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DIRECTOR'S REPORT

BSE Ltd.

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Market Cap. (₹) 3178.81 Cr. P/BV 0.95 Book Value (₹) 643.03
52 Week High/Low (₹) 881/535 FV/ML 2/1 P/E(X) 15.95
Bookclosure 28/06/2019 EPS (₹) 38.48 Div Yield (%) 4.89
Year End :2018-03 

To the Members,

The Directors present the Thirteenth Annual Report of BSE Limited (“the Company”) along with the audited financial statements for the Financial Year (FY) ended March 31,2018.

FINANCIAL SUMMARY/ HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS

The financial performance of the Company for the year ended March 31,2018 is summarized below:

                                                                                                                                              (Rs, in Lakh)

 

Standalone

Consolidated

PARTICULARS

FY 2017-18

FY 2016-17

FY 2017-18

FY 2016-17

 

(FY18)

(FY17)

(FY18)

(FY17)

Total Revenue

65,107

55,099

69,892

61,828

Total Expenses

35,254

35,137

42,346

40,939

Profit before exceptional items & tax

29,853

19,962

27,546

20,889

Exceptional items

31,556

364

(260)

(2,079)

Profit before tax and share of net profits of investments accounted

61,409

20,326

27,286

18,810

for using equity method

       

Share of net profits of investments accounted for using equity method

-

-

1,990

107

Profit before tax

61,409

20,326

29,276

18,917

Tax Expenses

5,014

462

5,545

1,066

Net Profit for the year from continuing operation

56,395

19,864

23,731

17,851

Net Profit for the year from discontinued operation

-

-

48,722

8,658

Net Profit for the year from total operation

56,395

19,864

72,453

26,509

Net Profit attributable to the shareholders of the Company

56,395

19,864

71,128

22,057

Net Profit attributable to the non-controlling interest

-

-

1,325

4,452

Other comprehensive income

(68)

(12)

13

(642)

Total comprehensive income for the year from total operation

56,327

19,852

72,466

25,867

Total comprehensive income attributable to the shareholders of the Company

56,327

19,852

71,141

21,431

Total comprehensive income attributable to the non-controlling interest

-

-

1,325

4,436

Basic and diluted EPS before exceptional items (T) - Continuing Operations

45.51

34.40

43.82

35.19

Basic and diluted EPS after exceptional item (Rs,) - Continuing Operations

103.40

36.39

43.51

32.70

Basic and diluted EPS after exceptional item (Rs,) - Total Operations

103.40

36.39

130.41

40.41

COMPANY PERFORMANCE

Consolidated Results

The total income of the Company during FY 2017-18 on a consolidated basis was Rs, 69,892 Lakh reflecting an increase of Rs, 8,064 Lakh (13%) over previous Financial Year. The total expenses for the year were higher by Rs, 1,407 Lakh (3%) at Rs, 42,346 Lakh.

During FY 2017-18, the income was higher mainly due to increase in Transaction Charges (up by 29%) and Listing Fees (up by 29%) earned by the Company. Increase in expenses are mainly due to increase in Computer Technology Related Expenses (up by 15%), Regulatory and CSR related expenses (up by 34%) and Building repairs & maintenance expenses (up by 107%).

The Company partially divested its stake to 24% from 50.05% in Central Depository Services (India) Limited (“CDSL”), an erstwhile subsidiary company, on June 29, 2017. The divestment has 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 has been credited to the statement of consolidated financial results during the year ended March 31, 2018. The residual equity stake retained in CDSL is now considered as an investment in an associate.

The net profit after tax from all operations was higher by ' 45,944 Lakh (up by 173%) to ' 72,453 Lakh as against ' 26,509 Lakh in the previous Financial Year and Net Profit attributable to the shareholder of the Company for the Financial Year was higher by ' 49,071 Lakh (up by 222%) to ' 71,128 Lakh as against ' 22,057 Lakh in the previous Financial Year.

Standalone Results

The total income of the Company during the Financial Year 2017-18 on a standalone basis was ' 65,107 Lakh reflecting an increase of ' 10,008 Lakh (up by 18%) over previous Financial Year. The total expenses for the year were marginally higher by ' 117 Lakh at ' 35,254 Lakh.

During the Financial Year, the income was higher mainly due to increase in transaction charges (up by 29%) and Listing Fees (up by 28%) earned by the Company. Increase in expenses are mainly due to increase in Computer Technology Related Expenses (up by 8%), Regulatory and CSR related expenses (up by 25%) and Building repairs & maintenance expenses (up by 107%).

The Company has partially divested its stake in CDSL, an erstwhile subsidiary company, on June 29, 2017. The profit on divestment amounting to Rs, 31,603 Lakh is reflected as an “Exceptional Item” in the Statement of Standalone Financial Results during the year ended March 31, 2018.

The net profit after tax was higher by Rs, 36,531 Lakh (up by 184%) to Rs, 56,395 Lakh as against Rs, 19,864 Lakh in the previous Financial Year.

Buyback of Equity Shares

The Board of Directors of the Company, at its meeting held on January

15, 2018, inter-alia, has approved the buyback of 15,09,090 (Fifteen Lakh Nine Thousand Ninety Only) or more fully paid-up equity shares of face value of Rs, 2/- each from the shareholders/ beneficial owners of the Company, at a price not exceeding Rs, 1,100 (Rupees One Thousand and One Hundred Only) per equity share payable in cash for an aggregate amount not exceeding Rs, 16,600 Lakh, from the open market through stock exchange mechanism excluding transaction costs viz. brokerage, applicable taxes such as securities transaction tax, service tax, stamp duty, etc. This is in accordance with the provisions of the Companies Act, 2013 (the Act), and the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998, and other applicable laws and regulations.

Pursuant to the same, the Company bought back 5,48,640 equity shares upto March 31, 2018, of which 5,02,920 equity shares were extinguished as at March 31, 2018. In line with the requirement of the Companies Act 2013, an amount of Rs, 4,487 Lakh has been utilized from the securities premium account and capital redemption reserve of Rs, 10 Lakh (representing the nominal value of the shares bought back and extinguished) has been created out of retained earnings on account of the buyback of shares.

Appropriations

Dividend

The Board of Directors of the Company, in its meeting held on May 4, 2018, has recommended a final dividend of Rs, 31 per equity share of the face value of Rs, 2/- each fully paid up for the Financial Year ended March 31, 2018 subject to the approval of the shareholders at the Thirteenth Annual General Meeting taking the total dividend for the Financial Year ended March 31, 2018 to Rs, 36 per equity share of the face value of Rs, 2/- each fully paid up after considering the interim dividend of Rs, 5 per equity share of the face value of Rs, 2/- each fully paid up paid in the month of February 2018.

The final dividend, if approved, would result in a cash outflow of approximately Rs, 20,196 Lakh, including corporate dividend distribution tax. The total dividend on equity shares including dividend tax for FY 2017-18 would aggregate to Rs, 23,481 Lakh, resulting in a payout of 95% of the standalone profits of the Company subject to the number of shares bought back by the Company till March 31, 2018.

Under Clause 5.3 of the BSE (Corporatisation and Demutualisation) Scheme, 2005 (the Scheme), the allotment of equity shares to 12 Trading Members of the erstwhile BSE has been kept in abeyance for various reasons as on March 31, 2018. Meanwhile, all corporate benefits including dividend as may be declared by the Company from time to time are being provided for and would be payable on the allotment of these shares.

Transfer to Reserves

The Company does not propose to transfer any amount to the General Reserve out of amount available for appropriations.

BUSINESS PERFORMANCE OVERVIEW

Economic Environment - Global Outlook

The global economy has experienced a cyclical recovery on the back of rebound in investment, manufacturing activity and trade. This economic improvement comes against the framework of benign global financing conditions, largely accommodative policies, rising consumer and business confidence, and firming commodity prices.

Towards the end of CY 2016, global economic activity began to see a modest pickup, which extended into CY 2017. According to the “World Economic Situation and Prospects by United Nations (UN)”, global economic growth was estimated to have reached 3.0% when calculated at market exchange rates, or 3.6% when adjusted for purchasing power parities in 2017— the highest growth rate since CY 2011. All major developed economies experienced a synchronized upturn in growth. Compared to CY 2016, growth strengthened in almost two thirds of countries worldwide in CY 20171.

World industrial production accelerated in tandem with a recovery in global trade that has been predominantly driven by strong import demand from East Asia. In CY 2017, East Asia and South Asia accounted for nearly half of global growth, as both regions continued to expand at a rapid pace. Confidence and economic sentiment indicators have also generally strengthened, especially in developed economies. In developed economies, investment conditions have improved amid stable financial markets, strong credit growth, and a more solid macroeconomic outlook. However, developing economies remained the main drivers of global growth.

At the global level, Gross Domestic Product (GDP) was forecasted to expand at a steady pace of 3% in CY 2018 and CY 2019. The acceleration in GDP growth in CY 2017 from a low of 2.4% in CY 2016, lowest since the ‘2008 financial crisis,' stems predominantly from firmer growth in several developed economies. Cyclical improvements in Argentina, Brazil, Nigeria and the Russian Federation explain roughly a third of the rise in the rate of global growth in CY 2017. The composition of global demand has shifted more towards investment in CY 2017. Gross fixed capital formation accounted for roughly 60% of the acceleration in global economic activity in CY 2017.

Global trade rebounded in CY 2017. The synchronized growth among both developed and developing countries boosted global exports and imports. In CY 2017, world merchandise trade grew at its fastest pace since the ‘2008 financial crisis'. The rebound springs predominantly

1 Source: World Economic Situation and Prospects 2018 by UN from stronger import demand in East Asia, as domestic demand picked up in the region, supported by accommodative policy measures. In several developed economies, imports of capital goods have rebounded, as firms respond to improving conditions for investment. Recent course adjustments in major trade relationships, such as the United Kingdom (UK) decision to withdraw from the European Union (EU) and the United States of America (US) decisions to renegotiate the North American Free Trade Agreement (NAFTA) and to reassess the terms of its other existing trade agreements, have raised concerns over a potential escalation in trade barriers and disputes. An increasingly restrictive trade environment may hinder medium-term growth prospects, given the mutually reinforcing linkages between trade, investment and productivity growth.

Commodity prices play a key role in the economic dynamics of the majority of countries in Africa, South America and Western Asia. Some developed economies such as Australia and Canada, as well as many economies in transition, are also very sensitive to commodity prices. Strong consumption demand is expected from China, the US and India — the world's three largest energy consumers. Crude oil prices (Brent) averaged USD 52.5 per barrel in CY 2017 and expected to average USD 55.4 per barrel in CY 2018. Compared to 2011-2014 period, oil price levels have roughly halved in CY 2017.

Global financial conditions improved in CY 2017, supported by improved outlook in the world economy and expectations for a smooth and gradual monetary policy transition in the US. Furthermore, international bank lending has also shown signs of recovery, while stock markets have registered large gains, not only in developed countries — climbing to record highs in some cases — but also in several emerging economies. The improving global financial and liquidity environment, coupled with the ongoing pickup in global trade, aided the recovery of investment and supporting global growth.

The recovery in capital inflows in emerging economies throughout CY 2017 had been driven by portfolio flows, particularly debt flows. The “search for yield” boosted portfolio flows, which were likely to touch USD 350 billion in CY 2017, after posting only USD 163 billion in CY 2016. Sizeable inflows into emerging markets have led to strong gains in the Emerging Market Bond Index (EMBI) in CY 2017. Bonds issuances also gained momentum in China, Colombia, India, Indonesia, Mexico and Turkey, while issuance of sovereign bonds in crude oil-exporting and low-income countries also increased in CY 2017.

Recent Developments in Key Economies

Growth in the US reached 2.3% in CY 2017 supported by an improvement in business investment. This marks a significant improvement compared to the 1.5% growth recorded in CY 2016. The acceleration largely stems from shifting dynamics in business investment and net trade. While the US's proposed infrastructure plan to support USD 1 trillion in infrastructure investment has not yet gained traction, a recovery in external demand coupled with expectations for stable domestic growth will continue to support moderate investment growth in 2018. Planned cuts to corporate tax may also encourage investment. The growth forecast is expected to expand at a steady pace of 2.9% and 2.7% in CY 2018 and CY 2019 respectively.

In Asia, China's growth is expected to remain solid, underpinned by favourable domestic demand and accommodative fiscal measures. Amid on-going economic rebalancing efforts, growth is expected to moderate at a gradual pace from 6.9% in CY 2017 to 6.6% in CY 2018 and 6.4% in CY 2019. In CY 2017, the Chinese economy expanded at a faster pace compared to the previous year, marking the first acceleration in growth since CY 2010. The stronger than expected growth was in part attributed to the implementation of fiscal policy stimulus measures, including higher infrastructure spending. Private consumption remained the main driver of growth, as reflected in the continued strong increase in sales of consumer goods in CY 2017. Looking ahead, household spending in China was expected to remain robust, supported by healthy wage growth, rising disposable income and steady job creation.

Economic growth in Japan accelerated to unexpectedly high levels in CY 2017, with GDP growth reached an estimated 1.7%. The robust economic growth was prompted by the continuously accommodative macroeconomic policy stance, and was led by a rapid expansion of domestic demand. Steady external demand growth from Asia and North America also contributed to the growth. The present momentum is expected to taper off in CY 2018 and CY 2019, as the impact from fiscal stimulus measures ease, with GDP forecast to grow by 1.2% in CY 2018 and 0.9% in CY 2019.

Economic activity in Europe remained robust, with real GDP growth forecast to reach 2.4% in CY 2018, up from 2.3% in CY 2017. The European Central Bank (ECB) decision to taper the pace of its asset purchases and eventually cease expansion of its balance sheet will have some dampening effect, contributing to a slight downturn in growth projections to 2.0% in CY 2019. This overall solid aggregate growth trajectory in Europe encompasses several economies with markedly higher growth rates. For instance, economic growth in the EU members from Eastern Europe and the Baltic States continued to outpace the EU average, thanks to capital accumulation and productivity gains. The aggregate GDP of these group known as EU-13 countries expanded by 4.2% in CY 2017 and is estimated to expand by 3.6% in CY 2018 and 3.5% in CY 2019. The expansion in the EU-13 in CY 2017 has been largely driven by the robust export performance of the manufacturing sector in Eastern Europe, and also a recovery of investment following the earlier slump in CY 2015 and CY 2016 that was related to the interval between EU funding cycles.

In the UK, growth is expected to decelerate to 1.6% and 1.5% in CY 2018 and CY 2019 respectively, as the economy will face increasing pressure from the effects of the decision to leave the EU. The weaker pound sterling has contributed to the rise in import cost pressures while taming domestic demand in the UK. At the same time, business investment is suffering from significant uncertainty regarding the future framework for the economic relations of the UK with the EU and the rest of the world.

In CY 2017, African economies expanded by 2.6%, following growth of 1.7% in CY 2016. The recovery was supported by economic improvement in large crude oil exporting economies such as Angola and Nigeria, and by Morocco where the agricultural sector recovered from a devastating drought in CY 2016. Africa's economic growth is projected to grow at 3.5% in CY 2018 and 3.7% in CY 2019. The projected modest improvement in growth is underpinned by strengthening external demand and a moderate increase in commodity prices.

India Economic Environment

Economic performance in Financial Year (“FY”) 2017-18

In India, growth of GDP moderated in FY 2017-18 as compared to FY 2016-17 owing to businesses' adjustment to the newly introduced Goods and Services Tax (GST). Fiscal trends remained attuned to the consolidation plans and inflation remained within the comfort levels. There was increase in global confidence in Indian economy as well as an improvement in ease of doing business ranking in the year. Several economic reforms were undertaken during the year that include implementation of GST, Public Sector Undertaking (PSU) bank recapitalization program, infrastructure status to affordable housing thereby giving a fillip to infrastructure development, larger allocation of funds for highway construction and added focus on coastal connectivity. Apart from these reforms, other initiatives to boost the country's economy include lower income tax for companies with annual turnover upto Rs, 50 Crore; allowing carry-forward of MAT credit upto a period of 15 years instead of 10 years at present; additional measures to improve the ease of doing business ranking; and thrust to digital economy.

According to provisional estimates of Annual National Income FY 2017-18 released by the Central Statistics Office (CSO), Ministry of Statistics and Programme Implementation, India continued its economic growth in the fourth quarter of FY 2017-18, growing at 7.7% on an annualized basis, underlining its position as the world's fastest growing major economy. India's economy expanded at its fastest pace since December 2016 as government spending continues to drive the recovery. Rapid growth in agriculture (4.5%), manufacturing (9.1%) and construction sectors (11.5%) in the Financial Year contributed to the overall growth.

In FY 2017-18 India's GDP grew by an estimated 6.7% in FY 201718 as compared to the growth rate of 7.1% in FY 2016-17. Further, GDP at constant (2011-12) prices for FY 2017-18 is estimated at Rs, 130.11 Lakh Crore, as against Rs, 121.96 Lakh Crore for FY 201617. In FY 2017-18, India's GDP growth displayed a steady growth, rebounding to 7.7%, 7.0% and 6.3% in the fourth, third and second quarter respectively from 5.5% in the first quarter after initial hiccups associated with the roll-out of the GST.

Real Gross Value Added (GVA) i.e., GVA at basic constant (2011-12) prices for the year FY 2017-18 estimated at ' 119.76 Lakh Crores showing a growth rate of 6.5% over the year 2016-17 of Rs, 112.48 Lakh Crore. The sectors which registered growth rate of over 7.0% are Rs,public administration, defense and other services' (10.0%), ‘trade, hotels, transport, communication and services related to broadcasting' (8.0%), and ‘electricity, gas, water supply & other utility services (7.2%)'. The growth in the ‘agriculture, forestry and fishing', ‘mining & quarrying', ‘manufacturing', ‘construction', and ‘financial, real estate and professional services' estimated to be 3.4%, 2.9%, 5.7%, 5.7% and 6.6%, respectively.

According to the provisional estimates, agriculture, forestry and fishing sector grew at a rate of 3.4% in its GVA in FY 2017-18, as against the previous year's growth rate of 6.3%. Similarly, growth in the mining and quarrying sector estimated to be 2.9% in FY 2017-18 as compared to growth of 13% in the previous year. The key indicators of mining sector, namely, production of coal, crude oil and natural gas registered growth rates of 2.5%, -0.9% and 3.4% respectively in FY 2017-18 as compared to 2.3%, -3.2% and -3.3% during the same period in FY 2016-17. IIP mining grew by 2.3% in FY 2017-18 as against 5.3% in the same period in FY 2016-17.

The growth in GVA at basic prices for FY 2017-18 from ‘manufacturing’ sector is estimated to be 5.7% as compared to growth of 7.9% in FY 2016-17. The private corporate sector growth (having a share of around 70% in the manufacturing sector) was at 9.0% at current prices in FY 2017-18. Growth in GVA at basic prices for FY 2017-18 from ‘Electricity, gas, water supply and other utility services' sector was estimated at 7.2% as compared 9.2% in FY 2016-17. The key indicator of this sector, namely, IIP of Electricity registered a growth rate of 5.4% in FY 2017-18 as compared to growth of 6.3% during the same period in FY 2016-17.

In FY 2017-18, the growth of construction sector was estimated at 5.7% as compared to growth of 1.3% in FY 2016-17. Key indicators of construction sector, i.e. the production of cement and consumption of finished steel registered growth rates of 6.3% and 7.8% respectively, in FY 2017-18 as compared to -1.2% and 3.1% respectively during the same period in FY 2016-17.

Growth in services relating to trade, hotels, transport, communication and broadcasting was estimated at 8.0% in FY 2017-18 as compared to growth of 7.2% in FY 2016-17. With introduction of GST, sales tax data is now subsumed under GST. Therefore, a comparable estimate of turnover based on sales tax has been estimated. Growth in financial, insurance, real estate and professional services was estimated at 6.6% in FY 2017-18 as compared to 6.0% in FY 2016 17. Finally growth in public administration, defense and other services was estimated at 10.0% in FY 2017-18 as compared to 10.7% in FY 2016-17.

Gross Fixed Capital Formation (GFCF) at current prices was estimated at Rs, 47.79 Lakh Crore in FY 2017-18 as against Rs, 43.52 Lakh Crore in FY 2016-17. In terms of GDP, the rates of GFCF at current and constant (2011-12) prices during FY 2017-18 are estimated at 28.5% and 31.4% respectively, as against the corresponding rates of 28.5% and 31.1% respectively in FY 2016-17. The GFCF expected to register growth rate of 9.7% at current prices and 7.6% at constant prices for FY 2017-18.

Controlling inflation has been a priority area for the Government. According to the Economic Survey for FY 2017-18, Consumer Price Index (CPI) based headline inflation, factored in by the Reserve Bank of India (RBI) while arriving at its bi-monthly monetary policy, averaged 3.3% during the period, which “is the lowest” in the last six Financial Years. As per the economic survey, headline inflation has been below 4% for 12 straight months from November 2016 to October 2017. The survey noted that the economy has “witnessed a gradual transition” from a period of high and variable inflation to more stable prices in the last four years.

According to the RBI, the Banking Stability Indicator (BSI) shows that the risks to the banking sector remain at an elevated level weighed down by further asset quality deterioration. Credit growth of Scheduled Commercial Banks (SCBs) showed an improvement between March and September 2017, while Public Sector Banks (PSBs) continued to lag behind their private sector peer. The Gross Non-Performing Advances (GNPA) ratio of SCBs increased from 9.6% to 10.2% between March and September 2017, and estimated to reach 10.8% by March 2018 and further to 11.1% by September 2018, according to RBI's Financial Stability Report. The NPA ratio, which averaged around 11-12% in the first three quarters of FY 2017-18, increased to almost 13.5% in the fourth quarter, thereby making banks to scale up provisioning and write-off bad debts from their balance sheet. However, RBI believes that stress in the banking sector may be bottoming out. The report also stated that credit growth of scheduled commercial banks has shown an improvement by growing at 10.32% (Y-o-Y) for the fortnight ended March 30, 2018.

The GDP growth at 7.7% in Q4 FY 2017-18 displayed strong signs of growth and revival of economic activity. GVA increased by 7.6% at constant prices in Q4 compared to 6.6% in Q3. Much of the growth was due to government expenditure—the “public administration, defense and other services” sector. The government's push to growth was also seen in the GDP figures on the expenditure side, with Government Final Consumption Expenditure going up by a massive 16.8% (Y-o-Y). The stand out numbers in the Q4 GVA numbers is that the “Trade, hotels, transport and communication etc.” sector and the “financial, real estate and professional services” sector both saw lower growth in the Q4, despite a favorable base effect. The good news is industrial sector, which is at long last seeing a recovery, with growth in manufacturing, mining, and electricity and other utilities picking up. This is buttressed by the expenditure side figures for gross capital formation, which show a jump in growth to 14.4% (Y-o-Y). Investment demand is growing rapidly, although a large chunk of that is driven by government spending.

Though the situation has shown improvement since the first quarter of FY 2017-18, the overall investment climate remains challenging. The positive signals of improvement - ‘the decline in number and cost of stalled projects, ‘the efforts to improve the quality of government expenditure', ‘ease of doing business ranking', ‘India's sovereign rating upgrade by Moody's' and the ‘bank recapitalization announcement' are expected to provide impetus to investment sentiments in the coming years.

Economic Prospects for FY 2018-19

Stable macro-economic indicators, structural reforms, improving business climate, thrust on infrastructure development, and liberal FDI regime have resulted in high foreign capital inflows and provided the needed impetus to make India a favored investment destination. India's GDP is expected to rise to 7.4% in FY 2018-19, 7.8% in both FY 2019-20 and FY 2020-21, cementing its place as the world's fastest growing major economy2. Implementation of GST is expected to positively contribute to economic activity and fiscal sustainability by reducing the cost of complying with multiple state tax systems and expanding the tax base by bringing more informal activity into the formal sector. India continues to move towards the path of macroeconomic stability, as evidenced by the improving inflation and fiscal deficit. Retail inflation averaged at 3.4% for the FY 2018 period, lower than 4.5% for the same period last year.

The economic reforms undertaken in FY 2017-18 expected to strengthen growth momentum. Going ahead, growth in India is projected to continue at a steady pace and expected to hover over 7%. A pickup in growth is expected in FY 2018-19, primarily due to restructured bank balance sheets and efficiency gains from the new tax regime. According to the Organization for Economic Co-operation and Development (OECD), the GDP growth of India is expected to average about 7.3% between FY 2018-19 and FY 2022-23, from 6.8% average registered for the period from FY 2011-12 to FY 2015-16, due to structural reforms. Economic growth is expected to draw support from the steady expansion of private consumption and investments following foreign ownership liberalization in some industries. Increase in planned government spending is expected to further boost the economic growth rate. However, increase in NPAs of banks and contingent liability may dampen the growth.

The proportion of government spending to GDP, which stands at 11% for FY 2017-18, may increase in the coming years in light of the planned fiscal expansion. The public investment share is expected to mirror the trend. In FY 2018-19, the sectors, which are likely to register growth rate of over 7% are ‘public administration, defense and other services', trade, hotels, transport, communication and services related to broadcasting', ‘electricity, gas, water supply and other utility services' and ‘financial, real estate and professional services'. The growth in the ‘agriculture, forestry and fishing', ‘mining and quarrying', ‘manufacturing', and ‘construction' is estimated to be 3%, 3%, 5.1% and 4.3% respectively.

In the long run, the GST is expected to boost corporate investment, productivity and growth by creating a single market and reducing the cost of capital equipment. Indicators of rural consumption, such as two-wheelers sales, have bounced-back, also aided by higher crop production and higher rural wages. Increase in wages, pensions and various allowances for public servants would also boost private consumption, especially in urban areas. Investment will be further supported by the plan to recapitalize public banks.

With GDP growth of 6.3% in the Q2 FY 2017-18, which was an uptick after five consecutive quarters of declining growth, and GDP growth of 7.0% and 7.7% for Q3 and Q4 respectively thereafter, exports surging to a six year high of 9.8% (Y-o-Y) in March 2018, all time high forex reserves of more than USD 400 billion and sharp jump in FDI inflows during FY 2017-18 indicates structural drivers of the Indian economy remain strong going forward. Strong growth in the industrial economies coupled with measures to improve the ease of doing business will help exports grow at a faster pace in FY 2018-19. Government's efforts and measures to liberalize foreign ownership caps and improving country's competitiveness is expected to foster a conducive climate for investment in India.

CAPITAL MARKETS

Overview

BSE is the world's fastest Stock Exchange and the largest stock exchange in terms of number of companies listed. As of March 31, 2018, BSE was ranked #2 in currency options traded, #4 in currency futures traded, and #9 by market capitalization among global stock exchanges.

Primary Market

The total number of companies listed on BSE as on March 31, 2018 was 5,619 as compared to 5,834 as on March 31, 2017.

During FY 2017-18, 40 companies tapped the capital market through the IPO process to get listed on the Mainboard of BSE. The amount raised through Mainboard IPOs in FY 2017-18 was Rs, 75,796.52 Crore as against Rs, 27,156.56 Crore in FY 2016-17.

In addition to 40 IPOs on the Mainboard, another 60 companies raised Rs, 700.32 Crores through the Small and Medium-sized Enterprises (“SME”) IPO process in FY 2017-18. Further, one SME listed company raised Rs, 12.60 Crore through FPO. During FY 2017-18, 2 initial public Issues of Infrastructure Investment Trusts (InvITs) came to the market and raised Rs, 7,282.85 Crore.

The total amount mobilized through Privately Placed Debt Instruments (“PPDI”) at BSE in FY 2017-18 was Rs, 4,28,312 Crore as against Rs, 4,20,995 Crore in FY 2016-17. During FY 2017-18, there were 8 public issues of bonds, which mobilized Rs, 5,172.56 Crore as against Rs, 29,547.15 Crore in the FY 2016-17. Out of these 8 public issues, 5 issues (63%) were exclusively listed on BSE and the average bids garnered through BSE's Internet based Book Building software (“iBBS”) platform for these debt public issuances was 97%.

BSE BOND - Electronic Book Platform for bidding of debt securities issued on private placement was made live effective from July 1, 2016 as per the guidelines of SEBI circular CIR/IMD/DF1/48/2016 dated April 21, 2016. The BSE BOND platform has been a preferred choice for companies to raise Debt Capital in India. In FY 2017-18, 82 issuers with 530 issues of bonds have successfully raised Rs, 2,08,906 Crore using BSE BOND platform.

Mutual Fund Segment

BSE StAR MF platform has become the largest mutual fund distribution Infrastructure with more than 25% of market share in New Inflows in mutual funds Industry. In Financial Year 2017-18, BSE StAR MF processed over 1.75 Crore transactions amounting to Rs, 1,18,112 Crore. The BSE StAR MF exchange Infrastructure is predominantly catering to retail category of mutual funds Industry i.e. 99.73% in terms of transactions and over 76% in terms of value of transactions.

BSE StAR MF is now adding over 1,000 members per month and has more than 200,000 Independent Financial Advisors (IFAs), brokers, broker branches and associates on its Network in over 3,000 cities and towns across India. Almost all the top distributors of mutual funds are part of BSE StAR MF family now.

37 AMCs accounting for more than 99.99 % of total assets under management in Indian Mutual Fund Industry have agreed to pay a service charge per transaction processed at BSE's MF platform and this will allow BSE additional resources to provide even better services to all investors in mutual funds bringing further automation and certainty to the mutual funds investment process in India.

Innovations and unique features of BSE StAR MF 0 The technology Infrastructure created a super highway, which has eliminated the barrier to expand mutual funds distribution for traditional distributors as well as new age e-commerce Network of 2,00,000 IFAs, brokers, broker branches and associates on its network in over 3,000 towns across India.

- Only Infrastructure in Indian Mutual Funds Industry that supports all modes and type such as: Regular as well as Direct mutual funds schemes, Demat as well as Non demat mode of holding of mutual funds units, Funds and Mutual Funds units Settlement via Broker Pool (Mutual Funds Intermediary (MFI)) as well as Direct with Investors for Mutual Funds Distributors (MFD)/ Registered Investment Advisers (RIA).

- 24X7 order acceptance is available on BSE StAR MF Platform, along with continuous settlement of orders.

- Overnight Investment framework facilitates BSE StAR MF Registered Investors:

-    To route idle monies as overnight investments, monies can be invested even for a single day i.e. overnight.

-    Subscription and redemption can happen simultaneously on the same day.

- Only Infrastructure in India that supports 4 modes via Systematic Investment Plan (“SIPs”), which can be initiated as under:

-    Paperless SIP: Wherein the link for payment is created for 1st Instalments as well as subsequent Instalments, only available with BSE.

-    X-SIP/ National Automated Clearing House (“NACH”) based SIP Facility: Under this product, a single mandate can be used for investing in SIPs across all schemes and all Asset Management Companies (“AMCs”) registered with StAR MF. The SIP administration and the cost of administration is borne by BSE and the money is debited to the client's bank account directly instead of debiting the member pool account.

-    X-SIP Facility with First order today flexibility:

Enabling BSE StAR MF members to start SIP within couple of minutes instead of waiting for a month.

-    Paperless Internet based SIP (“ISIP”), wherein BSE is Biller in leading banks of India, Single ISIP Mandates can be used across all schemes of different AMCs, with “First order today” flexibility. This facility is available only on BSE.

-    Paperless E-mandate based SIP, wherein the NACH paper based mandate has been replaced by digital aadhaar authentication based e-mandate. This has drastically reduced the time for mandate approval from 35 days to 3 days.

- Any day Systematic Transfer Plan (“STP”) and Systematic Switch Plan (“SWP”), with First order today facility.

- 10 day order holding facility.

- Completely digital and real time onboarding of investors.

- Connectivity: Multi mode platform access;

-    Web - browser with CO-BRANDING facility,

-    APIs over leased lines,

-    WEB Services - APIs over internet.

-    Multi-ARN facility, useful when settlement of trades can be done for other AMFI registration no. (“ARNs”) of same group company or otherwise, only available on BSE.

Municipal Bonds and Green Bonds

BSE has been a leader in listing Municipal Bonds post the revised SEBI guidelines on Municipal Bonds issued in 2015. Pune Municipal Corporation and Greater Hyderabad Municipal Corporation raised ' 200 Crore each post the revised guidelines and listing for these municipal bonds was exclusively on BSE. BSE is also the first exchange to list Green Bonds. The first Green Bonds issued pursuant to SEBI's guidelines are listed exclusively on BSE Limited. BSE is also a member of Indian Green Bonds Council.

Sovereign Gold Bonds

BSE got permission from RBI and SEBI for acting as a Receiving Office for the Sovereign Gold Bond (“SGB”) Scheme. Three tranches of SGB aggregation to RBI were carried by banks and post offices. From fourth tranche onwards, Stock Exchanges are allowed to act as a receiving office. In this receiving office role, BSE role would be limited to aggregation of applications and transfer of funds.

Please find below table on SGB bids received on BSE in the respective Tranches.

Tranche

Total No. of Members

Total No. of Bids

Volume in Kgs.

Value in ' Crores

8th

132

4,779

112

33

9th

137

3,811

116

32

10th

44

1,455

35

10

11th

62

2,624

36

11

12th

35

752

12

3

13th

31

691

28

8

14th

17

711

13

4

15th

18

409

16

5

16th

18

300

8

2

17th

22

371

22

7

18th

20

239

5

2

19th

24

290

6

2

20th

25

350

11

3

21st

58

771

36

10

 

Secondary Market Equity Cash Segment (“ECM”)

The S&P BSE SENSEX ended FY 2017-18 at 32,969 compared to 29,621 at year end of FY 2016-17, an increase of 11.3% over the year which has been one of the factors for increased trading volumes this year. The average daily value of equity turnover on BSE in FY 2017-18 was ' 4,402 Crore, a y-o-y increase of about 9.37% from ' 4,025 Crore in FY 2016-17.

Equity Derivatives Segment (“EDX”)

In EDX, the daily average volume was 182 contracts per day in FY 2017-18 as compared to 498 contracts in FY 2016-17. BSE has decided to discontinue its Liquidity Enhancement Incentive Programme Scheme (“LEIPS”) that has been running for the past few years.

Currency Derivatives Segment (“CDX”)

In CDX, the Company's market share increased to 46.3% in FY 2017-18 from 38.09% in FY 2016-17. Members' participation in this segment increased to 361 (21 Banks and 340 Members) during FY 2017-18, compared to 332 (16 Banks and 316 Members) in FY 2016-17. Open Interest market share for FY 2017-18 is 21.34% as compared to 21.93% for FY 2016-17.

Interest Rate Derivatives (“IRD”)

During FY 2017-18, the Company's market share in IRD increased to 41.06% from 29.2% in FY 2016-17. Members' participation increased to 115 (8 Banks, 4 Primary Dealers & 103 Members) in 2017-18 from 104 (8 Banks, 4 Primary Dealers & 92 Members) in FY 2016-17.

BSE SME Platform

The framework for SME Platforms to serve small and medium-sized enterprises on stock exchanges was established by SEBI vide its circular dated May 18, 2010. The BSE SME platform received the final approval of SEBI on September 27, 2011. BSE SME IPO Index was launched on December 14, 2012 with 100 as the base.

On March 28, 2018 the value of this index reached 1,854.24. Additionally, the total market capitalization of all the 235 companies listed on BSE SME Platform reached ' 22,115.74 Crore. During FY 2017-18, the SME platform continued to be a front-runner with a market share of over 65%.

During FY 2017-18, 60 companies raised ' 700.32 Crore from the market and 1 company raised ' 12.60 Crore from the market through FPO. Therefore in FY 2017-18, Total Funds raised were of the order of ' 712.92

Migration to Main Board

BSE issued a circular on November 26, 2012 stating that companies have to be mandatorily listed and traded on the SME Platform for a minimum period of two years for them to migrate on to the Main Board as per SEBI guidelines.

During FY 2017-18, 21 BSE SME companies have migrated to the BSE Main Board.

BSE SME has received the “Change Agent” award from SP Jain Institute of Management & Research.

Debt Market Segment (“DMS”)

BSE witnessed reporting of Over the Counter (“OTC”) trades in

Corporate Bonds on New Debt Segment-Reporting, Settlement and Trading (NDS-RST) platform worth Rs, 4,79,350 Crore in FY 2017-18 as against Rs, 2,88,372 Crore in FY 2016-17, marking an increase of 66%. In case of Statutory Liquidity Ratio (“SLR”) securities i.e. Government Securities and Treasury Bills, trades worth Rs, 2,07,372 Crore were reported on ICDM in the current year as against Rs, 2,00,469 Crore in FY 2016-17.

Trading in Non-Convertible Debentures (“NCDs”) and Bonds on ‘FRs, group on BOLT BSERs,s equity platform saw volume of Rs, 2,971 Crore in FY 2017-18 as against Rs, 4,770 Crore in FY 2016-17. BSE has retained a market share of over 57.7% in the retail trading of Corporate Bonds in FY 2017-18.

The settlement volume for corporate bonds witnessed business of Rs, 2,10,037 Crore in FY 2017-18 as against Rs, 1,16,030 Crore in FY 2016-17, which is an increase of over 81%.

As of March 31, 2018, 135 Trading Members and Institutional Members were registered on BSE NDS (New Debt Segment).

ebidXchange - Auction of FPI limits for debt

The ebidXchange platform pioneered the auction of multiple products

- Infrastructure Bonds, Corporate Bonds and Government Securities. During FY 2017-18, BSE conducted 12 auction sessions, all of which were conducted seamlessly and received positive response from market participants. The total cumulative amount bid in these 12 auctions was Rs, 2,14,804 Crore.

Exchange Traded Funds (“ETF”)

As on March 31, 2018, BSE had 54 ETFs listed compared with 50 as on March 31, 2017. During FY 2017-18, the average daily turnover in ETF increased by 57% to Rs, 61.44 Crore from Rs, 39.05 Crore in FY 2016-17.

Offer for Sale (“OFS”) & Offer to Buy (“OTB”)

Offer for Sale (OFS) is a secondary market mechanism used by existing listed companies wherein existing shareholders tender their shares to public investors on stock exchanges' trading window. During FY 2017-18, there were 29 OFS issues out of which BSE was appointed as the Designated Stock Exchange in 26 issues (90%). Out of the 26 OFS issues, 12 issues were conducted exclusively on the BSE platform, the total amount raised through OFS issues was more than Rs, 10,000 Crore.

Similarly Offer to Buy (OTB) is also a secondary market mechanism wherein existing shareholders tender their shares on trading window to the Company in case of Buy-back, acquirer in case of Take Over or to the promoter in case of Delisting of securities. During FY 2017-18, there were 109 such OTB issues, of which BSE was appointed as the Designated Stock Exchange in 107 issues (98%). Out of the 107 OTB issues, 103 issues were conducted exclusively on BSE platform, the total subscription through OTB issues was more than Rs, 66,000 Crore.

Securities Lending & Borrowing (“SLB”)

ICCL acts as an Approved Intermediary under the SEBI Securities Lending and Borrowing Scheme, 1997. The registration of ICCL as an Approved Intermediary was renewed for a further period of three years from June 28, 2016 to June 27, 2019.

The SLB turnover at ICCL increased by 227% from Rs, 1,244.38 Crore in FY 2016-17 to Rs, 4,073.90 Crore in FY 2017-18, while the lending fees collected increased by 106% from Rs, 6.29 Crore to Rs, 12.97 Crore during this period.

Segment

FY 2017-18 (Rs, Crore)

FY 2016-17 (Rs, Crore)

Turnover for the period - 1st Leg

4,073.90

1,244.38

of SLB transactions (quantity

   

underlying price of the stocks as on

   

previous day)

   

Lending fees.

12.97

6.29

Disinvestment Drive of GOI and BSE’s support

In FY 2017-18, BSE's iBBS platform has facilitated Government of India Disinvestment Programme through OFS, OTB and Central Public Sector Enterprises Exchange Traded Fund (“CPSE ETF”) to garner more than Rs, 16,000 Crore, forming more than 16% of the Total Disinvestment by the Government of India in FY 2017-18.

The Company also has extended the facility for acceptance of subscriptions for New Fund Offer of CPSE ETFs “Bharat 22 NFO” by online mechanism called BSE iBBS Platform for Mutual Fund (“BiMF”) and garnered more than 90% of the subscription through electronic platform for CPSE ETF.

DISSEMINATION BOARD

SEBI issued a circular in October 2016, requiring all exclusively listed companies of Regional Stock Exchanges which are derecognized and are on Dissemination Boards of Nationwide Stock Exchanges to either list on a nationwide stock exchange or to provide exit to its investors. Following this, BSE has reached out to over 1,500 such companies admitted to BSE's Dissemination Board. BSE is working closely with SEBI to ensure smooth and proper exit to investors in such companies. During FY 2017-18, BSE initiated action against promoters/ directors of more than 300 exclusively listed companies, which were found to be non-compliant with SEBI circular of October 10, 2016 and August 1, 2017.

BUSINESS OPERATIONS REVIEW

Membership

During FY 2017-18, 34 Deposit Based Membership (“DBM”) applications were received at BSE. Since launch of new DBM scheme in April, 2010, BSE has received a total of 875 DBM applications as on March 31, 2018.

Corporate Services (Listing)

The Corporate Services segment of the Company registered healthy revenue growth in FY 2017-18. Annual Listing Fees (equity, debt and MF) increased by 22.81% to Rs, 127.96 Crore compared to Rs, 104.19 Crore in FY 2016-17. This increase in Annual Listing Fees is mainly attributed to an increase in Annual Listing Fees slab and an increase in number of companies listed under IPO.

The Company also provides other services to corporates such as book building software, buy-back facilities, reverse book building software, etc. Fees earned from such services were Rs, 33.11 Crore in FY 2017 18 as compared to Rs, 14.31 Crore in FY 2016-17, a rise of 131.38% from the previous year on account of new primary market issuances and the newly introduced OTB facility.

Data Information Products

The Company and Deutsche Boerse have entered into a partnership in October, 2013 under which Deutsche Boerse would act as the licensor of the Company's market data and information to all international clients. The business for sales and marketing of the Company's market data products to International customers by Deutsche Boerse commenced from April, 2014. Under the co-operation, Deutsche Boerse is responsible for sales and marketing of all the Company's market data products to customers outside India, while the Company continues to serve its domestic clients. Deutsche Boerse also shares the joint responsibility along with the Company for product development and innovation, which includes extending its existing infrastructure and creation of new market data solutions to support the Company's product offerings.

The total revenue from the sale of market data and information products was Rs, 26.28 Crore in FY 2017-18 as compared to Rs, 24.67 Crore in FY 2016-17. The increase in revenue was on account of increase in subscription for the Company's information products and services by new customers.

Index

Asia Index Private Limited (“AIPL”) is a joint venture between S&P Dow Jones Indices LLC and BSE.

AIPL won the mandate from ICICI Prudential AMC to design the index for the Government's second disinvestment programme via an Exchange traded Fund (ETF). AIPL designed and launched the S&P BSE BHARAT 22 Index on August 10, 2017. The S&P BSE Bharat 22 Index is designed to measure the performance of 22 select companies disinvested by the central government of India.

The government has raised Rs, 14,500 Crore through the Bharat 22 ETF. The portion reserved for retail investors was subscribed 1.45 times; retirement funds 1.50 times and NIIs and QIBs 7 times.

ICICI Prudential Asset Management Company launched the Bharat 22 ETF. The Bharat 22 ETF new fund offer (“NFO”) had an initial issue size of over Rs, 8,000 Crore with 25% of total issue size, or Rs, 2,000 Crore, reserved for anchor investors who put in bids worth about Rs, 12,000 Crore. The issue received highest subscription for any NFO in the history of Indian mutual fund industry.

Other new Indices launched by AIPL in FY 2017-18 were:

0 S&P BSE 100 ESG Index was launched on October 26, 2017 and is designed to measure securities that meet sustainability investing criteria while maintaining a risk and performance profile similar to the S&P BSE 100

0 S&P BSE 150 Midcap Index was launched on November 30, 2017 and is designed to track the performance of 150 mid-cap companies by total market capitalization, subject to buffers, that are in S&P BSE 500 but not in S&P BSE 100.

0 S&P BSE 250 SmallCap Index was launched on November 30,

2017    and is designed to track the performance of the 250 small-cap companies by total market capitalization within S&P BSE 500 that are not part of S&P BSE 100 or S&P BSE 150 MidCap.

0 S&P BSE 250 LargeMidCap Index was launched on November 30, 2017 and is designed to track the performance of the 250 companies that are part of S&P BSE 100 and S&P BSE 150 MidCap.

0 S&P BSE 400 MidSmallCap Index was launched on November

30, 2017 and is designed to track the performance of the 400 companies within S&P BSE 500 that are not part of S&P BSE 100.

0 S&P BSE 250 LargeMidCap65:35 Index was launched on November 30, 2017 and is designed to simulate a portfolio consisting of a position with a 65% weight in S&P BSE 100 and a 35% weight in S&P BSE 150 MidCap.

0 The S&P BSE Arbitrage Rate Index was launched on March 20,

2018    consists of a position with a 100% long index weight in the S&P BSE SENSEX TR and a 100% short index weight in the S&P BSE SENSEX Futures Index ER.

SECONDARY MARKET POLICY DEVELOPMENTS

Data Analytics Based Systemic Solution for Tracking Company News

The Company undertakes various regulatory policy and systemic measures for enhanced due-diligence, surveillance, corporate governance in the Indian capital markets to comply with SEBI regulations. In this regard, the Company has implemented artificial intelligence based framework for rumour detection since November

2016.

The primary objective is to detect and mitigate potential risks of market manipulation, rumour and reduce information asymmetry arising from it on digital media platforms, including social media.

In recent past, news media has undergone a sea of changes with digital media and social media becoming the frontline in news reporting or sharing information digitally for easier, faster and wider reach. On this background, any material news or rumour floating in the social media can have potential impact on the sentiments of the investing population which can further impact price/volumes of securities traded on exchange platforms.

The data analytics based systemic solution relies on artificial intelligence based framework to track news related to listed companies on digital media using social media like twitter, blogs, facebook, etc.

Alerts generated by this social media solution is monitored by the Company from the standpoint of material information and also vis-a-vis possible rumours appearing in various media including print and on-line channels as per SEBI regulations.

Graded Surveillance Measure (“GSM”)

The Exchange has pro-actively taken series of surveillance actions on its stocks in recent past as a pre-emptive measure to ensure safety and integrity of the market.

In continuation to various surveillance measures already implemented, SEBI and Exchanges, pursuant to discussions in joint surveillance meetings, have decided that along with the aforesaid measures, there shall be additional GSM on securities which witness an abnormal price rise not commensurate with financial health and fundamentals like Earnings, Book Value, Fixed Assets, Net Worth, Market capitalization, P/E Multiple, etc.

The main objective of these measures is to alert and advise investors to be extra cautious and advise market participants to carry out necessary due diligence while dealing in the securities.

Under the GSM framework which became effective from March 14,

2017, based on satisfaction of certain pre-defined objective criteria, the securities attract following additional graded surveillance actions such as additional surveillance Deposit, once a week trading only, Trade for Trade (TFT) etc.

As on March 28, 2018, a total of 835 companies have been identified to be a part of GSM framework.

Verification of credentials/ fundamentals of suspected shell companies

SEBI on August 7, 2017, forwarded a list of 331 suspected shell companies as identified by MCA and inter alia directed the Exchanges to take following actions:

-    Move trading in the securities of such companies directly to GSM stage VI whereby trading in a security is permitted on trade to trade basis once a month with 200% Additional Surveillance deposit with freeze on upper price movement.

-    Verify credentials/ fundamentals of companies by appointing independent auditor. Further, if necessary conduct forensic audit of these companies.

-    Promoters and directors are not allowed to transact in the Company except to buy securities until verification is completed.

- Initiate process of compulsory delisting, if any adverse findings with regard to credentials/ fundamentals of companies.

Based on SEBI direction, BSE has moved the trading in the securities of listed companies to GSM Stage VI and has undertaken verification of credentials/ fundamentals of the listed companies as per process finalized in consultation with SEBI.

S+ Framework

In continuation with various surveillance measures already implemented, the Exchange introduced an additional surveillance measure called “S+ Framework” w.e.f. June 14, 2017 for enhanced monitoring of securities exclusively listed/ traded on main board of BSE which are not a part of GSM framework and witness price rise not commensurate with financial health and fundamentals like Earnings etc. or witness spurt in volumes without any corporate event.

However, effective May 2, 2018, S+ framework has been done away.

Additional Surveillance Measure (ASM)

In continuation to various surveillance measures already implemented, SEBI and Exchanges, pursuant to discussions in joint surveillance meetings, have decided that along with the aforesaid measures there shall be Additional Surveillance Measures (ASM) on securities with surveillance concerns viz. Price variation, Volatility, etc.

Accordingly, the Exchange has implemented ASM w.e.f. March 26, 2018.

The surveillance actions applicable for the shortlisted securities is as under:

a)    Securities shall be placed in Price Band of 5%

b)    Margins shall be levied at the rate of 100%

The shortlisted securities shall be further monitored on a predetermined objective criteria and would be moved into Trade for Trade segment once the criteria gets satisfied.

REGULATION

Surveillance & Investigation Statistics for FY 2017-18:

As part of market monitoring activities during FY 2017-18; 66,214 surveillance alerts were generated, of which 1101 alerts were taken up for snap investigations. Subsequently till March 31, 2018, 207 cases were taken up for preliminary/ detailed investigations, of which 126 preliminary/ investigation reports have been forwarded to SEBI. The Company has also provided e-BOSS, the member level surveillance system to trading members to monitor their clients positions and manage risk at a nascent stage.

Broker Supervision

604 inspections of members were conducted during FY 2017-18, which include 515 routine inspections and 89 special inspections. This also included 25 inspections on the basis of risk based supervision.

Investor Services

The Investor Services Cell provides the following services: Redressal of complaints against trading members and Redressal of compliants against listed companies on BSE.

Redressal of complaints against trading members

The Company redresses investor complaints against trading members by taking prompt action upon receiving the complaints. Investor complaints against trading members are received through the SEBI Complaints Redressal System (“SCORES”) of SEBI, a web based system where investors can lodge their complaints online. The Company in turn communicates the complaints to the members electronically through the BSE Electronic Filing System (“BEFS”), thereby reducing the communication time resulting in expeditious resolution of investor complaints. All actions taken in the process of redressal are then updated on this system. The investors can also lodge complaints directly with the Exchange through email, physical document form or through online e-complaint registration on BSE website. The complaints against trading members are redressed through conciliation process by Investor Grievances Redressal Committees (“IGRC”) wherein the IGRC is also empowered to decide the claim value.

The Company provides IGRC as well as arbitration/ appellate arbitration services from its 24 Regional Investor Service Centers located at Ahmedabad, Bangalore, Bhubaneshwar, Chandigarh, Chennai, Dehradun, Delhi, Guwahati, Jaipur, Jammu, Hyderabad, Indore, Kanpur, Kochi, Kolkata, Lucknow, Mumbai, Panaji, Pune, Patna, Raipur, Ranchi, Vadodara and Shimla.

Thus the Company currently provides IGRC and arbitration services from 24 investor services centres located at different parts of the country.

Redressal of complaints against listed companies

The Company redresses investor complaints against listed entities by taking prompt action upon receiving the complaints. Investor complaints against listed entities are received through various modes such as through emails, physical documents, online e-complaint registration on BSE website and through SCORES. The Company takes up the complaint with respective listed entity for resolution. BSE Limited is the only Exchange in the country, where 13 Registrars and Transfer Agents (“RTAs”) regularly visit its Investor Service Centre -Mumbai, for redressal of investor complaints against entities listed on BSE Limited.

Listing Compliance

Update on eXtensible Business Reporting Language (“XBRL”)

BSE is the first Exchange in India to introduce the globally accepted reporting format XBRL as it is more popularly known, for certain critical disclosures required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“Listing Regulations”). These are Shareholding Pattern, Corporate Governance Report, Voting Results, Financial Results and Share Capital Audit report.

Since introduction of XBRL reporting in 2015, we have seen an increasing number of companies making their filings in XBRL voluntarily. Encouraged by this response and the improved efficiency of data dissemination, the Exchange had made the filing of Shareholding Pattern, Corporate Governance and Voting Results also mandatory, in XBRL. In FY 2017-18, XBRL filing of Financial Results and Share Capital Audit Report was also made mandatory.

The Committee on Corporate Governance (Kotak Committee) in its report had recommended filing of disclosures to Exchange in XBRL format. Accordingly, SEBI has directed the Exchanges to implement XBRL based filing for the disclosures. Since BSE had made significant progress on this front, it was recommended by SEBI that the other nation-wide Exchanges also adopt the BSE Taxonomy and the same may be the common taxonomy for these regulations, across India.

Compulsory Delisting

Trading in the securities of certain listed companies has been suspended for a long period of time on account of non-compliance with the critical clauses of the erstwhile Listing Agreement.

BSE under the guidance of SEBI, had advised companies that have been under suspension for a period of six months or more, to expedite the completion of all formalities for revocation or else be compulsorily delisted from the Exchange, as per the provisions of the SEBI (Delisting of Equity Shares) Regulations, 2009.

During FY 2017-18, the Exchange has delisted 384 companies and till date, the Exchange has delisted 883 suspended companies. This is an ongoing activity and is expected to be completed by June 2018.

Corporate Announcement Filing System (“CAFS”)

The Company has been making continual efforts to improve on the turnaround time for disseminating critical information received from listed companies to the shareholders and the public at large, on its website, without compromising on the quality of the information.

Towards this objective, the Exchange introduced the Corporate Announcement Filing System (“CAFS”) with effect from March 1, 2017, in beta mode. The system provides for seamless dissemination of filings/ disclosures by listed companies directly on the Exchange website without any pre-verification by the Exchange. This is done using security measures such as Two Factor Authentication (“TFA”) and has ensured almost instantaneous dissemination of price sensitive information to the investors. The system makes companies wholly accountable for their filings, which leads to much faster, efficient and informed decisions by investors and the public at large.

During the current year, the system has been periodically enhanced to include additional disclosures under the seamless mode. Further, pursuant to a SEBI directive, upload of ‘machine readable (PDF) documents' has been made mandatory and requisite checks have been introduced to verify whether the filing being done is in ‘machine readable' form and the same is notified to the listed companies.

SIGNIFICANT DEVELOPMENTS

Enhanced Supervision of Stock Brokers

The Company has implemented enhanced supervision framework of stock brokers to facilitate reporting of their Clients' funds utilization and client wise funds and securities balances, held by them in the capacity of stock broker.

Further, the Company implemented enhanced supervision framework of stock brokers to facilitate reporting of ISIN wise details of securities of clients.

Investors are sent SMS and emails conveying their funds and securities balances with the stock brokers. Emails sent to Investors also contain ISIN wise details of securities held by the stock broker.

This new initiative of ISIN wise details of securities is in line with SEBI's directive (vide SEBI Circular No. SEBI/HO/MIRSD/MIRSD2/ CIR/P/2017/123) dated November 29, 2017. Reporting on this clause has been made applicable w.e.f. February 1, 2018, for submission for the month of January 2018, onwards.

Margin Trading: The Company announced the revised framework for Margin Trading facility to the stock Brokers.

As per revised framework:

Group 1 securities are eligible for Margin Trading as against Securities offered in IPO and meeting conditions for inclusion in Derivatives Segment.

Initial margin payable by the client to the stock broker can also be in the form of Group 1 equity shares apart from cash and cash equivalents as against cash/cash equivalents earlier.

Stock Brokers are also allowed to borrow funds by issuance of commercial paper and by way of unsecured long term loans from their promoters and directors apart from Banks and Non-Banking Financial Companies (NBFCs) as against from Banks and NBFCs, earlier.

This new initiative is in line with SEBI's directive (vide SEBI Circular CIR/MRD/DP/54/2017 dated June 13, 2017 and SEBI Circular CIR/ MRD/DP/86/2017 dated August 1, 2017).

MARKETING AND COMMUNICATIONS

With a view to promote an investment culture among the masses, the Company undertook several initiatives to promote investor education. Apart from being present across leading television channels, the Company also utilised social media to spread the message of sound investing. The Company also undertook several initiatives in reaching out to members to inform them about existing products and future initiatives. The initiatives undertaken by the Company got significant coverage in all leading national and regional newspapers and television channels.

The Company hosted more than 230 events ranging from international delegations to educational programs to roundtables on important national and international topics. Some of the significant events were the Annual IOSCO (The International Organization of Securities Commissions) Conference, which was held for the 1st time in India and attended by delegates from across the globe; Inauguration of the renovated International Convention Hall by Shri Nitin Gadkari, Hon'ble Minister of Road Transport and Highways, Shipping and Water Resources, River Development & Ganga Rejuvenation, Government of India; SAFE (South Asian Federation of Exchanges) Conference and listing of the 200th company on BSE SME.

During the course of the year, the Company witnessed many high

profile visits and delegations from the government, industry and other

sectors from India and abroad.

The dignitaries include:

1.    Shri M Venkaiah Naidu, Hon'ble Vice-President of India

2.    Shri Nitin Gadkari, Hon'ble Minister of Road Transport and Highways, Shipping and Water Resources, River Development & Ganga Rejuvenation, Government of India

3.    Shri Piyush Goyal, Hon'ble Minister of Railways and Coal, Government of India

4.    Shri Devendra Fadnavis, Hon'ble Chief Minister of Maharashtra

5.    Shri Shiv Pratap Shukla, Hon'ble Minister of State for Finance, Government of India

6.    Shri Arjun Ram Mehgwal, Hon'ble Minister of State, Water Resources, River Development & Ganga Rejuvenation, Parliamentary Affairs, Government of India

7.    Shri Girish Bapat, Hon'ble Minister for Food, Civil Supplies & Consumer Protection, Food & Drug Administration & Parliamentary, Government of Maharashtra

8.    Smt. Bijoya Chakravarty, Member of Parliament and Chairperson - Committee on Empowerment of Women

9.    Dr. Vallabh Kathiria, Member of Parliament

10.    Shri Rajiv Gauba, Secretary (Urban Development) Ministry of Urban Development, Government of India

11.    Shri Ajay Tyagi, Chairman, SEBI

12.    Shri Dinesh Kumar Jain, Additional Chief Secretary (Finance), Government of Maharashtra

13.    Shri Praveen Garg, IAS, Joint Secretary of Department of Economic Affairs for Ministry of Finance, Government of India.

14.    Shri Kunal Kumar, Municipal Commissioner, Pune Municipal Corporation

15.    Smt. Madhabi Puri Buch, Whole Time Member, SEBI

16.    Shri S.V. Murli Dhar Rao, Executive Director, SEBI

17.    Nobel Laureate Shri Kailash Satyarthi, Founder of Bachpan Bachao Andolan

18.    Dr. Mohan Bhagwat, Sarsanghchalak, Rashtriya Swayamsevak Sangh

19.    Shri Gaur Gopal Das, Monk at the International Society of Krishna Consciousness (ISKCON) Mumbai

20.    H. E Mr. Vishvas Sapkal, High Commissioner of India to the Republic of Fiji

21.    Smt. Arundhati Bhattacharya, Former Chairman, State Bank of India

22.    Dr. Pawan Kumar Goenka, Managing Director, Mahindra & Mahindra Ltd.

23.    Smt. Chanda Kochhar, Managing Director & CEO, ICICI Bank Ltd.

24.    Shri Kumar Mangalam Birla, Chairman, Aditiya Birla Group

25.    Shri Robin Raina, Chairman and CEO of Ebix Inc.

26.    Mr. William C. Dudley, President, Federal Reserve Bank of New York

27.    Mr. Georgios Lakkotrypis, Ministry of Energy, Commerce, Industry and Tourism, Republic of Cyprus

28.    Hon. D. Sesungkur, Minister of Financial Services and Good Governance of the Republic of Mauritius

29.    Mr. Wu Lijun, Chairman, Shenzen Stock Exchange

30.    H.E. Joanna Kempkers, High Commissioner of New Zealand

31.    Mr. Rashed Al Blooshi, Chief Executive Senior Management, Abu Dhabi Stock Exchange

32.    H. E. Mr. Bulat Sarsenbayev, Ambassador of the Repulic of Kazakhstan

33.    Shri Rajesh Agrawal, Deputy Mayor of London (Business)

34.    Mr. Mesfin Gebremariam, Hon'ble Consul General of Democratic Republic of Ethiopia

35.    Rt Hon Karen Bradley, MP, Secretary of State for Digital, Media & Sport, UK

36.    Ms. Bari Rogoff, Policy Advisor to Ivanka Trump

37.    Mr. Pierre-Gabriel Cote, President & CEO, Investissement Quebec

38.    Mr. William Knottenbelt, Senior Managing Director, EMEA, CME Group

39.    Shri Kamal Hassan, Actor

40.    Ms. Richa Chadda, Actress

41.    Shri Vivek Oberoi, Actor

42.    Shri Vidyut Jamwal, Actor

AWARDS AND RECOGNITION

1.    ‘IT Genius Awards 2017' in the category ‘Data Centre Excellence' for setup of the India INX Data Centre by CORE (Centre of Recognition & Excellence)

2.    Digital Innovation Award 2017 for the Social Media Analytics Project by Netmagic

3.    Business World Digital Leadership and CIO Award

4.    The IDC Digital Transformation Awards 2017

5.    The Best Exchange of the year award for equity and currency derivatives in Tefla's Commodity Economic Outlook Award 2017

6.    SKOCH AWARD - Best Cyber Security Project Award 2017 -GOLD

7.    TOP 100 CISO Awards May 2017

8.    INFOSEC MAESTROS Award April 2017

9.    The Cyber Security Leader of the Year Award 2017 from NASSCOM-DSCI

10.    CIO Powerlist Award for Big Data Innovations (April 2017)

11.    IDC Digital Transformation Awards for Social Media Analytics implementation (April 2017)

12.    C-Change Awards 2017 for Big Data Implementation at DR site conferred by Cyber Media (June 2017)

13.    The Asia Capital Market Awards for Social Media Analytics by FOW & Global Investor (August 2017)

14.    Business World CIO World - Digital Leadership & CIO Awards for BEST Analytics Implementation (July 2017)

15.    CIO Crown Digital Innovation Award 2017, by NetMagic (August 2017)

16.    Next Generation SOC, by CNBC-TV18 Fintech Edge Award (September 2017)

RECENT GLOBAL INITIATIVES BY BSE IN SUSTAINABILITY

SPACE

- BSE has always been on a forefront to back various initiatives by regulators and various international forums that align with sustainable business practices.

-    BSE is engaging efforts to publish the “Guidance Document of ESG Disclosures” for its Listed Corporates to steer the initiatives of Sustainable Stock Exchange (“SSE”) globally. Global Reporting Initiative (GRI) and BSE entered a formal MoU in mid-2016 to work collaboratively and support the Listed Corporates establish sustainability reporting process. The collaboration led to the successful creation and launch of a linkage document that is designed to show companies how requirements under the SEBI Business Responsibility Report Framework correspond to the GRI Standards and disclosures. Also BSE has successfully driven various informative and educational workshops across India on ESG in association with GRI to encourage Sustainability Reporting amongst Listed Corporates.

-    Being a member of Indian Green Bonds Council set up for the development of green bonds market in India, BSE encourages the sustainable investments in the form of green bond listing. BSE has initiated its contribution in the sustainability space with its sustainability indices like S&P BSE Carbonex and S&P BSE Greenex. The latest addition being S&P BSE 100 ESG Index designed to measure securities meeting sustainability investing criteria.

-    In October 2017, BSE in collaboration with Carbon Disclosure Project (“CDP”) India and Environmental Resource Management (“ERM”) India; hosted a successful launch of CDP 2017 Climate Change Report.

-    In November 2017, BSE in collaboration with Environmental Resources Management and RobecoSAM conducted a successful round table on Responsible Investment: Integrating value by using ESG Frameworks as Effective Screening Tools involving judicious participation of various stakeholders.

-    BSE in association with Principles for Responsible Investment (PRI) and CFA Institute hosted the Global Survey on ESG Integration at BSE premises in India in February, 2018.

-    In April 2018, BSE has successfully steered a series of discussions and presentations on Information disclosure and ESG disclosures in the 36th General Assembly of The Asian and Oceanian Stock Exchanges Federation (“AOSEF”) at

Shanghai, April 2018.

SHARE CAPITAL

Pursuant to clause 5 of BSE (Corporatisation and Demutualisation) Scheme, 2005 (“BSE Scheme, 2005”) approved by SEBI vide its notification dated May 20, 2005, every trading member having membership right of the Exchange or his nominee, as the case may be, as on record date was entitled to 10,000 equity shares of the face value of ' 1/- per share, against membership right of erstwhile BSE. It may be noted that the entitlement against membership right post consolidation of share capital stands changed to 5,000 equity shares of face value ' 2/- per share. Remaining 12 erstwhile trading members, having an aggregate 12 membership rights, continue to remain in abeyance till date for various reasons.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186 OF THE COMPANIES ACT, 2013

A detailed disclosure of the particulars relating to Loans and investments by the Company as per Section 186 of Companies Act (2013) (“the Act”), is provided in notes to the financial statements.

SUBSIDIARIES/ ASSOCIATE COMPANIES

The Company has twelve subsidiary companies (direct and indirect) and six associates as on March 31, 2018 as follows:

Subsidiaries:

1.    BSE Institute Limited

2.    BSE Investments Limited

3.    BSE Sammaan CSR Limited

4.    BSE Skills Limited

5.    India International Exchange (IFSC) Limited

6.    India International Clearing Corporation (IFSC) Limited

7.    Indian Clearing Corporation Limited

8.    Marketplace Technologies Private Limited

9.    Marketplace Tech Infra Services Private Limited

10.    BFSI Sector Skill Council of India (Section 8 Company)

11.    BIL - Ryerson Technology Startup Incubator Foundation (Section 8 Company)

12.    BSE CSR Integrated Foundation (Section 8 Company) Associates:

1.    Asia Index Private Limited

2.    BSE EBIX Insurance Broking Private Limited (w.e.f. March 15,

2018)

3.    Central Depository Services (India) Limited (w.e.f. June 30, 2017)

4.    CDSL Ventures Limited (w.e.f. June 30, 2017)

5.    CDSL Insurance Repository Limited (w.e.f. June 30, 2017)

6.    CDSL Commodity Repository Limited (w.e.f. June 30, 2017)

BSE Skills Limited has discontinued its business operations. There has been no material change in the nature of the business of the other subsidiaries and associate companies.

Pursuant to Rule 5 (1) of the Companies (Accounts) Rules 2014 the performance and financial position of the subsidiary and associate companies given in Form AOC - 1, which forms a part of this Annual Report.

The financial statements of the Subsidiary companies are kept for inspection by the shareholders at the Registered Office of the Company. The Company shall provide free of cost, the copy of the financial statements of its subsidiary companies to the shareholders upon their request. The statements are also available on the website of the Company www.bseindia.com.

Changes in subsidiaries/ joint ventures/ associate company

1.    BSE EBIX Insurance Broking Private Limited was incorporated under the Companies Act, 2013 on March 15, 2018.

2.    Pursuant to the sale of 26.05% stake in CDSL under its Initial Public Offering through Offer for Sale, it has ceased to be a subsidiary and it is now considered as an associate company with effect from June 30, 2017. Accordingly, the subsidiaries of CDSL viz. CDSL Ventures Limited, CDSL Insurance Repository Limited and CDSL Commodity Repository Limited have also been considered as associate companies.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (“KMP”) Appointment and Re - appointment of Directors

During the year under review, Shri S. S. Mundra and Shri David Wright were appointed as Public Interest Directors w.e.f. January 17, 2018 and March 16, 2018 respectively.

In accordance with the provisions of the Act, read with the applicable rules, as amended, Smt. Usha Sangwan, Shareholder Director retires by rotation and being eligible, offered herself for re-appointment at the ensuing Annual General Meeting.

Cessation of Directors

Shri Roland Schwinn was appointed as Shareholder Director in place of Mr. Thomas Bendixen w.e.f. June 13, 2017

Shri Sudhakar Rao and Shri Dhirendra Swarup retired from the position of Public Interest Director and Chairman, from the Board of the Company, w.e.f. June 28, 2017 and November 2, 2017 respectively, on successful completion of their term as Public Interest Director.

Dr. K. Kasturirangan retired from the position of Public Interest Director, from the Board of the Company w.e.f. from January 22, 2018 on successful completion of his said term.

The Company places on record its appreciation and gratitude for the valuable contributions made by them during their tenure as member of the Board.

Declarations by Public Interest Directors (‘PID’)

All PIDs have given declarations under section 149(7) of the Act that they met the criteria of Independence as laid down under Section 149(6) of the Act, and Regulation 16 of Listing Regulations. Further all PIDs have also given the declarations that they satisfy “fit and proper” criteria as stipulated under Regulation 20 of SECC Regulations.

MEETINGS OF THE BOARD

As on March 31, 2018, seven meetings of the Board were held during the year. For details of meetings of the Board, please refer to the Corporate Governance Report, forming part of this report.

Separate meetings of the Independent Directors were held on May 4, 2017 and February 1, 2018.

BOARD EVALUATION

The Board of Directors of the Company carried out annual evaluation of its own performance, committees of the Board and individual Directors pursuant to various provisions under the Act, Regulation 17,

19 and Schedule II of the Listing Regulations and based on the SEBI circular dated January 5, 2017 which provides further clarity on the process of board evaluation (“SEBI Guidance Note”).

The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects.

Disclosures as prescribed under SEBI circular dated May 10, 2018 are given below:

Observations of Board evaluation carried out for the year

No observations.

Previous year’s observations and actions taken

Since no observations were received, no actions were taken.

Proposed actions based on current year observations

Since no observations were received, no actions were required.

The procedure followed for the performance evaluation of the Board, Committees and individual Directors is enumerated in the Corporate Governance Report.

BOARD COMMITTEES

There are various Board constituted Committees as stipulated under the Act and Listing Regulations namely Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility (CSR) Committee. Brief details pertaining to composition, terms of reference, meetings held and attendance thereat of these Committees during the year has been enumerated in Corporate Governance report.

Additionally, Company being an Exchange, has also constituted other Regulatory Committees as stipulated under SECC Regulations.

AUDIT AND AUDITORS REPORT

Statutory Audit

The auditors, M/s. S R Batliboi & Co. LLP, Chartered Accountants (Firm Registration No 301003E/E300005), Mumbai had been appointed, in the Twelfth AGM held on September 4, 2017, for a period of five years to hold the office from the conclusion of the twelfth AGM until the conclusion of seventeenth AGM to be held in the year 2022, accordingly they retire at the seventeenth AGM.

The Statutory Auditors report dated May 4, 2018 on the financial statements of the Company for FY 2017-18 is unmodified and does not have reservations, qualifications or adverse remarks.

Secretarial Audit

The Board appointed M/s. Ragini Chokshi & Co., Practicing Company Secretaries to conduct Secretarial Audit of the Company for FY 2017-18.

Secretarial audit report for the year ended on March 31, 2018 as provided by M/s. Ragini Chokshi & Co., Practicing Company Secretaries is enclosed as Annexure A.

The secretarial auditor's report does not contain any qualifications, reservations or adverse remarks.

POLICY MATTERS

Policy on Directors’ Appointment and Remuneration

The Company's policy on Director's appointment and remuneration provided in Section 178(8) of the Act, has been disclosed in the Annexure B enclosed with this report.

Corporate Social Responsibility (“CSR”)

The Company has constituted a CSR Committee in accordance with Section 135 of the Companies Act, 2013. The details of the CSR Policy of the Company, its development and initiatives taken by the Company on CSR during the year as per annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure C to this Report.

Whistle Blower Policy

The Company promotes ethical behaviour and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil Mechanism and Whistle-blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may report their genuine concerns to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee.

The details of establishment of such mechanism has been disclosed on the website http://www.bseindia.com/downloads1/Whistle_ Blower_policy.pdf

Particulars Relating to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various policies and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has adopted a policy on Prevention of Sexual Harassment at Workplace which aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behavior. An Internal Complaints Committee (“ICC”) has been set up by the senior management (with women employees constituting the majority). The ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.

During the year ended March 31, 2018, no complaints pertaining to sexual harassment have been received.

RISK MANAGEMENT AND COMPLIANCE

The risk management report discusses various dimensions of our enterprise risk management. The risk related information outlined in this section may not be exhaustive. The discussion may contain statements that are forward looking in nature. Our business is subject to uncertainties that could cause actual results to differ materially from those reflected in the forward looking statements. Readers are advised to refer the detailed discussion of the risk factors and related disclosures in our regulatory filings, and exercise their own judgment in accessing risks associated with the Company.

Overview

Risk Management is an enterprise wide function at BSE which covers major business and functional objectives including Strategy, Operations, Technology and Compliance. The Enterprise Risk Management (ERM) enables the achievement of strategic objective by identifying, analysing, assessing, mitigating, monitoring and governing any risk or potential threat to these objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Several risks can impact the achievement of a particular business objective. Similarly, a single risk can impact the achievement of several business objectives. The focus of risk management is to assess risks, deploy mitigation measures and review them including risk management policy on a periodic basis. This is done through periodic review meetings of the Risk Management Committee comprising of the Board members.

The risks in relation to internal control over financial recording and reporting is reviewed by the Audit Committee. The Company's internal control systems are commensurate with the nature of its business and the size and complexity of operations. These systems are routinely tested and certified by Statutory as well as Internal Auditor. The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company's financial risk management policies and systems.

The Key Roles and responsibility regarding risk management in the Company are summarized as follows

LEVEL

Key Roles and responsibility

Board of Directors

S Approving key business objective to be achieved by the Company. Ensuring that the executive management focuses on managing risks to key business objectives.

S Reviewing the performance of the Risk Management Committee

 

LEVEL

Key Roles and responsibility

Risk Management Committee

S Comprises of five directors and three members from management :

-    Smt. Usha Sangwan, Chairperson

-    Shri S Ravi, Member

-    Shri Sumit Bose, Member

-    Shri Ashishkumar Chauhan, Member

-    Shri Roland Schwinn, Member

-    Shri Nehal Vora, Chief Regulatory Officer

-    Shri Neeraj Kulshrestha, Chief of Business Operations

-    Shri Nayan Mehta, Chief Financial Officer

S Review and oversight with regards to identification, evaluation and mitigation of the strategic, operational, technology and compliance risks

S Reviewing and approving risk related disclosures

S Monitoring and approving the risk management framework and associated practices of the Company

Role of Risk team

S Adhering to the risk management policies and procedures S Implementing prescribed risk mitigations actions S Reporting risk events and incidents in a timely manner

Risk Categories

The Company's risk management framework is broadly categorized as risk pertaining to (a) Business and Development, (b) Information Technology, (c) People and Security, (d) Finance and Treasury,

(e) Operations, and (f) Risks emanating from operations of Group Companies, from the risk universe.

Risks arising out of the choices we have made in defining our business and development strategy and the risks to the successful execution of these strategies are covered in this category - for e.g., risk inherent to our industry and competitiveness are analyzed and mitigated through strategic choices of target markets, the Company's market offerings, business models and talent base. Potential risk to the long term scalability and sustainability of the organization are also analyzed and mitigation plans are actioned. We periodically assess risks to the successful execution of our strategy such as the effectiveness of strategic programs that are being executed, the momentum in new initiatives, the impact of strategy on financial performance, leveraging of inorganic strategies, effectiveness of organisation structure and processes, retention and development of high performing talent and leadership.

Risks arising out of internal and external factors affecting the policies, procedures, people and systems in our support functions thereby impacting services delivery, compromises our core values or not in accordance with generally accepted business practice or impacting the client's operations are covered in this category. For e.g. risks of business activity disruption due to natural calamities, terrorist attacks or war or regional conflicts, or disruption in telecommunications, systems failures, virus attacks or breach of cyber security.

Risks arising out of threats posed to our financial, organisational, or reputational standing resulting from violations or non-conformance with laws, regulations, codes of conducts or organisational prescribed practices or contractual compliances are covered in this category. For

e.g. risks of potential litigations, breach of contractual agreements, non-compliances to regulations, potential risk arising out of major regulatory/ geo-political changes, potential risks arising out of strategic or operational business decisions.

Risk Management Procedure Risk Identification

Risk Management is a continuous interplay of actions that permeate the Company. It is brought in to effect by the Company's risk committee, management and other personnel. The risk management process of the Company aims at providing reasonable assurance regarding achievement of the Company's objectives.

In order to provide reasonable assurance, the Company's risk management process endeavors to help:

-    Identify, assess and escalate new risks impacting the objectives of the Company,

-    Define mitigation actions to respond to the new risks effectively,

-    Monitor effectiveness of existing risk management mitigation actions and

-    Report risks and risk management mitigation actions to the Risk Management Committee on a periodic basis.

The risk analysis and evaluation are carried out using scenario based assessments to decide the potential impact, likelihood of occurrence and in some cases, the detectability of the risk.

Risk Mitigation

Mitigation actions are prepared and finalised, owners are identified and the progress of mitigation actions are monitored and reviewed. The Risk Management Committee periodically reviews and monitors the mitigation actions, its effectiveness and provides its advices to the mitigation teams.

Risk Reporting

The top risk from the risk registers, its mitigation plans, periodic review of processes and new risks emanating from such reviews are periodically reviewed by the Risk Management Committee. The risks identified by risk management function or roles at different levels in the organization are presented at appropriate level of governance structure. Critical risks or cross functional risks at each level are escalated to the next level in the governance structure. Critical risks under different categories of risks at group level are reviewed by Chief Executive Officer, Chief Financial Officer, Chief of Business Operations, Chief Information Officer and Chief Regulatory Officer.

Risk Management Framework for the year

During the year, as a part of monitoring the key risks, the risk management office:

(a) Reviewed the risk management practices, which were primarily focused on the effectiveness of strategic programs in improving our competitive position and differentiation in market segments.

(b)    Reviewed the momentum of new initiatives to achieve our long-term business aspirations, our preparedness to address any incidents that may cause business disruptions to our physical and technological infrastructure, strengthening operational and internal controls to detect fraudulent activity, leadership development and succession, planning and monitoring possible impact of changes in our regulatory environment.

(c)    Reviewed information security risks including cyber-attacks and threat intelligence and continue to monitor the progress of mitigation actions.

(d)    Reviewed key operational risks and actions based on inputs from internal risk register, external assessment, internal audit findings and incidents.

(e)    Reviewed operational risk areas including client service level standards, retentions and engagement of employees, reskilling of employees, brand attractiveness, women's safety, physical securities and business continuity management.

(f)    Monitoring by regulatory departments the key developments in the regulatory environment.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has maintained adequate internal financial controls over financial reporting. These includes policies and procedures - (a) pertaining to the maintenance of records that is reasonably detailed, accurately and fairly reflects the transactions and dispositions of the assets of the Company, (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company, and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material impact on the financial statements. Such internal financial controls over financial reporting were operating effectively as of March 31, 2018, based on the criteria established in COSO Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013 (COSO Framework).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

The Company has formulated a Policy on Related Party Transactions. The same is available on Company's website at http://www.bseindia. com/downloads1/Related_Party_Transaction_Policy.pdf.

1)    CNBC TV18 and CNBC Awaaz

2)    ZEE Business

3)    News 24

4)    ET Now

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy

(i)    The steps taken and their impact on conservation of energy:

As a policy we regularly replace high energy consuming electrical equipment with modern efficient devices such as replacing the induction ballasts with electronic ballasts and the fluorescent lights with LED lights. We conserve energy by switching off lights & other equipment when they are not required using sensing technology where feasible. Our offices are painted in brighter colors to maximize lighting efficiency besides using natural light in most places. We have coated the glass windows to reduce the heat entering the building which reduces the air-conditioning load. The Company continuously strives to optimize its energy usage and efficiency.

(ii)    The steps taken by the Company for utilising alternate sources of energy:

Our building has a glass windows all around and we also use the ambient light for lighting purposes as much as possible. This reduces the electricity consumption due to lesser need of lighting during the day.

(iii) The capital investment on energy conservation equipment:

Nil

Technology Absorption

Big Data Enhancements & Security

The Company takes pride in being one of the few companies that has ventured in different horizons to harness the benefits of its Big Data implementation. The processing of huge voluminous data are managed with ease. The open source Big Data HADOOP platform facilitates real time processing by consolidating information from Trading, Risk Management and Clearing & Settlement into Enterprise Data Lake.

Big Data implementation has helped meet statutory & mandatory requirements to maintain and make available historical information as well as helped achieving significant reduction in hardware and software investment.

The Company has implemented the Big Data capabilities for its real time surveillance and fraud detection. Extending the scope of surveillance beyond the traditional means, the Company has effectively implemented the Social Media analytics using Artificial Intelligence to predict rumors and verification of news floating in the market on BSE listed companies and its impact on the stock market.

Taking this to the next level, the Company has implemented machine learning and language parsing for rumour verification. BSE has implemented open source natural language processing framework for voice to text conversion. This is in addition, to the already implemented textual mining to detect rumours which is published in Print media, Facebook and Twitter. Today, many of the rumours are available in the media in the form of voice on different News channels. To capture these voices and convert them into text, textual data mining is done of converted text.

Using machine learning, BSE is able to do language conversion of news about BSE listed companies, appearing in print media, from Hindi to English. This helps BSE to do effective surveillance and monitoring for Indian regional language other than English language.

Data security is the vital and integral part of our Big Data implementation success. Using Cloudera enterprise, the Company is able to meet ever-evolving security requirements imposed by regulating agencies, governments, industries, and the general public. Cloudera clusters comprise both Hadoop core and ecosystem components, all of which are protected from a variety of threats to ensure the confidentiality, integrity and availability of all the cluster's services and data.

Goals for data management systems, such as confidentiality, integrity, and availability, require that the system be secured across several dimensions. With level 3 security, the Company's Cloudera enterprise is ready for full compliance with various industry and regulatory mandates and is ready for audit when necessary.

Adoption of Open source technologies 0 Open source Databases

The Company, in line with its overall outlook of moving towards the Open Source technologies and to save licensing costs towards proprietary software, has adopted to use PostGreSQL as its transactional database. During the year, initially a few of the non-critical databases were migrated, which helped in understanding inter-dependencies of heterogeneous databases and other challenges. These challenges were overcome as it were encountered in the migration process. The mid-level databases are planned to be migrated next, which is expected to be accomplished by end of 2018.

0 Unified Experience - Identity and Access Management

IAM (Identity Access Management) has already been implemented for BSE and its group companies for all internal applications. This solution is based on the open source technology, which is integrated with active directory. The user and access management is now streamlined with a single point authentication Active Directory/Lightweight Directory Access Protocol (AD/LDAP) for all internal applications and is linked to the HR systems for timely updates on the same and the periodic reviews triggered off at regular intervals.

Single Sign-on (SSO) for BSE's web-based applications is rolled out to few market participants on pilot basis and is scheduled to be rolled-out to all participants by first quarter of next Financial Year.

All the external facing applications are linked with the user authentication happening in LDAP. The user management, password policies are now uniform across all users. Most importantly, the market participants can now access all application on a single portal and do not have to remember multiple URL's, user names, passwords, etc. This would also ensure the user management discipline amongst the external users too. This definitely aims at having a cleaner process in place with limited overhead.

To highlight a few of the benefits:

1.    Control the implementation of password policy across all applications

2.    Have single credentials for all applications

3.    New user provisioning and de-provisioning encompassing all applications and services

4.    Reduction in user management calls at BSE help desk

5.    One portal for all available applications

Setting up Hybrid Cloud

Over the past two years, BSE had been investing efforts in the direction of moving towards adoption of cloud computing technologies. The Company has already set up the basic infrastructure for Hybrid Cloud. The typical hybrid cloud mix includes a blend of public cloud, private cloud and traditional IT services. Although the Company recognizes the huge opportunities of Cloud computing in IT infra arena, the move to Cloud is a journey, starting with small, manageable workloads and pick-up the speed as it gains confidence in the Cloud.

The Company has commenced delivering new and small scale workloads from new infrastructure on private Cloud. Existing less critical workloads are being migrated to the private cloud infrastructure in a phased manner.

The bigger picture of the Cloud initiative is to take advantage of the inherent benefits that Cloud computing offers, these are, reduced costs, high availability, business continuity capabilities and faster time to market.

The Company in parallel also engaged in assessing future technological challenges that may be required to adjust hybrid IT environment with its existing IT systems, applications, network and security.

Disaster Recovery site of India International Exchange - India INX

BSE was the first exchange to setup the country's first International Exchange at the International Financial Services Centre (“IFSC”), Gujarat International Finance-Tec City (“GIFT”), Gandhinagar. India INX became operational from January 16, 2017.

The trading and the peripheral systems have been setup in a high availability mode and is designed to run 22 trading hours a day. The daily beginning and end of day operations activities have been automated.

The Company during this year accomplished the setting up of the Disaster Recovery site of India INX. The site was made ready in two months' time and have already done multiple drills. This meets the regulatory and compliance requirement of Business Continuity plan.

Phasing out VSAT Network

It was observed over last several years that VSAT connectivity had become much slower as compared to other alternative connectivity methods such as Leased lines, MPLS, PoPs, Internet, etc. In addition, VSAT was also been found to of very high cost as compared to other connectivity alternatives. In view of high cost and slow speed, most market participants using VSATs had migrated to alternative connectivity methods. VSAT was mostly relegated to secondary or tertiary backup. Current framework of Closed User Group (CUG) had already increased cost of VSATs multi-fold for market participants and made connectivity commercially unviable for most of them. In view of this, BSE decided to phase out VSAT technology. Market participants have been migrated to MPLS connectivity. VSAT network has been shut down with effect from November 30, 2017.

GST implementation

The Company successfully implemented GST in the month of July 2017, as per the Government's direction. The new implementation was done across its billing and financial application. In GST, as base tax structure was undergoing a change, the impact of the change was on all the financial related process, necessitating careful approach using manual validations. The process eased out over a period of time and were automated.

Shift from Proprietary to Indigenous solutions 0 NEW HRMS

BSE and few of its group companies has been using proprietary Human Resource Management System (HRMS) to manage their HR related data and activities. As a technological initiative, it was decided to move to a home grown solution for the entire group. Office Manager, developed by BSE's IT arm Marketplace Technologies is designed to address the HR functions on all the fronts. Office Manager has already been rolled out in BSE and its group companies. Soon mobile application will be introduced for HRMS, to facilitate the users to have leave management, attendance records, expense management, etc., at their finger tip, and can be used from anywhere and everywhere within the Company portal.

Financial Accounting System

We have also commenced work on developing our in-house Financial Accounting System. The proprietary financial system is in the process of being transformed and migrated to a system that will be built by its IT team. This will result in cost reduction and remove dependency on third party vendor system.

Swift Service Bureau

Marketplace Technologies Pvt. Ltd., a wholly owned subsidiary of BSE Ltd., has recently tied up with Swift to act as its Service Bureau providing a gateway to standardized, cost-effective, robust and secured infrastructure to all market participants.

As the regulators are encouraging adoption of standardization to bring in operational efficiency in the securities market, the partnership is expected to provide easy access to industry players like AMCs, brokers/ dealers to connect via Swift network.

This will help participants to automate and standardize their communication including areas but not limited to investment account management, fixed income trade settlement and trade reporting, investment funds subscription and redemption which will bring operational efficiency and reduce risk.

BSE will provide shared services like Data Centre, Disaster Recovery, Security Operations, Systems Administration, Monitoring, Automation, etc. to this new project.

Swift Bureau was launched on November 10, 2017.

The first audit of the Bureau, conducted by Swift appointed Auditors, has been completed in the month of January 2018.

Unified Trading Interface

BOLTPLus on Web (BOW)

The Company has been continuously striving to remain abreast and reciprocate the market trading needs into its trading interface viz. BOLTPLus on Web (“BOW”). BOW has come of the age in terms of user experience and technology. BOW is now recognized as one of the powerful real time trading solutions, made available to all trading members free of cost.

During the year, many important enhancements were added in BOW, which were widely accepted and acknowledged. Major initiatives and improvements were in Risk management, introducing new avenues of trading segment & enhanced user interface.

Few of the noteworthy enhancements implemented in BOW during the year:

1.    Multiple Level Risk Management controls with higher flexibility at Mark to Market level (MTM)

2.    Flexibility to include, exclude realized and notional Profit and loss

3.    MTM based Auto Square off.

4.    Dynamic Change in Order entry fields and other books for commodity segment

5.    Options for commodity segment

6.    Cross Currency trading in currency segment

The BOW trading solution is been constantly upgraded on India's first International Exchange India INX at GIFT City.

BEST - BSE Electronic Smart Trader

The Company in association with Thomson Reuters launched a new trading interface BEST (BSE Electronic Smart Trader), a robust, state-of-the-art hosted trading solution built by Thomson Reuters, for BSE members and customers.

BEST trading platform brings greater scalability, convenience, speed and transparency to the users. This hosted trading platform is offered through various channels including dealers, investor exe and web.

BEST supplements the existing order routing platform BOW (Bolt+ On Web) to provide a single trading platform for BSE customers across multiple exchanges including BSE, NSE, MCX and NCDEX for a wide range of investment categories such as equity, equity derivatives, bonds, currency and commodities on a single terminal. The platform will help traders make informed investing decisions and manage risk, along with the benefit of speed and accuracy, thereby increasing the effectiveness of the transaction.

In a nutshell, both BOW and BEST are intuitive feature rich interface that facilitates end-users to trade from anywhere, anytime using internet, charts, portfolio views, and many more. For trading members it provides an effective tool to manage and control the risk, faster on-boarding of clients. The highpoint of BOW and BEST solution is its Cloud model, as a result trading members do not have to invest and manage hardware, software or incur any other license costs.

Quality Assurance and Automation

BSE is growing and spreading its wings in various products. This makes it necessary to ensure that the product launched by BSE has a Quality Standard which is accepted internationally. In order to achieve this, our Quality Assurance team focuses on the functionality testing as well as validates the International standards.

The time to market of a new functionality is also very crucial. The management has further invested in the Automation of the Test cases to help perform regression testing. Such automation ensures that previously developed and tested software still performs the same way after it is changed. It also helps in reducing the testing time as the manual tester needs to focus only on changes or functionalities which are new to the market.

With the adoption of Quality Assurance Process and Automation the Company is now comfortable to launch a fully tested product in a short span of time.

Application Release Management

In addition to the testing process, BSE has also invested in the process of Release Management. Release Management basically ensures that the right code has been migrated to the production serverin a fully automated manner.

The Company uses an open source release management tool and it has been customized as per the Company's process. In this process, the developers commit the code in the development branch and the release team takes over from there and ensures the same code is available in all servers. The release management tool also being the versioning tool, ensures sanctity of the code once committed. This is a major step, which ensures all the codes of all applications are been maintained and nothing is lost.

Implementation of Next Generation Cyber Security Operations Center 24*7 (“CSOC”)

With increase in cyber threats and attacks, cyber security is becoming more critical and established in the corporate structure. Constant enhancement in the Cyber Security Framework and Information Security Management System has been the Company's top priority.

Cyber Security risks essentially refer to the potential negative outcomes associated with cyber-attacks, which can be performed by individuals or groups with different motivations and levels of capabilities. A cyber-attack could produce devastating ripple effects affecting entire financial systems and the broader economy. As a result, this could affect the trust on which financial markets are built. Cyber-attacks could also cause market disruption by potentially leading to the disclosure of restricted and non-public confidential data.

About the Project - Next Generation Cyber security Operation Center:

- The project comprises of various cyber security technologies that work at end point, network, application and system level as a well-defined integrated and robust security framework.

- Also a 24*7 Cyber Security Operation monitoring with the help of latest niche Technologies.

- The project has brought more control in operational areas, monitoring area and thus facilitating in better information to the decision makers.

- This in turn is also bringing better governance and control based near real time data for mitigating Cyber Security threat.

- As a part of this project we have implemented niche and advanced cyber security solutions in a fully integrated manner. The details of some of the technologies implemented are as below:

1.    Privileged Identity Manager - Privileged identity management (PIM) is the monitoring and protection of privileged accounts in an organization's IT environments.

2.    Anti-Phishing Service - The solution provides deep insight into cybercrime trends and in-depth investigations into fraud methods and operations within the dark web. The service is designed to identify malware threats, respond to an attack when it occurs and minimize the threat by blocking end-user access to the attack's online resources. The service monitors all major app stores, social media sites to detect rogue apps or social media activity targeting an organization's customer base. It shuts down unauthorized apps, thereby reducing threats to organizations' reputation and financial losses.

3.    Website Anti Malware Service - Website Anti-malware service solution runs regular and on-demand scans for:

a.    Analysis of web page against identifiable malicious activity to enable easy clean-up of infections.

b.    Instant alerting identifying to enable fast malware removal.

c.    Anti-Malware scan helps website owners to assure visitors that the website is safe to be browsed. It protects web site traffic by avoiding blacklisting by browsers and search engines to ensure maximum availability of website to visitors.

4.    Unified Threat Management (“UTM”) - UTM Firewalls monitor the flow of traffic between networks and filter all network packets to determine whether or not to forward them towards their destinations.

5.    Network Intrusion Prevention - It is an independent platform that identifies intrusions by deploying sensors to capture network traffic and analyze the content of individual packets against known attack patterns of malicious traffic.

6.    Web Application Firewall - protects Web servers from malicious traffic and blocks attempts to compromise the system. It prevents targeted attacks that include crosssite scripting, SQL injection, forceful browsing, cookie poisoning and invalid input.

7.    Application Scanning - is the use of software, hardware, and procedural methods to protect applications from external threats. Different techniques are used to surface such security vulnerabilities at different stages of an applications lifecycle such design, development, deployment, upgrade, or maintenance.

Security application testing techniques scour for vulnerabilities or security holes in applications making use of static, dynamic and hybrid security testing.

8.    Security Information & Event Management (“SIEM”)

a.    Security information and event management is an approach to security management that seeks to provide a holistic view of an organization's Information Technology security.

b.    It deals with real-time monitoring, correlation of events, notifications and console views.

c.    It detects anomalies, uncovers advanced threats and removes false positives. It consolidates log events and network flow data from thousands of devices, endpoints and applications distributed throughout a network.

It then uses an advanced engine to normalize and correlate this data and identifies security offenses requiring investigation.

9.    Network Behavior Anomaly Detect & Forensics - This solution allows to retrace the step-by-step actions of a potential attacker, and quickly and easily conduct an in-depth forensics investigation of suspected malicious network security incidents.

a.    Retraces the step-by-step actions of cyber criminals to provide deep insights into the impact of intrusions and help prevent their reoccurrence.

b.    Reconstructs raw network data related to a security incident back into its original form for a greater understanding of the event.

c.    Integrates with Security Intelligence Platform and offers compatibility with many third-party packet capture offerings.

10.    Vulnerability Manager - Vulnerabilities scans are used to discover and report vulnerabilities in system against BSE baselines.

11.    Firewall Analyzer - Firewall Analyzer automates tasks such as firewall rule review, rule consolidation and optimizations. It also reports risks associated with a new rule before getting implemented.

12.    Database Activity Monitoring (“DAM”) - DAM is the observation of actions in a database. DAM tools enable us to monitor, capture and record database events in near-real time and provide alerts about policy violations. It is an important technology for protecting sensitive databases from external attacks by cybercriminals.

13.    Data Loss prevention (“DLP”) - DLP is a strategy for making sure that end users do not send sensitive or critical information outside the corporate network. Adoption of DLP is being driven by insider threats and by more rigorous state privacy laws, many of which have stringent data protection or access components. In addition to being able to monitor and control endpoint activities, DLP tools can also be used to filter data streams on the corporate network and protect data in motion.

14.    Network Access Control (“NAC”) - NAC is a solution that uses a set of rules to define and implement a policy that describes how to secure access to network when the machines initially attempt to access the network.

15.    Deception platform detects cyber-attacks like reconnaissance, spear phishing, lateral movement, stolen credentials and data theft. Deception technology considers the human attacker's point of view and methodology for exploiting and navigating networks to identify and exfiltrate data. It integrates with existing technologies to provide new visibility into the internal networks, share high probability alerts and threat intelligence with the existing infrastructure.

16.    Anti-Advance Persistent Threat (“APT”) & Endpoint Detection and Response (“EDR”) - Anti APT is an emerging technology that focuses on detecting, investigating, and mitigating suspicious activities and issues on hosts and endpoints. Anti-APT provides visibility into a variety of events, including: Application access and activity, Operating system activity, All data interactions (creation, modification, transmission, duplication, etc.) & User access to sensitive data Memory usage. EDR helps to combat APT and targeted attacks which Anti-malware and other endpoint solutions are usually unable to detect.

17.    Automated Intelligence (“AI”) and Machine Learning - AI enables BSE SOC services with advisory services based on cognitive analysis making use of Machine Learning techniques.

18.    Threat Analytics, Intelligence and Hunting - EDR is an emerging technology that focuses on detecting, investigating, and mitigating suspicious activities and issues on hosts and endpoints. EDR provides visibility into a variety of events, including: Application access and activity, Operating system activity, All data interactions (creation, modification, transmission, duplication, etc.) & User access to sensitive data Memory usage.

The project has transformed the overall maturity of cyber security posture of BSE in terms of cyber security readiness and threat mitigation capabilities.

Key Differentiators & USP of the Project:

-    Onboarding of all niche and advance technologies were done by a Big Bang approach by rolling out a single and comprehensive RFP.

-    Technologies were chosen to obtain maximum leverage of existing technologies landscape. This ensure optimize integration of all the technologies in the stack.

-    Advanced technologies like Anti APT for protection against latest malwares and ransomwares & mitigation of threats like zero day attack were implemented.

-    Niche Technologies like, User Behavioral Analysis, Anti APT, Deception technology, Real-time Forensics, etc. were also implemented.

-    Subscriptions to Multiple Global and local Cyber Threat intelligence feed.

-    The USP of Next Gen SOC is implementation of Cognitive Analysis and AI which Gain deeper insights by ingesting and understanding extensive data sources, including human generated data (for example, blogs, websites, research papers).

Awards & Recognition:

The BSE SOC Project is considered as a benchmark in cyber security space & information security community. It is considered as a role model for similar cyber security implementations.

- SKOCH AWARD - Best Cyber Security Project Award 2017 - GOLD

- TOP 100 CISO Awards May 2017

- INFOSEC MAESTROS Award April 2017

- The Cyber Security Leader of the Year Award 2017    from NASSCOM-DSCI

- Finnoviti Best Cyber Security Project Award 2018

- 5th Annual Dynamic CISO Excellence Award 2018

Foreign Exchange Earning and Outgo

The particulars of Foreign Exchange Earnings and outgo during the year under review are furnished hereunder:

Foreign Exchange Earning: ' 2,347 Lakh (Previous Year: ' 2,168 Lakh)

Foreign Exchange Outgo: Rs, 981 Lakh (Previous Year: Rs, 585 Lakh) HUMAN RESOURCES

Human Resources (“HR”) organizations that invest in human capital invest in the future. At BSE, the focus has been on making the right investments in human capital to take the Company and all its employees to the next level of competence and expertise. The Company has always believed that motivated employees are the core source of competitive advantage and hence there is continuous investments in training and development programs along with various other HR initiatives. The Company has aligned the compensation packages of management and successfully revamped many outdated HR policies to make benefits and compensation more transparent and employee-friendly. Also, the organizational structure of the Company has undergone significant restructuring to enhance accountability and efficiency with a view to aligning performance management and reward strategies. As of March 31, 2018, the Company had 385 officers and 118 staff level employees.

Human Capital

Recognizing the growing importance of talent in driving success of the organisation and changing dynamics of the business, we have built a talent pool of around 385 professionals in the officers category with an ideal mix of experience and youth. In addition to the 385 professionals, we also have 118 staff level employees.

Training & Development

We have carried out a comprehensive training need identification and analysis from the inputs drawn from individual annual appraisals and prepared a training calendar. The training calendar covers both the technical/ operational skills as well as behavioural/ soft skills. We have been using in-house and external resources to impart the required training as per the calendar. Knowledge updation of employees is also taken care of by regularly sending them for various public seminars and conferences. The in-house training for behavioural/ soft skills is imparted through our 100% subsidiary company, BSE Institute Limited and by the Human Resource Department. Eminent professionals from capital markets and industry also help our employees upgrade their skills in various sessions that happen periodically.

Particulars of Employees

In compliance with the requirements of Section 197 (12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Securities Contracts (Regulations) (Stock Exchanges and Clearing Corporations) Regulations, 2012, a statement containing details of employees is annexed as Annexure E.

DEPOSITS

The Company has not accepted any public deposits during the Financial Year ended on March 31, 2018 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Details of Deposits not in Compliance with the Requirements of the Act

Since the Company has not accepted any deposits during the Financial Year ended on March 31, 2018, there has been no non-compliance with the requirements of the Act.

GREEN INITIATIVE

The Company promotes green initiative by requesting members to register their email ids to save on the paper cost for sending annual reports and notices. Additionally the Company disseminates all agenda items of Board and Committee meetings electronically on a real time basis, by uploading them on a secured online application specifically designed for this purpose, thereby eliminating circulation of printed agenda papers.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub-section (5) of Section 134 of the Act, with respect to the Directors' Responsibility Statement, it is hereby confirmed that:

a.    in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b.    the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;

c.    the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d.    the directors had prepared the annual accounts on a going concern basis;

e.    the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f.    the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

OTHER DISCLOSURES Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT - 9 is annexed herewith as Annexure F.

Management Discussion & Analysis

In terms of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of this Annual Report.

Material Changes and Commitments Affecting the Financial Position of the Company

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of the report.

Change in the Nature of Business

The Company has not undergone any changes in the nature of the business during the Financial Year.

The details of Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company’s operation in future

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operation in future.

Frauds

No Fraud has been reported by the Auditors to the Audit Committee or the Board.

Corporate Governance

Pursuant to the SECC Regulations, Listing Regulations and the Act, report on Corporate Governance as at March 31, 2018, forms part of this Annual Report. A Certificate from Practicing Company Secretary, Mumbai confirming status of compliances of the conditions of Corporate Governance is annexed to this report.

Audit Committee Recommendations

During the year, all recommendations of Audit Committee were approved by the Board of Directors.

Secretarial Standards

The Company complies with the applicable Secretarial Standards issued by the ‘Institute of Company Secretaries of India'.

ACKNOWLEDGEMENTS

The Board thanks the Government of India, SEBI, RBI, Gift City Ltd., the Government of Maharashtra and other State Governments and various government agencies for their continued support, cooperation and advice.

The Board is grateful to the members of various committees constituted during the year.

The Board also acknowledges the support extended by trading members, issuers, investors in the capital market and other market intermediaries and associates.

The Board expresses sincere thanks to all its business associates, consultants, bankers, auditors, solicitors and lawyers for their continued partnership and confidence in the Company.

The Board wishes to thank all the employees for the exemplary dedication and excellence displayed in discharge of their duties for the Company.

Further, the Board expresses its gratitude to you as shareholders for the confidence reposed in the management of the Company.

                                                        For and on behalf of the Board of Directors

Date: May 4, 2018                           S. Ravi

Place: Mumbai                                 Chairman

 

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