Dion Global Solutions Limited
Your Directors have immense pleasure in presenting this 18th Annual Reporton the business and operations of the Company along with the Audited Accounts for thefinancial year ended March 31, 2013.
The brief highlights of Standalone and Consolidated financial results of the Companyfor the Financial Years 2012-13 and 2011-12 are as under:
(Rs. in Crores)
|Particulars || |
| ||2012-13 ||2011-12* ||2012-13 ||2011-12* |
|Revenue ||34.24 ||34.06 ||248.24 ||174.06 |
|Other Operating Income ||1.18 || ||1.18 || |
|Operating Expenses ||35.10 ||34.66 ||238.42 ||165.89 |
|EBITDA ||0.31 ||(0.60) ||11.00 ||8.17 |
|Depreciation ||2.00 ||2.15 ||14.97 ||12.38 |
|Non-Operating Income ||16.72 ||16.03 ||9.81 ||11.05 |
|Non-Operating Expenses ||2.53 ||0.72 ||4.56 ||0.72 |
|EBIT ||12.50 ||12.56 ||1.28 ||6.12 |
|Finance Cost ||13.90 ||24.86 ||22.66 ||30.17 |
|Net Profit/(Loss) Before Tax ||(1.39) ||(12.30) ||(21.38) ||(24.04) |
|Tax || || ||1.10 ||1.58 |
|Net Profit/ (Loss) After Tax ||(1.39) ||(12.30) ||(22.48) ||(25.62) |
|Minority Interest || || ||1.73 ||5.28 |
|Net Profit / (Loss) for the Year ||(1.39) ||(12.30) ||(24.21) ||(30.90) |
|Brought Forward Loss || ||(66.88) ||(40.20) ||(88.48) |
|Total Accumulated Losses ||(1.39) ||(79.18) ||(64.41) ||(119.48) |
|Adjustment for Capital Reduction || ||79.18 || ||79.18 |
|Net Brought Forward Loss after Capital Reduction ||(1.39) ||- ||(64.41) ||(40.20) |
* The Hon'ble High Court of Delhi vide its Order dated December 20, 2012 ("Order")had approved the Company's petition for writing off its accumulated losses as at March31, 2012 against the Share Capital and Reserves & Surplus of the Company as at thatdate. To give effect to the said Order, the Audited Annual Standalone and ConsolidatedAccounts of the Company as at March 31, 2012 (as adopted by the Members of the Company atthe Annual General Meeting held on December 20, 2012) were re-stated to the extentnecessary and were re-adopted by the Members at their Extra-ordinary General Meeting heldon April 12, 2013.
During the financial year under review, the Company has earned Consolidated Income ofRs. 249.42 Crore as against Consolidated Income of Rs. 174.06 Crore during the previousfinancial year registering growth of 43%. EBITDA for the financial year under review wasRs. 11.00 Crore on consolidated basis as against EBITDA of Rs. 8.17 Crore on consolidatedbasis during the previous financial year reflecting an increase of 35%. The Company hasrecorded consolidated net loss of Rs. 24.21 Crore during the financial year under reviewas against consolidated net loss of Rs. 30.90 Crore in the previous financial year.
The key operational highlights of the Company during the financial year ended March 31,2013 are as under:
In Americas, two products were launched namely dfferentia, an OTC Pricing andRisk Management tool and FATCA TRAC, a solution to help organizations in complying withthe American FATCA regulations;
1st deal for Company's new product TradeCenter was closed with Hartley's inPerth;
In APAC, iBroker License was renewed with Macquarie Bank in Australia.
The building blocks for business expansion are in place i.e. the Company hassubstantive and larger product range, global sales network, cost effective developmentcapability in India.
WRITING OFF ACCUMULATED LOSSES OF THE COMPANY
The Hon'ble High Court of Delhi vide its Order dated December 20, 2012 ("Order")had approved the Company's petition for writing off its accumulated losses of Rs.79.18 Crore as at March 31, 2012 against the Share Capital and Reserves & Surplus ofthe Company as at that date.
To give effect to the Order, the accumulated losses of Rs. 79.18 Crore as appearing inthe books of accounts of the Company as at March 31, 2012 were adjusted / written off inthe following manner:
(a) the accumulated losses to the extent of Rs. 32.23 Crore were adjusted against theissued, subscribed and paid-up equity share capital of the Company by reducing andcancelling the face and paid-up value per equity share from Rs. 10/- per equity share toRs. 5/-per equity share;
(b) the accumulated losses to the extent of Rs. 13.00 Crore as appearing in the booksof accounts as at March 31, 2012 were written off against the Amalgamation ReserveAccount, as on that date; and
(c) the accumulated losses to the extent of Rs. 33.95 Crore as appearing in the booksof accounts as at March 31, 2012 were written off against the Securities Premium Account,as on that date.
After the aforesaid reduction of paid-up equity share capital as referred in (a) above,the equity shares were consolidated in such a manner that every two equity shares of faceand paid-up value of Rs. 5/- each constituted into one equity share of face value of Rs.10/-each credited as fully paid-up.
Accordingly, the paid-up equity share capital of the Company was reduced from Rs. 64.45Crore to Rs. 32.22 Crore as at March 31, 2012.
Thus, the Audited Annual Standalone and Consolidated Accounts of the Company as atMarch 31, 2012 (as adopted by the Members of the Company at the Annual General Meetingheld on December 20, 201 2) were re-stated to the extent necessary and were re-adopted bythe Members at their Extra-ordinary General Meeting held on April 12, 2013.
The revised paid-up equity share capital of the Company of Rs. 32.22 Crore divided into3,22,27,406 Equity Shares of Rs. 10/- each has been admitted for trading at the BSELimited with effect from July 19, 2013.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report ("MD&A") for thefinancial year under review, as stipulated under Clause 49 of the Listing Agreement withthe BSE Limited, is presented in a separate section and forms part of the Directors'Report.
Keeping in view the losses of the Company during the financial year under review, yourDirectors have decided not to recommend any dividend for the financial year ended March31, 2013.
As per Section 212 of the Companies Act, 1956 ("the Act"), it isrequired to attach the Balance Sheet, Profit and Loss Account, Directors' Report andAuditors' Report of the Company's subsidiaries to the Annual Report of the Company. TheMinistry of Corporate Affairs, Government of India vide its circular no. 2/2011 datedFebruary 8, 2011 had granted exemption to the companies from complying with the provisionsof Section 212 of the Act subject to the compliance of the conditions stated in thecircular. In compliance with the requirement of aforesaid circular, the Board of Directorshas passed a resolution in its meeting held on May 28, 2013, for not attaching thedocuments of the subsidiaries of your Company as prescribed under Section 212(1) of theAct.
Accordingly, the Annual Report of the Company for the financial year 2012-2013 does notcontain the Annual Accounts of the subsidiary companies. However, the Annual Accounts ofthe subsidiary companies and the related detailed information are open for inspection byany member and your Company will make available those documents/details upon request byany member of the Company or its subsidiary companies who may be interested in obtainingthe same. Further, pursuant to Accounting Standard AS-21 issued by the Institute ofChartered Accountants of India, Consolidated Financial Statements presented by yourCompany includes financial information of its subsidiaries duly audited by the StatutoryAuditors and the same is published in your Company's Annual Report. The financialinformation of the subsidiary companies, as required by the said circular, is alsodisclosed in the Annual Report of your Company.
AWARDS AND RECOGNITIONS
Your Company and its subsidiaries have received recognition from Industry by way ofseveral awards & accolades during the period under review including the following:
Dion Global Solutions (UK) Limited has been awarded the "BestWealth Management Solution Provider award"
at System in the City Award 2012 held in London.
Steve Martin, Sr. Consultant at Dion Global Solutions (UK) Limited hasbeen awarded the "Best Business Analyst award" at System in the CityAward 2012 held in London.
Recognized for being amongst one of the top growing IT Companies in the Countryat the "Leaders of Tomorrow" awards organized by ET NOW and India MART.
Recognized by Deloitte in their list of Top 500 growing companies across AsiaPacific.
EMPLOYEE STOCK OPTION SCHEME
Details as required under Securities and Exchange Board of India (Employee Stock OptionScheme and Employee Stock Purchase Scheme) Guidelines, 1999 pertaining to Dion GlobalEmployee Stock Option Scheme - 2011 for the financial year ended March 31, 2013 aredisclosed in the Report on Corporate Governance and forms part of the Annual Report.
The Members of the Company at their Extra-ordinary General Meeting held on April 12,2013 had approved Dion Global Employee Stock Option Scheme - 2013 for the employees of theCompany and employees of the Holding Company (if any) / Subsidiary Companies of theCompany.
CHANGES IN CAPITAL STRUCTURE
During the financial year under review, consequent to the approval by the Hon'ble HighCourt of Delhi vide its Order dated December 20, 2012 on the Company's petition forwriting off its accumulated losses as at March 31, 2012 against the Share Capital andReserves & Surplus of the Company as at that date, the paid-up equity share capital ofthe Company has been reduced and consolidated from Rs. 64.45 Crore to Rs. 32.22 Crore byadjusting accumulated losses to the extent of Rs. 32.23 Crore.
During the period under review, there has been no change in the Authorized ShareCapital of the Company.
Mr. Malvinder Mohan Singh, Non-Executive Chairman and Dr. Preetinder Singh Joshi, anIndependent Director of the Company have resigned from the Board of Directors of theCompany with effect from August 06, 2013. The Board of Directors placed on record its deepappreciation and gratitude for the valuable services and guidance provided by them duringtheir tenure as Directors of the Company. The Board also places on record its appreciationfor the faith reposed by the Promoters in the team of professionals leading themanagement.
Mr. Maninder Singh Grewal, a Non-Executive Director, was appointed as Non-ExecutiveChairman of the Board of Directors of the Company with effect from August 06, 2013.
The Board of Directors at its meeting held on August 06, 2013 (based on therecommendations of the Remuneration / Compensation Committee) approved the re-appointmentof Mr. Ralph James Horne as Global CEO & Managing Director of the Company with effectfrom October 15, 2013 for a period of three years subject to the approval of the Membersof the Company and the Central Government.
In terms of the provisions of the Companies Act, 1956 and the Articles of Associationof the Company, Mr. Pradeep Ratilal Raniga and Mr. Rama Krishna Shetty are liable toretire by rotation at the ensuing Annual General Meeting of the Company and being eligiblehave offered themselves for re-appointment.
The brief profile of the Directors proposed to be re-appointed, nature of theirexpertise in specific functional areas and names of companies in which they holddirectorships and memberships/chairmanships of board committees and shareholding (both ownor held by / for other persons on a beneficial basis) in the Company are provided in thenotice convening the Annual General Meeting of the Company.
The Company has neither invited nor accepted any deposits from public within themeaning of Section 58A of the Companies Act, 1 956 read with Companies (Acceptance ofDeposit) Rules, 1975 during the period under review.
LISTING WITH STOCK EXCHANGE
The Equity Shares of your Company continue to be listed on BSE Limited ("BSE").The Annual Listing Fee for the financial year 2013-14 has been paid to the BSE.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
In view of the nature of activities which are being carried on by your Company, theparticulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read withCompanies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988regarding Conservation of Energy and Technology Absorption are not applicable to theCompany.
However, the Company requires energy for its operations and every endeavor has beenmade to ensure the optimal use of energy, avoid wastage and conserve energy as far aspossible.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has continued to maintain focus on and avail of export opportunities basedon economic considerations. Your Company has incurred expenditure of Rs. 0.95 Crore(Previous Year: Rs. 1.50 Crore) in Foreign Exchange and earned Rs. 26.88 Crore (PreviousYear: Rs. 19.06 Crore) in Foreign Exchange during the year under review on a standalonebasis.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directorsconfirm that:
(i) In the preparation of the annual accounts for the financial year ended March 31,2013, the applicable accounting standards have been followed along with properexplanations relating to material departures, wherever applicable;
(ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31, 2013, and of the loss ofthe Company for the year under review;
(iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act, 1956for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; and
(iv) The Directors have prepared the annual accounts for the financial year ended March31, 2013 on a 'going concern' basis.
Your Company continues to be committed to uphold the standards of Corporate Governanceand adhere to the requirements set out by Clause 49 of the Listing Agreement with the BSELimited.
A detailed Report on Corporate Governance along with the Certificate of M/s. RB &Associates, Company Secretaries in Practice, confirming the compliance to the conditionsof Corporate Governance as stipulated under Clause 49 of the Listing Agreement is set outin this Annual Report and forms part of the Annual Report.
M/s. S. S. Kothari Mehta & Co., Chartered Accountants (Firm Registration No.000756N), retires as Statutory Auditors of the Company at the conclusion of the ensuingAnnual General Meeting and have confirmed their eligibility and willingness to accept theoffice of the Statutory Auditors, if re-appointed.
The observations of the Auditors in their report read together with the Notes onAccounts are self-explanatory and therefore, in the opinion of the Directors, do not callfor any further explanation.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an adequate internal control system with the objective of achievingefficiency in operations, optimum utilization of resources, effective monitoring andcompliance with all applicable laws.
To ensure that all systems and procedures are in place and order, regular internalaudit is conducted by qualified chartered accountants and the Audit Committee of the Boardwere apprised of the Internal Audit findings and corrective actions are taken on aquarterly basis.
STATEMENT OF PARTICULARS OF EMPLOYEES
Statement of Particulars of Employees as required under Section 217(2A) of theCompanies Act, 1956 ("the Act") read with the Companies (Particulars ofEmployees) Rules, 1975 as amended from time to time, forms part of the Directors' Report.However, in pursuance of Section 219(1)(b)(iv) of the Act, this Report is being sent toall the Members of the Company excluding the aforesaid information and the saidparticulars are made available at the Registered Office of the Company. The Membersdesirous of obtaining such particulars may write to the Company Secretary at theRegistered Office of the Company.
The Company believes that employees are our vital and most valuable assets and thus, itseeks to nurture a mutually beneficial relationship with its employees. We encourageinnovation, meritocracy and the pursuit of excellence. We have set up a scalablerecruitment model and human resource management processes. We take strategic initiativesfor developing talent through experiential learning which ensures that the company has theright competencies in its workforce to meet the business needs. We seek to create aworkplace which combines achievement orientation with care for employees. Employee'srelations during the period under report were harmonious.
The Company is grateful to the Bankers, Regulatory Authorities, Stakeholders includingFinancial Institutions, Customers and other business associates in India and abroad andits members for their continued support and faith reposed in the Company.
Your Directors also gratefully acknowledge and appreciate the commitment displayed byall executives, officers and staff towards the success of the Company.
| ||For and on behalf of the Board |
| ||For Dion Global Solutions Limited |
| ||Sd/- |
|Place: New Delhi ||Maninder Singh Grewal |
|Date : August 6, 2013 ||Chairman |