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Notes to Accounts of Dion Global Solutions Ltd.

Mar 31, 2015

1.1 The rights, preferences and restrictions attaching to each class of shares including restrictions on the distribution of dividends and the repayment of capital as under:

The Company has only one class of equity shares having a par value of Rs. 10 per share. Each shareholder is entitled to one vote per share. The Company declares and pays dividend in Indian Rupee. The dividend proposed by the Board of the Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. During the year ended 31 March 2015 the amount per share recognized as distribution to equity holders was Rs. Nil (31 March 2014 Rs. Nil). The total dividend appropriation for the year ended 31 March 2015 amounts to Rs. Nil (31 March 2014 Rs. Nil) including Corporate Dividend Tax of Rs. Nil (31 March 2014 Rs. Nil).In the event of the liquidation of the company, the holder of the equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion of the number of the equity shares held by the equity share holders.

On 28 September 2011, the Company has allotted 1,00,00,000 fully paid up Non-Convertible Cumulative Redeemable Preference Shares ("Preference Shares") of Rs. 10 each at a premium of Rs. 190 per share aggregating Rs. 200 Crores. The entire Preference Shares shall be redeemed, in one or more tranches, at any time within 20 years from the date of allotment at the amount equivalent to the sale proceeds of the Shares held in Dion Global Investment Shares Trust, subject to compliance with provisions of applicable enactments. The Preference Shares shall carry right to receive dividend not exceeding 1% p.a. on the face value of the shares subject to applicable provisions of the Income-tax Act, 1961. In the event of winding up, holders of preference shares shall be entitled to preferential right of redemption of the amount paid up and accumulated dividend thereon. The accumulated dividend on Preference Shares till March 31, 2015 is Rs. 35,06,849 (March 31, 2014 is Rs. 25,06,849).

Employee Share-Based Cost is accounted for by the Company based on intrinsic value method and since on both the grant dates the market price is lower than exercise price hence no cost have been recognized by the Company.

Loss of the company would have been higher by Rs. 29,08,397 (Previous year Rs. 29,08,397) if accounting was done based on fair value of stock option instead of intrinsic value of stock option.

There is no impact on earning per share due to intrinsic value method as Company has incurred a loss during the year (Refer note 29).

2.1 Other Disclosures:

Out of above fully paid up equity shares of Rs. 10/- each, 41,11,842 equity shares were issued to Dion Global Investment Shares Trust (sole beneficiary of which is Dion Global Solutions Limited - Refer Interest in Beneficiary Trust in Note 14). The Equity Shares were issued to the Trust, without any payment being made, pursuant to a Scheme of Arrangement as sanctioned by the Hon'ble High Court of Delhi vide its order dated 28 July 2010.

3.1 There are no transaction with micro, small and medium enterprises during the year and as such there is no balance outstanding as at March 31, 2015.

1 The Income Tax assessment of Religare Technova Global Solutions Limited (now merged with Dion Global Solutions Limited) for the assessment year 2007-08 was completed by the Assistant Commissioner of Income Tax-2(1), Mumbai under section 143(3) of the Act vide order dated December 29, 2009. Consequential to certain disallowances made during the assessment, the AO has raised a demand of Rs. 85,33,617 on the Company. The AO has also initiated penalty proceedings under section 271(1) (c) of the Act against the Company.

The Company has preferred an appeal before the Income Tax Appellate Tribunal, Mumbai against the order passed by the CIT (A) which is pending for disposal.

2 The Company has received orders dated 30 Mar-11 passed by Assessing Officer, TDS Ward 51 (2) u/s 201(1)/ 201(1A) of the Act for financial years 2007-08 and 2008-09, wherein demand amounting to Rs. 23,750 and Rs. 3,59,590 was raised on the Company on account of TDS not deducted/TDS deducted but not paid by the Company. The said demand was primarily on account of mismatch in the online database of tax department with the returns/ challans filed by the Company.

The Company has preferred an appeal against the order before CIT (A)-XXX and it is pending for disposal. For FY 2007-08, the CIT(A) has directed AO to consider the information supplied by the Company and revise the order accordingly. The Company has also filed revised statement of TDS for the said year due to which the demand has been reduced to Rs. 15,810 and Rs. 150 respectively for said years as on 31.3.2015.

3 Religare Technova Global Solutions Limited (now merged with Dion Global Solutions Limited) has received a demand notice of Rs.. 3,54,54,363 with equal penalty/-from Commissioner of Service Tax, Div-II, Gr. XII, Bangalore for the period March 1, 2006 to May 15, 2008 alleging non-payment of service tax on software installation and tranning as Management Consultancy Service.

The company has contended the view of the department and has filed a suitable appeal before the CESTAT, Bangalore against the said order on the basis of the fact that the services provided by the company falls under category Information Technology Software Services 'ITSS' under Service Tax Act not under Management Consultancy Service. Since 'ITSS' is taxable from May 2008, service provided by the company before such period is a non-taxable service. The CESTAT after hearing has allowed 80% stay on the merit of the case and has ordered to deposit ' 50,00,000/- which has been complied with. The case is pending for final hearing before CESTAT.

4 Religare Technova Global Solutions Limited (now merged with Dion Global Solutions Limited) has received a show cause notice of Rs. 1,22,17,564/- dated 02 Apr 2012 from Commissioner of Service Tax, Div-II, Gr. XII, Bangalore for the period 2008-09 to 2010-11 alleging short payment of tax on software development revenue. The company has filed reply before Commissioner of Central Excise (Adjudication), Bangalore against the said SCN notice on the bonafide belief that the tax has been duly charged and paid by the Company on said activities as per the provisions of law.

5 Religare Technova Global Solutions Limited (now merged with Dion Global Solutions Limited) has received a demand of Rs. 75,21,154/- and Rs. 14,75,479/- from Assistant Commissioner of Commercial Taxes, (Recovery-22),

Bangalore for nonpayment of VAT/CST liability on online information and data access services provided by the Company for the months of February 06, March 06, April 06 to Mar 07 and from Apr 07 to Mar 08 respectively. The company had preferred appeals before Joint Commissioner of Commercial Taxes (Appeal-2), Bangalore against the said orders where the demand has been upheld by the JC.

The Company has filed an appeal before Appellate Tribunal, Commercial Tax, Karnataka on the bonafide belief that the online information service is not liable to VAT.

6 Religare Technova Global Solutions Limited (now merged with Dion Global Solutions Limited) has received a demand notice of Rs. 4,89,732/- including interest and penalty dated 9 Mar 2012 from Assistant Commissioner of Service Tax, Div-II, Gr. XII, Bangalore for the period 2007-08 to 2010-11 alleging that the company has wrongly taken input credit on Air travel and catering service. The company has filed an appeal against the said demand notice.

The hearing in the subject matter has been done and the order has been passed the Commissioner of Central Excise and Service Tax, (Appeal-II) in favour of the Company to allow credit after verification of supporting documents which is under process.

7 Deal Depot Equities (DDE), has filed a summary suit in the High Court of Bombay (Original Civil Jurisdiction) (summary suit no. 612 of 2010) against Religare Technova Global Solutions Limited (RTGSL), which subsequently got merged with the Company. DDE has alleged that in pursuant to purchase order of software namely "Trade Anywhere" to RTGSL, the same was followed by part payment of sum of Rs. 6,75,000/-. RTGSL did not install and activate the same. DDE has prayed for refund of advance sum paid of Rs. 6,75,000/- along with interest at the rate 6% The Hon'ble High Court has transferred the matter to City Civil Court at Mumbai and the matter is currently pending.

8 Unimetal Ispat Limited had filed a suit (being M.S. No. 13/1997) against the Company before the Civil Judge (Senior Division) at Alipore, raising an aggregate claim of Rs. 11,00,000/-, in which a decree was granted by the Civil Judge (Senior Division) at Alipore. The Company has filed an appeal in this matter in the High Court of Kolkata. The matter is currently pending.

33 Interest Rate Swap

The Company has undertaken a cross currency interest rate swap transaction for Rs.83,33,33,333 from Axis Bank Ltd. The notional principal outstanding for the swap as on March 31, 2015 is Rs.83,33,33,333.

The terms of the swap provide for receipt of fixed interest in Rupee Currency and payment at floating interest rate in order to hedge the interest rate.

36 Segment Reporting:

Primary Segment - Business Segments:

Segments have been identified in line with the Accounting Standard on Segment Reporting (AS-17), taking into account the organization structure as well as the differential risks and returns of these segments.

Segment revenue and results figures include the respective amounts identifiable to each of the segments and also amounts allocated on a reasonable basis. Other unallocable expenditure includes expenses incurred on common services provided to the segments which are not directly identifiable to the individual segments as well as expenses incurred at a corporate level which relate to the Company as a whole. The business segment has been considered as the primary segment.

37 RELATED PARTY:

Nature of Relationship Name of the Party

i) Subsidiary Companies 1 OliveRays Innovations Ltd.

2 Regius Overseas Holding Co. Ltd.

ii) Step Down Subsidiaries

1 Dion Global Solutions Pty. Ltd.

2 Dion Global Solutions (Australia) Pty Ltd.

3 Dion Global Solutions (Developments) Pty Ltd.

4 Dion Global Solutions (Asia Pacific) Pty Ltd.

5 Dion Global Solutions (NZ) Ltd.

6 Dion Global Solutions (HK) Ltd.

7 Dion Global Solutions (UK) Ltd.

8 Dion Global Solutions (MY) Sdn. Bhd.

9 Dion Global Solutions (Singapore) Pte. Ltd

10 Dion Global Solutions Vietnam Company Ltd.

11 Dion Global Solutions Inc.

12 Indigo (London) Holdings Ltd.

1 3 Indigo (London) Limited

14 Investmaster Holdings Limited

15 Dion Global Solutions (London) Limited

16 Adminsource (UK) Limited

17 Consort Information Systems Limited

18 Consort Securities Systems Limited

19 Dion Global Solutions (Canada) Ltd.

20 Dion Global Solutions Gmbh

iii) Associate Companies

1 AEOIU Ltd.

2 Chase Cooper Ltd

3 DBS Financial Systems Ltd

iv) Individuals owning, directly or indirectly interest in voting power that gives them control.

1 Mr. Malvinder Mohan Singh

2 Mr. Shivinder Mohan Singh

v) Key management personnel 1 Mr. Ralph James Horne

vi) Enterprises over which any person described in (iii) or (iv) is able to exercise significant influ -ence with whom transactions have taken place

1 Aegon Religare Life Insurance Company Limited

2 Finserve Shared Services Limited

3 Fortis Healthcare Limited

4 Healthfore Technologies Limited

5 Ligare Travels Limited

6 Oliverays Innovations Ltd.

7 Oscar Investments Ltd.

8 REL Infrafacilities Limited

9 Religare Capital Markets Ltd

10 Religare Commodities Ltd.

11 Religare Enterprises Ltd.

12 Religare Finvest Limited

13 Religare Health Insurance Company Ltd

14 Religare Invesco Asset Management Company Pvt. Ltd.

15 Religare Securities Limited

16 Religare Wealth Management Limited

17 Religare Credit Advisors LLP

18 RHC Holding Private Limited

19 RHC IT Solutions Private Limited

4 Consequent to application of Part C of schedule II of the Companies Act 2013, the management based on an internal assessment and evaluation, has revised remaining useful life of certain assets. The carrying amount as on April 1, 2014 is depreciated over the revised remaining useful life. As a result of these changes, the depreciation charge for the year ended March 31, 2015 is lower by Rs. 0.32 lacs and the effect relating to the period prior to April 1, 2014 is a charge of Rs. 21.81 lacs which has been shown as reduction from Opening retained earnings (refer note 3).

5 OTHER NOTES

a. The Company has unabsorbed depreciation and carry forward losses under the Income Tax Act 1961 of India. Accordingly, keeping in view uncertainty of taxable income in the future, provision for deferred tax assets/ (liabilities) have not been recognized in the accounts.

b. The Company shares certain costs/ service charges with other companies in the group. These costs have been allocated between the companies on the basis mutually agreed upon, which has been relied upon by the auditors.

6 PREVIOUS YEAR FIGURES

Figures of the Previous Year have been regrouped, rearranged and reclassified to conform to the current year classification.

There is no other information apart from the information already disclosed above required to be disclosed pursuant to the Schedule II to the Companies Act, 2013.




Mar 31, 2014

1 Contingent Liabilities

(a) Guarantees

- Bank Guarantees given by the bankers on behalf of the Company in form of letter iof credit for facilitating working capital to its subsidiary companies (Refer note 18.1 above)

Particulars As at As at 31 March 31 March 2014 2013 (b) Other money for which the company is 268117,500 1109256,568 contingently liable

- Disputed Income Tax Demands not provided for 8916,957 31465,328

- Disputed Service Tax Demands not provided for 48161,659 48161,659

- Disputed VAT/ CST Demands not provided for 8996,633 8996,633

- Other contingent liabilities with respect to 1775,000 1775,000 litigations 335967.749 1199655.188 Details of Contingent Liabilities

1 The Income Tax assessment of Religare Technova Global Solutions Limited (now merged with Dion Global Solutions Limited) for the assessment year 2007-08 was completed by the Assistant Commissioner of Income Tax-2(1), Mumbai under section 143(3) of the Act vide order dated December 29, 2009. Consequential to certain disallowances made during the assessment, the AO has raised a demand of Rs. 8,533,617 on the Company. The AO has also initiated penalty proceedings under section 271(1) (c) of the Act against the Company.

The Company has preferred an appeal before the Income Tax Appellate Tribunal, Mumbai against the order passed by the CIT (A) which is pending for disposal.

2 The Company has received orders dated 30 Mar-11 passed by Assessing Officer, TDS Ward 51 (2) u/s 201(1)/ 201(1A) of the Act for financial years 2007-08 and 2008-09, wherein demand amounting to Rs 23,750 and Rs 3,59,590 was raised on the Company on account of TDS not deducted/TDS deducted but not paid by the Company. The said demand was primarily on account of mismatch in the online database of tax department with the returns/ challans filed by the Company.

The Company has preferred an appeal against the order before CIT (A)-XXX and it is pending for disposal. For FY 2007-08, the CIT(A) has directed AO to consider the information supplied by the Company and revise the order accordingly.

3 Religare Technova Global Solutions Limited (now merged with Dion Global Solutions Limited) has received a demand notice of Rs. 3,54,54,363 with equal penalty/-from Commissioner of Service Tax, Div-II, Gr. XII, Bangalore for the period March 1, 2006 to May 15, 2008 alleging non-payment of service tax on software installation and tranning as Management Consultancy Service.

The company has contended the view of the department and has filed a suitable appeal before the CESTAT, Bangalore against the said order on the basis of the fact that the services provided by the company falls under category Information Technology Software Services ‘ITSS'' under service tax act not under Management Consultancy Service. Since ‘ITSS'' is taxable from May 2008, service provided by the company before such period is a non-taxable service. The CESTAT after hearing has allowed 80% stay on the merit of the case has ordered to deposit Rs. 50,00,000/- which has been complied with. The case is pending for final hearing before CESTAT.

4 Religare Technova Global Solutions Limited (now merged with Dion Global Solutions Limited) has received a demand of Rs. 75,21,154/- and Rs. 14,75,479/- from Assistant Commissioner of Commercial Taxes, (Recovery- 22), Bangalore for nonpayment of VAT/CST liability on online information and data access services provided by the Company for the months of February 06, March 06, April 06 to Mar 07 and from Apr 07 to Mar 08 respectively. The company had preferred appeals before Joint Commissioner of Commercial Taxes (Appeal- 2), Bangalore against the said orders where the demand has been upheld by the JC.

The Company is in process of filing an appeal before Appellate Tribunal, Commercial Tax, Karnataka on the bonafide belief that the online information service is not liable to VAT.

5 Religare Technova Global Solutions Limited (now merged with Dion Global Solutions Limited) has received a demand notice of Rs. 4,89,732/- including interest and penalty dated 9 Mar 2012 from Assistant Commissioner of Service Tax, Div-II, Gr. XII, Bangalore for the period 2007-08 to 2010-11 alleging that the company has wrongly taken input credit on Air travel and catering service. The company has filed an appeal against the said demand notice.

The hearing in the subject matter has been done and the order is reserved by the Commissioner (Appeal-II), Bangalore.

6 Religare Technova Global Solutions Limited (now merged with Dion Global Solutions Limited) has received a show cause notice of Rs. 1,22,17,564/- dated 02 Apr 2012 from Commissioner of Service Tax, Div-II, Gr. XII, Bangalore for the period 2008-09 to 2010-11 alleging short payment of tax on software development revenue. The company has filed reply before Commissioner of Central Excise (Adjudication), Bangalore against the said SCN notice on the bonafide belief that the tax has been duly charged and paid by the Company on said activities as per the provisions of law.

7 Deal Depot Equities (DDE), has filed a summary suit in the High Court of Bombay (Original Civil Jurisdiction) (summary suit no. 612 of 2010) against Religare Technova Global Solutions Limited, which has now been merged with DION. DDE has alleged that in pursuant to purchase order of software namely "Trade Anywhere" to Religare Technova Global Solutions Limited , the same was followed by part payment of sum of Rs. 6,75,000/-

Religare Technova Global Solutions Limited did not install and activate the same. DDE has prayed for refund of advance sum paid of Rs. 6,75,000/- along with interest at the rate 6% . The Hon''ble High Court has transferred the matter to City Civil Court and the matter is currently pending.

8 Unimetal Ispat Limited had filed a suit (being M.S. No. 13/1997) against DION, before the Civil Judge (Senior Division) at Alipore, raising an aggregate claim of Rs. 11,00,000/-, in which a decree was granted by the Civil Judge (Senior Division) at Alipore. DION has filed an appeal in this matter in the High Court of Kolkata. The matter is currently pending.

9 Segment Reporting:

Primary Segment – Business Segments:

Segments have been identified in line with the Accounting Standard on Segment Reporting (AS-17), taking into account the organization structure as well as the differential risks and returns of these segments.

Segment revenue and results figures include the respective amounts identifiable to each of the segments and also amounts allocated on a reasonable basis. Other unallocable expenditure includes expenses incurred on common services provided to the segments which are not directly identifiable to the individual segments as well as expenses incurred at a corporate level which relate to the Company as a whole. The business segment has been considered as the primary segment.

ii) Secondary Segment – Geographical Segments

Revenue from geographical segment is based on location of its customers and total carrying amount of assets and total cost incurred during the period to acquire fixed assets is based on geographical locations of the assets.

10 RELATED PARTY:

Nature of Relationship

i) Subsidiary Companies

ii) Step Down Subsidiaries

iii) Associate Companies

iv) Individuals owning, directly or indirectly interest in voting power that gives them control.

Name of the Party

1 OliveRays Innovations Ltd.

2 Regius Overseas Holding Co. Ltd.

1 Dion Global Solutions Pty. Ltd.

2 Dion Global Solutions (Australia) Pty Ltd.

3 Dion Global Solutions (Developments) Pty Ltd.

4 Dion Global Solutions (Asia Pacific) Pty Ltd.

5 Dion Global Solutions (NZ) Ltd.

6 Dion Global Solutions (HK) Ltd.

7 Dion Global Solutions (UK) Ltd.

8 Dion Global Solutions (MY) Sdn. Bhd.

9 Dion Global Solutions (Singapore) Pte. Ltd

10 Dion Global Solutions Vietnam Company Ltd.

11 Dion Global Solutions Inc.

12 Indigo (London) Holdings Ltd.

13 Indigo (London) Limited

14 Investmaster Holdings Limited

15 Dion Global Solutions (London) Limited

16 Adminsource (UK) Limited

17 Consort Information Systems Limited

18 Consort Securities Systems Limited

19 Dion Global Solutions (Canada) Ltd.

20 Dion Global Solutions Gmbh

21 Imagnos AG (Under Liquidation)

1 AEOIU Ltd.

2 Chase Cooper Ltd

3 DBS Financial Systems Ltd

1 Mr. Malvinder Mohan Singh

2 Mr. Shivinder Mohan Singh

v) Key management personnel

vi) Enterprises over which any person described in (iii) or (iv) is able to exercise significant influ -ence with whom transactions have taken place

1 Mr.Ralph James Horne

1 Bartleet Religare Securities (Pvt) Ltd

2 Finserve Shared Services Limited

3 Healthfore Technologies Limited

4 Ligare Travels Limited

5 Luxury Farms Private Ltd.

6 Oscar Investments Ltd.

7 Regius Overseas Holding Co. Ltd.

8 REL Infrafacilities Limited

9 Religare Bullion Limited

10 Religare Capital Markets Limited

11 Religare Commodities Limited

12 Religare Enterprises Limited

13 Religare Finvest Limited

14 Religare Health Insurance Company Ltd

15 Religare Housing Development Finance Corp. Ltd.

16 SMPL Financial Consultancy Services Pvt. Ltd.

17 Religare Invesco Asset Management Company Pvt. Ltd.

18 Religare Securities Limited

19 Religare Wealth Management Limited

20 RHC Holding Private Limited

21 RHC IT Solutions Private Limited

11 OTHER NOTES

a. The Company has unabsorbed depreciation and carry forward losses under the Income Tax Act 1961 of India. Accordingly, keeping in view uncertainty of taxable income in the future, provision for deferred tax assets/ (liabilities) have not been recognized in the accounts.

b. The Company shares certain costs/ service charges with other companies in the group. These costs have been allocated between the companies on the basis mutually agreed upon, which has been relied upon by the auditors.

12. PREVIOUS YEAR FIGURES

Figures of the Previous Year have been regrouped, rearranged and reclassified to conform to the current year classification.

There is no other information apart from the information already disclosed above required to be disclosed pursuant to the relevant claused of Revised Schedule VI as inserted to the Companies Act by the Notification No. S.O.447 (E), Dated 28-02-2011 (As amended by Notification No. F.NO.2/6/2008-CL-V, Dated 30-03-2011).


Mar 31, 2013

1 CONTINGENT LIABILITIES

As at As at Particulars 31 March, 2013 31 March, 2012

(a) Guarantees

- Bank Guarantees given by the bankers on behalf of the 1,109,256,568 1,024,500,000 Company in form of letter iof credit for facilitating working

capital to its subsidiary companies (Refer note 18.1 above)

(b) Other money for which the company is contingently liable

- Disputed Income Tax Demands not provided for 31,465,328 31,465,328

- Disputed Service Tax Demands not provided for 48,161,659 48,161,659

- Disputed VAT/ CST Demands not provided for 8,996,633 8,996,633

- Other contingent liabilities with respect to litigations 1,775,000 1,934,400

1,199,655,188 1,115,058,020

Details of Contingent Liabilities

1 The Company had filed appeal before Commissioner of Income Tax (Appeals) ["CIT(A)"] - XIII, New Delhi for the assessment year 2004-05 on December 23, 2009 against the order of Assistant Commissioner of Income Tax – Circle-11(1), New Delhi passed on October 9, 2009 under section 143(3)/section 147 of the Income Tax Act, 1961 ("the Act") wherein business losses of the Company for the subject Assessment year have been reduced by Rs 2,938,380. The captioned proceeding is pending before the CIT (A) for disposal.

2 The Income Tax assessment of Religare Technova Global Solutions Limited (now merged with Dion Global Solutions Limited) for the assessment year 2007-08 was completed by the Assistant Commissioner of Income Tax-2(1), Mumbai under section 143(3) of the Act vide order dated December 29, 2009. Consequential to certain disallowances made during the assessment, the AO has raised a demand of Rs. 8,533,617 on the Company. The AO has also initiated penalty proceedings under section 271(1) (c) of the Act against the Company.

The Company has preferred an appeal before the Income Tax Appellate Tribunal, Mumbai against the order passed by the CIT (A) which is pending for disposal.

3 The Income Tax Assessment of the Company for the assessment year 2008-09 has been completed by the Assistant Commissioner of Income Tax, Circle-15 (1) New Delhi under section 143(3) of the Act. Cconsequent to certain disallowances made in the assessment order, a demand of Rs. 12,538,987 has been raised on the Company. The Assessing Officer (''AO'') has also initiated penalty proceedings under section 271(1) (c) of the Act against the Company.

The Company has filed an appeal with Commissioner of Income Tax (Appeals), XVIII New Delhi against the said assessment order which is pending for disposal. The Company has also filed a rectification application u/s 154 of the Act before the AO to set off the assessed income u/s 143(3) against the brought forward losses of earlier years i.e. to rectify the mistakes apparent from the record. After giving effect of the application, the impugned demand has been reduced to Rs. Nil. Further in reply to the notice for initiation of penalty proceedings, the Company has filed a letter with the AO requesting to keep the penalty proceedings in abeyance till the disposal of Appeal filed before CIT (A).

4 The Income Tax Assessment of the Company for the assessment year 2009-10 has been completed by the Deputy Commissioner of Income Tax, Circle-10 (1), New Delhi under section 143(3) of the Act. Cconsequent to certain disallowances made in the assessment order, a demand of Rs. 9,845,584 has been raised on the Company. The Assessing Officer (''AO'') has also initiated penalty proceedings under section 271(1) (c) of the Act against the Company.

The Company has filed an appeal with Commissioner of Income Tax (Appeals), XVIII New Delhi against the said assessment order which is pending for disposal. The Company has also filed a rectification application u/ s 154 of the Act before the AO to set off the assessed income u/s 143(3) against the brought forward losses of earlier years i.e. to rectify the mistakes apparent from the record. After giving effect of the application, the impugned demand has been reduced to Rs. Nil. Further, in reply to the notice for initiation of penalty proceedings, the Company has filed a letter with the AO requesting to keep the penalty proceedings in abeyance till the disposal of Appeal filed before CIT(A).

5 The Income Tax Assessment of the Company for the assessment year 2010-11 has been completed by the Deputy Commissioner of Income Tax, Circle-10 (1), New Delhi under section 143(3) of the Act. consequent to certain disallowances made in the assessment order, a demand of Rs. 53,411,050/- has been raised on the Company. The Assessing Officer (''AO'') has also initiated penalty proceedings under section 271(1) (c) of the Act against the Company.

The Company has filed an appeal with Commissioner of Income Tax (Appeals), XVIII New Delhi against the said assessment order which is pending for disposal. The Company has also filed a rectification application u/s 154 of the Act before the AO to set off the assessed income u/s 143(3) against the brought forward losses of earlier years i.e. to rectify the mistakes apparent from the record. After giving effect of the application, the impugned demand has been reduced to Rs. Nil. Further, in reply to the notice for initiation of penalty proceedings, the Company has filed a letter with the AO requesting to keep the penalty proceedings in abeyance till the disposal of Appeal filed before CIT(A)

6 The Company has received orders dated 30 Mar-11 passed by Assessing Officer, TDS Ward 51 (2) u/s 201(1)/ 201(1A) of the Act for financial years 2007-08 and 2008-09, wherein demand amounting to Rs 1,87,550 and Rs 3,59,590 was raised on the Company on account of TDS not deducted/TDS deducted but not paid by the Company. The said demand was primarily on account of mismatch in the online database of tax department with the returns/ challans filed by the Company.

The Company has preferred an appeal against the order before CIT (A)-XXX and it is pending for disposal.

7 Religare Technova Global Solutions Limited (now merged with Dion Global Solutions Limited) has received a demand notice of Rs. 3,54,54,363 with equal penalty/-from Commissioner of Service Tax, Div-II, Gr. XII, Bangalore for the period March 1, 2006 to May 15, 2008 alleging non-payment of service tax on Management Consultancy Service.

The company has contended the view of the department and has filed a suitable appeal to the CESTAT, Bangalore against the said order on the basis of the fact that the services provided by the company falls under category Information Technology Software Services ''ITSS'' under service tax act not under Management Consultancy Service. Since ''ITSS'' is taxable from May 2008, service provided by the company before such period is a non-taxable service. The CESTAT after hearing has allowed 80% stay on the merit of the case has ordered to deposit Rs. 50,00,000/- which has been complied with. The case is pending for final hearing before CESTAT.

8 Religare Technova Global Solutions Limited (now merged with Dion Global Solutions Limited) has received a demand of Rs. 75, 21,154/- and Rs. 14,75,479/- from Assistant Commissioner of Commercial Taxes, (Recovery-22), Bangalore for nonpayment of VAT/CST liability for the months of February 06, March 06, April 06 to Mar 07 and from Apr 07 to Mar 08 respectively. The company has preferred appeals before Joint Commissioner of Commercial Taxes (Appeal-2), Bangalore against the said orders.

The notices were issued to the company for nonpayment of VAT on account of providing online information and data access services to the subscribers of this service. The company was paying service tax on the above activity which widely falls under category "Online Information and Data Retrieval Service" under service tax act. The management is in the view that the demand raised by the VAT department is not sustainable in the law. The demand will be deleted and company will get favorable decision by the higher tax authority.

9 Religare Technova Global Solutions Limited (now merged with Dion Global Solutions Limited) has received a demand notice of Rs. 4,89,732/- including interest and penalty dated 9 Mar 2012 from Assistant Commissioner of Service Tax, Div-II, Gr. XII, Bangalore for the period 2007-08 to 2010-11 alleging that the company has wrongly taken input credit on Air travel and catering service. The company has filed an appeal against the said demand notice.

10 Religare Technova Global Solutions Limited (now merged with Dion Global Solutions Limited) has received a show cause notice of Rs. 1,22,17,564/- dated 02 Apr 2012 from Commissioner of Service Tax, Div-II, Gr. XII, Bangalore for the period 2008-09 to 2010-11 alleging short payment of tax on software development revenue. The company is in process of filing suitable reply against the said SCN notice on the bonafide belief that the tax has been duly charged and paid on said activities as per the provisions of law.

11 Deal Depot Equities (DDE), has filed a summary suit in the High Court of Bombay (Original Civil Jurisdiction) (summary suit no. 612 of 2010) against RTGSL, which has now been merged with DION. DDE has alleged that in pursuant to purchase order of software namely "Trade Anywhere" to RTGSL , the same was followed by part payment of sum of Rs. 6,75,000/- RTGSL did not install and activate the same. DDE has prayed for refund of advance sum paid of Rs. 6,75,000/- along with interest at the rate 6% . The matter is currently pending.

12 Unimetal Ispat Limited had filed a suit (being M.S. No. 13/1997) against DION, before the Civil Judge (Senior Division) at Alipore, raising an aggregate claim of Rs. 11,00,000/-, in which a decree was granted by the Civil Judge (Senior Division) at Alipore. DION has filed an appeal in this matter in the High Court of Kolkata. The matter is currently pending.

2 SEGMENT REPORTING:

Primary Segment – Business Segments:

Segments have been identified in line with the Accounting Standard on Segment Reporting (AS-17), taking into account the organization structure as well as the differential risks and returns of these segments.

Segment revenue and results figures include the respective amounts identifiable to each of the segments and also amounts allocated on a reasonable basis. Other unallocable expenditure includes expenses incurred on common services provided to the segments which are not directly identifiable to the individual segments as well as expenses incurred at a corporate level which relate to the Company as a whole. The business segment has been considered as the primary segment.

3 OTHER NOTES

a. The Company has unabsorbed depreciation and carry forward losses under the Income Tax Act 1961 of India. Accordingly, keeping in view uncertainty of taxable income in the future, provision for deferred tax assets/ (liabilities) have not been recognized in the accounts.

b. The Company shares certain costs/ service charges with other companies in the group. These costs have been allocated between the companies on the basis mutually agreed upon, which has been relied upon by the auditors.

c. To give effect to the order dated December 20, 2012 ("Order") of the Hon''ble High Court of Delhi approving the Company''s petition for writing off its accumulated losses as at March 31, 2012 against the Reserves & Surplus and Share Capital of the Company as at that date, the financial statements as at March 31, 2012 and for the year ended on that date were restated to the extent necessary and the same has been approved by the Board of Directors on February 28, 2013 and adopted by the Shareholders on April 12, 2013.

d. Operating Leases

4 PREVIOUS YEAR FIGURES

Figures of the Previous Year have been regrouped, rearranged and reclassified to conform to the current year classification.

There is no other information apart from the information already disclosed above required to be disclosed pursuant to the relevant claused of Revised Schedule VI as inserted to the Companies Act by the Notification No. S.O.447 (E), Dated 28-02-2011

(As amended by Notification No. F.NO.2/6/2008-CL-V, Dated 30-03-2011).


Mar 31, 2012

1.1 The rights, preferences and restrictions attaching to each class of shares including restrictions on the distribution of dividends and the repayment of capital as under:

The Company has only one class of equity shares having a par value of Rs 10 per share. Each shareholder is entitled to one vote per share. The company declares and pays dividend in Indian Rupee. The dividend proposed by the Board of the Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. During the year ended 31 March 2012 the amount per share recognised as distribution to equity holders was Rs. Nil (31 March 2011 Rs Nil). The total dividend appropiation for the year ended 31 March 2012 amounts to Rs. Nil (31 March 2011 Rs Nil )including Corporate Dividend Tax of Rs. Nil (31 March 2011 Rs Nil).In the event of the liquadation of the company, the holder of the equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all prefrential amounts. The distribution will be in proportion of the number of the equity shares held by the equity share holders.

During the year on 11 November 2011, the company has alloted 1,00,00,000 fully paid up Non Convertible Cumulative Reedemable Preference shares of Rs. 10/- each at a premium of Rs. 190/- per share aggregrating Rs. 200 Crores. The Preference shares shall be reedemed at a premium not exceeding 10.58% p.a. (compounded annully) with in a period not exceeding 4.5 years in one or more tranches. The shares shall carry right to receive dividend not exceeding 1% p.a. subject to applicable provisions of the Income-tax Act, 1961. In the event of winding up, holders of preference shares shall be entitled to preferential right of redemption of the amount paid up and accumulated divided there on. Arrears of fixed cumulative dividend on these preference shares as on 31 March 2012 amounts to Rs. 55,556 (previous year Rs. Nil)

Employee Share-Based Cost is accounted for by the company based on intrinsic value method and as in both the grant dates the market price is lower than exercise price no cost have been recognized by the company.

Loss of the company would have been higher by Rs 485.62 Lacs if accounting was done based on fair value of stock option instead of intrinsic value of stock option.

Impact on EPS due to different accounting method as company has incurred a loss during the year (Refer note 29).

1.2 Other Disclosures:

Out of above fully paid up equity shares of Rs. 10/- each, 1,15,48,727 equity shares were issued with effect from 1 April 2009 pursuant to a scheme of arrangement (as sanctioned by the Hon'ble High Court of Delhi vide its order dated 28 July 2010) without payment being received in cash and includes 82,23,684 equity shares issued to Religare Technova Investment Shares Trust (sole beneficiary of which is Dion Global Solutions Limited - Refer Investment in Government and Trust Securities in Note 14)

2.1 There are no transaction with micro, small and medium enterprises during the year and as such there is no balance outstanding as at March 31 March 2012

3.1 Reclassified during the year as 'Non- Current Investments' from 'Stock - in - Trade' in earlier years and restated at cost in accordance with Accounting Standard (AS) 13- Accounting for Investments. The write back in valuation from lower of cost or net realizable value to 'cost' of Rs. 1,59,125/- is recognized in Miscellenous Income in Note 23.

Previous years figures have also been reclassified to confirm to this years' classification and facilitate comparision.

4 CONTINGENT LIABILITIES

As at As at Particulars 31 March, 2012 31 March, 2011 Rs. Rs.

(a) Guarantees

- Bank Guarantees given by the bankers on behalf of the 1,024,500,000 136,237,885 Company in form of letter of credit for facilitating working capital to its subsidiary companies (Refer note 18.1 above)

(b) Other money for which the company is contingently liable

- Disputed Income Tax Demands not provided for 31,465,328 21,619,744

- Disputed Service Tax Demands not provided for 48,161,659 35,454,363

- Disputed VAT/ CST Demands not provided for 8,996,633 7,521,154

- Disputed Interest tax Demands not provided for - 5,164,000

- Other contingent liabilities with respect to litigations 1,934,400 2,034,400

1,115,058,020 208,031,546

Details of Contingent Liabilities

1 The Company had filed appeal before Commissioner of Income Tax (Appeals) ["CIT(A)"] - XIII, New Delhi for the assessment year 2004-05 on December 23, 2009 against the order of Assistant Commissioner of Income Tax - Circle-11(1), New Delhi passed on October 9, 2009 under section 143(3)/section 147 of the Income Tax Act, 1961 ("the Act") wherein business losses of the Company for the subject Assessment year have been reduced by Rs 2,938,380. The captioned proceedings are still pending before the CIT (A) for disposal.

2 The Income Tax Assessment of the Company for the assessment year 2008-09 has been completed by the Assistant Commissioner of Income Tax, Circle-15 (1), New Delhi under section 143(3) of the Act. Consequent to certain disallowances made in the assessment order, a demand of Rs 12,538,987 has been raised on the Company. The Assessing Officer ('AO') has also initiated penalty proceedings under section 271(1) (c) of the Act against the Company.

The Company has filed an appeal with Commissioner of Income Tax (Appeals), XVIII New Delhi against the said assessment order which is pending for disposal. In reply to the notice for initiation of penalty proceedings, the Company has filed a letter with the AO requesting to keep the penalty proceedings in abeyance till the disposal of Appeal filed before CIT(A).

3 The Income Tax Assessment of the Company for the assessment year 2009-10 has been completed by the Deputy Commissioner of Income Tax, Circle-10 (1), New Delhi under section 143(3) of the Act. Consequent to certain disallowances made in the assessment order, a demand of Rs 9,845,584 has been raised on the Company. The Assessing Officer ('AO') has also initiated penalty proceedings under section 271(1) (c) of the Act against the Company.

The Company has filed an appeal with Commissioner of Income Tax (Appeals), XVIII New Delhi against the said assessment order which is pending for disposal. The Company has also filed a rectification application u/s 154 of the Act before the AO to rectify the mistakes apparent from the order. After giving effect of the application, the impugned demand will be reduced to Rs. Nil. In reply to the notice for initiation of penalty proceedings, the Company has filed a letter with the AO requesting to keep the penalty proceedings in abeyance till the disposal of Appeal filed before CIT(A).

4 The Company has received orders dated 30 Mar-11 passed by Assessing Officer, TDS Ward 51 (2) u/s 201(1)/ 201(1A) of the Act for financial years 2007-08 and 2008-09, wherein demand amounting to Rs 1,87,550 and Rs 3,59,590 was raised on the Company on account of TDS not deducted/TDS deducted but not paid by the Company. The said demand was primarily on account of mismatch in the online database of tax department with the returns/ challans filed by the Company.

The Company has preferred an appeal against the same to CIT(A)-XXX and the same is pending for disposal.

5 The Income Tax assessment of Religare Technova Global Solutions Limited (now merged with Dion Global Solutions Limited) for the assessment year 2007-08 was completed by the Assistant Commissioner of Income Tax-2(1), Mumbai under section 143(3) of the Act vide order dated December 29, 2009. Consequential to certain disallowances made during the assessment, the AO has raised a demand of Rs. 8,533,617 on the Company. The AO has also initiated penalty proceedings under section 271(1) (c) of the Act against the Company.

The Company has filed an appeal with Commissioner of Income Tax (Appeals)-IV, Mumbai against the said order. The CIT(A) vide its order dated 31.08.2010 has dismissed the Appeal filed by the Company. The Company has preferred an appeal before the Income Tax Appellate Tribunal, Mumbai against the order passed by the CIT(A) which is pending for disposal.

6 Religare Technova Global Solutions Limited (now merged with Dion Global Solutions Limited) has received a show cause notice from Commissioner of Service Tax, Div-II, Gr. XII, Bangalore for the period 1 March 2006 to 15 May 2008 alleging non-payment of service tax of Rs. 3,54,54,363/- The Show Cause Notice has been issued on grounds that the company have provided Enterprise Process Planning Software applications to their customers and that the same is classifiable under management or business consultant services.

The company has contended the view of the department and has filed a suitable appeal to the commissioner against the said order on the basis of the fact that the services provided by the company falls under category "Information Technology Software Services" under service tax act. Since this category of service was taxable after May 2008, service provided by the company before such period is a non-taxable service. The management is quite confident that no liability will be payable by the company after disposal of the case pending before the commissioner of service tax.

7 Religare Technova Global Solutions Limited (now merged with Dion Global Solutions Limited) has received a demand of Rs. 75,21,154/- and Rs. 14,75,479/- from Assistant Commissioner of Commercial Taxes, (Recovery- 22), Bangalore for nonpayment of VAT/CST liability for the months of February 06, March 06, April 06 to Mar 07 and from Apr 07 to Mar 08 respectively. The company has preferred appeals before Joint Commissioner of Commercial Taxes (Appeal-2), Bangalore against the said orders.

The notices were issued to the company for nonpayment of VAT on account of providing online information and data access services to the customers from its websites. The company was paying service tax on the above activity which widely falls under category "Online Information and Data Retrieval Service" under service tax act. The management is in the view that the demand raised by the VAT department is not sustainable in the law. The demand will be deleted and company will get favorable decision by the higher tax authority.

8 Religare Technova Global Solutions Limited (now merged with Dion Global Solutions Limited) has received a demand noticeof Rs. 4,89,732/- including interest and penaltydated 9 Mar 2012 from Assistant Commissioner of Service Tax, Div-II, Gr. XII, Bangalore for the period 2007-08 to 2010-11 alleging that the company has wrongly taken input credit on Air travel and catering service. The company is in process of filing appeal against the same demand notice.

9 M/s Jyoti Portfolios Limited (JPL) has filed a suit (being CS no.783/09) before the Senior Civil Judge, South District, New Delhi against RTGSL, which has now been merged with Dion Global Solutions Limited (DION). JPL has alleged that in pursuant to purchase order of software namely "IPO Anywhere" to RTGSL , for price of Rs.2.5 Lacs followed by part payment of sum of Rs. 1.25 Lacs, RTGSL did not install and activate the same at the agreed time. M/s Jyoti Portfolio has prayed for refund of advance sum paid of Rs. 1.25 Lacs along with interest at the rate 18% amounting to Rs. 0.34 Lac. The matter is currently pending.

10 Deal Depot Equities (DDE), has filed a summary suit in the High Court of Bombay (Original Civil Jurisdiction) (summary suit no. 612 of 2010) against RTGSL, which has now been merged with DION. DDE has alleged that in pursuant to purchase order of software namely "Trade Anywhere" to RTGSL , the same was followed by part payment of sum of Rs. 6.75 Lacs RTGSL did not install and activate the same. DDE has prayed for refund of advance sum paid of Rs. 6.75 Lacs along with interest at the rate 6% . The matter is currently pending.

11 Unimetal Ispat Limited had filed a suit (being M.S. No. 13/1997) against DION, before the Civil Judge (Senior Division) at Alipore, raising an aggregate claim of Rs. 11 Lacs, in which a decree was granted by the Civil Judge (Senior Division) at Alipore. DION has filed an appeal in this matter in the High Court of Kolkata. The matter is currently pending.

12 Religare Technova Global Solutions Limited (now merged with Dion Global Solutions Limited) has received a show cause notice of Rs. 1,22,17,564/- dated 02 Apr 2012 from Commissioner of Service Tax, Div-II, Gr. XII, Bangalore for the period 2008-09 to 2010-11 alleging short payment of tax on software development revenue.

The company is in process of filing suitable reply against the said SCN notice on the bonafide belief that the tax has been duly charged and paid on said activities as per the provisions of law.

5 SEGMENT REPORTING:

Primary Segment - Business Segments:

Segments have been identified in line with the Accounting Standard on Segment Reporting (AS-17), taking into account the organization structure as well as the differential risks and returns of these segments.

Segment revenue and results figures include the respective amounts identifiable to each of the segments and also amounts allocated on a reasonable basis. Other unallocable expenditure includes expenses incurred on common services provided to the segments which are not directly identifiable to the individual segments as well as expenses incurred at a corporate level which relate to the Company as a whole. The business segment has been considered as the primary segment.

6 OTHER NOTES

a. The Company has unabsorbed depreciation and carry forward losses under the Income Tax Act 1961 of India. Accordingly, keeping in view uncertainty of taxable income in the future, provision for deferred tax assets/ liabilities have not been recognized in the accounts.

b. On 10 September 2011, the Shareholders of Dion Global Solutions Limited ("the Company") had approved the writing off of accumulated losses as appearing in the books of accounts of the Company against the Reserves & Surplus and Share Capital of the Company. The Company has obtained the approval from Bombay Stock Exchange Limited in terms of Clause 24(f) of the Listing Agreement in relation to the proposed reduction of Capital. The Company has since filed a petition for seeking approval of said reduction of Capital with the Hon'ble High Court of Delhi on 1 October 2011 and the matter was listed on 18 October 2011, 3 February 2012, 28 February 2012 and 4 May 2012. The next date of hearing is on 9 August 2012. The Company seeks to amend the said petition. Pursuant to the orders of the Hon'ble High Court, the accounts for the year ended March 31.2012 may require revision before or after being circulated to the shareholders and its approval in the Annual General Meeting of the company, as directed by the Hon'ble High Court as per applicable provisions of the applicable laws.

c. The Company shares certain costs/ service charges with other companies in the group. These costs have been allocated between the companies on the basis mutually agreed upon, which has been relied upon by the auditors.

d. The Company has raised money by way of issue of securities i.e. Preference Capital amounting to Rs. 200,00,00,000 and Equity Share Capital amounting to Rs. 70,00,00,000 including Securities Premium. The securities were raised for the purpose of working capital requirements, on going and planned expansion strategies repayment of loan and any other ancillary purpose. As on 31st March 2012, unutilised amount of Rs. 35,00,00,000 out of this share issue proceeds was invested in inter- corporate deposits. This amount since has been utilized for the specific purpose of the issue.

7 PREVIOUS YEAR FIGURES

The financial statements for the year ended 31 March 2011 had been prepared as per the then applicable, pre- revised Schedule VI to the Companies Act, 1956. Consequent to the notification of Revised Schedule VI under the Companies Act, 1956, the financial statements for the year ended 31 March 2012 are prepared as per Revised Schedule VI. Accordingly, the previous year figures have also been reclassified to conform to this year's classification. The adoption of Revised Schedule VI for previous year figures does not impact recognition and measurement principles followed for preparation of financial statements except for accounting for dividend on investments in subsidiaries.


Mar 31, 2010

A) COMPOSITE SCHEME OF ARRANGEMENT

i. The Honble High Court of Delhi vide its Order dated July 28, 2010 has sanctioned the Scheme of Arrangement (Scheme) u/s 391 to 394 of the Companies Act, 1956, among Religare Technova Global Solutions Limited, Religare Technologies Limited, Religare Technova Limited, Religare Technova Business Intellect Limited, Religare Technova IT Services Limited and their respective Shareholders and Creditors.

ii. Certified copy of the Order has been received by the Company on 13th August, 2010 and the Company has filed the prescribed Form No. 21 with the Registrar of Companies, NCT of Delhi & Haryana on 16th August, 2010 to give effect to the Scheme.

iii. The Appointed Date of the Scheme is 1st April, 2009. Hence, the approved Scheme has been given effect from 1st April, 2009.

iv. Pursuant to the Scheme, the Demerged Undertaking of the Company (as defined in the Scheme) has been vested with Religare Technologies Limited (RTech) by way of Demerger on a going concern basis with effect from 1st April, 2009.

v. In consideration of the above said demerger, RTech has issued and allotted 8079463 equity shares in RTech credited as fully paid-up to the equity shareholders of the Company, in the share exchange ratio of 20 equity shares in RTech of Rs. 10/- each credited as fully paid up for every 100 equity shares of Rs. 10/-each fully paid up held in the Company, as on the Record Date, 3rd September, 2010.

vi. Any fraction(s) arising pursuant to the above said share exchange ratio has been consolidated and the equity shares have been issued by RTech to a trustee nominated by RTech. The trustee shall sell such shares and distribute the net sale proceeds to the shareholders entitled to such fractional share(s) in proportion to their fractional entitlement.

vii. Consequent to above said Demerger, the issued, subscribed and paid up equity share capital of the Company has been reduced from Rs 10/- per equity share to Rs 8/- per equity share, by cancelling the paid up equity share capital to the extent of Rs. 2/- per equity share. Forthwith upon such reduction, the equity shares of Rs. 8/- each has been consolidated in a manner that 1.25 shares of Rs. 8/- each should constitute one equity share of Rs. 10/- each fully paid and be allotted to the Shareholders of the Company whose names appears in the Register of Members on the Record Date i.e. September 3, 2010. In effect, the total paid-up share capital of the Company has been reduced from Rs. 40,39,73,130 divided into 40397313 equity shares of Rs. 10/- each to Rs. 32,31,78,500 divided into 32317850 equity shares of Rs. 10/- each.

viii. Any fraction(s) arising pursuant to the above said reduction and consolidation have been consolidated and the equity shares have been issued by the Company to a trustee appointed in respect of the Trust. The trustee shall sell such equity shares and distribute the net proceeds to the shareholders, entitled to such fractional share(s), in proportion to their fractional entitlement.

ix. Further, in terms of the Scheme, residual Religare Technova Global Solutions Limited (RTGSL) (after the transfer of Information Services Division to Religare Technologies Ltd. by way of a slump sale on going concern basis) stands vested in the Company with effect from 1st April, 2009.

x. In consideration of the merger as referred at paragraph ix above, the Company has issued and allotted to the equity shareholders of RTGSL, including the Trustee who will hold equity shares allotted in respect of the equity shares held by the Company in RTGSL, 11548727 equity shares of the Company in the share exchange ratio of 1.03275 equity shares of Rs. 10/- each credited as fully paid up, in the Company for every 2 equity shares of Rs. 5/- each fully paid up held in RTGSL on the Record Date i.e. 8th September, 2010.

xi. 1,15,48,727 Equity Shares were issued pursuant to Scheme of Arrangement without payment being received in cash and includes 82,23,684 Equity Shares issued to Religare Technova Investment Shares Trust (the sole beneficiary of which is Religare Technova Ltd.) for investment in Religare Technova Global Solutions Ltd.

xii. Any fraction(s) arising pursuant to the above referred share exchange ratio at paragraph x above has been consolidated and the equity shares has been issued by the Company to a trustee appointed in respect of the Trust. The trustee shall sell such shares and distribute the net proceeds to the shareholders in proportion to their fractional entitlement.

xiii. The subsidiaries of the Company- Religare Technova Global Solutions Limited, Religare Technova IT Services Limited and Religare Technova Business Intellect Limited stand dissolved without winding up with effect from 16th August, 2010 in accordance with the provisions of the Scheme.

xiv. The Transferor Company (Religare Technova Global Solutions Limited) carried on all the businesses and activities for the benefit of and in trust for the Transferee Company from the appointed date. Thus, the profit or income accruing or arising to the Transferor Company or expenditure or losses arising or incurred by them from the appointed date are treated as profit or income or expenditure or loss as the case may be of the Transferee Company. The Scheme has accordingly been given effect to in these accounts.

xv. Nature of Business of the Amalgamating Companies:

Religare Technova Global Solutions Limited (excluding Information Services Division) got merged with the Company. Its primary business is providing Information Technology Solutions (Software Products and Software Services) in the financial securities space.

The investment in subsidiaries Religare Technova IT Services Limited and Religare Technova Business Intellect Limited got demerged from the Company and merged with Religare Technologies Limited. Religare Technova IT Services Limited being in the business of System Integration, Business Solutions, Managed Services, Healthcare Knowledge Services and Hospital Information Services. Religare Technova Business Intellect Limited being in the business of Business Process Outsourcing.

xvi. Pooling of Interest method of accounting has been used to reflect the accounting treatment for the Scheme except for Part III (Para 3.1 to 3.8) where purchase method of accounting for amalgamation has been used. This is in compliance with Accounting Standard 14 notified under Companies (Accounting Standards) Rules, 2006.

xvii. An amount represented by the value of investment in the Demerged Undertaking has been adjusted against the Capital Reserve and Profit & Loss account of the Company.

xviii. The amount arising on account of reduction of equity share capital of the Company has been adjusted against the debit balance of the Profit & Loss Account in the books of the Company. The reduction and consolidation of share capital has been effected as a part of this Scheme itself and pursuant to the Order of the Honble Court, the reduction of capital is in due compliance of the provisions of Section 100, 102 & 103 and any other applicable provisions of the Companies Act, 1956 and rules and regulations made there under.

xix. The excess of shares issued by the Company to the shareholders of the Residual RTGSL over the aggregate value of the assets reduced by the aggregate value of the liabilities, securities premium and other reserves of the Residual RTGSL, has been adjusted with the Securities Premium..

b) CONTINGENT LIABILITIES

i. Technova Imaging Systems Private Limited (TISPL), has filed a suit against Religare Technova Ltd., Religare Technova Global Solutions Ltd. (vide amalgamation order dated July 28 2010 this company has now been merged with Religare Technova Limited), Religare Technova IT Services Ltd. (vide amalgamation order dated July 28 2010 this company has now been merged with Religare Technologies Limited) and Religare Technova Business Intellect Ltd. (vide amalgamation order dated July 28 2010 this company has now been merged with Religare Technologies Limited) (being C.S (OS) No. 588/2010) in the High Court of Delhi, u/s 134&135 of Trade Marks Act,1999 for injunction restraining infringement of trade mark, passing off, misrepresentation, acts of unfair competition, dilution , delivery up , damages and rendition of accounts. TISPL has prayed for granting of permanent injunction restraining the defendants from, their directors, promoters, employees etc. from using registered trademark "TECHNOVA", surrender or transfer in favour of TISPL the domain name religaretechnova.com, pass and pronounce the decree directing defendants to apply to Registrar of Companies for deletion of trade mark/name "TECHNOVA" from each of their corporate names, passing of preliminary decree for rendition of accounts directing the defendant to produce before the Honble Court and damages to the tune of Rs. 50,00,000 (Rs. 0.5 crore) or any such higher amount as may be determined pursuant to rendition of accounts. Further Application has been filed by the Respondents before the High Court for deletion of names of RTGSL, RTBIL and RTITSL. The matter is currently pending.

ii. M/s lyoti Portfolios Limited (JPL) has filed a suit (being CS no.783/09) before the Senior Civil Judge, South District, New Delhi against RTCSL, which has now been merged with RTl. JPL has alleged that in pursuant to purchase order of software namely "IPO Anywhere" to RTCSL , for price of Rs. 2,50,000 (Rs. 0.025 crore) followed by part payment of sum of Rs. 125,000 (Rs. 0.0125 crore), RTGSL did not install and activate the same at the agreed time. M/s Jyoti Porfolio has prayed for refund of advance sum paid of Rs. 1,25,000 (Rs. 0.0125 crorej along with interest at the rate 18% amounting to Rs. 34,400 (Rs. 0.003crore). The matter is currently pending.

iii. Deal Depot Equities (DDE), has filed a summary suit in the High Court of Bombay (Original Civil Jurisdiction) (summary suit no. 612 of 2010) against RTGSL, which has now been merged with RTL. DDE has alleged that in pursuant to purchase order of software namely "TradeAnywhere"to RTGSL , the same was followed by part payment of sum of Rs. 6,75,000 (Rs. 0.0675 crore) RTGSL did not install and activate the same. DDE has prayed for refund of advance sum paid of Rs. 6,75,000 (Rs. 0.0675 crore) along with interest at the rate 6%. The matter is currently pending.

iv. The Company has a Contingent Liability of a total sum of Rs. 51.64 (Previous Year Rs. 51.64) lacs for matters related to Interest Tax.

v. Unimetal Ispat Limited had filed a suit (being M.S. No. 13/1997) against RTL, before the Civil Judge (Senior Division) at Alipore, raising an aggregate claim of Rs. 0.11 crore, in which a decree was granted by the Civil Judge (Senior Division) at Alipore. RTL has filed an appeal in this matter in the High Court of Kolkata. The matter is currently pending

Future cash outflow(s) in respect of above are determinable only on receipt of judgments/ decisions pending with various authorities.

vi. There is bank guarantee in the form of letter of credit total amounting Rs. 1315 Lacs for facilitating working capital to its overseas subsidiary company named Religare Technova Global Solutions Pty Ltd.

c) Fixed Deposits with Scheduled Banks include Rs. 11.00 lacs (Previous year Rs. 11.00 lacs) under lien in favour of banks as margin deposit for the guarantee issued on behalf of the Company referred to in 2 (b)(iv) above, fixed deposits of Rs. 1315 lacs are under lien referred to in 2 (b) (v) above and Rs. 3.25 lacs (Previous year Rs. 2.00 lacs) with various state VAT/Sales Tax authorities..

e) The Company shares certain costs/service charges with other companies in the group. These costs have been allocated between the companies on the basis mutually agreed upon, which has been relied upon by the auditors.

i) The Company has unabsorbed depreciation and carry forward losses under the Income Tax Act 1961 of India. Accordingly, keeping in view uncertainty of taxable income in the future, provision for deferred tax assets/liabilities have not been recognized in the accounts.

k) Segment Reporting:

1. Primary Segment - Business Segments:

Segments have been identified in line with the Accounting Standard on Segment Reporting (AS-17), taking into account the organization structure as well as the differential risks and returns of these segments.

Segment revenue and results figures include the respective amounts identifiable to each of the segments and also amounts allocated on a reasonable basis. Other unallocable expenditure includes expenses incurred on common services provided to the segments which are not directly identifiable to the individual segments as well as expenses incurred at a corporate level which relate to the Company as a whole. The business segment has been considered as the primary segment.

I) Related Party Disclosures as required by Accounting Standard 18:

Nature of Relationship Name of the Party

i) Subsidiary Companies 1 OliveRays Innovations Ltd.

2 Regius Overseas Holding Co. Ltd.

ii) Step Down Subsidiaries 1 Religare Technova Global Solutions Pty. Ltd.

2 Religare Technova Global Solutions (Australia) Pty Ltd.

3 Religare Technova Global Solutions (Developments) Pty Ltd.

4 Religare Technova Global Solutions (Asia Pacific) Pty Ltd.

5 Religare Technova Global Solutions (NZ) Ltd.

6 Religare Technova Global Solutions (HK) Ltd.

7 Religare Technova Global Solutions (UK) Ltd.

8 Religare Technova Global Solutions (MY) Sdn. Bhd.

9 Religare Technova Global Solutions (Singapore) Pte. Ltd

10 Religare Technova Global Solutions Vietnam Company Ltd.

iii) Individuals owning, directly or indirectly, 1 Mr. Malvinder Mohan Singh an interest in voting power of the reporting 2 Mr. Shivinder Mohan Singh enterprise that gives them control or 3 Mrs. Japna Malvinder Singh significant influence over the enterprise, 4 Mrs. Aditi Shivinder Singh and relatives of any such individual

iv) Key management personnel and relatives 1 Mr. Maninder Singh Grewal

of such personnel 2 Mr. Sanjay V. Padode

3 Mrs. Maninder Grewal

4 Mrs. Kalpana Padode v) Enterprises over which any person 1 Religare Technologies Lid.

described in (iii) or (iv) is able to 2 Luxury Farms Private Ltd. exercise significant influence with 3 RHC Holding Pvt. Ltd. whom transactions have taken place 4 Oscar Investments Ltd.

5 Religare Enterprises Ltd.

6 Religare Finvest Ltd.

7 Religare Commodities Ltd.

8 Religare Realty Ltd.

9 Religare Securities Ltd.

10 Religare Capital Markets Ltd.

11 Religare Arts Initiative Ltd.

12 Religare Insurance Broking Ltd.

13 Aegon Religare Life Insurance Company Ltd.

14 Religare Macquarie Wealth Management Ltd.

15 Religare Capital Markets plc (name changed from Religare Hichens, Harrison pic w.e.f March 10, 2010)

16 Religare Travels (India) Ltd.

17 Religare Wellness Ltd.

18 Super Religare Laboratories Ltd.

p) Other Information with regards to other matters specified in clauses 3, 4, 4A, 4C and 4D of Part II of Schedule VI to the Companies Act, 1956 are either nil or not applicable to the Company for the year ended March 31, 2010.

q) There are no transactions during the year with Micro, Small and Medium Enterprises during the year and as such there is no balance outstanding as at March 31, 2010.

r) During the year Public Deposits Balance (2008-09) amounting to Rs. 3,95,75,000 has been fully repaid and there is no outstanding Deposits Balance at year end.

s) Capital Work in Progress Rs. 15,206,393 includes costs incurred on internally generated software in the development stage of the product. Considering the current economic and market conditions necessary provision has been made in the books of accounts for its impairment.

t) As per the policy, considering the current economic and market conditions, the Company has tested its assets for impairment. Based on its internal evaluation of recoverable value of its assets as against the carrying value of assets as on the balance sheet date, the internally generated softwares have been impaired to the extent of Rs. 16,904,711. Accordingly, necessary provision has been made in the books of accounts.

u) During the year outstanding loan amount due of AUD 20,849,648 from Regius Overseas Holding Company Limited,(ROHCL) a wholly owned subsidiary, along with the accrued interest thereon equivalent to AUD 2,894,157 was converted into 5,170,000 no. of Ordinary Shares @ AUD 1 each on June 24, 2009 and 1,85,7.3,805 no. of 0% Optionally Convertible Redeemable Preference Shares @ AUD 1 each on Oct.31, 2009 which has increased investment in ROHCL to Rs.11,35,836,088 consisting of 8,765,001 equity shares and 18,573,805 preference shares as on March 31, 2010. The above investments has been considered as long term and valued at cost as on March 31, 2010. As per AS 13 on "Accounting for Investments", these investments are classified as long term investments and are valued at cost, subject to any other than temporary decline in the value of these investments (please refer note below).

v) ROHCL including its overseas subsidiaries has suffered operating loss of AUD 37,31,823 during the year ended on March 31 2010 and YTD accumulated loss stands at AUD 76,91,662. However, the net worth is positive at AUD 2,09,49,960. Based on management assessment ROHCL operations should turnaround over next few years. Accordingly no provision, if any, for the diminution has been made in the value of investments for the year ended on March 31, 2010

w) The Company had received requests for cancellation of the unexercised stock options for 10,200 equity shares and after this cancellation there are no outstanding stock options under Employee stock option Plan, 2006.

x) Figures of the Previous Year have been regrouped, rearranged and reclassified to conform to the current year classification.

y) The figures for the year ended March 31, 2009 are not strictly comparable since they do not include numbers related to residual operations of Religare Technova Global Solutions Ltd., an erstwhile subsidiary of the company which has been merged with the Company pursuant to the scheme of arrangement sanctioned by the High Court of Delhi.

 
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