1 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 2016 the amount per share recognized as distribution to equity holders was Rs. Nil (31 March 2015 Rs.Nil). The total dividend appropriation for the year ended 31 March 2016 amounts to Rs.Nil (31 March 2015 ' Nil) including Corporate Dividend Tax of Rs.Nil (31 March 2015 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 share holders.

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 Crores. 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, 2016 is Rs.45,06,849 (March 31, 2015 is Rs.35,06,849).

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.NIL (Previous year Rs.29,08,397) 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 27).

3. Other Disclosures:

Out of above fully paid up equity shares of Rs.10/- each, Rs.41,11,842 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 13). 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.

4. There are no transaction with micro, small and medium enterprises during the year and as such there is no balance outstanding as at March 31,2016.

1 The Income Tax assessment of Religare Technova Global Solutions Limited (now merged with Dion Global Solutions Limited) for the Assessment Year ‘AY’ 2007-08 was completed by the Assistant Commissioner of Income Tax 2(1), Mumbai under section 143(3) of the Income Tax Act, 1961 ‘the Act’ vide order dated December 29, 2009. Consequent to certain disallowances made during the assessment, the Assessing Officer ‘AO’ raised a demand of '.85,33,617 on the Company. The AO also initiated penalty proceedings under section 271(1) (c) of the Act against the Company.

The Company filed an appeal before Commissioner of Income Tax (Appeal)-4, Mumbai wherein the order of AO was upheld. The Company has preferred an appeal before the Income Tax Appellate Tribunal, Mumbai against the order of CIT (A) which is pending for disposal.

2 Religare Technova Global Solutions Limited (merged with Dion Global Solutions Limited) has received a demand notice of Rs. 3,54,54,363 with equal penalty from Commissioner of Service Tax, Div-II, Gr. XII, Bangalore for the period March 1, 2006 to May 15, 2008 alleging non-payment of service tax on "information technology services" provided by the Company on the ground that said services falls under "Management Consultancy Service".

The company has contended the view of the department and has filed a suitable appeal before the Custom Excise Service Tax Appellate Tribunal ‘CESTAT’, Bangalore against the said order on the ground that the services provided by the company falls under category Information Technology Software Services ‘ITSS’ under Service Tax Act, 1994 and the Department has wrongly classified the said services under ‘Management Consultancy Service’. Further ‘ITSS’ has become taxable from May 2008, therefore the services provided by the company before May 08 is a non-taxable service as per the provisions of the Service Tax Act. The CESTAT after hearing of the case has allowed 80% stay on the merit and directed the Company to deposit ' 50,00,000 against the demand which has been complied with. The case is pending for final hearing before CESTAT, Bangalore.

3 Religare Technova Global Solutions Limited (merged with Dion Global Solutions Limited) has received a Show Cause Notice of Rs.1,22, 17,564/- dated Apr 02, 2012 from Commissioner of Service Tax, Div-II, Gr. XII, Bangalore for the period 2008-09 to 2010-11 alleging short payment of tax on software development revenue. The company has filed suitable reply before Commissioner of Central Excise (Adjudication), Bangalore against the said SCN notice on the bonafide belief that the tax has been duly charged and paid on said service as per the provisions prescribed under law for the time being in force.

4 Religare Technova Global Solutions Limited (merged with Dion Global Solutions Limited) has received a demand of Rs.75,21,154/- and Rs.14,75,479/- from Assistant Commissioner of Commercial Taxes,(Recovery-22, Bangalore for nonpayment of VAT/CST liability for the months of February 06, March 06, April 06 to Mar 07 and from Apr 07 to Mar 08 respectively. The company had preferred appeals before Joint Commissioner of Commercial Taxes (Appeal-2), Bangalore against the said orders where the demand has been upheld by the JC.

The Company has filed an appeal before Appellate Tribunal, Commercial Tax, Karnataka on the bonafide belief that the online information service is not liable to VAT.

5 Religare Technova Global Solutions Limited (merged with Dion Global Solutions Limited) has received a demand notice of Rs.. 4,89,732/- including interest and penalty dated 9 Mar 2012 from Assistant Commissioner of Service Tax, DIV-II, Gr. XII, Bangalore for the period 2007-08 to 2010-11 alleging that the company has wrongly taken input credit on Air travel and catering service. The company has filed an appeal against the said demand notice on the bonafide belief that the Cenvat credit taken on air travel and catering service were exclusively used for business purpose and it is duly allowable as per law.

The hearing in the subject matter has been done and allowed in the favour of the Company subject to verification of travel record to prove that the travel were undertaken for official purposes. The verification is to be done by Superintendent of Service tax which is under process.

6 Deal Depot Equities (DDE), has filed a summary suit in the High Court of Bombay (Original Civil Jurisdiction) (summary suit no. 612 of 2010) against Religare Technova Global Solutions Limited (RTGSL), which subsequently got merged with the Company. DDE has alleged that in pursuant to purchase order of software namely "Trade Anywhere" to RTGSL, the same was followed by part payment of sum of Rs.6,75,000/-. RTGSL did not install and activate the same. DDE has prayed for refund of advance sum paid of Rs.6,75,000/- along with interest at the rate 6% . The Hon’ble High Court has transferred the matter to City Civil Court at Mumbai and the matter is currently pending.

7 Unimetal Ispat Limited had filed a suit (being M.S. No. 13/1997) against the Company before the Civil Judge (Senior Division) at Alipore, raising an aggregate claim of Rs.11,00,000/-, in which a decree was granted by the Civil Judge (Senior Division) at Alipore. The Company has filed an appeal in this matter in the High Court of Kolkata. The matter is currently pending.

8 Interest Rate Swap

The Company has undertaken a cross currency interest rate swap transaction for Rs.83,33,33,333 from Axis Bank Ltd.

The notional principal outstanding for the swap as on March 31, 2016 is Rs.33,33,33,333.

The terms of the swap provide for receipt of fixed interest in Rupee Currency and payment at floating interest rate in order to hedge the interest rate.

9 Segment Reporting:

Primary Segment - Business Segments:

Segments have been identified in line with the Accounting Standard on Segment Reporting (AS-17), taking into account the organization structure as well as the differential risks and returns of these segments.

Segment revenue and results figures include the respective amounts identifiable to each of the segments and also amounts allocated on a reasonable basis. Other unallocable expenditure includes expenses incurred on common services provided to the segments which are not directly identifiable to the individual segments as well as expenses incurred at a corporate level which relate to the Company as a whole. The business segment has been considered as the primary segment.

ii) Secondary Segment - Geographical Segments

Revenue from geographical segment is based on location of its customers and total carrying amount of assets and total cost incurred during the period to acquire fixed assets is based on geographical locations of the assets.

10 OTHER NOTES

a. The Company has unabsorbed depreciation and carry forward losses under the Income Tax Act 1961 of India. Accordingly, keeping in view uncertainty of taxable income in the future, provision for deferred tax assets/(liabilities) have not been recognized in the accounts.

b. The Company shares certain costs/ service charges with other companies in the group. These costs have been allocated between the companies on the basis mutually agreed upon, which has been relied upon by the auditors.

11. PREVIOUS YEAR FIGURES

Figures of the Previous Year have been regrouped, rearranged and reclassified to conform to the current year classification. There is no other information apart from the information already disclosed above required to be disclosed pursuant to the Schedule III to the Companies Act, 2013.