diamond power infrastructure ltd Directors report

Financial Performance and State of Affairs

During the year under review, the revenue from operations stood at Rs. 1410.76 Lacs for previous year as well. The profit before and after-tax stands at Rs. (1362.25) Lacs as compared to Rs. (25.40) Lacs during the previous year.

In accordance with the applicable provisions of the Insolvency and Bankruptcy Code 2016 (IBC Code), the Corporate Insolvency Resolution Process (CIRP) of the Company was initiated by the Financial Creditors of the Company. The Financial Creditors petition to initiated the CIRP was admitted by the National Company Law Tribunal (NCLT) on 24th August, 2018 (Insolvency Commencement Date). Pursuant to the NCLT order and approved resolution plan, 5,00,00,000 Equity Shares of Rs. 10/- each at

PAR, aggregating to Rs. 50 Crores were issued and allotted to GSEC & its affiliates on 17^th September, 2022. Further, there is a reduction of existing share capital of the company as per the approved resolution plan, to the extent of 99% of the existing listed Share Capital of the Company w.e.f. 17^th September, 2022. The Reconstituted Board (Directors) were not in office for the period to which this report primarily pertains. During the CIRP period (i.e., between 24^th August, 2018 to 20^th June, 2022) the Resolution Professional was entrusted with the management of the Company. Prior to the Insolvency Commencement date, the erstwhile Board of Directors had the oversight on the management of the affairs of the Company.

Dividend

In view of the net loss incurred during the financial year ended 31^st March, 2023, the Reconstituted Board does not recommend any dividend to the Shareholder of the Company.

Transfer to Reserves

In view of the net loss incurred during the financial year ended 31^st March, 2023, no amount has been transferred to reserve.

Subsidiaries, Joint Ventures and Associate Company:

As on 31^st March, 2023, your Company does not have any Subsidiaries. In compliance with the NCLT orders, company has provided for the various investments made by old management amounting to Rs. 11.67 crores. However, said amount was written off by giving necessary entries in books of accounts. Accordingly, there is no investment in shares of any company. Hence, company has no subsidiary and/ or associates as on end of the year 2023. A statement containing the salient features of the financial statement of Subsidiaries in Form AOC-1 as per Section 129(3) of the Companies Act, 2013 and rules made there under are not applicable.

Payments made under the Resolution Plan:

During the period under review, the company has paid the 1st Instalment of Rs. 30 Cr. to Secured Financial Creditors on 17th March, 2023, in terms of the approved Resolution plan read with National Company Law Tribunal, Ahmedabad Bench order dated 20th June, 2022.

Material developments during and post closure of financial year:

As stated above, your company was acquired by M/s GSEC Ltd in consortium with Mr. Rakeshbhai R. Shah and affiliate groups, through the Corporate Insolvency Resolution Process (CIRP) under the Insolvency & Bankruptcy Code (IBC) 2016. Pursuant to the NCLT Order and in accordance with the provisions of the Approved Resolution Plan, the following key events took place in the Company during the Financial Year 2022-23;

Corporate Governance

The Corporate Governance Report for Financial Year 2022 - 23 as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations) forms part of the Annual Report. The certificate from a practicing Company Secretary on compliance(s) with the corporate governance norms forms part of the Corporate Governance Report is attached as Annexure - A

Meetings during the year

During the period under review (17^th September, 2022 to 31^st March, 2023), Six (06) Board Meetings and Four (04) Audit Committee Meetings were held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings held was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations. Further, the composition and terms of reference of Audit Committee and other Committees are given in the Corporate Governance Report. During the year under review, all recommendations of Audit Committee were accepted by the Board.

Deposits

The Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year.

Particulars of Loans, Guarantees or investments made under section 186 of the Companies Act, 2013.

During the year under review, the Company has granted advances and made an investment under the provisions of section 186 of the Companies Act, 2013. The Company has not given any loan. The details of Loans, Guarantees and Investment made are given in the Notes to the Financial Statements, which forms part of this Report.

Annual Return

The Annual Return of the Company as on 31^st March, 2023 is available on the website of the Company i.e.www.dicabs.com pursuant to the provisions of Section 92 read with Section 134 of the Companies Act, 2013 and rules made there under.

Directors and Key Managerial Personnel

Appointment:

At the ensuing Annual General Meeting of the Company, Mr. Rakeshbhai R. Shah (DIN 0421920) and Mr. Himanshu Jayantilal Shah (DIN 0572684), Directors of the Company are liable to retire by rotation.

Mr. Omprakash Tiwari, Executive Director of the Company has submitted his resignation vide letter dated 22nd June, 2023 on the ground of his health issue and other personal reasons. The same was intimated to the stock exchanges. The Board places on record its sincere appreciations and pays rich tributes for the valuable services rendered and contributions made by Mr. Omprakash Tiwari. However, in the best interest of the Company, he has withdrawn his resignation vide letter dated 27^th July, 2023 and same was intimated to the Stock Exchange.

The following are the Whole-time Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Pursuant to applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board carried out an annual performance evaluation of the Board, its Committees, Individual Directors, Executive Director and Chairman. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Nomination and Remuneration Policy

The Board has on the recommendation of the Nomination-cum-Remuneration Committee, formulated a Nomination & Remuneration-cum-Board Diversity Policy for selection, appointment of Directors and Senior Management and their remuneration. Information about the Policy is provided in the Corporate Governance Report and the said Policy may be accessed on the Companys Website at the weblink: https://www.dicabs.com/pdf/policies-cod/Nomination-and-Remuneration-Policy.pdf.

Change in the nature of business:

Your Company is engaged in the business of manufacturer of conductor, cables and transmission towers. There has been no change in the nature of business during financial year.

Share Capital

In terms of the NCLT order dated 20^th June, 2022 and approved resolution plan, 5,00,00,000 Equity Shares of Rs. 10/- each at PAR, aggregating to Rs. 50 Crores, were issued and allotted to GSEC & its affiliates on 17^th September, 2022.

Further, there is a reduction of existing share capital of the company as per the approved resolution plan, to the extent of 99% of the existing listed Share Capital of the Company w.e.f. 17^th September, 2022. After reduction, the earlier share Capital Stands to 2697106 Equity Shares of Rs. 10 each. The Company has already received the In-principal approval of listing from National Stock Exchange Limited and BSE Limited vide their letters dated 16^th March, 2023 and 2^nd June, 2023, respectively. The Company has already commenced the process of Corporate Actions for 99% extinguishment and 1% credit of equity shares in the demat account of Shareholders.

There has been no change in the Authorized Share Capital but the existing Issued and Paid-up Share Capital (after new issue of shares to promoters and reduction of existing listed Share Capital) is 52697106 (five crore twenty-six lakhs ninety-seven thousand one hundred and six) equity shares of Rs 10/- (Rupees ten) each aggregating to Rs 52,69,71,060/- (Rupees fifty-two crores sixty-nine lakhs seventy-one thousand and sixty).

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise. b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme including Employee Stock Option Scheme. c. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees.

Significant and Material Orders passed by the Regulators or Courts:

During the period under the review, the Honorable Supreme Court vide its order dated 17^th July, 2023, has dismissed the petition filed by the company against Regional Provident Fund Commissioner Vadodara against demand of Rs. 2.42 crore vide order dated 17^th July, 2023.

Management Discussion & Analysis Report:

Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34(2)(e) of Listing Regulations is presented in a separate section forming part of the Integrated Annual Report.

Internal Financial Control Systems:

Pursuant to taking over of the operations of the Company by the new management, the Company is putting in place a framework for Internal Financial Controls, commensurate with the size, scale and complexity of the Company operations.

Risk Management:

Post acquisition, the Company is putting in place an enterprise risk management framework for identifying risks and opportunities that may have a bearing on the organizations objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy.

The Board to the best of its knowledge states that, there are at present no such risks that threaten the existence of the Company.

Implementation of Various Policies / Code of Conduct:

The newly Reconstituted Board has approved and implemented the various policies / Code of Conduct in terms of requirement of SEBI (LODR) Regulations, 2015 including other SEBI Regulations, amendments/ circulars and the Companies Act, 2013 read with applicable rules. The same are available on the website of the Company at weblink (https://www.dicabs.com/policies-code-of-conduct-and-practices.aspx)

Particular of Employees:

During the year under review, not a single employee is falling within the criteria of requisite disclosures as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and hence not required to be furnished.

Director Responsibility Statement:

Members may kindly note that, the Directors of the Reconstituted Board were not in office for the period to which this report primarily pertains. During the CIRP (i.e., between 24^th August, 2018 to 17^th September, 2022), Resolution Professional was entrusted with and responsible for the management of the affairs of the Company. The Reconstituted Board is submitting this report in compliance with the Companies Act, 2013 and Listing Regulations and the Directors, as on date, are not to be considered responsible to discharge fiduciary duties with respect to the oversight on financial and operational health of the Company and performance of the management for the period under review and also prior to the acquisition.

The Reconstituted Board of Directors have been in the office since September 17, 2022. Consequently, the Reconstituted Board has only a limited/ part of year overview of the effectiveness of the internal financial and other controls of the Company for the financial year 2022-23. Accordingly, pursuant to Section 134(5) of the Act, the Reconstituted Board of Directors, based on the knowledge/ information gained by them, about the affairs of the Company, in a limited period of time and based on understanding of the then existing processes of the Company and to the best of their knowledge state that:

A. in the preparation of the annual accounts for the year 2022-23, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; B. such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year ended March 31, 2022 under review and of the loss of the Company for that period. C. the annual accounts of the Company have been prepared on a going concern basis;

Sexual Harassment Policy:

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has already formed a committee for the same.

Auditors:

Internal Auditors:

As per the recommendation of the Audit Committee, the Board of Directors of the Company at its Meeting held on 11^th February, 2022 appointed M/s. PricewaterhouseCoopers Services, LLP, Chartered Accountants, Mumbai as Internal Auditors for conducting Internal Audit of the Company for the period from 1^st April, 2022 to 31^st March, 2023. The Internal Auditors independently evaluate the internal controls, adherence to and compliance with the procedures, guidelines and statutory requirements. The Audit Committee of Directors periodically reviews the reports of the Internal Auditors and the corrective actions if any, are taken by the Management.

Statutory Auditors:

M/s. A Yadav & Associates LLP, Chartered Accountants (FRN: 129725W/100686) were appointed as Statutory Auditors of the Company of for a period of second term from 1^st April, 2022 to 30^th September, 2023. The necessary form was also filed with the Registrar of Companies, Gujarat.

Now, the Audit Committee of the Company has proposed for the appointment of Ms. Naresh & Co., Chartered Accountants, Vadodara (FRN 106928 W) from whom the company has received consent letter dated 25^th July, 2023 expressing their willingness to be appointed for a period of five years from the date of this Annual General Meeting till the conclusion of the AGM of year 2028, FY 2023-28 and to the effect that their appointment, if made is within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for appointment. The matter is placed for consideration of members in the Notice of Annual General Meeting.

Auditors Report:

The Statutory Auditors of the Company has in general provided the following qualifications in its Audit Report, which are not specifically numbered the same. However, we are providing herewith the reply to the said qualifications.

The report of Auditors and notes forming part of the Accounts are attached along with the Annual Report.

Qualification :1.

The Company did not produce us the Statutory Registers and records as required to be maintained and kept by it under the provisions of the Companies Act, 2013.

Reply:

The Company has been admitted to undergo Corporate Insolvency Resolution Process (CIRP) vide the order of the Honble NCLT, Ahmedabad bench w. e. f. 24^TH August, 2018. The affairs of the Company are administered by the Resolution Professional, since the powers of the Board of Directors of the Company are suspended. So, the said remark is for the period from 1^st April, 2022 to 17^th September, 2022. After that the company has regularly maintaining all Statutory registers and records as per the legal requirements.

Qualification :2

The Company has not filed any forms or returns with the Registrar of Companies or Regional Director, Central Government, the Tribunal, Court or other statutory authorities like PF, ESI, labour law etc. during the year under review.

Reply:

The Company has been admitted to undergo Corporate Insolvency Resolution Process (CIRP) vide the order of the Honble NCLT, Ahmedabad bench w. e. f. 24^th August, 2018. The affairs of the Company are administered by the Resolution Professional, since the powers of the Board of Directors of the Company are suspended. So the said remark is for the period from 1^st April, 2022 to 17^th September, 2022. After that the company has regularly filed the necessary forms, documents, etc. with the necessary Government authorities.

Qualification :3

The company has not complied with Ind AS 19, with respect to employee benefits. Actuarial valuation certificate has not been obtained for gratuity and other post-employment benefits.

Reply:

The Company has been admitted to undergo Corporate Insolvency Resolution Process (CIRP) vide the order of the Honble NCLT, Ahmedabad bench w. e. f. 24^th August, 2018. The affairs of the Company are administered by the Resolution Professional, since the powers of the Board of Directors of the Company are suspended. As per approved resolution plan, the Company has provided payment of Old employees dues and all unclaimed statutory payments unpaid up to trigger date were written off in compliance with approved resolution plan. Therefore, no employees dues are payable as on date of reporting period. We are in the process of getting the Actuarial Valuation of Gratuity and Leave Encashment for current financial year.

Qualification :4

Internal Audit Report were not available for the full year of operations, so we are not able to give our comments on internal control in the company.

Reply:

The Company has been admitted to undergo Corporate Insolvency Resolution Process (CIRP) vide the order of the Honble NCLT, Ahmedabad bench w. e. f. 24^th August, 2018. The affairs of the Company are administered by the Resolution Professional, since the powers of the Board of Directors of the Company are suspended. The new management of the Company/ Audit Committee has appointed M/s. Pricewaterhouse Coopers Services LLP (‘PwC) as the Internal Auditors of the Company with effect from 11^th February, 2023 for undertaking the Internal audit work of FY 2022-23 and the first Internal Auditor report was presented by them before the Audit Committee at its meeting held on 29^th July, 2023.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, CS Anish B. Shah, A. Shah & Associates, were appointed as the Secretarial Auditors of the Company to conduct the Secretarial Audit for the year ended 31 March 2023.

The Secretarial Audit Report (MR-3) for the Financial Year ended 31 March 2023, is set out in Annexure- B to this report. The Qualifications stated in the Secretarial Audit Report are Self-explanatory.

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Tarun Sukhwani, Practicing Company Secretaries, Vadodara to undertake the Secretarial Audit of the Company for the year 2023-24.

Cost Auditors and Cost Audit Records:

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain the Cost Records and Cost Accounts. Hence, the appointment of Cost Auditors is not applicable to the Company.

Particulars of contracts or arrangements with related parties referred to in Sub-Section (1) of Section 188 of the Companies Act, 2013:

The Audit Committee of Directors at its Meeting held on 11th February, 2023 has accorded omnibus approval to execute transactions with related parties up to the value of Rs. 140.20 Crore. (Including the transaction values of Rs. 100 cr. as per the approved resolution plan of NCLT) During the Financial Year, the transactions entered into by the Company with Related Parties were in the ordinary course of business at arms length price and/or within the omnibus approval granted by the Audit Committee. The Company has not entered into contracts / arrangements / transactions with Related Parties which could be considered material in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and the Policy of the Company on Related Party Transactions. Since, all the contracts / arrangements / transactions with Related Parties during the year were in the ordinary course of business and/or the same were at arms length as well as under the special omnibus approval route and not being material transaction as defined under the Act / Rules, disclosure in Form AOC-2 under Section 134

(3)

(h) of the Act read with Rule 8

(2) of the Companies (Accounts) Rules, 2014 is not required.

In lines with amendments in the Listing Regulations, the Policy on Related Party Transactions and Material Subsidiaries Policy was amended and approved by the Board of Directors during the Financial Year. The said Policies may be accessed on the Companys Website at the weblink: https://www.dicabs.com/pdf/policies-cod/Related-Party-Transactions-Policy.pdf

Your directors draw attention of the Members to Note No. 33 to the Financial Statements which sets out Related Party disclosures

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo:

Information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in the Annexure - C to this report.

Code of Conduct and business Ethics:

The Company has adopted a code of conduct for prevention of Insider Trading and Business Ethics for Directors and Senior Management Personnel of the Company, as per Regulation 17 of SEBI (LODR) Regulations, 2015.

Whistle Blower Policy:

The Company has formulated a Vigil Mechanism-cum-Whistle Blower Policy (“Policy”) as per the requirements of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations. The Policy is applicable to all Directors and Employees of the Company. As per the Policy, a whistle blower can make protected disclosures to the Chairman of the Audit Committee. During the Financial Year 2022-23, no unethical and/or improper practice or any other wrongful conduct in the Company by any person was reported under the said Policy. The said policy can be accessed on the website of the Company at weblink: https://www.dicabs.com/pdf/policies-cod/Policy-on-Vigil-Mechanism-Whistle-Blower.pdf

Familiarization Programme of Independent Directors:

In compliance with the requirement of SEBI (LODR) Requirements 2015, the Company has put in place a familiarization program for Independent Directors to familiarize them with their roles, rights and responsibilities as Directors, the operations of the Company, business overview etc. The details of the familiarization program is available on the website of the company.

Declaration of Independent Directors:

All the Independent Directors have given their declaration to the Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013 and complied with the code for Independent Directors prescribed in schedule IV of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. They have further declared that they are not debarred or disqualified from being appointed or continuing as directors of companies by the SEBI / Ministry of Corporate Affairs or any such statutory authority. In the opinion of Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience including the proficiency.

All the Independent Directors of the company are registered with the Indian Institute of Corporate Affairs (IICA) as notified by the Central Government under Section 150(1) of the Companies Act, 2013.

The terms and conditions of the appointment of Independent Directors have been disclosed on the website of the Company and weblink of the same is https://www.dicabs.com/pdf/policies-cod/terms-conditions-of-appointment-of-independent-directors.pdf

Website of your company:

Your Company maintains a website www.dicabs.com where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 has been provided.

Insurance:

The Companys plant, property, equipment and stocks are adequately insured against major risks. The Company has also taken Directors and Officers Liability Insurance Policy to provide coverage against liability arising on them.

Listing with Stock Exchanges:

Your Company is listed with the BSE Limited and National Stock Exchange of India Limited and the Company has paid the annual listing fees for the financial year 2023 24 to both the Stock Exchange.

Audit Committee:

The Company has an Audit Committee as per Section 177 of the Companies Act, 2013 read with the rules framed thereunder and Regulation 18 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The details of composition of Audit Committee and other details relating to the same are given in the Report of Corporate Governance forming part of this Report. During the Financial Year 2022-23, there has been no instance where the Board has not accepted the recommendations of the Audit Committee. There was no instance of fraud during the year under review.

Corporate Social Responsibility:

As per section 135 of the Companies Act, 2013, the Company is not required to undertake any CSR activities for the financial year 2022-23 and accordingly information required to be provided under Section 134 (3) (o) of the Companies Act, 2013 read with the Rule 9 of the Companies (Accounts) Rules, 2014 in relation to disclosure about Corporate Social Responsibility are currently not applicable to the Company.

General Disclosure

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: a. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees. b. Issue of sweat equity shares. c. Issue of equity shares with differential rights as dividend, voting or otherwise. d. Issue of employee stock options scheme. e. There was no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year. However, the Company was admitted in Corporate Insolvency Resolution Process (CIRP) on 24th August, 2018. The Honble NCLT, Ahmedabad bench, vide its order dated 20th June, 2022 approved the Resolution Plan submitted by the Successful Resolution Applicant. f. There has been no instance of valuation done for settlement or for taking loan from the Banks or Financial Institutions

Acknowledgement:

Your directors wish to thank the Companys customers, vendors, suppliers and investors for their continuous support. The Directors also thank the Banks, Financial Institutions, shareholders, Stock Exchanges and concerned Government departments and agencies for their continued support.

Your directors wish to place on record their deep sense of appreciation and gratitude to the Companys employees for their hard work, co-operation and support.