Your Companys Directors have pleasure in presenting the 24thAnnual Report
along with the Audited Accounts of your Company for the financial year ended 31st
March, 2017.
FINANCIAL PERFORMANCE:
|
|
(Rs. In lacs) |
| PARTICULARS |
2016-17 |
2015-16 |
| Gross Total Income |
30066.85 |
29,545.81 |
| Gross Total Expenses |
30022.69 |
29,452.15 |
| 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 Company
has prepared under IND AS (Indian Accounting Standards). The financial statements for the
year ended 31st March, 2016 have been restated in accordance with IND AS for comparative
information.
DIVIDEND
Looking into the long term interest of the Company, your Directors have not recommended
any 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 31stMarch,
2016, the applicable accounting standards and Schedule III of the Companies Act, 2013,
have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of your Company as at 31stMarch, 2017 and of
the profit and loss of the Company for the financial year ended 31st March,
2017;
c) proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets 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 the
Company and that such internal financial controls are adequate and were operating
effectively; and
f) proper systems to ensure compliance with the provisions of all applicable laws were
in place and that such systems were adequate and operating effectively.
PERFORMANCE OF BUSINESS AND CATEGORIES
"In todays rapidly changing business scenario, information is the power to propel
ahead."
Today with the advancement of science and technology, information is growing not merely
by bytes but by terabytes and dealing with such voluminous information is a huge challenge
for businesses to make quick and speedy decisions. Diamond Infosystems Limited, a group
company of Diamond Power, is amongst the fastest upcoming 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 to
offer under the following heads:-
i. SYSTEM INTEGRATION
DIL can get involved in selection, sourcing, installation and deployment of all kinds
of IT equipment. This can range from desktop and laptop computers, printers and
peripherals, communication equipment like EPABX, set up of your office LANs, WANs and also
execute 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 User
Accounting
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 Systems
Networks and Network Communication Systems
Structured LAN/WAN and VPN Connectivity over a multitude of technologies and
complexities
Inter-Location email and chat facilities setup and implementation
Designing and Implementation of Voice over IP / Unified Communication over
Enterprise Network
Audio/Video Bridges and Conferencing Systems over MPLS/Leased Lines/ISDN/RF IP
Networks
ISDN PRI Integration, CUG with GSM / FCT Integration
ii. WEB SOLUTIONS
Diamond Infosystems is helping companies leapfrog into the future by creating a strong
web presence. Our web solutions are helping turn 9 to 5 business operations into 24*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 names
with DIL ensures you great customer service, the best pricing along with a host of other
features.
Website Hosting
We are one of the most competitive web service providers offering host of services for
building your web presence. We specialize in composite, managed servers, dedicated
servers, dedicated hosting, virtual private servers (VPS hosting), ASP. NET and LAMP web
hosting solutions. We provide hosting solution for both Windows and Linux platform both.
Website Designing
Diamond Infosystems specializes in highest quality interactive websites, logos, and
templates as well as ecommerce website design and also specializes in Website User
Interface, Website Redesign, Web 2.0 based Layout Designing, HTML/CSS, DIV/CSS (Table less
Designs) and JS/DHTML.
E-Commerce Development
DIL focuses on custom Ecommerce solutions & custom web site development that fit
your business challenges. Our Ecommerce initiatives improve sales performances, customer
satisfaction 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 had
expertise of, the basic reason of reviving the sector was to offer the small and medium
sector ERP customers for MICROSOFT products with one stop solutions to their hardware and
networking needs along with the software.
Microsoft Dynamics CRM
Diamond Infosystems Ltd offers you the benefit of working with the most experienced
Microsoft Dynamics CRM implementation team in the world. Our Microsoft Dynamics CRM team
members 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 SAP,
R/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 the
market to sell and implement the products offered by MICROSOFT India as MICROSOFT
Certified Partner.
Microsoft Dynamics NAV
Diamond Infosystems offers you the benefit of working with one of the most experienced
Microsoft Dynamics NAV implementation team which possesses more than eight years of
product experience. They are experts at devising back-end financial, supply chain
management, and e-commerce solutions for manufacturing and distribution environments.
SAP Business One
SAP has designed SAP Business One, a business management software application,
specifically for small and midsize businesses (SMBs) which are used by over 10,000
customers today. It is an affordable, easy-to-use way to manage critical business
functions across sales, distribution, and financials. Diamond Infosystems offers SAP
Business One, which has enabled owners to increase profitability and achieve new levels of
control.
FUTURE PROSPECTS
Your Company sustains a relentless competitive focus as the economic climate is
expected to remain challenging. Your Company will continue to deploy resources in a
focused manner to secure stakeholder interest and pursue growth. The future prospectus of
the industry is grim thus it is very important for us to sustain and venture into new and
better areas within the IT industry to survive and make the entity profitable. As a
measure of the same, it gives us immense pleasure to inform you that Diamond Infosystems
Limited would be soon opening an office in Dubai followed by South Africa and New Zealand
to manage its business operations abroad.
QUALITY CONTROL
Your companys mission is to cater to the needs of its clients by providing high
quality services which would strengthen the customer loyalty. In terms of quality, the
Company is certified by ISO 9001-2008 which acts as a benchmark to the Company ensuring
continued 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 their
loyalty, dedication and hard work have nurtured Diamond Infosystems Limited resulting to
what it is today. Due to the trained and qualified personnel, we are uniquely positioned
to offer superior and distinctive services to our clients.
RISK MANAGEMENT
As part of the Risk Management Process, during the year, the Company reviewed the
various risks and finalized mitigation plans. These were reviewed periodically by the
Management and closely monitored and reviewed the risk plans periodically.
CORPORATE GOVERNANCE
As per the requirement of in Clause 49 of the Listing Agreement (‘Listing
Agreement) of the company with the Stock Exchanges for the period April 01, 2016 to
November 30, 2016 and as per the relevant provisions of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (‘Listing Regulations) as referred to in
Regulation 15(2) of Listing Regulations for the for the period December 01, 2016 to March
31, 2017a detailed report on Corporate Governance is set out in this report. The Statutory
Auditors of the Company have examined the Companys Compliance in this regard and have
certified the same. As required under the SEBI Guidelines, such certificate is reproduced
in the Report. A separate
Management Discussion and Analysis Report on the companys performance are attached to
this report. The declaration given by the Chairman and Managing Director with regard to
compliance of Companys code of conduct by the Board members and senior management is
furnished to this report.
FIXED DEPOSITS
During the financial year 2015-16, your Company has not accepted any deposit within the
meaning 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 and
liabilities under legislative enactments are adequately insured.
TRANSFER TO RESERVES
Your Company proposes to transfer Rs. NIL to the general reserve. An amount of
Rs. 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 the
Company Shri Sumit Bhatnagar (DIN 00776129) retire by rotation at the ensuing annual
general meeting and being eligible offers himself for re-appointment.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
PARTICULARS OF EMPLOYEES:
The salient aspects covered in the Nomination and Remuneration Policy, covering the
policy on appointment and remuneration of Directors and other matters have been outlined
in 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 set
out in the Corporate Governance Report which forms part of this Report.
DECLARATION OF INDEPENDENCE
Your Company has received declarations from all the Independent Directors confirming
that they meet the criteria of independence as prescribed under the provisions of
Companies 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 with
related parties as defined under Section 2(76) of the Companies Act, 2013 read with
Companies (Specification of Definitions
Details) Rules, 2014, which were in the ordinary course of business and on arms length
basis and in accordance with the provisions of the Companies Act, 2013, Rules issued
thereunder and SEBI (LODR), Regulations, 2015. During the financial year 206-17, there
were no transactions with related parties which qualify 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 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 Act,
2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as
follows: 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 the
Companies 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., Chartered
Accountants was appointed as the Auditor to hold office till the conclusion of the 29th
AGM 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 the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company
has appointed M/s D Patel & Associate, CS Divyesh Patel, Practicing Company Secretary
to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed
herewith as "Annexure - [A]" to this Report. The Secretarial Audit Report
does 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 in
accordance 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 business
conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which
is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and
SEBI (LODR), Regulations, 2015. The policy provides for a framework and process whereby
concerns can be raised by its employees against any kind of discrimination, harassment,
victimization or any other unfair practice being adopted against them. More details on the
vigil mechanism and the Whistle Blower Policy of your Company have been outlined 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 of
the Company at their meeting held on 30th May, 2014 framed CSR Committee on the
recommendations of the CSR Committee The CSR Policy outlines the CSR vision of your
Company which is based on embedded tenets of trust, fairness and care.
APPRECIATIONS
Your Directors wish to convey their gratitude and place on record their appreciation
for all the employees at all levels for their hard work, solidarity, cooperation and
dedication during the year. The Directors also take this opportunity to thank all Clients,
Shareholders, Vendors, Bankers, Government and Regulatory Authorities and Stock Exchanges
for 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 BOARDS REPORT
FORM AOC 2
(Pursuant to Clause(h) of sub-section (3) of section 134 of Companies Act, 2013 read
with Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the
Company with related parties referred to in Section 188(1) of the Companies Act, 2013
including certain arms length transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arms length
basis:
| 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 arms 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 |
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