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Directors Report of Dion Global Solutions Ltd.

Mar 31, 2015

Dear Members,

Dion Global Solutions Limited

The Board of Directors of Dion Global Solutions Limited ("the Company") with immense pleasure presenting their 20th Annual Report on the business and operations of your Company along with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2015.

FINANCIAL RESULTS

The highlights of Standalone and Consolidated financial results of the Company for the Financial Years 2014-15 and 2013-14 are as under:

(Rs. in Crores)

Particulars Standalone Consolidated

2014-15 2013-14 2014-15 2013-14

Revenue from Operations 35.15 40.29 288.75 222.79

Other Operating Income - 0.05 0.88 0.05

Operating Expenses 37.29 35.08 254.47 254.94

EBITDA (2.13) 5.26 35.16 (32.10)

Depreciation 1.46 1.91 15.75 16.15

Non-Operating Income 11.74 17.55 15.81 23.12

Non-Operating Expenses - - - (0.71)

EBIT 8.15 20.91 35.22 (24.43)

Finance Cost 20.48 22.37 32.87 31.01

Net Profit/ (Loss) Before Tax (12.33) (1.46) 2.36 (55.43)

Tax - - 1.13 1.53

Net Profit/ (Loss) After Tax (12.33) (1.46) 1.23 (56.96)

Minority Interest - - (2.69) (4.20)

Net Profit / (Loss) for the Year (12.33) (1.46) 3.92 (52.76)

Brought Forward Loss (2.85) (1.39) (117.15) (64.41)

Total Accumulated Losses (15.18) (2.85) (113.23) (117.17)

Additional Depreciation on Fixed Assets (0.22) - (0.22) -

Other Adjustments - - - 0.02

Net Brought Forward Loss (15.40) (2.85) (113.45) (117.15)

BUSINESS OVERVIEW

During the financial year 2014-15, the Consolidated Income of the Company increased to Rs. 289.63 Crore as against Consolidated Income of Rs. 222.84 Crore in financial year 2013-14 registering a growth of more than 30%. The growth during the year was led by larger contract size and more multi product deals. The geographic split of revenue was 49% share of Europe, 22% share of ANZ and 29% from rest of the World.

The Consolidated Earnings before Interest, Depreciation and Tax shows an improvement from Rs. (32.10) Crore in financial year 2013-14 to Rs. 35.16 Crore during the period under review. The Consolidated Profit after Tax of Rs. 3.92 Crore during the year under review as against a Consolidated Net Loss of Rs. 52.76 Crore in the previous financial year reflects a significant improvement of more than 100%.

The key operational highlights of the Company during the financial year ended March 31, 2015 are as under:

- Continued rapid revenue growth and strong customer adoption

- Further enhancement and version releases across products

- Installations of FATCA Compliance Solutions at 13 international banks across 4 continents.

- Completion of acquisition of Swiss Risk Financial Systems (since renamed Dion Global Solutions GmbH) after initially acquiring a controlling stake in January 2012

- Restructuring of business by divisionalising into three divisions: Broker & Wealth Solutions, Data Intelligence and Risk Analytics.

DIVIDEND AND TRANSFER TO RESERVES

Keeping in view the losses for the year under review, the Board of Directors of your Company has not recommended any dividend for the financial year ended March 31, 2015. Accordingly, there has been no transfer to general reserves.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the financial year under review, as stipulated under Clause 49 of the Listing Agreement with the BSE Limited, is presented in a separate section and forms part of this Report.

AWARDS AND RECOGNITIONS

Your Company continued its quest for excellence in its chosen area of business to emerge as a true brand. Several awards and recognitions continue to endorse your Company and its subsidiaries as a leader in the industry. The awards and recognitions received during the period under review includes the following:

- Dion Global Solutions (UK) Limited has been awarded the "Best Wealth Management Solution award" for the third consecutive year at the Systems in the City Awards 2014 held in London.

- The Company's Noida development Centre has become CMMi level 3 certified.

SHARE CAPITAL

During the period under review, there has been no change in the Share Capital of the Company.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return in Form No. MGT 9 is presented in a separate section and is annexed herewith as Annexure - A to this Report.

DETAILS OF SUBSIDIARIES / JOINT VENTURES / ASSOCIATES COMPANIES

During the year under review, Imagnos AG, a step down subsidiary of your Company, has been dissolved and consequently, ceased to be a subsidiary of the Company.

Further, Dion Global Solutions (UK) Limited, a step down subsidiary of your Company, has acquired balance 49%

stake in Dion Global Solutions Gmbh ("Dion Gmbh"), another step down subsidiary of your Company and consequently, Dion Gmbh has now become a wholly owned step down subsidiary of your Company.

During the year under review, the Board of Directors has formulated a Policy on Subsidiaries which has been up- loaded on the Company's Website and can be accessed through the link http://investors.dionalobal.com/pdf/policv/ Policv-on-Subsidiaries.pdf

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES. ASSOCIATES AND JOINT VENTURE COMPANIES

In terms of Section 129(3) of the Companies Act, 2013 (Act) a separate statement containing the salient features of the financial statement of Company's subsidiaries in Form AOC - 1 is attached to the Consolidated Financial State- ments of the Company. The said statement contains a re- port on the performance and financial position of each of the subsidiaries included in the Consolidated Financial Statement and hence is not repeated here for the sake of brevity.

The Company will provide a copy of separate annual fi- nancial statements in respect of each of its subsidiary to any shareholder of the Company who asks for it.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Clause 32 of the Listing Agreement and Section 129 of the Companies Act, 2013, (Act), Consolidated Financial Statements of your Company and all its subsidiaries, duly audited by the Statutory Auditors of the Company,is published in this Annual Report. The Consolidated Financial Statements are prepared in terms of the Accounting Standards as per Companies (Accounting Standard) Rules 2006 and referred to in Sections 129 & 133 of the Act

PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 have been disclosed in the notes forming part of the Financial Statements.

RELATED PARTIES

All Related PartyTransactions that were entered into during the financial year under review were in the ordinary course of business and on an arm's length basis. There were no materially significant transactions with related parties in the financial year which were in conflict with the interest of the Company. The details of the transactions with related parties are provided in the notes to accompanying standalone financial statements.

All Related Party Transactions are placed before the Audit Committee for approval as required under Clause 49 of the Listing Agreement. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. A statement giving details of all related party transactions entered into pursuant to the omnibus approval so granted is placed before the Audit Committee for their review on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website and can be accessed through the link: http:// investors.dionalobal.com/pdf/policv/Related-Partv- Transactions-Policv.pdf

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. except to the extent of sitting fees paid to them.

Disclosures as required Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Form AOC-2 annexed herewith as Annexure - B and forms part of this Report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place an adequate internal financial control systems commensurate with its size and the nature of its operations. These have been designed to ensure that the financial and other records are reliable for preparing financial and other statements, maintaining accountability of assets, complying with applicable statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies.

An extensive programme of internal audits and management reviews supplements the process of internal financial control framework. Properly documented policies, guidelines and procedures are laid down for this purpose. In addition, the Company has identified and documented the risks and controls for each process that has a relationship to the financial operations and reporting.

RISK MANAGEMENT POLICY

The Company has developed and implemented a Risk Management Policy to mitigate the various risks that can impact the ability to achieve its strategic objectives. The policy covers various risk specific to your Company such as business dynamics; business operations risks, liquidity risks, foreign exchange and various others risks as well.

Your Company adopts systematic approach to mitigate risks associated with accomplishment of objectives, operations, revenues and regulations. The Company believes that this would ensure mitigating steps proactively and help to achieve stated objectives.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review, Mr. Shachindra Nath, Non- Executive Director, has resigned from the Board of Directors of the Company with effect from February 09, 2015. The Board of Directors placed on record its deep appreciation for the valuable services and guidance provided by him during his tenure as Director of the Company.

Pursuant to the provisions of Section 149 of the Companies Act, 2013 ("Act") which came into effect from April 1,2014, Mr. Padam Narain Bahl, Mr. Rama Krishna Shetty and Mr. Vikram Sahgal were appointed as Independent Directors of the Company at the Annual General Meeting of the Company held on September 11, 2014 for a term of 5 (five) years.

Further, the Board of Directors had, on the recommendation of the Nomination & Remuneration Committee (Committee), appointed Mr. John Lane Lowrey as an Additional Director (in the category of Non-Executive Non-Independent Director) on February 09, 2015 and

Ms. Nishtha Sareen as an Additional Director and Whole- time Director of the Company on March 31, 2015

Subsequent to the financial year ended March 31, 2015, the Board of Directors had, on the recommendation of the Committee, appointed Mr. Rashi Dhir and Dr. Vandana Nadig Nair (in the category of Non-Executive Independent Director) and Mr. Balinder Singh Dhillon (in the category of Non-Executive Non-Independent Director) as Additional Directors on May 11,2015 and Mr. Daljit Singh and Mr. Varun Sood (in the category of Non-Executive Non-Independent Director) and Dr. Gaurav Laroia (in the category of Non- Executive Independent Director) as Additional Directors on August 04, 2015 respectively.

In terms of Section 161 of the Act, Mr. Balinder Singh Dhillon, Mr. Daljit Singh, Mr. Varun Sood, Mr. Rashi Dhir, Dr. Vandana Nadig Nair and Dr. Gaurav Laroia would hold office upto the date of the ensuing Annual General Meeting (AGM) of the Company.

The Company has received notices in writing from a Member along with the deposit of requisite amount proposing Mr. Balinder Singh Dhillon, Mr. Daljit Singh, Mr. Varun Sood, Mr. Rashi Dhir, Dr. Vandana Nadig Nair and Dr. Gaurav Laroia for appointment as Directors of the Company. The Committee and the Board of Directors recommends their appointments.

Pursuant to Section 149(10) of the Act, the Board of Directors also recommends, the appointment of Mr. Rashi Dhir, Dr. Vandana Nadig Nair and Dr. Gaurav Laroia as Independent Directors of the Company for a term of 5 (five) consecutive years from the respective date of their appointment as Additional Directors, at the ensuing AGM of the Company.

The Company has received from each of Mr. Rashi Dhir, Dr. Vandana Nadig Nair and Dr. Gaurav Laroia declarations to the effect that they meets the criteria of independence as provided in Section 149 (6) of the Act and Clause 49 of the Listing Agreement.

In the opinion of the Board, Mr. Rashi Dhir, Dr. Vandana Nadig Nair and Dr. Gaurav Laroia fulfills the conditions for appointment as Independent Directors as specified in the Act and Rules made thereunder and each of them is independent of the management.

Subsequent to the financial year ended March 31, 2015, Mr. Hemant Dhingra & Mr. Pradeep Ratilal Raniga, Non- Executive Directors, and Ms. Nishtha Sareen, Whole-time Director of the Company have resigned from the office of Directors of the Company with effect from May 11, 2015. Further, Mr. John Lane Lowrey and Mr. Vikram Sahgal have also resigned from the office of Directors of the Company with effect from July 19, 2015 and August 4, 2015 respectively. The Board of Directors placed on records its deep appreciation for the valuable services and guidance provided by them during their tenure as Directors of the Company.

In terms of the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Maninder Singh Grewal, Non-Executive Director, is liable to retire by rotation at the ensuing AGM of the Company and being eligible has offered himself for re-appointment. The Committee and the Board of Directors recommends his re-appointment.

Brief resume of the Directors seeking appointment and re- appointment along with other details as stipulated under Clause 49 of the Listing Agreement, are provided in the Notice for convening the AGM of the Company.

All Independent Directors have submitted declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Clause 49 of the Listing Agreement.

Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1,2014, Mr. Ralph James Horne, Global CEO & Managing Director, Mr. Tanmaya Das, Chief Financial Officer and Mr. Tarun Rastogi, Company Secretary are the Key Managerial Personnel of the Company.

BOARD / COMMITTEE COMPOSITION AND MEETINGS

The Board of Directors of the Company met five times during the financial year 2014-15. The details of composition of Board and Committee and their meetings held during the year under review are provided in the Report on Corporate Governance, which forms part of this report. The intervening gap between two meetings of the Board was within the period prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee and Stakeholder's Relationship Committee.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination & Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, constructive contribution to discussion and strategy, etc.

The summary of the evaluation reports were presented to the respective Committees and the Board for their consideration.The Board of Directors expressed their satisfaction with the Annual Performance Evaluation process and evaluation results.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the board as a whole and performance of the Chairman was also evaluated.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for appointment of Directors, Key Managerial Personnel and their remuneration as well as policy on Other Employees remuneration. Details of the Remuneration Policy is provided in the Report on Corporate Governance which forms part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors, based on the representation as provided to the Board by the management, confirm that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanations relating to material departures, wherever applicable;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015, and of the loss of the Company for the year under review;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts for the financial year ended March 31, 2015 on a 'going concern' basis.

(e) the directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure proper compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

REPORT ON CORPORATE GOVERNANCE

Your Company continues to be committed to uphold the standards of Corporate Governance and adhere to the requirements set out by Clause 49 of the Listing Agreement with the BSE Limited.

A detailed Report on Corporate Governance along with the Certificate of M/s. RB & Associates, Company Secretaries in Practice, confirming the compliance to the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is set out in this Annual Report and forms an integral part of this Report.

AUDITORS Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s S.S. Kothari Mehta & Co. (Firm Registration No. 000756N), Chartered Accountants, were appointed as Statutory Auditors of the Company from the conclusion of the 19th Annual General Meeting (AGM)

of the Company held on September 11, 2014 till the conclusion of the 21st AGM of the Company to be held in the year 2016, subject to ratification of their appointment at every AGM.

The Company has received a written confirmation from them to the effect that their ratification, if made, would be within the limits specified under the Act and that they are not disqualified from being re-appointment as Auditors of the Company.

Based on the recommendations of the Audit Committee, the Board of Directors of the Company recommends the ratification of appointment of M/s S. S Kothari Mehta & Co. as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 21st AGM of the Company to be held in the year 2016.

The Statutory Auditors' Report does not contain any qualification, reservation or adverse remark. Further, the observations of the Auditors in their report read together with the Notes to Financial Statements are self-explanatory and therefore, in the opinion of the Board of Directors, do not call for any further explanation.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 ("Act") and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2015, the Company has appointed M/s MZ & Associates as the Secretarial Auditor to undertake the Secretarial Audit of the Company for the financial year 2014-15.

The Secretarial Audit Report of the Company for the financial year ended March 31, 2015, is annexed herewith as Annexure - C to this Report. The observations in the said report are self-explanatory and therefore, in the opinion of the Board of Directors, do not call for any further explanation.

PUBLIC DEPOSITS

During the year under review, your Company has neither invited nor accepted any deposits from public pursuant to the provisions of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 and therefore, no amount of principal or interest was outstanding in respect of deposits from the Public as of the date of Balance Sheet.

LISTING WITH STOCK EXCHANGE

The Equity Shares of your Company continue to be listed on BSE Limited ("BSE"). The Annual Listing Fee for the financial year 2015-16 has been paid to the BSE.

EMPLOYEE STOCK OPTION SCHEME

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter-alia, administers and monitors the Employees' Stock Option Schemes of the Company.

Disclosure pursuant to the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("SEBI Guidelines"), for Dion Global Employees Stock Option Scheme, 2011 ("ESOS-2011") for the financial year ended March 31, 2015 is available at investors.dionalobal.com/ESOP-Disclosures.aspx and forms part of this Report.

The Members of the Company at their Extra-ordinary General Meeting held on April 12, 2013 had approved Dion Global Employee Stock Option Scheme - 2013 ("ESOS - 2013") for the employees of the Company and employees of the Holding Company (if any) / Subsidiary Companies of the Company. However, till date no Stock Options have been granted under ESOS - 2013.

There is no material change in both the Schemes during the financial year. The certificate from Statutory Auditors of the Company confirming that Schemes have been implemented in accordance with the SEBI Guidelines would be placed at the forthcoming Annual General Meeting of the Company for inspection by the Members.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis. The Company has taken the following steps:

1) With the consolidation of the majority of its global delivery capability in a single location in Noida, in a large open plan office with a high level of energy efficiency, where delivery teams work in conjunction with support services, the average monthly consumption of electricity has declined significantly from 18798 units to 10755 units in the month of March 2015.

2) Due to the use of Cloud based services for e-mail and intra-office communication almost all internal communications are routed via these channels and have significantly brought down telecom costs in the organization. 90% meetings are held online via VOIP services thereby further cutting down telecom costs. Further, also due to effective use of cloud based mailing and communication, it has enabled to reduce dependency on servers and in house data centers. This has had a direct impact on server, electricity, space, management and resource costs.

However, in view of the nature of activities which are being carried on by your Company, the particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company and hence not been provided.

The Company has continued to maintain focus on and avail of export opportunities based on economic considerations. The Company has earned Rs. 24.84 Crores (Previous Year: Rs. 25.67 Crores) in Foreign Exchange and incurred expenditure of Rs. 1.08 Crore (Previous Year: Rs. 0.73 Crore) in Foreign Exchange during the year under review on a standalone basis.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Statement of Particulars of Employees as required under Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. However, pursuant to Section 136 of the Act, this Report and Financial Statements are being sent to the Members and others entitled thereto excluding the aforesaid information and the said particulars are made available for inspection by the Members at the Registered Office of the Company during normal business hours on working days of the Company up to the date of the ensuing Annual General Meeting. The Members desirous of obtaining such particulars may write to the Company Secretary at the Registered Office/Corporate Office of the Company in this regard.

Disclosures of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as Annexure D and forms part of this Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has in place a mechanism in form of Whistle Blower Policy for Directors and employees of the Company to report their genuine concerns and to deal with instance of unethical practices, fraud and mismanagementor gross misconduct by the employees of the Company, if any that can lead to financial loss or reputational risk to the organization.

The details of the Whistle Blower Policy are provided in the Report on Corporate Governance and the Policy has also been uploaded on the website of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is committed to provide a healthy environment to all employees and thus does not tolerate any discrimination and/or harassment in any form. The Company has in place an Anti-Harassment and Grievance Redressal Policy. All employees (permanent, contractual, temporary, trainees) are covered under the said Policy. No case has been reported during the year under review.

HUMAN RESOURCES

Fiscal 2014 was a year of optimism and renewed vigour for Dion. HR policies and processes were strengthened to stay relevant to the changing demographics, enhanced organizational agility and remain compliant with the changing regulatory requirements. During the year, we focused on delivering excellence through our expertise and endeavored to create an environment of meritocracy that provides all our employees opportunities to excel, learn and progress. The Company through creation of robust business and people models aimed to create opportunities to accelerate into the next phase of growth globally. Learning and development continued to aim at excellence in building capability and multiple initiatives enabling growth of individuals and teams were launched. Dion is witnessing an exciting phase of growth and is fully geared to accelerate into the next level with confidence and conviction. it is an opportune time to think bigger, act faster and leap higher with greater vigour, velocity and enthusiasm towards scaling up to newer heights.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and it's operations in future.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Company's Bankers, Regulatory Bodies, Stakeholders including Financial Institutions and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors also gratefully acknowledge and appreciate the commitment and dedication of all the employees, that has contributed towards the growth and success of the Company.

For and on behalf of the Board For Dion Global Solutions Limited Sd/-

Place: New Delhi Maninder Singh Grewal

Date : August 4, 2015 Chairman


Mar 31, 2014

Dear Members,

Dion Global Solutions Limited

The Directors have immense pleasure in presenting this 19th Annual Report on the business and operations of the Company along with the Audited Accounts for the financial year ended March 31, 2014.

FINANCIAL HIGHLIGHTS

The brief highlights of Standalone and Consolidated financial results of the Company for the Financial Years 2013-14 and 2012-13 are as under:

Particulars Standalone 2013-14 2012-13

Revenue from Operations 40.29 34.24

Other Operating Income 0.05 1.18

Operating Expenses 35.08 35.10

EBITDA 5.26 0.32

Depreciation 1.91 2.00

Non-Operating Income 17.55 16.72 Non-Operating Expenses - 2.53

EBIT 20.91 12.51

Finance Cost 22.37 13.90

Net Profit/ (Loss) Before Tax (1.46) (1.39)

Tax - -

Net Profit/ (Loss) After Tax (1.46) (1.39)

Minority Interest - -

Net Profit / (Loss) for the Year (1.46) (1.39)

Brought Forward Loss (1.39) -

Total Accumulated Losses (2.85) (1.39)

Other Adjustments - -

Net Brought Forward Loss (2.85) (1.39)

Particulars Consolidated 2013-14 2012-13 Revenue from Operations 222.79 248.24

Other Operating Income 0.05 1.18

Operating Expenses 254.94 238.42

EBITDA (32.10) 11.00

Depreciation 16.15 14.97

Non-Operating Income 23.12 9.81

Non-Operating Expenses (0.71) 4.56

EBIT (24.43) 1.28

Finance Cost 31.01 22.66

Net Profit/ (Loss) Before Tax (55.43) (21.38)

Tax 1.53 1.10

Net Profit/ (Loss) After Tax (56.96) (22.48)

Minority Interest (4.20) (1.73)

Net Profit / (Loss) for the Year (52.76) (24.21)

Brought Forward Loss (64.41) (40.20)

Total Accumulated Losses (117.15) (64.41)

Other Adjustments 0.02 -

Net Brought Forward Loss (117.15) (64.41)

OPERATIONS

During the financial year under review, the Company has earned Consolidated Income ofRs. 222.84 Crore as against Consolidated Income ofRs. 249.42 Crore during the previous financial year. The Company has recorded consolidated net loss of Rs.52.76 Crore during the financial year under review as against consolidated net loss of Rs.24.21 Crore in the previous financial year.

The key operational highlights of the Company during the financial year ended March 31, 2014 are as under:

Dion launched TradeCentre in Australia, an intuitive and flexible advisory tool to cater to the new generation of traders in the community. TradeCentre was successfully deployed in a leading Australian financial services company since 1955

Dion enters a strategic alliance with the US Tax and Financial Services partner for FATCA who have been supporting Dion''s technical and regulatory product expertise by providing access to fully qualified tax

consultants, accountants and lawyers with over two decades of US tax compliance experience

Major international bank signed a multi year NOVA deal with Dion in Hong Kong that includes significant additional NOVA enhancements with the option for a further term

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year under review, as stipulated under Clause 49 of the Listing Agreement with the BSE Limited, is presented in a separate section and forms part of the Directors'' Report.

DIVIDEND

Keeping in view the losses of the Company during the financial year under review, your Directors have decided not to recommend any dividend for the financial year ended March 31, 2014

SUBSIDIARIES

The Members are aware that most of the provisions of Companies Act, 2013 have been applicable with effect from April 01, 2014. However, the Ministry of Corporate Affairs ("MCA") vide General Circular no 08/2014 dated April 04, 2014 has issued a clarification that financia statements including documents required to be attached thereto, auditors report and Board''s report in respect of financial years that commenced earlier than 1st April, 2014 shall be governed by the relevant provisions/Schedules/ rules of the Companies Act, 1956.

In terms of Section 212 of the Companies Act, 1956 ("the Act"), it is required to attach the Balance Sheet, Profit and Loss Account, Directors'' Report and Auditors'' Report of the Company''s subsidiaries to the Annual Report of the Company. The MCA vide its Circular no. 2/2011 dated February 8, 2011 ("Circular") had granted exemption to the companies from complying with the provisions of Section 212 of the Act subject to the compliance of the conditions stated in the Circular. In compliance with the requirement of aforesaid Circular, the Board of Directors has passed a resolution in its meeting held on May 27, 2014, for not attaching the documents of the subsidiaries of your Company as prescribed under Section 212(1) of the Act.

Accordingly, the Annual Report of the Company for the financial year 2013-2014 does not contain the Annua Accounts of the subsidiary companies. However, the Annual Accounts of the subsidiary companies and the related detailed information are open for inspection by any member and your Company will make available those documents/details upon request by any member of the Company or its subsidiary companies who may be nterested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by your Company includes financial information of its subsidiaries duly audited by the Statutory Auditors and the same is published in your Company''s Annual Report. The financial information of the subsidiary companies, as required by the said Circular, is also disclosed in the Annual Report of your Company.

AWARDS AND RECOGNITIONS

Your Company continued its quest for excellence in its chosen area of business to emerge as a true brand. Several awards and recognitions continue to endorse your Company and its subsidiaries as a leader in the industry. The awards and recognitions received during the period under review includes the following

- Dion Global Solutions (UK) Limited has been awarded the "Best Wealth Management Solution award" for the

second consecutive year at the Systems in the City Awards 2013 held in London

- The Company''s Noida development centre is certified for "Design, Development, Test, Delivery and Maintenance of Software Products & Solutions to Capital Market Participants Worldwide" as per the quality management system standard - ISO 9001:2008

- The Company was ranked 350 by Deloitte in their list of Top 500 fastest growing technology companies across Asia Pacific

EMPLOYEE STOCK OPTION SCHEME

Details as required under Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 pertaining to Dion Global Employee Stock Option Scheme - 2011 for the financial year ended March 31, 2014 are disclosed in the Report on Corporate Governance and forms part of the Annual Report.

The Members of the Company at their Extra-ordinary General Meeting held on April 12, 2013 had approved Dion Global Employee Stock Option Scheme - 2013 ("ESOS - 2013") for the employees of the Company and employees of the Holding Company (if any) / Subsidiary Companies of the Company. However, till date no Stock Options have been granted under ESOS-2013.

CHANGE IN CAPITAL STRUCTURE

During the period under review, there has been no change in the Share Capital of the Company.

DIRECTORS

During the period under review, Mr. Malvinder Mohan Singh, Non-Executive Chairman and Dr. Preetinder Singh Joshi, an Independent Director of the Company have resigned from the Board of Directors of the Company with effect from August 06, 2013. The Board of Directors placed on records its deep appreciation and gratitude for the valuable services and guidance provided by them during their tenure as Directors of the Company. The Board also places on record its appreciation for the faith reposed by the Promoters in the team of professionals leading the management.

Mr. Maninder Singh Grewal, a Non-Executive Director, was appointed as Non-Executive Chairman of the Board of Directors of the Company with effect from August 06, 2013

The Board of Directors and the Shareholders at their respective meetings held on August 06, 2013 and September 13, 2013 respectively approved the re- appointment of Mr. Ralph James Horne as Global CEO & Managing Director of the Company with effect from October 15, 2013 for a period of three years subject to the approval of the Central Government.

Mr. Hemant Dhingra was appointed as an Additional Director of the Company by the Board of Directors on February 6, 2014 pursuant to the provisions of Section 161 of the Companies Act, 2013 ("Act") and Articles of Association of the Company. In terms of provisions of Section 161 of the Act, Mr. Hemant Dhingra would hold office upto the date of the ensuing Annual General Meeting. The Company has received a notice in writing from a member along with the deposit of requisite amount proposing Mr. Hemant Dhingra for appointment as a Director of the Company. The Board of Directors recommends his appointment.

As per Section 149(4) read with Section 152 of the Act, which came into force with effect from April 1, 2014, every listed public company is required to have at least one- third of the total number of directors as Independent Directors who shall not be liable to retire by rotation. Further, Section 149(10) of the Act provides that an Independent Director shall hold office for a term up to 5 (five) consecutive years on the Board of a Company. Accordingly, in compliance with the provisions of Section 150 (2) read with Section 149(10) of the Act, the Board of Directors recommends, the appointment of Mr. Padam Narain Bahl, Mr. Vikram Sahgal and Mr. Rama Krishna Shetty as Independent Directors of the Company for a term of 5 (five) consecutive years, at the ensuing Annual General Meeting of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as provided in Section 149 (6) of the Act.

In terms of the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Maninder Singh Grewal, Non-Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for re- appointment. The Board of Directors recommends his re- appointment.

The brief profile of the Directors proposed to be appointed/ re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/chairmanships of board committees and shareholding (both own or held by /for other persons on a beneficial basis) in the Company, as stipulated under Clause 49(IV)(G) of the Listing Agreement, are provided in the notice convening the Annual General Meeting of the Company.

FIXED DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 during the period under review.

LISTING WITH STOCK EXCHANGE

The Equity Shares of your Company continue to be listed on BSE Limited ("BSE"). The Annual Listing Fee for the financial year 2014-15 has been paid to the BSE.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by your Company, the particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with

Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

However, the Company requires energy for its operations and every endeavor has been made to ensure the optimal use of energy, avoid wastage and conserve energy as far as possible.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has continued to maintain focus on and avail of export opportunities based on economic considerations. Your Company has incurred expenditure of Rs. 0.73 Crore (Previous Year: Rs. 0.95 Crore) in Foreign Exchange and earned Rs. 25.67 Crore (Previous Year: Rs. 26.88 Crore) in Foreign Exchange during the year under review on a standalone basis.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) In the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanations relating to material departures, wherever applicable;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014, and of the loss of the Company for the year under review;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The Directors have prepared the annual accounts for the financial year ended March 31, 2014 on a ‘going concern'' basis.

CORPORATE GOVERNANCE

Your Company continues to be committed to uphold the standards of Corporate Governance and adhere to the requirements set out by Clause 49 of the Listing Agreement with the BSE Limited.

A detailed Report on Corporate Governance along with the Certificate of M/s. RB & Associates, Company Secretaries in Practice, confirming the compliance to the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is set out in this Annual Report and forms part of the Annual Report.

AUDITORS

M/s. S. S. Kothari Mehta & Co., Chartered Accountants (Firm Registration No. 000756N), retires as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting ("AGM")of the Company.

Pursuant to the provisions of Section 139(2) of the Companies Act, 2013 ("Act") read with the Companies

(Audit and Auditor) Rules, 2014, M/s S. S. Kothari Mehta & Co. are eligible for appointment as Statutory Auditors.

Your Company has received a written confirmation from them to the effect that their re-appointment, if made, would satisfy the criteria provided in Sections 139 and 141 of the Act and that they are not disqualified for re- appointment.

The Board of Directors recommends the re-appointment of M/s S. S. Kothari Mehta & Co. as Statutory Auditors of the Company from the conclusion of the ensuing AGM until the conclusion of the AGM of the Company to be held in the year 2016, subject to ratification of their appointment by the Members at the AGM held after the ensuing AGM of the Company.

AUDITORS'' REPORT

The observations of the Auditors in their report read together with the Notes on Accounts are self-explanatory and therefore, in the opinion of the Board of Directors, do not call for any further explanation.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate internal control system with the objective of achieving efficiency in operations, optimum utilization of resources, effective monitoring and compliance with all applicable laws.

To ensure that all systems and procedures are in place and order, regular internal audit is conducted by qualified chartered accountants and the Audit Committee of the Board were apprised of the Internal Audit findings and corrective actions are taken on a quarterly basis.

STATEMENT OF PARTICULARS OF EMPLOYEES

Statement of Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 ("the Act") read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time, forms part of the Directors'' Report. However, in pursuance of Section 219(1)(b)(iv) of the Act, this Report is being sent to all the Members of the Company excluding the aforesaid information and the said particulars are made available at the Registered Office of the Company. The Members desirous of obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

HUMAN RESOURCES

As your Company continues the journey towards constant growth and innovation, the year saw launch of various HR initiatives organisation wide. As a product organization, the key focus always remains on attracting top talent from the industry while at the same time retaining our top performers. To achieve this objective, the focus was on capability building and providing employees with an unmatched value proposition. Talent Engagement, Talent Development, and Talent Management have always been the key parameters assessed, benchmarked, and developed. These initiatives which were taken in line with our Company Philosophy to grow Leaders from within, created huge opportunities for bright young minds, provided a framework for the Company to invest in the development of top talent and also created a performance culture where reward is based on merit and potential. With greater focus on goal based high performance culture and a clear growth plan for each

employee, the coming years will see the ‘employee learning'' at Dion move up the curve substantially.

ACKNOWLEDGEMENTS

The Company is grateful to the Bankers, Regulatory Authorities, Stakeholders including Financial Institutions, Customers and other business associates in India and abroad and its members for their continued support and faith reposed in the Company.

Your Directors also gratefully acknowledge and appreciate the commitment displayed by all executives, officers and staff towards the success of the Company. We look forward for your continued support in the future.

Your Directors also thanks the Shareholders for their continued confidence and trust placed by them with the Company.

For and on behalf of the Board For Dion Global Solutions Limited Sd/- Maninder Singh Grewal Chairman

Place: New Delhi Date : August 5, 2014


Mar 31, 2013

Dear Members of Dion Global Solutions Limited

The Directors have immense pleasure in presenting this 18th Annual Report on the business and operations of the Company along with the Audited Accounts for the financial year ended March 31, 2013.

FINANCIAL HIGHLIGHTS

The brief highlights of Standalone and Consolidated financial results of the Company for the Financial Years 2012-13 and 2011-12 are as under:

(Rs.in Crores)

Particulars Standalone Consolidated

2012-13 2011-12* 2012-13 2011-12*

Revenue 34.24 34.06 248.24 174.06

Other Operating Income 1.18 1.18

Operating Expenses 35.10 34.66 238.42 165.89 EBITDA 0.31 (0.60) 11.00 8.17

Depreciation 2.00 2.15 14.97 12.38

Non-Operating Income 16.72 16.03 9.81 11.05

Non-Operating Expenses 2.53 0.72 4.56 0.72

EBIT 12.50 12.56 1.28 6.12

Finance Cost 13.90 24.86 22.66 30.17

Net Profit/(Loss) Before Tax (1.39) (12.30) (21.38) (24.04)

Tax 1.10 1.58

Net Profit/ (Loss) After Tax (1.39) (12.30) (22.48) (25.62)

Minority Interest 1.73 5.28

Net Profit / (Loss) for the Year (1.39) (12.30) (24.21) (30.90)

Brought Forward Loss (66.88) (40.20) (88.48)

Total Accumulated Losses (1.39) (79.18) (64.41) (119.48)

Adjustment for Capital 79.18 79.18

Reduction

Net Brought Forward Loss (1.39) (64.41) (40.20) after Capital Reduction

* The Hon''ble High Court of Delhi vide its Order dated December 20, 2012 ("Order") had approved the Company''s petition for writing off its accumulated losses as at March 31, 2012 against the Share Capital and Reserves & Surplus of the Company as at that date. To give effect to the said Order, the Audited Annual Standalone and Consolidated Accounts of the Company as at March 31, 2012 (as adopted by the Members of the Company at the Annual General Meeting held on December 20, 2012) were re-stated to the extent necessary and were re-adopted by the Members at their Extra-ordinary General Meeting held on April 12, 2013.

OPERATIONS

During the financial year under review, the Company has earned Consolidated Income of Rs. 249.42 Crore as against Consolidated Income of Rs. 174.06 Crore during the previous financial year registering growth of 43%. EBITDA for the financial year under review was Rs. 11.00 Crore on consolidated basis as against EBITDA of Rs. 8.17 Crore on consolidated basis during the previous financial year reflecting an increase of 35%. The Company has recorded consolidated net loss ofRs. 24.21 Crore during the financial year under review as against consolidated net loss of Rs. 30.90 Crore in the previous financial year.

The key operational highlights of the Company during the financial year ended March 31, 2013 are as under:

In Americas, two products were launched namely dfferentia, an OTC Pricing and Risk Management tool and FATCA TRAC, a solution to help organizations in complying with the American FATCA regulations;

1st deal for Company''s new product TradeCenter was closed with Hartley''s in Perth;

In APAC, iBroker License was renewed with Macquarie Bank in Australia

The building blocks for business expansion are in place i.e. the Company has substantive and larger product range, global sales network, cost effective development capability in India

WRITING OFF ACCUMULATED LOSSES OF THE COMPANY

The Hon''ble High Court of Delhi vide its Order dated December 20, 2012 ("Order") had approved the Company''s petition for writing off its accumulated losses of Rs. 79.18 Crore as at March 31, 2012 against the Share Capital and Reserves & Surplus of the Company as at that date

To give effect to the Order, the accumulated losses of Rs. 79.18 Crore as appearing in the books of accounts of the Company as at March 31, 2012 were adjusted / written off in the following manner:

(a) the accumulated losses to the extent of Rs. 32.23 Crore were adjusted against the issued, subscribed and paid-up equity share capital of the Company by reducing and cancelling the face and paid-up value per equity share from Rs. 10/- per equity share to Rs. 5/- per equity share;

(b) the accumulated losses to the extent of Rs. 13.00 Crore as appearing in the books of accounts as at March 31, 2012 were written off against the Amalgamation Reserve Account, as on that date; and

(c) the accumulated losses to the extent of Rs. 33.95 Crore as appearing in the books of accounts as at March 31, 2012 were written off against the Securities Premium Account, as on that date.

After the aforesaid reduction of paid-up equity share capital as referred in (a) above, the equity shares were consolidated in such a manner that every two equity shares of face and paid-up value of Rs. 5/- each constituted into one equity share of face value of Rs. 10/- each credited as fully paid-up

Accordingly, the paid-up equity share capital of the Company was reduced from Rs. 64.45 Crore to Rs. 32.22 Crore as at March 31, 2012

Thus, the Audited Annual Standalone and Consolidated Accounts of the Company as at March 31, 2012 (as adopted by the Members of the Company at the Annual General Meeting held on December 20, 2012) were re-stated to the extent necessary and were re-adopted by the Members at their Extra-ordinary General Meeting held on April 12, 2013

The revised paid-up equity share capital of the Company of Rs. 32.22 Crore divided into 3,22,27,406 Equity Shares of Rs. 10/- each has been admitted for trading at the BSE Limited with effect from July 19, 2013

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report ("MD&A") for the financial year under review, as stipulated under Clause 49 of the Listing Agreement with the BSE Limited, is presented in a separate section and forms part of the Directors'' Report.

DIVIDEND

Keeping in view the losses of the Company during the financial year under review, your Directors have decided not to recommend any dividend for the financial year ended March 31, 2013

SUBSIDIARIES

As per Section 212 of the Companies Act, 1956 ("the Act"), it is required to attach the Balance Sheet, Profit and Loss Account, Directors'' Report and Auditors'' Report of the Company''s subsidiaries to the Annual Report of the Company. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8, 2011 had granted exemption to the companies from complying with the provisions of Section 212 of the Act subject to the compliance of the conditions stated in the circular. In compliance with the requirement of aforesaid circular, the Board of Directors has passed a resolution in its meeting held on May 28, 2013, for not attaching the documents of the subsidiaries of your Company as prescribed under Section 212(1) of the Act.

Accordingly, the Annual Report of the Company for the financial year 2012-2013 does not contain the Annua Accounts of the subsidiary companies. However, the Annual Accounts of the subsidiary companies and the related detailed information are open for inspection by any member and your Company will make available those documents/details upon request by any member of the Company or its subsidiary companies who may be interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by your Company ncludes financial information of its subsidiaries duly audited by the Statutory Auditors and the same is published in your Company''s Annual Report. The financial information of the subsidiary companies, as required by the said circular, is also disclosed in the Annual Report of your Company.

AWARDS AND RECOGNITIONS

Your Company and its subsidiaries have received recognition from Industry by way of several awards & accolades during the period under review including the following

Dion Global Solutions (UK) Limited has been awarded the "Best Wealth Management Solution Provider award" at System in the City Award 2012 held in London

Steve Martin, Sr. Consultant at Dion Global Solutions (UK) Limited has been awarded the "Best Business Analyst award" at System in the City Award 2012 held in London

Recognized for being amongst one of the top growing IT Companies in the Country at the "Leaders of Tomorrow" awards organized by ET NOW and India MART.

Recognized by Deloitte in their list of Top 500 growing companies across Asia Pacific

EMPLOYEE STOCK OPTION SCHEME

Details as required under Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 pertaining to Dion Global Employee Stock Option Scheme - 2011 for the financial year ended March 31, 2013 are disclosed in the Report on Corporate Governance and forms part of the Annual Report.

The Members of the Company at their Extra-ordinary General Meeting held on April 12, 2013 had approved Dion Global Employee Stock Option Scheme - 2013 for the employees of the Company and employees of the Holding Company (if any) / Subsidiary Companies of the Company.

CHANGES IN CAPITAL STRUCTURE

During the financial year under review, consequent to the approval by the Hon''ble High Court of Delh vide its Order dated December 20, 2012 on the Company''s petition for writing off its accumulated losses as at March 31, 2012 against the Share Capital and Reserves & Surplus of the Company as at that date, the paid-up equity share capital of the Company has been reduced and consolidated from Rs. 64.45 Crore to Rs. 32.22 Crore by adjusting accumulated losses to the extent of Rs. 32.23 Crore

During the period under review, there has been no change in the Authorized Share Capital of the Company.

DIRECTORS

Mr. Malvinder Mohan Singh, Non-Executive Chairman and Dr. Preetinder Singh Joshi, an Independent Director of the Company have resigned from the Board of Directors of the Company with effect from August 06, 2013. The Board of Directors placed on record its deep appreciation and gratitude for the valuable services and guidance provided by them during their tenure as Directors of the Company. The Board also places on record its appreciation for the faith reposed by the Promoters in the team of professionals leading the management.

Mr. Maninder Singh Grewal, a Non-Executive Director, was appointed as Non-Executive Chairman of the Board of Directors of the Company with effect from August 06, 2013

The Board of Directors at its meeting held on August 06, 2013 (based on the recommendations of the Remuneration / Compensation Committee) approved the re-appointment of Mr. Ralph James Horne as Global CEO & Managing Director of the Company with effect from October 15, 2013 for a period of three years subject to the approval of the Members of the Company and the Central Government.

In terms of the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Pradeep Ratilal Raniga and Mr. Rama Krishna Shetty are liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible have offered themselves for re-appointment.

The brief profile of the Directors proposed to be re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/chairmanships of board committees and shareholding (both own or held by / for other persons on a beneficial basis) in the Company are provided in the notice convening the Annual General Meeting of the Company.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 during the period under review.

LISTING WITH STOCK EXCHANGE

The Equity Shares of your Company continue to be listed on BSE Limited ("BSE"). The Annual Listing Fee for the financial year 2013-14 has been paid to the BSE.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by your Company, the particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

However, the Company requires energy for its operations and every endeavor has been made to ensure the optimal use of energy, avoid wastage and conserve energy as far as possible.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has continued to maintain focus on and avail of export opportunities based on economic considerations. Your Company has incurred expenditure of Rs. 0.95 Crore (Previous Year: Rs. 1.50 Crore) in Foreign Exchange and earned Rs. 26.88 Crore (Previous Year: Rs. 19.06 Crore) in Foreign Exchange during the year under review on a standalone basis.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) In the preparation of the annual accounts for the financial year ended March 31, 2013, the applicable accounting standards have been followed along with proper explanations relating to material departures, wherever applicable;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013, and of the loss of the Company for the year under review;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records

in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The Directors have prepared the annual accounts for the financial year ended March 31, 2013 on a ''going concern'' basis.

CORPORATE GOVERNANCE

Your Company continues to be committed to uphold the standards of Corporate Governance and adhere to the requirements set out by Clause 49 of the Listing Agreement with the BSE Limited.

A detailed Report on Corporate Governance along with the Certificate of M/s. RB & Associates, Company Secretaries in Practice, confirming the compliance to the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is set out in this Annual Report and forms part of the Annual Report.

AUDITORS

M/s. S. S. Kothari Mehta & Co., Chartered Accountants (Firm Registration No. 000756N), retires as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Statutory Auditors, if re-appointed.

AUDITORS'' REPORT

The observations of the Auditors in their report read together with the Notes on Accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate internal control system with the objective of achieving efficiency in operations, optimum utilization of resources, effective monitoring and compliance with all applicable laws.

To ensure that all systems and procedures are in place and order, regular internal audit is conducted by qualified chartered accountants and the Audit Committee of the Board were apprised of the Internal Audit findings and corrective actions are taken on a quarterly basis.

STATEMENT OF PARTICULARS OF EMPLOYEES

Statement of Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 ("the Act") read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time, forms part of the Directors'' Report. However, in pursuance of Section 219(1)(b)(iv) of the Act, this Report is being sent to all the Members of the Company excluding the aforesaid information and the said particulars are made available at the Registered Office of the Company. The Members desirous of obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

HUMAN RESOURCES

The Company believes that employees are our vital and most valuable assets and thus, it seeks to nurture a mutually beneficial relationship with its employees. We encourage innovation, meritocracy and the pursuit of excellence. We have set up a scalable recruitment model and human resource management processes. We take strategic initiatives for developing talent through experiential learning which ensures that the company has the right competencies in its workforce to meet the business needs. We seek to create a workplace which combines achievement orientation with care for employees. Employee''s relations during the period under report were harmonious.

ACKNOWLEDGEMENTS

The Company is grateful to the Bankers, Regulatory Authorities, Stakeholders including Financial Institutions, Customers and other business associates in India and abroad and its members for their continued support and faith reposed in the Company.

Your Directors also gratefully acknowledge and appreciate the commitment displayed by all executives, officers and staff towards the success of the Company.

For and on behalf of the Board

For Dion Global Solutions Limited

Sd/-

Place: New Delhi Maninder Singh Grewal

Date:August 6, 2013 Chairman


Mar 31, 2012

Dear Members,

Dion Global Solutions Limited

The Directors have immense pleasure in presenting this 17th Annual Report on the business and operations of the Company along with the Audited Accounts for the financial year ended March 31, 2012.

FINANCIAL HIGHLIGHTS

The brief highlights of Standalone and Consolidated financial results of the Company for the Financial Years 2011-12 and 2010-11 are as under:

(INR in Crores)

Particulars Standalone Consolidated 2011-12* 2010-11 2011-12* 2010-11

Revenue 34.06 30.68 174.06 128.88

Operating Expenses 34.66 33.21 165.89 111.93

EBITDA (0.60) (2.54) 8.17 16.96

Depreciation 2.15 2.59 12.38 9.25

Non-Operating Income 16.03 3.57 11.05 1.20

Non-Operating Expenses 0.72 - 0.72 -

EBIT 12.56 (1.56) 6.12 8.91

Finance Cost 24.86 19.63 30.17 22.57

Net Profit/ (Loss) Before Tax (12.30) (21.19) (24.04) (13.66)

Tax - - 1.58 1.24

Net Profit/ (Loss) After Tax (12.30) (21.19) (25.62) (14.90)

Minority Interest - - 5.28 1.75

Net Profit/(Loss) for the Year (12.30) (21.19) (30.90) (16.65)

Brought Forward Loss (66.88) (45.70) (88.48) (71.83)

* Your Company had filed a petition with the Hon'ble Delhi High Court for its approval to the proposed writing off of accumulated losses of the Company as at March 31, 2012 against the Reserves & Surplus and part of paid-up Equity Share Capital of the Company as at March 31, 2012 and the said petition is still pending. If the Hon'ble High Court approves the petition, then the Annual Accounts as at March 31, 2012 will be re-stated to give effect to the High Court Order and will again then be approved by the Board of Directors and thereafter, be adopted by the Members of the Company.

OPERATIONS

During the year under review, the Company has earned Consolidated Income of INR 174.06 Crore as against Consolidated Income of INR 128.88 Crore during the previous financial year. EBITDA for the year was INR 8.17 Crore on consolidated basis as against EBITDA of INR 16.96 Crore on consolidated basis during the previous financial year. The Company has recorded consolidated net loss of INR 30.90 Crore during the year under review as against consolidated net loss of INR 16.65 Crore in the previous financial year.

During the year under review, Satyam Computer Services Limited ("Mahindra Satyam"), a leading global consulting and IT services provider have acquired a stake in your Company. This alliance with Mahindra Satyam and combining the unique skills of both companies will allow your Company to co-operate on developing new innovative business focused solutions for all tiers of the financial services industry and further expand our solutions capabilities and make inroads to newer markets.

Further, the Promoters have also reiterated faith and confidence in the management team by investing in the Company in the form of equity and preference shares during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section and forms part of the Directors' Report.

DIVIDEND

Keeping in view the future expansion plans and losses of the Company during the year under review, your Directors have decided not to recommend any dividend for the financial year ended March 31, 2012.

SUBSIDIARIES

As per Section 212 of the Companies Act, 1956 ("the Act") it is required to attach the Balance Sheet, Profit and Loss Account, Directors' Report and Auditors' Report of the Company's subsidiaries to the Annual Report of the Company. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8, 2011 had granted exemption to the companies from complying with the provisions of Section 212 subject to the compliance of the conditions stated in the circular. In compliance with requirement of aforesaid circular, the Board of Directors has passed a resolution in its meeting held on May 28, 2012, for not attaching the documents of the subsidiaries of your Company as prescribed under Section 212(1) of the Companies Act, 1956.

Accordingly, the Annual Report of the Company for the financial year 2011-2012 does not contain the Annual Accounts of the subsidiary companies. However, the Annual Accounts of the subsidiary companies and the related detailed information are open for inspection by any member and your Company will make available those documents/details upon request by any member of the Company or its subsidiary companies who may be interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by your Company includes financial information of its subsidiaries duly audited by the Statutory Auditors and the same is published in your Company's Annual Report. The financial information of the subsidiary companies, as required by the said circular, is also disclosed in the Annual Report of your Company.

MAJOR EVENTS

Some of the major events during the period under review include:

Acquisition of Investmaster

Dion Global Solutions (UK) Limited (step down subsidiary of your Company) has acquired 100% stake in Indigo (London) Holdings Limited ("Investmaster"). Investmaster is a specialist provider of wealth management and stockbroking software to the UK private client market for over 25 years. Their client base has combined Assets under Management exceeding £28 billion and over 800 users across the UK and Ireland.

Acquisition of Swissrisk

Dion Global Solutions (UK) Limited (step down subsidiary of your Company) has acquired a controlling stake in Frankfurt-based Dion Global Solutions Gmbh (formerly known as Swissrisk Financial Systems Gmbh ("Swissrisk")). Swissrisk strength in continental Europe provides Company with a platform for growth with presence and strong client base in Germany, Luxembourg, Spain and Switzerland. Swissrisk has supported dealing rooms and traders for over 25 years and also has the ability to provide bespoke client solutions in the payments, securities and funds industry.

The Swissrisk acquisition will also enable your Company to use Swissrisk workflow and messaging engine, X-Gen to integrate seamlessly Company's products both internally and externally with clients' internal systems, thus facilitating true STP across the entire spectrum of buy and sell side operations.

Both the above acquisitions of Investmaster and Swissrisk are part of your Company's strategy to become a leading provider of a comprehensive, diversified suite of solutions to financial markets worldwide.

EMPLOYEE STOCK OPTION SCHEME

Details as required under Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 pertaining to Dion Global Employee Stock Option Scheme 2011 are disclosed in the Report on Corporate Governance and forms part of the Annual Report.

CHANGES IN CAPITAL STRUCTURE

During the financial year ended March 31, 2012, the Authorised Share Capital of the Company has been increased from INR 74.50 Crore consisting of 59,500,000 Equity Shares of INR 10/- each and 15,000,000 Preference Shares of INR 10/- each to INR 85.00 Crore consisting of 70,000,000 Equity Shares of INR 10/- each and 15,000,000 Preference Shares of INR 10/- each.

During the period under review, the Company has allotted each to Satyam Computer Services Limited and RHC Holding Private Limited, a Promoter Group Company, on preferential basis, 10,294,117 Equity Shares of INR 10/- each. Further, the Company has also allotted 1 Crore Redeemable Preference Shares of INR 10/- each to RHC Finance Private Limited, a subsidiary of one of the Promoter Group Company.

Consequently, the issued, subscribed and paid-up Equity Share Capital of the Company increased from INR 43.87 Crore as at March 31, 2011 to INR 64.45 Crore as at March 31, 2012 and the issued, subscribed and paid-up Preference Share Capital increased from Nil as at March 31, 2011 to INR 10 Crore as at March 31, 2012.

WRITING OFF ACCUMULATED LOSSES OF THE COMPANY

As at March 31, 2011, the Company had accumulated losses of INR 66.88 Crore on a standalone basis and consequently, the Share Capital of the Company was not adequately represented by the available assets and improvements in the performance of the Company cannot be appropriately reflected unless past losses are written off.

The Board of Directors and Shareholders of the Company, subject to the necessary approval of other regulatory authorities, at the meetings held on August 2, 2011 and September 10, 2011 respectively decided to undertake a financial restructuring of the Company. This would result in restructuring of the Balance Sheet of the Company leading to an updated presentation for the Shareholders based on the current factual situation.

On March 31, 2012, the Company allotted 10,294,117 Equity Shares each to Satyam Computer Services Limited and RHC Holding Private Limited, a promoter group company, on preferential basis.

Consequent to the aforesaid preferential allotment and change in accumulated losses as at March 31, 2012, on July 05, 2012 the Shareholders of the Company modified the earlier approval and decided to write off accumulated losses of INR 79.18 Crore as at March 31, 2012 against the Reserves & Surplus and the existing paid- up Equity Share Capital of the Company as at March 31, 2012.

The petition filed by the Company with the Hon'ble Delhi High Court for its approval to the proposed writing off, as at March 31, 2011, of its accumulated losses against the Reserves & Surplus and Share Capital of the Company as at March 31, 2011 was accordingly amended and the said petition is still pending.

If the Hon'ble High Court approves the petition, then the Annual Accounts as at March 31, 2012 will be re- stated to give effect to the High Court Order and will again then be approved by the Board of Directors and thereafter, be adopted by the Members of the Company.

DIRECTORS

Mr. Sunil Godhwani, Director of the Company, resigned from the Board of Directors of the Company with effect from May 28, 2012. The Board of Directors placed on record their appreciation for the valuable services and guidance provided by him during his tenure as Director of the Company.

Mr. C. P. Gurnani was appointed as an Additional Director of the Company with effect from March 31, 2012. In accordance with the provisions of the Companies Act, 1956, Mr. C. P. Gurnani, in his capacity as an Additional Director, will cease to hold office at the ensuing Annual General Meeting.

The Company has received Notice along with requisite fee from a Member of the Company under Section 257 of the Companies Act, 1956 proposing the candidature of Mr. C. P. Gurnani for appointment as a Director of the Company whose office shall not be capable of being vacated by retirement or by rotation. The Board recommends his appointment which is required to be approved by the Members at the ensuing Annual General Meeting.

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Shachindra Nath, Mr. Maninder Singh Grewal and Mr. Vikram Sahgal are liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible have offered themselves for re-appointment.

The brief profile of the Directors proposed to be appointed /re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/chairmanships of other board committees and number of shares held in the Company are provided in the Report on Corporate Governance forming part of the Annual Report as per the requirement of Clause 49 of the Listing Agreement.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1 956 read with Companies (Acceptance of Deposit) Rules, 1975 during the period under review.

LISTING WITH STOCK EXCHANGE

The Equity Shares of your Company continue to be listed on BSE Limited ("BSE"). The Annual Listing Fee for the financial year 2012-13 has been paid to the BSE.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by your Company, the particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

However, the Company requires energy for its operations and every endeavor has been made to ensure the optimal use of energy, avoid wastage and conserve energy as far as possible.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has continued to maintain focus on and avail of export opportunities based on economic considerations. Your Company has incurred expenditure of INR 1.50 Crore (Previous Year: INR 1.50 Crore) in Foreign Exchange and earned INR 19.06 Crore (Previous Year: INR 12.36 Crore) in Foreign Exchange during the year under review on a standalone basis.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) In the preparation of the annual accounts for the financial year ended March 31, 2012, the applicable accounting standards have been followed along with proper explanations relating to material departures, wherever applicable;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012, and of the loss of the Company for the year under review;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The Directors have prepared the annual accounts for the financial year ended March 31, 2012 on a 'going concern' basis.

CORPORATE GOVERNANCE

Your Company continues to be committed to uphold the standards of Corporate Governance and adhere to the requirements set out by Clause 49 of the Listing Agreement with the Stock Exchange.

A detailed Report on Corporate Governance along with the Certificate of M/s. RB & Associates, Company Secretaries in Practice, confirming the compliance to the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is set out in this Annual Report and forms part of the Annual Report.

AUDITORS

During the year under review, M/s S. S. Kothari Mehta & Co., Chartered Accountants were appointed as Statutory Auditors of the Company in place of M/s R. V. Shah & Co., to fill the casual vacancy in the office of Statutory Auditors of the Company caused by demise of Mr. R. V. Shah, Proprietor, for the financial year 2011- 2012.

M/s. S. S. Kothari Mehta & Co., Chartered Accountants, (Firm Registration No. 000756N), retires as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Statutory Auditors, if re-appointed.

AUDITORS' REPORT

The observations of the Auditors in their report read together with the Notes on Accounts are self explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has built adequate and effective systems of internal controls aimed at achieving efficiency in operations, optimum utilization of resources, effective monitoring and compliance with all applicable laws. The Internal Control Systems are also improved and modified continuously to meet the changes in business conditions, statutory and accounting requirements.

In order to ensure the efficacy as well as efficiency of the process, the Audit Committee of the Board and the Business Heads are periodically apprised of the Internal Audit findings and corrective actions taken.

The Audit Committee actively reviews the adequacy and effectiveness of Internal Control System and suggests improvements for strengthening them.

STATEMENT OF PARTICULARS OF EMPLOYEES

Statement of Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 ("the Act") read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time, forms part of the Directors' Report. However, in pursuance of Section 219(1)(b)(iv) of the Act, this Report is being sent to all the Members of the Company excluding the aforesaid information and the said particulars are made available at the Registered Office of the Company. The Members desirous of obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

HUMAN RESOURCES

The Company's success depends largely upon the quality and competence of its management team and key personnel. Attracting and retaining talented professionals is therefore a key element of the Company's strategy and a significant source of competitive advantage.

The Company believes that employees are our vital and most valuable assets and thus, it seeks to nurture a mutually beneficial relationship with its employees. The Company takes strategic initiatives for developing the talent in its employees through learning and development programs and experiential learning which ensures that the company has right competencies in its workforce to meet the business demand. The Company has set up a scalable recruitment and human resources management process, which enables it to attract and retain high caliber employees. The Company seeks to create a workplace which combines achievement orientation with care for employees. The Company lists 'people' as one of its stated core values.

The Company has a structured induction process at all locations and management development programmes to upgrade skills of managers. Objective appraisal systems based on Key Result Areas (KRAs) are in place for senior management staff.

Your Company has been successful in building a performance oriented culture with high levels of engagement and empowerment in an environment of teamwork. Employee's relations during the period under report were harmonious.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the cooperation and assistance received from the Bankers, Regulatory Authorities, Stakeholders including Financial Institutions, Customers and other business associates in India and abroad and its shareholders for their continued support and faith reposed in the Company.

Your Directors also gratefully acknowledge and appreciate the commitment displayed by all executives, officers and staff towards the success of the Company.

For and on behalf of the Board

For Dion Global Solutions Limited

Sd/- Sd/-

Place: New Delhi Ralph James Horne Shachindra Nath

Date : November 23, 2012 Global CEO & Managing Director Director


Mar 31, 2011

Dear Members,

Dion Global Solutions Limited

The Directors have immense pleasure in presenting this 16th Annual Report on the business and operations of the Company together with Audited Accounts for the financial year ended March 31, 2011.

FINANCIAL HIGHLIGHTS

The brief highlights of Standalone and Consolidated financial results of the Company for the Financial Years (FY) 2010-11 and 2009-10 are as under:

(INR in million)

Particulars Standalone Consolidated

2010-11 2009-10 2010-11 2009-10

Income from Operation 306.76 232.48 1,288.81 905.45

Operating Expenses 358.02 336.91 1,211.74 1,089.26

Operating Profit/(Loss) (51.26) (104.43) 77.07 (183.80)

Non Operating Income 35.69 175.03 12.02 103.45

Non Operating Expenses 196.31 159.51 225.68 166.04

Net Profit/ (Loss) Before Tax (211.87) (88.91) (136.59) (246.40)

Tax Expense/ (Credit) - 1.44 12.44 0.86

Net Profit/ (Loss) After Tax (211.87) (90.35) (149.03) (247.25)

Share of Minority Interest - - 17.45 -

Net Profit/(Loss) for the year (211.87) (90.35) (166.49) (247.25)

Issue of Bonus Shares - - - (0.40)

Loss arising on Merger - 30.56 - 190.03

Brought Forward Loss (456.97) (397.18) (718.29) (660.67)

OPERATIONS

During the year under review, the Company has earned Consolidated Income of INR 1288.81 Million as against Consolidated Income of INR 905.45 Million during the previous financial year. The Company has earned operating profit of INR 77.07 Million on consolidated basis for the year under review as against operating loss of INR 183.80 Million on consoldated basis during the previous financial year. The Company has recorded consolidated net loss of INR 166.49 Million during the year under review as against consolidated net loss of INR 247.25 Million in the previous financial year. Your Directors are continuously looking for avenues for future growth of the Company in its business operations related to global BFSI led IT Products and Solutions.

DIVIDEND

Keeping in view the losses of the Company during the year under review, your Directors have decided not to recommend any dividend for the financial year ended March 31, 2011.

RESTRUCTURING OF BUSINESS OF THE COMPANY

The Hon'ble High Court of Delhi vide its order dated July 28, 2010 has sanctioned the Scheme of Arrangement

("Scheme") which inter-alia involve demerger of services business from its subsidiaries i.e. Religare Technova Business Intellect Limited, Religare Technova IT Services Limited and Religare Technova Global Solutions Limited (RTGSL) into Religare Technologies Limited and the subsequent amalgamation of Residual RTGSL (excluding services business) into the Company. The Scheme became effective on August 16, 2010 with effect from the appointed date i.e. April 1, 2009.

The successful implementation of the above de-merger process has demonstrated our ability to identify market opportunity to seed new businesses, grow rapidly to gain leadership in businesses which are large enough to be independent and thereby create value for its shareholders. This move is in line with our strategy of expanding our business operations of global BFSI led IT products and solutions. The BFSI sector has entered into a high growth trajectory and will continue to witness good growth in near future. There is a demand for IT and software solutions to optimize and increase the efficiencies of various organizations. We are confident that the Company will achieve new heights and will emerge as a leader in its domain.

ACQUISITION OF CHASE COOPER LIMITED

Dion Global Solutions Pty Limited (step down subsidiary of your Company) has acquired 44% equity stake in AEOIU Limited and thereby formed a strategic partnership with Chase Cooper Limited, wholly owned subsidiary of AEOIU. Chase Cooper is a leading international provider of Enterprise Wide Operational Risk Management and Compliance solutions. Chase Cooper has established a track record for advising and assisting global organizations on how to implement enterprise wide operational risk and compliance solutions. Chase Cooper has also been an innovator in its application of financial analytics and modelling of operational risk factors to help organizations more accurately quantify the economic impact of operational risks.

SUBSIDIARIES

As per Section 212 of the Companies Act, 1956 ("the Act") it is required to attach the Balance Sheet, Profit and Loss Account, Directors' Report and Auditors' Report of your Company's subsidiaries to the Annual Report of your Company. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8, 2011 has exempted companies from complying with the provisions of Section 212 subject to compliance of conditions stated in the circular. In compliance with requirement of aforesaid circular, the Board of Directors has passed a resolution in its meeting held on May 12, 2011, for not attaching the documents of the subsidiaries of your Company as prescribed under Section 212(1) of the Companies Act, 1956.

Accordingly, the Annual Report of the Company for the financial year 2010-2011 does not contain the Annual Accounts of your Company's subsidiaries. However, the Annual Accounts of the subsidiary companies and the related detailed information are open for inspection by any member and your Company will make available those document/details upon request by any member of the Company or its subsidiary companies who may be interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by your Company includes financial information of its subsidiaries duly audited by the Statutory Auditors and the same is published in your Company's Annual Report. The financial information of the subsidiary companies, as required by the said circular, is disclosed in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Directors' Report.

EMPLOYEES STOCK OPTION SCHEME

The Company has instituted an Employee Stock Option Scheme titled "Dion Global Employee Stock Option Scheme 2011" ("Scheme") to enable its employees and the employees of its subsidiaries to participate in the future growth and financial success of the Company. The Scheme is in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ("SEBI Guidelines"). The Company's shareholders approved the Scheme for the issuance of Stock Options to Employees through Postal Ballot.

Details as required under SEBI Guidelines pertaining to the Scheme are disclosed in the Report on Corporate Governance and forms part of the Directors' Report.

CHANGE OF NAME

During the year under review, the name of your Company has been changed from "Religare Technova Limited" to "Dion Global Solutions Limited" with effect from December 28, 2010.

The names of overseas subsidiaries of your Company have also been changed to reflect the new identity of the Holding Company.

CHANGES IN CAPITAL STRUCTURE

During the financial year ended March 31, 2011, the paid-up share capital of the Company has been changed from INR 403.97 Million to INR 438.66 Million pursuant to the Scheme of Arrangement and the revised share capital of the Company has been listed on the Bombay Stock Exchange Limited. The Authorised Share Capital of the Company has also increased from INR 470 Million to INR 745 Million pursuant to the Scheme.

The Authorized Share Capital of the Company has been re-classified from INR 745.00 Million divided into 74,500,000

Equity Shares of INR 10 each to INR 745 Million divided into 59,500,000 Equity Shares of INR 10 each and 15,000,000 Preference Shares of INR 10 each.

WRITING OFF ACCUMULATED LOSSES OF THE COMPANY

As at March 31, 2011, your Company has accumulated losses of INR 668.84 Million on Standalone basis and consequently, Capital of the Company was not adequately represented by the available assets and improvements in the performance of the Company cannot be appropriately reflected unless past losses are written off.

The Board of Directors of your Company, subject to the necessary approval of Shareholders and other regulatory authorities, decided to undertake a financial restructuring of the Company which would result in the right sizing of the Balance Sheet of the Company leading to an updated presentation to the Shareholders based on current factual situation.

Accordingly, the accumulated losses of INR 668.84 Million will be written off against the Reserves & Surplus and partly by reducing the existing paid-up equity share capital of the Company from INR 438.66 Million to INR 219.33 Million. The total loss to be written off will be INR 624.95 Million out of total loss of INR 668.84 Million and the balance loss of INR 43.88 Million represent the unabsorbed depreciation and business loss of the financial year 2010-11.

DIRECTORS

Mr. Shivinder Mohan Singh, Mr. Harpal Singh, Mr. J W Balani and Dr. Sunita Naidoo, Directors of the Company resigned from the Board of Directors of the Company with effect from October 15, 2010. The Board of Directors placed on record their appreciation for the valuable services and guidance provided by them during their tenure as Directors of the Company.

Mr. Shachindra Nath, Mr. Pradeep Ratilal Raniga and Mr. R. K. Shetty were appointed as Additional Directors of the Company with effect from October 15, 2010 and were appointed as Directors within the meaning of Section 257 of the Companies Act, 1956 with effect from December 21, 2010.

Mr. Ralph James Horne was appointed as an Additional Director of the Company on October 15, 2010 and was appointed as Director within the meaning of Section 269 read with Section 2(26) and Schedule XIII to the Companies Act, 1956 designated as Global CEO & Managing Director of the Company with effect from October 15, 2010 for a period of three years and the said appointment was also approved by the Shareholders at the Annual General Meeting held on December 21, 2010.

In accordance with provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Malvinder Mohan Singh, Dr. P. S. Joshi and Mr. Padam Bahl are liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible have offered themselves for re-appointment.

Brief resume of the Directors proposed to be re-appointed, nature of their expertise in specific functional areas and names of Companies in which they hold directorships and memberships/chairmanships of Board Committees and number of shares held in the Company, as stipulated under Clause 49 of Listing Agreement entered into with Stock Exchanges, are provided in the Report on Corporate Governance forming part of the Annual Report.

FIXED DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

LISTING WITH STOCK EXCHANGE

The Equity Shares of your Company continue to be listed on the Bombay Stock Exchange Limited. The Annual Listing Fee for the financial year 2011-12 has been paid to the Exchange.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by your Company, the particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has incurred expenditure of INR 15.02 Million (Previous Year: INR 7.06 Million) in Foreign Exchange and earned income of INR 123.57 Million (Previous Year: INR 121.25 Million) in Foreign Exchange during the year under review on a standalone basis.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, wherever applicable;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011, and of the loss of the Company for the year;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The Directors have prepared the annual accounts on a 'going concern' basis.

CORPORATE GOVERNANCE

Your Company continues to be committed to uphold the standards of Corporate Governance and adhere to the requirements set out by Clause 49 of the Listing Agreement with the Stock Exchanges.

A detailed Report on Corporate Governance along with the Certificate of M/s. RB & Associates, Company Secretaries in Practice, confirming compliance of conditions of Corporate Governance as stipulated in Clause 49 is set out in this Annual Report and forms part of the Annual Report.

AUDITORS

M/s. R. V. Shah & Co., Chartered Accountants, retires as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Statutory Auditors, if re-appointed.

AUDITORS' REPORT

The observations of the Auditors in their report read together with the Notes on Accounts are self explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company believes in formulating adequate and effective Internal Control Systems and implementing the same strictly to ensure that assets and interests of the Company are safeguarded and reliability of accounting data and accuracy are ensured with proper checks and balances. The Internal Control Systems is improved and modified continuously to meet the changes in business conditions, statutory and accounting requirements.

The Audit Committee of the Board of Directors and the Business Heads are periodically apprised of the Internal Audit findings and corrective actions taken.

The Audit Committee actively reviews the adequacy and effectiveness of Internal Control System and suggests improvements for strengthening them.

STATEMENT OF PARTICULARS OF EMPLOYEES

Statement of Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 (the Act) and the rules framed there under, forms part of the Annual Report. However, in terms of the provisions of Section 219(1) (b) (iv) of the Act, this Report and Accounts are being sent to all the Shareholders excluding the Statement of Particulars of Employees under Section 217(2A) of the Act. Any Shareholder interested in obtaining a copy of the Statement may write to the Company Secretary at the Registered Office of the Company.

HUMAN RESOURCES

The Company seeks to nurture a mutually beneficial relationship with its employees. This relationship is characterized by the investment which the Company makes in its employees by providing challenging roles and assignments opportunities for personal growth, relevant and timely performance support, training and an enabling environment. The Company seeks to create a workplace which combines achievement orientation with care for employees. The Company lists 'people' as one of its stated core values.

The Company has a structured induction process at all locations and management development programmes to upgrade skills of managers. Objective appraisal systems based on Key Result Areas (KRAs) are in place for senior management staff.

We compete in a dynamic and evolving industry in which value and differentiation are defined at each turn by the Company's most precious asset: its human capital. We believe that continuing to invest in the skills and career development of our employees is a primary driver of client value.

Your Company takes the pride in the Commitment, Competence and dedication shown by its employees in all areas of business. Various HR initiatives are taken to align the HR Policies to the growing requirements of the business.

ACKNOWLEDGEMENTS

Your Directors wish to thanks the Bankers, Regulatory Authorities, Stakeholders including Financial Institutions and other business associates for their continued support and faith reposed in the Company.

Your Directors also wish to place on record their appreciation for the contribution made by employees at all levels as without their hard work, solidarity and support, your Company's achievements would not have been made possible. For and on behalf of the Board For Dion Global Solutions Limited

Sd/- Sd/-

Place:New Delhi Ralph James Horne Maninder Singh Grewal

Date: August 02, 2011 Global CEO & Managing Director Director


Mar 31, 2010

The Directors have immense pleasure in presenting this 15th Annual Report and Audited Accounts of your Company for the financial year ended March 31, 2010.

FINANCIAL RESULTS

The brief highlights of Standalone and Consolidated financial results of the Company for the Financial Years 2009-10 and 2008-09 are as under:

(Rs. in million)

Particulars Standalone Consolidated

2009-101 2008-09 2009-10 2008-09

Total Income 407.45 60.17 1,045.12 2,184.85

Total Expenditure 496.36 134.40 1,291.51 2,555.89

Profit/I Loss) before Tax (88.91) (74.22) (246.40) (371.05)

Net Profit/(Loss) after Tax (90.35) (80.84) (247.25) (381.73)

Share of Minority Interest - - - (79.37)

Net Loss for the period (90.35) (80.84) (247.25) (302.37)

Brought forward Balance (397.18) (316.34) (660.67) (358.43)

OPERATIONS

The Members may be aware that the Honble High Court of Delhi has sanctioned the Scheme of Arrangement and the Company has completed the de-merger of its global BFSI led products business from its Healthcare IT business in line with the strategy of expanding its business operations of global BFSI led IT Products and Solutions.

Further, as the Appointed Date of the Scheme is April 1, 2009, the Company had prepared the Standalone and Consolidated Annual Accounts for the year ended March 31, 2010 after giving effect to the Scheme to give a true and fair view of the position for the said financial year and for the Members to approve the accounts of the Company after giving effect to the Scheme. Accordingly, the figures for the financial year ended March 31, 2010 and March 31, 2009, both on Standalone and Consolidated basis, are not comparable.

DIVIDEND

In line with the strategy of expanding its business operations of global BFSI led IT Products and Solutions, your Directors have decided not to recommend any dividend for the financial year ended March 31, 2010.

RESTRUCTURING OF BUSINESS OF THE COMPANY

The Honble High Court of Delhi vide its order dated July 28, 2010 has approved the Scheme of Arrangement (Scheme) which inter-alia involve demerger of services business from its subsidiaries i.e. Religare Technova Business Intellect Limited, Religare Technova IT Services Limited and Religare Technova Global Solutions Limited (RTGSL) into Religare Technologies Limited and the subsequent amalgamation of Residual RTGSL (excluding services business) into the Company. The Scheme became effective on August 16, 2010 with effect from the appointed date i.e. April 1, 2009.

The successful implementation of the above de-merger process has demonstrated our ability to identify market opportunity to seed new businesses, grow rapidly to gain leadership in businesses which are large enough to be independent and thereby create value for its shareholders. This move is in line with our strategy of expanding our business operations of global BFSI led IT products and solutions. The BFSI sector has entered into a high growth trajectory and will continue to witness good growth in near future. There is a demand for IT and software solutions to optimize and increase the efficiencies of various organizations. We are confident that the Company will achieve new heights and will emerge as a leader in its domain.

ACQUISITIONS

Religare Technova Global Solutions Pty Limited Pursuant to Share Sale Agreement dated June 4, 2009 executed amongst Regius Overseas Holding Co. Ltd., subsidiary of your Company (Regius), Wooli Holdings Pte Ltd.;Tracetext Pty. Ltd. and the Shareholders of Religare Technova Global Solutions Pty Limited (RTGS) (formerly known as Capital Market Solutions Pty. Ltd.), Regius has acquired balance 24% of the issued capital of RTGS and consequently RTGS has become a wholly owned subsidiary of Regius on June 4, 2009.

Chase Cooper Limited

Religare Technova Global Solutions Pty Limited (step down subsidiary of your Company) has acquired 44% equity stake in AEOIU Limited and thereby formed a strategic partnership with Chase Cooper Limited, wholly owned subsidiary of AEOIU. Chase Cooper is a leading international provider of Enterprise Wide Operational Risk Management and Compliance solutions. Chase Cooper has established a track record for advising and assisting global organizations on how to implement enterprise wide operational risk and compliance solutions. Chase Cooper has also been an innovator in its application of financial analytics and modelling of operational risk factors to help organizations more accurately quantify the economic impact of operational risks.

SUBSIDIARIES

Pursuant to the application made by the Company under Section 212(8) of the Companies Act, 1956 ("the Act"), Ministry of Corporate Affairs, Government of India vide its letter No. 47/528/2010-CL-MI dated May 31, 2010 granted exemption to your Company from attaching a copy of the Balance Sheet and the Profit and Loss Account of the Subsidiary Companies and other documents required to be attached under Section 212(1) of the Act to the Annua! Report of the Company for the financial year ended March 31, 2010. However, the Annual Accounts of the subsidiary companies and related detailed information will be made available to the holding and subsidiary companies investors seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any investor in companys head office and that of the subsidiary companies concerned. Further, pursuant to Accounting Standard (AS)- 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company includes financial information of its subsidiaries duly audited by the Statutory Auditors and the same will be present in the Companys Annual Report. The financial information of the subsidiary companies, as required by the said letter, are disclosed in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Directors Report.

CHANGES IN CAPITAL STRUCTURE

Pursuant to the Scheme, the paid-up share capital of the Company has been changed from Rs. 40,39,73,130/- to Rs. 43,86,65, Rs.70/- and the revised share capital of the Company has been listed on the Bombay Stock Exchange Limited.

DIRECTORS

Mr. Shivinder Mohan Singh, Mr. Harpal Singh, Mr. J W Balani and Dr. Sunita Naidoo have resigned from the Board of Directors of the Company with effect from October 15, 2010. The Board of Directors places on record their appreciation for the valuable services and guidance provided by them during their tenure as Directors of the Company.

Mr. Shachindra Nath, Mr. Pradeep Ratilal Raniga and Mr. R.K. Shetty have been appointed as an Additional Directors of the Company with effect from October 15, 2010. In accordance with the provisions of the Companies Act, 1956, Mr. Shachindra Nath, Mr. Pradeep Ratilal Raniga and Mr. R.K. Shetty, in their capacity as Additional Directors, will cease to hold office at the ensuing Annual General Meeting.

Mr. Ralph lames Horne has been appointed as an Additional Director of the Company on October 15, 2010 and was appointed as Director within the meaning of Section 269 read with Section 2(26) and Schedule XIII to the Companies Act, 1956 to be designated as Global CEO & Managing Director of the Company with effect from October 15, 2010. In accordance with the provisions of the Companies Act, 1956, the appointment of Mr. Horne is required to be approved by the shareholders at the ensuing Annual General Meeting. Keeping in view his knowledge and experience in the IT industry, the Board recommended his appointment as Global CEO & Managing Director of the Company for a period of three years, to the Members.

The Company has received Notice along with requisite fee from a Member under Section 257 of the Companies Act, 1956 proposing the candidature of Mr. Shachindra Nath, Mr. Pradeep Ratilal Raniga and Mr. R.K. Shetty for the office of Director(s) of the Company. The Board recommends their appointment which is required to be approved by the Shareholders at the ensuing Annual General Meeting.

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Sunil Godhwani and Mr. Maninder Singh Grewal are liable to retire by rotation as Directors at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment. The Board recommends their re-appointment.

Brief resume of the Directors proposed to be appointed and re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/chairmanships of Board Committees and number of shares held in the Company, as stipulated under Clause 49 of Listing Agreement entered into with Stock Exchanges, are provided in the Report on Corporate Governance forming part of the Annual Report.

FIXED DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

LISTING WITH STOCK EXCHANGE

The Equity Shares of your Company continue to be listed on the Bombay Stock Exchange Limited. The Annual Listing Fee for the financial year 2010-11 has been paid to the Exchange.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by your Company, the particulars as prescribed under Section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

However, the Company requires energy for its operations and every endeavour has been made to ensure the optimal use of energy, avoid wastage and conserve energy as far as possible.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has incurred Rs. 7.06 Million (Previous Year: Nil) in Foreign Exchange and earned Rs. 121.25 Million (Previous Year: Nil) in Foreign Exchange during the year under review on a standalone basis.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 21 7(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, wherever applicable;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010, and of the loss of the Company for the year;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

The Company is committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by the Securities and Exchange Board of India.

Report on Corporate Governance along with the Certificate of M/s. RB & Associates, Company Secretaries in Practice, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange forms part of the Annual Report.

AUDITORS

M/s. R.V. Shah & Co., Chartered Accountants, retires as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Statutory Auditors, if re-appointed.

AUDITORS REPORT

The observations of the Auditors in their report read together with the Notes on Accounts are self explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

STATEMENT OF PARTICULARS OF EMPLOYEES

Statement of Particulars of Employees as required under Section 21 7(2A) of the Companies Act, 1956 (the Act) read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time, forms part of this Report. However, in terms of the provisions of Section 219(1 )(b)(iv) of the Act, this Report and Accounts are being sent to all the Shareholders excluding the Statement of particulars of employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the Registered Office of the Company and will be provided with a copy of the same.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Distributors and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors also wishes to place on record their appreciation for the dedication and commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for your continued support in the future.

For and on behalf of the Board

For Religare Technova Limited

Sd/- Sd/-

Place: New Delhi Ralph James Horne Maninder Singh Grewal

Date : November 9, 2010 lobal CEO & Managing Director Director

 
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