CVL Annual Report

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CVL

CDSL VENTURES LIMITED

Board of Directors
Dr. R. K. Kakkar Chairman

Shri K. V. Subramanian Director

Shri Nayan Mehta Director

Shri Joydeep Dutta Director

Management
Shri Sunil Alvares Chief Operating Officer

Ms. Mohini Kharpude Company Secretary

Auditors Bankers
M/s Lodha & Co. Bank of India ICICI Bank
Chartered Accountants Stock Exchange Branch, Free Press House,
6, Karim Chambers, Ground Floor, P. J. Towers, 215 Nariman Point,
40 A.D. Marg (Hamam Street), Dalal Street, Mumbai -400 021.
Mumbai - 400 001. Mumbai - 400 001.

Registered Office
A-Wing, Marathon Futurex, 25th Floor,
Mafatlal Mills Compound, N.M. Joshi Marg,
Lower Parel (E),
Mumbai - 400 013

CIN: U93090MH2006PLC164885

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CVL

Directors’ Report
Your Directors are pleased to present the Thirteenth Annual Report along with Audited Financial Statements
of Accounts of your Company for the year ended 31st March, 2019.

Financial Highlights

Particulars For the Year For the Year


ended ended
31 March, 2019
st
31 March, 2018
st

(` in lakhs) (` in lakhs)
Income 4,999.01 4,282.36
Expenditure 1,293.13 944.15
CSR 27.76 51.00
Profit / (Loss) before Depreciation and Tax 3,678.12 3,287.21
Depreciation 106.03 14.09
Profit / (Loss) before Tax 3,572.09 3,273.12
Deferred Tax / Current Tax 838.80 852.21
Profit / (Loss) after Tax 2,733.29 2,420.91
Other comprehensive income (Net of Tax) 0.11 (0.80)
Total comprehensive income 2,733.40 2,420.11

Note: Previous year’s figures have been regrouped wherever necessary

During the financial year, the total income of the company has substantially increased compared to the previous
year. Your company has achieved an all-time high operational income of ` 4130.30 lakhs (` 3668.76 lakhs)
with a profit after tax of ` 2733.29 lakhs (` 2420.91 lakhs) in the previous year. This is mainly due to the
multiple use of a Know Your Customer (KYC) record by Mutual Funds as investments in multiple funds by
an investor has increased.

Business of CVL:

The KYC Project is the first venture of the company and it relates to Centralized Record Keeping of KYC
documents of Capital Market investors. The Company had registered 2598 intermediaries. The total no. of
KYC records held as on 31st March, 2019 is 1.88 crores. Finance ministry has launched the Central KYC
(CKYC) project for the financial sector. All regulators have made the CKYC mandatory.

We are not certain if the KYC project being done by CVL as registered entity in the Capital Market will
continue. However, we are optimistic that both KRA and CKYC will coexist to give value added services
such as in person verification and verifying documents with originals. Meanwhile, your Company has, taken
up various new projects which are expected to generate additional revenue. The new projects undertaken are:

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CVL
1. National Academic Depository (NAD):

During the current Financial Year, CVL’s NAD extended its services to Autonomous and All India
Council for Technical Education (AICTE) approved Institutions in addition to Ministry of Human
Resource Department (MHRD)/University Grants Commission (UGC) approved Institutions, thereby
increasing its scope to 1600 plus Institutions from 800 plus Institutions.

As on 31st March, 2019, CVL NAD has over 521 Academic Institutions (Universities/Boards, etc.),
1,04,88,960 Academic Awards, 2,70,000 plus Students and 114 Verifying entities as compared to 277
Academic Institutions, 29,08,721 Academic Awards, 23,000 plus Students and 100 Verifying entities in
last financial year.

2. C KYC Processing

CKYC has been made mandatory by SEBI for the clients on boarded from August 2016. However,
some intermediaries do not have systems for the CKYC process. Further, the requirements of the CKYC
system pertaining to preparation of file for upload is not user friendly and requires technical support.
Your Company has introduced a system which enables intermediaries to submit records in KYC as per
the format prescribed by CERSAI.

3. Pradhan Mantri Jeevan Jyoti Beema Yojana (PMJJBY)

The insurance scheme launched under the PMJJBY provides that citizen is eligible for claim only once,
even if citizen has multiple policies. In order to eliminate multiple claims by the same entity we have
provided a system for registering all claims made under this scheme to life Insurance Companies.

4. RTA Activity

Your Company has commenced providing RTA services from November 2018. As of March 31, 2019
we have onboarded 150 unlisted companies of which 5 have opted for single point connectivity and 145
have opted for only electronic connectivity.

5. GST Suvidha Provider Services

Your Company is providing GST Suvidha Provider services to tax payers and Application Service
Providers (ASPs). During FY18-19, amongst other clients, our contract for GSP services with one large
insurance client was renewed and additionally, one new insurance client was onboarded. Further, 4 new
third party ASPs were onboarded.

6. Certifying Authority for eSign

Your Company has submitted an application to Controller of Certifying Authorities (CCA) to obtain
license to operate as a Certifying Authority. The application is being vetted by CCA and the same is
expected to be approved in the first quarter of FY 2020.

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7. PACL

Your Company has been appointed by Justice R.M. Lodha (Retd.) Committee as an agency for assisting
it in calling for claim applications from all the investors who have outstanding claims and for the creation
of a repository mapping out the outstanding claim of each investor.

The project comprises of phase 1A where claim applications would be accepted digitally, phase 1B
where the applications submitted would be verified against the documentary proofs submitted and phase
2 comprising of calling for and verifying with the original documents and arriving at the final list of
eligible claimants to enable refund of claims by the Committee. Phase 1A of the project was launched
on February 08, 2018 and the cutoff date for receiving claim applications is April 30, 2019. As of March
31, 2019 the number of claim applications submitted in the database is 40,63,482.

Audit Committee:

Audit Committee of the Board of Directors has been constituted under the provisions of The Companies Act,
2013 and consists of three members.

Dividend:

Keeping in view the need to fund capital expenditure for IT infrastructure of the company through internal
accruals, especially in relation to new projects that may be undertaken, your directors do not recommend any
dividend for the year ended 31st March, 2019.

Fixed Deposits:

Your Company has not accepted any deposits within the meaning of Section 73(1) of the Companies Act, 2013
and the Rules made thereunder.

Directors:

Shri Nayan Mehta, retires by rotation at the Thirteenth Annual General Meeting and offers himself for
reappointment.

During the year under review, Shri T. S. Krishna Murthy ceased to be a director consequent to his cessation from
holding company, CDSL. Shri P. S. Reddy has resigned with effect from 3rd April, 2019. The Board has placed
on record appreciation of the valuable services rendered by Shri T. S. Krishna Murthy and Shri P. S. Reddy
during their tenure as Chairman and Director of the company. During the year the Company has appointed
Dr. R. K. Kakkar, Shri K. V. Subramanian and Shri Joydeep Dutta as additional directors of the Company.

Brief profile of the directors is given in Annexure A.

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Auditors:

M/s Lodha & Co., Statutory Auditors of your Company, has been appointed as Statutory Auditors for a period
of five years till the conclusion of 19th Annual General Meeting. The Auditors have given their consent in
writing and have furnished a certificate to the effect that their appointment would be in accordance with the
provisions of Section 139(1) and that they meet the criteria prescribed under section 141 of the Companies Act,
2013. Your Directors recommend their appointment for the year.

Conservation of Energy, Technology Absorption:

Considering the nature of operations of your Company, the provisions of Section 134(3) (m) of the Companies
Act, 2013 relating to information to be furnished on conservation of energy and technology absorption are not
applicable. The Company has, however, used information technology for implementation of the KYC & NAD
Project referred to earlier in this report. The said projects involves submission of KYC documents only once
to the KRA and academic awards in NAD. This would result in saving of paper and reducing carbon footprint.

Details of foreign exchange earnings and outgo:

Your Company did not earn any foreign exchange, nor was there any outgo in foreign exchange during the
year under review.

Corporate Social Responsibility:

As mentioned in Section 135 of the Companies Act, 2013 every company having net worth of rupees five
hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore
or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board
consisting of three or more directors, out of which at least one director shall be an independent director.

In view of the above provisions your Company has formed a Corporate Social Responsibility Committee
which is composed as under:

1. Dr. R. K. Kakkar

2. Shri Nayan Mehta

3. Shri K. V. Subramanian

4. Shri Joydeep Dutta

The Companies (Corporate Social Responsibility Policy) Rules, 2014 further elaborates in detail the
formulation of the policy, the roles and responsibilities of the same and such other relevant matters including
CSR Expenditures and CSR Reporting.

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Your company has spent an amount of `27.76 lakhs towards Shishu Mandir & Orphanage School in the current
financial year.

For the financial year 2018-19 your company was required to spend `51.32 lakhs on CSR activities including
balance of `0.65 Lakh of the previous year. However, your company spent `27.76 lakhs towards Shishu
Mandir & Orphanage School in the current financial year as a CSR activity. Out of the total balance of `23.56
lakhs a payment of `11.86 lakhs will be made to Shishu Mandir against a CNC machine and an amount of
`11.70 lakhs will be spend in the next financial year. Your company is also in the process of identifying more
projects for FY 2019-20.

The report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules,
2014 is given in Annexure B

Directors’ Responsibility Statement:

Pursuant to Section 134(3) (c) and 134(5) of the Companies Act, 2013, the Board of Directors report that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed
and proper explanations relating to material departure, if any, have been provided;

ii) accounting policies have been selected and applied consistently and the judgements and estimates
made are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit of the Company for that period;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going-concern basis;

v) proper systems have been devised to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.

Particulars of Employees:

There are no personnel who are drawing remuneration as prescribed under Rule (5) (2) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Report by Internal Complaints Committee:

As per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the
Act) it is mandatory for every employer to constitute a committee to be known as the ‘Internal Complaints
Committee’. As per Section 22 of the Act, an employer is required to include in its report the number of cases
filed, if any, and their disposal under the Act in the Annual Report of the employer.

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Accordingly, an Internal Complaints Committee was constituted by the Board and the said Committee did not
receive any complaint during the year under review.

Annual Return:

In accordance with provisions of section 134(3)(a) of the Companies Act, 2013, the Annual Return referred to
in sub-section (3) of section 92 will be placed on the website of the Company www.cdslindia.com.

Extract of Annual Return:

Pursuant to section 92 (3) of the Companies Act, 2013 the extract of the annual return to be in Form MGT-9 is
enclosed to this report as Annexure C.

Meetings and Attendance:

The Board meets at least once in a quarter to review the quarterly financial results and operations of the
company. In addition, the Board also meets as and when necessary to address specific issues relating to the
business. During the year under review, the Board met four times i.e. on 20th April, 2018, 28th July, 2018, 26th
October, 2018, and 24th January, 2019, Details of attendance of the Directors at the Board meetings and the last
Annual General Meeting are given hereunder:

Attendance of the Directors at the Board meetings and AGM:

Meeting Venue CDSL Board Room, A-Wing, Marathon Futurex, 25th Floor, Mafatlal Mills
Compound, N.M. Joshi Marg,
Lower Parel (E), Mumbai - 400 013

Meeting date and time

20th April, 28th July, 2018 26th October, 24th January, AGM
2018 11.15 a.m. 2018 2019
04.00 p. m. 04.45 p.m. 04.00 p.m.

Name of the Directors


    NA
Shri T. S. Krishna Murthy

Shri Nayan Mehta    

Smt. Nayana Ovalekar  NA NA NA NA

Shri P. S. Reddy     NA

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Human Resources:

Your Company has, as on 31st March, 2019, 25 employees who are on its payroll to manage the operations.
They are well versed in their respective areas and Industrial relations during the year remained cordial.

Related Party Transactions:

Your company has entered into transactions with related party to the tune of `232.72 lakhs. All such transactions
were in the ordinary course of business and on an arm’s length basis which is attached as Annexure D

Acknowledgement:

Your Directors place on record their sincere gratitude for the assistance, guidance and co-operation the
Company has received from investors, Securities and Exchange Board of India (SEBI), Market Intermediaries,
Mutual Funds, Ministry of Human Resources Department and other stakeholder. The Board further places on
record its appreciation for the dedicated services rendered by the employees of the Company.

For and on behalf of the Board

Place : Mumbai Sd/-


Date : : 2nd May, 2019  Chairman

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 Annexure A
Annexure to Directors’ Report
Profile of additional Directors and Director who is liable to retire by rotation and seek reappointment.

Dr. R. K. Kakkar

Dr. Rakesh Kumar Kakkar is a Ph.D in Law. He was awarded Akrekar Gold Medal by National Academy of
Direct taxes, Nagpur, for standing first in Law (Income-tax, General laws & Estate duty). He presented a paper
in Biennial Conference (International) of the India Society of Victimology in the year 1994 in Chennai. His
thesis for Ph.D was ‘An Evaluation of Tax Avoidance and Tax Evasion Techniques Adopted in Direct Taxes
and Study of Remedies against such Techniques’

He started his career as a Probationary Officer in a Nationalized Bank and worked there for around a year
before getting selected in Civil Services Examination. He worked as a Customs Appraiser for around 4 ½
years looking after Import and Export Policy Evasions and Customs Duty Violations. Later, he joined in
Income Tax Department as an IRS Officer of 1982 Batch. He has a rich & varied experience of working
in various capacities in Income Tax Department including Assessment, Investigation, Appropriate Authority,
Commissioner of Income Tax and Principal Commissioner of Income Tax. He had a brilliant career in the
Income –Tax Department and superseded many colleagues at the time of promotion. He had been on deputation
to SEBI as Chief General Manager for six years. During his stay at SEBI, he was associated with almost all
the major investigations in SEBI during his deputation such as - Hindustan Lever Ltd., Herbertsons, Harshad
Mehta, BPL, Videocon, Sterlite, Bombay Dyeing, Global Trust Bank, Ketan Parekh, Himachal Futuristic,
Zee Telefilms, DSQ Software, Credit Suisse, Dresdner Kleinwort, FII Sub Accounts and Overseas Corporate
Bodies etc. On account of the detailed investigations, he was mentioned as “Ace Investigator”, in the Business
Standard as well as the Economic Times, the two leading business dailies. Various reports in Ketan Parekh
scam prepared by him were submitted to the Joint Parliamentary Committee (JPC). Most of the findings /
suggestions were accepted by JPC and formed the basis of JPC report. He also represented SEBI at length
before JPC on half a dozen occasions. He was also been involved in drafting various SEBI Regulations and
amendments to the SEBI Act. He has around 39 years of experience in detecting Financial Frauds / Tax
Evasions / Securities and Capital Market Violations etc. Recently, He retired from the Income-tax Department
as Principal Commissioner of Income Tax.

Shri K. V. Subramanian

Shri K.V. Subramanian is Head – Strategy, Process & Governance for Standard Chartered Bank, India. He has
over 28 years of banking experience having joined ANZ Grindlays Bank in 1989 as a Management Trainee in
the Capital Markets division.

In 1992 he moved to TAIB Bank, Bahrain to set up the India Investment desk for the Bank and was also
responsible for their proprietary equity and debt business.

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In 1996 he moved back to ANZ Grindlays Bank, India to run the Debt Capital Markets Sales business.

Post the merger of SCB and ANZ Grindlays, he ran the Institutional Sales business for South Asia and from
2006 to 2011 was MD & Regional Head Capital Markets for South Asia. He has been responsible for leading
some of the large Capital Market transactions for SCB from India.

From 2011 till recent he was Managing Director Head Financial Markets and a Member of the Country
Management Group at Standard Chartered Bank, Indonesia.

He has a Masters Degree in Management and a Bachelors Degree in Mechanical Engineering.

Shri Joydeep Dutta

Shri Joydeep Dutta is the Executive Director & Group CTO at CDSL, India’s leading central securities
depository (CSD). In addition to the core depository services business, some of the other major CDSL group
businesses include e-Voting services for companies, academic depository for educational institutions, e-KYC
services through UIDAI’s Aadhaar, PAN based KYC services for capital market intermediaries (banks/brokers/
custodians/MFs), insurance repository services for life/general insurance companies, GSP/ASP services for
Goods and Services tax filing and the commodity repository business. The businesses are through CDSL and
its subsidiary companies CDSL Ventures, CDSL Insurance Repository and CDSL Commodity Repository.

He has over 35 years of diverse work experience in India and the United States, with experience in multiple
industries (Banking, Broking, NBFC, Depository, Insurance, Manufacturing, FMCG, Pharma, Education, IT/
ITES/BPO) in both management consultancy and company executive roles.

Prior to his current assignment, he has fulfilled senior leadership roles in various ICICI Bank Group companies
(India’s leading private financial services conglomerate) for 18 years. His experience of over a decade in
the US include IT consulting stints with MNC organizations such as Citibank, Lever, Pitney Bowes, Pfizer,
Boehringer, Control Data, Gould, Fischer & Porter, and over 3 years with Gartner at their US headquarters.

His key focus areas include aligning business strategies with IT execution, leading IT-enabled business
transformation and cost optimization initiatives, and driving process excellence across the organization
for improved operational efficiency and productivity. He is known for strong problem solving, solution
architecting, team building, project management, and communication skills; with a focus on delivery and
achieving business outcome.

Shri Joydeep Dutta has been the recipient of numerous awards and recognitions. As an industry veteran and
thought leader, he is featured frequently as speaker / panel member / jury member in prominent industry
forums and events in India and internationally.

He is a graduate in Electrical Engineering, with post graduate degrees in Electrical Engineering and Computer
Science.

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Shri Nayan Mehta

Shri Nayan Mehta is the Chief Financial Officer of BSE Limited. Shri Nayan Mehta is a qualified Chartered
Accountant as well as a Cost and Management Accountant. He has extensive experience of over 27 years in
financial and securities markets, especially in the exchanges and its ecosystem businesses. Prior to joining BSE
Limited, he worked with National Stock Exchange, MCX and Credit Analysis and Research Limited. He was
instrumental in setting up accounting and investment processes and controls at NSE. As the Chief Financial
Officer of MCX, in addition to overseeing finance, treasury and taxation, he handled various strategic issues
relating to eco-system ventures of its group companies. He represented BSE as the Senior Vice Chairman on
the Executive Board of South Asian Federation of Exchanges for the years 2015-2017. He represents BSE
on the Boards of some of its group companies and joint ventures and is a member of the qualified review
committee of SEBI.

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 Annexure B
Annual Report on CSR activities.
1. It is company’s policy to spend the amount allocated for CSR expenditure on activities listed in schedule
VII of the Companies Act, 2013 and the rules framed thereunder.

2. Consequently the Board constituted the Corporate Social Responsibility committee consisting of
following members:

i. Dr. R. K. Kakkar

ii. Shri Nayan Mehta

iii. Shri K. V. Subramanian

iv. Shri Joydeep Dutta

The CSR committee decided to identify Trusts / NGOs which carry out CSR activities and which have
experience and expertise in implementing CSR projects.

3. The average of the Net Profit of the company for last three financial years: `2533.88 lakhs

4. Prescribed CSR expenditure: `50.68 lakhs (two per cent of the amount in item 3 above)

5. Details of CSR spent during the Financial Year

a. Total amount to be spent for the financial year: `51.32 lakhs

b. Amount Unspent: 23.57 lakh

c. The manner in which the amount spent during the financial year is detailed below:

` in lakhs

Sr. CSR Project or Sector in State where Amount Amount Cumulative Amount
No. activity identified which the projects or outlay spent on the Expenditure Spent
project is program was projects or up to the Direct or
covered undertaken programs reporting through
period implementing
agency

1. Shishu Mandir & Charitable Maharashtra 51.33 27.76 27.76 Direct


Orphanage School Trust.
Total 51.33 27.76 27.76

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6. Your company has spent an amount of `27.76 lakhs for part funding of NGO - Shishu Mandir &
Orphanage School 2018-19.

7. The Chairman of the Committee has given a responsibility statement on behalf of the CSR Committee
that the implementation and monitoring of CSR policy, is in compliance with CSR objectives and policy
of the Company.

Sunil Alvares
Chief Operating Officer Chairman of the CSR Committee

Place: Mumbai
Date : 2nd May, 2019

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 Annexure - C
Extract of Annual Return MGT-9
I. REGISTRATION AND OTHER DETAILS

i) CIN:- U93090MH2006PLC164885
ii) Registration Date – 25-09-2006
iii) Name of the Company - CDSL Ventures Limited
iv) Category / Sub-Category of the Company – Public Company
Company having Share capital
v) Address of the Registered office and contact A-Wing, Marathon Futurex, 25th Floor,
details Mafatlal Mills Compound, N.M. Joshi Marg,
Lower Parel (E), Mumbai - 400 013
Contact Numner: 022-23023333
vi) Whether listed company No
vii) Name, Address and Contact details of NA
Registrar and Transfer Agent, if any

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company shall be
stated:

Sr. Name and Description of NIC Code of the Product/ % to total turnover of the
No. main products / services service Company
1 Record Keeping of KYC 66190 97%
documents of Capital Market
investors

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

Sr. NAME AND ADDRESS CIN/GLN HOLDING/ % of Applicable


No. OF THE COMPANY SUBSIDIARY/ shares Section
ASSOCIATE held
1. Central Depository Services L67120MH1997PLC11244 Holding Wholly 2(46) of the
(India) Limited Owned Companies
A-Wing, Marathon Futurex, Subsidiary Act, 2013
25th Floor, 100%
Mafatlal Mills Compound,
N.M. Joshi Marg,
Lower Parel (E), Mumbai -
400 013
Add associate companies, if any.

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IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of Share No. of Shares held at the beginning of No. of Shares held at the end of the year %
holders the year 1st April, 2018 31st March, 2019 Change
Demat Physical Total % of Demat Physical Total % of during
total total the year
shares shares
A. Promoters
(1) Indian
a) Individual/HUF 6 6 6 6 6 6 0
b) Central Govt
c) State Govt (s)
d) Bodies Corp. 4499993 1 4499994 100 4499993 1 4499994 100 0
e) Banks / FI
f) Any Other
Sub-total (A) (1):- 4499993 7 4500000 100 4499993 7 4500000 100 0
(2) Foreign
a) NRIs - Individuals
b)   Other – Individuals
c) Bodies Corp.
d) Banks / FI
a) Any Other
Sub-total (A) (2):- 0 0 0 0 0 0 0 0 0
Total shareholding of 4499993 7 4500000 100 4499993 7 4500000 100 0
Promoter (A) = (A)(1)+(A)(2)
B. Public Shareholding
1. Institutions
a) Mutual Funds
b) Banks / FI
c) Central Govt
d) State Govt(s)
e) Venture Capital Funds
f) Insurance Companies
g) FIIs
h) Foreign Venture
Capital Funds
i)    Others (specify)
Sub-total (B)(1):- 0 0 0 0 0 0 0 0 0

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Category of Share No. of Shares held at the beginning of No. of Shares held at the end of the year %
holders the year 1st April, 2018 31st March, 2019 Change
Demat Physical Total % of Demat Physical Total % of during
total total the year
shares shares
2. Non-Institutions
a) Bodies Corp.
i) Indian
ii)   Overseas
b) Individuals
i)   Individual
shareholders holding
nominal share capital upto
Rs. 1 lakh
ii)   Individual
shareholders holding
nominal share capital in
excess of Rs 1 lakh
c) Others (specify)
Sub-total (B)(2):- 0 0 0 0 0 0 0 0 0
Total Public 0 0 0 0 0 0 0 0 0
Shareholding (B)=(B)
(1)+ (B)(2)
C. Shares held by 0 0 0 0 0 0 0 0 0
Custodian for
GDRs & ADRs
Grand Total (A+B+C) 4499993 7 4500000 100 4499993 7 4500000 100 0

(ii) Shareholding of Promoters

Sr. Shareholders Shareholding at the beginning Share holding at the end of the
No. Name of the year 1 April, 2018
st
year 31st March, 2019
No. of % of total % of Shares No. of % of total % of Shares % change
Shares shares of Pledged / Shares shares of Pledged / in share
company encumbered company encumbered holding
to total to total during
shares shares the year
1 Central 4500000 100 0 4500000 100 0 0
Depository
Services
(India)
Limited
Total 4500000 100 0 45000000 100 0 0

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(iii) Change in Promoters’ Shareholding ( please specify, if there is no change)

Sr. Shareholding at the beginning of Cumulative Shareholding


No. the year 1st April, 2018 during the year
No. of shares % of total No. of shares % of total
shares of the shares of the
Company Company
At the beginning of the year 4500000 100 4500000 100
Date wise Increase /Decrease
in Promoters Share holding
during the year specifying
the reasons for increase /
decrease (e.g. allotment /
transfer / bonus/ sweat equity
etc):
At the End of the year 4500000 100 4500000 100

(iv) Shareholding Pattern of top ten Shareholders other than Directors, Promoters and
Holders of GDRs and ADRs):

Sr. Shareholding at the beginning of Cumulative Shareholding


No. the year 1st April, 2018 during the year
For Each of No. of shares % of total No. of shares % of total
the Top 10 shares of the shares of the
Shareholders Company Company
At the beginning of the year 0 0 0 0
Date wise Increase / 0 0 0 0
Decrease in Promoters Share
holding during the year
specifying the reasons for
increase / decrease (e.g.
allotment / transfer / bonus/
sweat equity etc):
At the End of the year ( or 0 0 0 0
on the date of separation, if
separated during the year)

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(v) Shareholding of Directors and Key Managerial Personnel:

Sr. For Each of the Directors Shareholding at the beginning of Cumulative Shareholding
No. and KMP the year 1st April, 2018 during the year
No. of shares % of total No. of shares % of total
shares of the shares of the
Company Company
At the beginning of the year 2 0
Date wise Increase / 0 0
Decrease in Promoters
Share holding during the year
specifying the reasons for
increase / decrease (e.g.
allotment / transfer / bonus/
sweat equity etc):
At the end of the year 2* 0

Note * One Director and One KMP hold 1 share each jointly with CDSL and the Beneficial Ownership
has been transferred to CDSL.

V. INDEBTEDNESS

Secured Loans Unsecured Deposits Total


excluding Loans Indebtedness
deposits
Indebtedness at the beginning of
the financial year
i) Principal Amount 0 0 0 0
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 0 0 0 0
Change in Indebtedness during
the financial year
Addition 0 0 0 0
Reduction 0 0 0 0
Net Change 0 0 0 0
Indebtedness at the end
of the financial year
i) Principal Amount 0 0 0 0
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0

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VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sr. Particulars of Remuneration Name of / Managing Director /Manager Total


No. Shri Sunil Alvares Amount
Manager
1 Gross salary
(a) Salary as per provisions contained in 72,07,111 72,07,111
section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income- 32,400 32,400
tax Act, 1961
(c) Profits in lieu of salary under section -
17(3) Income-tax Act, 1961
2 Stock Option - -
3 Sweat Equity - -
4 Commission - -
- as % of profit - -
- others, specify… - -
5 Others, please specify 2,35,779 2,35,779
Total (A) 74,75,290
Ceiling as per the Act 5% of net profit of the company

B. Remuneration to other directors:

Sr. Particulars of Remuneration Name of Directors Total


No. Shri T. S. Krishna Shri Nayan Mehta Amount
Murthy
3. Independent Directors -Fee for
attending board / committee meetings
-Commission -Others, please specify
Total (1)
4. Other Non-Executive Directors 4,50,000 1,50,000 6,00,000

• Fee for attending board / committee


meetings
• Commission
• Others, please specify
Total (2) 4,50,000 1,50,000 6,00,000
Total (B)=(1+2) 4,50,000 1,50,000 6,00,000
Total Managerial Remuneration

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C. Remuneration To Key Managerial Personnel Other Then MD/ MANAGER/ WTD

Sr. Particulars of Remuneration Key Managerial Personnel


No. CEO Company CFO Total
Secretary
1. Gross salary
(a) Salary as per proovisions contained in section
17(1) of the Income-tax Act, 1961 10,00,458 10,00,458

(b) Value of perquisites u/s 17(2) Income-tax Act, 10,324 10,324


1961

(c) Profits in lieu of salary under section 17(3)


Income-tax Act, 1961
2 Stock Option 0 -
3 Sweat Equity 0 -
4 Commission- as % of Profit- others, specify… 0 -
5 Others, please specify 0 33,776 - 33,776
Total 0 10,44,558 - 10,44,558

VII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section Brief Details of Authority Appeal


of the Description Penalty/ [RD/ made, if
Companies Punishment/ NCLT/ any (give
Act Compounding/ COURT] Details)
fees imposed
A. COMPANY
Penalty
Punishment NIL
Compounding
B. DIRECTORS
Penalty
Punishment
Compounding NIL
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding NIL

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 Annexure D
FORM NO. AOC.2
Form for disclosure of particulars of contracts/arrangements entered into by the company with related
parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms
length transactions under third proviso thereto

(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at arm’s length basis

(a) (b) (c) (d) (e) (f) (g) (h)


Name(s) of the Nature of Duration of Salient Justification date(s) of Amount paid Date on which
related party contracts/ the contracts/ terms of the for entering approval by as advances, if the special
and nature of arrangements/ arrangements/ contracts or into such the Board any: resolution
relationship transactions transactions arrangements contracts or was passed
or arrangements in general
transactions or meeting as
including the transactions required
value, if any under first
proviso to
section 188
NIL

2. Details of material contracts or arrangement or transactions at arm’s length basis


 Amount in `
(a) (b) (c) (d) (e) (f)
Name(s) of the Nature of contracts/ Duration of Salient terms of Date(s) of approval Amount paid as
related party arrangements/ the contracts/ the contracts or by the Board, if advances, if any:
transactions arrangements/ arrangements any:
transactions or transactions
including the value,
if any
BSE Limited Director sitting On actual basis 88,341
(Up to 29/06/2017) fees / identity cards
Ultimate Holding charges paid
Company
Associate (From
30/06/2017)

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(a) (b) (c) (d) (e) (f)


Name(s) of the Nature of contracts/ Duration of Salient terms of Date(s) of approval Amount paid as
related party arrangements/ the contracts/ the contracts or by the Board, if advances, if any:
transactions arrangements/ arrangements any:
transactions or transactions
including the value,
if any
BSE Limited KRA charges On actual basis 11,030
(Up to 29/06/2017) received
Ultimate Holding
Company
Associate (From
30/06/2017)
Central Depository Rent, administrative As per board 27,426,011 MOU dated
Services (India) expenses and salary approval dt. 16.07.11 /15.02.12
Limited reimbursement /10.04.13,Board
Holding Company of employees on approval 26.10.17
deputation paid for rent. Salary on
actual basis
Central Depository Evoting and salary As per board 826,650 Evoting fees as per
Services (India) reimbursement approval dt. Board approval
Limited of employees on 01.06.11. Salary on
Holding Company deputation received actual basis
"Central Depository Computer Hardware On actual basis 1,530,740
Services (India) purchased
Limited
Holding Company"

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INDEPENDENT AUDITORS’ REPORT


TO,
THE MEMBERS OF
CDSL VENTURES LIMITED

Report on the Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying standalone Ind AS financial statements of CDSL Ventures Limited,
which comprise the Balance Sheet as at 31st March, 2019, the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Changes in Equity and the Cash Flow Statement for the year then
ended, and a summary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
standalone Ind AS financial statements give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles generally accepted in India, of the state
of affairs of the Company as at 31st March, 2019 and its profit, total comprehensive income, change in equity
and cash flows for the year ended on that date.

Basis of opinion

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

Information Other than the Standalone Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the preparation of the other information. The other
information comprises the information included in the Management Discussion and Analysis, Board’s
Report including Annexures to Board’s Report Business Responsibility Report, Corporate Governance and
Shareholder’s Information, but does not include the standalone financial statements and our auditor’s report
thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.

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In connection with our audit of the standalone financial statements, our responsibility as to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears
to be materially misstated.

If based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to state that fact. We have nothing to report in this regard.

Management’s Responsibility for the Standalone Ind AS 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 of these standalone Ind AS financial statements that give
a true and fair view of the financial position, financial performance, total comprehensive income, change in
equity 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, 2014. This responsibility also includes 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 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 standalone Ind
AS financial statements that give a true and fair view and are free from material misstatement, whether due to
fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the ability of the
Company to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

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

Auditor’s Responsibility for the Audit of the Financial Statements

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

Our objectives are to obtain reasonable assurance about whether the financial statements are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.

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Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
standalone financial statements.

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

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for
expressing our opinion on whether the Company has adequate internal financial control system in place
and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the management.

• Conclude on the appropriateness of Management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions
that may cast significant doubt on the entity’s ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the entity to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions and events in
a manner that achieves fair presentation.

• 0Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group and its associate entities to express an opinion on the consolidated
financial statements. We are responsible for the direction, supervision and performance of the audit of
the standalone financial statements of such entities included in the consolidated financial statements
of which we are independent auditors. For the other entities included in the consolidated financial
statements, which have been audited by other auditors, such other auditors remain responsible for the
direction, supervision and performance of the audits carried out by them. We remain solely responsible
for our audit opinion.

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Materiality is the magnitude of misstatements in the standalone financial statements that individually or in
aggregate makes it probable that the economic decisions of a reasonably knowledgeable user of the financial
statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the
scope of our audit work and in evaluating the results of our work and (ii) too evaluate the effect of an identified
misstatements in the financial statements.

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

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

From the matters communicated with those charged with governance, we determine those matters that were
of most significance in the audit of the financial statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not
be communicated in our report because the adverse consequences of doing so would reasonably be expected
to outweigh the public interest benefits of such communication.

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) 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.

b) 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.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income,
Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in
agreement with the books of account.

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014.

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e) On the basis of the written representations received from the directors as on 31 March, 2019
st

taken on record by the Board of Directors, none of the directors is disqualified as on 31st March,
2019 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”. Our report expresses an unmodified opinion on the adequacy and operating
effectiveness of the Company’s internal financial controls over financial reporting.

g) With respect to the other matters to be included in Auditor’s Report in accordance with the
requirements of Section197(16) of the Act, as amended:

During the year, the Company has not paid any remuneration to its directors, except for sitting
fees.

h) 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:

a. The Company does not have any pending litigations which would impact its financial
position.

b. The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses.

c. There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company.

For LODHA & COMPANY


Chartered Accountants
Firm Registration No. 301051E

R. P. Baradiya
Place: Mumbai Partner
Date : 2nd May, 2019 Membership No: 44101

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 “Annexure A”
ANNEXURE REFERRED TO IN PROVISION OF PARAGRAPH 1 UNDER THE HEADING
“REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS” OF OUR REPORT OF
EVEN DATE TO THE MEMBERS OF THE CDSL VENTURES LIMITED.

On the basis of such checks as we considered appropriate and according to the information and explanations
given to us during the course of our audit, we state that:

i. a) The Company has maintained proper records showing full particulars, including quantitative
details and situation of fixed assets.
b) The Company has carried out physical verification of all its fixed assets during the year. In our
opinion, the frequency of verification is reasonable considering the size of the Company and the
nature of its assets. No material discrepancies were noticed on such verification.
c)  he Company does not own any immovable property. Therefore, Para 3(i) (c) of the Order is not
T
applicable to the Company.
ii. The Company does not have any inventory. Therefore, the Para 3(ii) of the Order is not applicable to the
Company.
iii. During the year 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.
iv. The Company has neither given any loans nor provided any guarantee or security during the year. In
respect of investments, the provisions of section 185 and 186 of the Act have been complied with.
v. No deposits within the meaning of directives issued by RBI (Reserve Bank of India) and Sections 73 to
76 or any other relevant provisions of the Act and rules framed thereunder have been accepted by the
Company.
vi. According to the information and explanations given to us, the Central Government has not prescribed
the maintenance of cost records under section 148(1) of the Act, in respect of the services rendered by
the Company. Therefore, the Para 3(vi) of the Order is not applicable to the Company.
vii. a) The Company is regular in depositing undisputed statutory dues including provident fund,
employees’ state insurance, income tax, sales-tax, service tax, Goods & Service tax, duty of
customs, duty of excise, value added tax, cess and any other material statutory dues applicable to
the Company with the appropriate authorities. No undisputed amounts payable in respect of the
aforesaid statutory dues were outstanding as at the last day of the financial year for a period of
more than six months from the date they became payable.
b) According to the records of the Company, there are no dues of income tax or sales tax or service
tax or Goods & Service tax or duty of customs or duty of excise or value added tax which have
not been deposited on account of any dispute.

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viii. The Company has not taken any loan or borrowing from a financial institution, bank, government or
debenture holders. Therefore, Para 3 (viii) of the Order is not applicable to the Company.

ix. The Company has not raised any money by way of initial public offer or further public offer during
the year or in the recent past and has not taken any term loan. Therefore, Para 3 (ix) of the Order is not
applicable to the Company.

x. During the course of our examination of the books and records of the Company, carried out in accordance
with the generally accepted auditing practices in India and according to the information and explanations
given to us, we have neither come across any instance of fraud by or on the Company by its officers
or employees, noticed or reported during the year, nor have we been informed of such case by the
management.

xi. The Company has paid / provided managerial remuneration in accordance with the requisite approvals
mandated by the provisions of section 197 read with Schedule V to the Companies Act.

xii. The Company is not Nidhi Company. Therefore, Para 3 (xii) of the Order is not applicable to the
Company.

xiii. All transactions with the related parties are in compliance with section 177 and 188 of Act where
applicable and the details have been disclosed in the financial statements etc. as required by the applicable
accounting standards.

xiv. During the year, the Company has not made any preferential allotment or private placement of shares
or fully or partly convertible debentures and hence reporting under clause 3(xiv) of the order is not
applicable to the Company.

xv. The Company has not entered into any non-cash transactions with directors or persons connected with
him under section 192 of the Act.

xvi. The Company is not required to be registered under section 45 IA of the Reserve Bank of India Act,
1934. Para 3 (xvi) of the Order is not applicable to the Company

For LODHA & COMPANY


Chartered Accountants
Firm Registration No. 301051E

R. P. Baradiya
Place: Mumbai Partner
Date : 2nd May, 2019 Membership No: 44101

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 “Annexure B”
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act

1. We have audited the internal financial controls over financial reporting of CDSL Ventures Limited
(“the Company”) as of March 31, 2019 in conjunction with our audit of Standalone Ind AS financial
statements of the Company for the year ended March 31, 2019.

Management’s Responsibility for Internal Financial Controls

2. 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 (ICAI).
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 Act.

Auditors’ Responsibility

3. 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 deemed to be prescribed under section 143(10) of the Act 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 ICAI. 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.

4. 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.

5. 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.

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Meaning of Internal Financial Controls over Financial Reporting

6. 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, 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

7. 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

8. In our opinion, to the best of our information and according to the explanations given to us, 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, 2019,
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 issued by ICAI.

For LODHA & COMPANY


Chartered Accountants
Firm Registration No. 301051E

R. P. Baradiya
Place: Mumbai Partner
Date : 2nd May, 2019 Membership No: 44101

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CDSL VENTURES LIMITED


CIN: U93090MH2006PLC164885
Balance Sheet as at March 31, 2019
(` in Lakh)
Particulars Note As at March 31, 2019 As at March 31, 2018
No.
ASSETS
1 Non-current assets
a. Property, plant and equipment 3 220.91 38.03
b. Intangible assets 4 36.20 1.08
c. Financial assets
i. Investments
a. Investment in subsidiaries 5 97.50 97.50
b Other investments 6 8,232.80 6,826.70
ii Other financial assets 10 30.03 25.97
Total Non-Current Assets 8,617.44 6,989.28
2 Current assets
a. Financial assets
i. Investments 6 3,260.97 3,995.47
ii. Trade receivables 7 959.25 744.17
iii. Cash and cash equivalents 8 139.35 71.79
iv. Bank balances other than (iii) above 8 1,325.50 8.00
v. Loans 9 0.04 0.03
vi. Others financial assets 10 80.63 58.46
b. Current tax assets (Net) 11 7.09 64.61
c. Other current assets 12 260.27 64.38
Total Current Assets 6,033.10 5,006.91
Total Assets (1+2) 14,650.54 11,996.19
EQUITY AND LIABILITIES
1 Equity
a. Equity share capital 13 500.00 450.00
b. Other equity 14 13,675.91 10,992.51
Total Equity 14,175.91 11,442.51
LIABILITIES
2 Non-current liabilities
Deffered tax Liabilities (Net) 15 105.06 116.22
Total Non-Current Liabilities 105.06 116.22
3 Current liabilities
a. Financial liabilities
i. Trade payables 16
a) Total outstanding dues of micro enterprises and 0.28 0.90
small enterprises
b) Total outstanding dues of creditors other than 181.66 227.59
micro enterprises and small enterprises
ii. Others financial liabilities 17 3.00 3.00
b. Provisions 19 10.31 7.04
c. Other current liabilities 18 174.32 198.93
Total Current Liabilities 369.57 437.46
Total Equity and Liabilities (1+2+3) 14,650.54 11,996.19
Significant accounting policies 2
See accompanying notes forming part of the financial statements 1-31
As per our attached report of even date For and on behalf of the Board of Directors
For Lodha & Company R. K. Kakkar Joydeep Dutta
Chartered Accountants Chairman Director
DIN:08433764 DIN:08084983

R.P. Baradiya Mohini Kharpude


Partner Company Secretary
Membership No. 44101 M No. A31814
Place : Mumbai
Date : May 2, 2019

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CDSL VENTURES LIMITED


CIN: U93090MH2006PLC164885
Statement of Profit and Loss for the year ended March 31, 2019
(` in Lakh)
Particulars Note For the year ended For the year ended
No. 31/03/2019 31/03/2018

1 Revenue from operations 20 4,130.30 3,668.76

2 Other income 21 868.71 613.52

3 Total income (1+2) 4,999.01 4,282.28

4 Expenses
Employee benefits expense 22 252.64 262.51
Depreciation and amortisation expense 3&4 106.03 14.09
Administration and Other expenses 23 1,068.25 732.56
Total expenses 1,426.92 1,009.16

5 Profit before tax (3 -4) 3,572.09 3,273.12

6 Tax expense: 24
Current tax 850.00 820.00
Deferred tax (11.20) 32.21
Total tax expenses 838.80 852.21

7 Profit for the year (5-6) 2,733.29 2,420.91

8 Other comprehensive income


Items that will not be reclassified to profit or loss
i. Remeasurements of the defined benefit plans; 0.15 (1.13)
ii. Income tax relating to items that will not be reclassified to profit (0.04) 0.33
or loss
Other comprehensive (loss) / income (net of tax) 0.11 (0.80)
9 Total comprehensive Income for the year (7+8) 2,733.40 2,420.11

10 Earnings per equity share(EPS) :


Basic and Diluted EPS (not annualised) (`) 54.67 48.42
Face value of share (`) 10.00 10.00
Weighted average number of shares (Nos.) 5,000,000 5,000,000
(Not annualised except yearly data)
Significant accounting policies 2
See accompanying notes forming part of the financial statements 1-31

As per our attached report of even date For and on behalf of the Board of Directors
For Lodha & Company R. K. Kakkar Joydeep Dutta
Chartered Accountants Chairman Director
DIN:08433764 DIN:08084983

R.P. Baradiya Mohini Kharpude


Partner Company Secretary
Membership No. 44101 M No. A31814
Place : Mumbai
Date : May 2, 2019

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CVL

CDSL VENTURES LIMITED


CIN: U93090MH2006PLC164885
Statement of Changes in Equity for the year ended March 31, 2018
` in Lakh
A. Equity Share Capital Amount
Balance as at April 1, 2017 450.00
Changes in equity share capital during the year -
Balance as at March 31, 2018 450.00
Changes in equity share capital during the year 50.00
(1 Bonus share of FV `10/- issued for every 9 shares held)

Balance as at March 31, 2019 500.00

B. Other Equity

(` in Lakh)

Particulars Note Reserve and surplus Total


No. Securities Retained
Premium Earnings
Balance as at April 1, 2017 1,650.00 6,922.40 8,572.40
Profit for the year - 2,420.91 2,420.91
Other comprehensive income for the year - (0.80) (0.80)
Balance at March 31, 2018 1,650.00 9,342.51 10,992.51
Profit for the year - 2,733.29 2,733.29
Other comprehensive income for the year - 0.11 0.11
Utilised for issue of bonus shares (50.00) - (50.00)
Balance as at March 31, 2019 1,600.00 12,075.91 13,675.91

Significant accounting policies 2


See accompanying notes forming part 1-31
of the financial statements

As per our attached report of even date For and on behalf of the Board of Directors
For Lodha & Company R. K. Kakkar Joydeep Dutta
Chartered Accountants Chairman Director
DIN:08433764 DIN:08084983

R. P. Baradiya Mohini Kharpude


Partner Company Secretary
Membership No. 44101 M No. A31814
Place : Mumbai
Date : May 2, 2019

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CVL

CDSL VENTURES LIMITED


CIN: U93090MH2006PLC164885
Cash Flow Statement for year ended March 31, 2019
(` in Lakh)
PARTICULARS For the year ended For the year ended
March 31, 2019 March 31, 2018
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit for the year 2,733.29 2,420.91
Adjustments for
Income tax expenses recognised in profit and loss account 838.80 852.21
Depreciation and Amortisation Expenses 106.03 14.09
Provision for Gratuity and Leave encashment 3.76 (0.58)
Loss / (Profit) on Sale of Investments (Net) (54.98) (13.08)
Fair Value changes in Mutual Fund (632.11) (456.37)
Amortisation of Discount and Premium (Net) 0.08 0.08
Interest Income (138.90) (94.11)
Dividend Income (35.48) (46.63)
Acturial Liability Recognized 0.15 (1.13)
Allowance for expected credit loss 1.60 3.14
Operating profit before working capital changes 2,822.24 2,678.53

Movements in Working Capital


(Increase) / Decrease in Trade Receivables (216.68) (318.46)
(Increase) / Decrease in Loans and Advances (0.01) 0.44
(Increase) / Decrease in Other Assets (102.39) (41.67)
Increase / (Decrease) in Trade Payables (46.55) 112.15
Increase / (Decrease) in Other Liabilities (25.10) 200.23

Cash Generated from / (used in) Operations 2,431.51 2,631.22


Direct taxes paid (net of refunds) (792.48) (825.18)

Net Cash from / (used in) Operating Activities 1,639.03 1,806.04

B. CASH FLOW FROM INVESTING ACTIVITIES


Fixed Assets
Purchase of PPE, including intangible assets, capital work in (420.02) (32.42)
progress and capital advances

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PARTICULARS For the year ended For the year ended
March 31, 2019 March 31, 2018
Purchase of investments (4,998.57) (4,500.66)
Sale of investments 5,014.05 2,673.12
Investments in fixed deposits with banks (1,307.56) (32.89)
Proceeds from maturity of fixed deposits with banks 7.89 2.00
Interest Received 97.26 92.94
Dividend Received 35.48 46.63

Net Cash generated from / (used in) Investing Activities (1,571.47) (1,751.28)

C. CASH FLOW FROM FINANCING ACTIVITIES

Net Cash from / (used in) Financing Activities - -


Net Increase / (Decrease) in Cash and Cash Equivalents 67.56 54.76
(A+B+C)
Cash and Cash Equivalents at the beginning of the year 71.79 16.95

Cash and Cash Equivalents at the end of the year 139.35 71.71
Cash and cash equivalents at the end of the year comprises
i) Cash on hand 0.11 0.16
ii) Cheques in hand - 0.08
iii) Balances with Banks - Current Account 139.24 71.55

Significant accounting policies 2


See accompanying notes forming part of the financial 1-31
statements

1. The Cash Flow Statement has been prepared under the “Indirect Method” as set out in Ind As - 7 “Cash
Flow Statement”.
2. Previous year’s audited figures have been regrouped wherever necessary.

As per our attached report of even date For and on behalf of the Board of Directors
For Lodha & Company R. K. Kakkar Joydeep Dutta
Chartered Accountants Chairman Director
DIN:08433764 DIN:08084983

R. P. Baradiya Mohini Kharpude


Partner Company Secretary
Membership No. 44101 M No. A31814
Place : Mumbai
Date : May 2, 2019

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CVL

CDSL VENTURES LIMITED


CIN: U93090MH2006PLC164885
Notes forming part of the Financial Statements for the year ended 31stMarch, 2019

1. Corporate Information

CDSL Ventures Limited (“CVL” or “the Company”) is a wholly owned subsidiary of Central Depository
Services (India) Limited, incorporated on 25th September, 2006. CVL is the first KRA appointed by SEBI
to do common KYC for investor in the Capital Market, Accordingly CVL receives clients electronic
KYC records of KYC document from SEBI registered intermediaries and makes it available to any
other intermediaries when the said client opens an account or transacts with the said intermediaries
and for allied data collection and verification services. Further updates of KYC details received by any
intermediary is collected or downloaded to other intermediaries who have accessed the KYC record.

2. Significant Accounting Policies:

a) Statement of compliance

The financial statements of the Company have been prepared in accordance with Indian Accounting
Standards (Ind AS) prescribed under section 133 of the Act read with Rule 3 of the Companies
(Indian Accounting Standard) Rules, 2015 and amendments thereon.

The financial statements for the year ended March 31, 2019 were approved by the Board of
Directors and authorised for issue on May 02, 2019.

b) Basis of preparation

These financial statements have been prepared on the historical cost basis, except for certain
financial instruments which are measured at fair values at the end of each reporting period, as
explained in the accounting policies below. Historical cost is generally based on the fair value of
the consideration given in exchange for goods and services.

c) Functional and presentation currency

The financial statements are presented in Indian rupees, which are the functional currency of
the Company and the currency of the primary economic environment in which the Company
operates. All financial information presented in Indian rupees has been rounded to the nearest
lakhs except share and per share data.

d) Use of Estimates:

The preparation of these financial statements in conformity with the recognition and measurement
principles of Ind AS requires the management of the Company to make estimates and assumptions

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that affect the reported balances of assets and liabilities, disclosures relating to contingent liabilities
as at the date of the financial statements and the reported amounts of income and expense for the
years presented.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the year in which the estimates are revised and future years are
affected.

e) Property, plant & equipments

Plant and equipment are stated at historical cost less depreciation. Historical cost includes
expenditure that is directly attributable to the acquisition of the items. Capital work-in-progress,
plant and equipment are stated at cost net of accumulated depreciation and accumulated impairment
losses, if any. Cost includes borrowing costs for long term construction projects if the recognition
criteria are met.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will
flow to the Company and the cost of the item can be measured reliably. The carrying amount of
any component accounted for as a separate asset is derecognized when replaced. All other repairs
and maintenance are charged to Statement of Profit and Loss during the reporting period in which
they are incurred.

f) Intangible assets

Intangible assets purchased are measured at cost as of the date of acquisition less accumulated
amortization and accumulated impairment, if any.

Intangible assets are amortised on a straight line basis over economic useful life of asset and
assessed for impairment whenever there is an indication that the intangible asset may be impaired.
The amortization expense on intangible assets is recognized in the Statement of Profit and Loss.

Intangible assets consist of computer software.

g) Depreciation /Amortization/Impairment Loss

Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its
estimated residual value.

Depreciation on tangible fixed assets has been provided on the straight-line method as per the
useful life prescribed in Schedule II to the Companies Act, 2013 except in respect of the following
categories of assets, in whose case the life of the assets has been assessed as under based on
technical advice, taking into account the nature of the asset, the estimated usage of the asset, the

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operating conditions of the asset, past history of replacement, anticipated technological changes,
manufacturers warranties and maintenance support, etc.:

Description of asset Useful life as per the Useful life used


Schedule II (in years)
(in years)
Building 60 10
Civil and interior work 10 10
Computer Hardware/software 3 2
Office Equipment 5 5
Furniture and Fixtures 10 5
Vehicles 8 4

Leasehold premises are amortized over a period of 10 years.

The carrying amounts of assets are reviewed at each Balance Sheet date if there is an indication
of impairment based on internal and external factors. The asset is treated as impaired when its
carrying cost exceeds the recoverable amount. Impairment loss, if any, is charged to the Statement
of Profit and Loss for the year in which the asset is identified as impaired. Reversal of impairment
loss recognized in the prior years is recorded when there is an indication that impairment losses
recognized for the asset no longer exist or have decreased.

h) Fair Value Measurement

The Company measures financial instruments, such as derivatives, at fair value at each balance
sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at the measurement date. The fair value
measurement is based on the presumption that the transaction to sell the asset or transfer the
liability takes place either:

(a) In the principal market for the asset or liability, or

(b) In the absence of a principal market, in the most advantageous market for the asset or
liability.

The principal or the most advantageous market must be accessible by the Company. The fair
value of an asset or a liability is measured using the assumptions that market participants
would use when pricing the asset or liability, assuming that market participants act in their
best economic interest.

A fair value measurement of a non-financial asset takes into account a market participant’s

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ability to generate economic benefits by using the asset in its highest and best use or by selling it
to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which
sufficient data are available to measure fair value, maximizing the use of relevant observable
inputs and minimizing the use of Unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements
are categorized within the fair value hierarchy, described as follows, based on the lowest level
input that is significant to the fair value measurement as a whole:

• Level 1 - Inputs are quoted market prices (unadjusted) in active markets for identical
assets or liabilities that the entity can access at the measurement date;

• Level 2 - Valuation techniques for which the lowest level input that is significant to the fair
value measurement is directly or indirectly observable; and

• Level 3 - Valuation techniques for which the lowest level input that is significant to the fair
value measurement is unobservable.

For assets and liabilities that are recognized in the financial statements on a recurring basis, the
Company determines whether transfers have occurred between levels in the hierarchy by re-
assessing categorization (based on the lowest level of input that is significant to the fair value
measurement as a whole) at the end of each reporting period.

Fair value for measurement and / or disclosure purposes in this financial information is determined
on such a basis, except for share-based payment transactions that are within the scope of Ind AS
102, leasing transactions that are within the scope of Ind AS 17, and measurements that have
some similarities to fair value but are not fair value, such as net realizable value in Ind AS 2 or
value in use in Ind AS 36.

i) Financials Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a
financial liability or equity instrument of another entity. Financial assets and financial liabilities
are recognized when a Company becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs
that are directly attributable to the acquisition or issue of financial assets and financial liabilities
(other than financial assets and financial liabilities at fair value through profit or loss) are added
to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on
initial recognition. Transaction costs directly attributable to the acquisition of financial assets or
financial liabilities at fair value through profit or loss are recognized immediately in Statement of
Profit and Loss.

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I. Classification of financial assets

Company has classified and measured Financial Assets into following:

i. Amortized cost if both of the following conditions are met:

a) The financial asset is held within a business model whose objective is to hold
Financial assets in order to collect contractual cash flows and

b) The contractual terms of the financial asset give rise on specified dates to
cash flows that are solely payments of principal and interest on the principal
amount outstanding.

ii.  air value through other comprehensive income if both of the following conditions
F
are met:

a) the financial asset is held within a business model whose objective is achieved
by both collecting contractual cash flows and selling financial assets and

b) The contractual terms of the financial asset give rise on specified dates to
cash flows that are solely payments of principal and interest on the principal
amount outstanding.

Assets under this category are measured at fair value and gains and losses
arising out of such measurement are carried through other comprehensive
income

iii.  air value through profit or loss if asset is not classified at amortized cost or fair
F
value through other comprehensive income

II. Classification of Financial Liabilities

Company has classified financial liabilities as subsequently measured at amortized cost. For trade
and other payable maturing within one year from the date of Balance Sheet the carrying amount
approximate fair value due to short maturity of these instruments.

j) Employee Benefits

Short term Employee Benefits are estimated and provided for.

Performance linked bonus is provided as and when the same is approved by the management.

Post-Employment Benefits and Other Long term Employee Benefits are treated as follows:

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(i) Defined Contribution Plans:

Provident Fund: The Provident fund plan is operated by Regional Provident Fund
Commissioner (RPFC) and the contribution thereof are paid/provided for.

Contributions to the defined contribution plans are charged to Statement of Profit and Loss
for the respective financial year as and when services are rendered by the employees.

(ii) Defined Benefits Plans:

a) Gratuity:
Gratuity for employees is covered by Gratuity Scheme with Life Insurance Corporation
of India and the contribution thereof is paid/provided for. The Company’s liabilities
under Payment of Gratuity Act are determined on the basis of actuarial valuation
made at the end of each financial year using the projected unit credit method.
Obligation is measured at the present value of estimated future cash flows using a
discounted rate that is determined by reference to market yields at the Balance Sheet
date on Government bonds where the terms of the Government bonds are consistent
with the estimated terms of the defined benefit obligation. The net interest cost is
calculated by applying the discount rate to the net balance of the defined benefit
obligation and fair value of plan assets. This cost is included in employee benefit
expense in the Statement of Profit and Loss. Re-measurement gains or losses arising
from experience adjustments changes in actuarial assumptions are recognized
in the period in which they occur, directly in other comprehensive income. They
are included in retained earnings in the Statement of changes in Equity and in the
Balance Sheet. Re-measurements are not reclassified to Statement of Profit and Loss
in subsequent periods.

b) Compensated absences:

Accumulated compensated absences, which are expected to be availed or encased


within 12 months from the end of the year, are treated as short term employee benefits.
The obligation towards the same is measured at the expected cost of accumulating
compensated absences as the additional amount expected to be paid as a result of the
unused entitlement as at the year end. Accumulated compensated absences, which
are expected to be availed or encased beyond 12months from the end of the year, are
treated as other long term employee benefits. The Company’s liability is actuarially
determined (using the Projected Unit Credit method) at the end of each year.

Actuarial gains/losses at the end of the year accrued to the defined benefit plans are
taken to Other Comprehensive Income for the respective financial year.

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k) Current tax and deferred tax

Current tax is the amount of tax payable on the taxable income for the year as determined in
accordance with the applicable tax rates and the provisions of the Income Tax Act, 1961 and other
applicable tax laws. Deferred tax in recognised using balance sheet approach. The deferred tax for
timing differences between the book and tax profits for the year is accrued for, using the tax rates
and laws those have been substantively enacted as of the balance sheet date. Deferred tax assets
arising from differences are recognised to the extent that there is reasonable certainty that these
would be realized in future.

Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right
to set off assets against liabilities representing current tax and where the deferred tax assets and
the deferred tax liabilities relate to taxes on income levied by the same governing taxation laws.

l) Foreign Currency Translation

The functional currency of CDSL Ventures Limited is Indian rupees.

All foreign currency transactions are recorded at exchange rate prevailing on the date of the
transaction. All foreign currency current assets/liabilities are translated at the rates prevailing on
the date of the Balance Sheet. Foreign exchange rate difference arising on settlement / conversion
is recognized in the Statement of Profit and Loss.

m) Revenue Recognition

In contracts involving the rendering of services, revenue is measured using the proportionate
completion method and are recognised net of service tax provided that at the time of performance
it is not unreasonable to expect ultimate collection. If at the time of rising of any claim it is
unreasonable to expect ultimate collection, revenue recognition is postponed till the time the
ultimate collection is made.

Interest is recognized on a time proportionate basis taking into account the amount outstanding
and the rate applicable.

Dividend is recognized when the unconditional right to receive payment is established.

n) Provisions and Contingencies

A provision is recognised when the Company has a present obligation as a result of past events
and it is probable that an outflow of resources will be required to settle the obligation in respect
of which a reliable estimate can be made. Provisions (excluding retirement benefits) are not
discounted to their present value and are determined based on the best estimate required to settle
the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and

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adjusted to reflect the current best estimates. Contingent liabilities are disclosed in the Notes.
Contingent assets are neither recognized nor disclosed in the financial statements.

o) Cash and cash equivalents (for the purpose of Cash Flow Statement)

Cash and cash equivalents in the Balance Sheet and for the purpose of Statement of Cash Flows
comprise cash in hand and cash at bank including fixed deposit with original maturity period of
three months and short term highly liquid investments with an original maturity of three months
or less net of outstanding bank overdrafts as they are considered an integral part of the Company’s
cash management.

p) Cash flow statement

Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary
items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or
accruals of past or future cash receipts or payments. The cash flows from operating, investing and
financing activities of the Company are segregated based on the available information.

q) Earnings per share

Basic earnings per share are computed by dividing the profit for the year by the weighted average
number of equity shares outstanding during the year. The weighted average number of equity
shares outstanding during the period and for all periods presented is adjusted for events, such as
bonus shares that have changed the number of equity shares outstanding, without a corresponding
change in resources. For the purpose of calculating diluted earnings per share, the net profit or
loss for the period attributable to equity shareholders and the weighted average number of shares
outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

r) Impairment

Financial assets carried at amortised cost and FVTOCI

In accordance with Ind AS 109, the Company applies expected credit loss (ECL) model for
measurement and recognition of impairment loss. The Company follows ‘simplified approach’
for recognition of impairment loss allowance on trade receivables.

The application of simplified approach does not require the Company to track changes in credit
risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting
date, right from its initial recognition.

For recognition of impairment loss on other financial assets and risk exposure, the Company
determines that whether there has been a significant increase in the credit risk since initial
recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for

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impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If
in subsequent period, credit quality of the instrument improves such that there is no longer a
significant increase in credit risk since initial recognition, then the entity reverts to recognising
impairment loss allowance based on 12 month ECL. Lifetime ECLs are the expected credit losses
resulting from all possible default events over the expected life of a financial instrument. The
12 month ECL is a portion of the lifetime ECL which results from default events that are possible
within 12 months after the reporting date. ECL is the difference between all contractual cash flows
that are due to the Company in accordance with the contract and all the cash flows that the entity
expects to receive (i.e. all shortfalls), discounted at the original EIR. When estimating the cash
flows, an entity is required to consider:

• All contractual terms of the financial instrument (including prepayment, extension etc.)
over the expected life of the financial instrument. However, in rare cases when the expected
life of the financial instrument cannot be estimated reliably, then the entity is required to
use the remaining contractual term of the financial instrument.

• Cash flows from the sale of collateral held or other credit enhancements that are integral to
the contractual terms.

The Company has used a practical expedient by computing the expected credit loss allowance for
trade receivable based on a detailed analysis of trade receivable on individual basis.

ECL impairment loss allowance (or reversal) recognised during the period is recognised as income
/ expense in the Statement of Profit and Loss.

Financial assets measured at amortised cost, contractual revenue receivable: ECL is presented as
an allowance, i.e. as an integral part of the measurement of those assets in the balance sheet. The
allowance reduces the net carrying amount. Until the asset meets write off criteria, the Company
does not reduce impairment allowance from the gross carrying amount.

s) Current / Non-current classification

The company presents assets and liabilities to be classified as either Current or Non-current.

Assets: An asset is classified as current when it satisfies any of the following criteria:

1. it is expected to be realized in, or is intended for sale or consumption in, the entity’s normal
operating cycle;

2. it is held primarily for the purpose of being traded;

3. it is expected to be realized within twelve months after the balance sheet date; or

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4. it is cash or a cash equivalent unless it is restricted from being exchanged or used to settle
a liability for at least twelve months after the balance sheet date.

5. All other assets are classified as non-current.

Liabilities: A liability is classified as current when it satisfies any of the following criteria:

1. it is expected to be settled in, the entity’s normal operating cycle;

2. it is held primarily for the purpose of being traded; it is due to be settled within twelve
months after the balance sheet date; or

3. The Company does not have an unconditional right to defer settlement of the liability for at
least twelve months after the balance sheet date.

4. All other liabilities are classified as non-current.

t) Operating Cycle

Based on the nature of products / activities of the Company and the normal time between
acquisition of assets and their realization in cash or cash equivalents, the Company has determined
its operating cycle as 12 months for the purpose of classification of its assets and liabilities as
current and non-current.

u) Recent accounting pronouncements

(i) Ind AS 116 Leases : On March 30, 2019, Ministry of Corporate Affairs has notified Ind
AS 116, Leases. Ind AS 116 will replace the existing leases Standard, Ind AS 17 Leases, and
related Interpretations. The Standard sets out the principles for the recognition, measurement,
presentation and disclosure of leases for both parties to a contract i.e., the lessee and the lessor.
Ind AS 116 introduces a single lessee accounting model and requires a lessee to recognize assets
and liabilities for all leases with a term of more than twelve months, unless the underlying asset
is of low value. Currently, operating lease expenses are charged to the statement of Profit & Loss.
The Standard also contains enhanced disclosure requirements for lessees. Ind AS 116 substantially
carries forward the lessor accounting requirements in Ind AS 17.

The effective date for adoption of Ind AS 116 is annual periods beginning on or after April 1,
2019. The standard permits two possible methods of transition:

• Full retrospective – Retrospectively to each prior period presented applying Ind AS 8


Accounting Policies, Changes in Accounting Estimates and Errors

• Modified retrospective – Retrospectively, with the cumulative effect of initially applying


the Standard recognized at the date of initial application.

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Under modified retrospective approach, the lessee records the lease liability as the present value
of the remaining lease payments, discounted at the incremental borrowing rate and the right of use
asset either as:

• Its carrying amount as if the standard had been applied since the commencement date, but
discounted at lessee’s incremental borrowing rate at the date of initial application or

• An amount equal to the lease liability, adjusted by the amount of any prepaid or accrued
lease payments related to that lease recognized under Ind AS 17 immediately before the
date of initial application.

Certain practical expedients are available under both the methods.

The Company is currently evaluating the effect of this amendment on the standalone financial
statements. The effect due to this amendment would be insignificant in the financial statements.

(ii) Amendment to Ind AS 12 – Income taxes : On March 30, 2019, Ministry of Corporate
Affairs issued amendments to the guidance in Ind AS 12, ‘Income Taxes’, in connection with
accounting for dividend distribution taxes.

The amendment clarifies that an entity shall recognise the income tax consequences of dividends
in profit or loss, other comprehensive income or equity according to where the entity originally
recognised those past transactions or events.

Effective date for application of this amendment is annual period beginning on or after April
1, 2019. The Company is currently evaluating the effect of this amendment on the standalone
financial statements. The effect due to this amendment would be insignificant in the financial
statements.

(iii) Ind AS 12 Appendix C, Uncertainty over Income Tax Treatments: On March 30, 2019,
Ministry of Corporate Affairs has notified Ind AS 12 Appendix C, Uncertainty over Income
Tax Treatments which is to be applied while performing the determination of taxable profit (or
loss), tax bases, unused tax losses, unused tax credits and tax rates, when there is uncertainty
over income tax treatments under Ind AS 12. According to the appendix, companies need to
determine the probability of the relevant tax authority accepting each tax treatment, or group of
tax treatments, that the companies have used or plan to use in their income tax filing which has to
be considered to compute the most likely amount or the expected value of the tax treatment when
determining taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates.

The standard permits two possible methods of transition - i) Full retrospective approach – Under
this approach, Appendix C will be applied retrospectively to each prior reporting period presented
in accordance with Ind AS 8 – Accounting Policies, Changes in Accounting Estimates and Errors,
without using hindsight and ii) Retrospectively with cumulative effect of initially applying

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Appendix C recognized by adjusting equity on initial application, without adjusting comparatives.

The effective date for adoption of Ind AS 12 Appendix C is annual periods beginning on or after
April 1, 2019. The Company will adopt the standard on April 1, 2019. The Company is currently
evaluating the effect of this amendment on the standalone financial statements. The effect due to
this amendment would be insignificant in the financial statements.

(iv) Amendment to Ind AS 19 – plan amendment, curtailment or settlement: On March


30, 2019, Ministry of Corporate Affairs issued amendments to Ind AS 19, ‘Employee Benefits’, in
connection with accounting for plan amendments, curtailments and settlements.

The amendments require an entity:

• to use updated assumptions to determine current service cost and net interest for the
remainder of the period after a plan amendment, curtailment or settlement; and

• to recognise in profit or loss as part of past service cost, or a gain or loss on settlement, any
reduction in a surplus, even if that surplus was not previously recognised because of the
impact of the asset ceiling.

Effective date for application of this amendment is annual period beginning on or after April
1, 2019. The Company is currently evaluating the effect of this amendment on the standalone
financial statements. The Company does not have any impact on account of this amendment.

v) Segment Reporting

The Company is engaged in the business of providing common KYC for investors in the Capital
Market and the operations are carried out within India and hence there is no separate reportable
segment as per Indian Accounting Standard 108 on “Operating Segment” prescribed in Companies
(Accounting Standards) Rules, 2015.

w) Rounding off Amounts

All amounts disclosed in the financial statements and notes have been rounded off to the nearest
Lakhs as per the requirement of Schedule III, unless otherwise stated.

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CVL
3 Property, plant and equipment

(₹ in Lakh)
Particulars Computer Furniture Office Total
Hardware and fixtures equipments
Net Block
Balance as at April 1, 2017 49.32 0.07 0.26 49.65
Additions during the year ended 32.42 - - 32.42
March 31, 2018
Deductions / adjustments - - - -
Balance as at March 31, 2018 81.74 0.07 0.26 82.07

Balance as at April 1, 2018 81.74 0.07 0.26 82.07


Additions during the year ended 263.23 - 12.11 275.34
March 31, 2019
Deductions / adjustments - - - -
Balance as at March 31, 2019 344.97 0.07 12.37 357.41

Particulars Computer Furniture Office Total


Hardware and fixtures equipments
Accumulated depreciation and
impairment
Balance as at April 1, 2017 31.15 0.07 0.18 31.40
Depreciation for the year ended 12.61 - 0.03 12.64
March 31, 2018
Deductions / Adjustments - - - -
Balance as at March 31, 2018 43.76 0.07 0.21 44.04

Balance as at April 1, 2018 43.76 0.07 0.21 44.04


Depreciation for the year ended 87.99 - 4.47 92.46
March 31, 2019
Deductions / Adjustments - - - -
Balance as at March 31, 2019 131.75 0.07 4.68 136.50

Particulars Computer Furniture Office Total


Hardware and fixtures equipments
Net Book Value
As at March 31, 2019 213.22 - 7.69 220.91
As at March 31, 2018 37.98 - 0.05 38.03

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CVL
4 Other intangible assets

(` in Lakh)
Particulars Software Total
Net Block
Balance as at April 1, 2017 3.08 3.08
Additions during the year ended March 31, 2018 - -
Deductions / adjustments - -
Balance as at March 31, 2018 3.08 3.08

Balance as at April 1, 2018 3.08 3.08


Additions during the year ended March 31, 2019 48.68 48.68
Deductions / adjustments - -
Balance as at March 31, 2019 51.76 51.76

Particulars Software Total


Accumulated amortisation and impairment
Balance as at April 1, 2017 0.55 0.55
Amortisation for the year ended March 31, 2018 1.45 1.45
Deductions / Adjustments - -
Balance as at March 31, 2018 2.00 2.00

Balance as at April 1, 2018 2.00 2.00


Amortisation for the year ended March 31, 2019 13.56 13.56
Deductions / Adjustments - -
Balance as at March 31, 2019 15.56 15.56

Particulars Software Total


Net Book Value
As at March 31, 2019 36.20 36.20
As at March 31, 2018 1.08 1.08

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5 Investment in Subsidiaries
(` in Lakh)
Particulars As at March 31, 2019 As at March 31, 2018
Units Amount Units Amount

Un-quoted Trade Investments


Investment in Equity Instruments
- CDSL Insurance Repository 975,001 97.50 975,001 97.50
Limited (Fully paid up)
Total aggregate un-quoted Investments 97.50 97.50

Aggregate carrying value of un-quoted 97.50 97.50


investments

6 Other Investments
(` in Lakh)
Particulars As at As at
March 31, 2019 March 31, 2018
Non-current Investments (refer note 6A)
Quoted Non Trade Investments
Investments in Debentures and Bonds measured at amortised cost
- Bonds and Non-Convertible Debentures 1,800.52 1,300.61
1,800.52 1,300.61
Investments in Mutual Funds measured at FVTPL
- Units of Growth Oriented Debt Schemes of Mutual Funds 6,432.28 5,526.09
6,432.28 5,526.09

Total Non-current Investments 8,232.80 6,826.70

(` in Lakh)

Particulars As at As at
March 31, 2019 March 31, 2018
Current Investements (refer note 6A)
Unquoted Investments
- Investment in units of Mutual Fund at FVTPL 3,260.97 3,552.29
3,260.97 3,552.29
Quoted Investments
Investments in Mutual Funds measured at FVTPL
- Units of Growth Oriented Debt Schemes of - 443.18
Mutual Funds (Quoted)
- 443.18

Total Current Investments 3,260.97 3,995.47

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6A Details of Investments

Name of the Body Corporate / Mutual Fund No. of Shares / Units (`) In Lakh
As at March As at March As at March As at March
31, 2019 31, 2018 31, 2019 31, 2018
Non current investments

a. Investment in Debentures
TATA Capital NCD 8.70% 27.09.2021 50,000 - 500.00 -
500.00 -

b. Investment in bonds
(Non Trade, Quoted and fully paid up)
7.11% NHAI Tax Free Bonds 18.09.2025 30 30 300.02 300.02
7.16% PFC Tax Free Bonds 17.07.2025 50 50 500.22 500.26
7.17% REC Tax Free Bonds 23.07.2025 50 50 500.28 500.33
1,300.52 1,300.61

c. Investment in units of mutual funds


(Non Trade, Quoted and fully paid up)
ABSL Fixed Term Plan Series OD - Direct - Growth 5,000,000 5,000,000 578.41 537.08
ABSL Fixed Term Plan Series OE - Direct - Growth 8,000,000 8,000,000 925.26 858.95
ABSL Fixed Term Plan Series OI - Direct - Growth 9,995,095 9,995,095 1,156.62 1,074.03
ABSL Fixed Term Plan Series OK - Direct - Growth 5,500,000 5,500,000 634.24 589.18
ABSL Fixed Term Plan Series OT - Direct - Growth 4,715,264 4,715,264 524.78 487.89
Kotak Fixed Term Plan Series 202 - Direct - Growth 10,000,000 10,000,000 1,150.80 1,069.49
Kotak Fixed Term Plan Series 212 - Direct - Growth 3,500,000 3,500,000 382.53 355.89
Reliance FHF XXXIII-SR 10 Direct Growth 5,204,160 5,204,160 596.18 553.58
Reliance FHF-XXXVIII-Sr-3-Direct - Growth 4,511,070 - 483.46 -

6,432.28 5,526.09

Total of non current investments (a+b+c) 8,232.80 6,826.70

Current investments

d. Investment in units of mutual funds


(Non Trade, Quoted and fully paid up)
Reliance FHF XXIV Sr 15-Direct - Growth - 3,000,000 - 443.18

- 443.18

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Name of the Body Corporate / Mutual Fund No. of Shares / Units (`) In Lakh
As at March As at March As at March As at March
31, 2019 31, 2018 31, 2019 31, 2018
e. Investment in units of mutual funds
(Non Trade, Unquoted & Fully Paid up)

ABSL Savings Fund-Direct - DDR - 715,138 - 716.49


ABSL Savings Fund - Direct - Growth 159,118 - 591.54 -
Kotak Floater Short Term- Direct - DDR - 32,413 - 327.90
Kotak Treasury Advantage Fund- Direct - Growth - 443,053 - 125.08
Kotak Liquid Fund - Direct - Growth 3,190 - 120.74 -
Reliance Short Term Plan - Direct - MDR - 4,190,096 - 474.32
Reliance Short Term Plan - Direct - Growth 1,396,487 - 503.76 -
Reliance Floating Rate Fund - Direct Growth 6,790,120 6,790,120 2,044.93 1,908.50

3,260.97 3,552.29

Total of current investments (d+e) 3,260.97 3,995.47

Total investments 11,493.77 10,822.17

7 Trade Receivables

(` in Lakh)
Particulars As at As at
March 31, 2019 March 31, 2018
-Secured, considered good - -
-Unsecured, considered good 959.25 744.17
-Unsecured, considered doubtful - -
- Trade Receivable which have Significant in credit risk - -
- Trade Receivable - credit impaired 3.13 6.75
Less: Allowance for expected credit loss (3.13) (6.75)

Total (A+B) 959.25 744.17

1. Trade receivables are dues in respect of services rendered in the normal course of business.
2. The Normal credit period allowed by the company ranges from 0 to 25 days.
3. The Company has used a practical expedient by computing the expected credit loss allowance for trade
receivables based on a detailed analysis of trade receivables by individual departments.
4. There are no dues by directors or other officers of the company or any of them either severally or jointly
with any other person or debts due by firms or private companies respectively in which any director is a
partner or a director or a member.

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8 Cash and cash equivalents

For the purpose of statement of cashflows, cash and cash equivalents includes cash on hand, and in
banks, cash and cash equivalents at the end of the reporting period as shown in the statement of cashflow
have been reconciled to the related items on the balance sheet as follows:

(` in Lakh)
Particulars As at March As at March
31, 2019 31, 2018
Current
(a) Cash on hand 0.11 0.16
(b) Cheques, drafts on hand - 0.08
Balance with Banks
Owned fund
- In Current Accounts 139.24 71.55
Total 139.24 71.55
Bank Balance other than above
Balance with Banks
Owned fund
- In Deposit Accounts 1,307.56 7.89
(Earmarked against bank guarantee of ` 157.56 lakh,
Previous year ` 7.89 lakh)
Accrued Interest On Bank Deposits 17.94 0.11
Total 1,325.50 8.00

9 Loans

(` in Lakh)
Particulars As at As at
March 31, 2019 March 31, 2018
Current
Unsecured, considered good - Loan to staff 0.04 0.03
Total 0.04 0.03

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10 Other Financial assets

(` in Lakh)
Particulars As at As at
March 31, 2019 March 31, 2018
Non-current
Sundry deposits 2.50 -
Bank Deposits 25.00 25.00
(Earmarked againts bank guarantee of ` 25.00 lakh,
Previous year ` 25.00 lakh)
Accrued Interest - On Bank Deposits 2.53 0.97
Total 30.03 25.97
current
Accrued Interest
On Bonds 80.63 58.46
Total 80.63 58.46

11 Income tax asset and liabilities

(` in Lakh)
Particulars As at As at
March 31, 2019 March 31, 2018
Current tax assets
Advance Income Tax (net of provision ` 3848.83 lakh and 7.09 64.61
Previous Year ` 2998.83 lakh)
Total 7.09 64.61

12 Other current assets

(` in Lakh)
Particulars As at As at
March 31, 2019 March 31, 2018
Capital advances 96.00 -
Prepaid Expenses 94.89 24.24
CENVAT Credit Receivable 67.85 38.95
Advance to Creditors 1.53 1.19
Total 260.27 64.38

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13 Equity Share Capital
(` in Lakh)
Particulars As at As at
March 31, 2019 March 31, 2018
Equity Share Capital
Authorised share capital:
Equity Shares of ` 10/- each with voting rights 500.00 500.00
(5000000 equity shares as at March 31, 2019) equity shares of ` 10/-
each fully paid-up.

Issued share capital:


Equity Shares of ` 10/- each with voting rights 500.00 450.00
(5000000 equity shares as at March 31, 2019) equity shares of ` 10/-
each fully paid-up.

Subscribed and Paid-up share capital


(5000000 equity shares as at March 31, 2019) equity shares of ` 10/- 500.00 450.00
each fully paid-up.

Total 500.00 450.00


Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting year

Particulars As at As at
March 31, 2019 March 31, 2018
No. of shares at the beginning of the year / period 4,500,000 4,500,000
Additions Bonus Shares issued during the year / period 5,00,000 -
No. of shares at the end of the year / period 50,00,000 4,500,000

Terms/rights attached to equity shares

a) The Company has alloted 500000 Equity shares as bonus in ratio of (1:9), one share for every nine share
held of face value Rs. 10/- per share on May 22,2018.
a) The Company has only one class of equity shares having face value of ` 10 each. Each holder of equity
shares is entitled to one vote per share. The Company declares and pay dividends in Indian rupees.
The dividend proposed by the Board of Directors is subject to the approval of the Shareholders in the
ensuing Annual General Meeting.
b) In the event of liquidation of the Company, the holders 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 shareholders.
c) As per records of the Company, including its register of shareholders/members and other declaration
received from shareholders regarding beneficial ownership:

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CVL
Shares held by Holding Company and its subsidiaries
Name of the Shareholders As at March 31, 2019 As at March 31, 2018
No. of ( ` ) In No. of ( ` ) In
Shares Lakh Shares Lakh
Central Depository Services (India) Limited, 5,000,000 500.00 4,500,000 450.00
Holding Company and its nominees

Shares held by Holding Company and its subsidiaries


Name of the Shareholders As at March 31, 2019 As at March 31, 2018
No. of ( ` ) In No. of ( ` ) In
Shares Lakh Shares Lakh
At the beginning of the year 4,500,000 450.00 4,500,000 450.00
Bonus shares issued during the year 500,000 50.00 - -
Outstanding at the end of the year 5,000,000 500.00 4,500,000 450.00
Bonus Shares issued within a period of 5 years 2,000,000 200.00 1,500,000 150.00
immediately preceeding the balance sheet date
Aggregate number of equity shares of `10 500,000 50.00 - -
each alloted at par as fully paid up by way of
bonus shares during the year

14 Other equity
(` in Lakh)
Particulars As at As at
March 31, 2019 March 31, 2018
Securities premium 1,600.00 1,650.00
Retained earnings 12,075.91 9,342.51
Total 13,675.91 10,992.51

14.1 Securities premium

Particulars As at As at
March 31, 2019 March 31, 2018
Opening Balance 1,650.00 1,650.00
Less: bonus shares issued during the year 50.00 -
Closing balance 1,600.00 1,650.00

14.2 Retained earnings


Particulars As at As at
March 31, 2019 March 31, 2018
Opening Balance 9,342.51 6,922.40
Total Comprehensive Income during the period 2,733.40 2,420.11
Amount available for appropriation 12,075.91 9,342.51

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CVL
15 Deferred tax balances

(` in Lakh)
Particulars As at As at
March 31, 2019 March 31, 2018
Deferred tax assets 20.39 17.93
Deferred tax liabilities 125.45 134.15
TOTAL (105.06) (116.22)

Deferred tax (liabilities) / assets in relation to:

(` in Lakh)
Particulars Opening Recognised in Recognised Closing Recognised Recognised Closing
balance as Profit and loss in Other balance as in Profit and in Other balance as
at April 1, for year ended Comprehensive at March loss for period Comprehensive at March
2018 March 31, 2018 Income for 31, 2018 ended March Income for 31, 2019
year ended 31, 2019 year ended
31.03.2018 31.03.2019
1. Deferred tax Assets
Provision for compensated 18.25 1.36 0.33 19.94 1.34 (0.04) 21.24
absences, gratuity and other
employee benefits
On difference between book 0.55 (2.56) - (2.01) 1.16 (0.85)
balance and tax balance of fixed
assets
Total 18.80 (1.20) 0.33 17.93 2.50 (0.04) 20.39
2. Deferred Tax Liabilities
On Changes in Fair Value of 103.14 31.01 - 134.15 (8.70) 125.45
Investment
Total Liabilities 103.14 31.01 - 134.15 (8.70) - 125.45
Net Asset / (Liabilities) (84.34) (32.21) 0.33 (116.22) 11.20 (0.04) (105.06)

16 Trade Payables

(` in Lakh)
Particulars As at March 31, As at March
2019 31, 2018
Current
a) Total outstanding dues of micro enterprises and small enterprises 0.28 0.90
(refer note 29.2)
b) Total outstanding dues of creditors other than micro enterprises
and small enterprises
Accrued Employee Benefits expense 58.00 55.38
Other trade payables 123.66 172.21
Total 181.94 228.49

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17 Other financial liabilities

(` in Lakh)
Particulars As at March As at March
31, 2019 31, 2018
Current
Other deposits 3.00 3.00
Total 3.00 3.00

18 Other Current Liabilities

(` in Lakh)
Particulars As at As at
March 31, 2019 March 31, 2018
Advance from Customers 25.74 114.19
Statutory Remittances 148.58 84.74
TOTAL 174.32 198.93

19 Provisions

(`in Lakh)
Particulars As at March 31, As at March
2019 31, 2018
Provision for Compensated absences 6.84 5.98
Provision for gratuity 3.47 1.06
TOTAL 10.31 7.04

20 Revenue from operations

(` in Lakh)
Particulars For the For the
year ended year ended
31/03/2019 31/03/2018
Sale of services comprise :
On Line Data Charges 3,167.80 2,918.39
Documents Storage Charges 533.58 527.59
E-KYC/C-KYC & Miscellaneous Charges 86.34 204.30
GSP Service Charges 57.48 18.49
Document Verification Charges 285.10 -
Total 4,130.30 3,668.76

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21 Other income

(` in Lakh)
Particulars For the For the
year ended year ended
31/03/2019 31/03/2018
a) Interest income earned on financial assets that are not
designated as at fair value through profit or loss
Bank deposits (at amortised cost) 22.08 1.13
Investments in debt instruments (at amortised cost) 116.74 92.90
b) Dividend income
Dividends from investment in Mutual Funds (designated at
cost or at FVTPL)
Dividend income from others 35.48 46.63
c) Other gains or losses:
Net gain / (loss) on sale of Investments through FVTPL 687.09 469.45
d) Other non-operating income
Reversal of allowance for expected credit loss 3.62 -
Miscellaneous income 3.70 3.41
TOTAL 868.71 613.52

22 Employee benefits expense

(` in Lakh)
Particulars For the For the
year ended year ended
31/03/2019 31/03/2018
Salaries, allowances and bonus 159.74 144.02
Contribution to provident and other Funds 6.71 5.89
Staff welfare expenses 1.61 2.55
Reimbursement of Salaries to staff on deputation from Holding 84.58 110.05
Company
TOTAL 252.64 262.51

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23 Administration and other expenses

(` in Lakh)
Particulars For the year For the year
ended 31/03/2019 ended 31/03/2018
Point Of Service (POS) charges (refer note no. 23.2) 259.84 248.02
Communication, telephone & Courier Charges 27.91 26.26
Insurance expenses 0.32 0.26
Rent 104.55 44.10
Rates & Taxes 6.26 1.14
Legal & Professional charges 50.60 48.05
Auditors' Remuneration:
-Audit Fees 2.00 1.07
-Tax Audit Fees 0.50 0.50
-Out of Pocket Expenses 0.14 0.07
Directors Sitting fees 6.00 4.75
Travelling & Conveyance 1.15 0.38
SEBI fees 1.00 7.00
Computer Maintenance Charges 68.66 38.53
Printing & Stationery 0.88 0.73
Inter KRA charges expenses 373.69 64.12
Repairs & Maintenance 5.11 2.61
Administrative expenses 30.00 30.00
Expected credit loss allowance - 1.63
Bad Debts Written Off 1.60 1.51
Contribution towards Corporate Social Responsibility 27.76 51.00
Expenses for National Academic Depository (NAD) (refer note no. 23.3) 31.91 59.21
Authentication User Agency (AUA) Expenses (refer note no. 23.4) 16.14 59.97
Expenses for GST Suvidha Provider - 2.06
Miscellaneous Expenses 52.23 39.59
Total 1,068.25 732.56

23.1 CSR Expenditure

(` in Lakh)
Particulars For the For the
year ended year ended
31/03/2019 31/03/2018
a) The gross amount required to be spent by the Company during 50.68 38.12
the year
b) Amount debited to the statement of profit or loss were paid 27.76 51.00
in cash during the respective year and were incurred for the
purpose other than construction / acquisition of any asset.

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23.2 Point Of Service (POS) charges

(` in Lakh)
Particulars For the For the
year ended year ended
31/03/2019 31/03/2018
Documents Management charges 21.08 21.24
Scanning Charges 238.76 226.78
Total 259.84 248.02

23.3 Expenses for National Academic Depository (NAD)

(` in Lakh)
Particulars For the For the
year ended year ended
31/03/2019 31/03/2018
Printing and Stationary 0.69 1.08
Software Maintenance 19.20 25.26
Legal and Professional Fees 0.75 3.35
Business Development Expenses 2.00 9.50
SMS Alert Expenses 0.48 -
Travelling and Conveyance Expenses 8.79 20.02
Total 31.91 59.21

23.4 Authentication User Agency (AUA) Expenses

(` in Lakh)
Particulars For the For the
year ended year ended
31/03/2019 31/03/2018
AUA/KUA transaction charges 6.14 51.64
License Fees 10.00 8.33
Total 16.14 59.97

24. Taxes

24.1. Income tax expense

The major components of income tax expense for the year ended March 31, 2019 and 2018 are as under:

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24.1.1 Under Profit or loss

(` in Lakh)
Particulars For the For the
year ended year ended
31/03/2019 31/03/2018
Current tax expense 850.00 820.00
Deferred tax (11.20) 32.21
Total income tax expense recognised in profit or loss 838.80 852.21

24.1.2 Under Other comprehensive section

(`in Lakh)
Particulars For the For the
year ended year ended
31/03/2019 31/03/2018
Remeasurement of the defined benefit plans 0.11 (0.80)
Total income tax expense recognised in other comprehensive 0.11 (0.80)
income

24.2 The income tax expense for the year can be reconciled to the accounting profit as follows:

(` in Lakh)
Particulars For the For the
year ended year ended
31/03/2019 31/03/2018
(A) Profit before tax 3,572.09 3,273.12
(B) Enacted tax rate in India 29.12% 28.84%
(C) Expected tax expenses (A*B) 1,040.19 943.97
(D) Other than temporary differences
Effect of income that is exempt from taxation (44.31) (40.26)
Expenses disallowed / (allowed) 21.26 21.34
Effect of Different rates of Tax (178.34) (72.84)
Total adjustments (201.39) (91.76)
(E) Tax expenses after adjustments (C+D) 838.80 852.21
(F) Tax expenses recognised in Profit or Loss 838.80 852.21

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25. Earnings per share (EPS)

Reconciliation of number of equity shares used in the computation of basic and diluted earnings per share is
set out below:

Particulars For the year ended


March 31, 2019 March 31, 2018
Weighted average number of equity shares (issued share capital) 50,00,000 50,00,000
outstanding during the year for the calculation of basic EPS (Refer
note below)
Effect of dilutive equity shares outstanding during the year - -
Weighted average number of equity shares (issued share capital) 50,00,000 50,00,000
outstanding during the year for the calculation of dilutive EPS
Face Value per Share (`) 10/- 10/-
Profit after tax (`) 2,733.29 2,420.91
Basic and Diluted EPS 54.67 48.42
Note: EPS and weighted average number of equity shares of pervious year are adjusted post issue of bonus
shares

26. Financial instruments


Financial instruments by category:
(` in Lakh)
Particulars Carrying Value
March 31, 2019 March 31, 2018
i) Financial assets
a) Amortised Cost
Trade receivables 959.25 744.17
Cash and cash equivalents 139.35 71.79
Bank balances other than cash and cash equivalents 1,325.50 8.00
Loans 0.04 0.03
Other financial assets 80.63 58.46
Investment in Debt instruments 1,800.52 1,300.61
Total 4,305.29 2,183.06
b) FVTPL
Investment in equity instruments - -
Investment in mutual funds 9,693.25 9,521.56
Total 9,693.25 9,521.56
c) Others
Investment in subsidiaries 97.50 97.50
ii) Financial liabilities
Amortised Cost
Trade payables 181.94 228.49
Other financial liabilities 3.00 3.00

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Particulars Carrying Value


March 31, 2019 March 31, 2018
Total 184.94 231.49
Fair value hierarchy

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

Fair value of the Company’s financial assets that are measured at fair value on a recurring basis:

Financial assets Fair value as at Fair value Valuation


March 31, 2019 March 31, 2018 hierarchy technique(s) and
key input(s)
Investments in 9693.25 9521.56 Level 1 Quoted bid prices
mutual funds in an active market

There were no transfers between Level 1 and 2 during the years.

Except as detailed in the following table, the directors consider that the carrying amounts of financial assets
and financial liabilities recognised in the balance sheet approximate their fair values.

Fair value of financial assets that are measured at amortised cost.

Particulars Fair Value Fair Value Hierarchy


As at As at (Level)
March 31, 2019 March 31, 2018
Financial assets Amortised Cost
Investments in debt instruments 1800.52 1300.61 Level 1 - Quoted bid prices in
an active market

The management assessed that fair value of cash and bank balances, fixed deposits, trade receivables, trade
payables and other current financial assets and liabilities approximate their carrying amounts largely due to the
short-term maturities of these instruments.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be
exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair values:

The fair value of the quoted bonds and mutual fund are based on price quotations at reporting date. The fair
value of unquoted instruments and other financial liabilities, as well as other non-current financial liabilities is
estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk
and remaining maturities.

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The fair values of the unquoted equity shares have been estimated using a discounted cash flow model. The
valuation requires the management to make certain assumptions about the model inputs, including forecast
cash flows, discount rate, credit risk and volatility, the probabilities of the various estimates within the range
can be reasonably assessed and are used in the management’s estimate of fair value for these unquoted equity
investments.

27. Financial risk management

The Company’s principal financial liabilities comprise trade and other payables. The main purpose of these
financial liabilities is to support its operations. The Company’s principal financial assets include trade and
other receivables, and cash and short-term deposits that derive directly from its operations.

The Company’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The
Company’s primary focus is to foresee the unpredictability of financial markets and seek to minimize potential
adverse effects on its financial performance. The Company’s exposure to credit risk is influenced mainly by the
individual characteristic of each customer and the concentration of risk from the top few customers.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument
fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers
and investment securities. Credit risk arises from cash held with banks and financial institutions, as well as
credit exposure to clients, including outstanding accounts receivable. The maximum exposure to credit risk
is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to
prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into
account their financial position, past experience and other factors.

• Trade and other receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each
customer.

The demographics of the customer, including the default risk of the industry in which the customer
operates, also has an influence on credit risk assessment.

Company provides the KYC services to DPs / Mutual funds and other intermediaries, hence company
operates with large number of customers portfolio and its revenue is not concentrated on small number
of customers.

None of the customers accounted for more than 10% of the receivables and revenue for the year ended
March 31, 2019. None of the customers accounted for more than 10% of the receivables and revenue for
the year ended March 31, 2018.

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• Investments

The Company limits its exposure to credit risk by making investment as per the investment policy.
Further investment committee of company review the investment portfolio on monthly basis and
recommend or provide suggestion to the management. The company does not expect any losses from
non- performance by these counter-parties, and does not have any significant concentration of exposures
to specific industry sectors.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they
become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always
have sufficient liquidity to meet its liabilities when due.

The Company’s corporate treasury department is responsible for liquidity, funding as well as settlement
management. In addition, processes and policies related to such risks are overseen by senior management.

The table below provides details regarding the contractual maturities of significant financial liabilities as
at March 31, 2019 and March 31, 2018

Particulars As at
March 31, 2019 March 31, 2018
Trade payables
< 1 year 181.94 228.49
1-5 years - -
> 5 years - -
Other financial liabilities
< 1 year 3.00 3.00
1-5 years - -
> 5 years - -
Total 184.94 231.49

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The table below provides details regarding the contractual maturities of significant financial assets as at March
31, 2019 and March 31, 2018

(` in Lakh)
Particulars As at
March 31, 2019 March 31, 2018
Investments*
< 1 year 3260.97 3995.47
1 - 5 years 6932.28 5526.09
> 5 years 1300.52 1398.11
Total 11493.77 10919.67
Loans
< 1 year 0.04 0.03
1 - 5 years - -
> 5 years - -
Total 0.04 0.03
Other financial assets
< 1 year 80.63 25.97
1 - 5 years 30.03 58.46
> 5 years - -
Total 110.66 84.43
Trade receivables
< 1 year 959.25 744.17
1 - 5 years - -
> 5 years - -
Total 959.25 744.17
Cash and cash equivalents
< 1 year 139.35 71.79
1 - 5 years - -
> 5 years - -
Total 139.35 71.79
Bank balances other than cash and cash equivalents
< 1 year 1325.50 8.00
1 - 5 years - -
> 5 years - -
Total 1325.50 8.00
* Investment does not include investments in equity instruments of fellow subsidiaries.

The Company manages contractual financial liabilities and contractual financial assets on net basis.

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Market risk

The Company’s business, financial condition and results of operations are highly dependent upon the levels of
activity in the capital markets and in particular upon the participation of retail clients in capital market.

Our KYC business competes closely with our competitors. We rely heavily on technological equipment and
IT at our facilities. Interruptions in the availability of IT systems could adversely impact our business. Shift in
consumer preferences away from investing in capital market to other financial products, may dampen prospects
of our business.

• Foreign Currency risk

The Company’s exchange risk arises from its foreign operations, foreign currency revenues and
expenses, (primarily in U.S. dollars and euros). Company’s revenues insignificant portion are in these
foreign currencies, while a significant portion of its costs are in Indian rupees.

As a result, if the value of the Indian rupee appreciates relative to these foreign currencies, the Company’s
revenues measured in rupees may decrease. The exchange rate between the Indian rupee and these foreign
currencies has changed substantially in recent periods and may continue to fluctuate substantially in the
future. Due to lessor quantum of revenue and expenses from foreign currencies company is not much
exposed to foreign currency risk.

• Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. The Company’s exposure to the risk of changes in market
interest rates relates primarily to the Company’s long-term / short- term investment with floating interest
rates.

Interest rate risk primarily arises from floating rate investment. The Company’s investments in floating
rate are primarily short-term, which do not expose it to significant interest rate risk.

Regulatory risk

The Company requires a number of regulatory approvals, licenses, registrations and permissions to operate
our business, including at a corporate level as well as at the level of each of its components. The Company
operations are subject to continued review and the governing regulations may change. The Company regulatory
team constantly monitors the compliance with these rules and regulations.

Capital management

The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market
confidence and to sustain future development of the business. The Company monitors the return on capital

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as well as the level of dividends on its equity shares. The Company’s objective when managing capital is to
maintain an optimal structure so as to maximize shareholder value.

The Company is predominantly equity financed which is evident from the capital structure. Further, the
Company has always been a net cash company with cash and bank balances along with investment which is
predominantly investment in liquid and short term mutual funds being far in excess of financial liabilities.

28. Related Party Disclosures:

(a) List of related parties and their relationship:


(i) Entity where control exists:
BSE Limited (Up to June 29, 2017) Ultimate Holding Company
Central Depository Services (India) Limited (CDSL) – Holding Company
(ii) Fellow subsidiaries
CDSL Insurance Repository Limited
CDSL Commodity Repository Limited
(iii) Associate
BSE Limited (From June 30, 2017)
Marketplace Technologies Pvt Ltd
(iv) Key Managerial Personnel:
Shri C.D. Khambata - Managing Director
(Upto August 31, 2017)
Shri. Sunil Alvares - Chief Operating Officer
(From November 01, 2017)
(b) Transactions during the year:
For the For the
year ended year ended
March 31, 2019 March 31, 2018
(`) In Lakh (`) In Lakh
BSE Limited
Rendering of services 0.13 0.11
Receiving of services 1.77 0.88
Balances outstanding at the end of the year
Trade receivables - -
Trade payables - -

Central Depository Services (India) Limited:


Rendering of services 9.22 8.37
Receiving of services 240.3 274.36
Purchase of Computer Hardware - 15.31
Balances outstanding at the end of the year

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Trade receivables - -
Trade payables - -
RTA Deposit 1.50 -

Marketplace Technologies Pvt Ltd


Rendering of services - -
Receiving of services - 3.51
Balances outstanding at the end of the year
Trade receivables - -
Trade payables - -

Managerial remuneration :
Shri C. D. Khambata - Managing Director (Upto August 31, - 83.24
2017)
Shri. Sunil Alvares - Chief Operating Officer 74.43 26.54
(From November 01, 2017)

Notes:

a) No amounts in respect of the related parties has been provided for as doubtful debts or written off/ back
during the year.

b) Related party relationship is as identified by the Company and relied upon by the auditors.

c) All the above transactions are in the ordinary course of the business of the Company.

29. Additional information to the financial statements

29.1 Contingent liabilities and Commitments

Particulars As at As at
March 31, 2019 March 31, 2018
(`) In Lakh (`)In Lakh
Contingent liabilities:
Claims against the company not acknowledged as debt. Nil Nil
Commitments :
(a) Estimated amount of contracts remaining to be executed on Nil Nil
capital account and not provided for
(b) Other commitments (net of advance) 60.13 9.54

There are certain appeals filed with Income tax department. The Company does not expect the outcome
of these proceedings to have any material adverse effect on its financial statements.

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29.2 Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development
Act, 2006.

Particulars As at As at
March 31, 2019 March 31, 2018
(`) In Lakh (`)In Lakh
(a) Principal amount outstanding 0.28 0.90
(b) Principal amount due and remaining unpaid - -
(c) Interest due on (2) above and the unpaid interest - -
(d) Interest paid on all delayed payments under the MSMED Act - -
(e) Payment made beyond the appointed day during the year - -
(f) Interest due and payable for the period of delay other than (4)
- -
above
(g) Interest accrued and remaining unpaid - -
(h) 
Amount of further interest remaining due and payable in
- -
succeeding years

30.  he Company has determined the liability for Employee Benefits as at March 31, 2019 in accordance
T
with IND AS 19 on “Employee Benefits”.
a) Defined benefit plans-Gratuity–As per Actuarial Valuation on March 31, 2019
(` in Lakhs)
Valuation Result as at March 31, 2019 March 31, 2018
Changes in present value of obligations
PVO at beginning of year 8.14 7.66
Interest cost 0.58 0.51
Current Service Cost 1.82 1.55
Past Service Cost- (non vested benefits) - -
Past Service Cost -(vested benefits) - -
Benefits Paid (0.36) -
Transfer in - -
Transfer out - -
Contributions by plan participants - -
Business Combinations - -
Curtailments - -
Settlements - -
Actuarial (Gain)/Loss on obligation (0.33) (1.58)
PVO at end of year 9.85 8.14
Interest Expenses
Interest cost 0.58 0.51

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Valuation Result as at March 31, 2019 March 31, 2018

Fair Value of Plan Assets

Fair Value of Plan Assets at the beginning 5.27 7.08


Interest Income 0.47 0.47

Net Liability

PVO at beginning of year 8.14 7.66


Fair Value of the Assets at beginning report 7.08 5.27
Net Liability 1.06 2.38

Net Interest

Interest Expenses 0.58 0.51


Interest Income 0.47 0.47
Net Interest 0.10 0.04

Actual return on plan assets - 0.03

Less Interest income included above 0.47 0.47


Return on plan assets excluding interest income (0.47) (0.45)

Actuarial (Gain)/loss on obligation

Due to Demographic Assumption (0.21) -


Due to Financial Assumption 0.02 (0.16)
Due to Experience (0.14) (1.42)
Total Actuarial (Gain)/Loss (0.33) (1.58)

Fair Value of Plan Assets

Opening Fair Value of Plan Asset 7.08 5.27


Adjustment to Opening Fair Value of Plan Asset (0.34) 1.78
Return on Plan Assets excl. interest income (0.47) (0.45)
Interest Income 0.47 0.47
Contributions by Employer - -
Contributions by Employee - -
Benefits Paid (0.36) -

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(` in Lakhs)
Valuation Result as at March 31, 2019 March 31, 2018
Fair Value of Plan Assets at end 6.38 7.08

Past Service Cost Recognised


- -
Past Service Cost- (non vested benefits) - -
Past Service Cost -(vested benefits) - -
Average remaining future service till vesting of the benefit - -
Recognised Past service Cost- non vested benefits - -
Recognised Past service Cost- vested benefits - -
Unrecognised Past Service Cost- non vested benefits - -

Amounts to be recognized in the balance sheet and statement of


profit & loss account

PVO at end of year 9.85 8.14


Fair Value of Plan Assets at end of year 6.38 7.08
Funded Status (3.47) (1.06)
Net Asset/(Liability) recognized in the balance sheet (3.47) (1.06)
Expense recognized in the statement of P & L A/C

Current Service Cost 1.82 1.55


Net Interest 0.10 0.04
Past Service Cost - (non vested benefits) - -
Past Service Cost - (vested benefits) - -
Curtailment Effect - -
Settlement Effect - -
Expense recognized in the statement of P & L A/C 1.92 1.59

Other Comprehensive Income (OCI)

Actuarial (Gain)/Loss recognized for the year (033) (1.58)


Asset limit effect - -
Return on Plan Assets excluding net interest 0.47 0.45
Unrecognized Actuarial (Gain)/Loss from previous year - -
Total Actuarial (Gain)/Loss recognized in (OCI) 0.15 (1.13)

Movements in the Liability recognized in Balance Sheet

Opening Net Liability 1.06 2.38

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(` in Lakhs)
Valuation Result as at March 31, 2019 March 31, 2018
Adjustment to opening balance 0.34 (1.78)
Expenses as above 1.92 1.59
Transfer in - -
Transfer out - -
Contribution paid - -
Other Comprehensive Income(OCI) 0.15 (1.13)
Closing Net Liability 3.47 1.06

Schedule III of The Companies Act 2013

Current Liability 1.31 2.43


Non-Current Liability 8.54 5.71

Projected Service Cost 31 Mar 2019 2.18 1.82


Target Allocation
Asset Information
Target Allocation

Total Amount %
Cash and Cash Equivalents
Gratuity Fund (LIC) 6.38 100%
Debt Security - Government Bond
Equity Securities - Corporate debt securities
Other Insurance contracts
Property
Total Itemized Assets 6.38 100%

Assumptions as at 31-Mar-19 31-Mar-18


Mortality IALM(2006-08) IALM(2006-08)
Ult. Ult.
Interest / Discount Rate 7.19% 7.23%
Rate of increase in compensation 4.00% 4.00%
Annual increase in healthcare costs
Future Changes in maximum state healthcare benefits
Expected average remaining service 6.27 3.93
Employee Attrition Rate(Past Service (PS) ) PS: 0 to 42 : PS: 0 to 42 :
12.5% 19.5%

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Sensitivity Analysis

DR : Discount Rate ER : Salary Escalation Rate


PVO DR+1% PVO DR-1% PVO ER+1% PVO ER-1%
PVO 9.38 10.36 10.33 9.40

Expected Payout

Year Expected Expected Expected Expected Expected Expected


Outgo First Outgo Outgo Third Outgo Outgo Fifth Outgo Six to
Second Fourth Ten Years
PVO payouts 1.31 1.19 1.21 2.73 0.88 3.53

Asset Liability Comparisons

Year 31-03-2014 31-03-2015 31-03-2016 31-03-2017 31-03-2018


PVO at end of year 2.19 3.21 4.19 7.66 8.14
Plan assets 3.16 3.49 5.07 5.27 7.08
Surplus/ (Deficit) 0.97 0.28 0.88 (2.38) (1.06)
Experience adjustments on plan assets (0.02) - (0.01) (0.37) (0.45)

Gratuity is administered through Group Gratuity Scheme with Life Insurance Corporation of India. The LIC
raises demand for annual contribution for gratuity amount based on its own computation without providing
entire details as required by the IND AS 19. Hence the company obtains separate actuarial valuation report as
required under IND AS 19 from an independent Actuary. The maximum amount as per these two valuation
reports is recognized as liability in the books of accounts. The expected return on plan assets is based on
market expectation at the beginning of the year, for the returns over the entire life of the related obligations.

31. Figures for the previous year have been regrouped / reclassified and rearranged wherever
necessary to correspond with the current year classification / disclosure.

Signatures to Notes 1 to 31
For and on behalf of the Board of Directors

R. K. Kakkar Joydeep Dutta Mohini Kharpude


Chairman Director Company Secretary
DIN:08433764 DIN:08084983 M No. A31814
Place: Mumbai
Date: May 2, 2019

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NOTES

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NOTES

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NOTES

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NOTES

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