NSE Annual REport
NSE Annual REport
NSE Annual REport
During this
Vision Purpose Values
To continue to be Committed to Integrity, customer-
period, NSE
a leader, establish improving the focused culture,
global presence financial well- passion for
and facilitate the being of people. excellence, trust,
provide a Logo
transaction
The new NSE identity is a fresh, modern and relevant new
identity, that truly reflects NSE’s strong legacy, future
exchange.
possibilities, and its ambitious new vision for India. The new
identity depicts growth with a modern representation of a
blooming flower. The multiple colours capture the multi-
It became
faceted nature of the business. The sharp edges indicate
technology, precision and efficiency. The shape also amplifies
NSE’s tradition of collaboration. The internal vectors depict
a synonym
NSE’s DNA of continuously pushing boundaries. While the
identity is new, our commitment to improving the financial
for trust.
wellbeing of people remains unchanged. Our aspiration is
aligned with India’s aspiration to become one of the largest
economies in the world.
Technology-driven Integrated
NSE launched electronic screen-based trading NSE has a fully-integrated business model
in 1994, derivatives trading (in the form of index comprising exchange listings, trading services,
futures) in 2000 and internet trading also in clearing and settlement services, indices,
2000, the first time in India. NSE’s pan-India, market data feeds, technology solutions
high-speed network is supported by around and financial education offerings. NSE also
1,95,000 terminals (count of terminals include oversees compliance by trading and clearing
all activated terminals by the Exchange and as members and listed companies with the rules
reported by the trading member for CM, FO, CD and regulations of SEBI and the exchange. NSE
and CO segments) as of March 31, 2019. delivers systemic reliability and performance
through a culture of technology innovation and
investment.
2018 2019 2017 2018 2016 2017 2015 2016 2014 2015
2007 2008 2005 2006 2004 2005 2001 2002 2000 2001
2013 2014 2012 2013 2011 2012 2010 2011 2009 2010 2008 2009
1999 2000 1998 1999 1997 1998 1995 1996 1993 1994 1992 1993
2014-15 2013-14
NSEIT Limited NSE Data & NSEIT (US) Inc. NSE Academy
(NSEIT) Analytics Limited (NSEIT US) Limited
A wholly-owned A wholly-owned A wholly-owned A wholly-owned
subsidiary of the NSE subsidiary of NSE subsidiary of NSEIT, subsidiary of NSE
Investments Limited, Investments Limited, it offers application, Investments Limited,
it is a turnkey provider it offers NSE’s trading assessment, and it offers educational
of innovative business data and a CTCL trading infrastructure and programmes in banking,
financial services,
solutions. platform security services,
financial markets and
among others.
financial literacy.
NSE IFSC Limited NSE IFSC Clearing NSE Foundation Aujas Networks
(NSE IFSC) Corporation A subsidiary formed Private Limited
A wholly-owned Limited by NSE with other ‘NSEIT’, a step-down
subsidiary of NSE, it A wholly-owned seven subsidiaries, it is subsidiary of NSE,
provides a platform for subsidiary of NSE engaged in undertaking acquired a 95.39% stake
trading securities in Clearing Limited, it CSR activities of NSE in Aujas Networks Private
IFSC. provides clearing and Group. Limited (Aujas). It provides
settlement services in information security
IFSC. consulting and IT risk
management services.
Cash market IPO, Institutional Placement Program, Proprietary, retail and institutional
Mutual Funds, Soverign Gold Bonds, ETFs, participants (domestic and foreign)
Listed Companies, OFS, Securities Lending
& Borrowing Scheme, SME Platform (less
than H25 Crores market capitalisation),
Infrastructure Investment Trust (InvITs),
Corporate Bonds, Government Securities,
IGP (Innovators Growth Platform) and REITS
Debt market Products: Wholesale Market, Corporate Proprietary, retail and institutional
Bond, Tri Party Repo, Non Competitive participants (domestic and foreign)
Bidding - Government Securities and
Treasury Bills and Electronic Bidding
Platform and CBRICS
Trading data Products: NSE’s online real-time data feed, Data vendors, researchers, TV channels,
15-minute-delayed, 5-minute, 2-minute financial websites, software and
and 1-minute snapshot, EOD data, historical algorithm developers
trades and orders and corporate data
Services: Providing data feeds
Index services Products: Equity Index- NIFTY 50, NIFTY AMCs, ETF issuers, insurer, NBFCs,
100, NIFTY bank indices and debt indices, investment banks, stock exchanges
among others. and AIFs
Services: Index IP licensing and
customised index solution
1,49,34,227
11,623.90
79,49,002
1,40,44,152
1,931
1,931
72,34,827
1,817
1,808
10,113.7
1,19,78,421
9,173.75
7,738.4
50,55,913
93,10,471
42,36,983
2016 2017 2018 2019 2016 2017 2018 2019 2016 2017 2018 2019 2016 2017 2018 2019
2,576.21
20.20
34.51
3,032.56
2,197.04
29.52
17.25
2,680.66
26.39
14.75
1,774.64
1,729.44
2,359.17
22.80
7.30
2016 2017 2018 2019 2016 2017 2018 2019 2016 2017 2018 2019 2016 2017 2018 2019
Low
transparency
Limited
Low
market
reach
segments
01
08 02
Information
07 Pre- 03 Weak risk
1994
scarcity management
06 04
Event-based
05 Long and
uncertain
surveillance Clearing &
Settlement
Cycles
Physical
share
certificates
Post-
segments viz.
F&O, Currency Real-time risk
& IRF, SLB, SME 08 03
1994
management
and Commodity
segments
(with
emergence
07 of NSE) 04
Guaranteed
Abundance of T+2 Clearing
information 06 05 & Settlement
Cycles
Real-time
online and Full de-
offline materialisation
surveillance
Mr. Vikram Limaye is the worked on Wall Street in USA government delegations for
Managing Director and CEO of for 8 years with Credit Suisse infrastructure and foreign direct
your Company. First Boston in a variety of roles investments into India. Currently
in investment banking, capital he is the Chairman of the
Prior to joining NSE, he was
markets, structured finance and Working Committee of the World
the Managing Director & CEO
credit portfolio management Federation of Exchanges (WFE)
of IDFC Limited, a diversified
before returning to Mumbai, and also a member of the Board
financial services conglomerate.
India in 2004. of Directors of WFE.
He started his professional
career with Arthur Andersen in He has contributed to various He completed his Bachelors
Mumbai in 1987 while pursuing committees of government in Commerce from HR College
his Chartered Accountancy and and industry associations on of Commerce & Economics,
worked in the audit and business a range of topics surrounding Chartered Accountancy
advisory services groups of infrastructure, economic policy, and a MBA in Finance and
Arthur Andersen, Ernst & Young markets, trade, minority affairs Multinational Management
and the consumer banking group etc. He has been a speaker from the Wharton School of the
of Citibank before going to the at various domestic and University of Pennsylvania, USA.
US in 1994 to pursue a MBA. international conferences and
After completing his MBA, he has been part of international
Mr. Naved Masood is a Public and Disaster Management. He the Ministry of Corporate Affairs
Interest Director of your was an Indian Administrative and member on the Board of
Company. He holds an Honours Service Officer and held various SEBI. He has been associated
degree in law from Aligarh posts in the Government with your Company since July
Muslim University. He has 38 of India, including, Special 13, 2016.
years of experience in public Secretary and Financial Advisor
service and diverse fields, in the Ministry of Health and
including Company Law, Finance Family Welfare, the Secretary in
Mr. T.V. Mohandas Pai is a He has served on the Board and later a member of its Board
Public Interest Director of your of SEBI and is currently the of Directors. He co-founded
Company. He is a member Chairman of SEBI Primary the Akshaya Patra Foundation,
of the Institute of Chartered Markets Advisory Committee Bangalore, in 2001, which runs
Accountants of India. Mr. Pai is and Financial and Regulatory the world’s largest midday meal
the chairman of Manipal Global Technologies Committee. program. He was awarded the
Education Services Private Previously, he worked at Infosys Padma Shri in 2015. He has
Limited. He co-founded AARIN Limited from 1994 to 2011, and been associated with NSE since
Capital, a venture capital fund. was its Chief Financial Officer July 13, 2016.
Mr. Dinesh Kanabar is a Officer of KPMG in India. He with PwC. He is a member of the
Public Interest Director of your also served as Chairman of National Committee of FICCI
Company. He is a member KPMG’s tax practice. Before and the Chairman of its Taxation
of the Institute of Chartered joining KPMG, he served as Committee. He has worked
Accountants of India. Mr. the Deputy CEO of RSM & Co, with the Government on several
Kanabar is the Chief Executive a leading tax boutique in India policy committees, including tax
Officer of Dhruva Advisors LLP. and subsequently led the tax reforms. He has been associated
He possesses experience in and regulatory practice of with NSE since July 13, 2016.
taxation matters. Previously, he PricewaterhouseCoopers (PwC)
was the Deputy Chief Executive upon the merger of RSM & Co
Ms. Sunita Sharma is a the Life Insurance Corporation of Central Office. She has been a
Shareholder Director of your India where she was in different Non-Executive Director at Larsen
Company. She was Managing departments including housing & Toubro Limited since April
Director and Executive Director finance and accounts. She has 1, 2015. She holds a Master’s
of Life Insurance Corporation of vast Experience in Insurance Degree in Science from the
India from April 2017 to March and Housing Finance. She has University of Delhi, New Delhi.
2019. She served as Managing served in various positions at Life She has been associated with
Director, Chief Executive Officer Insurance Corporation of India NSE since October 19, 2016.
and Executive Director of LIC such as Secretary (Personnel
Housing Finance Limited from and Industrial Relations), as
November 5, 2013 until April an Executive Director of P&GS
11, 2017. She has worked with and as its Chief of Personnel of
Mr. Abhay Havaldar is a was associated with General capitalist and growth investor.
Shareholder Director of your Atlantic, a global growth equity He is also a Board member of
Company. He holds a Bachelor’s firm as an Advisory Director. He the Society for Innovation and
degree in Electrical Engineering was instrumental in establishing Entrepreneurship (SINE). He
from the Mumbai University General Atlantic’s India Office. has been associated with your
and a Master’s degree in He possesses a rich experience Company since June 13, 2012.
management from the London of investing in the Indian
Business School. Previously, he markets, including as a venture
NSE Chairman delivering the welcome speech: NSE Silver Jubilee Celebrations in Delhi on 8th August 2018
Dr Manmohan Singh, the then Finance Minister lighting Unveiling NSE Coffee Table Book to commemorate
up the auspicious lamp NSE’s Silver Jubilee year
Cake cutting ceremony with employees during Vikram Limaye, MD & CEO, NSE felicitating Mr. Abdel Bizid, Head
NSE’s Annual Day of iShares Product during NSE India ETF Conference
NSE Market Achiever 2018, MD & CEO handing over Cross section of NSE Members attending NSE Market
trophies to the winners Achievers 2018 ceremony
NSE Members attending the Silver Jubilee celebrations ANMI Members handing over a trophy to NSE team to
held at Regional offices commemorate NSE’s Silver Jubilee Year
Global economic activity after an bias for the subsequent years. Global
intermittent expansion in the year growth could potentially drop further
2017 began to signal a weakening in the near-term due to events, like
trend towards the second half of 2018. an escalation in the ongoing trade
This trend began in the Eurozone war, a no-deal Brexit, and incremental
and then spread across most of the weakness in economic data across
developed world except the United many countries.
States, weighed down by the rising
While it is believed that the advanced
trade tensions between the US and
economies have driven the decline
China, sluggish economic performance
in global growth projections for the
of some of the major countries in
medium term, the current slowdown in
Europe and Asia and the resultant
emerging and developing economies
overall weakening of financial market
including India is believed to be more
sentiments. According to the yearly
of a temporary phenomenon.
IMF’s World Economic Outlook
forecast, the global growth rate for
2018 has been lowered to 3.6%
(from earlier 3.7%) with a downward
Financials
The financial statements have been Section 133 of the Companies Act and other relevant provisions of
prepared in compliance with the 2013 (the Act) [Companies (Indian the Companies Act 2013 (the Act).
requirements of the Companies Accounting Standards) Rules, 2015], Consolidated Financial statements
Act, 2013 and Indian Accounting Companies (Indian Accounting have also been presented in this
Standards (Ind AS) notified under Standards) Amendment Rules, 2016 Annual Report.
Expenditure
IT and telecom expenses: During Clearing Corporation Limited), a wholly initiatives to follow best practices
FY2018-19, total IT and telecom owned subsidiary of the Exchange, in HR and benchmark with other
expenses (includes Repair & carries out the clearing and settlement organisations. During FY2018-19,
maintenance – trading & computer of the trades executed in the CM, F&O the Company took a number of HR
system, IT Management & Consultancy and CD segments. Consequent to the initiatives in the areas of employee
charges, Software expenses, Leased increase in income from transaction development and training as well as
line charges, web trading related charges, the clearing and settlement various staff welfare measures. During
expenses and Network infrastructure charges for FY2018-19 paid to NCL 2018-19, employee related expenses
management charges) were H204.31 increased by around 16% i.e. from stood at H170.12 crores, which was
crores compared to H222.03 crores for H120.65 crores in FY2017-18 to H109.24 crores for FY2017-18 as
FY2017-18. H139.67 crores in FY2018-19. headcount has gone up from 497
employees to 888 employees because
Other expenses: During FY2018- Employee cost: The exchange
342 employees of NSE Infotech were
19, Other expenses increased by values its human capital. To continue
absorbed on the rolls of NSE w.e.f.
around 10.59% from H319.39 crores to provide best-in-class services
June 01, 2018.
for FY2017-18 to H353.21 crores for to its members and other market
FY2018-19. participants, it remained essential Depreciation: Depreciation increased
for the Company to attract and retain by around 3% from H114.70 crores
Clearing and settlement charges:
the best talent. In this direction, the for FY2017-18 to H118.07 crores for
NSE Clearing Limited (NCL) (formerly
Company continued to take various FY2018-19.
known as National Securities and
Other Information
Source: FIA rankings based on number of contracts traded and/ or cleared between Jan 18 -Dec 18
https://fia.org/articles/fia-releases-annual-trading-statistics-showing-record-etd-volume-2018
The details of the top 5 exchanges trading single stock futures are given in Table 2 below:
NSE also granted additional segment membership to 14 members during the Financial Year 2018-19.
The following Table 10 shows the membership details for the Financial Year 2018-19:
Table 10
Category CM F&O CD Debt Composite Total
Segment Segment Segment Segment membership (CM, Members*
F&O, CDS and Debt)*
SEBI registered trading 31 28 16 3
members
Members registered in 2 3 6 3
additional segments 1301 1464
Registered Sub-brokers# Nil Nil Nil Nil
Authorised persons* 94014 76917 23676 Nil
Surrender of membership 36 36 29 4
As on March 31, 2019, the number of listed companies available for trading was 1884 compared to 1758 at the end of March 31,
2018.
800000 40000
38000
700000
36000
600000
34000
500000
Traded Value (Rs. in Crs.)
32000
400000 30000
28000
300000
26000
200000
24000
100000
22000
0 20000
8
18
9
18
18
8
18
9
19
18
8
l-1
-1
-1
-1
-1
-1
r-
g-
c-
p-
b-
n-
n
v
ar
ay
Ju
Oc
Ap
No
De
Au
Ja
Se
Fe
Ju
M
M
2018-19
19
18
18
18
18
18
8
18
9
18
19
l-1
-1
-1
n-
r-
n-
t-
g-
v-
c-
p-
b-
ay
ar
Ju
Oc
Ap
No
De
Au
Ja
Ju
Se
Fe
M
M
2018-19
19000000
17000000
MCAP (Rs. Crs.)
15000000
13000000
11000000
9000000
7000000
18
18
19
9
18
18
8
18
18
8
19
-1
1
l-1
-1
g-
c-
b-
n-
p-
r-
t-
v-
n-
ar
ay
Ju
Oc
Ap
No
De
Au
Ju
Fe
Se
Ja
M
M
2018-19
29.71%
30% 29.22%
25%
21.39%
20% 18.63%
14.44%
15% 13.16%
12.42% 12.60%
11.42%
5% 3.29%
0%
Upto 10 lakh >10 to 50 lakh >50 lakh to 1 cr. >1 cr to 5 cr. >5 cr. To 10 cr. >10 cr. To 50 cr. Above 50crs
1.6.4 New Developments during the year March 2019 - Trading in Real Estate Investment Trusts (REITs).
In the year 2018-19, various new developments have been The Exchange introduced units of Real Estate Investment
initiated by NSE. The details of the same are given below:- Trusts (REITs) for trading in the Capital Market Segment.
April 2018 - Reference Price for Block Deal Window Mechanism NEW DEVELOPMENTS IN LISTING
The Exchange had revised the computation of reference price I. Introduction of Robotics Process Automation
for Afternoon Block Deal Window (Second session- 02:05 PM NSE had introduced Robotics Process Automation (RPA)
to 2:20 PM). in certain processes within the Regulatory function. This
was done with an aim to automate various steps involved in
October 2018 - NEAT Corporate Manager Password reset and certain processes to reduce the time involved and enhance
unlocking request through ENIT the efficiency of these processes. RPA aids the processing
The Exchange had issued a circular informing members to by completing complex activities in minimal time and
submit a request for unlocking along with password reset removing the possibility of manual errors.
of NEAT Corporate Manager Id for CM, FO, CDS, SLB and CO
II. E-filing and Online status update
Segment through ENIT for faster processing and online tracking.
NSE had introduced e-filing for entire IPO cycle viz. from
December 2018 - Trading in Government Securities (G-SEC) in filing of Draft Red Hearing Prospectus to availability of
Capital Market security for trading on Exchange platform. At each stage,
The Exchange had introduced trading in Government Securities the paperless filing is aimed to ease the process for the
(G-SEC) in Capital Market Segment w.ef. December 17, 2018. issuers. The process earlier required the presence of
issuer, Merchant bankers and Registrar in the Exchange
January 2019 - Operating ranges applicable to No Price Band premises for completing the activity of Basis of allotment.
Securities With the system support now all these entities can access
The Exchange had issued circular regarding review of the Exchange system from their own locations.
mechanism for relaxation of the operating ranges applicable to The issuers also have a facility to track the status of their
securities for which derivative products are available. application online. A similar facility was already being
Table 12
Category Total Date of Record
Index Futures Traded Value (C Crs.) 58,105.67 29-Sep-2016
Stock Futures Traded Value (C Crs.) 1,95,433.08 25-Jan-2018
Index Options Premium Traded Value (C Crs.) 6,443.05 06-Feb-2018
Stock Options Traded Value (C Crs.) 1,492.43 01-Feb-2019
It may be observed that during 2018-19, a new record was set in Stock options.
1.7.2 (a) Basic Statistics of the F&O segment:
Table 13
Particulars Apr 18 to Jul 18 to Oct 18 to Jan 19 to 2018-19 2017-18 %
Jun 18 Sep 18 Dec 18 Mar 19 Change
Daily Average Traded Value 89,281 99,292 92,237 83,431 90,924 85,434 6.43
(C in crores)
Daily Average Number of 91,69,279 1,03,54,902 1,51,84,681 1,64,52,484 1,27,61,300 77,79,994 64.03
Contracts
Open Interest (C in crores) 3,93,776.51 3,96,073.38 3,46,772.56 3,45,837.86 4,58,649.32 3,74,882.84 22.34
End of day averages
Figure 5
Equity Derivatives -
Product wise turnover contribution (%)
3%
1%
25%
71%
Table 14
FY Institutional Non Institutional Non Proprietary
Proprietary
2017-2018 21% 53% 26%
2018-2019 26% 48% 26%
1.7.5 Comparative analysis of the Traded Value in the F&O segment with the Cash segment:
Figure 6
0 0.0
Jul-18
Oct-18
Apr-18
Feb-19
Sep-18
Dec-18
Mar-19
Aug-18
Jun-18
Jan-19
Nov-18
May-18
The ratio of F&O segment turnover (premium value is considered in case of Options) to cash segment turnover was
2.84 times for the year 2018-19 as compared to 2.90 times for the year 2017-18.
Table 15
Category Product Apr 18 to Jul 18 to Oct 18 to Jan 19 to 2018-19 2017-18 % Change
Jun 18 Sep 18 Dec 18 Mar 19
Stock Futures 9,65,902 10,66,208 10,93,756 9,99,327 10,30,379 8,73,001 18.03
Daily Average No. Index Futures 2,36,997 2,39,202 3,49,027 3,02,818 2,81,550 2,34,450 20.09
of Contracts Stock Options 6,51,983 7,92,654 7,32,057 8,42,778 7,53,978 5,13,867 46.73
Index Options 73,14,397 82,56,837 1,30,09,840 1,43,07,560 1,06,95,393 61,58,676 73.66
Stock Futures 1,28,448 1,28,045 1,07,591 1,12,720 1,19,287 1,13,187 5.39
Average OI Value Index Futures 33,647 37,166 29,320 31,400 32,887 30,935 6.31
(H in crores) Stock Options 35,179 39,807 31,252 33,703 34,982 33,557 4.25
Index Options 1,80,246 1,74,031 1,62,676 1,52,483 1,67,455 1,82,534 -8.26
Average Number Stock Futures 19,23,805 18,61,364 18,57,576 18,93,999 18,84,705 16,43,287 14.69
of OI (No. of Index Futures 4,01,997 4,25,198 3,88,403 4,14,035 4,07,369 3,92,434 3.81
contracts) Stock Options 5,26,418 5,72,204 5,53,387 5,86,774 5,59,402 4,70,939 18.78
Index Options 21,30,329 19,37,209 22,21,269 20,87,035 20,94,373 23,07,118 -9.22
Number of trading days 64 61 61 62 248 246
Futures: Options:
Figure 7 Figure 8
Futures Traded Value (Rs. in Crs.)
Others 67% Others
Nifty
BankNifty
YES BANK
11%
1.31%
BANKNIFTY
40%
RELIANCE
RELIANCE
1.80%
ICICIBANK
2%
SBIN 2%
NIFTY
37%
NIFTY BANKNIFTY RELIANCE ICICIBANK SBIN Others BANKNIFTY NIFTY RELIANCE YESBANK SBIN Others
July 2018 - Review of Adjustment of Corporate Actions for The daily average number of contracts increased by 52.87%
Stock Options in 2018-19 and stood at 4832194 contracts as compared to
The Exchange has reviewed the adjustment of corporate actions 3161007 contracts traded in 2017-18.
as per the guidelines by SEBI. The daily average open interest increased by 10.33% in 2018-19
as compared to what was observed last year during 2017-18.
October 2018 - NEAT Corporate Manager Password reset and
unlocking request through ENIT The total number of members enabled in the currency
The Exchange has issued a circular informing members to derivative segment has declined to 582 for the year 2018-19
submit request for unlocking along with password reset of NEAT as compared to 586 for the year 2017-18.
Corporate Manager Id for CM, FO, CDS, SLB and CO Segment Currency Futures: Average daily turnover in Currency futures
through ENIT for faster processing and online tracking. for the financial year 2018-19 increased by 74.99% and stood
at C18769.87 crores as compared to C10725.97 crores seen
January 2019 - Physical settlement of stock derivatives
in 2017-18. Futures trading constituted 54.65% of the total
The Exchange has reviewed the physical settlement mechanism turnover in the segment. USD-INR currency pair was the most
as per the guidelines by SEBI. traded futures contracts. The average market share of NSE in
currency futures stood at 59.21% in 2018-19.
January 2019 - Trade Execution Range in F&O Segment
The Exchange has revised the Trade Execution Range in F&O Currency Options: Average daily turnover in currency options
Segment which is applicable from January 14, 2019. increased by 54.96% in 2018-19 at C15,578.32 crores
compared to C10,052.96 crores observed during 2017-18.
January 2019 - New ENIT - Pro Trading Module The average market share of NSE in currency options stood at
The Exchange has revamped the existing ENIT Pro Trading 48.24% in 2018-19.
module w.e.f. January 25, 2019.
Interest Rate Futures: Average daily turnover in Interest Rate
February 2019 - Introduction of Weekly Options Contracts on Futures for the financial year 2018-19 decreased by 25.45%
NIFTY 50 Index and stood at C989.55 crores as compared to C1327.31 crores
in 2017-18. The daily average open interest decreased by
The Exchange has introduced Weekly options contracts on
30.67% and stood at 81670 contracts as compared to 1,17,799
NIFTY 50 Index in Future & Options segment w.e.f. February
contracts in the previous year.
11, 2019.
Currency Derivatives
35,000 120
25,000
80
20,000
60
15,000
40
10,000
5,000 20
- -
Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19 Feb-19 Mar-19
Currency Futures ADV (Rs Crores) Currency Options ADV (Rs Crores)
NEW DEVELOPMENTS DURING THE YEAR of corporate bonds an ideal platform to buy and sell at optimum
In the year 2018-19, various new developments have been prices and help Corporates to get adequate demand, when they
initiated by NSE. The details of the same are given below:- are issuing the bonds.
October 2018 - NEAT Corporate Manager Password reset and In its endeavour to centralize trading in all debt instruments into
unlocking request through ENIT a single platform, the Exchange introduced a new web-based
The Exchange has issued a circular informing members to negotiated reporting platform for reporting of all the deals in
submit a request for unlocking along with password reset debt instruments by trading members with effect from July 01,
of NEAT Corporate Manager Id for CM, FO, CDS, SLB and CO 2015 in Debt segment. The Exchange has closed WDM from
Segment through ENIT for faster processing and online tracking. July 03, 2015 and merged with New Debt Segment. In 2016,
NEATPLUS Debt had been discontinued w.e.f. November 28,
December 2018 - Introduction of Weekly Options contracts on 2016 and same was migrated to Web Based New Debt Market
USDINR (NDM) platform.
The Exchange introduced Weekly Options contracts on USDINR
Debt segment consists of negotiated trade reporting platform
in Currency Derivatives segment w.e.f. December 03, 2018.
and order matching platform.
1.9 DEBT MARKET SEGMENT
The turnover on Debt segment decreased in the financial year
NSE launched the first dedicated Debt Platform on May 13, 2013.
2018-2019. The turnover decreased to C3,53,684.35 crores
The Debt segment provided an opportunity for retail investors to
in 2018-19 from C517,889.41crores in 2017-18 registering a
invest in corporate bonds on a liquid and transparent exchange
decrease of 31.70%. The average daily turnover decreased to
platform. The segment has helped Institutions who are holders
C1461.40 crores in 2018-19 from C2,148.92 crores in 2017-18.
Figure 10
0
10000
20000
30000
40000
50000
60000
70000
80000
90000
100000
110000
120000
130000
140000
150000
160000
170000
10000
20000
30000
40000
50000
Jun-94
0
Oct-94
Feb-95
Ap
Jun-95
Oct-95
r-1
8
Feb-96
Jun-96
Oct-96
M
Feb-97
ay
Jun-97
-1
Oct-97
8
Feb-98
Jun-98
Oct-98
Feb-99
Ju
Jun-99
n-
Oct-99
18
Feb-00
Jun-00
Oct-00
Ju
Feb-01
Jun-01
l-1
8
Oct-01
Feb-02
Jun-02
Oct-02
Au
g
Feb-03
-1
Jun-03
8
Oct-03
Feb-04
Jun-04
Se
Oct-04
p-
Feb-05
Jun-05
18
Oct-05
Feb-06
Jun-06
Month
Oc
Oct-06
Feb-07
t-1
Jun-07
8
Month
Oct-07
Feb-08
Jun-08 No
v
Oct-08
The business growth on the Debt segment of NSE is presented in Figure 11.
-1
Jun-09
Oct-09
Feb-10
De
Jun-10
c
Oct-10
-1
8
Feb-11
Jun-11
Oct-11
Feb-12
Ja
Jun-12
n-
Turnover in Debt segment for FY 2018-2019
Oct-12
19
Feb-13
Jun-13
Oct-13
Fe
Feb-14
b-
Jun-14
Oct-14
19
Feb-15
Jun-15
Oct-15
M
Feb-16
ar
Jun-16
-1
9
Oct-16
Feb-17
Jun-17
Oct-17
0
Feb-18
Jun-18
500
1000
1500
2000
2500
3000
3500
4000
Oct-18
Feb-19
0
Average daily value (Rs. Cr.)
500
1000
1500
2000
2500
3000
3500
4000
4500
5000
5500
6000
6500
7000
Bank Bonds
State Loans
31.44%
Others T-Bills
20.90% 6.41%
185000 24000
170000
20000
Average daily Value (Rs crore)
155000
Traded Value (Rs. Crore)
140000 16000
125000
12000
110000
95000 8000
80000
4000
65000
50000 0
Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19 Feb-19 Mar-19
Month
On December 17, 2018, NSE introduced trading in Government As directed by SEBI under enhanced supervision of trading members,
Securities (G-Sec) in the Capital Market Segment of the Exchange. trading members upload the funds and securities balances of their
Earlier during the year, NSE had introduced a facility for non-competitive clients at the end of every month. These balances are sent to the
In addition to adding new clients, NSEIT continues to provide 4.9.6 NSE Data & Analytics Limited (formerly known as DotEx
International Limited)
delivery excellence by implementing innovative solutions for its
NSE Data & Analytics Limited (NSE Data), a step-down
existing clients like Tea Board, RBL, NSE, NCDEX, NSDL, Citibank,
subsidiary of NSE, carries on the following businesses:
BNP, BOA, Julius Baer. Significant inroads have also been made
in the insurance sector with customers like TATA AIA, Bharti Axa, • Infofeed - Dissemination of NSE’s trading data.
HDFC Ergo, Cigna, Edelweiss Tokio Life, Future Generali, Liberty
• Neat on Web (NOW) - Shared CTCL platform for the trading
Videocon, Reliance General, Reliance Life, SBI Life. members across exchange segments.
To power NSEIT’s growth and to attain leadership in this space, • Know Your Customer (KYC) Registration Agency (KRA).
the Digital Examination Business Unit has been re-branded
• Managed Service Provider for Central KYC Registry (CKYCR)
as ‘DeX’. NSEIT’s growth in the Online Examination space
to Central Registry of Securitisation Asset Reconstruction
continued at a good pace, with a growth of 44% from the
and Security Interest of India (CERSAI).
previous year. It is now among the top 2 players in the Online
Examination Industry. NSEIT successfully conducted its largest The paid-up share capital of NSE Data as on March 31, 2019
and most challenging Examination for 73.35 lakhs candidates stood at C9 crores comprising of 90 lakh equity shares of C10
for the Railway Protection Force (RPF), Odisha Recruitment each.
drive across all States and Union Territories in India. The huge During the FY 2018-19, NSE Data on-boarded a number of new
drive was conducted across 37 continuous days, 109 sessions, clients in India as well as international markets. Implementation
from 19th Dec 2018 to 19th Feb 2019 across 780 test venues. of non-display policy was again a focus area for the year and
250 Question Paper sets, in 16 regional languages were a number of new clients signed up under non-display policy
developed. The team conducted 2 Lakh+ candidate Exams during the year. As on March 31, 2019, 3,077 entities have
each day, for 27 days. gone live and have uploaded 10.13 crore KYC records on
CKYCR. There has been a surge in the volume of records with
During the year under review, the Company had made an 7.2 BOARD AND COMMITTEES
application to SEBI as prescribed under SECC Regulations, for Seven meetings of the Board were held during the year. For
seeking approval for the extension of the nomination of Ms. details of the meeting of the Board, please refer to the Corporate
Dharmishta Raval for a further period of 3 years with effect Governance Report, which forms part of this report.
from February 5, 2019. The approval from SEBI is awaited. Ms.
Details of the composition of Committees of the Board, meetings
Dharmishta Raval continues to hold the post of Public Interest
held, attendance of the Directors at such Meetings and other
Director in terms of SECC Regulations.
relevant details are given in the Corporate Governance Report
In terms of Section 152 of the Companies Act, 2013, Mr. Prakash forming part of this Report.
Parthasarathy, Shareholder Director retired by rotation and
Re-constitution of various SEBI mandated committees
was re-appointed as a Director under “Shareholder Director”
During the year,SEBI had rationalized constitution of regulatory
category at the 26th Annual General Meeting (AGM) held on
committees from 16 to 7. Accordingly, in terms of SECC
August 3, 2018 subject to the approval of SEBI. Subsequently,
Regulations, 2018, the SEBI mandated Committees are as
SEBI approved his re-appointment as a “Shareholder Director”
under which have been appropriately constituted:
vide its letter dated August 24, 2018.
a) Functional Committees:
In terms of Section 152 of the Companies Act, 2013, Ms. Sunita
i) Member selection committee
Sharma retires by rotation at the ensuing AGM and is eligible
ii) Investor grievance redressal committee
for re-appointment subject to the approval of SEBI. Notice from
iii) Nomination and remuneration committee
LIC, a shareholder, proposing the nomination of Ms. Sunita
Sharma as a Shareholder Director on the Board of NSE has been b) Oversight committee:
received. i) Standing committee on technology
ii) Advisory committee
The Board recommends the re-appointment of Ms. Sunita
iii) Regulatory oversight committee
Sharma as Director of your Company to the Shareholders at
iv) Risk management committee
the forthcoming AGM of your Company, subject to the approval
7.3 DECLARATION BY INDEPENDENT DIRECTORS
of SEBI. A brief profile of Ms. Sunita Sharma seeking re-
As per SECC Regulations, SEBI has the power to nominate PID
appointment has been provided in the notice of the AGM.
on the Board of Exchanges. PID means an Independent Director,
The composition of the Board is in conformity with the representing the interests of investors in the securities market
Companies Act, 2013 and SECC Regulations, enjoining and who is not having any association, directly or indirectly,
specified combination of Executive, Non-Executive and Public which is in conflict with his role. PID have a fixed tenure and the
Interest Directors with at least one Women Director. approval of shareholders is not necessary.
Pursuant to Section 203 of the Companies Act, 2013, the Key In terms of SECC Regulations, SEBI had nominated Mr. Dinesh
Managerial Personnel of your Company are Mr. Vikram Limaye, Kanabar, Mr. T.V. Mohandas Pai, Ms. Dharmishta Raval and Mr.
Managing Director & CEO, Mr. Yatrik Vin, Chief Financial Officer Naved Masood as Public Interest Directors. They have given
(CFO) and Mr. S. Madhavan, Company Secretary. declaration of independence as required under the applicable
laws as well as confirmation that he/ she is not aware of any
Pursuant to SECC Regulations, the Key Management Personnel
circumstance or situation, which exist or may be reasonably
of your Company as of March 31, 2019 are Mr. Vikram
anticipated, that could impair or impact his / her ability to
Limaye, Managing Director & CEO, Mr. J Ravichandran - Group
discharge his / her duties with an objective independent
President, Mr Yatrik Vin, CFO, Mr. Ravi Varanasi – Chief Business
judgement and without any external influence.
Form for disclosure of particulars of contracts/arrangement 2. Details of material contracts or arrangement or transactions
entered into by the Company with related parties referred to at arm’s length basis
in sub-section (1) of Section 188 of the Companies Act, 2013
In terms of policy on Related Party Transactions of the
including certain arm’s length transactions under third proviso
Company, transactions, whether individually or taken
thereto
together with previous transactions with a related party
1. Details of contracts or arrangements or transactions not at during a financial year, where exceeds ten per cent of the
arm’s length basis: annual consolidated turnover of the Company as per the last
audited financial statements of the Company are considered
(a) Name(s) of the related party and nature of relationship:
as material related party transactions. Accordingly, the
N.A.
following information is furnished.
(b) Nature of contracts/arrangements/transactions : N.A.
(a) Name(s) of the related party and nature of relationship
(c) Duration of the contracts / arrangements/transactions: Please see Annexure to AOC -2
N.A.
(b) Nature of contracts/arrangements/transactions
(d) Salient terms of the contracts or arrangements or Please see Annexure to AOC -2
transactions including the value, if any: N.A.
(c) Duration of the contracts / arrangements/transactions
(e) Justification for entering into such contracts or On-going transaction (Continuous)
arrangements or transactions: N.A.
(d) Salient terms of the contracts or arrangements or
(f) date(s) of approval by the Board: N.A. transactions including the value, if any:
(g) Amount paid as advances, if any: N.A. Please see Annexure to AOC -2
(h) Date on which the special resolution was passed in (e) Date(s) of approval by the Board, if any:
general meeting as required under first proviso to The transactions are on arms’ length basis and in
section 188 of the Companies Act, 2013: N.A. ordinary course of business and so the approval of the
Board for this purpose is not required.
(f) Amount paid as advances, if any: Nil
(b) Details of transactions (including service tax / GST wherever levied) with related parties are as follows :
(H in Crores)
Name of the Related Party Nature of Transactions Year ended Year ended
31.03.2019 31.03.2018
NSE Clearing Limited (formerly Usage charges received 20.01 18.85
known as National Securities Space and Infrastructure usage charges received 10.74 5.51
Clearing Corporation Limited) Reimbursement received for expenses on staff on deputation 9.50 1.51
Reimbursement received for other expenses incurred 37.32 40.02
Reimbursement paid for CAMS Charges 0.91 0.81
Dividend received 36.00 72.00
Clearing and Settlement charges paid 164.81 141.70
Investment in Equity Share Capital 5.64 5.64
Closing balance (Credit)/Debit 9.20 (8.96)
Sr. Name and Description of main products/services NIC Code of the Product / % to total turnover of the
No. service company
1 Recognised stock exchange providing financial 9971 80.91%
market operational services
2 NSE Investments Limited (formerly known as U65999MH2013PLC240078 Subsidiary 100% 2(87) (ii)
NSE Strategic Investment Corporation Limited) Company
Exchange Plaza, Plot C-1, Block ‘G’, Bandra-
Kurla Complex, Bandra East Mumbai - 400051
IV. SHARE HOLDING PATTERN (Equity Share Capital Break-up as percentage of Total Equity)
I) CATEGORY-WISE SHARE HOLDING
Category of Shareholders No. of Shares held at the beginning of No. of Shares held at the end of the % Change
the year (As on 01.04.2018) year (As on 31.03.2019) during the
Demat Total % of Total Demat Total % of year
Shares Total
Shares
A. PUBLIC SHAREHOLDING
(1) Institutions
a) Mutual Funds - - - - - - -
b) Banks/FI 5,85,46,590 5,85,46,590 11.83 4,94,10,093 4,94,10,093 9.98 -1.85
c) Central Govt. - - - - - - -
d) State Govt.(s) - - - - - - -
e) Venture Capital Funds 2,14,10,269 2,14,10,269 4.33 2,37,43,292 2,37,43,292 4.80 0.47
f) Insurance Companies 8,30,33,500 8,30,33,500 16.77 8,35,88,500 8,35,88,500 16.89 0.12
g) FPI 6,59,21,922 6,59,21,922 13.32 6,38,09,422 6,38,09,422 12.89 -0.43
h) Foreign Venture Capital Funds - - - - - - -
i) Others (specify) Foreign 17,65,23,783 17,65,23,783 35.66 17,81,06,863 17,81,06,863 35.98 0.32
Direct Investments
Sub-total(A)(1): 40,54,36,064 40,54,36,064 81.91 39,86,58,170 39,86,58,170 80.54 -1.37
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payments- Nil
Secured Loans Unsecured Loans Deposits Total
excluding Indebtedness
deposits (H in Crores)
Indebtedness at the beginning of the financial year N.A N.A N.A N.A
i) Principal Amount N.A N.A N.A N.A
ii) Interest due but not paid N.A N.A N.A N.A
iii) Interest accrued but not due N.A N.A N.A N.A
Total (i+ii+iii) N.A N.A N.A N.A
Change in Indebtedness during the financial year N.A N.A N.A N.A
* Addition N.A N.A N.A N.A
* Reduction N.A N.A N.A N.A
Net Change N.A N.A N.A N.A
Indebtedness at the end of the financial year N.A N.A N.A N.A
i) Principal Amount N.A N.A N.A N.A
ii) Interest due but not paid N.A N.A N.A N.A
iii) Interest accrued but not due N.A N.A N.A N.A
Total (i+ii+iii) N.A N.A N.A N.A
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 7.85
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 0.01
(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 -
2 Stock Option -
3 Sweat Equity -
4 Commission -
- as % of profit -
- others, specify… -
5 Others, please specify (contribution to PF and other fund. Exempted allowances, tax paid by 0.24
employer, withheld variable pay)
Total (A) 8.10
Ceiling as per the Act-5% 89.25
Ceiling as per the Act-11% 196.35
*Mr. Ashok Chawla ceased to be the Public Interest Director / Chairman of the Board with effect from January 11, 2019.
**Ms. Anshula Kant ceased to be the Shareholder Director with effect from 28th September 2018.
(x) The term “Senior Management” means officers / personnel (vi) ability to work individually as well as a member of the Board
of the company who are members of its core management and with the senior management;
team excluding Board of Directors comprising all members
(vii) influential communicator with power to convince other in a
of management one level below the Executive Directors,
positive way;
including the functional heads. This will include the KMP’s
under the Companies Act, 2013, SCR (SECC) Regulations, (viii)
ability to participate actively in deliberation and group
2018 and those identified by the NRC from time to time. processes;
(xi) ”Whole-time director” includes a director in the whole- (ix) have strategic thinking and facilitation skills;
time employment of the company; (x) act impartially keeping in mind the interest of the company
Words and definitions not defined herein, shall have the on priority basis;
same meaning as provided in the Companies Act, 2013 (xi) Does not hold Directorship in more than 20 companies
read with relevant rules, Listing Regulaions and SCR (SECC) (including private and public limited companies) or 10
Regulations 2018 or other relevant provisions as may be public limited companies incorporated in India or such
applicable. other number of companies as may be prescribed from
3. INTERPRETATION time to time;
In any circumstance where the terms of this Policy differ from (xii) Has attained minimum age of 25 years and is not older than
any existing or enacted law, rule, regulation governing the 70 years or such other age as may be prescribed from time
Company, the law, rule or regulation will take precedence over to time;
the provision of this Policy.
(xiii) Personal specifications:
4. POSITIVE ATTRIBUTES AND QUALIFICATIONS OF
DIRECTORS • Educational qualification;
When recommending a candidate for appointment as Director, • Experience of management in a diverse organization;
the Committee will have regard to the following qualifications
• Interpersonal, communication and representational
and positive attributes:
skills;
(i) the appointee should satisfy the ‘fit & proper criteria’ as
• Demonstrable leadership skills;
stipulated under SCR (SECC) Regulations, 2018 (refer
Annexure A) and other requirements as prescribed by SEBI • Commitment to high standards of ethics, personal
from time to time. integrity and probity;
(ii) assessing the appointee against a range of criteria which • Commitment to the promotion of equal opportunities,
includes, but not be limited to, qualifications. skills, industry community cohesion and health and safety in the
experience, background and other qualities required to workplace;
operate successfully in the position;
The Committee shall take into account the following while
(iii) the extent to which the appointee is likely to contribute to deciding the composition of the Board and its size:-
the overall effectiveness of the Board, work constructively
with the existing directors and enhance the efficiencies The Board of NSE shall include:
of the Company; in case of Senior Management their (a) Shareholders Directors
contribution towards effectiveness of the organization as (b) Public interest Dectors; and,
whole would be considered;
(c) Managing director.
(iv) the nature of existing positions held by the appointee
The Board from time to time keeping in mind the corporate
including directorships or other relationships and the
structure, may frame guidelines governing the composition of
impact they may have on the appointee’s ability to exercise
Board which shall inter-alia be subject to the following:-
independent judgment;
2. No person who is or has been a director of a company As per SEBI Press release dated June 21, 2018,
which: Public Interest Director across MIIs may serve for a
maximum of three terms of three years each, or upto
a. Has not filed financial statements or annual returns for
seventy five years of age, whichever is earlier, with not
any continuous period of three financial years; or
more than two terms in one MII. The first term in an
b. Has failed to repay the deposits accepted by it or MII may be extendable by another term, subject to
pay interest thereon or to redeem any debentures on satisfactory performance review. The above provision
the due date or pay interest due thereon or pay any of Press release shall automatically be applicable to
dividend declared and such failure to pay or redeem the company subject to SEBI notification.
continues for one year or more shall be eligible to be
The Public Interest Directors on the governing board of
reappointed as a director of that company or appointed
the shall be nominated by the SEBI.
in other company for a period of five years from the
date on which the said company fails to do so. Evaluation:
2. Term / Tenure: The Committee shall carry out evaluation of performance of
a) Managing Director/Whole-time Director: every Director, KMP and Senior Management on annual basis.
The Management from time to time shall identify the level, 12. AMENDMENT
designation and names of (i) Key Management/Managerial Any amendment or modification in the Companies Act, 2013,
Persons under SCR (SECC) Regulations, 2018 & Companies SCRA, 1956, SCR (SECC) Regulations, 2018, Rules, Regulations
Act and / or persons who forms part of Senior Management and directives issued under the respective statutes (which
and recommend the same to Nomination & Remuneration include Listing Regulations) and any other applicable provision
Committee for its approval. The Managing Director is relating to Nomination and Remuneration Committee shall
empowered to identify the candidates in the Senior Management automatically be applicable to the Company.
in terms of the criteria prescribed herein and recommend their
13. REVIEW OF THE POLICY
appointment to the Committee.
This Policy shall be reviewed by the Committee periodically,
10. SUCCESSION PLANNING presently once in 2 years, unless an earlier review required
The· Committee shall review, approve and aid the Board in to ensure that it meets the regulatory requirements or latest
succession and emergency preparedness plan for key executives industry practice or both.
as may be identified from time to time. The abovementioned
ANNEXURE A
FIT AND PROPER CRITERIA UNDER SCR (SECC) REGULATIONS, 2018
A person shall be deemed to be a fit and proper person if—
(A) such person has a general reputation and record of fairness and integrity, including but not limited to—
(i) financial integrity;
(ii) good reputation and character; and
(iii) honesty;
(B) such person has not incurred any of the following disqualifications—
(i) the person or any of its whole time directors or managing partners, has been convicted by a court for any offence involving
moral turpitude or any economic offence or any offence against the securities laws;
(ii) an order for winding up has been passed against the person;
(iii) the person, or any of its whole time directors or managing partners, has been declared insolvent and has not been
discharged;
(iv) an order, restraining, prohibiting or debarring the person or any of its whole time directors or managing partners, from
dealing in securities or from accessing the securities market, has been passed by the Board or any other regulatory authority
and a period of three years from the date of the expiry of the period specified in the order has not elapsed;
(v) any other order against the person, or any of its whole time directors or managing partners, which has a bearing on the
securities market, has been passed by the Board or any other regulatory authority, and a period of three years from the date
of the order has not elapsed;
(vi) the Board has initiated recovery proceedings under the SEBI Act, 1992 and are pending;
(vii) the person has been found to be of unsound mind by a court of competent jurisdiction and the finding is in force;
(viii) the person is financially not sound or has been categorized as a willful defaulter; and
(ix) any other disqualification as specified by the Board.
REMUNERATION POLICY
(v) (A) “Key Managerial Personnel (KMP) under Companies (viii) “Policy” means this Remuneration Policy.
Act, 2013 means- (ix) The term “Senior Management” includes such persons
(a) Managing Director or Chief Executive Officer (“CEO”) or identified by the NRC / Board from time to time in terms of
Manager; Companies Act, 2013 and Listing Regulations
Words and definitions not defined herein, shall have the same (b) The remuneration / compensation / commission to be paid
meaning as provided in the Companies Act, 2013 read with to the KMP shall be approved by the Committee. For KMP’s
relevant rules, Listing regulations and SCR (SECC) Regulations, under Companies Act, 2013, it shall be as per the statutory
2018 or other relevant provisions; as may be applicable. provisions of the Companies Act, 2013 read with the rules
made thereunder for the time being in force. For KMP’s
3. INTERPRETATION
under SCR (SECC) Regulations, 2018, the requirements
In any circumstance where the terms of this Policy differ from
prescribed by SEBI from time to time in this regard shall
any existing or enacted law, rule, regulation governing the
be followed while determining the compensation payable
Company, the law, rule or regulation will take precedence over
to Directors, which shall be determined by the Committee.
the provision of this Policy.
For those Senior Management, compensation payable
4. OBJECTIVES shall be recommended by the Committee to the Board for
The Company aims to achieve a balance of merit, experience its approval and the same will be applicable w,e.f. April 1,
and skills amongst its Directors, Key Managerial Personnel and 2019
Senior Management. The objectives of this policy are:
(c) The Committee shall lay down compensation policy of the
(a) To lay down a policy for payment of remuneration to the Company from time to time in accordance with market
Directors, Key Managerial Personnel, Senior Management practice and the Company philosophy subject to SEBI
and other employees of NSE; norms, as may be applicable.
(b) To assist the Board on determination of remuneration (d) The annual compensation shall consist of a fixed component
payable to the Directors, Key Managerial Personnel, Senior and a variable component. The variable component shall
Management and other employees of NSE; not exceed one third of the total pay in respect of KMPs
(c) To ensure that the level and composition of remuneration under SCR (SECC) Regulations, 2018.
is reasonable and sufficient to attract, retain and motivate (e) ESOPs and other equity linked instruments shall not be
directors of the quality required to run the company offered or provided as part of the compensation for the
successfully; Key Management Personnel in terms of SCR (SECC)
(d) To ensure that relationship of remuneration to performance Regulations, 2018.
is clear and meets appropriate performance benchmarks; The following factors shall be considered while fixing
(e) To ensure that the remuneration to directors, key compensation package for the employees: performance,
managerial personnel and senior management involves a potential, qualification, experience, expertise, role,
balance between fixed and incentive pay reflecting short responsibilities, level of employees, inflation, attraction
and long-term performance objectives appropriate to the and retention of talent, market benchmark, size and
working of the company and its goals. complexities of operation, financial condition and health of
the Company, etc.
5. REMUNERATION OF DIRECTORS, KMP AND SENIOR
MANAGEMENT: (f) Incentive to take excessive risks over the short term shall
(a) The remuneration/compensation/commission, etc. to be be discouraged.
paid to Directors will be determined by the Committee and 6. REMUNERATION CRITERIA FOR THE BOARD
recommended to the Board for approval. The remuneration For Executive Directors:
/compensation/commission etc. shall be subject to the
approval of the shareholders of the Company, Central a) Base Compensation (fixed salaries)
Government and SEBI, wherever required. It shall be as - Must be competitive and reflective of the individual’s
per the statutory provisions of the Companies Act, 2013 role, responsibility and experience in relation to
read with the rules made thereunder for the time being in performance of day-to-day activities, which may
force. The requirements prescribed by SEBI from time to include salary, allowances and other statutory/
- The Whole-time Director/Executive Director shall not be a. Appointment of a person who has attained the age
entitled to sitting fees as per the provisions of the Act. of 75 years or continues to be appointed as a Non-
Executive Director
- The Whole-time Director/Executive Director shall be
governed by HR policies as applicable to the other b. Annual remuneration payable to single non-
employees of the Company. exectuve director exceeds 50% of the total
annual remuneration payable to all Non-Executive
For Non- Executive Directors/ Independent Directors/ Directors
Public Interest Directors:
I. GUIDING PRINCIPLES FOR PERFORMANCE EVALUATION II. GUIDING PRINCIPLES FOR PERFORMANCE
OF THE BOARD EVALUATION OF COMMITTEES
A. Governance related In addition to the principles stated above for evaluation of
• Corporate Governance standards adopted by the Board Board to the extent applicable to the respective committee,
and its implementation constructive recommendations made by the Committee(s) to
the Board may also be kept in mind.
• Understanding roles and responsibilities of Directors
• Code of conduct and Ethics and adherence thereto III. GUIDING PRINCIPLES FOR PERFORMANCE
EVALUATION OF INDIVIDUAL DIRECTORS
• Independence of Board functioning
The individual director‘s performance may be largely evaluated
• Commitment to highest ethical standards of integrity and based on his/her level of participation and contribution to the
probity. performance of Board/Committee(s) in respect of the above
B. Business related areas. Besides the same, the skills, knowledge, experience,
• Understanding of the objectives, values, vision and attendance record, devotion of sufficient time and efficient
business of the Company discharge of responsibilities towards the Company, Board and
Committees of which he/she is a member and timely disclosure
• Provision of entrepreneurial leadership
of personal interest, compliance of Code of Conduct and Ethics,
• Setting up of Company‘s strategic aims and financial goals Code for Independent Directors etc., may also be taken into
• Guidance to drive financial and business performance of account.
the Company and periodic review of the same
IV. GUIDING PRINCIPLES FOR PERFORMANCE
• Ensuring necessary financial and human resource support EVALUATION OF CHAIRPERSON
to achieve Company‘s objectives In addition to the above, the following principles may be kept in
• Strategic and business risk evaluation, assessment and mind while evaluating the performance of the Chairman:
timely action.
• Efficient leadership qualities and determination of delivery
C. Others of the Company‘s strategy.
• Adequacy of number and length of meetings, commensurate • Guidance to Board for formulation of annual work plan
with the size and nature of Company‘s business. against agreed objectives and goals.
• Robustness of financial controls and risk management • Ensuring adequate flow of information to all Directors on
systems. any issue where a decision is required.
• Board processes for ensuring optimum size, composition, • Enhancing of Company‘s image in dealings with major
diversity and delegation of authority stakeholders.
• Accountability for decisions taken. V. GUIDING PRINCIPLES FOR PERFORMANCE EVALUATION
• Adequate reporting mechanism to stakeholders and OF THE PID’S
redressal of their grievances. a. Qualifications: The PID’s qualification in area of law, finance,
accounting, economics, management, administration or
• Engagement with the executive management (formal
another area relevant to the financial markets, including
or informal) on issues/concerns having effect on the
any recent updates in this regard.
Company‘s functioning.
• Whether the PID has sufficient understanding of the Whether the PID appropriately deals with critical
role, responsibilities and obligations of PID under the matters.
relevant regulatory norms.
g. Availability and attendance:
• How the PID fares across different competencies Whether the PID is available for meetings of the Board and
as identified for effective functioning of Board of the attends the meeting of Governing board and Committees
concerned MII. regularly and timely, without delay. It must be ensured
that the concerned PID hasn’t remained absent for three
• Whether the PID has sufficient understanding of the
consecutive meetings of the governing board and has
risk attached with the business structure.
attended seventy five per cent of the total meetings of the
d. Fulfilment of functions: governing board in each calendar year; failing which the
• Whether the PID understands and fulfils the functions PID shall be liable to vacate office.
as assigned to him/her by the Board and the regulatory
h. Commitment
norms.
Whether the PID is adequately committed to the Board and
• Whether the PID gives views and opinion on various the MII.
regulatory matters when comments are invited by i. Contribution:
SEBI through various means. • Whether the PID has contributed effectively to the
e. Ability to function as a team: entity and in the Board meetings.
• Whether the PID is able to function as an effective • Whether the PID participates in the proceedings
team- member. of Board meetings keeping in mind the interests of
• Whether the PID listens attentively to the contributions various stakeholders.
of others and gives adequate weightage to the views • Whether the PID actively deliberates and
and perception of other Board members. contributes on proposed business propositions and
• Whether the PID shares good interpersonal relationship strategic decisions taking into consideration pros
with other directors. and cons of such propositions, long term outlook,
business goals, cost-benefit analysis, etc.
f. Initiative:
• Whether the PID actively takes initiative with respect j. Integrity:
to various areas. • Whether the PID demonstrates highest level of integrity
(including conflict of interest disclosures, maintenance
• Whether the PID insists on receiving information of confidentiality, etc.).
necessary for decision making.
• Whether the PID strictly adhere to the provisions
• Whether the concerned PID keeps himself well of the SEBI SECC Regulations, 2018 and any other
informed about the functioning of MII and the external regulatory provision, as applicable, along-with the
environment in which it operates. code of conduct and code of ethics prescribed under
other applicable regulatory norms.
• Confirmation on the PID being a Fit & Proper person. A. Process of Evaluation by the Independent Directors / PIDs
• Confirmation that the PID doesn’t disclose confidential The Independent Directors / PIDs may review the
information, including technologies, unpublished performance of the Chairperson, the Non- Independent
price sensitive information, unless such disclosure Directors and the Board as a whole. In the meeting, the
is expressly approved by the Board of directors or Independent Directors may like to consider the following
required under the applicable laws. while carrying out performance evaluation of:
k. Independence: I. Chairperson:
• Whether the PID is independent from the entity and • In-depth knowledge of the industry and business.
the other directors and there is no conflict of interest. • Enjoys trust and confidence of Board members.
• Confirmation as to non-association of the PID with • Ensuring that every Board member has an opportunity
relevant MII and its member. to be heard and to present his/her views without any
• Whether the PID keeps regulators informed of material constraint.
developments in the concerned MIIs functioning, from • Encouragement to Independent Directors to bring
time to time. diverse perspectives on the table.
l. Independent views and judgment: • Ensuring that Directors are fully informed as possible
• Whether the PID exercises his/ her own judgment and on any issue where decision is required.
voices opinion freely.
• Efficient leadership qualities and determination of
• Whether the PID’s participation in decisions taken delivery of the Company’s strategy.
during meetings are unbiased, based on ethical
• Guidance to Board for formulation of annual work plan
judgment and are in strict conformity to the applicable
against agreed objectives and goals.
regulatory norms.
• Ensuring adequate flow of information to all Directors
• Whether the PID raises his/her concern if anything
on any issue where a decision is required.
is observed contrary to regulatory norms and the
expected norms of ethical conduct. • Enhancing of Company’s image in dealings with major
stakeholders.
• Whether the PID is committed to ensure that there is
fairness and integrity in MIIs system, in letter as well II. Non-independent Directors:
as spirit. (i) Managing Director and Chief Executive Officer
VI. PROCESS FOR PERFORMANCE EVALUATION • Long-term vision for the Company and business
The following process may be adopted for performance acumen.
evaluation:
• Entrepreneurial leadership to the Company and
(a) Independent Directors may at their meeting review the its business segments and setting up of strategic
performance of the Chairperson, the Non-Independent vision.
Directors and the Board as a whole;
• Clear understanding of Company‘s business,
(b) The NRC or Board or the Independent External Person may, industry dynamics, competitive trends including
carry out the evaluation of every Director‘s performance, global trends and inherent business and
the Board and the Committees. The NRC or Board or the operational risks.
• Ensuring necessary financial and human resource • Understanding of objectives, values, vision and
support to achieve Company‘s objectives. business of the Company.
1. NSE Group CSR vision Sanitation & Safe Drinking Water. In addition, during times
NSE Group has been constantly working to improve the financial of natural calamities and disasters NSE strives to provide
wellbeing of people at large through a committed approach to speedy relief and assistance to affected geographies
offer investment products that suits varied needs of people. and communities through contributions to the Prime
It has improved access to financial markets for people across Minister’s relief fund, emergency disbursals to undertake
the country by introducing transparent and efficient systems, relief through NGOs etc. NSE also undertakes research
improved safety measures for investors, empowering investors and studies in areas specified in Schedule VII including
through awareness and education on financial planning, promoting education.
investor protection and investment related issues.
The NSE Group CSR programmes seek to impact the most
Besides this, NSE Group has continuously endeavoured to disadvantaged sections of the community by undertaking
integrate sustainable and responsible business practices long term impactful programmes in education and elder
through environment friendly measures such as recycling of care. Projects undertaken under these verticals are not
waste, reducing paper, water and energy conservation, use one-time activities but are be on a programme mode with
of renewable sources of energy, eco-friendly infrastructure, a long term timeline to achieve pre-determined goals and
gender diversity and inclusive workplace policies, etc. impact.
NSE Group further understands that the economic and social In addition to the focal areas of social intervention, a number
well-being of the community is closely interlinked to their of internal CSR activities such as environment awareness,
habitats and environment. NSE therefore strives to integrate nature trails, blood donation camps, visits to the project
triangulated focus to improve the quality of life of its identified sites etc. which to engage and motivate employees to be
beneficiaries towards creating inclusive societies, while meeting socially responsible have been undertaken by the CSR
its social, economic and environmental responsibilities. Focus Group of NSE.
The key focus sectors identified by NSE Group for social The core CSR focus verticals, are further detailed in the
intervention and impact target the triply disadvantaged and following sections.
underprivileged sections of our population. The key change
(b) Primary Education
and impact indicators in every programme strive to align with
The NSE Group CSR initiatives in Primary Education
the nation’s social development goals and the larger global
concentrate on bridging the literacy gaps of children aged
sustainable development goals.
between 5 -12 years from disadvantaged communities who
(a) CSR Focus Areas, Objectives and Goals form the bottom rung of society. The programme outcomes
The CSR objectives have been identified basis the larger contribute to the holistic development of children which
mandate outlined in the Section 135 of the Companies Act includes addressing their physical, mental and aspirational
2013 and Companies (CSR Policy) Rules 2014 as well as to needs through supplementary and in-school programmes.
meet NSE’s community engagement aspirations.
NSE Group has identified intervention in capacity building
NSE, has currently identified three CSR areas as issues of & training of teachers that will augment teacher-student
concern to be addressed in the developmental landscape ratio and directly impact the quality and quantity of
in India. They are i) Primary Education, ii) Elder Care, iii) attention that is currently provided per student. The aim is
xv. Prajwala: Strengthening the KGBVs of the state to The project has just entered its second year of
ensure quality education for all (Madhya Pradesh) implementation and conducts its interventions in
73 KGBVs covering 11 districts with three NGO
This education initiative in 200+ Kasturba Gandhi
partners and Bodh by placing two local community
Balika Vidyalayas of Madhya Pradesh. The programme
volunteers trained as Academic Support Fellows (Field
is in its first year and is working to improve the quality
Facilitators). There are 146 such facilitators working
of education delivered to the girl students studying
in 73 KGBVs supporting the government teachers in
in the grades 6-8 by improving both the learning
remedial education classes as per plan. A 15 days
environment in both the girls’ hostels and the schools
residential training module has been conducted
that they are enrolled in.
covering all 146 field facilitators on remedial teaching
The programme aims to achieve its objective by in three batches.
placing community volunteers in the hostels for
xvii. Rehli Shiksha Pahal Program (RSPP)
providing academic support and creating a conducive
The project - Transforming Learning Outcomes in
learning environment for foundational skills of literacy
Primary Schools of Educationally Backward Districts -
and numeracy for grades 6th to 8th. Further, training to
Rehli Shiksha Pahal Program (RSPP) seeks to upgrade
the government teachers is provided to sustain the
learning opportunities for 8000 elementary school
intervention along with capacity building of the School
students in 214 villages and 150 schools in the Raheli
Management Committees which are properly oriented
block of Sagar district. Balmitra & Janmitra who are
of their role encouraged to take responsibilities.
trained community youth, visit villages and engage the
There is also a feature of advocacy to strengthen the parents in dialogues about creating a positive learning
state, district and block level administration to improve atmosphere at home, ensuring the regularity of their
xxi. Serving and Enriching Education for Under-privileged To instill reading habits among children, libraries in
Rural Children schools have been strengthened with educational
books and reading materials.
The project is a replication of the urban programme
in the rural areas of Satara District with Children’s The project currently reaches out to 822 disadvantaged
Resource Centres (CRCs) spread over 16 villages within children with learning gaps. Community level rallies,
eight remote tribal hamlets. These tribal hamlets are street plays & puppet shows have been conducted to
home to ‘Katkaris’ who are primitive tribes and are create awareness in communities about education.
designated as ‘Particularly Vulnerable Tribal Groups’ The project has identified and re-enrolled 40 school
in Maharashtra. Another extremely marginalized dropout children in the local government schools.
group is ‘Denotified and Nomadic Tribes’ (DNT) who
xxiii. Student Teacher Empowerment Program
are stigmatized and face severe geographical & social
The project which is implemented in the predominantly
exclusion. They are also known as ‘Vimukta Jati
tribal and backward district of Sheopur in Madhya
Nomadic Tribes’ (VJNTs) in Maharashtra. This Quality
Pradesh reaches about 5200 students and 181
of Education project impacted 827 children especially
teachers in 40 government schools.
the most vulnerable and hard to reach 115 ‘Katkari’
and 219 DNT and VJNT children. The program endeavors to build systemic capabilities
in teachers, the government and the community to
The project was delivered by the cadre of 16 Youth
build a conducive learning environment for students.
Mentors called ‘Shikshan Mitras’. Due to the intense
The project is implemented through 20 Shikshan Mitras
efforts at grass root level, significant improvement in
who work jointly with the school teachers to bring a
age-appropriate learning was seen. 91% children have
systemic change in the teaching learning practices
level based reading skills, 89% children writing skills,
inside the classrooms by using a variety of teaching
and 87% children numeracy skills with increase in the
learning aids to make the students’ classroom learning
attendance rates in schools.
experience more engaging and joyful. A student’s
xxii. Serving and Enriching Education to Under-privileged portfolio is maintained and performance is tracked for
Urban Children in Bhiwandi- Nizampur and Malegaon. addressing learning needs.
The project is in the second year and the distinct feature The project is in its second year and all 40 schools
is its keen focus on the disadvantaged children from have at least one vibrant classroom prepared by the
the minority community, many of whom are unskilled Shikshan Mitras. The overall improvement percentage
migrant workers working in the unorganized power is more than 30% in end line as compared to baseline.
loom industry. The implementation of the project Attendance records indicate 65% of the schools have
is through the ‘Children Resource Center’ (CRC) or reported an improvement of over 20% in student
‘Shikshan Ranjan Kendras’. attendance, 64% teachers from all the 40 intervention
The CRCs are nested within the community and schools have attended the training sessions and based
also in the schools which are managed by Shikshan on teacher feedback, 50% of students demonstrated
Mitras or trained community youth. The Sikshan improvement in general behaviour inside the classroom
Mitras through home visits, meetings & community and handling of school property.
*Activities undertaken by NSE CSR Focus Group covers Blood Donation Camps, Nature trails, Flood Relief, NGO Melas, Environment Awareness,
Employee Engagement for CSR projects of the Company etc.
NSE Foundation, as the implementing agency, currently implements the above projects with the help of the entities as given below and provides periodic
updates on the progress of the CSR projects, fund utilization, and an annual report of CSR activities to the Company. The CSR Committee of the Company
monitors the CSR activities undertaken & implemented by NSE Foundation.
1 Aid India 16 Hand in Hand Inclusive 31 Samavesh Society for Development
Development and Services and Governance
(HHIDS)
2 All India Inst. Of Local Self 17 Helpage India 32 Sanskar Wahini Gram Vikas
Government Shikshan Sanstha
3 Americares India Foundation 18 IIMPACT 33 Tata Institute of Social Sciences
4 Bodh Shiksha Samiti 19 India Society for Agribusiness 34 Primove Infrastructure
Professional (ISAP) Development
5 Centre for Education 20 Indian Institute of Technology- 35 Teach For India
Bombay
6 Centre For Environment Education 21 Jal Seva Charitable Foundation 36 Vidhyarambam Trust
(CEE)
7 Charities Aid Foundation India 22 Jatan sansthan 37 Vikas Sahayog Pratishtan
8 Child in Need Institute (CINI) 23 Karuna Trust 38 Vikramshila Education Resource
Society
9 Developmental Association For 24 Learning Links Foundation 39 Vision Foundation India
Human Advancement (DEHAT)
10 Door Step Schools Mumbai 25 Magic Bus India Foundation 40 WASH Institute
11 Family Welfare Agency 26 Paragon Charitable Trust 41 Water For People
12 FINISH Society 27 Plan International (India Chapter) 42 Youth For Unity And Voluntary
Action (YUVA)
13 Foundation To Educate Girls 28 Pratham Education Foundation 43 Karadi Path Education
Globally
14 Gandhigram Trust 29 QUEST
15 Gramalaya Trust 30 Registered Engineers for Disaster
Relief – India (RedR- India)
6. In case the Company has failed to spend the two percent In the year under report, the above C26.90 Crores being the
of the average net profit of the last three financial years or amount required to be spent to implement the Corporate Social
any part thereof, the Company shall provide the reason for Responsibility Policy of the Company in the manner laid down
not spending the amount in its Board Report: in sub-section (5) of section 135 of the Companies Act 2013,
In FY 2018-19, the prescribed CSR expenditure which is 2% of the actual amount as transferred to NSE Foundation towards
the average net profit of the last three financial years calculated approved projects is C26.90 Crores leaving a shortfall of C Nil
pursuant to Section 135 of the Companies Act 2013, read with which is 100% of the amount to be spent at the Company level
Section 198 was C26.90 Crores. However the CSR Committee .The CSR Committee of the Company approves the projects and
had approved an amount of C44.83 Crores in FY 2018 -19 continues to monitor the projects on an ongoing basis besides
towards new projects to be undertaken by NSE Foundation. The the Foundation Board.
over commitment of C17.93 Crores towards new projects will
Since the effective date of commencement of Section 135 of
be met from the CSR budgetary allocation of subsequent years.
the Companies Act, 2013 namely April 01, 2014, up to March
This was done in order to ensure that the amount equivalent to
31, 2019, the Company was required to spend a cumulative
the budget allocation for a particular year is spent in the same
amount of C114.90 Crores and as against the same, the
year for CSR purpose.
Company had fully committed the amount to specific CSR
The Company being mindful of maintaining highest standards The Company remains committed to meet its CSR obligations
of operational efficiency, financial propriety and the need to on an annual basis to the extent feasible and contribute to the
ensure delivery of end-products and outcomes of the highest social and equitable development of the Nation.
quality, has also given precedence to sustainability over 7. The implementation and Monitoring of the CSR Policy,
mechanical achievement of financial thresholds and there is is in compliance with CSR objectives and Policy of the
steady improvement in making up on the gap would be evident company.
from the following simplified statement:
I. BRIEF STATEMENT ON COMPANY’S PHILOSOPHY ON The Board of NSE presently comprises 8 Directors of which
CODE OF GOVERNANCE 4 are Public Interest Directors and 4 are Shareholder
National Stock Exchange of India Limited (‘NSE’ or ‘your Directors including a Managing Director & CEO.
Company’) is a public limited company, incorporated under the
Name of Director Category of Directorship
Companies Act, 1956 whose securities are not listed on any of
Mr. Vikram Limaye Managing Director & CEO
the stock exchanges. NSE is a recognised stock exchange under
Securities Contracts (Regulation) Act, 1956 and is governed Mr. Naved Masood Public Interest Director
under the same and the Rules and Regulations laid down Mr. T.V. Mohandas Pai Public Interest Director
thereunder and the directives and circulars issued by Securities Ms. Dharmishta Raval Public Interest Director
and Exchange Board of India (SEBI) from time to time. As Mr. Dinesh Kanabar Public Interest Director
per Regulation 33 of the Securities Contracts (Regulation) Ms. Sunita Sharma Shareholder Director
(Stock Exchanges and Clearing Corporations) Regulations, Mr. Abhay Havaldar Shareholder Director
2018 (‘SECC Regulations’), the disclosure requirements and Mr. Prakash Parthasarathy Shareholder Director
corporate governance norms, specified for listed companies,
Changes during the year:
mutatis mutandis apply to a recognised Stock Exchange. NSE
has focused on good governance practices and endeavors 1. Ms. Anshula Kant ceased to be Shareholder Director of the
to improve the same in the corporate landscape. For the Company w.e.f. September 28, 2018.
information of its stakeholders, NSE is furnishing this Report on
2. Mr. Ashok Chawla ceased to be Chairman/ Public Interest
corporate governance for the financial year ended 31st March,
Director of the company w.e.f. January 11, 2019, on
2019.
account of his resignation.
II. BOARD OF DIRECTORS
NSE Board comprises qualified members who bring in
A. Composition of the Board and Category of Directors the required skills, expertise and competence that allows
NSE has broad-based Board of Directors, constituted them to make an effective contribution to the Board and
in accordance with Companies Act 2013, SEBI (Listing its Committees. The Board members are committed to
Obligation & Disclosure Requirements) 2015 (‘Listing ensuring that the NSE Board is in compliance with the
Regulations’) and SECC Regulations. highest standards of corporate governance.
Pursuant to the SECC Regulations, the Governing Board of The skills/expertise/competencies/positive attributes,
NSE shall include Public Interest Directors, Shareholder etc. that are identified for appointment of a candidate
Directors and Managing Director such that the number of as Director to function effectively, in the context of the
Public Interest Directors shall not be lesser than the number business and sector of the Company are:
of Shareholder Directors with the Managing Director being
• Qualifications - law, finance, accounting, economics,
included in the category of Shareholder Director. Public
management, administration or any other area relevant
Interest Director is an Independent Director representing
to the financial markets.
the interests of investors in the securities market and who
do not have any association directly or indirectly, which in • Experience - capital and financial Market, financial and
the opinion of SEBI, is in conflict with his role. Directors of Management skill, management of the finance function
a recognised Stock Exchange are required to be “fit and of an enterprise, accounting, economics, financial
proper persons” at all times. reporting process, financial securities, commodity
(1) Details of Directors along with the Directorship(s) and Chairmanship(s)/Membership(s) of Committees in other companies as
on 31, March 2019:
Name of the Director Category Attendance Particulars No. of Directorship / Chairmanship and Committee
Chairmanship / Membership
Number of Board Last Other Other Other
Meetings AGM Directorship(s)/ Committee Committee
Held Attended Chairmanship(s) Membership(s) Chairmanship(s)
* Ceased to be Chairman and Public Interest Director w.e.f. January 11, 2019, on account of resignation.
** Application made to SEBI for renewal of re-nomination as Public Interest Director with effect from February 5, 2019.
*** Ceased to be Shareholder Director w.e.f. September 28, 2018
#
Number of Board Meetings held during the tenure of Director
(ii) Memberships/Chairmanships of only the Audit Committee and Stakeholders Relationship Committee of all Public Companies
have been considered.
(2) Names of the listed entities where the existing Director is a director and the category of directorship.
Mr. Abhay Prabhakar Havaldar Jubilant Food Works Limited Non- Executive – Independent Director
Ms. Dharmishta N. Raval 1 Cadila Healthcare Limited Non- Executive - Independent Director
2 Zydus Wellness Limited
3 Torrent Power Limited
4 NOCIL Limited
Mr. T V Mohandas Pai Havells India Limited Non- Executive – Independent Director
Ms. Sunita Sharma Larsen & Toubro Limited Non- Executive – Independent Director
(2) Separation of Offices of Chairman & Chief Executive Officer (4) The Board of Directors shall set a corporate culture and
Mr. Vikram Limaye is MD & CEO of your Company. During the values by which executives throughout the group shall
the year under review, Mr. Ashok Chawla, Chairman (PID) behave.
resigned from the Board of Directors of your Company with
(5) Members of the Board of Directors shall act on a fully
effect from January 11, 2019. Since then and in view of the
informed basis, in good faith, with due diligence and care,
near expiry of the term of all the PIDs and no certainty of
and in the best interest of NSE and the shareholders.
renewal of their terms, it had been decided that the PIDs
shall elect one amongst themselves as the Chairman of the (6) The Board of Directors shall encourage continuing directors
meetings of the Board by rotation, until the Chairman is training to ensure that the members of Board of Directors
appointed. are kept up to date.
(13) When committees of the Board of Directors are established, • Other information, which is required to be placed before
their mandate, composition and working procedures shall the Board as per Listing Regulations and SECC Regulations,
be well defined and disclosed by the board of directors. is taken to the Board as and when required.
(14) Members of the Board of Directors shall be able to commit A quarterly report on compliance of applicable laws, rules and
themselves effectively to their responsibilities. regulations is placed before the Audit Committee for its review.
The Audit Committee from time to time reviews the report
(15) In order to fulfil their responsibilities, members of the
and gives suggestions for improvement of compliance level/
Board of Directors shall have access to accurate, relevant
process. On its review, a consolidated report on a quarterly
and timely information.
basis is placed before the Board at its subsequent meeting.
(16)
The Board of Directors and senior management shall
E. Code of Conduct and Code of Ethics
facilitate the independent directors to perform their role
A code of conduct for Directors and Senior Management
effectively as a member of the Board of Directors and also
Personnel of NSE is framed. They have affirmed compliance
a member of a committee of Board of Directors.
with the Code of Conduct. As per the requirement of the Listing
NSE conducts orientation programme for new Directors Regulations, the code of conduct, has been hosted on the
so as to familiarise them with the various functions being website of your Company at the following location: (https://
carried out by NSE. The details of familiarization programmes nseindia.com/global/content/about_us/NSE_CODE_BOARD.
imparted to Independent Directors are given on NSE’s website. pdf). The MD & CEO has affirmed to the Board of Directors that
(Weblink: https://www.nseindia.com/global/content/about_us/ the Code of Conduct has been complied with by the Directors
Familiarisation_programme.pdf. NSE also provides training in and Senior Management Personnel. A Declaration to this effect,
various fields such as operations, risk management, compliance, duly signed by the MD & CEO has been obtained and forms part
etc. to all the Directors regularly. Every director inducted on of this annual report.
the Board is well known in the financial services industry and
NSE, being a recognized Stock Exchange as per SECC
has the ability to understand basic financial statements and
Regulations, requires every Director and Key Management
information and related documents/papers.
Personnel to affirm compliance with the Code of Ethics as
The regular updates inter-alia provided by NSE to the Board prescribed by SEBI under Regulation 26 (2) of SECC Regulations.
include the following: The Code of Ethics is aimed at maintaining the professional and
• Annual operating plans and capital and revenue budgets ethical standards in the functioning of NSE.
and updates
During the year under review, the Code of Ethics was amended
• Quarterly financial results to align with the SECC Regulations.
• Status report on NSE operations and operations of different F. Independent Directors / Public Interest Directors
segments (1) Independent Directors on the Board of NSE are not less
• Minutes of the meetings of Audit Committee, other than 21 years of age and do not hold any shares in NSE.
committees of the Board and also minutes of the meetings (2) Attributes
of the Board of all subsidiary companies NSE as a policy inducts only those persons as Independent
• Details of joint ventures, acquisitions of companies or Directors who have integrity, experience and expertise,
collaboration agreements, etc. foresight, managerial qualities and ability to read and
understand financial statements.
• Details of foreign exchange exposures and the steps taken
(4) Freedom to Independent Directors As per the terms of appointment, the Non-executive Directors
NSE takes all possible efforts to enable the Independent are not eligible for severance pay or notice period. The Managing
Directors to perform their functions effectively. Director is not eligible for severance pay. The notice period for
the Managing Director is three (03) months.
In the opinion of the Board, the Public Interest Directors
fulfill the conditions specified in Listing Regulations and are SEBI had laid down certain norms in terms of the compensation
independent of the management. policy for the Key Management Personnel within the meaning of
SECC Regulations which are as under:-
G. Remuneration of Directors
The compensation paid/payable to the Managing Director & A. The variable pay component will not exceed one-third of
CEO is periodically reviewed and revised to align compensation the total pay.
levels with market levels and at the same time attract, retain B. 50% of the variable pay will be paid on a deferred basis
and motivate Directors of the quality required to run your after 3 years.
Company successfully. The remuneration includes both fixed
C. ESOPs and other equity linked instruments shall not be
and variable component.
offered or provided as part of the compensation for the key
NSE pays only sitting fees to its Non-Executive Directors. During management personnel
the year under review, the sitting fees being paid to the Non-
D. Compensation will be subject to malus & claw-back
Executive Directors for attending the Committees Meetings was
arrangement as per prevailing SEBI/SECC Rules &
rationalized to C75,000 in order to align it with Kotak Committee
Regulations
recommendations on Listing Regulations.
NSE has framed Remuneration policy for its Directors, Key
The terms and conditions of appointment of Public Interest
Management Personnel and Employees. For details on the
Directors and Shareholder Directors are governed by the
Remuneration Policy, please refer to the Annexure to the
provisions of the Companies Act, 2013 & Rules laid down
Directors' Report.
thereunder, SECC Regulations, Listing Regulations and the
circulars issued thereunder by SEBI. The terms and conditions None of the Directors of NSE hold any shares or any convertible
of service in respect of the Managing Director & CEO of NSE are instruments of NSE. NSE also has in place Directors and Officers
governed by the resolution passed by the Board of Directors, Insurance Policy (D&O) for all the Directors for certain risks.
The details of remuneration paid to Managing Director & CEO during FY 2018-19 are given in the following table:- (H in crores)
Name & Designation Salary & Variable Pay** Perquisites in Contribution to PF and Total
Allowances cash or in kind other Funds
** Excludes 50% of the Variable Pay of C0.77 Crores to be paid on deferred basis after 3 years.
f. Disclosure of any related party transactions. 21. To review the functioning of the whistle blower mechanism;
g. Qualifications in the draft audit report, if any. 22. Approval of appointment of the CFO (i.e, the whole-time
13. Reviewing, with the management, the quarterly financial finance director or any other person heading the finance
statements before submission to the board for approval; function or discharging that function) after assessing the
qualifications, experience and background, etc. of the
14. Reviewing, with the management, the statement of uses/ candidate;
application of funds raised through an issue (public issue,
rights issue, preferential issue etc.) the statement of funds 23. The Audit Committee shall mandatorily review the following
utilized for purposes other than those stated in the offer information:
document / prospectus / notice and the report submitted a. management discussion and analysis of financial
by the monitoring agency, monitoring the utilization of condition and results of operations;
proceeds of the public rights issue, and making appropriate
b. statements of significant related party transactions
recommendations to the Board to take steps in this matter;
submitted by management;
15. Reviewing with the management, performance of statutory
c. management letters / letters of internal control
and internal auditors, adequacy of the internal control
weaknesses issued by the statutory auditors;
systems;
d. internal audit reports relating to internal control
16. Reviewing the adequacy of internal audit function, if any,
weaknesses; and
including structure of the internal audit department,
staffing and seniority of the official heading the department, e. the appointment, removal and terms of remuneration
reporting structure coverage and frequency of internal of the chief internal auditor shall be subject to review
audit; by the audit committee.
17. Discussion with internal auditors of any significant findings 24. Carrying out any other function as the Audit Committee may
and follow up there on; deem fit with the approval of the Board.
18. Reviewing the findings of any internal investigations by the The Audit Committee earlier comprised of four Directors
internal auditors into matters where there is suspected viz., Mr. Dinesh Kanabar, Mr. Ashok Chawla, Ms. Anshula
fraud or irregularity or a failure of internal control systems Kant and Mr. Naved Masood as its Members with Mr. Dinesh
of a material nature and reporting the matter to the Board Kanabar as its Chairman. The Audit Committee currently
of NSE; comprises of three Directors viz., Mr. Dinesh Kanabar,
Chairman, Mr. Naved Masood and Mr. Abhay Havaldar as its
19. Discussion with statutory auditors before the audit
Members.
commences, about nature and scope of audit as well as
post-audit discussion to ascertain any area of concern;
The Committee met 5 times during the year i.e., on May 04, 2018, August 2, 2018, August 17, 2018, October 31, 2018 and
February 07, 2019 The details of the attendance of members of the Audit Committee at their meetings held on the above dates are
given hereunder:-
Name Number of meetings held during the year Number of meetings attended
Mr. Dinesh Kanabar 5 5
Mr. Ashok Chawla* 4# 4
Ms. Anshula Kant** 3 1
Mr. Naved Masood 5 5
Mr. Abhay Havaldar*** 1# 1
The scope and functions of the Nomination and Remuneration 12. Identify persons who may be appointed in senior
Committee are in accordance with Section 178 of the Companies management in accordance with the laid down policies and
Act, 2013, the Listing Regulations and the SECC Regulations. criteria;
The terms of reference of the Nomination and Remuneration
13. Recommend to NSE’s Board appointment and removal of
Committee inter-alia include the following:
personnel in senior management in accordance with laid
down policies and criteria;
The Committee met 5 times during the year, i.e. on May 04, 2018, May 21, 2018, October 31, 2018, February 7, 2019 and March
28, 2019. The details of the attendance of members of the NRC at their meetings held on above dates are given hereunder:-
Name Number of meetings held during the year Number of meetings attended
Mr. Ashok Chawla* 3# 3
Mr. Dinesh Kanabar 5 5
Mr. T.V. Mohandas Pai 5 4
Mr. Abhay Havaldar** 4 4
Ms. Dharmishta Raval*** 1 1
Note:
*Ceased to be a Member w.e.f.January 11, 2019
** Ceased to be a Member w.e.f. February 08, 2019
#
Number of Meetings held during the tenure of Director
***Inducted as member w.e.f. February 08, 2019
C) Stakeholders Relationship Committee (SRC) 5. To review policies / other issues raised by the brokers /
The Committee besides discharging the function of approving employee community.
share transfers and deciding on any matter incidental to or
6. To consider and review such other matters, as the
connected with the transfer, also discharges the function of
Committee/Board may deem fit, from time to time.
redressal of shareholder grievances like transfer of shares, non-
receipt of Annual report, non-receipt of declared dividends, etc. Earlier, Mr. Abhay Havaldar, Mr. Vikram Limaye, Mr. Ashok Chawla
and Mr. T.V Mohandas Pai were the members with Mr. Ashok
The role of SRC includes: Chawla as its Chairman. Mr. S Madhavan Company Secretary
1. To look into the mechanism for redressal of grievances of NSE is the Compliance Officer, in terms of Regulation 6 of
of shareholders, debenture holders and other security the Listing Regulations. The SRC currently comprises of four
holders. Directors viz., Mr. Abhay Havaldar, Non-executive Director,
2. To consider and resolve the grievances of the security Mr. Vikram Limaye, MD & CEO, Mr. T.V Mohandas Pai, PID and Mr.
holders of the Company. Prakash Parthasarathy, Non-Executive Director as its members
3. To review the status of redressal of correspondences/ with Mr. T.V. Mohandas Pai as its Chairman.
complaints, received from the security holders.
4. To review process related to transfer/transmission of
securities.
(D) Risk Management Committee (formerly known as Risk Ms. Sunita Sharma, Mr. Dinesh Kanabar and Mr. Naved Masood,
Assessment and Review Committee) as its Members with Mr. Dinesh Kanabar as its Chairman.
The Committee reviews the efficacy and adequacy of the Risk The Committee met once during the year i.e. on February 07,
Management Framework on an ongoing basis. During the year 2019. During the year under review, the Committee was re-
under review, the Committee also reviewed Enterprise Risk constituted on February 08, 2019 in terms of SEBI circular
Management (ERM) Framework, Risk Governance Structure (i.e., dated January 10, 2019 and comprises of Mr. Dinesh Kanabar,
the Governance Structure at the Board and Management Level), Mr. TV Mohandas Pai and Mr. Abhijit Sen (Independent External
Risk Policies, Risk and Control Assessment framework, Risk Person) as its Members.
Monitoring and Reporting and Stress Testing frameworks. The
Committee consisted of four Directors viz., Mr. Vikram Limaye,
The details of the attendance of members of the Committee at their meeting held are given hereunder:-
Name Number of meeting held during the year Number of meeting attended
Mr. Dinesh Kanabar 1 1
Ms. Sunita Sharma 1 -
Mr. Naved Masood 1 1
Mr. Vikram Limaye 1 1
(E) Corporate Social Responsibility (CSR) Committee Mohandas Pai ceased to be a Member of the Committee with
The Committee was constituted, inter alia, to formulate and effect from February 8, 2019).The Committee consists of Mr.
recommend to the Board a CSR Policy, to recommend the Naved Masood, Mr. Prakash Parthasarathy and Mr. Vikram
amount of expenditure to be incurred on the activities, and Limaye as its Members with Mr. Naved Masood as Chairman of
to monitor the CSR Policy of NSE from time to time (Mr. T V the Committee.
The Committee met 3 times during the year, i.e. on May 3, 2018, August 2, 2018 and October 30, 2018. The details of the attendance
of members of the CSR Committee at their meetings held on above dates are given hereunder:-
Name Number of meetings held during the year Number of meetings attended
Mr. Prakash Parthasarathy 3 3
Mr. T.V Mohandas Pai* 3 1
Mr. Naved Masood 3 3
Mr. Vikram Limaye 3 3
Ms. Priya Subbaraman is the Chief Regulatory Officer and also (C) Dividend
a Key Management Personnel under SCR (SECC) Regulations NSE provides the facility of direct credit of the dividend to the
heading regulatory functions in the regulatory department member’s bank account. Listing Regulations also mandate
and ‘Compliance Officer’ as per Regulation 30 of SCR (SECC) Companies to credit the dividend to the members electronically.
Regulations. (i) Interim Dividend payment date for financial year 2018-19:
IV. AUDITORS November 5 and November 6, 2018
The Audit Committee also periodically discusses with the
(ii) Proposed final dividend for financial year 2018-19:
Auditors the annual audit programme and the depth and
Around 10 days from the approval of the shareholders at
detailing of the audit plan to be undertaken by them. The Board
the ensuing AGM.
has appointed an external firm of Chartered Accountants as
its Internal Auditor in order to ensure the Independence and (E) Registrar and Transfer Agent:
credibility of the internal audit process. The address for communication and contact details of the
V. SECRETARIAL AUDIT Registrar and Transfer Agent are as under:
NSE had engaged the services of M/s. BNP & Associates, M/s. Link Intime India Private Limited
Company Secretaries to conduct Secretarial Audit for the C-101, 247 Park, LBS Marg, Vikhroli (West), Mumbai - 400 083
financial year ended 31st March, 2019. The report of the Tel. No. + 91 22 49186000; Fax No. + 91 22 49186060
Secretarial Auditors is placed before the Audit Committee and e-mail id : benpos@linkintime.co.in/equityca@linkintime.co.in;
the Board. website : www.linkintime.co.in
VI. ANNUAL SECRETARIAL COMPLIANCE REPORT
(F) Share Transfer system:
NSE has undertaken an audit for the financial year 2018-19
The equity shares of NSE are in dematerialised form. Further,
for all applicable compliances as per Securities and Exchange
the ISIN of equity shares is suspended by NSE to prevent
Board of India Regulations and Circulars/Guidelines issued
transfers not approved by NSE pursuant to Article 63 of
thereunder.
its Articles of Association and to ensure compliance of the
The Annual Secretarial Compliance Report has been obtained provisions of SECC Regulations. Therefore, when application
from M/s. BNP & Associates, Company Secretaries, in terms of for approval of transfer is received, adherence to compliance of
SEBI circular of February 8, 2019. SECC Regulations is ensured.
As per SECC Regulations, NSE is required to ensure that at (i) Freeze their voting rights and all corporate action in respect
least 51% of the equity share capital is held by public i.e. not of 4.89%.
more than 49% to be held by TM/CM/their associates. However,
(ii) For not causing inconvenience to other bonafide
the shareholding threshold of 49% for Trading Member /
shareholders of NSE allow the transfer of partial stake
Clearing Member / their associates in NSE has been breached
in NSE between ‘Non- Public shareholders’ subject to
consequent to Life Insurance Corporation’s acquisition of 51%
fulfillment of certain conditions, criteria and limits.
controlling stake in IDBI Bank. The percentage of shareholding
in the hands of ‘Public’ category within the meaning of SCR (iii) Issue communications to the shareholders advising them
(SECC) Regulations, 2018 as on March 31, 2019 has reduced to strictly comply with SECC Regulations, 2018.
to 46.14% as against the minimum requirement of 51%. Your The communication to the shareholders has been done, as
Company had informed SEBI about the same. advised by SEBI.
SEBI has advised LIC to divest its holdings in NSE by 4.89% by
December 27, 2019, while inter- alia advising NSE to:
(11) Total fees for all services paid by NSE and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in
the network firm/network entity of which the statutory auditor is a part
The details regarding total fees for all services paid by NSE and its subsidiaries, on a consolidated basis, to the statutory auditor and
all entities in the network firm/network entity of which the statutory auditor is a part is as under:
C in crores
Sr No. Nature of fees paid by NSE to Statutory Auditor Amount paid to the Auditor
1 Audit fees 0.47
2 Limited review 0.15
3 Certification matters 0.06
4 Other services 0.60
Total 1.28
NSE 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.
X. PLANT LOCATIONS
None
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, 2019.
We, Vikram Limaye, Managing Director & CEO and Yatrik Vin, have disclosed to the auditors and the Audit Committee,
Chief Financial Officer of the National Stock Exchange of India deficiencies in the design or operation of such internal
Limited hereby certify to the Board that: controls, if any, of which we are aware and the steps we
have taken or propose to take to rectify these deficiencies.
a. We have reviewed financial statements and the cash flow
statement for the year ended on March 31, 2019 and that d. We have indicated to the auditors and the Audit committee
to the best of our knowledge and belief :
i. significant changes, if any, in internal control over
i. these statements do not contain any materially financial reporting during the year;
untrue statement or omit any material fact or contain
ii. significant changes, if any, in accounting policies during
statements that might be misleading;
the year and that the same have been disclosed in the
ii. these statements together present a true and fair view notes to the financial statements; and
of the Company’s affairs and are in compliance with
iii. instances of significant fraud of which we have become
existing accounting standards, applicable laws and
aware and the involvement therein, if any, of the
regulations.
management or an employee having a significant role
b. There are, to the best of our knowledge and belief, no in the Company’s internal control system over financial
transactions entered into by the company during the year reporting.
which are fraudulent, illegal or violative of the Company’s
code of conduct.
Vikram Limaye Yatrik Vin
c. We accept responsibility for establishing and maintaining
Managing Director & CEO Chief Financial Officer
internal controls for financial reporting and that we have
evaluated the effectiveness of internal control systems Mumbai
of the company pertaining to financial reporting and we May 16, 2019
To,
The Members,
National Stock Exchange of India Limited
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 March 31, 2019. In terms of Regulation 33 of the Securities Contracts (Regulation) (Stock Exchanges and Clearing
Corporations) Regulations, 2018, the disclosure requirements and corporate governance norms as specified for listed companies
have become mutatis mutandis applicable to a recognized 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.
We state that the compliance of conditions of Corporate Governance is the responsibility of the management, and our examination
was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of
the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements 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 the conditions of Corporate Governance as specified for listed company.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
B. Narasimhan
Place: Mumbai Partner
Date: April 30, 2019 FCS 1303 / CP No. 10440
To,
The Members,
National Stock Exchange Of India Limited,
Exchange Plaza, C-1,Block G. Bandra Kurla Complex
Bandra(East), Mumbai - 400051 .
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of NATIONAL STOCK
EXCHANGE OF INDIA LIMITED having CIN U67120MH1992PLC069769 and having registered office at Exchange Plaza, C-1,Block
G. Bandra Kurla Complex, Bandra(East), Mumbai - 400051 (hereinafter referred to as ‘the Company’), produced before us by the
Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause
10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN)
status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers. We
hereby certify that none of the Directors on the Board of the Company as stated below as of 31st March, 2019 have been debarred
or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry
of Corporate Affairs, or any such other Statutory Authority.
*Ms. Dharmishta Narendraprasad Raval term expired on 5th February, 2019 as per Regulation 24 of Securities Contracts (Regulation)
(Stock Exchanges and Clearing Corporations) Regulations, 2018. The approval by SEBI is awaited for re-nomination of term of Ms.
Dharmishta Raval as Public Interest Director, while she continues holding the post.
To,
The Members,
National Stock Exchange of India Limited,
Exchange Plaza, C-1, Block G,
Bandra Kurla Complex,
Bandra (East),
Mumbai 400051
We have conducted the Secretarial Audit of the compliance ii. The Securities Contracts (Regulation) Act, 1956 and the
of applicable statutory provisions and the adherence to good Rules made thereunder;
corporate practices by National Stock Exchange of India Limited
iii. The Depositories Act, 1996 and the Regulations and Bye-
(hereinafter called the ‘Stock Exchange’) for the audit period
laws framed thereunder;
from April 1, 2018 to March 31, 2019 (“the Audit Period”). The
Secretarial Audit was conducted in a manner that provided iv. Foreign Exchange Management Act, 1999 and the rules
us a reasonable basis for evaluating the corporate conducts / and regulations made thereunder to the extent of Foreign
statutory compliances and expressing our opinion thereon. Direct Investment;
Based on our verification of the Stock Exchange books, papers, v. The following Regulations and Guidelines prescribed under
minute books, forms and returns filed and other records the Securities and Exchange Board of India Act, 1992:
maintained by the Stock Exchange and also the information a. The Securities and Exchange Board of India
provided by the Stock Exchange, its officers, agents and (Listing Obligations and Disclosure Requirements)
authorized representatives during the conduct of Secretarial Regulations, 2015 to the extent applicable as a
Audit, we hereby report that in our opinion, the Stock Exchange Recognized Stock Exchange pursuant to Securities
has, during the Audit Period complied with the statutory Contracts (Regulation) (Stock Exchanges and Clearing
provisions listed hereunder and also that the Stock Exchange Corporations) Regulations, 2018;
has proper Board-processes and compliance-mechanism in
place to the extent, in the manner and subject to the reporting’s b. The Securities and Exchange Board of India (Prohibition
made hereinafter. of Insider Trading) Regulations, 2015;
We have examined the books, papers, minute books, forms, c. The Securities and Exchange Board of India (Registrars to
and returns filed, and other records maintained by the Stock an Issue and Share Transfer Agents) Regulations, 1993
Exchange for the Audit Period according to the provisions of: regarding the Companies Act and dealing with client;
i. The Companies Act, 2013 (‘the Act’) and the Rules made d. The Securities and Exchange Board of India (Issue of
thereunder; Capital and Disclosure Requirements) Regulations,
2018; and
e) The Securities and Exchange Board of India (Buyback of For BNP & Associates
Securities) Regulations, 2018; and Company Secretaries
[Firm Regn. No. P2014MH037400]
f) The Foreign Exchange Management Act, 1999 and the
Rules and Regulations made thereunder to the extent of
Overseas Direct Investment and External Commercial B. Narasimhan
Borrowings. Place: Mumbai Partner
Date: May 02, 2019 FCS 1303 / CP No. 10440
We further report that –
• The Board of Directors of the Stock Exchange is duly Note: This report is to be read with our letter of even date which
constituted with the proper balance of Executive is annexed as Annexure A and forms an integral part of this
Directors, Non-Executive Directors (Shareholders report.
To,
The Members,
National Stock Exchange of India Limited,
Our Secretarial Audit Report of even date is to be read along with this letter.
1. The compliance of provisions of all laws, rules, regulations, standards applicable to National Stock Exchange of India Limited
(the ‘Stock Exchange’) is the responsibility of the management of the Stock Exchange. Our examination was limited to the
verification of records and procedures on test check basis for the purpose of issue of the Secretarial Audit Report.
2. Maintenance of secretarial and other records of applicable laws is the responsibility of the management of the Stock Exchange.
Our responsibility is to issue Secretarial Audit Report, based on the audit of the relevant records maintained and furnished to us
by the Stock Exchange, along with explanations where so required.
3. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness
of the contents of the secretarial and other legal records, legal compliance mechanism and corporate conduct. The verification
was done on test check basis to ensure that correct facts as reflected in secretarial and other records were produced to us. We
believe that the processes and practices we followed, provides a reasonable basis for our opinion for the purpose of issue of the
Secretarial Audit Report.
4. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Stock Exchange.
5. Wherever required, we have obtained the management representation about the compliance of laws, rules and regulations and
major events during the audit period.
6. The Secretarial Audit Report is neither an assurance as to the future viability of the Stock Exchange nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Stock Exchange.
B. Narasimhan
Place: Mumbai Partner
Date: May 02, 2019 FCS 1303 / CP No. 10440
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 to the median remuneration of the employees of the Company for the
financial year is 80 X.
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, Company Secretary and Chief Financial
Officer in the financial year is 10%, 8% and 10% respectively.
iii. The percentage increase in the median remuneration of employees in the Financial year
The percentage decrease in the median remuneration of employees in the financial year is around 13.41%. The percentage
median has decreased mainly because 342 employees of NSE Infotech were absorbed on the rolls of NSE w.e.f. June 1, 2018.
v. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last
financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and
point out if there are any exceptional circumstances for increase in the managerial remuneration
The average percentile increase for the employees has been 10.86% as against 9.94% for the managerial personnel in the last
financial year. Apart from the performance based normal increment, there was no other exceptional salary revision was given
in FY 2018-19.
Note: KMPs under Companies Act and KMPs under SECC Regulations are considered as managerial personnel.
vi. Affirmation that the remuneration is as per the remuneration policy of the Company.
The remuneration is as per the remuneration policy of the Company.
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 represents gross remuneration less Company’s contribution to provident, Pension and superannuation funds, taxable value of perquisites, profession tax
and income tax. Where applicable, the amounts also include certain allowances accrued during previous year(s) but claimed in the current year.
2 Besides the above, leave encashment amounting to C2188165, C411488, C1150645, C29037, C2594801, C1903114, C370307, C1938951, C1164316 and C627612 was
paid to Mr. J. Ravichandran, Mr Mahesh Haldipur, Mr Ravi Varanasi, Mr Nagendra Kumar SRVS, Mr Yatrik Vin, Mr Nirmal Mohanty, Mr M Vasudev Rao, Mr V R Narasimhan,
Mr Sankarson Banerjee and Mr G M Shenoy respectively and interest on withheld variable pay for FY 2014-15 of C1140150 C299195 and C586296 was paid to Mr.J
Ravichandran, Mr Mayur Sindhwad and Mr V R Narasimhan respectively. Mr. V R Narasimhan was also paid C2730390 towards gratuity
3 Employees, whose names were marked with ‘#’ are Key Management Personnel under SCR (SECC) Regulations, 2018 of SEBI. The remuneration of employee marked
with ‘&’ excludes 50% of their Variable Pay to be paid on deferred basis after 3 years. For employees marked with ‘$’, remuneration received includes 50% variable pay
pertaining to earlier period namely Mr J Ravichandran (Gross C4279876 ; Net C2744256), Mr Mayur Sindhwad (Gross C1123113 ; Net C720143) and Mr V R Narasimhan
(Gross C2200829 ; Net C1500979)
4 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 was in permanent employment of the subsidiary’s
subsidiary company, M/s. NSE Infotech Services Limited till May 31, 2018.
5 None of the employees mentioned above is a relative of any Director.
6 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).
7 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.
8 The Company does not have any Employees Stock Option Plan(ESOP) Scheme for its employees.
To the Members of
National Stock Exchange of India Limited
Report on the Audit of the consolidated financial statements India in terms of the Code of Ethics issued by the Institute
as of and for the year ended March 31, 2019 of Chartered Accountants of India (“ICAI”) and the relevant
provisions of the Act, and we have fulfilled our other ethical
Opinion
responsibilities in accordance with these requirements.
1. We have audited the accompanying consolidated financial
We believe that the audit evidence we have obtained and
statements of National Stock Exchange of India Limited
the audit evidence obtained by the other auditors in terms
(hereinafter referred to as the ‘Holding Company”) and its
of their reports referred to in sub-paragraph 17 of the
subsidiaries (Holding Company and its subsidiaries together
Other Matters paragraph below, other than the unaudited
referred to as “the Group”), and its associates, (refer Note
financial statements/financial information as certified
39 to the attached consolidated financial statements),
by the management and referred to in sub-paragraph 18
which comprise the Consolidated Balance Sheet as at
of the Other Matters paragraph below, is sufficient and
March 31, 2019, and the Consolidated Statement of Profit
appropriate to provide a basis for our opinion.
and Loss, the Consolidated Statement of Changes in Equity
and the Consolidated Statement of Cash Flows for the Material uncertainty related to going concern
year then ended, and notes to the consolidated financial 4. A paragraph on material uncertainty related to going
statements, including a summary of significant accounting concern has been included in the Independent Auditor’s
policies and other explanatory information prepared based Report on the financial statements of NSE Infotech Services
on the relevant records, (hereinafter referred to as “the Limited, a subsidiary of the Holding Company, issued by
consolidated financial statements”). an independent firm of chartered accountants vide their
report dated April 23, 2019, reproduced by us as under:
2. In our opinion and to the best of our information and
“We draw attention to Note 1(a) of the company’s financial
according to the explanations given to us, the aforesaid
statements which indicates that the company has not
consolidated financial statements give the information
prepared financial statements on going concern basis
required by the Companies Act, 2013 (“the Act”) in
which indicates that a material uncertainty exists that may
the manner so required and give a true and fair view
cast a significant doubt on the company’s ability to continue
in conformity with the accounting principles generally
as a going concern. Our opinion is not modified in respect of
accepted in India, of the consolidated state of affairs
this matter.”*
of the Group and its associates as at March 31, 2019, of
*This note is included in Note 43 of the consolidated
consolidated total comprehensive income (comprising
financial statements.
profit and other comprehensive income), consolidated
Our opinion is not modified in respect of this matter.
changes in equity and its consolidated cash flows for the
year then ended. Emphasis of matter
5. We draw your attention to Note 34 (b) to the consolidated
Basis for opinion
financial statements, relating to the contingent liability,
3. We conducted our audit in accordance with the Standards
that describes the Orders issued by the Securities
on Auditing (SAs) specified under section 143(10) of the
and Exchange Board of India (SEBI) on April 30, 2019
Act. Our responsibilities under those Standards are further
wherein disgorgement/demand aggregating Rs. 687.47
described in the Auditor’s Responsibilities for the Audit of
crore (excluding interest thereon at 12% p.a. from April
the Consolidated Financial Statements section of our report.
1, 2014 till the actual date of payment for one order and
We are independent of the Group and its associates in
from September 11, 2015 till the actual date of payment
accordance with the ethical requirements that are relevant
for second order) has been raised against the Holding
to our audit of the consolidated financial statements in
Key audit matter How our audit addressed the key audit matter
Assessment of provisions made and contingent liabilities Our audit procedures related to legal and tax matters included–
disclosed with regard to legal and tax matters • Understanding and evaluating the design and operating
effectiveness of controls over the recognition,
[Refer Note 34 to the consolidated financial statements]
measurement, presentation and disclosures made in
As of March 31, 2019, the Holding Company has ongoing the consolidated financial statements in respect of these
proceedings with tax authorities involving certain direct and matters.
indirect tax matters including disallowance of certain expenses • Obtaining details of litigations on legal and direct and
under income tax, applicability of service tax on certain indirect tax matters.
services and various other ongoing litigations including claims • Reviewing orders and/or communications with regulatory
by its members and case filed by competitor against under authorities and management responses thereto.
Competition Appellate Tribunal. • Inspecting the supporting documents to evaluate
The Holding Company has assessed the above pending management’s assessment of probability of outcome of
litigations and proceedings and has made provisions, wherever ongoing proceedings, the magnitude of potential loss, if
required and disclosed the contingent liabilities, wherever any, and testing related provisions and disclosures made in
applicable, in its consolidated financial statements. the consolidated financial statements.
• Evaluating, along with the auditor’s experts, the status of
This area is considered as a key audit matter, as evaluation of the direct and indirect tax matters.
these matters requires management judgement and estimation, • Examining expert’s legal advice/opinion obtained by the
interpretation of laws and regulations and application of relevant Holding Company’s management for evaluating certain
judicial precedents to determine the probability of outflow of legal and tax matters.
economic resources, if any, and the recognition of provisions, • Assessing the adequacy of disclosures related to these
disclosure of contingent liabilities and related disclosures to be matters.
made in the consolidated financial statements. Based on our above procedures, the provisions recognised
by the Holding Company, and contingent liabilities disclosed
with regard to legal and tax matters is reasonable.
Key audit matter How our audit addressed the key audit matter
Legal matters and uncertain tax positions Audit procedures related to legal matters and uncertain tax
positions included–
As of March 31, 2019, the company has various ongoing
• Evaluating the design and operating effectiveness of
litigations on legal matters and proceedings with tax authorities
controls over the recognition, measurement, presentation
involving uncertain direct and indirect tax positions.
and disclosures made in the standalone financial
Refer note 33 and 34 to the standalone financial statements of statements in respect of these matters.
the company.* • Obtaining details of litigations on legal matters and
Uncertain direct and indirect tax positions uncertain direct and indirect tax positions.
• Reviewing orders and management responses thereto.
There are various direct and indirect tax cases against the • Inspecting the supporting documents to evaluate
company, including disallowance of certain expenses under management’s assessment of probability of outcome of
income tax, applicability of service tax on certain services etc. ongoing proceedings, the magnitude of potential loss, if
This is a key audit matter, as evaluation of these matters requires any, and testing related provisions and disclosures made in
management judgement and estimation, interpretation of laws the standalone financial statements.
and regulations and application of relevant judicial precedents • Reviewing expert’s legal advice/opinion obtained by the
to determine the probability of outflow of economic resources, company’s management for evaluating certain legal and
if any, provisions and related disclosures to be made in the tax matters.
standalone financial statements. • Evaluating competence and capabilities of the experts.
(f) With respect to the adequacy of internal financial controls For Price Waterhouse & Co Chartered Accountants LLP
with reference to consolidated financial statements Firm Registration Number: 304026E / E- 300009
of the Group and the operating effectiveness of such
controls, refer to our separate report in Annexure A.
Sumit Seth
(g) With respect to the other matters to be included in
Partner
the Auditor’s Report in accordance with Rule 11 of
Membership Number 105869
the Companies (Audit and Auditor’s) Rules, 2014,
in our opinion and to the best of our information and
according to the explanations given to us and based on Place: Mumbai
the consideration of the report of the other auditors on Date: May 16, 2019
Report on the internal financial controls with reference to section 143(10) of the Companies Act, 2013, to the extent
consolidated financial statements under Clause (i) of sub- applicable to an audit of internal financial controls, both
section 3 of section 143 of the Act applicable to an audit of internal financial controls and both
1. In conjunction with our audit of the consolidated financial issued by the ICAI. Those Standards and the Guidance Note
statements of the Holding Company as of and for the require that we comply with ethical requirements and plan
year ended March 31, 2019, we have audited the internal and perform the audit to obtain reasonable assurance about
financial controls with reference to consolidated financial whether adequate internal financial controls with reference
statements of National Stock Exchange of India Limited to consolidated financial statements was established and
(hereinafter referred to as “the Holding Company”) and its maintained and if such controls operated effectively in all
subsidiary companies and its associate companies which material respects.
are companies incorporated in India, as of that date. 4. Our audit involves performing procedures to obtain audit
Management’s responsibility for internal financial controls evidence about the adequacy of the internal financial
2. The respective Board of Directors of the Holding company, controls system with reference to consolidated financial
its subsidiary companies and its associate companies, to statements and their operating effectiveness. Our audit of
whom reporting under clause (i) of sub section 3 of Section internal financial controls with reference to consolidated
143 of the Act in respect of the adequacy of the internal financial statements included obtaining an understanding
financial controls over financial reporting is applicable, of internal financial controls with reference to consolidated
which are companies incorporated in India, are responsible financial statements, assessing the risk that a material
for establishing and maintaining internal financial controls weakness exists, and testing and evaluating the design
based on internal control over financial reporting criteria and operating effectiveness of internal control based on
established by the Company considering the essential the assessed risk. The procedures selected depend on
components of internal control stated in the Guidance the auditor’s judgement, including the assessment of the
Note on Audit of Internal Financial Controls Over Financial risks of material misstatement of the financial statements,
Reporting issued by the Institute of Chartered Accountants whether due to fraud or error.
of India (“ICAI”). These responsibilities include the design, 5. We believe that the audit evidence we have obtained and
implementation and maintenance of adequate internal the audit evidence obtained by the other auditors in terms
financial controls that were operating effectively for of their reports referred to in the Other matters paragraph
ensuring the orderly and efficient conduct of its business, below, is sufficient and appropriate to provide a basis
including adherence to the respective company’s policies, for our audit opinion on the Holding Company’s internal
the safeguarding of its assets, the prevention and detection financial controls system with reference to consolidated
of frauds and errors, the accuracy and completeness of the financial statements.
accounting records, and the timely preparation of reliable
Meaning of internal financial controls with reference to
financial information, as required under the Act.
consolidated financial statements
Auditor’s responsibility 6. A company’s internal financial control with reference to
3. Our responsibility is to express an opinion on the Holding consolidated financial statements is a process designed
Company’s internal financial controls with reference to to provide reasonable assurance regarding the reliability
consolidated financial statements based on our audit. of financial reporting and the preparation of financial
We conducted our audit in accordance with the Guidance statements for external purposes in accordance with
Note on Audit of Internal Financial Controls Over Financial generally accepted accounting principles. A company’s
Reporting (the “Guidance Note”) issued by the ICAI and internal financial control with reference to consolidated
the Standards on Auditing deemed to be prescribed under financial statements includes those policies and
This is the Consolidated Balance sheet refered to in our report of even date
For Price Waterhouse & Co Chartered Accountants LLP For and on behalf of the Board of Directors
Chartered Accountants
Firm’s Registration no : 304026E / E-300009
This is the Consolidated Statement of Profit & loss referred to in our report of even date
For Price Waterhouse & Co Chartered Accountants LLP For and on behalf of the Board of Directors
Chartered Accountants
Firm’s Registration no : 304026E / E-300009
Balance as at 01.04.2017 35.50 6,905.38 72.06 - 63.89 7,076.84 85.51 0.28 (2.50) 83.29 7,160.13 - 7,160.13
Other Comprehensive Income - (0.91) - - - (0.91) 6.67 (14.82) 0.29 (7.86) (8.77) - (8.77)
Fund
Incentive paid/payable
capacity as owners
distribution tax)
Balance as at 31.03.2018 35.50 7,121.66 0.00 3.58 63.89 7,224.63 92.18 (14.54) (2.21) 75.43 7,300.06 - 7,300.06
(B) OTHER EQUITY (H in Crores)
Particulars Reserves and Surplus Other Reserves Total Non Total
Securities Retained CSR Liquidity Other Total FVOCI FVOCI debt Foreign Total other Controlling other
premium earnings Reserve Enhancement reserves** Reserves equity instruments Currency other Equity Interests Equity
reserve * Scheme Incentive (Refer and instruments Translation reserves
Reserve Note 13b) Surplus Reserve
Balance as at 01.04.2018 35.50 7,121.66 0.00 3.58 63.89 7,224.63 92.18 (14.54) (2.21) 75.43 7,300.06 - 7,300.06
Profit for the period - 1,708.04 - - - 1,708.04 - - - - 1,708.04 - 1,708.04
Other Comprehensive Income - (2.91) - - - (2.91) (1.09) 2.87 6.20 7.98 5.07 - 5.07
Appropriation to Core Settlement - (11.30) - - - (11.30) - - - - (11.30) - (11.30)
Guarantee Fund (net of tax)
Appropriation to Settlement (250.00) - - - (250.00) - - - - (250.00) - (250.00)
Guarantee Fund (SGF)-
Commodity derivatives
Contribution to Investor - - - - - - - - (0.01) (0.01) (0.01) - (0.01)
Protection Fund
Transfer to Liquidity - (12.11) - 12.11 - - - - - - - - -
Enhancement Scheme Incentive
Reserve
Liquidity Enhancement Scheme - 14.18 - (14.18) - - - - - - - - -
Incentive paid/payable
Transaction with owners in - -
their capacity as owners
Dividend paid (including dividend - - - - (1,014.47) - - - - (1,014.47) - (1,014.47)
distribution tax) (1,014.47)
Non-Controlling Interest on - - - - - - - - - 1.37 1.37
acquisition of subsidiary
Balance as at 31.03.2019 35.50 7,553.09 0.00 1.51 63.89 7,653.99 91.09 (11.67) 3.98 83.40 7,737.39 1.37 7,738.76
The above consolidated statement of changes in equity should be read in conjuction with the accompanying notes
As per our report attached
For Price Waterhouse & Co Chartered Accountants LLP For and on behalf of the Board of Directors
Chartered Accountants
Firm’s Registration no : 304026E / E-300009
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 6,244.14 7,927.75
CASH AND CASH EQUIVALENTS AT END OF THE YEAR * 6,592.61 6,244.14
* Includes amount received from members towards settlement obligation and
margin money. (Refer Note 11 & 16)
NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENT 348.47 (1,683.61)
Reconciliation of cash and cash equivalents as per the cash flow statement
Cash and cash equivalents as per above comprise of the following
Cash and cash equivalents 6,592.61 6,244.14
Bank overdrafts - -
Balances per statement of cash flows 6,592.61 6,244.14
The above Consolidated Statement of Cash Flows 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 Price Waterhouse & Co Chartered Accountants LLP For and on behalf of the Board of Directors
Chartered Accountants
Firm’s Registration no : 304026E / E-300009
The consolidated financial statements relates to the Parent Company, its subsidiary companies and associates (collectively referred
to as “the Group”).
The financial statements for the year ended March 31, 2019 has been approved by the Board of directors of the Company in
their meeting held on May 16, 2019.
The acquisition method of accounting is used to account for business combinations by the group.
The group combines the financial statements of the parent and its subsidiaries line by line adding together like items
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement
of profit and loss, consolidated statement of changes in equity and balance sheet respectively.
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.
iii)
Joint Arrangements
Under Ind AS 111 Joint Arrangements, investments in joint arrangements are classified as either joint operations or
joint ventures. The classification depends on the contractual rights and obligations of each investor, rather than the
legal structure of the joint arrangement.
Interests in joint ventures are accounted for using the equity method (see (iv) below), after initially being recognised at
cost in the consolidated balance sheet.
iv)
Equity method
Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to
recognise the group’s share of the post - acquisition profits or losses of the investee in profit and loss, and the group’s
share of other comprehensive income of the investee in other comprehensive income. Dividends received or receivable
from associates and joint ventures are recognised as a reduction in the carrying amount of the investment.
When the group’s share of losses in an equity accounted investment equals or exceeds its interest in the entity,
including any other unsecured long-term receivables, the group does not recognise further losses, unless it has
incurred obligations or made payments on behalf of the other entity.
Unrealised gains on transactions between the group and its associates and joint ventures are eliminated to the extent
of the group’s interest in these entities. Unrealised losses are also eliminated unless the transaction provides evidence
of an impairment of the asset transferred. Accounting policies of equity accounted investees have been changed where
necessary to ensure consistency with the policies adopted by the group.
The carrying amount of equity accounted investments are tested for impairment in accordance with the policy described
in note (i) below
When the group ceases to consolidate or equity account for an investment because of a loss of control, joint control
or significant influence, any retained interest in the entity is remeasured to its fair value with the change in carrying
amount recognised in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently
accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously
recognised in other comprehensive income in respect of that entity are accounted for as if the group had directly
disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive
income are reclassified to statement of profit or loss.
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the
date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported
as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as
equity instruments held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss
and translation differences on non-monetary assets such as equity investments classified as FVOCI are recognised in other
comprehensive income.
• assets and liabilities are translated at the closing rate at the date of that balance sheet;
• income and expenses are translated at average exchange rates (unless this is not a reasonable approximation of the
cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at
the dates of the transactions); and
• all resulting exchange differences are recognised in other comprehensive income.
On consolidation, exchange differences arising from the translation of any net investment in foreign entities are recognised
in other comprehensive income. When a foreign operation is sold, the associated exchange differences are reclassified to
statement of profit or loss, as part of the gain or loss on sale.
Revenue is recognised upon transfer of control of promised goods or services to customers in an amount that reflects the
consideration which the Group expects to receive in exchange for those goods or services. The Group recognises revenue in the
period in which it satisfies its performance obligation by transferring promised goods or services to the customer. The sources
of revenue and Group’s accounting policy are as follows:
(i) Transaction charges – revenue in respect of trading transactions on exchanges is recognised in accordance with the Group’s fee
scales at a point in time as an when the transaction is completed.
(ii) Listing fees - Revenue for listings fees is recognized when the listing event has taken place and on a straight-line basis over the
period to which they relate.
(iii) Book building fees – revenue is recognised at a point in time on completion of the book building process.
(v) Subscription and other fees related to data feed and licensing services – revenue is recognised over a period of time to which
the fee relates.
(vi) Other services – all other revenue is recognised in the period in which the performance obligation is satisfied over a period of
time or point in time.
The Group considers the terms of the contract in determining the transaction price. The transaction price is based upon the
amount the Group expects to be entitled to in exchange for transferring of promised goods and services to the customer after
deducting allowances and incentives such as discounts, volume rebates etc. Revenue excludes any taxes and duties collected
on behalf of the government.
In respect of members who have been declared as defaulters by the Group, all amounts (dues) remaining to be recovered from
such defaulters, net of available security and insurance cover available if any, till the date of being declared as defaulters are
written off as bad debts. All subsequent recoveries are accounted when received.
Penal charges in respect of shortages due from the respective member is recognised in profit and loss as part of other revenue
to the extent such charges are recoverable in the period of declaration of default.
Insurance claims where quantum of accrual cannot be ascertained with reasonable certainty, are accounted on acceptance
basis.
(d) 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.
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.
The carrying amount of deferred tax assets are reviewed at the end of each reporting period and are recognised only if it is
probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities are not recognised for temporary differences between the carrying amount and tax bases of investments
in subsidiaries, associates and interest in joint arrangements where the Group is able to control the timing of the reversal of the
temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Deferred tax assets are not recognised for temporary differences between the carrying amount and tax bases of investments
in subsidiaries, associates and interest in joint arrangements where it is not probable that the differences will reverse in the
foreseeable future and taxable profit will not be available against which the temporary difference can be utilised.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities
and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where
the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the
liability simultaneously.
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other
comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in
equity, respectively.
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 consolidated statement of profit and loss if the dividend
itself is charged to statement of profit and loss. If the dividend is recognised in equity, the presentation of dividend distribution
tax is recognised in equity. The dividend distribution tax paid by the subsidiaries for which the set off has been availed by the
Parent company has been recognized in equity.
(f) 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.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited
exceptions, measured initially at their fair values at the acquisition date. The Group recognizes any non-controlling interest in
the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s proportionate
share of the acquired entity’s net identifiable assets.
over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair
value of the net identifiable assets of the business acquired, the difference is recognised in other comprehensive income and
accumulated in equity as capital reserve provided there is clear evidence of the underlying reasons for classifying the business
combination as a bargain purchase. In other cases, the bargain purchase gain is recognised directly in equity as capital reserve.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their
present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at
which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are
subsequently remeasured to fair value with changes in fair value recognised in profit or loss.
If the business consideration is achieved in stages, the acquisition date carrying value of the acquirers previously held equity
interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement
are recognised in profit or loss or other comprehensive income, as appropriate.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive
income. For investments in debt instruments, this will depend on the business model in which the investment is held. For
investments in equity instruments, this will depend on whether the Group has made an irrevocable election at the time
of initial recognition to account for the equity investment at fair value through other comprehensive income. The Group
reclassifies debt investments when and only when its business model for managing those assets changes.
(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.
(ii)
Initial recognition and measurement
Financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument.
Financial liabilities are initially measured at the amortised cost unless at initial recognition, they are classified as fair value
through profit and loss.
(iv) Derecognition
A financial liability is derecognised when the obligation specified in the contract is discharged, cancelled or expires.
(m) 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.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured
reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other
repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.
The property, plant and equipment including land acquired under finance leases is depreciated over the asset’s useful life or the
lease term if there is no reasonable certainty that the Group will obtain ownership at the end of the lease term.
The useful lives for computer systems office automation, computer systems – others, computer software, telecommunication
systems, trading systems and clearing & settlement systems have been determined based on technical evaluation done by the
management’s expert which are lower than those specified by Schedule II to the Companies Act, 2013, in order to reflect the
actual usage of the assets. The residual values are not more than 5% of the original cost of the asset. The asset’s residual values
and useful lives are reviewed, and adjusted on a prospective basis if appropriate, at the end of each reporting period.
In case of subsidiary company NSEIT Limited, fixed assets are depreciated as per the useful life specified under schedule II to
Companies Act 2013 except the furniture and fixtures, electrical installation and office equipment including civil improvements
at leased premises which are depreciated over the lease period.
Investment properties are depreciated using the straight-line method over their estimated useful lives. Investment properties
generally have a useful life of 60 years.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-
generating units or groups of cash-generating units that are expected to benefit from the business combination in which
the goodwill arose. The units or groups of units are identified at the lowest level at which goodwill is monitored for internal
management purposes, which in our case are the operating segments.
At the end of each reporting period, provisions are measured at the present value of management’s best estimate of the
expenditure required to settle the present obligation at a future date. The discount rate used to determine the present value
is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The
increase in the provision due to the passage of time is recognised as interest expense.
The obligations are presented as current liabilities in the balance sheet since the Group does not have an unconditional
right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is
expected to occur.
(v)
Bonus plans
The Group recognises a liability and an expense for bonuses. The Group recognises a provision where contractually obliged
or where there is a past practice that has created a constructive obligation.
In case of the Parent Company and one of the subsidiary company, SEBI has laid down certain norms in terms of the
compensation policy for the key management personnel which are as under :
A. The variable pay component will not exceed one third of the total pay.
B. 50% of the variable pay will be paid on a deferred basis after three years.
(w) 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.
As per SEBI guidelines, the Group invests balances in Core Settlement Guarantee Fund in prescribed category of securities
which are earmarked/restricted and income earned on such investments are attributed directly and credited to the fund balance.
Fines and penalties recovered by the Group from members are also directly attributed and credited to the fund balance.
The Group records a loss in its Statement Profit and Loss in case of a default event, as per the default waterfall defined under
the SEBI regulations, including by utilization of the Core Settlement Guarantee Fund balance. (Refer note 37).
(ab) Reclassification
Previous year figures have been reclassified / regrouped wherever necessary.
The new standard is mandatory for financial years commencing on or after 1 April 2019. The standard permits either a full
retrospective or a modified retrospective approach for the adoption.
The Group is in the process of assessing the detailed impact of Ind AS 116. Presently, the Group is not able to reasonably
estimate the impact that application of Ind AS 116 is expected to have on its financial statements.
The amendment clarifies that an entity shall recognise the income tax consequences of dividends in profit or loss, other comprehensive
income or equity according to where the entity originally recognised those past transactions or events.
Effective date for application of this amendment is annual period beginning on or after April 1, 2019. The Group does not expect any
material impact from this pronouncement on its financial statements. It is relevant to note that the amendment does not amend
situations where the entity pays a tax on dividend which is effectively a portion of dividends paid to taxation authorities on behalf of
shareholders. Such amount paid or payable to taxation authorities continues to be charged to equity as part of dividend, in accordance
with Ind AS 12. Accordingly, the Group will continue to recognize dividend distribution tax paid on distribution of dividend to its equity
shareholders as part of dividend within equity, pending any further clarification.
Note 2.1 : Includes investment property for which cost and fair value details are as follows: (H in Crores)
Particulars 31.03.2019 31.03.2018
Net carrying amount of investment property 4.30 4.41
Fair value of investment property 65.73 63.84
Depreciation 0.10 0.10
Rental income 4.96 4.72
Note 2.2: Capital and other Contractual committment Refer note 33
Estimation of fair value
The group obtains independent valuations / quotations for its investment property. The best evidence of fair value is current prices in an active market for
similar property.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
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 Rs.65.59 crores relates to the index licensing services business of the Group, Rs.1.76 crores relates to datafeed services
and Rs.55.83 crores relates to IT security 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.
The Group has carried out annual goodwill impairment assesment as at March 31, 2019 and March 31, 2018. 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, 2019 and March 31, 2018.
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
Balanced Funds
HDFC Prudence Fund - Direct - Growth - - 93,270 4.72
L&T Hybrid Equity - Direct - Growth 58,49,538 16.27 14,48,145 3.90
ICICI Prudential Equity & Debt Fund - Direct - Growth 12,50,437 18.02 3,65,422 4.84
Aditya Birla Sunlife Balanced 95 Fund - Direct - Growth 2,03,120 16.47 50,075 3.90
SBI Equity Hybrid Fund - Direct - Growth 12,05,968 17.15 3,02,971 3.90
HDFC Balanced Fund - Direct - Growth - - 2,56,209 3.91
TATA Hybrid Equity - Direct - Growth 7,47,600 16.67 1,86,744 3.91
HDFC Balance Advantage Fund - Direct - Growth 8,83,484 18.47 - -
HDFC Hybrid Equity Fund - Direct - Growth 30,10,463 17.07 - -
Total quoted mutual funds 650.78 517.19
5.2 This represents amounts transferred in a separate bank account towards transaction charges and colocation services based on
SEBI directives which have been subsequently invested in deposits with financial institutions (Refer Note 34 (b))
6.1 This represents amounts transferred in a separate bank account towards transaction charges and colocation services based on
SEBI directives which have been subsequently invested in deposits with financial institutions (Refer Note 34 (b))
7.1 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 Rs.5.39 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 Rs. 6.76
crores net of recoveries from members amounting to Rs. 5.39 crores disclosed under contingent liability (Refer note: 34 (e))
9.1 This represents investment made from amounts transferred in a separate bank account towards transaction charges and colocation services
based on SEBI directives after taking Board’s approval. These investments costing Rs.1,532.77 crores (fair value Rs.1579.76 crores) as of March
31, 2019 (March 31, 2018 : Rs. 1,117.21 crores (fair value Rs.1152.56 crores) have been earmarked / restricted pursuant to the SEBI directive in
the colocation matter [Refer also Note 34 (b)].
10.1 Trade receivables are secured against deposits and margin money received from members (Refer note: 24 and 16).
Note 11 : CASH AND CASH EQUIVALENTS (H in Crores)
Particulars 31.03.2019 31.03.2018
Balances with banks :-
In current accounts 423.86 1,450.66
Balance held for the purpose of meeting short term cash commitments (Refer note 11.1) 6,091.97 4,521.30
Earmarked balances towards Core Settlement Guarantee Fund 76.77 272.17
Cash on hand 0.01 0.01
6,592.61 6,244.14
11.1 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. Balance in current accounts also includes amount received from members towards settlement obligations.
(Refer note 16).
Note 12 : BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS (H in Crores)
Particulars 31.03.2019 31.03.2018
Restricted Balances with banks :
In current accounts 0.11 0.10
in fixed deposits(Refer note 12.1 and 12.2) 571.39 82.39
Fixed deposits
- with original maturity for more than 3 months but less than 12 months 44.69 56.31
- with maturity of less than 12 months at the balance sheet date 392.32 516.60
Earmarked Deposits:
Fixed deposits
- with original maturity for more than 3 months but less than 12 months 0.74 15.40
(Refer note 12.3)
- with original maturity for more than 3 months but less than 12 months towards SGF 205.53 136.00
for Commodity Segment
- with maturity of less than 12 months at the balance sheet date towards Core 1,536.64 1,121.23
Settlement Guarantee Fund
Note 12 : BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS (H in Crores)
Particulars 31.03.2019 31.03.2018
- with maturity of less than 12 months at the balance sheet date towards SGF for 13.47 -
Commodity Segment
- with maturity of less than 12 months at the balance sheet date (Refer note 12.3) 183.18 172.91
2,948.07 2,100.94
12.1 This represents amounts transferred in a separate bank account towards transaction charges and colocation services based
on SEBI directives which have been subsequently invested in Fixed Deposits with banks (Refer Note 34 (b)) and one of the
subsidiary company has kept balance towards Core Settlement Guarantee Fund (Refer Note 37).
12.2 The amount includes Rs 2.51 crores towards amount placed as a fixed deposit by NSE Foundation.
12.3 Earmarked deposits are restricted and includes deposits towards listing entities, defaulter members, investor service funds
and other deposits.
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 31.03.2019 As at 31.03.2018
(Numbers (H in (Numbers (H in
in Crores) Crores) in Crores) Crores)
At the beginning of the year (Face value of Re.1 each) 49.50 49.50 49.50 49.50
Changes in equity share capital during the year - - - -
At the end of the year 49.50 49.50 49.50 49.50
Details of shareholders holding more than 5% share in the Company (No. of Shares)
Particulars 31.03.2019 31.03.2018
Life Insurance Corporation of India 6,19,13,500 6,19,13,500
State Bank of India - 2,57,12,500
(H in Crores)
Particulars 31.03.2019 31.03.2018
* Includes General Reserves 4,441.04 4,441.04
CSR Reserves:
In the previous year ended March, 31 2017 the group had created CSR Reserve to undertake CSR activities and transferred unspent
amount from Retained earnings to CSR Reserve. During the previous year ended March, 31 2018, the Group has contributed amount
of Rs 72.06 crores to NSE Foundation (Section 8 company of the group) towards contribution for CSR activities. Accordingly, CSR
reserve created during previous year has been credited to Retained Earning.
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.
Note 1 : The Board of Directors, in their meeting held on May 5, 2017, proposed a dividend of Rs.12.25 /- per equity share which
has been approved by the shareholders at the Annual General Meeting held on August 4, 2017 and on November 3, 2017 declared
an interim dividend of Rs.7 per equity share of Rs.1/- each of the Company. The total dividend paid during the year ended March 31,
2018 amounts to Rs.952.88 crores excluding dividend distribution tax Rs.169.57 crores.
Note 2 : The Board of Directors, in their meeting held on May 4, 2018, proposed a dividend of Rs.7.75 /- per equity share which has
been approved by the shareholders at the Annual General Meeting held on August 3, 2018 and on October 31, 2018 declared an
interim dividend of Rs.9.25 per equity share of Rs.1/- each of the Company. The total dividend paid during the year ended March 31,
2019 amounts to Rs.841.50 crores excluding dividend distribution tax Rs.154.54 crores.
16.1 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)
(b) Reconciliation of tax expense and the accounting profit multiplied by India’s tax rate: (H in Crores)
Particulars 31.03.2019 31.03.2018
Profit before income tax expense 2,576.21 2,197.04
Tax rate (%) 34.944% 34.608%
Tax at the Indian Tax Rate 900.23 760.35
Tax effect of amounts which are not deductible / (taxable) in calculating taxable income
Dividend income (0.08) (0.27)
Interest on tax free bonds (24.37) (23.96)
Expenditure related to exempt income 8.07 9.29
Net (gain)/loss on financial assets mandatorily measured at fair value through profit or (7.26) (3.70)
loss
Profit on sale of investments taxed at other than statutory rate (11.04) (6.69)
Specific Tax deductions (2.06) (1.46)
Profits of associates taxed at different rate (15.40) (5.82)
Impairment losses on financial assets 28.00 (5.04)
Others (7.92) 12.87
Income Tax Expense 868.17 735.57
(f) 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 31.03.2019 31.03.2018
The taxable temporary differences relating to investment in subsidiaries with respect to
undistributed earnings for which a deferred tax liability has not been created:
Undistributed Earnings 1,341.94 1,290.87
Unrecognised deferred tax liabilities relating to the above temporary differences 275.87 265.37
(g) Deferred tax assets are not recognised for temporary differences where it is not probable that the differences will reverse in
the foreseeable future and taxable profits will not be available against which the temporary difference can be utilized. The
Group has not recognized deferred tax assets of Rs.33.92 crores in respect of tax effect on intragroup transactions of its various
subsidiaries as based on management’s projections of future taxable income and existing plans as it is not probable that such
difference will reverse in the foreseeable future.
25.1
Reconciliation of revenue recognised with contract price :
Contract Price 2,761.36 -
Adjustments for Contract liabilities (13.02) -
Revenue from contracts with customers 2,748.34 -
25.2 Includes revenue from Transaction charges amounting to Rs. 924.74 crores (Previous year : Rs. 717.90) kept in separate
bank account based on SEBI directive which have been subsequently invested in fixed deposits, inter corporate deposits,
mutual funds and debentures. [Refer Note 4.1, 5.2, 9.1, 12.1 & 34(b)]
25.3 Pertains to revenue from Colocation services amounting to Rs.136.97 crores (Previous year : Rs.103.56) kept in separate
bank account based on SEBI directive which have been subsequently invested in fixed deposits, inter corporate deposits,
mutual funds and debentures. [Refer Note 4.1, 5.2, 9.1, 12.1 & 34(b)]
25.4 Represent income generated from sources of fund related to operating activity of the Group.
26.1 This includes amount of Rs.Nil reclassified from other comprehensive income on account of sale of investments for the year
ended March 31, 2019 (March 31, 2018 : Rs.1.93 crores)
Note :
Payment to auditors
As auditors :
Audit fees 0.83 0.72
Tax audit fee 0.10 0.07
Limited review 0.21 0.20
In other capacities
Taxation matters 0.15 0.11
Certification matters 0.09 0.06
Other services 0.16 0.22
Total 1.54 1.38
28.1 It represents contribution to National Stock Exchange Investor Protection fund trust formed as required under SEBI regulation.
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.
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 31.03.2019 31.03.2018
Group's contribution to the provident fund 6.37 6.94
Interest shortfall liability 2.27 NIL
Assumptions used in determining the present value obligation of the interest rate guarantee are (H in Crores)
as follows:
Particulars 31.03.2019 31.03.2018
a. Approach used Deterministic Deterministic
b. Increase in compensation levels 8.00% 8.00%
c. Discount Rate 7.48% 7.68%
d. Attrition Rate 12.00% 12.00%
e. Weighted Average Yield 8.15% 8.90%
f. Weighted Average YTM 8.10% 8.85%
g. Reinvestment Period on Maturity 5 years 5 years
h. Mortality Rate Indian Assured Indian Assured
Lives Mortality Lives Mortality
(2006-08) (2006-08)
Ultimate Ultimate
i. Total PF assets as on date of valuation (Rs in Crores) 96.35 64.61
(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 31.03.2018
Present Value Fair Value of Total
of Obligation Plan Assets
At the beginning of the year 31.78 (15.94) 15.84
Current service Cost 3.54 - 3.54
Interest cost / (income) 2.34 (1.21) 1.13
Expenses recognised in the Statement of Profit & Loss 5.88 (1.21) 4.67
Remeasurements
Return on plan assets - (0.12) (0.12)
Actuarial (gains)/losses on obligations - due to change in (0.37) - (0.37)
demographic assumptions
Actuarial (gains)/losses on obligations - due to change in (1.09) - (1.09)
financial assumptions
Actuarial (gains)/losses on obligations - due to experience 2.66 - 2.66
Net (income)/expense for the period recognized in OCI 1.20 (0.12) 1.08
Employer Contributions - (6.26) (6.26)
Liability transferred - - -
Benefits paid (2.75) 2.75 -
At the end of the year 36.11 (20.78) 15.33
(ii) The net liability disclosed above relates to funded plans are as follows:
(H in Crores)
Particulars 31.03.2019 31.03.2018
Fair value of plan assets as at the end of the year (30.47) (20.78)
Liability as at the end of the year 43.57 36.11
Net (liability) / asset 13.10 15.33
Non Current Portion (8.12) (11.11)
Current Portion (4.98) (4.22)
1: Trading services : This part of the business offers services related to trading in equity, equity derivatives, debt,
currency derivatives and commodity derivatives segments. Revenue includes transaction charges, listing and book
building fees, revenue from data centre charges etc.
2: Clearing Services: This part of business offers services related to dissemination of price, volume, order book and
trade data relating to securities and various indices to the stock and commodity brokers.
3: Datafeed Services: This part of business offers services related to dissemination of price, volume, order book and
trade data relating to securities and various indices to the stock and commodity brokers.
4: Index Licensing Fees: This part of the business is primary provider of indices and related products and services to
various participants in capital market in India.
5: Strategic Investments: This part of business is related to making or holding all strategic investments in the equity
shares and / or other securities of various group companies.
6: Other segments includes End to End Solution, E-learning Solutions, Web Trading, IT services, IT Process Support
charges, Software application development, and IT security services. The results of these operations are included in
the “all other segments”. This column includes head office and group services.
The segment information presented is in accordance with the accounting policies adopted for preparing the consolidated
financial statements of the Group. Segment revenues, expenses and results include inter-segment transfers. Such transfers
are undertaken either at competitive market prices charged to unaffiliated customers for similar goods or at contracted
rates. These transfers are eliminated on consolidation.
The previous year figures have been reclassified to conform with current year disclosure classifications.
Investments held by the Group are not considered to be segment assets but are managed by the central 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 Assets include amount pertaining to Core SGF maintained by NSE Clearing Limited, NSE IFSC Clearing
Corporation Limited (NSE IFSC CC) as follows:
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:
(a) Names of the related parties and related party relationships
Sr. Related Party Nature of Relationship Principal Activities % Holding
No.
1 Power Exchange India Limited Associate Company Trading Facility in power 30.95%
2 NSDL e-Governance Associate Company E-Governance Solutions 25.05%
Infrastructure Limited
3 National Securities Depository Associate Company Depository Services 24.00%
Limited
4 Computer Age Management Associate Company Mutual Fund Transfer Agency 44.99% upto
Services Private Limited 05.09.2018 & 37.50%
w.e.f. 06.09.2018
5 Market Simplified India Limited Joint Venture Company Software Industry 30.00%
6 CAMS Investor Services Private Subsidiary of Associate Mutual Fund Transfer Agency 44.99% upto
Limited Company 05.09.2018 & 37.50%
w.e.f. 06.09.2018
7 NSDL Database Management Subsidiary of Associate Depository Services 24.00%
Limited Company
8 BFSI Sector Skill Council of India Associate Company Skill Council 49.00%
9 Receivables Exchange of India Associate Company Online Platform for financing 30.00%
Limited receivables (TReDS)
Market Simplified India Limited (formerly known at INXS Technologies Limited) (H in Crores)
Particulars 31.03.2019 31.03.2018
Nature of Transactions
License Fees paid/ payable 0.71 0.76
Closing balances (Credit) / Debit (0.11) -
Key Management Personnel - Mr. Vikram Limaye - Managing Director (w.e.f. 17-Jul-2017) (H in Crores)
Particulars 31.03.2019 31.03.2018
Nature of Transactions -
Short-term employee benefits 7.09 3.89
Post-employment benefits(Refer note 32.2) 0.24 0.15
Long-term employee benefits(Refer note 32.1) 0.77 -
Total Remuneration 8.10 4.04
Key Management Personnel - Mr. J. Ravichandran - CEO - Incharge (upto 16-Jul-2017) (H in Crores)
Particulars 31.03.2019 31.03.2018
Nature of Transactions
Short-term employee benefits - 1.51
Post-employment benefits(Refer note 32.2) - 0.12
Long-term employee benefits(Refer note 32.1) - 0.18
Total Remuneration - 1.81
32.1 includes 50% of the variable pay payable after 3 years subject to certain conditions,
32.2 As the liabilities for defined benefit plan are provied on actuarial 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, 2019 and March 31, 2018. The Group has not
recorded any impairment of receivables relating to amount owed by related parties.
33. CAPITAL AND OTHER COMMITMENTS (H in Crores)
Particulars 31.03.2019 31.03.2018
Estimated amount of contracts remaining to be executed on capital account (net of 102.88 29.87
advances) and not provided
Network infrastructure charges - 53.80
Other commitments (Primarily in respect of operating expenses and Investor education 199.95 102.17
expenses)
b) Securities and Exchange Board of India (SEBI) had directed NSE to carry out an investigation including forensic examination
by independent external agencies in respect of certain aspects of NSE’s Colocation facility. NSE got the investigation
carried out and submitted the reports to SEBI. Further, SEBI had directed that pending completion of the investigations,
all revenues emanating from the colocation facility with effect from September 2016 be transferred to a separate bank
account. Accordingly, as of March 31, 2019, an amount of Rs.2,258.71 crores (March 31, 2018 Rs.1,197.26 crores) was
transferred to a separate bank account and have been invested. These investments along with accruals have been shown
under restricted /earmarked investments and bank balances.
Three show cause notices were issued by SEBI to the Company and to some of its employees, including former employees,
in respect of the preferential access to tick by tick data in Colocation facility, Dark Fibre point to point connectivity and
Governance and related matters which were responded to. Further, NSE had also filed a Consent Application with SEBI on
August 31, 2018 in respect of the said show cause notices.
SEBI vide its letter dated April 30, 2019 has returned the Consent Application filed by NSE and has passed orders in respect
of all the three show cause notices. In the first order, it has passed a direction on NSE inter alia to disgorge an amount of
Rs.624.89 crores along with interest at the rate of 12% per annum from April 01, 2014 till the actual date of payment
c) 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 31.03.2019 31.03.2018
Penalty amount 55.50 55.50
Compensation claimed 856.99 856.99
d) A suit has been filed, jointly and severally against the Parent Company and its subsidiary NSE Clearing Limited for damages
/ compensation along with interest thereon and has been disputed by the Parent Company. During the year, the suit has
been withdrawn and accordingly no contingent liability exist as at March 31, 2019.
(H in Crores)
Particulars 31.03.2019 31.03.2018
Damages / compensation claimed - 152.57
g) During the year, subsidiary company has settled a suit filed against it by a customer for damages / compensation and
accordingly no contingent liability exist as at March 31, 2019.
35. DETAILS UNDER THE MSMED ACT, 2006 FOR DUES TO MICRO AND SMALL, MEDIUM ENTERPRISES (H in Crores)
Particulars 31.03.2019 31.03.2018
Outstanding 0.14 1.21
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.
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.
Lease obligations (H in Crores)
As at 31.03.2019 As at 31.03.2018
Minimum lease Minimum lease
payments payments
- Not later than one year 1.83 1.20
- Later than one year and not later than five years 7.36 7.35
- Later than five years 127.13 128.42
Total minimum lease commitments 136.32 136.97
Less: future finance charges 124.92 126.15
Present value of minimum lease premium 11.40 10.82
Other financial liabilities - current 1.83 1.20
Other financial liabilities - non current 9.57 9.64
The finance lease has escalation clause and there is no right to renew or purchase option.
The Group has taken certain premises on operating lease. The following is the summary of future minimum lease rental
payment under operating lease arrangement entered into by the Group.
The group leases various offices under non-cancellable operating leases expiring within two to eight years. The leases have
varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated.
(H in Crores)
Contribution by NSE on behalf of CM FO CD Debt TRI Commodity Other # Total
Member Party
Direct Contribution -
Contribution adjusted from NSE Other 5.93 - 5.93
Contribution #
Adjusted from Interest Income ** 6.07 4.00 - 10.07
Total 12.00 - 4.00 - - 16.00
(H in Crores)
Contribution by NSE CM FO CD Debt TRI Commodity Other # Total
Party
Direct Contribution - - - - - -
Adjusted agaisnt NSE’s Own and - - - - -
member’s contribution
Contribution adjusted from NSE Other 3.65 - 8.50 5.00 (23.08) (5.93)
Contribution #
Adjusted from Interest Income ** 9.35 4.00 - - 13.35
Total 13.00 - 4.00 - (23.08) 7.42
(H in Crores)
Income during the period CM FO CD Debt TRI Commodity Other # Total
( Net Off adjustment towards MRC) ** Party
Penalty 13.75 160.61 8.66 - - - - 183.03
Income on Investments 17.29 119.62 9.40 0.12 0.99 0.14 24.53 172.10
Less : Income adjusted against MRC** 36.46 - 16.00 - - - - 52.46
Income on Investments (19.17) 119.62 (6.60) 0.12 0.99 0.14 24.53 119.65
( Net Off adjustment towards MRC )
(H in Crores)
II. Details of Investment CM FO CD Debt TRI Commodity Other Total
Party
1. Mutual Funds -
2. Fixed Deposit with Banks 234.29 1,785.93 123.97 1.82 17 10 362.68 2,535.69
3. Flexi Fixed Deposits 18.96 31.23 18.75 - 1.10 70.04
4. Balance in Bank Accounts 1.09 0.98 1.94 2.73 6.74
5. Accrued interest 16.70 94.82 7.77 0.21 0.89 0.13 23.34 143.86
6. Prepaid taxes 3.07 20.64 1.77 0.04 0.10 0.01 4.96 30.59
Grand Total (1+2+3+4+5+6) 274.11 1,933.60 154.20 4.80 17.99 10.14 392.07 2,786.92
Previous year 229.53 1,653.36 136.14 4.68 - - 390.62 2,414.32
37.2 # Other contribution is balance amount of transfer from NSE pertain to 25% of NSE`s Annual profits as contribution to Core
SGF . SEBI vide circular CIR/CFD/FAC/62/2016 dated May 05, 2016 advised Stock Exchange to transfer 25% of its annual
profits upto August 2015 to Core SGF and utilise the same for contribution required by Members and NSE.
** SEBI vide its letter reference no. SEBI/HO/MRD/DRMNP/OW/P/2018/4559/1 dated February 12, 2018 has clarified
that “Clearing Corporations may adjust incremental requirement of Minimum Required Corpus (MRC) against the interest
accrual on the cash contribution of respective contributors before taking additional contribution from them
37.3 During the year, NSE Clearing Limited has received approval from SEBI to start clearing & settlement activities in Commodity
Derivatives. As required by SEBI minimum amount of Rs.250 crores has been earmarked towards a separate fund for
the purpose of augmenting Settlement Guarantee Fund for Commodity Derivatives by way of appropriation from General
Reserves. Further, the company has also earmarked investments amounting to Rs. 250 crores towards the same. The
operations in Commodity Derivatives commenced w.e.f. October 12, 2018.
37.4 SEBI vide circular no. SEBI/HO/MRD/DSA/ CIR / P/2016/125 dated November 28, 2016 has issued norms for set up
of a fund and minimum corpus of such fund to guarantee the settlement of trades executed in the stock exchanges in
International Financial Service Centre (IFSC). Accordingly, NSE’s subsidiary- NSE IFSC Clearing Corporation Limited has
contributed Rs.8 crs (March 18 : Rs.7 crs) towards its Core SGF.
38 a) SEBI vide its circular dated August 10,2017 has permitted exchages in GIFT IFSC to introduce Liquidity Enhancement
Scheme (LES) to enhance liquidity. Considering, the nascent stage of business SEBI has granted exemption to comply
with the conditions of giving the incentive out of accumulated free reserves of the exchange.Further, SEBI has advised
exchanges to create a reserve specifically to meet LES Incentive and the same would not be included in the networth
calculation of the exchange. Exchange has received approval from SEBI for Introduction of LES and the same was launched
from November 1, 2017. Based on the condition to create the reserve, Exchange had created a reserve equivalent to Rs.
5.08 crores for period of six months from November 1, 2017 to April 30,2018, out of which Rs.1.50 crores was spent as
incentive paid/payable to the trading members till March 31, 2018 leaving a balance of Rs.3.58 crores in LES Incentive
reserve as at March 31, 2018. Further, during the current year, exchange has credited amount equivalent to Rs.12.11
crores to LES Incentive reserve and Rs. 14.18 crores was spent as incentive paid/payable to the trading members leaving
a balance of Rs.1.50 crores in LES Incentive reserve as at March 31, 2019. Based on the past trend, the management is of
the view that the balance in LES reserve as at March 31, 2019 is sufficient to meet the LES incentive payout for the following
month.
b) NSE IFSC LTD. in GIFT IFSC has set aside USD 15,000 (Rs.0.10 crores) in a separate bank account as amount earmarked
for Investor Protection Fund.
Name of Entity With effect Place of Ownership interest held by Principal activities
from business / the Group
country of March 31, March 31,
incorporation 2019 2018
NSE Clearing Limited (formerly 31-Aug-95 India 100.00 100.00 Clearing and
known as National Securities Settlement
Clearing Corporation Limited)
NSE Investments Ltd (formerly 31-Jan-13 India 100.00 100.00 Investment entity
known as NSE Strategic
Investment Corporation Limited)
NSEIT Limited 29-Oct-99 India 100.00 100.00 IT services
NSEIT (US) Inc. 04-Dec-06 United States of 100.00 100.00 IT services
America
NSE Indices Ltd (formerly 02-Aug-06 India 100.00 100.00 Index services
known as India Index Services &
Products Limited)
NSE Data & Analytics Limited 02-Jun-00 India 100.00 100.00 Data Feed Services
(formerly known as DotEx
International Limited)
NSE Infotech Services Limited 02-Aug-06 India 100.00 100.00 IT services
NSE IFSC Limited 29-Nov-16 India 100.00 100.00 Stock Exchange
Services
NSE IFSC Clearing Corporation 02-Dec-16 India 100.00 100.00 Clearing and
Limited Settlement
NSE Academy Limited 12-Mar-16 India 100.00 100.00 Financial literacy
programmes
NSE Foundation (Section 8 05-Mar-18 India 100.00 100.00 CSR activities
Company)
Aujas Networks Private Limited 22-Mar-19 India 95.39 - IT security services
Computer Age Management Services Private India Associate - 7.49 Equity - (82.07) - -
Limited (Refer note 39.2) method
Total equity accounted investments 787.47 744.94 107.03 122.34
Note 39.1BFSI 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.
Note 39.2 During the current year, the Group has sold 7.49% (i.e., 36,53,400 equity shares) of its equity stake in Computer Age Management Services Limited,
for a consideration of Rs.249.13 crores and paid legal and advisory Fees of Rs.2.39 crores in connection with sale resulting in net profit on sale of
Rs.169.74 crores.
Note 39.3 During the previous year, the Group had provided for impairment amounting to Rs. 2.93 crores in respect of Market Simplified India Limited, since
the company has been continuously making losses. The impairment has been debited to the consolidated statement of Profit and Loss.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
40 FINANCIAL RISK MANAGEMENT
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 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 genereted funds and investments.
The Group maintained a cautious funding strategy, with a positive cash balance throughout the years ended 31st March,
2019 and 31st March, 2018. This was the result of cash delivery from the business. Cash flows from operating activities
provides the funds to service the financing of financial liabilities on a day-to-day basis.
The Group’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 operations, 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 deposits and other marketable debt investments
including the government securities, mutual funds and exchange traded funds with appropriate maturities to optimise the
cash returns on investments while ensuring sufficient liquidity to meet its liabilities.
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.
Particulars Notes Carrying Less than More than Total
amount 12 months 12 months
As at March 31, 2019
Trade payables 14 128.13 128.13 - 128.13
Deposits 16, 24 1,897.10 1,897.10 - 1,897.10
Obligations under finance lease 16, 34 11.40 1.83 134.49 136.32
Other liablities 16 6,260.29 6,260.29 - 6,260.29
As at March 31, 2018
Trade payables 14 129.46 129.46 - 129.46
Deposits 16, 24 1,921.22 1,921.22 - 1,921.22
Obligations under finance lease 16, 34 10.84 1.20 135.77 136.97
Other liablities 16 5,691.18 5,691.18 - 5,691.18
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.
1. PRICE RISK
“The Group is mainly exposed to the In order to manage its price risk “As an estimation of the approximate
price risk due to its investment in arising from investments in mutual impact of price risk, with respect to
mutual funds, exchange traded funds funds,exchange traded funds and mutual funds, exchange traded funds
and investments in equity instruments. investments in equity instruments. and investments in equity instruments,
The price risk arises due to uncertainties The Group diversifies its portfolio in the Group has calculated the impact as
about the future market values of these accordance with the limits set by the follows.
investments. risk management policies. The treasury
For mutual funds, a 0.25% increase in
department maintains a list of approved
At 31st March 2019, the exposure to prices would have led to approximately
financial instruments. The use of any
price risk due to investment in mutual an additional Rs. 8.21 crores gain in
new investment must be approved by
funds amounted to Rs. 3,284.13 crores the Statement of Profit and Loss (2017-
the Chief Financial Officer.
(March 31, 2018: Rs. 3,237.65 crores). 18: Rs. 8.09 crores gain). A 0.25%
decrease in prices would have led to an
equal but opposite effect.
At 31st March 2019, the exposure to For exchange traded fund, a 10%
price risk due to investment in exchange increase in prices would have led to
traded fund amounted to Rs. 234.87 approximately an additional Rs. 23.49
crores (March 31, 2018: Rs. 378.65 crores gain in the Statement of Profit
crores). and Loss (2017-18: Rs. 37.86 crores
gain). A 10% decrease in prices would
have led to an equal but opposite
effect.
Trade receivables
Concentrations of credit risk with respect to trade receivables are limited, due to the Group’s customer base being large and
diverse and also on account of member’s deposits kept by the Group as collateral which can be utilised in case of member
default. All trade receivables are reviewed and assessed for default on a quarterly basis. Based on historical experience of
collecting receivables, supported by the level of default, is that credit risk is low. Accordingly, our provision for expected
credit loss on trade receivables is not material.
The Group’s maximum exposure to credit risk as at March 31, 2019 and March 31, 2018 is the carrying value of each class
of financial assets as disclosed in note 4, 5, 6, 9, 10, 11 and 12.
E CAPITAL MANAGEMENT
The Group considers the following components of its Balance Sheet to be managed capital:
Total equity (as shown in the balance sheet includes retained profit, other reserves, share capital, share premium).
The Group aims to manages its capital efficiently so as to safeguard its ability to continue as a going concern and to
optimise returns to our shareholders. The capital structure of the Group 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
The Group’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 Group will take
appropriate steps in order to maintain, or if necessary adjust, its capital structure. The Group 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 Group’s goal is to
continue to be able to return excess liquidity to shareholders by continuing to distribute dividends in future periods. Refer
note 47 & 13 (b) for the final and interim dividends declared and paid.
Capital requirement of NCLis regulated by Securities and Exchange Board of India (SEBI). As per Securities Contracts
(Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2012, Clearing corporation shall have a minimum
net worth of Rs.300 crores at all times. Minimum requirement of Net worth is maintained throughout the year ended March
31, 2019.
Further, SEBI vide Regulation 14(3) of SECC Regulations 2018 adopted risk-based approach towards computation of
capital and net worth requirement for Clearing Corporations(CC) to adequately cover counterparty credit risk, business
risk, orderly Wind-down and operational & legal risk. As per Regulation 14(3) (c) of SECC Regulations 2018 every CC shall
have a minimum net worth of Rs.100 crores or networth Computed as per the risk-based approach as may specified by
SEBI from time to time, whichever is higher.
Accordingly, SEBI vide circular Ref No: SEBI/HO/MRD/DRMP/CIR/P/2019/55 dated April 10, 2019 issued granular norms
related to computation of risked based capital and net worth requirement for CCs effective from FY2019-20. The networth
requirement for the Company calculated as prescribed by SEBI in the above circular works out to around Rs.1100 crores.
The Company has sufficient resources to meets this networth requirement.
Capital requirement of NSE IFSC Limited is regulated by SEBI. As per SEBI (International Financial Services Centres)
Guidelines, 2015, every permitted stock exchange shall have a minimum networth equivalent of Rs 25 crores initially and
it shall enhance its networth to a minimum equivalent of Rs 100 crores over the period of three years from the date of
approval.
Capital requirement of NSE IFSC Clearing Corporation Limited is regulated by SEBI. As per SEBI (International Financial
Services Centres) Guidelines, 2015, every permitted clearing corporation shall have a minimum networth equivalent of Rs
50 crores initially and it shall enhance its networth to a minimum equivalent of Rs 300 crores over the period of three years
from the date of approval.
The parent company and its subsidiaries are in compliance with the said requirement.
Financial Assets measured at Fair Value - recurring fair value measurements at 31.03.2019 (H in Crores)
Particulars Notes Level 1 Level 2 Level 3 Total
Financial Assets
Financial Investments at FVPL
Mutual Fund - Growth Plan 4&9 2,753.46 - - 2,753.46
Mutual Fund - Fixed Maturity Plan 4 - 530.68
Exchange Traded Funds 4 234.87 - - 234.87
Financial Investments at FVOCI
Debt Instrument at FVOCI - Government 4 - 531.16 - 531.16
Securities
Unquoted Equity Investments - National 4 - - 134.17 134.17
Commodity & Derivative Exchange Ltd.
Quoted Equity Investments 4 0.40 - - 0.40
Total Financial Assets 2,988.73 1,061.84 134.17 3,654.06
Financial Assets measured at Fair Value - recurring fair value measurements at 31.03.2018 (H in Crores)
Particulars Notes Level 1 Level 2 Level 3 Total
31-Mar-
2017
Financial Assets
Financial Investments at FVPL
Mutual Fund 4&9 2,749.54 488.11 - 3,237.65
Exchange Traded Funds 4 378.65 - - 378.65
Preference Shares 4 - - - -
Financial Investments at FVOCI
Debt Instrument at FVOCI - Government 4 - 529.17 - 529.17
Securities
Unquoted Equity Investments - National 4 - - 136.51 136.51
Commodity & Derivative Exchange Ltd.
Quoted Equity Investments 4 0.33 - - 0.33
Total Financial Assets 3,128.52 1,017.28 136.51 4,282.30
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 hierarchy 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:
This 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 on the stock exchanges are valued
using the closing price as at the end of the reporting period. Listed Mutual Funds are valued using the closing quoted NAV.
- 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.
- 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 transfers between levels during the year ended March 31, 2019.
(H in Crores)
Particulars Unlisted
Equity
security
As at 1 April 2017 68.46
Gains (losses) recognised in Other Comprehensive Income 8.51
As at 31 March 2018 76.97
Gains (losses) recognised in Other Comprehensive Income (2.34)
As at 31 March 2019 74.63
vi) Fair value of financial assets and liabilities measured at amortised cost :
(H in Crores)
31/03/19 31/03/18
Notes Carrying Carrying
Fair Value Fair Value
Amount Amount
Financial Assets
Debentures 4&9 868.30 872.32 854.24 853.49
Taxable Bonds 4&9 102.47 105.46 113.02 116.43
Taxfree Bonds 4&9 969.05 1,003.52 1,027.57 1,051.13
Fixed Deposits with Banks 5, 6 & 12 4,382.01 4,364.60 3,339.49 3,341.66
Deposits with financial institutions 5&6 125.89 125.81 - -
Security Deposits 5&6 9.85 9.85 7.13 7.13
Total Financial Assets 6,457.57 6,481.56 5,341.45 5,369.84
Financial Liabilities
Obligations under Finance Lease 15 & 16 11.40 12.91 10.84 12.65
Total Financial Liabilities 11.40 12.91 10.84 12.65
- 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, fixed deposits,deposits with financial
institutions 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.
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.
41 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.
42 i) Gross amount required to be spent by the Group on Corporate Social Responsibility activities for the year ended March 31,
2019 is Rs 35.39 crores.(Previous year: Rs.32.38 Crores)
ii) Amount spent during the years towards Primary Education, Elder Care, etc : (H in Crores)
Particulars 31.03.2019
In cash Yet to be paid Total
in cash
(i) Construction / acquisiting of any asset - - -
(ii) Contribution to NSE Foundation towards CSR 35.39 - 35.39
(iii) On purposes other than (i) & (ii) above incurred by NSE Foundation 36.83 - 36.83
towards CSR
(H in Crores)
Particulars 31.03.2019
In cash Yet to be paid Total
in cash
(i) Construction / acquisiting of any asset - - -
(ii) Contribution to NSE Foundation towards CSR [Refer note 42(iii)] 82.56 - 82.56
(iii) On purposes other than (i) & (ii) above [Refer note 42(iia)] 22.78 - 22.78
iii) Amount transferred from/(to) Retained Earnings to/(from) CSR Reserve (H in Crores)
Particulars 31.03.2019 31.03.2018
Amount transferred from/(to) Retained Earnings to/(from) CSR Reserve - (72.06)
An amount of Rs.35.39 crores (Previous Year : Rs.10.49 crores) was contributed to NSE Foundation (Section 8 company of
the Group) towards contribution for CSR activities. Additionally the Group has also contributed amount of Rs. NIL (Previous
Year : Rs.72.06) crores from the CSR Reserve created in previous year ended March, 31 2017 to NSE Foundation (Section
8 company of the group) towards contribution for CSR activities. Accordingly, CSR reserve created in earlier year has been
credited to Retained Earning.[Refer note 13(b)]
43. In case of its subsidiary, NSE Infotech Limited (NSETECH), during the financial year 2018-19, the Parent company NSE decided
to coopt the technology function internally and decided to absorb all the employees of NSETECH within NSE. Accordingly,
effective 1st June 2018, all the employees of NSETECH were transferred to NSE. Pursuanl to the transfer, the core operations
of NSETECH in the nature of lT management and support services to NSE and its Group Companies ceased to exist. Accordingly,
effective 1st June 2018 there was no revenue generated from the operations by NSETECH. ln view of the same it is not practical
for NSETECH to prepare its flnancial statements on a going concern basis.
NSE Foundation -
31st March, 2019 1.09% 85.08 -1.91% (32.59) 0.00% - -1.90% (32.59)
31st March, 2018 1.12% 82.51 -0.01% (0.09) 0.00% - -0.01% (0.09)
Foreign Subsidiaries
NSE.IT (US) Inc.
31st March, 2019 -0.07% (5.38) -0.29% (4.93) 8.88% 0.45 -0.26% (4.48)
31st March, 2018 0.01% 0.79 0.04% 0.62 0.00% - 0.04% 0.62
Total
31st March, 2019 100.00% 7,788.26 100.00% 1,708.04 100.00% 5.07 100.00% 1,713.11
31st March, 2018 100.00% 7,349.56 100.00% 1,461.47 100.00% (8.77) 100.00% 1,452.70
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2019
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
45. Business Combination
Acquisition of Aujas Networks Pvt. Ltd., Subsidiary Company
On November 28, 2018, the Company entered into a Share Purchase and Shareholder’s Agreement (“SPSHA”) for acquisition of
Aujas Networks Private Limited, (“Aujas”) for a total consideration of Rs.97.50 crores (Rs.93.45 crores for acquisition of 100%
equity shareholding and Rs.4.05 crores by way of rights issue) Aujas is engaged in business of Information Security Consulting
and having expertise in Risk Advisory, Identity & Access Management, Threat Management, Secure Engineering Services,
Security Intelligence & Operations, and Digital Security. On March 22, 2019, NSEIT acquired 95.39% of equity shareholding of
Aujas for a cash consideration of Rs.76.13 crores and deferred consideration of upto Rs.7.95 crores aggregating to Rs.84.08
crores.
The assets and liabilities recognised as a result of the acquisition are as follows:-
48 The Group has long term contracts for which there were no material foreseeable losses. The Group did not have any derivative
contracts as at March 31, 2019 and March 31, 2018.
49 For the year ended March 31, 2019 and March 31, 2018, 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 Price Waterhouse & Co Chartered Accountants LLP For and on behalf of the Board of Directors
Chartered Accountants
Firm’s Registration no : 304026E / E-300009
Name of NSE Clearing NSE Investments NSE IFSC NSE Data NSE Indices NSEIT Ltd NSE Academy NSE Infotech NSEIT (US) NSE IFSC Clearing NSE Aujas Networks
Subsidiary Limited Limited Limited & Analytics Limited (Note 1) Limited Services Ltd Inc. Corporation Foundation Private Limited
(Formerly known (Formerly known Limited (Formerly (Note 1) (Note 1) (Note 2) Limited (Note 4) (Note 5)
as National as NSE Strategic (Formerly known as India (Note 3)
Securities Investments known as Dotex Index Services
Clearing Limited) International & Products
Corporation (Note 1) Limited) Limited)
Limited) (Note 1) (Note 1)
subsidiary was acquired 31-Aug-95 31-Jan-13 29-Nov-16 02-Jun-00 02-Aug-06 29-Oct-99 12-Mar-16 02-Aug-06 04-Dec-06 02-Dec-16 05-Mar-18 22-Mar-19
Reporting date March 31, 2019 March 31, 2019 March 31, March 31, 2019 March 31, March 31, March 31, March 31, March 31, March 31, 2019 March 31, March 31,
2019 2019 2019 2019 2019 2019 2019 2019
Share Capital 45.00 825.99 90.00 9.00 1.30 10.00 10.00 0.05 5.34 75.00 0.05 26.51
Reserves and Surplus 443.87 321.67 -54.96 181.18 250.33 150.89 3.67 3.34 -10.72 -22.03 85.03 3.04
Total Assets 10,528.92 1,148.45 66.88 223.24 263.57 339.17 16.43 3.93 10.41 84.31 85.59 47.81
Total Liabilities 10,528.92 1,148.45 66.88 223.24 263.57 339.17 16.43 3.93 10.41 84.31 85.59 47.81
Turnover 380.86 313.73 0.45 134.53 110.26 276.04 23.40 12.11 1.81 - 40.88 94.72
Profit before Taxation 268.63 310.55 -37.59 67.12 76.04 49.20 2.23 0.33 -6.67 -6.40 2.57 -2.78
Provision for Taxation 96.11 41.61 - 18.15 20.68 15.06 0.67 2.76 -0.05 - -
Profit after Taxation 172.51 268.94 -37.59 48.96 55.36 34.14 1.56 -2.43 -6.62 -6.40 2.57 -2.78
% of shareholding 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 95.39%
Notes:-
1. NSE Data & Analytics Limited , NSE Indices Limited , NSEIT Ltd, Nse Infotech Services Ltd. and NSE Academy Limited are wholly owned subsidiaries of NSE Investments Limited.
2. NSEIT (US) INC is a wholly owned subsidiary of NSEIT LTD. The reporting currency of the company is USD. The financial information of NSEIT (US) INC. have been translated into INR at the closing rate
at March 29, 2019 of 1 USD = Rs. 69.1713
3. NSE IFSC Clearing Corporation Limited is a wholly owned subsidiary of NSE Clearing Limited.
4. NSE Foundation is incorporated under Section 8 of Companies Act, 2013.
5. Aujas Networks Private Limited is a subsidiary of NSEIT LTD.
(H in Crores)
Name of Associates/Joint National Computer Age Nsdl Market Power Exchange Receivables BFSI Skill Sector
Ventures Securities Management E- Governance Simplified India Limited Exchange Council of India
Depository Services Infrastructure India Limited India Limited
Limited Private Limited Limited
Latest audited Balance Sheet Date March March 31,2018 March 31,2019 March March 31,2018 March 31,2018 March 31,2019
31,2019 31,2016
Date on which the Associate or 15-Feb-10 07-Jan-14 15-Feb-10 30-Nov-11 20-Feb-08 25-Feb-16 16-Sep-11
Joint Venture was associated or
acquired
Share of Associate held by the
group at the above mentioned
reporting date
Number of Equity Shares 96,00,000.00 1,82,85,000.00 1,00,18,000.00 45,05,175.00 1,50,00,030.00 75,00,000.00 1,00,00,000.00
Amount of Investment in 58.92 343.50 55.10 4.51 15.04 7.50 1.00
Associates
Extend of Holding % 24.00% 37.50% 25.05% 30.00% 30.95% 30.00% 49.00%
Description of how there is Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1
significant influence
Reason why the associate is not NA NA NA NA NA NA NA
consolidated
Networth attributable to 176.46 168.67 166.72 8.87 -2.94 5.01 4.37
Shareholding as per latest audited
Balance Sheet
Profit/Loss for the year
i. Considered in Consolidation 21.48 55.28 31.31 - - -1.04 -
ii. Not considered in Consolidation - - - - - - Note 2
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 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.
To the Members of
National Stock Exchange of India Limited
11. We communicate with those charged with governance (d) In our opinion, the aforesaid standalone financial
regarding, among other matters, the planned scope and statements comply with the Accounting Standards
timing of the audit and significant audit findings, including specified under Section 133 of the Act.
any significant deficiencies in internal control that we (e) On the basis of the written representations received
identify during our audit. from the directors as on March 31, 2019 taken on
record by the Board of Directors, none of the directors
12. We also provide those charged with governance with a
is disqualified as on March 31, 2019 from being
statement that we have complied with relevant ethical
appointed as a director in terms of Section 164 (2) of
requirements regarding independence, and to communicate
the Act.
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and (f) With respect to the adequacy of the internal financial
where applicable, related safeguards. controls with reference to standalone financial
statements of the Company and the operating
13. From the matters communicated with those charged with effectiveness of such controls, refer to our separate
governance, we determine those matters that were of Report in “Annexure A”.
most significance in the audit of the standalone financial
(g) With respect to the other matters to be included in
statements of the current period and are therefore the key
the Auditor’s Report in accordance with Rule 11 of
audit matters. We describe these matters in our auditor’s
the Companies (Audit and Auditors) Rules, 2014, in
report unless law or regulation precludes public disclosure
our opinion and to the best of our information and
about the matter or when, in extremely rare circumstances,
according to the explanations given to us:
Report on the internal financial controls with reference to Note require that we comply with ethical requirements and
standalone financial statements under Clause (i) of Sub- plan and perform the audit to obtain reasonable assurance
section 3 of Section 143 of the Act about whether adequate internal financial controls
1. We have audited the internal financial controls with with reference to standalone financial statements was
reference to standalone financial statements of National established and maintained and if such controls operated
Stock Exchange of India Limited (“the Company”) as effectively in all material respects.
of March 31, 2019 in conjunction with our audit of the 4. Our audit involves performing procedures to obtain audit
standalone financial statements of the Company for the evidence about the adequacy of the internal financial
year ended on that date. controls system with reference to standalone financial
statements and their operating effectiveness. Our audit
Management’s responsibility for internal financial controls of internal financial controls with reference to standalone
2. The Company’s management is responsible for establishing financial statements included obtaining an understanding
and maintaining internal financial controls based on the of internal financial controls with reference to standalone
internal control over financial reporting criteria established financial statements, assessing the risk that a material
by the Company considering the essential components of weakness exists, and testing and evaluating the design
internal control stated in the Guidance Note on Audit of and operating effectiveness of internal control based on
Internal Financial Controls Over Financial Reporting issued the assessed risk. The procedures selected depend on
by the Institute of Chartered Accountants of India (ICAI). the auditor’s judgement, including the assessment of the
These responsibilities include the design, implementation risks of material misstatement of the standalone financial
and maintenance of adequate internal financial controls statements, whether due to fraud or error.
that were operating effectively for ensuring the orderly 5. We believe that the audit evidence we have obtained is
and efficient conduct of its business, including adherence sufficient and appropriate to provide a basis for our audit
to company’s policies, the safeguarding of its assets, the opinion on the Company’s internal financial controls system
prevention and detection of frauds and errors, the accuracy with reference to standalone financial statements.
and completeness of the accounting records, and the timely
preparation of reliable financial information, as required Meaning of internal financial controls with reference to
under the Act. standalone financial statements
6. A company’s internal financial control with reference to
Auditor’s responsibility
standalone financial statements is a process designed
3. Our responsibility is to express an opinion on the Company’s
to provide reasonable assurance regarding the reliability
internal financial controls with reference to standalone
of financial reporting and the preparation of standalone
financial statements based on our audit. We conducted
financial statements for external purposes in accordance
our audit in accordance with the Guidance Note on Audit
with generally accepted accounting principles. A company’s
of Internal Financial Controls Over Financial Reporting (the
internal financial control with reference to standalone
“Guidance Note”) and the Standards on Auditing deemed
financial statements includes those policies and
to be prescribed under section 143(10) of the Act to the
procedures that (1) pertain to the maintenance of records
extent applicable to an audit of internal financial controls,
that, in reasonable detail, accurately and fairly reflect the
both applicable to an audit of internal financial controls and
transactions and dispositions of the assets of the company;
both issued by the ICAI. Those Standards and the Guidance
(2) provide reasonable assurance that transactions are
i. (a) The Company is maintaining proper records showing v. The Company has not accepted any deposits from the
full particulars, including quantitative details and public within the meaning of Sections 73, 74, 75 and 76
situation, of fixed assets. of the Act and the Rules framed there under to the extent
notified.
(b) The fixed assets are physically verified by the
Management according to a phased programme vi. The Central Government of India has not specified the
designed to cover all the items over a period of 2 years maintenance of cost records under sub-section (1) of
which, in our opinion, is reasonable having regard to Section 148 of the Act for any of the service of the Company.
the size of the Company and the nature of its assets.
vii. (a) According to the information and explanations given to
Pursuant to the programme, a portion of the fixed
us and the records of the Company examined by us,
assets has been physically verified by the Management
in our opinion, the Company is regular in depositing
during the year and no material discrepancies have
the undisputed statutory dues, including provident
been noticed on such verification.
fund, employees’ state insurance, income tax, goods
(c) The title deeds of immovable properties, as disclosed and service tax and other material statutory dues,
in Note 2 on fixed assets to the financial statements, as applicable, with the appropriate authorities. Also
are held in the name of the Company. refer note 33 to the financial statements regarding
management’s assessment on certain matters relating
ii. The Company is in the business of rendering services, and
to provident fund.
consequently, does not hold any inventory. Therefore, the
provisions of Clause 3(ii) of the said Order are not applicable (b) According to the information and explanations given to
to the Company. us and the records of the Company examined by us,
there are no dues of sales-tax, duty of customs, duty
iii. The Company has not granted any loans, secured or
of excise, goods and service tax which have not been
unsecured, to companies covered in the register maintained
deposited on account of any dispute. The particulars of
under Section 189 of the Act. Therefore, the provisions of
dues of income tax, wealth tax, security transaction tax
Clause 3(iii), (iii)(a), (iii)(b) and (iii)(c) of the said Order are
and service tax as at March 31, 2019 which have not
not applicable to the Company.
been deposited on account of a dispute, are as follows:
iv. In our opinion, and according to the information and
explanations given to us, the Company has complied with
the provisions of Section 185 and 186 of the Companies
Act, 2013 in respect of the loans and investments made,
and guarantees and security provided by it.
viii. As the Company does not have any loans or borrowings from transactions have been disclosed in the financial statements
any financial institution or bank or Government, nor has it as required under Indian Accounting Standard (Ind AS) 24,
issued any debentures as at the balance sheet date, the Related Party Disclosures specified under Section 133 of
provisions of Clause 3(viii) of the Order are not applicable to the Act.
the Company. xiv. The Company has not made any preferential allotment or
ix. The Company has not raised any moneys by way of initial private placement of shares or fully or partly convertible
public offer, further public offer (including debt instruments) debentures during the year under review. Accordingly, the
and term loans. Accordingly, the provisions of Clause 3(ix) of provisions of Clause 3(xiv) of the Order are not applicable
the Order are not applicable to the Company. to the Company.
x. During the course of our examination of the books and xv. The Company has not entered into any non-cash
records of the Company, carried out in accordance with transactions with its directors or persons connected with
the generally accepted auditing practices in India, and him. Accordingly, the provisions of Clause 3(xv) of the Order
according to the information and explanations given to are not applicable to the Company.
us, we have neither come across any instance of material xvi. The Company is not required to be registered under Section
fraud by the Company or on the Company by its officers or 45-IA of the Reserve Bank of India Act, 1934. Accordingly,
employees, noticed or reported during the year, nor have we the provisions of Clause 3(xvi) of the Order are not applicable
been informed of any such case by the Management. to the Company.
xi. The Company has paid/provided for managerial
remuneration in accordance with the requisite approvals For Price Waterhouse & Co Chartered Accountants LLP
mandated by the provisions of Section 197 read with Firm Registration Number: 304026E / E- 300009
Schedule V to the Act.
Sumit Seth
xii. As the Company is not a Nidhi Company and the Nidhi Rules,
Partner
2014 are not applicable to it, the provisions of Clause 3(xii)
of the Order are not applicable to the Company. Membership Number 105869
xiii. The Company has entered into transactions with related
parties in compliance with the provisions of Sections Place: Mumbai
177 and 188 of the Act. The details of such related party Date: May 16, 2019
This is the Statement of Profit and Loss refered to in our report of even date
For Price Waterhouse & Co Chartered Accountants LLP For and on behalf of the Board of Directors
Chartered Accountants
Firm’s Registration no : 304026E / E-300009
Balance as at the April 1, 2018 35.50 5,825.20 - 11.50 5,872.20 63.61 (14.55) 49.06 5,921.26
Profit for the year - 1,389.87 - - 1,389.87 - - - 1,389.87
Other Comprehensive Income - (1.60) - - (1.60) (1.10) 2.87 1.77 0.18
Transaction with owners in their
capacity as owners
Dividend paid (including dividend - (977.36) - - (977.36) - - - (977.36)
distribution tax)
Balance as at March 31, 2019 35.50 6,236.11 - 11.50 6,283.11 62.51 (11.68) 50.83 6,333.94
The above statement of changes in equity should be read in conjuction with the accompanying notes
This is the statement of changes in equity refered to in our report of even date
For Price Waterhouse & Co Chartered Accountants LLP For and on behalf of the Board of Directors
Chartered Accountants
Firm’s Registration no : 304026E / E-300009
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 statement of cash flows should be read in conjunction with the accompanying notes.
For Price Waterhouse & Co Chartered Accountants LLP For and on behalf of the Board of Directors
Chartered Accountants
Firm’s Registration no : 304026E / E-300009
The financial statements for the year ended March 31, 2019 has been approved by the Board of directors of the Company in
their meeting held on May 16, 2019.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date, regardless of whether that price is directly observable or estimated using
another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the
characteristics of the asset or liability which market participants would take into account when pricing the asset or liability
at the measurement date.
In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the
degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value
measurement in its entirety, which are described as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access
at the measurement date;
Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability,
either directly or indirectly; and
Level 3 inputs are unobservable inputs for the asset or liability.
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the
date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported
as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as
equity instruments held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss
and translation differences on non-monetary assets such as equity investments classified as FVOCI are recognised in other
comprehensive income.
Revenue is recognised upon transfer of control of promised goods or services to customers in an amount that reflects the
consideration which the Company expects to receive in exchange for those goods or services. The Company recognises revenue
in the period in which it satisfies its performance obligation by transferring promised goods or services to the customer. The
sources of revenue and Company’s accounting policy are as follows:
(i) Transaction charges – revenue in respect of trading transactions on exchange is recognised in accordance with the
Company’s fee scales at a point in time as an when the transaction is completed.
(ii) Listing fees - Revenue for listings fees is recognized when the listing event has taken place and on a straight-line basis over
the period to which they relate.
(iii) Book building fees – revenue is recognised at a point in time on completion of the book building process.
(iv) Other services – all other revenue is recognised in the period in which the performance obligation is satisfied over a period
of time or point in time.
The Company considers the terms of the contract in determining the transaction price. The transaction price is based upon the
amount the Company expects to be entitled to in exchange for transferring of promised goods and services to the customer
after deducting allowances and incentives such as discounts, volume rebates etc. Revenue excludes any taxes and duties
collected on behalf of the government.
In respect of members who have been declared as defaulters by the Company, all amounts (dues) remaining to be recovered
from such defaulters, net of available security and insurance cover available if any, till the date of being declared as defaulters
are written off as bad debts. All subsequent recoveries are accounted when received.
Penal charges in respect of shortages due from the respective member is recognised in profit and loss as part of revenue to the
extent such charges are recoverable in the period of declaration of default. Insurance claims where quantum of accrual cannot
be ascertained with reasonable certainty, are accounted on acceptance basis.
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 financial statements. Deferred income tax is determined using tax rates
The carrying amount of deferred tax assets are reviewed at the end of each reporting period and are recognised only if it is
probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax assets are not recognised for temporary differences between the carrying amount and tax bases of investments
in subsidiaries, associates and interest in joint arrangements where it is not probable that the differences will reverse in the
foreseeable future and taxable profit will not be available against which the temporary difference can be utilised.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities
and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where
the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the
liability simultaneously.
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other
comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in
equity, respectively.
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 statement of profit and loss if the dividend itself is charged
to statement of profit and loss. If the dividend is recognised in equity, the presentation of dividend distribution tax is recognised
in equity. The benefit of dividend distribution tax paid by the subsidiaries for which the set off has been availed by the Parent
company has been recognized in equity.
(e) 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.
The classification depends on the Company’s business model for managing the financial assets and the contractual terms
of the cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive
income. For investments in debt instruments, this will depend on the business model in which the investment is held. For
investments in equity instruments, this will depend on whether the Company has made an irrevocable election at the time
of initial recognition to account for the equity investment at fair value through other comprehensive income. The Company
reclassifies debt investments when and only when its business model for managing those assets changes.
(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
• 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 measured at FVOCI are not reported separately from other changes
in fair value.
Changes in the fair value of financial assets at fair value through profit or loss are recognised in other income in the statement
of profit and loss.
For trade receivables only, the Company applies the simplified approach permitted by Ind AS 109 Financial Instruments,
which requires expected lifetime losses to be recognised from initial recognition of the receivables.
Where the Company has transferred an asset, it evaluates whether it has transferred substantially all risks and rewards of
ownership of the financial asset. In such cases, the financial asset is de-recognised. Where the Company has not transferred
substantially all risks and rewards of ownership of the financial asset, the financial asset is not de-recognised.
Where the Company has neither transferred a financial asset nor retains substantially all risks and rewards of ownership
of the financial asset, the financial asset is de-recognised if the Company has not retained control of the financial asset.
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.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it
is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be
measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced.
All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.
Building 60 years
Furniture and fixture 5 to 10 years
Office equipment 4 to 5 years
Electrical equipment 10 years
Computer systems office automation 3 years
Computer systems – others 4 years
Telecommunication systems 4 years
Trading systems 4 years
The property, plant and equipment including land acquired under finance leases is depreciated over the asset’s useful life or the
lease term if there is no reasonable certainty that the Company will obtain ownership at the end of the lease term.
The useful lives for computer systems office automation, computer systems – others, computer software, telecommunication
systems, trading systems and clearing & settlement systems have been determined based on technical evaluation done by the
management’s expert which are lower than those specified by Schedule II to the Companies Act, 2013, in order to reflect the
actual usage of the assets. The residual values are not more than 5% of the original cost of the asset. The asset’s residual values
and useful lives are reviewed, and adjusted on a prospective basis if appropriate, at the end of each reporting period.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than
its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amount and are included in profit or loss.
Depreciation on assets purchased / disposed off during the year is provided on pro rata basis with reference to the date of
additions / deductions.
Fixed assets whose aggregate cost is C 5,000 or less are depreciated fully in the year of acquisition.
Investment properties are depreciated using the straight-line method over their estimated useful lives. Investment properties
generally have a useful life of 60 years.
(p) Provisions
Provisions for legal claims and discounts/incentives are recognised when the Company has a present legal or constructive
obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the
amount can be reliably estimated. Provisions are not recognised for future operating losses.
At the end of each reporting period, provisions are measured at the present value of management’s best estimate of the
expenditure required to settle the present obligation at a future date. The discount rate used to determine the present value
is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The
increase in the provision due to the passage of time is recognised as interest expense.
The obligations are presented as current liabilities in the balance sheet since the company does not have an unconditional
right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is
expected to occur.
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.
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 in equity and in the balance sheet.
Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are
recognised immediately in profit or loss as past service cost.
Superannuation
Superannuation benefits for employees designated as chief managers and above are covered by Company policies with the
Life Insurance Corporation of India. Company’s contribution payable for the year is charged to profit and loss. There are no
other obligations other than the annual contribution payable.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from
the proceeds.
(x) Reclassification
Previous year figures have been reclassified / regrouped wherever necessary.
The new standard is mandatory for financial years commencing on or after 1 April 2019. The standard permits either a full
retrospective or a modified retrospective approach for the adoption.
The Company is in the process of assessing the detailed impact of Ind AS 116. Presently, the Company is not able to reasonably
estimate the impact that application of Ind AS 116 is expected to have on its financial statements.
The amendment clarifies that an entity shall recognise the income tax consequences of dividends in profit or loss, other comprehensive
income or equity according to where the entity originally recognised those past transactions or events.
Effective date for application of this amendment is annual period beginning on or after April 1, 2019. The Company does not expect any
material impact from this pronouncement on its financial statements. It is relevant to note that the amendment does not amend situations
where the entity pays a tax on dividend which is effectively a portion of dividends paid to taxation authorities on behalf of shareholders.
Such amount paid or payable to taxation authorities continues to be charged to equity as part of dividend, in accordance with Ind AS 12.
Accordingly, the Company will continue to recognise dividend distribution tax paid on distribution of dividend to its equity shareholders as
part of dividend within equity, pending any further clarifications.
Net carrying amount as at 31.03.2019 32.20 77.31 140.77 21.16 56.99 23.68 11.23 4.65 50.36 74.48 492.83 3.22
* Includes investment property for which cost and fair value details are as follows: (H in Crores)
Particulars 31.03.2019 31.03.2018
Net carrying amount of investment property 4.30 4.41
Fair value of investment property 65.73 63.84
Depreciation 0.10 0.10
Rental income 4.96 4.72
Note 2.1: Capital and other Contractual committment Refer note 30
Note 2.2: Estimation of fair value
The Company obtains independent valuations for its investment property. The best evidence of fair value is current prices in an active market for similar
property.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
Note : 3.2 Significant estimate: Useful life of intangible assets. As at 31 March 2019, the net carrying amount of this software was
C 62.49 crores (31 March 2018: C 36.40 crores). The Group estimates the useful life of the software to be 4 years based
on the expected technical obsolescence of such assets. However, the actual useful life may be shorter or longer than 4
years, depending on technical innovations and competitor actions.
VI Investment in debentures
Quoted at amortised cost
7.7435% Bajaj Finance Limited 250 26.88 250 26.91
7.70% Hdb Financial Services Limited 250 26.60 250 26.65
7.52% Hdb Financial Services Limited 250 26.36 250 26.38
7.35% Tata Sons Limited 250 26.12 250 26.08
9.1106% LIC Housing Finance Limited - Colocation (Refer 250 26.01 - -
note 4.2)
0% Kotak Mahindra Investments Limited - Colocation (Refer 250 22.82 - -
note 4.2)
8.97% Tata Sons Limited 50 5.41 50 5.47
7.95% HDFC Limited - - 50 52.50
7.65% Bajaj Finance Limited - - 300 30.31
0% Hdb Financial Services Limited - - 250 28.32
8.48% Hdb Financial Services Limited - - 250 26.81
7.90% Tata Sons Limited - - 250 26.55
7.59% Kotak Mahindra Investments Limited - - 250 25.79
Balanced Funds
Aditya Birla Sunlife Balanced 95 Fund - Direct - Growth 2,03,120 16.47 50,075 3.90
L&T Hybrid Equity - Direct - Growth 58,49,538 16.27 - -
ICICI Prudential Equity & Debt Fund - Direct - Growth 12,50,437 18.02 - -
TATA Hybrid Equity - Direct - Growth 7,47,600 16.67 - -
SBI Equity Hybrid Fund - Direct - Growth 12,05,968 17.15 - -
HDFC Balance Advantage Fund - Direct - Growth 8,83,484 18.47 2,56,209 3.91
HDFC Hybrid Equity Fund - Direct - Growth 30,10,463 17.07 - -
HDFC Prudence Fund - Direct - Growth - - 93,270 4.74
L&T India Prudence Fund - Direct - Growth - - 14,48,145 3.90
ICICI Prudential Balanced Fund - Direct Growth - - 3,65,422 4.85
4.1 In the previous year ended March 31, 2018, the Company has written down the value of its investment in equity shares of NSE
Foundation amounting to C 0.04 crores, since, it has been set up to carry out CSR activities for the Company and will not have
profits which can be distributed to the Company. The loss has been debited to the Statement of profit and Loss.
4.2 This represents investment made from amounts transferred in a separate bank account towards transaction charges and
colocation services based on SEBI directives after taking Board’s approval. These investments costing C 48.28 crores (fair value
: C 48.83 crores) as of March 31, 2019 [March 31, 2018 : costing C Nil (fair value : C Nil)] have been earmarked / restricted
pursuant to the SEBI directive in the colocation matter [Refer also Note 31(i)(a)].
Others
Security deposit for utilities and premises 2.32 - 2.55 -
Receivable from related parties (Refer note 29b) - 26.09 - 11.20
Interest accrued on Bank deposits 4.52 14.84 3.91 5.10
Other receivables - 14.02 - 26.67
Other Deposits
Deposits with financial institutions at amortised cost (Refer note 5.2) 100.56 25.33
Total (b) 107.40 80.28 6.46 42.97
5.1 Earmarked deposits are restricted and includes deposits towards listing entities, defaulter members, investor services fund and
other restricted deposits.
5.2 This represents amounts transferred in a separate bank account towards transaction charges and colocation services based on
SEBI directives which have been subsequently invested in deposits with financial institutions [Refer Note 31(i)(a)]
6.1 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 C 5.39 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. 19). The contingent liability of C 6.76
Crores net of recoveries from members amounting to C 5.39 Crores has been disclosed under contingent liability [Refer note:
31(ii) (e)]
B) Investment in debentures
(i) Quoted debentures at amortised cost
0% Kotak Mahindra Investments Limited - Colocation (Refer note 700 64.74 - -
7.1)
7.55% Kotak Mahindra Prime Limited - Colocation (Refer note 7.1) 500 52.48 - -
8.10% Tata Capital Financial Services Limited - Colocation (Refer 300 30.79 - -
note 7.1)
8.25% Bajaj Finance Limited - Colocation (Refer note 7.1) 250 26.19 - -
7.79% Kotak Mahindra Prime Limited - Colocation (Refer note 7.1) 250 26.68 - -
9.1756% HDB Financial Services limited - Colocation (Refer note 250 25.76 - -
7.1)
8.16% Tata Capital Financial Services Limited - Colocation (Refer 200 20.90 - -
note 7.1)
8.97% LIC Housing Finance Limited - Colocation (Refer note 7.1) 50 5.20 - -
7.8834% Bajaj Finance Limited - Colocation (Refer note 7.1) 50 5.17 - -
7.95% HDFC Limited 50 52.43 - -
9.44% LIC Housing Finance 400 42.13 - -
7.1 This represents investment made from amounts transferred in a separate bank account towards transaction charges and
colocation services based on SEBI directives after taking Board’s approval. These investments costing C 1,532.77 crores (fair
value C 1579.75 crores) as of March 31, 2019 [March 31, 2018 : C 1,117.21 crores (fair value C 1,152.56 crores)] have been
earmarked / restricted pursuant to the SEBI directive in the colocation matter [Refer also Note 31(i)(a)].
8.1 Trade Receivables are secured against deposits received from members (Refer note: 20 & 37)
Note 10 : BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS (H in Crores)
Particulars Current Current
31.03.2019 31.03.2018
Fixed Deposits
- with original maturity for more than 3 months but less than 12 months - -
- with maturity of less than 12 months at the balance sheet date 3.97 5.94
Earmarked Fixed Deposits (Refer note 10.1)
- with original maturity for more than 3 months but less than 12 months 0.74 15.40
- with maturity of less than 12 months at the balance sheet date 129.86 158.39
Restricted Balances with banks : in fixed deposits (Refer note 10.2) 567.29 -
Total 701.86 179.73
10.1 Earmarked deposits are restricted and includes deposits towards listing entities, defaulter members, investor services fund
and other restricted deposits.
10.2 This represents amounts transferred in a separate bank account towards transaction charges and colocation services based on
SEBI directives which have been subsequently invested in Fixed Deposits with banks. [Refer Note 31(i)(a)]
A reconciliation of the number of Equity Shares outstanding at the beginning and at the end of the reporting period
Particulars As at 31.03.2019 As at 31.03.2018
(Numbers (H in (Numbers (H in
in Crores) Crores) in Crores) Crores)
At the beginning of the year Face value of C1 each 49.50 49.50 49.50 49.50
changes in equity share capital during the year - - - -
At the end of the year 49.50 49.50 49.50 49.50
31.03.2019 31.03.2018
*Includes General Reserves 3,690.00 3,690.00
CSR Reserves:
‘During the year ended March 31, 2018, the Company was required to spend an amount of C 23.83 crores being 2% of average profit
of last 3 financial years. In this regard, an amount of C 22.78 crores had been spent by the Company. Accordingly, the balance amount
of C 1.06 crores along with the previous years unspent amount of C 53.43 crores lying in the CSR reserve had been contributed to
NSE Foundation. Accordingly, CSR reserve created during the finacial year ended March 31, 2017 had been utilised in the year
ended March 31, 2018 and credited to Retained Earnings. [Refer note 34(c)].
Other Reserves:
The Company has in the past created Other Reserves for investor compensation activities and staff welfare activities.
*This excludes deferred tax benefit on other comprehensive income of C 0.49 crores for the year ended March 31, 2019 (Previous
Year : C 6.43 Crores)
(B) Reconciliation of tax expense and the accounting profit multiplied by India’s tax rate: (H in Crores)
Particulars 31.03.2019 31.03.2018
Profit before income tax expense 2,043.57 1,706.22
Tax rate (%) 34.944% 34.608%
Tax at the Indian Tax Rate 714.03 590.49
Tax effect of amounts which are not deductible / (taxable) in calculating taxable income
Dividend income (64.01) (42.60)
Interest on tax free bonds (23.46) (22.88)
Expenditure related to exempt income 7.14 7.71
Impairment losses on financial assets 28.00 -
Specific Tax deductions (2.06) (1.46)
Others (6.14) 15.71
Income Tax Expense 653.50 544.41
The applicable Indian statutory tax rate for year ended March 31, 2019 is 34.944% (Previous year : 34.608%.)
Twenty-seventh Annual Report 2018-19 | 279
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
Note : Deferred tax asset on indexation benefit of investment in subsidiaries of C 19.01 crores for the year ended March 31, 2019
(March 31, 2018 : C 6.08 crores) not provided as the company does not have any intention to sell investments in subsidiaries in near
future.
*This includes amount of C 12.42 Crores reclassified between deferred tax assets and liabilities on financial assets at fair value
through other comprehensive income as at March 31, 2018.
21.1
Reconciliation of revenue recognised with contract price :
Contract Price 2,375.84 2,052.88
Adjustments for contract liabilities (13.02) -
Revenue from contracts with customers 2362.82 2,052.88
21.2 Includes revenue from Transaction charges amounting to C 924.74 crores (Previous year : C 717.90 crores) kept in separate
bank account based on SEBI directive which have been subsequently invested in fixed deposits, deposits with financial
institutions, mutual funds and debentures. [Refer Note 4.2, 5.2, 7.1, 10.2 & 31(i)(a)]
21.3 Pertains to revenue from Colocation services amounting to C 136.97 crores (Previous year : C 103.56 crores) kept in separate
bank account based on SEBI directive which have been subsequently invested in fixed deposits, deposits with financial
institutions, mutual funds and debentures [Refer Note 4.2, 5.2, 7.1, 10.2 & 31(i)(a)]
21.4 Represents income generated from sources of funds related to operating activity of the Company.
22.1 This includes amount of C Nil reclassified from other comprehensive income on account of sale of investments for the year
ended March 31, 2019 (March 31, 2018 : C 1.93 crores)
Note :
Payment to auditors
As auditors :
Audit fees 0.47 0.47
Limited review 0.15 0.15
In other capacities
Certification matters 0.06 -
Other services 0.04 0.23
Total 0.72 0.84
24.1 It represents contribution to National Stock Exchange Investor Protection fund trust formed as required under SEBI regulation.
25.1 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.
26. 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 (H in Crores)
as follows:
Particulars 31.03.2019 31.03.2018
a. Approach used Deterministic Deterministic
b. Increase in compensation levels 8.00% 8.00%
c. Discount Rate 7.48% 7.68%
d. Attrition Rate 12.00% 12.00%
e. Weighted Average Yield 8.15% 8.90%
f. Weighted Average YTM 8.10% 8.85%
g. Reinvestment Period on Maturity 5 years 5 years
h. Mortality Rate Indian Assured Indian Assured
Lives Mortality Lives Mortality
(2006-08) (2006-08)
Ultimate Ultimate
i. Total PF assets as on date of valuation (C in Crores) 96.35 64.61
(ii) The net liability disclosed above relates to funded plans are as follows: (H in Crores)
Particulars 31.03.2019 31.03.2018
Fair value of plan assets as at the end of the year 27.97 14.92
Liability as at the end of the year (35.15) (21.22)
Net (liability) / asset (7.18) (6.30)
(v) The expected maturity analysis of undiscounted gratuity defined benefits is as follows: (H in Crores)
Particulars 31.03.2019 31.03.2018
1st Following Year 4.54 2.87
2nd Following Year 3.84 2.49
3rd Following Year 6.34 3.16
4th Following Year 4.83 5.09
5th Following Year 2.85 3.51
Sum of Years 6 to 10 14.09 15.36
(vi) Expected contribution to gratuity plan for the year ending March 31, 2019 are C 3.93 Crore
27. Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision
Maker (“CODM”) of the Company. The CODM, who is responsible for allocating resources and assessing performance of the
operating segments, has been identified as the Managing Director and CEO of the Company. The Company operates only in one
Business Segment i.e. facilitating trading in securities and the activities incidental thereto within India, hence does not have
any reportable Segments as per Indian Accounting Standard 108 “Operating Segments”. The Company while presenting the
consolidated financial statements has disclosed the segment information to the extent applicable as required under Indian
Accounting Standard 108 “Operating Segments”.
(H in Crores)
Financial Assets and Liabilities Notes Level 1 Level 2 Level 3 Total
measured at Fair Value - recurring fair 31-Mar-
Value measurements At March 31, 2019 2019
Financial Assets
Financial Investments at FVPL
Mutual Fund - Growth Plan 4, 7 1,613.92 - - 1,613.92
Mutual Fund - Fixed Maturity Plan 4 - 502.18 - 502.18
Exchange Traded Funds 4 225.91 - - 225.91
Financial Investments at FVOCI
Debt Instrument at FVOCI - Government 4 - 531.16 - 531.16
Securities
Unquoted Equity Investments - National 4 - - 134.17 134.17
Commodity & Derivative Exchange Ltd.
Quoted Equity Investments - Multi Commodity 4 0.40 - - 0.40
Exchange of India Limited
Total Financial Assets 1,840.23 1,033.34 134.17 3,007.73
(H in Crores)
Financial Assets and Liabilities Notes Level 1 Level 2 Level 3 Total
measured at Fair Value - recurring fair 31-Mar-
Value measurements At March 31, 2018 2018
Financial Assets
Financial Investments at FVPL
Mutual Fund - Growth Plan 4, 7 1,842.46 - - 1,842.46
Mutual Fund - Fixed Maturity Plan 4 466.17 466.17
Exchange Traded Funds 4 362.38 - - 362.38
Financial Investments at FVOCI
Debt Instrument at FVOCI - Government 4 - 529.15 - 529.15
Securities
Unquoted Equity Investments - National 4 - - 136.51 136.51
Commodity & Derivative Exchange Ltd.
Quoted Equity Investments - Multi Commodity 4 0.33 - - 0.33
Exchange of India Limited
Total Financial Assets 2,205.17 995.32 136.51 3,337.00
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
idential assets or liabilities (level 1 measurements) and lowest priority to unobservable inputs (level 3 measurements). The
categories used are as follows:
- Level 2:
- Level 2: The fair value of financial instruments that are not traded in an active market (for example, government securities
is determined using Finacial Benchmarks India Private Limited valuation techniques which maximise the use of observable
market data, fixed maturity plan based on NAV declared by the fund) and rely as little as possible on entity-specific
estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
- 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.
- 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 transfers between levels during the year ended March 31, 2019 and March 31, 2018.
ii) Valuation technique used to determine fair value :
Specific valuation techniques used to value financial instruments include:
- The use of quoted market prices or dealer quotes for similar instruments
- The fair value of the remaining financial instruments is determined using discounted cash flow analysis and price to book
value multiple, as applicable.
Particulars Fair Value Fair Value Significant Unobservable inputs* Fair Value Fair Value
31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18
Unquoted Equity Shares - 134.17 136.51 P/B Multiple 6.0x 5.0x
NCDEX
Business Risk Discount 60% 60%
Resultant P/B multiple 2.4x 2.0x
Liquidity Discount 30% 30%
Applicable P/B Multiple 1.7x 1.4x
Particulars Fair Value Fair Value Significant Unobservable inputs* Fair Value Fair Value
31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18
P/B multiple based on latest available 2.4x 2.4x
transactions
Average P/B multiple arrived at 2.0x 1.9x
Estimated Book value as at balance sheet 438.60 479.00
date (C In Crores)
Equity valuation of NCDEX 894.50 910.20
(C in Crores)
Valuation of 15% stake (C in Crores) 134.17 136.53
* There were no significant inter relationship between unobservable inputs that materially affect fair value
vi) Fair value of financial assets and liabilities measured at amortised cost : (H in Crores)
Particulars 31-Mar-19 31-Mar-18
Carrying Fair Value Carrying Fair Value
Amount Amount
Financial Assets
Debentures 868.31 872.32 854.24 853.49
Taxable Bonds 102.48 105.46 113.02 116.43
Taxfree Bonds 923.39 956.21 981.70 1,003.85
Fixed Deposits with Banks 800.52 804.76 247.45 246.56
Deposits with financial institutions 125.89 125.81 - -
Security Deposits 2.32 2.32 2.55 2.55
Total Financial Assets 2822.90 2866.87 2,198.96 2,222.88
Financial Liabilities
Obligations under Finance Lease 11.40 12.91 10.84 12.65
Total Financial Liabilities 11.40 12.91 10.84 12.65
The carrying amounts of trade receivables, contract liabilities, trade payables, other receivables, cash and cash equivalent
including other current bank balances and other liabilities 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, fixed deposits, deposits with financial
institutions 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.
(b) Details of transactions (including service tax / GST wherever levied) with related parties are as follows :
(H in Crores)
Name of Related party Nature of Transactions Year ended Year ended
31.03.2019 31.03.2018
NSE Clearing Limited Usage charges received 20.01 18.85
(formerly known as Space and Infrastructure usage charges received 10.74 5.51
National Securities Reimbursement received for expenses on staff on deputation 9.50 1.51
Clearing Corporation Reimbursement received for other expenses incurred 37.32 40.02
Limited) Reimbursement paid for CAMS Charges 0.91 0.81
Dividend received 36.00 72.00
Clearing and Settlement charges paid 164.81 141.70
Investment in Equity Share Capital 5.64 5.64
Closing balance (Credit)/Debit 9.20 (8.96)
NSE IFSC Limited Reimbursement received for expenses on staff on deputation 2.26 1.37
Subscription of Equity share capital 40.00 25.00
Deposit received - 0.03
Reimbursement received for other expenses incurred 0.00 0.67
Sale of assets 0.60 1.52
Investment in Equity Share Capital 90.00 50.00
Closing balance (Credit)/Debit 12.88 7.67
(H in Crores)
Name of Related party Nature of Transactions Year ended Year ended
31.03.2019 31.03.2018
NSE IFSC Clearing Reimbursement received for expenses on staff on deputation 0.32 0.84
Corporation Limited Reimbursement received for other expenses incurred 0.00 0.10
Closing balance (Credit)/Debit 1.54 1.24
NSEIT Limited Reimbursement received for other expenses incurred 0.00 0.01
Software Development Charges paid 2.50 0.15
Software Expenses 0.27 -
Repairs and maintenance – Computer trading , 34.10 36.66
Telecommunication systems
Reimbursement paid for IPO Expenses received - 0.10
STP Charges Received 0.01 0.01
Test expenses paid - 6.85
Empanelment charges received 0.05 0.09
IT management and consultancy charges paid 11.20 4.93
Closing balance (Credit)/Debit (6.42) (22.41)
NSE Data & Analytics Space and Infrastructure usage charges received 1.82 1.29
Limited (formerly known Reimbursement received for expenses on staff on deputation 5.62 3.81
as DotEx International Reimbursement received for other expenses incurred 2.42 0.45
Limited) Reimbursement received for expenses incurred 0.12 -
Empanelment charges received 0.09 0.06
Amount received towards revenue sharing on account of info 26.94 22.55
feed services
Recovery towards web trading facility provided to members 1.82 1.82
Web trading related expenses paid 25.00 18.97
Closing balance (Credit)/Debit (2.53) 0.40
NSE Indices Limited License fees paid 16.52 12.73
(formerly known as Usage Charges received 0.89 0.87
India Index Services & Space and Infrastructure usage charges received 1.78 1.71
Products Limited) Reimbursement received for expenses on staff on deputation 3.42 3.27
Reimbursement received for other expenses incurred 8.53 0.49
Closing balance (Credit)/Debit (0.31) (0.13)
NSE Infotech Services IT management and consultancy charges paid 6.57 34.13
Limited Repairs and maintenance – Computer trading , 5.17 26.15
Telecommunication systems
Rent received 0.09 0.54
Reimbursement received for other expenses incurred 0.92 1.29
Closing balance (Credit)/Debit (0.58) (15.46)
NSE Investments Space and Infrastructure usage charges received 0.23 0.24
Limited (formerly Dividend Received 144.55 47.91
known as NSE Strategic Reimbursement received for expenses on staff on deputation 1.14 1.34
Investment Corporation Reimbursement received for other expenses incurred 0.10 1.47
Limited) Investment in Preference Share Capital 412.97 412.97
Investment in Equity Share Capital 413.13 413.13
Closing balance (Credit)/Debit 0.64 1.09
(H in Crores)
Name of Related party Nature of Transactions Year ended Year ended
31.03.2019 31.03.2018
NSE Academy Reimbursement received for expenses on staff on deputation 5.02 2.48
Limited Refund of NISM income received on their behalf 11.47 -
Sharing of Expenses - 0.48
Reimbursement received for other expenses incurred 0.74 0.77
Space and Infrastructure usage charges received 1.89 0.88
Closing balance (Credit)/Debit 0.26 0.14
NSE Foundation (w.e.f. Investment in Equity Share Capital 0.04 0.04
05.03.2018) Space and Infrastructure usage charges received 0.28 -
Reimbursement received for expenses on staff on deputation 0.82 -
Reimbursement received for other expenses incurred 0.26 0.01
Contribution towards CSR 26.90 54.49
Closing balance (Credit)/Debit 0.38 0.01
National Securities Dividend received 2.40 2.40
Depository Other Charges Received 0.00 -
Limited Sitting Fees Received 0.15 0.06
DP Validation Charges 0.53 1.69
Investment in Equity Share Capital 58.92 58.92
Closing balance (Credit)/Debit 0.01 0.01
NSDL e-Governance PAN verification charges paid 0.16 -
Infrastructure Closing balance (Credit)/Debit (0.09) -
Limited
BFSI Sector Skill Council Amount paid towards PMKVY centres - 0.20
of India Investment in Equity Share Capital 1.00 1.00
Closing balance (Credit)/Debit - -
Computer Age Sharing of Income 0.64 -
Management Services Amount paid towards Rent 0.23 0.24
Private Limited Closing balance (Credit)/Debit (0.61) (0.09)
Receivables Exchange Reimbursement received for other expenses incurred 0.23 0.17
Of India Limited Sale of assets - 0.39
Usage charges received 0.36 1.41
Space and Infrastructure usage charges received 0.61 1.28
Reimbursement received for expenses on staff on deputation 1.15 2.02
Closing balance (Credit)/Debit 1.15 0.63
Mr. Vikram Limaye (w.e.f. Short-term employee benefits 7.09 3.89
17-Jul-17) Post-employment benefits (Refer note 29.1) 0.24 0.15
Long-term employee benefits (Refer note 29.2) 0.77 -
Total Remuneration 8.10 4.04
Mr. J. Ravichandran - Short-term employee benefits - 1.51
CEO - Incharge (upto Post-employment benefits (Refer note 29.1) - 0.12
16-Jul-17) Long-term employee benefits (Refer note 29.2) - 0.18
Total Remuneration - 1.81
Key Management Sitting Fees Paid to Directors 2.48 3.63
Personnel
29.2 includes 50% of the variable pay payable after 3 years subject to certain conditions,
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 guarantees provided or received for any related
parties receivables or payables as of March 31, 2019 and March 31, 2018. The Company has not recorded any impairment of
receivables relating to amount owed by related parties.
30. CAPITAL AND OTHER COMMITMENTS (H in Crores)
Particulars 31.03.2019 31.03.2018
Estimated amount of contracts remaining to be executed on capital account (net of advances) 43.39 16.49
and not provided
Other Commitments (Primarily in respect of operating expenses) 96.83 144.31
Three show cause notices were issued by SEBI to the Company and to some of its employees, including former employees,
in respect of the preferential access to tick by tick data in Colocation facility, Dark Fibre point to point connectivity and
Governance and related matters which were responded to. Further, NSE had also filed a Consent Application with SEBI on August
31, 2018 in respect of the said show cause notices. SEBI vide its letter dated April 30, 2019 has returned the Consent Application filed by
NSE and has passed orders in respect of all the three show cause notices. In the first order, it has passed a direction on NSE inter alia to
disgorge an amount of C 624.89 crores along with interest at the rate of 12% per annum from April 01, 2014 till the actual date of payment
and certain non-monetary and restrictive directions prohibiting the Company from raising funds from the market, through issuance of
equity, debt or other securities for a period of six months from the date of the order; in the second order it passed a direction to deposit
a sum of C 62.58 crores along with interest at the rate of 12% p.a. from September 11, 2015 till the actual date of payment along with
other non-monetary and restrictive directions and in the third order it has passed certain non-monetary and remedial directions on NSE.
Additionally, NSE has also received Adjudication notices covering the above three orders which are currently pending for
hearing before SEBI.
The Company has received the orders passed by SEBI and has sought legal advise thereon. Having regard thereto, the
Company believes that it has strong grounds to contest the above orders including monetary liability (including from
adjudication proceedings ) raised by SEBI. The company intends to file appeals before the Hon’ble Securities Appellate
Tribunal (SAT) against the orders passed by SEBI. Accordingly, no provision for any liability in this regard is considered
necessary in the financial statements for the year ended March 31, 2019.
(b) Additionally, the Company has regularly received notices, inquiry / query letters and inspection letters on matters relating
to operations of the Company from SEBI which have been replied to by the Company. Basis the replies filed, the Company’s
management do not expect any material impact on the financial position of the Company.
(c) In a complaint filed by a competitor against the Company, the Competition Commission of India directed the Company to
pay a penalty of C 55.50 crores (March 31, 2018 : C 55.50 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
(d) A suit had been filed, jointly and severally against the Company and NSE Clearing Limited (formerly known as National
Securities Clearing Corporation Limited) for damages / compensation amounting to C Nil (March 31, 2018 : C 152.57
crores) along with interest thereon and has been disputed by the Company. The suit was withdrawn during the year.
Based on the legal opinion/advice received, the Company is of the view that the above matters are not likely to have any
material impact on the financial position of the Company.
(a) Income Tax: C 323.51 Crores (March 31, 2018: C 47.55 Crores) along with interest thereon.
(b) Fringe Benefit Tax: C 2.21 Crores (March 31, 2018 : C 2.21 Crores)
(c) Wealth Tax: C 0.09 Crores (March 31, 2018: C 0.09 Crores). Wealth Tax liability includes C 0.02 Crores (March 31, 2018: C
0.02 Crores) on account of Tax Department appeals pending disposal before the Bombay High Court.
(d) Service Tax: C 50.02 crores (March 31, 2018: C 39.75 crores) along with penalty thereon.
(e) Securities Transaction Tax: C 6.76 Crores (March 31, 2018: C 6.76 Crores).
(f) Bank guarantees C 1 crore (March 31, 2018 : C 1 crore)
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 contingent 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.
(iii) Other claims against the company not acknowledged as debts amounts to : C 6.77 Crores (March 31, 2018 : C 7.29 Crores).
32. Details of dues to micro and small, medium enterprises as defined under the MSMED Act, 2006
Trade Payables includes C 0.01 Crores (March 31, 2018: C 1.20 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.
33. On February 28, 2019, the Honorable Supreme Court of India delivered a judgement in the case of Vivekananda Vidyamandir
and Others Vs The Regional Provident Fund Commissioner (II) West Bengal‘ in relation to non-exclusion of certain allowances
from the definition of “basic wages” of the relevant employees for the purposes of determining contribution to provident fund
under the Employees’ Provident Funds & Miscellaneous Provisions Act, 1952. The Employees’ Provident Fund Organisation also
issued a circular (Circular No. C-I/1(33)2019/Vivekananda Vidyamandir/284) dated March 20, 2019 in relation to aforesaid
matter.
In Company’s assessment, the above judgement is not likely to have a significant impact, and therefore presently no provision
has been made in the financial statements. The Company will continue to monitor the developments in this matter.
b) Amount spent during the year towards Primary Education, Elder Care, etc : (H in Crores)
Particulars 31.03.2019 31.03.2018
In cash In cash
(i) Construction / acquisiting of any asset - -
(ii) Contribution to NSE Foundation towards CSR 26.90 54.49
(iii) On purposes other than (i) & (ii) above (Refer note 34b.1) - 22.78
b.1) Excludes C Nil (previous year C NIL) on capacity building of personnel and implementing agencies etc., which is in excess of
5 % of total CSR expenditure.
During the year ended March 31, 2018, the Company was required to spend an amount of C 23.83 crores being 2%
of average profit of last 3 financial years. In this regard, an amount of C 22.78 crores had been spent by the Company.
Accordingly, the balance amount of C 1.06 crores along with the previous years unspent amount of C 53.43 crores lying
in the CSR reserve had been contributed to NSE Foundation. Accordingly, CSR reserve created during the finacial year
ended March 31, 2017 had been utilised in the year ended March 31, 2018 and credited to Retained Earnings. [Refer note
11(b)].
35. LEASE
The Company 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 Company.
(H in Crores)
Particulars As at 31.03.2019 As at 31.03.2018
Minimum Present value Minimum Present value
lease of minimum lease of minimum
payments lease payments lease
payments payments
Obligations under finance lease
- Not later than one year 1.83 1.83 1.20 1.20
- Later than one year and not later than five years 7.36 4.39 7.35 4.19
- Later than five years 127.13 5.18 128.42 5.43
Total minimum lease commitments 136.32 11.40 136.97 10.82
Less: future finance charges 124.92 - 126.15 -
Present value of minimum lease premium 11.40 - 10.82 -
Other financial liabilities - current 1.83 - 1.20 -
Other financial liabilities - non current 9.57 11.40 9.62 10.82
The company leases various offices under non-cancellable operating leases expiring within two to eight years. The leases have
varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated.
The lease has escalation clause and there is no right to renew or purchase option.
As at 31.03.2018
Financial Assets
Trade Receivables 328.28 - 328.28 - 1,020.88
38. FAIR VALUE MEASUREMENTS
Financial Instruments by category (H in Crores)
Particulars 31-Mar-19 31-Mar-18
FVPL FVOCI Amortised FVPL FVOCI Amortised
Cost Cost
Financial Assets
Investments
Equity Instruments - 134.57 - - 136.84 -
Debentures - - 868.31 - - 854.24
Taxable Bonds - - 102.48 - - 113.02
Taxfree Bonds - - 923.39 - - 981.70
Fixed Deposits with Banks - - 800.52 - - 247.45
Deposits with financial institutions - - 125.89 - - -
Government Securities - 531.16 - - 529.15 -
Mutual Funds 2,116.10 - - 2,308.62 - -
Exchange Traded Funds 225.91 - - 362.38 - -
Trade Receivables 368.61 328.28
Cash and Cash equivalents 39.38 44.81
Security deposits 2.32 2.55
Other receivables 40.11 37.87
Total financial assets 2,342.00 665.73 3,270.99 2,671.01 665.99 2,609.91
Financial liabilities
Obligations under Finance Lease 11.40 10.84
Deposits 1,092.68 1,139.08
Trade Payables 80.33 130.60
Other liabilities 153.17 124.01
Total financial liabilities 1,337.57 1,404.53
The following table shows the maturity analysis of the Company’s financial liabilities based on contractually agreed
undiscounted cash flows as at the Balance Sheet date.
(H in Crores)
Particulars Carrying Less than 12 More than 12 Total
amount months months
As at March 31, 2019
Trade payables 80.33 80.33 - 80.33
Deposits 1092.68 1092.68 - 1092.68
Obligation under finance lease 11.40 1.83 134.49 136.32
Other liablities 153.17 - - -
As at March 31, 2018
Trade payables 130.60 130.60 - 130.60
Deposits 1,139.08 1,139.08 - 1,139.08
Obligation under finance lease 10.84 1.20 135.77 136.97
Other liablities 124.01 124.01 - 124.01
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. Based 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, 2019 and 2018 is the carrying value of each class of
financial assets as disclosed in note 4, 5, 7, 8, 9 and 10.
42. For the year ended March 31, 2019 and March 31, 2018, the Company is not required to transfer any amount into the Investor
Education & Protection Fund as required under section 125 of the Companies Act, 2013.
For Price Waterhouse & Co Chartered Accountants LLP For and on behalf of the Board of Directors
Chartered Accountants
Firm’s Registration no : 304026E / E-300009