BSE (formerly Bombay Stock Exchange) | Live Stock Market ...Brief resume of the Directors seeking appointment and re-appointment along with other details as stipulated under 5HJXODWLRQ

10www.dionglobal.com

DIRECTORS’ REPORTDear Members,Dion Global Solutions LimitedThe Board of Directors of Dion Global Solutions Limited (“theCompany”) are pleased to present the 22ndAnnual Report on the business and operations of the Company along with the Audited Standalone and Consolidated Financial Statements for

FINANCIAL HIGHLIGHTS

(` in Crore)Particulars Standalone Consolidated

2016-17 2015-16 2016-17 2015-16

Revenue from Operations

Other Operating Income -

Operating Expenses

EBITDA (7.40) (2.79) 20.88 (28.77)

Depreciation

Non-Operating Income

EBIT 7.83 6.69 12.68 (22.04)

Finance Cost

Exceptional Items (21.56) (12.03) (34.34) (57.51)

Exceptional Items -

(21.86) (12.03) (46.79) (88.46)

Tax - -

(21.86) (12.03) (46.81) (88.49)

- -

(21.86) (12.03) (45.78) (86.68)

Brought Forward Loss

Total Accumulated Losses (49.29) (27.43) (245.91) (200.13)

Adjustment arised on dissolution of Subsidiaries

- - (4.04) -

Net Brought Forward Loss (49.29) (27.43) (249.95) (200.13)

BUSINESS OVERVIEW

from Operations of the Company has increased from ``

was predominantly led by good performance in the Wealth

``

`year under review as against a Consolidated Net Loss of `

The improvement in EBITDA margin is primarily attributable to reorganisation & restructuring exercise undertaken during the

umbrella unit allowed us to synergise our capabilities towards

the business such that margins can continue to improve as the

DIVIDEND AND TRANSFER TO RESERVES

Directors of the Company has not recommended any dividend

MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE

OF THE REPORT

“Listing Regulations”

SHARE CAPITAL

EXTRACT OF ANNUAL RETURN

is presented in a separate section and is annexed herewith as Annexure- A

COMPANIES

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE

Act)

and joint ventures companies in Form AOC – 1 is attached to the

11

companies included in the Consolidated Financial Statements

The Company will provide a copy of separate audited

any shareholder of the Company who asks for it and the said

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared in terms of the Accounting Standards as per Companies

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

under Section 186 of the Act and outstanding during the year under review have been disclosed in the notes forming part of

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

transactions with related parties are provided in the notes to

Committee is obtained for the transactions which are of a

related party transactions entered into pursuant to the omnibus approval so granted is placed before the Audit Committee for

None of the Directors has any pecuniary relationship or

provided in Form AOC-2 annexed herewith as Annexure – B and

CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

reasonable assurance regarding timely preparation of reliable

of accounting records and ensuring compliance of corporate

The Company has developed and implemented a Risk

The Company adopts a systematic approach to mitigate risks

would ensure mitigating steps proactively and help to achieve

on record its deep appreciation for the valuable services and guidance provided by them during their tenure as Directors of

of the Nomination & Remuneration Committee (Committee

(in the category of Non-Executive Nominee Director) of the

st Annual General AGM

on records its deep appreciation for the valuable services and guidance provided by them during their tenure as Directors of

The Committee and the Board of Directors recommends his

Brief resume of the Directors seeking appointment and re-appointment along with other details as stipulated under

All Independent Directors have submitted declarations that they meet the criteria of independence as laid down under


The Board of Directors of the Company met 6 (Six) times during

and Committees and their meetings held during the year under

two meetings of the Board was within the period prescribed

BOARD EVALUATION

the Board has carried out performance evaluation of its own

Nomination and Remuneration Committee (NRC) and

S.No.

Process Remarks(including Independent Directors)

Individual Self- Assessment

Self-evaluation forms were shared and com-pleted by the Directors and submitted to the Chairperson of the

Selection and Induction

-

-

One to One discussion as recommended by

to interact with each Board member to as-

-vite direct feed-back and seek inputs to identify opportuni-

This includes Board fo-

--

Engagement and ad-dressing of follow up

Evaluation by

NRC and IndependentDirectors

A compilation of the individual self-assess-ments and one to one discussions were placed at the meeting of the NRC and Board of Directors held on-

the meeting of the In-

for them to review col-lectively and include as additional feed-back to the formal pro-cess completed in the

This includes demonstra--

-

-bution while develop-ing Annual Operating

review of high risk issues & grievance redressal

Finalrecording and reporting

and tabled at a meet-ing of the Board of

also noted opportuni-

NA

à-vis the issued Guidance Note which was discussed in detail

your

standards have been followed along with proper

(b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair

maintenance of adequate accounting records in

(f) they had devised proper systems to ensure proper compliance with provisions of all applicable laws and that

REPORT ON CORPORATE GOVERNANCE

The Company continues to be committed to uphold the standards of Corporate Governance and adhere to the

A detailed Report on Corporate Governance along with

AUDITORS

Statutory Auditors

as Statutory Auditors of the Company from the conclusion of the 21st AGM) of the Company held

Auditors of the Company from the conclusion of the forthcoming rd

Secretarial Auditor

Annexure– C

PUBLIC DEPOSITS

nor accepted any deposits from public pursuant to the provisions

LISTING WITH STOCK EXCHANGE

The Equity Shares of the Company continue to be listed on BSE Limited (“BSE”

The Nomination and Remuneration Committee of the Board of

Company in accordance with the Securities and Exchange

“SEBI Guidelines”

website of the Company which can be accessed through the link and

have been implemented in accordance with the SEBI Guidelines

FOREIGN EXCHANGE EARNINGS AND OUTGO

Even though operations of the Company are not energy

highly conscious of the importance to conserve energy and environment at all operational levels and efforts are made in

take the steps for power savings through effective operational

has also been reduced by effectively implementing the cloud leading to improved productivity and reduced spending on

Technology Absorption are not applicable to the Company and

The Company has continued to maintain focus on and avail

The Company has earned ``` `

Rules

and others entitled thereto excluding the aforesaid information and the said particulars are available for inspection by the

normal business hours on working days of the Company upto

desirous of obtaining such particulars may write to the Company

Disclosures of the ratio of the remuneration of each director

Annexure- D and

The Company has in place a mechanism in form of Whistle Policy) for Directors and employees of the

Company to report their genuine concerns and to deal with

www.dionglobal.com

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

The Company is committed to provide a healthy environment

HUMAN RESOURCES

team were able to successfully implement the changes and more importantly keep the insecurity out from the minds of the

was to bring the entire business under one umbrella unit which

standardization & restructuring of processes across the

is also working on several initiatives towards strengthening of the human resources management aspects relating to employee

leading to an array of ideas and initiatives that resulted

relentless focus on investing strategically in creating new growth opportunities for the future while continuing to drive our core to

REGULATORS OR COURTS

ACKNOWLEDGEMENTS

Your Directors gratefully acknowledge the co-operation

Stakeholders and other business associates during the year and

Your Directors would like to place on record their appreciation

For Dion Global Solutions Limited

Place : Gurugram, Haryana Maninder Singh GrewalDate : August 24, 2017 Chairman

ANNEXURE – A

Form No. MGT-9

I.

Sl. No. Particulars Detailsi) CIN

ii) Registration Date

iii) Name of the Company Dion Global Solutions Limited

iv)

v) -tails

www.dionglobal.comvi) Whether listed company Yes

vii)-

m

II.

S. No.

1 Software Development and maintenance support to the Clients

-sultancy and related activities

2 Research & Information Services

III.

S.No. Subsidiary shares

held

ApplicableSection

1 OliveRays Innovations Limited Subsidiary 100

2th

Not Applicable Subsidiary 100




6 Not Applicable Subsidiary 100


S.No. Subsidiary shares

held

ApplicableSection






12nd


rdNot Applicable Subsidiary 100

Dion Global Solutions (London) Limitedrd


Dion Global Solutions (Canada) Limited Not Applicable Subsidiary 100

16 Dion Global Solutions Gmbh Not Applicable Subsidiary 100


18th rd


th rdNot Applicable Subsidiary 100

20 Not Applicable Subsidiary

21 Chase Copper Limited Not Applicable Subsidiary

22 DBS Financial Systems Limited Not Applicable Subsidiary

(i) Category-wise Share Holding:%

ChangeduringDemat Physical Total

totalshares

Demat Physical Totaltotal

shares

A. Promoters

(1) Indian

0 0

b) Central Government 0 0 0 0 0 0

c) State Government (s) 0 0 0 0 0 0

d) Bodies Corporate 0 0

0 0 0 0 0 0

f) Any Other – Trust 0 0

Sub-total(A) (1)

1,92,14,578 0 1,92,14,578 59.62 1,92,14,578 0 1,92,14,578 59.62 0.00

(2) Foreign

a) NRIs – Individuals 0 0 0 0 0 0

b) Others - Individuals 0 0 0 0 0 0

c) Bodies Corporate 0 0 0 0 0 0

0 0 0 0 0 0

e) Any Other 0 0 0 0 0 0

Sub-total(A) (2)

0 0 0 0.00 0 0 0 0.00 0.00

Total Shareholding

(A) = (A)(1) + (A)(2)

1,92,14,578 0 1,92,14,578 59.62 1,92,14,578 0 1,92,14,578 59.62 0.00

B. Public Shareholding

1. Institutions

0 0 0 0 0 0

0 0 0 0 0 0

0 0 0 0 0 0

0 0 0 0 0 0

0 0 0 0 0 0

f) Insurance Companies 0 0 0 0 0 0

0 0

Funds0 0 0 0 0 0

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

Sub Total (B)(1) 12,49,449 0 12,49,449 3.88 9,72,500 0 9,72,500 3.02 (0.86)


%Change

duringDemat Physical Totaltotal

shares

Demat Physical Totaltotal

shares

2. Non –Institutions

i) Indianii) Overseas

b) Individualsi) Individuals Shareholders holding nominal Share

` 1 lakh

ii) Individuals Shareholders holding nominal Share Capital in excess of ` 1 lakh

0 0

c) Others (Specify)

0 0

0 0

iii) Non Resident Indians 80 80

iv) Trusts 0 0

v) NBFC registered with RBI 0 0

Sub-total (B)(2) 62,32,804 55,30, 575 1,17,63,379 36.50 1,16,65,906 3,74,422 1,20,40,328 37.36 0.86

Total Public Shareholding (B) = (B) (1) + (B) (2)

74,82,253 55,30, 575 1,30,12,828 40.38 1,26,38,406 3,74,422 1,30,12,828 40.38 0.00

C. Shares held by Custodi- 0 0 0 0.00 0 0 0 0.00 0.00

Grand Total = (A + B+C) 2,66,96,831 55,30,575 3,22,27,406 100.00 3,18,52,984 3,74,422 3,22,27,406 100.00 0.00

S.No.

Shareholder’s Nameyear (April 1, 2016) year (March 31, 2017)

%Change in sharehold-ing during Shares shares

Companyencumbered

to total shares

Shares shares

Companyencumbered

to total shares12

6

8

10 100 100

Total 1,92,14,578 59.62 0.00 1,92,14,578 59.62 27.02 0.00

There is no change in the Promoter’s Shareholding between April 1, 2016 and March 31, 2017.

S.No.

Shareholder’s Name Shareholding at the during the year

Company Company

Tech Mahindra Limitedat the beginning of the yearchange in shareholdingat the end of the year

NIL NIL NIL NIL

at the beginning of the yearchange in Shareholdingat the end of the year

NIL NIL NIL NIL

Burlington Finance Limited at the beginning of the yearchange in shareholdingat the end of the year

NIL NIL NIL NIL

Cresta Fund Limited at the beginning of the yearchange in shareholdingat the end of the year

NIL NIL NIL NIL

at the beginning of the yearchange in shareholdingat the end of the year

NIL NIL NIL NIL


NIL NIL NIL NIL


NIL NIL NIL NIL

Eduardo Pedro Borgesat the beginning of the yearchange in shareholdingat the end of the year

Ketan Rajnikant Chokshi at the beginning of the yearchange in shareholdingat the end of the year

0 0

New Bonanzaat the beginning of the yearchange in shareholdingat the end of the year

Nil Nil Nil Nil


S.No.

Shareholder’s Name Shareholding at the beginning during the year

Maninder Singh Grewalat the beginning of the yearchange in shareholdingat the end of the year


Nil Nil Nil Nil

2. Except Mr. Maninder Singh Grewal and Mr. Ravi Umesh Mehrotra, no other Directors and Key Managerial Personnel

V. Indebtedness

(Amount in `)

Secured Loans excluding deposits

UnsecuredLoans

Deposits TotalIndebtedness

year

-

ii) Interest due but not paid - - - -

iii) Interest accrued but not due -

Total (i+ii+iii) 81,16,50,850 70,51,18,758 - 1,51,67,69,608

year ·

Addition - -

Reduction -

Net Change (25,35,10,315) 78,09,00,000 - 52,73,89,685

-

ii) Interest due but not paid - - - -

iii) Interest accrued but not due -

Total (i+ii+iii) 55,76,59,963 1,62,93,08,439 - 2,18,69,68,402

21

(Amount in `)

S. No. Total Amount

1 Gross salary

- -

- -

- -

2 Stock Option - -

Sweat Equity - -

Commission - -

- -

6 Total (A) - -

Ceiling as per the Act - -

as Director.

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

S. No.

Meetings

Commission Others, please Total Amount

1 Independent DirectorsNil Nil

Nil Nil

NIL Nil Nil NIL

Nil Nil

Nil Nil

Total (1) 5,80,000 Nil Nil 5,80,0002

Nil Nil Nil Nil

Nil Nil Nil Nil

Nil Nil Nil Nil

Nil Nil Nil Nil

Nil Nil Nil Nil$ Nil Nil Nil Nil

Total (2) Nil Nil Nil Nil

Total (B) = (1+2) 5,80,000 Nil Nil 5,80,000NIL

Overall Ceiling as per the Act -#

*

$

executed with the Company.


(` in Lacs)

S.No.

Key Managerial Personnel TotalAmountMichel Borst ^ Gopala

SubramaniumAjay Milhotra ^^ Tarun Rastogi

(CompanySecretary)

1 Gross salary

(a) Salary as per provisions -

- - - - -

- - - - -

2 Stock Option - - - - -

Sweat Equity - - - - -

Commission - - - - -

- - - - -

6 Total - 38.75 9.54 26.73 75.02^

^^

Typethe Companies Act

Description -Authority Appeal

made,

Details)

NILNIL

Compounding NILB. DIRECTORS

NILNIL

Compounding NILC. OTHER OFFICERS IN DEFAULT

NILNIL

Compounding NIL

For Dion Global SolutionsLimited


ANNEXURE - BForm AOC-2

Name(s) of the related party and nature of relationship

transactions

transactions

Salient terms of the contracts or arrangements Loan up to `

Not Applicable

from ` 100 Crores per annum to `

For Dion Global SolutionsLimited


www.dionglobal.com

ANNEXURE - CForm No. MR-3

SECRETARIAL AUDIT REPORT

Dion Global Solutions Limited

New Delhi - 110001We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Dion Global Solutions Limited (hereinafter called the “Company”

(i)(ii)(iii)(iv)

(v)(a)(b)(c)(d)(e)(f)

(g)(vi)(vii)(viii)(ix)(x) Other general laws excluding taxation laws

a)b)

•

•

• there are adequate systems and processes in the Company commensurate with the size and operations of

Company Secretaries

PartnerMembership No: FCS 9184

th CP: 13875

ANNEXURE –D

Particulars

a) The ratio of the remuneration of each director to the median remuneration of the employees of the

b) The percentage increase in

Not Applicable

Not Applicable

Not Applicable ^

Not Applicable^^

Company Secretary

c) The percentage increase in the median remuneration of employees

d) The number of permanent employees on the rolls of Company

e) Average percentile increase already made in the salaries of employees other than the managerial

year and its comparison with the percentile increase in the managerial

thereof and point out if there are any exceptional circumstances for increase in the managerial

The average percentile increase already made in the salaries of employees other than

as per the remuneration policy of the

*

**

^

^^


1. Global EconomyAfter decline in growth in number of past years in the

increase is expected due to pick up in manufacturing and

economies is expected to grow at a rate of ~2 percent over

Economies 2016` 2018fWorld Output 3.2 3.1 3.4 3.6

2.1Emerging Market and Developed Economies

as (i) the incoming Trump administration is expected to increase its stimulus spending (ii) unemployment level is

growth in the labour market and an improvement at the

growth rate is expected due to factors such as (i) declining

growth and (iv) a decrease in the business investment due

is expected to recover and grow at around 2 percent with

Economic performance is expected to improve in the

emerging market such as Indonesia increases investments in infrastructure and implements policy reforms that encourage

have continued to attract export-oriented manufacturing

consumption and public investment along with growth in the

transition from investment and export-led growth to

rising input costs and subdued bank credit resulted in

is expected to recover and is forecasted to grow at an

by higher private and public consumption and increased

The growing penetration of digital technology is changing

are reducing their spending on technologies for some of

entrepreneurs continue to disrupt the traditional market with products that differentiate themselves from the traditional

Computing and On-Demand Services have already been

to be the next generation technologies for the banks over

Both retail and wholesale banking in North America is expected to witness a steady growth in the amount of

“Modernizationis taking place at the front, middle, and back, with complex

new investment spending is growing at a moderate yet consistent pace as these institutions invest resources into new initiatives.”

3. Our Business, Outlook and Strategy

expertise in providing a broad range of solutions that meet

Dion and realignment of strategies to focus on sales and

have won new customer deals across the globe and further

enabled us to maintain a global support and development

our market access and generates opportunities to cross-sell

structure of our software products allows us to build a

market circumstances of 2016 has required fortitude and

would like to thank them for their hard work and continued

who make an important contribution to Dion and share our

thank our customers who continue to place their faith in our

that we have the sound business fundamentals to rise to the


The Company has an extensive experience in providing

broad range of technologies and tools using ISO compliant

state-of-the-art global delivery centres to leading global

revenues for our existing suite of products including FATCA TRAC which has achieved remarkable global success by

competitive environment and keeping pace with increasing customer demands highlights the need for innovative

are passionate about our commitment to be a catalyst in

this by identifying market trends and developing market-

4. Risk ManagementThe Company understands that it operates in an environment

the Company strategises for mitigating inherent risks in

and then taking appropriate actions to address the most

Our customers are concentrated in the Financial

customer base to maximize the potential sales volumes and at the same time securing additional volumes from existing customers since our record of satisfactory

enhance quality of products and upgrading their performance parameters are aimed at deriving optimum value from the existing customer base and targeting a

To counter pricing pressures caused by strong

to move up the quality control scale besides cost

b. Fluctuations in Foreign Exchange

currency exposure from our sales in other countries and external borrowings and are exposed to substantial risk on account of adverse currency movements in global

We manage risk on account of foreign currency

The objective of our risk management policy is to minimize risk arising from adverse currency movements by managing the uncertainty and volatility of foreign

into the speculative aspects of dealing in currency

with limited hedge cover so that moderate arbitrage

policy in placewhich includes implementing hedging

The Company has established subsidiary Companies in

Any adverse change in the political environment in that country would have an impact in growth strategies of

Risks that are likely to emanate are managed by

and related policies and involvement in representative

d. CompetitionThe markets for software products and solutions are rapidly evolving and highly competitive and we expect that competition will continue to intensify due to new technologies and consolidation of operations across the

We believe that we are strongly positioned in our designated market commanding a premium for our

exposes the company to the risks inherent in that

on which we monitor and prevent undesirable

realm of overall management after due consideration of the advantages and disadvantages of each activity is consistent with company policy of increasing

Concentration of revenue from any particular segment of industry is sought to be minimized over the long term

The cost of revenues consists primarily salary costs which

reduction initiatives are implemented and are closely

budgetary mechanism and its review against actual performance with the key objective of aligning them

has inculcated across the organization the importance

endeavour of the company to shift base from high cost

g. Technology Related The Company strongly believes that technological

obsolescence is evaluated on a continual basis and the necessary investments are made to bring in the best of

have dividends in our ability to access to newer and

to the company establishing a lead with customers and

A Committee in the name of “Technology Risk

been constituted to review the technology exposure of the Company and take necessary steps as deemed

h. Financial Reporting Risks

new guidance is provided by regulatory and governing

regarding compliance matters and higher costs of compliance as a result of ongoing revisions to such

We are committed to maintaining high standards of corporate governance and public disclosure and our

standards in this regard would further help us address

and assumptions that affect the reported amount of

the reported amounts of revenue and expenses during

and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances including consultation with experts

making judgments about the carrying values of assets and liabilities that are not readily apparent from other

believe that the accounting policies related to Revenue recognition and Accounting for Income taxes are

Accounting fraud or corporate accounting fraud are

The Company mitigates this risk by

executives

the new controls

collusion and concentration of authority

key transactions with cross checks

ratios

auditors in reporting and highlighting any instances of even minor non-adherence to procedures and manuals and a host of other steps throughout the organization and assign responsibility for leaving the overall effort to a senior individual like Chief Financial

i. Legal RiskLegal risk is the risk in which the Company is exposed to legal action

As the Company is governed by various laws and the

where the Company is exposed to legal risk exposure

ascertaining our responsibilities under the applicable

to place full reliance on professional guidance and opinion and discuss impact of all laws and regulations

suggestions from professional agencies and industry

The Company has established a compliance management system in the organisation and Secretary of the Company being the focal point will get the quarterly compliance reports from functional heads and being placed before

j. Compliance with Local LawsThe Company is subject to additional risks related to our

to complying with a wide variety of national and local

technologies and multiple and possibly overlapping tax

k. Quality and Project ManagementFor years the company is engaged in software

of our organisation into a team that promotes continual

www.dionglobal.com

l. Human Resource Management

companies by ensuring that the right person is assigned to the right job and that they grow and contribute

Our growth has been driven by our ability to attract top

Risk in matters of human resources are sought to be minimized and contained by following a policy

inculcate in them a sense of belonging and commitment and also effectively train them in spheres other than their

free exchange of other positive ideas relating to

and create an atmosphere that cannot be conducive

Employee-compensation is always subjected to fair appraisal systems with the participation of the employee

the proper incentives and take into account welfare

We seek to provide an environment that rewards

5. Internal ControlsDion has aligned its current system of Internal Financial

is intended to increase transparency and accountability in

company to identify and analyse risks and manage

The Company has an Internal Control System commensurate

designed to provide reasonable assurance regarding

proper authorisations and ensuring compliance of corporate

power with authority limits for approving revenue as well as

report and has issued an attestation report on our internal

The Audit Committee reviews audit reports submitted by

(` In Crore)Particulars Consolidated Standalone

2016-17 2015-16 (Decline)

2016-17 2015-16

242.95 230.32 5.48% 27.63 34.38Operating Expenses 222.07 259.09 (14.29)% 35.03 37.17

- Rent - Travel

- Other expensesEBIDTA 20.88 (28.77) NA (7.40) (2.79)DepreciationNon-Operating IncomeEBIT 12.68 (22.04) NA 7.83 6.69Finance Cost

(34.34) (57.51) (40.28)% (21.56) (12.03)Exceptional Items

(46.79) (88.46) (47.10)% (21.86) (12.03)Tax

(46.82) (88.49) (47.10)% (21.86) (12.03)

Consolidated Operating Revenues at ` `

Consolidated Operating Expenses at ` `

Consolidated EBIDTA at ` `

Consolidated Net Loss after Tax at ` `

` st

`

movements in currency exchange rates throughout the

reported as operational revenue growth adjusted with the

The newly appointed management team re-engineered several

the company to synergise its capabilities towards a common

has managed to cut down its losses to half while still being able

and Europe- Successfully launched 2 new solutions in Europe

the region

- Launched a TCWealth module in Australia that allows stockbrokers to expand their business model into the wealth

an independent module of their rapidly growing exchange

the same platform to run both businesses and offer better

The graph below clearly demonstrated the consistant

` in Crore

REVENUE BY QUARTER / YEAR

53

64

56

67

58 57

76

42

243

230

FY17 FY16

Q1 Q2 Q3 Q4 FY

The Company has developed and started executing on a

term relationship with the current customer base across a broader spectrum of products and services

opening up new market opportunities across the entire

trade products as well as the products based on the X-Gen

The Company has also initiated the enhancement of its global sales operating structure and capability which is showing positive

focus and expansion of products into new geographic markets

As the Company does project implementations in partnership

development revenue is a necessity for the client and is again a

REVENUE SPLIT BY TYPE REVENUE SPLIT BY GEOGRAPHY

Europe

has increased primarily as a result of the better performance in

predominantly supported by Nova which continues to

we are aggressively focusing in this market for our new product

driven by market growth and regulatory changes and these

well-equipped and positioned to capitalize on this demand and

Traditional Products,

New Products,

will start picking up in the markets and would show highest

REVENUE CONTRIBUTION BY CATEGORY

www.dionglobal.com

Operating ExpensesThe Company reported a consolidated operating expenses of ``

rationalising the human resource base helped us create an

Decrease in Operating Expenses:`

primarily on account of reduction in the headcount during the process of a companywide optimisation programme run across products and geographies resulting in decrease in

incurred for this programme was ̀

` 1 cr primarily on account

in Kuala Lumpur & New York and reduced our effective

àccount of cost sensitive changes in the travel policy without

operating income but the decline Year-on-Year is a result of the rationalisation & optimisation programme run across

Finance cost increased primarily on account of the increased `

`

redundancy cost that we incurred for the rationalisation & optimisation programme was `FY 16 is the non-recurring one time redundancy cost that we incurred for the rationalisation & optimisation programme was `

``

EBITDA margin is primarily attributable to the reorganisation & restructuring exercise undertaken during the 1st

base of the business such that margins can continue to improve

` in Crore

21

9%

2%

4%

FY17 FY15 FY13

10%

9%

8%

7%

6%

5%

4%

3%

2%

1%

0%

25

20

15

10

5

0

Adjusted EBITDA Margin

4

11

The Company reported a Net Loss after Tax of ``

7. Human ResourcesThe Company strongly believes that employees are its most

the help of the new management successfully implemented the changes and more importantly kept the insecurity out

an array of ideas and initiatives that resulted in sustained

on investing in creating new growth vectors strategically

ensuring excellence and building on our agile and high-

motives was to bring the entire business under one umbrella

move demanded standardisation & restructuring of processes

implemented a lot of streamlined processes and policies to

towards strengthening the human resources management

Human Resources Demographics

BY AGE19-30 31-40 41-50

51-60 61-70

BY GENDERMale Female

BY GEOGRAPHY Australia& New Zealand Americas

Europe Asia Pacific

BY FUNCTIONDevelopment Professional Services

Sales & Marketing Shared

REPORT ON CORPORATE GOVERNANCE

Corporate Governance is an ethically driven business process that is committed to values and conduct aimed at enhancing

Our Corporate Governance framework ensures that we make timely disclosures and share accurate information regarding our

“ListingRegulations”

II. BOARD OF DIRECTORS

“Act”) and

S.No.

Categoryheld in other

companies (other than in Dion Global Solutions (other than Dion Global

Member Chairperson

1 Chairman and Non-Executive Non - Independent Director

2 NIL NIL

2 Non-ExecutiveIndependent Director

1 NIL NIL

Non-Executive Non-Independent Director

1 NIL NIL

Non-Executive Non-Independent Director

8 (including 2 listed companies)

NIL

^ Non-ExecutiveIndependent Director

NIL NIL NIL

6 Non-ExecutiveNon-Independent Director

NIL NIL NIL

Non-ExecutiveIndependent Director

2 (including 1 listed company)

1 NIL

8 ^ Non-ExecutiveNon-Independent Director companies)

1 NIL

Non-ExecutiveIndependent Director

1 NIL NIL

10 $ Non-Executive Non-Independent Nominee Director

2 NIL NIL

www.dionglobal.com

* Not include **

have not been considered.^

$

executed with the Company.

Non-Executive Non-Independent Nominee Director

Notes(i) The Independence of a Director is determined by the criteria stipulated under Regulation 16(1)(b) of the Listing Regulations

(ii)(iii)

(iv) None of the Independent Directors of the Company are serving as an independent director in more than seven listed

decided in advance and the agenda papers for each Board

documents and take a well-informed

cannot attend

The Board periodically reviews the mechanism put in place by the management to ensure the compliances with Laws and Regulations as may be applicable to the Company as well as the steps taken by the Company to rectify the instances of non-

(Six)

AGM

S.NoMeetings attended

Whether attended last AGM

12 Yes

6 No0 No

Yes6 2 No

@ 0 NA8 ^ 1 No

No10 ^^ No1112 $ NA

*and Remuneration Committee, to answer to the queries of shareholders.

**

#

@

^

^^

$ Nominated by Tech Mahindra Limited executed with the Company.

website of the Company & can be accessed through the link aspx.

C. SHAREHOLDING OF NON-EXECUTIVE DIRECTORS

S. No.12 Nil

NilDaljit Singh Nil

Nil6 Nil

Nil8

Nil10 Nil

TOTAL 2,63,324

III. COMMITTEES OF THE BOARD

Keeping in view the requirements of the Act as well as the

Details of the role and composition of above said Board Committees including number of meetings held during the year under

(1) AUDIT COMMITTEE(a) Composition

S. No. Name DesignationChairman

respectively

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(b)

(c) Meetings and attendance during the year 4 (Four) meetings of the

@ 002

^^

$ 1@

the Committee.#

of the Committee.^^

$

(2) NOMINATION AND REMUNERATION COMMITTEE (“NRC”)(a) Composition

The composition of the NRC

S. No. Name DesignationChairman

(b)

(c) Meetings and attendance during the yearDuring the 4 (Four) meetings of the NRC were held

@ 0

1

@

the Committee.%

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Director

The

Board of Directors and two

on the website of the Company at

(Amount in `)

AllowancesCommission

payableRetiral Total Stock

OptionsGranted Tenure Notice

PeriodNil Nil Nil Nil Nil Nil From

October

October

S. No `)1

2@ Nil

@

(3) STAKEHOLDERS’ RELATIONSHIP COMMITTEE(a) Composition

The composition of the

S. No. Name Designation1 Chairman

2

(b)

(c) Meetings and attendance during the year 4 (Four) meetings of the Stakeholders Relationship Committee

The attendance of members

^ 1@ 0

^

@

Complaints pending as at April 1, 2016 March 31, 2017 to March 31, 2017

pending as at March 31, 2017

2 0

(a) Composition

S. No. Name Designation

(b) Meetings and attendance during the year2 (Two) meetings of the Committee

220

@ 0@

www.dionglobal.com

(a) Annual General Meetings

Financial Date Day Time Venue Special Resolution (s) passed

Thursday Sri Sathya Sai International Increase in borrowing powers of the Board of Director of the Company

immovable properties of the Company

Friday Sri Sathya Sai International Adoption of new set of Articles of AssociationApproval for entering into Related

Friday Sri Sathya Sai International

(b) Extra-ordinary General Meeting

(c) Postal Ballot

V. DISCLOSURES

A. Related Party Transactions

has been uploaded on the website of the Company & can be accessed through the link

B. Management’s Discussion and Analysis Report

C.

The Company has complied with all the requirements of the Listing Regulations as well as regulations and guidelines

D.

The Company promotes ethical behaviour in all its business activities & has put in place a mechanism in form of

Directors of the Company to report concerns about unethical and improper practice taking place in the Company and

accessed through the link

E.

F.

(1) Shareholder Rights

separately circulated to the Shareholders.

(3)The Company has appointed separate persons to the post of Chairperson

(4)

G. ) CERTIFICATION

.

VI. MEANS OF COMMUNICATION

“BSE”

www.dionglobal.com

The Company intimates the BSE on all price sensitive information or such other matter which in its opinion are material and of

The Company has designated the following e-mail ID exclusively for redressal of

www.dionglobal.com

VII. GENERAL SHAREHOLDERS INFORMATION

(i) Annual General Meeting

Date

Time

Venue

S. No.

1

2

#

(iii) Book Closure Period

nd

Name AddressBSE Limited (BSE)

Stock Code

Scrip Code : 526927

Scrip ID : The Scrip ID of the Company at BSE is “DION

(In `)

Month High LowApril 2016

August 2016

September 2016

October 2016

November 2016

December 2016

(ix)

(xii) Shareholding Pattern as on March 31, 2017:Category

Shareholding (%)Promoters and Promoter Group (A) 1,92,14,578 59.62Public Shareholding (B)

NilNil

BodiesBodies Corporate Non Resident Indians

Sub-total (B) 1,30,12,828 40.38Total (A+B) 3,22,27,406 100.00

www.dionglobal.com

Categories ShareholdersNo. % to total

Shareholders% to total Shares

1001-2000

10001 and above

Total 18,365 100.00 3,22,27,406 100.00

Company has entered into agreements with National Securities Depository Limited (NSDL) and Central Depository Services

accessed through the web link

www.dionglobal.com

Fair Disclosure CodeInsider Code

www.dionglobal.com.

(a)with the RTA at the below address

(b)

(c) For

Company SecretaryDion Global Solutions Limited

th

www.dionglobal.com

(a) The shareholders having shares in physical form are requested to register their e-mail ids with us or the RTA to enable us

form is also available on the website of the Company and can be accessed through the link .

email to .(b) The shareholders holding shares in Demat form are requested to register their e-mail id with their respective Depository

www.dionglobal.com


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

•

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

Date : May 25, 2017 Michel Borst Gopala Subramanium

This is to certify that the Company has laid down Code of Conduct (“the Code”www.dionglobal.com

Date : May 16, 2017 Michel BorstPlace: Singapore

CERTIFICATE ON CORPORATE GOVERNANCETo


We have examined the compliance of conditions of Corporate Governance by DION GLOBAL SOLUTIONS LIMITED (“the Company”)

“Listing Regulations”

For(Company Secretaries)

Date : 12.07.2017 ProprietorPlace : Ghaziabad M. No. F8323

INDEPENDENT AUDITOR’S REPORTTO THE MEMBERS OF DION GLOBAL SOLUTIONS LIMITED

Report on the Standalone Financial StatementsWe have audited the accompanying Standalone Financial Statements of Dion Global Solutions Limited (“the Company

st

Statements

with respect to the preparation of these Standalone Financial

accordance with the accounting principles generally accepted

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and

making judgments and estimates that are reasonable and

effectively for ensuring the accuracy and completeness of

Auditor’s ResponsibilityOur responsibility is to express an opinion on these Standalone

accounting and auditing standards and matters which are required to be included in the audit report under the provisions

We conducted our audit in accordance with the Standards

Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance

obtain audit evidence about the amounts and the disclosures

a true and fair view in order to design audit procedures that

evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made

We believe that the audit evidence we have obtained is

OpinionIn our opinion and to the best of our information and according

Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted

st

a) We have sought and obtained all the information and explanations which to the best of our knowledge and

b)by law have been kept by the Company so far as it

c)and the Cash Flow Statement dealt with by this Report

d)Statements comply with the Accounting Standards

e) On the basis of the written representations received st

st

f)

g) With respect to the other matters to be included in

our opinion and to the best of our information and

The Company has disclosed the impact of

There has been no material foreseeable losses on

As explained to us and on the basis of the

company has provided requisite disclosures in

the management representation we report that the disclosures are in accordance with books of account maintained by the company and as

Chartered Accountants

Neeraj Bansal

th

www.dionglobal.com

Annexure A to the Independent Auditor’s Report to the members 25th May, 2017

(Auditor’s Report) Order, 2016 (“the Order’) issued by the

(i) (a) The Company is maintaining proper records showing

No material discrepancies were noticed on such

(c) We are unable to comment on Clause (ic) of

` 26 lacs being immovable property held by the Company as title deeds thereof are being traced by the Company and the same has been written off in

(ii)

(iii)

parties covered in the register maintained under Section

(a) In our opinion the terms and conditions of the grant

(b) The schedule of repayment of principal and payment of interest has been stipulated and the repayments or

(c) The total interest amount overdue for more than

(iv) The Company has not granted any loan to Directors in Act

(v)Company has not accepted any public deposits during

deposit(s) nor the management has reported any such

other relevant provisions of the Act and the rules framed

(vi) The Company is not required to maintain the cost records

(vii) (a) The Company is generally regular in depositing

There are no arrears of outstanding statutory dues as at the last day of the Financial year concerned for a period of

(b) The particulars of dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax have not been deposited on account of any dispute are

S. No.Statutory Dues

Forum where pending Amount(` In Lacs)

Period

Income Tax

Service TaxSuperintendent of Service Tax 11

equivalentpenalty

Appeal before commissioner of central excise (adjudication) 11Appeals before commercial tax tribunal (Bangalore)

(viii) The Company has delayed in repayment of one instalment of a term loan to IndusInd Bank amounting to ̀

st

it has been paid on 08th

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt

(x)no fraud by the Company or fraud on the Company by its

(xi) According to the information and explanation given to

us and based on our examination of the records of the

(xii)

(xiii) According to the information and explanations given to us and based on our examination of the records of the

(xiv) The Company has not made any preferential allotment or

private placement of shares or fully or partly convertible

(xv) According to the information and explanations given to us and based on our examination of the records of the

(xvi) The Company is not required to be registered under section


Neeraj Bansal

th

Annexure B to the Independent Auditor’s Report to the members th May, 2017

reporting of DION GLOBAL SOLUTIONS LIMITED

Standalone Financial Statements of the Company for the year

by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute

Auditors’ Responsibility

We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial

Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal

maintained and if such controls operated effectively in all

Our audit involves performing procedures to obtain audit

and operating effectiveness of internal control based on the

We believe that the audit evidence we have obtained is

a process designed to provide reasonable assurance regarding

a)

b) provide reasonable assurance that transactions are

statements in accordance with generally accepted

of the company are being made only in accordance with authorizations of management and directors of the

c) provide reasonable assurance regarding prevention

Reporting

misstatements due to error or fraud may occur and not be

reporting may become inadequate because of changes in

Opinion

established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting


Neeraj Bansal

th

www.dionglobal.com

BALANCE SHEET AS AT MARCH 31, 2017Particulars Note

No.As at

March 31, 2017`

As at

`

Share capital 2 42,22,74,060

Reserves and surplus 1,69,93,35,735

Non - current liabilities

Long - term borrowings -

Other long term liabilities 5,94,072

Long - term provisions 6 2,71,77,424

Current liabilities

Short - term borrowings 1,81,42,57,304

Trade payables 8 16,66,920

Other current liabilities 43,95,11,235

Short - term provisions 10 24,25,653

TOTAL 4,40,72,42,403

ASSETS

Non - current assets

Fixed assets

Tangible assets 11 48,91,419

Intangible assets 12 1,18,28,164

Intangible assets under Development 1,07,35,779

Non - current investments 2,51,22,33,509

Long - term loans and advances 7,01,92,300

Other non - current assets 16 74,59,594

Current assets

Trade receivables 10,60,86,900

Cash and bank balances 18 28,12,88,102

Short - term loans and advances 1,39,96,66,764

Other current assets 20 28,59,872

TOTAL 4,40,72,42,403

1

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


Neeraj Bansal Maninder Singh Grewal Balinder Singh Dhillion

Gopala Subramanium Tarun Rastogi

Particulars Note No.March 31, 2017

`

Year Ended

`

Revenue from operations 22 27,63,12,173 Other income 17,70,57,191

45,33,69,364

Expenses

24,46,98,819

Finance costs 29,37,95,534

Depreciation and amortization expense 26 1,20,65,249

Other expenses 11,84,23,741

Total Expenses 66,89,83,343

(21,56,13,979)

Exceptional items 30,29,632 -

(21,86,43,611)

Tax expense - -

(21,86,43,611)

Basic (6.82)

Diluted (6.82)

1





www.dionglobal.com

(Amount in `)Particulars March 31, 2017CASH FLOW FROM OPERATING ACTIVITIES

(21,86,43,611)

-Non cash ItemsDepreciation and amorization expense 1,20,65,249 Fixed Asset written off 26,00,000 -

- 84,66,503 19,42,207

Interest Income (14,99,48,223)Interest and Finance Charges 29,37,95,534

49,325 - Balances Written Back -

(4,96,73,016)

87,25,011 1,77,38,891 (68,95,955)

(3,01,05,069) (3,01,05,069)

CASH FLOW FROM INVESTING ACTIVITIES (36,08,603)

- Sale of Investments 4,43,925 -

(11,79,94,931)Interest Received 2,76,97,124

(25,01,95,493) (34,71,07,432)

CASH FLOW FROM FINANCING ACTIVITIES (25,35,10,315)

78,09,00,000 (15,05,05,853)

37,68,83,832 (3,28,670)

9,91,7726,63,102

-Cash in hand 21,066 -Balance with Banks in Current Account 6,42,036

6,63,102Notes:





NOTES TO FINANCIAL STATEMENTS 1 SIGNIFICANT ACCOUNTING POLICIES

a) BASIS OF ACCOUNTING

b) USE OF ESTIMATES

c) REVENUE RECOGNITION

iv) Revenue from annual maintenance contracts is recognized proportionately over the period in which services are

v) Revenue from Software Consultancy and Support Services is recognized based on proportionate completion method

Billings in excess of revenue that is recognized on service contracts are recorded as deferred revenue until the above

d) TANGIBLE ASSETS

e) INTANGIBLE ASSETS

g) BORROWING COSTS

Borrowing costs incurred for the acquisition of qualifying assets are recognized as part of cost of such assets when it is

www.dionglobal.com

Depreciation has been provided based on life assigned to each asset in accordance with Schedule II of the Companies

8 years

Computer Networking and Equipments 6 years

Furniture and Fixtures 10 years

Exchange differences resulting from the settlement of such transactions and from the restatement of such monetary assets

j) INVESTMENTS

iii) The employees of the Company are entitled to compensated absences and leave encashment as per the policy of

iv) Actuarial gains and losses comprise experience adjustments and the effects of changes in the actuarial assumptions

an employee is recognized during the period when the employee renders the services

m) TAXES ON INCOME

Deferred tax is recognized on timing differences between the accounting income and the taxable income for the year

depreciation and carry forward of losses under the tax laws where deferred tax assets are recognized only to the extent

n) PROVISIONS AND CONTINGENT LIABILITIES

Liabilities which are material and whose future outcome cannot be ascertained with reasonable certainty is treated as

o) ACCOUNTING FOR LEASES

the liability and the interest cost so as to obtain a constant periodic rate of interest on the outstanding liability for each

2 Share Capital (Amount in `)Particulars As at 31 March 2017

Number Amount Number AmountAuthorisedEquity Shares of Òpening 7,00,00,000 70,00,00,000 Addition by creation of new shares - - - - Deductions - - - - Closing 7,00,00,000 70,00,00,000

`

Opening 1,50,00,000 15,00,00,000 Addition - - - - Deductions - - - - Closing 1,50,00,000 15,00,00,000

Total 8,50,00,000 85,00,00,000 Issued, Subscribed and Fully paid up Equity Shares of Òpening 3,22,27,406 32,22,74,060 Additions by way of fresh allotment in cash - - - - Deductions - - - - Closing 3,22,27,406 32,22,74,060

shares of ` Opening 1,00,00,000 10,00,00,000 Additions by way of fresh allotment in cash - - - - Deductions - - - - Closing 1,00,00,000 10,00,00,000

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

www.dionglobal.com

The Company has only one class of equity shares having a par value of `

amount per share recognized as distribution to equity holders was ` `` ` Nil) including Corporate Dividend Tax of `

2016 `

` 10 each at a premium of ` `

of preference shares shall be entitled to preferential right of redemption of the amount paid up and accumulated dividend ` `

As at 31 March 2017

Shares held Holding Shares held

Dion Global Investment Shares Trust 41,11,842 12.76 76,59,008 23.77 51,47,058 15.97

Oscar Investments Limited 22,36,596 6.9423,90,883 7.4222,78,489 7.42

1,00,00,000 100 - -

Oscar Investments Limited - -

2.3 Other Disclosures: Out of above fully paid up equity shares of `

Particulars As at 31 March 2017

As at

` `

Opening Balance 75,00,000

Closing Balance 75,00,000

Securities Premium Account

Opening Balance 2,18,47,90,864

Closing Balance 2,18,47,90,864

Opening balance (27,43,11,518)

(21,86,43,611)

- -

Closing Balance (49,29,55,129)

Total 1,69,93,35,735

4 Long Term Borrowings - Secured


As at

` `

Long term maturities of Term Loan from Banks -

Total -


As at 31 March 2016

` `

assets of the Company at the rate of Interest

is in 6 equal semi-annual instalments after a Balance outstanding

Non - current amount - -

assets of the Company at the rate of Interest of

months from the date of disbursement and

Balance outstanding

Non - current amount -

5 Other Long Term Liabilities


As at

` `

Security Deposit 5,94,072

Total 5,94,072


As at

` `

Gratuity 2,37,34,213

Leave Encashment 34,43,211

Total 2,71,77,424

7 Short Term Borrowings


Secured Unsecured Secured

Loans from related parties - 1,46,96,60,249,

-

Loan from Banks 34,45,97,055 - -

Total 34,45,97,055 1,46,96,60,249

Grand Total 1,81,42,57,304

www.dionglobal.com

7.1


As at

` `

Secured Borrowings

Yes Bank 33,00,00,000 Working Capital Demand Loan secured by hy-pothecation of all present and future current &

Overdraft with Bank 1,45,97,055 This is utilization as an open account (overdraft facility) with Yes Bank for working capital purpos-

34,45,97,055 Unsecured Borrowings

5,09,60,249 Loan Repayable on Demand at the rate of Inter-

-ited

1,41,87,00,000 Loan Repayable on Demand at the rate of Inter-

1,46,96,60,249

8 Trade Payables


As at

` `

- -

16,66,920

Total 16,66,920

8.1 -

9 Other Current LiabilitiesParticulars As at

31 March 2017 As at

` `

Current maturities of long-term debts 20,82,85,157 Interest accrued but not due on borrowings 15,96,48,190 Income received in advance 1,11,47,444 Other payables

- Creditors 1,27,39,242 - Other Liabilities 4,76,91,202 Total 43,95,11,235


As at

` `

Gratuity 20,24,859 Leave Encashment 4,00,794 Total 24,25,653

11Ta

ngib

le A

sset

s

Parti

cula

rsG

ross

Blo

ck D

epre

ciat

ion

Net

Blo

ck

Bal

ance

as

at

1 A

pril

2016

Add

ition

sdu

ring

the

year

Disp

osal

sdu

ring

the

year

Bal

ance

as

at

31 M

arch

20

17

Bal

ance

as

at

1 A

pril

2016

Dep

reci

atio

n D

ispos

als

durin

g th

e ye

ar

Bal

ance

as

at

31 M

arch

20

17

Bal

ance

as

at 3

1 M

arch

2017

Bal

ance

as

at 3

1 M

arch

201

6

``

``

``

``

``

Land

- -

- -

-

Leas

ehol

d Im

prov

emen

ts

Furn

iture

and

Fixt

ures

Com

pute

r Net

wor

king

&

Equi

pmen

ts

Tota

l 8

,32,

85,3

84

4,3

5,10

3 2

6,42

,446

8

,10,

78,0

41

7,2

4,37

,328

3

7,91

,738

4

2,44

6 7

,61,

86,6

21

48,

91,4

19

1,0

8,48

,055

201

6

12In

tang

ible

Ass

ets

Parti

cula

rsG

ross

Blo

ck A

mor

tizat

ion

Impa

irmen

t N

et B

lock

Bal

ance

as

at 1

Apr

il 20

16

Add

itions

durin

g th

e ye

ar

Disp

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sdu

ring

the

year

Bal

ance

as

at 3

1 M

arch

20

17

Bal

ance

as

at 1

Apr

il 20

16

Dep

reci

atio

n D

ispos

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durin

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Bal

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as

at 3

1 M

arch

20

17

Bal

ance

as a

t 1

April

201

6 Im

pairm

ent

durin

g th

e -sa

ls

Bal

ance

as

at 3

1 M

arch

20

17

Bal

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as

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1 M

arch

20

17

Bal

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as

at 3

1 M

arch

20

16

``

``

``

``

``

``

`

- -

-

Inte

rnal

ly De

velo

ped

Softw

are

-

Web

site

Desig

n (O

utso

urce

) -

- -

-

Tota

l 14

,39,

59,1

05 3

1,73

,500

-

14,7

1,32

,605

9,0

1,26

,219

8

2,73

,511

-

9,8

3,99

,730

3

,69,

04,7

11

- 3

,69,

04,7

11

1,1

8,28

,164

1

,69,

28,1

74

201

6 -

- -

Not

es:



As at

` `

Software under Development

Opening Balance 72,86,324

34,49,455

Gross Intangibles 1,07,35,779

-

Total 1,07,35,779

Amount in `

FaceValue

As at 31 March 2017

Number Amount Number Amount

Cholamandalam DBS Finance Limited `10 5 702 `10 25 34

Eskay Knit (India) Limited `1 1,500 92 `1 41 6,362

India Bulls Real Estate Limited `2 5 - -

Indian Sucrose Limited `10 3,500 14,350 `10 100 160 100 160

` 10 759 10

`10 11,165 2,62,378 Lupin Limited `2 40 4,680

`10 100 485 100

`10 100 1,603 100

`10 100 155 100

Reliance Industries Limited `10 20,212 40,97,946 Royal Airways Limited `10 300 705 Tata Finance Limited `10 100 1,410 100

Wockhardt Limited ` 400 1,40,320 `1 15,090 4,71,562 `10 50,000 5,00,000

55,03,703

-Subsidiaries

2,17,02,8011,20,17,83,634

27,10,000Oliverays Innovations Limited `10 50,000 3 -Other bodies

`10 420,000 2,20,000

61

FaceValue

As at 31 March 2017

Number Amount Number AmountInter-connected Enterprises Limited (Formerly known as Inter-Connected Stock

`1 1,243,280 1,55,41,000

Cochin Stock Exchange Limited `10 - - Total (a) 1,21,75,44,637

-Subsidiary

18,573,805 79,84,00,557

Dion Global Investment Shares Trust `10 4,111,842 49,60,08,315

2,51,19,53,5092,51,74,57,212

Investments

(2,20,000)

-Cholamandalam DBS Finance Limited (702) (34)

-Eskay Knit (India) Limited (92) (6,362)

-Indian Sucrose Limited (14,350) (160) (160)

(759) (2,62,378)

-Lupin Limited (4,680) (485)

(1,603) (155)

-Reliance Industries Limited (40,97,946) -Royal Airways Limited (705) -Tata Finance Limited (1,410) -Wockhardt Limited (1,40,320)

(4,71,562) (52,23,703)

Grand Total (Net) 2,51,22,33,509


As at

` `

-Quoted Investments 55,03,703

2,51,19,53,509

52,23,703 3,54,01,791

12,60,000



As at

` `

a. Security Deposits

From Related parties - -

From Non-Related parties 76,70,977

Total (a) 76,70,977

-

` NIL) 5,28,90,067

Balances with Service Tax Authorities 50,00,000

13,12,286

Central Sales Tax Recoverable 33,18,970

Total (b) 6,25,21,323

Grand Total (a+b) 7,01,92,300

16 Other Non Current Assets


As at

` `

- Fixed Deposit Account 74,59,594

-Debt Service Reserve Account -

Total 74,59,594


As at

` `

Trade receivables outstanding for a period less than six months from the date they are due for payment

9,31,44,305

- -

- -

Total (a) 9,31,44,305

Trade receivables outstanding for a period exceeding six months from the date they are due for payment

1,29,42,595

35,74,658

(35,74,658)

Total (b) 1,29,42,595


18 Cash and Bank Balances


As at

` `

Cash in hand 21,066

- Current Account 6,42,036

6,63,102

Other Bank Balances

28,06,25,000 -

Total 28,12,88,102

18.1

As at 31st March 2017

FDR Balances with Bank TotalSecurities any Lien

TotalSecurities

Free from any Lien

acquisition 25,00,00,000 25,00,00,000 - - - -

-Debt Service Reserve Account maintained through out the loan tenor

3,06,25,000 3,06,25,000 - - - -

Shown as Current Assets 28,06,25,000 28,06,25,000 - - - -

after one year from 12 months from the reporting date

74,59,594 74,59,594 - -

-Debt Service Reserve Account maintained through out the loan tenor

- - - -

Shown as Non Current Assets 74,59,594 74,59,594 - -

Total 28,80,84,594 28,80,84,594 - -


As at

` `

74,59,594

Debt Service Reserve account - Non current -

Debt Service Reserve account - Current 3,06,25,000 -

FDR against Bank guarantees - Current 25,00,00,000 -

Total 28,80,84,594

www.dionglobal.com


As at

` `

Unsecured, considered good

1,23,99,43,268

Other Advances 15,20,79,120

Total (a) 1,39,20,22,388


40,25,627


12,90,298

Other Advances 5,49,740

Unsecured, considered goodSecurity Deposits from Related parties - -

Total (b) 76,44,376

Grand Total (a+b) 1,39,96,66,764

20 Other Current Assets


As at

` `

Interest Accrued on Fixed Deposits 28,59,872

Total 28,59,872

21. Contingent Liabilities


As at

` `

(a) Guarantees

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

25,00,00,000 -

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

- Disputed Income Tax Demands not provided for 85,33,617

- Disputed Service Tax Demands not provided for 4,81,61,659

89,96,633

- Other contingent liabilities with respect to litigations 17,75,000

Total 31,74,66,909

1 Religare Technova Global Solutions Limited (merged with Dion Global Solutions Limited) has received a demand notice of `

`

2 Religare Technova Global Solutions Limited (merged with Dion Global Solutions Limited) has received a Show Cause Notice of`

ànd `

`

`

payment of sum of ``

`

Particulars For the year ended 31 March 2017

For the year ended

` `

4,68,97,299

Sale of Services

Software Development 18,26,00,887

4,68,13,987

Total 27,63,12,173


23. Other Income


For the year ended

` `

Interest Income 14,99,48,223

-

Other Non Operating Income (net of expenses)

Bad Debts Recovered 1,00,000

1,93,287 Balances Written Back -

Bank Guarantee Commission from Subsidiary 1,76,78,178

Interest on Income Tax Refund 91,37,503 Total 17,70,57,191


For the year ended

` `

Salaries and Wages 21,64,39,544

2,06,40,989

Staff Welfare Expenses 70,45,119

Training and Recruitment Expenses 5,73,167

Total 24,46,98,819


For the year ended

` `

Salaries and Wages -

Total -

25 Finance Costs


For the year ended

` `

Interest Expense

Interest - Corporate Loans 17,74,50,438

Interest - Others 7,65,17,910

Other Borrowing Costs 3,98,27,186

Total 29,37,95,534

26 Depreciation and Amortization


For the year ended

` `

Depreciation 37,91,738

Amortization 82,73,511

Total 1,20,65,249

27 Other Expenses


For the year ended

` `

Rent 2,21,30,992

75,10,718

Insurance 1,99,268

7,86,249

53,00,446

19,42,207

Balances Written off 1,53,554 -

1,35,73,257

2,22,51,901

Travelling and Conveyance 74,02,129

Electricity and Water Expenses 36,36,664

52,97,188

7,59,073

Exchange Fluctuation (Net) 1,26,60,485

Bank Charges 1,37,243

60,63,196

26,01,916

Other Operating Expenses 54,15,048

5,52,882

Net loss on sale of investments 49,325 -

Total 11,84,23,741



For the year ended

` `

Statutory Audit Fees 3,12,500

Tax Audit Fees 75,000

Other Services 1,48,876

Reimbursement of Expenses 16,506

Total 5,52,882

28 Exceptional items


For the year ended

` `

30,29,632 -

Total 30,29,632 -

28.1


For the year ended 31 March 2016

` `

Weighted average number of equity share

`) 10 10

Earning per share

Basic

Diluted


For the year ended

` `

35,74,658

Total 35,74,658


For the year ended

` `

Travelling Expenses 36,35,823

68,71,132

Total 1,05,06,955


For the year ended

` `

Software Development & IT Services

Interest Income

Total 20,14,21,273

33 Interest Rate SwapThe Company has undertaken a cross currency interest rate swap transaction for `


USD ` `

Currency and Interest Swap - -

- -

Total - -


For the year ended

` `

swap (1,17,69,727)

1,37,79,180

Total 20,09,453

Particulars Gratuity

2016-17 2016-17

I Assumptions as at 31st March, 2017

Indian

Mortality(2006-08)

Ultimate

Indian Assured

(2006-08)

Indian Assured

(2006-08)Ultimate

IndianAssured Lives

(2006-08)

Discount Rate 7.5% p.a. 7.5% p.a.

Expected Rate of return on plan assets N.A. N.A.

Expected Average Remaining Service 22 22 22 22

www.dionglobal.com

Particulars Gratuity

2016-17 2016-17

II

1,80,94,308 30,42,267

Interest Cost 14,48,104 2,32,238

Current Service Cost 33,87,377 53,35,716

Liabilities assumed on transferred employees - - - -

33,03,812 10,61,713

(61,33,095) 37,04,503

2,57,59,072 38,44,005

III

N.A. N.A.

- - - -

- - - -

- - - -

N.A. N.A.

Amounts to be recognized in the Balance Sheet

2,57,59,072 38,44,005

- - - -

- - - -

2,57,59,072 38,44,005

- - - -

2,57,59,072 38,44,005

LossInterest Cost 14,48,104 2,32,238


- - - -

(61,33,095) 37,04,503

1,09,68,576 18,63,451

March 31, 2017

Current Liability 20,24,859 4,00,794

Non Current Liability 2,37,34,213 34,43,211

2,57,59,072 38,44,005

35 Segment Reporting:

Primary Segment – Business Segments:

I. Amount in `Particulars Unallocated Total

2016-2017 2016-2017 2016-2017 2016-2017

External Revenue 28,56,42,963 8,02,76,808 8,74,49,592 45,33,69,364

Inter-Segmental Revenue - - - - - -

28,56,42,963 8,02,76,808 8,74,49,592 45,33,69,364

(ii) Segment Results

Total Segment Results (13,32,45,137) (17,02,48,067) - - (30,34,93,204)

- - - - 8,48,49,592 8,48,49,592

- - - - - - - -

Income Taxes ( Current and Deferred Tax)

- - - - - - - -

(13,32,45,137) (17,02,48,067) 8,48,49,592 (21,86,43,612)

(iii) Segment Assets 22,27,99,746 2,83,01,06,190 - - 3,05,29,05,936

- - - - 1,35,43,36,467 1,35,43,36,467

Total Assets 22,27,99,746 2,83,01,06,190 1,35,43,36,467 4,40,72,42,403

60,76,87,202 1,67,79,45,406 - - 2,28,56,32,608

Liabilities - - - - - - - -

Total Liabilities 60,76,87,202 1,67,79,45,406 - - 2,28,56,32,608

36,08,603 - - - - 36,08,603

-diture

- - - - - - - -

Total Capital expenditure 36,08,603 - - - - 36,08,603

-sation

1,20,65,249 - - - - 1,20,65,249

amount - - - - - - - -

Total Depreciation 1,20,65,249 - - - - 1,20,65,249

other than Depreciation 18,45,351 - - - - 18,45,351

-diture

- - - - - - - -

Total Non cash expenditure 18,45,351 - - - - 18,45,351

ii) Secondary Segment – Geographical SegmentsRevenue from geographical segment is based on location of its customers and total carrying amount of assets and total cost

Amount in `Particulars 2016-2017

Within India 25,19,48,091Outside India 20,14,21,273Total 45,33,69,364Segment Assets:Within India 4,40,72,42,403Outside India Nil Nil Total 4,40,72,42,403

Within India 36,08,603Outside India Nil Nil Total 36,08,603

www.dionglobal.com

36 Related Party as per Accounting Standard 18:

i) Subsidiary Companies

ii) Step Down Subsidiaries

1 Cerestra Advisors Limited2 Finserve Shared Services Limited

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37 Other Notes

Operating Leases

Particulars 2016-17 2015-16

2,21,30,992

Amount as on Maximum amount outstanding during the year

March 31, 2017

March 31, 2016

2016-17 2015-16

Loans and advances in the nature of loan to subsidiary

-

SBNs OtherDenomination

Notes

Total

Opening cash in hand as on 08.11.2016 27,500 - 27,500

-

-

(-) Amount deposited in Banks -

Closing cash in hand as on 30.12.2016 - 22,219 22,219

There is no other information apart from the information already disclosed above required to be disclosed pursuant to the





www.dionglobal.com

INDEPENDENT AUDITOR’S REPORTTO THE MEMBERS OF DION GLOBAL SOLUTIONS LIMITEDReport on the Consolidated Financial StatementsWe have audited the accompanying Consolidated Financial Statements of Dion Global Solutions Limited(hereinafter referred to as “the Holding CompanyCompany and its subsidiaries together referred to as “theGroup

st

and other explanatory information (hereinafter referred to as “the Consolidated Financial Statements

Statements

the preparation of these Consolidated Financial Statements

(hereinafter referred to as “the Act

Group in accordance with the accounting principles generally

of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting

implementation and maintenance of adequate internal

statements that give a true and fair view and are free from

been used for the purpose of preparation of the Consolidated

Auditor’s ResponsibilityOur responsibility is to express an opinion on these Consolidated

the accounting and auditing standards and matters which are required to be included in the audit report under the provisions

We conducted our audit in accordance with the Standards

Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance

procedures to obtain audit evidence about the amounts

including the assessment of the risks of material misstatement

preparation of the Consolidated Financial Statements that give a true and fair view in order to design audit procedures that

evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports

and appropriate to provide a basis for our audit opinion on the

OpinionIn our opinion and to the best of our information and according

Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted

st

Other Matters

` st

` `

audited by other auditors whose reports have been furnished

(a) We have sought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purposesof our audit of the

law relating to preparation of the aforesaid Consolidated Financial Statements have been kept so far as it appears from our examination of those books and the reports of the

Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the Consolidated Financial

Statements comply with the Accounting Standards

(e) On the basis of the written representations received from st

Company and the reports of the other statutory auditors of

st

the operating effectiveness of such controls refer to our

(g) With respect to the other matters to be included in

and to the best of our information and according to the

impact of pending litigations on the consolidated

losses on long-term contracts including derivative

provided requisite disclosures in the consolidated

audit procedures and relying on the management representation we report that the disclosures are in accordance with books of account maintained by the company and as produced to us by the

ForChartered Accountants

(Neeraj Bansal)

th

Annexure A to the Independent Auditor’s Report to the members th

May 2017 on its Consolidated Financial Statements

In conjunction with our audit of the Consolidated Financial st

are responsible for establishing and maintaining internal

its subsidiaryconsidering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute

Auditor’s Responsibility

conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting

Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal

maintained and if such controls operated effectively in all

to obtain audit evidence about the adequacy of the internal

the design and operating effectiveness of internal control

a process designed to provide reasonable assurance regarding

policies and procedures that (1) pertain to the maintenance

statements in accordance with generally accepted accounting

are being made only in accordance with authorizations of

reasonable assurance regarding prevention or timely detection

Reporting

misstatements due to error or fraud may occur and not be

reporting may become inadequate because of changes in

Opinion

st

Company and its subsidiaryconsidering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute

ForChartered Accountants

(Neeraj Bansal)

th


CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2017Particulars Note

No.As at

March 31, 2017`

As at

`

Share capital 2 42,22,74,060 Reserves and surplus (38,51,89,343)Minority Interest 6,88,63,213

Non - current liabilitiesLong - term borrowings - Other long term liabilities 6 62,28,057 Long - term provisions 40,22,24,170

Current liabilitiesShort - term borrowings 8 4,43,19,55,601 Trade payables 8,10,68,931 Other current liabilities 10 1,54,11,41,381 Short - term provisions 11 6,66,58,129

TOTAL 6,63,52,24,199 ASSETS

Non - current assetsFixed assets

Tangible assets 12 2,69,23,718 Intangible assets 45,73,02,302 Goodwill on Consolidation 3,07,33,52,974 Intangible assets under Development 26,96,77,169

Non - current investments 51,20,49,315 Deferred tax assets (net) 16 3,41,43,805 Long - term loans and advances 7,05,08,967 Other non - current assets 18 74,59,594

Current assetsTrade receivables 55,40,07,325 Cash and bank balances 20 38,35,05,166 Short - term loans and advances 21 1,24,34,33,992 Other current assets 22 28,59,872

TOTAL 6,63,52,24,199 1





81

Particulars NoteNo. March 31, 2017

`

Year Ended

`

Revenue from operations 2,40,68,57,717

Other income 17,79,02,025

2,58,47,59,742

Expenses

26 1,50,13,30,975

Finance costs 46,62,50,254

Depreciation and amortization expense 28 18,87,85,718

Other expenses 77,18,21,369

Total Expenses 2,92,81,88,316

(34,34,28,574)

Exceptional items 12,45,20,987

(46,79,49,561)

Tax expense 2,03,477

(46,81,53,038)

(1,03,30,763)

(45,78,22,275)

Basic (14.24)

Diluted (14.24)

1






Amount in `PARTICULARS March 31, 2017 CASH FLOW FROM OPERATING ACTIVITIES

(46,79,49,561)

-Non cash ItemsDepreciation and amorization expense 18,87,85,718

(1,81,63,053) 27,95,411

Fixed Asset written off 26,00,000 - Effect of exchange difference on translation of assets and liabilities (21,47,65,979)Adjustment in Reserves on liquidation of subsidiaries (4,03,64,814) -

(2,73,94,233) 57,30,369

1,03,30,763 15,483 - 49,325 -

-Non trading incomesInterest Income (10,96,60,118)Finance Costs 46,62,50,254

- (20,17,40,435)

(6,23,04,605) 2,54,85,713

14,43,78,502 (9,41,80,825)

(2,03,477) (9,43,84,302)

CASH FLOW FROM INVESTING ACTIVITIES 7,31,37,509

(4,55,65,322) -

4,43,925 - (6,43,42,662)

(2,501,95,493)Interest Received 2,11,78,695

(26,53,43,348)CASH FLOW FROM FINANCING ACTIVITIES

(21,90,54,371) 1,09,65,15,911 (43,97,73,802)

43,76,87,738 7,79,60,088 2,49,20,079

10,28,80,166

-Cash in hand 21,066 -Balance with Banks in Current Account 10,28,59,100

10,28,80,166 Notes:





NOTES TO FINANCIAL STATEMENTS1 SIGNIFICANT ACCOUNTING POLICIES

a) BASIS OF ACCOUNTING

b) PRINCIPLES OF CONSOLIDATION

c) USE OF ESTIMATES

d) REVENUE RECOGNITION

iv) Revenue from annual maintenance contracts is recognized proportionately over the period in which services are

v) Revenue from software consultancy and support services is recognized based on proportionate completion method

Billings in excess of revenue that is recognized on service contracts are recorded as deferred revenue until the above

www.dionglobal.com

e) TANGIBLE ASSETS

g) IMPAIRMENT OF INTANGIBLE ASSETS

h) BORROWING COSTS

Borrowing costs incurred for the acquisition of qualifying assets are recognized as part of cost of such assets when it is

Depreciation has been provided based on life assigned to each asset in accordance with Schedule II of the Companies

8 years

Computer Networking and Equipments 6 years

Furniture and Fixtures 10 years

basis over their useful life to the economic entity as estimated by the local management as per applicable jurisdictions

Exchange differences resulting from the settlement of such transactions and from the restatement of such monetary assets

k) INVESTMENTS

iii) The employees of the Company are entitled to compensated absences and leave encashment as per the policy of

iv) Actuarial gains and losses comprise experience adjustments and the effects of changes in the actuarial assumptions

n) TAXES ON INCOME

depreciation and carry forward of losses under the tax laws where deferred tax assets are recognized only to the extent

o) PROVISIONS AND CONTINGENT LIABILITIES

Liabilities which are material and whose future outcome cannot be ascertained with reasonable certainty is treated as

p) ACCOUNTING FOR LEASES

the liability and the interest cost so as to obtain a constant periodic rate of interest on the outstanding liability for each

r) TRANSLATION OF OVERSEAS SUBSIDIARIES

t) DERIVATIVE TRANSACTIONS


2 Share Capital Amount in `


Number Amount Number Amount

Authorised

Equity Shares of `

Opening 7,00,00,000 70,00,00,000

Addition by creation of new shares - - - -

Deductions - - - -

Closing 7,00,00,000 70,00,00,000

`

Opening 1,50,00,000 15,00,00,000

Addition - - - -

Deductions - - - -

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

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

Issued, Subscribed and Fully paid up

Equity Shares of `

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

Additions by way of fresh allotment in cash - - - -

Deductions - - - -

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

shares of `

Opening 1,00,00,000 10,00,00,000

Additions by way of fresh allotment in cash - - - -

Deductions - - - -

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

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

The Company has only one class of equity shares having a par value of `

amount per share recognized as distribution to equity holders was ` `` ` Nil) including Corporate Dividend Tax of `

2016 `

` 10 each at a premium of ` `

of preference shares shall be entitled to preferential right of redemption of the amount paid up and accumulated dividend ` `

As at 31 March 2017

Shares held Holding Shares held

Dion Global Investment Shares Trust 41,11,842 12.76 76,59,008 23.77 51,47,058 15.97

Oscar Investments Limited 22,36,596 6.9423,90,883 7.42

22,78,489 7.07

1,00,00,000 100 - -

Oscar Investments Limited - - 100

2.3 Other Disclosures: Out of above fully paid up equity shares of `


As at

` `

Opening Balance 1,39,30,712

- -

Closing Balance 1,39,30,712

Securities Premium Account

Opening Balance 2,18,47,90,864

Closing Balance 2,18,47,90,864

Opening Balance 10,75,05,426

(19,19,68,333)

Closing Balance (8,44,62,907)

Opening balance (2,00,12,60,923)

(45,78,22,275)

(2,45,90,83,198)

(4,03,64,814) -

Closing Balance (2,49,94,48,012)

Total (38,51,89,343)


4 Minority Interest


As at

` `

6,88,63,213

Total 6,88,63,213

5 Long Term Borrowings - Secured


As at

` `

Long term maturities of Term Loan from Banks -

Total -


As at

` `

assets of the Company at the rate of Interest

is in 6 equal semi-annual instalments after a Balance outstanding 16,66,18,490

16,66,18,490

Non - current amount - -

assets of the Company at the rate of Interest of

months from the date of disbursement and every

Balance outstanding 4,16,66,667

4,16,66,667

Non - current amount -

6 Other Long Term Liabilities


As at

` `

-

Security Deposit 5,94,072

Income Received in Advance 56,33,985

Total 62,28,057


As at

` `

Gratuity 2,37,34,213

Leave Encashment 6,89,41,292

30,95,48,665

Total 40,22,24,170

8 Short Term Borrowings


Secured Unsecured Secured

Loans from Banks 1,63,98,61,434 - -

Loans from Others - 3,83,99,343 - -

Loans repayable on demand from related parties - 2,72,58,08,080 -

Loans from Directors - 2,78,86,744 -

Total 1,63,98,61,434 2,79,20,94,167

Grand Total 4,43,19,55,601


As at

` `

- Loan from Directors (In Dion Global 2,78,86,744 Loan Repayable before the termination date

3,83,99,343 - Loan Repayable before the termination date

Secured Borrowings

1,22,70,65,692

The loan is secured by an unconditional and irrevocable stand-by letter of credit (SBLC)

- Yes Bank 33,00,00,000 Working Capital Demand Loan secured by hypothecation of all present and future current

-Overdraft with Bank 1,45,97,055 This is utilization as an open account (overdraft facility) with Yes Bank for working capital

-Overdraft with Bank (In Dion Global Solutions (London)

2,03,23,694 This is utilization as an open account (overdraft

- Overdraft with Bank 4,78,74,993 This is utilization as an open account (overdraft

1,63,98,61,434

parties

Limited 1,41,87,00,000 Loan Repayable on Demand at the rate of

www.dionglobal.com


As at

` `

22,77,93,621 Loan Repayable on Demand at the rate of

1,02,83,54,210 Loan Repayable on Demand at the rate of

5,09,60,249 Loan Repayable on Demand at the rate of

related parties 2,72,58,08,080

9 Trade Payables


As at

` `

- -

8,10,68,931

Total 8,10,68,931

9.1

10 Other Current Liabilities


As at

` `

Current maturities of long-term borrowings 20,82,85,157

-

Interest accrued but not due on borrowings 26,60,56,565

Income received in advance 43,14,46,782

7,00,72,844

21,96,260 -

Other payables

- Creditors 13,63,12,879

- Others 42,67,70,894

Total 1,54,11,41,381

10.1


As at

` `

Gratuity 20,24,859

Leave Encashment 6,46,33,270

Total 6,66,58,129

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www.dionglobal.com


As at

` `

13,02,10,779

13,94,66,390

Gross Intangibles 26,96,77,169

- -

Total 26,96,77,169

Amount in `

Particulars FaceValue

As at 31 March 2017 Number Amount Number Amount

Cholamandalam DBS Finance Limited ` 10 5 702

` 10 25 34

Eskay Knit (India) Limited ` 1 1,500 92

` 1 41 6,362

Indian Sucrose Limited ` 10 3,500 14,350

` 10 100 160 100 160

` 10 759 10

` 10 11,165 2,62,378

Lupin Limited ` 2 40 4,680

` 10 100 485 100

` 10 100 1,603 100

` 10 100 155 100

Reliance Industries Limited ` 10 20,212 40,97,946

Royal Airways Limited ` 10 300 705

Tata Finance Limited ` 10 100 1,410 100

Wockhardt Limited ` 400 1,40,320

` 1 15,090 4,71,562

` 10 50,000 5,00,000

India Bulls Real Estate Limited ` 2 5 - -

55,03,703

-Other bodies

` 10 - - - -

` 10 4,20,000 2,20,000

Inter-connected Enterprises Limited (Formerly known as Inter-Connected Stock Exchange of

` 1 12,43,280 1,55,41,000

Cochin Stock Exchange Limited ` 10 -

Particulars FaceValue

As at 31 March 2017 Number Amount Number Amount

Dion Global Investment Shares Trust ` 10 41,11,842 49,60,08,315

51,17,69,315

51,72,73,018

(2,20,000)

-Cholamandalam DBS Finance Limited (702)

(34)

-Eskay Knit (India) Limited (92)

(6,362)

-Indian Sucrose Limited (14,350)

(160) (160)

(759)

(2,62,378)

-Lupin Limited (4,680)

(485)

(1,603)

(155)

-Reliance Industries Limited (40,97,946)

-Royal Airways Limited (705)

-Tata Finance Limited (1,410)

-Wockhardt Limited (1,40,320)

(4,71,562)

(52,23,703)

Grand Total (Net) 51,20,49,315


As at

` `

-Quoted Investments 55,03,703

51,17,69,315

52,23,703

3,54,01,791

12,60,000

www.dionglobal.com

Particulars As on 31 March 2017 (Credit) during

the year

As on 31 March 2016 (Credit) during

the year

As on 1 April 2015

Amount (`) Amount (`) Amount (`) Amount (`) Amount (`)

Difference between Book and tax depreciation

- - - - -

Total Deferred tax Liabilities - - - - -

3,41,43,805

Total Deferred tax Asset 3,41,43,805

3,41,43,805


As at

` `

Security Deposits

From Related parties - -

From Non-Related parties 76,70,977

Total (a) 76,70,977

-

` NIL) 5,32,06,734


13,12,286

Central Sales Tax Recoverable 33,18,970

Total (b) 6,28,37,990


18 Other Non Current Assets


As at

` `

-

Total (a) -

- Fixed Deposit Account 74,59,594

-Debt Service Reserve Account -

Total (b) 74,59,594

Grand Total (a+b) 74,59,594


As at

` `

Trade receivables outstanding for a period less than six months from the date they are due for payment

50,47,01,846

- -

- -

Total (a) 50,47,01,846

Trade receivables outstanding for a period exceeding six months from the date they are due for payment

4,93,05,479

29,34,92,477

(29,34,92,477)

Total (b) 4,93,05,479


20 Cash and Bank Balances


As at

` `

Cash in hand 21,066

- Current Account 10,28,59,100

10,28,80,166 Other Bank Balances

28,06,25,000 -

Total 38,35,05,166

20.1

FDR Balances with BankAs at 31 March 2017

TotalSecurities any Lien

TotalSecurities

Free from any Lien

acquisition 25,00,00,000 25,00,00,000 - - - -

-Debt Service Reserve Account maintained through out the Term loan

3,06,25,000 3,06,25,000 - - - -

Shown as Current Assets 28,06,25,000 28,06,25,000 - - - -

after one year from 12 months from the reporting date

74,59,594 74,59,594 - -

-Debt Service Reserve Account maintained through out the Term loan

- - - -

Shown as Non Current Assets 74,59,594 74,59,594 - -

Total 28,80,84,594 28,80,84,594 - -

www.dionglobal.com


As at

FDR against Bank guarantees-Current 25,00,00,000 -

74,59,594

Debt Service Reserve account - Current 3,06,25,000 -

Debt Service Reserve account - Non current -

Total 28,80,84,594


As at

` `


90,60,71,726


Total (a) 96,94,08,503


5,18,37,888

Balances with Service Authorities 21,21,322

2,12,92,362



- -

From Non-Related parties 2,47,34,286

Total (b) 27,40,25,489

Grand Total (a+b) 1,24,34,33,992

22 Other Current Assets


As at

` `

28,59,872

Total 28,59,872

23 Contingent Liabilities


As at

` `

In Holding Company:-Disputed Income Tax Demands not provided for 85,33,617 Disputed Service Tax Demands not provided for 4,81,61,659

89,96,633 Other contingent liabilities with respect to litigations 17,75,000 Total 6,74,66,909

1 Religare Technova Global Solutions Limited (merged with Dion Global Solutions Limited) has received a demand notice of `

`

2 “Religare Technova Global Solutions Limited (merged with Dion Global Solutions Limited) has received a Show Cause Notice of`

ànd `

`

`

payment of sum of ``

`


For the year ended

` `

License Fees 53,54,69,609

Sale of Services

Software Development 73,87,13,187

1,13,26,74,921

Total 2,40,68,57,717

www.dionglobal.com

25 Other Income


For the year ended

` `

Interest Income 11,87,97,621

-

Other Non Operating Income (net of expenses)

Bad Debts Recovered 1,00,000

3,63,63,713

Balances Written Back 2,26,40,691

Total 17,79,02,025


For the year ended

` `

1,27,71,62,426

8,88,83,254

Staff Welfare Expenses 11,71,97,936

Training and Recruitment Expenses 1,80,87,359

Total 1,50,13,30,975


For the year ended

` `

Salaries and Wages -

Total -

26 Finance Costs


For the year ended

` `

Interest Expense

Interest - Corporate Loans 27,97,96,532

Interest - Others 11,93,04,558

Other Borrowing Costs 6,71,49,164

Total 46,62,50,254


For the year ended

` `

Depreciation 1,81,23,452

Amortization 17,06,62,266

Total 18,87,85,718

29 Other Expenses


For the year ended

` `

Rent 11,92,53,229

2,66,65,716

Insurance 2,32,32,339

70,57,684

2,81,11,474

27,95,411

4,97,90,167

2,97,99,630

Travelling and Conveyance 7,29,11,070

Electricity and Water Expenses 1,18,78,344

5,46,79,258

29,22,730

15,483 -

Bank Charges 39,58,386

3,31,69,999

Loss on sale of Investments 49,325 -

26,29,241

Other Operating Expenses 21,11,56,850

97,12,373

Exchange Fluctuation (Net) 4,84,48,255

General expenses 3,35,84,405

Total 77,18,21,369

29.1 Payment to Auditors


For the year ended

` `

Audit Fees 79,82,543

Tax Audit Fees 75,000

Other Services 16,38,324

Reimbursement of Expenses 16,506

Total 97,12,373


30 Exceptional items


For the year ended

` `

- 12,45,20,987 -

Total 12,45,20,987

30.1

30.2

31 Interest Rate SwapThe Company has undertaken a cross currency interest rate swap transaction for `


USD ` `

Currency and Interest Swap - - - -

Total - -


For the year ended

` `

Realized Exchange Gain on repayment of principal outstanding of swap (1,17,69,727) 1,37,79,180

Total 20,09,453

32 Tax Expenses


For the year ended

` `

Earlier Year Tax 2,03,477 Total 2,03,477


For the year ended

` `

(45,78,22,275) (10,00,000)

(1,62,225) (45,89,84,500)

Weighted average number of equity share 3,22,27,406 3,22,27,406

`) 10 10 Earning per share

Basic (14.24)Diluted (14.24)

101


For the year ended

` `

29,34,92,477

Total 29,34,92,477

Amount in `

Particulars Gratuity Leave Encashment

2016-17 2015-16

I Assumptions as at 31st March, 2017

Indian

Mortality(2006-08)

Ultimate

Indian

Mortality(2006-08)

Ultimate

IndianAssured Lives

(2006-08)

Indian Assured

(2006-08)

Discount Rate 7.5% p.a. 8% p.a.

Expected Rate of return on plan assets N.A. N.A.

Expected Average Remaining Service 22 22 22 22

II

1,80,94,308 1,59,10,902

Interest Cost 14,48,104 13,33,829


Liabilities assumed on transferred employees - - - -

33,03,812 24,66,655

(61,33,095) 1,72,417

2,57,59,072 1,80,94,308

III

N.A. N.A.

- - - -

- - - -

- - - -

N.A. N.A.

Amounts to be recognized in the Balance Sheet

2,57,59,072 1,80,94,308

- - - -

- - - -

2,57,59,072 1,80,94,308

- - - -

2,57,59,072 1,80,94,308

Interest Cost 14,48,104 13,33,829


- - - -

(61,33,095) 1,72,417

1,09,68,576 46,50,061


Particulars Gratuity Leave Encashment

2016-17 2015-16

31, 2017

Current Liability 20,24,859 18,09,431

Non Current Liability 2,37,34,213 1,62,84,877

2,57,59,072 1,80,94,308

36 Segment Reporting:Primary Segment – Business Segments:

Amount in `Particulars Unallocated Total

2016-2017 2016-2017 2016-2017

External Revenue 2,58,47,59,742 - - 2,58,47,59,742

Inter-Segmental Revenue - - - - - -

2,58,47,59,742 - - 2,58,47,59,742

(ii) Segment Results

Total Segment Results (46,81,53,038) - - (46,81,53,038)

- - - - - -

- - - - - -

Income Taxes ( Current and Deferred Tax) - - - - - -

(46,81,53,038) - - (46,81,53,038)

(iii) Segment Assets 5,21,71,03,159 - - 5,21,71,03,159

- - 1,41,81,21,040 1,41,81,21,040

Total Assets 5,21,71,03,159 1,41,81,21,040 6,63,52,24,199

6,52,92,76,267 - - 6,52,92,76,267

- - - - - -

Total Liabilities 6,52,92,76,267 - - 6,52,92,76,267

29,31,21,492 - - 29,31,21,492

- - - - - -

Total Capital expenditure 29,31,21,492 - - 29,31,21,492

18,87,85,718 - - 18,87,85,718

- - - - - -

Total Depreciation 18,87,85,718 - - 18,87,85,718

15,483 - - - 15,483 -

- - - - - -

Total Non cash expenditure 15,483 - - - 15,483 -

ii) Secondary Segment – Geographical SegmentsRevenue from geographical segment is based on location of its customers and total carrying amount of assets and total cost

Particulars 2016-2017

In India 26,31,91,63546,00,80,027

In Asia 40,15,73,859In Europe 1,31,79,39,384Others 14,19,74,838Total 2,58,47,59,742Segment Assets:In India 2,40,78,10,538

71,87,23,244In Asia 85,98,32,895In Europe 1,78,04,52,317Others 86,84,05,205Total 6,63,52,24,199

In India 36,08,60312,89,57,651

In Asia 4,07,290In Europe 10,60,34,187Others 5,41,13,761Total 29,31,21,492

37 Related Party as per Accounting Standard 18:

ii) Key management personnel

1 Cerestra Advisors Limited2 Finserve Shared Services Limited

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38. Enterprises consolidated as subsidiary in accordance with Accounting Standard 21-Consolidated Financial Statements:

Incorporation ownership interest as on

March 31, 2017

ownership interest as on

March 31, 2016100%

OliveRays Innovations Ltd India 100%

Australia 100%

100%

Australia 100%

Australia 100%

Australia 100%

100%

100%

100%

Canada 100%

Singapore 100%

100%

100%

100%

100%

44%

Chase Cooper Ltd @ 44%

DBS Financial Systems Ltd @ 44%

100%

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Germany 100%

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$ WOS of Dion Singapore ^ WOS of Dion Latam


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40 Lease Commitments Amount in `

Particulars 2017 2016

Non-Cancellable Operating Leases

Within 1 year 7,06,23,902

8,93,80,840

Total 16,00,04,742

41 Other Notes

SBNs OtherDenomination

Notes

Total

Opening cash in hand as on 08.11.2016 27,500 - 27,500 -

-

(-) Amount deposited in Banks -

Closing cash in hand as on 30.12.2016 - 22,219 22,219

There is no other information apart from the information already disclosed above required to be disclosed pursuant to the





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Documents

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