Mar 31, 2016
DIRECTORS REPORT
The Directors take pleasure in presenting the Twenty Third Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2016.
RESULTS FROM OPERATION
(Rs. In lacs)
PARTICULARS |
2015-16 (Rs.) |
2014-15 (Rs.) |
GROSS TOTAL INCOME |
29,545.81 |
29,850.97 |
GROSS TOTAL EXPENCES |
29,452.15 |
29,777.70 |
PROFIT /(LOSS) BEFORE INTEREST,DEPRECIATION,TAX AND AMORTIZATION. |
93.66 |
73.27 |
(Less): Depreciation & Amortization (Less): Finance Charges |
3.13 44.39 |
9.36 32.40 |
PROFIT BEFORE TAXATION: |
46.14 |
31.51 |
(Less): - Provision For Taxation (Less): - Current tax Exp relating to Previous (Less): - Deferred Tax |
15.00 7.49 |
8.50 12.86 |
NET PROFIT/(LOSS) FOR THE YEAR |
23.65 |
10.15 |
(Less): Balance Brought Forward from Previous year |
||
BALANCE CARRIED FORWARD TO BALANCE SHEET |
23.65 |
10.15 |
Earnings Per Share |
0.30 |
0.17 |
DEPOSITS
The Company has not accepted any deposits during the year within the meaning of the Companies (Acceptance of Deposits) Rules, 1975.
CURRENT OPERATIONS
âIn todayâs rapidly changing business scenario, information is the power to propel ahead.â
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 Info systems 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 Info systems has a wide array of products and services to offer under the following heads:-
i. SYSTEM INTEGRATION
- Hardware sales & services
DIL offers a large and varied set of product sales and services including a full range of hardware solutions from entry level PCs/Notebooks to high-end servers for the needs of Corporate, Small Business and Home customers. We also provide/sell various hardware devices from various business alliances like DELL, HCL, Intel, HP, IBM, Toshiba to name a few.
- Network Integration
Our Network Integration solutions and services ensure that your communication networks deliver the performance your business relies on. Our Network Integration solutions and services ensure that your communication networks deliver the performance your business relies on.
- Peripheral Sales & Services
DIL also provides peripheral sales and services from various partners with competitive market 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. It is also equipped with latest debugging tools & equipment.
ii. WEB SOLUTIONS
- Diamond Info systems 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 Info systems specializes in highest quality interactive websites, logos, and templates as well as ecommerce website design and also specializes in Website User Interface, Website Re-design, 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 Info systems 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 Info systems 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 Info systems 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 Info systems Limited would be soon opening an office in Dubai followed by South 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 the Company Shri Sumit Bhatnagar (DIN 00776129) retire by rotation at the ensuing annual general meeting and being eligible offers himself from re-appointment.
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, 2016.
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.
PERSONNEL
âGrowth is never by mere chance, it is the result of forces working togetherâ
The employees of your company being firm believers of the cited quotation with their loyalty, dedication and hard work have nurtured Diamond Info systems 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.
QUALITY CONTROL
Your companyâs 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.
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 (âListing Agreementâ) of the company with the Stock Exchanges for the period April 01, 2015 to November 30, 2015 and as per the relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) as referred to in Regulation 15(2) of Listing Regulations for the for the period December 01, 2015 to March 31, 2016 a detailed report on Corporate Governance is set out in this report. The Statutory Auditors of the Company have examined the Companyâs 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 companyâs performance are attached to this report.
The declaration given by the Chairman and Managing Director with regard to compliance of Companyâs code of conduct by the Board members and senior management is furnished to this report.
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.
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.
DIRECTORSâ 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, 2016 and of the profit and loss of the Company for the financial year ended 31stMarch, 2016;
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 âgoing concernâ 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.
AUDITORS AND AUDITORSâ REPORT Auditors
At the 23rd AGM of your Company, M/s. Vijay N. Tewar & Co., Chartered Accountants (Firm Registration No. 111422W) was appointed as the Auditor to hold office till the conclusion of the 24th AGM of your Company. The Companies Act, 2013 has introduced the concept of rotation of auditors as well as audit firms. It states that in case of listed companies, it would be mandatory to rotate auditors every five years in case of the appointment of an individual as an auditor and every 10 years in case of the appointment of an audit firm with a uniform cooling off period of five years in both the cases. The Act has allowed a transition period of three years for complying with the requirements of the rotation of auditors. Further, the 2013 Act also grants an option to shareholders to further require rotation of the audit partner and staff at such intervals as they may choose.
AUDITORSâ REPORT
The Auditorsâ 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 âAnnexure - [A]â 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 âAnnexure [B]â to this Report.
RELATED PARTY TRANSACTIONS
During the financial year 2015-16, 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 armsâ length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued there under and SEBI (LODR), Regulations, 2015. During the financial year 2015-16, 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 âAnnexure [C]â to this Report.
LOANS AND INVESTMENTS
The details of loans, guarantees and 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, 2016 (including investments made in the previous years):
(i) Investments in equity shares:
(Rs. In Lacs)
Name of entity |
Amount as at 31st |
March, 2016 |
|
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, 2016 |
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, 2016 |
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 Power Infrastructure Ltd |
131.68 |
131.68 |
B. There are no guarantees issued by your Company in accordance with Section 186 of the Companies Act, 2013 read with the Rules issued there under.
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.
APPRECIATION
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. Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.
By Order of the Board,
Sd/-
Date: 10th August, 2016 S N Bhatnagar
Place: Vadodara
Chairman Registered Office:
Essen Info Park 5/9-10 BIDC Gorwa,
Vadodara-390016, (Gujarat) India
Mar 31, 2015
Dear members,
The Directors take pleasure in presenting the Twenty Second Annual
Report and Audited Accounts of the Company for the financial year
ended March 31, 2015.
RESULTS FROM OPERATION
(Rs. In lacs)
2014-15 2013-14
PARTICULARS (Rs.) (Rs.)
GROSS TOTAL INCOME 29850.97 27899.70
GROSS TOTAL EXPENSES 29777.70 27701.37
PROFIT /(LOSS) BEFORE INTEREST,
DEPRECIATION,TAX 73.27 198.33
AND AMORTIZATION
(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 the Companies (Acceptance of Deposits) Rules, 1975.
REVOCATION OF SUSPENSION OF LISTING
It gives us immense pleasure to inform our valued and loyal
shareholders that your Company's scrip which was suspended by Bombay
Stock Exchange (BSE) in 2002 due to penal provisions is re-listed on
the Bombay Stock Exchange again.
CURRENT OPERATIONS
"In today's 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:>
System Integration
S Hardware sales & services
DIL offers a large and varied set of product sales and services
including a full range of hardware solutions from entry level
PCs/Notebooks to high-end servers for the needs of Corporate, Small
Business and Home customers. We also provide/sell various hardware
devices from various business alliances like DELL, HCL, Intel, HP,
IBM, Toshiba to name a few.
S Network Integration
Our Network Integration solutions and services ensure that your
communication networks deliver the performance your business relies
on. Our Network Integration solutions and services ensure that your
communication networks deliver the performance your business relies
on.
S Peripheral Sales & Services
DIL also provides peripheral sales and services from various partners
with competitive market rates and enables quick after sales service.
S System Maintenance & Up gradation
DIL has a very prompt customer helpdesk for quick reporting and
on-phone guidance. It is also equipped with latest debugging tools &
equipment.
> Web Solutions
S 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:-
S 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.
S 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.
S Website Designing
Diamond Infosystems specializes in highest quality interactive
websites, logos, and templates as well as e-commerce website design
and also specializes in Website User Interface, Website Re-design, Web
2.0 based Layout Designing, HTML/CSS, DIV/CSS (Table less Designs) and
JS/DHTML.
S E-Commerce Development
DIL focuses on custom E-commerce solutions & custom web site
development that fit your business challenges. Our E-commerce
initiatives improve sales performances, customer satisfaction and
marketing initiatives undertaken by a company
Applications
> IT Enabled Services
S 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.
S 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.
DIRECTORS RETIRING BY ROTATION
In accordance with the Companies Act, 2013 and the Articles of
Association of the Company Shri Suresh Bhatnagar (DIN 01661444) retire
by rotation at the ensuing annual general meeting and being eligible
offers himself from re-appointment.
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, 2015.
FIXED DEPOSITS
During the financial year 2014-15, 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.
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 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.
QUALITY CONTROL
Your company's 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.
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 Clause 49 of the Listing Agreement entered
into with the BSE Limited a 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 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 company's performance are attached to this
report.
The declaration given by the Managing Director and Joint Managing
Director with regard to compliance of Company's code of conduct by
the Board members and senior management is furnished to this report.
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.
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 Rules issued thereunder as well as Clause 49 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 31stMarch, 2015, 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, 2015 and of the profit and loss of
the Company for the financial year ended 31stMarch, 2015;
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 Âgoing 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.
AUDITORS AND AUDITORS' REPORT Auditors
At the 22nd AGM of your Company, M/s. Vijay N. Tewar & Co., Chartered
Accountants (Firm Registration No. 111422W) was appointed as the
Auditor to hold office till the conclusion of the 23rd AGM of your
Company. The Companies Act, 2013 has introduced the concept of
rotation of auditors as well as audit firms. It states that in case of
listed companies, it would be mandatory to rotate auditors every five
years in case of the appointment of an individual as an auditor and
every 10 years in case of the appointment of an audit firm with a
uniform cooling off period of five years in both the cases. The Act
has allowed a transition period of three years for complying with the
requirements of the rotation of auditors. Further, the 2013 Act also
grants an option to shareholders to further require rotation of the
audit partner and staff at such intervals as 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 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]" ies 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.
RELATED PARTY TRANSACTIONS
During the financial year 2014-15, 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
Clause 49 of the Listing Agreement. During the financial year 2014-15,
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 AND INVESTMENTS
The details of loans, guarantees and 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, 2015
(including investments made in the previous years):
(i) Investments in equity shares:
C. There are no guarantees issued by your Company in accordance with
Section 186 of the Companies Act, 2013 read with the Rules issued
thereunder.
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 Clause
49 of the Listing Agreement. 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.
APPRECIATION
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. Your
Directors sincerely convey their appreciation to customers,
shareholders, vendors, bankers, business associates, regulatory and
government authorities 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.
Mar 31, 2014
Dear members,
The Directors take pleasure in presenting the Twentieth Annual Report
and Audited Accounts of the Company for the financial year ended March
31, 2014.
RESULTS FROM OPERATION
(Rs. In lacs)
PARTICULARS 2013-14 2012-13
(Rs.) (Rs.)
GROSS TOTAL INCOME 27899.70 28803.20
GROSS TOTAL EXPENSES 27701.37 28508.72
PROFIT /(LOSS) BEFORE
INTEREST,DEPRECIATION,TAX AND 198.33 294.48
AMORTIZATION.
(Less): Depreciation & Amortization 7.01 7.66
(Less): Finance Charges 21.29 17.21
PROFIT BEFORE TAXATION: 170.03 269.61
(Less): - Provision For Taxation 36.00 45.00
(Less): - Fringe Benefit Tax 0.21 0.52
NET PROFIT/(LOSS) FOR THE YEAR 133.82 224.09
(Less): Balance Brought Forward from _ _
Previous year
BALANCE CARRIED FORWARD TO BALANCE
SHEET - -
Earnings Per Share 2.27 3.81
DEPOSITS
The Company has not accepted any deposits during the year within the
meaning of the Companies (Acceptance of Deposits) Rules, 1975.
REVOCATION OF SUSPENSION OF LISTING
It gives us immense pleasure to inform our valued and loyal
shareholders that your Company''s scrip which was suspended by Bombay
Stock Exchange (BSE) in 2002 due to penal provisions is re-listed on
the Bombay Stock Exchange again.
CURRENT OPERATIONS
"In today''s 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:-
* System Integration
- Hardware sales & services
DIL offers a large and varied set of product sales and services
including a full range of hardware solutions from entry level
PCs/Notebooks to high-end servers for the needs of Corporate, Small
Business and Home customers. We also provide/sell various hardware
devices from various business alliances like DELL, HCL, Intel, HP, IBM,
Toshiba to name a few.
- Network Integration
Our Network Integration solutions and services ensure that your
communication networks deliver the performance your business relies on.
Our Network Integration solutions and services ensure that your
communication networks deliver the performance your business relies on.
- Peripheral Sales & Services
DIL also provides peripheral sales and services from various partners
with competitive market 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. It is also equipped with latest debugging tools &
equipment.
* 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 Re-design, 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 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.
DIRECTORS
In accordance with the Companies Act, 2013 and the Articles of
Association of the Company Shri Namo Narain Bhatngar, Shri Triloki
Bhatnagar,Shri G N Verma and Shri Prakash Sinha retires by rotation at
the ensuing annual general meeting and being eligible offers himself
from re-appointment.
STATUTORY AUDITORS
M/s. Vijay N. Tewar& Company, Chartered Accountants, bearing ICAI
Membership No. 040676 and Statutory Auditors of the Company, retire at
the forthcoming Annual General Meeting and are eligible for
re-appointment.
As required under Section 139 of the Companies Act, 2013, the Company
has obtained a written consent from M/s Vijay N. Tewar, of such
appointment and also a certificate to the effect that their
appointment, if made, would be in accordance with Section 139(1) of the
Companies Act, 2013 and the rules made there under, as may be
applicable.
AUDITORS'' REPORT
The Auditors'' Report to the shareholders does not contain any
qualification. FIXED DEPOSITS
The company has not accepted any deposits from public during the year
under review to which provisions of Section 58A of the Companies
(Acceptance of Deposits) Rules, 1975 as amended is applicable.
INSURANCE
All the insurable interests of our Company including inventories,
buildings and liabilities 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 their loyalty, dedication and hardwork 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.
QUALITY CONTROL
Your company''s 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.
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 Clause 49 of the Listing Agreement entered
into with the BSE Limited a 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 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 company''s performance are attached to this report.
The declaration given by the Managing Director and Joint Managing
Director with regard to compliance of Company''s code of conduct by the
Board members and senior management is furnished to this report.
CORPORATE SOCIAL RESPONSIBILITY VOLUNTARY GUIDELINES
In accordance with Section 135 of the Companies Act, 2013, the Board of
Directors of the Company at their meeting held on 13th August, 2014
framed CSR Committee
DIRECTORS'' RESPONSIBILITY STATEMENT
Under Section 217(2AA) of the Companies Act, 1956, the directors
confirm that:
a) In the preparation of Annual Accounts, the Company has followed the
applicable Accounting Standards issued by the Institute of Chartered
Accounts of India along with proper explanation relating to material
departures;
b) Such accounting policies have been selected and consistently applied
and judgments and estimates made thus are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company for
the year ended 31st March, 2014 and of the Profit /Loss for the year
ended on that date;
c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safe guarding 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.
ACKNOWLEDGEMENT
Your Directors take this opportunity to express their gratefulness to
SEBI, Bombay Stock Exchange, Government Authorities, Bankers, Employees
& its Shareholders for their continued support and co-operation.
FOR AND ON BEHALF OF THE BOARD
Place: Vadodara
Date: 13th August, 2014 Chairman
Mar 31, 2013
Dear members,
The Directors take pleasure in presenting the Twentieth Annual Report
and Audited Accounts of the Company for the financial year ended March
31, 2013.
RESULTS FROM OPERATION
(Rs. In lacs)
PARTICULARS 2012-13 2011-2012
(Rs.) (Rs.)
GROSS TOTAL INCOME 28803.20 41951.66
GROSS TOTAL EXPENSES 28533.58 41562.85
PROFIT /(LOSS) BEFORE
INTEREST,DEPRECIATION,TAX AND 294.49 388.81
AMORTIZATION.
(Less): Depreciation & Amortization 17.21 3.99
(Less): Finance Charges 07.66 8.21
PROFIT BEFORE TAXATION: 269.62 376.61
(Less): - Provision For Taxation 45.52 111.87
(Less): - Fringe Benefit Tax - -
NET PROFIT/(LOSS) FOR THE YEAR 224.10 264.74
(Less): Balance Brought Forward from
Previous year - -
BALANCE CARRIED FORWARD TO BALANCE
SHEET 224.10 264.74
Earnings Per Share 3.81 4.50
DEPOSITS
The Company has not accepted any deposits during the year within the
meaning of the Companies (Acceptance of Deposits) Rules, 1975.
REVOCATION OF SUSPENSION OF LISTING
It gives us immense pleasure to inform our valued and loyal
shareholders that your Company''s scrip which was suspended by Bombay
Stock Exchange (BSE) in 2002 due to penal provisions is re-listed on
the Bombay Stock Exchange again.
CURRENT OPERATIONS
"In today''s 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:-
* System Integration
- Hardware sales & services
DIL offers a large and varied set of product sales and services
including a full range of hardware solutions from entry level
PCs/Notebooks to high-end servers for the needs of Corporate, Small
Business and Home customers. We also provide/sell various hardware
devices from various business alliances like DELL, HCL, Intel, HP, IBM,
Toshiba to name a few.
- Network Integration
Our Network Integration solutions and services ensure that your
communication networks deliver the performance your business relies on.
Our Network Integration solutions and services ensure that your
communication networks deliver the performance your business relies on.
Peripheral Sales & Services
DIL also provides peripheral sales and services from various partners
with competitive market rates and enables quick after sales service.
System Maintenance &Upgradation
DIL has a very prompt customer helpdesk for quick reporting and
on-phone guidance. It is also equipped with latest debugging tools &
equipment.
* 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 24x7 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 Re-design, 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
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.
FIXED DEPOSITS
The company has not accepted any deposits from public during the year
under review to which provisions of Section 58A of the Companies
(Acceptance of Deposits) Rules, 1975 as amended is applicable.
INSURANCE
All the insurable interests of our Company including inventories,
buildings and liabilities 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 their loyalty, dedication and hardwork 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.
QUALITY CONTROL
Your company''s 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.
DIRECTORS
In accordance with the Companies Act, 1956 and the Articles of
Association of the Company Shri G N Verma and Shri PrakashSinha retires
by rotation at the ensuing annual general meeting. However, they are
eligible for reappointment.
DIRECTORS'' RESPONSIBILITY STATEMENT
(i) Your Directors have followed the applicable accounting standards
along with proper explanation relating to material departure, if any,
while preparing the annual accounts;
(ii) Your Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company at the end of financial year and of the profit of the
Company for the period;
(iii) Your Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
(iv) Your Directors have prepared the annual accounts on a going
concern basis.
AUDITORS
M/s. Vijay N Tewar& Co., Chartered Accountants, Vadodara, Auditors of
the Company holds office until the conclusion of the ensuing Annual
General Meeting and is recommended for re-appointment. Certificate from
the Auditors has been received to the effect that their reappointment
if made, would be within the limits prescribed under Section 224(1B) of
the Companies Act, 1956.
CORPORATE GOVERNANCE
A separate section Corporate Governance and certificate from the
Auditors of the Company regarding compliance of conditions of Corporate
Governance as stipulated under Clause 49 of the Listing Agreement with
Stock Exchange, forms part of the Annual Report.
ACKNOWLEDGEMENT
Your Directors take this opportunity to express their gratefulness to
SEBI, Bombay Stock Exchange, Government Authorities, Bankers, Employees
& its Shareholders for their continued support and co-operation.
FOR AND ON BEHALF OF THE BOARD
Place: Vadodara
Date: 5th August, 2013 Chairman
Mar 31, 2012
To the Members,
The Directors are pleased to present the Nineteenth Annual Report
together with the audited accounts of the Company for the year ended
31st March, 2012.
RESULT OF OUR OPERATIONS
(Rs. In Lacs)
PARTICULARS 2011-2012 2010-2011
(Rs.) (Rs.)
Gross Total Income 41951.66 31416.18
Gross Total Expenditure 41562.85 31274.55
PROFIT/(LOSS) BEFORE INTEREST, 388.81 141.63
DEPRECIATION, TAX AND AMORTIZATION
(Less): Depreciation &Amortization 3.99 0.77
(Less): Finance charges 8.21 7.95
PROFIT BEFORE TAXATION/DEFERRED 376.61 132.91
TAX
(Less): Provision For Taxation 111.87 34.01
(Less): Fringe Benefit Tax - -
NET PROFIT/(LOSS) FOR THE YEAR 264.74 98.90
Balance Brought Forward from Previous year - -
BALANCE CARRIED FORWARD TO 264.74 98.90
BALANCE SHEET
Earning Per Share 4.50 1.68
DEPOSITS
The Company has not accepted any deposits during the year within the
meaning of the Companies (Acceptance of Deposits) Rules, 1975.
REVOCATION OF SUSPENSION OF LISTING
It gives us immense pleasure to inform our valued and loyal
shareholders that your Company's scrip which was suspended by Bombay
Stock Exchange (BSE) in 2002 due to penal provisions is re-listed on
the Bombay Stock Exchange again.
CURRENT OPERATIONS
"In today's 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:-
System Integration
Hardware sales & services
DIL offers a large and varied set of product sales and services
including a full range of hardware solutions from entry level
PCs/Notebooks to high-end servers for the needs of Corporate, Small
Business and Home customers. We also provide/sell various hardware
devices from various business alliances like DELL, HCL, Intel, HP, IBM,
Toshiba to name a few.
Network Integration
Our Network Integration solutions and services ensure that your
communication networks deliver the performance your business relies on.
Our Network Integration solutions and services ensure that your
communication networks deliver the performance your business relies on.
Peripheral Sales & Services
DIL also provides peripheral sales and services from various partners
with competitive market rates and enables quick after sales service.
System Maintenance & Upgradation
DIL has a very prompt customer helpdesk for quick reporting and
on-phone guidance. It is also equipped with latest debugging tools &
equipment.
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 Re-design, 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.
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.
FIXED DEPOSITS
The company has not accepted any deposits from public during the year
under review to which provisions of Section 58A of the Companies
(Acceptance of Deposits) Rules, 1975 as amended is applicable.
INSURANCE
All the insurable interests of our Company including inventories,
buildings and liabilities under legislative enactments are adequately
insured.
PERSONNEL
"Growth is never by mere chance, it is the result offorces working
together."
The employees of your company being firm believers of the cited
quotation with their loyalty, dedication and hardwork 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.
QUALITY CONTROL
Your company's 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.
DIRECTORS
In accordance with the Companies Act, 1956 and the Articles of
Association of the Company Shri G N Verma and Shri Prakash Sinha
retires by rotation at the ensuing annual general meeting. However,
they are eligible for re-appointment.
DIRECTORS' RESPONSIBILITY STATEMENT
(i) Your Directors have followed the applicable accounting standards
along with proper explanation relating to material departure, if any,
while preparing the annual accounts;
(ii) Your Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company at the end of financial year and of the profit of the
Company for the period;
(iii) Your Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
(iv) Your Directors have prepared the annual accounts on a going
concern basis.
AUDITORS
M/s. Vijay N Tewar& Co., Chartered Accountants, Vadodara, Auditors of
the Company holds office until the conclusion of the ensuing Annual
General Meeting and is recommended for re-appointment. Certificate from
the Auditors has been received to the effect that their reappointment
if made, would be within the limits prescribed under Section 224(1 B)
of the Companies Act, 1956.
CORPORATE GOVERNANCE
A separate section Corporate Governance and certificate from the
Auditors of the Company regarding compliance of conditions of Corporate
Governance as stipulated under Clause 49 of the Listing Agreement with
Stock Exchange, forms part of the Annual Report.
ACKNOWLEDGEMENT
Your Directors take this opportunity to express their gratefulness to
SEBI, Bombay Stock Exchange, Government Authorities, Bankers, Employees
& its Shareholders for their continued support and co-operation.
FOR AND ON BEHALF OF THE BOARD
Chairman
Place: Vadodara
Date : 14th August, 2012
Mar 31, 2010
The Directors have pleasure in presenting the Annual Report together
with the Audited Statement of Accounts for the Financial Year ended on
31st March, 2010. The Financial Highlights for the period under review
are given below:
(1) FINANCIAL AND WORKING RESULTS :
PARTICULARS 2009-2010 2008-2009
(Rs.) (Rs.)
Gross Profits 1,20,75,694 1,32,06,733
(Less): Depreciation & Finance charges (733723) (561019)
PROFIT BEFORE TAXATION: 11,341,971 1,26,45,714
(Less): - Provision For Taxation (3400000) (3200000)
(Less): - Fringe Benefit Tax (-) (10383)
NET PROFIT FOR THE YEAR 79,41,971 94,35,331
(Less): Balance Brought Forward from 5572534 (3862797)
Previous year
BALANCE CARRIED FORWARD TO 13,514,505 55,72,534
BALANCE SHEET
(2) DEPOSITS:
The Company has not accepted any deposits during the year within the
meaning of the Companies (Acceptance of Deposits) Rules, 1975.
(3) OPERATIONS
Microsoft is leading Global provider of integrated software solutions
for small and medium sized businesses. MICROSOFT software solutions are
sold through as extensive network of more than 2,300 partners.
Worldwide MICROSOFT has sold more than 1,33,000 solutions. The main
product lines include MICROSOFT Dynamics, MICROSOFT NAV, MICROSOFT Ax
and MICROSOFT CRM. MICROSOFT has 1200 employees and subsidiaries in 30
countries.
We at Diamond Infosystems Limited have the expertise and trained
professionals to sell and implement the ERP products. Due to trained
and qualified personnel, we are uniquely positioned to offer superior
and distinctive services to our clients.
Your Company has also entered into the business of data technologies
and in thus has started by undertaking data entry work for overseas
client through their Indian Partners.
The operations of the Company now can be classified into following
segments:
1. Software Development & Industry Solutions
The Company offers high end customized software for the small and
medium enterprise and for the clients who are really growth and
business driven. We offer compete services of selection, procuring,
implementation and going live of MICROSOFT Products an ERP providing
Company.
- Enterprise Recourse Planning (ERP)
Based on experience and expertise gained on implementation and
maintenance of SAP, R/3 and ERP package now the Company equip to take
scale assignment 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.
- Customized Software
The Company has developed in house prototypes for the small scale
industry specifically which are not cost effective and flexible taking
into consideration all the business needs for a stand alone environment
as required by the customer. These packages are custom built and offer
various functionalities in the areas of materials management, inventory
management, payroll, financial accounting, management information
system, billing invoicing stand alone software's. The software have
been developed in house on various platforms and are being successfully
sold and operation since last six years.
2. Networking and Hardware 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.
- Networking
Total turnkey projects on local area network / wide area network
includes setting of network operating systems, internet servers, web
servers, proxy servers, remote access dialup.
- Hardware
As software developer, the company has simultaneously also gained
substantial expertise for hardware developer and the Company expect to
get good business in the years to come.
3. Data Technologies
Your Company has successfully completed 6 years of India's premier
business to business portal catering to needs of electrical industry.
The Company is proud to venture into and diversify seeing the potential
and industry scenario into business of data technologies.
4. Web Technologies
Your Company, couple of years back head diversified into the E-Commerce
industries by way of equity placement to Unit Trust of India, where in
the Company sold its 11% stake to capitalized and diversify in the
business of E- Commerce namely by Dot Com industry. The Company launch
a premier B2B portal www.indiaelectricmarket.com . The viewer ship and
number of visitors to the portal are enormous which amount to
approximately Lac hits per month. This is to really and encouraging
rate of number of its for B2B portal in present industry scenario. The
target customer is a large electrical goods buyer, contractors,
architects, consultants, dealers and distributors, corporate etc.
The Company basically has a revenue model that is based on modules like
tender services, new project listings, news and views, resell markets,
auctions, online exhibitions, i.e. all provided online via net. The
specific area lead to need to educate the user customer with the
concept itself, in the process company landed up with lot of orders for
wed designing. Since the Company's portal is up and running now for
306 years it only needs maintenance and updating. The spare expertise
of the main power was thus used to provide the customer with web
designing facilities, basically making web sites of the Companies or
Corporate. The web sites normal size is 2 MB, 5 MB or 10 MB size. This
lead the Company to provide the web designing from concept , drafts ,
approvals , designs , look and feel , navigation ease , uploading ,
launching and speed of web site basically complete portal management
and support.
This has added one more product to the diverse range of operations of
the Company portal management and web designing.
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 as on overall does not look good
thus it is very important for us to sustain and try and look for new
and better areas within the IT industry to survive and make the entity
profitable and in the event we have decided to focus upon two areas.
These will over and above the existing operations of the company.
DIRECTORS
In accordance with the provisions of the Company's Article of
Association, Mr. Amit. S. Bhatnagar and Mr. Suresh. N. Bhatnagar, the
Directors of the Company retire by rotation at the ensuring Annual
General Meeting of the Company and being eligible, offer themselves for
reappointment.
DIRECTORS' RESPONSIBILITY STATEMENT:
(i) Your Directors have followed the applicable accounting standards
alongwith proper explanation relating to material departure, if any,
while preparing the annual accounts;
(ii) Your Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company at the end of financial year and of the profit of the
Company for the period;
(iii) Your Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
(iv) Your Directors have prepared the annual accounts on a going
concern basis.
AUDITORS:
M/s. Vijay N Tewar & Co., Chartered Accountants, Vadodara, Auditors of
the Company retire at the conclusion of this Annual General Meeting and
being eligible offer themselves for reappointment. You are requested to
appoint Auditors and fix their remuneration.
CORPORATE GOVERNANCE
A separate section Corporate Governance and certificate from the
Auditors of the Company regarding compliance of conditions of Corporate
Governance as stipulated under Clause 49 of the Listing Agreement with
Stock Exchange, forms part of the Annual Report.
PARTICULARS RELATING TO CONSERVATION OF ENERGY,
A. CONSERVATION OF ENERGY:
The Company does not have information required under Section 217 (I)
(e) of the Companies Act, 1956 read with the Companies (Disclosures of
Particulars in the Board of Directors) Rules, 1988 to offer and hence
no particulars have been furnished.
B. FOREIGN EXCHANGE EARNING & OUTGO:
During the year, the Company has neither earned nor spent any foreign
exchange during the year.
ACKNOWLEDGEMENTS:
Your Directors take opportunity to express their gratitude to SEBI,
Stock Exchanges, Government Authorities, Bankers, Employees &
Shareholders for their continued support and co-operation.
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