Annualreport16 17 1
Annualreport16 17 1
Annualreport16 17 1
Committed to
improve the financial
well-being of people.
Contents
Chairman’s overview 002
Competitive advantage 004
Awards and accreditations 009
Milestones 010
Financial highlights 012
NSE and the India story 015
NSE and the Indian capital markets 018
NSE’s strengths 024
Board of Directors 026
Management discussion and analysis 028
CSR activities 2016-17 032
Corporate information 034
Board’s report 036
Report on corporate governance 102
Auditors’ report on consolidated
financial statements 122
Akin to its fundamental role of Capital It is noteworthy that for the year 2016-17 Ashok Chawla
formation on the one hand and Savings while the EBIDTA margin for the Group Chairman
mobilisation on the other, NSE continued stood at 76%, the ratio of Profit after Tax to National Stock Exchange of India Ltd.
to be the preferred venue for capital raising. Revenue was 49%. The Return on capital
With 1800+ companies listed on it and employed (ROCE) was 21%. This puts NSE
having a combined market capitalization in the Top Decile amongst the leading
of nearly INR 120 trillion, NSE continues to exchanges globally in terms of the financial
enjoy the status of the premier exchange of performance.
the country. During fiscal 2017, fresh capital
The Company believes in creating long
raised through IPO and OFS was around INR
term value for its shareholders. Yet it is
32653.17 crores.
conscious of expectations and strives to
Background trading financial risk. NSE is recognised for its first among global exchanges in terms of
National Stock Exchange of India (NSE) ability to provide operational transparency, stock index option and currency option
was established on recommendations speed, efficiency, safety and market integrity trading volumes. NSE also ranked second
of the Pherwani Committee in 1992 and coupled with effective risk management, among global exchanges in terms of single
recognised as a Stock Exchange in 1993. It clearing and a settlement mechanism. The stock future contracts trading volume and
was conceived to provide a modern, fully- result is that NSE is now being seen as the currency future contracts trading volume
automated screen-based trading system benchmark of the global securities industry (Source: WFE, 2016).
across India. In the process, NSE emerged for professionalized systems, practices
as the first de-mutualised stock exchange and procedures. Over the decades of its Service offerings
in India, set up as a public limited company, existence, NSE has played a pivotal role NSE offers comprehensive coverage of the
owned by leading financial institutions, in reforming the Indian securities market Indian capital markets across asset classes
banks, insurance companies and other through microstructure, market practices, (equity, fixed income and derivative and
financial intermediaries while being actively trading volumes as well as capital and risk debt securities). NSE’s fully-integrated
managed by professionals. intermediation. business model comprises exchange
listing, trading services, clearing and
Influence Leadership settlement services, indices, market data
NSE is more than India’s premier stock National Stock Exchange (NSE) is the leading feeds, technology solutions and financial
exchange; it is a pure reflection of its USD stock exchange in India and the fourth education offerings. NSE also oversees
2 trillion economy. NSE provides core largest in the world (by number of trades compliance by trading cum clearing
infrastructure for mobilizing capital and done on any exchange). NSE also ranked members as well as listed companies with
Vision
To continue to be a leader,
establish global presence;
facilitate the financial well-
being of people
Values
Integrity, Customer focused
culture, Passion for Excellence,
Trust, Respect and Care for the
individual
the exchange’s rules and regulations. exchange in fiscal 2017 . derivatives trading, 70.3% in interest rate
derivatives trading, 72.91% in ETFs trading
Our derivatives market offers trading NSE’s vertically-integrated business model
for fiscal 2017.
opportunities in various forms of derivatives, includes post-trade and non-trading
such as futures and options on stocks and businesses, which are intended to serve the
Infrastructure
domestic and global indices, currency investment community’s diverse needs and
NSE is headquartered at Exchange Plaza,
futures and options and interest rate futures. provide complementary sources of revenue.
Mumbai, with client-facing regional offices
Trading in derivatives represented 95.17% of NSE’s clearing corporation and subsidiary
in Mumbai, Kolkata, Delhi, Chennai and
the total trading volume on our exchange in National Securities Clearing Corporation
Ahmedabad. In the last few years, NSE
fiscal 2017. Limited (NSCCL) provides clearing and
opened offices in Indore, Kanpur, Pune,
settlement services for the exchange to
Jaipur, Rajkot, Cochin, Hyderabad, Bangalore,
Markets support members throughout the lifecycle
Patna, Lucknow and Vadodara. NSE’s
NSE lists and trades securities on two of a trade. NSCCL was the first clearing
proprietary technology infrastructure is at
markets: cash market and derivatives market. corporation established in India.
par with the best in the world in terms of
NSE’s cash market can be categorized into
size, scale and throughput. The standards
the equity cash market for equities and Market share
set by NSE in terms of market practices,
equity-linked securities, and the debt cash NSE began operations in 1994 and enjoys
products, services and technologies have
market for fixed income securities. leading market shares by total turnover
become industry benchmarks.
of 83.5% in equity cash trading, 99.9% in
Trading in NSE’s cash market represented
equity derivatives trading, 58.1% in currency
4.83% of the total trading volume on the
Cash Market Products: Equities, ETF, MF, SLBS, OFS Proprietary, Retail and Institutional
Services: Settlement Guarantee Participants - Domestic & Foreign
Derivatives Products: Equity Derivatives (Index & Stock), Currency Derivatives, Proprietary, Retail and Institutional
Interest Rate Futures, Derivatives on Global Indices & Volatility Participants - Domestic & Foreign
Services: Settlement Guarantee
Debt Market Products: Debt securities, Corporate bonds, Govt. securities & Proprietary, Retail and Institutional
T bills Participants - Domestic & Foreign
Services: Clearing and Settlement, Risk Management, Connect to
NSE, Corporate bond database
Data and Products: NSE’s online Real time Data Feed, 15-Min delayed, Data vendors, researchers, TV channels,
Information 5 minutes, 2 minutes and 1 minute Snapshot Data, EOD data, financial websites, software and
Vending Historical Trade & order and Corporate Data algorithm developers
Services: Providing data feed
Index Services Products: Equity Index- NIFTY, NIFTY 100, NIFTY Bank indices etc. AMCs, ETF issuers, insurer, NBFCs,
and Debt Index. investment banks, stock exchanges and
Services: Index IP Licensing and Customized Index solution AIFs
15 85%
50,55,913
9,173.75
7,735.20
42,36,983
key global of total
markets where equity ETFs
NSE’s NIFTY AUM in India
5,295.55
1,19,78,421
1,808
1,733
1,688
1,666
1,646
99,30,122
93,10,471
72,77,720
62,39,035
60,96,518
11-12 12-13 13-14 14-15 15-16 16-17 11-12 12-13 13-14 14-15 15-16 16-17
Number of Companies listed on NSE NSE’s combined market capitalization (Rs/cr)
2014 CII- Exim Bank 2013 Capital Finance 2010 The Asian Banker
Prize for Business International - Best Achievement
Excellence Stock Exchange Awards for Markets
Award, India and Exchanges -
Financial Derivative
Exchange of the
Year Award
Commenced
electronic or screen- Created and
based trading administered a
settlement fund
Launched the equity
and wholesale debt Launched NIFTY 50
market segments Index, which remains
our flagship index
today
Commenced trading
and settlement
in dematerialised
securities on our
Became the first in exchange
India to offer trading
in currency futures
Established
securities lending
and borrowing
scheme Launched trading in
currency options
Launched NOW
platform for web- Launched NOW
based trading platform for mobile
devices
Commenced trading in
Launched index futures and options
mutual fund on global indices, namely
service system the S&P 500 and Dow
Jones Industrial Average
Commenced internet
trading Launched
ETFs
Launched index listings
futures based on the
NIFTY 50 index (then
known as S&P CNX
Nifty) for trading
Listed index futures
on Nifty 50 on the Launched NMF-II
Singapore Exchange platform for mutual
funds Launched Nifty
Launched SME- 50 index futures
Launched NBF II trading on TAIFEX
specific EMERGE segment for interest
platform for the rate futures Launched electronic
listing and trading of book-building
securities of SMEs Launched trading platform for private
on India VIX index placement of debt
Commenced trading futures
in index futures and securities
Options contracts on Commenced on Nifty Launched platform
the FTSE 100 index 50 (then known as for sovereign gold
CNX Nifty) on the bond issuances
Osaka Exchange
2,680.83
2,104.26
2,359.17
1,863.54
2,291.04
1,729.60
1,920.63
1,813.62
1,363.09
1,280.19
FY13 FY14 FY15 FY16 FY17 FY13 FY14 FY15 FY16 FY17
Total revenue (Rs. cr) Revenue from Operations (Rs. cr)
20.20
26.4
1,729.44
1,706.63
23.0
22.8
1,402.57
18.5
1,261.43
17.2
7.95
7.30
6.80
5.00
FY13 FY14 FY15 FY16 FY17 FY13 FY14 FY15 FY16 FY17 FY13 FY14 FY15 FY16 FY17
Profit Before Tax (Rs. cr) Earnings Per Share * (Rs.) Dividend Per Share * (Rs.)
* Face Value Re 1. Number of shares 49.5 Crs * Face Value Re 1
Twenty-fifth Annual Report 2016-17 | 13
14 | National Stock Exchange of India Limited
NSE and the
India story
India is the fastest growing economy;
NSE is arguably India’s most visible
growth index. The implication is
that as India grows faster across the
foreseeable future, this is expected to
correspondingly translate into growth
for its leading exchange.
24
Foreign direct
44
Foreign direct
44
Foreign direct
12% in early 1990s to approximately 5.5% (source:
Oxford Economics).
India expected to continue to remain the fastest Nominal GDP (US$ TN)
growing global economy
7.9
7.0
6.0
5.4
6
5.0
4.0
4.2
3.5
4.0
2.9
4 3.2
2.4
2.4
3.0
2.1
2.2
2.2
2.0
2.4
1.9
2.2
1.8
1.7
2.0
1.2
1.3
0.9
0.8
2
0.8
1.0
0.0
0
Europe
Russia
Brazil
US
Hong Kong
Singapore
World
Asia-Pac
China
India
UK
44%
Corporate bonds
33%
Corporate bonds
75%
Corporate bonds
outstanding to GDP outstanding to GDP outstanding to GDP
ratio for Malaysia ratio for Singapore ratio for S.Korea
69 147
Aadhaar card to the opening of bank were less than 10% of the number of
accounts, Pradhan Mantri Fasal Bima banking accounts, indicating strong
Yojana, Digital India, India Stack, new growth potential . Market Market
bank licenses, launch of payment capitalisation capitalisation to
Low free-float levels: A large
banks and small banks. to GDP ratio for GDP ratio for US,
number of listed companies in India
India, 2016 2016
Financial asset growth: had significant promoter holding
Traditionally, Indian households with correspondingly low free-float
invested a majority of their savings levels - 47% for NSE compared with
(approximately 60%) in physical 89% for Bovespa, 82% for LSE and
assets like gold and real estate; the
savings share of financial assets has
begun to increase over the last three
90% for NASDAQ) – which could be
corrected as promoters dilute their
holdings over time
89
Market
121Market
years . capitalisation to capitalisation
New cross-currency pairs: RBI GDP ratio for South to GDP ratio for
Ease of access: India’s capital introduced three new cross- Korea in 2016 Malaysia in 2016
market growth is being driven by currency pairs (GBP- INR, EUR-INR,
a boom in the country’s telecom and JPY-INR) last year which led
sector (internet and mobiles), to an increase in volumes in the Source: World Bank
launch of banking services on currency markets. Introduction of
mobile phones and a rise of fin-tech more popular cross-currency pairs
companies focusing on customer could catalyse trading volumes
experience
More IPOs: An increase in the
Greater investing confidence: SEBI number of IPOs could drive listing
has strengthened governance and revenues for Indian exchanges,
disclosure standards, helped curb which could potentially grow 15-
malpractices like insider trading, 20% over the next five years.
strengthening investing confidence
60%
fee for cash equities was 0.3 bps at NSE compared
to 1.3 bps at SET, 3.6 bps at Bursa Malaysia, 3.8
56%
of bank deposits
7%
of direct equity
of India’s
household
bps at SGX and 1.5 bps at LSE (source: Oliver
Wyman).
Source: RBI
NSE BSE
Year of establishment 1992 1875
Products Cash equities √ √
Stock options √ √
Stock futures √ √
BSE is the oldest stock
Index exchange
options in India while NSE is largest in terms √of turnover √
Index futures √ √
Foreign indices √ √
Debt instruments √ √
Currency futures (USD, EUR, GBP, JPY) √ √
Currency options (USD) √ √
Interest rate futures √ √
Other asset classes (direct or through associates) Power, Commodities, Receivables Power, Commodities
Number of companies listed 1,808 5,911
Market capitalisation (INR TN) 93.1 94.8
Turnover (INR TN) Cash equities 42.4 7.4
Equity derivatives 648.3 44.8
Currency derivatives 45.0 27.6
Interest rate derivatives 5.3 1.1
Source: SEBI annual report 2016
Total turnover and market share of different players and different asset classes
Turnover in INR TN, market share in % FY16
NSE - 99.3% NSE - 92.4%
49.8 693.0 6.6 75.9 10.2 0.3 BSE - 0.7% BSE - 7.6%
6% 3% 4% 26.9 49.0
35.6 78.3 533.3 45.7
34.0% 0.8%
37.7% 6.2%
0.0%
8.2%
0.3%
36%
91.8%
99.7%
100%
65.2%
56.1%
NSE
Equity Equity Interest rate Currency Corporate ETFs
Cash derivatives derivatives derivatives bonds Stock Stock Index Index BSE
Currency Currency
options futures options futures options futures
MSEI
Note : The data is for financial year (1st April to 31st March) Source: WFE, SEBI
*Corporate bond number as reported by SEBI – may include trades that are reported to exchanges but executed off-exchange
Products and services: The scale and derivatives market to expand trading and model provides comprehensive pre- and
breadth of NSE products and services, non-trading product offerings, introduce post-trade products and services for our
sustained leadership across multiple asset new derivatives and other structured trading members and market participants
classes in India and globally as well as its products for trading, introduce new NIFTY throughout the entire life cycle of a trade
integrated business model have enhanced indices to track different market sectors
Technology: NSE leverages prudent
NSE’s market responsiveness. and support algorithmic trading through
technologies and related innovation to offer
co-location facilities – addressing the
Efficient price discovery: NSE’s leadership services at the lowest possible cost. NSE’s
demanding needs of high volume and high
in trading volumes has helped attract trading platform can process over 450+
frequency traders.
participants to its exchange, strengthening million messages per day, performing at the
efficient price discovery, attracting Technical parameters: NSE provides a highest level of reliability and availability.
additional listing, generating trading activity dependable trading backbone; outages NSE teams developed components
and the driving demand for data and index were nil in the last three years and lower of its technology platform, and made
products. than global peers (SGX – 4, DBG – 2, improvements to outsourced or licensed
NASDAQ – 1, CME – 1). technologies,. NSE also licenses the NOW
Responsiveness: NSE leveraged high
trading software that provides connectivity
trading volumes particularly in the Integrated model: Our integrated business
to its exchange through trading terminals, NSE launched internet trading in 2000, and backgrounds with an extensive
web-based browsers and mobile devices. electronic filing system for listed companies, experience in financial market operations.
direct market access, co-location facilities The management team is supported by our
Pioneer: NSE pioneered technologies,
and our mutual fund trading platform in Board of Directors, possessing extensive
adopting real-time risk monitoring of
2009 and mobile trading for investors in executive leadership experience in the
trading on the exchange. NSE’s launches
2010. public and private sectors across business,
of electronic, screen-based trading in 1994
regulation and technology. The NSE average
and derivatives trading (in the form of index Domain experience: NSE employs about
age was 33.5 as on March 31, 2017.
futures) were the first of their kind in India. 520 individuals from diverse capabilities
Leadership: NSE has been ranked as the equivalents as well as bank balances other business. In fiscal 2017, 36.5% of revenues
largest stock exchange in India (by total and than cash and cash equivalents (including derived from operations, were generated
average daily turnover for equity shares) other non-current bank balances, earmarked from sources other than trading services
every year since 1995. NSE was ranked first deposits and balance in escrow account) in addition to income from investments of
among exchanges by trading volume in aggregating Rs. 74,383.6 million, Rs. 50,287.5 deposits received from trading members
2015 (Source: WFE). This sustained leadership million and Rs. 112,311.8 million as of March (including annual listing fees), revenues from
across asset classes in the Indian and global 31, 2012 and 2016 and 2017 respectively. data feed and index businesses, rack space
exchange sectors indicates the robustness NSE’s large and diversified long-term rental and connectivity charges related to
and liquidity of the exchange backed by investment portfolio totalled Rs. 37,165.1 co-location services.
advanced technology platforms and a million as of March 31, 2017.
robust risk management framework.
De-risked: NSE’s diversified business
Balance Sheet: NSE had cash and cash model reduced its dependence on trading
Ashok Chawla is the Chairman and Public Interest Director of our Company. He holds a master’s degree in
economics from Delhi School of Economics. He has 43 years of experience in public service. He was an Indian
Administrative Service Officer and has held various posts in GoI, including as the secretary, Ministry of Civil
Aviation, finance secretary, Ministry of Finance and chairman of the FIPB. He served as the economic counsellor
in the Indian Embassy in Washington. He was also an alternate Governor for India at the World Bank and
International Monetary Fund. Mr. Chawla has served as a member on the Board of the RBI, State Bank of India,
Life Insurance Corporation of India and India Infrastructure Finance Company Limited. In January 2011, he was
appointed by the GoI as the chairman of a committee to examine the allocation and pricing issues relating to
scarce natural resources. Subsequently, he was appointed as chairman of the CCI and retired in January 2016. He
has been associated with our Company since March 28, 2016.
Ravi Narain the Vice-Chairman and Shareholder Director of our Company since April 2013 till May 31, 2017, was
the deputy managing director since April, 1994 until November, 2000. Thereafter, from November, 2000 until
March, 2013, he was the managing director and chief executive officer of our Company. He has resigned from
the Board with effect from June 1, 2017. Mr. Narain has experience in stock exchange operations.
Abhay Havaldar is a Shareholder Director of our Company. He holds a Bachelor’s degree in Electrical
Engineering from the Mumbai University and a Master’s degree in management from the London Business
School. Previously, he was associated with General Atlantic, a global growth equity firm as an Advisory Director.
He was instrumental in establishing General Atlantic’s India Office. He has experience of investing in the Indian
markets as a venture capitalist and growth investor. He is also a Board member of the Society for Innovation and
Entrepreneurship (“SINE”). He has been associated with our Company since June 13, 2012.
Dinesh Kanabar is a Public Interest Director of our Company. He is a qualified Chartered Accountant and a
member of the Institute of Chartered Accountants of India. Mr. Kanabar is the Chief Executive Officer of Dhruva
Advisors LLP. He has experience in taxation matters. Previously, he was the Deputy Chief Executive Officer of
KPMG in India. He has been associated with our Company since July 13, 2016.
Anshula Kant is a Shareholder Director of our Company. She holds a Master’s degree in economics from the
University of Delhi. She has been working with the State Bank of India for 33 years. Currently, she is holding the
position of Deputy Managing Director & Chief Financial Officer of State Bank of India. She has experience in retail
banking, corporate credit, cross-border trade and banking in developed markets. She also headed the Bombay
circle of SBI as the Chief General Manager covering the states of Maharashtra and Goa. At SBI, she has served
as the General Manager, performance planning and review, corporate centre, Mumbai; Chief Executive Officer,
Singapore. She was also responsible for launching retail operations for SBI in Singapore. She has been associated
with our Company since October 19, 2016.
T.V. Mohandas Pai is a Public Interest Director of our Company. He is a qualified Chartered Accountant and
a fellow member of the Institute of Chartered Accountants of India. Mr. Pai is the chairman of Manipal Global
Education Services Private Limited. He co-founded AARIN Capital, a venture capital fund. He has served on the
Board of SEBI and is currently the Chairman of SEBI Primary Markets Advisory Committee. Previously, he worked
at Infosys Limited from 1994 to 2011, and was its Chief Financial Officer and later a member of its Board of
Directors. He co-founded the Akshaya Patra Foundation, Bangalore in 2001 which runs the world’s largest mid-
day meal program. He was awarded the Padma Shri in 2015. He has been associated with our Company since
July 13, 2016.
Prakash Parthasarathy is a Shareholder Director of our Company. He holds a Post Graduate degree in
Management from Indian Institute of Management, Bangalore and a B. Tech. degree in Computer Science
from BITS, Pilani. He has been associated with our Company since May 30, 2012. Prakash Parthasarathy is the
outgoing Managing Partner & Chief Investment Officer of PremjiInvest, an investment office serving Azim
Premji (Chairman, Wipro) and his Foundations. Prakash joined as the founding CIO of PremjiInvest in 2006 and
is responsible for the firms strategy and operations across all asset classes in India, China and the US. The firm
manages assets over USD 4 billion.
Dharmishta Raval is a Public Interest Director of our Company. She holds a degree in law and is enrolled as
an Advocate of the Gujarat Bar Association since 1980. Previously, Ms. Raval was a director of Ace Derivates and
Commodity Exchange Limited and is presently a member of the Advisory Committee of SEBI-Mutual Funds.
Previously, she has also served on the Board of SEBI as an Executive Director. She is a practicing advocate at the
Gujarat High Court. She has been involved in matters relating to service law, banking laws, financial institutions,
company law, labour laws and income tax. She has been associated with our Company since February 5, 2016.
Sunita Sharma is a Shareholder Director of our Company. She holds a Master’s degree in science from Delhi
University. She is the Managing Director of Life Insurance Corporation of India. She has also served as the
Managing Director, Chief Executive Officer and Executive Director of LIC Housing Finance Limited and LIC HFL
Care Homes Limited. The Institute of Economic Studies conferred her with the Udyog Rattan Award. In February
2015, ABP Real Estate Awards presented her with Women Super Achiever in the real estate sector. She received
a certificate of achievement in the Outstanding Category of the Asia Pacific Entrepreneurship Awards, 2016. She
has been associated with our Company since October 19, 2016.
and 7.7% in FY2017- of these companies, as of March 31, 2017, F&O and CD segments. Consequent to the
increase in income from transaction charges,
18 and FY2018- stood at around Rs. 120 lakh crore.
the clearing and settlement charges for the
19, respectively, Book building fees year FY 2016-17 paid to NSCCL increased
primarily supported During the year, there was a healthy increase by around 2% i.e. from Rs. 98.54 crore in
in the total book building fees of around
by implementation of 63% from Rs. 8.50 crore for FY2015-16 to
FY2015-16 to Rs. 100.05 crore in FY2016-17.
key structural reforms Rs. 13.83 crore for FY2016-17. Employee cost
and the successful Interest and other investment income The exchange recognises the value of its
adoption of the long- During FY2016-17, the total investment human capital deployed at all levels. To
awaited Goods and income increased by around 17% from continue to provide best-in-class services to
its members and other market participants,
Services Tax (GST). Rs. 618.88 crore for FY2015-16 to Rs. 722.75
it is essential for the Company to attract
crore for FY2016-17. The increase was mainly
on account of a gain on sale of investments and retain the best talent available. In this
and fair value gain on investments. direction, the Company continues to take
various initiatives to follow best practices
Other operating revenues in HR and also keeps benchmarking it
During FY2016-17, other operating revenue with other forward-looking organisations.
increased by around 10% from Rs. 152.04 During FY 2016-17, the Company has taken
crore for FY2015-16 to Rs. 167.11 crore for a number of HR initiatives in the areas
FY2016-17. of employee development and training,
Other income harnessing knowledge and skill levels as well
During FY2016-17, other income declined by as various staff welfare measures, etc. During
around 52% from Rs. 33 crore in FY2015-16 FY 2016-17, the employee-related expenses
to Rs. 15.99 crore for FY2016-17. The decline stood at Rs. 107.47 crore, which was Rs.
verticals – primary education, elder to bridge the literacy gaps of children aged between
5 -12 years from disadvantaged communities. NSE,
care and sanitation & safe drinking also undertakes interventions through capacity
water. Besides, NSE strives to provide building, training of teachers, strengthening
speedy relief and assistance to affected School Management Committees (SMCs), training
of volunteers (Shikshan Mitras) and mobilizing
geographies and communities during community support to ensure delivery of quality
natural disasters. NSE has developed education. The NSE FINITE model assists in initiating
a unique model -FINITE (Focused, programmes that are intensive, customized and
focused on extremely backward districts. Many of
Innovative, Niche, Impactful, Tracked and these programmes are model path breaking projects
Engaging) for selection of CSR projects. recognized as social and educational change agents.
The TISS field action project Chunauti has been
considered by Hon. High Court of Bombay to be
a model project with a directive to implement it
across 19 MDC (Mentally Deficient Children) Homes
in Maharashtra with a future scale up envisaged pan
India.
To
The Members,
Your Directors have pleasure in presenting the Twenty-fifth Annual Report and Audited Financial Statements of the National Stock Exchange of
India Limited (referred herein as ‘NSE’ or ‘the Company’ or ‘the Exchange’) for the year ended March 31, 2017.
Source: FIA rankings based on number of contracts traded or cleared between Jan 16 -Dec 16
http://marketvoicemag.org/sites/default/files/MARCH_2017_VOLUME_SURVEY.pdf
The details of top 5 exchanges trading single stock futures are given in Table below:
The details of top 10 exchanges trading stock options are given in Table below:
Table 9
Sr Exchange Country No. of Trades
no (in Thousands)
1 Shenzhen Stock Exchange China 36,23,904.94
2 BATS Global Markets USA 26,07,670.22
3 Shanghai Stock Exchange China 23,96,148.00
4 National Stock Exchange of India India 19,25,194.77
5 NYSE USA 18,51,847.04
6 Korea Exchange Korea 18,46,442.43
7 Nasdaq - US USA 17,70,724.63
8 Japan Exchange Group Inc. Japan 8,73,202.42
9 BATS Chi-x Europe USA 5,58,611.05
Table 10
Sr Exchange Country No. of listed bonds
no
1 Luxembourg Stock Exchange Luxembourg 30,550
2 Irish Stock Exchange Ireland 29,039
3 Korea Exchange Korea 12,685
4 National Stock Exchange of India India 7,989
Table 10 (a)
Sr Exchange Name of Market % change
no (2016-15)
1 NZX Limited NXT 225.8
2 National Stock Exchange of India Limited SME Emerge 172.6
3 BSE Limited Small & Medium Enterprises 110.4
4 Bolsa de Comercio de Buenos Aires Pyme Board 91.2
5 Moscow Exchange Innovations & Investments Market 85.5
6 Luxembourg Stock Exchange Euro MTF 62.5
7 The Egyptian Exchange NILEX 38.8
8 Malta Stock Exchange Alternative Companies List 37.3
9 The Stock Exchange of Thailand Market for Alternative Investments (mai) 34.5
10 Cyprus Stock Exchange Emerging Companies Market 34.5
The Exchange also granted additional segment membership to 14 members during the Financial Year 2016-17.
Table 11
Category CM F&O CD Debt Composite Total Members*
Segment membership
Segment Segment Segment
(CM, F&O, CD and
Debt)*
Trading members registering with 23 21 16 1
SEBI for the first time
Existing Members registering in 2 1 6 5
1303 1468
additional segments
Registered Sub-brokers* 18783 Nil Nil Nil
Authorised persons* 67161 76898 19651 Nil
Surrender of membership 24 23 19 3
As on March 31, 2017, the number of listed companies available for trading was 1696 compared to 1580 at the end of March 31, 2016.
30,000
5,70,000
27,500
5,20,000
25,000
Average Daily Traded Value
4,70,000
22,500
Traded Value (Rs. in Crs.)
Value (H in Crs.)
4,20,000
20,000
3,70,000 17,500
(H in Crs.)
3,20,000 15,000
2,70,000 12,500
2,20,000
Traded
10,000
1,70,000 7,500
1,20,000 5,000
70,000 2,500
20,000 0
6
7
6
16
16
17
17
16
6
16
16
r- 1
l-1
-1
t-1
-1
p-
c-
n-
b-
v-
g-
n-
ar
ay
Ju
Ap
Oc
De
No
Au
Se
Ja
Fe
Ju
M
M
2016-17
Traded Value Average Daily Traded value
Table 12
The turnover of Nifty 50 securities was H22,08,210 crores in the year 2016-17 as compared to H19,63,224 crores in the previous year. The contribution
of Nifty 50 securities turnover to total turnover during the year 2016-17 was 43.68% compared to 46.34% in the year 2015-16.
16
16
17
7
17
-1
-1
l-1
-1
-1
-1
-1
-1
n-
p-
b-
n-
pr
ar
ay
ug
ct
ov
ec
Ju
Ju
Se
Fe
Ja
O
M
A
D
M
2016-17
Market Capitalisation
15000000
14000000
MCAP (Rs. in Crs.)
13000000
12000000
11000000
10000000
9000000
8000000
7000000
Apr-16 May-16 Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 Mar-17
2016-17
25%
20% 19%
17% 17%
15%
12%
11% 11% 11%
10% 9% 9%
10%
6% 5%
5%
0%
Upto 10 >10 to 50 >50 lakh >1 cr to >5 cr. To >10 cr. To Above 50crs
lakh lakh to 1 cr. 5 cr. 10 cr. 50 cr.
April 2016- Live Trading sessions from Disaster Recovery (DR) site October 2016- Events / incidents impacting markets
The Exchange conducted successful Live trading sessions from its a. Extended live trading session was conducted on October 28,
Disaster Recovery (DR) site on April 11, 2016 and April 12, 2016. 2016 on the occasion of Dhanteras.
June 2016- Two Factor Authentication - Dissemination Board b. Muhurat Trading session was held on October 28, 2016 on
In order to enhance security measures, the Exchange has implemented account of Diwali.
Two Factor Authentication (2FA) for user log in on Dissemination Board December 2016- Consolidated circular on Market Data
for Capital Market. Exchange issued a consolidated circular incorporating previous
June 2016- Trading in Sovereign Gold Bonds circulars issued on Market Data Broadcast.
Exchange has introduced trading of Sovereign Gold Bonds. The first New developments in Listing, Surveillance and Inspection
tranche of such Bonds (issued on November 30, 2015) was made a. Board Evaluation in India - The Companies Act, 2013 now
available for trading since June 13, 2016. mandates formal annual evaluation of the Board and its
June 2016- Trading in the security of listed stock exchange by Directors. The process of Board evaluation is relatively new to India.
trading members or their associates and agents To help corporate India learn it faster and spread the knowledge
Exchange issued a circular notifying the introduction of a new market on Board evaluation it was necessary to create awareness on
type as defined under Regulation 1.3.9 of Part A of Regulations for the evaluation practices by leading companies. The Exchange along
Capital Market, on the trading system of the Exchange under the series with Institutional Investor Advisory Services (IIAS) has compiled a
type ‘LS’. compendium of results of a study on Board Evaluation in India -
Disclosure and practices based on disclosures made in the annual
‘LS’ series is made eligible for executing trades under the criteria laid report and corporate governance reports of listed companies. The
down by SEBI in its circular CIR/MRD/DSA/01/2016 dated January aim was to document the practices being followed by prominent
01, 2016, titled, “Procedures for ensuring compliance with Securities companies to enable professionals to understand the prevailing
Contracts (Regulation) (Stock Exchanges and Clearing Corporations) industry best practices in this behalf through a study of the
Regulations, 2012 (‘SECC Regulations’) by Listed Stock Exchanges”. compendium. It is believed that this initiative will help standardise
June 2016- Prevention of Self-Trade the Board evaluation methodologies across the companies. NSE
Exchange had introduced prevention of Self trade facility in October also conducted several seminars in association with National
2015, cancelling the incoming active order so as to avoid matching Institute of Securities Markets (NISM) in Mumbai, Chennai,
between a buy and a sell order entered in the same order book by Kolkata and Bangalore during the year to spread awareness on
a member for the same client code either originating from same or Board Evaluation practices. Senior officials from SEBI and Eminent
different trading terminals of the member. speakers from the Industries have addressed the gathering on the
Board Evaluation disclosures and practices in India.
Pursuant to NSE circular dated June 24, 2016 and based on members’
feedback and to strengthen the Self-Trade Prevention Mechanism, b. Seminar on Secretarial Audit - Secretarial Audit report is an
NSE had implemented an enhanced mechanism where the member important source of information about regulatory and other
was given an option to stipulate at the time of order entry whether to compliances status of the companies. It is an effective tool
cancel passive order or active order that were resulting in a self-trade. to monitor the quality of corporate governance, particularly
through Board level processes. On verification of Secretarial Audit
September 2016- Introduction of Trade Drop Copy Facility
report, we observed several lacunas with respect to the quality
In an endeavor to improve operational convenience, Exchange
of reporting and accuracy of such audit reports. Accordingly,
introduced “Trade Drop Copy” facility. Drop Copy provides members/
the Exchange under the guidance of SEBI conducted seminars
users their trade details/feed on a real time basis.
on secretarial audit for practicing Company Secretaries to bring
October 2016- NEAT Corporate Manager Password Reset through home the deficiencies noticed and to acquaint the professionals
ENIT with standard techniques of secretarial audit. Seminars were
As part of our continuous effort to facilitate Trading Members, the conducted in Mumbai, Delhi, Chennai, Bangalore, Kolkata. Senior
c. Seamless Dissemination of the Information to the Market – During the Financial year 2016-17, the Exchange also conducted
Listed entities file various price sensitive announcements and several workshops across India to bring awareness among the
disclosures on the electronic platform viz., “NEAPS Platform” brokers of the new requirements and to provide clarifications.
provided by the Exchange. In order to expedite information
f. Alerts to investors - As part of NSE’s proactive investor protection
flow to the investors without loss of time, NSE has introduced
measure, the inspection department of the Exchange has
seamless dissemination of information filed by the companies
undertaken an initiative to educate investors by sending alerts
with inbuilt system checks and balances so that this information
through SMSs and emails based on client records registered with
is disseminated to the market without any manual intervention.
us.. Through the e mail/SMS campaign, investors are also being
Exchange has introduce this facility for periodical filing made by the
made aware of the requirements and importance of periodic
companies such as Corporate Governance report / Shareholding
settlement, the need to review their trading activities to prevent
pattern / Financial results / Annual Report and additional certain
the investors from falling prey to assured return schemes. Around
types of announcement like Investor Presentation, Press Release,
2 million email alerts and 1.8 million alerts were issued till the end
Shareholder Meeting, etc are disseminated to the investors
of March, 2017.
seamlessly without any intervention by the Exchange official.
g. Launch of NSE – Electronic Bidding Platform (NSE-EBP) - Given
d. Process improvement and automation: In the continuous
the lacunae in the traditional OTC method of private placement
endeavour to carry out process improvements ‘New Age Currency
of debt securities, SEBI introduced the guidelines for the use of
Surveillance System’ was released with real time monitoring
Exchange based platforms for private placement of debt in April
and alert generation capabilities. Surveillance actions such as
2016. The guidelines introduce a mechanism for Electronic Bidding
identifying securities for periodic call auction, price band review
for issue of debt securities on private placement basis. Electronic
etc were completely automated.
bidding is a solution for improving efficiency and transparency
A state of the art Web crawler tool was launched to assist the of price discovery and reducing the cost and time taken for issue
surveillance team in scanning relevant news, access data and of debt securities on a private placement basis. Subsequent to
track social media in a methodical manner. these guidelines, and based on the feedback received from the
market, NSE launched its Electronic Bidding Platform (NSE-EBP)
Front running identification model was revamped to make it
after extensive consultations with the issuers, intermediaries and
more actionable in speedy identification of cross segment front
investor communities. The NSE-EBP builds on the erstwhile OTC
running.
market process and brings efficiency and transparency to it.
Surveillance team has also started generating alerts purely
The platform was launched on 1 July 2016 with maiden issuance
focused on algorithmic trades. These alerts identify an abnormal
from LIC Housing Finance and has led the market with over 70
trading behavior and alerts the analyst.
per cent issuer participation during the first quarter of its launch.
e. Enhanced Supervision of Stock Brokers - With an objective of At present there are over 45 arrangers and sub- arrangers and
enhancing compliances among the Stock Brokers and ensuring over 200 investors registered on the platform making NSE-EBP
protection of client assets, SEBI formulated the framework of amongst the deepest platform in the market. Till FY17, around INR
“Enhanced Supervision of Stock Broker” in consultation with NSE 1,02,489 crores were mobilized on the NSE-EBP across 278 issues
and other market participants. The basic objective of Enhanced covering over 54 issuers.
Supervision framework is to protect client interests, promote &
h. Issuance of Units of Investment Trusts including REITs and
ensure efficient performance and compliances by Stock Brokers.
InvITs - Real estate and infrastructure sectors in India have faced
With a view to implement SEBI’s directions about Enhanced adversities in the recent past fuelled by increasing debt finance
Supervision framework, necessary infrastructure and systems costs and lack of equity through private investors. To meet these
have been put in place by the Exchange. Though SEBI has challenges, need was felt for a separate structure of investment
postponed the implementation of the relevant provisions till July vehicles to boost the financing and refinancing of the projects
2017, we are encouraging members to avail of the platforms and in these sectors. Accordingly, SEBI in consultation with NSE and
Traded Value F&O segment(Rs in crores) Near Month Futures Close Price NIFTY Cash Segment movement
6,10,000.00
8,800.00 5,90,000.00
5,70,000.00
8,400.00 5,50,000.00
8,000.00 5,30,000.00
5,10,000.00
3,30,000.00
5,600.00 3,10,000.00
5,200.00 2,90,000.00
2,70,000.00
4,800.00 2,50,000.00
2,30,000.00
4,400.00 2,10,000.00
4,000.00 1,90,000.00
1,70,000.00
3,600.00 1,50,000.00
1,30,000.00
3,200.00 1,10,000.00
90,000.00
2,800.00
70,000.00
2,400.00 50,000.00
30,000.00
2,000.00 10,000.00
01-Apr-16
20-Apr-16
14-Jul-16
28-Jul-16
12-Sep-16
27-Sep-16
09-Dec-16
23-Dec-16
06-Jan-17
20-Jan-17
06-Feb-17
20-Feb-17
07-Mar-17
22-Mar-17
10-Nov-16
25-Nov-16
13-Oct-16
27-Oct-16
04-May-16
18-May-16
11-Aug-16
26-Aug-16
01-Jun-16
15-Jun-16
29-Jun-16
Date
Note: Special trading sessions on October 30, 2016 (Muhurat Trading) and January 09, 2017 and January 10, 2017 (Live trading sessions from
Disaster recovery site.)
It may be observed that during 2016-17, new records were set in Index futures, Stock futures, Index options, Total F&O traded value and Stock
options traded value.
45,00,000
40,00,000
Traded Value (Rs Crs)
35,00,000
30,00,000
25,00,000
20,00,000
15,00,000
10,00,000
5,00,000
0
Apr-16
May-16
Jun-16
Jul-16
Aug-16
Sep-16
Oct-16
Nov-16
Dec-16
Jan-17
Feb-17
Mar-17
Month
Among all products, Index Options continued to dominate the Total Turnover with their contribution observed at 78.18% in 2016-17
Table 15
Sr Year Institutional Retail Proprietary
no Average Gross Percentage Average Gross Percentage Average Gross Percentage
Traded Value Contribution Traded Value Contribution Traded Value Contribution
(HCrs) (HCrs) (HCrs)
1 2015-16 1,38,30,974 10.67% 5,18,76,427 40.01% 6,39,44,268 49.32%
2 2016-17 2,67,08,140 14.15% 8,26,35,016 43.78% 7,93,97,477 42.07%
12000000 600000
10000000 500000
8000000 400000
6000000 300000
4000000 200000
2000000 100000
0 0
6
7
No
16
16
17
6
16
17
16
16
r-1
l-1
-1
t-1
-1
p-
v-
c-
n-
b-
g-
n-
ar
ay
Ju
Oc
Ap
De
Au
Se
Ja
Fe
Ju
M
M
FO Cash Segment
The ratio of F&O segment turnover to cash segment turnover was 19 for the year 2016-17 as compared to 31 for 2015-16.
Note: Daily average traded values for options are computed based on options notional turnover.
Others 66%
Ni#y 18%
BankNi4y 10%
BankNi#y 10%
SBIN 2%
SBIN 2%
YES BANK 2%
YES BANK 2%
ICICIBANK 2%
ICICIBANK 2%
Options:
Figure 9
Options Traded Value (H in Crs. )
YESBANK 0.34%
RELIANCE 0.38% Others 7%
SBIN 1%
Ni5y 50%
BANKNIFTY 42%
NIFTY BANKNIFTY SBIN RELIANCE YESBANK Other
Note: Index Futures includes India VIX* data.
Figure 10
June 2016- Levy of fair usage charges for multi-leg orders in derivatives segments
In order to facilitate and encourage fair usage of multi-leg order entry, trading members are levied charges for 2 Leg and 3 Leg orders in Currency
Derivatives.
The charges are based on order execution efficiency i.e. the ratio of number of trades resulting from 2L/3L orders and total number of 2L/3L orders.
In its endeavour to centralize trading in all debt instruments into a single platform, the Exchange introduced a new web based negotiated
reporting platform for reporting of all the deals in debt instruments by trading members with effect from July 01, 2015 in Debt segment. The
Exchange has closed WDM from July 03, 2015 and merged with New Debt Segment. In 2016, NEATPLUS Debt had been discontinued w.e.f.
November 28, 2016 and same was migrated Web Based New Debt Market (NDM) platform.
Debt segment consists of negotiated trade reporting platform and order matching platform
The turnover on Debt segment increased in the financial year 2016-2017. The turnover increased to H6,82,426.20 crores in 2016-17 from H5,69,494.67
crores in 2015-16 registering an increase of 19.83%. The average daily turnover increased to H2,831.64 crores in 2016-17 from H2,363.05 crores in
2015-16.
Figure 11
600000
500000
Turnover (Rs. Cr.)
3900
400000
2600
300000
1300
200000
100000 0
6 7
-1 -1
15 16
20 20
Financial Year
170000 7000
160000 6500
150000
6000
140000
5500
130000
120000 5000
110000 4500
Net traded value
0 0
Jun-94
Oct-94
Feb-96
Jun-96
Oct-96
Feb-97
Jun-97
Oct-97
Feb-98
Jun-98
Oct-98
Feb-99
Jun-99
Oct-99
Feb-00
Jun-00
Oct-00
Feb-01
Jun-01
Oct-01
Feb-02
Jun-02
Oct-02
Feb-03
Jun-03
Oct-03
Feb-04
Jun-04
Oct-04
Feb-06
Jun-06
Oct-06
Feb-07
Jun-07
Oct-07
Feb-08
Jun-08
Oct-08
Feb-09
Jun-09
Oct-09
Feb-10
Jun-10
Oct-10
Feb-11
Jun-11
Oct-11
Feb-12
Jun-12
Oct-12
Feb-13
Jun-13
Oct-13
Feb-14
Jun-14
Oct-14
Feb-16
Jun-16
Oct-16
Feb-17
Oct-95
Oct-05
Oct-15
Feb-95
Feb-05
Feb-15
Jun-95
Jun-05
Jun-15
Month
Net Traded Value (Rs Cr) Average daily Value (Rs cr)
48000
3900
36000
2600
24000
1300
12000
0 0
6 6 6 6 6 6 6 6 6 7 7 7
r-1 ay
-1 n -1 l-1 g -1 p -1 t-1 v -1 c -1 n -1 b -1 r-1
Ap M Ju Ju Au Se Oc No De Ja Fe M
a
Month
Transactions in dated government securities account for a substantial share in the Debt segment with 70.04% in 2016-2017. Market capitalisation
of the Debt segment has witnessed a constant increase in the number of securities available for trading on this segment. Total market capitalisation
of the securities available for trading on Debt segment stood at H66,11,683.72 crores as on March 31,2017
Govt Securi,es
Corporates
Bank Bonds Treasury Bill
13.17%
Inst Bonds 2.59%
3.67% PSU Bonds
PSU Bonds
10.54% Inst Bonds
Bank Bonds
Corporates
Treasury Bill
9.99%
Govt Securi,es
60.03%
State Loans
Others 29.10%
16.09% T-Bills
4.82%
155000 8000
140000 7000
6000
Traded Value (Rs. Crore)
125000
5000
110000
4000
95000
3000
80000
2000
65000
1000
50000 0
Apr-16 May-16 Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 Mar-17
Month
In this regard, SEBI has directed that, pending completion of Subject to applicable statutory provisions and to retain Shareholders’
investigation to the satisfaction of SEBI, all revenues emanating from confidence, the Company intends to have a total dividend payout
colocation facility including the transaction charges on the trades (including dividend distribution and other taxes, cess, levies, if any
executed through this facility be placed in a separate bank account. relating to the dividend) of around 60% of its consolidated profit, net
Accordingly, such transfers are made from time to time. The amount of tax for the relevant financial year, subject to the aforementioned
transferred for the period from September 2016 to March 2017 was factors and such other factors as may be decided by the Board from
H375.51 crores. time to time. The dividend policy is available on the website of the
Company.
The state of affairs of the Company is presented as part of Management
Discussion and Analysis Report forming part of this report. During the year under review, the Board had declared and paid an
interim dividend of H79.50 (795%) per equity share (on the face value
4.3 Share Capital of H10 each) for which the record date was fixed as October 17, 2016
Bonus Issue and the said amount was paid to the Shareholders of the Company on
During the year under review, the Company made bonus allotment October 18 and October 19, 2016. The total interim dividend outflow
of 45 lakh equity shares of H10/- each in the ratio of 1:10 (i.e. 1 equity was H357.75 crores and dividend distribution tax was H72.83 crores.
share for every 10 equity shares held) to the Shareholders whose The Board of Directors at their meeting held on May 5, 2017
names appeared in the Register of Members / List of beneficial owners recommended payment of final dividend at H12.25/- (1225%) per
as on November 23, 2016. Consequently, the Issued, Subscribed and equity share (on the face value of H1 each) for the year 2016-2017. The
Paid-up equity share capital of the Company increased to H49.50 crores final dividend outflow shall amount to H606.38 crores and dividend
comprising of 4.95 crore equity shares of face value of H10/- each. distribution tax shall be H123.44 crores. The payment of the final
Sub-division of Equity Shares dividend is subject to the approval of the members which is being
The Board of Directors of the Company at its meeting held on October sought at the forthcoming Annual General Meeting and shall be paid
4, 2016 and the Members at the Extra-ordinary General meeting to those members whose names appear in the Register of Members
held on November 10, 2016 gave their approval for sub-division of of the Company as on July 28, 2017, being the record date for the
face value of equity shares of the Company from H10 to H1 per share. purpose of final dividend.
Accordingly, December 13, 2016 was fixed as the record date for the With the payment of interim dividend and proposed final dividend,
purpose of sub-division of equity shares. the total equity dividend for the year 2016-17 (including dividend tax)
Consequent to the sub-division of shares, the Authorised share capital shall aggregate to H1160.40 crores.
of the Company stood at H50 crores divided into 50 crore equity shares
In accordance with Regulation 33 of the SECC Regulations, every The particulars of contracts or arrangements with related parties are
recognized stock exchange was required to transfer twenty five given in Form AOC-2 and is attached herewith as Annexure-1 to this
percent (25%) of its annual profits every year to a Settlement Guarantee Report.
Fund (“SGF”) of the recognized clearing corporation(s) which clears
and settles trades executed on that stock exchange to guarantee 4.8 Details in respect of adequacy of Internal Financial Controls
settlement of trades. Subsequently, SEBI in its press release No.66/2012 with reference to the Financial Statements
dated June 21, 2012 made an announcement about expert committee Currently there is high degree of automation in most of the key areas
being formed to inter-alia look into the norms for adequacy of the of operations and processes of the Company. Such processes are
core corpus of the SGF and its sourcing, including transfer of profits by well documented with comprehensive and well defined Standard
stock exchanges to SGF in the long run. As a matter of prudence, the Operating Procedures (SOPs) which inter alia include, financial controls
Company had recorded the provisional appropriation from reserve at in the form of maker checker, strict adherence to financial delegation
25% of its annual profit after tax in its financial statements. made by the Board at various levels, systemic controls, information
security controls as well as role based access controls etc. Such
Effective August 29, 2016, SEBI has amended Regulation 33 of SECC
controls are periodically reviewed for change management in the
Regulations and the Company is now required to contribute only
eventualities of introduction of new processes / change in processes,
towards the Minimum Required Contribution (MRC) of Core SGF.
change in systems, change in personnel handling the activities etc.
Accordingly, during the year ended March 31, 2017, the Company
Such controls are independently reviewed by the internal auditors /
has recorded an expense of H121.07 crores (pro-rata based on profits
operational reviewers of the Company. Internal Auditors, Operation
till the date of amendment of the Regulation) (net of H13 crores for
reviewer and an independent practising Company Secretary also
contribution to MRC of Core SGF for the year ended March 31, 2017)
review the compliances by the Company of applicable laws on a
in its Statement of Profit and Loss and disclosed H284.39 crores as the
quarterly basis.
amount payable to Core SGF as other current liability in its Balance
Sheet as of March 31, 2017. The observations, if any, of the internal audit, operations review and
the compliance report issued by independent practicing company
4.6 Particulars of Loans, Guarantees or Investments under secretary are also presented to the Audit Committee every quarter.
section 186 of the Companies Act, 2013
The Statutory Auditors have conducted a review of Internal Financial
No loan or guarantee was given to any person during the year. The Controls including Entity Level Controls. IT General Controls, risk
investments made by Company during the year are in accordance control matrix and process walk through on as sample basis as per the
with the provisions of the Companies Act, 2013. The particulars of guidelines issued by ICAI.
Investments made during the financial year are set out in the Notes to
Accounts which forms part of this Annual Report. 4.9 Subsidiaries, Joint Ventures and Associate Companies
The Company has 10 (direct and indirect) subsidiaries (9 in India and 1
4.7 Particulars of Contracts or Arrangements with Related Parties
abroad) as on March 31, 2017.
All contracts/arrangements/transactions entered by the Company
during the financial year with related parties were on an arm's length During the year under the review, the following two Companies were
basis, in the ordinary course of business and were in compliance incorporated:
with the applicable provisions of the Companies Act, 2013 and SEBI • NSE IFSC Limited was incorporated on November 29, 2016
Listing Regulations. There are no materially significant Related Party
• NSE IFSC Clearing Corporation Limited was incorporated on
Transactions entered into by the Company with the Directors, Key
December 2, 2016
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large. NSE Educational Facilities Limited, subsidiary Company was renamed
4.9.1. National Securities Clearing Corporation Limited (NSCCL) Securities Lending and Borrowing segment (SLBS): NSCCL is an
approved Intermediary (AI) for SLBS with SEBI. In 2016-17, the volumes
NSCCL was incorporated as a public company on August 31, 1995
in SLBS increased by 24.02% from H9,624.88 crores in 2015-16 to
at Mumbai under the Companies Act, 1956. NSCCL carries on the
H11,936.76 crores. As compared to previous year, during 2016-17,
business of, inter alia, clearing and settlement of shares, other securities
securities traded in SLBS increased from 173 to 185. As on March 31,
of all kinds including securities defined under the Securities Contracts
2017, there are 135 participants, 5 custodian-cum-participants and 5
(Regulation) Act, 1956 and all other instruments of any kind traded
custodians registered in SLBS.
and to regulate and manage dealings in securities and instruments.
The paid-up share capital of NSCCL as on March 31, 2017 stood at Mutual Fund Service System (MFSS): As on March 31, 2017, 43 mutual
H45 crores comprising of 4.50 crore equity shares of H10 each wherein fund houses with 8775 schemes were enabled under the revised MFSS
100% of the Share capital of NSCCL is held by NSE. scheme. The average daily value of funds settled for subscription of
mutual fund units for financial year 2016-17 was H18.43 crores. The
During the financial year 2016-17, NSCCL earned net profit after tax of
average daily value of funds settled for redemption of mutual fund
H152.84 crores as compared to net profit after tax of H173.81 crores for
units for financial year 2016-17 was H10.08 crores.
the financial year 2015-16. The Board of NSCCL have recommended
dividend of H16 per equity share (on the face value of H10 each) for Corporate Debt Instruments: NSCCL provides DVP-1 based
the year 2016-17. The payment of dividend is subject to the approval settlement for OTC trades in Corporate Bonds, Repo in Corporate
of the members which is being sought at the forthcoming Annual Bonds, Commercial Papers (CP) and Certificate of Deposits (CD). The
General Meeting of NSCCL. average daily settlement value at NSCCL for OTC trades in Corporate
Bonds, Commercial Papers (CP) and Certificate of Deposits (CD) during
Initiatives, Operations and Major Events during the year
the financial year 2016-17 stands at H4,026.20 crores, H3,805.42 crores
CM Segment: NSCCL successfully continued its track record of
and H3,304.93 crores respectively. The highest settlement value, during
completing all settlements in a timely manner. During the period
this period, of H29,511.51 crores (across all corporate debt instruments)
under review, 248 rolling settlements were handled in de-materialised
were recorded on September 29, 2016. During the financial year 2016-
mode. The average value of securities handled per settlement was
17, NSCCL settled 629 repo trades valuing H15,647.40 crores.
H5,967.59 crores in 2016-17. The average funds pay-in per settlement
was H1,650.90 crores in 2016-17. The average number of shares 4.9.2. NSE Strategic Investment Corporation Limited (NSICL)
processed per settlement was about 2926.14 lakhs in 2016-17. Short
NSICL was incorporated as a public company on January 31, 2013 at
deliveries per settlement averaged around 0.17% in 2016-17. The Core
Mumbai under the Companies Act, 1956. Its main objectives are inter
Settlement Guarantee Fund stood at H197.17 crores as on 31st March
alia, to make or hold all strategic investments in the equity shares and/
2017
or other securities of various companies. The paid-up share capital
F&O Segment: The total value of settlement was H96,777.87 crores in of NSICL as on March 31, 2017 is about H825.99 crores comprising
2016-17. The highest monthly settlement was H12,806.09 crores in the of about 41.30 crore equity shares and about 41.30 crores 6% Non-
month of November 2016. March 2017 witnessed the highest monthly cumulative Compulsorily Convertible Preference Shares (NCCPS) of
trading volume of H99,71,152.89 crores. As on March 31, 2017, the Core H10 each, respectively, wherein 100% of its Share capital is held by NSE.
Settlement Guarantee Fund in F&O segment stood at H1051.99 crores.
Drop Copy feature was deployed as a new Layer to trading system, Cross currency pairs and Support for Extended Market: Since
to facilitate institutional clients to get real time access to their trade cross currency contracts would be traded in extended market hours’,
information in CM, FO & CD. It enables the mid office and RMS group flexibility was provided to generate early reports for trading members
to interface with exchange instead of relying on trader’s data. not trading on cross currency contracts and for those trading on cross
currency contracts, report would be generated after end of trading
Self-Trade prevention feature was enhanced to provide ability to
hours.
trader to select active or passive order for cancellation in the event of
self-trade in CM, FO and CD segments. New Listing Platform: Listing platform was re-engineered to improve
reporting efficiency, user experience and to meet new corporate
MTBT changes were made for dissemination directly from market
facing compliance initiatives such as Prohibition of Insider Trading
to bring the MTBT latency in line with order response latency. It is in
(PIT), Corporate Announcement standardization & auto dissemination,
parallel live in CM, FO and CD segment.
Adequacy and accuracy checks for Share Holding Pattern disclosures.
Next Generation E- IPO: New web-based order capture platform
Operations Strengthening
was delivered to achieve simplified bidding process resulting in
BCP Live: NSE Conducted three BCP live sessions in Financial Year
Turnaround Time reduction (post issue closure to 6 working days as
2016-17. The exchange was also able to demonstrate the intraday
against 12 days with earlier version) along with SMS and E-mail alerts
switch-over drills within the SEBI stipulated RTO of 4 hours and with
facility to the investors.
Zero RPO.
New NOW: In-house version of NOW was proposed for enhanced
Split Operations: As per SEBI TAC committee recommendation
business features, scalability, resiliency and maintainability. It will help
letter dated 09th September, 2015 to maintain trained staff at DR site,
in owning the intellectual property right on source code.
split operations by BCP Chennai Operation Teams (both Infra and
Disaster Recovery Management using Sanovi: One of the leading Application) have started. Team is actively involved in day to day daily
DRM solutions ‘Sanovi’ was identified for DR switchover process IT operations.
automation and real time monitoring of both Primary and DR sites.
SCOUT - Web Crawler: As a part of SEBI guidelines, NSE needs to
Phase 1 Implementation of this tool for Connect2NSE and Risk was
track & monitor unstructured information available on the internet.
completed.
Process was automated for short listing news and recommendation
GIFT City: Two SEBI Demos have been completed. and subsequent alerts generation for rumor verification and media
Performance Enhancement of Current Surveillance System: Current recommendation.
system was enhanced to achieve low database latency, quick UI Risk, Controls, Compliances & Quality
response, increased throughput, reduced failover time & reduced RPO. GRC (Governance Risk and Compliance): SEBI Cyber Security & Cyber
Growth through new products and services Resilience Policy - NSE complies with all 54 controls mandated by SEBI
Additional features in Auction were delivered which allow offline Cyber Security & Cyber Resilience: There were no major incidents
order entry to be placed for sell orders in auction market for CM or breaches reported in year 2016-17. Web Application Firewall
segment. protection were enabled for 9 websites of NSE group.
CPSE ETF: With an objective to facilitate acceptance of subscriptions
4.9.5 NSEIT Limited (NSEIT)
for Further Fund Offer of Central Public Sector Enterprises (CPSE)
through CPSE ETF, NSE introduced an online facility for the investment NSEIT was incorporated as a public company on October 29, 1999 at
and subscription of exchange traded fund on its e-IPO platform. Mumbai under the Companies Act, 1956 as NSE.IT Limited. Pursuant
to a fresh certificate of incorporation dated March 10, 2016, the
Strike price changes: Enhancement delivered for changing the
name was changed from NSE.IT Limited to NSEIT Limited. NSEIT is
precision from 2 to 4 decimals.
a step-down Subsidiary of NSE, wherein 100% of its share capital is
Sovereign Gold Bond Scheme (SGB): With an objective to facilitate held by NSICL. NSEIT carries on the business of, inter alia, designing,
orderly collection of bids through Stock Exchange mechanism, an developing, maintaining, marketing, buying, importing and exporting,
Additionally, bandwidth was enhanced significantly for smooth NAL’s Education Outreach:
trading on internet. The above initiatives have resulted in NOW • NAL straddles the entire spectrum of financial courses for students
increasing the user base and trading turnover through NOW from standard VIII right up to MBA professionals, and has tied up
platform during the financial year 2016-17. DotEx continues to with premium educational institutes.
levy usage charges for NOW terminals for accessing exchanges
• NCFM has facilitated more than 17.98 lakh certification
other than NSE on a monthly basis.
examinations for people to be financially savvy since inception
(1998).
NSE has also made equity investment in BFSI Sector Skill Council of The Company has also appointed a management consultancy firm
India. to assist in identifying, assessing and minimising the risk exposure
of the Company. For each of the identified risk areas, the Company
Further, NSDL e-governance Infrastructure Limited, Computer Age
maintains detailed Risk Registers mainly containing details such as risk
Management Services Private Limited, Market Simplified India Limited,
description, risk indicators, categorisation of the risk, current controls
Power Exchange India Limited (PXIL) and Receivables Exchange of
and mitigation plans, etc.
India Limited are associates of NSICL, a subsidiary of NSE. NSICL also
has equity investments in Goods and Services Tax Network.
4.12
Material changes and commitments, if any, affecting
The members of PXIL at their Extra Ordinary General Meeting held financial position of the Company which have occurred between
on 25th January, 2017 had approved the proposal for voluntary the end of the financial year of the Company and the date of the
discontinuation and closure of the business operations of PXIL of Report
running the power exchange. Subsequently, some proposals for There were no material changes and commitments affecting the
acquisition of stake in PXIL from few investors were received. Thereafter, financial position of the Company which have occurred between
the Board of Directors of NSICL had approved the sale of equity shares the end of financial period of the Company to which the Financial
and Optionally Convertible Redeemable Preference Shares (OCRPS) Statements relate and the date of this Report.
held in PXIL to the investor consortium led by Manikaran Power Ltd.
at a sale price of H3 (Rupees three only) per OCRPS and equity share. 4.13 Significant and Material Orders passed by the Regulators
The same has also been approved by the Board of Directors of NSE or Courts or Tribunals impacting the going concern status and
and it was also decided by the Board of NSE to keep the closure of Company’s Operations in future
the business of PXIL in abeyance till the share transfer does not get During the year under review, there were no significant or material
completed and if such transfer is completed then the closure decision orders passed by the Regulators or Courts or Tribunal which would
be rescinded, effective the date of completion. In order to facilitate impact the going concern status of the Company and its future
the process of the sale of shares as stated above, the share Escrow operation.
Agreement was executed on April 27, 2017 wherein Axis Trustee
Services Limited was appointed to act as an Escrow Agent for the said 4.14 Explanations or comments on the qualification, reservation
transaction. The sale transaction is expected to be completed soon on or adverse remark or disclaimer made by the Auditor in his Report
compliance of agreed conditions.
There is no qualification, reservation or adverse remark or disclaimer
made by the Statutory Auditors appointed under Section 139 of the
4.10 Deposits
Companies Act, 2013 in their report. Hence the need for explanations
The Company has not invited, accepted or renewed any deposits or comments by the Board does not arise. The report of the Statutory
within the meaning of Section 73 of the Companies Act, 2013. Auditors forms part of the financial statements.
Accordingly, the requirement to furnish details relating to deposits
The Draft Red Herring Prospectus (DRHP) in respect of the offer for 6.1 Talent Management and Development: NSE as an organization
sale of up 11,14,11,970 equity shares of H1/- each of the Company was believes in Training for all and development of High Potentials. During
filed with SEBI on December 28, 2016. The Company has appointed the financial year 2016-17, NSE has focused on the implementation
Citigroup Global Markets India Private Limited, JM Financial Institutional of the Talent Management Study undertaken in the previous financial
Securities Limited, Kotak Mahindra Capital Company Limited and years. Training needs of each employee is based on the competency
Morgan Stanley India Company Private Limited as the Joint Global framework compatible with the Business Strategy. Company has
Coordinators and book running lead managers to the offer and ICICI continued to focus on the functional and behavioral training based on
Securities Limited, HDFC Bank Limited, IDFC Bank Limited and IIFL the individual and the organizational needs. Various cross functional
Holdings Limited as the book running lead managers to the offer. Cyril learning initiatives such as Up the learning curve were conducted
Amarchand Mangaldas and Latham & Watkins LLP were appointed as on a regular basis. Development center workshops were conducted
Indian Legal Counsel and International Legal Counsel to the Company to identify High Potential talent. Based on the development center
respectively. report, Individual development plans (IDP’s) are created for the
employees. Employee communication was facilitated based on
The information required by SEBI to process the DRHP has been the communication matrix. The emphasis was on the performance
submitted to SEBI as and when required. The Company is awaiting management system to derive desired performance and behavior.
approval from SEBI on the DRHP. The Company has also implemented Job rotations as per the career
6.4 Employee Relations: The employee relations scenario remained Ms. Chitra Ramkrishna resigned from the post of Managing Director
harmonious throughout the year. and Chief Executive Officer with effect from December 2, 2016 citing
personal reasons. The Board placed on record her sterling contribution
6.5 Employee Strength as on March 31st 2017 is 542
to the growth of the Organisation over the long years that she had
6.6 Disclosures under Sexual Harassment of Women at Workplace been associated with it. Mr. J Ravichandran was appointed as the CEO
(Prevention, Prohibition & Redressal) Act, 2013 In-charge with effect from December 2, 2016.
The disclosures required to be made under Sexual Harassment of
Following the resignation of Ms. Chitra Ramkrishna as Managing
Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013
Director and Chief Executive Officer, the Board had constituted a
are given in the following table 25:-
Selection Committee (SC) to recommend selection and appointment
Table 25: of a new Managing Director and Chief Executive Officer of the
1 Number of complaints of sexual Nil Company. The SC recommended the name of Mr. Vikram Limaye
harassment received in the year for the post of Managing Director & Chief Executive Officer. The
2 Number of complaints disposed off Not applicable Nomination and Remuneration Committee also recommended to the
during the year Board the name of Mr. Vikram Limaye for the post of Managing Director
3 Number of cases pending for more Not applicable & Chief Executive Officer and remuneration payable to him, which
than 90 days was unanimously approved by the Board subject to the approval of
4 Number of workshops or Awareness program for members in the general meeting and SEBI. The appointment would
awareness programs against sexual all employees was done be for a term of five years from the date he assumes office as Managing
harassment carried out Director & Chief Executive Officer.
5 Nature of action taken by the Not applicable The Members at the Extraordinary General Meeting of the Company
employer held on March 07, 2017 approved the appointment of, and
remuneration payable to Mr. Vikram Limaye as Managing Director
7.1 Directors and Key Managerial Personnel
& CEO for a period of five years from the date he assumes office as
As per the provisions of SECC Regulations, the governing board of MD & CEO, subject to the approval from SEBI. The Company has filed
every recognised stock exchange shall include (a) Public Interest an application with SEBI seeking its consent as required under the
Directors (PIDs); (b) Shareholder Directors; and (c) Managing Director. relevant Regulations. The approval of SEBI is awaited.
Mr. Ashok Chawla (Chairman of the Board), Ms. Dharmishta Raval,
In terms of Section 152 of the Companies Act, 2013, Mr. Abhay
Mr. Dinesh Kanabar, Mr. Naved Masood and Mr. T.V. Mohandas Pai fall
Havaldar retires by rotation at the ensuing Annual General Meeting
under PID category. Mr. Abhay Havaldar, Mr. Prakash Parthasarathy,
and is eligible for re-appointment subject to approval of SEBI. The
Mr. Ravi Narain, Ms. Anshula Kant and Ms. Sunita Sharma fall under
Board recommends the re-appointment of Mr. Abhay Havaldar as
Shareholder Directors category.
All Protected Disclosures reported under the Policy are to be a. Conservation of Energy and Technology Absorption
thoroughly investigated by the Committee concerned or by a person NSE has undertaken to use the following major technological initiatives
designated by such committee. towards ‘‘Effective Energy Conservation’’ as well as ‘‘Load Management
As per the requirement of Listing Regulations, details of Vigil System’’ namely:
Mechanism is provided on the Website of the Company. i. Reduction of carbon emission
[Weblink:https://www1.nseindia.com/global/content/about_us/ Carbon footprint refers to a whole set of greenhouse gas emissions
NSE_dtls_VM.pdf ] on account of an organisation, event, product or individual. It
is a measure of impact of our activities on environment, or in
13.1 Statutory Auditors
particular, climate change. NSE’s carbon footprint of Exchange
M/s. Khandelwal Jain & Co., Chartered Accountants (ICAI Registration Plaza building was around 21,855 Tonnage of CO2 (i.e. 0.08
No.105049W) Statutory Auditors of the Company hold office till the tonnage CO2/Sqft/year (including Data Centre). However, with
conclusion of 25th Annual General Meeting, when they complete their effective energy saving / green power measures, NSE has reduced
full term. it to 12,666 tonnes of CO2 emission.
M/s. Price Waterhouse & Co, Chartered Accountants, LLP, (ICAI ii. Set-off facility towards its Green Power generation through 6.25
Registration No.304026E/ E300009) were appointed as the Statutory MW of Wind Power Project at Satara in Maharashtra.
Auditors of the Company for a period of 5 (five) years from the
NSE had commissioned the 6.25 MW (i.e. 5 nos. of 1.25 MW) Wind
conclusion of 24th Annual General Meeting, i.e., September 16,
Power Project Plant at Satara. As per renewable energy policy
2016 till the conclusion of 29th Annual General Meeting, subject to
of Govt. of Maharashtra, the quantum of electricity generated
ratification by the Members at every Annual General Meeting to be
through the Wind Farm is fed to the grid, which gets set off against
held during the said period with their first term being held jointly with
the power consumption towards High Tension (HT) installation of
M/s Khandelwal Jain & Co., Chartered Accountants and being jointly
the ‘Wind farmer’(which in this case is NSE) anywhere in that grid.
and severally responsible as Statutory Auditors of the Company for the
first year. NSE’s Wind Power Plant has generated around 1.47 crore
electricity units in the last year.
The Board places on record its appreciation of the services rendered
by M/s. Khandelwal Jain & Co., Chartered Accountants as Statutory iii. The ‘Thermal Energy Storage’ for air-conditioning system during
Auditors of the Company. the peak hours to Conserve Energy
The Board recommends ratification of appointment of M/s Price Thermal Energy Storage System has been introduced in the
Waterhouse & Co, Chartered Accountants, as the Statutory Auditors HVAC System at Exchange Plaza. It was observed that most of
of the Company by the Members at the forthcoming Annual General the Services (i.e. HVAC Chillers, AHU’s, Lifts, Lighting, PC, Plumbing
Meeting to hold office from the conclusion of the 25th Annual General System etc.) were operated mainly during office / day hours.
Meeting till the conclusion of the 26th Annual General Meeting. Amongst them, the Chillers and its associated equipments used
The Building Management System (BMS) was installed at the The APFC Units are hooked up with Main LT Panel of the building
inception stage itself to enable the Company to operate the to improve the power factor (i.e. by counter balancing the
Building’s Services more effectively. With this BMS, the Air Handling inductive load of the building with capacitive load) of the entire
Units (AHU) of air-conditioning system are being operated (i.e. electrical load of the Building. Power Supplier gives incentives i.e.
switching ON /OFF) as per the exact time table scheduled for by passing certain discount in the electricity bill on account of
respective floors. It also helps the Company to regulate / control this regularly.
the temperature of the work stations area well within prescribed ix. ‘Solar Power Plant’ to cater to part of lighting load at Exchange
tolerance. With this effective operation and regulation of AHU’s, Plaza
electricity is being conserved on day-to-day basis.
A Solar Power Plant of the capacity of 10 KW has been installed in
v. Motion/Occupancy Sensors in the lighting systems General Staff the building which harnesses the Solar Power to cater to part of
areas lighting load at Exchange Plaza. This way NSE has saved around
NSE has installed Motion/Occupancy Sensors at Workstation area 5468 units in the last year.
as well as in Meeting Rooms. By implementing this, the lights are x. ‘Rain Water Harvesting System’ to harvest the rain water in the
operated based on the Motion /Occupancy in the area. periphery of Exchange Plaza
vi. ‘Lighting Transformers’ for regulated voltage of Lighting System Envisaging water scarcity, a proper Hydro - Geological survey
Lighting Transformers have been installed in the lighting feeders. was conducted at Exchange Plaza to explore the possibility of
There are various light fittings installed at Exchange Plaza. It may harvesting the rain water in its periphery. Rain Water Harvesting
be noted that luminaries of any light fitting work more effectively System has been installed thereafter. The system facilates water
and efficiently on receiving the power supply in the range of 210 percolation into the soil in the Exchange campus.
to 220 Volts. In our Country, the single phase supply voltage is xi. ‘Vermiculture Plant’ for processing of variety of waste to produce
230 Volts for residential zone and 240 Volts in commercial zone. Manure.
The light fittings installed at Exchange Plaza are working on single
phase power supply and the voltage between phases and neutral In this Vermiculture system, the compostable material like food
is recorded in the range of 236 to 240 Volts. It was observed waste collected from Canteen, Garden Organics and Paper &
that due to excess voltage, the luminaries of light fittings are Cardboard gets collected at one place. Post shredding, the organic
consuming more power than its rating and also excessive voltage material gets loaded into Vermiculture Unit for decomposing
is reducing the life of the luminaries. To prevent such excess process. Post 7 days of on-going process, Vermicompost / manure
power consumption and to enhance the life of the luminaries, get generated and is used for Gardening purposes. Around 800
the Company has introduced aforesaid Lighting Transformers in Kg of manure was generated last year by recycling in the unit.
the Electrical Distribution System to regulate the incoming single
Form for disclosure of particulars of contracts/arrangements entered (a) Name(s) of the related party and nature of relationship
into by the Company with related parties referred to in sub-section
Please see Annexure to AOC -2
(1) of Section 188 of the Companies Act, 2013 including certain arm’s
length transactions under third proviso thereto (b) Nature of contracts/arrangements/transactions
(d) Salient terms of the contracts or arrangements or transactions Please see Annexure to AOC -2
including the value, if any: N.A. (e) Date(s) of approval by the Board, if any:
(e) Justification for entering into such contracts or arrangements The transactions are on arms’ length basis and in ordinary
or transactions: N.A. course of business and so the approval of the Board for
(f ) Date(s) of approval by the Board: N.A. this purpose is not required.
(g) Amount paid as advances, if any: N.A. (f ) Amount paid as advances, if any: Nil
(b) Details of transactions, including service tax wherever levied with related party are as follows:
(H in Crores)
Name of the Related Party Nature of Transactions For the Year Ended
31.03.2017
Usage charges received 17.83
Space and Infrastructure usage charges received 4.95
Reimbursement received for expenses on staff on deputation 11.91
Reimbursement received for other expenses incurred 48.09
Reimbursement paid for IPO Expenses 0.15
National Securities
Dividend received 157.50
Clearing Corporation Ltd.
Clearing and Settlement charges paid 114.45
Contribution to NSCCL Core SGF 134.07
Contribution to NSCCL Core SGF liability (Closing Balance) (284.39)
Closing Balance 31.54
Investment in Equity Share Capital 5.64
Sr. Name and Description of main products/services NIC Code of the Product /service % to total turnover of the company
No.
1 Recognised stock exchange providing financial market 9971 73
operational services
Category of Shareholders No. of Shares held at the beginning of No. of Shares held at the end of the % Change
the year year during the
Demat * Total* % of Total Demat ** Total** % of Total year
Shares Shares
A. PUBLIC SHAREHOLDING
(1) Institutions
a) Mutual Funds - - - - - - -
b) Banks/FI 9697429 9697429 21.55 65421719 65421719 13.22 -8.33
C) Central Govt. - - - - - - -
d) State Govt.(s) - - - - - - -
e) Venture Capital Funds 1883953 1883953 4.19 20723483 20723483 4.19 0.00
f ) Insurance Companies 9153500 9153500 20.34 103438500 103438500 20.90 0.56
g) FIIs 6,430,155 6,430,155 14.29 70475669 70475669 14.24 -0.05
h) Foreign Venture Capital Funds
i) Others (specify)Foreign Direct 11700000 11700000 26.00 170206036 170206036 34.39 8.39
Investments
Sub-total(A)(1): 38865037 38865037 86.37 430265407 430265407 86.92 0.55
(2) Non - Institutions
a) Bodies Corp. 5613834 5613834 12.48 59002174 59002174 11.92 -0.56
b) Individuals
i) Individual shareholders - - - 330000 330000 0.06 0.06
holding nominal share
capital upto H1 lakh
ii) Individual shareholders 521129 521129 1.16 5402419 5402419 1.10 -0.06
holding nominal share
capital in excess of H1 lakh
c) Others (specify) - - - - - - -
Sub-total(A)(2): 6134963 6134963 13.63 64734593 64734593 13.08 -0.55
Total Public Shareholding 45000000 45000000 100 495000000 495000000 100 -
(A)= (A)(1)+(A)(2)
B. Shares held by Custodian for GDRs - - - - - - -
& ADRs
Grand Total (A+B) 45000000 45000000 100 495000000 495000000 100 -
Notes:
Number of shares available in the non-public category is 6,20,85,254 equity shares of H1/- each (12.5424%). Number of shares available for
acquisition by persons resident outside India is 18,68,295 (0.37%). However the above is subject to FDI policy, RBI and SEBI Regulations currently
in force
* Equity Shares of H10/- each
** Equity shares of H1/- each following sub-division of shares of face value of H10 each to H1 each on December 14, 2016
SN Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % change in
No. of Shares % of total %of Shares No. of Shares % of total %of Shares shareholding
Shares of the Pledged / Shares of the Pledged / during the
company encumbered company encumbered year
to total to total
shares shares
- - - - - - - - -
IV) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF GDRS AND ADRS):
Note:
* Equity Shares of H10/- each
** Equity shares of H1/- each following sub-division of shares of face value of H10 each to H1 each on December 14, 2016
SN For each of the Directors and KMP Shareholding at the beginning Cumulative Shareholding
of the year during the year
No. of shares % of total shares of No. of shares % of total shares of
the company the company
At the beginning of the year N.A. N.A. N.A. N.A.
Date wise Increase / Decrease in Promoters N.A. N.A. N.A. N.A.
Shareholding during the year specifying the
reasons for increase /decrease (e.g. allotment /
transfer / bonus/ sweat equity etc.):
At the end of the year N.A. N.A. N.A. N.A.
* Includes amount paid towards Leave encashment, Leave Travel allowance, Medical allowance and Gratuity
(a) Criteria for determining qualifications, positive attributes and independence of a director:
• Satisfaction of the ‘fit & proper criteria’ stipulated under SCR (SECC) Regulations 2012 and other requirements as prescribed by SEBI from
time to time.
• Assessment of the appointee against a range of criteria which includes, but not be limited to, qualifications, skills, diverse industry
experience, background and other qualities relevant to the business of the Company and required to operate successfully in the position.
• The extent to which the appointee is likely to contribute to the overall effectiveness of the Board, work constructively with the existing
directors and enhance the efficiencies of the Company.
• The nature of existing positions held by the appointee including directorships or other relationships and the impact they may have on
the appointee’s ability to exercise independent judgment.
• Ability to work individually as well as a member of the Board and with the senior management.
• Act impartially keeping in mind the interest of the company on priority basis.
• The remuneration / compensation / commission, etc. to be paid to Directors is determined by the Nomination & Remuneration
Committee and recommended to the Board for approval.
• The remuneration / compensation / commission etc. shall be subject to the approval of the shareholders of the Company, the Central
Government and SEBI, wherever required. It shall be as per the statutory provisions of the Companies Act, 2013 read with the rules made
thereunder for the time being in force. The requirements prescribed by SEBI from time to time in this regard shall be followed while
determining the compensation payable to Directors.
NSE is covered under the purview of Section 135 of the Companies The key focus sectors identified by NSE for social intervention
Act 2013. Similarly many of its subsidiaries are also covered within the and impact, target the economically, socially and educationally
same. However, contribution to CSR by some of these Companies as disadvantaged and underprivileged sections of our population. The
required under Section 135 will be negligible. Moreover, there could key change and impact indicators in every programme strive to align
be efforts at duplication if each individual Company undertakes CSR with the nation’s social development goals and the larger global
activities on its own and there would be difficulties in scaling up these sustainable development goals.
activities. Hence, it has been decided by the Boards of the respective
Companies in NSE that CSR efforts for the Group be undertaken CSR Focus Areas Objectives and Goals
commonly and the actual spent be allocated to the respective The CSR objectives have been identified basis the larger mandate
Companies in proportion to their legal obligations. outlined in Section 135 of the Companies Act 2013 and CSR Rules
2014 as well as to meet NSE’s community engagement aspirations.
Therefore, a common CSR function for NSE and its subsidiaries has
been created under NSE as a group resource and the actual CSR spend NSE has currently identified three CSR core focus areas as issues of
is proportionately allocated to the respective Companies. However, concern to be addressed in the developmental landscape in India. They
the CSR Committees for these Companies are separate. A common are i) Primary Education, ii) Elder Care and iii) Sanitation & Safe Drinking
CSR policy has been prepared and approved by respective CSR Water. In addition, during times of natural calamities and disasters. NSE
Committees and Boards. strives to provide speedy relief and assistance to affected geographies
and communities through contributions to the Prime Minister’s relief
(1) A brief outline of the company’s CSR policy, including fund and emergency disbursals to NGOs.
overview of projects or programmes proposed to be
The NSE CSR programmes seek to impact the most disadvantaged
undertaken is given below.
sections of the community by undertaking long term impactful
NSE CSR Vision programmes in education and elder care. Projects undertaken
NSE has been constantly working to improve the financial wellbeing under these verticals will not be one-time activities but will be
of people at large through a committed approach to offer investment on a programme mode with a long term timeline to achieve pre-
products that suits varied needs of people. It has improved access determined goals and impact.
to financial markets for people across the country by introducing In addition to the focal areas of social intervention, a number of
transparent and efficient systems, improved safety measures for internal CSR activities to engage and motivate employees to be
investors, empowering investors through awareness and education on socially responsible have been undertaken by the CSR Focus Group
financial planning, investor protection and investment related issues. of NSE.
Besides this, NSE has continuously endeavoured to integrate The core CSR focus verticals, are further detailed in the following
sustainable and responsible business practices through environment sections.
friendly measures such as recycling of waste, reducing paper, water
and energy conservation, use of renewable sources of energy, eco- Primary Education
friendly infrastructure, gender diversity and inclusive workplace The NSE CSR initiatives in Primary Education concentrate on
policies etc. bridging the literacy gaps of children aged between 5 -12 years from
NSE further understands that the economic and social well-being of extremely disadvantaged communities who form the bottom rung
the community is closely interlinked to their habitats and environment. of society. The programme outcomes will contribute to the holistic
NSE strives to improve the quality of life of its identified beneficiaries development of children which includes addressing their physical,
towards creating inclusive societies, while meeting its social, economic mental and aspirational needs through supplementary and in-school
and environmental responsibilities. programmes.
The key indicators are tracked on a regular basis by frequent (ii) Total amount already disbursed/spent (cumulative):
desk reviews, site visits, follow-ups, capacity building, quarterly H11,04,13,146 (including for ongoing projects) of which
programmatic and financial on site scrutiny and advice on H8,33,42,527.25/- was disbursed in the current financial year.
organizational or programmatic corrections to ensure on ground (iii) Amount unspent for the financial year: H13,74,59,145
impact and sustainability of the programme.
(iv)
H28,85,62,247.38 was committed during the year towards
Web-link for NSE CSR Policy: CSR projects with varied duration.
http://nseindia.com/global/content/about_us/NSE_CSR_Policy.pdf
*Activities undertaken by NSE CSR Focus Group covers Blood Donation Camp, NGO Melas for Children’s Day, Environment Awareness, Swachha
Bharat Drive. **Project Monitoring and Evaluation.
The pilot intervention is designed to reach out to approximately 5000 The project is designed to benefit a cumulative number of around
elderly in 5 selected villages of Karra Block and to provide financial 20,000+ elderly, which includes livelihoods of 5600+ elderly through
awareness to help assist 1000 elders access government pension collectives of elderly and their federation, ensuring awareness and
and other benefit schemes such as Integrated Programme For Older access to rights and entitlements for 8000+ elderly, access to Primary
Persons (IPOP), a central sector scheme to improve the quality of life Medical Care and community managed health interventions for
of the older persons, Indira Gandhi National Old Age Pension Scheme, 11000+ elderly through health camps, cataract surgeries and assisted
Rashtriya Swasthya Bima Yojana (RSBY ), by the Ministry of Labour mobility with the help of knee braces. The project also seeks to
and Employment, National Programme for Health Care of the Elderly establish an alternate model of working with elderly and build internal
(NPHCE), Citizens’ Saving Scheme for ages 55-60 etc.The programme capacities within state to replicate/scale-up the project through
which is based on the inclusive intervention model will broadly the state governments and is based on the tested and established
cover three core components: Social Support, Health and Economic HelpAge India model of Social Protection. The model talks about two
Empowerment. This model starts by identifying specific needs of Key Variables – Vulnerability and Capacity (Empowerment). Hence, the
elderly and facilitates delivery of social protection schemes. In the Project would work to alleviate the vulnerability by working on the four
project, Vridh Sanghas are formed with representatives of elderly. This manifestations and the cause of these. Enabling conditions in families
is meant to be the formal body of elderly to raise their voices, form and communities will be created to facilitate active ageing and for
their SHGs, set up enterprises, initiate income generation/livelihood elderly, without becoming a ‘burden’ to their families and society.
activities etc. to sustain the efforts in the long term.
The intended impact of the project is to improve(1) saving and financial
Creating awareness and educating elderly and their family members decision making, (2) livelihood and self-employment opportunities
on social protection schemes is one of the most critical pillars of through their own micro-enterprises and access to schemes and
the programme which are facilitated through mid-media activities programmes, (3) access to bank credit mobilization –bank-able, (4)
like nukkad-natak, folk media and public rallies etc. The awareness increased awareness involvement in decision-making and access to
activities are integrated with the ongoing cultural activities, religious their rights & entitlements (5) change in perceptions, attitude and
functions/fairs in rural areas to ensure family community and civil responses of younger family members & the communities they live in
society organizations sensitized on ageing issues. The project also and (6) increased participation in local self-governance and decision
looks to publishing handbooks on various social protection schemes making at the family and community levels. The project has awareness
with coverage of schemes for aged persons and capacity building activities inbuilt through IEC material, refresher
trainings, Jan Sunvayi and orientation visits for key beneficiaries to
HelpAge India other project locations.
HelpAge has worked in the field of elder care since 1978. The
The programme intends 104 schools each year to ensure that children As most NSE projects involve strengthening of communities and
in these schools have access to basic facilities such as school toilets, safe working in government schools at the grass root levels in remote
drinking water, clean surroundings and basic information on hygiene locations, coordinating with several stakeholders, governmental and
including Menstrual Hygiene Management. Using children as vectors non- governmental agencies in rural and backward districts is an
of change – Water Aid India and partners would try to integrate as elaborate time consuming activity. In addition to the above mentioned
much as possible Wash in School into community WASH programmes factors, a high standard of legal, financial and programmatic due
to foster improved hygiene at schools and in communities. diligence of implementation partners, approvals from government
authorities and other formalities contribute to extended timelines
Through this initiative the programme intends to benefit around 27,200
thereby affecting timely disbursals.
students, 1,900 teaching staff, 5,000 school management committee
members and approximately 5,40,000 community members over a In the first phase of project implementation, NSE has addressed
three-year period. Around 1,800 toilets would be renovated through the literacy deficits of more than 6200 extremely marginalized and
the programme or by activating governmental funds for repair post a disadvantaged children who require intensive pedagogic and social
detailed infrastructural assessment. interventions and made a positive impact on the lives of more than
3500 underprivileged senior citizens.
Effort would be made to develop a teacher’s training manual on
hygiene and this module would be developed in consultation with In the second phase, there has been a steady increase in the number of
Jharkhand Education Project Council (JEPC) for sensitizing the the new projects in addition to the renewal of the ongoing projects for
department on the issue and to develop partnership in rolling out the a second term .These ongoing Educational and WASH projects of the
concept. Institutionalisation of the teacher's training hygiene sessions second phase have impacted nearly 51,000 children in municipal and
would be conducted during the mandated allotted schedule in the zilla parishad (ZP) schools. In addition more than 6500 senior citizens
timetable. have been positively impacted through the elder care programmes.
The outcomes of teacher sessions with children in the form of Moreover, a number of new projects that were recently approved in
behavioural change and other academic performance outcome the second phase have just commenced on ground implementation
would be captured and shared periodically with Sarva Siksha Abhiyan with the programme staff recruitment and baseline survey. Thus the
(SSA) and JEPC. Constant advocacy will be undertaken with the beneficiary numbers are expected to increase even more. Therefore,
department to replicate the module across other schools in the district it is evident that both the quantum of projects implemented and the
along with the life skill session being taken up in schools by SSA. Thus, number of direct beneficiaries has grown considerably over the past
institutionalizing hygiene session in life-skill session of schools. two years.
It is expected towards the end of the project that the hygiene message
The CSR spend is also seen to have progressively increased since the commencement of CSR activities. Further, the cumulative committed
amount towards CSR projects has increased from 27% to 59% in the year FY 2016-17.The number is expected to increase substantially in the
coming years. The Company remains committed to meet its CSR obligations on an annual basis to the extent feasible.
8. The implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company.
(1) Details of Directors along with the Directorship(s) and Chairmanship(s)/Membership(s) of Committees in other companies for the year 2016-17:
Name of the Director Category Attendance Particulars No. of Directorship / Chairmanship and Committee
Chairmanship / Membership
Number of Board Meetings Last Other Other Other
Held Attended AGM Directorship(s)/ Committee Committee
Chairmanship(s) Membership(s) Chairmanship(s)
@ ^ ^
Mr. Ashok Chawla, Public Interest Director 16 16 Y 2 4 2
Chairman
Mr. Ravi Narain, Shareholder Director 16 16 N 9 8 -
Vice Chairman
Ms. Chitra Ramkrishna*, Executive Director 12 12 Y - - -
Managing Director & CEO
(1) Members of Board of Directors and Key Managerial Personnel shall disclose to the Board of Directors whether they, directly, indirectly, or on
behalf of third parties, have a material interest in any transaction or matter directly affecting the Company
(2) The Board of Directors and Senior Management shall conduct themselves so as to meet the expectations of operational transparency to
stakeholders while at the same time maintaining confidentiality of information in order to foster a culture of good decision-making.
(3) The Board of Directors shall provide strategic guidance to the Company, ensure effective monitoring of the management and shall be
accountable to the Company and the shareholders.
(4) The Board of Directors shall set a corporate culture and the values by which executives throughout a group shall behave.
The details of remuneration paid to Managing Director & CEO during FY 2016-17 are given in the following table:-
(H in crores)
Name & Designation Salary & Variable Pay Perquisites in Contribution Total
Allowances cash or in kind to PF and
other Funds exempted
allowance, tax paid by
employer
Ms. Chitra Ramkrishna* 16.04 2.33** 2.07 0.96 21.40
Managing Director & CEO
III. Committees of the Board The Committee met 12 times during the year i.e., on May 12, 2016,
(A) Audit Committee August 1, 2016, August 22, 2016, September 14, 2016, October 4, 2016,
October 21, 2016, November 9, 2016, November 29, 2016, December
The primary function of the Audit Committee is to assist the Board
2, 2016, December 19, 2016, February 3, 2017 and March 7, 2017. The
of Directors in fulfilling its oversight responsibilities by reviewing
details of the attendance of members of the Audit Committee at their
the financial information to be provided to the shareholders and
meetings held on the above dates are given hereunder:-
others, the systems of internal controls, which the management and
the Board of Directors have established, financial reporting and the Name Number of Number of
compliance process. The Committee maintains open communication meetings held meetings
with statutory auditors, secretarial auditors, internal auditors and during the year attended
operational auditors. Mr. Dinesh Kanabar** 10 10
The Audit Committee reviews the reports of the internal auditors, Mr. Ashok Chawla* 12 12
secretarial auditors, operational auditors and statutory auditors. The Ms. Anshula Kant*** 1 0
terms of reference of Audit Committee are as per the provisions Ms. Dharmishta Raval* 2 1
contained in the Companies Act, 2013 and Listing Regulations. Mr. Ravi Narain$ 11 10
Mr. Naved Masood@ 5 5
The Company has adopted the Audit Committee charter in addition
to the statutorily required terms of reference. The charter broadly *Inducted as Member of the Committee w.e.f. April 25, 2016 and
stipulates the structure, composition, the roles abd resposibility of the Ceased to be a Member of the Committee w.e.f. August 1, 2016
authority as well as the overall oversight and operational functions of ** Inducted as Chairman of the Committee w.e.f. August 1, 2016
the Audit Committee. ***Inducted as Member of the Committee w.e.f. February 3, 2017
$ Ceased to be a Member of the Committee w.e.f. February 3, 2017
The Audit Committee comprises four Directors viz., Mr. Dinesh Kanabar,
@ Inducted as Member of the Committee w.e.f. November 9, 2016
Mr. Ashok Chawla, Ms. Anshula Kant and Mr. Naved Masood as its
Members. Mr. Dinesh Kanabar is the Chairman of the Audit Committee. The Officer responsible for the finance function, the representative
As per SECC Regulations, the Exchange is required to ensure that at least 51% of the equity share capital is held by public. The Exchange ensures
compliance thereof.
(H) Address for correspondence: The Secretarial Department, National Stock Exchange of India Limited, Exchange Plaza, Plot No. C-1, “G” Block,
Bandra-Kurla Complex, Bandra (East), Mumbai – 400 051. Shareholders are requested to intimate all changes pertaining to their Bank details,
email addresses, Power of Attorney, change of name, change of address, contact details, etc., to their Depository Participants (DP).
The said Regulations lay down corporate governance requirements with respect to subsidiary of listed entity. NSE had identified NSCCL
as a ‘material unlisted Indian subsidiary' Company. The financial statements, in particular the investments made, by the subsidiary
companies are reviewed by the Audit Committee of NSE. A statement of all significant transactions and arrangements entered into by
NSCCL is periodically brought to the attention of the Board of Directors of NSE. The minutes of the meetings of the Board of Directors of
all the subsidiary companies of NSE are also periodically brought to the meeting of the Board of Directors of NSE for its noting. The ‘Policy
for determining material subsidiaries’ of the Company is available on the Website of the Company at the following address: https://www.
nseindia.com/global/content/about_us/PolicyonDeterminingMaterialsubsidiaries.pdf
Annual Report: Annual report containing, inter alia, Audited Accounts, Directors’ Report, Report on Corporate Governance, Management
Discussion & Analysis and other material and related matters/information are circulated to the shareholders and others entitled thereto.
22nd Annual General August 8, 2014 12:30 p.m. Exchange Plaza, Bandra -Kurla Complex -
Meeting Bandra (East) Mumbai- 400 051
The Company did not pass any resolution through postal ballot in the last year. The requirement of passing any resolution by postal ballot is not
applicable to NSE as the number of shareholders of NSE is less than 200.
I hereby 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 the Financial Year 2016-17.
For the purpose of this declaration, Senior Management Personnel includes Key Management Persons appointed under SECC Regulations and
Key Managerial Personnel appointed under the Companies Act, 2013 as on March 31, 2017.
Mumbai, J Ravichandran
04.05.2017 CEO In-charge
To,
The Directors,
National Stock Exchange of India Limited
We, J Ravichandran, CEO lncharge and Yatrik Vin, Chief Financial Officer of the National Stock Exchange of India Limited hereby certify to the Board
that:
a. We have reviewed financial statements and the cash flow statement for the year ended on March 31, 2017 and that to the best of our
knowledge and belief :
i. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be
misleading;
ii. 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 which are fraudulent, illegal
or violative 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 propose to take
to rectify these deficiencies.
i. significant changes, if any, in internal control over financial reporting during the year;
ii. 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
iii. instances of significant fraud of which we 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,
National Stock Exchange of India Limited,
CIN: U67120MH1992PLC069769
Exchange Plaza, C-1, Block G,
Bandra Kurla Complex,
Bandra (East), Mumbai 400051
We have examined all relevant records of National Stock Exchange of India Limited (the Company) for the purpose of certifying compliance of
the disclosure requirements and corporate governance norms as specified for the Listed Companies for the financial year ended 31st March 2017.
In terms of Regulation 35 of the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2012, the disclosure
requirements and corporate governance norms as specified for listed companies have become mutatis mutandis applicable to a recognised Stock
Exchange. We have obtained all the information and explanations to the best of our knowledge and belief, which were necessary for the purpose
of this certification.
The compliance of the conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to the
procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance.
This certificate 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.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with
disclosure requirements and corporate governance norms as specified for Listed Companies.
S. N. ANANTHASUBRAMANIAN
Partner
COP. No.: 1774
To,
The Members,
National Stock Exchange of India Limited
CIN: U67120MH1992PLC069769
Exchange Plaza, C-1, Block G, Bandra Kurla Complex,
Bandra (East), Mumbai – 400051.
We have conducted the Secretarial Audit of the compliance with (iv) The Securities and Exchange Board of India (Issue of Capital and
applicable statutory provisions and the adherence to good corporate Disclosure Requirements) Regulations, 2009;
practices by National Stock Exchange of India Limited (hereinafter
(v) The Securities and Exchange Board of India (Prohibition of Insider
called “the Company”). Secretarial Audit was conducted in a manner
Trading) Regulations, 2015;
that provided us a reasonable basis for evaluating the corporate
conducts/statutory compliances and expressing our opinion thereon. (vi) Foreign Exchange Management Act, 1999 and the rules and
regulations made thereunder to the extent of Foreign Direct
Based on our verification of the Company’s books and papers, minute
Investment, Overseas Direct Investment and External Commercial
books, forms and returns filed and other records maintained by the
Borrowings - Provisions of Overseas Direct Investment and
Company and also the information provided by the Company, its
External Commercial Borrowings are not applicable;
officers, agents and authorised representatives during the conduct of
Secretarial Audit, we hereby report that in our opinion, the Company (vii)
SEBI (Listing Obligations and Disclosure Requirements)
has, during audit period covering the financial year ended 31st March Regulations, 2015 - to the extent applicable as a Recognised
2017, complied with the statutory provisions listed hereunder and Stock Exchange pursuant to Securities Contracts (Regulation)
also that the Company has proper Board processes and compliance (Stock Exchanges and Clearing Corporations) Regulations, 2012;
mechanism in place to the extent, in the manner and subject to the (viii) The following Regulations and Guidelines prescribed under the
reporting made hereinafter: Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) - are
We have examined the books and papers, minute books, forms and not applicable for the reasons stated below;
returns filed and other records maintained by the Company for the a. The Securities and Exchange Board of India (Substantial
year ended 31st March, 2017 according to the provisions of: Acquisition of Shares and Takeovers) Regulations, 2011- not
(i) The Companies Act, 2013 (the Act) and the rules made thereunder applicable as the securities of the Company are not listed
and applicable provisions of the Companies Act, 1956; with any Stock Exchange;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the b. Securities And Exchange Board Of India (Share Based
rules made thereunder; Employee Benefits) Regulations, 2014- not applicable as the
Company has not issued any share based employee benefits
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
during the financial year under review;
framed thereunder;
f. The Securities and Exchange Board of India (Buyback of At the Board Meeting held on 16th September 2016, at which
Securities) Regulations, 1998- Not applicable as the Company neither Notice nor Agenda was circulated, seven out of eight
has not bought back any of its securities during the financial Directors including four out of five Public Interest Directors were
year under review. present.
(ix) The Company has identified and confirmed the following laws as The following Meetings were held at shorter Notice:
being specifically applicable to the Company:
1) Board Meetings held on 2nd December 2016 and 14th
1. The Securities Contracts (Regulation) Act, 1956; December 2016.
2. The Securities and Exchange Board of India Act, 1992; 2) Meetings of Audit Committee held on 4th October 2016, 21st
October 2016, 2nd December 2016 and 19th December 2016.
3. The Securities Contracts (Regulation) (Stock Exchanges and
Clearing Corporations) Regulations, 2012; 3) Meetings of Nomination and Remuneration Committee held
on 2nd December 2016 and 19th December 2016.
4. Rules, Regulations, Circulars, Orders, Notification and
Directives issued under the above statutes to the extent 4) Meeting of Corporate Social Responsibility Committee held
applicable; and on 19th December 2016.
5. The Prevention of Money Laundering Act, 2002. In respect of the following Meetings, agenda was sent at shorter
Notice:
We have also examined compliance with the applicable clauses of the
following: 1) Board Meetings held on 4th October 2016, 21st October 2016,
9th November 2016, 10th November 2016, 29th November
i. Secretarial Standards with respect to the Meetings of the Board
2016, 2nd December 2016, 14th December 2016 and 19th
of Directors (SS-1) and General Meeting (SS-2) issued by The
December 2016.
Institute of Company Secretaries of India;
2) Meetings of Audit Committee held on 4th October, 2016, 21st
ii. The Listing Agreements entered into by the Company with the
October, 2016, 9th November 2016, 29th November 2016, 2nd
Stock Exchange(s), if applicable: Not Applicable as the Company’s
December 2016 and 19th December 2016.
securities are not listed with any Stock Exchange
3) Meetings of Nomination and Remuneration Committee held
During the period under review, the Company has complied with the
on 2nd December 2016 and 19th December 2016.
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.
mentioned above. 4) Meeting of Corporate Social Responsibility Committee held
on 19th December 2016.
1) Filing of Draft Red Herring Prospectus in respect of Initial Public Date: 28th April, 2017
Offer through Offer for Sale with SEBI on 28th December 2016. Place: Thane
5 Mr.V. R. Narasimhan # ~* 60 Chief Regulatory Officer 20253416 12889431 33 May 30, 2013 Sr. Vice President,
M. Com., ACS, MBA, Ph.D Kotak Mahindra Bank Ltd.
6 Mr. Hari K. 50 Chief Business Officer 20039647 10792524 26 May 29, 1995 Cost Accountant, KCP Ltd.
AICWA, ACS
7 Mr. Chandrashekhar Mukherjee, 53 Chief People Officer 17790253 10883523 24 April 9, 2010 Associate Vice President
B. Com., PGPM & IR Bennett Coleman & Company Ltd.
8 Mr. Suprabhat Lala 50 Vice President - Regulatory 15553473 9497329 27 October 1, 2001 Sr. Vice President, Geojit Securities
B. Sc. Ltd.
9 Mr. Sankarson Banerjee # 46 Chief Technology Officer - 14034209 9676499 22 April 15, 2015 Managing Director, Accenture
B. Tech, MBA Projects Services Pvt. Ltd.
10 Mr.Tarun Aiyar 48 CFO - Group Investments 13740770 8655407 25 September 15, 2015 Director - Finance, Raymond Ltd.
MBA, ACA and SR
11 Mr. Kashinath Katakdhond 48 Vice President - TREDS 13399835 8738396 22 September 12, 2013 Sr. Vice President, Citigroup
B.E., MBA, GEMBA(US)
12 Mr. Mahesh Haldipur 57 Head - Premises and 13398495 6682795 34 April 25, 1995 Project Engineer, Tata
B.E. (Civil), AMIE Admin Electric Company
Limited
13 Mr. Nirmal Mohanty 58 Chief Economist 12914369 8006485 30 April 1, 2009 Principal /Vice President,
M.A., MBA Infrastructure Development Finance
Company Ltd.
14 Mr.M Vasudev Rao 49 General Counsel 10863217 6936951 21 November 1, 2012 Associate Vice President
B. Com., LLB, FCS Bennett Coleman & Company Ltd.
15 Mr. Nagendra Kumar SRVS 44 Chief Business Officer 10651925 6159369 21 July 16, 2009 Manager, Accenture India Ltd
PGDM
18 Ms. Kamala @ 51 Vice President - Busincess 6328025 4246742 27 March 16, 2006 Vice President (Risk Mgmt. & Ops.),
B.Com, FCA Development IL&FS Investsmart Limited
19 Mr. G. M. Shenoy # 56 Chief Technology Officer - 11668103 5997972 33 October 1, 2006 Sr. Vice President, NSE.IT Ltd.
B.E, M.F.M. Ops, Trading
Notes :
1 Gross Remuneration includes Salary and other benefits, Company’s contribution to Provident Fund, Pension, Superannuation Fund, taxable value of perquisites etc. Net remuneration
2 Besides the above, leave encashment amounting to H48474740, H5074521, H538304 and H232511 was paid to Ms.Chitra Ramkrishna, Mr. J. Ravichandran, Ms. Kamala and Mr. G. M. Shenoy
respectively and interest on withheld variable pay for FY 2012-13 of H2196011 and H974719 was paid to Ms.Chitra Ramkrishna and Mr.J Ravichandran respectively. Ms.Chitra Ramkrishna was
also paid H61435000 towards gratuity.
3 Ms. Chitra Ramkrishna was the Managing Director & CEO upto December 2, 2016.
4 Employees, whose names were marked with # are Key Management Personnel under SCR (SECC) Regulations, 2012 of SEBI. The remuneration of employee marked with ~ excludes 50% of
their Variable Pay to be paid on deferred basis after 3 years.
5 Other employees are in permanent employment of the company on contractual basis governed by the employment terms & conditions and service rules. Employees whose names have
been marked with @ were employed with the company for part of the year. Mr. G. M. Shenoy is in permanent employment of the subsidiary’s subsidiary company, M/s. NSE Infotech Services
Limited.
7 Employees, in respect of whom Rule 5(2) applies but are on deputation to subsidiary company and in respect of whom the remuneration is recovered are shown under statement prepared
under Rule 5(2) of that subsidiary company(ies) to avoid duplication. Employees whose names have been marked with * are also on deputation to subsidiary company(ies) and in respect
of whom the proportionate remuneration recovered from the subsidiary company(ies) is shown in the statement prepared under Rule 5(2) of that subsidiary company(ies).
8 None of the employees is holding equity share(s) in the company within the meaning of clause (iii) of sub-rule 2 of Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
9 The Company does not have any Employees Stock Option Plan(ESOP) Scheme for its employees.
ANNEXURE 7 (ii) TO BOARD’S REPORT
DISCLOSURES PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT, 2013 READ
WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014
The disclosures pertaining to remuneration in terms of Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as per the details provided below:-
(i) Ratio of Remuneration of each director to the median remuneration of the employees of the Company for the Financial Year
The ratio of remuneration of the Managing Director& Chief Executive Officer to the median remuneration of the employees of the Company
for the financial year is 93.
(ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or
Manager, if any, in the financial year
The percentage increase in remuneration of Managing Director & Chief Executive Officer, Group President & Company Secretary and Chief
Financial Officer (Group Finance & Accounts) in the financial year is around 10.32%, 15% and 8% respectively.
(iii) The percentage increase in the median remuneration of employees in the financial year
The percentage increase in the median remuneration of employees in the financial year is around 3.06%. The remuneration under points (i)
and (ii) of these disclosures, excludes 50% of variable pay, payable to Key Managerial Personnel (defined under the SECC Regulations) on a
deferred basis as per SEBI norms and accumulated leave encashment, where applicable.
Report on the Consolidated Indian Accounting Standards (Ind AS) prudent; and the design, implementation and maintenance
Financial Statements of adequate internal financial controls, that were operating
1. We have audited the accompanying consolidated Ind AS effectively for ensuring the accuracy and completeness of the
financial statements of National Stock Exchange of India Limited accounting records, relevant to the preparation and presentation
(“hereinafter referred to as the Holding Company”) and its of the financial statements that give a true and fair view and are
subsidiaries (the Holding Company and its subsidiaries together free from material misstatement, whether due to fraud or error,
referred to as “the Group”), its associate companies and its joint which has been used for the purpose of preparation of the
venture; (refer Note 39 to the attached consolidated financial consolidated Ind AS financial statements by the Directors of the
statements), comprising of the consolidated Balance Sheet as Holding Company, as aforesaid.
at March 31, 2017, the consolidated Statement of Profit and Loss
(including Other Comprehensive Income), the consolidated Cash Auditors’ Responsibility
Flow Statement and the consolidated Statement of Changes 3. Our responsibility is to express an opinion on these consolidated
in Equity for the year then ended, and a summary of significant Ind AS financial statements based on our audit. While conducting
accounting policies and other explanatory information prepared the audit, we have taken into account the provisions of the
based on the relevant records (hereinafter referred to as “the Act and the Rules made thereunder including the accounting
Consolidated Ind AS Financial Statements”). standards and matters which are required to be included in the
audit report.
Management’s Responsibility for the Consolidated Ind AS Financial
4. We conducted our audit of the consolidated Ind AS financial
Statements
statements in accordance with the Standards on Auditing
2. The Holding Company’s Board of Directors is responsible
specified under Section 143(10) of the Act and other applicable
for the preparation of these consolidated Ind AS financial
authoritative pronouncements issued by the Institute of Chartered
statements in terms of the requirements of the Companies Act,
Accountants of India. Those Standards and pronouncements
2013 (hereinafter referred to as “the Act”) that give a true and
require that we comply with ethical requirements and plan and
fair view of the consolidated financial position, consolidated
perform the audit to obtain reasonable assurance about whether
financial performance (including other comprehensive income),
the consolidated Ind AS financial statements are free from
consolidated cash flows and changes in equity of the Group
material misstatement.
including its associate companies and joint venture in accordance
with accounting principles generally accepted in India including 5. An audit involves performing procedures to obtain audit
the Indian Accounting Standards specified in the Companies evidence about the amounts and disclosures in the consolidated
(Indian Accounting Standards) Rules, 2015 (as amended) under Ind AS financial statements. The procedures selected depend
Section 133 of the Act. The Holding Company’s Board of Directors on the auditors’ judgement, including the assessment of the
is also responsible for ensuring accuracy of records including risks of material misstatement of the consolidated Ind AS
financial information considered necessary for the preparation financial statements, whether due to fraud or error. In making
of consolidated Ind AS financial statements. The respective those risk assessments, the auditor considers internal financial
Board of Directors of the companies included in the Group and control relevant to the Holding Company’s preparation of the
of its associate companies and joint venture are responsible for consolidated Ind AS financial statements that give a true and fair
maintenance of adequate accounting records in accordance with view, in order to design audit procedures that are appropriate
the provisions of the Act for safeguarding the assets of the Group in the circumstances. An audit also includes evaluating the
and its associate companies and joint venture respectively and appropriateness of the accounting policies used and the
for preventing and detecting frauds and other irregularities; the reasonableness of the accounting estimates made by the Holding
selection and application of appropriate accounting policies; Company’s Board of Directors, as well as evaluating the overall
making judgements and estimates that are reasonable and presentation of the consolidated Ind AS financial statements.
(f ) With respect to the adequacy of the internal financial (iv) The Group has provided requisite disclosures in the
controls over financial reporting of the Holding Company, its financial statements as to holdings, as well as dealings
subsidiary companies, associate companies and joint venture in Specified Bank Notes during the period from 8th
incorporated in India and the operating effectiveness of such November, 2016 to 30th December, 2016. Based on
controls, refer to our separate Report in “Annexure A”. audit procedures and relying on the management
representation we report that the disclosures are in
(g) With respect to the other matters to be included in the
accordance with books of account maintained by
Auditors’ Report in accordance with Rule 11 of the Companies
the Group – Refer Note 44 to the consolidated Ind AS
(Audit and Auditors) Rules, 2014, in our opinion and to the
financial statements.
For Khandelwal Jain & Co. For Price Waterhouse & Co Chartered
Chartered Accountants Accountants LLP
Firm Registration Number:105049W Firm Registration Number: 304026E / E- 300009
Report on the Internal Financial Controls under Clause (i) of Sub- reasonable assurance about whether adequate internal financial
section 3 of Section 143 of the Act controls over financial reporting was established and maintained
1. In conjunction with our audit of the consolidated Ind AS financial and if such controls operated effectively in all material respects.
statements of the Company as of and for the year ended March
4. Our audit involves performing procedures to obtain audit
31, 2017, we have audited the internal financial controls over
evidence about the adequacy of the internal financial controls
financial reporting of National Stock Exchange of India Limited
system over financial reporting and their operating effectiveness.
(hereinafter referred to as “the Holding Company”) and its
Our audit of internal financial controls over financial reporting
subsidiary companies, its associate companies and joint venture
included obtaining an understanding of internal financial
which are companies incorporated in India, as of that date.
controls over financial reporting, assessing the risk that a material
Management’s Responsibility for Internal Financial Controls weakness exists, and testing and evaluating the design and
2. The respective Board of Directors of the Holding company, operating effectiveness of internal control based on the assessed
its subsidiary companies, its associate companies and its risk. The procedures selected depend on the auditor’s judgement,
joint venture which are companies incorporated in India, are including the assessment of the risks of material misstatement of
responsible for establishing and maintaining internal financial the financial statements, whether due to fraud or error.
controls based on internal control over financial reporting
5. We believe that the audit evidence we have obtained and the
criteria established by the Company considering the essential
audit evidence obtained by the other auditors in terms of their
components of internal control stated in the Guidance Note
reports referred to in the Other Matters paragraph below, is
on Audit of Internal Financial Controls Over Financial Reporting
sufficient and appropriate to provide a basis for our audit opinion
issued by the Institute of Chartered Accountants of India (ICAI).
on the Company’s internal financial controls system over financial
These responsibilities include the design, implementation and
reporting.
maintenance of adequate internal financial controls that were
operating effectively for ensuring the orderly and efficient Meaning of Internal Financial Controls Over Financial Reporting
conduct of its business, including adherence to the respective 6. A company’s internal financial control over financial reporting is a
company’s policies, the safeguarding of its assets, the prevention process designed to provide reasonable assurance regarding the
and detection of frauds and errors, the accuracy and completeness reliability of financial reporting and the preparation of financial
of the accounting records, and the timely preparation of reliable statements for external purposes in accordance with generally
financial information, as required under the Act. accepted accounting principles. A company’s internal financial
control over financial reporting includes those policies and
Auditor’s Responsibility
procedures that (1) pertain to the maintenance of records that,
3. Our responsibility is to express an opinion on the Company’s
in reasonable detail, accurately and fairly reflect the transactions
internal financial controls over financial reporting based on our
and dispositions of the assets of the company; (2) provide
audit. We conducted our audit in accordance with the Guidance
reasonable assurance that transactions are recorded as necessary
Note on Audit of Internal Financial Controls Over Financial
to permit preparation of financial statements in accordance
Reporting (the “Guidance Note”) issued by the ICAI and the
with generally accepted accounting principles, and that receipts
Standards on Auditing deemed to be prescribed under section
and expenditures of the company are being made only in
143(10) of the Companies Act, 2013, to the extent applicable to
accordance with authorisations of management and directors
an audit of internal financial controls, both applicable to an audit
of the company; and (3) provide reasonable assurance regarding
of internal financial controls and both issued by the ICAI. Those
prevention or timely detection of unauthorised acquisition, use,
Standards and the Guidance Note require that we comply with
or disposition of the company’s assets that could have a material
ethical requirements and plan and perform the audit to obtain
effect on the financial statements.
For Khandelwal Jain & Co. For Price Waterhouse & Co Chartered
Chartered Accountants Accountants LLP
Firm Registration Number:105049W Firm Registration Number: 304026E / E- 300009
This is the Consolidated Balance sheet refered to in our report of even date
For Khandelwal Jain & Co. For and on behalf of the Board of Directors
Chartered Accountants
Firm's Registration no : 105049W
This is the Consolidated Statement of Profit & loss refered to in our report of even date
For Khandelwal Jain & Co. For and on behalf of the Board of Directors
Chartered Accountants
Firm's Registration no : 105049W
(H in Crores)
Particulars 31.03.2017 31.03.2016 01.04.2015
* Includes General Reserves 4,441.04 4,441.04 4,443.53
** Includes capital reserve on consolidation 39.39 39.39 39.39
** Includes capital redemption reserve 13.00 13.00 10.00
** Includes staff welfare reserve 1.50 1.50 1.50
** Includes investor compensation activities 10.00 10.00 10.00
This is the statement of changes in equity refered to in our report of even date
For Khandelwal Jain & Co. For and on behalf of the Board of Directors
Chartered Accountants
Firm's Registration no : 105049W
The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in the Ind AS - 7 on Statement of Cash Flow as notified
under Companies (Accounts) Rules, 2015.
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
For Khandelwal Jain & Co. For and on behalf of the Board of Directors
Chartered Accountants
Firm's Registration no : 105049W
ii) Associates
Associates are all entities over which the group has significant influence but not control or joint control. This is generally the case where
the group holds between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of
accounting (see (iv) below), after initially being recognised at cost.
(e) Inventory
The Inventory is valued at cost or net realisable value whichever is lower. Cost of inventories include all other costs incurred in bringing the
inventories to their present location and condition. Cost of purchased inventory are determined after deducting rebates and discounts. Net
realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated
costs necessary to make the sale.
(f ) Income taxes
The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the applicable income
tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses, if any.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period.
Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to
interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they
arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or
liability in a transaction other than a business combination that at the time of the transaction affects neither accounting profit nor taxable
profit (tax loss). Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of
the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is
settled.
(g) Leases
As a lessee
Leases of property, plant and equipment and land where the Group, as lessee, has substantially transferred all the risks and rewards of
ownership are classified as finance leases. Finance leases are capitalised at the lease’s inception at the fair value of the leased property or,
if lower, the present value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in
borrowings or other financial liabilities. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to
the profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each
period.
Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Group as lessee are classified as operating
leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on a straight-line
basis over the period of the lease unless the payments are structured to increase in line with expected general inflation to compensate for
the lessor’s expected inflationary cost increases.
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.
Transition to Ind AS
Upon first-time adoption of Ind AS, the Group has elected not to restate business combinations which occurred prior to the transition date
i.e. April 1, 2015. Accordingly, the Group has continued with its business combination accounting under Previous GAAP.
(ii) Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through
profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets
carried at fair value through profit or loss are expensed in profit or loss.
Debt instruments
Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow
characteristics of the asset. There are three measurement categories into which the Group classifies its debt instruments:
• Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments
of principal and interest are measured at amortised cost. A gain or loss on a debt investment that is subsequently measured at
amortised cost and is not part of a hedging relationship is recognised in profit or loss when the asset is derecognised or impaired.
Interest income from these financial assets is included in finance income using the effective interest rate method.
• Fair value through other comprehensive income (FVOCI): Assets that are held for collection of contractual cash flows and for
selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at fair
value through other comprehensive income (FVOCI). Movements in the carrying amount are taken through OCI, except for the
recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses which are recognised in profit
and loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from
equity to profit or loss and recognised under other income. Interest income from these financial assets is included in other income
using the effective interest rate method.
• Fair value through profit or loss (FVPL): Assets that do not meet the criteria for amortised cost or FVOCI are measured at fair value
through profit or loss. A gain or loss on a debt investment that is subsequently measured at fair value through profit or loss is
recognised in profit or loss and presented net in the statement of profit and loss under other income in the period in which it arises.
Interest or dividend income, if any from these financial assets is separately included in other income.
Dividends
Dividends are recognised in profit and loss only when the right to receive payment is established, it is probable that the economic
benefits associated with the dividend will flow to the Group, and the amount of the dividend can be reliably measured.
(iv) Derecognition
A financial liability is derecognised when the obligation specified in the contract is discharged, cancelled or expires.
(n) Derivatives
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured to their fair
value at the end of each reporting period.
Transition to Ind AS
On transition to Ind AS, the Group has elected to continue with the carrying value of all of its property, plant and equipment recognised as at
1 April 2015 measured as per the previous Indian GAAP and use that carrying value as the deemed cost of the property, plant and equipment.
Transition to Ind AS
On transition to Ind AS, the Group has elected to continue with the carrying value of all of its investment properties recognised as at 1 April
2015 measured as per the previous Indian GAAP and use that carrying value as the deemed cost of investment properties.
Transition to Ind AS
On transition to Ind AS, the Group has elected to continue with the carrying value of all of intangible assets recognised as at 1 April 2015
measured as per the previous GAAP and use that carrying value the deemed cost of intangible assets.
(t) Provisions
Provisions for legal claims and discounts/incentives are recognised when the Group has a present legal or constructive obligation as a result
Gratuity obligations
The Group has maintained a Group Gratuity Cum Life Assurance Scheme with the Life Insurance Corporation of India (LIC) towards
which it annually contributes a sum determined by LIC. The liability or asset recognised in the balance sheet in respect of defined
benefit gratuity plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan
assets. The defined benefit obligation is calculated annually by actuaries using the projected unit credit method. The present value of
the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to yields on government
securities at the end of the reporting period that have terms approximating to the terms of the related obligation.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of
plan assets. This cost is included in employee benefit expense in the statement of profit and loss.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the
period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes
Superannuation
Superannuation benefits for employees designated as chief managers and above are covered by Group policies with the Life Insurance
Corporation of India. Group’s contribution payable for the year is charged to profit and loss. There are no other obligations other than
the annual contribution payable.
(x) Dividends
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on
or before the end of the reporting period but not distributed at the end of the reporting period.
(bb) Reclassification
Previous year’s figures have been reclassified / regrouped wherever necessary.
Amendment to Ind AS 7 :
The amendment to Ind AS 7 requires the entities to provide disclosures that enable users of financial statements to evaluate changes in
liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes, suggesting inclusion of
a reconciliation between the opening and closing balances in the balance sheet for liabilities arising from financing activities, to meet the
disclosure requirement. The Group is evaluating the requirements of the amendment including its effect on the financial statements.
‘* Includes investment property for which cost and fair value details are as follows: (H in Crores)
Particulars 31.03.2017 31.03.2016 01.04.2015
Net carrying amount of investment property 4.87 8.21 23.09
Fair value of investment property 53.03 73.97 311.82
Depreciation 0.11 0.18 NA
Rental income 6.55 13.90 NA
Impairment of goodwill
"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 and which is not higher than the Group’s operating segment. The goodwill of H65.59
crores relates to the index licensing services activity of the Group and H1.76 crores relates to datafeed 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.
As at April 1, 2015 i.e. transition date to Ind AS, the Group carried goodwill impairment test and estimated cash flows for a period of 5 years using
internal forecasts. Similarly the Group has also carried out annual goodwill impairment assesment as at March 31, 2017 and March 31, 2016. The
carrying amount does not exceed the recoverable amount of the cash generating units. Accordingly, there were no impairment recorded for the
year ended March 31, 2017 and March 31, 2016.
The management believes that any reasonably possible change in the key assumptions would not cause the carrying amount to exceed the
recoverable amount of the cash generating units.
* Earmarked deposits includes deposits towards Core Settlement Guarantee Fund (Refer Note 37), listing entities, defaulter members , investor
services fund and other restricted deposits.
The above, includes deposits towards Core Settlement Guarantee Fund amounting to H667.25 crores as of March 31, 2017 (March 31, 2016 : H18.52
crores, April 1, 2015 : Nil) (Refer Note 37).
**Includes Interest accrued on Bank Deposits pertaining to investment made towards Core Settlement Guarantee Fund of H26.37 crores as at
March 31, 2017 (March 31, 2016 : H0.89 crores, April 1, 2015 : H0.09 crore) (Refer Note 37).
*Includes Interest accrued on Bank Deposits pertaining to investment made towards Core Settlement Guarantee Fund of H43.58 crores as at
March 31, 2017 (March 31, 2016 : H9.12 crores, April 1, 2015 : H1.46 crore) (Refer Note 37).
*Securities Transaction Tax (“STT”) paid represents amounts recovered by tax authorities towards STT, interest and penalty thereon recoverable
from few members and ad-hoc STT, interest and penalty thereon which is disputed by the Company. The Company has recovered an amount
of H5.39 crores against the STT paid to tax authorities from the respective members and which is held as deposit and disclosed under other non
current liabilities (Refer note: 22). The contingent liability of H6.76 crores net of recoveries from members amounting to H5.39 crores disclosed
under contingent liability (Refer note: 34 (d))
** Represents amount in respect of one of the subsidiary which has been earmarked towards fund to guarantee settlement of trades in accordance
with SEBI circular no. SEBI/HO/MRD/DSA/ CIR / P/2016/125 dated November 28, 2016
* Trade receivables are secured against deposits and margin money received from members (refer note: 24 and 16).
^ Represents amount received from members towards settlement obligations whcich is payable on the date of settlement of the transactions. i.e.
Transaction date + 2 days & margin money from members which is also repayable on the settlement of transactions. Balance in current accounts
also includes amount received from members towards settlement obligations. (refer note 16).
** Earmarked deposits includes deposits towards listing entities, defaulter members, investor services fund and other deposits.
Note 12 : Bank balances other than cash and cash equivalents (H in Crores)
Particulars 31.03.2017 31.03.2016 01.04.2015
Balance in Escrow Account * 6.42 2.33 1.82
'Restricted Balances with banks :
In current accounts** 323.88 4.08 6.51
in flexi fixed deposits*** 69.97 52.91 44.70
Fixed deposits
- with original maturity for more than 3 months but less than 12 months 75.61 503.97 453.01
- with maturity of less than 12 months at the balance sheet date 678.28 749.95 1,326.15
Earmarked Deposits***:
Fixed deposits
- with original maturity for more than 3 months but less than 12 months 530.92 179.78 122.74
- with maturity of less than 12 months at the balance sheet date 488.80 126.39 40.16
Total 2,173.88 1,619.41 1,995.09
* Balance in escrow Account represents balances kept by NSE IT Ltd towards UIDAI project of Government of India. (refer note 16).
** As at March 31, 2017 the Parent Company has transferred H320.39 Crore in separate bank account towards transaction charges and colocation
services based on SEBI directives and one of the subsidiary company has kept balance of H3.49 crore towards Core Settlement Guarantee Fund
(March 31, 2016 : H4.08 crores, April 1, 2015 : H6.51 crores) (Refer Note 37).
*** As at March 31, 2017 balance includes deposits towards Core Settlement Guarantee Fund of H69.97 crores in flexi fixed deposits (March 31,
2016 : H52.91 crores ,April 1, 2015 : H44.70 crore) and H874.28 crores in earmarked deposits (March 31, 2016 : H241.53 crores, April 1, 2015 : H170
crores) (Refer Note 37).
A reconciliation of the number of Equity Shares outstanding at the beginning and at the end of the reporting period
Name of the Company As at 31.03.2017 As at 31.03.2016 As at 01.04.2015
(Numbers in (H in (Numbers in (H in (Numbers in (H in
Crores) Crores) Crores) Crores) Crores) Crores)
At the beginning of the year (Face value of H10 each) 4.50 45.00 4.50 45.00 4.50 45.00
Add: Bonus Shares Issued during the year [Note 3 of 13 (b)] 0.45 4.50 - - - -
4.95 49.50 4.50 45.00 4.50 45.00
Sub-division of equity shares of H10 each, into equity shares 49.50 - - - - -
having a face value of H1 [Note 3 of 13 (b)]
At the end of the year 49.50 49.50 4.50 45.00 4.50 45.00
Details of shareholders holding more than 5% share in the Company (No. of shares)
Name of the Company 31.03.2017 31.03.2016 01.04.2015
Life Insurance Corporation of India 6,19,13,500 56,28,500 47,28,500
State Bank of India 2,57,12,500 45,87,500 45,87,500
IFCI Limited 1,51,00,250 17,47,750 24,97,750
(H in Crores)
Particulars 31.03.2017 31.03.2016 01.04.2015
* Includes General Reserves 4,441.04 4,441.04 4,443.53
** Includes capital reserve on consolidation 39.39 39.39 39.39
** Includes capital redemption reserve 13.00 13.00 10.00
** Includes staff welfare reserve 1.50 1.50 1.50
** Includes investor compensation activities 10.00 10.00 10.00
CSR Reserves:
The Group has created CSR Reserve to undertake CSR activities and has transferred unspend amount from Retained earnings to CSR Reserve.
Other Reserves:
The Group has in the past created Other Reserves for investor compensation activities, staff welfare activities, capital redemption reserve and
capital reserve arising on consolidation.
^ Represents amount received from members towards settlement obligations which is payable on the date of settlement of the transactions. i.e.
Transaction date + 2 days & margin money from members which is also repayable on the settlement of transactions (refer note 11)
* Balance in Escrow Account represents liability towards balances kept by NSE IT Ltd for UIDAI project of Government of India. (refer note 12)
* This excludes deferred tax benefit/expense on other comprehensive income 7.29 (0.46)
* This excludes income tax benefit adjusted in other equity 12.57 33.12
(b) Reconciliation of tax expense and the accounting profit multiplied by India’s tax rate: (H in Crores)
Particulars 31.03.2017 31.03.2016
Profit before income tax expense 1,774.64 967.92
Tax rate (%) 34.608% 34.608%
Tax at the Indian Tax Rate 614.17 334.98
Tax effect of amounts which are not deductible (taxable) in calculating taxable income
Dividend income (1.02) (0.51)
Dividend distribution tax paid by subsidairy companies on which credit is not availed 0.41 12.61
Interest on tax free bonds (19.99) (7.76)
Expenditure related to exempt income 8.64 5.01
Net (gain)/loss on financial assets mandatorily measured at fair value through profit or loss (23.57) 3.84
(Profit )/ Loss on sale of investments taxed at other than Statutory rate (21.12) 3.08
Specific Tax deductions (1.39) (2.08)
Profits of associates and joint venture taxed at different rate (15.51) (6.04)
Provision for impairment in value of investments / Investment written off 3.56 -
MAT credit not recognized 2.99 -
Others 8.65 (6.02)
Income Tax Expense 555.82 337.11
Deferred tax asset is recognised based on reasonable certainty. Accordingly, the Group, as a matter of prudence, have not recognised deferred tax
asset aggregating to H3.56 crores on impairment in value of investment in Power Exchange India Limited (Deferred Tax Asset amounting to H1.73
crores), Market Simplified India Limited (Deferred Tax Asset amounting to H1.48 crores) and in Goods and Service Tax Network (Deferred Tax Asset
amounting to H0.35 crores)
(g) The Group has not recognised deferred tax liability associated with undistributed earnings of its subsidiaries as it can control the timing
of the reversal of these temporary differences and it is probable that such differences will not reverse in the foreseeable future.
(H in Crores)
Particulars 31.03.2017 31.03.2016 01.04.2015
The taxable temporary differences relating to investment in subsidiaries
associated with respect to undistributed earnings for which a deferred
tax liability has not been created:
Undistributed Earnings 1,234.92 1,182.98 1,196.48
Unrecognised deferred tax liabilities relating to the above temporary 251.40 240.82 239.29
differences
# Includes revenue from Transaction charges amounting to H325.25 crores and colocation services amounting to H50.26 crores for the period
September 2016 to March 2017 and kept in separate bank account based on SEBI directive. (Refer Note 50)
* Represent income generated from sources of fund related to operating activity of the Group.
* This includes amount of H(10.02) crores reclassified from other comprehensive income on account of sale of investments as at March 31, 2017
(March 31, 2016 : nil)
*It represents contribution to National Stock Exchange Investor Protection fund trust formed as required under SEBI regulation.
The Company does not have any outstanding dilutive potential equity shares. Consequently, the basic and diluted earning per share of the
Company remain the same.
* The Board of directors of the company in their meeting held on October 4, 2016 recommended issue of Bonus equity shares in the proportion
of 1 (one) bonus share of H10/- (Rupees Ten each) for every existing 10 (Ten) fully paid up equity shares of H10 each, which is approved by the
shareholders in the general meeting held on November 10, 2016. The record date for issue of bonus shares was November 23, 2016. Accordingly,
the weighted average number of equity shares has been restated for all periods presented. The Board of directors also recommended the sub-
division of equity shares of H10 each, into equity shares having a face value of H1. The same was approved by the shareholders in the general
meeting held on November 10, 2016, approved by SEBI on November 27, 2016 and has been notified in the gazette on December 10, 2016. The
record date for stock split was December 13, 2016. Accordingly, basic and diluted earning per share figures for the current period and those of the
prior periods have been restated and is based on the new weighted average number of shares after taking into account increase in the number
of shares arising from bonus and subdivision of shares.
Note 30 : Disclosure under Indian Accounting Standard 19 (Ind AS 19) on Employee Benefit as notified under Rule 3 of the Companies
(Indian Accounting Standards) Rules, 2015 and Companies ( Indian Accounting Standards) Amendment Rules, 2016.
the provident fund for all employees is charged to Statement of Consolidated Profit and Loss. In case of any liability arising due to short
fall between the return from its investments and the administered interest rate, the same is required to be provided for by the Company.
The actuary has provided an actuarial valuation and indicated the interest shortfall liability for the years as below, which has been
provided in the books of accounts after considering the reserves available with the company’s Provident Fund Trust, where considered
necessary. The Company has contributed towards Provident Fund during the years as below.
Other subsidiaries, contribute to the Regional Provident Fund Office as per the applicable rule at the rate of 12% of the employee’s basic
salary to the said recognized provident fund and the same is charged to to Statement of Consolidated Profit and Loss.
(H in Crores)
Particulars 31.03.2017 31.03.2016
Group's contribution to the provident fund 6.14 5.98
Interest shortfall liability - 0.01
Assumptions used in determining the present value obligation of the interest rate guarantee are as follows:
(b) Gratuity :
The Group provides for gratuity for employees as per Payment of Gratuity Act, 1972. Employees who are in continuous service for a
period of 5 years are eligible for gratuity, The amount of Gratuity is payable on retirement/termination of the employee’s based on last
drawn basic salary per month multiplied for the number of years of service. The gratuity plan is a funded plan and the Group makes
contribution to recognised funds with Life Insurance Corporation of India (LIC).
(H in Crores)
Particulars 31.03.2016
Present Value of Fair Value of Plan Total
Obligation Assets
At the beginning of the year 21.38 (15.30) 6.08
Current service Cost 2.36 - 2.36
Interest cost / (income) 1.73 (1.22) 0.51
Expenses recognised in the Statement of Profit & Loss 4.09 (1.22) 2.87
Remeasurements -
Return on plan assets - (0.23) (0.23)
Actuarial (gains)/losses on obligations - due to change in financial 0.06 - 0.06
assumptions
Actuarial (gains)/losses on obligations - due to experience 2.96 - 2.96
Net (income)/expense for the period recognized in OCI 3.02 (0.23) 2.79
Employer Contributions - (4.02) (4.02)
Liability transferred - - -
Benefits paid (3.28) 3.28 -
At the end of the year 25.21 (17.49) 7.72
(ii) The net liability disclosed above relates to funded plans are as follows:
(H in Crores)
Particulars 31.03.2017 31.03.2016 01.04.2015
Fair value of plan assets as at the end of the year/period 16.82 17.49 15.30
Liability as at the end of the year/period (32.66) (25.21) (21.38)
Net (liability) / asset (15.84) (7.72) (6.08)
Non Current Portion (11.40) (3.71) (2.72)
Current Portion (4.44) (4.01) (3.36)
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely
to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to
significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit
method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance
sheet.
(v) Expected contribution to gratuity plan for the year ending March 31, 2018 are H2.23 Crores.
There are no non current assets situated outside the domicile of India.
Investments held by the group are not considered to be segment assets but are managed by the treasury function. Tax related assets and
other assets and liabilties that cannot be allocated to a segment on resonable basis have been disclosed as unallocable. Interest income are
not allocated to segments, as this type of activity is driven by the central treasury function, which manages the cash position of the group.
* Segment Asset includes amount pertaining to Core SGF maintained by NSCCL as follows :
(H in Crores)
Particulars 31.03.2017 31.03.2016 01.04.2015
Contribution to Core SGF 1,684.95 997.30 675.47
Note 32 : In compliance with Ind AS 24 - “Related Party Disclosures”, as notified under Rule 3 of the Companies (Indian Accounting
Standards) Rules, 2015 and Companies ( Indian Accounting Standards) Amendment Rules, 2016, the required disclosures are given in
the table below:
(b) Details of transactions (including service tax wherever levied) with related parties are as follows :
Power Exchange of India Limited (H in Crores)
Nature of Transactions 31.03.2017 31.03.2016 01.04.2015
Application Development and Maintenance Services 0.52 0.53 NA
Applicable Taxes Recovered 0.08 0.07 NA
Closing balances (Credit) / Debit 0.04 1.00 1.09
Investment in Preference Share Capital 5.01 5.01 5.01
Investment in Equity Share Capital 15.04 15.04 15.04
NSDL e-Governance Infrastructure Limited (formerly known as National Securities Depository Limited) (H in Crores)
Nature of Transactions 31.03.2017 31.03.2016 01.04.2015
Application Development and Maintenance Services 0.49 0.62 NA
Applicable Taxes Recovered 0.08 0.09 NA
Miscellaneous Expenditure - 0.00 NA
Dividend received 6.51 6.01 NA
Closing balances (Credit) / Debit 0.08 0.13 0.24
Investment in Equity Share Capital 35.42 35.42 35.42
Market Simplified India Limited (formerly known at INXS Technologies Limited) (H in Crores)
Nature of Transactions 31.03.2017 31.03.2016 01.04.2015
License Fees paid/ payable 0.69 0.68 NA
Consultancy Charges paid for software development 1.91 1.88 NA
Investment in Equity Shares 4.51 4.51 4.51
Closing balances (Credit) / Debit (0.05) - (0.06)
Key Management Personnel - Ms. Chitra Ramkrishna - Managing Director & CEO (Upto 02-Dec-16) (H in Crores)
Nature of Transactions 31.03.2017 31.03.2016 01.04.2015
Short-term employee benefits 14.65 7.05 NA
Post-employment benefits # 6.75 0.82 NA
Long-term employee benefits * 1.58 1.25 NA
Total Remuneration 22.98 9.12 NA
Key Management Personnel - Mr. J. Ravichandran - CEO - Incharge (w.e.f. 02-Dec-16) (H in Crores)
Nature of Transactions 31.03.2017 31.03.2016 01.04.2015
Short-term employee benefits 1.66 NA NA
Post-employment benefits # 0.12 NA NA
Long-term employee benefits * 0.19 NA NA
Total Remuneration 1.97 NA NA
* includes 50% of the variable pay payable after 3 years subject to certain conditions,
# As the liabilities for define benefit plan are provied on acturial basis for the Company as a whole, the amount pertaining to key managerial
persons are not included.
: 0.00 denotes amounts below the rounding off convention
All related parties transaction enter during the year were in ordinary course of business. Outstanding balances as at the year end are unsecured
and settlement occurs in cash. There have been no guarantee provided or received for any related parties receivable or payables as of and for
the year ended March 31, 2017 ,March 31, 2016 and April 1, 2017. The Group has not recorded any impairment of receivables relating to amount
owned by related parties except as disclosed in Note 28.
b) In a complaint filed by a competitor against the Parent Company, the Competition Commission of India directed the Parent Company to pay
a penalty. The Parent Company had appealed against the order before the Hon’ble Competition Appellate Tribunal (COMPAT) which rejected
the appeal. The Parent Company has appealed against the said order and stay has been granted by the Hon’ble Supreme Court of India. In
respect of the same subject matter, a compensation claim has been filed against the Parent Company before the COMPAT by the competitor
and the same is being disputed by the Parent Company. Based on the legal advice, the Parent Company is of the view that there are strong
grounds that the Hon’ble Supreme Court of India will over turn the decision of the COMPAT. In view of the same no provision has been made
in respect of penalty and compensation claimed.
(H in Crores)
Particulars 31.03.2017 31.03.2016 01.04.2015
Penalty amount 55.50 55.50 55.50
Compensation claimed 856.99 856.99 856.99
c) A suit has been filed, jointly and severally against the Parent Company and its subsidiary National Securities Clearing Corporation Limited for
damages / compensation along with interest thereon and has been disputed by the Parent Company. As per the legal opinion received, the
possibility of the claim being awarded against the Parent Company is remote. In view of the same no provision has been made in respect of
compensation claimed.
(H in Crores)
Particulars 31.03.2017 31.03.2016 01.04.2015
Damages / compensation claimed 152.57 152.57 152.57
Note 35 : Details under the MSMED Act, 2006 for dues to micro and small, medium enterprises (H in Crores)
Particulars 31.03.2017 31.03.2016 01.04.2015
Outstanding 0.07 0.11 0.06
Total outstanding dues to Micro, Small & Medium Enterprises have been determined to the extent such parties have been identified on the basis
of information available with the Group.
Note 36 : Lease
The Group has taken land on finance lease. The following is the summary of future minimum lease rental payment under finance lease arrangement
entered into by the Group.
(H in Crores)
Lease obligations 31.03.2017 31.03.2016 01.04.2015
Minimum lease Minimum lease Minimum lease
payments payments payments
- Not later than one year 0.93 0.93 0.93
- Later than one year and not later than five years 6.71 5.80 4.90
- Later than five years 130.26 132.10 133.93
Total minimum lease commitments 137.90 138.83 139.76
Less: future finance charges 127.78 129.33 130.80
Present value of minimum lease premium 10.12 9.50 8.96
Other financial liabilities - current 0.93 0.93 0.93
Other financial liabilities - non current 9.19 8.57 8.03
The lease has escalation clause and there is no right to renew or purchase option.
The Group has taken certain premises and vehicles on operating lease. The following is the summary of future minimum lease rental
payment under operating lease arrangement entered into by the Group.
(H in Crores)
Lease obligations 31.03.2017 31.03.2016 01.04.2015
Minimum lease Minimum lease Minimum lease
payments payments payments
- Not later than one year 9.56 9.22 9.41
- Later than one year and not later than five years 8.60 12.04 15.44
- Later than five years - - -
Total minimum lease commitments 18.16 21.26 24.85
Note 37 :
a) On June 20, 2012, Securities Exchange Board of India (‘SEBI’) notified Securities Contracts (Regulations) (Stock Exchanges and Clearing
Corporations) Regulations, 2012 (“the Regulations”) to regulate recognition, ownership and governance in stock exchanges and clearing
corporations in India. In accordance with Regulation 33 of the Regulations, every recognized stock exchange was required to transfer twenty
five percent (25%) of its annual profits every year to a Settlement Guarantee Fund (“SGF”) of the recognized clearing corporation(s) which
clears and settles trades executed on that stock exchange to guarantee settlement of trades. Subsequently, SEBI in its press release No.66/2012
dated June 21, 2012 made an announcement about expert committee being formed to inter-alia look into the norms for adequacy of the
core corpus of the SGF and it’s sourcing, including transfer of profits by stock exchanges to SGF in the long run. As a matter of prudence, the
Parent company had recorded the provisional appropriation from reserves at 25% of its annual profit after tax in its financial statements
On August 27, 2014, SEBI vide its circular no. CIR/MRD/DRMNP/25/2014 issued norms relating to Core Settlement Guarantee Fund (“Core
SGF”) and contribution requirements by recognised stock exchange to Core SGF maintained by clearing corporations. As per the circular,
stock exchange contribution to Core SGF shall be at least 25% of the Minimum Required Contribution (“MRC”) determined by clearing
corporation. The contribution towards Core SGF is eligible to be adjusted against twenty five percent transfer of profits by stock exchange
under the Regulations. Accordingly, the Parent company had recorded provisional appropriation from reserves in its Previous GAAP financial
statements from the year begining April 1, 2012 through March 31, 2015 amounting to H527.19 Crores (net of H170 Crores for contribution to
MRC of Core SGF for the year ended March 31, 2015). (Refer also note b below)
On May 4, 2016, SEBI in its circular no. SEBI/HO/MRD/DRMNP/CIR/2016/54 notified that the provisions made by stock exchange towards the
transfer of profits to SGF until March 31, 2015 shall be transferred to the Core SGF maintained by the clearing corporation within one month
of the date of issuance of the notification. Further, as per the circular, SEBI will notify the amounts to be transferred by the stock exchange
to the Core SGF maintained by the clearing corporation in respect of the period from April 01, 2015 till the date of amendment of the
Effective August 29, 2016, SEBI has amended Regulation 33 of SECC Regulations, 2012 and the Parent company is now required to contribute
only towards the MRC of Core SGF. Accordingly, during the year ended March 31, 2017, the Parent company has recorded an expense of
H121.07 crores (pro-rata based on profits till the date of amendment of the Regulation) (net of H13 crores for contribution to MRC of Core SGF
for the year ended March 31, 2017) in its Consolidated Statement of Profit and Loss and disclosed H284.39 crores as the amount payable to
Core SGF as Core settlement Guarantee Fund in its Consolidated Balance Sheet as of March 31, 2017.
b) In case of a subsidiary namely National Securities Clearing Corporation Limited, during the year ended March 31, 2014, dues amounting to
H83.47 Crores of defaulter member, after netting off available deposits and collaterals in the form of securities available with the company
have been partly appropriated from Fines and Penalties amounting to H59.37 Crores and the balance amount of H24.1 Crores from the
contribution provisionally receivable from Parent Company towards Settlement Guarantee Fund under the Securities Contracts (Regulations)
(SECC) Regulations, 2012. This above amount was adjusted against contribution payable to Settlement Guarantee Fund amounts to H24.10
Crores as of March 31, 2015.
During the year ended March 31, 2017, such dues amounting to H24.10 crores pertaining to this defaulter member, after netting off available
deposits and collaterals in the form of securities available with the subsidiary company have been written off as bad debts.”
c) Securities and Exchange Board of India, vide circular CIR/MRD/DRMNP/25/2014 dated August 27, 2014, interlia, has issued norms related to
the computation and contribution to the Core Settlement Guarantee Fund by the Clearing Corporation (minimum 50%), Stock Exchange
(minimum 25%) and members (maximum 25%), transfer fines and penalties collected by NSCCL to Core SGF and Income from investment
made from the amount pertaining to the fund to be credited to the fund. Further SEBI vide circular CIR/CFD/FAC/62/2016 dated May 05,2016
advised Stock Exchange to transfer 25% of its annual profits to Core SGF,
Details of the cash contributions and investment of Core SGF are as follows : (H in Crores)
Contribution to Corpus of Core SGF Capital Futures & Currency Debt Other Total
Markets Options Derivatives
NSCCL own contribution 74.00 401.00 47.00 3.00 - 525.00
Contribution by NSE on behalf of Member 37.00 200.00 23.00 - - 260.00
Contribution by NSE 37.00 201.00 24.00 1.00 258.20 521.20
Total (a+b+c+d) 148.00 802.00 94.00 4.00 258.20 1,306.20
Fines and Penalties# 27.61 157.43 14.19 - - 199.23
Income on Investments# 26.54 123.91 15.54 0.44 13.09 179.52
Grand Total (1+2+3) 202.15 1,083.34 123.73 4.44 271.29 1,684.95
(H in Crores)
Details of Investment Capital Futures & Currency Debt Other Total
Markets Options Derivatives
Mutual Funds - - - - - -
Fixed Deposit with Banks 167.42 1,007.67 109.44 2.88 254.13 1,541.54
Flexi Fixed Deposits 26.37 31.19 9.33 - 3.07 69.96
Balance in Bank Accounts - - 0.79 1.44 1.26 3.49
Accrued interest 8.36 44.48 4.17 0.12 12.83 69.96
Grand Total (1+2+3+4+5) 202.15 1,083.34 123.73 4.44 271.29 1,684.95
Details of the Cash contributions and investment of the same are as follows : (H in Crores)
Contribution to Corpus of Core SGF Capital Futures & Currency Debt Total
Markets Options Derivatives
NSCCL own contribution 74.81 361.46 48.62 3.00 487.89
Contribution by NSCCL on behalf of Member 0.54 13.63 2.25 - 16.42
Member Deposits 13.27 28.54 5.22 - 47.03
Contribution by NSE 37.00 179.00 24.00 1.00 241.00
Total (a+b+c+d) 125.62 582.63 80.09 4.00 792.34
Fines and Penalties# 19.38 100.98 11.70 - 132.06
Income on Investments# 13.28 52.44 6.96 0.22 72.90
Grand Total (1+2+3) 158.28 736.05 98.75 4.22 997.30
(H in Crores)
Details of Investment Capital Futures & Currency Debt Total
Markets Options Derivatives
Mutual Funds 101.83 504.05 61.45 2.93 670.26
Fixed Deposit with Banks 33.60 199.98 26.47 - 260.05
Flexi Fixed Deposits 22.39 21.72 8.80 - 52.91
Balance in Bank Accounts 0.02 0.85 1.92 1.29 4.08
Accrued interest 0.44 9.45 0.11 - 10.00
Grand Total (1+2+3+4+5) 158.28 736.05 98.75 4.22 997.30
Details of the Cash contributions and investment of the same are as follows : (H in Crores)
Contribution to Corpus of Core SGF Capital Futures & Currency Debt Total
Markets Options Derivatives
NSCCL own contribution 62.81 239.46 39.62 3.00 344.89
Contribution by NSCCL on behalf of Member 19.19 77.54 16.38 - 113.11
Member Deposits 4.83 10.79 0.94 - 16.56
Contribution by NSE 31.00 119.00 19.00 1.00 170.00
Total (a+b+c+d) 117.83 446.79 75.94 4.00 644.56
Fines and Penalties*# 1.07 14.66 0.57 - 16.29
Income on Investments*# 3.41 9.40 1.75 0.05 14.61
Grand Total (1+2+3) 122.31 470.85 78.26 4.05 675.47
(H in Crores)
Details of Investment Capital Futures & Currency Debt Total
Markets Options Derivatives
Mutual Funds 76.14 320.07 53.75 2.75 452.71
Fixed Deposit with Banks 25.00 130.00 15.00 - 170.00
Flexi Fixed Deposits 18.67 18.91 7.12 - 44.70
Balance in Bank Accounts 1.84 1.20 2.17 1.30 6.51
Accrued interest 0.66 0.67 0.22 - 1.54
Grand Total (1+2+3+4+5) 122.31 470.85 78.26 4.05 675.47
The contribution to the Core SGF being regulatory in nature and has restricted use and purpose. Accordingly, as a matter of accounting prudence
and consistent with the accounting policy followed while preparing the financial statements in the earlier years under Previous GAAP, the
contributions made by NSE to the Core SGF is treated as an item of expenditure and hence has been charged to the Consolidated Statement
of Profit and Loss in both the standalone and the consolidated financial statements of the NSE Group. Further, the contributions made by the
NSCCL to the MRC of the Core SGF, being a Fund within the same legal entity, is recorded as appropriation from its reserves both in the standalone
financial statements of NSCCL and the consolidated financial statements of the NSE Group.
On adoption of Ind AS, an alternative view and approach to the above in these Consolidated Financial Statements of NSE Group could be to record
the contribution to the Core SGF made by NSE as an appropriation from reserves, instead of charging as an expense in the consolidated statement
of profit and loss of the NSE Group. This is considering that NSE, NSCCL and the Core SGF are part of NSE Group thereby eliminating intra-group
transactions. NSE is in the process of seeking necessary clarification in this regard.
However, as mentioned above since the contribution to Core SGF is regulatory requirement having restricted use and purpose and as a matter
of accounting prudence and consistent with the accounting policy followed while preparing the financial statements in the earlier years under
previous GAAP, the Group has decided to continue to treat the contribution to the Core SGF by NSE as an item of expenditure in these consolidated
financial statements.
Had the alternative view discussed above been followed, the impact of such adjustments on the consolidated financial information as reported
would be as follows:
(H in Crores)
Particulars March 31, 2017 March 31, 2016
Reduction in expense - Contribution to Core SGF and increase in Profit before tax 134.07 761.52
Increase in income tax expense – Deferred tax liability (46.40) (263.55)
Increase in Profit after tax and Total Comprehensive Income 87.67 497.97
Reported Profit before tax 1,774.64 967.92
Adjusted Profit before tax 1,908.71 1,729.44
Reported Profit after tax 1,218.82 630.81
Adjusted Profit after tax 1,306.49 1,128.78
Reported Total Comprehensive Income 1,192.47 640.98
Adjusted Total Comprehensive Income 1,280.14 1,138.95
Reported Earnings Per Share (H) 24.62 12.74
Adjusted Earnings Per Share (H) 26.39 22.80
The contributions paid and payable to the Core SGF have been accumulated and disclosed as Core Settlement Guarantee Fund separately from
Group’s equity and liabilities in the Group’s Consolidated financial statements.
Name of Entity With Place of business / Ownership interest held by the Group Principal activities
effect from country of March 31, March 31, April 01,
incorporation 2017 2016 2015
National Securities Clearing 31-Aug-95 India 100.00 100.00 100.00 Clearing and
Corporation Limited Settlement
NSE Strategic Investment Corporation 31-Jan-13 India 100.00 100.00 100.00 Investment entity
Limited
NSE. IT Limited 29-Oct-99 India 100.00 100.00 100.00 IT services
NSE. IT (US) Inc. 04-Dec-06 United States of 100.00 100.00 100.00 IT services
America
India Index Services & Products Limited 02-Aug-06 India 100.00 100.00 100.00 Index services
DotEx International Limited 02-Jun-00 India 100.00 100.00 100.00 Data vending
NSE Infotech Services Limited 02-Aug-06 India 100.00 100.00 100.00 IT services
NSE IFSC Limited 29-Nov-16 India 100.00 - - Trading Platform
NSE IFSC Clearing Corporation Limited 02-Dec-16 India 100.00 - - Clearing and
Settlement
NSE Academy Limited (Formerly known 12-Mar-16 India 100.00 100.00 - Financial literacy
as NSE Education Facilities Limited) programmes
Name of Entity Place of Relationship Proportion of Interest (%) Accounting Carrying Value Share of Profit from
business/ method Associates
country of March 31, March 31, April 01, March 31, March 31, April 01, March 31, March 31,
incorporation 2017 2016 2015 2017 2016 2015 2017 2016
Market Simplified India Joint Venture 30.00 30.00 30.00 Equity 2.93 7.20 6.96 - 0.24
India Limited method
(Formerly known as
INXS
Technologies Limited)
**
Computer Age India Associate 44.99 44.99 44.99 Equity 475.98 452.28 434.09 57.18 43.90
Management method
Services Private
Limited ^
BFSI Skill Sector India Associate 49.00 49.00 49.00 NA 1.00 1.00 1.00 - -
Council of India *
Receivables Exchange India Associate 30.00 - - Equity 6.53 - - (0.97) -
of India Limited method
Total equity 770.33 708.29 652.98 111.67 91.15
accounted
investments
* BFSI Sector Skill Council of India, an assoiate company incorporated under section 8 of Companies Act, 2013, and has been set up with the aim
of enhancing skill development across the BFSI sector leading to greater efficiency, productivity and sustained growth wherein the profits will be
applied for promoting its objects.
^ The Securities Exchange Board of India (SEBI) in its inspection report, had observed that the Company through its Subsidiary Company, NSE
Strategic Investment Corporation Ltd had acquired 44.99% equity stake in Computer Age Management Services Private Limited (CAMS) without
prior permission of the SEBI. While the Company has suitably replied to the SEBI’s observation, the same is under consideration by SEBI.
** During the year, the Group has provided for impairment amounting to H4.27 crores in respect of Market Simplified India Limited, since the joint
venture company has continuously defaulted in statuory payments. The impairment has been debited to the consolidated statement of Profit
and Loss.
The aggregate amount of impairment in the value of investments with associates and joint venture are H10.28 crores as on March 31, 2017 (March
31, 2016 : nil, April 1, 2015 : nil)
The Group’s business activities expose it to a variety of financial risks, namely liquidity risk, market risks and credit risk. The Group’s senior
management has the overall responsibility for the establishment and oversight of the Group’s risk management framework. The Group has
constituted a Risk Management Committee, which is responsible for developing and monitoring the Group’s risk management policies. The
Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls
and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions
and the Group’s activities.
The Risk Management Committee of the Group is supported by the Treasury department that provides assurance that the Group’s financial risk
activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with
the Group’s policies and risk objectives. The Treasury department activities are designed to:
- protect the Group’s financial results and position from financial risks
- maintain market risks within acceptable parameters, while optimising returns; and
- protect the Group’s financial investments, while maximising returns.
The Treasury department is responsible to maximise the return on companies internally genereted funds.”
The following table shows the maturity analysis of the Group’s financial liabilities based on contractually agreed undiscounted cash flows as
at the Balance Sheet date.
(H in Crores)
Particulars Notes Carrying Less than 12 More than 12 Total
amount months months
As at March 31, 2017
Trade payables 14, 16 142.36 142.36 142.36
Deposits 16, 24 1,808.52 1,808.52 1,808.52
Obligations under finance lease 15, 16 0.93 0.93 9.19 10.12
Other liablities 16 7,616.37 7,616.37 7,616.37
As at March 31, 2016
Trade payables 14, 16 87.15 87.15 87.15
Deposits 16, 24 1,680.88 1,680.88 1,680.88
Obligations under finance lease 15, 16 0.93 0.93 8.57 9.50
Other liablities 16 2,838.53 2,838.53 2,838.53
As at April 01, 2015
Trade payables 14, 16 70.04 70.04 70.04
Deposits 16, 24 1,696.58 1,696.58 1,696.58
Obligations under finance lease 15, 16 0.93 0.93 8.03 8.96
Other liablities 16 2,254.91 2,254.91 2,254.91
The above risks may affect the Group’s income or the value of its financial instruments. The objective of the Group’s management of market
risk is to maintain this risk within acceptable parameters, while optimising returns. The Group’s exposure to, and management of, these risks
is explained below.
(i) Fair Value hierarchy and valuation technique used to determine fair value :
This note explains the judgements and estimates made in determining the fair values of the financial instruments that are recognised
and measured at fair value in these consolidated financial statements. To provide an indication about the reliability of the inputs used in
determining fair value, the Group has classified its financial instruments into the three level prescribed under the accounting standard. An
explaination of each level follows below the table.
Financial Assets measured at Fair Value - recurring fair Value measurements at 31.03.2017 (H in Crores)
Particulars Notes Level 1 Level 2 Level 3 Total
Financial Assets
Financial Investments at FVPL
Mutual Fund 4&9 2,460.95 417.16 - 2,878.11
Exchange Traded Funds 4 234.97 - - 234.97
Financial Investments at FVOCI
Debt Instrument at FVOCI - Government Securities 4 - 296.01 - 296.01
Unquoted Equity Investments - National 4 - - 128.00 128.00
Commodity & Derivative Exchange Ltd. (NCDEX)
Quoted Equity Investments - MCX Limited 4 0.68 - - 0.68
Total Financial Assets 2,696.60 713.17 128.00 3,537.77
Financial Assets measured at Fair Value - recurring fair Value measurements At 31.03.2016 (H in Crores)
Particulars Notes Level 1 Level 2 Level 3 Total
Financial Assets
Financial Investments at FVPL
Mutual Fund 4&9 2,357.74 - - 2,357.74
Exchange Traded Funds 4 381.73 - - 381.73
Preference Shares 4 - 5.01 - 5.01
Financial Investments at FVOCI
Debt Instrument at FVOCI - Government Securities 4 - 1,267.12 - 1,267.12
Unquoted Equity Investments - National 4 - 159.86 - 159.86
Commodity & Derivative Exchange Ltd.
Unquoted Equity Investments - Goods And Service 4 - 1.00 - 1.00
Tax Network
Quoted Equity Investments - MCX Limited 4 0.42 - - 0.42
Total Financial Assets 2,739.89 1,432.99 - 4,172.88
Financial Assets measured at Fair Value - recurring fair Value measurements At 01.04.2015 (H in Crores)
Particulars Notes Level 1 Level 2 Level 3 Total
Financial Assets
Financial Investments at FVPL
Mutual Fund 4&9 1,790.18 - - 1,790.18
Exchange Traded Funds 4 81.13 - - 81.13
Preference Shares 4 - 5.01 5.01
Financial Investments at FVOCI
Debt Instrument at FVOCI - Government Securities 4 - 647.56 - 647.56
Unquoted Equity Investments - National 4 - 138.15 138.15
Commodity & Derivative Exchange Ltd.
Unquoted Equity Investments - Goods And Service 4 - 1.00 1.00
Tax Network
Quoted Equity Investments - MCX Limited 4 0.56 - - 0.56
Total Financial Assets 1,871.87 791.72 - 2,663.60
The fair value of financial instruments as referred to in note above have been classified into three categories depending on the inputs used
in the valuation technique. The hierarachy gives the highest priority to quoted prices in active market for identical assets or liabilities (level 1
measurements) and lowest priority to unobservable inputs (level 3 measurements). The categories used are as follows :
- Level 1:
Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments and mutual funds that
have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the
reporting period. The mutual funds are valued using the closing NAV.
- Level 2:
If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. The fair value of financial
instruments that are not traded in an active market (for example, government securities) is determined using FIMMDA valuation techniques
which maximise the use of observable market data and rely as little as possible on entity-specific estimates. Mutual fund - fixed maturity plan
though listed, however since there is low trading activity, they have been classified within level - 2 hierarchy. The fair value of investments in
unlisted equity shares of NCDEX has been classified within Level 2 of the fair value hierarchy as at March 31, 2016 and April 01, 2015. Such
valuation of Level 2 instrument can be verified to recent trading activity for identical or similar instruments, broker or dealer quotations or
alternative pricing sources with reasonable levels of price transparency. Consideration is given to the nature of the quotations (e.g., indicative
or firm) and the relationship of recent market activity to the prices provided from alternative pricing sources. The Management has considered
Price to Book (P/B) multiple under the Market Approach to arrive at the fair value of investment in NCDEX at the above reporting dates. The
P/B is computed based on the price of recent investment transaction available in market and applied to the book value of NCDEX to arrive at
the fair value of Company’s investment in NCDEX at the above reporting dates.
- There were no transfers between levels 1 and 2 during the year ended March 31, 2017 and March 31, 2016.
- Level 3:
If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for
unlisted equity securities included in level 3.
During the year ended March 31, 2017, the Company has transferred investment in unquoted equity shares of NCDEX between levels 2 to 3
as there were no observable market data available as at March 31, 2017.
- The Company’s policy is to recognise transfers into and transfers out of fair value hirerchy level as at the end of reporting period.
* There were no significant inter relationship between unobservable inputs that materially affect fair value
For equity instruments, a 10% increase average P/B multiple would have led to approximately H12.82 crores gain in the other comprehensive
income (2015-16: nil and 2014-15: nil). A 10% decrease in prices would have led to an equal but opposite effect.
- The carrying amounts of trade receivables, trade payables, deposits, other receivables, cash and cash equivalent including other current
bank balances and other liabilities including settlement obligation payable, deposits, creditors for capital expenditure, etc. are considered
to be the same as their fair values, due to current and short term nature of such balances.
- The fair value of finance lease obligation, debentures, taxable bonds, taxfree bonds, commercial paper, fixed deposits and security
deposit are based on discounted cash flow.
- For financial assets and liabilties that are measured at fair value, the carrying amounts are equal to the fair values.
Significant estimates
The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The Company uses
its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each
reporting period. For details of the key assumptions used and the impact of the changes to these assumptions, see note (i).
The accounting policies set out in Note 1 have been applied in preparing the consolidated Financial statements for the year ended March 31,
2017, the comparative information presented in these consolidated financial statements for the year ended March 31, 2016 and in the preparation
of comparative consolidated balance sheet as at March 31, 2016 and an opening Ind AS consolidated balance sheet as at April 01, 2015 (the
Group’s date of transition). In preparing its opening Ind AS consolidated balance sheet, the Group has adjusted the amounts reported previously
in consolidated financial statements prepared in accordance with the accounting standards notified under Companies (Accounting Standards)
Rules, 2006 (as amended) and other relevant provisions of the Act (previous GAAP or Indian GAAP).
An explanation of how the transition from previous GAAP to Ind AS has affected the Group’s financial position, financial performance and cash
flows is set out in the following tables and notes.
Accordingly, the Group has elected to measure all of its property, plant and equipment, intangible assets and investment property at their Previous
GAAP carrying value.
The Group elected to apply Ind AS 103 prospectively to business combinations occurring after its transition date. Business combinations occurring
prior to the transition date have not been restated instead have been accounted as per previous GAAP. The Group has applied same exemption
for investment in associates and joint ventures.
The Group has elected to apply this exemption for its investment in equity instruments.
A.1.4 Leases
Appendix C to Ind AS 17 requires an entity to assess whether a contract or arrangement contains a lease. In accordance with Ind AS 17, this
assessment should be carried out at the inception of the contract or arrangement. Ind AS 101 provides an option to make this assessment on the
basis of facts and circumstances existing at the date of transition to Ind AS, except where the effect is expected to be not material.
The Group has elected to apply this exemption for such contracts/arrangements.
A.2.1 Estimates
An entity’s estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made in for the same date in
accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those
estimates were in error.
Ind AS estimates as at April 1, 2015 are consistent with the estimates as at the same date made in conformity with previous GAAP. The Group made
estimates for following items in accordance with Ind AS at the date of transition as these were not required under previous GAAP:
The Company has reclassified interest income related to operating activities of H(28.51) crores. Further, the Group has reclassified dividend
distribution tax paid by subsidiary companies on which credit is not availed of H12.61 crores and the proceeds / refund of deposits from trading
members / applicants of H(2.03) crores to operating activities, as the deposits are accepted in normal course of business.
Note 2: Investments
Mutual funds and equity instruments (other than investments in subsidiaries, associates and joint venture):
Under the Previous GAAP, investments in equity instruments and mutual funds were classified as long-term investments or current investments
based on the intended holding period and realisability. Long-term investments were carried at cost less provision for other than temporary
decline in the value of such investments. Current investments were carried at lower of cost and fair value. Under Ind AS, these investments are
required to be measured at fair value. The resulting fair value changes of these investments (other than equity instruments designated as at FVOCI)
have been recognised in other equity as at the date of transition i.e. April 1, 2015 and subsequently in the profit or loss.
Fair value changes with respect to investments in equity instruments designated as at FVOCI have been recognised in FVOCI equity instruments
reserve as at the date of transition and subsequently in the other comprehensive income.
(H in Crores)
Mutual funds and equity instruments: Balance Sheet Impact - Increase/
(Decrease)
March 31, 2016 April 1, 2015
Investments (Current) 47.40 28.47
Investments (Non - Current) 101.07 85.72
Total 148.47 114.19
Other Equity (Retained earnings) 47.73 35.02
Other Equity instruments at FVOCI 100.74 79.17
Total 148.47 114.19
(H in Crores)
Mutual funds and equity instruments: Impact in statement of Profit and Loss -
Increase/(Decrease)
March 31, 2016
Other income (Profit and loss) 12.69
Other comprehensive income (net of tax) 17.44
a. Investments in Government Securities - Under Ind AS, the Group has designated Government Securities (G-Sec) as fair value through other
comprehensive income (FVOCI). Accordingly, these investments are required to be measured at fair value. At the date of transition to Ind AS,
difference between the instrument’s fair value and Previous GAAP carrying amount has been recognised in other equity (Retained earnings
for interest income component and Debt instruments through Other Comprehensive Income for fair value change). Interest income and fair
value changes are recognised in the statement of profit and loss and other comprehensive income, respectively.
b. Under Ind AS, the Group has designated debentures, commercial papers, certificate of deposits and bonds at amortised cost. Difference
between the instruments’s amortised value and Previous GAAP carrying amount has been recognised in other equity and subsequently in
the statement of profit or loss.
(H in Crores)
Investments in Debt instruments: Balance Sheet Impact - Increase/
(Decrease)
March 31, 2016 April 1, 2015
Investments (Current) (0.60) (0.32)
Investments (Non - Current) (10.14) (4.08)
Total (10.74) (4.40)
Other Equity (Retained earnings) 1.45 (0.17)
Other Debt instrument at FVOCI (12.19) (4.23)
Total (10.74) (4.40)
(H in Crores)
Investments in Debt instruments: Impact in statement of Profit and Loss -
Increase/(Decrease)
March 31, 2016
Other income 1.63
Other comprehensive income (net of tax) (5.21)
ii. Deferred tax has been recognised on the adjustments made on transition to Ind AS.
iii. Under Previous GAAP, deferred taxes in the consolidated financial statements was determined by using line by line method of consolidation
method. Under Ind AS, the Group has recognised deferred tax liability on the undistributed earnings of Associates and Joint ventures, which
had the following impact in Profit and loss account and retained earnings.
(H in Crores)
Impact on statement of Profit and Loss -
Increase/(Decrease)
March 31, 2016
Total Comprehensive income (22.76)
Impact on Total equity - Increase/
(Decrease)
March 31, 2016 April 1, 2015
Total Equity impact (54.54) (31.78)
Tax effect on distribution of dividend (11.15) (5.21)
Deferred tax liability (43.39) (26.57)
(H in Crores)
Impact on statement of Profit and Loss -
Increase/(Decrease)
March 31, 2016
Total Comprehensive income (0.53)
Impact on Total equity - Increase/
(Decrease)
March 31, 2016 April 1, 2015
Non-Current – Finance lease obligation 8.57 8.03
Current - Finance lease obligation 0.94 0.94
Total Equity (9.51) (8.97)
Under Previous GAAP, the entire dividend distribution tax paid by the Group was charged as an appropriation in equity along with the dividend
proposed by the Parent company. As per Ind AS dividend distribution tax paid on the dividends is recognised consistently with the presentation
of the transaction that creates the income tax consequence. Dividend distribution tax is charged to profit or loss if the dividend itself is charged
to profit or loss. If the dividend is recognised in equity, the presentation of dividend distribution tax is also recognised in equity. The Group has
charged certain amounts of dividend distribution tax paid in respect of dividend received from subsidiaries to the statement of profit and loss, as
the Group has not been able to utilise the tax credit in respect of such dividend distribution tax paid against dividend distribution tax in respect
of dividend paid by the Parent Company to its shareholders. The impact of the same is given below:
(H in Crores)
Impact in statement of Profit and Loss -
Increase/(Decrease)
March 31, 2016
Profit/(Loss) (Increase/(Decrease)) (12.62)
Dues of the defaulter member of H24.11 crores is adjusted against amount receivable from National Stock Exchange of India Limited towards core
SGF.
Note 9: Revenue
Under Previous GAAP, revenue is recognised net of discounts and rebates. Under Ind AS, revenue is recognised at the fair value of the consideration
received or receivable, after the deduction of any inventive and any taxes or duties collected on behalf of the government such as services tax.
Incentives given to customers have been reclassified from ‘other expense’ under Previous GAAP and deducted from revenue under Ind AS for each
of the respective years. This had no impact on total comprehensive income or total equity.
(H in Crores)
Impact in statement of Profit and Loss
March 31, 2016
Customer incentives 7.45
* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note.
* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note.
‘* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note
Note 43 :
(i) Gross amount required to be spent by the Group on Corporate Social Responsibility activities for the year ended March 31, 2017 is H30.39
crores.(Previous year: H28.86 Crores)
(ii) Amount spent during the years towards Primary Education, Elder Care, etc :
(H in Crores)
Particulars 31.03.2017
In cash Yet to be paid in cash Total
Construction / acquisiting of any asset - - -
On purposes other than above * 11.27 - 11.27
(2.70) - (2.70)
* excludes H0.20 crores (previous year H0.12 crores) on capacity building of personnel and implementing agencies etc., which is in excess of
5 % of total CSR expenditure.
(H in Crores)
Particulars 31.03.2017 31.03.2016
(iii) Amount transferred from Retained Earnings to CSR Reserve 72.06 -
During the year, the Group has created CSR Reserve to undertake CSR activities and has transferred unspent amount from Retained earnings
to CSR Reserve. The unspent amount is the shortfall in amount required to be spent by the group as per the Companies Act, 2013 and
amount actually spent.
Note 44 : Disclosure relating to Specified Bank Notes* (SBN) held and transacted during the period from November 08, 2016 to
December 30, 2016.
(Amount in H)
Particulars Specified Bank Others Total
Notes (SBNs) denominated Notes
Closing cash in hand as on 08.11.2016 1,73,000.00 65,271.00 2,38,271.00
(+) Permitted receipts 24,500.00 16,63,702.00 16,88,202.00
(-) Permitted Payments - 15,75,531.00 15,75,531.00
(-) Amount deposited in Banks 1,70,000.00 - 1,70,000.00
Amount exchanged with bank 27,500.00 27,500.00 -
Closing cash in hand as on 30.12.2016 - 1,80,942.00 1,80,942.00
* Specified Bank Notes (SBNs) mean the bank notes of denominations of the existing series of the value of five hundred rupees and one thousand
rupees as defined under the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs no. S.O. 3407(E),
dated the 8th November, 2016.
Note 45 :
C.I.F. value of import in respect of Capital goods : H8.94 Crores (Previous year : H2.37 crore).
(ii) The Board of Directors in its meeting held on April 06, 2017 has considered and approved the proposal of making further investments in ‘NSE
IFSC Limited’ by subscribing to its equity shares upto a nominal amount not exceeding H25 crores.
(iii) Sale of equity & preference share in Power Exchange India Limited
The Board of Directors of NSE Strategic Investment Corporation Limited in the their meeting dated April 25, 2017 approved the sale of equity
shares and preference shares of Power Exchange India Limited which are carried at Nil value in the financial statements. The share purchase
agreement is entered as of April 28, 2017 for a total consideration of H6 crores.
Note 51 :
The Group’s pending litigations comprise of claims against the Group and proceedings pending with Statutory and Tax Authorities. The Group has
reviewd all its pending litigations and proceedings and has made adequete provisions, whenever required and disclosed the contigent liabilities,
wherever applicable, in its financial statements. The Group does not expect the outcome of these proceedings to have a material impact on its
financial position (Refer note no. 34 for details on contingent liabilities)
Note 53 :
In accordance with the relevant provisions of the Companies Act, 2013, the group has long term contracts for which there were no material
forseeble losses. The Group did not have any derivative contracts as at March 31, 2017.
Note 54 :
For the year ended March 31, 2017 and March 31, 2016, the Group is not required to transfer any amount into the Investor Education & Protection
Fund as required under relevant provisions of the Companies Act, 2013.
For Khandelwal Jain & Co. For and on behalf of the Board of Directors
Chartered Accountants
Firm's Registration no : 105049W
Notes:-
1. Dotex International Limited, India Index Services & Products Limited, NSEIT Ltd, Nse Infotech Services Ltd and NSE Academy Limited are wholly owned subsidiaries of NSE Strategic Investment Corporation Limited.
2. NSE.IT (US) INC. is a wholly owned subsidiary of NSE.IT LTD. The reporting currency of the company is USD. The financial information of NSE.IT (US) INC. have been translated into INR at the closing rate at March 31, 2017 of 1 USD = Rs.64.84.
3. NSE IFSC Clearing Corporation Limited is a wholly owned subsidiary of National Securities Clearing Corporation Limited.
Notes:-
1. The group has significant influence through holding more than 20.00% of the equity shares in the investee company in terms of Indian Accounting Standard (Ind AS) 28, Investments in Associates and Joint Ventures.
2. BFSI Sector Skill Council of India is a company incorporated under section 8 of Companies Act, 2013, and has been set up with the aim of enhancing skill development across the BFSI sector leading to greater efficiency, productivity and sustained growth
wherein the profits will be applied for promoting its objects. Therefore the same is not considered while consolidation.
3. The Company was incorporated on February 25, 2016 and the first accounts of the company were not audited as on May 05, 2017.
Report on the Standalone Indian Accounting Standards (Ind AS) 5. We conducted our audit of the standalone Ind AS financial
Financial Statements statements in accordance with the Standards on Auditing
1. We have audited the accompanying standalone financial specified under Section 143(10) of the Act and other applicable
statements of National Stock Exchange of India Limited (“the authoritative pronouncements issued by the Institute of Chartered
Company”), which comprise the Balance Sheet as at March Accountants of India. Those Standards and pronouncements
31, 2017, the Statement of Profit and Loss (including Other require that we comply with ethical requirements and plan and
Comprehensive Income), the Cash Flow Statement and the perform the audit to obtain reasonable assurance about whether
Statement of Changes in Equity for the year then ended, and the standalone Ind AS financial statements are free from material
a summary of the significant accounting policies and other misstatement.
explanatory information prepared based on the relevant records
6. An audit involves performing procedures to obtain audit evidence
(hereinafter referred to as “the Standalone Ind AS Financial
about the amounts and the disclosures in the standalone Ind
Statements”).
AS financial statements. The procedures selected depend on
the auditors’ judgment, including the assessment of the risks
Management’s Responsibility for the Standalone Ind AS Financial
of material misstatement of the standalone Ind AS financial
Statements
statements, whether due to fraud or error. In making those risk
2. The Company’s Board of Directors is responsible for the matters
assessments, the auditor considers internal financial control
stated in Section 134(5) of the Companies Act, 2013 (“the Act”)
relevant to the Company’s preparation of the standalone Ind
with respect to the preparation of these standalone Ind AS
AS financial statements that give a true and fair view, in order to
financial statements to give a true and fair view of the financial
design audit procedures that are appropriate in the circumstances.
position, financial performance (including other comprehensive
An audit also includes evaluating the appropriateness of
income), cash flows and changes in equity of the Company in
the accounting policies used and the reasonableness of the
accordance with the accounting principles generally accepted
accounting estimates made by the Company’s Directors, as well
in India, including the Indian Accounting Standards specified
as evaluating the overall presentation of the standalone Ind AS
in the Companies (Indian Accounting Standards) Rules, 2015
financial statements.
(as amended) under Section 133 of the Act. This responsibility
also includes maintenance of adequate accounting records in 7. We believe that the audit evidence we have obtained is sufficient
accordance with the provisions of the Act for safeguarding of the and appropriate to provide a basis for our audit opinion on the
assets of the Company and for preventing and detecting frauds standalone Ind AS financial statements.
and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that Opinion
are reasonable and prudent; and design, implementation and 8. In our opinion and to the best of our information and according
maintenance of adequate internal financial controls, that were to the explanations given to us, the aforesaid standalone Ind AS
operating effectively for ensuring the accuracy and completeness financial statements give the information required by the Act in
of the accounting records, relevant to the preparation and the manner so required and give a true and fair view in conformity
presentation of the standalone Ind AS financial statements that with the accounting principles generally accepted in India, of the
give a true and fair view and are free from material misstatement, state of affairs of the Company as at March 31, 2017, and its profit
whether due to fraud or error. (including other comprehensive income), its cash flows and the
changes in equity for the year ended on that date.
Auditors’ Responsibility
3. Our responsibility is to express an opinion on these standalone Other Matter
Ind AS financial statements based on our audit. 9. The comparative financial information of the Company for the
year ended March 31, 2016 and the transition date opening
4. We have taken into account the provisions of the Act and the
balance sheet as at April 1, 2015 included in these standalone
Rules made thereunder including the accounting and auditing
Ind AS financial statements, are based on the previously issued
standards and matters which are required to be included in the
statutory financial statements for the years ended March 31, 2016
audit report under the provisions of the Act and the Rules made
and March 31, 2015 prepared in accordance with the Companies
thereunder.
For Khandelwal Jain & Co. For Price Waterhouse & Co Chartered Accountants LLP
Chartered Accountants Firm Registration Number: 304026E / E- 300009
Firm Registration Number:105049W
i. (a) The Company is maintaining proper records showing full the loans and investments made, and guarantees and security
particulars, including quantitative details and situation, of provided by it.
fixed assets.
v. The Company has not accepted any deposits from the public
(b) The fixed assets are physically verified by the Management within the meaning of Sections 73, 74, 75 and 76 of the Act and
according to a phased programme designed to cover all the Rules framed there under to the extent notified.
the items over a period of 2 years which, in our opinion,
vi. The Central Government of India has not specified the
is reasonable having regard to the size of the Company
maintenance of cost records under sub-section (1) of Section 148
and the nature of its assets. Pursuant to the programme, a
of the Act for any of the products of the Company.
portion of the fixed assets has been physically verified by the
Management during the year and no material discrepancies vii. (a) According to the information and explanations given to
have been noticed on such verification. us and the records of the Company examined by us, in
our opinion, the Company is regular in depositing the
(c) The title deeds of immovable properties, as disclosed in Note
undisputed statutory dues, including provident fund,
2 on Property, Plant & Equipment to the financial statements,
employees’ state insurance, income tax, service tax, and other
are held in the name of the Company.
material statutory dues, as applicable, with the appropriate
ii. The Company is in the business of rendering services, and authorities. According to the records of the Company,
consequently, does not hold any inventory. Therefore, the there were no undisputed amounts payable in respect of
provisions of Clause 3(ii) of the said Order are not applicable to provident fund, employees’ state insurance, income-tax,
the Company. service-tax, duty of custom, duty of excise, value added tax
and other statutory dues in arrears as at March 31, 2017 for a
iii. The Company has not granted any loans, secured or unsecured,
period of more than six months from the date they became
to companies, firms, Limited Liability Partnerships or other parties
payable.
covered in the register maintained under Section 189 of the Act.
Therefore, the provisions of Clause 3(iii), (iii)(a), (iii)(b) and (iii)(c) of (b) According to the records of the Company, the dues of sales-
the said Order are not applicable to the Company. tax, income-tax, customs, wealth-tax, service tax, securities
transaction tax, excise duty which have not been deposited
iv. In our opinion, and according to the information and explanations
on account of disputes and the forum where the dispute is
given to us, the Company has complied with the provisions of
pending are as under;
Section 185 and 186 of the Companies Act, 2013 in respect of
Sr. Name of the Statute Nature of Period to which amount Amount Forum where dispute is Pending
No the Dues relates (Financial year) (Hin Crores)
1. Income Tax Act, 1961 Income Tax 1995-1996 0.08 High Court, Mumbai
1999-2000 0.34 High Court, Mumbai
2007-2008 0.002 Income Tax
Appellate Tribunal,
Mumbai
2012-2013 2.14 Commissioner of Income Tax (Appeal)
2. Wealth Tax Act, 1957 Wealth Tax 2000-2001 0.11 Income Tax Appellate Tribunal,
Mumbai - Wealth Tax Bench
3. Finance (No.2) Act, Securities 2006-2007 1.57 High Court Mumbai
2004-Chapter VII Transaction 2007-2008 0.97 High Court, Mumbai
Tax 2008-2009 0.48 High Court, Mumbai
viii. As the Company does not have any loans or borrowings from any 2014 are not applicable to it, the provisions of Clause 3(xii) of the
financial institution or bank or Government, nor has it issued any Order are not applicable to the Company.
debentures as at the balance sheet date, the provisions of Clause
xiii. The Company has entered into transactions with related parties
3(viii) of the Order are not applicable to the Company.
in compliance with the provisions of Sections 177 and 188 of
ix. The Company has not raised any moneys by way of initial public the Act. The details of such related party transactions have been
offer, further public offer (including debt instruments) and term disclosed in the financial statements as required under Indian
loans. Accordingly, the provisions of Clause 3(ix) of the Order are Accounting Standard (Ind AS) 24, Related Party Disclosures
not applicable to the Company. specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014.
x. During the course of our examination of the books and records
of the Company, carried out in accordance with the generally xiv. The Company has not made any preferential allotment or private
accepted auditing practices in India, and according to the placement of shares or fully or partly convertible debentures
information and explanations given to us, we have neither come during the year under review. Accordingly, the provisions of
across any instance of material fraud by the Company or on the Clause 3(xiv) of the Order are not applicable to the Company.
Company by its officers or employees, noticed or reported during
xv. The Company has not entered into any non-cash transactions
the year, nor have we been informed of any such case by the
with its directors or persons connected with him. Accordingly, the
Management.
provisions of Clause 3(xv) of the Order are not applicable to the
xi. The Company has paid/ provided for managerial remuneration Company.
in accordance with the requisite approvals mandated by the
xvi. The Company is not required to be registered under Section 45-IA
provisions of Section 197 read with Schedule V to the Act.
of the Reserve Bank of India Act, 1934. Accordingly, the provisions
xii. As the Company is not a Nidhi Company and the Nidhi Rules, of Clause 3(xvi) of the Order are not applicable to the Company.
For Khandelwal Jain & Co. For Price Waterhouse & Co Chartered Accountants LLP
Chartered Accountants Firm Registration Number: 304026E / E- 300009
Firm Registration Number:105049W
Report on the Internal Financial Controls under Clause (i) of Sub- was established and maintained and if such controls operated
section 3 of Section 143 of the Act effectively in all material respects.
1. We have audited the internal financial controls over financial
4. Our audit involves performing procedures to obtain audit
reporting of National Stock Exchange of India Limited (“the
evidence about the adequacy of the internal financial controls
Company”) as of March 31, 2017 in conjunction with our audit of
system over financial reporting and their operating effectiveness.
the standalone financial statements of the Company for the year
Our audit of internal financial controls over financial reporting
ended on that date.
included obtaining an understanding of internal financial
controls over financial reporting, assessing the risk that a material
Management’s Responsibility for Internal Financial Controls
weakness exists, and testing and evaluating the design and
2. The Company’s management is responsible for establishing and
operating effectiveness of internal control based on the assessed
maintaining internal financial controls based on the internal control
risk. The procedures selected depend on the auditor’s judgement,
over financial reporting criteria established by the Company
including the assessment of the risks of material misstatement of
considering the essential components of internal control stated
the financial statements, whether due to fraud or error.
in the Guidance Note on Audit of Internal Financial Controls
Over Financial Reporting issued by the Institute of Chartered 5. We believe that the audit evidence we have obtained is sufficient
Accountants of India (ICAI). These responsibilities include the and appropriate to provide a basis for our audit opinion on the
design, implementation and maintenance of adequate internal Company’s internal financial controls system over financial
financial controls that were operating effectively for ensuring reporting.
the orderly and efficient conduct of its business, including
adherence to company’s policies, the safeguarding of its assets, Meaning of Internal Financial Controls Over Financial Reporting
the prevention and detection of frauds and errors, the accuracy 6. A company’s internal financial control over financial reporting is a
and completeness of the accounting records, and the timely process designed to provide reasonable assurance regarding the
preparation of reliable financial information, as required under reliability of financial reporting and the preparation of financial
the Act. statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal financial
Auditors’ Responsibility control over financial reporting includes those policies and
3. Our responsibility is to express an opinion on the Company’s procedures that (1) pertain to the maintenance of records that,
internal financial controls over financial reporting based on our in reasonable detail, accurately and fairly reflect the transactions
audit. We conducted our audit in accordance with the Guidance and dispositions of the assets of the company; (2) provide
Note on Audit of Internal Financial Controls Over Financial reasonable assurance that transactions are recorded as necessary
Reporting (the “Guidance Note”) and the Standards on Auditing to permit preparation of financial statements in accordance
deemed to be prescribed under section 143(10) of the Act to with generally accepted accounting principles, and that receipts
the extent applicable to an audit of internal financial controls, and expenditures of the company are being made only in
both applicable to an audit of internal financial controls and accordance with authorisations of management and directors
both issued by the ICAI. Those Standards and the Guidance Note of the company; and (3) provide reasonable assurance regarding
require that we comply with ethical requirements and plan and prevention or timely detection of unauthorised acquisition, use,
perform the audit to obtain reasonable assurance about whether or disposition of the company’s assets that could have a material
adequate internal financial controls over financial reporting effect on the financial statements.
For Khandelwal Jain & Co. For Price Waterhouse & Co Chartered Accountants LLP
Chartered Accountants Firm Registration Number: 304026E / E- 300009
Firm Registration Number:105049W
Current assets
Financial assets
- Investments 7 2,349.84 1,598.01 2,130.10
- Trade receivables 8 266.52 224.95 170.98
- Cash and cash equivalents 9 94.60 50.65 32.70
- Bank balances other than cash and cash equivalents 10 693.90 1,140.97 1,429.17
- Other financial assets 5 61.10 99.90 131.94
Other current assets 6 82.83 72.82 52.72
Total current assets 3,548.79 3,187.30 3,947.61
TOTAL ASSETS 8,083.34 8,065.58 7,291.76
This is the Statement of Profit & loss refered to in our report of even date
For Khandelwal Jain & Co. For and on behalf of the Board of Directors
Chartered Accountants
Firm's Registration no : 105049W
This is the statement of changes in equity refered to in our report of even date
For Khandelwal Jain & Co. For and on behalf of the Board of Directors
Chartered Accountants
Firm's Registration no : 105049W
The above Cash Flow Statement has been prepared under the “Indirect Method” as set out in the Ind AS - 7 on Statement of Cash Flow as notified
under Companies (Accounts) Rules, 2015.
The above condensed statement of cash flows should be read in conjunction with the accompanying notes.
For Khandelwal Jain & Co. For and on behalf of the Board of Directors
Chartered Accountants
Firm's Registration no : 105049W
(f ) Leases
As a lessee
Leases of property, plant and equipment and land where the Company, as lessee, has substantially transferred all the risks and rewards of
ownership are classified as finance leases. Finance leases are capitalised at the lease’s inception at the fair value of the leased property or,
if lower, the present value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in
borrowings or other financial liabilities as appropriate. Each lease payment is allocated between the liability and finance cost. The finance
cost is charged to the profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the
liability for each period.
Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Company as lessee are classified as
operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on
a straight-line basis over the period of the lease unless the payments are structured to increase in line with expected general inflation to
compensate for the lessor’s expected inflationary cost increases.
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
(ii) Measurement
At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through
profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets
carried at fair value through profit or loss are expensed in profit or loss.
Debt instruments
Subsequent measurement of debt instruments depends on the Company’s business model for managing the asset and the cash flow
characteristics of the asset. There are three measurement categories into which the group classifies its debt instruments:
• Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments
of principal and interest are measured at amortised cost. A gain or loss on a debt investment that is subsequently measured at
amortised cost and is not part of a hedging relationship is recognised in profit or loss when the asset is derecognised or impaired.
Interest income from these financial assets is included in finance income using the effective interest rate method.
• Fair value through other comprehensive income (FVOCI): Assets that are held for collection of contractual cash flows and for
selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at fair
value through other comprehensive income (FVOCI). Movements in the carrying amount are taken through OCI, except for the
recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses which are recognised in profit
and loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from
equity to profit or loss and recognised under other income. Interest income from these financial assets is included in other income
using the effective interest rate method.
• Fair value through profit or loss (FVPL): Assets that do not meet the criteria for amortised cost or FVOCI are measured at fair
value through profit or loss. A gain or loss on a debt investment that is subsequently measured at fair value through profit or loss
is recognised in profit or loss and presented in the statement of profit and loss under other income in the period in which it arises.
Interest or dividend income, if any from these financial assets is separately included in other income.
Equity investments (other than Investments in subsidiaries, associates and joint venture)
The Company subsequently measures all equity investments at fair value. Where the Company’s management has elected to present
fair value gains and losses on equity investments in other comprehensive income, there is no subsequent reclassification of fair value
gains and losses to profit or loss. Dividends from such investments continue to be recognised in profit or loss as other income when
the Company’s right to receive payments is established. Impairment losses (and reversal of impairment losses) on equity investments
Transition to Ind AS
Upon first-time adoption of Ind AS, the Company has elected to measure its investments in subsidiaries, joint ventures and associates at
the Previous GAAP carrying amount as its deemed cost on the date of transition to Ind AS i.e., 1st April,2015.
Dividends
Dividends are recognised in profit and loss only when the right to receive payment is established, it is probable that the economic
benefits associated with the dividend will flow to the Company, and the amount of the dividend can be reliably measured
(iv) Derecognition
A financial liability is derecognised when the obligation specified in the contract is discharged, cancelled or expires.
(l) Derivatives
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured to their fair
value at the end of each reporting period.
Transition to Ind AS
On transition to Ind AS, the Company has elected to continue with the carrying value of all of its property, plant and equipment recognised
as at 1 April 2015 measured as per the Previous GAAP and use that carrying value as the deemed cost of the property, plant and equipment.
Transition to Ind AS
On transition to Ind AS, the Company has elected to continue with the carrying value of all of its investment properties recognised as at 1
April 2015 measured as per the Previous GAAP and use that carrying value as the deemed cost of investment properties.
Transition to Ind AS
On transition to Ind AS, the Company has elected to continue with the carrying value of all of intangible assets recognised as at 1 April 2015
measured as per the Previous GAAP and use that carrying value the deemed cost of intangible assets.
Gratuity obligations
The Company has maintained a Group Gratuity Cum Life Assurance Scheme with the Life Insurance Corporation of India (LIC) towards
which it annually contributes a sum determined by LIC. The liability or asset recognised in the balance sheet in respect of defined
benefit gratuity plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan
assets. The defined benefit obligation is calculated annually by actuaries using the projected unit credit method. The present value of
the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to yields on government
securities at the end of the reporting period that have terms approximating to the terms of the related obligation. The net interest cost
is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost
is included in employee benefit expense in the statement of profit and loss.
(v) Dividends
Provision is made for the amount of any dividend declared including dividend distribution tax, being appropriately authorised and no longer
at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period.
(z) Reclassification
Previous year’s figures have been reclassified / regrouped wherever necessary.
Amendment to Ind AS 7
The amendment to Ind AS 7 requires the entities to provide disclosures that enable users of financial statements to evaluate changes in
liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes, suggesting inclusion of
a reconciliation between the opening and closing balances in the balance sheet for liabilities arising from financing activities, to meet the
disclosure requirement. The Company is evaluating the requirements of the amendment including its effect on the financial statements.s.
‘* Includes investment property for which cost and fair value details are as follows: (H in Crores)
Particulars 31.03.2017 31.03.2016 01.04.2015
Net carrying amount of investment property 4.87 8.21 23.09
Fair value of investment property 53.03 73.97 311.82
Depreciation 0.11 0.18 NA
Rental income 6.55 13.90 NA
* Earmarked deposits are restricted and includes deposits towards listing entities, defaulter members , investor services fund and other restricted
deposits.
*Securities Transaction Tax (“STT”) paid represents amounts recovered by tax authorities towards STT, interest and penalty thereon recoverable
from few members and ad-hoc STT, interest and penalty thereon which is disputed by the Company. The Company has recovered an amount
of H5.39 crores against the STT paid to tax authorities from the respective members and which is held as deposit and disclosed under other non
current liabilities. (refer note no. 18). The contingent liability of H6.76 Crore net of recoveries from members amounting to H5.39 Crore disclosed
under contingent liability (Refer note: 30 (v))
* Trade receivables are secured against deposits received from members (refer note: 19)
Note 10 : Bank balances other than cash and cash equivalents (H in Crores)
Particulars Current Current Current
31.03.2017 31.03.2016 01.04.2015
Fixed deposits
- with original maturity for more than 3 months but less than 12 months 10.10 438.81 421.15
- with maturity of less than 12 months at the balance sheet date 217.97 637.52 935.22
Earmarked fixed deposits *
- with original maturity for more than 3 months but less than 12 months 37.00 18.25 32.64
- with maturity of less than 12 months at the balance sheet date 108.44 46.39 40.16
Restricted Balances with banks : in current accounts** 320.39 - -
693.90 1,140.97 1,429.17
* Earmarked deposits are restricted and includes deposits towards listing entities, defaulter members , investor services fund and other restricted
deposits.
** During the year, the company has transferred H320.39 Crore in separate bank account towards transaction charges and colocation services
based on SEBI directives. (Refer Note 44)
A reconciliation of the number of Equity Shares outstanding at the beginning and at the end of the reporting period
Name of the Company As at 31.03.2017 As at 31.03.2016 As at 01.04.2015
(Numbers in (H in (Numbers in (H in (Numbers in (H in
Crores) Crores) Crores) Crores) Crores) Crores)
At the beginning of the year (Face value of H10 each) 4.50 45.00 4.50 45.00 4.50 45.00
Add: Bonus Shares Issued during the year [Note 3 of 11 (b)] 0.45 4.50 - - - -
4.95 49.50 4.50 45.00 4.50 45.00
Sub-division of equity shares of H10 each, into equity shares 49.50 - - - - -
having a face value of H1 [Note 3 of 11 (b)]
At the end of the year 49.50 49.50 4.50 45.00 4.50 45.00
(H in Crores)
Particulars 31.03.2017 31.03.2016 01.04.2015
* Includes General Reserves 3,690.00 3,690.00 3,690.00
CSR Reserves
The company has created CSR Reserve to undertake CSR activities and has transferred unspend amount from Retained earnings to CSR Reserve.
Other Reserves
The Company has in the past created Other Reserves for investor compensation activities and staff welfare activities. .
Note 1: During the year ended March 31, 2016, the amount of interim dividend recognized as distribution to equity shareholders was H72/- per
equity share and a special one time dividend of H7.50 per equity share. The total dividend paid during the year ended March 31, 2016 amounts to
H357.75 crores excluding dividend distribution tax H43.06 crores.
Note 2 : The Board of Directors, in their meeting on May 12, 2016, proposed a dividend of H 73 /- per equity share which has been approved by
the shareholders at the Annual General Meeting held on September 16, 2016 and on October 4, 2016 declared an interim dividend of H79.50
(795%) per equity share of H10/- each of the Company. The total dividend paid during the year ended March 31, 2017 amounts to H 686.25 crores
excluding dividend distribution tax H107.63 crores.
Note 3 : The Board of directors of the company in their meeting held on October 4, 2016 recommended issue of Bonus equity shares in the
proportion of 1 (one) bonus share of H10/- (Rupees Ten each) for every existing 10 (Ten) fully paid up equity shares of H10 each, which was
approved by the shareholders in the general meeting held on November 10, 2016. The record date for issue of bonus shares was November 23,
2016. The board of directors also recommended the sub-division of equity shares of H10 each, into equity shares having a face value of H1 each.
The same was approved by the shareholders in the general meeting held on November 10, 2016, approved by SEBI on November 27, 2016 and
has been notified in the gazette on December 10, 2016. The record date for sub division of equity shares was December 13, 2016.
*This excludes deferred tax benefit on other comprehensive income of H6.27 crores for the year ended March 31, 2017 and deferred tax expense
of H0.65 Crores for the year ended March 31, 2016.
(b) Reconciliation of tax expense and the accounting profit multiplied by India’s tax rate: (H in Crores)
Particulars 31.03.2017 31.03.2016
Profit before income tax expense 1,422.92 587.70
Tax rate (%) 34.608% 34.608%
Tax at the Indian Tax Rate of 34.608% 492.44 203.39
Tax effect of amounts which are not deductible (taxable) in calculating taxable income
Dividend income (56.39) (51.95)
Interest on tax free bonds (17.27) (5.84)
Expenditure related to exempt income 7.31 2.46
Net (gain)/loss on financial assets mandatorily measured at fair value through profit or loss (20.36) 3.84
Profit on sale of investments taxed at other than statutory rate (17.47) -
Specific Tax deductions (1.39) (2.08)
Others 3.12 2.21
Income Tax Expense 389.99 152.03
The applicable Indian statutory tax rate for year ended March 31, 2017 is 34.608% and year ended March 31, 2016 is 34.608%.
Note : Deferred tax asset on indexation benefit of investment in subsidiaries of H6.74 crores for the year ended March 31, 2017 (March 31, 2016
: H20.81 crores, April 1, 2015 : H1.69 crores) not provided as the company does not have any intention to sale investments in subsidiaries in near
future.
* Represent income generated from sources of fund related to operating activity of the company.
# Includes revenue from Transaction charges amounting to H325.25 crores and colocation services amounting to H50.26 crores for the period
September 2016 to March 2017 and kept in separate bank account based on SEBI directive. (Refer Note 44)
* This includes amount of H(10.02) crores reclassified from other comprehensive income on account of sale of investments for the year ended
March 31, 2017 (March 31, 2016 : nil).
* It represents contribution to National Stock Exchange Investor Protection fund trust formed as required under SEBI regulation.
The Company does not have any outstanding dilutive potential equity shares. Consequently, the basic and diluted earning per share of the
Company remain the same.
* The Board of directors of the company in their meeting held on October 4, 2016 recommended issue of Bonus equity shares in the proportion
of 1 (one) bonus share of H10/- (Rupees Ten each) for every existing 10 (Ten) fully paid up equity shares of H10 each, which was approved by the
shareholders in the general meeting held on November 10, 2016. The record date for issue of bonus shares was November 23, 2016. Accordingly,
the weighted average number of equity shares has been restated for all periods presented. The board of directors also recommended the sub-
division of equity shares of H10 each, into equity shares having a face value of H1 each. The same was approved by the shareholders in the general
meeting held on November 10, 2016, approved by SEBI on November 27, 2016 and has been notified in the gazette on December 10, 2016. The
record date for stock split was December 13, 2016. Accordingly, basic and diluted earning per share figures for the current period and those of the
prior periods have been restated and is based on the new weighted average number of shares after taking into account increase in the number
of shares arising from bonus and subdivision of shares.
Note 25 : Disclosure under Indian Accounting Standard 19 (Ind As 19) on Employee Benefit as notified under Rule 3 of the Companies
(Indian Accounting Standards) Rules, 2015 and Companies ( Indian Accounting Standards) Amendment Rules, 2016.
Assumptions used in determining the present value obligation of the interest rate guarantee are as follows:
(H in Crores)
Particulars 31.03.2017 31.03.2016
a. Approach used Deterministic Deterministic
b. Increase in compensation levels 8.00% 5.00%
c. Discount Rate 7.09% 7.96%
d. Attrition Rate 12.00% 2.00%
e. Weighted Average Yield 9.14% 8.89%
f. Weighted Average YTM 9.27% 9.10%
g. Reinvestment Period on Maturity 5 years 5 years
h. Mortality Rate Indian Assured Lives Indian Assured Lives
Mortality (2006-08) Mortality (2006-08)
Ultimate Ultimate
i. Total PF assets as on date of valuation (H in Crores) 59.17 54.59
(b) Gratuity :
The Company provides for gratuity for employees as per Payment of Gratuity Act, 1972. Employees who are in continuous service for a
period of 5 years are eligible for gratuity, The amount of Gratuity is payable on retirement/termination of the emplyee’s last drawn basic
salary per month multiplied for the number of years of service. The gratuity plan is a funded plan and the company makes contribution
to recognised funds with Life Insurance Corporation of India (LIC).
A Balance Sheet
(i) The amounts recognised in the balance sheet and the movements in the net defined benefit obligation over the years are as follows:
(H in Crores)
Particulars 31.03.2017
Present Value of Fair Value of Plan Total
Obligation Assets
At the beginning of the year 18.21 (13.20) 5.01
Current service Cost 1.50 0.00 1.50
Interest cost / (income) 1.45 (1.05) 0.40
Expenses recognised in the Statement of Profit & Loss * 2.95 (1.05) 1.90
Remeasurements
Expected return on plan assets - (0.02) (0.02)
Actuarial (gains)/losses on obligations - due to change in demographic 2.47 0.00 2.47
assumptions
Actuarial (gains)/losses on obligations - due to change in financial 3.66 0.00 3.66
assumptions
Actuarial (gains)/losses on obligations - due to experience 2.00 0.00 2.00
Net (income)/expense for the period recognized in OCI # 8.13 (0.02) 8.11
Employer Contributions - (4.78) (4.78)
Liability transferred out (0.62) 0.00 (0.62)
Benefits paid (8.00) 8.00 -
At the end of the year 20.67 (11.05) 9.62
*Includes H0.17 Crores (Previous Year : H0.07 crores) charged to the subsidiaries and H0.10 crores charged from subsidiary.
# Includes H0.76 Crores (Previous Year : H0.08 crores) charged to the subsidiaries.
*Includes H0.07 Crores (Previous Year : H0.26 crores) charged to the subsidiaries.
# Includes H0.08 Crores (Previous Year : H0.43 crores) charged to the subsidiaries.
(H in Crores)
Particulars 01.04.2015
Present Value of Fair Value of Plan Total
Obligation Assets
At the beginning of the year 12.33 (6.72) 5.61
Current service Cost 1.07 - 1.07
Interest cost / (income) 1.15 (0.62) 0.53
Expenses recognised in the Statement of Profit & Loss * 2.22 (0.62) 1.60
Remeasurements
Expected return on plan assets - (0.29) (0.29)
Actuarial (gains)/losses on obligations - due to change in demographic - 0.00 -
assumptions
Actuarial (gains)/losses on obligations - due to change in financial 1.55 - 1.55
assumptions
Actuarial (gains)/losses on obligations - due to experience 1.37 - 1.37
Net (income)/expense for the period recognized in OCI # 2.92 (0.29) 2.63
Employer Contributions (5.64) (5.64)
Liability transferred out 0.00 - -
Benefits paid (2.54) 2.54 -
At the end of the year 14.93 (10.73) 4.20
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely
to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to
significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit
method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance
sheet.
(v) The expected maturity analysis of undiscounted gratuity defined benefits is as follows:
(H in Crores)
Particulars 31.03.2017 01.04.2015
1st Following Year 2.48 0.68
2nd Following Year 2.42 0.64
3rd Following Year 2.70 0.72
4th Following Year 3.14 1.04
5th Following Year 4.77 1.48
Sum of Years 6 to 10 14.76 18.30
(vi) Expected contribution to gratuity plan for the year ending March 31, 2018 are H2.23 Crores.
(i) Fair Value Hierarchy and valuation technique used to determine fair value :
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are recognised
and measured at fair value and are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in
determining fair value, the Company has classified its financial instruments into the three level prescribed under the accounting standard. An
explaination of each level follows underneath the table.
Financial Assets and Liabilities measured at Fair Value - recurring fair Value measurements at 31.03.2017 (H in Crores)
Particulars Notes Level 1 Level 2 Level 3 Total
Financial Assets
Financial Investments at FVPL
Mutual Fund - Growth Plan 7 1,708.31 - - 1,708.31
Mutual Fund - Fixed Maturity Plan 4 - 417.14 417.14
Exchange Traded Funds 4 223.37 - - 223.37
Financial Investments at FVOCI
Debt Instrument at FVOCI - Government Securities 4 - 296.01 - 296.01
Unquoted Equity Investments - National 4 - - 128.00 128.00
Commodity & Derivative Exchange Ltd. (NCDEX)
Quoted Equity Investments - MCX Limited 4 0.60 - - 0.60
Total Financial Assets 1,932.28 713.15 128.00 2,773.43
Financial Assets and Liabilities measured at Fair Value - recurring fair Value measurements At 31.03.2016 (H in Crores)
Particulars Notes Level 1 Level 2 Level 3 Total
Financial Assets
Financial Investments at FVPL
Mutual Fund - Growth Plan 7 686.94 - - 686.94
Exchange Traded Funds 4 343.39 - - 343.39
Financial Investments at FVOCI
Debt Instrument at FVOCI - Government Securities 4 - 1,267.13 - 1,267.13
Unquoted Equity Investments - National 4 - 159.86 159.86
Commodity & Derivative Exchange Ltd.
Quoted Equity Investments - MCX Limited 4 0.42 - - 0.42
Total Financial Assets 1,030.75 1,426.99 - 2,457.74
The fair value of financial instruments as referred to in note above have been classified into three categories depending on the inputs used
in the valuation technique. The hierarachy gives the highest priority to quoted prices in active market for identical assets or liabilities (level 1
measurements) and lowest priority to unobservable inputs (level 3 measurements). The categories used are as follows :
- Level 1:
Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments and mutual funds that
have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the
reporting period. The mutual funds are valued using the closing NAV.
- Level 2:
If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. The fair value of financial
instruments that are not traded in an active market (for example, government securities) is determined using FIMMDA valuation techniques
which maximise the use of observable market data and rely as little as possible on entity-specific estimates. Mutual fund - fixed maturity plan
though listed, however since there is low trading activity, they have been classified within level - 2 hierarchy. The fair value of investments in
unlisted equity shares of NCDEX has been classified within Level 2 of the fair value hierarchy as at March 31, 2016 and April 01, 2015. Such
valuation of Level 2 instrument can be verified to recent trading activity for identical or similar instruments, broker or dealer quotations or
alternative pricing sources with reasonable levels of price transparency. Consideration is given to the nature of the quotations (e.g., indicative
or firm) and the relationship of recent market activity to the prices provided from alternative pricing sources. The Management has considered
Price to Book (P/B) multiple under the Market Approach to arrive at the fair value of investment in NCDEX at the above reporting dates. The
P/B is computed based on the price of recent investment transaction available in market and applied to the book value of NCDEX to arrive at
the fair value of Company’s investment in NCDEX at the above reporting dates.
- There were no transfers between levels 1 and 2 during the year ended March 31, 2017 and March 31, 2016.
- Level 3:
If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for
unlisted equity securities included in level 3.
During the year ended March 31, 2017, the Company has transferred investment in unquoted equity shares of NCDEX between levels 2 to 3
as there were no observable market data available as at March 31, 2017.
- The Company’s policy is to recognise transfers into and transfers out of fair value hirerchy level as at the end of reporting period.
- The fair value of the remaining financial instruments is determined using discounted cash flow analysis.
* There were no significant inter relationship between unobservable inputs that materially affect fair value
For equity instruments, a 10% increase in average P/B multiple would have led to approximately H12.82 crores gain in the other comprehensive
income (2015-16: nil and 2014-15: nil). A 10% decrease in average P/B multiple would have led to an equal but opposite effect.
vi) Fair value of financial assets and liabilities measured at amortised cost :
(H in Crores)
Particulars 31/03/17 31/03/16 01/04/15
Carrying Fair Value Carrying Fair Value Carrying Fair Value
Amount Amount Amount
Financial Assets
Debentures 1,233.28 1,242.84 1,356.79 1,363.56 1,104.34 1,108.52
Taxable Bonds 118.04 123.33 150.37 152.85 147.89 150.08
Taxfree Bonds 875.98 905.05 462.25 462.18 64.76 67.77
Commercial Paper - - - - 341.61 341.61
Fixed Deposits 455.71 458.15 1,537.65 1,548.66 2,122.52 2,125.03
Security Deposit 2.35 2.35 2.16 2.16 1.83 1.83
Total Financial Assets 2,685.36 2,731.72 3,509.21 3,529.42 3,782.96 3,794.85
Financial Liabilities
Obligations under Finance Lease 10.12 18.31 9.50 17.35 8.96 15.61
Total Financial Liabilities 10.12 18.31 9.50 17.35 8.96 15.61
- The carrying amounts of trade receivables, trade payables, deposits, other receivables, cash and cash equivalent including other current
bank balances and other liabilities including deposits, creditors for capital expenditure, etc are considered to be the same as their fair
values, due to current and short term nature of such balances.
- The fair value of finance lease obligation, debentures, taxable bonds, taxfree bonds, commercial paper, fixed deposits and security
deposit are based on discounted cash flow.
- For financial assets and liabilties that are measured at fair value, the carrying amounts are equal to the fair values.
Significant estimates
The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The Company uses
its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each
reporting period.
Note 28 : In compliance with Ind AS 24 - “Related Party Disclosures”, as notified under Rule 3 of the Companies (Indian Accounting
Standards) Rules, 2015 and Companies ( Indian Accounting Standards) Amendment Rules, 2016, the required disclosures are given in
the table below:
* The principal place of business for all subsidiaries / associates / joint venture are in India except of NSEIT (US) Inc which is located in US.
(b) Details of transactions (including service tax wherever levied) with related parties are as follows :
National Securities Clearing Corporation Ltd. (H in Crores)
Nature of Transactions 31.03.2017 31.03.2016 01.04.2015
Usage charges received 17.83 16.25 NA
Space and Infrastructure usage charges received 4.95 4.23 NA
Reimbursement received for expenses on staff on deputation 11.91 12.05 NA
Reimbursement received for other expenses incurred 48.09 41.19 NA
Reimbursement paid for IPO Expenses 0.15 - NA
Dividend received 157.50 146.25 NA
Clearing and Settlement charges paid 114.45 112.04 NA
Contribution to NSCCL Core SGF expenses 134.07 761.52 NA
Purchase of Investment - 0.93 -
Contribution to NSCCL Core SGF liability (Closing Balance) (284.39) (690.52) -
Closing balance (Credit)/Debit 31.54 33.31 24.65
Investment in Equity Share Capital 5.64 5.64 5.64
NSE Academy Limited (formerly known as NSE Education Facilities Limited) (H in Crores)
Nature of Transactions 31.03.2017 31.03.2016 01.04.2015
Assets transferred on slump sale 0.57 - -
Reimbursement received for expenses on staff on deputation 2.21 - -
Receivable towards income 1.44 - -
Reimbursement received for expenses incurred 3.05 - -
Space and Infrastructure usage charges received 0.67 - -
Closing balance (Credit)/Debit 2.50 - -
(ii) (a) In a complaint filed by a competitor against the Company, the Competition Commission of India directed the Company to pay a penalty
of H55.50 crores (March 31, 2016 : H55.50 crores and April 1, 2015: H55.50 crores). The Company had appealed against the order before
the Hon’ble Competition Appellate Tribunal (COMPAT) which rejected the appeal. The Company has appealed against the said order and
stay has been granted by the Hon’ble Supreme Court of India. In respect of the same subject matter, a compensation claim has been
filed against the Company amounting to H856.99 crores (March 31, 2016 : H856.99 and April 1, 2015: H856.99) before the COMPAT by the
competitor and the same is being disputed by the Company. Based on the legal advice, the Company is of the view that there are strong
grounds that the Hon’ble Supreme Court of India will over turn the decision of the COMPAT. In view of the same no provision has been
made in respect of penalty and compensation claimed.
(b) A suit has been filed, jointly and severally against the Company and National Securities Clearing Corporation Limited for damages /
compensation amounting to H152.57 crores (March 31, 2016 : H152.57 crores and April 1, 2015 : H152.57 crores ) along with interest
thereon and has been disputed by the Company. As per the legal opinion received, the possibiity of the claim being awarded against
the Company is remote. In view of the same no provision has been made in respect of damages / compensation claimed.
(iii) On account of disputed demand of Income Tax: H41.32 Crores (March 31, 2016: H37.81 Crores and April 1, 2015: H45.99 crores ), disputed
demand of Fringe Benefit Tax: H2.21 Crores (March 31, 2016 : H2.21 Crores and April 1, 2015: H2.21 croes) and disputed demand of Wealth Tax:
H0.09 Crores (March 31, 2016 : H1.94 Crores and April 1, 2015: H1.94 crores). Wealth Tax liability includes H0.02 Crores (March 31, 2016 : H1.86
Crores and April 1, 2015: H1.86 crores) on account of Tax Department appeals pending disposal before the Bombay High Court. On account of
disputed demand of Service Tax: H39.75 crores (March 31, 2016 : H39.20 crores and April 1, 2015: H39.20 crores) alongwith interest and penalty
thereon
(iv) On account of Bank guaranties H1 crore (March 31, 2016 : H4.01 crores and April 1, 2015 : H4.01 crores )
(v) On account of disputed demand of Securities Transaction Tax : H6.76 Crores (March 31, 2016 : H5.20 Crores and April 1, 2015 : H5.20 crores).
Note 31 : Details of dues to micro and small, medium enterprises as defined under the MSMED Act, 2006
Liability for expenses includes H0.07 Crore (March 31, 2016: H0.11 Crore and April 1, 2015 H0.06 crores) due to Micro, Small & Medium Enterprises.
Total outstanding dues to Micro, Small & Medium Enterprises have been determined to the extent such parties have been identified on the basis
of information available with the Company.
Note 32 :
In the opinion of the Board, current assets and advances are approximately of the value stated and to be realised in the ordinary course of business.
(b) Amount spent during the year towards Primary Education, Elder Care, etc :
(H in Crores)
Particulars 31.03.2017
In cash Yet to be paid in cash Total
Construction / acquisiting of any asset - - -
On purposes other than above * 8.13 - 8.13
(1.95) - (1.95)
* excludes H0.20 crores (previous year H0.12 crores) on capacity building of personnel and implementing agencies etc., which is in excess of
5 % of total CSR expenditure.
(H in Crores)
Particulars 31.03.2017 31.03.2016
(c) Amount transferred from Retained Earnings to CSR Reserve 53.43 -
During the year, the Company has created CSR Reserve to undertake CSR activities and has transferred the unspent amount from Retained
earnings to CSR Reserve. The unspent amount is the shortfall in amount required to be spent by the Company as per the Companies Act,
2013 and amount actually spent.
Note 34 : Disclosure relating to Specified Bank Notes* (SBN) held and transacted during the period from November 08, 2016 to
December 30, 2016.
(Amount in H)
Description Specified Bank Others Total
Notes (SBNs) denominated Notes
Closing cash in hand as on 08.11.2016 89,500.00 29,997.00 1,19,497.00
(+) Permitted receipts 24,500.00 11,91,643.00 12,16,143.00
(-) Permitted Payments - 11,11,346.00 11,11,346.00
(-) Amount deposited in Banks 1,05,500.00 - 1,05,500.00
Amount exchanged with bank 8,500.00 8,500.00 -
Closing cash in hand as on 30.12.2016 - 1,18,794.00 1,18,794.00
‘* Specified Bank Notes (SBNs) mean the bank notes of denominations of the existing series of the value of five hundred rupees and one thousand
rupees as defined under the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs no. S.O. 3407(E),
dated the 8th November, 2016.
The lease has escalation clause and there is no right to renew or purchase option.
Note 36 :
C.I.F. value of import in respect of Capital goods : H8.94 Crore (Previous year : H2.37 Crore).
On August 27, 2014, SEBI vide its circular no. CIR/MRD/DRMNP/25/2014 issued norms relating to Core Settlement Guarantee Fund (“Core SGF”)
and contribution requirements by recognised stock exchange to Core SGF maintained by clearing corporations. As per the circular, stock
exchange contribution to Core SGF shall be at least 25% of the Minimum Required Contribution (“MRC”) determined by clearing corporation. The
contribution towards Core SGF is eligible to be adjusted against twenty five percent transfer of profits by stock exchange under the Regulations.
Accordingly, the Company had recorded a provisional appropriation of H527.19 crores as at March 31, 2015 (net of H170 crores for contribution to
MRC of Core SGF for the year ended March 31, 2015) and the same had been disclosed as provision for Core Settlement Guarantee Fund in the
Balance Sheet of the Company as on April 1, 2015.
On May 4, 2016, SEBI in its circular no. SEBI/HO/MRD/DRMNP/CIR/2016/54 notified that the provisions made by stock exchange towards the
transfer of profits to SGF until March 31, 2015 shall be transferred to the Core SGF maintained by the clearing corporation within one month of
the date of issuance of the notification. Further, as per the circular, SEBI will notify the amounts to be transferred by the stock exchange to the
Core SGF maintained by the clearing corporation in respect of the period from April 01, 2015 till the date of amendment of the Regulations by
SEBI. Accordingly, the provisional appropriations made out of reserve aggregating to H527.19 crores disclosed as provision in the Balance Sheet of
the Company as on March 31, 2015 was reversed and an expense of H527.19 crores was recorded in the Statement of Profit and Loss for the year
ended March 31, 2016. During the year ended March 31, 2016, the Company had also recorded an expense of H163.33 crores (net of H71 crores for
contribution to MRC of Core SGF for the year ended March 31, 2016) in its Statement of Profit and Loss and other current liability of H690.52 crores
in its balance sheet as of March 31, 2016.
Effective August 29, 2016, SEBI has amended Regulation 33 of SECC Regulations, 2012 and the Company is now required to contribute only
towards the MRC of Core SGF. Accordingly, during the year ended March 31, 2017, the Company has recorded an expense of H121.07 crores (pro-
rata based on profits till the date of amendment of the Regulation) (net of H13 crores for contribution to MRC of Core SGF for the year ended
March 31, 2017) in its Statement of Profit and Loss and disclosed H284.39 crores as the amount payable to Core SGF as other current liability in its
Balance Sheet as of March 31, 2017.
(ii) The Board of Directors in its meeting held on April 06, 2017 has considered and approved the proposal of making further investments in ‘NSE
IFSC Limited’ by subscribing to its equity shares upto a nominal amount not exceeding H25 crores.
Note 43 :
The Company’s pending litigations comprise of claims against the Company and proceedings pending with Statutory and Tax Authorities. The
Company has reviewed all its pending litigations and proceedings and has made adequete provisions, wherever required and disclosed the
contigent liabilities, wherever applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a
material impact on its financial position (Refer note no. 30 for details on contingent liabilities).
Note 44 :
SEBI has directed the Company to carry out an investigation including forensic examination by an independent external agency in respect of NSE’s
Colocation facility. In this regard, SEBI has directed that, pending completion of investigation to the satisfaction of SEBI, all revenues emanating
from colocation facility including the transaction charges on the trades executed through colocation facility be placed in a separate bank account.
Accordingly, the same is being transferred to a separate bank account. The amount so transferred for the period from September 2016 to March
2017 was H375.51 crores. (Refer also note 20)
The Company’s business activities expose it to a variety of financial risks, namely liquidity risk, market risks and credit risk. The Company’s senior
management has the overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company
has constituted a Risk Management Committee, which is responsible for developing and monitoring the Company’s risk management policies.
The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and
controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market
conditions and the Company’s activities.
The Risk Management Committee of the Company is supported by the Treasury department that provides assurance that the Company’s financial
risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance
with the Company’s policies and risk objectives. The Treasury department activities are designed to:
The Company maintained a cautious funding strategy, with a positive cash balance throughout the year ended 31st March, 2017 and 31st
March, 2016. This was the result of cash delivery from the business. Cash flow from operating activities provides the funds to service the
financing of financial liabilities on a day-to-day basis.
The Company’s treasury department regularly monitors the rolling forecasts to ensure it has sufficient cash on an on-going basis to meet
operational needs. Any short term surplus cash generated by the operating entities, over and above the amount required for working capital
management and other operational requirements, is retained as cash and cash equivalents (to the extent required) and any excess is invested
in interest bearing term deposits and other highly marketable debt investments including the government securities with appropriate
maturities to optimise the cash returns on investments while ensuring sufficient liquidity to meet its liabilities.
(H in Crores)
Particulars Carrying Less than 12 More than 12 Total
amount months months
As at March 31, 2017
Trade payables 132.22 132.22 - 132.22
Deposits 1,120.92 1,120.92 - 1,120.92
Obligations under finance lease 10.12 0.93 9.19 10.12
Other liablities 86.10 86.10 - 86.10
As at March 31, 2016
Trade payables 87.53 87.53 - 87.53
Deposits 1,104.19 1,104.19 - 1,104.19
Obligations under finance lease 9.50 0.93 8.57 9.50
Other liablities 76.88 76.88 - 76.88
As at April 01, 2015
Trade payables 61.96 61.96 - 61.96
Deposits 1,126.47 1,126.47 - 1,126.47
Obligations under finance lease 8.96 0.93 8.03 8.96
Other liablities 78.40 78.40 - 78.40
Trade receivables
Concentrations of credit risk with respect to trade receivables are limited, due to the Company’s customer base being large and diverse and
also on account of member’s deposits kept by the company as collatrel which can be utilised in case of member default. All trade receivables
are reviewed and assessed for default on a quarterly basis. Basesd on historical experience of collecting receivables, supported by the level of
default, our assessment of credit risk is low. Accordingly, our provision for expected credit loss on trade receivable is not material.”
The Company’s maximum exposure to credit risk as at March 31, 2017, 2016 and April 01, 2015 is the carrying value of each class of financial
assets as disclosed in note 4, 5, 7, 8, 9 and 10.”
Total equity (as shown in the balance sheet, including retained profit, other reserves, share capital, share premium.
The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to our shareholders. The
capital structure of the Company is based on management’s judgement of the appropriate balance of key elements in order to meet its strategic
and day-to-day needs. We consider the amount of capital in proportion to risk and manage the capital structure in light of changes in economic
conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the group may adjust the
amount of dividends paid to shareholders, return capital to shareholders or issue new shares.
The Company’s policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor, creditors and
market confidence and to sustain future development and growth of its business. The Company will take appropriate steps in order to maintain,
or if necessary adjust, its capital structure. Company is not subject to financial covenants in any of its significant financing agreements.
The management monitors the return on capital as well as the level of dividends to shareholders. The Company’s goal is to continue to be able
to return excess liquidity to shareholders by continuing to distribute dividends in future periods. Refer note 41 (i) & 11 (b) for the final and interim
dividends declared and paid.
The accounting policies set out in note 1 have been applied in preparing the financial statements for the year ended March 31, 2017, the
comparative information presented in these financial statements as of and for the year ended March 31, 2016 in the preparation of an opening
Ind AS balance sheet at April 1, 2015 (the Company’s date of transition). In preparing its opening Ind AS balance sheet, the Company has adjusted
the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under Companies
(Accounting Standards) Rules, 2006 (as amended) and other relevant provisions of the Act (previous GAAP or Indian GAAP). An explanation of
how the transition from previous GAAP to Ind AS has affected the Company’s financial position, financial performance and cash flows is set out
in the following tables and notes.
Accordingly, the Company has elected to measure all of its property, plant and equipment, intangible assets and investment property at their
previous GAAP carrying value.
The Company has elected to measure its investment in subsidiaries, associate and joint venture at the previous GAAP carrying amount as its
deemed cost on the transition date.
The Company has elected to apply this exemption for its investment in equity instruments.
The Company has elected to apply this exemption for such contracts/arrangements.
A.2.1 Estimates
An entity’s estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistence with estimates made in for the same date in
accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those
estimates were errors.
Ind AS estimates as at 1 April 2015 are consistent with the estimates as at the same date made in conformity with previous GAAP. The Company
made estimates for following items in accordance with Ind AS at the date of transition as these were not required under previous GAAP:
IndAS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following reconciliations
provide the explanations and quantification of the differences arising from the transition from Previous GAAP to Ind AS in accordance with Ind
AS 101:
* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note
* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note
* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note
C: Reconciliation of Cash Flow for the year ended March 31, 2016
(H in Crores)
Particulars Previous Adjustments* Ind AS
GAAP
Net cash flow from operating activities 472.99 11.13 484.12
Net cash flow from investing activities (49.59) (15.77) (65.36)
Net cash flow from financing activities (405.45) 4.64 (400.81)
Net increase / (decrease) in cash and cash equivalents 17.95 17.95
Cash and Cash equivalents as at April 1, 2015 32.70 32.70
Cash and Cash equivalents as at March 31, 2016 50.65 50.65
* The Company has reclassified interest income related to operating activities of H15.77 crores and the proceeds / refund of deposits from trading
members / applicants of H4.64 crores to operating activities, as the deposits are accepted in normal course of business.
Under the previous GAAP, investments in equity instruments and mutual funds were classified as long-term investments or current investments
based on the intended holding period and realisability Long-term investments were carried at cost less provision for other than temporary decline
in the value of such investments. Current investments were carried at lower of cost and fair value. Under Ind AS, these investments are required to
be measured at fair value. The resulting fair value changes of these investments (other than equity instruments designated as at FVOCI) have been
recognised in other equity as at the date of transition and subsequently in the profit or loss for the year ended 31 March 2016.
Fair value changes with respect to investments in equity instruments designated as at FVOCI have been recognised in FVOCI equity instruments
reserve as at the date of transition and subsequently in the other comprehensive income.
(H in Crores)
Mutual funds and equity instruments (other than investments in Increase/(Decrease) Increase/(Decrease)
subsidiaries, associates and joint venture) : Balance Sheet Impact Total Comprehensive
Income Impact
As at As at For the year ended
April 1, 2015 March 31, 2016 31.03.2016
Investments (Current) 3.02 7.05
Investments (Non - Current) 77.03 87.50
Other Equity (Retained earnings) 0.88 (6.18)
Other Equity instruments at FVOCI) 79.17 100.74
Other income (Profit and loss) (7.06)
Other comprehensive income (net of tax) 17.44
Total 80.05 94.56 10.38
a. Investments in Government Securities - Under Ind AS, the Company has designated Government Securities (G-Sec) as fair value through
other comprehensive income (FVOCI). Accordingly, these investments are required to be measured at fair value. At the date of transition to
Ind AS, difference between the instrument’s fair value and Previous GAAP carrying amount has been recognised in other equity (Retained
earnings for interest income component and Debt instruments through Other Comprehensive Income for fair value change). Interest income
and fair value changes are recognised in the statement of profit and loss and other comprehensive income, respectively.
b. Under Ind AS, the Company has designated debenture, commercial papers, certificate of deposits and bonds at amortised cost. Difference
between the instrument’s amortised value and Previous GAAP carrying amount has been recognised in other equity and subsequently in the
statement of profit or loss.
(H in Crores)
Investments in Debt instruments Increase/(Decrease) Increase/(Decrease)
Balance Sheet Impact Total Comprehensive
Income Impact
As at As at For the year ended
April 1, 2015 March 31, 2016 31.03.2016
Investments (Current) (0.23) (0.60)
Investments (Non - Current) (4.05) (10.08)
Other Equity (Retained earnings) (0.06) 1.50
Other Debt instrument at FVOCI (4.22) (12.19)
Note 9: Revenue
Under Previous GAAP, revenue is recognised net of discounts and rebates. Under Ind AS, revenue is recognised at the fair value of the consideration
received or receivable, after the deduction of any incentive and any taxes or duties collected on behalf of the government such as services tax.
Incentives given to customers have been reclassified from ‘other expense’ under Previous GAAP and accordingly netted from revenue under Ind
AS amounting to H7.45 crs for the year ended March 31, 2016.
Note 50 :
In accordance with the relevant provisions of the Companies Act, 2013, the Company has long term contracts as of March 31, 2017 and March
31, 2016 for which there were no material forseeble losses. The Company did not have any derivative contracts as at March 31, 2017 and March
31, 2016.
Note 51 :
For the year ended March 31, 2017 and March 31, 2016, the Company is not required to transfer any amount into the Investor Education &
Protection Fund as required under relevant provisions of the Companies Act, 2013.
For Khandelwal Jain & Co. For and on behalf of the Board of Directors
Chartered Accountants
Firm's Registration no : 105049W
A PRODUCT | info@trisyscom.com
www.nseindia.com