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Diamond Infosystems Ltd.

BSE: 530801 Sector: IT
NSE: N.A. ISIN Code: INE280D01022
BSE LIVE 15:40 | 12 Dec 1.27 0.06
(4.96%)
OPEN

1.27

HIGH

1.27

LOW

1.25

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 1.27
PREVIOUS CLOSE 1.21
VOLUME 31179
52-Week high 3.23
52-Week low 1.20
P/E
Mkt Cap.(Rs cr) 51
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.27
CLOSE 1.21
VOLUME 31179
52-Week high 3.23
52-Week low 1.20
P/E
Mkt Cap.(Rs cr) 51
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Diamond Infosystems Ltd. (DIAMONDINFOSYS) - Director Report

Company director report

Your Company's Directors have pleasure in presenting the 24thAnnual Reportalong with the Audited Accounts of your Company for the financial year ended 31stMarch 2017.

FINANCIAL PERFORMANCE:

(Rs. In lacs)
PARTICULARS 2016-17 2015-16
Gross Total Income 30066.85 29545.81
Gross Total Expenses 30022.69 29452.15
Profit /(Loss) Before Interest Depreciation Tax And Amortization 44.16 93.66
(Less): Depreciation & Amortization 3.75 3.13
(Less): Finance Charges 39.26 44.39
Profit Before Taxation 1.15 46.14
(Less): - Provision For Taxation 1.03 15.00
(Less): - Current tax Exp. relating to Previous - 7.49
(Less): - Deferred Tax - -
Net Profit/(Loss) for The Year 0.12 23.65
(Less): Balance Brought Forward from Previous year - -
Balance Carried Forward to Balance Sheet 0.12 23.65
Earnings Per Share 0.00 0.30

The financial statements for the year ended 31st March 2017 are the first the Companyhas prepared under IND AS (Indian Accounting Standards). The financial statements for theyear ended 31st March 2016 have been restated in accordance with IND AS for comparativeinformation.

DIVIDEND

Looking into the long term interest of the Company your Directors have not recommendedany dividend for the financial year ended on 31st March 2017.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act 2013 the Directors confirm that:

a) in the preparation of the annual accounts for the financial year ended 31stMarch2016 the applicable accounting standards and Schedule III of the Companies Act 2013have been followed and there are no material departures from the same;

b) the Directors have 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 your Company as at 31stMarch 2017 and ofthe profit and loss of the Company for the financial year ended 31st March2017;

c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a ‘going concern' basis;

e) proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.

PERFORMANCE OF BUSINESS AND CATEGORIES

"In today's rapidly changing business scenario information is the power to propelahead."

Today with the advancement of science and technology information is growing not merelyby bytes but by terabytes and dealing with such voluminous information is a huge challengefor businesses to make quick and speedy decisions. Diamond Infosystems Limited a groupcompany of Diamond Power is amongst the fastest upcoming and growing services BPO andProduct Engineering companies. The operations of the Company now can be classified intofollowing segments:

1. IMG Division (Infrastructure Management Group)

Under the IMG Division Diamond Infosystems has a wide array of products and services tooffer under the following heads:-

i. SYSTEM INTEGRATION

DIL can get involved in selection sourcing installation and deployment of all kindsof IT equipment. This can range from desktop and laptop computers printers andperipherals communication equipment like EPABX set up of your office LANs WANs and alsoexecute system integration projects. Structured LANs

Structured Network Design Deployment and Upkeep Structured WANs

WAN Technology Study Design Deployment and Upkeep

Setup and Integration of Leased Lines Fiber RF ISDN PSTN IT Enabled Services

Department Printing / Scanning / Photostat Solution Implementation with UserAccounting

Digitization of Documents Document Management

Data and Multimedia Projection Systems

Computerized iBMS/FAS/PAS/AV/Lighting Management Systems

Biometrics and RF ID Based Identification Time Office and Access Control SystemsNetworks and Network Communication Systems

Structured LAN/WAN and VPN Connectivity over a multitude of technologies andcomplexities

Inter-Location email and chat facilities setup and implementation

Designing and Implementation of Voice over IP / Unified Communication overEnterprise Network

Audio/Video Bridges and Conferencing Systems over MPLS/Leased Lines/ISDN/RF IPNetworks

ISDN PRI Integration CUG with GSM / FCT Integration

ii. WEB SOLUTIONS

Diamond Infosystems is helping companies leapfrog into the future by creating a strongweb presence. Our web solutions are helping turn 9 to 5 business operations into 24*7revenue generating machines. Our web services and solutions include:-

Domain Registration

Domain names from DIL give you a complete web presence. Registering your domain nameswith DIL ensures you great customer service the best pricing along with a host of otherfeatures.

Website Hosting

We are one of the most competitive web service providers offering host of services forbuilding your web presence. We specialize in composite managed servers dedicatedservers dedicated hosting virtual private servers (VPS hosting) ASP. NET and LAMP webhosting solutions. We provide hosting solution for both Windows and Linux platform both.

Website Designing

Diamond Infosystems specializes in highest quality interactive websites logos andtemplates as well as ecommerce website design and also specializes in Website UserInterface Website Redesign Web 2.0 based Layout Designing HTML/CSS DIV/CSS (Table lessDesigns) and JS/DHTML.

E-Commerce Development

DIL focuses on custom Ecommerce solutions & custom web site development that fityour business challenges. Our Ecommerce initiatives improve sales performances customersatisfaction and marketing initiatives undertaken by a company

iii. APPLICATIONS

IT Enabled Services

Networking Management Solutions

The company has revived the business of hardware and networking solutions it hadexpertise of the basic reason of reviving the sector was to offer the small and mediumsector ERP customers for MICROSOFT products with one stop solutions to their hardware andnetworking needs along with the software.

Microsoft Dynamics CRM

Diamond Infosystems Ltd offers you the benefit of working with the most experiencedMicrosoft Dynamics CRM implementation team in the world. Our Microsoft Dynamics CRM teammembers have on average more than eight years of product experience.

2. AMG Division (Application Management Group) We offer the following servicesunder our AGM division:-

Enterprise Resource Planning (ERP)

Based on the experience and expertise gained on implementation and maintenance of SAPR/3 and ERP package; now the Company is equipped to take scale assignments for AS-ISTO-BE GAP Analysis Business reengineering Customization Implementation and going live.Basically this expertise and presence in the market has positioned as strategically in themarket to sell and implement the products offered by MICROSOFT India as MICROSOFTCertified Partner.

Microsoft Dynamics NAV

Diamond Infosystems offers you the benefit of working with one of the most experiencedMicrosoft Dynamics NAV implementation team which possesses more than eight years ofproduct experience. They are experts at devising back-end financial supply chainmanagement and e-commerce solutions for manufacturing and distribution environments.

SAP Business One

SAP has designed SAP Business One a business management software applicationspecifically for small and midsize businesses (SMBs) which are used by over 10000customers today. It is an affordable easy-to-use way to manage critical businessfunctions across sales distribution and financials. Diamond Infosystems offers SAPBusiness One which has enabled owners to increase profitability and achieve new levels ofcontrol.

FUTURE PROSPECTS

Your Company sustains a relentless competitive focus as the economic climate isexpected to remain challenging. Your Company will continue to deploy resources in afocused manner to secure stakeholder interest and pursue growth. The future prospectus ofthe industry is grim thus it is very important for us to sustain and venture into new andbetter areas within the IT industry to survive and make the entity profitable. As ameasure of the same it gives us immense pleasure to inform you that Diamond InfosystemsLimited would be soon opening an office in Dubai followed by South Africa and New Zealandto manage its business operations abroad.

QUALITY CONTROL

Your company's mission is to cater to the needs of its clients by providing highquality services which would strengthen the customer loyalty. In terms of quality theCompany is certified by ISO 9001-2008 which acts as a benchmark to the Company ensuringcontinued high quality services enabling customer satisfaction.

HUMAN RESOURCES

"Growth is never by mere chance it is the result of forces working together"

The employees of your company being firm believers of the cited quotation with theirloyalty dedication and hard work have nurtured Diamond Infosystems Limited resulting towhat it is today. Due to the trained and qualified personnel we are uniquely positionedto offer superior and distinctive services to our clients.

RISK MANAGEMENT

As part of the Risk Management Process during the year the Company reviewed thevarious risks and finalized mitigation plans. These were reviewed periodically by theManagement and closely monitored and reviewed the risk plans periodically.

CORPORATE GOVERNANCE

As per the requirement of in Clause 49 of the Listing Agreement (‘ListingAgreement') of the company with the Stock Exchanges for the period April 01 2016 toNovember 30 2016 and as per the relevant provisions of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (‘Listing Regulations') as referred to inRegulation 15(2) of Listing Regulations for the for the period December 01 2016 to March31 2017a detailed report on Corporate Governance is set out in this report. The Statutory

Auditors of the Company have examined the Company's Compliance in this regard and havecertified the same. As required under the SEBI Guidelines such certificate is reproducedin the Report. A separate

Management Discussion and Analysis Report on the company's performance are attached tothis report. The declaration given by the Chairman and Managing Director with regard tocompliance of Company's code of conduct by the Board members and senior management isfurnished to this report.

FIXED DEPOSITS

During the financial year 2015-16 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014

INSURANCE

All the insurable interests of our Company including inventories buildings andliabilities under legislative enactments are adequately insured.

TRANSFER TO RESERVES

Your Company proposes to transfer Rs. NIL to the general reserve. An amount ofRs. NIL is proposed to be retained in the Statement of Profit and Loss.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the Companies Act 2013 and the Articles of Association of theCompany Shri Sumit Bhatnagar (DIN 00776129) retire by rotation at the ensuing annualgeneral meeting and being eligible offers himself for re-appointment.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES:

The salient aspects covered in the Nomination and Remuneration Policy covering thepolicy on appointment and remuneration of Directors and other matters have been outlinedin the Corporate Governance Report which forms part of this Report.

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

The details of the number of Board and Audit Committee meetings of your Company are setout in the Corporate Governance Report which forms part of this Report.

DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013 read with the Schedules and SEBI (LODR) regulations 2015.

RELATED PARTY TRANSACTIONS

During the financial year 2016-17 your Company has entered into transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 read withCompanies (Specification of Definitions

Details) Rules 2014 which were in the ordinary course of business and on arms' lengthbasis and in accordance with the provisions of the Companies Act 2013 Rules issuedthereunder and SEBI (LODR) Regulations 2015. During the financial year 206-17 therewere no transactions with related parties which qualify as material transactions under theListing Agreement. The details of the related party transactions as required underAccounting Standard - 18 are set out in Notes to the financial statements forming part ofthis Annual Report. The Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 is set out as "Annexure[C]" to this Report.

LOANS GUARANTEES OR INVESTMENTS

The details of loans guarantees or investments under Section 186 of the Companies Act2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 are asfollows: A. Details of investments made by the Company as on 31st March 2017(including investments made in the previous years):

(i) Investments in equity shares:

(Rs. In Lacs)
Name of entity Amount as at 31st March 2017
Investment in Equity Shares Quoted 741.91
Investment in Equity Shares - unquote 117.28
(ii) Investment in debt instrument:
(Rs. In Lacs)
Name of entity Amount as at 31st March 2017
No New Investment -

(iii) Details of loan given by the Company are as follow:

(Rs. In Lacs)
Name of entity Amount as at 31st March 2017 Amount as at 31st March 2016
No Loans - -

B. There are no guarantees issued by your Company in accordance with Section 186 of theCompanies Act 2013 read with the Rules issued thereunder.

AUDITORS AND AUDITORS' REPORT

Auditors

At the 24th AGM of your Company M/s. V.A.D. & Co. CharteredAccountants was appointed as the Auditor to hold office till the conclusion of the 29thAGM of your Company.

AUDITORS' REPORT

The Auditors' Report to the shareholders does not contain any qualification.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed M/s D Patel & Associate CS Divyesh Patel Practicing Company Secretaryto conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexedherewith as "Annexure - [A]" to this Report. The Secretarial Audit Reportdoes not contain any qualification reservation or adverse remark.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as "Annexure[B]" to this Report.

VIGIL MECHANISM

Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors has formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177 (10) of the Companies Act 2013 andSEBI (LODR) Regulations 2015. The policy provides for a framework and process wherebyconcerns can be raised by its employees against any kind of discrimination harassmentvictimization or any other unfair practice being adopted against them. More details on thevigil mechanism and the Whistle Blower Policy of your Company have been outlined in theCorporate Governance Report which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Companies Act 2013 the Board of Directors ofthe Company at their meeting held on 30th May 2014 framed CSR Committee on therecommendations of the CSR Committee The CSR Policy outlines the CSR vision of yourCompany which is based on embedded tenets of trust fairness and care.

APPRECIATIONS

Your Directors wish to convey their gratitude and place on record their appreciationfor all the employees at all levels for their hard work solidarity cooperation anddedication during the year. The Directors also take this opportunity to thank all ClientsShareholders Vendors Bankers Government and Regulatory Authorities and Stock Exchangesfor their continued support.

By Order of the Board of Director
SD/-
S N Bhatnagar
Date: 4th September 2017 Chairman
Place: Vadodara (DIN: 01661444)

ANNEXURE C TO BOARD'S REPORT

FORM AOC 2

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

Form for disclosure of particulars of contracts/arrangements entered into by theCompany with related parties referred to in Section 188(1) of the Companies Act 2013including certain arms' length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's lengthbasis:

Sr. No. Particulars Amount in Rs.
A Name(s) of the related party and nature of relationship
B Nature of contracts / arrangements / transactions
C Duration of the contracts / arrangements / transactions
D Salient terms of the contracts or arrangements or transactions including the value if any
E Justification for entering into such contracts or arrangements or transactions NIL
F date(s) of approval by the Board
G Amount paid as advances if any
H Date on which the special resolution was passed
I Amount paid as advances if any
J Date on which (a) the special resolution was passed in general meeting as required under first proviso to Section 188 of the Companies Act 2013

2. Details of material contracts or arrangement or transactions at arm's length basis:

Rs. in lacs
Sr. No Particulars Amount in Rs.
A Name(s) of the related party and nature of relationship
Diamond Power Infrastructure Ltd 64.50
Diamond Power Transformers Ltd 13.78
Diamond Projects Ltd 2532.92
B Nature of contracts / arrangements / transactions
Diamond Power Infrastructure Ltd Supply of Hardware and ERP Service Contract
Diamond Power Transformers Ltd Supply of Hardware and ERP Service Contract
Diamond Projects Ltd Supply of Hardware and ERP Service Contract
C Duration of the contracts / arrangements / transactions Every 5 Years
D Salient terms of the contracts or arrangements or transactions including the value if any
Diamond Power Infrastructure Ltd Supply of Hardware and ERP Service Contract
Diamond Power Transformers Ltd Supply of Hardware and ERP Service Contract
Diamond Projects Ltd Supply of Hardware and ERP Service Contract
E Date(s) of approval by the Board if any Not Applicable
F Amount paid as advances if any Not Applicable

* Promoter group company