NSE Annual REport

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25 years of

Building Indian 27th Annual Report


Capital Markets 2018-19
Contents

002 006 008


MD & CEO’s Corporate Milestones
overview snapshot

014 018 020


Our growth in NSE: NSE:
the past four Transforming Revitalising
years platforms its brand
identity

022 024 026


NSE: NSE: Focus NSE:
Putting the on safety and Key role
investor first integrity of in capital
market formation

028 029 030


NSE: NSE: Board of
Future- A global Directors
facing leader

032 034 039


Silver jubilee Management Corporate
celebrations discussion & information
analysis

040 156 243


Board’s Consolidated Standalone
report financial financial
statements statements
The year 2018-19 was a landmark for
National Stock Exchange of India Limited.
The Company completed 25 years of
successful operations.

During this period, NSE has helped


transform India in various ways.
By providing an electronic trading
interface that replaced the traditional
outcry trading method.
By enhancing transaction efficiency and
transparency.
By providing every investor or trader
with equal opportunity irrespective of
background, location or transaction size.
By providing a multi-asset exchange
platform that global investors prefer.
By providing technology robustness,
translating into a high systemic uptime in
line with the best global standards.
By maintaining market integrity and
safety through effective regulations,
supervision and risk management.
Helping take India confidently into the
future.
MD & CEO’s overview

This year marks the Silver


jubilee year for NSE.
I am delighted to share
that over the last 25
years, NSE has emerged
as an institution of great
national importance and
has successfully played a
critical role in transforming
India’s capital markets.
Keeping up with its past
trend, NSE has completed
one more year of
successful growth.
It gives me immense
pleasure to share with you
some of the key highlights
for fiscal 2019.

002 | National Stock Exchange of India Limited


Fiscal 2019 witnessed overall its peer group, globally. As on March NSE has always been at the forefront
global slowdown particularly in the 31, 2019, NIFTY indices continued of strengthening and supporting the
second half of the year. This trend with their market leadership position small and medium enterprises and
largely emerged in the context of the with 20 index funds and 48 ETFs in retail investors. From conventional
overhang arising from trade tensions India linked to these indices. The total manufacturing companies to new-
between USA and China, sluggish Assets under Management (AUM) economy start-ups, NSE has always
economic performance of some of of ETFs (equity and debt) and Index endeavoured to create a vibrant capital
the significant countries in Europe Funds linked to NIFTY indices in India raising environment. NSE believes
and Asia and the resultant overall was over H1 Lakh Crores with NSE’s that Small and Medium Enterprises
weakening of the financial market market share of about 78%. The total (SME) are crucial not only for economic
sentiment. AUM of international ETFs linked to growth, but also for employment and
NIFTY indices was USD 1,100 million inclusive growth. As of March 31,
In the above context, it is heartening
as on March 31, 2019. 2019, there are 189 SME companies
to note that NSE has continued to
listed on NSE Emerge (SME Platform),
maintain its leadership position both Akin to its fundamental role of capital
of which 62 were listed during 2018-
domestically as well as globally. formation on the one hand and
19 raising more than H1048 crores.
savings mobilisation on the other,
The innate strength of the Indian
NSE continued to be the preferred During the year, NSE launched its
economy continued to be robust with
venue for capital raising. With 1,900+ commodities derivatives platform. The
sustained GDP growth rate of ~7%
and the Indian economy continued to
retain its status as the fastest growing
major economy of the world.
NSE continued to enjoy a market share
THE INNATE STRENGTH OF THE
of about 91% in the CM segment, INDIAN ECONOMY CONTINUED
almost 100% market share in the TO BE ROBUST WITH SUSTAINED
Equity Derivatives segment and about GDP GROWTH RATE OF ~7%
55% in the Currency Derivatives
segment.
AND THE INDIAN ECONOMY
CONTINUED TO RETAIN ITS
I am particularly delighted that,
over the years, NSE has emerged as STATUS AS THE FASTEST
a prominent market infrastructure GROWING MAJOR ECONOMY OF
institution in the rapidly changing THE WORLD.
global market place. The business
performance and recognition that
NSE has garnered in all these years
is beyond just the robust financial
performance. Globally, while NSE was companies listed on it and having a launch is yet another milestone for
ranked 2nd across all the derivatives combined market capitalization of NSE. This introduction to our existing
exchanges in the world based on the nearly H149 trillion, NSE continues bouquet of asset classes gives the
volume of contracts traded; it was to enjoy the status of the premier trading community the complete NSE
ranked No. 1 in terms of contracts exchange of the country. During fiscal advantage to trade and clear multiple
traded in index options and currency 2019, the aggregate value of Initial asset classes at one single location
options and futures. In the capital Public Offerings (IPOs) and Offer leading to capital efficiency.
market segment, NSE was ranked for Sale (OFS) was around H208.33
Further, NSE introduced Weekly
2nd largest in the world based on the billion. Also, fresh capital raised
Options Contracts on NIFTY 50 and
number of trades in the year 2018. through Initial Public Offerings (IPOs)
NIFTY IT Index in Future and Options
on the SME Platform was around H10
NIFTY50, our flagship index, continued segment w.e.f. February 11, 2019.
billion and Public bonds saw renewed
to evince significant traction among Addition of weekly options contract
momentum raising H273 billion.

Twenty-seventh Annual Report 2018-19 | 003


will add flexibility and support a variety successfully launched during the has its presence in the Middle East
of trading strategies. Participants year. Besides, our state of the art BCP and North America. This acquisition
will be able to hedge more efficiently centre in Chennai has helped reduce will help NSEIT provide globally
against market movements resulting the switchover time to the BCP. Also, benchmarked cybersecurity offerings
from economic data releases, split operations from the BCP site are to enterprises, including cybersecurity
corporate announcements, particularly successfully functional across all the assessments, risk management,
the financial results announcements or areas. security product implementation and,
market events taking place in specific security monitoring and response.
In July 2018, NSE Clearing Ltd entered
time frames.
into an agreement with Nasdaq for Two of our subsidiaries NSE IFSC
NSE rebranded itself in its silver jubilee real-time clearing, risk management Limited (NSE IFSC) and NSE IFSC
year. Our new identity reflects vibrancy and settlement technology. Nasdaq Clearing Corporation Limited (NICCL)
and the multi-faceted nature of our will provide a state-of-the-art located at the International Financial
business. architecture utilizing the Nasdaq Service Centre at GIFT City, Gujarat
Financial Framework, which will have both promise and potential. With
Technology is the backbone of NSE’s
enable all asset classes to be cleared the right regulatory environment and
core infrastructure. It is both an
and settled through one system. This our commitment, they are expected
enabler as well as a lever. NSE has
broad based strategic partnership will to emerge as a leading Global
exchange and a Clearing Corporation
respectively. NICCL has recently
received recognition as a third country
CCP under the European Market
Infrastructure Regulation (EMIR) from
NSE HAS ALWAYS BEEN A European Securities Market Authority.
THOUGHT LEADER AND IS During the year, NSE IFSC received
KNOWN FOR INTRODUCING CFTC certification enabling investors
INNOVATIVE TECHNOLOGIES. in USA to participate in NIFTY50 Index
Futures.
SPEED, LATENCY, RESILIENCE
AND SECURITY ARE FOUR In the colocation matter, SEBI
on April 30 2019 returned the
IMPORTANT TENETS OF OUR Consent Application filed by NSE
TECHNOLOGY. and subsequently on the same day
passed orders in all the three show
cause notices. In the first order, it has
passed a direction on NSE inter alia
to disgorge an amount of H624.89
crores along with interest at the rate
of 12% per annum from April 01,
always been a thought leader and take the relationship between the two
2014 till the actual date of payment
is known for introducing innovative exchange groups to the next level and
and certain non-monetary and
technologies. Speed, latency, would benefit capital markets in the
restrictive directions; in the second
resilience and security are four areas of listing, corporate and market
order, it passed a direction to deposit
important tenets of our technology. services, data and innovations in
a sum of H62.58 crores along with
During the year, many initiatives products, processes and technology.
interest at the rate of 12% p.a. from
in these areas including projects
Further, Nasdaq has also entered into September 11, 2015 till the actual
surrounding enhanced customer
an agreement with NSEIT Ltd to utilize date of payment along with other non-
experience have been undertaken
NSEIT’s capability in implementations monetary and restrictive directions
to enhance the overall customer
and project augmentation globally. and in the third order, it has passed
experience and also to keep our
certain non-monetary and remedial
technology platform efficient and During the year, NSEIT Ltd has
directions on NSE.
competitive. Embracing newer acquired cyber security company Aujas
technologies such as Artificial Networks Private Limited as it seeks Additionally, NSE has also received
Intelligence (AI), Block Chain etc., to strengthen the capital markets Adjudication notices covering identical
many initiatives / projects were ecosystem. Apart from India, Aujas matters, facts, circumstances and

004 | National Stock Exchange of India Limited


grounds as stated in each of the above ratio of 60% of the Consolidated Net As we celebrate the silver jubilee year
orders, which are currently pending for Profit available for distribution. On a of NSE, it’s a privilege to be part of this
hearing before SEBI. standalone basis, the Dividend Pay Out glorious institution which has made
ratio works out to 74% of the profits India proud! This journey involves
Based on the examination and review
available for distribution. market reforms, building of the market
of the aforesaid orders, the Company,
eco system, innovative products,
in consultation with its legal advisors, NSE group has been at the forefront of
services and technology and above
has arrived at a view that it has robust being a socially responsible corporate
all the highest standards of ethics
grounds to appeal in respect of all citizen. In this direction, the Company
and corporate governance. With the
the three orders. Accordingly, the has identified primary education, elder
continued support of all stakeholders,
Company has appealed the same care, water, sanitation and hygiene
I am confident that NSE will reach
with the Hon’ble Securities Appellate as the key focus areas. Throughout
greater heights in the years to come.
Tribunal (SAT). the year, several initiatives have been
undertaken through its group company I would like to express my sincere
On the financial front, for FY 2018-
namely NSE Foundation. It is gratifying gratitude to all Board members for
19, the consolidated revenue of
to note that in recognition of its efforts their commitment and valuable
NSE Group was H3,515 crores
and impact, NSE Foundation has been inputs. I would also like to take this
(y-o-y increase of 16%). Of this,
bestowed with several awards from opportunity to thank the government,
approximately 86% of the revenue was
contributed by core operations. The
Profit before tax was H2,576 crores
(y-o-y increase of 17%) and the Profit
after Tax was H1,708 crores(y-o-y
increase of 17%). Further, since the ON THE FINANCIAL FRONT, FOR
Company expects a positive outcome FY2018-19, THE CONSOLIDATED
from the appeals in the colocation
related matters and believes that the
REVENUE OF NSE GROUP STOOD
monetary liability in respect of the first AT H3,515 CRORES (Y-O-Y
and the second order and from the INCREASE OF 16%). OF THIS,
adjudication proceedings pending for APPROX. 86% OF THE REVENUE
hearing before SEBI is not probable,
no provision for any liability has been
WAS CONTRIBUTED BY CORE
made in the financial statements as at OPERATIONS.
March 31, 2019.
It is noteworthy that for the year
2018-19, while the EBIDTA margin for
the Group was 77%, the ratio of Profit
after Tax to Revenue was 49%. The
Return on Capital Employed (ROCE)
reputed domestic and international regulators, all our shareholders and
was 27%. With this, NSE continues
agencies such as UN, ET Now, CSR other stakeholders for their continued
to be in the Top Decile amongst the
Times and Golden Peacock. support and confidence in NSE. Last
leading exchanges globally in terms of
but not the least, I would like to
financial performance. Going forward, as a country, we
congratulate and place on record my
are well positioned for growth. It
The Company believes in creating sincere appreciation to the employees
is expected that the Indian capital
long term value for its shareholders. for their relentless hard work and
markets will remain robust mainly
Consistent with its Dividend Policy, dedication over the years.
due to the overall positive economic
during the year 2018-19, the Company
fundamentals and stable political
has distributed an interim dividend
environment. This will also provide Vikram Limaye
of 925% (i.e. H9.25 per share) and
further fillip to the growth and MD & CEO
has recommended a final dividend
participation in the Indian capital
of 800% (i.e. H8.00 per share). With
markets.
this, the total Dividend Pay-out stands
at H17.25 per share with a Pay-out

Twenty-seventh Annual Report 2018-19 | 005


Corporate snapshot

25 years. Ethical pedigree

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,

did not just


financial well- respect and care for
being of people. the individual.

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.

Regulatory role Pedigree Scale


and governance NSE was incorporated in Today, National Stock
NSE’s Regulatory 1992 and was recognised Exchange (NSE) is
group comprising as a stock exchange by the largest multi –
of Surveillance and SEBI in April 1993 and asset exchange stock
Investigation, Member commenced operations exchange in India and
Inspection and in 1994 with the launch the second largest in
Enforcement, Investor of the wholesale debt the world (by number of
Services and Listing market, followed shortly equity trades in 2018).
Compliance works after by the launch of the The exchange has been
proactively towards cash market segment. the largest in India
enhancing trust in in terms of total and
markets through average daily turnover
effective governance and for equity shares every
supervisory practices. single year since 1995.

006 | National Stock Exchange of India Limited


Share Pioneering Close to customers
NSE began operations in It pioneered a modern, fully- NSE is headquartered at
1994 and enjoys leading automated screen-based Exchange Plaza, Mumbai,
market shares by total trading system across India. India with client-facing
turnover of 91.12% in equity NSE emerged as the first de- regional offices in Mumbai,
cash trading,99.99% in mutualised stock exchange in Kolkata, Delhi, Chennai and
Ahmedabad. In the last few
equity derivatives trading, India, set up as a public limited
years, NSE commissioned
53.70% in currency company, owned by leading offices in Indore, Kanpur,
derivatives trading, 68.81% financial institutions, banks, Pune, Jaipur, Rajkot, Cochin,
in interest rate derivatives insurance companies and Hyderabad, Bangalore, Patna,
trading and 78.44% in ETFs other financial intermediaries Lucknow and Vadodara. NSE
trading for fiscal 2019. while being managed by has presence in all the
professionals. major cities of the country.

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.

Inclusive Choice Convenience


NSE believes that the NSE widened investor NSE facilitates trading in cash market
scale and breadth of its choice. The exchange and derivatives market. NSE’s
products and services, introduced new products clearing corporation and subsidiary
sustained leadership for trading, such as NSE Clearing Limited (NCL) provides
positions across multiple commodity, futures and clearing and settlement services for
asset classes in India options on new currency the exchange to support members
and globally enable it to pairs, new indices and throughout the lifecycle of a trade.
be highly responsive to interest rates, trading in NCL was the first clearing corporation
market demands and mutual fund units and established in India.
changes and deliver offer for sale bidding,
innovation in both and improvement of our
trading and non-trading trading technology and
businesses to provide platforms.
high-quality data and
services to market
participants and clients.

Twenty-seventh Annual Report 2018-19 | 007


Milestones
Launched
Commodity
Derivatives
segment, goBid
Mobile app for
government
securities and
Tri-Party Repo of
Corporate Debt
Securities.
Weekly option
on NIFTY 50 was
launched Launched
currency
E-voting for
derivatives on Launched
corporates
Non-FCYINR NIFTY 50 index
NSE derivatives pairs futures trading
access was on TAIFEX
extended to US Launched
clients NIFTY SME Launched Entered into a
EMERGE Index platform for memorandum of
Signs Post- and 72 fixed sovereign gold understanding
Trade Technology
income and bond issuances to enhance co-
and Strategic Promoted
three hybrid operation with
Partnership NSE IFSC, the Launched an
Agreement with indices the London Stock
International electronic book-
Nasdaq Exchange Group
Entered into a Stock Exchange building platform
MoU with MOU with The in India’s first for the private Renamed CNX
London Stock Colombo Stock IFSC SEZ at GIFT placement of NIFTY to NIFTY
Exchange Group Exchange (CSE) City Gandhinagar debt securities 50

2018 2019 2017 2018 2016 2017 2015 2016 2014 2015

2007 2008 2005 2006 2004 2005 2001 2002 2000 2001

Became the Incorporated Launched Launched ETF Launched index


first exchange NSE InfoTech NIFTY Bank listings options based
in India to Ltd., a wholly- index derivatives on the NIFTY
offer trading in owned 50 index (then
Currency Futures subsidiary for known as S&P
IT research and CNX NIFTY) for
Introduced
development trading
the Securities
Lending and Launched
Borrowing single stock
Scheme (SLBS) futures and
options on listed
Launched the
securities
NOW platform
for web-based
trading

008 | National Stock Exchange of India Limited


Launched NMF-
II platform for
mutual funds
Launched NBF
Commenced
II segment for
trading in index
interest rate
futures and
futures
options contracts
Launched on the FTSE 100
Commenced
trading on India index
trading in index
VIX index futures
Launched SME- futures and
Launched NOW
Commenced specific EMERGE options on
platform for
trading on NIFTY platform for global indices,
mobile devices
50 (then known the listing namely the S&P Launched
as CNX NIFTY) Launched and trading of 500 and Dow Launched Mutual Fund
on the Osaka the New Debt securities of Jones Industrial trading in Service System
Exchange Segment (NDS) SMEs Average currency options (MFSS)

2013 2014 2012 2013 2011 2012 2010 2011 2009 2010 2008 2009

1999 2000 1998 1999 1997 1998 1995 1996 1993 1994 1992 1993

Incorporated Established Established Created and Launched Was recognised


NSE Data & NSEIT, a NSE Indices administered a the equity and as a stock
Analytics Limited wholly-owned Limited (formerly settlement fund wholesale debt exchange
(formerly subsidiary known as India market segments
Launched
known as DotEx and a global Index Services
NIFTY 50 Index Commenced
International technology firm, & Products
electronic or
Limited), a that provides Limited) a Commenced
screen-based
wholly-owned end-to-end subsidiary, as a trading and
trading
subsidiary, and technology joint venture with settlement in
consolidated the solutions, CRISIL Limited dematerialised
data and info- including to operate an securities
vending business application indices business
under Data & services,
Analytics Limited infrastructure
services,
analytics as a
service and IT-
enabled services

Twenty-seventh Annual Report 2018-19 | 009


Awards and
recognition

010 | National Stock Exchange of India Limited


2018-19 2017-18

Innovative CSR Times Awards FICCI CSR Capital 7th Annual


Practices Award for Best Project in Award for Market: Greentech HR
2018 on Sustainable Education under the Exemplary Vision 2020 Award 2017
Development Goals Corporate Foundation Innovation – Best Stock
Category Exchange of
UN Global Compact India
Network India

Golden ET NOW Green IT


Peacock – CSR award
Award for Leadership
2016-17
Corporate Award
Social
Responsibilty
CII - Exim Bank Global Architecture
Prize for Business Excellence Awards
Excellence 2016 - New Service
Offering Initiative India Datacenter Architecting
Achievers Summit and a Digital
Awards, Awards 2017 Transformation
2018 - NSE for Innovation Journey
2015-16 SME Driver of
Entrepreneur-
ship
Golden The Asian FOW Awards
Peacock Banker for Asia -
Innovative Achievement Best New
Ranked among Recognised for
Product / Awards Technology
India’s Top 50 being among the best
Service Award 2015 - Stock Product
companies to work for in India’s financial
Exchange of - Market
services industry
the Year Surveillance

2014-15 2013-14

Futures and Global Finance - Best CII-Exim Bank Capital Finance


Options World Award Derivatives Providers Prize for Business International - Best
for Indian Exchange Award 2014 for exchange Excellence Stock Exchange Award,
of the Year performance India

Twenty-seventh Annual Report 2018-19 | 011


NSE’s
subsidiary
companies

NSE Clearing NSE Investments NSE InfoTech NSE Indices


Limited (NSE Limited Services Limited Limited
Clearing) A wholly-owned (NSETECH) A wholly-owned
A wholly-owned subsidiary, it was A wholly-owned subsidiary of NSE
incorporated to inter Investments Limited,
subsidiary, it became subsidiary of NSE
alia make or hold all it provides a variety
the first clearing Investments Limited,
strategic investments in
corporation to introduce it caters exclusively to of indices and index-
the equity shares and/
settlement guarantees. the technology needs related services and
or other securities of
NSE Group companies. of NSE. products.

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.

012 | National Stock Exchange of India Limited


Products
and
services

Segments Products and services Customer groups

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

Derivatives Products: Stock, Domestic Indices, Proprietary, retail and institutional


Currency, Interest Rate and Commodity participants (domestic and foreign)

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

Twenty-seventh Annual Report 2018-19 | 013


Our growth in the past four years
(H crores) (Number) (H crores)

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

Growth in NIFTY Total NSE turnover Companies listed NSE’s combined


50 index (CM segment) on NSE market capitalisation

014 | National Stock Exchange of India Limited


(H crores) (H crores) (H) (H)
3,514.57

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

Total Profit Earnings per Dividend per


revenues before tax share share

Twenty-seventh Annual Report 2018-19 | 015


Emergence of NSE as the first
de-mutualised stock exchange
in India and change in capital
market scenario

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

016 | National Stock Exchange of India Limited


Full
transparency
in electronic
matching
Real-time
Nationwide
cross-
reach
margining
01
09 02
Inclusion of new

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

Twenty-seventh Annual Report 2018-19 | 017


NSE:
Transforming platforms
and enhancing the
investor experience

018 | National Stock Exchange of India Limited


with highly resilient and high
IN A MARKET WHERE bandwidth IP backbone
EVEN A SECOND’S infrastructure.

DELAY COULD The Exchange was the first in


AFFECT INVESTOR the country to launch internet
trading in 2000, enhancing
INTERESTS, STAYING safety, transparency, speed
AHEAD OF THE and experience. NSE offers
TECHNOLOGY CURVE one of the world’s lowest cost
platforms complemented by
REQUIRES A STRONG unique risk management and
FOUNDATION. surveillance infrastructure.
The Exchange has also
launched an electronic filing
system for listed companies,
direct market access and
NSE has always deployed co-location services (facility
technology at optimum cost owned and operated by NSE),
keeping in mind the market certified for ISO 20000.
needs. The Exchange has a digital
platform for mutual fund
The Exchange in its initial
distributors.
days developed a proprietary
National Exchange for The Exchange has the
Automated Trading, or NEAT, capability to handle order
its screen-based trading messages processing of
system. It played a vital over a billion messages and
role in transforming the regularly handles over 10
Indian capital markets by million equity trades every
introducing electronic trading day. This all coupled with
through the VSAT technology, 99.999% system uptime.
helping widen its Indian
footprint for the benefit of all.
Over the past 25 years, the
Exchange stayed ahead of
the technology curve through
the introduction of innovative
technologies. From the
early day VSAT network, the
exchange has successfully
migrated to a pan-Indian
footprint leased line network,

Twenty-seventh Annual Report 2018-19 | 019


NSE:
Revitalising its
brand identity

020 | National Stock Exchange of India Limited


the other. More importantly,
NSE HAS ENJOYED the identity also showcases
the ambitious new vision for
A SUCCESSFUL India.
JOURNEY ACROSS
The new identity depicts
A QUARTER OF A growth around the modern
CENTURY. representation of a blooming
flower. The multiple
colours encapsulate the
multi-faceted nature of the
Company’s business.
The red denotes NSE’s strong
foundation.
The exchange has been an
acknowledged leader in India The yellow and orange are
and among the 3rd largest inspired by the marigold, a
in the world (by volumes flower denoting prosperity
traded). and auspicious ventures.

NSE’s identity has endured The blue triangle represents


and grown for 25 years a compass and future-
for reliability, expertise, orientation, helping the
innovation and trust. Company find its true North.

The result is that NSE The sharp edges indicate


catalysed a post-liberalisation technology, precision and
India and emerged as a efficiency.
globally respected institution. The shape amplifies NSE’s
Over time, the Company spirit of collaboration.
warranted a new identity to The internal vectors depict
reflect its multi-dimensional NSE’s DNA of continuously
nature: a presence across pushing boundaries.
multiple asset classes,
diverse customer segments While this identity is new,
and roles (regulator, educator NSE’s commitment to
and market developer). ‘Improve the financial well-
being of people’ remains
The Company created a new unchanged. The Company’s
identity during the financial aspiration is aligned with
year under review. This new helping India achieve its
identity is a fresh, modern vision of emerging as one of
and relevant identity that truly the largest global economies.
reflects NSE’s legacy on the
one hand and possibilities on

Twenty-seventh Annual Report 2018-19 | 021


NSE:
Putting the
investor first

022 | National Stock Exchange of India Limited


market data (quotes, prices, women SHGs, artisans,
NSE IS COMMITTED volumes) in real-time in tradeswomen and small scale
addition to information on entrepreneurs.
TO IMPROVE listed companies, corporate
THE FINANCIAL results and announcements.
The Exchange made the
environment safer for
WELLBEING OF The Exchange built investor investors. With SEBI’s
PEOPLE. services centre and investor support and guidance, NSE’s
grievance resolution panels regulatory functioning,
across eight centres, handling stringent surveillance
arbitrations across nine of trades and regular
centres and introducing an inspections enhanced market
e-complaint registration fairness, transparency and
facility (coupled with the trustworthiness.
Our focus lies not just in offline mode). Besides, the
The Exchange actively
encouraging more people to exchange commissioned an
deepend its governance
transact but in growing the investor protection fund to
through seminars and
Indian economy. settle investor claims in cases
knowledge dissemination in
of member defaults.
This philosophy of putting partnerships with academic
investors first is why NSE With the objective of institutions, legal and
enjoys a market share of over enhancing securities market regulatory fraternity and
90% of India’s equity cash literacy and protection of experts.
market, nearly 99% of equity interest of investors, NSE
The Exchange enhanced
derivatives and over 90% has been actively conducting
investor awareness,
of all international equity investor awareness programs
familiarity and confidence
inflows into the market. pan-India over the past
to participate in capital
decade. In FY2018-19,
Over the years, NSE has market through its NSE
a total of 4181 investor
strengthened investor PROSPEROUS INDIA
awareness programs were
protection. initiative, in collaboration with
conducted, covering more
electronic, print and digital
The Exchange enhanced than 98% districts in India
media.
market safety and integrity, with a major penetration
the Exchange ensures in Tier-II and Tier-III
robust surveillance, cities. Apart from the usual
clearing, settlement and risk audience of educational
management. institutes, corporates and
trade associations, investor
The Exchange upgraded awareness programmes
its website and introduced were focused on rural
mobile applications, it police, highway patrols,
has enhanced information fire fighter personnel, gram
accessibility. The result is panchayat and bachat gats,
that investors can access

Twenty-seventh Annual Report 2018-19 | 023


NSE:
Focus on safety
and integrity of
market

024 | National Stock Exchange of India Limited


failures. Risk containment
INVESTOR measures include capital
PROTECTION AND adequacy requirements for
MARKET SAFETY members, stringent margining
system, online monitoring
ARE IMPORTANT of member positions and
ELEMENTS FOR automatic disablement
from trading when limits are
A THRIVING breached. It also implements
SECURITIES a robust client level margin
reporting system.
MARKET.
NSE’s Surveillance system
plays a key role in ensuring
safety and integrity of
Protection of Investors’ the markets. We keeps a
interest is paramount for the proactive oversight on the
Exchange which has on a activities of the members
consistent and regular basis, and others including market
adopted various measures to movements and trends to
ensure greater transparency identify instances of market
and establish a safe and manipulation.
secure market place.
NSE also deploys a robust
NSE has played a catalytic supervision and enforcement
role in reforming the Indian mechanism with a view to
securities market in terms detect any misappropriation
of microstructure, market of client assets, guard
practices and trading against defaults and sudden
volumes. We use state-of- disruptions to the market,
art information technology either through sudden
to provide an efficient and insolvency or settlement
transparent trading, clearing failure; and, to ensure that
and settlement mechanism, intermediaries are fair and
and we have brought several diligent in dealing with their
innovations in products and clients. NSE Regulations set
services. NSE has put in place licensing standards (limiting
robust risk management, the market place to those
and introduced several with sufficient resources and
surveillance and supervisory qualification), prudential
initiatives which have played standards (for protecting
a vital role in augmenting the against sudden financial
safety and integrity of markets failure), internal controls and
and enhancing investor risk management standards
confidence. (for reducing the possibility
of default), and business
NSE, through its subsidiary
conduct rules (to ensure
company, NCL, has a multi-
proper handling of client
tiered risk management
assets).
system, which is constantly
upgraded to pre-empt market

Twenty-seventh Annual Report 2018-19 | 025


NSE:
Key role in
capital formation

026 | National Stock Exchange of India Limited


number of listed companies
WITH available for trading on NSE
1,900+COMPANIES was 1884 compared to
LISTED ON NSE 1758 at the end of March
31, 2018. The market
AND HAVING A capitalisation of securities
COMBINED MARKET available for trading on the
CAPITALIZATION Capital Market segment has
increased by 6.34% during
OF NEARLY H149 2018-19. Out of the total
TRILLION, NSE market capitalisation of
CONTINUES TO ENJOY H1,49,34,227 crores as on
March 29, 2019, H1,05,921
THE STATUS OF THE crores were contributed by
PREMIER EXCHANGE newly listed companies.
OF THE COUNTRY. Introduction of an electronic
platform for the IPO process
has resulted in paperless
filing and significantly easing
NSE believes that Small the process for the issuers.
and Medium Enterprises Intermediaries and issuers
(SME) are crucial not only for no longer need to be present
economic growth, but also at Exchange premises for
critical for employment and completing the activity of
inclusive growth. As of March allotment.
31, 2019, there are 189 SME
NSE has taken proactive
companies listed on NSE
measures by sending email
Emerge (SME Platform), of
alerts to shareholders of
which 62 were listed during
listed companies alerting
2018-19 raising more than
them on non-compliances
H1048 crores.
and impending suspension
During fiscal 2019, the of the listed company in
aggregate value of Initial which they hold shares which
Public Offerings (IPOs) and shareholders have found to
Offer for Sale (OFS) was be very valuable.
around H208.33 billion. Also,
NSE has accorded high
fresh capital raised through
priority for resolution of
Initial Public Offerings
investor complaints and
(IPOs) on the SME Platform
the Investor Services Cell
was around H10 billion and
facilitates resolution of
Public bonds saw renewed
complaints of investors
momentum raising H273
against the listed corporate
billion.
entities and NSE members.
During FY2019, the

Twenty-seventh Annual Report 2018-19 | 027


NSE:
Future-
facing

NSE HAS BEEN


A PIONEERING
EXCHANGE FOR
A QUARTER OF A
CENTURY.

NSE launched a V-SAT network to provide


equal opportunity access to all centres.
It became a co-promoter of NSDL,
strengthening the dematerialisation of
securities and eliminating long-standing
challenges related to bad delivery and
fraud.
NSE provided a path-breaking platform,
attracting global investments.
NSE added commodities and deepened its
thrust on debt and interest rate products in
2018-19 and strengthening its position as
a multifaceted, multi-asset exchange.
NSE entered into collaborations with
NASDAQ, LSE and other leading exchanges
to strengthen its global relationships and
provide wider opportunities.
NSE consistently positioned that ‘What
is good for India is good for NSE’. In line
with this stated purpose, the Company
focused on the financial well-being of
its stakeholders (who associate, deal
or depend on the exchange; listed
companies; SMEs, banks, partners,
associates and investors).

028 | National Stock Exchange of India Limited


NSE:
A global
leader

WHEN NSE WAS


LAUNCHED AS AN
EXCHANGE, IT COULD
HAVE BEEN EASY
FOCUSING ON BEING
THE BEST IN INDIA.

The exchange set out to emerge as a


global achiever instead.
NSE is today the third-largest exchange in
the world by the number of trades in the
capital market segment.
NSE is ranked first in the world in terms
of contracts traded in index options and
currency options.
NSE is ranked second in the world in terms
of contracts traded, stock futures and
currency futures.
NSE is the world’s seventh-largest
exchange by contracts traded in stock
options and long-term interest rate
futures.
NSE is the ninth largest in terms of
contracts traded in index futures.
Making NSE more than an Indian success
story but an admired global benchmark
instead.

Twenty-seventh Annual Report 2018-19 | 029


Board of Directors

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.

030 | National Stock Exchange of India Limited


Ms. Dharmishta Raval is a income tax. Ms. Raval had Government for the Gujarat
Public Interest Director of worked extensively with our Kirit High Court and resigned as Sr.
your Company and has served Raval, former Solicitor General Standing Counsel in June, 2004.
on the Board of SEBI as an of India and practiced with him While working as Sr. Standing
Executive Director. Ms. Raval till 1992. She argued matters Counsel, she represented the
is a practicing advocate at the relating to Service Law, Banking Central Government in various
Gujarat High Court. Ms. Raval Laws, Financial Institutions, matters relating to Excise,
has been involved in matters Company Law, Labour Laws Taxation, Service Laws and
relating to service law, banking and Income tax. Ms. Raval Company matters, etc. She has
laws, financial institutions, was designated as a senior been associated with NSE since
company law, labour laws and standing Counsel for the Central February 5, 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

Mr. Prakash Parthasarathy term investment initiatives. founding CIO of PremjiInvest in


is a Shareholder Director Prior to Sanctum, he was the 2006, was responsible for the
of your Company. He is the founding Managing Partner firm’s strategy and operations
Managing Partner of Sanctum & Chief Investment Officer of across all asset classes in India,
Management Pte. Sanctum PremjiInvest, an investment China and the US and led the
manages and advises families, office serving Azim Premji Investment Committee of the
their philanthropic institutions (Chairman, Wipro) and his firm. He has been associated
and global endowments and Foundations. Mr. Prakash with your Company since May
fiduciary institutions on long- Parthasarathy joined as the 30, 2012.

Twenty-seventh Annual Report 2018-19 | 031


Silver jubilee celebrations

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

NSE employees with senior management during NSE Silver


Cover page of NSE Coffee Table book
Jubilee celebrations

032 | National Stock Exchange of India Limited


Dr R H Patil, the founding Managing Director of NSE; an inspiring Prof Robert C Merton, a Nobel Laureate in Economics,
leader, a visionary and an institution builder par excellence at the first Dr. R H Patil Memorial Lecture

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

Twenty-seventh Annual Report 2018-19 | 033


Management
discussion & analysis

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

034 | National Stock Exchange of India Limited


Indian economic overview
In the above context, however, the and foreign investors. Mobilisation
innate strength of the Indian economy of savings, which remain dominated
continues to differentiate itself by bank deposits for now, should be
WHILE AGGREGATE
among peers, with a steady rate of further augmented with the overall
~7% growth for the fifth year in a row easing of inflation in the economy, DEMAND
since 2014-15 (FY15), making it the followed by domestic interest rates. CONTINUES TO BE
fastest-growing large economy in the
In FY19, the Gross fiscal deficit as a CONSUMPTION-
world, and a bright spot in the global
share of GDP stood at ~6% of GDP DRIVEN (~57% OF
economic landscape. Across sectors,
Services remain the top contributor
(compared to 6.6% in FY18). Revenue NATIONAL INCOME),
deficit as a share of GDP also improved
of economic activity, with 54% of the INVESTMENT
due to an increase in tax revenue
total value-add (GVA), followed by
collections and implementation of REVIVAL IS VITAL
Industry (30%) and Agriculture at
GST. India’s external account has
16%.
been stable with the current account
While aggregate demand continues deficit remaining below 2% of the
to be consumption-driven (~57% of GDP consistently for the past four
national income), there are signs of a years. Towards the second half of
revival in investment too, with growth FY19, crude oil price fell sharply calendar 2019 as investors increased
improving for the third consecutive and market sentiments improved allocations to emerging market bond
year, ~10% in FY19, as per CSO towards emerging markets amid and equity funds. India’s foreign
Estimates. With both public and the pause in Fed rate hikes and the exchange reserves were at US$412
private sector investments poised for easing of trade tensions between billion at the end of March 2019. As
substantive growth across various US and China. This helped ease a result, the import cover ratio, an
sectors in the economy, there is huge India’s external balances, and led important indicator of a country’s
potential for overall growth of the to stabilisation and subsequent external sector vulnerability, stood at a
financial markets in terms of capital recovery in foreign portfolio flows. The healthy 10 months.
raising and inflows from domestic recovery was especially visible in early

Capital market scenario and its impact on NSE


Indian capital markets have been On the capital raising front, an amount • Goods and Services Tax was
among the best performers among of ~H6 trillion was raised in FY19. launched in July 2017, with the
peers in FY19 in terms of flow of The SME platform saw significant vision of creating a unified market.
funds and returns to investors. Market activity in FY19, with 118 SME IPOs The GST Council addressed issues to
benchmark NIFTY rose ~15% over that collectively mobilised H19 billion. smoothen the flow of input tax credit,
the year as compared to major global Public bonds saw renewed momentum rationalising tax rates, relief to small
indices such as S&P500 (+7.3%) and with 26 issues raising H4 trillion, enterprises in terms of filing of returns
NASDAQ (+9.5%). marking a five-year high. and deferment of Reverse Charge
Mechanism, leading to a boost in
However, markets did witness a few Key government initiatives
stimulating business confidence.
challenges in the year, ranging from • Insolvency and Bankruptcy Code
the liquidity crisis in the NBFC space introduction in 2016 has been one • Foreign Direct Investment: India
that is yet to stabilise, the ongoing of most effective reforms to resolve is one of the most open economies
US-China trade war, and a renewed the NPA problem for banks, and has in the world, with almost 100% FDI
rise in crude oil prices. These factors helped create a structured framework policy permission under the automatic
posed an overhang on foreign portfolio of asset resolution for the sector. route for almost all major sectors. Net
inflows, but market performance was Foreign direct investment was US$33
sustained by substantial inflows from • Improving business ecosystem: billion in FY19.
domestic mutual funds, through debt India scaled from rank 100 to rank 77
(~H4 trillion) and equity (~H8 trillion) (a jump of 23 places) in the Ease of
channels. Doing Business Index in 2019 as per
the World Bank.

Twenty-seventh Annual Report 2018-19 | 035


Outlook term outlook remains positive, in as well as new products and services.
The outlook for the Indian economy contrast to the EMEs, where it is Technological innovations, robust risk
is optimistic especially with the subdued. The sluggish rate of global management systems and a strong
backdrop of political stability, strong economic growth so far has warranted regulatory framework would continue
fundamentals such as low Current successive downward adjustments to be the key drivers for the securities
Account Deficit and rising forex to forecasts the world over, raising market.
reserves, low inflation and high GDP concerns of a ‘secular stagnation’.
Risks and concerns
growth rate, as compared to other Against this backdrop, however, the
outlook for the Indian economy, looks While the fundamentals of the Indian
major emerging market economies.
promising with strong macroeconomic economy remain strong, the domestic
The IMF projected that the Indian
fundamentals and political stability capital market and especially the
economy will grow at a rate around
are expected to bolster the investment inflow of foreign funds are, to a large
7.5% in FY21.
climate, with a significantly positive extent, susceptible to developments
With strong economic fundamentals, impact on the capital markets. in the global economy. However, with
India continues to be an attractive continuity policy reforms, improving
destination for investments. The Similarly, extant product and asset domestic growth, and a turnaround in
advanced economies, other than US, classes would continue to evince the global economy, these risks would
are yet to recover from the global interest. It is also expected that there be largely mitigated.
financial crisis, although the medium would be interest in new asset classes

Internal control systems and their Adequacy


The Company has well established with various internal processes and review the effectiveness of the internal
internal control systems procedures as well as with various control systems and observations,
commensurate with the size and statutory and legal requirements, if any, are submitted to the Audit
nature of its business and are The Company has appointed reputed Committee of the Board for its review /
adequate to ensure compliance firms of Chartered Accountants to recommendations.

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.

NSE standalone financial performance (2018-19)


During FY2018-19, total revenue The total profit before tax for FY2018- H653.50 crores as against H544.41
increased by around 17% from 19 was H2,043.37 crores as against crores for FY2017-18.
H2,592.23 crores for FY2017-18 to H1,706.22 crores for FY2017-18,
The total profit after tax for FY2018-
H3,028.75 crores for FY2018-19. representing an increase of around
19 was 1,389.87 crores as against
20% over the previous year.
The total expenditure for FY2018- H1,161.81 crores for FY2017-18,
19 was H985.38 crores compared to The total provision for tax (including an increase of around 20% over the
H886.01 crores for FY2017-18, an deferred tax) for FY2018-19 was previous year.
increase of 11%.

036 | National Stock Exchange of India Limited


Operating revenues
Transaction charges: During the crores for FY2017-18 to H88.96 18 increased to H136.97 crores
year, an upward trend continued crores for FY2018-19. The exchange, for FY2018-19 due to an increase
with around 16.54% increase in the as of March 31, 2019, had 1,931 in occupancy of racks and higher
income from transaction charges from listed companies. The total market subscription of connectivity.
H1,745.45 crores for FY2017-18 to capitalisation of these companies, as
Other Income: During the year, Other
H2,034.07 crores for FY2018-19. The of March 31, 2019, stood at around
Income of around H73.70 crores for
average daily turnover (billable) on H149.34 lakh crores.
FY2017-18 increased to H75.71 crores
the exchange during FY2018- 19 was
Book building fees: During the year, for FY2018-19.
H32,108 crores in the cash market (CM
the total book building fees of around
segment) as against H29,449 crores Interest and other investment
H30.02 crores for FY2017-18 reduced
for FY2017-18, indicating an increase income: During FY2018-19, the total
to H9.69 crores for FY2018-19 due to
of around 9.03%. In the F&O segment, investment income increased by
fewer issuances on account of market
the average daily turnover (billable) around 26.31% from H509.02 crores
uncertainty.
for FY2018-19 was H91,009 crores as for FY2017-18 to H642.94 crores
against H85,434 crores for FY2017- Processing fees: During the year, the for FY2018-19, primarily due to an
18, an increase of around 6.53%. In total Processing fees of around H32.86 increase in yield.
the currency derivatives segment, the crores for FY2017-18 reduced to
Other Income: During FY2018-19,
average daily turnover (billable) for H17.41 crores for FY2018-19 due to
Other Income reduced by around
FY2018-19 was H18,897 crores as changes in accounting treatment on
24.19% from H30.34 crores in
against H10,702 crores for FY2017-18, account of an implementation of Ind
FY2017-18 crores to H23.00 crores for
an increase of around 76.57%. AS-115.
FY2018-19.
Listing fees: During the year, there Co-location charges: During the
was an increase of around 32% in the year, the total Co-location charges of
income from listing fees – from H67.28 around H103.56 crores for FY2017-

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

Twenty-seventh Annual Report 2018-19 | 037


Financial statement as on March 31, 2019
Share capital: The total paid-up Investments: The prudential policy of Taxation: The total provision for tax
capital of the Company, as on March the Company permits it to invest long- (including deferred tax) for FY2018-
31, 2019, was H49.50 crores divided term and short-term surplus funds 19 was H653.30 crores, as against
into 49,50,00,000 equity shares of H1 into deposits of highly-rated banks, H544.41 crores for FY2017-18.
each. bonds issued by the Central / State Though the present Indian corporate
governments, institutions and various tax rate is 34.608%, comprising
Reserves and surplus: The total
corporates and into debt oriented base rate, surcharge and cess, due to
reserves and surplus, as on March
schemes of high-performing mutual investments in various debt schemes
31, 2019, stood at H6,333.94 crores
funds. As on March 31, 2019, the of mutual funds, the effective tax rate
comprising share premium of H35.50
total non-current investments were for FY2018-19 was 31.981%.
crores, investor compensation reserve
H3,681.68 crores as against H3,981.07
of H10.00 crores, staff welfare reserve Event occurring after the
crores as on March 31, 2018. Current
of H1.50 crores, other reserves of Balance Sheet date: The Directors
investments were H2,201.91 crores
H50.83 crores, general reserve of recommended the payment of a final
as on March 31, 2019, as against
H3,690.00 crores and balance in P&L dividend of H8 per fully-paid equity
H2,246.55 crores as on March 31,
account of H2,546.11 crores. share. This proposed dividend is
2018, a decline of H44.64 crores.
subject to approval of shareholders in
Thus, the total net worth of the
Other non-current and current the ensuing annual general meeting
Company, as on March 31, 2019, was
assets: Total other assets (non- and, if approved, would result in a cash
H6,384.44 crores and book value was
current and current) as on March outflow of approximately H477.40
H128.96 per share.
31, 2019 stood at H1,832.84 crores, (including dividend distribution tax of
Deposits from members comprising interest accrued on H81.40 crores crores).
(Unsecured): The total deposits from investments and fixed deposits
members, as on March 31, 2019, amounting to H98.66 crores, trade
stood at H1,036.32 crores as against receivables amounting to H368.61
H1,052.28 crores as on March 31, crores and Cash and Bank Balances
2018. in Current and Fixed Deposits and
certificates of deposits amounting to
Fixed assets: The total gross block
H741.24 crores, Other Current Assets
(including capital WIP), as on March
of H161.96 crores and Non-Current
31, 2019, was H1,474.19 crores.
Assets of H462.37 crores.
Total accumulated depreciation up to
March 31, 2019 was H893.10 crores. Other non-current and current
Net fixed assets (including capital liabilities: Total other liabilities (non-
WIP) were H581.09 crores. As part of current and current), as on March 31,
the total investments in technology, 2019, stood at H877.76 crores, mainly
during FY2018-19, the total additions comprising security deposits as per
to fixed assets were H134.58 the listing agreement amounting to
crores, mainly pertaining to trading H56.36 crores, securities transaction
systems, computer systems, telecom tax of H230.91 crores, provision for
equipment and computer software. leave encashment of H16.03 crores
Total deletions at cost were H97.41 and other current liabilities amounting
crores. to H514.57 crores and other non-
current liabilities amounting to H59.89
crores.

038 | National Stock Exchange of India Limited


Corporate Information
Key Management Persons

MR. VIKRAM LIMAYE Managing Director & CEO


MR. J RAVICHANDRAN Group President
MR. RAVI VARANASI Chief Business Development Officer
MR. YATRIK VIN Chief Financial Officer
MS. PRIYA SUBBARAMAN Chief Regulatory Officer
MR. SAUROV GHOSH Group Head - Human Resources
MR. SHIV KUMAR BHASIN Chief Technology & Operations Officer
MR. G M SHENOY Chief Technology Officer
MR. SOMASUNDARAM K S Chief Enterprise Risk Officer
MR. MAYUR SINDHWAD Chief Operating Officer – Trading
MR. S MADHAVAN Company Secretary
MR. M VASUDEV RAO General Counsel

Other Information

Auditors : Price Waterhouse & Co Chartered Accountants LLP


Veer Savarkar Marg, Shivaji Park, Dadar (West)
Mumbai 400 028

Registered Office : “Exchange Plaza”


Plot No. C-1, Block ‘G’,
Bandra-Kurla Complex
Bandra (East), Mumbai-4000 51

Registrar & : Link lntime lndia Private Limited


Transfer Agents C-1O1, 247 Park,
LBS Marg, Vikhroli (West), Mumbai – 400083

Significant employees of our Subsidiaries

MR. MURALIDARAN N Managing Director & CEO – NSEIT Limited


MR. VIKRAM KOTHARI Managing Director – NSE Clearing Limited
MR. MUKESH AGARWAL Managing Director – NSE Data & Analytics Limited
& NSE Indices Limited

Twenty-seventh Annual Report 2018-19 | 039


BOARD’S REPORT
To
The Members,
Your Directors have pleasure in presenting the Twenty Seventh Annual Report and Audited Financial Statements of the National
Stock Exchange of India Limited (‘referred herein as the ‘NSE’ or ‘your Company’ or ‘the Exchange’) for the year ended March 31,
2019.
1. OPERATIONS AND MAJOR DEVELOPMENTS DURING THE YEAR
1.1 GLOBAL RANKINGS - DERIVATIVES MARKET
1.1.1 All products
NSE was ranked 2nd across all the Derivatives exchanges in the world based on the volume of contracts traded during the calendar
year 2018. The details of the top exchanges are given in Table 1 below:
Table 1 Figure in Millions
Sr Exchange Country Number of Contracts
no traded during 2018
1 CME Group USA 4844.88
2 NSE India 3790.09
3 B3 SA Brasil Bolsa Balco Brazil 2574.07
4 Intercontinental Exchange USA 2474.22
5 CBOE Holdings USA 2050.88

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

1.1.2 Single Stock Futures


During the calendar year 2018, NSE was ranked as the 2nd largest exchange in respect of contracts traded in single stock futures.

The details of the top 5 exchanges trading single stock futures are given in Table 2 below:

Table 2 Figure in Millions


Sr Exchange Country Number of Contracts
no traded during 2018
1 Korea Exchange Korea 501.72
2 NSE India 252.19
3 Moscow Exchange Russia 235.94
4 EUREX Germany 176.25
5 ICE Futures EU 102.73

Source: WFE IOMA 2018 Derivatives Report


https://www.world-exchanges.org/our-work/articles/wfe-ioma-2018-derivatives-report

40 | National Stock Exchange of India Limited


1.1.3 Index Options
During the calendar year 2018, NSE was ranked 1st in the world in respect of contracts traded in index options, amounting to a
notional value of USD 27.39 trillion . The details of top 5 exchanges in index options are given in Table 3 below:
Table 3 Figure in Millions
Sr Exchange Country Contracts traded
no during 2018
1 NSE India 2215
2 Korea Exchange Korea 677
3 Chicago Board Options Exchange USA 560
4 EUREX Germany 419
5 CME Group Taiwan 208

Source: WFE IOMA 2018 Derivatives Report


https://www.world-exchanges.org/our-work/articles/wfe-ioma-2018-derivatives-report

Nifty Index Global rankings


Nifty Index options ranked 1st across the top 20 Index options traded globally during the calendar year 2018.
(Source: www.futuresindustry.org rankings based on number of contracts traded or cleared between Jan 18 -Dec 18)

1.1.4 Currency Derivatives


During the calendar year 2018, NSE was ranked 1st in the world in terms of contracts traded in currency options & futures. The
details of the top 5 exchanges in currency derivatives are given in Table 4 as under:
Table 4 Figure in Millions
Sr Exchange Country Number of Contracts
no traded during 2018
1 NSE India 1090.13
2 BSE Limited India 1020.75
3 Moscow Exchange Russia 614.38
4 B3 SA Brasil Bolsa Balco Brazil 380.56
5 CME Group USA 237.39

Source: WFE IOMA 2018 Derivatives Report


https://www.world-exchanges.org/our-work/articles/wfe-ioma-2018-derivatives-report

1.1.5 Long Term Interest Rate Futures and Options


During the calendar year 2018, NSE was ranked as the 8th largest exchange in the world in contracts traded in Long Term Interest
Rate Futures. The details of the top 10 exchanges in Long Term Interest Rate Futures are given in Table 5 as under:
Table 5 Figure in Millions
Sr Exchange Country Number of Contracts
no traded during 2018
1 CME Group USA 1318.99
2 EUREX Germany 628.38
3 Australian Securities Exchange Australia 107.55
4 ICE Futures Europe EU 65.51
5 B3 SA Brasil Bolsa Balco Brazil 42.67
6 Korea Exchange Korea 38.12

Twenty-seventh Annual Report 2018-19 | 41


Table 5 Figure in Millions
Sr Exchange Country Number of Contracts
no traded during 2018
7 Montreal Exchange (TMX Group) Canada 29.21
8 NSE India 13.67
9 Japan Exchange Group Japan 11.09
10 China Financial Futures Exchange China 10.86

Source: WFE IOMA 2018 Derivatives Report


https://www.world-exchanges.org/our-work/articles/wfe-ioma-2018-derivatives-report

1.1.6 Index Futures


During the calendar year 2018, NSE was ranked as the 12th largest exchange in the world in contracts traded in index futures. The
details of the top 12 exchanges in index futures are given in Table 6 as under:
Table 6 Figure in Millions
Sr Exchange Country Number of Contracts
no traded during 2018
1 B3 SA Brasil Bolsa Balcao Brazil 732.88
2 CME Group USA 696.74
3 Eurex Germany 496.86
4 Japan Exchange Group Japan 339.70
5 Singapore Exchange Singapore 170.52
6 Moscow Exchange Russia 138.99
7 Hong Kong Exchanges and Clearing China 125.84
8 ICE Futures Europe EU 102.67
9 Korea Exchange Korea 99.04
10 TAIFEX Taiwan 87.61
11 Chicago Board Options Exchange USA 75.60
12 NSE India 68.81

Source: WFE IOMA 2018 Derivatives Report


https://www.world-exchanges.org/our-work/articles/wfe-ioma-2018-derivatives-report

1.1.7 Single Stock Options


During the calendar year 2018, NSE was ranked as the 8th largest exchange in respect of contracts traded in stock options. The
details of the top 10 exchanges in respect of trading stock options are given in Table 7 below:
Table 7 Figure in Millions
Sr Exchange Country Contracts traded
no during 2018
1 B3 SA Brasil Bolsa Balco Brazil 1194.67
2 Nasdaq - US USA 702.38
3 Chicago Board Options Exchange USA 466.11
4 NYSE Derivatives USA 444.94
5 International Securities Exchange USA 326.93
6 BATS Global Markets USA 314.50

42 | National Stock Exchange of India Limited


Table 7 Figure in Millions
Sr Exchange Country Contracts traded
no during 2018
7 EUREX Germany 188.89
8 NSE India 169.40
9 Hong Kong Exchanges and Clearing China 125.68
10 Miami International Securities Exchange USA 122.53

Source: WFE IOMA 2018 Derivatives Report


https://www.world-exchanges.org/our-work/articles/wfe-ioma-2018-derivatives-report

1.2 GLOBAL RANKINGS-CAPITAL MARKET


In the Capital Market segment, NSE was ranked 2nd in the world based on the number of trades during the calendar year 2018. The
details of the top 10 Exchanges are given in the table 8(a) below:
Table 8(a)
Sr Exchange Country No. of Trades
no (in Thousands)
1 Shenzhen Stock Exchange China 30,45,087
2 NSE India 28,29,023
3 BATS Global Markets USA 24,92,016
4 Korea Exchange Korea 24,00,383
5 Shanghai Stock Exchange China 22,43,264
6 Nasdaq - US USA 19,87,204
7 NYSE USA 1,67,28,81
8 Japan Exchange Group Japan 90,22,90
9 BATS Chi-x Europe EU 5,84,921
10 LSE Group UK 3,40,370

Source: WFE https://members.world-exchanges.org/index.php/statistics/monthly-reports-tool

Twenty-seventh Annual Report 2018-19 | 43


1.3 Global Rankings- Debt Market
During the calendar year 2018, NSE was ranked as the 9th largest exchange in the world in the number of listed bonds. The details
of the top 10 exchanges in number of listed bonds are given in Table 8(b) as under:
Table 8(b)
Sr Exchange Country No. of listed
no bonds
1 Irish Stock Exchange Ireland 34,738
2 Luxembourg Stock Exchange Luxembourg 32,060
3 Deutsche Börse AG Germany 30,310
4 LSE Group UK 13,716
5 Korea Exchange Korea 13,362
6 Shanghai Stock Exchange China 12,089
7 BSE Limited India 8,739
8 Nasdaq Nordic Exchanges Sweden 7,767
9 NSE India 7,415
10 Euronext UK 5,704

Source WFE https://members.world-exchanges.org/index.php/statistics/monthly-reports-tool

1.4 Global Rankings - Alternative & SME Market


During the calendar year 2018, NSE SME Emerge (platform) ranked 5th, amongst the growing markets in the world. The details of
the top 10 exchanges in showing the highest YoY change are given in Table 9 as under:
Table 9
Sr Exchange Name of Market % change
no 2018/17
1 Bursa Malaysia LEAP Market 332.3%
2 Iran Fara Bourse SME Market 62.4%
3 BME Spanish Exchanges MAB Expansion 21.3%
4 Stock Exchange of Mauritius Development & Enterprise Market 20.9%
5 NSE SME Emerge 20.1%
6 Johannesburg Stock Exchange Venture Capital Market 14.4%
7 Nasdaq Nordic Exchanges First North 10.4%
8 Moscow Exchange Innovations and Investments 4.9%
Market
9 Athens Stock Exchange ATHEX Alternative Market (EN.A) 2.8%
10 Johannesburg Stock Exchange Alternative Exchange -0.6%

Source: WFE https://www.world-exchanges.org/our-work/articles/wfe-annual-statistics-guide-volume-4

44 | National Stock Exchange of India Limited


1.5. MEMBERSHIP AT NSE
40 new members (1 in CM, F&O, CD and Debt segments; 10 in CM, F&O and CD segments; 1 in CM, F&O and Debt segments; 12 in
CM and F&O segments; 1 in F&O and CD segments; 7 in CM segment; 3 in F&O segment; 4 in CD segment and 1 in Debt segment)
were registered during the Financial Year 2018-19.

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

#Sub-brokers have been discontinued after March 31, 2019


* Data as on March 31, 2019

1.6 CAPITAL MARKET (CM SEGMENT)


The total turnover of the CM segment in the year 2018-19 was C79,49,002 crores as compared to C72,34,827 crores in the year
2017-18, showing an increase of 9.87%. The average daily traded value in 2018-19 was C32,182 crores as compared to C20,906
crores in 2017-18.

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.

Figure 1: Month-wise Turnover and Average Daily Turnover in CM segment

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

Traded Value Average Daily Traded value

Twenty-seventh Annual Report 2018-19 | 45


The changes in turnover statistics over the preceding year are presented in Table 11
Table 11
Turnover Statistics on CM segment
Sr. No. Details 2018-19 2017-18 % Rise/ (Fall) in 2018-19
1 Total Number of trades (In lakhs) 28,532 24,912 14.53
2 Total number of shares traded (in lakhs) 37,49,977 37,71,836 -0.58
3 Total Turnover (Cr.) 79,49,002 72,34,827 9.87
4 Market Capitalization at the end of the year (Cr.) 1,49,34,227 1,40,44,152 6.34
5 Turnover of Nifty 50 Securities (Cr.) 38,31,129.74 26,84,358 42.72
6 Total number of listed companies for trading. 1,884 1,758 7.17

1.6.1 Index movement


Nifty 50 saw an upward movement of 14.50% moving from 10151.65 to 11623.9 over the financial year 2018-19. During the year
2018-19, the Nifty 50 touched a high of 11760.20 on August 28, 2018 and low of 10004.55 on October 26, 2018. Movement of
Nifty 50 is shown in Figure 2.
The turnover of Nifty 50 securities was C38,31,129 crores in the year 2018-19 as compared to C26,84,358 crores in the previous
year. The contribution of Nifty 50 securities turnover to total turnover during the year 2018-19 was 48.20% compared to 37.10%
in the year 2017-18.

Figure 2 : Nifty movement


Nifty Close Value
12000
11500
11000
10500
10000
9500
9000
8500
8000
8

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

1.6.2 Market Capitalisation


The market capitalisation of securities available for trading on the CM segment has increased by 6.34% during 2018-19 from
C1,40,44,152 crores as on March 28, 2018 to C1,49,34,227 crores as on March 29, 2019. Out of the total market capitalisation of
C1,49,34,227 crores as on March 29, 2019, C1,05,921 crores were contributed by newly listed securities. The market capitalisation
growth is shown in Figure 3.

Figure 3: Market Capitalisation during the year 2018-19


Market Capitalisation

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

46 | National Stock Exchange of India Limited


1.6.3 Distribution of Turnover
Turnover-wise distribution of trading members
About 72% of the trading members had an average daily turnover of C1 crore or more in 2018-19. In 2018-19, around 31% of the
trading members had a daily turnover of more than C10 crores.

Figure 4 : Average Daily Turnover-wise distribution of TMs (In H)

Avg. Daily Turnover - wise distribution of TMs


35%

29.71%
30% 29.22%

25%
21.39%

20% 18.63%

14.44%
15% 13.16%
12.42% 12.60%
11.42%

10% 9.14% 8.87%


7.49%
8.22%

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

Apr 17 to Mar 18 Apr 18 to Mar19

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

Twenty-seventh Annual Report 2018-19 | 47


provided to the listed companies for tracking the status of shareholders will find immense value in these alerts.
their further issues applications with the Exchange.
1.7 FUTURES AND OPTIONS SEGMENT
III. Alerts to investors The financial year 2018-19 witnessed an increase of 44.01%
As a proactive measure, NSE continues to send an email in turnover and increase in a number of contracts traded by
alert to the shareholders of the listed companies alerting 65.49% vis-à-vis 2017-18 and the daily average open interest
them on non-compliance and impending suspension of decreased by 1.56% over the previous year. The average
the listed company in which they hold shares. The alert is contribution of proprietary category decreased to 25.64% in
sent to the email address of the shareholders registered 2018-19 from 26.42% in 2017-18.
in the Depository System. NSE is of the firm belief that

1.7.1 Records achieved in the F&O segment

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

1.7.3 (b) A graphical presentation of monthly product-wise contribution is given below:

Figure 5
Equity Derivatives -
Product wise turnover contribution (%)
3%
1%

25%
71%

Index Futures Stock Futures Index Options Stock Options

48 | National Stock Exchange of India Limited


1.7.4 Institutional Retail & Proprietary Investors – Turnover Analysis:

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

Equity and Equity Derivatives


Turnover
2500000 4.0
Monthly Turnover (Rs Crores)

F&O to Cash Turnover Ratio


2000000 3.0
1500000
2.0
1000000
500000 1.0

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

CM Turnover (Rs Crores) F&O Turnover (Rs Crores)

F&O to Cash Ratio

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.

Twenty-seventh Annual Report 2018-19 | 49


1.7.6 Product-wise Basic Statistics:

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

1.7.7 TOP 5 TRADED SYMBOLS

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

50 | National Stock Exchange of India Limited


1.7.8 New Developments during the year 2018-19 March 2019 - Introduction of Weekly Options Contracts on
In the year 2018-19, various new developments have been NIFTY IT Index
initiated by the Exchange. The details of the same are given The Exchange has introduced Weekly options contracts on
below:- NIFTY IT Index in Future & Options segment w.e.f. March 11,
2019.
April 2018 – Levy of fair usage charges for multi-leg IOC orders
1.8 CURRENCY DERIVATIVES SEGMENT
The Exchange has revised the charges for multi-leg IOC orders
The financial year 2018-19 witnessed an increase in currency
w.e.f May 02, 2018.
derivatives (Currency Futures and Options) turnover.
April 2018 - Prevention of Self-Trade Mechanism The average daily turnover in currency derivatives increased by
The Exchange has introduced the Self-Trade Prevention (STP) 68.70% and stood at C35054.94 crores in 2018-19 compared
mechanism. to C20778.93 crores in 2017-18.

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.

Twenty-seventh Annual Report 2018-19 | 51


Figure 9

Currency Derivatives
35,000 120

Currency Options ADV (Rs Crores)


30,000 100
Futures ADV (Rs Crores)

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.

52 | National Stock Exchange of India Limited


Net traded value
Net traded value (Rs. Cr.)

Figure 10

0
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t-1
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v
Oct-08

The business growth on the Debt segment of NSE is presented in Figure 11.
-1

NEt traded value (C Cr.)


Feb-09
8

Jun-09
Oct-09
Feb-10
De

Jun-10
c

Oct-10
-1
8

Feb-11
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Turnover in Debt segment for FY 2018-2019

Oct-12
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Twenty-seventh Annual Report 2018-19 | 53


The transactions in dated government securities account form a substantial share in the Debt segment with 72.31% in 2018-2019.
The market capitalisation of the Debt segment has witnessed a constant increase in the number of securities available for trading
on this segment. The total market capitalisation of the securities available for trading on Debt segment stood at C81,40,888 crores
as on March 31, 2019.

Table 16: Trades in Debt segment


Particulars 2018-2019 2017-2018
Number of Trades 8341 12419
Average monthly number of trades 695 1035
Average daily number of trades 34 52
Average Trade Value (C in crores) 42.40 41.70
Average Daily Turnover (C in crores) 1461.51 2148.92
Turnover (C in crores) 3,53,684.35 517,889.41
Number of Active Scrips 1485 1823
Number of Active members 24 26

1.9.1 Securities Profile


The turnover of Government securities in the Debt segment decreased by 26.15% during 2018-19. Its share in total turnover
decreased from 56.42.% in 2017-18 to 52.44% in 2018-19. The share of Treasury Bills increased from 10.44% in 2017-18 to
19.87% in 2018-19. The turnover of Non-Government securities in Debt segment decreased by 42.94% during 2018-19. During
2018-2019, the share of Non-Government Securities in total turnover decreased to 27.69% as compared to 33.14%in 2017-2018.

Table 17 and Figure 13 represent security-wise distribution of turnover.

Table 17: Security-wise Distribution of Turnover


Securities 2018-19 2017-18
Turnover (H in crores) % of Turnover Turnover (H in crores) % of Turnover
Government Securities 1,85,445.94 52.44 2,92,197.88 56.42
T-Bills 70,285.56 19.87 54,063.72 10.44
PSU Bonds 30,645.15 8.67 67,195.88 12.97
Institutional Bonds 12,747.30 3.60 14,371.83 2.78
Bank Bonds 4,487.20 1.27 11,865.50 2.29
Corporate Bonds 50,048.19 14.15 78,194.60 15.10
Total 3,53,659.34 100.00 5,17,889.41 100.00

54 | National Stock Exchange of India Limited


Debt Security Trades 2018-2019
Figure 12: Security wise Distribution of Turnover
Debt Security Trades 2018-2019
Corporates Govt Securities
14.15% 52.44%
Bank Bonds Govt Securities
1.27%
Inst Bonds Treasury Bill
3.60%
PSU Bonds
PSU Bonds
8.67% Inst Bonds

Bank Bonds

Treasury Bill Corporates


19.87%

1.9.2 Issuances in Debt Segment


Total of 1150 securities were listed during the financial year 2018-19. As at end of March 2019, 7742 securities were available for
trading on the Debt segment. Details of Issuance in Debt are provided in Table 18.

Table 18: Issuance in Debt Segment


Financial Year No of New Securities Listed Total No. of Securities Market Capitalisation
(at year end) (at year end H in Crs)
2004-05 1299 3097 14,61,734.37
2005-06 564 3177 15,67,573.81
2006-07 661 3252 17,84,800.57
2007-08 856 3566 21,23,346.28
2008-09 1026 3954 28,48,315.50
2009-10 959 4140 31,65,929.48
2010-11 1080 4479 35,94,877.15
2011-12 1508 5148 42,72,736.48
2012-13 1707 5782 49,28,331.79
2013-14 1304 5952 51,28,733.33
2014-15 1694 6546 57,39,272.61
2015-16 1905 7089 59,65,056.31
2016-17 1815 8083 66,11,683.72
2017-18 1637 8111 72,67,229.57
2018-19 1150 7742 81,40,887.79

1.9.3 Market Capitalisation


The total market capitalization of the securities available for trading in Debt segment increased to C81,40,887.79 crores in 2018-19
from C72,67,229.57 crores in the previous year registering a growth of 12.02%. Central Government securities accounted for the
largest share of the market capitalization with 32.96% while Non Government Securities accounted for 29.19%. The composition
of the market capitalization of various securities on Debt is presented in Table 19.

Table 19: Market Capitalisation of Debt segment


Securities As on March 2019 As on March 2018
Market Cap. % of Turnover Market Cap. % of Turnover
(H in crores) (H in crores)
Central Government Secs. 26,83,552.37 32.96 27,57,010.74 37.94
PSU Bonds 6,75,224.44 8.29 6,59,264.37 9.07
State Loans 25,59,873.53 31.44 22,42,467.37 30.86
T-Bills 5,22,072.45 6.41 4,00,872.61 5.52
Others 17,00,165.01 20.90 12,07,614.47 16.61
Total 81,40,887.79 100.00 72,67,229.57 100.00

Twenty-seventh Annual Report 2018-19 | 55


Figure 13: Market Capitalisation of Debt segment

Market Capitalisation As on March 31, 2019


Central Govt Secs.
32.96% PSU Bonds
8.29%

State Loans
31.44%

Others T-Bills
20.90% 6.41%

Central Govt Secs. PSU Bonds State Loans T-Bills Others

1.9.4 Corporate Bond Market


Currently, for reporting trades in corporate bonds, Exchanges provide two platforms namely, Debt Segment and CBRICS. The average
daily traded value reported for corporate bond for 2018-2019 was C5,137.25 crores (Debt Segment & CBRICS) as compared to
C5,484.39 crores for 2017-18 with an average of around 262 trades being reported on a daily basis as compared to 258 trades for
2017-18.

Turnover of Corporate Bond is presented in Table 20 and Figure 15.

Table 20: Corporate Bond Turnover


Corporate Bond Turnover 2018-2019 2017-2018 %Change
Total Turnover (CCrs.) 12,43,215.03 13,21,737.75 5.94
Average Daily Turnover (CCrs.) 5,137.25 5,484.39 (6.33)
Total Number of Trades 63,346 62,215 1.82
Average Daily Trades 262 258 1.55

Figure 14: Corporate Bond Turnover for FY 2018-2019

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

56 | National Stock Exchange of India Limited


New Developments during the year 2018-19 for Debt Market bidding in the auction of government securities.
(i). Tri-Party Repo The availability of trading of Government securities in the capital market
On June 12, 2018, NSE introduced the Tri-Party Repo Market platform will help in attracting retail investors to this asset class and provide an
in its Debt Segment to facilitate repo on corporate debt securities. Tri- efficient exit route to investors who purchased in the primary market
party repo is a type of repo contract where a third entity (apart from the auctions.
borrower and lender), called a Tri-Party Agent acts as an intermediary
between the two parties to the repo to facilitate services like collateral (iv). Futures on Overnight Call Rates (MIBOR)
selection, payment and settlement, custody and management during On December 3, 2018, NSE introduced futures on overnight call rates
the life of the transaction. (MIBOR) in the Currency Derivatives Segment of the exchange. The
Overnight Mumbai Interbank Overnight Rate (MIBOR) is calculated
Due to relatively poor liquidity in corporate bond markets in India, a
from the actual transactions in the call money market on the NDE-
holder of corporate bonds typically ends up holding securities to
Call platform. The call money market allows institutions such as banks,
maturity. Repo on corporate debt provides an opportunity to borrow
primary dealers to borrow and lend money on an overnight basis.
against securities and provides short-term liquidity to participants and
Financial Benchmarks India Pvt. Ltd. (FBIL) announces the Overnight
investors.
MIBOR on a daily basis except on holidays.
NSE acts as a Tri-Party Agent and offers an online web based,
The futures on MIBOR provide participants an opportunity to manage
anonymous, order matching and multilateral trading platform to
risk exposures and express a view on money market interest rates.
facilitate repo transactions. NSE would avail the services of NSE Clearing
Being exchange traded, the futures on MIBOR rate are standardized,
Ltd for performing collateral management, clearing and settlement
cost effective and transparent and have a settlement guarantee.
services.

(ii). Retail Investing in Government Securities


2. SERVICES TO INVESTORS
On April 24, 2018, NSE introduced a facility that enables retail investors During the year 2018-19, NSE dealt with 9283 investor complaints
to invest in central government securities in the primary market. Under against trading members and companies and facilitated 506 arbitration
this facility, retail investors can buy Government of India Dated Bonds and appellate arbitration cases.
and Treasury Bills in the weekly auctions conducted by Reserve Bank The Exchange has twenty four Investor Service Centres at Mumbai,
of India. Chennai, Kolkata, New Delhi, Ahmedabad, Hyderabad, Indore, Kanpur,
To encourage retail participants, RBI introduced a scheme for non- Pune, Bangalore, Jaipur, Vadodara, Patna, Lucknow, Chandigarh,
competitive bidding in government securities. Retail investors Dehradun, Kochi, Guwahati, Bhubaneswar, Ranchi, Panaji, Raipur,
necessarily have to participate in non-competitive bidding (NCB) Jammu and Shimla to facilitate query resolution, complaint resolution
at RBI through an aggregator or facilitator. NSE acts as a facilitator in and to provide arbitration facilities. The Exchange has empaneled 171
NCB to aggregate the bids received from the retail investors. When Arbitrators and 137 IGRP members across 24 centres.
participating in these auctions through the exchange platform, an In our endeavour to increase the convenience for investors and trading
investor can hold government securities in their existing demat members for filing complaints and arbitration matters, the Exchange
accounts along with equity stocks. has introduced the new version of online complaint filing interface viz
Retail investors have multiple channels through which they can NSE Investor Centre ‘NICE Plus’ w.e.f. December 15, 2018.
place their bids. Retail investors can place their bids through trading A welcome SMS and email are sent to all new investors whose Unique
members of NSE or using the NSE goBID. NSE goBID is a mobile app Client Code details are uploaded by trading members on the Exchange.
and web platform from where retail investors can directly place bids to Further, on a daily basis, the Exchange also sends SMS and email to all
NSE. The app was launched on November 19, 2018. clients who have traded for that day providing them the details of their
(iii). Listing of Government Securities in the Capital Market trade as per the Exchange for investors to be able to verify the trades
Segment of NSE that they have placed.

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

Twenty-seventh Annual Report 2018-19 | 57


respective investors through SMS and email for their information. In addition to its annual conferences with prestigious
universities, New York University (NYU) and Indira Gandhi
As directed by SEBI, Exchanges are required to conduct training for
Institute of Development Research (IGIDR), NSE also
Arbitrators across Exchanges. 9 regions out of 24 regions were allocated
collaborated with other international agencies such as
to NSE for conducting familiarization programs for Arbitrators during
Chartered Financial Analyst (CFA) Institute and Korn Ferry
the financial year 2018-19. NSE has organised familiarization programs
to conduct conferences that saw participation from various
in all 9 regions.
securities market professionals including mutual funds,
3. RESEARCH AND THOUGHT LEADERSHIP investment banks, registrar and transfer agents, brokerage
INITIATIVES IN FY 2018-19 houses, law firms, etc. Details of these conferences are
provided in the Business Responsibility report.
NSE’s joint initiative with New York University’s Stern School of Business
saw its sixth annual conference in December 2018. Support for research 3.4. Lecture Series
in diverse fields related to finance like corporate governance, securities In 2014, NSE conceived a program to bring together highly
markets, market microstructure among others, and dissemination experienced legal experts and practitioners to provide
to a wider audience has always been on NSE’s agenda. Some of the insights on the nature and practical significance of the
initiatives conducted in the year 2018-19 are listed below: changing legal framework governing the securities market.
In the year 2018-19, NSE commenced its third series of
3.1 Quarterly Briefings under the aegis of the NSE – Centre for
Lecture Series on Securities Law and Practices, in which
Excellence in Corporate Governance (NSE-CECG)
eminent legal professionals deliver one lecture every
To project NSE as a ‘thought leader’ in corporate
month on topics related to the securities markets. Since
governance and engage with its listed companies on
its inception, the programm has witnessed participation
important governance issues, the NSE Centre for Excellence
from various securities market professionals including from
in Corporate Governance (NSE-CECG) was established in
mutual funds, investment banks, registrar and transfer
2012-13. Under its aegis, four issues of Quarterly Briefings
agents, brokerage houses, law firms, etc. and has gained
were released and circulated among directors of listed
rising popularity.
companies and senior SEBI officials in 2018-19.
3.5. Knowledge initiatives for staff
3.2 Publications of NSE
The EPR department has also been at the forefront to
The Indian Securities Market Review (ISMR) and the NSE
present research reports on ongoing regulations, macro
Factbook are two annual flagship publications. In addition,
environment and the securities market. This has been
edited transcripts and ‘White Paper Series’ of NSE-NYU
facilitated through both monthly and quarterly publications
and NSE-IGIDR conferences organised by NSE were also
that have been disseminated among the internal staff
circulated among various stakeholders in the securities
members. The monthly report called “Global Regulatory
market. Apart from these, the EPR Department published an
Scanner” highlighted the impact of regulations, both Indian
article on corporate governance in the PRIME Directory, and
and global, while the report “Econtrack”, analysed macro
another in the Nomura Journal of Asian Capital Markets on
data and its implications on the overall economy. Further,
“Continuum of NSE’s Transformational Journey: Negotiating
a quarterly publication called “Demystifying Circular”,
New Frontiers.”
deep-dived into an important circular introduced by SEBI
3.3 Seminars and Panel Discussions or RBI, providing insights on the issue, its characteristics
and its impact on the exchange. And, a quick summary of
In the year 2018-19, the Economic Policy and Research
the corporate performance of NSE listed companies helped
(EPR) Department continued to organise seminars and
identify the position of NIFTY sectors, indices, and the
panel discussions by eminent people on the securities
overall NSE listed space.
market, corporate governance and macroeconomic issues.

58 | National Stock Exchange of India Limited


4.1 FINANCIAL RESULTS
The working of NSE during the year has resulted in a net profit after tax of C1389.87 crores on standalone basis and C1708.04 crores
on a consolidated basis, as per particulars given below:

Table 21: (H in crores)


Particulars NSE (Standalone) NSE (Consolidated)
2018-19 2017-18 2018-19 2017-18
Income 3,028.75 2,592.23 3,514.57 3,032.56
Expenditure 985.38 886.01 1,215.13 957.86
Profit before share of net profits of investments accounted for 2,043.37 1,706.22 2,299.44 2,074.70
using equity method, profit on sale of investments and tax
Add: Share of net profit of associates accounted by using - - 107.03 122.34
equity method
Profit before profit on sale of Investment and tax 2,043.37 1,706.22 2,406.47 2,197.04
Add : Profit on sale of Investment - - 169.74 -
Profit before tax 2,043.37 1,706.22 2,576.21 2,197.04
Tax expenses (including deferred tax) (653.50) (544.41) (868.17) (735.57)
Profit after tax 1,389.87 1,161.81 1,708.04 1,461.47
Surplus brought forward from previous year 5,921.26 5,890.14 7,300.06 7,160.13
Add / Less : Other comprehensive income 0.18 (8.24) 5.07 (8.77)
Less : Dividend Paid (Including Dividend Distribution Tax) (977.36) (1,122.45) (1,014.47) (1,146.86)
Less: Appropriation to Core SGF (Net of Tax) - - (11.30) (165.43)
Less: Appropriation to SGF Commodity derivative - - (250.00) -
Less: Share issue Expenses - - - (0.38)
Less: Contribution to IPFT - - (0.01) (0.10)
Add / (Less): Transfer to / from CSR Reserve - 53.43 - (72.06)
Add: / (Less) Transferred to / from Retained Earnings - (53.43) - 72.06
Balance carried to Balance Sheet 6,333.94 5,921.26 7,737.39 7,300.06
Earnings per share (EPS) of C1 each
Basic (C) 28.08 23.47 34.51 29.52
Diluted (C) 28.08 23.47 34.51 29.52

Twenty-seventh Annual Report 2018-19 | 59


4. 2 Result of Operations and the State of Company’s Affairs order. In the second order, it had passed a direction to deposit a
On a standalone basis, the total income of the Company sum of C62.58 crores along with interest at the rate of 12% p.a.
increased to C3,028.75 crores from C2,592.23 crores in the from September 11, 2015 till the actual date of payment along
previous year and the profit after tax stood at C1,389.87 crores with other non-monetary and restrictive directions and in the
as against C1,161.81 crores in the previous year. third order it had passed certain non-monetary and remedial
directions on NSE.
On a consolidated basis, the total income of the Company
increased to C3,514.57 crores from C3,032.56 crores in the Additionally, NSE has also received Adjudication notices
previous year and the profit after tax stood at C1,708.04 crores covering the above three orders which are currently pending
as against C1,461.47 crores of the previous year. for hearing before SEBI. NSE had sought legal advice thereon.
Having regard thereto, NSE believes that it has strong grounds to
Colocation matter contest the above orders including monetary liability (including
Securities and Exchange Board of India (‘SEBI’) had directed from adjudication proceedings) raised by SEBI. NSE will be
the Company to carry out an investigation including forensic filing appeal before the Hon’ble Securities Appellate Tribunal
examination by independent external agencies in respect (SAT) against the orders passed by SEBI.
of certain aspects of NSE’s Colocation facility. NSE had from
time to time complied with the stipulations prescribed by 4.3 SHARE CAPITAL
SEBI including submitting to SEBI the reports prepared by During the year under review, the Issued, Subscribed and Paid-
independent external agencies relating to the Colocation up equity share capital of NSE was C49.50 crores divided into
matter. 49.50 crore equity shares of the face value of C1 each. During
the year, the Company has not issued any shares or convertible
SEBI had earlier directed that, pending completion of the securities.
investigation to the satisfaction of SEBI, all revenues emanating
from colocation facility including the transaction charges on 4.4 DIVIDEND
the trades executed through colocation facility be placed The dividend policy as adopted by NSE inter-alia states that the
in a separate bank account. Accordingly, such transfers are declaration and payment of dividend will be recommended by
made from time to time. As on March 31, 2019, an amount of the Board and approved by the Shareholders, at their discretion,
C2,258.71 crores was transferred to a separate bank account. subject to the provisions of the Articles of Association and
applicable law, particularly the Companies Act, 2013, the SEBI
SEBI had issued Show Cause to NSE and some of its present and (Listing Obligations & Disclosure Requirements) Regulations,
past employees in 2017. However pursuant to the completion 2015 (Listing Regulations) and SECC Regulations. The dividend
of the investigation by SEBI, three separate show cause notices payable depends on a number of internal as well as external
were issued by SEBI in 2018 to NSE and to some of its present factors, including inter-alia capital requirements, earnings,
and past employees, in respect of the preferential access to contractual restrictions, applicable legal restrictions, volatility
tick by tick data in Colocation facility, Dark Fibre point to point in the capital markets, the overall financial position of your
connectivity and Governance and related matters respectively. Company, uncertainty in the economic conditions and changes
NSE had filed its response to the Show Cause Notices and had in the rate of dividend distribution tax.
also filed a Consent Application with SEBI on August 31, 2018
in respect of the said show cause notices. Subject to applicable statutory provisions and to retain
Shareholders’ confidence, your Company intends to have a
SEBI, vide its letter dated April 30, 2019 had returned the total dividend payout (including dividend distribution and other
Consent Application filed by NSE and had passed orders in taxes, cess, levies, if any relating to the dividend) of around 60%
respect of all show cause notices. In the first order, it had passed of its consolidated profit, net of tax for the relevant financial
a direction on NSE inter alia to disgorge an amount of C624.89 year, subject to the aforementioned factors and such other
crores along with interest at the rate of 12% per annum from factors as may be decided by the Board from time to time. The
April 01, 2014 till the actual date of payment and certain non- dividend policy is available on the website of NSE.
monetary and restrictive directions prohibiting NSE from raising
funds from the market, through issuance of equity, debt or During the year under review, the Board had declared and
other securities for a period of six months from the date of the paid an Interim dividend of C9.25 (925%) per equity share (on

60 | National Stock Exchange of India Limited


the face value of C1 each) for which the record date was fixed with related parties are also reviewed by the Board on a
as November 2, 2018 and the said amount was paid to the quarterly basis.
Shareholders of NSE on November 5, 2018 and November 6,
Your Company has adopted a Policy on Related Party transactions
2018. The total Interim dividend outflow was C552 crores and
as approved by the Board, which is uploaded on NSE’s
dividend distribution tax was C94.12 crores.
website. https://www.nseindia.com/global/content/about_us/
The Board of Directors at their meeting held on May 16, 2019 PolicyonMaterialityandDealingwithRelatedPartyTransactions.pdf
recommended the payment of final dividend of C8 per equity
The particulars of contracts or arrangements with related
share (on the face value of C1 each) for the year 2018-2019.
parties are given in Form AOC-2 and are attached herewith as
The final dividend outflow shall amount to C396 crores and
Annexure-1 to this Report.
dividend distribution tax shall be C81.40 crores. The payment
of the final dividend is subject to the approval of the members 4.8 DETAILS IN RESPECT OF ADEQUACY OF INTERNAL
which is being sought at the forthcoming Annual General FINANCIAL CONTROLS WITH REFERENCE TO THE
Meeting and shall be paid to those members whose names FINANCIAL STATEMENTS
appear in the Register of Members of NSE as on July 26, 2019, Currently, there is a high degree of automation in most of the
being the record date for the purpose of the final dividend. key areas of operations and processes of your Company. Such
processes are well documented with comprehensive and well
With the payment of interim dividend and proposed final
defined Standard Operating Procedures (SOPs) which inter-
dividend, the total equity dividend for the year 2018-19
alia include financial controls in the form of maker-checker,
(including dividend tax) shall aggregate to C1,029.40 crores.
strict adherence to a financial delegation made by the Board
4.5 TRANSFER TO RESERVES at various levels, systemic controls, information security
The Company has not transferred any amount to the Reserves. controls as well as role-based access controls, etc. Such
The entire amount of profits is retained in the profit and loss controls are periodically reviewed for change management in
account. the eventualities of the introduction of new processes / change
in processes, change in systems, change in personnel handling
4.6 PARTICULARS OF LOANS, GUARANTEES OR
the activities, etc. Such controls are independently reviewed by
INVESTMENTS UNDER SECTION 186 COMPANIES ACT,
the internal auditors / operational reviewers of your Company.
2013
Internal Auditors, Operation reviewer and Independent
No loan or guarantee was given to any person during the year.
Practising Company Secretary also review the compliances by
The investments made by your Company during the year are
your Company of applicable laws on a quarterly basis.
in accordance with the provisions of the Companies Act, 2013.
The particulars of Investments made during the financial year The observations, if any, of the internal audit, operations review
are set out in the Notes to Accounts which forms part of this and the compliance report issued by an independent practicing
Annual Report. company secretary are also presented to the Audit Committee
every quarter.
4.7 PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES The Statutory Auditors have conducted a review of Internal
All contracts/arrangements/transactions entered by your Financial Controls including Entity Level Controls. IT General
Company during the financial year with related parties were Controls, risk control matrix and process walk through on a
on an arm’s length basis, in the ordinary course of business sample basis as per the guidelines issued by ICAI.
and were in compliance with the applicable provisions of the
4.9 SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
Companies Act, 2013 and SEBI Listing Regulations. There are
COMPANIES
no materially significant Related Party Transactions entered into
NSE has 12 (direct and indirect) subsidiaries (11 in India and
by your Company with the Directors, Key Managerial Personnel
1 abroad) as on March 31, 2019. During the year under the
or other designated persons which may have a potential conflict
review, ‘NSEIT’, step down subsidiary of NSE acquired 95.39%
with the interest of your Company at large.
stake in Aujas Networks Private Limited (Aujas). Aujas has
All Related Party Transactions are placed before the Audit become a subsidiary of NSEIT.
Committee of your Company, for its approval. The transactions

Twenty-seventh Annual Report 2018-19 | 61


NSE has adopted a Policy for determining Material Subsidiaries funds pay-in per settlement was ₹2,150.38 crores in 2018-
which is available on the website. 19. The average number of shares processed per settlement
https://www.nseindia .com /global /content /about _us/ was about 3,408.87 lakhs in 2018-19. Short deliveries per
PolicyonDeterminingMaterialsubsidiaries.pdf settlement averaged around 0.04% in 2018-19. The Core
Settlement Guarantee Fund stood at ₹270.69 crores as on 31st
Change of name of subsidiary companies March 2019 .
During the year under review, there was a change of name of
some subsidiaries of NSE as under: F&O Segment: The total value of the settlement was
₹161,182.04 crores in 2018-19. The highest monthly
Old Name New Name With effect settlement was ₹22,367.08 crores in the month of October
from
2018. September 2018 witnessed the highest monthly trading
Dotex International Limited NSE Data 30/07/2018 volumes of ₹2,24,58,641.00 crores. The Core Settlement
& Analytics
Guarantee Fund for F&O Segment stood at ₹1,911.63 crores as
Limited
on 31st March 2019.
India Index Services and NSE Indices 30/07/2018
Products Limited Limited NSE Clearing has implemented the physical settlement in
NSE Strategic Investment NSE 30/07/2018 equity derivatives in a phased manner from July 2018 expiry.
Corporation Limited Investments The total value of securities settlement & funds settlement
Limited was ₹2,342.23 crores & ₹1,389.54 crores respectively for the
National Securities Clearing NSE Clearing 01/08/2018 period July 2018 –March 2019.
Corporation Limited Limited
Currency Derivatives segment: The total value of the
Report on Performance & Financial position of the Subsidiaries: settlement was ₹10,483.18 crores in 2018-19. The highest
The highlights on performance and financial position of your monthly settlement value was ₹1,655.62 crores in the month
Company’s subsidiaries (included in the consolidated financial of September 2018. The highest trading value in Currency
statement for FY 2018-19) are as under: Futures on NSE in 2018-19 was ₹44,565.54 crores with a
total of 63,05,780 contracts being traded and in Currency
4.9.1 NSE Clearing Limited (NCL)
Options it was ₹45,442.94 crores, with a total of 62,79,544
NCL, wholly owned subsidiary of your Company carries on the
contracts being traded. The highest trading volume in Interest
business of, inter-alia, clearing and settlement of shares, other
Rate Futures on NSE in 2018-19 was ₹4,275.50 crores with a
securities and instruments traded and regulates and manages
total of 2,29,827 contracts being traded. The Core Settlement
dealings in securities and instruments. The paid-up share
Guarantee Fund for Currency Derivatives Segment stood at
capital of NCL as on March 31, 2019 stood at C45 crores.
₹152.61 crores as on 31st March 2019.
During the financial year 2018-19, NCL earned a net profit
Securities Lending and Borrowing segment: NCL is an Approved
after tax of C172.51 crores as compared to net profit after tax
Intermediary (AI) for SLBS with SEBI. In 2018-19, the volumes
of C158.83 crores for the financial year 2017-18. The Board of
in SLBS increased by 63.86% from ₹18,670.63 crores in 2017-
NCL has recommended a dividend of C18 per equity share of
18 to ₹30,593.78 crores. As compared to the previous year,
C10 each for the year 2018-19. The payment of the dividend is
during 2018-19, securities traded in SLBS increased from 242
subject to the approval of the members which is being sought at
to 283. As on March 31, 2019, there are 165 participants, 5
the forthcoming Annual General Meeting of NCL.
custodian-cum-participants and 5 custodians registered in
CM Segment: NCL successfully continued its track record of SLBS.
completing all settlements in a timely manner. During the
Mutual Fund Service System (MFSS): As on March 31, 2019, 42
period under review, 248 rolling settlements were handled in
mutual fund houses with 7392 schemes were enabled under
de-materialised mode. The average value of securities handled
the revised MFSS scheme. The average daily value of funds
per settlement was ₹7,866.56 crores in 2018-19. The average

62 | National Stock Exchange of India Limited


settled for the subscription of mutual fund units for the financial to the approval of the members which is being sought at the
year 2018-19 was ₹19.06 Crores. The average daily value of forthcoming Annual General Meeting of NSEI.
funds settled for the redemption of mutual fund units for the
4.9.3. NSE Indices Limited (formerly known as India Index
financial year 2018-19 was ₹13.59 crores.
Services & Products Limited)
Corporate Debt Instruments: NCL provides DVP-1 based NSE Indices Limited (NSE Indices), a step down subsidiary
settlement for OTC trades in Corporate Bonds, Repo in Corporate of NSE, provides index (under the brand “NIFTY”) and index
Bonds, Commercial Papers (CP) and Certificate of Deposits related services to various stock exchanges, asset management
(CD). The average daily settlement value at NCL for OTC trades companies, insurance companies, investment banks and other
in Corporate Bonds, Commercial Papers (CP) and Certificate financial institutions across the globe. Apart from being used for
of Deposits (CD) during the financial year 2018-19 stands at launch of index linked funds/Exchange Traded Funds (ETFs) and
₹5,110.00 crores, ₹5,091.00 crores and ₹4,201.00 crores trading of index based derivative contracts, the NIFTY indices
respectively. The highest settlement value, during this period, are also being used by the asset management companies for
of ₹59,431.00 crores (across all corporate debt instruments) benchmarking the performance of their active schemes. The
was recorded on March 29, 2019. During the financial year paid-up share capital of NSE Indices as on March 31, 2019 stood
2018-19, NCL settled 1805 repo trades on corporate bonds at C1.30 crores comprising 13 lakh equity shares of C10 each.
valued at ₹1,18,045.00 crores.
Nifty Indices continued to be the primary provider of indices
4.9.2. NSE Investments Limited [NSEI] (formerly known as and related products and services to various participants in
NSE Strategic Investment Corporation Limited) the Indian Capital Market. In financial year 2018-19, 4 fixed
NSE Investments Limited (NSEI), wholly owned subsidiary income indices and 5 equity indices were launched by NSE
of your Company has its main objectives, to make or hold all Indices Limited.
strategic investments in the equity shares and/or other securities
The NIFTY 50 Futures traded on NSE recorded a turnover of
of various group companies. The paid-up share capital of NSEI
C32,39,760 crores in the financial year 2018-19 as compared
as on March 31, 2019 stood at C825.99 crores comprising of
to a turnover of C28,23,576 crores in the financial year 2017-
about 41.30 crore equity shares and about 41.29 crores 6%
18, thus registering an increase of 15%. Premium Turnover of
Non-cumulative Compulsorily Convertible Preference Shares
NIFTY 50 Options traded on NSE increased to C3,15,356 crores
(NCCPS) of C10 each.
in the financial year 2018-19 from C2,78,343 crores in the
During the year under review, NSEI had infused a sum of C100 financial year 2017-18, registering an increase of 13%.
crores in the form of 7% redeemable convertible preference
The NIFTY 50 Futures traded on Singapore Exchange (SGX)
shares in NSEIT, a wholly owned subsidiary of NSEI for an
recorded a decline of 10% in trading volume as compared to
acquisition of a Company in the cyber security space. An
previous financial year.
infusion of C9.75 crores in the form of equity capital was done
in NSE Academy Limited, a wholly owned subsidiary of NSEI to As on March 31, 2019, 20 index funds & 48 ETFs in India were
fund a business initiative for setting up of a digital education linked to the NIFTY indices. The total Asset under Management
platform. (AUM) of ETFs (equity and debt) and Index Funds linked to
NIFTY indices in India was C1,09,727 Crs as on March 31, 2019
During the financial year 2018-19, NSEI earned a net profit
as compared to C58,471 Crs as on March 31, 2018. Total size
after tax of C268.94 crores as compared to net profit after tax
of ETF (equity and debt) market in India has grown by 83% to
of C105.68 crores for the financial year 2017-18. The Board
C1,34,965 Crs as on March 31, 2019 compared to C73,858 Crs
of NSE Investments Ltd has declared and paid an Interim
as on March 31, 2018.
Dividend of C2.50/- per equity share and C0.60/- per NCCPS
for the financial year 2018-19. Also, the Board of NSEI has As on March 31, 2019, 9 ETFs linked to NIFTY indices have
recommended a final dividend of C0.30/- per equity share for been issued by international ETF issuers (5 on NIFTY 50, 2 on
the year 2018-19. The payment of the final dividend is subject NIFTY50 2x Leverage, 1 on NIFTY50 1x inverse and 1 on NIFTY

Twenty-seventh Annual Report 2018-19 | 63


50 Equal Weight). The total AUM of international ETFs linked to and development for the customers on all matters involving
NIFTY indices was USD 1100 million as on March 31, 2019 as computer software and hardware systems and management
compared to USD 1428 million as on March 31, 2018. of data processing and information and data communication
systems. The paid-up share capital of NSE Infotech as on March
During the financial year 2018-19, NSE Indices earned net
31, 2019 stood at C5 lakhs. During the year under review, the
profit after tax of C55.36 crores as compared to net profit after
employees of NSE Infotech were absorbed into NSE with effect
tax of C65.02 crores in previous financial year 2017-18. The
from June 1, 2018.
Board of NSE Data recommended a dividend of C213.50/- per
equity share for the year 2018-19. The payment of dividend is During the financial year 2018-19, NSE Infotech incurred a net
subject to the approval of the members which is being sought at loss after tax of (C 242.82) lakhs as compared to net profit
the forthcoming Annual General Meeting of NSE Indices. after tax of C75.01 lakhs earned for the financial year 2017-18.

Other Key Developments: 4.9.5 NSEIT Limited (NSEIT)


NSE Indices has a licensing agreement with SGX for NIFTY NSEIT, a step-down subsidiary of NSE, whose 100% of share
50, NIFTY Bank and three other equity indices for trading capital is held by NSEI, carries on the business of, inter alia,
of derivatives products on these indices on Singapore Stock designing, developing, maintaining, marketing, buying,
Exchange (SGX) which was terminated vide notice dated 12th importing and exporting, licensing and implementing computer
February 2018 pursuant to the joint press release by Indian software and hardware. As on March 31, 2019, the issued,
exchanges on February 09, 2018. subscribed and paid-up share capital of the Company was
C1,10,00,00,100 comprising of 1,00,00,010 equity shares of
Subsequently, SGX issued a circular dated April 11, 2018 for
C10/- each amounting to C10,00,00,100 and 1,00,00,000, 7%,
the launch of three new contracts called SGX India Futures,
Seven Years, Cumulative Redeemable Preference Shares of
SGX Options on SGX India Futures and SGX India Bank Futures
C100/- each amounting to C1,00,00,00,000.
which were replica of our contracts. To prevent such launch,
NSE Indices filed a petition before the Hon’ble Bombay High During the financial year 2018-19, NSEIT earned a net profit
Court on May 21, 2018 against SGX seeking urgent interim after tax of C34.14 crores as compared to net profit after tax
reliefs against the marketing, promotion and launch of these of C17.44 crores for the financial year 2017-18. The top line
three new contracts. The Hon’ble High Court granted an ad- of NSEIT grew by 46.14% to C276.04 crores in the financial
interim injunction against the launch of the said new derivative year 2018-19 as compared to C188.89 crores in the financial
contracts by SGX. Thereafter on May 29, 2018, the Court year 2017-18. The Board of NSEIT recommended a dividend
passed a consent order and referred the matter for arbitration of C1 per equity share and 7% on the Cumulative Redeemable
to the sole arbitration of Mr. Justice S.J.Vazifdar (Retd.). Preference Shares of C100/- each from date of allotment (the
Preference Shares were allotted on March 20, 2019), for the
NSE & SGX are parallelly in discussion for a proposed
financial year 2018-19. The payment of a dividend is subject
collaboration in NSE IFSC Ltd. at GIFT city Gujarat and therefore
to the approval of the members which is being sought at the
an application under Section 29A of Arbitration and Conciliation
forthcoming Annual General Meeting of NSEIT.
Act, 1996 has been filed before the Hon’ble Bombay High Court
seeking extension of time granted to Ld. Arbitrator wherein the Initiatives, Operations and Major Events during the year
Hon’ble Court was pleased to allow the application seeking During the year under review, NSEIT has acquired 95.4%
extension. Accordingly, Ld. Arbitrator passed an order dated stake of “Aujas Networks Private Limited” a niche cyber
April 09, 2019 whereby new time line has been decided. security Company, based at Bangalore. Aujas is engaged in
providing information security consulting services and IT risk
4.9.4 NSE Infotech Services Limited (NSE Infotech)
management with operations in India, US and the Middle East
NSE Infotech, a step-down subsidiary of NSE whose 100% share
where it has also serviced 390+ customers across the above
capital is held by NSEI, carries on the business of, inter alia,
geographies. The service portfolio included services such as
advising, providing services, developing, carrying out research

64 | National Stock Exchange of India Limited


Information Risk Advisory, Secure Development Life-cycle, NSEIT has identified Digital, Analytics and Fintech Innovation
Identity & Access Management, Data Protection and Privacy as the growth focus areas. Efficiency and productivity
Services. The marquee clients of Aujas included UIDAI, MUFG, improvements are the core components of Innovation Strategy.
HP, Saudi Hollandi Bank, HDFC Bank, Axis Bank among others. Keeping this Innovation strategy in mind, dedicated RPA & Test
Automation solutions & services Business Unit (BU) is carved
NASDAQ has signed an agreement with NSEIT to utilize NSEIT’s
out to help businesses achieve their Innovation objectives.
capability in implementation and delivery of solutions globally.
NSEIT also signed up an exclusive partnership agreement with
NASDAQ shall utilize NSEIT to facilitate the implementation
Automation Anywhere, one of the leading Enterprise Robotic
of its products globally. NASDAQ is also facilitating NSEIT
process automation (RPA) solution product vendors. The
introductions to its clients, where there is a need for custom
first year of the BU was mainly focused on creating industry
solutions. The delivery team for NASDAQ at NSEIT is scaling
awareness about RPA as well as building our capabilities in this
and expected to grow in the year ahead.
space.
During the year, many new clients have been added to the
Throughout the year, RPA BU deeply engaged with many large
Company’s Software Services business unit. These additions
Indian insurance companies such as SBI Life, Tata AIA, ICICI
have been in line with the strategic direction to move up the
Prudential, Kotak Life, Edelweiss Tokyo and with Capital Market
value chain by offering end-to-end managed services and
ecosystem companies such as NCDEX, CCIL, IIFL, Adani Capital,
continue its services in the niche areas, adding, retaining and
Tata Capital, etc to help them in their digital transformation
growing major clients by providing customized solutions in the
journey. In this endeavor, NSEIT has already done 30+ Proof
emerging technology landscape. To name a few new clients,
of Concepts to demonstrate RPA capabilities and its benefits
NSEIT added Fullerton, RBL Bank, Axis Finance, Deloitte,
through specific use cases for these organizations.
Nomura, Reliance Nippon to the client list.

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

Twenty-seventh Annual Report 2018-19 | 65


7.65 crore records being uploaded in financial year 2018-19. During the financial year 2018-19, NAL earned a net profit after
The development of a new generation NOW 2.0 application is tax of C1.56 crores as compared to net profit after tax of C 1.53
under way with a view to improve user experience by providing crores for the financial year 2017-18.
various value added tools.
4.9.8. NSE IFSC Limited (NSE IFSC)
During the financial year 2018-19, NSE Data earned net profit NSE IFSC, a wholly owned subsidiary of NSE commenced
after tax of C48.96 crores as compared to net profit after tax of operation as a Stock Exchange in GIFT City, Gandhinagar,
C38.26 crores in the financial year 2017-18. The Board of NSE Gujarat, India w.e.f June 5, 2017 after receiving approval from
Data recommended a dividend of C27.50/- per equity share SEBI vide its letter dated June 2, 2017, granting recognition
for the financial year 2018-19. The payment of a dividend is as Stock Exchange for a period of one year effective from May
subject to the approval of the members which is being sought at 29, 2017. SEBI further granted renewal of recognition to NSE
the forthcoming Annual General Meeting of NSE Data. IFSC limited until May 28, 2019. The renewal from SEBI for the
financial year 2019-20 is awaited. The paid-up share capital of
4.9.7. NSE Academy Limited (NAL)
NSE IFSC as on March 31, 2019, stood at C90 crores comprising
NAL, a step-down Subsidiary of NSE, whose 100% share
of 9 crore equity shares of C10 each.
capital is held by NSEI, carries on the business of, inter alia,
conducting tests and certification programs in various areas NSE IFSC has introduced trading in the following asset classes:
including financial markets, conducting professional education Equity Index Derivatives; Indian Stock Derivatives; Global Stock
programs and providing professional training to individuals in Derivatives; Commodity Derivatives; Currency Derivatives.
collaboration with various educational and financial institutions.
The aggregate turnover in FY 2018-19 was USD 35.57 billion.
The paid-up share capital of NAL as on March 31, 2019 stood
at C10 Crores comprising of 1 Crore equity shares of C10 each. NSE IFSC Limited has introduced Liquidity Enhancement
Scheme since the financial year 2017-18 to build liquidity and
NAL has been offering various educational courses in the
for market development at IFSC on various products including
financial market either on a standalone basis or in association
Futures & Options on NIFTY 50 and NIFTY BANK and Futures
with various industry participants and educational institutes.
on Indian Stocks.
NAL’s courses are offered from standard VIII up to MBA and
for professionals. Since inception more than 19.20 lakh NSE During the financial year 2018-19, NSE IFSC incurred a loss of
Academy’s Certification in Financial Markets (NCFM) exams C37.59 crores as compared to loss (after tax) of C16 crores for
have been conducted. NAL has empowered more than 51 lakh the financial year 2017-18.
school students under school financial literacy mission wherein
4.9.9 NSE IFSC Clearing Corporation Limited (NICCL)
NSE has tied up with the School Education Department of
NICCL, a step-down subsidiary of NSE, wherein 100% share
Government of Tamil Nadu, Goa, Nagaland, Gujarat, Himachal
capital is held by NSE Clearing Limited (NCL) formerly known
Pradesh and Punjab. NAL offers its Post Graduate Certificate
as National Securities Clearing Corporation Limited (NSCCL),
Program – Global Financial Management (PG-GFM) and joint
a subsidiary of NSE, commenced operations as Clearing
Post-Graduate programs in Financial Markets in collaboration
Corporation in GIFT City, Gandhinagar, Gujarat, India, with
with leading management institutes. NAL’s NSE Academy’s
effect from June 05, 2017, after receiving approval from SEBI.
Certified Capital Market Professional (NCCMP) is offered in
SEBI further granted renewal of recognition to NICCL until May
more than 175 colleges and educational institutions in India.
28, 2019. The renewal from SEBI for the financial year 2019-
NAL has entered into strategic partnerships with leading 20 is awaited. The paid-up share capital of NICCL as on March
industry and education bodies like Institute of Company 31, 2019, stood at C75 crores comprising of 7.5 crore equity
Secretaries of India (ICSI), KPMG, Association of Chartered shares of C10 each.
Certified Accountants (ACCA), Duke Corporate Education and
NICCL clears and settles trades executed on NSE IFSC. NICCL
others to bring world class content and thought leadership for
has the following types of clearing membership – Professional
the benefit of students and professionals.

66 | National Stock Exchange of India Limited


Clearing Member, Trading Cum Clearing Member, and Trading 4.9.11 NSE FOUNDATION
Cum Self Clearing Member. NICCL has put in place a robust and NSE Foundation, a section 8 Company under the Companies
comprehensive Risk Management System. Act, 2013 was incorporated on March 5, 2018 by NSE and
seven of its subsidiaries to implement the CSR mandate of the
Till March 31, 2019, NICCL had 6 clearing members (3 Trading
NSE Group.
cum Clearing Members and 3 Trading cum Self Clearing
Members). Clearing Banks are the key link between clearing The paid-up share capital of NSE Foundation as on March 31,
members and NICCL for funds settlement. Members are 2019 stood at C5 lakhs comprising of 50,000 equity shares of
required to maintain and operate a clearing account with any C10 each.
one of the designated clearing banks empanelled with the
The wholly committed but unspent CSR budgets from FY 2014
Clearing Corporation. There are currently 4 clearing Banks
to FY 2018 of the NSE Group Companies of C82.56 Crores
empanelled with NICCL.
falling under the purview of Sec 135 were transferred to NSE
During the financial year 2018-19, NICCL incurred a loss of Foundation, thereby allowing the Foundation to undertake
C6.40 crores as compared to loss (after tax) of C8.94 crores for impactful and sustainable social programmes on behalf of the
the financial year 2017-18. NSE Group. Furthermore, CSR budgets for the FY 2018-19
for NSE and its Group Companies of C35.39 Crores was also
Initiatives and major events during the year ended March 31,
transferred to NSE Foundation during the year.
2019
• NICCL has applied to European Securities Market Authority During the financial year 2018-19, excess income over
for recognition as a third country CCP under the European expenditure of NSE Foundation was C2.57 crores as compared
Market Infrastructure Regulation (EMIR). to the excess of income over expenditure of C82.47 crores
• A “Segregated Nominee Account Structure” has been put during the financial year 2017-18. The financial results indicate
in place in the GIFT IFSC after SEBI approval. Under this contribution received and the amount expended for charitable
structure, eligible Segregated Nominee Account Providers purposes and other administrative expenditures. The balance
can permit their clients to access the markets in the carried to Balance Sheet indicates the amount available for
IFSC through trading and clearing members without any future expenditures towards the said purposes against which
additional due diligence requirements, easing the access an amount of C95.02 crores is already committed.
of the IFSC markets to such clients.
4.9.12 AUJAS NETWORKS PRIVATE LIMITED
• NICCL has received approval from SEBI to open an
NSEIT, a wholly owned subsidiary of NSE, acquired a global
account with Euroclear Bank for acceptance of eligible
cybersecurity company, Aujas Networks Private Limited (Aujas)
foreign securities as collateral. The admission process is in
to further strengthen its cybersecurity offerings. SEBI vide
progress.
its letter dated February 15, 2019 had given prima facie no
• SEBI granted Qualifying Central Counter Party (QCCP)
objection to the proposed acquisition of Aujas by NSEIT. Both
status to NICCL.
the parties had completed Condition Precedents as on 20th
4.9.10 NSEIT (US) Inc. (“NSEIT US”) March, 2019 and the acquisition process was completed on
NSEIT US, a step-down subsidiary of your Company whose 22nd March, 2019.
100% share capital is held by NSEIT is involved in the business To meet the funds requirement for NSEIT to acquire a
of, inter alia, providing information technology and information stake in Aujas, NSEIT had approached NSE Investments to
technology enabled services. subscribe, by way of the rights issue, to the share capital of
During the financial year 2018-19, NSEIT US incurred loss of NSEIT. Subsequently, NSEI had subscribed to 7% Seven Years
C6.62 crores as compared to net profit after tax of C0.62 crores Compulsorily Redeemable Preference shares of INR 100 each
during the financial year 2017-18. fully paid-up amounting to C100 crores issued by NSEIT, post
which, NSEIT has acquired 95.4% of the share capital in Aujas.

Twenty-seventh Annual Report 2018-19 | 67


The paid-up share capital of Aujas as on March 31, 2019, stood Governance Structures, Risk Policies and a detailed Risk
at C26.51 crs comprising of 26,51,32,321 equity shares of C1 Measurement and Monitoring Framework. Your company has
each. established an enterprise-wide risk assessment and review
mechanism which inter-alia consists of risk identification,
Aujas founded in 2008, provides information security consulting
assessment and categorisation of risks taking into account the
and IT risk management services with operations in India, the
impact and likelihood of risks and the controls and mitigation
Middle East and North America. Aujas has 400 skilled cyber
plans that are in place to reduce the overall risk exposure for
security professionals and over 390 customers globally. The
your Company and the impact thereof. Your Company has a Risk
service portfolio includes Information risk advisory, identity
Management Committee, a subcommittee of the Board and
& access management, threat management and security
Management level Risk Committees that meet periodically to
analytics.
review the efficacy and adequacy of your Company’s Enterprise
4.9.13 Associate and Joint Venture companies Risk Management Framework on an ongoing basis and also to
Computer Age Management Services Private Limited (CAMS) review the controls and mitigation plans that are put in place to
is an associate of NSE Investments Ltd. (NSE Investments), reduce the overall impact of the various risks.
a wholly owned subsidiary of NSE, in which NSE Investments
With respect to Cyber and Information Security Risks, your
presently holds 37.50% of the equity share capital. During the
company has implemented the best in class control framework
year under review, NSE Investments had completed the process
to detect and mitigate these risk for itself and its Group
of partial divestment of 7.5% of the equity capital of CAMS to
Companies. Some of the key implementations are:
Great Terrain lnvestment Limited (an affiliate of Warburg Pincus
LLC) for the total sum of C249.13 crores. The said transaction is 1. Two factor authentication on web applications – This
not a related party transaction and is at arm’s length. improves the authentication security controls thereby
securing member’s user credentials & accesses.
National Securities Depository Limited (NSDL) is an associate
2. Enhanced protection for websites from advanced cyber-
of NSE in which NSE presently holds 24% of the equity share
attacks – Advanced solutions have been implemented
capital. NSE also continues to hold equity investment in BFSI
to protect our websites from newer threats arising from
Sector Skill Council of India.
automated bots and dynamically generated domains.
Further, NSDL E-Governance Infrastructure Limited and 3. User & Entity behaviour analysis –This improves upon the
Receivables Exchange of India Limited are associates of existing controls to detect anomalies in user behaviour and
NSEI, a wholly owned subsidiary of NSE. NSEI also has equity prevent authentication fraud.
investments in Goods and Services Tax Network.
4. Several cyber intelligence based controls have been
NSEI continues to hold investments in Market Simplified India implemented on existing solutions to detect and mitigate
Limited and Power Exchange India Limited. These investments new-age threats.
were written off in the year ended March 31, 2018, hence no 4.12 MATERIAL CHANGES AND COMMITMENTS, IF ANY,
value is ascribed to these investments in the books. AFFECTING THE FINANCIAL POSITION OF THE COMPANY
4.10 DEPOSITS WHICH HAVE OCCURRED BETWEEN THE END OF THE
Your Company has not invited, accepted or renewed any FINANCIAL YEAR OF THE COMPANY AND THE DATE OF THE
REPORT
deposits within the meaning of Section 73 of the Companies
There were no material changes and commitments affecting
Act, 2013. Accordingly, the requirement to furnish details
the financial position of your Company which have occurred
relating to deposits covered under Chapter V of the Companies
between the end of the financial period of your Company to
Act, 2013 does not arise.
which the Financial Statements relate and the date of this
4.11 RISK MANAGEMENT
Report.
Your Company has in place a Board approved Enterprise
Risk Management Framework that is well supported by Risk

68 | National Stock Exchange of India Limited


4.13 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE continue their participation as selling shareholders in the Offer,
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE 14 participating shareholders with a total holding of 13.75% of
GOING CONCERN STATUS AND COMPANY’S OPERATIONS the paid up share capital of NSE consented to continue holding
IN FUTURE shares in the escrow for a further period of 12 months, whereas
During the year under review, there were no significant or 15 shareholders with a total holding of 8.76% of the paid up
material orders passed by the Regulators or Courts or Tribunal share capital of NSE had opted to withdraw. Thus 6,80,72,250
which would impact the going concern status of your Company shares representing 13.75% of the paid up share capital of NSE
and its future operation. by the 14 shareholders continued to be held then in the share
4.14 EXPLANATIONS OR COMMENTS ON THE escrow account.
QUALIFICATION, RESERVATION OR ADVERSE REMARK OR
During the year under review, your Company had decided
DISCLAIMER MADE BY THE AUDITOR IN HIS REPORT
to seek the consent of the selling shareholders to retain
There is no qualification, reservation or adverse remark or
the Offered Shares in the share escrow account for a further
disclaimer made by the Statutory Auditors appointed under
period of 12 months (i.e. until December 27, 2019). Pursuant
Section 139 of the Companies Act, 2013 in their report. Hence
to this process, out of those 14 selling shareholders holding
the need for explanations or comments by the Board does not
680,72,250 Offered Shares ,12 selling shareholders holding
arise. The report of the Statutory Auditors forms part of the
4,983,9750 Offered Shares (constituting 10.07% of the issued
financial statements.
and paid-up capital of the Company) provided their consent to
Reporting of frauds by auditors retain their Offered Shares in the share escrow account and the
During the year under review, neither the statutory auditors nor same were continued to be held in the share escrow account
the secretarial auditors has reported to the Audit Committee and accordingly, SEBI was updated.
under Section 143 (12) of the Companies Act, 2013, any SEBI, vide its letter dated February 5, 2019, interalia
instances of fraud committed against NSE by its officers or communicated that as per the SEBI ICDR Regulations 2018,
employees, the details of which would need to be mentioned any decrease in the number of shares offered for sale by more
in this Board’s report. than 50% would require the fresh filing of offer document with
4.15 UPDATE ON LISTING SEBI and hence, the DRHP filed was being returned. A response
The Draft Red Herring Prospectus (DRHP) in respect of the offer was submitted to SEBI on February 8, 2019 requesting SEBI to
for sale (offer) of upto 11,14,11,970 equity shares of C1 each maintain status quo with respect to the DRHP and provide an
of NSE (constituting 22.51% of the paid up share capital of opportunity to NSE to meet the limits prescribed under the said
NSE) was filed with SEBI on December 28, 2016. There were Regulations. SEBI, vide its letter dated March 5, 2019, replied
27 participating Selling Shareholders in the offer then who that NSE’s request made earlier has not been acceded to. In
had deposited 11,14,11,970 equity shares of C1 each into the view of the same, necessary steps are initiated including to
designated share escrow account by the last date i.e. December return the shares held in the escrow account of the 12 Selling
7, 2016. The offered shares deposited into the share escrow shareholders aggregating to 10.07% of the Capital.
account were required to be returned to the selling shareholders 4.16 EXTRACT OF THE ANNUAL RETURN
if the Offer was not opened for subscription, within 12 months Pursuant to Section 92(3) of the Companies Act, 2013, Extract
from the date of filing of the DRHP with SEBI (i.e. on or prior to of the Annual Return for the financial year ended on March 31,
December 27, 2017). 2019 is enclosed as Annexure-2 to this report. In line with
Pursuant to a communication sent to the selling shareholders the requirement of the Companies (Amendment) Act, 2017,
in November, 2017 seeking their consent for retaining the effective from July 31, 2018, the extract of annual return in Form
offered shares in the share escrow account for further period MGT-9 has also been placed on the website of the Company
of 12 months from December 27, 2017 (i.e. for an aggregate of and can be accessed at weblink https://www.nseindia.com/
24 months from the date of filing of the DRHP with SEBI) and global/content/investor_rel/MGT_9.pdf

Twenty-seventh Annual Report 2018-19 | 69


5. CONSOLIDATED FINANCIAL STATEMENTS Effectiveness Survey in FY 2018-19 to understand the
employee engagement and Enablement level across the
The consolidated financial statements of your Company and its
company. Some of the employee engagement activities
subsidiaries, prepared in accordance with Indian Accounting
conducted by the Company are NSE’s participation in TATA
Standard 110 issued by the Institute of Chartered Accountants
Mumbai Marathon, Guitar, Kick boxing, Yoga, Gymnasium,
of India, form part of the Annual Report and are reflected in the
Blood donation drive, NSE 25 years celebration program for
consolidated financial statements of your Company. Pursuant employees, Health check-up camp, Employee Assistance
to Section 129(3) of the Companies Act, 2013, a statement Program and various staff welfare initiatives so as to build
containing the salient features of the financial statements of the relationships among the various teams.
subsidiary companies is attached to the financial statements
3. Employee Relations: The employee relations scenario
in Form AOC-1. Your Company will make available the said
has been harmonious throughout the period under
financial statements and related detailed information of the
consideration.
subsidiary companies upon the request by any member of
your Company or its subsidiary companies. These financial 6.1 Disclosures under Sexual Harassment of Women at
statements will also be kept open for inspection by any member Workplace (Prevention, Prohibition & Redressal) Act, 2013
at the Registered Office of your Company and its subsidiary The disclosures required to be made under Sexual Harassment
companies. of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013 are given in the following table 22:
Pursuant to the provisions of Section 136 of the Companies Act,
2013, the financial statements of your Company, consolidated Table : 22
financial statements along with relevant documents and 1 Number of complaints of sexual NIL
harassment received in the year
separate audited accounts in respect of subsidiaries, are
2 Number of complaints disposed off Not Applicable
available on the website of your Company.
during the year
3 Number of cases pending for more Not Applicable
6. HUMAN RESOURCES
than ninety days
Following developments have taken place in Human Resources 4 Number of workshops or Awareness program
/ Employee Relations front in the financial year 2018-19: awareness programs against for all employees
sexual harassment carried out was done
1. Learning & Development: During the financial year 2018-
5 Nature of action taken by the Not Applicable
19, the training needs of employees were based on the employer
individual and business need. In line with the Business
Strategy, NSE has continued to focus on the Functional and Pursuant to the Companies (Accounts) Amendment Act, 2018
Behavioral training to enhance the desired competencies. effective from 31st July, 2018, NSE has complied with provisions
As a part of our people strategy, skill enhancement and relating to the constitution of Internal Complaints Committee
leadership capability development of employees has under the Sexual Harassment of Women at Workplace
been identified as a key enabler to drive the succession (Prevention, Prohibition and Redressal) Act, 2013.
planning agenda by mitigating people risks for the
7.1 DIRECTORS AND KEY MANAGERIAL PERSONNEL
business. The objective of this initiative is to build future
As per the provisions of SECC Regulations, the Governing Board
leaders by providing them developmental support & career
of every recognised stock exchange shall include (a) Public
opportunities. We have rolled out focused interventions to
Interest Directors (PID); (b) Shareholder Directors; and (c)
build future leaders in the Company.
Managing Director. Ms. Dharmishta Raval, Mr. Dinesh Kanabar,
2. Employee Engagement Initiatives: NSE has conducted an Mr. Naved Masood and Mr. T.V. Mohandas Pai are ‘Public Interest
Employee Effectiveness Survey in FY 2017-18. The EES Directors’ while Mr. Abhay Havaldar, Mr. Prakash Parthasarathy,
action plans were formulated by the respective teams and and Ms. Sunita Sharma are Shareholder Directors. Mr. Vikram
the implementation of EES action plans are monitored Limaye is the Managing Director & CEO of your Company and is
on a regular basis. NSE has also conducted an Employee included in the category of Shareholder Director.

70 | National Stock Exchange of India Limited


During the year under review, Ms. Anshula Kant resigned as Development Officer, Mr. G. M. Shenoy - Chief Technology
Shareholder Director with effect from September 28, 2018. Mr. Officer – Operations, Mr. Shiv Kumar Bhasin - Chief Technology
Ashok Chawla, Public Interest Director and Chairman resigned & Operations Officer (w.e.f. January 2, 2019), Ms. Priya
from the Board of Directors of Company with effect from Subbaraman, Chief Regulatory Officer, K S Somasundaram
January 11, 2019. The Board placed on record its appreciation Chief Enterprise Risk (w.e.f. October 4, 2018) and Mr. Mayur
for their valuable contributions. Sindhwad, Chief Operating Officer – Trade Operations.

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.

Twenty-seventh Annual Report 2018-19 | 71


7.4 COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT performance evaluation of the individual Directors include
AND REMUNERATION INCLUDING CRITERIA FOR acting independently and in the best interests of the Company,
DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, aspects on contribution to the Board and Committee meetings
INDEPENDENCE OF DIRECTORS like devoting sufficient time to his/her role and responsibilities
Pursuant to requirements of the Companies Act, 2013, NSE at Board meetings and playing an active role in the activities of
has framed a policy on the appointment of Directors and Senior each committee on which he/she serves, etc. Peer assessment
Management personnel and a policy on Nomination policy of Directors, based on parameters such as participation and
and Remuneration of Directors and Key Management Persons contribution to Board deliberations, ability to guide the Company
identified under SECC Regulations and under the Companies in key matters, and knowledge and understanding of relevant
Act, 2013 and the same are in force. The Nomination and areas were received by the Board for individual feedback.
Remuneration Policy of NSE are attached as Annexure - 3
Your Company had engaged a leading Human Resource
and the same are uploaded on NSE’s website https://www.
consulting firm to conduct an external evaluation of Public
nseindia.com/global/content/about_us/Remuneration_Policy.
Interest Directors which included various one-to-one
pdf and https://www.nseindia.com/global/content/investor_
discussions/meetings by the external consultant with the
rel/Nomination_and_Appointment_of_Directors_and_Senior_
Public Interest Directors. The responses received from the
Management.pdf Nomination policy link and Remuneration
Board members were compiled by the external consultant and
policy link.
a Report was submitted by them. The internal and external
7.5 PERFORMANCE EVALUATION OF THE BOARD, ITS evaluation of all the PIDs were considered by the NRC and
COMMITTEES AND INDIVIDUAL DIRECTORS recommended to the Board. The Board reviewed the same and
Pursuant to the provisions of the Companies Act, 2013, Listing made appropriate recommendations to SEBI.
Regulations and SEBI Guidance Note on Board evaluation issued
A separate meeting of Independent Directors was held on
on January 5, 2017 and SEBI circular of February 5, 2019 on
March 28, 2019 to review the performance of Non-Independent
Performance review of Public Interest Directors, the Board has
Directors’ and the Board, taking into account the views of
carried out an annual evaluation of its own performance and
Directors.
that of its Committees and Individual Directors.
The performance of the Independent Directors was evaluated
The questionnaire and evaluation process was reviewed in
by the entire Board except the person being evaluated. The
the context of amendments to the Listing Regulations brought
performance of the Committees was evaluated by the Board
about by the Kotak Committee recommendations and SEBI
seeking inputs from the Committee Members. A presentation
(LODR) (Amendment) Regulations 2018, which inter-alia
was made on the Board evaluation. The Board carried out the
requires the Board to confirm fulfillment of the independence
evaluation of their own performance and that of its Committees
criteria by Independent Directors and their independence
and individual Director keeping in mind the inputs received
from management, as also performance evaluation criteria for
interalia from the review by the Independent Directors.
PIDs to be in terms of SEBI circular of February 5, 2019. The
Performance evaluation criteria of the Board, its Committees, During the year under review, the Company actioned the
Individual Directors, the Chairperson and PID’s is attached feedback from the Board evaluation process conducted in the
herewith as Annexure-4 and is available on your Company’s year 2017-18. Suggestions were incorporated which inter-
website www.nseindia.com. alia included reshaping the Board meeting schedule to allow
sufficient discussion time for strategic matters, categorisation
The criteria for performance evaluation of the Board included
of the meeting agenda for better time allocation, broad
aspects like Board composition, shared vision and strategy, the
framework of agenda items for the upcoming fiscal, training
effectiveness of Board processes, information and functioning,
programmes for all Directors, creation of strategy framework /
etc. The criteria for performance evaluation of Committees of
dashboard and enhanced discussions on subsidiary business at
the Board include aspects like the composition of Committees,
the Board level.
the effectiveness of Committee meetings, etc. The criteria for

72 | National Stock Exchange of India Limited


7.6 DIRECTORS’ RESPONSIBILITY STATEMENT 9. CORPORATE GOVERNANCE
Your Directors confirm that - Your Company is committed to maintain the highest standards
(i) in the preparation of the annual accounts, the applicable of corporate governance and adhere to corporate governance
accounting standards had been followed along with proper requirements.
explanation relating to material departures, if any;
NSE is a public limited company, whose securities are not
(ii) the Directors had selected such accounting policies and listed in any stock exchange. In terms of Regulation 33 of the
applied them consistently and made judgments and SECC Regulations, the disclosure requirements and corporate
estimates that are reasonable and prudent so as to give a governance norms as specified for listed companies are mutatis
true and fair view of the state of affairs of NSE at the end of mutandis applicable to a recognised stock exchange.
the financial year i.e., 31st March, 2019 and of the profits of
Disclosure pertaining to resources committed towards
NSE for that year;
strengthening regulatory functions and towards ensuring
(iii) the Directors had taken proper and sufficient care for compliance with regulatory requirements, backed by an activity
the maintenance of adequate accounting records in based accounting, applicable to the recognised stock exchange
accordance with the provisions of the Companies Act, forms part of this report is as under:
2013 for safeguarding the assets of NSE and for preventing
The Company has dedicated resources to manage the
and detecting fraud and other irregularities;
regulatory / compliance functions i.e. Membership compliance,
(iv) the Directors had prepared the annual accounts on a going Inspection, Surveillance, Investigation, Arbitration, Listing
concern basis; Compliance etc. There are 228 resources in these functions
in various designations. The Company has also invested in
(v) the Directors had laid down internal financial controls to be
state of the art technology for surveillance function and has
followed by the Company and that such internal financial
various internal systems for the above regulatory functions. The
controls are adequate and were operating effectively; and
Company also conducts various investor awareness seminars
(vi) the Directors had devised proper systems to ensure across India.
compliance with the provisions of all applicable laws and
To cater to the needs of investors, NSE has established its
such systems are adequate and were operating effectively.
Investor Services Cell at Mumbai, Chennai, Kolkata, New Delhi,
8. CORPORATE SOCIAL RESPONSIBILITY Ahmedabad, Hyderabad, Indore, Kanpur, Pune, Bangalore,
NSE is covered under the purview of Section 135 of the Jaipur, Vadodara, Patna, Lucknow, Chandigarh, Dehradun,
Companies Act 2013. Similarly, many of its subsidiaries are Kochi, Guwahati, Bhubaneswar, Ranchi, Panaji, Raipur, Jammu
also covered. A common CSR policy was adopted by NSE and and Shimla.
its subsidiaries to avoid duplication of functions and enable
The Investor Services Cell facilitates resolution of complaints
scaling up of activities.
of investors against the listed corporate entities and NSE
The CSR budget as per the mandate of the Companies Act members. NSE has accorded high priority for resolution of
(including the unspent CSR funds of previous years) allocated investor complaints and therefore the activities of Investors
by NSE and other NSE group companies for the purpose Services Cell are supervised by a Board Sub-Committee
of undertaking CSR activities as well as the approved and exclusively constituted for the purpose.
ongoing CSR projects were transferred to NSE Foundation,
The Investor Services Cell also renders administrative
thereby allowing the Foundation to undertake impactful and
assistance to arbitration proceedings in respect of arbitration
sustainable social programmes on their behalf. The CSR policy
cases that are admitted for Arbitration under the Exchange’s
is available on your Company’s website www.nseindia.com. The
Arbitration Framework.
disclosures required to be made in the Board’s Report as per
Rule 9 of Companies (Corporate Social Responsibility Policy) Further, there are various committees (which are sub-
Rules, 2014 is attached herewith as Annexure-5. committees of the Board) to oversee the regulatory functions,
these committees comprise of members of the Board and

Twenty-seventh Annual Report 2018-19 | 73


external experts as required. ii. Complaint against employees at the levels of Executive
Vice Presidents and above to be addressed to the Ethics
NSE endeavors to continuously improve good governance
Counsellor (Head of HR) and be screened by the Ethics
practices. The certificate from a Practicing Company Secretary
Counsellor (Head of HR) and MD&CEO. The complaint shall
confirming compliance with the conditions of Corporate
be placed before the Chairman of the Ethics Committee for
Governance as stipulated in Listing Regulations is obtained. A
final disposal with appropriate recommendations of the
report on corporate governance for the financial year 2018-19
Ethics Counsellor (Head of HR) and MD & CEO.
is furnished as part of the Annual Report as Annexure-6. NSE
also undergoes a secretarial audit quarterly. iii. Complaints against the CFO to be addressed to the
Chairman of the Audit Committee and placed before the
10. BUSINESS RESPONSIBILITY REPORT Audit Committee for consideration and disposal.
As stipulated under the Listing Regulations, the Business iv. Complaints against the Ethics Counsellor (Head of HR)
Responsibility Report (BRR), describing initiatives taken by NSE to be reviewed by MD&CEO and referred to the Ethics
from an environmental, social and governance perspective, Committee.
in the prescribed format is hosted on NSE’s website www.
nseindia.com. v. Complaints against the MD & CEO to be referred directly to
the Chairman of the Ethics Committee.
11. MANAGEMENT DISCUSSION AND ANALYSIS Protected disclosure can also be physically sent or mailed at
REPORT an email id, which shall be accessed by the Ethics Counselor/
Management’s Discussion and Analysis Report in respect of members of Ethics Committee/Panel of 4 members for
NSE’s financials for the year ended March 31, 2019 is presented examining Whistle Blower Complaints (as applicable).
in a separate section forming part of the Annual Report.
Protected Disclosures can also be reported orally to any of
12. VIGIL MECHANISM the members of the Ethics Committee. Oral reports will be
subsequently documented by the Ethics Committee for onward
NSE has, in continuation of its pursuit to establish good
investigation.
corporate governance practice, formulated ‘Whistle Blower
Policy’ and the policy is in force since December 2010 with No unfair treatment will be meted out to a Whistle Blower
amendments made from time to time. by virtue of his/her having reported a Protected Disclosure.
Complete protection will be given to whistleblowers against any
The Policy provides a mechanism to any person for reporting
unfair practice. If the findings of the investigator(s) conclude
instances of unethical conduct, actual or suspected fraud or
commission of an unethical and improper act, disciplinary
violation of NSE’s Code of conduct or Ethics policy to the Ethics
action or any other action, as deemed appropriate, will be
Counselor (Head of HR)/ Ethics Committee/ its Chairman/ Audit
initiated against the person concerned.
Committee, as the case may be. Protected Disclosures should
preferably be reported in writing as soon as possible after the A report will be submitted to the Chairman of the Ethics
whistle blower becomes aware of the same as under: Committee/Audit committee on a regular basis about the
receipt of Protected Disclosures, the results of investigations
i. Complaints against employees below the levels of
and the action initiated with regard to the same.
Executive Vice Presidents to be addressed to the panel
of 4 senior executives comprising of the Chief Regulatory As per the requirement of Listing Regulations, details of Vigil
Officer (CRO), the Chief Financial Officer (CFO), the Group Mechanism is provided on your Company’s website www.
President and the Ethics Counsellor. This panel shall put up nseindia.com
its recommendations on the complaint to the MD&CEO for 13.1 STATUTORY AUDITORS
final disposal of the complaint. A report on the complaints M/s. Price Waterhouse & Co, Chartered Accountants, LLP,
disposed of by the MD&CEO shall be placed before the (ICAI Registration No.304026E/ E300009) were appointed as
Ethics Committee.

74 | National Stock Exchange of India Limited


the Statutory Auditors of the Company for a period of 5 (five) i. Reduction of carbon emission
years from the conclusion of 24th Annual General Meeting, i.e., The Carbon footprint refers to a whole set of greenhouse
September 16, 2016 till the conclusion of 29th Annual General gas emissions on account of an organisation, event,
Meeting. product or individual. These footprints are measured in
Tons (or Kilograms) of carbon dioxide equivalent. It is a
In continuation of its term of appointment, the said Audit Firm
measure of the impact of our activities on the environment,
carried on the Statutory Audit of the Company for the financial
or in particular, climate change. NSE’s carbon footprint
year ended 31st March 2019.
of Exchange Plaza building was around 21,855 Tonnage
The Board at its meeting held on 3rd May 2019 noted the of CO2 (i.e. 0.08 tonnage CO2/Sq.ft/year (including Data
eligibility certificate of M/s Price Waterhouse & Co. Chartered Centre). However, with effective energy saving / green
Accountants LLP, that they are eligible to continue to act as power measures, NSE has reduced it to 12,666 tonnes of
the statutory auditor of the Company for FY 2019-2020 as CO2 emission.
required under Section 139 of the Companies Act, 2013.The
Board further noted that the requirement of seeking ratification ii. Set-off facility towards its Green Power generation through
of the members for the continuance of their appointment has 6.25 MW of Wind Power Project at Satara in Maharashtra.
been withdrawn consequent upon the changes made by the NSE has commissioned the 6.25 MW (i.e. 5 nos. of 1.25 MW)
Companies (Amendment) Act, 2017 with effect from May 07, Wind Power Project Plant at Satara. In Wind Power Project,
2018. Hence the resolution seeking ratification of the members the Wind Electric Generator (WEG) converts the Kinetic
for their appointment is not being placed at the ensuing Annual Energy available in the Wind to Electrical Energy by using a
General Meeting. Rotor, Gearbox and Generator. With regard to the operation of
Wind Power Plant, it mainly goes hand-in-hand with the Local
The Statutory Auditors’ Report for the Financial Year 2018 Electricity Board. The Plant is generally connected to the Main
-19 does not contain any qualification, reservation or adverse Power Grid of the Local Electricity Board. As per renewable
remarks. energy policy of Govt. of Maharashtra, the quantum of
13.2 SECRETARIAL AUDIT electricity generated through the Wind Farm is fed to the grid,
The Board, on the recommendations of the Audit Committee, which gets set off against the power consumption towards
had appointed M/s BNP & Associates, Company Secretaries, to High Tension (HT) installation of the ‘Wind farmer’(which in
conduct the Secretarial Audit pursuant to the requirements of this case is NSE) anywhere in that grid.
the Companies Act, 2013 and the rules laid down thereunder Accordingly, the aforesaid NSE’s Wind Power Plant has
for the financial year ended 31st March, 2019. The Report of generated around 1,29,04,489 electricity units in the last
the Secretarial Audit is annexed herewith as Annexure-7. The year.
Secretarial Audit Report does not contain any qualifications,
reservation, adverse remarks or disclaimer. iii. The ‘Thermal Energy Storage’ for air-conditioning system
during the peak hours to Conserve Energy
The applicable Secretarial Standards, i.e. SS-1 and SS-2,
Thermal Energy Storage System’ has been introduced
relating to ‘Meetings of the Board of Directors’ and ‘General
in the HVAC System at Exchange Plaza. It was observed
Meetings’ have been duly complied by your Company.
that most of the Services (i.e. HVAC Chillers, AHU’s, Lifts,
14. CONSERVATION OF ENERGY, TECHNOLOGY Lighting, PC, Plumbing System, etc.) were operated mainly
ABSORPTION AND FOREIGN EXCHANGE EARNINGS during office / day hours. Amongst them, the Chillers and
/ OUTGO its associated equipments used to consume more than
30% of the total peak demand load. In view of this, NSE
a. Conservation of Energy and Technology Absorption had decided to reduce its demand load during peak hours
NSE has undertaken to use the following major technological and to achieve this, NSE installed the ‘Thermal Energy
initiatives towards ‘‘Effective Energy Conservation’’ as well Storage System’ with the existing HVAC system. In this
as ‘‘Load Management System’’ namely: system, the Chillers are being operated at night hours to

Twenty-seventh Annual Report 2018-19 | 75


form the “Chill” (i.e. Glycol Water at a temperature below vii. ‘Automatic Power Factor Control Units’ (APFC) to step up
zero degree centigrade) which gets stored in a Thermal power factor of the building.
Storage Tank. Following the next day the stored Chill is The APFC Units are hooked up with Main LT Panel of the
being utilised through Heat Exchangers for air-conditioning building to improve the power factor (i.e. by counter
the entire Office area. On account of this, the total load (i.e. balancing the inductive load of the building with capacitive
HVAC-Chillers, AHU’s Lifts, Lighting, PC, Plumbing System, load) of the entire electrical load of the Building. Power
etc.) which were operating mainly during office hours have Supplier gives incentives i.e. by passing certain discount in
been distributed and NSE has surrendered the extra power. the electricity bill on account of this regularly.
This way, NSE has saved around 12065 Demand KVA in the
viii. ‘Solar Power Plant’ to cater to the part of lighting load at
last year.
Exchange Plaza
iv. Revamped the ‘Building Management System’ for effective The Solar Power Plant of the capacity of 10 KW has been
and efficient operations of the Services especially the Air installed in the building which harnesses the Solar Power to
Handling Units (AHUs) cater the part of lighting load at Exchange Plaza. This way
The Building Management System (BMS) had been installed NSE has saved around 2560.70 units in the last year.
at the inception stage itself to enable NSE to operate the
ix. ‘Rain Water Harvesting System’ to harvest the rain water
Building’s Services more effectively. For example, with the
in the periphery of Exchange Plaza
above BMS, the Air Handling Units (AHU) of air-conditioning
Envisaging water scarcity in future as well as present
system are being operated (i.e. switching ON /OFF) as per
water shortages, a proper Hydro - Geological survey was
the exact time table scheduled for respective floors. It also
conducted at Exchange Plaza to explore the possibility
helps NSE to regulate / control the temperature of the work
of harvesting the rain water in the periphery of Exchange
stations area well within a prescribed tolerance. With this
Plaza. Accordingly, post survey and feasibility, Rain Water
effective operation and regulation of AHU’s, electricity is
Harvesting System has been installed. By using this
being conserved on a day-to-day basis.
System, water gets percolated into the soil in the Exchange
v. Motion/ Occupancy Sensors in the lighting systems in the Plaza campus.
General Staff areas
x. ‘Vermiculture Plant’ for processing of variety of waste to
NSE has installed Motion/Occupancy Sensors at Workstation
produce Manure
area as well as in Meeting Rooms. By implementing this,
In this Vermiculture system, the compostable material
the lights are operated based on the Motion /Occupancy in
like food waste collected from Canteen, Garden Organics
the area.
and Paper & Cardboard gets collected at one place.
vi. General Lighting System Post shredding, the organic material gets loaded into
Lighting Transformers have been installed in the lighting Vermiculture Unit for the decomposing process. Post 7
feeders which reduces excess power consumption days of an on-going process, Vermicompost / manure get
and enhances the life of the luminaries. The Lighting generated and is used for Gardening purposes. This way
Transformers are introduced in the electrical distribution NSE has generated around 840 Kg of manure in last year
system to regulate the incoming single phase supply by recycling food waste collected from Canteen, Garden
which restricts the power supply to only 210 to 220 Volts. Organics and Paper & Cardboard.
Additionally, LED Lights have been introduced across all
xi. ‘Sewerage Treatment Plant’ to reuse building’s domestic
Offices / Utilities. This has saved around 41,893.31 units in
and flushing water (i.e. after treatment) for its Cooling
the last year.
Towers associated with HVAC System and for Gardening
purposes every day

76 | National Stock Exchange of India Limited


This plant has been installed at the inception stage itself to and Remuneration of Managerial Personnel) Rules, 2014 is
enable NSE to reuse building’s domestic and flushing water enclosed herewith as Annexure-8. The ratio of compensation
(i.e. after treatment) for its Cooling Towers associated with paid to each key management personnel, vis-a-vis. median
HVAC System and for Gardening purposes every day. This of compensation paid to all employees of NSE as per SECC
way NSE has saved around 19054 Kltr. of Water in the last Regulations, 2018 is enclosed herewith as Annexure-9.
year.
16. ACKNOWLEDGMENT
b. Foreign Exchange earnings/outgo during the year under
Your Directors are grateful for the support and co-operation
review
extended by the Government of India, Securities and Exchange
Foreign exchange earnings during the year was Nil and
Board of India and Reserve Bank of India. Your Directors would
Foreign exchange outgo during the year was C21.09 crores.
also like to place on record their sincere appreciation of the
support provided by the shareholders and also their deep
15. PARTICULARS OF EMPLOYEES
appreciation of the contribution made by the employees at all
A Statement of Particulars of Employees covered under the levels to the continued growth of your Company.
provisions of Rule 5 (2) & (3) of Companies (Appointment

For and on behalf of the Board of Directors

Dharmishta Raval Dinesh Kanabar Vikram Limaye


Director Director MD & CEO
DIN: 02792246 DIN: 00003252 DIN: 00488534
Place: Mumbai
Date: May 16, 2019

Twenty-seventh Annual Report 2018-19 | 77


ANNEXURE 1 TO BOARD’S REPORT

Form No. AOC-2


(Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013
and Rule 8(2) of the Companies (Accounts) Rules, 2014)

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

For and on behalf of the Board of Directors

Dharmishta Raval Dinesh Kanabar Vikram Limaye


Director Director MD & CEO
DIN: 02792246 DIN: 00003252 DIN: 00488534
Place: Mumbai
Date: May 16, 2019

78 | National Stock Exchange of India Limited


Annexure to AOC-2

(a) Names of the related parties and related party relationships


Sr. No. Related Party Nature of Relationship Principal Activities % Holding
1 NSE Clearing Limited (formerly known as Subsidiary Company Clearing and Settlement 100%
National Securities Clearing Corporation Limited)

(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)

For and on behalf of the Board of Directors

Dharmishta Raval Dinesh Kanabar Vikram Limaye


Director Director MD & CEO
DIN: 02792246 DIN: 00003252 DIN: 00488534
Place: Mumbai
Date: May 16, 2019

Twenty-seventh Annual Report 2018-19 | 79


ANNEXURE 2 TO BOARD’S REPORT
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
as on the financial year ended on March 31, 2019
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1)
of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS


i CIN U67120MH1992PLC069769
ii Registration Date 27th November, 1992
iii Name of the Company National Stock Exchange of India Limited
iv Category/Sub-category of the Company Limited by shares/Indian Non-Govt. Co.
v Address of the Registered office and contact details Exchange Plaza, Plot C-1, Block ‘G’
Bandra-Kurla Complex, Bandra (East), Mumbai-400 051
022-2659 8222 (tel.) 022-2659 8198 (Fax)
vi Whether listed company (Yes/No) No
vii Name, Address & Contact details of Registrar & Link Intime India Pvt. Ltd.
Transfer Agent, if any C – 101, 247 Park,
LBS Marg, Vikhroli West, Mumbai – 400 083
Tel. No. + 91 22 49186000 and Fax No. +91 22 49186060

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY


All the Business activities contributing 10% or more of the total turnover of the company are:-

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

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES


Sr. Name and Address of the Company CIN/GLN Holding/ % of Applicable
No. Subsidiary/ shares Section
Associate held
1 NSE Clearing Limited (formerly known as U67120MH1995PLC092283 Subsidiary 100% 2(87) (ii)
National Securities Clearing Corporation Company
Limited)
Exchange Plaza, Plot C-1, Block ‘G’, Bandra-
Kurla Complex, Bandra East Mumbai - 400051

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

80 | National Stock Exchange of India Limited


Sr. Name and Address of the Company CIN/GLN Holding/ % of Applicable
No. Subsidiary/ shares Section
Associate held
3 NSE Indices Limited U73100MH1998PLC114976 Subsidiary 100% 2(87) (ii)
(formerly known as India Index Services & Company
Products Limited)
Exchange Plaza, Plot C-1, Block ‘G’, Bandra-
Kurla Complex, Bandra East Mumbai - 400051
4 NSEIT Limited U72200MH1999PLC122456 Subsidiary 100% 2(87) (ii)
Ground floor, Trade Globe, Sir M V Road, Company
Andheri Kurla Road , Andheri East Mumbai-
400059
5 NSE Data & Analytics Limited U72900MH2000PLC126952 Subsidiary 100% 2(87) (ii)
(formerly known as Dotex International Company
Limited) Exchange Plaza, Plot C-1, Block ‘G’,
Bandra-Kurla Complex, Bandra East Mumbai
- 400051
6 NSE Infotech Services Limited U72900MH2006PLC163468 Subsidiary 100% 2(87) (ii)
Exchange Plaza, Plot C-1, Block ‘G’, Bandra- Company
Kurla Complex, Bandra East Mumbai - 400051
7 Computer Age Management Services Pvt. Ltd. U65910TN1988PTC015757 Associate 37.5% 2(6)
New No.10, Old No.178, M.G.R.Salai,
Nungambakkam, Chennai - 600034
8 Market Simplified India Ltd. U72900TN2000PLC045869 Associate 30% 2(6)
13th Floor, Zenith Building, ASCENDAS
International Tech Park, CSIR Road, Taramani,
Chennai-600113
9 NSDL E-Governance Infrastructure Ltd. U72900MH1995PLC095642 Associate 25.05% 2(6)
1st Floor, Times Tower, Kamala Mills
Compound, Lower Parel,
Mumbai-400013
10 Power Exchange India Ltd. U74900MH2008PLC179152 Associate 30.95% 2(6)
Unit No.901, 9th floor, Sumer Plaza, Marol
Maroshi, Andheri East, Mumbai 400059
11 National Securities Depository Limited U74120MH2012PLC230380 Associate 24.00% 2(6)
4th Floor, ‘A’ Wing, Trade World, Kamala Mills
Compound, Senapati Bapat Marg, Lower Parel,
Mumbai-400013
12 Receivables Exchange of India Limited U67190MH2016PLC273522 Associate 30.00% 2(6)
Exchange Plaza, Plot C-1, Block ‘G’, Bandra-
Kurla Complex, Bandra East Mumbai - 400051
13 BFSI Sector Skill Council of India U80904MH2011NPL222074 Associate 49.00% 2(6)
25th Floor, P.J. Towers Dalal Street, Fort,
Mumbai-400001
14 NSE Academy Limited U67190MH2016PLC274239 Subsidiary 100% 2(87) (ii)
Exchange Plaza, Plot C-1, Block ‘G’, Bandra- Company
Kurla Complex, Bandra East Mumbai - 400051

Twenty-seventh Annual Report 2018-19 | 81


Sr. Name and Address of the Company CIN/GLN Holding/ % of Applicable
No. Subsidiary/ shares Section
Associate held
15 NSEIT (US), Inc. --- Subsidiary 100% 2(87) (ii)
2010 Crow Canyon Place, Suit 107, San Company
Ramon
CA 94583
16 NSE IFSC Ltd. U65100GJ2016PLC094517 Subsidiary 100% 2(87) (ii)
Unit-1201, Brigade International Financial Company
Centre 12th Floor, Block-14, Road 1C, Zone-
1, Gift SEZ, Gift City, Gandhinagar Gujarat -
382355
17 NSE IFSC Clearing Corporation Ltd. U65990GJ2016PLC094545 Subsidiary 100% 2(87) (ii)
Unit-1202, Brigade International Financial Company
Centre 12th Floor, Block-14, Road 1C, Zone-1,
GIFT SEZ, GIFT CITY, Gandhinagar Gujarat-
382355
18 NSE Foundation U74999MH2018NPL305854 Subsidiary 100% 2(87) (ii)
Exchange Plaza, Plot C-1, Block ‘G’, Bandra- Company
Kurla Complex, Bandra East Mumbai –
400051
19 Aujas Networks Private Limited U72200KA2008PTC045218 Subsidiary 95.39% 2(87) (ii)
No.595, 4th Floor, 15th Cross, 1st Phase, Outer Company
Ring Road, J P Nagar, Bangalore 560078

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

82 | National Stock Exchange of India Limited


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
(2) Non - Institutions
a) Bodies Corp. 8,17,59,200 8,17,59,200 16.52 8,57,88,872 8,57,88,872 17.33 0.81
b) Individuals
i) Individual shareholders 6,36,053 6,36,053 0.13 14,37,232 14,37,232 0.29 0.16
holding nominal share
capital upto C1 lakh
ii) Individual shareholders 71,68,683 71,68,683 1.45 66,19,674 66,19,674 1.34 -0.11
holding nominal share
capital in excess of C1 lakh
c) Others (specify) - - -
i) HUF 21,052 21,052 0.004 0.004
ii) Trust 24,75,000 24,75,000 0.50 0.50
Sub-total(A)(2): 8,95,63,936 8,95,63,936 18.09 9,63,41,830 9,63,41,830 19.46 1.37
Total Public Shareholding (A)= 49,50,00,000 49,50,00,000 100.00 49,50,00,000 49,50,00,000 100.00 -
(A)(1)+(A)(2)
B. Shares held by Custodian for GDRs & - - - - - - -
ADRs
Grand Total (A+B) 49,50,00,000 49,50,00,000 100.00 49,50,00,000 49,50,00,000 100.00 -

II) SHAREHOLDING OF PROMOTERS


SN Shareholder’s Shareholding at the beginning of the year Shareholding at the end of the year % change in
Name No. of % of total %of Shares Pledged / No. of % of total %of Shares shareholding
Shares Shares of the encumbered to total Shares Shares of the Pledged / during the
company shares company encumbered year
to total shares
N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.

III) CHANGE IN PROMOTERS’ SHAREHOLDING (PLEASE SPECIFY, IF THERE IS NO CHANGE)


SN Particulars Shareholding at the beginning Cumulative Shareholding
of the year during the year
No. of shares % of total shares No. of shares % of total shares
of the company of the company
At the beginning of the year N.A. N.A. N.A. N.A.
Date wise Increase / Decrease in Promoters N.A. N.A. N.A. N.A.
Shareholding during the year specifying
the reasons for increase / decrease (e.g.
allotment /transfer / bonus/ sweat equity
etc.):
At the end of the year N.A. N.A. N.A. N.A.

Twenty-seventh Annual Report 2018-19 | 83


IV) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF
GDRS AND ADRS):

SN Name Shareholding at the Date-wise increase/decrease in Cumulative shareholding


beginning of the year shareholding during the year specifying during the year (01-04-18
the reasons for increase/decrease (eg. to 31-03-2019)
Allotment/transfer/bonus/sweat equity
No. of % of total Date Increase (I)/ Reason No. of % of total
shares shares Decrease shares shares
at the of the (D) in of the
beginning company shareholding company
(01-04-18)
1 Life Insurance Corporation of India 6,19,13,500 12.51 - - - 6,19,13,500 12.51
2 State Bank of India 2,57,12,500 5.19 - - - 2,57,12,500 5.19
28 3853340 (D) Sale of 2,18,59,160 4.42
September Shares
2018
3 GAGIL FDI Limited 2,47,50,000 5.00 2,47,50,000 5.00
25 24,50,000 Sale of 2,23,00,000 4.50
September (D) Shares
2018
3 October 8,09,523 (D) Sale of 2,14,90,477 4.34
2018 shares
3 December 2738095 (D) Sale of 1,87,52,382 3.78
2018 shares
4(i) Aranda Investments (Mauritius) 2,47,50,000 5.00 - - - 2,47,50,000 5.00
PTE. Ltd.
4(ii) Veracity Investments Limited, 2,47,50,000 5.00 - - - 2,47,50,000 5.00
Mauritius
5 Stock Holding Corporation of India 2,20,00,000 4.44 - - - 2,20,00,000 4.44
Limited
6 SBI Capital Markets Ltd. 2,14,50,000 4.33 - - - 2,14,50,000 4.33
7 SAIF II SE Investments Mauritius 1,75,90,000 3.55 - - - 1,75,90,000 3.55
Limited
8(i) GS Strategic Investments Limited, 1,48,50,000 3.00 - - - 1,48,50,000 3.00
Mauritius
8(ii) MS Strategic (Mauritius) Limited 1,48,50,000 3.00 - - - 1,48,50,000 3.00
8(iii) PI Opportunity Fund 1,48,50,000 3.00 - - - 1,48,50,000 3.00
8(iv) Tiger Global Five Holdings 1,48,50,000 3.00 - - - 1,48,50,000 3.00
9 Acacia Banyan Partners 1,23,75,000 2.50 - - - 1,23,75,000 2.50
10 IFCI Limited 1,20,66,871 2.44 - - - 1,20,66,871 2.44

84 | National Stock Exchange of India Limited


V) SHAREHOLDING OF THE DIRECTORS AND KEY MANAGERIAL PERSONNEL:
SN For each of the Directors and KMP Shareholding at the beginning Cumulative Shareholding
of the year during the year
No. of shares % of total shares No. of shares % of total shares
of the company of the company
At the beginning of the year N.A. N.A. N.A. N.A.
Date wise Increase / Decrease in Promoters N.A. N.A. N.A. N.A.
Shareholding during the year specifying
the reasons for increase /decrease (e.g.
allotment / transfer / bonus/ sweat equity
etc.):
At the end of the year N.A. N.A. N.A. N.A.

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

Twenty-seventh Annual Report 2018-19 | 85


VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. REMUNERATION TO MANAGING DIRECTOR, WHOLE-TIME DIRECTORS AND/OR MANAGER:
Sr. Particulars of Remuneration Managing Director & CEO
No. Mr. Vikram Limaye
(C in Crores)

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

B. REMUNERATION TO OTHER DIRECTORS: (H IN LAKHS)


Sr. Particulars of Remuneration Name of Directors Total
No. Amount
1 Independent Directors Mr. Dinesh Mr. Naved Mr. T.V. Ms. Mr Ashok
Kanabar Masood Mohandas Pai Dharmishta Chawla*
Raval
Fee for attending Board and Committee 31.00 54.75 29.25 43.25 40.75 199.00
meetings
Commission - - - - -
Others, please specify - - - - -
Total (1) 31.00 54.75 29.25 43.25 40.75 199.00
2 Other Non-Executive Directors Ms. Sunita Ms. Anshula Mr. Prakash Mr. Abhay
Sharma Kant** Parthasarathy Havaldar
Fee for attending board, committee - 2.50 2.00 22.50 22.25 49.25
meetings
Commission - - - - -
Others, please specify - - - - -
Total (2) - 2.50 2.00 22.50 22.25 49.25
Total (B)=(1+2) 248.25
Overall Ceiling as per the Companies C1 lakh per Director per Board meeting and C0.75 lakh per Director Per
Act, 2013: Sitting Fees Committee meeting w.e.f. 4 Aug, 2018

*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.

86 | National Stock Exchange of India Limited


C. REMUNERATION TO KEY MANAGERIAL PERSONNEL (OTHER THAN MD/MANAGER/WTD) : (H IN CRORE)
Sr. Particulars of Remuneration Key Managerial Personnel Total
No. Mr. S. Madhavan Mr. Yatrik Vin Amount
(Company Secretary) (CFO)
Gross salary
(a) Salary as per provisions contained in section 17(1) of the 0.94 2.54 3.48
Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 0.01 0.39 0.40
(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 0.03 0.14 0.17
(contribution to Provident Fund and other Fund, exempted
allowances, Tax paid by employer, withheld variable pay)
Total 0.98 3.07 4.05

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES


Type Section of the Brief Details of Authority Appeal made,
Companies Act Description Penalty / [RD / NCLT/ if any (give
Punishment/ COURT] Details)
Compounding
fees imposed
A. COMPANY
Penalty
Punishment --NIL--
Compounding
B. DIRECTORS
Penalty
Punishment --NIL--
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment --NIL--
Compounding

For and on behalf of the Board of Directors

Dharmishta Raval Dinesh Kanabar Vikram Limaye


Director Director MD & CEO
Place: Mumbai
Date: May 16, 2019

Twenty-seventh Annual Report 2018-19 | 87


ANNEXURE 3 TO BOARD’S REPORT

National Stock Exchange of India Limited

POLICY FOR NOMINATION AND APPOINTMENT OF


DIRECTORS AND SENIOR MANAGEMENT
1. INTRODUCTION 3. DEFINITIONS
National Stock Exchange of India Limited (hereinafter referred (i) “Board of Directors” or “Board” shall mean the collective
to as “NSE” or “the company”) is governed by the Companies body of directors of NSE;
Act. 2013 and rules notified thereunder, the Securities Contracts
(ii) “Director” means a director appointed to the Board of NSE;
(Regulation) Act, 1956 read with rules notified thereunder and
the Securities Contract (Regulation) (Stock Exchanges and (iii) “Independent Director” shall have the meaning as defined
Clearing Corporations) Regulations, 2018 (hereinafter referred under the Companies Act, 2013 read with relevant rules
to as “SCR (SECC) Regulations, 2018”) including disclosure and listing Regulations.
requirements and corporate governance norms as specified for (iv) “Key Managerial Personnel” means as defined under
listed companies to the extent applicable to stock exchanges. Section 2(51) of the Companies Act, 2013 and/or as per
Pursuant to Section 178 of the Companies Act, 2013 and SEBI regulation 2(i) of SCR (SECC), Regulation, 2018.
(Listing Obligations and Disclosure Requirements) Regulations, (v) “Public Interest Director” means an independent director
2015 (Listing Regulations), the Board of Directors of NSE as defined under SCR (SECC) Regulations, 2018
is mandated to constitute a Nomination and Remuneration
Committee which shall, amongst other things, formulate the (vi) “Shareholder Director” means a non- executive director as
criteria for determining qualifications, positive attributes and defined under SCR (SECC) Regulations, 2018);
independence of a Director and criteria for identifying persons (vii) “Managing Director” means a director who, by virtue of the
who may be appointed in senior management and recommend articles of a company or an agreement with the company
to the Board a policy, relating to the remuneration for the or a resolution passed in its general meeting, or by its
directors, key managerial personnel and other employees. Board of Directors, is entrusted with substantial powers
2. OBJECTIVE of management of the affairs of the company and includes
The Company aims to achieve a balance of merit, experience a director occupying the position of managing director, by
and skills amongst its Directors and Senior Management whatever name called.
Personnel. The objectives of this Policy are: Explanation.-For the purposes of this clause, the power
a. To formulate the criteria for identifying the persons who are to do administrative acts of a routine nature when so
qualified to become directors and such persons who may authorized by the Board such as the power to affix the
be appointed as the Senior Management Personnel of the common seal of the company to any document or to draw
Company. and endorse any cheque on the account of the company in
any bank or to draw and endorse any negotiable instrument
b. To guide the Board in relation to the appointment and or to sign any certificate of share or to direct registration of
removal of directors and Senior Management. transfer of any share, shall not be deemed to be included
c. To determine the qualifications, positive attributes and within the substantial powers of management;
independence of a director and to ensure Board Diversity (viii)“Nomination and Remuneration Committee” or “the
and implementation of succession planning in the Committee” shall mean a Committee of Board of Directors
Company. of the Company, constituted in accordance with the
provisions of Section 178 of the Companies Act, 2013,
Listing Regulations and Regulation 27 of SCR (SECC)
Regulations, 2018.

88 | National Stock Exchange of India Limited


(ix) “Policy” means this “Nomination Policy.” (v) ability of the appointee to represent the company;

(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;

Twenty-seventh Annual Report 2018-19 | 89


o The number of public interest directors shall not be (ii) if the promoter is an unlisted entity, its
lesser than the number of shareholder directors. directors, its employees or its nominees shall
be deemed to be related to it.
o The managing director shall be an ex-officio
director on the Board and shall not be included in Composition of Board as per Companies Act, 2013
either the category of public interest directors or o Section 149 of the Act prescribes that every public limited
shareholder directors. company shall have at least 3 Directors and provides for
o No trading member or clearing member, or their appointment of up to fifteen Directors without seeking
associates and agents, shall be on the Board. approval of Shareholders. It also prescribes that all listed
companies shall have at least one woman director. Section
o No foreign institutional investor shall have any 149 (3) of the Act provides that there should be at least one
representation in the Board. Director who should have stayed in India for a period of not
o The public interest directors on the Board shall be less than 182 days during the financial year.
nominated by the SEBI. 6. INDEPENDENCE OF A DIRECTOR
Composition of Board as per SEBI (LODR) Regulation, The key role of an Independent Director is to provide an
2015 unbiased, varied and experienced perspective to the Board.
While evaluating the candidature of a Director, the Committee
o board of directors shall have an optimum
abides by the criteria for determining Independence as
combination of executive and non-executive stipulated under Companies Act 2013, Listing Regulations and
directors with at least one woman director and other applicable regulations or guidelines.
not less than fifty percent of the board of directors
shall comprise of non-executive directors; The Committee takes a broad perspective with respect to
Independence and takes into consideration not only the
o where the chairperson of the board of directors is dealings, transactions, relationships with the concerned
a non-executive director, at least one-third of the Individual Director but also with relatives, entities and
board of directors shall comprise of independent organizations affiliated to it.
directors and where the listed entity does not
The Committee, along with the Board, regularly reviews the
have a regular non-executive chairperson, at least
skill, characteristics required from the Board & Individual
half of the board of directors shall comprise of
Directors. One of the prime objectives of this exercise is to
independent directors:
identify competency gaps in the Board and make suitable
Provided that where the regular non-executive recommendations. The objective is to have a board of
chairperson is a promoter of the listed entity or diverse background and experience in business, technology,
is related to any promoter or person occupying governance and areas that are relevant for NSE.
management positions at the level of board of Besides considering all other qualifications with regards to
director or at one level below the board of directors, talent, relevant professional experience, proven track record
at least half of the board of directors of the listed of performance and achievement, ethics and integrity, ability
entity shall consist of independent directors. to bring in fresh and independent perspectives, sector specific
experience and expertise, the Committee objectively evaluates
Explanation:-
whether an individual can dispassionately discharge the
For the purpose of this clause, the expression statutory functions of a Director as enshrined in the Companies
―”related to any promoter” shall have the following Act 2013, SCR (SECC) Regulations, 2018 and Listing
meaning: Regulations.
(i) if the promoter is a listed entity, its directors
DISQUALIFICATIONS FOR APPOINTMENT OF DIRECTORS
other than the independent directors, its
1. Pursuant to section 164 of the Companies Act, 2013, a
employees or its nominees shall be deemed
person shall not be eligible for appointment as a director of
to be related to it;
a company if:

90 | National Stock Exchange of India Limited


a. He is of unsound mind and stands so declared by a The Company shall appoint or re-appoint any person as
competent court; its Managing Director or Executive Director for a term
a not less than 3 year and not exceeding five years at
b. He is an undischarged insolvent;
a time. No re-appointment shall be made earlier than
c. He has applied to be adjudicated as an insolvent and one year before the expiry of term.
his application is pending;
As per SEBI Press release dated June 21, 2018,
d. He has been convicted by a court of any offence, Managing Director of a MII may serve for a maximum
whether involving moral turpitude or otherwise, and of two terms of upto 5 years each or upto 65 years of
sentenced in respect thereof to imprisonment for not age, whichever is earlier. The said requirement would
less than six months and a period of five years has not also be applicable to existing MDs of MIIs. After the
elapsed from the date of expiry of the sentence: first term, the appointment process for MD should be
Provided that if a person has been convicted of conducted afresh. The above provision of Press release
any offence and sentenced in respect thereof to shall automatically be applicable to the company
imprisonment for a period of seven years or more, he subject to SEBI notification.
shall not be eligible to be appointed as a director in any b) Independent Director:
company; An Independent Director shall hold office for a term
e. An order disqualifying him for appointment as a up to three consecutive years on the Board of the
director has been passed by a court or Tribunal and the Company and will be eligible for re-appointment on
order is in force; passing of a special resolution by the Company and
disclosure of such appointment in the Board’s report.
f. He has not paid any calls in respect of any shares of
the company held by him, whether alone or jointly with No Independent Director shall hold office for more
others, and six months have elapsed from the last day than two consecutive terms of upto maximum of 3
fixed for the payment of the call; years each, but such Independent Director shall be
eligible for appointment after expiry of three years of
g. He has been convicted of the offence dealing with
ceasing to become an Independent Director. Provided
related party transactions under section 188 at any
that an Independent Director shall not, during the said
time during the last preceding five years; or
period of three years, be appointed in or be associated
h. He has not complied with sub-section (3) of section with the Company in any other capacity, either directly
152. or indirectly.

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.

Twenty-seventh Annual Report 2018-19 | 91


7. BOARD DIVERSITY c. To determine the qualifications, positive attributes and
The Board shall consist of such number of Directors, including at independence of a director and to ensure Board Diversity
least one woman Director, as is necessary to effectively manage and implementation of succession planning in the
the Company of its size. The Board shall have an appropriate Company.
combination of executive and Non-Executive Directors. The
8. FAMILIARIZATION PROGRAM FOR DIRECTORS
Committee will lead the process for Board appointments.
The Company shall provide an orientation to new Directors
All Board appointments will be based on meritocracy in the
and continuing education/training to all its Directors, and
context of the skills, diverse experience, independence and
shall periodically provide materials or briefing sessions for all
knowledge which the Board as a whole requires to be effective.
Directors on subjects that would assist them in discharging
The candidates will be considered against objective criteria,
their duties. Each new Director shall spend reasonable time for
having due regard to the benefits of diversity on the Board.
briefings by senior management on the Company’s operations,
NSE believes that increased diversity in Board is associated
its material subsidiaries, strategic plans, its financial
with better financial performance, greater innovation and has a
statements, its key policies and practices and other details as
positive impact on the Company.
may be desired by the Director.
For Executive Director 9. CRITERIA FOR APPOINTMENT OF SENIOR MANAGEMENT
o The Executive Director shall be appointed as per the The following attributes shall be taken into consideration
applicable provisions of the Companies Act, 2013, SCR for selecting suitable candidates for appointment as senior
(SECC) regulations, 2018, Listing Regulations and rules management:
made there under.
(i) The Senior Management should satisfy the “Fit and Proper
o The person to be appointed will be assessed against a Person” criteria as prescribed by SCR (SECC) Regulations,
range of criteria which shall include but shall not be limited 2018 (Refer Annexure A);
to qualifications, skills, industry experience, fit & proper,
(ii) Assessing the appointee against a range of criteria which
background and other attributes required for the said
includes but not be limited to qualifications, skills, industry
position.
experience, background and other qualities as may be
o The Executive Director shall have all the powers and required to operate successfully in the position;
authorities as prescribed by the Board of Directors and
(iii) Contribution towards effectiveness of the organisation as a
as provided in the Articles of Association and applicable
whole;
provisions of the Act. Executive Director will be overall in-
charge of the business, administration and other affairs of (iv) ability of the appointee to represent the company;
the Company subject to the superintendence, control and (v) ability to work individually as well as part of team of senior
directions of the Board of Directors and he shall guide, management;
control and supervise the employees of the Company, their
(vi) influential communicator with power to convince other in a
functions, the business carried on by the Company and all
positive way;
administrative matters.
(vii) ability to participate actively in deliberation and group
For Non- Executive Director processes;
The Company aims to achieve a balance of merit, experience
(viii) have strategic thinking and facilitation skills;
and skills amongst its Directors and Senior Management. The
objectives of this Policy are: (ix) act impartially keeping in mind the interest of the company
on priority basis;
a. To formulate the criteria for identifying the persons who are
(x) Profile shall include:
qualified to become directors and such persons who may
be appointed as the Senior Management Personnel of the • Educational qualification;
Company. • Experience of management in a diverse organization;
• Interpersonal, communication and representational
b. To guide the Board in relation to the appointment and
skills;
removal of directors and Senior Management.

92 | National Stock Exchange of India Limited


• Demonstrable leadership skills; criteria may be applied for such identification and evaluation.
• Commitment to high standards of ethics, personal
11. REPORTING TO THE BOARD
integrity and probity;
The Chairman of the Committee shall report to the Board on
• Commitment to the promotion of equal opportunities, material matters arising at the Committee meetings and, where
community cohesion and health and safety in the applicable, shall present the Committee’s recommendations to
workplace. the Board for its approval.

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.

Twenty-seventh Annual Report 2018-19 | 93


ANNEXURE 3 TO BOARD’S REPORT

National Stock Exchange of India Limited

REMUNERATION POLICY

1. INTRODUCTION (b) Company Secretary,


National Stock Exchange of India Limited (hereinafter referred to
(c) Whole-time Director;
as “NSE” or “the company”) is governed by the Companies Act,
2013 and rules notified thereunder: the Securities Contracts (d) Chief Financial Officer; and
(Regulation) Act, 1956 read with rules notified thereunder (e) Such other officer, not more than one level below the
and the Securities Contract (Regulation) (Stock Exchanges and directors who is in whole-time employment, designated
Clearing Corporations) Regulations, 2018 (hereinafter referred as key managerial personnel by the Board; and
to as “SCR (SECC) Regulations, 2018”) including disclosure
(f) such other officer as may be prescribed.
requirements and corporate governance norms as specified for
listed companies to the extent applicable to stock exchanges. (v) (B) KMP under SCR (SECC) Regulations, 2018 means such
persons as may be identified as KMPs by the NRC / Board,
Section 178 of the Companies Act, 2013 and SCR (SECC)
from time to time
Regulations, 2018 read with SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (Listing (vi) “Managing Director’’ means a director who, by virtue of the
Regulations) prescribe that the Nomination and Remuneration articles of a company or an agreement with the company
Committee shall recommend to the Board a policy relating to or a resolution passed in its general meeting, or by its
the remuneration of the Directors, Key Managerial Personnel Board of Directors, is entrusted with substantial powers
and other employees. of management of the affairs of the company and includes
a director occupying the position of managing director, by
Accordingly the Committee hereby recommends to the Board
whatever name called.
of Directors of NSE, a policy relating to remuneration for the
Directors, Key Managerial Personnel and other employees. Explanation.-For the purposes of this clause, the power
to do administrative acts of a routine nature when so
2. DEFINITIONS
authorized by the Board such as the power to affix the
(i) “Board of Directors” or “Board” shall mean the collective
common seal of the company to any document or to draw
body of directors of NSE;
and endorse any cheque on the account of the company in
(ii) “Director” means a director appointed on the Board of NSE; any bank or to draw and endorse any negotiable instrument
(iii) “Public Interest Director” means an Independent Director, or to sign any certificate of share or to direct registration of
representing the interests of investors in securities market transfer of any share, shall not be deemed to be included
and who is not having any association, directly or indirectly, within the substantial powers of management;
which in the opinion of the Securities and Exchange Board (vii)
“Nomination and Remuneration Committee” or
of India (“SEBI”), is in conflict with his role; “Committee” shall mean a Committee of Board of NSE,
(iv) “Independent Director’’ shall have the meaning as defined constituted in accordance with the provisions of Section
under the Companies Act, 2013 read with relevant rules 178 of the Companies Act, 2013, Listing Regulations and
and the Listing Regulations. Regulation 27 of SCR (SECC) Regulations, 2018.

(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

94 | National Stock Exchange of India Limited


(x) “Whole-time director’’ includes a director in the whole- time in this regard shall be followed while determining the
time employment of the company. compensation payable to Directors.

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/

Twenty-seventh Annual Report 2018-19 | 95


non-statutory benefits which are normal part of - The Non-executive/Independent Directors/ Public
remuneration package in line with market practices. Interest Directors of the Company are entitled to
sitting fees for attending the meetings of the Board or
b) Variable salary: Committees thereof.
- The Company may structure any portion of remuneration
as variable in the form of commission/bonus or - The Company may pay remuneration to its directors,
otherwise, linked to rewards on the achievement of other than Managing Director and Whole Time Director
Company’s and individual performance, fulfillment upto 1% of the net profits of the Company, if there is a
of specified improvement targets or attainment of managing director or whole time director or manager
certain financial or other objectives set by the Board. and 3% of the net profits in any other case. The
The amount payable shall be determined by the Company can exceed these limits only by passing a
Committee/Board, based on performance against pre- special resolution at the general meeting.
determined financial and non-financial metrics. - All fees / compensation, if any paid to non-executive
- As per Section 197 of the Companies Act, 2013, directors, including independent directors, shall
the total managerial remuneration payable by the be fixed by the Board of Directors within the limits
Company to its directors, including managing director as prescribed under the Act and shall require prior
and whole time director, and its manager in respect of approval of shareholders, however, the requirement of
any financial year shall not exceed 11% of net profits obtaining prior approval of shareholders shall not apply
of the Company computed in the manner laid down in to payment of sitting fees to non-executive directors, if
Section 198 in the manner as prescribed under the Act made within the limits prescribed under the Act.
except that the Remuneration shall not be deducted - The reimbursement of expenses for attending the
from the gross profits. Board and other Committee meetings including
- The Company may authorize the payment of travelling, boarding and lodging expenses, shall be
remuneration upto 5% of the net profits of the Company paid by the Company.
to its anyone Managing Director/Whole Time Director/ - Commission may be paid to the Non- Executive
Manager and 10% percent in case of more than one Directors/Independent Directors/Public Interest
such official. The Company can exceed these limits Directors within the limits prescribed under the Act i.e.
only by passing an special resolution at the general not exceeding 1% of the net profits of the Company
meeting. computed as per the applicable provisions of the Act
- The Company with the approval of the Shareholders and with the prior approval of the Shareholders of the
may authorize the payment of remuneration exceeding Company. The Board shall however, have the authority
11% of the net profits of the company, subject to the to determine the manner and proportion in which the
provisions of Schedule V of the Act. amount be distributed amongst the Non- Executive
Directors and Independent Directors.
- The net profits for the purpose of the above
remuneration shall be computed in the manner - Shareholders approval by way of special resolution is
referred to in Section 198 of the Act. required for the following:

- 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:

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For Key Managerial Personnel (KMP) and Senior an opportunity of being heard to the concerned KMP,
Management in case of fraud, misfeasance, misappropriation or
excessive risk taking by the concerned employee
- The remuneration of the Key Managerial Personnel
intentionally causing financial loss to the company.
and Senior Management shall be determined, after
considering the following key factors: - The KMPs under SCR (SECC) Regulations, 2018 are
also covered under a claw back arrangement under
a) The level and composition of remuneration that
which the compensation committee may require
should be reasonable and sufficient to attract,
an employee to return previously paid or vested
retain and motivate directors/executives and
remuneration partially or fully, after providing an
should be in line with the industry practice
opportunity of being heard to the concerned KMP,
aimed at promoting the short term and long term
under the following circumstances namely fraud,
interests and performance of the company.
misfeasance, misappropriation and intentionally
b) Relationship of remuneration to performance causing financial loss to the company. The claw back is
is clear and meets appropriate performance exercisable within a period of three years from the end
benchmarks. of financial year in which the remuneration was paid or
c) Remuneration will involve a balance between vested. The claw back is not exercisable in respect of
fixed and incentive pay reflecting short and long- retiral benefits accrued to KMPs.
term performance objectives appropriate to the 7. REPORTING TO THE BOARD
working of the company and its goals. The Chairman of the Committee shall report to the Board on
The Appointment along with Remuneration of KMP material matters arising at the Committee meetings and, where
under Companies Act, 2013 shall be approved applicable, shall present the Committee’s recommendations to
by the NRC and the Board. The appointment and the Board for its approval.
remuneration of KMP’s under SCR (SECC) Regulations, 8. AMENDMENT
2018 shall be approved by the NRC. The appointment Any amendment or modification in the Companies Act, 2013,
and remuneration of Senior Management as identified SCRA, 1956, SCR (SECC) Regulations, 2018, Rules, Regulations
by NRC / Board from time to time shall be approved and and directives issued under the respective statutes (which
recommended by the NRC for approval of the Board. include Listing Regulations) and any other applicable provision
Any subsequent increment to the Senior Management relating to the remuneration / compensation / commission, etc.
under Companies Act, 2013, Listing Regulations shall automatically be applicable to this Policy.
and MD & CEO direct reports shall be approved and
9. DISCLOSURE
recommended by the NRC and Board.
This policy shall be placed on the Company’s website in
- The variable pay component shall not exceed 1/3rd of accordance with provisions of the Companies Act, 2013 and
total pay and 50% of the variable pay in respect of the Listing Regulations and the salient features of the policy, if any,
KMPs under SCR (SECC) Regulations, 2018 in respect shall be disclosed in the Board’s report.
of each financial year shall be paid to the employee
10. REVIEW OF THE POLICY
concerned on completion of 3 years from the last date
This Policy shall be reviewed by the Nomination and
of the respective financial year. However, as a malus
Remuneration committee periodically, presently once in 2
arrangement, the said amount or any part thereof in
years, unless an earlier review required to ensure that it meets
respect of a financial year may be prevented from being
the regulatory requirements or latest industry practice or both.
paid by the compensation committee, after providing

Twenty-seventh Annual Report 2018-19 | 97


ANNEXURE 4 TO BOARD’S REPORT

PERFORMANCE EVALUATION CRITERIA


Criteria for performance evaluation of the Board, its Committees, Individual
Directors, the Chairperson and PID’s

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.

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b. Experience: The PID’s prior experience in area of • Whether the PID remains updated in terms of
law, finance, accounting, economics, management, developments taking place in regulatory areas.
administration or any other area relevant to the financial
• Whether the PID has identified any important issues
markets, including any recent updates in this regard.
concerning any matter which may involve conflict of
c. Knowledge and Competency: interest for the concerned MII, or may have significant
• Whether the PID has sufficient understanding and impact on their functioning, or may not be in the
knowledge of the entity in which it operates and the interest of securities market, and whether the PID
applicable regulatory norms. reported same to SEBI.

• 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.

Twenty-seventh Annual Report 2018-19 | 99


• Whether disclosures such as dealing in securities and Independent external agency, while doing so, may also
other regulatory disclosures are provided by the PID take into account the inputs of review by Independent
on timely basis. Directors;

• 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.

100 | National Stock Exchange of India Limited


• Willingness to experiment and adopt innovative B. Process of Evaluation by Board / NRC/ External Agency
strategies for changing the Company‘s business The Board / NRC/ External Agency may evaluate
landscape. the performance of the Board as a whole, the Board
Committees and the Individual Directors as defined in
• Execution of policies and procedures put in place
the Board Evaluation Policy (‘the Policy’) considering the
by the Board.
following:
(ii) Shareholder Directors
i. Board of Directors:
• Places company‘s interest ahead of personal
• Corporate Governance standards adopted by the
interest.
Board such as board composition, board diversity etc.
• Protection of stakeholders ‘interest. • Independence in functioning and decision making.
• Protection and enhancement of Company‘s brand • Commitment to highest ethical standards of integrity
value and goodwill and Delegation of authority and and probity.
responsibility. • Provision for entrepreneurial leadership.
• Alignment of day-to-day functioning with the • Effective guidance for setting up and achieving the
strategic aims and financial goals of the Company. strategic aims and financial goals of the Company.
• Exercise of duties with due and reasonable care, • Implementation and periodic review of policies and
skill, diligence and independent judgment. procedures for risk management, financial controls
and statutory compliance.
(iii) Board of Directors:
• Number and adequacy of meetings discussion on
• Corporate Governance standards adopted by the
strategic matters having substantial effect on the
Board such as board composition, board diversity etc.
functioning of the Company.
• Independence in functioning and decision making. • Accountability for decisions taken.
• Commitment to highest ethical standards of • Stakeholder relationship management.
integrity and probity. • Engagement with executive management (formal
• Provision for entrepreneurial leadership. or informal) on issues/concerns having effect on
the Company‘s functioning and adequacy on flow of
• Effective guidance for setting up and achieving the
information to the Board.
strategic aims and financial goals of the Company.
• Ensuring necessary financial and human resource
• Implementation and periodic review of policies support to achieve Company‘s objectives.
and procedures for risk management, financial
ii. Board Committees:
controls and statutory compliance.
• Constructive recommendations made to the Board
• Number and adequacy of meetings, discussion on from time to time.
strategic matters having substantial effect on the
• Engagement with executive management (formal or
functioning of the Company.
informal) on information required by the Committee to
• Accountability for decisions taken. effectively its statutory responsibilities.
• Stakeholder relationship management.
iii. Individual Directors:
• Engagement with executive management (formal • Understanding of roles, responsibility, regulatory
or informal) on issues/concerns having effect on systems, laws and regulations applicable to the
the Company‘s functioning and adequacy on flow Company and performance of duties in independent
of information to the Board. and objective manner.

• Ensuring necessary financial and human resource • Understanding of objectives, values, vision and
support to achieve Company‘s objectives. business of the Company.

Twenty-seventh Annual Report 2018-19 | 101


• Level of participation and devotion of time to Board b. PID’s shall also be subject to external evaluation during
meetings and Committee meetings, if any. their last year of the term in a company, by a management
or a human resources consulting firm. The consultant shall
• Skills, knowledge, experience, application of subject
take into consideration the performance of the PID for the
matter expertise.
entire tenure served in a given company, at least up to 4
• Adherence to Code of Conduct and Code of Ethics of months before expiry of his/her term. In order to avoid
the Company. any bias or conflict of interest, external consultant should
• Disclosure of conflict of interest or material pecuniary not be a related party or associated with the company, the
relationships with the Company, its subsidiaries and concerned PID or any other governing board members.
associates or any proposed contract or arrangement. c. The performance review of PID’s should be carried out
• Engagement with executive management for efficient in fair and objective manner and the review should be
discharge of responsibilities. recorded with clarity and verifiable facts in a standardized
format covering all the relevant criteria/aspects.
While carrying out performance evaluation as above,
the Board may take into account the inputs received, if While evaluating conflict of interest of a PID, the governing board
any, from the review by NRC, if any, and the review by of MII shall also take into consideration provisions of Clause
Independent Directors. 2(d) of Schedule II Part H of SECC Regulations, 2018 under the
head ‘Public Interest Director’; and conflict of interest, if any, of
iv. Public Interest Directors (PID’s): any PIDs should be disclosed to SEBI by the governing board
a. Board shall evaluate the performance of each PID, on an with their comments/ views.
annual basis at the end of every financial year.

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ANNEXURE 5 TO BOARD’S REPORT

ANNUAL REPORT OF THE CSR ACTIVITIES FY 2018 -2019

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

Twenty-seventh Annual Report 2018-19 | 103


to improve reading, writing, critical thinking, arithmetic and (f) Prime Minister’s National Relief Fund
problem-solving, application and behavioural skills and From time to time various regions in India are affected by
create a cadre of highly motivated teachers who become natural calamities such as floods, storms, earthquakes,
change agents. etc. Emergency relief assistance is provided by the State
Govt. & Central Govt. agencies, NGOs etc. and also through
(c) Sanitation and Safe Drinking Water Prime Minister’s National Relief Fund. NSE has taken up
The initiatives in WASH (Water, Sanitation and Hygiene) contribution to the ‘Prime Minister’s National Relief Fund’
programmes are aligned to the goals of the Swacch Bharat and emergency disbursals to NGOs to provide speedy relief
Mission and the Swacch Bharat Swacch Vidyalaya. Under to affected communities as one of the CSR focus areas in
this, NSE Group supports sanitation projects in the schools, such circumstances if and when the need arises, under the
communities, and awareness building on sanitation, safe CSR policy.
drinking water, solid waste management and other WASH
related aspects to ensure usable WASH facilities in schools, (g) Selection Criteria of Projects
anganwadis etc. and strive towards sustainable open The NSE Group CSR objectives have been identified basis
defecation (ODF) free communities through sustained the larger mandate of the Sec. 135 of the Companies Act
behaviour change communication. 2013 and the Companies (CSR Policy) Rules 2014, which
outlines the corporate social responsibility of companies.
(d) Elder Care NSE Group has further defined the CSR interventions to be
Demographic Ageing is rapidly advancing with 1 in 6 Indians undertaken and laid down the criteria for selecting projects
slated to be a senior citizen by 2050. This poses a huge on a long term timeline to achieve outlined indicators to
set of challenges and stresses on the nation and society, create a sustainable impact in identified communities.
which include a larger financially dependent population,
increased demands on health care systems, social security, The implementing agencies (NGOs) are selected after
protection and management. intense scrutiny and due diligence by NSE Group
programme monitoring and evaluation (PME) partners. This
The area is challenging as this problem has not been taken includes, legal & financial due diligence, conformation to
up as an imminent issue. There are limited NGOs working guidelines prescribed in Sec.135, programme evaluation,
on elderly issues to collectively empower elders in various past track records and so on.
aspects of their day to day life. Projects considered under
the elder care segment focus on enhancing the holistic The programme proposals go through a detailed scrutiny
well-being of the underprivileged ageing population by on various parameters such as type of beneficiaries,
awareness campaigns and addressing their mental and relevance of scope of work to thematic requirements,
physical health indicators through health camps etc., focus on the larger community, emphasis on training
addressing elder abuse, loneliness, economic and financial and capacity building, working with Government
independence by activities that create to awareness of schemes, departments, sustainability of the intervention,
issues relating to the elderly. innovativeness, uniqueness, scalability, replication of
programmes, outputs, outcomes, plan for monitoring and
(e) Research and Studies in areas specified in Schedule VII evaluation, impact assessment and employee engagement
including promoting Education opportunities.
Research activities may be undertaken in the areas as
After the first phase of programme implementation, NSE
described in Schedule VII of the Companies Act, 2013,
Group CSR team had developed a reference framework
or in the areas promoting education such as Economics,
based on the FINITE model to bench mark the projects.
policy, regulatory, market, corporate governance etc. as
Focused (in location /approach and sector), Innovative (In
CSR activities provided that (1) they are with an educational
design, concept and outcomes) Niche (Unique in approach,
or research institution and (2) they are in the Project mode
intervention and programmes) Impactful (in quantitative
and not a ‘one off activity’ and do not involve the creation of
and qualitative programme outputs and outcomes) Tracked
an endowment chair.

104 | National Stock Exchange of India Limited


(in programme achievements, programme objectives complied for children in MDC Home, Mankhurd.
involving NSE staff, NGOs, community and beneficiaries) This was the first time that children with intellectual
and Engaging (To all stakeholders community, company disability from a MDC Home attended regular school.
and beneficiaries due to uniqueness of methodology, A resource room has been created in the school where
engagements and tools). these children are attending school under SSA program.
Children were provided special inputs in the resource
The projects are selected on a number of parameters
room, which has helped them to cope with the regular
such as alignment to the CSR vision and CSR policy of
school. Counselling sessions, occupational therapy,
NSE Group, focus verticals, geographical area located in
physiotherapy, remedial learning, skill development,
backward districts, needs of the community, impact of the
various alternate therapies to provide emotional
programme, beneficiaries profile and sustainability of the
healing etc. are also conducted for the children.
project after completion.
The Project Chunauti team initiated replication of
(h) Monitoring and Evaluation of CSR Initiatives the Chunauti model in 19 more MDC homes across
Rigorous monitoring and evaluation processes ensure Maharashtra working with 353 stakeholders consisting
the success of the CSR programmes. NSE Group through of experts, Government officers, academicians, MDC
empanelled Project Management and Evaluation agencies Home functionaries etc. 593 children have been
(PMEs) of repute and experience, apply stringent criteria indirectly impacted through the replication process.
while selecting the NGO partner and the programmes. Till date, 204 staff members from 11 MDC Homes
The projects have the key indicators defined and impact have been trained to conduct assessments and
assessed in the CSR projects undertaken. design individual care plan for each child based on the
These key indicators are tracked on a regular basis by individual requirements.
frequent desk reviews, site visits, follow-ups, capacity
ii. Educate Girls’ programme
building, quarterly on site programmatic and financial
This education project is supported since 2017 in
scrutiny as well as advice on organizational or programmatic
463 villages in three blocks of Ajmer, namely Bhinai,
corrections to ensure on ground impact and sustainability
Jawaja and Silora. The project aims at ensuring the
of the programme.
re -enrolment of out of schools (OOS) girls who have
(i) Projects undertaken by NSE Group CSR during the FY 2018-19 stopped attending school and those girls who have
i. Chunauti never been enrolled, retention of girls enrolled in
Project Chunauti, a field action project of TISS was schools and improving the learning outcomes of
initiated in 2012 on the direction of the Mumbai High children studying in grades 3, 4 and 5. In order to
Court in response to the gross abuse and neglect improve learning levels (numeracy and literacy), a
of children in Mentally Disabled Children’s (MDC) structured curriculum is implemented in schools for
Homes in Maharashtra. Project Chunauti is an effort to children (both boys and girls) using specially designed
promote and protect the rights of these intellectually kits called Gyan Ka Pitara (GKP).
disabled, orphan children who are the most vulnerable The intended impact of the project supported by NSE
group in society. Earlier, there was no vision for the Group is to increase enrolment of girls in schools, retain
rehabilitation and social re-integration of such children at least 85% of enrolled girls in school and improve
in Maharashtra. Project Chunauti has developed learning outcomes for over 4,900 children studying in
a rights-based model of intervention for mentally grades 3-5. The programme is undertaken by a cadre
challenged, orphaned children with interventions of unpaid community volunteers called associated
like education, vocational training, counseling, with the organization. The second year of the project
development of individual care plans, training in life implementation is currently underway and 2,127 out
skills and efforts towards social reintegration into of school girls have been enrolled in schools. Learning
society. Inclusive education under Sarva Shiksha curriculum through GKP kits is being implemented in
Abhiyan (SSA)-Right to Education (RTE) Act has been 226 schools to improve learning outcomes for around

Twenty-seventh Annual Report 2018-19 | 105


5,800 children. To ensure institutional strengthening v. Fellowship Sponsorship Programme
and ledership the project has formalized 331 SMCs and This programme supports 60 teaching fellows drawn
201 Bal Sabhas (girl’s councils) providing training and from various professions, 42 in Mumbai and 18 in
handholding support to around 3,420 SMC members Chennai drawn to teach in low income and Government
and around 2,600 Bal Sabha girls. schools. It is seen that embedding of such trained and
skilled teaching fellows within the educational systems
iii. Education Activity Centre (Urban) leads to a high transference of skill sets and improving
This project was a literacy programme for children of the overall educational ecosystem. This in turn
aged 6 -14 years of construction, migrant and seasonal leads to improved learning outcomes in numeracy and
labourers in Pune bringing education through the language of 2100 students.
Educational Activity Centers (EAC). The programme
has completed three years of implementation. This is Students are assessed on the Student Vision Scale
an attempt to include those children who are at risk which in addition to learning and improving the
of being drawn into the child labour force. The project values & mindsets shapes how children choose to
also tracked drop out children due to migration of the operate in the world and contribute towards making
family to new construction sites and helps them get it better with better self-understanding. Emphasis
admitted in schools near the areas they have shifted to. is also placed on developing higher competencies in
A total cumulative number of 1000 children benefited Maths. The learning outcomes for the students have
by this project and 132 children were tracked and 76 shown an average reading level of 2.01 in Reading
re-enrolled in schools. Comprehension (RC) assessments, and an average
29% mastery in Math assessments. In addition to
iv. Eureka Super Kidz learning and other outcomes, the Fellow’s leadership
This project benefits 2886 children in 100 villages of development journey is assessed on a Fellow
six districts in Tamil Nadu: Cuddalore, Kanchipuram, Commitment Scale which measures 3 commitments
Thiruvallur, Thiruvannamalai, Trichy and Vellore to Personal Transformation, Collective Action, and
ensure quality education for children in grades 3-7 to Educational Equity.
promote achievement in basic skills of Tamil, Math,
English and Science through an after school remedial The project, currently, in the third year has shown
education programme and for children in grades six improved learning outcomes, increased measures
to eight programme in basic skills of Math, English on the Student Vision Scale at 23% and the Fellow
and Science through after school interventions with commitment scale at 22% increase.
interested teachers focusing especially on children
lagging in basic skills. The program also builds the vi. Girl Child Education Programme
capacity of the tutors and block trainers (trained The NSE Group Girl Child Education project runs 100
community youth) through workshops on classroom out -of- school learning centres in 100 extremely
management, soft skills and innovative teaching remote villages of Purulia and Bankura Districts in West
techniques. Bengal. The programme follows a cyclical approach
The programme also intervenes through tinkering labs in which the child is engaged for five years to build
to provide a trigger for scientific temperament, health a strong learning foundation. This helps in enrolling
sessions for awareness on better nutrition, “Walk them in regular upper primary schools and because
‘n’ Talk English” program to help better engage the of their conceptual proficiency, instances of drop out
parents and community. are reduced. The project objective is to improve access
The project is in its third year of implementation. The to quality education for out of school girls through
total enrolment is 2635 children of which 417 are learning centers and to improve learning outcomes
from the 28 tribal villages. The increase observed in for girls enrolled with learning centers and ensure
enrolment has been 27%. There has also been an their transition to formal schooling and continuing
average of 50% improvement the skills taught to the education. The project focus is on motivating children
students. of remote tribal and other backward communities to

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join the learning centers. This project engages with the who are unable to read even grade 1 level text are
community at every step to ensure sustainability of included in these sessions. In end of the third year,
the initiative and the learning centers are set up with 82% children from grade 1 who had an attendance
the help of the community in the spaces provided by of 80% or more were able to read their age and grade
them to promote ownership of the programme. This level.
project has reached 1627 girl children in and 1706
ix. Grow with Books- SMC
girl children in Purulia in its first year. Currently, 3183
The NSE Group– DSS SMC project was implemented
girl children are enrolled in 100 centers. Around 98
in five municipal schools of Pune. The programme
community people have been trained and employed
sought to increase participation of school teachers in
as teachers in these centers.
the reading class sessions and the third component
vii. Girls Empowerment through education training & aimed to create awareness among the School
action- GEETA Management Committees (SMC) regarding their roles
The project ‘Girls Empowerment through Education and responsibilities so as to make it functional. The
Training & Action’-GEETA completed its term of objective was to create a sustainable model where
implementation in nine villages of Mihinpurwa block, the SMC members strengthen and represent the voice
Bahraich district in Uttar Pradesh and focused on the of the community to demand quality educational
literacy deficiency of 800 tribal Tharu girls from 6 services through the state delivery systems as well
schools. In addition, 1568 children in the age group of as participate in ensuring the delivery of upgraded
6 – 14 years from other socially excluded communities services.
benefitted by the creative methodologies of the project.
x. Grow with Books- Mumbai
The project built capacities of teachers and School This education project in Mumbai in 25 Municipal
Management Committees (SMCs) through training and Hindi & Marathi schools reaches out to around 10,000
community mobilization and in turn strengthens the children living in urban slums. . The children are
demand side of education. The programme improved first generation learners from low income families
the level of education with emphasis on improved who have migrated to Mumbai. The programme
reading, writing and speaking skills, retention of girls in has recently commenced its third year and seeks to
schools, increasing attendance, and reducing dropout enhance classroom transactions through four types
rates. of interventions run in the school along with capacity
building of 376 MCGM school teachers and intervention
viii. Grow with Books- Rural
through 66 trained facilitators, namely; (1) First Step
The Project ‘Project Grow with Books’ was
Forward, which ensures reading and writing readiness
implemented in Mulashi taluka near Pune is in the third
for children in Std 1; (2) Remedial Class in Language
year of implementation. The NSE Group project aimed
& Math for grades 1 to 5; (3) Reading Promotion
to bridge reading skills of 3400 children from 25 rural
Programme grades 2 to 5 and (4) Library sessions and
government zilla parishad schools. The community
Bal Samuha to enhance reading skills and confidence
in this area comprises of small holding farmers,
among children.
daily wage labourers and construction workers. The
programme comprises of 4 distinct modules for The programme has observed an overall improvement
children from grade 1 to 7. First Steps Forward is a 45 in 98% children in First step forward as they could read
minute reading session conducted for grade 1 every words and sentences according to the performance
day. Reading Classes for grade 2 -4. Each session of scale in the end of year two. 735 Children of grade
90 minute every week conducted by book fairies, I through First Step Forward lacking pre-school
Home lending library for grade 1 -7. This programme is exposure learnt to read and recognize alphabets and
conducted in schools that already have reading classes matras. There is improved academic progress of 688
in the lower grades to help strengthen the foundational educationally backward children through Remedial
reading skills. Bridge Classes for grades 2 - 4, children Education Classes in Language and Math. The Reading

Twenty-seventh Annual Report 2018-19 | 107


Promotion Programme, Library & Home lending has seen improvement in 85% children out of the
borrowing of books has reached 1310 children at 4334 children enrolled.
the end of year two. The project has also improved
The project has been successful in the mobilization of
self-esteem and participation at school level events
two to three volunteers in each community to conduct
through Bal Samuha or Children’s Groups.
the library program in all the 120 communities which
xi. Leadership Training of the Panchayat Elementary has reached 12,356 children.
Education Officers (PEEOs – Principals of Senior
Under the Parents Education initiative, workshops
Secondary Adarsh Schools)
have been conducted regularly on a monthly basis in
The Principal training programme conducted in Jaipur, each of the 120 communities and 6256 parents were
aims to build the academic and leadership skills of provided with material and instructed on how to apply
the 6000 Principals of the Adarsh schools so that this material to engage with their children to enhance
they can ensure effective implementation of the State academic development. The project has seen a gradual
Improvement for Quality Education (SIQE) programme increase in number of parents attending the workshop.
and improve the quality of education delivered by
xiii. Learning Orbit for Village Excellence
their schools. Through detailed six-days training about
This programme brings together a diverse and
4000 out of 6000 PEEOs have been trained to support
dynamic pool of young people from the local and urban
and monitor schools for effective implementation of
communities to create inspired and collaborative
Child Centric Pedagogy (CCP) and Continuous and
learning in 30 government schools of Kotra and
Comprehensive Evaluations (CCE) processes gradually
Gogunda. The objectives of the project are to increase
impacting on the quality that is being delivered by the
the attendance, learning outcomes, personal and
schools, at scale. PEEOs are now actively participating
professional development of teachers, build aspirations
in workshops/meetings with DIET faculty to develop
in students to complete school education, enable
worksheets, summative tools, TLM materials etc.
students with systems thinking abilities and provide
The feedback gathered from the programme shows mentorship to induce ‘life preparedness’ in students.
that almost 100% participants found the training The project is in its second year of implementation and
useful, 68% respondents found the session highly currently reaches around 2700 students.
satisfactory and 65% said that their understanding on
This in-school programme has placed trained fellows
children’s evaluation methods was highly satisfactory.
who teach the students in schools. Two manuals have
xii. Learning Enhancement Program for children in been created for children to learn. One that focuses
Disadvantaged Communities on the concepts of maths, language and social studies
The project impacts around 14,500 children between through themes and another on social and emotional
6 – 14 years in 120 communities in 5 cities of learning through – physical, cognitive, emotional and
Maharashtra viz. Nagpur, Nashik, Thane, Pune and social aspects. Improvement has been observed in
Aurangabad through support classes, library camps students in both Maths and in English.
and parent education. The project is designed to The programme includes community learning
assist children of grades 1 & 2 with early literacy and festivals which become spaces to create awareness
numeracy, also, improve learning levels in math and and encourage education, learning and participation
native language of children in grades 3-8. The program among out of school children, school administration
provides access to good quality books to all children in and community members. 54 learning festivals have
the targeted communities through a community library been conducted engaging more than 4000 children
program. out of which 400 children were school drop-outs.
Support Classes provide academic intervention
xiv. Muktangan: Adopt a municipal school programme
for grades 3-8 for specific competencies based on
The adopt a school programme project has completed
children’s learning needs in Language and Math and
its two year term and supported two government

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primary schools, Globe Mill Passage Municipal School the quality of KGBVs by sharing regular progress of
in Worli and the N. M. Joshi Marg Municipal School the programme with them by working closely with
in Lower Parel. The students from the community the senior administration to ensure improvements.
accessing these schools and the teachers came Capacity building of the wardens is also included in the
from under-served urban communities with many of programme for creating a culture of collective learning
them being first generation learners with virtually no in the hostels through creation of schedules for the
exposure to English. This is significant as the urban girls when they get back from the school to the hostels.
slum population in the country is growing due to
xvi. Prajwala: Strengthening the KGBVs of the state to
migration. The project schools have been conceived as
ensure quality education for all (Rajasthan)
an innovative & integrated programme of both teacher
and student education. The children experience a Prajwala Project is being implemented in 200 KGBVs
developmentally appropriate child friendly curriculum, across the state of Rajasthan in a phased manner.
with emphasis on the English language and the The program is implemented in association with
construction of knowledge by children is through UNICEF as a technical partner. In phase one of the
activities and a high level of individual attention. academic year 2018-19, the project activities are
Continuous parent involvement and special educators planned for 95 KGBVs across 13 districts to address
help students with learning disabilities. The idea is to the prevailing learning gap at different stages and
deliver education through teachers from the community ensure comprehensive development of the girls.
as they would be invested in the educational progress The project also aims to strengthen the participation
of the children and showcase that the state run schools of School Management Committees (SMCs) for
can deliver quality output to citizens with the right facilitating effective management of the schools and to
inputs. The project reached 315 children who are sensitize the block/district and state level Government
enrolled in the primary sections of both the schools departments’ officials so that the required academic
with 33 community teachers who have been given the support and monitoring is ensured resulting in
course in teacher training. improvement in quality outputs.

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

Twenty-seventh Annual Report 2018-19 | 109


wards to school. The Bal Mitras set-up and manage xix. Saksham: Quality Education for Age Appropriate
Community Learning Centres, while the Janmitras Learning
extends academic support to the Balmitra and
The NSE Group project Saksham i.e. Quality Education
motivates the school teachers to participate in activity
for Age Appropriate Learning has concluded the third
based learning practices and also orients School
year of implementation and has impacted the learning
Management Committees (SMCs) towards their role
levels of around 1500 children from government
and responsibilities. They also provide print material
schools hailing from nomadic and notified tribes
to the parents, enabling them to monitor and assess
in 25 drought prone villages of Mehkar block of
the learning levels of their wards.
Buldana district in Maharashtra with high migratory
Under the project, school teachers have been trained patterns. The project was delivered by trained local
in creating and using TLMs based on Activity Based youth through the learning centres as well as in the
Learning methods. Formation and orientation of community. Through community led interventions
SMCs in the schools have been undertaken and active C84 lakhs was released for school development. On
participation of the members is encouraged through the request of the education department and teachers
regular meetings. Community Learning Centers have additional children not covered under the project were
been developed in eight villages to help children with identified and the learning material distributed after
learning outside of school. 40 village meetings (Aam the training of close to 90 government school teachers
Sabha) have been conducted to introduce to the who would then supervise them. 373 dropout children
community program objectives and to create mass were tracked and 223 children were re-enrolled in
awareness about the importance of education. schools under this initiative. In the third year additional
WASH practices in 20 schools were implemented
The programme interventions has led to an increase
including two Ashramshalas.
in the learning levels of students and an increase in
school attendance among children. xx. Serving and Enriching Education for Under-privileged
Urban Children
xviii. Saksham
Saksham is an educational programme to improve the The urban project ‘Serving and Enriching Education
learning outcomes in 18 Government run Ashramshalas for Under-privileged Urban Children’ was designed to
in Nashik District. It is designed for students of grades 5 improve access and quality of primary education to
- 7who lag behind the basic competencies in Language the children from disadvantaged sections, enhance
and Maths. The programme provides need-based input the capacity of stakeholders to deliver better quality of
to children in an accelerated manner to enhance their education and develop a holistic educational model for
learning competencies in basic literacy and Maths. The strengthening the demand side of Right to Education.
programme achieves its objectives by placing trained The project areas are vulnerable slums in Pune and
Shikshan Mitras or community volunteers to build Thane cities and applies model of ‘Children’s Resource
capacities of teachers and head masters. The entire Center’ (CRCs) or ‘Shikshan Ranjan Kendra’ that are
programme is implemented in close collaboration with established within the community thus bringing quality
the Tribal Development Department (TDD) to ensure primary education within the reach of under-privileged
sustainability. The project is currently in the second children. There is special focus on education of girls
year of implementation. In the first year, training and and children from socially marginalized sections. The
capacity building sessions has been provided to 54 children are closely mentored by a cadre of trained
teachers and head masters of all the selected 18 Shikshan-Mitras (SM) or Youth Mentors which has
Ashramshalashas and reached 2534 students from resulted in creating a conducive environment for
grades 5 to7. holistic learning to supplement education, provide
minimum grade-appropriate learning and ensure

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literacy levels amongst the children through planned interactions, emphasize the importance of education,
academic modules in addition to other life skills. The in particular that of girl children. Parents are also
project has completed a three year term and has updated on the progress of learning of their children
impacted total 884 children where 94% children have and the participation of children in various activities. In
attained level based reading skills’ ,79% children have addition, Baal Panchayats which are formed in schools
grade-appropriate ‘language writing skills’ and 83% spread these messages through children within
children have grade-appropriate ‘numeracy skills’. community and amongst parents.

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.

Twenty-seventh Annual Report 2018-19 | 111


xxiv. Quality Education Programme school attendance, particularly for girls. The project
The programme has completed the third year term. It completed the targeted work of retrofitting sanitation
aimed to deliver a quality supplementary education facilities in the selected schools of rural and peri urban
programme for 1245 primary & middle school children locations in Nasik and Akola benefiting around 4200
from grade 3 -7 in nine Marathi medium municipal school children and staff. The project targets improved
schools that focuses on academic performance, infrastructure of government school toilets in selected
health, hygiene , gender equality, leadership reading areas, along with safe drinking water, positive
and remedial classes for children with learning deficits. behaviour change towards adoption of hygienic
These students were from the disadvantaged and sanitation practices and methods, capacitating rural
marginalized communities with most of them being poor families to stake a claim for better sanitation
first generation learners. The youth mentors implement facilities in their neighbourhoods and schools from the
the programme by using a specially created curriculum government and initiation of community led monitoring
that uses sports and activities to improve attendance, and maintenance of toilets.
life skills & values. The academic component of the
xxvii. Prajwala- Sanitation (Rajasthan)
programme which bridges the learning deficit in
The project Prajwala was designed to improve the
grades 5, 6, & 7 was implemented in collaboration with
status of Water Sanitation and Hygiene facilities (WASH)
an NGO that has done extensive work in pedagogy and
of 200 Kasturba Gandhi Balika Vidyalayas (KGBVs) in
capacity building in education.
33 districts of Rajasthan impacting around 60,000
Sanitation and safe drinking water girl children. Over a period of three years, the project
xxv.
Capacity building of Ashramshala Staff and TDD aims to cover these 200 KGBVs through a partnership
officials on WASH model with local NGOs, organizations such as UNICEF
for technical support and the education department
This training programme is aimed at creating a
of Rajasthan for systemic support and sustainability.
group of 250 Master trainers from 514 Government
The key project objectives are retrofitted sanitation
Ashramshalas in all 4 tribal Additional Commissionerate
infrastructure, behaviour change communication
offices (ATC) through a well-structured training
(BCC), capacity building and training and development
programme for three days for each batch of 50
of Operations and Maintenance (O&M) protocols. This
attendees. After the training, the master trainers who
will, in turn, improve the usage and maintenance,
are Heads of the Ashramshalas, wardens, supervisors,
enable adoption of appropriate practices around
government officials etc., organize 2 days training at
sanitation and hygiene including menstrual hygiene
the Government Ashramshala level for improvement of
management, hand washing, personal hygiene etc.
WASH Behaviour for students and staff and influence
among the students.
the augmentation and creation of WASH facilities in all
the Government Ashramshalas in Maharashtra. The The project has recently entered its second year of
main objectives of the training programme proposal implementation. Behaviour Change Communication
was to design and develop a module and schedule (BCC) sessions on various themes around WASH have
training of trainers, develop training material for been conducted throughout the year with around
training at Ashramshala and training of trainers for 7000 students for promoting their understanding
building capacities and creating a cadre of master and inculcating adequate change in WASH behavior.
trainers within the system. WASH kits for schools containing educational material
for capacity building of various stakeholders like
xxvi. lmproving sanitation for rural schools in Maharashtra teachers, non- teaching staff, students, adolescent
This school-based sanitation project which has girls, etc. have been developed and distributed in 72
completed its term improved access to sanitation in schools. This kit includes cognitive reminders, posters,
30 schools in Akola and Nashik district of Maharashtra. observation booklets, progress registers, activity kits
The rationale behind the project was that lack of like water testing kit, seed kit, accessories for improving
adequate sanitation in schools is a critical barrier to practices like gloves, apron scarf, for cook etc. Capacity

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building of 140 teachers on WASH through training Ashramshalas’ is a model project on Water, Sanitation
programmes and orientation of School Management and Hygiene (WASH) in Ashramshalas. Ashramshalas
Committee (SMC) in 17 schools on their role in are residential schools run by the Tribal Development
developing school WASH plan and on O&M of WASH Department (TDD). These schools, usually, located in
facilities have been conducted. Training and formation remote areas offer a residential educational facility
of adolescent girl groups for focused interventions on to children from disadvantaged tribal backgrounds
Menstrual Hygiene Management (MHM) in 72 schools especially if the parents seasonally migrate for
and orientation of 1000 girls on issues around MHM work. NSE Foundation initiated this unique project in
has been undertaken. partnership with the Tribal Development Department
along with technical support from UNICEF, basis a
xxviii. Prajwala- Sanitation (Madhya Pradesh) WASH benchmarking and assessment report. The
This programme is an extension of Project Prajwala in project aims to impact around 70,000 students,
200+ KGBVs of Madhya Pradesh. The main objectives around 2000 school staff and TDD officers.
of the ‘WASH compliant KGVBs in Madhya Pradesh’
project is to ensure improved Knowledge, Attitude and The project looks into three major components:
Practices among students and teachers on various (1) Retrofitting of WASH infrastructure as per
aspects of WASH in the KGVBs in Madhya Pradesh, the Benchmarking and Assessment survey of
retrofitting WASH infrastructure to make the KGVBs Ashramshalas (2) Enhanced awareness, knowledge
WASH compliant and develop systems for Operation and behaviour change on the aspects of WASH by
and Maintenance (O & M) of WASH infrastructure in the students, teachers, government officials of TDD and
KGVBs. NSE Foundation has signed a MoU with Rajya sanitation workers (3) Build or improve systems
Shiksha Kendra (RSK), Government of Madhya Pradesh around operations and maintenance.
for this project UNICEF is the technical advisor to this Currently, the project is in its second year and around
project. The intervention will take place in 200+ KGBVs 50,000 Ashramshala students have been covered
reaching more than 28,000 children. through the various WASH interventions, such as
Key activities have been the preparation of a retrofitting, renovation and repair of water, sanitation,
detailed infrastructure assessment reports that was kitchen and other related facilities as well as the
undertaken in all 51 KGBVs of phase 1 and validated software sessions for behaviour change which include
by the government. In addition, preparation of a group sessions on Menstrual Hygiene Management
module for field facilitators for hygiene promotion (MHM) with 5500 adolescent girls, hand washing
which comprises of sessions on safe handling of sessions etc. In addition 1000 teachers have been
water and food, hand washing, usage of toilet, solid trained on WASH practices, 474 SMC members have
and liquid waste management and personal hygiene been trained and SMCs strengthened. Around 9,900
to be used by facilitators while conducting sessions children of the Child Cabinets have been trained on
with the students. Information, Education and leadership and peer learning strategies, and around
Communication (IEC) on appropriate sanitation and 1800 government officials have been sensitized about
hygiene practices has been developed. The first round the importance of WASH and the project objectives.
of Behaviour Change Communication (BCC) sessions Under the project intervention a total of 1104 WASH
has been completed in 51 KGBVs with 7,117 girls. facilities have been retrofitted/repaired.
49 Child cabinets were formed/ re-formed in select
xxx. Swachha Vidyalaya Swachh Aadat
KGBVs. Team of 20 field level animators have been
Swachha Vidyalaya Swachh Aadat project is designed
trained on WASH aspects including Menstrual Hygiene
around WASH interventions in 312 schools in Dumka
Management (MHM) for implementing the software
and Pakur Districts of Jharkhand State. Over a three
component of the project.
year period, the program intends to capacitate 104
xxix. Promoting WASH Compliant Ashramshalas schools each year in planned phases to ensure that
The NSE Group project, ‘Promoting WASH Compliant children in these schools have access to basic facilities

Twenty-seventh Annual Report 2018-19 | 113


such as functional school toilets, safe drinking water, tree plantation activities. Also, it was expected that
clean surroundings and awareness on hygiene. Building by planting trees, there will be an increase in water
children as change agents, the project aims to integrate catchment and enhanced soil quality in the concerned
WASH in School into community water and sanitation areas over a period of time. Under this project a total
initiatives thereby helping to foster improved hygiene of 26439 different varieties of fruit bearing plants have
in schools and communities. Through this initiative been planted. The location specific status of plantation
the program aims to benefit approx. 39,141 Students, is, 5618 in Maharashtra, 7366 in West Bengal, 6805
1,900 teaching staff, 5,000 School Management in Telangana and 6650 in Bihar. The project has also
Committee (SMC) members. achieved the establishment of liquid manure plants to
promote organic farming
More than 751 teachers have been trained from 104
schools on importance of WASH in schools, their role, xxxii. Elderly Enrichment Centers
responsibility and methodology on imparting hygiene The Urban Elder Enrichment Centers Program is
education. Trainings of the SMC members have been designed to provide holistic services for underprivileged
conducted wherein 589 members from 104 schools of senior citizens in the select wards of Mumbai through
phase 1, are trained on their roles and responsibilities, establishment of ‘Elderly Enrichment Centers’ (EEC).
School Development Plan preparation and the advocacy These centers provide physical and psychological
strategies to adopt for leveraging school improvement recreational spaces of senior citizens in the community.
funds. The student leaders from the Bal Sabhas in Through these centers the project aims to build an
schools have been selected and 2127 such students enriching community at the ward level to facilitate care
have been trained on hygiene education and hygiene of the elderly by addressing the needs of around 3000
monitoring processes to catalyze change through peer senior citizens and their families directly.
influence and student monitoring. All phase 1 schools
The project addresses physical, mental, social,
have students as ambassadors of WASH and re playing
recreational, educational, and counselling needs of
a nodal role in spreading the practice of improved
elderly. The initiatives are carried out through small
hygiene behavior among their fellow students. All
group interactions, as well as individual guidance and
selected schools have retrofitted, functional toilets
support including home visits. Awareness on legal
and hand washing structures for students. To ensure
rights and prevention of elder abuse are undertaken
safe drinking water, training on source and storage of
through local community based organizations (CBOs).
drinking water, water quality testing, handling of water
Group activities like yoga and other therapies are
and kitchen management of mid-day meal schemes
organized to prevent loneliness and social issues.
etc. of all schools has been conducted.
The project is in its third year of implementation
Elder care
and physical and mental health care management
xxxi. Clean (Climate & Livelihoods Enhancement And
services like health check- up and camps, consultation
Nutrition)
referrals, low cost medications was availed by 871
This project on Elderly Care is completed. The aim of elderly. The programme saw participation of 227
this project was to create sustainable environmental elderly in community group sessions on legal rights,
protection by providing livelihoods and also government schemes; 71 elderly were given legal
enhancement of nutrition intake for 5391 members of guidance individually. Linkages to avail government
392 Elders Self Help Groups (ESHGs) in 04 districts of schemes such as SC ID cards, old age pension and
India – Supaul (Bihar), Purbi Medinipur (West Bengal), procurement of eligibility documents- self -identity,
Yavatmal (Maharashtra) and Yadadri, Telangana. The residence/ income/ age certificates facilitated among
key activity under the project was to plant 26,955 187 senior citizens. Yoga therapy has recorded 7715
trees with the objective to improve the livelihood of regular senior citizen participation. Registration of 286
the elderly community so that the elderly community new members and outreach to 2145 in the community
gain through supplementary earning through the fruit areas was carried out. There was also enhanced

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participation of 110 senior citizens as volunteers within xxxv. Shraddha: Towards Active and Healthy Ageing
the EEC related activities and support to senior citizen Project Shraddha – Towards Active and Healthy
within the community thereby strengthening the elder Ageing has taken shape from a need for establishing
for elders concept. an alternate scalable model to mainstreaming elderly
by restoring a sense of their own value, strength and
xxxiii. Nation Supports Elderly their inherent capacity to handle life’s problems. The
The project is completing two years and aimed at project is implemented to enable conditions in families
increasing the awareness and access of senior citizens and communities in order to facilitate active ageing for
towards their rights and entitlements in Karra block elderly, without becoming a ‘burden’ to their families
of Khunti District in Jharkhand spreading over 25 and society. It aims at promoting active and healthy
villages. The programme is implemented on ground ageing among elderly through self-help collectives
through Sarathi Centers with the help of trained Vridha in four blocks of four states: 1. Ghatanji (Yavatmal,
Mitras who are the community youth. The centers Maharashtra) 2. Pochampalli (Yadari, Telangana) 3.
serve as an information cum recreational center for Kolaghat (Purbi Midnapore, West Bengal) 4. Basantpur
the senior citizens wherein awareness and capacity is (Supaul, Bihar). The project is completing its second
built through workshops, trainings and other sessions. year and has ensured inclusion of 5415 elderly
Through the project 5000 senior citizens are being through 407 Elderly Self Help Groups (ESHGs). Apart
linked to entitlements such as Old Age Pension from this, 5848 elderly have been enumerated to get
Schemes, Social Security schemes, like Ayushman access of rights and entitlements till date. 6949 elderly
Bharat Yojna, Health camps, etc. The programme works have been enumerated, 2603 identified and 673 were
towards forming Elderly Self Help Groups (ESHGs) and linked with various government schemes. 398 ESHG
links them with government schemes for enhanced have gained access to bank through opening of savings
income generation. The programme also advocates bank account. 1546 elderly have benefitted through
for the various concerns of elderly at the different 8 poly centric knee devices camps and 310 cataract
levels (District and State) to widen the agenda of the surgeries.
Government and Civil Society Organization (CSOs).
District transformation strategy
xxxiv. Rashtriya Netra Yagna
xxxvi. Aalambana: Towards Active Ageing
This project seeks to reduce reversible blindness
This project has completed its first year and currently
and treat eye diseases for elderly from the lower
works with 11,200 Rural Elderly Poor cumulatively to
socioeconomic strata of the society especially hailing
address primary considerations of a) Social inclusion
from rural areas. The senior citizens are reached
for countering isolation and neglect, b) Working
through a network of eye hospitals and other NGOs
towards Financial Inclusion and Economic Security,
located strategically in various parts of India which
c) Access to Health Care as a Livelihood Capital and
conduct eye health camps in rural areas and assist with
d) Digital Literacy and Digital Inclusion. The project is
the entire lifecycle from identification, facilitation of
being implemented in Sapotra block in Karauli district
surgery and post-surgery care for the elderly patients.
of Rajasthan, Mandapam block in Ramanathapuram
The programme also assists with rehabilitation of the
district of Tamil Nadu and Rajnagar block in Birbhum
elderly who are visually handicapped in the situations
district of West Bengal.
wherein permanent blindness cannot be cured.
The programme has mobilized, trained and
The project is aligned with the government scheme:
capacitated approximately 10,635 elderly into 780
the National Programme for Control of Blindness. The
self-help collectives to engage better with existing/
interventions include: pre-surgery testing; cataract
adapted livelihoods and providing for livelihood assets/
surgeries, post-surgery care and follow up and has
restoration support. These groups have generated
benefited around 2400 senior citizens.

Twenty-seventh Annual Report 2018-19 | 115


a cumulative savings of more than 27 lakhs which is for managing multi grade - multi level children at
used in inter-loaning. 505 self-help groups have got the center level and 90 government primary school
bank accounts opened. Given the relative lack of health teachers from 45 schools have trained on using
care access in rural areas, a community managed Joyful Teaching Methodology in classrooms. Primary
module for health care to manage chronic ailments, school teachers from 45 schools were trained on the
and palliative care for the bed-ridden destitute elderly importance of SMCs and School Development Plan
is in the process of being institutionalized. Through (SDP) along with the process of preparing SDPs. 3972
the project Gram Chikitsa (Cluster Village Clinics) are community members have got sensitized on issues
established and cataract surgeries and poly-centric related to the rights and entitlements for their children
knee braces are provided for elders, through which along with the causes and consequences of social evils
543 elderly have benefitted. like – school drop-outs, child labour, child marriage,
trafficking, child abuse, etc.
xxxvii. Akshara
A recently commenced education programme Project xxxix. Building Water Security for Green Rameswaram
Akshara aims to reach 2155 students schools of This project in the Rameswaram Island of
Rameswaram Island in Ramanathapuram District of Ramanathapuram District in Tamil Nadu aims to
Tamil Nadu. The project objective is to bridge learning build water security across 21 wards of Rameswaram
gaps of students in primary classes through support Municipality and two Gram Panchayat of Rameswaram
classes from grades 2 -5 in all the government schools Island in Ramanathapuram district.
of Rameswaram Island in Ramanathapuram district.
To realize the Tamil Nadu State Vision 2023 of
The interventions would supplement the school
environmental preservation through conservation
curriculum with innovative teacher learning material,
of natural resources, protection of the coastal zones
capacity building of teachers, increasing learning
and fragile ecosystems, the Rameswaram Island
levels of student through in school activities to achieve
Development Committee of the district administration
the project objectives. The activities of the project
is in the process of building a balanced eco-system
are planned for a period of three years to improve the
through building water security for realizing the vision
learning levels of students in Maths, English and Tamil
of ‘Clean and Green Rameswaram’. The project involves
by the community teachers, who are community youth
ensuring safe drinking water through RO plants
trained in innovative pedagogy.
owned, operated and maintained by the community
xxxviii. Alokito Shoishab’ (Enlightened Childhood) in 8 locations through RO plants. In addition, the
This project is designed to reach around 6900 school project includes rain water harvesting structures in
children in 114 government schools in Rajnagar block, both community and individual for demonstration
Birbhum district of West Bengal. The project aims to and piloting, rain water recharging structures, kitchen
strengthen the basic foundation of children of grades garden, soak pit and vermi-composting, demonstration
1&2, and to provide remedial education support for of bio gas unit at individual households and schools,
under privileged and weak students of grades 3&4. water quality testing and developing a system of
The project also builds capacity of School Management Operation and Maintenance (O & M). To ensure
Committees (SMCs), School Development Committees sustainability, focus will be on building institutions
(SDCs) and teachers. The project is concluding the like Pasumai (Green) Groups, Water User Committees,
first year. The project has been able to set up basic School Management Committees (SMCs) for effective
foundation and remedial education support centers in management through collaboration with the Island
107 (94%) primary schools of the block for enhancing Development Committee of Green Rameswaram
the academic competency of 5275 children within the promoted by the district administration.
age group of 6 to 10 years. So far, 55 teachers selected xl. EQUIP Ramanathapuram Project (Education QUality
from the communities have gained knowledge and Improvement Project)
skill of using accelerated teaching methodology
The EQUIP (Education QUality Improvement Project)

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Ramanathapuram Project undertaken for 9350 children practices among children in 175 schools and 49
in 90 government schools and 90 out-of-school learning Anganwadi Centres, generate demand for toilet
centers in Mandapam block, Ramanathapuram district construction in 1,250 households in Sapotra block
of Tamil Nadu is nearing completion of its 1st year term. and extend handholding support to 1,250 households
EQUIP Ramanathapuram project aims to ensure basic for accessing Government support for construction of
competencies in rural under-privileged students of individual household toilets.
grades 3-5 in Maths, English and Tamil and for grades
The project is in its first year and has initiated a rigorous
6-8 with regards to basic skills in Math and English
behavior change communication action plan in the
through both in school and after school interventions
communities. Eight full day awareness campaigns were
focusing on children lagging in basic skills.
organised in 72 villages of 34 panchayats reaching
In year one, the project has reached 3688 children out to 17,250 villagers with a focus on construction/
across 50 schools and 40 villages during the academic usage of toilets, safe drinking water, hand washing
year 2018-19. Learning festivals in more than 15 practices etc. 340 children have been inducted into the
schools have been organized during the 2nd term 170 school cabinets formed and 279 WASH Ministers
and maximum participation from parents and local and Child Prime Ministers of these cabinets have
community was ensured. 57 local teachers (Shikshan been oriented on hygiene practices. SMCs have been
Mitras) have been trained in innovative pedagogy and mobilized in 163 schools and their meetings have been
low cost teacher learning materials. regularized. 627 SMC leaders of 163 schools have
been trained on their roles and responsibilities. 350
xli. Improving the Quality of Life of the Senior Citizens
members of Village Health and Sanitation Committees
through Elder Self Help Group model
have been trained on their roles and responsibilities,
Recently NSE Group has commenced the meetings have been initiated in 88 villages and Village
implementation of a project focusing on the elderly in Sanitation Planning initiated in 40 villages.
Nandurbar, Navapur, Akkalkuwa and Dhadgaon Blocks
of Nandurbar district in Maharashtra. The project xliii. ODF sustainability in Nandurbar
aims to empower rural senior citizens through health This project focuses on sustainable Open Defecation
interventions, financial and digital literacy, capacity Free (ODF) communities, WASH compliant institutions
building in need based professional activities with such as Anganwadis, schools Ashramshalas, and
market linkages to make them socially and financially primary health centers of Nandurbar district. In
independent in the Nandurbar district, selected under the initial phase, the intervention covers 137 gram
the district/block transformation approach. panchayats in the Nandurbar block. The project
includes both hardware and software components in
The project would cover 60 villages in Nandurbar, 157 Zilla Parishad schools and seven Ashramshalas
Navapur, Akkalkuwa and Dhadgaon of Nandurbar aiming to reach 33700 beneficiaries with access to
district, and will reach 3600 senior citizens. The focus Water, Sanitation and Hygiene (WASH). The project
would be on senior citizens residing in rural areas focus is on developing WASH compliant institutions
to help them with social, emotional and financial as per benchmarking standards (developed by
empowerment and a sustainable option for livelihoods UNICEF) in all Ashramshalas in Nandurbar block, the
through self-help collectives. Swacch Bharat Swacch Vidyalaya Guidelines in all ZP
xlii. ODF Sapotra schools in Nandurbar block and WASH facilities as per
The project envisages making Sapotra block of Karauli government prescribed standards in PHC, Anganwadis
district (one of the aspirational districts) of Rajasthan in Nandurbar block. The broader goal of the project is
Open Defecation Free (ODF) through community and toensure ODF sustainability of the Block in 3 years.
school based WASH interventions. The objectives Initiatives such as a strong behaviour change
of this project are to improve WASH facilities in 175 communication(BCC) with the help of the panchayats
schools and 49 Anganwadi Centres, improve hygiene and the communities, innovative practices to ensure

Twenty-seventh Annual Report 2018-19 | 117


ODF status in the community, ensuring individual Under this project, efforts will be undertaken to
household toilets and awareness of finance for maximize stakeholders’ engagement, especially of
the same will be undertaken through community Govt. officials for convergence and mobilizing their
volunteers called Swacchatagrahis and formation of support and participation in project activities. Further,
Sanitation Committees called Nigrani Samitis. Masons focus will be on Behaviour Change Communication
have also been trained to avoid faulty technical and (BCC) programme, building capacity and strengthen
design related issues in construction of toilets and participation of various stakeholders in schools and
waste treatment chambers which is a major issue in community as a whole.
implementing toilet technology in rural areas.
i. Samrakshana
xliv. Promoting Sustainability of WASH facilities and child Project Samrakshana is designed to reach the senior citizens
centered governance in schools in Rameswaram island of Ramanathapuram district, Tamil
This project envisages promoting sustainability of Nadu. The project aims to promote inclusion of senior
WASH facilities and child centered governance in citizens through strengthening their financial, social capital
37 government schools of Rameswaram island, in and health interventions. Facilitation, awareness building
Ramanathapuram district of Tamil Nadu. and linkages with entitlements and government schemes
will be undertaken as well. Financial empowerment
The project will undertake augmentation and retrofitting will also be carried out through elderly self-help groups
of WASH facilities such as toilets, urinals, hand washing (ESHGs) which would assist is self-sustenance and income
stations etc., pilot demonstrations through retrofitting generation for active elders. The health interventions would
of toilets for children with special needs, restoration address the ailments of the elderly along with a health van/
of safe drinking water points, rain water harvesting bus which will be going to each village and facilitate specific
structures, installation of water purifiers including ailment health camps.
water quality testing, kitchen and waste management
and development of systems for Operation and Under the project, a cumulative number of 13,920 elderly
Maintenance (O&M) of WASH infrastructure in the would be reached through various interventions. The
schools. To ensure sustainability, focus will be on a project would support elderly self-help groups (ESHGs)
systematic Behaviour Change Communication (BCC) which would include around 3000 senior citizens and
programme, building capacity of stakeholders like the assist in livelihood training and self-sustenance through
SMCs, Child Cabinet representatives, headmasters, income generation.
teachers, mid-day meal organizers and sanitation staff
xlvi. Shikshan
around WASH and its O&M.
The programme aims to improve language and
xlv. Promotion of Thiruppullani as Swachh and Swasth numeracy skills through after school remedial classes
Block for students from classes 1-5 in primary and upper
primary sections of 175 government schools in Sapotra
The project was initiated in the Thiruppullani block
block, Karauli district of Rajasthan. In Phase 1, a school
of the Ramanathapuram District in Tamil Nadu to
enrolment drive was conducted in 177 villages and
promote sustainability of WASH facilities in schools,
1,444 students out of school children were re-enrolled
Anganwadi Centres (AWCs), PHCs (Public Health
in schools. A baseline assessment was conducted
Centers) and community of Thiruppullani block. The
to identify children with learning gaps and provided
various activities of the project include augmentation
remedial support through 27 trained Shiksha Mitras in
and retrofitting of WASH facilities such as toilets,
60 schools for improvement in linguistic and numeracy
urinals, hand washing stations etc., restoration of
skills in addition to life skills. Capacity building of 531
safe drinking water points, rain water harvesting
teachers has been undertaken to improve skills of
structures, installation of water purifiers, water quality
9,609 children enrolled in all 175 schools. 34 schools
testing , waste management and developing systems
have been provided with Teaching and Learning
for Operation and Maintenance (O&M) of WASH
Materials (TLM) benefitting a total of 2,340 enrolled
infrastructure in the schools/AWCs/PHCs.

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children and 119 teachers. Five Utkrisht Vidyalayas concept that improves learning through developing
(upper primary schools) have been equipped with and providing a child-friendly, fun based physical
educational tools through Building and Learning Aids environment in the school infrastructure that enables
( BaLA). learning. Apart from the Supplementary Learning
Centers, the programme will also conduct learning
The programme also works to empower and educate
camps and Bal Melas to propagate the importance of
School Management Committees (SMCs) to proactively
education and learning within communities. The SMs
work towards raising and resolving pertinent issues
will be community youth trained in innovative and child
like lack of classrooms and teachers, irregular
centered pedagogy.
attendance of teachers, poor quality of midday meal,
etc. 627 SMC members have been trained on their xlviii. Sustainable Community ODF
roles and responsibilities and around 40 SMCs have The NSE Group project undertaken in 28 villages of
started leveraging funds from the panchayat funds and Mandapam Block, Ramanathapuram District, Tamil
community to address issues such as lack of books, Nadu will impact around 50000 beneficiaries in three
levelling of playground, monitoring mid-day meal years and aims at ensuring sustainable ODF status in
etc. In 34 Gram Panchayat several meetings were the block. The recently commenced project includes
conducted to ensure regularity of children in schools, activities such as retrofitting and repair of sanitation
reduce drop out, re-enrollment etc. approximately facilities in institutions such as schools, anganwadis
18,756 community members participated in these and primary health centres. Use of individual
meetings. Around 170 child cabinets were also initiated household toilets and repair of the same to make
to inculcate a sense of participation, leadership and it functional is undertaken with both individual and
ownership of the schools in children. community support so that ODF status is sustained in
the communities. Capacity building of all stakeholders
xlvii. Shiksha Deep Prakalpa
including government officials is given importance and
This project plans to create sustainable community-
the panchayats are involved in all the ODF sustainability
led Supplementary Learning Centers (SLCs) to ensure
related activities. Hygiene education is imparted to
equity and quality in education for primary school
schools students and community members through
children within the Khoyrasol block in Birbhum District
trained educators/facilitators. A key component
of West Bengal. The project will focus primarily on
of the project is to undertake advocacy with local
improving learning levels through Sikshan Mitras
administration for supporting the project with available
(SMs) of primary school children in the 10 Gram
resources at the local and district level.
Panchayats of Khoyrasol, through demonstrable SLCs
which would offer remedial education in Language xlix.
Swaccho – Nirapad Parivesh (Clean and Safe
and Math, library-based literacy activities and a Environment)
series of community based educational events to ‘Swaccho-Nirapad Parivesh’ which means Clean and
emphasize the importance of community participation Safe Environment, aims to make Rajnagar block, of
in a child’s schooling and education. The project will Birbhum district of West Bengal, an Open Defecation
include setting up SLCs within community premises Free (ODF) sustainable block as per ODF Sustainability
and provide learning support to primary level children guidelines of Government of India. This will be achieved
before and after school hours in foundational literacies through retrofitting of existing sanitary infrastructure,
of Language and Maths. hand washing stations, drinking water facilities and
other WASH infrastructure in 116 primary schools,
The SLCs are envisaged as vibrant and attractive space
68 Anganwadi centers including tribal schools/
within the community which will motivate children and
Ashramshalas reaching 77,979 beneficiaries. The
parents to ensure regular attendance and participation.
project includes strengthening the capacities of local
One of the key elements of the project will be BaLA
governance for sustained WASH and their commitment
(Building as Learning Aids). This is an innovative
for achieving the objectives of Swachh Bharat Mission.

Twenty-seventh Annual Report 2018-19 | 119


l. Sustainable Drinking Water Safety and Security Project access to safe drinking water in Anganwadi centres
(Nandurbar) and in water quality effected schools. Field water
This project is designed to provide safe and secure drinking testing kits will be provided to 15 Gram Panchayats
water facilities to habitations and schools in Nandurbar and and capacity will be built to the volunteer groups for
Navapur block of Nandurbar district, Maharashtra. Water water testing.
resource strengthening, rain water harvesting, creating
Disaster relief and rehabilitation
drinking water storage, and solar mini pipe water supply
lii. Enabling Drought Free Villages in Nandurbar
scheme will be undertaken in this project so that selected
Maharashtra has been hit by drought since the last few
schools and communities have the access to drinking
years impacting overall agricultural productivity, water
water on the model of the Swajal model of the GoI which
security and sustainability of the society. The district of
is a drinking water supply scheme, targeting unreached
Nandurbar has been affected by moderate to severe
habitations of the aspirational districts which will be
drought due to scanty rainfall this year and the State
operated and maintained by the community.
government is making efforts to make Maharashtra a
The focus is on bridging the drinking water infrastructure drought-free state by end of 2019. One such initiative
gap and create a community model for sustainable is Gaalmukta Dharan Gaalyukta Shivar (GDGS) Yojana-
operation and maintenance for the infrastructure through under the Jal Yukt Shivar Yojana programme, the
community mobilization and involvement of the local GDGS scheme involves desilting of small dams/ water
administration. An important component of this scheme bodies in the state with the aim of increasing water
is the skill development of youth so that there would be storage capacity and providing silt to the farmers.
trained manpower in the communities for the operation The project will focus on de-silting of small and large
and maintenance of all water related infrastructure. water bodies which provide drinking water to nearby
communities, provision of silt to farmers/ motivate
li. Water Services and Systems Strengthening Project
farmers to cart silt and IEC/BCC on drinking water
This is a recently initiated project on Water Services
usage, handling, and storage practices. This de-silting
and Systems Strengthening in Rajnagar and Khoyrasol
would encourage ground water recharge of nearby
blocks of Birbhum District in West Bengal. The project
wells due to percolation of water into the ground.
aims to provide safe and secure drinking water facilities
During the monsoon jointly with the forest department
to habitations and public institutions in Rajnagar
tree plantation would be encouraged in these areas
and Khoyrasol blocks of Birbhum district, which is
through community mobilisation. The project will
the district selected under the aspirational district
also include revival of Regional Rural Drinking Water
transformation programme. Birbhum is an area where
Supply Scheme (RRWS) in 19 villages of Nandurbar in
fluorine, iron and in some places arsenic is found
coordination with the district administration.
dissolved in water therefore there is a requirement to
provide cost effective solutions for clean drinking water liii. Recovery and Disaster Risk Reduction actions on
in the affected areas through community participation. WASH (Kerala floods)
In response to the massive destruction in the aftermath
The project will ensure access to safe drinking water
of the Kerala floods last year, a critical intervention to test
through a community model and activation of Village
the water quality, initiate a process of systemic model
Water Safety and Security (VWSS) groups that
for water quality testing, capacity building around safe
includes the village health, sanitation nutrition (VHNS)
water and provision of water filtration units for isolated
Committees. These Committees will be activated and
and marginalized communities was initiated. This
trained to build sustainable operations around the
project was designed in two phases. In the first phase,
project. To demonstrate a model scenario, activities
the focus was to meet the basic needs of clean and
like water resource strengthening, drinking water
safe drinking water for affected communities in hard
treatment, creating and/or repairing of water points,
to reach areas through installation of water filters as
hand pumps and leach pits will be created within
well as provide technical and capacity building support
selected communities. The programme will also ensure

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to government line departments and communities to lv. Revitalizing and Retrofitting of Water and Sanitation
address the flood-related issues of WASH especially Facilities (Kerala Floods)
safe drinking. The second phase focused on provision
This NSE Group project is a response to the massive
of technical support to the agencies of government
destruction in the State of Kerala due to the floods
of Kerala for enhanced recovery programming and
during the month of July /August 2018. The project aims
capacity building on key topics related to water safety
to retrofit and revitalize the school water, sanitation
and landslide risk management.
and hygiene infrastructure damaged by floods and
Under the project, 250 water quality testing kits were also focus on Behaviour Change Communication
distributed to district administration workers and 20 (BCC) so that the upgraded school Infrastructure is
water filtration units and 10 household filtration units operated and maintained in a sustainable manner so
were installed in hard to reach areas in 5 districts that the upgraded facilities are used by the primary
benefitting approx. 700 families. A module on landslide stakeholders. The activities implemented across 15
risk mitigation for panchayats has been developed. schools of disaster affected Idukki district in Kerala
300 government frontline workers have been trained focus to make the school functional, by revitalizing
on water quality testing and treatment and 280 and retrofitting WASH and other damaged facilities.
PRI and community members have been trained The project includes behavior change communication
on landslide risk management in 7 landslide prone/ (BCC) activities to inculcate safe and hygienic
affected districts. Further the project has commenced practices in children. Retrofitting and redesign of the
building of a cadre of 280 trainers on water quality mid-day meal kitchens in some of the schools which
testing and treatment in 7 worst affected districts and were damaged and require minor repairs would also
reaching out to 1750 community members through 70 be undertaken. Major renovation works have been
short training capsule on basics of water quality testing completed in six schools and are in progress in nine
and treatment. Additionally in the second phase schools. More than 1200 children of six schools have
community awareness for disaster preparedness and been oriented on appropriate WASH related practices.
disaster mapping of the panchayats will be undertaken.
NSE CSR Focus Group
liv. Retrofitting of WASH and other infrastructure in GAJA In order to strengthen its CSR initiatives, a CSR Focus
Cyclone affected schools Group was formed in 2012. The members of the group are
In November 2018, the State of Tamil Nadu was employees volunteering to contribute part of their time to
hit by cyclone Gaja There was considerable loss of undertake CSR activities internally in various activities with
public and private property and many people were the help of NGO partners.
killed by the cyclonic storm, which led to this NSE The group conducts/coordinates various social activities
Group project in GAJA cyclone affected schools of internally for employees to encourage volunteering for the
Nagapattinam and Thanjavur. The relief efforts has NSE CSR initiatives, and activities such as blood donation
commenced in 30 government aided schools located camps, organising awareness building programmes on solar
in Thanjavur (Pattukottai and Orathanadu Blocks) power and sustainable lifestyles, recycling of waste paper,
and Nagapattinam districts (Kilvelur, Thirumarugal, screening of documentaries on environmental & social
Kolidam, Sembarankoil, Vedaraniyam, and Thalainayar issues, NGO-melas related to social entrepreneurship,
Blocks). education, health& environmental awareness including
The interventions involve repair and retrofitting of organising of guest lectures on social issues, nature
damaged WASH and school infrastructure such as awareness walks, observing National / International Days,
toilet blocks, hand washing stations, compound wall, such as Children’s Day, Women’s Day, support of Earth
classroom windows, roof etc. The activities would also Hour, CSR project visits, employee engagement during
include BCC, capacity building of SMCs, sanitation, and natural disasters such as flood relief etc.
kitchen staff as well as an O&M protocol to sustain the
efforts.

Twenty-seventh Annual Report 2018-19 | 121


NSE Foundation 5. Details of CSR spend of NSEIL during the financial year
With the rapid increase in the number of CSR projects, it 2018-19
was felt that a separate and focused entity in the form of
(a) Total amount to be spent for the financial year 2018-19:
a Section 8 Company was required to create a measurable
C26,90,13,602 /-
impact and enter into collaborations with on ground
implementation partners for scale up the CSR programmes. (b) Amount unspent, if any for the financial year: C Nil
Accordingly, NSE Foundation was incorporated as a (c) Manner in which the amount spent during the financial year
company under Section 8 of the Companies Act, 2013 is detailed below:
on 5th March 2018, to initiate, supervise and co-ordinate
activities to implement the Corporate Social Responsibility The Company is covered under the purview of Section 135
policy of NSE and its Group Companies as mandated under of the Companies Act 2013 and hence it needs to spend 2%
the Companies Act, 2013. Further, approvals were received of its average net profit for identified CSR purposes. Since
from the relevant tax authorities under (i) section 12A of the contribution of the subsidiary companies of NSE Group
the Income-tax Act, 1961 for registration as an entity for is negligible and there would be efforts duplication if each
charitable purpose and (ii) section 80G of the Income-tax individual Company within the group undertakes CSR activities
Act, 1961 as an eligible entity to receive contribution for on its own and difficulties in scaling up of these activities could
charitable purpose from other entities. The CSR projects arise, it was decided by the Boards of the respective Companies
earlier undertaken by NSE were then assigned to be taken in NSE Group that CSR efforts for the Group be undertaken
forward by NSE Foundation which has since then further commonly and the actual spend be allocated to the respective
expanded the number of projects implemented. Companies in proportion to their legal obligation.

Therefore, a common CSR function was created under NSE as a


Web-link for NSE Group CSR Policy:
group resource and the actual CSR spend was proportionately
http://nseindia.com/global/content/about_us/NSE_CSR_
allocated to the respective Companies. However, the CSR
Policy.pdf
Committees for these Companies which monitor the spend are
2. The composition of the CSR committee of NSEIL: The separate. A common CSR policy was prepared and approved by
current members of the committee are Mr. Naved Masood, CSR Committees and Boards of the respective companies. With
Mr. T. V. Mohandas Pai (upto February 08, 2019) Mr. Prakash the rapid increase in the number of CSR projects, it was felt that
Parthasarathy and Mr. Vikram Limaye. Mr. Naved Masood is the a separate and focused entity in the form of a Section 8 Company
Chairman of the NSEIL CSR committee. could be established to create a measurable impact and enter
into collaborations with on ground implementation partners
3. Average net profit of NSEIL for last three financial
for scale up of programmes. Accordingly, NSE Foundation was
years (FY 2015-16, 2016-17 and FY 2017-18): The
incorporated as a company under Section 8 of the Companies
average net profit of NSEIL calculated pursuant to Section
Act, 2013 on 5th March 2018 for which wholly committed but
135 read with Section 198 for last three Financial Years is
H1345,06,80,100/-. previous years unspent CSR funds have been transferred to
NSE Foundation. Effective April 1, 2018 CSR projects of NSE
4. Prescribed CSR expenditure (2% of the amount as in item group including the Company are being implemented by the
3 above): H26,90,13,602 NSE Foundation.

Furthermore, during the year 2018-19, the Company has


contributed C26.90 Crores being its CSR budget for the year
based on 3 years average net profit in respect of FY 2015-16,
2016-17 & 2017 -18 to NSE Foundation to be spent on various
CSR activities as stated in the CSR policy of the Company.

122 | National Stock Exchange of India Limited


(c) Manner in which the amount spent during the financial year is detailed below.
Sr. CSR Project or activity identified Sector in which the Projects or programmes (1) Local area or other Cumulative Amount Amount spent during FY 18 -19 on Cumulative expenditure
No. project is covered (2) Specify the state and district where projects or outlay (Committed projects or programs sub heads (1) up to the reporting
programmes was undertaken Budget) Direct expenditure on projects or period (NSE CSR + NSE
programs (2) overheads Foundation)
1 Various CSR activities as per the CSR policy approved Various CSR Various places in India 26,90,13,602 81,38,99,129
by NSE sectors as per (by tranfer to NSE Foundation)
approved policy
The details of the amounts spent by NSE Foundation during FY 2018 -19 (including for projects committed by the Company before the formation of the Foundation) is given below:
1 Education Activity Centre – Urban Pune Primary Pune City,District- Pune, State- Maharashtra 48,20,817 1,92,360 47,81,394
Education
2 Project Grow With Books- Rural Primary Haveli- MulashiTehasil,District- PuneState- 95,95,054 5,23,112 98,20,860
Education Maharashtra
3 Saksham- Quality Education for Age Primary District- Buldhana State- Maharashtra 1,17,43,408 2,13,715 1,27,59,720
Appropriate Learning Education
4 Project Chunauti Primary Mankhurd, Mumbai State- Maharashtra 1,09,91,737 14,27,396 93,05,403
Education
5 Serving & Enriching Education To Under Primary Thane and Pune State- Maharashtra 1,57,28,379 12,00,975 1,59,87,457
Privileged Children- Urban Education
6 Serving & Enriching Education To Under Primary Medha Dist- Satara State- Maharashtra 1,57,28,379 12,13,092 1,58,89,722
Privileged Children- Rural Education
7 Integrated Social Assistance and Health Elder Care Mumbai and Chennai State- Maharashtra and 1,24,05,805 - 1,07,63,433
Security for the Elderly Tamilnadu
8 Primary Education Program / Fellow Primary Mumbai, MH and Chennai, TN 4,51,91,456 1,17,55,871 3,94,84,976
Sponsorship Program Education
9 Elderly Care Program Elder Care Lower Parel, Mumbai 1,52,08,296 22,74,842 76,32,190
10 Quality Education Program. Primary District- Thane State- Maharashtra 1,46,72,547 6,73,255 1,30,58,407
Education
11 Muktangan Primary School Programme Primary Mumbai, Maharashtra 1,27,35,659 25,39,028 1,14,19,817
Education
12 School Partnership Programme Primary Mumbai, Maharashtra 2,38,10,893 64,99,255 1,25,84,438
Education
13 Every Child in School And Learning Well Primary Nagpur, Nashik, Thane, Pimpri - Chinchwad 2,20,70,245 54,16,497 1,68,76,133
Education and Aurangabad Dist, Maharashtra
14 Girl child educate programme Primary Purulia and Bankura Dist., West Bengal 4,09,06,473 60,86,189 1,55,81,564
Education
15 Rehli Shiksha Pahal Program (RSPP) Primary Dist. Sagar, Madhya Pradesh 2,21,53,348 24,24,049 54,76,793
Education
16 Educate Girls Program Primary Ajmer, Rajasthan 2,75,81,295 84,31,440 1,70,60,794
Education
17 Saksham Primary Kalvan and Nashik 3,68,25,401 22,16,915 42,32,259
Education
18 Girls Empowerment through education training Primary Bahraich district, Uttar Pradesh 16,87,286 2,11,718 17,72,560
& action-GEETA Education
19 Shraddha – Towards Active And Healthy Elder Care 1. Yavatmal, Maharashtra 2. Nalgonda, 4,00,21,294 1,34,34,573 2,26,08,130
Ageing Telangana, 3. Purbi Midnapore, West Bengal
4. Supaul, Bihar

Twenty-seventh Annual Report 2018-19 | 123


Sr. CSR Project or activity identified Sector in which the Projects or programmes (1) Local area or other Cumulative Amount Amount spent during FY 18 -19 on Cumulative expenditure
No. project is covered (2) Specify the state and district where projects or outlay (Committed projects or programs sub heads (1) up to the reporting
programmes was undertaken Budget) Direct expenditure on projects or period (NSE CSR + NSE
programs (2) overheads Foundation)
20 Nation Supports Elderly Elder Care Jharkhand 36,28,791 - 18,14,727
21 Piloting Sustainable WASH In School Sanitation Nashik, Maharashtra 43,37,480 - 42,62,657
For Enabling Better Heath, Hygiene And
Environment.
22 School Heath Project Sanitation Mumbai, Maharashtra 58,05,569 - 69,12,064
23 Improving Sanitation for Rural Schools in Sanitation Nashik and Akola, Maharashtra 75,99,688 10,38,883 89,06,529
Maharashtra
24 Swachh Vidyalaya, Swachh Aadat Sanitation Dumka and Pakur Districts, Jharkhand 1,98,29,062 56,68,222 1,21,17,382
25 Promoting WASH Compliant Ashramshala, Sanitation Nashik District, Maharashtra 8,70,20,909 3,19,02,096 5,33,96,733
Maharashtra
26 Humanitarian Assistance For Flood Affected Disaster Relief Bihar 58,39,768 - 58,69,016
Communities In Bihar, India
27 Project Grow with Books - SMC Primary Haveli- MulashiTehasil,District- PuneState- 7,04,163 1,38,145 7,71,962
Education Maharashtra
28 Project Prajwala- Wash Compliant KGBVs (MP) Sanitation All KGBV Madhya Pradesh 3,34,40,550 36,30,768 36,30,768

124 | National Stock Exchange of India Limited


29 Project Prajwala -Swachh Balika, Swachh Sanitation All KGBV Rajasthan 3,34,40,550 71,74,930 1,23,98,552
Vidyalaya: Validating Scalable Models for
WASH in Schools
30 Eureka Superkidz Primary Cuddalore, Kanchipuram, Thiruvallur, 2,63,84,123 83,53,179 2,58,90,165
Education Thiruvannamalai, Trichy and Vellore
Dist.,Tamil Nadu
31 Serving and Enriching Education to Under- Primary Malegaon and Bhiwandi Maharashtra 2,37,35,339 67,99,206 1,15,26,332
privileged Urban Children in Bhiwandi- Education
Nizampur and Malegaon
32 Project Prajwala - Education in KGBVs Primary All KGBV Rajasthan 4,37,07,617 5,90,223 67,21,098
Education
33 Student Teacher Empowerment Program Primary Sheopur, Madhya Pradesh 1,94,90,935 69,49,945 1,07,31,206
Education
34 Project Learning Orbit for Village Excellence in Primary Udaipur, Rajasthan 1,82,66,973 45,46,958 95,68,180
partnership Education
35 Rashtriya Netra Yagna Elder Care 22 District across 11 state 88,74,643 - 30,00,000
36 Capacity Building of Ashramshala staff and Sanitation Nashik, Maharashtra 18,26,697 - 15,00,000
TDD officials on WASH
37 Improving Language and Numeracy skills in Primary Block Sapotra, District Karauli , Rajasthan 65,57,622 19,50,395 52,75,520
Primary schools of Sapotra Block in Karauli Education
District of Rajasthan State.
38 Project Alokito Shoishab (Enlightened Primary Block Rajnagar, Districk Birbhum, West 52,51,317 20,57,948 37,72,948
Childhood) Education Bengal
39 Project EQUIP (Education QUality Primary Block Mandapam, District Ramanathapuram, 1,15,37,036 30,66,861 75,16,761
Improvement Project) Education Tamilnadu
40 Working towards making Sapotra Block Sanitation Block Sapotra, District Karauli , Rajasthan 76,91,357 - 39,00,000
of Karauli district Open Defecation Free
through Community and School based WASH
interventions.
Sr. CSR Project or activity identified Sector in which the Projects or programmes (1) Local area or other Cumulative Amount Amount spent during FY 18 -19 on Cumulative expenditure
No. project is covered (2) Specify the state and district where projects or outlay (Committed projects or programs sub heads (1) up to the reporting
programmes was undertaken Budget) Direct expenditure on projects or period (NSE CSR + NSE
programs (2) overheads Foundation)
41 Swaccho – Nirapad Parivesh (Clean and Safe Sanitation Block Rajnagar, Districk Birbhum, West 56,94,563 12,70,521 41,58,021
Environment), Bengal
42 Aalambana – Towards Active and Healthy Elder Care Block Rajnagar West Bengal, Block 2,37,39,670 42,66,278 1,39,62,203
Ageing Mandapam TamilNadu and Block Sapotra
Rajasthan
43 Project Prajwala - Education in KGBVs Primary All KGBV Madhya Pradesh 1,73,05,554 62,53,604 62,53,604
Education
44 Project “CLEAN” (Climate & Livelihoods Elder Care 1. Yavatmal, Maharashtra 2. Nalgonda, 18,48,884 - 18,75,000
Enhancement and Nutrition) for Elders Telangana, 3. Purbi Midnapore, West Bengal
4. Supaul, Bihar
45 Orientation of the Principals of the Adarsh Primary Jaipur State- Rajasthan 2,63,54,181 47,19,078 1,26,58,214
Schools Education
46 Project for ODF sustainability in Nandurbar Sanitation Nandurbar Dist. Maharashtra 2,62,57,756 27,84,322 27,84,322
47 Sustainable Community ODF Program in Sanitation Block Mandapam, District Ramanathapuram, 2,40,91,363 57,59,833 57,59,833
Mandapam Block, Ramanathapuram District, Tamilnadu
Tamil Nadu.
48 Enhancing post-disaster Re-Habilitation and Sanitation Wayanad, Idukki, Pathanamthitta, Allapuzha 1,41,35,626 97,62,870 97,62,870
Recovery through Provision of Safe Water in and Thrissur districts, Kerala
Kerala
49 Enhancing post-disaster Re-Habilitation and Sanitation Idukki district, Kerala 1,21,59,678 63,59,206 63,59,206
Recovery through Provision of Safe Water in
Kerala
50 Everyone Forever - Water Services and Sanitation Rajnagar and Khoyrasol blocks in Birbhum 4,02,78,934 27,52,803 27,52,803
Systems Strengthening: Rajnagar and district, West Bengal
Khoyrasol Blocks of Birbhum District in West
Bengal
51 Project Samarthya: Elderly Care Elder Care Nandurbar, Navapur, Akkalkuwa and 3,41,99,095 37,55,542 37,55,542
programme(55 Years+) in Nandurbar district, Dhadgaon blocks, Maharashtra
Maharashtra
52 Implementation of Karadi Path Magic English Primary Nandurbar and Navapur blocks , Maharashtra 8,35,97,788 - -
SLL programme for improving English Education
proficiency of students from Zilla Panchayat
Primary Schools in selected blocks in
Nandurbar District, Maharashtra.
53 Ensuring sustainable drinking water safety Sanitation Nandurbar and Navapur block ,Nandurbar 2,34,07,381 41,52,076 41,52,076
and security in the identified schools and district Maharashtra
habitations in Nandurbar and Navapur blocks
of Nandurbar district
54 Akshara: Learning Centers for Primary Children Primary Rameswaram Island, Ramanathapuram 94,99,749 8,53,394 8,53,394
in Rameswaram Education District, Tamil Nadu
55 ShikshaDeep Prakalpa Primary Khoyrasol Block, Birbhum District, West 2,22,67,411 21,77,586 21,77,586
Education Bengal
56 “Promoting Sustainability of WASH facilities Sanitation Rameswaram Island, Ramanathapuram 1,12,47,702 25,65,238 25,65,238
and child centered governance in the Schools District, Tamil Nadu
of Rameswaram”

Twenty-seventh Annual Report 2018-19 | 125


Sr. CSR Project or activity identified Sector in which the Projects or programmes (1) Local area or other Cumulative Amount Amount spent during FY 18 -19 on Cumulative expenditure
No. project is covered (2) Specify the state and district where projects or outlay (Committed projects or programs sub heads (1) up to the reporting
programmes was undertaken Budget) Direct expenditure on projects or period (NSE CSR + NSE
programs (2) overheads Foundation)
57 Promotion of Tiruppullani as Swachh and Sanitation Thiruppullani, Ramanathapuram District, 3,41,99,095 36,94,773 36,94,773
Swasth Block. Tamil Nadu
58 Building Water Security for Green Safe Drinking Rameswaram Island, Ramanathapuram 1,15,51,694 24,44,821 24,44,821
Rameswaram Water District, Tamil Nadu
59 Enabling Drought Free Villages through Disaster Relief- Nandurbar District, Maharashtra 5,69,98,492 1,53,16,305 1,53,16,305
Integrated & Participatory Watershed Safe Drinking
Management in Nandurbar, Maharashtra Water
60 “Samrakshana: Building Resilience among the Elder Care Rameswaram Island, Ramanathapuram 2,39,39,367 - -
Senior Citizens in Green Rameswaram” District, Tamil Nadu
61 Rehabilitation of 30 Government Schools Disaster Nagapattinam District and Tanjore District 98,79,739 60,06,100 60,06,100
affected by Gaja Cyclone at Nagapattinam Relief for Tamil Nadu
District and Thanjavur District, Tamil Nadu Gaja cyclone-
Sanitation and
Safe Drinking
Water

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62 CSR Focus Group Various Various places in India - 2,65,202 30,74,622
Activities*
63 Capacity Building Capacity Various places in India - 94,74,286 2,04,34,394
Building
64  PME** Project Various places in India - 76,14,909 1,37,24,680
Monitoring
1,27,15,01,682 25,28,50,788 59,11,04,257

*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

Twenty-seventh Annual Report 2018-19 | 127


projects and actually spent C59.11 Crores up to March 31, 2019 Financial Utilisation of CSR Funds (as % of Actual Expenditure
leaving a balance unspent amount of C55.79 Crores which also Year amount required to be spent) (as % of the actual
will be disbursed as per the project milestones prescribed in amount spent)
the respective agreements with the implementation agencies 2014-15 3.02% 3.02%
over the next one to three years. 2015-16 9.81% 9.81%
2016-17 37.75% 37.75%
The second proviso to sub-section (5) of section 135 requires
2017-18 100%* 95.61%
the company to specify the reasons for not spending the amount
2018-19 100%* 93.99%
as above. The same is provided below.
The decision of the Group to establish a Foundation under Section
The CSR obligation under Section 135 is a continuous obligation
8 of the Companies Act, 2013, to carry out implementation and
for a company like NSE which has been profitable year after year.
supervision of the CSR policies of the Group Companies was
Hence, CSR activities are also continuous over the years. NSE’s
also actuated by a resolve inter alia to speed up the operations
intervention in Primary Education, Water Sanitation, Hygiene,
under the CSR policy so that the statutory financial thresholds
Elder Care etc. has of late been in some of the most backward
are achieved without compromising the integrity of the delivery
aspirational districts of our country as identified by NITI Aayog.
system.
In order to make the interventions sustainable and to make a
tangible impact, the interventions have to be continued over the In order to ensure further accelerate CSR spend on an annual
years. It is well documented that the initial physical progress basis to catch up with the backlog and bring the spend in
and absorptive capacity of financial investment is slow in such alignment with the requirement in the same year as early
sectors due to limitations imposed by geography and the dearth as possible, NSE Foundation has commenced making over
of physical and human resources at the level of scene of action. commitment and soon hopes to achieve the said requirement.

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:

Vikram Limaye Naved Masood


DIN: 00488534 DIN: 02126497
Managing Director and Chief Executive Officer Chairman-CSR Committee

128 | National Stock Exchange of India Limited


ANNEXURE 6 TO BOARD’S REPORT

REPORT ON CORPORATE GOVERNANCE

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

Twenty-seventh Annual Report 2018-19 | 129


market, derivatives market, futures market, equity the Board and between the Board and Senior Management.
market, debt market, index, SME Market, etc. In addition, the Company Secretary attends to secretarial
and Board governance matters and is responsible for
• Knowledge - understanding and knowledge of the
ensuring that Board procedures are followed.
entity and applicable regulatory norms, constructive
and analytical decision making abilities, understanding Board agenda
of the risk attached with the business structure, The Board agenda is prepared based on inputs received
understanding of the role, responsibilities and from different departments within NSE and are finalised
obligations, etc. in consultation with the Group President, MD & CEO and
• Technology - Technical/Professional skills in relation of / or Chairman.The Board agenda and notes thereof are
Company’s business, analysing technological trends, ordinarily sent to the Directors in advance to enable them
innovation, creative ideas for business, research and to read and comprehend the matters to be dealt with and
innovation, digitisation and allied knowledge in the seek further information / clarification, if required.
field of science and technology The agenda of the Board meetings is well managed
• Leadership - demonstrable leadership skills, leadership and allows for flexibility when it is needed. Directors are
experience with regard to managing a company provided with complete information related to agenda
including practical understanding, risk management, items in a timely manner. Wherever it is not practicable
processes, strategic planning, guiding and leading to attach any document to the agenda, the same is tabled
management teams to make decisions, facilitation before the meeting with specific reference to this effect
skills, strong interpersonal and communications. in the Agenda. In special and exceptional circumstances,
additional or supplementary items on the agenda are
• Governance - corporate governance, compliance, permitted after obtaining permission of the Chairman of the
transparency, board governance, accountability Board/Meeting and with the concurrence of Independent
to stakeholders, corporate ethics and values, Directors.
strengthening regulatory functions, protecting
shareholder interests, law and other areas relevant The Board has opted to receive all its agenda papers
to business/sector and industry in which company electronically for all its Board and Committee meetings
operates. and has eliminated the need for hard copy of Board Papers.
The Agenda papers for Board and Committee meetings are
2. CHAIRMAN OF THE BOARD uploaded onto a secure portal which can be accessed on
Mr. Ashok Chawla, the Chairman of NSE since May 2016, iPad.
ceased to be the Chairman and PID with effect from January
11, 2019 consequent to his resignation.The new Chairman At the quarterly Board meetings, the MD & CEO gives a
will be appointed by the Board in due course subject to the comprehensive update on NSE’s business and operations.
approval of SEBI. The CFO presents the financial performance and significant
financial highlights. Certain business heads provide an
3. BOARD MEETINGS update on their areas of business and Senior Management
Schedule of Board / Committee meetings Personnel are present at Board meetings, when required.
The dates of the Board / Committee and the Annual Any feedback or observations made by the Board, wherever
General Meeting are proposed in advance. The final annual necessary, form part of the action taken report for their
schedule that is fixed is circulated to all the Directors as review at the subsequent meetings.
part of the agenda in the Board meeting for information.
The minutes of Board meetings are prepared with details
Directors have independent access to the Company of the matters considered by the Board. They are normally
Secretary. The Company Secretary attends all Board circulated to the Chairman for his/her review before being
meetings and generally assists Directors in the discharge of circulated to the other Directors for their comments.
their duties and also ensures good information flow within

130 | National Stock Exchange of India Limited


B. Number of Board Meetings The maximum gap between any two meetings was less
The Board of Directors met 7 times during the year as than one hundred and twenty days.
detailed below:
C. Directors’ Attendance Record and Directorships held
Sr. no. Date of Board meeting As mandated by Listing Regulations, no Director is a
1 May 04, 2018 member of more than ten Board committees or acts as
2 August 03, 2018 chairperson of more than five such committees across all
3 August 30, 2018 entities in which he or she is a Director (see the notes to
4 October 31, 2018 Table 1). Table No. 1 gives the details of the composition
5 January 10, 2019 of the Board, attendance and details of Committee
6 February 08, 2019 Membership and Committee Chairmanships and Table
7 February 26, 2019 No. 2 - Names of the listed entities where the person is a
director and the category of directorship.
During the year under review, the total duration i.e.
approximate aggregate number of hours of Board meetings
was 19 hours.

(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)

Mr. Ashok Chawla, Public Interest 5# 5 Y - - -


Chairman* Director
Mr. Vikram Limaye Managing Director 7 7 Y 1 - -
Ms. Dharmishta Raval ** Public Interest 7 7 Y 7 2-Audit -
Director Committee
Mr. Dinesh Kanabar Public Interest 7 7 Y 1 - -
Director
Mr. Naved Masood Public Interest 7 6 Y - - -
Director
Mr. T. V. Mohandas Pai Public Interest 7 6 Y 1 - -
Director
Mr. Abhay Havaldar Shareholder Director 7 7 Y 1 - -
Mr. Prakash Shareholder Director 7 7 Y - - -
Parthasarathy
Ms. Sunita Sharma Shareholder Director 7 1 N 1 - 1-SRC
Ms. Anshula Kant *** Shareholder Director 3# 1 N - - -

* 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

Twenty-seventh Annual Report 2018-19 | 131


Note
(i) The Directorships/ Committee memberships held by Directors as mentioned above, do not include private limited companies,
foreign companies and companies under Section 8 of the Companies Act, 2013

(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.

Name of the Director Name of Listed Entity 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.

(7) Where decisions of the Board of Directors may affect


D. Responsibilities of the Board
different shareholder groups differently, the Board of
The responsibilities of the Board include the following:
Directors shall treat all shareholders fairly.
(1) Members of Board of Directors and Key Managerial
(8) The Board of Directors shall maintain high ethical standards
Personnel shall disclose to the Board of Directors whether
and shall take into account the interests of stakeholders.
they, directly, indirectly, or on behalf of third parties, have
a material interest in any transaction or matter directly (9) The Board of Directors shall exercise objective independent
affecting the entity. judgement on corporate affairs.
(2) The Board of Directors and Senior Management shall (10) The Board of Directors shall consider assigning a sufficient
conduct themselves so as to meet the expectations of number of non-executive members of the board of
operational transparency to stakeholders while at the same directors capable of exercising independent judgement to
time maintaining confidentiality of information in order to tasks where there is a potential for conflict of interest.
foster a culture of good decision-making.
(11)
The Board of Directors shall ensure that, while rightly
(3) The Board of Directors shall provide strategic guidance to encouraging positive thinking, these do not result in over-
NSE, ensure effective monitoring of the management and optimism that either leads to significant risks not being
shall be accountable to NSE and the shareholders. recognised or exposes the entity to excessive risk.

132 | National Stock Exchange of India Limited


(12)
The Board of Directors shall have ability to step back to limit the risk of adverse exchange rate movements
to assist executive management by challenging the
• Details of significant transactions and arrangements
assumptions underlying: strategy, strategic initiatives (such
entered into by material unlisted subsidiary
as acquisitions), risk appetite, exposures and the key areas
of the entity‘s focus. • Review of market surveillance

(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

Twenty-seventh Annual Report 2018-19 | 133


(3) Tenure shareholders, provisions of the Companies Act, 2013 & Rules
The tenure of Independent Directors is in line with the laid down thereunder, SECC Regulations and the circulars
directives issued by SEBI from time to time. issued thereunder by SEBI.

(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

Mr. Vikram Limaye, 6.31 0.77 0.01 0.24 7.33


MD & CEO

** Excludes 50% of the Variable Pay of C0.77 Crores to be paid on deferred basis after 3 years.

134 | National Stock Exchange of India Limited


The sitting fees paid to the Non-Executives Directors for attending the meetings of the Board and Committees during the year FY
2018-19 is as follows:
Name Board meetings Board Committees meetings Total
No. of Amount (H) No. of Amount (H) (H)
meetings meetings
attended attended
Mr. Ashok Chawla, Chairman (till January 11, 2019) 5 5,00,000 41 35,75,000 40,75,000
Ms. Dharmishta Raval 7 7,00,000 43 36,25,000 43,25,000
Mr. Dinesh Kanabar 7 7,00,000 28 24,00,000 31,00,000
Mr. Naved Masood 6 6,00,000 61 48,75,000 54,75,000
Mr. T. V. Mohandas Pai 6 6,00,000 28 23,25,000 29,25,000
Mr. Abhay Havaldar 7 7,00,000 18 15,25,000 22,25,000
Mr. Prakash Parthasarathy 7 7,00,000 18 15,50,000 22,50,000
Ms. Anshula Kant (till September 28, 2018) 1 1,00,000 1 1,00,000 2,00,000
Ms. Sunita Sharma 1 1,00,000 2 1,50,000 2,50,000

III. COMMITTEES OF THE BOARD 6. Valuation of undertakings or assets, wherever it is


(A) Audit Committee necessary;
The primary function of the Audit Committee is to assist the 7. Evaluation of internal financial controls and risk
Board of Directors in fulfilling its oversight responsibilities management systems;
by reviewing the financial information to be provided to the 8. Monitoring the end use of funds raised through public
shareholders and others, the systems of internal controls, offers and related matters.
which the management and the Board of Directors have
9. Call for comments of the auditors about internal control
established, financial reporting and the compliance process.
systems, the scope of audit, including the observations of
The Committee maintains open communication with statutory
the auditors and review of the financial statement before
auditors, secretarial auditors, internal auditors and operational
their submission to the Board and may also discuss any
auditors.
related issues with the internal and statutory auditors and
NSE has adopted the Audit Committee charter in addition the management.
to the statutorily required terms of reference. The charter 10. Oversight of the financial reporting process and the
broadly stipulates the structure, composition, the roles and disclosure of financial information to ensure that the
responsibility of the authority as well as the overall oversight financial statements are correct, sufficient and credible;
and operational functions of the Audit Committee.
11. Approval of payment to statutory auditors for any other
The scope and functions of the Audit Committee are in services rendered by the statutory auditors;
accordance with Section 177 of the Companies Act, 2013 and 12. Reviewing with the management, the annual financial
the Listing Regulations, its terms of reference inter alia include statements and auditor’s report thereon before submission
the following: to the Board of NSE for approval, with particular reference to:
1. Recommendation for appointment, remuneration and a. Matters required to be included in the director’s
terms of appointment of auditors of NSE; responsibility statement to be included in NSE’s Board
2. Review and monitor the auditor’s independence and report in terms of clause (c) of sub-section 3 of section
performance, and effectiveness of audit process; 134 of the Companies Act, 2013.
3. Examination of the financial statement and the auditor’s b. Changes, if any, in accounting policies and practices
report thereon; and reasons for the same.
4. Approval or any subsequent modification of transactions c. Major accounting entries involving estimates based on
with related parties; the exercise of judgment by management.
5. Scrutiny of inter-corporate loans and investments; d. Significant adjustments made in the financial

Twenty-seventh Annual Report 2018-19 | 135


statements arising out of audit findings. 20. To look into the reasons for substantial defaults in the
e. Compliance with listing and other legal requirements payment to depositors, debenture holders, shareholders (in
relating to financial statements. case of nonpayment of declared dividends) and creditors;

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

136 | National Stock Exchange of India Limited


Note: 1. Formulate the criteria for determining qualifications,
* Ceased to be a Member w.e.f. January 11, 2019 positive attributes and independence of a director;
** Ceased to be a Member w.e.f. September 28, 2018
2. Recommend to NSE’s Board, a policy relating to the
*** Inducted as member w.e.f. February 05, 2019
remuneration of the Directors, Key Managerial Personnel
#
Number of Audit Committee Meetings held during the tenure
and other employees;
of Director
3. Determine the composition of the Board and the sub-
The Officer responsible for the finance function, the
committees and address issues of Board diversity;
representative of the statutory auditors, internal auditors,
secretarial auditors and operational auditors are regularly 4. Ensure that appropriate procedures are in place to assess
invited to the Audit Committee meetings. The Company Board membership needs and Board effectiveness;
Secretary is the Secretary to the Committee. 5. Identifying persons who are qualified to become directors;
All members of the Audit Committee have requisite accounting 6. Recommend to Board the appointment and removal of
and financial management expertise. Mr. Dinesh Kanabar, Directors in accordance with laid down policy and criteria;
Chairman of the Audit Committee attended the Annual General
Meeting (AGM) held on August 03, 2018 to answer shareholders 7. Shall specify the manner for effective evaluation of
queries. performance of Board, its committees and individual
directors to be carried out either by the Board, by the
The maximum gap between any two meetings was less than Nomination and Remuneration Committee or by an
one hundred and twenty days. independent external agency and review its implementation
and compliance.
(B) Nomination & Remuneration Committee (NRC)
As per SECC Regulations, the Compensation Committee shall 8. Recommend on the extension or continuation of the term
consist of majority of Public Interest Directors and shall be of appointment of independent director on the basis of
chaired by a Public Interest Director. SEBI, vide its circular performance evaluation of independent directors;
dated January 10, 2019 amended the provisions regarding
9. Recommend compensation/sitting fee payable to NSE’s
Committees which inter-alia mandated that NRC shall include
Non Whole-time Directors;
only Public Interest Directors. However, independent external
persons may be part of the committee for the limited purpose 10. Decide on the annual performance linked pay (variable pay)
of recommendation relating to selection of Managing Director; payable to managing director and chief executive officer
wherein the number of PIDs shall not be less than the and to approve annual increase in the total pay payable
independent external persons. to managing director and chief executive officer; assist
NSE Board’s overall responsibility relating to executive
As per requirements of the Companies Act, 2013, NSE is required
compensation and recommend to NSE’s Board appropriate
to constitute a Nomination and Remuneration Committee (NRC)
compensation packages for Whole-time Directors and
consisting of three or more non-executive directors out of which
senior management personnel in such a manner so as to
not less than one-half shall be independent directors. The
attract and retain best available personnel for position of
Chairman of NRC shall be different from Chairman of the Board.
substantial responsibility;
Accordingly, the Board constituted Nomination & Remuneration
Committee for the purpose of discharging its functions required 11. Lay down criteria for personnel who may be appointed in
under both Companies Act, 2013 and under SEBI Regulations. senior management;

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;

Twenty-seventh Annual Report 2018-19 | 137


14. Approve release of variable pay of Key Management various committee, the Board in its meeting held on February
Personnel under SEBI regulations withheld earlier; 7, 2019 considered interalia a proposal for reconstitution of
NRC with immediate effect to comprise only Public Interest
15. To take note of decisions of the managing director and chief
Directors being Mr. Dinesh Kanabar, Ms. Dharmishta Raval and
executive officer with regard to variable pay and fixed pay
Mr. T.V Mohandas Pai as its members with Mr. Dinesh Kanabar
of the Key Management Personnel under SEBI regulations;
as its Chairman.
16. Review, approve and aid the Board in succession and
The NRC had approved the performance ratings, fixation of the
emergency preparedness plan for key executives; and
variable pay for FY 2018-19 and the remuneration for FY 2019-
17. Determine the tenure of Key Management Personnel under 20 of the KMPs under SECC Regulations and other persons
SEBI regulations appointed in regulatory department. under the Senior Management. NRC has laid down performance
Earlier, the NRC comprised of Mr. Dinesh Kanabar, Mr. Abhay evaluation criteria for the Board of Directors, Individual
Havaldar, Mr. Ashok Chawla and Mr. T.V Mohandas Pai, as Directors (including Independent Directors) and Committees
its members with Mr. Dinesh Kanabar as its Chairman. In of the Board of Directors. The process for Board Evaluation is
compliance of SEBI circular which mandated reconstitution of given in the Directors' Report.

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.

138 | National Stock Exchange of India Limited


The Committee met 4 times during the year, i.e. May 03, 2018, August 03, 2018, October 30, 2018 and February 7, 2019. The
details of the attendance of members of the SRC 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. T.V. Mohandas Pai 4 3
Mr. Abhay Havaldar 4 4
Mr. Vikram Limaye 4 4
Mr. Prakash Parthasarathy** - -

*Ceased to be a member w.e.f. January 11, 2019


#
Number of Meetings held during the tenure of Director
** Inducted as member w.e.f. February 08, 2019

(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

*ceased to be a Member w.e.f. February 8, 2019

Twenty-seventh Annual Report 2018-19 | 139


(F) In addition to Committees covered above, the other the financial year 2018-19 is enclosed at the end of the report.
committees include:
VIII. GENERAL SHAREHOLDER INFORMATION
(i) SEBI mandated Committees
(A) Annual General Meeting: The 27th Annual General Meeting
1. Membership Selection Committee
of NSE will be held on Friday, August 02, 2019 at Exchange
2. Standing Committee on Technology
Plaza, Plot C-1, Block G, Bandra-Kurla Complex, Bandra (East),
3. Advisory Committee
Mumbai-400051
4. Investor Grievance Redressal Committee
5. Regulatory Oversight Committee (B) Financial year: 2018-19

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.

VII. CEO/ CFO CERTIFICATION


The CEO and CFO certification of the financial statements for

(G) Distribution of shareholding:


Distribution of Shareholding as on 31st March, 2019
Category No. of % of the No. of shares % to the total
shareholders in category held of H1 each paid up equity
each category capital
Individuals 65 37.36 80,56,906 1.63
Corporates-Listed 10 5.75 33,590,331 6.79

140 | National Stock Exchange of India Limited


Category No. of % of the No. of shares % to the total
shareholders in category held of H1 each paid up equity
each category capital
Corporates-Unlisted 29 16.67 5,21,98,541 10.54
Financial Institutions/Banks 8 4.60 4,94,10,093 9.98
Insurance Companies 5 2.87 8,35,88,500 16.89
Venture capital fund 7 4.02 2,37,43,292 4.80
Foreign holding 48 27.59 24,19,16,285 48.87
Hindu Undivided Family 1 0.57 21,052 0.00
Trust 1 0.57 24,75,000 0.50
Total 174 100.00 49,50,00,000 100.00

Top 10 Shareholders as on 31st March, 2019


Sr. Name of the shareholder No. of shares Percentage of
No. shareholding
(rounded off to
2 decimals)
1 Life Insurance Corporation of India 6,19,13,500 12.51
2(a) Aranda Investments (Mauritius) Pte. Ltd. 2,47,50,000 5.00
2(b) Veracity Investments Limited 2,47,50,000 5.00
3 Stock Holding Corporation of India Limited 2,20,00,000 4.44
4 State Bank of India 2,18,59,160 4.42
5 SBI Capital Markets Limited 2,14,50,000 4.33
6 GAGIL FDI Limited 1,87,52,382 3.79
7 SAIF II SE Investments Mauritius Limited 1,75,90,000 3.55
8 (a) GS Strategic Investments Limited 1,48,50,000 3.00
8 (b) MS Strategic (Mauritius) Limited 1,48,50,000 3.00
8 (c) PI Opportunities Fund - I 1,48,50,000 3.00
8 (d) Tiger Global Five Holdings 1,48,50,000 3.00
9 Acacia Banyan Partners 1,23,75,000 2.50
10 IFCI Limited 1,20,66,871 2.44

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:

Twenty-seventh Annual Report 2018-19 | 141


(H) Dematerialisation of shares: concerns about unethical behavior, actual or suspected fraud
NSE’s shares are fully dematerialised. or violation of the code of conduct or ethics policy or law to the
Ethics Counselor (Head of HR)/ Ethics Committee/ its Chairman/
(I) Address for correspondence: Audit Committee, as the case may be. NSE also provides for
The Secretarial Department, National Stock Exchange of India adequate safeguards against victimisation of employees who
Limited, Exchange Plaza, Plot No. C-1, “G” Block, Bandra-Kurla avail the mechanism and also allows direct access to the Audit
Complex, Bandra (East), Mumbai – 400 051. Shareholders Committee in exceptional cases. No personnel has been denied
are requested to intimate all changes pertaining to their Bank access to the Audit Committee.
details, email addresses, Power of Attorney, change of name,
change of address, contact details, etc., to their Depository During the year under review, the Vigil Mechanism /Whistle
Participants (DP). Blower Policy were amended owing to recent developments.
The details of the Vigil Mechanism /Whistle Blower Policy forms
(J) Other Disclosures part of the Directors Report.
(1) Basis of related party transactions Details of Vigil Mechanism have been disclosed on the website
The transactions with related parties are entered in the of NSE. (Weblink: https://www1.nseindia.com/global/content/
ordinary course of business and at arm’s length price. The about_us/NSE_dtls_VM.pdf )
details of the related party transactions are disclosed in
the Annual Report. The ‘Policy on dealing with related (4) The Sexual Harassment of Women at Workplace
party transactions’ is available on the Website of NSE. (Prevention, Prohibition and Redressal) Act, 2013
https://www.nseindia .com /global /content /about _us/ As of March 31, 2019, no complaint was filed during the
PolicyonMaterialityandDealingwithRelatedPartyTransactions. financial year, and hence no complaint was disposed-off and
pdf. During the financial year 2018-19, NSE did not have any pending as at the end of the financial year.
material pecuniary relationship or transactions with Non-
(5) Compliance with the non-mandatory requirements [Part E
Executive Directors.
of Schedule II Regulation 27(1) of the Listing Regulations
(2) Details of non-compliance by NSE, penalties, strictures In addition to the above, NSE also complies with many non-
imposed on NSE by SEBI or any other statutory authority on any mandatory requirements of Part E of Schedule II Regulation
matter related to capital markets during the last 3 years. 27(1) of the Listing Regulations, like maintaining a Chairman’s
SEBI had issued orders dated April 30, 2019 in respect of the office at NSE’s expense, reimbursement of expenses incurred
Colocation, Dark fibre, Conflict of interest and Governance by Chairman in performance of his duties, separate posts of
matters inter-alia as under: chairperson and chief executive officer, financial statements
with unmodified opinion, Internal Auditors reporting directly to
(a) NSE to disgorge an amount of C624.89 crores along with the Audit Committee, etc.
interest at the rate of 12% per annum from April 01, 2014.
(6) Subsidiary Companies
(b) NSE shall be prohibited from accessing the securities
As per Listing Regulations, “material subsidiary” shall mean
market directly or indirectly for a period of six (6) months
a subsidiary whose income or net worth exceeds ten percent
from the date of this order.
of the consolidated income or net worth respectively, of the
(c) NSE to disgorge an amount of C62.58 Crores along with listed entity and its subsidiaries in the immediately preceding
interest at the rate of 12% p.a. from September 11, 2015 accounting year.
till the actual date of payment along with other directions.
The said Regulations lay down corporate governance
(d) NSE not to introduce any new derivative product for next six requirements with respect to subsidiary of listed entity. NSE
months from the date of this order. had identified NCL as a ‘material unlisted Indian subsidiary'
(e) Passed certain non-monetary directions on NSE. Company. The financial statements, in particular the investments
made, by the subsidiary companies are reviewed by the Audit
(3) Vigil Mechanism /Whistle Blower Policy Committee of NSE. A statement of all significant transactions
NSE has established a mechanism for any person to report and arrangements entered into by NCL is periodically brought

142 | National Stock Exchange of India Limited


to the attention of the Board of Directors of NSE. The minutes through periodic communications. The financial results are
of the meetings of the Board of Directors of all the subsidiary published periodically in the newspapers as per the requirements
companies of NSE are also periodically brought to the meeting of the Listing Regulations. Any specific presentations made to
of the Board of Directors of NSE for its noting. The ‘Policy for analysts and others are also posted on NSE's website.
determining material subsidiaries’ is available on the Website
Annual Report: Annual report containing, inter alia, Audited
of NSE. https://www.nseindia.com/global/content/about_us/
Accounts, Directors’ Report, Report on Corporate Governance,
PolicyonDeterminingMaterialsubsidiaries.pdf
Management Discussion & Analysis and other material and
(7) Disclosure of Accounting Treatment in the preparation of related matters/information are circulated to the shareholders
Financial Statements. and others entitled thereto.
NSE follows the guidelines of Accounting Standards laid down
(9) Redressal of shareholders’ complaints
by the Central Government under the provisions of Section 133
NSE has constituted a Stakeholders Relationship Committee
of the Companies Act, 2013 in the preparation of its financial
to look into and redress Shareholders and investor complaints.
statements.
During the year, your Company did not receive any grievance from
(8) Communication with Shareholders its shareholder(s) in respect of transfer of shares, non-receipt of
The data related to quarterly and annual financial results, Annual Report, non-receipt of declared dividends, etc.
shareholding pattern, Board meetings, general meetings, terms
(10) Certificate from a Company Secretary in Practice
and conditions of appointment of independent directors, the
M/s NL Bhatia & Associates, Company Secretaries has given
details of vigil mechanism, press releases, etc., are provided
a certificate that none of the directors on the board of the
on the website of NSE under ‘Investor Relation’ section for
company have been debarred or disqualified from being
the information of the shareholders. (Weblink: https://www.
appointed or continuing as the directors of NSE by the SEBI /
nseindia.com/global/content/investor_rel/corporate_structure.
MCA or any such statutory authority. The said certificate also
htm)
forms part of this report.
NSE disseminates all material information to its shareholders

(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

IX. GENERAL BODY MEETINGS


Location, date and time of the general meetings held in the last three years till March 31, 2019:-

Type of meeting Date Time Venue Special Resolution passed


26 Annual General
th
August 3, 2018 11.00 A.M Exchange Plaza, Bandra -Kurla Complex -
Meeting Bandra (East) Mumbai- 400 051
25th Annual General August 4, 2017 3.00 P.M Exchange Plaza, Bandra -Kurla Complex -
meeting Bandra (East) Mumbai- 400 051

Twenty-seventh Annual Report 2018-19 | 143


Type of meeting Date Time Venue Special Resolution passed
EGM March 7, 2017 10.00 A.M. Exchange Plaza, Bandra -Kurla Complex -
Bandra (East) Mumbai- 400 051
EGM November 10, 10.00 A.M. Exchange Plaza, Bandra -Kurla Complex Alterations to the Articles of
2016 Bandra (East) Mumbai- 400 051 Association of NSE
24th Annual General September 16, 12:00 Noon. Exchange Plaza, Bandra -Kurla Complex -
meeting 2016 Bandra (East) Mumbai- 400 051

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

XI. CERTIFICATE ON COMPLIANCE OF CORPORATE GOVERNANCE NORMS


As required in Listing Regulations read with Regulation 33 of SECC Regulation, NSE has, obtained a certificate regarding the
compliance of conditions of Corporate Governance therein from a Practicing Company Secretary. The same is given as an Annexure.

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR


MANAGEMENT PERSONNEL WITH THE COMPANY’S
CODE OF CONDUCT
I hereby confirm that the Company has obtained from all the members of the Board and Senior Management Personnel, affirmation
that they have complied with the code of conduct for the Financial Year 2018-19.

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.

Place: Mumbai, Vikram Limaye


Date : May 16, 2019 MD & CEO

144 | National Stock Exchange of India Limited


CEO AND CFO CERTIFICATE
To,
The Directors,
National Stock Exchange of India Limited

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

Twenty-seventh Annual Report 2018-19 | 145


CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE

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.

For BNP & Associates


Company Secretaries
[Firm Regn. No. P2014MH037400]

B. Narasimhan
Place: Mumbai Partner
Date: April 30, 2019 FCS 1303 / CP No. 10440

146 | National Stock Exchange of India Limited


CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

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.

Sr. No. Name of Director DIN Date of appointment in Company


1. MR.DINESH HASMUKHRAI KANABAR 00003252 13/07/2016
2. MR.MOHANDAS TELLICHEERY VENKATARAMAN PAI 00042167 13/07/2016
3. MR.ABHAY PRABHAKAR HAVALDAR 00118280 13/06/2012
4. MR.VIKRAM MUKUND LIMAYE 00488534 17/07/2017
5. MR. PRAKASH PARTHASARATHY 02011709 30/05/2012
6. MR. NAVED MASOOD 02126497 13/07/2016
7. MS. DHARMISHTA NARENDRAPRASAD RAVAL* 02792246 05/02/2016
8. MS.SUNITA SHARMA 02949529 19/10/2016
Ensuring the eligibility of the appointment / continuity of every Director on the Board is the responsibility of the management of the
Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as
to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs
of the Company.

PLACE: MUMBAI For N. L. Bhatia & Associates Bharat R.Upadhyay


DATE: 3rd May,2019. Practicing Company Secretaries (Partner)
UIN: P1996MH055800 FCS : 5436
COP : 4457

*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.

Twenty-seventh Annual Report 2018-19 | 147


ANNEXURE 7 TO BOARD’S REPORT

FORM NO. MR-3


SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2019
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

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

148 | National Stock Exchange of India Limited


vi. The other laws as are applicable specifically to the Stock Director) and Independent Directors (Public Interest
Exchange are: Director). The changes in the composition of the
Board of Directors that took place during the period
a) Securities Contracts (Regulation) Act,1956;
under review were carried out in compliance with the
b) Securities Exchange Board of India Act, 1992 & provisions of the Act.
Circulars, Master Circulars and Regulations issued by
• Adequate notice is given to all Directors to schedule
SEBI and applicable to the Stock Exchange;
the Board Meetings, agenda and detailed notes on
c) Securities Contracts (Regulation) (Stock Exchanges & agenda were sent at least seven days in advance,
Clearing Corporations) Regulations, 2018 and and where the same were given at shorter notice
d) Prevention of Money Laundering Act, 2002. than seven days, prior consent thereof were obtained
and a system exists for seeking and obtaining further
We have also examined compliance with the applicable clauses information and clarifications on the agenda items
of the Secretarial Standards related to the Board Meeting and before the meeting and for meaningful participation at
General Meeting issued by the Institute of Company Secretaries the meeting.
of India related to meetings and minutes.
• Decisions at the meetings of the Board of Directors
During the Audit Period, the Stock Exchange has complied of the Stock Exchange and at Committees were
with the provisions of the Act, Rules, Regulations, Guidelines, carried through on the basis of majority. There were
Standards etc. mentioned above. no dissenting views by any member of the Board of
During the Audit Period, provisions of the following regulations Directors during the period under review.
were not applicable to the Stock Exchange: We further report that there are adequate systems and
a) The Securities and Exchange Board of India (Substantial processes in the Stock Exchange commensurate with the size
Acquisition of Shares and Takeovers) Regulations, 2011; and operations of the Stock Exchange to monitor and ensure
compliance with the applicable laws, rules, regulations and
b) The Securities and Exchange Board of India (Share Based
guidelines.
Employee Benefits) Regulations, 2014;
We further report that during the Audit Period, the Stock
c) The Securities and Exchange Board of India (Issue and
Exchange has not undertaken any major step having a major
Listing of Debt Securities) Regulations, 2008;
bearing on its affairs in pursuance of the above-referred laws,
d) The Securities and Exchange Board of India (Delisting of rules, regulations, guidelines, standards, etc.
Equity Shares) Regulations, 2009;

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.

Twenty-seventh Annual Report 2018-19 | 149


ANNEXURE A

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.

For BNP & Associates


Company Secretaries
[Firm Regn. No. P2014MH037400]

B. Narasimhan
Place: Mumbai Partner
Date: May 02, 2019 FCS 1303 / CP No. 10440

150 | National Stock Exchange of India Limited


ANNEXURE 8 (i) TO BOARD’S REPORT

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.

iv. The number of permanent employees on the rolls of the Company


As on March 31, 2019, there are 888 employees on the rolls of the Company. The head count has gone up from 497 employees
to 888 employees 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.

Twenty-seventh Annual Report 2018-19 | 151


ANNEXURE 8 (ii) TO BOARD’S REPORT
STATEMENT PURSUANT TO RULE 5 (2)& (3) OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)
AMENDMENT RULES, 2016
Sr. Name & Qualifications Age in Designation/ Nature of Remuneration Received (H) Experience Date of Last Employment
No. years Duties Gross Net (No. of Commencement of
years) Employment
1 Mr. Vikram Limaye 52 Managing Director & CEO 7,32,45,819 4,56,05,704 30 July 17, 2017 Managing Director & CEO
MBA, CA # & IDFC Limited
2 Mr. J. Ravichandran 58 Group President 6,03,88,730 2,75,15,358 32 August 12, 1994 Dy. Secretary & Manager (Legal),
B. Com, B.L.,FCS # & $ Raymond Synthetics Limited
3 Mr. Ravi Varanasi 56 Chief Business 2,75,58,697 1,61,17,553 31 July 3, 1995 Senior Deputy Manager
B. Sc., CAIIB # & Development Officer The Vysya Bank Ltd.

152 | National Stock Exchange of India Limited


4 Mr. Yatrik Vin 52 Chief Financial Officer 2,51,59,043 1,08,49,267 31 February 21, 2000 Manager (Finance & Accounts)
M.Com, AICWA # & Godrej & Boyce Mfg. Co. Ltd.
5 Mr.V. R. Narasimhan 62 Chief Regulatory Officer 70,25,660 40,34,334 38 August 30, 2013 Sr. Vice President,
M. Com., ACS, MBA, Ph.D @ $ Kotak Mahindra Bank Ltd.
6 Mr. Hari K. AICWA, 52 Chief Business Officer 2,14,67,056 1,36,36,520 30 May 29, 1995 Cost Accountant,
ACS KCP Ltd.
7 Mr Shiv Kumar Bhasin B.E, 48 Chief Technology & 50,99,193 36,63,477 17 January 02, 2019 Chief Technology Officer,
M.TECH # & @ Operations Officer State Bank of India
8 Mr. Suprabhat Lala 52 Senior Vice President 1,22,06,140 98,48,965 29 October 1, 2001 Sr. Vice President,
B. Sc. * Geojit Securities Ltd.
9 Mr. Sankarson Banerjee B. 48 Chief Technology Officer 1,03,67,017 61,64,782 24 April 15, 2015 Managing Director,
Tech, MBA @ - Projects Accenture Services Pvt. Ltd.
10 Mr Tirthankar Patnaik B.SC, 43 Chief Economist 41,09,327 30,21,351 19 March 01, 2019 Chief Strategist & Head of Research,
PHD @ Mizuho Bank Ltd
11 Mr Somasundaram K S B.E, 48 Chief Enterprise Risk 93,83,086 61,64,782 23 October 04,2018 Senior President and Chief
PGDM # & @ Officer Compliance Officer,
Yes Bank Limited
12 Mr. Mahesh Haldipur 59 Head - Premises and 1,59,91,911 78,96,078 36 April 25, 1995 Project Engineer,
B .E. (Civil), AMIE Admin Tata Electric Company Limited
13 Mr. Nirmal Mohanty M.A., 60 Chief Economist 1,47,23,411 85,87,567 33 April 1, 2009 Principal /Vice President,
MBA Infrastructure Development
Finance Company Ltd.
14 Mr.M Vasudev Rao 51 General Counsel 1,31,90,004 79,66,768 27 November 1, 2012 Associate Vice President,
B. Com., LLB, FCS Bennett Coleman & Company Ltd.
Sr. Name & Qualifications Age in Designation/ Nature of Remuneration Received (H) Experience Date of Last Employment
No. years Duties Gross Net (No. of Commencement of
years) Employment
15 Mr. Nagendra Kumar 46 Chief Business Officer 1,34,02,261 69,10,515 24 July 16, 2009 Manager,
SRVS PGDM Accenture India Ltd
16 Mr. Mayur Sindhwad ICWA, 44 Chief Operating Officer - 1,44,53,080 89,63,941 23 June 1, 2009 Assistant Vice President,
ACS # & $ Trading Edelweiss Securities Ltd
17 Mr. Saurov Ghosh 50 Group Head - Human 1,84,04,004 1,17,32,158 25 November 2,2017 Chief HR Officer - Textiles,
Dip in LL&W, MPM Resource Aditya Birla Group
18 Ms. Priya Subbaraman LLB, 48 Chief Regulatory Officer 1,44,43,050 97,14,856 22 February 1, 2018 Head - Compliance,
ACS # & Standard Chartered Bank
19 Mr. G. M. Shenoy 58 Chief Technology Officer 1,70,72,435 86,56,514 35 June 1, 2018 Chief Technology Officer - Ops,
B.E, M.F.M. # & @ - Ops, Trading Trading,
NSE Infotech Services Ltd.

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.

Twenty-seventh Annual Report 2018-19 | 153


ANNEXURE 9 TO BOARD’S REPORT

INFORMATION REQUIRED UNDER REGULATION 27(5) & (6) OF THE


SECURITIES CONTRACTS (REGULATION) (STOCK EXCHANGES AND CLEARING
CORPORATIONS) REGULATIONS, 2018
KMP compensation - NSEIL
KMP Name# KMP Compensation* Median of compensation Ratio of median of compensation
of all employees* of all employees against KMP
compensation
Mr. Vikram Limaye 8,80,00,007 11,00,008 80 x
Mr. J Ravichandran 5,43,31,032 11,00,008 49.39 x
Mr. Ravi Varanasi 3,16,32,957 11,00,008 28.76 x
Mr. Yatrik Vin 2,36,45,611 11,00,008 21.50 x
Ms. Priya Subbaraman 1,90,17,095 11,00,008 17.29 x
Mr. Shiv Kumar Bhasin $ 2,00,00,024 11,00,008 18.18 x
Mr. Somasundaram K S $ 2,00,00,024 11,00,008 18.18 x
Mr. Mayur Sindhwad 1,51,96,276 11,00,008 13.81 x
Mr. G M Shenoy $ 1,78,61,844 11,00,008 16.24 x

# Key Managerial Personnel under SCR (SECC) Regulations, 2018 of SEBI.


* Annualised salary/remuneration based on the terms of appointment of the employees who were on the rolls as on March 31, 2019.
$ Employees whose names have been marked with $ were employed with the Company for the 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.

154 | National Stock Exchange of India Limited


FINANCIAL
SECTION

Twenty-seventh Annual Report 2018-19 | 151


INDEPENDENT AUDITOR’S REPORT

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

152 | National Stock Exchange of India Limited


Company pursuant to an investigation conducted in relation Company, no provision for any liability has been made
to preferential access to tick by tick data at the Holding towards the aforesaid demand in these consolidated
Company’s Colocation facility, Dark Fiber point to point financial statements.
connectivity and Governance and related matters. SEBI has
Our opinion is not modified in respect of this matter.
further directed the Holding Company to undertake certain
remedial measures, actions and imposed restrictions. The Key Audit Matters
Holding Company has also received Adjudication notices 6. Key audit matters are those matters that, in our professional
covering identical matters, facts, circumstances and judgment, were of most significance in our audit of the
grounds as stated in each of the above orders, which are consolidated financial statements of the current period.
currently pending for hearing before SEBI. The Holding These matters were addressed in the context of our audit
Company is in the process of filing appeal to contest the of the consolidated financial statements as a whole, and
aforesaid orders with the Hon’ble Securities Appellate
in forming our opinion thereon, and we do not provide a
Tribunal, the future outcome of which is uncertain at this
separate opinion on these matters.
stage. Based on the legal opinion obtained by the Holding

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.

Twenty-seventh Annual Report 2018-19 | 153


7. The following Key Audit Matter was included in the audit report dated April 30, 2019, containing an unmodified audit opinion
on the financial statements of NSE Clearing Limited, a subsidiary of the Holding Company issued by an independent firm of
Chartered Accountants reproduced by us as under:

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.

Based on the above procedure, we noted that the company


has reviewed the above pending litigations and proceedings
and has made adequate provisions, wherever required and
disclosed the contingent liabilities, wherever applicable, in its
standalone financial statements.
* These notes are included in Note 34 of the consolidated financial statements.
Other information on the work we have performed and the reports of the other
8. The Holding Company’s Board of Directors is responsible auditors as furnished to us (Refer paragraph 17 below), we
for the other information. The other information comprises conclude that there is a material misstatement of this other
the information included in Management Discussion and information, we are required to report that fact.
Analysis, Board’s Report including annexures to Board’s
We have nothing to report in this regard.
Report and Report on Corporate Governance, but does
not include the consolidated financial statements and our Responsibilities of management and those charged with
auditor’s report thereon. governance for the consolidated financial statements
9. The Holding Company’s Board of Directors is responsible
Our opinion on the consolidated financial statements does
for the preparation and presentation of these consolidated
not cover the other information and we do not express any
financial statements in term of the requirements of the
form of assurance conclusion thereon.
Act that give a true and fair view of the consolidated
In connection with our audit of the consolidated financial financial position, consolidated financial performance
statements, our responsibility is to read the other and consolidated cash flows, and changes in equity of
information and, in doing so, consider whether the other the Group including its associates in accordance with the
information is materially inconsistent with the consolidated accounting principles generally accepted in India, including
financial statements or our knowledge obtained in the audit the Accounting Standards specified under section 133 of
or otherwise appears to be materially misstated. If, based the Act. The respective Board of Directors of the companies

154 | National Stock Exchange of India Limited


included in the Group and of its associates are responsible • Identify and assess the risks of material misstatement
for maintenance of adequate accounting records in of the consolidated financial statements, whether due
accordance with the provisions of the Act for safeguarding to fraud or error, design and perform audit procedures
the assets of the Group and for preventing and detecting responsive to those risks, and obtain audit evidence
frauds and other irregularities; selection and application that is sufficient and appropriate to provide a basis
of appropriate accounting policies; making judgments for our opinion. The risk of not detecting a material
and estimates that are reasonable and prudent; and the misstatement resulting from fraud is higher than for
design, implementation and maintenance of adequate one resulting from error, as fraud may involve collusion,
internal financial controls, that were operating effectively forgery, intentional omissions, misrepresentations, or
for ensuring accuracy and completeness of the accounting the override of internal control.
records, relevant to the preparation and presentation of
• Obtain an understanding of internal control relevant
the consolidated financial statements that give a true and
to the audit in order to design audit procedures
fair view and are free from material misstatement, whether
that are appropriate in the circumstances. Under
due to fraud or error, which have been used for the purpose
section 143(3)(i) of the Act, we are also responsible
of preparation of the consolidated financial statements by
for expressing our opinion on whether the Holding
the Directors of the Holding Company, as aforesaid.
Company has adequate internal financial controls
10. In preparing the consolidated financial statements, the with reference to financial reporting in place and the
respective Board of Directors of the companies included operating effectiveness of such controls.
in the Group and of its associates are responsible for
• Evaluate the appropriateness of accounting policies
assessing the ability of the Group and of its associates
used and the reasonableness of accounting estimates
to continue as a going concern, disclosing, as applicable,
and related disclosures made by management.
matters related to going concern and using the going
concern basis of accounting unless management either • Conclude on the appropriateness of management’s use
intends to liquidate the Group or to cease operations, or of the going concern basis of accounting and, based
has no realistic alternative but to do so. on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that
11. The respective Board of Directors of the companies
may cast significant doubt on the ability of the Group
included in the Group and of its associates are responsible
and its associates to continue as a going concern. If
for overseeing the financial reporting process of the Group
we conclude that a material uncertainty exists, we are
and of its associates.
required to draw attention in our auditor’s report to
the related disclosures in the consolidated financial
Auditor’s responsibilities for the audit of the consolidated
statements or, if such disclosures are inadequate, to
financial statements
modify our opinion. Our conclusions are based on the
12. Our objectives are to obtain reasonable assurance about
audit evidence obtained up to the date of our auditor’s
whether the consolidated financial statements as a whole
report. However, future events or conditions may cause
are free from material misstatement, whether due to fraud
the Group and its associates to cease to continue as a
or error, and to issue an auditor’s report that includes our
going concern.
opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance • Evaluate the overall presentation, structure and content
with SAs will always detect a material misstatement when it of the consolidated financial statements, including the
exists. Misstatements can arise from fraud or error and are disclosures, and whether the consolidated financial
considered material if, individually or in the aggregate, they statements represent the underlying transactions and
could reasonably be expected to influence the economic events in a manner that achieves fair presentation.
decisions of users taken on the basis of these consolidated
• Obtain sufficient appropriate audit evidence regarding
financial statements.
the financial information of the entities or business
13. As part of an audit in accordance with SAs, we exercise activities within the Group and its associates to express
professional judgment and maintain professional an opinion on the consolidated financial statements.
scepticism throughout the audit. We also: We are responsible for the direction, supervision and

Twenty-seventh Annual Report 2018-19 | 155


performance of the audit of the financial statements in the consolidated financial statements, in respect of
of such entities included in the consolidated financial one associate company whose financial statements have
statements of which we are the independent auditors. not been audited by us. These financial statements have
For the other entities included in the consolidated been audited by other auditors whose reports have been
financial statements, which have been audited by furnished to us by the Management, and our opinion on
other auditors, such other auditors remain responsible the consolidated financial statements insofar as it relates
for the direction, supervision and performance of to the amounts and disclosures included in respect of
the audits carried out by them. We remain solely these subsidiaries and associate and our report in terms of
responsible for our audit opinion. sub-section (3) of Section 143 of the Act including report
14. We communicate with those charged with governance of on Other information insofar as it relates to the aforesaid
the Holding Company and such other entities included in subsidiaries and associate is based solely on the reports of
the consolidated financial statements of which we are the the other auditors.
independent auditors regarding, among other matters, the
18. The consolidated financial statements also include the
planned scope and timing of the audit and significant audit
Group’s share of total comprehensive income (comprising
findings, including any significant deficiencies in internal
of profit and other comprehensive loss) of Rs. 76 Crores
control that we identify during our audit.
for the year ended March 31, 2019 as considered in the
15. We also provide those charged with governance with consolidated financial statements, in respect of five
a statement that we have complied with relevant associate companies whose financial information have not
ethical requirements regarding independence, and to been audited. These financial information are unaudited
communicate with them all relationships and other and have been furnished to us by the Management, and our
matters that may reasonably be thought to bear on our opinion on the consolidated financial statements insofar as
independence, and where applicable, related safeguards. it relates to the amounts and disclosures included in respect
of these associate companies and our report in terms of
16. From the matters communicated with those charged with
sub-section (3) of Section 143 of the Act including report
governance, we determine those matters that were of
on Other information insofar as it relates to the aforesaid
most significance in the audit of the consolidated financial
associates, is based solely on such unaudited financial
statements of the current period and are therefore the key
information. In our opinion and according to the information
audit matters. We describe these matters in our auditor’s
and explanations given to us by the Management, these
report unless law or regulation precludes public disclosure
financial information are not material to the Group. Further,
about the matter or when, in extremely rare circumstances,
with respect to one associate company referred to in
we determine that a matter should not be communicated
paragraph 17 above, the auditor’s report did not include
in our report because the adverse consequences of doing
the reporting under section 143(3).
so would reasonably be expected to outweigh the public
interest benefits of such communication. Our opinion on the consolidated financial statements, and
our report on other legal and regulatory requirements
Other matters below, is not modified in respect of the above matters with
17. We did not audit the financial statements of twelve respect to our reliance on the work done and the reports of
subsidiaries whose financial statements reflect total assets the other auditors and the financial information certified by
of Rs 12,819 Crores and net assets of Rs 2,453 Crores the Management.
as at March 31, 2019, total revenue of Rs. 1,296 Crores,
total comprehensive income (comprising of profit and Report on other legal and regulatory requirements
other comprehensive income) of Rs 536 Crores and net 19. As required by Section 143(3) of the Act, we report, to the
cash flows amounting to Rs 549 Crores for the year ended extent applicable, that:
on that date, as considered in the consolidated financial
(a) We have sought and obtained all the information and
statements. The consolidated financial statements also
explanations which to the best of our knowledge and
include the Group’s share of total comprehensive income
belief were necessary for the purposes of our audit of
(comprising of profit and other comprehensive loss) of Rs.
the aforesaid consolidated financial statements.
31 crores for the year ended March 31, 2019 as considered

156 | National Stock Exchange of India Limited


(b) In our opinion, proper books of account as required by separate financial statements of the subsidiaries, as
law relating to preparation of the aforesaid consolidated noted in the Other Matters paragraph:
financial statements have been kept so far as it appears
i. The consolidated financial statements disclose
from our examination of those books and the reports of
the impact, if any, of pending litigations on the
the other auditors.
consolidated financial position of the Group – refer
(c) The Consolidated Balance Sheet, the Consolidated Note 34 to the consolidated financial statements.
Statement of Profit and Loss, the Consolidated
ii. The Group had long-term contracts as at March 31,
Statement of Changes in Equity and the Consolidated
2019 for which there were no material foreseeable
Statement of Cash Flows dealt with by this Report are
losses. The Group did not have any derivative
in agreement with the relevant books of account and
contracts as at March 31, 2019 - refer Note 48 to
records maintained for the purpose of preparation of
the consolidated financial statements.
the consolidated financial statements.
iii. During the year ended March 31, 2019, there were
(d) In our opinion, the aforesaid consolidated financial
no amounts which were required to be transferred
statements comply with the Accounting Standards
to the Investor Education and Protection Fund by
specified under Section 133 of the Act.
the Holding Company and its subsidiary companies
(e) On the basis of the written representations received incorporated in India - refer Note 49 to the
from the directors of the Holding Company as on March consolidated financial statements.
31, 2019 taken on record by the Board of Directors of
iv. The reporting on disclosures relating to Specified
the Holding Company and the reports of the statutory
Bank Notes is not applicable to the Group for the
auditors of its subsidiary companies incorporated in
year ended March 31, 2019.
India, none of the directors of the Group companies
incorporated in India is disqualified as on March 31,
2019 from being appointed as a director in terms of
Section 164(2) of the Act.

(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

Twenty-seventh Annual Report 2018-19 | 157


Annexure A to Independent Auditor’s Report
Referred to in paragraph 19(f) of the Independent Auditor’s Report of even date to the members of National Stock Exchange of India
Limited on the consolidated financial statements for the year ended March 31, 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

158 | National Stock Exchange of India Limited


procedures that (1) pertain to the maintenance of records control over financial reporting criteria established by the
that, in reasonable detail, accurately and fairly reflect the Holding Company considering the essential components
transactions and dispositions of the assets of the company; of internal control stated in the Guidance Note on Audit of
(2) provide reasonable assurance that transactions are Internal Financial Controls Over Financial Reporting issued
recorded as necessary to permit preparation of financial by the Institute of Chartered Accountants of India.
statements in accordance with generally accepted
Other matters
accounting principles, and that receipts and expenditures
9. Our aforesaid reports under Section 143(3)(i) of the
of the company are being made only in accordance
Act on the adequacy and operating effectiveness of the
with authorisations of management and directors of the
internal financial controls with reference to consolidated
company; and (3) provide reasonable assurance regarding
financial statements insofar as it relates to twelve
prevention or timely detection of unauthorised acquisition,
subsidiary companies and one associate company, which
use, or disposition of the company’s assets that could have
are companies incorporated in India, is based on the
a material effect on the financial statements.
corresponding reports of the auditors of such companies
Inherent limitations of internal financial controls over incorporated in India. Our opinion is not modified in respect
financial reporting with reference to consolidated financial of this matter.
statements 10. Our aforesaid reports under Section 143(3)(i) of the Act on
7. Because of the inherent limitations of internal financial the adequacy and operating effectiveness of the internal
controls with reference to consolidated financial financial controls with reference to consolidated financial
statements, including the possibility of collusion or statements does not include the reporting of five associate
improper management override of controls, material companies, which are companies incorporated in India
misstatements due to error or fraud may occur and not be whose audit report is not available. In our opinion and
detected. Also, projections of any evaluation of the internal according to information and explanations given to us by
financial controls with reference to consolidated financial the Management, the financial information of these five
statements to future periods are subject to the risk that the associate companies are not material to the Group. Our
internal financial control with reference to consolidated opinion is not modified in respect of this matter.
financial statements may become inadequate because of
changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
For Price Waterhouse & Co Chartered Accountants LLP
Opinion Firm Registration Number: 304026E / E- 300009
8. In our opinion, the Holding Company, its subsidiary
companies and its associate companies, which are
companies incorporated in India, have, in all material Sumit Seth
respects, an adequate internal financial controls system Partner
with reference to consolidated financial statements Membership Number 105869
and such internal financial controls with reference
to consolidated financial statements were operating Place: Mumbai
effectively as at March 31, 2019, based on the internal Date: May 16, 2019

Twenty-seventh Annual Report 2018-19 | 159


CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2019
(H in Crores)
Particulars Notes As at As at
31.03.2019 31.03.2018
ASSETS
Non-current assets
Property, plant and equipment 2 549.50 535.35
Capital work-in-progress 2 6.60 31.72
Goodwill 3 123.18 67.35
Other intangible assets 3 89.65 50.30
Intangible assets under development 3 92.75 33.69
Investment in associates accounted for using the equity method 39 787.47 744.93
Financial assets
- Investments 4 3,122.99 3,403.25
- Other financial assets
Non-current bank balances 5 1,206.31 1,014.62
Others 5 175.66 60.82
Income tax assets (net) 21 423.96 275.59
Deferred tax assets (net) 19 (c) 8.88 5.49
Other non-current assets 7 17.40 14.64
Total non-current assets 6,604.35 6,237.75
Current assets
Inventories - 0.01
Financial assets
- Investments 9 3,001.58 2,873.89
- Trade receivables 10 452.51 397.68
- Cash and cash equivalents * 11 6,592.61 6,244.14
- Bank balances other than cash and cash equivalents * 12 2,948.07 2,100.94
* Includes Rs.6,076.65 crores (Previous Year : Rs.5,547.04 crores)
pertaining to Settlement obligation and margin money from members
- Other financial assets 6 239.66 202.74
Other current assets 8 139.60 86.85
13,374.03 11,906.25
Assets classified as held for sale 39 - 82.07
Total current assets 13,374.03 11,988.32
TOTAL ASSETS 19,978.38 18,226.07
EQUITY AND LIABILITIES
EQUITY
Equity share capital 13 a 49.50 49.50
Other equity 13 b 7,737.39 7,300.06
Equity attributable to owners of National Stock Exchange of India Limited 7,786.89 7,349.56
Non Controlling Interest 13 b 1.37 -
Total Equity 7,788.26 7,349.56

160 | National Stock Exchange of India Limited


CONSOLIDATED BALANCE SHEET (CONTD...)
(H in Crores)
Particulars Notes As at As at
31.03.2019 31.03.2018
SETTLEMENT GUARANTEE FUND
- Core Settlement Guarantee Fund paid 37 2,794.93 2,421.22
- Core Settlement Guarantee Fund payable 37 12.65 12.41
- Settlement Guarantee Fund paid - Commodity Derivatives 250.00 -
3,057.58 2,433.63
Investor Protection Fund 38 b 0.10 0.10
LIABILITIES
Non-current liabilities
Other financial liabilities 15 9.66 9.64
Provisions 17 a 19.79 20.87
Deferred tax liabilities (net) 19 (c) 154.71 156.89
Other non-current liabilities 22 5.39 5.39
Total non-current liabilities 189.55 192.79
Current liabilities
Financial liabilities
- Deposits 24 1,891.38 1,915.91
- Trade payables 14
Total Outstanding dues of micro enterprises and small enterprises 0.14 1.21
Total Outstanding dues of creditors other than micro enterprises and 127.99 128.25
small enterprises
- Other financial liabilities* 16 6,267.84 5,697.69
* Includes Rs.6,076.65 crores (Previous Year : Rs.5,547.04 crores) pertaining to
Settlement obligation and margin money from members
8,287.35 7,743.06
Contract Liabilities 17b 13.02 -
Provisions 18 76.48 61.00
Income tax liabilities (net) 20 124.76 97.87
Other current liabilities 23 441.28 348.06
Total current liabilities 8,942.89 8,249.99
TOTAL LIABILITIES 9,132.44 8,442.78
TOTAL EQUITY AND LIABILITIES 19,978.38 18,226.07
Summary of significant accounting policies 1
The above consolidated balance sheet should be read in conjuction with the
accompanying notes

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

Sumit Seth Dharmishta Raval Dinesh Kanabar Vikram Limaye


Partner Director Director Managing Director & CEO
Membership No.: 105869 [DIN:02792246] [DIN:00003252] [DIN:00488534]

Place : Mumbai Yatrik Vin S. Madhavan


Date : May 16, 2019 Chief Financial Officer Company Secretary

Twenty-seventh Annual Report 2018-19 | 161


CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2019
(H in Crores)
Particulars Notes For the For the
year ended year ended
31.03.2019 31.03.2018
INCOME
Revenue from operations 25 3,027.79 2,609.14
Other income 26 486.78 423.42
Total income 3,514.57 3,032.56
EXPENSES
Employee benefits expense 27 306.39 263.28
Depreciation and amortisation expense 2&3 142.02 125.59
Other expenses 28 766.72 568.99
Total expenses 1,215.13 957.86
Profit before, share of net profits of investments accounted for using equity 2,299.44 2,074.70
method, profit on sale of investments in associates and tax
Share of net profit of associates accounted by using equity method 39 107.03 122.34
Profit before profit on sale of investment in associates and tax 2,406.47 2,197.04
Profit on sale of investment in associate 169.74 -
Profit before tax 2,576.21 2,197.04
Less : Tax expense
Current tax expense 19 (a) 857.84 681.05
Deferred tax expense 19 (a) 10.33 54.52
Total tax expenses 868.17 735.57
Net Profit after tax (A) 1,708.04 1,461.47
Other comprehensive income
Items that will be reclassified to profit or loss
Changes in fair value of FVOCI debt instruments 13 b 4.41 (22.78)
Income tax relating to items that will be reclassified to profit or loss
Changes in fair value of FVOCI debt instruments 13 b (1.54) 7.96
Items that will not be reclassified to profit or loss
Remeasurements of post-employment benefit obligations 13 b (4.33) (1.08)
Changes in fair value of FVOCI equity instruments 13 b (2.26) 8.24
Changes in foreign currency translation reserve 13 b 6.20 0.29
Income tax relating to items that will not be reclassified to profit or loss
Remeasurements of post-employment benefit obligations 13 b 1.42 0.17
Changes in fair value of FVOCI equity instruments 13 b 1.17 (1.57)
Total other comprehensive income / (loss) for the year, net of taxes (B) 5.07 (8.77)
Total comprehensive income for the year (A+B) 1,713.11 1,452.70

162 | National Stock Exchange of India Limited


CONSOLIDATED STATEMENT OF PROFIT AND LOSS(CONTD...)
(H in Crores)
Particulars Notes For the For the
year ended year ended
31.03.2019 31.03.2018
Profit is attributable to :
Owners of National Stock Exchange of India Limited 1,708.04 1,461.47
Non-Controlling Interests 0.00 -
Other comprehensive income/(loss) is attributable to :
Owners of National Stock Exchange of India Limited 5.07 (8.77)
Non-Controlling Interests 0.00 -
Total comprehensive income is attributable to :
Owners of National Stock Exchange of India Limited 1,713.11 1,452.70
Non-Controlling Interests 0.00 -
Earnings per equity share attributable to owners of National Stock Exchange 29
of India Limited (Face value of H1 each)
Basic & Diluted (Rs.) 34.51 29.52
Summary of significant accounting policies 1
The above consolidated statement of profit and loss should be read in conjunction
with the accompanying notes

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

Sumit Seth Dharmishta Raval Dinesh Kanabar Vikram Limaye


Partner Director Director Managing Director & CEO
Membership No.: 105869 [DIN:02792246] [DIN:00003252] [DIN:00488534]

Place : Mumbai Yatrik Vin S. Madhavan


Date : May 16, 2019 Chief Financial Officer Company Secretary

Twenty-seventh Annual Report 2018-19 | 163


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2019
(A) EQUITY SHARE CAPITAL (H in Crores)
Balance as at 01.04.2017 49.50
Changes in equity share capital during the year 0.00
Balance as at 31.03.2018 49.50
Changes in equity share capital during the year 0.00
Balance as at 31.03.2019 49.50

(B) OTHER EQUITY (H in Crores)


Particulars Reserves and Surplus Other Reserves Total Non Total other
other Controlling Equity

164 | National Stock Exchange of India Limited


Securities Retained CSR Liquidity Other Total FVOCI FVOCI debt Foreign Total
Equity Interests
premium earnings Reserve Enhancement reserves** Reserves equity instruments Currency other
reserve * Scheme (Refer Note and instruments Translation reserves
Incentive 13b) Surplus Reserve
Reserve

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

Profit for the period - 1,461.47 - - - 1,461.47 - - - - 1,461.47 - 1,461.47

Transfer to CSR Reserve - 72.06 (72.06) - - - - - - - - - -

Other Comprehensive Income - (0.91) - - - (0.91) 6.67 (14.82) 0.29 (7.86) (8.77) - (8.77)

Appropriation to Core Settlement - (165.43) - - - (165.43) - - - - (165.43) - (165.43)

Guarantee Fund (net of tax)

Share Issue Expenses - (0.38) - - - (0.38) - - - - (0.38) - (0.38)

Contribution to Investor Protection - (0.10) - - - (0.10) - - - - (0.10) - (0.10)

Fund

Transfer to Liquidity Enhancement - (5.08) - 5.08 - - - - - - - - -

Scheme Incentive Reserve

Liquidity Enhancement Scheme - 1.50 - (1.50) - - - - - - - - -

Incentive paid/payable

Transaction with owners in their - -

capacity as owners

Dividend paid (including dividend - (1,146.86) - - - (1,146.86) - - - - (1,146.86) - (1,146.86)

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

Particulars 31.03.2019 31.03.2018


* Includes General Reserves 4,441.04 4,441.04

** Includes capital reserve on consolidation 39.39 39.39


** Includes capital redemption reserve 13.00 13.00
** Includes staff welfare reserve 1.50 1.50
** Includes investor compensation activities 10.00 10.00

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

Sumit Seth Dharmishta Raval Dinesh Kanabar Vikram Limaye


Partner Director Director Managing Director & CEO
Membership No.: 105869 [DIN:02792246] [DIN:00003252] [DIN:00488534]

Place : Mumbai Yatrik Vin S. Madhavan

Twenty-seventh Annual Report 2018-19 | 165


Date : May 16, 2019 Chief Financial Officer Company Secretary
CONSOLIDATED STATEMENT OF CASH FLOW FOR THE YEAR ENDED MARCH 31, 2019
(H in Crores)
Particulars For the year For the year
ended ended
31.03.2019 31.03.2018
A) CASH FLOWS FROM OPERATING ACTIVITIES
PROFIT BEFORE TAX 2,576.21 2,197.04
Adjustments for
Depreciation and amortisation expense 142.02 125.59
Interest income from financial assets at amortised cost (106.67) (145.96)
Interest Income from investments (249.08) (255.75)
Interest income from investments designated at FVOCI (40.45) (38.52)
Rental income (4.96) (4.72)
Dividend income (0.24) (0.79)
Net fair value gain on financial assets mandatorily measured at FVPL (145.56) (142.55)
Net gain on sale of investments (190.75) (87.65)
Net gain on sale of investments of associate (169.74) -
Net gain on disposal of property, plant and equipment - (12.66)
Doubtful debts written off - 2.35
Provision for doubtful debts 1.64 0.74
Impairment losses on financial assets 80.13 2.93
Asset written off 0.39 11.78
Share of net profit of associates accounted by using equity method (107.03) (122.34)
Amortization of Share Issue Expenses 0.38 -

Change In operating assets and liabilities


(Increase)/Decrease in trade receivables (39.72) (86.48)
(Increase)/Decrease inventories 0.01 0.01
Increase/(Decrease) in trade payables (5.04) 31.99
(Increase)/Decrease in other financial assets (9.59) 10.09
(Increase)/Decrease in other assets (43.04) (18.69)
Increase/(Decrease) in other financial liabilities 525.35 (1,941.29)
Increase/(Decrease) in provisions 9.84 5.19
Increase/(Decrease) in other liabilities 105.10 (88.32)
(Refund) / proceeds of deposits (24.53) 112.63
Change in Core Settlement Guarantee Fund balance 362.65 259.30
CASH GENERATED/ (USED) FROM OPERATIONS 2,667.31 (186.08)
Income taxes paid (979.32) (615.05)
NET CASH INFLOW/(OUTFLOW) FROM OPERATING ACTIVITIES - TOTAL (A) 1,687.99 (801.13)
B) CASH FLOWS FROM INVESTING ACTIVITIES
Payment for property, plant and equipment (202.91) (182.28)
Proceeds from property, plant and equipment 0.93 20.37
Proceeds from rental income 4.96 4.72
(Payment) / proceeds from investments (Net) 418.46 (247.16)
(Payment) / proceeds from investments in deposits with financial institutions (Net) (125.00) -
Payment for acquisition of subsidiary (76.13) -
(Payment) / proceeds for investment in associates (Net) 246.74 -
(Payment) / proceeds from fixed deposits(Net) (1,038.82) 187.87
Interest received 391.60 427.94
Dividend received (including dividend from associate companies) 55.12 52.92
NET CASH INFLOW / (OUTFLOW) FROM INVESTING ACTIVITIES - TOTAL (B) (325.05) 264.38

166 | National Stock Exchange of India Limited


CONSOLIDATED STATEMENT OF CASH FLOW FOR THE YEAR ENDED MARCH 31, 2019
(H in Crores)
Particulars For the year For the year
ended ended
31.03.2019 31.03.2018
C) CASH FLOWS FROM FINANCING ACTIVITIES
Dividend paid (including dividend distribution tax) (1,014.47) (1,146.86)
NET CASH OUTFLOW FROM FINANCING ACTIVITIES - TOTAL (C) (1,014.47) (1,146.86)
NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS (A)+(B)+(C) 348.47 (1,683.61)

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

Sumit Seth Dharmishta Raval Dinesh Kanabar Vikram Limaye


Partner Director Director Managing Director & CEO
Membership No.: 105869 [DIN:02792246] [DIN:00003252] [DIN:00488534]

Place : Mumbai Yatrik Vin S. Madhavan


Date : May 16, 2019 Chief Financial Officer Company Secretary

Twenty-seventh Annual Report 2018-19 | 167


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
BACKGROUND AND SIGNIFICANT ACCOUNTING POLICIES
Background
The National Stock Exchange of India Limited (“NSE” or “the Parent Company”) established in 1992 is the first demutualized
electronic exchange in India. NSE was the first exchange in the country to provide a modern, fully automated screen-based
electronic trading system which offered easy trading facility to the investors spread across the country. NSE offers trading in equity,
equity derivatives, debt, currency derivatives and commodity derivatives segments.

The consolidated financial statements relates to the Parent Company, its subsidiary companies and associates (collectively referred
to as “the Group”).

Note 1: SIGNIFICANT ACCOUNTING POLICIES


This note provides a list of the significant accounting policies adopted in the preparation of these consolidated financial statements
(“financial statements”). These policies have been consistently applied to all the years / periods presented, unless otherwise stated.

(a) Basis of preparation


These consolidated financial statements have been prepared in accordance with the historical cost basis, except as disclosed
in the accounting policies below, and are drawn up in accordance with the provisions of the Companies Act, 2013 and Indian
Accounting Standards (“Ind AS”) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian
Accounting Standards) Rules, 2015] and other relevant provisions of the Act.

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.

(i) Historical cost convention


The consolidated financial statements have been prepared on a historical cost basis, except for the following:
• certain financial assets that are measured at fair value, and
• defined benefit plans - plan assets measured at fair value.
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.
(ii) Principles of consolidation and equity accounting
i) Subsidiaries
Subsidiaries are all entities over which the group has control. The group controls an entity when the group is exposed
to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns
through its power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date on
which control is transferred to the group. They are deconsolidated from the date that control ceases.

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

168 | National Stock Exchange of India Limited


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
of assets, liabilities, equity, income and expenses. Intercompany transactions, balances and unrealised gains on
transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction
provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed
where necessary to ensure consistency with the policies adopted by the group.

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

v) Changes in ownership interests


The group treats transactions with non-controlling interests that do not result in a loss of control as transactions with
equity owners of the group. A change in ownership interest results in an adjustment between the carrying amounts of
the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between
the amount of the adjustment to non-controlling interests and any consideration paid or received is recognised within
equity.

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.

Twenty-seventh Annual Report 2018-19 | 169


If the ownership interest in a joint venture or an associate is reduced but joint control or significant influence is retained,
only a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to
profit or loss where appropriate.

(b) Foreign currency translation and transactions


(i) Functional and presentation currency
Items included in the consolidated financial statements of the Group are measured using the currency of the primary
economic environment in which the entity operates (‘the functional currency’). The financial statements are presented in
Indian currency (INR), which is the Group’s functional and presentation currency.

(ii) Transactions and balances


Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation
of monetary assets and liabilities denominated in foreign currencies at the period end exchange rates are recognised in
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.

(iii) Group Companies


The results and financial position of foreign operations that have a functional currency different from the presentation
currency are translated into the presentation currency as follows:

• 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.

(c) Revenue recognition


Effective April 1, 2018, the Group has adopted Ind AS 115, Revenue from contracts with customers using the modified
retrospective transition approach, which is applied to contracts that were not completed as of April 1, 2018. The adoption of
this standard did not have a material impact on the financial results for the year ended March 31, 2019.

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.

170 | National Stock Exchange of India Limited


(iv) Revenue from Technology services comprises Application Development and Maintenance services, E-learning Solutions
and Infrastructure Management Services. Revenue from time and material and job contracts is recognised using the output
method measured by units delivered, efforts expended, number of transactions processed, etc. Revenue related to fixed price
maintenance and support services contracts, where the Group is standing ready to provide services is recognised based on time
elapsed on a straight line basis over the period of performance. In respect of other fixed-price contracts, revenue is recognised
over a period of time using percentage-of-completion method of accounting with contract costs incurred determining the
degree of completion of the performance obligation. The contract costs used in computing the revenues include cost of fulfilling
warranty obligations. Revenue from online examination services is recognised on the basis of exams conducted and where
there are multiple performance obligations, revenue is recognised using percentage-of-completion method of accounting with
contract costs incurred determining the degree of completion of the performance obligation. Revenue from the sale of distinct
third party hardware is recognised at the point in time when control is transferred to the customer. The solutions offered by
the Group may include supply of third-party equipment or software. In such cases, revenue for supply of such third party
equipment or software are recorded at gross or net basis depending on whether the Group is acting as the principal or as an
agent. The Group recognises revenue at the gross amount of consideration when it is acting as a principal and at net amount of
consideration when it is acting as an agent.

(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.

(e) Income taxes


The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the applicable
income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused
tax losses, if any.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the
reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable
tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be
paid to the tax authorities.

Twenty-seventh Annual Report 2018-19 | 171


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are
not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from
initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction
affects neither accounting profit nor taxable profit (tax loss). Deferred income tax is determined using tax rates (and laws) that
have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related
deferred income tax asset is realised or the deferred income tax liability is settled.

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.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
(g) Business Combinations
The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments
or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises:

• the fair values of the assets transferred;


• liabilities incurred to the former owners of the acquired business;
• equity interests issued by the Group; and
• fair value of any asset or liability resulting from a contingent consideration arrangement.

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.

Acquisition-related costs are expensed as incurred.


The excess of the
• consideration transferred;
• amount of any non-controlling interest in the acquired entity, and
• acquisition-date fair value of any previous equity interest in the acquired entity

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.

(h) Impairment of assets


Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for
impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are
tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing
impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely
independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than
goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

(i) Cash and cash equivalents


Cash and Cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid
investments with original maturities of three months or less that are readily convertible to known amounts of cash and which
are subject to an insignificant risk of changes in value. These do not include bank balances earmarked/restricted for specific
purposes.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
(j) Trade receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest
method, less provision for impairment.

(k) Investments and other financial assets


(i) Classification
The Group classifies its financial assets in the following measurement categories:
• those to be measured subsequently at fair value (either through other comprehensive income, or through profit or
loss), and
• those measured at amortised cost.
The classification depends on the entity’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 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.

Equity investments (other than investments in associates and joint venture)


The Group subsequently measures all equity investments at fair value. Where the Group’s management has elected
to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
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 Group’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.
Purchase and sale of investments are accounted at trade date.
(iii)
Impairment of financial assets
The Group assesses on a forward looking basis the expected credit losses associated with its assets carried at amortised
cost and FVOCI debt instruments. The impairment methodology applied depends on whether there has been a significant
increase in credit risk.
For trade receivables only, the Group 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.
De-recognition of financial assets
A financial asset is de-recognised only when
• The Group has transferred the rights to receive cash flows from the financial asset or
• retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to
pay the cash flows to one or more recipients.
Where the Group 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 Group has not transferred
substantially all risks and rewards of ownership of the financial asset, the financial asset is not de-recognised.
Where the Group 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 Group has not retained control of the financial asset. Where the
Group retains control of the financial asset, the asset is continued to be recognised to the extent of continuing involvement
in the financial asset.

(iv) Income recognition


Interest income
Interest income from debt instruments is recognised using the effective interest rate method. The effective interest rate is
the rate that exactly discounts estimated future cash receipts through the expected life of the financial assets to the gross
carrying amount of a financial asset. When calculating the effective interest rate, the Group estimates the expected cash
flows by considering all the contractual terms of the financial instrument but does not consider the expected credit losses.

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.

(l) Financial liabilities


(i) Classification as debt or equity
Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual
arrangements entered into and the definitions of a financial liability and an equity instrument.

(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.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
(iii)
Subsequent measurement
Financial liabilities are subsequently measured at amortised cost using the effective interest rate method. Financial
liabilities carried at fair value through profit or loss are measured at fair value with all changes in fair value recognised in the
statement of 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.

(n) Offsetting financial instruments


Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable
right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability
simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal
course of business and in the event of default, insolvency or bankruptcy of the Group or the counterparty.

(o) Property, plant and equipment (including CWIP)


Freehold land is carried at historical cost of acquisition. All other items of property, plant and equipment are stated at historical
cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

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.

Depreciation methods, estimated useful lives and residual value


Depreciation is calculated using the straight-line method to allocate their cost, net of their residual values, over their estimated
useful lives as follows:
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
Computer software 4 years
Telecommunication systems 4 years
Trading systems 4 years
Clearing & Settlement 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 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.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
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 Rs. 5,000 or less are depreciated fully in the year of acquisition.
(p) Investment properties
Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the Group, is
accounted as investment property. Investment property is measured initially at its cost, including related transaction costs.

Investment properties are depreciated using the straight-line method over their estimated useful lives. Investment properties
generally have a useful life of 60 years.

(q) Intangible assets


(i) Goodwill:
Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is not amortised but it is tested for
impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and
is carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying
amount of goodwill relating to the entity sold.

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.

(ii) Other intangible assets:


Costs associated with maintaining software programmes are recognised as an expense as incurred. Development costs
that are directly attributable to the design and testing of identifiable and unique software products controlled by the Group
are recognised as intangible assets when the following criteria are met:
• it is technically feasible to complete the software so that it will be available for use
• management intends to complete the software and use or sell it
• there is an ability to use or sell the software
• it can be demonstrated how the software will generate probable future economic benefits
• adequate technical, financial and other resources to complete the development and to use or sell the software are
available, and
• the expenditure attributable to the software during its development can be reliably measured.
Directly attributable costs that are capitalised as part of the software include employee costs and an appropriate portion of
relevant overheads.
Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is
available for use.
Computer software is amortised over a period of 4 years.
(r) Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of financial period which
are unpaid. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after
the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the
effective interest method.

Twenty-seventh Annual Report 2018-19 | 177


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
(s) Provisions
Provisions for legal claims and discounts/incentives are recognised when the Group 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.

(t) Contingent Liabilities


Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be
confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the
Group or a present obligation that arises from past events where it is either not probable that an outflow of resources will be
required to settle the obligation or a reliable estimate of the amount cannot be made. Contingent liabilities are not disclosed in
case the possibility of an outflow of resources embodying economic benefits is remote.

(u) Employee benefits


(i) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months
after the end of the period in which the employees render the related service are the amounts expected to be paid when
the liabilities are settled. Short term employee benefits are recognised in statement of profit and loss in the period in which
the related service is rendered. The liabilities are presented as current employee benefit obligations in the balance sheet.

(ii) Other long-term employee benefit obligations


The liabilities for earned leave are not expected to be settled wholly within 12 months after the end of the period in which
the employees render the related service. They are therefore measured as the present value of expected future payments
to be made in respect of services provided by employees up to the end of the reporting period using the projected unit
credit method. The benefits are discounted using the market yields at the end of the reporting period that have terms
approximating to the terms of the related obligation. Remeasurements as a result of experience adjustments and changes
in actuarial assumptions are recognised in profit or loss.

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.

(iii) Post-employment obligations


The Group operates the following post-employment schemes:
(a) defined benefit plans such as gratuity, and
(b) defined contribution plans such as provident fund and superannuation.
Gratuity obligations
The Group has maintained a Group Gratuity Cum Life Assurance Scheme with the Life Insurance Corporation of India
(LIC) towards which it annually contributes a sum determined by LIC. The liability or asset recognised in the balance
sheet in respect of defined benefit gratuity plans is the present value of the defined benefit obligation at the end of the
reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by actuaries using
the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the
estimated future cash outflows by reference to yields on government securities at the end of the reporting period that have
terms approximating to the terms of the related obligation.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the
fair value of plan assets. This cost is included in employee benefit expense in the statement of profit and loss.

178 | National Stock Exchange of India Limited


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
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.

(iv) Defined contribution plans


Provident fund
The Company has established ‘National Stock Exchange of India Limited Employee Provident Fund Trust’ and one of the
subsidiary, NSE Infotech Services Limited has established ‘NSE Infotech Services Limited Employee Provident Fund Trust’
to which both the employee and the employer make monthly contribution equal to 12% of the employee’s basic salary,
respectively. Such contribution to the provident fund for all employees, are charged to the profit and loss. In case of any
liability arising due to shortfall between the return from its investments and the administered interest rate, the same is
provided for by the Group.
One of the subsidiary, NSEIT Limited contributes to the Government administered fund and the same is charged to
statement of profit and loss.
Superannuation
Superannuation benefits for employees designated as chief managers and above are covered by Group policies with the
Life Insurance Corporation of India. Group’s contribution payable for the year is charged to profit and loss. There are no
other obligations other than the annual contribution payable.

(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.

(v) Contributed equity


Equity shares are classified as equity.
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.

(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.

(x) Earnings per share


(i) Basic earnings per share
Basic earnings per share is calculated by dividing:
• the profit attributable to owners of the Group
• by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity
shares issued during the year.

(ii) Diluted earnings per share


Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:
• the after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and
• the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive
potential equity shares.

Twenty-seventh Annual Report 2018-19 | 179


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
(y) Core Settlement Guarantee Fund
The Group contributes to Settlement Guarantee Fund/ Core Settlement Guarantee Fund in accordance with Securities Exchange
Board of India (‘SEBI’) (Stock Exchanges and Clearing Corporations) Regulation 2012. National Stock Exchange of India Limited
(the Parent company) contributes 25% of its annual profits along with its clearing corporation subsidiary, National Securities
Clearing Corporation Limited contributes amounts pertaining to Minimum Required Corpus to the Core Settlement Guarantee
Fund, which is determined as per SEBI guidelines. The contribution to Settlement Guarantee Fund/ Core Settlement Guarantee
Fund by the Parent Company is recorded as an expense in the Consolidated Statement of Profit and Loss and contribution
by its clearing corporation subsidiary is recorded as an appropriation from Group’s retained earnings and such amounts are
separately disclosed as Core Settlement Guarantee Fund in the Consolidated balance sheet.

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).

(z) Non- Current assets held for Sale


Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction
rather than through continuing use and sale is considered highly probable. They are measured at the lower of their carrying
amount and fair value less cost to sell. Non-current assets classified as held for sale are presented separately from other assets
in the balance sheet.

(aa) Rounding of amounts


All amounts disclosed in the financial statements and notes have been rounded off to the nearest crores as per the requirement
of Schedule III, unless otherwise stated.

(ab) Reclassification
Previous year figures have been reclassified / regrouped wherever necessary.

(ac) Critical accounting estimates and judgements


The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the
actual results. This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of
items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those
originally assessed. Detailed information about each of these estimates and judgements is included in relevant notes together
with information about the basis of calculation for each affected line item in the financial statements.
The areas involving critical estimates or judgements are:
Estimation of fair value of unlisted securities Note 40
Estimation of useful life of intangible assets Note 3
Estimation of defined benefit obligation Note 30
Estimation of contingent liabilities refer Note 34
Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including
expectations of future events that may have a financial impact on the Group and that are believed to be reasonable under the
circumstances.
(ad) Recent Accounting Pronouncements
(i) Ind AS 116 – Leases
On March 30, 2019, Ministry of Corporate Affairs has notified Ind AS 116, Leases. Ind AS 116 will replace the existing
standard, Ind AS 17 Leases, and related interpretations. The standard sets out the principles for the recognition,
measurement, presentation and disclosure of leases for both parties to a contract i.e. the lessee and the lessor. Ind AS

180 | National Stock Exchange of India Limited


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
116 introduces a single lessee accounting model and requires a lessee to recognise assets and liabilities for all leases
with a term of more than twelve months, unless the underlying asset is of low value. A lessee recognises right-of-use asset
representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments.
The standard also contains enhanced disclosure requirements for lessees. Ind AS 116 substantially carries forward the
lessor accounting requirements in Ind AS 17.

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.

(ii) Ind AS 12 Appendix C, Uncertainty over Income Tax Treatments :


On March 30, 2019, Ministry of Corporate Affairs has notified Ind AS 12 Appendix C, which specifies that the amendment
is to be applied to the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax
rates, when there is uncertainty over income tax treatments under Ind AS 12. It outlines the following: (1) the entity has
to use judgement, to determine whether each tax treatment should be considered separately or whether some can be
considered together. The decision should be based on the approach which provides better predictions of the resolution of
the uncertainty (2) the entity is to assume that the taxation authority will have full knowledge of all relevant information
while examining any amount (3) entity has to consider the probability of the relevant taxation authority accepting the tax
treatment and the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates
would depend upon the probability. Effective date for application of this amendment is annual period beginning on or after
April 1, 2019. The Group does not expect any significant impact of the amendment on its financial statements.

(iii) Amendment to Ind AS 12 – Income taxes :


On March 30, 2019, Ministry of Corporate Affairs issued amendments to the guidance in Ind AS 12, ‘Income Taxes’.

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.

(iv) Other Amendments :


Amendments to Ind AS 23, Borrowing costs, Ind AS 28, Long term interest in Associates and Joint ventures, Ind AS 103, Business
combinations, Ind AS 111, Joint arrangements, Ind AS 19 – plan amendment, curtailment or settlement and Ind AS 109 – Prepayment
Features with Negative Compensation are either not applicable to the Group or the Group does not expect any material impact on its
financial statements.

Twenty-seventh Annual Report 2018-19 | 181


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
Note 2 : PROPERTY, PLANT AND EQUIPMENT (H in Crores)
Particulars Freehold Leasehold Owned Office Electrical Furniture Trading Computer Computer Tele- Clearing Total Capital
land land building equipments equipment & & Fixtures systems systems systems communication and work in
(Refer note installations office others systems settlement progress
2.1) automation system
Gross carrying amount
Cost as at 01.04.2017 35.51 107.62 174.51 77.68 104.04 51.72 200.74 28.43 227.72 196.77 31.91 1,236.65 78.90
Additions - - 13.54 16.50 11.83 10.86 12.05 6.10 49.63 37.25 2.79 160.56 97.34
Disposals (3.30) - (3.38) (3.36) (4.45) (2.69) (43.08) (0.51) (24.93) (22.13) (0.42) (108.25) (0.02)
Transfers - - - - - - - - - - - - (144.50)
Closing gross carrying amount 32.21 107.62 184.67 90.82 111.42 59.89 169.71 34.02 252.42 211.89 34.28 1,288.96 31.72
Accumulated depreciation
Accumulated depreciation as at - 27.73 38.20 62.68 42.33 31.66 182.38 22.94 160.83 154.50 28.58 751.83 -
01.04.2017
Depreciation charge during the - 1.29 3.35 8.68 8.61 5.10 10.45 4.31 35.83 22.80 1.90 102.32 -
period

182 | National Stock Exchange of India Limited


Disposals - - (1.10) (3.29) (3.64) (2.41) (43.08) (0.51) (24.16) (21.92) (0.43) (100.54) -
Closing Accumulated depreciation - 29.02 40.45 68.07 47.30 34.35 149.75 26.74 172.50 155.38 30.05 753.61 -
Net carrying amount as at 32.21 78.60 144.22 22.75 64.12 25.54 19.96 7.28 79.92 56.51 4.23 535.35 31.72
31.03.2018
Gross carrying amount
Cost as at 01.04.2018 32.21 107.62 184.67 90.82 111.42 59.89 169.71 34.02 252.42 211.89 34.28 1,288.96 31.72
Additions 10.93 3.83 5.66 0.77 2.34 47.18 58.18 0.97 129.84 83.07
Disposals (0.96) (0.20) (0.79) (0.03) (1.11) (34.60) (69.74) (16.14) (123.58)
Transfers - (108.19)
Currency Fluctuation - - - 0.01 0.03 0.04 - 0.01 0.56 0.06 - 0.70 -
Closing gross carrying amount 32.21 107.62 184.67 100.80 115.07 64.80 170.45 35.25 265.56 200.38 19.11 1,295.92 6.60
Accumulated depreciation
Accumulated depreciation as at - 29.02 40.45 68.07 47.30 34.35 149.75 26.74 172.50 155.38 30.05 753.61 -
01.04.2018
Depreciation charge during the 1.29 3.45 8.19 8.04 5.34 9.50 4.21 40.01 33.27 2.11 115.41 -
period
Disposals - - (0.94) (0.04) (0.40) (0.03) (0.80) (34.60) (69.70) (16.14) (122.65) -
Currency Fluctuation - - (0.00) 0.00 0.00 - 0.00 0.04 0.01 - 0.05 -
Closing Accumulated depreciation - 30.31 43.90 75.32 55.30 39.29 159.22 30.15 177.95 118.96 16.02 746.42 -
Net carrying amount as at 32.21 77.31 140.77 25.48 59.77 25.50 11.23 5.10 87.61 81.43 3.09 549.50 6.60
31.03.2019

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

Note 3 : INTANGIBLE ASSETS (H in Crores)


Other intangible assets Intangible
Goodwill
Computer Software under
Total
software copyrights development
Gross carrying amount
Cost as at 01.04.2017 67.35 234.88 2.59 237.47 34.98
Additions - 36.22 - 36.22 35.52
Disposals - (12.38) - (12.38) (10.00)
Transfers - - - - (26.81)
Currency Fluctuation 0.01 - 0.01
Closing gross carrying amount 67.35 258.73 2.59 261.32 33.69
Accumulated amortisation
Accumulated amortisation as at 01.04.2017 - 189.57 2.59 192.16 -
Amortisation charge during the period - 23.27 - 23.27 -
Disposals - (4.41) - (4.41) -
Closing Accumulated amortisation - 208.43 2.59 211.02 -
Net carrying amount as at 31.03.2018 67.35 50.30 - 50.30 33.69
Gross carrying amount
Cost as at 01.04.2018 67.35 258.73 2.59 261.32 33.69
Additions (Refer Note no. 45) 55.83 65.83 - 65.83 84.80
Disposals - (0.16) - (0.16) (0.72)
Transfers - - - - (25.02)
Currency Fluctuation 0.18 0.18
Closing gross carrying amount 123.18 324.57 2.59 327.16 92.75
Accumulated amortisation
Accumulated amortisation as at 01.04.2018 - 208.43 2.59 211.02 -
Amortisation charge during the period - 26.61 - 26.61 -
Disposals - (0.15) - (0.15) -
Currency Fluctuation 0.03 0.03
Closing Accumulated amortisation - 234.92 2.59 237.51 -
Net carrying amount as at 31.03.2019 123.18 89.65 - 89.65 92.75

Significant estimate: Useful life of Intangible assets under development


The Group has completed the development of software that is used in its various business processes. As at 31 March 2019, the net
carrying amount of this software was Rs. 89.65 crores (31 March 2018: Rs. 50.30 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.

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

Twenty-seventh Annual Report 2018-19 | 183


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

Note 4 : NON-CURRENT INVESTMENTS (contd...)


Particulars 31.03.2019 31.03.2018
Number of (H in Number of (H in
Units Crores) Units Crores)
(A) Investment in equity instruments
(i) Quoted equity instruments at FVOCI
In other companies
Multi Commodity Exchange of India Limited 5,000 0.40 5,000 0.33
Total quoted equity instruments 0.40 0.33
(ii) Unquoted equity instruments at FVOCI
In other companies
National Commodity & Derivative Exchange Limited 76,01,377 134.17 76,01,377 136.51
Goods And Services Tax Network 10,00,000 0.00 10,00,000 -
Total in other companies 134.17 136.51
Total equity instruments 134.57 136.84

(B) Investments in preference shares


Unquoted preference shares
In associate company at FVPL
10% Optionally Convertible Redeemable Preference Shares of Power 50,00,000 - 50,00,000 -
Exchange of India Limited
Total preference shares - -

(C ) Investment in exchange traded funds (ETF)


Quoted exchange traded funds at FVPL
CPSE ETF 1,09,32,095 29.78 1,52,57,095 42.74
SBI-ETF Nifty 50 23,50,000 28.10 41,89,000 42.70
ICICI Prudential Nifty iWIN ETF 23,23,000 28.12 60,06,000 62.65
Kotak Mahindra MF - Kotak Banking ETF 10,03,714 32.93 18,73,628 46.42
R Shares Nifty Bees 4,86,758 59.41 8,33,158 87.42
R Shares Bank Bees 1,81,285 56.53 3,92,285 96.72
Total exchange traded funds 234.87 378.65

(D) Investment in bonds


Quoted bonds at amortised cost
(i) Tax free bonds
7.35% National Bank For Agricultural & Rural Development 5,00,000 51.89 5,00,000 52.01
7.64% National Bank For Agricultural & Rural Development 4,00,000 42.12 4,00,000 42.25
8.67% National Hydroelectric Power Corporation Limited 3,00,000 38.71 3,00,000 38.97
6.86% India Infrastructure Finance Company Limited 2,50,000 24.71 2,50,000 24.64
8.46% Rural Electrification Corporation Limited 350 42.48 650 75.95
8.67% Power Finance Corporation Limited 2,50,000 30.96 2,50,000 31.18
7.18 % Indian Railway Finance Corpn Ltd - Tranche 1 - Series 1 2,50,000 31.49 2,50,000 31.61
7.51% Housing & Urban Development Corporation Limited 2,50,000 25.88 2,50,000 25.94
8.20% Housing & Urban Development Corporation Limited 2,00,000 22.35 2,00,000 22.57
7.39% Housing & Urban Development Corporation Limited 2,00,000 21.87 2,00,000 21.95
7.19% India Infrastructure Finance Company Limited 1,95,000 20.19 1,95,000 20.12
8.20% Power Finance Corporation Limited - Tranche 1 - Series 1 35,436 3.83 1,35,436 14.37
7.27% Power Finance Corporation Limited 1,00,000 11.10 1,00,000 11.15
7.19% Housing & Urban Development Corporation Limited 1,00,000 10.08 1,00,000 10.09

184 | National Stock Exchange of India Limited


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

Note 4 : NON-CURRENT INVESTMENTS (contd...)


Particulars 31.03.2019 31.03.2018
Number of (H in Number of (H in
Units Crores) Units Crores)
7.43% Rural Electrification Corporation Limited - - 1,00,000 10.75
8.66% India Infrastructure Finance Company Limited 1,00,000 11.77 1,00,000 11.83
7.34% Indian Railway Finance Corporation Limited 1,00,000 10.48 1,00,000 10.49
7.35% National Highways Authority Of India 3,50,000 40.70 3,50,000 40.89
7.36% India Infrastructure Finance Company Limited 1,00,000 10.30 1,00,000 10.32
8.40% Indian Railway Finance Corporation Limited 1,00,000 11.69 1,00,000 11.76
8.41% NTPC Limited 1,29,162 14.33 1,29,162 14.53
8.00% Indian Railway Finance Corporation Limited - Tranche 1 - 65,252 6.91 65,252 6.96
Series 1
7.93 % Rural Electrification Corporation Limited - Tranche 1 - Series 1 61,238 6.76 61,238 6.85
8.63% National Housing Bank 80,000 47.57 80,000 48.07
7.40% India Infrastructure Finance Company Limited 50,000 5.46 50,000 5.48
8.66% NTPC Limited 50,000 6.16 50,000 6.20
8.54% Power Finance Corporation Limited 50,000 5.88 50,000 5.93
8.20% National Highways Authority Of India - Tranche 1 - Series 1 37,086 3.86 37,086 3.86
8.68% National Housing Bank 10,000 5.89 10,000 5.96
7.28% National Highways Authority of India 1,100 119.82 1,100 119.93
8.09% Power Finance Corporation Limited - Series 80 A 500 5.36 500 5.44
7.19% Indian Railway Finance Corporation Limited 500 53.79 500 53.84
6.89% National Housing Bank 350 35.87 350 36.05
8.46% National Housing Bank - Series V 300 33.78 300 33.95
7.15% NTPC Limited 200 21.11 200 21.14
8.63% NTPC Limited 200 23.42 200 23.66
8.46% India Infrastructure Finance Company Limited 200 22.72 200 22.85
8.35% Indian Railway Finance Corporation Limited 150 16.21 150 16.21
8.48% India Infrastructure Finance Company Limited 150 16.95 150 17.04
7.21% Rural Electrification Corporation Limited 100 10.41 100 10.44
7% Housing & Urban Development Corporation Limited 100 10.34 100 10.34
7.07% Housing & Urban Development Corporation Limited 100 10.35 100 10.35
7.35% Indian Railway Finance Corporation Limited 1,50,000 17.40 1,50,000 17.51
8.46% Power Finance Corporation Limited 50 6.07 50 6.13
Total tax free bonds 969.05 1,027.56
(ii) Taxable bonds
8.80% Power Grid Corporation of India Limited 500 50.44 500 50.49
8.39% Power Finance Corporation Limited 250 24.92 250 24.90
8.82% Rural Electrification Corporation Limited - Sr 114 150 16.35 150 16.37
11.25% Power Finance Corporation Limited - - - -
8.40% Power Grid Corporation Of India Limited 50 5.32 50 5.31
8.70% Power Grid Corporation of India Limited 50 5.45 50 5.47
Total taxable bonds 102.47 102.54
Total bonds 1,071.52 1,130.11
(E) Investment in debentures
Quoted at amortised cost
7.65% Bajaj Finance Limited - - 300 30.31
8.48% HDB Financial Services Limited - - 250 26.81

Twenty-seventh Annual Report 2018-19 | 185


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

Note 4 : NON-CURRENT INVESTMENTS (contd...)


Particulars 31.03.2019 31.03.2018
Number of (H in Number of (H in
Units Crores) Units Crores)
0% HDB Financial Services Limited - - 250 28.32
7.90% Tata Sons Limited - - 250 26.55
8.79% Bajaj Finance Limited - - 250 25.60
9.25% Tata Sons Limited - - 250 25.54
7.90% Bajaj Finance Limited - - 100 10.43
8.25% Bajaj Finance Limited - - 100 10.58
7.95% HDFC Limited - - 50 52.50
8.72% LIC Housing Finance - - 50 5.21
7.80% HDFC Limited - - 25 25.74
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
7.59% Kotak Mahindra Investments Limited - - 250 25.79
9.44% LIC Housing Finance - - 150 16.04
8.97% Tata Sons Limited 50 5.41 50 5.47
8.97% LIC Housing Finance - - 50 5.27
9.47% Bajaj Finance Limited - - 50 5.34
9.1106% LIC Housing Finance Limited - Colocation (Refer note 4.1) 250 26.01 - -
0% Kotak Mahindra Investments Limited - Colocation 250 22.82 - -
(Refer note 4.1)
Total debentures 160.19 431.52

(F) Investment in government securities


Quoted investment in government securities at FVOCI
7.61% Goverment of India - 154.65 - 154.64
8.60% Government of India - 76.94 - 76.95
8.15% Government of India - 69.78 - 68.90
8.97% Goverment of India - 141.43 - 140.93
6.97% Goverment of India - 58.97 - 58.23
6.79% Goverment of India - 24.05 - 24.23
8.67% Maharashtra SDL - 5.34 - 5.27
Total government securities 531.16 529.17

(G) Mutual Funds


(i) Quoted Mutual funds at FVPL
Fixed Maturity Plans
ICICI Prudential Fixed Maturity Plan - Series 80 - 1187 Days Plan G - 2,50,00,000 28.90 2,50,00,000 26.81
Direct-Growth
Reliance Fixed Horizon Fund - XXXIII - Series 4 - 1208 Days 2,50,00,000 28.97 2,50,00,000 26.86
Reliance Fixed Horizon Fund - XXXIII - Series 6 - 1201 Days - Direct - 2,50,00,000 28.86 2,50,00,000 26.78
Growth
Reliance Fixed Horizon Fund XXXIII Series 3 - 1215 Days - Direct - 2,50,00,000 28.97 2,50,00,000 26.88
Growth
Kotak FMP Series 202 - 1144 Days - Direct - Growth 2,10,00,000 24.17 2,10,00,000 22.46
Birla Sun Life Fixed Term Plan - Series OI (1120 Days) 2,00,00,000 23.14 2,00,00,000 21.49

186 | National Stock Exchange of India Limited


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

Note 4 : NON-CURRENT INVESTMENTS (contd...)


Particulars 31.03.2019 31.03.2018
Number of (H in Number of (H in
Units Crores) Units Crores)
Kotak Fmp Series 199 - 1147 Days 2,00,00,000 23.15 2,00,00,000 21.52
Reliance Fixed Horizon Fund - XXXIII - Series 7 - 1197 Days - Direct - 2,00,00,000 23.06 2,00,00,000 21.39
Growth
Reliance Fixed Horizon Fund XXXII Series 9 - 1285 Days 2,00,00,000 23.19 2,00,00,000 21.51
Reliance Fixed Horizon Fund XXXIII Series 1 - 1222 Days 2,00,00,000 23.22 2,00,00,000 21.51
DSP Blackrock FMP Series 204 - 37M - Direct - Growth 1,50,00,000 17.30 1,50,00,000 16.09
ICICI Prudential Fixed Maturity Plan - Series 80 - 1253 Days Plan J 1,50,00,000 17.40 1,50,00,000 16.14
IDFC Fixed Maturity Plan - Series 131 - 1139 Days - Direct - Growth 1,50,00,000 17.26 1,50,00,000 16.06
Kotak FMP Series 200 - 1158 Days 1,50,00,000 17.33 1,50,00,000 16.11
Birla Sun Life Fixed Term Plan - Series Oe - 1153 Days 1,00,00,000 11.57 1,00,00,000 10.74
Birla Sun Life Fixed Term Plan - Series Og - 1146 Days 1,00,00,000 11.55 1,00,00,000 10.73
Birla Sun Life Fixed Term Plan - Series Oh - 1120 Days 1,00,00,000 11.60 1,00,00,000 10.77
Birla Sun Life Fixed Term Plan - Series OK (1135 Days) - Direct - 1,00,00,000 11.53 1,00,00,000 10.71
Growth
DSP Blackrock FMP Series 205 - 37M - Direct - Growth 1,00,00,000 11.54 1,00,00,000 10.72
ICICI Prudential Fixed Maturity Plan - Series 80 - 1227 Days Plan Q 1,00,00,000 11.58 1,00,00,000 10.73
ICICI Prudential Fixed Maturity Plan - Series 80 - 1231 Days Plan P 1,00,00,000 11.59 1,00,00,000 10.74
ICICI Prudential Fixed Maturity Plan - Series 80 - 1225 Days Plan T - 1,00,00,000 11.54 1,00,00,000 10.69
Direct - Growth
ICICI Prudential Fixed Maturity Plan - Series 80 - 1233 Days Plan O 1,00,00,000 11.59 1,00,00,000 10.74
IDFC Fixed Maturity Plan - Series 129 - 1147 Days 1,00,00,000 11.56 1,00,00,000 10.77
Invesco India Fixed Maturity Plan - Series 29 - Plan B (1150 Days) - 1,00,00,000 11.53 1,00,00,000 10.71
Direct - Growth
UTI Fixed Term Income Fund Series XXVI-VIII (1154 Days) - Direct - 1,00,00,000 11.49 1,00,00,000 10.68
Growth
UTI-FTIF-XXVI-VI (1146 Days) 1,00,00,000 11.55 1,00,00,000 10.73
DHFL Pramerica Fixed Duration Fund Series AE 1,50,000 17.37 1,50,000 16.11
Reliance Fixed Horizon Fund Xxxiv Series 7 - 1105 Days - Direct - 1,00,00,000 11.27 1,00,00,000 10.47
Growth
HDFC FMP 1430D - Series 38 - Direct - Growth 1,00,00,000 11.11 1,00,00,000 10.32
Reliance Fixed Horizon Fund - Xxxiv - Series 9 - Direct - Growth 97,50,000 10.92 97,50,000 10.14
Reliance Fixed Horizon Fund - XXXVIII - Series 12 - Direct - Growth 20,00,000 2.14 - -
Reliance Fixed Horizon Fund - Xxxvii - Series 04 - Direct - Growth 25,00,000 2.73 - -

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

Twenty-seventh Annual Report 2018-19 | 187


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
Note 4 : NON-CURRENT INVESTMENTS (contd...)
Particulars 31.03.2019 31.03.2018
Number of (H in Number of (H in
Units Crores) Units Crores)
(ii) Unquoted Mutual funds at FVPL
Axis Liquid Fund - Direct - Growth 2,16,606 44.91 - -
Reliance Money Market Fund - Direct - Growth 1,66,307 47.22 - -
UTI Treasury Advantage Fund - Direct - Growth 29,229 7.61 33,123 8.00
IDFC Low Duration Fund - Direct - Growth 39,28,288 10.51 - -
Invesco India Liquid Fund - Direct - Growth 1,48,883 38.30 - -
ICICI Prudential Money Market Fund - Direct - Growth 16,18,753 42.11 - -
HDFC Money Market Fund - Direct - Growth 1,17,911 46.21 - -
UTI Money Market - Direct Plan - Growth 1,55,818 32.92 - -
Mirae Asset Cash Management Fund - Direct - Growth 1,06,474 20.99 - -
Kotak Liquid Fund - Direct - Growth 8,701 3.29 - -
SBI Magnum Ultra Short Duration Fund - Direct - Growth 1,09,859 45.81 - -
ICICI Prudential Ultra Short Term Plan - Direct - Growth - - 1,08,01,217 19.76
Axis Treasury Advantage Fund - Growth - Direct Plan - - 1,02,211 20.25
Baroda Pioneer Treasury Advantage Fund - Plan B - Direct - Growth - - 71,222 14.73
Kotak Treasury Advantage Fund – Direct - Growth - - 68,38,294 19.30
Reliance Medium Term Fund - Direct - Growth - - 51,46,322 19.13
HDFC Floating Rate Income Fund - Stp - Direct - Growth - - 60,98,830 18.53
UTI Floating Rate Fund - Stp - Direct – Growth - - 62,902 18.31
IDFC Money Manager - Treasury Plan - Direct - Growth - - 64,58,675 18.03
Birla Sun Life Floating Rate Fund - Ltp - Direct - Growth - - 8,31,723 17.91
Reliance Liquid Fund - Cash Plan - Direct - Growth - - 48,451 13.60
JM High Liquidity Fund - Direct Growth - - 27,09,787 12.89
Principal Cash Management - Direct Plan - Growth - - 33,926 5.74
IDFC Ultra Short Term Fund - Direct - Growth - - 39,28,288 9.74
Reliance Money Manager Fund - Growth - Direct - - 25,439 6.20
Aditya Birla Sun Life Cash Manager - Direct - Growth - - 4,26,360 18.59
Aditya Birla Sun Life Savings Fund - Direct - Growth - - 11,35,875 39.07
Total unquoted mutual funds 339.88 279.77
Total non-current investments 3,122.99 3,403.24
Total non-current investments
Aggregate Book value - Quoted Investments 2,648.94 2,986.96
Aggregate Book Value - Unquoted Investments 474.04 416.28
Aggregate Market Value of Quoted Investments 2,685.79 3,025.26
Aggregate amount of impairment in the value of investments 12.22 12.22
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.48.28 crores (fair value : Rs.48.83
crores) as of March 31, 2019 (March 31, 2018 : Nil, fair value) have been earmarked / restricted pursuant to the SEBI directive in
the colocation matter [Refer also Note 34 (b)].

188 | National Stock Exchange of India Limited


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

Note 5 : OTHER FINANCIAL ASSETS (NON-CURRENT) (H in Crores)


Particulars 31.03.2019 31.03.2018
Non-current bank balances
Fixed deposits with maturity for more than 12 months 88.90 187.63
Earmarked fixed deposits with maturity for more than 12 months (Refer note 5.1) 87.36 72.46
Earmarked fixed deposits with maturity for more than 12 months towards Core 1,030.05 754.53
Settlement Guarantee fund
Total (a) 1,206.31 1,014.62
Others
Security deposit for utilities and premises 3.83 2.82
Interest accrued on bank deposits(Refer note 5.1) 7.68 17.85
Interest accrued on bank deposits towards Core Settlement Guarantee fund 63.59 40.15
Deposit with financial institution at amortised cost (Refer note 5.2) 100.56 -
Total (b) 175.66 60.82
5.1 Earmarked deposits includes deposits towards listing entities, defaulter members , investor services fund, central KYC project
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 34 (b))

Note 6 : OTHER FINANCIAL ASSETS (CURRENT) (H in Crores)


Particulars 31.03.2019 31.03.2018
Security deposit for utilities and premises 6.02 4.31
Interest accrued on bank deposits 76.19 68.79
Interest accrued on bank deposits towards Core Settlement Guarantee Fund 80.28 97.24
Contract Asset 18.85 5.32
Deposit with financial institution at amortised cost (Refer note 6.1) 25.33 -
Receivables from related party (Refer Note 32) 2.75 1.28
Other receivables 30.24 25.80
Total 239.66 202.74

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))

Note 7 : OTHER NON-CURRENT ASSETS (H in Crores)


Particulars 31.03.2019 31.03.2018
Capital advances 0.67 1.11
Prepaid expenses 5.36 2.94
Securities Transaction Tax paid (Refer note 7.1) 10.59 10.59
Other receivables 0.78 -
17.40 14.64

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))

Twenty-seventh Annual Report 2018-19 | 189


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

Note 8 : OTHER CURRENT ASSETS (H in Crores)


Particulars 31.03.2019 31.03.2018
Other Advance recoverable 25.99 9.55
Balances with statutory authorities 67.23 40.78
Prepaid expenses 39.85 30.18
Other receivables 6.53 6.34
139.60 86.85

Note 9 : CURRENT INVESTMENTS (contd.)


Particulars 31.03.2019 31.03.2018
Number of (H in Number of (H in
Units Crores) Units Crores)
(A) Investment in bonds
Quoted bonds at amortised cost
(i) Taxable bonds
11.25% Power Finance Corporation Limited - - 100 10.48
Total taxable bonds - 10.48
Total bonds - 10.48

(B) Investment in debentures


(i) Quoted debentures at amortised cost
0% Kotak Mahindra Investments Limited - Colocation (Refer note 9.1) 700 64.74 - -
7.55% Kotak Mahindra Prime Limited - Colocation (Refer note 9.1) 500 52.48 - -
8.10% Tata Capital Financial Services Limited - Colocation (Refer note 300 30.79 - -
9.1)
8.25% Bajaj Finance Limited - Colocation (Refer note 9.1) 250 26.19 - -
7.79% Kotak Mahindra Prime Limited - Colocation (Refer note 9.1) 250 26.68 - -
9.1756% HDB Financial Services limited - Colocation (Refer note 9.1) 250 25.76 - -
8.16% Tata Capital Financial Services Limited - Colocation (Refer note 200 20.90 - -
9.1)
8.97% LIC Housing Finance Limited - Colocation (Refer note 9.1) 50 5.20 - -
7.8834% Bajaj Finance Limited - Colocation (Refer note 9.1) 50 5.17 - -
7.95% HDFC Limited 50 52.43 - -
9.44% LIC Housing Finance 400 42.13 - -
0% HDB Financial Services Limited 250 30.58 - -
7.65% Bajaj Finance Limited 300 30.31 - -
8.48% HDB Financial Services Limited 250 26.87 - -
7.65% Kotak Mahindra Prime Limited 250 26.84 - -
8.45% Housing Development Finance Corporation Limited 25 26.77 - -
7.85% Housing Development Finance Corporation Limited 25 26.44 - -
7.90% Tata Sons Limited 250 26.56 - -
7.59% Kotak Mahindra Investments Limited 250 25.79 - -
7.80% HDFC Limited 25 25.75 - -
8.79% Bajaj Finance Limited 250 25.33 - -

190 | National Stock Exchange of India Limited


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

Note 9 : CURRENT INVESTMENTS (contd.)


Particulars 31.03.2019 31.03.2018
Number of (H in Number of (H in
Units Crores) Units Crores)
9.25% Tata Sons Limited 250 25.16 - -
9.4554% Sundaram Finance Limited 150 22.66 - -
8.25% Bajaj Finance Limited 100 10.52 - -
7.90% Bajaj Finance Limited 100 10.41 - -
9.47% Bajaj Finance Limited 50 5.26 - -
8.97% LIC Housing Finance 50 5.22 - -
8.72% LIC Housing Finance 50 5.17 - -
8.80% Kotak Mahindra Prime Limited - - 450 47.88
8.71% Can Fin Homes Limited - - 350 36.98
8.90% IL&FS Financial Services Limited 2,50,000 26.18 2,50,000 25.07
8.77% ICICI Home Finance Company Limited - - 500 25.05
8.90% Sundaram Finance Limited - - 250 26.74
8.75% Tata Capital Limited - - 250 26.45
8.74% Infrastructure Leasing & Financial Services Limited - - 2,50,000 26.40
8.58% Tata Motors Finance Limited - - 250 26.41
9.90% Tata Sons Limited - - 250 26.23
8.70% IL&FS Financial Services Limited 2,50,000 27.17 2,50,000 26.08
8.58% Infrastructure Leasing & Financial Services Limited 2,50,000 26.78 2,50,000 25.71
0% Infrastructure Leasing & Financial Services Limited - - 1,50,000 19.30
8.80% Kotak Mahindra Prime Limited - - 150 15.96
8.80% Can Fin Homes Limited - - 100 10.66
8.71% HDB Financial Services Limited - - 100 10.54
8.41% Can Fin Homes Limited - - 100 10.39
8.90% HDB Financial Services Limited - - 100 10.18
9.05% Fullerton India Credit Company Limited - Series 33-A - - 50 5.41
10.25% Mahindra & Mahindra Financial Services Limited - - 50 5.28
8.58% Sundaram Finance Limited - - 50 5.41
9% Shriram Transport Finance Company Limited - - 50 5.42
8.45% Can Fin Homes Limited - - 50 5.17
Less : Impairment losses on financial assets (Refer Note 40 D) (80.13)
Total quoted debentures 708.11 422.72

(C) Investment in mutual funds


(i) Unquoted Mutual funds at FVPL
Aditya Birla Sun Life Cash Manager - Direct - Growth 41,382 1.96 4,06,984 17.74
Aditya Birla Sun Life Floating Rate Fund - LTP - Direct - Growth 6,37,375 14.85 6,37,375 13.72
Aditya Birla Sun Life Floating Rate Fund - LTP - Direct - Growth Lien 1,91,195 4.46 1,93,079 4.16
Marked
Aditya Birla Sun Life Low Duration Fund - Direct - Growth 1,79,008 8.47 - -
Aditya Birla Sun Life Money Manager Fund - Direct - Growth 14,14,555 35.60 - -

Twenty-seventh Annual Report 2018-19 | 191


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

Note 9 : CURRENT INVESTMENTS (contd.)


Particulars 31.03.2019 31.03.2018
Number of (H in Number of (H in
Units Crores) Units Crores)
Aditya Birla Sun Life Money Manager Fund - Direct - Growth - 79,90,794 201.13 - -
Colocation (Refer note 9.1)
Aditya Birla Sun Life Savings Fund - Direct - Growth 3,27,773 12.19 6,31,130 21.71
Aditya Birla Sun Life Savings Fund - Direct - Growth - Colocation (Refer - - 32,82,008 112.88
note 9.1)
Axis Liquid Fund - Direct - Growth 2,55,707 53.02 2,24,037 43.18
Axis Liquid Fund - Direct - Growth - Colocation 1,08,663 22.53 - -
Axis Liquid Fund - Direct - Growth - Lien Mark 3,584 0.74 1,840 0.35
Axis Treasury Advantage Fund - Growth - Direct Plan 1,02,153 21.92 6,16,224 122.07
DSP Black Rock Ultra Short Term Fund - - 16,22,981 2.07
DSP Blackrock Money Manager Fund - Direct - Growth 18,207 4.62 - -
DSP Blackrock Ultra Short Term Fund - Direct - Growth - Colocation
(Refer note 9.1) - - 13,67,64,789 174.28
DSP Blackrock Ultra Short Term Fund - Direct - Growth - - 1,23,73,638 15.77
DSP Liquidity Fund - Direct - Growth 37,442 10.01 -
Edelweiss Liquid Fund - Direct - Growth 1,60,152 38.49 - -
HDFC Floating Rate Income Fund - Stp - Direct - Growth - - 5,45,65,681 165.78
HDFC Liquid Fund - Direct - Growth 13,310 4.90 7,010 2.40
HDFC Money Market Fund - Direct - Growth - Colocation (Refer note 9.1) 6,15,886 241.39 - -
HDFC Regular Savings Fund - Direct - Growth - - 5,83,563 2.06
HDFC Ultra Short Term Fund - Direct - Growth 4,89,344 0.51 - -
HDFC Regular Savings Fund - Direct - Growth - -
HSBC Cash Fund – Direct - Growth - - 1,15,976 20.06
ICICI Prudential Corporate Bond Fund - Direct - Growth 28,46,774 5.60 - -
ICICI Prudential Flexible Income Plan - Growth - Direct - - 41,93,337 140.42
ICICI Prudential Liquid - Direct Plan - Growth 3,88,849 10.75 3,24,711 8.35
ICICI Prudential Money Market Fund - Direct - Growth 1,19,77,466 311.61 39,098 0.94
ICICI Prudential Savings Fund - Direct Plan - Growth 6,60,699 23.84 - -
ICICI Prudential Ultra Short Term Plan - Direct - Growth - - 78,72,005 14.40
IDFC Bond Fund - Short Term Plan - Growth - Direct 30,34,799 12.00 - -
IDFC Low Duration Fund - Direct - Growth 50,18,809 13.42 - -
IDFC Money Manager - Direct - Growth 2,47,991 0.74 40,87,652 11.10
IDFC Money Manager - Treasury Plan - Direct - Growth - - 33,22,812 9.27
IDFC Ultra Short Term Fund - Dir - Growth - Colocation - Lien Mark 2,56,33,104 68.56 2,56,33,104 63.56
IDFC Ultra Short Term Fund - Direct - Growth - - 63,16,387 15.66
Invesco India Liquid Fund - Direct - Growth 73,784 18.98 - -
Invesco India Money Market Fund - Direct - Growth 68,506 14.87 - -
Invesco India Money Market Fund - Direct - Growth - Colocation 4,54,782 98.70 - -
(Refer note 9.1)
Invesco India Ultra Short Term Fund - Direct – Growth - - 6,552 1.60

192 | National Stock Exchange of India Limited


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

Note 9 : CURRENT INVESTMENTS (contd.)


Particulars 31.03.2019 31.03.2018
Number of (H in Number of (H in
Units Crores) Units Crores)
Invesco India Ultra Short Term Fund - Direct – Growth - Colocation - - 3,57,392 87.37
(Refer note 9.1)
Invesco India Liquid Fund - Direct Plan Growth(LF-D1) 29,179 7.51 - -
JM High Liquidity - Direct – Growth – Lien Mark - - 74,539 0.35
JM High Liquidity Fund - Direct Growth - - 1,19,44,911 56.82
JM Liquid Fund - Direct - Growth 40,39,133 20.68 - -
JM Liquid Fund - Direct - Growth - Lien Mark 74,539 0.38 - -
Kotak Floater - Short Term - Direct - Growth - - 13,727 3.91
Kotak Liquid Fund - Direct - Growth 21,370 8.09 31,070 10.94
Kotak Money Market Scheme - Direct Plan - Growth 1,050 0.32 - -
Kotak Savings Fund - Direct - Growth 1,34,59,843 41.12 - -
Kotak Treasury Advantage Fund - Direct - Growth 7,33,065 2.24 43,38,879 12.25
L&T Liquid Fund - Direct - Growth 2,51,986 64.57 2,51,986 60.05
L&T Ultra Short Term Fund - Direct - Growth 2,05,04,688 63.85 8,35,99,661 241.04
LIC MF Liquid Fund - Direct - Growth 82,609 28.00 401 0.13
LIC MF Savings Fund - Direct - Growth 44,74,344 13.36 72,45,359 20.01
LIC MF Savings Plus Fund - Direct – Growth - Colocation (Refer note - - 6,08,74,471 168.12
9.1)
Mirae Asset Cash Management Fund - Direct Plan - Growth 1,62,256 31.98 55,591 10.19
Reliance Liquid Fund - Direct - Growth 31,956 14.58 1,58,262 44.43
Reliance Low Duration Fund - Growth - Direct 4,908 1.30 - -
Reliance Medium Term Fund - Direct - Growth - - 39,35,964 14.64
Reliance Money Manager Fund - Direct – Growth - Colocation (Refer - - 5,58,037 136.01
note 9.1)
Reliance Money Manager Fund - Growth - Direct - - 4,908 1.20
Reliance Money Market Fund - Direct - Growth 1,89,456 53.79 - -
Reliance Prime Debt Fund - Direct - Growth 32,65,021 13.10 - -
Reliance Ultra Short Duration Fund - Direct - Growth 4,688 1.43 - -
SBI Banking & PSU Fund - Direct - Growth - Lien Marked 9,426 2.02 - -
SBI Magnum Low Duration Fund - Direct - Growth Lien Marked 1,711 0.42 - -
SBI Magnum Ultra Short Duration Fund - Direct - Growth 49,886 20.80 - -
SBI Magnum Ultra Short Duration Fund - Direct - Growth - Colocation 5,90,839 246.25 - -
(Refer note 9.1)
SBI Premier Liquid Fund - Direct - Growth 83,200 24.37 - -
SBI Shdf - Ultra Short Term - Direct – Growth Lien Marked - - 6,434 1.45
SBI Shdf - Ultra Short Term - Growth - Direct Plan - - 5,553 1.25
SBI Short Term Debt Fund - Dir - Growth - - 5,01,241 1.03
Sundaram Low Duration Fund - Direct - Growth 35,67,336 9.39 - -
Sundaram Ultra Short Term - Direct Plan - Growth - - 97,59,292 23.76
Tata Liquid Fund Direct Plan - Growth - - 81,194 26.01

Twenty-seventh Annual Report 2018-19 | 193


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

Note 9 : CURRENT INVESTMENTS (contd.)


Particulars 31.03.2019 31.03.2018
Number of (H in Number of (H in
Units Crores) Units Crores)
Tata Treasury Advantage Fund - Direct - Growth 3,099 0.89 - -
Tata Ultra Short Term Fund - Direct - Growth - - 23,595 6.27
Tata Ultra Short Term Fund - Direct - Growth - Colocation (Refer note - - 6,93,147 184.17
9.1)
Templeton India TMA - Direct - Growth 76,651 21.45 76,651 19.92
UTI Floating Rate Fund - Stp - Direct – Growth - - 29,502 8.59
UTI Floating Rate Fund - Stp - Direct – Growth Lien Marked - - 5,048 1.47
UTI Liquid Fund - Cash Plan -Direct- Growth 2,61,137 79.93 694 0.20
UTI Money Market - Direct Plan - Growth 34,468 7.28 3,88,330 75.71
UTI Money Market - Direct Plan - Growth - Colocation (Refer note 9.1) 7,30,395 154.30 - -
UTI Money Market Fund - Institutional Plan - Direct - Growth - - 2,592 0.51
UTI Treasury Advantage Fund - Direct - Growth 31,234 8.13 51,591 12.45
UTI Treasury Advantage Fund - Direct - Growth - Lien Marked 12,277 3.19 2,954 0.71
UTI Treasury Advantage Fund - Direct - Growth - Colocation (Refer - - 9,37,102 226.17
note 9.1)
UTI Ultra Short Term Fund - Direct - Growth 37,844 11.88 - -
Reliance Ultra Short Duration Fund 0.10
Invesco Asset Management (India) Private Limited 28,879 7.63
Axis Management Company Limited 93,283 20.02
Axis Management Company Limited 2,504 0.52
Reliance Mutual Fund 49,075 12.96
Reliance Mutual Fund 42,304 12.01
Sundaram Mutual Fund 52,34,190 13.77
L&T Mutual Fund 45,05,258 14.03
Total mutual funds 2,293.47 2,440.69
Total current investments 3,001.58 2,873.89
Aggregate Book value - Quoted Investments 708.11 433.20
Aggregate Book Value - Unquoted Investments 2,293.47 2,440.69
Aggregate Market Value of Quoted Investments 712.74 433.96
Aggregate amount of impairment in the value of investments 80.13 -

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)].

194 | National Stock Exchange of India Limited


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

Note 10 : TRADE RECEIVABLES (H in Crores)


Particulars 31.03.2019 31.03.2018
Trade Receivables 457.67 397.76
Less : Loss Allowance (5.16) (0.71)
452.51 397.05
Break up of security details
Trade Receivables considered good - Secured 338.20 310.28
Trade Receivables considered good - Unsecured 119.47 88.11
Trade Receivables which have significant increase in credit risk - -
Trade Receivables - credit impaired - -
Total 457.67 398.39
Loss allowance (5.16) (0.71)
Total Trade Receivables 452.51 397.68

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

Twenty-seventh Annual Report 2018-19 | 195


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

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.

Note 13 a : EQUITY SHARE CAPITAL (H in Crores)


Particulars 31.03.2019 31.03.2018
Authorised
50,00,00,000 Equity Shares of Re. 1 each.
(Previous year: 50,00,00,000 equity shares of Re.1 each) 50.00 50.00
Issued, subscribed and paid-up
49,50,00,000 equity shares of Re. 1 each, fully paid up 49.50 49.50
(Previous year: 49,50,00,000 equity shares of Re. 1 each, fully paid up)
Total 49.50 49.50

Terms and rights attached to equity shares


The Company has only one class of equity shares having a par value of Re. 1 per share. They entitle the holder to participate in
dividends. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by
the shareholders.

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

Details of shareholders holding more than 5% share in the Company (% shareholding)


Particulars 31.03.2019 31.03.2018
Life Insurance Corporation of India 12.51% 12.51%
State Bank of India - 5.19%

196 | National Stock Exchange of India Limited


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
Note 13 b : OTHER EQUITY (H in Crores)
Particulars Reserves and Surplus Other Reserves Total other Non Total other
Securities Retained CSR Liquidity Other Total FVOCI equity FVOCI debt Foreign Total Equity Controlling Equity
premium earnings * Reserve Enhancement reserves** Reserves instruments instruments Currency other Interests
reserve Scheme ( Refer and Surplus Translation reserves
Incentive Note 13b) Reserve
Reserve
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
Profit for the period - 1,461.47 - - - 1,461.47 - - - - 1,461.47 - 1,461.47
Transfer to CSR Reserve - 72.06 (72.06) - - - - - - - - - -
Other Comprehensive Income - (0.91) - - - (0.91) 6.67 (14.82) 0.29 (7.86) (8.77) - (8.77)
Appropriation to Core Settlement Guarantee - (165.43) - - - (165.43) - - - - (165.43) - (165.43)
Fund (net of tax)
Share Issue Expenses - (0.38) - - - (0.38) - - - - (0.38) - (0.38)
Contribution to Investor Protection Fund - (0.10) - - - (0.10) - - - - (0.10) - (0.10)
Transfer to Liquidity Enhancement Scheme - (5.08) - 5.08 - - - - - - - - -
Incentive Reserve
Liquidity Enhancement Scheme Incentive - 1.50 - (1.50) - - - - - - - - -
paid/payable
Transaction with owners in their capacity as - -
owners
Dividend paid (including dividend distribution - (1,146.86) - - - (1,146.86) - - - - (1,146.86) - (1,146.86)
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
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 Guarantee - (11.30) - - - (11.30) - - - - (11.30) - (11.30)
Fund (net of tax)
Appropriation to Settlement Guarantee Fund (250.00) - - - (250.00) - - - - (250.00) - (250.00)
(SGF)- Commodity derivatives
Contribution to Investor Protection Fund - - - - - - - - (0.01) (0.01) (0.01) - (0.01)
Transfer to Liquidity Enhancement Scheme - (12.11) - 12.11 - - - - - - - - -
Incentive Reserve
Liquidity Enhancement Scheme Incentive - 14.18 - (14.18) - - - - - - - - -
paid/payable
Transaction with owners in their capacity as - -
owners
Dividend paid (including dividend distribution - (1,014.47) - - - (1,014.47) - - - - (1,014.47) - (1,014.47)
tax)
Non-Controlling Interest on acquisition of - - - - - - - - - 1.37 1.37
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

(H in Crores)
Particulars 31.03.2019 31.03.2018
* Includes General Reserves 4,441.04 4,441.04

** Includes capital reserve on consolidation 39.39 39.39


** Includes capital redemption reserve 13.00 13.00
** Includes staff welfare reserve 1.50 1.50
** Includes investor compensation activities 10.00 10.00

Twenty-seventh Annual Report 2018-19 | 197


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
Other Equity
Securities premium reserve
Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the
provisions of the Companies Act, 2013.

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.

FVOCI equity investments


The Group has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive
income. These changes are accumulated within the FVOCI equity investments reserve within equity. The Group transfers amounts
from this reserve to retained earnings when the relevant equity securities are derecognised.

Debt Instruments through Other Comprehensive Income:


The fair value change of the debt instruments measured at fair value through other comprehensive income is recognised in debt
instruments through other comprehensive income. Upon derecognition, the cumulative fair value changes on the said instruments
are reclassified to the Statement of Profit and Loss.

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.

198 | National Stock Exchange of India Limited


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

Note 14 : TRADE PAYABLES (CURRENT) (H in Crores)


Particulars 31.03.2019 31.03.2018
Trade payables to MSME (Refer note 35) 0.14 1.21
Trade payables 127.27 128.16
Trade payables to related parties (Refer note 32) 0.72 0.09
Total 128.13 129.46

Note 15 : OTHER FINANCIAL LIABILITIES (NON-CURRENT) (H in Crores)


Particulars 31.03.2019 31.03.2018
Obligations under finance lease 9.57 9.64
Other liabilities 0.09 -
Total 9.66 9.64

Note 16 : OTHER FINANCIAL LIABILITIES (CURRENT) (H in Crores)


Particulars 31.03.2019 31.03.2018
Deposits - premises 5.72 5.31
Creditors for capital expenditure 43.44 16.89
Defaulters fund pending claims 89.86 83.01
Margin money from members(Refer note 16.1) 2,586.83 1,286.83
Settlement obligation payable(Refer note 16.1) 3,489.82 4,260.21
Obligations under finance lease 1.83 1.20
Other liabilities 50.34 44.24
Total 6,267.84 5,697.69

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)

Note 17a : PROVISION (NON CURRENT) (H in Crores)


Particulars 31.03.2019 31.03.2018
Employee benefits obligation
Provision for gratuity 8.12 11.11
Provision for variable pay and allowance 11.67 9.76
Total 19.79 20.87

Note 17b : CONTRACT LIABILITIES - CURRENT (H in Crores)


Particulars 31.03.2019 31.03.2018
Contract Liabilities related to listing services 13.02 -
Total 13.02 -

Note 18 : PROVISION (CURRENT) (H in Crores)


Particulars 31.03.2019 31.03.2018
Employee benefits obligation
Provision for gratuity 4.98 4.22
Provision for variable pay and allowance 52.86 36.98
Provision for leave encashment 18.64 19.80
Total 76.48 61.00

Twenty-seventh Annual Report 2018-19 | 199


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

Note 19 : INCOME TAXES (H in Crores)


Particulars 31.03.2019 31.03.2018
(a) Income tax expense
Current Tax
Current tax expense 857.84 681.05
Deferred Tax
Decrease (increase) in deferred tax assets (2.25) (10.26)
Increase (decrease) in deferred tax liabilities 12.58 64.78
Total deferred tax expense (benefit) 10.33 54.52
Total Income tax expenses(Refer note 19.1) 868.17 735.57
19.1 This excludes deferred tax benefit/expense on other comprehensive income 1.05 6.56
This excludes income tax benefit adjusted in other equity 6.16 33.47

(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

(c) Deferred tax (liabilities)/assets (net)


The balance comprises temporary differences attributable to: (H in Crores)
Particulars 31.03.2019 31.03.2018
Deferred income tax assets
Property, plant and equipment and investment property 2.16 2.29
Provision for leave encashment 5.25 5.07
Financial Assets at Fair Value through profit and Loss 0.42 0.42
Financial Assets at Fair Value through OCI 6.31 7.89
Others 32.44 28.77
Total deferred tax assets 46.57 44.44
Deferred income tax liabilities
Property, plant and equipment and investment property 9.28 17.46
Financial Assets at Fair Value through OCI 12.58 13.75
Financial Assets at Fair Value through profit and Loss 73.14 69.15
Tax on undistributed earning of Associates 82.23 75.58
Others 15.17 19.90
Total deferred tax liabilities 192.40 195.84
Net Deferred tax (liabilities) / assets (145.83) (151.40)
Deferred tax assets 8.88 5.49
Deferred tax liabilities (154.71) (156.89)

200 | National Stock Exchange of India Limited


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

(d) Deferred tax assets


Movements in deferred tax assets (H in Crores)
Financial Financial
Property, Provision
Assets at Fair Assets at Fair
plant and for leave Others Total
Value through Value through
equipment encashment
profit and Loss OCI
At 1 April 2017 3.63 4.74 - (0.07) 17.77 26.07
Charged/(credited)
- to profit or loss (1.34) 0.33 0.42 10.84 10.25
- to other comprehensive income - - - 7.96 0.16 8.12
At 31 March 2018 2.29 5.07 0.42 7.89 28.77 44.44
Charged/(credited)
- to profit or loss (0.13) 0.18 - (0.04) 2.25 2.25
- to other comprehensive income - - - (1.54) 1.42 (0.12)
At 31 March 2019 2.16 5.25 0.42 6.31 32.44 46.57
(e) Movements in deferred tax liabilities (H in Crores)
Financial Financial Tax on
Property,
Assets at Fair Assets at Fair undistributed
plant and Others Total
Value through Value through earning of
equipment
profit and Loss OCI * Associates
At 1 April 2017 25.98 39.31 12.18 60.38 3.44 141.29
Charged/(credited)
- to profit or loss (8.52) 29.84 - 25.81 17.64 64.77
- to others - - (10.61) (1.17) (11.78)
- to other comprehensive income 1.57 (0.01) 1.56
At 31 March 2018 17.46 69.15 13.75 75.58 19.90 195.84
Charged/(credited)
- to profit or loss (8.18) 3.99 21.34 (4.57) 12.58
- to other comprehensive income - (1.17) (1.17)
-to others (14.69) (0.16) (14.85)
At 31 March 2019 9.28 73.14 12.58 82.23 15.17 192.40
*This includes amount of Rs.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.

(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.

Twenty-seventh Annual Report 2018-19 | 201


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

Note 20 : INCOME TAX LIABILITIES (NET) (H in Crores)


Particulars 31.03.2019 31.03.2018
Income tax (net of advances) 124.46 97.58
Fringe Benefit Tax (net of Advances) 0.01 0.02
Wealth tax (net of advances) 0.29 0.27
124.76 97.87

Note 21 : INCOME TAX ASSETS (NET) (H in Crores)


Particulars 31.03.2019 31.03.2018
Income tax paid including TDS (net of provisions) 421.71 273.25
Fringe benefit tax (net of provisions) 2.25 2.34
423.96 275.59

Note 22 : OTHER NON-CURRENT LIABILITIES (H in Crores)


Particulars 31.03.2019 31.03.2018
Deposit - STT (Refer note no. 7.1) 5.39 5.39
Total 5.39 5.39

Note 23 : OTHER CURRENT LIABILITIES (H in Crores)


Particulars 31.03.2019 31.03.2018
Securities Transaction Tax payable 230.91 163.72
Statutory dues payable 124.73 89.92
Advance from customers 48.50 60.74
Others 37.14 33.68
Total 441.28 348.06

Note 24 : DEPOSITS (H in Crores)


Particulars Current Current
31.03.2019 31.03.2018
Deposits from trading members 1,007.57 1,026.45
Deposits from applicants for membership 9.84 3.05
Deposits from mutual fund distributors 3.07 4.28
Deposits towards equipments 25.13 26.56
Deposits from clearing members 321.74 323.73
Deposits in lieu of bank guarantee/securities from clearing members 73.62 67.93
Deposits from clearing banks 394.05 377.12
Deposits - listing & book building 56.36 86.79
Total 1,891.38 1,915.91

202 | National Stock Exchange of India Limited


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

Note 25 : REVENUE FROM OPERATIONS (H in Crores)


For the year For the year
ended ended
31.03.2019 31.03.2018
Revenue from contracts with customers :
Trading services
Transaction charges (Refer note 25.2) 2,034.07 1,745.45
Listing services
Listing fees 88.96 67.28
Processing fees 17.41 32.86
Book building fees 9.69 30.02
116.06 130.16
Colocation Charges (Refer note 25.3) 136.97 103.56
Technology services
Application development & maintenance services 32.15 31.41
Infrastructure management services 1.93 4.20
E-Learning solutions 175.01 92.76
209.09 128.37
Data Feed services
Online datafeed service fees 100.64 81.40
Licensing services
Index licensing & Data subscription fees 72.90 77.46
Clearing & Settlement Services 2.22 0.58
Registration & test enrolment fees 23.55 21.09
Others 52.84 47.10
Total (Refer note 25.1) 2,748.34 2,335.17
Other operating revenues :
Income on investments(Refer note 25.4) 249.08 255.75
Net fair value gain on financial assets mandatorily measured at FVPL 12.60 16.99
Net gain on sale of financial assets mandatorily measured at FVPL 17.77 1.23
279.45 273.97
Total 3,027.79 2,609.14

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.

Twenty-seventh Annual Report 2018-19 | 203


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

Note 26 : OTHER INCOME (H in Crores)


For the year For the year
ended ended
31.03.2019 31.03.2018
Other income
Dividend income
- from equity investments designated at FVOCI 0.24 0.27
- from other investments - 0.52
Interest income from financial assets at amortised cost 106.67 145.96
Interest income from financial assets designated at FVOCI 40.45 38.52
Rental income 5.81 5.88
Miscellaneous income 8.64 6.02
161.81 197.17
Other gains/ (losses)
Net gain / (loss) on financial assets mandatorily measured at FVPL 132.96 125.56
Net gain on sale of financial assets measured at FVOCI(Refer note 26.1) 0.51 1.96
Net gain on sale of financial assets mandatorily measured at FVPL 190.24 85.69
Net gain on disposal of property, plant and equipment - 12.66
Net foreign exchange gains 1.26 0.38
Total other income and other gains/(losses) 324.97 226.25
Total 486.78 423.42

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 27 : EMPLOYEE BENEFITS EXPENSES (H in Crores)


For the year For the year
ended ended
31.03.2019 31.03.2018
Salaries, wages and bonus 277.40 240.49
Contribution to provident and other fund (refer note 30) 10.17 8.59
Gratuity 4.76 4.67
Staff welfare expenses 14.06 9.53
Total 306.39 263.28

204 | National Stock Exchange of India Limited


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

Note 28 : OTHER EXPENSES (H in Crores)


For the year For the year
ended ended
31.03.2019 31.03.2018
Repairs & maintenance
- To computers, trading & telecommunication systems 99.73 88.24
- To buildings 4.26 4.77
- To others 12.51 11.71
SEBI regulatory fees 29.91 26.73
IT management and consultancy charges 8.97 16.96
Software expenses 43.09 40.49
Network infrastructure management charges 9.19 -
Lease line charges 15.56 18.76
Telephone charges 3.28 8.46
Water and electricity charges 38.84 34.05
Rental charges 42.53 29.36
Rates and taxes 6.73 6.56
Directors' sitting fees 2.21 2.81
Legal and professional fees 69.44 39.52
Advertisement and publicity 22.41 14.05
Travel and conveyance 23.14 21.29
Insurance 1.64 2.30
Printing and stationery 1.52 4.28
Corporate social responsibility expenditure 35.72 22.81
Contribution to Investor protection fund trust(Refer note 28.1) 6.34 4.98
Investor education expenses 24.55 17.97
Payment to auditors (Refer note below) 1.54 1.38
Doubtful debts written off - 2.35
Provision for doubtful debts 1.64 0.74
Liquidity enhancement incentive 14.18 1.50
Technical & Subcontract Charges 33.75 30.72
Impairment losses on financial assets (Refer Note 40 D) 80.13 2.93
Tangible & Intangible assets (including CWIP) w/off 0.39 11.78
Other expenses 133.51 101.49
Total 766.72 568.99

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.

Twenty-seventh Annual Report 2018-19 | 205


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

Note 29 : EARNINGS PER SHARE (H in Crores)


Particulars 31.03.2019 31.03.2018
Profit attributable to the equity holders of the company used in calculating basic
earnings per share and diluted earnings per share
Profit for the period 1,708.04 1,461.47
Weighted average number of equity shares used as the denominator in calculating basic 49.50 49.50
and diluted earnings per share (no. in Crores)(Refer note 29.1)
Earnings per equity share (basic and diluted) 34.51 29.52
29.1 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.

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.

i) Defined contribution plan


The Group’s contribution towards superannuation fund during the years has been charged to Statement of Consolidated
Profit & Loss as follows:
(H in Crores)
Particulars 31.03.2019 31.03.2018
Group's contribution towards superannuation fund 1.53 1.41

ii) Defined benefit plan :


(a) Provident fund:
Provident fund:
The Company has established ‘National Stock Exchange of India Limited Employees Provident Fund Trust’ and one of the
subsidiary, NSE Infotech Services Limited has established ‘NSE Infotech Services Limited Employees Provident Fund Trust’
to which both the employee and the employer make monthly contribution equal to 12% of the employee’s basic salary
respectively. The Company’s contribution to the provident fund for all employees is charged to Statement of Consolidated
Profit and Loss. In case of any liability arising due to short fall between the return from its investments and the administered
interest rate, the same is required to be provided for by the Company. The actuary has provided an actuarial valuation and
indicated the interest shortfall liability for the years as below, which has been provided in the books of accounts after
considering the reserves available with the Company’s Provident Fund Trust, where considered necessary. The Company
has contributed towards Provident Fund during the years as below.

Other subsidiaries, contribute to the Regional Provident Fund Office as per the applicable rule at the rate of 12% of the
employee’s basic salary to the said recognized provident fund and the same is charged to to Statement of Consolidated
Profit and Loss.
(H in Crores)
Particulars 31.03.2019 31.03.2018
Group's contribution to the provident fund 6.37 6.94
Interest shortfall liability 2.27 NIL

206 | National Stock Exchange of India Limited


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

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).

A Consolidated Balance Sheet


(i) The amounts recognised in the consolidated balance sheet and the movements in the net defined benefit
obligation over the years are as follows:
(H in Crores)
Particulars 31.03.2019
Present Value Fair Value of Total
of Obligation Plan Assets
At the beginning of the year 36.11 (20.78) 15.33
Current service Cost 3.95 - 3.95
Interest cost / (income) 2.14 (1.33) 0.81
Expenses recognised in the Statement of Profit & Loss 6.09 (1.33) 4.76
Remeasurements
Return on plan assets - 0.38 0.38
Actuarial (gains)/losses on obligations - due to change in 1.60 - 1.60
financial assumptions
Actuarial (gains)/losses on obligations - due to experience 2.35 - 2.35
Net (income)/expense for the period recognized in OCI 3.95 0.38 4.33
Employer Contributions - (11.20) (11.20)
Benefits paid (2.58) 2.46 (0.12)
At the end of the year 43.57 (30.47) 13.10

Twenty-seventh Annual Report 2018-19 | 207


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

(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)

(iii) Sensitivity Analysis (H in Crores)


Particulars 31.03.2019 31.03.2018
Projected Benefit Obligation on Current Assumptions 43.57 36.11
Delta Effect of +1% Change in Rate of Discounting (2.47) (1.96)
Delta Effect of -1% Change in Rate of Discounting 2.80 2.21
Delta Effect of +1% Change in Rate of Salary Increase 2.75 2.18
Delta Effect of -1% Change in Rate of Salary Increase (2.48) (1.97)
Delta Effect of +1% Change in Rate of Employee Turnover (0.16) (0.02)
Delta Effect of +1% Change in Rate of Employee Turnover 0.18 0.01
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant.
In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the
sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the
defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been
applied as when calculating the defined benefit liability recognised in the balance sheet.

208 | National Stock Exchange of India Limited


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
(iv) Significant actuarial assumptions are as follows:
Particulars 31.03.2019 31.03.2018
Discount Rate 7.48-7.59% 6.77-7.87%
Rate of Return on Plan Assets 7.48-7.59% 7.09-7.87%
Salary Escalation 8% 5.00-8.00%
Attrition Rate 3.00-12.00% 3.00-12.00%
(v) Expected contribution to gratuity plan for the year ending March 31, 2020 is Rs. 5.24 Crores (P.Y. Rs.4.22 Crores)

NOTE 31 : SEGMENT INFORMATION


(a) Description of segments and principal activities
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 Group has identified 
the following segments i.e. Trading Services, Clearing Services, Data Feed, Index licensing and  strategic investment as
reporting segments based on the information reviewed by CODM.

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 above business segments have been identified considering :

a) the nature of products and services

b) the differing risks

c) the internal organisation and management structure, and

d) the internal financial reporting systems.

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.

Twenty-seventh Annual Report 2018-19 | 209


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
(b) Segment Revenue :
Transactions between segments are carried out at arms length and are eliminated on consolidation. Segment revenue is
measured in the same way as in the statement of profit or loss. Revenue and expenses which relate to the enterprise as
a whole and are not allocable to a segment on reasonable basis have been disclosed as Unallocable. The CODM primarily
uses a measure of profit before tax to assess the performance of the operating segments.
(H in Crores)
Segments 31st March, 2019 31st March 2018
Segment Inter- Revenue Segment Segment Inter- Revenue Segment
Revenue segment from Results Revenue segment from Results
revenue external revenue external
customers customers
Trading Services 2,450.45 41.31 2,409.14 1,674.96 2,132.72 35.96 2,096.76 1,504.88
Clearing Services 318.86 139.67 179.19 103.15 312.68 120.65 192.03 121.35
Data feed Services 91.34 0.48 90.86 86.97 76.67 0.44 76.23 73.38
Index Licensing Services 88.32 15.42 72.90 43.34 89.13 11.66 77.47 69.62
Strategic Investments 313.36 282.99 30.37 28.49 115.55 97.33 18.22 11.35
Other Segments 372.81 127.48 245.33 (122.89) 361.18 212.74 148.44 (128.12)
Total 3,635.14 607.35 3,027.79 1,814.02 3,087.93 478.78 2,609.14 1,652.46
Add: Unallocable income 338.30 237.76
(Net of expense)
Add: Interest income 147.12 184.48
Profit before, share of net profits 2,299.44 2,074.70
of investments accounted by using
equity method, profit on sale of
investments in associates and tax
Add: Share of net profit of associates 107.03 122.34
accounted by using equity method
Profit before profit on sale of 2,406.47 2,197.04
investment in associate and tax
Add: Profit on sale of investment in 169.74 -
associate
Profit before Tax 2,576.21 2,197.04
Less: Tax Expnese:
Current Tax (857.84) (681.05)
Deferred Tax (10.33) (54.52)
Total Tax Expenses (868.17) (735.57)
Net profit after tax 1,708.04 1,461.47

The previous year figures have been reclassified to conform with current year disclosure classifications.

(c) Revenue From External Customers based on geographies


The company is domiciled in India. The amount of Group revenue from external customers broken down by location of
customers.
Particulars 31.03.2019 31.03.2018
India 2,898.19 2,489.94
Outside India 129.60 119.20
Total Revenue 3,027.79 2,609.14

210 | National Stock Exchange of India Limited


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
(d) Segment Assets :
Segment assets are measured in the same way as in the Balance Sheet. These assets are allocated based on the operations
of the segment.
(H in Crores)
Segments 31.03.2019 31.03.2018
Trading Services 2,365.34 2,278.87
Clearing Services* 10,045.48 8,810.87
Data feed Services 9.04 6.36
Index Licensing Services 17.89 19.28
Strategic Investments 805.09 975.11
Other Segments 289.65 177.80
Total Segment Assets 13,532.49 12,268.29
Unallocable Assets 6,445.89 5,957.78
Total Assets 19,978.38 18,226.07
There are no non current assets situated outside India.

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:

Particulars 31.03.2019 31.03.2018


Contribution to Core SGF 2,786.92 2,414.32
Contribution to SGF- Commodity Derivatives 250.00 -
Contribution to Core SGF-NSE IFSC CC 8.01 6.90

(e) Segment Liabilities


Segment liablities are measured in the same way as in the financial statements. These liabilites are allocated based on the
operations of the segment.
(H in Crores)
Segments 31.03.2019 31.03.2018
Trading Services 1,785.29 1,756.22
Clearing Services 9,954.37 8,812.80
Data feed Services 10.54 11.81
Index Licensing Services 1.78 3.89
Strategic Investments 0.15 1.39
Other Segments 128.78 106.22
Total Segment Liabilities 11,880.91 10,692.33
Unallocable Liabilities 309.11 184.08
Settlement Guarantee Fund (3,057.58) (2,433.63)
Total Liabilities 9,132.44 8,442.78

Twenty-seventh Annual Report 2018-19 | 211


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
(f) Segment Capital Expenditure (H in Crores)
Segments 31.03.2019 31.03.2018
Trading Services 117.32 85.76
Clearing Services 51.42 6.91
Data feed Services 0.45 7.46
Index Licensing Services (3.89) 3.00
Other Segments 119.56 30.25
Total Segment Capital Expenditure 284.86 133.38

(g) Segment Depreciation / Amortisation (H in Crores)


Segments 31.03.2019 31.03.2018
Trading Services 116.91 113.53
Clearing Services 4.17 3.37
Data feed Services 1.10 0.27
Index Licensing Services 1.10 0.23
Other Segments 17.57 7.00
Total Segment Depreciation / Amortisation 140.85 124.40
Add: Unallocable Depreciation / Amortisation 1.17 1.19
Total Depreciation / Amortisation 142.02 125.59

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)

212 | National Stock Exchange of India Limited


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

Sr. List of Key Management Personnel


1 Mr. Vikram Limaye - Managing Director (w.e.f. 17-Jul-2017)
2 Mr. J. Ravichandran - CEO - Incharge (upto 16-Jul-17)
3 Mr. Ashok Chawla (upto 11-Jan-2019)
4 Mr. Ravi Narain (upto 1-Jun-17)
5 Mr. Abhay Havaldar
6 Mr. Dinesh Kanabar
7 Mr. Naved Masood
8 Mr. T. V. Mohandas Pai
9 Mr. Prakash Parthasarathy
10 Ms. Dharmishta Raval
11 Ms. Sunita Sharma nominee of Life Insurance Corporation of India
12 Ms. Anshula Kant nominee of State Bank Of India (upto 26-Sep-2018)

Power Exchange of India Limited (H in Crores)


Particulars 31.03.2019 31.03.2018
Nature of Transactions
Application Development and Maintenance Services 1.05 0.60
Closing balances (Credit) / Debit 0.35 0.04

NSDL e-Governance Infrastructure Limited (H in Crores)


Particulars 31.03.2019 31.03.2018
Nature of Transactions
Application Development and Maintenance Services 1.10 0.86
Dividend received 6.51 6.51
Sitting Fees Received 0.04 -
Director Commission 0.23 -
Closing balances (Credit) / Debit 0.21 0.38

National Securities Depository Limited (H in Crores)


Particulars 31.03.2019 31.03.2018
Nature of Transactions
Dividend received 2.40 2.40
STP Charges received - 0.06
Application Development and Maintenance Services 0.19 0.23
Sitting Fees Received 0.15 -
DP Validation Charges 0.53 1.69
Closing balances (Credit) / Debit 0.13 0.11

NSDL Database Management Ltd (H in Crores)


Particulars 31.03.2018 31.03.2017
Nature of Transactions
Application Development and Maintenance Services 0.85 0.09
Infrastructure Management Services 0.02 0.09
Closing balances (Credit) / Debit 0.88 0.09

Twenty-seventh Annual Report 2018-19 | 213


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

BFSI Sector Skill Council of India (H in Crores)


Particulars 31.03.2019 31.03.2018
Nature of Transactions
Amount paid towards Pradhan Mantri Kaushalya Vikas Yojna(PMKVY) centres* - 0.20
Closing balances (Credit) / Debit - -

Computer Age Management Services Private Limited (H in Crores)


Particulars 31.03.2019 31.03.2018
Nature of Transactions
Dividend Received 45.97 43.22
Sharing of Income 0.64 -
Sitting Fees Received 0.06 0.04
Amount paid towards Rent 0.23 0.24
Closing balances (Credit) / Debit (0.61) (0.09)

CAMS Investor Services Private Limited (H in Crores)


Particulars 31.03.2019 31.03.2018
Nature of Transactions
KRA fees received / receivable 0.18 0.37
KRA fees Paid / payable* 0.00 0.00
Closing balances (Credit) / Debit 0.03 0.03

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) -

Receivables Exchange Of India Limited (H in Crores)


Particulars 31.03.2019 31.03.2018
Nature of Transactions
Reimbursement received towards expenses incurred 0.23 0.84
Sale of assets - 0.39
Usage charges received 0.36 1.41
Reimbursement received for expenses on staff on deputation 1.15 2.02
Reimbursement received for space and infrastructure charges 0.61 1.28
Closing balances (Credit) / Debit 1.15 0.63

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

214 | National Stock Exchange of India Limited


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

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

Key Management Personnel (H in Crores)


Particulars 31.03.2019 31.03.2018
Nature of Transactions
Sitting Fees Paid to Directors 2.48 3.63

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)

34. CONTINGENT LIABILITY & OTHER REGULATORY MATTERS


(H in Crores)
a) Particulars 31.03.2019 31.03.2018
Claims against the Group not acknowledged as debts 13.36 15.04

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

Twenty-seventh Annual Report 2018-19 | 215


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
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 Rs. 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.

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

e) On account of disputed demand of: (H in Crores)


Particulars 31.03.2019 31.03.2017
Income tax matters 385.33 66.25
Fringe Benefit Tax matters 2.21 2.22
Wealth tax matters 0.09 0.09
Goods & Service Tax matters 0.37 -
Services tax matters along with penalty thereon 124.60 84.33
Securities Transaction Tax matters (Refer note 7.1) 6.76 6.76
Sales Tax / VAT - 5.79
The Group’s pending litigations comprise of claims against the Company and proceedings pending with Statutory and
Tax Authorities. The Group 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 Group does
not expect the outcome of these proceedings to have a material impact on its financial position.
(H in Crores)
f)
Particulars 31.03.2019 31.03.2018
Bank guarantees 28.39 5.31

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.

216 | National Stock Exchange of India Limited


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 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

Lease obligations (H in Crores)


As at 31.03.2019 As at 31.03.2018
Present value of Present value of
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 4.39 4.19
- Later than five years 5.18 5.43
Total minimum lease commitments 11.40 10.82

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.

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 11.00 9.01
- Later than one year and not later than five years 18.51 3.53
- Later than five years 9.20 -
Total minimum lease commitments 38.71 12.54

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.

Twenty-seventh Annual Report 2018-19 | 217


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
37 a) Securities and Exchange Board of India, vide circular CIR/MRD/DRMNP/25/2014 dated August 27, 2014, interlia, has issued
norms related to the computation and contribution to the Core Settlement Guarantee Fund by the Clearing Corporation
(minimum 50%), Stock Exchange (minimum 25%) and members (maximum 25%). Further SEBI vide circular CIR/CFD/
FAC/62/2016 dated May 05,2016 advised Stock Exchange to transfer 25% of its annual profits to Core SGF

I Details of Core SGF a on March 31 ,2019 are as follows : (H in Crores)


Details of MRC of Core SGF CM FO CD Debt TRI Commodity Total
Party
NCL own contribution 77.96 593.00 47.00 3.00 8.50 5.00 734.46
Interest Adjusted towards NCL’s 21.04 31.00 8.00 60.04
Contribution
Contribution by NSE on behalf of Member 42.93 296.00 23.00 361.93
Interest Adjusted towards member’s 6.07 16.00 4.00 26.07
Contribution
Contribution by NSE 40.65 297.00 24.00 1.00 8.50 5.00 376.15
Interest Adjusted towards NSE’s 9.35 15.00 4.00 28.35
Contribution
Total 198.00 1,248.00 110.00 4.00 17.00 10.00 1,587.00
Previous Year 148.00 1,248.00 94.00 4.00 - - 1,494.00

II Details of Core SGF as on March 31 ,2018 are as follows : (H in Crores)


I. Contribution to Corpus of Core CM FO CD Debt TRI Commodity Other Total
SGF Party
a. NCL own contribution 74.00 624.00 47.00 3.00 0 748.00
b. Contribution by NSE on behalf of Member 37.00 312.00 23.00 - - 372.00
c. Contribution by NSE 37.00 312.00 24.00 1.00 350.59 724.59
1. Total (a+b+c) 148.00 1,248.00 94.00 4.00 - - 350.59 1,844.59
2. Penalty* 39.62 245.80 17.27 - - - - 302.68
3. Income on Investments* 41.91 159.57 24.87 0.68 - - 40.03 267.05
Grand Total (1+2+3) 229.53 1,653.36 136.14 4.68 - - 390.62 2,414.32

III Contribution made during the year 2018-19 (H in Crores)


Contribution during the year CM FO CD Debt TRI Commodity Other # Total
Party
NCL own contribution
Direct Contribution 3.96 - - - 8.5 5.00 - 17.46
Adjusted from Interest Income ** 21.04 - 8.00 - - 29.04
Total 25.00 - 8.00 - 8.50 5.00 - 46.50

(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

218 | National Stock Exchange of India Limited


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

(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 )

IV Details of Core SGF a on March 31, 2019 are as follows


Out of the above the details of the Cash contributions and investment of the same are as follows : (H in Crores)
I. Contribution to Corpus of Core SGF CM FO CD Debt TRI Commodity Other # Total
Party
a. NCL own contribution 99.00 624.00 55.00 3.00 8.50 5.00 794.50
b. Contribution by NSE on behalf of Member 49.00 312.00 27.00 - - - - 388.00
c. Contribution by NSE 50.00 312.00 28.00 1.00 8.50 5.00 327.51 732.01
1. Total (a+b+c+d) 198.00 1,248.00 110.00 4.00 17.00 10.00 327.51 1,914.51

2. Penalty* 53.37 406.41 25.93 - - - - 485.71


3. Income on Investments 22.74 279.19 18.27 0.80 0.99 0.14 64.56 386.70
(After allocation towards MRC)*
Grand Total (1+2+3) 274.11 1,933.60 154.20 4.80 17.99 10.14 392.07 2,786.92

(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

Twenty-seventh Annual Report 2018-19 | 219


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
37.1 * Net of applicable corporate tax Rs. 9.38 Crores , if any, on cash basis.

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.

220 | National Stock Exchange of India Limited


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
39. INTERESTS IN OTHER ENTITIES
(a) Subsidiaries
The Group’s subsidiaries are set out below. Share capital consisting solely of equity shares that are held directly by the
Group including preference shares held in NSE Investment Limited, and the proportion of ownership interests held equals
the voting rights held by the Group. The country of incorporation or registration is also their principal place of business.

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

Twenty-seventh Annual Report 2018-19 | 221


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

(b) Interests in associates and joint ventures


i. Set out below are the associates of the Group. The entities listed below have share capital consisting solely of equity shares, which are held directly or
indirectly by the Group. The country of incorporation or registration is also their principal place of business, and the proportion of ownership interest is the
same as the proportion of voting rights held.
(H in Crores)
Name of Entity Place of Relationship Proportion of Accounting Carrying Value Share of Profit
business/ Interest (%) method / (Losses) from
country of Associates
incorporation March 31, March 31, March 31, March 31, March 31, March
2019 2018 2019 2018 2019 31, 2018
National Securities Depository Limited India Associate 24.00 24.00 Equity 154.00 135.41 21.48 21.33
method
Power Exchange India Limited India Associate 30.95 30.95 Equity - - - -

222 | National Stock Exchange of India Limited


method
NSDL e-Governance Infrastructure Limited India Associate 25.05 25.05 Equity 216.36 192.90 31.31 33.82
method
Market Simplified India Limited (Refer note 39.3) India Associate 30.00 30.00 Equity - - - -
method
Computer Age Management Services Private India Associate 37.50 44.99 Equity 412.28 492.83 55.28 68.85
Limited (Refer note 39.2) method
BFSI Skill Sector Council of India (Refer note India Associate 49.00 49.00 NA 1.00 1.00 - -
39.1)
Receivables Exchange of India Limited India Associate 30.00 30.00 Equity 3.83 4.87 (1.04) (1.66)
method
Total 787.47 827.01 107.03 122.34
Less : Non Current Investments Held for Sale

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.

A MANAGEMENT OF LIQUIDITY RISK


Liquidity risk is the risk that the Group will face in meeting its obligations associated with its financial liabilities. The Group’s
approach to managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring
avoidable costs. In doing this, management considers both normal and stressed conditions. A material and sustained
shortfall in Group’s cash flow could undermine the Group’s credit rating and impair investor confidence.

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

Twenty-seventh Annual Report 2018-19 | 223


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
B MANAGEMENT OF MARKET RISK
The Group’s size and operations result in it being exposed to the following market risks that arise from its use of financial
instruments:

• price risk; and

• interest rate risk

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.

POTENTIAL IMPACT OF RISK MANAGEMENT POLICY SENSITIVITY TO RISK

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.

At 31st March 2019, the exposure to For equity instruments, a 10%


price risk due to investment in equity increase in prices would have led to
instruments amounted to Rs. 134.57 approximately an additional Rs. 13.46
crores (March 31, 2018: Rs. 136.84 crores gain in the Statement of Profit
crores). and Loss (2017-18: Rs. 13.68 crores
gain). A 10% decrease in prices would
have led to an equal but opposite
effect.

224 | National Stock Exchange of India Limited


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

POTENTIAL IMPACT OF RISK MANAGEMENT POLICY SENSITIVITY TO RISK


2. INTEREST RATE RISK
The Company is mainly exposed to the In order to manage its interest rate risk As an estimation of the approximate
interest rate risk due to its investment arising from investments in government impact of the interest rate risk, with
in government securities measured at securities, the Company diversifies its respect to financial instruments, the
FVOCI. The interest rate risk arises due portfolio in accordance with the limits Company has calculated the impact of
to uncertainties about the future market set by the risk management policies. a 0.25% change in interest rates.
interest rate which impacts the price of
The Treasury department maintains a A 0.25% increase in interest rates
these investments.
list of approved financial instruments. would have led to approximately an
As at 31st March, 2019, the exposure The use of any new investment must be additional Rs. 8.71 crores loss in the
to interest rate risk due to investment approved by the Chief Financial Officer. Statement of Profit and Loss (2017-
in government securities amounted to 18: Rs. 9.29 crores gain). A 0.25%
Rs. 531.16 crores (March 31, 2018: Rs. decrease in interest rates would have
529.17 crores). led to an equal but opposite effect.

C MANAGEMENT OF CREDIT RISK


Credit risk is the risk of financial loss to the Group if a customer or counter-party fails to meet its contractual obligations.

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.

Other financial assets


The Group maintains exposure in cash and cash equivalents, term deposits with banks / financial institutions, investments
in marketable debt instruments including government securities, mutual funds and exchange traded funds. The Group has
diversified portfolio of investment with various number of counter-parties which have secure credit ratings, hence the risk is
reduced. Individual risk limits are set for each counter-party based on financial position, credit rating and past experience.
Credit limits and concentration of exposures are actively monitored by the Group’s Treasury department.

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.

D EXPECTED CREDIT LOSS ON FINANCIAL ASSETS


The Group’s investment in NCD of IL&FS Group amounting to Rs 80.13 crores have been classified as credit impaired
during the current year on account of significant financial difficulty of the issuer, disappearance of an active market for their
securities and credit rating downgrade from “AAA” to “D”. Accordingly, the Group has recognized impairment loss of Rs
80.13 crores on such financial assets in the profit and loss account.

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

Twenty-seventh Annual Report 2018-19 | 225


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
of the underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends
paid to shareholders, return capital to shareholders or issue new shares.

The 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.

Compliance with externally imposed capital requirements:


In accordance with regulation 14 of Securities Contracts (regulation) (Stock Exchanges and Clearing Corporations)
Regulations, 2018, NSE shall have a minimum networth of Rs. 100 crore at all times.

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.

226 | National Stock Exchange of India Limited


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
40 FAIR VALUE MEASUREMENTS
E - Financial Instruments by category (H in Crores)
31-Mar-19 31-Mar-18
FVPL FVOCI Amortised FVPL FVOCI Amortised
Particulars Cost Cost
Financial Assets
Investments
Equity Instruments - 134.57 - - 136.84 -
Debentures - - 868.30 - - 854.24
Taxable Bonds - - 102.47 - - 113.02
Taxfree Bonds - - 969.05 - - 1,027.56
Fixed Deposits with Banks - - 4,382.01 - - 3,339.49
Deposits with financial institutions - - 125.89 - - -
Government Securities - 531.16 - - 529.17 -
Mutual Funds 3,284.13 - - 3,237.65 - -
Exchange Traded Funds 234.87 - - 378.65 - -
Trade receivables - - 452.51 - - 397.68
Cash and Cash equivalents - - 6,592.61 - - 6,244.14
Contract Assets - - 18.85 - - 5.32
Security deposits - - 9.85 - - 7.13
Other receivables - - 30.24 - - 25.80
Total financial assets 3,519.00 665.73 13,551.79 3,616.30 666.01 12,014.39
Financial liabilities
Trade payables - - 128.13 - - 129.46
Deposits - - 1,897.10 - - 1,921.22
Obligations under finance lease - - 11.40 - - 10.84
Other liablities - - 6,260.29 - - 5,691.18
Total financial liabilities - - 8,296.92 - - 7,752.70

Twenty-seventh Annual Report 2018-19 | 227


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
(i) Fair Value hierarchy and valuation technique used to determine fair value :
This note explains the judgements and estimates made in determining the fair values of the financial instruments that
are recognised and measured at fair value in these consolidated financial statements. To provide an indication about the
reliability of the inputs used in determining fair value, the Group has classified its financial instruments into the three level
prescribed under the accounting standard. An explanation of each level follows below the table.

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.

228 | National Stock Exchange of India Limited


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
- 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.

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.

(iii) Fair value measurements using significant unobservable inputs (level 3)


- The following table presents the changes in level 3 items for the periods ended 31 March, 2019 and 31 March, 2018:

(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

Twenty-seventh Annual Report 2018-19 | 229


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
(iv) Valuation inputs and relationships to fair value :
The following table summarises the quantitative information about the significant unobservable inputs used in level 3 fair
value measurements. See (ii) above for the valuation techniques adopted
Particulars Fair Value Fair Value Significant Unobservable inputs* Fair Value Fair Value
31/03/19 31/03/18 31/03/19 31/03/18
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
P/B multiple based on latest available
transactions 2.4x 2.4x
Average P/B multiple arrived at 2.0x 1.9x
Estimated Book value as at balance sheet 438.60 479.00
date (Rs. In Crores)
Equity valuation of NCDEX (Rs. In Crores) 894.50 910.20
Valuation of 15% stake (Rs. In Crores) 134.17 136.51
* There were no significant inter relationship between unobservable inputs that materially affect fair value

(v) Valuation processes :


The finance department of the group includes a team that performs the valuations of financial assets and liabilities required
for financial reporting purposes, including level 3 fair values. This team reports directly to the chief financial officer (CFO)
and the audit committee (AC). Discussions of valuation processes and results are held between the CFO, AC and the
valuation team at least once every three months, in line with th reporting periods.

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.

230 | National Stock Exchange of India Limited


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
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.

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.

Twenty-seventh Annual Report 2018-19 | 231


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

44 ADDITIONAL INFORMATION REQUIRED BY SCHEDULE III (H in Crores)


Name of the entity in the group Net assets (total assets Share in profit or (loss) Share in other Share in total
minus total liabilities) comprehensive income comprehensive income
As % of Amount As % of Amount As % of Amount As % of Amount
consolidated net consolidated consolidated consolidated
assets profit or loss other total
comprehensive comprehensive
income income
Parent Company
National Stock Exchange of India Limited
31st March, 2019 69.36% 5,401.76 80.90% 1,381.72 3.35% 0.17 80.67% 1,381.89
31st March, 2018 67.35% 4,950.25 85.08% 1,243.43 93.96% (8.24) 85.03% 1,235.19

232 | National Stock Exchange of India Limited


Subsidiaries (group's share)
NSE Clearing Limited
31st March, 2019 5.31% 413.87 4.04% 69.03 -3.55% (0.18) 4.02% 68.85
31st March, 2018 7.50% 551.26 6.07% 88.73 2.62% (0.23) 6.09% 88.50
NSE Indices Limited
31st March, 2019 3.18% 247.97 2.40% 40.93 0.20% 0.01 2.39% 40.94
31st March, 2018 3.20% 235.45 4.09% 59.76 0.00% - 4.11% 59.76
NSE Data & Analytics Limited
31st March, 2019 2.44% 190.18 3.36% 57.34 -0.20% (0.01) 3.35% 57.33
31st March, 2018 2.23% 164.01 3.28% 48.00 0.11% (0.01) 3.30% 47.99
NSE Infotech Services Limited
31st March, 2019 0.04% 3.39 -0.82% (14.05) 0.00% - -0.82% (14.05)
31st March, 2018 0.08% 5.77 -4.08% (59.64) 11.06% (0.97) -4.17% (60.61)
NSEIT Limited
31st March, 2019 1.58% 122.67 -1.43% (24.48) -22.09% (1.12) -1.49% (25.60)
31st March, 2018 1.62% 119.26 -2.34% (34.20) -4.68% 0.41 -2.33% (33.79)
NSE Academy Limited
31st March, 2019 0.18% 13.67 0.63% 10.75 0.00% - 0.63% 10.75
31st March, 2018 0.03% 2.36 0.26% 3.87 0.00% - 0.27% 3.87
NSE Investment Limited
31st March, 2019 5.26% 409.93 9.19% 156.99 0.00% - 9.16% 156.99
31st March, 2018 4.48% 329.14 0.73% 10.64 0.00% - 0.73% 10.64
NSE IFSC Limited
31st March, 2019 0.45% 35.05 -1.95% (33.36) 49.11% 2.49 -1.80% (30.87)
31st March, 2018 0.41% 30.14 -0.91% (13.36) 0.68% (0.06) -0.92% (13.42)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
(H in Crores)
Name of the entity in the group Net assets (total assets Share in profit or (loss) Share in other Share in total
minus total liabilities) comprehensive income comprehensive income
As % of Amount As % of Amount As % of Amount As % of Amount
consolidated net consolidated consolidated consolidated
assets profit or loss other total
comprehensive comprehensive
income income
NSE IFSC Clearing Corporation Limited
31st March, 2019 0.68% 52.97 -0.37% (6.34) 64.30% 3.26 -0.18% (3.08)
31st March, 2018 0.70% 51.62 -0.59% (8.63) -3.76% 0.33 -0.57% (8.30)

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)

Aujas Networks Private Limited -


31st March, 2019 0.36% 28.25 0.00% - 0.00% - 0.00% -

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

Non-Controlling Interest in all subsidiaries


31st March, 2019 0.02% 1.37 0.00% - 0.00% - 0.00% -
31st March, 2018 0.00% - 0.00% - 0.00% - 0.00% -

Associates (Investment as per equity method)


National Securities Depository Limited
31st March, 2019 1.98% 154.00 1.26% 21.48 0.00% - 1.25% 21.48
31st March, 2018 1.84% 135.41 1.46% 21.33 0.00% - 1.47% 21.33
NSDL e-Governance Infrastructure Limited
31st March, 2019 2.78% 216.36 1.83% 31.31 0.00% - 1.83% 31.31
31st March, 2018 2.62% 192.90 2.31% 33.82 0.00% - 2.33% 33.82
Computer Age Management Services Private
Limited
31st March, 2019 5.29% 412.28 3.24% 55.28 0.00% - 3.23% 55.28
31st March, 2018 6.71% 492.83 4.71% 68.85 0.00% - 4.74% 68.85

Twenty-seventh Annual Report 2018-19 | 233


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
(H in Crores)
Name of the entity in the group Net assets (total assets Share in profit or (loss) Share in other Share in total
minus total liabilities) comprehensive income comprehensive income
As % of Amount As % of Amount As % of Amount As % of Amount
consolidated net consolidated consolidated consolidated
assets profit or loss other total
comprehensive comprehensive
income income
Receivables Exchange Of India Limited
31st March, 2019 0.05% 3.83 -0.06% (1.04) 0.00% - -0.06% (1.04)
31st March, 2018 0.07% 4.87 -0.11% (1.66) 0.00% - -0.11% (1.66)
BFSI Skill Sector Council of India
31st March, 2019 0.01% 1.00 0.00% - 0.00% - 0.00% -

234 | National Stock Exchange of India Limited


31st March, 2018 0.01% 1.00 0.00% - 0.00% - 0.00% -
Joint Venture (Investment as per equity method)
Market Simplified India Limited
31st March, 2019 0.00% - 0.00% - 0.00% - 0.00% -
31st March, 2018 0.00% - 0.00% - 0.00% - 0.00% -

Adjustment arising out of consolidation


31st March, 2019 0.00% - 0.00% - 0.00% - 0.00% -
31st March, 2018 0.00% - 0.00% - 0.00% - 0.00% -

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:-

Details of Assets and Liabilities of acquired Fair Value


(Rs. Crores)
Tangible and Intangible Fixed Assets 1.43
Financial Assets 32.67
Other Assets 12.96
Financial Liabilities (4.09)
Other Liabilities & Provisions (13.35)
Net Identifiable Assets acquired 29.62

Calculation of goodwill Rs. Crores


Consideration 84.08
Non Controlling Interest acquired 1.37
Less :- Net Identifiable Assets acquired (29.62)
Goodwill 55.83

46 OFFSETTING FINANCIAL ASSETS AND FINANCIAL LIABILITIES


(H in Crores)
Effects of offsetting on the balance Related amount not offset
Gross Gross Amt Net Amount Amounts Financial Net Amount
Amount Set off in the presented subject to Instrument
balance sheet in Balance master netting collateral*
sheet arrangements
31.03.2019
Financial Assets
Trade Receivables 338.20 - 338.20 - (1,007.57) (669.36)
31.03.2018
Financial Assets
Trade Receivables 310.28 - 310.28 - (1,026.45) (716.17)
*The collateral includes deposits from trading members.

Twenty-seventh Annual Report 2018-19 | 235


47 OTHER EVENTS AFTER THE REPORTING PERIOD
(i) Dividend:
The Board of Directors have recommended the payment of final dividend of Rs.8/- per fully paid equity shares (FV Re.1
each) (March 31, 2018 : Rs.7.75/- per fully paid equity share (FV Re.1 each). This proposed dividend is subject to approval
of shareholders in the ensuing general meeting and if approved would result in cash outflow of approximately Rs.477.40
Crores including Corporate Dividend Distribution Tax of Rs.81.40 crores.

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

Sumit Seth Dharmishta Raval Dinesh Kanabar Vikram Limaye


Partner Director Director Managing Director & CEO
Membership No.: 105869 [DIN:02792246] [DIN:00003252] [DIN:00488534]

Place : Mumbai Yatrik Vin S. Madhavan


Date : May 16, 2019 Chief Financial Officer Company Secretary

236 | National Stock Exchange of India Limited


FORM AOC - 1
Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures Form AOC 1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Part “A“ Subsidiary


(H in Crores)

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)

The date since when

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

Investments 3,477.42 339.88 - 132.29 236.18 152.14 5.66 - - - - 0.10

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

Proposed Dividend 81.00 12.39 - 24.75 27.76 1.00 - - - - - -

% 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.

Twenty-seventh Annual Report 2018-19 | 237


Part “B“ Associates/Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

(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.

For and on behalf of the Board of Directors

Dharmishta Raval Dinesh Kanabar Vikram Limaye


Director Director Managing Director & CEO
[DIN:02792246] [DIN:00003252] [DIN:00488534]

Yatrik Vin S. Madhavan


Chief Financial Officer Company Secretary

238 | National Stock Exchange of India Limited


INDEPENDENT AUDITOR’S REPORT

To the Members of
National Stock Exchange of India Limited

Report on the audit of the standalone financial statements Emphasis of matter


as of and for the year ended March 31, 2019 4. We draw your attention to Note 31 (i) (a) to the standalone
financial statements, relating to the contingent liability,
Opinion
that describes the Orders issued by the Securities
1. We have audited the accompanying standalone financial
and Exchange Board of India (SEBI) on April 30, 2019
statements of National Stock Exchange of India Limited
wherein disgorgement/demand aggregating Rs. 687.47
(“the Company”), which comprise the Balance Sheet
crore (excluding interest thereon at 12% p.a. from April
as at March 31, 2019, the Statement of Profit and Loss,
1, 2014 till the actual date of payment for one order and
Statement of Changes in Equity and Statement of Cash
from September 11, 2015 till the actual date of payment
Flows for the year then ended, and notes to the standalone
for second order) has been raised against the Company
financial statements, including a summary of significant
pursuant to an investigation conducted in relation to
accounting policies and other explanatory information.
preferential access to tick by tick data at the Company’s
2. In our opinion and to the best of our information and
Colocation facility, Dark Fiber point to point connectivity
according to the explanations given to us, the aforesaid
and Governance and related matters. SEBI has further
standalone financial statements give the information
directed the Company to undertake certain remedial
required by the Companies Act, 2013 (“the Act”) in the
measures, actions and imposed restrictions. The Company
manner so required and give a true and fair view in conformity
has also received Adjudication notices covering identical
with the accounting principles generally accepted in India,
matters, facts, circumstances and grounds as stated in
of the state of affairs of the Company as at March 31, 2019,
each of the above orders, which are currently pending
and total comprehensive income (comprising of profit and
for hearing before SEBI. The Company is in the process
other comprehensive income), changes in equity and its
of filing appeal to contest the aforesaid orders with the
cash flows for the year then ended.
Hon’ble Securities Appellate Tribunal, the future outcome
Basis for opinion of which is uncertain at this stage. Based on the legal
3. We conducted our audit in accordance with the Standards opinion obtained by the Company, no provision for any
on Auditing (SAs) specified under section 143(10) of the liability has been made towards the aforesaid demand in
Act. Our responsibilities under those Standards are further these standalone financial statements. Our opinion is not
described in the Auditor’s Responsibilities for the Audit of modified in respect of this matter.
the standalone financial statements section of our report.
Key audit matters
We are independent of the Company in accordance with
5. Key audit matters are those matters that, in our professional
the Code of Ethics issued by the Institute of Chartered
judgment, were of most significance in our audit of the
Accountants of India (“ICAI”) together with the ethical
standalone financial statements of the current period.
requirements that are relevant to our audit of the standalone
These matters were addressed in the context of our audit
financial statements under the provisions of the Act and the
of the standalone financial statements as a whole, and
Rules thereunder, and we have fulfilled our other ethical
in forming our opinion thereon, and we do not provide a
responsibilities in accordance with these requirements
separate opinion on these matters.
and the Code of Ethics. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a
basis for our opinion.

Twenty-seventh Annual Report 2018-19 | 239


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
[Refer Note 31 to the standalone financial statements] effectiveness of controls over the recognition,
measurement, presentation and disclosures made in
As of March 31, 2019, the Company has ongoing proceedings
the standalone financial statements in respect of these
with tax authorities involving certain direct and indirect tax
matters.
matters including disallowance of certain expenses under
income tax, applicability of service tax on certain services • Obtaining details of litigations on legal and direct and
and various other ongoing litigations including claims by its indirect tax matters.
members and case filed by competitor against the Company
• Reviewing orders and/or communications with regulatory
under Competition Appellate Tribunal.
authorities and management responses thereto.
The Company has assessed the above pending litigations and
• Inspecting the supporting documents to evaluate
proceedings and has made provisions, wherever required and
management’s assessment of probability of outcome of
disclosed the contingent liabilities, wherever applicable, in its
ongoing proceedings, the magnitude of potential loss, if
standalone financial statements.
any, and testing related provisions and disclosures made in
This area is considered as a key audit matter, as evaluation of the standalone financial statements.
these matters requires management judgement and estimation,
• Evaluating, along with the auditor’s experts, the status of
interpretation of laws and regulations and application of relevant
the direct and indirect tax matters.
judicial precedents to determine the probability of outflow of
economic resources, if any, and the recognition of provisions, • Examining expert’s legal advice/opinion obtained by the
disclosure of contingent liabilities and related disclosures to be Company’s management for evaluating certain legal and
made in the standalone financial statements. tax matters.

• Assessing the adequacy of disclosures related to these


matters.

Based on our above procedures, the provisions recognised by


the Company, and contingent liabilities disclosed with regard to
legal and tax matters is reasonable.

240 | National Stock Exchange of India Limited


Other information 8. In preparing the standalone financial statements,
6. The Company’s Board of Directors is responsible for the management is responsible for assessing the Company’s
other information. The other information comprises the ability to continue as a going concern, disclosing, as
information included in the Management Discussion and applicable, matters related to going concern and using the
Analysis, Board’s Report including annexures to Board’s going concern basis of accounting unless management
Report and Report on Corporate Governance, but does either intends to liquidate the Company or to cease
not include the standalone financial statements and our operations, or has no realistic alternative but to do so. Those
auditor’s report thereon. Board of Directors are also responsible for overseeing the
Company’s financial reporting process.
Our opinion on the standalone financial statements does
not cover the other information and we do not express any
Auditor’s responsibilities for the audit of the standalone
form of assurance conclusion thereon.
financial statements
In connection with our audit of the standalone financial 9. Our objectives are to obtain reasonable assurance about
statements, our responsibility is to read the other whether the standalone financial statements as a whole
information and, in doing so, consider whether the other are free from material misstatement, whether due to fraud
information is materially inconsistent with the standalone or error, and to issue an auditor’s report that includes our
financial statements or our knowledge obtained in the opinion. Reasonable assurance is a high level of assurance,
audit or otherwise appears to be materially misstated. If, but is not a guarantee that an audit conducted in accordance
based on the work we have performed, we conclude that with SAs will always detect a material misstatement when it
there is a material misstatement of this other information, exists. Misstatements can arise from fraud or error and are
we are required to report that fact. considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
We have nothing to report in this regard.
decisions of users taken on the basis of these standalone
Responsibilities of management and those charged with financial statements.
governance for the standalone financial statements
10. As part of an audit in accordance with SAs, we exercise
7. The Company’s Board of Directors is responsible for the
professional judgment and maintain professional
matters stated in section 134(5) of the Act with respect to
scepticism throughout the audit. We also:
the preparation of these standalone financial statements
that give a true and fair view of the financial position, • Identify and assess the risks of material misstatement
financial performance, changes in equity and cash flows of of the standalone financial statements, whether due
the Company in accordance with the accounting principles to fraud or error, design and perform audit procedures
generally accepted in India, including the Accounting responsive to those risks, and obtain audit evidence
Standards specified under section 133 of the Act. This that is sufficient and appropriate to provide a basis
responsibility also includes maintenance of adequate for our opinion. The risk of not detecting a material
accounting records in accordance with the provisions of misstatement resulting from fraud is higher than for
the Act for safeguarding of the assets of the Company and one resulting from error, as fraud may involve collusion,
for preventing and detecting frauds and other irregularities; forgery, intentional omissions, misrepresentations, or
selection and application of appropriate accounting the override of internal control.
policies; making judgments and estimates that are
• Obtain an understanding of internal control relevant
reasonable and prudent; and design, implementation and
to the audit in order to design audit procedures that
maintenance of adequate internal financial controls, that
are appropriate in the circumstances. Under Section
were operating effectively for ensuring the accuracy and
143(3) (i) of the Act, we are also responsible for
completeness of the accounting records, relevant to the
expressing our opinion on whether the company has
preparation and presentation of the standalone financial
adequate internal financial controls with reference
statements that give a true and fair view and are free from
to financial statements in place and the operating
material misstatement, whether due to fraud or error.
effectiveness of such controls.

Twenty-seventh Annual Report 2018-19 | 241


• Evaluate the appropriateness of accounting policies we determine that a matter should not be communicated
used and the reasonableness of accounting estimates in our report because the adverse consequences of doing
and related disclosures made by management. so would reasonably be expected to outweigh the public
interest benefits of such communication.
• Conclude on the appropriateness of management’s
use of the going concern basis of accounting and, Report on other legal and regulatory requirements
based on the audit evidence obtained, whether 14. As required by the Companies (Auditor’s Report) Order,
a material uncertainty exists related to events or 2016 (“the Order”), issued by the Central Government of
conditions that may cast significant doubt on the India in terms of sub-section (11) of section 143 of the
Company’s ability to continue as a going concern. If Act, we give in the Annexure B a statement on the matters
we conclude that a material uncertainty exists, we specified in paragraphs 3 and 4 of the Order, to the extent
are required to draw attention in our auditor’s report applicable.
to the related disclosures in the standalone financial 15. As required by Section 143(3) of the Act, we report that:
statements or, if such disclosures are inadequate, to (a) We have sought and obtained all the information and
modify our opinion. Our conclusions are based on the explanations which to the best of our knowledge and
audit evidence obtained up to the date of our auditor’s belief were necessary for the purposes of our audit.
report. However, future events or conditions may cause (b) In our opinion, proper books of account as required by
the Company to cease to continue as a going concern. law have been kept by the Company so far as it appears
• Evaluate the overall presentation, structure and content from our examination of those books.
of the standalone financial statements, including the (c) The Balance Sheet, the Statement of Profit and Loss,
disclosures, and whether the standalone financial the Statement of Changes in Equity and Statement of
statements represent the underlying transactions and Cash Flows dealt with by this Report are in agreement
events in a manner that achieves fair presentation. with the books of account.

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:

242 | National Stock Exchange of India Limited


i. The Company has disclosed the impact of pending iv. The reporting on disclosures relating to Specified
litigations on its financial position in its standalone Bank Notes is not applicable to the Company for
financial statements – Refer Note 31 to the the year ended March 31, 2019.
standalone financial statements;

ii. The Company has long-term contracts for which


there were no material foreseeable losses. The For Price Waterhouse & Co Chartered Accountants LLP
Company did not have derivative contracts as at Firm Registration Number: 304026E / E- 300009
March 31, 2019 – Refer Note 41 to the standalone
financial statements;
Sumit Seth
iii. There were no amounts which were required Partner
to be transferred to the Investor Education and
Membership Number 105869
Protection Fund by the Company during the year

ended March 31, 2019 – Refer Note 42 to the
Place: Mumbai
standalone financial statements;
Date: May 16, 2019

Twenty-seventh Annual Report 2018-19 | 243


Annexure A to Independent Auditor’s Report
Referred to in paragraph 15 (f) of the Independent Auditor’s Report of even date to the members of National Stock Exchange of
India Limited on the standalone financial statements for the year ended March 31, 2019.

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

244 | National Stock Exchange of India Limited


recorded as necessary to permit preparation of standalone Opinion
financial statements in accordance with generally accepted 8. In our opinion, the Company has, in all material respects,
accounting principles, and that receipts and expenditures an adequate internal financial controls system with
of the company are being made only in accordance reference to standalone financial statements and such
with authorisations of management and directors of the internal financial controls with reference to standalone
company; and (3) provide reasonable assurance regarding financial statements were operating effectively as at March
prevention or timely detection of unauthorised acquisition, 31, 2019, based on the internal control over financial
use, or disposition of the company’s assets that could have reporting criteria established by the Company considering
a material effect on the standalone financial statements. the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls Over
Inherent limitations of internal financial controls with
Financial Reporting issued by the Institute of Chartered
reference to standalone financial statements
Accountants of India.
7. Because of the inherent limitations of internal financial
controls with reference to standalone financial statements,
For Price Waterhouse & Co Chartered Accountants LLP
including the possibility of collusion or improper
management override of controls, material misstatements Firm Registration Number: 304026E / E- 300009
due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal financial Sumit Seth
controls with reference to standalone financial statements
Partner
to future periods are subject to the risk that the internal
Membership Number 105869
financial controls with reference to standalone financial

statements may become inadequate because of changes
Place: Mumbai
in conditions, or that the degree of compliance with the
policies or procedures may deteriorate. Date: May 16, 2019

Twenty-seventh Annual Report 2018-19 | 245


Annexure B to Independent Auditor’s Report
Referred to in paragraph 14 of the Independent Auditor’s Report of even date to the members of National Stock Exchange of India
Limited on the standalone financial statements as of and for the year ended March 31, 2019.

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.

246 | National Stock Exchange of India Limited


Sr.No. Name of the Statute Nature of the Dues Period to which Amount Forum where dispute is Pending
amount relates (Rs. in Crores)
(Financial year)
1. Income Tax Act, 1961 Income Tax 1995-1996 0.08 High Court, Mumbai
1999-2000 0.34 High Court, Mumbai
2007-2008 0.002 Income Tax Appellate Tribunal,
Mumbai
2012-2013 2.14 Commissioner of Income Tax (Appeal)
2015-2016 40.92* Commissioner of Income Tax (Appeal)
2. Wealth Tax Act, 1957 Wealth Tax 2000-2001 0.11 Income Tax Appellate Tribunal,
Mumbai - Wealth Tax Bench
3. Finance (No.2) Act, Securities Transaction 2006-2007 1.57 High Court, Mumbai
2004-Chapter VII Tax 2007-2008 0.97 High Court, Mumbai
2008-2009 0.48 High Court, Mumbai
4. Chapter V of Finance Service Tax 2004-2005 to 28.10 Commissioner of Service tax, Mumbai
Act, 1994 2008-2009
2008-09 to 21.35 Customs, Central Excise and Service
2011-12 Tax Appellate Tribunal, Mumbai
April 2012 to 0.57 Customs, Central Excise and Service
June 2012 Tax Appellate Tribunal, Mumbai
5 The Competition Act, Penalty 2007-2008 to 55.50 Supreme Court of India
2002 2009-2010

* Rs. 8.18 crore paid under protest.

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

Twenty-seventh Annual Report 2018-19 | 247


BALANCE SHEET AS AT MARCH 31, 2019
(H in Crores)
Particulars Notes As at As at
31.03.2019 31.03.2018
ASSETS
Non-Current Assets
Property, plant and equipment 2 492.83 502.45
Capital work-in-progress 2 3.22 22.55
Other intangible assets 3 62.49 36.40
Intangible assets under development 3 22.55 20.04
Investment in subsidiaries, associates and joint ventures 4 981.67 941.67
Financial assets
- Investments 4 2,700.01 3,039.41
- Other financial assets
Non-current bank balances 5 (a) 79.30 58.70
Others 5 (b) 107.40 6.46
Income tax assets (net) 18 343.44 250.05
Other non-current assets 6 16.05 14.48
Total non-current assets 4,808.96 4,892.21
Current assets
Financial assets
- Investments 7 2,201.91 2,246.55
- Trade Receivables 8 368.61 328.28
- Cash and cash equivalents 9 39.38 44.81
- Bank balances other than cash and cash equivalents 10 701.86 179.73
- Other financial assets 5(b) 80.28 42.97
Other current assets 6 96.52 66.36
Total current assets 3,488.56 2,908.70
TOTAL ASSETS 8,297.52 7,800.91
EQUITY AND LIABILITIES
EQUITY
Equity share capital 11a 49.50 49.50
Other equity 11b 6,333.94 5,921.26
TOTAL EQUITY 6,383.44 5,970.76
LIABILITIES
Non-current liabilities
Other financial liabilities 13 9.57 9.64
Provisions 15 12.01 11.03
Deferred tax liabilities (net) 16(c) 32.92 44.91
Other non-current liabilities 19 5.39 5.39
Total non-current liabilities 59.89 70.97
Current liabilities
Financial liabilities
Deposits 20 1,092.68 1,139.08
Trade payables 12
Total Outstanding dues of micro enterprises and small enterprises 0.01 1.20
Total Outstanding dues of creditors other than micro enterprises and small 80.32 129.40
enterprises
Other financial liabilities 13 155.00 125.21
1,328.01 1,394.89
Contract Liabilities 14 13.02 -
Provisions 15 59.25 41.43
Income tax liabilities (net) 17 68.78 12.38
Other current liabilities 19 385.13 310.48
Total current liabilities 1,854.19 1,759.18
TOTAL LIABILITIES 1,914.08 1,830.15
TOTAL EQUITY AND LIABILITIES 8,297.52 7,800.91
Summary of significant accounting policies 1
The above Balance Sheet should be read in conjuction with the accompanying notes
This is the 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

Sumit Seth Dharmishta Raval Dinesh Kanabar Vikram Limaye


Partner Director Director Managing Director & CEO
Membership No.: 105869 [DIN:02792246] [DIN:00003252] [DIN:00488534]

Place : Mumbai Yatrik Vin S. Madhavan


Date : May 16, 2019 Chief Financial Officer Company Secretary

248 | National Stock Exchange of India Limited


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2019
(H in Crores)
Particulars Notes For the For the
year ended year ended
31.03.2019 31.03.2018
INCOME
Revenue from operations 21 2,450.44 2,132.72
Other income 22 578.31 459.51
Total income 3,028.75 2,592.23
EXPENSES
Employee benefits expense 23 170.12 109.24
Clearing & settlement charges 139.67 120.65
Depreciation and amortisation expense 2, 3 118.07 114.70
Other expenses 24 557.52 541.42
Total expenses 985.38 886.01
Profit before tax 2,043.37 1,706.22
Less: Income tax expense
Current tax 16(a) 665.00 533.15
Deferred tax 16(a) (11.50) 11.26
Total tax expenses 653.50 544.41
Profit for the year (A) 1,389.87 1,161.81
Other comprehensive income
Items that will be reclassified to profit or loss
Changes in fair value of FVOCI debt instruments 11b 4.41 (22.78)
Income tax relating to items that will be reclassified to profit or loss
Changes in fair value of FVOCI debt instruments 11b (1.54) 7.96
Items that will not be reclassified to profit or loss
Remeasurements of post-employment benefit obligations 11b (2.46) (0.13)
Changes in fair value of FVOCI equity instruments 11b (2.26) 8.24
Income tax relating to items that will not be reclassified to profit or loss
Remeasurements of post-employment benefit obligations 11b 0.86 0.04
Changes in fair value of FVOCI equity instruments 11b 1.17 (1.57)
Total other comprehensive income / (loss) for the year, net of taxes (B) 0.18 (8.24)
Total comprehensive income /(loss) for the year (A)+(B) 1,390.05 1,153.57
Earnings per equity share ( Face value of C 1 each)
- Basic and Diluted ( C ) 25 28.08 23.47
Summary of significant accounting policies 1
The above statement of profit and loss should be read in conjuction with the
accompanying notes

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

Sumit Seth Dharmishta Raval Dinesh Kanabar Vikram Limaye


Partner Director Director Managing Director & CEO
Membership No.: 105869 [DIN:02792246] [DIN:00003252] [DIN:00488534]

Place : Mumbai Yatrik Vin S. Madhavan


Date : May 16, 2019 Chief Financial Officer Company Secretary

Twenty-seventh Annual Report 2018-19 | 249


STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2019
(A) EQUITY SHARE CAPITAL (H in Crores)
Balance as at 01.04.2017 49.50
changes in equity share capital during the year -
Balance as at 31.03.2018 49.50

Balance as at 01.04.2018 49.50


changes in equity share capital during the year -
Balance as at 31.03.2019 49.50

(B) OTHER EQUITY (H in Crores)


Particulars Reserves and Surplus Other Reserves Total
Securities Retained CSR Other Total FVOCI FVOCI debt Total
premium earnings Reserve reserves Reserves equity instruments other
reserve and Surplus instruments reserves
Balance as at the April 1, 2017 35.50 5,732.50 53.43 11.50 5,832.93 56.94 0.27 57.21 5,890.14
Profit for the year - 1,161.81 - - 1,161.81 - - - 1,161.81
Transfer from CSR Reserve [Refer note - 53.43 (53.43) - - - - - -
34(c)]
Other Comprehensive Income - (0.09) - - (0.09) 6.67 (14.82) (8.15) (8.24)
Transaction with owners in their
capacity as owners
Dividend paid (including dividend - (1,122.45) - - (1,122.45) - - - (1,122.45)
distribution tax)
Balance as at March 31, 2018 35.50 5,825.19 - 11.50 5,872.19 63.61 (14.55) 49.06 5,921.26

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

Sumit Seth Dharmishta Raval Dinesh Kanabar Vikram Limaye


Partner Director Director Managing Director & CEO
Membership No.: 105869 [DIN:02792246] [DIN:00003252] [DIN:00488534]

Place : Mumbai Yatrik Vin S. Madhavan


Date : May 16, 2019 Chief Financial Officer Company Secretary

250 | National Stock Exchange of India Limited


STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2019 (H in Crores)
Particulars Notes For the year For the year
ended ended
31.03.2019 31.03.2018
A) CASH FLOWS FROM OPERATING ACTIVITIES
PROFIT BEFORE TAX 2,043.37 1,706.22
Adjustments for
Depreciation and amortisation expense 2, 3 118.07 114.70
Impairment losses on financial assets 24 80.13 -
Interest income from financial assets at amortised cost 22 (65.21) (94.69)
Interest income from financial assets designated at fair value through 22 (40.45) (38.52)
other comprehensive income
Income on Investments (87.63) (79.84)
Dividend income 22 (183.19) (123.10)
Rent income (4.96) (4.72)
Net fair value gain on financial assets mandatorily measured at fair 22 (90.17) (91.06)
value through profit or loss
Net gain on sale of financial assets measured at fair value through (0.51) (1.96)
other comprehensive income
Net gain on sale of investments mandatorily measured at fair value 22 (175.78) (79.84)
through profit or loss
Loss on sale of property, plant and equipment 0.04 (12.66)
Change In operating assets and liabilities
(Increase)/Decrease in trade receivables 8 (40.33) (61.76)
Increase/(Decrease) in trade payables 12 (50.27) 39.64
(Increase)/Decrease in other financial assets 5 (2.01) 29.68
(Increase)/Decrease in other assets 6 (32.17) (24.17)
Increase/(Decrease) in other financial liabilities 13 4.85 18.37
Increase/(Decrease) in contract liabilities 14 13.02 -
Increase/(Decrease) in provisions 15 16.35 (2.49)
Refund /(Proceeds) of deposits from trading member / applicant 20 (46.40) 23.40
Increase/(Decrease) in other liabilities 19 74.65 (371.18)
CASH GENERATED FROM OPERATIONS 1,531.40 946.01
Income taxes paid 17, 18 (701.99) (491.81)
NET CASH INFLOWS FROM OPERATING ACTIVITIES - TOTAL (A) 829.41 454.20
B) CASH FLOWS FROM INVESTING ACTIVITIES
Payment for property, plant and equipment & intangibles 2, 3 (92.45) (119.50)
Proceeds from rent income 4.96 4.72
Proceeds from property, plant and equipment - 20.33
Payment for investment in subsidiaries and associates (40.00) (25.00)
Proceeds from sale of investments 16,303.23 13,951.80
Payment for purchase of investments (15,756.93) (14,107.04)
Proceeds from fixed deposits with banks 198.51 1,200.01
Payment for investment in fixed deposits with banks (740.50) (711.90)
Payment for investment in deposits with financial institutions 5 (125.00) -
Interest received 5, 22 207.51 281.93
Dividend received 22 183.19 123.10
NET CASH INFLOWS / (OUTFLOWS) FROM INVESTING ACTIVITIES - 142.52 618.45
TOTAL (B)

Twenty-seventh Annual Report 2018-19 | 251


STATEMENT OF CASH FLOW FOR THE YEAR ENDED MARCH 31, 2019 (H in Crores)
Particulars Notes For the year For the year
ended ended
31.03.2019 31.03.2018
C) CASH FLOWS FROM FINANCING ACTIVITIES
Dividend paid (including dividend distribution tax) 11b (977.36) (1,122.45)
NET CASH OUTFLOWS FROM FINANCING ACTIVITIES - TOTAL (C) (977.36) (1,122.45)
NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS (5.43) (49.79)
(A)+(B)+(C)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 9 44.81 94.60
CASH AND CASH EQUIVALENTS AT END OF THE YEAR 9 39.38 44.81
NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS (5.43) (49.79)

Reconciliation of cash and cash equivalents as per the cash flow


statement
Cash and cash equivalents comprise of the following
Cash and cash equivalents 9 39.38 44.81
Balances as per statement of cash flows 39.38 44.81

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

Sumit Seth Dharmishta Raval Dinesh Kanabar Vikram Limaye


Partner Director Director Managing Director & CEO
Membership No.: 105869 [DIN:02792246] [DIN:00003252] [DIN:00488534]

Place : Mumbai Yatrik Vin S. Madhavan


Date : May 16, 2019 Chief Financial Officer Company Secretary

252 | National Stock Exchange of India Limited


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
BACKGROUND AND SIGNIFICANT ACCOUNTING POLICIES
Background
The National Stock Exchange of India Limited (“NSE” or “the Company”) established in 1992 is the first demutualized electronic
exchange in India. NSE was the first exchange in the country to provide a modern, fully automated screen-based electronic trading
system which offered easy trading facility to the investors spread across the country. NSE offers trading in equity, equity derivatives,
debt, currency derivatives and commodity derivatives segments.

Note 1: SIGNIFICANT ACCOUNTING POLICIES


This note provides a list of the significant accounting policies adopted in the preparation of these financial statements (“financial
statements”). These policies have been consistently applied to all the years presented, unless otherwise stated.

(a) Basis of preparation


These financial statements have been prepared in accordance with the historical cost basis, except as disclosed in the accounting
policies below, and are drawn up in accordance with the provisions of the Companies Act, 2013 and Indian Accounting Standards
(“Ind AS”) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules,
2015], Companies ( Indian Accounting Standards) Amendment Rules, 2016 and other relevant provisions of the Companies Act
2013 (the Act).

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.

(i) Historical cost convention


The financial statements have been prepared on a historical cost basis, except for the following:
• certain financial assets and liabilities that are measured at fair value, and
• defined benefit plans - plan assets are measured at fair value.

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.

(b) Foreign currency translation and transactions


(i) Functional and presentation currency
Items included in the financial statements of the Company are measured using the currency of the primary economic
environment in which the entity operates (‘the functional currency’). The financial statements are presented in Indian
Rupees (INR), which is the Company’s functional and presentation currency.

(ii) Transactions and balances


Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
of monetary assets and liabilities denominated in foreign currencies at the period end exchange rates are recognised in
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.

(c) Revenue recognition


Effective April 1, 2018, the Company has adopted Ind AS 115, Revenue from contracts with customers using the modified
retrospective transition approach, which is applied to contracts that were not completed as of April 1, 2018. The adoption of
this standard did not have a material impact on the financial results for the year ended March 31, 2019.

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.

(d) Income taxes


The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the applicable
income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused
tax losses, if any.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the
reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable
tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be
paid to the tax authorities.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined using tax rates

254 | National Stock Exchange of India Limited


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
(and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when
the related deferred income tax asset is realised or the deferred income tax liability is settled.

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.

(f) Impairment of assets


Intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more
frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss
is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is
the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are
grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
inflows from other assets or groups of assets (cash-generating units). Non-financial assets that suffered an impairment are
reviewed for possible reversal of the impairment at the end of each reporting period.

(g) Cash and cash equivalents


Cash and Cash equivalents includes cash on hand, deposits held at call with financial institutions, other short term, highly liquid
investments with original maturities of three months or less that are readily convertible to known amounts of cash and which
are subject to an insignificant risk of changes in value. These do not include bank balances earmarked / restricted for specific
purposes.

(h) Trade receivables


Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest
method, less provision for impairment.

(i) Investments and other financial assets


(i) Classification
The Company classifies its financial assets in the following measurement categories:
• those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss),
and
• those measured at amortised cost.

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

256 | National Stock Exchange of India Limited


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
losses which are recognised in profit and loss. When the financial asset is derecognised, the cumulative gain or loss
previously recognised in OCI is reclassified from equity to profit or loss and recognised under other income. Interest
income from these financial assets is included in other income using the effective interest rate method.

• Fair value through profit or loss (FVPL): Assets that do not meet the criteria for amortised cost or FVOCI are measured
at fair value through profit or loss. A gain or loss on a debt investment that is subsequently measured at fair value through
profit or loss is recognised in profit or loss and presented in the statement of profit and loss under other income in the
period in which it arises. Interest or dividend income, if any from these financial assets is separately included in other
income.

Equity investments (other than Investments in subsidiaries, associates and joint venture)
The Company subsequently measures all equity investments at fair value. Where the Company’s management has elected
to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent
reclassification of fair value gains and losses to profit or loss. Dividends from such investments continue to be recognised
in profit or loss as other income when the Company’s right to receive payments is established. Impairment losses (and
reversal of impairment losses) on equity investments 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.

Equity Investments (in subsidiaries, associates and joint venture)


Investments in subsidiaries, associates and joint venture are carried at cost less accumulated impairment losses, if any.
Where an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately
to its recoverable amount. The accounting policy on impairment of non-financial assets is disclosed in Note f above. On
disposal of investments in subsidiaries, associates and joint venture, the difference between net disposal proceeds and the
carrying amounts are recognized in the statement of profit and loss.

(iii) Impairment of financial assets


The Company assesses on a forward looking basis the expected credit losses associated with its assets carried at amortised
cost and FVOCI debt instruments. The impairment methodology applied depends on whether there has been a significant
increase in credit risk.

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.

(iv) De-recognition of financial assets


A financial asset is de-recognised only when
• The Company has transferred the rights to receive cash flows from the financial asset or
• retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay
the cash flows to one or more recipients.

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.

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
Where the Company retains control of the financial asset, the asset is continued to be recognised to the extent of continuing
involvement in the financial asset.

Purchase and sale of investment are accounted at trade date.

(v) Income recognition


Interest income
Interest income from debt instruments is recognised using the effective interest rate method. The effective interest rate is
the rate that exactly discounts estimated future cash receipts through the expected life of the financial assets to the gross
carrying amount of a financial asset. When calculating the effective interest rate, the Company estimates the expected cash
flows by considering all the contractual terms of the financial instrument but does not consider the expected credit losses.

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.

(j) Financial liabilities


(i) Classification as debt or equity
Financial liabilities and equity instruments issued by the Company are classified according to the substance of the
contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

(ii) Initial recognition and measurement


Financial liabilities are recognised when the Company 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.

(iii) Subsequent measurement


Financial liabilities are subsequently measured at amortised cost using the effective interest rate method. Financial
liabilities carried at fair value through profit or loss are measured at fair value with all changes in fair value recognised in the
statement of profit and loss.

(iv) Derecognition
A financial liability is derecognised when the obligation specified in the contract is discharged, cancelled or expires.

(k) Offsetting financial instruments


Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable
right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability
simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal
course of business and in the event of default, insolvency or bankruptcy of the Company or the counterparty.

(l) Property, plant and equipment (including Capital Work In Progress)


Freehold land is carried at historical cost of acquisition. All other items of property, plant and equipment are stated at historical
cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

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.

Depreciation methods, estimated useful lives and residual value


Depreciation is calculated using the straight-line method to allocate their cost, net of their residual values, over their estimated
useful lives as follows:

258 | National Stock Exchange of India Limited


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

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.

(m) Investment properties


Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the Company, is
accounted as investment property. Investment property is measured initially at its cost, including related transaction costs.

Investment properties are depreciated using the straight-line method over their estimated useful lives. Investment properties
generally have a useful life of 60 years.

(n) Intangible assets


Costs associated with maintaining software programs are recognised as an expense as incurred. Development costs that are
directly attributable to the design and testing of identifiable and unique software products controlled by the Company are
recognised as intangible assets when the following criteria are met:
• it is technically feasible to complete the software so that it will be available for use
• management intends to complete the software and use or sell it
• there is an ability to use or sell the software
• it can be demonstrated how the software will generate probable future economic benefits
• adequate technical, financial and other resources to complete the development and to use or sell the software are available,
and
• the expenditure attributable to the software during its development can be reliably measured.
Directly attributable costs that are capitalised as part of the software include employee costs and an appropriate portion of
relevant overheads.

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is available
for use.
Computer software is amortised over a period of 4 years.
(o) Trade and other payables
These amounts represent liabilities for goods and services provided to the Company prior to the end of financial period which
are unpaid. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after
the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the
effective interest method.

(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.

(q) Contingent Liabilities


Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be
confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the
Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be
required to settle the obligation or a reliable estimate of the amount cannot be made. Contingent liabilities are not disclosed in
case the possibility of an outflow of resources embodying economic benefits is remote.

(r) Employee benefits


(i) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months
after the end of the period in which the employees render the related service are the amounts expected to be paid when
the liabilities are settled. Short term employee benefits are recognised in statement of profit and loss in the period in which
the related service is rendered. The liabilities are presented as current employee benefit obligations in the balance sheet.

(ii) Other long-term employee benefit obligations


The liabilities for earned leave are not expected to be settled wholly within 12 months after the end of the period in which
the employees render the related service. They are therefore measured as the present value of expected future payments
to be made in respect of services provided by employees up to the end of the reporting period using the projected unit
credit method. The benefits are discounted using the market yields at the end of the reporting period that have terms
approximating to the terms of the related obligation. Remeasurements as a result of experience adjustments and changes
in actuarial assumptions are recognised in profit or loss.

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.

(iii) Post-employment obligations


The Company operates the following post-employment schemes:

260 | National Stock Exchange of India Limited


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
(a) Defined benefit plans such as gratuity, and
(b) Defined contribution plans such as provident fund and superannuation.

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.

(iv) Defined contribution plans


Provident fund
The Company has established ‘National Stock Exchange of India Limited Employee Provident Fund Trust’ to which both the
employee and the employer make monthly contribution equal to 12% of the employee’s basic salary, respectively. Such
contribution to the provident fund for all employees, are charged to the profit and loss. In case of any liability arising due
to shortfall between the return from its investments and the administered interest rate, the same is provided for by the
Company.

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.

(v) Bonus plans


The Company recognises a liability and an expense for bonuses. The Company recognises a provision where contractually
obliged or where there is a past practice that has created a constructive obligation.
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.
(s) Contributed equity
Equity shares are classified as equity.

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.

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
(t) Dividends
Provision is made for the amount of any dividend declared including dividend distribution tax, being appropriately authorised
and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the
reporting period.

(u) Earnings per share


(i) Basic earnings per share
Basic earnings per share is calculated by dividing:
• the profit attributable to owners of the company
• by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in
equity shares issued during the year.

(ii) Diluted earnings per share


Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:
• the after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and
• the weighted average number of additional equity shares that would have been outstanding assuming the conversion of
all dilutive potential equity shares.

(v) Core Settlement Guarantee Fund


The Company contributes to Settlement Guarantee Fund/ Core Settlement Guarantee Fund in accordance with Securities
Exchange Board of India (‘SEBI’) (Stock Exchanges and Clearing Corporations) Regulation 2018. The Company contributes
25% of its annual profits and also contributes amounts pertaining to Minimum Required Contribution to the Core Settlement
Guarantee Fund maintained by NSE Clearing Limited (formerly known as National Securities Clearing Corporation Limited)
(subsidiary of the Company), which is determined as per SEBI guidelines. The contribution to Settlement Guarantee Fund/ Core
Settlement Guarantee Fund is recorded as an expense and such amounts are separately disclosed as other current liability in
balance sheet. Effective August 29, 2016, SEBI has amended Regulation 33 of SECC Regulations, 2018 and the Company is
now required to contribute only towards the MRC of Core SGF.

(w) Rounding of amounts


All amounts disclosed in the financial statements and notes have been rounded off to the nearest crores as per the requirement
of Schedule III, unless otherwise stated.

(x) Reclassification
Previous year figures have been reclassified / regrouped wherever necessary.

(y) Critical accounting estimates and judgements


The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the
actual results. This note provides an overview of the areas that involved a higher degree of judgment or complexity, and of
items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those
originally assessed. Detailed information about each of these estimates and judgments is included in relevant notes together
with information about the basis of calculation for each affected line item in the financial statements.

The areas involving critical estimates or judgments are:


Estimation of fair value of unlisted securities Note 28
Estimation of useful life of intangible assets Note 3
Estimation of defined benefit obligation Note 26
Estimation of contingent liabilities refer Note 31

262 | National Stock Exchange of India Limited


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
Estimates and judgments are continually evaluated. They are based on historical experience and other factors, including
expectations of future events that may have a financial impact on the Company and that are believed to be reasonable under
the circumstances.

(z) Recent Accounting Pronouncements


(i) Ind AS 116 – Leases
On March 30, 2019, Ministry of Corporate Affairs has notified Ind AS 116, Leases. Ind AS 116 will replace the existing
standard, Ind AS 17 Leases, and related interpretations. The standard sets out the principles for the recognition, measurement,
presentation and disclosure of leases for both parties to a contract i.e. the lessee and the lessor. Ind AS 116 introduces a single
lessee accounting model and requires a lessee to recognise assets and liabilities for all leases with a term of more than twelve
months, unless the underlying asset is of low value. A lessee recognises right-of-use asset representing its right to use the
underlying asset and a lease liability representing its obligation to make lease payments. The standard also contains enhanced
disclosure requirements for lessees. Ind AS 116 substantially carries forward the lessor accounting requirements in Ind AS 17.

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.

(ii) Ind AS 12 Appendix C, Uncertainty over Income Tax Treatments :


On March 30, 2019, Ministry of Corporate Affairs has notified Ind AS 12 Appendix C, which specifies that the amendment is to
be applied to the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates, when
there is uncertainty over income tax treatments under Ind AS 12. It outlines the following: (1) the entity has to use judgement,
to determine whether each tax treatment should be considered separately or whether some can be considered together. The
decision should be based on the approach which provides better predictions of the resolution of the uncertainty (2) the entity is
to assume that the taxation authority will have full knowledge of all relevant information while examining any amount (3) entity
has to consider the probability of the relevant taxation authority accepting the tax treatment and the determination of taxable
profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates would depend upon the probability. Effective
date for application of this amendment is annual period beginning on or after April 1, 2019. The Company does not expect any
significant impact of the amendment on its financial statements.

(iii) Amendment to Ind AS 12 – Income taxes :


On March 30, 2019, Ministry of Corporate Affairs issued amendments to the guidance in Ind AS 12, ‘Income Taxes’.

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.

(iv) Other Amendments :


Amendments to Ind AS 23, Borrowing costs, Ind AS 28, Long term interest in Associates and Joint ventures, Ind AS 103, Business combinations,
Ind AS 111, Joint arrangements, Ind AS 19 – plan amendment, curtailment or settlement and Ind AS 109 – Prepayment Features with Negative
Compensation are either not applicable to the Company or the Company does not expect any material impact on its financial statements.

Twenty-seventh Annual Report 2018-19 | 263


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

Note 2 : PROPERTY, PLANT AND EQUIPMENT (H in Crores)


Particulars Freehold Leasehold Owned Office Electrical Furniture Trading Computer Computer Tele- Total Capital
land land building* equipments equipment & & Fixtures systems systems systems communication work in
installations office others systems progress
automation
Year ended March 31, 2018
Gross carrying amount
Opening as at 01.04.2017 35.50 107.61 173.61 71.61 103.83 47.77 200.76 17.48 213.71 185.67 1,157.55 74.77
Additions - - 13.10 15.91 11.52 10.20 12.05 6.03 27.79 35.63 132.23 80.01
Disposals (3.30) - (3.11) (2.60) (4.45) (1.54) (43.08) (0.51) (23.45) (22.13) (104.17) -
Transfers - - - - - - - - - - - (132.23)
Closing gross carrying amount 32.20 107.61 183.60 84.92 110.90 56.43 169.73 23.00 218.05 199.17 1,185.61 22.55
Accumulated depreciation
Accumulated depreciation as at - 27.72 37.50 56.94 42.33 28.55 182.38 13.97 150.21 144.62 684.22 -
01.04.2017

264 | National Stock Exchange of India Limited


Depreciation charge during the year - 1.29 3.09 8.51 8.55 4.51 10.47 2.84 34.00 22.18 95.44 -
Disposals - - (0.83) (2.56) (3.65) (1.26) (43.08) (0.51) (22.70) (21.91) (96.50) -
Closing accumulated depreciation - 29.01 39.76 62.89 47.23 31.80 149.77 16.30 161.51 144.89 683.16 -
Net carrying amount as at 31.03.2018 32.20 78.60 143.84 22.03 63.67 24.63 19.96 6.70 56.54 54.28 502.45 22.55
Year ended March 31, 2019
Gross carrying amount
Opening as at 01.04.2018 32.20 107.61 183.60 84.92 110.90 56.43 169.73 23.00 218.05 199.17 1,185.61 22.55
Additions - - - 6.60 1.16 3.69 0.77 1.78 24.00 51.53 89.53 70.20
Disposals - - - (0.81) - (0.22) (0.03) (0.08) (32.73) (63.54) (97.41) -
Transfers - - - - - - - - - - - (89.53)
Closing gross carrying amount 32.20 107.61 183.60 90.71 112.06 59.90 170.47 24.70 209.32 187.16 1,177.73 3.22
Accumulated depreciation
Opening as at 01.04.2018 - 29.01 39.76 62.89 47.23 31.80 149.77 16.30 161.51 144.89 683.16 -
Depreciation charge during the period - 1.29 3.07 7.47 7.84 4.64 9.50 3.83 30.18 31.29 99.11 -
Disposals - - - (0.81) - (0.22) (0.03) (0.08) (32.73) (63.50) (97.37) -
Closing accumulated depreciation - 30.30 42.83 69.55 55.07 36.22 159.24 20.05 158.96 112.68 684.90 -

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 : INTANGIBLE ASSETS (H in Crores)


Particulars Computer Computer Total
software software under
development
Gross carrying amount
Opening as at 01.04.2017 210.69 26.82 237.51
Additions 25.48 24.09 49.57
Deductions (10.53) (5.39) (15.92)
Transfers - (25.48) (25.48)
Closing gross carrying amount 225.64 20.04 245.68
Accumulated amortisation
Opening as at 01.04.2017 174.13 - 174.13
Amortisation for the year 19.25 - 19.25
Deductions (4.14) - (4.14)
Closing accumulated amortisation 189.24 - 189.24
Net carrying amount as at 31.03.2018 36.40 20.04 56.44
Gross carrying amount
Opening as at 01.04.2018 225.64 20.04 245.68
Additions 45.05 13.24 58.29
Deductions - - -
Transfers - (10.73) (10.73)
Closing gross carrying amount 270.69 22.55 293.24
Accumulated amortisation
Opening as at 01.04.2018 189.24 - 189.24
Amortisation for the year 18.96 - 18.96
Deductions - - -
Closing accumulated amortisation 208.20 - 208.20
Net carrying amount as at 31.03.2019 62.49 22.55 85.04

Note : 3.1 Capital and other Contractual committment Refer note 30

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.

Twenty-seventh Annual Report 2018-19 | 265


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

Note 4 : NON-CURRENT INVESTMENTS (contd...)


Particulars 31.03.2019 31.03.2018
Number of (H in Number of (H in
Units Crores) Units Crores)
I Investment in equity instruments (fully paid up)
A) Unquoted equity instruments at cost
(i) In subsidiary companies
NSE Clearing Limited (formerly known as National Securities 4,50,00,000 5.64 4,50,00,000 5.64
Clearing Corporation Limited)
NSE Investments Limited (formerly known as NSE Strategic 41,30,21,703 413.14 41,30,21,703 413.14
Investment Corporation Limited)
NSE IFSC Limited 9,00,00,000 90.00 5,00,00,000 50.00
NSE Foundation (Section 8 Company) 38,000 - 38,000 -
(ii) In associate companies
National Securities Depository Limited 96,00,000 58.92 96,00,000 58.92
BFSI Sector Skill Council Of India (Section 8 Company) 1,00,00,000 1.00 1,00,00,000 1.00
Total equity instruments 568.70 528.70

II Investments in preference shares (fully paid up)


A) Unquoted preference shares at cost
In subsidiary company
6% Non-Cumulative Compulsorily Convertible Preference 41,29,71,703 412.97 41,29,71,703 412.97
Shares of NSE Investments Limited (formerly known as NSE
Strategic Investment Corporation Limited)
Total preference shares 412.97 412.97
Total Investment in subsidiaries and associates 981.67 941.67

III Investment in equity instruments (fully paid up)


A) Quoted equity instruments at FVOCI
In Companies other than subsidiaries
Multi Commodity Exchange of India Limited 5,000 0.40 5,000 0.33
Total quoted equity instruments at FVOCI 0.40 0.33
B) Unquoted equity instruments
In companies at FVOCI
National Commodity & Derivative Exchange Limited 76,01,377 134.17 76,01,377 136.51
Total unquoted equity instruments 134.17 136.51

IV Investment in exchange traded funds


Quoted exchange traded funds at FVPL
CPSE ETF 1,09,32,095 29.78 1,52,57,095 42.74
SBI-ETF Nifty 50 23,50,000 28.10 41,89,000 42.70
ICICI Prudential Nifty iWIN ETF 23,23,000 28.12 60,06,000 62.65
Kotak Mahindra MF - Kotak Banking ETF 9,30,414 30.53 17,13,828 42.46

266 | National Stock Exchange of India Limited


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

Note 4 : NON-CURRENT INVESTMENTS (contd...)


Particulars 31.03.2019 31.03.2018
Number of (H in Number of (H in
Units Crores) Units Crores)
R Shares Nifty Bees 4,32,958 52.85 7,15,858 75.11
R Shares Bank Bees 1,81,285 56.53 3,92,285 96.72
Total exchange traded funds 225.91 362.38
V Investment in bonds
Quoted bonds at amortised cost
(i) Tax free bonds
7.28% National Highways Authority of India 1,100 119.82 1,100 119.93
7.35% National Bank For Agricultural & Rural Development 5,00,000 51.88 5,00,000 52.01
7.19% Indian Railway Finance Corporation Limited 450 48.18 450 48.20
8.46% Rural Electrification Corporation Limited 350 42.48 400 48.19
8.63% National Housing Bank 80,000 47.57 80,000 48.07
7.64% National Bank For Agricultural & Rural Development 4,00,000 42.12 4,00,000 42.25
8.67% National Hydroelectric Power Corporation Limited 3,00,000 38.71 3,00,000 38.97
6.89% National Housing Bank 350 35.87 350 36.05
8.46% National Housing Bank - Series V 300 33.78 300 33.95
8.67% Power Finance Corporation Limited 2,50,000 30.96 2,50,000 31.18
7.35% National Highways Authority Of India 2,50,000 29.95 2,50,000 30.13
6.86% India Infrastructure Finance Company Limited 2,50,000 24.71 2,50,000 24.64
7.51% Housing & Urban Development Corporation Limited 2,50,000 25.88 2,50,000 25.94
8.63% NTPC Limited 200 23.42 200 23.66
8.46% India Infrastructure Finance Company Limited 200 22.72 200 22.85
8.20% Housing & Urban Development Corporation Limited 2,00,000 22.35 2,00,000 22.57
7.39% Housing & Urban Development Corporation Limited 2,00,000 21.87 2,00,000 21.95
7.15% NTPC Limited 200 21.11 200 21.14
7.35% Indian Railway Finance Corporation Ltd 2031 1,50,000 17.40 1,50,000 17.51
8.48% India Infrastructure Finance Company Limited 150 16.95 150 17.04
8.35% Indian Railway Finance Corporation Limited 150 16.21 150 16.21
7.18 % Indian Railway Finance Corpn Ltd - Tranche 1 - 1,50,000 15.50 1,50,000 15.50
Series 1
8.41% NTPC Limited 1,29,162 14.33 1,29,162 14.53
8.20% Power Finance Corporation Limited - Tranche 1 - 35,436 3.83 1,35,436 14.37
Series 1
8.66% India Infrastructure Finance Company Limited 1,00,000 11.77 1,00,000 11.84
8.40% Indian Railway Finance Corporation Limited 1,00,000 11.69 1,00,000 11.76
7.27% Power Finance Corporation Limited 1,00,000 11.10 1,00,000 11.15
7.19% Housing & Urban Development Corporation Limited 1,00,000 10.08 1,00,000 10.09
7.34% Indian Railway Finance Corporation Limited 1,00,000 10.48 1,00,000 10.49
7.21% Rural Electrification Corporation Limited 100 10.41 100 10.44
7.07% Housing & Urban Development Corporation Limited 100 10.35 100 10.35
7.19% India Infrastructure Finance Company Limited 1,00,000 10.43 1,00,000 10.34
7% Housing & Urban Development Corporation Limited 100 10.34 100 10.34
7.36% India Infrastructure Finance Company Limited 1,00,000 10.30 1,00,000 10.32

Twenty-seventh Annual Report 2018-19 | 267


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

Note 4 : NON-CURRENT INVESTMENTS (contd...)


Particulars 31.03.2019 31.03.2018
Number of (H in Number of (H in
Units Crores) Units Crores)
7.93 % Rural Electrification Corporation Limited - Tranche 61,238 6.76 61,238 6.85
1 - Series 1
8.68% National Housing Bank 10,000 5.89 10,000 5.96
8.66% NTPC Limited 50,000 6.16 50,000 6.20
8.46% Power Finance Corporation Limited 50 6.07 50 6.13
8.54% Power Finance Corporation Limited 50,000 5.88 50,000 5.93
7.40% India Infrastructure Finance Company Limited 50,000 5.46 50,000 5.48
8.09% - Power Finance Corporation Limited - Series 80 A 500 5.36 500 5.44
8.20% National Highways Authority of India - Tranche 1 - 37,086 3.86 37,086 3.86
Series 1
8.00 % Indian Railway Finance Corporation Limited - 32,626 3.38 32,626 3.38
Tranche 1 - Series 1
8.46% Rural Electrification Corporation Limited - - 2,50,000 27.76
7.43% Rural Electrification Corporation Limited - - 1,00,000 10.75
Total tax free bonds 923.39 981.70

(ii) Taxable bonds


8.80% Power Grid Corporation of India Limited 500 50.44 500 50.49
8.39% Power Finance Corporation Limited 250 24.92 250 24.90
8.82% Rural Electrification Corporation Limited - Sr 114 150 16.35 150 16.37
8.70% Power Grid Corporation of India Limited 50 5.45 50 5.47
8.40% Power Grid Corporation of India Limited 50 5.32 50 5.31
Total taxable bonds 102.48 102.54
Total bonds 1,025.87 1,084.24

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

268 | National Stock Exchange of India Limited


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

Note 4 : NON-CURRENT INVESTMENTS (contd...)


Particulars 31.03.2019 31.03.2018
Number of (H in Number of (H in
Units Crores) Units Crores)
7.80% HDFC Limited - - 25 25.74
8.79% Bajaj Finance Limited - - 250 25.60
9.25% Tata Sons Limited - - 250 25.54
9.44% LIC Housing Finance - - 150 16.04
8.25% Bajaj Finance Limited - - 100 10.58
7.90% Bajaj Finance Limited - - 100 10.43
9.47% Bajaj Finance Limited - - 50 5.34
8.97% LIC Housing Finance - - 50 5.27
8.72% LIC Housing Finance - - 50 5.21
Total debentures 160.20 431.52

VII Investment in government securities


Quoted investment in government securities at FVOCI
7.61% Goverment of India 154.65 154.64
8.97% Goverment of India 141.43 140.93
8.60% Government of India 76.94 76.95
8.15% Government of India 69.78 68.90
6.97% Goverment of India 58.97 58.23
6.79% Goverment of India 24.05 24.23
8.67% Maharashtra SDL 5.34 5.27
Total government securities 531.16 529.15

VIII Mutual Funds


Quoted investments in mutual funds at FVPL
Fixed Maturity Plans
Reliance Fixed Horizon Fund XXXIII Series 3 - 1215 Days - 2,50,00,000 28.97 2,50,00,000 26.88
Direct - Growth
Reliance Fixed Horizon Fund - XXXIII - Series 4 - 1208 Days 2,50,00,000 28.97 2,50,00,000 26.86
Reliance Fixed Horizon Fund - XXXIII - Series 6 - 1201 Days 2,50,00,000 28.86 2,50,00,000 26.78
- Direct - Growth
Kotak Fmp Series 199 - 1147 Days 2,00,00,000 23.15 2,00,00,000 21.52
Reliance Fixed Horizon Fund XXXII Series 9 - 1285 Days 2,00,00,000 23.19 2,00,00,000 21.51
Birla Sun Life Fixed Term Plan - Series OI (1120 Days) 2,00,00,000 23.14 2,00,00,000 21.49
Kotak FMP Series 202 - 1144 Days - Direct - Growth 2,00,00,000 23.02 2,00,00,000 21.39
Reliance Fixed Horizon Fund - XXXIII - Series 7 - 1197 Days 2,00,00,000 23.06 2,00,00,000 21.39
- Direct - Growth
Reliance Fixed Horizon Fund XXXIII Series 1 - 1222 Days 2,00,00,000 23.22 2,00,00,000 21.51
ICICI Prudential Fixed Maturity Plan - Series 80 - 1253 Days 1,50,00,000 17.40 1,50,00,000 16.14
Plan J
DHFL Pramerica Fixed Duration Fund Series AE 1,50,000 17.37 1,50,000 16.11
Kotak FMP Series 200 - 1158 Days 1,50,00,000 17.33 1,50,00,000 16.11

Twenty-seventh Annual Report 2018-19 | 269


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
Note 4 : NON-CURRENT INVESTMENTS (contd...)
Particulars 31.03.2019 31.03.2018
Number of (H in Number of (H in
Units Crores) Units Crores)
DSP Blackrock FMP Series 204 - 37M - Direct - Growth 1,50,00,000 17.30 1,50,00,000 16.09
ICICI Prudential Fixed Maturity Plan - Series 80 - 1187 1,50,00,000 17.34 1,50,00,000 16.08
Days Plan G - Direct-Growth
IDFC Fixed Maturity Plan - Series 131 - 1139 Days - Direct 1,50,00,000 17.26 1,50,00,000 16.06
- Growth
Birla Sun Life Fixed Term Plan - Series Oh - 1120 Days 1,00,00,000 11.60 1,00,00,000 10.77
IDFC Fixed Maturity Plan - Series 129 - 1147 Days 1,00,00,000 11.56 1,00,00,000 10.77
ICICI Prudential Fixed Maturity Plan - Series 80 - 1233 Days 1,00,00,000 11.59 1,00,00,000 10.74
Plan O - 29-Jul-2020
Birla Sun Life Fixed Term Plan - Series Oe - 1153 Days 1,00,00,000 11.57 1,00,00,000 10.74
UTI-FTIF-XXVI-VI (1146 Days) 1,00,00,000 11.55 1,00,00,000 10.73
ICICI Prudential Fixed Maturity Plan - Series 80 - 1227 1,00,00,000 11.58 1,00,00,000 10.73
Days Plan Q
ICICI Prudential Fixed Maturity Plan - Series 80 - 1231 1,00,00,000 11.59 1,00,00,000 10.74
Days Plan P
Birla Sun Life Fixed Term Plan - Series Og - 1146 Days 1,00,00,000 11.55 1,00,00,000 10.73
DSP Blackrock FMP Series 205 - 37M - Direct - Growth 1,00,00,000 11.54 1,00,00,000 10.72
Birla Sun Life Fixed Term Plan - Series OK (1135 Days) - 1,00,00,000 11.53 1,00,00,000 10.71
Direct - Growth
Invesco India Fixed Maturity Plan - Series 29 - Plan B (1150 1,00,00,000 11.53 1,00,00,000 10.71
Days) - Direct - Growth
ICICI Prudential Fixed Maturity Plan - Series 80 - 1225 Days 1,00,00,000 11.54 1,00,00,000 10.69
Plan T - Direct - Growth
UTI Fixed Term Income Fund Series XXVI-VIII (1154 Days) 1,00,00,000 11.49 1,00,00,000 10.68
- Direct - Growth
Reliance Fixed Horizon Fund Xxxiv Series 7 - 1105 Days - 1,00,00,000 11.27 1,00,00,000 10.47
Direct - Growth
HDFC FMP 1430D - Series 38 - Direct - Growth 1,00,00,000 11.11 1,00,00,000 10.32

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

270 | National Stock Exchange of India Limited


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

Note 4 : NON-CURRENT INVESTMENTS (contd...)


Particulars 31.03.2019 31.03.2018
Number of (H in Number of (H in
Units Crores) Units Crores)
SBI Magnum Balanced Fund - Direct - Growth - - 3,02,971 3.90
Tata Balanced Fund - Direct - Growth - - 1,86,744 3.91
622.30 495.28
Total Investment other than in subsidiaries and 2,700.01 3,039.41
associates
Total non-current investments 3,681.68 3,981.08
Aggregate book value of quoted investments 2,565.83 2,902.90
Aggregate market value of quoted investments 2,601.00 2,939.78
Aggregate book value of unquoted investments 1,115.85 1,078.18
Aggregate amount of impairment in the value of 0.04 0.04
investments

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)].

Note 5 : OTHER FINANCIAL ASSETS (H in Crores)


Particulars Non- Current Non- Current
current current
31.03.2019 31.03.2019 31.03.2018 31.03.2018
Non-current bank balances
Fixed deposits with maturity for more than 12 months - - 3.97 -
Earmarked fixed deposits with maturity for more than 12 months (Refer 79.30 - 54.73 -
note 5.1)
Total (a) 79.30 - 58.70 -

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)]

Twenty-seventh Annual Report 2018-19 | 271


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

Note 6 : OTHER ASSETS (H in Crores)


Particulars Non- Current Non- Current
current current
31.03.2019 31.03.2019 31.03.2018 31.03.2018
Capital advances 0.67 - 1.11 -
Other Advances recoverable - 13.35 - 7.92
Balances with statutory authorities - 48.35 - 32.07
Prepaid expenses 4.79 34.82 2.78 26.37
Securities Transaction Tax paid (Refer note 6.1) 10.59 - 10.59 -
16.05 96.52 14.48 66.36

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)]

Note 7 : CURRENT INVESTMENTS (contd.)


Particulars 31.03.2019 31.03.2018
Number of (H in Number of (H in
Units Crores) Units Crores)
I Current portion of long term investments
A) Invetsment in bonds
Quoted bonds at amortised cost
Taxable bonds
11.25% Power Finance Corporation Limited - 28 Nov 2018 - - 100 10.48
Total taxable bonds - 10.48

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 - -

272 | National Stock Exchange of India Limited


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

Note 7 : CURRENT INVESTMENTS (contd.)


Particulars 31.03.2019 31.03.2018
Number of (H in Number of (H in
Units Crores) Units Crores)
0% HDB Financial Services Limited 250 30.58 - -
7.65% Bajaj Finance Limited 300 30.31 - -
8.48% HDB Financial Services Limited 250 26.87 - -
7.65% Kotak Mahindra Prime Limited 250 26.84 - -
8.45% Housing Development Finance Corporation Limited 25 26.77 - -
7.85% Housing Development Finance Corporation Limited 25 26.44 - -
7.90% Tata Sons Limited 250 26.56 - -
7.59% Kotak Mahindra Investments Limited 250 25.79 - -
7.80% HDFC Limited 25 25.75 - -
8.79% Bajaj Finance Limited 250 25.33 - -
9.25% Tata Sons Limited 250 25.16 - -
9.4554% Sundaram Finance Limited 150 22.66 - -
8.25% Bajaj Finance Limited 100 10.52 - -
7.90% Bajaj Finance Limited 100 10.41 - -
9.47% Bajaj Finance Limited 50 5.26 - -
8.97% LIC Housing Finance 50 5.22 - -
8.72% LIC Housing Finance 50 5.17 - -
8.80% Kotak Mahindra Prime Limited - - 450 47.88
8.71% Can Fin Homes Limited - - 350 36.98
8.90% Sundaram Finance Limited - - 250 26.74
8.75% Tata Capital Limited - - 250 26.45
8.74% Infrastructure Leasing & Financial Services Limited - - 2,50,000 26.40
8.58% Tata Motors Finance Limited - - 250 26.40
9.90% Tata Sons Limited - - 250 26.23
8.70% IL&FS Financial Services Limited 2,50,000 27.17 2,50,000 26.08
8.58% Infrastructure Leasing & Financial Services Limited 2,50,000 26.78 2,50,000 25.71
8.90% IL&FS Financial Services Limited 2,50,000 26.18 2,50,000 25.07
8.77% ICICIHome Finance Company Limited - - 500 25.05
0% Infrastructure Leasing & Financial Services Limited - - 1,50,000 19.30
8.80% Kotak Mahindra Prime Limited - - 150 15.96
8.80% Can Fin Homes Limited - - 100 10.66
8.71% HDB Financial Services Limited - - 100 10.54
8.41% Can Fin Homes Limited - - 100 10.39
8.90% HDB Financial Services Limited - - 100 10.18
9% Shriram Transport Finance Company Limited - - 50 5.42
8.58% Sundaram Finance Limited - - 50 5.41
9.05% Fullerton India Credit Company Limited - Series 33-A - - 50 5.41
10.25% Mahindra & Mahindra Financial Services Limited - - 50 5.28
8.45% Can Fin Homes Limited - - 50 5.17
Less: Impairment losses on financial assets (Refer note 39D) (80.13)
Total quoted debentures 708.11 422.72

Twenty-seventh Annual Report 2018-19 | 273


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

Note 7 : CURRENT INVESTMENTS (contd.)


Particulars 31.03.2019 31.03.2018
Number of (H in Number of (H in
Units Crores) Units Crores)

C) Investment in mutual funds


Unquoted Investments in mutual funds at FVPL
SBI Magnum Ultra Short Duration Fund - Direct - Growth - 5,90,839 246.24 - -
Colocation (Refer note 7.1)
HDFC Money Market Fund - Direct - Growth - Colocation (Refer 6,15,886 241.38 - -
note 7.1)
Aditya Birla Sun Life Money Manager Fund - Direct - Growth - 79,90,794 201.13 - -
Colocation (Refer note 7.1)
Invesco India Money Market Fund - Direct - Growth - Colocation 4,54,782 98.70 - -
(Refer note 7.1)
IDFC Ultra Short Term Fund - Dir - Growth - Colocation - Lien Mark 2,56,33,104 68.56 - -
(Refer note 7.1)
Axis Liquid Fund - Direct - Growth - Colocation (Refer note 7.1) 1,08,663 22.53 - -
UTI Treasury Advantage Fund - Dir - Growth - Colocation (Refer - - 9,37,102 226.17
note 7.1)
Tata Ultra Short Term Fund - Direct - Growth - Colocation (Refer - - 6,93,147 184.17
note 7.1)
DSP Blackrock Ultra Short Term Fund - Dir - Growth - Colocation - - 13,67,64,789 174.28
(Refer note 7.1)
LIC MF Savings Plus Fund - Direct - Growth - Colocation (Refer - - 6,08,74,471 168.12
note 7.1)
Reliance Money Manager Fund - Direct – Growth - Colocation - - 5,58,037 136.01
(Refer note 7.1)
Aditya Birla Sun Life Savings Fund - Direct - Growth - Colocation - - 32,82,008 112.88
(Refer note 7.1)
Invesco India Ultra Short Term Fund - Direct – Growth - - - 3,57,392 87.37
Colocation (Refer note 7.1)
IDFC Low Duration Fund - Direct - Growth - Colocation - Lien Mark - - 2,56,33,104 63.56
(Refer note 7.1)
UTI Money Market - Direct Plan - Growth - Colocation (Refer note 7,30,395 154.30 - -
7.1)
ICICI Prudential Money Market Fund - Direct - Growth - Colocation 1,11,08,361 289.00 - -
(Refer note 7.1)
L&T Ultra Short Term Fund - Direct - Growth 1,30,56,607 40.66 7,83,59,243 225.93
Reliance Money Market Fund - Direct - Growth 1,42,662 40.51 - -
Kotak Savings Fund - Direct - Growth 98,54,029 30.11 - -
Aditya Birla Sun Life Money Manager Fund - Direct - Growth 10,60,657 26.70 - -
ICICI Prudential Money Market Fund - Direct- Growth 7,69,049 20.00 - -
Birla Sun Life Floating Rate Fund - LTP - Direct - Growth Lien 1,91,195 4.46 1,91,195 4.12
Marked
UTI Treasury Advantage Fund - Direct - Growth - Lien Marked 12,277 3.19 2,954 0.71
ICICI Prudential Liquid - Direct Plan - Growth 81,020 2.24 3,24,711 8.35

274 | National Stock Exchange of India Limited


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

Note 7 : CURRENT INVESTMENTS (contd.)


Particulars 31.03.2019 31.03.2018
Number of (H in Number of (H in
Units Crores) Units Crores)
SBI Banking & PSU Fund - Direct - Growth - Lien Marked 9,426 2.02 - -
HDFC Liquid Fund - Direct - Growth 4,498 1.65 6,672 2.28
SBI Magnum Low Duration Fund - Direct - Growth Lien Marked 1,711 0.42 - -
Axis Treasury Advantage Fund - Growth - Direct Plan - - 5,78,120 114.52
Axis Liquid Fund -Direct - Growth - - - -
ICICI Prudential Flexible Income Plan - Growth - Direct - - 34,66,957 116.11
HDFC Floating Rate Income Fund - STP - Direct - Growth - - 5,45,65,681 165.78
HSBC Cash Fund – Direct - Growth - - 1,15,976 20.06
UTI Floating Rate Fund - Stp - Direct – Growth Lien Marked - - 5,048 1.47
SBI SHDF - Ultra Short Term - Direct – Growth Lien Marked - - 6,434 1.45
Total Investment in Mutual Funds 1,493.80 1,813.35
Total current investments 2,201.91 2,246.55
Aggregate book value of quoted investments 708.11 433.20
Aggregate market value of quoted investments 712.74 433.96
Aggregate book value of unquoted investments 1,493.80 1,813.35
Aggregate amount of impairment in the value of investments 80.13 -

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)].

Note 8 : TRADE RECEIVABLES (H in Crores)


Particulars Current Current
31.03.2019 31.03.2018
Trade Receivables 368.65 328.32
Less : Loss Allowance (0.04) (0.04)
368.61 328.28
Break up of security details
Trade Receivables considered good - Secured 342.20 314.20
Trade Receivables considered good - Unsecured 26.45 14.12
Trade Receivables which have significant increase in credit risk - -
Trade Receivables - credit impaired - -
Total 368.65 328.32
Loss allowance (0.04) (0.04)
Total Trade Receivables 368.61 328.28

8.1 Trade Receivables are secured against deposits received from members (Refer note: 20 & 37)

Twenty-seventh Annual Report 2018-19 | 275


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

Note 9 : CASH AND CASH EQUIVALENTS (H in Crores)


Particulars Current Current
31.03.2019 31.03.2018
Balances with banks : in current accounts 39.37 44.80
Cash on hand 0.01 0.01
Total 39.38 44.81

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)]

Note 11 a : EQUITY SHARE CAPITAL (H in Crores)


Particulars Current Current
31.03.2019 31.03.2018
Authorised
50,00,00,000 Equity Shares of C1 each. (Previous year : 50,00,00,000 equity shares of 50.00 50.00
C. 1 each)
Issued, subscribed and paid-up
49,50,00,000 equity shares of C1 each, fully paid up (Previous year : 49,50,00,000 49.50 49.50
equity shares of C1 each, fully paid up)
Total 49.50 49.50

Terms and rights attached to equity shares


The Company has only one class of equity shares having a par value of C 1 per share. They entitle the holder to participate in
dividends. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by
the shareholders.

276 | National Stock Exchange of India Limited


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

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

Details of shareholders holding more than 5% share in the Company


Name of the Company As at 31.03.2019 As at 31.03.2018
No. % holding No. % holding
Life Insurance Corporation of India 6,19,13,500 12.51% 6,19,13,500 12.51%
State Bank of India 2,18,59,860 4.42% 2,57,12,500 5.19%

Note 11 b : OTHER EQUITY (H in Crores)


Particulars Reserves and Surplus Other Reserves Total
Securities Retained CSR Reserve Other Total FVOCI FVOCI debt Total other
premium earnings * reserves Reserves equity instruments reserves
reserve and Surplus instruments
Balance as at the April 1, 2017 35.50 5,732.50 53.43 11.50 5,832.93 56.94 0.27 57.21 5,890.14
Profit for the year - 1,161.81 - - 1,161.81 - - - 1,161.81
Transfer from CSR Reserve [Refer note - 53.43 (53.43) - - - - - -
34(c)]
Dividend paid (including dividend - (1,122.45) - - (1,122.45) - - - (1,122.45)
distribution tax)
(Note 1 below)
Items of Other Comprehensive
Income
Remeasurements of post-employment - (0.09) - - (0.09) - - - (0.09)
benefit obligations, net of tax
Changes in fair value of FVOCI equity - - - - - 6.67 - 6.67 6.67
instruments, net of tax
Changes in fair value of FVOCI debt - - - - - - (14.82) (14.82) (14.82)
instruments, net of tax
Balance as at March 31, 2018 35.50 5,825.20 - 11.50 5,872.20 63.61 (14.55) 49.05 5,921.25
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 - 1389.87 - 1389.87 - - - 1389.87
Dividend paid (including dividend - (977.36) - (977.36) - - - (977.36)
distribution tax) (Refer Note 2 below)
Items of Other Comprehensive
Income
Remeasurements of post-employment - (1.60) - (1.60) - - - (1.60)
benefit obligations, net of tax
Changes in fair value of FVOCI equity - - - - (1.09) - (1.09) (1.09)
instruments, net of tax
Changes in fair value of FVOCI debt - - - - - 2.87 2.87 2.87
instruments, net of 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

31.03.2019 31.03.2018
*Includes General Reserves 3,690.00 3,690.00

Twenty-seventh Annual Report 2018-19 | 277


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
Securities premium reserve
Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the
provisions of the Companies Act 2013.

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.

FVOCI equity investments


The Company has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive
income. These changes are accumulated within the FVOCI equity investments reserve within equity. The Company transfers
amounts from this reserve to retained earnings when the relevant equity securities are derecognised.

Debt Instruments through Other Comprehensive Income:


The fair value change of the debt instruments measured at fair value through other comprehensive income is recognised in debt
instruments through other comprehensive income. Upon derecognition, the cumulative fair value changes on the said instruments
are reclassified to the Statement of Profit and Loss.
Note 1 : The Board of Directors, in their meeting held on May 5, 2017, proposed a dividend of C 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 C 7 per equity share of C 1/- each of the Company. The total dividend paid during the year ended March 31, 2018
amounts to C 952.88 crores excluding dividend distribution tax C 169.57 crores.
Note 2 : The Board of Directors, in their meeting held on May 4, 2018, proposed a dividend of C 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 C 9.25 per equity share of C 1/- each of the Company. The total dividend paid during the year ended March 31,
2019 amounts to C 841.50 crores excluding dividend distribution tax C 154.54 crores.

Note 12 : TRADE PAYABLES (H in Crores)


Particulars Current Current
31.03.2019 31.03.2018
Trade payables 69.77 82.34
Trade payables to MSME (Refer Note 32) 0.01 1.20
Trade payables to related parties (Refer note 29b) 10.55 47.06
Total 80.33 130.60

Note 13 :OTHER FINANCIAL LIABILITIES (H in Crores)


Particulars As at 31.03.2019 As at 31.03.2018
Non- Current Non- Current
current current
Deposits - Premises - 5.72 - 5.30
Creditors for capital expenditure - 39.89 - 15.02
Defaulters fund pending claims - 89.86 - 83.01
Obligations under finance lease (Refer Note 35) 9.57 1.83 9.64 1.20
Other liabilities - 17.70 - 20.68
Total 9.57 155.00 9.64 125.21

278 | National Stock Exchange of India Limited


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

Note 14 : CONTRACT LIABILITIES (H in Crores)


Particulars As at 31.03.2019 As at 31.03.2018
Non- Current Non- Current
current current
Contract Liabilities related to Listing services - 13.02 - -
- 13.02 - -

Note 15 : PROVISIONS (H in Crores)


Particulars As at 31.03.2019 As at 31.03.2018
Non- Current Non- Current
current current
Employee benefits obligation
Provision for gratuity 3.93 3.25 3.91 2.39
Provision for variable pay and other allowances 8.08 39.97 7.12 26.73
Provision for leave encashment - 16.03 - 12.31
12.01 59.25 11.03 41.43

Note 16 : INCOME TAXES


(A) Income tax expense (H in Crores)
Particulars 31.03.2019 31.03.2018
Income tax expense
Current Tax
Current tax expense 665.00 533.00
Adjustment for current tax of prior year - 0.15
Total Current Tax 665.00 533.15
Deferred Tax
Decrease (increase) in deferred tax assets 0.02 (3.07)
Increase in deferred tax liabilities (11.52) 14.33
Total deferred tax expense (benefit) (11.50) 11.26
Total Income tax expenses* 653.50 544.41

*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

(C) Deferred tax liabilities (net)


The balance comprises temporary differences attributable to: (H in Crores)
Particulars 31.03.2019 31.03.2018
Deferred income tax assets
Provision for leave encashment 4.13 2.29
Financial Assets at Fair Value through OCI 6.28 7.89
Others 17.48 18.41
Total deferred tax assets 27.89 28.59
Deferred income tax liabilities
Property, plant and equipment and investment property 6.50 14.41
Financial Assets at Fair Value through OCI 12.58 13.75
Financial Assets at Fair Value through profit and Loss 41.71 42.52
Others 0.02 2.82
Total deferred tax liabilities 60.81 73.50
Net Deferred tax liabilities 32.92 44.91

(D) Deferred tax assets


Movements in deferred tax assets (H in Crores)
Particulars Provision Financial Assets at Financial Assets at Fair Others Total
for Leave Fair Value through Value through OCI on
Encashment profit and Loss Debt instruments*
At 1 April 2017 2.27 - (0.07) 15.32 17.52
Charged/(credited) -
- to profit or loss 0.02 - - 3.05 3.07
- to other comprehensive income - - 7.96 0.04 8.00
At 31 March 2018 2.29 - 7.89 18.41 28.59
Charged/(credited)
- to profit or loss 1.84 (0.07) (1.79) (0.02)
- to other comprehensive income - - (1.54) 0.86 (0.68)
At 31 March 2019 4.13 - 6.28 17.48 27.89

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.

(E) Movements in deferred tax liabilities (H in Crores)


Particulars Property, Financial Assets at Financial Assets at Fair Others Total
Plant and Fair Value through Value through OCI on
Equipment profit and Loss equity instruments*
At 1 April 2017 24.09 19.12 12.18 2.22 57.61
Charged/(credited)
- to profit or loss (9.68) 23.40 - 0.61 14.33
- to other comprehensive income - - 1.57 (0.01) 1.56
At 31 March 2018 14.41 42.52 13.75 2.82 73.50
Charged/(credited)
- to profit or loss (7.91) (0.81) - (2.80) (11.52)
- to other comprehensive income - - (1.17) - (1.17)
At 31 March 2019 6.50 41.71 12.58 0.02 60.81

*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.

280 | National Stock Exchange of India Limited


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

Note 17 : INCOME TAX LIABILITIES (NET) - CURRENT (H in Crores)


Particulars 31.03.2019 31.03.2018
Wealth tax (net of advances) 0.29 0.29
Income tax (net of advances) 68.49 12.09
68.78 12.38

Note 18 : INCOME TAX ASSETS (NET) - NON-CURRENT (H in Crores)


Particulars 31.03.2019 31.03.2018
Income tax paid including TDS (Net of provisions) 341.21 247.82
Wealth tax (net of provisions) 0.02 0.02
Fringe benefit tax (net of provisions) 2.21 2.21
343.44 250.05

Note 19 : OTHER LIABILITIES (H in Crores)


Particulars As at 31.03.2019 As at 31.03.2018
Non- Current Non- Current
current current
Deposit - STT (Refer note 6.1) 5.39 - 5.39 -
Securities Transaction Tax payable - 230.91 - 163.72
Statutory dues payable - 92.54 - 73.52
Advance from customers - 32.21 - 42.60
Others - 29.47 - 30.65
Total 5.39 385.13 5.39 310.48

Note 20 : DEPOSITS - CURRENT (H in Crores)


Particulars 31.03.2019 31.03.2018
Deposits from trading members 1007.57 1,020.88
Deposits from applicants for membership 0.55 0.57
Deposits from mutual fund distributors 3.07 4.28
Deposits towards equipments 25.13 26.56
Deposit - listing & book building 56.36 86.79
Total 1092.68 1,139.08

Note 21 : REVENUE FROM OPERATIONS (H in Crores)


Particulars For the year ended For the year ended
31.03.2019 31.03.2018
Revenue from contracts with customers :
Trading services
Transaction charges (Refer note 21.2) 2,034.07 1745.45
Listing services
Listing fees 88.96 67.28
Book building Fees 9.69 30.02
Processing fees 17.41 116.06 32.86 130.16
Colocation charges (Refer note 21.3) 136.97 103.56
Others 75.71 73.70
Total (Refer note 21.1) 2,362.82 2,052.88
Other operating revenues :
Income on investments (Refer note 21.4) 87.63 87.63 79.84 79.84
Total 2,450.44 2,132.72

Twenty-seventh Annual Report 2018-19 | 281


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

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.

Note 22 : OTHER INCOME (H in Crores)


Particulars For the year ended For the year ended
31.03.2019 31.03.2018
Dividend income
- from equity investments designated at FVOCI 0.24 0.27
- from subsidiary companies 180.55 119.91
- from other investments 2.40 183.19 2.92 123.10
Interest income from financial assets at amortised cost 65.21 94.69
Interest income from financial assets designated at FVOCI 40.45 38.52
Rental income 20.02 14.66
Miscellaneous income 2.91 2.93
311.78 273.90
Other gains/(losses)
Net gain/(loss) on financial assets mandatorily measured at Fair 90.17 91.06
Value through Profit or Loss
Net gain on sale of financial assets measured at FVOCI (Refer note 0.51 1.96
22.1)
Net gain on sale of investments mandatorily measured at Fair 175.78 79.84
Value through Profit or Loss
Net foreign exchange gains 0.07 0.09
Net gain on disposal of property, plant and equipment - 266.53 12.66 185.61
Total other income 578.31 459.51

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)

282 | National Stock Exchange of India Limited


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

Note 23 : EMPLOYEE BENEFITS EXPENSES (H in Crores)


For the year For the year
ended ended
31.03.2019 31.03.2018
Salaries, wages and bonus 149.01 97.18
Contribution to provident and other fund (Refer note 26) 8.31 4.23
Gratuity (Refer note 26) 2.10 2.09
Staff welfare expenses 10.70 5.74
Total 170.12 109.24

Note 24 : OTHER EXPENSES (H in Crores)


For the year For the year
ended ended
31.03.2019 31.03.2018
Repairs & maintenance
- To computers, trading & telecommunication systems 108.01 122.89
- To buildings 3.52 4.44
- To others 11.90 11.68
SEBI regulatory fees 28.90 26.73
License fees for index 14.77 11.37
IT management and consultancy charges 20.38 36.80
Software expenses 34.35 30.63
Web trading related expenses 21.25 16.13
Network infrastructure management charges 9.19 -
Lease line charges 11.12 15.59
Water and electricity charges 27.79 26.58
Rates and taxes 6.60 6.45
Directors' sitting fees 0.47 0.72
Legal and professional fees 36.29 30.54
Advertisement and publicity 22.36 13.69
Travel and conveyance 9.08 8.34
Corporate Social Responsibility expenditure [Refer note 34(b)] 26.90 77.27
Contribution to Investor protection fund trust (Refer note 24.1) 6.34 4.98
Investor education expenses 24.55 17.97
Payment to auditors (Refer note below) 0.72 0.84
Impairment losses on financial assets (Refer note 39D) 80.13 -
Other expenses 52.90 77.78
Total 557.52 541.42

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.

Twenty-seventh Annual Report 2018-19 | 283


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

Note 25 : EARNINGS PER SHARE (H in Crores)


Particulars 31.03.2019 31.03.2018
Profit attributable to the equity holders of the company used in calculating basic earnings
per share and diluted earnings per share
Profit for the year 1389.87 1,161.81
Weighted average number of equity shares used as the denominator in calculating basic 49.50 49.50
earnings per share (No. in Crores) (Refer note 25.1)
Earnings per equity share (basic and diluted) 28.08 23.47

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.

i) Defined contribution plan


The Company’s contribution towards superannuation fund during the year ended March 31, 2019 amounting to C 1.49
Crore (31.03.2018: C 1.25 Crore) has been charged to Statement of Profit & Loss (Reimbursement of cost charged to
subsidiaries was - 31.03.2019: C 0.39 crore, 31.03.2018: C 0.19 crore).

ii) Defined benefit plan :


(a) Provident fund:
The Company has established National Stock Exchange of India Limited Employee Provident Fund Trust to which both
the employee and the employer make monthly contribution equal to 12% of the employee’s basic salary respectively. The
Company’s contribution to the provident fund for all employees is charged to Statement of Profit and Loss. In case of any
liability arising due to short fall between the return from its investments and the administered interest rate, the same is
required to be provided for by the Company. The actuary has provided an actuarial valuation and indicated that the interest
shortfall liability as of and for the year ended March 31, 2019 is C 2.27 crores which has been accounted in the financial
statements. (March 31, 2018 is NIL) The Company has contributed C 3.67 Crore and C 3.25 Crore towards Provident Fund
during the year ended March 31, 2019 and year ended March 31, 2018, respectively. The contribution of C 0.53 Crore
during the year ended March 31, 2019 and C 0.85 Crore during the year ended March 31, 2018 was reimbursed by the
subsidiaries.

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

284 | National Stock Exchange of India Limited


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
(b) Gratuity:
The Company provides for gratuity for employees as per Payment of Gratuity Act, 1972. Employees who are in continuous
service for a period of 5 years are eligible for gratuity, The amount of Gratuity is payable on retirement/termination of the
emplyee’s last drawn basic salary per month multiplied for the number of years of service. The gratuity plan is a funded plan
and the company makes contribution to recognised funds with Life Insurance Corporation of India (LIC).
A Balance Sheet
(i) The amounts recognised in the balance sheet and the movements in the net defined benefit obligation over the
years are as follows: (H in Crores)
Particulars 31.03.2019
Present Value Fair Value of Total
of Obligation Plan Assets
At the beginning of the year 21.22 (14.92) 6.30
Current service Cost 1.88 - 1.88
Interest cost / (income) 1.63 (1.14) 0.49
Expenses recognised in the Statement of Profit & Loss * 3.51 (1.14) 2.37
Remeasurements
Expected return on plan assets - 0.39 0.39
Actuarial (gains)/losses on obligations - due to change in - - -
demographic assumptions
Actuarial (gains)/losses on obligations - due to change in 0.36 - 0.36
financial assumptions
Actuarial (gains)/losses on obligations - due to experience 2.01 - 2.01
Net (income)/expense for the year recognized in OCI # 2.37 0.39 2.76
Employer Contributions - (4.25) -4.25
Liability / (Asset) transferred 9.64 (9.64) -
Benefits paid (1.59) 1.59 -
At the end of the year 35.15 (27.97) 7.18
*Includes C.0.26 Crores charged to the subsidiaries and C.Nil charged from the subsidary.
# Includes C 0.31 Crores charged to the subsidiaries.
(H in Crores)
Particulars 31.03.2018
Present Value Fair Value of Total
of Obligation Plan Assets
At the beginning of the year 20.67 (11.05) 9.62
Current service Cost 1.89 - 1.89
Interest cost / (income) 1.47 (0.78) 0.69
Expenses recognised in the Statement of Profit & Loss * 3.36 (0.78) 2.58
Remeasurements
Expected return on plan assets - (0.05) (0.05)
Actuarial (gains)/losses on obligations - due to change in - - -
demographic assumptions
Actuarial (gains)/losses on obligations - due to change in (0.64) - (0.64)
financial assumptions
Actuarial (gains)/losses on obligations - due to experience 1.15 - 1.15
Net (income)/expense for the year recognized in OCI # 0.51 (0.05) 0.46
Employer Contributions - (3.93) (3.93)
Liability transferred (2.43) - (2.43)
Benefits paid (0.89) 0.89 -
At the end of the year 21.22 (14.92) 6.30
*Includes C.0.49 Crores charged to the subsidiaries and C.Nil charged from the subsidary.
# Includes C 0.33 Crores charged to the subsidiaries.

Twenty-seventh Annual Report 2018-19 | 285


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

(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)

(iii) Significant actuarial assumptions are as follows: (H in Crores)


Particulars 31.03.2019 31.03.2018
Discount rate 7.48% 7.68%
Rate of return on plan assets 7.48% 7.68%
Salary escalation 8.00% 8.00%
Attrition rate 12.00% 12.00%

(iv) Sensitivity Analysis


The sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is:
(H in Crores)
Particulars 31.03.2019 31.03.2018
Projected benefit obligation on current assumptions 35.15 21.22
Delta effect of +1% change in rate of discounting (1.71) (1.00)
Delta effect of -1% change in rate of discounting 1.91 1.11
Delta effect of +1% change in salary increase 1.88 1.09
Delta effect of -1% change in salary increase (1.72) (1.00)
Delta effect of +1% change in employee turnover (0.11) (0.05)
Delta effect of -1% change in employee turnover 0.12 0.05
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant.
In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the
sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the
defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been
applied as when calculating the defined benefit liability recognised in the balance sheet.

(v) The expected maturity analysis of undiscounted gratuity defined benefits is as follows: (H in Crores)
Particulars 31.03.2019 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”.

286 | National Stock Exchange of India Limited


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
28. (i) Fair Value Hierarchy:
This section explains the judgements and estimates made in determining the fair values of the financial instruments that
are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed
in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value,
the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An
explaination of each level follows underneath the table.

(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:

Twenty-seventh Annual Report 2018-19 | 287


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
- Level 1:
Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments and
mutual funds that have quoted price. The fair value of all equity instruments which are traded 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 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.

(iii) Fair value measurements using significant unobservable inputs (level 3)


- The following table presents the changes in level 3 items for the periods ended 31 March, 2019 and 31 March, 2018
(H in Crores)
Particulars Unlisted
Equity
security
As at 1 April 2017 68.46
Gain / (loss) recognised in Other Comprehensive Income 8.51
As at 31 March 2018 76.97
Gain / (loss) recognised in Other Comprehensive Income (2.34)
As at 31 March 2019 74.63

(iv) Valuation inputs and relationships to fair value :


The following table summarises the quantitative information about the significant unobservable inputs used in level 3 fair
value measurements. See (ii) above for the valuation techniques adopted

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

288 | National Stock Exchange of India Limited


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

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

(v) Valuation processes :


The finance department of the Company includes a team that performs the valuations of financial assets and liabilities for
financial reporting purposes, including level 3 fair values. This team reports directly to the chief financial officer (CFO) and
the audit committee (AC). Discussions of valuation processes and results are held between the CFO, AC and the valuation
team at least once every three months, in line with the reporting periods. At the year end external valuers are engaged to
provide independent valuation of level 3 instruments.

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.

Twenty-seventh Annual Report 2018-19 | 289


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
28. In compliance with Ind AS 24 - “Related Party Disclosures”, as notified under Rule 3 of the Companies (Indian Accounting
Standards) Rules, 2015 and Companies ( Indian Accounting Standards) Amendment Rules, 2016, the required disclosures are
given in the table below:

(a) Names of the related parties and related party relationships


Sr. Related Party Nature of Relationship Principal Activities % Holding
No.
1 NSE Clearing Limited (formerly Subsidiary Company Clearing and 100%
known as National Securities Clearing Settlement
Corporation Limited)
2 NSE Investments Ltd (formerly Subsidiary Company Investment Entity 100%
known as NSE Strategic Investment
Corporation Limited)
3 NSE IFSC Limited Subsidiary Company Trading Facility 100%
4 NSE IFSC Clearing Corporation Limited Subsidiary's Subsidiary Company Clearing and 100%
Settlement
5 NSEIT Limited Subsidiary's Subsidiary Company IT Services 100%
6 NSE Data & Analytics Limited (formerly Subsidiary's Subsidiary Company Data Vending 100%
known as DotEx International Limited)
7 NSE Indices Ltd (formerly known Subsidiary's Subsidiary Company Index Services 100%
as India Index Services & Products
Limited)
8 NSE Infotech Services Limited Subsidiary's Subsidiary Company IT Services 100%
9 NSE.IT (US) Inc.* Subsidiary's Subsidiary's IT Services 100%
Subsidiary Company
10 Aujas Networks Private Limited Subsidiary's Subsidiary's IT Services 95.39%
Subsidiary Company (w.e.f.
22.03.2019)
11 NSE Academy Limited Subsidiary's Subsidiary Company Financial Literacy 100%
Programme
12 NSE Foundation Subsidiary Company (w.e.f. CSR Activities 76%
05.03.2018)
13 National Securities Depository Limited Associate Company Depository Services 24%
14 BFSI Sector Skill Council of India Associate Company Skill Council 49%
15 Power Exchange India Limited Subsidiary's Associate Trading Facility in 30.95%
power
16 NSDL e-Governance Infrastructure Subsidiary's Associate E-Governance 25.05%
Limited Solutions
17 Market Simplified India Limited Subsidiary's Associate Software Industry 30%
18 Computer Age Management Services Subsidiary's Associate Mutual Fund 44.99% upto
Private Limited Transfer Agency 05.09.2018 &
37.50% w.e.f.
06.09.2018

290 | National Stock Exchange of India Limited


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

Sr. Related Party Nature of Relationship Principal Activities % Holding


No.
19 Receivables Exchange Of India Limited Subsdiary's Associate Online Platform for 30%
financing receivables
(TReDS)
20 Mr. Vikram Limaye - Managing Director Key Management Personnel
(w.e.f. 17-Jul-2017)
21 Mr. J. Ravichandran - CEO - Incharge Key Management Personnel
(upto to 16-Jul-17)
22 Mr. Ashok Chawla (upto 11-Jan-2019) Key Management Personnel
23 Mr. Ravi Narain (upto 1-Jun-17) Key Management Personnel
24 Mr. Abhay Havaldar Key Management Personnel
25 Mr. Dinesh Kanabar Key Management Personnel
26 Mr. Naved Masood Key Management Personnel
27 Mr. T. V. Mohandas Pai Key Management Personnel
28 Mr. Prakash Parthasarathy Key Management Personnel
29 Ms. Dharmishta Raval Key Management Personnel
30 Ms. Sunita Sharma nominee of Life Key Management Personnel
Insurance Corporation of India
31 Ms. Anshula Kant nominee of State Key Management Personnel
Bank Of India (upto 28-Sep-2018)
* The principal place of business of NSEIT (US) Inc is located in US.

(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

Twenty-seventh Annual Report 2018-19 | 291


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

(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

292 | National Stock Exchange of India Limited


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

(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

Twenty-seventh Annual Report 2018-19 | 293


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
29.1 As the liabilities for defined benefit plan are provied on acturial basis for the Company as a whole, the amount pertaining to key
managerial persons are not included.

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

31. CONTINGENT LIABILITIES AND OTHER REGULATORY MATTERS


(i) (a) 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 C2,258.71 crores (March 31, 2018 C1,197.26 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. (Refer note 4.2, 5.2, 7.1 and 10.2)

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

294 | National Stock Exchange of India Limited


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
the said order and stay has been granted by the Hon’ble Supreme Court of India. In respect of the same subject matter, a
compensation claim has been filed against the Company amounting to C 856.99 crores (March 31, 2018 : C 856.99) before
the COMPAT by the competitor and the same is being disputed by the Company. Based on the legal advice, the Company is
of the view that there are strong grounds that the Hon’ble Supreme Court of India will over turn the decision of the COMPAT.
In view of the same no provision has been made in respect of penalty and compensation claimed.

(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.

(ii) Contingent liabilities include disputed demand on account of the following:

(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.

Twenty-seventh Annual Report 2018-19 | 295


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
34. a) Gross amount required to be spent by the Company on Corporate Social Responsibility activities during the financial year
ended March 31, 2019 is C 26.90 crores. (Previous year: C 23.83 Crores)

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.

c) Amount transferred to Retained Earnings from CSR Reserve


(H in Crores)
Particulars 31.03.2019 31.03.2018
Amount transferred to Retained Earnings from CSR Reserve - (53.43)

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.

296 | National Stock Exchange of India Limited


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
36. OTHER EVENTS AFTER THE REPORTING PERIOD
(i) Dividend:
The Board of Directors have recommended the payment of final dividend of C 8 per fully paid equity shares (FV C 1 each) (March
31, 2018 : C 7.75/- per fully paid equity share (FV C 1 each). This proposed dividend is subject to approval of shareholders in
the ensuing general meeting and if approved would result in cash outflow of approximately C 477.40 Crores including Corporate
Dividend distribution Tax of C 81.40 crores.”

37. OFFSETTING FINANCIAL ASSETS AND FINANCIAL LIABILITIES (H in Crores)


Particulars Effects of offsetting on the balance Related amount not offset
Gross Amount Gross Amt Net Amount Amounts Financial
Set off in the presented in subject to Instrument
balance sheet Balance sheet master netting Collateral
arrangements
As at 31.03.2019
Financial Assets
Trade Receivables 368.61 - 368.61 - 1007.57

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

Twenty-seventh Annual Report 2018-19 | 297


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
39. FINANCIAL RISK MANAGEMENT
The Company’s business activities expose it to a variety of financial risks, namely liquidity risk, market risks and credit risk.
The Company’s senior management has the overall responsibility for the establishment and oversight of the Company’s risk
management framework. The Company has constituted a Risk Management Committee, which is responsible for developing
and monitoring the Company’s risk management policies. The Company’s risk management policies are established to identify
and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to
limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s
activities.
The Risk Management Committee of the Company is supported by the Treasury department that provides assurance that the
Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified,
measured and managed in accordance with the Company’s policies and risk objectives. The Treasury department activities are
designed to:
- protect the Company’s financial position from financial risks.
- maintain market risks within acceptable parameters, while optimising returns; and
- protect the Company’s financial investments, while maximising returns.
The Treasury department is responsible to maximise the return on companies genereted funds and investments.
A MANAGEMENT OF LIQUIDITY RISK
Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. The
Company’s approach to managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due
without incurring avoidable costs. In doing this, management considers both normal and stressed conditions. A material
and sustained shortfall in the Company’s cash flow could undermine the Company’s credit rating and impair investor
confidence.
The Company 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 and investing
activities provides the funds to service the financing of liabilities on a day-to-day basis.
The Company’s treasury department regularly monitors the rolling forecasts to ensure it has sufficient cash on an on-going
basis to meet operational needs. Any short term surplus cash generated by the 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, other marketable debt investments including
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 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

298 | National Stock Exchange of India Limited


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
B MANAGEMENT OF MARKET RISK
The Company’s size and operations result in it being exposed to the following market risks that arise from its use of financial
instruments:
• price risk; and
• interest rate risk
The above risks may affect the Company’s income or the value of its financial instruments. The objective of the Company’s
management of market risk is to maintain this risk within acceptable parameters, while optimising returns. The Company’s
exposure to, and management of, these risks is explained below.

POTENTIAL IMPACT OF RISK MANAGEMENT POLICY SENSITIVITY TO RISK


1. PRICE RISK
The Company is mainly exposed to In order to manage its price risk As an estimation of the approximate impact
the price risk due to its investment arising from investments in mutual of price risk, with respect to mutual funds,
in mutual funds, exchange traded funds, exchange traded funds and exchange traded funds and investments
funds and investments in equity investments in equity instruments, in equity instruments, the Company has
instruments. The price risk arises the Company diversifies its portfolio calculated the impact as follows.
due to uncertainties about the future in accordance with the limits set by
For mutual funds, a 0.25% increase in prices
market values of these investments. the risk management policies. The
would have led to approximately an additional
Treasury department maintains a list
At 31st March 2019, the exposure C 5.29 crores gain in the Statement of Profit
of approved financial instruments.
to price risk due to investment and Loss (2017-18: C 5.77 crores gain). A
The use of any new investment must
in mutual funds amounted to C 0.25% decrease in prices would have led to an
be approved by the Chief Financial
2116.09 crores (March 31, 2018 : C equal but opposite effect.
Officer.
2308.60 crores).
For exchange traded fund, a 10% increase
At 31st March 2019, the exposure in prices would have led to approximately an
to price risk due to investment in additional C 22.59 crores gain in the Statement
exchange traded fund amounted to of Profit and Loss (2017-18: C 36.24 crores
C 225.91 crores (March 31, 2018 : C gain). A 10% decrease in prices would have
223.37 crores). led to an equal but opposite effect.
At 31st March 2019, the exposure to For equity instruments, a 10% increase in
price risk due to investment in equity prices would have led to approximately an
instruments amounted to C 134.57 additional C 13.46 crores gain in the Statement
crores (March 31, 2018 : C 136.84 of Profit and Loss (2017-18: C 13.68 crores
crores). gain). A 10% decrease in prices would have
led to an equal but opposite effect.

POTENTIAL IMPACT OF RISK MANAGEMENT POLICY SENSITIVITY TO RISK


2. INTEREST RATE RISK
The Company is mainly exposed In order to manage its interest rate As an estimation of the approximate impact of
to the interest rate risk due to its risk arising from investments in the interest rate risk, with respect to financial
investment in government securities government securities, the Company instruments, the Company has calculated the
measured at FVOCI. The interest diversifies its portfolio in accordance impact of a 0.25% change in interest rates.
rate risk arises due to uncertainties with the limits set by the risk
A 0.25% increase in interest rates would have
about the future market interest rate management policies.
led to approximately an additional C 8.71
which impacts the price of these
The Treasury department maintains a crores loss in the Statement of Profit and
investments.
list of approved financial instruments. Loss (2017-18: C 9.29 crores loss). A 0.25%
As at 31st March, 2019, the exposure The use of any new investment must decrease in interest rates would have led to an
to interest rate risk due to investment be approved by the Chief Financial equal but opposite effect.
in government securities amounted Officer.
to C 531.16 crores (March 31, 2018:
C 529.15 crores).

Twenty-seventh Annual Report 2018-19 | 299


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
C MANAGEMENT OF CREDIT RISK
Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual
obligations.

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.

Other financial assets


The Company maintains exposure in cash and cash equivalents, term deposits with banks / financial institutions and
investments in marketable debt investments including the government securities, mutual funds and exchange traded
funds. The Company has difersified portfolio of investment with various number of counter-parties which have secure
credit ratings hence the risk is reduced. Individual risk limits are set for each counter-party based on financial position,
credit rating and past experience. Credit limits and concentration of exposures are actively monitored by the Company’s
Treasury department.

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.

D EXPECTED CREDIT LOSS ON FINANCIAL ASSETS


The Company’s investment in Non convertible debenture of IL&FS Group amounting to C 80.13 crores have been classified
as credit impaired during the current year on account of significant financial difficulty of the issuer, disappearance of an
active market for their securities and credit rating downgrade from “AAA” to “D”. Accordingly, Company has recognized
impairment loss of C 80.13 crores on such financial assets in the profit and loss account.

40. CAPITAL MANAGEMENT
The Company considers the following components of its Balance Sheet to be managed capital:
Total equity (as shown in the balance sheet, including retained profit, other reserves, share capital, share premium).
The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to our
shareholders. The capital structure of the Company is based on management’s judgement of the appropriate balance of key
elements in order to meet its strategic and day-to-day needs. We consider the amount of capital in proportion to risk and
manage the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets. In
order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return
capital to shareholders or issue new shares.
The Company’s policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor,
creditors and market confidence and to sustain future development and growth of its business. The Company will take
appropriate steps in order to maintain, or if necessary adjust, its capital structure. Company is not subject to financial covenants
in any of its significant financing agreements.
The management monitors the return on capital as well as the level of dividends to shareholders. The Company’s goal is to
continue to be able to return excess liquidity to shareholders by continuing to distribute dividends in future periods. Refer note
36 & 11 (b) for the final and interim dividends declared and paid.

300 | National Stock Exchange of India Limited


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
Compliance with externally imposed capital requirements:
In accordance with regulation 14 of Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations,
2018, the Company shall have a minimum networth of C 100 crores at all times. The Company is in compliance with this
requirement.
41. In accordance with the relevant provisions of the Companies Act, 2013, the Company has long term contracts as of March
31, 2019 and March 31, 2018 for which there were no material forseeble losses. The Company did not have any derivative
contracts as at March 31, 2019 and March 31, 2018.

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

Sumit Seth Dharmishta Raval Dinesh Kanabar Vikram Limaye


Partner Director Director Managing Director & CEO
Membership No.: 105869 [DIN:02792246] [DIN:00003252] [DIN:00488534]

Place : Mumbai Yatrik Vin S. Madhavan


Date : May 16, 2019 Chief Financial Officer Company Secretary

Twenty-seventh Annual Report 2018-19 | 301


NOTES

302 | National Stock Exchange of India Limited


Disclaimer
This document contains statements about expected future events and financial and
operating results of the Company, which are forward-looking. By their nature, forward-looking
statements require the Company to make assumptions and are subject to inherent risks and
uncertainties. There is significant risk that the assumptions, predictions and other forward-
looking statements will not prove to be accurate. Readers are cautioned not to place undue
reliance on forward-looking statements as a number of factors could cause assumptions,
actual future results and events to differ materially from those expressed in the forward-
looking statements. Accordingly, this document is subject to the disclaimer and qualified in its
entirety by the assumptions, qualifications and risk factors referred to in the industry analysis
of the National Stock Exchange of India Limited annual report FY2018-19.
Registered Office
Exchange Plaza
Plot No. C-1, Block G, BandraKurla Complex
Bandra (East), Mumbai 400051
www.nseindia.com

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