Dion Global Solutions Auditors Report


To,

The Members of

DION GLOBAL SOLUTIONS LIMITED,

Regd. Office:409 Chaudhary Complex,9 VS Block,

Madhuban Road, Shakarpur,New Delhi -110092

Report on the Standalone Ind AS Financial Statements

Qualified Opinion

We have audited the accompanying standalone Ind AS financial statements of DION GLOBAL SOLUTIONS LIMITED (the Company under IRP Process), which comprise the Balance Sheet as at 31 March 2020, the Statement of Profit and Loss (including other Comprehensive Income), the Cash Flow Statement and the Statement Of Change In Equity for the year then ended, and a summary of significant Accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in tire Basis of Qualified Opinion paragraph below, the aforesaid Ind AS financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the company as at 31 March 2020, and its loss and other comprehensive income, changes in equity and its cash flow for the year ended on that date.

Basis for Qualified Opinion

Attention is invited to following below mentioned points due which form the basis for the qualified opinion of the financial statements:

1) As per Indian Accounting Standard -1 "Presentation of Financial Statements" wherein it has been explained by the management that the financial statements have been prepared on going concern basis. The Company has substantial negative net worth and accumulated losses of past years; The Company has made a default in the repayment of Principal and Interest against all the facilities sanctioned by Bank and company has gone into Insolvency and Bankruptcy Code 2016 under interim resolution process dated 18.08.2020 vide order no: IB-2695/ND/2019 which raises significant concern over going concern ability of company.

2) As per Indian Accounting Standard-37 on "Provisions, Contingent Liabilities and Contingent Assets" Management has not created restructuring provision in books of accounts which needs to be provided as per the IND-AS as the company has been transferred to Insolvency and Bankruptcy Code 2016 under Interim resolution Process dated 18.08.2020 vide order no: IB-2695/ND/2019.

Accordingly, we are unable to comment on the likely outcome of the above matters and its consequential impacts on the financial statements as at and for the year ended 31 March 2020 and thus no legal liability under this reporting would be accepted.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in

accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and The Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Other Information

The Companys management is responsible for the other information. The other information comprises the information included in the Companys annual report, but does not include the financial statements and our auditors report thereon. Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with The standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Managements Responsibility for the Standalone Ind AS Financial Statements

The Companys Management is responsible for the preparation of these standalone Ind AS Financial statements stated in Section 134(5) of the Companies Act 2013 (The Act") with respect to the preparation of these Standalone Ind AS financial statements that give a true and fair view of The financial position, financial performance including Other Comprehensive Income , Cash flows and Change in Equity of the Company in accordance with the Accounting principles generally accepted in India, including The Indian Accounting Standards (Ind AS) referred to in section 133 of the Act, as applicable.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of The Company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies, making judgements and estimates that are reasonable and prudent, and design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring The accuracy and completeness of accounting records relevant to The preparation and presentation of The standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, The respective management of the Company and its joint operations are responsible for assessing The ability of each company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate The company or to cease operations, or has no realistic alternative but to do so.

The respective management of the Company is also responsible for overseeing the financial reporting process.

Auditors Responsibility

Our responsibility is to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• Conducted an audit of the standalone financial statements in accordance with The Standards of Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical

requirements and plan and perform The audit to obtain reasonable assurance about whether The standalone financial statements are free from material misstatement.

• We have taken into account the provisions of The Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of The Act and Rules made there under and Order under section 143(11) of the Act.

• In making, those risk assessments, The auditor considers internal financial control relevant to the Companys preparation of the standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances.

• Conducted an audit that involves performing procedures to obtain audit evidence about the amounts and disclosures in The standalone financial statements. The procedures selected depend on the auditors judgment, including The assessment of the risks of the material misstatement of the standalone financial statements, whether due to fraud or error.

• Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on The Companys ability to continue as a going concern.

• Evaluates the appropriateness of accounting policies used and reasonableness of the accounting estimates made by Companys management, as well as evaluating The overall presentation of the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, The planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on The standalone financial statement

Report on Other Legal and Regulatory Requirements

l) As required by section 143(3) of the Act, we report that:

a) we have sought and obtained all The information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far as

appears from our examination of those books;

c) the Balance Sheet, Statement of Profit and Loss include Other Comprehensive Income , Cash Flow

Statement and Statement of Change in Equity dealt with by this Report are in agreement with the books of account;

d) in our opinion, the aforesaid standalone Ind AS financial statements comply with the Ind Accounting

Standards specified in section 133 of The Act, as applicable;

e) The company is undergoing Corporate Insolvency Resolution Process (CIRP) vide The order of Honble

NCLT, Delhi Bench dated 18.08.2020 and all management responsibilities vest with the Resolution Professional, hence The requirement to comment upon the directors qualification is not applicable.

f) with respect to the adequacy of The Internal Financial Controls over financial reporting of The Company

and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys Internal Financial Controls over Financial Reporting.

g) With respect to the other matters to be included in The auditors report in accordance with rule 11 of The

Companies (audit and Auditors) Rules, 2014, in our opinion, and to the best of our information and according to the explanation given to us:

1) The company has disclosed the impact of the all known pending litigations on its financial position in its

standalone Ind AS financial statements. Further, the company is under CIRP and Moratorium is applicable as per the terms of Section 14 of IBC, 2016.

ii) As per The information provided by The management the company does not have any long term contracts including derivative contracts. So, there is no requirement of any provision, under the applicable law or accounting standards for material foreseeable losses provided in the financials ; and

hi) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund by the Company.

2) As required by The Companies (Auditors Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure A" a statement on The matters specified in paragraphs 3 and 4 of the Order.

For AAJV & Associates Chartered Accountants

(FRN :007739N)

Deepak Garg (Partner)

M.No: 093348 Place: Faridabad Date: 12.02.2021

(The "Annexure A" referred in paragraph 2 of Report on other legal and regulatory requirements of our report to the members of DION GLOBAL SOLUTIONS LIMITED on the accounts for the year ended 31st March 2020).

i. In Respect of Fixed Assets

a) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment.

b) According to The information and explanations given to us, no physical verification has been conducted during the year. However, the company has a system of physical verification, which is designed to cover all The items in a phased manner over a period of three years which, in our opinion, The frequency of physical verification is reasonable having regard to The size of The Company and the nature of its property ,plant and equipment.

c) The company does not have any immovable property during The current year.

ii. In Respect of Inventory

The company does not have any inventory as defined in Indian Accounting Standard -2 "Valuation of Inventories". Accordingly, clause (ii) of Paragraph 3 of The order is not applicable to the company.

iii. As per The information and explanation given to us the Company has granted loans, secured or unsecured to / from Companies, Firms, Limited Liability Partnerships or Other Parties, however based on records and information and explanation provided to us the aforesaid loan are covered in the register maintained under section 189 of Companies Act, 2013.

iv. Based on The information, explanation, legal advice and records, the Company has complied with The provisions of Section 185 and 186 of the Companies Act, 2013 in respect of giant of loans, making investments and providing guarantees and securities, as applicable.

v. As per information and explanation provided to us, the Company has not accepted any public deposits during the year. Further, we have not come across any such deposit(s) nor The management has reported any such deposit(s), therefore the company has complied with the directives issued by The Reserve Bank of India and the provisions of Section 73 to 76 of the Act or any other relevant provisions of the Act and the rules framed there under with regard to deposits accepted from The public.

vi. The Company is not required to maintain The cost records under sub-section (1) of Section 148 of the Companies Act, 2013. Accordingly, clause (vi) of Paragraph 3 of the Order is not applicable to The Company.

vii. According to The information and explanations given to us, in respect of statutory dues:

(a) The Company has been generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Sales Tax, Service Tax, Custom Duty, Excise Duty and Cess, Goods and Services Tax and any other material statutory dues applicable to it.

(b) As per the information and explanation provided to us by the management there was no undisputed amounts payable in respect of statutory dues that was in arrear as at 31st March 2020 for a period of more than six months from the date they become payable.

(c) As per the information and explanation provided to us by the management the following dues of Sales Tax, Income Tax, Custom Duty, Service Tax, Excise Duty and Cess, Goods and Services Tax have not been deposited on account of any dispute.

S.No Nature of Statutory Dues Forum where pending Amount (Rs. In lacs)

Period

1. Service Tax -Appeal has been allowed subject to verification By Superintendent of Service Tax 4.90

2007-08 to 2010-11

-Appeal is pending before CESTAT, Bangalore * 354.54 plus equivalent

1 April 2006 to 15 May 2008

penalty

-Appeal before commissioner of central excise (adjudication)

122.17

2008-09 to 2010-11
2. Income tax Vivad Se Vishwas Scheme (Form 3 issued)

11.50

A.Y. 2007-08

4.40

A.Y. 2008-09

-

A.Y. 2009-10 to 2010-11

-

A.Y. 2013-14 to 2016-17
Vivad Se Vishwas Scheme (Rejected)

-

A.Y. 2017-18 #

* The appeal has been decided in the favour of the company vide order dated 24.11.2020 order number

A/20826/2020 by the CESTAT, Bangalore.

# The Company filed an appeal before CIT (A) with condonation of delay and also opted for Vivad Se Vishwas scheme 2020 for The said appeal. Due to delay in filling appeal, The Vivad Se Vishwas scheme has been rejected by CIT(A) for The said year. The Company is planning to file a suitable application before CIT(A)for considering The case for Vivad se Vishwas Scheme again.

viii. In our opinion and according to the information and explanations given to us, The Company has defaulted in The repayment of loans to banks which was due for payment as on 31 March 2020 are as under:

S.No Name of Bank Principal/ Interest Amount (in lakhs)
1 Axis Bank Principal 6,837.13
2 Axis Bank Principal 10,307.09
3 Yes Bank Principal 1,000.00

# Interest of Rs. 7145.97 lakhs charged by Axis bank & Interest of Rs. 3537.22 lakhs charged by Yes Bank up to 18.08.2020 is also payable.

ix. Since The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year Due to The default in repayment and invocation of guarantee by banks, The amount of loan adjusted through the securities pledged by the guarantors are now payable to them (Refer Note No. 22.1 of The Stand alone Ind AS financial statement)

x. To The best of our knowledge and according to the information & explanations given to us, we are not able to verify whether any fraud on The Company by its officers or employees has been noticed or reported during The year.

xi. According to the information and explanation given to us and based on our examination of the records of The Company has not paid or provided for The managerial remuneration hence clause (xi) of Paragraph 3 of The order is not applicable to The company.

xii. The Company is not a Nidhi Company and hence reporting under clause (xii) of Order is not applicable.

xiii. In our opinion, The Company is in compliance with Section 177 and 188 of The Companies Act, 2013, where ever applicable, for all transactions with The related parties and The details of related party transactions have been disclosed in The financial statements as required by The applicable accounting standards.

xiv. The Company has not made any preferential allotment or private placement of shares or partly convertible debentures during the year, therefore reporting under clause 3(xiv) is not applicable to The Company.

xv. In our opinion and according to the information and explanations given to us, during the year The Company has not entered into any non-cash transactions with its directors or persons connected with them and hence provisions of section 192 of Companies Act,2013 are not applicable.

xvi The Company is not required to be registered under section 45-IA of The Reserve Bank of India Act 1934. Accordingly, The provisions of Clause 3[xvi] of the Order are not applicable to the Company.

For AAJV & Associates Chartered Accountants (FRN:07739N)39N)^\

Deepak garg

(Partner)

M.No: 093348 Place: Faridabad Date: 12.02.2021

ANNEXURE "B" to Independent Auditors Report

Report on the Internal Financial Controls under clause (i) of Sub-Section 3 of Section 143 of The Companies Act ("The Act")

Opinion

We have audited the Internal Financial Controls over financial reporting of DION GLOBAL SOLUTIONS LIMITED ("the Company") as of 31st March, 2020 in conjunction with our audit of the Standalone Ind AS Financial Statement of the Company for the year ended on that date.

In our opinion, to the best of our information and according to The explanations given to us , the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2020, based on The internal control over financial reporting criteria 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 issued by the Institute of Chartered Accountants of India.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering The essential components of internal control stated in the Guidance Note on Audit of Internal Finance Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring The orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, The prevention and detection of frauds and errors, The accuracy and completeness of The accounting records, and the timely preparation of reliable financial information, as required under the Companies Act,2013 ["The Act"].

Auditors Responsibility

Our responsibility is to express an opinion on the Companys Internal Financial Controls over financial reporting based on our Audit. We conducted our audit accordance with The Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") issued by The Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act,2013, to the extent applicable to an audit of internal financial controls. Those 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 financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of The internal financial control system over financial reporting and their operating effectiveness. Our audit of internal financial control over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on The assessed risk. The procedures selected depend on The auditors judgement, including the assessment of risk of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on The Companys internal financial controls over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial controls over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override controls, material misstatements due to error or fraud may occur and not be delected. Also, projections of any evaluation of the internal financial controls over financial reporting to the future periods are subject to risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

For AAJV & Associates Chartered Accountants (FRN 007739N)

Deepak Garg (Partner)

M.No: 093348

Place: Faridabad

Date: 12.02.2021