(*) Represent allotment of shares held in abeyance including bonus entitlements on such shares.
(a) The Exchange has only one class of shares referred to as equity shares having a par value of ' 2/-. Each holder of equity shares is entitled to one vote per share.
(b) Pursuant to the BSE (Corporatisation & Demutualisation) Scheme, 2005, (the Scheme) the Exchange had allotted 5,000 equity shares of ' 2/- each to each of those card based Members of the erstwhile Bombay Stock Exchange Limited whose names appeared on the Register of Members under Rule 64 in accordance with Rules, Bye-laws and Regulations, on the Record Date fixed for the purpose.
(c) Out of the total 4,77,75,000 equity shares of ' 2/- (including 4,41,00,000 bonus shares of ' 2/- each) issuable to the card based Members, the Exchange has allotted 4,70,60,000 equity shares (4,70,60,000 equity shares as on March 31, 2022) upon implementation of the BSE (Corporatisation and Demutualisation) Scheme, 2005 ("The Scheme”). The allotment of 7,15,000 equity shares (7,15,000 equity shares as on March 31,2022) of ' 2/- each have been kept in abeyance for specific reasons pursuant to the provisions of the Scheme. However, all corporate benefits as declared from time to time, including dividend and bonus are accrued to all the 4,77,75,000 equity shares, as per the provisions of the Scheme. During the year 1,95,000 equity shares were released from share kept in abeyance and accordingly added to paidup equity share capital.
(d) ‘Pursuant to the approval of the Shareholders through Postal ballot as on March 14, 2022, the Company had allotted 13,74,12,891 (Including 14,30,000 abeyance Shares) Bonus Equity Shares of ' 2/- each in ratio of 2 (Two) Equity Share for 1 (one) Equity Share held (2:1) to the Equity Shareholder(s) whose names appeared in the Register of Members on March 22, 2022 i.e. the "Record Date”. After the issue, the Equity Share Capital stood at ' 2,748.
Consequently, the subscribed and paid up Equity Share Capital as on March 31,2022 was ' 2,705 divided into 13,52,67,891 Equity Shares of ' 2/- each. Total no. of shares kept in abeyance are 19,50,000 shares as on March 31,2023 (21,45,000 as on March 31,2022).
(e) As a part of the demutualisation process, the Exchange in order to fulfill its obligations under the Scheme and the Securities Contracts (Regulation) (Manner of Increasing and Maintaining Public Shareholding in Recognised Stock Exchanges) Regulations, 2006 (the SEBI Regulations) dated 13th November, 2006, and further amendments thereto on 23rd December, 2008, had issued shares to Deutsche Boerse AG (DBAG) and Singapore Exchange Limited (SGX).
(f) i) The holders of equity shares are entitled to dividends, if any, proposed by the board of directors and approved by the shareholder at the
Annual General Meeting.
ii) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of preferential amounts. However, no such preferential amounts exists currently. The distribution will be in proportion to the number of equity shares held by the shareholders.
15.1 General reserve
The general reserve created from time to time transfer profits from retained earnings for appropriation purposes. As the general reserve created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in general reserve will not be reclassified to the Statement of Profit and Loss.
15.2 Capital reserve
Pursuant to the BSE (Corporatisation & Demutualisation) Scheme, 2005, (the Scheme) the balance in Contribution by Members, Forfeiture of Members Application Money, Technology Reserve, Stock Exchange building, Seth Chunnilal Motilal Library, Charity, Income and Expenditure Account as at 19th August, 2005 as appearing in the Exchange are transferred to Capital Reserve being reserves which shall not be used for purposes other than the operations of the Exchange.
The same reflects surplus / deficit after taxes in the Statement of Profit and Loss. The amount that can be distributed by the Company as dividends to its equity shareholders is determined based on the balance in this reserve and also considering the requirements of the Companies Act, 2013.
The Board of Directors, in its meeting on May 11, 2023, have proposed a final dividend of ' 12/- per equity share of face value ' 2/- per share for the financial year ended March 31,2023. The proposal is subject to the approval of shareholders at the Annual General Meeting to be held and if approved would result in a cash outflow of approximately ' 16,490.
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The management assessed that fair value of cash and short-term deposits, trade receivables, trade payables and other current financial assets
and liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
The fair value of the financial assets and financial liabilities is included at the amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced or liquidation sale.
The following methods and assumptions were used to estimate the fair values:
(a) The fair value of the quoted bonds and debentures are based on price quotations at reporting date. The fair value of unquoted instruments and other financial liabilities, as well as other non-current financial liabilities is estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities except for unquoted instruments where observable inputs are available.
(b) The fair values of the unquoted equity shares have been estimated using a discounted cash flow model. The valuation requires management to make certain assumptions about the model inputs, including forecast cash flows, discount rate, credit risk and volatility, the probabilities of the various estimates within the range can be reasonably assessed and are used in management’s estimate of fair value for these unquoted equity investments.
Fair value hierarchy
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - I nputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
33. FINANCIAL RISK MANAGEMENT
The Company’s principal financial liabilities comprise trade and other payables. The main purpose of these financial liabilities is to support its operations. The Company’s principal financial assets include trade and other receivables, and cash and short-term deposits that derive directly from its operations.
The Company’s activities expose it to a variety of financial risks: credit risk, liquidity risk, market risk (including foreign currency and interest rate risk), regulatory risk and clearing & settlement risk. The Company’s primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance.
It is the Company’s policy that no trading in derivative for speculative purposes maybe undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below:
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s receivables from customers and investment securities. Credit risk arises from cash held with banks and financial institutions, as well as credit exposure to clients, including outstanding accounts receivable. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors.
• Trade and other receivables
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer.
The demographics of the customer, including the default risk of the industry in which the customer operates, also has an influence on credit risk assessment.
The Company provides the stock exchange services to its listed customers and registered members (who have provide the collaterals and other securities for trading done on its platform), hence the Company operates with large number of customers portfolio and its revenue is not concentrated on small number of customers.
None of the customers accounted for more than 10% of the receivables and revenue for the year ended March 31,2023 and March 31, 2022.
• Investments
The Company limits its exposure to credit risk by making investment as per the investment policy. The Company addresses credit risk in its investments by mandating a minimum rating against the security / institution where the amounts are invested and is further strengthened by mandating additional requirement like Capital Adequacy Ratio (CAR), Allowable Net Non-Performing Asset (NNPA) Levels, Minimum Average Assets Under Management (AAUM) etc. for certain types of investments. Further the investment committee of the Company reviews the investment portfolio on bi-monthly basis and recommend or provide suggestion to the management. The Company does not expect any losses from non-performance by these counter-parties, other than losses which are provided, and does not have any significant concentration of exposures to specific industry sectors. The Company does not invest in equity instruments unless they are strategic in nature.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due.
The Company’s corporate treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management.
The management monitors the Company’s net liquidity position through forecasts on the basis of expected cash flows.
The Company manages contractual financial liabilities and contractual financial assets on net basis.
Market risk
The Company’s business, financial condition and results of operations are highly dependent upon the levels of activity on the exchange, and in particular upon the volume of financial assets traded, the number of listed securities, the number of new listings and subsequent issuances, liquidity and similar factors, as a significant portion of our revenue depends, either directly or indirectly, on trading, listing, clearing and settlement transaction-based fees.
The Company’s financial condition and results of operations are also dependent upon the success of our clearing, settlement and other issuer services, which, in turn, are directly dependent on the liquidity and financial strength of our customers, namely financial intermediaries such as brokers, and their respective clients.
In addition to the above risk, market risk also includes foreign currency risk and interest rate risk.
• Foreign Currency risk
The Company’s exchange risk arises from its foreign operations, foreign currency revenues and expenses, (primarily in U.S. Dollars and Euros). Company’s revenues insignificant portion are in these foreign currencies, while a significant portion of its costs are in Indian rupees.
As a result, if the value of the Indian rupee appreciates relative to these foreign currencies, the Company’s revenues measured in rupees may decrease. The exchange rate between the Indian rupee and these foreign currencies has changed substantially in recent periods and may continue to fluctuate substantially in the future. Due to lessor quantum of revenue and expenses from foreign currencies the Company is not much exposed to foreign currency risk.
• Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Interest rates are sensitive to many factors, including governmental, monetary and tax policies, domestic and international economic and political considerations, fiscal deficits, trade surpluses or deficits, regulatory requirements and other factors beyond the Company’s control. Changes in the general level of interest rates can affect the profitability by affecting the spread between, amongst other things, income which Company receives on investments in debt securities, the value of interest-earning investments, its ability to realise gains from the sale of investments.
Regulatory risk
The Company requires a number of regulatory approvals, licenses, registrations and permissions to operate business, including at a corporate level as well as at the level of each of its components. For example, the Company have licenses from SEBI in relation to, among others, introducing derivatives contracts on various indices of the exchange, introduction of futures and options contracts on various indices of the exchange, setting up an SME platform and trading in government securities. Some of these approvals are required to be renewed from time to time. The Company’s operations are subject to continued review and the governing regulations may change. The Company’s regulatory team constantly monitors the compliance with these rules and regulations.
There have been several changes to the form and manner in which recognised stock exchanges must make contributions to a Settlement Guarantee Fund and Core Settlement Guarantee Fund in the last few years. Should SEBI in the future vary the required contribution amounts to the Settlement Guarantee Fund, the Company may have to contribute more of funds to the Settlement Guarantee Fund which could materially and adversely affect the Company’s financial ability. The Company’s regulatory team keeps a track regarding the amendments in SEBI circulars / regulations pertaining to such settlement guarantee fund.
Clearing and Settlement Risk
Parties to a settlement may default on their obligations for reason beyond the control of the Company. The clearing and settlement operations are conducted through a wholly owned subsidiary Indian Clearing Corporation Limited (ICCL). ICCL guarantees the settlement of trade executed on Company’s platform and maintains a core settlement guarantee fund to support its guarantee obligations.
34. CAPITAL MANAGEMENT
The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Company monitors the return on capital as well as the level of dividends on its equity shares. The Company’s objective when managing capital is to maintain an optimal structure so as to maximize shareholder value.
The Company is predominantly equity financed which is evident from the capital structure. Further, the Company has always been a net cash Company with cash and bank balances along with investment which is predominantly investment in liquid and short term mutual funds being far in excess of financial liabilities.
Compliance with externally imposed capital requirements:
I n accordance with regulation 14 of Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018, the Company shall have a minimum networth of ' 100 Crore at all times.
1. The Company’s pending litigations comprise of claims against the Company primarily by the customers / vendors and proceedings pending with Tax and other regulatory authorities. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed the contingent liabilities where applicable, in its standalone financial statements. The Company does not expect the outcome of these proceedings to have a material adverse effect on its standalone financial statements at March 31,2023.
37. CAPITAL COMMITMENTS
Estimated amount of contracts remaining to be executed on capital account and not provided for are ' 4,192 lakhs as at March 31, 2023 ' 6,188 lakhs as at March 31,2022)
38. The Managing Director and CEO of the Company has been identified as the Chief Operating Decision Maker (CODM) as defined by Ind AS 108, Operating Segments. The CODM evaluates the Company’s performance and allocates resources.
38.1 The "Company” or the "Exchange” operates only in one Operating Segment i.e. "Facilitating Trading in Securities and other related ancillary Services”, hence have only one reportable Segment as per Indian Accounting Standard 108 "Operating Segments”. The reportable business segments are in line with the segment wise information which is being presented to the CODM.
38.2 Information about geographical area
40. EMPLOYEE BENEFITS:40.1 Defined Benefit Plan - Gratuity:
The Company offers its employees defined-benefit plans in the form of a gratuity scheme (a lump sum amount). Benefits under the defined benefit plans are typically based on years of service and the employee’s compensation (generally immediately before retirement). The gratuity scheme covers substantially all regular employees.
Such plan exposes the Company to actuarial risks such as: investment risk, interest rate risk, demographic risk and salary risk.
Actual return on the assets for the period ended March 31,2023 and year ended March 31,2022 were ' 177 Lakhs and ' 183 Lakhs respectively.
There is no compulsion on the part of the Company to fully pre fund the liability of the Plan. The Company’s philosophy is to fund the benefits based on its own liquidity and tax position as well as level of underfunding of the plan.
The plan assets in respect of gratuity represent funds managed by the BSE employee Gratuity Fund. The Employer’s best estimate of the contributions expected to be paid to the plan during the next year is ' 163 Lakhs.
The weighted average duration to the payment of these cash flows is 3.82 years.
• Discount Rate: The discount rate is based on the prevailing market yields of Indian government securities as at the balance sheet date for the estimated term of the obligations.
• Salary Escalation Rate: The estimates of future salary increase considered takes into account the inflation, seniority, promotion and other relevant factors.
40.2 Defined Contribution Plan - Provident fund, Pension Fund and New Pension Scheme:
These are plans in which the Company pays pre-defined amounts to separate funds and does not have any legal or informal obligation to pay additional sums. The Company offers its employees defined contribution plan in the form of provident fund and family pension fund. Provident fund and family pension fund cover substantially all regular employees. While both, the employees and the Company pay predetermined contributions into the provident fund and New National Pension Scheme, contributions into the family pension fund are made by only the Company. The contributions are based on a certain proportion of the employee’s salary.
The Company has an obligation to fund any shortfall on the yield of the trust’s investment over the administered interest rates on an annual basis. These administered interest rates are determined annually predominantly considering the social rather than economic factors and, in most cases, the actual return earned by the Company has been higher in the past years. There is no provision for diminution in value of investment except provision for accrued interest.
The Company recognised charge for the year ended March 31,2023 and for the year ended March 31,2022 of ' 196 Lakhs and ' 200 Lakhs respectively for provident fund and family pension fund contribution in the Profit or Loss.
The Company recognised charge for the year ended March 31, 2023 and for the year ended March 31, 2022 of ' 45 Lakhs and ' 36 Lakhs respectively for New National Pension Scheme contribution in the Profit or Loss.
40.3 Compensated Absences
The Company recognised charge for the year ended March 31,2023 and for the year ended March 31,2022 of ' 489 Lakhs and ' 484 Lakhs respectively for Compensated Absences in the Profit or Loss.
41. Pursuant to SEBI Circular CIR/MRD/DP/14/2014 dated April 23, 2014 and BSE Notice no-20190805-10, 20190925-31, 20191108-25, with effect from November 25, 2019, the Company has introduced the Liquidity Enhancement Scheme (LES) in derivatives. An expense of ' 2,277 Lakhs and ' 2,174 Lakhs has been incurred towards the scheme for the year ended March 31,2023 and year ended March 31,2022 respectively.
42. The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The said code is made effective prospectively from May 3, 2023. The Company is assessing the impact, if any, of the Code.
43. LONG TERM CONTRACT INCLUDING DERIVATIVE CONTRACTS
The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses during the year ended March 31,2023 and March 31,2022.
44. STANDARDS NOTIFIED BUT NOT YET EFFECTIVE
Ministry of Corporate Affairs ("MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On March 31, 2023, MCA amended the Companies (Indian Accounting Standards) Amendment Rules, 2023, as below:
• Ind AS 1 - Presentation of standalone financial statements - This amendment requires the entities to disclose their material accounting policies rather than their significant accounting policies. The effective date for adoption of this amendment is annual periods beginning on or after April 1,2023. The Company has evaluated the amendment and the impact of the amendment is insignificant in the standalone financial statements.
• Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors - This amendment has introduced a definition of accounting estimates’ and included amendments to Ind AS 8 to help entities distinguish changes in accounting policies from changes in accounting estimates. The effective date for adoption of this amendment is annual periods beginning on or after April 1, 2023. The Company has evaluated the amendment and there is no impact on its standalone financial statements.
• Ind AS 12 - Income Taxes - This amendment has narrowed the scope of the initial recognition exemption so that it does not apply to transactions that give rise to equal and off setting temporary differences. The effective date for adoption of this amendment is annual periods beginning on or after April 1,2023. The Company has evaluated the amendment and there is no impact on its standalone financial statements.
48. EVENTS AFTER REPORTING DATE
There are no events that have occurred between the end of the reporting period and the date when the standalone financial statements are approved that provide evidence of conditions that existed at the end of the reporting period.
49. MAINTENANCE OF BOOKS OF ACCOUNTS AND SERVERS
The Company has complied with the Rule 3 of Companies (Accounts) Rules, 2014 amended on August 5, 2022 relating to maintenance of electronic books of account and other relevant books and papers. The Company’s books of accounts and relevant books and papers are accessible in India at all times and backup of accounts and other relevant books and papers are maintained in electronic mode within India and kept in servers physically located in India on daily basis.
50. OTHER STATUTORY INFORMATION
i) There are no promoters identified for the Company.
ii) The Company, for the current year as well as previous year, do not have any Benami property, where any proceedings has been initiated or pending against the Company for holding any Benami property.
iii) The Company, for the current year as well as previous year, does not have any charges or satisfaction to be registered with ROC.
iv) The Company, during the current year as well as previous year, has not carried out or traded or invested in crypto currency or virtual currency.
v) The Company, for the current year as well as previous year, has not carried out any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessment under Income Tax Act, 1961 (Such as search, survey any any other relevant provisions of the Income Tax Act, 1961).
vi) The Company, for the current year as well as previous year, has not advanced any loan or invested funds to any other person(s) or entity(ies), including foreign entities (intermediaries) with the understanding that the intermediaries shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner, whatsoever by or on behalf of the Company (Ultimate Beneficiary) or
b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiary.
vii) The Company, for the current year as well as previous year, has not received any fund from any person(s) or entity(ies), including foreign entities (Funding party) with the understanding (whether recorded in writing or otherwise) that the Group shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner, whatsoever by or on behalf of the Funding Party (Ultimate Beneficiary) or
b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiary.
viii) The Company has not been declared as willful defaulter by any bank or financial institution or other lender, since the Company has not undertaken any borrowing during the current year and previous year.
ix) The Company, during the current year and previous year has not made any investment in downstream companies which are not in compliance with clause (87) of section 2 of the Act read with the Companies (Restriction on number of layers) Rules, 2017.
x) The Company has not entered into any scheme of arrangement in terms of sections 230 to 237 of the Companies Act, 2013 during the current year and previous year.
xi) The Company has not revalued its property plant and equipment or intangible assets or both during current year or previous year.
xii) The Company has not granted / given any loans or advances during the current year and previous year to the directors, KMP and the related party (as defined under companies Act, 2013), either severally or jointly with any other person that are repayable on demand or without specifying any terms or period of repayment.
51. Previous year’s figures have been regrouped / reclassified and rearranged wherever necessary to correspond with the current year’s classification / disclosure.
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