moneycontrol.com...in terms of section 129(3) of the companies act, 2013 (act), a separate statement...

12www.dionglobal.com

DIRECTORS’ REPORTDear Members,Dion Global Solutions LimitedThe Board of Directors of Dion Global Solutions Limited (“the Company”) presenting their 21st Annual Report on the business and operations of the Company along with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2016.

FINANCIAL HIGHLIGHTSThe highlights of Standalone and Consolidated financial results of the Company for the Financial Years 2015-16 and 2014-15 are as under:

(` in Crore)

Particulars Standalone Consolidated

2015-16 2014-15 2015-16 2014-15

Revenue from Operations 34.37 35.15 230.30 288.75

Other Operating Income 0.01 - 0.02 0.88

Operating Expenses 37.17 37.29 259.09 254.47

Exceptional Items - - 30.95 -

EBITDA (2.79) (2.13) (59.72) 35.16

Depreciation 1.26 1.46 19.42 15.75

Non-Operating Income 10.75 11.74 26.14 15.81

EBIT 6.69 8.15 (52.99) 35.22

Finance Cost 18.71 20.48 35.47 32.87

Net Profit/ (Loss) Before Tax

(12.03) (12.33) (88.46) 2.36

Tax - - 0.03 1.13

Net Profit/ (Loss) After Tax (12.03) (12.33) (88.49) 1.23

Minority Interest - - (1.81) (2.69)

Net Profit / (Loss) for the Year

(12.03) (12.33) (86.68) 3.92

Brought Forward Loss (15.40) (2.85) (113.45) (117.15)

Total Accumulated Losses (27.43) (15.18) (200.13) (113.23)

Additional Depreciation on Fixed Assets

- (0.22) - (0.22)

Net Brought Forward Loss (27.43) (15.40) (200.13) (113.45)

BUSINESS OVERVIEWDuring the financial year 2015-16, the Consolidated Revenue of the Company decreased from Rs. 289.63 Crores in FY 2014-15 to Rs. 230.32 Crores reflecting a decline of around 20% on year to year basis. Revenue in FY16 declined primarily due to reducing demand for some of our traditional products coupled with the slow sales for our new products i.e. TRAC (FATCA/CRS) and TradeCenter where we have and are still investing a lot as our future products.

The Company has incurred a Consolidated Net Loss of Rs. 88.49 Crore during the period under review as against a Consolidated Profit after Tax of Rs.1.23 Crore during the financial year 2014-15.

DIVIDEND AND TRANSFER TO RESERVESKeeping in view the losses for the year under review, the Board of Directors of the Company has not recommended any dividend for the financial year ended March 31, 2016. Accordingly, there has been no transfer to general reserves.

MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR 2015-16 AND THE DATE OF THE REPORTSubsequent to the financial year ended March 31, 2016, the following step down subsidiaries of the Company have been dissolved with effect from April 19, 2016:1. Investmaster Holdings Limited;2. Consort Information Systems Limited;3. Consort Securities Systems Limited;4. Adminsource (UK) Limited; and5. Indigo (London) Limited.Except for the above, there have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year 2015-16 and the date of the Report.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORTManagement’s Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), is presented in a separate section and forms part of this Report.

AWARDS AND RECOGNITIONSThe 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 the Company’s 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 fourth consecutive year at the Systems in the City Awards 2015 held in London.

• Dion Global Solutions (UK) Limited won the ‘Best Implementation of a Technology Solution’ award at the Wealth Briefing European Awards 2015.

• Our wealth management solution, Invantage, has been awarded the Good Accredited Standard for 2016 by Goodacre UK Limited.

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

EXTRACT OF ANNUAL RETURNAn extract of the Annual Return in Form No. MGT 9 is presented in a separate section and is annexed herewith as Annexure - A to this Report.

DETAILS OF SUBSIDIARIES / JOINT VENTURES / ASSOCIATES COMPANIESDuring the year under review:1. Dion Global Solutions (Singapore) Pte. Ltd., one of the step

down subsidiaries of the Company, has incorporated its wholly owned subsidiary, Dion Latam SA on April 27, 2015; and

2. Dion Latam SA has also incorporated its wholly owned subsidiary, Dion Panama SA on April 27, 2015.

Further, no Company has ceased to be the Company’s subsidiary and also the Company has no joint ventures / associate companies during the year under review. The Board of Directors has formulated a Policy for determining Material Subsidiaries which has been uploaded on the Company’s website and can be accessed through the link http://investors.dionglobal.com/pdf/policy/Policy-on-Subsidiaries.pdf

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PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIESIn terms of Section 129(3) of the Companies Act, 2013 (Act), a separate statement containing the salient features of the financial statement of Company’s subsidiaries in Form AOC – 1 is attached to the Consolidated Financial Statements of the Company. The said statement contains a report on the performance and financial position of each of the subsidiaries included in the Consolidated Financial Statement and hence is not repeated here for the sake of brevity.The Company will provide a copy of separate annual financial statements in respect of each of its subsidiaries to any shareholder of the Company who asks for it and the said financial statements will also be kept open for inspection at the registered office of the Company and that of subsidiary.CONSOLIDATED FINANCIAL STATEMENTSPursuant to Regulation 34 of the Listing Regulations and Section 129 of the Act, Consolidated Financial Statements of the Company and all its subsidiaries, duly audited by the Statutory Auditors of the Company, is published in this Annual Report. The Consolidated Financial Statements are prepared in terms of the Accounting Standards as per Companies (Accounting Standard) Rules, 2006 and referred to in Sections 129 & 133 of the Act.PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTSThe particulars of loans, guarantees and investments covered under Section 186 of the Act are annexed herewith as Annexure- B and forms part of this Report.RELATED PARTIESAll Related Party Transactions that were entered into during the financial year under review were in the ordinary course of business and on an arm’s length basis. There were few materially significant Related Party Transactions made by the Company with other related parties in the financial year. The details of the transactions with related parties are provided in the notes to accompanying standalone financial statements.All Related Party Transactions are placed before the Audit Committee for approval as required under Regulation 23 of the Listing Regulations. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. A statement giving details of all related party transactions entered into pursuant to the omnibus approval so granted is placed before the Audit Committee for their review on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website and can be accessed through the link: http://investors.dionglobal.com/pdf/policy/Related-Party-Transactions-Policy.pdfNone of the Directors has any pecuniary relationship or transaction vis-à-vis the Company, except to the extent of sitting fees paid to them.

Disclosures as required Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Form AOC-2 annexed herewith as Annexure – C and forms part of this Report.DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS The Company has in place an adequate internal financial controls with reference to the financial statements and were operating effectively. These have been designed for providing reasonable assurance with regard to financial statements prepared, complying with applicable statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies.The Company has continued its efforts to align all its processes and controls with global best practices.

RISK MANAGEMENT POLICYThe Company has developed and implemented a Risk Management Policy to mitigate the various risks that can impact the ability to achieve its strategic objectives. The Company adopts systematic approach to mitigate risks associated with accomplishment of objectives, operations, revenues and regulations. The Company believes that this would ensure mitigating steps proactively and help to achieve stated objectives.DIRECTORS AND KEY MANAGERIAL PERSONNEL During the financial year under review, the following are the changes in the Directors and Key Managerial Personnel (KMP) of the Company:

S. No.

Name Category Date of Appointment

Date of Resignation

1 Mr. Balinder Singh Dhillon

Non Executive Non Independent Director

May 11, 2015

-

2 Mr. Rashi Dhir

Non-Executive Independent Director

May 11, 2015

-

3 Dr. Vandana Nadig Nair


May 11, 2015

-

4 Mr. Hemant Dhingra

Non-Executive Non-Independent Director

- May 11, 2015

5 Mr. Pradeep Raniga


- May 11, 2015

6 Ms. Nishtha Sareen

Whole-time Director

- May 11, 2015

7 Mr. John Lane Lowrey


- July 19, 2015

8 Mr. Daljit Singh


August 4, 2015

-

9 Mr. Varun Sood


August 4, 2015

November 20, 2015

10 Dr. Gaurav Laroia


August 4, 2015

-

11 Mr. Vikram Sahgal


- August 4, 2015

12 Mr. Ravi Umesh Mehrotra


November 2, 2015

-

13 Mr. Rama Krishna Shetty


- November 20, 2015

14 Mr. Amit Sethi


January 20, 2016

-

15 Mr. Tanmaya Das

Chief Financial Officer

- August 31, 2015 *

16 Mr. Ajay Milhotra

Chief Financial Officer (CFO)

October 12, 2015

-

* Last working day with the Company.


The Members of the Company at their 20thAnnual General Meeting (AGM) held on September 18, 2015 approved the appointment of Mr. Rashi Dhir, Dr. Vandana Nadig Nair and Dr. Gaurav Laroia as Independent Directors for a term of 5 (Five) years with effect from the respective date of their appointment as Additional Directors. Further, the Members of the Company at the said AGM has also approved the appointment of Mr. Balinder Singh Dhillon, Mr. Daljit Singh and Mr. Varun Sood as Directors of the Company whose period of office shall be liable to determination by retirement by rotation.

The Board of Directors placed on records its deep appreciation for the valuable services and guidance provided by Directors, who have resigned during the year, during their tenure as Directors of the Company

Subsequent to the financial year ended March 31, 2016, Mr. Padam Narain Bahl has resigned from the office of Director of the Company with effect from August 08, 2016. The Board of Directors placed on records its deep appreciation for the valuable services and guidance provided by him during his tenure as a Director of the Company.

In terms of Section 161 of the Act, Mr. Ravi Umesh Mehrotra and Mr. Amit Sethi would hold office upto the date of the ensuing AGM of the Company.

Pursuant to Section 149(10) of the Act, the Board of Directors also recommends, the appointment of Mr. Amit Sethi as an Independent Director of the Company for a term of 5 (Five) consecutive years from the date of his appointment as an Additional Director, at the ensuing AGM of the Company.

The Company has received notices in writing from a Member along with the deposit of requisite amount proposing Mr. Ravi Umesh Mehrotra and Mr. Amit Sethi for appointment as Directors of the Company. The Nomination and Remuneration Committee (Committee) and the Board of Directors recommends their appointment.

The Company has also received from Mr. Amit Sethi declarations to the effect that he meets the criteria of independence as provided in Section 149 (6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

In the opinion of the Board, Mr. Amit Sethi fulfills the conditions for appointment as an Independent Director as specified in the Act and Rules made thereunder and he is independent of the management.

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 AGM of the Company and being eligible has offered himself for re-appointment. The Committee and the Board of Directors recommends his re-appointment.

Brief resume of the Directors seeking appointment and re-appointment along with other details as stipulated under Regulation 36 of the Listing Regulations, are provided in the Notice for convening the AGM of the Company.

All Independent Directors have submitted declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

Subsequent to the financial year ended March 31, 2016, Mr. Ralph James Horne has resigned from the office of Managing Director & Key Managerial Personnel (KMP) and Mr. Ajay Milhotra has resigned from the office of CFO with effect from May 12, 2016 and May 23, 2016 respectively. However, Mr. Ralph will continue as a Director of the Company.

The Board of Directors of the Company has appointed Mr. Michel Borst and Mr. Gopala Subramanium as Chief Executive

Officer (CEO) and CFO of the Company with effect from May 12, 2016 and May 23, 2016 respectively and also designated them as KMPs of the Company with effect from May 23, 2016.

BOARD / COMMITTEE COMPOSITION AND MEETINGS

The Board of Directors of the Company met 7 (seven) times during the financial year 2015-16. The details of composition of Board and Committees and their meetings held during the year under review are provided in the Report on Corporate Governance, which forms part of this report. The intervening gap between two meetings of the Board was within the period prescribed under the Act and Regulation 17 of the Listing Regulations.

BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out performance evaluation of its own performance, the Directors individually, Chairman as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee (NRC) and Stakeholders Relationship Committee. Following process of evaluation was followed:

S. No.

Process Remarks

1. Individual Self- Assessment

Self-evaluation forms were shared and completed by the Directors and submitted to the Chairperson of NRC.

2. One to One discussion

An independent Advisor was authorised to interact with each Board Member to assess performance, invite direct feedback and seek inputs to identify opportunities for improvement.

3. Board Evaluation for the Board, NRC and of Independent Directors (IDs)

Using the Self-Assessment feedback and output from the one-to-one discussions, the formal Board Evaluation Process was conducted. A compilation of the individual self-assessments and one to one discussions were placed at the meeting of the NRC, the ID’s and the Board of Directors (BoD) held on February 2, 2016 for them to review collectively and include as additional feedback to the formal process completed in the meetings.

4. Final recording and reporting

Based on the above, a final report on Board Evaluation was collated, presented and tabled at a meeting of the BoD. The report also noted best practices in certain areas and considered opportunities for improvement.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for appointment of Directors, Key Managerial Personnel and their remuneration as well as policy on Other Employees remuneration. Details of the Remuneration Policy is provided in the Report on Corporate Governance which forms part of this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Act, your Directors, based on the representation as provided to the Board by the management, confirm that:(a) in the preparation of the annual accounts for the financial

year ended March 31, 2016, the applicable accounting standards have been followed along with proper

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explanations relating to material departures, wherever applicable;

(b) the directors 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 view of the state of affairs of the Company as at March 31, 2016, and of the loss of the Company for the year under review;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts for the financial year ended March 31, 2016 on a ‘going concern’ basis;

(e) the directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure proper compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

REPORT ON CORPORATE GOVERNANCE

The Company continues to be committed to uphold the standards of Corporate Governance and adhere to the requirements set out by the Listing Regulations.

A detailed Report on Corporate Governance along with the Certificate of M/s. VAP & Associates, Company Secretaries in Practice, confirming the compliance to the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement for the period April 1, 2015 to November 30, 2015 and Regulations 17 to 27 & clauses (b) to (i) of Regulation 46(2) of the Listing Regulations for the period December 1, 2015 to March 31, 2016, is set out in this Annual Report and forms an integral part of this Report.

AUDITORS

Statutory AuditorsPursuant to the provisions of Section 139 of the Act and the Rules framed thereunder, M/s S.S. Kothari Mehta & Co. (Firm Registration No. 000756N), Chartered Accountants, were appointed as Statutory Auditors of the Company from the conclusion of the 19th Annual General Meeting (AGM) of the Company till the conclusion of the 21st AGM of the Company to be held in the year 2016, subject to ratification of their appointment at every AGM.Accordingly, M/s S.S. Kothari Mehta & Co. will retire as Statutory Auditors of the Company at the conclusion of the ensuing AGM of the Company. It is proposed to re-appoint them as Statutory Auditors of the Company for a term of 5 (Five) years.The Company has received a written confirmation from them to the effect that their re-appointment, if made, would be within the limits specified under the Act and that they are not disqualified from being re-appointment as Auditors of the Company. Based on the recommendations of the Audit Committee, the Board of Directors of the Company recommends the re-appointment of M/s S. S Kothari Mehta & Co. as Statutory Auditors of the Company for a term of 5 (Five) years from the conclusion of the forthcoming AGM till the conclusion of the AGM of the Company to be held in the year 2021 subject to ratification of their appointment at every AGM.

The Statutory Auditors’ Report does not contain any qualification, reservation or adverse remarks.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s MZ & Associates has conducted the Secretarial Audit of the Company for the financial year 2015-16.

The Secretarial Audit Report of the Company for the financial year ended March 31, 2016, is annexed herewith as Annexure – D to this Report. The said Report does not contain any qualification, reservation or adverse remarks.

PUBLIC DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits from public pursuant to the provisions of Section 73 of the Act read with Companies (Acceptance of Deposit) Rules, 2014 and therefore, no amount of principal or interest was outstanding in respect of deposits from the Public as of the date of Balance Sheet.

LISTING WITH STOCK EXCHANGE

The Equity Shares of the Company continue to be listed on BSE Limited (“BSE”). The Annual Listing Fee for the financial year 2016-17 has been paid to the BSE.

EMPLOYEE STOCK OPTION SCHEME

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter-alia, administers and monitors the Employees’ Stock Option Schemes of the Company.

Disclosure pursuant to the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (“SEBI Guidelines”), for Dion Global Employees Stock Option Scheme, 2011 (“ESOP-2011”) for the financial year ended March 31, 2016 is available at http://investors.dionglobal.com/ESOP-Disclosures.aspx and forms part of this 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.

There is no material change in both the Schemes during the financial year. The certificate from Statutory Auditors of the Company confirming that Schemes have been implemented in accordance with the SEBI Guidelines would be placed at the forthcoming Annual General Meeting of the Company for inspection by the Members.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis. The Company has taken the following steps:

1) With the consolidation of the majority of its global delivery capability in a single location in Noida, in a large open plan office with a high level of energy efficiency, where delivery teams work in conjunction with support services, the monthly consumption of electricity has declined.

2) The cloud based services are leveraged for sending emails and routing intra-office communication with a view to significantly bring down the telecommunication costs. Over 90 per cent of the meetings are now held online via Voice over IP (VoIP) to further trim costs while maintaining great service. Further, the dependency on servers and in-house data centers has been reduced by effectively implementing


the cloud. This has led to improved productivity, reduced spending on infrastructure & IT and enhanced brand identity and reputation.

However, in view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company and hence not been provided.

The Company has continued to maintain focus on and avail of export opportunities based on economic considerations. The Company has earned Rs 20.72 Crores (Previous Year: Rs 24.84 Crores) in Foreign Exchange and incurred expenditure of Rs 1.55 Crores (Previous Year: Rs1.08 Crores) in Foreign Exchange during the year under review on a standalone basis.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Statement of Particulars of Employees as required under Section 197 of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, forms part of this Report. However, pursuant to Section 136 of the Act, this Report and Financial Statements are being sent to the Members and others entitled thereto excluding the aforesaid information and the said particulars are available for inspection by the Members at the Registered Office of the Company during normal business hours on working days of the Company upto the date of the ensuing Annual General Meeting. The Members desirous of obtaining such particulars may write to the Company Secretary at the Registered Office / Corporate Office of the Company in this regard.

Disclosures of the ratio of the remuneration of each director to the median employee’s remuneration and other details as required pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as Annexure- E and forms part of this Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has in place a mechanism in form of Whistle Blower Policy for Directors and employees of the Company to report their genuine concerns and to deal with instance of unethical practices, fraud and mismanagement or gross misconduct by the employees of the Company, if any

that can lead to financial loss or reputational risk to the organization.

The details of the Whistle Blower Policy are provided in the Report on Corporate Governance and the Policy has also been uploaded on the website of the Company.

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

The Company is committed to provide a healthy environment to all employees and thus, does not tolerate any discrimination and/or harassment in any form. The Company has in place an Anti-Harassment and Grievance Redressal Policy. All employees (permanent, contractual, temporary, trainees) are covered under the said Policy. No case has been reported during the year under review.

HUMAN RESOURCES

The year 2015 saw several initiatives towards strengthening the human resources management aspects relating to employee productivity, employee cost, talent management, diversity, capability development, employee engagement and various other engaging activities. We have nurtured a culture of diverse thinking, leading to an array of ideas and initiatives that resulted in sustained workforce engagement. We have driven our relentless focus on investing strategically in creating new growth vectors for future while continuing to drive our core to full potential, ensuring excellence and building on our agile and high performance culture.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its operations in future.

ACKNOWLEDGEMENTS

Your Directors would like to thank the Company’s Bankers, Regulatory Bodies, Stakeholders and other business associates for their continued support during the year and look forward to their continued support in future.

Your Directors also gratefully acknowledge and appreciate the hard work, solidarity, co-operation and contribution made by our employees at all levels for the growth of the Company.

For and on behalf of the Board For Dion Global Solutions Limited

Sd/-Place : New Delhi Maninder Singh Grewal Date : August 8, 2016 Chairman

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Annexure – A Form No. MGT-9

EXTRACT OF ANNUAL RETURN as on the financial year ended March 31, 2016

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. Registration and other details of Company:

Sl. No. Particulars Details

i) CIN L74899DL1994PLC058032

ii) Registration Date March 23, 1994

iii) Name of the Company Dion Global Solutions Limited

iv) Category / Sub-Category of the Company

Public Company / Limited by Shares

v) Address of the Registered office and contact details

54, Janpath, New Delhi – 110001, Tel. No.: +91-11-40188100 Fax No.: +91-11-40188151E-mail: [email protected]: www.dionglobal.com

vi) Whether listed company Yes

vii) Name, Address and Contact details of Registrar and Transfer Agent, if any

Karvy Computershare Private LimitedKarvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500032Tel. No. :+91-40-67162222Fax No.: +91-40-23420814E-mail: [email protected]: www.karvycomputershare.com

II. Principal Business Activities of the Company:All the business activities contributing 10 % or more of the total turnover of the Company shall be stated:

Sl. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company

1 Software Development and maintenance support to the Clients

620 – Computer Programming, consul-tancy and related activities

74.78

2 Research & Information Services 631 – Data Processing, hosting and relat-ed activities; web portals

25.22

III. Particulars of Holding, Subsidiary and Associate Companies:

S. No.

Name and address of the Company CIN/GLN Holding/ Subsidiary/Associate

% of shares held

Applicable Section

1 OliveRays Innovations Limited54, Janpath, New Delhi – 110001

U74140DL2004PLC262981 Subsidiary 100 2(87)

2 Regius Overseas Holding Co. Ltd.Abax Corporate Services Limited, 6th Floor, Tower A, 1 Cybercity, Ebene, Mauritius.

Not Applicable Subsidiary 100 2(87)

3 Dion Global Solutions Pty. Ltd. Level 1, 55, Southbank Boulevard, Southbank, VIC 3006, Australia


4 Dion Global Solutions (Australia) Pty. Ltd.Level 1, 55, Southbank Boulevard, Southbank, VIC 3006, Australia


5 Dion Global Solutions (Developments) Pty Ltd.Level 1, 55, Southbank Boulevard, Southbank, VIC 3006, Australia


6 Dion Global Solutions (Asia Pacific) Pty Ltd.Level 1, 55, Southbank Boulevard, Southbank, VIC 3006, Australia



S. No.


% of shares held

Applicable Section

7 Dion Global Solutions (NZ) LimitedGVW Accountants Limited, Level 1, 109 Carlton Gore Road, Newmarket, Auckland – 1023, New Zealand


8 Dion Global Solutions (HK) Limited1902, Mass Mutual Tower, 38, Gloucester Road, Wanchai, Hong Kong


9 Dion Global Solutions (UK) Limited86-92, Regent Road, Leicester, LEI 7DD, United Kingdom


10 Dion Global Solutions (Singapore) Pte. Ltd.10, Anson Road, # 35-06A, International Plaza, Singapore – 079903


11 Dion Global Solutions Vietnam Company LimitedNo. 37, Ton Duc Thang Street, Ben Nghe Ward, District 1, Ho Chi Minh City, Vietnam.


12 Dion Global Solutions Inc.733 3rd Avenue, 15th Floor, New York, NY, 10017, USA


13 Indigo (London) Holdings Ltd.3rd Floor, 86-92, Regent Road, Leicester, Leicestershire, LEI 7DD, United Kingdom


14 Indigo (London) Limited3rd Floor, 86-92, Regent Road, Leicester, Leicestershire, LEI 7DD, United Kingdom


15 Investmaster Holdings Limited3rd Floor, 86-92, Regent Road, Leicester, Leicestershire, LEI 7DD, United Kingdom


16 Dion Global Solutions (London) Limited3rd Floor, 86-92, Regent Road, Leicester, Leicestershire, LEI 7DD, United Kingdom


17 Adminsource (UK) Limited3rd Floor, 86-92, Regent Road, Leicester, Leicestershire, LEI 7DD, United Kingdom

Not Applicable Subsidiary 100 2(87

18 Consort Information Systems Limited86-92, Regent Road, Leicester, LEI 7DD, United Kingdom


19 Consort Securities Systems Limited86-92, Regent Road, Leicester, LEI 7DD, United Kingdom


20 Dion Global Solutions (Canada) Limited75, International Boulevard, Suite 103, Toronto, Ontario, Canada, M9W 6L9


21 Dion Global Solutions GmbhMainzer Landstr. 199, 60326 Frankfurt am Main, Germany


22 Dion Global Solutions (MY) Sdn. Bhd22/2, Jalan 1/64, Off Jalan Kolam Air / Jalan Ioph, 51200 Kuala Lumpur, Malaysia


23 Dion Latam S.A.Fonseca & Associates, 50th Street, 23rd Floor, Credicorp Bank Building, Office No. 2303, Panama City, Republic of Panama


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S. No.


% of shares held

Applicable Section

24 Dion Panama S.A.Fonseca & Associates, 50th Street, 23rd Floor, Credicorp Bank Building, Office No. 2303, Panama City, Republic of Panama


25 Chase Cooper Holdings Ltd.(formerly AEOIU Limited)Tempest House, Level 2, 9 Hewett Street, London, EC2A 3NN


26 Chase Copper LimitedTempest House, Level 2, 9 Hewett Street, London, EC2A 3NN


27 DBS Financial Systems LimitedTempest House, Level 2, 9 Hewett Street, London, EC2A 3NN


IV. Shareholding Pattern of the Company (Equity Share Capital Breakup as a percentage of Total Equity) (i) Category-wise Share Holding:

Category of Shareholders

No. of Shares held at the beginning of the Year (April 1, 2015)

No. of Shares held at the end of the Year (March 31, 2016)

% Change during the

YearDemat Physical Total % of total shares

Demat Physical Total % of total shares

A. Promoters

(1) Indian

a) Individual HUF

5,37,660 0 5,37,660 1.67 5,37,660 0 5,37,660 1.67 0

b) Central Government

0 0 0 0 0 0 0 0 0

c) StateGovernment (s)

d) BodiesCorporate

1,29,87,358 0 1,29,87,358 40.30 1,45,64,976 0 1,45,64,976 45.19 4.89

e) Banks / FI 0 0 0 0 0 0 0 0 0

f) Any Other –Trust

41,11,842 0 41,11,842 12.76 41,11,942 0 41,11,942 12.76 0

Sub-total (A) (1)

1,76,36,860 0 1,76,36,860 54.73 1,92,14,578 0 1,92,14,578 59.62 4.89

(2) Foreign

a) NRIs –Individuals

0 0 0 0.00 0 0 0 0.00 0.00

b) Others -Individuals

0 0 0 0 0 0 0 0 0

c) Bodies Corporate

0 0 0 0 0 0 0 0 0

d) Banks / FI 0 0 0 0 0 0 0 0 0

e) Any Other 0 0 0 0 0 0 0 0 0

Sub-total (A) (2)

0 0 0 0.00 0 0 0 0.00 0.00

Total Shareholding of Promoters (A) = (A)(1) + (A)(2)

1,76,36,860 0 1,76,36,860 54.73 1,92,14,578 0 1,92,14,578 59.62 4.89


Category of Shareholders

No. of Shares held at the beginning of the Year (April 1, 2015)

No. of Shares held at the end of the Year (March 31, 2016)

% Change during the

YearDemat Physical Total % of total shares

Demat Physical Total % of total shares

B. Public Shareholding

1. Institutions a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0.00b) Banks/FI 0 0 0 0.00 0 0 0 0.00 0.00c) Central Govt. 0 0 0 0.00 0 0 0 0.00 0.0d) State Govt.(s) 0 0 0 0.00 0 0 0 0.00 0.00e) Venture

Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00

f) InsuranceCompanies

0 0 0 0.00 0 0 0 0.00 0.00

g) FIIs 14,78,500 0 14,78,500 4.59 12,49,449 0 12,49,449 3.88 (0.71)h) Foreign

Venture Capital Funds

0 0 0 0.00 0 0 0 0.00 0.00

(i) Others(Specify)

0 0 0 0 0 0 0 0 0

Sub Total (B)(1) 14,78,500 0 14,78,500 4.59 12,49,449 0 12,49,449 3.88 (0.71)

2. Non –Institutionsa) Bodies Corp.

i) Indianii) Overseas

46,88,155 51,56,878 98,45,033 30.55 32,34,177 51,56,878 83,91,055 26.03 (4.52)

b) Individualsi) Individuals Shareholders holdingnominalShare CapitalUpto Rs. 1lakh

14,70,982 3,82,961 18,53,943 5.75 18,50,439 3,69,609 22,20,048 6.89 1.14

ii) IndividualsShareholders holding nominal Share Capital in excess of Rs. 1 lakh

7,92,919 0 7,92,919 2.46 8,46,847 0 8,46,847 2.63 0.17

c) Others (Specify)i) HUF 94,125 0 94,125 0.29 1,35,614 0 1,35,614 0.42 (0.29)

ii) Clearing Members 3,17,661 0 3,17,661 0.99 5,840 0 5,840 0.02 (0.97)iii) Non Resident

Indians2,08,285 80 2,08,365 0.65 1,59,529 80 1,59,609 0.50 (0.15)

iv) Trusts - - - - 0 4008 4008 0.01 0.01

v) NBFC registeredwith RBI

- - - - 358 0 358 0.00 0.00

Sub-total (B)(2) 75,72,127 55,39, 919 1,31,12, 046 40.68 62,32,804 55,30,575 1,17,63,379 36.50 (4.18)Total Public Shareholding (B) = (B) (1) + (B) (2)

90,50,627 55,39, 919 1,45,90, 546 45.27 74,82,253 55,30, 575 1,30,12,828 40.38 (4.89)

C. Shares held by Custodian for GDRs & ADRs

0 0 0 0.00 0 0 0 0 0.00

Grand Total = (A + B+C)

2,66,87,487 55,39,919 3,22,27, 406 100 2,66,96,831 55,30,575 3,22,27,406 100 0.00

21

(ii) `Shareholding of Promoters:Sl.

No.Shareholder’s Name Shareholding at the beginning of the

year (April 1, 2015)Shareholding at the end of the year

(March 31, 2016)% Change in shareholding

during the YearNo. of

Shares% of total

shares of the

Company

% of shares pledged/

encumbered to total shares

No. of Shares

% of total shares of the

Company

% of shares pledged/

encumbered to total shares

1 RHC HOLDING PRIVATE LIMITED 76,59,008 23.77 0 76,59,008 23.77 0 0.00

2 DION GLOBAL INVESTMENT SHARES TRUST 41,11,842 12.76 0 41,11,842 12.76 0 0.00

3 SHIVI HOLDINGS (P) LTD. 16,02,074 4.97 0 23,90,883 7.42 0 2.45

4 MALAV HOLDINGS PRIVATE LIMITED 14,89,680 4.62 0 22,78,489 7.07 0 2.45

5 MALVINDER MOHAN SINGH 2,65,590 0.82 0 2,65,590 0.82 0 0.00

6 OSCAR INVESTMENTS LIMITED 22,36,596 6.94 0 22,36,596 6.94 0 0.00

7 SHIVINDER MOHAN SINGH 1,50,990 0.47 0 1,50,990 0.47 0 0.00

8 ADITI SHIVINDER SINGH 1,14,000 0.35 0 1,14,000 0.35 0 0.00

9 NIMMI SINGH 7,080 0.02 0 7,080 0.02 0 0.00

10 MALVINDER MOHAN SINGH (SHARES HELD JOINTLY WITH SHIVINDER MOHAN SINGH IN THE CAPACITY OF TRUSTEE OF PS TRUST)

- - - 100 0.00 0 0.00

Total 1,76,36,860 54.73 0 1,92,14,578 59.62 0 4.89

(iii) Change in Promoters’ Shareholding (please specify, if there is no change):

Sl.No.

Shareholder’s Name Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of Shares % of total shares of the Company


1. Shivi Holdings Private Limitedat the beginning of the yearMarch 30, 2016 – increase due to purchase of equity shares from the open Market at end of the Year

16,02,074

7,88,80923,90,883

4.97

2.457.42

16,02,074

23,90,88323,90,883

4.97

7.427.42

2. Malav Holdings Private Limitedat the beginning of the yearMarch 30, 2016 – increase due to purchase of equity shares from the open Market at end of the Year

14,89,680

7,88,80922,78,489

4.62

2.457.07

14,89,680

22,78,48922,78,489

4.62

7.077.07

3. Malvinder Mohan Singh(Shares held jointly with Shivinder Mohan Singh in the capacity of Trustee of PS Trust)at the beginning of the yearJune 8, 2015 – Purchase of equity shares from the open Marketat end of the Year

-

100100

-

0.000.00

-

100100

-

0.000.00

Note: Except the above change, there is no other change in the Promoter’s Shareholding between April 1, 2015 and March 31, 2016.

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sl. No.

Shareholders Name Shareholding at the beginning of the year




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

51,47,058NIL

51,47,058

15.97NIL

15.97

51,47,058NIL

51,47,058

15.97NIL

15.97

2. Telelink Commerce Private Limited at the beginning of the yearchange in Shareholdingat the end of the year

15,02,231 2,34,112

12,68,119

4.660.73 3.93

15,02,23112,68,11912,68,119

4.663.933.93


Sl. No.





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

8,66,334NIL

8,66,334

2.69NIL

2.69

8,66,334NIL

8,66,334

2.69NIL

2.69

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

5,83,500NIL

5,83,500

1.81NIL

1.81

5,83,500NIL

5,83,500

1.81NIL

1.81

5. Rosestar Marketing Private Limitedat the beginning of the yearchange in shareholdingat the end of the year

NIL4,00,0004,00,000

NIL1.241.24

NIL4,00,0004,00,000

NIL1.241.24

6. Albula Investment Fund Limited at the beginning of the yearchange in shareholdingat the end of the year

3,89,000NIL

3,89,000

1.21NIL

1.21

3,89,000NIL

3,89,000

1.21NIL

1.21

7. Manimudra Vincom Private Limited at the beginning of the yearchange in shareholdingat the end of the year

3,00,046NIL

3,00,046

0.93NIL

0.93

3,00,046NIL

3,00,046

0.93NIL

0.93

8. APMS Investment Fund Limited at the beginning of the yearchange in shareholdingat the end of the year

5,06,0002,46,0302,59,970

1.570.760.81

5,06,0002,59,9702,59,970

1.570.810.81

9. Falguni Ketan Chokshi at the beginning of the yearchange in shareholdingat the end of the year

96,525Nil

96,525

0.30Nil

0.30

96,525 Nil

96,525

0.30Nil

0.30

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

53,381 36,520 89,901

0.170.11 0.28

53,381 89,90189,901

0.17 0.280.28

Note: Top ten shareholders of the Company as on March 31, 2016 has been considered for the above disclosure.

(v) Shareholding of Directors and Key Managerial Personnel:

S. No.



No. of Shares % of Total Shares of the Company

No. of Shares % of Total Shares of the Company

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

2,64,184Nil

2,64,184

0.82 Nil

0.82

2,64,184Nil

2,64,184

0.82Nil

0.82

2. Ravi Umesh Mehrotraat the beginning of the yearchange in shareholdingat the end of the year

1,140Nil

1,140

0.00 Nil

0.00

1,140Nil

1,140

0.00Nil

0.00

Note: 1. Mr.RaviUmeshMehrotraholdssharesjointlywithhiswifeandwifeisthefirstholder. 2. Except Mr. Maninder Singh Grewal and Mr. Ravi Umesh Mehrotra, no other Directors and Key Managerial Personnel

holdsanyshareintheCompanyduringthefinancialyear2015-16.

23

V. Indebtedness Indebtedness of the Company including interest outstanding/accrued but not due for payment

(Amount in `)

Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of thefinancial year

i) Principal Amount 1,06,93,58,927 37,62,00,000 - 1,44,55,58,927

ii) Interest due but not paid - - - -

iii) Interest accrued but not due 42,56,929 63,01,720 - 1,05,58,649

Total (i+ii+iii) 1,07,36,15,856 38,25,01,720 - 1,45,61,17,576

Change in Indebtedness during thefinancial year ·

Addition 19,80,59,194 58,08,60,249 - 77,89,19,443

Reduction (46,10,25,593) (26,83,00,000) - (72,93,25,593)

Net Change (26,29,66,399) 31,25,60,249 - 4,95,93,850

Indebtedness at the end of the financialyear

i) Principal Amount 80,63,92,528 68,87,60,249 - 1,49,51,52,777

ii) Interest due but not paid - - - -

iii) Interest accrued but not due 52,58,322 1,63,58,509 - 2,16,16,831

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

VI. Remuneration of Directors and Key Managerial PersonnelA. Remuneration to Managing Director, Whole-time Directors and/or Manager:

(Amount in `)

Sl. No.

Particulars of Remuneration Name of MD / WTD / Manager Total AmountMr. Ralph James Horne

(Global CEO & Managing Director) *

Ms. Nishtha Sareen (Whole-time Director)

**

1 Gross salary

(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961

- 2,15,228 2,15,228

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - -

(c) Profits in lieu of salary under Section 17(3) Income tax Act, 1961

- - -

2 Stock Option - - -

3 Sweat Equity - - -

4 Commission - as % of profit - others, specify

- - -

5 Others, please specify - - -

6 Total (A) - 2,15,228 2,15,228

7 Ceiling as per the Act - Remuneration as per Schedule V of the Act

-

* Mr. Ralph James Horne has been re-appointed as Global CEO & Managing Director of the Company for a period of three years with effect from October 15, 2013 at Nil Remuneration.

** Ms.NishthaSareenhasresignedfromtheofficeofDirectoroftheCompanywitheffectfromMay11,2015andthus,salaryfortheperiodfromApril 1, 2015 to May 11, 2015 has been considered.


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

Sl. No.

Name of Directors Particulars of Remuneration

Fee for Attending Board/ Committee

Meetings

Commission Others, please specify

Total Amount

1 Independent Directors

Mr. Amit Sethi# 20,000 Nil Nil 20,000

Dr. Gaurav Laroia% 1,20,000 Nil Nil 1,20,000

Mr. Padam Narain Bahl 1,60,000 Nil Nil 1,60,000

Mr. Rama Krishna Shetty* 1,00,000 Nil Nil 1,00,000

Mr. Rashi Dhir## 1,00,000 Nil Nil 1,00,000

Dr. Vandana Nadig Nair $$ 1,60,000 Nil Nil 1,60,000

Mr. Vikram Sehgal%% Nil Nil Nil Nil

Total (1) 6,60,000 Nil Nil 6,60,000

2 Other Non - Executive Directors

Mr. Balinder Singh Dhillon^ Nil Nil Nil Nil

Mr. C. P. Gurnani Nil Nil Nil Nil

Mr. Daljit Singh& Nil Nil Nil Nil

Mr. Hemant Dhingra< Nil Nil Nil Nil

Mr. John Lane Lowrey^^^ Nil Nil Nil Nil

Mr. Maninder Singh Grewal Nil Nil Nil Nil

Mr. Pradeep Ratilal Raniga< Nil Nil Nil Nil

Mr. Ravi Umesh Mehrotra^^ Nil Nil Nil Nil

Mr. Varun Sood

25

C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD(` in Lacs)

Sl. No.

Particulars of Remuneration Key Managerial Personnel Total AmountTarun Rastogi

(Company Secretary)Tanmaya Das^(Chief Financial

Officer)

Ajay Milhotra^^(Chief Financial

Officer)

1 Gross salary

(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961

24.39 22.32 32.13 78.84

(b) Value of perquisites u/s 17(2) In-come-tax Act, 1961

- 0.13 - 0.13

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

- - -

2 Stock Option - - -

3 Sweat Equity - - -

4 Commission - as % of profit - others, specify…

- - -

5 Others, please specify - - -

6 Total 24.39 22.45 32.13 78.97^ Mr.TanmayaDashasresignedfromtheofficeofChiefFinancialOfficeroftheCompanyandhis lastworkingdaywasAugust31,2015.

Accordingly, salary for the period from April 01, 2015 to August 31, 2015 has been considered.^^ Mr.AjayMilhotrahasbeenappointedasChiefFinancialOfficeroftheCompanywitheffectfromOctober12,2015.Accordingly,salaryfor

the period from October 12, 2015 to March 31, 2016 has been considered.

VII. Penalties/punishment/compounding of offences

Type Section of the Companies Act

Brief Description

Details of Penalty / Punishment/ Com-pounding fees im-posed

Authority [RD / NCLT / COURT]

Appeal made, if any (give Details)

A. COMPANY

Penalty NIL

Punishment NIL

Compounding NIL

B. DIRECTORS

Penalty NIL

Punishment NIL

Compounding NIL

C. OTHER OFFICERS IN DEFAULT

Penalty NIL

Punishment NIL

Compounding NIL


Sd/-Place : New Delhi Maninder Singh GrewalDate : August 8, 2016 Chairman


Annexure – B

Particulars of loans given as required to be disclosed by Section 186(4) of the Companies Act, 2013 are as below :

Name of Party Rate of Interest Secured / Unsecured March 31, 2016 (`)

March 31, 2015 (`)

RHC IT Solutions Private Limited 15% Unsecured 55,31,85,000 49,25,45,000

Regius Overseas Holding Co. Ltd. 13.25%-14.75% Unsecured 23,79,04,318 14,74,01,950

Note: The above loans have been given for meeting the working capital requirements and investments in Subsidiaries.

Annexure - CForm AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act andRule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts / arrangements entered into by the company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arm’s length basis:

There were no contracts or arrangements or transactions entered into during the financial year ended March 31, 2016, which are not on arm’s length basis.

2. Details of material contracts or arrangement or transactions at arm’s length basis:

The details of material contracts or arrangements or transactions entered into during the financial year ended March 31, 2016, which are on arm’s length basis:

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

RHC Holding Private LimitedAn enterprise over which Promoter is able to exercise significant influence.

Oscar Investments LimitedAn enterprise over which Promoter is able to exercise significant influence.

RHC IT Solutions Private LimitedAn enterprise over which Promoter is able to exercise significant influence.

Nature of contracts / arrangements / transactions

Availing of advances /loans & Corporate Guarantee

Availing of advances /loans & Corporate Guarantee

Grant of Loans

Duration of the contracts / arrangements / transactions

FY 2015-16 FY 2015-16 FY 2015-16

Salient terms of the contracts or arrangements or transactions including the value, if any

Loan up to ` 100 crore@ 14.5% p.a.

Loan up to ` 100 crore@ 14.5% p.a.

Loan up to ` 60 crore@ 15% p.a.

Date(s) of approval by the Board, if any

August 4, 2015 August 4, 2015 August 4, 2015

Amount paid as advances, if any

Not Applicable Not Applicable Not Applicable


Sd/-Place : New Delhi Maninder Singh GrewalDate : August 8, 2016 Chairman

27

Annexure - DForm No. MR-3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED March 31, 2016

[PursuanttoSection204(1)oftheCompaniesAct,2013andRuleNo.9oftheCompanies(AppointmentandRemunerationofManagerial Personnel) Rules, 2014]

To,The Members,Dion Global Solutions Limited54, Janpath, 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”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2016 complied with the statutory provisions listed here under and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter :We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2016 according to the provisions of:(i) The Companies Act, 2013 (the Act) and the rules made thereunder;(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct

Investment and Overseas Direct Investment;(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding

the Companies Act and dealing with client;(g) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(vi) The Employees State Insurance Act, 1948 (vii) Employees Provident Fund and Miscellaneous Provisions Act, 1952(viii) Information Technology Act, 2000(ix) The Trade Mark Act, 1999(x) Other general laws excluding taxation lawsWe have also examined compliance with the applicable clauses of the following:a) Secretarial Standards issued by The Institute of Company Secretaries of India.b) The Listing Agreement entered into by the Company with the BSE Limited.During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.We further report that• The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors

and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

• Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

• Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.We further report that during the audit period, there were no instance having a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines and standards, etc. referred to above.

For MZ & AssociatesCompany Secretaries

Sd/-CS Mohd Zafar

PartnerPlace : New Delhi Membership No: ACS 28165Date : 19th July, 2016 CP: 13875


Annexure – EDisclosures as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Nature of Disclosure Particulars

a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year

Other than Ms. Nishtha Sareen, Whole-time Director,no other Director has drawn any remuneration during the financial year 2015-16 except the sitting fees.

However, she has resigned from the office of Director of the Company with effect from May 11, 2015 and accordingly, she drawn salary only for the period from April 1, 2015 to May 11, 2015.

The ratio of the remuneration of each director to the median remuneration of the employees of the Company is 0.36:1

b) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year

Name &Designation % Increase in remuneration in FY 2015-16

Mr. Ralph James Horne,Global CEO & MD

Not Applicable*

Mr. Tanmaya Das, Chief Financial Officer

Not Applicable^

Mr. Ajay MilhotraChief Financial Officer

Not Applicable^^

Mr. Tarun Rastogi,Company Secretary

13.5%

Ms. Nishtha Sareen, Whole-time Director

Not Applicable**

c) The percentage increase in the median remuneration of employees in the financial year

7%

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

303 as at March 31, 2016

e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

The average percentile increase already made in the salaries of employees other than managerial personnel was 11 %.

Other than Ms. Nishtha Sareen, Whole-time Director, no other Director has drawn any remuneration during the financial year 2015-16 except the sitting fees.

She has resigned from the office of Director of the Company with effect from May 11, 2015 and accordingly, she drawn salary for the period from April 1, 2015 to May 11, 2015 during the financial year 2015-16.

Hence, the data is not comparable.

f) Affirmation that the remuneration is as per the remuneration policy of the company.

It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and Other Employees.

* Mr. Ralph James Horne re-appointed as Global CEO and Managing Director of the Company with effect from October 15, 2013 at Nil remuneration for a period of three years.

^ Mr.TanmayaDashasresignedfromtheofficeofChiefFinancialOfficeroftheCompanyandhislastworkingdaywasAugust31,2015.Accordingly,therehasbeennoincreaseinremunerationduringthefinancialyear.

^^ Mr.AjayMilhotrawasappointedasChiefFinancialOfficeroftheCompanywitheffectfromOctober12,2015.Accordingly,therehasbeennoincreaseinremunerationduringthefinancialyear.

** Ms.NishthaSareenhas resignedfromtheofficeofDirectorof theCompanywitheffect fromMay11,2015.Accordingly, therehasbeennoincreaseinremunerationduringthefinancialyear.

29

Management Discussion & Analysis 1. Global Economy & Industry Overview After a number of years of sluggish growth, the global

economy is picking up, although at a slower pace. The global economy, which grew by 3.1 percent in 2015, is expected to grow by approximately 3.5 percent over the next two years. As per the World Economic Outlook (WEO), growth in emerging markets and developing economies is expected to be more gradual, while in advanced economies, WEO expects an uneven or modest recovery over the coming years.

Analysts predict the projected positive outlook has been drawn in reference to the forecast, which reflects gradual economic recovery of various countries that are currently in economic distress. Despite a projected uptick in global macro economies, factors such as lower commodity prices, slackening economic growth in China and economic pressures on emerging markets are expected to pose worrisome challenges for the global economic outlook 2016-2017.

Growth in world trade volumes of goods and services,pegged at 2.6 percent in 2015 against 3.4 percent in 2014, is expected to recover over the coming years.

According to WTO Director-General Roberto Azevêdo, “Although the volume of global trade is growing, its value has fallen because of shifting exchange rates and fall in commodity prices.” As per WTO, export growth in developed economies remained stagnant during the first two quarters of 2015, while developing economies witnessed negative growth. The decline in exports was due to weaker demand in the developing countries and flat demand in developed countries.

The US economy grew by approximately 2 percent in 2015, almost a similar rate of growth as 2014. The country has continued to maintain consistent growth amidst unpredicted transformation of the global structure. Financial services, healthcare, technology and retail are some of the major sectors, which have been contributing significantly to the US economy. Despite growth in the labour market and an improvement at the employment level, factors such as increasing income inequality, deteriorating infrastructure, wage stagnation, etc., are few of the current challenges that the US economy is tackling.

In the Eurozone, the economy grew by approximately 1.5 percent in 2015, against a 0.9 percent growth in 2014. While 2012 and 2013 witnessed negative growth rates of approximately 0.8 and 0.3 percent respectively, the Eurozone economy was rebounded in 2014. Currency (Euro)

depreciation, declining oil prices and European Central Bank’s effort to cut down on interest rates, are some of the factors driving the broader economy of Eurozone.

The UK economy expanded 2.2 percent in 2015, 0.7 percent lower than in 2014. Increasing investments and private expenditures on consumption remained noticeable, while a weak contribution to the overall international trade was witnessed during 2015-2016. As per the Office for National Statistics, annual Consumer Price Index (CPI) inflation has remained close to zero throughout 2015. The labour market in the UK has shown a positive growth, backed by approximately 5 percent drop in the unemployment level, the lowest since 2008.

As per the World Bank, developed economies in the East Asia Pacific region are expected to show continued recovery, while the developing economies are expected to grow modestly during the forecasted period (2016-2018). The developing economies grew by approximately 6.7 percent in 2015, against approximately 6.9 percent in 2014. The decline in global oil prices is expected to benefit the developing countries such as the Philippines, Thailand, Cambodia, etc., while Malaysia and Papua New Guinea, region’s net oil exporters, are expected to witness slower growth rates during the projected period.

China’s economy grew by approximately 6.9 percent in 2015 against 7.3 percent in 2014. A slowdown in China, considered to be one of the foremost drivers of the global economic growth, has remained a major concern for the global investors As per the Chinese officials and economists, China is expected to witness a tough time in the coming years due to factors such as, country’s growing debt, oversupply of housing projects and increasing factory capacity with slackening demand.

India’s economy grew by 7.6 percent in 2015, against 7.2 percent in 2014. The growth was driven by the manufacturing sector, which recorded a growth rate of approximately 9.3 percent during the fourth quarter of 2015, while the farm sector grew at a much slower rate of 2.3 percent. As per some experts, the growth rate is predicted to increase by 8 percent in 2016. According to Pranjul Bhandari, the Chief India Economist at HSBC, “Improved corporate margins and household purchasing power backed by falling oil and commodity prices, improvement in government tax collections and a reduction in subsidy bills were the major factors to drive India’s GDP growth.”

2. Industry Structure & Development Though the return on investments from the financial services

space has gradually recovered, they are still not at par with the pre-crisis level. The financial services firms in the US and Western Europe were worst affected by the crisis. Currently, the return on investments from financial services firms still lag behind other mainstream industries, such as Healthcare or Technology, whose returns were otherwise greater or equal, prior to the crisis.


The World Bank and IMF have revised their economic projections and now expect lower growth in 2016, in contrast to their expectation a year back. Factors such as, falling global stock markets, declining commodity prices, the risk of the debt crisis in some developing countries etc. have attributed to slower growth rate projections.

According to Ernst & Young (EY), lower economic growth is expected to pose significant challenges for banks looking forward to grow their profitability for the next couple of years.Though the broader economic growth is expected to be on the lower side only, EY is bullish that banks can generate higher revenues by being slightly more creative, such as by targeting newer and untapped segment of customers, developing unconventional products, and acquiring market shares in developing markets etc.

The spending on information technology by financial services firms have increased by 5.4% in 2015 as compared to the previous year. Consolidation and therefore growing technology adoption is helping financial services entities to increase their spending on information technologies.

According to IDC, financial services’ spending on IT is expected to reach approximately USD 480 Billion in 2016, growing at a CAGR of approximately 4 percent between 2011 and 2016.

As financial services companies are increasing their efficiencies by adopting latest technologies, fintech entrepreneurs continue to disrupt the traditional market with products that differentiate themselves from the traditional financial services firms.

Key challenges for banks are to adopt the technologies they need the most and thereby ensuring measured spending.

Though Big Data, Cloud Computing and On-Demand Services were successful for various banks, according to industry analysts, Internet of Things (IoT), Augmented and Virtual Reality have the potential to become next generation technologies for the banks in the years to come.

Banks are heavily investing in IT and as per IDC estimates, spending approximates more than USD 276 Billion globally. According to Celent, banks’ overall spending on IT across North America, Europe and Asia Pacific reached approximately USD 196 Billion in 2015, 4.6 percent up from 2014.

Spending on IT by North American banks is growing steadily and reached approximately USD 62 Billion in 2015, against USD 59 Billion in 2014. While IT security, analytics and compliance continue to be the major focus, mobile banking is gaining utmost traction, as banks in North America focus to build on existing smartphone and tablet apps.

European banks and financial services companies are increasing their spending on IT, with a major proportion being invested in new technologies. According to Celent reports, European banks’ spending on IT is expected to reach approximately USD 50 Billion in 2017, against USD 46 Billion in 2015. Retail banks are expected to contribute approximately 40 percent of the total IT spent in 2017. The report further states, 21.9 percent of the European banks’ budget will be allocated for IT, against 13.7 percent in 2013 and 15 percent in 2014.

According to a report published by Gatner in June 2016, banking and security spending on IT in the mature APAC regions such as, Australia, New Zealand, Singapore and South Korea, is expected to reach USD 22 Billion in 2016, approximately 0.5 percent up from 2015. Singapore is expected to record highest growth rate with 3.2 percent, followed by New Zealand at 1.3 percent.The projection includes spending on IT services (including personnel), IT services, software, data center technologies, devices and telecom services. Spending on software is expected to grow fastest at 6.3 percent in the coming years, driven by an increase in online investments, mobile, analytics and data solutions.

3. Our Business, Outlook and Strategy DION is a global financial technology company providing

a broad range of solutions that meet generic and specific business needs across broking, wealth, exchange and banking institutions. We are present at all significant global markets with domain and subject matter experts serving the generic, specific and localized needs of financial institutions.

The company has over 550+ clients in more than 88 countries supported by a worldwide staff of over 550, located in 18 offices globally, including 300 staff in product development. These staff numbers provide considerable capacity to provide and support software solution.

The company has an extensive experience in providing business driven cost-effective solutions, spanning across a broad range of technologies and tools using ISO compliant processes, extensive regulatory compliance solutions and state-of-the-art global delivery centres to leading global financial organisations.

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Notwithstanding the tough conditions for the financial services sector, the company achieved notable success worldwide this year with several big projects going live, new and renowned customers being added including Standard Bank and Bank of Cyprus, new products being unleashed and existing core products enhanced, both functionally and technically. Strengthening our relationships with existing customers has been instrumental to our success, and we are hopeful this positive performance will continue.

As a multi domain company, the company now boasts of a broad range of solutions that meet specific business needs across financial markets. We expect significant rise in revenues for our existing suite of products including FATCA TRAC which has achieved remarkable global success by helping financial institutions to comply with complex FATCA regulations. Similarly, TradeCentre, NOVA and FinCase remain well accepted in the market.

With our continued focus on cutting-edge technological innovation, the company remains well placed for next year to ride out tough market conditions and consolidate its position as a reliable partner for the global financial services industry. Our key strategy for the next year will be expanding our existing markets and entering new ones by drawing on our wealth of knowledge and experience in the sector. We will continue to focus on compliance and regulatory needs of our clients by providing distinct software solutions to help them increase revenue, reduce operating costs and gain significant competitive advantage in these challenging times. The company’s focus will remain on encouraging prospects to think in terms of a long-term relationship with us, and bank on our ability to provide IT solutions that solve specific business problems or enable specific opportunities.

We remain committed to build on the work undertaken over recent years in successfully cross-selling and cross-developing solutions into our global client base. We will continue to seek and expand on partnerships in important growth markets around the world.

4. Risk Management The company understands that it operates in an environment

which is challenging and competitive environment hence the company strategies for mitigating inherent risks in accomplishing the growth plans. This involves reviewing operations of the organization, identifying potential threats to the organization and the likelihood of their occurrence, and then taking appropriate actions to address the most likely threats.

a. Economic Environment and Market conditions Our customers are concentrated in the Financial

Industry. Economic slowdowns or factors that affect the economic health of our customers’ countries and the said industries may increase risk to our revenue growth.

Strategically, we seek to continuously expand the customer base to maximize the potential sales volumes and at the same time securing additional volumes from existing customers on the basis of our record of satisfactory performance in our earlier dealings. The efforts to enhance quality of products and upgrading their performance parameters are aimed at deriving optimum value from the existing customer base and targeting a larger customer profile. Historically, the strength of our relationships has resulted in significant recurring revenue from existing customers.

To counter pricing pressures caused by strong competition, the Company has been increasing operational efficiency and continued to take initiatives to move up the quality control scale besides cost reduction and cost control initiatives.

b. Fluctuations in Foreign Exchange While our functional currency is the Indian rupee, we

transact a significant portion of our business in USD/Euro/GBP and other currencies and accordingly face foreign 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 foreign exchange markets.

We manage risk on account of foreign currency fluctuations through limited hedging of specific transactions with our Bankers. Our risk management strategy is to identify risks we are exposed to, evaluate and measure those risks, decide on managing those risks, regular monitoring and reporting to management. The objective of our risk management policy is to minimize risk arising from adverse currency movements by managing the uncertainty and volatility of foreign exchange fluctuations by hedging the risk to achieve greater predictability and stability. Without venturing into the speculative aspects of dealing in currency derivatives, we aim to cover foreseeable fluctuations with limited hedge cover so that moderate arbitrage efficiency is achieved against the existing borrowing rates of interest. Our risk management policies are approved by senior management and include implementing hedging strategies for foreign currency exposures, specification of transaction limits; identification of the personnel involved in executing, monitoring and controlling such transactions.

c. Political Environment The Company has established subsidiary Companies in

multiple countries. Any adverse change in the political environment in that

country would have an impact in growth strategies of the company. However, considering each country basic political philosophy, we are reviewing existing and future investment strategies on a continuous basis.

Risks that are likely to emanate are managed by constant engagement with the Government of the day, reviewing and monitoring the country’s industrial, labour and related policies and involvement in representative industry-bodies.

d. Competition The 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 IT sector.

We believe that we are strongly positioned in our designated market commanding a premium for our product. We continuously evolve our technologies.

e. Revenue Concentration High concentration in any single business segment

exposes the company to the risks inherent in that segment. We have adopted prudent norms based on which we monitor and prevent undesirable concentration in a geography, industry, or customer. The quest for diversified activities within the existing realm of overall management after due consideration of the advantages and disadvantages of each activity is consistent with company policy of increasing business volumes with minimum exposure to undue risks. Concentration of revenue from any particular segment of industry is sought to be minimized over the long term by careful extension into other activities.

f. Inflation and Cost Structure The cost of revenues consists primarily salary costs which

have a very high degree of inflationary certainty.


At organizational level, cost optimization and cost reduction initiatives are implemented and are closely monitored. The Company controls costs through budgetary mechanism and its review against actual performance with the key objective of aligning them to the financial model. The focus on these initiatives has inculcated across the organization the importance of cost reduction and control. It has been a constant endeavour of the company to shift base from high cost centers to low cost centers.

g. Technology Related The company strongly believes that technological

obsolescence is a practical reality. Technological obsolescence is evaluated on a continual basis and the necessary investments are made to bring in the best of the prevailing technology.

Established contacts with leaders in technology, particularly in the areas of the company’s operations, have dividends in our ability to access to newer and evolving processes and their applications. This has led to the company establishing a lead with customers and sharing with them the benefits of such technological advances quicker than the market.

A Committee in the name of “Technology Risk Management Committee” (“Technology RMC”) has been constituted to review the technology exposure of the Company and take necessary steps as deemed beneficial in the interest of the Company including but not limited to framing of any separate policy(ies), if required, to meet the situational requirements.

The Technology RMC will meet as and when required and all the decisions taken by the Technology RMC will be placed before the next meeting of Board of Directors for their noting.

h. Financial Reporting Risks Changing laws, regulations and standards relating

to accounting, corporate governance and public disclosure, Securities and Exchange Board of India (SEBI) rules, and Indian stock market listing regulations are creating uncertainty for companies. These new or changed laws, regulations and standards may lack specificity and are subject to varying interpretations. Their application in practice may evolve over time, as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs of compliance as a result of ongoing revisions to such corporate governance standards.

We are committed to maintaining high standards of corporate governance and public disclosure and our efforts to comply with evolving laws, regulations and standards in this regard would further help us address these issues.

Our preparation of financial statements in conformity with Indian GAAP and in accordance with the Accounting Standards issued by ICAI, requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements and the reported amounts of revenue and expenses during the reporting period. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances including consultation with experts in the field, scrutiny of published data for the particular sector or sphere, comparative study of other available corporate data, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other

sources. These may carry inherent reporting risks. We believe that the accounting policies related to revenue recognition and Accounting for Income taxes are significant.

Risk of Corporate accounting fraud: Accounting fraud or corporate accounting fraud are

business scandals arising out of Misusing or misdirecting of funds, overstating revenues, understating expenses etc.

The Company mitigates this risk by • Understanding the applicable laws and regulations • Conducting risk assessments • Enforcing and monitoring code of conduct for key

executives • Instituting Whistleblower mechanisms • Deploying a strategy and process for implementing

the new controls • Adhering to internal control practices that prevent

collusion and concentration of authority • Employing mechanisms for multiple authorisation of

key transactions with cross checks • Scrutinising of management information data to

pinpoint dissimilarity of comparative figures and ratios

• Creating a favourable atmosphere for internal 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 Officer.

i. Legal Risk Legal risk is the risk in which the Company is exposed to

legal action As the Company is governed by various laws and the

Company has to do its business within four walls of law, where the Company is exposed to legal risk exposure

We have an experienced team of professionals, advisors who focus on evaluating the risks involved in a contract, ascertaining our responsibilities under the applicable law of the contract, restricting our liabilities under the contract, and covering the risks involved so that they can ensure adherence to all contractual commitments.

Management places and encourages its employees to place full reliance on professional guidance and opinion and discuss impact of all laws and regulations to ensure company’s total compliance. Advisories and suggestions from professional agencies and industry bodies, chambers of commerce etc. are carefully studied and acted upon where relevant.

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 the Board

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

international expansion strategy, including risks related to complying with a wide variety of national and local laws, restrictions on the import and export of goods and technologies and multiple and possibly overlapping tax structures.

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

implementation projects. Our Commitment towards total

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Quality Management is to convert the Human Resources of our organisation into a team that promotes continual improvement in quality of products and services.

Considerable focus is given to adherence to CMMi Level 3 compliance and ISO standards.

l. Human Resource Management The company’s Human Resources Development (HRD)

Department will add value to all its Units and associate companies by ensuring that the right person is assigned to the right job and that they grow and contribute towards organisational excellence.

Our growth has been driven by our ability to attract top quality talent and effectively engage them in right jobs.

Risk in matters of human resources are sought to be minimized and contained by following a policy of providing equal opportunity to every employee, inculcate in them a sense of belonging and commitment and also effectively train them in spheres other than their own specialisation. Employees are encouraged to make suggestions on innovations, cost saving procedures, free exchange of other positive ideas relating to manufacturing procedures etc. It is believed that a satisfied and committed employee will give of his best and create an atmosphere that cannot be conducive to risk exposure.

Employee-compensation is always subjected to fair appraisal systems with the participation of the employee and is consistent with job content, peer comparison and individual performance. Packages are inclusive of the proper incentives and take into account welfare measures for the employee and his family.

We seek to provide an environment that rewards entrepreneurial initiative and performance.

5. Internal Controls Dion has aligned its current system of Internal Financial

Control with the requirement of Companies Act 2013. The Internal Control- Integrated Framework (the 2013 framework) is intended to increase transparency and accountability in an organisation’s process of designing and implementing a system of Internal Control. The framework requires a company to identify and analyse risks and manage appropriate responses.

The Company has an Internal Control System commensurate with the size and nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statues, safeguarding assets from unauthorised use,

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