Your Directors present the Thirty-third Annual Report of your Company together with theAudited Financial Statements for the year ended March 31 2021.
Financial Results Standalone and Consolidated
The financial statements for the year ended 31st March 2021 has been prepared inaccordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of theCompanies Act 2013 ("the 2013 Act") read with the Companies (Indian AccountingStandards) Rules 2015 and the relevant provisions of the 2013 Act as applicable.
(_ in lakhs except per share data)
| || |
|Particulars ||Current Year 2020-21 ||Previous Year 2019-20 ||Current Year 2020-21 ||Previous Year 2019-20 |
|Total Income ||23076.88 ||26098.81 ||25160.09 ||33924.49 |
|Total Operating expenditure ||20150.02 ||24770.68 ||24384.87 ||36148.55 |
|EBITDA ||2926.86 ||1328.13 ||775.22 ||(2224.06) |
|Finance costs ||42.26 ||39.35 ||52.55 ||77.11 |
|Depreciation / amortization ||1843.08 ||2246.36 ||1901.16 ||2495.94 |
|Profit / (Loss) before exceptional item and tax ||1041.52 ||(957.58) ||(1178.49) ||(4797.11) |
|Exceptional Item ||(6463.36) ||(10291.12) ||(5000.00) ||803.19 |
|Profit / (Loss) before tax ||(5421.84) ||(11248.70) ||(6178.49) ||(3993.92) |
|Provision for taxation ||241.11 ||585.11 ||190.27 ||682.64 |
|Profit after Tax / Net Profit for the year ||(5662.95) ||(11833.81) ||(6368.76) ||(4676.56) |
|Add: Net share of profit / (Loss) of associates ||0.00 ||0.00 ||27.53 ||71.49 |
|Add: Net minority interest in profit of subsidiaries ||0.00 ||0.00 ||3.21 ||(2.00) |
|Profit after Tax / Net Profit for the year ||(5662.95) ||(11833.81) ||(6344.44) ||(4603.07) |
|Earnings per share || || || || |
|Basic ||(12.29) ||(25.68) ||(13.77) ||(9.99) |
|Diluted ||(12.29) ||(25.68) ||(13.77) ||(9.99) |
RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS
The total revenue from operations for the year ended March 31 2021 was at _14408.15lakhs as compared to _ 13873.42 lakhs for the year ended March 31 2020.
For the year under review your Company has reported profit before finance costdepreciation exceptional items and tax of _ 2926.86 lakhs compared to profit of _1328.13 lakhs in the previous year. Loss before tax was _ 5421.84 lakhs compared to Lossof _ 11248.70 lakhs in the previous year.
The net Loss after tax was _ 5662.95 lakhs as compared to loss of _ 11833.81 lakhs inthe previous year.
The consolidated Net Loss for the year ended March 31 2021 was at _ 6344.44 lakhs asagainst _ 4603.07 lakhs in the previous year ended March 31 2020. Shareholders' funds asat the year ended March 31 2021 was at
_ 305504.81 lakhs as against _ 313279.59 lakhs as at March 31 2020. Shareholders'fund includes non controlling interest of _ 0.08 lakhs as compared to _ 119.05lakhs in previous year.
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 Company continues to carry out activities as stated in the main object clause of itsMemorandum of Association as there has been no change in the nature of its business.
BUSINESS OVERVIEW: FISCAL YEAR 2020-21
Your Company with a proven track record of creating IT-driven innovations andbuilding world class institutions over the last two decades has been instrumental inmaking sure that the financial markets in India continue to operate uninterrupted andseamlessly without a single glitch. During the year 2020-21 your Company has incorporatedseveral enhancements to its range of product offerings. These enhanced features would helpour range of solutions go a long way in creating a niche in the arena of Brokerage TradingSolutions and retain its leadership position in the market. With these innovative measuresin the entire range of products / solutions your Company is confident to retain itsleadership position in the market.
Due to economic slowdown and liquidity crisis faced by the NBFC / HFC and in a majorbank as well as reduction in inflationary pressures RBI has been reducing Bench markinterest rate periodically resulting in reduced yield on the investment portfolio of theCompany. In view of attachment of major investments company is not able to undertakeactive treasury management to enhance the return. Due to NBFC / HFC crisis some of theinvestments have turned to non-performing assets during 2018-19 / 2019-20 and hence theseinvestments are not yielding any returns.
Brokerage Trading Solutions (BTS) Business
Business has seen a decent growth in 2020-21 however we continue to face significantchallenges due to SEBI order on STP Gate services. We anticipate significant hit in ourrevenues from STP services due to the uncertainty on continuance of STP services. On thepositive side our Mobile Trading Platform has been generating good transaction basedrevenue stream. We are developing the next generation cloud based mobile trading platformthat will replace the existing one in due course of time. The new platform will increaseour overall product stickiness and also our transaction based earnings. We also continueto innovate and transform all our core engines to continue to maintain our leadershipposition. We expect these transformations to be significant revenue drivers in the nextfiscal.
The Brokerage Technology Solutions business has continued with enhancements andinnovations to its core product suite. The transformations being done to the core productsuite will pave the way for higher customer stickiness along with increased market share.While we continue to face environmental challenges we continue to persevere and maintainand grow our market share. The BTS business faces headwinds due to many litigation andattachments of assets of the Company as many international players look for continuity ofbusiness though our product offering are quite superior.
Exchange Technology Business
Exchange Technology division of your company take pride in serving Indias largestcommodities exchange Multi Commodity Exchange of India Limited(MCX) and to Indiasnewest stock exchange Metropolitan Stock Exchange of India Ltd. (MSE). The contract withMCX is ending on 30 September 2022. MCX intimated its intentions by serving notice to endservices at the end of contract. There were bilateral discussions with MCX on way forward.MCX was also running RFP process for technology procurement. Your company found it futileto compete with itself and submit proposal to the same company in two different forum.Before conclusion of bilateral discussions MCX gave away the contract to another vendor.This has been noted by your Company. Accordingly your Company has started exploringavenues to put to use the skills and resources so as to ensure that all resources are putto optimal utilisation. Your company is committed to value creation for its shareholdersand would explore all opportunities for it.
During the FY21 Risk Solution division embarked on cost control measure to tide overthe market crisis engendered by the COVID-19 pandemic. In this crisis time the Divisioncould bag a contract from a Financial Sector Regulator of India for implementation ofAutomatic Data Flow from the regulated entities to the Regulator. The contract was awardedthrough a rigorous RFP process. The Division also successfully obtained in principleapproval from an existing client to upgrade their current DataCollector (DC) version toits new and significantly improved version. The new version will be implemented on a cloudplatform. An existing client has also agreed to procure the Divisions new version ofVaR engine.
The Division has started participating in International Tenders for its OperationalRisk Product in association with a System Integrator having presence in emerging marketeconomies. The Division is planning a technology upgrade of this product to enhance itssalability significantly.
Your Company has been way ahead of its times having been one of the first fewcompletely home grown Made in India success stories in the technology anddigital space. Your Company has been at the zenith of excellence and it will continue itsefforts to excel and outdo itself. Constant desire to upgrade and upskill will drive thevision of the future.
The Company is exploring the new areas of business as per the vision of providingtechnology eco system to different business segments apart from Exchange related business.Your Company has identified a set of skilled employees from existing pool and new areas ofskill development would happen in Machine Learning cloud computing Distributed ledgertechnology IOT etc.
The robust technology embedded in the wide range of solutions and products offered byyour Company makes it future-ready to meet the requirements of other emerging sectors. Asyou are aware your Company has been strategizing to exit all existing business and toexplore a number of new options in the 12 industry verticals including Space-tech toAgri-tech from Robotics to IoT (Internet of Things) and SMAC (Social Media Analytics andCloud) by leveraging next-gen technologies.
As ideators innovators and change agents we are sure a bright future beckons us.
In a civil suit filed by L.J. Tanna Private Limited & Ors. the Honble BombayHigh Court passed an ad interim order dated September 30 2015 inter alia restraining yourCompany from distributing any dividend or depositing the same in the dividend distributionaccount in accordance with the provisions of the Companies Act 1956 pending the finalhearing and disposal of the Notice of Motion. The matter is pending before theHonble Bombay High Court. In compliance to the order the Company has notdistributed the final dividend to the shareholders pursuant to the directions of theHonble Bombay High Court. The matter is pending for hearing.
The Ministry of Corporate affairs (MCA) had filed the Petition inter alia under varioussections of the Companies Act 1956 for removal and supersession of the Board before theerstwhile Company Law Board ("CLB"). The NCLT rejected the prayer of the Unionof India for removal and supersession of the Board of the Company however HonbleTribunal ordered that the Government may nominate not more than 3 directors to the Boardof your Company. The Company had filed appeal before the NCLAT challenging the NCLT order.The NCLAT vide its order dated March 12 2020 had upheld the order dated June 4 2018 ofNCLT. Your Company has filed Civil Appeal before the Honble Supreme Courtchallenging the orders of NCLAT and NCLT. Matter is pending before the HonbleSupreme Court.
Your Company continues to defend itself in various other litigations filed against it.
The Government of Maharashtra issued various notifications under MPID Act attachingcertain properties of your Company. The said notifications have been challenged by theCompany before the Honble Bombay High Court. The Honble Bombay High Courtallowed the Petition and set aside the notifications issued by State of Maharashtra. TheState of Maharashtra and the NSEL traders have approached the Supreme Court challengingthe said order. Matter is pending for hearing before the Honble Supreme Court.Modulus USA has filed a case against the Company for alleged infringement of itsCopyright. Company has denied the claims in its reply and written statement. Matter ispending before Honble Bombay High Court. The Directorate of Enforcement has attachedcertain properties of Company by issuing provisional attachment orders under thePrevention of Money Laundering Act 2002. The Adjudicating Authority under PMLA hadconfirmed the said provisional attachments. The Company filed appeal before HonbleAppellate Tribunal challenging said attachment. The Appellate Tribunal quashed theprovisional attachment orders subject to conditions. Company has filed the appeal beforethe Honble Bombay High Court for limited purposes challenging only the conditionsmentioned in the impugned order of the Appellate Tribunal. The said appeal is pending forhearing. Except as stated above and for matters stated as "Explanation to theQualifications in Auditor Report" no material changes and commitments have occurredafter the close of the financial year till the date of this Report which significantlyaffects the financial position of the Company.
Explanation to the Qualifications in Auditor Report A. Audit Report on StandaloneFinancial Statements
The Management explanation for qualification made by the Statutory Auditors in theirIndependent Auditors Report dated May 27 2021 on the Standalone Financial Statements forthe year ended March 31 2021 is as under:
1) With respect to qualification A in Auditors Report explanation of theManagement is as under:
i) The Company has investments of _ 20000 lakhs (face value) in SecuredNon-Convertible Debentures issued by IL&FS Transportation Networks Ltd (ITNL)(subsidiary of Infrastructure Leasing & Finance Ltd IL&FS) which were rated"A" by the rating agencies and secured by way of charge on certain assets ofITNL. In 2018-19 ITNL has defaulted in payment of interest and rating agencies haverevised the credit ratings to the lowest category D i.e. default. NationalCompany Law Tribunal Mumbai (NCLT) has superseded the board of IL&FS and appointedGovt. nominees. Resolution process has been initiated under Companies Act under thesupervision of National Company Law Appellate Tribunal (NCLAT) in addition to variousinvestigations and legal proceedings. The Company has filed its claim and also takenvarious measures including filing legal cases against specified parties at appropriateforum. The outcome of legal matters are pending. Since these matters are pending atvarious stage of adjudication and considering the uncertainties the Company is unable toquantify the impact of these investments. The Company has impaired the investment for theexpected credit loss by _ 5000 lakhs during the previous year. On conservativebasis the Company has impaired additional _ 2500 lakhs during the current year.
ii) The Company has investments of _ 20000 lakhs (face value) Secured Redeemable Non-Convertible Debentures of Dewan Housing Finance Corporation Ltd (DHFL) which were ratedAAA by the rating agencies and secured by way of floating charge on receivables. In2018-19 DHFL has defaulted in payment of interest and its credit ratings were revised tothe lowest category D i.e. default. RBI filed corporate insolvency resolutionprocess (CIRP) against DHFL in NCLT Mumbai and also appointed Administrator. The Companyhas filed its claim and also taken various measures including filing legal cases againstspecified parties at appropriate forum. After receiving NOC from RBI the Administratorhas submitted resolution plan approved by the Committee of Creditors (CoC) of DHFL forapproval from NCLT and the Bid of Piramal has been approved by NCLT. The Company has filedthe interlocutory application with NCLT MUMBAI to challenge the resolution plan submittedto the extent it provides that recoveries if any from avoidance applications filed bythe Administrator under section 66 of the Insolvency and Bankruptcy Code 2016 shall enureto the benefit of the resolution applicant. The Arguments in the matter have beencompleted and it is reserved for judgment. The outcome of legal matters is awaited. Sincethese matters are pending at various stage of adjudication and considering theuncertainties the Company is unable to quantify the impact of these investment. TheCompany had made provision for expected credit loss of _ 5000 lakhs during the previousyear. On conservative basis the Company has made an additional provision of _ 2500 lakhsduring the current year.
iii) The Company has investments in 9% Yes Bank Perpetual Additional Tier I (AT-1)Bonds amounting to _ 30000 lakhs (face value) which was rated AA by the rating agencies.On March 6 2020 the Central Government announced draft scheme of reconstruction of YesBank Ltd. (YBL) which inter alia included proposal for complete written down of AT-1Bonds permanently. On March 13 2020 the government notified the final scheme as YES BankReconstruction Scheme 2020. ("Final Reconstruction Scheme"). The FinalReconstruction Scheme had excluded the writing off AT-1 bonds and it carried clause thatall contracts deeds bonds etc. shall be effective to the extent and in the samemanner as was applicable before such commencement. However on March 14 2020 Yes Bankthrough Administrator informed the stock exchanges that the Perpetual Subordinated BaselIII Compliant Additional Tier I Bonds issued by the Yes Bank for an amount of _ 8415crores need to be fully written down permanently and stand extinguished with immediateeffect. Trustees of the issue and the Company have taken legal recourse to this action ofthe Yes bank. In the opinion of the Company action of the Administrator of the Yes bankin writing down the bond is illegal and hopeful that the amount will be recovered fullyonce the matter is legally decided in appropriate courts.
2) With respect to qualification B in Auditors Report explanation of theManagement is as under:
i) The Union of India through the Ministry of Corporate Affairs ("MCA") hasfiled the Company Petition before the Principal Bench of the Company Law Board at NewDelhi inter-alia seeking removal and supersession of the Board of Directors of theCompany. Subsequently the matter was transferred to NCLT Chennai. The NCLT has asinterim arrangement with consent formed a committee to consider sale of the assets of theCompany pursuant to regulatory directions / requirements treasury management and fundingrequirements of the subsidiaries. The NCLT vide its order dated June 4 2018 dismissedthe prayer of MCA for removal and supersession of the entire Board of the Company andordered MCA to nominate three directors on the board of the Company. The NCLAT vide itsorder dated March 12 2020 was pleased to uphold the NCLT Order. The Company has filedcivil appeal before Honble Supreme Court challenging the orders passed by NCLAT& NCLT for appointment of Nominee directors.
ii) a) During the previous years civil suits have been filed against the Company inrelation to the counter party payment default occurred on the exchange platform of NSELwherein the Company has been made a party. In these proceedings certain reliefs have beenclaimed against the Company inter-alia on the ground that the Company is the holdingcompany of NSEL. These matters are pending before the Honble Bombay High Court foradjudication. The Company has denied all the claims and contentions in its reply. There isno privity of contract between the Company and the Plaintifis therein. The management isof the view that the parties who have filed the Civil Suits would not be able to sustainany claim against the Company. These matters are pending for final hearing before theHonble Bombay High Court.
b) First Information Reports (FIRs) have been registered against various partiesincluding the Company with the Economic O_ences Wing Mumbai (EOW) and Central Bureau ofInvestigation (CBI) in connection with the counter party payment default on NSEL tradingplatform. After investigation EOW Mumbai has presently filed 4 charge-sheets in thematter. The Company has been named in the charge sheet filed in December 2018. CBI hasfiled 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 HonbleCBI court.
c) The CBI - EOW has registered an FIR which pertains to alleged conspiracy betweenthe accused private persons and the named offcials of Securities & Exchange Board ofIndia (SEBI) in granting renewal of stock exchange license to MCX Stock Exchange Limited(MCX-SX) by SEBI in August 2010 by suppression of facts. There is no direct allegationagainst the Company in the FIR. Therefore the Company has filed a petition before theHonble Court for quashing of the said FIR against itself.
d) The CBI - EOW has registered complaint against the Company along with certainoffcials of FMC SEBI and other for giving illegal benefits to Multi Commodity Exchange ofIndia Limited (MCX) and allowing MCX trading as private commodity exchange. Theinvestigation of the same is pending.
e) The SFIO has filed complaint with the Honble Sessions Court under varioussections of IPC and Companies Act 2013 against NSEL defaulters and others including theCompany. The Company has challenged the issuance of process order before the HonbleBombay High Court and the proceedings in the matter has been stayed by the HonbleHigh Court.
iii) The Company had filed the Writ Petitions before the Bombay High Court challenginginter alia the provisions of the MPID Act are violative of the Constitution and thevalidity of various notifications and corrigendum attaching the assets of the Companyunder the provisions of the MPID Act. The Honble Bombay High Court vide its orderdated August 22 2019 pleased to quash and set aside the said impugned Notifications. TheState of Maharashtra and NIAG have challenged the said Judgement before HonbleSupreme Court wherein Company made statement that status quo as on date will bemaintained. The matter is pending for hearing before the Supreme Court.
B. Audit Report on Consolidated Financial Statements
The Management explanation for qualifications made by the Statutory Auditors in theirIndependent Auditors Reports dated May 27 2021 on the Consolidated Financial Statementsfor the year ended March 31 2021 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 NSELs Consolidated Financial Statements for the yearended March 31 2021 which has been reproduced by the Statutory Auditors of the Company(63moons) in their Independent Auditors Report (Auditors Report) dated May 27 2021 on theConsolidated Financial Statements for the year ended March 31 2021 the explanation givenby the management of NSEL are as under: ("Company" in the response below referto NSEL)
i) With respect to qualification 2A in Auditors Report explanation of NSELsManagement is as under: NSEL is taking all steps to defend its position however since allmatters are sub-judice the Company is unable to quantify the impact if any of suchlegal proceedings on the financial statements of the Company. The management of theCompany does not foresee that the parties who have filed Civil Suits against the Companywill be able to sustain any claim against the Company. There are no claims / litigations /potential settlements involving the Company directly or indirectly which may requireadjustments in the Consolidated Ind AS Financial Statement.
ii) With respect to qualification 2B in Auditors Report explanation of NSELsManagement is as under: Majority in value of the trade and other receivables loans andadvances etc. are under litigation / subject to court orders. Where amount is doubtful forrecovery Company has either made provision or disclosed the reason for non-provisioning.Company is making full efforts for recovery of the amounts.
The Covid-19 Pandemic continued to be global crisis since March 2020 and hassignificantly affected the economic activities all over the world. Most of our employeescontinued to Work From Home (WFH). Our operational business activities to Exchanges &Capital Market intermediaries were continued to be supported by our employees by workingfrom home with support through audio & video conferencing wherever required. Duringthe year under review the customers confidence continued to be reinforced in 63 moons andmajority of the customers have expressed their appreciation for the timely support by theCompany under most challenging conditions.
The Company has considered internal and external sources of information in evaluatingthe possible effects that may result from the pandemic relating to COVID-19 on thecarrying amounts of trade and unbilled receivable contract assets and contract cost andintangible assets and certain non-subsidiary Company investment. The Company continues toclosely monitor any material changes to future economic condition and is reasonablyconfident about the recoverability of these assets.
Further as the present situation is exceptional in nature due to Covid-19 the Companyis taking necessary steps to do business reorganization cost cutting as well asevaluation of product lines.
Your Directors have recommended a dividend of _ 2/- per share i.e. 100% on the facevalue of _ 2/- per share for the FY 2020-21. The distribution of said dividend shall besubject to the approval of shareholders at the forthcoming Annual General Meeting andappropriate judicial orders.
As the Shareholders are aware the following dividends are pending for distribution dueto the Honble Bombay High Court order:
a. The final dividend of _ 5/- per share for the FY 2014-15 approved by theshareholders at the Annual General Meeting held on September 30 2015 could not be paidas the Honble 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 CompaniesAct2013).
b. Payment of _ 2/- per share for FY 2016-17 approved by the shareholders at the 29thAGM held on September 27 2017 is pending subject to appropriate judicial orders.
c. Payment of _ 2/- per share for FY 2017-18 approved by the shareholders at the 30thAGM held on September 27 2018 is pending subject to appropriate judicial orders. d.Payment of _ 2/- per share for FY 2018-19 approved by the shareholders at the 31st AGMheld on September 18 2019 is pending subject to appropriate judicial orders. e. Paymentof _ 2/- per share for FY 2019-20 approved by the shareholders at the 32nd AGM held onDecember 09 2020 is pending subject to appropriate judicial orders.
Prior to the above mentioned High Court order your Company has paid consecutivedividends for the past 38 quarters which is in accordance with the sustainable dividendpayout policy of the Company and linked to its long term growth objectives.
Pursuant to Finance Act 2020 dividend income will be taxable in the hands of theShareholders w.e.f. 01/04/2020. As the payment of Dividend for FY 2020-21 is subject toappropriate judicial order relevant communication relating to TDS would be sent toShareholders after receipt of applicable judicial order.
TRANSFER TO RESERVES
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 2021 the paid-up equity Share Capital of your Company stood at _ 921.57lakhs comprising of 46078537 equity shares of _ 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
Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(Listing Regulations) is provided in a separate section forming part of thisAnnual Report.
DETAILS OF SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES AND THEIR PERFORMANCEHIGHLIGHTS
Pursuant to the provisions of Section 129(3) of the Companies Act 2013("Act") a statement containing salient features of the financial statements ofCompanys subsidiaries associate companies and joint ventures is given in Form AOC-1as Annexure - I and the same forms part of this report. The statement also providesthe details of highlights of performance of subsidiaries. The financial statements of eachof the subsidiaries may also be accessed on the website of the Company www.63moons.com.These documents will also be available electronically for inspection up to the date ofAGM. Members seeking to inspect such documents can send an email to email@example.com.Further the liquidation process for Bourse Africa (Botswana) Limited (BABL) (subsidiary ofFTGIPL) was completed in July 2020. Bourse Africa Limited (BAL) (subsidiary of FTGIPL) thestep-down subsidiaries of your Company is under liquidation. The liquidation process forBourse Africa Clear Limited (BACL) (subsidiary of BAL) has been completed in November2020.
During the year under review three subsidiary companies viz. Credit Market ServicesLtd. IBS Forex Ltd. and Riskraft Consulting Ltd. has also initiated liquidation processsince the companies were non-operational.
As the shareholders are aware that during the previous financial year the Company hadsuccessfully concluded the sale of 286914688 shares in Atom Technologies Limited(ATOM) a subsidiary of the Company to NTT Data Corporation Japan for an aggregateconsideration equivalent to _ 6652.97 lakhs. Further as per the terms of the AgreementNTT Data Corporation has the right during the period of 24 months starting from the dateof closure of earlier transaction to acquire the balance 210086610 equity shares ofATOM held by your Company and NTT data has given letter exercising the Call option vestedto them. The Policy for determining material subsidiaries as approved by the Board may beaccessed on the Companys website at the link:www.63moons.com/investors/corporate-governance/ policies/Material-subsidiary-policy.pdf
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 under the Listing Regulations is annexed hereto and forms partof this Annual Report. A Certificate from the Auditors of the Company confirmingcompliance with Corporate Governance norms is annexed to the report on CorporateGovernance.
BUSINESS RESPONSIBILITY REPORT
In compliance with the Regulation 34 of Listing Regulations the BusinessResponsibility Report (BRR) of the Company for FY 2020-21 forms part of this AnnualReport.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Companies Act 2013 and Listing Regulations yourCompany has formulated a Policy on Related Party Transactions which can be accessed onCompanys website at www.63moons.com/investors/corporate-governance/policies/Related-Party-Transactions-Policy.pdf. 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 parties duringthe year were in ordinary course of business and on an arms length basis. During theyear the Company has made investments in its subsidiary i.e. NSEL amounting to
_ 1609.66 lakhs in terms of shareholders approval obtained on June 20 2019.Except for the transaction with NSEL the Company did not enter into any arrangement /transaction with related parties which could be considered material in accordance withCompanies Act and Listing Regulations. All transactions with related parties were reviewedand approved by the Audit Committee. Prior omnibus approvals are granted by the AuditCommittee for related party transactions which are of repetitive nature entered in theordinary course of business and are on arms length basis in accordance with theprovisions of the Act read with the Rules issued thereunder and the Listing Regulations.There were no material related party transactions during the year under review with thePromoters Directors or Key Managerial Personnel. The details of the transactions withrelated parties are provided in the accompanying financial statements.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility Committee has formulated and recommended to theBoard a Corporate Social Responsibility Policy (CSR Policy) as amended indicating theactivities to be undertaken by the Company which has been approved by the Board. TheCompany has identified the areas for CSR activities which are in accordance with ScheduleVII of the Companies Act 2013 as amended from time to time some of which are Health andsocial welfare Promotion of education Environment sustainability Employment enhancingvocational skills and Employee engagement activities. During the year the Company hasorganized a social audit by an external agency to evaluate the effectiveness and impact ofCSR projects undertaken by the Company and the result of the social audit was quiteencouraging.
In order to incorporate the latest amendments made to the provisions of the Act andbased on the recommendations of the CSR Committee the Board of Directors at its meetingheld on May 27 2021 has revised the CSR Policy of the Company. The policy is availableon the website of the Company which can be accessed at the link:www.63moons.com/investors/ corporate-governance/policies/CSR-policy.pdf The Report on CSRactivities as required under Companies (Corporate Social Responsibility Policy) Rules2014 is set out as Annexure - II and the same forms part of this report.
The Board of the Company has formed a Risk Management Committee to monitor the riskmanagement policy for the Company.
The risk management system identifies and monitors risks which are related to thebusiness and over all internal control systems of the Company. The Audit Committee hasoversight responsibility in the areas of financial risks and controls. The risk managementcommittee is responsible for reviewing the risk management policy and ensuring itseffectiveness and assist the Board in ensuring that all material Compliances ControlSafety and Operations and Financial risks have been identified and adequate riskmitigations are in place to address these risks.
The Audit Committee and the Board has also noted the risk prevailing in respect of whatis stated in the paras relating to legal matters and explanation to the Qualifications inAuditors Report above that may affect the business of the Company.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
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 2021.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
At the Annual General Meeting of the Company held on December 09 2020 Mr. RajendranSoundaram (DIN: 02686150) was re-appointed as Managing Director & CEO for a periodcommencing from February 10 2020 till May 31 2021 and Mr. Devendra Agrawal (DIN:03579332) was re-appointed as Whole-time Director & CFO for a further period of threeyears commencing from May 27 2020.
During the year under review the Board of Directors at their meeting held on May 272021 on the recommendation of the Nomination and Remuneration Committee (NRC)re-appointed Mr. Rajendran Soundaram (DIN: 02686150) as Managing Director and ChiefExecutive Officer in terms of 196 197 198 202 203 read with Schedule V and all otherapplicable provisions of the Companies Act 2013 for a period of two years from June 012021 to May 31 2023 subject to the approval of the Shareholders of the Company in theensuing General Meeting.
Considering the ensuing completion of the second term of Mr. Venkat Chary (DIN:00273036) Justice Rajan J. Kochar (Retd.) (DIN: 06710558) and Mr. AchudanarayananNagarajan (DIN: 02107169) as Independent Directors on September 22 2021 and to have therequisite number of Independent Directors on the Board of the Company the Board ofDirectors on the recommendation of Nomination and Remuneration Committee (NRC) at itsmeeting held on August 12 2021 have recommended for the approval of the members theappointment of Mr. Suresh Salvi (DIN: 07636298) and Mr. Kanekal Chandrasekhar (DIN:06861358) presently Non-Executive Non-Independent Directors on the Board as IndependentDirectors for a period of two years commencing from September 18 2021 in terms of Section149 read with Schedule IV of the Companies Act 2013 (the Act) and applicablerules framed thereunder and Regulation 17 of the Listing Regulations. The Company hasreceived disclosure confirming that they meet the criteria of independence as provided inthe Act and the Listing Regulations.
The Board of Directors on the recommendation of NRC at its meeting held on August 122021 also recommended for the approval of the members the appointment of Mr. VenkatChary (DIN: 00273036) as Non-Executive Non-Independent Director of the Company with effectfrom September 23 2021. Mr. Venkat Chary is the Chairman of the Board and will becompleting his second term as an Independent director on September 22 2021 andconsidering the current crucial phase through which the Company is passing and continuedCovid19 Pandemic situation further delaying the completion of on-going legal cases whichare in advance stage in different legal forum it would be in the best interest of theCompany to have Mr. Venkat Chary continue on the Board of the Company. Since Mr. VenkatChary is over 75 years of age the Board has recommended his appointment as aNon-Executive Non-Independent Director by the members by passing of a special resolutionpursuant to Regulation 17(1A) of the Listing Regulations.
The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as provided in Section 149(6) of CompaniesAct 2013 and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8)of the Listing Regulations the Independent Directors have confirmed that they are notaware of any circumstance or situation which exist or may be reasonably anticipated thatcould impair or impact their ability to discharge their duties.
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompanys Articles of Association Mr. Devender Singh Rawat (DIN: 02587354) and Mr.Sunil Shah (DIN: 02569359) retire by rotation at the forthcoming Annual General Meetingand being eligible offers themselves for re-appointment. The Board recommend theirre-appointment for the consideration of the Members of the Company at the ensuing AnnualGeneral Meeting.
The other Directors continue to be on 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
2. Mr. Devendra Agrawal Whole-time Director and Chief Financial Officer
3. Mr. Hariraj Chouhan Company Secretary.
Pursuant to the provisions of the Companies Act 2013 SEBI Listing Regulations and theGuidance Note on Board Evaluation issued by the SEBI on January 5 2017 a process hasbeen devised for evaluation of Board Committees and Directors taking into considerationthe various aspects of the Boards functioning execution and performance of specificduties obligations and governance. The performance of the Board Chairman 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 governancestrategic planning etc. The performance of the Committees was evaluated by the Board afterseeking inputs from the committee members as well as other directors. The criteria forperformance evaluation of the Committees included aspects such as composition ofcommittees effectiveness of committee meetings etc. The performance evaluation of theIndependent directors was carried out by the entire Board. The Independent Directors ofthe Company met on March 24 2021 without the presence of Non-independent Directors andmembers of the management to review the performance of Non-independent Directors includingWhole time directors and the Board of Directors as a whole and to assess the qualityquantity and timeliness of the flow of information between the management and the Board ofDirectors. The NRC and Board in evaluating the performance of Executive Directors haveappreciated their good leadership role for ensuring effective risk and human resourcemanagement despite the various legal challenges faced by the Company. On review of Boardas a whole members expressed satisfaction on the diversity of experience age group andinduction process of new members and competency of directors. The members expressedappreciation on functioning of Audit committee NRC CSR Stake holders Risk Managementand Investment Committee and expressed their satisfaction with the evaluation process.
MEETINGS OF THE BOARD
The Board of Directors of the Company met 4 (four) times during the financial year. Thedetails of Board Meetings are provided in the Corporate Governance Report which formspart of this Annual Report.
In view of the Pandemic related travel restrictions all Board and Committee meetingstook place virtually through video conferencing and the applicable provisions werecomplied with for such virtual meetings.
The Audit Committee comprises of 4 (Four) members of which three are IndependentDirectors namely Mr. Venkat Chary Justice (Retd.) R. J. Kochar Mr. A.Nagarajan and one Non-Executive Director namely Mr. K. Chandrasekhar.
During the year 4 (four) Audit Committee meetings were held and the details of whichare provided in the Corporate Governance Report which forms part of this Annual Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENT BY COMPANY
Details of loans guarantees and investments have been disclosed in the FinancialStatements.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
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
Extract of Annual return of the Company in form MGT - 9 has been posted on the websiteof the Company and can be accessed at www.63moons.com/investors/shareholders/annual-reports.html
PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures with respect to the remuneration of Directors KMPs and employees asrequired under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given in Annexure- IV to this Report. Details of employee remuneration as required under provisions ofSection 197(12) of the Companies Act 2013 read with Rule 5(2) & 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are availableelectronically 21 days before the Annual General Meeting and members seeking to inspectsuch documents can send an email to firstname.lastname@example.org. Such details are also available onyour companys website and can be accessed at www.63moons.com/investors/shareholders/annual-reports.html. None of the employees listed in the said Annexure is a relative ofany Director of the Company. None of the employees hold (by himself or along with hisspouse and dependent children) more than two percent of the equity shares of the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
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 and can be accessed atthe link: www.63moons.com/investors/corporate-governance/policies/Whistle-Blower-Policy.pdf No employee was deniedaccess to the Audit Committee.
NOMINATION AND REMUNERATION POLICY
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. TheNomination and Remuneration Policy has been placed on the website of the Company and canbe accessed at the link: www.63moons.com/investors/corporate-governance/policies/Nomination-and-Remuneration-Policy.pdf
MAINTENANCE OF COST RECORDS
The Company is not required to maintain cost records as specified by the CentralGovernment under sub-section(1) of section 148 of the Companies Act 2013.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has complied with the provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. The Company has a policy on prevention prohibitionand redressal of complaints related to sexual harassment of women at the workplace. Thesaid policy is available on the internal portal of the Company for information of allemployees. During the FY 2020-21 the Company has not received any complaints on sexualharassment and hence no complaints remain pending as of March 31 2021.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
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 Companys operations in future. The details oflitigation including tax matters are disclosed in the notes to the Financial Statementswhich forms part of this Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
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 along with proper explanation relating to material departures if any;
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 loss 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. the Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and are operating effectively;and
f. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.
EMPLOYEES STOCK OPTION PLAN (ESOP)
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 Company had obtainedshareholders approval at the 32nd AGM for the adoption and implementation of ESOPScheme 2020. Since the stock options are yet to be granted under the aforesaidSchemethere are no stock options outstanding as on March 31 2021.
The Company is in compliance with applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.
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 19 2019 for a period of five years on a remuneration mutually agreedupon by the Board of Directors and the Statutory Auditors. M/s. Sharp & TannanAssociates have confirmed their eligibility and qualification for continuing as Auditorsof the Company for the remainder of their term.
DETAILS OF FRAUD IF ANY REPORTED BY THE AUDITORS
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 2020-21. The Secretarial Audit Report for the financial year ended March31 2021 is annexed herewith marked as Annexure - V and the same forms part of thisreport. The Secretarial Auditors report does not contain any qualificationsreservations or adverse remarks.
ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company has undertaken an audit for the financial year 2020-21 for all applicablecompliances as per Securities and Exchange Board of India Regulations and Circulars /Guidelines issued thereunder.
The Annual Secretarial Compliance Report has been submitted by your Company to theStock Exchanges.
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 provider which ensuresnon-discrimination at the workplace. The Company remains committed to its employees andvalues each ones contribution in the collective growth. At 63 moons we believe inproviding a great workplace / a conducive work culture to emphasize that employees havefreedom to ideate towards its core philosophy of entrepreneurship and innovation whilehaving fun and joy at work. As of 31 March 2021 the Company had employee strength of 725(less by10% YoY).
The Company strongly believes and promotes transparent communication policy. The HumanResources Dept. (HR Dept.) has an open door policy to encourage employees to walk-inanytime and meet HR offcials for any assistance. O_ine the organization has also enabledconfidential email facility to address specific issues of the employees which areotherwise difficult to highlight. We also have facilitated with special helpline numbersto the employees to reach out HR. The HR dept. is trained to always be on alert andavailable for any help sought by the employees. Most of our systems and processes areautomated to ensure that required information is available anytime. We have implementednew HRMS system to adapt to new technology for future career success.
Having recognised employees as our most important asset a number of employeebeneficial programs (Insurance health care etc.) have been initiated / are well placed.There are also new coverage benefits added in the Mediclaim Policy keeping the currentPandemic in mind. Considering wellbeing of our employees management has taken aspecial COVID Insurance Death Coverage Policy to safeguard employees families if there isany unforeseen death of employee due to COVID. This coverage is in addition to ourMediclaim policy and other group Insurance policies. In accordance with our nationsvaccination program the company recently organized a vaccination drive for its employeesand their dependents / family members.
We had taken a unique initiative of having an exclusive Covid19 Helpdesk deployed foremployees and their near and dear ones for any assistance required in terms of criticalinjections blood donors plasma donors hospital beds etc. The volunteers appointed inthis helpdesk are the internal employees who have good network with the hospitals andother COVID patients which makes employees life easy at the time of agony and despair. Inaddition to this the Helpdesk team also helps in checking the availability of beds atsuch critical times.
Company is equally concerned about holistic wellbeing of all employees. To ensure thatthey are always in the best of their mental and physical health sessions on various formsof Yoga Zumba etc. were organized. We had provided exclusive access of DocOnline - anonline platform where Online Doctor consultations and procuring medicines at discountedrates is introduced to employees and their family members and a Health Talk was arranged.These initiatives have not only helped us to strengthen our connect with employees buthave also brought in a sense of general wellbeing and happiness at our workplace. Employeehealth benefit and engagement programs makes 63 moons as one of the best companies towork.
These initiatives have not only helped us to strengthen our connect with employees buthave also brought in a sense of general wellbeing and happiness at our workplace. Employeehealth benefit and engagement programs makes 63 moons as one of the best companies towork. On the policies and process the organization is most compliant and employeefriendly. We have introduced flexi reporting for our Mumbai based employees. FurthermorePaternity leave eligibility has been increased to 7 working days.
63 moons continues to trust the ability and quality of its Human Resources and hasalready started working on the next phase of the companys growth. The Company treatsits employees as integral partners of the organizations growth story.
As the organization charts new horizons and revises its business strategy for growth inchanging circumstances the employees are adequately equipped with training and such otherprogrammed so that they meet the challenges positively and with an attitude that toachieve higher goals in their professional lives.
While the company continue to hire talent from outside it also ensures that there is arequired investment done to scale up the internal talent by providing behavioral trainingsalong with domain expertise. The trainings are on varied scales like training on HumanBehaviour like unconscious bias conflict management beginners training etc. There isalso an extension of induction program conducted by imparting the knowledge on
Capital markets Agile technologies. These trainings helps employees to enhance theircore life skills.
The Companys attrition is 13.66% which is relatively moderate since our focus ison retention of Top and Niche talent. Structured interventions like our grievanceredressal process of Prevention of Sexual Harassment (POSH) Information SecurityAwareness (ISA) and Innovative Thinking for our employees help us to proactively identifyand mitigate risks on human rights and any other organization processes. 63 moons alsosupports society through taking initiatives under Corporates Social Responsibilities(CSR). However HR Dept. supports this culture of Giving to Society by frequentlyorganizing events with the involvement of all employees such as donating in PM Cares Fundfor COVID19. organizing trade fairs with registered NGOs who work for betterment of womenand underprivileged children by inviting them to 63 moons during major employee events toput up their stalls. However during this year due to Pandemic we could not organise suchevents.
63 moons employees continues to work from home for business continuity and to satisfyclient requirements. We have continued our efforts so as not to miss on any processtraining and engaging employees through the online mode of communication by organizingvirtual session to upscale employees knowledge and participation.
In the prevalent environment of COVID-19 pandemic we tried our best to support theemployees be it through engaging them through virtual employee engagement avenues or byproviding them the support in terms of medical exigencies. We helped to get the details onavailability of beds for employees / their dependents who tested positive as there was ashortage of hospital beds. We got in touch with our Insurance brokers and provided themwith these details. Additionally there were few volunteers who assisted the COVID-19patients and their families by making arrangements for their basic needs like water foodmedicines etc when they were placed in quarantine centers. We tried to process theirMediclaim at the earliest so that they do not face any financial burden. Employee claimsare getting settled by cashless mode or by uploading their Mediclaim documents on theinsurance portal.
Your Directors place on record their gratitude to the Central Government StateGovernment clients vendors financial institutions bankers and business associates fortheir continued support and the trust reposed in the 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 12 2021 ||DIN: 00273036 ||DIN: 02686150 |