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Dion Global Solutions Ltd.

BSE: 526927 Sector: IT
NSE: FORTISFIN ISIN Code: INE991C01034
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VOLUME 1261
52-Week high 85.00
52-Week low 33.00
P/E
Mkt Cap.(Rs cr) 121
Buy Price 37.05
Buy Qty 121.00
Sell Price 37.50
Sell Qty 180.00
OPEN 37.00
CLOSE 36.90
VOLUME 1261
52-Week high 85.00
52-Week low 33.00
P/E
Mkt Cap.(Rs cr) 121
Buy Price 37.05
Buy Qty 121.00
Sell Price 37.50
Sell Qty 180.00

Dion Global Solutions Ltd. (FORTISFIN) - Director Report

Company director report

Dear Members

Dion Global Solutions Limited

The Board of Directors of Dion Global Solutions Limited ("the Company") arepleased to present the 22ndAnnual Report on the business and operations of theCompany along with the Audited Standalone and Consolidated Financial Statements for thefinancial yearended March 312017.

FINANCIAL HIGHLIGHTS

The highlights of the Standalone and Consolidated financial results of the Company forthe Financial Years 2016-17 and 201516 are reflected in the table below:

Particulars

Standalone

Consolidated

2016-17 2015-16 2016-17 2015-16
Revenue from Operations 27.63 34.37 240.69 230.30
Other Operating Income - 0.01 2.26 0.02
Operating Expenses 35.03 37.17 222.07 259.09
EBITDA (7.40) (2.79) 20.88 (28.77)
Depreciation 1.21 1.26 18.88 19.42
Non-Operating Income 16.44 10.75 10.68 26.14
EBIT 7.83 6.69 12.68 (22.04)
Finance Cost 29.39 18.71 47.02 35.47
Net Profit/ (Loss) Before Exceptional Items (21.56) (12.03) (34.34) (57.51)
Exceptional Items 0.30 - 12.45 30.95
Net Profit/ (Loss) Before Tax (21.86) (12.03) (46.79) (88.46)
Tax - - 0.02 0.03
Net Profit/ (Loss) After Tax (21.86) (12.03) (46.81) (88.49)
Minority Interest - - (1.03) (1.81)
Net Profit / (Loss) for the Year (21.86) (12.03) (45.78) (86.68)
Brought Forward Loss (27.43) (15.40) (200.13) (113.45)
Total Accumulated Losses (49.29) (27.43) (245.91) (200.13)
Adjustment arised on dissolution of Subsidiaries (4.04)
Net Brought Forward Loss (49.29) (27.43) (249.95) (200.13)

BUSINESS OVERVIEW

During the financial year 2016-17 the Consolidated Revenue from Operations of theCompany has increased from ' 230.32 Crores in FY 2015-16 to ' 242.95 Crores registering agrowth of approx. 5.5% on a year to year basis. The growth during the year waspredominantly led by good performance in the Wealth Management and Post Trade business.

The Consolidated Earnings before Interest Tax Depreciation and Amortization improvedsignificantly from ' (28.77) Crore in financial year 2015-16 to ' 20.88 Crore during theperiod under review. The Consolidated Net Loss of ' 46.81 Crore during the year underreview as against a Consolidated Net Loss of ' 88.49 Crore in the previous financial yearalso reflects an improvement of around 50%.

The improvement in EBITDA margin is primarily attributable to reorganisation &restructuring exercise undertaken during the year. This has helped us bring the entirebusiness under one umbrella unit allowed us to synergise our capabilities towards a commongoal. With a unified customer centric approach we are now focusing on our customers andtheir needs. At the same time we took the opportunity to address the cost base of thebusiness such that margins can continue to improve as the business scales. We areconfident that these measures provide a solid foundation for the growth of the business.

DIVIDEND AND TRANSFER TO RESERVES

Keeping in view the losses for the year under review the Board of Directors of theCompany has not recommended any dividend for the financial year ended March 312017.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 FINANCIALYEAR 2016-17 AND THE DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year 2016-17 and the date ofthe Report.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the financial year under review asstipulated under Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") is presented in aseparate section and forms part of this Report.

SHARE CAPITAL

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

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return in Form No. MGT 9 is presented in a separate sectionand is annexed herewith as Annexure - A to this Report.

DETAILS OF SUBSIDIARIES / JOINT VENTURES / ASSOCIATES COMPANIES

During the year under review the following step-down subsidiaries of the Company havebeen dissolved:

1. Investmaster Holdings Limited:

2. Consort Information Systems Limited:

3. Consort Securities Systems Limited:

4. Adminsource (UK) Limited: and

5. Indigo (London) Limited.

Further the Company has no joint ventures / associate companies during the year underreview.

The Board of Directors has formulated a Policy for determining Material Subsidiarieswhich has been uploaded on the Company's website and can be accessed through the linkhttD://investors.dionalobal.com/Ddf/policv/Policv for determining MaterialSubsidiaries.pdf

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES. ASSOCIATES AND JOINTVENTURE COMPANIES

In terms of Section 129(3) of the Companies Act 2013 (Act) read with Rule 5 of theCompanies (Accounts) Rules 2014 (as amended) a separate statement containing the salientfeatures of the financial statement of Company's subsidiaries associates and jointventures companies in Form AOC - 1 is attached to the Consolidated Financial Statements ofthe Company. The said statement contains a report on the performance and financialposition of each of the subsidiaries associate and joint ventures companies included inthe Consolidated Financial Statements and hence is not repeated here for the sake ofbrevity.

The Company will provide a copy of separate audited financial statements in respect ofeach of its subsidiaries to any shareholder of the Company who asks for it and the saidfinancial statements will also be kept open for inspection during normal business hours atthe registered office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Regulation 34 of the Listing Regulations and Section 129 of the ActConsolidated Financial Statements of the Company and all its subsidiaries duly audited bythe Statutory Auditors of the Company are provided in this Annual Report. TheConsolidated Financial Statements have been prepared in terms of the Accounting Standardsas per Companies (Accounting Standard) Rules 2006 and referred to in Sections 129 &133 ofthe Act.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of loans guarantees and investments given under Section 186 of the Actand outstanding during the year under review have been disclosed in the notes forming partof the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into with Related Parties during the financial year underreview were in the ordinary course of business and on an arm's length basis. The detailsof the transactions with related parties are provided in the notes to accompanyingstandalone financial statements.

All Related Party Transactions are placed before the Audit Committee for approval asrequired under Regulation 23 of the Listing Regulations. Prior omnibus approval of theAudit Committee is obtained for the transactions which are of a foreseen and repetitivenature. A statement giving details of all related party transactions entered into pursuantto the omnibus approval so granted is placed before the Audit Committee for their reviewon a quarterly basis.

The policy on Related Party Transactions as approved by the Board has been uploadedon the Company's website and can be accessed through the link:httD://investors.dionalobal.com/ PDF/Policv/Related Party Transaction Policv.pdf

None of the Directors has any pecuniary relationship or transaction vis-a-vis theCompany except to the extent of sitting fees paid to them.

Disclosures as required under Section 134(3)(h) of the Act read with Rule 8(2) of theCompanies (Accounts) Rules 2014 are provided in Form AOC-2 annexed herewith as Annexure -B and forms part of this Report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to thefinancial statements and were operating effectively. The controls are adequate to providereasonable assurance regarding timely preparation of reliable financial statements thesafeguarding of assets prevention & detection of fraud and errors the accuracy andcompleteness of accounting records and ensuring compliance of corporate policies.

RISK MANAGEMENT POLICY

The Company has developed and implemented a Risk Management Policy to mitigate thevarious risks that can impact the ability to achieve its strategic objectives.

The Company adopts a systematic approach to mitigate risks associated withaccomplishment of objectives operations revenues and regulations. The Company believesthat this would ensure mitigating steps proactively and help to achieve stated objectives.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review Mr. Padam Narain Bahl NonExecutive Independent Directorand Mr. C. P. Gurnani NonExecutive Nominee Director have resigned from the office ofDirectors of the Company with effect from August 8 2016 and November 11 2016respectively. The Board of Directors placed on record its deep appreciation for thevaluable services and guidance provided by them during their tenure as Directors of theCompany.

Further the Board of Directors had on the recommendation of the Nomination &Remuneration Committee (Committee) appointed Mr. Vivek Satish Agarwal as an AdditionalDirector (in the category of Non-Executive Nominee Director) of the Company on November112016.

The Members of the Company at their 21st Annual General Meeting (AGM) heldon September 23 2016 approved the appointment of Mr. Amit Sethi as an IndependentDirector for a term of 5 (Five) years with effect from the date of his appointment as anAdditional Director. Further the Members of the Company at the said AGM has also approvedthe appointment of Mr. Ravi Umesh Mehrotra as a Director of the Company whose period ofoffice shall be liable to determination by retirement of Directors by rotation.

Subsequent to the financial year ended March 31 2017 Mr. Ravi Umesh MehrotraNon-Executive Non-Independent Director and Dr. Gaurav Laroia Non-Executive IndependentDirector have resigned from the office of Directors of the Company with effect from April12 2017. The Board of Directors placed on records its deep appreciation for the valuableservices and guidance provided by them during their tenure as Directors of the Company.

In terms of Section 161 of the Act Mr. Vivek Satish Agarwal would hold office upto thedate of the ensuing AGM of the Company.

The Company has received a notice in writing from a Member along with the deposit ofrequisite amount proposing Mr. Vivek Satish Agarwal for appointment as a Director of theCompany. The Committee and the Board of Directors recommends his appointment.

In terms of the provisions of Section 152 of the Act and the Articles of Association ofthe Company Mr. Balinder Singh Dhillon Non-Executive Non-Independent Director is liableto retire by rotation at the ensuing AGM of the Company and being eligible has offeredhimself for re-appointment. The Committee and the Board of Directors recommends hisre-appointment.

Brief resume of the Directors seeking appointment and reappointment along with otherdetails as stipulated under Regulation 36 of the Listing Regulations are provided in theNotice for convening the AGM of the Company.

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

During the year under review Mr. Ralph James Horne has resigned from the office ofManaging Director & Key Managerial Personnel (KMP) and Mr. Ajay Milhotra has resignedfrom the office of Chief Financial Officer (CFO) with effect from May 12 2016 and May 232016 respectively. However Mr. Ralph continue as a Director of the Company.

Further the Board has appointed Mr. Michel Borst and Mr. Gopala Subramanium as ChiefExecutive Officer (CEO) and CFO of the Company with effect from May 12 2016 and May 232016 respectively and also designated them as KMPs of the Company with effect from May 232016.

BOARD / COMMITTEE COMPOSITION AND MEETINGS

The Board of Directors of the Company met 6 (Six) times during the financial year2016-17. The details of composition of Board and Committees and their meetings held duringthe year under review are provided in the Report on Corporate Governance which forms partof this Report. The intervening gap between two meetings of the Board was within theperiod 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 hascarried out performance evaluation of its own performance the Directors individuallyChairman as well as the evaluation of the working of its Committees: Audit CommitteeNomination and Remuneration Committee (NRC) and Stakeholders Relationship Committee.

The following process of evaluation was followed:

S. No. Process Remarks Criteria for Evaluation (including Independent Directors)
1. Individual SelfAssessment Self-evaluation forms were shared and completed by the Directors and submitted to the Chairperson of the NRC. This includes Members Selection and Induction Process Knowledge Skills Diligence Participation Leadership Skills and Personnel Attributes.
2. One to One discussion Process Coordinators as recommended by NRC were authorized to interact with each Board member to assess performance invite direct feedback and seek inputs to identify opportunities forimprovement. This includes Board focus (Strategic inputs) Board Meeting Management Board Effectiveness Management Engagement and addressing of follow up requests.
3. Evaluation by the Board NRC and Independent Directors A compilation of the individual self-assessments and one to one discussions were placed at the meeting of the NRC and Board of Directors held on- February 2 2017and the meeting of the Independent Director's held on March 14 2017 for them to review collectively and include as additional feedback to the formal process completed in the meetings. This includes demonstration of integrity commitment attendance at the meetings contribution and participation professionalism contribution while developing Annual Operating Plans demonstration of roles and responsibilities review of high risk issues & grievance redressal mechanism succession planning working of Board Committees etc.
4. Final recording and reporting Based on the above a final report on Board Evaluation 2016-17 was collated presented and tabled at a meeting of the Board of Directors held on May 25 2017. The report also noted opportunities forimprovement. NA

SEBI has vide its circular dated January 5 2017 issued a Guidance Note on BoardEvaluation. The Management made a gap analysis of the Company's Board Evaluation processvisa-vis the issued Guidance Note which was discussed in detail with the Board Members.The process was found largely inline with the Guidance Note however the scope forfurther improvement was also identified and it was decided that the gaps wherevernecessary will be implemented in the Board Evaluation to be conducted during the FY2017-18.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration including criteria for determining qualifications positive attributesindependence of a Director etc. Details of the Remuneration Policy are provided in theReport 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 asprovided to the Board by the management confirm that:

(a) in the preparation of the annual accounts for the financial year ended March 312017 the applicable accounting standards have been followed along with properexplanations relating to material departures wherever applicable:

(b) they had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2017 and of the loss of theCompany for the year under review:

(c) proper and sufficient care had been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud andotherirregularities:

(d) the annual accounts for the financial year ended March 312017 had been prepared ona ‘going concern' basis:

(e) they had laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and were operating effectively: and

(f) they had devised proper systems to ensure proper compliance with provisions of allapplicable 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 Governanceand adhere to the requirements set out by the Listing Regulations.

A detailed Report on Corporate Governance along with the Certificate issued by M/s. VAP& Associates Company Secretaries confirming the compliance with the conditions ofCorporate Governance as stipulated in the Listing Regulations for the financial yearended March 31 2017 is set out in this Annual Report and forms an integral part of thisReport.

AUDITORS Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the Rules framed thereunderM/s S.S. Kothari Mehta & Co. Chartered Accountants (Firm Registration No. 000756N)were appointed as Statutory Auditors of the Company from the conclusion of the 21sAnnualGeneral Meeting (AGM) of the Company held on September 23 2016 until the conclusion ofthe AGM of the Company to be held in the year 2021 subject to ratification of theirappointment by the Members at every AGM.

The Company has received a written confirmation from them to the effect that theirratification if made would be within the limits specified under the Act and that theyare not disqualified from being re-appointment as Auditors of the Company.

Based on the recommendations of the Audit Committee the Board of Directors of theCompany recommends the ratification of appointment of M/s S. S Kothari Mehta & Co. asStatutory Auditors of the Company from the conclusion of the forthcoming AGM till theconclusion of the 23rdAGM of the Company to be held in the year2018.

TheStatutory Auditors' Report does not contain any qualification reservation oradverse remarks.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 M/s MZ & Associates has conductedthe Secretarial Audit of the Company for the financial year2016-17.

The Secretarial Audit Report of the Company for the financial year ended March 312017 is annexed herewith as Annexure - C to this Report. The said Report does not containany qualification reservation oradverse remarks.

PUBLIC DEPOSITS

During the year under review the Company has neither invited nor accepted any depositsfrom 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 wasoutstanding 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 2017-18 has been paid tothe BSE.

EMPLOYEE STOCK OPTION SCHEME

The Nomination and Remuneration Committee of the Board of Directors of the Companyinter-alia administers and monitors the Employees' Stock Option Schemes (ESOP Schemes) ofthe Company in accordance with the Securities and Exchange Board of India (Share BasedEmployee Benefits) Regulations 2014 ("SEBI Guidelines").

As per Regulation 14 of the SEBI Guidelines disclosure of the ESOP Schemes of theCompany have been uploaded on the website of the Company which can be accessed through thelink http://investors.dionalobal.com/ESOP-Disclosures.aspx and forms part of this Report.

During the year under review there were no material changes in the ESOP Schemes of theCompany and the ESOP Schemes are in compliance with the SEBI Guidelines. The certificatefrom Statutory Auditors of the Company confirming that the Schemes have been implementedin accordance with the SEBI Guidelines would be placed at the forthcoming Annual GeneralMeeting 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 as an on-going processthe management has been highly conscious of the importance to conserve energy andenvironment at all operational levels and efforts are made in this direction on acontinuous basis. The Company continued to take the steps for power savings througheffective operational controls and close monitoring of utilization.

With respect to technology absorption the use of cloud based services hassignificantly reduced the telecommunication costs. Further the dependency on servers andin-house data centers has also been reduced by effectively implementing the cloud leadingto improved productivity and reduced spending on infrastructure & IT.

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

The Company has continued to maintain focus on and avail of export opportunities basedon economic considerations. The Company has earned ' 20.14 Crores (Previous Year: ' 23.03Crores) in Foreign Exchange and incurred expenditure of ' 1.05 Crores (Previous Year: '1.55 Crores) in Foreign Exchange during the year under review on a standalone basis.

PARTICULARS OF EMPLOYEESAND RELATED DISCLOSURES

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

Disclosures of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Section 197(12) of the Act readwith Rule 5(1) of the Rules are annexed herewith as Annexure- D and forms part of thisReport.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has in place a mechanism in form of Whistle Blower Policy (Policy) forDirectors and employees of the Company to report their genuine concerns and to deal withinstance of unethical practices fraud and mismanagement or gross misconduct by theemployees of the Company if any that can lead to financial loss or reputational risk tothe organization.

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

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company is committed to provide a healthy environment to all employees and thusdoes not tolerate any discrimination and/or harassment in any form. The Company has inplace an Anti-Harassment and Grievance Redressal Policy. All employees (permanentcontractual temporary trainees) are covered under the said Policy. No case has beenreported during the year under review.

HUMAN RESOURCES

The yearof 2016-17 was a yearof re-organisation and restructuring foryour Company. Withso many changes to be effected in such a short span of time it was required to be managedwith a lot of sensitivity and care. HR with the help of the new management team were ableto successfully implement the changes and more importantly keep the insecurity out fromthe minds of the retained team.

In this process of re-organisation one of the very critical motive was to bring theentire business under one umbrella unit which would allow us to synergise ourcapabilities.This move demanded standardization & restructuring of processes across thegeographies. The human resource function implemented a lot of streamlined processes andpolicies to achieve this. The function is also working on several initiatives towardsstrengthening of the human resources management aspects relating to employee productivityemployee cost talent management employee engagement and various other engagingactivities.

We have continued to nurture a culture of diverse thinking leading to an array ofideas and initiatives that resulted in sustained workforce engagement. We have driven ourrelentless focus on investing strategically in creating new growth opportunities for thefuture while continuing to drive our core to full potential ensuring excellence andbuilding 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 wouldimpact the going concern status of the Company and its operations in future.

ACKNOWLEDGEMENTS

Your Directors gratefully acknowledge the co-operation and support received from theBankers Regulatory Bodies Stakeholders and other business associates during the year andlook forward to their continued support in future.

Your Directors would like to place on record their appreciation for the hard worksolidarity co-operation and contribution made by employees towards the growth of theCompany.

For and on behalf of the Board
For Dion Global Solutions Limited
Sd/-
Place : Gurugram Haryana Maninder Singh Grewal
Date : August 24 2017 Chairman

ANNEXURE-B

Form AOC-2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act 2013and Rule 8(2) of the Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts / arrangements entered into by thecompany with related parties referred to in subsection (1) of Section 188 of the CompaniesAct 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 thefinancial year ended March 31 2017 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 duringthe financial year ended March 312017 which are on arm's length basis:

Name(s) of the related party and nature of relationship RHC Holding Private Limited Related Party to the Company as per the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 and the applicable Accounting Standard.
Nature of contracts / arrangements / transactions Availing of advances /loans corporate guarantee and security.
Duration of the contracts / arrangements / transactions FY 2016-17
Salient terms of the contracts or arrangements or transactions including the value if any Loan up to ' 500 Crores repayable on demand at the rate of interest of 14.5% p.a.
Date(s) of approval by the Board if any May 25 2017(ReferNote 1)
Amount paid as advances if any Not Applicable

Note 1: The Audit Committee and the Shareholders of the Company on February 7 2017 andJuly 24 2017 has approved the increase in limit from ' 100 Crores per annum to ' 500Crores per annum for every financial year for entering into related party transaction withRHC Holding Private Limited in the nature of availing loans / advances corporateguarantee & security for business requirements of the Company.

For and on behalf of the Board
For Dion Global SolutionsLimited
Sd/-
Place : Gurugram Haryana Maninder Singh Grewal
Date : August 24 2017 Chairman

ANNEXURE -D

Disclosures as required under Section 197(12) of the Companies Act. 2013 read with Rule5(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 No Director of the Company has drawn any remuneration during the financial year 201617 except the sitting fees paid to them. Hence the ratio of the remuneration of each director to the median remuneration of the employees of the Company is not available.
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 2016-17
Mr. Ralph James Horne Global CEO & MD Not Applicable *
Mr. Michel Borst Chief Executive Officer Not Applicable"
Mr. Ajay Milhotra Chief Financial Officer Not Applicable A
Mr. Gopala Subramanium Chief Financial Officer Not ApplicableAA
Mr. Tarun Rastogi Company Secretary 12%
c) The percentage increase in the median remuneration of employees in the financial year 10%
d) The number of permanent employees on the rolls of Company 249 as at March312017
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 9.34 %. No Director of the Company has drawn any remuneration during the financial year 201617 except the sitting fees paid to them. 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 of the Company.

‘ Mr. Ralph James Horne re-appointed as Global CEO and Managing Director of theCompany with effect from October 152013 at Nil remuneration fora period of three years.However he resigned as Managing Directorwith effect from May 12 2016 but continue as aDirector.

" Mr. Michel Borst was appointed as Chief Executive Officer of the Company witheffect from May 12 2016 and is not drawing any remuneration from the Company.Accordingly there has been noincreasein remuneration during the financial year.

A Mr. Ajay Milhotra has resigned from the office of Chief Financial Officerof the Company with effect from May 23 2016. Accordinglyjhere has been noincreaseinremuneration during the financial year.

AA Mr. Gopala Subramanium was appointed as Chief Financial Officer of theCompany with effect from May 23 2016. Accordingly there has been noincreaseinremuneration during the financial year.