Diamond Infosystems Ltd Directors Report.

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

* Promoter group company