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Diamant Infrastructure Ltd.

BSE: 508860 Sector: Infrastructure
NSE: N.A. ISIN Code: INE206I01026
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OPEN 0.90
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VOLUME 4721
52-Week high 1.45
52-Week low 0.58
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.90
Buy Qty 1000.00
Sell Price 0.94
Sell Qty 67.00

Diamant Infrastructure Ltd. (DIAMANTINFRA) - Director Report

Company director report

Your Directors are pleased to present the 37 Annual Report of the Company together withthe Audited Financial Statements for the year ended 31st March 2017

SUMMARISED FINANCIAL RESULTS : (Rs. in Lacs)

Year ended 31.3.2017 Year ended 31.3.2016
Income 1310.81 4737.78
Profit before interest depreciation and tax 80.38 391.17
Less:
Depreciation 49.52 71.73
Tax including Adjustment 97.30 84.80
Interest 271.27 252.91
Prior Period Adjustments 0.00 0.00
Net profits after Tax (337.71) (18.27)
Dividends 0.00 0.00
Balance brought forward from previous year 0.000 0.000

DIVIDEND

In view of the loss incurred during the year no dividend could be recommended by yourBoard of Directors for the financial year 2016-17.

RESERVES AND SURPLUS

The current year loss of Rs. 337.71 lakhs has been added to the Surplus at thebeginning of the year of Rs. 595.35 lakhs and the Surplus aggregates to Rs. 257.63 lakhsat the end of the year.

FINANCIAL PERFORMANCE

The Company could not get new infrastructure project during the year under review. TheManagement is trying its best for procuring and developing this segment. The sluggishmarket conditions coupled with other economic factors like demonetization has resultedinto lower income.

The turnover of the Company reduced from Rs. 4737.78 Lacs to Rs. 1310.81 Lacs. Thecompany also incurred losses to the tune of Rs. 337.71 Lacs as against Rs. 18.27 Lacs ofthe previous year. Even in these adverse circumstances the Company could repay loan of Rs.2.75 Crore.

As the efforts of the government have started bearing fruits the management is hopefulof better results in the current financial year.

MANAGEMENT DISCUSSION AND ANALYSIS

The core business of the company is infrastructure and developers sector. Themanagement discussion and analysis given below discusses the key issues of theInfrastructure and developers sector.

(a) Industry structure and developments:

The FY 2016-17 witnessed high volatility and abnormal increase in raw materials pricesand sluggish demand for infrastructure products in domestic market. The sluggish demand ininfrastructure sector was uneconomical cost in relation to market price of facilities.Surplus supply uneconomical development and reduced demand for medium sector infrafacilities in the domestic market are some of the reasons for the lower performance of theindustry. These circumstances have created challenges of shifting towards new value addedproducts selling at cost price or lower price for the better services and enhancingmarketing strategies for evolution of new markets.

(b) Outlook

The Board feels that the economic & developing situation of India will bring lot ofcapital for developing infrastructure of the country and future of India lies with theInfrastructure Development of the country. Considering the Growth of the Company ininfrastructure business and taking into account the available opportunities in theInfrastructure Business the Board has decided to focus only on infrastructure/real estateprojects.

The Board Strongly feels that by venturing into the infrastructure and realty businessin the days to come the wealth of the shareholders will enhance.

(c) Strategies and Future plans

Your company has plan to repay a substantial portion of term loans and other paymentobligations by way of proper utilize of funds and need to sale unused assets orinvestments towards working capital requirements. Further for betterment in the operationsof the Company in addition to Infrastructure work orders your directors have planned tobid for more tenders based on the market requirements.

(d) Risks and Concerns

Your Company has devised Risk Management Policy which involves identification of thebusiness risks as well as the financial risks its evaluation monitoring reporting andmitigation measures. The Audit Committee and Board of Directors of the Companyperiodically review the Risk Management Policy of the Company so that management controlsthe risk through properly defined network. The details of risk management mechanism andkey risks faced by the Company are enumerated in the risk management policy. Riskmanagement policy is uploaded in the company's website.

(e) Internal control systems

The Company has in place a well established internal control procedures coveringvarious areas such as procurement of raw materials for projects infrastructure planningquality control maintenance planning marketing cost management and debt servicing.Necessary checks and balances have been instituted for timely correction with an effectiveinternal audit system.

(f) Human resources management

Employees are your company's most valuable resource. Your Company continues to create afavorable environment at work place. The company also recognizes the importance oftraining and consequently deputes its work force to various work related courses/seminarsincluding important areas like Total Quality Management (TQM) Technical skills etc. Thefact that the relationship with the employees continued to be cordial is testimony to thecompany's ability to retain high quality workforce.

(g) Environmental Protection Health and Safety (EHS)

EHS continues to receive the highest priority in all operational and functional areasat all locations of your Company. Systematic process safety analysis audits periodicsafety inspections are carried out by expert agencies and suitable control measuresadopted for ensuring safe operations at the site. Various processes as required forPollution Control and Environmental Protection are strictly adhered to.

(h) Corporate Social Responsibility

Board of Directors of the Company has serious concern about Corporate SocialResponsibility (CSR) and devised a CSR policy to carry out CSR initiatives in line withthe requirements specified under the Companies Act 2013. Since the Company has no averagenet profit there is no CSR Obligation for the FY 2016-17.

Extract of Annual Return

The extract of annual return in Form MGT 9 has been annexed with this report and formspart of this report.

Number of Board Meetings

The details pertaining to meetings of the Board has been explained under CorporateGovernance Report annexed with this report and forms part of this report.

Establishment of Vigil Mechanism

The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns. The policy has been uploaded on the Company's websitewww.diamantinfra.com.

Declaration by Independent Directors

Independent directors of the Company have submitted a declaration that each of themmeets the criteria of independence as provided in Sub-Section (6) of Section 149 of theAct. Further there has been no change in the circumstances which may affect their statusas Independent director during the year.

Secretarial Auditors' Report

Company appointed M/s Manoj Agrawal & Associates Practicing Company Secretaries asSecretarial Auditors to conduct Secretarial Audit of the Company for the financial year2016-17. The report of the Secretarial Audit for the financial year 2016-17 in FORM MR-3is annexed to this report and forms part of this report. There are some disqualificationsreservations or adverse remarks or disclaimers in Secretarial Auditors Report.

Audit Committee

Details of Composition of Audit Committee are covered under Corporate Governance Reportannexed with this report and forms part of this report. Further during this year all therecommendations of the Audit Committee have been accepted by the Board.

Policy of Directors Appointment and Remuneration

Company's policy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under section 178(3) of the Act are covered under Nomination andRemuneration Policy. Further information about elements of remuneration package ofindividual directors is provided in the extract of Annual Return as provided under Section92(3) of the Act in prescribed form MGT-9 annexed with this report and forms part of thisReport.

Independent Auditors' Report

There is no qualification in the Independent Auditors' Report except IndependentAuditor has pointed out the delay in repayment of bank term loan principal and interestdues to the bankers. Your directors wish to state that due to cash flow constraints therewas delay in repayment of bank term loan principal and interest dues which has beensubsequently paid off. There are some disqualifications reservations or adverse remarksor disclaimers in Auditors Report.

Particulars of Employees

The information required under section 197 of the Act and rules made there-under withsubsequent amendments thereto in respect of employees of as shown below : (a) Employedthroughout the year and in receipt of remuneration aggregating to Rs.10200000 or more -Nil

(b) Employed for part of the year and in receipt of remuneration of Rs.850000 or moreper month - Nil

Note : Remuneration includes salary and value of perquisites and nature of employmentis contractual.

Managerial Remuneration

Statistical Disclosures pursuant to Rule 5 of Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 (with subsequent amendments thereto) is annexed withthis report and forms part of this report.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.The performance of the board was evaluated by the board after seeking inputs from all thedirectors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. as provided by theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the Composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.

In a separate meeting of independent directors performance of non-independentdirectors of the board as a whole and performance of the Chairman was evaluated takinginto account the views of executive directors and non-executive directors. The same wasdiscussed in the board meeting that followed the meeting of the independent directors atwhich the performance of the board its committees and individual directors were alsodiscussed. Performance evaluation of independent directors was done by the entire boardexcluding the independent director being evaluated.

Familiarisation Programme of the Independent Directors

Periodic presentations are made by Senior Management Statutory and Internal Auditorsat the Board/Committee meetings on business and performance updates of the Company globalbusiness environment business risks and its mitigation strategy impact of regulatorychanges on strategy etc. Updates on relevant statutory changes encompassing important lawsare regularly intimated to the Independent directors.

Deposit

During the year the Company has not accepted / renewed any fixed deposit from public.The total deposits remained unpaid or unclaimed as at 31st March 2017 is Nil. There is nodefault in repayment of deposits or payment of interest thereon during the year.

The Company undertook several steps to keep a control over borrowings and cost ofborrowings. The particulars of Loans Guarantees and Investments made by the Company underSection 186 of the Companies Act 2013 are given in Notes to the Financial Statements.

Cost Audit Report

Cost Audit Report for the FY 2015-16 is not mandatory as a best Corporate Governancepractice Board on the recommendation of the Audit Committee internal auditors is alsoconduct work as Cost Auditor of the Company for the FY 2017-18.

Related Party Transactions

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. During the year therewere no materially significant related party transactions made by the Company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with the interest of the Company at large. Transactions entered with relatedparties have been explained in Form AOC -2 annexed with this report and forms part of thisreport.

Directors

As per the provisions of Section 149 of the Companies Act 2013 Regulation 25 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and the Company'sDirectors retirement policy at the age of 70 the Members of the Company had at theprevious AGMs.

All Independent Directors have given declarations that they meet the criteria ofindependence as provided in Section 149(6) of the Companies Act 2013.

Mr. Kamlesh Prasad and Mr. Naresh Saboo who are Non- Independent Director's retires byrotation at the ensuing Annual General Meeting and is eligible for reappointment.

Ms. Reenal Kamdar who is Independent Director's retires by rotation at the ensuingAnnual General Meeting and is eligible for reappointment

Evaluation by The Board

The Board has made a formal annual evaluation of its own performance Committees of theBoard Independent Directors and Individual Directors of the Company.

The Board's performance was evaluated based on the criteria like Structure GovernanceDynamics & Functioning Approval & Review of Operations Financials and InternalControls etc.

The performance of the Independent Directors as well as Individual Directors includingthe Chairman of the Board were evaluated based on the evaluation criteria laid down underthe Nomination and Remuneration Policy and the Code of Conduct as laid down by the Board.

The Committees of the Board were evaluated individually based on the terms of referencespecified by the Board to the said Committee. The Board of Directors was satisfied withthe evaluation process which ensured that the performance of the Board its CommitteesIndependent Directors and Individual Directors adhered to their applicable criteria.

Key Managerial Personnel

The Key Managerial personnel are Mr. Naresh Saboo MD and acting CFO (with effect from16 August 2017) and Mr. Kamlesh Prasad acting as Whole Time Director both are receivesremuneration only limited amount and do not receive sitting fees.

The company has CA Riddhi Naresh Saboo was CFO of the company from 30.05.2016 to14.02.2017. And CA Yash Naresh Saboo was CFO of the company from 14.02.2017 to 16.08.2017.

Director's Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theDirectors would like to state that: a. in the preparation of annual accounts for thefinancial year ended 31st March 2017 the applicable accounting standards have beenfollowed;. b. they had selected such accounting policies and applied them consistently andmade judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for the year under review; c. they had taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; d. they had prepared the annualaccounts for the financial year ended 31st March 2017 on a going concern basis; e. theyhad laid down internal financial controls to be followed by the Company and such internalfinancial controls are adequate and were operating effectively and f. they had devisedproper systems to ensure compliance with the provisions of all applicable laws and suchsystems were adequate and operating effectively.

Statutory Auditors

Your Board recommends the ratification of appointment of M/s. Pilla Mathur Manuja &Co as Statutory Auditors of the Company to hold office from the conclusion of this AGMto the conclusion of the next AGM.

Secretarial Auditors

The Company had appointed M/s. Manoj Agrawal & Associates and Company CompanySecretary in Practice to undertake the Secretarial Audit of the Company for the financialyear 2016-17.

Particulars of Loans Guarantees or Investments under Section 186 of the Companies Act2013

Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 are given in notes to the financial statements.

Disclosure Under The Sexual Harassment Of Women At Workplace (Prevention ProhibitionAnd Redressal) Act 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary and trainees) are covered under this policy. The Company has not received anysexual harassment complaint during the year 2016-17

Research and Development

The Company has Design quality and feature enhancements in technology migration andApply value engineering approach for design to cost target in development for competitiveadvantage in cost and quality. The Company has always adopted engineering emergingtechnologies in display instrumentation sensing electro-mechanical actuation domains andintegrating applications in new requirements.

Conservation Of Energy Technology Absorption And Foreign Exchange Earnings And Outgo

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 (3) of the Companies (Accounts) Rules 2014 is annexed herewith.

Consolidated Financial Statement

The Company has prepared Consolidated Balance Sheet under Companies Act 2013 as theCompany has an associate Company Ginger Infrastructure Private Limited under Section 2(26) of the Act. The Company also discloses all relevant information in this regard.

Audit Committee Composition

The Committee is mandated with the same terms of reference as specified in Regulation18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andalso conforms to the provisions of Section 177 of the Companies Act 2013. The Compositionof committee is Mr Balkishan Bang Chairman and Members are Mr. Mohd Israil SheikhMs.Reenal Kamdar and Mr Naresh Saboo . The Managing Director Internal Audit team and theStatutory Auditors of the Company are permanent invitees to the meetings of the AuditCommittee. The heads of various monitoring / operating departments are invited to themeetings as and when required to explain details about the operations.

Particulars Of Employees

The Company has not paid any remuneration attracting the information required pursuantto Section 197 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014. Hence no information is required to be appended to thisreport in this regard. The Company has Nil Employees due to sluggish market conditionscoupled with other economic factors like demonetization has resulted into lower income.

Particulars of Loans Guarantees or Investments under Section 186 of the Companies Act2013

Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 are given in notes to the financial statements of theCompany.

Foreign Exchange earnings and outgo

The Company has not any foreign exchange earnings and outgo during the year.

Auditor Qualification Analysis

The company has given three additional flats is collateral security for the loangranted by bank to Ginger Infrastructure Pvt. Ltd. than subsidiary of the companypursuant to the Special Resolution passed by the shareholder of the company.

The second qualification going concern concept of the company is self explanatory needsno reply and the company trying to procure new business.

Secretarial Auditor Qualification Analysis

The company has given three additional flats is collateral security for the loangranted by bank to Ginger Infrastructure Pvt. Ltd. than subsidiary of the companypursuant to the Special Resolution passed by the shareholder of the company.

The company is in search of whole time company secretary however due to heavy lossespoor financial position and other legal matters The company secretary are reluctant tojoin the company.

The company has disclosed in its board report all the information as required under TheCompanies Act 2013 and rules made there under.

Performance of Associate Company

Your Company has an associate M/s Ginger Infrastructure Private Limited within themeaning specified under Section 2 (6) of Companies Act 2013. M/s Ginger InfrastructurePrivate Limited has recorded a total revenue of Rs. 101484650/- during the year 2016-17as against NIL in the previous year and profit after tax of Rs.210690/- during the year2016-17 as against Loss of Rs. (27663/-) in the previous year. A separate statementcontaining the salient features of the financial statement of the associate in FORM AOC-1has also been annexed with this report as per the requirements of provisions of section129 of the Companies Act 2013 and forms part of this report.

Development In Human Resources / Industrial Relations

Management and Union Representatives meeting is being conducted every month and theissues raised in the meetings are redressed immediately. Periodical review of the issuesis being carried out to ensure its completeness. This has improved the overall peacefulIndustrial Relations situation. The participation from the operators has improvedconsiderably during the year.

Corporate Governance

Your company reaffirms its commitment to good corporate governance practices. Thecompany complies with corporate governance requirements specified in regulation 17 to 27and clauses (b) to (i) of sub regulation (2) of regulation 46 of the SEBI (ListingObligations and Disclosure Requirements) Regulations2015.

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Report on Corporate Governance which forms a part of this Report hasbeen annexed herewith.

The Managing Director cum Chief Financial Officer have certified to the Board withregard to the financial statements and other matters as required under Regulation 17 (8)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Annexure to this Report

The following are the annexure to this report:

1. Conservation of energy technology absorption Research and development and foreignexchange earnings and outgo in Annexure -1.

2. Statement containing salient features of the financial statement of associatecompany (Form AOC 1) in Annexure -2.

3. Form AOC - 2 in Annexure - 3.

4. Extract of Annual Report (Form MGT-9) in Annexure - 4.

5. Secretarial Audit Report (Form MR-3) in Annexure -5.

6. Particulars of Remuneration in Annexure -6.

7. Corporate Governance Report in Annexure -7.

Cautionary Statement

Statements in the Directors' report and the management discussion and analysisdescribing the Company's objectives expectations or predictions may be forward lookingwithin the meaning of applicable securities laws and regulations. Actual results mightdiffer materially from those either expressed or implied in the statement. Importantfactors that could influence the Company's operations include global and domestic demandand supply conditions affecting selling prices of finished goods input availability andprices changes in government regulations tax laws economic developments within thecountry and other related factors such as litigation and industrial relations.

Human Resources

Your Directors would like to place on record their deep appreciation of all employeesfor rendering quality services to every constituent of the company.

Acknowledgements

Directors of your Company record their sincere appreciation of the dedication andcommitment of all employees in achieving and sustaining excellence in all areas of thebusiness. Your directors thank the Shareholders Customers Suppliers Bankers and otherstakeholders for their continued support during the year. Your Company's consistent growthhas been made possible by the hard work solidarity cooperation and support of themanagement team. The directors of your company thank all Banks Central/State Governmentsand other government agencies for their support and look forward to their continuedsupport in future.

On behalf of the Board of Directors
Naresh Saboo Kamlesh Prasad
Place: Nagpur Managing Director Director
Dated: 26.08.2017 DIN : 00297916 DIN : 00216195

ANNEXURE 1

THE CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

[Statement pursuant to Section 134(3)(m) of The Companies Act 2013 read with Rule8(3) of The

Companies (Accounts) Rules 2014]

A. CONSERVATION OF ENERGY : a) Company ensures that the manufacturing operationsare conducted in the manner whereby optimum utilization and maximum possible savings ofenergy is achieved. b) No specific investment has been made in reduction in energyconsumption. c) As the impact of measures taken for conservation and optimum utilizationof energy are not quantitative its impact on cost cannot be stated accurately.

B. TECHNOLOGY ABSORPTION:

RESEARCH DEVELOPMENT ACTIVITIES: Design and development of new products with emergingtechnologies.

Design quality and feature enhancements in technology migration.

Apply value engineering approach for design to cost target in development forcompetitive advantage in cost and quality.

Engineering emerging technologies in display instrumentation sensingelectro-mechanical actuation domains and integrating applications in new requirements.

Collaborate and drive technology deployment in manufacturing processes to complementinnovative design solutions for market growth.

D) FOREIGH EXCHANGE EARNINGS & OUTGO:

2016-2017 2015-2016
(Rs. Lacs) (Rs. Lacs)
a. Foreign Exchange Used Nil Nil
b. Foreign Exchange Earned Nil Nil