Your Company's 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:
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 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:-
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 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.
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 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 Chairman and Managing Director with regard to compliance of Company's 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:
(iii) Details of loan given by the Company are as follow:
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.
ANNEXURE C TO BOARD'S 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 arm's length basis:
2. Details of material contracts or arrangement or transactions at arm's length basis:
* Promoter group company