BSE ANNUAL REPORT 2018-19 BOARD OF DIRECTORS Justice Vikramajit Sen Shri Ashishkumar Chauhan Chairman & Public Interest Director Managing Director & CEO Shri Sumit Bose Shri S. S. Mundra Shri David Wright Public Interest Director Public Interest Director Public Interest Director Shri Umakant Jayaram Ms. Jayshree Vyas Smt. Usha Sangwan Public Interest Director Public Interest Director Shareholder Director Smt. Rajeshree Sabnavis Shareholder Director Shri Ashishkumar Chauhan, MD & CEO, BSE presenting the BSE Coffee Table Book to Hon’ble Pravind Kumar Jugnauth, Prime Minister of the Republic of Mauritius during his visit to BSE on 25th January, 2019. (L-R) Shri Ajay Tyagi, Chairman, SEBI; Shri K P Bakshi, Chairman, Maharashtra Water Resources Regulatory Authority, Government of Maharashtra; Shri S Ravi, Former Chairman, BSE; Shri Vijay Sampla, Hon’ble Union MoS for Social Justice and Empowerment, Government of India; Shri Ashihkumar Chauhan, MD & CEO, BSE; Shri Anil Singhvi, Managing Editor, Zee Business and Shri Suresh Prabhu, Former Minister of Commerce & Industry and Civil Aviation, Government of India at the BSE Bull Run on 13th January, 2019. Shri Ashishkumar Chauhan, MD & CEO, BSE interacting with Shri Nitin Gadkari, Hon’ble Minister of Road Transport & Highways, Micro, Small & Medium Enterprises, Government of India at the Launch of the Special Issue of RPKN – Routes of Prosperity on 17th November, 2018. Shri Ashishkumar Chauhan, MD & CEO, BSE presenting the BSE Coffee Table book to Shri Piyush Goyal, Hon’ble Minister of Railways and Commerce & Industry, Government of India at the Post Interim Budget Interaction event held on 8th February, 2019. COMPOSITION OF COMMITTEES OF THE COMPANY Sr. No. COMMITTEE Sr. No. COMMITTEE 1. Audit Committee 7. Member Selection Committee Shri Sumit Bose - Chairperson Justice Vikramajit Sen - Chairperson Shri S. S. Mundra - Member Shri S. S. Mundra – Member Shri Umakant Jayaram - Member Shri Sumit Bose – Member Ms. Jayshree Vyas – Member Shri Umakant Jayaram - Member Smt. Usha Sangwan – Member Ms. Jayshree Vyas – Member 2. Stakeholder Relationship / Share Allotment Committee Shri Ashishkumar Chauhan - Member Smt. Usha Sangwan - Chairperson 8. Regulatory Oversight Committee Shri S. S. Mundra – Member Shri S. S. Mundra - Chairperson Ms. Jayshree Vyas – Member Shri Sumit Bose – Member Shri Ashishkumar Chauhan - Member Justice Vikramajit Sen - Member 3. Corporate Social Responsibility Committee Shri David Wright – Member Ms. Jayshree Vyas – Chairperson Shri Umakant Jayaram - Member Shri Ashishkumar Chauhan - Member Ms. Jayshree Vyas – Member Shri Umakant Jayaram - Member Dr. R. K. Kakkar – Member Smt. Rajeshree Sabnavis - Member 9. Standing Committee on Technology 4. Public Interest Directors / Independent Directors Shri David Wright - Chairperson Justice Vikramajit Sen – Chairperson Shri Sumit Bose – Member Shri Sumit Bose – Member Justice Vikramajit Sen - Member Shri S. S. Mundra – Member Prof Sivakumar G – Member Shri David Wright – Member Shri Pravir Vohra – Member Shri Umakant Jayaram - Member Executive Management Committee Ms. Jayshree Vyas – Member Shri Ashishkumar Chauhan – Managing Director & CEO 5. Nomination & Remuneration Committee Shri Nehal Vora – Chief Regulatory Officer Shri S. S. Mundra - Chairperson Shri Nayan Mehta – Chief Financial Officer Shri David Wright – Member Shri Kersi Tavadia – Chief Information Officer Shri Umakant Jayaram - Member Shri Neeraj Kulshrestha – Chief Business Officer Ms. Jayshree Vyas – Member Statutory Auditor 6. Risk Management Committee S.R. Batliboi & Co. LLP Shri David Wright - Chairperson Chartered Accountants Shri S. S. Mundra – Member Registrar and Transfer Agents Justice Vikramajit Sen - Member Karvy Fintech Private Limited Shri Sumit Bose – Member Karvy Selenium Tower B, Plot No 31 & 32 Shri Umakant Jayaram - Member Gachibowli, Financial District, Ms. Jayshree Vyas – Member Nanakramguda, Serilingampally Shri Sanjay Banerji – Member Hyderabad – 500 032 E-Mail: [email protected] Tel. No.: 91-40-6716 1509/1624/1623 ANNUAL REPORT 2018-19 Contents 1. BOARD OF DIRECTORS 2. NOTICE 2-15 3. STATUTORY REPORTS Boards’ Report 16-58 Management Discussion & Analysis 59-102 Corporate Governance Report 103-119 Business Responsibility Report 120-130 4. FINANCIAL STATEMENTS Consolidated Independent Auditors’ Report 131-137 Consolidated Balance Sheet 138 Consolidated Statement of Profit and Loss 139 Consolidated Cash Flow Statement 140-141 Statement of Changes In Equity 142 Notes Forming part of the Consolidated Financial Statements 143-217 Standalone Independent Auditors’ Report 218-225 Balance Sheet 226 Statement of Profit and Loss 227 Cash Flow Statement 228-229 Statement of Changes In Equity 230 Notes Forming part of the Standalone Financial Statements 231-287 Statement under Section 129(3) of the Companies Act, 2013 in Form AOC 1 relating to 288-289 Subsidiary Companies, Associate Companies and Joint Venture 1 ANNUAL REPORT 2018–19 AGM Notice NOTICE is hereby given that the Fourteenth Annual General Meeting of other approvals, permissions, consents, sanctions and exemptions BSE Limited will be held on Monday, July 15, 2019 at 11.30 A.M. at Sir of Securities and Exchange Board of India (“SEBI”), Reserve Bank Dinshaw Petit International Convention Hall, 1st Floor, P. J. Towers, Dalal of India (“RBI”) and/ or other authorities, institutions or bodies Street, Mumbai – 400 001, to transact the following business: (together with SEBI and RBI, the “Appropriate Authorities”), as may be necessary, and subject to such conditions, alterations, ORDINARY BUSINESS amendments and modifications as may be prescribed or imposed 1. To receive, consider and adopt the Audited Financial Statements by them while granting such approvals, permissions, consents, (including Audited Consolidated Financial Statements) of the sanctions and exemptions which may be agreed by the board of Company for the Financial Year ended March 31, 2019 and the directors of the Company (“Board”, which term shall be deemed Reports of the Board of Directors and Auditors thereon. to include any committee of the Board and/ or officials, which the Board may constitute/ authorise to exercise its powers, including 2. To confirm the payment of Interim Dividend and to declare Final Dividend the powers conferred by this resolution), the consent of the on equity shares for the Financial Year ended March 31, 2019. shareholders be and is hereby accorded for the buyback by the Company of its fully paid-up equity shares having a face value of SPECIAL BUSINESS ` 2/- (Rupees Two only) each (“Equity Shares”), not exceeding 3. To consider and approve retirement of Smt. Rajeshree Sabnavis 67,64,705 Equity Shares (representing 13.06% of the total from post of Shareholder Director of the Company. number of Equity Shares in the total paid-up equity capital of the Company) at a price of ` 680/- (Rupees Six Hundred and Eighty To consider and if thought fit, to pass, the following resolution as an only) per Equity Share (“Buyback Offer Price”) payable in cash Ordinary Resolution: for an aggregate maximum amount of ` 460 Crore (Rupees Four Hundred and Sixty Crore only), excluding any expenses incurred or “RESOLVED THAT Smt. Rajeshree Sabnavis (DIN:06731853), to be incurred for the buyback viz. brokerage costs, fees, turnover Shareholder Director, liable to retire by rotation, who does not offer charges, taxes such as securities transaction tax and goods and herself for re-appointment, be not re-appointed as a Director of the services tax (if any), stamp duty, advisors fees, filing fees, printing Company and the vacancy, so caused on the Board of the Company, and dispatch expenses and other incidental and related expenses be not filled up.” and charges (“Transaction Costs”) (such maximum amount hereinafter referred to as the “Buyback Offer Size”) which 4. To consider and approve buyback of equity shares of the Company. represents 24.73% of the aggregate of the Company’s paid- up capital and free reserves as per the standalone audited financial To consider and, if thought fit, to pass, the following resolution as a statements of the Company for the year ended as on March 31, Special Resolution: 2019 from the shareholders/ beneficial owners of the Equity Shares of the Company as on a record date to be subsequently decided by “RESOLVED THAT pursuant to Article 23 of the Articles of the Board, through the “tender offer” route, on a proportionate basis Association of the Company and in accordance with the provisions as prescribed under the SEBI Buyback Regulations (hereinafter of Sections 68, 69, 70, 110 and all other applicable provisions, if referred to as the “Buyback”). any, of the Companies Act, 2013, as amended (“Companies Act”) read with the Companies (Share Capital and Debentures) Rules, RESOLVED FURTHER THAT as required under Regulation 6 of 2014, the Companies (Management and Administration) Rules, the SEBI Buyback Regulations, the Company may buyback Equity 2014 and other relevant Rules made thereunder, each as amended Shares from the existing equity shareholders as on record date, from time to time and the provisions of the Securities and Exchange on a proportionate basis, provided that 15% of the number of Board of India (Buy-Back of Securities) Regulations, 2018 (“SEBI Equity Shares which the Company proposes to buyback or such Buyback Regulations”), the Securities and Exchange Board of number of Equity Shares entitled as per the shareholding of small India (Listing Obligations and Disclosure Requirements) Regulations,