BSE 2019-20 Annual Report
BSE 2019-20 Annual Report
BSE 2019-20 Annual Report
To,
Listing Department,
National Stock Exchange of India Limited
Exchange Plaza, 5th Floor, Plot No. C/1
G Block, Bandra-Kurla Complex, Bandra (E)
Mumbai – 400 051
Sub: Annual Report 2019-20 including Notice of Fifteenth Annual General Meeting
Dear Sir/Madam,
In continuation to our letter dated June 19, 2020 and in terms of requirements of Regulation
34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are
submitting herewith the Annual Report of the Company and the Notice of AGM for the financial
year 2019-20.
The Annual report containing the Notice of AGM is also available on the website of the Company
at https://www.bseindia.com/static/investor_relations/annualreport.html which is also being
sent to the Members through electronic mode.
Thanking you,
Yours faithfully,
For BSE Ltd
Prajakta Powle
Company Secretary and Compliance Officer
Encl: a/a
BSE - INTERNAL
ANNUAL REPORT 2019-20
BOARD OF DIRECTORS
Contents
NOTICE 01-14
STATUTORY REPORTS
Justice Vikramajit Sen Shri Ashishkumar Chauhan Boards’ Report 15-61
Chairman & Public Interest Director Managing Director & CEO
Management Discussion & Analysis 62-112
FINANCIAL STATEMENTS
Consolidated
Standalone
Shri David Wright Shri Umakant Jayaram Independent Auditor’s Report 231-237
Public Interest Director Public Interest Director
Balance Sheet 238
Shri Nayan Mehta, CFO, BSE presenting a memento to Hon’ble Vice President of India, Shri M. Venkaiah Naidu at the First Late Prof. Yashwantrao Kelkar Memorial Lecture on 26th September, 2019 at BSE.
Shri Nitin Gadkari, Minister of Road Transport & Highways, Micro, Small & Medium Enterprises, Government of India interacting with Shri Ashishkumar Chauhan, MD & CEO, BSE at Global Maharashtrian Entrepreneurship
Conclave 2020 on 27th January, 2020 at BSE.
BSE LIMITED
ANNUAL REPORT 2019-20
5th Edition of BSE Zee Business Bull Run 2020 flagged off in presence of Shri Anil Singhvi, Managing Editor, Zee Business ; Shri Ashishkumar Chauhan, MD & CEO, BSE; Shri Raj K. Purohit, Senior Member, Bharatiya
Janata Party; Bollywood Actor Mr. Sunny Singh and Bollywood Actress Ms. Sonnalli Seygall and Michelin-Star-Chef Vikas Khanna.
BSE LIMITED
AGM Notice
NOTICE is hereby given that the Fifteenth Annual General Meeting of Shareholders of BSE Limited will be held on Thursday, July 30, 2020 at
3:00 P.M. (IST) through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”) to transact the following businesses:
ORDINARY BUSINESSES
1. To receive, consider and adopt the Audited Financial Statements (including Audited Consolidated Financial Statements) of the Company
for the Financial Year ended March 31, 2020 and the Reports of the Board of Directors and Auditors thereon.
2. To declare Final Dividend on equity shares for the Financial Year ended March 31, 2020.
3. To consider and approve appointment of Shri T. C. Suseel Kumar (DIN: 06453310), in place of Smt. Usha Sangwan (DIN: 02609263),
Shareholder Director, who retires by rotation and does not offer herself for re-appointment.
To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:
“RESOLVED THAT based on the recommendation of Nomination and Remuneration Committee, the approval of the Board of Directors
of the Company and pursuant to provisions of Section 152 and other applicable provisions of the Companies Act, 2013 and rules made
thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force), Securities Contracts (Regulation)
(Stock Exchanges and Clearing Corporations) Regulations, 2018 as may be amended from time to time and subject to approval of the
Securities and Exchange Board of India and other approvals in this regard as may be necessary and subject to such condition(s) and
modification(s) as may be prescribed and imposed by such authorities while granting such approval(s), permission(s) and sanction(s), Shri
T. C. Suseel Kumar (DIN: 06453310) who has consented to act as a Director, be and is hereby appointed as a Director of the Company,
liable to retire by rotation, in place of Smt. Usha Sangwan (DIN: 02609263), Shareholder Director, who retires by rotation and does not
offer herself for re-appointment.
RESOLVED FURTHER THAT any Director of the Company and the Company Secretary be and are hereby severally authorized to take
necessary steps as may be required to give effect to this resolution and matters related thereto.”
SPECIAL BUSINESSES
4. To consider and approve appointment of Shri Alok Vajpeyi (DIN: 00019098) as Shareholder Director on the Board of the Company.
To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:
“RESOLVED THAT based on the recommendation of Nomination and Remuneration Committee, the approval of the Board of Directors
of the Company and pursuant to provisions of Section 152 and other applicable provisions of the Companies Act, 2013 and rules made
thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force), Securities Contracts (Regulation)
(Stock Exchanges and Clearing Corporations) Regulations, 2018 as may be amended from time to time and subject to approval of the
Securities and Exchange Board of India and other approvals in this regard as may be necessary and subject to such condition(s) and
modification(s) as may be prescribed and imposed by such authorities while granting such approval(s), permission(s) and sanction(s),
Shri Alok Vajpeyi (DIN: 00019098) who has consented to act as a Director, be and is hereby appointed as a Director of the Company in
Shareholder Director category, liable to retire by rotation.
RESOLVED FURTHER THAT any Director of the Company and the Company Secretary be and are hereby severally authorized to take
necessary steps as may be required to give effect to this resolution and matters related thereto.”
Notice 01
ANNUAL REPORT 2019-20
5. To consider and approve appointment of Shri Ghanshyam Dass (DIN: 01807011) as Shareholder Director on the Board of the Company.
To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:
“RESOLVED THAT based on the recommendation of Nomination and Remuneration Committee, the approval of the Board of Directors
of the Company and pursuant to provisions of Section 152 and other applicable provisions of the Companies Act, 2013 and rules made
there under (including any statutory modification(s) or re-enactment thereof, for the time being in force), Securities Contracts (Regulation)
(Stock Exchanges and Clearing Corporations) Regulations, 2018 as may be amended from time to time and subject to approval of the
Securities and Exchange Board of India and other approvals in this regard as may be necessary and subject to such condition(s) and
modification(s) as may be prescribed and imposed by such authorities while granting such approval(s), permission(s) and sanction(s), Shri
Ghanshyam Dass, (DIN: 01807011) who has consented to act as a Director, be and is hereby appointed as a Director of the Company in
Shareholder Director category, liable to retire by rotation.
ESOLVED FURTHER THAT any Director of the Company and the Company Secretary be and are hereby severally authorized to take
R
necessary steps as may be required to give effect to this resolution and matters related thereto.”
6. To consider and approve appointment of Smt. Rita Bhagwati (DIN: 06990589), as Shareholder Director on the Board of the Company.
To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:
“RESOLVED THAT based on the recommendation of Nomination and Remuneration Committee, the approval of the Board of the Company
and pursuant to provisions of Section 152 and other applicable provisions of the Companies Act, 2013 and rules made there under
(including any statutory modification(s) or re-enactment thereof, for the time being in force), Securities Contracts (Regulation) (Stock
Exchanges and Clearing Corporations) Regulations, 2018 as may be amended from time to time and subject to approval of the Securities
and Exchange Board of India and other approvals in this regard as may be necessary and subject to such condition(s) and modification(s)
as may be prescribed and imposed by such authorities while granting such approval(s), permission(s) and sanction(s), Smt. Rita Bhagwati
(DIN: 06990589) who has consented to act as a Director, be and is hereby appointed as a Director of the Company in Shareholder Director
category, liable to retire by rotation.
RESOLVED FURTHER THAT any Director of the Company and the Company Secretary be and are hereby severally authorized to take
necessary steps as may be required to give effect to this resolution and matters related thereto.”
Prajakta Powle
Company Secretary and Compliance Officer
Mumbai, June 9, 2020
NOTES:
1. Statement pursuant to Section 102(1) of the Companies Act, 2013 (“the Act”), in respect of the Special Businesses to be transacted
at the Annual General Meeting (“AGM”) along with details pursuant to Securities and Exchange Board of India (“SEBI”) Regulations and
other applicable laws are annexed hereto. All documents referred to in the accompanying Notice and the Explanatory Statement shall be
available for inspection electronically. Members seeking to inspect such documents can send an email to bse.shareholders@bseindia.
com.
2. In view of the massive outbreak of COVID-19 pandemic and pursuant to General Circular Nos. 14/2020, 17/2020 and 20/2020 dated
April 8, 2020, April 13, 2020 and May 5, 2020, respectively, issued by Ministry of Corporate Affairs and Circular No. SEBI/HO/CFD/CMD1/
CIR/P/2020/79 dated May 12, 2020 issued by Securities and Exchange Board of India (hereinafter collectively referred to as ‘Circulars’),
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BSE LIMITED
the fifteenth AGM of the Company will be held through VC / OAVM. The facility for appointment of proxies will not be available for
the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
3. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice. The proceedings of the AGM shall be deemed
to be conducted at the Registered Office of the Company located at 25th Floor, P. J. Towers, Dalal Street, Mumbai, Maharashtra - 400 001,
which shall be the deemed venue of AGM.
4. The Company has engaged the services of KFin Technologies Private Limited, who are also the Registrar and Transfer Agent (Registrar)
of the Company, as the authorized agency for conducting the e-AGM and providing remote e-voting and e-voting facility for/during the
fifteenth AGM of the Company. The instructions for participation by Members are given in the subsequent paragraphs.
5. Shri N. L. Bhatia (FCS 1176/CP No. 422) Partner, N. L. Bhatia and Associates, Practicing Company Secretaries, has been appointed as the
Scrutinizer to scrutinize the remote e-voting/e-voting process in a fair and transparent manner. The Scrutinizer will submit the report to the
Chairman or any person authorised by him after completion of the scrutiny and the results of voting will be announced after the AGM of the
Company. Subject to receipt of requisite number of votes, the resolutions shall be deemed to be passed on the date of the AGM. The result
will also be displayed on the website of the Company www.bseindia.com, www.nseindia.com (where the Company is listed) and https://
evoting.karvy.com/ (agency providing e-voting facility).
6. Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of
its Board or governing body resolution/authorization etc., authorizing its representative to attend the AGM through VC / OAVM on its behalf
and to vote through e-voting during the AGM. The said resolution/authorization shall be sent through the registered email address to the
Scrutinizer at [email protected] and to the Registrar of the Company at [email protected]. Institutional/Corporate Shareholders are
encouraged to attend and vote at the AGM through VC / OAVM.
7. In compliance with the Circulars, copies of Annual Report for Financial Year 2019-20, the Notice of the AGM and instructions for remote
e-voting/ e-voting are being sent in electronic mode to those Shareholders whose email addresses are registered with Registrar/ Depository
Participant(s). The copy of Annual Report along with the Notice is also available on Company’s website at www.bseindia.com, www.
nseindia.com (where the Company is listed) and https://evoting.karvy.com/ (agency providing e-voting facility).
8. Trading Members or their associates and agents as on cut-off date shall not be eligible to vote on Item Nos. 3, 4, 5 and 6 of
the Notice.
9. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
10. Pursuant to Regulation 46 of Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018, the
securities of a Recognized Stock Exchange are required to be maintained in Demat form. Further, in terms of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, securities of listed companies can only be transferred
in Demat form w.e.f. April 1, 2019. In view of the above, Members are advised to dematerialize the shares held in physical form.
11. The Board of Directors has recommended Final Dividend of ` 17/- per equity share for the Financial Year ended March 31, 2020 that
is proposed to be paid on or before Friday, August 28, 2020 to those Members whose name appears in the Register of Members of the
Company as on Thursday, July 23, 2020 (close of business hours of record date) subject to the approval of the Shareholders at the AGM.
12. Members holding shares in Demat form are hereby informed that bank particulars registered with their respective Depository Participant(s),
with whom they maintain their Demat accounts, will be used by the Company for the payment of dividend.
13. Members whose email addresses / Bank details for receiving dividend are not registered/updated are requested to register/
update by following below mentioned procedure:
a. Members holding shares in Demat form can get their details registered/updated only by contacting their respective
Depository Participant(s).
b. Members holding shares in physical form may register their email address and mobile number with Company’s Registrar by
sending an e-mail request at the email ID [email protected] along with signed scanned copy of the request letter
providing the email address and mobile number, self-attested copy of PAN Card and copy of a share certificate for registering
their email address and receiving the Annual Report, AGM Notice and the e-voting instructions. Additional details like name and
branch of Bank along with bank account type, bank account number, 9 digit MICR code, 11 digit IFSC code and scanned copy
of cancelled cheque will be required for updating bank account details.
Notice 03
ANNUAL REPORT 2019-20
14. The Company has also made available link for temporary Registration of Email IDs and Mobile Numbers to its Shareholders
through Company’s Registrar for receiving Notice and Annual Report in electronic mode which is given below: https://
karisma.kfintech.com/mobilereg/mobileemailreg.aspx?uc=E295D9F5-9F8F-4A82-8437-DBCF4B6A72A2. The Company urges all the
Shareholders to use this link effectively since the Email IDs and Mobile Numbers could help the Company for sending
paperless communication in future.
15. If the Company is unable to pay the dividend to any Member by electronic mode due to non-registration of bank account,
the Company shall dispatch the dividend warrant / cheque to such Members at the earliest once the normalcy is restored.
16. TDS on Dividend:
As you may be aware that pursuant to the provisions of the Finance Act, 2020 dividend income is taxable in the hands of the Shareholders
w.e.f. April 1, 2020 and accordingly, the Company would be required to deduct tax at source (TDS) from the dividend paid to Shareholders,
if so approved at the ensuing AGM at the prescribed rates.
The rate of TDS as per the Income Tax Act, 1961 (I-T Act), would depend upon the status of the recipient and is explained herein below:
(I) Resident Shareholders:
In case of resident Shareholders, section 194 of the I-T Act provides mandate for withholding tax @ 10% on dividend income. No
TDS is required to be deducted, if aggregate dividend distributed or likely to be distributed during the financial year to individual
Shareholder does not exceed ` 5,000. In absence of Permanent Account Number (PAN), TDS rate of 20% will apply.
The Central Board of Direct Taxes issued a Press Release dated May 13, 2020 stating that TDS rates on the amount paid or
credited to residents during the period from May 14, 2020 to March 31, 2021 has been reduced by 25%. Thus, in case of resident
Shareholders, withholding tax @ 7.5% (instead of 10%) on dividend income shall apply under Section 194 of the I-T Act. It is
also clarified that there shall be no reduction in rates of TDS, where the tax is required to be deducted at higher rate due to non-
furnishing of PAN with the Corporation/Depository Participant.
Resident Shareholders, being an individual, whose total dividend income in a financial year exceed ` 5,000 and who wish to
receive dividend without deduction of tax at source may submit a declaration in Form No. 15G (for individuals, with no tax liability
on total income and income not exceeding maximum amount which is not chargeable to tax) or Form No. 15H (for individual above
the age of 60 years with no tax liability on total income), in original to the Registrar of the Company on [email protected].
TDS is required to be deducted at the rate prescribed in the lower tax withholding certificate issued u/s 197 of the Act, if such
valid certificate is provided.
Any other entity entitled to exemption from TDS: Valid self-attested documentary evidence (e.g. relevant copy of registration,
notification, order, etc.) in support of the entity being entitled to exemption from TDS needs to be submitted. Shareholders
are requested to note that while submission of original form / documentary evidence is mandatory, they may submit the said
documents online, on the website of the https://ris.kfintech.com/form15 between July 10, 2020 and July 20, 2020.
(II) Non-resident Shareholders (other than Foreign Portfolio Investors/ Foreign Institutional Investors)
In case of non-resident Shareholders other than foreign companies, the I-T Act provides mandate for withholding tax at the rate of
20% plus applicable surcharge and health and education cess of 4% on dividend income making effective rate of TDS as under:
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BSE LIMITED
In case of Shareholders, being foreign companies, the I-T Act provides mandate for withholding tax at the rate of 20% plus
applicable surcharge and health and education cess of 4% on dividend income making effective rate of TDS as under:
In respect of non-resident Shareholders (including foreign companies), the TDS rates mentioned above will be further subject to
any benefits available under the Double Taxation Avoidance Agreement (DTAA) read with Multilateral Instrument (MLI) provisions,
if any, between India and the country in which the non-resident is considered resident in terms of such DTAA read with MLI.
In order to claim benefit under DTAA, the non-resident Shareholders would be required to submit the following documents each
financial year on or before the record date fixed for determining the shareholders who are eligible to receive the final dividend, if
so approved at the respective AGMs:
A. Self-Attested Permanent Account Number
B. Tax Residency Certificate (TRC) issued by the Tax / Government authority of the country in which the Non-Resident
Shareholder is a resident of (valid for the relevant financial year);
C. Form 10F containing therein information to be provided under section 90(5) / 90A(5) of the I-T Act, if not so covered in TRC
(Valid for the relevant financial year);
D. Declaration from Shareholders stating the following [template available on the website of the Company at https://www.
bseindia.com/static/investor_relations/annualreport.html]:
• That the Shareholder did not at any time during the relevant year have a permanent establishment in India
• That the Shareholder is the beneficial owner of the dividend
• T hat the construct and affairs of the Shareholder is not arranged with the main or principal purpose of obtaining any
tax benefits, directly or indirectly, under the Tax Treaty
• That the arrangement of the Shareholder is not covered under impermissible avoidance arrangement
E. Permanent Account Number (PAN) – In absence of PAN, TDS rate of 20% plus applicable surcharge and health and
education cess of 4% will apply.
F. Valid self-attested documentary evidence in support of the entity being entitled to exemption from TDS needs to be
submitted. Shareholders are requested to note that while submission of original form / documentary evidence is mandatory,
they may submit the said documents online, on the website of the https://ris.kfintech.com/form15 between July 10, 2020
and July 20, 2020.
Please note that the Company in its sole discretion reserves the right to call for any further information and/or to apply
domestic law for TDS.
(III) Non-resident institutional Shareholders (Foreign Portfolio Investors / Foreign Institutional Investors (FPI / FII))
In case of FPI / FII Shareholders, the I-T Act provides mandate for withholding tax at the rate of 20% plus applicable surcharge
and health and education cess of 4% on dividend income making effective rate of TDS as under:
Notice 05
ANNUAL REPORT 2019-20
For the purpose of withholding tax, it may not be possible to consider applicable DTAA benefits, if any, in case of FPI/FII since the
provisions of I-T Act do not provide so.
Application of TDS rate is subject to necessary due diligence and verification by the Company of the shareholder details as available
in register of Members on the Book Closure Date, documents, information available in public domain, etc. In case of ambiguous,
incomplete or conflicting information, or the valid information/documents not being provided, the Company will arrange to deduct
tax at the maximum applicable rate.
In case TDS is deducted at a higher rate, an option is still available with the shareholder to file the return of income and claim an
appropriate refund, if eligible.
In the event of any income tax demand (including interest, penalty, etc.) arising from any misrepresentation, inaccuracy or omission
of information provided / to be provided by the Member(s), such Member(s) will be responsible to indemnify the Company and also,
provide the Company with all information / documents and co-operation in any appellate proceedings.
17. Pursuant to the provisions of Section 124 of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 (“IEPF Rules”) and relevant circulars and amendments thereto, the amount of dividend remaining
unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection
Fund (“IEPF”), constituted by the Central Government. The Company had, accordingly, transferred ` 3,07,344/- being the unpaid and
unclaimed dividend amount pertaining to Final Dividend for Financial Year 2011-12 to the IEPF. The Company has been sending reminders
to Members having unpaid / unclaimed dividends before transfer of such dividend(s) to IEPF. Details of the unpaid / unclaimed dividend
are also uploaded on the Company’s website www.bseindia.com. Members who have not encashed Final Dividend for the Financial Year
2012-13 or any subsequent dividend declared by the Company are advised to write to the Company immediately.
18. Pursuant to the provisions of IEPF Rules, all equity shares in respect of which dividend has not been paid or claimed for last seven
consecutive years shall be transferred by the Company to the designated Demat Account of the IEPF Authority (“IEPF Account”) within a
period of thirty days of such shares becoming due to be transferred to the IEPF Account. Accordingly, 312 equity shares of ` 2/- each
on which the dividend remained unpaid or unclaimed for last seven consecutive years with reference to the due date of October 30,
2019 were transferred for the Financial Year 2011-12 to the IEPF Account, after following the prescribed procedure. Further, all the
Shareholders who have not claimed / encashed their dividends in the last seven consecutive years from Financial Year 2012-13 are
advised to claim the same. In case, valid claim is not received, the Company will proceed to transfer the respective equity shares to the
IEPF Account in accordance with the procedure prescribed under the IEPF Rules.
19. Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of Act and Register of Contracts
or arrangements in which directors are interested maintained under Section 189 of the Act, shall be available for inspection during
meeting hours upon login at https://emeetings.kfintech.com.
20. The term ‘Members’ has been used to denote Shareholders of BSE Limited.
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BSE LIMITED
Notice 07
ANNUAL REPORT 2019-20
31. Members are advised to use stable Wi-Fi or LAN connection to participate at the AGM through VC in a smooth manner. Participants may
experience audio/video loss due to fluctuation in their respective networks.
32. Speaker Registration: Members may register themselves as speakers for the AGM to post their queries: -
• Members may visit https://emeeting.kfintech.com and enter their e-voting login credentials to enter the website.
• On landing page, you can select “Speaker Registration” tab and upload the video of the question you wish to ask.
• Members can either pre-record the question and upload or record the question in the module itself.
The above mentioned facility is available during the remote e-voting period i.e., from Monday, July 27, 2020 (9.00 A.M. IST) till Wednesday,
July 29, 2020 (5.00 P.M. IST). The company reserves the right to restrict the speakers at the AGM to only those Members who have
registered themselves, depending on the availability of time for the AGM.
33. Post Your Queries: Members who may wish to express their views or ask questions at the AGM, may visit https://emeetings.kfintech.
com and click on the Tab “Post Your Queries” to post their queries in the window provided. In addition to above members may also express
their views or ask questions while attending the AGM, by pressing the tab “Ask a Question” on the screen. The window shall remain
active during the continuance of the AGM.
34. Members who have not casted their vote through remote e-voting shall be eligible to cast their vote through e-voting system available
during the AGM. E-voting during the AGM is integrated with the VC platform. Members may click on the voting icon on the left side of the
screen to cast their votes.
35. Members who may require any technical assistance or support before or during the AGM are requested to contact KFin Technologies
Private Limited at toll free number 1-800-3454-001 or write to them at [email protected].
OTHER INSTRUCTIONS:
36. In case of any query and/or grievance, in respect of voting by electronic means, Members may refer to the Help & Frequently Asked
Questions (FAQs) and E-voting user manual available at the download section of https://evoting.karvy.com/ (KFintech Website) or contact
Shri Sri Sai Karthik Tikkisetti, Manager - Corporate Registry (Unit: BSE Limited) of KFin Technologies Private Limited, Selenium Tower- B,
Plot 31 & 32, Gachibowli, Financial District, Nankramguda, Hyderabad-500 032 or at [email protected] and [email protected]
or phone no. 040-6716 2222 or call KFintech’s toll free No. 1-800-3454-001 for any further clarifications.
37. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future
communication(s).
38. In case a person has become a Member of the Company after dispatch of AGM Notice but on or before the cut-off date for E-voting i.e.,
Thursday, July 23, 2020, he/she may obtain the User ID and Password in the manner as mentioned below:
• If the mobile number of the Member is registered against Folio No./ DP ID Client ID, the Member may send SMS: MYEPWD
<space> E-Voting Event Number+Folio No. or DP ID Client ID to 9212993399
Example for NSDL : MYEPWD <space> IN12345612345678
Example for CDSL : MYEPWD <space> 1402345612345678
Example for Physical : MYEPWD <space> XXXX1234567890
• If e-mail address or mobile number of the Member is registered against Folio No./ DP ID Client ID, then on the home page of
https://evoting.karvy.com/, the Member may click “Forgot Password” and enter Folio No. or DP ID Client ID and PAN to generate a
password.
• Member may call KFintech Toll free number 1-800-3454-001 for any assistance.
• Member may send an e-mail request to [email protected]. However, KFintech shall endeavour to send User ID and
Password to those new Members whose e-mail ids are available.
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BSE LIMITED
39. In order to enable ease of participation of the Members, we are providing below the key details regarding the meeting for your reference:
Particulars Details
Link for Registration of Email ID and Mobile Number https://karisma.kfintech.com/mobilereg/mobileemailreg.
aspx?uc=E295D9F5-9F8F-4A82-8437-DBCF4B6A72A2
Link for participation through Video Conferencing (VC) https://emeetings.kfintech.com
Link for remote e-voting https://evoting.karvy.com/
Helpline number for VC participation and e-voting 1-800-3454-001 or write to them at [email protected]
Record date for dividend Thursday, July 23, 2020
Cut-off date for e-voting Thursday, July 23, 2020
For updating Email ID & Bank details before the Cut-off date for Refer Point Nos. 13 & 14
e-voting
For obtaining User ID and Password, in case a person become a Refer Point No. 38
Member of the Company after dispatch of AGM Notice but on or
before the cut-off date for E-voting
Time period for remote e-voting Commences on Monday, July 27, 2020 (9.00 A.M. IST) and ends on
Wednesday, July 29, 2020 (5.00 P.M. IST)
Speaker Registration/Post your Queries Refer Point Nos. 32 & 33
Prajakta Powle
Company Secretary and Compliance Officer
Mumbai, June 9, 2020
STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013, DETAILS PURSUANT TO REGULATION 36 OF SEBI (LISTING
OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARD ON GENERAL MEETINGS FOR
APPOINTMENT OF DIRECTORS
ITEM NO. 3
To consider and approve appointment of Shri T. C. Suseel Kumar (DIN:06453310) in place of Smt. Usha Sangwan (DIN: 02609263) as a
Shareholder Director
Smt. Usha Sangwan (DIN: 02609263), Shareholder Director, retires by rotation at this Annual General Meeting and has not offered herself for
re-appointment due to personal and health reasons. Smt. Usha Sangwan, Shareholder Director, was nominated on the Board of the Company
by Life Insurance Corporation of India (LIC). The Board places on record its deep appreciation and gratitude towards the valuable contributions
made by Smt. Usha Sangwan during her tenure as Shareholder Director of the Company. Since, Smt. Sangwan will cease to be the Shareholder
Director of the Company from the date of this AGM, LIC vide its letter dated June 4, 2020 has nominated Shri T. C. Suseel Kumar, Managing
Director of LIC, to be appointed as a Shareholder Director in place of Smt. Sangwan.
In this regard, the Nomination and Remuneration Committee recommended and based on such recommendation the Board of Directors at
their meeting held on June 9, 2020 approved the appointment of Shri T. C. Suseel Kumar as Shareholder Director of the Company. Further, the
Company has received all statutory disclosures/ declarations from Shri T. C. Suseel Kumar.
Notice 09
ANNUAL REPORT 2019-20
As a Managing Director, he manages key portfolios of LIC, including Marketing/Product Development, Investment, Corporate Planning/New
Projects, Audit and Subsidiaries viz IDBI Bank Limited, LIC Pension Fund Limited, LIC HFL AMC Limited – to name a few.
After Shri Suseel Kumar took over as Managing Director, LIC saw a striking growth of 25% in first year premium collections and an increase in
market share by 2.50% to 69%, reflecting his strong leadership abilities. He has also been instrumental in redefining the business proposition
of LIC that earned LIC the ‘Best Life Insurer Award’ by many leading agencies during this year. He has been influential in guiding, planning
and executing growth strategies, while being on the Boards of LIC Mutual Fund Trustee Private Limited, LIC HFL Asset Management Company
Limited, LIC Pension Fund Limited, Life Insurance Corporation (Lanka) Limited, National Insurance Academy and Insurance Institute of India.
Shri T. C. Suseel Kumar expertise lies in the areas of strategic planning, marketing, customer centricity and talent management.
Shri T. C. Suseel Kumar is presently on the Boards of LICHFL Asset Management Company Limited, LIC Mutual Fund Trustee Private Limited, LIC
Pension Fund Limited. He is also a member of Audit Committee in LIC Pension Fund Limited.
Born on February 1, 1961, Shri T. C. Suseel Kumar is Masters in Economics with University rank and has completed various management and
leadership courses, including from IIM Ahmedabad, IIM Bangalore, IIM Lucknow, ISB Hyderabad and Asian Institute of Management, Manila. He
had joined the LIC as 13th Batch Direct Recruit Officer in 1984.
Shri T. C. Suseel Kumar shall be liable to retire by rotation and the applicable terms and conditions as mentioned under Companies Act, 2013,
Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, shall be applicable to him. As per the nomination letter dated June 4, 2020 received from LIC, the sitting fees
with respect to the meetings attended by Shri T. C. Suseel Kumar shall be payable to LIC.
Shri T. C. Suseel Kumar is not related to any Director or Key Managerial Personnel of the Company and does not hold any equity shares of
the Company. Except Shri T.C. Suseel Kumar, none of the Directors and Key Managerial Personnel of the Company and/or their relatives are
concerned or interested, financially or otherwise in the proposed resolution.
The Board recommends the resolution set forth in Item No. 3 for the approval of members. The appointment of Shri T. C. Suseel Kumar will be
effective post approval of Securities and Exchange Board of India.
ITEM NO. 4
To consider and approve appointment of Shri Alok Vajpeyi (DIN:00019098) as Shareholder Director on the Board of the Company
The Board, based on the recommendation of the Nomination and Remuneration Committee, at its meeting held on June 9, 2020, approved the
appointment of Shri Alok Vajpeyi (DIN:00019098) as Shareholder Director of the Company, subject to approval of the Shareholders and Securities
and Exchange Board of India. The Company has received all statutory disclosures/ declarations from Shri Alok Vajpeyi.
Since 2012, Shri Vajpeyi continues to be a strategist and mentor, a serial entrepreneur and venture investor across a diverse set of companies
and individuals. His interests are to work actively with companies in sectors that are changing rapidly and with management teams who want to
excel and be leaders. Reputation and integrity are overarching requirements above leadership, speed and success.
10
BSE LIMITED
Notice 11
ANNUAL REPORT 2019-20
Regularly chaired and spoke at national and international conferences. Wrote columns, articles, essays in the print media and regularly invited
as a guest on TV.
Shri Vajpeyi is presently on the Boards of AV Advisory Private Limited, Digital Gold India Private Limited, Indiafirst Life Insurance Company
Limited, Avendus Capital Public Markets Alternate Strategies LLP and Littlemore Innovation Pte Limited.
Born on August 24, 1960, Shri Alok Vajpeyi is ACA (Institute of Chartered Accountants in England & Wales, 1986), BSc (Econ) International
trade & development, 1979-82 from London School of Economics having expertise in the field of Global capital markets, Investment, wealth
management, strategist, mentor and entrepreneur.
Shri Alok Vajpeyi shall be liable to retire by rotation and the applicable terms and conditions as mentioned under Companies Act, 2013,
Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, shall be applicable to him. Shri Alok Vajpeyi shall be entitled to receive sitting fees.
Shri Alok Vajpeyi is not related to any Director or Key Managerial Personnel of the Company and does not hold any equity shares of the Company.
Except Shri Alok Vajpeyi, none of the Directors and Key Managerial Personnel of the Company and/or their relatives are concerned or interested,
financially or otherwise in the proposed resolution.
The Board recommends the resolution set forth in Item No. 4 for the approval of members. The appointment of Shri Alok Vajpeyi will be effective
post approval of Securities and Exchange Board of India.
ITEM NO. 5
To consider and approve appointment of Shri Ghanshyam Dass (DIN: 01807011) as Shareholder Director on the Board of the Company
The Board, based on the recommendation of the Nomination and Remuneration Committee, at its meeting held on June 9, 2020, approved
the appointment Shri Ghanshyam Dass (DIN: 01807011) as Shareholder Director of the Company, subject to approval of the Shareholders and
Securities and Exchange Board of India. The Company has received all statutory disclosures /declarations from Shri Ghanshyam Dass.
Over the last two decades, Shri Ghanshyam has been a significant voice in promoting India and Indian corporates in many countries worldwide.
He has travelled extensively across all continents and has been a speaker and participated in panel discussions and conferences (including
World Economic Forum) in Australia, China, HongKong, India, Singapore, South Korea, Vietnam, Thailand, Malaysia and several countries in the
Middle East, among others. He is also regularly invited to speak, lead and participate at various seminars and panel discussions. Shri Ghanshyam
has been a strong advocate of sound corporate governance and high standards of transparency to the corporate sector in the region.
In his early career, he spent over nine years with US Educational Foundation in India (as Research Assistant to a Senior Fullbright Scholar), Bank
of India, Wells Fargo Bank N. A., (as Assistant Representative for India) and Marine Midland Bank, N.A, (before being seconded to Hongkong and
Shanghai Banking Corporation, India in January 1986).
12
BSE LIMITED
Formerly
- Senior Advisor, KPMG (January 2008 to January 2020)
- Senior Advisor, INTEL Capital (April 2008 to July 31, 2011)
- Senior Advisor, STJ Advisors, LLP, United Kingdom (January 2010 to December 2015)
- MD, NASDAQ OMX - Asia Pac & Middle East (January 2000 to February 2008)
- Senior Advisor, NASDAQ Stock Market (April 2008 to March 2018)
- GM & CEO, Majan International Bank, Oman, (Commerz Bank invested co.) (April 1998 to December 2000)
- CEO, The British Bank of the Middle East, India Operations (April 1996 to March 1998)
- Manager, FIG - South Asia & Middle East, HSBC Group (January 1986 to March 1996)
- CII National Council on Corporate Governance & Regulatory Framework (2004 to 2009)
- Member, Hardware Task Force of Govt of Karnataka (2003 to 2006)
- CII National Council on Capital Markets (2004 to 2009)
- Govt Nominee, Governing Council of the ICSI (2007 to 2010)
- Vice President, Karnataka Athletics Association
- Vice President, Masters Athletic Federation of India
Formerly Independent Director & Member
- Dhanlaxmi Bank (2009-2012)
- Jubilant Industries Ltd. (2010-2018)
- Jubilant Agri and Consumer Products Ltd. (2013-2018)
- Avighna India Ltd. (2013-2017)
- Estel Technologies & Communications Ltd. (2011-1018)
- Online Recharge Services (2011-2018)
- BQ Padmavathy Finance Academy Private Limited (2015-2017)
- Member Academic Council - Manipal Academy of Higher Education (MAHE) (2003-2005)
- The Indus Entrepreneurs (TiE)
- Founder Member - Association of Outsourcing Professionals (AOP) and Association of Biotech Led Enterprises (ABLE)
Initial years (1975 through 1985)
- US Educational Foundation of India
- Bank of India
- Wells Fargo Bank, N. A., San Francisco
- Marine Midland Bank, N.A., New York
Shri Ghanshyam Dass is presently on the Boards of Jain Farm Fresh Foods Limited, Mayar Infrastructure Development Private Limited, Jain Irrigation
Systems Limited, Powerica Limited. He is the Chairperson of Audit Committee and Risk Management Committee of Jain Irrigation Systems Ltd.,
Chairperson of Audit Committee and Nomination and Remuneration Committee and also the member of Corporate Social Responsibility Committee
of Jain Farm Fresh Foods Ltd., member of Audit Committee and Corporate Social Responsibility Committee of Powerica Limited and member
of Audit Committee and Nomination and Remuneration Committee of Mayar Infrastructure Development Pvt. Ltd. Shri Ghanshyam Dass is also
mentor and senior advisor to Transaction Square, senior advisor to Primus partner and senior advisor to upGrad.com.
Born on July 11, 1952, Shri Ghanshyam Dass has Bachelors Degree with Honours in Economics Delhi University (1972) and Masters in
Linguistics from Jawahar Lal Nehru University (1997). Shri Ghanshyam Dass has expertise in the field of Capital Markets and Domestic and
International banking.
Shri Ghanshyam Dass shall be liable to retire by rotation and the applicable terms and conditions as mentioned under Companies Act, 2013,
Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, shall be applicable to him. Shri Ghanshyam Dass shall be entitled to receive sitting fees.
Notice 13
ANNUAL REPORT 2019-20
Shri Ghanshyam Dass is not related to any Director or Key Managerial Personnel of the Company and does not hold any equity shares of
the Company. Except Shri Ghanshyam Dass, none of the Directors and Key Managerial Personnel of the Company and/or their relatives are
concerned or interested, financially or otherwise in the proposed resolution.
The Board recommends the resolution set forth in Item No. 5 for the approval of members. The appointment of Shri Ghanshyam Dass will be
effective post approval of Securities and Exchange Board of India.
ITEM NO. 6
To consider and approve appointment of Smt. Rita Bhagwati (DIN: 06990589) as Shareholder Director on the Board of the Company
The Board, based on the recommendation of the Nomination and Remuneration Committee, at its meeting held on June 9, 2020, approved
the appointment Smt. Rita Bhagwati, (DIN: 06990589) as Shareholder Director of the Company, subject to approval of the Shareholders and
Securities and Exchange Board of India. The Company has received all statutory disclosures/declarations from Smt. Rita Bhagwati.
Smt. Rita Bhagwati began her career in one of India’s largest commercial banks – the State Bank of India. She went on to serve for over a
decade in the central bank, the Reserve Bank of India, where she rose to senior levels. Smt. Rita initiated policy papers on Export Finance and
Credit, collaborated with senior officials from the Ministries of Finance, Commerce, Export-Import Bank, Export Credit Guarantee Corporation
and commercial banks.
Smt. Rita Bhagwati is presently on the Boards of The Great Eastern Shipping Company Limited, Greatship (India) Limited, Indus Towers Limited.
She is a member of Audit Committee at The Great Eastern Shipping Company Limited and also a member of Audit Committee, Nomination and
Remuneration Committee and Corporate Social Committee at Indus Towers Limited.
Born on October 8, 1953, Smt. Rita Bhagwati is MA in Economics from the prestigious Delhi School of Economics, MA in International Economics
from the Fletcher School at Tufts University and MBA from George Washington University and has an expertise in the field of Economics.
Smt. Rita Bhagwati shall be liable to retire by rotation and the applicable terms and conditions as mentioned under Companies Act, 2013,
Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, shall be applicable to her. Smt. Rita Bhagwati shall be entitled to receive sitting fees.
Smt. Rita Bhagwati is not related to any Director or Key Managerial Personnel of the Company and does not hold any equity shares of the
Company. Except Smt. Rita Bhagwati, none of the Directors and Key Managerial Personnel of the Company and/or their relatives are concerned
or interested, financially or otherwise in the proposed resolution.
The Board recommends the resolution set forth in Item No. 6 for the approval of members. The appointment of Smt. Rita Bhagwati will be
effective post approval of Securities and Exchange Board of India.
14
BSE LIMITED
Boards’ Report
The Board of Directors (“Board”) present the Fifteenth Annual Report of BSE Limited (“the Company” or “BSE” or “Exchange”) together with
audited financial statements for the Financial Year ended March 31, 2020.
STATE OF AFFAIRS
FINANCIAL SUMMARY AND HIGHLIGHTS:
The financial performance for Financial Year (“FY”) 2019-20 is summarised in the following table:
` in Lakh
Particulars Standalone Consolidated
2019-20 2018-19 2019-20 2018-19
Total revenue 54,213 61,239 63,000 68,744
Total expenses 45,849 39,846 55,320 49,861
Profit before exceptional items & tax 8,364 21,393 7,680 18,883
Exceptional items [income/(expenses)] 9,158 457 3,204 (54)
Profit before tax and share of profits of associates 17,522 21,850 10,884 18,829
Share of profits of associates - - 2,665 2,923
Profit before tax 17,522 21,850 13,549 21,752
Tax expenses 155 1,745 1,488 2,335
Net profit for the year from continuing operations 17,367 20,105 12,061 19,417
Net profit from discontinued operation - - - 511
Net profit for the year from total operations 17,367 20,105 12,061 19,928
Net profit attributable to the shareholders of the Company 17,367 20,105 12,227 19,928
Net profit attributable to the non-controlling interest - - (166) -
Other comprehensive income (25) (71) 1,102 699
Total comprehensive income for the year from total operation 17,342 20,034 13,163 20,627
Total comprehensive income attributable to the shareholders of the Company 17,342 20,034 13,230 20,627
Total comprehensive income attributable to the non-controlling interest - - (67) -
Basic and diluted EPS before exceptional items (`) – Continuing Operations 16.72 37.18 18.04 36.85
Basic and diluted EPS before discontinued operation after exceptional items (`) 35.37 38.08 24.57 36.78
Basic and diluted EPS after exceptional item (`) – Total Operations 35.37 38.08 24.57 37.75
Consolidated Results are mainly due to increase in regulatory cost by ` 1,415 Lakh, increase
The total income of the Company during the FY 2019-20 on a in employee benefit cost by ` 1,199 Lakh, increase in clearing house
consolidated basis was ` 63,000 Lakh reflecting a decrease of ` expenditure by ` 791 Lakh, increase in impairment loss allowance in
5,744 Lakh (down by 8%) over previous Financial Year. However, the trade receivables and other financial assets by ` 585 Lakh, increase in
total expenses for the year were higher by ` 5,459 Lakh (up by 11%) liquidity enhancement scheme by ` 483 Lakh and expenses towards
at ` 55,320 Lakh. settlement of service tax matters by ` 366 Lakh.
During the Financial Year, the income was lower mainly due to The net profit after tax from total operation was lower by ` 7,867 Lakh
decrease in investment income (down by 22%) primarily on account of (down by 39%) to ` 12,061 Lakh as against ` 19,928 Lakh in the
buy back of shares carried out during the year. Increase in expenses previous Financial Year.
Boards’ Report 15
ANNUAL REPORT 2019-20
Standalone results be declared by the Company from time to time are being provided for
The total income of the Company during the FY 2019-20 on a and would be payable on the allotment of these shares. Brief details
standalone basis was ` 54,213 Lakh reflecting a decrease of ` 7,026 about the shares being kept in abeyance by the Company are given in
Lakh (down by 11%) over previous Financial Year. The total expenses ‘Share Capital’ section.
for the year were higher by ` 6,003 Lakh at ` 45,849 Lakh.
During the FY 2019-20, an amount of ` 3,07,344/- being the
During the Financial Year, the income was lower mainly due to unclaimed/ unpaid dividend of the Company for the Financial Year
decrease in investment Income (down by 29%) primarily on account of ended March 31, 2012, was transferred in November 2019 to the
buy back of shares carried out during the year. Increase in expenses Investor Education and Protection Fund Authority. Brief details about
are mainly due to increase in regulatory cost by ` 2,031 Lakh, the same are given in ‘Investor Education and Protection Fund’
increase in clearing house expenses by ` 1,462 Lakh, increase in section.
employee benefit cost by ` 911 Lakh, increase in impairment loss on
trade receivables and other financial assets by ` 603 Lakh, expenses TRANSFER TO RESERVES
towards settlement of service tax matters by ` 366 Lakh and increase The Company has not transferred any amount of profits to reserves
in liquidity enhancement scheme expenses by ` 219 Lakh. for FY 2019-20.
16
BSE LIMITED
as the case may be, as on record date, decided for the purpose, T he Company had, accordingly transferred the following amount to
was entitled to 10,000 equity shares of the face value of ` 1/- per IEPF:
share, against membership right of erstwhile BSE. It may be noted
Type of Dividend Date of Date of Amount
that the entitlement against membership right post consolidation of Dividend per share Declaration Transfer Transferred
share capital stands changed to 5,000 equity shares of face value
Final Dividend ` 6/- August 31, November ` 3,07,344
` 2/- per share. Remaining 12 erstwhile Trading Members, having for F.Y 2011-12 2012 25, 2019
an aggregate 12 membership rights, continue to remain in abeyance
till date for various reasons. All corporate benefits including dividend TRANSFER OF SHARES
as may be declared by the Company from time to time on the shares Pursuant to the provisions of IEPF Rules, all equity shares in respect of
which remain in abeyance, are being provided for and would be which dividend has not been paid or claimed for last seven consecutive
payable on the allotment of these shares. years shall be transferred by the Company to the designated Demat
Account of the IEPF Authority (“IEPF Account”) within a period of thirty
HANGE IN PAID-UP SHARE CAPITAL
C
days of such shares becoming due to be transferred.
Buyback of Equity Shares
Based on the recommendation of the Board of Directors of the Company Accordingly, 312 equity shares of ` 2/- each on which the dividend
at its meeting held on May 7, 2019, the Shareholders of the Company remained unpaid or unclaimed for last seven consecutive years with
at the Fourteenth Annual General Meeting, inter-alia, had approved reference to the due date of October 30, 2019 were transferred during
the proposal of buyback upto 67,64,705 Equity Shares (representing the FY 2019-20 to the IEPF Account, after following the prescribed
13.06% of the total number of Equity Shares in the total paid-up equity procedure.
capital of the Company) at a price of ` 680/- (Rupees Six Hundred and
Eighty Only) per Equity Share, through the “tender offer” route, on a Reminders are being sent to all such Shareholders who have not
proportionate basis as prescribed in the Securities and Exchange Board claimed their dividends of FY 2012-13 declared by the Company.
of India (Buy-Back of Securities) Regulations, 2018, the Companies Act, All equity shares in respect of which dividend has not been paid or
2013 (“the Act”) and other applicable laws and regulations. claimed for last seven consecutive years shall be transferred by the
Company to IEPF Account in accordance with provisions of the Act and
Pursuant to the same, the Company bought back 67,64,705 Equity IEPF Rules made thereunder. Members who have not encashed Final
Shares at ` 680/- per Equity Share resulting in a cash outflow of Dividend for the FY 2012-13 or any subsequent dividend declared by
` 460 crore (excluding expenses towards buyback). As provided in the the Company, are advised to write to the Nodal Officer of the Company
scheme, an amount of ` 225.26 crore was utilized from Securities immediately.
Premium Account, ` 233.38 crore was utilized from General Reserve.
Accordingly, the total paid-up share capital of the Company was Any Shareholder whose dividend/shares are transferred to IEPF can
reduced by ` 1.36 crore. Further, Capital Redemption Reserve of claim the shares by making an online application in Form IEPF-5
` 1.36 crore (representing the nominal value of the shares bought (available on www.iepf.gov.in).
back and extinguished) has been created from balance in retained
earnings on account of buyback of shares. Details of Nodal Officer
Name : Smt. Prajakta Powle, Company Secretary and
Post Buyback, the revised paid-up equity share capital of the Company Compliance Officer
as on March 31, 2020, stood at ` 9,00,48,594/- (Rupees Nine Crore Email address : [email protected]
Forty Eight Thousand Five Hundred and Ninety Four Only) consisting of
4,50,24,297 equity shares of face value of ` 2/- each. etails of the resultant benefits arising out of shares already
D
transferred to the IEPF:
INVESTOR EDUCATION AND PROTECTION FUND Dividend Financial Year Cumulative Amount
TRANSFER OF UNCLAIMED/UNPAID DIVIDEND No. of Shares (`)
Pursuant to the provisions of Section 124 of the Act read with Investor Interim Dividend 2017-18 225 1,125
Education and Protection Fund Authority (Accounting, Audit, Transfer Thirteenth Final 2017-18 225 6,975
and Refund) Rules, 2016 (“IEPF Rules”), and relevant circulars and Dividend
amendments thereto, the amount of dividend remaining unpaid or Interim Dividend 2018-19 448 2,240
unclaimed for a period of seven years from the due date is required to Fourteenth Final 2018-19 448 11,200
be transferred to the Investor Education and Protection Fund (“IEPF”), Dividend
constituted by the Central Government.
Boards’ Report 17
ANNUAL REPORT 2019-20
Y ear wise amount of unpaid/unclaimed Dividend lying in the unpaid account upto March 31, 2020 and the corresponding shares,
which are liable to be transferred to the IEPF, and the due dates for such transfer:
Number of Number of Amount unpaid Due date of
Shareholders shares against as on March 31, transfer of
against whom whom Dividend 2020 unpaid and
Date of declaration of Dividend
Dividend amount is (`) unclaimed
amount is unpaid Dividend to IEPF
unpaid
8th Final Dividend (FY – 2012-13) AGM held on July 30, 2013 218 1,24,600 4,98,400 October 1, 2020
9th Final Dividend (FY – 2013-14) AGM held on August 1, 2014 195 34,451 1,37,804 September 3, 2021
10th Final Dividend (FY – 2014-15) AGM held on September 25, 2015 285 1,13,734 5,68,670 October 27, 2022
Interim Dividend (FY – 2015-16) Board Meeting held on February 3, 2016 366 2,43,316 8,51,606 March 7, 2023
11th Final Dividend (FY – 2015-16) AGM held on June 24, 2016 302 1,71,146 6,84,584 July 24, 2023
Interim Dividend (FY – 2016-17) Board Meeting held on February 14, 2017 2,151 83,954 4,19,770 March 16, 2024
12th Final Dividend (FY – 2016-17) AGM held on September 4, 2017 2,245 82,386 1,89,44,878 October 5, 2024
Interim Dividend (FY – 2017-18) Board Meeting held on February 2, 2018 3,134 1,88,346 9,41,730 March 6, 2025
13th Final Dividend (FY – 2017-18) AGM held on August 2, 2018 2,223 86,692 26,87,452 September 3, 2025
Interim Dividend (FY – 2018-19) Board Meeting held on November 30, 2018 2,605 1,34,217 6,71,085 December 20, 2026
14th Final Dividend (FY – 2018-19) AGM held on July 15, 2019 1,924 75,241 18,81,025 August 16, 2027
MANAGEMENT on the Board of the Company. Detailed profiles of these four proposed
DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors alongwith necessary details as may be required are provided
The current strength of Board of the Company is eight. Being a Stock in the Notice of the Fifteenth Annual General Meeting of the Company.
Exchange, the Board comprises of six Public Interest Directors who
are nominated by SEBI, one Shareholder Director nominated by Life Retirement / Cessation of Directors
Insurance Corporation of India (LIC) and one Managing Director Smt. Rajeshree Sabnavis, Shareholder Director was liable to retire by
(considered in the Shareholder Director category). rotation at the Fourteenth Annual General meeting of the Company on
July 15, 2019 and not having offered herself for re-appointment has
ceased to be the Director of the Company.
Appointment and Re-appointment of Directors
During the year under review, Sushri Jayshree Vyas was appointed
At the ensuing Fifteenth Annual General Meeting of the Company,
as the Public Interest Director of the Company as an Independent Smt. Usha Sangwan, Shareholder Director, who was nominated on the
Woman Director w.e.f. April 25, 2019. The Board is of the opinion Board of the Company by LIC is liable to retire by rotation. Smt. Usha
that Sushri Jayshree Vyas, Public Interest Director of the Company, Sangwan vide her letter dated May 18, 2020 has not offered herself
possesses requisite qualifications, experience and expertise in the for re-appointment due to personal and health reasons. Since Smt.
fields of finance, people management, strategy, financial services, Sangwan will cease to be the Shareholder Director of the Company
investments and regulatory, and she holds highest standards of from the date of this AGM, LIC vide its letter dated June 4, 2020 has
integrity. Further, Justice Vikramajit Sen and Shri Sumit Bose were nominated Shri T. C. Suseel Kumar, Managing Director of LIC, to be
re-appointed as Public Interest Directors of the Company w.e.f. May appointed as a Shareholder Director in place of Smt. Sangwan.
19, 2019, for a second term of three years.
The Board places on record its deep appreciation and gratitude
towards the valuable contributions made by Smt. Rajeshree Sabnavis
Based on the recommendation of the Nomination and Remuneration
and Smt. Usha Sangwan during their tenures as Shareholder Directors
Committee of the Company, the Board Members have, subject to of the Company.
approval of SEBI, recommended to the Shareholders for their approval,
appointment of Shri T. C. Suseel Kumar, Shri Alok Vajpeyi, Shri During the year, there was no change in the Key Managerial Personnel
Ghanshyam Dass and Smt. Rita Bhagwati as Shareholder Directors of the Company.
18
BSE LIMITED
As per applicable SEBI Regulations to a Stock Exchange, Shareholders Social Responsibility (CSR) Committee. Brief details pertaining to
may note that appointment of Shareholder Directors are first to be composition, terms of reference, meetings held and attendance of
approved by the Board of the Company, followed by Shareholder’s these Committees during the year have been enumerated in Corporate
approval. These appointments once approved by Shareholders of the Governance report forming part of the Annual Report.
Company shall be sent to SEBI for it’s approval and only after approval
of SEBI these appointments shall be effective. Additionally, Company being an Exchange, has also constituted other
Regulatory Committees as stipulated under SECC Regulations.
DECLARATIONS BY PUBLIC INTEREST DIRECTORS
The Company has received declarations from all the Public Interest AUDIT COMMITTEE RECOMMENDATIONS
Directors (‘PIDs’) under Section 149(7) of the Act, that they have met During the year, all recommendations of Audit Committee were
the criteria of independence as laid down under Section 149(6) of approved by the Board of Directors.
the Act and Regulation 16(1)(b) of Listing Regulations. Further, all
PIDs have also given the declarations that they satisfy “fit and proper” BOARD EVALUATION
criteria as stipulated under Regulation 20 of Securities Contracts One of the key functions of the Board is to monitor and review the
(Regulation) (Stock Exchanges and Clearing Corporations) Regulations, Board evaluation framework. In compliance with the provisions of the
2018 (“SECC Regulations”). All PIDs have also complied with Code for Act, the Nomination and Remuneration Committee has approved the
Independent Directors prescribed in Schedule IV to the Act. All PIDs process, format, attributes and criteria for the performance evaluation
have also given their annual affirmation on compliance with the Code of the Board, Board Committees and Individual Directors including the
of Conduct for the Board of Directors and Senior Management of the Chairman, MD & CEO and the PIDs. The process provides that the
Company. performance evaluation shall be carried out on an annual basis.
In compliance with Rule 6 of Companies (Appointment and During the year, the Directors completed the evaluation process as
Qualification of Directors) Rules, 2014, all the PIDs of the Company above.
have registered themselves with the India Institute of Corporate
Performance of the Board and Board Committees was evaluated
Affairs (IICA), Manesar and have included their names in the databank
on various parameters such as structure, composition, diversity,
of Independent Directors within the statutory timeline. They have also
experience, corporate governance competencies, performance
confirmed that they will appear for the online proficiency test within a
of specific duties and obligations, quality of decision-making and
period of one year, wherever applicable.
overall Board effectiveness. Performance of individual Directors was
Further, there has been no change in the circumstances affecting evaluated on parameters, such as meeting attendance, participation
their status as PIDs of the Company. and contribution, engagement with colleagues on the Board,
responsibility towards stakeholders and independent judgement. All
DECLARATION BY THE COMPANY the Directors were subjected to peer-evaluation.
None of the Directors of the Company are disqualified from being
All the Directors participated in the evaluation process. The results of
appointed as Directors as specified in Section 164(2) of the Act
evaluation were discussed in the Public Interest Directors meeting,
read with Rule 14 of Companies (Appointment and Qualifications of
Nomination and Remuneration Committee and Board of Directors
Directors) Rules, 2014.
meeting held in May 2020. The Board discussed the performance
evaluation reports of the Board, Board Committees, Individual Directors
MEETINGS OF THE BOARD
and also noted the suggestions / inputs of the Directors, Nomination
During the FY 2019-20, five meetings of the Board of Directors
and Remuneration Committee and Public Interest Directors meeting
were held. For details of meetings of the Board, please refer to the
Chairmen. Recommendations arising from this entire process were
Corporate Governance Report forming part of the Annual Report.
deliberated upon by the Board to augment its effectiveness and
optimize individual strengths of the Directors.
Separate meetings of the Public Interest Directors were held on May
6, 2019, November 5, 2019 and February 10, 2020. The detailed procedure followed for the performance evaluation of
the Board, Committees and individual Directors is enumerated in the
BOARD COMMITTEES Corporate Governance Report.
There are various Board constituted Committees as stipulated under
the Act and Listing Regulations namely Audit Committee, Nomination REMUNERATION OF DIRECTORS AND EMPLOYEES
and Remuneration Committee, Stakeholders Relationship/Share In compliance with the requirements of Section 197(12) of the Act
Allotment Committee, Risk Management Committee and Corporate read with Rule 5 of the Companies (Appointment and Remuneration
Boards’ Report 19
ANNUAL REPORT 2019-20
of Managerial Personnel) Rules, 2014 and SECC Regulations, a (c) provide reasonable assurance regarding prevention or timely
statement containing the remuneration details of Directors and detection of unauthorized acquisition, use or disposition of
Employees is annexed as Annexure B. the Company’s assets that could have a material impact on
the financial statements. Such internal financial controls over
DIRECTORS’ RESPONSIBILITY STATEMENT financial reporting were operating effectively as of March 31,
P ursuant to Section 134(5) of the Act, with respect to the Directors’
2020, based on the criteria established in The Committee
Responsibility Statement, it is hereby confirmed that:
of Sponsoring Organizations of the Treadway Commission
a) in the preparation of the annual accounts for the financial year (COSO) Internal Control – Integrated Framework issued by
ended March 31, 2020, the applicable Accounting Standards the Committee of Sponsoring Organizations of the Treadway
had been followed along with proper explanation relating to Commission in 2013.
material departures for the same;
COMPLIANCE WITH SECRETARIAL STANDARD 1 AND
b) the Directors have selected such accounting policies and
SECRETARIAL STANDARD 2
applied them consistently and made judgments and estimates
The Company has devised proper systems to ensure compliance
that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at March 31, with the provisions of all applicable Secretarial Standards issued by
2020 and of the profit of the Company for the financial year the Institute of Company Secretaries of India and such systems are
ended March 31, 2020; adequate and operating effectively. During the year under review, the
Company was in compliance with the Secretarial Standards (SS) i.e.,
c) the Directors have taken proper and sufficient care for the SS-1 and SS- 2, relating to “Meetings of the Board of Directors” and
maintenance of adequate accounting records in accordance “General Meetings”, respectively.
with the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting fraud and other
IMPLEMENTATION OF CORPORATE ACTION
irregularities;
During the year under review, the Company has not failed to implement
d) the Directors have prepared the annual accounts on a going any Corporate Actions within the specified time limit.
concern basis;
EXTRACT OF ANNUAL RETURN
e) the Directors have laid down internal financial controls to The details forming part of the extract of the Annual Return in form
be followed by the Company and that such internal financial
MGT – 9 is annexed herewith as Annexure C.
controls are adequate and were operating effectively; and
f)
the Directors have devised proper systems to ensure Annual Return i.e. Form MGT-7 can also be accessed on the
compliance with the provisions of all applicable laws and that Company’s website at: https://www.bseindia.com/static/investor_
such systems were adequate and operating effectively. relations/annualreport.html.
I NTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
The Company has maintained adequate internal financial controls Details of subsidiaries / associates of your Company are provided in
over financial reporting. These includes policies and procedures –
notes to financial statements.
(a) pertaining to the maintenance of records that is reasonably Pursuant to the provisions of Section 129(3) of the Act, a statement
detailed, accurately and fairly reflects the transactions and
containing the salient features of financial statements of the
dispositions of the assets of the Company,
Company’s subsidiaries and associates in Form No. AOC-1 is attached
(b) provide reasonable assurance that transactions are recorded to the financial statements of the Company.
as necessary to permit preparation of financial statements in
Further, pursuant to the provisions of Section 136 of the Act,
accordance with Indian Accounting Standards notified under
the Companies (Indian Accounting Standards) Rules, 2015, as the financial statements of the Company, consolidated financial
amended from time to time and that receipts and expenditures statements along with relevant documents and separate audited
of the Company are being made only in accordance with financial statements in respect of subsidiaries, are available on the
authorization of management and Directors of the Company, website of the Company www.bseindia.com/static/investor_relations/
and annualreport.html.
20
BSE LIMITED
Statutory Auditor’s Report The Company has not done any capital investment on energy
The Statutory Auditor’s report dated May 21, 2020 on the financial conservation equipment.
statements of the Company for FY 2019-20 is unmodified and does
not have any reservations, qualifications or adverse remarks. TECHNOLOGY ABSORPTION
At the outset, the Company takes pride to mention that the uptime of
Details in respect of frauds reported by auditors
Trading system was 100% and there were no outages during the year.
No fraud has been reported by the Auditors to the Audit Committee
The Company, despite adding new segments and complex functions
or the Board.
such as Commodity segment, Interoperability, etc. getting added in
SECRETARIAL AUDIT AND SECRETARIAL AUDIT REPORT the application stack, has still managed to maintain the uptime of
The Board appointed Dhrumil M. Shah & Co., Practicing Company the Trading system. This has been achieved with continuous and
Secretaries (CP No.: 8978/ FCS No.: 8021) to conduct Secretarial sustained efforts.
Audit of the Company for FY 2019-20.
Interoperability among Clearing Corporations
Secretarial Audit report for the financial year ended March 31,
2020 as provided by Dhrumil M. Shah & Co., Practicing Company During the year, the Company implemented framework for
Secretaries is enclosed as Annexure D. Interoperability of Clearing Corporations, which witnessed a sweeping
change in the way Exchanges/Clearing Corporation operates.
The Secretarial Auditor’s report does not contain any qualifications,
reservations or adverse remarks. In January 2019, SEBI directed all Exchanges/Clearing Corporations
to work towards Interoperability of settlement related processes.
INTERNAL AUDITOR
Different Exchanges have their own Clearing Corporation (CC), which
Internal Audit for the year ended March 31, 2020 was done by
handle settlement of trades on the respective stock exchanges.
S Panse & Co LLP and Internal Audit report at periodic intervals were
placed before the Audit Committee.
Interoperability among clearing corporations refers to the linking
COST RECORDS AND COST AUDIT of multiple clearing corporations, which effectively allows market
Maintenance of cost records and requirement of cost audit as participants to consolidate their clearing and settlement functions at
prescribed under the provisions of Section 148(1) of the Act, are not a single clearing corporation, irrespective of the stock exchange on
applicable for the business activities carried out by the Company. which the trade is executed.
Boards’ Report 21
ANNUAL REPORT 2019-20
The interoperability would permit trading members to clear trades Big Data Enhancements & new initiatives
through a CC of their choice instead of going through the CC owned by The impetus in the area of Big Data continued with newer horizons and
the Exchange on which the trade was executed. explore deep into more functional areas to leverage the benefit of Big
Data platform.
The major impact was in Risk Management system. To minimize the
impact, overall and to the market participants, Exchanges collectively The Company continued its journey by expanding the model implemented
decided to go for FIX model of message exchange. Hence a FIX convertor for Social Media analytics using Artificial Intelligence (AI) and Machine
was introduced between trading system and Risk management. Besides Learning (ML). During the year, the Company has implemented below
building the FIX convertor/ messaging system, the Interoperability mentioned initiatives.
involved major infrastructure provisioning to be located at Primary and
Disaster site of Exchanges/ CCs. T V News Video converted Text Data Processing – English Language
To identify rumours about BSE listed companies in near real time by
Since the month of May 2019 onwards continuous mock trading analysing live streaming input from various TV channels published in
sessions were conducted almost on all Saturdays and on few Sundays English and Indian regional languages. The Video to Text data processing
for integrated testing with other Exchanges/ CCs. system converts streaming audio from business television channels to
texts, which is then used for rumour analytics. This project uses deep
BSE takes pride in being the first Exchange to go-live with Interoperability learning based Artificial Intelligence (AI) techniques for performing
framework on June 3, 2019. In the subsequent development SEBI speech-to-text conversion and classifying the speech as rumours or not.
allowed extension for segment-wise go-live.
• Equity segment July 15, 2019 TV News Ticker converted Text Data Processing — English
• Equity Derivative segment July 27, 2019 Language
A new Machine Learning model was built to extract TV news ticker
• Currency segment August 05, 2019
content for English Language. Using Machine learning technique, the
model converts image to text, analyse converted texts collected from
Post go-live, the similar testing of the infrastructure setup was also
on-line TV Business Channel which are relevant to stock market and that
conducted on Disaster Recovery (DR) site and later live trading performed
can significantly influence the stock price of any BSE listed company.
for one whole week on DR site.
22
BSE LIMITED
more than 6 years old and needed to be replaced with new set of based on microservices and distributed cache. The use of open source
hardware and related infrastructure. component will also help with the analytics and better search feature.
During the year, the Company migrated Big Data platform to new set The new SSO upgrade has been rolled-out since February 2020 this
of hardware and related infrastructures. New Big Data system has one year.
Petabyte capacity of storage and higher capacity processing unit, such
that the new Big data cluster can meet the Company’s Big Data analytics Application & Performance Monitoring System developed by
requirements for next 5 years. Marketplace Technologies Private Limited
Marketplace Technologies Private Limited (MPTL), wholly owned
The new Big Data cluster platform has been commissioned and is live subsidiary of the Company is engaged in developing IT solutions and
from October 2019. products for Application & Performance monitoring system.
BSE StAR MF re-architected For managing heterogenous environment, it was imperative to have
BSE StAR MF, the mutual fund trading platform, offered by the Company single solution for Log management and monitoring of infrastructure.
is continuously growing in terms of popularity and market share. For this, the Company has implemented one of the leading and best
available open source solutions.
In the last 10 years BSE StAR MF platform has undergone massive
change in terms of business features, the extensive features it offers, the This monitoring system has been built using open-source stack
integration with different agencies and institutions to perform seamless comprising of below mentioned three components;
transactions on the online platform. It is no-doubt the most popular
1. Collect and process logs
platform in MF arena with more than 85% of market share.
2. Store processed logs
To sustain the current load and the future capacity it was inevitable to 3. Browser based visualization tool
continue with current infra-system architecture. The overall infrastructure
was overhauled without a single day of downtime and in a gradual The above-mentioned components are designed to allow users to take
manner. Major architectural changes along with automation of business to logs from any source, in any format, and to search, analyse, and
operation processes has improved the response time for the end users. visualize that data in real time. It is a centralized logging system that is
useful when attempting to identify problems with servers or applications.
Newer & Enhanced initiatives using Open Source Technologies
The company continued with its adoption of using Open Source
In addition to above, to manage the role-based access and permissions,
Technologies in newer areas, also increasing the scope in the areas a wrapper is built on the top of the above-mentioned stack.
already implemented.
All of the above has been implemented as a complete suite and put in
Upgrade of Single sign-on application use for numerous applications. The Company is able to monitor on real-
The Company had implemented Single Sign-on (SSO) to ease the
time basis all of the below mentioned counters;
operational, functional and compliance needs of the Trading members • Log management and analysis
since 2018. Trading member maintains single credential for multiple • Resources management - monitor utilization
applications for his trading and associated activities with the Company. It
• Performance monitoring
also facilitates single window concept of user creation, setting profile. All
the applications are linked with the central authentication mechanism. • Application monitoring and troubleshooting
The user management, password policies are now uniform across all • Service monitoring
users of Trading members. Most importantly, the market participants
can now access all application on a single portal and do not have to I t has helped the Company to provide insights into application performance,
remember multiple URL’s, usernames, passwords, etc. This uniform lead to most visited pages and user behaviours, segregated between real
policy has helped Trading members to reduce the overhead of maintain users and automated bots. The dashboards are customised to the needs
and managing multiple credentials. of IT Operations, Functional operations team, Security team.
As the number of users and application grew over a period, the SSO The Company is also evaluating the feasibility of making the above-
application needed an upgrade and migrate to newer technology. To mentioned solution available as a commercial product. To begin
address this, during the year, the upgrade of SSO application was with the complete package is proposed to be offered to our Trading
initiated. The newer version brings in newer technology and architecture members who will subscribe to Member SOC project.
Boards’ Report 23
ANNUAL REPORT 2019-20
All the newer open source technologies are developed and implemented Financial ERP solution developed by Marketplace Technologies
by the MPTL which is wholly owned subsidiary of the Company. The Private Limited
team is highly motivated and thrust to look into newer developments MPTL has continued its efforts to develop more and more applications
and creating solutions that offers business opportunities. to leverage the knowledge of business and IT as well as to customise
as per the needs of the Company. Further, many enhancements were
Cloud Initiatives implemented to keep the products competitive.
This year too the focus was to reduce infrastructure cost and
dependency. The Company continued to work towards cloud As per the needs of the Company, MPTL has developed Financial ERP
technology and initiatives to leverage its benefits without initial solution (Class ERP) as a substitute to costly third-party solutions. As the
investments. solution was new, expensive enhancements and tweaking was required to
be implemented during the year.
The Company has implemented Hybrid cloud solution on its premises.
The Hybrid Cloud is now an integral part of infrastructure for the This customised solution has best of the features offered by popular third-
Company. Since its inception last year, there has been extensive party solutions.
use of cloud setup for all its infrastructure requirements. Users have
observed substantial improvement in turn-around time for servicing Benefits of migrating from third party solution to a customised solution
infrastructure requirements. developed by IT development arm;
1. Reduction in the AMC cost.
The journey continued this year too for implementation of on premises 2. Less Turnaround time for patch fixes.
Hybrid cloud on our DR site too. 3. All group companies on the same financial application – easy for
consolidation.
More and more infrastructure requests are served using cloud setup.
4. In future, it can be extended to back-office solution used by brokers.
This has substantially reduced demand for physical servers. From the
infra point of view, the optimal resources are allocated initially and For the whole year the new solution was being used by the respective
scaled-up as the demand and load is increased. This in turn reduces business team and the group companies of the Company.
the unwanted wastage on infrastructure which earlier was difficult
to curb. The on-premises cloud setup has also increased the high Unified Trading Interface
availability index factor for all underline applications. BOW (Boltplus on Web) and BEST (BSE Electronic Smart Trader) are the
trading terminal provided by the Company to its end users. As the traders
Implementation of Software Defined Network and investors are becoming more market savvy, they expect more and
Last year, the Company had taken initiative to change the network more advanced tools and features in the trading terminal. Keeping in line
technologies to Software Defined Network (SDN). However, the with the expectation, continuous enhancements and new features were
journey continued during the year as migration was planned in phased added during the year in BOW and BEST to remain competitive. BOW
manner given the vast and complex network. and BEST facilitates multi-exchange, multi-segment trading. BOW is the
first platform to support interoperability of Clearing houses in a seamless
Compared to traditional networks that are required to be managed manner. BOW users were able to leverage cross- exchange positions in a
independently, SDN provides the network administrator with a single smooth manner from the day exchanges and clearing corporations went
control panel to manage the entire network, and maintain, supervise live.
and update all network components without the need to change the
hardware. Few of the prominent changes implemented during the year in BOW
Application are;
SDN provides the flexibility of business requirements roll-out
compared to legacy network which required management of network Multi Factor Authentication: Enhanced multi factor authentication
changes independently. In the phased manner, legacy network has with OTP facility on Email/SMS for BOW Users based on SEBI updated
been integrated with SDN to minimise the impact on businesses. guidelines.
The Company has part of migration plan has started commissioning New Mobile Application: Introduced new interfaced and enhanced
all the new servers only on SDN network at both Primary site and mobile application for Android and IOS users. BOW Mobile application
Disaster Recovery site, no provisioning is done on the old network. features a comprehensive trading and monitoring platform. It offers real
Subsequently, over a period, this legacy network will be phased out. time streaming quotes, market Depth, and ease to trade hassle free
24
BSE LIMITED
across all asset classes (Equity, Derivatives, Currency and Commodities) members are relieved of collating orders at the start of the market.
anywhere and anytime. Additionally, AMO feature also allows the users to place bulk orders in
post-closing session.
BOW on open source platform: As per the Company vision, the BOW
trading platform has been developed and deployed on open source In both BOW and BEST, direct Connectivity to other Exchanges
platform for better stability of Operating System and to achieve cost is implemented: In place of intermediary component for exchange
effective maintenance in long run. messaging system for trading, BOW & BEST is now connected
directly to other exchange. Eliminating intermediary component in all
CP Code functionality: Enhancement in BOW application by introducing interactive messages like Logins, Orders and Trades has removed one
CP code in the Order entry panel. The user-friendly interface will allow additional hop and improved the latency.
the user to enter CP Code at the time of order placement. This gives
the member seamless experience to report trades that are cleared Technology Refresh
through the custodian.
Technology upgrade is the prime essence of all IT systems. This year
was packed with number of new and on-going technology upgrades.
SOCKS Proxy: Implemented for secured connections in BOW, which
By making use of advanced technologies, the focus of the Company
enables Members/Banks to connect application TCP ports securely
is to get maximum benefit with minimum cost together with long term
without compromising on any Internet connections policies.
scalability.
BSE STAR MF: Integration of BSE Star MF platform in BOW application.
BOW users registered with BSE Star MF can directly & seamlessly trade Enterprise Class Storage Refresh
in mutual fund products on BSE Star MF Platform with single sign-on. The Company’s current storage system being used has reached
its End of support. Thus, to support its applications & systems, the
BOW API: Rolled out BOW API that facilitates third party trading need to purchase a new storage hardware was raised. The Company
solution provider to integrate with BOW trading terminal and make use also wanted to improve on data storage & processing, lower power
of rich features provided by BOW. Major solution providers are live with consumption & maintenance costs along with reliable Disaster
all exchange segment. Recovery (DR).
Few of the notable changes implemented during the year in BEST To meet the Company’s requirements, the solution provider has
Application are; provided an integrated high-performance solution in terms of higher
throughput & better Read/Write response. Also, the solution has
Cover Order: Introduced Cover Order in BEST application. This allows innovative (SAN), multi-controllers, and active-active capabilities and
the user to place Open position order along with the Closed Stop-loss support multiple service transmissions, multiple device models, and
order. This provides more margin leverage to the user thereby resulting rapid business growth with 3DC replication.
in more trades and volumes.
The solution provider has tested the performance in real-time POC and
BSE STAR MF: Integration of BSE Star MF platform in BEST application. successfully demonstrated entire application scenario and provided
BEST users registered with BSE Star MF can directly place order to BSE
optimized storage solution in line with the Company’s high performance,
STAR MF from BEST trading terminal.
low latency, elasticity, highly secure & reliable environment.
Trade Restriction in dynamic range of Strike price: This feature
Databases are the major users of Storage. The migration process of
enables members to restrict users to trade in illiquid option. Based on
databases was initiated in the month of January 2020 with almost every
dynamic LTP of the underlying price member can restrict the user to
trade below or above the set percentage. This would help members to Saturday mock trading. Till date 90% of the database are migrated.
restrict users to avoid trading in illiquid option contracts. Users having
open positions for such restricted option contracts can square off. Datacenter Extension at Primary site
As the Company’s existing primary site Data center (DC) space was
Integration of BSE Commodity segment in BEST along with other almost full it was necessary to plan for additional DC space for
Exchanges. considering future requirements, and the need to segregate the third-
party setups installed. In addition, the Interoperability infrastructure
Enhancement of After Market Orders: Order routing of “After Market demanded additional space to be allocated to other Exchange/ Clearing
Orders” without member intervention. By using this feature, trading Corporations.
Boards’ Report 25
ANNUAL REPORT 2019-20
To meet the above requirement and to make the optimum use of the continuously tracks and monitors worldwide ongoing threats
DC, the Company has built the new modular datacentre. The new (IOCs-Indicator of Compromise) and ensure BSE systems are
extended DC will be used to host the third-party setup. The freed-up up to date and protected against all such know attack vectors.
space in the existing DC will be utilized for future expansion. SOC also has Next Gen EDR (End Point Detect and Response)
tool which ensures protection from any Zero Day or unknow
The new datacentre is commissioned and was inaugurated on 21st cyber threat vectors.
January, 2020.
• yber Security Technology refresh – BSE has rearchitected
C
Cyber Security
its entire cyber security stack to achieve horizontally scalable
Next Generation Cyber Security Operations Centre 24*7 (“CSOC”)
infrastructure and designed it in such a way that it can utilized all
BSE has implemented state of the art next generation cyber security
the device in active-active mode in compare to old architecture
operations Centre (SOC) which operates 365 Days 24*7. The Next Gen
where devices were in active standby mode. This ensures
SOC is equipped with best in class and niche technologies ensuring
better return of investment, better utilization of devices and
comprehensive cyber security coverage and protection for IT Infra
improved availability and response time. The new architecture
and information assets of BSE. The BSE SOC ensures Confidentiality,
ensures minimum or no downtime for maintenance tasks. As
Integrity and Availability of all systems. It enabled coverage and
BSE being a national critical infrastructure ensuring availability
protection at all level covering end point, network, application, and
is highly critical parameter with Cyber Security. To ensure this
system level with a well-defined integrated and robust Cyber Security
BSE implemented network packet broker technology which
framework. SOC continually monitories all systems in real-time and
has Software based packet control mechanism to optimize
ensures alerting and protection from Cyber Security Threats. SOC
the network traffic and ensure better utilization of tools and
consistently ensured the availability and reachability of systems to
technologies.
users, customers, and partner. It helps gain confidence and control
among the users, customers and decision makers as the systems are
• R emote Working – To allow business continuity along with
very well protected, available, and accessible as and when needed.
Confidentiality, Availability and Integrity during Pandemic
Niche Technologies like, User Behavioural Analysis, Anti-APT, situation such as Covid-19. BSE SOC enabled users to work
Deception technology, Real-time Forensics etc. were implemented from home ensuring cybersecurity controls and measures are
in BSE next Gen SOC. Subscriptions to multiple global and local in place to protect systems in-line with zero trust architecture
Cyber Threat intelligence feed. The USP of BSE Next Gen SOC is for all in-office and remote users.
implementation of Cognitive Analysis and Artificial Intelligence which
Gain deeper insights by ingesting and understanding extensive Member Security Operations Centre
data sources, including human generated data (for example, blogs, With SEBI’s directive to setup a community SOC for stockbrokers
websites, research papers etc.) to provide robust cyber security and cyber security framework,
Company’s wholly owned subsidiary MTPL has setup Member Security
BSE has been certified for “ISO 27001:2013 Information Security Operations Centre. The solution contains minimalistic technology at
Management System” Certification and has successfully completed stockbroker premises with endpoint protection, patch management,
the surveillance audits for this year on March 4, 2020. unified threat management, security incident and event management,
24*7 monitoring and response. The MSOC was inaugurated on
BSE has been certified for “ISO 22301:2012 Business Continuity October 7, 2019 by Mr. Ashish Chauhan, MD & CEO, BSE India. In
Management System Certification” and has successfully completed addition to setting up the MSOC, cybersecurity awareness seminars
surveillance audit for this year on March 4, 2020. were conducted in Mumbai, Kolkata, Ahmedabad, Delhi and Chennai
BSE has been identified and notified as national critical on May 16, June 13, July 4, July 25, August 22, 2019 with the
infrastructure(CII) by National Critical Information Infrastructure agenda of explaining the SEBI cybersecurity circular and the solution
Protection Centre(NCIIPC). offered by MTPL.
For the year, following are the key highlights of 365 Days 24*7 Cyber Security Conference 2020
NextGen Cyber Security Operation Centre BSE in association with SEBI and Maharashtra Cyber hosted Cyber
Security Conference on January 10, 2020 at the BSE International
• yber Security Incident and Monitoring – During the year
C Convention Hall, Mumbai. The Conference acted as a platform to
with continues round the clock Cyber Security Monitoring discuss and deliberate on various developments and nuances in the
and controls implementation, we ensured there are no Cyber area of cyber risk and data privacy for stakeholders in the capital
Security incident resulting in business impact or downtime. SOC markets. The Exchange hosted speakers and audience members
26
BSE LIMITED
from Securities and Exchange Board of India (SEBI), National Critical b) the year of import
Information Infrastructure Protection Centre (NCIIPC), Maharashtra c) whether the technology been fully absorbed
Police (Cyber Cell), Exchanges, Clearing Corporations, Market d) if not fully absorbed, areas where absorption has not taken
Infrastructure Institutions (MII), intermediaries like Brokers and place, and the reasons thereof
Depository participants. The Conference was a huge success with
more than 700 participants. The expenditure incurred on Research and Development - Not
Applicable
Disclosures
The efforts made towards technology absorption:
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company continues to explore in newer and contemporary
T he particulars of Foreign Exchange Earnings and outgo during the year
technologies. The year has been quite engaging with the best in class
under review are furnished hereunder:
and innovative implementation in the products and services offered
by the Company. Foreign Exchange Earning: ` 2,700 Lakh (Previous Year: ` 2,613 Lakh)
Foreign Exchange Outgo: ` 272 Lakh (Previous Year: ` 2,155 Lakh)
The Company has taken the lead for implementation of;
RISK MANAGEMENT AND COMPLIANCE
• Interoperability of Clearing Corporations, Risk Management is one of the critical elements of operating framework
at BSE. Enterprise Risk Management (“ERM”) framework encompasses
• S caling the Big Data platform, enhancing the Social Media practices relating to the identification, evaluation, mitigation and
Analytics engine with use of Artificial Intelligence (AI) and monitoring of strategic, operational, financial and compliance risks
Machine Learning (ML) into newer foray of capturing news and to achieve key business objectives. Through the ERM framework, we
rumour verification thereby enhancing RegTech processes of seek to minimise the adverse impact of risks, thereby enabling effective
the Company, leveraging of market opportunities and enhancement of long-term
competitive advantage.
• ewer development and implementation with the use of Open
N
source technologies, enriching the trading interface and The Board of Directors of the Company has formed a Risk Management
aligning the needs of end users into BOLTPlus on Web (BOW) Committee (“RMC”) to oversee the ERM Framework, mitigation and
and BSE Electronic and Smart Trader (BEST) monitoring the risk management plan and ensuring its effectiveness. The
Audit Committee has additional oversight in the area of financial risks
• ost importantly upgrading the Operating System (OS) of the
M and controls. The major risks identified by the businesses and functions
Trading system. are systematically addressed through mitigating actions on a continuing
basis.
Needless to mention, the efforts put in by the Company reasserts that
it is the fastest Exchange of the World. All departments within your BSE’s Management identifies key risks (existing as well as emerging)
Company are equipped with tech-enabled solutions and applications and prioritises the mitigation actions based on the potential adverse
to deliver best of the services to all its customers. impact on operations and/or shareholder value. As we operate in a
dynamic operating environment, these risks are reviewed regularly and
The benefits derived like product improvement, cost reduction, assessed for their potential impact/ exposure. Every quarter, a detailed
product development or import substitution: update on ERM is presented and deliberated upon in the meetings of the
The IT strategy and approach adopted by your Company has ensured RMC of the Board.
uninterrupted services and trading facility. The Company thrives to
remain competitive and has provided best in class products and OVERVIEW
services to all its market participants. The market participants are Risk Management is an enterprise wide function at BSE which covers
the beneficiaries of technology upgrade and newer rollouts made by major business and functional objectives including Strategy, Operations,
the Company during the year. The Company’s technology offerings Technology and Compliance. The Enterprise Risk Management (ERM)
are built as a service model, thereby reducing the cost for its market enables the achievement of strategic objective by identifying, analysing,
participants. assessing, mitigating, monitoring and governing any risk or potential
threat to these objectives. Major risks identified by the businesses
In case of imported technology (imported during the last three and functions are systematically addressed through mitigating actions
years reckoned from the beginning of the financial year) on a continuing basis. Several risks can impact the achievement of a
a) the details of technology imported particular business objective. Similarly, a single risk can impact the
Boards’ Report 27
ANNUAL REPORT 2019-20
achievement of several business objectives. The focus of risk management is to assess risks, deploy mitigation measures and review them including
risk management policy on a periodic basis along with the top ten key risk indicators of the organization. This is done through periodic review
meetings of the Risk Management Committee comprising of the Board members.
The risks in relation to internal control over financial recording and reporting is reviewed by the Audit Committee. The Company’s internal control
systems commensurate with the nature of its business and the size and complexity of operations. These systems are routinely tested and certified
by Statutory as well as Internal Auditor. The Audit Committee reviews adequacy and effectiveness of the Company’s internal control environment
and monitors the implementation of audit recommendations, including those relating to strengthening of the Company’s financial risk management
policies and systems.
Step 1 & 2 – Design the Framework Step 3 & 4 - Operate the Framework
Step 1 – Design - Risk & Control Aggregation Step 3 - Validate, Evaluate, Recalibrate
Entity, Business & Strategy Raise query on Selectively test the Evaluate the framework
Subsidiary Operations Functional Risk, effectiveness to effectiveness.
Business Owners Risk, validate risks and 1. Ownership
Functional
Quarterly review
Organisational in the risk statement & assert an accurate
Structure Admin & EHS impact) view of risks
• Set Risk rating criteria to define criticality of risk at inherent & Risk officer & CEO report to Board on material risks (if any), improvement roadmaps,
residual risk level and areas of investment
• Based on mitigating controls and proposed controls, agree on final Formalise all recommendation and communicate action plan
risks rating. Roll out ERM Framework
28
BSE LIMITED
The Key Roles and responsibility regarding risk management in the Company are summarized as follows:
Level Key roles and responsibility
Board of Directors Approving key business objective to be achieved by the Company. Ensuring that the executive management
focuses on managing risks to key business objectives.
Reviewing the performance of the Risk Management Committee
Risk Management Committee Comprises of six directors and one independent external expert :
Shri David Wright – Chairman
Justice Vikramajit Sen – Member
Shri S. S. Mundra – Member
Shri Sumit Bose – Member
Shri Umakant Jayaram – Member
Sushri Jayshree Vyas – Member
Prof. Sanjay Banerji – Independent External Expert
Review and oversight with regards to identification, evaluation and mitigation of the strategic, operational,
technology and compliance risks
Reviewing and approving risk related disclosures
Monitoring and approving the risk management framework and associated practices of the Company
Role of Risk team Adhering to the risk management policies and procedures
Implementing prescribed risk mitigation actions
Reporting risk events and incidents in a timely manner
RISK CATEGORIES impacting services delivery, compromises our core values or not in
The Company’s risk management framework is broadly categorized accordance with generally accepted business practice or impacting
as risk pertaining to (a) Business and Development, (b) Information the client’s operations are covered in this category. For e.g. risks of
Technology, (c) People and Security, (d) Finance and Treasury, business activity disruption due to natural calamities, terrorist attacks
(e) Operations, and (f) Risks emanating from operations of Group or war or regional conflicts, or disruption in telecommunications,
Companies, from the risk universe. systems failures, virus attacks or breach of cyber security.
Risks arising out of the choices we have made in defining our business Risks arising out of threats posed to our financial, organisational, or
and development strategy and the risks to the successful execution of reputational standing resulting from violations or non-conformance
these strategies are covered in this category – for e.g., risk inherent to
with laws, regulations, codes of conducts or organisational prescribed
our industry and competitiveness are analyzed and mitigated through
practices or contractual compliances are covered in this category. For
strategic choices of target markets, the Company’s market offerings,
e.g. risks of potential litigations, breach of contractual agreements,
business models and talent base. Potential risk to the long-term
non-compliances to regulations, potential risk arising out of major
scalability and sustainability of the organization are also analyzed
regulatory/ geo-political changes, potential risks arising out of
and mitigation plans are actioned. We periodically assess risks to
the successful execution of our strategy such as the effectiveness of strategic or operational business decisions.
strategic programs that are being executed, the momentum in new
initiatives, the impact of strategy on financial performance, leveraging RISK MANAGEMENT PROCEDURE
of inorganic strategies, effectiveness of organisation structure and Risk Identification
processes, retention and development of high performing talent and Risk Management is a continuous interplay of actions that permeate
leadership. the Company. It is brought in to effect by the Company’s risk
committee, management and other personnel. The risk management
Risks arising out of internal and external factors affecting the policies, process of the Company aims at providing reasonable assurance
procedures, people and systems in our support functions thereby regarding achievement of the Company’s objectives.
Boards’ Report 29
ANNUAL REPORT 2019-20
The risks identified by risk management function or roles at different BSE’s strategic vision for the ERM function is to embed ERM
levels in the organization are presented at appropriate level of across processes, business strategy and key decision making to
governance structure. Critical risks or cross functional risks at each add significant and strategic organisational value.
level are escalated to the next level in the governance structure. Critical
risks under different categories of risks at group level are reviewed COMPANY’S POLICIES
by Chief Executive Officer, Chief Financial Officer, Chief of Business POLICY ON NOMINATION AND REMUNERATION
Operations, Chief Information Officer and Chief Regulatory Officer. The Company’s policy on Nomination and Remuneration includes criteria
for determining qualifications, positive attributes and independence of a
RISK MANAGEMENT FRAMEWORK FOR THE YEAR Director. The salient features of the Nomination and Remuneration policy
are given below:
During the year, as a part of monitoring the key risks, the risk
management office:
The Nomination and Remuneration Policy of the Company is
a) Reviewed the risk management practices, which were primarily performance driven and is designed to motivate employees, recognize
focused on the effectiveness of strategic programs in improving their achievements and promote excellence in performance.
our competitive position and differentiation in market segments.
The Policy provides guidance on:
b) Reviewed the momentum of new initiatives to achieve our long- (1)
Selection and nomination of Directors to the Board of the
term business aspirations, our preparedness to address any Company;
incidents that may cause business disruptions to our physical
and technological infrastructure, strengthening operational (2)
Appointment of the Senior Management Personnel of the
and internal controls to detect fraudulent activity, leadership Company; and
development and succession, planning and monitoring possible (3) Remuneration of Directors, Key Managerial Personnel and other
impact of changes in our regulatory environment. employees.
30
BSE LIMITED
The said policy is available on the website of the Company at: https:// Course of Business and at Arm’s Length were reviewed and approved by
www.bseindia.com/downloads1/nrcpolicy.pdf the Audit Committee. All Related Party Transactions are placed before
the Audit Committee for its review on a quarterly basis. All Related
CORPORATE SOCIAL RESPONSIBILITY (“CSR”) Party Transactions are subjected to independent review by a reputed
The Company has constituted a CSR Committee in accordance with accounting firm to establish compliance with the requirements of Related
Section 135 of the Act. Party Transactions under the Act and Listing Regulations.
The details of the CSR Policy of the Company, its development and A detailed disclosure of these transactions with the Related Parties is
initiatives taken by the Company on CSR during the year as per annexed with this Report in Form AOC-2 as Annexure F.
annexure attached to the Companies (Corporate Social Responsibility
Policy) Rules, 2014 have been appended as Annexure E to this POLICY ON MATERIAL SUBSIDIARY
Report. As required under Regulation 16(1)(c) of Listing Regulations, the
Company has formulated and adopted a policy for determining ‘Material’
The Company primarily works through BSE CSR Integrated Foundation Subsidiaries, which has been hosted on its website at: https://www.
towards supporting the projects in the areas of health, sanitation, bseindia.com/downloads1/Policy_on_Material_Subsidiaries.pdf.
technology incubators, eradicating hunger and poverty and various
sectors covered under schedule VII of the Act. As per the said Policy, Indian Clearing Corporation Limited (ICCL) is a
material subsidiary of the Company as on March 31, 2020. Further, in
The said policy is available on the website of the Company at: https:// accordance with Regulation 24A of Listing Regulations, the Secretarial
www.bseindia.com/downloads1/Corporate_Social_Responsibility_ Audit Report submitted by Ms. Shweta Gokarn, Practicing Company
Policy.pdf
Secretary (Certificate of Practice No.: 11001) of ICCL is annexed as
Annexure G.
WHISTLE BLOWER POLICY AND VIGIL MECHANISM
The Company promotes ethical behaviour and has put in place a
INSIDER TRADING REGULATIONS
mechanism for reporting illegal or unethical behaviour.
Pursuant to the provisions of SEBI (Prohibition of Insider Trading)
Regulations, 2015 (as amended from time to time), the Company has
The Company has formulated a Vigil Mechanism and Whistle-blower
formulated a Code of Conduct for Prevention of Insider Trading (‘Insider
policy pursuant to Regulation 22 of the Listing Regulations and Section
Trading Code’) and a Code of Practices and Procedures for fair disclosure
177(10) of the Act, under which the employees are encouraged to
of Unpublished Price Sensitive Information (UPSI).
raise concerns/alarm or issue involving malpractices, violation of law
of the land, abuse of power, financial irregularity, etc. Employees may
The Code of Practices and Procedures for fair disclosure of UPSI is
report their genuine concerns to the Chairman of the Audit Committee.
available on the website at the following link: https://www.bseindia.com/
During the year under review, no employee was denied access to the downloads1/Code_of_fair_disclosure_of_UPSI.pdf
Audit Committee.
DISCLOSURE AS REQUIRED UNDER SEXUAL HARASSMENT OF
The policy is available on the website http://www.bseindia.com/ WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
downloads1/Whistle_ Blower_policy.pdf. REDRESSAL) ACT, 2013
The Company has always believed in providing a safe and harassment
RELATED PARTY TRANSACTIONS free workplace for every individual working in its premises through
The Company has formulated a Policy on Related Party Transactions various policies and practices. The Company always endeavours to
and the same is available on BSE’s website at: https://www.bseindia. create and provide an environment that is free from discrimination and
com/downloads1/Related_Party_Transaction_Policy.pdf. harassment including sexual harassment.
The Policy intends to ensure that proper approval, reporting and The Company has adopted a policy on Prevention of Sexual Harassment
disclosure processes are in place for all transactions between the at Workplace which aims at prevention of harassment of employees and
Company and related parties. This Policy specifically deals with the lays down the guidelines for identification, reporting and prevention of
review and approval of Material Related Party Transactions keeping in undesired behaviour. An Internal Complaints Committee (“ICC”) has been
mind the potential or actual conflicts of interest that may arise because set up by the senior management (with women employees constituting
of entering into these transactions. All the Related Party Transactions the majority). The ICC is responsible for redressal of complaints related
entered during the financial year ended March 31, 2020 in the Ordinary to sexual harassment and follows the guidelines provided in the Policy.
Boards’ Report 31
ANNUAL REPORT 2019-20
During the year ended March 31, 2020, no complaints pertaining to BSE has hosted more than 200 events ranging from international
sexual harassment have been received. delegations to educational programs and roundtables on important
national and international topics.
RESOURCES COMMITTED TOWARDS STRENGTHENING
REGULATORY FUNCTIONS AND TOWARDS ENSURING During the course of the year, the Company witnessed many high
COMPLIANCE WITH APPLICABLE REGULATORY REQUIREMENTS profile visits and delegations from the government, industry and other
The Company being a recognised stock exchange is governed by SEBI. sectors from India and abroad.
SEBI from time to time has issued various regulations and guidelines 1 Shri M. Venkaiah Naidu, Hon’ble Vice President of India
applicable to the Company. The Company ensures compliances with 2 Shri Bhagat Singh Koshyari, Hon’ble Governor of Maharashtra
the same and aims to remain at the forefront by creating a precedent
3 Shri Nitin Gadkari, Minister of Road Transport & Highways,
for others to follow, in terms of compliance by implementing the best
Micro, Small & Medium Enterprises, Government of India
governance practices and disclosures.
During the year under review, the Company’s regulatory division 4 Shri Subhash Desai, Hon’ble Minister for Industries and Mining,
comprised of departments, details of which are given below, taking Government of Maharashtra
care of various critical aspects of regulatory compliances. 5 Shri Devendra Fadnavis, Former Chief Minister of Maharashtra
A) Listing Compliance 6 Shri Sudhir S. Mungantiwar, Former Minister for Finance and
B) Member Compliance Planning, Forest, Government of Maharashtra
C) Surveillance and Supervision 7 Shri Jaykumar Rawal, Former Minister of Food and Drugs,
D) Inspection Tourism Development and Protocol, Government of
Maharashtra
E) Investor Services
8 Shri Subramanian Swamy, Member of Parliament, Rajya Sabha
Each such department is headed by a senior official of the Company, 9 Shri Ram Mohan Mishra, Additional Secretary & Development
reporting to the Chief Regulatory Officer, who in turn reports to the Commissioner, Ministry of MSME
Managing Director & CEO, Regulatory Oversight Committee and Board 10 Shri Gyaneshwar Kumar Singh, Joint Secretary, Ministry of
of Directors, whenever required. Corporate Affairs, Government of India
11 Ms. Shweta Shalini , Advisor to CM of Maharashtra Executive
The Company has ensured to make disclosures of various mandatory
Director of VSTF, Government of Maharashtra and Spokesperson
regulatory requirements alongwith reporting of the same to various
of Bharatiya Janata Party
regulatory authorities in addition to informing the same to the Board
of Directors and Committee members. 12 Shri Sanjay Bahl, Director General, Indian Computer Emergency
Response Team
For the financial year ending on March 31, 2020, BSE incurred direct 13 Shri A S Kiran Kumar, Former Chairman, ISRO
and indirect expenses amounting to ` 2,116 Lakh as per activity-based 14 Shri G. Mahalingam, Whole-Time Member, SEBI
accounting methodology towards strengthening regulatory functions
15 Shri S K Mohanty, Whole-Time Member, SEBI
and towards ensuring compliance with regulatory requirements.
16 Shri Nagendraa Parakh, Executive Director, SEBI
MARKETING AND COMMUNICATIONS 17 Shri Lt. Gen. (Retd.) Dr. D B Shekatkar
The company has undertaken several initiatives to keep the members 18 Shri Brijesh Singh, IPS, Spl. IGP Maharashtra Cyber
and investors aware of the latest developments in the products and
19 Shri Balsingh Rajput, Maharashtra Cyber Crime
services offered , launch of new products and changes in regulations.
These initaitives were well received by all and got prominent coverage 20 Shri Harish Baijal, Maharashtra Cyber Security
in all leading national and regional dailies and television channels. The 21 Shri Rajnish Kumar, Chairman, State Bank of India
company continues to work with prominent industry bodies and trade 22 Shri Dinesh Khara, MD, Global Banking & Subsidiaries, State
associations with the aim of promoting a business environment which Bank of India
is beneficial to all stakeholders. Further, the company has continued to
23 Mr. David Rasquinha, Managing Director, EXIM Bank
take several initiatives to promote investor awareness and education.
Television, print and social media were used effectively to reach out to 24 Shri Ajay Piramal, Chairman, Piramal Group
investors across the country. 25 Shri Mahendra Pratap Mall, CMD, IRCTC
32
BSE LIMITED
26 Shri P.S. Mishra, Member Traffic (MT), Railway Board and Ex- 54 Mr. Sialesh Sewpaul Mauritius
officio Secretary to the Government of India 55 Prof. Jürgen Weigand, Deputy Dean, Professor of Economics
27 Shri Partha S Bhattacharya, Former Chairman, Coal India 56 Mr. Martin McCarthy, Chairman & CEO, The 451 Group
28 Shri Dinesh Pangtey, CEO, LIC Mutual Fund 57 Mr. Zhuang Xiao, CTO, Shanghai Gold Exchange
29 Ms. Radhika Gupta, CEO, Edelweiss Mutual Fund 58 Mr. Harald Egger, UBS country head, India and Head, Group
30 Mr. Thomas Oetterli, Global CEO Schindler Group Corporate Services at the UBS, Bloomberg, and State Street
31 Hon’ble Winston Peters, Deputy Prime Minister and Minister of Global Advisors
Foreign Affairs, New Zealand 59 Mr. Fathi Jerfel, Deputy CEO, Global Head Retail Clients
32 Hon’ble Mr. David Parker, Minister of Trade and Export Growth, Division, Amundi
New Zealand 60 Shri Ashank Desai, VC - SINE/IITB Incubator
33 Honorable Victor Fedeli, Minister of Economic Development, 61 Mr. Joseph Law, Founder and CEO, Living Greatness
Job Creation and Trade, Government of Ontario 62 Mr. Daniel Dines, Global CEO and Founder UiPath
34 Mr. Menno Snel, Hon’ble Minister of Taxation and Customs, 63 Mr. David Craig, CEO, Refinitiv
Kingdom of Netherlands
64 Shri Ashok Agarwal, Chairman, Globe Capital & Chief Mentor,
35 H. E. Y. A. Zepos, Former Ambassador of Greece to India CPAI
36 Mr. Ugo Astuto, European Union Ambassador to India 65 Ms. Rama Vedashree, CEO, DSCI
37 Mr. Mikko Pötsönen, Counsellor (Economic & Commercial), 66 Shri Somasundaram PR, MD, World Gold Council India
Embassy of Finland
67 Ms. Vandna Ram, Regional Head Corporate Philanthropy, APAC,
38 Mr. Shreyas K Doshi, Honorary Consul, Honorary Consulate of Bloomberg
Finland
68 Shri Dr. Vivek Bindra, CEO, Bada Business
39 Mr. Ralph Hays, Consul General & Trade Commissioner, New
69 Shri Ashok Shah, Past President, Kutch Corporate Forum
Zealand Business
70 Dr. Nehal Shukla, Director, Gujarat Secondary and Higher
40 Ms. Erin Duncan, Deputy High Commissioner, New Zealand
Secondary Education Board
Business
71 Dr. Vijay N Deshani, Pro VC, Saurashtra University
41 H.E. Dr. K. J. Srinivasa, High Commissioner of India to the
Cooperative Republic of Guyana 72 Dr. Mehul Rupani, Managing Trustee, Shri H. N Shukla group of
colleges
42 Mr. Frank Muller Rosentritt, Member of German Bundgestag,
Member of Foreign Affair committee and Subcommittee on 73 Ms. Monika Halan, Consulting Editor, Mint
Culture relations and Economic policy 74 Bollywood Director Mr. Vikram Bhatt
43 Hon. Stephan Bali, Mayor, Black Town and Hon. Nathan Rees, 75 Bollywood Director Shri Vivek Agnihotri
MP and Ex- Premier of State of New South Wales, Australia 76 Bollywood Actor Shri Rajkummar Rao
44 Mr. Michio Harada Consul General of Japan 77 Bollywood Actress Ms. Hina Khan
45 Mr. Gavin Chay, Hon’ble Consul General of Singapore 78 Bollywood Actress Ms. Shweta Basu
46 Ms. Annie Dube, Hon’ble Consul General of Canada 79 Bollywood Actress Ms. Mouni Roy
47 Mr. Edgard D. Kagan, US Consul General of Mumbai 80 Bollywood Choreographer Ms. Arsh Tanna
48 Mr. Nakamura-san, Senior Director General, Japan Exchange 81 Bollywood Choreographer Mr. Sameer Tanna
Group
49 Mr. Yoshihiro Isaka, Senior Executive Officer, Japan Exchange AWARDS & RECOGNITION
Group 1. Financial Services ICON - CIO Power List 2019, awarded by
CORE
50 Mr. Xuewen Bi, MD, UBS AG
2. Eminent CIO Forum & InfoTech Forum 2019, awarded by
51 Mr. Harvesh Seegolam, CEO, FSC Mauritius
Eminent CIO of India - 2019
52 Mr. Deven Coopoosamy, Head of Projects, FSC Mauritius 3. IT Genius (CIO CROWN 2019), awarded by CORE Centre of
53 Mr. P. K. Kuriachen, India Representative FSC Mairitius Recognition & Excellence
Boards’ Report 33
ANNUAL REPORT 2019-20
4. Genius Awards 2019 (Robotic Process Automation), awarded India. During FY 2019-20, as part of digital initiative, BSE IPF has
by CORE Centre of Recognition & Excellence created Animated Investor Education Videos on 2 topics in English,
5. CIO100- 2019, The Disruptive 100 - Honouree 2019, awarded Hindi, Gujarati & Bengali languages. These Videos were uploaded on
by IDG International Data Group websites of BSE & BSE IPF for benefit of common investors.
6. BFSI 100 - Innovation Leadership Award 2019, awarded by 4th
BFSI CTO Summit Major Initiatives include:
1. Under the aegis of IOSCO and SEBI, IPF has participated in
7. Express BFSI Technology Awards - BFSI Digital Innovation
‘World Investor Week’ celebrations during September 30, 2019
Award 2020, awarded by Dell Technologies & Express
to October 6, 2019. 187 Investor Awareness Programs were
Computers
conducted across India of which 29 were conducted jointly with
8. The Economic Times BFSI Innovation Tribe Summit & Awards SEBI.
2020, awarded by The Economic Times BFSI
9. CSO 100 2. Released Common Booklet on Securities Market by Shri G.
10. CISO Platform Top 100 Mahalingam, Whole Time Member, SEBI at BSE Convention
Hall on October 4, 2019 (during WIW 2019). This event was
OTHER DISCLOSURES also graced by Shri Nagendraa Parakh, Executive Director -
MANAGEMENT DISCUSSION & ANALYSIS REPORT SEBI, Shri Ashishkumar Chauhan, MD & CEO - BSE, Shri Nehal
In terms of Regulation 34 of Listing Regulations, the Management Vora, MD & CEO - CDSL and other Senior SEBI & BSE officials.
Discussion and Analysis Report forms part of this Annual Report.
Common Booklet on Securities Market was prepared jointly
BUSINESS RESPONSIBILITY REPORT by BSE, NSE, MSEI, CDSL & NSDL under guidance of SEBI to
In terms of Regulation 34 of Listing Regulations, the Business provide basic information about securities market to common
Responsibility Report forms part of this Annual Report. investor.
CORPORATE GOVERNANCE 3. On January 16, 2020 Regional Seminar on Investor Education
Pursuant to the SECC Regulations, Listing Regulations and the Act, was conducted at Gurugram where Shri Nagendraa Parakh, ED,
report on Corporate Governance as on March 31, 2020, forms part of SEBI, Shri Nehal Vora, MD & CEO, CDSL & Shri Gopalkrishnan
this Annual Report. A Certificate from Practicing Company Secretary Iyer, CGM, BSE were speakers.
confirming status of compliances of the conditions of Corporate
Governance is annexed to the Corporate Governance Report. 4. On September 12, 2019, Seminar with Rotary Club was
organized at Kolkata wherein SEBI, RBI, ICAI, ICSI & ICWAI
INVESTOR PROTECTION FUND (IPF) were also participants.
The Company, through its IPF, regularly conducts Investor Awareness
Programmes (IAPs) throughout the country. IPF was instrumental in 5. Regional Seminar was held on June 7, 2019 at Coimbatore,
conducting 6,149 IAPs during FY 2019-20. Out of which 2,553 IAPs Tamilnadu. Shri G Mahalingam, WTM - SEBI was the Chief
were conducted by IPF itself while 3,596 IAPs were conducted using Guest. More than 400 investors, professionals attended the
Investors Services Fund (ISF). During the year, IPF conducted 231 event.
Regional Investor Seminars exclusively with SEBI across different
parts of the country. IPF also periodically brings out advertisements 6. Awareness Program for Air Force officials at Subroto Park
on Do’s and Don’ts for investors to educate investors and enable them Auditorium, Delhi was conducted on August 25, 2019. Air
to safeguard their interests. Marshal R Nambiar presided over the event which was attended
by more than 550 Air Force officers.
During the year, several educational and other capital market
awareness events were sponsored by IPF to raise awareness about In order to spread awareness about capital market as part of
corporate best-practice. IPF has also supported global conferences financial inclusion and to educate investors at national level
and seminars that enhance understanding of Indian markets both across India especially in tier 2 and tier 3 cities, IPF has
in India and abroad. IPF is currently managing 27 Investor Service used services of national level TV channels including leading
Centers across India covering all the major state capitals, including Business channels for spreading financial literacy programs
Mumbai. In order to create Capital Market Awareness with Post related to capital market education, financial planning etc.
Graduate college students, IPF Secretariat has conducted more than Investor Awareness Campaigns were also carried on various
1000 programs with Universities and Educational Institutions across themes in both print and following electronic media:
34
BSE LIMITED
1) CNBC TV18 and CNBC Awaaz The Board expresses sincere thanks to all its business associates,
2) ZEE Business consultants, bankers, vendors, auditors, solicitors and lawyers for
3) ET Now their continued partnership and confidence in the Company.
GREEN INITIATIVE The Board members also wish to place on record their appreciation
The Company disseminates all agenda items of Board and Committee for the dedication and contribution made by the employees at all
meetings electronically on a real time basis, by uploading them on levels and look forward for their support in future as well. The Board
a secured online application specifically designed for this purpose, members are also deeply touched by the efforts, sincerity and loyalty
thereby eliminating circulation of printed agenda papers. displayed by the employees during the COVID-19 pandemic and
without whom the growth of the Company is unattainable.
ACKNOWLEDGEMENTS
Further, the Board expresses its gratitude to you as Shareholders for
The Board sincerely thanks the Government of India, Securities and
the confidence reposed in the management of the Company.
Exchange Board of India, Reserve Bank of India, Insurance Regulatory
and Development Authority, Gujarat International Finance Tec-City,
the Government of Maharashtra and other State Governments and
various government agencies for their continued support, cooperation
and advice.
For and on behalf of the Board of Directors
The Board is grateful to the members of various committees
constituted during the year.
Boards’ Report 35
ANNUAL REPORT 2019-20
The Board of Directors (the “Board”) of BSE Limited (the “Company”) has adopted this dividend distribution policy (“Policy”) formulated in accordance with
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This progressive Policy reflects the intent of the Company to maintain or
grow the dividend each year, while recognizing that some earnings fluctuations are to be expected and that the dividend declared by the Board will reflect
its view of the earnings prospects over the entirety of the investment cycle.
The Board, while considering the decision of dividend pay-out or retention of a certain amount or entire profits of the Company, shall, as far as possible,
continue to strike a balance between the interests of the business, our financial creditors and our shareholders.
This updated Policy has been adopted by the Board with effect from Financial Year 2017-18.
1. Circumstances under which Shareholders can expect Dividend: Dividend will generally be paid once a year. Dividends for any financial year will
generally be paid out of net profit earned during the said year. However, in special circumstances which include maintaining dividend rate, the
Board may at its discretion, declare interim dividends and also declare dividend out of retained earnings.
2. Financial Factors: The dividend, if any, will depend on a number of factors, including but not limited to the Company’s result of operations,
earnings, capital requirements and surplus, quantum of profits, current and future cash flow requirements, providing for unforeseen events and
contingencies, and general financial conditions as the Board may deem fit.
3. Other Internal / External Factors: Internal factors include business expansion plan, investment plans, contractual restrictions, or other strategic
priorities as may be considered prudent by the Board. External factors include market conditions, competition intensity, applicable legal restrictions,
adherence to requirements stipulated under the regulations formulated by the Securities and Exchange Board of India, the Companies Act and
rules thereunder, as amended from time to time, taxation and other factors considered relevant by our Board.
4. Utilization of Retained Earnings: Retained earnings will generally be used to strengthen the financial position of the Company and will be used for
declaration of dividends in special circumstances including maintenance of dividend rate.
5. The Company currently has only one class of shares, viz. equity, for which this Policy is applicable. This Policy is subject to review if and when the
Company issues different classes of shares.
Dividend will continue to be accrued and payable with respect to shares held in abeyance.
The Policy shall be published in the annual report of the Company and available on the Company’s website.
The adequacy of this Policy shall be reviewed and reassessed periodically and updated by the Board based on the changes that may be brought about
due to any regulatory amendments or otherwise.
36
BSE LIMITED
INFORMATION REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT
AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
A. RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF ALL THE EMPLOYEES OF YOUR COMPANY
FOR THE FINANCIAL YEAR 2019-20 IS AS FOLLOWS:
Names of Directors Ratio of the remuneration of
Directors to median remuneration
Shri Ashishkumar Chauhan1 107.71
Justice Vikramajit Sen 2.34
Shri Sumit Bose 2.62
Shri S. S. Mundra 1.89
Shri David Wright 1.72
Shri Umakant Jayaram 2.75
Sushri Jayshree Vyas2 1.97
Smt. Usha Sangwan 0.69
Smt. Rajeshree Sabnavis3 @
1. Total Remuneration considered stated above is excluding 50% of Variable Pay to be paid on deferred basis after 3 years and including variable pay of prior years which has
been paid during the financial year 2019-20 as per Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018.
2. Appointed as Public Interest Director w.e.f. April 25, 2019
3. Retired from the post of Shareholder Director w.e.f. July 15, 2019
@ Since the remuneration of this Director is only for part of the year, the ratio of their remuneration to median remuneration is not comparable.
B. DETAILS OF PERCENTAGE INCREASE IN THE REMUNERATION OF EACH DIRECTOR, CHIEF FINANCIAL OFFICER AND COMPANY
SECRETARY IN THE FINANCIAL YEAR 2019-20 ARE AS FOLLOWS:
Remuneration paid to Managing Director and Chief Executive Officer:
Names of Director % increase in remuneration in the
Financial Year1 & 2
Shri Ashishkumar Chauhan 15%
1. Including payment of deferred variable pay representing 50% of the variable pay of prior year (along with interest thereon) on completion of 3 years as per Securities
Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018
2. Excludes 50% of the Variable Pay to be paid on deferred basis after 3 years as per the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations)
Regulations, 2018.
Boards’ Report 37
ANNUAL REPORT 2019-20
C. PERCENTAGE DECREASE IN THE MEDIAN REMUNERATION OF EMPLOYEES IN THE FINANCIAL YEAR 2019-20: 3%
D. NUMBER OF PERMANENT EMPLOYEES ON THE ROLLS OF THE COMPANY AS ON MARCH 31, 2020: 482
E.
AVERAGE PERCENTILE INCREASE ALREADY MADE IN THE SALARIES OF EMPLOYEES OTHER THAN THE MANAGERIAL PERSONNEL
IN THE LAST FINANCIAL YEAR AND ITS COMPARISON WITH THE PERCENTILE INCREASE IN THE MANAGERIAL REMUNERATION AND
JUSTIFICATION THEREOF AND POINT OUT IF THERE ARE ANY EXCEPTIONAL CIRCUMSTANCES FOR INCREASE IN THE MANAGERIAL
REMUNERATION:
The average percentile decrease in the salaries of employees other than the managerial personnel in the last Financial Year is 4%. The average
percentile increase in the salaries of managerial personnel is 15%.
F. IT IS HEREBY AFFIRMED THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OF THE COMPANY
38
BSE LIMITED
INFORMATION REQUIRED UNDER REGULATION 27(5) & 27(6) OF THE SECURITIES CONTRACTS (REGULATION) (STOCK EXCHANGES
AND CLEARING CORPORATIONS) REGULATIONS, 2018, FOR THE PERIOD FROM APRIL 1, 2019 TO MARCH 31, 2020
Names of Key Management Designation Compensation Ratio of the
Personnel (amount in `) compensation of Key
Management Personnel to
median compensation
Shri Ashishkumar Chauhan @ MD & CEO 7,64,62,712* 107.71
Shri Neeraj Kulshrestha @ Chief Regulatory Officer 1,35,98,282* 19.16
Shri Nayan Mehta @ Chief Financial Officer 1,60,76,120* 22.65
Shri Kersi Tavadia @ Chief Information Officer 1,43,67,763* 20.24
Shri Sameer Patil Chief Business Officer 1,15,36,556# 16.25
Shri Girish Joshi Chief Trading Operations and Listing Sales 89,18,293# 12.56
Shri Shivkumar Pandey Chief Information Security Officer 68,76,953# 9.69
Shri Khushro Bulsara Chief General Manager 67,67,511# 9.53
Shri Rajesh Saraf Chief General Manager 88,01,865# 12.40
Shri Gopalkrishnan Iyer Chief General Manager 80,80,445# 11.38
Shri Ketan Jantre Senior General Manager 55,34,938# 7.80
Shri Vivek Garg Senior General Manager 57,48,512# 8.10
Shri Shankar Jadhav Senior General Manager 83,50,352# 11.76
Shri Mahendra Tawde Senior General Manager 57,72,352# 8.13
Shri Vijukumar Pillai Senior General Manager 48,08,385# 6.77
Shri Rahul Sharma Senior General Manager 64,97,872# 9.15
Shri Ajaykumar Thakur General Manager 62,42,066# 8.79
Shri Jayesh Shah General Manager 41,54,444# 5.85
Shri Rajendra Sharma General Manager 59,27,776# 8.35
Shri Ganesh Ram General Manager 49,89,802# 7.03
Shri Bhushan Mokashi Additional General Manager 53,42,330# 7.53
Shri Devendra Kulkarni Deputy General Manager 37,10,793# 5.23
Smt. Prajakta Powle Company Secretary and Compliance Officer 32,84,998# 4.63
Ms. Neelam Patel Assistant General Manager 20,65,634# 2.91
* Total Remuneration stated above is excluding 50% of Variable Pay to be paid on deferred basis after 3 years. and including variable pay of prior year’s which has been paid
during the financial year 2019-20 as per Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018.
# Total Remuneration stated above is excluding 50% of Variable Pay to be paid on deferred basis after 3 years as per Securities Contracts (Regulation) (Stock Exchanges and
Clearing Corporations) Regulations, 2018.
@ Employed on contractual basis in accordance with the employment terms and conditions and service rules.
Boards’ Report 39
40
INFORMATION REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014 AND THE SECURITIES CONTRACTS (REGULATION) (STOCK EXCHANGES AND CLEARING CORPORATIONS) REGULATIONS, 2018,
FOR THE PERIOD FROM APRIL 1, 2019 TO MARCH 31, 2020
Sr. Name Age Date of Total Designation / Educational Qualifications Experience Previous Employment
No. (Yrs.) Joining Remuneration Nature of Duties in years
in `
1. Shri Ashishkumar Chauhan@ 52 22-Sep-09 7,64,62,712* Managing Director & B Tech (Mechanical, IIT Bombay), 29 President and Group Chief Information
CEO PGDM (IIM Calcutta) Officer (CIO) - Reliance Industries Limited.
2. Shri Nayan Mehta@ 53 19-Jan-12 1,60,76,120* Chief Financial Officer B. Com, ACMA, FCA 28 Joint General Manager (Accounts) - Credit
Analysis & Research Ltd.
3. Shri Kersi Tavadia@ 57 25-Oct-10 1,43,67,763* Chief Information Officer B.Sc, PGDCS, MFM, CISM 37 Chief Technology Office-HSBC Invest
ANNUAL REPORT 2019-20
Direct Securities.
4. Shri Neeraj Kulshrestha@ 54 05-May-15 1,35,98,282* Chief Regulatory Officer B.Sc. (Computer), MBA (Finance). 32 Executive Director at Morgan Stanley India
5. Shri Sameer Patil 46 07-Jul-15 1,15,36,556^ Chief Business Officer B.Sc., Dip. In Marketing 21 Advisor at NCDEX
Management
6. Shri Girish B Joshi 52 06-Aug-10 89,18,293^ Chief Trading Operations B. Com, A.C.A, AICWA 29 Asst. General Manager at ICICI Bank
and Listing Sales
7. Shri Rajesh Saraf 50 30-May-11 88,01,865^ Chief General Manager BR (Elect), MMS (Finance) 26 Sr. Consultant at Tata Consultancy Services
8. Shri Shankar Jadhav 53 15-Nov-12 83,50,352^ Senior General Manager B. Tech (IIT Bombay), PGDM (IIM 29 President at Quantum Project Infra
Ahmedabad)
9. Shri Gopalkrishnan Iyer 53 01-Jan-98 80,80,445^ Chief General Manager B. Com, FCA and CFA from ICFAI 30 Sr. Manager at Nucleus Securities Limited
10. Shri Shivkumar Pandey 45 27-Apr-16 68,76,953^ Group Chief Information B.E in Electronics and 20 Chief Information Security Officer at
Security Officer Telecommunication. Master’s in National Payment Corporation of India
information management
11. Shri Nehal Vora@$ 46 20-Jul-09 2,21,94,908^ Chief Regulatory Officer B.Com., MMS (Finance) 24 Director - DSP Merrill Lynch Ltd.
12. Shri Amit Mahajan@% 48 07-Jul-10 65,18,560^ Chief General BE (Mech), MMS (Finance) 25 Vice President at Reliance Infosolutions
Manager
* Total Remuneration stated above is excluding 50% of Variable Pay to be paid on deferred basis after 3 years and including variable pay of prior year’s which has been paid during the financial year 2019-20 as per
Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018.
^ Total Remuneration stated above is excluding 50% of Variable Pay to be paid on deferred basis after 3 years as per Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018.
@ Employed on contractual basis in accordance with the employment terms and conditions and service rules.
$ Shri Nehal Vora was Chief Regulatory Officer till September 23, 2019.
% Shri Amit Mahajan was Chief General Manager till October 17, 2019.
Notes:
1. Remuneration as shown above includes Salary, Allowances, Ex-Gratia, Leave Encashment, Contribution to Provident Fund.
2. None of the employees named above is relative of any Director of the Company.
3. Except Shri Girish Joshi, none of the employees named above hold any equity shares in the Company.
4. The Company does not have any Employees Stock Option Plan (ESOP) Scheme for its employees.
Boards’ Report 41
ANNUAL REPORT 2019-20
42
BSE LIMITED
Boards’ Report 43
44
IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding
Category of Share holders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change
Demat Physical Total % of total Demat Physical Total % of total during the
shares shares year
A. Promoters
(1) Indian 0 0 0 0.00 0 0 0 0.00 0.00
a) Individual/HUF 0 0 0 0.00 0 0 0 0.00 0.00
b) Central Government 0 0 0 0.00 0 0 0 0.00 0.00
c) State Government (s) 0 0 0 0.00 0 0 0 0.00 0.00
d) Bodies Corp. 0 0 0 0.00 0 0 0 0.00 0.00
ANNUAL REPORT 2019-20
Boards’ Report
b) Individuals
i) Individual shareholders holding nominal share capital upto 1,32,82,907 26 1,32,82,933 25.65 1,37,83,022 26 1,37,83,048 30.61 4.96
` 1 lakh
ii) Individual shareholders holding nominal share capital in 18,75,208 0 18,75,208 3.62 19,94,465 0 19,94,465 4.43 0.81
excess of ` 1 lakh
c) Other (Specify)
i. HUF 8,22,025 0 8,22,025 1.59 9,03,664 0 9,03,664 2.01 0.42
ii. Trust 1,773 0 1,773 0.00 1,958 0 1,958 0.00 0.00
iii. Non Resident Indians 27,71,747 0 27,71,747 5.35 1,931,728 0 19,31,728 4.29 -1.06
iv. NBFC 1,334 0 1,334 0.00 18 0 18 0.00 0.00
v. IEPF 448 0 448 0.00 760 0 760 0.00 0.00
vii. Foreign Nationals 0 0 0 0.00 0 0 0 0.00 0.00
viii. CM Pool Position 66,672 0 66,672 0.13 1,73,838 0 1,73,838 0.39 0.26
Sub-total (B)(2);- 22,291,295 26 2,22,91,321 43.04 2,11,59,437 26 2,11,59,463 47.00 3.95
Total Public Shareholding (B)=(B)(1)+(B)(2) 3,49,89,894 26 3,49,89,920 67.56 3,13,09,270 26 3,13,09,296 69.54 1.98
C. Shares held by Custodian for GDRs & ADRs 0 0 0 0.00 0 0 0 0.00 0.00
Grand Total (A+B+C) 3,49,89,894 26 3,49,89,920 67.56 3,13,09,270 26 3,13,09,296 69.54 1.98
D. Trading Members & Associates of Trading Members
I. Corporate Trading Member 65,83,159 0 65,83,159 12.71 50,01,740 0 50,01,740 11.11 -1.60
II. Individual Trading Member 19,40,239 0 19,40,239 3.75 15,47,572 0 15,47,572 3.44 -0.31
III. Trading Member BANK 18,92,028 0 18,92,028 3.65 18,23,999 0 18,23,999 4.05 0.40
IV. Notified - Corporate Trading Member 64,000 91,000 1,55,000 0.30 32,286 91,000 1,23,286 0.27 -0.03
V. Notified – Individual Trading Member 1,95,000 6,500 2,01,500 0.39 1,51,977 6,500 1,58,477 0.35 -0.04
VI. Associate Trading Member - CORPORATE 7,77,301 0 7,77,301 1.50 7,38,126 0 7,38,126 1.64 0.14
VII. Associate Trading Member - INDIVIDUAL 15,45,568 0 15,45,568 2.98 15,22,882 0 15,22,882 3.38 0.40
VIII. Associate Trading Member - HUF 86,549 0 86,549 0.17 72,224 0 72,224 0.16 -0.01
IX. Associate Trading Member - Banks/FII 19,480 0 19,480 0.04 19,480 0 19,480 0.04 0.01
X. Associate Trading Member - FDI Banks 58,441 0 58,441 0.11 58,441 0 58,441 0.13 0.02
XI. Associate Trading Member - Foreign Portfolio Investors 6,37,895 0 6,37,895 1.23 0 0 0 0.00 -1.23
XII. Associate Trading Member - Insurance Company 28,21,609 0 28,21,609 5.45 25,76,428 0 25,76,428 5.72 0.27
XIII. Associate Trading Member - NBFC 13,245 0 13,245 0.03 6,346 0 6,346 0.01 -0.01
XIV. Associate Trading Member - Non Resident Indians 2,068 0 2,068 0.00 1,000 0 1,000 0.00 0.00
XV. Associate Trading Member - Notified Individuals 0 65,000 65,000 0.13 0 65,000 65,000 0.14 0.02
Sub-total D: 1,66,36,582 1,62,500 1,67,99,082 32.44 1,35,52,501 1,62,500 1,37,15,001 30.46 -1.98
Grand Total (A+B+C+D) 5,16,26,476 1,62,526 5,17,89,002 100.00 4,48,61,771 1,62,526 4,50,24,297 100.00 0.00
Note: The outstanding share capital as on March 31, 2020 is after considering extinguishment of 67,64,705 equity shares pursuant to buyback.
BSE LIMITED
45
ANNUAL REPORT 2019-20
iv) SHAREHOLDING PATTERN OF TOP 10 SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF GDRs AND ADRs)
Sr. Names of Shareholders Shareholding at the Cumulative Shareholding
No. beginning of the year during the year
No. of % of total No of % of total
Shares* shares of the Shares* shares of the
company* company*
1 Deutsche Boerse AG 25,49,443 4.92 25,49,443 4.92
27/09/2019 Sale -5,62,510 0.51 19,86,933 4.41
At the end of the year 19,86,933 4.41
2 Life Insurance Corporation of India 25,25,500 4.88 25,25,500 4.88
At the end of the year 25,25,500 5.61
3 Siddharth Balachandran 18,63,703 3.60 18,63,703 3.60
05/04/2019 Sale -18,948 0.04 18,44,755 3.56
12/04/2019 Sale -37,769 0.07 18,06,986 3.49
19/04/2019 Sale -13,153 0.03 17,93,833 3.46
26/04/2019 Sale -31,842 0.06 17,61,991 3.40
03/05/2019 Sale -39,531 0.07 17,22,460 3.33
10/05/2019 Sale -74,988 0.15 16,47,472 3.18
17/05/2019 Sale -83,797 0.16 15,63,675 3.02
24/05/2019 Sale -1,10,515 0.21 14,53,160 2.81
31/05/2019 Sale -1,04,566 0.21 13,48,594 2.60
07/06/2019 Sale -78,818 0.15 12,69,776 2.45
14/06/2019 Sale -61,374 0.12 12,08,402 2.33
46
BSE LIMITED
iv) SHAREHOLDING PATTERN OF TOP 10 SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF GDRs AND ADRs)
Sr. Names of Shareholders Shareholding at the Cumulative Shareholding
No. beginning of the year during the year
No. of % of total No of % of total
Shares* shares of the Shares* shares of the
company* company*
21/06/2019 Sale -45,557 0.08 11,62,845 2.25
28/06/2019 Sale -1,28,628 0.25 10,34,217 2.00
23/08/2019 Purchase 16,351 0.03 10,50,568 2.03
30/08/2019 Purchase 46,964 0.09 10,97,532 2.12
27/09/2019 Sale -2,28,190 0.19 8,69,342 1.93
27/03/2020 Purchase 11,000 0.03 8,80,342 1.96
31/03/2020 Purchase 16,267 0.03 8,96,609 1.99
At the end of the year 8,96,609 1.99
4 IDFC Mutual Fund 14,78,800 2.86 14,78,800 2.86
05/04/2019 Purchase 20,000 0.03 14,98,800 2.89
26/04/2019 Sale -6,940 0.01 14,91,860 2.88
03/05/2019 Sale -17,915 0.03 14,73,945 2.85
28/06/2019 Sale -62,500 0.12 14,11,445 2.73
05/07/2019 Sale -23,389 0.05 13,88,056 2.68
12/07/2019 Sale -73,636 0.14 13,14,420 2.54
19/07/2019 Sale -4,588 0.01 13,09,832 2.53
26/07/2019 Sale -49,520 0.1 12,60,312 2.43
02/08/2019 Sale -66,444 0.12 11,93,868 2.31
09/08/2019 Sale -14,118 0.03 11,79,750 2.28
16/08/2019 Sale -54,096 0.11 11,25,654 2.17
23/08/2019 Sale -80,686 0.15 10,44,968 2.02
30/08/2019 Sale -1,05,712 0.21 9,39,256 1.81
06/09/2019 Sale -14,064 0.02 9,25,192 1.79
13/09/2019 Sale -14,068 0.03 9,11,124 1.76
20/09/2019 Purchase 2,58,248 0.50 11,69,372 2.26
27/09/2019 Sale -7,05,173 1.23 4,64,199 1.03
30/09/2019 Sale -4,173 0.01 4,60,026 1.02
01/10/2019 Sale -4,100 0.01 4,55,926 1.01
11/10/2019 Sale -10,285 0.02 4,45,641 0.99
25/10/2019 Sale -14,843 0.03 4,30,798 0.96
01/11/2019 Sale -27,866 0.07 4,02,932 0.89
13/12/2019 Sale -2,932 0.00 4,00,000 0.89
17/01/2020 Sale -38,371 0.09 3,61,629 0.80
24/01/2020 Sale -11,112 0.02 3,50,517 0.78
28/02/2020 Sale -10,315 0.02 3,40,202 0.76
Boards’ Report 47
ANNUAL REPORT 2019-20
iv) SHAREHOLDING PATTERN OF TOP 10 SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF GDRs AND ADRs)
Sr. Names of Shareholders Shareholding at the Cumulative Shareholding
No. beginning of the year during the year
No. of % of total No of % of total
Shares* shares of the Shares* shares of the
company* company*
06/03/2020 Sale -17,915 0.04 3,22,287 0.72
27/03/2020 Sale -29,516 0.07 2,92,771 0.65
31/03/2020 Sale -32,278 0.07 2,60,493 0.58
At the end of the year 2,60,493 0.58
5 State Bank of India 12,54,535 2.42 12,54,535 2.42
27/09/2019 Sale -1,77,297 0.02 10,77,238 2.39
At the end of the year 10,77,238 2.39
6 Acacia Banyan Partners Limited 10,07,772 1.95 10,07,772 1.89
27/09/2019 Sale -2,22,355 7,85,417 1.74
At the end of the year 7,85,417 1.74
7 National Westminster Bank PLC as Trustee of The Jupiter India Fund 8,71,399 1.68 8,71,399 1.68
27/09/2019 Sale -1,13,232 0.25 7,58,167 1.68
10/01/2020 Sale -20,722 0.04 7,37,445 1.64
21/02/2020 Sale -8,755 0.02 7,28,690 1.62
06/03/2020 Sale -8,856 0.02 7,19,834 1.60
At the end of the year 7,19,834 1.60
8 Caldwell India Holdings INC 7,73,319 1.49 7,73,319 1.49
27/09/2019 Sale -1,00,487 6,72,832 1.49
At the end of the year 6,72,832 1.49
9 GKFF Ventures 7,34,937 1.42 7,34,937 1.42
05/04/2019 Sale -1,55,459 0.3 5,79,478 1.12
12/04/2019 Sale -1,00,000 0.19 4,79,478 0.93
27/09/2019 Sale -1,37,942 0.17 3,41,536 0.76
11/10/2019 Sale -54,404 0.12 2,87,132 0.64
01/11/2019 Sale -43,000 0.1 2,44,132 0.54
08/11/2019 Sale -80,000 0.18 1,64,132 0.36
10/01/2020 Sale -6,871 0.01 1,57,261 0.35
17/01/2020 Sale -98,877 0.22 58,384 0.13
14/02/2020 Sale -20,000 0.04 38,384 0.09
At the end of the year 38,384 0.09
10 Akshay Vasantlal Mehta 3,09,462 0.60 3,09,462 0.60
19/04/2019 Purchase 32,000 0.06 3,41,462 0.66
26/04/2019 Purchase 96,600 0.19 4,38,062 0.85
10/05/2019 Purchase 32,370 0.06 4,70,432 0.91
24/05/2019 Purchase 1,380 0.00 4,71,812 0.91
07/06/2019 Purchase 29,629 0.06 5,01,441 0.97
48
BSE LIMITED
iv) SHAREHOLDING PATTERN OF TOP 10 SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF GDRs AND ADRs)
Sr. Names of Shareholders Shareholding at the Cumulative Shareholding
No. beginning of the year during the year
No. of % of total No of % of total
Shares* shares of the Shares* shares of the
company* company*
14/06/2019 Purchase 165 0.00 5,01,606 0.97
28/06/2019 Purchase 49,000 0.09 5,50,606 1.06
05/07/2019 Purchase 32,500 0.07 5,83,106 1.13
12/07/2019 Purchase 2,375 0.00 5,85,481 1.13
26/07/2019 Purchase 25 0.00 5,85,506 1.13
23/08/2019 Purchase 64,900 0.13 6,50,406 1.26
30/08/2019 Purchase 20,500 0.04 6,70,906 1.30
At the end of the year 6,70,906 1.30
11 ICICI Prudential Mutual Fund 6,56,573 1.27 6,56,573 1.27
03/05/2019 Sale -69,187 0.14 5,87,386 1.13
10/05/2019 Sale -1,25,241 0.24 4,62,145 0.89
24/05/2019 Sale -674 0.00 4,61,471 0.89
14/06/2019 Sale -18,742 0.04 4,42,729 0.85
21/06/2019 Sale -4,346 0.00 4,38,383 0.85
30/08/2019 Sale -50,108 0.1 3,88,275 0.75
27/09/2019 Sale -55,712 0.01 3,32,563 0.74
At the end of the year 3,32,563 0.74
12 MSPL Limited 5,99,378 1.16 5,99,378 1.16
At the end of the year 5,99,378 1.33
13 S Gopalakrishnan 5,30,835 1.02 5,30,835 1.02
At the end of the year 5,30,835 1.18
*Including buyback transaction.
Boards’ Report 49
ANNUAL REPORT 2019-20
(` In Lakhs)
V. INDEBTEDNESS
Indebtedness of the Company Including interest outstanding / accrued but not due for payment
Secured Unsecured Deposits Total
Loans Loans Indebtedness
excluding
deposits
Indebtedness at the beginning of the financial year
i) Principal Amount - - - -
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) - - - -
Change in Indebtedness during the financial year
i) Addition - - - -
ii) Reduction - - - -
Net Change
Indebtedness at the end of the financial year
i) Principal Amount - - - -
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) - - - -
50
BSE LIMITED
Boards’ Report 51
ANNUAL REPORT 2019-20
52
BSE LIMITED
To,
The Members,
BSE LIMITED
25th Floor, P. J. Towers
Dalal Street, Mumbai - 400 001
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by
BSE LIMITED (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the
corporate conducts / statutory compliances and expressing my opinion thereon.
Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also
the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that
in my opinion, the company has, during the audit period covering the financial year ended on March 31, 2020 complied with the statutory provisions
listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject
to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended
March 31, 2020 according to the provisions of:
i) The Companies Act, 2013 (the Act) and the rules made thereunder.
ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder.
iii) The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder.
iv) Foreign Exchange Management Act, 1999 (“FEMA”) and the rules and regulations made thereunder to the extent of Foreign Direct Investment and
overseas Direct Investment.
v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
d. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; - Not Applicable
e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; - Not Applicable
f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies
Act and dealing with client;
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2019; - Not Applicable
h. The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018;
i. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; and
j. Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018
Boards’ Report 53
ANNUAL REPORT 2019-20
vi) I further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records
in pursuance thereof on test-check basis, the Company has complied with the following laws applicable specifically to the Company:-
a. Securities and Exchange Board of India Act, 1992 & Circulars, Master Circulars and Regulations issued by SEBI and applicable to the
Company.
b. Securities Contracts (Regulation) (Stock Exchanges & Clearing Corporations) Regulations 2018.
c. Prevention of Money Laundering Act, 2002.
I have also examined compliance with the applicable clauses of the Secretarial Standards issued by the Institute of Company Secretaries of India
(ICSI).
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as
mentioned above.
I further report that:
• the Board of Directors of the Company is duly constituted with proper balance of Executive, Non-Executive, Independent Directors and Woman
Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance
with the provisions of the Act.
• adequate notices is given to all Directors to schedule Board Meetings. Agenda and detailed notes on agenda were sent seven days in advance
and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful
participation at the meeting.
• all decisions at Board and Committees meetings are were carried out unanimously, as recorded in the minutes of the Board and Committee
meetings.
• there are adequate systems and processes exist in place in the company commensurate with the size and operations of the company to monitor
and ensure compliance with applicable laws, rules, regulations and guidelines.
I further report that during the audit period there were following specific events/ action reported having major bearing on company’s
operations:
• Sushri Jayshree Ashwinkumar Vyas was appointed as Independent Women Director w.e.f. April 25, 2019.
• Smt. Rajeshree Sabnavis, Shareholder Director of the Company retired from the Board of the Company w.e.f. July 15, 2019.
• The members of the Company at the Fourteenth Annual General Meeting of the Company held on July 15, 2019, approved the buy-back of equity
shares through the ‘tender offer’ process. The Company has completed buy-back of its equity shares on September 24, 2019.
Dhrumil. M Shah
Practising Company Secretary
Date: May 21, 2020 C.P. No. 8978 & FCS No. 8021
Place: Mumbai PR No. 400/2016
This Report is to be read with my letter of even date which is annexed as Annexure- I and forms an integral part of this report.
54
BSE LIMITED
ANNEXURE I
(TO THE SECRETARIAL AUDIT REPORT)
To,
The Members,
BSE LIMITED
1) Maintenance of Secretarial record is the responsibility of the Management of the Company. My responsibility is to express an opinion on
these Secretarial Records based on my audit.
2) I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents
of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in the Secretarial records. I
believe that the processes and practices, I followed provide a reasonable basis for my opinion.
3) I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4) Wherever required, I have obtained the Management representation about the compliance of Laws, Rules and Regulations and happening
of events etc.
5) The compliance of the provisions of Corporate and other applicable Laws, Rules, Regulations, Standards is the responsibility of the
Management. My examination was limited to the verification of procedures on test basis.
6) The Secretarial Audit report is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which
the Management has conducted the affairs of the Company.
Dhrumil. M Shah
Practising Company Secretary
Date: May 21, 2020 C.P. No. 8978 & FCS No. 8021
Place: Mumbai PR No. 400/2016
Boards’ Report 55
ANNUAL REPORT 2019-20
i. Promoting education and employment enhancing vocation skills among various social and demographic groups, including children, women,
elderly, and the differently abled,
ii. Disaster relief in form of medical aid to promote health care, food supply to eradicate hunger, poverty and malnutrition and supply of clear
water to promote sanitation and making available safe drinking water and
iii. Promoting technology incubators, including those set up as non-academic Technology Business Incubators, as permitted under Companies
Act, 2013 and various guidelines issued thereunder.
Any other CSR activity as allowed under Section 135 of Companies Act, 2013.
The detailed CSR Policy of BSE is publicly available at the Weblink http://www.bseindia.com/downloads1/Corporate_Social_Responsibility_Policy.
pdf.
BSE and some of its group companies have established a section 8 company namely “BSE CSR Integrated Foundation” to carry out the CSR
activities on their behalf.
3. AVERAGE NET PROFIT OF THE COMPANY FOR LAST THREE FINANCIAL YEARS: ` 16,087.35 Lakh
5. DETAILS OF CSR EXPENDITURE FOR THE FINANCIAL YEAR ENDING MARCH 31, 2020:
a. Total amount to be spent for the financial year: ` 321.75 Lakh
b. Amount unspent, if any: Nil
c. Details of the expenditure on CSR activities during the financial year are as under:
56
BSE LIMITED
(` in Lakh)
Sr. CSR project Sector in which the Projects or Amount Amount spent Cumulative Amount
No. or activity Project is covered programs outlay on the projects expenditure spent:
identified (1) Local area or (budget) or programs up to Direct or
other Project or Subheads: reporting through
(2) Specify the program (1) Direct period implementing
State and district wise expenditure * agency
where projects on projects or
or programs was programs
undertaken (2) Overheads
1. Contribution Contributions to Mumbai, 250.00 250.00 621.06 Through BSE
to technology incubator funded by Maharashtra CSR Integrated
incubator Central Government Foundation
2. Disaster Relief Promoting health, 1. Odisha 60.00 60.00 60.00 Through BSE
sanitation and 2. Goa CSR Integrated
eradicating hunger 3. Madhya Foundation
and poverty Pradesh
4. Gujarat
5. Maharashtra
6. Andhra
Pradesh
7. Bihar
8. Assam
9. Karnataka
10. Kerala
11.Tamilnadu
3. Contribution Various sector PAN India 9.73 9.73 9.73 Through BSE
to BSE CSR covered by Schedule CSR Integrated
Integrated VII of the Companies Foundation
foundation towards Act, 2013
undertaking CSR
activities
Subtotal 319.73 319.73 690.79
Overheads 2.02
Total CSR Spend 321.75
* Refers to the expenditure on cumulative basis only on Projects identified during the Financial Year, since the Base Year FY 2014-15.
Boards’ Report 57
ANNUAL REPORT 2019-20
Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section
(1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto
58
BSE LIMITED
To,
The Members,
Indian Clearing Corporation Limited,
25th Floor, P. J. Towers,
Dalal Street, Mumbai 400001
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Indian
Clearing Corporation Limited (hereinafter called the ‘Company’). Secretarial Audit was conducted in a manner that provided me a reasonable basis for
evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Company’s books, forms and returns filed and other records maintained by the Company and also the information provided
by the Company, its officers, agents and authorized representatives during the conduct of the Secretarial Audit, I hereby report that in my opinion, the
Company has, during the audit period covering the financial year ended on 31st March, 2020 (‘Audit Period’), complied with the Statutory provisions
listed hereunder and also that the Company has proper Board Processes and compliance-mechanism in place to the extent, in the manner and subject
to the reporting made hereinafter:
I have examined the books, papers, Minute books, forms and returns filed and other records maintained by the Company for the financial year ended on
31st March, 2020 according to the provisions of:
1. The Companies Act, 2013 (the ‘Act’) and the rules made thereunder;
2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
3. The Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2012 read with Circular No. CIR/MRD/DSA/33/2012
dated December 13, 2012 issued by the SEBI (effective upto October 02, 2018);
4. Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 (effective from October 03, 2018);
5. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
6. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas
Direct Investment and External Commercial Borrowings;(Not applicable to the Company during the year under review as the Company does not
have any Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings);
7. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):--
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;(Not applicable to the
Company during the year under review);
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (Not applicable to the
Company during the year under review);
d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)Guidelines, 1999
and The Securities and Exchange Board of India (Shared based Employee Benefits) Regulations, 2014 notified on 28th October 2014; (Not
applicable to the Company during the year under review);
e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;(Not applicable to the Company during
the year under review);
Boards’ Report 59
ANNUAL REPORT 2019-20
f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies
Act and dealing with client;
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the Company during the year
under review);
h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable to the Company during the year
under review)and
I have also examined compliance with the applicable clauses of the following:
i. Secretarial Standards issued by the Institute of Company Secretaries of India (SS-1 & SS-2) and
ii. Regulations 17 to 27, 46(2)(b) to 46(2)(i) and Para C, D, E of Schedule V of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 as per the requirement of Regulation 35 of the Securities Contracts (Regulation) (Stock
Exchanges and Clearing Corporations) Regulations, 2012 (effective upto October 02, 2018) and Regulation 33 of Securities Contracts
(Regulation) (Stock Exchanges And Clearing Corporations) Regulations, 2018(effective from October 03, 2018).
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned
above, subject to the following observations :-
a. In terms of the requirements of Regulation 46 of The Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations)
Regulations, 2012, all the securities of the Company (Clearing Corporation) shall be in Dematerialised format. However, Six Equity Shares
of the Company, held by the Nominee Shareholders on behalf of its Holding Company (BSE Ltd) are in physical format.
b. Per the requirements of Section 92 (3) of the Companies Act, 2013, an extract of the Annual Return in form MGT-9 shall form part of
the Board’s Report. However, the same has not been annexed to the Board Report of the Company for financial year 2018-19, filed with
Registrar of Companies on August 19, 2019.
I further report that:
• The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Public Interest
Directors (Independent Directors). The changes in the composition of the Board of Directors that took place during the period under review were
carried out in compliance with the provisions of the Act.
• Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on the agenda were sent at least seven days
in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for
meaningful participation at the meeting.
• All decisions at the Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board
of Directors or Committees of the Board, as the case may be. As per the records provided by the Company, none of the member of the Board
dissented on any resolution passed at the meeting of the Board.
• There are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure
compliance with the applicable Laws, Rules, Regulations and Guidelines.
I further report that during the audit period there were no specific events / actions having a major bearing on the Company’s affairs in pursuance of the
above referred laws, Rules, Regulations, Guidelines, etc.
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BSE LIMITED
ANNEXURE 1
(To the Secretarial Audit Report)
To,
The Members,
Indian Clearing Corporation Limited
25th Floor, P. J. Towers,
Dalal Street, Mumbai 400001
1. Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these
secretarial records based on my audit.
2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the
secretarial records. I believe that the processes and practices I followed provided a reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. The compliance of the provisions of corporate laws, rules, regulations, standards is the responsibility of management. My examination was limited
to the verification of procedures on test basis.
5. Where ever required, I have obtained and relied on the Management representation made by the Company and its Officers for systems and
mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company.
6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
Boards’ Report 61
ANNUAL REPORT 2019-20
In presence of Hon’ble Vice President of India, Shri M. Venkaiah Naidu; Shri Nayan
Mehta, CFO, BSE presenting a memento to Shri Bhagat Singh Koshyari, Hon’ble The economic fallout depends on factors that interact in ways that are hard
Governor of Maharashtra at the First Late Prof. Yashwantrao Kelkar Memorial event to predict, including the pathway of the pandemic, the intensity and efficacy
at BSE. of containment efforts, the extent of supply disruptions, the repercussions
62
BSE LIMITED
B y the end of May 2020, most countries that have previously imposed
restrictions, including USA, China, India and European countries are
beginning to lift lockdown measures, although they’ve had varying
levels of success in tackling their respective outbreaks. People are
returning to a changed world, full of restrictions to ensure public
spaces aren’t overcrowded and workplace operational with necessary
precautions. Economic activity that had slumped across the world in
April has shown small signs of recovery in May 2020.
Impact on Commodities
The fast deterioration of the global economic outlook as the epidemic
has spread and the breakdown of the OPEC+ agreement among oil
Shri Gyaneshwar Kumar Singh, Joint Secretary, Ministry of Corporate Affairs,
suppliers have weighed heavily on commodity prices. From mid-
Government of India along with Shri Kersi Tavadia, CIO, BSE posing at the BSE Bull
on 3rd April, 2019 at BSE. January to end-March, base metal prices fell about 15%, natural
gas prices declined by 38%, and crude oil prices dropped by about
65%. Futures markets indicate that oil prices will remain below $45 a
of the dramatic tightening in global financial market conditions, shifts in barrel through 2023, some 25% lower than the 2019 average price,
spending patterns, behavioral changes (such as people avoiding shopping reflecting persistently weak demand. These developments are likely
malls and public transportation), confidence effects, and volatile commodity to weigh heavily on oil exporters with undiversified revenues and
prices. Many countries face a multi-layered crisis comprising a health exports—particularly on high-cost producers—and compound the
shock, domestic economic disruptions, plummeting external demand, shock from domestic infections, tighter global financial conditions,
capital flow reversals, and a collapse in commodity prices. and weaker external demand. However, lower oil and commodity
prices may benefit importers.
A partial recovery for 2021 is anticipated with considerable uncertainty
about the strength of the rebound. Assuming that the pandemic fades Impact on Equity Markets
in the second half of 2020 and containment efforts can be gradually Equity markets have sold off dramatically; high-yield corporate and
unwound, IMF forecasts the global economy to grow by 5.8% in 2021 emerging market sovereign spreads have widened significantly; and
as economic activity normalizes, helped by policy support. Much
worse growth outcomes are possible and maybe even likely. This
would follow if the pandemic and containment measures last longer,
emerging and developing economies are even more severely hit, tight
financial conditions persist, and/or if widespread scarring effects
emerge due to firm closures and extended unemployment.
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BSE LIMITED
Southeast Asia
Southeast Asian economies are taking a huge hit in the global
economic crisis caused by the spreading pandemic. The economic
impact will be huge, on par with the fallout of the 1997-98 Asian
Financial Crisis, or perhaps much greater. The ADB’s Asian
Development Outlook forecasts that Southeast Asia will track closely
with China and decelerate growth to +1 percent in 2020. A strong Shri Subramanian Swamy, Member of Parliament, Rajya Sabha and Shri Ashishkumar
rebound of +4.7 percent is expected in 2021 by the ADB, with the Chauhan, MD & CEO, BSE along with other dignitaries during the launch ceremony
economic crisis brought on by the Covid-19 pandemic a huge, but of the book named ‘RESET: Regaining India’s Economic Legacy’ by Shri Subramanian
Swamy on 30th September, 2019 at BSE.
relatively short-term shock.
According to the data, gross value added (GVA) growth in the • T he FPI limit for corporate bonds has been increased to 15%
manufacturing sector contracted by 1.4 percent in the fourth quarter from the existing 9%.
of 2019-20, from 2.1 percent expansion a year ago. However, farm • P lans to float a new Debt-ETF consisting primarily of G-Secs
sector GVA growth was up at 5.9 percent, compared to 1.6 percent in in the wake of the success of the Debt-ETF which will improve
the corresponding period of 2018-19. retail investors’ access to G-Secs.
66
BSE LIMITED
• L iquidity support to NBFCs/HFCs under Partial Credit Guarantee due to the lockdown, fall in domestic demand and waiver of
Scheme to be continued by guaranteeing securities floated. interest and late fees. The government has extended the last
date for filing annual GST return for financial year 2018-19
• ithholding of lower Interest rate of 5% under section 194LD
W
by three months till September 2020. An extension till 31st
for interest payment to FPIs and QFIs in respect of bonds
May for all the e-way bills generated on or before the March
issued by Indian companies and government securities has
been extended till 30th June 2023. 24th, whose validity were to expire between March 20th and
April 15th. This relaxation will allow seamless movement of
• unicipal Bonds is also included under section 194LD, thereby
M goods and supplies through road transport carriers ensuring
withholding rate of 5% to will be applicable for interest payment availability of supplies across the county.
to FPIs and QFIs.
2. Purchasing Managers’ Index (PMI): India’s services sector that
• 1 00% tax exemption to their interest, dividend and capital contributes 55% to India’s GDP declined to its lowest level
gains income in respect of investment made in infrastructure. in over 14 years in April 2020, as the lockdown to contain
• Investment limit of FPIs in corporate bonds will be increased the covid-19 pandemic forced businesses to shut down and
from 9% to 15%. consumers to stay indoors. The services PMI for India fell
sharply to 5.4 in April 2020 from 49.3 in March, recording the
• ithholding rate reduced from 5% to 4% on interest payment
W sharpest deterioration in services output since data analytics
on the bonds listed on its IFSC exchange. firm IHS Markit started collecting the data in December
• isinvestment target has been pegged for FY
D 2005. It recovered marginally to 12.6 in May 2020. Similarly,
2020-21 at ` 2.11 lakh crore, against target of manufacturing PMI released by the IHS Markit declined to 30.8
` 1.05 lakh crore in FY 2019-20. in May, only slightly better than 27.4 recorded in April 2020.
• Stake sale in LIC through IPO 3. Trade: Contracting for the second straight month, India’s
exports shrank by a record 60.28 percent in April 2020 to USD
• Proposal to sell balance holding of government in IDBI Bank. 10.36 billion, mainly on account of the coronavirus lockdown.
Imports too plunged by 58.65 percent to USD 17.12 billion
• A ir India, BPCL, Shipping Corporation of India is expected to
in April 2020, leaving a trade deficit of USD 6.76 billion as
contribute substantially to the FY21 divestment target.
against USD 15.33 billion in April 2019, according to the data
by the commerce and industry ministry. This is the lowest
Impact of COVID-19 on Indian Economy
trade deficit since May 2016, when it had stood at USD 6.27
India has not been spared from the exponential spread of COVID-19.
billion. The country’s exports had declined by 34.57 percent
The Government of India had initially declared a 21-day nationwide
lockdown, extended to more than 60 days in most parts of the country,
to tackle the challenge posed by the COVID-19 pandemic. The impact
of COVID-19 in India is much lower than other western countries
as of 30 May 2020. The proactive intervention by the Government,
particularly in terms of implementing a lock-down despite the threat
to economic growth has helped contain the spread in India. As of
June 3, 2020, India is on the cusp of 200,000 cases which has been
reported. While efforts are being mounted on a war footing to arrest
its spread, the aftershocks are being felt in the economy.
1. Goods and Services Tax (GST): GST collections fell 8.4%
(YoY) in March 2020 to ` 97.6 thousand crore, falling
short of the minimum target of ` 1 lakh crore. According
to unofficial data, GST collection fell sharply to a record
low of ` 28,309 crore in March 2020 as compared to
` 1.13 lakh crore recorded in the same month last year. The
collection was hit as normal business activities were hit after
March 24, when a nationwide lockdown was announced to Shri Ashishkumar Chauhan MD & CEO, BSE presenting BSE Coffee Table book to Shri Jaykumar
Rawal, Former Minister of Food and Drugs, Tourism Development and Protocol, Government of
control the spread of Covid-19 pandemic. The decline in GST Maharashtra during his visit at the World SME Day and Celebration of the successful listing of
collections is expected to be impacted in 1Q and 2Q 2020-21 300 Companies on India’s Largest SME Platform BSE SME on 27th June, 2019.
68
BSE LIMITED
6.5% dip in economic growth in the June quarter. The World Bank sector and the advancement of technology. If India takes steps to offer
expects India to grow 1.5% to 2.8% in the FY 2020-21. incentives to companies to diversify productions, it has the potential to
become the next manufacturing destination for global companies. States
P rior to the outbreak of COVID-19, the outlook for growth for FY 2020-21 like Uttar Pradesh and Telangana have already initiated discussions in
was optimistic based on the bumper rabi harvest and higher food prices this regard.
during FY 2019-20, which provided favorable conditions for uptick in
rural demand. For the industrial, manufacturing and services sector, the espite a moderation caused by the Covid-19 pandemic, the fundamentals
D
impact of policy rate to bank lending rates has been improving, with of Indian economy remain strong and GDP growth is expected to rebound
positive implications for both consumption and investment demand. The from the second quarter of FY 2020-21. Fiscal situation remained close
reductions in the goods and services tax (GST) rates, corporate tax rate to the consolidation path and consumer price inflation was within the
cuts in September 2019 and measures to boost rural and infrastructure targeted limits set by the monetary policy committee (MPC) of RBI.
spending also added to the upside. The COVID-19 pandemic has Despite continuing sluggishness in global demand, the Current Account
drastically altered this outlook. Deficit (CAD) narrowed to 1.5% of GDP in first half (H1) of 2019-20 from
2.1% in 2018-19. Global confidence in the Indian economy improved as
T he retail inflation estimate for FY 2020-21 is 3.6%. Retail inflation had reflected in growing inflows of net Foreign Direct Investment (FDI) of US$
breached the RBI’s upper bound of 6% in December 2019 and peaked 73.5 billion reflecting a growth of 1% and an all-time high accumulation
in January 2020, before the receding prices of vegetables, fruits and of foreign exchange reserves of US$ 490 billion as of May 2019. India
petroleum products brought it down to 5.9% in March 2020. Inflation has emerged as an important player in the global stage on the back of
has receded lately due to adequate buffer stocks in cereals, good rabi high GDP growth over the last few years, and growth prospects remain
harvest, record decline in global crude prices and low pricing power of positive on announcement/implementation of critical reforms.
firms. The RBI expects the retail inflation to fall to 2.7% in 3QFY21 and
2.4% in 4QFY21. The dip in tax/non-tax revenue due to the lockdown/ INDUSTRY STRUCTURE AND DEVELOPMENTS
growth slowdown along with the need to provide stimulus will alter the CAPITAL MARKET
fiscal arithmetic of both union and state Governments. It is expected that Stock Exchanges in India remain among the most resilient globally.
the fiscal deficit of the Government of India will rise to 4.4% of GDP in Indian Capital Markets demonstrated tremendous growth despite the
FY2020-21 against the budget estimate of 3.5% of GDP. challenges posed by the Covid-19 pandemic. Stock Exchanges and
all associated market infrastructure institutions in India were fully
n the brighter side, the shift of economic activity to the cloud and the
O functional despite the lockdown, on back of government and regulatory
need for mobile and other tech solutions to contain and respond to future
support, meticulous planning and technological advances, thus ensuring
outbreaks of the virus could benefit India, which already has an edge
uninterrupted business continuity for market participants. Its role in the
since the Government has been pushing for a digital economy. A shift in
economy is vital to ensure India remains among the top destinations for
demand toward digital applications, and government policies designed
to support this sector, could spur innovation and boost entrepreneurs
working on the digital economy, which would further brighten the growth
and development prospects for India once we get to the other side of
this global crisis.
Commodity Derivatives
In January 2020, SEBI undertook a major reform in commodity
domestic and global businesses to expand and invest. India’s exchanges
derivatives markets that allowed stock exchanges to launch ‘option in
have shown extraordinary strength to bounce back with greater stability
goods’ i.e. options on spot prices of commodities. This is in addition to
and sustainability in wake of any crisis and remain confident that they ‘options on commodity futures’. This gave greater flexibility to exchanges
will emerge stronger from the covid-19 pandemic. Raising capital is to introduce products that cater to a large section of stakeholders and
a strategic priority in this current scenario, and the frontiers of Indian help in adding to overall market efficiency. SEBI allowed mutual funds to
capital markets are not only increasing but has assumed far greater participate in exchange-traded commodity derivatives (ETCD). However,
importance and urgency. the regulator has decided to keep away mutual funds from trading in
derivatives of sensitive commodities. The mutual fund schemes cannot
Exchanges are organized markets designed to provide centralized invest in physical goods except in ‘gold’ through ETFs.
facilities for the listing and trading of financial instruments, including
securities issued by companies, sovereigns and other entities to raise For the overall development of the commodity derivatives market,
capital. Exchanges are crucial market intermediaries and are supervised broad based participation, enhancing liquidity, facilitating hedging and
by the SEBI. In certain cases, exchanges may also act as a self-regulatory bringing in more depth to the commodity derivatives market, exchanges
organization responsible for supervising their members, corporates and with commodity derivative segment were allowed to introduce futures
market participants. To give an overview of the dimension of the capital on commodity indices. The regulator also expanded the horizon of all
markets in India, as of FY 2019-20 there were 5 Stock Exchanges in the compulsory delivery contracts under staggered delivery, a move that
Equity Cash Segment, 3 in the Equity and Currency Derivatives Segment aims to reduce price manipulation and improve liquidity on commodity
and 5 in the Commodities Derivatives Segment, 7 clearing corporations, 2 exchanges. SEBI also cut the minimum staggered delivery period to five
days from the existing 10 days, leaving the discretion of fixing the higher
depositories, 9,679 Foreign Portfolio Investors (FPIs), and 19 custodians,
number of days on the concerned exchange, depending upon the history
with a market capitalization of all listed companies at ` 113.5 trillion.
of the relevant commodity.
A stock exchange is a catalyst for nation building and not just a trading
Equity Derivatives
platform. A vibrant capital market is a large job creator with the number of
The markets regulator introduced cross margining facility for offsetting
intermediaries required to support each trade. The Exchange ecosystem positions in co-related equity indices, a move that increased liquidity
supports various intermediaries’ including brokers, sub brokers, and trading volumes in stock markets. Cross margining allows market
corporates, banks, depositories, depository participants, custodians participants to reduce the total margin payment required, if they are
and investors. The Stock Exchange industry in India has evolved rapidly taking two mutually offsetting positions. The move helps market
in the past few years and spans multi asset classes – equities, equity participants transfer excess margin from one account to another. Cross
derivatives, currency derivatives, commodity derivatives, ETF, mutual margin benefit will be provided on offsetting positions in futures on
funds, debt, interest rate derivatives and power trading. equity indices pairs if at least 80 percent of constituents of one of the
70
BSE LIMITED
indices is present in the other index and constituents of smaller index U.S. equities posted their strongest annual gains since 2013, on
based on free float market capitalisation need to have at least 80 per back of resilient U.S. economy and the Federal Reserve’s return to
cent weightage in the larger index. A positive correlation of more than accommodative policies. The US central bank cut its policy rate three
0.90 for a period of six months between the values of the equity Indices times in 2019 amid concerns over slowing economic growth. Overall,
was important in order to avail the facility. the Standard & Poor’s 500 Composite Index climbed 31% and the tech-
Other heavy Nasdaq Composite gained 37%. The current economic expansion
• F ramework for technology companies to issue differential voting became the longest in U.S. history, surpassing the 10-year boom of the
rights (DVR) shares, making it easier for the promoters of tech 1990s. The trade dispute with China reached a peak in September, when
start-ups to go in for initial public offerings (IPOs) was also new tariffs on more than US$ 125 billion of Chinese goods and US$ 75
allowed. billion of U.S. products were enacted.
• F ramework for listing of commercial papers (CPs) on stock E uropean stocks rallied despite signs of slowing economic growth, a
exchanges in order to broaden investor participation in such near-recession in Germany and Brexit-related uncertainty in the U.K.
securities. To enable listing of CPs and to ensure investor Boosted by easy monetary policy, European stocks rose 24% for the year
protection, SEBI noted that it is important that issuers, who intend as investors cheered aggressive interest rate cuts by the U.S. Federal
to list such securities, make appropriate disclosures at the time Reserve and the European Central Bank. The progress of U.S.-China
of listing and on a continuous basis. trade negotiations heavily influenced European markets, particularly
• In a move that may benefit Indian companies as well as foreign Germany’s auto industry. With Europe’s economy highly dependent on
investors, SEBI issued a new framework for issue of depository global trade, the announcement of a “phase one” trade deal between
receipts for greater exposure to world markets for raising capital the U.S. and China in December helped bolster investor sentiment. The
and enhancing their shareholder base. British pound also rallied strongly in December after U.K. voters gave
Prime Minister Boris Johnson and the Conservative Party a clear majority
• P ermitting foreign investors to invest in municipal bonds as a
in Parliament.
measure to broaden access of non–resident investors to debt
instruments in the country. SEBI also eased its norms to allow
T he Japanese economy expanded modestly due to a manufacturing
smart cities to raise funds through ‘Muni Bonds‘. The entities
slowdown driven largely by the U.S.-China trade dispute. Consumer
working in areas of city planning and urban development work,
spending buoyed growth, but retail sales tailed off after a consumption
including municipalities, special purpose vehicles (SPVs) set up
tax increase took effect October 1. Japanese trade deals with the U.S.
under the central government’s ambitious ‘Smart Cities Mission’
and the European Union took effect, while a diplomatic dispute with
can also raise funds through debt securities.
South Korea disrupted trade relations. The Bank of Japan maintained
its loose monetary policy but failed to drive inflation toward its 2%
A regulatory sandbox regime to allow live testing of new products,
processes, services and business models for financial firms allows
companies to test their solutions on select real customers for a specified
period. This live testing reduces the time to go to the market and allows
a room for failure without actually going for a commercial launch. It aims
to foster responsible innovation in financial services, promote efficiency
and bring benefit to consumers.
72
BSE LIMITED
point towards fundamental stability in the economy, which augurs well April 21, 2016, Circular no. SEBI/HO/DDHS/CIR/P/2018/05 dated
for the capital markets. January 5, 2018 and Circular no. SEBI/HO/DDHS/CIR/P/2018/122
issued on August 16, 2018. BSEBOND platform has been a preferred
If India emerges out of the pandemic stronger, it is widely expected choice for companies to raise Debt Capital in India. In F.Y. 2019-
that the equity markets to remain vibrant as the country remains 20, 121 issuers with 417 issues of bonds have successfully raised
one among the top investment destinations. Among financial assets, ` 3,36,670 crores using BSE BOND platform.
majority of household savings in India are concentrated in the form
of cash deposits, gold and real estate. This is in sharp contrast to Mutual Fund Segment
developed economies where households rely on a mix of equities, BSE StAR MF platform has emerged as the largest mutual fund
pension products, insurance and other financial products. As financial distribution Infrastructure with close to 73% of market share amongst
literacy levels improve and per capita savings increase, the allocation similar platforms in mutual funds Industry. In FY 2019-20, BSE StAR
of savings into more financial products such as insurance, mutual MF crossed 5.75 Crore transactions witnessing 60% growth as
funds and equities is expected to further increase. compared to 3.59 Crore transactions in FY 2018-19. The platform also
registered 33,727 new independent financial advisors in FY 2019-20,
CAPITAL MARKETS
taking the total number of distributors to approximate 57,000 on the
OVERVIEW
platform. BSE StAR MF App (StAR MF Mobility) has processed over
BSE is the world’s fastest Stock Exchange and the largest stock
3.69 lakh transactions since its launch, amounting to ` 2,881 crore
exchange in terms of number of companies listed. As of March 31,
in FY 2019-20.
2020, BSE is ranked #13 by market capitalization among global stock
exchanges, and the largest in India.
4 0 AMCs, accounting for more than 99.99% of total AUM in Indian
Mutual Fund Industry have agreed to pay a service charge per
PRIMARY MARKET
transaction processed at BSE’s MF platform and this will allow BSE
The total number of companies listed on BSE as on March 31, 2020
was 5,377 as compared to 5,262 as on March 31, 2019. additional resources to provide even better services to all investors in
mutual funds bringing further automation and certainty to the mutual
uring FY 2019-20, 14 companies tapped the capital market through
D funds investment process in India.
the IPO process to get listed on the Mainboard of BSE. The amount
raised through Mainboard IPOs in FY 2019-20 was ` 20,827 crore as Innovations and unique features of BSE StAR MF
against ` 19,814 crore in FY 2018-19. The technology Infrastructure provided by BSE has created a
super highway, which has boosted the mutual funds distribution
In addition to 14 IPOs on the Mainboard, another 29 for traditional distributors as well as new age e-commerce
companies raised ` 324 crore through the Small and Medium-
sized Enterprises (“SME”) IPO process in FY 2019-20 and 4
companies raised ` 19 crore through the Small and Medium-sized
Enterprises -Start Up (“SME Start-up”) IPO process in FY 2019-20.
74
BSE LIMITED
Tranche Total No. of Total No. Volume in Value in It has since then launched several commodities like Guar seed, Guar
Members of Bids Kgs `Crores Gum, Gold Mini, Silver, Silver KG, Silver Mini, Oman Crude Oil, Turmeric,
Cotton, Zinc and Aluminium with a vision to develop commodity value
SGB192001 40 803 60.25 18.96
chain by providing delivery-based products to link the underlying
SGB192002 48 725 25.81 8.76 with the futures markets. On 27th January 2020, BSE successfully
SGB192003 76 1275 91.65 31.61 launched Brent Crude Oil Futures based on Intercontinental Exchange
SGB192004 66 1233 112.73 43.29 (ICE) Europe prices, the benchmark for global crude and serves as a
price barometer. It has received positive response from the market
SGB192005 58 1382 55.62 20.79
participants.
SGB192006 101 3140 116.10 43.94
SGB192007 72 1743 76.00 28.46 BSE is the only exchange in India, where deliveries have happened
SGB192008 72 1465 73.34 29.09 in the first month itself after launch. BSE has received encouraging
response towards various agricultural products, such as Guar seed,
SGB192009 49 1225 63.77 25.64
cotton, turmeric by achieving highest volume of around ` 200 crores,
SGB192010 70 2101 105.64 44.47 ` 185.63 crores and ` 36.42 crores respectively. Total deliveries
Total 780.91 295.01 made for Guar seed, Cotton & Turmeric amounts to 8,360 MT, 1,100
Bales & 320 MT since launch.
SECONDARY MARKET
Equity Cash Segment (“ECM”) With its foray in commodities, BSE has made the market more vibrant
The S&P BSE SENSEX ended FY 2019-20 at 29,468 compared to and inclusive, thereby benefitting the entire spectrum of market
38,673 at year end of FY 2018-19, a decrease of 23.80% over the participants from producers to traders and end-consumers. During
year. The average daily value of equity turnover on BSE in FY 2019-20 the year, BSE has signed MoU with physical market players like SUFI
was ` 2,676 Crore, a y-o-y decrease of about 14.44% from ` 3,127 (Steel Users Federation of India) for launching Steel Futures.
Crore in FY 2018-19.
BSE SME Platform
Equity Derivatives Segment (“EDX”) The framework for SME Platforms to serve small and medium-sized
In EDX, the daily average value was ` 1,062 Crore in FY 2019-20 as enterprises on stock exchanges were established by SEBI vide its
compared to ` 9 Crore in FY 2018-19. BSE has re-launched Liquidity circular dated May 18, 2010. The BSE SME platform received the final
Enhancement Scheme (LES) from August 26, 2019. The scheme has approval of SEBI on September 27, 2011 and was launched on March
been further amended from time to time and has resulted in steady 13, 2012. BSE SME IPO Index was launched on December 14, 2012
increase in turnover to average daily value of ` 1,062 Crore. BSE with 100 as the base.
Derivatives has recorded highest turnover of 8,551 Crore on February
26, 2020.
BSE also launched a mobile app called “BSE Direct” as well as a Web
On March 31, 2020 the value of this index reached 1364.45. Additionally, based platform for Individual Investors to participate directly in the
the total market capitalization of all the 321 companies listed on BSE auction of G-Sec, SDL and T-Bill issued by the Government of India.
SME Platform reached ` 15,269.72 Crore. During FY 2019-20 the SME
platform continued to be a front-runner with a market share of 60.68%. For the FY 2019-20 BSE received bids worth ` 24.47 Crore through
its various bidding platform while the in FY 2018-19 bids worth `
During FY 2019-20, 29 companies raised ` 335.85 Crore from the 26.47 Crore were received.
market (including 1 FPO of 11.75 Cr).
Exchange Traded Funds (“ETF”)
Migration to Main Board As on March 31, 2020, BSE had 64 ETFs listed on its platform, as
As Per ICDR Guidelines for SME Platform, the company may opt compared with 57 as on March 31, 2019. During FY 2019-20, the
to migrate from SME board to the main board once the company’s average daily turnover in ETF is ` 23 Crore compared with ` 48 Crore
post issue face value capital crosses ` 10 Crore. The company must in FY 2018-19.
compulsorily migrate to Main board in case the post-issue face value
capital crosses ` 25 Crore. Offer for Sale (“OFS”) & Offer to Buy (“OTB”)
Offer for Sale (OFS) is a secondary market mechanism used by
During FY 2019-20, 19 BSE SME companies have migrated to the BSE existing listed companies wherein existing shareholders tender their
Main Board. shares to public investors on stock exchanges’ trading window.
During FY 2019-2020, there were 24 OFS issues out of which BSE
Debt Market Segment (“DMS”) was appointed as the Designated Stock Exchange in 18 issues (75%).
BSE witnessed reporting of Over the Counter (“OTC”) trades in Out of the 18 OFS issues, 6 issues were conducted exclusively on the
Corporate Bonds on New Debt Segment – Reporting, Settlement and BSE platform, the total amount raised through OFS issues was more
Trading (NDS-RST) platform worth ` 7,04,258 Crore in FY 2019- than ` 10,823 Crore.
20 as against ` 5,78,467 Crore in FY 2018-19. BSE has increased
its market share to 34% in FY 2019-20 from 32% in FY 2018-19 Similarly Offer to Buy (OTB) is also a secondary market mechanism
for Corporate Bonds Reporting. In case of Statutory Liquidity Ratio wherein existing shareholders tender their shares on trading window
(“SLR”) securities i.e. Government Securities and Treasury Bills, trades to the Company in case of Buy-back, acquirer in case of Take Over
worth ` 3,44,794 Crore were reported on ICDM in FY 2019-20 as or to the promoter in case of Delisting of securities. During FY 2019-
against ` 2,04,944 Crore in FY 2018-19. BSE’s market share in 2020, there were 101 such OTB issues, of which BSE was appointed
reporting of SLR securities increased to 49% in FY 2019-20 from 44% as the Designated Stock Exchange in 97 issues (96%). Out of the 97
in FY 2018-19. OTB issues, 88 issues were conducted exclusively on BSE platform,
76
BSE LIMITED
the total subscription through OTB issues was more than ` 25,536 ITES, Bio-technology and Life Science, 3D Printing, Space technology,
Crore. E-Commerce, Hi- Tech Defense, Drones, Nano Technologies, Artificial
Intelligence, E-gaming etc. The criteria for listing is:
Securities Lending & Borrowing (“SLB”)
1. The company should be registered as start-up with MSME/
The SLB turnover at ICCL decreased by 19% from ` 9,975 Crore in
DIPP. In case the company is not registered as Start-up with
FY 2018-19 to ` 8,043 Crore in FY 2019-20. While the lending fees
collected increased by 39.76% from ` 31.69 Crore to ` 44.29 Crore MSME/DIPP then the company’s paid-up capital should be
during this period. minimum ` 1 crore.
2. The company should be in existence for a minimum period of 2
Segment FY 2019-20 FY 2018-19 years on the date of filing the draft prospectus with BSE.
(` Crore) (` Crore)
3. There should be preferably investment by QIB investors (as
Turnover for the period - 1st Leg of SLB 8,043 9,975 defined under SEBI ICDR Regulations, 2009) / Angel Investors/
transactions (quantity underlying price of Accredited Investors for a minimum period of 2 years at the
the stocks as on previous day)
time of filing of draft prospectus with BSE.
Lending fees. 44.29 31.69
4. The company should have positive net-worth.
Disinvestment Drive of GOI and BSE’s support uring FY 2019-20, 4 companies raised ` 19 Crore from the market.
D
In FY 2019-20, BSE’s iBBS platform has facilitated Government of On March 31, 2020 the total market capitalization of all the 4
India Disinvestment Programme through OFS, OTB and Central Public companies listed on BSE Startups Platform reached ` 65.38 Crore.
Sector Enterprises Exchange Traded Fund (“CPSE ETF”) to garner
During FY 2019-20 the Startups platform continued to be a front-
more than ` 23,000 Crore, forming more than 45% of the Total
runner with a market share of 100%
Disinvestment by the Government of India in FY 2019-20.
New Products
B SE also has extended the facility for acceptance of subscriptions In its pursuit to continuous offer innovative products for the benefit
for Additional Offer for Bharat 22, Further Fund Offer of CPSE ETFs of India capital markets, new development initiatives of BSE include:
FFO 5 & 6, Bharat Bond ETF 2023 and Bharat Bond ETF 2030 by
online mechanism called BSE iBBS Platform for Mutual Fund (“BiMF”) Request for Quote (RFQ) Platform
and garnered more than 50% of the subscription through electronic BSE launched RFQ platform for execution and settlement of
platform for CPSE ETF. trades in NDS-RST system after receiving the markets regulator SEBI’s
Dissemination Board
SEBI issued a circular in October 2016, requiring all exclusively listed
companies of Regional Stock Exchanges which are derecognized and
are on Dissemination Boards of Nationwide Stock Exchanges to either
list on a nationwide stock exchange or to provide exit to its investors.
Following this, BSE has reached out to over 1,500 such companies
admitted to BSE’s Dissemination Board. BSE is working closely with
SEBI to ensure smooth and proper exit to investors in such companies.
During FY 2019-20, BSE reversed action initiated against Promoters
/ Directors of 63 exclusively listed companies, which were found to
be compliant with SEBI circular dated October 10, 2016 and August
01, 2017 and consequently these companies were removed from the
BSE’s Dissemination Board. As on March 31, 2020 there are 706
companies on the Dissemination Board of BSE.
Startups platform Shri Nayan Mehta, CFO, BSE presenting a memento and BSE Coffee Table Book to
BSE has started the Startups platform on 22nd December 2018. The Shri Ajay Piramal, Chairman, Piramal Group at the First Late Prof. Yashwantrao Kelkar
Startups Companies seeking listing should be in the sector of IT, Memorial Lecture on 26th September, 2019 at BSE.
Interest Rate Options (IRO) • India INX’s Gold Futures market share[2] as compared to
BSE launched India’s first Exchange traded IRO contracts based equivalent Gold Futures traded in Dubai was 55.74% during FY
on Government of India securities on August 26, 2019. These 2019-20.
contracts are part of the Interest rate derivatives in the currency • India INX’s INDIA50 Index Futures and Options market share[3] as
derivatives segment. Interest rate options provide for an efficient tool compared to similar India-based equity index derivatives traded in
for managing interest rate risk and exposure through hedging. With a Singapore was 50.48% during FY 2019-20.
wide array of instruments being made available, investors can hedge
• INDIA INX’s highest daily trading turnover was USD 4.91 billion
their risk across the yield curve.
achieved on July 25, 2019
on-Competitive Bidding Facility in State Development Loans (SDL’s)
N
BSE has launched non-competitive bidding facility to participate in rowth in Listings Business – India INX Global Securities Market
G
Auction for State Development Loan (SDLs) Securities conducted by RBI India INX set up India’s first international primary markets platform, the
from Monday November 25 2019. Global Securities Market to cater to the needs of Indian and foreign
issuers to raise funds from global investors. The maiden listing of debt
INDIA INTERNATIONAL EXCHANGE (IFSC) LIMITED (INDIA INX) securities on Global Securities Market was on December 22, 2017. Ever
BSE had set up India International Exchange (IFSC) Limited (formerly since, has emerged as the leading primary markets platform at GIFT
known as BSE International Exchange (IFSC) Limited and hereinafter IFSC for raising capital through issuance with 100% market share in
referred to as “India INX”), India’s first international exchange located MTN establishment and 99% market share in listed bonds in GIFT IFSC.
at the International Financial Services Centre (“IFSC”) at Gujarat
International Finance Tec- City (hereinafter referred to as “GIFT IFSC”) in As on March 31, 2020: India INX’s Global Securities Market has cumulatively
January 2017. As on March 31, 2020 BSE is holding 92.29% of shares established USD 48.57 billion of Medium Term Notes (“MTN”) and listed USD
issued by India INX. 21.28 billion of debt securities including masala bonds and green bonds.
[1] Market share calculated based on the notional trading turnover of the Futures and Options
[2] Market share for Gold Futures is based on the estimated notional trading turnover of similar contracts in Dubai-based Exchanges
[3] Market share for Index Futures and Options is based on the estimated notional trading turnover of similar contracts in Singapore-based Exchanges
78
BSE LIMITED
During FY 2019-20, approx. 41% of Indian issuers of Debt Securities India INX GA facilitates access to international exchanges through
in the international markets have established their MTN programme Marex Spectron group, which is a Futures Commission Merchant
on India INX and 36% of the funds raised by Indian issuers was listed (Clearing Member) of CME Group of Exchanges. India INX GA’s clients
on India INX’s Global Securities Market. Marquee Foreign Bank Asian can open separate sub-accounts for trading on global exchanges. In
Development Bank and several large Indian corporate entities, Public this structure, India INX GA is classified as a Foreign Broker as per
Sector Units (PSU), banks and financial institutions have established
CFTC Regulation 3(10)(c)(2) with an Omnibus account with Marex. This
/ updated MTNs and/or listed debt securities on the Global Securities
would facilitate India INX GA’s clients to access cash and derivatives
Market viz
products available on international exchanges.
• Asian Development Bank
• Adani Green Energy Limited Key benefits for India INX GA’s clients
• Export-Import Bank of India (EXIM) Some of the major benefits of trading on India INX GA are as follows:
• Indian Railway Finance Corporation (IRFC)
• S ingle-window interface to multiple global exchanges from
• IndusInd Bank
GIFT IFSC
• National Thermal Power Corporation (NTPC)
• ONGC Limited • Access to multi-asset class products
• Power Finance Corporation (PFC) • S tate-of-the-art technology using Marex Spectron’s Neon
• Rural Electrification Corporation (REC) Trader and other approved Independent Software Vendors
(ISVs) such as CQG, TT, Stellar, Vela, etc.
In pursuance to the commitment to sustainable development the
Exchange launched, in August 2019, an exclusive Global Securities • Server co-location facility available from ISVs
Market Green platform for listing of green, social and sustainable • embers can also immensely benefit from hedging and
M
financing bonds, aligned to ICMA’s principles. arbitrage opportunities between India INX and other
international exchanges
India INX Global Access (IFSC) Limited (“India INX GA” or “Global
Access”) A centralised single-window interface for trading on international
India INX launched a 100% wholly-owned subsidiary India INX
exchanges decreases overall costs of accessing global markets
Global Access IFSC Limited (“India INX GA”) on September 18,
from GIFT IFSC. Technology is a key enabler in the vastly competitive
2018 to facilitate access to global exchange markets through a single
centralized platform. India INX GA is a pioneering venture of India exchange marketspace and India INX GA’s clients can access multiple
INX, the first of its kind from India and GIFT IFSC. It offers India INX’s exchange markets.
members easy access to a diverse range of multi-asset class products
traded on international exchanges without having the need to set up
abroad.
In pursuance to the same, the Reserve Bank of India (RBI) has allowed
IBUs to participate in exchange traded currency derivatives on Rupee
(with settlement in foreign currency) listed on stock exchanges set up at
IFSCs vide RBI notifications dated January 20, 20201 on “Introduction
of Rupee derivatives of International Financial Services Centre” and
Shri Ashishkumar Chauhan, MD & CEO, BSE presenting a memento and BSE Coffee (2) dated January 21, 20202 on “Setting up of IFSC Banking Units
Table Book to Shri Lt. Gen. (Retd.) Dr. D B Shekatkar during his visit to BSE. (IBU’s) – Permissible activities.” RBI has also issued notification dated
April 01, 2015 (updated as on January 21, 2020)3 on “Setting up of
IFSC Banking Units (IBUs)”. Accordingly, Banks are required to also
ensure that their IBUs have necessary expertise to price, value and
IFSC Authority Act, 2019: compute the capital charge and manage the risks associated with the
The IFSC Authority Act, 2019, which was notified vide notification no. products / transactions intended to be offered and have directed them
50 on December 20, 2019, was a pre-cursor to the setting up of a to obtain their Board’s approval for undertaking such transactions.
unified authority for regulating all financial activities in the International IBUs are also required to follow all prudential risk mitigation measures
Financial Services Centers (IFSCs) in the country. The IFSC Authority as applicable while participating in these products.
will act as a single window for regulating various financial activities in
the IFSC and play a pivotal role in inter-regulatory coordination leading The Hon’ble Finance Minister had made an announcement in her
to improvement in the ease of doing business for foreign investors. Budget speech while presenting the Finance Bill 2020 of permitting
Rupee derivatives to be traded in the IFSC. Later, SEBI vide its Circular
Some of the key functions of the Authority pertain to: dated February 03, 20204, prescribed the positions limits for eligible
• Regulating financial products, financial services and financial market participants for Currency Future and Options Contracts
institutions at the IFSC that have been approved by any regulator (involving Indian Rupee) on Exchanges in IFSCs.
(such as SEBI, RBI, IRDAI, PFRDAI) before the enactment of the
IFSC Authority Act, 2019. Further to the above, INDIA INX, had submitted contract specifications
for four contracts with SEBI on February 4, 2020 for its approval
• R egulating any other financial products, services or institutions
to commence trading in the same. Upon receipt of SEBI’s approval
at IFSC that may be notified by the Central Government and,
on February 24, 2020, the Exchange, along with India International
• R ecommending to the Central Government, any other financial Clearing Corporation (IFSC) Limited, its clearing arm, had applied to
services, products or institutions which may be permitted in the RBI for grant of authorisation under section 10(1) of FEMA Act
IFSC. 1999 to conduct trading in rupee derivatives. Post its due process,
the RBI has granted authorization on March 18, 2020 to both the
All powers relating to regulation of financial products, services and organisations to undertake activities related to currency futures and
institutions in IFSC that were previously exercised by respective options.
regulators shall be exercised by the IFSC Authority. All processes and
procedures to be followed by the IFSC Authority for such regulation Yet another favourable development has been that the RBI on March
shall be similar to the provisions for these processes under the 27, 20205, has permitted the IBUs to offer offshore non-deliverable
respective laws of the respective regulators. Rupee derivative contracts to persons not resident in India. Given
the above developments, it expected that the IBUs will actively
It is expected that the IFSC Authority will become operational in the participate in the Rupee derivatives and contribute to the broader
next few quarters. goal of onshoring the NDF market for the Rupee which has hitherto
80
BSE LIMITED
being expanding in the offshore global financial centres. Considering tamp Duty on transactions done on stock exchanges based at the
S
the same, and based on inquiries received, the Exchange has been IFSC
engaging actively with the IBUs and extending relevant assistance to Ministry of Finance (Department of Revenue) (MoF-DoR) had vide
get their registrations initiated faster. notification dated 10th December 2019 issued the Indian Stamp
(Collection of Stamp-Duty through Stock Exchanges, Clearing
The Exchange is hoping for the current Covid-19 pandemic to subside Corporations and Depositories (Rules), 2019 which implied levy of
soon and the Lockdown to be withdrawn. In the meantime, the stamp duty on transactions executed on stock exchanges in the IFSC.
Exchange has maintained its readiness to commence operations in The Exchange had taken up the matter with relevant authorities while
these products at the earliest possible. requesting attention to the proviso to Section 3(c) of the Indian Stamp
Act, 1899 which exempted such a levy of the duty in connection with
(Notification ref nos: (1) RBI/2019-20/145, (2) RBI/2019-20/147, the carrying out of purposes of the Special Economic Zone. Further to
(3) RBI/2014-15/533, (4) SEBI/HO/ MRD2/DCAP/CIR/P/2020/17, (5) the same, its implementation was postponed to April 1, 2020 vide a
RBI/2019-20/193, AP (DIR Series) Circular No. 23) MoF-DoR notification dated January 8, 2020, instead of the previously
announced date of January 9, 2020.
Clarification on status of taxation for EFIs
The Central Board of Direct Taxes, vide its notification dated March Subsequently, the Finance Act 2020, notified on March 27, 2020,
13, 2020, has specified that a non-resident Indian (NRI) being an has amended the same by insertion of a provision in sub-section (2)
Eligible Foreign Investor (EFI) which operates as per SEBI circular of section 9A of the Indian Stamp Act, 1899 which provided that no
dated January 4, 2017 shall be deemed as a Foreign Institutional duty shall be chargeable in respect of the instruments of transaction
Investor (FII) for the purposes of transactions in securities on the stock in stock exchanges and depositories established in any IFSC set up
exchanges in the IFSC where the consideration is paid in a foreign under section 18 of the Special Economic Zones Act, 2005.
currency. This clarifies the issues about the tax treatment for EFIs and
can potentially lead to increased interest from the NRI investors in the Thus, the earlier situation wherein no stamp duty was applicable on
securities market at the IFSC. the transactions executed on the IFSC Exchanges has been reinstated.
(Notification ref. No: S.O. 157 (E) Ministry of Finance (Dept of Revenue) ithholding tax on debt securities reduced from 5% to 4% - Finance
W
CBDT) Act 2020
The withholding tax on interest payment on debt securities listed on
Capital Gains tax exemption on securities traded at IFSC IFSC stock exchanges has been reduced from 5% to 4%. This was
The Ministry of Finance (MoF), vide its notification dated March
part of the budget announcements of the H’ble Finance Minister and,
5, 20201, exempted Foreign Currency denominated Bonds, Units
of a Mutual Funds / AIFs / Business Trust and Foreign Currency
denominated Equity shares listed and traded on IFSC based stock
exchanges from capital gains. While this has been a much-awaited
announcement, the Exchange has also sought similar exemption for
Global Depository receipts, derivatives and Rupee denominated bonds
of Indian companies, all of which are already notified in Finance Act,
2018.
This is expected to level the playing field for IFSC stock exchanges
vis-a-vis the global financial centres and make IFSC an attractive
jurisdiction for bulge bracket investors and long-term investing funds.
This in turn is expected to shore up the liquidity and open interest in the
products available for trading in the IFSC. With its leadership position
in both the turnover and liquidity amongst the stock exchanges at the
IFSC, INDIA INX is likely to benefit from this likely increase in number
and the varied participants.
Ms. Annie Dubè, Hon’ble Consul General of Canada and Shri Ashishkumar Chauhan,
MD & CEO, BSE posing with BSE Bull on 19th July, 2019 at BSE.
(Notification ref no: (1). MoF Notification No. 16/220 dated March 05,
2020)
• ARE Ratings Limited re-affirmed the AAA rating for India ICC
C
in October 1, 2019 for a further period of one year
Shri Ashishkumar Chauhan, MD & CEO, BSE presenting a memento to Mr. Michio • S EBI registered intermediaries (non trading or clearing
Harada Consul General of Japan during his visit to BSE on 28th August, 2019. members) or their international associates can now provide
financial services in IFSC without forming a separate company
subject to prior approval of SEBI.
with the notification of the Finance Act, 2020 on March 27, 2020
(SEBI Circular SEBI/HO/MRD1/ DSAP/CIR/P/2020/30 dated February
it has become effective. This decision by the Government offers an
27, 2020)
immense boost to all issuers and will help them in attracting more
international investors and list their debt securities in the IFSC stock • S EBI registered intermediaries are now exempted from seeking
exchanges. prior approval of SEBI in case of services offered by them
exclusively to institutional investors.
India INX has already listed medium-term note (debt) programs
worth $ 47 billion dollars (about ` 3.33 lakh crores) with drawdown The requirement for prior approval from SEBI is also exempted for
of $ 21 billion dollars. This announcement should greatly incentivise non-SEBI registered intermediaries offering the services exclusively to
issuers to choose INDIA INX as the preferred platform for listing their institutional investors, provided the intermediary is recognized in the
international bonds and masala bonds. foreign jurisdictions as defined in the IFSC guidelines.
IFSC Working Group formation (SEBI Circular SEBI/HO/MRD1/ DSAP/CIR/P/2020/30 dated February
SEBI, had advised to form an IFSC Working Group comprising of senior 27, 2020)
officials of the stock exchanges and GIFT IFSC. The working group
has been tasked to consider, deliberate and recommend, along with • Issuers listing their debt securities on IFSC stock exchanges
the indicative operational guidelines, various initiatives and matters are now allowed to prepare their statement of accounts as per
that require SEBI’s interventions. Accordingly, the working group met IFRS / US GAAP / IND-AS or accounting standards as per their
place of incorporation. A quantitative summary of significant
internally at GIFT City and subsequently with the SEBI officials and
differences needs to be separately filed in case the above
discussed various initiatives across intermediaries, products and
standards are not followed.
issuers with an aim to increase the participation in the IFSC Securities
Market. Further to the same, SEBI has enabled, vide their circulars (SEBI Circular SEBI/HO/MRD1/ DSAP/CIR/P/2020/30 dated February
dated February 27 and 28, 20201 & 2, a couple of measures with 27, 2020)
regard to offering ease of doing business to intermediaries and issuers
while a few others are under consideration. The Exchange has been • T he operating guidelines for Investment Advisers (IA) in IFSC
actively contributing in formulating operational guidelines/framework have been relaxed. The existing recognized entities in the
across various products and suitable carve outs from extant statutes IFSC can now also register as IA without forming a separate
while benchmarking with the best practices in global financial centres. company or LLP.
82
BSE LIMITED
(SEBI Circular SEBI/HO/MRD1/ DSAP/CIR/P/2020/30 dated February I ndia INX Derivatives – Notional Trading Turnover (in USD
27, 2020) million)
Description FY 2019-20 FY 2018-19 % change
Markets Business Performance India INX Futures 92,031 96,667 -4.80%
Secondary Markets – India INX’s Derivatives
India INX Options 4,95,452 1,00,267 394.13%
India INX delivered an exponentially increasing growth in trading
volume and trading turnover during FY 2019-20 as compared to the TOTAL 5,87,483 1,96,934 198.31%
previous financial year. The notional trading turnover on INDIA INX’s
derivatives increased by 198.31% from USD 196.93 billion in the I ndia INX Derivatives – Trading Volume (no. of contracts or
previous financial year FY 2018-19 to USD 587.48 billion in FY 2019- lots)
20. During the same period, trading volume increased from 138.81 Description FY 2019-20 FY 2018-19 % change
lakh contracts (FY 2018-19) to 452.88 lakh contracts (FY 2019-20). India INX Futures 49,79,970 51,82,200 -3.90%
India INX Options 4,03,08,849 86,98,771 363.39%
Growth in India INX Derivatives Trading Turnover
TOTAL 4,52,88,819 1,38,80,971 226.27%
700 Cumulative Trading turnover of India INX Derivatives
Notional Trading Turnover (in USD Billion)
$70
83%
81% 90%
75% 74% 74% 80% Equity Index Options 4,03,08,849 89.00% 86,98,771 62.67% 363.39%
67.99
$60
72.39
69.84
54.50
$50
Energy Futures
52.61
60%
$40 50%
Other Segments - - 454 0.00% -100%
42.59
42.43
38.31
40%
35.92
$30
30%
TOTAL 4,52,88,819 100% 1,38,80,971 100% 226.27%
28.78
26.56
$20
20%
$10 10% ey statistics for India INX Derivatives by product – Notional
K
$0
Apr'19 May '19 Jun'19 Jul'19 Aug'19 Sep'19 Oct'19 Nov'19 Dec'19 Jan'20 Feb'20 Mar'20
0% Trading Turnover (USD million)
India INX Turnover INX MARKET SHARE
Product FY Share FY Share (%) % change
2019-20 (%) 2018-19
INDIA50 Index 49,216 8.38% 43,319 22.00% 13.61%
The Average Daily Trading Value (ADTV) of India INX’s Derivatives Futures
peaked at USD 2259 million per day in during the FY 2019-20. The INDIA50 Index 4,95,452 84.33% 1,00,267 50.91% 394.13%
highest daily trading turnover of USD 4.91 billion was achieved on July Options
25, 2019 when 4,05,544 contracts (lots) were traded. Cumulative Gold Futures (32 42,815 7.29% 52,409 26.61% -18.31%
Trading Turnover of India INX Derivatives has crossed USD 811.82 tr oz)
billion (Rupees 61,19,982 Crores) as on March 31, 2020 with the Other Products - - 939 0.48% -100%
cumulative Trading Volume at 6,08,65,498 contracts (lots). TOTAL 5,87,483 100% 1,96,934 100% 198.31%
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BSE LIMITED
called Virtual Private Network (VPN) keeping in mind the information DATA INFORMATION PRODUCTS
security needs along with flexibility required in new circumstances. BSE and Deutsche Boerse have entered into a partnership in October,
This allows them to work from their homes without affecting the 2013 under which Deutsche Boerse would act as the licensor of BSE’s
information security protocol. All employees and associates also get market data and information to all international clients. The business
secured email and other services at their home PCs. for sales and marketing of BSE’s market data products to International
customers by Deutsche Boerse commenced from April, 2014. Under
T he Exchange has deployed bare minimum skeletal staff on shift the co-operation, Deutsche Boerse is responsible for sales and
marketing of all the Company’s market data products to customers
basis for Mission Critical Activities while adopting “Work From Home
outside India, while the Company continues to serve its domestic
procedures” towards support to Mission Critical and conduct of
clients. Deutsche Boerse also shares the joint responsibility along with
Business Critical Activities. Each department has been rotating the
the Company for product development and innovation, which includes
staff. Sanitizer bottles have been placed near all doors in all offices. All extending its existing infrastructure and creation of new market data
incoming persons are requested to first sanitize their hands and then solutions to support the Company’s product offerings.
enter the office. Thermal scanners have been placed at the building
entrance to check down the temperature of the people entering our The total revenue from the sale of market data and information
office building. Adequate stocking of the vending machines in the products was ` 31.52 Crore in FY 2019-20 as compared to ` 30
pantry for dispensing packaged food for the staff in office has ensured Crore in FY 2018-19. The increase in revenue was on account of
continuous availability of food stuff in office. Additionally, coordination increase in subscription for the Company’s information products and
with the Police is done through Gift City to ensure that the Exchange services by new customers.”
staff does not face any difficulty to come to office for doing critical
operations. Details of nearby Hospitals is kept ready in case of any INDEX
emergency. Asia Index Private Limited (“AIPL”) is a joint venture between S&P Dow
Jones Indices LLC and BSE.
ommunication lines with all stakeholders, SEBI, banks, clearing
C
corporations, other exchanges and market participants have been kept The Government collected ` 4,368.80 Crore in the third follow-on
offer of the Bharat 22 ETF. The total collection for the Government
active and constant vigil and monitoring is done of current situation
from the launch of the Bharat 22 ETF is `37,598.65 Crore.
to decide on next course of action to ensure working of the exchange.
The EPFO has been investing in S&P BSE SENSEX and NIFTY50
iven all of the above, INDIA INX continues to operate normally and
G
linked ETFs since August 2015 in the proportion of 25% and 75%
seamlessly for 22 hours a day and compete with other international respectively. However, in August 2019 they announced that they will
exchanges. All our systems continue to work fine and independently now invest equally in both these index linked ETFs.”
at the GIFT IFSC location. The Exchange’s clearing corporation, India
ICC also continues to operate normally conducting 2 settlements daily.
86
BSE LIMITED
possible rumours appearing in various media including print and on-line margins upto 80% with client specific margins subject to fulfilment of
channels as per SEBI regulations. certain conditions whereas under Long Term ASM Framework, actions
include reduction of daily price band, 100% margin and settlement on
GRADED SURVEILLANCE MEASURE (“GSM”) gross basis.
The Company has pro-actively taken series of surveillance actions on
its stocks in recent past as a pre-emptive measure to ensure safety and As on March 31, 2020, 348 companies have been identified to be a part
integrity of the market. of ASM framework.
In continuation to various surveillance measures already implemented, DEALING WITH UNSOLICITED MESSAGES
SEBI and Exchanges, pursuant to discussions in joint surveillance SEBI / the Company noticed that unsolicited messages are being sent to
meetings, have decided that along with the aforesaid measures, there investors inducing them to trade in the stocks of certain listed companies,
shall be additional GSM on securities which witness an abnormal price indicating target prices and/or potentially misleading information. In
rise not commensurate with financial health and fundamentals like view of the same, the Company, since February 2020, started sending
Earnings, Book Value, Fixed Assets, Net Worth, Market capitalization, P/E advisory messages to the investors on a periodic basis cautioning them
Multiple, P/B Ratio etc. to take an informed decision while dealing in stocks and beware of
unsolicited stock tips/recommendations.
The main objective of these measures is to alert and advise investors to
be extra cautious and advise market participants to carry out necessary REGULATORY
due diligence while dealing in the securities. SURVEILLANCE & INVESTIGATION
Statistics for FY 2019-20
The GSM framework became effective from March 14, 2017 and has As part of market monitoring activities during FY 2019-20; 30,794
undergone enhancements from time to time in respect of pre-defined
surveillance alerts were generated, of which 624 alerts were taken up
objective criteria prescribed for shortlisting of companies, graded stage-
for snap investigations. Subsequently till March 31, 2020, 130 cases
wise actions to be taken on aforesaid companies.
were taken up for preliminary/ detailed investigations, of which 97
preliminary/ investigation reports have been forwarded to SEBI.
In the year 2019-20, based on joint discussions with SEBI and other
Exchanges, the actions under GSM framework were rationalized into
Broker Supervision
lesser number of stages (from erstwhile 6 stages to 4 stages) including
387 inspections of members were conducted during FY 2019-20,
reduction of daily price band to 5%, Trade to Trade, Weekly trading,
which include 278 routine inspections, 25 special inspections and 84
Additional Surveillance Deposit (ASD) up to 100 % and upper freeze of
price.
Vadodara and Shimla. Thus, the Company currently provides IGRC and
arbitration services from 24 investor services centres located at different
parts of the country. The Company also conducts orientation program
for Arbitrators and IGRC Members at its various regional centres. During
the year the company has conducted 6 such programs at Kolkata,
Bhubaneswar, Raipur, Pune, Panaji and Guwahati centre.
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BSE LIMITED
BSE under the guidance of SEBI, had advised companies that had been Regulations and are disseminated on the Exchange website. Stringent
under suspension for a period of six months or more, to expedite the norms for social distancing and other measures have been instituted
completion of all formalities for revocation or else be compulsorily by the Central and State Governments, for reducing the rate of spread
delisted from the Exchange, as per the provisions of the SEBI (Delisting of the virus. Subsequent to the lockdown, there has been a significant
of Equity Shares) Regulations, 2009. decrease in demand for certain non-essential or less essential goods
and services due to which companies functioning in these sectors are
Till March 31, 2020, the Exchange has delisted 1108 companies impacted. Since the nationwide lockdown was imposed from March
which have been suspended for a period of more than 6 months for 23, 2020, companies have been working with skeletal workforce or
non-compliance with the erstwhile Listing Agreement/ SEBI (LODR)
have provided work from home facilities to their employees. Due to
Regulations, 2015 and which have not completed formalities for
these circumstances, most companies have not been able to meet
revocation within stipulated timelines.
their compliance obligations and finalize their annual accounts within
SEBI has now included this provision in its circular on Standard the stipulated timelines. Recognizing this practical difficulty SEBI, MCA
Operating Procedure (SOP) for suspension and revocation. The Exchange and other regulatory agencies have given extension of the applicable
accordingly sends advisory letters to companies suspended pursuant to timelines for various regulatory filings and have also given certain
the provisions of SEBI SOP circular, informing about the consequences concessions in compliance requirements like allowing holding of Board
of not initiating formalities for revocation of suspension of trading. meetings through video-conferencing and EGM/AGMs through video
conferencing or other audio-visual means.
Corporate Announcement Filing System (“CAFS”)
The Company has been making continual efforts to improve on the However, stock exchanges were regarded as an essential service and
turnaround time for disseminating critical information received from were required to operate as usual, despite the unusual circumstances.
listed companies to the shareholders and the public at large, on its Accordingly, the senior management has swung into action and ensured
website, without compromising on the quality and timely dissemination that the working of the equity, derivatives, currency and commodity
of the information. markets run by your Exchange continued working seamlessly, and
efficiently. Thus, not only critical areas like operations, information
Towards this objective, the Exchange introduced the Corporate technology, surveillance and settlement were working but also services
Announcement Filing System (“CAFS”) with effect from March 1, like listing, compliance monitoring, member compliance were fully
2017, in beta mode. The system provides for seamless dissemination functional. In fact, your exchange takes pride that during the lockdown
of filings/ disclosures by listed companies directly on the Exchange
period (upto June 30, 2020), No less than 5 SME Companies have
website without any pre-verification by the Exchange. This is done
successfully completed their IPO’s and have been listed at BSE.
using security measures such as Two Factor Authentication (“TFA”)
and has ensured almost instantaneous dissemination of price sensitive
information to the investors. The system makes companies responsible
and accountable for their filings, which leads to much faster, efficient
and informed decisions by investors and the public at large.
During the current year, the system has been periodically enhanced
to include additional disclosures under the seamless mode as well as
enhancing the security features in line with the regulatory requirements.
Filing through CAFS which was available for Equity listed companies
has now been extended to other segments like, debt, mutual funds
and commercial papers as well. In the FY 2019-20, the Exchange has
received 10,35,860 filings by companies using the CAFS system.
COVID19
The COVID – 19 pandemic has impacted the operations of the listed
corporates primarily due to restrictions placed on mobility of persons Dr. Vijay N Deshani, Pro VC, Saurashtra University and Dr. Mehul Rupani, Managing
and materials and several corporates have reported temporary or Trustee, Shri H. N Shukla group of colleges along with Shri Ashishkumar Chauhan,
partial / complete shutdown of business/ operations. These have been MD & CEO, BSE ringing the Bell on 24th July, 2019 at BSE.
made public by disclosing the same under Regulation 30 of the Listing
90
BSE LIMITED
of expiry. This will not only enable BSE to launch innovative options
contracts by rolling out farmer-friendly products but also paves the
way for the integration of the spot market with the derivatives market.
Shri Ashishkumar Chauhan, MD & CEO, BSE presenting a memento and BSE Coffee BSE is at the forefront of this Fintech revolution happening in India,
Table Book to Hon’ble Mr. David Parker, Minister of Trade and Export Growth, New with its StAR MF platform establishing a strong presence in mutual
Zealand during his visit to BSE. fund distribution. Similarly, BSE is creating a framework for insurance
distribution. Such digital platform for Insurance distribution also aligns
with Government’s initiative of financial inclusion and will address the
consumers and first-of-its-kind Brent Crude Oil futures contract problem of under penetration of Insurance products in India.
settled on Intercontinental Exchange (ICE) price. BSE also offers
delivery-based futures contract in copper, aluminum and zinc futures BSE-Ebix Insurance Broking Company Private Limited (BSE-Ebix), a
in the Base metals complex. In agri commodities, BSE offers futures joint venture (JV) between BSE Investments Ltd and Ebix Fincorp, a
trading in Guar Seed and Guar Gum with a trading unit of 10 metric subsidiary of Ebix Inc, the largest Insurance Exchange in the world,
tons, Cotton with trading unit of 25 bales and Turmeric with a trading has commenced operation in beta version of it insurance distribution
unit of 10 metric tons. In the coming years, BSE plans to systematically platform. It has already integrated with six leading General Insurance
develop the commodity market with launch of more futures products Companies of India for Private Car and Two-Wheeler. Now we are
via innovation, awareness and research to provide a wider product in the process of adding more Insurance companies and products
range to the market participants. Each product will be based on including life to give our distributors and customers a wider choice.
detailed market consultations and feedback from all participants in
the ecosystem. BSE-Ebix seeks to widen distribution outlets, wealth management
advisors, Point of Sales Persons (PoSPs) to sell life and non-life
Commodity Options insurance products. The Insurance distribution Platform will digitally
With a view to further widen and deepen the derivatives and connect with all insurance companies and deploy state of the art
commodity markets in India, a working group to study the introduction technology platform to provide our distribution outlets and customers
of derivatives contracts on new commodity derivative products and a world class experience by being close to where they are. The
new commodities was formed on the advice of SEBI. BSE took the intent is to go PHYGITAL – owning the last mile and combining the
lead and was designated as a coordinator of this working group. physical reach with technology and processes. Customers will have
One of the major recommendations of this working group was the wider choice to find the best value product with assistance of his
introduction of the necessary framework for development of options trusted distributor Point of Sale Persons (PoSPs) and Broker Qualified
segment by permitting exchanges to introduce options on spot prices Persons.
of commodities instead of futures prices. In January 2020, SEBI
allowed stock exchanges to launch ‘options in goods’ in commodity Power Exchange
derivatives and put in place a product design and risk management India’s power demand is expected to grow with the government’s
framework. This move that will play a major role in stimulating focus of providing “24x7” clean and affordable power for all. Of
agricultural marketing and enable farmer-friendly options products. around 1,200 billion units (bu) of electricity generated in India, the
short-term market accounts for around 130-150bu. This trade volume
With options on goods, participants can actually give or take delivery has grown by around 10% annually and is valued at around ` 22,124
of the underlying without getting into the futures contract at the time Crore. This short-term power market is serviced by power exchanges,
92
BSE LIMITED
which function on the lines of commodity exchanges and provides a listings and the amount of capital raised through such issues, the
platform for buyers, sellers and traders of electricity to enter into spot number of active traders in the market, etc. While the Company’s efforts
contracts that are for the same day, next day, and on a weekly basis. can influence these activity levels, many factors that can have an impact
It also provides a payment security mechanism to buyers and sellers. on these are beyond the control of the Company. In particular, adverse
India currently has two operating power exchanges—Power Exchange macro-economic developments and political uncertainty may dampen
of India (PXIL) and India Energy Exchange (IEX). the sentiments of the capital markets and negatively affect the business.
A Brookings India report in July 2019 had noted, “India has a thriving
social enterprise ecosystem; many organizations, however, struggle to
access the capital they need. In a survey of Indian social enterprises,
57% identified access to debt or equity as a barrier to growth and
sustainability.”
THREATS Shri Ashishkumar Chauhan, MD & CEO, BSE presenting a memento & BSE Coffee Table
INDUSTRY ACTIVITY LEVELS DECLINE Book to Mr. Harvesh Seegolam, CEO, FSC Mauritius along with other delegates Mr. Deven
The Company’s performance is dependent upon the volume and value Coopoosamy, Head of Projects, FSC Mauritius; Mr. P. K. Kuriachen - India Representative
FSC Mauritius and Dr. S K Chadda & Mr. Sialesh Sewpaul Mauritius during their visit to BSE.
of trades executed on its trading platform, the number of new/ further
CYBERSECURITY THREATS
Even though financial organisations have bolstered their defence
against cyber-attacks, they remain a vulnerable target for hackers
Shri Ashishkumar Chauhan, MD & CEO presenting a memento to Bollywood Actress due to the money involved in the financial sector. That’s why, cyber-
Ms. Mouni Roy during her visit to BSE on Diwali Muhurat Trading day. attacks cost financial sector 300 times more than any other industry.
94
BSE LIMITED
96
BSE LIMITED
Regulators and governments globally and in India have either set out Cyber Security is one of the key strategic components to meet our
regulations or are in the process of formalizing user data protection strategic objective and to improve the overall business resiliency.
bills. In order to stay ahead of the regulatory ask, BSE is committed
towards ensuring minimal exposure for our investor and customer RISKS AND CONCERNS
data. The exchange has created and implemented an Information BUSINESS RISKS
Security program covering data privacy. The exchange is in the • Our performance relies upon the volume and value of trades
process of streamlining all major business processes to fundamentally executed on the trading platform, the number of active traders
embed zero trust architecture to meet local and international data in the market, the number of new/further listings and the
privacy requirements. In order to achieve this some of the existing amount of capital raised through such listings.
technological investments will be leveraged and appropriate changes • A dverse economic conditions could negatively affect our
will be made. business, financial condition and result of operations.
• ur industry is highly competitive, and we compete globally
O
Cyber Security is not always an investment that yields profit but
with a broad range of market participants for listings, clearing,
prevents loss. In other words, when you invest in security, you
trading and settlement volumes.
expect to reduce the risks threatening your assets. As part of our
commitment to protect the technological setup we have been • e operate in a business environment that continues to
W
investing on a range of security products and services and have also experience significant and rapid technological change.
partnered with some of the leading names in the security industry to • e operate in a highly regulated industry and may be subject
W
support us in this endeavour. In order to provide the right quantitative to censures, fines and other legal proceedings if we fail to
assessment of Return on Security Investment we will evolve a value comply with our legal and regulatory obligations. Changes in
at risk model. This model will be based on security Key Performance government policies could adversely affect trading volumes of
Indicators (KPIs) which will help project the reduction in potential instruments traded on BSE.
financial impact by way of implementing the security measures to
• T he continuation or recurrence of systemic events such as the
protect against these adverse impacts. This assessment will help us global economic crisis, changes in economic policies and the
optimize our efforts towards securing BSE. The initial KPIs have been political situation in India or globally may adversely affect our
established and we expect the model to evolve over the course of the performance.
year. This is done in addition of the reporting and dashboarding done
f0r the regulators which is done to demonstrate the effectiveness of • A rapidly spreading infectious disease that causes a pandemic,
thereby posing global threat, social and economic chaos can
the security protocol.
severely upset our business operations by disrupting operations,
In addition to this we plan to further secure our digital assets, i.e.
our applications and its underlying infrastructure with state-of-the-
art logging and monitoring tools with custom rule cases continuously
developed for fraud and anomaly detection. As we normalize work
from home at BSE, we also recognize that this widens our cyber-
attack surface. We have implemented an array of steps in order to
secure the access to the BSE network and ensure its authenticity
while in progress. We have been open regarding the process we have
in place and have continuously trained our employees regarding the
best approach towards keeping BSE secure. Moving forward, we will
have advanced training sessions for the important operations support
staff so that we minimize human errors which could lead to any large-
scale impact to the entity.
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BSE LIMITED
REGULATORY & COMPLIANCE INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
BSE operates in a highly regulated industry and may be subject to The Company identifies risk based internal audit scope; and assesses
regulatory proceedings including censures and fines, for non-compliance the inherent risk in the processes and activities of all departments to
with its regulatory obligations. ensure that appropriate risk management limits, control mechanisms
and mitigation strategies are in place. The Internal Auditors report
Changes in government policies and regulations could adversely affect observations relating to the deficiencies / non-compliance of various
trading on BSE on account of various factors like increase in operating audit areas and give suggestions / recommendations and control
costs, higher regulatory requirements, lower trading limits, higher directives to mitigate the shortcomings and make the process,
margins etc. on market participants. procedure, systems and functions more robust, accountable, reliable
and compliant. The observations made by the Internal Auditors and
Furthermore, we are facing an unprecedented event in the form of the the compliances thereof are placed before the Audit Committee.
COVID-19 pandemic. This has led to Central/ State Governments and
Municipal bodies imposing lockdowns and other restrictions on public The Company has implemented the Integrated Framework issued
as well as businesses. However, these restrictions have not impacted by the Committee of Sponsoring Organizations of the Treadway
the functioning of Stock Exchanges since the Government of India has Commission (“COSO”). Accordingly, the COSO based procedures
exempted capital and debt market services as notified by SEBI from the and process manuals for major functions have been prepared to
said closure. establish interlinkages between departments, to define responsibility,
accountability and reporting matrix, to define control framework of
The management and staff of BSE have risen to the situation and ensured each process and activity and to identify the risks. Internal Auditors
that all segments of the Exchange continued to operate seamlessly and refer to COSO based process and procedures while performing the
efficiently. The lockdown restrictions have truly tested the robustness internal audit functions.
of the Business continuity capability of BSE to run its operations in a
business as usual mode, with less than ten percent employees in office The Company has further implemented pre-audit of vendor payments
and majority working from home. Despite the challenges, the Exchange based on a set criteria. It strives to put in checks and controls like
has not compromised on any of its Regulatory function either in terms internal approvals, budgetary controls, documentary controls,
of monitoring or surveillance or enforcement or in terms of its service compliance to statutory requirements, etc.
levels.
The Company conducts in-house monitoring of the important
The pandemic has resulted in a high volatility in the markets owing to applicable statutory and regulatory compliances. The status of
investor concerns relating to spread of the pandemic and the resultant compliances and the monitoring thereof are regularly placed before
fear of economic slowdown. This has resulted in additional scrutiny and the Audit Committee and Board.
closer monitoring of markets in relation to trading and risk management,
with the objective of ensuring orderly functioning and integrity of the
markets. SEBI has also announced various regulatory measures which
inter-alia included increase in margin in Equity and Equity Derivatives
markets, introduction of cooling off period for flexing of price bands for
F&O stocks and revision in position limits in equity derivatives markets.
For the benefit of investors, Corporates and market participants, BSE Mr. Mikko Pötsönen, Counsellor (Economic & Commercial), Embassy of Finland and
has gone the extra mile and organized webinars, investor knowledge Mr. Shreyas K Doshi, Honorary Consul, Honorary Consulate of Finland, Mumbai along
seminars and training programs on various topics of interest during this with Mr. Ashishkumar Chauhan, MD & CEO, BSE ringing the BSE Bell during their
visit to BSE.
period, free of cost. These have been widely appreciated.
The Company has an Audit Committee, the details of which have During the COVID-19 pandemic, BSE’s management took various
been provided in the Corporate Governance Report. The Committee decisions for the well-being and safety of our employees’. Since the
reviews audit reports submitted by the Internal Auditors. Suggestions third week of march 2020, BSE sanitation measures include security
for improvement are considered and the Committee follows up on the guards with Infrared Temperature Guns to check temperature for fever
implementation of corrective actions. The Committee also meets the symptoms, installation of hand sanitizers on each floor and disinfectant
Statutory Auditors to ascertain, inter alia, their views on the adequacy tunnels at entrance / exits. For the safety of our employees, we have
of internal control systems. enabled Work From Home access for employees and vendors with
Virtual Private Network (VPN) access to keep the exchange fully
The coronavirus pandemic that the world currently faces brings functional and developed an inhouse Geo Fencing based attendance
countless challenges. One of these challenges is to safeguard the system called Virtual Fingerprint Access System (VFAS) using mobile.
officials while at the same time maintaining continuity in audit We have also developed a daily Health Reporting form to be filled by
activities. During this crisis which resulted into nation-wide lockdown, all the employees & vendor staff. In case any employee or their family
the audits functions have been carried out successfully as per members are suffering from any ill health, it needs to be immediately
schedule, in a secure and remote environment. reported. In case the employee or their locality has been quarantined,
also needs to be immediately reported in the form. The reports of the
ATERIAL DEVELOPMENTS IN HUMAN RESOURCES/ INDUSTRIAL
M same is shared everyday with our Core Management Team on a daily
RELATIONS FRONT INCLUDING NUMBER OF PEOPLE EMPLOYED basis. As a norm from the Government of India, we have also advised
HUMAN CAPITAL all the employees to download the AROGYA SETU app.
Human Resources (“HR”) organizations that invest in human capital
invest in the future. At BSE, the focus has been on making the TRAINING & DEVELOPMENT
right investments in human capital to take the Company and all During the year 2019-20 we have carried out a comprehensive
its employees to the next level of competence and expertise. The training need identification and analysis from the inputs drawn from
Company has always believed that motivated employees are the individual annual appraisals and prepared a training calendar. The
core source of competitive advantage and hence there is continuous training calendar covers both the technical/ operational skills as
investments in training and development programs along with various well as behavioural/ soft skills. Knowledge updation is the key for
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BSE LIMITED
some focused roles, which is very well taken care by sending the March 31, 2020. The allotment of 7,80,000 equity shares (7,80,000
employees to specific courses, seminars and conferences. To ensure equity shares as on March 31, 2019) of ` 2/- each have been kept
that employees are at their productive best, we continued to work in abeyance for specific reasons pursuant to the provisions of the
on simplifying internal processes through a collaborative effort with BSE (Corporatisation & Demutualisation) Scheme, 2005. However, all
various teams. The collaborative deliberations and decisions of the corporate benefits as declared from time to time, including dividend
organization leadership, supported by the stakeholders and enabled by and bonus are accrued to such shares kept in abeyance.
the people managers, have resulted in various new initiatives having
been implemented towards enabling change and transformation as Other Equity
well as enhancing a positive performance and learning culture. apital Reserve: Pursuant to the BSE (Corporatisation &
C
Demutualisation) Scheme, 2005, the balance in Contribution by
ECENT GLOBAL INITIATIVES BY BSE IN SUSTAINABILITY SPACE
R Members, Forfeiture of Members Application Money, Technology
• In August 2019 at the United Nations Global Compact- Reserve, Stock Exchange building, Seth Chunnilal Motilal Library,
Global Reporting Initiative (UNGC-GRI) Sustainability Summit:
Charity, Income and Expenditure Account as at August 19, 2005
Empowering Corporate Action through the Sustainable
as appearing in the Company are transferred to Capital Reserve
development Goals (SDGs) held at Manila, Philippines, BSE
being reserves which shall not be used for purposes other than the
steered an interesting perspective on “Regulatory trends in
operations of the Company. On a standalone as well as consolidated
advancing corporate transparency on sustainability in capital
basis, the balance as at March 31, 2020 amounted to ` 66,179 Lakh,
markets”
which is the same as the previous year.
• In September 2019, at the 3rd Asia Sustainability Reporting
Summit 2019, Singapore hosted by CSRWorks, BSE engaged Securities Premium Account: Securities premium reserve reflects
effectively with many Asian Stock Exchanges and other issuance of the shares by the Company at a premium, whether for
luminaries from the Environment Social Governance (ESG) cash or otherwise i.e. a sum equal to the aggregate amount of the
Space on “Whether comparability in Sustainability Disclosure premium received on shares is transferred to a “Securities Premium
is important” Reserve” as per the provisions of the Companies Act, 2013. The
• In November 2019, Asian and Oceanian Stock Exchanges reserve is utilized in accordance with the provisions of the Companies
Federation (AOSEF) hosted a Working Committee and Investor Act, 2013. On a standalone as well as consolidated basis, the balance
Education Working Group Meeting at Bangkok, Thailand, as at March 31, 2020 reduced to ` Nil from ` 22,526 Lakh as at
where BSE had some noteworthy contributions themed on March 31, 2019. This was on account of utilization of the Securities
“Environment Social Governance Investment and New Products Premium Account for the purpose of buy back of 67,64,705 equity
for Investors”. shares during the year.
• In January 2020, BSE in association with Environmental
Resources Management (ERM), RobecoSAM, World
Business Council for Sustainable Development World Business
Council for Sustainable Development (WBCSD) hosted and
made some noteworthy contribution at the “Strategic Thought
Leadership Forum on the Dow Jones Sustainability Indices Dow
Jones Sustainability Indices (DJSI) – Putting Principles into
Practice”.
FINANCIAL PERFORMANCE
SOURCES OF FUNDS
Equity Share Capital
BSE has one class of shares - equity shares at a face value of ` 2
each. The Authorised Share Capital is ` 30,000 lakh represented by
1,50,00,00,000 equity shares of ` 2 each. The Issued Equity Share
Capital stood at ` 916 lakh (` 1,052 lakh as at March 31, 2019)
represented by 4,58,04,297 equity shares of ` 2 each (5,25,69,002 Mr. Joseph Law, Founder and CEO, Living Greatness presenting his book to
equity shares of ` 2 each as at March 31, 2019). Out of the same, Shri Ashishkumar Chauhan, MD & CEO, BSE during his visit to BSE on 19th
4,50,24,297 equity shares of ` 2 each (5,17,89,002 equity shares of November, 2019.
` 2 each as at March 31, 2019) were subscribed and paid up as at
Other Reserves:
(` in Lakh)
Sr. Particulars As at As at
No. March March
31, 2020 31, 2019
Standalone:
a) Share application money pending allotment 1 1
b) Capital redemption reserve 176 40
Total 177 41
Consolidated:
a) Share application money pending allotment 1 1
b) Capital Redemption Reserve 176 40
Shri Ashishkumar Chauhan, MD & CEO, BSE along with Mr. Fathi Jerfel, Deputy c) Liquidity enhancement scheme (LES) 39 8
CEO, Global Head Retail Clients Division, Amundi posing with the BSE Bull on 19th
November, 2019 at BSE. reserve
Total 216 49
General Reserve: The General Reserve created from time to time Capital Redemption reserve of ` 176 Lakh has been created representing
transfer profits from Retained Earnings for appropriation purposes. the nominal value of equity shares bought back.
As the General Reserve created by a transfer from one component of
equity to another and is not an item of Other Comprehensive Income,
Pursuant to SEBI Circular SEBI/HO/MRD/DSA/CIR/P/2017/95 dated
items included in General Reserve will not be reclassified to the
August 10, 2017 (INDIA INX Circular no-20171017-1, dated October
Statement of Profit and Loss. The balance of General Reserve as on
March 31, 2020 was reduced to ` 44,457 Lakh from ` 69,415 Lakh 17, 2017), India International Exchange (IFSC) Limited (INDIA INX) had
as on March 31, 2019 on a standalone basis and reduced to ` 45,512 launched Liquidity Enhancement Scheme (LES) to enhance liquidity
Lakh from ` 70,470 Lakh as at March 31, 2019 on a consolidated in INDIA INX’s derivatives contracts traded. LES was launched on
basis. This was on account of utilization of the General Reserve for the November 01, 2017 and which was further extended and amended
purpose of buy back of 67,64,705 equity shares during the year. from time to time. An expense of ` 1,562 Lakh (Previous year:
` 1,298 Lakh) has been incurred towards the Scheme for the year ended
Capital reserve on business combination: The balance of Capital March 31, 2020.
Reserve on Business Combination as on March 31, 2020 stood at
` 10,530 Lakh on a standalone and consolidated basis, which is the Further, pursuant to SEBI Circular SEBI/HO/MRD/DSA/CIR/P/2017/95
same as the previous year. dated August 10, 2017, during the year ended March 31, 2020, India
INX has created additional LES reserve of ` 1,593 Lakh and incurred
Retained Earnings: On a standalone basis, the balance in the an expense of ` 1,562 Lakh during the year ended March 31, 2020,
Retained Earnings as at March 31, 2020 was ` 94,258 Lakh, as
accordingly LES reserve balance as on March 31, 2020 is ` 39 Lakh (as
compared to ` 92,895 Lakh in the previous year. Retained Earnings
on March 31, 2019: ` 8 Lakh). The LES reserve as on March 31, 2020
include loss of ` 25 Lakh (loss of ` 71 Lakh for FY 2018-19) charged
to Other Comprehensive Income (OCI) which is mainly on account of will not form part of net worth.
remeasurement losses on our defined benefit plans net of taxes.
Further, pursuant to SEBI Circular SEBI/HO/MRD/DSA/CIR/P/2017/95
On a consolidated basis, the balance in Retained Earnings as at March dated August 10, 2017, INDIA INX has created LES reserve as tabled
31, 2020 was ` 1,19,173 Lakh as compared to ` 1,22,066 Lakh in below:
the previous year. Retained Earnings include gain of ` 1,102 Lakh
(gain of ` 699 Lakh for FY 2018-19) charged to Other Comprehensive (` in Lakh)
Income (OCI) which is mainly on account of remeasurement losses on Particulars As at March As at March
our defined benefit plans net of taxes and exchange differences on 31, 2020 31, 2019
translating the financial statements of International Financial Services
Centre (IFSC) operation. Opening Balance 8 239
102
BSE LIMITED
Total Equity: The Total Equity attributable to Shareholders of the Deductions from Gross Block - Consolidated: During the year the
company on consolidated basis decreased to ` 2,42,510 Lakh as on Company disposed of various assets with a gross block of ` 534 Lakh as
March 31, 2020 from ` 2,92,856 Lakh as on March 31, 2019. The book compared to ` 723 Lakh during the previous year.
value per equity share on consolidated basis decreased to ` 539 as at
March 31, 2020 as compared to ` 565 as at March 31, 2019. Goodwill and Other Intangible Assets - Standalone: During the year,
the Company capitalised ` 528 Lakh in Software as compared to `
The Total Equity on standalone basis decreased to ` 2,16,501 Lakh as 2,359 Lakh in previous year.
on March 31, 2020 from ` 2,62,622 Lakh as on March 31, 2019. The
book value per equity share on standalone basis decreased to ` 481 as Goodwill and Other Intangible Assets – Consolidated: The carrying
at March 31, 2020 as compared to ` 507 as at March 31, 2019. value of Goodwill was unchanged at ` 3,742 Lakh as at March 31, 2020
as compared to previous year. During the year, the Company capitalised
Non-Controlling Interest: New investors had taken minority stake in ` 854 Lakh in Software as compared to ` 2,413 Lakh during previous
India INX and India ICC, due to which non-controlling interest of ` 1,856 year.
Lakh was generated as at March 31, 2020 on a consolidated basis.
Capital Work in Progress and Intangible Assets under development
Core Settlement Guarantee Fund: On a consolidated basis, the balance (CWIP) - Standalone: The carrying value of CWIP was ` 2,316 Lakh as
of Core Settlement Guarantee Fund as at March 31, 2020 increased by at March 31, 2020 as compared to ` 1,907 Lakh as at March 31, 2019.
` 3,375 Lakh to ` 43,538 Lakh, as compared to ` 40,163 Lakh in the
previous year. Capital Work in Progress and Intangible Assets under
development (CWIP) - Consolidated: The carrying value of CWIP
APPLICATION OF FUNDS:
was ` 2,187 Lakh as at March 31, 2020 as compared to ` 1,824
roperty Plant & Equipment and Investment Property:
P Lakh as at March 31, 2019.
Additions to Gross Block - Standalone: During the year, the Company
capitalised ` 2,407 Lakh to the gross block comprising of ` 5 Lakh in
Plant & Equipments, ` 2 Lakh in Electrical Installations, ` 2,365 Lakh in
Computer Equipments, ` 21 Lakh in Furniture & Fixtures and ` 14 Lakh
in Office Equipments.
During the previous year, the Company capitalised ` 1,975 Lakh to the
gross block comprising of ` 14 Lakh in Building Infrastructure, ` 10
Lakh in Plant & Equipments, ` 29 Lakh in Electrical Installations, ` 1,825
Lakh in Computer Equipments, ` 26 Lakh in Furniture & Fixtures and `
71 Lakh in Office Equipments.
104
BSE LIMITED
(` in Lakh) (` in Lakh)
Particulars As at As at Particulars As at As at
March March March March
31, 2020 31, 2019 31, 2020 31, 2019
Deposit with public bodies and others 1,040 472 Input Tax Credit Receivable 1,194 1,551
Loan to staff 99 94 Total 2,112 2,180
Receivable from Portfolio Management 99 500
Account Input Tax Credit receivable represents the input tax credit of Goods
Bank deposits including accrued interest (> 1 5,176 876 & Service Tax (GST) receivable which can be utilised subsequently
Year maturity) – Own against future GST liability as per the provisions of GST Act. Advance
to creditors represent the amount paid in advance to vendors for
Bank deposits including accrued interest (> 1 14,922 7,912
which services have been availed partly or yet to be availed.
Year maturity) – Earmarked
Receivable towards incentive scheme 30 14 Financial Liabilities:
Others 227 256 Trade Payables:
Total 21,593 10,124 (` in Lakh)
Particulars As at As at
eposit with public bodies and others represent amount given as
D March March
deposit to public bodies and deposit for taking rental properties. 31, 2020 31, 2019
Bank deposits are deposits which have a maturity tenure of more Standalone:
than 12 months. Other bank deposits are classified as cash and cash Trade Payables 6,772 3,592
equivalents and other bank balances. Accrued interest is the interest
Total 6,772 3,592
accrued but not due on the fixed deposits. The amount receivable from
portfolio management account represents, the amount remaining to Consolidated:
be invested by the portfolio management professionals. Trade Payables 7,584 4,189
Total 7,584 4,189
Other Assets:
(` in Lakh) Of the Trade Payables shown in standalone financials for FY 2019-20,
` 16 Lakh pertains to micro enterprises and small enterprises.
Particulars As at As at
March March
31, 2020 31, 2019 f the Trade Payables shown in consolidated financials for FY 2019-
O
20, ` 16 Lakh pertains to micro enterprises and small enterprises.
Standalone:
Gratuity Asset (Net) 4 69 Other Financial Liabilities:
Prepaid Expenses 276 277 (` in Lakh)
Advance to Creditors 282 96 Particulars As at As at
Input Credit Receivable 288 777 March March
Total 850 1,219 31, 2020 31, 2019
Consolidated: Standalone:
Gratuity Asset (Net) 4 70 Accrued employee benefit expenses 2,939 2,780
Prepaid Expenses 578 426 Deposits received 14,445 13,401
Advances Recoverable in Cash or in Kind or for 49 - Payable towards Additional Contribution to ISF 1,861 -
value to be received and IPF
Advance to Creditors 287 133 Unpaid dividends 128 134
106
BSE LIMITED
(` in Lakh) (` in Lakh)
Particulars As at As at Particulars As at As at
March March March March
31, 2020 31, 2019 31, 2020 31, 2019
Due to subsidiaries 704 442 Consolidated:
Payables on purchase of fixed assets 463 108 Provision for Gratuity 281 195
Earmarked Liabilities 19,822 23,297 Compensated Absence 1,722 1,507
Total 40,362 40,162 Total 2,003 1,702
Consolidated:
The provision for Gratuity and compensated absences are made
Accrued employee benefit expenses 3,703 3,582
based on actuarial valuation reports.
Deposits and margin received 16,322 14,486
Payable towards Additional Contribution to ISF 1,861 - Income Tax Assets and Liabilities:
and IPF
(` in Lakh)
Unpaid dividends 128 134
Particulars As at As at
Payables on purchase of fixed assets 463 115 March March
Lease obligations 3 3 31, 2020 31, 2019
Earmarked Liabilities 19,822 23,297 Standalone:
Clearing and Settlement 89,240 56,666 Deferred Tax Assets – A 13,165 9,002
Total 1,31,542 98,283 Deferred Tax Liabilities – B 2,361 1,233
Deferred Tax Net (A-B) 10,804 7,769
Accrued employee benefit represents emoluments payable to Income Tax Assets – C 5,634 5,464
employees over a period of time based on the HR policies designed Income Tax Liabilities – D 944 1,142
for the benefit of the employees. Deposits received includes Income Tax Net (C-D) 4,690 4,322
deposits received from trading members and clearing members
Consolidated:
which are based on guidelines issued by SEBI. Lease obligations
are liabilities which are at a fixed rate of interest having an original Deferred Tax Assets – E 16,881 12,276
repayment period of 5 years. Earmarked liabilities are backed up by Deferred Tax Liabilities – F 4,118 2,029
corresponding bank balances and bank deposits mentioned above. Deferred Tax Net (E-F) 12,763 10,247
Clearing and Settlement liability represents the early pay-in received Income Tax Assets – G 8,794 7,979
by Indian Clearing Corporation Limited (ICCL) with respect to trades
Income Tax Liabilities – H 993 1,147
executed on trading platform of the exchanges pending settlement,
Income Tax Net (G-H) 7,801 6,832
deposits received from clearing banks and margin money/deposits
received from members.
eferred Tax Assets primarily comprise deferred tax on property, plant
D
Provisions and equipment, impairment of financial assets, expenses allowed on
payment basis u/s 43B of Income Tax Act, 1961 and payment made
(` in Lakh)
towards voluntary retirement scheme. Deferred tax liabilities primarily
Particulars As at As at
comprise of deferred tax on fair market valuation of mutual fund.
March March
31, 2020 31, 2019 The deferred tax assets and liabilities have been offset wherever the
Company has a legally enforceable right to set off current income tax
Standalone:
assets against current income tax liabilities and where the deferred
Compensated Absence 1,114 1,038
tax assets and deferred tax liabilities relate to the taxes levied by the
Total 1,114 1,038 same taxation authority.
108
BSE LIMITED
witnessed a growth of 60% from 3.60 Crore transactions in FY 2018-19 there was a sharp increase in clearing house expenses by ` 1,462
to 5.75 Crore transactions in FY 2019-20 yielding an income from the Lakh from ` 261 Lakh in FY 2018-19 to ` 1,723 Lakh in FY 2019-20.
segment of ` 3,788 Lakh in FY 2019-20 from ` 2,500 Lakh in the FY Also, BSE has incurred a cost of ` 219 Lakh due to introduction of
2018-19. The decrease in income from Services to Corporates is mainly liquidity enhancement scheme in FY 2019-20, which was not present
due to decrease in listing fees, company reinstatement fees and other in the previous year.
fees from ` 19,833 Lakh in FY 2018-19 to ` 19,377 Lakh in FY 2019-
20. The decrease is offset by increase in book building software charges Exceptional items:
by ` 324 Lakh from ` 1,494 Lakh in FY 2018-19 to ` 1,818 Lakh in (` in Lakh)
FY 2019-20. Income from Data Dissemination Fees increased by ` 137
Particulars FY % of % FY % of
Lakh from ` 3,015 Lakh in FY 2018-19 to ` 3,152 Lakh in FY 2019-20.
2019- Total Growth 2018- Total
20 Income 19 Income
Standalone Expenses:
Net gain on partial 9,158 17% 1692% 511 1%
(` in Lakh) disposal of investment
Particulars FY % of % FY % of in subsidiary/associate
2019- Total Growth 2018- Total measured at cost
20 Income 19 Income Voluntary Retirement - 0% -100% -54 -0%
Employee Benefits 9,390 17% 11% 8,479 14% Scheme
Expenses Total 9,158 17% 457 1%
Computer Technology 13,090 24% 3% 12,652 21%
Related Expenses uring the FY 2019-20, the Company had further divested its 4%
D
Regulatory Fees 6,861 13% 42% 4,830 8% stake in its associate company Central Depository Services (India)
Legal Fees 872 2% 246% 252 0% Limited (“CDSL”) through “Offer for Sale” route. The profit on divestment
amounting to ` 9,158 Lakh is reflected as an “Exceptional Items” in the
Professional Fees 1,159 2% -22% 1,493 2%
standalone statement of profit and loss for the year ended March 31,
Electricity Charges 988 2% -13% 1,131 2% 2020. Exceptional items of FY 2018-19 includes profit on divestment
Repairs & Maintenance 851 2% -11% 952 2% based on estimated expenditure withheld by CDSL. In the quarter ended
Travelling Expenses 385 1% -19% 477 1% September 30, 2018, the amount of expenditure was crystallized, and
hence excess amount of ` 511 Lakh was recorded as an additional
Operating lease 71 0% 13% 63 0%
expenses profit on sale of CDSL during the year ended March 31, 2019 and shown
as “Exceptional Items”. It also includes payment of ` 54 Lakh towards
Impairment loss 2,540 5% 31% 1,937 3% voluntary retirement scheme for some employees.
allowance on trade
receivable and financial
Consolidated Performance:
assets
(` in Lakh)
Clearing house 1,723 3% 560% 261 0%
expenses Particulars FY FY Variance
2019-20 2018-19 (%)
Others 3,345 6% 15% 2,917 5%
Depreciation 4,355 8% -1% 4,402 7% A. Income
(` in Lakh) (` in Lakh)
Particulars FY FY Variance Particulars FY FY Variance
2019-20 2018-19 (%) 2019-20 2018-19 (%)
B. Expenses Total comprehensive income 13,230 20,627 -36%
- Employee Benefits Expense 15,120 13,921 9% attributable to the shareholders of
the Company
- Computer Technology Related 11,760 11,342 4%
Expenses Total comprehensive income -67 0 NA
attributable to the non-controlling
- Administration & Other Expenses 21,318 18,105 18% interest
- Liquidity Enhancement Scheme 1,781 1,298 37%
Expenses Consolidated Income:
Total Expenses 49,979 44,666 12% (` in Lakh)
C. EBITDA 13,021 24,078 -46% Particulars FY % of % FY % of
EBITDA Margin 21% 35% 2019- Total Growth 2018- Total
Depreciation & Amortization 5,104 5,108 0% 20 Income 19 Income
Finance Cost 237 87 172% Securities services 16,897 27% -2% 17,167 25%
D. Profit before Exceptional Items 7,680 18,883 -59% Services to corporates 21,215 34% -1% 21,344 31%
and Tax Data dissemination fees 3,152 5% 5% 3,015 4%
Exceptional Items [income/ 3,204 -54 -6033% Training institute 2,182 3% -5% 2,301 3%
(expenses)] Sale of Software 1,605 3% 33% 1,203 2%
E. Profit before tax and share 10,884 18,829 -42% Licenses, Development,
of net profits of investments Customization &
accounted for using equity Maintenance of
method
Software
Share of profit of associates 2,665 2,923 -9%
Investment Income 15,866 25% -22% 20,218 29%
F. Profit before tax 13,549 21,752 -38%
Other Income 2,083 3% -40% 3,496 5%
Tax Expenses 1,488 2,335 -36%
Total Income 63,000 100% -8% 68,744 100%
G. Net Profit for the year from 12,061 19,417 -38%
continuing operation T he Total Income for the year was lower by ` 5,744 Lakh at ` 63,000
H. Net profit for the year from - 511 -100% Lakh (down 8%). The income from Securities services and Services
discontinued operation to Corporates has reduced marginally as compared to previous year.
I. Net Profit for the year from 12,061 19,928 -39% The decrease in income from equity cash segment is partially offset
total operation by increase in income from Mutual Fund StAR MF platform which has
Net Profit attributable to the 12,227 19,928 -39% witnessed a growth of 60% from 3.60 Crore transactions in FY 2018-
shareholders of the Company 19 to 5.75 Crore transactions in FY 2019-20 yielding an income from
Net Profit attributable to the non- -166 - NA the segment of ` 3,788 Lakh from ` 2,500 Lakh in the FY 2018-19.
controlling interest The decrease in income from Services to Corporates is mainly due to
decrease in listing fees, company reinstatement fees and other fees
Net Margin 19% 29% -34%
from ` 19,850 Lakh in FY 2018-19 to ` 19,397 Lakh in FY 2019-20.
Effective Tax Rate 11% 11% The decrease is offset by increase in book building software charges by
J. Other Comprehensive Income 1,102 699 58% ` 324 Lakh from ` 1,494 Lakh in FY 2018-19 to ` 1,818 Lakh in FY
K. Total comprehensive 13,163 20,627 -36% 2019-20. Income from Data Dissemination Fees increased by ` 137
Lakh from ` 3,015 Lakh in FY 2018-19 to ` 3,152 Lakh in FY 2019-20.
110
BSE LIMITED
There was cash inflow from investing activities amounting to ` 58,038 T he cash outflow from financing activities was higher in FY 2019-20
Lakh in FY 2019-20 as compared to cash inflow of ` 32,821 Lakh in at ` 61,777 Lakh as compared to cash outflow of ` 35,201 Lakh in
FY 2018-19. FY 2018-19 mainly on account of higher amount paid on buyback of
shares during the year as compared to previous year.
T he cash outflow from financing activities was higher in FY 2019- 20
at ` 63,463 Lakh as compared to cash outflow of ` 34,845 Lakh in Earnings per Share (EPS)
FY 2018-19 mainly on account of higher amount paid on buyback of The details of change in EPS on standalone and consolidated basis
shares during the year as compared to previous year. are as follows:
Consolidated: Particulars FY FY %
Summary of consolidated cash flow statement is given below: 2019- 2018- Increase
20 19
(` in Lakh) Standalone:
Particulars FY FY Basic and diluted EPS before exceptional 16.72 37.18 -55%
2019-20 2018-19 items (`) – Continuing Operations
Operating activities 39,671 (31,833) Basic and diluted EPS after exceptional 35.37 38.08 -7%
Investing activities 47,029 34,740 item (`) – Continuing Operations
Financing activities (61,777) (35,201) Basic and diluted EPS after exceptional 35.37 38.08 -7%
Net increase / (decrease) in cash and cash 24,923 (32,294) item (`) – Total Operations
equivalents from Continuing Operations Consolidated:
Net increase / (decrease) in cash and cash - 511 Basic and diluted EPS before exceptional 18.04 36.85 -51%
equivalents from Discontinued Operations items (`) – Continuing Operations
Net increase / (decrease) in cash and cash 24,923 (31,783) Basic and diluted EPS after exceptional 24.57 36.78 -33%
equivalents from Total Operations item (`) – Continuing Operations
Cash & cash equivalents at the end of the 72,866 47,943 Basic and diluted EPS after exceptional 24.57 37.75 -35%
year item (`) – Total Operations
Cash and cash equivalents at the beginning 47,943 79,726
of the year Segment-wise reporting - Consolidated
The Company operated in one reportable business segment viz: Stock
In FY 2019-20, there was a cash inflow from operating activities Exchange Operations i.e. Facilitating Trading in Securities and other
amounting to ` 39,671 Lakh as compared to cash outflow of ` related ancillary Services as at the reporting date, and therefore has
31,833 Lakh in FY 2018-19. only one reportable Segment as per Indian Accounting Standard 108
“Operating Segments”.
There was cash inflow from investing activities amounting to ` 47,029
Lakh in FY 2019-20 as compared to cash inflow of ` 34,740 lakh in Material developments after balance sheet date
FY 2018-19. No major developments to be reported.
112
BSE LIMITED
The Company (“BSE” or “Exchange”) is in compliance with all the requirements stipulated under Listing Regulations and Securities Contracts (Regulation)
(Stock Exchanges and Clearing Corporations) Regulations, 2018 (“SECC Regulations”).
PHILOSOPHY
BSE believes in adopting the best Corporate Governance practices since its inception. BSE has always stated that good governance stems from mindset of
the organization and a strong mindset is a product of values and principles which are reinforced at all levels within the organization. BSE as an organization is
committed to do things in a right way which means taking business decisions and acting in a way that is ethical and in compliance with applicable legislations
in true letter and spirit. BSE emphasizes on maintaining highest levels of transparency, accountability, integrity and equity in all the areas of operations. Thus,
for BSE, Corporate Governance is not merely about compliance with legislations but also about commitment to values, principles, ethical business conduct
and transparency by ensuring honest and professional business practices and establishing an environment of trust and confidence among stakeholders.
Apart from being, the first Universal and listed Exchange of the country, BSE is the oldest Exchange in Asia as well as the fastest and largest Exchange in the
world in terms of equity stocks listed. BSE has been demonstrating the highest standards of Corporate Governance principles and is striving to improve them
continually by setting its standard in line with the best Corporate Governance practices in the world.
The Corporate Governance philosophy of BSE has been further strengthened with the adoption of the Code of Conduct and Code of Ethics for Board of
Directors and Senior Management including Key Managerial Personnel and its entire management cadre. BSE has also devised a Code of Conduct for
Prevention of Insider Trading and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information.
BOARD OF DIRECTORS
BSE actively seeks to adopt best global practices and believes in having a diverse Board of Directors (“Board”) to allow better Corporate Governance.
Hence, the Board of BSE is an ideal mix of knowledge, professionalism and experience and discharges its responsibilities and provides effective leadership
to business. The Board of BSE, being at the core of the Corporate Governance practices, plays a pivotal role in overseeing the management in serving and
protecting the long-term interests of all its stakeholders.
The Managing Director & CEO (MD & CEO) is responsible for the day-to-day management of the Company, subject to the supervision, direction and
control of the Board, and ensures to apprise them at every meeting on the performance of the Company. He is ably assisted by the Executive Management
Committee for implementing the decisions and strategic policies of the Board for effective execution.
Being a Recognized Stock Exchange, appointment of all the categories of Directors of the Company have been approved by Securities and Exchange
Board of India (SEBI).
Pursuant to Regulation 20 of SECC Regulations, all the Directors of the Company ensured to be fit and proper persons during the FY 2019-20.
As on March 31, 2020, the Board consisted of eight Directors, out of which six were Public Interest Directors and two were Shareholder Directors
(including Shri Ashishkumar Chauhan, MD & CEO of the Company), all being professionals having experience in diverse areas. The said composition of
the Board was in compliance with the Companies Act, 2013 (“the Act”), Listing Regulations and SECC Regulations.
Smt. Usha Sangwan, Shareholder Director, nominated on the Board of the Company by Life Insurance Corporation of India (LIC), is liable to retire by
rotation, has not offered herself for re-appointment and as a result would retire at the 15th Annual General Meeting of the Company. The Board places on
record its deep sense of gratitude and appreciation for Smt. Usha Sangwan’s immense contribution and strategic guidance provided during her tenure as
a Shareholder Director of the Company.
DETAILS OF DIRECTORS, BOARD MEETINGS, ATTENDANCE RECORDS OF BOARD AND OTHER DIRECTORSHIP(S)
During the FY 2019-20, five Board Meetings were held on May 7, 2019, July 13, 2019, August 2, 2019, November 6, 2019, February 11, 2020 and not
more than one hundred and twenty days elapsed between any two meetings.
Apart from the four quarterly Board Meetings held for consideration and approval of financial results, the Board of the Company additionally meets to
discuss and deliberate on the long-term business strategies of the Company.
The necessary quorum was present for all the meetings with the presence of maximum Public Interest Directors as required under SECC Regulations.
Video conferencing facilities are also provided to facilitate Directors travelling/ residing abroad or at other locations to participate in the meetings.
The details of Board including the category, attendance of the Directors at the aforesaid Board Meetings and the last Annual General Meeting along with
the number of Directorship(s) and Committee membership(s) in other companies of Directors are as follows:
Names of Directors, Attendance Attendance Other Committee position** Name of listed entity and Category of
DIN & Category at the at last AGM Directorship* Directorship***
Board held on July Chairperson Member
Meetings 15, 2019
Public Interest Directors
Justice Vikramajit Sen1 5/5 Yes 1 - - DCM Shriram Limited
(DIN 00866743)
Shri Sumit Bose2 5/5 Yes 3 2 1 Coromandel International Limited
(DIN 03340616) HDFC Life Insurance Company Limited
Shri S. S. Mundra 4/5 Yes 3 1 - Indiabulls Housing Finance Limited
(DIN 00979731)
Shri David Wright 5/5 Yes - - - Nil
(DIN 08064288)
Shri Umakant Jayaram 5/5 Yes - - - Nil
(DIN 08334815)
Sushri Jayshree Vyas3 5/5 Yes 3 - - Equitas Holdings Limited
(DIN 00584392)
Shareholder Directors
Smt. Usha Sangwan 3/5 No 3 - 1 Grasim Industries Limited
(DIN 02609263) Century Enka Limited
Ultratech Cement Limited
Smt. Rajeshree Sabnavis4 2/2 Yes - - - Not Applicable
(DIN 06731853)
Shri Ashishkumar Chauhan 5/5 Yes 5 - - Nil
(MD & CEO)
(DIN 00898469)
1. Re-appointed as Public Interest Director w.e.f. May 19, 2019 and appointed as Chairman w.e.f. May 22, 2019.
2. Re-appointed as Public Interest Director w.e.f. May 19, 2019.
3. Appointed as Public Interest Director w.e.f. April 25, 2019.
4. Retired as Shareholder Director w.e.f. July 15, 2019.
*While calculation of number of other Directorships, BSE Limited and other Companies i.e. private limited companies, foreign companies and Section 8 companies under the Act are
not considered.
114
BSE LIMITED
**For purpose of determination of committee position, Chairmanship and Membership of the Audit Committee and Stakeholders’ Relationship Committee has been considered as per
Regulation 26(1)(b) of Listing Regulations.
***All Directors are Non-Executive Director in other listed Companies.
All Directors, excluding Shri Ashishkumar Chauhan, MD & CEO, are Non–Executive Directors. None of the Directors of your Company are inter-se related
to each other.
CONFIRMATION OF INDEPENDENCE
The Board at its meeting held on May 21, 2020, reviewed the declaration of independence submitted by the Public Interest Directors and carried out due
assessment of the veracity of the same noting that the Public Interest Directors of the Exchange fulfill the conditions specified under Section 149(6) of the
Act and under Regulation 16(1)(b) and 25(8) of the Listing Regulations and are independent of the Management.
The Company being a Recognized Stock Exchange, requires every Director and Key Management Personnel to affirm compliance with the Code of Ethics
as prescribed by SEBI under Regulation 26(2) of SECC Regulations. The Code of Ethics is aimed at maintaining professional and ethical standards in
functioning of the Company.
FAMILIARIZATION PROGRAMMES
Pursuant to Regulation 25(7) of the Listing Regulations, the management conducts familiarization programmes for its Directors which includes discussion
on industry outlook and updates on various matters viz. Regulatory, Business, Trading Operations, Finance, Internal Control, Information Technology etc.
The details of programmes for familiarization of Directors are available on the Company’s website: https://www.bseindia.com/downloads1/Familiarisation_
Programme_for_Independent_Directors.pdf
Areas of Expertise
Capital Market
Understanding
Administrative
development
Stakeholder
relationship
Governance
Technology
Leadership
Corporate
Strategy
Finance
Legal &
Names of Directors
The Audit Committee meetings are attended by Statutory Auditors, Internal Auditors and other Officials from the Finance function of the Company.
The minutes of the meetings of the Committee are placed before the Board for noting. Smt. Prajakta Powle, Company Secretary & Compliance Officer
functions as the Secretary of the Committee.
Terms of Reference
1. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is
correct, sufficient and credible.
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company.
3. Approval of payment to statutory auditors for any other services rendered by them.
4. Review and monitor the auditor’s independence and performance, and effectiveness of audit process.
5. Reviewing, with the management, the annual financial statements and the Auditor’s report thereon, before submission to the Board for approval,
with particular reference to:
a) Matters required to be included in the Director’s Responsibility Statement to be included in the Boards’ report in terms of clause (c) of sub-
section 3 of section 134 of the Act.
b) Changes, if any, in accounting policies and practices and reasons for the same.
c) Major accounting entries involving estimates based on the exercise of judgment by management.
d) Significant adjustments made in the financial statements arising out of audit findings.
e) Compliance with listing and other legal requirements relating to financial statements.
f) Disclosure of any related party transactions.
g) Modified opinion(s) in the draft audit report.
6. Reviewing, with the management, the quarterly, financial statements before submission to the Board for approval.
7. To review the financial statements, in particular, the investments made by the unlisted subsidiary Company.
8. Reviewing, with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue,
etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/ notice and the report submitted by
the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to
take up steps in this matter.
9. To formulate the scope, functioning, periodicity and methodology for conducting the internal audit in consultation with the Internal Auditor.
10. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.
11. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official
heading the department, reporting structure coverage and frequency of internal audit.
12. Discussion with internal auditors any significant findings and follow up there on.
13. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure
of internal control systems of a material nature and reporting the matter to the Board.
14. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain
any area of concern.
15. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of
declared dividends) and creditors.
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BSE LIMITED
Powers
The Audit Committee shall have powers, which should include the following:
1. To investigate any activity within its terms of reference.
2. To seek information from any employee.
3. To obtain outside legal or other professional advice.
4. To secure attendance of outsiders with relevant expertise, if it considers necessary.
Review of Information
The Committee shall mandatorily review the following information:
1. Management discussion and analysis of financial condition and results of operations;
2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
3. Management letters/ letters of internal control weaknesses issued by the statutory auditors;
4. Internal audit reports relating to internal control weaknesses; and
5. The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Committee.
The necessary quorum was present for all the meetings with the presence of at least two Public Interest Directors as required under Regulation 18(2)(b)
of the Listing Regulations.
The composition of the Committee along with the details of the meetings held and attended during the aforesaid period is detailed below:
The previous Annual General Meeting of the Company was held on July 15, 2019 with presence of the Chairman of the Audit Committee.
The Committee is vested with all the necessary powers and authority to identify persons who are qualified to become Directors and who may be appointed
in senior management capacity in accordance with the criteria laid down, recommend to the Board their appointment and removal, and shall carry out
evaluation of every Director’s performance.
The Committee invites those executives, as it considers appropriate. The minutes of the meetings of the Committee are placed before the Board for noting.
Smt. Prajakta Powle, Company Secretary & Compliance Officer, functions as the Secretary of the Committee.
Terms of Reference
1. Identification and nomination of suitable candidates for the Boards’ approval in relation to appointment and removal of Directors and Key Managerial
Personnel and Senior Management;
2. Identification of the key job incumbents in senior management and recommend to the Board whether the concerned individual be: (a) granted an
extension in term/service; or (b) replaced with an identified internal or external candidate or recruit other suitable candidates;
3. Making recommendations to the Board in relation to the remuneration payable to the Directors and Key Managerial Personnel and Senior
Management, in terms of the policy of the Company;
4. Determining the tenure of Key Management Personnel other than a Director, posted in a regulatory department;
5. Selecting the Managing Director;
6. Formulating criteria for evaluation of performance of the Board of Directors and Independent Directors;
7. Devising a policy on Board diversity;
8. Laying out remuneration principles for employees linked to their effort, performance and achievement relating to the Company’s goals;
9. Developing a succession plan to ensure the systematic and long-term development of individuals in the senior management level to replace when
the need arises due to deaths, disabilities, retirements, and other unexpected occurrence and to regularly review the plan;
10. Framing & Reviewing the performance review policy to carry out evaluation of every Director’s performance including that of PID;
11. Recommend to the Board, all remuneration in whatever form, payable to senior management;
12. Recommending whether to extend the tenure of appointment of the PID on the basis of internal and external performance evaluation and
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13. Carrying out such other functions as may be specified by the Board from time to time.
As per Section 178(4) of the Act, the Nomination and Remuneration Committee shall, while formulating the policy under sub section (3)
ensure that:
1. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality
required to run the Company successfully;
2. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
3. Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay
reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.
The composition of the Committee along with the details of the meetings held and attended during the aforesaid period is detailed below:
T he previous Annual General Meeting of the Company was held on July 15, 2019 with presence of the Chairman of the Nomination and Remuneration
Committee.
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) individual Directors (including the Chairperson and Public Interest Directors); (ii) the Board as a whole; and (iii) various committees
of the Board, on an annual basis.
The criteria for evaluation for each of the above are as follows:
isclosures as prescribed under SEBI circular dated May 10, 2018 are given below:
D
Observations of Board evaluation carried out for the year
N o observations.
The necessary quorum was present for the meetings. Smt. Prajakta Powle, Company Secretary & Compliance Officer, functions as the Secretary of the
Committee.
The composition of the Committee along with the details of the meetings held and attended during the aforesaid period is detailed below:
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BSE LIMITED
Status Report of Investor Complaints for the year ended March 31, 2020
Opening balance Received during the year Resolved during the year Closing balance
0 24 24 0
The details of the meetings held and attended during the aforesaid period is tabled below:
Names of Members Category of Directors Nature of Membership Number of Meetings
Held Attended
Justice Vikramajit Sen Public Interest Director Chairman 3 3
Shri S. S. Mundra Public Interest Director Member 3 2
Shri Sumit Bose Public Interest Director Member 3 3
Shri David Wright Public Interest Director Member 3 3
Shri Umakant Jayaram Public Interest Director Member 3 3
Sushri Jayshree Vyas1 Public Interest Director Member 3 3
1. Sushri Jayshree Vyas was appointed as Member w.e.f. April 25, 2019.
The composition of the Committee along with the details of the meetings held and attended during the aforesaid period is detailed below:
Names of Members Category of Directors Nature of Membership Number of Meetings
Held Attended
Sushri Jayshree Vyas1 Public Interest Director Chairperson 2 2
Shri Ashishkumar Chauhan MD & CEO Member 2 2
Shri Umakant Jayaram Public Interest Director Member 2 2
Smt. Rajeshree Sabnavis2 Shareholder Director Member NA NA
1. Sushri Jayshree Vyas was appointed as Member and Chairperson w.e.f. May 15, 2019.
2. Smt. Rajeshree Sabnavis ceased to be Member w.e.f. July 15, 2019.
REMUNERATION OF DIRECTORS
PECUNIARY RELATIONSHIPS OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS
All Directors, excluding Shri Ashishkumar Chauhan, MD & CEO, are Non–Executive Directors. None of the Non- Executive Directors had any other
pecuniary relationship or transactions with the Company during FY 2019-20.
None of the Directors were in receipt of any Commission from the Company or any remuneration from its subsidiaries.
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This Resolution was passed on March 23, 2020 on last day of e-voting.
Description of Resolution Total No. of valid Votes assenting % of Votes Votes dissenting % of Votes
votes the resolution casted in favour the resolution casted against
Payment of Remuneration to MD & CEO 1,08,70,713 96,60,799 88.87 12,09,914 11.13
Due to the outbreak of COVID-19 pandemic, the subsequent lockdown announced by the Government and the relaxations granted by SEBI, via circular
dated May 12, 2020, the Company has not published the financial results for the quarter and year ended March 31, 2020 in the newspapers.
The results are available on the website of the Company https://www.bseindia.com/static/investor_relations/announcement.html. The website also
contains link to official news releases, investor presentations along with all material information pertaining to the Company. Meetings with Institutional
Investors/ Analysts organized by the Company are also hosted on the website of the Company.
The Company’s website contains a separate dedicated section ‘Investor Relations’. It contains comprehensive database of information of interest to our
investors including the financial results and Annual Report of the Company. The basic information about the Company in terms of the Listing Regulations is
provided on the Company’s website and the same is updated regularly. The Quarterly Results, Shareholding Pattern and all other corporate communication
to the Stock Exchange are filed through NSE Electronic Application Processing System (NEAPS) for dissemination on their website.
100
80
60
40
20
0
01-May-19
01-Aug-19
01-Dec-19
01-Mar-20
01-Sep-19
01-Nov-19
01-Jun-19
01-Feb-20
01-Jan-20
01-Oct-19
01-Apr-19
01-Jul-19
NIFTY BSE
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BSE LIMITED
Category No. of Shareholders No. of Shares held Percentage of Shares held (%)
Physical 6 1,62,526 0.36
NSDL 97,349 3,13,12,559 69.55
CDSL 79,341 1,35,49,212 30.09
Total 1,76,696 4,50,24,297 100.00
OUTSTANDING GLOBAL DEPOSITORY RECEIPTS OR AMERICAN DEPOSITORY RECEIPTS OR WARRANTS OR ANY CONVERTIBLE INSTRUMENTS,
CONVERSION DATE AND LIKELY IMPACT ON EQUITY: Not Applicable
COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES: Not Applicable
The Company is registered in SEBI Complaints Redressal System (SCORES). The investors can send their complaints through SCORES by visiting https://
www.scores.gov.in.
LIST OF ALL CREDIT RATINGS OBTAINED BY THE ENTITY ALONG WITH ANY REVISIONS THERETO DURING THE RELEVANT FINANCIAL YEAR,
FOR ALL DEBT INSTRUMENTS OF SUCH ENTITY OR ANY FIXED DEPOSIT PROGRAMME OR ANY SCHEME OR PROPOSAL OF THE LISTING
ENTITY INVOLVING MOBILIZATION OF FUNDS, WHETHER IN INDIA OR ABROAD: Not Applicable
OTHER DISCLOSURES
DISCLOSURES ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS (RPT) THAT MAY HAVE POTENTIAL CONFLICT WITH THE
INTERESTS OF COMPANY AT LARGE
The Company complies with the disclosure requirements as prescribed in Regulation 23 of Listing Regulations pertaining to Related Party Transactions
(“RPT”) and follows Ind AS - 24 issued by Institute of Chartered Accountants of India (ICAI). For details on material RPT’s please refer the section ‘Related
Party Transaction’ as mentioned in the Boards’ Report.
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BSE LIMITED
DETAILS OF NON-COMPLIANCE BY THE COMPANY, PENALTIES, STRICTURES IMPOSED BY STOCK EXCHANGE, SEBI OR ANY STATUTORY
AUTHORITY, ON ANY MATTER RELATED TO THE CAPITAL MARKETS DURING THE LAST THREE YEARS – Not Applicable
THE COMPANY HAS COMPLIED WITH THE FOLLOWING NON-MANDATORY AND DISCRETIONARY REQUIREMENTS AS PER SCHEDULE II PART
E OF THE LISTING REGULATIONS
• Chairperson’s office is maintained at Company’s expense and all reimbursements are allowed to the Chairperson in performance of his duties.
• T he quarterly and half-yearly financial performance are published in the newspaper and are also posted on the website of the Company and hence,
it is not being sent to the shareholders.
• The Internal Auditors of the Company make presentation to the Audit Committee on their reports.
• T he Company’s financial statement for FY 2019-20 does not contain any audit qualification. The Company’s audited financial statements are
accompanied with unmodified opinion from the statutory auditor of the Company.
DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT OR QUALIFIED INSTITUTIONS PLACEMENT AS SPECIFIED
UNDER REGULATION 32(7A) OF LISTING REGULATIONS – Not applicable
COMPLIANCE CERTIFICATE
Certificate from Dhrumil Shah & Co, Practicing Company Secretaries, confirming compliances with the conditions of Corporate Governance as stipulated
under the Listing Regulations is attached as Annexure D.
DIVIDEND
The Company provides the facility of direct credit of dividend to the Member’s bank account. Listing Regulations also mandate Companies to credit the
dividend to the Members electronically. Members holding shares in Demat/Physical form whose Bank details for receiving dividend are not registered/
updated are requested to register/update the same by following the procedure as mentioned in the Notice of the AGM. Members are therefore urged
to avail this facility to ensure safe and speedy credit of their dividend into their Bank account. Please refer Boards’ Report for the link of the Dividend
Distribution policy.
If the Company is unable to pay the dividend to any Member by electronic mode due to non-registration of bank account, the Company shall dispatch the
dividend warrant / cheque to such Members at the earliest once the normalcy is restored.
ANNUAL REPORT
Annual Report containing, inter alia, Audited Accounts, Auditor’s Report, Boards’ Report, Corporate Governance Report, Business Responsibility Report
and other material and related matters/ information is circulated by email to the Shareholders and others entitled thereto. The copy of Annual Report is
also available on Company’s website at www.bseindia.com, www.nseindia.com (where the Company is listed) and https://evoting.karvy.com/ (agency
providing e-voting facility).
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BSE LIMITED
This is to confirm that the Company has obtained from all the Members of the Board and Senior Management personnel affirmation that they have
complied with the Code of Conduct for Directors and senior management personnel as required under Regulation 26(3) of the Listing Regulations for the
FY 2019-20.
To,
The Members of
BSE LIMITED
25th Floor, P.J. Towers
Dalal Street, Fort,
Mumbai -400 001
I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of BSE Limited having
CIN L67120MH2005PLC155188 and having registered office at 25th Floor, P.J. Towers, Dalal Street, Fort, Mumbai - 400 001 (hereinafter referred to as
‘the Company’), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with
Schedule V Para-C sub- clause 10(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In my opinion and to the best of my information and according to the verifications (including Directors Identification Number [DIN] status at the portal www.
mca.gov.in) as considered necessary and explanations furnished to me by the Company & its officers, I hereby certify that none of the Directors on the Board
of the Company as stated below for the Financial Year ending on March 31, 2020 have been debarred or disqualified from being appointed or continuing as
Directors of the Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.
Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our
responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company
nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.
Dhrumil M Shah
Practising Company Secretary
Place: Mumbai C.P. No. 8978 & FCS No. 8021
Date: May 21, 2020 PR No. 400/2016
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BSE LIMITED
We, Ashishkumar Chauhan, Managing Director & Chief Executive Officer and Nayan Mehta, Chief Financial Officer do hereby certify the
following:
a) We have reviewed financial statements and the cash flow statement for the year ended March 31, 2020 and that to the best of our knowledge and
belief:
• these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
• these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards,
applicable laws and regulations.
b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year ended March 31, 2020 which are
fraudulent, illegal or in violation of the Company’s code of conduct.
c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness
of internal control systems of the Company pertaining to financial reporting, and we have disclosed to the auditors and the Audit Committee,
deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or proposed to take, to
rectify these deficiencies.
d) We have indicated, based on most recent evaluation, wherever applicable, to the auditors and the Audit Committee:
• significant changes, if any, in internal control over financial reporting during the year;
• significant changes, if any, in accounting policies during the year and that the same have been disclosed in the notes to the financial
statements; and
• instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee
having a significant role in the Company’s internal control system over financial reporting.
To,
The Members of
BSE LIMITED
25th Floor, P. J. Towers, Dalal Street,
Mumbai – 400 001
I have examined all the relevant records of BSE Limited (‘the Company’) for the purpose of certifying compliance with the conditions of Corporate
Governance under Chapter IV to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”) and in terms of Regulation 33 of Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 (“SECC
Regulations”) for the financial year ended March 31, 2020.
The compliance of conditions of Corporate Governance is the responsibility of the Management. My examination was limited to procedures and
implementation process adopted by the Company for ensuring compliance with the conditions of Corporate Governance. This certificate is neither an
audit nor an expression of opinion on the Financial Statements of the Company.
In my opinion and to the best of my information and according to the explanations and information furnished to me, I certify that the Company has
complied with all the conditions of Corporate Governance as stipulated in the said Listing Regulations and SECC Regulations.
I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the
Management has conducted the affairs of the Company.
Dhrumil M Shah
Practising Company Secretary
Place: Mumbai C.P. No. 8978 & FCS No. 8021
Date: May 21, 2020 PR No 400/2016
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BSE LIMITED
Associates:
1) Asia Index Private Limited
2) Central Depository Services (India) Limited
3) CDSL Ventures Limited
4) CDSL Insurance Repository Limited
5) CDSL Commodity Repository Limited
6) BSE EBIX Insurance Broking Private Limited
7) Marketplace EBIX Technology Services Private Limited
8) Pranurja Solutions Limited (w.e.f. May 7, 2019)
2. DO THE SUBSIDIARY COMPANY/COMPANIES PARTICIPATE IN THE BUSINESS RESPONSIBILITY (BR) INITIATIVES OF THE PARENT
COMPANY? IF YES, THEN INDICATE THE NUMBER OF SUCH SUBSIDIARY COMPANY(IES).
Currently, only two of the subsidiary Companies viz. Indian Clearing Corporation Limited (ICCL) & Marketplace Technologies Private
Limited, qualifies for CSR activity under Section 135 of the Companies Act. ICCL & Marketplace Technologies participates in the Business
Responsibility (“BR”) initiatives of the Company.
3. DO ANY OTHER ENTITY/ENTITIES (E.G. SUPPLIERS, DISTRIBUTORS ETC.) THAT THE COMPANY DOES BUSINESS WITH, PARTICIPATE IN
THE BR INITIATIVES OF THE COMPANY? IF YES, THEN INDICATE PERCENTAGE OF SUCH ENTITY/ENTITIES? [LESS THAN 30%, 30-60%,
MORE THAN 60%].
Yes, we extend our BR initiatives to other entities, however their current participation amounts to less than 30%.
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BSE LIMITED
b) Details of BR Head :
Particulars Details
DIN 06924145
Name Shri Shankar Jadhav
Designation Head - Strategy
Telephone number 022-22728001/8147
E-mail id [email protected]
Note:
# The policies are developed and aligned with standards prescribed by a) Securities and Exchange Board of India b) Ministry of Corporate Affairs c) Company’s internal practices.
## The policies are available on the internal portal.
### The policies are uploaded on our internal portal which the internal stakeholders have access to and the same can be made available on request to the external stakeholders.
b) If answer to the question at serial number 1 against any principle, is ‘No’, please explain why: (Tick up to 2 options)
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
The company has not understood the Principles
The company is not at a stage where it finds itself in a position to
formulate and implement the policies on specified principles
The company does not have financial or manpower resources available
for the task Not Applicable
It is planned to be done within next 6 months
It is planned to be done within the next 1 year
Any other reason (please specify)
GOVERNANCE RELATED TO BR
a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance of the Company. Within 3
months, 3-6 months, Annually, More than 1 year
The Board of Directors have discussed about the BRR once during the financial year.
b) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How frequently it is published?
The BRR forms a part of Annual Report for the financial year 2019-20 which can be viewed on the website of the Company at
www.bseindia.com.
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BSE LIMITED
Principle 2: Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle
1 List up to 3 of your products or services whose The Company is cognizant of its role in promoting inclusive growth and equitable development
design has incorporated social or environmental while contributing to environmental sustainability
concerns, risks and/or opportunities
a) The Company has launched three indices based on the theme of Sustainability called
S&P BSE 100 ESG INDEX, S&P BSE CARBONEX and S&P BSE GREENEX which drives
both issuers as well as investors to augment sustainability of the environment and
complete echo system
b) The Company being a stock exchange has also listed Green Bonds on its trading
platform. A Green Bond is like any other bond where a debt instrument is issued by an
entity for raising funds from investors. However, what differentiates a Green Bond from
other bonds is that the proceeds of a Green Bond offering are ‘ear- marked’ for use
towards financing green project
c) The Company has introduced Corporate Announcement Filing System (CAFS) to the
equity listed companies. This is paperless submission. CAFS ensures that critical
information / disclosures are available to the investors on real time basis without
exchange intervention.
d) Based on the ongoing MOU, between Global Reporting Initiative (“GRI”) and BSE, the
company continues to work collaboratively as well as supports various Listed Corporates
in establishing sustainability reporting process. The collaboration led to the successful
creation and launch of a linkage document that is designed to show companies how
requirements under the SEBI Business Responsibility Report Framework correspond to
the GRI Standards and disclosures.
e) Integrated Reporting Council is working in India through a trade association body
called Confederation of India Industry (CII), via its Centre of Excellence for Sustainable
Development (CESD) and has formed a committee for encouraging Integrated
Reporting (IR) by corporates in India. BSE has joined this initiative as a member of
working group. BSE actively contributes to this group by guiding and encouraging the
companies of listed arena to adapt integrated thinking, sustainable business portfolio,
value innovation and integrated reporting.
f) BSE’s Star MF, a mutual fund distribution business with around 60 lakh paperless
transactions per month is a fully digitalised and a sustainable business model. It
contributed approx 66% of the Net Equity AUM to Mutual Fund Industry during 2019-
2020.
Distributor empanelment is also paperless and done online without requirement of
physical travel of distributors. BSE encourages Webinars for distributors over physical
seminars resulting in reduction of carbon footprint.
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BSE LIMITED
8 What percentage of your under mentioned employees were Sr. Category % of employees % of employees
given safety & skill upgradation training in the last year No. given skill given safety training
a) Permanent Employees upgradation training
b) Permanent Women 1 Permanent Employees 92% 16%
c) Casual/Temporary/ Contractual Employees 2 Permanent Women 21% 4%
d) Employees with Disabilities Employees
3 Casual/Temporary/ 94% 38%
Contractual Employees
4 Employees with 100% NA
Disabilities
Principle 4: Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are
disadvantaged, vulnerable and marginalised
1 Has the Company mapped its internal and external Yes
stakeholders? Yes/No
2 Out of the above, has the Company identified the Yes
disadvantaged, vulnerable & marginalized stakeholders
3 Are there any special initiatives taken by the Company to 1. BSE have been providing bus services during lockdown period for market
engage with the disadvantaged, vulnerable and marginalized participants like trading members, depository partners, vendors, employees
stakeholders. If so, provide details thereof, in about 50 words etc. This service has been helping the people involved in providing essential
or so services travel between home and office safely.
2. In view of COVID-19 outbreak, BSE regularly sanitizes all the office areas
and has installed hand sanitizer dispensers at all the entry points of the BSE
buildings thus ensuring hygiene and safety of all its stake holders.
3. BSE launched Google Assistant service to make stock market data easily
accessible to investors. This has benefited specially abled investors to get
real time market information easily.
The investors can access below market information using Google Assistant.
• Indices
• Stock Prices
• Corporate Announcements
• Board Meetings
• Corporate Actions
• Company Results
• Gainer & Losers
• 52 Week High / Low
• New Listing
• Forthcoming IPO and much more
4. A special lift is used for senior and disabled stake holders for reaching upper
floors in the BSE building.
5. In order to provide comfort & support to the senior and disabled individual
stakeholders, BSE has in place a golf cart facility which helps them to reach
the entrance gate and also BSE has installed a ramp for such individual
stakeholders to enter the premises conveniently.
Principle 6: Business should respect, protect, and make efforts to restore the environment
1 Does the policy related to Principle 6 cover only the Company or extends The policy applies to everyone with whom BSE is associated, externally
to the Group/Joint Ventures/Suppliers/Contractors/NGOs/others and internally and wholly supports and complies with and exceeds the
requirements of current environmental legislation and codes of practice
2 Does the Company have strategies/ initiatives to address global Yes, the Company has an Environment Policy which is available on the
environmental issues such as climate change, global warming, etc? Y/N. BSE internal portal
If yes, please give hyperlink for webpage etc
3 Does the Company identify and assess potential environmental risks? Yes
Y/N
4 Does the company have any project related to Clean Development No
Mechanism? If so, provide details thereof, in about 50 words or so. Also,
if Yes, whether any environmental compliance report is filed
5 Has the Company undertaken any other initiatives on – clean • B SE does not use one-time use plastic material. Water Jugs and
technology, energy efficiency, renewable energy, etc. Y/N. If yes, please Paper Cups are being used in place of onetime use plastic water
give hyperlink for web page bottle. Employees are encouraged to use their own reusable
water bottles. Thus BSE contributes to sustainable use of
resources.
• BSE communicates with its stake holders including employees
to conserve water, paper and electricity through various means
such as posters in various places, screen savers, email foot
notes etc.
• BSE has applied cool coating on its terrace area which is a high-
performance heat reflective cool coating. The application of cool
coating on the rooftop aims to provide a low ambient temperature
at the interiors of the confined space. This helps minimize power
consumption towards air conditioning of the confined space.
• The Company has introduced Corporate Announcement Filing
System (CAFS) to the equity listed companies. This is paperless
submission.
• Paperless SIP: Wherein the link for payment is created for 1st
Installment as well as subsequent Installment which is only
available with BSE.
• Digital and real time investor’s registration.
• Digital filing and document submissions.
• E-waste management.
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BSE LIMITED
6 Are the Emissions/Waste generated by the Company within the Not Applicable
permissible limits given by CPCB/SPCB for the financial year being
reported
7 Number of show cause/ legal notices received from CPCB/SPCB which Not Applicable
are pending (i.e. not resolved to satisfaction) as on end of Financial Year
Principle 7: Business, when engaged in influencing public and regulatory policy, should do so in a responsible manner
1 Is your company a member of any trade and Yes, we are the member of various associations. Major ones are as under:
chamber or association? If Yes, Name only International
those major ones that your business deals • The International Organization of Securities Commissions (IOSCO)
with • Asian and Oceanic Stock Exchange (AOSEF)
Domestic
• Federation of Indian Chambers of Commerce and Industry
• Confederation of Indian Industry
• Indo-German Chamber of Commerce
• Bombay Chamber of Commerce and Industry
• The Associated Chamber of Commerce and Industry of India (ASSOCHAM)
• IMC Chamber of Commerce and Industry
2 Have you advocated/lobbied through Name of Association Area of Advocacy
above associations for the advancement The International Organization of Securities 1. Use of technology for regulatory
or improvement of public good? Yes/No; Commissions monitoring, reporting and compliance
if yes specify the broad areas (drop box: (RegTech)
Governance and Administration, Economic
Reforms, Inclusive Development Policies, 2. Use of technology for functioning of
Energy security, Water, Food Security, securities market (FinTech)
Sustainable Business Principles, Others 3. Importance of cyber resilience for the
entire eco-system of the securities
markets
4.
Importance of Environmental,
Social and Governance (ESG) and
sustainability for listed companies,
Market Infrastructure Institutes (MII)
and other stake holders in the financial
markets
5. Ethics in the securities markets
Asian and Oceanic Stock Exchange (AOSEF) 1. Facilitate the exchange of information
and to promote mutual assistance.
2. Disclosure of Shareholding pattern for
Listed Corporates
142
BSE LIMITED
5 Have you taken steps to ensure that this community development Yes. Following activities were carried out in this regard:
initiative is successfully adopted by the community? Please explain in Next BIG Idea 2019 - 10 startups selected from the pool of over 700+
50 words, or so applicants & provided with market access program in Canada.
Empower 2019 - 10 women entrepreneurs - selected from the pool of
over 280+ applicants and provided with 6-week acceleration support &
Access to Finance.
ZSI Booster Program : 7 startups selected from a pool of over 100
applications for Zone Startups India’s first pre-accelerator program in
which selected startup get access to bootcamps & Master classes,
workspace for 2 Co-founders, feedback from Industry Experts/Mentors,
Peer-to-peer learning.
DSTx - India’s largest Diagnostics Led Service + Therapeutics
program: An initiative of Abbott India in partnership with Zone Startups India
was launched in mid-2019, to catalyze innovations in the pharmaceutical
industry through collaboration with different industry stakeholders such as
innovators, growth stage technology companies, researchers, and experts.
The program aimed to provide a unique platform to emerging technologies
and co-develop sustainable solutions to increase the potential of success
in the marketplace and revolutionize the Diagnostics-Led Service +
Therapeutics Space. 25+ startups supported through this program.
Industry Sessions, Peer-to-peer learning sessions, Workshops,
Industry Demo, Bootcamp - Over 250 startups benefited from the
capacity building activities hosted at Zone Startups India.
Further to support inclusive growth and equitable development below
programs were held at BSE
a. RI Dialogue on Business Innovation and Leadership for UN
Sustainable Development Goals
b. All India interactive session on Cyber Security & Cyber Resilience
framework for Stock Brokers / Depository Participants
c. Yoga Sessions
d. MedscapeIndia National Awards -Save the girl child to Women
Empowerment
e. The Hindu Young World Quiz Competition
f. BSE Bull Run
g. The Hindu World Painting Competition 2019.
Principle 9: Businesses should engage with and provide value to their customers and consumers in a responsible manner
1 What percentage of customer complaints/ Type of Un resolved Fresh Complaints Complaints
consumer cases are pending as on the end customer complaints Complaints resolved in FY un-resolved in
of financial year carried received in 2019-20 FY 2019-20
forward from FY 2019-20
FY 2018-2019
Shareholders 0 24 24 0
Investors 678 1506 1517 667
2 Does the Company display product Not Applicable
information on the product label, over and
above what is mandated as per local laws?
Yes/No/N.A. /Remarks(additional information)
3 Is there any case filed by any stakeholder As of 31st March 2020, there are no pending cases filed by a stake holder regarding unfair trade
against the Company regarding unfair trade practices, irresponsible advertising and / or anti-competitive behavior
practices, irresponsible advertising and/
or anti-competitive behavior during the last
five years and pending as on end of financial
year. If so, provide details thereof, in about 50
words or so
4 Did your Company carry out any consumer Yes, we interact with our client on regular basis and across multiple platforms. Customer
survey/ consumer satisfaction trends satisfaction surveys are conducted on periodic basis to assess customer satisfaction levels and
benchmark the Company’s performance with industry peers
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BSE LIMITED
In our opinion and to the best of our information and according to the Key Audit Matters
explanations given to us and based on the consideration of reports of Key audit matters are those matters that, in our professional judgment,
other auditors on separate financial statements and on the other financial were of most significance in our audit of the consolidated Ind AS financial
information of the subsidiaries the aforesaid consolidated Ind AS financial statements for the financial year ended March 31, 2020. These matters
statements give the information required by the Companies Act, 2013, were addressed in the context of our audit of the consolidated Ind AS
as amended (“the Act”) in the manner so required and give a true and financial statements as a whole, and in forming our opinion thereon, and
fair view in conformity with the accounting principles generally accepted we do not provide a separate opinion on these matters. For each matter
in India, of the consolidated state of affairs of the Group, as at March 31, below, our description of how our audit addressed the matter is provided
2020, their consolidated profit including other comprehensive income, in that context.
their consolidated cash flows and the consolidated statement of changes
in equity for the year ended on that date. We have determined the matters described below to be the key audit
matters to be communicated in our report. We have fulfilled the
Basis for Opinion responsibilities described in the Auditor’s responsibilities for the audit
We conducted our audit of the consolidated Ind AS financial statements of the consolidated Ind AS financial statements section of our report,
in accordance with the Standards on Auditing (SAs), as specified under including in relation to these matters. Accordingly, our audit included the
section 143(10) of the Act. Our responsibilities under those Standards performance of procedures designed to respond to our assessment of
are further described in the ‘Auditor’s Responsibilities for the Audit of the risks of material misstatement of the consolidated Ind AS financial
the Consolidated Ind AS Financial Statements’ section of our report. We statements. The results of audit procedures performed by us and by
are independent of the Group in accordance with the ‘Code of Ethics’ other auditors of components not audited by us, as reported by them in
issued by the Institute of Chartered Accountants of India together with their audit reports furnished to us by the management, including those
the ethical requirements that are relevant to our audit of the financial procedures performed to address the matters below, provide the basis
statements under the provisions of the Act and the Rules thereunder, and for our audit opinion on the accompanying consolidated Ind AS financial
we have fulfilled our other ethical responsibilities in accordance with these statements.
Key audit matters How our audit addressed the key audit matter
Valuation of investments and its impairment (as described in note 32 of the consolidated Ind AS financial statements)
Quoted investments and unquoted investments Our audit procedures included the following:
represent the most significant amount on the balance
• We assessed the design and implementation of controls over valuation and existence
sheet. The total of these Rs. 2,13,200 Lakhs represented
of investments.
48% of total assets of the Group as at March 31, 2020.
• For the fair valuation models, we understood and assessed the methodology used. We
tested the underlying data and assumptions used in the determination of the fair value.
Key audit matters How our audit addressed the key audit matter
There is a risk that the fair value of investments is not • We traced the quantity held from the confirmation provided by Custodian and Fund
determined appropriately and also considering the houses.
current impact of the covid 19 on the impairment of the
• We tested the valuation of the quoted and unquoted investments to independent
investment. Accordingly, the valuation of investments
pricing sources.
and its impairment is considered as a key audit matter.
• We assessed and tested the management procedures for performing impairment
analysis of investments, including likely impact of Covid-19 on value of investments
Information Technology (IT) systems and controls
As Holding Company is a Stock Exchange, the reliability Our audit procedures included the following:
of IT systems plays a key role in the business operations.
• Assessed the information systems used by the Company for IT General Controls (ITGC)
Since large volume of transactions are processed, the IT
and Application controls;
controls are required to ensure that systems process
data as expected and that changes are made in an • The aspects covered in the IT General Control audit were (i) User Access Management
appropriate manner. (ii) Program Change Management (iii) Other related ITGCs; - to understand the design
and test the operating effectiveness of such controls in the system;
The IT infrastructure is critical for smooth functioning
of the Holding Company’s business operations as well • Assessed the changes that were made to the key systems during the audit period and
as for timely and accurate financial accounting and assessing changes that have impact on financial reporting;
reporting.
• Performed tests of controls (including other compensatory controls wherever
Due to the pervasive nature and complexity of the IT applicable) on the IT application controls and IT dependent manual controls in the
environment and large volume of transactions we have system.
considered IT systems and controls as a key audit
• Tested the design and operating effectiveness of compensating controls, where
matter.
deficiencies were identified and, where necessary, extended the scope of our
substantive audit procedures.
Provisions for litigation and claims (as described in note 36 of the consolidated Ind AS financial statements)
There are certain demands raised by regulatory • We obtained and evaluated the Group accounting policy in relation to accounting,
authorities, employees and others. The Group has assessing and disclosure of claims against the Group.
disputed such demands by appealing them to relevant
• We understood the design and tested the operating effectiveness of the Group’s key
statutory forums.
controls over the identification, estimation, monitoring and disclosure of provisions for
For various pending litigations against the Group, litigations and claims.
management judgement is needed to determine
• We examined the relevant correspondence with regulators to assess developments in
whether an obligation exists and a provision should be
key areas and litigation reports to identify potentially material cases.
recorded or disclosure if any, required in the financial
statements in accordance with the criteria set under IND • Obtained independent confirmations from lawyers in respect of material cases
AS 37 outstanding.
The measurement of the provision is based on the • We reviewed the Board and other board level committee meeting minutes to assess
best estimate of the expenditure required to settle the the effectiveness of management’s review controls and conclusions reached.
present obligation.
• For the significant provisions made, we understood, and assessed the provisioning
Considering the judgement and estimate involved, methodology. We tested the underlying data and assumptions used in the determination
matter is considered as a key audit matter. of the provisions recorded, including expected claim rates.
• For cases where a provision was not recognized, we evaluated the adequacy of
disclosure made in the Consolidated Ind AS financial statements.
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BSE LIMITED
Information Other than the Financial Statements and Auditor’s applicable, matters related to going concern and using the going
Report Thereon concern basis of accounting unless management either intends to
The Holding Company’s Board of Directors is responsible for the liquidate the respective entities or to cease operations, or has no
other information. The other information comprises the information realistic alternative but to do so.
included in the Annual Report, but does not include the consolidated
Ind AS financial statements and our auditor’s report thereon. Those respective Board of Directors of the companies included in
the Group and its associates are also responsible for overseeing the
Our opinion on the consolidated Ind AS financial statements does financial reporting process of the respective entities.
not cover the other information and we do not express any form of
assurance conclusion thereon. Auditor’s Responsibilities for the Audit of the Consolidated
Ind AS Financial Statements
In connection with our audit of the consolidated Ind AS financial Our objectives are to obtain reasonable assurance about whether the
statements, our responsibility is to read the other information and, consolidated Ind AS financial statements as a whole are free from
in doing so, consider whether such other information is materially material misstatement, whether due to fraud or error, and to issue an
inconsistent with the consolidated Ind AS financial statements or our auditor’s report that includes our opinion. Reasonable assurance is a
knowledge obtained in the audit or otherwise appears to be materially high level of assurance, but is not a guarantee that an audit conducted
misstated. If, based on the work we have performed, we conclude in accordance with SAs will always detect a material misstatement
that there is a material misstatement of this other information, we are when it exists. Misstatements can arise from fraud or error and are
required to report that fact. We have nothing to report in this regard. considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users
Responsibilities of Management for the Consolidated Ind AS taken on the basis of these consolidated Ind AS financial statements.
Financial Statements
The Holding Company’s Board of Directors is responsible for the As part of an audit in accordance with SAs, we exercise professional
preparation and presentation of these consolidated Ind AS financial judgment and maintain professional skepticism throughout the audit.
statements in terms of the requirements of the Act that give a true We also:
and fair view of the consolidated financial position, consolidated
financial performance including other comprehensive income, • Identify and assess the risks of material misstatement of the
consolidated cash flows and consolidated statement of changes in consolidated Ind AS financial statements, whether due to fraud
equity of the Group in accordance with the accounting principles or error, design and perform audit procedures responsive to
generally accepted in India, including the Indian Accounting those risks, and obtain audit evidence that is sufficient and
Standards (Ind AS) specified under section 133 of the Act read appropriate to provide a basis for our opinion. The risk of not
with the Companies (Indian Accounting Standards) Rules, 2015, detecting a material misstatement resulting from fraud is
as amended. The respective Board of Directors of the companies higher than for one resulting from error, as fraud may involve
included in the Group are responsible for maintenance of adequate collusion, forgery, intentional omissions, misrepresentations,
accounting records in accordance with the provisions of the Act or the override of internal control.
for safeguarding of the assets of the Group for preventing and
detecting frauds and other irregularities; selection and application • Obtain an understanding of internal control relevant to the
of appropriate accounting policies; making judgments and estimates audit in order to design audit procedures that are appropriate
that are reasonable and prudent; and the design, implementation in the circumstances. Under section 143(3)(i) of the Act, we
and maintenance of adequate internal financial controls, that were are also responsible for expressing our opinion on whether the
operating effectively for ensuring the accuracy and completeness of Holding Company has adequate internal financial controls with
the accounting records, relevant to the preparation and presentation reference to financial statements in place and the operating
of the consolidated Ind AS financial statements that give a true and effectiveness of such controls.
fair view and are free from material misstatement, whether due to
fraud or error, which have been used for the purpose of preparation • Evaluate the appropriateness of accounting policies used
of the consolidated Ind AS financial statements by the Directors of and the reasonableness of accounting estimates and related
the Holding Company, as aforesaid. disclosures made by management.
In preparing the consolidated Ind AS financial statements, the • Conclude on the appropriateness of management’s use of the
respective Board of Directors of the companies included in the Group going concern basis of accounting and, based on the audit
and its associates are responsible for assessing the ability of the evidence obtained, whether a material uncertainty exists
respective entities to continue as a going concern, disclosing, as related to events or conditions that may cast significant doubt
• Obtain sufficient appropriate audit evidence regarding the Our opinion above on the consolidated Ind AS financial statements
financial information of the entities or business activities within and our report on Other Legal and Regulatory Requirements below,
the Group of which we are the independent auditors, to express is not modified in respect of the above matters with respect to our
an opinion on the consolidated Ind AS financial statements. We reliance on the work done and the reports of the other auditors.
are responsible for the direction, supervision and performance
of the audit of the financial statements of such entities Report on Other Legal and Regulatory Requirements
included in the consolidated financial statements of which we As required by Section 143(3) of the Act, based on our audit and on
are the independent auditors. For the other entities included the consideration of report of the other auditors on separate financial
in the consolidated Ind AS financial statements, which have statements and the other financial information of subsidiaries,
been audited by other auditors, such other auditors remain as noted in the ‘other matter’ paragraph we report, to the extent
responsible for the direction, supervision and performance of applicable, that:
the audits carried out by them. We remain solely responsible
for our audit opinion. (a) We/the other auditors whose report we have relied upon have
sought and obtained all the information and explanations
We communicate with those charged with governance of the Holding which to the best of our knowledge and belief were necessary
Company regarding, among other matters, the planned scope and for the purposes of our audit of the aforesaid consolidated Ind
timing of the audit and significant audit findings, including any AS financial statements;
significant deficiencies in internal control that we identify during our
audit. (b) In our opinion, proper books of account as required by law
relating to preparation of the aforesaid consolidation of the
We also provide those charged with governance with a statement financial statements have been kept so far as it appears
that we have complied with relevant ethical requirements regarding from our examination of those books and reports of the other
independence, and to communicate with them all relationships auditors;
and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards. (c) The Consolidated Balance Sheet, the Consolidated Statement
of Profit and Loss including the Other Comprehensive Income,
From the matters communicated with those charged with governance, the Consolidated Cash Flow Statement and Consolidated
we determine those matters that were of most significance in the Statement of Changes in Equity dealt with by this Report are
audit of the consolidated Ind AS financial statements for the financial in agreement with the books of account maintained for the
year ended March 31, 2020 and are therefore the key audit matters. purpose of preparation of the consolidated Ind AS financial
We describe these matters in our auditor’s report unless law or statements;
regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not (d) In our opinion, the aforesaid consolidated Ind AS financial
be communicated in our report because the adverse consequences statements comply with the Accounting Standards specified
of doing so would reasonably be expected to outweigh the public under Section 133 of the Act, read with Companies (Indian
interest benefits of such communication. Accounting Standards) Rules, 2015, as amended;
148
BSE LIMITED
(e) On the basis of the written representations received from the other financial information of the subsidiaries, as noted in the
directors of the Holding Company as on March 31, 2020 taken ‘Other matter’ paragraph:
on record by the Board of Directors of the Holding Company
and the reports of the statutory auditors who are appointed i. The consolidated Ind AS financial statements disclose
under Section 139 of the Act, of its subsidiary companies, the impact of pending litigations on its consolidated
none of the directors of the Group’s companies and its financial position of the Group and its associates in its
associate incorporated in India, is disqualified as on March 31, consolidated Ind AS financial statements – Refer Note
2020 from being appointed as a director in terms of Section 36 to the consolidated Ind AS financial statements;
164 (2) of the Act;
ii. The Group did not have any material foreseeable losses
(f) With respect to the adequacy and the operating effectiveness in long-term contracts including derivative contracts
of the internal financial controls over financial reporting with during the year ended March 31, 2020;
reference to these consolidated Ind AS financial statements of
the Holding Company, its subsidiary companies and associate iii.
There has been no delay in transferring amounts,
companies, incorporated in India, refer to our separate Report required to be transferred, to the Investor Education
in Annexure 1 to this report; and Protection Fund by the Holding Company and its
subsidiaries incorporated in India, during the year
(g) In our opinion and based on the consideration of reports of ended March 31, 2020.
other statutory auditors of the subsidiaries, the managerial
remuneration for the year ended March 31, 2020 has been For S.R. Batliboi & CO. LLP
paid / provided by the Holding Company, its subsidiaries and Chartered Accountants
associates incorporated in India to their directors in accordance ICAI Firm Registration Number: 301003E/E300005
with the provisions of section 197 read with Schedule V to the
Act;
per Jayesh Gandhi
Partner
(h) With respect to the other matters to be included in the Auditor’s
Report in accordance with Rule 11 of the Companies (Audit Membership Number: 037924
UDIN: 20037924AAAACT2564
and Auditors) Rules, 2014, as amended, in our opinion and to
the best of our information and according to the explanations
given to us and based on the consideration of the report of the Place of Signature: Mumbai
other auditors on separate financial statements as also the Date: May 21, 2020
Report on the Internal Financial Controls under Clause (i) of Our audit involves performing procedures to obtain audit evidence
Sub-section 3 of Section 143 of the Companies Act, 2013 (“the about the adequacy of the internal financial controls over financial
Act”) reporting with reference to these consolidated Ind AS financial
In conjunction with our audit of the consolidated financial statements statements and their operating effectiveness. Our audit of internal
of BSE Limited as of and for the year ended March 31, 2020, we financial controls over financial reporting included obtaining an
have audited the internal financial controls over financial reporting of understanding of internal financial controls over financial reporting
BSE Limited (hereinafter referred to as the “Holding Company”), its with reference to these consolidated Ind AS financial statements,
subsidiary companies and its associates, which are incorporated in assessing the risk that a material weakness exists, and testing and
India, as of that date. evaluating the design and operating effectiveness of internal control
based on the assessed risk. The procedures selected depend on
Management’s Responsibility for Internal Financial Controls the auditor’s judgement, including the assessment of the risks of
The respective Board of Directors of the Holding Company, its material misstatement of the financial statements, whether due to
subsidiary companies and its associates, which are incorporated fraud or error.
in India, are responsible for establishing and maintaining internal
financial controls based on the internal control over financial reporting We believe that the audit evidence we have obtained and the audit
criteria established by the Holding Company considering the essential evidence obtained by the other auditors in terms of their reports
components of internal control stated in the Guidance Note on Audit referred to in the Other Matters paragraph below, is sufficient and
of Internal Financial Controls Over Financial Reporting issued by the
appropriate to provide a basis for our audit opinion on the internal
Institute of Chartered Accountants of India. These responsibilities
financial controls over financial reporting.
include the design, implementation and maintenance of adequate
internal financial controls that were operating effectively for ensuring
Meaning of Internal Financial Controls Over Financial
the orderly and efficient conduct of its business, including adherence
Reporting with reference to these Consolidated Ind AS
to the respective company’s policies, the safeguarding of its assets,
Financial Statements
the prevention and detection of frauds and errors, the accuracy and
A company’s internal financial control over financial reporting with
completeness of the accounting records, and the timely preparation
reference to these consolidated Ind AS financial statements is a
of reliable financial information, as required under the Act.
process designed to provide reasonable assurance regarding the
Auditor’s Responsibility reliability of financial reporting and the preparation of financial
Our responsibility is to express an opinion on the company’s internal statements for external purposes in accordance with generally
financial controls over financial reporting with reference to these accepted accounting principles. A company’s internal financial
consolidated Ind AS financial statements based on our audit. We control over financial reporting with reference to these consolidated
conducted our audit in accordance with the Guidance Note on Audit Ind AS financial statements includes those policies and procedures
of Internal Financial Controls Over Financial Reporting (the “Guidance that (1) pertain to the maintenance of records that, in reasonable
Note”) and the Standards on Auditing, both, issued by Institute of detail, accurately and fairly reflect the transactions and dispositions
Chartered Accountants of India, and deemed to be prescribed under of the assets of the company; (2) provide reasonable assurance
section 143(10) of the Act, to the extent applicable to an audit of that transactions are recorded as necessary to permit preparation
internal financial controls. Those Standards and the Guidance Note of financial statements in accordance with generally accepted
require that we comply with ethical requirements and plan and accounting principles, and that receipts and expenditures of the
perform the audit to obtain reasonable assurance about whether company are being made only in accordance with authorisations
adequate internal financial controls over financial reporting with of management and directors of the company; and (3) provide
reference to these consolidated financial statements was established reasonable assurance regarding prevention or timely detection of
and maintained and if such controls operated effectively in all unauthorised acquisition, use, or disposition of the company’s assets
material respects. that could have a material effect on the financial statements.
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BSE LIMITED
Inherent Limitations of Internal Financial Controls Over internal control stated in the Guidance Note on Audit of Internal
Financial Reporting with reference to these Consolidated Ind Financial Controls Over Financial Reporting issued by the Institute of
AS Financial Statements Chartered Accountants of India.
Because of the inherent limitations of internal financial controls
over financial reporting with reference to these consolidated Ind AS Other Matters
financial statements, including the possibility of collusion or improper Our report under Section 143(3)(i) of the Act on the adequacy and
management override of controls, material misstatements due to operating effectiveness of the internal financial controls over financial
error or fraud may occur and not be detected. Also, projections of any reporting with reference to these consolidated Ind AS financial
evaluation of the internal financial controls over financial reporting statements of the Holding Company, insofar as it relates to all seven
with reference to these consolidated Ind AS financial statements to subsidiary companies, which are companies incorporated in India, is
future periods are subject to the risk that the internal financial control based on the corresponding report of the auditors of such subsidiary
over financial reporting with reference to these consolidated Ind AS companies.
financial statements may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
For S.R. Batliboi & CO. LLP
Chartered Accountants
Opinion
ICAI Firm Registration Number: 301003E/E300005
In our opinion, the Holding Company, its subsidiary companies and its
associates, which are incorporated in India, have, maintained in all
per Jayesh Gandhi
material respects, adequate internal financial controls over financial
Partner
reporting with reference to these consolidated Ind AS financial
Membership Number: 037924
statements and such internal financial controls over financial
reporting with reference to these consolidated Ind AS financial UDIN: 20037924AAAACT2564
statements were operating effectively as at March 31, 2020, based
on the internal control over financial reporting criteria established Place of Signature: Mumbai
by the Holding Company considering the essential components of Date: May 21, 2020
43,538 40,163
4 Core settlement guarantee fund
Liabilities
5 Non-current liabilities
a. Financial liabilities
Other financial liabilities 16 739 690
b. Deferred tax liabilities (Net) 18 14 6
c. Provisions 17 240 186
d. Other liabilities 19 135 285
Total non-current liabilities 1,128 1,167
6 Current liabilities
a. Financial liabilities
i. Trade payables
a. Total outstanding dues of micro enterprises and small enterprises 20 16 10
b. Total outstanding dues of creditors other than micro enterprises and small 20 7,568 4,179
enterprises
ii. Other financial liabilities 16 1,30,803 97,593
b. Provisions 17 1,763 1,516
c. Income tax liabilities (Net) 21 993 1,147
d. Other liabilities 19 17,416 11,763
Total current liabilities 1,58,559 1,16,208
Total equity and liabilities (3+4+5+6) 4,47,591 4,50,394
Significant accounting policy 2
The accompanying notes form an integral part of the financial statements
In terms of our report of even date attached
For S. R. Batliboi & Co. LLP For and on behalf of the Board of Directors
Chartered Accountants
ICAI Firm registration number: 301003E/E300005
Per Jayesh Gandhi Justice Vikramajit Sen Ashishkumar Chauhan
Partner Chairman Managing Director & CEO
Membership No.: 037924 DIN: 00866743 DIN: 00898469
Date: May 21, 2020 Nayan Mehta Prajakta Powle
Place: Mumbai Chief Financial Officer Company Secretary
152
BSE LIMITED
Consolidated Statement of Profit and Loss for the year ended March 31, 2020
(` in Lakh)
Note For the year ended For the year ended
PARTICULARS No. March 31, 2020 March 31, 2019
Continuing Operation
1 Revenue from operations: Income from
Securities services 22 16,897 17,167
Services to corporates 23 21,215 21,344
Data dissemination fees 3,152 3,015
Training institute 2,182 2,301
Sale of Software Licenses, Development, Customisation & Maintenance of Software 1,605 1,203
Revenue from operations 45,051 45,030
2 Investment income 24 15,866 20,218
3 Other income 25 2,083 3,496
4 Total income (1+2+3) 63,000 68,744
5 Expenses
Employee benefits expense 26 15,120 13,921
Finance costs 237 87
Depreciation and amortisation expense 3&4&6 5,104 5,108
Computer Technology Related Expenses 27 11,760 11,342
Administration and other expenses 28 21,318 18,105
Liquidity enhancement scheme expenses 1,781 1,298
Total expenses 55,320 49,861
6 Profit before exceptional items and tax (4-5) 7,680 18,883
7 Exceptional items [Income / (expense)]: 43
Voluntary retirement scheme - (54)
Net gain on partial disposal of investment in associate measured at cost 3,204 -
Total exceptional items 3,204 (54)
8 Profit before tax and share of net profits of investments accounted for using equity 10,884 18,829
method (6+7)
9 Share of net profits of investments accounted for using equity method
Share of profit of associates 2,665 2,923
10 Profit before tax (8+9) 13,549 21,752
11 Tax expense: 29
Current tax 3,982 4,490
Current tax of earlier years - (665)
Deferred tax (2,494) (1,490)
Total tax expenses 1,488 2,335
12 Net profit for the year from continuing operation (10-11) 12,061 19,417
Net Profit attributable to the shareholders of the Company 12,227 19,417
Net Profit attributable to the non controlling interest (166) -
13 Discontinued operation 43
Gain on sale of subsidiary on loss of control - 511
Net profit for the year from discontinued operation - 511
14 Net profit for the year from total operation (12+13) 12,061 19,928
Net profit attributable to the shareholders of the Company 12,227 19,928
Net profit attributable to the non controlling interest (166) -
15 Other comprehensive income
Items that will not be subsequently reclassified to statement of profit or loss
i. Remeasurements loss on the defined employee benefit plans; (88) (121)
ii. Income tax on above (23) (38)
Items that will be subsequently reclassified to profit or loss
iii. Foreign Currency Translation reserve 1,167 782
Total other comprehensive income for the year (i - ii + iii) 1,102 699
16 Total comprehensive income for the year from total operation (14+15) 13,163 20,627
Total comprehensive income attributable to the shareholders of the Company 13,230 20,627
Total comprehensive income attributable to the non controlling interest (67) -
17 Earnings per equity share : 30
Basic and diluted before exceptional items & discontinued operation (`) 18.04 36.85
Basic and diluted before discontinued operation after exceptional items (`) 24.57 36.78
Basic and diluted from total operation (`) 24.57 37.75
Face value of share (`) 2 2
Weighted average number of equity shares (Nos.) 4,90,94,235 5,27,89,971
Significant accounting policy 2
The accompanying notes form an integral part of the financial statements
In terms of our report of even date attached
For S. R. Batliboi & Co. LLP For and on behalf of the Board of Directors
Chartered Accountants
ICAI Firm registration number: 301003E/E300005
Per Jayesh Gandhi Justice Vikramajit Sen Ashishkumar Chauhan
Partner Chairman Managing Director & CEO
Membership No.: 037924 DIN: 00866743 DIN: 00898469
Date: May 21, 2020 Nayan Mehta Prajakta Powle
Place: Mumbai Chief Financial Officer Company Secretary
Consolidated Cash Flow Statement for the year ended March 31, 2020
(` in Lakh)
For the year ended For the year ended
PARTICULARS
March 31, 2020 March 31, 2019
Continuing operations
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit for the year 12,061 19,417
Adjustments for
Income tax expenses recognised in profit and loss 1,488 2,335
Share of profit of associates (2,665) (2,923)
Foreign currency translation reserve 1,167 782
Depreciation and amortisation expense 5,104 5,108
Net gain on disposal of property, plant and equipment (10) (1)
Impairment loss on financial assets 2,544 2,301
Net gain on partial disposal of investment in associate (3,204) -
Finance cost 237 87
Contribution to core settlement guarantee fund 74 684
Investment income on core settlement guarantee fund 3,042 2,736
Penalties / contribution received towards settlement guarantee fund 146 182
Net gain on derecognition of financial assets measured at amortised cost - (3,074)
Net gain arising on financial assets measured at FVTPL (11,830) (8,958)
Interest income (2,734) (6,192)
Dividend income (1,302) (1,994)
Provision for compensated absences 981 870
Operating profit before working capital changes 5,099 11,360
Movements in working capital
Decrease / (Increase) in trade receivables (4,640) (1,717)
Increase / (Decrease) in trade payables 3,395 (2,105)
Increase / (Decrease) in provision 247 150
Decrease / (Increase) in other assets and other financial assets (208) (76)
Increase / (decrease) in other liabilities and other financial liabilities 40,685 (35,364)
Cash generated from / (used in) operations 44,578 (27,752)
Direct taxes paid (net of refunds) (4,907) (4,081)
Net cash generated from / (used in) operating activities 39,671 (31,833)
B. CASH FLOW FROM INVESTING ACTIVITIES
Fixed Assets
Purchase of property, plant and equipment, intangible assets, capital work in progress, (3,785) (6,179)
intangible assets under development and capital advances
Proceeds from sale of property, plant and equipment 23 6
Investments
Net decrease / (increase) in investment in equity and debt instruments 34,247 (71,476)
Investment in Government Securities (3,408) (1,918)
Proceeds from certificate of deposits - 2,998
Proceeds from bonds and non-convertible debentures 2,500 90,148
Proceeds on partial sale of investment in associate 10,102 -
Investents in Associates (1,048) (1,541)
Investment in fixed deposits (70,088) (25,603)
Proceeds from fixed deposits 73,552 37,813
Interest received 3,632 8,498
Dividend received 1,302 1,994
Net cash generated from / (used in) investing activities 47,029 34,740
154
BSE LIMITED
Consolidated Cash Flow Statement for the year ended March 31, 2020 (Contd.)...
(` in Lakh)
For the year ended For the year ended
PARTICULARS
March 31, 2020 March 31, 2019
C. CASH FLOW FROM FINANCING ACTIVITIES
Finance cost (237) (87)
Dividend and taxes paid thereon (15,843) (22,814)
Issue of share by subsidiary 1,923 -
Payment towards buyback including transaction cost (47,620) (12,300)
Net cash used in financing activities (61,777) (35,201)
D. Net increase / (decrease) in cash and cash equivalents from continuing 24,923 (32,294)
Operations (A+B+C)
Discontinued Operations
E. Net cash generated from / (used in) financing activities - 511
F. Net increase in cash and cash equivalents from Discontinued Operations - 511
G. Net increase / (decrease) in cash and cash equivalents from Total Operations 24,923 (31,783)
(D+F)
Cash and cash equivalents at the beginning of the year 47,943 79,726
Cash and cash equivalents at the end of the year * 72,866 47,943
Balances with banks including earmarked balances
In current accounts 23,138 32,275
In deposit accounts with original maturity of 3 months 49,728 15,668
* Cash and cash equivalents at the end of the year comprises (refer note 12) 72,866 47,943
1. The Cash Flow Statement has been prepared under the “Indirect Method” as set out in Indian Accounting Standard - 7 “Cash Flow Statement”.
2. Movement in earmarked liabilities and assets of parent company are not considered.
Balance as at April 1, 2018 1 66,179 10,530 34,796 70,470 1,24,702 239 (507) 10 3,06,420 - 3,06,420
Profit for the year pertaining to equity shareholders - - - - - 19,928 - - - 19,928 - 19,928
Other comprehensive income arising from remeasurement of defined benefit - - - - - (83) - - - (83) - (83)
obligation net of income tax
Foreign Currency Translation Reserve - - - - - - - 782 - 782 - 782
Liquidity enhancement scheme (LES) reserve - - - - - (1,067) 1,067 - - - - -
LES expenditure during the year - - - - - 1,298 (1,298) - - - - -
Amount paid upon buyback (refer note 44) - - - (12,270) - - - - - (12,270) - (12,270)
Amount transferred to capital redemption reserve upon Buyback (refer note 44) - - - - - (30) - - 30 - - -
Payment of Dividend - - - - - (18,924) - - - (18,924) - (18,924)
Payment of Dividend Distribution Tax - - - - - (3,890) - - - (3,890) - (3,890)
Transfer to Core Settlement Guarantee Fund - - - - - (106) - (37) - (143) - (143)
Balance as at March 31, 2019 1 66,179 10,530 22,526 70,470 1,21,828 8 238 40 2,91,820 - 2,91,820
Issue of share capital - - - - - - - - - - 1,923 1,923
Profit for the year pertaining to equity shareholders - - - - - 12,227 - - - 12,227 (166) 12,061
Other comprehensive income arising from remeasurement of defined benefit - - - - - (164) - - - (164) 99 (65)
obligation net of income tax
Foreign Currency Translation Reserve - - - - - - - 1,167 - 1,167 - 1,167
Liquidity enhancement scheme (LES) reserve - - - - - (1,593) 1,593 - - - - -
LES expenditure during the year - - - - - 1,562 (1,562) - - - - -
Amount paid upon buyback (refer note 44) - - - (22,526) (23,338) - - - - (45,864) - (45,864)
Amount transferred to capital redemption reserve upon Buyback (refer note 44) - - - - (1,620) (136) - - 136 (1,620) - (1,620)
and buyback expenses
Payment of Dividend - - - - - (13,142) - - - (13,142) - (13,142)
Payment of Dividend Distribution Tax - - - - - (2,701) - - - (2,701) - (2,701)
Transfer to Core Settlement Guarantee Fund - - - - - (46) - (67) - (113) - (113)
Balance as at March 31, 2020 1 66,179 10,530 - 45,512 1,17,835 39 1,338 176 2,41,610 1,856 2,43,466
The accompanying notes form an integral part of the financial statements
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
1. COMPANY OVERVIEW
BSE Limited (Formerly known as Bombay Stock Exchange Limited) herein after referred to as the “The Exchange” or “The Company” was established in
1875 and is Asia’s first Stock Exchange and one of India’s leading exchange groups. The registered office of the Company is at 25th floor, P. J. Towers, Dalal
Street, Mumbai 400 001, Maharashtra, India. Over the past 145 years, BSE has provided a capital-raising platform and provided a platform for trading in
equity, debt instruments, derivatives and mutual funds. It also has a platform for trading in equities of small-and-medium enterprises (SME). Pursuant to
the BSE (Corporatization and Demutualization) Scheme, 2005 (the Scheme) notified by Securities and Exchange Board of India (“SEBI”) on May 20, 2005,
the Exchange completed Demutualization and Corporatization in May 2007 bringing about the separation of the ownership and management.
The equity shares of the Company are listed on the National Stock Exchange of India Limited (NSE).
The financial statements were authorized for issue by the Company’s Board of Directors on May 21, 2020.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three
elements of control listed above.
When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give
it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing
whether or not the Company’s voting rights in an investee are sufficient to give it power, including:
a) the size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
b) potential voting rights held by the Company, other vote holders or other parties;
d) any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at
the time that decisions need to be made, including voting patterns at previous shareholders’ meetings.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary.
Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated Profit or Loss from the date the
Company gains control until the date when the Company ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests.
Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-
controlling interests having a deficit balance.
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
2. SIGNIFICANT ACCOUNTING POLICIES (Contd.)..
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting
policies.
All intragroup assets and liabilities, equity, income, expenses, and cash flows relating to transactions between members of the Group are eliminated in full
on consolidation.
Goodwill
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment
losses, if any.
For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash-generating units) that is
expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit
may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce
the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in
the unit. Any impairment loss for goodwill is recognised directly in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent
periods.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and is calculated as the difference between (i) the aggregate of the
fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and
liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary
are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred
to another category of equity as specified/permitted by applicable Ind AS). The fair value of any investment retained in the former subsidiary at the date
when control is lost is regarded as the fair value on initial recognition for subsequent accounting under Ind AS 109, or, when applicable, the cost on initial
recognition of an investment in an associate.
Associates are entities over which the Group has significant influence but not control. Investments in associates are accounted for using the equity method
of accounting. The investment is initially recognised at cost, and the carrying amount is increased or decreased to recognise the investor’s share of the
profit or loss of the investee after the acquisition date.
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BSE LIMITED
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
2. SIGNIFICANT ACCOUNTING POLICIES (Contd.)..
Particulars of subsidiaries and associate:
Principal Activity Country of Percentage of Voting Percentage of Voting
NAME OF THE COMPANY Incorporation Power as at Power as at
March 31, 2020 March 31, 2019
I. Subsidiary Companies
- Direct
a) Indian Clearing Corporation Limited (ICCL) Clearing and India 100 100
Settlement
b) Marketplace Technologies Private Limited IT Support Services India 100 100
(MPTL)
c) BSE Institute Limited (BIL) Training India 100 100
d) BSE Investments Limited Investment India 100 100
e) BSE Sammaan CSR Limited Platform for CSR India 100 100
Activities
f)
BSE CSR Integrated Foundation (Not CSR Activities India 100 100
considered for consolidation considering not
meeting control criterion in terms of Ind AS
110)
g) India International Exchange (IFSC) Limited* Stock Exchange India 92.29 100
h) India International Clearing Corporation (IFSC) Clearing and India 90.10 100
Limited* Settlement
- Indirect
a) Marketplace Tech Infra Services Private IT Support Services India 100 100
Limited
b) BFSI Sector Skill Council of India** Training India 51.22 51.22
c) BIL-Ryerson Technology Start-up Incubator Training India 51 51
Foundation**
d) India INX Global Access IFSC Limited (w.e.f. Intermediary for India 92.29 100
April 5, 2018)* trading in overseas
Exchanges
e) BSE Institute of Research Development & Training India 100 -
Innovation (w.e.f December 5, 2019)**
II. Associate
a) Central Depository Services (India) Limited Depository Services India 20 24
(CDSL)
b) CDSL Ventures Limited Depository related India 20 24
Services
c) CDSL Insurance Repository Limited Repository Services India 20 24
d) CDSL Commodity Repository Limited Repository Services India 34.40 36.48
e) Asia Index Private Limited Index Services India 50 50
f) BSE EBIX Insurance Broking Private Limited Insurance Broking India 40 40
(from March 15, 2018)
g) Marketplace EBIX Technology Services Private IT Support Services India 40 40
Limited (w.e.f April 3, 2018)
h) Pranurja Solutions Limited (subsidiary w.e.f. Power Exchange India 41.08 100
April 24, 2018 upto May 6, 2019) (Associate
w.e.f. May 7, 2019)
* Based out of Gift City Gandhinagar Gujarat, India.
** Not considered for consolidation considering not meeting control criterion in terms of Ind AS 110.
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
2. SIGNIFICANT ACCOUNTING POLICIES (Contd.)..
2.1.3 Basis of measurement
The financial statements have been prepared on a historical cost convention and on an accrual basis, except for certain items that are measured
at fair value as required by relevant Ind AS:
(i) Financial assets and financial liabilities measured at fair value (refer accounting policy on financial Instruments);
However, in case of three subsidiaries i.e. India International Exchange (IFSC) Limited, India International Clearing Corporation (IFSC) Limited and
India INX Global Access IFSC Limited, United State Dollar (USD) is the functional currency and the currency of the primary economic environment
in which these companies operate. The financial statements are presented in Indian Rupees. The presentation currency is different from functional
currency to comply with Income tax and other statutory law.
Estimates and underlying assumptions are reviewed on a periodic basis. Revisions to accounting estimates are recognised in the period in which
the estimates are revised and in any future periods affected. In particular, information about significant areas of estimation, uncertainty and critical
judgments in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements is included
in the following notes:
(i) Income taxes and deferred tax: The Group’s tax jurisdiction is in India. Significant judgments are involved in determining the provision for
income taxes and deferred tax assets and liabilities, including the amount expected to be paid or recovered in connection with uncertain
tax positions.
(ii) Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment to future
income tax liability, is considered as an asset if there is convincing evidence that the Group will pay normal income tax. Accordingly, MAT
is recognised as a deferred tax asset in the Balance Sheet when it is highly probable that future economic benefit associated with it will
flow to the Group. The management estimate the Group to pay normal tax and benefit associated with MAT will flow to the Group within
permissible time limit under Income Tax Act, 1961 to the extent MAT asset recognised.
(iii) Impairment of goodwill: Determining whether goodwill is impaired requires an estimation of the value in use of the cash generating unit to
which goodwill has been allocated. The value in use calculation requires to estimate the future cash flows expected to arise from the cash-
generating unit and discount rate in order to calculate present value. Where the actual future cash flows are less than expected, a material
impairment loss may arise. Goodwill is tested for impairment on annual basis.
(iv) Defined employee benefit assets / liabilities determined based on the present value of future obligations using assumptions determined by
the Group with advice from an independent qualified actuary.
160
BSE LIMITED
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
2. SIGNIFICANT ACCOUNTING POLICIES (Contd.)..
(v) Property plant and equipment: The charge in respect of periodic depreciation is derived after determining an estimate of an asset’s
expected useful life and the expected residual value at the end of its life. The useful lives and residual values at the end of its useful life of
Group’s assets are estimated by management at the time the asset is acquired and reviewed periodically, including at each financial year
end. The useful lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their
life, such as changes in technology.
(vi) Impairment of trade receivables: The Group estimates the probability of collection of accounts receivable by analyzing historical payment
patterns, customer status, customer credit-worthiness and current economic trends. If the financial condition of a customer deteriorates,
additional allowances is made.
Income and expenses of the entities / operations in other than Indian currency are translated at average rates and the assets and liabilities
are translated at closing rate. The net impact of such changes are accounted under other comprehensive income.
The estimated useful life of assets for the current and comparative period of investment property are as follows:
Investment property is derecognised upon disposal or when the investment property permanently withdrawn from use and no future
economic benefits are expected from the disposal. Any gain or loss arising on derecognition of the property is included in the Statement of
Profit or Loss in the period in which the property is derecognised.
All financial instruments are recognised initially at fair value. Transaction costs that are attributable to the acquisition of the financial asset
(other than financial assets recorded at fair value through profit or loss) are included in the fair value of the financial assets. Purchase or
sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
2. SIGNIFICANT ACCOUNTING POLICIES (Contd.)..
(regular way trade) are recognised on trade date. While, loans and borrowings are recognised net of directly attributable transactions costs.
For the purpose of subsequent measurement, financial instruments of the Group are classified in the following categories: financial
assets comprising amortised cost, financial assets (debt instruments) at fair value through other comprehensive income (FVTOCI), equity
instruments at FVTOCI and fair value through profit and loss account (FVTPL), financial liabilities at amortised cost or FVTPL.
The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers
the financial asset and the transfer qualifies for derecognition under Ind AS 109. A financial liability (or a part of a financial liability) is
derecognised from the Group’s Balance Sheet when the obligation specified in the contract is discharged or cancelled or expires.
The classification of financial instruments depends on the objective of the business model for which it is held. Management determines the
classification of its financial instruments at initial recognition.
Financial assets
(a) Financial assets (debt instrument) at amortised cost
A financial asset shall be measured at amortised cost if both of the following conditions are met:
• the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual
cash flows and
• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal
and interest on the principal amount outstanding (SPPI).
They are presented as current assets, except for those maturing later than 12 months after the reporting date which are presented
as non-current assets. Financial assets are measured initially at fair value plus transaction costs and subsequently carried at
amortized cost using the effective interest method, less any impairment loss.
Amortised cost are represented by investment in interest bearing debt instruments, trade receivables, security deposits, cash and
cash equivalents, employee and other advances and eligible current and non-current assets.
Cash and cash equivalents comprise cash on hand and in banks and demand deposits with banks with original maturity less than
3 months which can be withdrawn at any time without prior notice or penalty on the principal.
For the purposes of the cash flow statement, cash and cash equivalents include cash on hand, in banks and demand deposits with
banks, net of outstanding bank overdrafts that are repayable on demand, book overdraft and are considered part of the Group’s cash
management system.
• the objective of the business model is achieved by both collecting contractual cash flows and selling financial assets and
• the asset’s contractual cash flow represent SPPI debt instruments included within FVTOCI category are measured initially as
well as at each reporting period at fair value plus transaction costs.
Fair value movements are recognised in other comprehensive income (OCI). However, the Group recognises interest income,
162
BSE LIMITED
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
2. SIGNIFICANT ACCOUNTING POLICIES (Contd.)..
impairment losses & reversals and foreign exchange gain loss in Profit or Loss. On derecognition of the asset, cumulative gain or
loss previously recognised in OCI is reclassified from equity to profit and loss. Interest earned is recognised under the expected
interest rate (EIR) model.
Currently the Group has not classified any interest bearing debt instrument under this category.
If the Group decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividend
are recognised in OCI which is not subsequently recycled to Profit or Loss.
Currently the Group has not classified any equity instrument at FVTOCI.
If the Group decides to classify an equity instrument as at FVTPL, then all fair value changes on the instrument and dividend are
recognised in Profit or Loss.
Earmarked Funds: Earmarked Funds represent deposits, margins, etc. held for specific purposes. These amounts are invested and the
same are earmarked in the Balance Sheet. Investment income earned on financial instrument measured at amortised cost is credited to
respective earmarked liabilities and not credited to the Statement of Profit or Loss. The Gain/ (Loss) on Fair Value of the investments from
these earmarked funds are shown as liabilities/asset and are not routed through the Profit or Loss.
Financial liabilities
(a) Financial liabilities at amortised cost
Financial liabilities at amortised cost represented by trade and other payables are initially recognised at fair value, and subsequently
carried at amortized cost using the effective interest method.
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
2. SIGNIFICANT ACCOUNTING POLICIES (Contd.)..
value may never actually be realized.
(b) Depreciation: The Group depreciates property, plant and equipment over the estimated useful life on a written down method basis
from the date the assets are ready for intended use including for assets acquired under finance lease. Further, subsidiary companies
India International Exchange (IFSC) Limited, India International Clearing Corporation (IFSC) Limited and India INX Global Access IFSC
Limited depreciates property, plant and equipment over the estimated useful life on a Straight Line method basis from the date the
assets are ready for intended use. However, assets acquired under finance lease and leasehold improvements are amortized over
the lower of estimated useful life and lease term if there is no reasonable certainty that the Group will obtain ownership by the end
of lease term. The estimated useful lives of assets for the current and comparative period of significant items of property, plant and
equipment are as follows:
Depreciation methods, useful lives and residual values are reviewed at each reporting date. With the effect of any changes in
estimate accounted for on a prospective basis.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major
components) of property, plant and equipment. Subsequent expenditure relating to property, plant and equipment is capitalized
only when it is probable that future economic benefits associated with these will flow to the Group and the cost of the item can
be measured reliably. Repairs and maintenance costs are recognised in the Profit or Loss when incurred. The cost and related
accumulated depreciation are eliminated from the financial statements upon sale or disposition of the asset and the resultant gains
or losses are recognised in the Statement of Profit and Loss.
Amounts paid towards the acquisition of property, plant and equipment outstanding as of each reporting date and the cost of
property, plant and equipment not ready for intended use before such date are disclosed under capital work- in-progress.
164
BSE LIMITED
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
2. SIGNIFICANT ACCOUNTING POLICIES (Contd.)..
intangible asset is based on a number of factors including the effects of obsolescence, demand, competition and other economic factors
(such as the stability of the industry and known technological advances) and the level of maintenance expenditures required to obtain the
expected future cash flows from the asset.
Amortisation methods, useful lives and residual values are reviewed at each reporting date, with the effect of any changes in estimate
accounted for on a prospective basis.
(viii) Leases
As a Lessee:
The Group assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys
the right to control the use of an identified asset for a period of time in exchange for consideration.
To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether:
2. the Group has substantially all of the economic benefits from use of the asset through the period of the lease; and
3. the Group has the right to direct the use of the asset.
At the date of commencement of the lease, the Group recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all
lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases.
For these short-term and low value leases, the Group recognizes the lease payments as an operating expense on a straight-line basis over
the term of the lease.
The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease
payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are
subsequently measured at cost less accumulated depreciation and impairment losses.
Certain lease arrangements includes the options to extend or terminate the lease before the end of the lease term. ROU assets and lease
liabilities includes these options when it is reasonably certain that they will be exercised.
Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful
life of the underlying asset. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that
their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair
value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
2. SIGNIFICANT ACCOUNTING POLICIES (Contd.)..
are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU)
to which the asset belongs.
The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are
discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country
of domicile of these leases. Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset if the Group
changes its assessment if whether it will exercise an extension or a termination option.
For short-term and low value leases, the Group recognizes the lease payments as an operating expense on a straight-line basis over the
lease term.
As a Lessor:
Lease income from operating leases where the Group is a lessor is recognised in income on a straight-line basis over the lease term unless
the receipts are structured to increase in line with expected general inflation to compensate for the expected inflationary cost increases.
The respective leased assets are included in the balance sheet based on their nature.
(ix) Impairment
(a) Financial assets carried at amortised cost and FVTOCI
In accordance with Ind AS 109, the Group applies expected credit loss (ECL) model for measurement and recognition of impairment
loss. The Group follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivable.
The application of simplified approach does not require the Group to track changes in credit risk. Rather, it recognises impairment
loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.
For recognition of impairment loss on other financial assets and risk exposure, the Group determines that whether there has been
a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used
to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If in subsequent period, credit
quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then
the entity reverts to recognising impairment loss allowance based on 12 month ECL Lifetime ECLs are the expected credit losses
resulting from all possible default events over the expected life of a financial instrument. The 12 month ECL is a portion of the lifetime
ECL which results from default events that are possible within 12 months after the reporting date ECL is the difference between all
contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the entity expects to
receive (i.e. all shortfalls), discounted at the original EIR. When estimating the cash flows, an entity is required to consider:
• All contractual terms of the financial instrument (including prepayment, extension etc.) over the expected life of the financial
instrument. However, in rare cases when the expected life of the financial instrument cannot be estimated reliably, then the
entity is required to use the remaining contractual term of the financial instrument.
• Cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
The Group has used a practical expedient by computing the expected credit loss allowance for trade receivable based on a detailed
analysis of trade receivable by individual departments.
ECL impairment loss allowance (or reversal) recognised during the period is recognised as income/expense in the Statement of Profit
and Loss.
Financial assets measured at amortised cost, contractual revenue receivable: ECL is presented as an allowance, i.e. as an integral
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BSE LIMITED
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
2. SIGNIFICANT ACCOUNTING POLICIES (Contd.)..
part of the measurement of those assets in the balance sheet. The allowance reduces the net carrying amount. Until the asset meets
write off criteria, the Group does not reduce impairment allowance from the gross carrying amount.
The recoverable amount of an asset or cash-generating unit (as defined below) is the greater of its value in use and its fair value
less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose
of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing
use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”).
Actuarial gains or losses are recognised in other comprehensive income. Further, the profit or loss does not include an expected
return on plan assets. Instead net interest recognised in profit or loss is calculated by applying the discount rate used to measure
the defined benefit obligation to the net defined benefit liability or asset. The actual return on the plan assets above or below the
discount rate is recognised as part of re-measurement of net defined liability or asset through other comprehensive income.
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
2. SIGNIFICANT ACCOUNTING POLICIES (Contd.)..
Remeasurements comprising actuarial gains or losses and return on plan assets (excluding amounts included in net interest on the
net defined benefit liability) are not reclassified to profit or loss in subsequent periods.
(c) Provident fund, pension fund and new national pension scheme:
The Group offers its employees defined contribution plan in the form of provident fund, family pension fund and new national pension
scheme. The Company recognises contribution made towards provident fund, family pension fund and new national pension scheme
in the Statement of Profit and Loss.
The company, Indian Clearing Corporation Limited, BSE Sammaan CSR Limited and BSE Institute Limited and its employees’
contribution to provident fund is managed by BSE Employees’ Provident Fund Trust. The trust invests in specific designated
instruments as permitted by Indian law. The remaining portion is contributed to the government administered pension fund. The rate
at which the annual interest is payable to the beneficiaries by the trust is being administered by the Government. The Group has an
obligation to make good the shortfall, if any, between the return from the investments of the Trust and the notified interest rate.
(xi) Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an
outflow of economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the
reporting period, taking into account the risks and uncertainties surrounding the obligation.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable
is recognised as an asset, if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured
reliably.
Provisions for onerous contracts are recognised when the expected benefits to be derived by the Group from a contract are lower than the
unavoidable costs of meeting the future obligations under the contract. Provisions for onerous contracts are measured at the present value
of lower of the expected net cost of fulfilling the contract and the expected cost of terminating the contract.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate,
the risks specific to the liability.
Provisions are reviewed at each balance sheet date adjusted to reflect the current best estimates. Contingent liabilities are recognized when
economic outflow is probable and disclosed when economic outflow is possible. Contingent assets are not disclosed but recognized when
economic inflow is certain.
168
BSE LIMITED
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
2. SIGNIFICANT ACCOUNTING POLICIES (Contd.)..
(xii) Revenue
The Group has applied Ind AS 115 Revenue from Contracts with Customers which establishes a comprehensive framework for determining
whether, how much and when revenue is to be recognised. Ind AS 115 replaces Ind AS 18 Revenue. The Company has adopted Ind AS
115 using the cumulative effect method. The effect of initially applying this standard is assessed at the date of initial application (i.e. April
1, 2018). There was no impact on the adoption of the standard on the financial statements of the Group.
The Group derives revenue primarily from Services to Corporate and Securities Services. The Group recognises revenue when the significant
terms of the arrangement are enforceable, services have been delivered and the collectability is reasonably assured. The method for
recognizing revenues and costs depends on the nature of the services rendered:
The Group accounts for volume discounts and pricing incentives to customers by reducing the amount of revenue recognised at
the time of sale / services rendered. Revenues are shown net of goods and service tax, sales tax, value added tax, service tax and
applicable discounts and allowances.
Interest income on bond is recognised as it accrues in the Profit or Loss, using the effective interest method and interest income on deposits
with banks is recognised on a time proportion accrual basis taking into the account the amount outstanding and the rate applicable.
Dividend income is recognised in the Profit or Loss on the date that the Group’s right to receive payment is established.
Interest expenses consist of interest expense on loans, borrowings and finance lease. Borrowing costs are recognised in the Profit or Loss
using the effective interest method.
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
2. SIGNIFICANT ACCOUNTING POLICIES (Contd.)..
(b) Deferred income tax
Deferred income tax is recognised using the balance sheet approach. Deferred income tax assets and liabilities are recognised for
deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount in
financial statements, except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and affects neither accounting nor taxable profits or loss at the time of the transaction.
Deferred income tax asset are recognised to the extent that it is probable that taxable profit will be available against which the
deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized. Deferred
income tax liabilities are recognised for all taxable temporary differences. Deferred tax liabilities are also recognised for taxable
temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the
Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse
in the foreseeable future.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Deferred
income tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized or
the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Deferred tax assets include Minimum Alternate Tax (MAT) paid in accordance with the tax laws in India, which is likely to give
future economic benefits in the form of availability of set off against future income tax liability. Accordingly, MAT is recognised as
deferred tax asset in the balance sheet when the asset can be measured reliably and it is probable that the future economic benefit
associated with the asset will be realised.
The Group recognises interest levied and penalties related to income tax assessments in income tax expenses.
Diluted earnings per share is computed by dividing the net profit after tax by the weighted average number of equity shares considered
for deriving basic earnings per share and also weighted average number of equity shares that could have been issued upon conversion of
all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the period, unless issued
at a later date. Dilutive potential equity shares are determined independently for each period presented. The number of equity shares and
potentially dilutive equity shares are adjusted for bonus shares, consolidation of shares, etc. as appropriate.
Assets: An asset is classified as current when it satisfies any of the following criteria:
(a) it is expected to be realised in, or is intended for sale or consumption in, the entity’s normal operating cycle;
170
BSE LIMITED
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
2. SIGNIFICANT ACCOUNTING POLICIES (Contd.)..
(c) it is expected to be realised within twelve months after the balance sheet date; or
(d) it is cash or a cash equivalent unless it is restricted from being exchanged or used to settle a liability for atleast twelve months after
the balance sheet date
Liabilities: A liability is classified as current when it satisfies any of the following criteria:
(a) it is expected to be settled in, the entity’s normal operating cycle;
(b) it is held primarily for the purpose of being traded; it is due to be settled within twelve months after the balance sheet date; or
(c) the Group does not have an unconditional right to defer settlement of the liability for at least twelve months after the balance sheet
date.
(e) Deferred tax assets and liabilities are classified as non-current assets and liabilities.
Operating Cycle
Based on the nature of products / activities of the Group and the normal time between acquisition of assets and their realisation in cash or
cash equivalents, the Group has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as
current and non-current.
Balance as at April 1, 2019 1,057 3,877 1,197 1,720 3,322 12,915 130 936 1,570 49 26,773
Additions during the year - - - 5 4 2,648 - 23 16 - 2,696
Deductions / adjustments - - - 18 4 474 - 18 - 20 534
Foreign currency translation adjustments - - 107 - 29 139 - 6 27 2 310
Balance as at March 31, 2020 1,057 3,877 1,304 1,707 3,351 15,228 130 947 1,613 31 29,245
Accumulated depreciation
Balance as at April 1, 2018 - 924 49 747 1,764 6,254 106 439 962 37 11,282
Depreciation for the year - 302 40 187 377 2,387 11 127 206 5 3,642
Deductions / Adjustments - - - 3 12 609 - 7 - 19 650
Foreign currency translation adjustments - - 3 - 2 13 - - 4 - 22
Balance as at March 31, 2019 - 1,226 92 931 2,131 8,045 117 559 1,172 23 14,296
Balance as at April 1, 2019 - 1,226 92 931 2,131 8,045 117 559 1,172 23 14,296
Depreciation for the year - 249 42 152 283 2,348 13 99 176 3 3,365
Deductions / Adjustments - - - 18 2 468 - 17 - 16 521
(Rupees in lakhs, except share and per share data, unless otherwise stated)
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
4. INVESTMENT PROPERTY
PARTICULARS Freehold Land Buildings Total
Cost or deemed cost
Balance as at April 1, 2018 9 446 455
Additions during the year - - -
Deductions / adjustments - - -
Balance as at March 31, 2019 9 446 455
Balance as at April 1, 2019 9 446 455
Additions during the year - - -
Deductions / adjustments - - -
Balance as at March 31, 2020 9 446 455
4 All operating lease contracts contain market review clauses in the event that the lessee exercises its option to renew. The lessee does not have
an option to purchase the property at the expiry of the lease period.
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
5. GOODWILL
Goodwill on Goodwill on Total
PARTICULARS
consolidation amalgamation
Cost or deemed cost
Balance as at April 1, 2018 3,742 785 4,527
Additions during the year - - -
Deductions / adjustments - - -
Balance as at March 31, 2019 3,742 785 4,527
Balance as at April 1, 2019 3,742 785 4,527
Additions during the year - - -
Deductions / adjustments - - -
Balance as at March 31, 2020 3,742 785 4,527
Note:
For the purpose of impairment testing, goodwill is allocated to a cash generating unit, representing the lowest level within the Group at which goodwill is
monitored for internal management purposes pertaining to the Group’s operating segment i.e. Facilitating Trading in Securities and other related ancillary
services. The recoverable amount of the cash generating unit has been determined based on value in use. Value in use has been determined based
on future cash flows, after considering current economic conditions and trends, estimated future operating results, growth rates and anticipated future
economic conditions.
174
BSE LIMITED
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
6. OTHER INTANGIBLE ASSETS
PARTICULARS Software Total
Cost or deemed cost
Balance as at April 1, 2018 5,893 5,893
Additions during the year 2,413 2,413
Deductions / adjustments - -
Foreign currency translation adjustments 13 13
Balance as at March 31, 2019 8,319 8,319
Balance as at April 1, 2019 8,319 8,319
Additions during the year 854 854
Deductions / adjustments - -
Foreign currency translation adjustments 25 25
Balance as at March 31, 2020 9,198 9,198
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
7. INVESTMENTS IN SUBSIDIARIES
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
Non-current Investments Quantity Amount Quantity Amount
Un-quoted Investments (all fully paid)
Investment in Equity Instruments at cost
- BFSI Sector Skill Council of India 1,05,00,000 105 1,05,00,000 105
(Equity shares of ` 1 each)
- BSE CSR Integrated Foundation 50,000 5 50,000 5
(Equity shares of ` 10 each)
- BIL - Ryerson Technology Startup Incubator Foundation 51,000 1 51,000 1
(Equity shares of ` 1 each)
- BSE Institute of Research Development & Innovation 10,000 1 - -
(Equity shares of ` 10 each)
Less : Provision for diminution in value investment (110) (110)
Total 2 1
8. INVESTMENTS IN ASSOCIATES
As at As at
PARTICULARS March 31, 2020 March 31, 2019
Quantity Amount Quantity Amount
Non-current Investments
Associates measured at cost
Un-quoted Investments (all fully paid)
Investment in Equity Instruments
- Asia Index Private Limited 5,000 798 5,000 548
(Equity shares of ` 10 each)
- CDSL Commodity Repository Limited 1,20,00,000 1,235 1,20,00,000 1,230
(Equity shares of ` 10 each)
- Marketplace EBIX Technology Services Private Limited 4,000 (2) 4,000 (1)
(Equity shares of ` 10 each)
- BSE EBIX Insurance Broking Private Limited 20,04,000 203 20,04,000 196
(Equity shares of ` 10 each)
- Pranurja Solutions Limited 10,47,46,100 1,043 - -
(Equity shares of ` 1 each)
Total - (A) 3,277 1,973
176
BSE LIMITED
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
8. INVESTMENTS IN ASSOCIATES (Contd.)..
As at As at
PARTICULARS March 31, 2020 March 31, 2019
Quantity Amount Quantity Amount
Investment in Preference Share Capital
- Marketplace EBIX Technology Services Private Limited 14,00,000 140 14,00,000 140
(0.01% Non-cumulative compulsarily convertible Preference
Share of ` 10 each)
Total - (B) 140 140
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
Associates
Asia Index Private Limited
Opening Balance 548 373
Share of profit and loss for the year 251 174
Other comprehensive income for the year (1) 1
Closing Balance 798 548
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
8. INVESTMENTS IN ASSOCIATES (Contd.)..
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
Marketplace EBIX Technology Services Private Limited
Opening Balance (1) -
Share of profit and loss for the year (1) (1)
Other comprehensive income for the year - -
Closing Balance (2) (1)
Note: The Group has not made any commitments with respect to its interests in associates at the reporting date.
178
BSE LIMITED
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
9. OTHER INVESTMENTS
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
Non-current Investments
Un-quoted Investments (all fully paid)
Investment in Equity Instruments at FVTPL
- Calcutta Stock Exchange Limited - -
(Equity share of ` 1 each)
Total Investment in Equity Instruments at FVTPL - -
Quoted Investments
Investments in Bonds, Debentures and G Sec measured at amortised cost
Owned
- Bonds 2,025 2,025
- Non-Convertible Debentures - 2,000
Earmarked
- G Sec 11,348 5,863
13,373 9,888
Investments in Mutual Funds measured at FVTPL
Owned
- Units of Growth Oriented Debt Schemes of Mutual Funds 40,166 68,653
40,166 68,653
Less : Provision for diminution - 250
Total Non-current Investments 53,539 78,291
Aggregate amount of quoted investments 53,539 78,541
Aggregate market value of quoted investments 54,554 78,882
Aggregate amount of unquoted investments - -
Aggregate market value of unquoted investments - -
Aggregate amount of impairment in value of investments - 250
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
9. OTHER INVESTMENTS (Contd.)..
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
Current Investments
Quoted Investments
Investments in Mutual Funds measured at FVTPL
Owned Fund
- Units of Dividend Oriented Debt Schemes of Mutual Funds 7,112 47,666
- Units of Growth Oriented Debt Schemes of Mutual Funds 90,352 59,686
- Investment in exchange traded funds through asset management company 3,699 1,453
1,01,163 1,08,805
Earmarked Fund
- Units of Dividend Oriented Debt Schemes of Mutual Funds 18,057 4,467
18,057 4,467
Current Investments 1,19,220 1,13,272
Current Portion of Long Term Investments
Un-quoted investments
Investments in Debentures measured at amortised cost
Owned
- Non-convertible debentures - 1,000
- 1,000
Quoted Investments
Investments in Debentures measured at amortised cost
Owned Fund
- Non-Convertible Debentures 3,200 2,702
Current Portion of Long Term Investments 3,200 2,702
Accrued interest 322 394
Less : Provision for diminution 1,705 712
Total Current Investments 1,21,037 1,16,656
Aggregate amount of quoted investments 1,22,742 1,16,364
Aggregate market value of quoted investments 1,22,775 1,16,367
Aggregate amount of unquoted investments - 1,004
Aggregate market value of unquoted investments - 1,007
Aggregate amount of impairment in value of investments 1,705 712
180
BSE LIMITED
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
9. OTHER INVESTMENTS (Contd.)..
Balance as on Balance as on
Sr. March 31, 2020 March 31, 2019
COMPANY NAME
No.
Quantity Amount Quantity Amount
Non-Current Investments
Own Funds
Trade Investment
Investments in Equity Instruments
1 Equity Shares of Calcutta Stock Exchange Limited of ` 1/- each 30,875 - 30,875 -
Total - -
Balance as on Balance as on
Sr. March 31, 2020 March 31, 2019
SCHEME NAME
No.
Units Amount Units Amount
Investments in Bonds, Debentures and G Sec (Quoted)
(a) Own Funds
Bonds
1 8.14%-Housing And Urban Development Corporation Limited- 2,500 25 2,500 25
25Oct2023-Tax Free
2 8.41%-India Infrastructure Finance Company Limited - 22Jan2024 1,00,000 1,000 1,00,000 1,000
- Tax Free
3 8.23%-Indian Railway Finance Corporation Limited - 18Feb2024 - 1,00,000 1,000 1,00,000 1,000
Tax Free
Total 2,025 2,025
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
9. OTHER INVESTMENTS (Contd.)..
Balance as on Balance as on
Sr. March 31, 2020 March 31, 2019
SCHEME NAME
No.
Units Amount Units Amount
Investments in Mutual Funds measured at FVTPL
(a) Own Funds
Units of Growth Oriented Debt Schemes of Mutual Funds (Quoted)
1 Aditya Birla Sun Life - Fixed Term Plan - Series OE - 1153 Days - - - 50,00,000 578
Direct - Growth Plan
2 Aditya Birla Sun Life - Fixed Term Plan - Series OK - 1135 Days - - - 3,00,00,000 3,460
Direct - Growth Plan
3 Aditya Birla Sun Life - Fixed Term Plan - Series OI - 1120 Days - - - 50,00,000 579
Direct - Growth Plan
4 Aditya Birla Sun Life - Fixed Term Plan - Series OT - 1117 Days - - - 1,00,00,000 1,113
Direct - Growth Plan
5 Aditya Birla Sun Life - Fixed Term Plan - Series PR - 1134 Days - 1,50,00,000 1,766 1,50,00,000 1,620
Direct - Growth Plan
6 DHFL Pramerica - Fixed Duration Fund - Series AG - 1120 Days - - - 90,000 1,038
Direct - Growth Plan
7 DHFL Pramerica - Fixed Duration Fund - Series AE - Direct - Growth - - 50,000 579
Plan
8 DHFL Pramerica - Fixed Duration Fund - Series AH - 1106 Days - - - 2,00,000 2,232
Direct - Growth Plan
9 DSP Blackrock - Fixed Maturity Plan - Series 204 - Direct - Growth - - 50,00,000 577
Plan
10 DSP Blackrock - Fixed Maturity Plan - Series 209 - 37M - Direct - - - 30,00,000 345
Growth Plan
11 DSP Blackrock - Fixed Maturity Plan - Series 205 - 37M - Direct - - - 50,00,000 577
Growth Plan
12 Franklin India - Fixed Maturity Plan - Series 2 - Plan A - 1224 Days - 1,00,00,000 1,188 1,00,00,000 1,090
Direct - Growth Plan
13 HDFC - Fixed Maturity Plan - 1150 Days - Series 37(I) - Direct - - - 50,00,000 578
Growth Plan
14 ICICI Prudential - Fixed Maturity Plan - Series 80 1231 Days Plan P - - - 50,00,000 579
Direct - Growth Plan
15 ICICI Prudential - Fixed Maturity Plan - Series 80 Plan J 1253 Days - - - 50,00,000 580
Direct - Growth Plan
16 ICICI Prudential - Fixed Maturity Plan - Series 80 Plan O - 1233 Days - - 1,00,00,000 1,159
- Direct - Growth Plan
17 ICICI Prudential - Fixed Maturity Plan - Series 80 Plan P - 1225 Days - - 50,00,000 577
- Direct - Growth Plan
18 ICICI Prudential - Fixed Maturity Plan - Series 82 - 1236 Days Plan 1,00,00,000 1,195 1,00,00,000 1,096
A - Direct - Growth Plan
182
BSE LIMITED
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
9. OTHER INVESTMENTS (Contd.)..
Balance as on Balance as on
Sr. March 31, 2020 March 31, 2019
SCHEME NAME
No.
Units Amount Units Amount
19 IDFC - Fixed Term Plan - Series 131 - 1139 Days - Direct - Growth - - 20,00,000 230
Plan
20 IDFC - Fixed Term Plan - Series 129 - 1147 Days - Direct - Growth - - 50,00,000 578
Plan
21 Invesco - Fixed Maturity Plan - Series 29 - Plan B - 1150 Days - - - 1,00,00,000 1,153
Direct - Growth Plan
22 Kotak - Fixed Maturity Plan - Series 200 - 1158 Days - Direct - - - 50,00,000 578
Growth Plan
23 Kotak - Fixed Maturity Plan - Series 202 - 1144 Days - Direct - - - 1,00,00,000 1,151
Growth Plan
24 Kotak - Fixed Maturity Plan - Series 204 - 1141 Days - Direct - - - 50,00,000 569
Growth Plan
25 Kotak - Fixed Maturity Plan - Series 211 - 1105 Days - Direct - - - 50,00,000 550
Growth Plan
26 Kotak - Fixed Maturity Plan - Series 212 -1260 Days -Direct - 50,00,000 596 50,00,000 546
Growth Plan
27 Kotak - Fixed Maturity Plan - Series 213 -1230 Days -Direct - 50,00,000 596 50,00,000 547
Growth Plan
28 Reliance - Fixed Horizon Fund - XXXIII Series 1 - Direct - Growth Plan - - 50,00,000 581
29 Reliance - Fixed Horizon Fund - XXXIII Series 3 - Direct - Growth Plan - - 50,00,000 579
30 Reliance - Fixed Horizon Fund - XXXIII Series 4 - 1208 Days - Direct - - 1,00,00,000 1,159
- Growth Plan
31 Reliance - Fixed Horizon Fund - XXXIII Series 6 - 1201 Days - Direct - - 3,00,00,000 3,463
- Growth Plan
32 Reliance - Fixed Horizon Fund - XXXIII Series 7 - 1197 Days - Direct - - 80,00,000 923
- Growth Plan
33 Reliance - Fixed Horizon Fund - XXXIV Series 4 - 1132 Days - Direct - - 50,00,000 567
- Growth Plan
34 Reliance - Fixed Horizon Fund - XXXIV Series 7 - 1105 Days - Direct - - 1,50,00,000 1,691
- Growth Plan
35 Reliance - Fixed Horizon Fund - XXXIV Series 9 - 1130 Days - Direct - - 1,20,00,000 1,344
- Growth Plan
36 Reliance - Fixed Horizon Fund - XXXV Series 11 - 1242 Days - Direct 50,00,000 598 50,00,000 548
- Growth Plan
37 Reliance - Fixed Horizon Fund - XXXV Series 6 -1263 Days - Direct 1,00,00,000 1,198 1,00,00,000 1,098
- Growth Plan
38 Reliance - Fixed Horizon Fund - XXXVI Series 9 - 1139 Days - Direct 1,00,00,000 1,174 1,00,00,000 1,076
- Growth Plan
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
9. OTHER INVESTMENTS (Contd.)..
Balance as on Balance as on
Sr. March 31, 2020 March 31, 2019
SCHEME NAME
No.
Units Amount Units Amount
39 UTI - Fixed Term Income Fund - XXVI - 1146 Days - Direct - Growth - - 1,00,00,000 1,155
Plan
40 UTI - Fixed Term Income Fund - XXVI - VIII - 1154 Days - Direct - - - 30,00,000 345
Growth Plan
41 Aditya Birla Sun Life - Fixed Term Plan - Series PU - 1463 Days - 1,00,00,000 1,203 1,00,00,000 1,093
Direct - Growth
42 Aditya Birla Sun Life Fixed Term Plan Series PV 1462 Days - Direct- 1,00,00,000 1,204 1,00,00,000 1,094
Growth
43 Aditya Birla Sun Life Fixed Term Plan - Series RC - 1295 days - 2,00,00,000 2,333 2,00,00,000 2,131
Direct - Growth
44 Aditya Birla Sun Life Fixed Term Plan - Series RL - 1254 days - 40,00,000 463 40,00,000 422
Direct Growth
45 Canara Robeco Fixed Maturity Plan Series-8- 1103 Days - Direct 30,00,000 347 30,00,000 318
Growth
46 DSP BlackRock Fixed Maturity Plan Series 232 - 36M - Direct - 1,00,00,000 1,180 1,00,00,000 1,082
Growth
47 HDFC Fixed Maturity Plan 1115 Days Sep 2018 Plan Direct Growth 1,00,00,000 1,168 1,00,00,000 1,068
48 HDFC Fixed Maturity Plan 1274 Days October 2018 Direct Growth 1,00,00,000 1,170 1,00,00,000 1,064
49 ICICI Prudential Fixed Maturity Plan - Series 84 - 1286 Days - Plan 50,00,000 585 50,00,000 532
F - Direct Growth
50 ICICI Prudential Fixed Maturity Plan - Series 84 - 1275 Days - Plan 1,00,00,000 1,166 1,00,00,000 1,061
K - Direct Growth
51 IDFC Fixed Term Plan Series 156 - 1103 Days - Direct - Growth 50,00,000 585 50,00,000 536
52 Invesco India Fixed Maturity Plan Series 31-Plan Days-1468D-Direct 1,00,00,000 1,197 1,00,00,000 1,088
Growth
53 Invesco India Fixed Maturity Plan Sr. 32 Plan E - 1099 Days - Direct 1,00,00,000 1,167 1,00,00,000 1,068
Growth
54 Kotak Fixed Maturity Plan Series 226 - 1470 Days - Direct - Growth 1,00,00,000 1,202 1,00,00,000 1,092
55 Kotak Fixed Maturity Plan Series 245 - 1140 Days - Direct-Growth 1,00,00,000 1,160 1,00,00,000 1,060
56 Kotak Fixed Maturity Plan Series 248 - 1300 Days Direct Growth 1,00,00,000 1,172 1,00,00,000 1,065
57 Kotak Fixed Maturity Plan Series 250 - 1314 Days Direct Growth 1,00,00,000 1,166 1,00,00,000 1,059
58 L&T Fixed Maturity Plan Series XVIII 1104 Days Direct Growth 50,00,000 578 50,00,000 530
59 Reliance Fixed Horizon Fund XXXVII-Series 5-Direct Growth - 1105 1,00,00,000 1,181 1,00,00,000 1,082
Days
60 RelianceFixed Horizon Fund XXXVII Series 6 - 1417 Days - Direct - 1,00,00,000 1,206 1,00,00,000 1,095
Growth
61 Reliance Fixed Horizon Fund XXXVIII Series 6 - 1119 Days - Direct - 1,00,00,000 1,150 1,00,00,000 1,066
Growth
184
BSE LIMITED
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
9. OTHER INVESTMENTS (Contd.)..
Balance as on Balance as on
Sr. March 31, 2020 March 31, 2019
SCHEME NAME
No.
Units Amount Units Amount
62 Reliance Fixed Horizon Fund XXXIX Series 4 - 1323 Days - Direct - 1,00,00,000 1,184 1,00,00,000 1,075
Growth
63 Reliance Fixed Horizon Fund XXXIX Series 6 - 1316 Days - Direct - 1,00,00,000 1,180 1,00,00,000 1,072
Growth
64 Reliance Fixed Horizon Fund XXXIX Series 9 - 1296 Days - Direct - 1,00,00,000 1,170 1,00,00,000 1,063
Growth
65 Reliance Fixed Horizon Fund XXXIX Series 14 - 1275 Days - Direct - 1,20,00,000 1,401 1,20,00,000 1,273
Growth
66 Sundaram Fixed Term Plan - IK - 1098 Days -Direct - Growth 50,00,000 586 50,00,000 536
67 UTI Fixed Term Income Fund - XXX-V - 1135 Days - Direct - Growth 1,00,00,000 1,167 1,00,00,000 1,068
68 UTI Fixed Term Income Fund Series XXX - VIII - 1286 days - Direct 50,00,000 586 50,00,000 534
Growth
69 UTI Fixed Term Income Fund Series XXX - X - 1267 days - Direct 50,00,000 581 50,00,000 529
Growth
70 ICICI Prudential - Fixed Maturity Plan - Series 82 - 1185 Days - Plan 25,00,000 297 25,00,000 272
M
71 Aditya Birla Sun Life - Fixed Term Plan - 1190 Days - Series PB - 20,00,000 238 20,00,000 218
Direct - Growth Plan
72 HDFC - Fixed Maturity Plan - 1150 Days - Series 37(I) - Direct - - - 20,00,000 231
Growth Plan
73 ICICI Prudential - Fixed Maturity Plan - Series 84 - 1101 Days Plan A 10,00,000 116 10,00,000 106
74 Aditya Birla Sun Life - Fixed Term Plan - 1100 Days - Series RI - 15,00,000 171 15,00,000 158
Direct - Growth Plan
75 HDFC - Fixed Maturity Plan - 1150 Days - Series 37(I) - - - 20,01,215 231
Direct - Growth Plan
76 IDFC - Fixed Term Plan - Series 129 - 1147 Days - - - 30,00,000 347
Direct - Growth Plan
77 HSBC - Fixed Term Plan - Series 130 (HFTS 130) 25,00,000 297 25,00,000 273
78 KOTAK NFO Fixed Maturity Plan 11 25,00,000 298 25,00,000 273
Total 40,166 68,653
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
9. OTHER INVESTMENTS (Contd.)..
Balance as on Balance as on
Sr. March 31, 2020 March 31, 2019
SCHEME NAME
No.
Units Amount Units Amount
Current Investments
Investment in Mutual Funds
(a) Own Funds
Units Of Dividend Oriented Debt Schemes Of Mutual Funds (Quoted)
1 ICICI Prudential Liquid - Direct - Daily Dividend Reinvestment - - 6,76,712 678
2 HDFC Cash Management Fund - Saving Plan - Daily Dividend 9,588 102 15,509 165
Reinvestment
3 HDFC Liquid Fund Direct Plan 32,201 328 18,650 190
4 SBI Liquid Fund - Direct - Daily Dividend Reinvestment 1,14,006 1,185 1,14,006 1,142
5 Baroda Liquid Fund - Plan B - Direct - Daily Dividend Reinvestment - - 19,01,258 19,052
6 DSP BlackRock Liquidity Fund - Direct -Daily Dividend Reinvestment - - 9,99,849 10,008
7 JM Liquid Fund Direct - Daily Dividend Reinvestment - - 15,75,33,871 16,431
8 ICICI Prudential Overnight Fund - Direct - Daily Dividend 4,326 4 - -
Reinvestment
9 Nippon India Overnight Fund - Direct -Daily Dividend Reinvestment 19,99,929 2,000 - -
10 Sundaram Overnight Fund - Direct - Daily Dividend Reinvestment 2,34,003 2,340 - -
11 HDFC - Fixed Maturity Plan - 1150 Days - Series 37(I) - Direct - 20,00,000 249 - -
Growth Plan
12 Mirae Asset Cash Management Fund Direct -Daily Dividend 84,041 904
Reinvestment
Total 7,112 47,666
186
BSE LIMITED
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
9. OTHER INVESTMENTS (Contd.)..
Balance as on Balance as on
Sr. March 31, 2020 March 31, 2019
SCHEME NAME
No.
Units Amount Units Amount
10 HDFC Medium Term Opportunities Fund - Direct - Growth Plan 2,67,71,755 6,180 2,67,71,755 5,605
11 IDFC Corporate Bond Fund - Direct - Growth Plan 6,07,20,257 8,478 6,07,20,257 7,809
12 Kotak Bond Short Term Plan - Direct - Growth Plan - - 1,04,07,748 3,796
13 L&T Triple Ace Bond Fund - Direct - Growth Plan 1,23,86,929 6,846 1,23,86,929 5,998
14 Reliance Floating Rate Fund Short Term - Direct - Growth Plan - - - -
15 L&T Short Term Bond Fund - Direct - Growth Plan 1,11,72,248 2,250 1,11,72,248 2,052
16 Reliance Nivesh Lakshya Fund - Direct - Growth Plan 7,16,88,726 9,376 9,45,77,039 10,496
17 Reliance Banking & PSU Debt Fund - Direct - Growth Plan 3,01,30,692 4,545 3,01,30,692 4,097
18 Sundaram Corporate Bond Fund - Direct - Growth Plan 38,89,628 1,143 38,89,628 1,032
19 Kotak Banking & PSU Debt Fund - Direct - Growth Plan 35,82,363 1,707 35,82,363 1,539
20 Invesco India Corporate Bond Fund - Direct - Growth Plan 70,730 1,703 70,730 1,549
21 HDFC Liquid Fund - Direct - Growth Plan 22,295 870 98,356 3,618
22 BOI AXA Arbitrage Fund - Direct - Growth Plan - - 49,55,500 519
23 Edelweiss Arbitrage Fund - Direct - Growth Plan 36,54,677 553 36,54,677 515
24 IDFC Arbitrage Fund - Direct - Growth Plan 21,66,444 557 21,66,444 522
25 L&T Arbitrage Opportunities Fund - Direct - Growth Plan 37,31,343 557 37,31,343 520
26 ICICI Prudential Equity Arbitrage Fund - Direct Plan 7,78,292 210 - -
27 L&T Triple Ace Bond Fund – Direct – Growth 3,96,959 219 - -
28 Aditya Birla Sun Life - Fixed Term Plan - Series OE - 1153 Days - 50,00,000 621 - -
Direct - Growth Plan
29 Aditya Birla Sun Life - Fixed Term Plan - Series OK - 1135 Days - 3,00,00,000 3,725 - -
Direct - Growth Plan
30 Aditya Birla Sun Life - Fixed Term Plan - Series OI - 1120 Days - 50,00,000 622 - -
Direct - Growth Plan
31 Aditya Birla Sun Life - Fixed Term Plan - Series OT - 1117 Days - 1,00,00,000 1,203 - -
Direct - Growth Plan
32 DHFL Pramerica - Fixed Duration Fund - Series AG - 1120 Days - 90,000 1,116 - -
Direct - Growth Plan
33 DHFL Pramerica - Fixed Duration Fund - Series AE - Direct - Growth 50,000 623 - -
Plan
34 DHFL Pramerica - Fixed Duration Fund - Series AH - 1106 Days - 2,00,000 2,415 - -
Direct - Growth Plan
35 DSP Blackrock - Fixed Maturity Plan - Series 204 - Direct - Growth 50,00,000 620 - -
Plan
36 DSP Blackrock - Fixed Maturity Plan - Series 209 - 37M - Direct - 30,00,000 370 - -
Growth Plan
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
9. OTHER INVESTMENTS (Contd.)..
Balance as on Balance as on
Sr. March 31, 2020 March 31, 2019
SCHEME NAME
No.
Units Amount Units Amount
37 DSP Blackrock - Fixed Maturity Plan - Series 205 - 37M - Direct - 50,00,000 620 - -
Growth Plan
38 HDFC - Fixed Maturity Plan - 1150 Days - Series 37(I) - Direct - 50,00,000 621 - -
Growth Plan
39 ICICI Prudential - Fixed Maturity Plan - Series 80 1231 Days Plan P - 50,00,000 626 - -
Direct - Growth Plan
40 ICICI Prudential - Fixed Maturity Plan - Series 80 Plan J 1253 Days - 50,00,000 624 - -
Direct - Growth Plan
41 ICICI Prudential - Fixed Maturity Plan - Series 80 Plan O - 1233 Days 1,00,00,000 1,249 - -
- Direct - Growth Plan
42 ICICI Prudential - Fixed Maturity Plan - Series 80 Plan P - 1225 Days 50,00,000 623 - -
- Direct - Growth Plan
43 IDFC - Fixed Term Plan - Series 131 - 1139 Days - Direct - Growth 20,00,000 248 - -
Plan
44 IDFC - Fixed Term Plan - Series 129 - 1147 Days - Direct - Growth 50,00,000 620 - -
Plan
45 Invesco - Fixed Maturity Plan - Series 29 - Plan B - 1150 Days - 1,00,00,000 1,242 - -
Direct - Growth Plan
46 Kotak - Fixed Maturity Plan - Series 200 - 1158 Days - Direct - 50,00,000 621 - -
Growth Plan
47 Kotak - Fixed Maturity Plan - Series 202 - 1144 Days - Direct - 1,00,00,000 1,237 - -
Growth Plan
48 Kotak - Fixed Maturity Plan - Series 204 - 1141 Days - Direct - 50,00,000 614 - -
Growth Plan
49 Kotak - Fixed Maturity Plan - Series 211 - 1105 Days - Direct - 50,00,000 596 - -
Growth Plan
50 Reliance - Fixed Horizon Fund - XXXIII Series 1 - Direct - Growth Plan 50,00,000 627 - -
51 Reliance - Fixed Horizon Fund - XXXIII Series 3 - Direct - Growth Plan 50,00,000 626 - -
52 Reliance - Fixed Horizon Fund - XXXIII Series 4 - 1208 Days - Direct 1,00,00,000 1,252 - -
- Growth Plan
53 Reliance - Fixed Horizon Fund - XXXIII Series 6 - 1201 Days - Direct 3,00,00,000 3,736 - -
- Growth Plan
54 Reliance - Fixed Horizon Fund - XXXIII Series 7 - 1197 Days - Direct 80,00,000 995 - -
- Growth Plan
188
BSE LIMITED
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
9. OTHER INVESTMENTS (Contd.)..
Balance as on Balance as on
Sr. March 31, 2020 March 31, 2019
SCHEME NAME
No.
Units Amount Units Amount
55 Reliance - Fixed Horizon Fund - XXXIV Series 4 - 1132 Days - Direct 50,00,000 613 - -
- Growth Plan
56 Reliance - Fixed Horizon Fund - XXXIV Series 7 - 1105 Days - Direct 1,50,00,000 1,823 - -
- Growth Plan
57 Reliance - Fixed Horizon Fund - XXXIV Series 9 - 1130 Days - Direct 1,20,00,000 1,452 - -
- Growth Plan
58 UTI - Fixed Term Income Fund - XXVI - 1146 Days - Direct - Growth 1,00,00,000 1,242 - -
Plan
59 UTI - Fixed Term Income Fund - XXVI - VIII - 1154 Days - Direct - 30,00,000 370 - -
Growth Plan
Total 90,352 59,686
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
9. OTHER INVESTMENTS (Contd.)..
Balance as on Balance as on
Sr. March 31, 2020 March 31, 2019
SCHEME NAME
No.
Units Amount Units Amount
Current Portion of Long Term Investments
Investments in Debentures (Unquoted)
Own Funds
Non-Convertible Debentures
1 9.25%-TATA Sons Limited-19Jun2019 - - 100 1,000
Total - 1,000
Investments in Debentures (Quoted)
Own Funds
Non Convertible Debentures
1 9.49%-HDB Financial Services Limited-18Jun2019 - - 50 500
2 9.51%-LIC Housing Finance Limited-24Jul2019 - - 100 1,002
3 8.90%-IL&FS Financial Services Limited-21Mar2019 20,000 200 20,000 200
4 9.95%-Infrastructure Leasing & Financial Services Limited- 1,00,000 1,000 1,00,000 1,000
04Feb2019
5 8.60%-LIC Housing Finance Limited-28Dec2020 150 1,500 - -
6 8.75%-Infrastructure Leasing & Financial Services Limited- 50,000 500 - -
29Jul2020
Total 3,200 2,702
190
BSE LIMITED
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
10. TRADE RECEIVABLES
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
Current
Trade Receivables
- Secured, considered good 425 1,211
- Unsecured, considered good 6,574 3,692
- Doubtful 3,503 1,763
- Allowance for doubtful debts (3,503) (1,763)
Total 6,999 4,903
1. Trade receivables are dues in respect of services rendered in the normal course of business.
2. The Normal credit period allowed by the Group ranges from 0 to 60 days.
3. The Group has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a detailed analysis of
trade receivables by individual departments.
4. There are no dues by directors or other officers of the Parent Company or any of them either severally or jointly with any other person or debts due
by firms or private companies respectively in which any director is a partner or a director or a member.
5. Movement in expected credit loss allowance
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
11. OTHER FINANCIAL ASSETS
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
Non-current
(Unsecured, considered good, unless otherwise stated)
a Security deposits;
Deposit with public bodies and others 303 319
b Loans, advances and others receivables
Loan to staff 76 79
c Bank deposits with more than 12 months maturity
Owned fund
- In deposit accounts 5,079 824
Earmarked - Others
- In deposit accounts 10,297 3,976
Earmarked - SGF
- In deposit accounts 4,244 3,730
d Accrued interest
Owned
- On deposits 97 52
Earmarked - Others
- On deposits 381 206
(Unsecured and considered doubtful)
Receivable from Punjab & Sindh bank 316 316
Less Impairment loss on receivable from Punjab & Sindh bank (316) (316)
Total 20,477 9,186
Current
(Unsecured, considered good, unless otherwise stated)
a Loan
Loan to staff 23 15
b Others
- Unbilled revenue - 1
- Expenses recoverable from subsidiaries 57 -
- Receivable from Portfolio Management Account 99 500
- Deposit with public bodies and others 737 153
- Receivable towards incentive scheme 30 14
- Others 10 4
c Deposits with financial institution 160 251
(Unsecured and considered doubtful)
a Deposit made under protest for property tax and claim pending with court 785 771
b Others receivable from defaulter member 104 104
Less: Provision for Doubtful Advances (889) (875)
Total 1,116 938
192
BSE LIMITED
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
12. CASH AND CASH EQUIVALENTS AND OTHER BANK BALANCES
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
Balance with Banks
Owned fund
- In Current Accounts 3,369 5,640
- In Deposit Accounts original maturity less than 90 days 2,860 3,789
Earmarked - Others
- In Current Accounts 19,743 26,604
- In Deposit Accounts original maturity less than 90 days 44,404 5,320
Earmarked - SGF
- In Current Accounts 25 31
- In Deposit Accounts original maturity less than 90 days 2,464 6,559
Earmarked - IPF
- In Current Accounts 1 -
Total 72,866 47,943
Note:
12.1. The above mentioned cash and bank balances are restricted cash and bank balances which are to be used for specified purposes. All other cash
and bank balances are available for the operating activities of the Group.
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
13. OTHER ASSETS
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
Non Current
Prepaid Expenses 18 5
Total 18 5
Current
Gratuity asset (net) (refer note 42) 4 70
Prepaid Expenses 560 421
Advances Recoverable in Cash or in Kind or for value to be received 49 -
Advance to Creditors 287 133
CENVAT Credit Receivable 1,194 1,551
Total 2,094 2,175
Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting year
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
No. of shares at the beginning of the year 5,17,89,002 5,32,59,532
Additions during the year - -
Shares bought back and extinguished during the year (refer note. 44) (67,64,705) (14,70,530)
No. of shares at the end of the year 4,50,24,297 5,17,89,002
194
BSE LIMITED
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
14. EQUITY SHARE CAPITAL (Contd.)..
Aggregate number and class of shares allotted as fully paid up by way of bonus shares.
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
2008-09 4,72,46,664 4,72,46,664
2009-10 (*) 4,20,000 4,20,000
2010-11 (*) 60,000 60,000
2011-12 (*) 60,000 60,000
2012-13 (*) 60,000 60,000
2013-14 (*) 60,000 60,000
2014-15 (*) 60,000 60,000
2016-17 (*) 1,20,000 1,20,000
Total 4,80,86,664 4,80,86,664
(*) Represent allotment of shares held in abeyance including bonus entitlements on such shares.
(a) The Exchange has only one class of shares referred to as equity shares having a par value of ` 2/-. Each holder of equity shares is entitled to one
vote per share.
(b) Pursuant to the BSE (Corporatisation & Demutualisation) Scheme, 2005, (the Scheme) the Exchange had allotted 5,000 equity shares of ` 2/- each
to each of those card based Members of the erstwhile Bombay Stock Exchange Limited whose names appeared on the Register of Members under
Rule 64 in accordance with Rules, Bye-laws and Regulations, on the Record Date fixed for the purpose.
(c) Out of the total 4,77,75,000 equity shares of ` 2/- (including 4,41,00,000 bonus shares of ` 2/- each) issuable to the card based Members,
the Exchange has allotted 4,69,95,000 equity shares (4,69,95,000 equity shares as on March 31, 2019) upon implementation of the BSE
(Corporatisation and Demutualisation) Scheme, 2005 (“The Scheme”). The allotment of 7,80,000 equity shares (7,80,000 equity shares as on
March 31, 2019) of ` 2/- each have been kept in abeyance for specific reasons pursuant to the provisions of the Scheme. However, all corporate
benefits as declared from time to time, including dividend and bonus are accrued to all the 4,77,75,000 equity shares, as per the provisions of the
Scheme.
(d) As a part of the Demutualisation process, the Exchange in order to fulfill its obligations under the Scheme and the Securities Contracts (Regulation)
(Manner of Increasing and Maintaining Public Shareholding in Recognised Stock Exchanges) Regulations, 2006 (the SEBI Regulations) dated 13th
November, 2006, and further amendments thereto on 23rd December, 2008, had issued shares to Deutsche Boerse AG (DBAG) and Singapore
Exchange Limited (SGX).
(e) i) The holders of equity shares are entitled to dividends, if any, proposed by the board of directors and approved by the shareholder at the
Annual General Meeting.
ii) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the
Company, after distribution of preferential amounts. However, no such preferential amounts exists currently. The distribution will be in
proportion to the number of equity shares held by the shareholders.
(f) Shareholder holds more than 5 % of the Share Capital of the Company is as below.
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
15. OTHER EQUITY EXCLUDING NON-CONTROLLING INTERESTS
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
General Reserve 45,512 70,470
Capital Reserve 66,179 66,179
Capital Reserve on business combination 10,530 10,530
Securities Premium Account - 22,526
Retained earnings 1,19,173 1,22,066
Share application money pending allotment 1 1
Capital redemption reserve (refer note 44) 176 40
Liquidity enhancement scheme (LES) reserve 39 8
Total 2,41,610 2,91,820
The Board of Directors, in its meeting on May 21, 2020, have proposed a final dividend of ` 17/- per equity share of face value ` 2/- per share
for the financial year ended March 31, 2020. The proposal is subject to the approval of shareholders at the Annual General Meeting to be held
and if approved would result in a cash outflow of approximately ` 7,787.
196
BSE LIMITED
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
15. OTHER EQUITY EXCLUDING NON-CONTROLLING INTERESTS (Contd.)..
Further Pursuant to SEBI Circular SEBI/HO/MRD/DSA/CIR/P/2017/95 dated August 10, 2017, during the year ended March 31, 2020, India
INX has created additional LES reserve of ` 1,593 and incurred an expense of ` 1,562 during the year ended March 31, 2020, accordingly
LES reserve balance as on March 31, 2020 is ` 39 (as on March 31, 2019: ` 8). The LES reserve as on March 31, 2020 will not form part of
net worth.
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
Non-current
Accrued employee benefit expenses (refer note 16.5) 736 583
Lease obligations (refer note 16.1 below) 3 3
Other deposits - 104
Total 739 690
Current
Owned :
Deposits received from trading members 9,613 9,618
Other deposits received from members 4,469 3,352
Other deposits 1,568 1,339
Margin from Clients 672 73
Accrued employee benefit expenses (refer note 16.5) 2,967 2,999
Unpaid dividends (refer note 16.3) 128 134
Payables on purchase of fixed assets 463 115
Payable towards Additional Contribution to ISF and IPF 1,861 -
Total (A) 21,741 17,630
Earmarked :
From companies - 1% of their public issue (refer note 16.2) 8,441 12,313
Defaulters' liabilities (refer note 16.2) 2,697 2,548
Withheld liabilities (refer note 16.2) 4,926 4,985
Others (refer note 16.4) 3,758 3,451
Total (B) 19,822 23,297
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
16. OTHER FINANCIAL LIABILITIES (Contd.)..
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
Clearing and Settlement
Deposit from Clearing banks 13,811 12,489
Deposit and Margins from Members 56,795 27,891
Settlement Obligation payable 1,192 4,729
Others 17,442 11,557
Total (C) 89,240 56,666
Total (A+B+C) 1,30,803 97,593
16.1 Secured by lease asset. Liability is at a fixed rate of interest with original repayment period of 5 years.
16.2 Bank balance and bank deposits have been earmarked against these liabilities.
16.3 Current accounts have been earmarked against this liability.
16.4 Income earned on earmarked funds.
16.5 Bank deposits of ` 511 (` 397 as at March 31, 2019) and accrued interest of ` 54 (` 48 as at March 31, 2019) have been earmarked against
these liabilities.
17. PROVISIONS
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
Non-current
Employee benefits
Provision for gratuity (refer note 42) 240 186
Total 240 186
Current
Employee benefits
Compensated absences (refer note 42) 1,722 1,507
Provision for gratuity (refer note 42) 41 9
Total 1,763 1,516
198
BSE LIMITED
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
18. DEFERRED TAX ASSET AND LIABILITIES
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
Deferred tax assets (net)
Deferred tax assets 16,881 12,276
Deferred tax liabilities 4,104 2,023
Deferred tax assets (net) 12,777 10,253
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
18. DEFERRED TAX ASSET AND LIABILITIES (Contd.)..
Notes:
1. Deductible temporary differences, unused tax losses and unused tax credits for which no deferred tax assets have been recognised are attributable
to the following:
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
- Tax losses (revenue in nature) 11,066 9,655
- Tax losses (capital in nature) 4,527 5,220
Total 15,593 14,875
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
2019-20 - Capital in Nature - 325
2020-21 - Capital in Nature 4,428 4,796
2021-22 - Capital in Nature 47 47
2023-24 - Revenue in Nature - 330
2024-25 - Revenue in Nature 4 1,569
2024-25 - Capital in Nature 52 52
2025-26 - Revenue in Nature 1,193 1,500
2026-27 - Revenue in Nature 2,301 2,302
2027-28 - Revenue in Nature 3,466 3,470
2028-29 - Revenue in Nature 3,906 -
Unabsorbed Depreciation 196 484
2. The management expects the Company to pay normal tax and benefit associated with MAT credit will flow to the Group within permissible time
limit stipulated under Income Tax Act, 1961 to the extent MAT asset recongnised.
200
BSE LIMITED
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
19. OTHER LIABILITIES
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
Non Current
Income received in advance 88 223
Unamortised portion of Capital Subsidy 47 62
Total 135 285
Current
Owned :
Income received in advance 867 1,160
Advance from customers 1,306 544
Statutory remittances 7,349 3,952
Other liabilities (refer note below) 7,857 6,068
Unamortised portion of Capital Subsidy 21 28
Earmarked :
Contribution payable to IPF 16 11
Total 17,416 11,763
As per SEBI directive, from 1996-97, BSE decided to set aside 20% of the Annual listing fees received to an Investors’ Services Fund. Investments in
Mutual Funds have been earmarked against these liabilities.
b) Other liabilities includes dividend for earlier years in respect of shares held in abeyance
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
Cumulative balance as at end of year (refer note 16.3) 1,394 1,199
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
20. TRADE PAYABLES
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
Current
A) Total outstanding due of Micro & Small Enterprises
Payable to service providers 16 10
B) Total outstanding due of Creditors other than Micro & Small Enterprises
Payable to service providers 7,568 4,179
Total 7,584 4,189
Disclosures required under section 22 of the Micro, Small and Medium Enterprises Development Act, 2006
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
(a) Principal amount and interest thereon remaining unpaid at the end of year. Interest paid 16 10
including payment made beyond appointed day during the year.
(b) Interest due and payable for delay during the year - -
(c) Amount of interest accrued and unpaid as at year end - -
(d) The amount of further interest due and payable even in the succeeding year - -
202
BSE LIMITED
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
23. INCOME FROM SERVICES TO CORPORATES
For the year ended For the year ended
PARTICULARS
March 31, 2020 March 31, 2019
Listing fees 18,821 18,826
Book building software charges 1,818 1,494
Company reinstatement fees 405 574
Other fees 171 450
Total 21,215 21,344
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
26. EMPLOYEE BENEFITS EXPENSE
For the year ended For the year ended
PARTICULARS
March 31, 2020 March 31, 2019
Salaries, allowances and bonus 13,029 11,966
Contribution to provident and other Funds 688 673
Staff welfare expenses 422 412
Compensated absences 981 870
Total 15,120 13,921
204
BSE LIMITED
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
28. ADMINISTRATION AND OTHER EXPENSES (Contd.)..
For the year ended For the year ended
PARTICULARS
March 31, 2020 March 31, 2019
Miscellaneous expenses 1,577 1,484
Payment to auditors
a) Statutory audit fee 71 63
b) Tax audit fee 6 5
c) Other services 3 1
d) Out of Pocket 3 3
Professional fees 2,046 2,350
Postage and telephone expenses 204 220
Printing and stationery 106 117
Property taxes (net of recoveries) 228 215
Operating lease expenses 269 192
Repairs to other assets 150 142
SEBI regulatory fees 245 444
Travelling expenses 668 820
Total 21,318 18,105
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
29. TAX EXPENSE (Contd.)..
29.1 Based on the assessment orders received during the year ended March 31, 2019, the Group has written back an amount of ` 665 Lakh in respect
of previous years.
29.2 A Taxation Laws (Amendment) Ordinance, 2019 (“Ordinance”) on September 20, 2019 has amended the Income Tax Act, 1961 and Finance (No.
2) Act, 2019, by which the option has been provided for the lower tax regime without any incentives for the domestic companies. Under the revised
tax regime, accumulated Minimum Alternate Tax (MAT) credit is not allowed. Considering the substantial accumulated MAT credit, the company
and certain subsidiaries have assessed that it is beneficial not to opt for the option of availing revised income tax rate for certain period of time.
The tax liability for the current year has been accordingly calculated. For the remaining subsidiaries the tax liability has been made, applying the
revised tax rate.
206
BSE LIMITED
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
30. EARNINGS PER SHARE (EPS)
Reconciliation of number of equity shares used in the computation of basic and diluted earnings per share is set out below:
Note:
The Board of Directors of the Company at its meeting held on May 7, 2019 recommended the proposal of buyback, and the Shareholders of the Company
at its meeting held on July 15, 2019, has inter-alia approved the proposal of buyback by the Company, of its fully paid-up equity shares of face value
of ` 2/- each from the shareholders/beneficial owners of the Company. The scheme of buyback was commenced on August 30, 2019 and closed on
September 16, 2019 and the Company bought back and extinguished 67,64,705 equity shares. Accordingly, the weighted average number of equity
shares (issued share capital) for the calculation of Earnings Per Share is worked out to 4,90,94,235 equity shares for the year ended March 31, 2020
and 5,27,89,971 equity shares for the year ended March 31, 2019.
31. LEASE
As per the assessment of management, there are no lease contracts for which IND AS 116 – Leases is required to be applied.
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
32. FINANCIAL INSTRUMENTS
The carrying value and fair value of financial instruments by categories as at March 31, 2020 and March 31, 2019 is as follows:
The management assessed that fair value of cash and short-term deposits, trade receivables, trade payables and other current financial assets
and financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction
between willing parties, other than in a forced or liquidation sale.
The following methods and assumptions were used to estimate the fair values:
(a) The fair value of the quoted bonds and debentures are based on price quotations at reporting date. The fair value of unquoted instruments
and other financial liabilities, as well as other non-current financial liabilities is estimated by discounting future cash flows using rates
currently available for debt on similar terms, credit risk and remaining maturities.
(b) The fair values of the unquoted equity shares have been estimated using a discounted cash flow model. The valuation requires management
to make certain assumptions about the model inputs, including forecast cash flows, discount rate, credit risk and volatility, the probabilities
of the various estimates within the range can be reasonably assessed and are used in management’s estimate of fair value for these
unquoted equity investments.
208
BSE LIMITED
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
32. FINANCIAL INSTRUMENTS (Contd.)..
Fair value hierarchy
Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices).
Level 3 – Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
The following table presents fair value hierarchy of the financial assets (other than subsidiaries) and liabilities:
Except as detailed in the above table, the Company consider that the carrying amounts of financial assets and financial liabilities recognised in the
balance sheet approximate their fair values.
The Group’s activities expose it to a variety of financial risks: credit risk, liquidity risk, market risk (including foreign currency and interest rate risk),
regulatory risk and clearing & settlement risk. The Group’s primary focus is to foresee the unpredictability of financial markets and seek to minimize
potential adverse effects on its financial performance. The Group’s exposure to credit risk is influenced mainly by the individual characteristic of
each customer and the concentration of risk from the top few customers.
It is the Group’s policy that no trading in derivative for speculative purposes maybe undertaken. The Board of Directors reviews and agrees policies
for managing each of these risks, which are summarised below:
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations
and arises principally from the Group’s receivables from customers and investment securities. Credit risk arises from cash held with banks and
financial institutions, as well as credit exposure to clients, including outstanding accounts receivable. The maximum exposure to credit risk is equal
to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Group
assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors.
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
33. FINANCIAL RISK MANAGEMENT (Contd.)..
• Trade and other receivables
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer.
The demographics of the customer, including the default risk of the industry in which the customer operates, also has an influence on credit
risk assessment.
The Group provides the stock exchange services to its listed customers and registered members (who have provided the collaterals and
other securities for trading done on its platform), hence the Group operates with large number of customers portfolio and its revenue is not
concentrated on small number of customers.
None of the customers accounted for more than 10% of the receivables and revenue for the year ended March 31, 2020 and March 31,
2019.
• Investments
The Group limits its exposure to credit risk by making investment as per the investment policy. The Group addresses credit risk in its
investments by mandating a minimum rating against the security / institution where the amounts are invested and is further strengthened
by mandating additional requirement like Capital Adequacy Ratio (CAR), Allowable Net Non- Performing Asset (NNPA) Levels, Minimum
Average Assets Under Management (AAUM) etc. for certain types of investments. Further the investment committee of the Group reviews
the investment portfolio on bi-monthly basis and recommend or provide suggestion to the management. The Group does not expect
any losses from non-performance by these counter-parties, other than losses which are provided, and does not have any significant
concentration of exposures to specific industry sectors. The Group does not invest in equity instruments unless they are strategic in nature.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they become due. The Group manages its liquidity risk
by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due.
The Group’s corporate treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and
policies related to such risks are overseen by senior management.
The Subsidiary Company ICCL holds a significant amount of cash and securities deposited by clearing members as margin or default funds.
a. Mark to Market Margin payments: Open positions in futures are settled at least daily. ICCL has to ensure that sufficient funds are available
to fulfil their obligations.
b. Market disruptions: Such as unusual market volatility driving large margin movements; liquidity squeezes in the cash or securities markets
and central bank action.
c. Failed settlements: Arise when a member fails to deliver funds or securities, leaving ICCL short of funds or securities which may have been
designated to meet the obligations of another member.
210
BSE LIMITED
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
33. FINANCIAL RISK MANAGEMENT (Contd.)..
ICCL monitors its liquidity needs daily using stressed assumptions and reports to the Risk committee.
ICCL has created a dedicated Core Settlement Guarantee Fund (Core SGF), which is readily and unconditionally available to meet settlement
obligations of ICCL in case of clearing member(s) failing to honour settlement obligation.
ICCL maintains a dedicated Core SGF for each segment, effectively ring fencing each segment of ICCL from defaults in other segments. ICCL
carries out daily stress tests for credit risk, daily liquidity stress test to assess the adequacy of liquidity arrangements, periodic reverse stress tests
and daily back tests for adequacy of margins. ICCL maintains a Business Continuity Plan (“BCP”) and Disaster Recovery (“DR”) Plan for systems
as well as manpower. ICCL has a far DR, situated in a different seismic zone.
ICCL provides full novation and has the responsibility of guaranteeing contractual performance by playing the role of a central counterparty for all
trades on BSE, thereby eliminating counterparty risk for the members. In essence, it splits the original contract between the initiating counterparties
into two new contracts; one each between ICCL and the initiating counterparties. ICCL has put in place a risk management framework to mitigate
the risk it undertakes in its capacity as a Clearing Corporation.
Further, as a second line of defense to the margining and risk management systems, ICCL has subscribed to the Insurance policy. As per the
default waterfall, in the case of loss arising out of defaults, the capital of Clearing Corporation and its non-defaulting members would be at risk.
The magnitude of potential loss due to default that a clearing corporation can undertake without affecting the capital of non-defaulting members
is contingent upon the networth of the Clearing Corporation and additional capital cushions, which insulate the default loss and the non-defaulting
members’ resources.
ICCL remains committed to the safety of investors and members and to further add to this security, ICCL has subscribed to a unique Insurance
Policy across all segments. The objective of the Policy is to protect ICCL against counterparty defaults and add a further capital cushion to the
ICCL net-worth making the resources of the non-defaulting members even safer. The policy also adds to the ability of ICCL to absorb higher losses
before any resources of the non-defaulting members are put at risk.
ICCL, with its net-worth of over ` 600 Crore, is well capitalized and instils a high level of confidence in its members and investors in the ability of
ICCL to handle extreme loss situations. The additional capital cushion provided by the Insurance cover, along with the net-worth covers nearly 3
times the Core SGF requirement of ICCL and further increases the safety for domestic and international participants alike.
ICCL conducts daily liquidity stress tests on a hypothetical stress scenario basis to ensure that it maintains sufficient liquid resources to manage
liquidity risk from its clearing members. ICCL carries out the stress tests on the liquidity position by assuming the default of the two clearing
participants which would hypothetically cause the highest loss. In addition, ICCL has lines of credit with various commercial banks in excess of its
entire average daily funds pay-out, to build redundancy in case of one or more banks being unable to provide the liquidity support. The investments
made in liquid resources are based on ICCL’s investment policy, which is periodically reviewed by its investment committee and duly approved by
its audit committee and the board of directors. The investment policy specifies the quality as well as exposure limits for each type of the qualified
liquid resources.
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
33. FINANCIAL RISK MANAGEMENT (Contd.)..
The table below provides details regarding the contractual maturities of significant financial liabilities as at March 31, 2020 and March 31, 2019:
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
Trade payable
< 1 year 7,584 4,189
1-5 years - -
> 5 years - -
Total 7,584 4,189
Other financial liabilities
< 1 year 1,30,803 97,593
1-5 years 736 687
> 5 years 3 3
Total 1,31,542 98,283
Total 1,39,126 1,02,472
The table below provides details regarding the contractual maturities of significant financial assets as at March 31, 2020 and March 31, 2019:
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
Investments*
< 1 year 1,21,037 1,16,656
1-5 years 53,539 78,291
> 5 years - -
Total 1,74,576 1,94,947
Other financial assets
< 1 year 1,116 938
1-5 years 20,477 9,186
> 5 years - -
Total 21,593 10,124
Trade receivables
< 1 year 6,999 4,903
1-5 years - -
> 5 years - -
Total 6,999 4,903
212
BSE LIMITED
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
33. FINANCIAL RISK MANAGEMENT (Contd.)..
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
Cash and cash equivalents
< 1 year 72,866 47,943
1-5 years - -
> 5 years - -
Total 72,866 47,943
Bank balances other than cash and cash equivalents
< 1 year 88,052 1,06,865
1-5 years - -
> 5 years - -
Total 88,052 1,06,865
Total 3,64,086 3,64,782
* Investment does not include investment in equity investment of subsidiaries, associates and others.
The Group manages contractual financial liabilities and contractual financial assets on net basis.
Market risk
The Group’s business, financial condition and results of operations are highly dependent upon the levels of activity on the exchange, and in particular
upon the volume of financial assets traded, the number of listed securities, the number of new listings and subsequent issuances, liquidity and similar
factors, as a significant portion of our revenue depends, either directly or indirectly, on trading, listing, clearing and settlement transaction-based fees.
The Group’s financial condition and results of operations are also dependent upon the success of our clearing, settlement and other issuer services,
which, in turn, are directly dependent on the liquidity and financial strength of our customers, namely financial intermediaries such as brokers, and
their respective clients.
In addition to the above risk, market risk also includes foreign currency risk and interest rate risk.
As a result, if the value of the Indian rupee appreciates relative to these foreign currencies, the Group’s revenues measured in rupees may
decrease. The exchange rate between the Indian rupee and these foreign currencies has changed substantially in recent periods and may
continue to fluctuate substantially in the future. Due to lessor quantum of revenue and expenses from foreign currencies the Group is not much
exposed to foreign currency risk.
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
33. FINANCIAL RISK MANAGEMENT (Contd.)..
Interest rate risk primarily arises from floating rate investment. The Group’s investments in floating rate are primarily short-term, which do not
expose it to significant interest rate risk.
Regulatory risk
The Group requires a number of regulatory approvals, licenses, registrations and permissions to operate our business, including at a corporate level
as well as at the level of each of its components. For example, the Group have licenses from SEBI in relation to, among others, introducing derivatives
contracts on various indices of the exchange, introduction of futures and options contracts on various indices of the exchange, setting up an SME
platform and trading in government securities. Some of these approvals are required to be renewed from time to time. The Group’s operations are
subject to continued review and the governing regulations may change. The Group’s regulatory team constantly monitors the compliance with these
rules and regulations.
There have been several changes to the form and manner in which recognised stock exchanges must make contributions to a Settlement Guarantee
Fund and Core Settlement Guarantee Fund in the last few years. Should SEBI in the future vary the required contribution amounts to the Settlement
Guarantee Fund, the Group may have to contribute more of funds to the Settlement Guarantee Fund which could materially and adversely affect
the Group’s financial ability. The Group’s regulatory team keeps a track regarding the amendments in SEBI circulars/regulations pertaining to such
settlement guarantee fund.
Clearing Corporations (CCPs) have been the focus of the Global as well as Indian Regulators. SEBI introduced the guidelines on stress testing,
Core Settlement Guarantee Fund (“Core SGF”) and Default Waterfall, to ensure that Indian CCPs are compliant with International benchmarks and
regulations, including the Principles for Financial Market Infrastructures (“PFMI”) issued by the Committee on Payments and Market Infrastructures
(“CPMI”) and the International Organisation of Securities Commissions (“IOSCO”) and the European Market Infrastructure Regulation (“EMIR”). IOSCO
has issued discussion papers on Recovery and Resolution and Cyber Risk, areas which are expected to witness regulatory guidance in the next few
years. The CPMI and the IOSCO continue to closely monitor the implementation of the PFMI. The Third Update to the Level 1 Assessment Report of the
Implementation Monitoring of PFMIs has accorded India with the highest rating of 4. SEBI being a member of IOSCO, these international regulatory
changes would impact ICCL. ICCL has received Third Country Central Counterparty (“TC-CCP”) recognition from the European Securities and Markets
Authority (“ESMA”) under EMIR on September 27, 2017. ICCL has also received temporary recognition pursuant to the UK Statutory Instrument the
Central Counterparties (Amendment, etc., and Transitional Provision) (EU Exit) Regulations 2018 (“the SI”). The Temporary Recognition Regime (“TRR”)
enables ICCL to provide clearing services and activities in the UK for up to three years from the commencement of the TRR, extendable by HM Treasury
in increments of twelve months.
The Company and Subsidiary continues to focus on remaining well positioned to respond to regulatory developments and further opportunities exist
for the Group to deliver solutions to help the market address the changing regulatory environment.
214
BSE LIMITED
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
34. CAPITAL MANAGEMENT
The Group’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development
of the business. The Group monitors the return on capital as well as the level of dividends on its equity shares. The Group’s objective when managing
capital is to maintain an optimal structure so as to maximize shareholder value.
The Group is predominantly equity financed which is evident from the capital structure. Further, the Group has always been a net cash company with
cash and bank balances along with investment which is predominantly investment in liquid and short term mutual funds being far in excess of financial
liabilities.
Capital requirement of the Subsidiary Company Indian Clearing Corporation Limited is regulated by Securities and Exchange Board of India (SEBI). As
per SEBI notification dated June 20, 2012 Clearing corporation shall be mandated to build up to prescribed networth of ` 300 Crore over a period of
three years from the date of notification. As per SECC Regulations 2018, “Every recognized clearing corporation shall maintain, at all times, a minimum
net worth of one hundred crore rupees or capital as determined under regulation 14(3)(a) and 14(3)(b), whichever is higher.” Minimum requirement of
net worth is maintained throughout the period from effective date of notification. ICCL has been compliant with the capital requirement since the date
of notification.
In accordance with regulation 13 of Securities and Exchange Board of India (Depository and Participants) Regulations, 1996, the Associate Company,
Central Depositories Services (India) Limited shall have a minimum networth of ` 100 Crore at all times.
In accordance with the SEBI (International Financial Services Centre) Guidelines, 2015, Subsidiary Company India International Clearing Corporation
(IFSC) Limited shall have a minimum net worth equivalent of ` 50 Crore initially and it shall enhance its net worth to a minimum equivalent of ` 100
Crore or risk based capital whichever is higher, over the period of three years from commencement of operations, i.e. by January 15, 2020. Further,
SEBI has relaxed the net-worth requirement of ` 100 Crore or risk based capital whichever is higher for a period of one year, i.e. till January 15, 2021,
vide its letter dated July 3, 2019, subject to maintenance of minimum net-worth of ` 50 Crore or risk based capital whichever is higher at all times.
In accordance with SEBI (International Financial Services Centre) Guidelines, 2015, Subsidiary Company India International Exchange (IFSC) Limited
shall have a minimum net worth equivalent of ` 25 Crore initially and it shall enhance its net worth to a minimum equivalent of ` 100 Crore over the
period of three years from the date of approval i.e. December 28, 2019. Further SEBI has relaxed the net-worth requirement of ` 100 Crore for 1 year
i.e. December 28, 2020 subject to maintenance of minimum net-worth of ` 25 Crore at all times as mandated under SEBI (International Financial
Services Centre) Guidelines, 2015.
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
35. RELATED PARTY TRANSACTIONS (Contd.)..
Sr. CONTROL ENTITIES
b. Trusts set-up by the Group BSE Investors’ Protection Fund (Formerly known as "The Stock Exchange Investors'
Protection Fund Trust")
The Stock Exchange Education & Research Services
The Stock Exchange Foundation
The Stock Exchange Charities
Seth K. R. P. Shroff Stock Exchange Sarvajanik Fund
Shri Phiroze Jeejeebhoy Memorial Trust
BSE Employee’s Gratuity Fund
BSE Employee’s Provident Fund
ICCL Employee’s Gratuity Fund
India International Exchange (IFSC) Limited Employees Group Gratuity Cash Accumulation
Scheme (Employee Gratuity Fund)
India International Clearing Corporation (IFSC) Limited Employees Group Gratuity Cash
Accumulation Scheme
c. Associate Central Depository Services (India) Limited
CDSL Ventures Limited
CDSL Insurance Repository Limited
CDSL Commodity Repository Limited
Asia Index Private Limited
BSE EBIX Insurance Broking Private Limited (w.e.f March 15, 2018)
Marketplace EBIX Technology Services Private Limited (w.e.f April 3, 2018)
Pranurja Solutions Limited (w.e.f. May 7, 2019)
d. Key Management Personnel and their Justice Vikramajit Sen – Chairman (with effect from May 22, 2019) and Public Interest
relatives (KMP) Director
Shri Sethurathnam Ravi – Chairman and Public Interest Director (upto February 4, 2019)
Shri Ashishkumar Chauhan - Managing Director and Chief Executive Officer
Shri Sumit Bose - Public Interest Director
Shri S S Mundra - Public Interest Director
Shri David Wright - Public Interest Director
Shri Umakant Jayaram - Public Interest Director (w.e.f February 4, 2019)
Smt. Usha Sangwan - Shareholder Director
Sushree Jayshree Vyas - Public Interest Director (with effect from April 25, 2019)
Smt. Rajeshree Sabnavis - Shareholder Director (Upto July 15, 2019)
Shri Roland Schwinn - Shareholder Director (upto April 2, 2018)
Dr. Sriprakash Kothari - Shareholder Director (upto February 28, 2019)
216
BSE LIMITED
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
35. RELATED PARTY TRANSACTIONS (Contd.)..
Following are the transactions with related parties and the year-end balances:
For the year ended For the year ended
PARTICULARS
March 31, 2020 March 31, 2019
Subsidiary Companies
Income
BFSI Sector Skill Council of India
Rent and Infrastructure Charges 51 23
Administrative and Other Expenses (Recoveries) 0^ 1
BSE CSR Integrated Foundation
Administrative and Other Expenses (Recoveries) - 0^
Expenditure
BSE CSR Integrated Foundation
Contribution to corporate social responsibility 395 391
Trusts set-up by the Company
Income
BSE Investors’ Protection Fund
Administrative and Other Expenses (Recoveries) 231 230
Rent 14 14
Expenditure
Contribution to IPF (a proportion of listing fee) 156 145
Rent 67 58
Associate
Income
Asia Index Private Limited
Rent and Infrastructure Charges 144 138
Administrative and Other Expenses (Recoveries) 27 29
Central Depository Services (India) Limited
Rent and Infrastructure Charge 1 1
Miscellaneous Income 17 19
Other Charges 38 37
Recovery of IPO expenses withheld - 511
BSE EBIX Insurance Broking Private Limited
Rent and Infrastructure Charges 2 0^
Administrative and Other Expenses (Recoveries) 0^ 0^
Pranurja Solutions Limited (w.e.f May 7, 2019)
Rent and Infrastructure Charges 2 -
Administrative and Other Expenses (Recoveries) 0^ -
Expenditure
Central Depository Services (India) Limited
Administrative and Other Expenses 103 90
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
35. RELATED PARTY TRANSACTIONS (Contd.)..
For the year ended For the year ended
PARTICULARS
March 31, 2020 March 31, 2019
KMP
Expenditure
Salaries, Allowances and Bonus *
Short term Employee benefits
Shri Ashishkumar Chauhan 764 664
*Includes the variable pay of the prior years and variable pay charged in the statement of profit and loss to the extent of payment made as required by
Securities Contract (Regulation) (Stock Exchanges and Clearing Corporations) Regulations 2018.
The Group provides long term benefits in the form of Gratuity to Key managerial person along with all employees, cost of same is not identifiable separately
and not disclosed.
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
Subsidiary
Assets
Investments
BSE CSR Integrated foundation 5 5
BFSI Sector Skill Council of India 105 105
BIL - Ryerson Technology Startup Incubator Foundation 1 1
BSE Institute of Research Development & Innovation 1 -
Receivable
BFSI Sector Skill Council of India 24 -
218
BSE LIMITED
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
35. RELATED PARTY TRANSACTIONS (Contd.)..
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
Direct Associates
Assets
Investments
Asia Index Private Limited 1 1
Central Depository Services (India) Limited 31,141 37,369
Receivable
Asia Index Private Limited 18 2
Indirect Associates
Assets
Receivable
BSE EBIX Insurance Broking Private Limited 2 1
Pranurja Solutions Limited (w.e.f May 7, 2019) 2 -
Liabilities
Deposit
Asia Index Private Limited 92 92
Payable
Central Depository Services (India) Limited 45 11
^ Less than ` 50,000/-
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
36. CONTINGENT LIABILITIES
Sr. As at As at
PARTICULARS
No. March 31, 2020 March 31, 2019
a) Claims against the Group not acknowledged as debts in respect of:
i) Income tax matters 7,695 7,728
ii) Service tax matters 405 168
iii) Department of telecommunication license matters (Refer Note below) - 706
iv) Investors’ Services Fund and Investors’ protection Fund (Refer Note below) - 2,799
v) Claims not acknowledged as debts 16,778 51,282
vi) Out of ‘v’ above, in the opinion of the Management are remote 16,777 51,281
b) Guarantees given by the Group 50,192 31
Notes:
1. During the year 2012-13, the Company had received notices from Department of Telecommunication (DoT), Government of India to pay a revised
VSAT Network License Fees, Royalty etc. aggregating ` 636 against which an amount of ` 235 was paid and expensed during the earlier years.
In respect of the balance amount of ` 401 the Management filed a reply, after legal consultations, with DoT challenging the claim stating that the
demand notices were based on an incorrect interpretation of the existing guidelines / orders. Hence no provision for the same was made in the
accounts and the amounts have been considered as a Contingent Liability in the previous financial year. During the current year the Company has
received no dues balance confirmation and accordingly this has been removed from contingent liability during the current year.
2. Demand Notices dated April 18, 2018 was issued in the name of BSE Limited for an amount of ` 305 with respect of the provisional assessment
of License Fees including penalties and interest for the period July 2013 to August 2014. During the current year, the Company has received no
dues balance confirmation and accordingly this has been removed from contingent liability during the current year.
3. The Company had earlier received observations from SEBI in respect of inspection conducted for the period 2005 – 2017, in which the Company
was asked to plough back certain amount to Investors’ Services Fund (“ISF”) and BSE Investors Protection Fund Trust (“IPF”) against expenses
charged in the earlier years to these funds. On the basis of response submitted by the Company, SEBI concluded and instructed the Company in
March 2020 to plough back an amount of ` 1,037 along with interest to the said funds. Consequently, an expense of ` 1,385 has been charged
to the profit and loss account for the year ended March 31, 2020. For the said matter, a further charge of ` 476 has also been recognized for the
subsequent period. Accordingly, an amount aggregating to ` 1,861 has been disclosed as “Provision for Additional Contribution to ISF and IPF”
during the current financial year.
4. During the current year, The Company has received SEBI Directives on BSE towards Cyber Security Audit and in response to the above, the
company has submitted its reply to SEBI for reconsideration and to the extent the amount of ` 55 is considered as contingent liability.
5. The Group’s pending litigations comprise of claims against the Group primarily by the customers/ vendors and proceedings pending with Tax and
Other Regulatory authorities. The Group has reviewed all its pending litigations and proceedings and has adequately provided for where provisions
are required and disclosed the contingent liabilities where applicable, in its financial statements. The Group does not expect the outcome of these
proceedings to have a material adverse effect on its financial statements at March 31, 2020.
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BSE LIMITED
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
38. The MD & CEO of the Company has been identified as the Chief Operating Decision Maker (CODM) as defined by Ind AS 108, Operating Segments.
The CODM evaluates the Group’s performance and allocates resources.
38.1 T he Group operates only in one Operating Segment i.e. “Facilitating Trading in Securities and other related ancillary Services”, hence have only one
reportable Segment as per Indian Accounting Standard 108 “Operating Segments”. The reportable business segments are in line with the segment
wise information which is being presented to the CODM.
38.2.2 The Group does not have non-current assets outside India.
39. Additional information as required by Paragraph 2 of the General Instructions for Preparation of Consolidated Financial Statements to Schedule III
to the Companies Act, 2013.
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
39. (Contd.)..
For the year ended For the year ended
March 31, 2020 March 31, 2019
Share in profit or loss
NAME OF THE ENTITY As % of Amount As % of Amount
consolidated consolidated
net Profit net Profit
and Loss and Loss
The Company 96% 11,748 98% 19,475
Indian Direct Subsidiaries
Indian Clearing Corporation Limited 19% 2,331 13% 2,512
Marketplace Technologies Private Limited (19%) (2,364) (13%) (2,523)
BSE Institute Limited 8% 927 4% 880
BSE Investments Limited 0% 46 0% 68
BSE Sammaan CSR Limited (0%) (36) (0%) (54)
India International Exchange (IFSC) Limited (26%) (3,136) (16%) (3,163)
India International Clearing Corporation (IFSC) Limited (1%) (120) (1%) (190)
Share of Non-controlling Interest in all Subsidiaries 1% 166 - -
Indian Associates
Central Depository Services (India) Limited (w.e.f June 30, 2017) 18% 2,406 14% 2,724
Asia Index Private Limited 2% 251 1% 174
CDSL Commodity Repository Limited 0% 5 0% 31
BSE EBIX Insurance Broking Private Limited 0% 7 (0%) (5)
Marketplace EBIX Technology Services Private Limited (0%) (1) (0%) (1)
Pranurja Solutions Limited (0%) (3) - -
Total 100% 12,227 100% 19,928
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BSE LIMITED
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
39. (Contd.)..
For the year ended For the year ended
March 31, 2020 March 31, 2019
Share in Total Comprehensive Income
NAME OF THE ENTITY As % of Amount As % of Amount
consolidated net consolidated net
Total Total
Comprehensive Comprehensive
Income Income
The Company 89% 11,723 94% 19,404
Indian Direct Subsidiaries
Indian Clearing Corporation Limited 18% 2,327 12% 2,504
Marketplace Technologies Private Limited (18%) (2,390) (12%) (2,527)
BSE Institute Limited 7% 926 4% 874
BSE Investments Limited 0% 46 0% 68
BSE Sammaan CSR Limited (0%) (36) (0%) (54)
India International Exchange (IFSC) Limited (20%) (2,695) (13%) (2,841)
India International Clearing Corporation (IFSC) Limited 5% 596 1% 275
Share of Non-controlling Interest in all Subsidiaries 1% 67 - -
Indian Associate
Central Depository Services (India) Limited (w.e.f June 30, 2017) 18% 2,408 13% 2,724
Asia Index Private Limited 2% 250 1% 175
CDSL Commodity Repository Limited 0% 5 0% 31
BSE EBIX Insurance Broking Private Limited 0% 7 (0%) (5)
Marketplace EBIX Technology Services Private Limited (0%) (1) (0%) (1)
Pranurja Solutions Limited (0%) (3) - -
Total 100% 13,230 100% 20,627
Note: Above information has been prepared based on consolidated financials of Subsidiaries wherever applicable.
40. As per SEBI circular no. CIR/MRD/DRMNP/25/2014 dated August 27, 2014, ICCL has established a fund called Core SGF for each segment (Equity,
Equity Derivative, Debt & Currency Derivative) of each Recognised SE to guarantee the settlement of trades executed in respective segment of
the SE. Accordingly, an amount ` 26,111 as at March 31, 2020 (` 24,188 as at March 31, 2019) has been contributed towards the Core SGF
maintained for various segment by ICCL including income earned thereon. The contribution made by BSE Ltd to the said Core SGF amounts to
` 15,072 as at March 31, 2020 (` 14,001 as at March 31, 2019) including income earned thereon and also include the amount received towards
“Transfer of Profits” under Regulation 33 of SECC Regulations 2012, from the date the SECC Regulations, 2012 came into effect till August 29,
2016, and which has not been allocated to any specific segment. Further, Other Contribution represent an amount (i) ` 1,477 as at March 31,
2020 (` 1,229 as at March 31, 2019) includes (i) amount received under the Scheme of amalgamation between United Stock Exchange of India
Limited and BSE Ltd, (ii) as per SEBI direction, BSE has transferred the penalty collected from the client to Core SGF of Currency Derivative and
Equity Derivative segment respectively, (iii) fines & penalties collected from members by ICCL and income earned thereon.
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
40. (Contd.)..
BSE ICCL Other Total
PARTICULARS
Contribution Contribution Contributions
Equity Segment 5,507 16,456 608 22,571
Equity Derivative Segment 525 1,563 119 2,207
Currency Derivative Segment 7,180 7,174 742 15,096
Commodity Derivative Segment 758 758 8 1,524
Debt - 160 - 160
Others 1,102 - - 1,102
Grand Total 15,072 26,111 1,477 42,660
41. SEBI vide its circular no. SEBI/HO/MRD/DSA/CIR/P/2016/125 dated November 28, 2016, had inter alia specified that Clearing Corporations in IFSC
shall establish and maintain a Fund to guarantee the settlement of trades executed in the stock exchanges in IFSC. To begin with such fund shall
have a corpus equivalent to at least 10% of the net-worth of the clearing corporation. Clearing corporations shall evolve a detailed framework for
the Fund, subject to approval of SEBI.
In view of the above, before commencement of operations, i.e. on January 10, 2017, a Core Settlement Guarantee Fund (Default Fund) of ` 596
has been created through earmarking investments. Default Fund size as on March 31, 2020 is ` 878. Further India ICC had applied to Central
Board of Direct Tax for the purpose of issuance of notification notifying the Core Settlement Guarantee Fund (Core SGF – Default Fund) set up by
the Company u/s 10 (23EE) of the Income Tax Act 1961 and approval of the same is awaited.
From current year 2019-20, contribution to default fund is transferred out of retained earnings. However, contribution to default fund in earlier
years was earmarked from Investments and not transferred from retained earnings. Due to this comparative figures of the previous years have
been re-stated. The details of financial statement line items have been given below:
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BSE LIMITED
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
42. EMPLOYEE BENEFITS
42.1 Defined Benefit Plan – Gratuity
The Group offers its employees defined-benefit plans in the form of a gratuity scheme (a lump sum amount). Benefits under the defined benefit
plans are typically based on years of service and the employee’s compensation (generally immediately before retirement). The gratuity scheme
covers substantially all regular employees.
Such plan exposes the Group to actuarial risks such as: investment risk, interest rate risk, demographic risk and salary risk.
Investment risk The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to market yields at
the end of the reporting period on government bond yields; if the return on plan asset is below this rate, it will create a plan deficit.
Currently the plan has a relatively balanced investment in equity securities and debt instruments.
Interest risk A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return
on the plan’s debt investments.
Demographic risk This is the risk of variability of results due to unsystematic nature of decrements that include mortality, withdrawal, disability
and retirement. The effect of these decrements on the defined benefit obligation is not straight forward and depends upon the
combination of salary increase, medical cost inflation, discount rate and vesting criteria.
Salary risk The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such,
an increase in the salary of the plan participants will increase the plan’s liability.
The following table sets out the funded status of the Gratuity benefit scheme and the amount recognised in the Financial Statements as at March
31, 2020 and March 31, 2019:
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
42. EMPLOYEE BENEFITS (Contd.)..
Amount for the year ended March 31, 2020 and year ended March 31, 2019 recognised in the Profit or Loss under employee benefits expense:
Amount for the year ended March 31, 2020 and year ended March 31, 2019 recognised in the other comprehensive income:
The weighted-average assumptions used to determine benefit obligations for the year ended March 31, 2020 and year ended March 31, 2019:
The Group assesses these assumption with its projected long-term plans of growth and prevalent industry standards. The discount rate is based
on the government securities yield.
The following table summarizes the impact on the reported defined benefit obligation at the end of the reporting period arising on account of an
increase or decrease in the reported assumption by 50 basis points:-
Sensitivity for the significant actuarial assumptions is computed by varying one actuarial assumption used for the valuation of the defined benefit
obligation by 50 basis points, keeping all other actuarial assumption constant.
226
BSE LIMITED
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
42. EMPLOYEE BENEFITS (Contd.)..
Composition of Plan Assets
PARTICULARS March 31, 2020 March 31, 2019
Government of India Securities 15% 15%
State Government Securities 6% 9%
Insurer Managed assets 75% 76%
Others 4% 0%
Actual return on the assets for the year ended March 31, 2020 and March 31, 2019 were ` 253 and ` 140 respectively.
There is no compulsion on the part of the Group to fully pre fund the liability of the Plan. The Group’s philosophy is to fund the benefits based on
its own liquidity and tax position as well as level of underfunding of the plan.
The Employer’s best estimate of the contributions expected to be paid to the plan during the next year is ` 213.
The weighted average duration to the payment of these cash flows is 5.29 years.
• Discount Rate: The discount rate is based on the prevailing market yields of Indian government securities as at the balance sheet date for
the estimated term of the obligations.
• Salary Escalation Rate: The estimates of future salary increases considered takes into account the inflation, seniority, promotion and
other relevant factors.
42.2 Defined Contribution Plan- Provident fund, Pension Fund and New pension Scheme:
These are plans in which the Group pays pre-defined amounts to separate funds and does not have any legal or informal obligation to pay
additional sums. The Group offers its employees defined contribution plan in the form of provident fund and family pension fund. Provident fund
and family pension fund cover substantially all regular employees. While both, the employees and the Group pay predetermined contributions into
the provident fund and New National Pension Scheme, contributions into the family pension fund are made by only the Group. The contributions
are based on a certain proportion of the employee’s salary.
The Group has an obligation to fund any shortfall on the yield of the trust’s investment over the administered interest rates on an annual basis.
These administered interest rates are determined annually predominantly considering the social rather than economic factors and, in most cases,
the actual return earned by the Group has been higher in the past years. During the year the company has made a provision for diminution in value
of investments and interest thereof held by PF trust.
The Group recognised charge for the year ended March 31, 2020 and March 31, 2019 of ` 399 and ` 390 respectively for provident fund and
family pension fund contribution in the statement of Profit or Loss under continuing operations.
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
42. EMPLOYEE BENEFITS (Contd.)..
The Group recognised charge for the year ended March 31, 2020 and March 31, 2019 of ` 100 and ` 92 respectively for New National Pension
Scheme contribution in the statement of Profit or Loss under continuing operations.
43. a) The Company implemented a Voluntary Retirement Scheme (VRS) for all its eligible employees. Post the closure of the Scheme an expense of
` 54 has been recognised for the year ended March 31, 2019 and has been disclosed as an “Exceptional Item”.
b) The Company has partially divested its stake in a subsidiary company on June 29, 2017. The divestment has resulted in a loss of control
and therefore the profit on sale of the investment in the subsidiary (including the Remeasurement of the retained investment at fair value in
accordance with Ind AS 110 “Consolidated Financial Statements”) amounting to ` 45,118 has been credited to the Statement of Profit and
Loss for the year ended March 31, 2018. The residual investment retained is now considered as an investment in an associate.
Further, the Company had partially divested its stake in the above subsidiary in October, 2016, which did not result in a loss of control and hence
the profit on divestment amounting to ` 1,057 was credited to Retained Earnings under the head Other Equity during the year ended March
31, 2017. The said profit of ` 1,057 is now credited to the Statement of Profit and Loss for the year ended March 31, 2018.
Profit on sale, disclosed as a discontinued operation, was based on estimated expenditure withheld by Central Depository Services (India)
Limited (“CDSL”). During the year ended March 31, 2019, the amount of expenditure has been crystallised and hence excess amount of ` 511
has been recorded as an additional profit on sale of CDSL during the year ended March 31, 2019 and shown as “Discontinued operation”.
c) During the year, the Company had further divested its 4% stake in its associate company Central Depository Services (India) Limited (“CDSL”)
through offer for sale. The profit on divestment amounting to ` 3,204 is recorded during the year ended March 31, 2020 and shown as
“Exceptional Items”.
44. BUYBACK
a. The Board of Directors of the Company at its meeting held on May 7, 2019 recommended the proposal of buyback, and the Shareholders
of the Company at its meeting held on July 15, 2019, has inter-alia approved the proposal of buyback by the Company, of its fully paid-up
equity shares of face value of ` 2/- each at a price of ` 680 (Rupees Six Hundred and Eighty Only) per Equity Share through tender offer
in such manner as prescribed in the Securities and Exchange Board of India Regulations, 2018 and the Companies Act, 2013 (“Act”).
The Buyback shall not exceed ` 46,000, excluding brokerage costs, fees, turnover charges, taxes such as securities transaction tax
and goods and service tax (if any), stamp duty and other transaction charges (“Maximum Buyback Size”). The Maximum Buyback Size
represents 24.73% of the aggregate of the Company’s paid-up Equity Share capital and free reserves based on the standalone audited
financial statements of the Company as at March 31, 2019. which is in compliance with the maximum permissible limit of 25% of the total
paid-up equity share capital and free reserves in accordance with Section 68(2) of the Companies Act, 2013.
The buyback opened on August 30, 2019 and closed on September 16, 2019 and the Company bought back 67,64,705 equity shares at
` 680 per share resulting in cash outflow of ` 46,000 (excluding expenses towards buyback). As provided in the scheme, an amount of
` 22,526 was utilized from Securities Premium Account, ` 23,338 was utilized from General Reserve and Share capital is reduced by `
136. Further, Capital Redemption Reserve of ` 136 (representing the nominal value of the shares bought back and extinguished) has been
created from balance in retained earnings as per the requirements of the Companies Act, 2013.
b. The Board of Directors of the Company at its meeting held on January 15, 2018, has inter-alia approved the Buyback proposal for purchase
by the Company of its fully paid-up equity shares of face value of ` 2/- each (“Equity Shares” and such buyback, the “Buyback”), from the
228
BSE LIMITED
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
44. BUYBACK (Contd.)..
shareholders/beneficial owners of the Company, at a price not exceeding ` 1,100 (Rupees One Thousand and One Hundred Only) per Equity
Share (“Maximum Buyback Price”) from the open market through stock exchange mechanism in such manner as may be prescribed in the
Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 (“Buy-back Regulations”) and the Companies Act, 2013
(“Act”) (including any statutory modification(s) or re-enactment of the Act or Buy-back Regulations, for the time being in force).
The Buyback shall not exceed ` 16,600, excluding brokerage costs, fees, turnover charges, taxes such as securities transaction tax
and goods and service tax (if any), stamp duty and other transaction charges (“Maximum Buyback Size”). The Maximum Buyback Size
represents 9.99% of the aggregate of the Company’s paid-up Equity Share capital and free reserves based on the standalone audited
financial statements of the Company as at March 31, 2017, which is in compliance with the maximum permissible limit of 10% of the total
paid-up equity share capital and free reserves in accordance with Section 68(2) of the Companies Act, 2013.
The scheme of buyback was commenced on February 1, 2018 and closed on July 9, 2018 and the Company bought back 20,19,170
equity shares resulted in cash outflow of ` 16,600 (excluding expenses towards buyback of ` 197). In line with the requirement of the
Companies Act 2013, an amount of ` 16,757 has been utilized from the securities premium account for the buy back. Further, capital
redemption reserve of ` 40 (representing the nominal value of the shares bought back and extinguished) has been created.
45.
The Company and its provident fund trust have an investment of ` 1,700 and ` 353 (including interest of ` 72) respectively in secured Non-
convertible Debentures of IL&FS Group. Considering the recent developments a provision of ` 798 and ` 1,254 has been made on the above
exposure during the year ended March 31, 2020 and March 31, 2019, respectively. Further, unrealised interest of ` 44 and ` 146 has been
reversed during the year ended March 31, 2020 and March 31, 2019, respectively.
47 Interoperability among clearing corporations was implemented from June, 2019. After implementation of interoperability, the members have
the option to choose the clearing corporation to clear their trades. Based on their selection, the trades of BSE are cleared by respective clearing
corporations.
As per the requirement arising out of August 27, 2014 SEBI Circular on CIR\MRD\DRMNP\25\2014, for contribution by exchange to Core SGF, BSE
needs to contribute to Core SGFs of all the Clearing corporations through which its trades are cleared.
BSE has already contributed ` 15,072 to Indian Clearing Corporation Ltd., which is in excess by ` 12,388 as compared to the requirement, as of
March 31, 2020, of the above mentioned circular relating to Core SGF. Based on the transactions executed on BSE and which are cleared by other
Clearing Corporations, requirement of Core SGF is ` 1,264 as on March 31, 2020. The Board of the Company has decided to represent SEBI for
allowing to utilize the excess contribution by BSE lying with Indian Clearing Corporation Ltd. to be adjusted with the said contribution to the other
clearing corporations. requirement.
The Clearing Corporations have also represented to SEBI that the contribution by exchanges towards Core SGF of clearing corporations may be
allowed to be contributed in the form of Bank Fixed Deposit / Government Securities. The Company is awaiting clarification from SEBI in this regard.
In view of the above, no contribution has been made to other clearing corporations and the Company has not taken any charge for the contribution
Significant Accounting Policies and Notes to the Consolidated Financial Statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
47. (Contd.)..
to Core SGF in the current year’s statement of profit and loss. The Management has also assessed that there is no impact on their operations with
clearing corporations due to non payment of contribution to Core SGF to them.
48 The novel coronavirus (COVID-19) pandemic continues to spread rapidly across the globe including India. On March 11, 2020, the COVID-19
outbreak was declared a global pandemic by the World Health Organization. The Indian government had announced countrywide lockdown which
is continued at present.
In this nation-wide lock-down period, though all the services across the nation were suspended, some essential services establishments including
securities market participants could operate and were exempted from the lock-down.
The management has assessed the potential impact of the COVID-19 on the Group. Based on the current assessment, the management is of the
view that impact of COVID-19 on the operations of the Group and the carrying value of its assets and liabilities is not likely to be material.
49 The Company has opted for the Sabka Vishwas (Legacy Dispute Resolution) scheme, 2019 for the settlement of service tax matter of earlier years.
Accordingly, an amount of ` 366 was paid under the said scheme, which was charged to the statement of profit and loss for the year ended March
31, 2020.
50 Previous year’s figures have been regrouped / reclassified and rearranged wherever necessary to correspond with the current year’s classification
/ disclosure.
230
BSE LIMITED
Key audit matters How our audit addressed the key audit matter
Valuation of investments and its impairment (as described in note 32 of the Ind AS financial statements)
Quoted investments and unquoted investments Our audit procedures included the following:
represent the most significant amount on the balance • We assessed the design and implementation of controls over valuation and existence
sheet. The total of these aggregating to Rs. 2,16,030 of investments.
Lakhs represented 77% of total assets of the Company • For the fair valuation models, we understood and assessed the methodology used. We
as at March 31, 2020. tested the underlying data and assumptions used in the determination of the fair value.
• We traced the quantity held from the independent confirmation provided by Custodian
There is a risk that the fair value of investments is not
and Fund houses.
determined appropriately and also considering the
• We tested the valuation of the quoted and unquoted investments to independent
current impact of the covid 19 on the impairment of the
pricing sources.
investment. Accordingly, the valuation of investments
• We assessed and tested the management procedures for performing impairment
and its impairment is considered as a key audit matter.
analysis of investments, including likely impact of Covid-19 on value of investments.
Information Technology (IT) systems and controls
As a Stock Exchange, the reliability of IT systems plays Our audit procedures included the following:
a key role in the business operations. Since large • Assessed the information systems used by the Company for IT General Controls (ITGC)
volume of transactions are processed, the IT controls and Application controls;
are required to ensure that systems process data as • The aspects covered in the IT General Control audit were (i) User Access Management
expected and that changes are made in an appropriate (ii) Program Change Management (iii) Other related ITGCs; - to understand the design
manner. and test the operating effectiveness of such controls in the system;
The IT infrastructure is critical for smooth functioning of • Assessed the changes that were made to the key systems during the audit period and
the Company’s business operations as well as for timely assessing changes that have impact on financial reporting;
and accurate financial accounting and reporting. • Performed tests of controls (including other compensatory controls wherever applicable)
Due to the pervasive nature and complexity of the IT on the IT application controls and IT dependent manual controls in the system.
environment and large volume of transactions we have • Tested the design and operating effectiveness of compensating controls, where
considered IT systems and controls as a key audit deficiencies were identified and, where necessary, extended the scope of our
matter. substantive audit procedures.
Provisions for litigation and claims (as described in note 36 of the Ind AS financial statements)
There are certain demands raised by regulatory • e obtained and evaluated the Company’s accounting policy in relation to accounting,
W
authorities, employees and others. The Company has assessing and disclosure of claims against the Company.
disputed such demands by appealing them to relevant • We understood the design and tested the operating effectiveness of the Company’s key
statutory forums controls over the identification, estimation, monitoring and disclosure of provisions for
litigations and claims.
For various pending litigations against the Company,
• We examined the relevant correspondence with regulators to assess developments in
management judgement is needed to determine
key areas and litigation reports to identify potentially material cases.
whether an obligation exists and a provision should be
recorded or disclosure if any, required in the financial • Obtained independent confirmations from lawyers in respect of material cases
outstanding.
statements in accordance with the criteria set under
IND AS 37 • We reviewed the Board and other board level committee meeting minutes to assess the
effectiveness of management’s review controls and conclusions reached.
The measurement of the provision is based on the • For the significant provisions made, we understood, and assessed the provisioning
best estimate of the expenditure required to settle the methodology. We tested the underlying data and assumptions used in the determination
present obligation. of the provisions recorded, including expected claim rates.
Considering the judgement and estimate involved, • For cases where a provision was not recognized, we evaluated the adequacy of
matter is considered as a key audit matter. disclosure made in the Ind AS financial statements.
232
BSE LIMITED
Information Other than the Financial Statements and Auditor’s Auditor’s Responsibilities for the Audit of the Ind AS Financial
Report Thereon Statements
The Company’s Board of Directors is responsible for the other information. Our objectives are to obtain reasonable assurance about whether the Ind
The other information comprises the information included in the Annual AS financial statements as a whole are free from material misstatement,
Report, but does not include the Ind AS financial statements and our whether due to fraud or error, and to issue an auditor’s report that includes
auditor’s report thereon. our opinion. Reasonable assurance is a high level of assurance but is not
a guarantee that an audit conducted in accordance with SAs will always
Our opinion on the Ind AS financial statements does not cover the other detect a material misstatement when it exists. Misstatements can arise
information and we do not express any form of assurance conclusion from fraud or error and are considered material if, individually or in the
thereon. aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these Ind AS financial statements.
In connection with our audit of the Ind AS financial statements, our
responsibility is to read the other information and, in doing so, consider As part of an audit in accordance with SAs, we exercise professional
whether such other information is materially inconsistent with the Ind AS judgment and maintain professional skepticism throughout the audit. We
financial statements or our knowledge obtained in the audit or otherwise also:
appears to be materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement of this other • Identify and assess the risks of material misstatement of the Ind
information, we are required to report that fact. We have nothing to report AS financial statements, whether due to fraud or error, design and
in this regard. perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our
Responsibilities of Management and the Board of Directors for the opinion. The risk of not detecting a material misstatement resulting
Ind AS Financial Statements from fraud is higher than for one resulting from error, as fraud may
The Company’s Board of Directors is responsible for the matters stated in involve collusion, forgery, intentional omissions, misrepresentations,
section 134(5) of the Act with respect to the preparation of these Ind AS or the override of internal control.
financial statements that give a true and fair view of the financial position,
financial performance including other comprehensive income, cash flows • btain an understanding of internal control relevant to the audit
O
and changes in equity of the Company in accordance with the accounting in order to design audit procedures that are appropriate in the
principles generally accepted in India, including the Indian Accounting
circumstances. Under section 143(3)(i) of the Act, we are also
Standards (Ind AS) specified under section 133 of the Act read with the
responsible for expressing our opinion on whether the Company
Companies (Indian Accounting Standards) Rules, 2015, as amended. This
has adequate internal financial controls with reference to financial
responsibility also includes maintenance of adequate accounting records
statements in place and the operating effectiveness of such
in accordance with the provisions of the Act for safeguarding of the
controls.
assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies;
• E valuate the appropriateness of accounting policies used and the
making judgments and estimates that are reasonable and prudent; and
reasonableness of accounting estimates and related disclosures
the design, implementation and maintenance of adequate internal financial
made by management.
controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and
• onclude on the appropriateness of management’s use of the going
C
presentation of the Ind AS financial statements that give a true and fair view
concern basis of accounting and, based on the audit evidence
and are free from material misstatement, whether due to fraud or error.
obtained, whether a material uncertainty exists related to events
In preparing the Ind AS financial statements, management is responsible or conditions that may cast significant doubt on the Company’s
for assessing the Company’s ability to continue as a going concern, ability to continue as a going concern. If we conclude that a
disclosing, as applicable, matters related to going concern and using the material uncertainty exists, we are required to draw attention in our
going concern basis of accounting unless management either intends to auditor’s report to the related disclosures in the financial statements
liquidate the Company or to cease operations, or has no realistic alternative or, if such disclosures are inadequate, to modify our opinion. Our
but to do so. conclusions are based on the audit evidence obtained up to the date
of our auditor’s report. However, future events or conditions may
The Board of Directors are also responsible for overseeing the Company’s cause the Company to cease to continue as a going concern.
financial reporting process.
• E valuate the overall presentation, structure and content of the Ind (e) On the basis of the written representations received from
AS financial statements, including the disclosures, and whether the the directors as on March 31, 2020 taken on record by the
Ind AS financial statements represent the underlying transactions Board of Directors, none of the directors is disqualified as on
and events in a manner that achieves fair presentation. March 31, 2020 from being appointed as a director in terms
of Section 164 (2) of the Act;
We communicate with those charged with governance regarding, among
other matters, the planned scope and timing of the audit and significant (f) With respect to the adequacy of the internal financial controls
audit findings, including any significant deficiencies in internal control that over financial reporting of the Company with reference
we identify during our audit. to these Ind AS financial statements and the operating
effectiveness of such controls, refer to our separate Report
We also provide those charged with governance with a statement that we in Annexure 2 to this report;
have complied with relevant ethical requirements regarding independence,
and to communicate with them all relationships and other matters that may (g) In our opinion, the managerial remuneration for the year
reasonably be thought to bear on our independence, and where applicable, ended March 31, 2020 has been paid / provided by the
related safeguards. Company to its directors in accordance with the provisions
of section 197 read with Schedule V to the Act;
From the matters communicated with those charged with governance, we
determine those matters that were of most significance in the audit of the (h) With respect to the other matters to be included in the
Ind AS financial statements for the financial year ended March 31, 2020 Auditor’s Report in accordance with Rule 11 of the
and are therefore the key audit matters. We describe these matters in our Companies (Audit and Auditors) Rules, 2014, as amended in
auditor’s report unless law or regulation precludes public disclosure about our opinion and to the best of our information and according
the matter or when, in extremely rare circumstances, we determine that to the explanations given to us:
a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the i. The Company has disclosed the impact of pending
public interest benefits of such communication. litigations on its financial position in its Ind AS
financial statements – Refer Note 36 to the Ind AS
Report on Other Legal and Regulatory Requirements financial statements;
1. As required by the Companies (Auditor’s Report) Order, 2016 (“the
Order”), issued by the Central Government of India in terms of sub- ii. The Company did not have any long-term contracts
section (11) of section 143 of the Act, we give in Annexure 1, a including derivative contracts for which there were
statement on the matters specified in paragraphs 3 and 4 of the any material foreseeable losses;
Order.
iii.
During the year, there has been no delay in
2. As required by Section 143(3) of the Act, we report that: transferring amounts, required to be transferred to
the Investor Education and Protection Fund by the
(a) We have sought and obtained all the information and Company.
explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit; For S.R. Batliboi & CO. LLP
Chartered Accountants
(b) In our opinion, proper books of account as required by law ICAI Firm Registration Number: 301003E/E300005
have been kept by the Company so far as it appears from our
examination of those books; Per Jayesh Gandhi
Partner
Membership Number: 037924
(c)
The Balance Sheet, the Statement of Profit and Loss
UDIN: 20037924AAAACU5730
including Other Comprehensive Income, the Cash Flow
Statement and Statement of Changes in Equity dealt with by Place of Signature: Mumbai
this Report are in agreement with the books of account; Date: May 21, 2020
234
BSE LIMITED
management, we report that no fraud, by the Company or on the and hence, reporting requirements under clause 3(xiv) are not
Company by the officers and employees of the Company, has applicable to the Company and, not commented upon.
been noticed or reported during the year.
(xv)
According to the information and explanations given by the
(xi)
According to the information and explanations given by the management, the Company has not entered into any non-cash
management, the managerial remuneration has been paid / transactions with directors or persons connected with him as
provided in accordance with the requisite approvals mandated referred to in section 192 of the Companies Act, 2013.
by the provisions of section 197 read with Schedule V to the
Companies Act, 2013. (xvi) According to the information and explanations given to us, the
provisions of section 45-IA of the Reserve Bank of India Act, 1934
(xii) In our opinion, the Company is not a nidhi company. The provisions are not applicable to the Company.
of clause 3(xii) of the order are, therefore, not applicable to the
Company and hence not commented upon. For S.R. Batliboi & CO. LLP
Chartered Accountants
(xiii)
According to the information and explanations given by the
ICAI Firm Registration Number: 301003E/E300005
management, transactions with the related parties are in
compliance with section 177 and 188 of the Companies Act,
2013, where applicable and the details have been disclosed in the Per Jayesh Gandhi
notes to the financial statements, as required by the applicable Partner
accounting standards. Membership Number: 037924
UDIN: 20037924AAAACU5730
(xiv) According to the information and explanations given to us and on
an overall examination of the Balance Sheet, the Company has not
Place of Signature: Mumbai
made any preferential allotment or private placement of shares or
fully or partly convertible debentures during the year under review Date: May 21, 2020
236
BSE LIMITED
Report on the Internal Financial Controls under Clause (i) of Sub- Meaning of Internal Financial Controls Over Financial Reporting
section 3 of Section 143 of the Companies Act, 2013 (“the Act”) with reference to these Financial Statements
We have audited the internal financial controls over financial reporting of A company’s internal financial control over financial reporting with reference
BSE Limited (“the Company”) as of March 31, 2020, in conjunction with our to these Ind AS financial statements is a process designed to provide
audit of the Ind AS financial statements of the Company for the year ended reasonable assurance regarding the reliability of financial reporting and the
on that date. preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal financial
Management’s Responsibility for Internal Financial Controls control over financial reporting with reference to these Ind AS financial
The Company’s Management is responsible for establishing and maintaining statements includes those policies and procedures that (1) pertain to the
internal financial controls based on the internal control over financial maintenance of records that, in reasonable detail, accurately and fairly reflect
reporting criteria established by the Company considering the essential the transactions and dispositions of the assets of the company; (2) provide
components of internal control stated in the Guidance Note on Audit of reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
Internal Financial Controls Over Financial Reporting issued by the Institute
accounting principles, and that receipts and expenditures of the company
of Chartered Accountants of India. These responsibilities include the design,
are being made only in accordance with authorisations of management and
implementation and maintenance of adequate internal financial controls that
directors of the company; and (3) provide reasonable assurance regarding
were operating effectively for ensuring the orderly and efficient conduct of its
prevention or timely detection of unauthorised acquisition, use, or disposition
business, including adherence to the Company’s policies, the safeguarding of the company’s assets that could have a material effect on the financial
of its assets, the prevention and detection of frauds and errors, the accuracy statements.
and completeness of the accounting records, and the timely preparation of
reliable financial information, as required under the Companies Act, 2013.
Inherent Limitations of Internal Financial Controls Over Financial
Reporting With Reference to these Ind AS Financial Statements
Auditor’s Responsibility Because of the inherent limitations of internal financial controls over financial
Our responsibility is to express an opinion on the Company’s internal financial reporting with reference to these Ind AS financial statements, including
controls over financial reporting with reference to these Ind AS financial the possibility of collusion or improper management override of controls,
statements based on our audit. We conducted our audit in accordance with material misstatements due to error or fraud may occur and not be detected.
the Guidance Note on Audit of Internal Financial Controls Over Financial Also, projections of any evaluation of the internal financial controls over
Reporting (the “Guidance Note”) and the Standards on Auditing as specified financial reporting with reference to these Ind AS financial statements to
under section 143(10) of the Companies Act, 2013, to the extent applicable future periods are subject to the risk that the internal financial control over
to an audit of internal financial controls and, both issued by the Institute financial reporting with reference to these Ind AS financial statements may
of Chartered Accountants of India. Those Standards and the Guidance Note become inadequate because of changes in conditions, or that the degree of
require that we comply with ethical requirements and plan and perform compliance with the policies or procedures may deteriorate.
the audit to obtain reasonable assurance about whether adequate internal
financial controls over financial reporting with reference to these Ind AS Opinion
financial statements was established and maintained and if such controls In our opinion, the Company has, in all material respects, adequate internal
operated effectively in all material respects. financial controls over financial reporting with reference to these Ind AS
financial statements and such internal financial controls over financial
Our audit involves performing procedures to obtain audit evidence about reporting with reference to these Ind AS financial statements were operating
the adequacy of the internal financial controls over financial reporting effectively as at March 31, 2020, based on the internal control over financial
with reference to these Ind AS financial statements and their operating reporting criteria established by the Company considering the essential
effectiveness. Our audit of internal financial controls over financial reporting components of internal control stated in the Guidance Note on Audit of
included obtaining an understanding of internal financial controls over financial Internal Financial Controls Over Financial Reporting issued by the Institute of
reporting with reference to these Ind AS financial statements, assessing the Chartered Accountants of India.
risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk. For S.R. Batliboi & CO. LLP
The procedures selected depend on the auditor’s judgement, including the Chartered Accountants
assessment of the risks of material misstatement of the financial statements, ICAI Firm Registration Number: 301003E/E300005
whether due to fraud or error. Per Jayesh Gandhi
Partner
We believe that the audit evidence we have obtained is sufficient and Membership Number: 037924
appropriate to provide a basis for our audit opinion on the internal financial UDIN: 20037924AAAACU5730
controls over financial reporting with reference to these Ind AS financial Place of Signature: Mumbai
statements. Date: May 21, 2020
238
BSE LIMITED
Statement of Profit and Loss for the year ended March 31, 2020
(` in Lakh)
Note For the Year ended For the Year ended
PARTICULARS
No. March 31, 2020 March 31, 2019
1 Revenue from operations: Income from
Securities services 22 13,516 13,634
Services to corporates 23 21,195 21,327
Data dissemination fees 3,152 3,015
Revenue from operations 37,863 37,976
2 Investment income 24 13,956 19,581
3 Other income 25 2,394 3,682
4 Total revenue (1+2+3) 54,213 61,239
5 Expenses
Employee benefits expense 26 9,390 8,479
Depreciation and amortisation expense 3&4&6 4,355 4,402
Computer technology related expenses 27 13,090 12,652
Administration and other expenses 28 18,795 14,313
Liquidity enhancement scheme expenses 219 -
Total expenses 45,849 39,846
6 Profit before exceptional items and tax (4-5) 8,364 21,393
7 Exceptional items [income/(expenses)]:
Net gain on partial disposal of investment in subsidiary/associate measured at cost 40 9,158 511
Voluntary retirement scheme 40 - (54)
Total exceptional items 9,158 457
8 Profit before tax (6+7) 17,522 21,850
9 Tax expense: 29
Current tax 3,177 3,713
Current tax of earlier years - (661)
Deferred tax (3,022) (1,307)
Total tax expenses 155 1,745
10 Profit for the year (8-9) 17,367 20,105
11 Other comprehensive income
Items that will not be reclassified subsequently to statement of profit or loss
i. Remeasurements loss on the defined employee benefit plans; (38) (109)
ii. Income tax on above 29 13 38
Total other comprehensive income for the year (i+ii) (25) (71)
12 Total comprehensive income for the year (10+11) 17,342 20,034
13 Earning per equity share : 30
Basic and diluted before exceptional items (`) 16.72 37.18
Basic and diluted after exceptional items (`) 35.37 38.08
Face value of share (`) 2 2
Weighted average number of equity shares (Nos.) 4,90,94,235 5,27,89,971
Significant accounting policies 2
The accompanying notes form an integral part of the financial statements
Cash Flow Statement for the year ended March 31, 2020
(` in Lakh)
For the year ended For the year ended
PARTICULARS
March 31, 2020 March 31, 2019
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit for the year 17,367 20,105
Adjustments for
Income tax expenses recognised in profit and loss 155 1,745
Depreciation and amortisation expenses 4,355 4,402
Impairment loss on financial assets carried at cost 791 1,420
Net gain on disposal of property, plant and equipment and intangible assets (10) (1)
Impairment loss on financial assets and bad debts write off 1,749 869
Net gain on derecognition of financial assets measured at amortised cost - (3,074)
Net gain on partial disposal of investment in associate measured at cost (9,158) (511)
Net gain arising on financial assets measured at FVTPL (11,529) (8,737)
Interest income (403) (3,902)
Dividend income (2,024) (3,868)
Provision for compensated absences 497 499
Operating cash flow before working capital changes 1,790 8,947
Movements in working capital
(Increase) / decrease in trade receivables (2,831) 134
Increase/ (decrease) in trade payables 3,180 (2,175)
Increase/ (decrease) in provisions 76 99
(Increase) / decrease in other financial assets and other assets (407) (3,165)
Increase / (decrease) in other financial liabilities and other liabilities 8,302 (344)
Cash generated from / (used in) operations 10,110 3,496
Direct taxes paid (net of refunds) (3,502) (2,611)
Net cash generated from / (used in) operating activities 6,608 885
B. CASH FLOW FROM INVESTING ACTIVITIES
Fixed assets
Purchase of fixed assets, including intangible assets, capital work in progress and capital (2,981) (5,698)
advances
Proceeds from sale of fixed assets 15 5
Investments
Net (increase)/decrease in investment in mutual funds 47,910 (68,356)
Proceeds from certificate of deposits - 2,998
Proceeds from bonds and non-convertible debentures 2,500 90,148
Investment in fixed deposits (41,422) (1,387)
Proceeds from fixed deposits 39,298 10,435
Investment in subsidiaries - (7,215)
Proceeds on partial sale of investment in subsidiary/associate 10,102 511
Interest received 592 7,512
Dividend received from Subsidiaries/Associates and Mutual Fund 2,024 3,868
Net cash generated from / (used in) investing activities 58,038 32,821
240
BSE LIMITED
Cash Flow Statement for the year ended March 31, 2020 (Contd.)...
(` in Lakh)
For the year ended For the year ended
PARTICULARS
March 31, 2020 March 31, 2019
C. CASH FLOW FROM FINANCING ACTIVITIES
Payment towards buyback including transaction cost (47,620) (12,300)
Dividend and taxes paid thereon (15,843) (22,545)
Net cash used in financing activities (63,463) (34,845)
Net increase in cash and cash equivalents (A+B+C) 1,183 (1,139)
Cash and cash equivalents at the beginning of the year 1,828 2,967
Cash and cash equivalents at the end of the year * 3,011 1,828
Balances with banks
In current accounts 2,713 428
In deposit accounts with original maturity of 3 months 298 1,400
* Cash and cash equivalents at the end of the year comprises (Refer note 12) 3,011 1,828
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
1. COMPANY OVERVIEW
BSE Limited (Formerly known as Bombay Stock Exchange Limited) herein after referred to as the “Exchange” or “the Company” was established
in 1875 and is Asia’s first Stock Exchange and one of India’s leading exchange groups. The registered office of the Company is at 25th floor, P. J.
Towers, Dalal Street, Mumbai 400 001, Maharashtra, India. Over the past 145 years, BSE has provided a capital-raising platform and provided a
platform for trading in equity, debt instruments, derivatives and mutual funds. It also has a platform for trading in equities of small-and-medium
enterprises (SME). Pursuant to the BSE (Corporatization and Demutualization) Scheme, 2005 (the Scheme) notified by Securities and Exchange
Board of India (“SEBI”) on May 20, 2005, the Exchange completed demutualization and Corporatization in May 2007 bringing about the separation
of the ownership and management.
The equity shares of the Company are listed on the National Stock Exchange of India Limited (NSE).
The financial statements were authorized for issue by the Company’s Board of Directors on May 21, 2020.
(i) Financial assets and financial liabilities measured at fair value (refer accounting policy on financial Instruments);
Estimates and underlying assumptions are reviewed on a periodic basis. Revisions to accounting estimates are recognised in the period in which
the estimates are revised and in any future periods affected. In particular, information about significant areas of estimation, uncertainty and critical
judgments in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements is included
in the following notes:
(i) Income taxes and deferred tax: The Company uses estimates and judgements based on the relevant rulings in the areas of allocation of revenue,
costs, allowances and disallowances which is exercised while determining the provision for income tax. A deferred tax asset is recognised to the
extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilised.
Accordingly, the Company exercises its judgement to reassess the carrying amount of deferred tax assets at the end of each reporting period.
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
2. SIGNIFICANT ACCOUNTING POLICIES (Contd.)..
(ii) Minimum Alternate Tax (“MAT”) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment
to future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax.
Accordingly, MAT is recognised as a deferred tax asset in the Balance Sheet when it is highly probable that future economic benefit
associated with it will flow to the Company. The management estimate the Company to pay normal tax and benefit associated with MAT will
flow to the Company within permissible time limit under Income Tax Act, 1961 to the extent MAT asset recognised.
Impairment of Goodwill: Determining whether goodwill is impaired requires an estimation of the value in use of the cash generating unit to
(iii)
which goodwill has been allocated. The value in use calculation requires to estimate the future cash flows expected to arise from the cash-
generating unit and discount rate in order to calculate present value. Where the actual future cash flows are less than expected, a material
impairment loss may arise. Goodwill is tested for impairment on annual basis.
(iv) Defined employee benefit assets / liabilities determined based on the present value of future obligations using assumptions determined by
the Company with advice from an independent qualified actuary.
(v) Property plant and equipment and investment property: The charge in respect of periodic depreciation is derived after determining an
estimate of an asset’s expected useful life and the expected residual value at the end of its life. The useful life and residual values of the
Company’s assets at the end of its useful life are estimated by management at the time the asset is acquired and reviewed periodically,
including at each financial year end. The useful life are based on historical experience with similar assets as well as anticipation of future
events, which may impact their life, such as changes in technology.
Impairment of trade receivables: The Company estimates the probability of collection of accounts receivable by analyzing historical payment
(vi)
patterns, customer status, customer credit-worthiness and current economic trends. If the financial condition of a customer deteriorates,
additional allowances is made.
Fair value measurement of financial instruments: The Company estimates fair values of the unquoted equity shares using discounted
(vii)
cash flow model. The valuation requires management to make certain assumptions about the model inputs, including forecast cash flows,
discount rate, credit risk and volatility, the probabilities of the various estimates within the range can be reasonably assessed and are used
in management’s estimate of fair value for these unquoted equity investments (refer note 32).
The estimated useful life of assets for the current and comparative period of investment property are as follows:
244
BSE LIMITED
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
2. SIGNIFICANT ACCOUNTING POLICIES (Contd.)..
Freehold land is not depreciated.
Investment property is derecognised upon disposal or when the investment property permanently withdrawn from use and no future
economic benefits are expected from the disposal. Any gain or loss arising on derecognition of the property is included in the Statement of
Profit or Loss in the period in which the property is derecognised.
All financial instruments are recognised initially at fair value. Transaction costs that are attributable to the acquisition of the financial asset
(other than financial assets recorded at fair value through profit or loss) are included in the fair value of the financial assets. Purchase or
sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place
(regular way trade) are recognised on trade date. While, loans and borrowings are recognised net of directly attributable transactions costs.
For the purpose of subsequent measurement, financial instruments of the Company are classified in the following categories: financial
assets (debt instrument) comprising amortised cost, financial assets (debt instrument) comprising Fair Value Through Other Comprehensive
Income (“FVTOCI”), financial asset (equity instruments) at Fair value Through Profit and Loss account (“FVTPL”) and FVTOCI and financial
liabilities at amortised cost or FVTPL.
The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers
the financial asset and the transfer qualifies for derecognition under Ind AS 109. A financial liability (or a part of a financial liability) is
derecognised from the Company’s Balance Sheet when the obligation specified in the contract is discharged or cancelled or expires.
The classification of financial instruments depends on the objective of the business model for which it is held. Management determines the
classification of its financial instruments at initial recognition.
Financial assets
(a) Financial assets (debt instrument) at amortised cost
A financial asset shall be measured at amortised cost if both of the following conditions are met:
• the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual
cash flows and
• the contractual terms of the financial asset give rise on specified dates to cash flows that are Solely Payments of Principal
and Interest on the principal amount outstanding (“SPPI”).
They are presented as current assets, except for those maturing later than 12 months after the reporting date which are presented
as non-current assets. Financial assets are measured initially at fair value plus transaction costs and subsequently carried at
amortised cost using the effective interest method, less any impairment loss.
Amortised cost are represented by investment in interest bearing debt instruments, trade receivables, security deposits, cash and
cash equivalents, employee and other advances and eligible current and non-current assets.
Cash and cash equivalents comprise cash on hand and in banks and demand deposits with banks with original maturity less than
3 months which can be withdrawn at any time without prior notice or penalty on the principal.
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
2. SIGNIFICANT ACCOUNTING POLICIES (Contd.)..
For the purposes of the cash flow statement, cash and cash equivalents include cash on hand, in banks and demand deposits with
banks, net of outstanding bank overdrafts that are repayable on demand, book overdraft and are considered part of the Company’s
cash management system.
• the objective of the business model is achieved by both collecting contractual cash flows and selling financial assets and
• the asset’s contractual cash flow represent SPPI debt instruments included within FVTOCI category are measured initially as
well as at each reporting period at fair value plus transaction costs.
Fair value movements are recognised in Other Comprehensive Income (“OCI”). However, the Company recognises interest income,
impairment losses & reversals and foreign exchange gain loss in Profit or Loss. On derecognition of the asset, cumulative gain or
loss previously recognised in OCI is reclassified from equity to profit and loss. Interest earned is recognised under the expected
interest rate (EIR) model.
Currently the Company has not classified any interest bearing debt instrument under this category.
If the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding
dividend are recognised in OCI which is not subsequently recycled to Profit or Loss.
Currently the Company has not classified any equity instrument at FVTOCI.
If the Company decides to classify an equity instrument as at FVTPL, then all fair value changes on the instrument and dividend are
recognised in Profit or Loss.
Earmarked Funds
Earmarked Funds represent deposits, margins, etc. held for specific purposes. These amounts are invested and the same are earmarked
in the Balance Sheet. Investment income earned on financial instrument measured at amortised cost is credited to respective earmarked
liabilities and not credited to the Statement of Profit or Loss. The Gain/ (Loss) on Fair Value of the investments from these earmarked funds
are shown as liabilities/asset and are not routed through the Profit or Loss.
246
BSE LIMITED
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
2. SIGNIFICANT ACCOUNTING POLICIES (Contd.)..
Financial liabilities
(a) Financial liabilities at amortised cost
Financial liabilities at amortised cost represented by trade and other payables are initially recognised at fair value, and subsequently
carried at amortised cost using the effective interest method.
(b) Depreciation: The Company depreciates property, plant and equipment over the estimated useful life on a written down method basis
from the date the assets are ready for intended use including for assets acquired under finance lease. However, assets acquired
under finance lease and leasehold improvements are amortised over the lower of estimated useful life and lease term if there is no
reasonable certainty that the Company will obtain ownership by the end of lease term. The estimated useful life of assets for the
current and comparative period of significant items of property, plant and equipment are as follows:
Depreciation methods, useful life and residual values are reviewed at each reporting date, with the effect of any changes in estimate
accounted for on a prospective basis.
When parts of an item of property, plant and equipment have different useful life, they are accounted for as separate items (major
components) of property, plant and equipment. Subsequent expenditure relating to property, plant and equipment is capitalized only
when it is probable that future economic benefits associated with these will flow to the Company and the cost of the item can be
measured reliably. Repairs and maintenance costs are recognised in the Statement of Profit and Loss when incurred. The cost and
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
2. SIGNIFICANT ACCOUNTING POLICIES (Contd.)..
related accumulated depreciation are eliminated from the financial statements upon sale or disposition of the asset and the resultant
gains or losses are recognised in the Profit or Loss.
Amounts paid towards the acquisition of property, plant and equipment outstanding as of each reporting date and the cost of
property, plant and equipment not ready for intended use before such date are disclosed under capital work- in-progress.
Amortisation methods, useful life and residual values are reviewed at each reporting date, with the effect of any changes in estimate
accounted for on a prospective basis.
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses
arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount
of the asset, and are recognised in profit or loss when the asset is derecognised.
(vii) Leases:
As a Lessee:
The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract
conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:
2. the Company has substantially all of the economic benefits from use of the asset through the period of the lease; and
3. the Company has the right to direct the use of the asset.
At the date of commencement of the lease, the Company recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all
lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases.
For these short-term and low value leases, the Company recognizes the lease payments as an operating expense on a straight-line basis
over the term of the lease.
The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease
payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are
subsequently measured at cost less accumulated depreciation and impairment losses.
248
BSE LIMITED
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
2. SIGNIFICANT ACCOUNTING POLICIES (Contd.)..
Certain lease arrangements includes the options to extend or terminate the lease before the end of the lease term. ROU assets and lease
liabilities includes these options when it is reasonably certain that they will be exercised.
Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful
life of the underlying asset. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that
their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair
value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that
are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU)
to which the asset belongs.
The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are
discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of
domicile of these leases. Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset if the Company
changes its assessment if whether it will exercise an extension or a termination option.
For short-term and low value leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the
lease term.
As a Lessor:
Lease income from operating leases where the Company is a lessor is recognised in income on a straight-line basis over the lease term
unless the receipts are structured to increase in line with expected general inflation to compensate for the expected inflationary cost
increases. The respective leased assets are included in the balance sheet based on their nature.
(viii) Impairment
(a) Financial assets carried at amortised cost and FVTOCI
In accordance with Ind AS 109, the Company applies Expected Credit Loss (ECL) model for measurement and recognition of
impairment loss. The Company follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivable.
The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognises impairment
loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.
For recognition of impairment loss on other financial assets and risk exposure, the Company determines that whether there has
been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is
used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If in subsequent period,
credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then
the entity reverts to recognising impairment loss allowance based on 12 month ECL. Lifetime ECLs are the expected credit losses
resulting from all possible default events over the expected life of a financial instrument. The 12 month ECL is a portion of the lifetime
ECL which results from default events that are possible within 12 months after the reporting date. ECL is the difference between all
contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the entity expects to
receive (i.e. all shortfalls), discounted at the original EIR. When estimating the cash flows, an entity is required to consider:
• All contractual terms of the financial instrument (including prepayment, extension etc.) over the expected life of the financial
instrument. However, in rare cases when the expected life of the financial instrument cannot be estimated reliably, then the
entity is required to use the remaining contractual term of the financial instrument.
• Cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
2. SIGNIFICANT ACCOUNTING POLICIES (Contd.)..
The Company has used a practical expedient by computing the expected credit loss allowance for trade receivable based on a
detailed analysis of trade receivable by individual departments.
ECL impairment loss allowance (or reversal) recognised during the year is recognised as income/expense in the Statement of Profit
and Loss.
Financial assets measured at amortised cost, contractual revenue receivable: ECL is presented as an allowance, i.e. as an integral
part of the measurement of those assets in the balance sheet. The allowance reduces the net carrying amount. Until the asset meets
write off criteria, the Company does not reduce impairment allowance from the gross carrying amount.
The recoverable amount of an asset or cash-generating unit (as defined below) is the greater of its value in use and its fair value
less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose
of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing
use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”).
(a) Gratuity:
In accordance with the Payment of Gratuity Act, 1972, the Company provides for a lump sum payment to eligible employees,
at retirement or termination of employment based on the last drawn salary and years of employment with the Company. The
250
BSE LIMITED
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
2. SIGNIFICANT ACCOUNTING POLICIES (Contd.)..
Company’s obligation in respect of the gratuity plan, which is a defined benefit plan, is provided for based on actuarial valuation
using the projected unit credit method.
Actuarial gains or losses are recognised in other comprehensive income. Further, the profit or loss does not include an expected
return on plan assets. Instead net interest recognised in profit or loss is calculated by applying the discount rate used to measure
the defined benefit obligation to the net defined benefit liability or asset. The actual return on the plan assets above or below the
discount rate is recognised as part of re-measurement of net defined liability or asset through Other Comprehensive Income.
Remeasurements comprising actuarial gains or losses and return on plan assets (excluding amounts included in net interest on the
net defined benefit liability) are not reclassified to profit or loss in subsequent periods.
(c) Provident fund, pension fund and new national pension scheme:
The Company offers its employees defined contribution plan in the form of provident fund, family pension fund and new national
pension scheme. The Company recognises contribution made towards provident fund, family pension fund and new national
pension scheme in the Statement of Profit and Loss.
The employer and employees’ contribution to provident fund is managed by BSE Employees’ Provident Fund Trust. The trust
invests in specific designated instruments as permitted by Indian law. The remaining portion is contributed to the government
administered pension fund. The rate at which the annual interest is payable to the beneficiaries by the trust is being administered
by the Government. The Company has an obligation to make good the shortfall, if any, between the return from the investments
of the Trust and the notified interest rate.
(x) Provisions
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that
an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the
reporting period, taking into account the risks and uncertainties surrounding the obligation.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable
is recognised as an asset, if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured
reliably.
Provisions for onerous contracts are recognised when the expected benefits to be derived by the Company from a contract are lower than
the unavoidable costs of meeting the future obligations under the contract. Provisions for onerous contracts are measured at the present
value of lower of the expected net cost of fulfilling the contract and the expected cost of terminating the contract.
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
2. SIGNIFICANT ACCOUNTING POLICIES (Contd.)..
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate,
the risks specific to the liability.
Provisions are reviewed at each balance sheet date adjusted to reflect the current best estimates. Contingent liabilities are recognized when
economic outflow is probable and disclosed when economic outflow is possible. Contingent assets are not disclosed but recognized when
economic inflow is certain.
(xi) Revenue
The Company has applied Ind AS 115 Revenue from Contracts with Customers which establishes a comprehensive framework for
determining whether, how much and when revenue is to be recognised. Ind AS 115 replaces Ind AS 18 Revenue. The Company has adopted
Ind AS 115 using the cumulative effect method. The effect of initially applying this standard is recognised at the date of initial application
(i.e. April 1, 2018). There was no impact on the adoption of the standard on the financial statements of the Company.
The Company derives revenue primarily from Services to Corporate and Securities Services. The Company recognises revenue when the
significant terms of the arrangement are enforceable, services have been delivered and the collectability is reasonably assured. The method
for recognizing revenues and costs depends on the nature of the services rendered:
The Company accounts for volume discounts and pricing incentives to customers by reducing the amount of revenue
recognised at the time of sale / services rendered. Revenues are shown net of goods and service tax, sales tax, value
added tax, service tax and applicable discounts and allowances.
Interest income on bond is recognised as it accrues in the Statement of Profit and Loss, using the effective interest method and interest
income on deposits with banks is recognised on a time proportion accrual basis taking into the account the amount outstanding and the
rate applicable.
Dividend income is recognised in the Profit or Loss on the date that the Company’s right to receive payment is established.
Interest expenses consist of interest expense on loans, borrowings and finance lease. Borrowing costs are recognised in the Profit or Loss
using the effective interest method.
252
BSE LIMITED
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
2. SIGNIFICANT ACCOUNTING POLICIES (Contd.)..
(xiii) Income tax
Income tax comprises current and deferred tax. Income tax expense is recognised in the Profit or Loss except to the extent it relates to items
directly recognised in equity or in other comprehensive income.
Deferred income tax asset are recognised to the extent that it is probable that taxable profit will be available against which the
deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized. Deferred
income tax liabilities are recognised for all taxable temporary differences.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Deferred
income tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized or
the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Deferred tax assets include Minimum Alternate Tax (MAT) paid in accordance with the tax laws in India, which is likely to give
future economic benefits in the form of availability of set off against future income tax liability. Accordingly, MAT is recognised as
deferred tax asset in the balance sheet when the asset can be measured reliably and it is probable that the future economic benefit
associated with the asset will be realised.
The Company recognises interest levied and penalties related to income tax assessments in income tax expenses.
Diluted earnings per share is computed by dividing the net profit after tax by the weighted average number of equity shares considered
for deriving basic earnings per share and also weighted average number of equity shares that could have been issued upon conversion of
all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the period, unless issued
at a later date. Dilutive potential equity shares are determined independently for each period presented. The number of equity shares and
potentially dilutive equity shares are adjusted for bonus shares, consolidation of shares, etc. as appropriate.
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
2. SIGNIFICANT ACCOUNTING POLICIES (Contd.)..
(xv) Current / Non-current classification
The company present assets and liabilities in the balance sheet based on current/non-current classification
Assets: An asset is classified as current when it satisfies any of the following criteria:
(a) it is expected to be realised in, or is intended for sale or consumption in, the entity’s normal operating cycle;
(b) it is held primarily for the purpose of being traded;
(c) it is expected to be realised within twelve months after the balance sheet date; or
(d) it is cash or a cash equivalent unless it is restricted from being exchanged or used to settle a liability for atleast twelve months after
the balance sheet date
(e) All other assets are classified as non-current.
Liabilities: A liability is classified as current when it satisfies any of the following criteria:
254
3. PROPERTY, PLANT AND EQUIPMENT
Freehold Buildings Plant and Electrical Computers Furniture Office Motor Total
land equipments installations Hardware and Hardware and and fixtures equipments vehicles
PARTICULARS networking networking
equipments - equipments - on
owned lease
Cost
Balance as at April 1, 2018 1,056 3,403 1,714 2,993 9,995 130 777 1,140 20 21,228
Additions during the year - 14 10 29 1,825 - 26 71 - 1,975
Deductions / adjustments - - 4 15 609 - 7 - - 635
Depreciation for the year - 223 152 251 1,983 13 84 109 1 2,816
Deductions / adjustments - - 18 2 468 - 17 - 16 521
Balance as at March 31, 2020 - 1,344 1,066 2,312 8,822 130 564 1,107 - 15,345
Net Book Value
As at March 31, 2020 1,056 2,073 641 693 4,280 - 235 118 - 9,096
As at March 31, 2019 1,056 2,296 788 944 3,904 13 299 213 5 9,518
Note:
The land and building having a carrying amount of ` 579 (` 724 as at March 31, 2019) shown under the head “Property Plant and Equipment” in the books of accounts, out
of which title deeds of two properties are not available and title deeds of the remaining two properties are in the name of erstwhile legal entity. Further, The process for transfer
of the same in the name of BSE is currently under process.
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
BSE LIMITED
255
ANNUAL REPORT 2019-20
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
4. INVESTMENT PROPERTY
PARTICULARS Freehold Land Buildings Total
Cost
Balance as at April 1, 2018 10 516 526
Additions during the year - - -
Deductions / adjustments - - -
Balance as at March 31, 2019 10 516 526
256
BSE LIMITED
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
4. INVESTMENT PROPERTIES (Contd.)..
5 Minimum lease payments receivable under non-cancellable operating lease of investments properties are as follows:
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
Not later than 1 year 64 119
Later than 1 year and not longer than 5 years - 58
Later than 5 years - -
6 No contingent rent recognised / (adjusted) in the Profit or Loss in respect of operating lease.
5. GOODWILL
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
Cost or deemed cost 785 785
Accumulated impairment losses 785 785
Net Book value - -
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
Cost or deemed cost
Balance at the beginning of the year 785 785
Balance at the end of the year 785 785
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
6. OTHER INTANGIBLE ASSETS (Contd.)..
PARTICULARS Software Total
Accumulated amortisation
Balance as at April 1, 2018 2,827 2,827
Amortisation for the year 1,269 1,269
Deductions / Adjustments - -
Balance as at March 31, 2019 4,096 4,096
7. INVESTMENTS IN SUBSIDIARIES
As at March 31, 2020 As at March 31, 2019
PARTICULARS
Quantity Amount Quantity Amount
Non-current Investments
Un-quoted Investments (all fully paid)
Investment in Equity Instruments at Cost
Wholly owned subsidiaries
- Indian Clearing Corporation Limited 3,54,00,00,000 35,400 3,54,00,00,000 35,400
(Equity shares of ` 1 each)
- Marketplace Technologies Private Limited 5,00,00,000 4,250 5,00,00,000 4,250
(Equity shares of ` 1 each)
- BSE Institute Limited 50,00,00,000 5,000 50,00,00,000 5,000
(Equity shares of ` 1 each)
- BSE Investments Limited 37,00,00,000 3,700 37,00,00,000 3,700
(Equity shares of ` 1 each)
- BSE Sammaan CSR Limited 26,00,000 260 26,00,000 260
(Equity shares of ` 10 each)
- India International Exchange (IFSC) Limited 1,25,00,00,000 12,500 1,25,00,00,000 12,500
(Equity shares of ` 1 each)
- India International Clearing Corporation (IFSC) Limited 80,00,00,000 8,000 80,00,00,000 8,000
(Equity shares of ` 1 each)
258
BSE LIMITED
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
7. INVESTMENTS IN SUBSIDIARIES (Contd.)..
As at March 31, 2020 As at March 31, 2019
PARTICULARS
Quantity Amount Quantity Amount
Other subsidiaries
- BSE CSR Integrated Foundation 37,500 4 37,500 4
(Equity shares of ` 10 each)
(Voting right - 75%, (March 31, 2019 - 75%))
- BFSI Sector Skill Council of India 1,00,00,000 100 1,00,00,000 100
(Equity shares of ` 1 each)
(Voting right - 48.78%, (March 31, 2019 - 48.78%))
69,214 69,214
Less : Provision for diminution (364) (364)
Total 68,850 68,850
Aggregate carrying value of un-quoted 69,214 69,214
Aggregate amount of impairment in value of investments in subsidiaries 364 364
Note: Principle place of business of all the above investments are based out in India.
8. INVESTMENTS IN ASSOCIATES
As at March 31, 2020 As at March 31, 2019
PARTICULARS
Quantity Amount Quantity Amount
Non-current Investments
Associates - Investments in equity shares measured at cost
Un-quoted Investments (all fully paid)
- Asia Index Private Limited 5,000 1 5,000 1
(Equity shares of ` 10 each)
(Voting right - 50%, (March 31, 2019 - 50%))
Total (A) 1 1
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
8. INVESTMENTS IN ASSOCIATES (Contd.)..
As at March 31, 2020 As at March 31, 2019
PARTICULARS
Quantity Amount Quantity Amount
Associate
Quoted Investments (all fully paid)
- Central Depository Services (India) Limited 2,09,00,000 4,722 2,50,80,000 5,666
(Equity shares of ` 10 each)
(Voting right - 20%, (March 31, 2019 - 24%))
Total (B) 4,722 5,666
Total (A+B) 4,723 5,667
Aggregate book value of quoted investments 4,722 5,666
Aggregate market value of quoted investments 44,810 60,832
Aggregate carrying value of un-quoted investments 1 1
Aggregate amount of impairment in value of investments in associate - -
Note : Principle place of business of all the above investments are based out in India.
9. OTHER INVESTMENTS
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
Non-current investments
Un-quoted investments (all fully paid)
Investment in equity instruments at FVTPL
- Calcutta Stock Exchange Limited - -
(Equity share of ` 1 each)
Total investment in equity instruments at FVTPL - -
Quoted investments
Investments in debentures measured at amortised cost
Owned
- Non-convertible debentures - 2,000
- 2,000
Investments in mutual funds measured at FVTPL
Owned
- Units of growth oriented debt schemes of mutual funds 38,749 66,544
38,749 66,544
Less : Provision for diminution - 250
Total non-current investments 38,749 68,294
260
BSE LIMITED
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
9. OTHER INVESTMENTS (Contd.)..
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
Aggregate amount of quoted investments 38,749 68,544
Market value of quoted investments 38,749 68,557
Aggregate amount of unquoted investments - -
Aggregate amount of impairment in value of investments - 250
Current investments
Quoted investments
Investments in mutual funds measured at FVTPL
Owned
- Units of growth oriented debt schemes of mutual funds 88,124 58,604
- Units of dividend oriented debt schemes of mutual funds 4,344 46,169
- Investment in exchange traded funds through asset management company 3,699 1,453
96,167 1,06,226
Earmarked
- Units of dividend oriented debt schemes of mutual funds 6,045 4,467
6,045 4,467
Current portion of non-current investments
Un-quoted investments (all fully paid)
Investments in debentures measured at amortised cost
Owned
- Non-convertible debentures - 1,000
- 1,000
Quoted investments
Investments in debentures measured at amortised cost
Owned
Non-convertible debentures 3,200 2,702
3,200 2,702
Accrued interest 1 153
Less : Provision for diminution 1,705 712
Total current investments 1,03,708 1,13,836
Aggregate amount of quoted investments 1,05,413 1,13,544
Market value of quoted investments 1,05,446 1,13,547
Aggregate amount of unquoted investments - 1,004
Market value of unquoted investments - 1,007
Aggregate amount of impairment in value of investments 1,705 712
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
9. OTHER INVESTMENTS (Contd.)..
Balance as on Balance as on
Sr. March 31, 2020 March 31, 2019
COMPANY NAME
No.
Quantity Amount Quantity Amount
Non-Current Investments
Own Funds
Trade Investment
Investments in Equity Instruments (Own Funds)
1 Equity Shares of Calcutta Stock Exchange Ltd. of ` 1/- each 30,875 - 30,875 -
Total - -
Balance as on Balance as on
Sr. March 31, 2020 March 31, 2019
SCHEME NAME
No.
Units Amount Units Amount
(a) Own Funds
Investments in Debentures (Quoted)
Non Convertible Debentures
1 8.75%-Infrastructure Leasing & Financial Services Limited-29Jul2020 - - 50,000 500
2 8.60%-LIC Housing Finance Limited-28Dec2020 - - 150 1,500
Total - 2,000
Investments in Mutual Funds measured at FVTPL
Units of Growth Oriented Debt Schemes of Mutual Funds
1 Aditya Birla Sun Life - Fixed Term Plan - Series OE - 1153 Days - Direct - - 50,00,000 578
- Growth Plan
2 Aditya Birla Sun Life - Fixed Term Plan - Series OK - 1135 Days - Direct - - 3,00,00,000 3,460
- Growth Plan
3 Aditya Birla Sun Life - Fixed Term Plan - Series OI - 1120 Days - Direct - - 50,00,000 579
- Growth Plan
4 Aditya Birla Sun Life - Fixed Term Plan - Series PR - 1134 Days - Direct 1,50,00,000 1,766 1,50,00,000 1,620
- Growth Plan
5 Aditya Birla Sun Life - Fixed Term Plan - Series OT - 1117 Days - Direct - - 1,00,00,000 1,113
- Growth Plan
6 DHFL Pramerica - Fixed Duration Fund - Series AH - 1106 Days - Direct - - 2,00,000 2,232
- Growth Plan
7 DHFL Pramerica - Fixed Duration Fund - Series AG - 1120 Days - Direct - - 90,000 1,038
- Growth Plan
8 DHFL Pramerica - Fixed Duration Fund - Series AE - Direct - Growth - - 50,000 579
Plan
9 DSP Blackrock - Fixed Maturity Plan - Series 204 - Direct - Growth Plan - - 50,00,000 577
10 DSP Blackrock - Fixed Maturity Plan - Series 209 - 37M - Direct - - - 30,00,000 345
Growth Plan
262
BSE LIMITED
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
9. OTHER INVESTMENTS (Contd.)..
Balance as on Balance as on
Sr. March 31, 2020 March 31, 2019
SCHEME NAME
No.
Units Amount Units Amount
11 DSP Blackrock - Fixed Maturity Plan - Series 205 - 37M - Direct - - - 50,00,000 577
Growth Plan
12 Franklin India - Fixed Maturity Plan - Series 2 - Plan A - 1224D - Direct 1,00,00,000 1,188 1,00,00,000 1,090
- Growth Plan
13 HDFC - Fixed Maturity Plan - 1150D - Series 37(I) - Direct - Growth - - 50,00,000 578
Plan
14 ICICI Prudential - Fixed Maturity Plan - Series 80 Plan P - 1231 D - - - 50,00,000 579
Direct - Growth Plan
15 ICICI Prudential - Fixed Maturity Plan - Series 80 Plan J - 1253 Days - - - 50,00,000 580
Direct - Growth Plan
16 ICICI Prudential - Fixed Maturity Plan - Series 80 Plan O - 1233 Days - - 1,00,00,000 1,159
- Direct - Growth Plan
17 ICICI Prudential - Fixed Maturity Plan - Series 80 Plan T - 1225 Days - - - 50,00,000 577
Direct - Growth Plan
18 ICICI Prudential - Fixed Maturity Plan - Series 82 Plan A - 1236 Days 1,00,00,000 1,195 1,00,00,000 1,096
- Direct - Growth Plan
19 IDFC - Fixed Term Plan - Series 131 - 1139 Days - Direct - Growth Plan - - 20,00,000 230
20 IDFC - Fixed Term Plan - Series 129 - 1147 Days - Direct - Growth Plan - - 50,00,000 578
21 Invesco - Fixed Maturity Plan - Series 29 - Plan B - 1150 Days - Direct - - 1,00,00,000 1,153
- Growth Plan
22 Kotak - Fixed Maturity Plan - Series 200 - 1158 D - Direct - Growth - - 50,00,000 578
Plan
(a) Own Funds
Units of Growth Oriented Debt Schemes of Mutual Funds
23 Kotak - Fixed Maturity Plan - Series 202 - 1144D - Direct - Growth Plan - - 1,00,00,000 1,151
24 Kotak - Fixed Maturity Plan - Series 204 - 1141D - Direct - Growth Plan - - 50,00,000 569
25 Kotak - Fixed Maturity Plan - Series 211 - 1105D - Direct - Growth Plan - - 50,00,000 550
26 Kotak - Fixed Maturity Plan - Series 212 -1260D -Direct - Growth 50,00,000 596 50,00,000 546
27 Kotak - Fixed Maturity Plan - Series 213 -1230D -Direct - Growth 50,00,000 596 50,00,000 547
28 Reliance - Fixed Horizon Fund - XXXIII Series 1 - Direct - Growth Plan - - 50,00,000 581
29 Reliance - Fixed Horizon Fund - XXXIII Series 3 - Direct - Growth Plan - - 50,00,000 579
30 Reliance - Fixed Horizon Fund - XXXIII Series 4 - 1208 Days - Direct - - 1,00,00,000 1,159
- Growth Plan
31 Reliance - Fixed Horizon Fund - XXXIII Series 6 - 1201D - Direct - - - 3,00,00,000 3,463
Growth Plan
32 Reliance - Fixed Horizon Fund - XXXIV Series 4 - 1132 Days - Direct - - 50,00,000 567
- Growth Plan
33 Reliance - Fixed Horizon Fund - XXXIV Series 7 - 1105 Days - Direct - - 1,50,00,000 1,691
- Growth Plan
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
9. OTHER INVESTMENTS (Contd.)..
Balance as on Balance as on
Sr. March 31, 2020 March 31, 2019
SCHEME NAME
No.
Units Amount Units Amount
34 Reliance - Fixed Horizon Fund - XXXIV Series 9 - 1130 Days - Direct - - 1,20,00,000 1,344
- Growth Plan
35 Reliance - Fixed Horizon Fund - XXXV Series 11 - 1242 Days - Direct 50,00,000 598 50,00,000 548
- Growth Plan
36 Reliance - Fixed Horizon Fund - XXXV Series 6 -1263 Days - Direct - 1,00,00,000 1,198 1,00,00,000 1,098
Growth Plan
37 Reliance - Fixed Horizon Fund - XXXVI Series 9 - 1139 Days - Direct 1,00,00,000 1,174 1,00,00,000 1,076
- Growth Plan
38 Reliance - Fixed Horizon Fund - XXXIII Series 7 - 1197 Days - Direct - - 80,00,000 923
- Growth Plan
39 UTI - Fixed Term Income Fund - XXVI - 1146 Days - Direct - Growth - - 1,00,00,000 1,155
Plan
40 UTI - Fixed Term Income Fund - XXVI - VIII - 1154 Days - Direct - - - 30,00,000 345
Growth Plan
41 Aditya Birla Sun Life Fixed Term Plan Series PU 1463 Days Direct - 1,00,00,000 1,203 1,00,00,000 1,093
Growth
42 Aditya Birla Sun Life Fixed Term Plan Series PV 1462 Days Direct- 1,00,00,000 1,204 1,00,00,000 1,094
Growth
43 Aditya Birla Sun Life Fixed Term Plan - Series RC (1295 days) Direct 2,00,00,000 2,333 2,00,00,000 2,131
- Growth
44 Aditya Birla Sun Life Fixed Term Plan - Series RL (1254 days) Direct 40,00,000 463 40,00,000 422
Growth
45 Canara Robeco Fixed Maturity Plan Series-8(1103 Days) Direct Growth 30,00,000 347 30,00,000 318
46 DSP BlackRock Fixed Maturity Plan Series 232 - 36M - Direct - Growth 1,00,00,000 1,180 1,00,00,000 1,082
47 HDFC Fixed Maturity Plan 1115D Sep 2018 Plan Direct Growth 1,00,00,000 1,168 1,00,00,000 1,068
48 HDFC Fixed Maturity Plan 1274D October 2018 Direct Growth 1,00,00,000 1,170 1,00,00,000 1,064
49 ICICI Prudential Fixed Maturity Plan - Series 84 1286 Days - Plan F - 50,00,000 585 50,00,000 532
Direct Growth
50 ICICI Prudential Fixed Maturity Plan - Series 84 1275 Days - Plan K - 1,00,00,000 1,166 1,00,00,000 1,061
Direct Growth
51 IDFC Fixed Term Plan Series 156 - 1103D - Direct - Growth 50,00,000 585 50,00,000 536
52 Invesco India Fixed Maturity Plan Series 31-Plan D-1468D-Direct 1,00,00,000 1,197 1,00,00,000 1,088
Growth
53 Invesco India Fixed Maturity Plan Sr. 32 Plan E ( 1099 Days)- Direct 1,00,00,000 1,167 1,00,00,000 1,068
Growth
54 Kotak Fixed Maturity Plan Series 226 - 1470D - Direct - Growth 1,00,00,000 1,202 1,00,00,000 1,092
55 Kotak Fixed Maturity Plan Series 245 - 1140 D - Direct-Growth 1,00,00,000 1,160 1,00,00,000 1,060
56 Kotak Fixed Maturity Plan Series 248 - 1300 Days Direct Growth 1,00,00,000 1,172 1,00,00,000 1,065
264
BSE LIMITED
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
9. OTHER INVESTMENTS (Contd.)..
Balance as on Balance as on
Sr. March 31, 2020 March 31, 2019
SCHEME NAME
No.
Units Amount Units Amount
57 Kotak Fixed Maturity Plan Series 250 - 1314 Days Direct Growth 1,00,00,000 1,166 1,00,00,000 1,059
58 L&T Fixed Maturity Plan Series XVIII 1104 Days Direct Growth 50,00,000 578 50,00,000 530
59 Reliance Fixed Horizon Fund XXXVII-Series 5-Direct Growth(1105 D) 1,00,00,000 1,181 1,00,00,000 1,082
60 Reliance Fixed Horizon Fund XXXVII Series 6 - 1417D - Dir - Growth 1,00,00,000 1,206 1,00,00,000 1,095
61 Reliance Fixed Horizon Fund XXXVIII Series 6 - 1119D - Dir - Growth 1,00,00,000 1,150 1,00,00,000 1,066
62 Reliance Fixed Horizon Fund XXXIX Series 4 - 1323 Days - Direct - 1,00,00,000 1,184 1,00,00,000 1,075
Growth
63 Reliance Fixed Horizon Fund XXXIX Series 6 - 1316 Days - Direct - 1,00,00,000 1,180 1,00,00,000 1,072
Growth
64 Reliance Fixed Horizon Fund XXXIX Series 9 - 1296 Days - Direct - 1,00,00,000 1,170 1,00,00,000 1,063
Growth
65 Reliance Fixed Horizon Fund XXXIX Series 14 - 1275 Days - Direct - 1,20,00,000 1,401 1,20,00,000 1,273
Growth
66 Sundaram Fixed Term Plan - IK - 1098 days -Direct - Growth 50,00,000 586 50,00,000 536
67 UTI Fixed Term Income Fund - XXX-V - 1135D - Dir - Growth 1,00,00,000 1,167 1,00,00,000 1,068
68 UTI Fixed Term Income Fund Series XXX - VIII (1286 days) Direct Growth 50,00,000 586 50,00,000 534
69 UTI Fixed Term Income Fund Series XXX - X (1267 days) Direct Growth 50,00,000 581 50,00,000 529
Total 38,749 66,544
Current Investment
(a) Own Funds
Investments in Mutual Funds measured at FVTPL
Units Of Growth Oriented Debt Schemes Of Mutual Funds
1 Aditya Birla Sun Life Short Term Fund - Direct -Growth Plan 31,11,334 2,454 31,11,334 2,245
2 DSP BR Banking and PSU Debt Fund - Direct - Growth Plan 69,74,911 1,235 69,74,911 1,121
3 DSP BR Short Term Fund - Direct - Growth Plan 67,79,661 2,436 67,79,661 2,229
4 HDFC Medium Term Opportunities Fund - Direct - Growth 2,67,71,755 6,180 2,67,71,755 5,605
5 IDFC Corporate Bond Fund - Direct - Growth Plan 6,07,20,257 8,478 6,07,20,257 7,809
6 Kotak Bond Short Term Plan - Direct - Growth Plan - - 1,04,07,748 3,796
7 L&T Triple Ace Bond Fund - Direct - Growth Plan 1,23,86,929 6,846 1,23,86,929 5,998
8 Sundaram Banking and PSU Debt Fund - Direct - Growth Plan 1,13,65,057 3,642 1,13,65,057 3,342
9 L&T Short Term Bond Fund Direct - Growth Plan 1,11,72,248 2,250 1,11,72,248 2,052
10 Reliance Nivesh Lakshya Fund Direct - Growth Plan 7,16,88,726 9,376 9,45,77,039 10,496
11 Reliance Banking & PSU Debt Fund Direct - Growth Plan 3,01,30,692 4,545 3,01,30,692 4,097
12 Sundaram Corporate Bond Fund Direct - Growth Plan 38,89,628 1,143 38,89,628 1,032
13 Kotak Banking & PSU Debt Fund - Direct Growth Plan 35,82,363 1,707 35,82,363 1,539
14 Invesco India Corporate Bond Fund Direct - Growth Plan 70,730 1,703 70,730 1,549
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
9. OTHER INVESTMENTS (Contd.)..
Balance as on Balance as on
Sr. March 31, 2020 March 31, 2019
SCHEME NAME
No.
Units Amount Units Amount
15 HDFC Liquid Fund - Direct - Growth Plan 22,295 870 98,356 3,618
16 BOI AXA Arbitrage Fund Direct Growth Plan - - 49,55,500 519
17 Edelweiss Arbitrage Fund Direct Growth Plan 36,54,677 553 36,54,677 515
18 IDFC Arbitrage Fund Direct Growth Plan 21,66,444 557 21,66,444 522
19 L&T Arbitrage Opportunities Fund Direct Growth Plan 37,31,343 557 37,31,343 520
20 Aditya Birla Sun Life - Fixed Term Plan - Series OE - 1153 Days - Direct 50,00,000 621 - -
- Growth Plan
21 Aditya Birla Sun Life - Fixed Term Plan - Series OK - 1135 Days - Direct 3,00,00,000 3,725 - -
- Growth Plan
22 Aditya Birla Sun Life - Fixed Term Plan - Series OI - 1120 Days - Direct 50,00,000 622 - -
- Growth Plan
23 Aditya Birla Sun Life - Fixed Term Plan - Series OT - 1117 Days - Direct 1,00,00,000 1,203 - -
- Growth Plan
24 DHFL Pramerica - Fixed Duration Fund - Series AH - 1106 Days - Direct 2,00,000 2,415 - -
- Growth Plan
25 DHFL Pramerica - Fixed Duration Fund - Series AG - 1120 Days - Direct 90,000 1,116 - -
- Growth Plan
26 DHFL Pramerica - Fixed Duration Fund - Series AE - Direct - Growth 50,000 623 - -
Plan
27 DSP Blackrock - Fixed Maturity Plan - Series 204 - Direct - Growth Plan 50,00,000 620 - -
28 DSP Blackrock - Fixed Maturity Plan - Series 209 - 37M - Direct - 30,00,000 370 - -
Growth Plan
29 DSP Blackrock - Fixed Maturity Plan - Series 205 - 37M - Direct - 50,00,000 620 - -
Growth Plan
30 HDFC - Fixed Maturity Plan - 1150D - Series 37(I) - Direct - Growth 50,00,000 621 - -
Plan
31 ICICI Prudential - Fixed Maturity Plan - Series 80 Plan P - 1231 D - 50,00,000 626 - -
Direct - Growth Plan
32 ICICI Prudential - Fixed Maturity Plan - Series 80 Plan J - 1253 Days - 50,00,000 624 - -
Direct - Growth Plan
33 ICICI Prudential - Fixed Maturity Plan - Series 80 Plan O - 1233 Days 1,00,00,000 1,249 - -
- Direct - Growth Plan
34 ICICI Prudential - Fixed Maturity Plan - Series 80 Plan T - 1225 Days - 50,00,000 623 - -
Direct - Growth Plan
35 IDFC - Fixed Term Plan - Series 131 - 1139 Days - Direct - Growth Plan 20,00,000 248 - -
36 IDFC - Fixed Term Plan - Series 129 - 1147 Days - Direct - Growth Plan 50,00,000 620 - -
37 Invesco - Fixed Maturity Plan - Series 29 - Plan B - 1150 Days - Direct 1,00,00,000 1,242 - -
- Growth Plan
266
BSE LIMITED
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
9. OTHER INVESTMENTS (Contd.)..
Balance as on Balance as on
Sr. March 31, 2020 March 31, 2019
SCHEME NAME
No.
Units Amount Units Amount
(a) Own Funds
Units of Growth Oriented Debt Schemes of Mutual Funds
38 Kotak - Fixed Maturity Plan - Series 200 - 1158 D - Direct - Growth 50,00,000 621 - -
Plan
39 Kotak - Fixed Maturity Plan - Series 202 - 1144D - Direct - Growth Plan 1,00,00,000 1,237 - -
40 Kotak - Fixed Maturity Plan - Series 204 - 1141D - Direct - Growth Plan 50,00,000 614 - -
41 Kotak - Fixed Maturity Plan - Series 211 - 1105D - Direct - Growth Plan 50,00,000 596 - -
42 Reliance - Fixed Horizon Fund - XXXIII Series 1 - Direct - Growth Plan 50,00,000 627 - -
43 Reliance - Fixed Horizon Fund - XXXIII Series 3 - Direct - Growth Plan 50,00,000 626 - -
44 Reliance - Fixed Horizon Fund - XXXIII Series 4 - 1208 Days - Direct 1,00,00,000 1,252 - -
- Growth Plan
45 Reliance - Fixed Horizon Fund - XXXIII Series 6 - 1201D - Direct - 3,00,00,000 3,736 - -
Growth Plan
46 Reliance - Fixed Horizon Fund - XXXIV Series 4 - 1132 Days - Direct 50,00,000 613 - -
- Growth Plan
47 Reliance - Fixed Horizon Fund - XXXIV Series 7 - 1105 Days - Direct 1,50,00,000 1,823 - -
- Growth Plan
48 Reliance - Fixed Horizon Fund - XXXIV Series 9 - 1130 Days - Direct 1,20,00,000 1,452 - -
- Growth Plan
49 Reliance - Fixed Horizon Fund - XXXIII Series 7 - 1197 Days - Direct 80,00,000 995 - -
- Growth Plan
50 UTI - Fixed Term Income Fund - XXVI - 1146 Days - Direct - Growth 1,00,00,000 1,242 - -
Plan
51 UTI - Fixed Term Income Fund - XXVI - VIII - 1154 Days - Direct - 30,00,000 370 - -
Growth Plan
Total 88,124 58,604
Units Of Dividend Oriented Debt Schemes Of Mutual Funds
1 ICICI Prudential Liquid - Direct - Daily Dividend Reinvestment - - 6,76,712 678
2 Baroda Liquid Fund - Plan B - Direct - Daily Dividend Reinvestment - - 19,01,258 19,052
3 DSP BlackRock Liquidity Fund - Direct -Daily Dividend Reinvestment - - 9,99,849 10,008
4 JM Liquid Fund Direct - Daily Dividend Reinvestment - - 15,75,33,871 16,431
5 ICICI Prudential Overnight Fund - Direct - Daily Dividend Reinvestment 4,326 4 - -
6 Nippon India Overnight Fund - Direct -Daily Dividend Reinvestment 19,99,929 2,000 - -
7 Sundaram Overnight Fund - Direct - Daily Dividend Reinvestment 2,34,003 2,340 - -
Total 4,344 46,169
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
9. OTHER INVESTMENTS (Contd.)..
Balance as on Balance as on
Sr. March 31, 2020 March 31, 2019
SCHEME NAME
No.
Units Amount Units Amount
Investment in Exchange Traded Funds through Asset Management
Company
1 ICICI Prudential Sensex Iwin - Exchange Traded Fund 1,26,759 412 5,796 24
2 HDFC Sensex - Exchange Traded Fund 1,02,000 3,287 36,000 1,429
Total 3,699 1,453
(b) Earmarked Funds
Units Of Dividend Oriented Debt Schemes Of Mutual Funds
1 Baroda Liquid Fund Plan B - Direct Growth - Investor Services Fund - - 2,07,160 4,457
2 Baroda Liquid Fund Plan B - Direct Growth- Investor Services Fund - - 458 10
(Commodity)
3 Mirae Asset Cash Management Fund Direct -Daily Dividend 5,60,834 6,034 - -
Reinvestment - Investor Services Fund
4 Mirae Asset Cash Management Fund Direct -Daily Dividend 1,066 11 - -
Reinvestment - (Commodity)
5 Mirae Asset Cash Management Fund Direct -Daily Dividend 27 - - -
Reinvestment - (SEBI Regulatory Fees)
Total 6,045 4,467
Current Portion of Long Term Investments
Own Funds
Investments in Debentures (Unquoted)
Non-Convertible Debentures
1 9.25%-TATA Sons Limited-19Jun2019 - - 100 1,000
Total - 1,000
Investments in Debentures (Quoted)
Non Convertible Debentures
1 8.90%-IL&FS Financial Services Limited-21Mar2019 20,000 200 20,000 200
2 9.95%-Infrastructure Leasing & Financial Services Limited-04Feb2019 1,00,000 1,000 1,00,000 1,000
3 9.49%-HDB Financial Services Limited-18Jun2019 - - 50 500
4 9.51%-LIC Housing Finance Limited-24Jul2019 - - 100 1,002
5 8.60%-LIC Housing Finance Limited-28Dec2020 150 1,500 - -
6 8.75%-Infrastructure Leasing & Financial Services Limited-29Jul2020 50,000 500 - -
Total 3,200 2,702
268
BSE LIMITED
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
10. TRADE RECEIVABLES
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
Current
Trade receivables
- Secured, considered good 346 1,195
- Unsecured, considered good 4,849 2,918
- Doubtful 3,447 1,698
- Impairment allowance for doubtful debts (3,447) (1,698)
Total 5,195 4,113
1. Trade receivables are dues in respect of services rendered in the normal course of business.
2. The Normal credit period allowed by the Company ranges from 0 to 60 days.
3. The Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a detailed analysis
of trade receivable by individual departments.
4. There are no dues by directors or other officers of the Company or any of them either severally or jointly with any other person or debts due by
firms or private companies respectively in which any director is a partner or a director or a member.
5. Movement in expected credit loss allowance
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
11. OTHER FINANCIAL ASSETS
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
Non-current
(Unsecured, Considered good, unless otherwise stated)
a Security deposits;
- Deposit with public bodies and others 180 190
b Loan
- Loan to staff 58 65
c Bank deposits with remaining maturity more than 12 months
Owned fund
- In deposit accounts 3,125 -
Earmarked fund
- In deposit accounts 5,050 3,976
d Accrued interest
Owned
- On deposits 62 -
Earmarked
- On deposits 381 206
Total 8,856 4,437
Current
(Unsecured, Considered good, unless otherwise stated)
a Loan
- Loan to staff 15 10
b Advances to related parties
- Due from subsidiaries (refer note 35) 172 84
c Others
- Receivable from portfolio management account 99 500
- Deposit with public bodies and others 29 19
(Unsecured and considered doubtful)
Deposits made under protest for property tax and others 785 771
Less: Provision for doubtful advances (785) (771)
Total 315 613
270
BSE LIMITED
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
12. CASH AND CASH EQUIVALENTS & OTHER BANK BALANCES
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
Balance with banks
Owned fund
- In current accounts 2,713 428
- In deposit accounts 298 1,400
(Original maturity less than three months)
Total 3,011 1,828
Note:
12.1. The above mentioned cash and bank balances are restricted cash and bank balances which are to be used for specified purposes. All other cash
and bank balances are available for the operating activities of the Company.
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
13. OTHER ASSETS
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
Non-current
Prepaid expenses 14 5
Total 14 5
Current
Gratuity asset (net) 4 69
Prepaid expenses 262 272
Advance to creditors 282 96
Input credit receivable 288 777
Total 836 1,214
Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting year
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
No. of shares at the beginning of the year 5,17,89,002 5,32,59,532
Additions during the year - -
Shares bought back and extinguished during the year (refer note 41) (67,64,705) (14,70,530)
No. of shares at the end of the year 4,50,24,297 5,17,89,002
272
BSE LIMITED
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
14. EQUITY SHARE CAPITAL (Contd.)..
Aggregate number and class of shares allotted as fully paid up by way of bonus shares.
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
2008-09 4,72,46,664 4,72,46,664
2009-10 4,20,000 4,20,000
2010-11 60,000 60,000
2011-12 60,000 60,000
2012-13 60,000 60,000
2013-14 60,000 60,000
2014-15 60,000 60,000
2016-17 1,20,000 1,20,000
Total (*) 4,80,86,664 4,80,86,664
(*) Represent allotment of shares held in abeyance including bonus entitlements on such shares.
(a) The Exchange has only one class of shares referred to as equity shares having a par value of ` 2/-. Each holder of equity shares is entitled to one
vote per share.
(b) Pursuant to the BSE (Corporatisation & Demutualisation) Scheme, 2005, (the Scheme) the Exchange had allotted 5,000 equity shares of ` 2/- each
to each of those card based Members of the erstwhile Bombay Stock Exchange Limited whose names appeared on the Register of Members under
Rule 64 in accordance with Rules, Bye-laws and Regulations, on the Record Date fixed for the purpose.
(c) Out of the total 4,77,75,000 equity shares of ` 2/- (including 4,41,00,000 bonus shares of ` 2/- each) issuable to the card based Members,
the Exchange has allotted 4,69,95,000 equity shares (4,69,95,000 equity shares as on March 31, 2019) upon implementation of the BSE
(Corporatisation and Demutualisation) Scheme, 2005 (“The Scheme”). The allotment of 7,80,000 equity shares (7,80,000 equity shares as on
March 31, 2019) of ` 2/- each have been kept in abeyance for specific reasons pursuant to the provisions of the Scheme. However, all corporate
benefits as declared from time to time, including dividend and bonus are accrued to all the 4,77,75,000 equity shares, as per the provisions of the
Scheme.
(d) As a part of the demutualisation process, the Exchange in order to fulfill its obligations under the Scheme and the Securities Contracts (Regulation)
(Manner of Increasing and Maintaining Public Shareholding in Recognised Stock Exchanges) Regulations, 2006 (the SEBI Regulations) dated 13th
November, 2006, and further amendments thereto on 23rd December, 2008, had issued shares to Deutsche Boerse AG (DBAG) and Singapore
Exchange Limited (SGX).
(e) i) The holders of equity shares are entitled to dividends, if any, proposed by the board of directors and approved by the shareholder at the
Annual General Meeting.
ii) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the
Company, after distribution of preferential amounts. However, no such preferential amounts exists currently. The distribution will be in
proportion to the number of equity shares held by the shareholders.
(f) shareholder holds more than 5 % of the Share Capital of the Company is as below.
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
15. OTHER EQUITY
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
General reserve (refer note 41) 44,457 69,415
Capital reserve 66,179 66,179
Capital reserve on business combination 10,530 10,530
Securities premium reserve (refer note 41) - 22,526
Retained earnings 94,258 92,895
Share application money pending allotment 1 1
Capital redemption reserve (refer note 41) 176 40
Total 2,15,601 2,61,586
The Board of Directors, in its meeting on May 21, 2020, have proposed a final dividend of ` 17/- per equity share of face value ` 2/- per share for
the financial year ended March 31, 2020. The proposal is subject to the approval of shareholders at the Annual General Meeting to be held and if
approved would result in a cash outflow of approximately ` 7,787.
274
BSE LIMITED
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
16. OTHER FINANCIAL LIABILITIES
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
Non-current
Accrued employee benefit expenses (refer note 16.4) 676 532
Other deposits - 104
Total 676 636
Current
Owned :
Unpaid dividends (refer note 16.2) 128 134
Deposits received from trading members 8,516 8,684
Other deposits received from members 4,469 3,352
Other deposits 1,460 1,261
Accrued employee benefit expenses (refer note 16.4) 2,263 2,248
Due to subsidiaries (refer note 35) 704 442
Payables on purchase of fixed assets 463 108
Payable towards Additional Contribution to ISF and IPF 1,861 -
Total (A) 19,864 16,229
Earmarked :
From companies - 1% of their public issue (refer note 16.1) 8,441 12,313
Defaulters' liabilities (refer note 16.1) 2,697 2,548
Withheld liabilities (refer note 16.1) 4,926 4,985
Others (refer note 16.3) 3,758 3,451
Total (B) 19,822 23,297
Total (A+B) 39,686 39,526
16.1 Bank Balance and Bank Deposits have been earmarked against these liabilities.
16.2 Current accounts have been earmarked against this liability.
16.3 Income earned on earmarked funds.
16.4 Bank deposits of ` 511 (` 397 as at March 31, 2019) and accrued interest of ` 54 (` 48 as at March 31, 2019) have been earmarked against
these liabilities.
17. PROVISIONS
As at As at
March 31, 2020 March 31, 2019
Current
Employee benefits
Compensated absences (refer note 39) 1,114 1,038
Total 1,114 1,038
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
18. DEFERRED TAX ASSETS AND LIABILITIES
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
Deferred tax assets 13,165 9,002
Deferred tax liabilities 2,361 1,233
Deferred tax balance (net) 10,804 7,769
276
BSE LIMITED
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
18. DEFERRED TAX ASSETS AND LIABILITIES (Contd.)..
Notes:
1. Deductible temporary differences, unused tax losses and unused tax credits for which no deferred tax assets have been recognised are attributable
to the following:
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
- Tax losses (revenue in nature) 548 -
- Tax losses (capital in nature) 4,527 5,220
Total 5,075 5,220
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
2019-20 - Capital in nature - 325
2020-21 - Capital in nature 4,428 4,796
2021-22 - Capital in nature 47 47
2024-25 - Capital in nature 52 52
2028-29 - Revenue in nature 548 -
2. The management estimate the Company to pay normal tax and benefit associated with MAT will flow to the Company within permissible time limit
under Income Tax Act, 1961 to the extent MAT asset recognised.
Current
Income received in advance 299 348
Advance from customers 1,304 538
Statutory remittances 6,992 3,655
Other liabilities (refer note below) 7,853 6,066
Total 16,448 10,607
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
19. OTHER LIABILITIES (Contd.)..
Note: Other liabilities includes :
a) Investors’ Services Fund (ISF):
For the year ended For the year ended
PARTICULARS
March 31, 2020 March 31, 2019
Annual listing fees received for the year 15,650 14,477
20% of the above (Amount to be contributed annually) 3,130 2,895
Investment income accrued to Investors' services fund 254 278
Expenses incurred on behalf of ISF 1,886 1,635
Cumulative balance as at end of year 5,837 4,339
As per SEBI directive, from 1996-97, BSE decided to set aside 20% of the Annual listing fees received to an Investors’ Services Fund. Investments in
Mutual Funds have been earmarked against these liabilities.
b) Other liabilities includes dividend for earlier years in respect of shares held in abeyance
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
Cumulative balance as at end of year (refer note 16.2) 1,394 1,199
Disclosures required under section 22 of the Micro, Small and Medium Enterprises Development Act, 2006
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
(a) Principal amount and interest thereon remaining unpaid at the end of year Interest paid 16 2
including payment made beyond appointed day during the year
(b) Interest due and payable for delay during the year - -
(c) Amount of interest accrued and unpaid as at year end - -
(d) The amount of further interest due and payable even in the succeeding year - -
278
BSE LIMITED
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
21. INCOME TAX ASSETS AND LIABILITIES
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
Non Current tax assets
Advance tax (net of provision) 5,634 5,464
Total 5,634 5,464
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
24. INVESTMENT INCOME
For the Year ended For the Year ended
PARTICULARS
March 31, 2020 March 31, 2019
a) Interest income earned on financial assets that are not designated as at fair value
through profit or loss
Bank deposits (at amortised cost) 215 364
Investments in debt instruments (at amortised cost) 188 3,538
b) Dividend income
Dividends from investment in equity shares (designated at cost or at FVTPL)
Dividend income from subsidiaries - 1,307
Dividend income from others 1,009 883
Dividends from investment in mutual funds (designated at FVTPL)
Dividend income 1,015 1,678
c) Other gains or losses:
Net gains on derecognition of financial assets measured at amortised cost - 3,074
Net gains arising on financial assets measured at FVTPL 11,529 8,737
Total 13,956 19,581
280
BSE LIMITED
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
27. COMPUTER TECHNOLOGY RELATED EXPENSES
For the Year ended For the Year ended
PARTICULARS
March 31, 2020 March 31, 2019
Computer technology related expenses 9,494 9,152
Technology programmes 3,596 3,500
Total 13,090 12,652
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
28. ADMINISTRATION AND OTHER EXPENSES (Contd.)..
28.1 CSR Expenditure
For the Year ended For the Year ended
PARTICULARS
March 31, 2020 March 31, 2019
a) The gross amount required to be spent by the Company during the year 322 284
b) Amount debited to Statement of Profit and Loss were paid in cash during the respective year and were incurred for the purpose other than
construction / acquisition of any asset.
29. TAXES
(a) Income tax expenses
The major components of income tax expenses for the year ended March 31, 2020
29.1 Based on the assessment orders received during the year ended March 31, 2019, the Company has written back an amount of ` 661 Lakh in
respect of previous years.
29.2 A Taxation Laws (Amendment) Ordinance, 2019 (“Ordinance”) on September 20, 2019 has amended the Income Tax Act, 1961 and Finance (No.
2) Act, 2019, by which the option has been provided for the lower tax regime without any incentives for the domestic companies. Under the revised
tax regime, accumulated Minimum Alternate Tax (MAT) credit is not allowed. Considering the substantial accumulated MAT credit, the management
has assessed that it is beneficial not to opt for the option of availing revised income tax rate for certain period of time. The tax liability for the current
year has been accordingly calculated.
282
BSE LIMITED
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
29. TAXES (Contd.)..
(b) Reconciliation of effective tax rate
For the year ended For the year ended
PARTICULARS
March 31, 2020 March 31, 2019
(A) Income before income tax 17,522 21,850
(B) Enacted tax rate in india 34.944% 34.944%
(C) Expected tax expenses (A*B) 6,123 7,635
(D) Other than temporary differences
Investment income (6,237) (5,339)
Income from house property and related expenditure (91) (52)
Expenses disallowed / (allowed) 169 162
Total (6,159) (5,229)
(E) Temporary difference on which deferred tax assets not recognised
Business loss carried forward 191 -
Total 191 -
(F) Net adjustments (D+E) (5,968) (5,229)
(G) Current tax expense of Earlier Years - (661)
(H) Tax expenses recognised in Profit or Loss 155 1,745
Note: The Board of Directors of the Company at its meeting held on May 7, 2019 recommended the proposal of buyback, and the Shareholders of the
Company at its meeting held on July 15, 2019, has inter-alia approved the proposal of buyback by the Company, of its fully paid-up equity shares of
face value of ` 2/- each from the shareholders/beneficial owners of the Company. The scheme of buyback was commenced on August 30, 2019 and
closed on September 16, 2019 and the Company bought back and extinguished 67,64,705 equity shares. Accordingly, the weighted average number
of equity shares (issued share capital) for the calculation of Earnings Per Share is worked out to 4,90,94,235 equity shares for the year ended March
31, 2020 and 5,27,89,971 equity shares for the year ended March 31, 2019.
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
31. LEASE
As per the assessment of management, there are no lease contracts for which IND AS 116 – Leases is required to be applied.
The management assessed that fair value of cash and short-term deposits, trade receivables, trade payables and other current financial assets
and liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
The fair value of the financial assets and financial liabilities is included at the amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced or liquidation sale.
The following methods and assumptions were used to estimate the fair values:
(a) The fair value of the quoted bonds and debentures are based on price quotations at reporting date. The fair value of unquoted instruments
and other financial liabilities, as well as other non-current financial liabilities is estimated by discounting future cash flows using rates
currently available for debt on similar terms, credit risk and remaining maturities except for unquoted instruments where observable inputs
are available.
284
BSE LIMITED
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
32. FINANCIAL INSTRUMENTS (Contd.)..
(b) The fair values of the unquoted equity shares have been estimated using a discounted cash flow model. The valuation requires management
to make certain assumptions about the model inputs, including forecast cash flows, discount rate, credit risk and volatility, the probabilities
of the various estimates within the range can be reasonably assessed and are used in management’s estimate of fair value for these
unquoted equity investments.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices).
Level 3 – Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
The following table presents fair value hierarchy of the financial assets (other than subsidiaries) and liabilities:
Fair values Fair values Fair Value Hierarchy
PARTICULARS As at As at (Level)
March 31, 2020 March 31, 2019
i) Financial assets
a) Amortised Cost
Investment in debt instruments (Quoted) 1,529 3,905 Level 1
Investment in debt instruments (Unquoted) - 1,007 Level 2
Total 1,529 4,912
b) FVTPL
Investment in mutual funds 1,40,961 1,77,237 Level 1
c) At cost
Investment in equity instruments of associates 44,810 60,832 Level 1
Except as detailed in the above table, the Company consider that the carrying amounts of financial assets and financial liabilities recognised in the
balance sheet approximate their fair values.
The Company’s activities expose it to a variety of financial risks: credit risk, liquidity risk, market risk (including foreign currency and interest rate
risk), regulatory risk and clearing & settlement risk. The Company’s primary focus is to foresee the unpredictability of financial markets and seek
to minimize potential adverse effects on its financial performance.
It is the Company’s policy that no trading in derivative for speculative purposes maybe undertaken. The Board of Directors reviews and agrees
policies for managing each of these risks, which are summarised below:
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
33. FINANCIAL RISK MANAGEMENT (Contd.)..
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations
and arises principally from the Company’s receivables from customers and investment securities. Credit risk arises from cash held with banks
and financial institutions, as well as credit exposure to clients, including outstanding accounts receivable. The maximum exposure to credit risk is
equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The
Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors.
The demographics of the customer, including the default risk of the industry in which the customer operates, also has an influence on credit
risk assessment.
The Company provides the stock exchange services to its listed customers and registered members (who have provide the collaterals and
other securities for trading done on its platform), hence the Company operates with large number of customers portfolio and its revenue is
not concentrated on small number of customers.
None of the customers accounted for more than 10% of the receivables and revenue for the year ended March 31, 2020 and March 31,
2019.
• Investments
The Company limits its exposure to credit risk by making investment as per the investment policy. The Company addresses credit risk in its
investments by mandating a minimum rating against the security / institution where the amounts are invested and is further strengthened
by mandating additional requirement like Capital Adequacy Ratio (CAR), Allowable Net Non-Performing Asset (NNPA) Levels, Minimum
Average Assets Under Management (AAUM) etc. for certain types of investments. Further the investment committee of the Company
reviews the investment portfolio on bi-monthly basis and recommend or provide suggestion to the management. The Company does not
expect any losses from non-performance by these counter-parties, other than losses which are provided, and does not have any significant
concentration of exposures to specific industry sectors. The Company does not invest in equity instruments unless they are strategic in
nature.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity
risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due.
The Company’s corporate treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and
policies related to such risks are overseen by senior management.
The management monitors the Company’s net liquidity position through forecasts on the basis of expected cash flows.
286
BSE LIMITED
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
33. FINANCIAL RISK MANAGEMENT (Contd.)..
The table below provides details regarding the contractual maturities of significant financial liabilities as at March 31, 2020 and March 31, 2019.
As at
PARTICULARS
March 31, 2020 March 31, 2019
Trade payable
< 1 year 6,772 3,592
1 - 5 years - -
> 5 years - -
Total 6,772 3,592
Other financial liabilities
< 1 year 39,686 39,526
1 - 5 years 676 636
> 5 years - -
Total 40,362 40,162
Total 47,134 43,754
The table below provides details regarding the contractual maturities of significant financial assets as at March 31, 2020 and March 31, 2019
As at
PARTICULARS
March 31, 2020 March 31, 2019
Investments*
< 1 year 1,03,708 1,13,836
1 - 5 years 38,749 68,294
> 5 years - -
Total 1,42,457 1,82,130
Other financial assets
< 1 year 315 613
1 - 5 years 8,856 4,437
> 5 years - -
Total 9,171 5,050
Trade receivables
< 1 year 5,195 4,113
1 - 5 years - -
> 5 years - -
Total 5,195 4,113
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
33. FINANCIAL RISK MANAGEMENT (Contd.)..
As at
PARTICULARS
March 31, 2020 March 31, 2019
Cash and cash equivalents
< 1 year 3,011 1,828
1 - 5 years - -
> 5 years - -
Total 3,011 1,828
Bank balances other than cash and cash equivalents
< 1 year 17,376 22,114
1 - 5 years - -
> 5 years - -
Total 17,376 22,114
Total 1,77,210 2,15,235
* Investment does not include investment in equity investment of subsidiaries, associates and others.
The Company manages contractual financial liabilities and contractual financial assets on net basis.
Market risk
The Company’s business, financial condition and results of operations are highly dependent upon the levels of activity on the exchange, and in
particular upon the volume of financial assets traded, the number of listed securities, the number of new listings and subsequent issuances,
liquidity and similar factors, as a significant portion of our revenue depends, either directly or indirectly, on trading, listing, clearing and settlement
transaction-based fees.
The Company’s financial condition and results of operations are also dependent upon the success of our clearing, settlement and other issuer
services, which, in turn, are directly dependent on the liquidity and financial strength of our customers, namely financial intermediaries such as
brokers, and their respective clients.
In addition to the above risk, market risk also includes foreign currency risk and interest rate risk.
As a result, if the value of the Indian rupee appreciates relative to these foreign currencies, the Company’s revenues measured in rupees
may decrease. The exchange rate between the Indian rupee and these foreign currencies has changed substantially in recent periods and
may continue to fluctuate substantially in the future. Due to lessor quantum of revenue and expenses from foreign currencies the Company
is not much exposed to foreign currency risk.
288
BSE LIMITED
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
33. FINANCIAL RISK MANAGEMENT (Contd.)..
• Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
interest rates. Interest rates are sensitive to many factors, including governmental, monetary and tax policies, domestic and international
economic and political considerations, fiscal deficits, trade surpluses or deficits, regulatory requirements and other factors beyond the
Company’s control. Changes in the general level of interest rates can affect the profitability by affecting the spread between, amongst other
things, income which Company receives on investments in debt securities, the value of interest-earning investments, it’s ability to realise
gains from the sale of investments.
Interest rate risk primarily arises from floating rate investment. The Company’s investments in floating rate are primarily short-term, which
do not expose it to significant interest rate risk.
Regulatory risk
The Company requires a number of regulatory approvals, licenses, registrations and permissions to operate business, including at a corporate level
as well as at the level of each of it’s components. For example, the Company have licenses from SEBI in relation to, among others, introducing
derivatives contracts on various indices of the exchange, introduction of futures and options contracts on various indices of the exchange, setting
up an SME platform and trading in government securities. Some of these approvals are required to be renewed from time to time. The Company’s
operations are subject to continued review and the governing regulations may change. The Company’s regulatory team constantly monitors the
compliance with these rules and regulations.
There have been several changes to the form and manner in which recognised stock exchanges must make contributions to a Settlement
Guarantee Fund and Core Settlement Guarantee Fund in the last few years. Should SEBI in the future vary the required contribution amounts to
the Settlement Guarantee Fund, the Company may have to contribute more of funds to the Settlement Guarantee Fund which could materially
and adversely affect the Company’s financial ability. The Company’s regulatory team keeps a track regarding the amendments in SEBI circulars/
regulations pertaining to such settlement guarantee fund.
The Company is predominantly equity financed which is evident from the capital structure. Further, the Company has always been a net cash
company with cash and bank balances along with investment which is predominantly investment in liquid and short term mutual funds being far
in excess of financial liabilities.
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
35. RELATED PARTY TRANSACTIONS
Sr. Control Entities
No.
a. Subsidiary Companies
Direct Indian Clearing Corporation Limited
Marketplace Technologies Private Limited
BSE Institute Limited
BSE Investments Limited
BSE Sammaan CSR Limited
BSE CSR Integrated Foundation
India International Exchange (IFSC) Limited
India International Clearing Corporation (IFSC) Limited
Indirect Marketplace Tech Infra Services Private Limited
BSE Skills Limited (up to June 28, 2018)
BFSI Sector Skill Council of India
BIL - Ryerson Technology Startup Incubator Foundation
Pranurja Solutions Limited (w.e.f. April 24, 2018 and upto May 6, 2019)
India INX Global Access IFSC Limited (w.e.f. April 5, 2018)
BSE Institute of Research Development & Innovation (w.e.f December 5, 2019)
b. Trusts set-up by the Company
BSE Investors’ Protection Fund (Formerly known as “The Stock Exchange Investors’ Protection
Fund Trust”)
The Stock Exchange Education & Research Services
The Stock Exchange Foundation
The Stock Exchange Charities
Seth K. R. P. Shroff Stock Exchange Sarvajanik Fund
Shri Phiroze Jeejeebhoy Memorial Trust
BSE Employee’s Gratuity Fund
BSE Employee’s Provident Fund
c. Associates
Direct Central Depository Services (India) Limited
Asia Index Private Limited
Indirect CDSL Ventures Limited
CDSL Insurance Repository Limited
CDSL Commodity Repository Limited
BSE EBIX Insurance Broking Private Limited
Marketplace EBIX Technology Services Private Limited (w.e.f April 3, 2018)
Pranurja Solutions Limited (w.e.f. May 7, 2019)
290
BSE LIMITED
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
35. RELATED PARTY TRANSACTIONS (Contd.)..
Sr. Control Entities
No.
d. Key Management Personnel and their Shri Sethurathnam Ravi – Chairman and Public Interest Director (upto February 4, 2019)
relatives Justice Vikramajit Sen – Chairman (w.e.f. May 22, 2019) & Public Interest Director
Shri Ashishkumar Chauhan - Managing Director and Chief Executive Officer
Shri Sumit Bose - Public Interest Director
Shri S S Mundra - Public Interest Director
Shri David Wright - Public Interest Director
Shri Umakant Jayaram - Public Interest Director ( w.e.f. February 4, 2019)
Smt. Usha Sangwan - Shareholder Director
Sushree Jayshree Vyas - Public Interest Director ( w.e.f. April 25, 2019)
Ms. Rajeshree Sabnavis - Shareholder Director ( Upto July 15,2019)
Shri Roland Schwinn - Shareholder Director (upto April 2, 2018)
Dr. Sriprakash Kothari - Shareholder Director (upto February 28, 2019)
Following are the transactions with related parties and the year-end balances:
For the year ended
PARTICULARS
March 31, 2020 March 31, 2019
Subsidiary Companies
Income
Indian Clearing Corporation Limited
Rent and Infrastructure Charges 214 164
Miscellaneous Income 0^ 8
Dividend Income - 1,307
Staff Welfare Expenses 17 12
Administrative and Other Expenses (Recoveries) 148 135
Marketplace Technologies Private Limited
Administrative and Other Expenses (Recoveries) - 0^
BSE Institute Limited
Staff Welfare Expenses 8 10
Rent and Infrastructure Charges 393 279
Administrative and Other Expenses (Recoveries) 76 77
BSE Sammaan CSR Limited
Administrative and Other Expenses (Recoveries) 1 1
Rent and Infrastructure Charges 6 4
Staff Welfare Expenses 1 2
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
35. RELATED PARTY TRANSACTIONS (Contd.)..
For the year ended
PARTICULARS
March 31, 2020 March 31, 2019
BSE CSR Integrated Foundation
Administrative and Other Expenses (Recoveries) - 0^
BFSI Sector Skill Council of India
Rent and Infrastructure Charges 51 23
Administrative and Other Expenses (Recoveries) 0^ 1
India International Exchange (IFSC) Limited
Administrative and Other Expenses (Recoveries) 2 4
Rent and Infrastructure Charges 35 35
Staff Welfare Expenses 4 2
India International Clearing Corporation (IFSC) Limited
Administrative and Other Expenses (Recoveries) 1 0^
Rent and Infrastructure Charges 16 16
Staff Welfare Expenses 2 2
Expenditure
Indian Clearing Corporation Limited
Clearing house expenses 938 261
Administrative and Other Expenses 11 16
Other transaction
Transfer of Compensated absence liabilities 24 3
Marketplace Technologies Private Limited
Computer Technology Related Expenses (net of recovery) 2,957 2,786
Purchase of Intangible Assets 281 60
Intangible assets under development 358 310
BSE Institute Limited
Reimbursement of services 23 37
BSE CSR Integrated Foundation
Contribution to corporate social responsibility 322 284
Others
Investments
India International Exchange (IFSC) Limited - 5,000
BSE Investments Limited - 2,215
Trusts set-up by the Company
Income
BSE Investors’ Protection Fund
Administrative and Other Expenses (Recoveries) 231 230
Rent 14 14
292
BSE LIMITED
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
35. RELATED PARTY TRANSACTIONS (Contd.)..
For the year ended
PARTICULARS
March 31, 2020 March 31, 2019
Expenditure
Contribution to IPF (a proportion of listing fee) 156 145
Rent 67 58
Associates
Income
Asia Index Private Limited
Rent and Infrastructure Charges 144 138
Administrative and Other Expenses (Recoveries) 27 29
Central Depository Services (India) Limited
Rent and Infrastructure Charges 1 1
Miscellaneous Income 17 19
Other charges 38 37
Dividend Income 1,003 879
Recovery of IPO expenses withheld - 511
Expenditure
Central Depository Services (India) Limited
Administrative and Other Expenses 103 90
Indirect Subsidiary
Income
Pranurja Solutions Limited (upto May 6, 2019)
Rent and Infrastructure Charges 0^ 0^
Administrative and Other Expenses (Recoveries) 0^ 0^
Indirect Associate
Income
BSE EBIX Insurance Broking Private Limited
Rent and Infrastructure Charges 2 0^
Administrative and Other Expenses (Recoveries) 0^ 0^
Income
Pranurja Solutions Limited ( w.e.f May 7, 2019)
Rent and Infrastructure Charges 2 -
Administrative and Other Expenses (Recoveries) 0^ -
Key Managerial Personal:
Expenditure
Salaries, Allowances and Bonus* (Short term Employee benefits)
Shri Ashishkumar Chauhan 764 664
*Includes the variable pay of the prior years and variable pay charged in the statement of profit and loss to the extent of payment made as required
by Securities Contract (Regulation) (Stock Exchanges and Clearing Corporations) Regulations 2018.
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
35. RELATED PARTY TRANSACTIONS (Contd.)..
Company provides long term benefits in the form of Gratuity to Key managerial person along with all employees, cost of same is not identifiable
separately and not disclosed.
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
Subsidiary
Assets
Investments
Indian Clearing Corporation Limited 35,400 35,400
Marketplace Technologies Private Limited 4,250 4,250
BSE Institute Limited 5,000 5,000
BSE Investments Limited 3,700 3,700
BSE Sammaan CSR Limited 260 260
BSE CSR Integrated foundation 4 4
BFSI Sector Skill Council of India 100 100
India International Exchange (IFSC) Limited 12,500 12,500
India International Clearing Corporation (IFSC) Limited 8,000 8,000
Receivable (Net)
BSE Institute Limited 155 83
BSE Sammaan CSR Limited 4 0^
India International Exchange (IFSC) Limited 8 -
India International Clearing Corporation (IFSC) Limited 4 -
Liabilities
Payable (Net)
Marketplace Technologies Private Limited 461 386
Indian Clearing Corporation Limited 242 56
Trusts set-up by the Company
Assets
Receivable
BSE Investors’ Protection Fund 58 62
Net defined benefit assets
BSE Employee’s Gratuity Fund 2,680 2,478
Liabilities
Deposit
BSE Investors’ Protection Fund 6 6
294
BSE LIMITED
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
35. RELATED PARTY TRANSACTIONS (Contd.)..
As at As at
PARTICULARS
March 31, 2020 March 31, 2019
Associates
Assets
Investments
Asia Index Private Limited 1 1
Central Depository Services (India) Limited 4,722 5,666
Receivable
Asia Index Private Limited 18 2
Liabilities
Deposit
Asia Index Private Limited 92 92
Payable
Central Depository Services (India) Limited 45 11
Indirect Subsidiary
Assets
Receivable
Pranurja Solutions Limited (Upto May 6, 2019) - 1
Indirect Associates
Assets
Receivable
BSE EBIX Insurance Broking Private Limited 2 1
Pranurja Solutions Limited (w.e.f May 7, 2019) 2 -
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
36. CONTINGENT LIABILITIES
Sr. As at As at
PARTICULARS
No. March 31, 2020 March 31, 2019
a) Claims against the Exchange not acknowledged as debts in respect of :
i) Income tax matters 6,601 6,908
ii) Service tax matters 266 127
iii) Department of telecommunication license matters (Refer Note below) - 706
iv) Investors’ Services Fund and Investors’ protection Fund (Refer Note below) - 2,799
v) Others matters 16,777 51,281
vi) Out of ‘v’ above in the opinion of the Management unfavorable outcome are remote 16,777 51,281
b) Guarantees given by the Company 184 17
Notes:
1. During the year 2012-13, the Exchange had received notices from Department of Telecommunication (DoT), Government of India to pay a revised
VSAT Network License Fees, Royalty etc. aggregating ` 636 against which an amount of ` 235 was paid and expensed during the earlier years.
In respect of the balance amount of ` 401 the Management filed a reply, after legal consultations, with DoT challenging the claim stating that the
demand notices were based on an incorrect interpretation of the existing guidelines / orders. Hence no provision for the same was made in the
accounts and the amounts have been considered as a Contingent Liability in the previous financial year. During the current year the company has
received no dues balance confirmation and accordingly this has been removed from contingent liability during the current year.
2. Demand Notices dated April 18, 2018 was issued in the name of BSE Limited for an amount of ` 305 with respect of the provisional assessment
of License Fees including penalties and interest for the period July 2013 to August 2014. During the current year the company has received no
dues balance confirmation and accordingly this has been removed from contingent liability during the current year.
3. The Company had earlier received observations from SEBI in respect of inspection conducted for the period 2005 – 2017, in which the Company
was asked to plough back certain amount to Investors’ Services Fund (“ISF”) and BSE Investors Protection Fund Trust (“IPF”) against expenses
charged in the earlier years to these funds. On the basis of response submitted by the Company, SEBI concluded and instructed the Company in
March 2020 to plough back an amount of ` 1,037 along with interest to the said funds. Consequently, an expense of ` 1,385 has been charged
to the profit and loss account for the year ended March 31, 2020. For the said matter, a further charge of ` 476 has also been recognized for the
subsequent period. Accordingly, an amount aggregating to ` 1,861 has been disclosed as “Provision for Additional Contribution to ISF and IPF”
during the current financial year.
4. During the current year, The company has received SEBI Directives on BSE towards Cyber Security Audit and in response to the above, the
company has submitted its reply to SEBI for reconsideration and to the extent the amount of ` 55 is considered as contingent liability.
5. The Company’s pending litigations comprise of claims against the Company primarily by the customers/ vendors and proceedings pending with
Tax and other regulatory authorities. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where
provisions are required and disclosed the contingent liabilities where applicable, in its financial statements. The Company does not expect the
outcome of these proceedings to have a material adverse effect on its financial statements at March 31, 2020.
296
BSE LIMITED
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
38. The Managing Director and CEO of the Company has been identified as the Chief Operating Decision Maker (CODM) as defined by Ind AS 108,
Operating Segments. The CODM evaluates the Company’s performance and allocates resources.
38.1
The “Company” or the “Exchange” operates only in one Operating Segment i.e. “Facilitating Trading in Securities and other related ancillary
Services”, hence have only one reportable Segment as per Indian Accounting Standard 108 “Operating Segments”. The reportable business
segments are in line with the segment wise information which is being presented to the CODM.
38.2.2 The Company does not have non-current assets outside India.
Such plan exposes the Company to actuarial risks such as: investment risk, interest rate risk, demographic risk and salary risk.
Investment risk The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to market
yields at the end of the reporting period on government bond yields; if the return on plan asset is below this rate, it will create
a plan deficit. Currently the plan has a relatively balanced investment in equity securities and debt instruments.
Interest risk A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the
return on the plan’s debt investments.
Demographic risk This is the risk of variability of results due to unsystematic nature of decrements that include mortality, withdrawal, disability
and retirement. The effect of these decrements on the defined benefit obligation is not straight forward and depends upon the
combination of salary increase, medical cost inflation, discount rate and vesting criteria.
Salary risk The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As
such, an increase in the salary of the plan participants will increase the plan’s liability.
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
39. EMPLOYEE BENEFITS (Contd.)..
The following table sets out the funded status of the Gratuity benefit scheme and the amount recognised in the Financial Statements as at March
31, 2020 and March 31, 2019:
Amount for the year ended March 31, 2020 and year ended March 31, 2019 recognised in the Profit or Loss under employee benefits expense:
Amount for the year ended March 31, 2020 and year ended March 31, 2019 recognised in the other comprehensive income:
298
BSE LIMITED
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
39. EMPLOYEE BENEFITS (Contd.)..
The weighted-average assumptions used to determine benefit obligations for the year ended March 31, 2020 and year ended March 31, 2019:
T he following table summarizes the impact on the reported defined benefit obligation at the end of the reporting period arising on account of an
increase or decrease in the reported assumption by 50 basis points:
There is no compulsion on the part of the Company to fully pre fund the liability of the Plan. The Company’s philosophy is to fund the benefits based
on its own liquidity and tax position as well as level of underfunding of the plan.
The plan assets in respect of gratuity represent funds managed by the BSE employee Gratuity Fund. The Employer’s best estimate of the
contributions expected to be paid to the plan during the next year is ` 193.
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
39. EMPLOYEE BENEFITS (Contd.)..
The weighted average duration to the payment of these cash flows is 4.15 years.
• Discount Rate: The discount rate is based on the prevailing market yields of Indian government securities as at the balance sheet date for
the estimated term of the obligations.
• Salary Escalation Rate: The estimates of future salary increases considered takes into account the inflation, seniority, promotion and
other relevant factors.
39.2 Defined Contribution Plan- Provident fund, Pension Fund and New pension Scheme:
These are plans in which the Company pays pre-defined amounts to separate funds and does not have any legal or informal obligation to pay
additional sums. The Company offers its employees defined contribution plan in the form of provident fund and family pension fund. Provident fund
and family pension fund cover substantially all regular employees. While both, the employees and the Company pay predetermined contributions
into the provident fund and New National Pension Scheme, contributions into the family pension fund are made by only the Company. The
contributions are based on a certain proportion of the employee’s salary.
The Company has an obligation to fund any shortfall on the yield of the trust’s investment over the administered interest rates on an annual basis.
Theses administered interest rates are determined annually predominantly considering the social rather than economic factors and, in most cases,
the actual return earned by the Company has been higher in the past years. During the year the company has made a provision for diminution in
value of investments and interest thereof held by PF trust.
The Company recognised charge for the year ended March 31, 2020 and for the year ended March 31, 2019 of ` 231 and ` 235 respectively for
provident fund and family pension fund contribution in the Profit or Loss.
The Company recognised charge for the year ended March 31, 2020 and for the year ended March 31, 2019 of ` 55 and ` 55 respectively for
New National pension Scheme contribution in the Profit or Loss.
40. a) The Company implemented a Voluntary Retirement Scheme (VRS) for all its eligible employees. Post the closure of the Scheme an expense
of ` 54 has been recognised for the year ended March 31, 2019 and has been disclosed as an “Exceptional Item”.
b) T he Company has partially divested its stake in a subsidiary company, on June 29, 2017. The profit on divestment amounting to ` 31,603
is reflected in the statement of profit and loss for the year ended March 31, 2018. The residual investment retained in the subsidiary is
now considered as an investment in an associate. Considering the nature of the income and its impact on the profit, the same has been
disclosed as an exceptional item in the respective periods.
c) Profit on sale, disclosed as an exceptional item, was based on estimated expenditure withheld by Central Depository Services (India) Limited
(“CDSL”). During the year ended March 31, 2019, the amount of expenditure has been crystallised and hence excess amount of ` 511 has
been recorded as an additional profit on sale of CDSL during the year ended March 31, 2019 and shown as “Exceptional Items”.
d) During the year, the Company had further divested its 4% stake in its associate company Central Depository Services (India) Limited
(“CDSL”) through offer for sale. The profit on divestment amounting to ` 9,158 is recorded during the year ended March 31, 2020 and
shown as “Exceptional Items”.
300
BSE LIMITED
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
41. BUY BACK
a) The Board of Directors of the Company at its meeting held on May 7, 2019 recommended the proposal of buyback, and the Shareholders
of the Company at its meeting held on July 15, 2019, has inter-alia approved the proposal of buyback by the Company, of its fully paid-up
equity shares of face value of ` 2/- each at a price of ` 680 (Rupees Six Hundred and Eighty Only) per Equity Share through tender offer
in such manner as prescribed in the Securities and Exchange Board of India Regulations, 2018 and the Companies Act, 2013 (“Act”).
The Buyback shall not exceed ` 46,000, excluding brokerage costs, fees, turnover charges, taxes such as securities transaction tax
and goods and service tax (if any), stamp duty and other transaction charges (“Maximum Buyback Size”). The Maximum Buyback Size
represents 24.73% of the aggregate of the Company’s paid-up Equity Share capital and free reserves based on the standalone audited
financial statements of the Company as at March 31, 2019. which is in compliance with the maximum permissible limit of 25% of the total
paid-up equity share capital and free reserves in accordance with Section 68(2) of the Companies Act, 2013.
The buyback opened on August 30, 2019 and closed on September 16, 2019 and the Company bought back 67,64,705 equity shares at
` 680 per share resulting in cash outflow of ` 46,000 (excluding expenses towards buyback). As provided in the scheme, an amount of
` 22,526 was utilized from Securities Premium Account, ` 23,338 was utilized from General Reserve and Share capital is reduced by `
136. Further, Capital Redemption Reserve of ` 136 (representing the nominal value of the shares bought back and extinguished) has been
created from balance in retained earnings as per the requirements of the Companies Act, 2013.
b) T he Board of Directors of the Company at its meeting held on January 15, 2018, has inter-alia approved the Buyback proposal for purchase
by the Company of its fully paid-up equity shares of face value of ` 2/- each (“Equity Shares” and such buyback, the “Buyback”), from the
shareholders/beneficial owners of the Company, at a price not exceeding ` 1,100 (Rupees One Thousand and One Hundred Only) per Equity
Share (“Maximum Buyback Price”) from the open market through stock exchange mechanism in such manner as may be prescribed in the
Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 (“Buy-back Regulations”) and the Companies Act, 2013
(“Act”) (including any statutory modification(s) or re-enactment of the Act or Buy-back Regulations, for the time being in force).
The Buyback shall not exceed ` 16,600, excluding brokerage costs, fees, turnover charges, taxes such as securities transaction tax
and goods and service tax (if any), stamp duty and other transaction charges (“Maximum Buyback Size”). The Maximum Buyback Size
represents 9.99% of the aggregate of the Company’s paid-up Equity Share capital and free reserves based on the standalone audited
financial statements of the Company as at March 31, 2017, which is in compliance with the maximum permissible limit of 10% of the total
paid-up equity share capital and free reserves in accordance with Section 68(2) of the Companies Act, 2013.
The scheme of buyback was commenced on February 1, 2018 and closed on July 9, 2018 and the Company bought back 20,19,170
equity shares resulted in cash outflow of ` 16,600 (excluding expenses towards buyback of ` 197). In line with the requirement of the
Companies Act 2013, an amount of ` 16,757 has been utilized from the securities premium account for the buy back. Further, capital
redemption reserve of ` 40 (representing the nominal value of the shares bought back and extinguished) has been created.
42. The Company and its provident fund trust has an investment of ` 1,700 and ` 353 (including interest of ` 72) respectively in secured Non-
convertible Debentures of IL&FS Group. Considering the recent developments a provision of ` 798 and ` 1,254 has been made on the above
exposure during the year ended March 31, 2020 and March 31, 2019, respectively. Further, unrealised interest of ` 44 and ` 146 has been
reversed during the year ended March 31, 2020 and March 31, 2019, respectively.
43. Interoperability among clearing corporations was implemented from June, 2019. After implementation of interoperability, the members have
the option to choose the clearing corporation to clear their trades. Based on their selection, the trades of BSE are cleared by respective clearing
corporations.
As per the requirement arising out of August 27, 2014 SEBI Circular on CIR\MRD\DRMNP\25\2014, for contribution by exchange to Core SGF, BSE
needs to contribute to Core SGFs of all the Clearing corporations through which its trades are cleared.
Significant accounting policies and notes to the financial statements for the year ended March 31, 2020
(Rupees in lakhs, except share and per share data, unless otherwise stated)
BSE has already contributed ` 15,072 to Indian Clearing Corporation Ltd., which is in excess by ` 12,388 as compared to the requirement, as of
March 31, 2020, of the above mentioned circular relating to Core SGF. Based on the transactions executed on BSE and which are cleared by other
Clearing Corporations, requirement of Core SGF is ` 1,264 as on March 31, 2020. The Board of the Company has decided to represent SEBI for
allowing to utilize the excess contribution by BSE lying with Indian Clearing Corporation Ltd. to be adjusted with the said contribution to the other
clearing corporations requirement.
The Clearing Corporations have also represented to SEBI that the contribution by exchanges towards Core SGF of clearing corporations may be
allowed to be contributed in the form of Bank Fixed Deposit / Government Securities. The Company is awaiting clarification from SEBI in this regard.
In view of the above, no contribution has been made to other clearing corporations and the Company has not taken any charge for the contribution
to Core SGF in the current year’s statement of profit and loss. The Management has also assessed that there is no impact on their operations with
clearing corporations due to non payment of contribution to Core SGF to them.
44. The novel coronavirus (COVID-19) pandemic continues to spread rapidly across the globe including India. On March 11, 2020, the COVID-19
outbreak was declared a global pandemic by the World Health Organization. The Indian government had announced countrywide lockdown which
is continued at present.
In this nation-wide lock-down period, though all the services across the nation were suspended, some essential services establishments including
securities market participants could operate and were exempted from the lock-down. The management has assessed the potential impact of the
COVID-19 on the Company. Based on the current assessment, the management is of the view that impact of COVID-19 on the operations of the
Company and the carrying value of its assets and liabilities is not likely to be material.
45. The Company has opted for the Sabka Vishwas (Legacy Dispute Resolution) scheme, 2019 for the settlement of service tax matter of earlier years.
Accordingly, an amount of ` 366 was paid under the said scheme, which was charged to the statement of profit and loss for the year ended March
31, 2020.
46. Previous year’s figures have been regrouped / reclassified and rearranged wherever necessary to correspond with the current year’s classification
/ disclosure.
302
FORM AOC-I
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Part “A”: Subsidiaries - Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
(Information in respect of each subsidiary to be presented with amounts in ` Lakh)
Sr. Name of the Indian BSE BSE BSE Marketplace BFSI Marketplace BIL-Ryerson BSE CSR India India India INX BSE Institute
No. subsidiary Clearing Institute Investments Sammaan Technologies Sector Tech Infra Technology Integrated International International Global of Research
Corporation Limited Limited CSR Private Skill Services Startup Foundation4 Exchange Clearing Access Development
Limited Limited Limited Council of Private Incubator (IFSC) Corporation IFSC & Innovation6
India1 Limited2 Foundation3 Limited (IFSC) Limited5
Limited
303
304
PART “B”: ASSOCIATES AND JOINT VENTURES
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures
(Information in respect of each associate to be presented with amounts in ` Lakh)
Sr. Name of Joint Ventures / Associate Companies Asia Index Central BSE EBIX Marketplace Pranurja
No. Private Limited Depository Insurance EBIX Technology Solutions
Services (India) Broking Private Services Private Limited3
Limited Limited Limited2
(CDSL Group) 1
1 Latest audited Balance Sheet Date (Financial year ended) 31-Mar-20 31-Mar-20 31-Mar-20 31-Mar-20 31-Mar-20
2 Date on which the Associate or Joint Venture was associated or acquired 30-Aug-13 16-Jun-10 15-Mar-18 3-Apr-18 7-May-19
ANNUAL REPORT 2019-20
Note:
1 CDSL Group consists of:
a) CDSL Ventures Limited
b) CDSL Insurance Repository Limited
c) CDSL Commodity Repository Limited
2 Marketplace EBIX Technology Services Private Limited incorporated on April 3, 2018 and it is yet to commence the business.
3 Pranurja Solutions Limited incorporated on April 24, 2018 was subsidiary of BSE Investments Limited upto May 6, 2019 post which it became associate with stake of 41.08% and
it is yet to commence the business.
Listing ceremony of Jinaam’s Dress Limited on 25th April, 2019 at BSE (SME
Listing ceremony of Metropolis Healthcare Limited on 15th April, 2019 at BSE.
Platform).
Listing ceremony of G. K. P. Printing and Packaging Limited on 8th May, 2019 at Listing ceremony of White Organic Retail Limited on 10th May, 2019 at BSE (SME
BSE (SME Platform). Platform)
Listing ceremony of Harish Textile Engineers Limited on 6th June, 2019 at BSE. Listing ceremony of Affle (India) Limited on 8th August, 2019 at BSE.
305
ANNUAL REPORT 2019-20
Listing ceremony of Gujarat Flurochemical Limited on 16th October, 2019 at BSE. Listing ceremony of Greenpanel Industries Limited on 23rd October, 2019 at BSE.
306
BSE LIMITED
307
NOTES