MIRA INFORM REPORT
|
Report No. : |
327377 |
|
Report Date : |
19.06.2015 |
IDENTIFICATION DETAILS
|
Name : |
DION GLOBAL SOLUTIONS LIMITED |
|
|
|
|
Registered
Office : |
D3, P3 B, District Centre, Saket, New Delhi – 110017 |
|
Tel. No.: |
91-11-391125000 / 51 / 52 |
|
|
|
|
Country : |
India |
|
|
|
|
Financials (as
on) : |
31.03.2015 |
|
|
|
|
Date of
Incorporation : |
23.03.1994 |
|
|
|
|
Com. Reg. No.: |
55-058032 |
|
|
|
|
Capital
Investment / Paid-up Capital : |
Rs.422.274 Million |
|
|
|
|
CIN No.: [Company Identification
No.] |
L74899DL1994PLC058032 |
|
|
|
|
TAN No.: [Tax Deduction &
Collection Account No.] |
Not Available |
|
|
|
|
PAN No.: [Permanent Account No.] |
Not Available |
|
|
|
|
Legal Form : |
A Public Limited Liability Company. The Company’s Shares are Listed on
the Stock Exchanges. |
|
|
|
|
Line of Business
: |
Sale of software products and providing information technology related
services. |
|
|
|
|
No. of Employees
: |
300 (Approximately) |
RATING & COMMENTS
|
MIRA’s Rating : |
Ba (51) |
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
|
Maximum Credit Limit : |
USD 7000000 |
|
|
|
|
Status : |
Satisfactory |
|
|
|
|
Payment Behaviour : |
Usually correct |
|
|
|
|
Litigation : |
Clear |
|
|
|
|
Comments : |
Subject is a well-established company having satisfactory track
record. It was incorporated in 1994. Subject is a global financial technology
company; provide a broad range of solutions that meet specific business needs
across the financial markets. Subject has recorded the loss of Rs. 123.304 Million during FY 2015. However rating takes into consideration strong liquidity position of
the company marked by healthy net worth and reported cash balance. Rating also takes into consideration, favorable gap between
receivables and payables of the company. Trade relations are fair. Business is active. Payment terms are
reported to be usually correct. In the view of extensive experience of promoters, the subject can be
considered for business dealings at usual trade terms and conditions. |
NOTES :
Any query related to this report can be made
on e-mail : infodept@mirainform.com
while quoting report number, name and date.
ECGC Country Risk Classification List – March 31, 2015
|
Country Name |
Previous Rating (31.12.2014) |
Current Rating (31.03.2015) |
|
India |
A1 |
A1 |
|
Risk Category |
ECGC
Classification |
|
Insignificant |
A1 |
|
Low |
A2 |
|
Moderate |
B1 |
|
High |
B2 |
|
Very High |
C1 |
|
Restricted |
C2 |
|
Off-credit |
D |
EXTERNAL AGENCY RATING
|
Rating Agency Name |
Not Available |
|
Rating |
Not Available |
|
Rating Explanation |
Not Available |
|
Date |
Not Available |
RBI DEFAULTERS’ LIST STATUS
Subject’s name is not enlisted as a defaulter
in the publicly available RBI Defaulters’ list.
EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS
Subject’s name is not enlisted as a defaulter
in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of
31-03-2013.
INFORMATION PARTED BY
|
Name : |
Mr. Vineet |
|
Designation : |
Finance Controller |
|
Contact No.: |
91-9650896953 |
|
Date : |
16.06.2015 |
LOCATIONS
|
Registered Office : |
D3, p3 b, District Centre, Saket, New Delhi – 110017, India |
|
Tel. No.: |
91-11-391125000 / 51 / 52 |
|
Mobile No.: |
91-9650896953 (Mr. Vineet) |
|
Fax No.: |
91-11-39126505 |
|
E-Mail : |
|
|
Website : |
|
|
Location : |
Rented |
DIRECTORS
As on : 31.03.2014
|
Name : |
Maninder Singh Grewal |
|
Designation : |
Executive Chairman |
|
|
|
|
Name : |
Mr. Ralph Jame Horne |
|
Designation : |
Global Chief Executive Office and Managing Director |
|
|
|
|
Name : |
Mr. C.P Gurnani |
|
Designation : |
Non-Executive Director |
|
|
|
|
Name : |
Mr. Padam Narian Bahl |
|
Designation : |
Independent Director |
|
|
|
|
Name : |
Mr. Rama Krishna Shetty |
|
Designation : |
Independent Director |
|
|
|
|
Name : |
Mr. Shachindra Nath |
|
Designation : |
Non-Executive Director |
|
|
|
|
Name : |
Mr. Hemant Ddingra |
|
Designation : |
Non-Executive Director |
|
|
|
|
Name : |
Mr. Pradeep Ratilal Raniga |
|
Designation : |
Non-Executive Director |
|
|
|
|
Name : |
Mr. Vikram Sahgal |
|
Designation : |
Independent Director |
KEY EXECUTIVES
|
Name : |
Mr. Vineet |
|
Designation : |
Finance Controller |
|
|
|
|
Name : |
Mr. Tarun Rastogi |
|
Designation : |
Company Secretary |
MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
As on 31.03.2015
|
Category of
Shareholders |
No. of Shares |
Total Shareholding as a % of Total No. of Shares |
|
(A) Shareholding of Promoter and Promoter Group |
||
|
|
|
|
|
|
537660 |
1.67 |
|
|
12987358 |
40.30 |
|
|
4111842 |
12.76 |
|
|
4111842 |
12.76 |
|
|
17636860 |
54.73 |
|
|
|
|
|
Total shareholding of Promoter and Promoter Group (A) |
17636860 |
54.73 |
|
(B) Public Shareholding |
||
|
|
|
|
|
|
1478500 |
4.59 |
|
|
1478500 |
4.59 |
|
|
|
|
|
|
9845033 |
30.55 |
|
|
|
|
|
|
1853943 |
5.75 |
|
|
792919 |
2.46 |
|
|
620151 |
1.92 |
|
|
208365 |
0.65 |
|
|
317661 |
0.99 |
|
|
94125 |
0.29 |
|
|
13112046 |
40.69 |
|
Total Public shareholding (B) |
14590546 |
45.27 |
|
Total (A)+(B) |
32227406 |
100.00 |
|
(C) Shares held by Custodians and against which Depository
Receipts have been issued |
0 |
0.00 |
|
|
0 |
0.00 |
|
|
0 |
0.00 |
|
|
0 |
0.00 |
|
Total (A)+(B)+(C) |
32227406 |
100.00 |
BUSINESS DETAILS
|
Line of Business : |
Sale of software products and providing information technology related
services. |
|
|
|
|
Products : |
Not Divulged |
|
|
|
|
Brand Names : |
Not Divulged |
|
|
|
|
Agencies Held : |
Not Divulged |
|
|
|
|
Exports : |
Not Divulged |
|
|
|
|
Imports : |
Not Divulged |
|
|
|
|
Terms : |
Not Divulged |
PRODUCTION STATUS NOT AVAILABLE
GENERAL INFORMATION
|
Suppliers : |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Customers : |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
No. of Employees : |
300 (Approximately) |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Bankers : |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Facilities : |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Auditors : |
|
|
Name : |
S.S. Kothari Mehta and Company Chartered Accountants |
|
Address : |
146-149, Tribhuvan Complex, Ishwar Nagar, Mathura Road, New Delhi –
110065, India |
|
|
|
|
Memberships : |
Not Available |
|
|
|
|
Collaborators : |
Not Available |
|
|
|
|
Subsidiaries Companies : |
|
|
|
|
|
Step Down Subsidiaries : |
|
|
|
|
|
Associate Companies : (As on 31.03.2015) |
|
|
|
|
|
Enterprises over which any person described in able to exercise
significant Influence with whom transactions have taken place : (As on 31.03.2015) |
|
CAPITAL STRUCTURE
As on 31.03.2015
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
70000000 |
Equity Shares |
Rs.10/- each |
Rs.700.000 Million |
|
15000000 |
Preference Shares |
Rs.10/- each |
Rs.150.000 Million |
|
|
Total |
|
Rs.850.000
Million |
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
32227406 |
Equity Shares |
Rs.10/- each |
Rs.322.274
Million |
|
10000000 |
Preference Shares |
Rs.10/- each |
Rs.100.000 Million |
|
|
Total |
|
Rs.422.274
Million |
The rights, preferences
and restrictions attaching to each class of shares including restrictions on
the distribution of dividends and the repayment of capital as under:
The Company has only one class of equity shares having a par value of
Rs. 10 per share. Each shareholder is entitled to one vote per share. The
Company declares and pays dividend in Indian Rupee. The dividend proposed by
the Board of the Directors is subject to the approval of the shareholders in
the ensuing Annual General Meeting. During the year ended 31 March 2015 the
amount per share recognized as distribution to equity holders was Rs. Nil (31
March 2014 Rs. Nil). The total dividend appropriation for the year ended 31
March 2015 amounts to Rs. Nil (31 March 2014 Rs. Nil) including Corporate Dividend
Tax of Rs. Nil (31 March 2014 Rs. Nil). In the event of the liquidation of the
company, the holder of the equity shares will be entitled to receive any of the
remaining assets of the Company, after distribution of all preferential
amounts. The distribution will be in proportion of the number of the equity
shares held by the equity shareholders.
On 28 September 2011, the Company has allotted 1,00,00,000 fully paid up
Non-Convertible Cumulative Redeemable Preference Shares (“Preference Shares”)
of Rs. 10 each at a premium of Rs. 190 per share aggregating Rs. 200.000
Million. The entire Preference Shares shall be redeemed, in one or more
tranches, at any time within 20 years from the date of allotment at the amount
equivalent to the sale proceeds of the Shares held in Dion Global Investment
Shares Trust, subject to compliance with provisions of applicable enactments.
The Preference Shares shall carry right to receive dividend not exceeding 1%
p.a. on the face value of the shares subject to applicable provisions of the
Income-tax Act, 1961. In the event of winding up, holders of preference shares
shall be entitled to preferential right of redemption of the amount paid up and
accumulated dividend thereon. The accumulated dividend on Preference Shares
till March 31, 2015 Rs. 3506849 (March
31, 2014 is Rs. 25,06,849.)
The following hold
more than 5% shares
|
Name of
Shareholder |
As at 31 March 2015 |
|
|
|
No. of Shares
Held |
% of Shares |
|
|
|
|
Dion Global Investment Shares Trust |
4111842 |
12.76 |
|
RHC Holding Private Limited |
7659008 |
23.77 |
|
Logos Holding Company Private Limited |
1977618 |
6.14 |
|
Tech Mahindra Limited |
5147058 |
15.97 |
|
Oscar Investments Limited |
2236596 |
6.94 |
|
|
|
|
IL and FS Trust Company Limited |
Nil |
Nil |
|
Oscar Investment Limited |
10000000 |
100.00% |
* Consequent to the merger of Satyam Computers Services Limited (“Satyam”) into Tech Mahindra Limited, the name of Satyam stands substituted with Tech Mahindra Limited.
2.4 The particulars
of shares reserved for issue under options are as under:
The Shareholders of the Company had approved the Dion Global Employee Stock Option Scheme – 2011 (“Scheme”) on March 18, 2011.
Details of Stock Options granted under the Scheme are as under:
|
Grant Date |
Number of Stock Options granted |
Exercise Price |
Method of Option Valuation |
Estimated Fair Value |
Vesting Period |
|
March 23, 2011 |
2,315,291 |
Rs. 45 |
Black Sholes Option Pricing Method |
Rs. 20.64 Rs. 22.47 Rs. 24.03 |
33% on expiry of 12 Months from Grant Date 33% on expiry of 24 Months from Grant Date 34% on expiry of 36 Months from Grant Date |
|
July 15, 2011 |
21,51,539 |
Rs. 46 |
Black Sholes Option Pricing Method |
Rs. 20.68 Rs. 22.48 Rs. 24.42 |
33% on expiry of 12 Months from Grant Date 33% on expiry of 24 Months from Grant Date 34% on expiry of 36 Months from Grant Date |
Particulars of options
granted and lapsed under the scheme are as below:
Options Outstanding as at the start of the year 139,281
Options granted during the year – --
Options exercised during the year --
Options cancelled during the year – --
Options outstanding as at the year end 139,281
Employee Share-Based Cost is accounted for by the Company based on intrinsic value method and since on both the grant dates the market price is lower than exercise price hence no cost have been recognized by the Company.
Loss of the company would have been higher by Rs. 2,908,397 (Previous year Rs. 2,908,397) if accounting was done based on fair value of stock option instead of intrinsic value of stock option.
There is no impact on earning per share due to intrinsic value method as Company has incurred a loss during the year (Refer note 30).
2.5 Other
Disclosures:
Out of above fully paid up equity shares of Rs. 10/- each, 4,111,842 equity shares were issued to Dion Global Investment Shares Trust (sole beneficiary of which is Dion Global Solutions Limited - Refer Interest in Beneficiary Trust in Note 14). The Equity Shares were issued to the Trust, without any payment being made, pursuant to a Scheme of Arrangement as sanctioned by the Hon'ble High Court of Delhi vide its order dated 28 July 2010.
FINANCIAL DATA
[all figures are
in Rupees Million]
ABRIDGED
BALANCE SHEET
|
SOURCES
OF FUNDS |
31.03.2015 |
31.03.2014 |
31.03.2013 |
|
|
|
|
|
|
I.
EQUITY AND LIABILITIES |
|
|
|
|
(1)Shareholders' Funds |
|
|
|
|
(a) Share Capital |
422.274 |
422.274 |
422.274 |
|
(b) Reserves & Surplus |
2038.238 |
2163.723 |
2178.347 |
|
(c) Money received against
share warrants |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
(2) Share Application money
pending allotment |
0.000 |
0.000 |
0.000 |
|
Total
Shareholders’ Funds (1) + (2) |
2460.512 |
2585.997 |
2600.621 |
|
|
|
|
|
|
(3) Non-Current Liabilities |
|
|
|
|
(a) long-term borrowings |
458.333 |
875.000 |
1000.000 |
|
(b) Deferred tax liabilities
(Net) |
0.000 |
0.000 |
0.000 |
|
(c) Other long term
liabilities |
0.882 |
0.863 |
1.801 |
|
(d) long-term provisions |
16.613 |
14.080 |
11.676 |
|
Total
Non-current Liabilities (3) |
475.828 |
889.943 |
1013.477 |
|
|
|
|
|
|
(4) Current Liabilities |
|
|
|
|
(a) Short term borrowings |
570.559 |
50.000 |
351.625 |
|
(b) Trade payables |
1.012 |
0.200 |
0.256 |
|
(c) Other current liabilities |
469.347 |
410.914 |
58.429 |
|
(d) Short-term provisions |
2.356 |
2.017 |
1.633 |
|
Total
Current Liabilities (4) |
1043.274 |
463.131 |
411.943 |
|
|
|
|
|
|
TOTAL |
3979.614 |
3939.071 |
4026.041 |
|
|
|
|
|
|
II.
ASSETS |
|
|
|
|
(1) Non-current assets |
|
|
|
|
(a) Fixed Assets |
|
|
|
|
(i) Tangible assets |
15.537 |
17.203 |
21.140 |
|
(ii) Intangible Assets |
16.235 |
21.490 |
26.338 |
|
(iii) Capital work-in-progress |
0.000 |
0.000 |
0.000 |
|
(iv) Intangible assets under
development |
7.895 |
3.632 |
5.220 |
|
(b) Non-current Investments |
2512.727 |
2349.293 |
2283.119 |
|
(c) Deferred tax assets (net) |
0.000 |
0.000 |
0.000 |
|
(d) Long-term Loan and Advances |
162.548 |
200.571 |
171.556 |
|
(e) Other Non-current assets |
37.763 |
37.671 |
37.671 |
|
Total
Non-Current Assets |
2752.705 |
2629.860 |
2545.044 |
|
|
|
|
|
|
(2) Current assets |
|
|
|
|
(a) Current investments |
0.000 |
15.000 |
0.000 |
|
(b) Inventories |
0.000 |
0.000 |
0.000 |
|
(c) Trade receivables |
82.613 |
236.376 |
219.098 |
|
(d) Cash and cash equivalents |
260.190 |
351.709 |
1136.304 |
|
(e) Short-term loans and
advances |
878.922 |
700.223 |
108.425 |
|
(f) Other current assets |
5.184 |
5.903 |
17.170 |
|
Total
Current Assets |
1226.909 |
1309.211 |
1480.997 |
|
|
|
|
|
|
TOTAL |
3979.614 |
3939.071 |
4026.041 |
PROFIT
& LOSS ACCOUNT
|
|
PARTICULARS |
31.03.2015 |
31.03.2014 |
31.03.2013 |
|
|
SALES |
|
|
|
|
|
Income |
351.549 |
402.949 |
342.368 |
|
|
Other Income |
143.107 |
180.421 |
178.962 |
|
|
TOTAL
(A) |
494.656 |
583.370 |
521.330 |
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
Employees benefits expense |
279.639 |
262.199 |
255.687 |
|
|
Exceptional items |
0.000 |
0.000 |
25.336 |
|
|
Other expenses |
119.121 |
94.329 |
95.512 |
|
|
TOTAL
(B) |
398.760 |
356.528 |
376.535 |
|
|
|
|
|
|
|
PROFIT/
(LOSS) BEFORE INTEREST, TAX,
DEPRECIATION AND AMORTISATION (C) |
95.896 |
226.842 |
144.795 |
|
|
|
|
|
|
|
|
Less |
FINANCIAL
EXPENSES (D) |
204.593 |
222.356 |
138.782 |
|
|
|
|
|
|
|
|
PROFIT
/ (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E) |
(108.697) |
4.486 |
6.013 |
|
|
|
|
|
|
|
Less/
Add |
DEPRECIATION/
AMORTISATION (F) |
14.607 |
19.111 |
19.956 |
|
|
|
|
|
|
|
|
PROFIT/ (LOSS)
BEFORE TAX (E-F) (G) |
(123.304) |
(14.625) |
(13.943) |
|
|
|
|
|
|
|
Less |
TAX (H) |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
PROFIT/ (LOSS)
AFTER TAX (G-H) (I) |
(123.304) |
(14.625) |
(13.943) |
|
|
|
|
|
|
|
|
Earnings
/ (Loss) Per Share (Rs.) |
(3.86) |
(0.49) |
(0.47) |
CURRENT MATURITIES OF LONG TERM DEBT DETAILS
|
Particulars |
31.03.2015 |
31.03.2014 |
31.03.2013 |
|
Current Maturities of Long term debt |
416.667 |
375.000 |
0.000 |
|
Cash generated from operations |
|
|
|
KEY
RATIOS
|
PARTICULARS |
|
31.03.2015 |
31.03.2014 |
31.03.2013 |
|
Net Profit Margin (PAT / Sales) |
(%) |
(35.07) |
(3.63) |
(4.07) |
|
|
|
|
|
|
|
Operating Profit Margin (PBIDT/Sales) |
(%) |
27.28 |
56.30 |
42.29 |
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
(8.45) |
(0.92) |
(0.80) |
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
(0.05) |
(0.01) |
(0.01) |
|
|
|
|
|
|
|
Debt Equity Ratio (Total Debt /Networth) |
|
0.59 |
0.50 |
0.52 |
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
1.18 |
2.83 |
3.60 |
STOCK
PRICES
|
Face Value |
Rs.10.00 |
|
Market Value |
Rs.108.60 |
FINANCIAL ANALYSIS
[all figures are in
Rupees Million]
DEBT EQUITY RATIO
|
Particular |
31.03.2013 |
31.03.2014 |
31.03.2015 |
|
|
(Rs.
In Million) |
(Rs.
In Million) |
(Rs.
In Million) |
|
Share Capital |
422.274 |
422.274 |
422.274 |
|
Reserves & Surplus |
2178.347 |
2163.723 |
2038.238 |
|
Net
worth |
2600.621 |
2585.997 |
2460.512 |
|
|
|
|
|
|
long-term borrowings |
1000.000 |
875.000 |
458.333 |
|
Short term borrowings |
351.625 |
50.000 |
570.559 |
|
Current Maturities of
Long-Term Debts |
0.000 |
375.000 |
416.667 |
|
Total
borrowings |
1351.625 |
1300.000 |
1445.559 |
|
Debt/Equity
ratio |
0.520 |
0.503 |
0.588 |
YEAR-ON-YEAR GROWTH
|
Year
on Year Growth |
31.03.2013 |
31.03.2014 |
31.03.2015 |
|
|
(Rs.
In Million) |
(Rs.
In Million) |
(Rs.
In Million) |
|
Sales |
342.368 |
402.949 |
351.549 |
|
|
|
17.695 |
(12.756) |
NET PROFIT MARGIN
|
Net
Profit Margin |
31.03.2013 |
31.03.2014 |
31.03.2015 |
|
|
(Rs.
In Million) |
(Rs.
In Million) |
(Rs.
In Million) |
|
Sales |
342.368 |
402.949 |
351.549 |
|
Profit |
(13.943) |
(14.625) |
(123.304) |
|
|
(4.07%) |
(3.63%) |
(35.07%) |
LOCAL AGENCY FURTHER INFORMATION
|
Sr. No. |
Check list by
info agents |
Available in
Report (Yes/No) |
|
1 |
Year of establishment |
Yes |
|
2 |
Constitution of the entity -Incorporation
details |
Yes |
|
3 |
Locality of the entity |
Yes |
|
4 |
Premises details |
No |
|
5 |
Buyer visit details |
-- |
|
6 |
Contact numbers |
Yes |
|
7 |
Name of the person contacted |
Yes |
|
8 |
Designation of contact person |
Yes |
|
9 |
Promoter’s background |
Yes |
|
10 |
Date of Birth of Proprietor / Partners /
Directors |
No |
|
11 |
Pan Card No. of Proprietor / Partners |
No |
|
12 |
Voter Id Card No. of Proprietor / Partners |
No |
|
13 |
Type of business |
Yes |
|
14 |
Line of Business |
Yes |
|
15 |
Export/import details (if applicable) |
No |
|
16 |
No. of employees |
Yes |
|
17 |
Details of sister concerns |
Yes |
|
18 |
Major suppliers |
Yes |
|
19 |
Major customers |
No |
|
20 |
Banking Details |
Yes |
|
21 |
Banking facility details |
Yes |
|
22 |
Conduct of the banking account |
-- |
|
23 |
Financials, if provided |
Yes |
|
24 |
Capital in the business |
Yes |
|
25 |
Last accounts filed at ROC, if applicable |
Yes |
|
26 |
Turnover of firm for last three years |
Yes |
|
27 |
Reasons for variation <> 20% |
-- |
|
28 |
Estimation for coming financial year |
No |
|
29 |
Profitability for last three years |
Yes |
|
30 |
Major shareholders, if available |
Yes |
|
31 |
External Agency Rating, if available |
No |
|
32 |
Litigations that the firm/promoter
involved in |
-- |
|
33 |
Market information |
-- |
|
34 |
Payments terms |
Yes |
|
35 |
Negative Reporting by Auditors in the
Annual Report |
No |
UNSECURED LOAN
|
Unsecured Loan |
31.03.2015 (Rs.
in Million) |
31.03.2014 (Rs.
in Million) |
||||||||||||||||||||||||||||
|
Short-term
borrowings |
|
|
||||||||||||||||||||||||||||
|
Loans from related parties |
376.200 |
0.000 |
||||||||||||||||||||||||||||
|
|
|
|
||||||||||||||||||||||||||||
|
Total |
376.200 |
0.000 |
||||||||||||||||||||||||||||
|
Note : |
||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||
INDEX
OF CHARGES
|
S.No. |
Charge ID |
Date of Charge Creation/Modification |
Charge amount secured |
Charge Holder |
Address |
Service Request Number (SRN) |
|
1 |
10442170 |
05/07/2013 |
250,000,000.00 |
YES BANK LIMITED |
9TH FLOOR, NEHRU CENTRE, DISCOVERY OF INDIA,, DR. |
B81758732 |
|
2 |
10415670 |
12/03/2013 |
1,000,000,000.00 |
INDUSIND BANK LIMITED |
Dr. Gopal Das Bhawan, 28, Barakhamba Road, New Delhi - 110001, INDIA |
B72018708 |
|
3 |
10410235 |
08/07/2013 * |
1,200,000,000.00 |
YES BANK LIMITED |
9TH FLOOR, NEHRU CENTRE, DISCOVERY OF INDIA,, DR. |
B81774705 |
|
4 |
10382380 |
08/07/2013 * |
200,000,000.00 |
YES BANK LIMITED |
9TH FLOOR, NEHRU CENTRE, DISCOVERY OF INDIA, DR. |
B82295684 |
OPERATIONS (As on
31.03.2014)
During the financial year under review, the Company has earned
Consolidated Income of Rs. 2228.400 Million as against Consolidated Income of
Rs. 2494.200 Million during the previous financial year. The Company has
recorded consolidated net loss of Rs. 527.600 Million during the financial year
as against consolidated net loss of Rs. 242.100 Million in the previous
financial year.
The key operational highlights of the Company during the financial year
ended March 31, 2014 are as under:
• Dion launched Trade Centre in Australia, an intuitive and flexible
advisory tool to cater to the new generation of traders in the community. Trade
Centre was successfully deployed in a leading Australian financial services
company since 1955.
• Dion enters a strategic alliance with the US Tax and Financial
Services partner for FATCA who have been supporting Dion’s technical and
regulatory product expertise by providing access to fully qualified tax
consultants, accountants and lawyers with over two decades of US tax compliance
experience.
• Major international bank signed a multiyear NOVA deal with Dion in
Hong Kong that includes significant additional NOVA enhancements with the
option for a further term.
MANAGEMENT’S
DISCUSSION AND ANALYSIS (As on 31.03.2014)
1.Global Economy
& Industry Overview
The global financial crisis experienced over recent years is still
continuing to result in a huge ripple effect in the world’s economy, leading to
a significant shift and heightened role for global emerging economies.
Prospects in 2013-14 were more positive than 2012-13; however, growth
was still slow across many emerging markets while developed markets continued
to struggle. Although the outlook has been fairly optimistic, leading financial
experts suggest a “cautious” approach this time around. The recovery from the
2008-09 recession has been termed as the slowest and the most problematic of
the past century with over 42% of countries rated worse than in 2009. Global
growth remained in low gear, averaging only 2.5% during the first half of 2013,
which is about the same pace as it was in the second half of 2012.
In FY14, advanced economies showed some signs of growth, but these
markets must continue financial sector repair, pursue fiscal consolidation, and
spur job\ growth. Emerging economies continue to account for the magnitude of
the global market growth, although face the challenges of tighter global
financial conditions.
The conception to global growth came primarily from the United States following
sharp fiscal tightening earlier in the year, accompained by the recovering real
estate sector, higher household wealth, accessible bank lending conditions and
more borrowing. The U.S. economy grew 3.2% at the end of 2013. The most
promising sign in the final months of 2013 was a surge in consumer spending,
which is the source of more than two-thirds of the nation’s economic growth.
Spending jumped 3.3%.
In the Eurozone, Gross Domestic Product (GDP) growth of 0.3% in Q2
brought an end to six consecutive quarters of economic tightening. GDP rose by
0.3% in the euro area and by 0.4% in the EU28 during the fourth quarter of
2013, compared to the previous quarter.
The U.K.’s economy grew at a slightly slower rate than previously
thought in 2013, but economists welcomed signs that growth was more balanced in
the final three months of the year. GDP increased by 1.8%, the strongest annual
rate of growth since 2007. A deeper insight into the economic growth showed a
lesser dependence on consumer spending than previous quarters, which combined
with a rise in exports and business investment, gave good news for UK
policymakers seeking a move away from an economy reliant on debt-fuelled
household spending.
In East Asia and Pacific regions, 2013 marked another year of
conservative annual growth, mainly due to domestic adjustment aimed at
addressing imbalances accumulated during the years of creditfuelled expansion.
Prospects in the region are predicted for a modest decline in growth from 7.2%
in 2013 to about 7.0% by 2016. GDP market price in\ South Asia reduced to an
estimated 4.7% in the calendar year 2013. This weakness mainly reflects subdued
manufacturing activity and abated investment growth in India. Analysts predict
firming global growth and a modest pick-up in industrial activity should help
lift South Asia’s growth to 5.3% in 2014, rising to 5.9% in 2015 and 6.3% in
2016.
According to the provisional estimates released on May 30, 2014 by the
Central Statistics Office, Ministry of Statistics and Programme Implementation,
Government of India, India’s GDP grew by 4.7% in FY 2013-14 reflecting a
considerable decline in GDP from a solid 6.7% in FY 2008-2009.
In emerging markets, it is uncertain how the protests in Brazil and
Turkey, the credit crunch in China and the potentially volatile capital flows
to emerging and developing markets will affect growth in these economies.
Growth in China, at 7.5%, continued to be at its slowest for 23 years. However,
China seems to have engineered a soft landing without resorting to the level of
stimulus used in 2008 and 2009.
OPERATIONAL
OVERVIEW OF THE COMPANY (As on 31.03.2014)
• Though revenue grew with a CAGR of 18% in the last 5 Years, the
revenue for FY14 declined by 10.66% from FY13. Dion being a software solution
provider we need to continue to invest to replace products coming to end of
their life term. In particular we have been investing in new products for the
past two years, prior to which we had only three products in front and back
office broking solutions. Now we encompass over fifteen product offerings in
broking solutions, financial analytics, compliance and operational risks and
regulation. We had invested in these new products for future growth as well as
compensating for the envisaged decline in revenue of the traditional products.
In FY14 we experienced a timing gap between the decline of traditional products
and new products gaining market traction, which resulted in a decline of
revenue and margins in FY14. However, the new products showed encouraging signs
especially in the second half of FY14, resulting in strong pipelines and order
books for FY15.
• Other key highlights are as follows:
i.
Dion’s
development centre in Noida achieved certification for “Design, Development
Test, Delivery and Maintenance of Software Products & Solutions to Capital
Market Participants Worldwide” as per the quality management system standard –
ISO 9001 : 2008.
ii.
Major
international bank signed a multiyear NOVA deal with Dion in Hong Kong that
includes significant additional NOVA enhancements with the option for a further
term
iii.
Dion’s
Portfolio solution received the award for the Best Wealth Management Solution
provider at the Systems in the City Awards 2013, in London for second year in a
row.
iv.
Dion
launched Trade Centre in Australia, an intuitive and flexible advisory tool to
cater to the new generation of traders in the community. Trade Centre was
successfully deployed into a leading Australian financial services company,
since 1955.
v.
Dion enters a strategic alliance with the US Tax
and Financial Services partner for FATCA who have been supporting Dion’s
technical and regulatory product expertise by providing access to fully
qualified tax consultants, accountants and lawyers with over two decades of US
tax compliance experience.
5. OUTLOOK (As on
31.03.2014)
The business climate over recent years has been tough and trading
conditions are expected to remain challenging for the next year. Despite the
unfavourable conditions, Dion achieved significant successes across the globe
this year, several big projects went live, new name customers were added and
new products were released with other existing core products enhanced, both
functionally and technically. We have been strengthening our relationships with
existing customers and we are confident this positive performance will
continue.
Dion is now a multi domain company with a clear and distinct product set
covering the gobal financial markets. While Dion is still a new name, the
constituent staff, products and business units have market presence and are
trusted among our client base.
Each of our newly developed products, FATCA TRAC, dfferentia, Trade
Centre, D-CLEAR and Jade now have clients and we expect the revenue for these
products to increase significantly. We will continue to take advantage of the
work that has taken place 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
including our strategic partnership with Tech Mahindra.
Dion currently serves more than 550 clients across 80 countries.
Stepping into new markets and expansion in the existing ones will remain one of
Dion’s key strategies this year.
Since 2008, the financial markets have changed considerably; there is
now more regulation and cost control than ever before. Dion will continue to
strengthen its position in the existing markets by focusing on compliance and
regulatory needs of our clients and providing solutions to them that help them
increase revenue and reduce operating costs. Dion’s aim is to encourage
prospects to think in terms of a long-term relationship with us and consider
Dion a trusted partner in these challenging times, able to provide IT solutions
that solve specific business problems or enable specific opportunities.
CONTINGENT
LIABILITIES:
(Rs.
in million)
|
PARTICULARS |
31.03.2015 |
31.03.2014 |
|
(A)
Guarantee |
|
|
|
- Bank Guarantees given by the bankers on behalf of the Company in form
of letter of credit for facilitating working capital to its subsidiary
companies |
259.300 |
268.117 |
|
|
|
|
|
(B)
Other money for which the company is contingent
liable |
|
|
|
- Disputed Income Tax Demands not provided for |
8.549 |
8.917 |
|
- Disputed Services Tax Demands not provided for |
48.162 |
48.162 |
|
- Disputed VAT/CST Demands not provided for |
8.997 |
8.997 |
|
- Other contingent liabilities with respect to litigations |
1.775 |
1.775 |
|
|
326.783 |
335.968 |
FIXED ASSETS
Tangible Assets
- Land
- Leasehold
Improvement
- Furniture and
Fixture
- Vehicles
- Computers and
Peripherals
- Computer
networking and equipment
- Office
equipment
Intangible assets
- Purchased
software
- Internality
Developed software
- Website
Design (Outsource)
CMT REPORT (Corruption, Money Laundering & Terrorism]
The Public Notice information has been collected from various sources
including but not limited to: The Courts,
1] INFORMATION ON
DESIGNATED PARTY
No exist designating subject or any of its beneficial owners,
controlling shareholders or senior officers as terrorist or terrorist
organization or whom notice had been received that all financial transactions
involving their assets have been blocked or convicted, found guilty or against
whom a judgement or order had been entered in a proceedings for violating
money-laundering, anti-corruption or bribery or international economic or
anti-terrorism sanction laws or whose assets were seized, blocked, frozen or
ordered forfeited for violation of money laundering or international
anti-terrorism laws.
2] Court Declaration :
No exist to suggest that subject is or was
the subject of any formal or informal allegations, prosecutions or other
official proceeding for making any prohibited payments or other improper
payments to government officials for engaging in prohibited transactions or
with designated parties.
3] Asset Declaration :
No records exist to suggest that the property or assets of the subject
are derived from criminal conduct or a prohibited transaction.
4] Record on Financial
Crime :
Charges or conviction
registered against subject: None
5] Records on Violation of
Anti-Corruption Laws :
Charges or
investigation registered against subject: None
6] Records on Int’l
Anti-Money Laundering Laws/Standards :
Charges or
investigation registered against subject: None
7] Criminal Records
No
available information exist that suggest that subject or any of its principals
have been formally charged or convicted by a competent governmental authority
for any financial crime or under any formal investigation by a competent
government authority for any violation of anti-corruption laws or international
anti-money laundering laws or standard.
8] Affiliation with
Government :
No record
exists to suggest that any director or indirect owners, controlling
shareholders, director, officer or employee of the company is a government
official or a family member or close business associate of a Government
official.
9] Compensation Package :
Our market
survey revealed that the amount of compensation sought by the subject is fair
and reasonable and comparable to compensation paid to others for similar
services.
10] Press Report :
No press reports / filings exists on
the subject.
CORPORATE GOVERNANCE
MIRA INFORM as part of its Due Diligence do provide comments on Corporate
Governance to identify management and governance. These factors often have been
predictive and in some cases have created vulnerabilities to credit
deterioration.
Our Governance Assessment focuses principally on the interactions
between a company’s management, its Board of Directors, Shareholders and other
financial stakeholders.
CONTRAVENTION
Subject is not known to have contravened any existing local laws,
regulations or policies that prohibit, restrict or otherwise affect the terms
and conditions that could be included in the agreement with the subject.
FOREIGN EXCHANGE RATES
|
Currency |
Unit
|
Indian Rupees |
|
US Dollar |
1 |
Rs.63.84 |
|
|
1 |
Rs.100.99 |
|
Euro |
1 |
Rs.72.45 |
INFORMATION DETAILS
|
Information
Gathered by : |
KMN |
|
|
|
|
Analysis Done by
: |
SAN |
|
|
|
|
Report Prepared
by : |
SUJ |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
6 |
|
PAID-UP CAPITAL |
1~10 |
6 |
|
OPERATING SCALE |
1~10 |
6 |
|
FINANCIAL
CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
6 |
|
--PROFITABILITY |
1~10 |
4 |
|
--LIQUIDITY |
1~10 |
6 |
|
--LEVERAGE |
1~10 |
5 |
|
--RESERVES |
1~10 |
6 |
|
--CREDIT LINES |
1~10 |
6 |
|
--MARGINS |
-5~5 |
-- |
|
DEMERIT POINTS |
|
|
|
--BANK CHARGES |
YES/NO |
YES |
|
--LITIGATION |
YES/NO |
NO |
|
--OTHER ADVERSE INFORMATION |
YES/NO |
NO |
|
MERIT POINTS |
|
|
|
--SOLE DISTRIBUTORSHIP |
YES/NO |
NO |
|
--EXPORT ACTIVITIES |
YES/NO |
NO |
|
--AFFILIATION |
YES/NO |
YES |
|
--LISTED |
YES/NO |
YES |
|
--OTHER MERIT FACTORS |
YES/NO |
YES |
|
DEFAULTER |
|
|
|
--RBI |
YES/NO |
NO |
|
--EPF |
YES/NO |
NO |
|
TOTAL |
|
51 |
This score serves as a reference to assess
SC’s credit risk and to set the amount of credit to be extended. It is calculated
from a composite of weighted scores obtained from each of the major sections of
this report. The assessed factors and their relative weights (as indicated
through %) are as follows:
Financial
condition (40%) Ownership
background (20%) Payment
record (10%)
Credit history
(10%) Market trend (10%) Operational size
(10%)
RATING EXPLANATIONS
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
>86 |
Aaa |
Possesses an extremely sound financial base with the strongest capability
for timely payment of interest and principal sums |
Unlimited |
|
71-85 |
Aa |
Possesses adequate working capital. No caution needed for credit
transaction. It has above average (strong) capability for payment of interest
and principal sums |
Large |
|
56-70 |
A |
Financial & operational base are regarded healthy. General
unfavourable factors will not cause fatal effect. Satisfactory capability for
payment of interest and principal sums |
Fairly Large |
|
41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
|
26-40 |
B |
Capability to overcome financial difficulties seems comparatively
below average. |
Small |
|
11-25 |
Ca |
Adverse factors are apparent. Repayment of interest and principal sums
in default or expected to be in default upon maturity |
Limited with
full security |
|
<10 |
C |
Absolute credit risk exists. Caution needed to be exercised |
Credit not
recommended |
|
-- |
NB |
New Business |
-- |
This report is issued at your request without any
risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL)
or its officials.