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Dion Global Solutions Ltd.

BSE: 526927 Sector: IT
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OPEN 38.40
CLOSE 39.55
52-Week high 89.95
52-Week low 38.20
Mkt Cap.(Rs cr) 126
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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")presenting their 21st Annual Report on the business and operations of theCompany along with the Audited Standalone and Consolidated Financial Statements for thefinancial year ended March 312016.


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

(Rs. in Crore)




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) (213) (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 6.6 Rs. 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)


During the financial year 2015-16 the Consolidated Revenue of the Company decreasedfrom Rs. 289.63 Crores in FY 201415 to Rs. 230.32 Crores reflecting a decline of around20% on year to year basis. Revenue in FY16 declined primarily due to reducing demand forsome 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 futureproducts.

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


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 312016.Accordingly there has been no transfer to general reserves.


Subsequent to the financial year ended March 31 2016 the following step downsubsidiaries 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; and

5. Indigo (London) Limited.

Except for the above there have been no material changes and commitments affectingthe financial position of the Company which have occurred between the end of thefinancial year 2015-16 and the date of the Report.


Management’s Discussion and Analysis Report for the financial year under reviewas stipulated under Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") is presented ina separate section and forms part of this Report.


The Company continued its quest for excellence in its chosen area of business to emergeas a true brand. Several awards and recognitions continue to endorse the Company’ssubsidiaries as a leader in the industry. The awards and recognitions received during theperiod under review includes the following:

Dion Global Solutions (UK) Limited has been awarded the "BestWealth Management Solution Award" for the fourth consecutive year at the Systemsin the City Awards 2015 held in London.

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

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


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


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.


During the year under review:

1. Dion Global Solutions (Singapore) Pte. Ltd. one of the step down subsidiaries ofthe Company has incorporated its wholly owned subsidiary Dion Latam SA on April 272015; and

2. Dion Latam SA has also incorporated its wholly owned subsidiary Dion Panama SA onApril 27 2015.

Further no Company has ceased to be the Company’s subsidiary and also the Companyhas no joint ventures / associate companies during the year under review.

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 linkhttp://


In terms of Section 129(3) of the Companies Act 2013 (Act) a separatestatement containing the salient features of the financial statement of Company’ssubsidiaries in Form AOC - 1 is attached to the Consolidated Financial Statements of theCompany. The said statement contains a report on the performance and financial position ofeach of the subsidiaries included in the Consolidated Financial Statement and hence is notrepeated here for the sake of brevity.

The Company will provide a copy of separate annual 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 at the registered office of theCompany and that of subsidiary.


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 is published in this Annual Report. TheConsolidated Financial Statements are prepared in terms of the Accounting Standards as perCompanies (Accounting Standard) Rules 2006 and referred to in Sections 129 & 133 ofthe Act.


The particulars of loans guarantees and investments covered under Section 186 of theAct are annexed herewith as Annexure- B and forms part of this Report.


All Related Party Transactions that were entered into during the financial year underreview were in the ordinary course of business and on an arm’s length basis. Therewere few materially significant Related Party Transactions made by the Company with otherrelated parties in the financial year. The details of the transactions with relatedparties are provided in the notes to accompanying standalone 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 is uploaded on theCompany’s website and can be accessed through the link:

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 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- C and forms part of this Report.


The Company has in place an adequate internal financial controls with reference to thefinancial statements and were operating effectively. These have been designed forproviding reasonable assurance with regard to financial statements prepared complyingwith applicable statutes safeguarding assets from unauthorised use executingtransactions with proper authorisation and ensuring compliance of corporate policies. TheCompany has continued its efforts to align all its processes and controls with global bestpractices.


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 systematic approach to mitigate risks associated with accomplishmentof objectives operations revenues and regulations. The Company believes that this wouldensure mitigating steps proactively and help to achieve stated objectives.


During the financial year under review the following are the changes in the Directorsand 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 Non-Executive Independent Director May 11 2015
4 Mr. Hemant Dhingra Non-Executive Non-Independent Director May 11 2015
5 Mr. Pradeep Raniga Non-Executive Non-Independent Director May 11 2015
6 Ms. Nishtha Sareen Whole-time Director - May 11 2015
7 Mr. John Lane Lowrey Non-Executive Non-Independent Director July 19 2015
8 Mr. Daljit Singh Non-Executive Non-Independent Director August 4 2015
9 Mr. Varun Sood Non-Executive Non-Independent Director August 4 2015 November 20 2015
10 Dr. Gaurav Laroia Non-Executive Independent Director August 4 2015
11 Mr. Vikram Sahgal Non-Executive Independent Director August 4 2015
12 Mr. Ravi Umesh Mehrotra Non-Executive Non-Independent Director November 2 2015
13 Mr. Rama Krishna Shetty Non-Executive Independent Director November 20 2015
14 Mr. Amit Sethi Non-Executive Independent Director 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 NadigNair and Dr. Gaurav Laroia as Independent Directors for a term of 5 (Five) years witheffect from the respective date of their appointment as Additional Directors. Further theMembers of the Company at the said AGM has also approved the appointment of Mr. BalinderSingh Dhillon Mr. Daljit Singh and Mr. Varun Sood as Directors of the Company whoseperiod of office shall be liable to determination by retirement by rotation.

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

Subsequent to the financial year ended March 31 2016 Mr. Padam Narain Bahl hasresigned from the office of Director of the Company with effect from August 08 2016. TheBoard of Directors placed on records its deep appreciation for the valuable services andguidance 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 wouldhold 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 theappointment 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 atthe ensuing AGM of the Company.

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

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

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

In terms of the provisions of Section 152 of the Act and the Articles of Association ofthe Company Mr. Maninder Singh Grewal Non-Executive Director is liable to retire byrotation at the ensuing AGM of the Company and being eligible has offered himself forre-appointment. The Committee and the Board of Directors recommends his re-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(1)(b) of theListing Regulations.

Subsequent to the financial year ended March 31 2016 Mr. Ralph James Horne hasresigned 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 May23 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. GopalaSubramanium as Chief Executive

Officer (CEO) and CFO of the Company with effect from May 12 2016 and May 23 2016respectively and also designated them as KMPs of the Company with effect from May 232016.


The Board of Directors of the Company met 7 (seven) times during the financial year2015-16. 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.


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 Audit Committee Nomination andRemuneration Committee (NRC) and Stakeholders Relationship Committee. Following process ofevaluation was followed:

S. No. Process Remarks
1. Individual SelfAssessment 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.


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


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 312016 the applicable accounting standards have been followed along with proper

explanations relating to material departures wherever applicable;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 312016 and of the loss ofthe Company for the year under review;

(c) the directors had taken proper and sufficient care 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 and otherirregularities;

(d) the directors had prepared the annual accounts for the financial year ended March312016 on a ‘going concern’ basis;

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

(f) the directors had devised proper systems to ensure proper compliance withprovisions of all applicable laws and that such systems were adequate and operatingeffectively.


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 of M/s. VAP &Associates Company Secretaries in Practice confirming the compliance to the conditionsof Corporate Governance as stipulated in Clause 49 of the Listing Agreement for the periodApril 1 2015 to November 30 2015 and Regulations 17 to 27 & clauses (b) to (i) ofRegulation 46(2) of the Listing Regulations for the period December 1 2015 to March 312016 is set out in this Annual Report and forms an integral part of this Report.


Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the Rules framed thereunderM/s S.S. Kothari Mehta & Co. (Firm Registration No. 000756N) Chartered Accountantswere appointed as Statutory Auditors of the Company from the conclusion of the 19thAnnual General Meeting (AGM) of the Company till the conclusion of the 21st AGMof the Company to be held in the year 2016 subject to ratification of their appointmentat every AGM.

Accordingly M/s S.S. Kothari Mehta & Co. will retire as Statutory Auditors of theCompany at the conclusion of the ensuing AGM of the Company. It is proposed to re-appointthem 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 theirre-appointment 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 reappointment of M/s S. S Kothari Mehta & Co. as StatutoryAuditors of the Company for a term of 5 (Five) years from the conclusion of theforthcoming AGM till the conclusion of the AGM of the Company to be held in the year 2021subject to ratification of their appointment at every AGM.

The Statutory 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 year 2015-16.

The Secretarial Audit Report of the Company for the financial year ended March 312016 is annexed herewith as Annexure - D to this Report. The said Report does notcontain any qualification reservation or adverse remarks.


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.


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.


The Nomination and Remuneration Committee of the Board of Directors of the Companyinter-alia administers and monitors the Employees’ Stock Option Schemes of theCompany.

Disclosure pursuant to the Securities and Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014 ("SEBI Guidelines") for Dion GlobalEmployees Stock Option Scheme 2011 ("ESOP-2011") for the financial yearended March 312016 is available at and forms part of this Report.

The Members of the Company at their Extra-ordinary General Meeting held on April 122013 had approved Dion Global Employee Stock Option Scheme - 2013 ("EsOS -2013") for the employees of the Company and employees of the Holding Company (ifany) / Subsidiary Companies of the Company. However till date no Stock Options have beengranted under ESOS - 2013.

There is no material change in both the Schemes during the financial year. Thecertificate from Statutory Auditors of the Company confirming that Schemes have beenimplemented in accordance with the SEBI Guidelines would be placed at the forthcomingAnnual General Meeting of the Company for inspection by the Members.


Even though operations of the Company are not energy intensive the management has beenhighly conscious of the importance of conservation of energy and technology absorption atall operational levels and efforts are made in this direction on a continuous basis. TheCompany has taken the following steps:

1) With the consolidation of the majority of its global delivery capability in a singlelocation in Noida in a large open plan office with a high level of energy efficiencywhere delivery teams work in conjunction with support services the monthly consumption ofelectricity has declined.

2) The cloud based services are leveraged for sending emails and routing intra-officecommunication with a view to significantly bring down the telecommunication costs. Over 90per cent of the meetings are now held online via Voice over IP (VoIP) to further trimcosts while maintaining great service. Further the dependency on servers and in-housedata 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 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 Rs 20.72 Crores (Previous Year: Rs24.84 Crores) in Foreign Exchange and incurred expenditure of Rs 1.55 Crores (PreviousYear: Rs1.08 Crores) in Foreign Exchange during the year under review on a standalonebasis.


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 as amended from time to time forms part of this Report. However pursuant toSection 136 of the Act this Report and Financial Statements are being sent to the Membersand others entitled thereto excluding the aforesaid information and the said particularsare available for inspection by the Members at the Registered Office of the Company duringnormal business hours on working days of the Company upto the date of the ensuing AnnualGeneral Meeting. The Members desirous of obtaining such particulars may write to theCompany Secretary at the Registered Office / Corporate Office of the Company in thisregard.

Disclosures of the ratio of the remuneration of each director to the medianemployee’s remuneration and other details as required pursuant to Section 197(12) ofthe Act read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are annexed herewith as Annexure- E and forms part of thisReport.


The Company has in place a mechanism in form of Whistle Blower Policy for Directors andemployees of the Company to report their genuine concerns and to deal with instance ofunethical practices fraud and mismanagement or gross misconduct by the employees of theCompany 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 CorporateGovernance and the Policy has also been uploaded on the website of the Company.


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.


The year 2015 saw several initiatives towards strengthening the human resourcesmanagement aspects relating to employee productivity employee cost talent managementdiversity capability development employee engagement and various other engagingactivities. We have nurtured a culture of diverse thinking leading to an array of ideasand initiatives that resulted in sustained workforce engagement. We have driven ourrelentless focus on investing strategically in creating new growth vectors for futurewhile continuing to drive our core to full potential ensuring excellence and building onour agile and high performance culture.


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.


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

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

For and on behalf of the Board
For Dion Global Solutions Limited
Place : New Delhi Maninder Singh Grewal
Date : August 8 2016 Chairman