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Multi Commodity Exchange of India Ltd.

BSE: 534091 | NSE: MCX |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE745G01035 | SECTOR: Miscellaneous

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5,740
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30-Day
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  • Bid Price (Qty.)

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Annual Report

For Year :
2018 2017 2016 2015 2014 2013 2012

Director’s Report

DIRECTORS'' REPORT

Dear Shareholders,

The Board of Directors is pleased to present the Sixteenth Annual Report on the business and operations of your Company, along with the Audited Statement of Accounts and the Auditors'' Report for the financial year (FY) ended March 31, 2018 (''year under review''), highlights of which are given below:

FINANCIAL RESULTS

(Rs, in lakh, except EPS)

Particulars

Standalone

Consolidated

2017-18

2016-17

2017-18

2016-17

Total Income

34,620

37,587

35,186

37,634

Total Operating Expenditure

18,552

17,968

18,798

17,981

Profit before Interest, depreciation, exceptional items and tax

16,068

19,619

16,388

19,653

Less: Depreciation

1,666

1,857

1,666

1,857

Less: Interest

-

20

4

20

Profit after exceptional items but before tax

14,402

17,742

14,718

17,776

Less: Provision for tax

3,767

5,115

3,882

5,117

Profit after tax

10,635

12,627

10,836

12,659

Add/(Less): Other Comprehensive Income (net of tax)

265

(1,852)

124

(1,859)

Total Comprehensive Income for the period (Comprising Profit and Other Comprehensive Income for the period)

10,900

10,775

10,960

10,800

Earnings per share (EPS) a. Basic (?)

20.91

24.84

21.31

24.90

b. Diluted (?)

20.91

24.83

21.31

24.89

The Ministry of Corporate Affairs (MCA), vide its notification dated February 16, 2015, notified the Indian Accounting Standards (Ind AS) applicable to certain classes of companies. Your Company falls within its ambit and in compliance with the same, the Company has, effective April 01,2016 (transition date being April 01, 2015), adopted Ind AS prescribed under Section 133 of the Companies Act, 2013 read with the relevant Rules thereunder; and the financial statements have been prepared in accordance with Ind AS.

GLOBAL ECONOMY AND COMMODITY MARKET

The year 2017 was a turning point for the global economy. While 2017 saw an end to the decline in the price of most commodities, favourable weather conditions capped the price rise of a number of agricultural crops as their supply increased. Bullion witnessed renewed pressure on account of the U.S. dollar strengthening in the run-up to the much-anticipated meeting of U.S. Federal Reserve, where the Fed was widely expected to lift its benchmark interest rates. However, in the final weeks of the year gold recovered most of its previous decline in price consequent to the U.S. central bank reiterating that a gradual rate increase was appropriate in light of the new tax regime.

Crude oil prices rose by more than 40% by the year-end from their lows in June 2017. Prices of many base metals touched multi-year highs largely due to tightening of supply following environmental concerns in large producing nations like China and Philippines.

In general, while international prices of the commodities were firm on a yearly basis, appreciation of the rupee capped rupee-denominated commodity prices. Given the backdrop of global commodity market and the Indian scenario, the operating environment for your Company during the year was challenging.

FINANCIAL HIGHLIGHTS

The average daily turnover decreased from Rs, 22,560 crore in FY 17 to Rs, 21,193 crore in FY 18 (single side) while Average Realization Rate (ARR) increased from Rs, 1.99 per lakh to Rs, 2.22 per lakh. The increase in ARR was on account of the full year impact of the revision in the transaction charges which became effective from October 01, 2016. The total turnover of commodity futures traded on your Exchange stood at Rs, 53.83 lakh crore in FY 18 as against Rs, 58.66 lakh crore during FY 17, a decrease of 8.23%. The market share of your Company amongst all national exchanges offering commodity derivatives trading was 89.58% in FY 18 as against 90.37% in FY 17. The number of contracts traded on your Exchange in FY 18 stood at 2,060 lakh as compared to 2,220 lakh for FY 17, a decrease of 7.21%.

For FY 18, your Company''s (standalone) total income stood at Rs, 34,620 lakh as compared to Rs, 37,587 lakh during FY 17. This was mainly attributable to decrease in other income from Rs, 11,643 lakh to Rs, 8,636 lakh, owing to mark to market losses arising out of increase in interest rates. The 10 year G Sec yield saw a steep run up from 6.69% at the beginning of the year to end at 7.40% on March 31, 2018. Your Company has investments in certain long duration Mutual Fund schemes, the yield on which was adversely affected due to mark to market losses. Further, your Company had recognized a gain on fair valuation of Bonds, amounting to Rs, 1,563 lakh in the previous financial year which increased the variance as compared to FY 17. The operating income during the year under review was Rs, 25,984 lakh as against Rs, 25,944 lakh in FY 17. The net profit after tax for the year ended March 31, 2018 stood at Rs, 10,635 lakh as against Rs, 12,627 lakh in FY 17. The net worth (including Settlement Guarantee Fund) as at March 31, 2018 stood at Rs, 155,687 lakh.

SHARE CAPITAL

There has been no change in the share capital of your Company during the year under review. As on March 31, 2018, the paid-up share capital of your Company stood at Rs, 5,100 lakh comprising 50,998,369 Equity shares of Rs, 10 each fully paid. Your Company has, during the year under review, neither issued any Equity shares with differential voting rights nor any shares (including sweat equity shares) to its employees under any scheme save and except transfer of shares by the ESOP trust to eligible employees pursuant to the Employee Stock Option Scheme (ESOP 2008).

TRANSFER TO RESERVES

For the year ended March 31, 2018, your Directors do not propose to transfer any amount to the General Reserve. An amount of Rs, 97,104 lakh is proposed to be retained as surplus in the statement of Profit and Loss Account under the heading ''Reserves and Surplus''.

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the SEBI Listing Regulations, 2015), your Company has formulated a Dividend Distribution Policy which is attached as Annexure I to this Report. The same is also available under the we blink: https://www.mcxindia.com/docs/ default-source/investor-relations/corporate-governance/dividend distribution policy re.pdf?sfvrsn=2

As per the Dividend Distribution Policy of the Company, the Board, considering various parameters as mentioned in the Policy, shall endeavor to maintain a dividend pay-out (interim, if any, and final, put together) in the range of 30 to 50 per cent of profits after tax (PAT) every financial year on the standalone financials.

Considering the financial results for FY 18 and particularly in view of the fact that the Company has adequate existing cash/cash equivalent at its disposal, with no immediate cash outflow requirement coupled with no specific investment in the horizon, your Directors have recommended, for the financial year ended March 31, 2018, a dividend of Rs, 17 (170%) per equity share on a face value of Rs, 10 per share, aggregating Rs, 8,670 lakh, subject to the approval of shareholders at the ensuing Annual General Meeting (AGM). The outgo on account of the proposed dividend of 170% (PY 150%) and tax thereupon to be paid by the Company aggregates to Rs, 10,435 lakh (including the Dividend Distribution Tax of Rs, 1,765 lakh), being a payout of 98.12% of the profit after tax (PAT) for the year ended March 31, 2018 as against Rs, 9,207 lakh (being a payout of 73% of PAT) for FY 17.

DEPOSITS

Your Company had not invited any deposits from the public, and as such, no amount of principal or interest related thereto was outstanding as on the date of the Balance Sheet i.e. March 31, 2018.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Your Company has, during the year under review, not given any loans, guarantees or provided security and has not made any investments in any body corporate in excess of limits specified under Section 186 of the Companies Act, 2013.

BUSINESS OPERATIONS

There was no change in the nature of business of your Company during the year under review.

MCX crude oil futures, MCX crude oil mini futures and MCX natural gas futures were amongst the top 20 commodity futures and options contracts in the global ranking of commodity futures contracts in Calendar Year 2017 (CY17). (Source: FIA Annual Volume Survey March 2018).

Your Company, in its endeavor to explore and exploit the opportunities for unlocking the full potential of the Indian commodity derivatives market, launched many new contracts during FY 18 under different segments. MCX became India''s first exchange to launch the much-anticipated Option Contracts, on introduction of Options on Gold (1 Kg) Futures. The product was launched on October 17, 2017, at an event in New Delhi by Shri Arun Jaitley, Hon''ble Union Finance Minister. Since its launch, the total volume traded in Gold Option in FY 18 was 34,752 lots, amounting to an aggregate notional turnover of Rs, 10,354 crore. Significantly, Union Budget for FY 2018-19 reduced the transaction taxes on exercise of commodity options from 0.125 per cent to 0.0001 per cent (on settlement value) w.e.f. April 1, 2018, which, we believe, would encourage hedgers and other participants to actively participate in exchange-traded commodity options.

MCX also became the world''s first commodity exchange to launch Brass futures contract. This is the first non-ferrous contract with compulsory delivery option. Further, it is the first time ever that an alloy is being traded in the form of a futures contract on any domestic exchange.

Your Company also commenced futures trading in Refined, Bleached and Deodorized (RBD) Palmolein and Black Pepper thereby further expanding its basket of agricultural products being traded on its platform.

The Exchange also introduced a facility of disseminating Cotton Prices in Candy in order to cater to participants who want information of Cotton prices in Candy.

MCX in association with Thomson Reuters, launched co-branded commodity index series, Thomson Reuters-MCX India Commodity Indices (iCOMDEX) that track the performance of commodity contracts on the Exchange on a real-time basis.

Your Exchange joined hands with Confederation of Indian Textile Industry (CITI) and Northern India Textiles Mills'' Association (NITMA) to engage in various education initiatives with their members and other relevant stakeholders of the industry. Further, your Company signed an Memorandum of Understanding (MOU) with Mahindra Agri Solutions Ltd., a wholly owned subsidiary of Mahindra and Mahindra, to provide agriculture related price information. The information is available on their recently launched mobile application- ''MyAgriGuru.''

In order to seamlessly integrate with the global commodities ecosystem, MCX continues to have strategic alliances with leading international exchanges viz. Mozambique Commodities Exchange (BMM), Singapore Diamond Investment Exchange, CME Group, London Metal Exchange (LME), Dalian Commodity Exchange (DCE), and Taiwan Futures Exchange (TAIFEX). MCX has also tied-up with various trade bodies, corporate, educational institutions and R&D centres across the country to improve trade practices, increase awareness, and facilitate overall improvement of the commodity market.

REGULATORY DEVELOPMENTS

During the year under review, SEBI, the sectoral regulator, introduced several reforms paving the path for introduction of new products in commodity derivatives market; participation of Category III Alternative Investment Funds (AIF - CAT III) and strengthening the operational framework and risk management in commodity exchanges.

The presence of SEBI as the market Regulator has increased the confidence in the market and generated trust amongst all in the financial and commodity markets ecosystem, stakeholders and made the commodity markets more vibrant and built a level-playing field across both the commodities and securities markets.

The Goods and Service Tax (GST) came into effect on July 01, 2017, amalgamating a large number of Central and State level taxes into a single tax. GST has helped in mitigating double taxation and is paving the way for a common national market. Importantly, a single tax across the nation for a commodity, has significantly enhanced the relevance of exchange-discovered prices to the entire ecosystem and can increase reach of delivery of derivative contracts.

The important Regulatory developments during FY 18, inter-alia, includes the following:

i) In terms of the stock selection criteria prescribed by SEBI, National Stock Exchange of India Limited (NSE) introduced trading on Futures & Options contracts on the securities of MCX w.e.f. April 28, 2017.

ii) SEBI (Stock Brokers and Sub - brokers) Regulations, 1992 was amended, thereby integrating the broking activities in Equity Markets and Commodity Derivatives Markets under single entity.

iii) The Product Design and Risk Management Framework for Options on Commodity Futures was issued on June 13, 2017. It provides for the eligibility criteria for selection of underlying commodity futures for options and the product design for options on commodity futures.

iv) Guidelines issued for participation of Category III Alternative Investment Funds (AIFs) in Commodity Derivatives market.

v) Detailed framework for determining the Position Limits for Agricultural Commodity Derivatives was issued after due consultation with various stakeholders and on the basis of recommendations of Commodity Derivatives Advisory Committee (CDAC). The framework requires categorization of commodities into ''Broad'', ''Narrow'' and ''Sensitive'', based on which the numerical value of overall client level open position limits of agricultural commodities is determined.

vi) The Criteria for Settlement Mode of Commodity Derivative Contracts, specifying the exemptions under which ''cash settlement'' can be considered, instead of ''physical delivery'' for the settlement of commodity derivative contracts, was finalized.

vii) The Role of Independent Oversight Committee for Product Design was prescribed thereby bringing uniformity amongst commodity derivative exchanges.

viii) Guidelines were issued for Liquidity Enhancement Scheme (LES) in Commodity Derivative Contracts allowing the same for the first time in commodity derivatives.

ix) SEBI approved the proposal for amending the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2012 (SECC Regulations), to permit trading of commodity derivatives and other segments of securities market viz. equity, equity derivatives, debt and currency derivatives segment, etc. on single exchange w.e.f. October 1, 2018.

x) The Reserve Bank of India (RBI) permitted Banks to become Professional Clearing Member (PCM) at Commodity Derivatives Exchanges to offer clearing & settlement services to the trading members/clients of the Exchange. It also permitted Bank subsidiaries to offer broking services in commodity derivatives segment.

xi) RBI issued revised guidelines for Hedging of Commodity Price Risk by Residents in overseas markets, which was effective from April 1, 2018.

Several other Regulatory developments are listed under the respective Section in this Report.

RISK MANAGEMENT AND RISK MANAGEMENT POLICY

Your Company has a comprehensive Risk Management Policy for managing different risks including Regulatory & Compliance risks, Technology risks, Business risks, Operational risks, Credit risks and Market risks. Also, your Company has complied with SECC Regulations relating to risk management and has constituted a Risk Management Committee for, inter-alia, identification, measurement and monitoring risk profile of the Exchange. As on March 31, 2018, the said Committee comprised of two Independent Directors, one Shareholder Director and an Independent External Expert. Your Company has successfully launched option contracts with a unique risk management feature of providing Sensitivity Report and levy of Devolvement Margins to options positions devolving into futures positions. This was a first of its kind initiative implemented in the Indian markets as a risk management solution. Your Company continues to implement robust risk management systems with margins being computed multiple times a day in order to minimize the default risk. During the year under review, there was no instance of member default on account of volatility observed in the markets.

As a part of risk mitigation plan for avoiding business disruption, your Company has focused on strengthening its core technology infrastructure so that there is no single point of failure thereby ensuring uninterrupted services. Your Company has a Disaster Recovery (DR) Site at GIFT city in Gandhinagar, Gujarat which has a robust infrastructure and accessibility. Your Company successfully conducted live trading from DR site on April 03, 2017. Further, your Company has Near Site in Mumbai with synchronous data replication to achieve zero data loss in case of any eventuality. Your Company has also strengthened its Business Continuity Plan and DR initiative and regularly conducts mock drills to test readiness and effectiveness of IT infrastructure at its Data Centre and also its DR site.

The details relating to ''Settlement Risk Management'' and ''Risks and Concerns'' of your Company are provided in the Management''s Discussion and Analysis which forms part of this Annual Report.

INVESTOR (CLIENT) PROTECTION FUND (IPF)

Your Company has established Multi Commodity Exchange Investor (Client) Protection Fund (IPF), to protect and safeguard the interest of investors (clients) by compensating eligible/legitimate claims on account of default by any member of the Exchange. The interest income on investment of surplus funds of IPF is used for imparting education to investors'' (clients), conducting awareness programs, undertaking research activities or such other programs as may be specified by SEBI. As on March 31, 2018, the corpus of IPF stood at '' 17,070 lakh (provisional).

SEBI with the objective to align with the practices in securities markets, issued comprehensive guidelines on June 13, 2017 for Investor Protection Fund, Investor Service Fund and its related matters for National Commodity Derivatives Exchanges applicable from July 01, 2017. The said Circular, inter-alia, provided modification w.r.t. the constitution and management of the IPF, contribution to the IPF, determination of legitimate claims, power of the Exchange to fix IPF compensation limits in consultation with the IPF Trust, etc.

Pursuant to the aforesaid Guidelines, the IPF compensation limits have been increased to Rs, 25 lakh per client with no member wise limit for SEBI-registered members declared defaulter on or after January 24, 2018. Further, the limits of Rs, 2 lakh per investor per defaulter member and Rs, 200 lakh per defaulter member shall continue to be applicable for claims against members declared as a defaulter prior to January 24, 2018 and for non-SEBI registered members.

INVESTOR SERVICE FUND (ISF)

Pursuant to SEBI circular dated June 13, 2017, your Company has set up an Investor Service Fund (ISF), for providing basic minimum facilities at various Investor Service Centres, as mentioned in the said Circular. SEBI has permitted utilization of the corpus of ISF for conducting various investor education and awareness programs, capacity building programs and maintenance of all price ticker boards installed by the respective exchanges, cost of training of arbitrators etc. In addition to above, the corpus may be utilized in other manner as prescribed/permitted by SEBI in the interest of investors from time to time.

In terms of the said Circular, at an initial stage, your Company has contributed Rs, 10 lakh towards setting up the ISF. Subsequently, your Company has transferred 1% of the turnover fees charged from its members on a monthly basis.

Since ISF is of recent origin, its corpus may be inadequate. In view of the same, SEBI has permitted utilization of interest on IPF for activities of ISF for a period of 3 years starting from April 01, 2018.

SETTLEMENT GUARANTEE FUND (SGF)

Pursuant to SEBI directives with respect to the Settlement Guarantee Fund (SGF), stress tests are required to be performed on quarterly basis, to determine the adequacy of balance in SGF. Accordingly, based on the stress tests performed, the balance in SGF at the end of FY 18 was determined to be adequate and hence no contribution to SGF has been made during the year under review.

Settlement related penalties and fines amounting to Rs, 24 lakh (net of tax) and income of Rs, 1,002 lakh (net of tax) earned from earmarked SGF investments were credited to the SGF during the year. After effecting the aforesaid transfers, the cash component of SGF stood at Rs, 18,060 lakh as at March 31, 2018.

WAREHOUSING

To cater to the storage requirements of various members of the Exchange and their respective constituents/depositors, who are willing to store goods and give delivery on the Exchange platform, your Company has made necessary warehousing and logistics arrangements with Warehouse Service Providers (WSP)/Vault Service Providers (VSP). Your Exchange co-ordinates with WSPs/VSPs and undertakes accreditation of the warehouses/vaults, audit and inspection of warehouses/vaults for safe storage and preservation of goods deposited by various business participants for delivery on its platform. From FY 18, the Exchange has started surprise audits of warehouses based on defined criterion. Your Company has empaneled independent audit agencies to carry out third party audits as per Regulatory guidelines. Currently, your Company operates through three WSPs for facilitating physical deliveries in agricultural commodities, viz. Origo Commodities India Private Limited, Yamada Logistics Private Limited and Navjyoti Commodity Management Services Limited. As on March 31, 2018, your Exchange has accredited 29 warehouses of these three WSPs. Out of the 29 warehouses, 26 warehouses are registered with the Warehousing Development & Regulatory Authority (WDRA), 2 warehouses for metals do not require WDRA registration and 1 warehouse is in the process of registration. These warehouses are located at Jalna & Yavatmal in Maharashtra, Kadi, Rajkot & Mundra in Gujarat, Adilabad & Warangal in Telangana for Cotton Bales, Vandanmedu in Kerala for Cardamom, Kadi and Deesa in Gujarat for Castor Seed, Barabanki and Chandausi in Uttar Pradesh for Mentha Oil, Kochi in Kerala for Black Pepper, Bhiwandi in Maharashtra for Aluminium,

Copper, Lead, Nickel and Zinc, Kandla for Crude Palm Oil & RBD Palmolein and Jamnagar in Gujarat for Brass. Your Company has put in place a detailed WSP Policy and a Warehouse Inspection Policy in compliance with the SEBI revised warehousing norms for agricultural and agricultural processed commodities traded on the National Commodity Derivatives Exchanges. During the year, the highest deliverable quantity of agricultural commodities stored in the Exchange accredited warehouses were:

- Cotton - 133100 bales of 170 kg each.

- Mentha Oil - 11918 drums of 180 kg each.

- Black Pepper - 1083 bags of 50 kg each.

- Cardamom - 462 bags of 50 kg each.

- Castor Seed - 1485 bags of 75 kg each.

Further, the highest value of bullion stored in the Exchange accredited vaults were:

- Gold (including all of its variants) - Rs, 26,569.3 lakh.

- Silver (including all of its variants) - Rs, 14,470.1 lakh.

Your Company is presently availing the services of Sequel Logistics Private Limited & Brinks India Private Limited as vault service providers for facilitating physical deliveries in bullion. The vaults of these agencies are located at Ahmadabad, Mumbai and New Delhi. Your Company is making serious efforts to bring in more credible and large players as Warehouse Service Providers and Assayers. Your Company has also launched & gone live with a web based application ComRIS (Commodity Receipts Information System) to maintain electronic record of commodities deposited at the Exchange accredited warehouses and ensure flow of real time information from January 01, 2018. The role of warehousing in Settlement Risk Management is included in the Management''s Discussion and Analysis forming part of the Annual Report.

TRAINING AND EDUCATION

The Training and Education Division has the following key objectives:

(a) facilitation of structured learning of commodity trading to the community at large and investors in particular, and

(b) augmentation of business development and product top lines through training of various market participants.

To achieve the said objectives, your Company in FY 18, registered 891 candidates for the MCX Certified Commodity Professionals (MCCP) examination and conducted 10 MCCP workshops. In conjunction with the Business Development and the Product teams, the Company conducted over 100,000 man hours of trainings for traders, farmers, students, bankers, teachers, etc. The team conducted 125 programs on sensitizing the community on Options in Commodities. The team has hosted and trained 3 International delegations, 10 student and corporate delegations respectively, to help them understand the operations of a commodity exchange. Training and Education department has conducted over 50 awareness programs on commodity futures and 4 Faculty Development Programs. There are now five institutions that are offering commodity asset class as part of their syllabus. Also, your Company has entered into MOUs with 4 more Educational Institutions during the year. The Team introduced webinar based training and delivered 165 basic option programmes. Sessions were also conducted in vernacular language. Your Company aims to increase its annual training sessions in the coming year to new participants from the banking and mutual fund segments.

SUBSIDIARY

Multi Commodity Exchange Clearing Corporation Limited: MCXCCL, a wholly-owned subsidiary of your Company, was set up for having a separate clearing house to provide services such as clearing and settlement of trades and guaranteeing counter party risk. During the year under review, the Authorized Share Capital of MCXCCL was increased from Rs, 1,000 lakh to Rs, 15,000 lakh and your Company infused a capital of Rs, 10,000 lakh in MCXCCL to enable it to meet the minimum net worth criteria required for a clearing corporation. As on March 31, 2018 the company''s paid-up capital is Rs, 10,600 lakh. Further, MCXCCL has not commenced its business yet.

The Board of your Company has approved transfer of its Clearing & Settlement function to MCXCCL. Also, SEBI vide letter no. CDMRD/DEA/OW/2017/17801/1 dated July 31, 2017 has granted in-principle approval for a period of one year, to MCXCCL to act as a Clearing Corporation subject to certain conditions as mentioned in the said letter.

Your Company is in the process of executing various agreements with MCXCCL as approved by the Board and taking effective steps to operationalize it.

SME Exchange of India Limited:

SME Exchange of India Limited (SME), a subsidiary of your company which was set up to provide a platform for transacting, clearing and settlement of trades in small and medium enterprises segment is under the process of members'' voluntary winding up.

The requisite formalities for application of winding up of the company has been completed. The Registrar of Companies, on May 30, 2017, has approved the Liquidators statement showing the manner in which the winding up has been conducted and the property of SME has been disposed off. Also, No Dues certificate has been received from the Income Tax Department and the same has been filed with the Assistant Official Liquidator, High Court, Bombay on March 09,

2018. The Official Liquidator is expected to issue the final report on winding up of SME after receiving the ''No Objection Certificate'' from the Registrar of Companies.

During the year under review, there were no companies which have become or have ceased to be the subsidiary or associate company of your Company. Further, neither the Managing Director & CEO nor the Whole-time Director of your Company receives any remuneration or commission from its subsidiary.

A report on the performance and financial position/salient features of the subsidiary as per the Companies Act, 2013 is provided as Annexure II.

In accordance with Section 136(1) of the Companies Act, 2013, the financial statements including consolidated financial statements and all other documents required to be attached thereto and audited annual accounts of MCXCCL, the wholly owned subsidiary company are available on our website under the we blinkhttps://www.mcxindia.com/investor-relations. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary company may write to the Company Secretary at the Company''s registered office. Copies of the annual accounts of your Company and of its subsidiary company would be kept at the registered office of your Company for inspection by any shareholder.

CONSOLIDATED FINANCIAL STATEMENT

Your Company has, in accordance with Section 129(3) of the Companies Act, 2013, prepared consolidated financial statements, consolidating its financials with its wholly owned subsidiary company, MCXCCL. The audited consolidated financial statements have been prepared on the basis of the related Consolidated Financial Statements which is in accordance with the requirements of Ind AS prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued there under, as applicable, and other accounting principles generally accepted in India and forms part of this Annual Report.

MANAGEMENT''S DISCUSSION AND ANALYSIS STATEMENT

Management''s Discussion and Analysis Statement, as stipulated under the SEBI Listing Regulations, 2015, forms part of this Annual Report.

COMMITMENT TO QUALITY

Commitment to quality is necessary for enabling excellence in products, services offered, optimization and de-risking. Your Company continues to monitor and maintain its effective and well-crafted Quality Management Framework (QMF). QMF is aligned to the business objectives of the Exchange and ensures that your Company is focused on maintaining Quality Centric Approach towards its members and clients. Over the years, your Company has evolved robust processes and strives to improve them continuously. Your Company continues to comply with international management standards, and has successfully transitioned ISO 9001 to its latest version. This showcases your Company''s dedication and commitment towards sustaining a customer centric and robust Quality and Security Management System.

INFORMATION SECURITY

In line with your Company''s vision and commitment of ensuring information security and providing assurance to its stakeholders, your Company has developed and implemented simple, effective and robust processes and controls using latest international standard ISO/IEC 27001:2013 on Information Security Management System. It has also deployed a proactive Information Risk Management approach, and carries out risk assessment activities on a periodic basis. Your Company has driven large change initiatives for productivity improvements through automation. A dedicated group has worked with respective departments and used automation to improve productivity across the Exchange.

RESEARCH AND DEVELOPMENT

Research activities are continuously undertaken by your Company for the development of new products viz. futures, options and indices, considering the evolving policy and regulatory landscape, risk management and global best practices. During the year, the Exchange launched various commodity futures contracts viz. RBD Palmolein on April 5, 2017, Black Pepper on July 24, 2017 and Brass on March 26, 2018. The Exchange also launched Options contracts with Gold (1 Kg) Futures as underlying on October 17, 2017.

The Exchange, in association with Thomson Reuters, launched co-branded commodity index series, Thomson Reuters-MCX India Commodity Indices (iCOMDEX) for tracking the performance of commodities listed on MCX. The Thomson Reuters-MCX iCOMDEX series, utilizes a similar methodology as other established commodity indices which are used by international investors, such as the popular Thomson Reuters/Core Commodity CRB index. Also, MCX has worked with the Indian investors to ensure that the new indices correctly represent Indian commodity markets, with Thomson Reuters validating this approach and ensuring the indices meet international standards such as the IOSCO principles for financial benchmarks.

The iCOMDEX series includes a composite index consisting of 11 commodities; sector indices for bullion and base metals, and individual commodity indices for gold, copper and crude oil. These indices have been designed to be tracked by derivatives and exchange traded funds, to allow investors to monetize views and manage investment risk. With SEBI beginning to open up commodities derivatives to institutional investors, these indices can be leveraged to benchmark performance and build products. Commodity index-based products, when allowed, would allow market participants to trade and invest in commodities on a short and long term basis.

Further, your Company undertook various research studies during the year under review. A survey study was carried out by Kerala Agricultural University (KAU) to analyse the economic benefits of futures market to the stakeholders in the cardamom value chain and to understand the changes in the cardamom ecosystem since the advent of futures contract. The study found that futures prices were used by the various stakeholders as a benchmark for taking informed decisions related to buying, selling or holding of cardamom. Based on the survey and study it has been concluded that cardamom futures has the potential to channelize market related information, make futures prices visible and empower the various stakeholders to take informed decisions to improve their economic returns.

In another study, the Fragrance & Flavour Development Centre undertook a comprehensive survey for analyzing the Quality of Mint Oil Crops in Different Districts of Uttar Pradesh. The survey found that new testing parameters (physico-chemical analysis, instrumental analysis etc.) are required on account of new cropping pattern of Mentha, advent of synthetic oil and other parameters.

AWARDS

The initiatives taken by your Company for growth and market development have been recognized at various fora by several institutions. Your Company was honoured with the ''Best Bullion Exchange'' Award at the Bullion Federation Global Convention organized by the Bullion Federation during August 2017 and with the ''Best Commodity Exchange of the year'' at the International Gold Convention on August 2017. Your Company was also named ''Best Commodity Exchange of India'' by PHD Chamber Of Commerce & Industry and as ''India''s Leading Commodity Exchange and Introducing New Products in the Commodity Derivatives Market'' by Assocham on December, 2017. Further your Company was also awarded as the ''Best Commodity Exchange'' by Indian Bullion & Jewellers Association on March 2018.

ENVIRONMENTAL RESPONSIBILITY

Given the nature of its operations, your Company has a very low impact on the environment. Notwithstanding, it is committed to minimizing its environmental impacts through efficient use of natural resources, including electricity, which is the key touch point of the Exchange''s technology-driven business. Your Company adheres to an effective Environmental Policy. Your Company cleared the ISO 14001:2004 surveillance audit, and continues to monitor its Environment Management Plan, which is developed on the basis of the Environment Review conducted annually to assess the impact of the Company''s activities. Your Company has also developed an E-Waste Policy for the safe disposal of e-waste from its premises. Its tie-up with authorized e-waste recyclers helps it to dispose its e-waste in an eco-friendly manner. The e-waste disposal is in turn minimized through best practices in maintenance and re-use of resources.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility (CSR) provides an opportunity for companies to effectively align its values and strategy for the benefits of the society, by contributing to the social, economic and environmental development of the society at large.

The CSR Committee steers the CSR activities of your Company. The CSR Policy, formulated in accordance with the Companies Act, 2013 (as amended from time to time), guides the Company to serve the society. The CSR Policy and initiatives adopted by the Company on CSR during FY 18 are available at the web link https://www.mcxindia.com/about-us/csr.

Your Company has associated itself with NABARD in few watershed development programmes being implemented by them. Such programmes encourage harvesting of water source(s) and promotes its efficient distribution which results in overall income enhancement of the beneficiary households.

The Company has undertaken projects in association with Global Education Trust for teaching in BMC schools wherein our employees actively participate in such programme. Further, the Company has provided financial support for setting up of Science laboratory in Agricultural Polytechnic for practical orientation of students, from under-privileged and/or tribal areas.

The activities of the Gramin Suvidha Kendra (GSK) programme are directed to sub serve the needs of the farmers by making them aware of the new initiatives, techniques, know-how, etc., which leads to enhanced yield in the agricultural produce. MCX supports kitchen garden programme by encouraging women and other members of the farmer community to have a sustainable/alternate livelihood option by growing vegetables, fruits, etc. in their back yard.

Your Company''s CSR spend for FY 18 was '' 181 lakh as against the prescribed amount of '' 287 lakh, owing to the reasons stated in the Annual Report on CSR activities forming part of this Report as Annexure III. Going forward, your Company shall endeavor to undertake projects in accordance with the Policy to meet its CSR requirement.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations, 2015 read with SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2015, the Annual Report of top 500 listed entities, based on market capitalization, shall include the Business Responsibility Report (BRR) describing the initiatives taken by Company from an environmental, social and governance perspective.

As your Company falls within the top 500 listed Companies, the said Regulations are applicable to it. In compliance with the same, the BRR forms part of this Annual Report.

Further, your Company has evolved a Business Responsibility Policy, encompassing the broad scope of the initiatives, to be undertaken, to best sub serve the interest of all the Stakeholders.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return of your Company pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management & Administration) Rules, 2014 is attached as Annexure IV to this Report.

CORPORATE GOVERNANCE

Your Company is committed to good corporate governance aligned with the best corporate practices. The report on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, 2015 and the certificate from a Practicing Company Secretary regarding compliance with Corporate Governance norms, forms part of this Annual Report. The report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013.

MEETINGS OF THE BOARD

Eight meetings of the Board of Directors were held during FY 18. For further details, please refer report on Corporate Governance forming part of this Annual Report.

ETHICS AND GOVERNANCE POLICIES

Your Company adheres to the highest ethical standards to ensure integrity, transparency, independence and accountability in dealing with all stakeholders. Accordingly, your Company has adopted various codes and policies to carry out the duties in an ethical manner. Some of these codes/policies framed and implemented by your Company are Code of Conduct and Code of Ethics, Code of Conduct for Prevention of Insider Trading, Whistle Blower Policy/Vigil Mechanism, Policy on Related Party Transactions, Policy for determining Material Subsidiaries, Corporate Social Responsibility Policy, Risk Management Policy, Nomination and Remuneration Policy, Policy for Appointment of Independent External Persons on Committees of the Board, Board Diversity Policy, Dividend Distribution Policy, etc.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, 2015, the Board of Directors have implemented a vigil mechanism through the adoption of Whistle Blower Policy. For further details, please refer report on Corporate Governance forming part of this Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Your Company has formulated the policy on materiality of related party transactions and dealing with related party transactions. The same is uploaded on the website of your Company and may be accessed at the web link: https://www.mcxindia.com/docs/default-source/investor-relations/corporate-governance/amended_policy_on_related_ party_transactions_05may2016.pdf?sfvrsn=2

All related party transactions entered into by your Company are in the ordinary course of business and at arm''s length pricing basis, except the transaction with MCXCCL, its wholly owned subsidiary, which is not in the ordinary course of business. Also, prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in ordinary course of business and are at arm''s length. All the related party transactions entered into by your Company during the year under review, were placed and approved by the Audit Committee and/or by the Board, as applicable, in accordance with the Companies Act, 2013, SEBI Listing Regulations, 2015 and other applicable guidelines/ directions from Regulator, if any.

SEBI directions provide that every national commodity derivatives exchange shall credit penalties, other than the settlement related penalties, to its Investor Protection Fund (IPF), for all transactions executed on the Exchange. IPF is held in trust and managed by the Trustees, who are appointed as per the provisions of the Trust Deed and the Rules, Bye-Laws and Regulations of the Exchange. The transactions with the MCX IPF Trust are regulated in accordance with the regulatory requirements/guidelines issued from time to time and is independently managed. Except for complying with the regulatory requirements, your Company does not have any pecuniary relationship with MCX IPF Trust. In view of clarification issued by Institute of Chartered Accountants of India, MCX IPF Trust was treated as a related party. However, pursuant to SEBI circular no. CIR/CDMRD/DEICE/CIR/P/2017/53 dated June 13, 2017, MCX IPF Trust has ceased to be a related party w.e.f. July 01, 2017.

Pursuant to Section 134(3) (h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of material contracts or arrangements with related parties to be reported under Section 188 (1) of the Companies Act, 2013 is appended in Form AOC - 2 as Annexure V to this Report.

All Related Party Transactions as required under Ind AS 24 - Related Party Disclosures are reported in Note 37 of Notes to Accounts of the standalone and consolidated financial statements of your Company.

DIRECTORS

Your Company being a recognized stock exchange under Securities Contract (Regulation) Act, 1956 (SCRA) is, inter-alia, regulated by SEBI.

As on the date of this Report, your Board comprises of 12 (twelve) Directors, of which 6 (six) are Public Interest Directors, 5 (five) are Shareholder Directors and 1 (one) Managing Director.

Public Interest Director under the SECC Regulations means an independent director, representing the interests of investors in securities market and who is not having any association, directly or indirectly, which in the opinion of the SEBI, is in conflict with his role, and accordingly such directors are considered as Independent Directors for adhering compliance with the provisions under the SEBI Listing Regulations, 2015 and Companies Act, 2013.

Your Company has received confirmations from the respective Public Interest Directors to the effect that each of them meets the criteria of independence as prescribed under Regulation (16)(b) of the SEBI Listing Regulations, 2015 and Section 149(6) of the Companies Act, 2013. The nomination/appointment of Independent Directors/Public Interest Directors on the Board of your Company is in accordance with the eligibility conditions prescribed by SEBI.

Further, all the Directors have confirmed that they are ''Fit and Proper'' in terms of the SECC Regulations. Your Company has also obtained affirmation of adherence to Schedule IV of the Companies Act, 2013 and the Code of Conduct of your Company in accordance with the SEBI Listing Regulations, 2015 from all the Directors as applicable.

Your Company has 2 (two) women Directors on the Board as against the stipulation of appointing at least one Woman Director on the Board.

In terms of SEBI approval, Mr. Shankar Aggarwal (DIN: 02116442) was appointed as a Public Interest Director on the Board of the Company w.e.f. October 01, 2017 to fill in the vacancy arising out of the completion of tenure of Ms. Pravin Tripathi (DIN: 06913463) as a Public Interest Director w.e.f. close of business hours on August 11, 2017.

Mr. Amit Goela (DIN: 01754804) and Ms. Padma Raghunathan (DIN: 07248423), Shareholder Directors of the Company, were liable to retire by rotation at the 15th AGM of the Company held on August 22, 2017 and being eligible offered themselves for re-appointment. The resolutions for their re-appointment were passed by the shareholders with requisite majority.

Mr. Parveen Kumar Singhal (DIN: 01237602) ceased to be a Shareholder Director and the President & Whole Time Director consequent to the expiry of his tenure w.e.f. the close of business hours on October 13, 2017.

In accordance with the provisions of the Companies Act, 2013, Ms. Madhu Vadera Jayakumar (DIN: 00016921) and Mr. Hemang Raja (DIN: 00040769), Shareholder Directors, who have been longest in office since their appointment, are liable to retire by rotation at the ensuing AGM and being eligible, are seeking re-appointment. The Board recommends their re-appointment.

KEY MANAGERIAL PERSONNEL

Consequent to the expiry of the term of Mr. Ajay Puri as the Company Secretary of the Company, on attaining the age of sixty, being the age of retirement, he ceased to be a Key Managerial Personnel (KMP) w.e.f. June 30, 2017. Mr. Ashwin Patel was appointed as the Company Secretary and identified as a KMP w.e.f. July 01, 2017.

PERFORMANCE EVALUATION OF THE BOARD

The performance evaluation of all the Directors, the Board and its Committees was conducted based on the criteria and framework adopted by the Board. The annual evaluation process and the criteria for the same are set out in Annexure VI to this Report.

AUDIT COMMITTEE

The composition of Audit Committee is covered under the Corporate Governance Report. During the year under review, there were no instances, where the Board had not accepted any recommendation of the Audit Committee.

STATUTORY AUDITOR AND THEIR REPORT

M/s. Shah Gupta & Co., Chartered Accountants (Firm Registration No. 109574W) were appointed as Statutory Auditor by the shareholders at their 13th AGM held on September 29, 2015 for a period of five years, subject to ratification by the shareholders at every AGM.

However, pursuant to Section 40 of the Companies (Amendment) Act, 2017, effective May 07, 2018, the requirement of ratification of appointment of Statutory Auditors by members at every AGM has been omitted. Accordingly, the same shall not form part of the Notice from next AGM onwards.

The Report given by the Auditor on financial statements of the Company forms part of the Annual Report. There is no qualification, reservation or adverse remark made by the Auditor in their report.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

M/s Rathi & Associates, Practicing Company Secretaries, were appointed as the Secretarial Auditor by the Board to conduct the secretarial audit of the Company for financial year 2017-18.

In accordance with Section 204(1) of the Companies Act, 2013, the Secretarial Audit Report for the financial year ended March 31, 2018 is annexed as Annexure VII to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL CONTROL AND THEIR ADEQUACY

The Board of Directors confirms that your Company has laid down set of standards, processes and structure which enables to implement Internal Financial controls across the organization with reference to Financial Statements and that such controls are adequate and are operating effectively. During the year under review, no material or serious observation has been observed for inefficiency or inadequacy of such controls.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

No significant and material orders were passed, during the year under review, by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

HUMAN RESOURCE DEVELOPMENT

Your Company believes in strategic alignment of Human Resources to its business priorities and corporate objectives.

The Exchange as a part of its compensation philosophy, believes in benchmarking its compensation with market comparators to stay at par with industry practices.

To ensure that employees have avenues and opportunities to raise their concerns, share their suggestions and give their opinions, Town Hall & ''Chai pe Charcha'' with MD across all level is organized in an informal setting every year.

Additionally, Exchange undertakes various staff welfare activities to strengthen unity, break the monotony and bring the peer groups together for collaborative decision-making.

To map employee engagement and evolve action plan towards enhancement of the same, the Exchange launched employee engagement survey - with focus on Workplace, Values, Culture, Career & Compensation. Clear ownership & real time analytics dashboards was ensured to take swift action, based on feedback received. Multiple initiatives (online) were designed for employees to be engaged in true sense.

Your Company continues to have in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 Also, your Company has an Internal Complaints Committee to redress complaints received regarding sexual harassment. No complaints were received during the financial year 2017-18 in relation thereto. Further, your Company has also imparted awareness training to all employees on the ''Anti-Sexual Harassment Policy during the year under review.

Further, the disclosures pursuant to SEBI (Share Based Employee Benefits) Regulations 2014, Section 62 of the Companies Act, 2013 read with Companies (Share Capital and Debenture) Rules, 2014 as at March 31, 2018 in connection with the ESOP 2008 are set out in Annexure VIII to this Report.

PARTICULARS OF REMUNERATION

Your Company has adopted a well-defined Nomination & Remuneration Policy for Directors, Key Managerial Personnel and other employees which forms part of this Report as Annexure IX.

The ratio of the remuneration of each Director to the median employee''s remuneration and other details in accordance with Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report as Annexure X.

Further, in accordance with Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 27(5) of Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2012, a statement containing particulars of employees as stipulated therein also forms part of this Report as Annexure XI.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

The disclosures to be made under Section 134 (3) (m) of the Companies Act 2013 read with Rule (8) (3) of the Companies (Accounts) Rules, 2014, are explained as under:

A) CONSERVATION OF ENERGY

Your Company, not being energy intensive, takes various measures to reduce energy consumption by using energy-efficient computer systems and equipment. As an ongoing process, your Company evaluates new technologies and techniques to make its infrastructure more energy efficient.

The steps taken for Conservation of Energy are given below:

a. Exchange Data Center has in-row cooling system for servers that cools equipment only and not the external environment to ensure that no energy is wasted in running compressors excessively, to maintain the desired temperature levels of external environment.

b. Light Emitting Diode (LED) lights installed at Disaster Recovery site at GIFT City reduces the energy consumption and saves energy.

c. The Compact Fluorescent Lamp (CFL) lights in Data Centre and in all conference rooms has been replaced with LED lights.

d. Strict implementation and monitoring of equipment on/off schedule, helps in reducing wastage of energy.

e. Some of the policies implemented by the Company on an ongoing basis as a part of energy conservation/ saving includes:

- Maintaining adequate capacitor bank for non-linear electrical loads like air-conditioning plant, pumps and Heat Recovery System, thereby reducing the drawing of extra energy and improving power factor.

- Preventive maintenance of air conditioning system on scheduled basis and ensuring that the heat sensors and electronic components are properly functioning for compressors to achieve variable compression linked to heat levels for reduction in power consumption.

No alternative source of energy is utilized by your Company.

The capital investment on energy conservation equipment is as herein under:

During the year under review, Rs, 3 lakh were invested for installation of LED lights at the Data Centre and in all conference rooms.

B) TECHNOLOGY ABSORPTION:

(i) The efforts made towards technology absorption:

Implementation of hyper converged infrastructure

Your Company has moved its enterprise setup and peripheral systems on hyper converged infrastructure and achieved high availability and better disaster recovery capability. Servers have been replaced with newer technology which are more energy efficient enabling the Exchange to reduce the carbon footprint in the tune of 131 Metric Tonnes per quarter.

Launch of mobile application

Your Company has launched its mobile application which provides near to real time prices of contracts being traded on Exchange in addition to charting, market statistics, indices, education relation information.

Automation of switchover/switchback between Primary & DR site

MCX has successfully deployed automated process, to the extent possible, for switch-over from Primary site to Disaster Recovery Site, with reduced migration time duration.

Cyber Security Framework

Your Company lays special emphasis on improvement in its cybersecurity framework and information security management systems. There is an ongoing process to strengthen cyber security under the guidance from market regulator and other national agencies to provide increased resilience and rapid response to cyber threats throughout its IT infrastructure.

Upgradation of Information Technology Systems

The Company has regularly allocated substantial resources towards upgrading information technology systems, with the over-arching goal of achieving higher capacity and lower latency, improving market efficiency and transparency, enhancing user access and providing flexibility for future business growth and market needs.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:

Your Company has implemented technologies which are best in class IT systems and practices in order to ensure that its technology platform becomes a strategic business tool for building competitive advantage. The Company''s robust technology infrastructure has continued to provide uninterrupted trading experience and ensures no single point of failure. Through use of carefully evaluated and implemented technology solutions, your Company has been able to offer quality services at optimal costs.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

Your Company has not directly imported any technology during the last three financial years.

(iv) Your Company has incurred Rs, 22.84 lakh on Research and Development during the year under review.

C) FOREIGN EXCHANGE EARNINGS/OUTGO DURING THE YEAR UNDER REVIEW

Your Company is engaged in the business of operating a commodity derivative exchange and aspire to avail opportunities as and when they arise for rendering its services internationally. The details of foreign exchange earnings and outgo forms part of the Significant Accounting Policies and Note no. 34 of Notes forming part of the standalone and consolidated financial statements.

UPDATES POST MARCH 31, 2018:

i. Consequent to the cessation of Mr. Narendra Kumar Ahlawat as the Chief Regulatory Officer (CRO) and a KMP w.e.f. April 01 2018, the Board appointed Mr. Girish Dev as the CRO of the Company and also designated him as a KMP w.e.f. April 01, 2018 and April 28, 2018 respectively.

ii. The transaction fee for Cardamom, Cotton, CPO & Mentha Oil was revised w.e.f. April 01, 2018.

iii. Pursuant to the amendments in the Finance Act w.e.f. April 01, 2018, Commodity Transaction Tax (''CTT'') is applicable on options on commodity derivatives in lieu of Securities Transaction Charges (STT).

iv. Pursuant to SEBI circular dated March 26, 2018 your Company has introduced LES in Gold Options with effect from April 17, 2018

v. Your Company participated in the rights issue by MCXCCL and further infused an additional capital of '' 4,399 lakh to meet the requirements as stipulated by SEBI for a clearing corporation.

vi. Mr. Basant Seth was appointed as a Public Interest Director (PID) on the Board of your Company w.e.f. May 19, 2018, for filling one vacancy arising out of the expiry of the term of Mr. Subrata Kumar Mitra and Mr. Arun Kumar Nanda as PID''s on May 18, 2018, and it was decided that the second vacancy need not be filled.

vii. SEBI has increased the order per second limit for algorithmic trading in commodity derivatives.

viii. Your Company launched options trading with Crude Oil (100 Barrels), Zinc (5MT), Silver (30 kg) and Copper (1 MT) futures as underlying.

ix. Your Company entered into an agreement with CDSL and CDSL Commodity Repository Ltd. (CCRL) thereby investing Rs, 1,200 lakh in 1,20,00,000 equity shares of Rs, 10 each of CCRL, equivalent to 24% stake in CCRL.

x. Status of compounding applications:

During FY 15, your Company had filed nine applications seeking compounding of offence of earlier years, under Section 621A of the Companies Act, 1956, against the Show Cause Notices received from the Registrar of Companies, Mumbai, Maharashtra. As on date of this Report, compounding has been effected in respect of 8 applications, 3 by Regional Director, Western Region Mumbai, and 5 by Hon''ble Company Law Board, Mumbai Bench (CLB), and the Compounding Authority, has imposed an aggregate compounding fee of '' 7,43,600/- on the Company and the amount has since been paid. In case of one compounding application towards violation of Section 301 of Companies Act, 1956, the Regional Director, Western Region, Mumbai, due to lack of jurisdiction, has referred back the matter to the Registrar of Companies, Mumbai for sending report to NCLT for appropriate action. The Company had received the copy of the Orders passed by the Regional Director, Western Region Mumbai, in respect of 3 compounding applications under Section 193(1), Section 301 and Section 301(1) of the Companies Act, 1956 in FY 17. Subsequently, the Company has received the Orders passed by NCLT in respect of the 5 applications compounded under Section 220, Section 372A, Section 372A(5), Section 224(8) and Section 297 of the Companies Act, 1956 in June 2018. The status of Compounding Applications as at March 31, 2018 is given in the Extract of the Annual Return in Annexure IV.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 of the Companies Act, 2013, your Directors confirm that:

a) i n the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed and there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

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

d) they have prepared the annual accounts on a ''going concern'' basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ACKNOWLEDGMENTS

The Board of Directors wish to place on record their sincere gratitude for the valuable guidance and continued support extended by the Securities and Exchange Board of India, Reserve Bank of India, Stock Exchanges, Ministry of Corporate Affairs, other government authorities, Banks and other stakeholders. Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.

For and on behalf of the Board of Directors

Saurabh

Chandra Chairman

(DIN: 02726077)

Mumbai July 20, 2018

Director’s Report