BSE Ltd
Directors Reports
The Board of Directors ("Board") present the 18th
Annual Report of BSE Limited ("the Company" or "BSE" or
"Exchange") together with audited financial statements for the Financial Year
ended March 31, 2023.
1. STATE OF COMPANY'S AFFAIRS
A. FINANCIAL SUMMARY AND HIGHLIGHTS:
The financial performance for Financial Year ("FY") 2022-23
is summarised in the following table:
(' in Lakh)
| Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Total revenue |
74,239 |
72,402 |
95,394 |
86,353 |
| Total expenses |
50,479 |
46,292 |
70,591 |
60,045 |
| Profit before tax and share of profits of associates |
23,760 |
26,110 |
24,803 |
26,308 |
| Share of profits of associates |
- |
- |
4,923 |
6,418 |
| Profit before tax |
23,760 |
26,110 |
29,726 |
32,726 |
| Tax expenses |
7,069 |
6,598 |
9,161 |
8,233 |
| Net profit for the year |
16,691 |
19,512 |
20,565 |
24,493 |
| Net profit attributable to the Shareholders of the Company |
16,691 |
19,512 |
22,067 |
25,433 |
| Net profit attributable to the non-controlling interest |
- |
- |
(1,502) |
(940) |
| Other comprehensive income |
44 |
107 |
1,994 |
639 |
| Total comprehensive income for the year |
16,735 |
19,619 |
22,559 |
25,132 |
| Total comprehensive income attributable to the Shareholders
of the Company |
16,735 |
19,619 |
23,294 |
25,895 |
| Total comprehensive income attributable to the
non-controlling interest |
- |
- |
(735) |
(763) |
| Basic and diluted EPS (' |
12.15 |
14.20 |
16.06 |
18.51 |
I. Consolidated Results
The total income of the Company during FY 2022-23 on a consolidated
basis was ' 95,394 Lakh reflecting an increase of ' 9,041 Lakh (up by 10%) over previous
FY. However, the total expenses for the year were higher by ' 10,546 Lakh (up by 18 %) at
' 70,591 Lakh.
During the FY, the income was higher mainly due to increase in income
from securities services (up by 12%); income from corporate services (up by 1%); data
dissemination (up by 8%); income from training institute (up by 39%); income from sale of
software licenses, development, customisation & maintenance of software (up by 74%);
investments income (up by 12%) and other income (up by 27%). Increase in expenses are
mainly due to increase in employee benefits expense (up by 2%); computer technology
related expenses (up by 28%); administration and other expenses (up by 25%); depreciation
(up by 25%); finance cost (up by 24%) and liquidity enhancement scheme expenses (up by
4%).
The net profit after tax was lower by ' 3,928 Lakh (down by 16%) to '
20,565 Lakh as against ' 24,493 Lakh in the previous FY.
II. Standalone results
The total income of the Company during the FY 2022-23 on a standalone
basis was ' 74,239 Lakh reflecting an increase of ' 1,837 Lakh (up by 3%) over previous
FY. However, the total expenses for the year were higher by ' 4,187 Lakh (up by 9 %) at '
50,479 Lakh.
During the FY, the income was higher mainly due to increase in income
from Investments (up by 20%), other income (up by 28%), income from corporate services (up
by 2%) and data dissemination (up by 8%). Increase in expenses are mainly due to Increase
in computer technology expenses (up by 20%); administration and other expenses (up by 7%);
liquidity enhancement scheme (up by 5%); depreciation and amortisation expenses (up by
18%) and tax expenses (up by 7%).
The net profit after tax was lower by ' 2,821 Lakh (down by 14%) to '
16,691 Lakh as against ' 19,512 Lakh in the previous FY.
B. DIVIDEND
The Board of the Company, in its meeting held on May 11, 2023, has
recommended a final dividend of ' 12/- per equity share of the face value of ' 2/- each
fully paid up for the financial year ended March 31, 2023, subject to the approval of the
Shareholders at the Annual General Meeting (AGM).
The said dividend is in line with the Dividend Distribution Policy of
the Company.
The final dividend on equity shares for FY 2022-23, if approved, would
result in a cash outflow of approximately ' 16,490 Lakh, resulting in a pay out of 98.8%
of the standalone profits of the Company.
In view of the changes made under the Income-Tax Act, 1961, by the
Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the
hands of the Shareholders. The Company shall, accordingly, make the payment of the Final
Dividend after deduction of tax at source. For more clarity on deduction of tax, please
refer para on ‘Tax Deducted at Source ("TDS") on Dividend' as
mentioned in the notes to the Notice of 18th AGM.
Under Clause 5.3 of the BSE (Corporatisation and Demutualisation)
Scheme, 2005, the allotment of equity shares to 10 Trading Members of the erstwhile BSE
has been kept in abeyance for various reasons as on March 31, 2023. 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. Brief details about the shares
being kept in abeyance by the Company are given in ‘Share Capital' section.
C. TRANSFER TO RESERVES
The Company was not required to transfer any amount of profits to
general reserves for FY 2022-23 pursuant to provisions of Companies Act, 2013.
D. INVESTOR RELATIONS
The Company believes in leading from the front with emerging best
practices in investor relations and building a relationship of mutual understanding with
International and Domestic investors. To this end, the Company continuously strives for
excellence in its Investor Relations engagement with investors through physical, video and
audio meetings through structured conference-calls and periodic investor/analyst
interactions like one-on-one meetings, participation in investor conferences, quarterly
earnings calls, and analyst meet from time to time. The Company's leadership team,
including the Managing Director and Chief Executive Officer (MD & CEO), Chief
Financial Officer, and Chief Business Officer, spent significant time to interact with
investors to communicate the strategic direction of the business in a number of investors
meets organized by reputed Global and Domestic Broking Houses, during the previous
financial year. All the four quarterly earnings calls conducted during the year were also
well attended by investors and analysts. No unpublished price sensitive information is
discussed in these meetings. The Company ensures that critical information about the
Company is available to all the investors, by uploading all such information on the
Company's website.
2. MAJOR EVENTS OCCURRED DURING THE YEAR
A. MATERIAL CHANGES FROM END OF FINANCIAL YEAR TILL DATE OF REPORT
There are 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 this report.
B. CHANGE IN NATURE OF BUSINESS
During the FY 2022-23, there was no change in the nature of business of
the Company.
C. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS
During the Year following orders were passed
i. SEBI had passed an Order dated April 12, 2022, against BSE imposing
a penalty of ' 3 crores in the matter of supervision and inspection of Karvy Stock Broking
Ltd. BSE had filed an appeal before Hon'ble Securities Appellate Tribunal challenging
the SEBI's Order. The Hon'ble Securities Appellate Tribunal has stayed the said
Order vide its Order dated November 14, 2022, and the appeal is pending.
ii. SEBI had passed an Order dated July 29, 2022, against BSE imposing
a penalty of ' 3 lakhs for alleged violation of Regulation 38 (2) of Securities Contracts
(Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018. BSE had
challenged the said Order before Hon'ble Securities Appellate Tribunal by filing an
appeal. The Hon'ble Securities Appellate Tribunal, vide its Order dated January 30,
2023, has stayed the said SEBI Order and the appeal is pending.
3. SHARE CAPITAL
Pursuant to clause 5 of BSE (Corporatisation and Demutualisation)
Scheme, 2005 ("BSE Demutualisation Scheme") approved by Securities Exchange
Board of India ("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, decided for the purpose, 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 rights post consolidation of share capital stands
changed to 5,000 equity shares of face value ' 2/- per share. As on March 31, 2023,
entitlement of 10 Trading Members of erstwhile BSE, against their membership rights,
continue to remain in abeyance for various reasons. All corporate benefits including
dividend as may be declared by the Company from time to time on the shares which remain in
abeyance, are being provided for and would be payable on the allotment of these shares.
CHANGE IN PAID-UP SHARE CAPITAL Allotment of shares held in Abeyance:
During the FY 2022-2023, the Company allotted 1,95,000 equity shares of
face value of ' 2/- per share, along with the corporate benefits to one of the abeyance
case whose entitlement to shares was kept in abeyance pursuant to BSE Demutualisation
Scheme, to the bank account(s) of BSE.
4. INVESTOR EDUCATION AND PROTECTION FUND TRANSFER OF UNCLAIMED/UNPAID
DIVIDEND
Pursuant to the provisions of Section 124 of the Companies Act, 2013
("the Act") read with Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), and
relevant circulars and amendments thereto, the amount of dividend remaining unpaid or
unclaimed for a period of seven years from the date of transfer of such amount to Unpaid
Dividend Account, is required to be transferred to the Investor Education and Protection
Fund ("IEPF"), constituted by the Central Government.
The Company had, accordingly transferred the following amount to IEPF
during the year under review:
| Sr. Type of No. Dividend |
Dividend per share |
Date of Declaration |
Date of Transfer |
Amount
Transferred |
| 1. Final Dividend for FY 2014-15 |
' 5/- |
September 25, 2015 |
November 14, 2022 |
' 5,09,535/- |
| 2. Interim Dividend for FY 2015-16 |
' 3.50/- |
February 03, 2016 |
March 31, 2023 |
' 4,49,292/- |
TRANSFER OF SHARES
Pursuant to the provisions of IEPF Rules, all equity shares in respect
of which dividend has not been paid or claimed for last seven consecutive years shall be
transferred by the Company to the designated Demat Account of the IEPF Authority
("IEPF Account") within a period of thirty days of such shares becoming due to
be transferred.
Accordingly, 336 equity shares of ' 2/- each on which the dividend
remained unpaid or unclaimed for last seven consecutive years with reference to the due
date of October 27, 2022, were transferred during the FY 2022-23 to the IEPF Authority
after following the prescribed procedure.
Further, 933 equity shares of ' 2/- each on which the dividend remained
unpaid or unclaimed for last seven consecutive years with reference to the due date of
March 7, 2023, were transferred to IEPF Authority within prescribed timelines, after
following the prescribed procedure.
All equity shares in respect of which dividend has not been paid or
claimed for last seven consecutive years shall be transferred by the Company to IEPF
Authority in accordance with provisions of the Act and IEPF Rules made thereunder. Members
who have not encashed any of their dividends, which have not been transferred to IEPF
Authority, are advised to claim their dividends.
Any Shareholder whose dividend/shares are transferred to IEPF can claim
the shares by making an online application in Form IEPF-5 (available on www.iepf.gov.in).
DETAILS OF NODAL OFFICER
| Name : |
Shri Vishal Bhat, Company Secretary and
Compliance Officer |
| Email address : |
bse.shareholders@bseindia.com |
DETAILS OF THE RESULTANT BENEFITS ARISING OUT OF SHARES ALREADY
TRANSFERRED TO THE IEPF:
| Sr. Dividend No. |
Financial Year |
Cumulative No. of Shares |
Amount
(') |
| 1. Interim Dividend |
2017-18 |
225 |
1,125 |
| 2. Thirteenth Final Dividend |
2017-18 |
225 |
6,975 |
| 3. Interim Dividend |
2018-19 |
448 |
2,240 |
| 4. Fourteenth Final Dividend |
2018-19 |
448 |
11,200 |
| 5. Fifteenth Final Dividend |
2019-20 |
760 |
12,920 |
| 6. Sixteenth Final Dividend |
2020-21 |
1058 |
22,218 |
| 7. Bonus shares (2:1) |
2021-22 |
3060 |
--- |
| 8. Seventeenth Final Dividend |
2021-22 |
4590 |
59,285 |
Year wise amount of Unpaid/Unclaimed Dividend lying in the unpaid
account upto March 31, 2023, and the corresponding shares, which are liable to be
transferred to the IEPF, and the due dates for such transfer
| Sr ..' Date of declaration of Dividend
No. |
Number of Shareholders
against whom Dividend amount is unpaid |
Number of A shares against
whom Dividend amount is unpaid |
mount Unpaid as on March
31, 2023
(?) |
Due date of transfer of
Unpaid and Unclaimed Dividend to IEPF |
| 1 11th Final Dividend (FY 2015-16)
AGM held on June 24, 2016 |
295 |
1,09,141 |
4,36,564.00* |
July 24, 2023 |
| 2 Interim Dividend (FY 2016-17) Board Meeting
held on February 14, 2017 |
2,140 |
81,767 |
4,08,835.00 |
March 16, 2024 |
| 3 12th Final Dividend (FY 2016-17)
AGM held on September 4, 2017 |
2,233 |
80,899 |
18,60,677.00 |
October 5, 2024 |
| 4 Interim Dividend (FY 2017-18) Board Meeting
held on February 2, 2018 |
3,119 |
1,86,866 |
9,34,330.00 |
March 6, 2025 |
| 5 13th Final Dividend (FY 2017-18)
AGM held on August 2, 2018 |
2,208 |
84,727 |
26,26,537.00 |
September 3, 2025 |
| 6 Interim Dividend (FY 2018-19) Board Meeting
held on November 30, 2018 |
2,587 |
1,03,350 |
5,16,750.00 |
December 30, 2025 |
| 7 14th Final Dividend (FY 2018-19)
AGM held on July 15, 2019 |
1,900 |
71,083 |
17,77,075.00 |
August 18, 2026 |
| 8 15th Final Dividend (FY 2019-20)
AGM held on July 30, 2020 |
2,061 |
99,208 |
15,38,422.00 |
August 30, 2027 |
| 9 16th Final Dividend (FY 2020-21)
AGM held on August 24, 2021 |
2,244 |
1,44,033 |
27,42,925.00 |
September 23, 2028 |
| 10 17th Final Dividend (FY 2021-22)
AGM held on July 14, 2022 |
2,886 |
2,10,957 |
27,05,706.50 |
August 16, 2029 |
*The unclaimed and unpaid amount as on the due date will be transferred
within 30 days
5. MANAGEMENT
A. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The current strength of Board of the Company is nine. Being a Stock
Exchange, the Board comprises of seven Public Interest Directors ("PIDs"), one
Shareholder Director/Non-Independent Director and one Managing Director (considered as the
Shareholder Director/ Non-Independent Director).
CHANGES DURING THE YEAR APPOINTMENT/RE-APPOINTMENT
Based on internal and external performance evaluation, recommendation
of Nomination and Remuneration Committee ("NRC") and Board of Directors of the
Company, SEBI had approved re-appointment of Sushri Jayshree Vyas for second term w.e.f.
April 25, 2022, as PID of the Company.
Shri T. C. Suseel Kumar, Shareholder Director/ Non-Independent Director
was liable to retire by rotation and being eligible, was re-appointed at the 17th
Annual General Meeting ("AGM") held on July 14, 2022, and the same was approved
by SEBI. Shri T. C. Suseel Kumar, liable to retire by rotation, has offered himself for
re-appointment at the 18th AGM.
Based on the recommendation of NRC, Board of Directors and approval of
SEBI, Prof. Subhasis Chaudhuri and Justice Shiavax Jal Vazifdar were appointed as PIDs for
a period of three years w.e.f. May 19, 2022, and Dr. Padmini Srinivasan as PID for a
period of three years w.e.f. February 14, 2023.
SEBI approved the appointment of Shri Sundararaman Ramamurthy as
Managing Director and CEO (MD & CEO) of the Company on November 28, 2022. NRC and
Board of Directors approved his appointment along with other terms and conditions
including remuneration, with effect from his joining the office for a period of 5 years or
till he attains the age of 65, whichever is earlier. Shri Sundararaman Ramamurthy assumed
the office as MD & CEO of the Company w.e.f., January 4, 2023. Subsequently,
Shareholders ratified his appointment along with other terms and conditions including
remuneration through Postal Ballot on January 16, 2023.
Cessation/Resignation
Justice Vikramajit Sen, PID & Chairman; and Shri Sumit Bose, PID
completed their second term w.e.f. the closure of working hours of May 18, 2022.
Shri Ashishkumar Chauhan, resigned as Managing Director and CEO w.e.f.
the closure of working hours of July 25, 2022.
B. DECLARATIONS BY PUBLIC INTEREST DIRECTORS
The Company has received declarations from all the PIDs, under Section
149(7) of the Act that they have met the criteria of independence as laid down under
Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (Listing Regulations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). Further, all
PIDs have also given the declarations that they satisfy "fit and proper"
criteria as stipulated under Regulation 20 of Securities Contracts (Regulation) (Stock
Exchanges and Clearing Corporations) Regulations, 2018 ("SECC Regulations"). All
PIDs have also complied with Code for Independent Directors prescribed in Schedule IV to
the Act. They have also given their annual affirmation on compliance with the Code of
Conduct for the Board of Directors and Senior Management of the Company.
Further, there has been no change in the circumstances affecting their
status as PIDs of the Company.
C. DECLARATION BY THE COMPANY
None of the Directors of the Company are disqualified for being
appointed as Directors as specified in Section 164 (2) of the Act read with Rule 14 of
Companies (Appointment and Qualifications of Directors) Rules, 2014.
D. MEETINGS OF THE BOARD
During the FY 2022-23, ten meetings of the Board of Directors were
held. The details of meetings of the Board, are provided in the Corporate Governance
Report forming part of this Annual Report.
Separate meetings of the PIDs were held on May 10, 2022, August 2,
2022, November 7, 2022, and February 7, 2023.
E. BOARD COMMITTEES
The Board has constituted various Committees in accordance with the
provisions of the Act, Listing Regulations and SECC Regulations. The Board has also
constituted various voluntary Committees comprising of Board members.
The details pertaining to composition, terms of reference, meetings
held and attendance thereat of Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship/Share Allotment Committee, Risk Management Committee and
Corporate Social Responsibility & Environment, Social, Governance Committee for the
year have been enumerated in Corporate Governance Report forming part of this Annual
Report.
F. AUDIT COMMITTEE RECOMMENDATIONS
All recommendations of Audit Committee were accepted by the Board of
Directors during the year.
G. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS
Pursuant to the provisions of the Act, Listing Regulations, SECC
Regulations read with SEBI guidance note dated January 5, 2017, and SEBI circular dated
February 5, 2019 on performance review of Public Interest Directors, Performance of the
Board and Board Committees was evaluated on various parameters such as composition,
diversity, experience, corporate governance competencies, performance of specific duties
and obligations, quality of decision-making and overall Board effectiveness. Performance
of individual Directors & Independent External Persons was evaluated on parameters,
such as meeting attendance, participation and contribution, engagement with colleagues on
the Board, responsibility towards stakeholders and independent judgement. All the
Directors were subjected to peer-evaluation.
All the Directors participated in the evaluation process. The results
of evaluation were discussed in the Board meeting held in the month of May 2023. The Board
discussed the performance evaluation reports of the Board, Board Committees, Individual
Directors and Independent External Persons and noted the suggestions/inputs of the
Directors. Recommendations arising from this entire process was deliberated upon by the
Board to augment its effectiveness and optimize individual strengths of the Directors.
The detailed procedure followed for the performance evaluation of the
Board, Committees and individual Directors & Independent External Persons is
enumerated in the Corporate Governance Report forming part of this Annual Report.
H. REMUNERATION OF DIRECTORS AND 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 SECC Regulations, a statement containing the remuneration details of Directors
and employees is annexed as Annexure A.
I. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Act, with respect to the
Directors' Responsibility Statement, it is hereby confirmed that:
a) In the preparation of the annual accounts for the financial year
ended March 31, 2023, the applicable Accounting Standards had been followed along with
proper explanation relating to material departures for the same;
b) The Directors have 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 as at March 31,2023
and of the profit of the Company for the financial year ended March 31,2023;
c) The Directors have 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 have prepared the annual accounts on a going concern
basis;
e) The Directors have 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 have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
J. 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, 2023, based
on the criteria established in the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) Internal Control - Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission in 2013.
K. COMPLIANCE WITH SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2
The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards ("SS") issued by the
Institute of Company Secretaries of India and that such systems are adequate and operating
effectively. During the year under review, the Company complied with the Secretarial
Standards i.e., SS-1 and SS- 2, relating to "Meetings of the Board of Directors"
and "General Meetings", respectively.
L. IMPLEMENTATION OF CORPORATE ACTION
During the year under review, the Company has complied with the
specified time limit for implementation of Corporate Actions.
M. ANNUAL RETURN
Annual Return in Form MGT - 7 is available on the website of the
Company at www.bseindia.com/static/investor relations/annualreport.html.
6. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
Details of subsidiaries / associates of the Company are provided in
notes to financial statements.
BSE Sammaan CSR Limited, wholly owned Subsidiary of the Company was
liquidated w.e.f November 22, 2022.
Pursuant to the provisions of Section 129(3) of the Act, a statement
containing the salient features of financial statements of the Company's
subsidiaries, associates & joint ventures in Form AOC-1 is attached to the financial
statements of the Company.
Further, pursuant to the provisions of Section 136 of the Act, the
standalone and consolidated financial statements of the Company, along with relevant
documents and separate audited financial statements in respect of subsidiaries, are
available on the website of the Company at www.bseindia.com/static/investor
relations/annualreport.html.
7. PUBLIC DEPOSITS
The Company has not accepted any public deposits during the financial
year ended March 31, 2023, and as such, no amount of principal or interest on public
deposits was outstanding as on the date of the balance sheet.
8. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Particulars of investments made by the Company are provided in Note
Nos. 7, 8 & 9 of the Notes to the Standalone Financial Statements.
The Company has not provided any guarantee or security to any person or
entity and has not made any loans and advances in the nature of loans to firms / companies
in which directors of the Company are interested.
9. AUDITORS
A. STATUTORY AUDIT AND STATUTORY AUDITOR'S REPORT
M/s S.R. Batliboi & Co. LLP, Chartered Accountants (Firm
Registration No. 301003E/E300005), Mumbai, were re-appointed as Statutory Auditor of the
Company for a term of five years till conclusion of 22nd Twenty Second AGM.
Statutory Auditor's Report
The Statutory Auditor's report dated May 11, 2023, on the
financial statements of the Company for FY 2022-23 is unmodified and does not have any
reservations, qualifications, or adverse remarks.
Details in respect of frauds reported by auditors
No fraud has been reported by the Auditors to the Audit Committee or
the Board.
B. SECRETARIAL AUDIT AND SECRETARIAL AUDITOR'S REPORT
The Board appointed M/s Dhrumil M. Shah & Co., LLP, Practicing
Company Secretaries (CP No.: 8978/ FCS No.: 8021) to conduct Secretarial Audit of the
Company for FY 2022-23.
The Secretarial Auditor's report for the year ended March 31,
2023, as provided by M/s Dhrumil M. Shah & Co., Practicing Company Secretaries is
enclosed as Annexure B.
The Secretarial Auditor's report does not contain any
qualifications, reservations or adverse remarks.
C. INTERNAL AUDITOR
Internal Audit for the year ended March 31, 2023, was conducted by M/s
S. Panse & Co. LLP and Internal Audit reports were placed before the Audit Committee
and Board of Directors at periodic intervals.
D. COST RECORDS AND COST AUDIT
Maintenance of cost records and requirement of Cost Audit as prescribed
under the provisions of Section 148(1) of the Act, are not applicable for the business
activities carried out by the Company.
10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
A. CONSERVATION OF ENERGY
I. The steps taken and their impact on conservation of energy:
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. We have installed motion sensors in
certain areas thereby automatically switching off the lights when not in use. Our offices
are painted in brighter colours 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. We have replaced few AHU coils which has
resulted in increase in efficiency and energy savings.
II. The steps taken by the Company for utilising alternate sources of
energy:
Our building has 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:
No capital investment was made on energy conservation equipment in the
FY 2022-2023.
B. TECHNOLOGY ABSORPTION
BSE has emerged as a cornerstone of India's financial landscape,
fostering economic growth, and attracting investments both domestically and
internationally. In an era defined by rapid technological advancements, BSE has
continuously adapted to the changing landscape, harnessing the power of technology to
drive innovation, enhance operational efficiency, and ensure market stability. This annual
report aims to highlight the pivotal role technology has played in BSE's growth and
resilience.
I. Advanced Trading Infrastructure:
BSE's cutting-edge trading infrastructure has been instrumental in
facilitating seamless and efficient trading activities. The exchange has invested
significantly in high-performance servers, state-of-the- art networks, and robust data
centers to ensure ultra-low latency, high availability, and resilience. BSE has also
increased its co-location data centre capacity to service more customers.
BSE further enhanced Business Continuity posture by creating a Near
Disaster Recovery Site and implemented zero data loss architecture.
II. Strengthening Risk Management:
With the aim of ensuring market integrity and stability, BSE has
prioritized the development and implementation of robust risk management systems.
Sophisticated technological solutions, including real-time surveillance systems,
algorithmic monitoring, and anomaly detection mechanisms, have been deployed to detect and
prevent market manipulation, fraud, and irregularities. BSE's strong risk management
framework has bolstered investor confidence and fostered a safe and secure trading
environment.
To further enhance the Business Continuity of the Risk Management
System of the Clearing Corporation (CC), the regulator suggested to build temporary
portability of Risk management system. In case of a software failure and in case when the
backup plan of switching to Disaster Recovery (DR) site is also not working, this
temporary portability will help. This model of portability of risk management system is
denoted as SaaS, whereby software as a service and redundancy is provided to one CC by the
other BSE has provided a SaaS setup to the other CC where BSE has provided its software
(Risk Management) on the hardware and data centre provided by the other CC.
III. Agility in DR operations
When it comes to BCP/DR the Company's regulator had been very
proactive in setting improved guidelines on a regular basis. This year the regulator had
established a series of joint exercise between all Mil's where multiple coordinated
intraday switchovers were performed.
The purpose of these coordinated exercise was to prepare all Mils as
well as market participants to be agile in its operations in case a DR switchover was
triggered by any Mil during Live trading. Several scenarios were tested during these
mocks. Some of these were:
1. All exchanges switching to DR at the same time
2. Exchange at DR and Clearing Corporation at PR
3. Graceful and non-graceful shutdown at PR
4. Creation of data loss scenarios and recovering missing data at DR
5. Interop data verification and recovery
6. Maintaining the prescribed RTO and RPO
The Company was able to consistently showcase its ability switchover
with prescribed RTO and RPO. It was also able to recover missing data during non-graceful
shutdowns. Overall, the Company was able to perform all the mandated tests successfully.
IV. Technology upgrades in StarMF platform
The Company had been continuously in the process of technically and
functionally upgrading its products. This year the Company's mutual fund platform
StarMF has undergone major updates to keep up its competitive edge in the market.
The Company has updated its database to its latest version and in the
process has enhanced its high availability. Business logic-based alerts have been
incorporated and a dedicated team is now monitoring these alerts. These alerts can help
identify if there is any delay or fundamental issues in the path of a successful execution
of a transaction. This helps the Company take pro-active steps to rectify the issue before
it impacts the market.
The Company has moved its mobility app technology from Native to
Flutter. This will bring efficiency, consistency and improve time to market. The Company
has also provided bank integrations, new API's and other functionalities to its
members.
C. CYBER SECURITY TECHNOLOGY ABSORPTION AND CERTIFICATION
Information and Cyber Security threats are ever growing, and new threat
vectors are ever evolving. To ensure BSE's information assets are resilient to such
information and cyber security threats, The 24X7 Next Generation Information and Cyber
Security Operation Centre (SOC) has undergone a technology refresh and following major
technologies were implemented.
I. Technology for Governance, Risk and Compliance (GRC)
GRC technology will enable the seamless and systematic tracking and
reporting of internal audits, risks and regulatory compliances.
II. Secure Access Service Edge (SASE)
Conventional security measures presumed that applications and users
would be inside the network perimeter, which is no longer true, as with the adoption of
cloud-based solutions such as Office 365. The corporate data is moving to the cloud,
employees are working remotely and from sustenance, cost, and management point of view the
cloud is becoming more suitable for business opportunities. Due to this, the traditional
network perimeter is dissolving and new models for access control, data protection, and
threat protection has become necessary. To meet this, SASE framework-based technology
helps us to unify networking and security services to protect users, applications, and
data wherever it moves.
III. SOAR (Security Orchestration, Automation and Response)
It is used to step-up the company's Cyber security operation
centres response capability by enabling orchestration and automation by combining SIEM and
other technologies. It helps to reduce the turnaround time on security alerts and enables
cyber security analysts to act on alerts quickly through defined cyber security alert
playbooks.
IV. Technology for Phishing Simulation and Employee awareness training
Humans are considered one of the weakest and most vulnerable links in
Information and Cybersecurity. It is important to ensure continuous awareness, training,
and assessment of human aspect for strong cybersecurity. The company is already conducting
periodic cybersecurity training and assessment exercises for employees. With phishing
simulation and Learning Management System (LMS) based training, awareness, and assessment
technology, it will help to cover all employees and ensure each employee and vendors who
are working at the company premises are going through the assigned trainings and clear the
assessments.
V. Key Management Solution using HSM based security
Company ensured that its database systems are secured and encrypted. To
ensure the encryption keys are maintained and rotated periodically, the company has
deployed Key Management solution with HSM module to securely store the master keys and
rotate the keys.
VI. Threat Intel Platform, External Risk Exposures and Brand Monitoring
Service
To ensure continues digital risk assessment and mitigation of possible
threats to the company, the company has subscribed for services which provides external
threat intel for cyber threats where the threats are discovered by research and threat
intel provider companies. Brand monitoring services to discover the threats pertaining to
company's information assets and to avoid the misuse of company's digital assets
and brand name. Surface and Dark web monitoring to identify possible and related cyber
threats or exposures being planned or surfaced for the company.
VII. Certification
The Company has successfully cleared the Information Security
Management System ISO 27001:2013 and Business Continuity Management System ISO 22301:2012
certifications and surveillance audits for year 2022 - 23.
Awards & Recognition:
The continuous efforts to remain abreast of technology advancements,
its adoption and implementation has been recognised by the industry and different forums.
These recognitions were felicitated with the below mentioned prestigious awards during the
year.
• Excellence in DATA ANALYTICS & INSIGHTS by The Centre for
Digital Transformation (CDT) (December 13, 2022)
• CEO's Choice Award, SKOCH Group (December 19, 2022)
• ‘India Risk Management Awards Season 9' in the
specialized category of ‘Cyber Security Risk Management' by CNBC-TV18 and ICICI
Lombard
• ‘Enterprise Security' in the ‘5th
Edition of BFSI Technology Conclave & Awards' by The Indian Express Group
• DSCI Excellence awards 2022-Best Security Practices in Critical
Information Infrastructure
Conclusion:
BSE's relentless pursuit of technological innovation has enabled
it to navigate challenges, drive growth, and provide a resilient marketplace for
investors. By leveraging advanced trading infrastructure, implementing cutting-edge
trading platforms, strengthening risk management, efficient disaster recovery and
prioritizing cybersecurity, BSE has consistently raised the bar for market excellence. As
the financial landscape continues to evolve, BSE remains committed to harnessing
technology's transformative power to drive sustainable growth and foster investor
confidence in the Indian capital markets.
1. DISCLOSURES
i. The efforts made towards technology absorption:
The Company continued with passion looking for path-breaking
technologies & adopt them. The year has been challenging and appealing for the
Company's technology team to continue its journey in exploring and implementation of
newer technologies, however, the Company's technology team was successful in
implementing them as planned.
The Company has taken the lead for implementation of;
• Upgradation and enhancements in infrastructure
• Implementation of newer technologies
• Enhancing the security posture across infrastructure and
applications
• Improvising the operational capabilities & high availability
• Effective utilisation is made of available indigenous technology
team expertise and develop home grown applications.
Needless to mention, the efforts put in by the Company reasserts that
it is the fastest Exchange of the World. All departments within the Company are equipped
with tech-enabled solutions and applications to deliver best of the services to all its
customers.
ii. The benefits derived like product improvement, cost reduction,
product development or import substitution:
The IT strategy and approach adopted by the Company has ensured
uninterrupted services and trading facility. The Company thrives to remain competitive and
has provided best in class products and services to all its market participants. The
market participants are the beneficiaries of technology upgrade and newer rollouts made by
the Company during the year. The Company's technology offerings are built as a
service model, thereby reducing the cost for its market participants.
iii. In case of imported technology (imported during the last three
years reckoned from the beginning of the financial year) - Not Applicable
a) the details of technology imported - Not Applicable
b) the year of import - Not Applicable
c) whether the technology been fully absorbed - Not Applicable
d) if not fully absorbed, areas where absorption has not taken place,
and the reasons thereof - Not Applicable
iv. The expenditure incurred on Research and Development - Not
Applicable
D. FOREIGN EXCHANGE EARNING AND OUTGO
The particulars of Foreign Exchange Earnings and outgo during the year
under review are furnished hereunder:
Foreign Exchange Earning: ' 3,793 Lakh (Previous Year: ' 3,110 Lakh)
KEY COMPONENTS OF BSE'S RISK MANAGEMENT FRAMEWORK
Foreign Exchange Outgo: ' 297 Lakh (Previous Year: ' 163 Lakh)
11. RISK MANAGEMENT AND COMPLIANCE
Risk Management is one of the critical elements of operating framework
at BSE. Enterprise Risk Management ("ERM") framework encompasses practices
relating to the identification, evaluation, mitigation and monitoring of strategic,
operational, financial, compliance risks and emerging risks to achieve key business
objectives, and to minimise the adverse impact of risks.
The Board of Directors of the Company has constituted a Risk Management
Committee ("RMC") to oversee the ERM Framework, risk mitigation, monitoring the
risk management plan and ensuring its effectiveness. The Audit Committee has additional
oversight in the area of financial risks and controls.
BSE's Management identifies key risks (existing as well as
emerging) and prioritises the mitigation actions based on the potential adverse impact on
operations and/or shareholder value. As the Exchange operates in a dynamic environment,
these risks are reviewed regularly and assessed for their potential impact/ exposure.
Every quarter, a detailed update on ERM is presented and deliberated upon in the meetings
of the RMC of the Board.
OVERVIEW
Risk Management is an enterprise-wide function at BSE which covers
major business and functional objectives including Strategy, Operations, Technology and
Compliance. The ERM of BSE stipulates the risk management framework of the company and
principles adopted by the company for the achievement of business objectives through risk
identification, evaluation, monitoring and minimisation of identifiable risks and improved
resiliency towards unknown risks.
The Key Roles and responsibility regarding risk management in the
Company are summarized as follows:
| Level |
Key roles and responsibility |
| Risk Management Committee |
S Comprises of six Directors and one Independent
External Expert : |
|
• Shri David Wright, Chairman |
|
• Shri S. S. Mundra - Member |
|
• Shri Umakant Jayaram - Member |
|
• Sushri Jayshree Vyas - Member |
|
• Justice Shiavax Jal Vazifdar - Member |
|
• Prof. Subhasis Chaudhuri - Member |
|
• Shri Ramabhadran S. Thirumalai - Independent External
Expert |
|
S To formulate a detailed risk management policy. |
|
S To ensure that appropriate methodology, processes
and systems are in place to monitor and evaluate risks associated with the business of the
Company. |
|
S To monitor and oversee implementation of the risk
management policy, including evaluating the adequacy of risk management systems. |
|
S To periodically review the risk management policy. |
|
S To keep the board of directors informed about the
nature and content of its discussions, recommendations and actions to be taken. |
|
S To review the Annual plan for Risk Management
Presentations by various departments. |
|
S To review the action taken report of Risk Management
committee meetings. |
| Role of Risk and Control Owners |
s' Risk and Control Owners monitor their areas for new
risks/events or assess changes in risk exposure. |
|
S Implementing prescribed risk mitigation actions and
Risk Management measures. |
|
S Reviewing the effectiveness of Risk Management
Process. |
| Chief Risk Officer |
S Be part of the ERM Framework design process to have
understanding of the framework from its inception. |
|
S Assess the risk framework i.e., operationalized in
terms of its effectiveness and the method of risk updation and testing. |
|
S Ensure any key risk with immediate impact or
developing risk situation is escalated to right authority without delay and mitigation
plan is put in place. |
|
S Ensure all key risks are reported to Risk Committee
to ensure full disclosure. |
|
S Identifying and putting emphasis on the potential
impact of weaknesses in the risk management system. |
RISK CATEGORIES
The Company's risk management framework is broadly categorized as
risk vectors pertaining to (a) Business, (b) Technology & Cyber Security, (c) People
(d) Regulatory and Compliance, (e) Reputation, (f) Fraud, (g) Operations, (h) Finance (i)
Physical and Infrastructure and (j) Environmental Social and Governance (ESG).
RISK MANAGEMENT PROCEDURE Risk Identification
The risk identification involves identifying, recognizing, and
describing risks that obstruct the attainment of the strategic and business goals of the
organisation. BSE has in place, the system and measures to identify high- level risks
related to operational, technological, regulatory and compliance, reputational,
infrastructural, environmental and Strategic, etc. aspects of the organisation.
Risk Assessment
Each risk is assessed for impact (materiality of the risk if it occurs)
and likelihood (at an agreed level of impact, the probability of the event taking place).
This shall provide the inherent risk of the particular risk activity. Based on the impact
and likelihood the risk exposure is categorized into categories based on defined matrix.
Residual Risk is derived after assessing the impact of the mitigation
plan.
Risk Mitigation Measures
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 advice and insights to the mitigation teams.
The management along with risk and control owners remain vigilant in
mitigating the risks that may come with changes in internal and external environment.
Risk Reporting
The top risk from the risk registers, its mitigation plans, periodic
review of processes and new risks emanating from such reviews, a detailed update on ERM is
presented and deliberated upon in the meetings of the RMC on a quarterly basis.
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 Risk Officer, 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 function:
a) Reviewed Technology, Information security risks including
cyberattacks and threat intelligence and continue to monitor the progress of mitigation
actions, Update on vulnerabilities assessment penetrations testing etc. In addition to
this, mitigation plan is executed for data access, its preservation and monitoring
measures for internal users is implemented.
b) Reviewed the Environmental, Social and Governance related
initiatives and the roadmap for BSE's ESG framework.
c) Reviewed people related risk areas like medical insurance coverage,
tracking of employee health report related to COVID - 19 and vaccination status, review of
attrition count, vacant positions, and analysis of exit interviews of the junior
management, comparison with peers and steps to make BSE as a preferred employer.
d) Reviewed the operational and compliance related risk areas like
adequacy of Insurance coverage, fund shortage, margin adequacy, settlement delays and
member defaults, effectiveness of collateral application, review of listed companies
related litigation matters etc.
e) Reviewed key operational risks and actions based on inputs from
internal risk register, external assessment, internal audit findings and incidents.
f) Monitoring by regulatory department, the key developments in the
regulatory environment.
Due to the inherent risks in the Company's business activities, it
is vital that BSE keeps improving risk management practices to strengthen the organisation
through informed strategic and business decisions.
BSE's strategic vision for the ERM function is to embed ERM across
processes, business strategy and key decision making to add significant and strategic
organisational value.
12. COMPANY'S POLICIES
A. POLICY ON NOMINATION AND REMUNERATION
The Company's policy on Nomination and Remuneration includes
criteria for determining qualifications, positive attributes and independence of a
Director.
The Nomination and Remuneration Policy of the Company is performance
driven and is designed to motivate employees, recognize their achievements and promote
excellence in performance.
The Policy provides guidance on:
(1) Selection and nomination of Directors to the Board of the Company;
(2) Appointment of the Senior Management Personnel of the Company; and
(3) Remuneration of Directors, Key Managerial Personnel and other
employees.
The said policy is available on the website of the Company at
https://www. bseindia.com/downloads1/nrcpolicy.pdf
B. POLICY ON CORPORATE SOCIAL RESPONSIBILITY ("CSR")
The Company has constituted a CSR Committee in accordance with Section
135 of the Act.
The Annual Report on CSR activities as per the Companies (Corporate
Social Responsibility Policy) Rules, 2014 has been annexed to this Report as Annexure C.
The Company primarily works through BSE CSR Integrated Foundation
towards supporting the projects in the areas of health, sanitation, technology incubators,
eradicating hunger & poverty and various sectors covered under Schedule VII of the
Act.
The CSR policy is available on the website of the Company at
https://www. bseindia.com/downloads1/Corporate Social Responsibility Policy.pdf
C. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has formulated a Vigil Mechanism / Whistle Blower Policy
pursuant to Regulation 22 of the Listing Regulations and Section 177(10) of the Act,
enabling stakeholders to report any concern of unethical behaviour, suspected fraud or
violation.
The said policy inter alia provides safeguard against victimization of
the Whistle Blower. Stakeholders including Directors and Employees have access to the
Managing Director & CEO and Chairperson of the Audit Committee.
During the year under review, no stakeholder was denied access to the
Chairperson of the Audit Committee.
The said policy is available on the website of the company at
https://www. bseindia.com/downloads1/Whistle Blower policy.pdf
D. POLICY ON RELATED PARTY TRANSACTIONS
All Related Party Transactions ("RPT") that were entered
during the financial year were on arm's length basis and in the ordinary course of
business and were in compliance with the applicable provisions of the Act and the Listing
Regulations. There were no materially significant RPTs transacted by the Company during
the year that required Shareholders' approval under Regulation 23 of the Listing
Regulations. None of the transactions with related parties fell under the scope of Section
188(1) of the Act. The disclosure of related party transactions as required under Section
134(3) (h) of the Act in Form AOC-2 is not applicable to the Company for FY 202223 and
hence does not form part of this report.
The Policy on RPT is available on the website of the company at
https://
www.bseindia.com/downloads1/13b0fdbf-fa4e-4b4d-9d9b-
bedade5e70c2.pdf
E. POLICY ON MATERIAL SUBSIDIARY
As required under Regulation 16(1)(c) of Listing Regulations, the
Company has formulated and adopted a policy for determining Material Subsidiaries.
For FY 2022-23, Indian Clearing Corporation Limited ("ICCL")
is the material subsidiary of the Company. As per Regulation 24A of Listing Regulations,
the Secretarial Audit Report of ICCL is annexed as Annexure D.
The policy on Material Subsidiary is available on the website of the
company at https://www.bseindia.com/downloads1/Policy on Material Subsidiaries.pdf
F. INSIDER TRADING REGULATIONS
Pursuant to the provisions of SEBI (Prohibition of Insider Trading)
Regulations, 2015 (as amended from time to time), the Company has formulated a Code of
Conduct for Prevention of Insider Trading ("Insider Trading Code") and Code of
Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information
("UPSI").
The Code of Practices and Procedures for fair disclosure of UPSI is
available on the website of the company at https://www.bseindia.com/ downloads1/Code of
fair disclosure of UPSI.pdf
G. DIVIDEND DISTRIBUTION POLICY
The Dividend Distribution Policy containing the requirements of
Regulation 43A of Listing Regulations is annexed as Annexure E and is also
available on the website of the company at https://www.bseindia.com/ downloads1/BSE
Dividend Distribution Policy.pdf
13. DISCLOSURE AS REQUIRED UNDER 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
(POSH) at Workplace which aims at prevention of harassment of employees and lays down the
guidelines for identification, reporting and prevention of undesired behaviour. An
Internal Complaints Committee ("ICC") is already in place wherein the senior
management (with women employees constituting the majority) personnel are its members. The
ICC is responsible for redressal of complaints related to sexual harassment and follows
the guidelines provided in the Policy.
The Company had conducted a workshop on POSH which was attended by all
the employees. During the financial year ended March 31,2023, no complaints pertaining to
sexual harassment have been received.
14. RESOURCES COMMITTED TOWARDS STRENGTHENING REGULATORY FUNCTIONS AND
TOWARDS ENSURING COMPLIANCE WITH APPLICABLE REGULATORY REQUIREMENTS
The Company being a recognised Stock Exchange is governed by SEBI. The
Company ensures compliances with various regulations and guidelines issued by SEBI from
time to time and strives to implement the best governance practices.
During the year under review, the Company's regulatory division
comprised of departments, handling various critical aspects of regulatory compliances, as
under:
A. Listing Compliance
B. Member Compliance
C. Surveillance
D. Inspection
E. Investor Services
F. Financial Surveillance
G. Legal Regulatory
H. Regulatory Correspondence
I. Compliance monitoring and corporate relations
There are 155 resources in these functions at various designations.
Each such function is reported to the Chief Regulatory Officer, who in turn reports to the
Managing Director & CEO and Regulatory Oversight Committee.
The Company has ensured to make disclosures of various mandatory
regulatory requirements along with reporting of the same to various regulatory authorities
in addition to informing the same to the Board of Directors and respective Committee.
For the financial year ending on March 31,2023, BSE incurred direct and
indirect expenses amounting to ' 2,176.01 Lakh as per activity-based accounting
methodology towards strengthening regulatory functions and towards ensuring compliance
with regulatory requirements.
15. COMMUNICATIONS
As the metaphoric voice of BSE, communication assumes a pivotal role in
delivering precise and timely information to all stakeholders. Through an extensive range
of communication channels, we have effectively disseminated comprehensive updates on newly
introduced product offerings, services, regulatory developments, and investor education.
Our collaborative approach with prominent industry bodies and trade associations has
facilitated joint programs, fostering a business environment that benefits all
participants. BSE has also established itself as a significant hub, hosting numerous
international and Indian dignitaries, trade associations, and student organizations. These
interactions further solidify our position as a trusted and influential institution within
the financial landscape. Noteworthy recent events encompassed the visit of His Excellency
Ibrahim Mohamed Solih, President of Maldives; the Women Director's Conclave graced by
Smt. Nirmala Sitharaman, Hon'ble Union Minister of Finance & Corporate Affairs;
and the launch of ‘Finempower' - a financial literacy program conducted jointly
with UN Women.
16. OTHER DISCLOSURES
A. MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to Regulation 34(2)(e) of the Listing Regulations, the
Management Discussion and Analysis Report forms part of this Annual Report.
B. BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT
Pursuant to Regulation 34(2)(f) of the Listing Regulations, the
Business Responsibility and Sustainability Report forms part of this Annual Report.
C. CORPORATE GOVERNANCE
Pursuant to the SECC Regulations, Listing Regulations and the Act,
report on Corporate Governance as on March 31,2023, forms part of this Annual Report. A
Certificate from Practicing Company Secretary, confirming status of compliances of the
conditions of Corporate Governance is annexed to the Corporate Governance Report.
D. INVESTOR PROTECTION FUND ("IPF")
The Company, through its IPF, regularly conducts Investor Awareness
Programmes ("IAPs") throughout the country. IPF was instrumental in Conducting
12,398 IAPs during FY 2022-23. Out of this, 4926 IAPs were conducted through the IPF while
7472 IAPs were conducted through the Investors Services Fund ("ISF"). During the
year, IPF conducted 190 Regional Investor Seminars jointly with SEBI across different
parts of the country. IPF also periodically publishes TV, print, digital and online
advertisements regarding Do's and Don'ts for investors, in order to educate them
and enable them to safeguard their interests. During the year, several educational and
other capital market awareness events were sponsored by IPF to raise awareness about
corporate best practices. During the year,
IPF has managed 27 Investor Service Centres across India covering all
the major state capitals, including Mumbai.
MAJOR INITIATIVES:
World Investor Week (WIW) 2022:
BSE IPF celebrated the globally popular event for investors called
World Investor Week (WIW 2022) under the aegis of SEBI and International Organisation of
Securities Commissions (IOSCO), from October 10-16, 2022.
WIW is a week-long global celebration promoted by the IOSCO to raise
awareness about the importance of investor education and protection. In India, SEBI had
worked with all the Market Infrastructure Institutions to make this a memorable and
enriching week for all investors.
To mark the beginning of WIW celebrations, a Bell Ringing Ceremony was
held on October 10, 2022, in BSE's International Convention Hall with Shri G P Garg,
Executive Director, SEBI, as the Chief Guest, Shri Neeraj Kulshrestha, Chief Regulatory
Officer, BSE along with Shri Bhavesh Vora, IPF Trustee and several senior dignitaries from
SEBI and leading investor associations.
During the said Bell Ringing Ceremony, following key activities were
undertaken by BSE IPF to celebrate WIW 2022 were launched: .
1. Launch of Financial Housie game called "FINHOUSIE".
It was an interesting fun and learn activity which was conducted during
WIW.
It was a learning and gamification tool used for investor education and
awareness which help the participants to test their knowledge about securities market in a
fun and engaging way.
2. Investors Awareness Programs (IAPs):
To spread the knowledge and education about investing in securities
market by observing the qualities of a prudent investor, BSE IPF an aggregate of 1168 IAPs
during the WIW 2022, including 8 IAPs conducted jointly with SEBI and CDSL, 22 IAPs in
partnership with CDSL and balance 1138 conducted by various resource persons affiliated
with BSE IPF/ISF. The total number of investors which were reached out through these
programs was 67,424.
3. Quiz Programs:
A series of Quiz programs were held on each day of the WIW 2022, as
under:
i. For first 5 days an Online Nationwide Investor Quiz on capital
markets was conducted free of cost wherein 3219 contestants participated. A Referral
Guidebook was provided to all the registered participants to educate them on the various
aspects of the securities market and help them prepare for the Quiz. The Quiz was
conducted every day from 3:00 pm to 6:00 pm. Top 10 winners were selected for each day and
were awarded with gift vouchers. Further, the top two winners from all the 5 days were
awarded with a special Certificate and a gift voucher.
ii. Special Quiz program on Commodity Derivatives Segment:
To spread awareness about Commodity Derivatives as advised by SEBI, a
Quiz program was conducted exclusively on questions based on the Commodity Derivatives
Segment. In view of the same, a set of Multiple-Choice Questions shared by SEBI were sent
to all the registered participants, wherein 2039 contestants participated in the quiz. Top
10 winners were awarded with gift vouchers.
iii. National level Quiz for students of Institute of Company
Secretaries of India (ICSI)
Considering the importance of governance and enhancement of knowledge
pertaining to governance framework applicable to listed entities, a nationwide Quiz was
conducted for the students of ICSI, in collaboration with ICSI, wherein 2146 students
registered and 943 participated. Top 10 winners were awarded gift voucher.
4. Social media campaign
BSE IPF has created 12 videos on investors' awareness covering
messages on 12 different topics in the interest of general investors in the capital market
with one video being posted on all social media handles of BSE i.e., Facebook, LinkedIn,
Twitter and Instagram during WIW. Further, each month, one new video is emailed to all
newly joined investors in securities market in last one year (approx. over 4.5 crore),
till WIW 2023.
5. Street plays
BSE IPF arranged Street Plays, performed by professionals at prominent
busy locations in Mumbai, spreading awareness messages about various financial frauds.
Total 16 street plays were performed during WIW as follows. These street plays received
overwhelming response and appreciation from the people at every public location.
6. Special program for Women
In association with one of the resource persons carried out a series of
talk shows on 6 days of week during WIW i.e. from October 10 - October 15, 2022, which was
live on YouTube. Each show was of half an hour duration wherein prominent women financial
experts discussed on one topic related to investment and financial wellbeing, on each day.
7. National Level Ad-Mad competition titled "Invest Wise
Contest"
This was a national level initiative taken by BSE IPF where
participants pan India were required to make their own videos based on the basic do's
and don'ts of investment and send at the designated email id. The videos in
English/Hindi could use animation, storytelling, skit, etc. to showcase their talent.
The competition received an overwhelming response from the participants
from across the country demonstrating a high level of creativity in spreading the messages
very effectively. In all 8172 videos were received from which the 10 best videos were
selected and awarded cash prizes in the form of Gift vouchers and winner's
certificates.
8. BSE building illumination and display of WIW banner on building.
Finally, we carried forward the unique initiative of last year of
lighting up the face of the iconic BSE Building for all the days of WIW 2022 and also
displaying the BSE, SEBI and WIW logo on top of the BSE building. Few important investor
friendly messages were placed on the running ticker outside BSE's iconic Rotunda
building while images of BSE IPF celebrating WIW 2022 were flashed on the giant TV screen
outside the building.
E. GREEN INITIATIVE
In order to address the environmental concerns, the Company is
undertaking steps to promote sustainability, by disseminating 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.
F. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR.
During the year, no proceedings has been initiated under Insolvency and
Bankruptcy Code for default in payment of debt. Further, Company has also not initiated
any proceedings against the defaulting entities. However, it had lodged its claim with the
resolution professional/liquidator appointed for defaulting listed companies.
G. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.
During the period under review, Company has not taken any loans from
the banks or financial institutions. Accordingly, there has been no onetime settlement or
valuation done for this purpose.
17. ACKNOWLEDGEMENTS
The Board sincerely thanks the Government of India, SEBI, RBI, IRDA,
GIFT City Ltd., CERC, the Government of Maharashtra, other State Governments and various
government agencies for their continued support, co-operation and advice.
The Board places on record its gratitude to the members of various
committees for their guidance and leadership and for providing valuable contribution
towards the functioning of respective committees 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, vendors, auditors, solicitors and lawyers for their continued
partnership and confidence in the Company.
The Board further extend its sincere appreciation to all the employees
for their dedication and contribution and to all the shareholders for their trust and
confidence in the management of the Company. The Board is also deeply touched by the
efforts, sincerity and loyalty displayed by the employees for their commitment,
co-operation and collaboration in advancing the mission and vision of the Company towards
achieving its goals.
|
For and on behalf of the Board of Directors |
| Date: Mumbai |
S. S. Mundra |
| Place: May 11,2023 |
Chairman |
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