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63 Moons Technologies Limited Interim / Quarterly Report 2020

Feb 7, 2020

60264_rns_2020-02-07_c72ef2e5-f432-4c40-b4cc-eaf800ac7806.pdf

Interim / Quarterly Report

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February 07, 2020

! Listing Compliance, ! Listing Compliance,
1 BSE Limited National Stock Exchange of India Limited
1 P. J. Towers, 1
1 Exchange Plaza,
1 Dalal Street, 1 Bandra Kurla Complex,
1 Mumbai -
400 001
1 Sandra (E), Mumbai -
400 051
1 (Scrip Code: 526881.) .J (Scrip Code:.63MOONS) i

Dear Sirs,

Sub: Unaudited Financial Results (Standalone and Consolidated) alongwith Limited Review Report for the third quarter and nine months ended 31st December, 2019

Pursuant to applicable Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, please be infonned 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 third quarter and nine months ended 31st December, 2019. Copy of Financial Results alongwith Limited Review Report is enclosed for your records.

The meeting commenced at 2.30 p.m. and concluded at 5.25 p.m.

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

63 moons technologies limited

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

63 moons technologies limited Regd. Office: Shakti Towers-l ,E,7th Floor,766, Anna Sa lai, Thousand Lights, Chennai - 600002. CI N - L29142TN1988PLC015586

A. STATEMENT OF STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED DECEM EBER 31, 2019.

(₹ in lakhs, except per equity share data)
Quarter ended Nine months ended
Sr. PARTICULARS 31.12.2019 30.09.2019 31.12.2018 31.12.2019 31.12.2018 31.03.2019
No. Unaudited Unaudited Unaudited Unaudited Unaudited Audited
Income
$\mathbf{1}$ Operating Income
a) Revenue from Operations 3,515.57 3,601.43 3,978.88 10,339.20 11,288.99 14,582.45
b) Other Operating Income 32.14 44.65 33.60 112.63 100.78 136.62
2 Other Income (net) 3,321.14 3,659.82 4,257.85 10,155.24 11,719.56 16,007.73
3 Total Income (1+2) 6,868.85 7,305.90 8,270.33 20,607.07 23,109.33 30,726.80
$\overline{a}$ Expenses
a) Employee benefits expense 2,783.41 2,819.08 2,674.15 8,417.63 7,995.19 10,519.34
b) Legal and professional charges 1,655.57 2,257.54 2,264.19 6,024.44 6,063.76 8,591.05
c) Depreciation and amortisation expense 597.32 595.19 455.80 1,650.62 1,347.21 1,811.89
d) Finance costs 13.60 8.90 131.01 30.38 388.49 410.17
e) Other expenses 2,389.77 1,190.64 1,722.48 4,874.58 4,607.49 7,271.37
Total expenses 7,439.67 6,871.35 7,247.63 20,997.65 20,402.14 28,603.82
5 Profit / (Loss) before Exceptional items (3-4) (570.82) 434.55 1,022.70 (390.58) 2,707.19 2,122.98
6 Exceptional items (609.66) (467.93) (3, 143.25) (1,077.59) (501.67) (1,027.13)
$\overline{7}$ Profit / (Loss) before tax (5+6) (1, 180.48) (33.38) (2, 120.55) (1,468.17) 2,205.52 1,095.85
8 Tax expense / (credit) (32.66) 720.14 512.70 592.64 1,239.25 1,086.59
9 Net Profit/ (Loss) for the period (7-8) (1, 147.82) (753.52) (2,633.25) (2,060.81) 966.27 9.26
10 Other Comprehensive Income 0.41 (4.23) (57.48) (164.44) (84.46) (24.65)
11 Total Comprehensive Income (9+10) (1, 147.41) (757.75) (2,690.73) (2, 225.25) 881.81 (15.39)
12 Paid-up equity share capital (Face value ₹ 2/- per share) 921.57 921.57 921.57 921.57 921.57 921.57
13 Reserves excluding revaluation reserves 284,667.73
14 Earnings per share (Face Value ₹ 2/- per share)
Basic / Diluted $(\overline{\zeta})$ (not annualised)
(2.49) (1.64) (5.71) (4.47) 2.10 0.02

Standalone other income Consists of:- (~ in lakhs)

Particulars Quarter ended Year ended
31.12.2019 30.09.2019 31.12.2018 31.12.2019 31.12.2018 31.03.2019
(a) Change in fair valuation of Investments 137.15 216.10 177.44 462.23 409.76 570.26
(b) Interest Income 2.938.24 2.865.08 3.921.84 8,629.85 10,829.43 14,784.06
$(c)$ Others (net) 245.75 578.64 158.57 1.063.16 480.37 653.41
3,321.14 3,659.82 4,257.85 10,155.24 11.719.56 16,007.73

Stand alone Exceptional Item consists of: (~ in lakhs)

Quarter ended Nine months ended
Particulars 31.12.2019 30.09.2019 31.12.2018 31.12.2019 31.12.2018 31.03.2019
(a) Expected credit loss on investment in subsidiaries (charge) /
reversed (net)
(609.66) 1,354.51 × 744.85 (501.67) (1, 477.13)
(b) Net Gain on Sale of Equity Shares (Refer Note 3) w. 3,177.56 3,177.56
(c) Allowance for expected credit loss on debentures (Refer
Note 4)
$\sim$ (5,000.00) (5,000.00)
(d) Reversal of credit loss on loan given to subsidiary (3, 143.25) 450.00
(609.66) (467.93) (3, 143.25) (1,077.59) (501.67) (1,027.13)

B. STATEMENT OF CONSOLIDATED UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED DECEMEBER 31, 2019:

I? In lakhs exceot oer eaultv share data I
Quarter Ended Nine months ended Year Ended
Sr. PARTICULARS 31.12.2019 ' 30.09.2019 31.12.2018 31.12.2019' 31.12.2018 31 .03.2019
No. Unaudited Unaudited Unaudited Unaudited Unaudited Audited
1 Operating Income
a) Revenue from O pera t ions 3,973.61 6 ,8 26.20 6.92 1.53 17,225.42 19,794 .14 26,060.12
b) Other Operating Income 46.78 21.98 13.33 8 1.86 39.95 52.93
2 Other Income (net} 3 441.64 3 812.06 4 440.66 10 539.34 12 4 89.71 20 308.39
3 Total Income 11+21 7 462.03 10 660.24 11 375.52 27 846.62 32 323 .80 46 421.44
4 Expenses
a) Purchases of stock-in-trade 178.88 134.52 422.37 422 .33 450.67
b) Employee benefits expense 3,472.14 3.902.74 3,766.80 11.253.25 10 ,972 .81 14,647.17
c) Finance costs 16.95 25.35 145.46 65.88 40 4 .19 440.36
d) Legal and professional charges 2,105.85 3,173.49 2,917.41 7,862.72 8 ,993.30 12,338.15
e) Depreciation and amortisation expense 621 .94 701.59 671 .46 1,878.85 1,943 .64 2,602.52
fl Other exoenses 2,714.54 3 415.01 3 936.49 9 749.71 11,157.01 18 057.67
Total expenses 8 931.42 11 397.07 11 572.14 31 232.78 33 893 .28 48 536.54
5 Profit/ floss! before Exceotlonal Items 13-4) fl 469.39 ) 1736.831 1196.62 13 386.16) fl 569 .481 12 11 5.10)
6 Exceptional ,terns 5,347.24 266.15 5,347.24 1297.051 (297.05)
7 Profit/ floss) before tax 15+61 fl 469.39) 4 610.41 69.5 2 1 961.08 fl 866.54I 12 412.15)
8 Ta,c expense 11.71 704.49 535.32 648.57 1,282.13 1,132.65
9 Net Profit/ floss) after taxes 17-81 fl 481.10) 3 905.92 1465.801 1 312.51 13 148.671 13 544.80)
10 Share of profit of Associate 0.61 0.61
11 Minoritv Interest 1.87 12.87) 13.08 13.471 119.781 119.20)
12 Net Profit / (loss) after taxes, minority Int erest and share of
loroflt of associates 19+10-lll fl 482.36) 3 908.79 1462.72) 1 316.60 13 128.89) (3 5 25.60)
13 Other Comorehensive Income 0.41 14.23) 157.481 1164.44 l 184.461 129.83)
14 Total Com orehenslve Income fl2+13l 11 481.951 3 904.56 1s20.201 1152.16 13 213.35) (3 555.43)
15 Paid-up eauitv share caoital (Face value t 2/- oer share) 9 2 1.57 921.57 921.5 7 921.5 7 921.57 92 1.57
16 Reserves excluding rev a I uati on reserves 316 836.67
17 Earnings per share (Face Value t 2/· per share)
Basic / Diluted (t) (non annul1sed) (3.22) 8.48 (1.CXl) 2.86 (6.79) (7.65)

* Since Atom Technologies became associate w .e.f. September 27, 2019, its financials for quarter ended December 31, 2019 are not consolidated line by line and hence amounts of quarter and nine month ended December 31, 2019 are not comparable w ith previous periods. The Company's share in profit of Atom Technologies Ltd 1s included under Share of Profit of Associates.

Consolidated Other Income Consists of:
Consolidated Other Income Consists of: (~ in lakhs)
Quarter Ended Nine months ended Year Ended
Partlrulars 31.12.2019 30.09.2019 31.12 .2018 31.12.2019 31.12.2018 31.03.2019
(a) Change in fair valuation o f I n vestments 156.94 237.23 237.09 529.95 616.55 825.86
(b) Interest Income 3,070.77 3,040 .67 4 ,114 .26 9,086.57 11,202.97 15,281.99
(c) Others (net) 213 .93 534.16 89.31 922 .82 670.19 4 ,200.54
3 441 .64 3 812.06 4 440.66 10 539 .34 12 4 89.71 20 308.39
Consolidated Exceptional Item consists of: (~ in lakhs)
Quarter Ended Nine months ended Year Ended
Partirulars 31.12.2019 30.09.2019 31 .12.2018 31.12.2019 31.12.2018 31.03.2019

(b) Net Gain on Sale of Shares (refer Note 3) 10,347.24 266.15 10347.24 1297.051 (297.05)

5 347 .24 266 .15 5 347 .24 1297.051 (297 .OSI

(a) Allowance for expected credit loss on debentures (refer note (5,000 .00) (5,000.00)

$\mathcal{L}$ and it denotes the contract of $\mathcal{L}$ . The contract of $\mathcal{L}$ is a set of $\mathcal{L}$
Consolidated Segmental wise Revenue and Results: (~ in lakhs)
Sr. Particulars Quarter Ended Nine months ended Year Ended
No. 31 .12.2019 30.09.2019 31.12.2018 31.12.2019 31.12.2018 31.03.2019
1 Segment Revenue :
STP Technologies / Solutions 4,016.42 6,756.89 5,598.86 17,117.41 18,51 2.08 24 ,851.66
Others 45.99 183.95 1179.90 411.41 1 543.47 1 594.1 2
Total 4,062 .41 6,940.84 6 ,778 .76 17,528.82 20,055.55 26,445 .78
Less: Inter seRment Revenue 4 2.02 92.66 1156.101 22 1.54 221.46 332.73
Net Sales /Income From Operations 4 020 .39 6 848 .18 6 934.86 17 307.28 19 834.09 26 113 .05
2 Segment Results :
STP Technologies /Solutions 1,157.60 1,448.13 1,579.22 3,042.04 4 ,258.2 1 5 ,230.20
Others (595.70) (1 097.38) (901.321 (1 927.641 13 416.471 (6 411.93)
Total 561.90 350.75 677.90 1,114.40 841.74 (1,181.73)
Less: Elimina tions 131.53) (67.061 161.29) 1164.651 38.26 (63.72)
Net Segment Results 593 .43 417.81 739.19 1,279.05 803.48 (1,118.01)
Less : Finance Cost 16.96 25.35 145.46 65.89 4 04.19 440.36
Add : Unallocable Income 3,441.64 3,812.06 4 ,440.65 10,539.34 12,489.72 20,308.39
Less : Unallocabl e Expenses 5,487.51 4,941.35 5,23 1.01 15,138.67 14,458.50 20,865.12
Add: Excepti ona I I tern 5 347.24 266. 15 5 347.24 1297.051 1297.05I
Profit/ (loss) before ta x fl 469.401 4 610.41 69.5 2 1 961.07 (1 866.541 (2 412.1 5)

  • a) Segments have been identified in accordance with t he Ind AS 17 "Segment Reporting" considering the organization structure and the return/ risk profiles of the business.
  • b) STP Technologies/ Solutions segment represents straight t hrough processing solutions and includes an integrated mix of various products, projects and activities incidental thereto. Other segment represent s 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 t he management believes t hat it is currently not practicable to provide segment disclosure relating to capital employed since a meaningful segregation is not possible.

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 February 07, 2020.
    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.
    1. During the previous quarter ended September 30, 2019, the Company has concluded the sa le of 28,69,14,688 shares in Atom Technologies Limited (ATOM), a subsidiary of the Company to NTT Data Corporation, Japan for aggregate consideration equivalent to~ 6,652.97 lakhs. As per terms of the Share Purchase Agreement (SPA), out of the sale proceeds,~ 295.10 lakhs are kept in an escrow account with a bank and not recognized as income. The resultant profit 'ii; 3,177.56 lakhs, net of expenses, has been included under exceptional item. Consequent to the sale, ATOM has ceased to be a subsidiary of the Company and is now an Associate of the Company. In view of the sale transaction, in previous quarter ended September 30, 2019, the Company has reversed the Allowance for expected credit loss on investments in Atom Technologies Limited (ATOM) oH 2,327.02 lakhs, which is included under exceptional items.
    1. The Company has investment in 11.50% and 11.80%, Non-Convertible Debentures issued by IL&FS Transportation Networks Ltd (ITNL) (subsidiary of Infrastructure Leasing & Finance Ltd - ILFS) (face value~ 10,000 Lakhs each) and 9.05% and 9.25%, Non- Convertible Debentures of Dewan Housing Finance Corporation Ltd (DHFL) (face value Rs. 10,000 Lakhs each). ITNL & DHFL have defaulted in interest payment on these NCDs. The Company has taken appropriate legal actions and is monitoring the developments. On conservative basis the Company has not recognised interest income for the quarter and nine months ended December 31, 2019. Further during the quarter, the Company has derecognised amount of 'ii; 1,022.79 lakhs in respect of interest accrued on DHFL debentures till March 31, 2019 but not received. During the previous quarter ended September 30, 2019, the Company has also made provision of~ 5,000.00 lakhs in respect of Non-convertible debentures of ITNL and is disclosed as exceptional item.
    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 Com panies 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 financia l year 2014-15 @ ~ 5/- per share amounting to~ 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 w ith the st atutory provisions under the Companies Act, 2013. Further, the shareholders of the Company have approved final dividend for year 2016-17 , 2017-18 and 2018-19 @ ~ 2/- per share for each year, aggregating to~ 2,764.71 lakhs, subject to appropriate judicial order which is also pending for distribution to the shareholders due t o aforesaid restrictions. All the Notice of Motions and the Contempt Petitions filed against the Company have been tagged together and pending for hearing.
    1. The writ petition fi led by the Company cha llenging the legality and propriety of the Forward Markets Commission's ('FM C') 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 the Company as not a fit and proper person to hold shares in recogni zed 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 before the Hon'ble Supreme Court.

  • 7 . The Union of India, through the Ministry of Corporate Affairs ("MCA"}, has filed the Company Petition before the Principal Bench of the Compa ny 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, t reasury management and funding requirements of the subsidiaries ('Committee'). The NCLT vide its order dated June 4, 2018, dismissed the prayer of MCA 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.
    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. These matters are pending for hearing before the Hon' ble Bombay High Court.

b) First Information Reports (Fl Rs) 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 filed in December 2018. 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 Hon' ble CBI court.

c) The CBI - EOW, has 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 li cense 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 pet ition 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 of the same is pending.

e) The SFIO has filed complaint with the Hon'ble Sessions Court under various sections of IPC and Companies Act 2013 against NSEL and others including the Company. The Company has challenged the issuance of process order before the Hon' ble Bombay High Court and the proceedings in the matter has been stayed by the Hon'ble High Court

  1. The Company had filed the Writ Pet itions 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 M ay 15, 2018, September 19, 2018 and corrigendum dated September 27, 2018, attaching the assets of the Company under the provisions of the MPID Act. The Hon'ble Bombay High Court vide its order dated August 22, 2019, pleased to quash and set aside the said impugned Notifications. The State of Maharashtra and NIAG have challenged the said Judgement before Hon' ble Supreme Court, wherein Company made statement that status quo as on date will be maintained. The matter is pending for hearing.

    1. The Enforcement Directorate('ED') has attached certain assets of the Company under the provisions of the Prevention of Money Laundering Act, 2002(PMLA). The three Provisional Attachments Orders have been confirmed by the Adjudicating Authority. The Company had filed Appeals challenging the confirmation orders passed by the Adjudicating Authority, before the Hon'ble Appellate Tribunal. The Hon' ble Appellate Tribunal vide its order dated September 17, 2019 quashed the provisional attachment orders with regard to the Company. However, the Appellate Authority restrained the Company from selling, alienating or creating any third-party rights in assets till the final order is passed by the Spl. Court under the PMLA and further directed to furnish an indemnity bond. The Company has filed the appeal before the Hon' ble Bombay High Court for the limited purpose for challenging the conditions put by the Hon' ble Appellate Tribunal. The E.D. has also filed cross appeal which is tagged with the Company's appeal. The matter is pending for hearing. Meanwhile, ED has filed a prosecution complaint before the Spl. PMLA Court against the Company and the sa me is pending for trial.
    1. The Company has a total MAT credit entitlement of < 9,580.98 lakhs as at December 31, 2019. The management of the Com pany is confident that the Company will be able to utilize unexpired MAT entitlement in future unexpired years.
    1. During the quarter ended December 31, 2019, the Company has made additional long-term investments aggregating< 609.66 lakhs in a subsidiary for which the Company has made allowance for expected credit loss and disclosed as exceptional item.
    1. The St atutory Auditors vide their Independent Auditors Limited Review Report dated February 07, 2020 issued the qualified conclusion on the unaudited standalone financial results quarter and nine months ended December 31, 2019 and basis for qualified conclusion and Management responses thereto are as under:-

Note no. 8, 9 and 10 forms basis for our qualified conclusion. As stated by the Management of the Company in Note 8 to the Stat ement, Civil Suits have been filed against the Company in relation to event occurred on National Spot Exchange Limited trading platform. These matters are pending at various stages of adjudicat ion. As st at ed 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 8, 9 and 10 to the St atement, 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 adjustment s 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/com plaints/ letters/ orders/ notices/ reports 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 the quarter and nine months period ended 31 December 2019.

Management Response: Refer Note 8, 9, and 10 above.

    1. The Statutory Auditors vide their Independent Auditors Limited Review Report dated February 07, 2020 issued the qualified conclusion on the unaudited consolidated financial results for quarter and nine months ended December 31, 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 13 above.

  • II. Basis for qualified conclusion by the Independent Auditors of NSEL vide their Limited Review Report on the unaudited consolidated financia l results for quarter and nine months ended December 31, 2019 of NSEL, are reproduce hereunder:
  • a) NSEL has been served with notices/letters/summons from various statutory authorit ies/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 wh ich may arise at a later date.

In the light of the representations regarding the ongoing investigations and matters, t he outcome of which is not known and is uncertain at this stage, we are unable to comment on t he consequential impact in respect of t he same on the results for t he quarter ended 31 December 2019.

NSEL Management Response:

i) During the previous years, various civil suits have been filed against the Company in relation to the counter party payment default occurred on the exchange platform of the Company. In these proceedings, certain reliefs have been claimed against the Company, inter-alia, on the ground that the Company is liable for the counter party default. 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. The Company, in the same / alternative proceedings have filed su its against its defaulting members seeking recovery of monies. The Company has so far been successful in obtaining decrees worth Rs. 3365 crores from the Hon' ble Bombay High Court against the defaulting members. The Company has initiated execution proceedings against the defaulting members wherever it has obtained decrees. Further, the Hon' ble High court Committee appointed by the Hon' ble High Court has crysta lized the liability of t he defaulting members to the tune of Rs. 930.06 crores by submitting their report s in Hon'ble Bombay High Court. The said reports will be converted into the decree once the same are accepted by the High Court. The management is of the view that the parties who have filed the Civil Suits would not be able to sust ain any claim against the Company.

ii) 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 Apri l 2019. CBI has fi led charge-sheet s 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.

iii) The office of Directorate of Enforcement (ED) Mumbai had conducted the investigation of the matter and had filed the Special PMLA Case No 4 of 2015, 4 of 2016, 21 of 2018 and 22 of 2018 before the Designated PMLA Court Mumbai under the provision of sect ion 3 and section 4 of the Prevention Of Money Laundering Act, 2002. The same is pending for adjudication before the Court .

iv) The Serious Frauds Investigation Office ('SFIO') published a Public Notice during December 2016 in a newspaper wherein it has been mentioned that the Central Government had directed the SFIO to investigate into the affairs of the Company. SFIO has concluded its investigat ion filed its report Mumbai numbered as Com pany Petition No 19 of 2019 in the Sessions Court. Further, company has filed criminal application no 91 of 2020 before Hon' ble Bombay High Court challenging the issues process order dated 29.07.2019 passed by Session court in Company Petition 19 of 2019. Vide order dated 15.01.2020 Hon'ble Court was please to granted-interim relief in favor of Company i.e stay is granted to operation and effect of order dated 29.07.2019 till the next dat e and matter is adjourned.

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. In the Previous year, the Company had opted to publish consolidated financial results on annual basis, accordingly the consolidated financial results for the quarter and nine months ended 31 December 2018 are approved by Board of directors of the company but have not been subjected to review by the statutory auditors of the company.
    1. Previous year/period figures have been regrouped/reclassified, wherever necessary, to conform to current period's presentation

For 63 moons technologies limited

Place : Mumbai

Date : February 07, 2020

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

W: www.sharp-tannan .com

Independent Auditor's Limited Review Report on standalone unaudit;:li financial results of 63 moons technologies limited for the quarter and nine months period ended 31 December 2019 pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To,

The Board of Directors 63 moons technologies limited CIN : L29142TN1988PLC015586 Mumbai.

Introduction

l. We have reviewed the accompanying statement of standalone unaudited financial results of 63 moons technologies limited ("the Company") for the quarter and nine months period ended 31 December 2019 ("the Statement") being submitted by the Company pursuant to the requiremen t of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Regulation 2015") as amended.

This Statement, which is the responsibi lity of the Companv'c Management and approved by t he Company' s Board of Directors on 7 February 202u, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34") prescribed under Section 133 of the Compan ies Act, 2013 ("the Act") and other recognised accounting practices and policies generally accepted in India and Regulation 33 of the 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. This standa rd requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons respo nsible 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 specified under section 143(10) of the Act and consequently does not enable us to obtain assurance that we w1. . :.i become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Basis for qualified conclusion

  1. Note no. 8, 9 and 10 forms basis for our qualified conclusion. As stated by the Management of the Company in Note 8 to the Statement, Civil Suits have been filed against the Company in relation to event occurred on National Spot Exchange Limited 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 8, 9 and 10 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 MP/0 Act, the Directorate of Enforcement and the Serious Fraud Investigation Office (SF/0). 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/ reports 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 the quarter and nine months period ended 31 December 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 accorda nce with the recognition and measurement principles laid down in Ind AS 34 as prescribed under section 133 of the Act 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 the 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 4 of the Statement that describes judgements exercised by the management and its actions in respect of certain investments made by the Company in Non-Convertible Debentures issued by certain companies where in the issuer company has defaulted in servicing interest on these debentures.

63 moons IFS LRR Q3 2019-20 Page 2 of 3

    1. We draw attention to Note 7 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 11 to the Statement, regarding utilisation of unexpired MAT credit entitlement by the Company. The Company has a total MAT credit entitlement of Rs. 9,581 Lakhs as at 31 December 2019. The Company's management is confident that they will be able to utilise unexpired MAT credit in eligible future years.

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

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

Mumbai, 7 February 2020

Praniod Bhise Partner embership no.(F) 047751 UDIN: 20047751AAAAAl1660

~ -

63 moons IFS LRR Q3 2019-20

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 [email protected]
  • W: www.sharp-tannan.com

Independent Auditor's Limited Review Report on consolidated unaudited financial results of 63 moons technologies limited for the quarter and nine months period ended 31 December 2019 pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To,

The Board of Directors 63 moons technologies limited CIN: L29142TN1988PLC015586 Mumbai.

Introduction

l. We have reviewed the accompanying statement of consolidated unaudited financial results of 63 moons technologies limited ("the Parent" or "the Company") and it s subsidiaries (the Parent and its subsidiaries together referred to as "the Group"), and its share of net profit/(loss) after tax and total comprehensive income/(loss) of its associate for the quarter and nine months period ended 31 December 2019 ("the Stateme11t"), being submitted by the Company pursuant to the requirement of Regulation 33 of tli 1e. :,mi (Listing Obligations and Disc losure Requirements) Regulations, 2015 ("SEBI Regulation 2015"), as amended.

Attention is drawn to the fact that the consolidated figures for the corresponding quarter and nine months period ended 31 December 2018, as reported in the Statement have been approved by the Parent' s Board of Directors but have not been subjected to review since the requirement of submission of quarterly consolidated financial results has become mandatory only from 1 April 2019.

  1. The Statement, which is the responsibility of the Parent's Management and approved by the Parent's Board of Directors on 7 February 2020, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, "Interim Financial Reporting" ("Ind AS 34") prescribed under Section 133 of the Companies Act, 2013, ("the Act") and other recognised accounting practices and policies general ly accepted in India and Regulation 33 of the 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 wit· ··,e 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. 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 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 specified under section 143(10) of the Act and consequently does not enable us to 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.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33 (8) of the SEBI Regulations, 2015, as amended, to the extent applicable.

' I

  1. 'The Statement' includes the results of the entities mentioned in Annexure A.

Basis for qualified conclusion

  1. Note no. 8, 9 and 10 forms basis for our qualified conclusion. As stated by the Management of the Company in Note 8 to the Statement, Civil Suits have been filed against the Company in relation to event occurred on National Spot Exchange Limited 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 8, 9 and 10 to the Statement, there ore 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 MP/0 Act, the Directorate of Enforcement and the Serious Fraud Investigation Office {SFIO}. Above matters ore 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-today operations/activities is not seriously affected due to any such ,clR/ complaints/ letters/ orders/ notices/ reports 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 the quarter and nine months period ended 31 December 2019.

  1. We reproduce hereunder the 'Basis for Qualified Conclusion' issued by the independent ouditor(s) of a subsidiary viz. Notional Spot Exchange Limited {'NSEL') vide their limited review report on the consolidated financial statements of NSEL, to the extent the same ore 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 review report on the accompanying Statement of the Group:

63 moons CFS LRR Q3 2019-20 Page 2 of 6

a) NSEL hos been served with notices/ letters/summons from various statutory authorities/ regulators/government deportments and some purported aggrieved parties, pertaining to the period prior to suspension of the exchange related operations from 31 July 2013. There ore some writ petitions, public interest litigations, civil suits including in representative capacity filed by and against the Company. Such matters against the Company ore 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 coses or any other investigations as referred above enquires or suits which may arise at a later dote.

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 some on the results for the quarter ended 31 December, 2019.

b) The trade receivables, other receivables, loans and advances and deposits ore subject to confirmation and reconciliation. The management, however, does not expect any material changes on account of such reconciliation/ confirmation from parties. In many coses legal notices hove been sent to the parties in earlier years; however, we ore 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 and procedures performed as stated in "Scope of review" paragraph above and based on the consideration of the review reports of other auditors referred t o in "Other matters" paragraph below, 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 Ind AS 34 and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the 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 4 of the Statement that describes judgements exercised by the management and its actions in respect of certain investments made by the Company in Non-Convertible Debentures issued by certain companies where in the issuer company has defa ulted in servicing interest on these debentures.
    1. We draw attention to Note 7 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.

63 moons CFS LRR Q3 2019-20 Page 3 of 6

  1. We draw attention to Note 11 to the Statement, regarding utilisation of unexpired MAT credit entitlement by the Company. The Company has a total MAT credit entitlement of Rs.9,581 Lakhs as at 31 December 2019. The Company's management is confident that they will be able to utilise unexpired MAT credit in eligible future years.

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

Other matters

    1. Interim financial statements (separate/consolidated)/ financial information of two subsidiaries included in the Statement have been reviewed by other auditors whose interim financial statements (separate/consolidated)/ financial information which reflects total revenue of Rs. 1,500 lakhs, total net profit/(loss) after tax of Rs. (2,776) lakhs, total other comprehensive income/(loss) of Rs. Nil for the nine months period ended 31 December 2019. The Statement also includes Group's share of net of net profit/(loss) after tax of Rs. 0.61 lakhs and total other comprehensive income/(loss) of Rs. Nil for the quarter ended 31 December 2019, respectively, in respect of one associate (a subsidiary became an associate with effect from 27 September 2019) whose interim financial statements have been reviewed by their auditors. These interim financial statements (separate/consolidated)/ financial information have been reviewed by other auditors whose review reports have been furnished to us by the Parent's management and our conclusion on the accompanying Statement, to the extent it has been derived from such interim financial statements (separate/consolidated)/ financial information is based solely on the report of such other auditors and the procedures performed by us as stated above.
    1. The statement includes interim financial statements (separate/consolidated)/ financial information of eleven domestic subsidiaries and four foreign subsidiaries which have not been reviewed by their auditors and is certified by the respective Company's management. These interim financial statements (separate/consolidated)/ financial information reflects total revenue of Rs. 657 lakhs, total net profit/(loss) after tax of Rs. (104) lakhs, total other comprehensive income/ (loss) of Rs. Nil for the nine months period ended 31 December 2019. Our conclusion on the accompanying Statement in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and an associate is based solely on these management certified interim financial statements (separate/consolidated)/ financial information, to the extent applicable, as stated above. According to the information and explanations given to us by the Parent Company's management, these interim 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.

63 moons CFS LRR Q3 2019-20 Page 4 of 6

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

Mumbai, 7 February 2020

63 moons CFS LRR Q3 2019-20

Annexure A to the Independent Auditors' Review Report on unaudited consolidated financial results of 63 moons technologies limited for quarter and nine months period ended 31 December 2019

I Sr.
no.
Name of the Company Nature of relationship
r i. Tickerplant Limited Domestic subsidiary
2. Financial Technologies Communications Limited Domestic subsidiary
3. Credit Market Services Limited Domestic subsidiary
4. Apian Finance & Invest ment Limited Domestic subsidiary
l
5.
FT Projects Limited Domestic subsidiary
6. Riskraft Consulting Limited Domestic subsidiary
7. Global Payment Networks Limited Domest ic subsidiary
8. FT Knowledge Management Com pany Limited Domestic subsidiary
I 9. JBS Forex Limited Domest ic subsidiary
10 National Spot Exchange Limited (NSEL) Domestic subsidia ry
11.
I
Indian Bull ion Market Association Limited (subsidiary of
NSEL)
Domest ic subsidiary
12. Farmer Agricultura l Integrated Development Alliance
Limited (subsidiary of NSEL)
Domestic subsidiary
13. Western Ghats Agro Growers Company Limited (WGAGL)
(subsidiary of NSEL)
Domestic subsidiary
14. FT Group Investments Pvt. Limited. (FTGIPL) Foreign subsidiary
Bourse Africa (Bostwana) Lim ited - under liquidation Foreign subsidiary
Bourse Africa Limited (BAL) (subsidiary of FTGIPL) - under
liquidation
Foreign subsidiary
under
Bourse Africa Clear Limited (subsidiary of BAL) -
liquidation
Foreign subsidiary
Financial Technologies Middle East DMCC (subsidiary of
FTGIPL)
Foreign subsidiary
- 15 . Financial Technologies Singapore Pte Limited Foreign subsidiary
16. ICX Platform (Pty) Limited Foreign subsidiary
17. Knowledge Asset s Pvt. Limited Foreign subsidiary
18. Atom Technologies Limited (a subsidiary became an
associate with effect from 27 September 2019)
Associate

63 moons CFS LRR Q3 2019-20 Page 6 of 6