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63 Moons Technologies Limited Interim / Quarterly Report 2019

Aug 9, 2019

60264_rns_2019-08-09_49724ed8-d807-4b63-9e8f-ddc47ab6f771.pdf

Interim / Quarterly Report

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August 09, 2019

Listing Compliance, Listing Compliance,
BSE Limited National StockExchangeofIndia Limited
P. J. Towers, Exchange Plaza,
Dalai Street, Bandra Kuria Complex,
Mumbai—400 001 Bandra (E),Mumbai—400 051
(Scrip Code: 526881) (Scrip Code:63MOONS)

Dear Sirs,

Sub: Unaudited Financial Results (Standalone and Consolidated) alonawith Limited Review Report for the quarter ended 30th June, 2019

Pursuant to applicable Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, please be informed that the Board of Directors of the Company, at its meeting held today, inter-alia has approved the Unaudited Financial Results (Standalone and Consolidated) alongwith Limited Review Report for the quarter ended 30th June, 2019. Copy of financial results alongwith Limited Review Report is enclosed for your records.

The meeting commenced at 2.00 p.m. and concluded at 4.55 p.m.

Kindly acknowledge receipt and take the above information on your record.

Thanking You,

Yours faithfully, For 63 moons technologies limited

anraj Chouhan Sr. VP & Company Secretary

Encl:a/a

63 moons technologies limited

(Formerly Financial Technologies (India) Ltd.)

Corporate Office: FT Tower, CTS No. 256 & 257, Suren Road, Chakala, Andheri (East), Mumbai 400 093, India. T: +91 22 66868010 I P. +91 22 66868050IE: [email protected] 11N. www.63moons.com

Registered Office: Shakti Tower-1, r floor, Premises E, 766, Anna Salai, Thousand Lights, Chennai -600 002. T: +91 44 4395 0850 I P +91 44 4395 0899ICIN No.: L29142TN1988PLC015586

63
moons
63 moons technologies limited
Regd. Office: Shakti Towers-1,E,7th Floor,766,
Anna Salai, Thousand Lights,
Chennal- 600002.
S S
CIN-L29142TN1988PLC015586
r. l
EMENT OF STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED JUNE 30,2019
(T ks Iakhs, except per equity share data)
Quarter ended YearEnded
No. PARTiCULARS 30.06.2019 3103.2019 30.06.2018 31.03.2019
Unaudited Audited Unaudited Audited
Income
1 Operating Income
a) Revenue from Operations 3,222.20 3,293.46 4,156.55 14,582.45
b) Other Operating Income 35.84 35.84 33.59 136.62
2 Other Income (net) (Refer Note 3(a)) 3,174.28 4,288.17 3,589.85 16,007.73
3 Total Income (1+2) 6,432.32 7,617.47 7,779.99 30,726.80
4 Expenses
a) Employee benefits expense 2,815.14 2,524.15 2,672.77 10,519.34
b) Legal and professional charges 2,111.33 2,527.29 1,794.13 8,591.05
c) Depreciation and amortisation expense 458.11 464.68 441.00 1,811.89
d) Finance costs 7.88 21.68 123.22 410.17
-
-
e) Other expenses
1,294.17 2,663.88 1,263.34 7,271.37
Total expenses 6,686.63 8,201.68 6,294.46 28,603.82
S Profit / (Loss) before Exceptional Items (3-4) (254.31) (58411) 1,485.53 2,122.98
6 Exceptional items (Refer Note 4) - (525.46) 2,641.58 (1,027.13)
7 Profit / (Loss) before tax (5+6) (254.31) (1,109.67) 4,127.11 1,095.85
8 Tax expense / (credit) (94.84) (152.66) 62912 1,086.59
9 Net Profit/ (Loss) for the period (7-8) (159.47) (957.01) 3,497.89 926
10 Other Comprehensive Income
11 Total Comprehensive Income (9+10)
(160.62) 59.81 (27.78) (24.65)
(1539)
- (320.09) (897.20) 3,470.11
12 Paid-up equity share capital (Face value E 2/- per share) 921.57 921.57 921.57 921.57
13 Reserves excluding revaluation reserves 2,84,657.73
14 Earnings per share (Face Value T 2/- per share)
Basic/Diluted () (not annualised) (0.35) 2.08) 7.59 0.02
STATEMENT OF CONSOLIDATED UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED JUNE 30. 2019
(T In Iakhs, except per equity share data)
Quarter Ended Year Ended
Sr. PARTICULARS 30.06.2019 31.03.2019 30.06.2018 31.03.2019
No. Unaudited Audited Unaudited Audited
1 Operating Income
a) Revenue from Operations 6,425.61 6,265.98 6,870.96 26,060.12
b) Other Operating Income 13.10 12.98 13.25 52.93
2 Other Income (net) (Refer Note 3 (b)) 3,285.64 7,818.68 3,662.22 20,308.39
3 ITotal Income (1+2) 9,724.35 14,097.64 10,546.43 46,421.44
4 Expenses
a) Purchases of stock-In-trade 243.49 28.34 145.02 450.67
b) Employee benefits expense 3,878.37 3,674.36 3,562.76 14,647.17
C) Finance costs 23.58 36.17 124.22 440.36
d) Legal and professional charges 3,369.45 3,344.85 2,355.47 12,338.15
e) Depreciation and amortisation expense 555.32 658.88 627.56 2,602.52
-
fl Other expenses
2,834.08 6,900.66 3,323.60 18,057.67
-
Total expenses
10,904.29 14,643.26 10,138.63 48,536.54
5 Profit/ (loss) before Exceptional items (3-4) (1,179.94) (545.62) 40740 (2,115.10)
6 Exceptional items - net gain on sale of shares - - (563.20) (297.05)
7 Profit! (loss) before tax (5+6) (1,179.94) (545.62) (155.40) (2,412.15)
8 -
Tax expense/ (credit)
(67.63) (149.48) 632.44 1,132.65
9
Net Profit I (loss) after taxes, but before minority Interest (7-8) (1,112.31) (396.14) (787.84) (3.544.80)
10 Minority Interest (2.47) 0.58 (1.66) (19.20)
11 Net Profit / (loss) after taxes, minority Interest (9-10) (1,109.84) (396.72) (786.18) (3,525.60)
12 Other Comprehensive Income (160.62) 54.63 (27.78) (29.83)
13 Total Comprehensive Income (11+12) (1.270.46) (342.09) (813.96) (3,555.43)
14 Paid-up equity share capital (Face value E 2/- per share) 921.57 921.57 921.57 921.57
15 Reserves excluding revaluation reserves 316,836.67
16 Earnings per share (Face Value t 2/- per share)
Basic / Diluted (!) (non annulised) (2.41) (0.86) (1.71)

Notes:

    1. These above financial results have been reviewed and recommended by the Audit Committee and approved by the Board of Directors of the Company at their meetings held on August 09, 2019.
    1. Effective April 01, 2019, the Company had adopted Ind AS 116 Leases by applying the modified retrospective approach. The adoption of the standard did not have any material impact on the financial statements of the company.

3. Other Income consists of:

R in lakhs)
For Standalone Results:
Particulars Quarter ended Year Ended
30.06.2019 31.03.2019 30.06.2018 31.03.2019
(a) Change in fair valuation of Investments 108.98 160.50 107.75 570.26
(b) Interest Income 2,826.53 3,954.63 3,313.78 14,784.06
(c) Others (net) 238.77 173.04 168.32 653.41
3,174.28 4,288.17 3,589.85 16,007.73
b) For Consolidated Results: (' in lakhs)
Year Ended
Particulars • I 30.06.2019 1 31.03.2019 30.06.2018 31.03.2019
(a) Change in fair valuation of Investments 135.78 209.31 162.77 825.86
(b) Interest Income 2,975.13 4,079.02 3,402.02 15,281.99
(c) Others (net) 174.73 3,530.35 97.43 4,200.54
31285.64 7,818.68 3,662.22 20,308.39

4. Exceptional item of Standalone Results Consists of: (T in lakhs)

(c) Others (net) 174.73 3,530.35 97.43 4,200.54
31285.64 7,818.68 3,662.22 20,308.39
Exceptional item of Standalone Results Consists of: -
(T in lakhs)
Quarter ended _
Particulars 31.03.2019 30.06.2018 31.03.2019
(a) Allowance for expected credit loss on investment in
subsidiaries
- (975.46) (501.67) (1,477.13)
(b) Reversal of write back of credit loss on loan given to
subsidiary
- 450.00 3,14325 450.00
- (525.46) 2,641.58 (1,027.13)

5. Consolidated Segment wise Revenues and Results: (T in lakhs)

Sr. Particulars Quarter Ended Year Ended
No. 30.06.2019 31.03.2019 30.06.2018 31.03.2019
1 Segment Revenue
STP Technologies / Solutions 6,344.10 6,339.58 6,98057 24,851.66
-
Others
181.47 50.65 197.46 1,594.12
Total 6,525.57 6,390.23 7,178.03 26,445.78
Less: Inter segment Revenue 86.86 111.27 293.82 332.73
Net Sales /Income From Operations 6,438.71 6,278.96 6,884.21 26,113.05
2 Segment Results:
STP Technologies /Solutions 436.31 971.99 1,937.54 5,230.20
Others (23456) (2,995.46) (569.17) (6,411.93)
Total 201.75 (2,023.47) 1,368.37 (1,181.73)
Less: Eliminations (66.06) (101.98) 156.38 (63.72)
Net Segment Results 267.81 (1,921.49) 1,211.99 (1,118.01)
-
Less: Finance Cost
23.58 36.17 124.22 440.36
-
Add : Unallocable Income
3,285.64 7,818.68 3,662.22 20,308.39
Less: Unallocable Expenses 4,709.81 6,406.64 4,342.19 20,865.12
Add:Exceptional Item - - (563.20) (297.05)
Profit / (loss) before tax (1,179.94) (545.62) (155.40) (2,412.15)

Notes:

a) Segments have been identified in accordance with the Ind AS 17 'Segment Reporting' considering the organization structure and the return/risk profiles of the business.

  • b) SIP Technologies / Solutions segment represents straight through processing solutions and includes an integrated mix of various products, projects and activities incidental thereto. Other segment represents trading, procurement, process management, risk consultancy activities, Shared Business Support Services, IT Infrastructure Sharing, NBFC related activities and internet telecommunication services.
  • c) Due to diversified nature of business, significant assets are interchangeably used between segments and the management believes that it is currently not practicable to provide segment disclosure relating to capital employed since a meaningful segregation is not possible.
    1. a) The Company has investments in 11.50% and 11.80%, A Rated, Listed, Redeemable, Non-Convertible Debentures issued by IL&FS Transportation Networks Ltd (ITNL) (subsidiary of Infrastructure Leasing & Finance Ltd - ILFS) amounting T 10,000 Lakhs each (face value) which shall mature in June & December 2024 respectively. The debentures are secured by way of charge on certain assets of ITNL. The new board appointed by the Govt of India pursuant to approval by NCLT, has initiated the efforts under supervision of NCLT to monetise the assets of ILFS group companies to reduce their debts, outcome of which is awaited. The Company is monitoring developments and has filed application with NCLAT for seeking impleadment in matter of ILFS as financial creditor for securing the repayment of our debentures. Further, the Company has also submitted claim under regulation 8A of the Insolvency and Bankruptcy (Insolvency Resolution Process for Corporate Persons Regulations, 2016) declaration to Debentures Trustees, for enforcement of our claim. ITNL has further defaulted on half yearly interest payment which was due in July 2019, hence the Company has not recognised interest income amounting to Z 5.44 crores during the quarter under review.
  • b) The Company has investments in 9.05% and 9.25%, AAA Rated, Listed, Secured Redeemable, Non-Convertible Debentures of Dewan Housing Finance Corporation Ltd (DHFL) amounting to Z 10,000 Lakhs each (face value) which shall mature in September 2023. The Debentures are secured by way of floating charge on receivables. DHFL has recently defaulted in payment of interest and other dues on several borrowings. In pursuance of the Regulatory Framework defined by Reserve Bank of India, certain banks have executed the Inter Creditor Agreement (ICA) for implementation of a Resolution Plan in relation to the facilities granted to DHFL. The Banks have also approached Debenture Trustee to consider acceding to the ICA who have in turn asked consent from respective debenture holders. DHFL on dated August 06, 2019 has approved resolution plan formulated by the Company for submission to the lenders which interalia includes no principal haircuts to any creditors. Though there is no default in respect of interest on debentures held by the Company till now, on conservative basis, the Company has not recognised interest income amounting to T 4.46 crores during the quarter under review.
    1. Hon'ble Bombay High Court passed an ad interim order inter alia restraining the Company from distributing any dividend or depositing the same in the dividend distribution account in accordance with the provisions of the Companies Act, 1956 (to be read as Companies Act, 2013) pending the final hearing and disposal of the Notice of Motion. This Notice of Motion was filed in one of the suits. In compliance to the said order, the Company has not distributed the final dividend for the financial year 2014-15 @ 5/ per share amounting to T 2,303.93 lakhs, to the shareholders pursuant to the directions of the Hon'ble Bombay High Court and hence is not in default in compliance with the statutory provisions under the Companies Act, 2013. Further, the shareholders of the Company have approved final dividend for year 2016-17 and 2017-18 @ ' 2/- per share for each year, aggregating to T 1,843.14 Iakhs, subject to appropriate judicial order which is also pending for distribution to the shareholders due to aforesaid restrictions. All the Notice of Motions and the Contempt Petitions filed against the Company have been tagged together and pending for hearing. The Board of Directors of the Company have proposed a final dividend of T 2/- per share in respect of the year ended March 31, 2019 subject to the approval of shareholders at the Annual General Meeting and appropriate judicial order.
    1. The writ petition filed by the Company challenging the legality and propriety of the Forward Markets Commission's ('FMC') order on the Company inter alia declaring "not a fit & proper person" is pending for hearing before the Hon'ble Bombay High Court. Solely based on FMC order, SEBI and CERC declared not a fit and proper person to hold shares in recognized stock exchanges and power exchanges respectively. The Company has filed civil appeals before Hon'ble Supreme Court challenging the SEBI order and CERC order. Hon'ble Supreme Court disposed the civil appeal filed against SEBI order with direction to pursue

FMC order before Hon'ble Bombay High Court along with liberty to move again Hon'ble Supreme Court in the event FMC order set aside. The civil appeal against CERC is pending for hearing.

    1. The Union of India, through the Ministry of Corporate Affairs ("MCA"), has filed the Company Petition before the Principal Bench of the Company Law Board at New Delhi (the "CLB"), inter-alia seeking removal and supersession of the Board of Directors of the Company. Subsequently, the matter was transferred to NCLT, Chennai. The NCLT has as interim arrangement with consent formed a committee to consider sale of the assets of the Company pursuant to regulatory directions / requirements, treasury management and funding requirements of the subsidiaries ('Committee'). The NCLT vide its order dated June 4, 2018, rejected the prayer of the Union of India for removal and supersession of the entire Board of the Company and ordered MCA to nominate three directors on the board of the Company. The Company has preferred appeal before the NCLAT, Delhi, against the said NCLT order. The NCLAT was pleased to stay the NCLT order. As interim arrangement, while pending the appeal functioning of Committee is continued. The appeal is pending for hearing. The Company filed an Interim Application before the NCLAT for the permission to sell its shares in the Atom Technologies Ltd. The Hon'ble NCLAT after hearing both the sides was pleased to allow the said application.
    1. a) During the previous years, civil suits have been filed against the Company in relation to the counter party payment default occurred on the exchange platform of NSEL, wherein the Company has been made a party. In these proceedings certain reliefs have been claimed against the Company, inter-alia, on the ground that the Company is the holding company of NSEL. These matters are pending before the Hon'ble Bombay High Court for adjudication. The Company has denied all the claims and contentions in its reply. There is no privity of contract between the Company and the Plaintiffs therein. The management is of the view that the parties who have filed the Civil Suits would not be able to sustain any claim against the Company. The matters are pending for hearing before the Hon'ble Bombay High Court.

b) First Information Reports (FIRs) have been registered against various parties, including the Company, with the Economic Offences Wing, Mumbai (EOW) and Central Bureau of Investigation (CBI) in connection with the counter party payment default on NSEL trading platform. After investigation, EOW, Mumbai has presently filed 4 charge-sheets in the matter. The Company has been named in the charge sheet in December, 2018 copy of which was received by the Company in April, 2019. CBI has filed charge-sheets including against the Company for alleged loss caused to PEC Ltd. & MMTC Ltd. on NSEL platform and the case is pending for trial before the CBI court.

c) The CBI - EOW, has also registered an FIR which pertains to alleged conspiracy between the accused private persons and the named officials of Securities & Exchange Board of India (SEBI) in granting renewal of stock exchange license to MCX Stock Exchange Limited (MCX-SX) by SEBI in August 2010, by suppression of facts. There is no direct allegation against the Company in the FIR. Therefore, the Company has filed a petition before the Hon'ble Court for quashing of the said FIR against itself.

d) The CBI - EOW, has registered complaint against the Company along with certain officials of FMC, SEBI and other for giving illegal benefits to Multi Commodity Exchange of India Limited (MCX) and allowing MCX trading as private commodity exchange. The investigation in the matter is in progress.

    1. The Company has filed the Writ Petitions before the Bombay High Court challenging inter alia, the provisions of the MPID Act are violative of the Constitution and the notifications dated September 21, 2016, April 04,2018, April 07, 2018, April 11, 2018, April 17, 2018, April 19, 2018 May 15, 2018, September 19, 2018 and corrigendum dated September 27, 2018, attaching the assets of the Company under the provisions of the MPID. The Company has challenged the legality and validity of the aforesaid notifications. The Hon'ble Bombay High Court while admitting the petitions has granted stay to all notifications issued in 2018. Final hearing in the matter has been concluded and the matter is reserved for order.
    1. The Enforcement Directorate('ED') has attached certain assets of the Company under the provisions of the Prevention of Money Laundering Act, 2002. The three Provisional Attachments Orders have been confirmed by the Adjudicating Authority. The Company has filed Appeals challenging the confirmatior!

orders passed by the Adjudicating Authority, before the Hon'ble Appellate Tribunal. The Hon'ble Appellate Tribunal has granted status quo on orders passed by the Adjudicating Authority confirming three attachments. Matter is pending for hearing. The ED has filed a prosecution complaint before the SpI, PMLA Court against the Company and the same is pending for trial.

    1. The Serious Frauds Investigation Office ('SF10') published a Public Notice during December 2016 in a newspaper wherein it has been mentioned that the Central Government had directed the SF10 to investigate into the affairs of the Company. SF10 has concluded its investigation and filed report to Central Govt.
    1. The Company has filed civil suit for damages against Mr. Ramesh Abhishek, Mr. K. P. Krishnan and Mr. P. Chidambaram before the Hon'ble Bombay High Court for their malafide act against the Company in NSEL payment default. The Hon'ble Bombay High Court issued summons to the aforesaid defendants.
    1. The Company has a total MAT credit entitlement of' 8,950.29 lakhs as at June 30, 2019. The management of the Company is confident that the Company will be able to utilize unexpired MAT entitlement in future unexpired years.
    1. During the quarter ended June 30, 2019, the Company has made additional long term investments aggregating Z 1,047.56 lakhs in a subsidiary.
    1. The Statutory Auditors vide their Independent Auditors Limited Review Report dated August 09, 2019 issued the qualified conclusion on the unaudited standalone financial results for the three month period ended June 30, 2019 and basis for qualified conclusion and Management responses thereto are as under:-

Note no. 10, 11, 12 and 13 form basis for our qualified conclusion. As stated by the Management of the Company in Note 10 to the Statement, Civil Suits have been filed against the Company in relation to event occurred on NSEL's trading platform. These matters are pending at various stages of adjudication. As stated in the said note, the management of the Company does not foresee that the parties who have filed Civil Suits would be able to sustain any claim against the Company. In addition, as stated by the management in note 10, 11, 12 and 13 to the Statement, there are First Information Reports("FIR")/ complaints/ letters/ orders/ notices/reports registered/ received against various parties including the Company from/ with the Economic Offences Wing of the Mumbai Police (EOW), Central Bureau of Investigation (CBI), Home department - Government of Maharashtra under MPID Act, the Directorate of Enforcement and the Serious Fraud Investigation Office (SF10). Above matters are pending at various stages of adjudication/investigation.

In this regard, the Management and those charged with Governance have represented to us that other than as stated in the said notes to the Statement, there are no claims, litigations, potential settlements involving the Company directly or indirectly which require adjustments to/disclosures in the Statement and that the ability of the Company to carry out its day-to-day operations/activities is not seriously affected due to any such FIR/complaints/letters/ orders/ notices as aforesaid.

In the light of the above representations regarding the ongoing investigations and matters, the outcome of which is not known and is uncertain at this stage, we are unable to comment on the consequential impact in respect of the same on the results for three months period ended 30 June 2019.

Management Response: Refer Note 10,11,12 and 13 above

    1. The Statutory Auditors vide their Independent Auditors Limited Review Report dated August 09, 2019 issued the qualified conclusion on the unaudited consolidated financial results for three months period ended June 30, 2019 and basis for qualified conclusion thereto are as disclosed:-
  • I. Basis for qualified conclusion pertaining to the Company and management response thereto, Refer Note no 17 above.

  • II. Basis for qualified conclusion by the Independent Auditors of NSEL vide their Limited Review Report on the unaudited consolidated financial results for the three months period ended June 30, 2019 of NSEL, are reproduce hereunder:
  • a) NSEL has been served with notices/letters/summons from various statutory authorities/regulators/government departments and some purported aggrieved parties, pertaining to the period prior to suspension of the exchange related operations from July 31, 2013. There are some writ petitions, public interest litigations, civil suits including in representative capacity filed by and against the Company. Such matters against the Company are sub-judice before different forums. The Group may be exposed to civil/criminal liabilities in case of any adverse outcome of these investigations/enquiries or legal cases or any other investigations as referred above enquiries or suits which may arise at a later date.

In the light of the representations regarding the ongoing investigations and matters, the outcome of which is not known and is uncertain at this stage, we are unable to comment on the consequential impact in respect of the same on the results for the quarter ended June 30, 2019.

NSEL Management Response

Investigating agencies are investigating genuineness of the warehouse receipts issued by the Exchange as well as the frauds perpetrated by the erstwhile senior officials of the Exchange. The Government by Gazette Notification SO 2529(E) dated September 19, 2014 has withdrawn the Gazette Notification SO 906(E) dated June 05, 2007 (by which the Company was granted exemption under Section 27 of the FCR Act, 1952 for trading of forward contracts of one day duration) with immediate effect and consequently the notification SO 228(E) dated February 06, 2012 and notification SO 2406(E) dated August 06, 2013 ceased to be in force w.e.f. September 19, 2014, as informed to the Company by the FMC vide letter dated November 05, 2014. As the reply to the said SCN has been given and actions, if any, required due to SCN has been taken, including withdrawal of the exemption itself, the Company do not foresee any further consequences on the SCN. FMC /Ministry of Consumer Affairs has not adjudicated the SCN issued to NSEL for violation of the conditions of the exemption notification dated June 05, 2007, which was the subject matter of the SCN. All contracts traded on the Exchange platform were proper and in consonance with applicable laws, exemption notifications and there were no violations in this regard. The Company had obtained a legal opinion on the legality of the contracts traded by the members on the exchange platform. The Company is taking all steps to defend its position, however since all matters are subjudice, the Company is unable to quantify the impact, if any, of such legal proceedings on the financial statements of the Company.

In case of provision for impairment of Financial assets relating to amounts to be recovered from defaulting members, NSEL has secured decrees/ Arbitration Award worth Z 3,365 Crores and has initiated execution proceedings against the Defaulting members to recover Decretal amounts. Further, the High Court Committee has crystalized the liability to the tune of Z 930.06 crores of defaulting members (' 61.41 crores against two defaulters and accepted by Bombay Hight Court & 868.25 crores against 7 defaulters and pending for acceptance Bombay Hight Court). The said reports will be converted into the decree once the same are accepted by the High Court.

b) The trade receivables, other receivables, loans and advances and deposits are subject to confirmation and reconciliation. The management, however, does not expect any material changes on account of such reconciliation/ confirmation from parties. In many cases legal notices have been sent to the parties in earlier years; however, we are unable to form any opinion on the recoverability of the outstanding balances of such parties.

NSEL Management Response:

Majority in value of the trade and other receivables, loans and advances etc. are under litigation/subject to court orders. Where amount is doubtful for recovery, Company has either made provision or disclosed the reason for non-provisioning. Company is making full efforts for recovery of the amount.

  1. Previous year/period figures have been regrouped/reclassified, wherever necessary, to conform to current period's presentation.

For 63 moons technologies limited

Place : M urn bai S Raj n ran S Raj ran

Date : August 09, 2019 -. Managing Director & CEO DIN- 02686150

Corporate Office: FT Tower, CTS No 256-257, Suren Road, Chakala, Andheri (East), Mumbai —400093

Sharp & Tannan Associates

Chartered Accountants

87 Nariman Bhavan, 227 Nariman Point Mumbai (Bombay) 400 021, INDIA.

T: +91 22 6153 7500 ; 2202 2224 / 8857 F: +91 22 2202 3856 E: mumbai.office@sharp-tannan .com W: www.sharp-tannan.com

To,

The Board of Directors, 63 moons technologies limited Corporate office: FT Tower, CTS no. 256 & 257, Suren Road, Chakala, Andheri (East), Mumbai 400 093

Dear Sirs,

Sub: Limited review report on unaudited standalone financial results of 63 moons technologies limited for three months period ended 30 June 2019 Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Introduction

  1. We have reviewed the accompanying statement of unaudited standalone financial results (the 'Statement') of 63 moons technologies limited ('the Company'), for three months period ended 30 June 2019, being submitted by the Company pursuant to the requirement of Regulation 33 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015 ('SEBI Regulation 2015'), as amended, ('the Circular').

The Statement, which is the responsibility of the Company's Management and approved by the Company's Board of Directors on 9 August 2019, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard (Ind-AS) 34 "Interim Financial Reporting", prescribed under Section 133 of the Companies Act, 2013 (the 'Act'), other accounting principles generally accepted in India and Regulation 33 of SEBI Regulation 2015, as amended. Our responsibility is to express a conclusion on the Statement based on our review.

Scope of Review

  1. We conducted our review of the Statement in accordance with the Standard on Review Engagement (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

Basis for Qualified Conclusion

  1. Note no. 10, 11, 12 and 13 forms basis for our qualified conclusion. As stated by the Management of the Company in Note 10 to the Statement, Civil Suits have been filed against the Company in relation to event occurred on NSEL's trading platform. These matters are pending at various stages of adjudication. As stated in the said note, the management of the Company does not foresee that the parties who have filed Civil Suits would be able to sustain any claim against the Company. In addition, as stated by the management in note 10, 11, 12 and 13 to the Statement, there are First Information Reports ("FIR")/ complaints/ letters/ orders/ notices/reports registered/ received against various parties including the Company from/ with the Economic Offences Wing of the Mumbai Police (EOW), Central Bureau of Investigation (CBI), Home Department - Government of Maharashtra under MPID Act, the Directorate of Enforcement and the Serious Fraud Investigation Office (SFIO). Above matters are pending at various stages of adjudication/investigation. -c;,.annan A-~

In this regard, the Management and those charged with Governance have represented to vs that other than as stated in the said notes to the Statement, there are no claims, litigations, potential settlements involving the Company directly or indirectly which require adjustments to/disclosures in the Statement and that the ability of the Company to carry out its day-to-day operations/activities is not seriously affected due to any such FIR/complaints/ letters/ orders/ notices as aforesaid.

In the light of the above representations regarding the ongoing investigations and matters, the outcome of which is not known and is uncertain at this stage, we are unable to comment on the consequential impact in respect of the same on the results for three months period ended 30 June 2019.

Qualified Conclusion

  1. Except for the possible effects of the matter specified under 'Basis for Qualified Conclusion ', and based on our review conducted as stated above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with Ind-AS as prescribed under section 133 of Companies Act, 2013 and other recognised accounting practices and policies generally accepted in India has not disclosed the information required to be disclosed in terms . of Regulation 33 of SEBI Regulation 2015, as amended, including the manner in which it is to be disclosed or that it contains any material misstatement.

Emphasis of Matter

    1. We draw attention to Note 6 of the Statement with respect to certain investments. The Company's management is monitoring the developments in this regard.
    1. We draw attention to Note 9 to the Statement. Government of India has filed the Company Petition before the Principal Bench of the Company Law Board, under the Companies Act, 1956, seeking inter alia removal and supersession of the Board of Directors of the Company. The matter is pending before National Company Law Appellate Tribunal (" NCLAT') and is currently sub-judice.
    1. We draw attention to Note 15 to the Statement, regarding utilisation of unexpired MAT credit entitlement by the Company. The Company has a total MAT credit entitlement of Rs.8,950 Lakhs as at 30 June 2019. Based on the projections made by the Company's management regarding incometax liability of the Company, Management is of the view that the Company will be able to utilise the unexpired MAT credit entitlement in eligible projected years.

Our conclusion is not qualified in respect of these matters of emphasis.

Other matter

  1. The Statement includes results for the quarter ended 31 March 2019, being the balancing figure between audited figures in respect of the full financial year and the published year to date figures up to nine months ended 31 December 2018 which was subjected to limited review by us.

Our conclusion is not qualified in respect of these other matter.

UDIN: 19047751AAAACW1546

For Sharp & Tannan Associates Chartered Accountants Firm's registration no. 109983W by the hand of

~ Partner

Membership No.(F) 047751

Mumbai, 9 August 2019

Sharp & Tannan Associates

Chartered Accountants

87 Nariman Bhavan, 227 Nariman Point Mumbai (Bombay) 400 021, INDIA.

  • T: +91 22 6153 7500; 2202 2224 / 8857 F: +91 22 2202 3856 E: [email protected]
  • W: www.sharp-tannan.com

To,

The Board of Directors, 63 moons technologies limited Corporate office: FT Tower, CTS no. 256 & 257, Suren Road, Chakala, Andheri (East), Mumbai 400 093

Dear Sirs,

Sub: Limited review report on unaudited consolidated financial results of 63 moons technologies limited for three months period ended 30 June 2019 Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Introduction

  1. We have reviewed the accompanying statement of unaudited consolidated financial results (the 'Statement') of 63 moons technologies limited ("the Parent'' or "the Company") and its subsidiaries (the Parent and its subsidiaries together referred to as "the Group"), for three months period ended 30 June 2019, being submitted by the Company pursuant to the requirement of Regulation 33 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015 ('SEBI Regulation 2015'), as amended, ('the Circular'). Attention is drawn to the fact that the consolidated figures for the corresponding three months period ended 30 June 2018 and immediately preceding three months ended 31 March 2019 as reported in these financial results have been approved by the Parent's Board of Directors but have not been subjected to review since the requirement of submission of quarterly unaudited consolidated financial results has become mandatory only from 1 April 2019.

The Statement, which is the responsibility of the Parent's Management and approved by the Parent's Board of Directors on 9 August 2019, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard (Ind-AS) 34 "Interim Financial Reporting", prescribed under Section 133 of the Companies Act, 2013 (the 'Act'), other accounting principles generally accepted in India and Regulation 33 of SEBI Regulation 2015, as amended. Our responsibility is to express a conclusion on the Statement based on our review.

Scope of Review

    1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to of obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
    1. We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33(8) of the SEBI Regulation, 2015, as amended, to the extent applicable.
    1. The Statement' includes the results of the entities mentioned in Annexure A.

Basis for Qualified Conclusion

ote no. 10, 11, 12 and 13 forms basis for our qualified conclusion. As stated by the Management of Company in Note 10 to the Statement, Civil Suits have been filed against the Company in relation ent occurred on NSEL's trading platform. These matters are pending at various stages of adjudication. As stated in the said note, the management of the Company does not foresee that the parties who have filed Civil Suits would be able to sustain any claim against the Company. In addition, as stated by the management in note 10, 11, 12 and 13 to the Statement, there are First Information Reports ("FIR")/ complaints/ letters/ orders/ notices/reports registered/ received against various parties including the Company from/ with the Economic Offences Wing of the Mumbai Police (EOW), Central Bureau of Investigation (CBI), Home Department - Government of Maharashtra under MPID Act, the Directorate of Enforcement and the Serious Fraud Investigation Office (SFIO). Above matters are pending at various stages of adjudication/investigation.

In this regard, the Management and those charged with Governance have represented to us that other than as stated in the said notes to the Statement, there are no claims, litigations, potential settlements involving the Company directly or indirectly which require adjustments to/disclosures in the Statement and that the ability of the Company to carry out its day-to-day operations/activities is not seriously affected due to any such FIR/ complaints/ letters/ orders/ notices as aforesaid.

In the light of the above representations regarding the ongoing investigations and matters, the outcome of which is not known and is uncertain at this stage, we are unable to comment on the consequential impact in respect of the same on the results for three months period ended 30 June 2019.

    1. We reproduce hereunder the 'Basis for Qualified Conclusion' issued by the independent auditor(s) of a subsidiary viz. National Spot Exchange Limited ('NSEL ') vide their limited review report on the consolidated financial statements of NSEL, to the extent the same are found significant as per the Guidance issued by the Institute of Chartered Accountants of India, from time to time and which also forms the basis for qualified conclusion in our audit report on the accompanying Statement of the Group:
  • a) "NSEL has been served with noticest1etterslsummons from various statutory authorities/regulators/government departments and some purported aggrieved parties, pertaining to the period prior to suspension of the exchange related operations from 31 July 2013. There are some writ petitions, public interest litigations, civil suits including in representative capacity filed by and against the Company. Such matters against the Company are sub-judice before different forums. The Group may be exposed to civil/criminal liabilities in case of any adverse outcome of these investigations/enquiries or legal cases or any other investigations as referred above enquiries or suits which may arise at a later date.

In the light of the representations regarding the ongoing investigations and matters, the outcome of which is not known and is uncertain at this stage, we are unable to comment on the consequential impact in respect of the same on the results for the quarter ended 30 June 2019.

b) "The trade receivables, other receivables, loans and advances and deposits are subject to confirmation and reconciliation. The management, however, does not expect any material changes on account of such reconciliation/ confirmation from parties. In many cases legal notices have been sent to the parties in earlier years; however, we are unable to form any opinion on the recoverability of the outstanding balances of such parties."

Qualified Conclusion

  1. Except for the possible effects of the matter specified under 'Basis for Qualified Conclusion ', and based on our review conducted as stated above and based on the consideration of the review reports of other auditors referred to in Other Matter paragraph, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Ind-AS and other recognised accounting practices and policies generally accepted in India has not disclosed the information required to be disclosed in terms of Regulation 33 of SEBI Regulation 2015, as amended, including the manner in which it is to be disclosed or that it contains any material misstatement.

Emphasis of Matter

8.

    1. We draw attention to Note 9 to the Statement. Government of India has filed the Company Petition before the Principal Bench of the Company Law Board, under the Companies Act, 1956, seeking inter alia removal and supersession of the Board of Directors of the Company. The matter is pending before National Company Law Appellate Tribunal ("NCLA T") and is currently sub-judice.
    1. We draw attention to Note 15 to the Statement, regarding utilisation of unexpired MAT credit entitlement by the Company. The Company has a total MAT credit entitlement of Rs.8,950 Lakhs as at 30 June 2019. Based on the projections made by the Company's management regarding incometax liability of the Company, Management is of the view that the Company wil l be able to utilise the unexpired MAT credit entitlement in eligible projected years.

Our conclusion is not qualified in respect of these matters of emphasis.

Other matters

  • 11 . We did not review interim financial statements (separate/consolidated)/ financial information of three subsidiaries included in the Statement, whose interim financial statements (separate/consolidated)/ financial information reflect total revenue of Rs.3,260 lakhs, total net profit/(loss) after tax of Rs.(939) lakhs and total other comprehensive income/(loss) of Rs.0 lakhs for three months period ended 30 June 2019.These interim financial statements (separate/consolidated)/ financial information has been reviewed by other auditors whose reports have been furnished to us by the Parent's management, and our conclusion on the accompanying Statement in so far as it relates to the amounts and disclosures included in respect of these subsidiaries is based solely on the report of such auditors and procedures performed by us as stated above.
    1. Interim financial statements (separate/consolidated)/ financial information of twelve domestic subsidiaries and four foreign subsidiaries is neither reviewed by us nor by other auditors and is certified by the respective Company's management. Their interim financial statements (separate/consolidated)/ financial information reflect total revenue of Rs.220 lakhs, total net profit/(loss) after tax of Rs. (22) lakhs and total other comprehensive income/loss of Rs.a lakhs for three months period ended 30 June 2019. Our conclusion on the accompanying Statement in so far as it relates to the amounts and disclosures included in respect of these subsidiaries is based solely on these management certified interim fi nancial statements (separate/consol idated)/ financial information and procedures performed by us as stated above. According to the information and explanations given to us by the Parent Company's management, these interi m financial statements (separate/consolidated)/ financial information are not material to the Group.
    1. Certain subsidiaries are located outside India and their interim financial statements (separate/consolidated)/ financial information have been prepared in accordance with accounting principles generally accepted in their respective countries. The Parent Company's management has converted these interim financial statements (separate/consolidated)/ financial information from accounting principles generally accepted in their respective countries to accounting principles generally accepted in India. We have not reviewed these conversion adjustments made by the Parent Company's management.

Our conclusion is not qualified in respect of these other matters.

UDIN: 19047751AAAACX6438

For Sharp & Tannan Associates Chartered Accountants Firm's registration no. 109983W

by ~

15'ramod Bh1se Partner Membership No.(F) 047751

Mumbai, 9 August 201 9

Annexure A to the Independent Auditors' Limited Review Report on unaudited consolidated financial results of 63 moons technologies limited for three months period ended 30 June 2019

-- financial results of 63 moons technologies limited for three months period ended 30 June 2019
Sr.
no.
I
-
Name of Subsidiaries
--
-
Domestic/
Foreign
Subsidiarv
1. Atom Technologies Limited Domestic_
2. --
Adyna Solutions Pvt Ltd
-
-
Domestic
3. --
Ticke~nt Limited
Domestic
4.
-
Financial Technologies Communications Limited Domestic
'-
5.
--
--
Credit Market Services Limited
Domestic
6. Apian Finance & Investment Limited Domestic
7.
f---
FT Projects Limited Domestic
8. Riskraft Consulting Limited Domestic
9. Global Payment Networks Limited ·-
Domestic
10.
I
FT Knowle_Eg~anagement Company Limited Domestic
11 . IBS Forex Limited Domestic
12. National Spot Exchange Limited (NSEL) Domestic
13.
-
Indian Bullion Market Association Limited (subsidiary of NSEL) Domestic
14. Farmer Agricultural Integrated Develo ment Alliance Limited (subsidiary of NSEL) Domestic
15. Westernghats Agro Growers Companv Limited (WGAGL) (subsidiary of NSEL) Domestic
16. FT Grau
Investments Pvt. Limited. (ETGIPL)
Foreig_r:i___
Bourse Africa (Bostwana) Limited Foreign_
Bourse Africa Limited {_BAL) (subsidiary of FTGIPL) Foreiqn -
, _ _ ~urse Africa Clear Limited (subsidiary of BAL) ForeigQ__
Financial Technologies Middle East DMCC (subsidiary of FTGIPL) Foreign_
1L Financial Technologies Singapore Pte Limited Foreion
>---
18.
IC1S.Platfo~tyJ Limited Fore ig_r:i___
19. Knowledge Assets Pvt. Limited Foreion