Dion Global Solutions - Bombay Stock Exchange : Sri Sathya Sai International Centre, Pragati Vihar,...

Dion Global Solutions

Annual Report 2014-15

Board of Directors ...........................................02

...................................03Chief Executive's Review

Dion at a Glance .............................................05

Innovative Technologies ....................................06

Fixing the basics ..............................................07

Supporting our clients businesses .......................08

Building on our successes .................................09

Director's Report ..............................................11

Management Discussion and Analysis ..................29

Corporate Governance Report ............................34

Standalone Financial Statements.........................49

Consolidated Financial Statements ......................80

Form AOC-1 ....................................................118

Content

www.dionglobal.com01

Board of Directors

02

BANKERS

YES Bank Limited

HDFC Bank Limited

IndusInd Bank Limited

Axis Bank Limited

ICICI Bank Limited

HSBC Bank Limited

Mr. Maninder Singh Grewal

Non-Executive Chairman

Mr. Ralph James HorneGlobal CEO & Managing Director

Mr. C.P. GurnaniNon-Executive Director

Mr. Balinder Singh DhillonNon-Executive Director

Mr. Daljit SinghNon-Executive Director

Mr. Varun SoodNon-Executive Director

Mr. Padam Narain BahlIndependent Director

Mr. Rama Krishna ShettyIndependent Director

Mr. Rashi DhirIndependent Director

Dr. Vandana Nadig NairIndependent Director

Dr. Gaurav LaroiaIndependent Director

ANNUAL GENERAL MEETING

Venue : Sri Sathya Sai International Centre, Pragati Vihar,

Lodhi Road, New Delhi – 110003

Date : September 18, 2015

Day : Friday

Time : 10:00 AM

AUDITORS

M/s. S. S. Kothari Mehta & Co.,

Chartered Accountants,

146-148, Tribhuvan Complex,

Ishwar Nagar, Mathura Road,

New Delhi – 110065

COMPANY SECRETARY

Mr. Tarun Rastogi

REGISTERED OFFICE

D3, P3B, District Centre, Saket, New Delhi – 110017

Phone: +91-11-39125000

Fax No. : +91-11-39126117

E-mail: [email protected]

Website: www.dionglobal.com

CIN - L74899DL1994PLC058032

REGISTRAR AND TRANSFER AGENTKarvy Computershare Private LimitedKarvy Selenium Tower B, Plot 31-32, Gachibowli,Financial District, Nanakramguda,Hyderabad – 500 032Phone: 040 – 67161500;Fax No. : 040 – 23420814E-mail: [email protected]: www.karvy.com


2014 was a year where Dion focused on ensuring the

foundations, both from a product and cost perspective,

are in place for the Company to scale going forward.

There have been some real pluses and achievements

alongside a number of challenges. During the course of

the year, a number of our key traditional solutions

continued to generate excellent returns at the same

time as investment continued into new products which

will drive growth into the future. Our back office

solution NOVA and our wealth management solutions

accounted for more than a quarter of our revenue. We

also celebrated winning a number of key industry

awards. Our client base grew and we have also

invested in a number of new modules, which will help

our customers to address key pain points that financial

institutions across the globe are facing and stay a step

ahead of their competition.

Our post trade clearing and settlement solution,

NOVA, is now also used for trade processing across the

Shanghai – Hong Kong stock connect channel and is

ready for the Shenzhen route as well. We launched a

new portfolio analytics solution for private equity and

venture capital firms. Our retail advisory solution,

TradeCentre, processes over 100,000 events in a

second on commodity hardware; over USD 50 billion is

managed through our wealth management solutions

in UK.

Set against these achievements, tough market

conditions continue to impact the quantum and

direction of our clients spend on IT. Customer spending

has been largely aligned to regulatory compliance, and

the deadlines and uncertainty have a knock-on effect.

However, the fact that our customer base increased is

encouraging. It demonstrates their confidence in our

technology and the growth that lies ahead. Happy

customers are a precondition for a successful, long-

term business.

Solid Foundations

Earlier this year, we announced a restructuring

programme across the business. This is about

improving the bedrock of the organisation: focusing on

our customers and their needs; concentrating on what

we are good at and addressing market trends and

business challenges effectively. Our business is now

split into three key areas: Broker & Wealth Solutions,

Risk & Analytics and Data Intelligence. At the same

time we took the opportunity to address the cost base

of the business such that margins can continue to

improve as the business scales. We are confident that

these measures provide a solid foundation for the

growth of the business.

Innovation

Innovation has been, and continues to be, critical to

Chief Executive's Review

Ralph James Horne

Global CEO & Managing Director

“Dion is in business to deliver innovative software

across the capital markets. Our integrated

solutions across our three divisions address

markets where long-term growth is assured and

where increasingly sophisticated software

solutions will be required.”

04

the long-term success of Dion. We invest considerably

in our people and in our solutions to ensure that we

develop, deliver and support world-class technology

that meets our customers' current and future

requirements. Through constant innovation we create

the opportunity to grow sales and expand our market

share.

Long-term, profitable growth

As the global financial markets become more

regulated, increasingly competitive and customer

demands escalate, the requirement for the type of

solutions we provide will grow. These are long-term

trends that require long-term investment and present

us with the opportunity for long-term profitable

growth and value creation.

Strategically, our three business divisions offer

attractive returns and play to our strengths. The

Broker & Wealth Solutions division is currently the

largest income generator, with an entrenched product

set and excellent customer base. We believe that

future growth will also be accelerated through our Data

Intelligence and Risk & Analytics divisions which will be

driven by market, consumer and regulatory changes.

A truly global business

Successfully scaling our business over the last 5 years

has enabled us to maintain a global support and

development networking comprising 600 members of

staff across 22 office locations and more than 250 in

product development.

These facilities support and develop our software

solutions across our entire product portfolio. Our

breadth increases our market access and generates

opportunities to cross-sell and upsell.

We are building on our success

Today one of our X-Gen clients, Clearstream, regularly

processes 400,000 complex SWIFT mappings per hour

as part of its settlement engine for trades at Deutsche

Börs. Commerzbank processes 33,000 cases each

month using FinTRACE. Bank of China International

processes up to 150,000 trades every day which

equates to almost 7% of the total market volume in

Hong Kong. Over 3,000 users are serviced daily to

track activity status and monitor results for internal

audit and compliance activities using GRC Enterprise.

Our solutions are scalable, efficient and support our

aim of adding maximum business value through the

innovative use of technology.

Responding to the challenging and changing market

circumstances of 2014 has required fortitude and

resilience from the talented men and women who work

for Dion. I would like to thank them for their hard work

and continued enthusiasm. I am grateful to our

suppliers and partners who make such an important

contribution to Dion and share our commitment to

continuous improvement. I would like to thank our

customers who continue to place their faith in our

software technology. Meeting their current and future

needs is our highest priority. We are focused on

continuing the Company's long-term trajectory of

profitable growth. This will continue to demand firm

resolve and commitment, however I believe that we

have the sound business fundamentals to rise to the

challenge.


Dion at a glance

Dion is organised into three divisions: broker and wealth solutions, data intelligence and risk analytics.

Our focus is the success of our customers and our company through the imaginative and innovative use

of technology. We do this by developing trust and long-term partnerships with our clients and

producing highly efficient products in each of our chosen markets.

With presence across the global financial markets with subject matter experts serving the

specific and localised needs of financial institutions, Dion is an ideal technology partner for the

financial industry.

We have offices across 13 countries with development and implementation support teams

available across all time zones.

We have more than 500 clients in over 80 countries.

06

Innovative technologyacross the capital markets

The financial services industry is changing. Wave after wave of regulation, an increasingly competitive

environment and keeping pace with consumer demand highlights the need for innovative technology.

Our mission is to transform the global financial services industry through our knowledge, our people and our

products. We are passionate about our commitment to helping clients succeed. We want to prove to our customers

again and again that Dion people can make them significantly more efficient, competitive and resilient. We do this

by identifying market trends and developing market-leading technology to service the global capital markets.

TAX COMPLIANCE

ACROSS THE GLOBE The introduction of FATCA shook the world of tax compliance.

Effective technology for the global initiative was essential for financial

solutions. Dion's TRAC solution has been deployed for FATCA

compliance in over 80 different jurisdictions. With CRS on the horizon, our customers now have the firm

but flexible foundation to meet continued tax compliance initiatives.

COMPREHENSIVE

FRONT END ADVISORY In 2014 we launched TradeCentre to address the growing challenges of

the retail advisory market in Australia. TradeCentre is built to be a

comprehensive front end advisory tool that allows users to manage the

entire trading, order management and investment process and meet compliance requirements from a single

platform. We now have leading financial houses in Australia running their trading business on our

TradeCentre solution.

In 2012 we developed dfferentia in response to central clearing

requirements and the need for increasing transparency and

electronification across the OTC derivatives market. We now have a

number of customers and liquidity provider signed up to the platform.

This signifies the start of the next gen of modern execution and risk tools in OTC derivatives.

INNOVATIVE

SOLUTIONS IN THE OTC

DERIVATIVES SPACE


Fixing the basicsDion Global Solutions is committed to developing technology in order to provide software solutions that better

support our customers in a constantly changing market. With this in mind, we have segmented our global

organisation into three distinct divisions: Broker and Wealth Solutions, Data Intelligence and Risk and Analytics.

The new structure is aimed to build a clear understanding of who we are, what markets we serve and how we can

help our customers build a stronger, profitable and scalable business.

Our business focus

Bro

ke

r a

nd

We

alt

h S

olu

tio

ns

Da

taIn

tell

ige

nc

e

We provide flexible foundations that

financial institutions need to adapt

to client, market and regulatory

changes.

Our solutions support all data

management and integration

requirements of a financial institution,

delivering rapid results and efficient

business processes.

We ensure that every aspect of the

trading and decision-making

process is transparent, accurate

and auditable.

Ris

k &

An

aly

tic

s

08

Supporting ourclients businesses

Whether organically or through acquisitions we continually strive to find new ways to support our

clients:

to help secure operations, expand businesses and grow revenues

to deliver solutions that meet specific needs

to simplify technology selection

Our solutions help financial institutions

Provide

key insights.

Improve

client

service.

Enhance

integration

across business.

Meet all compliance

requirements and

client mandates.

Increase efficiency

through intelligent

automation.

Cut costs by

driving efficiencies

across the business.

Better

manage

risk.

Createconfidenceand better

.manage risk

Increase the

effectiveness of current technology.

Scale and

adapt

business.

Increase

levels of

automation.

Close gaps

in business

processes.

Meet all

regulatory

requirements.


Building on our successes

Hartleys is one of the

leading Australian

financial services

company, established

in 1955.

Hartleys.com.auCharles Ransom

CEO, Hartleys

With Dion's TradeCentre, our advisors have a consistent view of the

markets and their clients' positions. Audit monitoring and reporting

are particularly important to us and we can now manage this with

greater confidence and control. We've been impressed by the

consistent high-level of customer service and the fast turnaround of

implementations as Dion has introduced new functionality.”

Our TradeCentre solution processes on commodity hardware, significantlyover 100,000 events in a second

lowering total cost of ownership while ensuring reliability.

EFG Harris Allday is theinvestment managementand stockbroking divisionof EFG Private BankLimited, part of theglobal family ofinvestment managementbusinesses of EFGInternational.

Efgha.com

Ron Treverton-JonesManaging Director, EFG Harris Allday

Our investment management and stockbroking services are based on

the quick and efficient execution of well-informed investment

decisions. Using Portfolio we can do this much more effectively and its

robust yet sophisticated infrastructure provides exactly what we need

to enhance our front office.

Over USD 50 billion are managed through our wealth management solutions in UK

10

Mr. Jean-Luc KloppHead of Dealing Room IT,

Société Générale Bank & Trust

“Our existing installation of the X-Gen product suite, coupled with the

experience gained during the SWIFT Funds MX messaging project, put

us in a position to quickly enable our applications for FIX messaging

with a standard implementation of Dion's FIX Engine.”

Our X-Gen solution processes as part of its settlementover 400,000 complex SWIFT mappings per hour

engine for trades at Deutsche Börse

Present since 1893,Societe Generale Bank &Trust are the oldestforeign bankinginstitution in the GrandDuchy. A wholly-ownedsubsidiary of SocieteGenerale group, one ofthe leading financialservices groups inEurope.Sgbt.lu

11

DIRECTORS’ REPORTDear Members,Dion Global Solutions Limited

The Board of Directors of Dion Global Solutions Limited (“theCompany”) with immense pleasure presenting their 20th

Annual Report on the business and operations of yourCompany along with the Audited Standalone andConsolidated Financial Statements for the financial yearended March 31, 2015.

FINANCIAL RESULTS

The highlights of Standalone and Consolidated financialresults of the Company for the Financial Years 2014-15 and2013-14 are as under:

(` 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 ConsolidatedIncome of the Company increased to ` 289.63 Crore asagainst Consolidated Income of ` 222.84 Crore in financialyear 2013-14 registering a growth of more than 30%. Thegrowth during the year was led by larger contract size andmore multi product deals. The geographic split of revenuewas 49% share of Europe, 22% share of ANZ and 29% fromrest of the World.

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

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

• Continued rapid revenue growth and strong customeradoption

• Further enhancement and version releases acrossproducts

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

• Completion of acquisition of Swiss Risk FinancialSystems (since renamed Dion Global Solutions GmbH)after initially acquiring a controlling stake in January2012

• Restructuring of business by divisionalising into threedivisions: Broker & Wealth Solutions, Data Intelligenceand Risk Analytics.

DIVIDEND AND TRANSFER TO RESERVES

Keeping in view the losses for the year under review, theBoard of Directors of your Company has notrecommended any dividend for the financial year endedMarch 31, 2015. Accordingly, there has been no transferto general reserves.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for thefinancial year under review, as stipulated under Clause49 of the Listing Agreement with the BSE Limited, ispresented in a separate section and forms part of thisReport.

AWARDS AND RECOGNITIONS

Your Company continued its quest for excellence in itschosen area of business to emerge as a true brand. Severalawards and recognitions continue to endorse yourCompany and its subsidiaries as a leader in the industry.The awards and recognitions received during the periodunder review includes the following:

• Dion Global Solutions (UK) Limited has been awardedthe “Best Wealth Management Solution award” for thethird consecutive year at the Systems in the CityAwards 2014 held in London.

• The Company’s Noida development Centre hasbecome CMMi level 3 certified.

SHARE CAPITAL

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

EXTRACT OF ANNUAL RETURN

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

DETAILS OF SUBSIDIARIES / JOINT VENTURES / ASSOCIATESCOMPANIES

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

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

www.dionglobal.com

stake in Dion Global Solutions Gmbh (“Dion Gmbh”),another step down subsidiary of your Company andconsequently, Dion Gmbh has now become a whollyowned step down subsidiary of your Company.

During the year under review, the Board of Directors hasformulated a Policy on Subsidiaries which has been up-loaded on the Company’s Website and can be accessedthrough the link http://investors.dionglobal.com/pdf/policy/Policy-on-Subsidiaries.pdf

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THESUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

In terms of Section 129(3) of the Companies Act, 2013 (Act)a separate statement containing the salient features ofthe financial statement of Company’s subsidiaries in FormAOC – 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 eachof the subsidiaries included in the Consolidated FinancialStatement and hence is not repeated here for the sake ofbrevity.

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

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Clause 32 of the Listing Agreement and Section129 of the Companies Act, 2013, (Act), ConsolidatedFinancial Statements of your Company and all itssubsidiaries, duly audited by the Statutory Auditors of theCompany,is published in this Annual Report. TheConsolidated Financial Statements are prepared in termsof the Accounting Standards as per Companies(Accounting Standard) Rules 2006 and referred to inSections 129 & 133 of the Act

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

RELATED PARTIES

All Related PartyTransactions that were entered into duringthe financial year under review were in the ordinary courseof business and on an arm’s length basis. There were nomaterially significant transactions with related parties inthe financial year which were in conflict with the interestof the Company. The details of the transactions withrelated parties are provided in the notes to accompanyingstandalone financial statements.

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

The policy on Related Party Transactions as approved bythe Board is uploaded on the Company’s website and

can be accessed through the link: http://investors.dionglobal.com/pdf/policy/Related-Party-Transactions-Policy.pdf

None of the Directors has any pecuniary relationships ortransactions vis-à-vis the Company. except to the extentof sitting fees paid to them.

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

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

The Company has in place an adequate internal financialcontrol systems commensurate with its size and the natureof its operations. These have been designed to ensure thatthe financial and other records are reliable for preparingfinancial and other statements, maintaining accountabilityof assets, complying with applicable statutes, safeguardingassets from unauthorised use, executing transactions withproper authorisation and ensuring compliance ofcorporate policies.

An extensive programme of internal audits andmanagement reviews supplements the process of internalfinancial control framework. Properly documentedpolicies, guidelines and procedures are laid down for thispurpose. In addition, the Company has identified anddocumented the risks and controls for each process thathas a relationship to the financial operations and reporting.

RISK MANAGEMENT POLICY

The Company has developed and implemented a RiskManagement Policy to mitigate the various risks that canimpact the ability to achieve its strategic objectives. Thepolicy covers various risk specific to your Company suchas business dynamics; business operations risks, liquidity risks,foreign exchange and various others risks as well.

Your Company adopts systematic approach to mitigaterisks associated with accomplishment of objectives,operations, revenues and regulations. The Companybelieves that this would ensure mitigating steps proactivelyand 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 Directorsof the Company with effect from February 09, 2015. TheBoard of Directors placed on record its deep appreciationfor the valuable services and guidance provided by himduring 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. PadamNarain Bahl, Mr. Rama Krishna Shetty and Mr. Vikram Sahgalwere appointed as Independent Directors of the Company atthe Annual General Meeting of the Company held onSeptember 11, 2014 for a term of 5 (five) years.

Further, the Board of Directors had, on therecommendation of the Nomination & RemunerationCommittee (Committee), appointed Mr. John Lane Lowreyas an Additional Director (in the category of Non-ExecutiveNon-Independent Director) on February 09, 2015 and

13

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 ofthe Committee, appointed Mr. Rashi Dhir and Dr. VandanaNadig Nair (in the category of Non-Executive IndependentDirector) and Mr. Balinder Singh Dhillon (in the categoryof Non-Executive Non-Independent Director) as AdditionalDirectors on May 11, 2015 and Mr. Daljit Singh and Mr. VarunSood (in the category of Non-Executive Non-IndependentDirector) and Dr. Gaurav Laroia (in the category of Non-Executive Independent Director) as Additional Directorson 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. VandanaNadig Nair and Dr. Gaurav Laroia would hold office uptothe date of the ensuing Annual General Meeting (AGM)of the Company.

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

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

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

In the opinion of the Board, Mr. Rashi Dhir,Dr. Vandana Nadig Nair and Dr. Gaurav Laroia fulfills theconditions for appointment as Independent Directorsas specified in the Act and Rules made thereunderand 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-timeDirector of the Company have resigned from the office ofDirectors of the Company with effect from May 11, 2015.Further, Mr. John Lane Lowrey and Mr. Vikram Sahgal havealso resigned from the office of Directors of the Companywith effect from July 19, 2015 and August 4, 2015respectively. The Board of Directors placed on records itsdeep appreciation for the valuable services and guidanceprovided by them during their tenure as Directors of theCompany.

In terms of the provisions of Section 152 of the Act and theArticles of Association of the Company, Mr. Maninder SinghGrewal, Non-Executive Director, is liable to retire byrotation at the ensuing AGM of the Company and beingeligible has offered himself for re-appointment. TheCommittee and the Board of Directors recommends hisre-appointment.

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

All Independent Directors have submitted declarationsthat they meet the criteria of independence as laid downunder Section 149(6) of the Act and Clause 49 of the ListingAgreement.

Pursuant to the provisions of Section 203 of the Act, whichcame into effect from April 1, 2014, Mr. Ralph James Horne,Global CEO & Managing Director, Mr. Tanmaya Das, ChiefFinancial Officer and Mr. Tarun Rastogi, CompanySecretary are the Key Managerial Personnel of theCompany.

BOARD / COMMITTEE COMPOSITION AND MEETINGS

The Board of Directors of the Company met five timesduring the financial year 2014-15. The details ofcomposition of Board and Committee and their meetingsheld during the year under review are provided in theReport on Corporate Governance, which forms part of thisreport. The intervening gap between two meetings of theBoard was within the period prescribed under theCompanies Act, 2013 and Clause 49 of the ListingAgreement.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 andClause 49 of the Listing Agreement, the Board has carriedout an annual evaluation of its own performance, thedirectors individually as well as the evaluation of theworking of its Audit Committee, Nomination andRemuneration Committee and Stakeholder’s RelationshipCommittee.

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

The performance of the Committees was evaluated bythe Board after seeking inputs from the CommitteeMembers on the basis of the criteria such as thecomposition of committees, effectiveness of committeemeetings, etc.

The Board and the Nomination & RemunerationCommittee reviewed the performance of the individualdirectors on the basis of the criteria such as the contributionof the individual director to the Board and committeemeetings like preparedness on the issues to be discussed,constructive contribution to discussion and strategy, etc.

The summary of the evaluation reports were presented tothe respective Committees and the Board for theirconsideration.The Board of Directors expressed theirsatisfaction with the Annual Performance Evaluationprocess and evaluation results.

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

www.dionglobal.com

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination& Remuneration Committee framed a policy forappointment of Directors, Key Managerial Personnel andtheir remuneration as well as policy on Other Employeesremuneration. Details of the Remuneration Policy isprovided in the Report on Corporate Governance whichforms part of this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

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

(c) the directors had taken proper and sufficient care forthe maintenance of adequate accounting recordsin accordance with the provisions of the CompaniesAct, 2013 for safeguarding the assets of the Companyand for preventing and detecting fraud and otherirregularities;

(d) the directors had prepared the annual accounts forthe financial year ended March 31, 2015 on a ‘goingconcern’ basis.

(e) the directors had laid down internal financial controlsto be followed by the Company and such internalfinancial controls are adequate and were operatingeffectively; and

(f) the directors had devised proper systems to ensureproper compliance with provisions of all applicablelaws and that such systems were adequate andoperating effectively.

REPORT ON CORPORATE GOVERNANCE

Your Company continues to be committed to uphold thestandards of Corporate Governance and adhere to therequirements set out by Clause 49 of the Listing Agreementwith the BSE Limited.

A detailed Report on Corporate Governance along withthe Certificate of M/s. RB & Associates, CompanySecretaries in Practice, confirming the compliance to theconditions of Corporate Governance as stipulated underClause 49 of the Listing Agreement is set out in this AnnualReport and forms an integral part of this Report.

AUDITORS

Statutory Auditors

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

of the Company held on September 11, 2014 till theconclusion of the 21st AGM of the Company to be held inthe year 2016, subject to ratification of their appointmentat every AGM.

The Company has received a written confirmation fromthem to the effect that their ratification, if made, wouldbe within the limits specified under the Act and that theyare not disqualified from being re-appointment as Auditorsof the Company.

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

The Statutory Auditors’ Report does not contain anyqualification, reservation or adverse remark. Further, theobservations of the Auditors in their report read togetherwith the Notes to Financial Statements are self-explanatoryand therefore, in the opinion of the Board of Directors, donot call for any further explanation.

Secretarial Auditor

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

The Secretarial Audit Report of the Company for thefinancial year ended March 31, 2015, is annexed herewithas Annexure – C to this Report. The observations in the saidreport are self-explanatory and therefore, in the opinionof the Board of Directors, do not call for any furtherexplanation.

PUBLIC DEPOSITS

During the year under review, your Company has neitherinvited nor accepted any deposits from public pursuantto the provisions of Section 73 of the Companies Act, 2013read with Companies (Acceptance of Deposit) Rules, 2014and therefore, no amount of principal or interest wasoutstanding in respect of deposits from the Public as ofthe date of Balance Sheet.

LISTING WITH STOCK EXCHANGE

The Equity Shares of your Company continue to be listedon BSE Limited (“BSE”). The Annual Listing Fee for thefinancial year 2015-16 has been paid to the BSE.

EMPLOYEE STOCK OPTION SCHEME

The Nomination and Remuneration Committee of theBoard of Directors of the Company, inter-alia, administersand monitors the Employees’ Stock Option Schemes of theCompany.

Disclosure pursuant to the Securities and Exchange Boardof India (Share Based Employee Benefits) Regulations, 2014(“SEBI Guidelines”), for Dion Global Employees StockOption Scheme, 2011 (“ESOS-2011”) for the financial yearended March 31, 2015 is available at http://investors.dionglobal.com/ESOP-Disclosures.aspx and formspart of this Report.

15

The Members of the Company at their Extra-ordinaryGeneral Meeting held on April 12, 2013 had approved DionGlobal Employee Stock Option Scheme - 2013 (“ESOS –2013”) for the employees of the Company and employeesof the Holding Company (if any) / Subsidiary Companiesof the Company. However, till date no Stock Options havebeen granted under ESOS – 2013.

There is no material change in both the Schemes duringthe financial year. The certificate from Statutory Auditorsof the Company confirming that Schemes have beenimplemented in accordance with the SEBI Guidelineswould be placed at the forthcoming Annual GeneralMeeting of the Company for inspection by the Members.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO

Even though operations of the Company are not energyintensive, the management has been highly conscious ofthe importance of conservation of energy and technologyabsorption at all operational levels and efforts are made inthis direction on a continuous basis. The Company has takenthe following steps:

1) With the consolidation of the majority of its global deliverycapability in a single location in Noida, in a large openplan office with a high level of energy efficiency, wheredelivery teams work in conjunction with support services,the average monthly consumption of electricity hasdeclined significantly from 18798 units to 10755 units inthe month of March 2015.

2) Due to the use of Cloud based services for e-mail andintra-office communication almost all internalcommunications are routed via these channels andhave significantly brought down telecom costs in theorganization. 90%+ meetings are held online via VOIPservices thereby further cutting down telecom costs.Further, also due to effective use of cloud basedmailing and communication, it has enabled to reducedependency 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 beingcarried on by your Company, the particulars as prescribedunder Section 134(3)(m) of the Companies Act, 2013 readwith Rule 8 of the Companies (Accounts) Rules, 2014regarding Conservation of Energy and TechnologyAbsorption are not applicable to the Company and hencenot been provided.

The Company has continued to maintain focus on andavail of export opportunities based on economicconsiderations. The Company has earned ` 24.84 Crores(Previous Year: ` 25.67 Crores) in Foreign Exchange andincurred expenditure of ` 1.08 Crore (Previous Year: ` 0.73Crore) in Foreign Exchange during the year under reviewon a standalone basis.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Statement of Particulars of Employees as required underSection 197 of the Companies Act, 2013 (“the Act”) readwith Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 formspart of this Report. However, pursuant to Section 136 ofthe Act, this Report and Financial Statements are beingsent to the Members and others entitled thereto excludingthe aforesaid information and the said particulars are

made available for inspection by the Members at theRegistered Office of the Company during normal businesshours on working days of the Company up to the date ofthe ensuing Annual General Meeting. The Membersdesirous of obtaining such particulars may write to theCompany Secretary at the Registered Office/CorporateOffice of the Company in this regard.

Disclosures of the ratio of the remuneration of each directorto the median employee’s remuneration and other detailsas required pursuant to Section 197(12) of the CompaniesAct, 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel)Rules, 2014 are annexed herewith as Annexure D and formspart of this Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has in place a mechanism in form of WhistleBlower Policy for Directors and employees of the Companyto report their genuine concerns and to deal with instanceof unethical practices, fraud and mismanagementor grossmisconduct by the employees of the Company, if any thatcan lead to financial loss or reputational risk to theorganization.

The details of the Whistle Blower Policy are provided in theReport on Corporate Governance and the Policy has alsobeen uploaded on the website of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMENAT THE WORK PLACE (PREVENTION, PROHIBITION ANDREDRESSAL) ACT, 2013

Your Company is committed to provide a healthyenvironment to all employees and thus does not tolerateany discrimination and/or harassment in any form. TheCompany has in place an Anti-Harassment and GrievanceRedressal 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 vigourfor Dion. HR policies and processes were strengthened tostay relevant to the changing demographics, enhancedorganizational agility and remain compliant with thechanging regulatory requirements. During the year, wefocused on delivering excellence through our expertiseand endeavored to create an environment of meritocracythat provides all our employees opportunities to excel,learn and progress. The Company through creation ofrobust business and people models aimed to createopportunities to accelerate into the next phase of growthglobally. Learning and development continued to aim atexcellence in building capability and multiple initiativesenabling growth of individuals and teams were launched.Dion is witnessing an exciting phase of growth and is fullygeared to accelerate into the next level with confidenceand conviction. it is an opportune time to think bigger,act faster and leap higher with greater vigour, velocityand enthusiasm towards scaling up to newer heights.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS OR COURTS

There are no significant material orders passed by theRegulators / Courts which would impact the going concernstatus of the Company and it’s operations in future.

www.dionglobal.com

For and on behalf of the BoardFor Dion Global Solutions Limited

Sd/-Place : New Delhi Maninder Singh GrewalDate : August 4, 2015 Chairman

Annexure – AForm No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on March 31, 2015

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies(Management and Administration) Rules, 2014]

I. Registration and other details of Company:

Sl. No. Particulars Details

i) CIN L74899DL1994PLC058032

ii) Registration Date March 23, 1994

iii) Name of the Company Dion Global Solutions Limited

iv) Category / Sub-Category of the Public Company / Limited by SharesCompany

v) Address of the Registered office and D3, P3B, District Centre, Saket, New Delhi – 110017contact details Tel. No.: +91-11-39125000

Fax. No.: +91-11-39126117

E-mail: [email protected]: www.dionglobal.com

vi) Whether listed company: Yes

vii) Name, Address and Contact details of Karvy Computershare Private LimitedRegistrar and Transfer Agent, if any Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial

District, Nanakramguda, Hyderabad – 500032,Tel. No. :+91-40-67161500Fax No.: +91-40-23420814E-mail: [email protected]: www.karvy.com

II. Principal Business Activities of the Company:

All the business activities contributing 10 % or more of the total turnover of the Company shall be stated:

Sl. Name and Description of main products / services NIC Code of the % to total turnoverNo. Product/ service of the company

1 Software Development and maintenance support to the 620- Computer 71.54Clients Programming,

consultancy andrelated activities

2 Research & Information Services 631- Data 28.46Processing, hostingand related activities;web portals

ACKNOWLEDGEMENTS

Your Directors would like to express their sincereappreciation for the co-operation and assistancereceived from the Company’s Bankers, Regulatory Bodies,Stakeholders including Financial Institutions and otherbusiness associates who have extended their valuable

sustained support and encouragement during the yearunder review.

Your Directors also gratefully acknowledge andappreciate the commitment and dedication of all theemployees, that has contributed towards the growth andsuccess of the Company.

17

III. Particulars of Holding, Subsidiary and Associate Companies:

Sl. Holding/No. Name and address of the Company CIN/GLN Subsidiary % of Applicable

/Associate shares held Section

1 OliveRays Innovations Limited U74140DL2004PLC262981 Subsidiary 100 2(87)D3, P3B, District Centre, Saket,New Delhi -110017

2 Regius Overseas Holding Co. Ltd. Not Applicable Subsidiary 100 2(87)Abax Corporate Services Limited,6thFloor, Tower A, 1 Cybercity,Ebene, Mauritius.

3 Dion Global Solutions Pty. Ltd. Not Applicable Subsidiary 100 2(87)Level 1, 55, Southbank Boulevard,Southbank, VIC 3006, Australia

4 Dion Global Solutions (Australia) Pty. Ltd. Not Applicable Subsidiary 100 2(87)Level 1, 55, SouthbankBoulevard, Southbank, VIC 3006, Australia

5 Dion Global Solutions (Developments) Pty Not Applicable Subsidiary 100 2(87)Ltd.; Level 1, 55, Southbank Boulevard,Southbank, VIC 3006, Australia

6 Dion Global Solutions (Asia Pacific) Not Applicable Subsidiary 100 2(87)Pty Ltd.; Level 1, 55, Southbank Boulevard,Southbank, VIC 3006, Australia

7 Dion Global Solutions (NZ) Limited Not Applicable Subsidiary 100 2(87)GVW Accountants Limited,Level 1, 109 Carlton, Gore Raod, NewMarket, Auckland – 1023, New Zealand

8 Dion Global Solutions (HK) Limited Not Applicable Subsidiary 100 2(87)1902, Mass Mutual Tower, 38, GloucesterRoad, Wanchai, Hong Kong

9 Dion Global Solutions (UK) Limited Not Applicable Subsidiary 100 2(87)86-92, Regent Road, Leicester, LEI 7DD,United Kingdom

10 Dion Global Solutions (Singapore) Pte. Ltd. Not Applicable Subsidiary 100 2(87)10, Anson Road, # 35-06A,International Plaza, Singapore – 079903

11 Dion Global Solutions Vietnam Company Not Applicable Subsidiary 100 2(87)Limited; No. 37, Ton Duc Thang Street,Ben Nghe Ward, District 1,Ho Chi Minh City, Vietnam.

12 Dion Global Solutions Inc. Not Applicable Subsidiary 100 2(87)1214, West Boston Post Road,Mamaroneck, NY, 10021, USA

13 Indigo (London) Holdings Ltd. Not Applicable Subsidiary 100 2(87)86-92, Regent Road, Leicester,Leicestershire, LEI 7DD, United Kingdom

14 Indigo (London) Limited86-92, Regent Road, Leicester,Leicestershire, LEI 7DD, United Kingdom Not Applicable Subsidiary 100 2(87)

15 Investmaster Holdings Limited86-92, Regent Road, Leicester,Leicestershire, LEI 7DD, United Kingdom Not Applicable Subsidiary 100 2(87)

16 Dion Global Solutions (London) Limited86-92, Regent Road, Leicester,Leicestershire, LEI 7DD, United Kingdom Not Applicable Subsidiary 100 2(87)

17 Adminsource (UK) Limited86-92, Regent Road, Leicester,Leicestershire, LEI 7DD, United Kingdom Not Applicable Subsidiary 100 2(87

18 Consort Information System Limited86-92, Regent Road, Leicester,Leicestershire, LEI 7DD, United Kingdom Not Applicable Subsidiary 100 2(87)

19 Consort Securities Systems Limited86-92, Regent Road, Leicester,Leicestershire, LEI 7DD, United Kingdom Not Applicable Subsidiary 100 2(87)

20 Dion Global Solutions (Canada) Limited75, International Boulevard, Suite 103,Toronto, Ontario, Canada, M9W 6L9 Not Applicable Subsidiary 100 2(87)

21 Dion Global Solutions GmbhMainzer Landstr. 199, 60326 Frankfurt amMain, Germany Not Applicable Subsidiary 100 2(87)

22 Dion Global Solutions (MY) Sdn. BhdSecta Sdn Bhd, 20C Jalan 1/64, Off Jalan Kolam Air / Jalan Ioph, 51200 Kuala Lumpur, Malaysia Not Applicable Subsidiary 100 2(87)

www.dionglobal.com

IV. Shareholding Pattern of the Company (Equity Share Capital Breakup as a percentage of Total Equity)

(i) Category-wise Share Holding:Category of No. of Shares held at the beginning of the Year (April1, 2014) No. of Shares held at the end of the Year (March 31, 2015) % Change

Shareholders % of % of duringDemat Physical Total Total Shares Demat Physical Total Total Shares the Year

A. Promoters

(1)Indian

a) Individual/HUF 5,37,660 0 5,37,660 1.67 5,37,660 0 5,37,660 1.67 0

b) CentralGovernment 0 0 0 0 0 0 0 0 0

c) StateGovernment(s)

d) BodiesCorporate 1,25,30,722 0 1,25,30,722 38.88 1,29,87,358 0 1,29,87,358 40.30 1.42

e) Banks / FI 0 0 0 0 0 0 0 0 0

f) Any Other –Trust 41,11,842 0 41,11,842 12.76 41,11,842 0 41,11,842 12.76 0

Sub-total(A) (1) 1,71,80,224 0 1,71,80,224 53.31 1,76,36,860 0 1,76,36,860 54.73 1.42

(2)Foreign

a) NRIs –Individuals 0 0 0 0.00 0 0 0 0.00 0.00

b) Others -Individuals 0 0 0 0 0 0 0 0 0

c) BodiesCorporate 0 0 0 0 0 0 0 0 0

d) Banks / FI 0 0 0 0 0 0 0 0 0

e) Any Other 0 0 0 0 0 0 0 0 0

Sub-total(A) (2) 0 0 0 0.00 0 0 0 0.00 0.00

TotalShareholding ofPromoters (A) =(A)(1) + (A)(2) 1,71,80,224 0 1,71,80,224 53.31 1,76,36,860 0 1,76,36,860 54.73 1.42

B. PublicShareholding

1. Institutions

a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0.00

b) Banks/FI 0 0 0 0.00 0 0 0 0.00 0.00

c) Central Govt. 0 0 0 0.00 0 0 0 0.00 0.0

d) State Govt.(s) 0 0 0 0.00 0 0 0 0.00 0.00

e) VentureCapital Funds 0 0 0 0.00 0 0 0 0.00 0.00

f) InsuranceCompanies 0 0 0 0.00 0 0 0 0.00 0.00

g) FIIs 14,78,500 0 14,78,500 4.59 14,78,500 0 14,78,500 4.59 0.00

h) ForeignVentureCapital Funds 0 0 0 0.00 0 0 0 0.00 0.00

(i) Others(Specify) 0 0 0 0 0 0 0 0 0

Sub Total (B)(1) 14,78,500 0 14,78,500 4.59 14,78,500 0 14,78,500 4.59 0.00

19

Category of No. of Shares held at the beginning of the Year (April1, 2014) No. of Shares held at the end of the Year (March 31, 2015) % Change

Shareholders % of % of duringDemat Physical Total Total Shares Demat Physical Total Total Shares the Year

2.Non–Institutions

a) Bodies Corp.i)Indianii)Overseas 56,10,756 51,60,421 1,07,71,177 33.42 46,88,155 51,56,878 98,45,033 30.55 (2.87)

b) Individualsi)IndividualsShareholdersholding ShareCapital UptoRs. 1 lakh 12,54,513 3,88,844 16,43,357 5.10 14,70,982 3,82,961 18,53,943 5.75 0.65

ii) IndividualsShareholdersholding ShareCapital inexcess ofRs. 1 lakh 8,05,694 0 8,05,694 2.50 7,92,919 0 7,92,919 2.46 (0.04)

c) Others(Specify)

i) HUF 1,19,276 0 1,19,276 0.37 94,125 0 94,125 0.29 (0.08)

ii) ClearingMembers 3,535 0 3,535 0.01 3,17,661 0 3,17,661 0.99 0.98

iii) Non ResidentIndians 2,21,452 80 2,21,532 0.69 2,08,285 80 2,08,365 0.65 (0.04)

iv) Trusts 103 4,008 4,111 0.01 - - - - (0.01)

Sub-total (B)(2) 80,15,329 55,53,353 1,35,68,682 42.10 75,72,127 55,39,919 1,31,12,046 40.68 1.42

Total PublicShareholding (B)= (B) (1) + (B) (2) 94,93,829 55,53,353 1,50,47,182 46.69 90,50,627 55,39,919 1,45,90,546 45.27 1.42

C. Shares held byCustodian forGDRs & ADRs 0 0 0 0.00 0 0 0 0 0.00

Grand Total =(A + B+C) 2,66,74,053 55,53,353 3,22,27,406 100 2,66,87,487 55,39,919 3,22,27,406 100 0.00

(ii) Shareholding of Promoters:

Sl. Shareholder’s Name Shareholding at the beginning of the Year Shareholding at the end of the Year % ChangeNo. (April1, 2014) (March 31, 2015) in

No. of % of total % of Shares No. of % of total % of Shares shareholdingShares Shares pledged/ Shares Shares pledged/ during

of the encumbered of the encumbered the yearCompany to total shares Company to total shares

1 RHC HOLDING PRIVATE LIMITED 76,59,008 23.77 0 76,59,008 23.77 0 0.00

2 DION GLOBAL SHARES INVESTMENT TRUST 41,11,842 12.76 0 41,11,842 12.76 0 0.00

3 SHIVI HOLDINGS (P) LTD. 16,02,074 4.97 0 16,02,074 4.97 0 0.00

4 MALAV HOLDINGS PRIVATE LIMITED 14,89,680 4.62 0 14,89,680 4.62 0 0.00

5 MALVINDER MOHAN SINGH 2,65,590 0.82 0 2,65,590 0.82 0 0.00

6 OSCAR INVESTMENTS LIMITED 17,79,960 5.52 0 22,36,596 6.94 0 1.42

7 SHIVINDER MOHAN SINGH 1,50,990 0.47 0 1,50,990 0.47 0 0.00

8 ADITI SHIVINDER SINGH 1,14,000 0.35 0 1,14,000 0.35 0 0.00

9 NIMMI SINGH 7,080 0.02 0 7,080 0.02 0 0.00

Total 1,71,80,224 53.31 0.00 1,76,36,860 54.73 0 1.42

www.dionglobal.com

(iii) Change in Promoters’ Shareholding (please specify, if there is no change):

Sl. Shareholder’s Name Shareholding at the Cumulative ShareholdingNo. beginning of the year during the year

No. of Shares % of total No. of Shares % of totalshares of the shares of the

Company Company

1. Oscar Investments Limited

at the beginning of the year 17,79,960 5.52 17,79,960 5.52

March 30, 2015 - Increase due to purchase

of equity shares from the open Market 4,56,636 1.42 22,36,596 6.94

at end of the year 22,36,596 6.94 22,36,596 6.94

Note: Except the above change, there is no other change in the Promoter’s Shareholding between April 1, 2014 andMarch 31, 2015.

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sl. Shareholders Name Shareholding at the beginning Cumulative ShareholdingNo. of the year during the year


Company Company

1. Tech Mahindra Limited


change in shareholding NIL NIL NIL NIL

at the end of the year 51,47,058 15.97 51,47,058 15.97

2. Logos Holding Company Private Limited




3. Telelink Finance Private Limited


change in Shareholding NIL NIL NIL NIL


4. Burlington Finance Limited




5. Cresta Fund Limited




6. APMS Investment Fund Limited




7. Albula Investment Fund Limited




21

Sl. Shareholders Name Shareholding at the beginning Cumulative ShareholdingNo. of the year during the year


Company Company

8. Manimudra Vincom Private Limited




9. Falguni Ketan Chokshi

at the beginning of the year NIL NIL NIL NIL

change in shareholding 96,525 0.30 96,525 0.30

at the end of the year 96,525 0.30 96,525 0.30

10. Jagjit Singh Sekhon

at the beginning of the year 85,160 0.26 85,160 0.26


at the end of the year 85,160 0.26 85,160 0.26

Note: Top ten shareholders of the Company as on March 31, 2015 has been considered for the above disclosure.

(v) Shareholding of Directors and Key Managerial Personnel:

Sl. Particulars Shareholding at the beginning Cumulative ShareholdingNo. of the year during the year


Company Company

1. Maninder Singh Grewalat the beginning of the year 2,64,184 0.82 2,64,184 0.82change in shareholding Nil Nil Nil Nilat the end of the year 2,64,184 0.82 2,64,184 0.82

Note: Except Mr. Maninder Singh Grewal, no other Directors and Key Managerial Personnel holds any share in theCompany during the financial year 2014-15.

V. IndebtednessIndebtedness of the Company including interest outstanding/accrued but not due for payment

(Amount in ` )Secured Loans Unsecured Deposits Total

excluding Loans Indebtednessdeposits

Indebtedness at the beginningof the financial yeari) Principal Amount 1,30,00,00,000 - - 1,30,00,00,000

ii) Interest due but not paid - - - -

iii) Interest accrued but not due 25,13,699 - - 25,13,699

Total (i+ii+iii) 1,30,25,13,699 - - 1,30,25,13,699

Change in Indebtedness duringthe financial year ·Addition 35,00,81,637 48,10,50,000 - 79,04,08,927

Reduction (58,07,22,710) (10,48,50,000) - (64,48,50,000)

Net Change (23,06,41,073) 37,62,00,000 - 14,55,58,927

Indebtedness at the endof the financial yeari) Principal Amount 1,06,93,58,927 37,62,00,000 - 1,44,55,58,927

ii) Interest due but not paid - - - -

iii) Interest accrued but not due 42,56,929 63,01,719 - 1,05,58,648

Total (i+ii+iii) 1,07,36,15,856 38,25,01,719 - 1,45,61,17,575

www.dionglobal.com

VI. Remuneration of Directors and Key Managerial Personnel

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:(Amount in ` )

Sl. Particulars of Remuneration Name of MD / WTD / Manager TotalNo. Amount

Mr. Ralph James Ms. NishthaHorne (Global Sareen

CEO & Managing (Whole-timeDirector) * Director) **

1 Gross salary(a) Salary as per provisions contained in Section 17(1)

of the Income-tax Act, 1961 - 4,118 4,118

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - -

(c) Profits in lieu of salary under Section 17(3)Income tax Act, 1961 - - -

2 Stock Option - - -

3 Sweat Equity - - -

4 Commission- as % of profit - - -- others, specify - - -

5 Others, please specify - - -

6 Total (A) - 4,118 4,118

7 Ceiling as per the Act - Remuneration -as per Schedule

V of the Act

* Mr. Ralph James Horne has been re-appointed as Global CEO & Managing Director of the Company for aperiod of three years with effect from October 15, 2013 at Nil Remuneration.

** Ms. Nishtha Sareen has been appointed, subject to the approval of the shareholders, as Whole-time Directorof the Company for a period of three years w.e.f. March 31, 2015. Thus, only one day salary of March 31, 2015has been considered.

B. Remuneration to other directors:(Amount in ` )

Particulars of RemunerationSl. Name of Directors Fee for Attending Other please TotalNo. Board / Committee Commission specify Amount

Meetings

1 Independent DirectorsMr. Padam Bahl 1,00,000 Nil Nil 1,00,000Mr. Rama Krishna Shetty 80,000 Nil Nil 80,000

Mr. Vikram Sahgal 60,000 Nil Nil 60,000Total (1) 2,40,000 2,40,000

2 Other Non - Executive DirectorsMr. Maninder Singh Grewal Nil Nil Nil NilMr. Pradeep Ratilal Raniga Nil Nil Nil NilMr. Hemant Dhingra Nil Nil Nil Nil

Mr. Shachindra Nath # Nil Nil Nil NilMr. John Lane Lowrey ^ Nil Nil Nil NilMr. C. P. Gurnani Nil Nil Nil Nil

Total (2) Nil Nil Nil NilTotal (B) = (1+2) 2,40,000 Nil Nil 2,40,000Total Managerial Remuneration 4,118Overall Ceiling as per the Act Remuneration as per Schedule V of the Act

# Mr. Shachindra Nath has resigned from the office of Director of the Company with effect from February9, 2015.

^ Mr. John Lane Lowrey has been appointed as an Additional Director on the Board of the Company witheffect from February 9, 2015.

23

C Remuneration to Key Managerial Personnel other than MD / Manager / WTD(` in Lacs)

Key Managerial PersonnelSl. Particulars of Remuneration Tarun Rastogi Tanmaya Das TotalNo. (Company Secretary) (Chief Financial Amount

Officer)

1 Gross salary

(a) Salary as per provisions containedin Section 17(1) of the Income-tax Act, 1961 21.13 33.96 55.09

(b) Value of perquisites u/s 17(2)

Income-tax Act, 1961 - 0.34 0.34

(c) Profits in lieu of salary under

section 17(3) Income-tax Act, 1961 - - -

2 Stock Option - - -

3 Sweat Equity - - -

4 Commission - as % of profit - others, specify… - - -

5 Others, please specify - - -

6 Total 21.13 34.30 55.43

VII. Penalties/punishment/compounding of offences

Section of Details of Penalty /Type the Companies Punishment/ Authority Appeal

Act Brief Compounding [RD / NCLT made, if anyDescription fees imposed / COURT] (give Details)

A. COMPANY

Penalty NIL

Punishment NIL

Compounding NIL

B. DIRECTORS

Penalty NIL

Punishment NIL

Compounding NIL

C. OTHER OFFICERS IN DEFAULT

Penalty NIL

Punishment NIL

Compounding NIL

For and on behalf of the BoardFor Dion Global SolutionsLimited


www.dionglobal.com

Annexure - BForm AOC-2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act andRule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts / arrangements entered into by the company with related parties referredto in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactions under thirdproviso thereto:

1. Details of contracts or arrangements or transactions not at arm’s length basis:There were no contracts or arrangements or transactions entered into during the financial year ended March 31,2015, which are not on arm’s length basis.

2. Details of material contracts or arrangement or transactions at arm’s length basis:The details of material contracts or arrangements or transactions entered into during the financial year endedMarch 31, 2015, which are on arm’s length basis:

Name(s) of the related party andnature of relationship

Nature of contracts / arrangements / transactions

Duration of the contracts / arrangements / transactions

Salient terms of the contracts or arrangements ortransactions including the value, if any

Date(s) of approval by the Board, if any

Amount paid as advances, if any

Note 1: The Audit Committee and the Board of Directors at their respective meetings held on August 4, 2015 hasapproved, subject to the approval of the shareholders of the Company, the related party transaction(existing / proposed) of Rs. 100 Crores per annum for every financial year with RHC Holding PrivateLimited in the nature of availing of advances / loans or Corporate Guarantee for ordinary businessrequirements of the Company.

For and on behalf of the BoardFor Dion Global Solutions Limited


RHC Holding Private Limited

An enterprise over which Promoters is able toexercise significant influence.

Availing of Unsecured demand loan

Till May 2016

Loan upto Rs. 50 Crores repayable on demand atthe rate of interest of 14.50% p.a.

August 4, 2015 (Refer Note 1)

Not Applicable

25

Annexure - CSECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED March 31, 2015

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014]

To,The Members,Dion Global Solutions LimitedD3, P3B, District Centre, Saket,New Delhi - 110017

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence togood corporate practices by Dion Global Solutions Limited (hereinafter called the “Company”). Secretarial Audit wasconducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other recordsmaintained by the Company and also the information provided by the Company, its officers, agents and authorizedrepresentatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, duringthe audit period covering the financial year ended on March 31, 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, inthe manner and subject to the reporting made hereinafter :

We have examined the books, papers, minute books, forms and returns filed and other records maintained by theCompany for the financial year ended on March 31, 2015 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of ForeignDirect Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992(‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock PurchaseScheme) Guidelines, 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998.

(vi) The Employees State Insurance Act, 1948

(vii) Employees Provident Fund and Miscellaneous Provisions Act, 1952

(viii) Information Technology Act, 2000

(ix) The Trade Mark Act, 1999

(x) Other laws as applicable to the Company other than taxation laws

We have also examined compliance with the applicable clauses of the following:

i. The Listing Agreement entered into by the Company with the BSE Limited.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,Standards, etc. mentioned above.

We further report that

• The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-ExecutiveDirectors and Independent Directors. The changes in the composition of the Board of Directors that took placeduring the period under review were carried out in compliance with the provisions of the Act. However, with theappointment of Ms. Nishtha Sareen, as an Executive Director on March 31, 2015, the Company was required to

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bring the Board composition as per the requirements of Clause 49(IIA) of the Listing Agreement. As on the date ofthis report, the Board of Directors of the Company is duly constituted with proper balance of Executive Directors,Non-Executive Directors and Independent Directors as per requirements of Clause 49(IIA) of the Listing Agreement.

• Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agendawere sent at least seven days in advance, and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation at the meeting.

• Majority decision is carried through while the dissenting members views are captured and recorded as part of theminutes.

We further report that there are adequate systems and processes in the Company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period there were no instance having a major bearing on the Company’s affairsin pursuance of the above referred laws, rules, regulations, guidelines and standards, etc. referred to above.

For MZ & AssociatesCompany Secretaries

Sd/-CS Mohd Zafar

PartnerPlace : New Delhi Membership No: ACS 28165Date : July 22, 2015 CP: 13875

27

Annexure – DDisclosures as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014

Nature of Disclosure Particulars

a) The ratio of the remuneration ofeach director to the medianremuneration of the employeesof the Company for the financialyear

b) The percentage increase inremuneration of each director,Chief Financial Officer, ChiefExecutive Officer, CompanySecretary or Manager, if any, inthe financial year

c) The percentage increase in themedian remuneration ofemployees in the financial year

d) The number of permanentemployees on the rolls ofcompany

e) The explanation on therelationship between averageincrease in remuneration andcompany performance

f) Comparison of the remunerationof the Key Managerial Personnelagainst the performance of theCompany

g) Variations in the marketcapitalization of the company,price earnings ratio as at theclosing date of the currentfinancial year and previousfinancial year and percentageincrease over decrease in themarket quotations of the sharesof the company in comparison tothe rate at which the companycame out with the last publicoffer

h) Average percentile increasealready made in the salaries ofemployees other than themanagerial personnel in the lastfinancial year and its comparisonwith the percentile increase inthe managerial remunerationand justification thereof andpoint out if there are anyexceptional circumstances forincrease in the managerialremuneration.

Name & Designation % Increase in remuneration in 2015

Mr. Ralph James Horne,Global CEO & MD Not Applicable*

Mr. Tanmaya Das,Chief Financial Officer 10%

Mr. Tarun Rastogi,Company Secretary 20%

Ms. Nishtha Sareen,Whole-time Director Not Applicable**

11%

341 as at March 31, 2015

The increase in remuneration is based on general inflation and intented toretain key talents vis-a-vis Company’s performance.

Total Revenue (` in lacs) 4,946.56

Total Remunerationto KMPs (` in lacs) 55.09

Total Remunerationof KMPs as % to Total Revenue 1.11%

The market capitalization of the Company has increased from ` 101.68 Croreas at March 31, 2014 to ` 279.57 Crore as at March 31, 2015

Evaluation of the price to earnings ratio is not meaningful as the Companyreported negative earnings per share on a standalone basis for the years endedMarch 31, 2014 and March 31, 2015.

The Company stock price as at March 31, 2015 was ` 86.75 per share (as quotedon BSE Limited), an increase of 768% over the last public offering, i.e. RightsIssue in 2007 at the issue price of ` 10 per share.

The average percentile increase already made in the salaries of employeesother than managerial personnel was 9%.

No other Director except Ms. Nishtha Sareen has drawn any remuneration duringthe financial year.

Ms. Nishtha Sareen had been appointed as Whole-time Director of theCompany with effect from March 31, 2015 and accordingly, she drawn salaryfor only one day (i.e. March 31, 2015) during the financial year.

Hence, the data is not comparable.

No other Director except Ms. Nishtha Sareen has drawn any remunerationduring the financial year.Ms. Nishtha Sareen had been appointed as Whole-time Director of theCompany with effect from March 31, 2015 and accordingly, she drawn salaryfor only one day (i.e. March 31, 2015) during the financial year.Hence, the data is not comparable to arrive at the ratio.

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i) Comparison of the eachremuneration of the KeyManagerial Personnel againstthe performance of theCompany.

j) The key parameters for anyvariable component ofremuneration availed by thedirectors.

k) The ratio of the remuneration ofthe highest paid director to thatof the employees who are notdirectors but receiveremuneration in excess of thehighest paid director during theyear.

l) Affirmation that theremuneration is as per theremuneration policy of thecompany.

Particulars Tanmaya Das, Tarun Rastogi, Ralph JamesChief Financial Company Horne,Officer Secretary Global CEO

& MD

Total Remuneration 33.96 21.13 Nil*in FY 2014-15(` in lacs)

Total Revenue (` in lacs) 4946.56

Remuneration of 0.68 0.43 NotKMPs (as % of revenue) applicable

Not applicable

No other Director except Ms. Nishtha Sareen has drawn any remuneration duringthe financial year.

Ms. Nishtha Sareen had been appointed as Whole-time Director of theCompany with effect from March 31, 2015 and accordingly, she drawn salaryfor only one day (i.e. March 31, 2015) during the financial year.

Hence, the data is not comparable to arrive at the ratio.

It is hereby affirmed that the remuneration paid is as per the remunerationpolicy of the Company for Directors, Key Managerial Personnel and otherEmployees.

* Mr. Ralph James Horne re-appointed as Global CEO and Managing Director of the Company with effect fromOctober 15, 2013 at Nil remuneration for a period of three years.

** Ms. Nishtha Sareen appointed as Whole-time Director of the Company with effect from March 31, 2015 and thus,the same is not applicable.

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Management’s Discussion and Analysis1. Global Economy & Industry Overview

Despite setbacks, an uneven global recoverycontinued in 2014. Largely due to weaker-than-expected global activity in the first half of 2014, thegrowth forecast for the world economy was reviseddownward to 3.3 percent for 2014, 0.4 percentagepoint lower than in the April 2014 World EconomicOutlook (WEO).

United States’ economy recovered to a 2.5 percentGDP growth — hardly a robust recovery, but a betterrate than that of many European and emergingmarkets.

While the Eurozone did continue to grow, it failed togain momentum. Falling prices dragged on growthprospects in the advanced world, triggering fears thewest is succumbing to the path Japan fell into duringthe early 90s. Germany, so long the Continent’serstwhile economic powerhouse, expanded at aslower rate than France in the third quarter of 2014.The country’s central bank has now halved itsprojected growth forecasts for 2015, expecting GDPto expand by a paltry 1pc.

Greece is causing headaches for Europe’spolicymakers once again. Greece’s economyremains nearly 25pc smaller than it was in 2008, andhas the highest debt mountain in the euro-area.

On the other hand, slowdown in the emerging world,which was already apparent a year ago, hascontinued in China, Brazil and Russia - most of thefamous Brics grouping, in other words.Pricewaterhouse Cooper predicts that with currenttrends, the aggregate purchasing power of the ‘E7’emerging economies – Brazil, China, India, Indonesia,Mexico, Russia and Turkey – will overtake that of theG7 by 2030. By 2015, Asia Pacific will have a largermiddle class than Europe and North Americacombined. And the global emerging middle class willrepresent an annual market of some US$6 trillion by2021. Such trends and tipping-points mean thetraditional way of classifying economies is becomingincreasingly irrelevant.

“In contrast to the accelerating growth we saw inthe United States, internationally, Japan’sconsumption tax hike caused its economy to fall intoa recession; while a combination of restrictive fiscaland monetary policy accompanying weak exportgrowth caused the European economy to stall,”noted Charles Schwab’s Liz Ann Sonders, BradSorenson, and Jeff Kleintop.

Purchasing Managers Index by Country

There was one geopolitical crisis that didn’t have theglobal economic impact that might have beenexpected. The rise of Islamic State in Iraq and Syriadid not affect the oil market in the way that manyprevious crises in the Middle East had, when concernsabout possible disruptions pushed prices up. The samewas largely true of the instability in Libya and the latestepisode in the conflict between Israel and thePalestinians.The result of all those factors was a fall in the oil priceof 40% from its peak in June, prompting fears that abarrel could even fall as low as $20 in 2015.Against this backdrop, it is clear that this is no time tobe complacent. The risks to the global economicoutlook remain very real. Past measures, mainly basedon expansionary monetary policies, have helped totemporarily avoid a deeper recession and set thefoundations for the global recovery in the short term.However, ensuring sustained growth in the long runwill depend not on monetary policies, but on boostingthe level of productivity of economies.The outlook for 2015 doesn’t look much better. TheIMF thinks there is now a four in 10 chance theEurozone area will slip back into its third recession in2015 since the financial crisis.The huge economic shifts between countries, andwithin groupings, are resulting in momentous changesin consumption patterns – which in turn are creatingand amplifying key challenges for businessesworldwide. They have to chase a moving target, asconsumers evolve differently in various markets fasterthan ever before. They have to address the needs ofever more diverse – and more demanding – customersegments. And they have to fight off increasinglyintense and new competition.

2. Industry Structure & DevelopmentAfter five years of uncertain and challengingenvironment, capital markets firms are still strugglingto find a steady ground. However, 2014 has been ayear of above average growth for stock markets.Global economies showed some signs of life withbalance sheets stabilizing and consumer confidencetrending towards the positive. Revenues also pickedup in certain sectors, and there was an ease in creditavailability.While there have been several regulatory reformsintroduced in 2013-14, yet developments have beenslower than anticipated. However, as each daypasses, regulatory context becomes clearer.Deloitte predicts in its report that financial year 2016will likely be one of continued challenge for industryexecutives. Margins are under extreme pressure, andbusiness models and product structures are becomingmore standardized, mortgages and derivatives beingtwo examples. And regulatory concerns have shifted,from uncertainty over direction to uncertainty overlong-term outcomes.Banks and capital market firms will need to driveincreased agility into their operations to takeadvantage of the ongoing uncertainty in the market,rather than simply waiting for more stable conditionsto emerge.

The global stock markets remained volatilethroughout the year. Equity markets continued ahealthy rally into the first two quarters of 2014 on theSource: Charles Schwab, Bloomberg data as of 12/5/2014

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back of global central bank’s continuous promisesof supportive conditions as well as low opportunitycosts of remaining invested in risk assets. Moving intothe third quarter, following a build-up of a number ofworrying signals, volatility spiked from historical lowsas the bull market begun showing elements offall ibil ity on the back of disappointing globaleconomic indicators.Celent predicts total bank IT spending across NorthAmerica, Europe, and Asia-Pacific will grow toUS$196.7 billion in 2015, an increase of approximately4.6% over 2014. In their report, IT Spending in Banking:A Global Perspective, Celent predicts the majority ofthe growth is coming from Asia-Pacific banks:spending by banks in this region will grow 5.6% in 2015to US$70.3 billion. This growth will remain relativelyconsistent in 2017, though it will decline slightly.North American bank spending will grow by a solid4.5% in 2015 to US$62.2 billion. In 2016 it will increaseby 4.2% to US$64.8 billion. European banks aren’tfaring quite as well, yet banks find themselvescommitted overall to increasing their spending.Spending by European banks will grow 3.7% in 2015to US$64.3 billion. European spending growth willcontinue to ramp up through 2017 as spendingincreases by 4.4% to US$70.1 billion.Banks across the globe are positioning themselves toleverage the benefits of technology and focus oninnovation.IDC Financial Insights predicts worldwide riskinformation technologies and service market to growto $97.3 billion by 2018. As a percentage of total ITspending, which is forecast to crest $530 billion by2018, the RITS market in financial services will accountfor an average of 17.1% of overall IT spending in 2015and growing to 18.2% of total spending by 2018. Ofthe seven submarkets included in their forecast, thosewith the highest growth rates are Compliance andInternal Controls, Credit Risk, and Information/CyberSecurity. The Capital Markets sector of the financialservices market has the greatest percentage ofoverall IT spending allocated to risk informationtechnology and services. For 2015, the percentageof overall IT spending dedicated to risk informationtechnology and services in the Capital Markets sectoris 22.2%, growing to 24.2%, which is representative ofin-sector regulatory compliance and IT modernizationtrends.WallStreet& Technology’s Capital Markets Outlook2015 reports that the more profitable banks areinvesting in product back-office automation,digitization of document management andautomation of credit decisions, and big dataanalytics applied to sales campaigns. On average,the profit margins of banks investing in these areasare twice as high as the others.

3. Opportunities & Threats3.1 Opportunities

3.1.1 Growth AccelerationWith more than 25 years’ experience in thefinancial services space, Dion is continuing toenhance our presence across the globe. Withestablished business units in Asia Pacific, India,South Asia, Europe and the Americas, theCompany is pushing for higher growth andmargins in the developed markets of NorthAmerica and Central Europe. Dion is also

focusing on emerging markets such as LatinAmerica, Middle East and Africa, whileimproving its position in Australia & New Zealand,Asia and India. The Company’s goal is to be thetrusted technology partner to financialinstitutions across the globe with a range ofsolutions to meet clients’ business needs nowand in the future.This year we have restructured our businessdivisions into 3 lines of business to align oursolutions as per industry’s needs. The existinggeographical structure has been in place for awhile now and has supported the growth of thecompany from revenues of $25m a few yearsago, to approaching $50m in FY15. Howeverwith the changing landscape and priorities ofthe industry, it is essential for us to group ourproducts together and offer complete solutionsto the industry.

3.1.2 Nurturing TalentDion employs over 600 staff including 330 inproduct development and offices in 14countries. It translates global experience andmarket-wide knowledge into local support andsector-specific solutions and expertise. Dionvalues its employees and is committed toinvesting in its staff on a personal andprofessional level.

3.1.3 New ProductsDion provides a broad range of solutions thatmeet specific business needs across the breadthof the financial markets. With solutions spanninginvestment, retail and commercial banking,institutional trading and investment, and privateclient wealth management and stockbroking;Dion supports financial services businesses now,and secures them for the future.The past year has seen launch of some newsolutions covering trading, portfolio analytics,and solutions for the stock connect programbetween Hong Kong and China, in line withchanging dynamics and landscape of theindustry. These new solutions were sold acrossAustralia, Hong Kong and UK, and a strongpipeline is built for the current financial year. Thisgives us the confidence that we are headed inthe right direction and are providing value toour clients’ business.Dion will continue to invest in these products andalso others in order to ensure that we remainahead of our competition in providinginnovative solutions to our clients that help themin the current business environment.

3.1.4 Strong DistributionAs an integrated global company, Dion’s focusis on cross-selling and utilising its establishedclient relationships and strong distributionchannels. Dion is continuing our plan to createa truly international business in which domainexpertise and sales techniques are no longerlocked into individual offices, or business units,and each sales office is capable of promotingall relevant solutions.

3.1.5 Continuous InnovationCarving out a successful business model amidstthe challenging macroeconomic and financialmarket conditions is not an easy task. Firms need

31

to continuously innovate to keep up with markettrends and stay ahead of the competition. Dion’scustomer-focused attention to detail ensuresflexibility, scalability and differentiation for itsclients through a trusted brand.

3.2 RisksThe continuous uncertain and unpredictableglobal economy, emerging competition,additional regulation and attracting andretaining talent continue to remain a cause forconcern for Dion and all our competitors andpeers alike.

4. Operational Overview of the CompanyDion’s revenue grew by 30% in FY15 from FY14 andrecorded positive turnaround in terms of profitability.This is primarily attributed to the growth in the sales ofnew products and prudent restructuring of ourbusiness and trimming costs. In FY15 we have startedgaining momentum from the investments we madein previous years - our FATCA solution is now sold to13 international banks across the globe. We alsotrimmed our costs by moving some of the globaldevelopments to India – thereby increasing ourefficiencies whilst decreasing our costs. The businesshas been restructured completely from a GeographicResponsibility Centres to Functional ResponsibilityCenters mainly into Broker & Wealth Solutions, DataIntelligence and Risk Analytics.

Other key highlights are as follows:• Dion’s Portfolio solution received the award for

the Best Wealth Management Solution providerat the Systems in the City Awards 2014, in Londonfor third year in a row.

• Dion completed acquisition of SwissRisk FinancialSystems (since renamed Dion Global SolutionsGmbH), after initially acquiring a controllingstake in January 2012.

• We launched a portfolio analytics tool for privateequity & venture capital firms – AlphaClick. Thesolution streamlines collection and analysis of

portfolio company data, enabling fundmanagers to meet increased transparency andreporting requirements. AlphaClick is deployedat a US-based venture capital firm specialisingin investing into software companies.

• We also launched a new module within theNOVA suite to support the Shanghai – Hong KongStock Connect scheme.

• Our FATCA compliance solution, FATCA TRAC, issold to 13 international banks across 4 continentsand supporting the compliance in 80jurisdictions.

5. Outlook

The business climate over recent years has beentough and trading conditions are expected to remainchallenging for the next year. Despite theunfavourable conditions, Dion achieved significantsuccesses across the globe this year, several bigprojects went live, new name customers were added,and new products were released with other existingcore products enhanced, both functionally andtechnically. We have been strengthening ourrelationships with existing customers and we areconfident this positive performance will continue.

Dion is now a multi domain company with a clearand distinct product set covering the global financialmarkets. While Dion is still a new name, the constituent

An uncertain global economy

Conflicting legal and regulatoryrequirements

Competition

Employee retention

Risks related to mergersand acquisitions

Limited economic growth and aslowdown of the global economy willinevitably limit Dion's business andfinancial performance.

Dion is a global company with morethan 550 clients across 80 countries.Local regulatory, economic andpolitical conditions could impactinternational products, business andoperations.

Dion's solution range exposes theCompany to two main forms ofcompetitor: the specialist nichevendors who focus attention on onecore area and the large internationalbusinesses with a complete range ofsolutions accompanied by worldwidename recognition.

The inability to retain top performerscould hurt the Company's profitabilityand its ability to deliver.

M&As come with their own challenges.Cultural, financial and technologicalintegration can have an impact ondirect costs, resources and branddevelopment.

Dion will keep track of the emergingglobal scenario and realign thebusiness strategy accordingly.

Dion's solutions are built on flexibleframeworks to ensure they can beadapted to meet global and localregulations. In addition, the Companywill ensure its staff includes the right mixof local and global knowledge andindustry experts.

Dion intends to maintain its position asa forward-thinking organisation that isresponsive to client and market needs.The Company is building the brand inorder to continue to differentiate fromcompetitors and improve productivity.

Dion is committed to investing into itsglobal workforce to provide motivation,support and rewards to ouremployees.

Dion will ensure it works through a well-designed integration plan with a clearbusiness strategy.

Threats Business Impact Solution

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staff, products and business units have marketpresence and are trusted among our client base.

Each of our newly developed products, FATCA TRAC,dfferentia, TradeCentre, D-CLEAR are now wellaccepted in the market and we expect the revenuefor these products to increase significantly. We willcontinue to take advantage of the work that hastaken place over recent years in successfully cross-selling and cross-developing solutions into our globalclient base. We will continue to seek and expand onpartnerships in important growth markets around theworld including our strategic partnership with TechMahindra.

Dion currently serves more than 550 clients across 80countries. Stepping into new markets and expansionin the existing ones will remain one of Dion’s keystrategies this year.

Since 2008, the financial markets have changedconsiderably; there is now more regulation and costcontrol than ever before. Dion will continue tostrengthen its position in the existing markets byfocusing on compliance and regulatory needs of ourclients and providing solutions to them that help themincrease revenue and reduce operating costs. Dion’saim is to encourage prospects to think in terms of along-term relationship with us and consider Dion atrusted partner in these challenging times, able toprovide IT solutions that solve specific businessproblems or enable specific opportunities.TheRestructuring of business into 3 Key Divisions like Broker& Wealth Solutions, Data Intelligence and RiskAnalytics is a step forward to capitalize on theopportunities in the market with dedicated focus.

6. Performance Highlights 2014-15

6.1 RevenuesConsolidated Revenues increased by 30.00% to` 289.63 Crore during FY’15 from ` 222.84 Crore duringFY’14. The revenue has grown by 17.58% CAGR in last5 years. This increase is mainly due to high demandand acceptability of our newly developed productsi.e. FATCA TRAC, dfferentia, TradeCentre.

6.2 EBITDADion has incurred EBITDA profit of ` 35.16 Crore duringFY’15 as against EBITDA loss of ` 32.10 Crore duringFY’14. This turnaround is due to 30% growth in revenuewithout increase in cost base.

Segment-wise Performance6.3 Primary Segment – Business Segments

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

Segment revenue and results figures include therespective amounts identifiable to each of thesegments and amounts allocated on a reasonablebasis. Other unallocated expenditures includesexpenses incurred on common services which are notdirectly identifiable to the individual segments as wellas expenses incurred at a corporate level whichrelate to the Company as a whole. The businesssegment has been considered the primary segment.

• Revenue from Software Products & Servicesincreased from ` 222.84 Crore during FY’14 to` 289.63 Crore during FY’15. This increase wasled by larger contract and more multi productsdeals, further enhancement and version releasesacross products.

• Revenue from regions other than India andAustralia jumped from ` 189.03 Crore duringFY’14 to ` 230.47 Crore during FY’15.

6.4 Secondary Segment – Geography SegmentsRevenue from geographical segments is based onlocation of its customers, the total carrying amountsof assets and the total costs incurred during theperiod.

Segment Revenue (` Crore)

(Amount in `)Particulars 2014-2015 2013-2014

Segment Revenue:Within India 24,62,04,779 32,66,51,440Within Australia 50,35,35,720 24,97,53,848Others 2,30,46,51,134 1,89,02,84,740Total 3,05,43,91,632 2,46,66,90,028Segment Assets:Within India 3,97,96,12,412 3,93,90,72,069Within Australia 54,81,43,254 57,88,97,076Others 2,03,18,93,801 1,62,73,87,356

Total 6,55,96,49,477 6,14,53,56,500Cost incurred for acquiring segment assets:Within India 98,87,009 1,03,87,949Within Australia 6,38,626 9,28,288Others 19,56,36,886 12,76,23,787

Total 20,61,62,522 13,89,40,024

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7. Internal Control

The Company has an Internal Control Systemcommensurate with the size and nature of itsoperations. These have been designed to providereasonable assurance with regard to recording andproviding reliable financial and operationalinformation, complying with applicable statutes,safeguarding assets from unauthorised use, executingtransactions with proper authorisation and ensuringcompliance of corporate policies. The Company hasa well-defined delegation of power with authoritylimits for approving revenue as well as expenditure.

The Company uses ERP based application to recorddata for accounting, consolidation andmanagement information purposes and connects todifferent locations for efficient exchange ofinformation. It has continued its efforts to align all itsprocesses and controls with global best practices.

The Audit Committee reviews audit reports submittedby the Internal Auditors. Based on the report of internalaudit, process owners undertake corrective actionin their respective areas and thereby strengthen thecontrols. Significant audit observations and correctiveactions thereon are presented to the AuditCommittee of the Board.

8. Human Resources

Fiscal 2014 was a year of optimism and renewedvigour for Dion. HR policies and processes werestrengthened to stay relevant to the changingdemographics, enhanced organizational agility andremain compliant with the changing regulatoryrequirements. During the year we focused ondelivering excellence through our expertise andendeavoured to create an environment ofmeritocracy that provides all our employeesopportunities to excel, learn and progress. Thecompany through creation of robust business andpeople models aimed to create opportunities toaccelerate into the next phase of growth globally.Learning and development continued to aim atexcellence in building capability and multipleinitiatives enabling growth of individuals and teamswere launched. Dion is witnessing an exciting phaseof growth and is fully geared to accelerate into thenext level with confidence and conviction. It is anopportune time to think bigger, act faster and leaphigher with greater vigour, velocity and enthusiasmtowards scaling up to newer heights.

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Report on Corporate GovernanceI. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

Corporate Governance is an ethically driven business process that is committed to values and conduct aimed atenhancing an organisation’s wealth generating capacity.Your Company believes that Corporate Governance is a set of guidelines to help fulfil its responsibilities to all itsstakeholders. It is a reflection of the company’s culture, policies, relationship with stakeholders, commitment tovalues and ethical business conduct.The Company’s philosophy lays strong emphasis on transparency, accountability and integrity and the saidphilosophy is manifested in its operations through exemplary standards of ethical behavior, both within theorganization as well as in external relationships.Our Corporate Governance framework ensures that we make timely disclosures and share accurate informationregarding our financials and performance, as well as ownership and governance of the Company.Your Company is in compliance with the requirements of the guidelines on Corporate Governance stipulatedunder Clause 49 of the Listing Agreement with the BSE Limited. A report on the implementation of the Code ofCorporate Governance as per Clause 49 of the Listing Agreement is given below.

II. BOARD OF DIRECTORSThe Board being representative of stakeholders have a fiduciary relationship and a corresponding duty to all itsstakeholders to ensure that their rights and interests are protected.

A. BOARD’S COMPOSITION AND CATEGORYThe Board of Directors of the Company has an optimum combination of Executive, Non-Executive and IndependentDirectors.As at March 31, 2015, the Board consists of 10 (Ten) Directors of whom 2 (Two) are Executive Directors viz. a GlobalCEO & Managing Director & Whole-time Director and 8 (Eight) are Non-Executive Directors. Amongst the 8 (Eight)Non-Executive Directors, 1 (One) is Non-Executive Chairman and 3 (Three) are Independent Directors.The details relating to composition & category of Directors, directorships held by them in other companies and theirmembership / chairmanship on various board committees of other companies, as at March 31, 2015, are given below:

Name of the Director Category No. of Directorships No. of Memberships/held in other Chairmanships held inCompanies various board committees

of other companies

Member Chairman

Mr. Maninder Singh Grewal Non-Executive Chairman 4 (including 1 2 Nil(DIN: 00648031) listed company)

Mr. Ralph James Horne Global CEO & Nil Nil Nil(DIN: 03297973) Managing Director

Mr. Hemant Dhingra* Non-Executive 19 (including 1 3 Nil(DIN: 00043039) Non-Independent Director listed company)

Mr. C. P. Gurnani (&) Non-Executive 5 (including 1 Nil Nil(DIN: 00018234) Non-Independent Director listed company)

Mr. John Lane Lowrey^ Non-Executive 1 Nil Nil(DIN: 05166027) Non-Independent Director

Mr. Pradeep Ratilal Raniga * Non-Executive 1 (which is listed) 1 Nil(DIN: 03291083) Non-Independent Director

Mr. Padam Narain Bahl Non-Executive 9 (including 1 5 3(DIN: 01314395) Independent Director listed company)

Mr. Vikram Sahgal ^^ Non-Executive 8 (including 1 Nil Nil(DIN: 00097163) Independent Director listed company)

Mr. Rama Krishna Shetty Non-Executive 10 (including 3 6 2(DIN: 01521858) Independent Director listed companies)

Ms. Nishtha Sareen # Whole-time Director Nil Nil Nil(DIN:07143073)

Mr. Balinder Singh Dhillon @ Non-Executive - - -(DIN:02500621) Non-Independent Director

Mr. Rashi Dhir $ Non-Executive - - -(DIN: 06724601) Independent Director

Dr. Vandana Nadig Nair $ Non-Executive - - -(DIN:05192560) Independent Director

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Name of the Director Category No. of No. of Memberships/Directorships held Chairmanships held in

in other various board committeescompanies of other companies

Member Chairman

Mr. Daljit Singh @@ Non-Executive(DIN: 00135414) Non-Independent Director - - -

Mr. Varun Sood @@ Non-Executive(DIN: 06973985) Non-Independent Director - - -

Dr. Gaurav Laroia $$ Non-Executive(DIN: 07225739) Independent Director - - -

* Resigned from the office of Director of the Company with effect from May 11, 2015.^ Appointed as an Additional Director (in the category of Non-Executive Non-Independent Director) on the Board

of the Company with effect from February 9, 2015 and later resigned from the office of Director of the Companywith effect from July 19, 2015.

# Appointed as an Additional Director and Whole-time Director on the Board of the Company with effect fromMarch 31, 2015 and later resigned from the office of Director of the Company with effect from May 11, 2015.

@ Appointed as an Additional Director (in the category of Non-Executive Non-Independent Director) on theBoard of the Company with effect from May 11, 2015.

$ Appointed as Additional Directors (in the category of Non-Executive Independent Director) on the Board ofthe Company with effect from May 11, 2015.

@@ Appointed as Additional Directors (in the category of Non-Executive Non-Independent Director) on the Boardof the Company with effect from August 04, 2015.

$$ Appointed as an Additional Director (in the category Non-Executive Independent Director) on the Board ofthe Company with effect from August 04, 2015.

& Nominated by Tech Mahindra Limited in pursuance of Agreement executed with the Company.^^ Resigned from the office of Director of the Company with effect from August 04, 2015.

Notes:(i) The Directorships held by the Directors, as mentioned above, do not include Directorships held in Foreign

Companies and Companies registered under Section 8 of the Companies Act, 2013 (“Act”).(ii) The Independence of a Director is determined by the criteria stipulated under Clause 49 of the Listing

Agreement and Section 149(6) of the Act.

(iii) The Committees considered for the purpose are those prescribed under Clause 49(II)(D)(2) of the ListingAgreement(s) viz. Audit Committee and Stakeholders’ Relationship Committee of Indian Public LimitedCompanies.

(iv) None of the above Directors are related to each other.

(v) None of the Directors on the Board is a Member in more than 10 Committees or act as a Chairman of morethan 5 Committees (as specified in Clause 49 of the Listing Agreement) across all the Public Limited Companiesin which he / she is a Director. Necessary disclosures regarding Committee positions in other Public LimitedCompanies as on March 31, 2015 have been made by the Directors.

(vi) No directors of the Company are holding position of Independent Director in more than seven listedcompanies.

(vii) Whole-time Director of the Company is not holding position of Independent Director in more than threelisted companies.

B. BOARD MEETINGS & ATTENDANCEDates of Board Meetings are fixed in advance and agenda papers are circulated to Directors generally oneweek before the meeting. The Company Secretary, in consultation with the Chairman and CEO & MD, drafts theAgenda for each meeting with explanatory notes and distribute the same to the Directors. Each Agenda item isprovided with sufficient background and all material information is incorporated in the Agenda papers for facilitatingmeaningful and focused discussions at the meeting. In special and exceptional circumstances, additional orsupplementary item(s) on the agenda are permitted. Video conferencing and/ or other audio visual means areused to facilitate Directors residing abroad or who are not able to attend meetings physically in India and presentat other locations, to participate in the meetings.The Board meets at least once a quarter to review the quarterly results and other items on the Agenda. AdditionalBoard meetings are convened by giving appropriate notice to address the Company’s specific needs. In case ofbusiness exigencies or urgency of matters, resolutions are passed by Circulation.During the financial year 2014–15, Five (5) Board Meetings were held on May 27, 2014, August 05, 2014, November11, 2014, February 09, 2015 and March 31, 2015 respectively.The intervening period between the Board Meetings was within the maximum time gap as prescribed underCompanies Act, 2013 (“Act”) and Clause 49 of the Listing Agreement.The last Annual General Meeting of the Company was held on September 11, 2014.

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(i) Attendance of Directors:Details of attendance of Directors at Board Meetings and Annual General Meeting (AGM) held during thefinancial year 2014-15 was as under:

S.No Name of Director No. of Board Whether attendedmeetings attended last AGM

1 Mr. Maninder Singh Grewal 5 Yes

2 Mr. Ralph James Horne 3 No

3 Mr. Shachindra Nath * 2 No $

4 Mr. Hemant Dhingra 4 No

5 Mr. C.P. Gurnani 1 No

6 Mr. John Lane Lowrey^ 1 NA

7 Mr. Pradeep Ratilal Raniga 4 No

8 Mr. Padam Narain Bahl 5 Yes $$

9 Mr. Vikram Sahgal 3 No

10 Mr. Rama Krishna Shetty 4 No

11 Ms. Nishtha Sareen # 0 NA

* Resigned from the office of Director of the Company with effect from February 9, 2015.^ Appointed as an Additional Director ( in the category of Non-Executive Non-Independent Director) on the Board of the Company

with effect from February 9, 2015.# Appointed as an Additional Director and Whole-time Director on the Board of the Company with effect from March 31, 2015.$ Mr. Shachindra Nath being the Chairman of Stakeholders’ Relationship Committee granted authorization to Mr. Padam Narain

Bahl to attend the Annual General Meeting on his behalf.$$ Mr. Padam Narain Bahl attended the Annual General Meeting as Chairman of Audit Committee & Nomination and Remuneration

Committee to answer to all the queries of shareholders.

(ii) Information available to the Board:During the financial year 2014-15, information as mentioned in Annexure – X to Clause 49 of the ListingAgreement, wherever applicable, has been placed before the Board for its consideration.

The aforesaid information is generally provided as a part of the agenda of the Board Meeting and/or isplaced at the table during the course of the meeting. Key Managerial Personnel and other senior officersare also invited to the Board Meetings to present reports on the Company’s operations and internal controlsystems. Further, the Board periodically reviews Compliance Reports, in respect of laws and regulations asmay be applicable to the Company as well as steps taken by the Company to rectify instance of non-compliances, if any.

(iii) Separate Meeting of Independent Directors & Familiarization Programme for Independent DirectorsDuring the financial year 2014-15, one Separate Meeting of the Independent Directors of the Company washeld on February 9, 2015 without the attendance of non-independent directors and members of management.Along with other matters, Independent Directors discussed the matters as specified in Schedule IV to the Actand Clause 49 of the Listing Agreement. All the Independent Directors attended the meeting.

The Company has also carried out Familiarization Programme on February 9, 2015 in accordance with theIndependent Director’s Training Policy of the Company. Details of Familiarization Programme conductedare uploaded on the website of the Company & can be accessed through the link http://investors.dionglobal.com/Familiarisation-Programme.aspx.

C. SHAREHOLDING OF NON-EXECUTIVE DIRECTORS

The shareholding of the Non-Executive Directors in the Equity Shares of the Company as at March 31, 2015 are asfollows:

S. No. Name Number of Equity Shares held

1. Mr. Maninder Singh Grewal 2,64,184

2. Mr. Hemant Dhingra Nil

3. Mr. C. P. Gurnani Nil

4. Mr. John Lane Lowrey Nil

5. Mr. Pradeep Ratilal Raniga Nil

6. Mr. Padam Narain Bahl Nil

7. Mr. Vikram Sahgal Nil

8. Mr. Rama Krishna Shetty Nil

TOTAL 2,64,184

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D. SHAREHOLDING OF EXECUTIVE DIRECTORSThe shareholding of the Executive Directors in the Equity Shares of the Company as at March 31, 2015 are asfollows:

S. No. Name Number of Equity Shares held

1. Mr. Ralph James Horne Nil

2. Ms. Nishtha Sareen Nil

III. COMMITTEES OF THE BOARDAs at March 31, 2015, the Board has 6 (Six) Committees – Audit Committee, Nomination and RemunerationCommittee, Stakeholders’ Relationship Committee, Share Allotment Committee, Loan/Investment & BorrowingCommittee and Banking Operations Committee

The Share Allotment Committee and Banking Operations Committee of the Board has been dissolved with effectfrom May 25, 2015.

All decisions pertaining to the composition of Board Committees, appointment of members and fixation of termsof service for members of the Committees are taken by the Board of Directors.

Details of the role and composition of Board Committees including number of meetings held during the financialyear and attendance thereat are provided below:

(1) AUDIT COMMITTEE

(a) CompositionThe details of the composition of the Audit Committee of the Board as at March 31, 2015 are as under:

S. No. Name Designation

1. Mr. Padam Narain Bahl, Independent Director Chairman

2. Mr. Rama Krishna Shetty, Independent Director Member

3. Mr. Vikram Sahgal, Independent Director * Member

4. Mr. C. P. Gurnani, Non-Executive Director Member

5. Mr. Balinder Singh Dhillon, Non-Executive Director @ Member

6. Dr. Gaurav Laroia, Indenpendent Director ** Member

@ Appointed as a Member of the Committee with effect from May 25, 2015

* Resigned from the office of Director of the Company with effect from August 04, 2015.

** Appointed as a Member of the Committee with effect from August 04, 2015

The composition of the Committee meets the requirements of Section 177 of the Companies Act, 2013 andClause 49 of the Listing Agreement. The Chairman of the Committee is an Independent Director. The CompanySecretary of the Company acts as the Secretary to the Committee. All the members of the Committee havethe ability to read and understand the Financial Statements.

(b) Terms of ReferenceThe terms of reference of the Audit Committee are as under:1. Oversight of the Company’s financial reporting process and the disclosure of its financial information to

ensure that the financial statement is correct, sufficient and credible.2. Recommending to the Board, the appointment, remuneration, and terms of appointment of auditors of

the Company.3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.4. Reviewing, with the management, the annual financial statements and auditors’ report thereon before

submission to the Board for approval, with particular reference to:a. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s

Report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013b. Changes, if any, in accounting policies and practices and reasons for the samec. Major accounting entries involving estimates based on the exercise of judgment by management.d. Significant adjustments made in the financial statements arising out of audit findingse. Compliance with listing and other legal requirements relating to financial statementsf. Disclosure of any related party transactionsg. Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the Board forapproval.

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other thanthose stated in the offer document / prospectus / notice and the report submitted by the monitoringagency monitoring the utilisation of proceeds of a public or rights issue, and making appropriaterecommendations to the Board to take up steps in this matter

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7. Review and monitor the auditor’s independence and performance, and effectiveness of audit process8. Approval or any subsequent modification of transactions of the company with related parties,9. Scrutiny of inter-corporate loans and investments,10. Valuation of undertakings or assets of the company, wherever it is necessary,11. Evaluation of internal financial controls and risk management systems,12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the

internal control systems13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit

department, staffing and seniority of the official heading the department, reporting structure coverageand frequency of internal audit.

14. Discussion with internal auditors of any significant findings and follow up there on.15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is

suspected fraud or irregularity or a failure of internal control systems of a material nature and reportingthe matter to the Board.

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit aswell as post-audit discussion to ascertain any area of concern.

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,shareholders (in case of non-payment of declared dividends) and creditors.

18. To review the functioning of the Whistle Blower mechanism, in case the same is existing.19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading

the finance function or discharging that function) after assessing the qualifications, experience &background, etc. of the candidate.

20. Such other role/functions as may be specifically referred to the Committee by the Board of Directors and/ or other committees of Directors of the Company and as specified in the Listing agreement.

(c) Meetings and attendance during the yearDuring the financial year 2014-15, Four (4) meetings of the Audit Committee were held on May 27, 2014,August 05, 2014, November 11, 2014 and February 09, 2015 respectively.

The attendance of Members at the meetings of the Audit Committee held during the financial year 2014-15was as follows:

Name of the Member No. of Meetings Attended

Mr. Padam Narain Bahl 4

Mr. Vikram Sahgal 2

Mr. Rama Krishna Shetty 4

Mr. C. P. Gurnani Nil

The necessary quorum was present at all the meetings.

Executive Directors, Chief Financial Officer and representatives of the Statutory Auditors and Internal Auditorsare generally invited to the meetings of the Audit Committee.

(2) NOMINATION AND REMUNERATION COMMITTEE(a) Composition

The details of the composition of the Nomination and Remuneration Committee of the Board as at March 31,2015 are as under:-


1. Mr. Padam Narain Bahl, Independent Director Chairman

2. Mr. Vikram Sahgal, Independent Director* Member

3. Mr. Maninder Singh Grewal, Non-Executive Chairman Member

4. Dr. Vandana Nadig Nair, Independent Director $ Member

5. Mr. Daljit Singh, Non-ExecutiveDirector ** Member

$ Appointed as a Member of the Committee with effect from May 25, 2015.* Resigned from the office of Director of the Company with effect from August 4, 2015.** Appointed as a Member of the Committee with effect from August 4, 2015.

The Chairman of the Committee is an Independent Director. The Company Secretary of the Company actsas the Secretary to the Committee.

(b) Terms of ReferenceThe terms of reference of the Committee are as under:(i) Formulation of the criteria for determining qualifications, positive attributes and independence of a director

and recommended to the Board a policy, relating to the remuneration of the directors, key managerialpersonnel and other employees;

(ii) Formulation of criteria for evaluation of Independent Directors and the Board;(iii) Devising a policy on Board diversity;(iv) Identifying persons who are qualified to become directors and who may be appointed in senior

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management in accordance with the criteria laid down and recommend to the Board their appointmentand removal;

(v) Administration and Superintendence of Dion Global Employee Stock Option Scheme; and(vi) Such other matters as may from to time be required by the any statutory, contractual or other regulatory

requirements to be attended by the Committee or as may be specifically referred to the Committee bythe Board of Directors of the Company or mentioned in the Listing Agreement.

(c) Meetings and attendance during the yearDuring the financial year 2014-15, Four (4) meetings of the Nomination and Remuneration Committee wereheld on August 05, 2014, November 11, 2014, February 09, 2015 and March 31, 2015.The attendance of Members at the meetings of the Committee held during the financial year 2014-15 was as follows:



Mr. Shachindra Nath # 1

Mr. Maninder Singh Grewal 4

Mr. Vikram Sahgal 3

# Resigned from office of Director of the Company with effect from February 9, 2015.

The necessary quorum was present at all the meetings

(d) Remuneration PolicyThe Nomination and Remuneration Committee has recommended to the Board the policies relating to theappointment and remuneration for the Directors, Key Managerial Personnel and other employees whichwere approved by the Board:

The Remuneration Policy is aimed at rewarding the performance, based on review of achievements on aregular basis and is in consonance with the existing industry practice.

The Directors’ Remuneration Policy of your Company is in line with the provisions of the Companies Act, 2013.

The Remuneration Policy of the Company is made available on the website of the Company at http://investors.dionglobal.com/Policies.aspx.

(e) Remuneration of Executive DirectorsThe remuneration of Executive Directors is decided by the Board based on the recommendation of Nominationand Remuneration Committee within the ceiling fixed by the shareholders and permissible under theCompanies Act, 2013. The remuneration paid to the Executive Directors during the financial year endedMarch 31, 2015 and the disclosure as per the requirement of Clause 49(VIII) (C) (2) of the Listing Agreementare as follows:

Name of Salary & Commission Perquisites Retiral Total Stock Service contactthe Director Allowances payable Benefits Options Tenure Notice

Granted PeriodMr. Ralph James Horne* Nil Nil Nil Nil Nil Nil From N.A.

October15, 2013 toOctober14, 2016

Ms. Nishtha Sareen ** 4118 Nil Nil 208 4326 Nil From N.A.March 31,

2015 toMarch

30, 2018

*Mr. Ralph James Horne has been re-appointed as Global CEO & Managing Director of the Company witheffect from October 15, 2013 for a period of three years at Nil remuneration.

**Ms. Nishtha has been appointed a Whole-time Director on the Board of the Company with effect fromMarch 31, 2015 and thus, salary of only one day (i.e. March 31, 2015) has been considered.

(f) Remuneration of Non-Executive DirectorsNon-Executive Directors including Independent Directors do not have any pecuniary relationships ortransactions with the Company. The Independent Directors were paid only the sitting fees for attending themeetings of the Board of Directors within the limits as prescribed under the Companies Act, 2013.

Details of sitting fees paid to Independent Directors during the financial year 2014-15 is as follows:

S.No Name of Director Sitting Fees (`) Commission (`) Stock Options

1 Mr. Padam Narain Bahl 1,00,000 - -

2 Mr. Vikram Sahgal 60,000 - -

3 Mr. Rama Krishna Shetty 80,000 - -

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(3) STAKEHOLDERS RELATIONSHIP COMMITTEE

(a) CompositionThe details of the composition of the Stakeholders Relationship Committee of the Board as at March 31, 2015are as under:-


1. Mr. Shachindra Nath, Non-Executive Director # Chairman

2. Mr. Maninder Singh Grewal, Non-Executive Chairman * * Member

3. Mr. Padam Narain Bahl, Independent Director Member

4. Mr. Hemant Dhingra, Non-Executive Director *** Chairman

5. Mr. Balinder Singh Dhillon, Non-Executive Director @ Member

# Resigned from the office of Director of the Company with effect from February 9, 2015.** Appointed as Chairman of the Committee with effect from May 25, 2015.*** Appointed as Member and Chairman of the Committee with effect from February 9, 2015 and later resigned from the office of

Director of the Company with effect from May 11, 2015.@ Appointed as Member of the Committee with effect from May 25, 2015

The Chairman of the Committee is a Non-Executive Director. The Company Secretary of the Company actsas the Secretary to the Committee.

(b) Terms of ReferenceThe terms of reference of the Committee are as under:1. Overseeing and reviewing all matters connected with securities of the Company.2. Redressal of Shareholders’ / Investors’ / Debenture holders’/other security holders complaints/queries related

to transfer / transmission / consolidation / splitting of shares, non-receipt of Balance Sheet, dividend etc.3. Overseeing the performance of the Registrar and Transfer Agent of the Company and recommends

measures for overall improvement in the quality of Investor services.4. Such other role/functions as may be specifically referred to the Committee by the Board of Directors and

/ or other committees of Directors of the Company or mentioned in the Listing agreement.

(c) Meetings and attendance during the yearDuring the financial year 2014-15, Twenty Two (22) meetings of the Stakeholders Relationship Committeewere held on April 03, 2014, April 15, 2014, April 30, 2014 , May 16, 2014, May 27, 2014, June 10, 2014, July 17,2014, August 05, 2014, August 17, 2014, September 16, 2014, October 07, 2014, October 29, 2014, November11, 2014, November 26, 2014, December 11, 2014, December 29, 2014, January 09, 2015, January 23, 2015,February 09, 2015, February 23, 2015, March 09, 2015 and March 23, 2015 respectively.

The attendance of members at the meetings of the Committee held during the financial year 2014-15 was as follows:


Mr. Shachindra Nath 18

Mr. Maninder Singh Grewal 21


Mr. Hemant Dhingra * 4

* Appointed as Member of the Committee with effect from February 9, 2015

The necessary quorum was present at all the meetings.

(d) Investor Grievance Redressal

The details of Investors Complaints received and resolved during the financial year 2014-15 is as under:

No. of Investor No. of Investor No. of Investor No. of InvestorComplaints Complaints Complaints Complaints

pending as at received from resolved from pending as atApril 1, 2014 April 1, 2014 to April 1, 2014 to March 31, 2015

March 31, 2015 March 31, 2015

NIL 66 66 NIL

The Company addresses all complaints, suggestions and grievances expeditiously and replies have beensent/ issues are resolved usually within 15 days from the date of receipt of complaint’s/grievances.

Mr. Tarun Rastogi, VP – Legal & Company Secretary is the Compliance Officer of the Company.

(4) LOAN / INVESTMENT AND BORROWING COMMITTEEThe Committee has been constituted to invest the funds of the Company, borrow monies, make loans in the formof subscription/acquisition/purchase of securities, loans, Guarantees, Inter CorporateDeposits in Subsidiaries / anybody corporate(s) or otherwise.

41

(a) CompositionThe details of the composition of the Loan / Investment & Borrowing Committee of the Board as at March 31,2015 are as under:

S. No. Name Designation1. Mr. Maninder Singh Grewal, Non-Executive Chairman Member2. Mr. Shachindra Nath, Non- Executive Director* Member3. Mr. Hemant Dhingra, Non-Executive Director** Member4. Mr. Padam Narain Bahl, Independent Director Member5. Mr. Ralph James Horne, Global CEO & Managing Director Member6. Mr. Balinder Singh Dhillon,Non-Executive Director*** Member

* Resigned from office of Director of the Company with effect from February 9, 2015.** Appointed as a Member of the Committee with effect from February 9, 2015 and later resigned from the office of Director of the

Company with effect from May 11, 2015.*** Appointed as a Member of the Committee with effect from May 25, 2015.

(b) Meetings and attendance during the yearDuring the financial year 2014-15, 3 (Three) meetings of the Committee were held on April 30, 2014, July 17,2014 and December 9, 2014.The attendance of Members at the meetings of the Committee held during the financial year 2014-15 was asfollows:

Name of the Member No. of Meetings AttendedMr. Maninder Singh Grewal 3Mr. Shachindra Nath* 3Mr. Hemant Dhingra** NilMr. Padam Narain Bahl NilMr. Ralph James Horne Nil

* Resigned from office of Director of the Company with effect from February 9, 2015.** Appointed as a Member of the Committee with effect from February 9, 2015 and later resigned from the office of Director of the

Company with effect from May 11, 2015.

IV. GENERAL BODY MEETINGS(a) Annual General Meetings

Details of the Annual General Meetings held during the last three financial years are as follows:

Financial Date Day Time Venue Special Resolution(s)Year passed2011-12 20.12.2012 Thursday 4.00 P.M. Sri Sathya Sai Nil

InternationalCentre, PragatiVihar, Lodhi Road,New Delhi – 110003

2012-13 13.09.2013 Friday 10.30 A.M. Air Force Auditorium, 1. Keeping of RegistersSubroto Park, at a place other thanNew Delhi – 110010 the Registered Office

of the Company.2. Re-appointment of

Mr. Ralph JamesHorne as ManagingDirector of theCompany.

3. Grant of StockOptions of morethan 1% of IssuedShare Capital of theCompany toidentified employeesunder Dion GlobalEmployeeStock OptionScheme – 2013.

2013-14 11.09.2014 Thursday 10:00 A.M. Sri Sathya Sai 1. Increase in borrowingInternational powers of the Board ofCentre, Pragati Director of theVihar, Lodhi Road, CompanyNew Delhi – 110003 2. Creation of Mortgage

and/or charge onMovable andimmovable propertiesof the Company

The above Special Resolutions were passed with requisite majority.No special resolution was put through Postal Ballot at the last Annual General Meeting nor is proposed at theensuing Annual General Meeting.

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(b) Extra-ordinary General MeetingDuring the period under review, no Extra-ordinary General Meeting was held.

(c) Postal BallotDuring the period under review, no resolution was passed through Postal Ballot process and no specialresolution is proposed to be conduted through postal ballot.

V. DISCLOSURESA. Related Party Transactions

All the transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 49 ofthe Listing Agreement during the financial year were in ordinary course of business and on an arm’s length basis.

The required statements / disclosures with respect to the related party transactions are placed before theAudit Committee on regular basis. Suitable disclosures as required by the Accounting Standard-18 havebeen made in notes to the Financial Statements. Further, the details of all material transactions with relatedparties are also disclosed quarterly along with the compliance report on corporate governance.

Further, the Company has not entered into any transaction of material nature with Promoters, the Directorsor the management, their subsidiaries or relatives etc. that may have any potential conflict with the interestof the Company at large. The Company’s major related party transactions are generally with its subsidiaries,associates and group companies.

In accordance with Clause 49 of the Listing Agreement, the Company has formulated a policy relating tothe dealing with Related Party Transactions. The Policy has been uploaded on the website of the company& can be accessed through the link http://investors.dionglobal.com/pdf/policy/Related-Party-Transactions-Policy.pdf

B. Accounting Treatment

The Company has followed the Accounting Standards and Guidelines laid down by the Institute of CharteredAccountants of India (ICAI) in preparation of its financial statements. The significant accounting policieswhich are consistently applied have been set out in the Notes to the Financial Statements.

C. Management’s Discussion and Analysis Report

The Management’s Discussion and Analysis Report forms part of the Directors’ Report.

D. Details of non-compliance by the Company

The Company has complied with all the requirements of the Listing Agreement of the Stock Exchange as wellas regulations and guidelines issued by SEBI. Hence, neither any penalty nor any stricture has been imposedby SEBI, Stock Exchange or any other Statutory Authority on any matter relating to capital markets, during thelast three years.

E. Whistle Blower Policy / Vigil Mechanism

The Company promotes ethical behaviour in all its business activities & has put in place a mechanism in formof Whistle Blower Policy (“Policy/Mechanism”) for reporting of instances of alleged wrongful conduct orgross waste or misappropriation of funds including instances of unethical behaviour, actual or suspectedfraud or violation of the company’s code of conduct. Through this Policy, the Company seeks to provide aprocedure for all the employees and Directors of the Company to report concerns about unethical andimproper practice taking place in the Company and provide for adequate safeguards against victimizationof Director(s) / employee(s) who avail of the mechanism and also provide for direct access to the Chairmanof the Audit Committee in exceptional cases. The Company has adopted a Whistle Blower Policy in line withthe requirements laid down under Companies Act, 2013 and Clause 49 of the Listing Agreement. The detailof establishment of such Policy/Mechanism has been uploaded on the website of the Company & can beaccessed through the link http://investors.dionglobal.com/pdf/policy/Whistle-Blower-Policy.pdf. It is herebyconfirmed that no personnel has been denied access to the Audit Committee

F. Details of compliance with mandatory requirements

The Company has fully complied with the mandatory requirements of Clause 49 of the Listing Agreement ofthe Stock Exchange. The Company has submitted the Quarterly Compliance Reports to the Stock Exchangewithin the prescribed time limit.

M/s RB & Associates, Company Secretaries in Practice, have certified that the Company has complied withthe mandatory requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

G. Details of adoption of non-mandatory requirements

The Company has complied with and adopted the following non-mandatory requirements of Clause 49 ofthe Listing Agreement:

(1) Audit Qualifications

The Company believes in maintaining its accounts in a transparent manner and aims at receivingunqualified report of auditors on the financial statements of the Company. There are no audit qualificationsin the Company’s financial statements for the financial year under reference.

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(2) Separate posts of Chairman & CEO

The Company has separate posts of Chairman and CEO. Mr. Maninder Singh Grewal is the Non-ExecutiveChairman and Mr. Ralph James Horne is the Global CEO & Managing Director of the Company.

(3) Reporting of Internal Auditor

The Internal Auditors of the Company reports to the Audit Committee.

H. CEO/CFO CertificateThe certificate required under Clause 49(IX) of the Listing Agreement duly signed by the Global CEO &Managing Director and CFO was placed before the Board and the same is annexed with this report.

VI. SUBSIDIARY COMPANIES

As per Clause 49, a ‘Material non-listed Indian subsidiary’ is an unlisted subsidiary, incorporated in India, whoseincome or net worth (i.e. paid up capital and free reserves) exceeds 20% of the consolidated income or net worthrespectively, of the listed holding company and its subsidiaries in the immediately preceding accounting year.

During the year, the Company does not have any material non-listed Indian subsidiary.

The minutes of the Board Meetings of the subsidiary companies and statement of significant transactions andarrangements entered into by the subsidiaries were placed at the Board Meetings of the Company.

In accordance with Clause 49 of the Listing Agreement, the Company has formulated a policy for determining‘material’ subsidiaries which has been uploaded on the Company’s website and can be accessed through thelink http://investors.dionglobal.com/pdf/policy/Policy-on-Subsidiaries.pdf

VII. MEANS OF COMMUNICATION

The Company has promptly reported all material information including declaration of quarterly financial results,press releases, shareholding pattern, news about the Company and certain other shareholder information to theBSE Limited (“BSE”), where the equity shares of the Company are listed. Such information is also simultaneouslydisplayed on the Company’s website i.e. www.dionglobal.com. The financial results-quarterly, half yearly andannual are communicated to the shareholders by way of an advertisement in Financial Express (English Edition)and Jansatta (Hindi Edition).

All periodical compliance filings like shareholding pattern, corporate governance report, media releases, amongothers are also filed electronically on the BSE Listing Centre.

The Company intimates the BSE on all price senstive information or such other matter which in its opinion arematerial and of relevance to the Investors.

Press Releases are sent to BSE before sending the same to media and are also displayed on Company’s websitei.e. www.dionglobal.com. Copies of the said disclosures and correspondences are also filed with the BSE. TheAnnual Report of the Company are also placed on the Company’s website i.e www.dionglobal.com and can bedownloaded.

The Company has designated an e-mail ID called [email protected] exclusively for redressal ofshareholders complaints / grievances. For any query, please write to us at the above e-mail Id.

The Company’s website (www.dionglobal.com) contains a separate dedicated section ‘Investor Relations’ whereshareholders’ information is available. The presentations made to the Investors are also displayed on the website.

VIII. GENERAL SHAREHOLDERS INFORMATION

(i) Annual General Meeting

Date : Friday, September 18, 2015

Time : 10.00 A.M.

Venue : Sri Sathya Sai International Centre, Pragati Vihar, Lodhi Road, New Delhi - 110003

(ii) Financial YearThe financial year covers the period starting from 1st April and ending on 31st March.

For the Quarter ended On or BeforeJune 30, 2015 August 14, 2015 (Subject to Limited Review)

September 30, 2015 November 14, 2015 (Subject to Limited Review)

December 31, 2015 February 14, 2016 (Subject to Limited Review)

March 31, 2016 May 30, 2016 (Audited)

(iii) Book Closure Period

The Register of Members and Share Transfer Books of the Company shall remain closed from Friday, September11, 2015 to Thursday, September 17, 2015 (both days inclusive) for the purpose of 20th Annual General Meetingof the Company.

www.dionglobal.com

(iv) Dividend payment date

No dividend has been recommended for the financial year 2014-15.

(v) Listing details

Equity Shares of the Company are currently listed at the BSE Limited (“BSE”).

Your Company has paid listing fees for the financial year 2015 – 2016 to the BSE.

Payment of Depository Fees

Annual Custody/Issuer fee for the year 2014-15 has been paid by the Company to NSDL and CDSL.

(vi) Scrip Code / ID

Scrip Code : 526927

Scrip ID : The Scrip ID of the Company at trading platform of BSE is “DION”.

(viii) Market Price Data: BSE Limited (In `)

Month High Low

April 2014 33.90 25.55

May 2014 40.60 25.00

June 2014 67.40 35.30

July 2014 110.80 61.85

August 2014 102.35 79.10

September 2014 125.05 86.00

October 2014 107.00 87.70

November 2014 120.90 82.30

December 2014 87.45 73.00

January 2015 105.00 75.10

February 2015 114.30 78.05

March 2015 111.90 78.05

(Viii) Performance of the share price of the Company in comparison to the BSE Sensex :

(ix) Registrar and Transfer AgentM/s Karvy Computershare Private LimitedKarvy Selenium Tower B, Plot 31-32, Gachibowli,Financial District, Nanakramguda,Hyderabad – 500 032Tel. No: 040 - 67161500Fax No. : 040 – 23420814E-mail: [email protected] Website: www.karvy.com

45

(x) Nomination FacilityThe shareholders holding shares in physical form may, if they so want, send their nomination(s), as per Section72 of the Companies Act, 2013 read with Rule 19 of the Companies (Share Capital and Debentures) Rules,2014, in form SH-13, which can be obtained from the Company’s Registrar and Transfer Agent. Those holdingshares in dematerialized form may contact their respective Depository Participant to avail the nominationfacility.

(xi) Share Transfer SystemThe Company’s equity shares, being in compulsory Demat segment, are transferable through the depositorysystem. However, shares in the physical form are processed by the Registrar & Transfer Agent and approvedby the Stakeholders’ Relationship Committee. The share transfer process is reviewed by the said Committee.Share transfers in physical form are processed and the share certificates are generally returned to thetransferees within a period of fifteen days from the date of receipt of transfer provided the transfer documentslodged with the Company are complete in all respects. Members who hold shares in physical form areadvised that SEBI has made it mandatory that a copy of the PAN card of the transferee/s, members, survivingjoint holders / legal heirs be furnished to the Company while obtaining the services of transfer, transposition,transmission and issue of duplicate share certificates.The Company obtains half-yearly certificate of compliance related to share transfer formalities from aCompany Secretary in Practice as required under Clause 47(c) of the Listing Agreement with Stock Exchangeand files a copy of the Certificate with the Stock Exchange on or before the due date.

(xii) Reconciliation of Share Capital AuditThe Reconciliation of Share Capital Audit as stipulated under Regulation 55A of SEBI (Depositories andParticipants) Regulations,1996 was carried out by a Practicing Company Secretary for each of the quarter inthe Financial Year 2014-15, to reconcile the total admitted capital with National Securities Depository Limited(NSDL) and Central Depository Services(India) Limited (CDSL) and total issued and listed capital. TheReconciliation of Share Capital Audit Reports (the Audit report) confirm that the total issued/paid up capitalis in agreement with the total number of shares in physical form and the total number of dematerializedshares held with the depositories. The Audit Report for each quarter of the Financial Year 2014-15, has beenfiled with with BSE Limited within one month of end of the respective quarter.

(xiii) Shareholding Pattern as on March 31, 2015:

Category No. of Shares held Percentage of Shareholding (%)

Promoters and Promoter Group (A) 17636860 54.73

Public Shareholding (B):

Mutual Funds / UTI Nil 0.00

Banks / Financial Institutions Nil 0.00

FIIs 1,478,500 4.59

Bodies Corporate 9845033 30.55

NRIs 208365 0.65

HUF 94125 0.29

General Public 2964523 9.20

Sub-total (B)

Total (A+B) 32,227,406 100.00

(xiv) Distribution of Shareholding as on March 31, 2015:

Categories (No. of Shares) Shareholders Equity Shares held

No. % to total No. of % to total Shareholders Shares Shares

001-500 16,972 96.08 10,13,640 3.15

501-1000 320 1.81 2,36,132 0.73

1001-2000 167 0.95 2,39,933 0.74

2001-3000 62 0.35 1,56,882 0.49

3001-4000 25 0.14 87,454 0.27

4001-5000 17 0.09 76,731 0.24

5001-10000 44 0.25 3,08,983 0.96

10001 and above 58 0.33 3,01,07,651 93.42

Total 17665 100.00 3,22,27,406 100.00

www.dionglobal.com

(xv) Dematerialization of Shares and Liquidity

The Company’s Equity Shares are in compulsorily demat segment and are available for trading indematerialized form. To facilitate trading in demat form, there are two depositories i.e. National SecuritiesDepository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

The Company has entered into agreements with both these depositories. Shareholders can open accountwith any of the Depository Participant registered with any of these two depositories. As on March 31, 2015,26,687,487 Equity Shares (82.81% of the total number of equity shares) of the Company were held indematerialized form.

The ISIN No. of the Company is INE991C01034 (with NSDL and CDSL).

(xvi) Outstanding GDRs / ADRs / Warrants or any other Convertible instruments, conversion date and likely impacton equity

Details of Employee Stock Options (ESOPs) has been uploaded on the website of the Company and can beaccessed through the link at http://investors.dionglobal.com/ESOP-Disclosures.aspx

Other than ESOPs, there are no outstanding ADR/GDR, warrants, options or rights to convert debentures,loans or other instruments into the Equity Shares as at March 31, 2015.

(xvii) Plant Locations

The Company is in the business of Software Products and Services and does not require manufacturing plant.

(xviii)Code of Conduct

The Company has in place separate Code of Conducts applicable to the Board Members and the SeniorManagement Personnel of the Company and the same have been posted on the website of the Companyi.e. www.dionglobal.com. Code of Conduct for Board Members inter alia includes the duties of theIndependent Directors as prescribed under the Companies Act, 2013.

All the Board Members and the Senior Management Personnel have affirmed compliance with the Code ofConduct for the financial year ended March 31, 2015

A declaration to this effect duly signed by Global CEO & Managing Director is annexed and forms part of this report.

(xix) Procedures for fair disclosure of Unpublished Price Sensitive Information and Prevention of Insider Trading

In compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company hasadopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information(“Fair Disclosure Code”) and Code of Conduct for Prevention of Insider Trading (“Insider Code”) with a viewto deal with Unpublished Price Sensitive Information and trading in securities by Directors, employees of theCompany, Designated Employees and Connected Persons. The Company Secretary is Compliance Officerfor the purpose of Insider Code and Chief Investor Relations Officer for the purposes of Fair Disclosure Coderespectively. Both the Codes have been uploaded on the web-site of the Company i.e. www.dionglobal.com

(xx) Address for Correspondence with the Company:For Securities held in Physical form

M/s Karvy Computershare Private Limited

Karvy Selenium Tower B, Plot 31-32, Gachibowli,

Financial District, Nanakramguda,

Hyderabad – 500032

Tel. No: 040 - 67161500

Fax No. : 040 - 23420814


For Securities held in Demat Form

To the Investors’ Depository Participant(s) and / or M/s Karvy Computershare Private Limited

Any Query on Annual ReportMr. Tarun Rastogi

VP - Legal & Company Secretary

5th Floor, Tower A, Logix Cyber Park,

C-28/29, Sector - 62, Noida – 201309, U.P., India


47

(xxi) Transfer of unclaimed/unpaid amounts to Investor Education and Protection Fund:

During the year under review, all unclaimed / unpaid application money pertaining to Rights Issue remainingunclaimed / unpaid for a period of seven years from the date they became due for payment, in relation tothe Company, has been transferred to the Investor Education and Protection Fund established by the CentralGovernment.

(xxii) Green Initiatives:

In order to save the precious forest, preserve the natural resources of the Country and to help your Companyto save on cost, the Company requests your support in this context and Members who have not registeredtheir e-mail address(es), so far, are requested to register their e-mail address(es), in respect of electronicholdings with the Depository through their concerned Depository Participants. The e-communicationregistration form is also available on the website of the Company and can be accessed through the linkhttp://investors.dionglobal.com/pdf/E-Communication-Registration-Form.pdf. Members who hold shares inphysical form are requested to register their e-mail address(es) by writing to M/s. Karvy Computershare ServicesLimited, (Unit: Dion Global Solutions Limited), Karvy Selenium, Tower B, Plot no. 31 & 32, Financial District,Nanakramguda, Hyderabad - 500032 or through email to [email protected].

www.dionglobal.com

Certificate & DeclarationCEO / CFO CERTIFICATION

We, Ralph James Horne, Global CEO & Managing Director and Tanmaya Das, Chief Financial Officer, of Dion GlobalSolutions Limited, hereby certify that:(a) We have reviewed financial statements and the cash flow statement for the year ended March 31, 2015 and that

to the best of our knowledge and belief:

• these statements do not contain any materially untrue statement or omit any material fact or contain statements

that might be misleading; and

• these statements together present a true and fair view of the Company’s affairs and are in compliance with

the existing Accounting Standards, applicable laws and regulations.

(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year

which are fraudulent, illegal or violative of the Company’s Code of Conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and have evaluated

the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed

to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of

which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

(d) We have indicated to the Auditors and the Audit Committee that –

• there has not been any significant changes in internal control over financial reporting during the year under

reference;

• there has not been any significant changes in accounting policies during the year under review; and

• there has not been any instances during the year of significant fraud of which we had become aware and the

involvement therein, if any, of the management or an employee having a significant role in the Company’s

internal control system over financial reporting.

Sd/- Sd/-Place : London Ralph James Horne Tanmaya DasDate : May 21, 2015 Global CEO & Managing Director Chief Financial Officer

DECLARATION BY CEO & MANAGING DIRECTOR

This is to certify that the Company has laid down Code of Conduct (“the Code”) for all Board Members and SeniorManagement Personnel of the Company and copy of the Codes have been placed on the Company’s websitewww.dionglobal.com.

It is further certified that the Board Members and Senior Management Personnel have affirmed their compliance withthe Code for the year ended March 31, 2015.

Sd/-Place : United Kingdom Ralph James HorneDate : May 1, 2015 Global CEO & Managing Director

CERTIFICATE ON CORPORATE GOVERNANCEToThe Members,Dion Global Solutions LimitedI have examined the compliance of conditions of Corporate Governance by Dion Global Solutions Limited(“the Company”) for the year ended March 31, 2015 in terms of requirements of Clause 49 of the Listing Agreement ofthe said Company with BSE Limited.The compliance of conditions of Corporate Governance is the responsibility of the management. My examination waslimited to a review of procedures and implementation thereof, adopted by the Company for ensuring the complianceof the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statementsof the Company.In my opinion and to the best of my information and according to the explanations given to me, I certify that theCompany has complied with, in all material respect, the conditions of Corporate Governance as stipulated in Clause49 of the above mentioned Listing Agreement.I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiencyand effectiveness with which the management has conducted the affairs of the Company.

For RB & AssociatesCompany Secretaries in Practice

Sd/-Place : New Delhi Rachna BatraDate : July 21, 2015 Proprietor

FCS No. 5747, C.P. No. 8233

49

Independent Auditor’s ReportTo The Members of Dion Global Solutions Limited

Report On the Standalone Financial StatementsWe have audited the accompanying Standalone FinancialStatements of Dion Global Solutions Limited (“theCompany”), which comprise the Balance Sheet as atMarch 31, 2015, the Statement of Profit and Loss,the CashFlow Statement for the year then ended and a summaryof the significant accounting policies and otherexplanatory information.

Management’s Responsibility for the Financial StatementsThe Company’s Board of Directors is responsible for thematters stated in Section 134(5) of the Companies Act, 2013(“the Act”) with respect to the preparation of thesestandalone financial statements that give a true and fairview of the financial position, financial performance andcash flows of the Company in accordance with theaccounting principles generally accepted in India,including theAccounting Standards specified underSection 133 of the Act, read with Rule 7 of theCompanies(Accounts) Rules, 2014.This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions ofthe Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities;selection and application of appropriate accountingpolicies; making judgments and estimates that arereasonable and prudent; and design, implementation andmaintenance of adequate internal financial controls, thatwere operating effectively for ensuring the accuracy andcompleteness of the accounting records, relevant to thepreparation and presentation of these standalonefinancial statements that give a true and fair view andare free from material misstatement, whether due to fraudor error.

Auditor’s ResponsibilityOur responsibility is to express an opinion on thesestandalone financial statements based on our audit.Wehave taken into account the provisions of the Act, theaccounting and auditing standards and matters which arerequired to be included in the audit report under theprovisions of the Act and the Rules made there under.We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10)of the Act.Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtainreasonable assurance about whether the financialstatements are free from material misstatement.An audit involves performing procedures to obtain auditevidence about the amounts and the disclosures in thefinancial statements. The procedures selected depend onthe auditor’s judgment, including the assessment of therisks of material misstatement of the financial statements,whether dueto fraud or error. In making those riskassessments, the auditor considers internal financial controlrelevant to the Company’s preparation of the financialstatements that give a true and fair view in order to designaudit procedures that are appropriate in thecircumstances, but not for the purpose of expressing anopinion on whether the Company has in place anadequate internal financial controls system over financialreporting and the operating effectiveness of such controls.An audit also includes evaluating the appropriateness ofthe accounting policies used and the reasonableness ofthe accounting estimates made by the Company’sDirectors, as well as evaluating the overall presentationofthe financial statements.We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our auditopinion on the financial statements.

OpinionIn our opinion and to the best of our information andaccording to the explanations given to us, the aforesaidstandalone financial statements give the informationrequired by the Act in the manner so required and give atrue and fair view in conformity with the accountingprinciples generally accepted in India, of the state of affairsof the Company as at March 31, 2015 and its profit and itscash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditor’s Report)

Order, 2015 (“the Order”) issued by the CentralGovernment of India in terms of Section 143(11) of theAct, we give in the Annexure a statement on thematters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143 (3) of the Act, we reportthat:a. We have sought and obtained all the information

and explanations which to the best of ourknowledge and belief were necessary for thepurposes of our audit;

b. In our opinion, proper books of account as requiredby law have been kept by the Company so far asit appears from our examination of those books;

c. The Balance Sheet, the Statement of Profit andLoss, and the Cash Flow Statement dealt with bythis Report are in agreement with the books ofaccount;

d. In our opinion, the aforesaid standalone financialstatements comply with the AccountingStandards specified under Section 133 of the Act,read with Rule 7 of the Companies (Accounts)Rules, 2014;

e. On the basis of the written representationsreceived from the Directors as on 31st March, 2015taken on record by the Board of Directors, noneof the directors is disqualified as on31st March,2015 from being appointed as a director in termsof Section 164 (2) of the Act.

f. With respect to the other matters to be includedin the Auditor’s Report in accordance with Rule11 of the Companies (Audit and Auditors) Rules,2014, in our opinion and to the best of ourinformation and according to the explanationsgiven to us:i. The Company has disclosed the impact of

pending litigations on its financial position in itsfinancial statements – Refer Note 22 to thefinancial statements;(and also refer below note):

ii. The Company has made provision, asrequired under the applicable law oraccounting standards, for materialforeseeable losses, if any, on long-termcontracts including derivative contracts –Refer Note (34.1) on ‘Hedge Accounting’ tothe financial statements;

iii. There has been no delay in transferringamounts, required to be transferred, to theInvestor Education and Protection Fund bythe Company.

For S. S. KOTHARI MEHTA & CO.Chartered Accountants

Firm Registration No. 000756N

Sd/-(K. K. Tulshan)

Place : New Delhi PartnerDate : May 26, 2015 Membership No. 085033

www.dionglobal.com

Annexure to Auditor’s ReportAnnexure referred to in paragraph 1 of ‘Report on OtherLegal and Regulatory Requirements’ of the IndependentAuditor’s Report of even date to the Members of Dion GlobalSolutions Limited on its Standalone Financial Statements asof and for the year ended March 31, 2015.

(i) (a) The Company has maintained proper recordsshowing full particulars, including quantitativedetails and situation of fixed assets;

(b) The Company has a process of physicalverification of fixed assets that covers every itemof fixed assets over a period of three years. In ouropinion, this periodicity and manner of physicalverification is reasonable having regard to the sizeof the Company and the nature of its assets. Nomaterial discrepancies were noticed on suchverification undertaken during the year;

(ii) The Company does not have any inventory as definedin Accounting Standard (AS) -2, ‘Valuation ofInventories’. Therefore,Clauses (ii)(a) , (ii)(b) & (ii)(c)of the Order are not applicable to the Company.

(iii) The Company has granted unsecured loan to oneCompany covered in the register maintained underSection 189 of the Companies Act, 2013 (“Act”). Themaximum amount during the year of such loan andyear-end balance is Rs. 17.16 Crores and Rs. 14.74Crores respectively.

(iv) There is an adequate internal control systemcommensurate with the size of the Company and thenature of its business, for the purchase of inventory

and fixed assets and for the sale of goods and services.There is no continuing failure to correct majorweaknesses in the internal control system;

(v) As the Company has not accepted deposits, thedirectives issued by the Reserve Bank of India and theprovisions of Sections 73 to 76 or any other relevantprovisions of the Act and the rules framed there under,are not applicable;

Vi) As informed to us, the Company is an IT and IT-enabledservices company. Therefore as per general circularno. 67/2011 dated 30th November, 2011 issued by theGovernment of India, Ministry of Corporate Affairs, CostAudit Branch, the Company is not required to maintaincost records under sub- section (I) of Section 148 ofthe Act.

(vii) (a) The Company is regular in depositing undisputedstatutory dues including provident fund,employees’ state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, dutyof excise, value added tax, cess and otherstatutory dues with the appropriate authorities.There are no arrears of outstanding statutory duesas at the last day of the financial year concernedfor a period of more than six months from the datethey became payable;

(b) The particulars of dues of income tax or sales taxor wealth tax or service tax or duty of customs orduty of excise or value added tax or cess thathave not been deposited on account of anydispute are as under:

S. Name of the Nature of Dues Amount Period to Forum whereNo Statute (` Lacs) which the the dispute

amount relates is pending

1 Karnataka Value Demand of VAT/CST on Online 75.21* 2006-07 Appeals beforeAdded Tax Act, 2003 Information and Data Commercial Taxes

Retrieval Services: 14.75* 2007-08 tribunal (Bangalore)

2 Income Tax Act, 1961 Demand on account of 85.34 2007-08 Appeal before the incomedisallowance of Expenditure Tax Appellate Tribunal,

Mumbai

TDS Demand u/s 201(1)/201(1A) 0.15 2007-08 Appeal filed before0.0015 2008-09 CIT(A)(TDS)

3 Cenvat Credit Disallowance of Cenvat 4.90 2007-08 to Appeal has been allowedCredit taken & utilized on 2010-11 subject to verification byRules, 2004 Air travel and catering services. Superintendent of

Service TaxNon - payment of service - tax 354.54 lacs 1 April 2006 Appeal is Pendingon management consultancy plus to before CESTAT,service equivalent 15 May 2008 Bangalore

penalty @

Short payment of service tax 122.17 lacs 2008-09 to Appeal beforeon software development 2010-11 commissioner of central

excise (adjudication)

*The full amount is deposited by way of 50% cash and balance 50% is secured by way of bank guarantee.

@ The CESTAT, Bangalore after hearing has allowed stay of demand on deposit of Rs 50.00 lacs that has been depositedby the Company.

51

(c) The amount required to be transferred to investoreducation and protection fund in accordancewith the relevant provisions of the Companies Act,1956 (1 of 1956) and rules made thereunder hasbeen transferred to such fund within time;

(viii) The Company has been registered for a period ofmore than five years. The Company has accumulatedlosses at the end of the financial year. It has incurredcash losses in this financial year but not in theimmediately preceding financial year;

(ix) The Company has not defaulted in repayment of duesto a financial institution or bank. The Company hasnot issued any debentures;

(x) The Company has not given any guarantee for loanstaken by others from bank or financial institutions, theterms and conditions whereof are prejudicial to theinterest of the Company;

(xi) The term loans were applied for the purpose for whichthe loans were obtained;

(xii) According to the information and explanations givento us, no fraud on or by the Company has beennoticed or reported during the year

For S. S. KOTHARI MEHTA & CO.Chartered Accountants


Sd/-(K. K. Tulshan)

Place : New Delhi PartnerDate : May 26, 2015 Membership No. 085033

www.dionglobal.com

Balance Sheet as at March 31, 2015As at As at

Particulars Note No March 31, 2015 March 31, 2014` `

EQUITY AND LIABILITIESShareholders’ funds

Share capital 2 42,22,74,060 42,22,74,060Reserves and surplus 3 2,03,82,37,977 2,16,37,22,776

Non - current liabilitiesLong - term borrowings 4 45,83,33,333 87,50,00,000Other long term liabilities 5 8,81,808 8,62,798Long - term provisions 6 1,66,12,741 1,40,80,584

Current liabilitiesShort - term borrowings 7 57,05,58,927 5,00,00,000Trade payables 8 10,11,571 2,00,583Other current liabilities 9 46,93,46,604 41,09,13,893Short - term provisions 10 23,55,400 20,17,374

------------------------------------------------ ------------------------------------------------TOTAL 3,97,96,12,421 3,93,90,72,068

================================= ==================================ASSETSNon - current assets

Fixed assetsTangible assets 11 1,55,37,151 1,72,03,451Intangible assets 12 1,62,34,611 2,14,90,021Intangible assets under development 13 78,94,795 36,32,343

Non - current investments 14 2,51,27,26,759 2,34,92,93,186Long - term loans and advances 15 16,25,48,269 20,05,70,803Other non - current assets 16 3,77,62,625 3,76,70,812

Current assetsCurrent investments 17 -- 1,50,00,000Trade receivables 18 8,26,12,837 23,63,75,608Cash and bank balances 19 26,01,89,630 35,17,09,047Short - term loans and advances 20 87,89,21,684 70,02,23,457Other current assets 21 51,84,060 59,03,340

------------------------------------------------ ------------------------------------------------TOTAL 3,97,96,12,421 3,93,90,72,068

================================= ==================================Summary of significant accounting policies 1The notes are an integral part of the financial statements.

As per our report of even date For and on behalf of the Board of Directors

Sd/- Sd/-FOR S. S. KOTHARI MEHTA & CO. Ralph James Horne Padam Narain BahlChartered Accountants Global CEO & Managing Director DirectorICAI Registration No.000756N DIN : 03297973 DIN : 01314395

Sd/- Sd/- Sd/-(K. K. Tulshan) Tanmaya Das Tarun RastogiPartner Chief Financial Officer VP-Legal & Company SecretaryMembership No. 085033 ICSI Membership No.: A18392

Place : New DelhiDate : May 26, 2015

53

Statement of Profit and Loss for the year ended March 31, 2015Year Ended Year Ended

Particulars Note No March 31, 2015 March 31, 2014` `

Revenue

Revenue from operations 23 35,15,48,984 40,29,49,456

Other income 24 14,31,07,505 18,04,21,352------------------------------------------------ --------------------------------------------------------------------------------------------------------------------------------------

Total Revenue 49,46,56,489 58,33,70,808------------------------------------------------ --------------------------------------------------------------------------------------------------------------------------------------

Expenses

Employee benefits expenses 25 27,96,39,018 26,21,99,221

Finance costs 26 20,45,93,386 22,23,56,558

Depreciation and amortization expense 27 1,46,06,707 1,91,10,814

Other expenses 28 11,91,21,167 9,43,29,000------------------------------------------------ --------------------------------------------------------------------------------------------------------------------------------------

Total Expenses 61,79,60,278 59,79,95,593------------------------------------------------ --------------------------------------------------------------------------------------------------------------------------------------

Profit/(Loss) before exceptional Item and tax expense (12,33,03,789) (1,46,24,785)

Exceptional items – –

Profit/(Loss) after exceptional Item and before tax (12,33,03,789) (1,46,24,785)

Tax expense – –

Profit / (loss) for the year (12,33,03,789) (1,46,24,785)

Earnings per equity share 29

Basic (3.86) (0.49)

Diluted (3.86) (0.49)

Summary of significant accounting policies 1The notes are an integral part of the financial statements.





www.dionglobal.com

(Amount in `)

Particulars March 31, 2015 March 31, 2014

CASH FLOW FROM OPERATING ACTIVITIESNet Profit/(Loss) after exceptional Item and before tax (12,33,03,789) (1,46,24,785)Adjustments for:-Non cash ItemsDepreciation and amortization expense 1,46,06,707 1,91,10,814Profit / (Loss) on Sale of Fixed Assets 15,681 (46,403)Provision for Gratuity and Leave Encashment 28,70,183 27,89,013Provision for Doubtful Debts and Bad Debts 33,18,670 37,94,095-Non trading incomes/expensesInterest Income (12,03,87,027) (12,41,54,935)Interest and Finance Charges 20,45,93,386 22,23,56,558Income from Mutual Fund (1,30,610) (17,86,448)Profit on Sale of Investment/Mutual Fund units - (36,675)Balances Written Back - (5,06,557)Operating Profit before working capital changes (1,84,16,800) 10,68,94,678Adjustments for changes in Working Capital:(Increase) / Decrease in Trade Receivables 15,04,44,101 (2,09,29,050)(Increase) / Decrease in Loans and Advances (1,72,67,509) (26,53,168)Increase / (Decrease) in Current Liabilities (other than Interest Payable) 1,12,94,323 (1,60,14,309)Cash (Used in) / Generated from Operating Activities 12,60,54,115 6,72,98,150

Net Cash (Used in) / Generated from Operating Activities (A) 12,60,54,115 6,72,98,150

CASH FLOW FROM INVESTING ACTIVITIESPayment towards Capital expenditures (98,87,009) (1,03,87,949)Proceeds from Sale of fixed Assets 5,319 1,07,920Investments in Subsidiaries (16,34,33,573) (6,72,32,785)Sale of Investments - 15,535Advances for Intangible Assets under Development (42,62,452) 15,87,770Income Received from Mutual Funds 11,68,213 7,48,845Loan to Related Parties (3,83,82,101) (55,18,79,823)Interest Received 3,50,42,624 11,64,28,959(Increase) / Decrease in Fixed Deposits & Other Bank Balances 87,25,687 84,11,39,068Increase / (Decrease) of Current Investments 1,50,00,000 (1,50,00,000)

Net Cash (Used in) / Generated from Investing Activities (B) (15,60,23,292) 31,55,27,539

CASH FLOW FROM FINANCING ACTIVITIESPayment of Borrowing Cost on Bank Loan - (4,62,50,000)Receipts / (Repayment) of Secured Loans (net) (23,06,41,073) 15,00,00,000Receipts / (Repayment) of Unsecured Loans (net) 37,62,00,000 (20,16,25,000)Interest Paid (19,82,91,667) (22,84,06,543)

Net Cash from Financing Activities (C) (5,27,32,740) (32,62,81,543)

Net Increase in cash and cash equivalents (A+B+C) (8,27,01,917) 5,65,44,146

Cash and Cash equivalents as at the beginning of the Year 8,35,91,547 2,70,47,401Cash and Cash equivalents as at the Year Ended March 31, 2015 8,89,630 8,35,91,547Cash and cash equivalents comprise of :- - Cash in hand 15,144 15,926 -Balance with Banks in Current Account 8,74,486 8,35,75,621

Total (Refer Note 19) 8,89,630 8,35,91,547

Notes:(1) The above Cash Flow Statement has been prepared under the "Indirect Method" set out in Accounting Standard-3 on Cash Flow Statement.

(2) Figures in the bracket indicate cash outgo / Income.

(3) Previous Year's figures have been regrouped, rearranged and reclassified wherever necessary to conform to the current year's classification.






Cash Flow Statement for the year ended March 31, 2015

55

1 SIGNIFICANT ACCOUNTING POLICIES

a) BASIS OF ACCOUNTING

The financial statements are prepared under the historical cost convention, on going concern basis and in terms ofthe Accounting Standards as per Companies (Accounting Standard) Rules 2006 and referred to Section 129 & 133of the Companies Act 2013 of India. The Company follows the mercantile system of accounting and recognizesincome and expenditure on accrual basis to the extent measurable and where there is certainty of ultimaterealisation in respect of incomes. Accounting policies not specifically referred to otherwise are consistent and inconsonance with the generally accepted accounting principles in India.

b) USE OF ESTIMATES

The presentation of financial statements requires estimates and assumptions to be made that affect the reportedamount of assets and liabilities on the date of financial statements and the reported amount of revenue andexpenses during the reported period. Difference between the actual results and estimates are recognized in theperiod in which results are known / materialized

c) REVENUE RECOGNITION

i) Revenue from fixed price service contracts is recognized in proportion to the degree of completion of serviceby reference to and based on milestones/acts performed as specified in the contracts and in case of timeand material service contracts, it is recognized on the basis of hours completed and material used.

ii) Revenue from the sale of user licenses for software applications is recognized on transfer of the title.

iii) Subscription revenue from data base products is recognized proportionately over the period of subscription.

iv) Revenue from annual maintenance contracts is recognized proportionately over the period in which servicesare rendered.

v) Revenue from Software Consultancy and Support Services is recognized based on proportionate completionmethod as per specific agreements with the customers.

vi) Dividend Income is accounted for as income when the right to receive dividend is established.

vii) Interest and other dues are accounted on accrual basis.

viii) Revenue excludes Value added tax/sales tax and service tax.

ix) Revenue in excess of billings on service contracts is recorded as unbilled receivables and is included in tradereceivable. Billings in excess of revenue that is recognized on service contracts are recorded as deferredrevenue until the above revenue recognition criteria are met and are included in current liabilities.

d) TANGIBLE ASSETS

Tangible assets are stated at cost less accumulated depreciation. Cost includes duties, taxes and other expensesincidental to development / acquisition and installation.

e) INTANGIBLE ASSETS

Intangible assets are recognized only if it is probable that the future economic benefits that are attributable toassets will flow to the enterprise and the cost of the assets can be measured reliably. The intangible assets arerecorded at their acquisition cost. In respect of internally developed software, costs include development costsdirectly attributable to the design and development of software.

Computer software which is not an integral part of the related hardware is classified as an intangible asset and isbeing amortized over the estimated useful life.

f) IMPAIRMENT OF ASSETS

At each Balance Sheet date, the Company assesses whether there is any indication that an asset may be impaired.If any such indication exists, the Company estimates the recoverable amount. If the carrying amount of the assetexceeds its recoverable amount, an impairment loss is recognized in the Statement of Profit and Loss to the extentthe carrying amount exceeds the recoverable amount. If at the Balance Sheet date there is an indication that if apreviously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflectedat the recoverable amount.

g) BORROWING COSTS

Borrowing costs incurred for the acquisition of qualifying assets are recognized as part of cost of such assets whenit is considered probable that they will result in future economic benefits to the Company. Other ancillary costsincurred in obtaining the borrowings which are not eligible for capitalisation are amortized over the tenure ofBorrowings.

NOTES TO FINANCIAL STATEMENTS

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h) DEPRECIATION / AMORTIZATIONDepreciation has been provided based on life assigned to each asset in accordance with Schedule II of the CompaniesAct, 2013. Depreciation on fixed assets (other than Intangible assets) is provided based on the following useful life of theassets:-

Class of Assets Estimated UsefulLife of the assets

Office Equipments 5 years

Vehicles 8 years

Computer Networking and Equipments 6 years

Computer and Peripherals 3 years

Furniture and Fixtures 10 years

Leasehold improvements are amortized over the lease period or 6 years whichever is earlier. In respect of assetsacquired / sold during the year, depreciation is charged on pro-rata basis.

Intangible assets are amortized over a period of three to six years on a straight-line basis, commencing from thedate the asset is available to the Company for its use.

Consequent to application of Part C of Schedule II of the Companies Act 2013, the management, based on aninternal assessment and evaluation, has adopted the useful life prescribed in Schedule II, wherever appropriate.Also, refer note 38.

i) FOREIGN CURRENCY TRANSACTIONSForeign currency transactions are recorded at the rate of exchange prevailing on the date of the transaction. Atthe year end, all the monetary assets and liabilities denominated in foreign currency are restated at the closingexchange rate. Exchange differences resulting from the settlement of such transactions and from the restatementof such monetary assets and liabilities are recognized in the Statement of Profit and Loss.

j) INVESTMENTSLong-term investments are valued at cost. Cost includes incidental charges incurred towards acquisition of suchinvestments. Provision for diminution, if any, in the value of investments is made to recognize a decline, other thantemporary in nature. Current investments are valued at lower of cost and fair value.

k) CASH & CASH EQUIVALENTSCash comprises cash at bank. Cash equivalents are short term, highly liquid investments that are readily convertibleto known amounts of cash and which are subject to insignificant risk of change in value.

l) STOCK BASED COMPENSATIONThe Stock Options granted by the Company are accounted for as per the accounting treatment prescribed bySecurities & Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)Guidelines, 1999 and the guidance note on Accounting for Stock Options issued by the Institute of CharteredAccountants of India, whereby the intrinsic value of the Options are recognized as deferred employee compensation.The deferred employee compensation is charged to Statement of Profit and Loss on a straight line basis over thevesting period of Options.

m) EMPLOYEE BENEFITS i) Provident fund is a defined contribution scheme and the contributions as required by the statute are charged

to the Statement of Profit and Loss as incurred. ii) Gratuity liability is a defined obligation and is wholly unfunded. The Company accounts for liability for future

gratuity benefits based on an actuarial valuation. iii) The employees of the Company are entitled to compensated absences and leave encashment as per the

policy of the Company, the liability in respect of which is provided, based on an actuarial valuation. iv) Actuarial gains and losses comprise experience adjustments and the effects of changes in the actuarial

assumptions and are recognized immediately in the Statement of Profit and Loss as income or expenses. v) The undiscounted amount of short term employee benefits expected to be paid in exchange for services

rendered by an employee is recognized during the period when the employee renders the services.

n) TAXES ON INCOMECurrent tax is determined on the basis of the Income Tax Act, 1961.

Deferred tax is recognized on timing differences between the accounting income and the taxable income for theyear and quantified using the tax rates and laws enacted or substantively enacted as on the Balance Sheet date.

Deferred tax assets are recognized and carried forward to the extent that there is a reasonable certainty thatsufficient future taxable income will be available against which such deferred tax asset can be realized, except forunabsorbed depreciation and carry forward of losses under the tax laws where deferred tax assets are recognizedonly to the extent that there is virtual certainty, supported by convincing evidence that sufficient future taxableincome will be available against which such deferred tax assets can be realized.

o) PROVISIONS AND CONTINGENT LIABILITIES

A provision is recognized when the Company has a present obligation as a result of past events, for which it is

57

probable that an outflow of resources embodying economic benefits will be required to settle the obligation anda reliable estimate of the amount can be made. Provisions are determined based on management estimaterequired to settle the obligation at the balance sheet date.

Provisions are reviewed regularly and are adjusted where necessary to reflect the current best estimates of theobligation.

Liabilities which are material and whose future outcome cannot be ascertained with reasonable certainty is treatedas contingent and to the extent not provided for are disclosed by way of notes to the accounts.

p) ACCOUNTING FOR LEASESAssets acquired under leases where the Company has substantially all the risks and rewards of ownership areclassified as finance lease. Such leases are capitalized at the inception of the lease at lower of the fair value or thepresent value of the minimum lease payments and a liability is created for an equivalent amount. Each leaserental paid is allocated between the liability and the interest cost so as to obtain a constant periodic rate ofinterest on the outstanding liability for each period.Assets acquired under leases where a significant portion of the risk and rewards of ownership are retained by thelessor are classified as operating leases. Lease rentals are charged to the Statement of Profit and Loss on accrualbasis.

q) OPERATING CYCLEAll assets and liabilities have been classified as current or non-current as per the Company’s normal operatingcycle and other criteria set out in the Schedule III to the Companies Act,2013. Based on the nature of products andthe time between the acquisition of assets for processing and their realisation in cash and cash equivalents, theCompany has ascertained its operating cycle as 12 months for the purpose of current/non current classification ofassets and liabilities.

r) DERIVATIVE TRANSACTIONSThe Company uses derivative financial instruments such as currency swaps to hedge its risks associated with foreigncurrency fluctuation relating to the underlying transactions, highly probable forecast transactions and firmcommitments. The derivative contracts outstanding at the Balance Sheet date are marked to market and resultingloss, if any is provided for in the financial statements. Any profit or losses arising on cancellation of derivativeinstruments are recognized as income or expense for the period.

2 Share Capital (Amount in `)

Particulars As at 31 March 2015 As at 31 March 2014

Number Amount Number Amount

AuthorisedEquity Shares of ` 10/- eachOpening 7,00,00,000 70,00,00,000 7,00,00,000 70,00,00,000Addition by creation of new shares - - - -Deductions - - - -

Closing 7,00,00,000 70,00,00,000 7,00,00,000 70,00,00,000Preference shares of ` 10/- eachOpening 1,50,00,000 15,00,00,000 1,50,00,000 15,00,00,000Addition - - - -Deductions - - - -

Closing 1,50,00,000 15,00,00,000 1,50,00,000 15,00,00,000

Total 8,50,00,000 85,00,00,000 8,50,00,000 85,00,00,000

Issued, Subscribed and Fully paid upEquity Shares of ` 10/- eachOpening 3,22,27,406 32,22,74,060 3,22,27,406 32,22,74,060Additions by way of fresh allotmentin cash - - - -

Deductions - - - -

Closing 3,22,27,406 32,22,74,060 3,22,27,406 32,22,74,060

1% Non Convertible CumulativeRedeemable Preference shares of` 10/- eachOpening 1,00,00,000 10,00,00,000 1,00,00,000 10,00,00,000

Additions by way of freshallotment in cash - - - -Deductions - - - -

Closing 1,00,00,000 10,00,00,000 1,00,00,000 10,00,00,000

Total 4,22,27,406 42,22,74,060 4,22,27,406 42,22,74,060

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

The Company has only one class of equity shares having a par value of ` 10 per share. Each shareholder is entitledto one vote per share. The Company declares and pays dividend in Indian Rupee. The dividend proposed by theBoard of the Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. Duringthe year ended 31 March 2015 the amount per share recognized as distribution to equity holders was ` Nil (31March 2014 ` Nil). The total dividend appropriation for the year ended 31 March 2015 amounts to ` Nil (31 March2014 ` Nil) including Corporate Dividend Tax of ` Nil (31 March 2014 ` Nil).In the event of the liquidation of thecompany, the holder of the equity shares will be entitled to receive any of the remaining assets of the Company,after distribution of all preferential amounts. The distribution will be in proportion of the number of the equity sharesheld by the equity share holders.

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

2.2 The following hold more than 5% shares:

Name of Shareholder As at 31 March 2015 As at 31 March 2014

No. of % of No. of % ofShares held Holding Shares held Holding

a. Equity Shares

Dion Global Investment Shares Trust 41,11,842 12.76 41,11,842 12.76

RHC Holding Private Limited 76,59,008 23.77 76,59,008 23.77

Logos Holding Company Private Limited 19,77,618 6.14 19,77,618 6.14

Tech Mahindra Limited 51,47,058 15.97 51,47,058 15.97

Oscar Investments Limited 22,36,596 6.94 17,79,960 5.52

b. Preference Shares

IL & FS Trust Company Limited NIL NIL 1,00,00,000 100

Oscar Investments Limited 1,00,00,000 100 NIL NIL

2.3 The particulars of shares reserved for issue under options are as under:

The Shareholders of the Company had approved the Dion Global Employee Stock Option Scheme – 2011 (“Scheme”)on March 18, 2011.

Details of Stock Options granted under the Scheme are as under:Grant Date Number of Stock Exercise Price Method of Option Estimated Vesting

Options granted Valuation Fair Value Period

March 23, 2011 23,15,291 ` 45 Black Sholes Option ` 20.64 33% on expiry of 12Pricing Method Months from Grant Date

` 22.47 33% on expiry of 24 Monthsfrom Grant Date


July 15, 2011 21,51,539 ` 46 Black Sholes Option ` 20.68 33% on expiry of 12 MonthsPricing Method from Grant Date



Every two options entitle the holder to exercise the right to apply for and seek allotment of one equity share of ` 10/-each.

Particulars of options granted and lapsed under the scheme are as below:Options Outstanding as at the start of the year 1,39,281Options granted during the year –Options exercised during the year –Options cancelled during the year 1,39,281Options outstanding as at the year end –

59

Term Loan is secured by first paripassu charge on all present & futurecurrent & movable fixed assets ofthe Company at the rate of Interestof 12.50% p.a. whose repayment isin 6 equal semi-annual instalmentsafter a moratorium of 1 year.

Term Loan is secured by first paripassu charge on all present & futurecurrent & movable fixed assets ofthe Company at the rate of Interestof 11.75% p.a. whose repayment isin 12 quarterly equal instalmentsafter a moratorium of 1 year.

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

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

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

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

3 Reserves and Surplus

As at As atParticulars 31 March, 2015 31 March, 2014

` `

Capital ReservesOpening Balance 75,00,000 75,00,000

----------------------------------------------- -----------------------------------------------Closing Balance 75,00,000 75,00,000

================================ ===============================Securities Premium AccountOpening Balance 2,18,47,90,864 2,18,47,90,864

----------------------------------------------- -----------------------------------------------Closing Balance 2,18,47,90,864 2,18,47,90,864

Surplus in Statement of Profit and LossOpening balance (2,85,68,088) (1,39,43,303)Add: Net Profit/(Net Loss) for the current year (12,33,03,789) (1,46,24,785)Less: Additional Depreciation on Fixed Assets (refer note 38) (21,81,010) -

----------------------------------------------- -----------------------------------------------Closing Balance (15,40,52,887) (2,85,68,088)

----------------------------------------------- ----------------------------------------------- Total 2,03,82,37,977 2,16,37,22,776

================================ ===============================

4 Long Term Borrowings - Secured


` `

Long term maturities of Term Loan from Banks 45,83,33,333 87,50,00,000

Total 45,83,33,333 87,50,00,000

4.1 The requisite particulars in respect of borrowings are as under:

Particulars As at As at Particulars of security/guarantees/31 March, 2015 31 March, 2014 terms of repayment/default

` `

Term Loan from Indusind Bank Ltd.Balance Outstanding 66,66,66,667 1,00,00,00,000Current Maturity 33,33,33,333 33,33,33,333Non - current amount 33,33,33,333 66,66,66,667

Term Loan from YES Bank Ltd.Balance outstanding 20,83,33,333 25,00,00,000Current Maturity 8,33,33,333 4,16,66,667Non - current amount 12,50,00,000 20,83,33,333

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5 Other Long Term Liabilities


` `

Security Deposit 8,81,808 8,16,766

Income Received in Advance - 46,032

Total 8,81,808 8,62,798

6 Long Term Provisions


` `

Provision for employee benefits (Refer Note 35)

Gratuity 1,43,19,812 1,20,42,698

Leave Encashment 22,92,929 20,37,886

Total 1,66,12,741 1,40,80,584

7 Short Term Borrowings


Secured Unsecured Secured Unsecured

Loans from related parties - 37,62,00,000 – –

Loan from Banks 19,43,58,927 - 5,00,00,000 –

Total 19,43,58,927 37,62,00,000 5,00,00,000 –

Grand Total 57,05,58,927 5,00,00,000



` `

Secured Borrowings

Loans from Banks

- Yes Bank 18,00,00,000 5,00,00,000 Working Capital Demand Loan securedby hypothecation of all presentand future current & movable fixedassets of the Company at the rate ofInterest of 13.50% to 15% p.a.,repayment at the end of tenor.

-Overdraft with Bank 1,43,58,927 - This is utilization as an open account(overdraft facility) with Yes Bank forworking capital purposes. Currentinterest rate is 14.25% p.a.

Unsecured Borrowings

Loans from related parties

- Loan from Oscar Investments Ltd. 92,00,000 – Loan Repayable on Demand atthe rate of Interest of 11% to 14.50% p.a.

- Loan from RHC Holding Private Ltd. 36,70,00,000 – Loan Repayable on Demand atthe rate of Interest of 12% to 14.50% p.a.

Total unsecured loans andadvances from related parties 37,62,00,000 –

61

8 Trade Payables


` `

Dues of MSME parties (Refer Note 8.1 below) – –

Dues of other than MSME parties 10,11,571 2,00,583

Total 10,11,571 2,00,583

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

9 Other Current Liabilities


` `

Current maturities of long-term debt 41,66,66,667 37,50,00,000

Interest accrued but not due on borrowings 63,01,719 –

Income received in advance 1,11,80,580 1,06,80,145

Other payables

- Creditors 49,00,138 58,80,583

- Other Liabilities 3,02,97,500 1,93,53,165

Total 46,93,46,604 41,09,13,893

10 Short Term Provisions


` `

Provision for employee benefits (Refer Note 35)

Gratuity 15,91,090 13,38,078

Leave Encashment 7,64,310 6,79,296

Total 23,55,400 20,17,374

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63

13 Intangible Assets under Development


` `

Software

Opening Balance 36,32,343 52,20,113

Add : Additions during the year 55,04,793 37,30,351

Gross Intangibles 91,37,136 89,50,464

Less: Capitalized during the year 12,42,341 53,18,121

Total 78,94,795 36,32,343

14 Non Current InvestmentsParticulars Face As at 31 March 2015 As at 31 March 2014

Value Number Amount (`) Number Amount (`)

Other than Trade Investments (at cost)

Quoted Investment, Fully paid up

Investment in Equity Instruments

Cholamandalam DBS Finance Limited `10 5 702 5 702

Daewoo Motors India Limited `10 25 34 25 34

Eskay Knit (India) Limited `1 1,500 92 1,500 92

Glenmark Pharma Limited `1 41 6,362 41 6,362

India Bulls Real Estate Limited `2 5 - 5 -

Indian Sucrose Limited `10 3,500 14,350 3,500 14,350

J F Laboratories Limited `10 100 160 100 160

Kotak Mahindra Bank `5 10 759 10 759

LML Limited `10 11,165 2,62,378 11,165 2,62,378

Lupin Limited `2 40 4,680 40 4,680

Media Video Limited `10 100 485 100 485

Mefcom Agro Limited `10 100 1,603 100 1,603

Omega Interactive Techn. Limited `10 100 155 100 155

Reliance Industries Limited `10 20,212 40,97,946 20,212 40,97,946

Royal Airways Limited `10 300 705 300 705

Tata Finance Limited `10 100 1,410 100 1,410

Wockhardt Limited `5 400 1,40,320 400 1,40,320

ZEE Entertainment `1 15,090 4,71,562 15,090 4,71,562

Healthfore Technologies Limited `10 50,000 5,00,000 50,000 5,00,000

55,03,703 55,03,703

Unquoted Investment, Fully paid up

(a) Investment in Equity instruments of

- Subsidiaries

Regius Overseas Holding Co. Ltd. AUD 1 2,17,02,801 1,20,17,83,634 2,17,02,801 1,03,83,50,061USD 1 27,10,000

Oliverays Innovations Limited `10 50,000 3 50,000 3

1,20,17,83,637 1,03,83,50,064

-Other bodies

Shree Vaishnavi Dyeing Limited `10 4,20,000 2,20,000 4,20,000 2,20,000

Inter-Connected Stock Exchange of India Limited `1 12,43,280 1,55,41,000 12,43,280 1,55,41,000

Cochin Stock Exchange Limited `10 9,865 493,250 9,865 4,93,250

1,62,54,250 1,62,54,250

www.dionglobal.com

14 Non Current Investments (Contd.)

Particulars Face As at 31 March 2015 As at 31 March 2014


(b) Investments in preference shares of

- Subsidiaries

Regius Overseas Holding Co. Ltd. AUD 1 1,85,73,805 79,84,00,557 1,85,73,805 79,84,00,557

(c) Interest in Beneficiary Trust

Dion Global Investment Shares Trust `10 41,11,842 49,60,08,315 41,11,842 49,60,08,315(Refer note on other disclosures in Note 2.4)

Total 2,51,79,50,462 2,35,45,16,889

Less : Provision for dimunition in the value of Investments

Unquoted:

– In Shree Vaishnavi Dyeing Limited (2,20,000) (2,20,000)

Quoted:

– Cholamandalam DBS Finance Limited (702) (702)

– Daewoo Motors India Limited (34) (34)

– Eskay Knit (India) Limited (92) (92)

– Glenmark Pharma Limited (6,362) (6,362)

– Indian Sucrose Limited (14,350) (14,350)

– J F Laboratories Limited (160) (160)

– Kotak Mahindra Bank (759) (759)

– LML Limited (2,62,378) (2,62,378)

– Lupin Limited (4,680) (4,680)

– Media Video Limited (485) (485)

– Mefcom Agro Limited (1,603) (1,603)

– Omega Interactive Techn. Ltd. (155) (155)

– Reliance Industries Limited (40,97,946) (40,97,946)

– Royal Airways Limited (705) (705)

– Tata Finance Limited (1,410) (1,410)

– Wockhardt Limited (1,40,320) (1,40,320)

– ZEE Entertainment (4,71,562) (4,71,562)

(52,23,703) (52,23,703)

Total 2,51,27,26,759 2,34,92,93,186


` `

Aggregate amount of :

- Quoted Investments 55,03,703 55,03,703

- Unquoted Investments 2,51,24,46,759 2,34,90,13,186

- Provision for diminution in value of investment 52,23,703 52,23,703

Market Value of Quoted Investments (Provided for) 2,28,54,244 2,32,42,394

Market Value of Quoted Investments(Not Provided for) 16,22,500 12,57,500

65

15 Long Term Loans and AdvancesAs at As at

Particulars 31 March, 2015 31 March, 2014

` `

Security Deposits

Unsecured, considered good

From Related parties – –

From Non-Related parties 92,26,545 41,28,660

92,26,545 41,28,660

Other loans and advances


Prepaid Expenses 3,87,56,576 6,07,19,289

Advance Payment of Income Taxes(Net of Provisions ` NIL) 10,48,34,405 12,57,20,294

Balances with Service Tax Authorities 50,00,000 50,00,000

Value Added Tax Recoverable 13,28,486 13,28,486

Central Sales Tax Recoverable 34,02,256 35,59,375

Excise Duty Recoverable – 1,14,699

15,33,21,723 19,64,42,143

Total 16,25,48,268 20,05,70,803

16 Other Non Current AssetsAs at As at


` `

Other Bank balances (Refer note 19.1)

– Fixed Deposit Account 71,37,625 70,45,812

– Debt Service Reserve Account 3,06,25,000 3,06,25,000

Total 3,77,62,625 3,76,70,812

17 Current Investments


` `

Unquoted Investment (at Cost)

Investment in Taurus Liquid Mutual Funds – 1,50,00,000

Total – 1,50,00,000

18 Trade ReceivablesAs at As at


` `

Trade receivables outstanding for a period less thansix months from the date they are due for payment

Unsecured, considered good 7,84,50,364 14,85,94,012

Unsecured, considered doubtful – –

Less: Provision for doubtful debts – –

7,84,50,364 14,85,94,012

Trade receivables outstanding for a period exceedingsix months from the date they are due for payment

Unsecured, considered good 41,62,473 8,77,81,596

Unsecured, considered doubtful 45,03,198 28,25,460

Less: Provision for doubtful debts (45,03,198) (28,25,460)

41,62,473 8,77,81,596

Total 8,26,12,837 23,63,75,608

www.dionglobal.com

19 Cash and Bank Balances


` `

Cash and Cash EquivalentsCash in hand 15,144 15,926Balances with banks in :- Current Account 8,74,486 8,35,75,621

8,89,630 8,35,91,547Other Bank Balances- Fixed Deposits (see note 19.1) 25,93,00,000 26,81,17,500Total 26,01,89,630 35,17,09,047

19.1 Particulars of Fixed Deposits (FDR)

As at 31 March 2015 As at 31 March 2014

Total *Kept as Free from Total *Kept as Free fromSecurities any Lien Securities any Lien

FDR Balances with Bank

- Upto 12 months maturity fromdate of aquisition 25,93,00,000 25,93,00,000 – 26,81,17,500 26,81,17,500 –

Shown as Current Assets 25,93,00,000 25,93,00,000 – 26,81,17,500 26,81,17,500 –

- Maturity more than 12 monthsbut after one year from 12 monthsfrom the reporting date 71,37,625 71,37,625 – 70,45,812 70,45,812 –

- Debt Service Reserve Account 3,06,25,000 3,06,25,000 – 3,06,25,000 3,06,25,000 –maintained through out the loantenor of 4 years from Indusind Bank Ltd.

Shown as Non Current Assets 3,77,62,625 3,77,62,625 – 3,76,70,812 3,76,70,812 –

Total 29,70,62,625 29,70,62,625 – 30,57,88,312 30,57,88,312 –

* Detail of FDR kept as Securities


` `

FDR Pledged with Statutory Departments - Non current 71,37,625 70,45,812Debt Service Reserve account - Non current 3,06,25,000 3,06,25,000FDR against Bank guarantees - Current 25,93,00,000 26,81,17,500Total 29,70,62,625 30,57,88,312

20 Short Term Loans and Advances


` `

Loans and advances to related partiesUnsecured, considered goodInter Company Deposits including Interest thereon 74,66,99,834 62,32,91,651Other Advances 7,75,39,861 3,13,91,778

82,42,39,695 65,46,83,428Other loans and advancesUnsecured, considered goodPrepaid Expenses 4,20,77,881 3,39,93,174Balances with Service Tax Authorities 64,42,172 37,66,165Staff Loans / Advances 44,05,085 1,88,422Other Advances 17,56,851 6,62,267Unsecured, considered goodSecurity Deposits from Related parties - 69,30,000

5,46,81,989 4,55,40,028

Grand Total 87,89,21,684 70,02,23,457

Particulars

67

21 Other Current Assets


` `

Interest Accrued on Fixed Deposits 51,84,060 48,65,737

Income Accrued on Mutual Fund Investments - 10,37,603

Total 51,84,060 59,03,340

22 Contingent Liabilities


` `

(a) Guarantees

- Bank Guarantees given by the bankers on behalf of the 25,93,00,000 26,81,17,500Company in form of letter of credit for facilitating workingcapital to its subsidiary companies (Refer note 19.1 above)

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

- Disputed Income Tax Demands not provided for 85,49,577 89,16,957

- Disputed Service Tax Demands not provided for 4,81,61,659 4,81,61,659

- Disputed VAT/ CST Demands not provided for 89,96,633 89,96,633

- Other contingent liabilities with respect to litigations 17,75,000 17,75,000

32,67,82,869 33,59,67,749

Details of Contingent Liabilities

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

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

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

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

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

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

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

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

www.dionglobal.com

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

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

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

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

7 Deal Depot Equities (DDE), has filed a summary suit in the High Court of Bombay (Original Civil Jurisdiction)(summary suit no. 612 of 2010) against Religare Technova Global Solutions Limited (RTGSL), which subsequentlygot merged with the Company. DDE has alleged that in pursuant to purchase order of software namely “TradeAnywhere” to RTGSL, the same was followed by part payment of sum of ` 6,75,000/-. RTGSL did not install andactivate the same. DDE has prayed for refund of advance sum paid of ` 6,75,000/- along with interest at therate 6% . The Hon’ble High Court has transferred the matter to City Civil Court at Mumbai and the matter iscurrently pending.

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

23 Revenue from Operations

For the year For the yearended ended


` `

Sale of Products

License Fees and Annual Maintenance 5,65,62,470 5,51,68,301

Sale of Services

Software Development 25,45,82,055 31,11,38,986

Subscription / Data Content Feed 4,04,04,458 3,66,42,169

Total 35,15,48,984 40,29,49,456

24 Other Income



` `

Interest Income 12,03,87,027 12,41,54,935

Profit on Sale of Fixed Assets - 46,403

Net gain / loss on sale of current investments

Profit from Sale/Purchase of investments 1,30,610 18,23,123

Other Non Operating Income (net of expenses)

Bad Debts Recovered 6,00,000 4,90,000

Miscellenous Income 1,30,888 15,97,856

Balances Written Back - 5,06,557

Bank Guarantee Commission from Subsidiaries 1,47,39,450 5,14,23,794

Interest on Income Tax Refund 71,19,530 3,78,684

Total 14,31,07,505 18,04,21,352

69

25 Employee Benefit Expenses



` `

Salaries and Wages 25,18,47,179 23,56,60,738

Contribution to Provident and Other Funds 1,57,46,807 1,37,22,378

Staff Welfare Expenses 1,01,87,203 1,02,09,975

Training and Recruitment Expenses 18,57,829 26,06,130

Total 27,96,39,018 26,21,99,221

26 Finance Costs



` `

Interest Expense

Interest - Corporate Loans 1,70,42,396 3,41,07,408

Interest - Others 14,44,06,687 16,33,51,281

Other Borrowing Costs 4,31,44,303 2,48,97,869

Total 20,45,93,386 22,23,56,558

27 Depreciation and Amortization



` `

Depreciation 55,36,232 66,22,496

Amortization 90,70,475 1,24,88,318

Total 1,46,06,707 1,91,10,814

28 Other Expenses



` `

Rent 2,51,87,933 3,16,38,598

Repairs & Maintenance 85,61,387 40,88,512

Insurance 1,42,486 1,12,274

Rates and Taxes, excluding taxes on income 2,03,158 1,10,416

Advertisement and Sales Promotion 36,38,303 20,94,589

Provision for Doubtful Debts & Bad Debts 33,18,670 37,94,095

Balances Written off 8,49,620 -

Legal and Professional Charges 62,51,126 68,73,767

Membership, Subscription and Empanelment Fees 1,58,04,786 1,72,94,152

Travelling and Conveyance 1,17,78,537 59,72,786

Electricity and Water Expenses 41,93,962 56,87,316

Postage and Telephones 65,26,306 60,08,949

Printing and Stationery 11,57,350 8,28,539

Loss on sale/Write off of Fixed Assets 15,681 -

Exchange Fluctuation (Net) 2,57,33,698 43,93,010

www.dionglobal.com

28 Other Expenses (Contd.)



` `

Donation and Charity - 21,624

Bank Charges 1,63,350 13,23,930

Database Management and Software Expenses 23,30,701 22,15,485

Miscellaneous Expenses 3,62,496 4,72,714

Other Operating Expenses 23,61,898 8,68,774

Payment to Auditors (refer note 28.1) 5,39,720 5,29,470

Total 11,91,21,167 9,43,29,000

28.1 Payment to Auditors*



` `

As Auditor:

Statutory Audit Fees 2,75,000 2,75,000

Tax Audit Fees 75,000 75,000

In Other Capacity :

Other Services 1,30,000 1,10,000

Reimbursement of Expenses 59,720 69,470

Total 5,39,720 5,29,470

* Excluding Service Tax

29 Earnings per Equity Share



` `

Net Profit/ (Loss) after tax (12,33,03,789) (1,46,24,785)

Less: Dividend on Cumulative Preference Shares (10,00,000) (10,00,000)

Less: Provision for Dividend Distribution Tax on Cumulative (1,62,225) (1,62,225)Preference Shares

Profit/(Loss) available for Equity Shareholders (12,44,66,014) (1,57,87,010)

Weighted average number of equity share

For Basic EPS (No.) 3,22,27,406 3,22,27,406

For Diluted EPS (No.) 3,22,27,406 3,23,66,687

Nominal Value of shares (Rs.) 10 10

Earning per share

Basic (3.86) (0.49)

Diluted (3.86) (0.49)

30 Transfer from / to Provisions (Refer note 18 above)



` `

Transfer to Provisions

Provision for Bad and Doubtful Debts 45,03,198 28,25,460

Total 45,03,198 28,25,460

71

31 Expenditure in Foreign Currency on account of:For the year For the year

ended endedParticulars 31 March, 2015 31 March, 2014

` `

Travelling Expenses 45,58,740 11,11,997

Other Matters 62,10,944 62,01,195

Total 1,07,69,684 73,13,191

32 Earning in Foreign Exchange from:For the year For the year


` `


Miscellaneous Income 1,47,39,450 5,14,23,793

Total 24,84,51,710 25,67,19,368

33 Interest Rate Swap

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

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

34 Derivative contracts outstanding as on March 31, 2015Particulars As at 31 March 2015 As at 31 March 2014

USD ` USD `

Currency and Interest Swap 52,50,998 33,33,33,333 - -

(Hedging of Floating Interest rates) 52,51,825 33,33,33,333 - -

1,05,02,823 66,66,66,667

34.1 Exchange Gain/(Loss) on Derivative contracts outstanding as on March 31, 2015



` `

Realized Exchange Gain on repayment of principal outstanding of swap 25,86,319 -

Unrealized Exchange loss on mark to market value of derivatives (24,01,851) -

Total 1,84,468 -

35 Disclosures relating to Actuarial Valuation of Gratuity & Leave Encashment Liability: (Amount in `)

Particulars Gratuity Leave Encashment

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

I Assumptions as at 31st March, 2015

Mortality Indian Assured LIC (1994-96) Indian Assured LIC (1994-96)Lives Mortality Ultimate Lives Mortality Ultimate

(2006-08) (2006-08)Ultimate Ultimate

Discount Rate 8% p.a. 8% p.a. 8% p.a. 8% p.a.

Expected Rate of return on plan assets N.A. N.A. N.A. N.A.

Expected Average Remaining Service 23 24 23 30

II Changes in present value of obligations

Present Value of Obligation at April 1, 2014 1,33,80,776 1,12,92,366 27,17,182 20,16,578

Interest Cost 11,66,089 9,73,124 2,40,657 1,76,051

Current Service Cost 35,39,889 32,75,643 20,79,541 17,68,907

Liabilities assumed on transferred employees - - - -

Benefits Paid 22,33,235 24,18,263 7,22,601 6,68,156

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35 Disclosures relating to Actuarial Valuation of Gratuity Leave & Encashment Liability: (Contd.)(Amount in `)


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

Actuarial Gain /(Loss) on Obligation (57,383) (2,57,906) 12,57,540 5,76,198

Present Value of Obligation at March 31, 2015 1,59,10,902 1,33,80,776 30,57,239 27,17,182

III Changes in Fair Value of Plan Assets

Fair Value of Plan Assets at April 1, 2014 N.A. N.A. N.A. N.A.

Expected Return of Plan Assets - - - -

Benefits paid - - - -

Actuarial Gain / (Loss) on Plan Assets - - - -

Fair Value of Plan Assets at March 31, 2015 N.A. N.A. N.A. N.A.

IV Amounts to be recognized in the Balance Sheet


Fair Value of Plan Assets at March 31, 2015 - - - -

Amount recd/receivable on transfer of employees - - - -

Un-funded Liability at March 31,2015 1,59,10,902 1,33,80,776 30,57,239 27,17,182

Un recognized Actuarial Gain /(Loss) - - - -

Net (Asset)/Liability recognized in the Balance Sheet 1,59,10,902 1,33,80,776 30,57,239 27,17,182

V Expense recognized in the statement of Profit and Loss

Interest Cost 11,66,089 9,73,124 2,40,657 1,76,051


Expected Return on Plan Assets - - - -

Net Actuarial Gain /(Loss) recognized for the period (57,383) (2,57,906) 12,57,540 5,76,198

Expense recognized in the statement of Profit and Loss A/c 47,63,361 45,06,673 10,62,658 13,68,760

VI Bifurcation of Present Value of Obligation as atMarch 31, 2015 as per Revised Schedule VI of theCompanies Act, 1956

Current Liability 15,91,090 13,38,078 7,64,310 6,79,296

Non Current Liability 1,43,19,812 1,20,42,698 22,92,929 20,37,886

Total of Present Value of Obligation as at March 31, 2015 1,59,10,902 1,33,80,776 30,57,239 27,17,182

36 Segment Reporting:

Primary Segment – Business Segments:

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

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

73

i) Information about Primary Business Segments (Amount in `)Particulars Software product/Services Investment in Subsidiaries Unallocated Total

2014-2015 2013-2014 2014-2015 2013-2014 2014-2015 2013-2014 2014-2015 2013-2014

(i) Segment Revenue

External Revenue 35,87,99,401 40,55,15,632 6,54,10,587 15,14,59,250 7,04,46,500 2,63,95,926 49,46,56,489 58,33,70,809

Inter-Segmental Revenue - - - - - -

Total Revenue 35,87,99,401 40,55,15,632 6,54,10,587 15,14,59,250 7,04,46,500 2,63,95,926 49,46,56,489 58,33,70,809

(ii) Segment Results

Total Segment Results (5,45,61,817) 3,00,97,641 (13,91,82,800) (7,08,97,307) - - (19,37,44,617) (4,07,99,666)

Unallocated Revenue (net) - - - - 7,04,40,826 2,61,74,882 7,04,40,826 2,61,74,882

Unallocated Interest expenses - - - - - - - -

Income Taxes ( Current and Deferred Tax) - - - - - - - -

Profit after tax (5,45,61,817) 3,00,97,641 (13,91,82,800) (7,08,97,307) 7,04,40,826 2,61,74,882 (12,33,03,790) (1,46,24,784)

(iii) Segment Assets 40,14,52,384 64,68,41,391 2,49,86,47,995 2,32,54,71,924 - - 2,90,01,00,379 2,97,23,13,315

Unallocated Corporate Assets - - - 1,07,95,12,042 96,67,58,752 1,07,95,12,042 96,67,58,752

Total Assets 40,14,52,384 64,68,41,391 2,49,86,47,995 2,32,54,71,924 1,07,95,12,042 96,67,58,752 3,97,96,12,421 3,93,90,72,068

(iv) Segment Liabilities 24,72,39,738 52,80,75,232 1,27,18,60,646 82,50,00,000 - , - 1,51,91,00,384 1,35,30,75,232

Unallocated Corporate Liabilities - - - - - - -

Total Liabilities 24,72,39,738 52,80,75,232 1,27,18,60,646 82,50,00,000 - - 1,51,91,00,384 1,35,30,75,232

(v) Capital Expenditure 98,87,009 1,03,87,949 - - - - 98,87,009 1,03,87,949

Unallocated Capital expenditure - - - - - - -

Total Capital expenditure 98,87,009 1,03,87,949 - - - - 98,87,009 1,03,87,949

(vi) Depreciation / Amortisation 1,46,06,707 1,91,10,814 - - - - 1,46,06,707 1,91,10,814

Unallocated Depreciation amount - - - - - - -

Total Depreciation 1,46,06,707 1,91,10,814 - - - - 1,46,06,707 1,91,10,814

(vii) Non Cash Expenditure other thanDepreciation 31,07,950 29,38,334 - - - - 31,07,950 29,38,334

Unallocated Non cash expenditure - - - - - - -

Total Non cash expenditure 31,07,950 29,38,334 - - - - 31,07,950 29,38,334

The Company is in the business of Software Products and Services and has no operations in Financial Businesssegment. Hence the disclosure of the segment information under Financial Business has been discontinued fromthe FY 2014-15. The previous quarter/year figures have been rearranged/regrouped/re-classified wherever necessaryfor disclosure under this segment.

ii) Secondary Segment – Geographical Segments

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

Particulars 2014-2015 2013-2014

` `

Segment Revenue:

Within India 24,62,04,779 32,66,51,440

Outside India 24,84,51,710 25,67,19,368

Total 49,46,56,489 58,33,70,808

Segment Assets:

Within India 3,97,96,12,421 3,93,90,72,068

Outside India Nil Nil

Total 3,97,96,12,421 3,93,90,72,068

Cost incurred for acquiring segment assets:

Within India 98,87,009 1,03,87,949

Outside India Nil Nil

Total 98,87,009 1,03,87,949

www.dionglobal.com

37 RELATED PARTY:

Nature of Relationship Name of the Party

i) Subsidiary Companies 1 OliveRays Innovations Ltd.2 Regius Overseas Holding Co. Ltd.

ii) Step Down Subsidiaries 1 Dion Global Solutions Pty. Ltd.

2 Dion Global Solutions (Australia) Pty Ltd.

3 Dion Global Solutions (Developments) Pty Ltd.

4 Dion Global Solutions (Asia Pacific) Pty Ltd.

5 Dion Global Solutions (NZ) Ltd.

6 Dion Global Solutions (HK) Ltd.

7 Dion Global Solutions (UK) Ltd.

8 Dion Global Solutions (MY) Sdn. Bhd.

9 Dion Global Solutions (Singapore) Pte. Ltd

10 Dion Global Solutions Vietnam Company Ltd.

11 Dion Global Solutions Inc.

12 Indigo (London) Holdings Ltd.

13 Indigo (London) Limited

14 Investmaster Holdings Limited

15 Dion Global Solutions (London) Limited

16 Adminsource (UK) Limited

17 Consort Information Systems Limited

18 Consort Securities Systems Limited

19 Dion Global Solutions (Canada) Ltd.

20 Dion Global Solutions Gmbh

iii) Associate Companies 1 AEOIU Ltd.

2 Chase Cooper Ltd

3 DBS Financial Systems Ltd

iv) Individuals owning, directly or indirectly 1 Mr. Malvinder Mohan Singhinterest in voting power that gives them 2 Mr. Shivinder Mohan Singhcontrol.

v) Key management personnel 1 Mr. Ralph James Horne

vi) Enterprises over which any person described 1 Aegon Religare Life Insurance Company Limited

in (iii) or (iv) is able to exercise significant influ 2 Finserve Shared Services Limited

-ence with whom transactions have taken 3 Fortis Healthcare Limited

place 4 Healthfore Technologies Limited

5 Ligare Travels Limited

6 Oliverays Innovations Ltd.

7 Oscar Investments Ltd.

8 REL Infrafacilities Limited

9 Religare Capital Markets Ltd

10 Religare Commodities Ltd.

11 Religare Enterprises Ltd.

12 Religare Finvest Limited

13 Religare Health Insurance Company Ltd

14 Religare Invesco Asset Management Company Pvt. Ltd.

15 Religare Securities Limited

16 Religare Wealth Management Limited

17 Religare Credit Advisors LLP

18 RHC Holding Private Limited

19 RHC IT Solutions Private Limited

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www.dionglobal.com

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79

38 Consequent to application of Part C of schedule II of the Companies Act 2013, the management based on aninternal assessment and evaluation, has revised remaining useful life of certain assets. The carrying amount as on April1, 2014 is depreciated over the revised remaining useful life. As a result of these changes, the depreciation charge forthe year ended March 31, 2015 is lower by ` 0.32 lacs and the effect relating to the period prior to April 1, 2014 is acharge of ` 21.81 lacs which has been shown as reduction from Opening retained earnings (refer note 3).

39 OTHER NOTES

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

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

c. Operating Leases

Particulars 2014-15 2013-14

` `

Rent [Including minimum lease payments: Nil (2014: Nil)] 2,51,87,933 3,16,38,598

The Company has entered into operating lease arrangements foroffice and residential premises. The lease periods range from 12 monthsto 5 years with options of renewal for further periods with increased rent.The operating leases are cancelable by the lessor or lessee with a noticeperiod of up to 3 months.

d. Disclosure pursuant to clause 32 of the listing agreements: (Amount in `)

Particulars Amount as on Maximum amountoutstanding

during the year

31 March, 2015 31 March, 2014 2014-15 2013-14

Loans and advances in the nature ofloan to subsidiary

Regius Overseas Holding Co Ltd. 14,74,01,950 16,80,94,849 17,16,35,777 17,75,77,615

40 PREVIOUS YEAR FIGURES

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

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





www.dionglobal.com

Independent Auditor’s ReportTO THE MEMBERS OF DION GLOBAL SOLUTIONS LIMITED

Report on the Consolidated Financial StatementsWe have audited the accompanying ConsolidatedFinancial Statements of Dion Global Solutions Limited(hereinafter referred to as “the Holding Company”) andits subsidiaries (the Holding Company and its subsidiariestogether referred to as “the Group”) comprising of theConsolidated Balance Sheet as at March 31, 2015, theConsolidated Statement of Profit and Loss, theConsolidated Cash Flow Statement for the year thenended, and a summary of the significant accountingpolicies and other explanatory information (hereinafterreferred to as “the Consolidated Financial Statements”).

Management’s Responsibility for the Consolidated FinancialStatementsThe Holding Company’s Board of Directors is responsiblefor the preparation of these Consolidated FinancialStatements in terms of the requirements of the CompaniesAct, 2013 (hereinafter referred to as “the Act”) that give atrue and fair view of the consolidated financial position,consolidated financial performance and consolidatedcash flows of the Group including its Associates inaccordance with the accounting principles generallyaccepted in India, including the Accounting Standardsspecified under Section 133 of the Act, read with Rule 7 ofthe Companies (Accounts) Rules, 2014. The respectiveBoard of Directors of the companies included in the Groupare responsible for maintenance of adequate accountingrecords in accordance with the provisions of the Act, forsafeguarding the assets of the Group and for preventingand detecting frauds and other irregularities; the selectionand application of appropriate accounting policies;making judgments and estimates that are reasonable andprudent; and the design, implementation andmaintenance of adequate internal financial controls, thatwere operating effectively for ensuring the accuracy andcompleteness of the accounting records, relevant to thepreparation and presentation of the financial statementsthat give a true and fair view and are free from materialmisstatement, whether due to fraud or error, which havebeen used for the purpose of preparation of theConsolidated Financial Statements by the Board ofDirectors of the Holding Company, as aforesaid.

Auditor’s ResponsibilityOur responsibility is to express an opinion on theseConsolidated Financial Statements based on our audit.While conducting the audit, we have taken into accountthe provisions of the Act, the accounting and auditingstandards and matters which are required to be includedin the audit report under the provisions of the Act and theRules made thereunder.

We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act.Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtainreasonable assurance about whether the consolidatedfinancial statements are free from material misstatement.

An audit involves performing procedures to obtainaudit evidence about the amounts and the disclosuresin the Consolidated Financial Statements. The proceduresselected depend on the auditor’s judgment, including theassessment of the risks of material misstatement of theConsolidated Financial Statements, whether due to fraudor error. In making those risk assessments, the auditor

considers internal financial control relevant to the HoldingCompany’s preparation of the Consolidated FinancialStatements that give a true and fair view in order to designaudit procedures that are appropriate in thecircumstances but not for the purpose of expressing anopinion on whether the Holding Company has anadequate internal financial controls system over financialreporting in place and the operating effectiveness of suchcontrols. An audit also includes evaluating theappropriateness of the accounting policies used and thereasonableness of the accounting estimates made by theHolding Company’s Board of Directors, as well asevaluating the overall presentation of the ConsolidatedFinancial Statements.

We believe that the audit evidence obtained by us andthe audit evidence obtained by the other auditors in termsof their reports referred to in sub-paragraph (a) of the OtherMatters paragraph below, is sufficient and appropriate toprovide a basis for our audit opinion on the consolidatedfinancial statements.

OpinionIn our opinion and to the best of our information andaccording to the explanations given to us, the aforesaidconsolidated financial statements give the informationrequired by the Act in the manner so required and give atrue and fair view in conformity with the accountingprinciples generally accepted in India, of the consolidatedstate of affairs of the Group, its associates and jointlycontrolled entities as at March 31, 2015, and theirconsolidated profit/loss and their consolidated cash flowsfor the year ended on that date.

Other Matters(a) We did not audit the financial statements / financial

information of 24 subsidiaries whose financialstatements / financial information reflect total assetsof Rs. 4,68,09,67,629 as at March 31, 2015, totalrevenues of Rs. 2,55,97,35,143 and net cash flowsamounting to Rs. 2,35,50,273 for the year ended onthat date, as considered in the Consolidated FinancialStatements.

These financial statements / financial informationhave been audited by other auditors whose reportshave been furnished to us by the Management andour opinion on the Consolidated Financial Statements,in so far as it relates to the amounts and disclosuresincluded in respect of these subsidiaries, and our reportin terms of sub-sections (3) and (11) of Section 143 ofthe Act, insofar as it relates to the aforesaid subsidiaries,is based solely on the reports of the other auditors.

Our opinion on the consolidated financial statements,and our report on Other Legal and RegulatoryRequirements below, is not modified in respect of theabove matters with respect to our reliance on the workdone and the reports of the other auditors and thefinancial statements / financial information certifiedby the Management.

Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditor’s Report)

Order, 2015 (“the Order”), issued by the CentralGovernment of India in terms of sub-section (11) ofSection 143 of the Act, based on the comments in theauditors’ reports of the Holding company and itssubsidiary companies -incorporated in India, we givein the Annexure a statement on the matters specifiedin paragraphs 3 and 4 of the Order, to the extentapplicable.

81

2. As required by Section143 (3) of the Act, we report, tothe extent applicable, that:

(a) We have sought and obtained all theinformation and explanations which to thebest of our knowledge and belief werenecessary for the purposes of our audit of theaforesaid consolidated financial statements.

(b) In our opinion, proper books of account asrequired by law relating to preparation of theaforesaid consolidated financial statements havebeen kept so far as it appears from ourexamination of those books and the reports ofthe other auditors.

(c) The Consolidated Balance Sheet, theConsolidated Statement of Profit and Loss,and the Consolidated Cash Flow Statementdealt with by this Report are in agreement withthe relevant books of account maintained forthe purpose of preparation of the consolidatedfinancial statements.

(d) In our opinion, the aforesaid consolidatedfinancial statements comply with theAccounting Standards specified under Section133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014.

(e) On the basis of the written representationsreceived from the directors of the HoldingCompany as on 31st March, 2015 taken on recordby the Board of Directors of the Holding Companyand the reports of the statutory auditors of itssubsidiary company -incorporated in India, noneof the directors of the Holding Company andSubsidiary Company incorporated in India is

disqualified as on March 31, 2015 from beingappointed as a Director in terms of Section 164(2) of the Act.

(f) With respect to the other matters to be includedin the Auditor’s Report in accordance with Rule11 of the Companies (Audit and Auditor’s) Rules,2014, in our opinion and to the best of ourinformation and according to the explanationsgiven to us:

i. The Consolidated Financial Statementsdisclose the impact of pending litigations onthe consolidated financial position of theGroup and its associates– Refer Note 24 tothe consolidated financial statements andalso refer below note.

ii. Provision has been made in the consolidatedfinancial statements, as required under theapplicable law or accounting standards, formaterial foreseeable losses, if any, on long-term contracts including derivative contracts– Refer (a) Note 31.2 to the consolidatedfinancial statements in respect of such itemsas it relates to the Group, its associates - and(b) the Group’s share of net profit/loss inrespect of its associates.

For S. S. KOTHARI MEHTA & CO.

Chartered Accountants


Sd/-

(K. K. Tulshan)

Place : New Delhi Partner

Date : May 26, 2015 Membership No. 085033

www.dionglobal.com

Annexure Auditor’s ReportAnnexure referred to in paragraph 1 of ‘Report on OtherLegal and Regulatory Requirements’ of the IndependentAuditor’s Report of even date to the members of DionGlobal Solutions Limited on its Consolidated FinancialStatements as of and for the year ended March 31, 2015.

(i) (a) The Companies has maintained proper recordsshowing full particulars, including quantitativedetails and situation of fixed assets;

(b) The Companies has a process of physicalverification of fixed assets that covers every itemof fixed assets over a period of three years. In ouropinion, this periodicity and manner of physicalverification is reasonable having regard to the sizeof the Companies and the nature of its assets. Nomaterial discrepancies were noticed on suchverification undertaken during the year;

(ii) The Companies does not have any inventory asdefined in Accounting Standard (AS) -2, ‘Valuation ofInventories’. Therefore clauses (ii) (a), (ii) (b) & (ii) (c)of the Order are not applicable to the Companies.

(iii) The Holding Company has granted unsecured loanto its Subsidiary covered in the register maintainedunder Section 189 of the Companies Act, 2013 (“Act”).The maximum amount during the year of such loanand year-end balance is Rs. 17.16 Crores and Rs. 14.74Crores respectively.;

(iv) There is an adequate internal control systemcommensurate with the size of the Companies and

the nature of its business, for the purchase of inventoryand fixed assets and for the sale of goods and services.There is no continuing failure to correct majorweaknesses in the internal control system;

(v) As the Companies has not accepted deposits, thedirectives issued by the Reserve Bank of India and theprovisions of sections 73 to 76 or any other relevantprovisions of the Companies Act and the rules framedthere under, are not applicable;

Vi) As Informed to us, the Companies are an IT and IT-enabled services company. Therefore as per generalcircular no. 67/2011 dated 30th November, 2011 issuedby the Government of India, Ministry to CorporateAffairs, Cost Audit Branch, the Companies are notrequired to maintain cost records under sub- section(I) of Section 148 of the companies Act, 2013.

(vii) (a) The Companies are regular in depositingundisputed statutory dues including providentfund, employees’ state insurance, income-tax,sales-tax, wealth tax, service tax, duty of customs,duty of excise, value added tax, cess and otherstatutory dues with the appropriate authorities.There are no arrears of outstanding statutory duesas at the last day of the financial year concernedfor a period of more than six months from the datethey became payable;

(b) The particulars of dues of income tax or sales taxor wealth tax or service tax or duty of customs orduty of excise or value added tax or cess thathave not been deposited on account of anydispute are as under:

S. Name of the Nature of Dues Amount Period to Forum whereNo Statute (` Lacs) which the the dispute

amount related is pending

1 Karnataka Value Demand of VAT/CST on Online 75.21* 2006-07 Appeals beforeAdded Tax Act, 2003 Information and Data Commercial Taxes

Retrieval Services. 14.75* 2007-08 tribunal (Bangalore)

2 Income Tax Act, 1961 Demand on account of 85.34 2007-08 Appeal before the incomedisallowance of Expenditure Tax Appellate Tribunal,

Mumbai

TDS Demand u/s 201(1)/201(1A) 0.15 2007-08 Appeal filed before0.0015 2008-09 CIT(A)(TDS)

3 Cenvat Credit Disallowance of Cenvat 4.90 2007-08 to Appeal has been allowedCredit taken & utilized on 2010-11 subject to verification by

Rules, 2004 Air travel and catering services. Superintendent ofService Tax

Non - payment of service - tax 354.54 lacs 1 April 2006 Appeal is pendingon management consultancy plus to before CESTAT,service equivalent 15 May 2008 Bangalore

penalty @

Short payment of service tax 122.17 lacs 2008-09 to Appeal beforeon software development 2010-11 commissioner of central

excise (adjudication)

*The full amount is deposited by way of 50% cash and balance 50% is secured by way of bank guarantee.

@ The CESTAT, Bangalore after hearing has allowed stay of demand on deposit of Rs 50.00 lacs that has been depositedby the Company.

83

(c) The amount required to be transferred to investoreducation and protection fund in accordancewith the relevant provisions of the Companies Act,1956 (1 of 1956) and rules made thereunder hasbeen transferred to such fund within time;

(viii) The Companies has been registered for a period ofmore than five years. The Companies hasaccumulated losses at the end of the financial year.The Holding Company and Subsidiary Company hasincurred cash losses in this financial year but holdingcompany has not incurred cash losses in theimmediately preceding financial year howeversubsidiary company has incurred cash losses in theimmediately preceding financial year also.

(ix) The Companies has not defaulted in repayment of duesto a financial institution or bank. The Company hasnot issued any debentures;

(x) The Companies has not given any guarantee for loanstaken by others from bank or financial institutions, theterms and conditions whereof are prejudicial to theinterest of the Company;

(xi) The term loans were applied for the purpose for whichthe loans were obtained;

(xii) According to the information and explanations givento us, no fraud on or by the Companies has beennoticed or reported during the year.

For S.S. KOTHARI MEHTA & COChartered Accountants


Sd/-

(K. K. Tulshan)Partner

Membership No. 085033

Place: New Delhi

Date:May 26, 2015

www.dionglobal.com

Consolidated Balance Sheet as at March 31, 2015As at As at

Particulars Note No. March 31, 2015 March 31, 2014` `

EQUITY AND LIABILITIESShareholders’ funds

Share capital 2 42,22,74,060 42,22,74,060Reserves and surplus 3 1,22,09,94,885 1,48,43,38,314Minority Interest 4 11,46,15,268 13,63,44,654

Non - current liabilitiesLong - term borrowings 5 1,71,51,95,046 87,73,56,786Other long term liabilities 6 5,37,60,079 65,13,187Long - term provisions 7 22,89,18,423 29,79,27,876

Current liabilitiesShort - term borrowings 8 1,38,09,62,096 1,86,32,95,585Trade payables 9 4,42,16,640 1,32,92,427Other current liabilities 10 1,26,64,47,239 97,44,70,983Short - term provisions 11 11,22,65,738 6,95,42,629

----------------------------------------------- -----------------------------------------------TOTAL 6,55,96,49,474 6,14,53,56,500

================================= ==================================ASSETSNon - current assets

Fixed assetsTangible assets 12 4,83,37,330 6,11,93,295Intangible assets 13 1,64,79,682 2,17,73,715Goodwill on Consolidation 13 3,13,35,38,029 3,21,78,93,583Intangible assets under development 14 56,65,91,146 50,18,16,478

Non - current investments 15 51,25,42,565 51,25,42,565Deferred tax assets (net) 16 3,93,17,852 4,17,31,759Long - term loans and advances 17 10,97,79,212 14,40,29,542Other non - current assets 18 5,15,83,599 6,97,57,671

Current assetsCurrent investments 19 - 1,50,00,000Trade receivables 20 80,22,84,720 48,44,01,098Cash and bank balances 21 32,26,78,220 43,77,47,910Short - term loans and advances 22 95,13,33,059 63,15,65,544Other current assets 23 51,84,060 59,03,340

----------------------------------------------- -----------------------------------------------TOTAL 6,55,96,49,474 6,14,53,56,500

================================= ==================================

Summary of significant accounting policies 1

The notes are an integral part of the financial statements.





85

Consolidated Statement of Profit and Loss for the year ended March 31, 2015Year Ended Year Ended

Particulars Note No. March 31, 2015 March 31, 2014` `

Revenue

Revenue from operations 25 2,88,74,72,239 2,22,78,88,759

Other income 26 16,69,19,393 23,88,01,269----------------------------------------------- -----------------------------------------------

Total Revenue 3,05,43,91,632 2,46,66,90,028----------------------------------------------- -----------------------------------------------

Expenses

Employee benefits expenses 27 1,59,50,02,520 1,74,00,88,729

Finance costs 28 32,43,00,738 29,96,96,359

Depreciation and amortization expense 29 15,74,53,374 16,15,25,368

Other expenses 30 95,40,78,385 81,97,22,954----------------------------------------------- -----------------------------------------------

Total Expenses 3,03,08,35,017 3,02,10,33,410----------------------------------------------- -----------------------------------------------

Profit/(Loss) before exceptional Item and tax expense 2,35,56,615 (55,43,43,382)

Exceptional items – ------------------------------------------------ -----------------------------------------------

Profit/(Loss) after exceptional Item and before tax 2,35,56,615 (55,43,43,382)

Tax expense 32 1,12,91,963 1,52,66,786----------------------------------------------- -----------------------------------------------

Profit/(loss) after Tax and Before Minority 1,22,64,652 (56,96,10,168)

Share of Profit/(Loss) transferred to Minority (2,69,43,468) (4,19,94,270)----------------------------------------------- -----------------------------------------------

Profit/(Loss) for the Year 3,92,08,120 (52,76,15,898)----------------------------------------------- -----------------------------------------------

Earnings per equity share

Basic 33 1.18 (16.41)

Diluted 1.18 (16.34)

Summary of significant accounting policies 1

The notes are an integral part of the financial statements.





www.dionglobal.com

(Amount in `)

Particulars March 31, 2015 March 31, 2014

CASH FLOW FROM OPERATING ACTIVITIESNet Profit/(Loss) after exceptional Item and before tax 2,35,56,615 (55,43,43,382)Adjustments for:-Non cash ItemsDepreciation and amorization expense 15,74,53,374 16,15,25,368Provision for Gratuity and Leave Encashment (2,62,86,344) 7,10,77,584Provision for Doubtful Debts and Bad Debts 98,95,325 97,42,742Effect of exchange difference on translation of assets and liabilities (32,20,99,927) 8,42,55,298Increase / (Decrease) in Other Long Term Liabilities 4,72,46,892 56,96,624Increase / (Decrease) in Deferred Tax Assets 24,13,907 (69,56,559)Share of Minority 2,69,43,468 4,19,94,270Profit / (Loss) on Sale of Fixed Assets 66,676 (46,403)-Non trading incomesInterest Income (9,98,67,339) (10,86,07,378)Finance Costs 32,43,00,738 29,96,96,359Income from Mutual Fund (1,30,610) (18,23,123)Operating Profit before working capital changes 14,34,92,774 22,11,401Adjustments for changes in Working Capital:(Increase) / Decrease in Trade Receivables (30,95,13,062) 18,40,05,212(Increase) / Decrease in Loans and Advances (14,37,50,173) (7,60,47,620)Increase / (Decrease) in Current Liabilities (other than Interest Payable) 27,57,32,756 (6,06,02,444)Cash (Used in) / Generated from Operating Activities (3,40,37,705) 4,95,66,550Tax Paid (1,12,91,963) (1,52,66,786)

Net Cash (Used in) / Generated from Operating Activities (A) (4,53,29,668) 3,42,99,764

CASH FLOW FROM INVESTING ACTIVITIESPayment towards capital expenditures (after impact of exchange differences) (12,19,75,491) (69,81,45,029)Proceeds from Sale of fixed Assets 5,320 1,07,887Income from Mutual Fund 11,68,213 7,85,520Loan to Related Parties (6,83,04,396) (40,75,04,234)Increase / (Decrease) of Current Investments 1,50,00,000 (1,50,00,000)(Increase) / Decrease in Fixed Deposits & Other Bank Balances 87,25,687 84,11,39,068Interest Received 2,60,86,399 11,60,49,024

Net Cash (Used in) / Generated from Investing Activities (B) (13,92,94,268) (16,25,67,764)

CASH FLOW FROM FINANCING ACTIVITIESReceipts / (Repayment) of Secured Loans (net) 1,00,34,47,985 (63,24,90,217)Receipts / (Repayment) of Unsecured Loans (net) (60,90,23,126) 1,12,85,05,886Interest Paid (31,60,53,112) (30,80,24,248)

Net Cash from Financing Activities (C) 7,83,71,747 18,79,91,421

Net Increase in cash and cash equivalents (A+B+C) (10,62,52,190) 5,97,23,420

Cash and Cash equivalents as at the beginning of the Year 16,96,30,410 10,99,06,990Cash and Cash equivalents as at the Year Ended 31st March, 2015 6,33,78,220 16,96,30,410Cash and cash equivalents comprise of :--Cash in hand 15,144 15,926-Balance with Banks in Current Account 6,33,63,076 16,96,14,484

Total (Refer Note 21) 6,33,78,220 16,96,30,410

Notes:(1) The above Cash Flow Statement has been prepared under the “Indirect Method” set out in Accounting Standard-3 on Cash Flow

Statement.(2) Figures in the bracket indicate cash outgo/Income.(3) Previous Year’s figures have been regrouped, rearranged and reclassified wherever necessary to conform to the current year’s

classification.


As per our report of even date For and on behalf of the Board of DirectorsSd/- Sd/-

FOR S. S. KOTHARI MEHTA & CO. Ralph James Horne Padam Narain BahlChartered Accountants Global CEO & Managing Director DirectorICAI Registration No.000756N DIN : 03297973 DIN : 01314395



Consolidated Cash Flow Statement for the year ended March 31, 2015

87

1 SIGNIFICANT ACCOUNTING POLICIES

a) BASIS OF ACCOUNTING

The financial statements are prepared under the historical cost convention, on going concern basis and interms of the Accounting Standards as per Companies (Accounting Standard) Rules 2006 and referred to Section129 & 133 of the Companies Act 2013 of India. The Company follows the mercantile system of accounting andrecognizes income and expenditure on accrual basis to the extent measurable and where there is certainty ofultimate realisation in respect of incomes. Accounting policies not specifically referred to otherwise are consistentand in consonance with the generally accepted accounting principles in India.

b) PRINCIPLES OF CONSOLIDATION

A. The consolidated financial statements relate to Dion Global Solutions Limited (‘the Company’), itssubsidiaries and step down subsidiaries (‘the Group’). The consolidated financial statements have beenprepared on the following basis:

i) The financial statements of the Company and its subsidiaries companies are combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses,after as far as possible eliminating intra-group balances and intra-group transactions resulting inunrealized profits or losses in accordance with Accounting Standard 21 - Consolidated FinancialStatements.

ii) The excess of cost of the Company’s investments in the subsidiary company over the available portionof equity on the date of investment is recognized in the consolidated financial statements as Goodwill.The excess of Company’s share in equity and reserves of the subsidiary company over the cost ofacquisition is treated as Capital Reserve.

iii) The share of Minority Interest in the net profit of subsidiaries for the year is identified and adjustedagainst the income of the group to arrive at the net income attributable to the Company.

iv) The share of Minority Interest in net assets of subsidiaries is identified and presented in the consolidatedfinancial statements separate from liabilities and the equity of the Company.

v) The consolidated financial statements are prepared using uniform accounting policies for like transactionsand other events in similar circumstances and are presented to the extent possible, in the manner asthe Company’s separate financial statements. However, in case of depreciation it was not practicableto use uniform accounting policies in case of foreign subsidiaries. Also, refer note 1 (i).

B. Investments other than in subsidiaries have been accounted as per Accounting Standard 13 on “Accountingfor Investments”.

c) USE OF ESTIMATES

The presentation of financial statements requires estimates and assumptions to be made that affect the reportedamount of assets and liabilities on the date of financial statements and the reported amount of revenue andexpenses during the reported period. Difference between the actual results and estimates are recognized inthe period in which results are known / materialized.

d) REVENUE RECOGNITION

i) Revenue from fixed price service contracts is recognized in proportion to the degree of completion ofservice by reference to and based on milestones/acts performed as specified in the contracts and incase of time and material service contracts, it is recognized on the basis of hours completed and materialused.

ii) Revenue from the sale of user licenses for software applications is recognized on transfer of the title.

iii) Subscription revenue from data base products is recognized proportionately over the period of subscription.

iv) Revenue from annual maintenance contracts is recognized proportionately over the period in whichservices are rendered.

v) Revenue from software consultancy and support services is recognized based on proportionate completionmethod as per specific agreements with the customers.

vi) Royalty revenue is recognized as earned on sales of associate products.

vii) Dividend Income is accounted for as income when the right to receive dividend is established.

viii) Interest and other dues are accounted on accrual basis.

ix) Revenue excludes Value added tax/sales tax and service tax.

x) Revenue in excess of billings on service contracts is recorded as unbilled receivables and is included intrade receivable. Billings in excess of revenue that is recognized on service contracts are recorded asdeferred revenue until the above revenue recognition criteria are met and are included in current liabilities.

e) TANGIBLE ASSETS

Tangible assets are stated at cost less accumulated depreciation. Cost includes duties, taxes and other expensesincidental to development / acquisition and installation.

NOTES TO FINANCIAL STATEMENTS

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f) INTANGIBLE ASSETSIntangible assets are recognized only if it is probable that the future economic benefits that are attributable toassets will flow to the enterprise and the cost of the assets can be measured reliably. The intangible assets arerecorded at their acquisition cost. In respect of internally developed software, costs include developmentcosts directly attributable to the design and development of software.Computer software which is not an integral part of the related hardware is classified as an intangible assetand is being amortized over the estimated useful life.

g) IMPAIRMENT OF ASSETSAt each Balance Sheet date, the Company assesses whether there is any indication that an asset may beimpaired. If any such indication exists, the Company estimates the recoverable amount. If the carrying amountof the asset exceeds its recoverable amount, an impairment loss is recognized in the Statement of Profit andLoss to the extent the carrying amount exceeds the recoverable amount. If at the Balance Sheet date there isan indication that if a previously assessed impairment loss no longer exists, the recoverable amount is reassessedand the asset is reflected at the recoverable amount.

h) BORROWING COSTSBorrowing costs incurred for the acquisition of qualifying assets are recognized as part of cost of such assetswhen it is considered probable that they will result in future economic benefits to the Company. Other ancillarycosts incurred in obtaining the borrowings which are not eligible for capitalisation are amortized over thetenure of Borrowings.

i) DEPRECIATION / AMORTIZATIONDepreciation has been provided based on life assigned to each asset in accordance with Schedule II of theCompanies Act, 2013 unless otherwise stated in this note. Depreciation on fixed assets (other than Intangibleassets) is provided based on the following useful life of the assets:-

Class of Assets EstimatedUseful Life

of the assets

Office Equipments 5 years

Vehicles 8 years

Computer Networking and Equipments 6 years

Computer and Peripherals 3 years

Furniture and Fixtures 10 years

Leasehold improvements are amortized over the lease period or 6 years whichever is earlier. In respect ofassets acquired / sold during the year, depreciation is charged on pro-rata basis.

Intangible assets are amortized over a period of three to six years on a straight-line basis, commencing fromthe date the asset is available to the Company for its use.

Consequent to application of Part C of Schedule II of the Companies Act 2013, the management, based onan internal assessment and evaluation, has adopted the useful life prescribed in Schedule II, whereverappropriate. Also, refer note 41.

In case of foreign subsidiaries of the Company all fixed assets (excluding freehold land) are depreciated on astraight line basis over their useful life to the economic entity as estimated by the local management as perapplicable jurisdictions commencing from the time the asset is held ready for use. The Depreciation rates onPlant & Equipment is 25%-33%.

j) FOREIGN CURRENCY TRANSACTIONSForeign currency transactions are recorded at the rate of exchange prevailing on the date of the transaction.At the year end, all the monetary assets and liabilities denominated in foreign currency are restated at theclosing exchange rate. Exchange differences resulting from the settlement of such transactions and from therestatement of such monetary assets and liabilities are recognized in the Statement of Profit and Loss.

k) INVESTMENTSLong-term investments are valued at cost. Cost includes incidental charges incurred towards acquisition ofsuch investments. Provision for diminution, if any, in the value of investments is made to recognize a decline,other than temporary in nature. Current investments are valued at lower of cost and fair value.

l) CASH & CASH EQUIVALENTSCash comprises cash at bank. Cash equivalents are short term, highly liquid investments that are readilyconvertible to known amounts of cash and which are subject to insignificant risk of change in value.

m) STOCK BASED COMPENSATIONThe Stock Options granted by the Company are accounted for as per the accounting treatment prescribedby Securities & Exchange Board of India (Employee Stock Option Scheme and Employee Stock PurchaseScheme) Guidelines, 1999 and the guidance note on Accounting for Stock Options issued by the Institute ofChartered Accountants of India, whereby the intrinsic value of the Options are recognized as deferred employeecompensation. The deferred employee compensation is charged to Statement of Profit and Loss on a straightline basis over the vesting period of Options.

89

n) EMPLOYEE BENEFITSi) Provident fund is a defined contribution scheme and the contributions as required by the statute are

charged to the Statement of Profit and Loss as incurred.

ii) Gratuity liability is a defined obligation and is wholly unfunded. The Company accounts for liability forfuture gratuity benefits based on an actuarial valuation.

iii) The employees of the Company are entitled to compensated absences and leave encashment as perthe policy of the Company, the liability in respect of which is provided, based on an actuarial valuation.

iv) Actuarial gains and losses comprise experience adjustments and the effects of changes in the actuarialassumptions and are recognized immediately in the Statement of Profit and Loss as income or expenses.

v) The undiscounted amount of short term employee benefits expected to be paid in exchange for servicesrendered by an employee is recognized during the period when the employee renders the services.

o) TAXES ON INCOMECurrent tax is determined on the basis of the taxation laws of the respective countries

Deferred tax is recognized on timing/temporary differences for the year and quantified using the tax rates andlaws enacted or substantively enacted as on the Balance Sheet date.

Deferred tax assets are recognized and carried forward to the extent that there is a reasonable certainty thatsufficient future taxable income will be available against which such deferred tax asset can be realized,except for unabsorbed depreciation and carry forward of losses under the tax laws where deferred tax assetsare recognized only to the extent that there is virtual certainty, supported by convincing evidence that sufficientfuture taxable income will be available against which such deferred tax assets can be realized.

p) PROVISIONS AND CONTINGENT LIABILITIESA provision is recognized when the Company has a present obligation as a result of past events, for which it isprobable that an outflow of resources embodying economic benefits will be required to settle the obligationand a reliable estimate of the amount can be made. Provisions are determined based on managementestimate required to settle the obligation at the balance sheet date.Provisions are reviewed regularly and are adjusted where necessary to reflect the current best estimates of theobligation.

Liabilities which are material and whose future outcome cannot be ascertained with reasonable certainty istreated as contingent and to the extent not provided for are disclosed by way of notes to the accounts.

q) ACCOUNTING FOR LEASESAssets acquired under leases where the Company has substantially all the risks and rewards of ownership areclassified as finance lease. Such leases are capitalized at the inception of the lease at lower of the fair valueor the present value of the minimum lease payments and a liability is created for an equivalent amount. Eachlease rental paid is allocated between the liability and the interest cost so as to obtain a constant periodicrate of interest on the outstanding liability for each period.

Assets acquired under leases where a significant portion of the risk and rewards of ownership are retained bythe lessor are classified as operating leases. Lease rentals are charged to the Statement of Profit and Loss onaccrual basis.

r) RESEARCH AND DEVELOPMENTRevenue expenditure on research and development is charged to Statement of Profit and Loss and capitalexpenditure on development is shown as addition to fixed assets

s) TRANSLATION OF OVERSEAS SUBSIDIARIESIn respect of non-integral overseas subsidiaries, income and expenses are translated at average rate for theperiod. Assets and Liabilities, both monetary and non-monetary, are translated at the year-end exchangerates. The difference arising out of translation is included in translation reserve. Any goodwill or capital reservearising on acquisition of non integral operations is translated at closing rate which is tested for impairment onevery Balance Sheet date.

In respect of integral overseas subsidiary, income and expenses are translated at average rate for the period.At the year end, all the monetary assets and liabilities are translated at the closing exchange rate. Exchangedifferences resulting from the translation of such monetary assets and liabilities are recognized in the Statementof Profit and Loss. Non-monetary assets and liabilities are translated at the rate of exchange prevailing on thedate of the transaction.

t) OPERATING CYCLEAll assets and liabilities have been classified as current or non-current as per the Company’s normal operatingcycle and other criteria set out in the Schedule III to the Companies Act,2013. Based on the nature of productsand the time between the acquisition of assets for processing and their realisation in cash and cash equivalents,the Company has ascertained its operating cycle as 12 months for the purpose of current/non currentclassification of assets and liabilities.

u) DERIVATIVE TRANSACTIONSThe Company uses derivative financial instruments such as currency swaps to hedge its risks associated withforeign currency fluctuation relating to the underlying transactions, highly probable forecast transactions andfirm commitments. The derivative contracts outstanding at the Balance Sheet date are marked to market andresulting loss, if any is provided for in the financial statements. Any profit or losses arising on cancellation ofderivative instruments are recognized as income or expense for the period.

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2 Share Capital (Amount in `)


Number Amount Number Amount

AuthorisedEquity Shares of ` 10/- eachOpening 7,00,00,000 70,00,00,000 7,00,00,000 70,00,00,000Addition by creation of new shares - - - -Deductions - - - -

Closing 7,00,00,000 70,00,00,000 7,00,00,000 70,00,00,000Preference shares of ` 10/- eachOpening 1,50,00,000 15,00,00,000 1,50,00,000 15,00,00,000Addition - - - -Deductions - - - -Closing 1,50,00,000 15,00,00,000 1,50,00,000 15,00,00,000

Total 8,50,00,000 85,00,00,000 8,50,00,000 85,00,00,000

Issued, Subscribed and Fully paid upEquity Shares of ` 10/- eachOpening 3,22,27,406 32,22,74,060 3,22,27,406 32,22,74,060Additions by way of fresh allotment in cash - - - -Deductions - - - - Closing (Refer Note 2.1) 3,22,27,406 32,22,74,060 3,22,27,406 32,22,74,060

1% Non Convertible CumulativeRedeemable Preference shares of` 10/- eachOpening 1,00,00,000 10,00,00,000 1,00,00,000 10,00,00,000Additions by way of fresh allotment in cash - - - -Deductions - - - -Closing 1,00,00,000 10,00,00,000 1,00,00,000 10,00,00,000Total 4,22,27,406 42,22,74,060 4,22,27,406 42,22,74,060

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

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

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

2.2 The following hold more than 5% shares:

Name of Shareholder As at 31 March 2015 As at 31 March 2014

No. of % of No. of % ofShares held Holding Shares held Holding

a. Equity Shares

Dion Global Investment Shares Trust 41,11,842 12.76 41,11,842 12.76

RHC Holding Private Limited 76,59,008 23.77 76,59,008 23.77

Logos Holding Company Private Limited 19,77,618 6.14 19,77,618 6.14

Tech Mahindra Limited 51,47,058 15.97 51,47,058 15.97

Oscar Investments Limited 22,36,596 6.94 17,79,960 5.52

b. Preference Shares

IL & FS Trust Company Limited NIL NIL 1,00,00,000 100.00

Oscar Investments Limited 1,00,00,000 100.00 NIL NIL

91

2.3 The particulars of shares reserved for issue under options are as under:

The Shareholders of the Company had approved the Dion Global Employee Stock Option Scheme – 2011 (“Scheme”)on March 18, 2011.

Details of Stock Options granted under the Scheme are as under:

Grant Date Number of Stock Exercise Price Method of Option Estimated VestingOptions granted Valuation Fair Value Period

March 23, 2011 23,15,291 ` 45 Black Sholes Option ` 20.64 33% on expiry of 12Pricing Method Months from Grant Date



July 15, 2011 21,51,539 ` 46 Black Sholes Option ` 20.68 33% on expiry of 12 MonthsPricing Method from Grant Date



Every two options entitle the holder to exercise the right to apply for and seek allotment of one equity share of ` 10/- each.

Particulars of options granted and lapsed under the scheme are as below:

Options Outstanding as at the start of the year 1,39,281

Options granted during the year –

Options exercised during the year –

Options cancelled during the year 1,39,281

Options outstanding as at the year end –

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

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

There is no Impact on earning per share due to intrinsic value method as Company has incurred a loss during the year(Refer note 33).

2.4 Other Disclosures:

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

3 Reserves and Surplus


` `

Capital ReservesOpening Balance 1,39,30,712 1,74,46,781Less : Deductions – (35,16,069)

----------------------------------------------- -----------------------------------------------Closing Balance 1,39,30,712 1,39,30,712

================================ ===============================Securities Premium AccountOpening Balance 2,18,47,90,864 2,18,47,90,864

----------------------------------------------- -----------------------------------------------Closing Balance 2,18,47,90,864 2,18,47,90,864

================================ ===============================Foreign Currency Translation ReservesOpening Balance 45,70,63,662 35,32,03,092Add: Current Year Transfer (30,03,70,541) 10,38,60,570

----------------------------------------------- ----------------------------------------------- Closing Balance 15,66,93,121 45,70,63,662

================================ ===============================

www.dionglobal.com

Term Loan is secured by first paripassu charge on all present & futurecurrent & movable fixed assets of theCompany at the rate of Interest of12.50% p.a. whose repayment is in 6equal semi-annual instalments aftera moratorium of 1 year.

Term Loan is secured by first paripassu charge on all present & futurecurrent & movable fixed assets of theCompany at the rate of Interest of11.75% p.a. whose repayment is in 12quarterly equal instalments after amoratorium of 1 year.

ICICI Bank UK Plc has given a facility to theCompany Regius Overseas Holding Co. Ltd.up to USD 20 million. The loan carries interestat the rate of 1/3 months USD LIBOR + 2.25%per annum. The loan is secured by anunconditional and irrevocable stand-byletter of credit (SBLC) for an equivalentamount which expires 30 days after the finalmaturity date of the facility. The final maturitydate is within 2 years from the date of thefirst drawdown which is on 7 May 2014.


` `

Surplus in Statement of Profit and LossOpening balance (1,17,14,46,924) (64,40,64,851)Add: Net Profit/(Net Loss) for the current year 3,92,08,120 (52,76,15,898)

----------------------------------------------- ----------------------------------------------- (1,13,22,38,805) (1,17,16,80,749)

Add: Additional Depreciation on Fixed Assets (refer Note 39) (21,81,008)Less: Adjustment arised on Liquidation of Subsidiary - 2,33,825

----------------------------------------------- ----------------------------------------------- Closing Balance (1,13,44,19,813) (1,17,14,46,924)

----------------------------------------------- -----------------------------------------------Total 1,22,09,94,885 1,48,43,38,314

================================ ===============================

4 Minority Interest


` `

Minority Interest 11,46,15,268 13,63,44,654

Total 11,46,15,268 13,63,44,654

5 Long Term Borrowings - Secured


` `

Long term maturities of Term Loan from Banks 1,71,43,19,849 87,50,00,000

Long term maturities of finance lease obligations 8,75,197 23,56,785

Total 1,71,51,95,046 87,73,56,786



` `

Long term maturities of Bank Loans

- Loan from Indusind Bank Ltd. Balance outstanding 66,66,66,667 1,00,00,00,000 Current Maturity 33,33,33,333 33,33,33,333 Non - current amount 33,33,33,333 66,66,66,667

Long term maturities of Bank Loans - Loan from YES Bank Ltd.

Balance outstanding 20,83,33,333 25,00,00,000Current Maturity 8,33,33,333 4,16,66,667Non - current amount 12,50,00,000 20,83,33,333

Long term maturities of Bank Loans - Loan from ICICI Bank UK Plc

Balance outstanding 1,25,59,86,516 -Current Maturity - -Non - current amount 1,25,59,86,516 -

- Multiple Finance LeaseBalance outstanding 21,46,661 63,74,829

Current Maturity 12,71,464 40,18,044

Non - current amount 8,75,197 23,56,785

The leases were recorded as an assetand a liability at the lower of the fairvalue of the asset and the presentvalue of the minimum leasepayments. The average interest rateimplicit to the leases is 22% p.a.

3 Reserves and Surplus (Contd.)

93

6 Other Long Term Liabilities


` `

Investments Consideration Payable (Refer Note 10.1) 4,93,65,748 -

Security Deposit 8,81,808 8,16,766

Income Received in Advance 35,12,523 56,96,421

Total 5,37,60,079 65,13,187

7 Long Term Provisions


` `

Provision for employee benefits

Gratuity 1,43,19,812 1,20,42,698

Leave Encashment 45,14,763 4,55,06,797

Pension and Similar Obligations 21,00,83,848 24,03,78,381

Total 22,89,18,423 29,79,27,876

8 Short Term Borrowings


Secured Unsecured Secured Unsecured

Loans from Banks 49,26,53,182 - 36,59,63,545 -

Loans repayable on demand from relatedparties - 85,22,62,962 - 1,49,73,32,040

Loans from Directors - 3,60,45,952 - -

Total 49,26,53,182 88,83,08,914 36,59,63,545 1,49,73,32,040

Grand Total 1,38,09,62,096 1,86,32,95,585



` `

Loan from Directors

- Loan from Directors (In Dion Global 3,60,45,952 - Loan Repayable before the TerminationSolutions (UK) Ltd.) date or to the extent of availability of

sufficient funds for repayment at theinterest rate of 8% p.a.

Secured Borrowings

Loan repayable on demand from banks

- Yes Bank 18,00,00,000 5,00,00,000 Working Capital Demand Loansecured by hypothecation of allpresent and future current & movablefixed assets of the Company at therate of Interest of 13.50% to 15% p.a.,repayment at the end of tenor.

- Afrasia Bank (In Dion Global 23,55,42,589 24,95,77,256 This loan is unconditional and irrevocableSolutions (UK) Ltd secured by Stand by Letter of Credit (SBLC)

for GBP 2.50 Mn plus interest on daily basisat 1.80% p.a. above six months GBP Liborwhich is currently 0.595% p.a.Repayable within 12 months from thedrawndown date or 15 days prior to expiryof SBLC given as security whichever is earlier.

- Overdraft with Bank (Dion Global 1,43,58,927 - This is utilization as an open accountSolutions Ltd. (overdraft facility) with Yes Bank

for working capital purposes. CurrentInterest rate is 14.25% p.a.

www.dionglobal.com


` `

- Overdraft with Bank (Dion Global 2,34,03,483 2,48,35,265 This is utilization as an open accountSolutions (London) Ltd.) (overdraft facility) with Barclays Bank

PLC for working capital purposes.Current Interest rate is 3.50% p.a.

- Overdraft with Bank 3,93,48,183 4,15,51,024 This is utilization as an open account(In Dion Global Solutions GMBH) (overdraft facility) with Commerzbank

AG. Current interest rate is 6.80% p.a.

- Total Loans repayable on 49,26,53,182 36,59,63,545demand from banks

Loans and advances from related parties

- Loan from RHC Holding Private 36,70,00,000 - Loan Repayable on Demand at the Limited rate of Interest “of 12% to 14.50% p.a.

- Loan from RHC Financial Services - 35,66,33,862 Loan Repayable on Demand at the (Mauritius) Ltd. (Dion Global rate of Interest of 8% p.a. Payable at

Solutions (UK) Ltd.) quarterly rest or such intervals asmutually agreed.

- Loan from RHC Financial Services 47,60,62,962 38,72,87,633 Loan Repayable on Demand at the (Mauritius) Ltd. (Dion Global rate of Interest of 8% p.a. Payable at

Solutions (HK) Ltd.) quarterly rest or such intervals asmutually agreed.

- Loan from RHC Financial Services - 75,34,10,545 Loan Repayable on Demand at the (Mauritius) Ltd. (Regius Overseas rate of Interest of 8% p.a. Payable at Holding Co. Ltd.) quarterly rest or such intervals as

mutually agreed.

- Loan from Oscar Investments Ltd. 92,00,000 - Loan Repayable on Demand at therate of Interest of 11% to 14.50% p.a.

- Total Loans and advances from 85,22,62,962 1,49,73,32,040related parties

9 Trade PayablesAs at As at


` `

Dues of MSME parties (Refer Note 9.1 below) – –Dues of other than MSME parties 4,42,16,640 1,32,92,427Total 4,42,16,640 1,32,92,427

9.1 There are no transaction with Micro, small and medium enterprises during the year and as such there is no balance outstandingas at March 31, 2015

10 Other Current LiabilitiesAs at As at


` `

Current maturities of long-term debt 41,66,66,667 37,50,00,000Current maturities of finance lease obligations 12,71,464 40,18,044Interest accrued but not due on borrowings 82,47,626 –Income received in advance 37,09,84,098 31,89,76,764Investments Consideration Payable (Refer Note 10.1) 2,46,82,874 –Other payables- Creditors 9,49,43,239 6,86,05,682- Others 34,96,51,271 20,78,70,493Total 1,26,64,47,239 97,44,70,983

10.1 Dion UK has acquired balance 49% stake in Dion Global Solutions Gmbh on July 29, 2014 and consequently, Dion Gmbh hasbecome a wholly owned subsidiary. The Investment consideration is payable over the period of 3 years.

11 Short Term ProvisionsAs at As at


` `

Provision for employee benefitsGratuity 15,91,090 13,38,078Leave Encashment 11,06,74,648 6,82,04,551Total 11,22,65,738 6,95,42,629

8.1 The requisite particulars in respect of borrowings are as under (Contd.) :

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14 Intangible Assets under Development


` `

Software under development

Gross Carrying Value 98,52,66,902 85,98,78,336

Less: Accumulated Amortization as on 31st March'2015* (41,86,75,756) (35,80,61,858)

Total 56,65,91,146 50,18,16,478

* Includes amortization of Rs.11,16,49,300 (Last year Rs.11,55,16,833) during the year ended March 31, 2015

15 Non Current InvestmentsParticulars Face As at 31 March 2015 As at 31 March 2014


Other than Trade Investments (at cost)

Quoted Investment, Fully paid up

Investment in Equity Instruments

Cholamandalam DBS Finance Limited ` 10 5 702 5 702

Daewoo Motors India Limited ` 10 25 34 25 34

Eskay Knit (India) Limited ` 1 1,500 92 1,500 92

Glenmark Pharma Limited ` 1 41 6,362 41 6,362

Indian Sucrose Limited ` 10 3,500 14,350 3,500 14,350

J F Laboratories Limited ` 10 100 160 100 160

Kotak Mahindra Bank ` 5 10 759 10 759

LML Limited ` 10 11,165 2,62,378 11,165 2,62,378

Lupin Limited ` 2 40 4,680 40 4,680

Media Video Limited ` 10 100 485 100 485

Mefcom Agro Limited ` 10 100 1,603 100 1,603

Omega Interactive Techn. Limited ` 10 100 155 100 155

Reliance Industries Limited ` 10 20,212 40,97,946 20,212 40,97,946

Royal Airways Limited ` 10 300 705 300 705

Tata Finance Limited ` 10 100 1,410 100 1,410

Wockhardt Limited ` 5 400 1,40,320 400 1,40,320

ZEE Entertainment ` 1 15,090 4,71,562 15,090 4,71,562

Healthfore Technologies Limited ` 10 50,000 5,00,000 50,000 5,00,000

India Bulls Real Estate Limited ` 2 5 - 5 -

55,03,703 55,03,703

Unquoted Investment, Fully paid up

(a) Investment in Equity instruments of

-Other bodies

Bharat Margarine Ltd. ` 10 - - - -

Shree Vaishnavi Dyeing Ltd. ` 10 4,20,000 2,20,000 4,20,000 2,20,000

Inter-Connected Stock Exchange of India Ltd. ` 1 12,43,280 1,55,41,000 12,43,280 1,55,41,000

Cochin Stock Exchange Limited ` 10 9,865 4,93,250 9,865 4,93,250

1,62,54,250 1,62,54,250

(b) Interest in Beneficiary Trust

Dion Global Investment Shares Trust ` 10 41,11,842 49,60,08,315 41,11,842 49,60,08,315

49,60,08,315 49,60,08,315

Total 51,77,66,268 51,77,66,268

www.dionglobal.com

Particulars Face As at 31 March 2015 As at 31 March 2014


Less : Provision for dimunition in the value of Investments

Unquoted:

- In Shree Vaishnavi Dyeing Limited (2,20,000) (2,20,000)

Quoted:

-Cholamandalam DBS Finance Limited (702) (702)

-Daewoo Motors India Limited (34) (34)

-Eskay Knit (India) Limited (92) (92)

-Glenmark Pharma Limited (6,362) (6,362)

-Indian Sucrose Limited (14,350) (14,350)

-J F Laboratories Limited (160) (160)

-Kotak Mahindra Bank (759) (759)

-LML Limited (2,62,378) (2,62,378)

-Lupin Limited (4,680) (4,680)

-Media Video Limited (485) (485)

-Mefcom Agro Limited (1,603) (1,603)

-Omega Interactive Techn. Ltd. (155) (155)

-Reliance Industries Limited (40,97,946) (40,97,946)

-Royal Airways Limited (705) (705)

-Tata Finance Limited (1,410) (1,410)

-Wockhardt Limited (1,40,320) (1,40,320)

-ZEE Entertainment (4,71,562) (4,71,562)

(52,23,703) (52,23,703)

Total 51,25,42,565 51,25,42,565


` `

Aggregate amount of :

- Quoted Investments 55,03,703 55,03,703

- Unquoted Investments 51,22,62,565 51,22,62,565

- Provision for diminution in value of investment 52,23,703 52,23,703

Market Value of Quoted Investments (Provided for) 2,28,54,244 2,32,42,394

Market Value of Quoted Investments (Not Provided for) 16,22,500 12,57,500

16 Deferred tax Asset (Net)

Particulars As on Charge/(Credit) As on Charge/(Credit) As on31 March 2015 during the year 31 March 2014 during the year 1 April 2013

Amount (`) Amount (`) Amount (`) Amount (`) Amount (`)Deferred Tax LiabilitiesDifference between Bookand tax depreciation – – – – –

Total Deferred tax Liabilities – – – – –

Deferred Tax AssetOthers Various Items 3,93,17,853 (78,11,994) 4,17,31,759 2,25,13,136 3,47,75,200

Total Deferred tax Asset 3,93,17,853 (78,11,994) 4,17,31,759 2,25,13,136 3,47,75,200

Total Deferred Tax (Net) 3,93,17,853 (78,11,994) 4,17,31,759 2,25,13,136 3,47,75,200

15 Non Current Investments (Contd.)

99

17 Long Term Loans and Advances


` `

Security Deposits


From Related parties – –

From Non-Related parties 92,26,545 41,28,660

92,26,545 41,28,660

Other loans and advances

Prepaid Expenses 3,87,56,576 6,07,19,289

Advance Payment of Income Taxes (Net of Provisions ` NIL) 5,20,65,349 6,91,79,033

Balances with Service Tax Authorities 50,00,000 50,00,000

Value Added Tax Recoverable 13,28,486 13,28,486

Central Sales Tax Recoverable 34,02,256 35,59,375

Excise Duty Recoverable – 1,14,699

10,05,52,667 13,99,00,882

Grand Total 10,97,79,212 14,40,29,542

18 Other Non Current Assets


` `

Long term trade receivables(including trade receivables on deferred credit terms)


1,38,20,974 3,20,86,859

Others

Other Bank balances (Refer note 21.1)

- Fixed Deposit Account 71,37,625 70,45,812

-Debt Service Reserve Account 3,06,25,000 3,06,25,000

3,77,62,625 3,76,70,812

Total 5,15,83,599 6,97,57,671

19 Current Investments


` `

Unquoted Investment (at Cost)

Investment in Taurus Liquid Mutual Funds – 1,50,00,000

Total – 1,50,00,000

20 Trade Receivables


` `

Trade receivables outstanding for a period less than six months fromthe date they are due for payment


Unsecured, considered doubtful – –

Less: Provision for doubtful debts – –

78,98,86,659 46,84,51,505

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Particulars

20 Trade Receivables (Contd.)


` `

Trade receivables outstanding for a period exceedingsix months from the date they are due for payment


Unsecured, considered doubtful 67,34,636 38,52,069

Less: Provision for doubtful debts (67,34,636) (38,52,069)

1,23,98,061 1,59,49,593

Total 80,22,84,720 48,44,01,098

21 Cash and Bank Balances


` `

Cash and Cash EquivalentsCash in hand 15,144 15,926

Balances with banks in :- Current Account 6,33,63,076 16,96,14,484

6,33,78,220 16,96,30,410

Other Bank Balances- Fixed Deposits (see note 21.1) 25,93,00,000 26,81,17,500

Total 32,26,78,220 43,77,47,910

21.1 Particulars of Fixed Deposits (FDR)

As at 31 March 2015 As at 31 March 2014

Total *Kept as Free from Total *Kept as Free fromSecurities any Lien Securities any Lien

FDR Balances with Bank

- Upto 12 months maturityfrom date of aquisition 25,93,00,000 25,93,00,000 – 26,81,17,500 26,81,17,500 –

Shown as Current Assets 25,93,00,000 25,93,00,000 – 26,81,17,500 26,81,17,500 –

- Maturity more than 12 months but 71,37,625 71,37,625 – 70,45,812 70,45,812 –after one year from 12 months fromthe reporting date

- Debt Service Reserve Account 3,06,25,000 3,06,25,000 – 3,06,25,000 3,06,25,000 –maintained through out theTerm loan tenor of 4 years withIndusind Bank Ltd.

Shown as Non Current Assets 3,77,62,625 3,77,62,625 – 3,76,70,812 3,76,70,812 –

Total 29,70,62,625 29,70,62,625 – 30,57,88,312 30,57,88,312 –

* Detail of FDR kept as Securities


` `

FDR against Bank guarantees-Current 25,93,00,000 26,81,17,500

FDR Pledged with Statutory Departments-Non Current 71,37,625 70,45,812

Debt Service Reserve account - Non current 3,06,25,000 3,06,25,000

Total 29,70,62,625 30,57,88,312

101

22 Short Term Loans and Advances


` `

Loans and advances to related partiesUnsecured, considered goodInter Company Deposits including Interest thereon 61,63,33,455 47,45,66,442

Other Advances 5,87,59,171 1,59,52,783

67,50,92,626 49,05,19,225

Other loans and advancesUnsecured, considered goodPrepaid Expenses 8,91,99,374 7,85,01,269

Balances with Service Authorities 66,85,297 38,38,736

Staff Loans / Advances & Other Receivables 1,54,23,159 2,07,77,250

Other Advances 14,13,17,395 6,62,267

Unsecured, considered goodSecurity Deposits

From Related Parties - 69,30,000

From Non-Related parties 2,36,15,208 3,03,36,797

27,62,40,433 14,10,46,319

Grand Total 95,13,33,059 63,15,65,544

23 Other Current Assets


` `

Interest accrued but not due on fixed deposits with banks 51,84,060 48,65,737

Income Accrued on Mutual Fund Investments - 10,37,603

Total 51,84,060 59,03,340

24 Contingent Liabilities


` `

In Holding Company:

Disputed Income Tax Demands not provided for 85,49,577 89,16,957

Disputed Service Tax Demands not provided for 4,81,61,659 4,81,61,659

Disputed VAT/ CST Demands not provided for 89,96,633 89,96,633

Other contingent liabilities with respect to litigations 17,75,000 17,75,000

Total 6,74,82,869 6,78,50,249

Details of Contingent Liabilities1 The Income Tax assessment of Religare Technova Global Solutions Limited (now merged with Dion Global

Solutions Limited) for the assessment year 2007-08 was completed by the Assistant Commissioner of IncomeTax-2(1), Mumbai under section 143(3) of the Act vide order dated December 29, 2009. Consequential tocertain disallowances made during the assessment, the AO has raised a demand of ̀ 85,33,617 on the Company.The AO has also initiated penalty proceedings under section 271(1) (c) of the Act against the Company.

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

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

The Company has preferred an appeal against the order before CIT (A)-XXX and it is pending for disposal. ForFY 2007-08, the CIT(A) has directed AO to consider the information supplied by the Company and revise theorder accordingly. The Company has also filed revised statement of TDS for the said year due to which the

www.dionglobal.com

demand has been reduced to ` 15,810 and ` 150 respectively for said years as on 31.3.2015.

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

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

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

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

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

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

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

7 Deal Depot Equities (DDE), has filed a summary suit in the High Court of Bombay (Original Civil Jurisdiction)(summary suit no. 612 of 2010) against Religare Technova Global Solutions Limited (RTGSL), which subsequentlygot merged with the Company. DDE has alleged that in pursuant to purchase order of software namely “TradeAnywhere” to RTGSL, the same was followed by part payment of sum of ` 6,75,000/-. RTGSL did not install andactivate the same. DDE has prayed for refund of advance sum paid of ` 6,75,000/- along with interest at therate 6% . The Hon’ble High Court has transferred the matter to City Civil Court at Mumbai and the matter iscurrently pending.

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

25 Revenue from Operations



` `

Sale of Products

License Fees 1,14,10,84,121 53,32,17,978

Sale of Services


Subscription / Maintenance Revenue 97,91,57,651 88,74,87,584

Total 2,88,74,72,239 2,22,78,88,759

103

26 Other Income



` `

Interest Income 10,69,86,869 10,89,86,062

Net gain / loss on sale of Current investments

Profit from Sale/Purchase of Mutual Fund Units 1,30,610 18,23,123

Other Non Operating Income (net of expenses)

Bad Debts Recovered 6,00,000 4,90,000

Miscellenous Income 4,01,86,967 10,83,86,240

Balances Written Back – 5,06,557

Exchange Fluctuation (Net) 1,90,14,947 1,86,09,287

Total 16,69,19,393 23,88,01,269

27 Employee Benefit Expenses



` `

Salaries and Wages 1,43,91,02,142 1,54,93,22,164

Contribution to Provident and Other Funds 12,14,09,250 15,45,62,949

Staff Welfare Expenses 1,85,61,393 2,31,76,459

Training and Recruitment Expenses 1,59,29,735 1,30,27,157

Total 1,59,50,02,520 1,74,00,88,729

28 Finance Costs



` `

Interest Expense

Interest - Corporate Loans 6,52,86,065 7,70,67,861

Interest - Others 18,57,25,076 19,77,30,629

Other Borrowing Costs 7,32,89,597 2,48,97,869

Total 32,43,00,738 29,96,96,359

29 Depreciation and Amortization



` `

Depreciation 2,49,35,881 2,69,44,686

Amortization 13,25,17,493 13,45,80,682

Total 15,74,53,374 16,15,25,368

30 Other Expenses



` `

Rent 15,06,14,710 14,95,62,823

Repairs and Maintenance 3,25,37,592 2,90,28,001

Insurance 2,32,03,701 2,75,03,663

www.dionglobal.com

30 Other Expenses (Contd.)



` `

Rates and Taxes, excluding, taxes on income 21,57,611 23,99,379

Advertisement and Sales Promotion 4,45,76,453 5,60,62,823

Provision for Doubtful Debts and Bad Debts 98,95,325 97,42,742

Balances written off 8,49,620 -

Legal and Professional Charges 10,61,68,538 6,71,00,291

Membership, Subscription and Empanelment Fees 2,36,92,112 2,28,59,381

Travelling and Conveyance 12,59,38,144 11,54,78,129

Electricity and Water Expenses 91,72,024 96,79,348

Postage and Telephones 5,38,75,083 5,29,98,392

Printing and Stationery 41,96,011 39,94,224

Loss on sale/Write off of Fixed Assets 66,676 (46,403)

Donation and Charity - 21,624

Bank Charges 43,75,381 1,03,92,581

Database Management and Software Expense 5,29,20,553 4,05,15,266

Miscellaneous Expenses 4,02,221 4,98,264

Other Operating Expenses 23,28,53,113 15,44,13,858

Payment to Auditors (refer note 30.1) 95,61,422 83,40,788

General expenses 6,70,22,095 5,91,77,780

Total 95,40,78,385 81,97,22,954

30.1 Payment to AuditorsFor the year For the year


` `

As Auditors:Audit Fees 75,41,475 62,35,862Tax Audit Fees 75,000 75,000

In Other Capacity :Other Services 18,85,227 19,60,456

Reimbursement of Expenses 59,720 69,470Total 95,61,422 83,40,788

31 Interest Rate Swap

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

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

31.1 Derivative contracts outstanding as on March 31, 2015


USD ` USD `

Currency and Interest Swap 52,50,998 33,33,33,333 - -

(Hedging of Floating Interest rates) 52,51,825 33,33,33,333 - -

1,05,02,823 66,66,66,667

105

31.2 Exchange Gain/(Loss) on Derivative contracts outstanding as on March 31, 2015For the year For the year


` `

Realized Exchange Gain on repayment of principal outstanding of swap 25,86,319 -

Unrealized Exchange loss on mark to market value of derivatives (24,01,851) -

Total 1,84,468 -

32 Tax ExpensesFor the year For the year


` `

Deferred Tax 8,576 (1,676)Earlier Year Tax 1,12,83,388 1,52,68,462Total 1,12,91,963 1,52,66,786

33 Earnings per Equity Share



` `

Net Profit/ (Loss) after tax 3,92,08,120 (52,76,15,898)Less: Dividend on Cumulative Preference Shares (10,00,000) (10,00,000)Less: Provision for Dividend Distribution Tax on Cumulative Preference Shares (1,62,225) (1,62,225)Profit/(Loss) available for Equity Shareholders 3,80,45,895 (52,87,78,123)Weighted average number of equity share

For Basic EPS (No.) 3,22,27,406 3,22,27,406For Diluted EPS (No.) 3,22,27,406 3,23,66,687Nominal Value of shares (`) 10 10

Earning per shareBasic 1.18 (16.41)Diluted 1.18 (16.34)

34 Transfer from / to Provisions



` `

Transfer to Provisions

Provision for Bad and Doubtful Debts 67,34,636 38,52,069Total 67,34,636 38,52,069

35 Disclosures relating to Actuarial Valuation of Gratuity & Leave Encashment Liability: (Amount in `)


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

I Assumptions as at 31st March, 2015

Mortality Indian Assured LIC (1994-96) Indian Assured LIC (1994-96)Lives Mortality Ultimate Lives Mortality Ultimate

(2006-08) (2006-08)Ultimate Ultimate

Discount Rate 8% p.a. 8% p.a. 8% p.a. 8% p.a.

Expected Rate of return on plan assets N.A. N.A. N.A. N.A.

Expected Average Remaining Service 23 24 23 30

II Changes in present value of obligations

Present Value of Obligation at April 1, 2014 1,33,80,776 1,12,92,366 27,17,182 20,16,578

Interest Cost 11,66,089 9,73,124 2,40,657 1,76,051


www.dionglobal.com

35 Disclosures relating to Actuarial Valuation of Gratuity Leave & Encashment Liability: (Contd.) (Amount in `)


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

Liabilities assumed on transferred employees - - - -

Benefits Paid 22,33,235 24,18,263 7,22,601 6,68,156

Actuarial Gain /(Loss) on Obligation (57,383) (2,57,906) 12,57,540 5,76,198


III Changes in Fair Value of Plan Assets

Fair Value of Plan Assets at April 1, 2014 N.A. N.A. N.A. N.A.

Expected Return of Plan Assets - - - -

Benefits paid - - - -

Actuarial Gain / (Loss) on Plan Assets - - - -

Fair Value of Plan Assets at March 31, 2015 N.A. N.A. N.A. N.A.

IV Amounts to be recognized in the Balance Sheet


Fair Value of Plan Assets at March 31, 2015 - - - -

Amount recd/receivable on transfer of employees - - - -

Un-funded Liability at March 31, 2015 1,59,10,902 1,33,80,776 30,57,239 27,17,182

Un recognized Actuarial Gain /(Loss) - - - -

Net (Asset)/Liability recognized in the Balance Sheet 1,59,10,902 1,33,80,776 30,57,239 27,17,182

V Expense recognized in the statement of Profit and Loss

Interest Cost 11,66,089 9,73,124 2,40,657 1,76,051


Expected Return on Plan Assets - - - -

Net Actuarial Gain /(Loss) recognized for the period (57,383) (2,57,906) 12,57,540 5,76,198

Expense recognized in the statement of Profit and Loss A/c 47,63,361 45,06,673 10,62,658 13,68,760

VI Bifurcation of Present Value of Obligation as at March 31, 2015

as per Revised Schedule VI of the Companies Act, 1956

Current Liability 15,91,090 13,38,078 7,64,310 6,79,296

Non Current Liability 1,43,19,812 1,20,42,698 22,92,929 20,37,886

Total of Present Value of Obligation as at March 31, 2015 1,59,10,902 1,33,80,776 30,57,239 27,17,182

36 Segment Reporting:

Primary Segment – Business Segments:

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

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

i) Information about Primary Business Segments (Amount in `)Particulars Software product/Services Unallocated Total

2014-2015 2013-2014 2014-2015 2013-2014 2014-2015 2013-2014

(i) Segment Revenue

External Revenue 3,05,43,91,632 2,46,66,90,028 - - 3,05,43,91,632 2,46,66,90,028

Inter-Segmental Revenue - - - - - -

Total Revenue 3,05,43,91,632 2,46,66,90,028 - - 3,05,43,91,632 2,46,66,90,028

(ii) Segment Results

Total Segment Results 1,22,64,651 (56,96,10,169) - - 1,22,64,651 (56,96,10,169)

Unallocated Expenses (net) - - - - - -

Unallocated Interest expenses - - - - - -

107

i) Information about Primary Business Segments (Cont.) (Amount in `)Particulars Software product/Services Unallocated Total

2014-2015 2013-2014 2014-2015 2013-2014 2014-2015 2013-2014

Income Taxes ( Current and Deferred Tax) - - - - - -

Profit after tax 1,22,64,651 (56,96,10,169) - - 1,22,64,651 (56,96,10,169)

(iii) Segment Assets 5,43,07,73,456 5,14,32,47,494 - - 5,43,07,73,456 5,14,32,47,494

Unallocated Corporate Assets - - 1,12,88,76,020 1,00,21,09,007 1,12,88,76,020 1,00,21,09,007

Total Assets 5,43,07,73,456 5,14,32,47,494 1,12,88,76,020 1,00,21,09,007 6,55,96,49,477 6,14,53,56,501

(iv) Segment Liabilities 4,80,17,65,260 4,10,23,99,470 - - 4,80,17,65,260 4,10,23,99,470

Unallocated Corporate Liabilities - - - - - -

Total Liabilities 4,80,17,65,260 4,10,23,99,470 - - 4,80,17,65,260 4,10,23,99,470

(v) Capital Expenditure 20,61,62,522 13,89,40,024 - - 20,61,62,522 13,89,40,024

Unallocated Capital expenditure - - - - - -

Total Capital expenditure 20,61,62,522 13,89,40,024 - - 20,61,62,522 13,89,40,024

(vi) Depreciation / Amortisation 15,74,53,374 16,15,25,368 - - 15,74,53,374 16,15,25,368

Unallocated Depreciation amount - - - - - -

Total Depreciation 15,74,53,374 16,15,25,368 - - 15,74,53,374 16,15,25,368

(vii) Non Cash Expenditure other than Depreciation 66,676 (46,403) - - 66,676 (46,403)

Unallocated Non cash expenditure - - - - - -

Total Non cash expenditure 66,676 (46,403) - - 66,676 (46,403)

The Company is in the business of Software Products and Services and has no operations in Financial Businesssegment. Hence the disclosure of the segment information under Financial Business has been discontinued fromthe FY 2014-15. The previous quarter/year figures have been rearranged/regrouped/re-classified wherever necessaryfor disclosure under this segment.

ii) Secondary Segment – Geographical Segments

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

Particulars 2014-2015 2013-2014

` `

Segment Revenue:

Within India 24,62,04,779 32,66,51,440

Within Australia 50,35,35,720 24,97,53,848

Others 2,30,46,51,134 1,89,02,84,740

Total 3,05,43,91,632 2,46,66,90,028

Segment Assets:

Within India 3,97,96,12,421 3,93,90,72,069

Within Australia 54,81,43,254 57,88,97,076

Others 2,03,18,93,801 1,62,73,87,356

Total 6,55,96,49,477 6,14,53,56,500

Cost incurred for acquiring segment assets:

Within India 98,87,009 1,03,87,949

Within Australia 6,38,626 9,28,288

Others 19,56,36,886 12,76,23,787

Total 20,61,62,522 13,89,40,024

www.dionglobal.com

37 RELATED PARTY:

Nature of Relationship Name of the Party

i) Associate Companies 1 AEOIU Ltd.

2 Chase Cooper Ltd

3 DBS Financial Systems Ltd

ii) Individuals owning, directly or indirectly 1 Mr. Malvinder Mohan Singhinterest in voting power that gives them 2 Mr. Shivinder Mohan Singhcontrol.

iii) Key management personnel 1 Mr. Ralph James Horne2 Mr.Joseph Leslie Nash

iv) Enterprises over which any person described 1 Aegon Religare Life Insurance Company Limited

in (i) or (ii) is able to exercise significant influ 2 Finserve Shared Services Limited

-ence with whom transactions have taken 3 Fortis Healthcare Limited

place 4 Healthfore Technologies Limited

5 Ligare Travels Limited

6 Oliverays Innovations Ltd.

7 Oscar Investments Ltd.

8 REL Infrafacilities Limited

9 Religare Capital Markets Ltd

10 Religare Commodities Ltd.

11 Religare Enterprises Ltd.

12 Religare Finvest Limited

13 Religare Health Insurance Company Ltd

14 Religare Invesco Asset Management Company Pvt. Ltd.

15 Religare Securities Limited

16 Religare Wealth Management Limited

17 Religare Credit Advisors LLP

18 RHC Holding Private Limited

19 RHC IT Solutions Private Limited

20 RHC IT Solutions Pty Limited

21 RHC Financial Services (Mauritius) Ltd

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115

38. Enterprises consolidated as subsidiary in accordance with Accounting Standard 21-Consolidated Financial Statements:

Name of Enterprise Country of Proportion of Proportion ofIncorporation ownership ownership

interest as on interest as onMarch 31, 2015 March 31, 2014

Regius Overseas Holding Co. Ltd. (ROHCL) Mauritius 100% 100%

OliveRays Innovations Ltd India 100% 100%

Dion Global Solutions Pty Ltd.(DGSPL) # Australia 100% 100%

Dion Global Solutions (UK) Ltd. (Dion UK) # UK 100% 100%

Dion Global Solutions (Australia) Pty Ltd.* Australia 100% 100%

Dion Global Solutions (Asia Pacific) Pty Ltd.* Australia 100% 100%

Dion Global Solutions (Developments) Pty Ltd.* Australia 100% 100%

Dion Global Solutions (NZ) Ltd.* New Zealand 100% 100%

Dion Global Solutions (HK) Ltd. * Hong Kong 100% 100%

Dion Global Solutions (MY) Sdn.Bhd.* Malaysia 100% 100%

Dion Global Solutions (Canada) Ltd.* Canada 100% 100%

Dion Global Solutions (Singapore) Pte Ltd.* Singapore 100% 100%

Dion Global Solutions Vietnam Company Ltd.* Vietnam 100% 100%

Dion Global Solutions Inc.* USA 100% 100%

AEOIU Ltd.** UK 44% 44%

Chase Cooper Ltd @ UK 44% 44%

DBS Financial Systems Ltd @ UK 44% 44%

Indigo (London) Holdings Ltd.*** UK 100% 100%

Indigo (London) Limited*** UK 100% 100%

Investmaster Holdings Limited*** UK 100% 100%

Dion Global Solutions (London) Limited*** UK 100% 100%

Adminsource (UK) Limited *** UK 100% 100%

Consort Information Systems Limited*** UK 100% 100%

Consort Securities Systems Limited*** UK 100% 100%

Dion Global Solutions Gmbh (Dion Gmbh)*** $ Germany 100% 51%

Imagnos AG*** + Switzerland 51% 51%

* Subsidiaries of DGSPL

** DGSPL has acquired 44% stake in AEOIU Ltd. on August 6, 2010. In terms of AS-21, Accounts of AEOIU Ltd. hasbeen consolidated on line by line basis since DGSPL has the right to control the composition of board ofdirectors of AEOIU Ltd.

*** Subsidiaries of Dion UK

# Subsidiaries of ROHCL

@ Subsidiaries of AEOIU Ltd.

+ Dissolved under the process of strike off w.e.f. 25.11.2014

$ Dion UK has acquired balance 49% stake on July 29, 2014 and consequently, Dion Gmbh has become awholly owned subsidiary.

www.dionglobal.com

39. Additional Information, as required under Schedule III to the Companies Act, 2013, of enterprises consolidated as Subsidiary/Associates/Joint Ventures.

Net Assets “(Total Assets minus Total Liabilities)" Share in Profit or (Loss)Name of the Entity As a % of Amount (`) As a % of Amount (`) As a % of Amount (`) As a % of Amount (`)

Consolidated Consolidated Consolidated ConsolidatedNet Assets Net Assets Profit or (Loss) Profit or (Loss)

As at As at As at As at As at As at As at As atMarch 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31,

2015 2015 2014 2014 2015 2015 2014 2014

(1) (2) (3) (2) (3) (4) (5) (4) (5)

Parent

Dion Global Solutions Limited 26.19% 46,03,27,843 36.67% 74,92,46,215 -314.49% (12,33,03,789) 2.77% (1,46,24,785)

Subsidiaries - Indian

Oliverays Innovations Ltd 0.05% 8,38,445 0.05% 9,48,951 -0.28% (1,10,506) 0.03% (1,58,935)

Subsidiaries - Foreign

Regius Overseas Holding Co. Limited 68.23% 1,19,94,56,251 50.18% 1,02,52,38,967 -131.59% (5,15,95,100) 8.02% (4,23,10,033)

Dion Global Solutions Pty Ltd -2.29% (4,02,92,693) -2.28% (4,66,01,494) 0.72% 2,84,117 0.01% (26,835)

Dion Global Solutions (Australia) Pty Ltd -3.22% (5,65,61,610) -8.96% (18,30,53,316) -100.21% (3,92,92,063) 25.13% (13,25,95,012)

Dion Global Solutions (Asia Pacific) Pty Ltd 18.93% 33,28,18,025 13.79% 28,17,48,389 248.28% 9,73,47,111 9.42% (4,97,06,774)

Dion Global Solutions (Development) Pty Ltd 0.01% 1,89,841 0.01% 2,06,671 0.028% 11,129 0.05% (2,75,416)

Dion Global Solutions (NZ) Ltd -1.45% (2,55,76,768) -1.14% (2,32,19,495) -13.19% (51,71,612) 2.94% (1,55,07,115)

Dion Global Solutions (HK) Ltd -20.46% (35,96,74,316) -13.38% (27,33,20,286) -193.00% (7,56,72,240) 21.08% (11,12,04,208)

Dion Global Solutions (MY) Sdn Bhd. -2.16% (3,80,07,777) -2.18% (4,44,65,967) 11.21% 43,95,533 2.00% (1,05,65,474)

Dion Global Solutions (Singapore) Pte. Ltd -3.21% (5,64,80,612) -0.59% (1,21,14,619) -119.70% (4,69,32,194) 3.08% (1,62,52,556)

Dion Global Solutions Vietnam Company Ltd. -7.98% (14,02,95,678) -6.76% (13,80,75,087) 7.31% 28,65,760 4.07% (2,14,83,049)

Dion Global Solutions (Canada) Ltd. 0.72% 1,27,39,121 -4.13% (8,43,49,924) 254.40% 9,97,44,365 7.38% (3,89,36,679)

Dion Global Solutions Inc. -7.89% (13,86,54,345) -5.13% (10,48,07,012) -64.42% (2,52,59,084) 6.07% (3,20,22,279)

AEOIU Ltd. 13.19% 23,18,73,850 14.38% 29,38,70,475 -122.71% (4,81,13,335) 14.35% (7,57,11,893)

Dion Global Solutions (UK) Ltd 15.15% 26,63,58,405 3.25% 6,64,74,571 393.45% 15,42,65,299 -1.18% 62,02,529

Dion Global Solutions (London) Ltd. 0.10% 17,35,790 20.49% 41,86,96,102 5.48% 21,49,755 0.07% (3,59,614)

Indigo (London) Limited. 0.02% 2,69,140 -6.46% (13,20,40,856) 0.00% - 0.00% (3,838)

Investmaster Holdings Limited 0.00% 94 16.28% 33,26,10,846 0.00% - 0.00% -

Indigo (London) Holdings Ltd. 38.89% 68,37,09,367 -2.30% (4,68,95,267) -37.46% (1,46,86,792) 2.75% (1,45,11,582)

Adminsource (UK) Limited 0.00% 94 0.00% 99 0.00% - 0.00% -

Consort Information Systems Limited 2.95% 5,18,69,983 2.69% 5,50,43,208 0.00% - 0.00% -

Consort Securities Systems Limited 2.37% 4,16,14,670 2.16% 4,41,60,511 0.00% - 0.00% -

Dion Global Solutions Gmbh -31.62% (55,57,57,637) 0.00% - 207.45% 8,13,38,297 -0.08% 4,43,379

Minority Interest -6.52% (11,46,15,268) -6.67% (13,63,44,654) 68.72% 2,69,43,468 -7.96% 4,19,94,270

Total 100% 1,75,78,84,212 100% 2,04,29,57,027 100% 3,92,08,120 100% (52,76,15,898)

117

40 LEASE COMMITMENTS

Particulars 2015 2014

` `

Non-Cancellable Operating Leases

Within 1 year 7,47,68,228 9,76,13,351

Later than 1 year but not later than 5 years 6,19,22,195 13,32,07,292

Total 13,66,90,423 23,08,20,643

41 Consequent to application of Part C of schedule II of the Companies Act 2013, the management based on aninternal assessment and evaluation, has revised remaining useful life of certain assets. The carrying amount as onApril 1, 2014 is depreciated over the revised remaining useful life. As a result of these changes, the depreciationcharge for the year ended March 31, 2015 is lower by ` 0.32 lacs and the effect relating to the period prior to April1, 2014 is a charge of ` 21.81 lacs which has been shown as reduction from Opening retained earnings (refernote 3).

42 OTHER NOTES

a. The Group has unabsorbed depreciation and carry forward losses. Accordingly, keeping in view uncertaintyof taxable income in the future, provision for deferred tax assets/(liabilities) have not been recognized in theaccounts.

b. Goodwill arising on consolidation as carried in the books of accounts has been tested for impairment. In theopinion of the management, based on future projections of revenue and cash flows drawn up by the subsidiariesand keeping in mind the strategic nature of the products sold in these subsidiaries no provision for impairmenthas been made during the year.

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

43 PREVIOUS YEAR FIGURES

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

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





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NOTES

Dion Global Solution LimitedRegistered office:

D3, P3B, District Centre, Saket, New Delhi-110017, India

Corporate Office:

5th Floor, Tower A, Logix Cyber Park, C-28/29, Sector 62, Noida - 201309, India

1

DION GLOBAL SOLUTIONS LIMITEDRegistered Office: D3, P3B, District Centre, Saket, New Delhi - 110017

CIN: L74899DL1994PLC058032

Tel.: +91-11-39125000, Fax: +91-11-39126117

E-mail: [email protected]/Website: www.dionglobal.com

NOTICE

Notice is hereby given that the 20th Annual General Meeting of Dion Global Solutions Limited (“the Company”) will be

held on Friday September 18, 2015 at 10:00 A.M. at Sri Sathya Sai International Centre, Pragati Vihar, Lodhi Road, New

Delhi – 110003, to transact the following businesses:

ORDINARY BUSINESS:

1. To consider and adopt the Audited Standalone Financial Statements of the Company for the financial yearended March 31, 2015 together with Reports of the Board of Directors and Auditors thereon and the AuditedConsolidated Financial Statements of the Company for the financial year ended March 31, 2015 including

Auditors Report thereon.

2. To appoint a Director in place of Mr. Maninder Singh Grewal (DIN: 00648031), who retires from office by rotation

and, being eligible, offers himself for re-appointment.

3. To ratify the appointment of Statutory Auditors of the Company and to fix their remuneration and in this regard

to consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the

Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s)

or re-enactment thereof for the time being in force), pursuant to the recommendations of the Audit Committee

and the Board of Directors and pursuant to the resolution passed by the Members of the Company at the

19th Annual General Meeting (AGM) held on September 11, 2014, the appointment of M/s S. S. Kothari Mehta &

Co., Chartered Accountants (Firm Registration No. 000756N) as the Statutory Auditors of the Company, to hold

office from the conclusion of this AGM till the conclusion of the 21st AGM of the Company to be held in the year

2016, be and is hereby ratified by the Members of the Company at such remuneration plus service tax, out-of-

pocket, travelling expenses, etc. as may be mutually agreed between the Board of Directors of the Company

and the Auditors.”

SPECIAL BUSINESS:

4. Appointment of Mr. Balinder Singh Dhillon as a Director

To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152 and all other applicable provisions of the Companies

Act, 2013 (“Act”) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including

any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Balinder Singh Dhillon (DIN:

02500621), who was appointed as an Additional Director of the Company by the Board of Directors on May 11,

2015 pursuant to the provisions of Section 161 of the Act and the Articles of Association of the Company and who

holds office upto the date of this Annual General Meeting and in respect of whom the Company has received

a notice in writing from a member along with the deposit of requisite amount under Section 160 of the Act

proposing his candidature for the office of Director of the Company, be and is hereby appointed as a Non-

Executive Non-Independent Director of the Company, whose period of office shall be liable to determination by

retirement of directors by rotation.”

www.dionglobal.com

5. Appointment of Mr. Daljit Singh as a Director




any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Daljit Singh (DIN: 00135414),

who was appointed as an Additional Director of the Company by the Board of Directors on August 04, 2015

pursuant to the provisions of Section 161 of the Act and the Articles of Association of the Company and who holds

office upto the date of this Annual General Meeting and in respect of whom the Company has received a

notice in writing from a member along with the deposit of requisite amount under Section 160 of the Act proposing

his candidature for the office of Director of the Company, be and is hereby appointed as a Non-Executive Non-

Independent Director of the Company, whose period of office shall be liable to determination by retirement of

directors by rotation.”

6. Appointment of Mr. Varun Sood as a Director




any statutory modification(s) or re-enactment thereof for the time being in force), Mr.Varun Sood (DIN: 06973985),

who was appointed as an Additional Director of the Company by the Board of Directors on August 04, 2015

pursuant to the provisions of Section 161 of the Act and the Articles of Association of the Company and who holds

office upto the date of this Annual General Meeting and in respect of whom the Company has received a

notice in writing from a member along with the deposit of requisite amount under Section 160 of the Act proposing

his candidature for the office of Director of the Company, be and is hereby appointed as a Non-Executive Non-

Independent Director of the Company, whose period of office shall be liable to determination by retirement of

directors by rotation.”

7. Appointment of Mr. Rashi Dhir as an Independent Director


“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and all other applicable

provisions of the Companies Act, 2013 (“Act”), the Companies (Appointment and Qualification of Directors)

Rules, 2014 and Clause 49 of the Listing Agreement (including any statutory modification(s) or re-enactment

thereof for the time being in force), Mr. Rashi Dhir (DIN: 06724601), who was appointed as an Additional Director

(in the category of Non-Executive Independent Director) of the Company by the Board of Directors on May 11,


holds office upto the date of this Annual General Meeting and who has submitted a declaration that he meets

the criteria of independence as provided in Section 149(6) of the Act and who is eligible for appointment and in

respect of whom the Company has received a notice in writing from a member along with the deposit of

requisite amount under Section 160 of the Act proposing his candidature for the office of Director of the Company,

be and is hereby appointed as an Independent Director of the Company, whose term shall not be subject to

retirement by rotation, to hold office for a term of 5 (Five) consecutive years commencing from May 11, 2015.”

8. Appointment of Dr. Vandana Nadig Nair as an Independent Director



provisions of the Companies Act, 2013 (“Act”), the Companies (Appointment and Qualification of Directors) Rules,

2014 and Clause 49 of the Listing Agreement (including any statutory modification(s) or re-enactment thereof for

the time being in force), Dr. Vandana Nadig Nair (DIN: 05192560),who was appointed as an Additional Director

(in the category of Non-Executive Independent Director) of the Company by the Board of Directors on May 11,


holds office upto the date of this Annual General Meeting and who has submitted a declaration that she meets

the criteria of independence as provided in Section 149(6) of the Act and who is eligible for appointment and in

3

respect of whom the Company has received a notice in writing from a member along with the deposit of

requisite amount under Section 160 of the Act proposing her candidature for the office of Director of the Company,


retirement by rotation, to hold office for a term of 5 (Five) consecutive years commencing from May 11, 2015.”

9. Appointment of Dr. Gaurav Laroia as an Independent Director



provisions of the Companies Act, 2013 (“Act”), the Companies (Appointment and Qualification of Directors)

Rules, 2014 and Clause 49 of the Listing Agreement (including any statutory modification(s) or re-enactment

thereof for the time being in force), Dr. Gaurav Laroia (DIN: 07225739), who was appointed as an Additional

Director (in the category of Non-Executive Independent Director) of the Company by the Board of Directors on

August 04, 2015 pursuant to the provisions of Section 161 of the Act and the Articles of Association of the Company

and who holds office upto the date of this Annual General Meeting and who has submitted a declaration that

he meets the criteria of independence as provided in Section 149(6) of the Act and who is eligible for appointment

and in respect of whom the Company has received a notice in writing from a member along with the deposit of

requisite amount under Section 160 of the Act proposing his candidature for the office of Director of the Company,


retirement by rotation, to hold office for a term of 5 (Five) consecutive years commencing from August 04, 2015.”

10. Adoption of new set of Articles of Association of the Company

To consider and if thought fit, to pass, the following resolution as a Special Resolution:

“RESOLVED THAT in accordance with the provisions of Sections 5, 14 and other applicable provisions, if any, of

the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014 (including any statutory

modification(s) or re-enactment thereof, for the time being in force ), the Articles of Association of the Company,

Listing Agreement as entered into by the Company with the BSE Limited and subject to all necessary approvals,

consents, permissions and/or sanctions as may be necessary and subject to any such conditions and modifications

as may be prescribed or imposed by any one or more of them while granting any such approvals, consents,

permissions or sanctions agreed to, by the Board of Directors of the Company, the draft regulations contained in

the Articles of Association, which are available for public inspection at the Registered Office of the Company

and on the Company’s website, be and are hereby approved and adopted in substitution and to the entire

exclusion, of the regulations contained in the existing Articles of Association of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby severally authorized to

undertake all such acts, deeds, matters and things to finalise and execute all such deeds, documents, undertakings,

affidavits and writings as may be deemed necessary, proper, desirable and expedient in its absolute discretion, to

enable this resolution, and to settle any question, difficulty or doubt that may arise in this regard.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby severally authorized to

delegate all or any of the powers conferred on it by or under this Resolution to any Committee of Directors of the

Company or to any Director of the Company or any other officer(s) or employee(s) of the Company as it may

consider appropriate in order to give effect to this Resolution.”

11. Approval for entering into Related Party Transactions

To consider and if thought fit, to pass, the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 188 and all other applicable provisions, if any, of the

Companies Act, 2013 read with the Rules made thereunder (including any statutory modification(s) or

re-enactment thereof, for the time being in force) and Clause 49 of the Listing Agreement, as may be amended

from time to time and subject to such approvals, consents, sanctions and permissions as may be necessary, the

consent of the Members of the Company be and is hereby accorded for the following transactions, whether

material or not, hitherto entered/ to be entered into by the Company in future from time to time, with the

following related parties:

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S. Name of the Name of the Nature of Nature of Maximum ValueNo. Related Party Director/ KMP Relationship transaction of Transactions

who is related for everyand nature of financial year

their relationship (Amount in Rs.)

1. Oscar Investments None Enterprises over Availing of 100 CroresLimited which Promoters advances /loans

is able to exercise & Corporatesignificant influence. Guarantee

2. RHC Holding None -do- Availing of 100 CroresPrivate Limited advances /loans

& CorporateGuarantee

3. RHC IT Solutions None -do- Grant of loans 60 CroresPrivate Limited

RESOLVED FURTHER THAT the Board of Directors of the Company and/or Committee thereof, be and are hereby,

severally authorized to do or cause to be done all such acts, matters, deeds and things and to settle any queries,

difficulties, doubts that may arise with regard to any transaction with the related party(ies) and execute such

agreements, documents and writings and to make such filings, as may be necessary or desirable for the purpose

of giving effect to this resolution, in the best interest of the Company.”

By Order of the Board of Directors For Dion Global Solutions Limited

Place : New Delhi Sd/-Date : August 4, 2015 Tarun Rastogi

VP - Legal & Company SecretaryICSI Membership No.: A18392

Notes:

1. A Statement pursuant to Section 102(1) of the Companies Act, 2013 (Act) with respect to the Special Businesses

set out in this Notice is annexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (AGM) IS ENTITLED TO APPOINT A

PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

THE INSTRUMENT APPOINTING THE PROXY, IN ORDER TO BE EFFECTIVE, SHOULD BE DEPOSITED AT THE COMPANY’S

REGISTERED OFFICE, DULY COMPLETED AND SIGNED, NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE

COMMENCEMENT OF THE AGM. A PROXY FORM FOR THE AGM IS ENCLOSED HEREWITH.

Pursuant to the provisions of the Act and the rules thereunder, a person can act as proxy on behalf of members

not exceeding 50 (fifty) and holding in the aggregate not more than 10% of the total share capital of the

Company carrying voting rights. In case a proxy is proposed to be appointed by a Member holding more than

10% of the total share capital of the Company carrying voting rights then such proxy shall not act as a proxy for

any other person or shareholder.

3. Corporate Members intending to send their authorized representative to attend the AGM are requested to send

a duly certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf

at the AGM.

4. The Route Map for the 20th AGM of the Comapny alongwith the Landmark forms part of this Notice.

5. The Register of Members and the Share Transfer Books of the Company shall remain closed from Friday, September

11, 2015 to Thursday September 17, 2015 (both days inclusive). The cut-off date for the purpose of voting through

electronic means and physical voting is Friday, September 11, 2015.

6. All documents referred to in the accompanying Notice and the Statement are open for inspection by the Members

at the Registered Office as well as the Corporate Office of the Company during normal business hours (9.30 AM to

5.30 PM) on all working days except Saturdays, upto and including the date of the AGM of the Company.

5

7. Details of all the Directors proposed to be appointed/ re-appointed, nature of their expertise in specific functional

areas, names of Companies in which they hold directorships and memberships / chairmanships of other board

committees, shareholding (both own or held by / for other persons on a beneficial basis) in the Company and

relationship between directors inter-se, as stipulated under Clause 49 of the Listing Agreement entered into with

BSE Limited and informations as required under Secretarial Standards issued by the Institute of Company

Secretaries of India and approved by the Central Government, are annexed to this Notice.

8. Members/ Proxies are requested to bring duly filled in and signed Attendance Slips enclosed herewith for attending

the AGM. The Members who hold shares in dematerialized form are requested to bring their Client Master List /

Depository Participant Statement/ Delivery Instruction Slip, reflecting their Client Id. and DP Id. No. for easier

identification of attendance at the meeting.

9. In case of joint holders attending the AGM, only such joint holder whose name appears at the top in the

hierarchy of names shall be entitled to vote.

10. The Certificate from the Statutory Auditors of the Company certifying that the Dion Global Employee Stock

Option Scheme 2011 and Dion Global Employee Stock Option Scheme 2013 of the Company are being

implemented in accordance with the SEBI (Share Based Employee Benefit) Regulations, 2014 and in accordance

with the resolutions of the general body, will be available for inspection by the Members at the AGM.

11. The Statutory Registers required to be kept open for inspection under the Act read with rules made thereunder at

AGM of the Company, will be available for inspection by the Members at the AGM.

12. Members are requested to notify any change of address:

(a) to their depository participants in respect of shares held in dematerialized form, and

(b) to Company/Registrar and Transfer Agent, M/s Karvy Computershare Private Limited, Karvy Selenium Tower

B, Plot No. 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500032 in respect of shares

held in physical form, under their signatures and quoting folio number (including for change of residential

status/e-mail id, bank details, etc.).

13. Equity Shares of the Company are under Compulsory Demat segment. Members are requested to convert their

holdings from physical to Demat form. For any queries, Members may write to the Company Secretary or the

Company’s Registrar and Transfer Agent i.e. M/s Karvy Computershare Private Limited.

14. Members desirous of seeking any information relating to the annexed Audited Financial Statements of the

Company for the financial year ended March 31, 2015, may write to the Company at 5th Floor, Tower A, Logix

Cyber Park, C – 28/29, Sector – 62, Noida – 201309, for the attention of Mr. Tarun Rastogi, VP-Legal & Company

Secretary, at least seven days in advance of the AGM so that requisite information can be made available at

the AGM.

15. Members desirous of making a nomination in respect of their shareholding in the Company, as permitted under

Section 72 of the Act, are requested to fill up the required form and send the same to the office of the Company’s

Registrar and Transfer Agent, Karvy Computeshare Private Limited. Members holding shares in demat form may

contact their respective Depository Participants for recording of nomination.

16. In terms of Clause 32 of the Listing Agreement, soft copy of full Annual Report for 2014-15 is being sent to all those

Members who have registered their e-mail address(es) for the said purpose unless any Member has requested for

a hard copy of the same. For Members who have not registered their e-mail address, physical copy of the Annual

Report for 2014 -15 is being sent in the permitted mode.

17. Electronic copy of the Notice of the 20th AGM of the Company inter-alia indicating the process and manner of

remote e-voting along with the Attendance Slip / E-Voting Form and Proxy Form, is being sent to all the Members

whose e-mail addresses are registered with the Company / Depository Participant(s) for communication purpose

unless a Member has requested for a hard copy of the same. For Members who have not registered their e-mail

address, physical copy of the Notice of the 20th AGM of the Company inter-alia indicating the process and

manner of remote e-voting along with Attendance Slip / E-Voting Form and Proxy Form is being sent in the

permitted mode.

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18. Members may also note that the Notice of the 20thAGM and the Annual Report for 2014-15 will also be available

on the Company’s website, www.dionglobal.com for their download. The physical copies of the aforesaid

documents will also be available at the Company’s Registered Office as well as Corporate Office for inspection

during normal business hours (9.30 AM to 5.30 PM) on all working days except Saturdays. Even after registering for

e-communication, Members are entitled to receive such communication in physical form, upon making a request

for the same, free of cost. For any communication, the Members may also send request(s) to the Company’s

investor e-mail id: [email protected].

19. Members who have not registered their e-mail address (es), so far, are requested to register their e-mail address(es),

in respect of electronic holdings with the Depository through their concerned Depository Participants, for receiving

all the communications including Annual Report, Notices, Circulars, etc. from the Company electronically. The

e-communication registration form is also available on the website of the Company and can be accessed

through the link http://investors.dionglobal.com/pdf/E-Communication-Registration-Form.pdf. Members who hold

shares in physical form are requested to register their e-mail address(es) by writing to Company’s Registar and

Transfer Agent i.e. M/s Karvy Computershare Private Limited or through e-mail at [email protected].

20. Pursuant to the provisions of Sections 205A and 205C of the Companies Act, 1956, and pursuant to the provisions

of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts

lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts

lying with the Company as on September 11, 2014 (date of last Annual General Meeting) on the website of the

Company (www.dionglobal.com), as also on the Ministry of Corporate Affairs website. Members are requested to

note that all unclaimed / unpaid application money pertaining to Rights Issue remaining unclaimed / unpaid for

a period of seven years from the date they became due for payment, in relation to the Company, has been

transferred to the Investor Education and Protection Fund established by the Central Government.

21. Members who hold shares in physical form in multiple folios in identical names or joint holding in the same order of

names are requested to send the share certificates to the Company’s Registrar and Transfer Agent , M/s Karvy

Computershare Private Limited, for consolidation into a single folio.

22. The Securities and Exchange Board of India has mandated the submission of Permanent Account Number (PAN)

by every participant in securities market. Members holding shares in electronic form are, therefore, requested to

submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members

holding shares in physical form can submit their PAN details to the Company’s Registrar and Transfer Agent i.e.

M/s. Karvy Computershare Private Limited.

23. The Notice of AGM will be sent to those Members/beneficial owners whose name will appear in the Register of

Members/ list of beneficiaries received from the depositories as on Friday, August 14, 2015. A person who is not a

member as on the cut-off date i.e. Friday September 11, 2015, should treat this Notice for information purposes

only.

24. Voting through Electronic Means

(1) In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the

Companies (Management and Administration) Rules, 2014 (as substituted by the Companies (Management

and Administration) Amendment Rules, 2015) and Clause 35B of the Listing Agreement entered into with the

BSE Limited, the Members are provided with the facility of voting through electronic means (“remote e-

voting”) on all the resolutions set forth in this Notice. In this regard, the Company has agreement with Karvy

Computershare Private Limited for facilitating remote e-voting to enable the Members to cast their votes

electronically. E-voting is optional.

(2) For the members who do not have access or cast their votes by remote e-voting, facility for voting through

polling paper shall be provided at the AGM and members attending the AGM who have not already

casted their votes by remote e-voting shall be able to cast their votes at the AGM. However, the members

who have casted their votes by remote e-voting prior to the date of the AGM may also attend the AGM but

shall not be entitled to cast their vote again.

(3) The Shareholders can opt for only one mode of voting i.e. remote e-voting or physical polling at the meeting.

In case of voting by both the modes, vote casted through remote e-voting will be considered final and

voting through physical ballot will not be considered.

7

(4) The instructions for members for remote e-voting are as under:

(I) A. In case a Member receives an e-mail from Karvy [for Members whose e-mail IDs are registered with the

Company’s Registar and Transfer Agent / Depository Participant(s)]:

(i) Launch internet browser by typing the following URL: https://evoting.karvy.com

(ii) Enter the login credentials (i.e. User ID and Password mentioned overleaf). Your Folio No./DP ID-

Client ID will be your User ID. However, if you are already registered with Karvy for e-voting, you can

use your existing User ID and password for casting your vote.

User – ID For Members holding shares in Demat Form:-a) For NSDL :-8 Character DP ID followed by 8 Digits Client IDb) For CDSL :-16 digits Beneficiary IDFor Members holding shares in Physical Form:-• EVENT NO. followed by Folio Number registered with the Company

Password In case of Shareholders who have not registered their e-mail address(es), theirUser-ID and Password is provided in the enclosed Attendance Slip / E-VotingForm for the AGM.

Captcha Enter the Verification code i.e. please enter the alphabets and numbers in theexact way as they are displayed for security reasons.

(iii) After entering these details appropriately, click on “LOGIN”.

(iv) You will now reach password change Menu wherein you are required to mandatorily change your

password. The new password shall comprise minimum 8 characters with at least one upper case (A-

Z), one lower case (a-z), one numeric (0-9) and a special character (@,#,$,etc.). The system will

prompt you to change your password and update your contact details like mobile number, e-mail

ID, etc. on first login and such details may be used for sending future communication(s). You may

also enter a secret question and answer of your choice to retrieve your password in case you forget

it. It is strongly recommended that you do not share your password with any other person and that you

take utmost care to keep your password confidential.

(v) You need to now Login again with the new credentials.

(vi) On successful login with new credentials, the system will prompt you to select the EVENT i.e. Dion

Global Solutions Limited.

(vii) Now you are ready for remote e-voting as Cast Vote page opens

(viii) On the voting page enter the number of shares (which represents the number of votes) as on the

cut-off date under “FOR/AGAINST” or alternatively, you may partially enter any number in “FOR”

and partially in “AGAINST” but the total number in “FOR/AGAINST” taken together should not

exceed your total shareholding as mentioned overleaf. You may also choose the option “ABSTAIN”

and the shares held will not be counted under either head.

(ix) you may then cast your vote by selecting an appropriate option and click on “Submit”.

(x) A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you click

OK, the message “Vote cast successfully” will be displayed and thereafter, you will not be allowed

to modify your vote.

During the remote e-voting period, Members can login any number of times till they have voted on

the Resolution(s).

(xi) Members holding multiple folios / demat accounts shall choose the voting process separately for

each of the folios / demat accounts.

(xii) Voting has to be done for each item of the Notice separately. In case you do not desire to cast your

vote on any specific item it will be treated as abstained.

(xiii) Corporate / Institutional Members (i.e. other than Individuals, HUF, NRI, etc.) are also required to

send scanned certified true copy (PDF Format) of the Board Resolution / Authority Letter, etc.,

together with attested specimen signature(s) of the duly authorized representative(s), who are

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authorized to vote, to the Scrutinizer at e-mail ID: [email protected]. They may also

upload the same in the e-voting module in their login. The scanned image of the above mentioned

documents should be in the naming format “Corporate Name_EVENT NO.”

B. In case a Member receives physical copy of the Notice of AGM [for Members whose e-mail IDs are not

registered with the Company / Depository Participant(s)]:

(i) User ID and initial password will be as provided in the enclosed Attendance Slip / E-Voting Form for

the AGM.

(ii) Please follow all steps from Sr. No. (i) to (xiii) as mentioned in (A) above, to cast your vote.

II . Other Instructions

(i) The remote e-voting period commences on Tuesday, September 15, 2015 (from 9.00 a.m. IST) and ends on

Thursday, September 17, 2015 (upto 5.00 p.m. IST). During this period, Members of the Company, holding

shares either in physical form or in dematerialized form, as on Friday, September 11, 2015, (i.e. cut-off

date), may cast their vote electronically. The e-voting module shall be forthwith blocked by Karvy for

voting thereafter. Once the vote on a resolution is cast by the Member, he / she shall not be allowed to

change it subsequently or cast the vote again at the AGM.

(ii) In case of any queries, you may refer the Frequently Asked Questions (FAQs) for shareholders and

e-voting User Manual for shareholders available at the download section of https://evoting.karvy.com or

contact Mr. Varghese PA of Karvy Computershare Pvt. Ltd. at 040 44655000 or at 1800 345 4001 (toll free).

(iii) The voting rights of the Members for remote e-voting and physical voting shall be in proportion to the

paid-up value of their shares in the equity capital of the Company as on the cut-off date, being Friday,

September 11, 2015.

(iv) Any person who becomes a Member of the Company after dispatch of this Notice and holding shares

as on the cut-off date i.e. September 11, 2015 may send an e-mail request to the Company’s Registrar

and Transfer Agent, Karvy Computershare Private limited at [email protected] to obtain the User

ID and Password to cast its vote by remote e-voting.

(v) The Board of Directors has appointed CS Sanjay Grover, Company Secretary in Whole-time Practice

(Membership No. 4223) as a Scrutinizer to scrutinize the physical voting and remote e-voting process in a

fair and transparent manner.

(vi) The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the votes casted

at the AGM by ballot paper and thereafter unblock the votes casted through remote e-voting in the

presence of at least two (2) witnesses not in employment of the Company.

(vii) Thereafter,the Scrutinizer shall within a period of not later than 3 (Three) days from the conclusion of the

AGM make a Consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the

Chairman of the meeting or any person authorized by him in writing.

(viii)The results of the voting shall be declared after the submission of Consolidated Secrutinizer’s Report

either by Chairman of the Meeting or by any person authorized by him in writing and the resolutions shall

be deemed to be passed on the AGM date subject to receipt of the requisite number of votes in favour

of the Resolutions.

(iX) The results declared along with the Scrutinizer’s Report(s) will be available on the website of the Company

(www.dionglobal.com) and on Karvy’s website (https://evoting.karvy.com) immediately after the result

is declared by the Chairman and communication of the same to the BSE Limited.




9

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

ITEM NOS. 4, 5 & 6

The Board of Directors of the Company (the ‘Board’), on May 11, 2015 had appointed Mr. Balinder Singh Dhillon as an

Additional Director (in the category of Non-Executive Non-Independent Director) and on August 04, 2015 had

appointed Mr. Daljit Singh and Mr. Varun Sood as Additional Directors (in the category of Non-Executive Non-

Independent Director) on the Board of the Company pursuant to the provisions of Section 161 of the Companies Act,

2013 (the ‘Act’) and the Articles of Association of the Company.

In terms of the provisions of Section 161 of the Act, Mr. Balinder Singh Dhillon, Mr. Daljit Singh and Mr. Varun Sood

would hold office upto the date of the ensuing Annual General Meeting (“AGM”) of the Company.

The Nomination and Remuneration Committee of the Board has recommended the appointment of Mr. Balinder

Singh Dhillon, Mr. Daljit Singh and Mr. Varun Sood as Non-Execitive Non-Independent Directors of the Company.

The Board, subject to the approval of the Members at the ensuing AGM, has also recommended their appointment

as Non-Executive Non-Independent Directors liable to retire by rotation.

The Company has received notices in writing from a Member along with the deposit of the requisite amount under

Section 160 of the Act proposing their candidature for the office of Director of the Company.

The Company has received from each of Mr. Balinder Singh Dhillon, Mr. Daljit Singh and Mr. Varun Sood, declarations

that they are not disqualified from being appointed as Directors in terms of Section 164 of the Act and their consents

to act as Directors.

Mr. Balinder Singh Dhillon has more than 23 years of experience in corporate law, governance, risk management,

and strategic planning and implementation.

Mr. Daljit Singh has over 40 years of rich management experience in the Corporate sector. His key experience and

achievements have been in the areas of developing progressive HR strategies and ensuring their implementation,

organizational restructuring, building a high performance culture and leading teams to deliver business value.

Mr. Varun Sood is the CIO and Head – Strategic Initiatives at Fortis Healthcare, India’s fastest growing healthcare

delivery company. He is currently spearheading efforts at integrating and transforming the Fortis using Information

technology as a key business driver and a source of competitive advantage for the Fortis.

Details of Mr. Balinder Singh Dhillon, Mr. Daljit Singh and Mr. Varun Sood as stipulated under Clause 49 of the Listing

Agreement and informations as reqired under Secretarial Standards issued by the Institute of Company Secretaries

of India and approved by the Central Government, have been given in the annexure attached to this Notice.

Keeping in view their vast experience and knowledge, it will be in interest of the Company that Mr. Balinder Singh

Dhillon, Mr. Daljit Singh and Mr. Varun Sood be appointed as Directors of the Company.

Save and except Mr. Balinder Singh Dhillon, Mr. Daljit Singh and Mr. Varun Sood, none of the other Directors/ Key

Managerial Personnel of the Company/ their relatives are, in any way, concerned or interested, financially or

otherwise, in the resolutions set out at Item Nos. 4, 5 & 6 of this Notice.

There is no inter-se relationship between the Directors on the Board of the Company.

The Board recommends the resolutions as set forth in Item Nos. 4, 5 & 6 of this Notice for the approval of the Members

as Ordinary Resolutions.

ITEM NOS. 7, 8 & 9

The Board of Directors of the Company (the ‘Board’), on May 11, 2015 had appointed Mr. Rashi Dhir and

Dr. Vandana Nadig Nair as Additional Directors (in the category of Non-Executive Independent Director) and on

August 04, 2015 had appointed Dr. Gaurav Laroia as an Additional Director (in the category of Non-Executive

Independent Director) pursuant to the provisions of Section 161 of the Companies Act, 2013 (the ‘Act’) and the

Articles of Association of the Company.

In terms of the provisions of Section 161 of the Act, 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.

www.dionglobal.com

The Nomination and Remuneration Committee of the Board has recommended the appointment of Mr. Rashi Dhir

and Dr. Vandana Nadig Nair as Independent Directors to hold office for a term of 5 (Five) consecutive years

commencing from May 11, 2015 and Dr. Gaurav Laroia as an Independent Director to hold office for a term of 5 (Five)

consecutive years commencing from August 04, 2015.

The Board, subject to the approval of the Members at the ensuing AGM, has also recommended their appointment

as Independent Directors. They are not liable to retire by rotation.

The Company has received notices in writing from a Member along with the deposit of requisite amount under

Section 160 of the Act proposing the candidatures of each of Mr. Rashi Dhir, Dr. Vandana Nadig Nair and

Dr. Gaurav Laroia for the office of Director of the Company.

The Company has received from each of Mr. Rashi Dhir, Dr. Vandana Nadig Nair and Dr. Gaurav Laroia (i) consent

in writing to act as Director in Form DIR-2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors)

Rules 2014, (ii) an intimation in Form DIR-8 in terms of Rule 14 of Companies (Appointment & Qualification of Directors)

Rules, 2014, to the effect that they are not disqualified under Section 164(2) of the Act, and (iii) a declaration to the

effect that they meets the criteria of independence as provided in Section 149 (6) of the Act.

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.

Copy of the draft letters for respective appointments of Mr. Rashi Dhir, Dr. Vandana Nadig Nair and Dr. Gaurav

Laroia as Independent Directors setting out the terms and conditions are available for inspection without any fee by

Members at the Registered Office as well as the Corporate Office of the Company, during normal business hours (9.30

AM to 5.30 PM) on all working days except Saturdays, up to and including the date of the AGM of the Company and

will also be available for inspection at the AGM.

Mr. Rashi Dhir is a Senior Partner at DMD Advocates and heads the Firm’s Corporate and Tax Transactional Group.

With 22 years of corporate and international transactional experience, he brings a unique blend of business thinking

and strategy to structuring, negotiating and closing complex commercial and corporate transactions.

Dr. Vandana Nadig Nair has a rich experience of 23 years across teaching, Business HR roles and consulting. Through

her entrepreneurial skills she has built & developed organizations to design and deliver strategic talent-related

solutions, as well as to serve to bridge the corporate and social worlds.

Dr. Gaurav Laroia has over 15 years of operational experience in the Pharmaceutical industry (at Sanofi Aventis and

Merck) and in Healthcare focused management consulting at McKinsey & Company in India and the US.

Details of Mr. Rashi Dhir, Dr. Vandana Nadig Nair and Dr. Gaurav Laroia, as stipulatd under Clause 49 of the Listing

Agreement and informations as required under Secetarials Standards issued by the Institute of Company Secretaries

of India and approved by the Central Goverment, have been given in the annexure attached to this Notice.

Save and except Mr. Rashi Dhir, Dr. Vandana Nadig Nair and Dr. Gaurav Laroia, none of the other Directors/ Key

Managerial Personnel of the Company/ their relatives are, in any way, concerned or interested, financially or

otherwise, in the resolutions set out at Item Nos. 7, 8 & 9 of this Notice.

There is no inter-se relationship between the Directors on the Board of the Company.

The Board considers that their continued association would be of immense benefit to the Company and it will be

desirable to continue to avail their services as Independent Directors and accordingly, recommends the resolutions

set forth in Item Nos. 7, 8 & 9 of this Notice for the approval of the Members as Ordinary Resolutions.

ITEM NO. 10

The existing Articles of Association (“AoA”) of the Company are based on the Companies Act, 1956 and several

regulations in the existing AoA contain references to specific sections of the Companies Act, 1956 and some regulations

in the existing AoA are no longer in conformity with the Companies Act, 2013 (“the Act”). The Act is now largely in force

with the Rules enacted thereon.

Hence, with the new Act coming into force and and considering most of the sections under the Act, been notified by

1 1

the Ministry of Corporate Affairs, it is expedient to replace the existing set of AoA by adopting new set of AoA.

The new set of AoA to be substituted in place of the existing set of AoA are based on Table ‘F’ of Schedule I of the Act

which sets out the model Articles of Association for a Company limited by Shares. The Members attention is invited to

certain salient provisions in the new set of AoA of the Company viz:

(a) existing articles have been streamlined and aligned with the Act;

(b) the statutory provisions of the Act which permits a company to do some acts “if so authorized by its articles” or

provisions which require a company to do acts in a prescribed manner “unless the articles otherwise provide”

have been specifically included.

The proposed new set of AoA is being uploaded on the Company’s website, for perusal by the Members. The

proposed new set of AoA is also available for inspection at the Registered Office as well as the Corporate Office of the

Company on all working days during normal business hours (9.30 AM to 5.30 PM) excluding Saturdays upto the date

of the AGM and will also be available for inspection at the AGM.

None of the Directors or Key Managerial Personnel of the Company or their relatives is/are, in any way, concerned or

interested, financially or otherwise, in the resolution set out at Item No. 10 of this Notice except to the extent of their

respective shareholding in the Company, if any.

The Board recommends the resolution as set forth in Item No. 10 of this Notice for the approval of the Members as a

Special Resolution.

ITEM NO. 11

The Companies Act, 2013 (“the Act”) aims to ensure transparency in the transactions and dealings between the

related parties of the Company. The provisions of Section 188(1) of the Act that govern the Related Party Transactions,

requires that for entering into any contract or arrangement as mentioned herein below with the related party(ies),

the Company must obtain prior approval of the Board of Directors and of the Members by way of a Special

Resolution, in case the threshold limits are exceeded:

1. Sale, purchase or supply of any goods or materials;

2. Selling or otherwise disposing of, or buying, property of any kind;

3. Leasing of property of any kind;

4. Availing or rendering of any services;

5. Appointment of any agent for purchases or sale of goods, materials, services or property;

6. Such related party’s appointment to any office or place of profit in the company, its subsidiary company or

associate company; and

7. Underwriting the subscription of any securities or derivatives thereof, of the Company.

It is further provided that nothing in this sub- section shall apply to any transaction entered into by the Company

which are entered in its ordinary course of business and are at arm’s length.

The related party transactions the Company enters into are in the ordinary course of business and at arm’s length

basis, however, as per the amended Clause 49 of the Listing Agreement, all related party transactions even though

exempted under Section 188(1) of the Act, have to be approved by the Members by way of a special resolution in

case such transactions are of material nature as defined in Clause 49 of the Listing Agreement, i.e. the transaction

exceeds 10% of annual consolidated turnover of a Company as per the last audited financial statements of the

Company and in case of the ongoing transactions, the companies are required to obtain shareholders’ approval in

the first general meeting held after October 1, 2014.

The Board of Directors of the Company took note that the Company being in existence since long into IT business,

thus, may extend/need the support/avail or render services from/to its Group Companies.

In the light of provisions of the Listing Agreement, the Board of Directors of your Company has approved the transactions

along with annual limit that your Company may enter into with the related parties. All the transactions put up for

approval are in ordinary course of business and at arm’s length basis.

www.dionglobal.comwww.dionglobal.com

Since the aggregate of all transactions with the related parties mentioned in the Item No. 11 may meet the criteria

of materiality, the Company is under an obligation to seek the approval of its Shareholders by way of a Special

Resolution. It is, therefore, proposed to seek approval of such transactions which are either existing or proposed to be

entered into by the Company with related parties mentioned in the Item No. 11 by way of a Special Resolution.

The particulars of the transactions pursuant to the provisions of Section 188 and Clause 49 of the Listing Agreement

are as under:

S. Name of the Name of the Nature of Nature, Material terms/ Any otherNo. Related Party Director/ KMP Relationship monetary value and information

who is related particulars of the relevant or importantand nature of contract or arrangement for the Members

their relationship to take a decision

1. Oscar Investments None Enterprises overLimited which Promoters

is able to exercisesignificant influence.

2. RHC Holding None -do- -do-Private Limited

3. RHC IT Solutions None -do- -do-Private Limited

The Members are further informed that no member/s of the Company, being a related party or having any interest

in the resolution as set out at Item No. 11, shall be entitled to vote on this Special Resolution.

Copies of the agreements as specified in the Resolution at Item No. 11 of the Notice are available for inspection by

Members at the Registered Office as well as the Corporate Office of the Company during normal business hours (9.30

AM to 5.30 PM) on all working days except Saturdays, upto and including the date of the AGM of the Company and

will also be available for inspection at the AGM.

None of the Directors or Key Managerial Personnel of the Company or their relatives is/are, in any way, concerned or

interested, financially or otherwise, in the resolution set out at Item No. 11 of this Notice except to the extent of their

respective shareholding in the Company, if any.

The Promoters of the Company i.e. Mr. Malvinder Mohan Singh and Mr. Shivinder Mohan Singh are also promoters

of /having control (directly/indirectly) in Oscar Investments Limited, RHC Holding Private Limited and RHC IT Solutions

Private Limited. Hence, they are also deemed to be interested in the resolution.

The Board of Directors of the Company recommends the resolution as set forth in Item No. 11 of this Notice for the

approval of the Members as a Special Resolution.




Existing / Fresh LoanAgreements and itsrenewal for availing ofadvances / loans &Corporate Guarantee forordinary businessrequirements of theCompany, subject to themaximum of Rs. 100 Croresper annum.

Existing / Fresh LoanAgreements and itsrenewal for availing ofadvances / loans &Corporate Guarantee forordinary businessrequirements of theCompany, subject to themaximum of Rs. 100 Croresper annum.

Existing / Fresh LoanAgreements and its renewalfor grant of loans subject tothe maximum of Rs. 60Crores per annum.

The agreements areentered in the ordi-nary course of busi-ness and on arm’slength basis and allfactors relevant tothe contract havebeen considered bythe Board.

1 3

Details of Directors recommended for re-appointement/appointment at the Annual General Meeting (as stipulatedunder Clause 49 of the Listing Agreement and Secretarial Standards issued by the Institute of Company Secretaries ofIndia and approved by the Central Government)

Mr. Maninder Singh Grewal

Profile

Mr. Maninder Singh Grewal, aged 64 years, has over 26 years of experience in the information technology sector and

has been intimately involved in the growth of the industry. His exposure to computing and information technology

started from computer simulation courses at IIT Kharagpur where he graduated with a degree in Mechanical

Engineering.

He was associated with Wipro from 1989 as their principal vendor in the North and was instrumental in the migration

to electronic trading at the Ludhiana Stock Exchange and multiple implementations of ERP/SAP. His experience in

Healthcare IT goes back to 1989 when his team worked on the systems and software developed for 2 large teaching

hospitals in North India.

He joined the Religare/Fortis group in 2006 and an early challenge was to deliver a full technology refresh in a highly

regulated and compliant environment covering the full scope of IT including global SAP, Messaging and

Communications and pharma specific applications.

As Managing Director at Religare Technova , he started the BFSI IT vertical with acquisitions in India and Australia.

Religare Technova Ltd is now known as Dion Global Solutions Limited (Dion) and with 3 more acquisitions, delivers

critical IT risk, compliance and operations products to the BFSI industry in over 20 countries. He is currently a Director

at Dion.

He is currently the Chairman and Managing Director of HealthFore Technologies Limited (HealthFore) focusing on

Healthcare IT. While mHealth leverages mobility, a team is dedicated to developing core state of the art hospital

information systems. Dion and HealthFore now have 1000+ employees globally with acquisitions and organic growth

aligned to BFSI and HealthCare IT.

His responsibilities include advising the promoter group on Technology and IT strategy and in making IT a key enabler

in their growth. He has given many keynotes in Industry forums and is the Chairman for the NASSCOM Regional

Council for Noida as also the Chairman of the Board of Dion. He travels widely and is an avid Bridge player.

Mr. Maninder Singh Grewal joined the Board of Directors of the Company on September 19, 2006.

Mr. Maninder Singh Grewal holds 2,64,184 Equity Shares of the Company as on date.

Directorships held in other Companies as on date (excluding foreign companies and companies registered underSection 8 of the Companies Act, 2013)

1) HealthFore Technologies Limited (Formerly known as Religare Technologies Limited)

2) OliveRays Innovations Limited

3) I Prime Services Private Limited

4) Ligare Aviation Limited

Memberships/ Chairmanships of Committees held in other Indian Public Limited Companies except companiesregistered under Section 8 of the Companies Act, 2013, as on date (includes only Audit Committee and Stakeholders’Relationship Committee)

1) HealthFore Technologies Limited:

Member - Audit Committee

Member - Stakeholders Relationship Committee

Mr. Maninder Singh Grewal has no relationship with other Directors & Key Managerial Personnel of the Company.

Mr. Grewal has attended 5 (Five) Meetings of the Board held during the financial year 2014-15.

www.dionglobal.com

Mr. Balinder Singh Dhillon

Profile

Mr. Balinder Singh Dhillon, aged 49 years, is associated with the Singh Group (RHC Holding Pvt. Limited) in an

executive capacity. As Group President – Corporate Governance, he has supervisory responsibility over the

governance functions (Legal, Audit, Risk and Company Secretarial). As a member of the group senior management

team, he also develops and leads key strategic initiatives.

Having worked as counsel in practice and with corporate houses such as Hindustan Unilever Limited, INTRIA Items

Inc., (a wholly owned subsidiary of CIBC Bank, Canada) and Fortis Healthcare Limited, he has more than 23 years of

experience in corporate law, governance, risk management and strategic planning and implementation.

Mr. Dhillon graduated from the Punjab University and is a member of the Institute of Company Secretaries of India

and the Bar Council of India. He holds a Master of Laws degree from McGill University, Canada. As a member of the

Law Society of Upper Canada, he completed his accreditation under a Certificate of Qualification equivalent to a

Graduate of Law through the Law Faculty, University of Toronto, Canada.

Mr. Dhillon has in the past been associated with various corporate boards as a member.

Mr. Balinder Singh Dhillon joined the Board of Directors of the Company on May 11, 2015.

Mr. Balinder Singh Dhillon does not hold any Equity Shares of the Company as on date.

Directorships held in other companies as on date (excluding foreign companies and companies registered underSection 8 of the Companies Act, 2013,)

1) Valise Consultancy India Private Limited

Memberships/Chairmanships of Committees held in other Indian Public Limited Companies except companies registeredunder Section 8 of the Companies Act, 2013, as on date (includes only Audit Committee and Stakeholders RelationshipCommittee)

Nil

Mr. Balinder Singh Dhillon has no relationship with other Directors & Key Managerial Personnel of the Company. Mr. Dhillon

was appointed on May 11, 2015 and therefore, he has not attended any Board Meeting during the financial year 2014-15.

Mr. Daljit Singh

Profile

Mr. Daljit Singh, aged 62 years,is the President-Fortis Healthcare Limited, Chairman-Malar Hospitals, and a Director on

the Board of Lanka Hospitals Corporation Plc. During his tenure of 12 years with Fortis, he has led the Company’s

Projects Function, Strategy and Organizational Development Functions and has held the office of the Chief Executive

Officer. He has over 40 yrs of rich management experience in the Corporate sector.

Mr. Singh has been a pivotal member of the top management team of Fortis Healthcare that conceptualized,

formulated and implemented Fortis’ growth strategy to position it as India’s leading Healthcare delivery organization

in a short span of almost 13 years.

Prior to joining Fortis, Mr. Singh was on the Board of Directors of ICI India, a subsidiary of the British Multinational,

Imperial Chemicals Industry plc, as the Executive Director in charge of Human Resources, Manufacturing, External

Relations and Communications. Amongst key responsibilities held at ICI India, he was the Chief Executive for

Pharmaceuticals, Specialties and Catalyst businesses. He was member of the ICI Global Manufacturing Group, SSHE

Excellence Group and the Global HR Forum. His key experience and achievements have been in the areas of

developing progressive HR strategies and ensuring their implementation, organizational restructuring, building a high

performance culture and leading teams to deliver business value. He has successfully planned and executed

significant change programs.

Mr. Singh is an acknowledged expert and thought leader in the domain of Healthcare Delivery.

He has represented Fortis at Industry forums like the CII and FICCI and led several healthcare related committees. He

is an active participant on the World Economic Forum platform and is on a number of Steering Boards constituted by

the Forum to guide a number of major Global projects: “Scenarios for Sustainable Health Systems”, “The Healthy

Living Charter”, and “Health Systems Leapfrogging”. He is also on the Forum’s Advisory Board on “The Economic

Burden of Non Communicable Diseases in India”. He has spoken on panels and presented to Indian and International

audiences on themes related to Healthcare.

A certified Life and Executive Coach, he works with Senior Management to enhance personal performance and

fulfillment. He also leads and facilitates workshops on Strategy, Business Planning & Leadership.

1 5

A graduate from the Indian Institute of Technology, Delhi, Mr. Singh was a Commonwealth Scholar to the Senior

Management Programme at the Manchester Business School. With an outstanding track record in the field of

athletics, his current interests include athletics, high altitude trekking, adventure sports, spirituality, music and reading.

Mr. Daljit Singh joined the Board of Directors of the Company on August 04, 2015.

Mr. Daljit Singh does not hold any Equity Shares of the Company as on date.

Directorships held in other companies as on date (excluding foreign companies and companies registered underSection 8 of the Companies Act, 2013)

1) Fortis Emergency Services Limited

2) Fortis Hospotel Limited

3) Reliant Healthcare Consultancy Private Limited

4) Health is Wealth Media Private Limited

5) Fortis Hospitals Limited

6) Fortis La Femme Limited

7) Birdie & Birdie Realtors Private Limited

8) Fortis Malar Hospitals Limited


1) Fortis Malar Hospitals Limited:Member - Audit & Risk Management Committee

Member - Stakeholders Relationship Committee

2) Fortis Hospotel Limited:Member - Audit & Risk Management Committee

Mr. Daljit Singh has no relationship with other Directors & Key Managerial Personnel of the Company. Mr. Singh was

appointed on August 04, 2015, and therefore, he has not attended any Board Meeting during the financial year 2014-15.

Mr. Varun Sood

Profile

Mr. Varun Sood, aged 39 years, is CIO and Head – Strategic Initiatives at Fortis Healthcare, India’s fastest growing

healthcare delivery company. Varun is currently spearheading efforts at integrating and transforming the company

using Information technology as a key business driver and a source of competitive advantage for the company.

Prior to joining Fortis, Varun worked with Ranbaxy Laboratories Ltd and the Compunnel Software Group where,

among other engagements, he worked with Price Waterhouse Coopers and telecom major, Verizon.

After garnering valuable experience of close to a decade, in various operational roles in information technology,

including business solutions and business process re-engineering & optimization, Varun worked in senior positions, for

seven years, comprehensively addressing all aspects of business. During this period he drove the integration of

multiple business acquisitions from synergy evaluation to realization, conceptualized and implemented large

organization development initiatives and led strategy development efforts to address critical business transformation

needs.

Mr. Sood has substantial experience across multiple industries, functions, geographies and cultures, and has lived

and worked in India, USA and South Africa.

Mr. Sood is the Co-Chair at the Confederation of Indian Industry (CII) CIO Forum for 2015-2016.

Mr. Varun Sood joined the Board of Directors of the Company on August 04, 2015.

Mr. Varun Sood does not hold any Equity Shares of the Company as on date.


i. Escorts Heart Institute and Research Centre Limited

ii. Fortis Cancer Care Limited

iii. Fortis Health staff Limited

iv. Valise Consultancy India Private Limited

www.dionglobal.com

Memberships/Chairmanships of Committees held in other Indian Public Limited companies except companies registeredunder Section 8 of the Companies Act, 2013, as on date (includes only Audit Committee and Stakeholders RelationshipCommittee)

NIL

Mr. Varun Sood has no relationship with other Directors, & Key Managerial Personnel of the Company. Mr. Sood was

appointed on August 04, 2015 and therefore, he has not attended any Board Meeting during the financial year 2014-15.

Mr. Rashi Dhir

Profile

Mr. Rashi Dhir, aged 46 years, is a Senior Partner at DMD Advocates and heads the Firm’s Corporate and Tax

Transactional Group. With twenty two years of corporate and international transactional experience, Mr. Dhir brings

a unique blend of business thinking and strategy to structuring, negotiating and closing complex commercial and

corporate transactions.

Mr. Dhir advises multi-national companies, including a number of Fortune 500 companies, private equity funds,

financial institutions and business houses globally and in India in areas pertaining to mergers and acquisitions, joint

ventures, investments, asset management (private equity funds and hedge funds), project financing, corporate

restructuring, structured investments, securitization, structured finance, capital markets and general corporate matters.

Mr. Dhir’s background in economics, accountancy and finance brings a practical and risk based holistic approach

to the practice of law which seamlessly and effectively combines the litigation, tax and corporate talent and

strength of the firm to deliver the best solution to its clients.

Mr. Dhir has worked with clients to create risk management systems, and legal and compliance infrastructures and

has assisted clients to develop first of its kind financial products and structures. His problem solving skills as a business

lawyer have led him to be a successful mediator of complex commercial and corporate disputes without going

through protracted litigation.

Mr. Dhir earned his LL.M. from Harvard Law School, Boston, USA and his LL.B. from Delhi University, India. He is an

active member of USIBC and co-chairs the Tax Committee of USIBC.

As part of the Board of Directors of number of companies in the USA and India, Mr. Dhir advices directors and senior

management on various issues pertaining to corporate law and compliance, and assists in creating drawing business

and legal strategies.

Mr. Dhir worked for over fifteen years in New York; first as a senior member of the Global Financial Products Group of Clifford

Chance in New York and then as a Managing Director and General Counsel for leading financial institutions. Mr. Dhir’s

transactional experience ranges over multiple jurisdictions: United States, India ASPAC, Europe and South America.

Mr. Rashi Dhir joined the Board of Directors of the Company on May 11, 2015.

Mr. Rashi Dhir does not hold any Equity Shares of the Company as on date.

Directorships held in other companies as on date (excluding foreign companies and companies registered underSection 8 of the Companies Act, 2013)1) Alef Mobitech Private Limited

2) RWL Healthworld Limited

Memberships/Chairmanships of Committees held in other Indian Public Limited Companies except companies registeredunder Section 8 of the Companies Act, 2013,as on date (includes only Audit Committee and Stakeholders RelationshipCommittee)

1) RWL Healthworld Limited

Member – Audit Committee

Mr. Rashi Dhir has no relationship with other Directors & Key Managerial Personnel of the Company. Mr. Dhir was

appointed on May 11, 2015 and therefore, he has not attended any Board Meeting during the financial year 2014-15.

Dr. Vandana Nadig Nair

Profile

Dr. Vandana Nadig Nair, aged 46 years, holds a Ph.D. in Industrial / Organizational Psychology from Central Michigan

University. She has 23 years of work experience across teaching, Business HR roles and consulting.

Post a couple of years in teaching and consulting, Vandana returned to India to join Hindustan Unilever Limited in

the Human Resources function. She was responsible for introducing some innovative leadership development

practices to help leaders understand their strengths and gaps.

1 7

She then moved on to head HR for a boutique IT company, Torry Harris Business Solutions where she was part of the

core team that helped grow the nascent organization and put in place critical systems and processes in HR.

In 2000, the entrepreneurial bug bit and Vandana moved on to set up CoCoon (www.cocoonconsulting.com), a

niche firm that designs and delivers strategic talent-related solutions. At CoCoon, Vandana has played a significant

role in growing the leadership development practice. She has been instrumental in designing a couple of leadership

development productized solutions that are aimed at Senior leaders including leadership assessments and coaching.

She has worked closely with Senior Leaders within organizations in the capacity of a ‘thinktank’ and has co-created

custom solutions with them to help them address their most pressing strategic talent issues.

In 2012, Vandana set up Phicus Social Solutions (www.phicus.org), a Section 8 company that focuses on helping

social impact organizations, projects, programs and individuals grow and scale. At Phicus, Vandana works closely

with Heads of social impact organizations in charting their growth roadmap, across sectors including Education, HIV

Aids, Anti Trafficking, a range of social enterprises as well as Heads of Foundations and CSR arms of corporates. She

anchors the growth and expansion of the Phicus network of associations and collaborations that serve to bridge the

corporate and social worlds and drives the Social Innovation Labs practice in Phicus.

Dr. Vandana joined the Board of Directors of the Company on May 11, 2015.

Dr. Vandana does not hold any Equity Shares of the Company as on date.

Directorships held in other Companies as on date (excluding foreign companies and companies registered underSection 8 of the Companies Act, 2013)

1 ) Elderaid Wellness Private Limited

Memberships/Chairmanships of Committees held in other India Public Limited Companies except companies registeredunder Section 8 of the Companies Act, 2013, as on date (includes only Audit Committee and Stakeholders RelationshipCommittee)

Nil

Dr. Vandana Nadig Nair has no relationship with other Directors & Key Managerial Personnel of the Company.

Dr. Vandana was appointed on May 11, 2015 and therefore, she has not attended any Board Meeting during the

financial year 2014-15.

Dr. Gaurav Laroia

Profile

Dr. Gaurav Laroia, aged 43 years, holds a PhD in Molecular Biology from New York University, MS in Genetics from The

University of Cambridge UK, Six Sigma Green Belt and Certificate in Financial Analysis with over 15 years of operatinal

experience in the Pharmaceutical Industry (at Sanofi Aventis and Merck) and in Healthcare focused management

consulting at McKinsey & Company in India and the US.

Experience across functional areas- Country Sales Operations, Global Marketing and branding, Regional and Country

Business Development, Alliance Management and R&D - across geographies (US, EU and Asia). Experience leading

across - functional teams in a matrix environment to deliver business results.

Winner of prestigious innovation a wards such a CII, Golden Peacock, Manthan, OPPI, Scrips, etc. Well published in

editorials such as Times of India, Hindu Business Line, etc. and leading scientific and business journals like SCIENCE,

Proceedings of the National Academy of SCIENCE, Research and Technology management, etc. Member of the

Editorial Board of leading global biotechnology journal MAbs—-Landes Bioscience. Recipient of scholarships such as

Cambridge Centenary, Tata, Times of India, etc.

Dr. Gaurav Laroia joined the Board of Directors of the Company on August 04, 2015.

Dr. Gaurav Laroia does not hold any Equity Shares of the Company as on date.


Nil


Nil

Dr. Gaurav Laroia has no relationship with other Directors & Key Managerial Personnel of the Company. Dr. Laroia was

appointed on August 04, 2015 and therefore, he has not attended any Board Meeting during the financial year 2014-15.

www.dionglobal.com

1 9


CIN: L74899DL1994PLC05832Tel.: +91-11-39125000, Fax: +91-11-39126117

E-mail: [email protected]/ Website: www.dionglobal.com.

PROXY FORM

(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies(Management and Administration) Rules, 2014)

Name of the Member(s): _____________________________________________________________________________

Registered address: ____________________________________________________________________________________

E-mail Id: _____________________________________________________________________________________________

Folio No. ______________________________________________________________________________________________

DP ID & Client ID*. ______________________________________________________________________________________

I / We, being the member(s) of ....................................................... Shares of Dion Global Solutions Limited hereby

appoint

1. Name: ____________________________________________________________________________________________

Address: _________________________________________________________________________________________

E-mail Id: ________________________________________ Signature: ______________________________________

or failing him/her

2. Name: ____________________________________________________________________________________________

Address: _________________________________________________________________________________________


or failing him/her

3. Name: ____________________________________________________________________________________________

Address: _________________________________________________________________________________________


as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 20th Annual General

Meeting of the Company to be held on Friday, September 18, 2015 at 10.00 A.M. at Sri Sathya Sai International

Centre, Pragati Vihar, Lodhi Road, New Delhi - 110003 and at any adjournment thereof in respect of such

resolutions as are indicated below:

Resolution No. Subject Matter of the Resolution Optional**

For Against

Ordinary Business

1 Adoption of the Audited Standalone Financial Statementsof the Company for the financial year ended March 31,2015 together with Reports of the Board of Directors andAuditors thereon and the Audited Consolidated FinancialStatements of the Company for the financial year endedMarch 31, 2015 including Auditors Report thereon.

2 Re-appointment of Mr. Maninder Singh Grewal who retiresby rotation

3 Ratification of appointment of Statutory Auditors andfixing their remuneration

Resolution No. Subject Matter of the Resolution Optional**

For Against

Special Business4 Appointment of Mr. Balinder Singh Dhillon as a Director

5 Appointment of Mr. Daljit Singh as a Director

6 Appointment of Mr. Varun Sood as a Director

7 Appointment of Mr. Rashi Dhir as an Independent Director

8 Appointment of Dr. Vandana Nadig Nair as anIndependent Director

9 Appointment of Dr. Gaurav Laroia as an IndependentDirector

10 Adoption of new set of Articles of Association of theCompany

11 Approval for entering into Related Party Transactions

*Applicable for investors holding shares in electronic form.

Signed this ...................................... day of ........................................... 2015

Signature of Member ............................................................

.................................................... ............................................................ ..................................................Signature of first proxy holder Signature of second proxy holder Signature of third proxy holder

Notes:

(1) This form of proxy in order to be effective should be duly completed and deposited at the RegisteredOffice of the Company not less than 48 hours before the commencement of the Meeting.

(2) A Proxy need not be a Member of the Company.

(3) A person can act as a proxy on behalf of members not exceeding 50 (Fifty) and holding in the aggregatenot more than 10% of the total share capital of the Company carrying voting rights. In case a proxy isproposed to be appointed by a member holding more than 10% of the total share capital of theCompany carrying voting rights then such proxy shall not act as a proxy for any other person orshareholder.

(4) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy,shall be accepted to the exclusion of the vote of the other joint holders. Seniority shall be determinedby the order in which the names stand in the Register of Members.

(5) The submission by a Member of this form of proxy will not preclude such member from attending inperson and voting at the meeting.

**(6)This is only optional. Please put a ‘X’ in the appropriate column against the resolutions indicated in theBox. If a Member leaves the ‘For’ or ‘Against’ column blank against any or all the resolutions, your Proxywill be entitled to vote in the manner as he/she thinks appropriate.

AffixRe. 1

RevenueStamp

www.dionglobal.com


CIN: L74899DL1994PLC058032

Tel.: +91-11-39125000, Fax: +91-11-39126117

E-mail: [email protected]/Website: www.dionglobal.com

ATTENDANCE SLIP / E-VOTING FORMPlease fill attendance slip and hand it over at the entrance of the meeting hall

Name of the Sole / First Holder

Registered Address

Registered Folio No. /DP ID & Client ID No. *

Name(s) of the Joint Holder(s), if any

No. of Shares held

I/We hereby record my/our presence at the 20th Annual General Meeting of the Company held on Friday, September18, 2015 at 10:00 A.M. at Sri Sathya Sai International Centre, Pragati Vihar, Lodhi Road, New Delhi - 110003.

Signature of the Shareholder or Proxy** __________________________________________________________________________________

*Applicable for investors holding shares in electronic form.

**Strike out whichever is not applicable

FOR ATTENTION OF THE SHAREHOLDER

Shareholders may please note the User ID and Password given below for the purpose of remote e-voting in terms ofSection 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration)Rules, 2014 (as amended). Please read carefully the detailed instructions for remote e-voting given out at NoteNo. 24 of the Notice of the 20th Annual General Meeting of the Company before casting your vote through remotee-voting.

ELECTRONIC VOTING PARTICULARS

EVEN (Remote E-Voting Event Number) USER ID PASSWORD/PIN

The remote e-voting facility will be available during the following period:

Commencement of remote e-voting End of remote e-voting

Tuesday, September 15, 2015 (from 9.00 a.m. IST) Thursday, September 17, 2015 (upto 5.00 p.m. IST)

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