Directors Report of Dion Global Solutions Ltd.

Mar 31, 2016

Dear Members,

Dion Global Solutions Limited

The Board of Directors of Dion Global Solutions Limited ("the Company") presenting their 21^st Annual Report on the business and operations of the Company along with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2016.

FINANCIAL HIGHLIGHTS

The highlights of Standalone and Consolidated financial results of the Company for the Financial Years 2015-16 and 2014-15 are as under:

(Rs. in Crore)

Particulars	Standalone		Consolidated
	2015-16	2014-15	2015-16	2014-15
Revenue from Operations	34.37	35.15	230.30	288.75
Other Operating Income	0.01	-	0.02	0.88
Operating Expenses	37.17	37.29	259.09	254.47
Exceptional Items	-	-	30.95	-
EBITDA	(2.79)	(213)	(59.72)	35.16
Depreciation	1.26	1.46	19.42	15.75
Non-Operating Income	10.75	11.74	26.14	15.81
EBIT	6.69	8.15	(52.99)	35.22
Finance Cost	18.71	20.48	35.47	32.87
Net Profit/ (Loss) Before Tax	(12.03)	(12.33)	(88.46)	2.36
Tax	-	-	0.03	1.13
Net Profit/ (Loss) After Tax	(12.03)	(12.33)	(88.49)	1.23
Minority Interest	-	-	(1.81)	(2.69)
Net Profit / (Loss) for the Year	(12.03)	(12.33)	(86.68)	3.92
Brought Forward Loss	(15.40)	(2.85)	(113.45)	(117.15)
Total Accumulated Losses	(27.43)	(15.18)	(200.13)	(113.23)
Additional Depreciation on Fixed Assets	-	(0.22)	-	(0.22)
Net Brought Forward Loss	(27.43)	(15.40)	(200.13)	(113.45)

BUSINESS OVERVIEW

During the financial year 2015-16, the Consolidated Revenue of the Company decreased from Rs. 289.63 Crores in FY 201415 to Rs. 230.32 Crores reflecting a decline of around 20% on year to year basis. Revenue in FY16 declined primarily due to reducing demand for some of our traditional products coupled with the slow sales for our new products i.e. TRAC (FATCA/CRS) and Trade Center where we have and are still investing a lot as our future products.

The Company has incurred a Consolidated Net Loss of Rs. 88.49 Crore during the period under review as against a Consolidated Profit after Tax of Rs.1.23 Crore during the financial year 2014-15.

DIVIDEND AND TRANSFER TO RESERVES

Keeping in view the losses for the year under review, the Board of Directors of the Company has not recommended any dividend for the financial year ended March 31, 2016. Accordingly, there has been no transfer to general reserves.

MATERIAL CHANGES AND COMMITMENTS. AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR 2015-16 AND THE DATE OF THE REPORT

Subsequent to the financial year ended March 31, 2016, the following step down subsidiaries of the Company have been dissolved with effect from April 19, 2016:

1. Invest master Holdings Limited;

2. Consort Information Systems Limited;

3. Consort Securities Systems Limited;

4. Adminsource (UK) Limited; and

5. Indigo (London) Limited.

Except for the above, there have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year 2015-16 and the date of the Report.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section and forms part of this Report.

AWARDS AND RECOGNITIONS

The 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 the Company’s 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 fourth consecutive year at the Systems in the City Awards 2015 held in London.

- Dion Global Solutions (UK) Limited won the ‘Best Implementation of a Technology Solution’ award at the Wealth Briefing European Awards 2015.

- Our wealth management solution, Invantage, has been awarded the Good Accredited Standard for 2016 by Goodacre UK Limited.

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:

1. Dion Global Solutions (Singapore) Pte. Ltd., one of the step down subsidiaries of the Company, has incorporated its wholly owned subsidiary, Dion Latam SA on April 27, 2015; and

2. Dion Latam SA has also incorporated its wholly owned subsidiary, Dion Panama SA on April 27, 2015.

Further, no Company has ceased to be the Company’s subsidiary and also the Company has no joint ventures / associate companies during the year under review.

The Board of Directors has formulated a Policy for determining Material Subsidiaries which has been uploaded on the Company’s website and can be accessed through the link http:// investors.dionglobal.com/pdf/policy/Policy-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 Statements of the Company. The said statement contains a report 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 financial statements in respect of each of its subsidiaries to any shareholder of the Company who asks for it and the said financial statements will also be kept open for inspection at the registered office of the Company and that of subsidiary.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Regulation 34 of the Listing Regulations and Section 129 of the Act, Consolidated Financial Statements of the 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 Act are annexed herewith as Annexure-B and forms part of this Report.

RELATED PARTIES

All Related Party Transactions 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 few materially significant Related Party Transactions made by the Company with other related parties in the financial year. 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 Regulation 23 of the Listing Regulations. 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.dionglobal.com/pdf/ policv/Related-Partv-Transactions-Policv.pdf

None of the Directors has any pecuniary relationship or transaction 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 - C 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 controls with reference to the financial statements and were operating effectively. These have been designed for providing reasonable assurance with regard to financial statements prepared, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance of corporate policies. The Company has continued its efforts to align all its processes and controls with global best practices.

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 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 financial year under review, the following are the changes in the Directors and Key Managerial Personnel (KMP) of the Company:

S. No.	Name	Category	Date of Appointment	Date of Resignation
1	Mr. Balinder Singh Dhillon	Non Executive Non Independent Director	May 11, 2015
2	Mr. Rashi Dhir	Non-Executive Independent Director	May 11, 2015	-
3	Dr. Vandana Nadig Nair	Non-Executive Independent Director	May 11, 2015	-
4	Mr. Hemant Dhingra	Non-Executive Non-Independent Director	-	May 11, 2015
5	Mr. Pradeep Raniga	Non-Executive Non-Independent Director	-	May 11, 2015
6	Ms. Nishtha Sareen	Whole-time Director	-	May 11, 2015
7	Mr. John Lane Lowrey	Non-Executive Non-Independent Director	-	July 19, 2015
8	Mr. Daljit Singh	Non-Executive Non-Independent Director	August 4, 2015	-
9	Mr. Varun Sood	Non-Executive Non-Independent Director	August 4, 2015	November 20, 2015
10	Dr. Gaurav Laroia	Non-Executive Independent Director	August 4, 2015	-
11	Mr. Vikram Sahgal	Non-Executive Independent Director	-	August 4, 2015
12	Mr. Ravi Umesh Mehrotra	Non-Executive Non-Independent Director	November 2, 2015	-
13	Mr. Rama Krishna Shetty	Non-Executive Independent Director	-	November 20, 2015
14	Mr. Amit Sethi	Non-Executive Independent Director	January 20, 2016	-
15	Mr. Tanmaya Das	Chief Financial Officer	-	August 31, 2015 *
16	Mr. Ajay Milhotra	Chief Financial Officer (CFO)	October 12, 2015	-

* Last working day with the Company.

The Members of the Company at their 20^thAnnual General Meeting (AGM) held on September 18, 2015 approved the appointment of Mr. Rashi Dhir, Dr. Vandana Nadig Nair and Dr. Gaurav Laroia as Independent Directors for a term of 5 (Five) years with effect from the respective date of their appointment as Additional Directors. Further, the Members of the Company at the said AGM has also approved the appointment of Mr. Balinder Singh Dhillon, Mr. Daljit Singh and Mr. Varun Sood as Directors of the Company whose period of office shall be liable to determination by retirement by rotation.

The Board of Directors placed on records its deep appreciation for the valuable services and guidance provided by Directors, who have resigned during the year, during their tenure as Directors of the Company

Subsequent to the financial year ended March 31, 2016, Mr. Padam Narain Bahl has resigned from the office of Director of the Company with effect from August 08, 2016. The Board of Directors placed on records its deep appreciation for the valuable services and guidance provided by him during his tenure as a Director of the Company.

In terms of Section 161 of the Act, Mr. Ravi Umesh Mehrotra and Mr. Amit Sethi would hold office upto the date of the ensuing AGM of the Company.

Pursuant to Section 149(10) of the Act, the Board of Directors also recommends, the appointment of Mr. Amit Sethi as an Independent Director of the Company for a term of 5 (Five) consecutive years from the date of his appointment as an Additional Director, at the ensuing AGM of the Company.

The Company has received notices in writing from a Member along with the deposit of requisite amount proposing Mr. Ravi Umesh Mehrotra and Mr. Amit Sethi for appointment as Directors of the Company. The Nomination and Remuneration Committee (Committee) and the Board of Directors recommends their appointment.

The Company has also received from Mr. Amit Sethi declarations to the effect that he meets the criteria of independence as provided in Section 149 (6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

In the opinion of the Board, Mr. Amit Sethi fulfills the conditions for appointment as an Independent Director as specified in the Act and Rules made there under and he is independent of the management.

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 reappointment along with other details as stipulated under Regulation 36 of the Listing Regulations, 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 Regulation 16(1)(b) of the Listing Regulations.

Subsequent to the financial year ended March 31, 2016, Mr. Ralph James Horne has resigned from the office of Managing Director & Key Managerial Personnel (KMP) and Mr. Ajay Milhotra has resigned from the office of CFO with effect from May 12, 2016 and May 23, 2016 respectively. However, Mr. Ralph will continue as a Director of the Company.

The Board of Directors of the Company has appointed Mr. Michel Borst and Mr. Gopala Subramanium as Chief Executive Officer (CEO) and CFO of the Company with effect from May 12, 2016 and May 23, 2016 respectively and also designated them as KMPs of the Company with effect from May 23, 2016.

BOARD / COMMITTEE COMPOSITION AND MEETINGS

The Board of Directors of the Company met 7 (seven) times during the financial year 2015-16. The details of composition of Board and Committees 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 Act and Regulation 17 of the Listing Regulations.

BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out performance evaluation of its own performance, the Directors individually, Chairman as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee (NRC) and Stakeholders Relationship Committee. Following process of evaluation was followed:

S. No.	Process	Remarks
1.	Individual Self Assessment	Self-evaluation forms were shared and completed by the Directors and submitted to the Chairperson of NRC.
2.	One to One discussion	An independent Advisor was authorized to interact with each Board Member to assess performance, invite direct feedback and seek inputs to identify opportunities for improvement.
3.	Board Evaluation for the Board, NRC and of Independent Directors (IDs)	Using the Self-Assessment feedback and output from the one-to-one discussions, the formal Board Evaluation Process was conducted. A compilation of the individual self-assessments and one to one discussions were placed at the meeting of the NRC, the ID’s and the Board of Directors (BoD) held on February 2, 2016 for them to review collectively and include as additional feedback to the formal process completed in the meetings.
4.	Final recording and reporting	Based on the above, a final report on Board Evaluation was collated, presented and tabled at a meeting of the BoD. The report also noted best practices in certain areas and considered opportunities for improvement.

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 Act, 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, 2016, 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, 2016, 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, 2016 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

The Company continues to be committed to uphold the standards of Corporate Governance and adhere to the requirements set out by the Listing Regulations.

A detailed Report on Corporate Governance along with the Certificate of M/s. VAP & Associates, Company Secretaries in Practice, confirming the compliance to the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement for the period April 1, 2015 to November 30, 2015 and Regulations 17 to 27 & clauses (b) to (i) of Regulation 46(2) of the Listing Regulations for the period December 1, 2015 to March 31, 2016, 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 there under, 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 19^th Annual General Meeting (AGM) of the Company till the conclusion of the 21^st AGM of the Company to be held in the year 2016, subject to ratification of their appointment at every AGM.

Accordingly, M/s S.S. Kothari Mehta & Co. will retire as Statutory Auditors of the Company at the conclusion of the ensuing AGM of the Company. It is proposed to re-appoint them as Statutory Auditors of the Company for a term of 5 (Five) years.

The Company has received a written confirmation from them to the effect that their re-appointment, 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 reappointment of M/s S. S Kothari Mehta & Co. as Statutory Auditors of the Company for a term of 5 (Five) years from the conclusion of the forthcoming AGM till the conclusion of the AGM of the Company to be held in the year 2021 subject to ratification of their appointment at every AGM.

The Statutory Auditors’ Report does not contain any qualification, reservation or adverse remarks.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s MZ & Associates has conducted the Secretarial Audit of the Company for the financial year 2015-16.

The Secretarial Audit Report of the Company for the financial year ended March 31, 2016, is annexed herewith as Annexure - D to this Report. The said Report does not contain any qualification, reservation or adverse remarks.

PUBLIC DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits from public pursuant to the provisions of Section 73 of the Act 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 the Company continue to be listed on BSE Limited (“BSE”). The Annual Listing Fee for the financial year 2016-17 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 (“ESOP-2011”) for the financial year ended March 31, 2016 is available at http://investors.dionglobal.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 monthly consumption of electricity has declined.

2) The cloud based services are leveraged for sending emails and routing intra-office communication with a view to significantly bring down the telecommunication costs. Over 90 per cent of the meetings are now held online via Voice over IP (VoIP) to further trim costs while maintaining great service. Further, the dependency on servers and in-house data centers has been reduced by effectively implementing the cloud. This has led to improved productivity, reduced spending on infrastructure & IT and enhanced brand identity and reputation.

However, in view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act 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 20.72 Crores (Previous Year: Rs 24.84 Crores) in Foreign Exchange and incurred expenditure of Rs 1.55 Crores (Previous Year: Rs1.08 Crores) 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 Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, 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 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 Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as Annexure- E 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 mismanagement or 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

The 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

The year 2015 saw several initiatives towards strengthening the human resources management aspects relating to employee productivity, employee cost, talent management, diversity, capability development, employee engagement and various other engaging activities. We have nurtured a culture of diverse thinking, leading to an array of ideas and initiatives that resulted in sustained workforce engagement. We have driven our relentless focus on investing strategically in creating new growth vectors for future while continuing to drive our core to full potential, ensuring excellence and building on our agile and high performance culture.

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 its operations in future.

ACKNOWLEDGEMENTS

Your Directors would like to thank the Company’s Bankers, Regulatory Bodies, Stakeholders and other business associates for their continued support during the year and look forward to their continued support in future.

Your Directors also gratefully acknowledge and appreciate the hard work, solidarity, co-operation and contribution made by our employees at all levels for the growth of the Company.

For and on behalf of the Board

For Dion Global Solutions Limited

Sd/-

Place : New Delhi Maninder Singh Grewal

Date : August 8, 2016 Chairman

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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

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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

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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

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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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Mar 31, 2009

The Directors have immense pleasure in presenting this 14th Annual Report and Audited Accounts of your Company for the financial year ended March 31, 2009.

FINANCIAL RESULTS

The brief highlights of standalone and consolidated financial results of the Company for the Financial Years 2008-09 and 2007- 08 are as under:

(Rupees in Lacs)

PARTICULARS STANDALONE CONSOLIDATED

2008 - 09 2007 - 08 2008 - 09 2007 - 08

Total Income 601.74 794.48 21,848.48 3,899.90

Total Expenditure 1,343.95 1,322.36 25,558.95 4,436.10

Profit / (Loss) before Tax (742.21) (527.88) (3,710.47) (536.20)

Net Profit / (Loss) after Tax (808.38) (553.68) (3,817.33) (716.28)

Share of Minority Interest - - (793.65) 14.47

Share of Profit from Associates - - - (283.45)

Net Loss for the period (808.38) (553.68) (3,023.68) (1,014.20)

Brought forward Balance (3,163.41) (2,609.73) (3,584.29) (2,570.09)

OPERATIONS

During the year under review, the Indian economy has been impacted by recessionary sentiment and a slowdown in GDP growth affecting all the sectors including IT Sector. However, your Company has taken this year as an opportunity to consolidate its operations in India and abroad. Accordingly, the total consolidated income of the Company registered a growth of 460% at Rs. 21,848.48 Lacs as against Rs. 3,899.90 Lacs in the previous financial year. However, your Company has recorded a consolidated loss after tax of Rs. 3,817.33 Lacs as against Rs. 716.28 Lacs during the year under review mainly due to scaling up its operations.

DIVIDEND

Keeping in view the proposed restructuring of business operations of the Company, your Directors have decided not to recommend any dividend for the financial year ended March 31, 2009.

RESTRUCTURING OF BUSINESS OF THE COMPANY

Your Company is planning to restructure its business operations in the IT segment and segregate the products and services businesses. This will give independent focus on the product business and service business currently being run through its various subsidiaries. Both the businesses are totally different lines which require different business approaches and strategies, particularly with regard to their respective growth strategies viewed on a global basis. Moreover, the valuation of both businesses is also different owing to difference in the Industry scenario and market conditions.

To achieve the above objectives, your Company has proposed a composite scheme of arrangement which, inter-alia, provides for amalgamation of Religare Technova Global Solutions Limited (RTGSL) with your Company and demerger of the service business from all subsidiaries and RTGSL into Religare Technologies Limited (Religare Tech) and the consequent listing of the shares of Religare Tech.

The proposed Scheme would result in the products business and services business being carried on by two independent and separate listed companies. This would enable the management of the two companies to focus on their individual operations and permit the investors of RTL to hold shares in both the listed entities. The Scheme is also intended to achieve enhanced liquidity for the shareholders in respect of both business operations.

ACQUISITIONS

OliveRays Innovations Private Limited

Pursuant to Share Purchase Agreement dated December 31, 2008 executed amongst Religare Technova Global Solutions

Limited (subsidiary of your Company) (RTGSL), OliveRays Innovations Private Limited (OliveRays) and its Shareholders, RTGSL acquired 100% controlling equity stake of OliveRays. OliveRays cater to the needs of the Broking, Investment Banking and Fund Management segment by providing software for client relationships, internal workflow and documentation.

Religare Technova Global Solutions Pty Limited

Pursuant to Share Sale Agreement dated June 4, 2009 executed amongst Regius Overseas Holding Co. Ltd., step down 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.

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.47/523/2009-CL-III dated July 6, 2009 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 Annual Report of the Company for the financial year ended March 31, 2009. 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 company’s 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.

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.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Malvinder Mohan Singh, Mr. Padam Bahl and Mr. Vikram Sahgal are liable to retire by rotation as Directors at the ensuing Annual General Meeting of your Company and, being eligible, have offered themselves for the re-appointment. Your Board has recommended their re-appointment.

Apart from the above, the term of appointment of Mr. Maninder Singh Grewal as Managing Director of the Company is expiring on September 15, 2009. Keeping in view his knowledge and experience in the IT industry, the Board recommended the re-appointment of Mr. Maninder Singh Grewal, as Managing Director of the Company for a further period of three years, to the Members.

Brief profile of the Directors proposed to be appointed / re-appointed, qualifications, 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, as stipulated under Clause 49 of Listing Agreement, 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 2009-10 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. 5.61 lacs (Previous Year: Nil) in Foreign Exchange and earned Nil (Previous Year: Nil) 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, 2009, 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 Ms. Rachna Batra, Company Secretary 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.

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 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 of all executives, officers and staff at all levels. We look forward for their support in the future.

For and on behalf of the Board

For Religare Technova Limited

Sd/- Place : New Delhi Malvinder Mohan Singh Date : July 30, 2009 Chairman

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Mar 31, 2008

The Directors have immense pleasure in presenting this 13th Annual Report and Audited Accounts for the financial year ended March 31, 2008.

FINANCIAL RESULTS

The brief highlights of standalone and consolidated financial results of the Company for the Financial Years 2007-08 and 2006-07 are as under :

STANDALONE CONSOLIDATED (Rupees in Lacs) (Rupees in Lacs)

Particulars 2007-08 2006-07 2007-08 2006-07

Total Income 1066.77 456.13 3899.99 456.13

Total Expenditure 1646.25 837.87 4487.77 841.41

Profit / (Loss) before Tax (527.88) (390.74) (536.20) (385.29)

Net Profit / (Loss) after Tax (553.68) (392.20) (716.28) (388.64)

Share of Minority Interest - - 14.47 -

Share of Profit from Associates - - (283.45) 43.18

Net Loss for the period (553.68) (385.10) (1014.20) (345.46)

Brought Forward Balance (2609.73) (2224.63) (2570.09) (2224.63)

OPERATIONS

Financial Year 2007-08 has been strategically very important to your Company. This year has seen the beginning of the journey of Companys transition from a Non-Banking Financial Company to become an international player in Information Technology Products, Services and IT enabled Services. Some acquisitions and mergers took place during this period. Investments have been made in operations in and outside India to make our presence global.

These investments have resulted into a growth in its total income from Rs. 456.13 Lacs in 2006-07 to Rs. 3899.99 Lacs during this financial year on a consolidated basis. However, the Company has witnessed an increase in the loss from Rs. 345.46 Lacs to Rs. 1014.20 Lacs during the same period mainly due to interest cost amounting to Rs. 850.57 Lacs on acquisition funding. The initial investment will take sometime to render positive return to the shareholders. The performance will reflect in subsequent years.

DIVIDEND

To conserve the resources for business requirement of the Company, your Directors have decided not to recommend any dividend for the financial year ended March 31, 2008.

ACQUISITION OF SUBSTANTIAL EQUITY STAKE IN RELIGARE TECHNOVA GLOBAL SOLUTIONS LIMITED (FORMERLY ASIAN CERC INFORMATION TECHNOLOGY LIMITED)

On August 14, 2006, your Company had entered into Share Purchase and Subscription Agreement, inter alia, with Religare Technova Global Solutions Limited (formerly Asian CERC Information Technology Limited) ("RTGSL"), for the purpose of acquiring substantial equity stake and control of the management and affairs of the RTGSL. After completion of Open Offer formalities under SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997, the total holding of your Company stands at 59,25,800 Equity Shares constituting 48.23% of the total paid-up Share Capital of RTGSL and consequently your Company became promoter of RTGSL w.e.f. October 11, 2007.

SUBSIDIARIES

During the period under review, your Company has acquired 76% Equity Stake in Capital Market Solutions Pty. Ltd., Australia (CMS) through its subsidiaries Regius Infotech Private Limited (RIPL) and Regius Overseas Holding Co. Ltd., Mauritius (ROHCL). CMS provides market leading software, services and solutions to the financial markets in Asia Pacific and United Kingdom. Its offices are located in Australia, Hong Kong, Singapore, Malaysia, New Zealand and United Kingdom. However, pursuant to Scheme of Arrangement with regard to merger of RIPL with Religare Technova Global Solutions Limited (Formerly Asian CERC Information Technology Limited) - (RTGSL), CMS became subsidiary of RTGSL and RTGSL in turn became a subsidiary of your Company. Consequent to the aforesaid merger, the holding of your Company in RTGSL increased from 48.23% to 71.46% of the total paid-up share capital of RTGSL.

Further, your Company has entered into Share Purchase

Agreement with Religare Technova IT Services Limited (formerly Fortis Technologies Pvt. Ltd.) ("RTITSL") and its shareholders on April 1, 2008. Pursuant to this agreement, your Company has acquired 100% equity stake in RTITSL and accordingly RTITSL has become wholly owned subsidiary of your Company.

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. 47/560/2008-CL-lll dated 31.10.2008 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 Annual Report of the Company for the financial year ended March 31, 2008. 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.

ISSUE OF EQUITY SHARES ON RIGHTS BASIS

During the financial year ended March 31,2008, your Company offered 1,34,65,888 equity shares of Rs. 10/- each at par, for an amount aggregating to Rs. 13,46,58,880 on Rights basis to the existing equity shareholders of the Company in the ratio of one fully paid equity share for every two equity shares held on the record date i.e. on September 5, 2007. The issue opened on September 11, 2007 and closed on October 18, 2007. The Company, in consultation with the Bombay Stock Exchange Limited, finalized the basis of allotment and has allotted 13,465,538 equity shares on November 2,2007. The shares have been listed on the Bombay Stock Exchange Limited.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Managements 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.

ALTERATION OF MAIN OBIECTS AND CHANGE OF NAME OF THE COMPANY

The Board of Directors of the Company in their meeting held on January 5, 2008 decided to discontinue non banking financial activities pursuant to which the NBFC Certificate of Registration No. B-14.01447 dated 17.04.2006 was surrendered with Reserve Bank of India (RBI) which was accepted by RBI vide order dated June 2, 2008.

Further, in order to reflect main business of the Company viz Information Technology (IT) and IT related activities, the Board of Directors of the Company in their meeting held on June 9, 2008, decided to change the name of the Company and main objects of Memorandum of Association of the Company subject to shareholders approval through postal ballot process. Further to the approval of shareholders on July 16, 2008, the name of the Company has been changed from Fortis Financial Services Limited to Religare Technova Limited vide fresh Certificate of Incorporation dated July 25, 2008 and the objects clause of the Company has been altered.

DIRECTORS

Your Board had appointed Mr. Harpal Singh, Mr. Shivinder Mohan Singh, Mr. J. W. Balani and Ms. Sunita Naidoo as Additional Directors of the Company w.e.f. July 31, 2008. Pursuant to the provisions of Section 260 of the Act and Articles of Association of the Company, the above mentioned Directors shall vacate their offices at the ensuing Annual General Meeting. Notices for their candidature along with requisite fees have been received from Members under Section 257 of the Companies Act, 1956 for their appointment. Appropriate resolution seeking your approval to the appointments of aforesaid Additional Directors as Directors of the Company is appearing in the Notice convening the 13th Annual General Meeting of the Company.

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Sunil Godhwani and Dr. Preetinder Singh Joshi are liable to retire by rotation as Directors at the ensuing Annual General Meeting of your Company and being eligible have offered themselves for the re-appointment. Your Board has recommended 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, as stipulated under Clause 49 of Listing Agreement, are provided in the Report on Corporate Governance forming part of the Annual Report.

EXTENSION OF ANNUAL GENERAL MEETING

On request of your Company, Registrar of Companies, NCT of Delhi & Haryana, vide its approval dated August 13, 2008 has extended the time period upto three months (i.e. upto December 31, 2008) for holding the Annual General Meeting of your Company for the financial year 2007-08.

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 Bombay Stock Exchange Limited. The Annual Listing Fee for the financial year 2008-09 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 21 7(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, Research and Development and Technology Absorption are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has neither earned nor incurred any expenditure 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, 2008, 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

Report on Corporate Governance along with the Certificate of M/s Kiran Sharma & Co., Company Secretaries, 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.

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 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(2 A) 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.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their appreciation of the dedication and commitment of all executives, officers and staff at all levels. Your Directors would like to express their sincere appreciation of 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.

For and on behalf of the Board For Religare Technova Limited

Sd/-

Place : New Delhi Malvinder Mohan Singh Dated : November 25, 2008 Chairman

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Mar 31, 2007

The Directors have immense pleasure in presenting the 12th Annual Report abng with Audited Accounts for the year ended March 31, 2007.

FINANCIAL RESULTS

STAND ALONE CONSOLIDATED (Rs. in Lacs) (Rs. in Lacs) Particulars 2006-07 2005-06 2006-07 Total Income 447.13 2623.16 447.13 Total Expenditure 837.87 2379.57 841.41 Profit/(Loss) Before Tax (390.74) 243.59 (394.28) Amounts written off Nil 900.14 Nil Provision for Tax 1.45 7.18 1.45 Profit/(Loss) After Tax (392.20) 236.41 (394.29) Reversal of Provision for Non Performing Assets/Diminution in value of Investments 9.00 1205.19 9.00 Balance Brought Forward from last year (2224.63) (3692.34) (2224.63) Balance Carried Forward (2609.73) (2224.63) (2570.09)

Note: This being the first year of consolidation, the comparative financial figures for the year ended March 31, 2006 are not incorporated.

PERFORMANCE OF THE COMPANY

During the year under review, the performance of the company has improved with the witnessed growth of 30.70% in Income from Operations as compared to fiscal 2006.

The Company has enlarged its area of business and made strategic investments in Information Technology -Sector (IT) and entered into activities of IT and ITES Services, hardware trading generating an income of more than 50% from these activities. The Company has also expanded its operations and made its presence in BPO operations and generated revenue of Rs 39.02 Lacs from this.

The income for the previous financial year 2005- 06 included a non-recurring transaction representing profit on sale of investments in subsidiary companies aggregating Rs. 2400 Lacs. However, in fiscal 2007 there has been no such non-recurring transaction due to which there was a substantial decline in other income as compared to fiscal 2006, which ultimately affected the total income.

The lease rentals received during the year increased to Rs. 78.31 Lacs as compared to Rs. 71.89 Lacs in previous year. This rise in income has occurred on account of recovery of lease rentals from the clients which were written off in the earlier years. Further, the company has not entered into any fresh lease agreements during the year under review.

Company took several strategic steps to curtail expenditure and as a result total expenditure has

fallen by 64.79% in a controlled manner from Rs. 2379.57 Lacs in fiscal 2006 to Rs. 837.87 Lacs in fiscal 2007. Since the Company has diversified into the field of Information Technology, there has been a substantial increase in personnel expenses due to increase in staff cost and their salaries and allowances. Due to the expansion and diversification in business activities of the Company, there was a necessary requirement of more space to carry on the business operations. This resulted in increased ¦ expenditure in relation to rent and ancillary charges. The company has also incurred heavy expenditure on account of Interest and Finance Charges on Inter Corporate Deposits taken for the purpose of financing acquisition of Asian CERC Information Technology Limited. The reversal provision under RBI Prudential Norms decreased from Rs. 1205.09 Lacs in fiscal 2006 to Rs. 9 Lacs in fiscal 2007. This decrease of 99.25% was primarily because major Non- Performing Assets were written off during the fiscal 2006 and the provision of NPA was reversed accordingly in fiscal 2007.

DIVIDEND

To conserve the resources for business requirement of the Company your Directors do not recommended any dividend for the year ended 31" March, 2007.

SUBSIDIARY

The company has incorporated a 100% wholly owned subsidiary named "Fortis Business Intellect Limited" on 14th February 2007 to be primarily engaged in the business of providing IT related services and knowledge process outsourcing (KPO).

As per requirements of Section 212 of the Companies Act, 1956, the audited statements of Fortis Business Intellect Limited together with their Directors and Auditors Report for the year ended March 31, 2007 are annexed.

CHANGES IN CAPITAL STRUCTURE

During the year under review, the paid up Share Capital of the Company was increased from 2,58,60,375 Equity Shares of Rs.10 each to 2,69,31,775 Equity Shares of Rs. 10 each on account of issue and allotment of 10,71,400 equity shares of Rs.10 each at a premium of Rs.60/- per share, by way of preferential allotment to Mr. Sanjay Padode, as approved by shareholders by way of Special Resolution u/s 81(1 A) of the Companies Act, 1956 at the last Annual General Meeting of the Company held on September 16, 2006. The same were allotted in terms of Share Purchase and Subscription Agreement entered into by the Company on 14 August, 2006, inter alia, with Asian CERC Information Technology Limited and its Promoter, Mr. Sanjay Padode and others for acquisition of substantial equity stake of Asian CERC Information Technology Limited subject to requisite approval from SEBI.

CHANGES IN OBJECT CLAUSE

The Board of Directors of the Company has identified Information Technology (IT) and business related thereto as the core area for further growth and expansion. Accordingly, the Company intends to explore opportunities in IT Sector in addition to the existing business activities. Hence, the Main Objects of the Company were altered by insertion of objects related to IT Business as approved by shareholders through the postal ballot held and concluded on November 11, 2006.

RIGHTS ISSUE

The Shareholders of the Company in their meeting held on March 22, 2006, approved the issue of Equity Shares on rights basis, in the ratio of 1 (one) equity share for every 2 (two) Equity Shares, in terms of the provisions of Section 81(1 A) of the Companies Act, 1956. The Company has received the final observation letter from SEBI in this regard and final letter of offer has been filed with SEBI, Delhi on July 31, 2007.

The Company shall, thus, on complying with the guidelines issued by SEBI and obtaining all necessary statutory approvals including that of SEBI, allot Equity Shares on rights basis, to the equity shareholders as on the record date, determined by the Board.

ACQUISITION OF SHARES

The Board of Directors of the Company has identified Information Technology (IT) and business related thereto as the core area for further growth and expansion. Accordingly, the Company has entered into a Share Purchase and Subscription Agreement dated August 14, 2006 ("the SPSA"), inter alia, with Asian CERC Information Technology Limited ("ACERC"), for the purpose of acquiring substantial equity stake and consequent control of the management and affairs of ACERC.

For the purpose of complying with the provisions of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997 and other applicable laws, the Company has filed a Letter of Offer with the Securities and Exchange Board of India ("SEBI"), Mumbai on May 4, 2007. The Company has received the final observation letter from SEBI in this regard.

DIRECTORS

During the year under review, the Board of Directors was reconstituted by inclusion of members having experience, knowledge and expertise in their respective fields. The Board also acknowledges and express their deep appreciation for the co-operation and support extended by the Directors who have resigned from the Board in fiscal 2007.

Dr. Preetinder Singh Joshi, Mr. Vikram Sahgal and Mr. Padam Bahl were appointed on the Board as Additional Directors on September 16, 2006, December 19, 2006 and July 19, 2007 respectively, to hold the office upto the date of ensuing Annual General Meeting of the Company. The Company is in receipt of notices under Section 257 of the Companies Act, 1956, proposing their candidatures as Director(s) of the Company, liable to retire by rotation.

Mr. Maninder Singh Grewal was Chief Executive Officer of the Company has now been appointed as Whole Time Director for a period of three years effective from 16 September, 2006 on the terms and conditions as approved by shareholders through the postal ballot held and concluded on November 11, 2006. Mr. Grewal holds a degree in Mechanical Engineering and B. Tech (Hons.) from Indian Institute of Technology, Kharagpur. He has more than 33 years of professional experience in the Information Technology Industry.

Mr. V. M. Bhutan! and Mr. Umesh Kumar Khaitarr resigned from the Board on September 16, 2006 and Mr. Harpal Singh, Mr. Shivinder Mohan Singh and Mr. Vinay Kaul resigned from the Board on July 19, 2007.

Mr. Malvinder Mohan Singh, Director of the Company was designated as Chairman and Mr. Sunil Godhwani resigned as the Managing Director but continued as a Director of the Company with effect from July 19, 2007.

In terms of Article 153 of the Articles of Association of the Company, Mr. Malvinder Mohan Singh, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

The requisite disclosure regarding the above Directors has been made in the Report on Corporate Governance which forms part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2007, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(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, 2007, and of the loss of the Company for the said period;

(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 accounts for the financial year ended March 31, 2007 on a going concern basis.

AUDITORS AND AUDITORS REPORT

M/s R.V. Shah & Co., Chartered Accountants, the Statutory Auditors retire at the forthcoming Annual General Meeting and are eligible for

re-appointment. The Company has received a certificate from the retiring auditors to the effect that the appointment if made will be in accordance with the limits specified in Section 224(1 8) of the Companies Act, 1956. The Board recommends their re-appointment. Auditors qualifications as disclosed in the Auditors Report are self explanatory.

COMPANY SECRETARY

During the year, Ms. Anjali Malhotra, an Associate Member of the Institute of the Company Secretaries of India, was appointed as the Company Secretary with effect from January 2, 2007 consequent to the resignation of Ms. Rupa Radhakrishnan from the position of Company Secretary.

SHIFTING OF REGISTERED OFFICE

The Company has shifted its registered office from 55, Hanuman Road, Connaught Place, New Delhi-110001 to 255, 1st Floor, Okhla Industrial Estate, Phase-Ill, New Delhi-110020 with effect from January 11, 2007.

LISTING

The Equity Shares of the Company continue to remain listed on Bombay Stock Exchange Limited (BSE). The Company has paid the requisite Annual Listing Fee to BSE for the financial year 2007-08.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under Clause 49 of the listing agreement with the Stock Exchange. A separate Report on Corporate Governance along with the Certificate on Compliance of conditions of Corporate Governance from R.V. Shah & Co., Chartered Accountants is included as a part of the Annual Report.

FIXED DEPOSITS

During the period under review, 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.

PARTICULARS OF EMPLOYEES

The particulars regarding the employees as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are given in the Annexure A forming part of this report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company is not engaged in manufacturing activities and, therefore, the particulars as required 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, Research and Development and Technology Absorption are not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has neither incurred any expenditure in Foreign Exchange nor did it earn any foreign Exchange during the year under review.

Earnings : Rs. Nil Outgo : Rs. Nil

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from the Bankers, Regulatory Bodies, Investors, Suppliers, Distributors and other Business Constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance during the year.

For and on behalf of the Board

Sd/- Place : New Delhi Malvinder Mohan Singh Date : August 21, 2007 Chairman

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Mar 31, 2006

ANNUAL REPORT 2005-2006

DIRECTORS' REPORT

Your Directors are pleased to present the Eleventh Annual Report along with Audited Accounts for the year ended March 31, 2006.

FINANCIAL HIGHLIGHTS (Rs. Lacs) Particulars March 31 March 31 2006 2005

Gross Income 2623.16 918.73 Profit Before Tax (PBT) 243.59 41.17 Amounts written off 900.14 0.00 Provision for Tax 7.18 0.00 Profit After Tax (PAT) 236.41 41.17 Reversal of Provision for 1205.09 894.20 Non Performing Assets/ Diminution in value of Investments Balance Brought (3692.35) (2975.68) Forward from last year Balance Carried Forward (2224.63) (3692.34)

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Mar 31, 2005

The Directors have pleasure in presenting the Tenth Annual Report along with Audited Accounts for the year ended March 31, 2005.

FINANCIAL RESULTS

The summarized Financial Results are as under:

(Rs. in Lacs)

Particulars 2004-05 2003-04

Gross Income 918.73 2400.48 Profit before Write Off, Provision for Tax 41.17 1241.73 Amounts written off 0.00 650.45 Provision for Tax 0.00 64.00 Profit after Tax (PAT) 41.17 527.28

Provision/(Reversal) for Non Performing Assets/Diminution in value of Investments 894.20 (3788.52)

Balance brought forward from last year (2975.68) (7266.00) Balance carried forward (3692.34) (2975.68)

DIVIDEND

In view of the accumulated losses, the Directors do not recommend any dividend for the year.

MANAGEMENT DISCUSSION AND ANALYSIS

(i) FINANCIAL PERFORMANCE

Gross Income of the Company for the financial year ended March 31. 2005 was Rs.918.73 Lacs, compared to Rs.2400.48 Lacs in the previous year. PAT of the Company for the year was Rs.41.17 Lacs compared to Rs.527.28 Lacs in the previous year.

Finance Charges during the year were Rs.319.42 Lacs compared to Rs.592.62 Lacs in the previous year.

(II) INDUSTRY OVERVIEW

Non Banking Finance Companies (NBFCs) are being regulated by Reserve Bank of India (RBI). The regulatory and supervisory frameworks for NBFCs have been continuously strengthened to ensure healthy functioning or NBFCs. Entries of new NBFCs and Private Sector Banks have resulted in a strong competitive environment. Under this scenario, NBFCs are now under pressure to cut costs and to develop a focused marketing approach on selected customer segments by offering more personalised services.

COMPANY'S PERFORMANCE

Over the last three years, the Company has been focusing on and strengthening non fund based business which has yielded positive results. The Company has been able to record PAT of Rs.41.17 Lacs during the year due to its efforts made on reducing its costs and focusing on non fund based activities.

OUTLOOK FOR THE COMPANY

The Company intends to continue its thrust on fee based activities and minimize cost of debt and other operating/administrative costs.

OPPORTUNITIES & FUTURE OUTLOOK

India is a large and growing economy with rapidly expanding financial services sector. During the last decade, there has been a considerable broadening and deepening of the Indian Financial sector.

The Company was able to unlock significant value of its investments in its wholly owned subsidiaries during the financial year 2005-06 and has been able to significantly reduce its accumulated losses and repay its debts.

The Company intends to continue its thrust to reduce costs and derive income from its non fund based activities.

RISKS & CONCERNS

The Company is exposed to specific risks that are particular to its business and environments within which it operates, like hardening of interest rates, market and credit risks etc. The Company manages these risks by maintaining a conservative financial profile and by following prudent business and risk management practices

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has proper and adequate system of internal control commensurate with its size and business. The Company ensures adherence to internal control policies and procedures as well as all regulatory compliances.

The Company has an Audit Committee of the Board of Directors which meets regularly to review, inter-alia, risk management policies, adequacy of internal controls and audit findings on various aspects of the business.

HUMAN RESOURCES

The Company is making do the existing employees through motivation and in order to conserve costs, no recruitments have been made. The total number of employees was 10 as on March 31, 2005.

SUBSIDIARY COMPANIES

The Company has divested its entire equity investments in its two wholly owned subsidiaries namely Fortis Securities Ltd (FSL) and Fortis Comdex Ltd. (FCL) on May 16, 2005, pursuant to approval of the shareholders. The sale has resulted in a gain of Rs. 2400 Lacs.

As per requirements of Section 212 of the Companies Act, 1956, the audited statements of FSL and FCL together with their Directors' Report and Auditors' Report for the year ended March 31, 2005 are annexed.

FIXED DEPOSITS

The Company has not invited/received any fixed deposits during the year as per Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975. The matured and unclaimed deposits aggregating to Rs.0.37 Lacs representing/(Seven) deposit holders have been transferred to an escrow account with designated Bank as specified by Reserve Bank of India.

LISTING

The Equity Shares of the Company have been voluntary delisted from the Delhi Stock Exchange with effect from March 1,2005 in accordance with the SEBI (Delisting of Securities) Guidelines. 2003.

Equity Shares of the Company continue to remain listed on The Stock Exchange, Mumbai (BSE). The annual listing fee for the year 2004-05 has been paid to BSE.

DIRECTORS

In accordance with the Articles of Association of the Company, Mr. Harpal Singh and Mr. Shivinder Mohan Singh, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(i) that in the preparation of the annual accounts for the year ended on March 31, 2005, the applicable accounting standards had been followed;

(ii) that 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 at the end of the Financial Year 2004-05 and of the profit of the Company for that period;

(iii) that the Directors had 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;

(iv) That the Directors had prepared the annual accounts of the Company on a "going concern" basis.

PARTICULARS OF EMPLOYEES

None of the Employees is in receipt of remuneration for the year which in aggregate was more than the limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975, as amended.

AUDITORS

M/s R V Shah & Company, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

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

The Company has nothing to report in respect of information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988.

CORPORATE GOVERNANCE

A separate report on Corporate Governance as stipulated under clause 49 of the Listing Agreement is furnished as a part of the Directors' Report and the certificate from the Company's Auditors regarding compliance of conditions of Corporate Governance is annexed to the said Report.

CONSOLIDATED FINANCIAL STATEMENTS

As required under Clause 32 of the Listing Agreement with the Stock Exchanges, Audited Consolidated Financial Statements form part of the Annual Report.

ACKNOWLEDGEMENTS

The Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review. The Directors of your Company also wish to place on record their deep sense of appreciation for the committed services of the executives and staff of the Company.

On order of the Board of Directors

Place : New Delhi Harpal Singh Date : August 17, 2005 Chairman

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Mar 31, 2004

The Directors have pleasure in presenting the Ninth Annual Report of your Company with Audited Accounts for the year ended March 31, 2004.

FINANCIAL RESULTS

The summarized financial results are as under:

Rs. in Lacs

Particulars Current Previous Year Year

Gross Income 2399.81 2302.14

Profit/(Loss) before write off, Provisions, & Tax 1241.73 155.35

Amounts written off 650.45 308.83 Provisions for Tax 64.00 0 Profit/(Loss) after Tax 527.28 (153.48)

Reversal of earlier provisions for Non performing Assets 3788.52 1557.81

Appropriations

Balance brought forward from last year (7266.01) (8594.03) Balance Carried forward (2975.68) (7266.01)

DIVIDEND

In view of the accumulated losses the Directors do not recommend any dividend for the year.

CONSOLIDATED FINANCIAL STATEMENTS

As required under Clause 32 of the listing Agreements with the Stock Exchanges, Audited consolidated financial statements form part of the Annual Report.

OPERATIONAL REVIEW

The year under review was of significant achievements for the Company during which the Company was able to record a net profit (before tax) of Rs. 5.91 Crores against loss of Rs. 1,53 Crore incurred in previous year. This has been primarily on account of fee based incomes & reduction in finance costs.

FIXED DEPOSITS

The Company has not invited/received any fixed deposits during the year under review as per Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975. The Matured and unclaimed deposits aggregating to 0.88 lacs representing 15 deposit holders have been transferred to an escrow account with designated Bank as specified by Reserve Bank of India.

MANAGEMENT DISCUSSION AND ANALYSIS

(i) Industry Overview:

The Non-Banking Financial Companies Sector continues to witness stiff competition from banks having large volume of low cost funds. Reserve Bank of India has also been continually strengthening the supervisory frame work for NBFC's in order to ensure sound and healthy functioning and avoid excessive risk taking. The NBFC sector in India is fragmented into few larger companies with nation wide presence and number of small and medium sized companies providing a wide variety of financial services. The NBFC Sector plays an important role in providing credit to unorganized sector and to small borrowers.

(ii) Company's Performance:

Over the last two years, the Company has been focusing and strengthening non fund based business which has yielded positive results. The Company has been able to record a Net Profit of Rs. 5.27 Crores due to efforts made on reducing costs and earning fee based income.

(iii) Outlook for the Company:

The Company plans to continue its thrust on fee based activities and minimize the cost of debt and operating/administrative costs.

(iv) Opportunities & Threats:

In the current scenario, it is very difficult to raise low cost funds and therefore there is hardly any opportunity for any fund based activities in the near future. The stringent measures imposed by Reserve Bank of India are hampering the growth of NBFC's. The growth of the service sector presents new opportunities for the financial service industry in India.

(v) Risks & Concerns:

The Company is exposed to specific risks that are particular to its business and environments within which it operates, including competitions from other NBFC's. The Company manages these risks by maintaining a conservative financial profile and by following prudent business and risk management practices.

(vi) Internal Control Systems and their Adequacy:

The Company has proper and adequate system of internal control looking to its size and business. The Company ensures adherence to all internal control policies and procedures as well as compliance with all regulatory authorities.

The Company has an Audit Committee of the Board of Directors which meets regularly to review, inter-alia, risk management policies, adequacy of internal controls and audit findings on the various aspects of the business.

(vii) Financial Performance:

During the year under review, the Company earned a total income of Rs.2399.81 Lacs as compared to Rs.2302.14 Lacs in the previous year. The Company recorded a Net Profit of Rs.5.91 crore during the year as against loss of Rs. 1.53 Crores in previous year.

(viii) Human Resources:

The Company is deriving maximum output from the existing employees through motivation and in order to conserve costs, no recruitments have been made. The total number of employees in our organization was 10 on 31st March, 2004.

SUBSIDIARY COMPANY

The audited statement of accounts of Fortis Securities Limited (FSL) and Fortis Comdex Limited, the wholly owned subsidiaries of the Company together with the Reports of Directors' and Auditors' for the year ended March 31, 2004 as required under Section 212 of the Companies Act are annexed.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956 your directors confirm as under:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts on a going concern basis.

DIRECTORS

In accordance with the Articles of Association of the Company, Mr. V K Kaul, Mr. Malvinder Mohan Singh and Mr Umesh Khaitan retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

STOCK EXCHANGE LISTING

The Equity Shares of the company are listed on the Stock Exchanges at Delhi and Mumbai. The Company confirms that it has paid annual listing fees due to the Stock Exchanges at Delhi and Mumbai for the year 2004-2005.

The Company proposed to delist the Equity Shares from the Stock Exchange at Delhi, requisite approval is being sought from the Shareholders at the ensuing Annual General Meeting.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is furnished as a part of the Directors' Report and the certificate from the Company's Auditors regarding compliance of conditions of Corporate Governance is annexed to the said Report.

AUDITORS

M/s R V Shah & Company, Chartered Accountants, retire at the ensuing Annual Genera! Meeting and being eligible offers themselves for re- appointment.

PARTICULAR WITH RESPECT OF CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

There are no particulars relevant to be furnished pertaining to conservation of energy/technology absorption. Foreign exchange earning and outgo was nil.

PARTICULARS OF EMPLOYEES

None of the employees is in receipt of remuneration for the year, which in aggregate was more than the limit prescribed under Section 217(2A) of the Companies Act, 1956, and rules made thereunder.

ACKNOWLEDGEMENTS

The Directors would like to express their grateful appreciation for the assistance and co-operation received from Financial Institutions, Banks, Government Authorities and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Executives and Staff of the Company.

On behalf of the Board of Directors

Place : New Delhi Harpal Singh Date : August, 13, 2004 Chairman

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Mar 31, 2003

Your Directors have pleasure in presenting the Eighth Annual Report of your Company with Audited Accounts for the year ended March 31, 2003.

FINANCIAL RESULTS

The summarized financial results are as under:

Rs. lacs Particulars Current Year Previous year

Lease Rental & Other Income 1211.85 509.97

lncome(Loss)from Capital Market Operations 58.66 (10.25)

Cash Loss (39.90) (608.95)

Depreciation 113.25 97.09

Loss for the year (153.48) (706.37)

Reversal/(Provision) under RBI Prudential norms 1557.81 (214.84)

Prior Period items (76.30) 0

Profit/(Loss) after provision under RBI Prudential norms 1328.02 (921.21)

Appropriations - Balance brought forward from last year (8594.03) (7672.82)

Balance carried forward (7266.01) (8594.03)

DIVIDEND

In view of the loss reported by the Company, your Directors have not recommended any dividend for the year.

CONSOLIDATED FINANCIAL STATEMENTS

As required under Clause 32 of the listing Agreements with the Stock Exchanges, Audited consolidated Financial statements form part of the Annual Report.

OPERATIONAL REVIEW

During the year under review, the Company earned a total income of Rs.1270.51 Lacs as compared to •Rs.499.72 Lacs in the previous year. The Company has also been able to contain the loss for the year to Rs. 153.48 Lacs as compared to Rs.706.37 Lacs in the previous year.

Looking to the overall economic scenario and other adverse factors prevailing in the NBFC Sector during the last several years, your company had decided not to do any fund based business and focus on recovery/settlement of overdue debts and other asset portfolio and also generate fee based income by focusing on non fund based activities.

Your Company has also made a significant effort in lowering its costs. The personnel and administrative expenses have been reduced from Rs. 204.79 lacs to Rs. 177.05 lacs. The borrowing cost has also come down marginally due to restructuring of loans.

FIXED DEPOSITS

The Company has not invited/received any fixed deposits during the year under review as per Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975. The Matured and unclaimed deposits aggregating to 0.88 lacs representing 15 deposit holders has been transferred to an escrow account with designated Bank as specified by Reserve Bank of India.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

(i) NBFC Sector:

The financial services sector is passing through a difficult stage with a number of constituents engaged primarily in recovery of past dues. The success of the strategies adopted by these companies depend to a large extent on the external environment and economic revival.

The setting up of assat reconstruction companies would lead to a focused management of the non-performing assets of banks and financial institutions which may help NBFCs also. This could, in turn, lead to opportunities in reconstruction of viable units. Further, while the slow pace of legal formalities is daunting, recent proposals to initiate wide ranging and sweeping reforms in the judicial processes may have a positive impact on the recoveries of dues.

(ii) Companys performance:

As in the previous year, the management continues to focus on the following activities:-

- Increase fee based activities.

- Maximise recovery from both corporate and retail clients.

- Reduce administrative expenses.

As a result of the above activities, the company has been able to reduce its costs and focus itself on recovery of overduse and non-fund based activities. However, recovery is still at a lower pace due to continued sickness of many industries, no marked improvement In economic activities, nature of debts arid long time being taken in settlement of the Court Cases.

(iii) Outlook for the Company

The company plans to strengthen the recovery process and maximize (he collection by persuatlon, arbitration and other legal processes apart from rescheduling of payment of overdues and waiver/concessions of interest.

The Company shall continue to lay thrust on fee based activities and minimise the costs of debt and administrative expenses.

(iv) Opportunities & Threats

With the expectation of improvement in economic activity in the coming years, your company plans to take the opportunity of realizing the overdues as early as possible through legal and other remedial measures.

In the current scenario, it is difficult to raise low cost funds and therefore there is hardly any opportunity for fund based activities in the near future. The stringent measures imposed by Reserve Bank of India is hampering the growth of NBFCs in a natural way which should be addressed by the authorities to have a healthy survival of the NBFC Sector.

(v) Risks & Concerns:

The Company continues to face large scale defaults. To combat the same, the Company has taken adequate legal and other steps.

(vi) Internal Control Systems and Adequacy thereof:

The Company has proper and adequate system of internal control looking to its size and business. The internal control systems of the Company are designed to ensure that the financial and other records are reliable, for preparing financial statements and other data, and for maintaining accountability of assets. The Company has an Audit Committee of the Board of Directors which meets regularly to review, inter-alia, risk management policies, adequacy of internal controls and audit findings on the various aspects of the business.

(vii) Financial Performance

During the year under review, the Company earned a total income of Rs. 1270.51 Lacs as compared to Rs.499.72 Lacs in the previous year. The Company has also been able to contain the loss for the year to Rs.153.48 Lacs as compared to Rs.706.37 Lacs in the previous years.

(viii) Human Resources:

The Company is deriving maximum output from the existing employees through motivation and in order to conserve cost, no recruitments have been made. The total number of employees in our organization was 21 as on 31st March, 2003.

SUBSIDIARY COMPANY

The audited statement of accounts of Fortis Securities Limited (FSL), a wholly owned subsidiary of the Company together with the Reports of Directors and Auditors for the year ended March 31, 2003 as required under Section 212 of the Companies Act are annexed.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956 your directors confirm as under:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit or loss of the Company for that period ;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts on a going concern basis.

DIRECTORS

In accordance with the Articles of Association of the Company, Mr. Harpal Singh, Mr. Shivinder Mohan Singh and Mr. V M Bhutani retire by rotation as directors at the ensuing Annual General Meeting and are eligible for re-appointment.

STOCK EXCHANGE LISTING

The Equity Shares of the company are listed on the Stock Exchanges at Delhi and Mumbai. The Company confirms that it has paid annual listing fees due to the Stock Exchanges at Delhi and Mumbai for the year 2003-2004.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is furnished as a part of the Directors Report and the certificate from the Companys Auditors regarding compliance of conditions of Corporate Governance is annexed to the said Report.

AUDITORS

M/s. R V Shah & Company, Chartered Accountant be and is hereby appointed as Statutory Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting in place of M/s. R. A. Patel & Co., Statutory Auditors of the Company who have expressed their desire to discontinue as Auditors of the Company due to certain personal reasons.

PARTICULAR WITH RESPECT OF CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

There are no particulars relevant to be furnished pertaining to conservation of energy/technology absorption. Foreign exchange earning and outgo was nil.

PARTICULARS OF EMPLOYEES

None of the employees is in receipt of remuneration for the year, which in aggregate was more than the limit prescribed under Section 217(2A) of the Companies Act, 1956, and rules made thereunder.

ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Executives and Staff of the Company.

On behalf of the Board of Directors Place: New Delhi Harpal Singh Date: July 2, 2003 Chairman

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Mar 31, 2002

Your Directors have pleasure in presenting the Seventh Report of your Company with Audited Accounts for the year ended March 31, 2002.

FINANCIAL RESULTS

The summarised financial results are as under:

Rs. lacs Particulars Current Year Previous Year

Lease Rental & Other Income 509.97 827.37

Income(Loss) from Capital Market Operations (10.25) 402.73

Cash Loss 608.95 579.72

Depreciation 97.09 460.41

Loss for the year (706.37) (1040.52)

Provision under RBI Prudential norms (214.84) (4456.02)

Loss after provision under RBI Prudential norms (921.21) (5496.54)

Appropriations

Balance brought forward

from last year (7672.82) (2176.28)

Balance Carried forward (8594.03) (7672.82)

DIVIDEND

In view of the loss reported by the Company, your Directors have not recommended any dividend for the year.

CONSOLIDATED FINANCIAL STATEMENTS

As required under Clause 32 of the Listing Agreements with the Stock Exchanges, Audited Consolidated Financial Statements form part of the Annual Report.

OPERATIONAL REVIEW

During the year under review, the Company earned total income of Rs.1610.64 lacs as compared to Rs. 3906.47 lacs in 2000-01.

The Company continued to focus on recovery/settlement of overdue debts and other asset portfolio. Vigorous efforts and other remedial actions including restructuring, rescheduling and repossession of assets were undertaken by the Company. Legal actions where necessary including filing of criminal cases on case to case basis are being pursued against the defaulting clients. These cases are in various stages of completion and the positive results are expected in the ensuing years.

The various steps taken by the Company for recovery of its overdues has resulted in realisation of Rs. 441.13 lacs as against Rs. 659.80 lacs in the previous year. During the year the Company has made full provision on account of non-performing assets as required under RBI prudential norms to the tune of Rs. 214.84 lacs besides writing off Rs.21.53 lacs as debts as against Rs. 4456.02 lacs and Rs. 33.55 lacs respectively in the previous year.

The Company has also made significant efforts in lowering its operating costs. The personnel and administrative expenses have been reduced from Rs. 270 lacs to Rs. 204.79 lacs. The interest costs has also come down substantially due to restructuring of loans.

FIXED DEPOSITS

The Company has not invited/received any fixed deposits during the year under review as per Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975. The matured and unclaimed deposits aggregating to Rs.1.06 lacs representing 17 Deposit holders are being transferred to an escrow account with designated Bank as specified by Reserve Bank of India.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

(i) NBFC Sector:

As a part of the economic reforms, the government is reducing interest rate(s) to lower the overall finance cost. In spite of this and other banking reforms, no major momentum is witnessed in credit off take by the core industrial sector.

With falling interest rates and stiff competition from Banks and Financial Institutions, NBFC sector's growth is adversely affected. As in the past this year also, NBFC sector has suffered adversely, due to the following reasons:

- Overall economic slowdown.

- Loss of faith in NBFCs by the investors due to default in the repayment of liabilities towards Deposits and Debentures.

- Increased competition from MNCs, Banks and FIIs, having access to cheaper cost of fund.

- Large-scale default by corporate clients taking shelter under BIFR.

(ii) Company's performance:

Looking to the overall economic scenario and adverse factors prevailing in the NBFC sector during the last three to four years, the management had decided not to do any additional fund based business and to review the situation every year. To overcome the adverse circumstances and to service different stake holders to the extent possible, the Company had also decided to take infer alia, the following actions:

- Maximise recovery from both corporate and retail clients.

- Reduce administrative expenses.

- To reduce its liabilities.

As a result of the above decisions, the company has been able to reduce its costs drastically and focus itself on recovery of overdues.

Outlook for the Company

In view of the low industrial off take and other activity, no major improvement in the ensuing year is expected.

Having met the liabilities towards the depositors and retail debenture holders, the main thrust would be to focus on overdue recoveries.

(iii) Opportunities & Threats:

There is currently very little opportunity for the Company to raise cheaper funds on a large scale to compete in the market. Company is facing competition from FIs, Banks and MNCs having wide network and large-scale low interest funds.

(iv) Risks & Concerns:

The Company is facing severe financial crunch due to default by corporate clients-many of them having taken shelter under the Sick Industrial Companies Act through BIFR, repayments from whom is negligible, if not nil.

(v) Internal Control Systems and their Adequacy The Company has proper and adequate system of internal control looking to its size and business. The internal control systems of the Company are designed to ensure that the financial and other records are reliable, for preparing financial statements and other data, and for maintaining accountability of assets.

(vi) Human Resources:

The Company is deriving maximum output from the existing employees through motivation and in order to conserve the cost, no further recruitments are being done.

SUBSIDIARY COMPANY

The audited statement of accounts of Fortis Securities Limited (FSL), a wholly owned subsidiary of the Company together with the Report of Directors' and Auditors' for the year ended March 31, 2002 as required under Section 212 of the Companies Act are annexed.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956 your directors confirm as under:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit or loss of the Company for that period;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts on a going concern basis.

DIRECTORS

In accordance with the Articles of Association of the Company, Mr. Umesh Kumar Khaitan retire by rotation as directors at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Mr. Sunil Godhwani, was appointed as Additional Director of the Company on 29th June. 2002 to hold office till the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mr. Sunil Godhwani, was appointed as Managing Director of the Company for a period of three years effective 29th June, 2002 subject to the approval of the Shareholders. He holds a Master of Science degree in Industrial Engineering from Polytechnic Institute of New York and is an MBA in Finance & International Marketing from New York University. Mr Sunil Godhwani brings with him rich business experience of over 15 years.

STOCK EXCHANGE LISTING

The Equity Shares of the Company are listed on the Stock Exchanges at Delhi and Mumbai. The Company confirms that it has paid annual listing fees due to the Stock Exchanges at Delhi and Mumbai for the year 2002- 2003.

AUDIT COMMITTEE

The Audit committee was re-constituted by the Board at its meeting held on 29th June, 2002 and comprises of Mr V K Kaul, Mr Malvinder Mohan Singh and Mr V M Bhutani, Directors of the Company. Mr V M Bhutani has been appointed as Chairman of the Audit Committee.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is furnished as a part of the Directors' Report and the certificate from the Company's Auditors regarding compliance of conditions of Corporate Governance is annexed to the said Report.

AUDITORS

M/s. R.A. Patel & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

PARTICULAR WITH RESPECT OF CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

There are no particulars relevant to be furnished pertaining to conservation of energy/technology absorption. Foreign exchange earning and outgo was nil.

PARTICULARS OF EMPLOYEES

None of the employees is in receipt of remuneration for the year, which in aggregate was more than the limit prescribed under Section 217(2A) of the Companies Act, 1956, and rules made thereunder.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the valuable co-operation and support extended by the Company's Bankers, Investors, Financial Institutions and the contribution made by the employees at all levels.

On behalf of the Board of Directors Place: New Delhi Harpal Singh Date: July 2, 2002 Chairman

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Mar 31, 2001

Your Directors have pleasure in presenting the Sixth Report of your Company with Audited Accounts for the year ended March 31, 2001.

The summarised financial results are as under :

Rs. Lacs Current Year Previous Year

Lease Rental and other Income 827.37 2069.53

Income from Capital Market Operations 402.73 4021.29

Cash Profit 579.72 246.58

Depreciation 460.41 848.32

Loss before Tax (1040.52) (611.77)

Provision under RBI prudential norms 4456.02 392.92

Loss after Tax (5496.54) (1004.69)

Appropriations

Balance brought forward from last year (2176.28) (1171.58)

Balance carried forward (7672.82) (2176.28)

Dividend

In view of the loss reported by the Company, your Directors have not recommended any dividend for the year.

Operational Review

During the year under review, the Company earned total income of Rs. 1230.10 lacs as compared to Rs. 6090.82 lacs in the previous year. The decline has been primarily due to expiry of the tenure of old Lease and Hire Purchase assets and also due to no fresh fund based activities undertaken by the Company for the year under review. The Company continued to focus on recovery/settlement of overdue debts and other asset portfolio. Vigorous efforts and other remedial actions including restructuring, rescheduling and repossession of assets were undertaken by the Company. Legal actions, where necessary, including filing of criminal cases on case to case basis, are being pursued against the defaulting clients. These cases are in various stages of completion and the postitive results are expected in the ensuing years.

The various steps taken by the Company for asset recoveries has resulted in cash realisation of Rs. 659.80 lacs as against Rs. 921.42 lacs in the previous year.

During the year the Company has made full provision on account of non-performing assets as required under RBI prudential norms to the tune of Rs. 4456.02 lacs besides writing off Rs. 33.55 lacs as bad debts as against Rs. 392.92 lacs and Rs. 3714.16 lacs respectively in the previous year.

The Company has also made significant efforts in lowering its operating costs. The personnel and administrative expenses have been reduced from Rs. 380.99 lacs to Rs. 270 lacs. The interest costs has also come down substantially due to restructuring of loans.

Subsidiary Company

The audited statement of accounts of Fortis Securities Limited (FSL), a wholly owned subsidiary of the Company together with the Report of Directors' and Auditors' for the year ended March 31, 2001 as required under Section 212 of the Companies Act are annexed. Despite unfavourable market conditions, growing competition and declining brokerage rates, FSL has performed reasonably well. The income from brokerage was marginally down from Rs. 446.83 lacs to Rs. 424.22 lacs and the net profit was down from Rs. 45.29 lacs to Rs. 21.61 lacs for the year under review.

Directors' Responsibility Statement

In terms of provisions of Section 217(2AA) of the Companies Act, 1956 your directors confirm as under :

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts on a going concern basis.

Directors

In accordance with the Articles of Association of the Company, Mr. V.K. Kaul and Mr. Malvinder Mohan Singh retire by rotation as directors at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.:

Stock Exchange Listings

The Equity Shares of the Company are listed on the Stock Exchange at Delhi and Mumbai and traded in permitted category on National Stock Exchange. The Company confirms that it has paid annual listing fees due to the Stock Exchanges at Delhi and Mumbai for the year 2000-2001.

Audit Committee

The Audit Committee was constituted by the Board of Directors at its meeting held on June 27, 2000 and comprises of Mr. V K Kaul, Mr. Malvinder Mohan Singh and Mr. Shivinder Mohan Singh, Directors of the Company. Mr. V K Kaul has been appointed as Chairman of the Audit Committee. The role, terms of reference and the authority and powers of the Audit Committee are in conformity with the requirements of the Companies Act, 1956.

Corporate Governance

The Securities and Exchange Board of India has introduced a code of Corporate Governance by way of amendment to the listing agreements with the Stock Exchanges which your Company is required to comply from financial year 2001- 2002. The Company will take necessary steps in line with the Corporate Governance requirements laid down under the listing Agreements by March 2002.

Dematerialisation of Shares

Your Company has entered into agreements with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in dematerialised form. Your company has also made arrangements for simultaneous dematerialisation of share certificates lodged for transfer. Since dematerialisation facilitates quick share transfers and prevents forging of documents, those shareholders who have not opted for this facility are advised to dematerialise their shares with either of the depositories. The Equity Shares of your Company are traded on the stock exchanges only through the "Demat" mode since June 25, 2001 .The Company has dematerialised approx. 80% of share capital as on date in electronic form.

Auditors

M/s. R. A. Patel & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

Disclosure of Particulars

Particulars under Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 on conservation of energy and technology absorption are not applicable since the Company is not a Manufacturing Company.

Foreign Exchange Earnings and outgo

Earnings : Rs. Nil Outgo : Rs. Nil

Particulars of Employees

None of the employees is in receipt of remuneration for the year which in aggregate was more than the limit precribed under Section 217(2A) of Companies Act 1956, and rules made thereunder.

Acknowledgements

Your Directors place on record their appreciation of the valuable co-operation and support extended by the Company's Bankers, Investors, Financial Institutions and the contribution made by the employees at all levels.

On behalf of the Board of Directors

Place: New Delhi, V K Kaul V M Bhutani Date : August 10, 2001. Director Director

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Mar 31, 2000

The Directors have pleasure in presenting the fifth report of your Company with Audited Accounts for the year ended March 31, 2000. The summarised financial results are as under:

Financial Highlights

Rs.Lacs Current Year Previous Period (12 months) (15 months)

Lease Rental & Other Income 2069.53 2585.10

Income from Capital Market Operations 4021.29 Nil

Cash Profit 246.58 167.08

Depreciation 848.32 1333.90

Profit/(Loss) before Tax (611.77) (1179.36)

Provision for NPAs under RBI Prudential Norms 392.92 413.91

Profit/(Loss) after Tax (1004.69) (1593.27)

Appropriations

Transfer from General Reserves Nil (421.69)

Balance brought forward from last year (1171.58) Nil

Balance carried forward (2176.27) (1171.58)

Dividend

In view of losses reported by the company, your Directors have not recommended any dividend for the year.

Operations

In recent years the operations of NBFC's have been adversely affected by several factors, including huge defaults made by Corporates in repayment of dues, stiff competition posed by multinationals and financial institutions having access to low cost funds, negative view of the financing institutions in providing long term funds to NBFC's and the imposition of strict provisioning norms by RBI. The company was no exception. This has resulted in substantial erosion of profits and networth. With good quality assets, increasingly difficult to come by with remunerative yields, the Company continued its focus on Capital Market operations where it has performed reasonably well. The Company, through its consistent efforts on the recovery front did reasonably well in effectuating recoveries from various clients through persuation, arbitration and other legal processes. However, with the continued down turn in the industrial activity, some of the parties to whom the assets were financed and/or certain other credit facilities were provided are unable to pay their dues in spite of the various action taken by the Company. Accordingly, the Company has written off Rs.37.14 crores in respect of cases where there are no changes of any recovery. Further, the Company has made an additional provision of Rs.3.93 crores in terms of RBI prudential norms directions, 1998 on account of various non performing assets.

Resource Mobilisation

Despite adverse conditions mentioned above, the Company ensured timely repayment of Fixed Deposits together with interest. The Company during the year neither accepted fresh deposits nor renewed any deposits from public. During the year under review, your company has repaid public deposits to the extent of Rs. 10.51 Crores.

The Company has no overdue deposits as at March 31, 2000, other than those matured and unclaimed, aggregating to Rs.5.44 lacs, representing 63 deposit holders. Most of these deposits have since been refunded and efforts are being made to refund the balance.

Subsidiary Company

During the year under review, Fortis Securities Limited, a wholly owned subsidiary of the Company, continued to maintain a steady growth. Total income grew to Rs.478.31 lacs and net profit to Rs.45.29 lacs as against income of Rs.134.28 lacs and a loss of Rs.9.40 lacs in the previous year. The focus remains on development of business from Financial Institutions, Mutual Funds, Corporates and select high net worth individuals.

The Directors' Report together with the audited accounts of the subsidiary company are annexed.

Directors

With profound grief and sorrow, we report the sad and untimely demise of Dr. Parvinder Singh, Chairman, on July 3, 1999. The Directors paid rich tributes for his dynamic leadership and invaluable contribution to the Company.

Mr. V.M. Bhutani, Director, retires by rotation, in accordance with the Articles of Association of the Company and being eligible, offers himself for re-appointment.

Mr. Harpal Singh who was appointed as Director of the Company on July 29, 1999, in the casual vacancy due to the death of Dr. Parvinder Singh, ceases to hold office under section 260 of the Companies Act, 1956 at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. Shivinder Mohan Singh who was appointed as an Additional Director on June 27, 2000 retires at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Stock Exchange Listings

The Equity shares of the Company are listed on the Stock Exchanges at Delhi and Mumbai as well as the National Stock Exchange. The Company confirms that it has paid the annual listing fees due to all the above Stock Exchanges for the year 1999-2000.

Auditors

M/s. R.A. Patel & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Disclosure of Particulars

Particulars under Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 on conservation of energy and technology absorption are not applicable since the Company is not a Manufacturing Company.

Y2K Compliance

The company took effective steps to ensure that all its computer operating systems were fully Y2K compliant. As a consequence, the company faced no problems in switch over to the new millennium.

Foreign Exchange Earnings and outgo

Earnings : Rs.Nil

Outgo : Rs.Nil

Particulars of Employees

The particulars of employees as required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 forms a part of this Report.

However, as per the provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the Report and accounts are being sent excluding this information. Those members who are interested in obtaining such particulars may write to Company Secretary at the Registered Office.

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Mar 31, 1999

The Directors present the fourth report of the Company together with Audited Accounts for the 15 month period ended March 31, 1999.

Financial Highlights Rs. Lacs

Current Period Previous Year (15 months) (12 months)

Gross Income 2677.26 3574.94

Cash Profit 167.08 709.53

Depreciation 1333.90 1313.58

Loss before Tax (1179.36) (604.05)

Provision under RBI prudential norms 413.91 303.19

Loss after Tax (1593.27) (907.24)

Appropriations

Transfer from General Reserves (421.69) (439.04)

Balance brought forward from last year Nil 468.20

Balance carried forward (1171.58) Nil

Dividend

In view of operational losses, the Board has not recommended any dividend for the period under review.

Operations

With the down turn in the industrial activity and the depressed capital market, the difficulties faced by the financial services sector have been steadily mounting for the past 2 to 3 years.

Adding to the problem created by the macro economic factors, the NBFC sector has been adversely affected by some of the changes brought about by RBI in the regulatory framework, negative attitude of the Bank/Institutions for providing long term funds, increased competition from Financial Institutions and Multinational Finance Companies. This has resulted in curtailment of the business activities and have severally affected income, profits and cash flows.

The above factors also affected the operations of your Company. Further, the Company has suffered due to a high default rate by Lease and Hire-purchase clients due to which the Company stayed away from all funded business activities. To combat this problem a special task force was set up to focus exclusively on recovery of overdues. In many cases legal remedies had to be resorted apart from re-scheduling of payment of overdues and waiver/concession of interest. All possible efforts are being made to recover our overdues as expeditiously as possible. The defaults are primarily because of economic conditions and it is expected that the clients shall pay their dues in the near future.

All out efforts have been made to reduce our operating costs. The Personnel and Administrative expenses have been reduced from Rs. 1.21 Crores and Rs. 1.44 Crores for the previous 12 month to Rs. 0.85 Crores and Rs 0.79 Crores respectively for the 15 month period ended March 31, 1999. A tight control is being maintained on expenses to ensure that the operational costs of the Company remain at the bare minimum.

The company is pleased to advice that it has received a Certificate of Registration from the Reserve Bank of India to carry on business of a Non Banking Financial Institution.

The Company has initiated measures for Y2K compliances in all its Computer systems and expects to complete the work by September, 1999. There are no major financial implications on Company's performance on account of this.

Financial Year

The Financial year of the Company commencing from January 1, 1998 and ending on December 31, 1998 has been extended by a period of three months so as to enable the Company to avoid duplication of work in preparation of separate accounts as on March 31 also for Income Tax purposes. Consequently, the financial year of the Company will end on March 31 each year.

Resource Mobilization

During this period, the credit rating of your company was changed to FB+ by CRISIL, from its previous rating of FA-. Keeping in view the down grading of credit rating and to reduce high cost borrowings, your company decided not to accept any fresh deposits or renew the existing deposits after maturity, from January 1998. During the period under review the Company has accordingly repaid its Public Deposit liability to the extent of Rs 42.15 Crores

The company has been able to raise cheaper resources in the form of long term ICDs, debentures and term loans to the extent of Rs 50 Crores.

The Company has no overdue deposits as at March 31, 1999, other than those matured and unclaimed, aggregating to Rs. 126.23 Lacs, representing 945 deposit holders. Most of these deposits have since been refunded, and efforts are being made to refund the balance outstandings.

Subsidiary Company

The performance of Fortis Securities Limited, a wholly owned subsidiary of the Company, has been satisfactory. The thrust has been mainly in the development of business from Financial Institutions, Mutual Funds, Corporate Bodies and High Networth Individuals. This business is expected to contribute significantly to our bottom line in the years to come.

Directors

Mr. V Shankar, Director, resigned with effect from June 28, 1999. The Directors place on record their appreciation for the valuable services rendered by him during his tenure as a Director.

Mr. Malvinder Mohan Singh has been appointed as Additional Director with effect from June 28, 1999.

Mr. Umesh K Khaitan, Director, retires by rotation in accordance with the Articles of Association of the Company and is eligible for re-appointment.

Auditors

M/s. R.A. Patel & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Disclosure of Particulars

Particulars under Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 on conservation of energy and technology absorption are not applicable since the Company is not a manufacturing Company.

Foreign Exchange Earnings and outgo

Earnings : Rs. Nil

Outgo : Rs. Nil

Particulars of Employees

As required under Section 217(2A) of the Companies Act, 1956, read with The Companies (Particulars of Employees) Rules, 1975, a statement giving the required information relating to employees covered thereunder is enclosed.

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Dec 31, 1997

The Directors have pleasure in presenting the third report of the Company with the Audited Accounts for the year ended 31.12.1997.

FINANCIAL HIGHLIGHTS

Rs. Lacs Current Previous year Period (12 Months) (18 Months)

Gross Income 3574.94 7964.97 Cash Profit 709.53 2587.33 Depreciation 1313.58 2275.04 Profit/(Loss) before Tax (604.05) 312.29 Provision for NPAs 303.19 43.92 Profit/(Loss) after Tax (907.24) 268.37 Appropriations Dividends Nil 75.18 Proposed Dividend Preference Nil 157.79 Equity Nil 54.59 General Reserve (439.04) 29.00 Investment Allowance Reserve Nil 26.10 Balance carried forward Nil 468.20

The book value of the share as at December 31, 1997 stood at Rs. 12.03.

Dividends

In view of losses, no dividend has been declared.

Operations

The year was a most turbulent period for the NBFC's. The Indian economy witnessed a pronounced slowdown, which had an adverse impact on the Industrial climate, more particularly in the financial services sector.

The detection of financial scams and the consequent regulatory clampdown on this sector created an unfavourable and a hostile environment crippling the functioning of NBFC's. Further the withdrawal of at-par facility by banks and its subsequent restoration at substantial higher costs had considerably shaken the investor confidence in this sector.

The liquidity crunch to this sector and the turbulence in the markets had its impact on the performance of the company. There has been an alarming increase in the defaults, giving rise to increased delinquencies. Adequate steps have been taken, including seeking legal recourse on a case to case basis, against the defaulting clients.

With good quality assets increasingly difficult to come by within the desired yield, the company shifted its focus to Capital Market operations, where it has performed reasonably well.

The Company's performance needs to be reviewed in the back-drop of the above, and with considerable efforts the-losses could be contained. The measures initiated to reduce cost did have its impact in containing losses.

As a part of the business strategy, the company decided to lay thrust on fee-based activities and securities operations.

Resource Mobilisation

The year witnessed a crackdown on the Non-Banking Financial Services sector by the Reserve Bank of India. All the companies were directed to seek re-registration by the Reserve Bank of India, which the company has applied for.

With the tightening of borrowing norms prescribed for NBFC's, and the general air of mistrust prevailing against this sector, it has been extremely difficult to mobilise funds at competitive rates from banks, financial institutions and the public.

Further, the company was re-classified as a Loan Company by the Reserve Bank of India, due to which borrowing levels had to be curtailed.

During the year, most of the companies have taken a toll on the credit rating status, with the company being graded at FA- from the previous FA+ by CRISIL.

Notwithstanding these constraints, the Company during the year successfully raised resources through private placement of Unsecured Non-convertible redeemable debentures of Rs. 100 each, aggregating to Rs. 1250 lacs.

The public deposit level as at December 31, 1997 stood at Rs 53.24 crores, and inspite of various adverse factors affecting the industry, the company was able to retain the trust and confidence of deposit holders.

The Company has no overdue deposits as at December 31, 1997, other than those matured and unclaimed, aggregating to Rs. 197.51 lacs, representing 1566 deposit holders. Most of these deposits have since been refunded, and efforts are being made to expedite refund of the balance outstanding.

Capital

During the year, as per the terms of issue, the 5% convertible preference shares were compulsorily converted into one equity share of the face value of Rs. 10 each at par, thereby increasing the paid-up equity share capital to Rs. 25,86,03,750/-.

Subsidiary Company

Fortis Securities Ltd., a wholly owned subsidiary of the company,engaged in the securities trading at New Delhi and Mumbai, through The National Stock Exchange of India Ltd., the Bombay Stock Exchange and the Delhi Stock Exchange, has made significant progress. Enthused by this performance, the operations in securities business are being strengthened and the ensuing year will witness substantial growth to the business and profitability of the Company. The activities of the subsidiary are detailed in the Directors' Report, together with the audited accounts attached to this report.

Directors

Mr. P. K. Sarangi, Director, resigned with effect from October 21, 1997.

Mr. V. Shankar was appointed as a Director on October 21, 1997, to fill the casual vacancy caused due to the resignation of Mr. P. K. Sarangi.

Mr. V. K. Kaul, Director, retires by rotation in accordance with the Articles of Association of the Company. Being eligible, he offers himself for re-appointment.

Auditors

M/s. P. A. Patel and Co., Chartered Accountants, retire at the ensuing Annual General Meeting, and being eligible offer themselves for re-appointment.

Disclosure of Particulars

Particulars under Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 on conservation of energy and technology absorption are not applicable since the Company is not a manufacturing Company.

Foreign Exchange Earnings and outgo :

Earnings : Rs. Nil Outgo : Rs. Nil

Particulars of Employees

As required under Section 217(2A) of the Companies Act, 1956, read with The Companies (Particulars of Employees) Rules, 1975, a statement giving the required information relating to the employees covered thereunder is enclosed.

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Dec 31, 1996

Information is not available.

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Jun 30, 1995

Your Directors have pleasure in presenting the first report of your Company together with Audited Accounts for the period commencing March 23, 1994 and ending June 30, 1995.

FINANCIAL HIGHLIGHTS (Rs.Lacs)

Total Income 1097.15 Cash Profit 589.13 Depreciation 95.31 Profit after tax 493.32

Appropriations:

Propossed Dividend - Preference Shares 56.52 - Equity Shares 35.65 Transfer to Reserve 24.69 Surplus carried forward 367.96

DIVIDENDS

Your Directors are pleased to recommend dividends of 15% on equity shares and 5% on Convertible Preference Shares pro-rata from their respective date(s) of allotment, subject to deduction of tax at source, for the period ended June 30, 1995.

OPERATIONS

During the first operational period ended June 30, 1995, your Company concentrated its efforts on development of systems, recruitment of quality and experienced personnel for manning key functions as well as establishing marketing operations at Delhi and Bombay and focussed on building up relationships with its core target segment of corporate customers offering Leasing/Hirepurchase and Trade Finance. The Company obtained its Category I merchant Banking registration from SEBI on April 18, 1995.

During the period under review, the Company entered into eight Bought Our Deals aggregating Rs.558 lacs as part of its Investment Banking operations. The Company has also been actively participating in trading operations on the Secondary Markets.

ACQUISITIONS & AFFILIATIONS

Your Company together with its associates acquired 43.95% of the voting capital of The Empire Finance Company Ltd. (EFCL). EFCL was set up in November 1983 and is presently engaged in the business of leasing, hire purchase, merchant banking and consumer finance with a dispersed network of branches across the country.

Your Company together with its associates has invested Rs.38.50 Lacs comprising 75.5% of the Equity Capital in Hospitalia Eastern Pvt. Ltd. (HEPL), a company engaged in consultancy services for Healthcare projects including Hospitals. Your Company currently holds 15.5% of the equity capital of HEPL. Incorporated in September 1988, HEPL is a profit making dividend paying Company.

CHANGE IN CAPITAL STRUCTURE

A. Authorised Share Capital

The Authorised Share Capital has been increased from Rs.10 Crores to Rs.45 Crores in accordance with the resolutions passed by the Members at the Extra-ordinary General Meetings held on May 16, 1994 and October 18, 1994.

B. Issue of Equity and Preference Shares

In accordance with the resolution passed by the Members at the Extra-ordinary General Meeting held on May 16, 1994, the Company has issued and allotted 19,70,000 Equity Shares of Rs.10 each and 157,50,000 5% Convertible Preference Shares of Rs.10 each to the Promoters and their associates on May 27, 1994 and September 26, 1994 respectively.

C. Public Issue(s)

The Company offered 10,29,300 Equity Shares of Rs.10 each at par(including 2,75,300 shares reserved for firm allotment offered to Promoters and Associates and 4,000 shares to employees including the working director) and 52,50,000 5% Convertible Preference Shares of Rs.10 each at par to Public.

The Public Issues received an overwhelming response. The Equity and Preference Issues were oversubscribed by 98.18 times and 35.29 times respectively.

In accordance with the Prospectus dated January 2, 1995, the Company on April 15, 1995, issued and allotted:

a) 2,75,300 Equity Shares of Rs.10 each to the Promoters and their Associates on firm allotment basis.

b) 4,000 Equity Shares of Rs.10 each to Employees (including the working director) of the Company.

c) 7,50,000 Equity Shares of Rs.10 each to Public applicants.

d) 52,50,000 5% Convertible Preference Shares of Rs.10 each to Public applicants.

In terms of the clause 43 of the listing Agreement, the comparison between the actual results and deployment of funds and those projected in the prospectus dated January 2, 1995 as follows:

(Rs.Lacs) Actual for the period Projected in ending 30/06/95 prospectus ---------------------- -------------

Total Income 1097 871 Profit After Tax 494 293 Earnings Per Share (Rs.) 16.46 9.77

Deployment of Funds Actual for the period Projected in ending 30/06/95 Prospectus ---------------------- -------------

Lease and Hire purchase 2708 2180 Investment and Trade Finance 2900 2002 Statutory Investment 139 85 Capital Expenditure 78 100 Issue Expenses 47 60

DIRECTORS

During the period Mr. M. N. Sen was appointed as Managing Director of the Company for a period of five years w.e.f. September 26, 1994.

In accordance with Articles of Association of the Company, Mr. V. K.Kaul, Director retires by rotation and is eligible for reelection.

AUDITORS

M/s. A. F. Ferguson Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and have offered themselves for re-appointment as Auditors. The Company has received confirmation from them to the effect that their appointment, if made, will be within the limits prescribed under Section 224 of the Companies Act, 1956.

FIXED DEPOSITS

During the period under review, the Company has not invited or accepted any fixed deposit within the meaning of Section 58A of the Companies Act, 1956 and Rules made thereunder.

DISCLOSURE OF PARTICULARS

Particulars under Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 on conservation of energy and technology absorption are not applicable and hence no disclosure is being made in this regard.

Foreign Exchange Earnings & Outgo :

(Rs. Lacs)

Earnings NIL Outgo 0.38