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Diamond Infosystems Ltd.

BSE: 530801 Sector: IT
NSE: N.A. ISIN Code: INE280D01022
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OPEN 1.68
PREVIOUS CLOSE 1.68
VOLUME 1000
52-Week high 3.23
52-Week low 1.37
P/E
Mkt Cap.(Rs cr) 68
Buy Price 1.60
Buy Qty 500.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.68
CLOSE 1.68
VOLUME 1000
52-Week high 3.23
52-Week low 1.37
P/E
Mkt Cap.(Rs cr) 68
Buy Price 1.60
Buy Qty 500.00
Sell Price 0.00
Sell Qty 0.00

Diamond Infosystems Ltd. (DIAMONDINFOSYS) - Director Report

Company director report

Your Directors take pleasure in presenting the Twenty Second Annual Report and AuditedAccounts of the Company for the financial year ended March 31 2015.

RESULTS FROM OPERATION

(Rs. In lacs)

PARTICULARS 2014-15 2013-14
(Rs.) (Rs.)
GROSS TOTAL INCOME 29850.97 27899.70
GROSS TOTAL EXPENCES 29777.70 27701.37
PROFIT /(LOSS) BEFORE INTEREST DEPRECIATION TAX AND AMORTIZATION. 73.27 198.33
(Less): Depreciation & Amortization 9.36 7.01
(Less): Finance Charges 32.40 21.29
PROFIT BEFORE TAXATION: 31.51 170.03
(Less): - Provision For Taxation 8.50 36.00
(Less): - Current tax Exp relating to Previous 12.86 0.00
(Less): - Deferred Tax 0.00 0.21
NET PROFIT/(LOSS) FOR THE YEAR 10.15 133.82
(Less): Balance Brought Forward from
Previous year
BALANCE CARRIED FORWARD TO BALANCE SHEET - -
Earnings Per Share 0.17 2.27

DEPOSITS

The Company has not accepted any deposits during the year within the meaning of theCompanies (Acceptance of Deposits) Rules 1975.

REVOCATION OF SUSPENSION OF LISTING

It gives us immense pleasure to inform our valued and loyal shareholders that yourCompany’s scrip which was suspended by Bombay Stock Exchange (BSE) in 2002 due topenal provisions is re-listed on the Bombay Stock Exchange again.

CURRENT OPERATIONS

“In today’s rapidly changing business scenario information is the power topropel ahead.”

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 Info systems Limited a group company of Diamond Power is amongst the fastestupcoming and growing services BPO and Product Engineering companies.

The operations of the Company now can be classified into following 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:

• System Integration

• Hardware sales & services

DIL offers a large and varied set of product sales and services including a full rangeof hardware solutions from entry level PCs/Notebooks to high-end servers for the needs ofCorporate Small Business and Home customers. We also provide/sell various hardwaredevices from various business alliances like DELL HCL Intel HP IBM Toshiba to name afew.

• Network Integration

Our Network Integration solutions and services ensure that your communication networksdeliver the performance your business relies on. Our Network Integration solutions andservices ensure that your communication networks deliver the performance your businessrelies on.

• Peripheral Sales & Services

DIL also provides peripheral sales and services from various partners with competitivemarket rates and enables quick after sales service.

• System Maintenance & Up gradation

DIL has a very prompt customer helpdesk for quick reporting and on-phone guidance. Itis also equipped with latest debugging tools & equipment.

• Web Solutions

• Diamond Infosystems is helping companies leapfrog into the future by creating astrong web presence. Our web solutions are helping turn 9 to 5 business operations into24*7 revenue 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 Re-design Web 2.0 based Layout Designing HTML/CSS DIV/CSS (Tableless Designs) 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

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 services under 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-IS TO-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 of the industry is grim thus it is very important for us tosustain and venture into new and better areas within the IT industry to survive and makethe entity profitable. As a measure of the same it gives us immense pleasure to informyou that Diamond Infosystems Limited would be soon opening an office in Dubai followed bySouth Africa and New Zealand to manage its business operations abroad.

DIRECTORS RETIRING BY ROTATION

In accordance with the Companies Act 2013 and the Articles of Association of theCompany Shri Suresh Bhatnagar (DIN 01661444) retire by rotation at the ensuing annualgeneral meeting and being eligible offers himself from re-appointment.

DIVIDEND

Looking into the long term interest of the Company your Directors have not recommendedany dividend for the financial year ended on 31st March 2015.

FIXED DEPOSITS

During the financial year 2014-15 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.

PERSONNEL

“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.

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.

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 Clause 49 of the Listing Agreement entered into with the BSELimited a detailed report on Corporate Governance is set out in this report. The StatutoryAuditors of the Company have examined the Company’s Compliance in this regard andhave certified the same. As required under the SEBI Guidelines such certificate isreproduced in the Report. A separate Management Discussion and Analysis Report on thecompany’s performance are attached to this report.

The declaration given by the Managing Director and Joint Managing Director with regardto compliance of Company’s code of conduct by the Board members and senior managementis furnished to this report.

TRANSFER TO RESERVES

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

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 Rules issued thereunder as well as Clause49 of the Listing Agreement.

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 31stMarch2015 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 2015 and ofthe profit and loss of the Company for the financial year ended 31stMarch2015;

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.

AUDITORS AND AUDITORS’ REPORT Auditors

At the 22nd AGM of your Company M/s. Vijay N. Tewar & Co. CharteredAccountants (Firm Registration No. 111422W) was appointed as the Auditor to hold officetill the conclusion of the 23rd AGM of your Company. The Companies Act 2013has introduced the concept of rotation of auditors as well as audit firms. It states thatin case of listed companies it would be mandatory to rotate auditors every five years incase of the appointment of an individual as an auditor and every 10 years in case of theappointment of an audit firm with a uniform cooling off period of five years in both thecases. The Act has allowed a transition period of three years for complying with therequirements of the rotation of auditors. Further the 2013 Act also grants an option toshareholders to further require rotation of the audit partner and staff at such intervalsas they may choose.

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]” oes not contain any qualification reservation oradverse 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.

RELATED PARTY TRANSACTIONS

During the financial year 2014-15 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 ordinarycourse of business and on arms’ length basis and in accordance with the provisions ofthe Companies Act 2013 Rules issued thereunder and Clause 49 of the Listing Agreement.During the financial year 2014-15 there were no transactions with related parties whichqualify as material transactions under the Listing Agreement.

The details of the related party transactions as required under Accounting Standard -18 are set out in Notes to the financial statements forming part of this Annual Report.

The Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act 2013 read withRule 8(2) of the Companies (Accounts) Rules 2014 is set out as “Annexure [C]”to this Report.

LOANS AND INVESTMENTS

The details of loans guarantees and investments under Section 186 of the CompaniesAct 2013 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 2015 (includinginvestments made in the previous years):

(i) Investments in equity shares:

Rs. In Lacs
Name of entity Amount as at 31st March 2015
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 2015
No New Investment

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

Name of entity Amount as at 31st March 2014 Amount as at 31st March 2015
Madhurilata Bhatnagar 4.88 4.88
Mona Bhatnagar 6.84 6.84
Richa Bhatnagar 6.79 6.79
Mayfair Spaces Ltd 0.07 0.07
Diamond EHV Conductor 0.03 0.03
Diamond Power Infrastructure Ltd 131.68 131.68

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

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 andClause 49 of the Listing Agreement. The policy provides for a framework and processwhereby concerns can be raised by its employees against any kind of discriminationharassment victimization or any other unfair practice being adopted against them. Moredetails on the vigil mechanism and the Whistle Blower Policy of your Company have beenoutlined in the Corporate 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 onthe recommendations of the CSR Committee. The CSR Policy outlines the CSR vision of yourCompany which is based on embedded tenets of trust fairness and care.

APPRECIATION

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. Your Directors sincerely convey their appreciation tocustomers shareholders vendors bankers business associates regulatory and governmentauthorities for their continued support.

By Order of the Board
S N Bhatnagar
Chairman Date: 14th August 2015
Place: Vadodara
Registered Office:
Essen Info Park 5/9-10 BIDC GORWA
Vadodara-390016
(Gujarat) India.