Dion Global Solutions Limited
Your Directors have immense pleasure in presenting this 19th Annual Report on the business and operations of the Company along with the Audited Accounts for the financial year ended March 31, 2014.
The brief highlights of Standalone and Consolidated financial results of the Company for the Financial Years 2013-14 and 2012-13 are as under: (Rs in Crores)
|Revenue from Operations||40.29||34.24||222.79||248.24|
|Other Operating Income||0.05||1.18||0.05||1.18|
|Net Profit/ (Loss) Before Tax||(1.46)||(1.39)||(55.43)||(21.38)|
|Net Profit/ (Loss) After Tax||(1.46)||(1.39)||(56.96)||(22.48)|
|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)|
|Net Brought Forward Loss||(2.85)||(1.39)||(117.15)||(64.41)|
During the financial year under review, the Company has earned Consolidated Income of Rs 222.84 Crore as against Consolidated Income of Rs 249.42 Crore during the previous financial year. The Company has recorded consolidated net loss of Rs 52.76 Crore during the financial year under review as against consolidated net loss of Rs 24.21 Crore in the previous financial year.
The key operational highlights of the Company during the financial year ended March 31, 2014 are as under:
Dion launched TradeCentre in Australia, an intuitive and flexible advisory tool to cater to the new generation of traders in the community. TradeCentre was successfully deployed in a leading Australian financial services company since 1955.
Dion enters a strategic alliance with the US Tax and Financial Services partner for FATCA who have been supporting Dions technical and regulatory product expertise by providing access to fully qualified tax consultants, accountants and lawyers with over two decades of US tax compliance experience.
Major international bank signed a multi year NOVA deal with Dion in Hong Kong that includes significant additional NOVA enhancements with the option for a further term.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the financial year under review, as stipulated under Clause 49 of the Listing Agreement with the BSE Limited, is presented in a separate section and forms part of the Directors Report.
Keeping in view the losses of the Company during the financial year under review, your Directors have decided not to recommend any dividend for the financial year ended March 31, 2014.
The Members are aware that most of the provisions of Companies Act, 2013 have been applicable with effect from April 01, 2014. However, the Ministry of Corporate Affairs ("MCA") vide General Circular no 08/2014 dated April 04, 2014 has issued a clarification that financial statements including documents required to be attached thereto, auditors report and Boards report in respect of financial years that commenced earlier than 1st April, 2014 shall be governed by the relevant provisions/Schedules/ rules of the Companies Act, 1956.
In terms of Section 212 of the Companies Act, 1956 ("the Act"), it is required to attach the Balance Sheet, Profit and Loss Account, Directors Report and Auditors Report of the Companys subsidiaries to the Annual Report of the Company. The MCA vide its Circular no. 2/2011 dated February 8, 2011 ("Circular") had granted exemption to the companies from complying with the provisions of Section 212 of the Act subject to the compliance of the conditions stated in the Circular. In compliance with the requirement of aforesaid Circular, the Board of Directors has passed a resolution in its meeting held on May 27, 2014, for not attaching the documents of the subsidiaries of your Company as prescribed under Section 212(1) of the Act.
Accordingly, the Annual Report of the Company for the financial year 2013-2014 does not contain the Annual Accounts of the subsidiary companies. However, the Annual Accounts of the subsidiary companies and the related detailed information are open for inspection by any member and your Company will make available those documents/details upon request by any member of the Company or its subsidiary companies who may be interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by your Company includes financial information of its subsidiaries duly audited by the Statutory Auditors and the same is published in your Companys Annual Report. The financial information of the subsidiary companies, as required by the said Circular, is also disclosed in the Annual Report of your Company.
AWARDS AND RECOGNITIONS
Your Company continued its quest for excellence in its chosen area of business to emerge as a true brand. Several awards and recognitions continue to endorse your Company and its subsidiaries as a leader in the industry. The awards and recognitions received during the period under review includes the following:
Dion Global Solutions (UK) Limited has been awarded the "Best Wealth Management Solution award" for the second consecutive year at the Systems in the City Awards 2013 held in London.
The Companys Noida development centre is certified for "Design, Development, Test, Delivery and Maintenance of Software Products & Solutions to Capital Market Participants Worldwide" as per the quality management system standard - ISO 9001:2008.
The Company was ranked 350 by Deloitte in their list of Top 500 fastest growing technology companies across Asia Pacific.
EMPLOYEE STOCK OPTION SCHEME
Details as required under Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 pertaining to Dion Global Employee Stock Option Scheme - 2011 for the financial year ended March 31, 2014 are disclosed in the Report on Corporate Governance and forms part of the Annual Report.
The Members of the Company at their Extra-ordinary General Meeting held on April 12, 2013 had approved Dion Global Employee Stock Option Scheme - 2013 ("ESOS -2013") for the employees of the Company and employees of the Holding Company (if any) / Subsidiary Companies of the Company. However, till date no Stock Options have been granted under ESOS-2013.
CHANGE IN CAPITAL STRUCTURE
During the period under review, there has been no change in the Share Capital of the Company.
During the period under review, Mr. Malvinder Mohan Singh, Non-Executive Chairman and Dr. Preetinder Singh Joshi, an Independent Director of the Company have resigned from the Board of Directors of the Company with effect from August 06, 2013. The Board of Directors placed on records its deep appreciation and gratitude for the valuable services and guidance provided by them during their tenure as Directors of the Company. The Board also places on record its appreciation for the faith reposed by the Promoters in the team of professionals leading the management.
Mr. Maninder Singh Grewal, a Non-Executive Director, was appointed as Non-Executive Chairman of the Board of Directors of the Company with effect from August 06, 2013.
The Board of Directors and the Shareholders at their respective meetings held on August 06, 2013 and September 13, 2013 respectively approved the reappointment of Mr. Ralph James Horne as Global CEO & Managing Director of the Company with effect from October 15, 2013 for a period of three years subject to the approval of the Central Government.
Mr. Hemant Dhingra was appointed as an Additional Director of the Company by the Board of Directors on February 6, 2014 pursuant to the provisions of Section 161 of the Companies Act, 2013 ("Act") and Articles of Association of the Company. In terms of provisions of Section 161 of the Act, Mr. Hemant Dhingra would hold office upto the date of the ensuing Annual General Meeting. The Company has received a notice in writing from a member along with the deposit of requisite amount proposing Mr. Hemant Dhingra for appointment as a Director of the Company. The Board of Directors recommends his appointment.
As per Section 149(4) read with Section 152 of the Act, which came into force with effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors who shall not be liable to retire by rotation. Further, Section 149(10) of the Act provides that an Independent Director shall hold office for a term up to 5 (five) consecutive years on the Board of a Company. Accordingly, in compliance with the provisions of Section 150 (2) read with Section 149(10) of the Act, the Board of Directors recommends, the appointment of Mr. Padam Narain Bahl, Mr. Vikram Sahgal and Mr. Rama Krishna Shetty as Independent Directors of the Company for a term of 5 (five) consecutive years, at the ensuing Annual General Meeting of the Company.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as provided in Section 149 (6) of the Act.
In terms of the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Maninder Singh Grewal, Non-Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for reappointment. The Board of Directors recommends his reappointment.
The brief profile of the Directors proposed to be appointed/ re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/chairmanships of board committees and shareholding (both own or held by /for other persons on a beneficial basis) in the Company, as stipulated under Clause 49(IV)(G) of the Listing Agreement, are provided in the notice convening the Annual General Meeting of the Company.
Your Company has neither invited nor accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 during the period under review.
LISTING WITH STOCK EXCHANGE
The Equity Shares of your Company continue to be listed on BSE Limited ("BSE"). The Annual Listing Fee for the financial year 2014-15 has been paid to the BSE.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
In view of the nature of activities which are being carried on by your Company, the particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with
Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.
However, the Company requires energy for its operations and every endeavor has been made to ensure the optimal use of energy, avoid wastage and conserve energy as far as possible.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has continued to maintain focus on and avail of export opportunities based on economic considerations. Your Company has incurred expenditure of Rs 0.73 Crore (Previous Year: Rs 0.95 Crore) in Foreign Exchange and earned Rs 25.67 Crore (Previous Year: Rs 26.88 Crore) in Foreign Exchange during the year under review on a standalone basis.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:
(i) In the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanations relating to material departures, wherever applicable;
(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014, and of the loss of the Company for the year under review;
(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and
(iv) The Directors have prepared the annual accounts for the financial year ended March 31, 2014 on a going concern basis.
Your Company continues to be committed to uphold the standards of Corporate Governance and adhere to the requirements set out by Clause 49 of the Listing Agreement with the BSE Limited.
A detailed Report on Corporate Governance along with the Certificate of M/s. RB & Associates, Company Secretaries in Practice, confirming the compliance to the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is set out in this Annual Report and forms part of the Annual Report.
M/s. S. S. Kothari Mehta & Co., Chartered Accountants (Firm Registration No. 000756N), retires as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting ("AGM")of the Company.
Pursuant to the provisions of Section 139(2) of the Companies Act, 2013 ("Act") read with the Companies
(Audit and Auditor) Rules, 2014, M/s S. S. Kothari Mehta & Co. are eligible for appointment as Statutory Auditors.
Your Company has received a written confirmation from them to the effect that their re-appointment, if made, would satisfy the criteria provided in Sections 139 and 141 of the Act and that they are not disqualified for 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 the conclusion of the AGM of the Company to be held in the year 2016, subject to ratification of their appointment by the Members at the AGM held after the ensuing AGM of the Company.
The observations of the Auditors in their report read together with the Notes on Accounts are self-explanatory and therefore, in the opinion of the Board of Directors, do not call for any further explanation.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an adequate internal control system with the objective of achieving efficiency in operations, optimum utilization of resources, effective monitoring and compliance with all applicable laws.
To ensure that all systems and procedures are in place and order, regular internal audit is conducted by qualified chartered accountants and the Audit Committee of the Board were apprised of the Internal Audit findings and corrective actions are taken on a quarterly basis.
STATEMENT OF PARTICULARS OF EMPLOYEES
Statement of Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 ("the Act") read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time, forms part of the Directors Report. However, in pursuance of Section 219(1)(b)(iv) of the Act, this Report is being sent to all the Members of the Company excluding the aforesaid information and the said particulars are made available at the Registered Office of the Company. The Members desirous of obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.
As your Company continues the journey towards constant growth and innovation, the year saw launch of various HR initiatives organisation wide. As a product organization, the key focus always remains on attracting top talent from the industry while at the same time retaining our top performers. To achieve this objective, the focus was on capability building and providing employees with an unmatched value proposition. Talent Engagement, Talent Development, and Talent Management have always been the key parameters assessed, benchmarked, and developed. These initiatives which were taken in line with our Company Philosophy to grow Leaders from within, created huge opportunities for bright young minds, provided a framework for the Company to invest in the development of top talent and also created a performance culture where reward is based on merit and potential. With greater focus on goal based high performance culture and a clear growth plan for each employee, the coming years will see the employee learning at Dion move up the curve substantially.
The Company is grateful to the Bankers, Regulatory Authorities, Stakeholders including Financial Institutions, Customers and other business associates in India and abroad and its members for their continued support and faith reposed in the Company.
Your Directors also gratefully acknowledge and appreciate the commitment displayed by all executives, officers and staff towards the success of the Company. We look forward for your continued support in the future.
Your Directors also thanks the Shareholders for their continued confidence and trust placed by them with the Company.
|For and on behalf of the Board|
|For Dion Global Solutions Limited|
|Place : New Delhi||Maninder Singh Grewal|
|Date : August 5, 2014||Chairman|
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Maninder Singh Grewal , Chairman
Vikram Sahgal , Director
Padam Narain Bahl , Director
Tarun Rastogi , Company Secretary
Company Head Office / Quarters:
Karvy Computershare Pvt Ltd
Plot No 17-24 ,Vittal Rao Nagar ,Madhapur ,Hyderabad-500081