You are here » Home » Companies » Company Overview » 63 Moons Technologies Ltd

63 Moons Technologies Ltd.

BSE: 526881 Sector: IT
NSE: 63MOONS ISIN Code: INE111B01023
BSE 15:53 | 27 Mar 2018 63 Moons Technologies Ltd
NSE 05:30 | 01 Jan 1970 63 Moons Technologies Ltd
OPEN 90.50
VOLUME 85729
52-Week high 166.00
52-Week low 53.80
P/E 6.29
Mkt Cap.(Rs cr) 419
Buy Price 0.00
Buy Qty 0.00
Sell Price 90.85
Sell Qty 39.00
OPEN 90.50
CLOSE 89.05
VOLUME 85729
52-Week high 166.00
52-Week low 53.80
P/E 6.29
Mkt Cap.(Rs cr) 419
Buy Price 0.00
Buy Qty 0.00
Sell Price 90.85
Sell Qty 39.00

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

Company director report


The Members

Your Directors present the Twenty Seventh Annual Report of your Company together withthe Audited Statement of Accounts for the year ended March 31 2015.


Your Directors would like to inform you that because of the events occurred at NationalSpot Exchange Limited (NSEL) during the previous year audit of NSEL ConsolidatedFinancial Statements for the year ended March 31 2013 (as amended) and for the year endedMarch 31 2014 were delayed due to which the audited consolidated financial statements ofthe Company for the year ended March 31 2013 (as amended) and for the year ended March31 2014 could not finalized on time. Since now Consolidated Financial Statement of NSELare available the Consolidated Financial Statements of your Company have been finalizedand audited for the year ended March 31 2013 (as amended) for the year ended March 312014 and for the year ended March 31 2015.

Financial Results standalone and Consolidated




Current Year 2014-15 Previous Year 2013-14 Current Year 2014-15 Previous Year 2013-14 Previous Year (as amended) 2012-13
Total Income 60368.01 54126.66 38246.07 70949.59 95138.66
Total Operating expenditure 27471.95 24881.27 47466.15 67903.17 62697.22
EBITDA 32896.06 29245.39 (9220.08) 3046.42 32441.44
Finance costs 2266.12 3053.82 2634.17 8176.96 9799.95
Depreciation/amortization 3905.73 3074.86 4496.14 4295.84 3268.15
Profit / (Loss) before exceptional item and tax 26724.21 23116.71 (16350.39) (9426.38) 19373.34
exceptional Item 24282.09 (41152.11) 65631.14 94436.33 -
Profit / (Loss) before tax 51006.30 (18035.40) 49280.75 85009.95 19373.34
Provision for taxation 6492.42 4819.45 6648.20 4846.76 12469.37
Profit after Tax/Net Profit for the year 44513.88 (22854.85) 42632.55 80163.19 6903.97
Add: Net share of profit in associates (0.12) 6347.53 10097.89
Add: Net minority interest in profit of subsidiaries 39.25 440.03 339.61
Profit after Tax/Net Profit for the year 44513.88 (22854.85) 42671.68 86950.75 17341.47
Add: Balance brought forward from previous year 177089.54 204257.15 181799.93 100592.88 90900.50
Balance available for appropriation 221603.42 181402.30 224471.61 187543.63 108241.97
Final dividend (proposed) 2303.93 921.57 2303.93 921.57 921.57
Interim dividend 5529.42 2764.71 5529.42 2764.71 2764.71
Tax on dividend 469.03 626.48 469.03 626.48 616.92
Transfer to General reserve - - 3253.00
change in Jv holding - 1419.82


Transfer to Statutory Reserve - 11.11 8.24
Transfer to Security Guarantee Fund



Transfer from General reserve (14421.70) - -
Balance carried forward to Balance Sheet 213301.04 177089.54 230590.94 181799.93 100592.88
earnings per share
Basic 96.60 (49.60) 92.61 188.70 37.63
Diluted 96.30 (49.60) 92.31 188.09 36.79


Standalone Financials:

• Revenue from operations for the year ended March 31 2015 was at Rs. 16103.11lacs as compared to Rs. 33471.49 for the year ended March 31 2014.

• During the year profit under exceptional items was Rs. 24282.09 lacs comparedto loss of Rs. 41152.11 lacs in previous year. This includes (a) gain of Rs. 98789.50lacs on sale of investments in shares (net of expenses) including shares in MCX NBHC andMCX-SX (b) provision for other than temporary diminution in the value of investments andloss on account of capital reduction in the investments of subsidiaries Rs. 73226.82 lacsand (c) provision of Rs. 1280.59 lacs towards doubtful loans and advances to and tradereceivable from subsidiaries.

• Your Company has reported profit before finance cost depreciation exceptionalitems and tax of Rs. 32896.06 lacs for year ended March 31 2015 compared to Rs.29245.39 lacs in the previous year.

• Your Company has reported net profit after tax of Rs. 44513.88 lacs for theyear ended March 31 2015 as compared to loss of Rs. 22854.85 lacs in the previous year.

Consolidated Financials

The consolidated Net Profit for the year ended March 31 2015 was at Rs. 42671.68 lacsagainst Rs. 86950.75 lacs in the previous year ended March 31 2014 and Rs. 17341.47lacs in the year ended March 31 2013. Shareholders’ funds as at the year ended March31 2015 was at Rs. 292827.18 lacs as against Rs. 256087.69 lacs as at March 31 2014and Rs. 176289.99 lacs as at March 312013.

BUSINESS OVERVIEW: Fiscal Year 2014-15

The year gone by has been challenging for your Company with the several legal cases dueto the crisis at NSEL’s trading platform. Your Company has the highest regard andfaith in the Indian judiciary and continues to provide all assistance to every statutoryauthority in the country. Your Company is confident that truth will prevail and it willcome out of the crisis soon. The crisis at NSEL’s trading platform has had an adverseimpact due to the various regulators declaring your Company “not fit &proper” to hold shares in an exchange which has been challenged before Hon’bleBombay High Court and at various forums. Without prejudice to its legal rights andremedies your Company has taken a decision to exit its investments in Exchange venturesboth in India and globally. The exit of its investments in exchanges and low volume on therespective exchange has adversely impacted the revenue from Exchange technology on the onehand but on the other hand there is increase in income from disinvestments and therebyincrease in cash reserves.

Technology Business:

During the year your Company re-negotiated the technology contract with MCX andMetropolitan Stock Exchange (formerly MCX-SX) and due to low volume on the respectiveexchange the revenue of your Company was impacted. However it is observed that duringthe past six months the volume has picked up on the exchanges and recent announcement ofmaking FT 3.0 the de facto ‘powered by’ technology augurs well for the future.


Without prejudice to its legal rights and remedies your Company has successfullycompleted the divestments of its holdings in National Bulk Handling Corporation Limited(NBHC) Multi Commodity Exchange of India Limited (MCX) and Metropolitan Stock Exchange ofIndia Limited (MSEI). In addition your Company has entered into a definitive agreement tosell its entire stake in Bourse Africa Limited (BAL) and is in the process of selling itsentire investment in Indian Energy Exchange Limited (IEX) alongwith an irrevocablecompanywide fully paid up perpetual non- encumbered non-transferable non-assignablelicense of the PowerARMS Software installed in India for internal use to IEX.

Business Outlook:

Your Company is going through challenging times as it tries to reinvent itself into apure play technology Company. Post the crisis at NSEL trading platform your Company hasdecided to grow on its core strength - innovation through technology. Your Companycontinues to be a market leader i n the Member Technology business in I ndia through itsflagship product ODIN. On the Exchange Technology Business your Company continues toprovide technology to market leaders in its space such as MCX MCX-SX and IEX etc.

Member Technology Business has witnessed a challenging year in 2014-15 in wake of thecrisis at NSEL. However the business is stabilizing and the Company expects businessenvironment to improve in the coming years. With the upturn in the economy and favorablepolicy environment Indian Capital markets are positioned for strong growth in the comingyears. Your Company is well positioned to take advantage of the growth in the capitalmarkets through its Member Technology Business.

Without prejudice to its legal rights and remedies your Company took a strategicdecision to exit the exchange/ regulated businesses both in India and around the world inlight of the crisis at NSEL’s trading platform. Since the Exchange TechnologyBusiness was primarily catering to the exchanges seeded and nurtured by your Company itbecame imperative for your company to restructure the business as a pure play technologyservice provider as it divested its stake in various exchanges. Your Company continues toprovide technology to MCX MCX-SX and IEX etc. in spite of divesting its stake in therespective companies.

Your Company believes that it can become a significant player in this space given itsproven pedigree in this space and relatively few players in the space.

New Vision and change of name:

The Board of Directors of the Company at its meeting held on August 08 2015 havein-principle approved the change in name of the Company from “Financial Technologies(India) Limited” (FTIL) to “63 moons technologies limited” (63 moons). Thesaid approval by the Board is subject to the approval by the Registrar of CompaniesChennai and the shareholders of the Company.

In the near past your Company has exited its investments in financial exchanges andnow in the revised context your Company would be more focused on non-financial verticalslike e-commerce digital education life science sports and many others.

In November 2014 the Company had announced its founder’s vision of “DigitalIndia @ 2025” the engine driving the transformation of FTIL into making FT 3.0 thede facto ‘powered by’ technology partner of choice to create and develop digitalecology leveraging SMAC (Social Media Analytic and Cloud) technology stack. Hence it isimperative to give the Company a new name and identity that reflects the genesis of itsbusiness and the next phase of growth.

Jupiter revered as the most powerful in ancient civilization is known to have 63moons. 63 moons will endeavor to partner several emerging new-tech companies/innovationsand start-ups in the sectors like e-commerce digital education sports life sciencesand others. It is our endeavor to play a larger role and assume leadership in the digitalecology that will govern the growth of the future. 63 moons reflect the new FTIL.

The Company as the Applicant/Owner has already made applications in various classesfor registration of Trade Mark “63 moons The new digital ecology”.

Further details on the above are covered elsewhere in this report. Legal matters

In the wake of the crisis at NSEL your Company has been made a party to severallitigations over the last two years. Further the Ministry of Corporate Affairs issued adraft order dated October 212014 for amalgamation of your Company with NSEL under section396 of Companies Act 1956 and also filed a petition with Company Law Board under section397 of Companies Act 1956 seeking removal and supersession of the Board of your Company.Your Company has opposed the draft order for merger and has challenged the petition forremoval and supersession of the Board in the Company Law Board. Your Company continues todefend itself in various other litigations filed against it. An interim order has beenpassed by the Company Law Board directing your Company not to sell/alienate or createthird party rights in respect of its assets and investments. Your Company has challengedthis interim order in the Hon’ble Madras High Court which has suspended the interimorder save and except in respect of immovable properties of your Company.

The Economic Offences Wing (“EOW”) had issued a letter to your Company interalia restraining / restricting your Company from dealing with its assets. The Hon’bleBombay High Court has granted a stay in respect of the direction of EOW in respect of therestraint / restriction on the dealing of assets.

No material changes and commitments have occurred after the close of the financial yeartill the date of this Report which significantly affects the financial position of theCompany.

Explanation to the Qualifications in Auditor Report

Standalone Financial Statements:

Audit Report on standalone financial statements:-

The Management explanation for qualification made by the Statutory Auditors in theirIndependent Auditors Report dated May 22 2015 on the Standalone Financial Statements forthe year ended March 312015 is as under:

With respect to qualification regarding Writ Petitions Public Interest LitigationsCivil Suits which have been filed against the Company in relation to the NSEL eventwherein the Company has been made a party in the Writ Petitions and Civil Suits thesematters are pending before the Hon’ble Bombay High Court for adjudication. TheCompany has denied all the claims and contentions in its reply. There is no privity ofcontract between FTIL and the Petitioners. Based on legal advice the management is of theview that the parties who have filed the WP PIL and Civil Suits would not be able tosustain any claim against the Company. With respect to mention of First InformationReports in the same qualification which are registered against various parties includingthe Company with the Economic Offences Wing of the Mumbai Police Central Bureau ofInvestigation and MIDC Police Station Mumbai District EOW has filed charge-sheets onJanuary 06 2014 June 04 2014 and August 04 2014 after investigation. It is pertinentto note that so far the Company has not been named in the said charge-sheets. EOWinvestigation is in progress.

Consolidated Financial Statements:

Audit Report on consolidated financial statements:-

The Management explanation for qualifications made by the Statutory Auditors in theirIndependent Auditors Report dated May 22 2015 on the Consolidated Financial Statementsfor the year ended March 312015 are as under:

1. With respect to item no. 1 which pertains to the Company regarding Writ PetitionsPublic Interest Litigations Civil Suits which have been filed against the Company inrelation to the NSEL event wherein the Company has been made a party in the WritPetitions and Civil Suits these matters are pending before the Hon’ble Bombay HighCourt for adjudication. The Company has denied all the claims and contentions in itsreply. There is no privity of contract between FTIL and the Petitioners. Based on legaladvice the management is of the view that the parties who have filed the WP PIL and CivilSuits would not be able to sustain any claim against the Company. With respect to mentionof First Information Reports in the same qualification which are registered againstvarious parties including the Company with the Economic Offences Wing of the

Mumbai Police Central Bureau of Investigation and MIDC Police Station MumbaiDistrict EOW has filed charge-sheets on January 06 2014 June 04 2014 and August 042014 after investigation. It is pertinent to note that so far the Company has not beennamed in the said charge-sheets. EOW investigation is in progress.

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 its Consolidated Financial Statements for the year endedMarch 31 2015 which has been reproduced by the Statutory Auditors of the Company in theirIndependent Auditors Report (Auditors Report) dated May 22 2015 on the ConsolidatedFinancial Statements for the year ended March 312015 the explanation given by thedirectors’ of NSEL and its subsidiary “Indian Bullion Market AssociationLimited” (IBMA) are as under:

Qualification 2(a) in Auditors Report:

“As stated in note no. 53 of the Consolidated Financial Statements pertaining tothe issue of warehousing receipts and as per the explanations given by the Managementinvestigating agencies are investigating genuineness of the warehouse receipt issued bythe Company. Its impact on financial statements if any can be ascertained only afterinvestigations are concluded and order obtained from the court. Enforcement Directorate(ED) has applied provision of Prevention of Money Laundering Act 2002 (PMLA) ondefaulting members and the Company. Investigations are in progress as on the date of theAudit Report. In case of any adverse findings against the Company the same may have aneffect on the financial position of one or more financial years.” [Refer note 68 ofthe consolidated financial statements of the FTIL Group]

Management response:

Investigating agencies are investigating genuineness of the warehouse receipts issuedby the Exchange as well as the frauds perpetrated by the erstwhile senior officials of theExchange. Impact on financials if any can be ascertained only after investigations areconcluded and orders are obtained from Court.

Qualification 2(b) in Auditors Report:

“As stated in note no. 56 read with note no. 1 to the Consolidated FinancialStatements which refers to the matter pertaining to regulatory framework for Spot Exchangeand related compliance issues with respect to the Exemption Notification No. S.O. 906(E)dated June 5 2007 (issued by the Department of Consumer Affairs Ministry of ConsumerAffairs Food and Public Distribution Government of India under section 27 of theForward Contracts (Regulation) Act 1952). The doubts have been raised as to allegednon-compliance of two of the conditions specified in the said Exemption Notification.While the Company has responded to Show Cause Notice (SCN) dated April 27 2012 videletter dated May 23 2012 and further correspondences made in August 2012 and July 2013the adjudication thereof is pending from respective authorities and hence the possibleconsequences arising out of same on the Company are not presently ascertainable. It isfurther stated that the Ministry of Finance the Government of India has withdrawn theaforesaid exemption notification w.e.f. September 19 2014.” [Refer note 73 of theconsolidated financial statements of the FTIL Group]

Management response:

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 the NSEL by the FMC vide letter dated 5 November

2014. As the reply to the said SCN has been given and actions if any required due toSCN has been taken including withdrawal of the exemption itself NSEL do not foresee anyfurther consequences on the SCN. Further neither FMC nor DCA has held NSEL guilty ofhaving violated any of the conditions of the exemption notification dated 5 June 2007which was the subject matter of the SCN.

Qualification 2(c) in Auditors Report:

‘As stated in note no. 60 & 61 to the Consolidated Financial Statements theCompany has been served with notices/ letters/summons from various statutory authorities/regulators/government departments and some purported aggrieved parties. There are someWrit Petitions Public Interest Litigations Civil Suits including in representativecapacity filed by and against the Company. Such matters against the Company are either inprogress or sub judice before different forums. The Company may have civil/ criminalliability arising out of one or more of the proceedings initiated against theCompany.” [Refer note 75 and 76 of the consolidated financial statements of the FTILGroup]

Management response:

Since all matters are sub-judice impact on financial statement if any cannot beascertained at this stage. NSEL is taking all steps to defend its position and currentlyunable to quantify the impact if any.

Qualification 2(d) in Auditors Report:

‘As stated in note no. 58 & 59 to the Consolidated Financial Statements theissue of legality of contracts traded on the Spot Exchange the management has clarifiedthat all the contracts carried out on the Exchange were proper and in consonance with thelocal applicable laws and that there was no violation thereto. As far as availability ofcommodities are concerned it is stated that there were systems and processes in place fordeposit of commodities and generation of warehouse receipts and allocation of the same.NSEL believed existence of commodities in warehouse on account of the Depositingmember’s declarations invoices submitted by the depositing members the officialsconcerned in the NSEL at the relevant time being satisfied that there were commoditiesdeposited generation of warehouse receipt by the concerned officials. Further due tovarious events arising during FY 2013-14 the Company had appointed an Internal InquiryCommittee (IIC) and also two forensic auditors after July 312013 for verification ofcertain aspects of accounting internal controls propriety of accounting policies etc.Pursuant to findings from investigations related to the Company by aforesaidcommittee/forensic auditors material weaknesses were reported in certain areas ofinternal control system pertaining to Spot Exchange related services. There were instanceswhere the commodities were found missing and there were instances of commodities beingavailable partly or fully. This is part of the investigations by EOW other investigationagencies.” [Refer note 67 and 72 of the consolidated financial statements of the FTILGroup]

Management response:

All contracts traded on the Exchange platform were proper and in consonance withapplicable laws exemption notifications and there were no violations in this regard. NSELhad obtained a legal opinion on the legality of the contracts traded by the members on theExchange platform. Since the matters mentioned are under investigation/sub- judice impacton financial statement if any cannot be ascertained at this stage.

Qualification 2(e) in Auditors Report

“As stated in note no. 63 to the Consolidated Financial Statements in respect ofeffectiveness of internal controls instances of circumventing of internal controls insome areas of operations on the Spot Exchange and in one of the group company viz. IndianBullion Market Association Limited (Rs.IBMA’) weakness in effectiveness of internalcontrols systems and control over financial reporting have been observed. Such instanceswere unearthed by various investigations carried out by IIC in the month of August 2013and by a forensic auditor M/s. Grant Thornton India LLP in the month of September 2013 andby another forensic auditor M/s. Chokshi and Chokshi Chartered Accountants in the monthof February 2014.

There were irregularities which have been observed arising out of misuse of powers byex-MD & CEO along with some senior officials of the Company. As per explanations givenby the current management of the Company some of the controls which were circumvented bythe erstwhile management were lack of compliance with Rules Bye laws and Business Rulesof the Exchange by the defaulting members laxity in terms of exemption from marginrequirement to members oversight over commodities which were stored in the warehousesbelonging to certain members etc. the ex-MD & CEO at the relevant time had failed todisclose non-compliance issues to the Board of Directors of the Company. As the finaloutcomes of such investigations are pending we are unable to comment on the consequentialimpact if any in respect of the same in the Financial Statements.

As per group company viz. IBMA the holding Company NSEL had appointed Internal InquiryCommittee (IIC) which had examined certain transactions pertaining to SnP and hadrecommended further inquiry into the matter. As stated in Note no 63 of the ConsolidatedFinancial Statements in respect of effectiveness of internal controls systems andcontrols over the financial reporting following weaknesses were observed in the findingscarried out by forensic auditors Grant Thornton India LLP and Chokshi & ChokshiChartered Accountants in relation to transactions carried out with one related party SnPwere not disclosed and segregation and earmarking of client margin was not done as wasrequired under NSEL’s bye laws which was required of IBMA as an Institutional Tradeand Clearing Member (ITCM) of NSEL. The weakness had been identified after the BalanceSheet date by subsequent investigations carried out by forensic auditors in this regards.Since the matter is for separate investigation and pending such investigation we areunable to comment on the classification of such transaction in the books of accounts ofIBMA.

The matters stated above could also have a consequential impact on the measurement anddisclosure of information provided under but not limited to statement of profit and lossprovision for tax cash flow statement segment information and earnings per share forthe year ended March 312015 in these Financial Statements.” [Refer note 78 of theconsolidated financial statements of the FTIL Group]

Management response:

Since the matters mentioned are under investigation/sub judice impact on financialstatement if any cannot be ascertained at this stage.

Qualification 2(f) in auditors Report

“The trade receivables and other receivables are subject to confirmation andreconciliation. During the course of preparation of Financial Statements of respectiveCompany letter of confirmations have been sent to various parties by the respectivecompany with a request to confirm the balances as on March 312015. However fewconfirmations have been received. The management however does not expect any materialchanges on account of such reconciliation/ non receipt of the confirmation from parties.However the balances between The Company and IBMA in respect of Exchange Operations aresubject to reconciliation. In many cases legal notices have been sent to parties; howeverwe are unable to form any opinion on recoverability of the outstanding balances of suchparties”.

Management response:

In case of NSEL majority in value of the trade & other receivables loans andadvances etc. are confirmed and such confirmation are available on record. Someconfirmations were received from debtors which were not in agreement with the balancesshown in the books of accounts. Reconciliation process has been undertaken for

such accounts. However the management does not envisage any significant impact of thesame on the financials. In case of IBMA it is following up with the parties who haveoutstanding receivables and have sent legal notices in all suitable cases. Further legalsteps are being explored by the IBMA looking at the materiality aspect of the outstandingamounts. The process of reconciliation is currently underway and the management as per theinformation currently available does not expect any material impact on the profit and lossstatement.

Qualification 2(g) in Auditors Report

“As stated in note no. 41 of notes to accounts in earlier financial years theIBMA had rendered services to one M/s SnP Designs Pvt. Ltd. (SnP) relating to trade infuture commodity contracts. At the end of the year a sum of Rs. 7747.18 lacs was due andreceivable on account of such services from SnP The Managing Director and majorityshareholder of SnP is Mrs. Shalini Sinha the wife of Mr. Anjani Sinha (then Director andKMP of NSEL as well as IBMA).Such relationship was not informed by Mr. Anjani Sinha. Nomoney has been received from SnP despite of substantial amounts due and outstanding. SnPdenied having any liability to pay to the IBMA and the matter is under dispute. It hasbeen informed by management that such transactions were carried out on the instructionissued by erstwhile director of Company Mr. Anjani Sinha who was managing the affairs ofcompany.” [Refer note 66(c) of the consolidated financial statements of the FTILGroup]

Management response:

Post the crisis that ensued at NSEL NSEL appointed an Internal Enquiry Committee (IIC)to investigate and report on matters in relation to the crisis. IIC also covered tradesundertaken by IBMA on future commodity exchanges on behalf of SNP Designs Pvt Ltd (SNP) interms of an agreement signed between IBMA and SNP IIC observed that such trades wereexecuted on the directions of erstwhile director and Key Managerial Personnel Mr. AnjaniSinha and as per the available records Mr. Anjani Sinha was exclusively dealing with SNPand no efforts were made by him to recover the outstanding from SNP No funds were receivedby IBMA during the course of the trades. Board of IBMA did not approve of such tradesexecuted on behalf of SNP The trades for SNP were executed by Mr. Anjani Sinha withoutinforming the board.

Pursuant to the forensic audit report of Grant Thornton India LLP the IBMA came to knowthat Mrs. Shalini Sinha wife of erstwhile director and KMP Mr. Anjani Sinha was theManaging Director and major shareholder of SNP Designs Pvt. Ltd. The details of suchrelationship were not disclosed by Mr. Anjani Sinha to the board of directors. SNP hadconfirmed the balance outstanding to IBMA as on 31st March 2013 and continued transactingwith IBMA until July 2013. Later when the demand was raised by the Company SNP deniedowing any liability to IBMA. IBMA had sent a legal notice rebutting their contention inresponse to their reply. In the wake of such irregularities and on directions receivedfrom the holding Company NSEL Mr. Anjani Sinha was removed from the Board of Directors ofIBMA on 23rd October 2013. IBMA is in the process of filing a suit in the Hon’bleBombay High court under Civil jurisdiction praying inter-alia to pass an order directingSNP to pay the outstanding sum with interest.

Qualification 2(h) in Auditors Report

“As stated in 5 (b) of basis of qualification in Auditors report of IBMA IBMA hasmade provision for bad and doubtful debts for Rs. 2049.66 lacs in case of receivables forsale and services entered by the IBMA. As per opinion formed by IBMA’s Auditor theCompany should have provided 100% of all its bad and doubtful debts and other receivables.Accordingly had this provided for entire amount as provision for bad and doubtful debts(including other receivables) the amount of provisions should have been higher by Rs.4097.93 lacs”

Management response:

As detailed in above responses IBMA has taken steps towards recovery of the overduereceivables. IBMA on prudent basis has provided for doubtful debts of Rs. 2049.66 lacs intotal for FY 2014-15 being 25% of the outstanding receivables of debtors for FY 2014-15and believes that such provision is currently reasonable.

Qualification 2(i) in Auditors Report

“The Company may be exposed to liabilities in case of any adverse outcome of theseinvestigations/enquiries or legal cases or any other investigations as referred to in 2(a)to 2(e) above enquires or suits which may arise at a later date. In the light of theabove the outcome of which is not presently known and is uncertain at this stage we arenot able to comment on the impact in respect of the same on these Consolidated FinancialStatements. Also the matters stated above could also have a consequential impact on themeasurement and disclosure of information provided but not limited to profit/(loss)before tax provision for tax cash flow statement segment information and earnings pershare for the year ended March 31 2015 in these Consolidated Financial Statements”.

Management Response:

The consequential impacts of the aforesaid qualifications are dependent on the outcomesof the various investigations/ hearings pending in various Fora and hence presently notknown and is uncertain at this stage.

Comments on the observation made in Secretarial Audit Report:

Observation made in Secretarial Audit Report:

Mr. Miten Mehta (DIN: 06749055) Non-Executive Director of the Company was paidconsultancy fee for professional services rendered by him for which the Company is seekingapproval of the shareholders pursuant to Section 188 (1)(f) of the Act and a Notice dated24th July 2015 for voting by postal ballot on the same has been issued by the Company.

Management Response:

The Company has sought approval of the members through Postal Ballot in terms ofSection 188(1)(f) of the Act for the rendering of services of professional nature to theCompany by Mr. Miten Mehta pursuant to Section 197(4) of the Act. The Postal Ballot noticeas approved by the Board of Directors at its meeting held on July 24 2015 has beendispatched and the results of the same will be announced on September 12015.


The Company follows a stable dividend payout policy. Your Company has paid consecutivedividends for the past 37 quarters which is in accordance with sustainable dividend payoutpolicy of the Company and linked to its long term growth objectives. During the year underreview your Company paid three interim dividends totaling Rs. 5529.42. Lacs (Rs. 12 pershare on par value of Rs. 2/- per share). The Directors have recommended a final dividendof Rs. 5/- per share subject to the approval of the members at the ensuing Annual GeneralMeeting. The total dividend - including interim and final - aggregates to Rs. 17/- pershare for the financial year ended 31st March 2015 (previous year Rs. 8/- per share onpar value of Rs. 2/- each). The total appropriation on account of interim and finaldividend and tax thereon amounts to Rs. 8302.38 Lacs.

The final dividend if approved will be paid to those members whose names appear inthe Register of Members as on the date of the Annual General Meeting.

The break-up of the dividend payouts are as under:

(Rs. in Lacs except dividend per share data)

Interim Dividends

Final Dividend
1st Interim 2nd Interim 3rd Interim Proposed Total
Dividend per share 2.00 5.00 5.00 5.00 17.00
Dividend 921.57 2303.93 2303.93 2303.93 7833.35
Tax _* _* _* 469.03 469.03
TOTAL 921.57 2303.93 2303.93 2772.96 8302.38

*As per statutory provisions tax payable on distribution of dividend is adjustedagainst tax payable on dividend received from a foreign subsidiary company.


Your Company did not transfer any sum to General Reserve for the year under review.


There was no change in the Share Capital of the Company during the year under review.As on 31st March 2015 the paid-up equity Share Capital of your Company stood at Rs.921.57 Lacs comprising of 46078537 equity shares of Rs. 2/- each.


Management Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement with the Stock Exchanges in India is presentedin a separate section forming part of this Annual Report.


During the year under review the following companies have ceased to be Company’ssubsidiary step-down subsidiaries and associate companies:

Name of the Subsidiary Date of cessation
National Bulk Handling corporation Limited April 25 2014
Boursa India Limited August 19 2014
Trans-Global credit and Finance Limited August 19 2014
Takshashila academia of Economic Research Limited September 15 2014
Financial Technologies Projects Private Limited (Mauritius) March 26 2015*
Step Down [Subsidiary of Bourse Africa (Botswana) Limited] Date of cessation
Bourse Africa (Kenya) Limited May 7 2014
IOX Africa Limited May 19 2014
Bourse Tanzania Limited May 28 2014
Bourse Uganda Limited June 10 2014
Bourse Exchange Nigeria Limited January 19 2015
Bourse Zambia Ltd January 24 2015
Associate Companies Date of cessation
Indian Energy Exchange Limited May 13 2014

*Dissolved on June 18 2015

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-1as Annexure - I and the same forms part of this report. The statement also provides thedetails of performance financial positions of each of the subsidiaries and joint venturecompany.

The Policy for determining material subsidiaries as approved by the Board may beaccessed on the Company’s website at the 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 by Clause 49 of the Listing Agreement is annexed hereto andforms part of this Annual Report. A Certificate from the Auditors of the Companyconfirming compliance with Corporate Governance norms is annexed to the report onCorporate Governance.


The Business Responsibility Reporting as required under Clause 55 of the ListingAgreement with the Stock Exchanges is not applicable to your Company for the financialyear ended March 312015.


In line with the requirements of the Companies Act 2013 and Equity Listing Agreementyour Company has formulated a Policy on Related Party Transactions which is available onCompany’s website at Transactions-Policy.pdf. The Policy isto ensure that proper reporting approval and disclosure processes are in place for alltransactions 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 arm’s length basis. During theyear your Company did not enter into any arrangement / transaction with related partieswhich could be considered material in accordance with Clause 49(VII) of Listing Agreementon Related Party Transactions i.e. transactions exceeding ten percent of the annualconsolidated turnover as per the last audited financial statements and accordingly thedisclosure of Related Party Transactions in Form AOC 2 as required under Section 134(3)(h) of the Companies Act 2013 is not applicable. However as required under AccountingStandard 18 names of Related Parties and details of transactions with them have beenincluded in Note no. 37 to the standalone financial statements provided in the AnnualReport and pursuant to Section 188(1)(f) of the Act approval is sought through PostalBallot for rendering of services of professional nature to the Company by Mr. Miten Mehtathe same being in the ordinary course of the business and at arm’s length and coveredunder Section 197 (4) of the Act.


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 forms part ofthis report. The policy is available on the website of the company at the 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 identifies risks which are related to thebusiness and overall 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.


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.


During the year under review Mr. Anil Singhvi and Mr. Berjis Desai were appointed asAdditional (Non-Executive - NonIndependent) Directors w.e.f. November 7 2014. FurtherMr. Sunil Shah and Mr. Miten Mehta were appointed as Additional (Non-Executive -Non-Independent) Directors w.e.f. November 20 2014.

Ms. Nisha Dutt was appointed as Additional (Non-Executive -Independent) Director w.e.f.November 20 2014 and it is proposed to appoint Ms. Nisha Dutt as Indpendent Director notliable to retire by rotation for a period of five years from the date of ensuing AnnualGeneral Meeting.

The Company has received notices under Section 160 of the Act along with the requisitedeposit proposing appointments of Directors as detailed in the AGM Notice.

Mr. Prashant Desai was appointed as Additional Director w.e.f. November 7 2014 anddesignated as Whole-time Director with effect from same date. Further he was re-desginated as Managing Director and Chief Executive Officer (CEO) of the Company w.e.f.November 212014. Mr. Jigish Sonagara and Mr. Rajendra Mehta were appointed as AdditionalDirectors w.e.f. November 21 2014. The Board has also appointed them as Whole-timeDirectors with effect from the same date for a period of three years.

The Company has an on-going Postal Ballot as approved by the Board of Directors attheir meeting held on July 24 2015 under which approval of shareholders is sought inter-alia for the appointment of Mr. Prashant Desai Mr. Jigish Sonagara and Mr. Rajendra Mehtaas Directors. The results of the same will be announced on September 12015.

During the year under review Mr. Venkat Chary Justice Rajan J. Kochar (Retd.) Mr.Achudanarayanan Nagarajan and Mr. Rajendran Soundaram were appointed as IndependentDirectors not liable to retire by rotation for a period of five years at the annualgeneral meeting of the Company held on September 23 2014.

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 Clause 49 of the Listing Agreement.

Further during the year Mr. Jignesh Shah Mr. Dewang Neralla and Mr. Manjay Shahresigned from the Board w.e.f. November 20 2014 as the Managing Director and WholetimeDirectors of the Company respectively.

The Board has placed on record its appreciation for the invaluable contribution made byMr. Jignesh Shah during his tenure as the Managing Director of the Company making theCompany a leading technology provider in the financial sector and being globally thesecond largest company with licensing volumes Mr. Dewang Neralla as Whole-time Directorputting his enormous efforts to shape the technology edge of the Company and Mr. ManjayShah as Whole-time Director who has contributed greatly in the overall growth anddevelopment of the Company ensuring 80% market share for the Company.


With effect from November 212014 the Board suo-motto appointed Mr. Jignesh Shah asthe Chairman Emeritus and Mentor of the Company a non-board position for advising andmentoring the Company specially in relation to fulfillment of the Company’s vision ofFT 3.0 and other strategic matters.

As the Company has grown into a formidable technology player and is in the process ofimplementing its Founder’s vision for ‘Digital India @ 2025’ as part of FT3.0 which is transformation of the Company into becoming the de facto ‘poweredby’ technology partner of choice for new digital giants in sectors like retaileducation healthcare agriculture environment infrastructure and space over the next 10years on the invitation of the Board Mr. Jignesh Shah has agreed to act as the ChairmanEmeritus and Mentor to the Company to nurture and inspire the Company’s future visionof FT 3.0 wearing his creative hat and to guide the implementation thereof. In his newrole Mr. Jignesh Shah will not be involved in the management of the Company.


Your Company has created national assets like MCX IEX SMX NBHC etc over the lastseveral years. Without prejudice to its legal rights and remedies your Company had toforce-exit from these assets and created significant cash reserves. The team played acritical role in the creation of IP and getting the fair value for them through exits. Thetotal divestments till date exceed Rs. 2000 cr. The one time reward was necessary to keepthe team motivated for the next phase of growth of the Company. Your Company under theguidance of the Board has rewarded the people responsible for the creation and exit ofthese assets through a one-time incentive which was capped at 1% of the total divestment.This is a one-time incentive and will not be a recurring expenditure. The salary of theteam continues to remain same.

Details Name of employee Amount (Rs. Lacs)
One-time Incentive paid to employees during FY 2014-15 for divestment of assets in 2014-15 Mr Paras ajmera 720.0
Mr Prashant Desai* 480.0
Mr Jigish Sonagara* 100.0
Mr Dewang Neralla 38.5
Mr Manjay Shah 38.5
Mr Devendra agrawal 25.0
Mr ashish Kakade 20.0
Mr Jatin Doshi 10.0
Mr Hariraj chouhan 7.5
Mr Sheetal Dhawan 5.0
Amount of commission provision for FY 2014-15 to Executive Directors to be paid in FY 2015-16 after approval of annual accounts by the shareholders. Mr Jignesh Shah 450.0
Mr Prashant Desai* 325.0
Mr Jigish Sonagara* 125.0
Mr Rajendra Mehta* 100.0
Amount of salary as cost to Company (CTC*) payable for 2015-16 *CTC includes company contribution to provident fund gratuity insurance etc Mr Prashant Desai* 180.0
Mr Jigish Sonagara* 180.0
Mr rajendra Mehta* 120.0
Mr Dewang Neralla** (MD&ceo of atom) 180.0
Mr Manjay Shah** (MD of Tickerplant) 240.0
Mr Paras ajmera 240.0
Mr Devendra agrawal 80.0
Mr hariraj chouhan 41.0
Mr Jatin Doshi 35.0
Mr ashish Kakade 32.0
Mr Sheetal Dhawan 27.5

*All Executive Directors of the Company have given their written consent to theRemuneration Committee that they will only draw salaries with nominal increment if givenfor the next two years.

** They have also given their consent that they will only draw salaries with nominalincrement if given for the next two years.


As per the accounting standards and as reported in previous annual reports Mr. JigneshShah Managing Director Mr. Dewang Neralla Whole-time Director and Mr. Manjay ShahWhole-time Director designated as Key Managerial Personnel ceased to hold office as suchw.e.f. November 20 2014.

During the year under review the Company has appointed following persons as KeyManagerial Personnel:

Sr. No. Name of the person Designation
1 Mr. Prashant Desai Managing Director & Chief Executive Officer w.e.f. 21/11/2014
2 Mr. Jigish Sonagara whole-time Director w.e.f. 21/11/2014
3 Mr. Rajendra Mehta whole-time Director w.e.f. 21/11/2014
4 Mr. Devendra Agrawal Chief Financial Officer w.e.f. 05/11/2014
5 Mr. Hariraj chouhan Company Secretary w.e.f. 05/11/2014


The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which includes criteria for performanceevaluation of the non-executive directors and executive directors. One of the keyfunctions of the Board is to monitor and review the board evaluation framework.

In a separate meeting held of Independent Directors it was agreed that since majorityof the Board members are newly inducted it would be pre-mature to have a review of theirperformance as only a very short period has elapsed since their induction on the Board.

It was also agreed to have a set of parameters prepared and circulated to all thenon-executive Directors for their review and comments and the current methods ofevaluation and parameters adopted by the Company for Managing Director/Whole-timeDirectors would be considered by the Board for their evaluation.


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


The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms 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 inAnnexure - 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 disclosures pertaining to remuneration and other details and a statement showing thenames and other particulars of the employees drawing remuneration in excess of the limitsset out in the said Rules are given in Annexure - V and the same forms part of thisreport.


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 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 financial year 2014-15 the Company has not received any complaints onsexual harassment and hence no complaints remain pending as of March 312015.


There are no significant or material orders passed by the Regulators or Courts orTribunals which impact the going concern status and Company’s operations in future.The details of litigation including tax matters are disclosed in the notes to theFinancial Statements which 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. 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.


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 2015 withregards to the Employees Stock Option Plan and as per the Act are given in Annexure - VIand 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 ratification of theirappointment at every AGM.

The Company has received a confirmation from M/s. Sharp & Tannan Associates to theeffect that their appointment if ratified at the ensuing AGM would be in terms ofSections 139 and 141 of the Act and rules made thereunder. The Board proposes to themembers to ratify the said appointment of M/s. Sharp & Tannan Associates.


There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe 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 2014-15. The Secretarial Audit Report for the financial year ended March31 2015 is annexed herewith marked as Annexure - VII and the same forms part of thisreport. The observations made in the Secretarial Audit Report are mentioned elsewhere inthis report.


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.


At Financial Technologies we strongly believe in open communication at all timesacross levels. Varied communication channels such as Departmental meets HOD meets HRZone (e-HR) FTIL HR Communication and HR4U e-mail facility have ensured that the HR teamis always around the corner and is available to listen to and help human resources. All ofour processes are fully automated and online thus ensuring that information is availableat fingertips for employees as well as speed in operations. As of 31 st March 2015 FTILhad employee strength of 872.

Our Company went through a major crisis last year. The human resources oriented culturein the Company has helped us to tide over this crisis by keeping the confidence of theemployees in the strength of the business verticals intact. This ensured that ourattrition did not escalate substantially and our focus on customers and developmentremained constant.

One of the cornerstones of our crisis management strategy has been to communicateconstantly with our employees over the last one year. Many HR Connect sessions were alsoheld to address the employee concerns and strengthen the bonding across levels.FTIL’s confidence in its ability to innovate and technological strength and grow inchallenging times was reiterated in open houses/connect sessions.

It is to be noted that 62% of our current employees have worked with the Company formore than 3 years. Our attrition rate even in the year of crisis i.e. 14/15 was 28% whicheven though slightly higher than the past few years is still lower than comparabletechnology companies across India.

To acknowledge the efforts and commitment of staff in challenging times a loyaltybonus was announced. The Loyalty Bonus was paid to FTIL staff who has completed minimum 3years of association/service with Organization as on 31st March 2015. This has helped usto boost the employee confidence in the Organization and also led to enhanced retention ofskilled staff Even during the times of crisis FTIL’s HR department has ensured thattheir well-established processes continue to be honored and followed i.e. inductiontraining performance management etc.

Many employee connect and engagement initiatives like Stepthlon PUMA Urban StampedeStills Photography contest CSR focused activities like Blood Donation drive ClothesDonation Drive Contribution for J&K Flood relief were conducted. This has led togreater employee bonding.

Financial Technologies continues to believe strongly in the ability and quality of itsHuman Resources and has already started working on the next phase of FTIL’s growth.FTIL treats its employees as integral partners in the organization’s existence andgrowth.


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 to place on record their appreciation for the continuedsupport of investors business associates and the contribution made by the employees atall levels.

For and on behalf of the Board of Directors

Venkat Chary Prashant Desai
Place: Pawana Nagar Pune Chairman Managing Director & CEO
Date: August 8 2015 DIN:00273036 DIN: 01578418