NSE Strategic Investment Corporation Limited. (A subsidiary of National Stock Exchange of India Limited)

Transcription

1 (A subsidiary of National Stock Exchange of India Limited)

2 INDEPENDENT AUDITOR S REPORT TO THE MEMBERS OF NSE STRATEGIC INVESTMENT CORPORATION LIMITED Report on the Financial Statements We have audited the accompanying financial statements of NSE STRATEGIC INVESTMENT CORPORATION LIMITED ( the Company ), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management s Responsibility for the Financial Statements The Company s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ( the Act ) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements. Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and 1

3 fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, and its profit and its cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor s Report) Order, 2016 ( the Order ), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order. 2. As required by Section 143 (3) of the Act, we report that: (a) (b) (c) (d) (e) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit; in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books; the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account; in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014; on the basis of the written representations received from the directors as on March 31, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164 (2) of the Act; (f ) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure B ; and (g) with respect to the other matters to be included in the Auditor s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: (i) (ii) (iii) For Khandelwal Jain & Co Chartered Accountants Firm s Registration No W (Narendra Jain) Partner Membership No Place : Mumbai Date : April 22, 2016 The Company does not have any pending litigations which would impact its financial position Refer Note 23 to the financial statements; The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses Refer Note 24 to the financial statements; There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company Refer Note 25 to the financial statements. 2

4 ANNEXURE A TO THE INDEPENDENT AUDITOR S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF NSE STRATEGIC INVESTMENT CORPORATION LIMITED The Annexure referred to in Independent Auditors Report to the members of the Company on the financial statement for the year ended March 31, We report that: i) The Company does not have fixed assets. Therefore, the provisions of clause 3(i) of Companies (Auditor s Report) Order, 2016 are not applicable to the Company. ii) The Company is a Core Investment Company as defined under The CICs (Reserve Bank) Directions, Accordingly, it does not hold inventories. Therefore, the provisions of clause 3(ii) of Companies (Auditor s Report) Order, 2016 are not applicable to the Company. iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of clause 3(iii) of Companies (Auditor s Report) Order, 2016 are not applicable to the Company. iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made. v) The Company has not accepted any deposits from the public. vi) We are informed that the Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Companies Act, vii) a) According to the information and explanations given to us and on the basis of records examined by us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax, service-tax, duty of custom, duty of excise, value added tax, cess and any other statutory dues, wherever applicable. According to the records of the Company, there were no undisputed amounts payable in respect of provident fund, employees state insurance, income-tax, sales-tax, service-tax, duty of custom, duty of excise, value added tax, cess and other statutory dues were in arrears as at March 31, 2016 for a period of more than six months from the date they became payable. 3 b) According to the information and explanations given to us, there were no dues on account of any dispute in respect of income tax, sales tax, service tax, duty of customs, duty of excise and value added tax. viii) The Company has not taken any loan from banks, financial institutions or government and the Company has not issued any debentures. Therefore, the provisions of clause 3(viii) of Companies (Auditor s Report) Order, 2016 are not applicable to the Company. ix) The Company has not taken any term loans and has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year. Therefore, the provisions of clause 3(ix) of Companies (Auditor s Report) Order, 2016 are not applicable to the Company. x) Based upon the audit procedures performed and information and explanations given to us, we report that no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit. xi) According to the information and explanations given to us, the Company has not paid or provided managerial remuneration. Therefore, the provisions of clause 3(xi) of Companies (Auditor s Report) Order, 2016 are not applicable to the Company.

5 xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Therefore, the provisions of clause 3(xii) of Companies (Auditor s Report) Order, 2016 are not applicable to the Company. xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and section 188 of the Act, where applicable and details of such transactions have been disclosed in the Financial Statements as required by the applicable accounting standards. xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Therefore, the provisions of clause 3(xiv) of Companies (Auditor s Report) Order, 2016 are not applicable to the Company. xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Therefore, the provisions of clause 3(xv) of Companies (Auditor s Report) Order, 2016 are not applicable to the Company. xvi) According to the information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, For Khandelwal Jain & Co Chartered Accountants Firm s Registration No W (Narendra Jain) Partner Membership No Place : Mumbai Date : April 22,

6 ANNEXURE B TO THE INDEPENDENT AUDITOR S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF NSE STRATEGIC INVESTMENT CORPORATION LIMITED Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ( the Act ) We have audited the internal financial controls over financial reporting of NSE STRATEGIC INVESTMENT CORPORATION LIMITED ( the Company ) as of March 31, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date. Management s Responsibility for Internal Financial Controls The Company s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, Auditors Responsibility Our responsibility is to express an opinion on the Company s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company s internal financial controls system over financial reporting. Meaning of Internal Financial Controls Over Financial Reporting A company s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, 5

7 in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company s assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. For Khandelwal Jain & Co Chartered Accountants Firm s Registration No W (Narendra Jain) Partner Membership No Place : Mumbai Date : April 22,

8 Particulars BALANCE SHEET AS AT MARCH 31, 2016 Notes As at As at Equity and liabilities 1 Shareholder's funds a Share Capital 3 8,259,934,060 8,259,934,060 b Reserves and surplus 4 1,299,265, ,737,683 9,559,199,551 8,949,671,743 2 Non-current liabilities a Deposits (Unsecured) b Deferred tax liabilities (net) c Other long term liabilities d Long-term provisions 3 Current liabilities a Deposits (Unsecured) b Trade payables c Other current liabilities 5 13,861,360 5,897,396 d Short-term provisions 6 25,520 24,500 13,886,880 5,921,896 TOTAL 9,573,086,431 8,955,593,639 Assets 1 Non-current assets a Fixed assets Tangible assets Intangible assets Capital work in progress Intangible assets under development b Non-current investments 7 7,822,258,540 8,123,780,922 c Long-term loans and advances 8 2,732,282 5,277 d Other non-current assets 7,824,990,822 8,123,786,199 2 Current assets a Current investments 9 1,721,734, ,721,523 b Trade receivable c Cash and bank balances 10 22,018,576 82,147 d Short-term loans and advances 11 3,027,584 3,770 e Other Current assets 12 1,314,749 1,748,095, ,807,440 TOTAL 9,573,086,431 8,955,593,639 As per our report of even date attached For and on behalf of the Board of Directors For KHANDELWAL JAIN & CO. Chartered Accountants Firm's Registration no : W CHITRA RAMKRISHNA J. RAVICHANDRAN NARENDRA JAIN Partner Chairperson managing Director Membership No.: T.T. Srinivasaraghavan Prasad Joshi Ritu Sajnani Director Chief Financial Officer Company Secretary Place : Mumbai Date : April 22, Summary of significant accounting policies 2 The accompanying notes are an integral part of the financial statements.

9 Particulars STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED MARCH 31, 2016 Notes For the year ended For the year ended Income Revenue from operations ,252, ,790,477 Other income 14 69,111,745 58,085 Total Revenue (I) 706,364, ,848,562 Expenses Deputed Personnel Cost 20 15,316,130 Finance Costs Depreciation and amortisation expenses Other expenses 15 7,273,332 6,372,802 Total Expenses (II) 22,589,462 6,372,802 Profit before tax and exceptional items 683,774, ,475,760 Less : Loss on buyback of shares by Subsidiary Company 51,022,413 Profit before tax 632,752, ,475,760 Less : Tax Expense Current tax 23,224,442 18,000 Wealth tax Deferred tax Total tax expenses 23,224,442 18,000 Profit after tax 609,527, ,457,760 Earnings Per Share Basic Diluted Summary of significant accounting policies 2 The accompanying notes are an integral part of the financial statements. As per our report of even date attached For and on behalf of the Board of Directors For KHANDELWAL JAIN & CO. Chartered Accountants Firm's Registration no : W CHITRA RAMKRISHNA J. RAVICHANDRAN Chairperson managing Director NARENDRA JAIN Partner Membership No.: T.T. Srinivasaraghavan Prasad Joshi Ritu Sajnani Director Chief Financial Officer Company Secretary Place : Mumbai Date : April 22,

10 CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2016 Particulars For the year ended For the year ended A) CASH FLOW FROM OPERATING ACTIVITIES NET PROFIT BEFORE TAX 632,752, ,475,760 Adjustments for : Profit on Sale of Investments (67,390,912) Dividend Income (637,252,380) Loss on Sale of Investments 51,022,413 Interest Income (1,460,833) OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES (22,329,462) 703,475,760 Adjustments for : Current Assets / Loans & Advances (3,023,179) 351,176 Current Liabilities & Provisions 7,963,964 5,553,902 CASH GENERATED FROM OPERATIONS BEFORE DIVIDEND INCOME (17,388,677) 709,380,838 Dividend Income 637,252,380 CASH GENERATED FROM OPERATIONS 619,863, ,380,838 Direct Taxes paid (Net of Refunds) (25,951,064) (378,500) NET CASH FROM (USED IN) OPERATING ACTIVITIES - Total (A) 593,912, ,002,338 B) CASHFLOW FROM INVESTING ACTIVITIES Interest Received 146,084 Sale of Mutual Funds 1,085,138,555 1,141,915 Purchase of Mutual Funds (1,907,760,819) (710,100,000) Consideration received on buyback of shares by Subsidiary Company 255,000,000 Investment in Equity Shares (4,500,030) Investments in Fixed Deposits (19,800,000) NET CASH FROM (USED IN) INVESTING ACTIVITIES - Total (B) (591,776,210) (708,958,085) C) CASHFLOW FROM FINANCING ACTIVITIES Issue of Equity and Prefrence Shares Share Issue Expenses NET CASH FROM (USED IN) FINANCING ACTIVITIES - Total (C) - - NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C) 2,136,429 44,253 CASH AND CASH EQUIVALENTS : OPENING BALANCE 82,147 37,894 CLOSING CASH AND CASH EQUIVALENTS : CLOSING BALANCE 2,218,576 82,147 NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENT 2,136,429 44,253 9

11 CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2016 Notes to Cash Flow Statement : 1 Since the company is an Investment Holding Company, purchase and sale of investments have been considered as a part of ' Cash Flows from Investing Activities and dividend on equity shares earned have been considered as a part 'Cash Flow from Operating Activities' 2 The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in the Accounting Standard-3 on Cash Flow Statements notified under the Companies (Accounts) Rules, 2014, read with Rule 7 of the Companies (Accounts) Rules, Previous years figures are regrouped, reclassified and rearranged wherever necessary. As per our report of even date attached For and on behalf of the Board of Directors For KHANDELWAL JAIN & CO. Chartered Accountants Firm's Registration no : W CHITRA RAMKRISHNA J. RAVICHANDRAN Chairperson managing Director NARENDRA JAIN Partner Membership No.: T.T. Srinivasaraghavan Prasad Joshi Ritu Sajnani Director Chief Financial Officer Company Secretary Place : Mumbai Date : April 22,

12 11 Notes to financial STATEments for the YEAR ENDED march 31, Background of the Company The Company is inter alia, formed to make or hold all strategic investments in the equity shares and / or other securities of various companies. It holds more than 90% of its net assets in the form of investment in equity shares in group companies, not held for the purpose of trading, it also holds more than 60% of its net assets as investment in equity shares and does not carry any other financial activity. The Company did not raise or hold public funds. In view of the same, the Company is not required to be registered with RBI as per the directions laid down in Core Investment Companies (Reserve Bank) Directions, Summary of significant accounting policies : a) Basis of preparation The financial statements of the company have been prepared in accordance with generally accepted accounting principles in India (India GAAP). The company has prepared these financial statements to comply in all material respects with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, The financial statements have been prepared on an accrual basis and under the historical cost convention. b) Use of estimates The preparation of financial statements in conformity with India GAAP requires the management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities, at the end of the reporting period. Although these estimates are based on the management's best knowledge of current events and actions, uncertainity about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods. c) Revenue Recognition (i) Revenue is being recognised as and when there is reasonable certainty of ultimate realisation. (ii) Income from Dividend is accounted as and when such dividend has been declared and the Company's right to receive payment is established. (iii) Interest income is recognised on a time proportion basis, taking into account the amount outstanding and the rate applicable. d) Investments (i) Long term investments are considered as held till maturity and are valued at cost. Provision is made for diminution in the value of investment, if any, other than temporary in nature. (ii) Short term investments are valued at cost or fair value whichever is lower. (iii) The cost of investment includes acquisition charges such as brokerage, etc. Front-end discount / incentive earned in respect of direct subscription is adjusted towards the cost of investment. Income on investments is accounted for on accrual basis.

13 e) Taxation Tax expense for the year, comprising current tax and deferred tax is included in determining the net profit for the year.a provision is made for the current tax based on tax liability computed in accordance with relevant tax rates and tax laws. A provision is made for deferred tax for all timing differences arising between taxable income and accounting income at currently enacted tax rates. Deferred tax assets are recognised only if there is a reasonable certainty that they will be realised and are reviewed for the appropriateness of their respective carrying values at each balance sheet date. f) Provisions, contingent liabilities & contingent assets :- A provision is recognised when the Company has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which reliable estimate can be made. Provisions (excluding retirement benefits) are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are not regonised in the financial statments. A contingent asset is neither recognised nor disclosed in the financial statements. 3 Share Capital As at As at Authorised 45,00,00,000 Equity Shares of ` 10 each. 4,500,000,000 4,500,000,000 ( Previous Year : 45,00,00,000 Equity Shares of ` 10 each.) 45,00,00,000 Non - Cumulative Compulsorily Convertible Preference Shares of ` 10 each. 4,500,000,000 4,500,000,000 (Previous Year : 45,00,00,000 Non - Cumulative Compulsorily Convertible Preference Shares of ` 10 each.) 9,000,000,000 9,000,000,000 Issued, Subscribed and Paid-up 41,30,21,703 Equity Shares of ` 10 each, fully paid 4,130,217,030 4,130,217,030 ( Previous Year : 41,30,21,703 Equity Shares of ` 10 each, fully paid) 41,29,71,703 6% Non - Cumulative Compulsorily Convertible Preference Shares of ` 10 each, fully paid 4,129,717,030 4,129,717,030 ( Previous Year : 41,29,71,703 6% Non - Cumulative Compulsorily Convertible Preference Shares of ` 10 each, fully paid) Total 8,259,934,060 8,259,934,060 12

14 Note: Equity Shares The Company has only one class of equity shares having a par value of ` 10/- per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Director is subject to the approval of the shareholder in the ensuing Annual General Meeting except in the case of interim dividend. In the event of liquidation of the company, the holder of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholder. Preference Shares The Company has issued 6% Non - Cumulative Compulsorily Convertible Preference Shares of ` 10 each. The Company declares and pays dividend in Indian rupees. All the said Perference shares are convertible into equity shares in the ratio of 1:1 at the end of nine years from the date of its issue as mentioned below. Date Of Issue Of Shares No. Of Preference Shares March 28, ,500,000 June 28, ,570,000 July 22, ,020,000 September 02, ,120,000 October 01, ,650,000 January 02, ,564,000 February 20, ,547,703 A reconciliation of the number of Equity Shares outstanding at the beginning and at the end of the reporting period Name of the Company As at As at Nos. Amount Nos. Amount At the beginning of the period 413,021,703 4,130,217, ,021,703 4,130,217, Add: Issued during the period At the end of the period 413,021,703 4,130,217, ,021,703 4,130,217, A reconciliation of the number of Preference Shares outstanding at the beginning and at the end of the reporting period Name of the Company As at As at Nos. Amount Nos. Amount At the beginning of the period 412,971,703 4,129,717, ,971,703 4,129,717, Add: Issued during the period At the end of the period 412,971,703 4,129,717, ,971,703 4,129,717,

15 Shares in respect of each class in the company held by its holding company or its ultimate holding company including shares held by or by subsidiaries or associates of the holding company or the ultimate holding company in aggregate Equity Shares : Name of the Company As at As at Nos. % holding Nos. % holding National Stock Exchange of India Limited and its nominees 413,021, % 412,608, % National Securities Clearing Corporation Limited 413, % Total 413,021, % 413,021, % Preference Shares : Name of the Company As at As at Nos. % holding Nos. % holding National Stock Exchange of India Limited and its nominees 412,971, % 412,558, % National Securities Clearing Corporation Limited 412, % Total 412,971, % 412,971, % Details of Equity Shareholder holding more than 5% share in the Company National Stock Exchange of India Limited and its nominees As at As at Nos. % holding Nos. % holding 413,021, % 412,608, % Details of Preference Shareholder holding more than 5% share in the Company National Stock Exchange of India Limited and its nominees 4 Reserve and surplus As at As at Nos. % holding Nos. % holding 412,971, % 412,558, % As at As at Surplus / (Deficit) in the Statement of Profit and Loss Balance as per last financial statements 689,737,683 (13,720,077) Profit / (Loss) for the period 609,527, ,457,760 Less : Appropriations Proposed dividend Tax on proposed dividend 1,299,265, ,737,683 Total reserves and surplus 1,299,265, ,737,683 14

16 5 Other Current liabilities As at As at Other Liabilities Statutory Liabilities 1,286, ,296 Due to Holding Company 11,387,133 Liability for expenses 1,187,267 13,861,360 5,354,100 5,897,396 Total 13,861,360 5,897,396 6 Short-term provisions As at As at Other Provisions Income Tax (Net of Advances including TDS) 25,520 24,500 Total 25,520 24,500 15

17 Note 7 - NON CURRENT INVESTMENTS (VALUED AT COST UNLESS STATED OTHERWISE) Number of Units Face Value per Unit Face value As at Number of Units NON CURRENT INVESTMENTS (VALUED AT COST UNLESS STATED OTHERWISE) INVESTMENTS IN EQUITY SHARES UNQUOTED EQUITY SHARES IN SUBSIDIARY COMPANIES DOTEX INTERNATIONAL LIMITED 9,000, ,000, ,067,238 12,000,000 1,224,089,650 INDIA INDEX SERVICES & PRODUCTS LTD. 1,300, ,000,000 1,334,146,338 1,300,000 1,334,146,338 NSE.IT LTD 10,000, ,000, ,058,735 10,000, ,058,735 NSE INFOTECH SERVICES LTD 50, ,000 37,580,097 50,000 37,580,097 NSE EDUCATIONAL FACILITIES LIMITED^^ 250, ,500,000 2,500,000 Sub-Total (i) 2,892,352,408 3,195,874,820 IN JOINT VENTURE RECEIVABLES EXCHANGE OF INDIA LIMITED ^^ 200, ,000,030 2,000,030 Sub-Total (ii) 2,000,030 IN ASSOCIATE COMPANIES COMPUTER AGE MANAGEMENT SERVICES PRIVATE LIMITED 21,938, ,384,000 4,121,333,939 21,938,400 4,121,333,939 EXTENT OF HOLDING 44.99% ( P.Y % ) MARKET SIMPLIFIED INDIA LIMITED 4,505, ,051,750 45,054,090 4,505,175 45,054,090 EXTENT OF HOLDING 30.00% ( P.Y % ) NSDL E - GOVERNANCE INFRASTRUCTURE LIMITED 10,018, ,180, ,017,720 10,018, ,017,720 EXTENT OF HOLDING 25.05% ( P.Y % ) POWER EXCHANGE INDIA LIMITED 15,000, ,000, ,375,353 15,000, ,375,353 EXTENT OF HOLDING 30.95% ( P.Y % ) Sub-Total (iii) 4,867,781,102 4,867,781,102 As at IN OTHERS GOODS AND SERVICE TAX NETWORK 1,000, ,000,000 10,000,000 10,000,000 10,000,000 Sub-Total (iv) 10,000,000 10,000,000 INVESTMENTS IN PREFRENCE SHARES UNQUOTED PREFERENCE SHARES IN ASSOCIATE COMPANIES 10% OPTIONALLY CONVERTIBLE REDEEMABLE PREFERENCE SHARES OF POWER EXCHANGE OF INDIA LIMITED 5,000, ,000,000 50,125,000 5,000,000 50,125,000 Sub-Total (v) 50,125,000 50,125,000 TOTAL 7,822,258,540 8,123,780,922 Notes: Aggregate Book Value - Quoted Investments Aggregate Book Value - Unquoted Investments 7,822,258,540 8,123,780,922 Aggregate Market Value of Quoted Investments ^^ Share Certificate are yet to be received by the company. 16

18 8 Long Term Loans and advances As at As at Other loans and advances ( Unsecured, Considered Good) Income Tax paid including TDS ( Net of Provisions) 2,727,642 Prepaid Expenses 4,640 5,277 Total 2,732,282 5,277 17

19 Note 9 - CURRENT INVESTMENTS (VALUED AT LOWER OF COST OR FAIR VALUE) Number of Units As at Number of Units As at CURRENT INVESTMENTS (VALUED AT LOWER OF COST OR FAIR VALUE) INVESTMENTS IN MUTUAL FUNDS - UNQUOTED AXIS TREASURY ADVANTAGE FUND - GROWTH - DIRECT PLAN 79, ,160,820 ICICI PRUDENTIAL ULTRA SHORT TERM PLAN - DIRECT - GROWTH 11,052, ,837,491 18,628, ,600,000 BARODA PIONEER TREASURY ADVANTAGE FUND - PLAN B - DIRECT - GROWTH 97, ,549,520 KOTAK TREASURY ADVANTAGE FUND DIRECT - GROWTH 6,838, ,084,699 HDFC FLOATING RATE INCOME FUND - STP - DIRECT - GROWTH 6,098, ,000,000 UTI FLOATING RATE FUND - STP - DIRECT GROWTH 62, ,000,000 BIRLA SUN LIFE SAVINGS FUND - DIRECT - GROWTH 535, ,005,841 JM HIGH LIQUIDITY FUND - DIRECT GROWTH 2,709, ,000,000 PRINCIPAL CASH MANAGEMENT - DIRECT PLAN - GROWTH 109, ,596,329 96, ,390,563 RELIANCE LIQUID FUND - CASH PLAN - DIRECT - GROWTH 48, ,000,000 IDFC MONEY MANAGER - TREASURY PLAN - DIRECT - GROWTH 6,458, ,500,000 RELIANCE MEDIUM TERM FUND - DIRECT - GROWTH 4,925, ,000,000 JP MORGAN INDIA LIQUID FUND - DIRECT - GROWTH 258, ,230,960 JP MORGAN INDIA TREASURY FUND - DIRECT - GROWTH 26,157, ,500,000 TOTAL 1,721,734, ,721,523 Notes: Aggregate Book Value - Quoted Investments Aggregate Book Value - Unquoted Investments 1,721,734, ,721,523 Aggregate Market Value of Quoted Investments 18

20 10 Cash and bank balances Cash and cash equivalents Balances with banks : Current As at Current As at On current accounts 2,218,576 82,147 Cash on hand 2,218,576 82,147 Other bank balances : Bank Deposit with Original maturity of more than 12 months Bank Deposit with Original maturity of more than 3 months & less than 12 months 9,900,000 9,900,000 19,800,000 Total 22,018,576 82, Short Term Loans and advances As at As at Advance Recoverable in Cash or Kind from related parties 3,024,081 Other loans and advances ( Unsecured, Considered Good) Prepaid Expenses 3,503 3,770 Total 3,027,584 3,770 Advance Recoverable in Cash or Kind from related parties pertains to : NSE Educational Facilities Limited 464,771 Receivables Exchange of India Limited 2,559,310 3,024,081 19

21 12 Other Current Assets As at As at ( Unsecured, Considered Good) Accrued Interest on Fixed Deposits 1,314,749 Total 1,314, Revenue from operations Operating revenues Dividend from : For the year ended For the year ended Subsidiary Companies 365,000, ,200,045 Associate Companies 272,252, ,252, ,590, ,790,477 Total 637,252, ,790, Other Income For the year ended For the year ended Interest on Fixed Deposits 1,460,833 Profit on Sale / Redemption of Mutual Funds 67,390,912 58,085 Sitting Fees Received 260,000 Total 69,111,745 58, Other expenses For the year ended For the year ended Committee Sitting Fees 1,050, ,000 Director Sitting Fees 1,503, ,000 Insurance 141, ,801 Legal & Profesional Fees 690,720 5,740,618 Payment to auditor ( Refer note below) 238, ,429 Space & Infrastructure Usage Charges 1,974,924 (Refer note 20) CSR Expenses 451,051 Other expenses 1,223,347 56,954 Total 7,273,332 6,372,802 20

22 For the year ended For the year ended Note : Payment to Auditor As Auditor Audit Fees 114,500 84,270 In other Capacity Certification Matters 28,625 56,180 Taxation Matters 85,875 Out of Pocket Expenses 9,083 6,979 Total 238, , In the opinion of the management the Company has no activities other than those of an Investment Company, the segment reporting under Accounting Standard 17 - "Segment Reporting" notified under the Rule 7 of the Companies (Accounts) Rules, 2014 is not applicable. The Company does not have any reportable geographical segment. 17 In compliance with Accounting Standard 18 - Related Party Disclosures notified under the Rule 7 of the Companies (Accounts) Rules, 2014, the required disclosures are given in the table below: (a) Names of the related parties and related party relationship Sr. No. Related Party Nature of Relationship 1 National Stock Exchange of India Limited Promoter Company 2 National Securities Clearing Corporation Limited Promoter Company (upto ) Promoter's Subsidiary Company (w.e.f ) 3 India Index Services & Products Limited Subsidiary Company 4 NSE Infotech Services Limited Subsidiary Company 5 NSE.IT Limited Subsidiary Company 6 DotEx International Limited Subsidiary Company 7 NSE.IT (US) Inc. Subsidiary's Subsidiary Company 8 Market Simplified India Limited Associate Company 9 Power Exchange India Limited Associate Company 10 NSDL e-governance Infrastructure Limited (formerly Associate Company known as National Securities Depository Limited) 11 Computer Age Management Services Private Limited Associate Company 12 National Securities Depository Limited (new) Promoter Company's Associate 13 BFSI Skill sector Counsil of India Promoter Company's Associate 14 NSE Educational Facilities Limited Subsidiary Company (w.e.f ) 15 Receivables Exchange of India Limited Joint Venture (w.e.f ) 16 Mr. J Ravichandran - Managing Director - w.e.f 31/01/2013 Key Management Personnel 21

23 (b) Details of transactions (including service tax wherever levied) with related parties are as follows : Name of the Related Party National Stock Exchange of India Ltd. DotEx International Ltd. NSE Infotech Services Limited NSE.IT Limited India Index Services & Products Limited NSE Educational Facilities Limited Receivables Exchange of India Limited Nature of Transactions Reimbursement of expenses for staff on deputation paid/ payable Reimbursement of expenses for other expenses incurred Reimbursement for Income Tax, TDS and Service Tax paid Year ended Amount Reimbursement for CSR expenses 451,051 Year ended Amount 15,316, , ,501 27,285,287 Space and Infrastructure Charges 1,974,924 Closing Balance net Debit / (Credit) (11,387,133) Dividend Received 144,000, ,000,000 Buy Back of Equity Share Capital by DotEx International Ltd 255,000,000 Investment in Equity Share Capital 918,067,238 1,224,089,650 Dividend Received Investment in Equity Share Capital 37,580,097 37,580,097 Purchase of Digital Signature 5,986 Dividend Received 52,000,052 45,000,045 Investment in Equity Share Capital 600,058, ,058,735 Dividend Received 169,000,000 83,200,000 Investment in Equity Share Capital 1,334,146,338 1,334,146,338 Subscritpion of Equity Shares 2,500,000 Preliminary Expenses paid on behalf of NSE Educational Facilities Limited 464,771 Closing Balance net Debit / (Credit) 464,771 Investment in Equity Share Capital 2,500,000 Subscritpion of Equity Shares 2,000,030 Preliminary Expenses paid on behalf of Receivables Exchange of India 2,559,310 Limited Closing Balance net Debit / (Credit) 2,559,310 Investment in Equity Share Capital 2,000,030 22

24 Computer Age Management Services Private Limited NSDL E - Governance Infrastructure Limited Market Simplified India Limited Dividend Received 212,144, ,491,432 Investment in Equity Shares 4,121,333,939 4,121,333,939 Dividend Received 60,108,000 55,099,000 Investment in Equity Shares 551,017, ,017,720 Investment in Equity Shares 45,054,090 45,054, Power Exchange India Limited Investment in Equity Shares 150,375, ,375,353 Investment In 10% Optionally Convertible Redeemable Preference Shares 50,125,000 50,125, In accordance with Accounting Standard 20 - Earning per Share notified under the with Rule 7 of the Companies (Accounts) Rules, Earning per share Particulars For the year ended For the year ended Net Profit attributable to Shareholders (in `) 609,527, ,457,760 Weighted Average Number of equity shares issued 413,021, ,021,703 Basic earnings per share of ` 10/- each (in `) Weighted Average Number of potential equity shares issued 825,993, ,993,406 Diluted earnings per share of ` 10/- each (in `) There is no Micro, Small & Medium enterprise to which the company owes dues as at This information as required to be disclosed under Micro, Small and Medium Enterprises Development Act 2006 has been determined to the extent such parties have been identified on the basis of information available with the company. 20 The Company is paying deputation expenses in respect of the employees, space and infrastructure charges and other reimbursement of expenses to the Holding Company National Stock Exchange of India Limited. 21 In the opinion of of the Board, current assets, loans and advances are approximately of the value stated, if realised in the ordinary course of business 22 a) The gross amount required to be spent by the company on Corporate Social Responsibility activities during the financial year is ` 45,98,251/- b) Amount spent during the year In Cash Yet to be paid in cash Total Construction / acquisition of any asset On purpose other than above 451, ,051 c) Expenditure debited to Statemnet of Profit & Loss is ` 4,51,051/

25 23 As at March 31, 2016 the Company does not have any pending litigations which would impact its financial position. 24 In accordance with relevant provisions of Companies Act, 2013, the Company did not have any long term contracts including derivative contracts as at March 31, For the year ended March 31, 2016, the company is not required to transfer any amount into the Investor Education & Protection Fund as required under relevant provisions of the Companies Act, Previous years figures are regrouped, reclassified and rearranged wherever necessary. As per our report of even date attached For KHANDELWAL JAIN & CO. Chartered Accountants Firm's Registration no : W NARENDRA JAIN Partner Membership No.: Place : Mumbai Date : April 22, 2016 For and on behalf of the Board of Directors CHITRA RAMKRISHNA Chairperson J. RAVICHANDRAN managing Director T.T. Srinivasaraghavan Prasad Joshi Ritu Sajnani Director Chief Financial Officer Company Secretary 24