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63 Moons Technologies Ltd.

BSE: 526881 Sector: IT
NSE: 63MOONS ISIN Code: INE111B01023
BSE 00:00 | 16 Jul 70.60 -3.60






NSE 00:00 | 16 Jul 70.75 -3.45






OPEN 74.00
VOLUME 37487
52-Week high 166.00
52-Week low 53.80
P/E 3.32
Mkt Cap.(Rs cr) 325
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 74.00
CLOSE 74.20
VOLUME 37487
52-Week high 166.00
52-Week low 53.80
P/E 3.32
Mkt Cap.(Rs cr) 325
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

63 Moons Technologies Ltd. (63MOONS) - Director Report

Company director report


The Members

Your Directors present the Twenty Ninth Annual Report of your Company together with theAudited Statement of Accounts for the year ended March 31 2017.


Financial Results Standalone and Consolidated

The financial statements for the year ended 31st March 2017 are the first financialstatements of the Company prepared in accordance with the Generally Accepted AccountingPrinciples in India (Indian GAAP) to comply with the Indian Accounting Standards (Ind AS)notified under Section 133 of the Companies Act 2013 ("the 2013 Act") read withRule 4 of the Companies (Indian Accounting Standards) Rules 2015 and the relevantprovisions of the 2013 Act as applicable. The comparative figures for the previous yearhave been restated to conform to current period in accordance with the requirements of IndAS.

(Rs in lacs except per share data)

Standalone Consolidated
Current Year Previous Year Current Year Previous Year
Particulars 2016-17 2015-16 2016-17 2015-16
Total Income 42270.20 30014.84 49262.63 36609.01
Total Operating expenditure 25729.12 27606.47 37627.62 45478.29
EBITDA 16541.08 2408.37 11635.01 (8869.28)
Finance costs 2113.03 2020.48 2302.12 4290.70
Depreciation / amortization 2707.07 3993.75 3273.88 4101.23
Profit / (Loss) before exceptional item and tax 11720.98 (3605.86) 6059.01 (17261.21)
Exceptional Item (3080.92) 21081.68 - 60442.65
Profit / (Loss) before tax 8640.06 17475.82 6059.01 43181.44
Total tax expense 3732.14 10402.32 3763.64 10411.97
Profit after Tax / Net Profit for the year 4907.92 7073.50 2295.37 32769.47
Net minority interest in profit / (loss) of subsidiaries - - (16.07) 18.92
Profit after Tax / Net Profit for the year 4907.92 7073.50 2311.44 32750.55
Earnings per share
Basic 10.65 15.35 5.02 71.08
Diluted 10.65 15.35 5.02 71.08


Standalone Financials

• The total revenue from operations for the year ended March 31 2017 was atRs15006.16 lacs as compared to Rs 14133.03 lacs for the year ended March 31 2016.

• For the year under review your Company has reported profit before finance costdepreciation exceptional items and tax of Rs 16541.08 lacs compared to profit of Rs2408.37 lacs in the previous year. Profit before tax was Rs 8640.06 lacscompared to Profit of Rs 17475.82 lacs in the previous year mainly because of profit ofRs 21081.68 lacs under exceptional items in previous year.

• The net profit after tax (PAT) during the year of Rs 4907.92 lacs ascompared to profit of Rs 7073.50 lacs in the previous year.

Consolidated Financials

Pursuant to the provisions of the Section 136 of the Act the financial statements ofthe Company consolidated financial statements along with relevant documents and separateaudited accounts in respect of subsidiaries are available on the website of the Company.

The consolidated Net Profit for the year ended March 31 2017 was at Rs 2311.44 lacsagainst Rs 32750.55 lacs in the previous year ended March 31 2016. Shareholders' fundsas at the year ended March 31 2017 was at Rs 316658.52 lacs as against Rs314109.93 lacs as at March 31 2016.


As you are aware your Company is faced with certain legal challenges due to a paymentdefault crisis at one of its subsidiaries the National Spot Exchange Limited (NSEL). Atthe same time your Company is also countering all kinds of baseless and false allegationsto maintain its reputation and integrity. Your Company is also extending completecooperation to all investigative agencies with the sole purpose of unravelling the truthand supporting NSEL in taking all necessary steps to recover the default amount from the24 defaulters. Due to these legal challenges your company's business growth has beenconstrained.

Despite all these challenges your Company is gearing up for new-generation IP-driveninnovations by enabling 108 new digital disruptors across 12 target industry verticals. Itwas way back in 1998 that your Company launched the path-breaking brokerage softwareODIN a multi-exchange multi- segment front office trading and risk management systemthat enables seamless trading on multiple markets. ODIN soon emerged as the single largestplayer with a market share of over 80% pan India. Your Company has a proven track recordof generating a million jobs and enormous growth opportunities something it had done bycreating several Exchange technology solutions and building world class multi-assetExchanges. Your Company is confident of creating a million more jobs and buildingshareholder value by using innovation and innovative technology as its mainstay.

Technology Business & Outlook

1. Exchange Technology

The exchange technology business continues to support India's largest commodityexchange – Multi Commodity Exchange of India Ltd. (MCX) and Equity/Derivativesexchange Metropolitan Stock

Exchange of India Ltd. (MSEI - formerly popular as MCX-SX). Your company is provider ofmission critical technology solution to these exchanges. The growth of the exchangetechnology business is a function of growth of turnover value of these exchanges.

2. Brokerage Technology Solutions

Business has witnessed a challenging year in 2016-17 due to unfair environment from alegal perspective. The markets have appreciated a fair bit but margin pressure for thebrokerages has kept their technology spends subdued. We see great opportunities of growththrough some of the new products and services that are launched in this financial year.Mobility online solutions & artificial intelligence based products & serviceswill be key revenue drivers.

The outlook for the Brokerage Technology Solutions business has improved over the lastfew quarters and the Company expects business environment to improve further in the comingyears. With a buoyant economy and favorable policy environment Indian Capital markets arealready seeing evidence of strong growth possibilities in the coming years. Your Companyis progressing quite rapidly on creating newer products and services and is wellpositioned to take advantage of the growth in the capital markets through its BrokerageTechnology Solutions Business.

New Ventures

63 moons is sprinting towards its mission ‘Digital India @2025'. New VenturesHeroes of the FT 3.0 wing are applying various new age technologies for building robustand flexible technology framework with Human-centered innovation to create new quantumleap in technology. New Ventures - is Crafting an avant-garde technology framework withagile blocks for accelerating new possibilities with Technology transformation in fullswing and enabling ‘idea digitalization'. Further realizing speed to value vision FT3.0; "Technology partner of choice across industry segments".

Risk Solutions

During the year under review Business witnessed an average and a challenging year dueto the volatility of the market and decreasing margins for the banks. However there is anew ray of hope now visible in the area of end to end Treasury Risk Management &ancillary Risk based products.

The BFSI sector is undergoing a rapid transformation today. The changes in Digitalworld have a profound impact on financial institutions. Customers want to use digitalchannels as their primary means of interacting with financial institutions and expectcontinuous customer engagement which has forced BFSI service providers to look atalternate operating models. These fast changing trends create tremendous challenges forBanks to retain their market position and customer base We ‘Risk Solutions' caterand capture the trend changes that are floated by the financial regulators from time totime. The outlook for Risk Solutions business is improving and the Company expects thebusiness environment to improve in the ensuing years. With the upturn in the economy andfavorable policies Risk Solutions' vision by 2020 is to digitize end to end Riskmanagement functions.

• Core Banking System

• Automated Data Flow

• Risk Based Supervision

• Treasury

• Credit Risk

• Market Risk

• Operational Risk

• Asset Liability Management

• Loan Originating System

With over five years of experience in offering innovative solutions for Retail &Wholesale Banking and Financial Regulators 'Risk Solutions' through its flagship productsnamely 'DataCollector' & 'Riskalculator' helps in directing the wind of these changesin the right direction by providing immense opportunities for offering better productsservices and a superior customer experience.

New Vision

Your Company is looking forward to a new beginning as it gradually negates the impactof the NSEL crisis and awaits the truth to be unveiled so that it breaks free from theshackles that prevent its ascent to newer heights. Your Company's philosophy is‘innovation and innovative technology'. Now we are expanding our horizons by usingour core strength of innovation and technological expertise to build new businesses andcreate a million jobs yet again!

Your Company believes that with the right opportunity it can set newer milestoneswith its strength in innovation and technology in the emerging space of Digital India.Your Company intends to be a technology partner of 108 digital disruptors spread across 12industries in the country. The vision is clear-to be the leader of the evolving digitalecology that will eventually govern the future. Your Company is certain of witnessing thatday soon.

Legal matters

In the wake of the crisis at NSEL your Company has been made a party to severallitigations over the last three years. Further the Ministry of Corporate Affairs Govt.of India ("MCA") issued a final order dated February 12 2016 ("FinalOrder") for amalgamation of your Company with NSEL under section 396 of CompaniesAct 1956 and has also filed a petition inter alia under Section 397 of the Act with theNational Company Law Tribunal for removal and supersession of the Board. Your Company hasopposed the order for merger and has challenged the petition for removal and supersessionof the Board. The Hon'ble Bombay High Court has stayed the operation of the Final Order.

Further in a civil suit filed by L.J. Tanna Private Limited & Ors. your Companyhas been restrained from distributing any dividend amongst its Shareholders and/or pay anyremuneration at the increased rate to its Managing Director/Directors/Senior Employees.

The MCA has filed a Petition inter alia under the provisions of Sections 388B 397 398and 401 of the Companies Act 1956 before the erstwhile Company Law Board("CLB") being Company Petition No. 1 of 2015 ("Company Petition")seeking replacement of the current board of directors of the Company. Subsequent to thedissolution of the CLB and constitution of the National Company Law Tribunal("NCLT") the NCLT has vide its Order dated 25th June 2016 constituted aCommittee comprising 2 Independent Directors and the Managing Director of your CompanyOne Retired Judge of the Supreme Court of India and a Nominee of the Union of India whichhas powers to consider: (a) Sale of investments (b) Treasury operations (c) Funding ofworking capital requirements of your Company. On an application made by your Company theCompany Petition has been transferred to the Chennai Bench of the NCLT since the NCLTChennai Bench has the territorial jurisdiction over the matter as per the NCLT Rules. YourCompany continues to defend itself in various other litigations filed against it.

The Economic Offences Wing of the Mumbai Police ("EOW") had issued a Noticedated February 28 2015 to your Company inter alia restraining / restricting your Companyfrom dealing with its assets. The Hon'ble Bombay High Court vide its order dated June 122015 has granted a stay on the operation of the said letter. Further EOW vide its noticedated July 18 2016 secured the assets of your Company. The same was challenged by yourCompany before the Hon'ble Bombay High Court. The EOW in its a davit has stated that ithas no objection; if your Company utilizes the funds secured by its above said notice forincurring expenses necessary towards the running of its ordinary course of day-todaybusiness payment of salaries to its employees and payment of statutory dues. The said adavit has been recorded in the Order dated August 01 2016 of the Hon'ble Bombay HighCourt.

The Government of Maharashtra vide its Notification dated September 21 2016 hasattached certain properties of your company. Modulus USA filed a case against the Companyfor alleged infringement of its trademark. The Notice of Motion filed in the said suit wasdisposed off by a consent order dated October 7 2016. The Directorate of Enforcement hasattached properties to the tune of Rs 1350 Crores (approx.) vide provisional attachmentorders dated 14th September 2016 30th September 2016 and 31st January 2017 issued underthe Prevention of Money Laundering Act 2002 ("PMLA"). The adjudicationproceedings before the Adjudicating Authority under PMLA have been completed in respect ofthe provisional attachment orders dated 14th September 2016 30th September 2016 where inthe attachments have been confirmed.

The Company has filed appeals against these orders before the Appellate Tribunalestablished under PMLA. Vide interim orders dated 09.05.2017 and 12.05.2017 the partieshave been directed by the Appellate Tribunal to maintain status quo in respect of theattached properties till the next date of hearing. The adjudication proceedings in respectof provisional attachment order dated 31st January 2017 have been concluded and order hasbeen reserved by the Learned Adjudicating Authority PMLA.

Except as stated above no material changes and commitments have occurred after theclose of the financial year till the date of this Report which significantly affects thefinancial position of the Company.

Explanation to the Qualifications in Auditor Report

A. Audit Report on Standalone Financial Statements

The Management explanation for qualification made by the Statutory Auditors in theirIndependent Auditors Report dated May 26 2017 on the Standalone Financial Statements forthe year ended March 31 2017 is as under:

a) During the previous years civil suits have been filed against the Company inrelation to the event that occurred on the exchange platform of NSEL wherein the Companyhas been made a party. In these proceedings certain reliefs have been claimed against theCompany inter-alia on the ground that the Company is the holding company of NSEL. Thesematters are pending before the Hon'ble Bombay High Court for adjudication. The Company hasdenied all the claims and contentions in its reply. There is no privity of contractbetween the Company and the Plaintifis. The management is of the view that the parties whohave filed the Civil Suits would not be able to sustain any claim against the Company. Thematters are pending for hearing before the Hon'ble Bombay High Court. In 2016 one moreCivil Suit has been filed on similar grounds.

First Information Reports (FIRs) have been registered against various partiesincluding the Company with the Economic Offences Wing of the Mumbai Police (EOW) andCentral Bureau of Investigation (CBI) in connection with the events occurred on NSEL'strading platform. After investigation EOW Mumbai has presently filed 3 charge-sheets. Itis pertinent to note that till date no charge sheet has been filed against the Company byEOW. All investigations are presently pending. CBI has filed charge-sheet against theCompany for alleged loss caused to PEC on NSEL platform.

b) Vide order dated June 12 2015 of the Hon'ble Bombay High Court stay has beengranted on February 28 2015 letter of the EOW directing the Company inter-alia"not to dispose of alienate encumber part with possession of or create any thirdparty right title and/or interest in to upon or in respect of any of assets of theCompany its subsidiaries and its step down subsidiaries except for the payment ofstatutory dues amounts for the preservation maintenance and protection of their assetsand wages and salaries under intimation to the Investigating agency and in the case ofimmovable properties without the orders of the trial Court" on the condition thatthe Company shall deposit Rs 84 crs from the sale proceeds of IEX within four weeks fromcompletion of sale of IEX. Accordingly the Company has deposited Rs 84 crs withthe Registrar Criminal Appellate Side High Court Bombay. The matter is still pendingbefore Hon'ble Bombay High Court.

c) On 18th July 2016 the Company received a notice from the EOW Mumbai inter aliadirecting the Company not to dispose of alienate encumber part with possession of orcreate any third party right title and/or interest in to upon or in respect of any ofthe assets of the Company without permission of Hon'ble Designated Court under MPID ActMumbai. This letter has been challenged by the Company in a Writ Petition before theBombay High Court and the same is pending for hearing. By virtue of an A davit filed bythe EOW in the matter the Company is not prohibited from incurring day to day expenses.The Government of Maharashtra vide its Notification dated 21st September 2016 notifiedthe attachments of certain assets of the Company.

The Company has filed on 16th January 2017 a Writ Petition before the Bombay HighCourt challenging inter alia the notification attaching the assets of the Company underthe provisions of the Maharashtra Protection of Interest of Depositors Act. The matter ispending.

d) EOW issued a letter dated 31st January 2017 to NSDL directing it not to dispose ofalienate encumber part with possession of or create any third party right title and /or interest in to upon or in respect of any assets mentioned in the letter dated 31stJanuary 2017 of the Company without the permission of the Hon'ble Designated Court underthe MPID Act Mumbai. The Company challenged the letter dated 31st January 2017 beforethe Hon'ble Bombay High Court inter alia on the ground that the EOW did not have thepower to do so. The Hon'ble Court has been pleased to stay the same. The next date in thematter is 23rd March 2018 as per the court website.

e) The Company's certain assets have been attached by the Enforcement Directorate underthe provisions of the Prevention of Money Laundering Act 2002. The ProvisionalAttachments Orders have been confirmed by the Adjudicating Authority. The Company hasfiled Appeals challenging the confirmation orders passed by the Adjudicating Authoritybefore the Hon'ble Appellate Tribunal. The Hon'ble Appellate Tribunal has granted statusquo on orders passed by the Adjudicating Authority.

Additional assets of the Company have been attached by the Enforcement Directorateunder the provisions of the Prevention of Money Laundering Act 2002. The matter ispending.

B. Audit Report on Consolidated Financial Statements

The Management explanation for qualifications made by the Statutory Auditors in theirIndependent Auditors Reports dated May 26 2017 on the Consolidated Financial Statementsfor the year ended March 31 2017 are as under:

1. With respect to item no. 1 which pertains to the Company refer paragraph (A) above.

2. With respect to item no. 2 which are pertaining to the qualifications made by theStatutory Auditors of a subsidiary viz National Spot Exchange Limited (NSEL) in theirIndependent Auditors Report on NSEL's Consolidated Financial Statements for the year endedMarch 31 2017 which has been reproduced by the Statutory

Auditors of the Company (63moons) in their Independent Auditors Report (AuditorsReport) dated May 26 2017 on the Consolidated Financial Statements for the year endedMarch 31 2017 the explanation given by the management of NSEL and its subsidiary"Indian Bullion Market Association Limited" (IBMA) are as under:("Company" in the qualifications below refer to NSEL or IBMA as the case maybe)

i) With respect to qualification 2(a) in Auditors Report explanation of NSEL'sManagement are as under:

Investigating agencies are investigating genuineness of the warehouse receipts issuedby the Exchange as well as the frauds perpetrated by the erstwhile senior o cials of theExchange. The Government by Gazette Notification SO 2529(E) dated 19 September 2014 haswithdrawn the Gazette Notification SO 906(E) dated 5 June 2007 (by which NSEL was grantedexemption u/s. 27 of the FCR Act 1952 for trading of forward contracts of one dayduration) with immediate effect and consequently the notification SO 228(E) dated 6February 2012 and notification SO 2406(E) dated 6 August 2013 ceased to be in forcew.e.f. 19 Sep 2014 as informed to NSEL by the FMC vide letter dated 5 November 2014. Asthe reply to the said SCN has been given and actions if any required due to SCN has beentaken including withdrawal of the exemption itself NSEL do not foresee any furtherconsequences on the SCN. Further neither FMC nor MCrA has held NSEL guilty of havingviolated any of the conditions of the exemption notification dated 5 June 2007 which wasthe subject matter of the SCN. All contracts traded on the Exchange platform were properand in consonance with applicable laws exemption notifications and there were noviolations in this regard. NSEL had obtained a legal opinion on the legality of thecontracts traded by the members on the Exchange platform. NSEL is taking all steps todefend its position however since all matters are sub judice NSEL is unable to quantifythe impact if any of such legal proceedings on the financial statement of NSEL.

ii) With respect to qualification 2(b) in Auditors Report explanation of NSEL'sManagement is as under:

Majority in value of the trade and other receivables loans and advances etc. areconfirmed and such confirmations are available on record. Some confirmations were receivedfrom debtors which were not in agreement with the balances shown in the books ofaccounts. Reconciliation process has been undertaken for such accounts and completed. Thedifferences between account balances were communicated to debtors but they have not agreedwith the reconciliation hence the company has initiated process for legal cases forrecovery of the amount where amount recoverable is above Rs 5.00 lacs. Managementis still contemplating for legal action for the matter (case wise) below Rs 5.00 lacs.

iii) With respect to qualification 2(c) in Auditors Report explanation of NSEL'sManagement is as under:

The IBMA Board came to know about the relationship between Mr. Anjani Sinha and MD ofM/s SNP Design Pvt. ltd (SNP) as his wife only after the forensic audit completed by GrantThornton India LLP. IBMA has initiated legal action towards recovery of amount in thecurrent financial year. Although a provision of 75% of the outstanding amount is made inthe previous years however since the management is hopeful of recovery no furtherprovision is made in the current financial year. iv) With respect to qualification 2(d)in Auditors Report explanation of NSEL's Management is as under:

IBMA has taken steps towards recovery of the unrealised outstanding debtors andreceivables. During current financial year 2016-17 IBMA has made the provision fordoubtful debts (Excluding Other Receivable) of Rs 45.96 lacs debtors other than SNP andHarley Carmbel Pvt. Ltd. (Harley) which is Rs 2008.79 lacs. With regard to the SNPIBMA has initiated legal action. For Harley IBMA has initiated arbitration processtowards recovery and the matter is currently sub-judice. Further IBMA Management ishopeful of recovering the amount due from SNP and Harley hence in the current year noprovision in respect of amount due from them is made.

3. With respect to item no. 3 which is pertaining to the qualifications made by theStatutory Auditors of a subsidiary FT Group Investments Private Limited (‘FTGIPL')vide their audit report on the consolidated financial statement of FTGIPL for the yearended March 31 2017 which has been reproduced by the Statutory Auditors of the Company intheir Independent Auditors Report (Auditors Report) dated May 26 2017 on the

Consolidated Financial Statements for the year ended March 31 2016 FTGIPL had enteredinto negotiation with a potential buyer to acquire it's stake in BAL and appropriateadjustment will be carried out on completion.


Your Directors have recommended a dividend of Rs 2/- per share i.e. 100% on the facevalue of Rs 2/- per share for the F.Y. 2016-17. The distribution of said dividend shall besubject to the approval of shareholders at the forthcoming Annual General Meeting andappropriate judicial orders.

Further the final dividend of Rs 5/- per share for the FY 2014-15 approved bythe shareholders at the Annual General Meeting held on September 30 2015 could not bepaid as the Hon'ble Bombay High Court vide its order dated September 30 2015 in Notice ofMotion no. 1490 of 2015 in Suit no. 121 of 2014 – L.J. Tanna Shares & SecuritiesPvt. Ltd. and Ors. Vs. Financial Technologies (India) Limited inter-alia directed thatpending hearing and final disposal of Notice of Motion "FTIL shall not distribute anydividend amongst its shareholders and shall also not deposit any amount in compliance withSection 123 sub-clause (iv) of the Companies Act 1956" (to be read as CompaniesAct 2013). Prior to the above mentioned High Court order your Company has paidconsecutive dividends for the past 38 quarters which is in accordance with the sustainabledividend payout policy of the Company and linked to its long term growth objectives.


Your Company does not propose to transfer any sum to General Reserve for the year underreview.


There was no change in the Share Capital of the Company during the year under review.As on March 31 2017 the paid-up equity Share Capital of your Company stood at Rs 921.57lacs comprising of 46078537 equity shares of Rs 2/- each. During the year under reviewthe Company has not issued any shares with differential voting rights nor has it grantedany Stock Option or Sweat Equity.


Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(‘Listing Regulations') is presented in a separate section forming part of thisAnnual Report.


Pursuant to the provisions of Section 129(3) of the Companies Act 2013("Act") a statement containing salient features of the financial statements ofCompany's subsidiaries associate companies and joint ventures is given in Form AOC-1 as Annexure- I and the same forms part of this report. The statement also provides the details ofhighlights of performance of subsidiaries associates and joint venture company and theircontribution to the overall performance of the Company. The financial statements of eachof the subsidiary may also be accessed on the website of the Company documents will also be available for inspection on all working days i.e. exceptSaturdays Sundays and Public Holidays at the Registered Office of the Company till thedate of AGM. The Policy for determining material subsidiaries as approved by the Board maybe accessed on the Company's website at the link:


The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The report on CorporateGovernance as stipulated by Regulation 34(3) read with Schedule V of the ListingRegulations 2015 is annexed hereto and forms part of this Annual Report. A Certificatefrom the Auditors of the Company confirming compliance with Corporate Governance norms isannexed to the report on Corporate Governance.


The Business Responsibility Reporting as required under Regulation 34 of ListingRegulations is not applicable to your Company for the financial year ended March 31 2017.


In line with the requirements of the Companies Act 2013 and Listing Regulations yourCompany has formulated a Policy on Related Party Transactions which is available onCompany's website at ThePolicy is to ensure that proper reporting approval and disclosure processes are in placefor all transactions between the Company and Related Parties.

All arrangements / transactions entered by your Company with its related partiesduring the year were in ordinary course of business and on an arm's length basis. Duringthe year your Company did not enter into any arrangement / transaction with relatedparties which could be considered material in accordance with Companies Act and ListingRegulations. All transactions with related parties were reviewed and approved by the AuditCommittee. Prior omnibus approvals are granted by the Audit Committee for related partytransactions which are of repetitive nature entered in the ordinary course of businessand are on arm's length basis in accordance with the provisions of the Act read with theRules issued thereunder and the Listing Regulations. The details of the transactions withrelated parties are provided in the accompanying financial statements.


The Corporate Social Responsibility Committee has formulated and recommended to theBoard a Corporate Social Responsibility Policy (CSR Policy) indicating the activities tobe undertaken by the Company which has been approved by the Board.

The Company has identified the areas for CSR activities which are in accordance withSchedule VII of the Act some of which are highlighted as under:

• Health and social welfare

• Education

• Environmental Sustainability

• Rural Transformation

The Report on CSR activities as required under Companies (Corporate SocialResponsibility Policy) Rules 2014 is set out as Annexure - II and the same formspart of this report. The policy is available on the website of the company at the corporategovernance/policies/csr-policy.pdf


The Board of the Company has formed a Risk Management Committee to monitor the riskmanagement policy for the Company. The risk management system monitors and identifiesrisks which are related to the business and overall internal control systems of theCompany. The Audit Committee has oversight responsibility in the areas of financial risksand controls. The risk management committee is responsible for reviewing the riskmanagement policy and ensuring its effectiveness.

The Audit Committee and the Board has also noted the risk prevailing in respect of whatis stated in the para relating to legal matters above effecting the business of theCompany.


Your Company has internal financial control systems which are commensurate with itssize and the nature of its operations. The Internal control system is improved andmodified on an on-going basis to meet the changes in business conditions accounting andstatutory requirements. Internal Audit plays a key role to ensure that all assets aresafeguarded and protected and that the transactions are authorized recorded and reportedproperly. The Internal Auditors independently evaluate the adequacy of internal controls.The findings and recommendations of the Internal Auditors are reviewed by the AuditCommittee and followed up till implementation wherever feasible. Further as perrequirement of clause (i) of sub-section (3) of section 143 of the Companies Act 2013('the Act') the statutory auditors have reported on the internal financial controls andopined that the Company has in all material respects an adequate internal financialcontrols system over financial reporting and such internal financial controls overfinancial reporting were operating effectively as at March 31 2017.


During the year under review Justice Deepak Verma (Retd. Judge Supreme Court of India)(DIN: 07489985) and Mrs. Chitkala Zutshi (Retd. IAS) (DIN: 07684586) were appointed asAdditional (Non-Executive) Directors w.e.f. December 21 2016. Thereafter Justice DeepakVerma (Retd.) and Mrs. Chitkala Zutshi were appointed by the members through Postal Ballotas Independent Directors not liable to retire by rotation for a period of five yearsw.e.f March 08 2017. The following Directors ceased to be the member of the Board:

1. Mr. Anil Singhvi (DIN: 00239589) as Non-Executive Director w.e.f. October 03 2016

2. Ms. Nisha Dutt (DIN: 06465957) as Independent Director w.e.f. December 20 2016

3. Mr. Miten Mehta (DIN: 06749055) as Non-Executive Director w.e.f. December 20 2016

4. Mr. Prashant Desai (DIN: 01578418) as Managing Director and CEO w.e.f. February 092017

5. Mr. Berjis Desai (DIN: 00153675) as Non-Executive Director w.e.f. May 26 2017

6. Mr. Jigish Sonagara (DIN: 07024688) as Whole-time Director w.e.f. December 20 2016and as Non-Executive Director w.e.f. August 10 2017 Your Directors place on record theirappreciation for the valuable advice and guidance provided by the above Directors duringtheir tenure with the Company.

Mr. Suresh Salvi (Retd. IAS) (DIN: 07636298) who was appointed as Director(Non-Executive – Non-Independent) in casual vacancy (in place of Mr. Anil Singhvi)w.e.f. October 14 2016 holds office only upto the date which the original Director Mr.Anil Singhvi would have held office if he had not been vacated. Consequently Mr. SureshSalvi holds office till the ensuing Annual Gerneral Meeting of the Company the date tillwhich the original Director Mr. Anil Singhvi would have held the office and is eligiblefor reappointment as Non-Executive Director liable to retire by rotation. In addition theBoard on recommendation of the Nomination and Remuneration Committeee have recommended tothe Members the appointment of Mr. Kanekal Chandrasekhar (DIN: 06861358) as a Directorliable to retire by rotation. The Company has received notices from Members under Section160 of the Act alongwith requisite deposit proposing appointment of Mr. Suresh Salvi(Retd. IAS) (DIN: 07636298) and Mr. Kanekal Chandrasekhar (DIN: 06861358) as Directors asdetailed in the AGM Notice. Mr. S. Rajendran (DIN: 02686150) ceased as an IndependentDirector of the Company w.e.f. February 09 2017. Further he was appointed as ManagingDirector and CEO of the Company for a period of 3 years w.e.f. February 10 2017. Mr.Devendra Agrawal (DIN: 03579332) Chief Financial Officer of the Company was appointed asWhole-time Director & CFO of the Company w.e.f May 27 2017 for a period of threeyears. The Company has an on-going Postal Ballot as approved by the Board of Directors onJuly 12 2017 under which approval of shareholders is sought inter-alia for theappointment of Mr. S. Rajendran (DIN: 02686150) as Managing Director & CEO and Mr.Devendra Agrawal (DIN: 03579332) as Whole-time Director & CFO. The results of the sameshall be announced on August 23 2017.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as laid down under Section 149(6)of the Act and Regulation 16(1)(b) of the Listing Regulations.

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. Sunil Shah (DIN: 02569359) Director retires byrotation at the forthcoming Annual General Meeting and being eligible offers himself forreappointment. The Board recommend his re-appointment for the consideration of the Membersof the Company at the ensuing Annual General Meeting. The other Directors continue to beon the Board of your Company.

Pursuant to the provisions of section 203 of the Act the Key Managerial Personnel ofthe Company are –

1. Mr. S. Rajendran Managing Director and Chief Executive Officer (appointed w.e.f.February 10 2017)

2. Mr. Rajendra Mehta Whole-time Director

3. Mr. Devendra Agrawal Whole-time Director and Chief Financial Officer (appointed asWhole-time Director w.e.f. May 27 2017)and

4. Mr. Hariraj Chouhan Company Secretary.

Further Jigish Sonagara Whole-time Director and Mr. Prashant Desai Managing Directorand CEO ceased to be Key Managerial Personnel of the Company w.e.f. December 20 2016 andFebruary 09 2017 respectively.


Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations aprocess has been devised for evaluation of Board Committees and Directors taking intoconsideration the various aspects of the Board's functioning execution and performance ofspecific duties obligations and governance. The performance of the Board and IndependentDirectors was evaluated by the Board after seeking inputs from all the Directors. Thecriteria for performance evaluation of the Board included aspects such as Boardcomposition and structure effectiveness of Board processes contribution in treasury andrisk management legal challenges faced by the Company general corporate goverancestrategic planning etc. The performance of the Committees was evaluated by the Board afterseeking inputs from the committee members. The criteria for performance evaluation of theCommittees included aspects such as composition of committees effectiveness of committeemeetings etc.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking inputs from Executive Directors and Non-Executive Directors. On reviewof Board as a whole members expressed satisfaction on the diversity of experience agegroup and induction process of new members and competency of directors. Members placedon record the appreciation in circulation of agenda recording of minutes of meeting andthe frequency of meetings. The members expressed appreciation on functioning of Auditcommittee NRC CSR Stake holders committee as observed from the minutes of those meetingplaced for noting in the Board.


The Board of Directors of the Company met ten times during the financial year. Thedetails of Board Meetings are provided in the Corporate Governance Report which formspart of this Annual Report.


The Audit Committee comprises of 4 (four) members three of whom are IndependentDirectors namely Mr. Venkat Chary Justice R. J. Kochar (Retd.) Mr. A. Nagarajan and Mr.Suresh Salvi Non-Executive Director. During the year 7 (seven) Audit Committee meetingswere held and the details of which are provided in the Corporate Governance Report whichforms part of this Annual Report.


Details of loans guarantees and investments have been disclosed in the FinancialStatements.


The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided in Annexure- III and the same forms part of this Report.


Extract of Annual return of the Company in form MGT-9 is annexed herewith as Annexure- IV and the same forms part of this Report.


In terms of the provisions of Section 197 (12) of the Act read with Rules 5(1) 5(2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 and the Companies (Appointment and Remuneration of Managerial Personnel) AmendmentRules 2016 disclosures pertaining to remuneration and other details and a statementshowing the names and other particulars of the top ten employees in terms of remunerationdrawn and employees drawing remuneration in excess of the limits set out in the said Rulesare given in Annexure - V and the same forms part of this report.


The Company has a whistle blower policy to report genuine concerns or grievances. TheWhistle Blower Policy has been posted on the website of the Company at the corporategovernance/policies/whistle-blower-policy.pdf


The Board of Directors has framed a policy for selection and appointment of Directorsincluding determining qualifications independence of a Director Key ManagerialPersonnel Senior Management Personnel and their remuneration as part of its charter andother matters provided under Section 178 (3) of the Act. The details of the policy areprovided in the Corporate Governance Report which forms part of this Annual Report.


During the FY 2016-17 the Company has not received any complaints on sexual harassmentand hence no complaints remain pending as of March 31 2017.


Except as stated in the para relating to legal matters mentioned above there are noother significant or material orders passed by the Regulators or Courts or Tribunals whichimpact the going concern status and Company's operations in future. The details oflitigation including tax matters are disclosed in the notes to the Financial Statementswhich forms part of this Annual Report.


Pursuant to Section 134(5) of the Act the Board of Directors to the best of theirknowledge and ability confirm that:

a. in the preparation of the annual accounts the applicable accounting standards havebeen followed alongwith proper explanation relating to material departures;

b. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;

c. the Directors have taken proper and sufficient care to maintain adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

d. the Directors have prepared the annual accounts on a going concern basis. e. theDirectors have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and are operating effectively; and f. theDirectors have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.


The Nomination & Remuneration Committee of the Board of Directors of the Companyinter-alia administers and monitors the Employees Stock Option Plan of the Company inaccordance with the applicable SEBI Guidelines.

The applicable disclosures as required under SEBI Guidelines as on March 31 2017 withregards to the Employees Stock Option Plan and as per the Act are given in Annexure– VI and the same forms part of this report.

The Company has received a certificate from the Auditors of the Company that the ESOPSchemes have been implemented in accordance with the SEBI Guidelines and the resolutionpassed by the members. The certificate would be placed at the Annual General Meeting forinspection by members.


Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderM/s. Sharp & Tannan Associates Chartered Accountants Mumbai (Regn. No. 109983W) wereappointed as the Statutory Auditors of the Company at the Annual General Meeting (AGM)held on September 23 2014 for a period of five years subject to rati cation of theirappointment at every AGM. The Company has received a confirmation from M/s. Sharp &Tannan Associates to the effect that their appointment if rati ed at the ensuing AGMwould be in terms of Sections 139 and 141 of the Act and rules made thereunder. The Boardrecommends rati cation of appointment of M/s. Sharp & Tannan Associates.


There have been no instances of fraud reported by Auditors pursuant to Section 143(12)of the Companies Act 2013.


Pursuant to the provisions of Section 204 of the Act the Board has appointed M/s BNP& Associates Practising Company Secretaries to conduct Secretarial Audit for thefinancial year 2016-17. The Secretarial Audit Report for the financial year ended March31 2017 is annexed herewith marked as Annexure - VII and the same forms part ofthis report. The Secretarial Auditors' report does not contain any qualificationsreservations or adverse remarks except one observation as under: The Company had changedits name from Financial Technologies (India) Limited to 63 moons technologies limitedduring the year for which necessary approval had been received from MCA as well as theStock

Exchange. In this regard the Company had received a Notice from Securities andExchange Board of India (SEBI) dated February 01 2017 alleging that the Company had notcomplied with Regulation 45(3) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 while effecting the namechange. The Company has filed its reply with SEBI.

Management Response:

Though both the Stock Exchanges (BSE & NSE) effected the change in name of theCompany to 63 moons technologies limited (formerly Financial Technologies (India) Limited)and the relevant scrip code has been changed to 63 moons on January 13 2017 SEBI issueda Notice dated February 01 2017 to inquire and adjudge under the provisions of Section15HB of the SEBI Act for possible violation of provision of Regulation 45(3) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and the same has beenappropriately responded and is pending before the Adjudicating Officer.


Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

• Details relating to deposits covered under Chapter V of the Act.

• Issue of equity shares with differential voting rights as to dividend voting orotherwise.

• Neither the Managing Director nor the Whole-time Directors of the Companyreceive any remuneration or commission from any of its subsidiaries.


63 moons technologies limited (63 moons) is an equal opportunity employer which ensuresno discrimination at the workplace. The Company remains committed to its employees whileappreciating the contribution of employees in the collective growth. 63 moons believes inexcelling towards great place to work whereby employees can have freedom to ideate towardsits core philosophy of entrepreneurship and innovation. As of March 31 2017 your Companyhad employee strength of 847. 63 moons values teamwork honesty dedication commitmentand responsibility shouldered by its employees. The Company strongly believes in an opencommunication policy. In order to ensure this the HR

Department has an open door system where employees can walk-in anytime into the HR bayduring office hours for any assistance. The Company also has a confidential email facilityto address specific issues of the employees and each of the query has a turnaroundresolution. The HR team is conditioned to be always alert and available for any helpsought by the employees. HR Department has begun various cross functional communicationchannels such as Departmental Meets HOD meets HR HOURS - Co ee with HR Social MediaSessions. HR Galaxy (on Intranet) is used a communication feed providing the variedsubject knowledge. All our HR systems and processes are fully automated to ensure thatrequired information is available anytime.

63 moons have arranged a team of Doctors like Physician and others like NutritionistDietician and a psychological counselor every week to interact with our employees.Employees are encouraged to visit these doctors for understanding their health and mind inbetter manner. These initiatives have not only helped HR to connect with the employeesbetter but have also brought in a sense of general wellbeing and happiness at ourworkplace. 63 moons is always one step ahead when it comes to conducting employee connectevents for a social cause; events like World's Environment Day Tree Plantation drivePinkathon (female marathon race) Blood donation etc. 63 moons also conduct fun activitieswhere employee participation is to the maximum level events like Women's Day CelebrationIndependence Day Stepathlon (100 day race) Children's Day Employee Talent Show and NewYear celebrations. Every employee of 63 moons is welcome to be part of these employeeconnect activities.

63 moons continues to trust the ability and quality of its Human Resources and hasalready started working on the next phase of the Company's growth. 63 moons treats itsemployees as integral partners of the organization's growth story and groomed them to meetthe business requirements.

As the organization charts new horizons and revises its business strategy for growthin changing circumstances the employees are adequately equipped with training and suchother programmes so that they meet the challenges positively and with an attitude toachieve higher goals in their professional lives.

During the year under review cordial relationship has been maintained with all theemployees and due to the employee friendly HR policies of the Company retention ofemployees was successfully achieved by HR.


Your Directors place on record their gratitude to the Central Government StateGovernment clients vendors financial institutions bankers and business associates forthe assistance and co-operation extended to your Company. Your Directors also wish toplace on record their appreciation for the continued support of investors businessassociates and the contribution made by the employees at all levels.

For and on behalf of the Board of Directors
Venkat Chary S. Rajendran
Place : Mumbai Chairman Managing Director & CEO
Date : August 10 2017 DIN: 00273036 DIN: 02686150


Form AOC-I

(Pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013read with rule 5 of Companies (Accounts) Rules 2014 and Companies (Accounts) AmendmentRules 2016) Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures Part "A": Subsidiaries

(Rs lacs)
Name of the Subsidiary (includes step down subsidiaries) company Date since when subsidiary was acquired Reporting Currency Exchange Rate as at March 31 2017 Share Capital Reserves & Surplus Total Assets Total Liabilities Details of i nvest - ment Turnover Profit / (Loss) before taxation Provision for taxa- tion Profit / (Loss) after taxation Proposed dividend % of share- holding Country
1 IBS Forex Limited (IBS) 01-03-05 INR - 700.00 (25.99) 697.26 23.25 612.34 - 51.83 15.47 36.36 - 86.29% India
2 Riskraft Consulting Limited (Riskraft) 28-11-05 INR - 700.00 (628.23) 72.09 0.32 69.70 - 5.56 1.21 4.35 - 100.00% India
3 Atom Technologies Limited (atom) 13-10-05 INR - 5183.64 (3296.25) 3989.89 2102.50 603.79 4789.08 (510.63) 0.38 (511.01) - 95.88% India
4 Adyna Solutions Pvt.Ltd. Subsidiary of atom 09-05-16 INR - 1.00 (8.45) 0.11 7.56 - - (7.53) - (7.53) - 100.00% India
5 TickerPlant Limited (TickerPlant) 04-02-05 INR - 3691.42 (3850.74) 1205.38 1364.70 - 1930.17 (842.91) - (842.91) - 100.00% India
6 FT Knowledge Management Company Limited (FTKMCL) 07-09-07 INR - 375.00 (290.43) 85.33 0.76 37.06 - 0.31 0.10 0.21 - 100.00% India
7 National Spot Exchange Limited (NSEL) 30-09-05 INR - 13975.00 (11931.82) 40912.54 38869.37 871.52 - (2463.99) - (2463.99) - 99.99% India
8 Indian Bullion Market Association Limited (IBMA) Subsidiary of NSEL 15-06-07 INR - 1453.89 (8058.06) 4693.78 11297.94 0.46 376.12 (409.80) - (409.80) - 60.88% India
9 Westernghats Agro Growers Company Limited (WGAGL) Subsidiary of NSEL 05-09-12 INR - 5.00 (35.91) 3.38 34.29 - - (2.24) - (2.24) - 84.00% India
10 Farmer Agricultural Integrated Development Alliance Ltd (FAIDA) Subsidiary of NSEL 01-08-12 INR - 10.00 (10.85) 6.25 7.09 1.64 - (2.96) - (2.96) - 100.00% India
11 Global Payment Networks Limited (GPNL) 05-03-07 INR - 100.00 38.88 144.40 5.51 139.48 - 11.92 3.74 8.18 - 100.00% India
12 Credit Market Services Limited (CMSL) 23-05-08 INR - 525.00 (536.59) 14.41 26.00 - - (2.17) 0.69 (2.85) - 99.99% India
13 Financial Technologies Communications Limited (FTCL) 13-03-07 INR - 5.00 336.08 356.55 15.47 302.58 190.79 5.17 4.94 0.23 - 100.00% India
14 FT Projects Limited. (FTPL) 18-05-10 INR - 5.00 2990.25 3000.00 4.75 - - (1.34) - (1.34) - 100.00% India
15 Apian Finance & Investment Limited (Apian) 25-04-08 INR - 431.44 240.38 1180.82 509.01 392.25 80.43 67.55 4.97 62.58 - 100.00% India
16 Financial Technologies Singapore Pte Limited (FTSPL) 15-04-09 USD 64.84 53390.33 (32364.52) 21038.53 12.72 - - 126.10 (139.35) 265.45 - 100.00% Singapore
17 Knowledge Assets Pvt. Ltd. (KAPL) 29-03-07 USD 64.84 6.49 (67.89) 4.51 65.91 - - (7.92) - (7.92) - 100.00% Mauritius
18 ICX Platform (Pty) Limited (ICX) 07-04-08 ZAR 4.82 - (122.87) 0.22 123.09 - - (4.73) - (4.73) - 100.00% South
19 FT Group Investments 29-03-07 USD 64.84 80438.77 (129176.59) 6493.71 55231.52 - - (3359.27) - (3359.27) - 100.00% Mauritius
Pvt. Ltd. (FTGIPL)
20 Bahrain Financial Exchange BSC (c ) (BFX)* Subsidiary of FTGIPL 27-08-08 BHD 171.76 908.70 (853.54) 517.90 462.41 - - (853.62) - (853.62) - 100.00% Kingdom
of Bahrain
21 Bourse Africa Limited Subsidiary 18-12-06 USD 64.84 46683.79 (48275.45) 881.02 2472.68 - - (1388.91) - (1388.91) - 100.00% Mauritius
22 Bourse Africa Clear Subsidiary 14-02-13 USD 64.84 330.88 (72.25) 313.95 55.33 - - (13.64) - (13.64) - 100.00% Mauritius
Limited (BACL) of BAL
23 Financial Technologies Subsidiary 01-08-05 AED 17.65 11651.18 (13173.68) 245.29 390.68 - 170.67 (107.71) - (107.71) - 100.00% U.A.E
Middle East DMCC of FTGIPL

Bourse Africa (Botswana) Limited (BABL) (subsidiary of FTGIPL) and Bourse South AfricaLimited South Africa (Subsidiary of BABL) are under liquidation.

*Figures disclosed based on the Consolidated Financial Statements of Bahrain FinancialExchange BSC (c) and its subsidiary BFX Clearing & Depository Corporation BSC(c)


Indian rupee equivalents of the figures in foreign currencies in the accounts of thesubsidiary companies are based on the exchange rates as on March 31 2017.

Statement purasuant to section 129(3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures

Part "B": Joint-Venture

Name of Joint Venture Not Applicable
1. Latest audited Balance Sheet Date -
2. Date on which the Joint Venture was associated or acquired -
3. Shares of Joint Ventures held by the company on the year end -
No. -
Amount of Investment in Joint Venture -
Extend of Holding % -
4. Description of how there is significant influence -
5. Reason why the joint venture is not consolidated -
6. Networth attributable to Shareholding as per latest audited Balance Sheet -
7. Profit / Loss for the year -
i. Considered in Consolidation -
ii. Not Considered in Consolidation -


For and on behalf of the Board of Directors
Venkat Chary S. Rajendran
Place : Mumbai Chairman Managing Director & CEO
Date : August 10 2017 DIN: 00273036 DIN: 02686150