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BSE Limited Annual Report 2020

May 21, 2020

60293_rns_2020-05-21_277b2f69-4d91-473f-9ae5-17f917829937.pdf

Annual Report

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May 21,2020

To. The Listing Department National Stock Exchange of India Limited Exchange Plaza, 5th Floor, Plot No. C/1 G Block, Bandra-Kurla Complex, Bandra (E) Mumbai - 400 051

Symbol: BSE

ISIN: INE118H01025

Subject: Outcome of Board Meeting

Dear Sir/Madam,

This is to inform that the Board of Directors of the Company has, at its meeting held on Thursday, May 21, 2020 (i.e. today), inter-alia, considered and approved the following items:

1. Financial Results:

In compliance with Regulation 30 and 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, considered and approved the Audited Financial Results (Consolidated and Standalone) for year ended March 31, 2020 along with the audit report of the statutory auditor.

2. Final Dividend:

Recommended payment of final dividend of Rs. 17/- per equity share of face value of Rs. 2/each. This proposal is subject to approval of shareholders at the ensuing 15th Annual General Meeting of the Company.

The date of 15th Annual General Meeting, the record date to determine the eligibility of shareholders for payment of dividend and the date of payment will be intimated separately.

The above matters have been duly approved by the Board of Directors at their meeting which commenced at 4.00 p.m. and concluded at 7.15 p.m.

We are enclosing herewith the Financial results alongwith the declaration that Auditor's report on the results is with unmodified opinion (As Annexure I) for your information and record.

The Company will not be publishing these financial results in the newspaper under Regulation 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in view of

BSE Limited (Formerly Bombay Stock Exchange Ltd.) Registered Office : Floor 25, P J Towers, Dalal Street, Mumbai 400 001 India T: +91 22 2272 1234/33 | E: [email protected] | www.bseindia.com Corporate Identity Number: L67120MH2005PLC155188 BSF - INTERNAL

SEBI circular dated May 12, 2020 and on account of the lock-down restrictions imposed by the Government of India.

This is for your information and record.

Thanking you, Yours faithfully, For BSE Ltd

Prajakta Powle Company Secretary and Compliance Officer Encl: a/a

BSE Limited (Formerly Bombay Stock Exchange Ltd.)Registered Office : Floor 25, P J Towers, Dalal Street, Mumbai 400 001 India T: +91 22 2272 1234/33 | E: [email protected] | www.bseindia.com Corporate Identity Number: L67120MH2005PLC155188 BSE - INTERNAL

BATLIBOI & Ca LLP Chartered Accountants

, ; , 1 - I" i I . • • - I

Independent Auditor's Report on the Quarterly and Year to Date Audited Standalone Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

To The Board of Directors of BSE Limited

Report on the audit of the Standalone Financial Results

Opinion

We have audited the accompanying statement of quarterly and year to date standalone financial results of BSE Limited (the "Company") for the quarter and year ended March 31, 2020 ("Statement"), attached herewith, being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations").

In our opinion and to the best of our information and according to the explanations given to us, the Statement:

  • i. is presented in accordance with the requirements of the Listing Regulations in this regard; and
  • gives a true and fair view in conformity with the applicable accounting standards and other accounting principles generally accepted in India, of the net profit and other comprehensive income and other financial information of the Company for the quarter and year ended March 31, 2020.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013, as amended ("the Act"). Our responsibilities under those Standards are further described in the "Auditor's Responsibilities for the Audit of the Standalone Financial Results" section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

Att

We draw attention to Note 13 to the Statement, in respect of contribution to be made of Rs. 1,264 lakhs to Core Settlement Guarantee Fund (core SGF') by the Company to clearing corporations (CCs') other than Indian Clearing Corporation Limited ("ICCL"). Considering the representation made by the CCs and to be made by the Company to Securities Exchange Board of India ("SEBI") and pending clarif ation to be received from them in this regard, no impact has been considered in the stands results.

,R, Batliboi & Co. LLP, a Limited Liability Partnership with LLP Identity No, AAB-4294Regd. Office 22, Carnac Street, Block 'B', 31 d Floor, Kolkata-700 016
-- ------------------------------------------------------------------------------------------------------------------------------------------------------------------ --

S.R. BATLIBOI & CO. L LP Chartered Accountants

Our opinion is not modified in respect of this matter.

Management's Responsibilities for the Standalone Financial Results

The Statement has been prepared on the basis of the standalone annual financial statements. The Board of Directors of the Company are responsible for the preparation and presentation of the Statement that gives a true and fair view of the net profit and other comprehensive income of the Company and other financial information in accordance with the applicable accounting standards prescribed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Statement, the Board of Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone Financial Results

Our objectives are to obtain reasonable assurance about whether the Statement as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the Statement.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the Statement, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal

financial controls with reference to financial statements in place and the operating effectiveness of such controls.

  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.
  • Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the Statement represents the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Other Matters

The Statement includes the results for the quarter ended March 31, 2020 being the balancing figure between the audited figures in respect of the full financial year ended March 31, 2020 and the published unaudited year-to-date figures up to the third quarter of the current financial year, which were subjected to a limited review by us, as required under the Listing Regulations.

For S.R. BATLIBOI & Co. LLP Chartered Accountants ICAI Firm Registration Number: 301003E/E300005

per Jayesh Gandhi Partner Membership No.: 037924 UDIN: 20037924AAAACS7395 Mumbai May 21, 2020

BSE Limited CIN L67120MH2005PLC155188

(Formerly known as Bombay Stock Exchange

Limited) Mumbai 400001 Registered office: Floor 25, P 1 Towers, Dalal Street,

year ended March 31, 2020 Statement of Standalone Financial Results for the quarter and

( in Lakh)
PARTICULARS For the For the For the For the For the
quarter quarter quarter year year
ended ended ended ended ended
March December March March March
31, 2020 31., 2019 31, 2019 31, 2020 31, 2019
Audited Unaudited Audited Audited Audited
1 Revenue from operations 9,953 9,315 9,764 37,863 37,976
2 Investment income 2,322 2,662 4,516 13,956 19,581
3 Other income (refer note 6) 776 517 1,470 2,394 3,682
4 Total income (1+2+3) 13,051 12,494 15,750 54,213 61,239
5 Expenses
a) Employee benefits expense 2,315 2,261 2,150 9,390 8,479
b) Depreciation and amortisation expense 1,148 1,106 1,291 4,355 4,402
c) Computer technology related expenses 3,212 3,283 2,992 13,090 12,652
d) Settlement of service tax matter (refer note 11) 4 362 - 366
e) Provision for Additional Contribution to ISF and IPF (refer note 7) 1,861 - - 1,861 -
1) Administration and other expenses 4,303 4,572 4,249 16,568 14,313
g) Liquidity enhancement scheme expenses (refer note 12) 160 59 - 219
Total expenses (5a to 5g) 13,003 11,643 10,682 45,849 39,846
6 Profit before exceptional items and tax (4 -5) 48 851 5,068 8,364 21,393
7 Exceptional items (net) (refer notes 4 and 5) 9,158 9,158 457
8 Profit before tax (6+7) 48 10,009 5,068 17,522 21,850
9 Tax expense (refer note 6) (111) 159 683 155 1,745
10 Profit for the period / year (8-9) 159 9,850 4,385 17,367 20,105
11 Other comprehensive income (net of taxes) 23 (29) 66 (25) (71)
12 Total comprehensive income for the period / year (10+11) 182 9,821 4,451 17,342 20,034
13 Paid up equity share capital (face value per share2 Each) 900 900 1,036 900 1,036
14 Other equity 2,15,601 2,61,586
15 Earnings per equity share (face value per share2 Each)
Basic and diluted before exceptional items M (refer note below) 0.35 1.51 8.34 16.72 37.18
Basic and diluted after exceptional item M (refer note below) 0.35 21.50 8.34 35.37 38.08

Note: Basic and diluted EPS is not annualised for the quarter ended results. EPS is calculated on outstanding shares issued by BSE Limited (the "Company") including shares held in abeyance.

BSE Limited
(Formerly known as Bombay Stock Exchange Limited)
Standalone Balance Sheet as at March 31, 2020
(₹ in Lakh)
PARTICULARS As at March 31, 2020 As at March 31, 2019
Audited Audited
ASSETS
$\mathbf{1}$ Non-current assets
Property, plant and equipmenta. 9,096 9,518
Capital work-in-progressb. 827 929
Investment properties$\mathbb{C}$ . 412 432
Goodwilld.
Intangible assetsle.Intangible assets under developmentf. 2,334 3,325978
Financial assets 1,489
lg.i.Investments
a. Investments in subsidiaries 68,850 68,850
b. Investments in associates 4,723 5,667
Other investmentsC 1 38,749 68,294
Other financial assetsii. 8,856
4,437
Deferred tax assets (net)۱h.Income tax assets (net)li. 10,8045,634 7,769
Other assets 14 5,464
Total non-current assets 1,51,788 1,75,668
$\overline{2}$ Current assets
Financial assetsa.
Investmentsi. 1,03,708 1,13,836
Trade receivablesii. 5,195 4,113
iii. Cash and cash equivalents 3,011 1,828
iv. Bank balances other than (iii) above 17,376 22,114
v. Other financial assets 315 613
Other assetsb. 836 1,214
Total current assets 1,30,441 1,43,718
Total assets (1+2) 2,82,229 3,19,386
EQUITY AND LIABILITIES
3 Equity
Equity share capitala. 900 1,036
b. Other equity 2,15,601 2,61,586
Total equity 2,16,501 2,62,622
Liabilities
4 Non-current liabilities
Financial liabilitiesa.
Other financial liabilities 676 636
Other liabilitiesb. 88 223
Total non-current liabilities 764 859
5 Current liabilities
Financial liabilitiesla.
Trade payablesi.
a. Total outstanding dues of micro enterprises and small 16 2
enterprises
b. Total outstanding dues of creditors other than micro 6,756 3,590
enterprises and small enterprises
Other financial liabilitiesii. 39,686 39,526
Provisionsb. 1,114 1,038
Income tax liabilities (net)c. 944 1,142
Other liabilitiesd. 16,448 10,607
Total Current Liabilities 64,964 55,905
Total Equity and Liabilities (3+4+5) 2,82,229 3,19,386

MUMBAI

BSE Limited
(Formerly known as Bombay Stock Exchange Limited)
CIN L67120MH2005PLC155188
Standalone Cash Flow Statement for the year ended March 31, 2020
('in Lakh)
PARTICULARS For the year ended March MarchFor the year ended
31, 2020 31, 2019
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit for the year 17,367 20,105
Adjustments for
Income tax expenses recognised in profit and loss 155 1,745
Depreciation and amortisation expenses 4,355 4,402
Impairment loss on financial assets carried at cost 791 1,420
Net gain on disposal of property, plant and equipment and intangible assets (10) (1)
Impairment loss on financial assets and bad debts write off 1,749 869
Net gain on derecognition of financial assets measured at amortised cost - (3,074)
Net gain on partial disposal of investment in associate measured at cost (9,158) (511)
Net gain arising on financial assets measured at FVTPL (11,529) (8,737)
Interest income (403) (3,902)
Dividend income (2,024) (3,868)
Provision for compensated absences 497 499
Operating cash flow before working capital changes 1,790 8,947
Movements in working capital
(Increase) / decrease in trade receivables (2,831) 134
Increase/ (decrease) in trade payables 3,180 (2,175)
Increase/ (decrease) in provisions 76 99
(Increase) / decrease in other financial assets and other assets (407) (3,165)
Increase / (decrease) in other financial liabilities and other liabilities 8,302 (344)
Cash generated from / (used in) operations 10,110 3,496
Direct taxes paid (net of refunds) (3,502) (2,611)
Net cash generated from / (used in) operating activities 6,608 885
B. CASH FLOW FROM INVESTING ACTIVITIES
Fixed assets
Purchase of fixed assets, including intangible assets, capital work in progress (2,981) (5,698)
and capital advances
Proceeds from sale of fixed assets 15 5
Investments
Net (increase)/decrease in investment in mutual funds 47,910 (68,356)
Proceeds received from certificate of deposits 2,998
Proceeds received from bonds and non-convertible debentures 2,500 90,148
Investment in fixed deposits (41,422) (1,387)
Proceeds received from fixed deposits 39,298 10,435
Investment in subsidiaries - (7,215)
Proceeds received on partial sale of investment in associate 10,102 511
Interest received 592 7,512
Dividend received from Subsidiaries/Associates and Mutual Fund 2,024 3,868
Net cash generated from / (used in) investing activities 58,038 32,821

BSE Limited
(Formerly known as Bombay Stock Exchange Limited)
CIN L67120MH2005PLC155188
Standalone Cash Flow Statement for the year ended March 31, 2020
( in Lakh)
PARTICULARS For the year ended March For the year ended March
31, 2020 31, 2019
C. CASH FLOW FROM FINANCING ACTIVITIES
Payment towards buyback including transaction cost (47,620) (12,300)
Dividend and taxes paid thereon (15,843) (22,545)
Net cash used in financing activities (63,463) (34,845)
Net increase / (Decrease) in cash and cash equivalents (A+B+C) 1,183 (1,139)
Cash and cash equivalents at the beginning of the year 1,828 2,967
3,0111,828Cash and cash equivalents at the end of the year
Balances with banks
In current accounts 2,713 428
In deposit accounts with original maturity of 3 months 298 1,400
Cash and cash equivalents at the end of the year 3,011 1,828
  1. The Cash Flow Statement has been prepared under the "Indirect Method" as set out in Indian Accounting Standard - 7 "Cash Flow Statement".

  2. Movement in earmarked liabilities and assets are not considered.

  3. Previous years' figures have been regrouped wherever necessary.

  • 1 The above standalone financial results for the quarter and year ended March 31, 2020 have been reviewed by the Audit Committee and approved by the Board of Directors on May 21, 2020 and the statutory auditors of the Company have conducted an audit of the above standalone financial results for the quarter and year ended March 31, 2020.
  • 2 The above standalone financial results for the quarter and year ended March 31, 2020 are prepared in accordance with the Indian Accounting Standards (Ind-AS) as prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.
  • 3 The Company operates only in one Business Segment i.e. "Facilitating Trading in Securities and other related ancillary Services", hence does not have any reportable Segments as per Ind-AS 108 "Operating Segments".
  • 4 (a) The Company had partially divested its stake in a subsidiary company, on June 29, 2017. The profit on divestment amounting to 31,603 Lakh was reflected as an "Exceptional Item" in the Statement of Standalone Financial Results during the year ended March 31, 2018. The residual investment retained in the subsidiary is now considered as an investment in an associate. The said profit on sale was based on estimated expenditure withheld by Central Depository Services (India) Limited ("CDSL").

In the year ended March 31, 2019, the amount of expenditure was crystallised and hence excess amount of 511 Lakh was recorded as an additional profit on sale of CDSL and considered as "Exceptional Item".

(b) In the quarter ended December 31,2019, the Company had further divested its 4% stake in its associate company CDSL through offer for sale. The profit on divestment amounting to 9,158 Lakh is reflected as an "Exceptional Item" in the statement of Standalone Financial Results for the quarter ended December 31, 2019 and year ended March 31, 2020.

  • 5 In the previous year, the Company implemented a Voluntary Retirement Scheme for all its eligible employees. Post the closure of the Scheme an expense of 54 Lakh has been recognised for the year ended March 31, 2019. The said expenses have been considered as an "Exceptional Item".
  • 6 (a) Based on the assessment orders received during the year ended March 31, 2019, the Company had written back an amount of 661 Lakh in respect of previous years and the same was netted off from current tax expense for the year ended March 31, 2019. Further, interest on Income Tax refund, as allowed in the assessments, of 218 Lakh, 18 Lakh and 781 Lakh has been included in "Other Income" for the quarter ended March 31, 2019, year ended March 31, 2020 and year ended March 31, 2019 respectively.

(b) A Taxation Laws (Amendment) Ordinance, 2019 ("Ordinance") on September 20, 2019 has amended the Income Tax Act, 1961 and Finance (No. 2) Act, 2019, by which the option has been provided for the lower tax regime without any incentives for the domestic companies. Under the revised tax regime, accumulated Minimum Alternate Tax (MAT) credit is not allowed. Considering the substantial accumulated MAT credit, the management has assessed that it is beneficial not to opt for the option of availing revised income tax rate for certain period of time. The tax liability for the current period has been accordingly calculated.

  • 7 The Company had earlier received observations from SEBI in respect of inspection conducted for the period 2005 2017, in which the Company was asked to plough back certain amount to Investors' Services Fund ("ISF") and BSE Investors Protection Fund Trust ("IPF") against expenses charged in the earlier years to these funds. On the basis of response submitted by the Company, SEBI concluded and instructed the Company in March 2020 to plough back an amount of 1,037 lakh along with interest to the said funds. Consequently, an expense of 1,385 Lakh has been charged to the profit and loss account for the quarter and year ended March 31, 2020. For the said matter, a further charge of 476 lakh has also been recognized for the subsequent period. Accordingly, an amount aggregating to 1,861 lakh has been disclosed as "Provision for Additional Contribution to ISF and IPF".
  • 8 The Company and its provident fund trust has an investment of 1,700 Lakh and 353 Lakh (including interest of 72 Lakh) respectively in secured Non-convertible Debentures of IL&FS Group. Considering the status of IL&FS Group Companies, a provision of 265 Lakh, 265 Lakh, 250 Lakh, 798 Lakh and 1,254 Lakh has been made during the quarter ended March 31, 2020, December 31, 2019, quarter ended March 31, 2019, year ended March 31, 2020 and year ended March 31, 2019 respectively.
  • 9 As approved by the Directors and Shareholders, the company had implemented a scheme of buyback ("the scheme") in the current year. The buyback opened on August 30, 2019 and closed on September 16, 2019 and the Company bought back 67,64,705 equity shares at 680 per share resulting in cash outflow of 46,000 Lakh (excluding expenses towards buyback). As provided in the scheme, an amount of 22,526 Lakh was utilized from Securities Premium Account, 23,338 Lakh was utilized from General Reserve and Share capital has been reduced by 136 Lakh. Further, Capital Redemption Reserve of 136 Lakh (representing the nominal value of the shares bought back and extinguished) has been created from balance in Retained earnings as per the requirements of the Companies Act, 2013.
  • 10 As per the assessment of management, there are no lease contracts for which IND AS 116 Leases is required to be applied.
  • 11 The Company has opted for the Sabka Vishwas (Legacy Dispute Resolution) scheme, 2019 for the settlement of service tax matter of earlier years. Accordingly, an amount of 4 Lakh, 362 Lakh and 366 Lakh was paid under the said scheme, which was charged to the profit and loss account for the quarter ended March 31, 2020, quarter ended December 31, 2019 and year ended March 31, 2020 respectively.

  • 12 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 equity derivatives. An expense of 160 Lakh, 59 Lakh and 219 Lakh has been incurred towards the scheme for the quarter ended March 31, 2020, quarter ended December 31, 2019 and year ended March 31, 2020 respectively. dated April 23,2014 and BSE no-20190805-10, 20190925-31, with from November 25, 2019, the Company has introduced Enhancement Scheme An expense of 160 Lakh, 59 Lakh and 219 Lakh has been incurred towards the scheme for the quarter ended March 31, 2020, quarter ended December and year
  • 13 Interoperability among clearing corporations was implemented from June 2019. After implementation of interoperability, the members have the option to choose the clearing corporation to clear their trades. Based on their selection, the trades of BSE are cleared by respective clearing corporations.

As per the requirement arising out of August 27, 2014 SEBI Circular on CIR \ MRD\DRMNP\25\2014, for contribution by exchange to Core SGF, BSE needs to contribute to Core SGFs of all the Clearing corporations through which its trades are cleared.

BSE has already contributed 15,072 Lakh to Indian Clearing Corporation Ltd., which is in excess by 12,388 Lakh as compared to the requirement, as of March 31, 2020, of the above mentioned circular relating to Core SGF. Based on the transactions executed on BSE and which are cleared by other Clearing Corporations, requirement of Core SGF is 1,264 Lakh as on March 31, 2020. The Board of the Company has decided to represent SEBI for allowing to utilize the excess contribution by BSE lying with Indian Clearing Corporation Ltd. to be adjusted with the said contribution to the other clearing corporations requirement. 13 Interoperability among clearing corporations was implemented from June 2019. After implementation of interoperability, the corporations. out of August 27, 2014 SEBI Circular on CIR \MRD\DRMNP\25\2014, for contribution by exchange to SGF, BSE needs to Core of all Clearing corporations its trades are cleared. requirement, as which are Corporations, requirement SGF is as on March 31, 2020. The the Company by BSE with Indian Clearing Ltd. that the of clearing corporations contributed in Government Securities.

The Clearing Corporations have also represented to SEBI that the contribution by exchanges towards Core SGF of clearing corporations may be allowed to be contributed in the form of Bank Fixed Deposit / Government Securities. The Company is awaiting clarification from SEBI in this regard.

In view of the above, no contribution has been made to other clearing corporations and the Company has not taken any charge for the contribution to Core SGF in the current year's statement of profit and loss. The Management has also assessed that there is no impact on their operations with clearing corporations due to no payment of contribution to Core SGF to them.

14 The novel coronavirus (COVID-19) pandemic continues to spread rapidly across the globe including India. On March 11, 2020, the COVID-19 outbreak was declared a global pandemic by the World Health Organization. The Indian government had announced countrywide lockdown which is continued at present. In view made to other clearing corporations contribution to Core loss. The Management impact COVID-19 outbreak The Indian announced present. participants could operate exempted from has assessed impact of assessment, the management is of the view that impact of COVID-19 on the operations of the Company and the carrying value liabilities is not likely The Board of Directors of the Company at its meeting held on May 21, 2020 have recommended a payment of dividend of 17/-

In this nation-wide lock-down period, though all the services across the nation were suspended, some essential services establishments including securities market participants could operate and were exempted from the lock-down.

The management has assessed the potential impact of the COVID-19 on the Company. Based on the current assessment, the management is of the view that impact of COVID-19 on the operations of the Company and the carrying value of its assets and liabilities is not likely to be material.

  • 15 The Board of Directors of the Company at its meeting held on May 21, 2020 have recommended a payment of dividend of ! 17/- per equity share of ! 2/- each. The proposal is subject to the approval of shareholders at the ensuing Annual General Meeting.
  • 16 The figures for the quarter ended March 31, 2020 are arrived at as difference between audited figures in respect of the full financial year for the year ended March 31, 2020 and the reviewed figures upto nine months period ended December 31, 2019. of 2/- each. The proposal is subject to the approval of shareholders at the ensuing Annual General the quarter ended March 31, between audited in respect of the
  • 17 Previous quarter's / year's figures have been regrouped / reclassified and rearranged wherever necessary to correspond with the current quarter's / year's classification / disclosure. year for the year reviewed figures upto quarter's / Mumbai, and on BSE LIMifED

Murnbai, May 21, 2020

For and on behalf of Board of Directors of BSE LIMED

AshishkurYtar Chauhan Managing Director & CEO Ashishkur#rar Chauhan Managing Director & CEO

S.R. BATLIBOl& CO. LLP Chartered Accountants

1lh 1 ' r 1, I 1!. I ULU! ;IL, ,.120 Il rk.,

Independent Auditor's Report on the Quarterly and Year to Date Consolidated Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

To The Board of Directors of BSE Limited

Report on the audit of the Consolidated Financial Results

Opinion

We have audited the accompanying statement of quarterly and year to date consolidated financial results of BSE Limited ("Holding Company") and its subsidiaries (the Holding Company and its subsidiaries together referred to as "the Group") and its associates, for the quarter ended and year ended March 31, 2020 ("Statement"), attached herewith, being submitted by the Holding Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations").

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the reports of the other auditors on separate audited financial statements of the subsidiaries, the Statement:

  • i. includes the results of the following entities;
    • BSE Limited
    • Subsidiaries
      • a) BSE Institute Limited
      • b) Marketplace Technologies Private Limited
      • c) Indian Clearing Corporation Limited
      • d) India International Clearing Corporation (IFSC) Limited
      • e) BSE Investments Limited
      • f) BSE Sammaan CSR Limited
      • g) India International Exchange (IF SC) Limited
    • Associates
      • h) Central Depository Services (India) Limited
      • i) Asia Index Private Limited
  • ii. is presented in accordance with the requirements of the Listing Regulations in this regard; and
  • iii. gives a true and fair view in conformity with the applicable accounting standards, and other accounting principles generally accepted in India, of the consolidated net loss / profit and other comprehensive income and other financial information of the Group for the quarter and year ended March 31, 2020.

BATLIBOI & Co. L LP Chartered Accountants

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs), as specified under Section 143(10) of the Companies Act, 2013, as amended ("the Act"). Our responsibilities under those Standards are further described in the "Auditor's Responsibilities for the Audit of the Consolidated Financial Results" section of our report. We are independent of the Group and its associates in accordance with the 'Code of Ethics' issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us and other auditors in terms of their reports referred to in "Other Matter" paragraph below, is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

We draw attention to Note 13 to the Statement, in respect of contribution to be made of Rs. 1,264 lakhs to Core Settlement Guarantee Fund (core SGF') by the Holding Company to clearing corporations (CCs') other than Indian Clearing Corporation Limited ("ICCL"). Considering the representation made by the CCs and to be made by the Holding Company to Securities Exchange Board of India ("SEBI") and pending clarification to be received from them in this regard, no impact has been considered in the consolidated financial results. Our opinion is not modified in respect of this matter.

Management's Responsibilities for the Consolidated Financial Results

The Statement has been prepared on the basis of the consolidated annual financial statements. The Holding Company's Board of Directors are responsible for the preparation and presentation of the Statement that give a true and fair view of the net profit (loss) and other comprehensive income and other financial information of the Group including its associates in accordance with the applicable accounting standards prescribed under section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The respective Board of Directors of the companies included in the Group and of its associates are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and its associates and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Statement that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the Statement by the Directors of the Holding Company, as aforesaid.

In preparing the Statement, the respective Board of Directors of the companies included in the Group and of its associates are responsible for assessing the ability of the respective entities to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the respective entities or to cease operations, or has no realistic alternative but to do so. e respective Board of Directors of the companies included in the Group and of its associates !so responsible for overseeing the financial reporting process of the respective entities.

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Auditor's Responsibilities for the Audit of the Consolidated Financial Results

Our objectives are to obtain reasonable assurance about whether the Statement as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the Statement.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the Statement, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.
  • Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group and its associates to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Statement or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group and its associates to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the Statement represent the underlying transactions and events in a manner that achieves fair presentation.
  • Obtain sufficient appropriate audit evidence regarding the financial results of the entities within the Group and its associates of which we are the independent auditors to express an opinion on the Statement. We are responsible for the direction, supervision and performance of the audit of the financial information of such entities included in the Statement of which we are the independent auditors. For the other entities included in the Statement, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

We communicate with those charged with governance of the Holding Company regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide •;(ti vse charged with governance with a statement that we have complied with relevant ethical virements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

We also performed procedures in accordance with the Circular No. CIR/CFD/CMD1/44/2019 dated March 29, 2019 issued by the Securities Exchange Board of India under Regulation 33 (8) of the Listing Regulations, to the extent applicable.

Other Matter

The accompanying Statement includes the audited financial results and other financial information, in respect of seven subsidiaries, whose financial statements include total assets of Rs 202,196 lakhs as at March 31, 2020, total revenues of Rs 3,910 lakhs and Rs 15,537 lakhs, total net (loss) / profit after tax of (Rs. 145 lakhs) and Rs. 210 lakhs, total comprehensive income of Rs. 609 lakhs and Rs. 1,335 lakhs, for the quarter and the year ended on that date respectively, and net cash inflows of Rs. 21,990 lakhs for the year ended March 31, 2020, as considered in the Statement which have been audited by their respective independent auditors.

The independent auditor's report on the financial statements of these entities have been furnished to us by the Management and our opinion on the Statement in so far as it relates to the amounts and disclosures included in respect of these subsidiaries is based solely on the reports of such auditors and the procedures performed by us as stated in paragraph above.

The Statement includes the results for the quarter ended March 31, 2020 being the balancing figures between the audited figures in respect of the full financial year ended March 31, 2020 and the published unaudited year-to-date figures up to the end of the third quarter of the current financial year, which were subjected to a limited review by us, as required under the Listing Regulations.

Our opinion on the Statement is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors.

For S.R. BATLIBOI & Co. LLP Chartered Accountants ICAI Firm Registration Number: 301003E/E300005

per Jayesh—Gandhi Partner Membership No.: 037924 UDIN: 20037924AAAACR4812 Mumbai May 21, 2020

CIN L67120MH2005PLC155188

Exchange Limited) (Formerly known as Bombay Stock

Dalal Street, Mumbai 400001 Registered office: Floor 25, P J Towers,

quarter and year ended March 31, 2020 Statement of Consolidated Financial Results for the

( in Lakh)
PARTICULARS1 For the For the For the For the For the
quarter quarter quarter year year
ended ended ended ended ended
March December March March March
31, 2020 31, 2019 31, 2019 31, 2020 31, 2019
Audited Unaudited Audited Audited Audited
Continuing operation
1 Revenue from operations 11,956 10,992 11,569 45,051 45,030
2 Investment income 3,050 3,397 5,247 15,866 20,218
3 Other income (refer note 8) 573 477 1,392 2,083 3,496
4 Total income (1+2+3) 15,579 14,866 18,208 63,000 68,744
5 Expenses
a) Employee benefits expense 3,756 3,688 3,550 15,120 13,921
b) Finance costs 103 47 19 237 87
c) Depreciation and amortisation expense 1,339 1,318 1,470 5,104 5,108
d) Computer technology related expenses 2,941 2,938 2,773 11,760 11,342
e) Settiment of service tax matter (refer note 9) 4 362 - 366
f) Provision for Additional Contribution to ISF and IPF (refer note 10) 1,861 - 1,861 -
g) Administration and other expenses 5,068 5,186 5,254 19,091 18,105
h) Liquidity enhancement scheme expenses (refer note 4) 541 463 388 1,781 1,298
Total expenses (5a to 5h) 1%613 14,002 13,454 55,320 49,861
6 Profit before exceptional items and tax (4-5) (34( 864 4,754 7,680 18,883
7 Exceptional items (refer note 6) 3,204 - 3,204 (54)
8 Profit before tax and share of net profits of investments accounted for using (34) 4,068 4,754 10,884 18,829
equity method (6+7)
9 Share of profit of associates 661 572 874 2,665 2,923
10 Profit before tax (8+9) 627 4,640 5,628 13,549 21,752
11 Tax expense (refer note 8) 818 147 442 1,488 2,335
12 Net profit after tax for the period / year from continuing operation (10-11) (191) 4,493 5,186 12,061 19,417
Discontinued operation (refer note 5)
13 Gain on sale of subsidiary (on loss of control) - 511
14 Profit from discontinued operation - - 511
15 Net profit from total operation for the period / year (12+14) (191) 4,493 5,186 12,061 19,928
Net profit attributable to the shareholders of the Company (131) 4,557 5,186 12,227 19,928
Net profit attributable to the non controlling interest (6.0 (64) (166)
16 Other comprehensive income (net of taxes) 783 105 (40) 1,102 699
17 Total comprehensive Income for the period / year (15+16) 592 4,598 5,146 13,163 20,627
Total comprehensive income attributable to the shareholders of the Company 581 4,652 5,146 13,230 20,627
Total comprehensive income attributable to the non controlling interest 11 (54) - (57)
18 Paid up equity share capital (face value per share k 2 each) 900 900 1,036 900 1,036
19 Otliior equity 2,41,610 2,91,820
20 Earnings per equity share (face value per share 2 each)
Continuing operations
Basic and diluted before exceptional items M (refer note below) (0.42) 2.81 9.87 18.04 36.85
Basic and diluted after exceptional item M (refer note below) (0.42) 9.81 9.87 24.57 36.78
Discontinued Operations - -
Basic and Diluted after exceptional item M (Refer note below) - 0.97
Total operationsBasic and diluted after exceptional item (I) (refer note.belowl (p.42) 9.81 I*7 .24.57 37.75

Note: Basic and diluted EPS is not annualised for the quarter ended results. EPS is calculated on outstanding shares issued by BSE Limited (the "Company") including shares held in abeyance.

in Lakh)
PARTICULARS As at March 31, 2020 As at March 31, 2019
Audited Audited
ASSETS
1 Non-current assets
Property, plant and equipmenta. 12,001 12,477
Capital work-in-progressb. 827 929
Investment propertyc. 353 372
d.Goodwill 3,742 3,742
Other intangible assetse. 2,915 3,767
Intangible assets under developmentf. 1,360 895
g.Financial assets
Investmentsi.
a.Investments in subsidiaries 238,622 43,017
Investments in associatesb. 53,539 78,291
Other investmentsc.Other financial assets 20,477 9,186
ii.Income tax assets (net)h. 8,794 7,979
i.Deferred tax assets (net) 12,777 10,253
Other assetsj. 18
Total non-current assets 1,55,427 1,70,914
2 Current assets
a. Financial assets
i.Investments 1,21,037 1,16,656
ii. Trade receivables 6,999 4,903
iii. Cash and cash equivalents 72,866 47,943
iv. Bank balances other than (iii) above 88,052 1,06,865
Other financial assetsv. 1,116 938
b. Other assets 2,094 2,175
Total current assets 2,92,164 2,79,480
Total assets (1+2) 4,47,591 4,50,394
EQUITY AND LIABILITIES
3 Equity
a.Equity share capital 900 1,036
Other equityb. 2,41,610 2,91,820
Equity attributable to shareholders of the Company 2,42,510 2,92,856
Non controlling interestTotal equity 1,8562,44,366 2,92,856
Core settlement guarantee fund 43,538 40,163
Liabilities
'Non-current liabilities
a.Financial liabilities
Other financial liabilities 739 690
Deferred tax liabilities (Net)b. 14
Provisionsc. 240 186
Other liabilitiesd. 135 285
Total non-current liabilities 1,128 1,167
7 Current liabilities
a.Financial liabilities
i. Trade payables
a.Total outstanding dues of micro enterprises and small 16
enterprises
b. Total outstanding dues of creditors other than micro 7,568 4,179
enterprises and small enterprises
Other financial liabilitiesii. 1,30,803 97,593
b. Provisions 1,763 1,516
Income tax liabilities (Net)c. 993 1,147
d. Other liabilities 17,416 11,763
Total current liabilitie: 1,58,559 1,16,208
Total equity and liabilities (3+4+5+6+7 4,47,591 4,50,394
MUMBAI
BSE Limited(Formerly known as Bombay Stock Exchange Limited)
CIN L67120MH2005PLC155188
Consolidated Cash Flow Statement for the year ended March 31, 2020 (1 in takh)
PARTICULARS For the year endedMarch 31, 2020 For the year endedMarch 31, 2019
Continuing operations
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit for the year 12,061 19,417
Adjustments for
Income tax expenses recognised in profit and loss 1,488 2,335
Share of profit of associates (2,665) (2,923)
Foreign currency translation reserve 1,167 7825,108
Depreciation and amortisation expense 5,104(10) (1)
Net gain on disposal of property, plant and equipmentImpairment loss on financial assets 2,544 2,301
Net gain on partial disposal of investment in associate (3,204)
Finance cost 237 87
Contribution to core settlement guarantee fund 74 684
Investment income on core settlement guarantee fund 3,042 2,736
Penalties / contribution received towards settlement guarantee fund 146 182
Net gain on derecognition of financial assets measured at amortised cost (3,074)
Net gain arising on financial assets measured at FVTPL (11,830) (8,958)
Interest income (2,734) (6,192)
Dividend income (1,302) (1,994)
Provision for compensated absences 981 870
Operating profit before working capital changes 5,099 11,360
Movements in working capital
(Increase) / decrease in trade receivables (4,640) (1,717)
Increase / (decrease) in trade payables 3,395 (2,105)150
Increase / (decrease) in provisions 247(208) (76)
(Increase) / decrease in other financial assets and other assetsIncrease / (decrease) in other liabilities and other financial liabilities. 40,685 (35,364)
Cash generated from / (used in) operations 44,578 (27,752)
Direct taxes paid (net of refunds) (4,907) (4,081)
Net cash generated from / (used in) operating activities 39,671 (31,833)
B. CASH FLOW FROM INVESTING ACTIVITIES
Fixed Assets
Purchase of property, plant and equipment, intangible assets, capital work in (3,785) (6,179)
progress, intangible assets under development and capital advances
Proceeds from sale of property, plant and equipment 23 6
Investments
Net decrease / (increase) in investment iri equity and debt instruments 34,247 (71,476)
Investment in Government Securities (3,408) (1,918)
Proceeds received from certificate of deposits 2,998
Proceeds received from bonds and non-convertible debentures 2,500 90,148
Proceeds received on partial sale of investment in associate 10,102
Investment in Associates (1,048) (1,541)
Investment in fixed deposits (70,088)73,552 (25,603)37,813
Proceeds received from fixed depositsInterest received 3,632 8,498
Dividend received 1,302 1,994
Net cash generated from / (used in) investing activities 47,029 34,740
C. CASH FLOW FROM FINANCING ACTIVITIES (237) (87)
Finance costDividend and taxes paid thereon (15,843) (22,814)
Issue of share capital by subsidiary 1,923
Payment towards buyback including transaction cost (47,620) (12,300)
Net cash used in financing activities (61,777) (35,201)
D. Net increase / (decrease) in cash and cash equivalents from continuing Operations 24,923 (32,294)
(A+B+C)

BSE Limited
(Formerly known as Bombay Stock Exchange Limited)
CIN L67120MH2005PLC155188
Consolidated Cash Flow Statement for the year ended March 31, 2020
( in Lakh)
For the year ended For the year ended
PARTICULARS March 31, 2020 March 31, 2019
Discontinued Operations (refer note 6)
E. Net cash from operating activities - -
F. Net cash generated from investing activities - -
G. Net cash generated from financing activities 511
H. Net increase in cash and cash equivalents from Discontinued Operations (E+F+G) - 511
I. Net increase / (decrease) in cash and cash equivalents from Total Operations (D+H) 24,923 (31,783)
Cash and cash equivalents at the beginning of the year 47,943 79,726
Cash and cash equivalents at the end of the year 72,866 47,943
Cash and cash equivalents at the end of the year comprises
i) Cash on hand - -
ii) Cheques in hand -
Balances with banks
In current accounts 23,138 32,275
In deposit accounts with original maturity upto 3 months 49,728 15,668
Cash and cash equivalents at the end of the year 72,866 47,943
  1. The Cash Flow Statement has been prepared under the "Indirect Method" as set out in Indian Accounting Standard - 7 "Cash Flow Statement".

  2. Movement in earmarked liabilities and assets of parent company are not considered. 3. Previous years's figures have been regrouped wherever necessary.

• _.........,

  • 1 The Consolidated financial results comprises of results of BSE Limited ("holding company" or "the Company"), its subsidiaries and its associates (together referred to as "the Group"). The above consolidated financial results for the quarter and year ended March 31, 2020 have been reviewed by the Audit Committee and approved by the Board of Directors on May 21, 2020 and the statutory auditors of the Company have conducted "Audit" of the above consolidated financial results for the quarter and year ended March 31, 2020.
  • 2 The above consolidated financial results for the quarter and year ended March 31, 2020 are prepared in accordance with the Indian Accounting Standards (Ind-AS) as prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.
  • 3 The Group operates only in one Business Segment i.e. "Facilitating Trading in Securities and other related ancillary Services", hence does not have any reportable Segments as per Ind-AS 108 "Operating Segments".
  • 4 (a) Pursuant to SEBI Circular SEBI/HO/MRD/DSA/CIR/P/2017/95 dated August 10, 2017 (INDIA INX Circular no-20171017-1, dated October 17, 2017), India International Exchange (IFSC) Limited (Subsidiary Company) had launched Liquidity Enhancement Scheme (LES) to enhance liquidity in INDIA INX's Futures & Options Segment. LES was launched on November 01, 2017 and an expense of 381 Lakh, 404 Lakh, 388 Lakh, 1,562 Lakh and 1,29,8 Lakh has been incurred towards the Scheme for the quarter ended March 31, 2020, quarter ended December 31, 2019, quarter March 31, 2019, year ended March 31, 2020 and year ended March 31, 2019 respectively.

(b) 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 equity derivatives. An expense of 160 Lakh, 59 Lakh and 219 Lakh has been incurred towards the scheme for the quarter ended March 31, 2020, quarter ended December 31, 2019 and year ended March 31, 2020 respectively.

5 The Company had partially divested its stake in a subsidiary company on June 29, 2017. The divestment had resulted in a loss of control and therefore the profit on sale of the investment in the subsidiary (including the Remeasurement of the retained investment at fair value in accordance with Ind AS 110 "Consolidated Financial Statements") amounting to 45,118 Lakh was credited to the statement of consolidated financial results during the year ended March 31, 2018. Such profit on sale, disclosed under discontinued operations, was based on estimated expenditure withheld by Central Depository Services (India) Limited ("CDSL").

In the year ended March 31, 2019, the amount of expenditure was crystallised and hence excess amount of 511 Lakh was recorded as an additional profit on sale of CDSL during the year ended March 31, 2019 and shown under "Discontinued Operations".

6 (a) In the previous year, the Company had implemented a Voluntary Retirement Scheme for all its eligible employees. Post the closure of the Scheme an expense of 54 Lakh was recognised for the year ended March 31, 2019. The said expenses was considered as an "Exceptional Item".

(b) In the quarter ended December 31,2019, the Company had further divested its 4% stake in its associate company CDSL through offer for sale. The profit on divestment amounting to 3,204 Lakh is reflected as an "Exceptional Item" in the statement of Consolidated Financial Results for the quarter ended December 31, 2019 and the year ended March 31, 2020.

  • 7 As per the assessment of management, there are no lease contracts for which IND AS 116 Leases is required to be applied.
  • 8 (a) Based on the assessment orders received during the period ended December 31, 2018, the Company had written back an amount of 661 Lakh in respect of previous years and the same was netted off from current tax expense for the year ended March 31, 2019. Further, interest on Income Tax refund, as allowed in the assessments, of 218 Lakh, 18 Lakh and 785 Lakh has been included in "Other Income" for the quarter ended March 31, 2019, year ended March 31, 2020 and year ended March 31, 2019 respectively.

(b) A Taxation Laws (Amendment) Ordinance, 2019 ("Ordinance") on September 20, 2019 has amended the Income Tax Act, 1961 and Finance (No. 2) Act, 2019, by which the option has been provided for the lower tax regime without any incentives for the domestic companies. Under the revised tax regime, accumulated Minimum Alternate Tax (MAT) credit is not allowed. Considering the substantial accumulated MAT credit, the holding company and certain subsidiaries have assessed that it is beneficial not to opt for the option of availing revised income tax rate for certain period of time. The tax liability for the current period has been accordingly calculated. For the remaining subsidiaries the tax liability has been made, applying the revised tax rate.

(c) The Company has been creating deferred tax liability in its consolidated financial statements on undistributed profits of Central Depository Services (India) Limited to the extent of its investment in the associate (24%). During the quarter ended Deceember 31, 2019, the company sold 4% of its stake in CDSL, due to which dividend distribution tax will no longer be payable in future to the extent of 4% and hence deferred tax liability has been reversed to the extent of 151 Lakh for the quarter ended December 31, 2019 and year ended March 31, 2020.

9 The Company has opted for the Sabka Vishwas (Legacy Dispute Resolution) scheme, 2019 for the settlement of service tax matter of earlier years. Accordingly, an amount of 4 Lakh, 362 Lakh and 366 Lakh was paid under the said scheme, which was charged to the profit and loss account for the quarter ended March 31, 2020, quarter ended December 31, 2019 and year ended March 31, 2020 respectively.

  • 10 The Company had earlier received observations from SEBI in respect of inspection conducted for the period 2005 2017, in which the Company was asked to plough back certain amount to Investors' Services Fund ("ISF") and BSE Investors Protection Fund Trust ("IPF") against expenses charged in the earlier years to these funds. On the basis of response submitted by the Company, SEBI concluded and instructed the Company in March 2020 to plough back an amount of 1,037 Lakh along with interest to the said funds. Consequently, an expense of 1,385 Lakh has been charged to the profit and loss account for the quarter and year ended March 31, 2020. For the said matter, a further charge of 476 lakh has also been recognized for the subsequent period. Accordingly, an amount aggregating to 1,861 lakh has been disclosed as "Provision for Additional Contribution to ISF and IPF".
  • 11 The Company and its provident fund trust has an investment of 1,700 Lakh and 353 Lakh (including interest of 72 Lakh) respectively in secured Non-convertible Debentures of IL&FS Group. Considering the status of IL&FS Group Companies, a provision of 265 Lakh, 265 Lakh, 250 Lakh, 798 Lakh and 1,254 Lakh has been made during the quarter ended March 31, 2020, quarter ended December 31, 2019, quarter ended March 31, 2019, year ended March 31, 2020 and year ended March 31, 2019 respectively.
  • 12 As approved by the Directors and Shareholders, the company had implemented a scheme of buyback ("the scheme") in the current quarter. The buyback opened on August 30, 2019 and closed on September 16, 2019 and the Company bought back 67,64,705 equity shares at 680 per share resulting in cash outflow of 46,000 Lakh (excluding expenses towards buyback). As provided in the scheme, an amount of 22,526 Lakh was utilized from Securities Premium Account, 23,338 Lakh was utilized from General Reserve and Share capital is reduced by 136 Lakh. Further, Capital Redemption Reserve of 136 Lakh (representing the nominal value of the shares bought back and extinguished) has been created from balance in Retained earnings as per the requirements of the Companies Act, 2013.
  • 13 Interoperability among clearing corporations was implemented from June 2019. After implementation of interoperability, the members have the option to choose the clearing corporation to clear their trades. Based on their selection, the trades of BSE are cleared by respective clearing corporations.

As per the requirement arising out of August 27, 2014 SEBI Circular on CIR\ MRD \DRMNP \25\2014, for contribution by exchange to Core SGF, BSE needs to contribute to Core SGFs of all the Clearing corporations through which its trades are cleared.

BSE has already contributed 15,072 Lakh to Indian Clearing Corporation Ltd., which is in excess by 12,388 Lakh as compared to the requirement, as of March 31, 2020, of the above mentioned circular relating to Core SGF. Based on the transactions executed on BSE and which are cleared by other Clearing Corporations, requirement of Core SGF is 1,264 Lakh as on March 31, 2020. The Board of the Company has decided to represent SEBI for allowing to utilize the excess contribution by BSE lying with Indian Clearing Corporation Ltd. to be adjusted with the said contribution to the other clearing corporations. requirement.

The Clearing Corporations have also represented to SEBI that the contribution by exchanges towards Core SGF of clearing corporations may be allowed to be contributed in the form of Bank Fixed Deposit / Government Securities. The Company is awaiting clarification from SEBI in this regard.

In view of the above, no contribution has been made to other clearing corporations and the Company has not taken any charge for the contribution to Core SGF in the current year's statement of profit and loss. The Management has also assessed that there is no impact on their operations with clearing corporations due to no payment of contribution to Core SGF to them.

14 The novel coronavirus (COVID-19) pandemic continues to spread rapidly across the globe including India. On March 11, 2020, the COVID-19 outbreak was declared a global pandemic by the World Health Organization. The Indian government had announced countrywide lockdown which is continued at present.

In this nation-wide lock-down period, though all the services across the nation were suspended, some essential services establishments including securities market participants could operate and were exempted from the lock-down.

The management has assessed the potential impact of the COVID-19 on the Company. Based on the current assessment, the management is of the view that impact of COVID-19 on the operations of the Company and the carrying value of its assets and liabilities is not likely to be material.

  • 15 The figures for the quarter ended March 31, 2020 are arrived at as difference between audited figures in respect of the full financial year for the year ended March 31, 2020 and the reviewed figures upto nine months period ended December 31, 2019.
  • 16 The Board of Directors of the Company at its meeting held on May 21, 2020 have recommended a payment of dividend of 17/ per equity share of 2/- each. The proposal is subject to the approval of shareholders at the ensuing Annual General Meeting.
  • 17 Previous quarter's / year's figures have been regrouped / reclassified and rearranged wherever necessary to correspond with the current quarter's / year's classification / disclosure.

endedendedendedendedMarchMarchDecemberMarch31, 202031, 202031, 201931, 2019AuditedUnauditedAuditedAudited37,8639.9539.3159.764Revenue from operationsProfit before tax4810,0095,06817,52215917,367Profit for the period9.8504,385Note: The audited financial results of BSE Limited for the above mentioned period are available on our website,www.bseindia.com and on the stock exchange website www.nseindia.com. The information above has been extracted from theaudited standalone financial results for the quarter and year ended March 31, 2020.For and on behalf of Board of Directors ofBSE LIMITEDAshishkumar ChauhanManaging Director & CEO PARTICULARS Quarter Quarter Quarter Year Year
Mumbai, May 21, 2020 ended
March
31, 2019
Audited
37,976
21,850
20,105
MUMRA

i.

A CHARGED ACCOUNTER