Dion Global Solutions Ltd

BSE: 526927 | NSE: FORTISFIN | ISIN: INE991C01034 
Market Cap: [Rs.Cr.] 299.74 | Face Value: [Rs.] 10
Industry: Computers - Software - Medium / Small

Director's Report
DIRECTORS

Dear Members,

Dion Global Solutions Limited

Your Directors have immense pleasure in presenting this 19th Annual Reporton the business and operations of the Company along with the Audited Accounts for thefinancial year ended March 31, 2014.

FINANCIAL HIGHLIGHTS

The brief highlights of Standalone and Consolidated financial results of the Companyfor the Financial Years 2013-14 and 2012-13 are as under: (Rs in Crores)

Particulars

Standalone

Consolidated

2013-14 2012-13 2013-14 2012-13
Revenue from Operations 40.29 34.24 222.79 248.24
Other Operating Income 0.05 1.18 0.05 1.18
Operating Expenses 35.08 35.10 254.94 238.42
EBITDA 5.26 0.32 (32.10) 11.00
Depreciation 1.91 2.00 16.15 14.97
Non-Operating Income 17.55 16.72 23.12 9.81
Non-Operating Expenses - 2.53 (0.71) 4.56
EBIT 20.91 12.51 (24.43) 1.28
Finance Cost 22.37 13.90 31.01 22.66
Net Profit/ (Loss) Before Tax (1.46) (1.39) (55.43) (21.38)
Tax - - 1.53 1.10
Net Profit/ (Loss) After Tax (1.46) (1.39) (56.96) (22.48)
Minority Interest - - (4.20) 1.73
Net Profit / (Loss) for the Year (1.46) (1.39) (52.76) (24.21)
Brought Forward Loss (1.39) - (64.41) (40.20)
Total Accumulated Losses (2.85) (1.39) (117.17) (64.41)
Other Adjustments - - 0.02 -
Net Brought Forward Loss (2.85) (1.39) (117.15) (64.41)

OPERATIONS

During the financial year under review, the Company has earned Consolidated Income ofRs 222.84 Crore as against Consolidated Income of Rs 249.42 Crore during the previousfinancial year. The Company has recorded consolidated net loss of Rs 52.76 Crore duringthe financial year under review as against consolidated net loss of Rs 24.21 Crore in theprevious financial year.

The key operational highlights of the Company during the financial year ended March 31,2014 are as under:

• Dion launched TradeCentre in Australia, an intuitive and flexible advisory toolto cater to the new generation of traders in the community. TradeCentre was successfullydeployed in a leading Australian financial services company since 1955.

• Dion enters a strategic alliance with the US Tax and Financial Services partnerfor FATCA who have been supporting Dion’s technical and regulatory product expertiseby providing access to fully qualified tax consultants, accountants and lawyers with overtwo decades of US tax compliance experience.

• Major international bank signed a multi year NOVA deal with Dion in Hong Kongthat includes significant additional NOVA enhancements with the option for a further term.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year under review, asstipulated under Clause 49 of the Listing Agreement with the BSE Limited, is presented ina separate section and forms part of the Directors’ Report.

DIVIDEND

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, 2014.

SUBSIDIARIES

The Members are aware that most of the provisions of Companies Act, 2013 have beenapplicable with effect from April 01, 2014. However, the Ministry of Corporate Affairs ("MCA")vide General Circular no 08/2014 dated April 04, 2014 has issued a clarification thatfinancial statements including documents required to be attached thereto, auditors reportand Board’s report in respect of financial years that commenced earlier than 1stApril, 2014 shall be governed by the relevant provisions/Schedules/ rules of the CompaniesAct, 1956.

In terms of 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 theCompany. The MCA vide its Circular no. 2/2011 dated February 8, 2011 ("Circular")had granted exemption to the companies from complying with the provisions of Section 212of the Act subject to the compliance of the conditions stated in the Circular. Incompliance with the requirement of aforesaid Circular, the Board of Directors has passed aresolution in its meeting held on May 27, 2014, for not attaching the documents of thesubsidiaries of your Company as prescribed under Section 212(1) of the Act.

Accordingly, the Annual Report of the Company for the financial year 2013-2014 does 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 continued its quest for excellence in its chosen area of business toemerge as a true brand. Several awards and recognitions continue to endorse your Companyand its subsidiaries as a leader in the industry. The awards and recognitions receivedduring the period under review includes the following:

Dion Global Solutions (UK) Limited has been awarded the "BestWealth Management Solution award" for the second consecutive year at the Systemsin the City Awards 2013 held in London.

The Company’s Noida development centre is certified for "Design,Development, Test, Delivery and Maintenance of Software Products & Solutions toCapital Market Participants Worldwide" as per the quality management system standard- ISO 9001:2008.

The Company was ranked 350 by Deloitte in their list of Top 500 fastestgrowing technology companies across Asia Pacific.

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, 2014 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 ("ESOS-2013") for the employees of the Company and employees of the Holding Company (ifany) / Subsidiary Companies of the Company. However, till date no Stock Options have beengranted under ESOS-2013.

CHANGE IN CAPITAL STRUCTURE

During the period under review, there has been no change in the Share Capital of theCompany.

DIRECTORS

During the period under review, Mr. Malvinder Mohan Singh, Non-Executive Chairman andDr. Preetinder Singh Joshi, an Independent Director of the Company have resigned from theBoard of Directors of the Company with effect from August 06, 2013. The Board of Directorsplaced on records its deep appreciation and gratitude for the valuable services andguidance provided by them during their tenure as Directors of the Company. The Board alsoplaces on record its appreciation for the faith reposed by the Promoters in the team ofprofessionals leading the management.

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 and the Shareholders at their respective meetings held on August06, 2013 and September 13, 2013 respectively approved the reappointment of Mr. Ralph JamesHorne as Global CEO & Managing Director of the Company with effect from October 15,2013 for a period of three years subject to the approval of the Central Government.

Mr. Hemant Dhingra was appointed as an Additional Director of the Company by the Boardof Directors on February 6, 2014 pursuant to the provisions of Section 161 of theCompanies Act, 2013 ("Act") and Articles of Association of the Company.In terms of provisions of Section 161 of the Act, Mr. Hemant Dhingra would hold officeupto the date of the ensuing Annual General Meeting. The Company has received a notice inwriting from a member along with the deposit of requisite amount proposing Mr. HemantDhingra for appointment as a Director of the Company. The Board of Directors recommendshis appointment.

As per Section 149(4) read with Section 152 of the Act, which came into force witheffect from April 1, 2014, every listed public company is required to have at leastone-third of the total number of directors as Independent Directors who shall not beliable to retire by rotation. Further, Section 149(10) of the Act provides that anIndependent Director shall hold office for a term up to 5 (five) consecutive years on theBoard of a Company. Accordingly, in compliance with the provisions of Section 150 (2) readwith Section 149(10) of the Act, the Board of Directors recommends, the appointment of Mr.Padam Narain Bahl, Mr. Vikram Sahgal and Mr. Rama Krishna Shetty as Independent Directorsof the Company for a term of 5 (five) consecutive years, at the ensuing Annual GeneralMeeting of the Company.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as provided in Section 149 (6)of the Act.

In terms of the provisions of Section 152 of the Act and the Articles of Association ofthe Company, Mr. Maninder Singh Grewal, Non-Executive Director, is liable to retire byrotation at the ensuing Annual General Meeting of the Company and being eligible hasoffered himself for reappointment. The Board of Directors recommends his reappointment.

The brief profile of the Directors proposed to be appointed/ re-appointed, nature oftheir expertise 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, as stipulated underClause 49(IV)(G) of the Listing Agreement, are provided in the notice convening the AnnualGeneral Meeting of the Company.

FIXED DEPOSITS

Your Company has neither invited nor accepted any deposits from public within themeaning of Section 58A of the Companies Act, 1956 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 2014-15 has been paid to the BSE.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by your Company, theparticulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with

Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules,1988 regarding Conservation of Energy and Technology Absorption are not applicable to 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 0.73 Crore(Previous Year: Rs 0.95 Crore) in Foreign Exchange and earned Rs 25.67 Crore (PreviousYear: Rs 26.88 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 31,2014, 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, 2014, 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, 2014 on a ‘going concern’ basis.

CORPORATE GOVERNANCE

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.

AUDITORS

M/s. S. S. Kothari Mehta & Co., Chartered Accountants (Firm Registration No.000756N), retires as Statutory Auditors of the Company at the conclusion of the ensuingAnnual General Meeting ("AGM")of the Company.

Pursuant to the provisions of Section 139(2) of the Companies Act, 2013 ("Act")read with the Companies

(Audit and Auditor) Rules, 2014, M/s S. S. Kothari Mehta & Co. are eligible forappointment as Statutory Auditors.

Your Company has received a written confirmation from them to the effect that theirre-appointment, if made, would satisfy the criteria provided in Sections 139 and 141 ofthe Act and that they are not disqualified for reappointment.

The Board of Directors recommends the re-appointment of M/s S. S. Kothari Mehta &Co. as Statutory Auditors of the Company from the conclusion of the ensuing AGM until theconclusion of the AGM of the Company to be held in the year 2016, subject to ratificationof their appointment by the Members at the AGM held after the ensuing AGM of the Company.

AUDITORS’ REPORT

The observations of the Auditors in their report read together with the Notes onAccounts are self-explanatory and therefore, in the opinion of the Board of Directors, donot call for 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 beingsent to all 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.

HUMAN RESOURCES

As your Company continues the journey towards constant growth and innovation, the yearsaw launch of various HR initiatives organisation wide. As a product organization, the keyfocus always remains on attracting top talent from the industry while at the same timeretaining our top performers. To achieve this objective, the focus was on capabilitybuilding and providing employees with an unmatched value proposition. Talent Engagement,Talent Development, and Talent Management have always been the key parameters assessed,benchmarked, and developed. These initiatives which were taken in line with our CompanyPhilosophy to grow Leaders from within, created huge opportunities for bright young minds,provided a framework for the Company to invest in the development of top talent and alsocreated a performance culture where reward is based on merit and potential. With greaterfocus on goal based high performance culture and a clear growth plan for each employee,the coming years will see the ‘employee learning’ at Dion move up the curvesubstantially.

ACKNOWLEDGEMENTS

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. We look forward foryour continued support in the future.

Your Directors also thanks the Shareholders for their continued confidence and trustplaced by them with the Company.

For and on behalf of the Board
For Dion Global Solutions Limited
Sd/-
Place : New Delhi Maninder Singh Grewal
Date : August 5, 2014 Chairman

 

   
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Key Information

Key Executives:

Maninder Singh Grewal , Chairman

Vikram Sahgal , Director

Padam Narain Bahl , Director

Tarun Rastogi , Company Secretary


Company Head Office / Quarters:

D3 P3B,
District Centre Saket,
New Delhi,
New Delhi-110017
Phone : New Delhi-91-11-39125000 / New Delhi-
Fax : New Delhi-91-11-39126505 / New Delhi-
E-mail :
Web :

Registrars:

Karvy Computershare Pvt Ltd
Plot No 17-24 ,Vittal Rao Nagar ,Madhapur ,Hyderabad-500081

 
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