BE THE CHANGE YOU WANT TO SEE IN THE WORLD. MAHATMA GANDHI ANNUAL REPORT 2020-2021 WORLD’S FASTEST EXCHANGE WITH A SPEED OF 6 MICROSECONDS. ANNUAL REPORT 202021 COMPOSITION OF COMMITTEES OF THE COMPANY AUDIT COMMITTEE STAKEHOLDER RELATIONSHIP / SHARE ALLOTMENT COMMITTEE Shri Sumit Bose – Chairman Shri T. C. Suseel Kumar – Chairperson Shri S. S. Mundra – Member Shri S. S. Mundra – Member Justice Vikramajit Sen – Member Sushri Jayshree Vyas – Member Shri Umakant Jayaram – Member Shri David Wright – Member Sushri Jayshree Vyas – Member Shri Ashishkumar Chauhan – Member Shri T. C. Suseel Kumar – Member NOMINATION & REMUNERATION COMMITTEE CORPORATE SOCIAL RESPONSIBILITY COMMITTEE Shri S. S. Mundra – Chairman Sushri Jayshree Vyas – Chairperson Shri David Wright – Member Shri Umakant Jayram – Member Shri Umakant Jayaram – Member Justice Vikramajit Sen – Member Sushri Jayshree Vyas – Member Shri David Wright – Member Shri Sumit Bose – Member Shri T. C. Suseel Kumar – Member DELISTING COMMITTEE Shri Ashishkumar Chauhan – Member Shri Sumit Bose – Chairman RISK MANAGEMENT COMMITTEE Justice Vikramajit Sen – Member Shri David Wright – Chairman Shri Umakant Jayaram – Member Shri S. S. Mundra – Member Shri David Wright – Member Justice Vikramajit Sen – Member Sushri Jayshree Vyas – Member Shri Sumit Bose – Member Shri T. C. Suseel Kumar – Member Shri Umakant Jayaram – Member Shri Ashishkumar Chauhan – Member Sushri Jayshree Vyas – Member Shri Ramjibhai B. Mavani – Member Shri Sanjay Banerji – Member Shri Mahesh Shah – Member MEMBER COMMITTEE STANDING COMMITTEE ON TECHNOLOGY AND CYBER SECURITY Justice Vikramajit Sen – Chairman Shri David Wright – Chairman Shri S. S. Mundra – Member Shri Sumit Bose – Member Shri Sumit Bose – Member Justice Vikramajit Sen – Member Shri Umakant Jayaram – Member Shri S. S. Mundra – Member Sushri Jayshree Vyas – Member Shri Umakant Jayaram – Member Shri David Wright – Member Shri T. C. Suseel Kumar – Member Shri T.C. Suseel Kumar – Member Prof Sivakumar G – Member Shri Ashishkumar Chauhan – Member Shri Pravir Vohra – Member REGULATORY OVERSIGHT COMMITTEE Shri Lokesh Garg – Member Shri S. S. Mundra – Chairman PUBLIC INTEREST DIRECTORS / INDEPENDENT DIRECTORS Shri Sumit Bose – Member Justice Vikramajit Sen – Member Justice Vikramajit Sen – Member Shri Sumit Bose – Member Shri David Wright – Member Shri S. S. Mundra – Member Shri Umakant Jayaram - Member Shri David Wright – Member Sushri Jayshree Vyas – Member Shri Umakant Jayaram – Member Dr. R. K. Kakkar – Member Sushri Jayshree Vyas – Member EXECUTIVE MANAGEMENT COMMITTEE REGISTRAR AND TRANSFER AGENT Shri Ashishkumar Chauhan – Managing Director & CEO Kfin Technologies Private Limited Shri Neeraj Kulshrestha – Chief Regulatory Officer Selenium Building, Tower - B, Plot no. 31 & 32, Shri Nayan Mehta – Chief Financial Officer Gachibowli, Financial District, Nanakramguda, Serilingampally, Shri Kersi Tavadia – Chief Information Officer Hyderabad – 500 032 Shri Sameer Patil – Chief Business Officer E-Mail: [email protected] Shri Girish Joshi – Chief Trading Operations and Listing Sales Toll Free No. : 1-800-309-4001 STATUTORY AUDITOR S.R. Batliboi & Co. LLP Chartered Accountants BSE LIMITED BOARD OF DIRECTORS Contents NOTICE 01-17 STATUTORY REPORTS Justice Vikramajit Sen Shri Ashishkumar Chauhan Boards’ Report 18-50 Chairman & Public Interest Director Managing Director & CEO Management Discussion & Analysis 51-100 Corporate Governance Report 101-121 Business Responsibility Report 122-132 FINANCIAL STATEMENTS Consolidated Independent Auditor’s Report 133-139 Shri Sumit Bose Shri S. S. Mundra Public Interest Director Public Interest Director Consolidated Balance Sheet 140 Consolidated Statement of Profit and Loss 141 Consolidated Cash Flow Statement 142-143 Statement of Changes in Equity 144 Notes Forming part of the Consolidated Financial Statements 145-212 Standalone Shri David Wright Shri Umakant Jayaram Independent Auditor’s Report 213-219 Public Interest Director Public Interest Director Balance Sheet 220 Statement of Profit and Loss 221 Cash Flow Statement 222-223 Statement of Changes In Equity 224 Notes Forming part of the Standalone Financial Statements 225-280 Standalone under Section 129(3) of the Companies 281-282 Act, 2013 in Form AOC-1 relating to Subsidiary Sushri Jayshree Vyas Shri T. C. Suseel Kumar Companies, Associate Companies and Joint Venture Public Interest Director Shareholder Director ANNUAL REPORT 202021 Shri Ashishkumar Chauhan, MD & CEO, BSE presenting the gong memento to Shri Yogi Adityanath, Hon’ble Chief Minister of Uttar Pradesh at the listing of Lucknow Municipal Corporation Bonds on December 2, 2020 at BSE. Shri Ashishkumar Chauhan, MD & CEO, BSE along with the dignitaries and Covid Warriors during the lamp lighting ceremony at Diwali Muhurat Trading event held on November 15, 2020 at BSE. BSE LIMITED AGM Notice NOTICE is hereby given that the Sixteenth Annual General Meeting of Shareholders of BSE Limited will be held on Tuesday, August 24, 2021 at 3.00 p.m. (IST) through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”) to transact the following businesses: ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Financial Statements (including Audited Consolidated Financial Statements) of the Company for the Financial Year ended March 31, 2021 and the Reports of the Board of Directors and Auditors thereon. 2. To declare a final dividend of ` 21/- per equity share, for the Financial Year ended March 31, 2021. 3. To appoint a Director in place of Shri T. C. Suseel Kumar (DIN:06453310), Shareholder Director, who retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment, subject to approval of Securities and Exchange Board of India. SPECIAL BUSINESS 4. Payment of Remuneration to Shri Ashishkumar Chauhan, Managing Director and CEO: To consider and, if thought fit, to pass, the following resolution as a Special Resolution: “RESOLVED THAT pursuant to resolution passed by the Nomination and Remuneration Committee and Board of Directors at their meetings held on May 7, 2021 and May 13, 2021, respectively and pursuant to the provisions of the Sections 197 and 198 of the Companies Act, 2013 (“the Act”) and other applicable provisions of the Act and the rules made thereunder, if any [including any amendment(s), statutory modification(s) or re-enactment(s) thereof for the time being in force], read with Schedule V of the Act, Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018, Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, applicable provisions of Articles of Association of the Company and in pursuance of Securities and Exchange Board of India (“SEBI”) approval letter No. MRD/DSA/OW/2017/255/1 dated August 24, 2017, consent of the Members be and is hereby accorded for payment of remuneration as minimum remuneration to Shri Ashishkumar Chauhan (DIN: 00898469), Managing Director and CEO of the Company, (who was re-appointed for a period of five years w.e.f. November 2, 2017 vide ordinary resolution passed by Members of the Company on October 16, 2017) commencing from April 1, 2021 till November 1, 2022. RESO LVED FURTHER THAT the terms and conditions of re-appointment of Shri Ashishkumar Chauhan as the Managing Director and CEO of the Company including the remuneration to be paid to him as approved aforesaid by SEBI and Members of the Company shall remain unchanged. RESO LVED FURTHER THAT the Board of Directors of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things, as they may in their absolute discretion deem necessary, proper or desirable for the purpose of giving effect to this resolution.” By Order of the Board of Directors Prajakta Powle Company Secretary and Compliance Officer Membership No. A20135 Mumbai, May 13, 2021 Notice 01 ANNUAL REPORT 202021 NOTES: 1. In view of the COVID-19 pandemic and pursuant to the General Circular Nos. 14/2020, 17/2020, 20/2020, 02/2021 issued by the Ministry of Corporate Affairs (“MCA”) and Circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 and SEBI/HO/CFD/CMD2/CIR/P/2021/11 issued by the Securities and Exchange Board of India (“SEBI”) (hereinafter collectively referred to as “the Circulars”), companies are allowed to hold Annual General Meeting through VC/OAVM, without the physical presence of Members at a common venue. Hence, in compliance with the Circulars, the sixteenth Annual General Meeting (“AGM”) of the Company is being held through VC. Accordingly, the facility for appointment of proxies will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice. 2. The Company has engaged the services of Central Depository Services (India) Limited (“CDSL”), as the authorized agency for conducting the AGM and providing remote e-Voting and e-Voting facility for/during the AGM of the Company. The instructions for participation by Members are given in the subsequent notes. 3. Since the AGM will be held through VC, the Route Map is not annexed to this Notice. The registered office of the Company shall be deemed to be the venue for the AGM. 4. In compliance with the Circulars, Annual Report along with the Notice of the AGM, and instructions for remote e-Voting/ e-Voting are being sent only through e-mail to those Shareholders whose email addresses are registered with the Company’s Registrar and Transfer Agents, KFin Technologies Private Limited (“RTA”)/ Depository