ANNUAL REPORT 2019-20 COMPOSITION OF COMMITTEES OF THE COMPANY AUDIT COMMITTEE DELISTING COMMITTEE Shri Sumit Bose – Chairman Shri Sumit Bose – Chairman Shri S. S. Mundra – Member Justice Vikramajit Sen – Member Shri Umakant Jayaram – Member Shri Umakant Jayaram – Member Sushri Jayshree Vyas – Member Shri Ashishkumar Chauhan – Member Smt. Usha Sangwan – Member Shri Ramjibhai B. Mavani – Member STAKEHOLDER RELATIONSHIP / SHARE ALLOTMENT COMMITTEE Shri Manmohan Juneja – Member Smt. Usha Sangwan – Chairperson MEMBER COMMITTEE Shri S. S. Mundra – Member Justice Vikramajit Sen – Chairman Sushri Jayshree Vyas – Member Shri S. S. Mundra – Member Shri Ashishkumar Chauhan – Member Shri Sumit Bose – Member CORPORATE SOCIAL RESPONSIBILITY COMMITTEE Shri Umakant Jayaram – Member Sushri Jayshree Vyas – Chairperson Sushri Jayshree Vyas – Member Shri Ashishkumar Chauhan – Member Shri Ashishkumar Chauhan – Member Shri Umakant Jayaram – Member REGULATORY OVERSIGHT COMMITTEE NOMINATION & REMUNERATION COMMITTEE Shri S. S. Mundra – Chairman Shri S. S. Mundra – Chairman Shri Sumit Bose – Member Shri David Wright – Member Justice Vikramajit Sen – Member Shri Umakant Jayaram – Member Shri David Wright – Member Sushri Jayshree Vyas – Member Shri Umakant Jayaram - Member RISK MANAGEMENT COMMITTEE Sushri Jayshree Vyas – Member Shri David Wright – Chairman Dr. R. K. Kakkar – Member Shri S. S. Mundra – Member STANDING COMMITTEE ON TECHNOLOGY Justice Vikramajit Sen – Member Shri David Wright – Chairman Shri Sumit Bose – Member Shri Sumit Bose – Member Shri Umakant Jayaram – Member Justice Vikramajit Sen – Member Sushri Jayshree Vyas – Member Prof. Sivakumar G – Member Prof. Sanjay Banerji – Member Shri Pravir Vohra – 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. : 1-800-3454-001 STATUTORY AUDITOR S.R. Batliboi & Co. LLP Chartered Accountants BSE LIMITED BOARD OF DIRECTORS Contents NOTICE 01-14 STATUTORY REPORTS Justice Vikramajit Sen Shri Ashishkumar Chauhan Boards’ Report 15-61 Chairman & Public Interest Director Managing Director & CEO Management Discussion & Analysis 62-112 Corporate Governance Report 113-132 Business Responsibility Report 133-144 FINANCIAL STATEMENTS Consolidated Independent Auditor’s Report 145-151 Shri Sumit Bose Shri S. S. Mundra Public Interest Director Public Interest Director Consolidated Balance Sheet 152 Consolidated Statement of Profit and Loss 153 Consolidated Cash Flow Statement 154-155 Statement of Changes in Equity 156 Notes Forming part of the Consolidated Financial Statements 157-230 Standalone Shri David Wright Shri Umakant Jayaram Independent Auditor’s Report 231-237 Public Interest Director Public Interest Director Balance Sheet 238 Statement of Profit and Loss 239 Cash Flow Statement 240-241 Statement of Changes In Equity 242 Notes Forming part of the Standalone Financial Statements 243-302 Standalone under Section 129(3) of the Companies 303-304 Act, 2013 in Form AOC-1 relating to Subsidiary Sushri Jayshree Vyas Smt. Usha Sangwan Companies, Associate Companies and Joint Venture Public Interest Director Shareholder Director ANNUAL REPORT2019-20 Shri Nayan Mehta, CFO, BSE presenting a memento to Hon’ble Vice President of India, Shri M. Venkaiah Naidu at the First Late Prof. Yashwantrao Kelkar Memorial Lecture on 26th September, 2019 at BSE. BSE LIMITED Shri Nitin Gadkari, Minister of Road Transport & Highways, Micro, Small & Medium Enterprises, Government of India interacting with Shri Ashishkumar Chauhan, MD & CEO, BSE at Global Maharashtrian Entrepreneurship Conclave 2020 on 27th January, 2020 at BSE. ANNUAL REPORT2019-20 5th Edition of BSE Zee Business Bull Run 2020 flagged off in presence of Shri Anil Singhvi, Managing Editor, Zee Business ; Shri Ashishkumar Chauhan, MD & CEO, BSE; Shri Raj K. Purohit, Senior Member, Bharatiya Janata Party; Bollywood Actor Mr. Sunny Singh and Bollywood Actress Ms. Sonnalli Seygall and Michelin-Star-Chef Vikas Khanna. BSE LIMITED AGM Notice NOTICE is hereby given that the Fifteenth Annual General Meeting of Shareholders of BSE Limited will be held on Thursday, July 30, 2020 at 3:00 P.M. (IST) through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”) to transact the following businesses: ORDINARY BUSINESSES 1. To receive, consider and adopt the Audited Financial Statements (including Audited Consolidated Financial Statements) of the Company for the Financial Year ended March 31, 2020 and the Reports of the Board of Directors and Auditors thereon. 2. To declare Final Dividend on equity shares for the Financial Year ended March 31, 2020. 3. To consider and approve appointment of Shri T. C. Suseel Kumar (DIN: 06453310), in place of Smt. Usha Sangwan (DIN: 02609263), Shareholder Director, who retires by rotation and does not offer herself for re-appointment. To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution: “RESOLVED THAT based on the recommendation of Nomination and Remuneration Committee, the approval of the Board of Directors of the Company and pursuant to provisions of Section 152 and other applicable provisions of the Companies Act, 2013 and rules made thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force), Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 as may be amended from time to time and subject to approval of the Securities and Exchange Board of India and other approvals in this regard as may be necessary and subject to such condition(s) and modification(s) as may be prescribed and imposed by such authorities while granting such approval(s), permission(s) and sanction(s), Shri T. C. Suseel Kumar (DIN: 06453310) who has consented to act as a Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation, in place of Smt. Usha Sangwan (DIN: 02609263), Shareholder Director, who retires by rotation and does not offer herself for re-appointment. RESOLVED FURTHER THAT any Director of the Company and the Company Secretary be and are hereby severally authorized to take necessary steps as may be required to give effect to this resolution and matters related thereto.” SPECIAL BUSINESSES 4. To consider and approve appointment of Shri Alok Vajpeyi (DIN: 00019098) as Shareholder Director on the Board of the Company. To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution: “RESOLVED THAT based on the recommendation of Nomination and Remuneration Committee, the approval of the Board of Directors of the Company and pursuant to provisions of Section 152 and other applicable provisions of the Companies Act, 2013 and rules made thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force), Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 as may be amended from time to time and subject to approval of the Securities and Exchange Board of India and other approvals in this regard as may be necessary and subject to such condition(s) and modification(s) as may be prescribed and imposed by such authorities while granting such approval(s), permission(s) and sanction(s), Shri Alok Vajpeyi (DIN: 00019098) who has consented to act as a Director, be and is hereby appointed as a Director of the Company in Shareholder Director category, liable to retire by rotation. RESOLVED FURTHER THAT any Director of the Company and the Company Secretary be and are hereby severally authorized to take necessary steps as may be required to give effect to this resolution and matters related thereto.” Notice 01 ANNUAL REPORT 2019-20 5. To consider and approve appointment of Shri Ghanshyam Dass (DIN: 01807011) as Shareholder Director on the Board of the Company. To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution: “RESOLVED THAT based on the recommendation of Nomination and Remuneration Committee, the approval of the Board of Directors of the Company and pursuant to provisions of Section 152 and other applicable provisions of the Companies Act, 2013 and rules made there under (including any statutory modification(s) or re-enactment thereof, for the time being in force), Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 as may be amended from time to time and subject to approval of the Securities and Exchange Board of India and other approvals in this regard as may be necessary and subject to such condition(s) and modification(s) as may be prescribed and imposed by such authorities while granting such approval(s), permission(s) and sanction(s), Shri Ghanshyam Dass, (DIN: 01807011) who has consented to act as a Director, be and is hereby appointed as a Director of the Company in Shareholder Director category, liable to retire by rotation. RESOLVED FURTHER THAT any Director of the Company and the Company Secretary be and are hereby severally authorized to take necessary steps as may be required to give effect