Diamond Infosystems Limited · Analysis, re-engineering, System Study like ERP, ISO 9002, developing in-house internal audit system and putting in place the MIS for decision making

Diamond Infosystems

Limited

Annual Report 2014-15

Diamond Infosystems Ltd. Annual Report 2014-15

CHAIRMAN’S PROLOGUE……………

Dear Shareholder,

I am happy as always to connect with you to reflect on the performance of

Diamond Infosystems Limited in the year that went by and share with you our

aspirations for the future.

One of the key attributes is that, is ‘DoingRight’ by our customers,

stakeholders and society at large. Our people are our biggest asset. I firmly

believe that the growth of our business is intrinsically linked with the growth

of our people. We have always encouraged diversity, agility and a

performance-driven organisational culture in which people give their best and

feel proud to be part of a successful and caring company.

I would like to extend my appreciation to the entire Diamond Infosystems

team for their determination and efforts would like to take this opportunity

to thank our Board of Directors, consumers, the management and all our

valued employees for their outstanding efforts during 2014-15.

We would also like to thank you, our shareholders, who have supported us

loyally for many years. I am grateful to you for your unwavering support. It is

our privilege to continue build shareholder value for you over the long term.

Thank you again for the trust that you have placed in our Company. We shall

continue to strive to deliver excellence and superior value to all our

stakeholders.

Thank You,

Yours Sincerely,

S N Bhatnagar

Chairman


BOARD OF DIRECTORS………………………………………….

Shri Suresh N Bhatnagar Chairman

Shri S. N. Bhatnagar is the Chairman of our Company since March, 1993.

Shri Bhatnagar is a Mechanical Engineer by qualification. He joined Jaipur Metals and Electrical Limited (Kamani group companies) in 1964. During his tenure he has worked on many significant positions and was instrumental in developing groove contact wires, machineries and process, for the first time in the country. Shri Bhatnagar went an extra mile by serving as the President of Cable and Conductor Manufacturers Association of Gujarat for 20 years. He was also a member of ETDC – 37 the committee which framed the specification in Bureau of Indian Standards. Shri Bhatnagar has also received the 'UdyogJyoti' and 'UdyogPatra' awards in 1984-2001 from the Government of India.

Shri Amit S Bhatnagar Vice-Chairman

Shri Amit Bhatnagar is the Vice Chairman of our Company since March 1993. He holds a Bachelor’s degree in Industrial Engineering (gold medallist) from Saurashtra University and MBA in Finance & MOP with a gold medal from the Asian Institute of Management, Manila. Shri Bhatnagar has over 25 years of experience in marketing of electrical products. He also has a varied experience in the power equipment industry, which includes business-to-business selling via the dealer and industrial marketing route. His association with the company for over a decade now has acted as a boon and has helped the company to climb up the success ladder. Shri Bhatnagar was also awarded the 'UdyogRatan' award for 2007-08 by the Government of India. He is also one of the founders of Vadodara Marathon' and


is an Executive Committee Member of the BalGokulam, a children shelter established by the Government.

Shri Sumit S Bhatnagar Managing Director

Dr. Sumit Bhatnagar is the Managing Director of our Company since March 1993. He has pursued BE in Electronics from Pune University and also holds an Hon. Doctorate in Business Management, MBA in international finance from Swinburne University, Melbourne, Australia with chancellor's medal and scholarship for obtaining highest grades in his course. He is also a certified ERP Professional for Microsoft, Oracle & SAP.

Shri Sumit Bhatnagar has more than 16 years of experience in Business Process Analysis, re-engineering, System Study like ERP, ISO 9002, developing in-house internal audit system and putting in place the MIS for decision making and control. He has also been associated in the development of software solutions for electrical industry. Shri Bhatnagar’s expertise in Information Technology has been instrumental in the success and growth of Diamond Infosystems Limited.

Shri Bhatnagar is also a Trustee on the Board of BalBhavan Society of Vadodara, the Vice President of Savli Taluka Industries Association, Chairman of Baroda Round Table – 49 and has also been felicitated with the National Business Leadership Award for Industrial Development given by IEDRA.

Shri Prakash Sinha Director

Mr. Prakash Sinha an engineer by qualification who has represented Usha Martin Group of Companies as a member of top management team for a period of 40 years. He has been associated with our company for a decade now and his guidance and support has helped your company to reach new horizons.


Shri G N Verma Director

Shri G N Verma was a leading advocate of Rajasthan High Court with an experience of over 50 years. He adds to the legal knowledge of the Board and facilitates finer position on legal matters. His long association with your company has proved to be very fruitful for its growth and success.

Shri Namo Bhatnagar Director

Shri Namo Bhatnagar holds a bachelor’s degree in science and a master’s in science (Botany), from Jivaji University, Gwalior and post graduate diploma in international trade and marketing from Punjab University. Shri Bhatnagar has 36 years of experience with India Trade Promotion Organisation, Ministry of Commerce and is an expert in country profiling, project report on market analysis, international trade requirement analysis for different countries with India and inter country protocol management.

Shri Triloki Bhatnagar Director

Shri Triloki Bhatnagar is associated with our company for a decade now and his

association has indeed proved to be very fruitful for the growth and progress of

the Company. His vast knowledge in the field of Information Technology has

helped Diinsy venture out into new areas of the market.


Miss Nivedita Pandya Woman Director

Ms. Nivedita Pandya - Is a Graduate in Mechanical Engineering from S.P

University - V.V Nagar, with wide techno- commercial experience in industries

majorly in cable industry. She has been Instrumental in the execution of

several prestigious Green field projects including setting up of state of art HV-

EHV cable plants, Tower manufacturing plant etc, UHV Laboratory & R & D

centre etc.


DIAMOND INFOSYSTEMS AT GLANCE……………..

The future of business intelligence is here @ DIINSY

DIINSY, a group company of Diamond Power Infrastructure Limited, is amongst

the fastest upcoming and growing IT services, BPO and Product Engineering

companies. In addition to the IT business, Diamond Power Group also has

leadership position in power equipment manufacturing in the power sector. The

company has been listed since 1993 and started its IT business in 1996

In today’s rapidly changing business scenario information is

the power to propel ahead

As business speed increase, CEOs expect information technology to create a

smarter way of doing business and generate revenue relatively quickly.

But today the amount of information under management is growing by

terabytes and dealing with multiple technology platforms makes it a huge

challenge for businesses to make decision fast and drive success.

Diamond Infosystems Limited (DIINSY) as a “Business Intelligence Catalyst”

provides single point IT solutions that efficiently streamline vast flow of

DIINSY

NETWORK

SERVER

WEB

DESKTOP

LAPTOP

PRINTER

UPS WAN

STORAGE & BACKUP

OFFICE APPLICATI

ON

BUSINESS INTELLIGEN

CE

ERP

DATA CENTRE


technology in order to maximize ROI and drive growth. Our goal is to build

client relationship by identifying the growth drivers, integrating innovative

information technology in their business structure and refining them to deliver

maximum benefits.

“Technology makes sense when it works the

way you work”

Our customized IT solutions help you see bottlenecks earlier, track

performances faster and respond to changes better & more effectively.That is

why, for the past 15 years, we are a trusted technology solution partner across

sectors, i.e from manufacturing, pharma, chemical, electronics, power

equipment manufacturing, optical fiber manufacturing, to retail banks,

insurance, telecom, retail, PSUs and government & private segments.

Core Capabilities

An outstanding team of committed & certified professional with one common

goal – satisfied long term clients

Deliver and deploy the entire solution with lower total cost of ownership

The key focus is on Return in Investment

Rapidly deploy solutions with proven implementation methodology

Offer best of breed products


A dedicated online & e-enabled help desk as well as hotline for all your IT

needs.

ABOUT US, OUR BUSINESS MODEL AND OUR OPERATIONS

About DIINSY

Our customized IT solutions help you see bottlenecks earlier, track

performances faster and respond to changes better & more effectively.

That is why for the past 16 years, we are a trusted technology solution partner

across sectors, i.e. from manufacturing, pharma, chemical, electronics, power

equipment, manufacturing, optical fiber manufacturing, to retail banks,

insurance, telecom, retail, PSUs and government & private segments.

IT SOLUTIONS THAT CUT CONCERNS. NOT CORNERS

We offer technology systems that connect you with the data you need to make

the right decision.


DIINSY thrives on being a one-stop & business consulting solutions provide, so

that you do not need to chase different vendors for the same set of

requirements. Our Internal strengths are derived from controls and procedures

backed by strong industry led documentation and processes along with a 100+

team spread across India. Led by our commitment provide integrity and

transparency; we are striving relentlessly to set standards in the industry and

surpass customer expectations consistently

DIAMOND INFOSYSTEMS LTD

IMG Division

System Integration

Server

Desktop/Laptop

Netwok /WAN/ LANCCT

V

Data Centre

Mobile Applicatio

ns

Security Systems

Attendance

Recording

Video Conferencenci

ng

Web Solutions

Web Desiging

Web Developme

nt

Portal Managemen

t

Web Hosting

Web Hosting

Web Domain

Reg

E-mail Solutions

Applications

Employee Portal

CRM

Customer Portal

IT Enabled Services

E-mail Manageme

nt Solutions

Infrastructure Management

Solutions

Network Management

Solutions

IT Help Desk Management

Solutions

AMC / FMC

Data Center Management

Solutions

Asset Management

Services

Antivirus Management Solutions

Remote Infrastructure Managament

Backup & Archive

Management Solutions

Hardware Services

AMG Division

ERP

FMS for ERP

Business Consultin

g

System Audit

Process Re-

engineering


TECHNOLOGY AT DIINSY

“Welcome to the technology haven where, by using our advanced resources,

we maximize output. Get the ideal environment to nurture your projects.

Technology has a new address! Get high-end IT solutions under one roof that is

Diinsy being the home of all major IT-based solutions, provides the ideal

environment to nurture your projects into true solutions”

Step into the true world of advanced technology that provides you with ideal

and unprecedented IT solution.

PARTNERING WITH LEADERS IN INNOVATION

At DIINSY, we have developed strategic partnerships to help deliver innovative

solutions for your business. Our expert team is backed by the latest technology

from the world’s leading innovators in business process management and

systems; enabling your business to harness its true potential.



DIRECTORS REPORT

Your 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)

PARTICULARS 2014-15

(Rs.) 2013-14

(Rs.)

GROSS TOTAL INCOME 29850.97 27899.70

GROSS TOTAL EXPENCES 29777.70 27701.37

PROFIT /(LOSS) BEFORE INTEREST,DEPRECIATION,TAX AND AMORTIZATION.

73.27 198.33

(Less): Depreciation & Amortization (Less): Finance Charges

9.36 32.40

7.01 21.29

PROFIT BEFORE TAXATION: 31.51 170.03

(Less): - Provision For Taxation (Less): - Current tax Exp relating to Previous (Less): - Deferred Tax

8.50 12.86 0.00

36.00 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


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 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 ‘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. 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]” 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.

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:

Rs. In Lacs Name of entity Amount as at 31st

March, 2015

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, 2015

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, 2014

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 EHV Conductor 0.03 0.03 Diamond Power Infrastructure Ltd 131.68 131.68

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.


ANNEXURE A TO THE BOARD’S REPORT

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st March 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and rule NO.9of the Companies (Appointment

and Remuneration Personnel) Rules, 2014]

To,

The Members

Diamond Infosystems Limited

Essen Info Park5/9-10 BIDC Gorwa,

Vadodara Gujarat-390016

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the

adherence to good corporate practices by Diamond Infosystems Limited (CIN L24110GJ1993PLC019094)

(herein after called the company). Secretarial Audit was conducted in a manner that provided us a

reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion

thereon. Based on our verification of the Diamond Infosystems Limited’s books, papers, minute books,

forms and returns filed and other records maintained by the company and also the information provided

by the Company, its officers, agents and authorized representatives during the conduct of secretarial

audit, We hereby report that in our opinion, the company has, during the audit period covering the

financial year ended on 31st March,2015(Audit Period) complied with the statutory provisions hereunder

and also that the Company has proper Board-processes and compliance-mechanism in place to the

extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records

maintained by Diamond Infosystems Limited for the financial year ended on 31st March, 2015 according

to the provisions of:

I. The Companies Act, 2013 (the Act) and the rules made there under;

II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

III. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the

extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial

Borrowings;

IV. The following are the Regulations and Guidelines prescribed under the Securities and Exchange

Board of India Act, 1992 ( SEBI Act)

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

1992;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009;


d. The Securities and Exchange Board of India (Employee Stock Option Scheme and

EmployeeStock Purchase Scheme) Guidelines, 1999;

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)

Regulations,2008;

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer

Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

V. Further we confirm that as per representation of management, there are no laws specifically

applicable to the company considering its product, process or location.

We have also examined compliance with the applicable clauses of the following:

I. Secretarial Standards issued by The Institute of Company Secretaries of India.

Since this will not be applicable for the period under review.

II. The Listing Agreements entered into by the Company with the BSE Limited and National Stock

Exchange of India Limited.

During the period under review the Company has complied with the provisions of the Act, Rules,

Regulations, Guidelines, Standards, etc. mentioned above subject to following observations:

Criminal case bearing no. 23 of 2011 was filed by the Registrar of Companies, Gujarat against the

Promoters of our Company in the court of additional chief metropolitan magistrate under Section

220(3) of the Companies Act, 1956 for failure to file/ not filing on time with the RoC, three copies of

balance sheet and profit and loss account of Diamond Infosystems Limited for the financial year 2009-

10, wherein the Promoters are managing directors, seeking inter alia order directing the accused to file

the balance sheet and profit and loss account on payment of fees alongwith additional fees under

Section 611 of the Companies Act. The court imposed a fine of Rs. 308/- on each Promoter and closed

the matter.

We further report that compliance of applicable financial laws including Direct and Indirect Tax laws by

the Company has not been reviewed in this Audit since the same has been subject to review by the

Statutory Auditors and other designated professionals.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive

Directors, Non-Executive Directors, Independent Directors and Woman director. The changes in

the composition ofthe Board of Directors that took place during the period under review were

carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed

notes on agenda were sent at least seven days in advance, and a system exists for seeking and

obtaining further information and clarifications on the agenda items before the meeting and for

meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and

recorded as part of the minutes


We further report that there are adequate systems and processes in the company commensurate with

the size and operations of the company to monitor and ensure compliance with applicable laws, rules,

regulations and guidelines.

We further report that during the audit period, there are no specific events/ actions having a major

bearing on the Company's affairs in pursuance of the laws, rules, regulations, guidelines, standards, etc,

referred to above.

For D Patel & Associates

Practicing Company Secretary

Place: Vadodara CS Divyesh Patel

Date: 12th August, 2015 Proprietor

ACS 33921/CP15027

Note: This report is to be read with our letter of even date which is enclosed as per Annexure forming

integral part of this report. `


To,

The Members

Diamond Infosystems Limited

Essen Info Park5/9-10 BIDC Gorwa,

Vadodara.

Gujarat-390016

Ref: Secretarial Audit Report Pursuant to section 204(1) of the Companies Act, 2013 and rule No .9of the

Companies (Appointment and Remuneration Personnel) Rules, 2014.

Our report of even date is to be read with this letter.

1. It is the responsibility of the management of the Company to maintain secretarial records, devise

proper systems to ensure compliance with the provisions of all applicable laws and regulations

and to ensure that the systems are adequate and operate effectively. Our responsibility is to

express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriated to obtain reasonable

assurance about correctness of contents of secretarial records. The verification was done on test

basis to ensure that correct facts are reflected in secretarial records. We believe that the

process and the practices we followed provided reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and books of

accounts of company so far and out draft report may change to that extent.

4. Wherever required, we have obtained management representation about the compliance of laws,

rules, regulations and happenings of events etc.

5. The compliance of provisions of corporate and other applicable laws, rules, regulations,

standards, is the responsibility of management. Our examination was limited to the verification

of procedures on test basis.

6. The secretarial Audit Report is neither an assurance as to future viability of company nor the

efficacy or effectiveness with which the management has conducted the affairs of the company.

For D Patel & Associates

Practicing Company Secretary

Place: Vadodara CS Divyesh Patel

Date: 12th August, 2015 Proprietor

ACS 33921/CP15027


ANNEXURE- B TO THE BOARDS REPORT

FORM NO. MGT.9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31-03-2015

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS: 1 CIN L24110GJ1993PLC019094

2 Registration Date 09/03/1993 3 Name of the Company Diamond Infosystems Limited

4 Category / Sub-Category of the Company

Public Company

5 Address of the Registered office

ESSEN INFO PARK5/9-10 BIDC GORWA

Contact details: Ph. No.: 0265-2283969, 2280973 Fax No.: 2280528

6 Address of the Corporate office

ESSEN INFO PARK5/9-10 BIDC GORWA

Contact details: Ph. No.: 0265-2283969, 2280973 Fax No.: 2280528

7 Whether listed company Yes / No:-

YES

BSE: 530801

8 Name, Address and Contact details of Registrar and Transfer Agent, if any:

Karvy Computershare Pvt Ltd.

Karvy Selenium Tower B, Plot 31-32, Gachibowli Financial District, Nanakramguda, Hyderabad - 500 032 Ph: 040 - 6716 1565

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Name and Description of

main products/services

NIC Code of

the Product/

service

% to total

turnover of

the company

Data processing, software development and computer consultancy services

8920 95%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANY –NA

Sr. No.

Name and address of the Company

Company Identification

Number / Global Location

Number

Holding/

Subsidiary/

Associate

% of

Shares

Held

Applicable

Section of Companies

Act, 2013

1

2

3

4

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Share Holding

Category of

Shareholders

No. of shares held at the beginning of the year (As on 01.04.2014)

No. of shares held at the end of the year (As on 31.03.2015)

%

Change

during


the

year

Demat Physical

Total % of

total

shares

Demat Physical

Total % of

total

shares

A Promoters

1)

a.

b.

c.

d.

e

f.

Indian

Individuals/ HUF

Central Government

State Government Bodies Corporates

Bank/FI

Any Other(Specify)

175750

-

-

2307845

-

-

-

-

-

168900

-

-

175750

-

-

2476745

-

-

2.99

-

-

42.09

-

-

175750

-

-

2307845

-

-

-

-

-

168900

-

-

175750

-

-

2476745

-

-

2.99

-

-

42.09

-

-

-

-

-

-

-

-

Sub-Total (A) (1) 2483595

168900 2652495

45.07 2483595

168900 2652495

45.07 -

2)

a.

b.

c.

d.

e.

Foreign

NRI Individuals

Other Individuals

Bodies Corporate

Banks/ FI

Any other

(specify)

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Sub-Total (A) (2) - - - - - - - - -

Total Shareholding

of Promoter(s)

(A)=(A) (1) + (A) (2)

2483595

168900 2652495

45.07 2483595

168900 2652495

45.07 -

B Public Shareholding

1)

a.

b.

c.

d.

e.

f.

g.

h.

i.

Institutions

Mutual Fund

Bank/FI

Central Government

State Government

Venture Capital Fund

Insurance Companies

FIIs

Foreign Venture Capital funds

Any other

(specify)

-

-

-

-

-

-

-

-

-

725000

-

-

-

-

-

-

-

-

725000

-

-

-

-

-

-

-

-

12.32

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

725000

-

-

-

-

-

-

-

-

725000

-

-

-

-

-

-

-

-

12.32

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-


Sub-Total (B) (1) - 725000 725000 12.32 - 725000 725000 12.32 -

2)

a.

b.

c.

Non-Institutions

Body Corporates

i. Indian

ii. Overseas

Individuals

i. Individual

Shareholders

holding

nominal share

capital upto

Rs.1 lakh

ii. Individual

Shareholders

holding

nominal share

capital in

excess of Rs.1

lakh

Others (specify)

i. Non-Resident

Indian

ii. Foreign Bodies

iii. Clearing

Members

iv. Trust

800

-

69824

2336981

-

-

-

-

100

-

30000

69800

-

-

-

-

900

-

99824

2406781

-

-

-

-

0.02

-

1.70

40.90

-

-

-

-

1398

-

30202

2336981

-

-

-

-

100

-

69024

69800

-

-

-

-

1498

-

99226

2406781

-

-

-

-

0.03

-

1.69

40.90

-

-

-

-

0.01

-

(0.01)

-

-

-

-

-

Sub-Total (B) (2) 2367781

139724 2507505

42.61 2368581

138924 2507505

42.61 -

Total Public

Shareholding (B)= (B)

(1) + (B)(2)

2367781

864724 3232505

54.93 2368581

863924 3232505

54.93 -

C Shares held by Custodian for GDRs & ADRs

- - - - - - - - -

Grand Total (A+B+C)

4851376

1033624 5885000

100 4852176

1032824 5885000

100 -

ii. Shareholding of Promoters

Sl.No.

Shareholder's Name No. of shares held at the

beginning of the year

(As on 01.04.2014)

No. of shares held at the

end of the year

(As on 31.03.2015)

% change


No. of Shares % of total

Shares of the

company

% of Shares Pledged/

encumbered to total

shares

No. of Shares

% of total

Shares of the

company

%of Shares Pledged/

encumbered to total shares

in share holding

during the

year

1 Diamond Projects Pvt. Limited 2307845 39.22 - 2307845 39.22 - -

2. S N Bhatnagar 175750 2.99 - 175750 2.99 - -

3. Sumit Associates 168900 2.87 - 168900 2.87 - -

iii. Change in Promoters’ shareholding:

iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sr.No.

Name of Share Holder No. of Shares on

01.04.2014

% of total

Shares

of the

Company

No. of Shares on 31.03.2015

% of total

Shares

of the

Company

1 DIAMOND PROJECTS PVT LTD 2307845 39.22% 2307845 39.22%

2 ADMINISTRATOR OF THE SPECIFIED 725000 12.32% 725000 12.32%

3 SURESH N BHATNAGAR 628141 10.67% 628141 10.67%

4 AMIT SURESH 537212 9.13% 537212 9.13%

5 SUMIT SURESH 498323 8.47% 498323 8.47%

6 MADHURILATA BHATNAGAR 326905 5.55% 326905 5.55%

7 S N BHATNAGAR 175750 2.99% 175750 2.99%

8 MONA BHATNAGAR 173200 2.94% 173200 2.94%

9 RICHA BHATNAGAR 173200 2.94% 173200 2.94%

10 SUMIT ASSOCIATES 168900 2.87% 168900 2.87%

Sr.

No.

Shareholder’s Name Shareholding Date* Increase/

(Decrease)

In shareholding

Reason Cumulative

Shareholding during the year (01.014.014 to 31.03.2015)

No. of Shares at the beginning

(01.04.2014)/end of the year

(31.03.2015)

% of total

Shares

of the

Company

No. of

Shares

% of total

Shares

of the

Company

1. Diamond Projects Pvt.

Limited

2307845

2307845

39.22

39.22

01.04.2014

31.03.2015

- - 2307845 39.22

2. S N Bhatnagar 175750

175750

2.99

2.99

01.04.2014

31.03.2015

- - 175750 2.99

3. Sumit Associates 168900

168900

2.87

2.87

01.04.2014

31.03.2015

- - 168900 2.87


v. Shareholding of Directors and Key Managerial Personnel:

Sr.

No.

Name Shareholding Date@ Increase/

(Decrease)

In shareholding

Reason

Cumulative

Shareholding during the

year

(01.04.14 to 31.03.15)

No. of shares at the beginning of

the year

(01.04.14)/end

of the year

(31.03.15)

% of total

shares

of the

Company

No. of

Shares

% of total

Shares

of the

Company

Directors

1 Shri Amit Bhatnagar 537212

537212

9.13

9.13

01.04.2014

31.03.2015

- - 537212 9.13

2 Shri Sumit

Bhatnagar

498323

498323

8.47

8.47

01.04.2014

31.03.2015

- - 498323 8.47

3 Shri S N Bhatnagar 628141

628141

10.67

10.67

01.04.2014

31.03.2015

- - 628141 10.67

4 Shri Nikhil Patel (CFO)

-

-

-

-

01.04.2014

31.03.2015

- - - -

vi. INDEBTEDNESS

Secured

Loans

(excluding

deposits)

Unsecured

Loans

Deposits Total

indebtedness

Indebtedness at the beginning of the financial year

(As on 01.04.2014)

i. Principal Amount ii. Interest due but

not paid iii. Interest accrued

but not due

186.45

0

186.45

Total (i+ii+iii) 186.45 0 186.45

Change in Indebtedness during the financial year

Addition

Reduction

102.13

161.18

263.31

Net Change 102.13 161.18 263.31

Indebtedness at the end of the financial year

i. Principal Amount ii. Interest due but

not paid iii. Interest accrued

but not due

288.58

161.18

449.76

Total (i+ii+iii) 288.58 161.18 449.76


vii. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sr. No.

Particulars of Remuneration Name of the

Chairman

Shri Amit Bhatnagar

1. Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

-

-

-

-

2. Stock Option

3. Sweat Equity

4. Commission

- as % of profit

- others, specify...

5. Others, please specify

Total (A) -

Ceiling as per the Act

Sr. No.

Particulars of Remuneration Name of the Managing Director

Shri Sumit Bhatnagar

1. Gross salary




-

-

-

-

2. Stock Option

3. Sweat Equity

4. Commission

- as % of profit



Total (A) -


B. Remuneration to other Directors: NA

1. Independent Directors:

Name of Director Fee for attending Board/ committee meetings

Commission Others# Total

-

-

-

-

-

-

-

-

-

-

-

-


-

-

-

-

-

-

-

-

Total (1) - - - -

2. Other Non-Executive:

- - - -

Total (2) - - - -

Total (1+2) - - - -


C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD: NA

Sr. No.

Particulars of Remuneration Name of the

Company Secretary

-

1. Gross salary




2. Stock Option

3. Sweat Equity

4. Commission

- as % of profit



Total (A)


viii. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Type Section of the Companies Act

Brief Description

Details of Penalty/ Punishment/ Compounding fees imposed

Authority [RD/NCLT/COURT]

Appeal made, if any (give Details)

A. COMPANY N.A

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

B. DIRECTORS N.A

Penalty - - - - -



C. OTHER OFFICERS IN DEFAULT N.A

Penalty - - - - -




By Order of the Board, S N Bhatnagar Chairman




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:

Sr No.

Particulars Amount in Rs.

A Name(s) of the related party and nature of relationship

NIL

B Nature of contracts / arrangements / transactions

C Duration of the contracts / arrangements / transactions

D Salient terms of the contracts or arrangements or transactions including the value, if any

E Justification for entering into such contracts or arrangements or transactions

F date(s) of approval by the Board

G Amount paid as advances, if any

H Date on which the special resolution was passed

I Amount paid as advances, if any

J Date on which (a) the special resolution was passed in general meeting as required under first proviso to Section 188 of the Companies Act, 2013

2. Details of material contracts or arrangement or transactions at arm’s length basis:

Rs. in lacs

Sr No

Particulars Amount in Rs.

A Name(s) of the related party and nature of relationship Diamond Power Infrastructure Ltd Diamond Power Transformers Ltd

128.46 25.03

B Nature of contracts / arrangements / transactions Diamond Power Infrastructure Ltd Diamond Power Transformers Ltd

Supply of Hardware and ERP Service Contract Supply of Hardware and ERP Service Contract

C Duration of the contracts / arrangements / transactions

Every 5 Years

D Salient terms of the contracts or arrangements or transactions including the value, if any Diamond Power Infrastructure Ltd Diamond Power Transformers Ltd

Supply of Hardware and ERP Service Contract Supply of Hardware and ERP Service Contract


E Date(s) of approval by the Board, if any Not Applicable

F Amount paid as advances, if any Not Applicable

* Promoter group company

By Order of the Board, S N Bhatnagar Chairman




REPORT ON CORPORATE GOVERNANCE

COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

“The Proper Goal of Corporate Governance is to Enhance Value Creation for Shareholders”

Your Company is honoured to be recognised for our financial Performance, Highest Standards of

Corporate Governance and Commitment to delivering value to our shareholders. We believe this

recognition is testament to the success of our strong Management team and steadfast focus on

consistently delivering solutions that strengthen our customers businesses and drive long term value

for both our customers and our shareholders.

Knowledge Management, innovation and Productivity is an integral part of Good Governance.

Diamond Infosystem’s Corporate Governance philosophy is about intellectual honesty whereby the

governance is not just about encompassing regulatory and legal requirements but also strives to

enhance stakeholders’ value as a whole.

Your Company belongs to a legacy where the visionary founders laid the stone for good governance

through the philosophies of “work to give”, implying the duty to work diligently carries the

responsibility that one should give something back to others and society and “word is a bond” -

which enables one to build trust and confidence with one’s stakeholders, including employees,

customers and suppliers, where long term relationships could be developed for the benefit of

everyone.

The Company has complied with the provisions of Clause 49 of the Listing Agreement of the Stock

Exchange, which deals with the compliance of Corporate Governance requirements as detailed

below for the year ending March 31, 2015.

BOARD OF DIRECTORS

As on March 31, 2015 Your Company’s Board comprised of 7 Directors. Besides the Chairman, who is

an Executive Promoter Director, the Board comprises of three Executive Directors and four Non-

Executive Directors. The composition of the Board is in conformity with the Clause 49 of the Listing

Agreement, which stipulates that at least fifty per cent of the Board should consist of Non-

Executive Directors, Provided that where the Non-Executive Chairman is a promoter of the

Company or is related to any promoter or person occupying management positions at the Board

level or at one level below the Board, at least one-half of the Board of the Company shall consist of

Independent Directors.

The Composition of Board of Directors of the Company as on 31st March 2015 is as follows:

CATEGORY NO. OF DIRECTORS

Executive Directors 3

Non–Executives/Independent Director/Woman Director 4

Total 7

INDEPENDENT DIRECTORS

As mandated by Clause 49, the Independent Directors on Board:

A. who, in the opinion of the Board, is a person of integrity and possesses relevant expertise

and experience;


B. (I) who is or was not a promoter of the company or its holding, subsidiary or associate

company;

(ii) who is not related to promoters or directors in the company, its holding, subsidiary or associate

company;

C. apart from receiving director's remuneration, has or had no pecuniary relationship with the

company, its holding, subsidiary or associate company, or their promoters, or directors,

during the two immediately preceding financial years or during the current financial year;

D. none of whose relatives has or had pecuniary relationship or transaction with the company,

its holding, subsidiary or associate company, or their promoters, or directors, amounting to

two per cent. or more of its gross turnover or total income or fifty lakh rupees or such

higher amount as may be prescribed, whichever is lower, during the two immediately

preceding financial years or during the current financial year;

E. who, neither himself nor any of his relatives —

(i) holds or has held the position of a key managerial personnel or is or has been employee of the

company or its holding, subsidiary or associate company in any of the three financial years

immediately preceding the financial year in which he is proposed to be appointed;

(ii)is or has been an employee or proprietor or a partner, in any of the three financial years

immediately preceding the financial year in which he is proposed to be appointed, of —

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its

holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding,

subsidiary or associate company amounting to ten per cent or more of the gross turnover of such

firm;

(iii) holds together with his relatives two per cent or more of the total voting power of the

company; or

(iv)is a Chief Executive or director, by whatever name called, of any non-profit organisation that

receives twenty-five per cent or more of its receipts from the company, any of its promoters,

directors or its holding, subsidiary or associate company or that holds two per cent or more of the

total voting power of the company;

(v) is a material supplier, service provider or customer or a lessor or lessee of the company;

F. who is less than 21 years of age.

The Independent Directors have submitted declarations that they meet the criteria of

Independence as per the provisions of Companies Act, 2013 and the Listing Agreement. Further the

Independent Directors have confirmed that they do not hold directorship in more than seven listed

companies and all the Independent Directors has appointed in the manner provided under

Companies Act, 2013 and clause 49 of the Listing Agreement.

DIRECTORS’ ATTENDANCE RECORD AND THEIR OTHER DIRECTORSHIPS/ COMMITTEE

MEMBERSHIPS

As mandated by Clause 49, none of the Directors is a member of more than ten Board level

Committees or chairman of more than five Committees across companies in which he is a Director.

Relevant details of the Board as on March 31, 2015 are given as follows:


Name Category / Position

No. of Board Meetings AGM

30.09.2014

No. of other Directorship

No. of other Board

Committees

Held Attended Member Chairm

an Member

Chairman

Shri S N Bhatnagar Chairman 4 4 Yes 3 3 - -

Shri Amit Bhatnagar Vice - Chairman 4 4 Yes 9 - - -

Shri Sumit Bhatnagar

Managing Director

4 4 Yes 8 - - -

Shri GajendraVerma NE/ Director 4 4 Yes - - 1 1

Shri Prakash Sinha NE/ Director 4 4 Yes - - 1 1

Shri Namo Bhatnagar

NE/ Director 4 4 Yes - - - -

Shri Triloki Bhatnagar

NE/ Director 4 4 Yes - - 2 -

*Miss Nivedita Pandya

NE/ Director 0 0 NO - - - -

*Appointed on 31st March, 2015

NUMBER OF BOARD MEETINGS

During the Financial year ended on 31st March, 2015 four (4) meetings of the Board of Directors

were held. The maximum gap between any two meetings was less than four months asstipulated

under Clause 49. The dates of Board Meeting are as under:

Dates on which the Board Meeting held

29th May, 2014

13th August, 2014

14th November, 2014

14th February, 2015

BOARD PROCEDURES

The Board Meetings are governed by a structured Agenda. The Agenda along with detailed

explanatory notes and supporting material are circulated in advance before each meeting to all the

Directors for facilitating effective discussion and decisionmaking.

As a policy, all major decisions involving investments and capital expenditure, in addition to

matters which statutorily requires the approval of the Board are put up for consideration of the

Board. Inter alia, the following information, as may be applicable and required, is provided to the

Board as a part of the agenda papers.

Annual operating plans & budgets and any updates

Capital budget-purchase and disposal of plant, machinery and equipment’s.

Quarterly, Half yearly and annual results of the Company.


Minutes of the Meetings of the Audit Committee and other Committees of the Board.

Information on recruitment and remuneration of senior officers just below the Board level.

Materially important show cause, demand, prosecution notices and penalty notices, if any.

Fatal or serious accidents, dangerous occurrences, any material effluent or pollution

problems.

Any material default in financial obligations to and by the Company, or substantial non-

payments by clients.

Any issue, which involves possible public or product liability/claims of substantial nature,

including any judgments or orders which may have passed strictures on the conduct of the

Company or taken an adverse view regarding another enterprise that can have negative

implications on the Company.

Details of any joint venture agreement or collaboration agreement.

Transactions that involve substantial payment towards goodwill, brand equity or

intellectual property.

Significant labour problems and their proposed solutions. Any significant development in

human resources or on the industrial relations front such as signing of wage agreement,

etc.

Sale of material nature of investments, subsidiaries, assets, which are not in the normal

course of business.

The proceedings of each meeting of the Board and its Committees are captured in accordance with

the provisions of the Companies Act, 2013 and Companies (Meetings of Board and its Powers) Rules,

2014.

INDEPENDENT DIRECTOR’S MEETING

In accordance with the provisions of Schedule IV (code for Independent Directors) of the Companies

Act, 2013 and clause 49 of the Listing Agreement, a meeting of the Independent Directors of the

Company was held on 14th February, 2015 without the attendance of Non Independent Directors and

members of the Management.

EVALUATION OF BOARD EFFECTIVENESS

In terms of provisions of the Companies Act, 2013 read with Rules issued thereunder and clause 49

of the Listing Agreement, the Board of Directors, on recommendation of the Nomination and

Remuneration Committee, have evaluated the effectiveness of the Board. Accordingly, the

performance evaluation of the Board, each Director and the Committees was carried out for the

financial year ended 31st March, 2015. The evaluation of the Directors was based on various aspects

which, inter alia, included the level of participation in the Board Meetings, understanding of their

roles and responsibilities, business of the Company along with the environment and effectiveness of

their contribution.

CODE OF CONDUCT

In line with the Clause 49 of the Listing Agreement, the Company’s Board of Directors has laid down

a ‘Code of Conduct and Ethics for the Board of Directors and Senior Executives of the Company’.


The purpose of this 'Code of Conduct' is to promote conduct of business ethically in an efficient and

transparent manner and to meet its obligations to shareholders and all other stakeholders.

The 'Code of Conduct' is also a tool in carrying out the Company's Business and Social responsibility

in a more effective manner. The Code sets out a broad policy for one's conduct in dealing with the

Company, fellow directors and employees and the external environment in which the Company

operates.

All Directors and senior management have affirmed compliance with the Code for the financial year

ended on March 31st, 2015.

Your Company strives to act with high ethical standards specifically, to:

• Obey all applicable laws, regulations, and professional standards that govern its business;

• Maintain an environment of honesty, trust, and integrity;

• Safeguard its ethics and never compromise or alter them for any reason; and

• Recognise and value high ethical standards and report any unethical or illegal behaviour.

Compliance with the ‘Code of Ethics’ is regularly monitored by the Legal and Compliance

Department of the Company.

COMMITTEES OF THE BOARD

The committees constituted by the Board play an important role on the governance structure of the

Company. The committees are in line with the Clause 49 of the Listing Agreement and

Companies Act, 2013. The minutes of the Committee meetings are tabled at the Board

Meetings and the chairperson of each Committee brief the members about the important

deliberations and discussion.

The Minutes of Board Meeting and other committees are captured in accordance with the

provisions of the Companies Act,2013.

COMPOSITION OF COMMITTEES OF DIRECTORS AND THEIR ATTENDANCE AT THE

MEETINGS

Diamond has the following Board Level Committees:

A) Audit Committee

B) Nomination and Remuneration Committee

C) Stakeholders Grievances and Relationship Committee

D) Corporate Social Responsibility Committee

Various Committees of Directors have been appointed by the Board for taking informed

decisions in the best interest of the Company. These Committees monitor the activities

falling within their respective terms of reference. The Board’s Committees are as follows:

A) AUDIT COMMITTEE

The Audit Committee has played an important role in ensuring the financial integrity of the

Company. The Audit Committee’s role includes the financial reporting process, Audit

process, Related Party Transactions and other applicable laws.


The Composition of the Audit Committee is in line with the provisions of section 177 of

Companies Act, 2013 and clause 49 of the Listing Agreement.

The Composition of the Board of Directors along with the details of the meetings held and

attended during the financial year as on March 31, 2015, are given below the Audit

Committee comprises of three Directors.

MEMBERS, MEETINGS AND ATTENDANCE

MEMBERS OF THE AUDIT COMMITTEE

Shri Prakash Sinha (Chairman),

Shri Triloki Bhatnagar (Member),

Shri G N Verma (Member)

MEETINGS & ATTENDANCE

During the financial year 2014-15 the Audit Committee held four meetings on 29th May, 2014, 13th

August, 2014, 14th November, 2014 and 14th February, 2015. The time gap between any two

meetings was less than four months.

The details of attendance of Audit Committee meetings are as under:

Name of Member Category status No. of Meeting

held attended

Shri Prakash Sinha Independent Director

Chairman 4 4

Shri Triloki Bhatnagar

Independent Director

Member 4 4

Shri G N Verma Independent Director

Member 4 4

The Chairman of the Audit Committee was present at the last AGM held on 30th September, 2014.

The following are the terms of reference for the Audit Committee:

1. Oversee the Company's financial reporting process and the disclosure of its financial

information to ensure that the financial statement is correct, sufficient and credible.

2. Recommend the appointment and removal of external auditor, fixation of audit fee and also

approval for payment for any other service.

3. Discuss with auditors once every year the nature and scope of audit. 4. Review the Quarterly and annual financial statements before submission to the Board,

primarily focusing on the following points and also ensure compliance of internal control

systems:

Any changes in accounting policies and practices.

Major accounting entries based on exercise of judgment by management.

Qualification in draft audit report.

Significant adjustments arising out of audit.

The going concern assumption.

Compliance with accounting standards 5. Compliance with stock exchange and legal requirement concerning financial statements.

6. Review with management, external and internal auditors, the adequacy of internal control

systems, significant findings and follow up thereon.


7. Review the company's financial and risk management policies.

8. Look into the reason for substantial defaults, if any, in payment to the depositors,

debenture holders and creditors, if any.

9. The Audit Committee may

Investigate any activity within its terms of reference.

Seek information from any employee.

Obtain outside legal or other professional advice.

Secure attendance of outsiders with relevant expertise, if it considers necessary.

The Audit Committee during the year has approved the overall framework for RPTs, the Policy on

dealing with the RPTs, the Policy on materiality of RPTs and the criteria for granting omnibus

approval in line with the policy of dealing with RPTs in accordance with provisions of the

Companies Act, 2013 and/or Clause 49 of the Listing Agreement. The Committee also

reviews the internal financial controls.

B. NOMINATION AND REMUNERATION COMMITTEE

In accordance with Section 178 of the Companies Act, 2013 and as per the requirements of SEBI

Circular dated 17th April, 2014 for amendment to Equity Listing Agreement (which is effective from

1st October, 2014), the Board of Directors of the Company at their meeting held on 13th August,

2014, have approved the change in nomenclature of the Remuneration Committee to Nomination

and Remuneration Committee and have revised their role asunder:

The revised role of the Nomination and Remuneration Committee, inter-alia, includes the

following:

• Identifying persons who are qualified to become directors and who may be appointed in senior

management in accordance with the criteria laid down, and recommend to the Board their

appointment and removal.

• Formulation of criteria for evaluation of Independent Directors and the Board;

• Formulation of the criteria for determining qualifications, positive attributes and independence

of a director and recommend to the Board a policy, relating to the remuneration of the directors,

key managerial personnel and other employees;

• Devising a policy on Board diversity;

The Nomination and Remuneration Committee comprises of the following Directors:

Sr. No. Name of the Director Position Category

1 Shri Triloki Bhatnagar Chairman Independent

Director

2 Shri G N Verma Member Independent

Director

3 Shri Namo Bhatnagar Member Independent

Director


The objectives of the Remuneration policy are to motivate employees to excel in their

performance, recognize their contribution and retain talent in the organization and record merit,

based on the performance of the employees as well as based on recommendations of the Head of

Departments in case of subordinate and in case of Head of Departments Managing and Joint

Managing Directors of the Company the Remuneration Committee take its decisions.

REMUNERATION TO DIRECTORS

The Table below gives the details of remuneration paid to Directors for the year ended on March

31st, 2015.

The Company has not given any advances and loans to any of its Directors during year 2014-15.

The Details of remuneration and sitting fees for Board and other committee meetings paid to the

Directors for the year ended 31st March, 2015:

Name Category /

Position Salary (Rs.)

Sitting Fees

(Rs.)

Other Allowances

(Rs.)

Shri S. N. Bhatnagar Chairman Nil Nil Nil

Shri Amit Bhatnagar Vice

Chairman

Nil Nil

Nil

Shri Sumit Bhatnagar MD

Nil Nil

12,000

Shri NamoNarain

Bhatnagar NE NIL Nil Nil

Shri Triloki Bhatnagar NE NIL Nil Nil

Shri G N Verma NE NIL Nil Nil

Shri Prakash Sinha NE NIL Nil Nil

*This is to inform to the shareholders that Company is not paying any material remuneration to your Directors as your company is growing

and taking toddler steps except this Shri Sumit Bhatnagar, Managing Director of the Company to whom company pays Rs. 1000 per month

as consultant charges.

C. STAKEHOLDERS GRIEVANCES AND RELATIONSHIP COMMITTEE

During the financial year ended 31st March, 2015 the nomenclature of the Investor Grievance

Committee was changed “Stakeholders Grievances and Relationship Committee” pursuant to

section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Composition of

the Stakeholders Relationship Committee is in compliance with the provision of section 178 of

Companies Act, 2013 and Clause 49 of the Listing Agreement.

The Committee meet 4 times during the financial year ended on 31st March, 2015. The constitution

of the Stakeholders Grievances and Relationship Committee of the Board of Directors of the


Company along with the details of the meetings held and attended by the members of the

committee during the financial year ended 31st March, 2015 is detailed below

MEMBERS, MEETINGS AND ATTENDANCE

MEMBERS OF THE STAKE HOLDER GRIEVANCES AND RELATIONSHIP COMMITTEE

Shri G N Verma (Chairman)

Shri Prakash Sinha (Member)

Shri Triloki Bhatnagar (Member)

MEETINGS & ATTENDANCE

During the financial year 2014-15 the Stake Holders Grievances & Relationship Committee held four

meetings on 29th May, 2014, 13th August, 2014, 14th November, 2014 and 14th February, 2015. The

time gap between any two meetings was less than four months.

The details of attendance of Stake Grievances and Relationship Committee Meetings are as under:

Name of Member Category Status No. of Meeting

held attended

Shri G N Verma Independent Director

Chairman 4 4

Shri Prakash Sinha Independent Director

Member 4 4

Shri Triloki Bhatnagar Independent Director

Member 4 4

D) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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, has approved the Constitution of the CSR Committee.

The composition, names of the members, chairperson are as follows:

Sr.

No. Names of Members Position Category

1 Shri Namo Bhatnagar Chairman Independent Director

2 Shri Amit Bhatnagar Member Vice Chairman

3 Shri Sumit Bhatnagar Member Managing Director

The Board also defined the role of the Committee, which is as under:

Formulate and recommend to the Board, a Corporate Social Responsibility Policy which

shall indicate the activities to be undertaken by the Company as specified in Schedule

VII of the Companies Act, 2013.

Recommend the amount of expenditure to be incurred on the activities referred in the

CSR policy.

Monitor the CSR Policy of the Company and its implementation from time to time.

Such other functions as the Board may deem fit.

Apart from the above Committees Board of Directors also constituted Shares Allotment Committee

and Preferential Issue Committee


MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis is given in a separate section forming part of the Directors’ Report in this Annual Report.

DISCLOSURES

(a) RELATED PARTY TRANSACTIONS

Details of materially significant related party transactions i.e. transactions of the Company of

material nature with its promoters, the Directors or the management, their subsidiaries or

relatives, etc. are presented under Notes of the Balance Sheet. All details on the financial and

commercial transactions, where Directors may have a potential interest, are provided to the Board.

The interested Directors neither participate in the discussion, nor vote on such matters. During

2014-15, there were no related party transactions of material nature that may have a potential

conflict with the interests of the Company.

(b) ACCOUNTING TREATMENT IN PREPARATION OF FINANCIAL STATEMENTS

The Company has followed the Accounting standards notified by The Companies (Accounting

Standards)Rules, 2006, as amended from time to time, in preparation of its financial statements.

(c) RISK MANAGEMENT

The Company has established a well-documented and robust risk management framework. Under

this framework, risks are identified across all business processes of the Company on continuous

basis. Once identified, these risks are systematically categorised as strategic risks, business risks or

reporting risks.

The former looks at all risks associated with the longer term interests of the Company. The latter

look at risks associated with the regular functioning of each of the processes and the risks

associated with incorrect or untimely financial and non-financial reporting.

To address these risks in a comprehensive manner, each risk is mapped to the concerned

department for further action. Based on this framework, Company has set in place various

procedures for Risk Management.

(d) CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

The Company has instituted a comprehensive code for prevention of Insider Trading, for its

Directors and designated employees, in compliance with Securities and Exchange Board of India

(Prohibition of Insider Trading) Regulations, 1992, as amended from time to time.

(e) CEO/CFO CERTIFICATION

As required under Clause 49 (V) of the Listing Agreement with the Stock Exchanges, the Chairman &

Managing Director and the Group Chief Financial Officer of the Company have certified to the Board

regarding the Financial Statements for the year ended on 31st March, 2015 which is annexed to this

Report.


GENERAL BODY MEETINGS:

Particulars about the last Three Annual General Meetings of the Company are:

Sr.

No

AGM Particulars & Date Venue Time Special

Resolution

passed in the

AGM

1 21st Annual General Meeting (2013-14)

held on 30/09/2014

Registered

Office

02.00

P.M.

- N.A.

2 20th Annual General Meeting(2012-13)

held on 30/09/2013

Registered

Office

04:00

P.M.

- N.A.

3 19th Annual General Meeting (2011-

12) held on 29/09/2012

Registered

Office

11:00

A.M.

- N.A.

MATERIAL DISCLOSURES:

There are no matters pertaining to non-compliance by the company, penalties imposed on the

company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital

markets, during the last three years.

The Company strongly believes in Corporate Governance and advocates Whistle Blower policy,

affirmation is hereby given that no personnel has been denied access to the audit committee.

1. Means of Communication

Your company uses several modes of communication with its external stakeholders by means of

announcements, press releases in newspapers and other reports to the members. Your Company’s

Quarterly Results are published in one English Daily newspaper and one Vernacular Daily newspaper

and also forwarded to BSE. Shareholders can also visit the Company’s website www.diinsy.com for

all the latest updates.

2. Stock Exchange:

Your Company makes timely disclosures of necessary information to BSE Limited (BSE) in terms of

the Listing Agreement(s) and other rules and regulations issued by SEBI.

3. BSE Corporate Compliance & Listing Centre:

BSE Listing is a web-based application designed by BSE for corporates. All periodical compliance

filings, inter alia, Shareholding pattern, Corporate Governance Report, Corporate announcements,

amongst others are also filed electronically on the Listing Centre.

GENERAL SHAREHOLDER INFORMATION:

i. 22ndAnnual General Meeting:

- Date: 30TH SEPTEMBER, 2015

- Time: 2.00 PM

Venue: Registered Office of the Company

“ESSEN INFO PARK”

5/9-10 BIDC

http://www.diinsy.com/


Gorwa Vadodara -390016

ii. Financial Year: Commencing from 1st April, 2014 to 31st March, 2015

iii. Date of Book Closure: Friday, 25th September,2015 to Wednesday, 30th September,2015

iv. Record Date: 28th August, 2015

vi. Listed on:

- The BSE Limited, Mumbai

The Listing Fees to BSE Limited has already been paid for the year 2015-16.

vii. Stock Code:

BSE: - 530801

vii. Market Price Data:

The Market price data (Monthly High / Low) of the company’s Equity shares traded on the Bombay

Stock Exchange (BSE) during the period from 01/04/2014 to 31/03/2015 are given below:

Stock Exchange BSE

Month & Year High (Rs) Low (Rs) No of Shares traded during

the month

April, 2014 35.20 33.10

May, 2014 35.20 33.10

June, 2014 35.20 33.10

July, 2014 35.20 33.10

August, 2014 35.20 33.10

September, 2014 35.20 33.10

October, 2014 35.20 33.10

November, 2014 35.20 33.10

December, 2014 35.20 33.10

January, 2015 65.75 33.10 3463

February, 2015 66.25 54.65 1640

March, 2015 54.40 40.75 796

viii. Registrar and Transfer Agent:

Karvy Computershare Pvt. Ltd.

Karvy Selenium Tower B,

Plot 31-32, Gachibowli Financial District,


Nanakramguda, Hyderabad - 500 032

ix. Share Transfer System:

Share Transfers in physical form can be lodged with Karvy Computer share Private Limited,

Independent Share Transfer Agent, at the above mentioned address. Transfers are normally

processed within 15 days from the date of receipt. If the documents are complete in all respects,

Registrar, in consultation with Share Transfer Committee, is empowered to approve transfers, in

addition to the powers with the Members of the Stakeholders’ Grievance & Relationship

Committee.

Details of investors’ complaints received during 1st April, 2014 to 31st March, 2015 are as follows:

Sr. No.

Nature of Complaint* Receipt Disposed Pending Remarks

1 Non- receipt of dividend warrant

0 0 0 N.A.

2 Excess/ Short payment of Dividend Warrant

0 0 0 N.A.

3 Non-receipt of Annual Reports

0 0 0 N.A.

4 Legal Notice 0 0 0 N.A.

5 Non- receipt of refund order 0 0 0 N.A.

6 Correction of name on securities

0 0 0 N.A.

7 Non Receipt of Security- Complaint relating to transfer of Shares

0 0 0 N.A.

8 Clarification regarding shares 0 0 0 N.A.

* Information is based on reports prepared by Independent Share Transfer Agent.

Xi. Shareholding Pattern and Distribution of Shareholding

Shareholding pattern as on 31st March, 2015

Category No. of

holders Total Shares % To Equity

Resident Individuals 253 2506605 42.58%

Promoters Bodies Corporate 2 2476745 42.09%

Unit Trust Of India 1 725000 12.32

Directors 1 175750 2.99%

Bodies Corporates 2 900 0.02%


Distribution Schedule – Consolidated as on 31.03.2015.

Sr. no.

Category Cases % of Cases Total shares

Amount % of

Amount

1 1-5000 231 81.625443 42868 428680 0.728428%

2 5001- 10000 27 9.540636 22232 222320 0.377774%

3 10001- 20000 7 2.473498 9700 97000 0.164826%

4 40001- 50000 3 1.060071 13314 133140 0.226236%

5 50001- 100000 2 0.706714 12610 126100 0.214274%

6 100001& Above 13 4.593639 5784276 57842760 98.288462%

Total: 283 100% 5885000 58850000 100%

The Shareholders are requested to follow exact ISIN for the purpose of dealing in the respected

securities. Presently the Equity Shares of the Company are held in electronic and physical mode.

The status of Equity Shares of the Company as of March 31, 2015 is as follows:

Particulars Number of Shares % of total Equity Share

CONTROL REPORT AS ON 31/03/2015

Sr.No Description No of

Holders Shares % To Equity

1 PHYSICAL 195 1032824 17.550110%

2 NSDL 64 4846743 82.357570%

3 CDSL 24 5433 0.092319%

Total:

283 5885000 100%

Diamond Infosystems Limited,

“ESSEN INFO PARK”

5/9-10 BIDC Gorwa

Vadodara -390016

Phone : 91-265-2284328, 2283969

Fax : 91-265-2280528

E-mail : [email protected]

Total 259 5885000 100.00 %

mailto:[email protected]


Other Shareholder Information Corporate Identity Number (CIN)

The CIN allotted to the Company by the Ministry of Corporate Affairs, Government of India is L24110GJ1993PLC019094. Shares held in electronic form Members holding shares in electronic form may please note that:- i) Instructions regarding bank details which they wish to have incorporated in future dividend

warrants must be submitted to their Depository Participants (DP). As per the regulations of NSDL and CDSL, the Company is obliged to print bank details on the dividend warrants, as furnished by these Depositories to the Company.

ii) Instructions already given by them for shares held in physical form will not be automatically

applicable to the dividend paid on shares held in electronic form.

iii) Instructions regarding change of address, nomination and power of attorney should be given directly to the DP.

iv) The Company provides NECS facilities for shares held in electronic form and Members are

urged to avail of this facility. Bank Details Members holding shares in physical form are requested to notify/send the following to Share transfer Agent to facilitate better servicing:- i) Any change in their address/mandate/bank details, and ii) Particulars of the bank in which they wish their dividend to be credited, in case they have not been furnished earlier. Members are advised that respective bank details and address as furnished by them or by NSDL/CDSL to the Company, for shares held in physical form and in electronic form respectively, will be printed on their dividend warrants as a measure of protection against fraudulent encashment. Depository Services

Members may write to the respective Depository or to Share Transfer Agent for guidance on depository services. Address for correspondence with the Depositories is as follows: National Securities Depository Limited Trade World, 4th Floor Kamala Mills Compound SenapatiBapatMarg, Lower Parel Mumbai 400 013 Tel: 022-2499 4200 Fax: 022-2497 6351 e-mail: [email protected] website: www.nsdl.co.in

Central Depository Services (India) Limited PhirozeJeejeebhoy Towers 17th Floor, Dalal Street Mumbai 400 023

http://www.nsdl.co.in/


Tel : 022-2272 3333 Fax : 022-2272 3199 e-mail : [email protected] website :www.cdslindia.com Nomination Facility

Pursuant to the provisions of Section 72 of Act, Members are entitled to make nominations in respect of shares held by them. Members holding shares in physical form and intending to make/change the nomination in respect of their shares in the Company may submit their requests in Form No. SH- 13 to Share Transfer Agent. Members holding shares in electronic form are requested to give the nomination request to their respective DPs directly. Reconciliation of Share Capital Audit

As stipulated by SEBI, M/s. K H & Associates., Practicing Company Secretary carries out Secretarial Audit to reconcile the total admitted capital with NSDL and CDSL and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the Stock Exchange as well as placed before the Board of Directors. The audit confirms that the total listed and paid-up capital is in agreement with the aggregate of the total number of shares in physical form and the total number of shares in dematerialised form (held with NSDL and CDSL).

By Order of the Board,

S N Bhatnagar Chairman



http://www.cdslindia.com/


AUDITORS CERTIFICATE ON COMPLIANCE OF CORPORATE GOVERNANCE

The Members, DIAMOND INFOSYSTEMS LIMITED We have examined the compliance of conditions of Corporate Governance by Diamond Infosystems

Limited, Vadodara for the year ended 31st March, 2015 as stipulated in Clause 49 of the Listing

Agreement entered into by the Company with the Stock Exchange.

The Compliance of conditions of Corporate Governance is the responsibility of the Management.

Our examination has been limited to a review of the procedures and implementations thereof

adopted by the company for ensuring compliance with the conditions of the certificate of

Corporate Governance as stipulated in the said clause.

In our opinion and to the best of our information and according to the explanations given to us and

representations made by the Directors and management;

We certify that the Company has complied with the conditions of Corporate Governance as

stipulated in Clause 49 of the above mentioned Listing Agreement.

We state that no Investors’ grievances are pending for a period exceeding one month against

Company as per records maintained by the Company.

We further state the compliance is neither an assurance as to the future viability of the Company

nor of the efficiency or effectiveness with which the management has conducted the affairs of the

Company.

For Vijay N. Tewar& Co. (Chartered Accountants) (Vijay N. Tewar) Proprietor Membership No.040676 Place: Vadodara Date: 14th August, 2015


CERTIFICATION

TO, The Board of Directors Diamond Infosystems Limited Vadodara. We Amit Bhatnagar, Vice Chairman and Sumit Bhatnagar Managing Director to the best of our

knowledge and belief, certify that:

1. We have reviewed the financial statements and the cash flow statement for the financial

year ended 31st March, 2015 and based on our knowledge and belief, we state that:

(a) these statements do not contain any materially untrue statement or omit any material

fact or contain any statements that might be misleading.

(b) these statements together present a true and fair view of the Company’s affairs and are

in compliance with the existing accounting standards, applicable laws and regulations.

2. We further state that to the best of our knowledge and belief, there are no transactions

entered into by the Company during the year, which are fraudulent, illegal or violative of

the Company’s code of conduct.

3. We hereby declare that all the members of the Board of Directors and Management

Committee have confirmed compliance with the Code of Conduct as adopted by the

Company.

4. We are responsible for establishing and maintaining internal controls and for evaluating the

effectiveness of the same over the financial reporting of the Company and have disclosed to

the Auditors and the Audit Committee, deficiencies in the design or operation of internal

controls, if any, of which we are aware and the steps we have taken or propose to take to

rectify these deficiencies.

5. We have indicated, based on our most recent evaluation, wherever applicable, to the

Auditors and Audit Committee

(a) significant changes, if any, in the internal control over financial reporting during the

year;

(b) significant changes, if any, in the accounting policies made during the year and that the

same has been disclosed in the notes to the financial statements; and

(c) instances of significant fraud of which we have become aware and the involvement

therein, if any, of the management or an employee having significant role in the

Company’s internal control system over financial reporting.

For Diamond Infosystems Limited

Sd/-

Amit Bhatnagar Dr. Sumit Bhatnagar

Vice Chairman Managing Director

SD/-

Mr. Nikhil Patel

CFO

Date: 14th August, 2015

Place: Vadodara


MANAGEMENT DISCUSSION ANALYSIS REPORT

The financial statements have been prepared in compliance with the requirements of the

Companies Act 2013, guidelines issued by the Securities and Exchange Board of India (SEBI) and the

Generally Accepted Accounting Principles (GAAP) in India. Our Management accepts responsibility

for the integrity and objectivity of these financial statements, as well as for the various estimates

and judgments used therein. The estimates and judgments relating to the financial statements

have been made on a prudent and reasonable basis, so that the financial statements reflect in a

true and fair manner the form and substance of transactions, and reasonably present our state of

affairs, profits and cash flows for the year.

A. Industry structure and developments:

Changing economic and business conditions and rapid technological innovation are creating an

increasingly competitive market environment that is driving corporations to transform their

operations. Consumers of products and services are increasingly demanding accelerated delivery

times and lower prices. Companies are focusing on their core competencies and using outsourced

technology service providers to adequately address these needs. The role of technology has evolved

from supporting corporations to transforming their business. There is an increasing need for highly

skilled technology professionals in the markets in which we operate. At the same time,

corporations are reluctant to expand their internal IT departments and increase costs. These

factors have increased the reliance of corporations on their outsourced technology service

providers and are expected to continue to drive future growth for outsourced technology services.

1. Increasing trend towards offshore technology services

Outsourcing the development, management and ongoing maintenance of technology platforms and

solutions has become increasingly important to companies.

2. The India advantage

India is widely recognized as the premier destination for offshore technology services. According to

the NASSCOM Strategic Review 2011, IT services exports (excluding exports relating to business

process outsourcing (BPO), hardware, engineering design and product development) from India are

estimated to grow by 22.7% in fiscal 2011, to record revenues of US$ 33.5 billion.

3. Evolution of technology outsourcing

The realm of technology outsourcing is changing. In an environment of rapid technological

advancement, globalization and regulatory changes, companies are looking at outsourcing

approaches that require their technology service providers to develop specialized systems,

processes and solutions along with cost-effective delivery capabilities.

4. Our end-to-end solutions

We complement our industry expertise with specialized support for our clients. We also leverage

the expertise of our various Centres of Excellence and our software engineering group and

technology lab to create customized solutions for our clients. In addition, we continually evaluate

and train our professionals in new technologies and methodologies. Finally, we ensure the integrity

of our service delivery by utilizing a scalable and secure infrastructure.


B. Financial condition:

Our Financial Numbers speaks in our Balance Sheets and Profit & Loss Accounts of the Company.

There were no significant events occurring after the Balance Sheet date.

C. Opportunities and threats:

We believe our competitive strengths include:

Leadership in sophisticated solutions that enable our clients to optimize the efficiency of

their business

Proven GDM

Commitment to superior quality and process execution

Strong brand and long-standing client relationships

Status as an employer of choice

Ability to scale

Innovation and leadership

Our strategy

We seek to further strengthen our position as a leading global technology services company by

successfully differentiating our service offerings and increasing the scale of our operations. To

achieve these goals, we seek to:

Increase business from existing and new clients

Expand geographically

Continue to invest in infrastructure and employees

Continue to enhance our engagement models and offerings

Continue to develop deep industry knowledge

Enhance brand visibility

Pursue alliances and strategic acquisitions

D. Competition

We operate in a highly competitive and rapidly changing market and compete with consulting firms

such as Accenture Limited, Atos Origin S.A., Cap Gemini S.A., and Deloitte Consulting LLP; divisions

of large multinational technology firms such as Hewlett-Packard Company and International

Business Machines Corporation; IT outsourcing firms such as Computer Sciences Corporation, Keane

Inc., LogicaPlc and Dell Perot Systems; offshore technology services firms such as Cognizant

Technology Solutions Corporation, Tata Consultancy Services Limited and Wipro Technologies

Limited; software firms such as Oracle Corporation and SAP A.G.; business process outsourcing

firms such as Genpact Limited and WNS Global Services and in-house IT departments of large

corporations. In the future, we expect competition from firms establishing and building their

offshore presence and firms in countries with lower personnel costs than those prevailing in India.

However, we recognize that price alone cannot constitute a sustainable competitive advantage. We

believe that the principal competitive factors in our business include the ability to effectively

integrate onsite and offshore execution capabilities to deliver seamless, scalable, cost-effective

services; increase scale and breadth of service offerings to provide one-stop solutions; provide

industry expertise to clients’ business solutions; attract and retain high-quality technology

professionals and maintain financial strength to make strategic investments in human resources and

physical infrastructure through business cycles. We believe we compete favourably with respect to

these factors.


E. Outlook, risks and concerns

This section contains forward-looking statements that involve risks and uncertainties. Our actual

results could differ materially from those anticipated in these statements as a result of certain

factors.

The following lists our outlook, risks and concerns:

Our revenues and expenses are difficult to predict and can vary significantly from period to

period, which could cause our share price to decline. We may not be able to sustain our

previous profit margins or levels of profitability.

Our revenues are highly dependent on clients primarily located in the U.S. and Europe, as

well as in certain industries, and an economic slowdown or other factors that affect the

economic health of the U.S., Europe or these industries may affect our business.

Currency fluctuations may affect the results of our operations.

Our success depends largely upon our highly skilled technology professionals and our ability

to hire, attract, motivate, retain and train our personnel.

We may face difficulties in providing end-to-end business solutions for our clients, which

could lead to clients discontinuing their work with us. This in turn could harm our business.

Intense competition in the market for technology services could affect our cost advantages,

which could reduce our share of business from clients and may decrease our revenues.

Our revenues are highly dependent upon a small number of clients, and the loss of any one

of our major clients could significantly impact our business.

Legislation in certain countries in which we operate, including the United States and the

United Kingdom, may restrict companies in those countries from outsourcing work to us.

Compliance with new and changing corporate governance and public disclosure

requirements adds uncertainty to our compliance policies and increases our costs of

compliance.

Our failure to complete fixed-price, fixed-timeframe contracts or transaction-based pricing

contracts within the budget and on time, may negatively affect our profitability.

Our client contracts can be terminated without cause and with little or no notice or penalty.

This could negatively impact our revenues and profitability.

Our engagements with customers are singular in nature and do not necessarily provide for

subsequent engagements.

Our client contracts are often conditioned upon our performance, which, if unsatisfactory,

may result in less revenue than previously anticipated.

Some of our long-term client contracts contain benchmarking provisions which, if triggered,

could result in lower future revenues and profitability under the contract.

Our business will suffer if we fail to anticipate and develop new services and enhance

existing services in order to keep pace with rapid changes in technology and in the

industries on which we focus.

Disruptions in telecommunications, system failures or virus attacks could harm our ability to

execute our GDM, which could result in client dissatisfaction and a reduction of our

revenues.

We may be liable to our clients for damages caused by disclosure of confidential

information, system failures, errors or unsatisfactory performance of services.

Our increasing work with governmental agencies may expose us to additional risks.

We are investing substantial cash assets in new facilities and physical infrastructure, and our

profitability could be reduced if our business does not grow proportionately.

We may be unable to recoup our investment costs to develop our software products.

Our insiders who are significant shareholders may control the election of our Board and may

have interests that conflict with those of our other shareholders or holders of our ADSs.


We may engage in acquisitions, strategic investments, strategic partnerships or alliances or

other ventures that may or may not be successful.

Our net income would decrease if the Government of India reduces or withdraws tax

benefits and other incentives it provides to us or when our tax holidays expire or terminate.

In the event that the Government of India or the government of another country changes its

tax policies in a manner that is adverse to us, our tax expense may materially increase,

reducing our profitability.

We operate in jurisdictions that impose transfer pricing and other tax-related regulations on

us, and any failure to comply could materially and adversely affect our profitability.

Wage pressures in India and the hiring of employees outside India may prevent us from

sustaining our competitive advantage and may reduce our profit margins.

Terrorist attacks or a war could adversely affect our business, results of operations and

financial condition.

The markets in which we operate are subject to the risk of earthquakes, floods, tsunamis

and other natural and man-made disasters.

Changes in immigration laws may affect our ability to compete and provide services to our

clients in various countries. This could hamper our growth and may have an impact on our

revenues.

Our ability to acquire companies organized outside India depends on the approval of the

Government of India and / or the Reserve Bank of India, and failure to obtain this approval

could negatively impact our business.

F. Internal control systems and their adequacy:

The CEO and CFO certification provided in the CEO and CFO Certification section of the

Annual Report discusses the adequacy of our internal control systems and procedures.

G. Material developments in human resources / industrial relations, including number

of people employed

Our culture and reputation as a leader in the technology services industry enables us to

recruit and retain some of the best available talent in India.

Independent Auditor's Report

To,

The members of

Diamond Infosystems Ltd.

Report on the Financial Statements

We have audited the accompanying financial statements of Diamond Infosystems Limited

('the Company'), which comprise the balance sheet as at 31 March 2015, the statement of profit and

loss and the cash flow statement for the year then ended, and a summary of significant accounting

policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,

2013 ("the Act") with respect to the preparation and presentation of these financial statements that give a true

and fair view of the financial position, financial performance and cash flows of the Company in accordance with

the accounting principles generally accepted in India, including the Accounting Standards specified under

Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also

includes maintenance of adequate accounting records in accordance with the provisions of the Act for

safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

selection and application of appropriate accounting policies; making judgments and estimates that are

reasonable and prudent; and design, implementation and maintenance of adequate internal financial

controls, that were operating effectively for ensuring the accuracy and completeness of the accounting

records, relevant to the preparation and presentation of the financial statements that give a true and

fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into

account the provisions of the Act, the accounting and auditing standards and matters which are required to be

included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the

Act. Those Standards require that we comply with ethical requirements and plan and perform the

audit to obtain reasonable assurance about whether the financial statements are free from

material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the

disclosures in the financial statements. The procedures selected depend on the auditor's judgment,

including the assessment of the risks of material misstatement of the financial statements, whether

due to fraud or error. In making those risk assessments, the auditor considers internal financial control

relevant to the Company's preparation of the financial statements that give a true and fair view in order

to design audit procedures that are appropriate in the circumstances, but not for the purpose of

expressing an opinion

on whether the Company has in place an adequate internal financial controls system over financial

reporting and the operating effectiveness of such controls. An audit also includes evaluating the

appropriateness of the accounting policies used and the reasonableness of the accounting estimates

made by the Company's Directors, as well as evaluating the overall presentation of the finAn~ial .\

statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the

aforesaid financial statements give the information required by the Act in. the manner so required and

give a true and fair view in conformity with the accounting principles generally accepted in India, of the

state of affairs of the Company as at 31 March 2015 and its profit and its cash flows for the year ended on

that date subject to our Report as under:

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 (“the Order") issued by the Central

Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a

statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

(a) we have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purposes of our audit.

(b) in our opinion proper books of account as required by law have been kept by the Company so far

as it appears from our examination of those books;

(c) the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this

Report are in agreement with the books of account;

(d) in our opinion, the aforesaid financial statements comply with the Accounting Standards

specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,

2014;

(e) on the basis of the written representations received from the directors as on 31 March 2015

taken on record by the Board of Directors, none of the directors is disqualified as on 31 March

2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

(f) with respect to the 'other matters to be included in the Auditor's Report in accordance with Rule

11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our

information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial

position;

ii. The Company did not have any long-term contracts including derivative contracts; as

such the question of commenting on any material foreseeable losses thereon does not

arise; and

iii. There has not been an occasion in case of the Company during the year under report to

transfer any sums to the Investor Education and Protection Fund. The question o(delay

in transferring such sums does not arise.

For Vijay N. Tewar & Co.

Chartered Accountants

Firm's registration number: 111422W

CA Vijay N. Tewar

Proprietor

Membership number: 040676

Place: Baroda

Date: 30th May, 2015.

Annexure to the Independent Auditors' Report

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the

financial statements for the year ended 31 March 2015, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative

details and situation of fixed assets, however the same has not been updated.

(b) As explained to us, fixed assets have been physically verified by the management at regular

intervals although no verification report was provided to us hence we are unable to

comment on any material discrepancies noticed on such verification.

(ii)

(a)

As informed to us, physical verification of inventory has been conducted by the management

at reasonable intervals during the audit year.

(b)

In our opinion and according to the information and explanations given to us, the procedures

of physical verification of stock followed by the management were found reasonable and

adequate in relation to the size of the Company and the nature of its business.

(c)

In case of maintaining proper records of Inventories, we like to comment that same are

maintained properly as per the available records and representation produced before us.

(iii) (a) The Company has granted loans, secured or unsecured amounting to Rs.1,31,68,026/- to

companies, firms or other parties covered in the register maintained under section 189 of the

Companies Act, 2013 ('the Act').

(b)

No formal terms and conditions for payment of the principal amount and interest, so we are

not in position to give our opinion that installment payments are regular or not.

(c)

There is overdue amount is more than RS.1 Lakh, however as stated in the point no (b) above,

there are no stated terms or condition for the same and hence we are unable to comment whether repayment of principal and interest was regular or not and reasonable steps have

been taken or not for recovery of the principal and interest.

(iv) In our opinion and according to the information and explanations given to us by the

management, there is adequate internal control system commensurate with the size of the

company and nature of its business with regard to purchase of stores, raw materials including

components, plant and machinery, equipment and other assets and for sales of goods and

services. During the course of our audit, we have not observed any continuing failure to

correct major weaknesses in the internal control system.

(v) The Company has not accepted any deposits from the public.

(vi) As informed to us, the Central Government has not prescribed the maintenance of cost

records under section 148(1) of the Act.

(vii) (a) According to the information and explanations given to us and on the basis of our

examination of the records of the Company, amounts deducted/ accrued in the books of

account in respect of undisputed statutory dues including provident fund, income tax, sales

tax, wealth tax, service tax, duty of customs, value added tax, cess and other material

statutory dues have been regularly deposited during the year by the Company with the

appropriate authorities. As explained to us, the Company did not have any dues on account of

employees' state insurance and duty of excise.

/'

According to the information and explanations given to us, no undisputed amounts payable .in

respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value

added tax, cess and other material statutory dues were in arrears as at 31 March 2015 for a

period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no material dues of

wealth tax, income tax, sales tax, service tax, duty of customs and cess and value added tax

which have not been deposited with the appropriate authorities on account of any dispute.

(c) According to the information and explanations given to us, there has not been an occasion in

case of the Company during the year under report to transfer any sums to thelnvestor

Education and Protection Fund.

(viii) The Company does not have any accumulated losses at the end of the financial year and has

not incurred cash losses in the financial year and in the immediately preceding financial year.

(ix) The Company has not defaulted in repayment of dues to financial institutions, banks or

debenture holders during the year.

(x) According to the information and explanations given to us, the company has not given

guarantees for loans taken by others from banks and financial institutions.

(xi) No Term loans have been raised by the company and hence, this clause does not apply.

(xii) According to the information and explanations given to us, no material fraud by the Company

employee has been reported during the course of our audit.

For Vijay N Tewar & Co.


Place: Vadodara

Date: 30th May, 2015

CA Vijay N. Tewar

Proprietor

M. No. 40676

Firm Reg No :111422W

DIAMOND INFOSYSTEMS LIMITEDBalance Sheet as at 31 March, 2015 ` in Lacs

Note No. As at 31 March, 2015 As at 31 March, 2014

` `

A EQUITY AND LIABILITIES

1 Shareholders’ funds (a) Share capital 3 588.50 588.50

(b) Reserves and surplus 4 1,328.49 1,325.51

(c) Money received against share warrants - -

2 Share Application Money Pending Allotment - 161.18

3 Non-current liabilities (a) Long-term borrowings 5 161.18 -

(b) Deferred tax liabilities (net) 6 2.60 2.60

(c) Other long-term liabilities 7 - -

(d) Long-term Provisions 8 1.70 2.02

4 Current liabilities (a) Short-term borrowings 9 288.58 186.45

(b) Trade payables 10 497.17 870.02

(c) Other current liabilities 11 78.31 65.49

(d) Short-term provisions 12 4.22 23.60

TOTAL 2,950.75 3,225.38

B ASSETS

1 Non-current assets (a) Fixed assets 13

(i) Gross Block 550.23 547.08

(ii) Depreciation 247.67 231.14

(iii) Net Block 302.56 315.94

(b) Non-current investments 14 859.19 859.19

(c) Long-term loans and advances 15 280.08 241.76

(d) Other non-current assets 16 - -

2 Current assets (a) Current investments 17 - -

(b) Inventories 18 9.66 5.53

(c) Trade receivables 19 1,265.20 1,596.18

(d) Cash and cash equivalents 20 20.80 10.34

(e) Short-term loans and advances 21 204.52 185.95

(f) Other current assets 22 8.75 10.48

TOTAL 2,950.75 3,225.38 1 - 30

As per our report of even date


Memnership No.:- 040676Firm Reg. No. :- 111422WPlace : Vadodara Place : VadodaraDate : 30/05/2015 Date : 30/05/2015

Proprietor Chairman Managing Director Director

For Vijay N.Tewar & Co. For and on behalf of the Board of Directors

Particulars

Notes forming part of the Financial Statements

Vijay N.Tewar S.N.Bhatnagar Sumit Bhatnagar Amit Bhatnagar

DIAMOND INFOSYSTEMS LIMITEDStatement of Profit and Loss for the year ended 31 March, 2015 ` in Lacs

Note No. For the year ended 31 March, 2015

For the year ended 31 March, 2014

` `

1 Revenue from operations (gross) 23 29,840.81 27,851.78

Less: Excise duty - -

Revenue from operations (net) 29,840.81 27,851.78

2 Other income 24 10.17 47.92

3 Total revenue (1+2) 29,850.97 27,899.70

4 Expenses (a) Cost of materials consumed 25 29,571.73 27,531.65

(b) Purchases of stock-in-trade - -

(c) Changes in inventories of finished goods, work-in- progress and stock-in-trade (4.13) 2.03

(d) Employee benefits expense 26 157.51 131.47

(e) Finance costs 27 32.40 21.29

(f) Depreciation and amortisation expense 9.36 7.01

(g) Other expenses 28 52.59 36.21

Total Expenses (4) 29,819.46 27,729.67 5 Profit before exceptional and extraordinary items and tax (3 - 4) 31.51 170.03

6 Exceptional items - -

7 Profit / (Loss) before extraordinary items and tax (5 - 6) 31.51 170.03 8 Extraordinary items - -

9 Profit / (Loss) before tax (7 + 8) 31.51 170.03 10 Tax expense:

(a) Current tax expense for current year 8.50 36.00

(b) (Less): MAT credit - -

(c) Current tax expense relating to prior years 12.86 -

(d) Net current tax expense - -

(e) Deferred tax - 0.21

Total tax expenses (10) 21.36 36.21 11 Profit(Loss) from the period from continuing operations (9 - 10) 10.15 133.82 12 Profit/(Loss) from discontinuing operations - - 13 Profit/(Loss) from discontinuing operations - - 14 Profit/(Loss) from Discontinuing operations (12 - 13) - - 15 Profit for the year (11 + 14) 10.15 133.82 16 Earnings per share (of ` 10/- each):

(a) Basic

(i) Continuing operations 0.17 2.27

(ii) Total operations 0.17 2.27

(b) Diluted

(i) Continuing operations 0.17 2.27

(ii) Total operations 0.17 2.27

Notes forming part of the Financial Statementsstatements 1 - 30

In terms of our report attached.


Memnership No.:- 040676 Firm Reg. No. :-111422W

Place : Vadodara Place : Vadodara Date : 30/05/2015 Date : 30/05/2015

Particulars

For Vijay N.Tewar & Co. For and on behalf of the Board of Directors

Vijay N.Tewar S.N.Bhatnagar Sumit Bhatnagar Amit BhatnagarProprietor Chairman Managing Director Director

DIAMOND INFOSYSTEMS LIMITEDCASH FLOW FOR THE YEAR ENDED 31 March, 2015

Particulars

CASH FLOW FROM OPERATING ACTIVITES:Net Profit before Tax 31.51 170.03

Adjustment for : Income Tax (21.36) (36.00)

Depreciation 9.36 7.01

Dividend income 0.00 (37.10)

Interest income (1.68) (0.17)

Finance Cost 32.40 18.72 21.29 (44.97)

Interst \ Other income Received 50.23 125.06

Operating profit before working capital changesTrade and other Receivable 330.98 2014.21

Change in Loans & Advances (56.89) (101.80)

Trade Payable and Other Liabilities (360.03) (2153.06)

Change in Provisions (19.70) 35.59

Inventories (4.13) 2.03

Change in Other Current Assets 1.73 (108.04) (6.72) (209.75)

Cash generated from operations (57.81) (84.69)

CASH FLOW FROM INVESTMENT ACTIVITIES:Dividend received 0.00 37.10

Increase in investement 0.00 0.00

Interest received 1.68 0.17

Increase / Decrease of Fixed Assets (3.15) (1.47) (8.85) 28.42

Net cash flow used in investing activities (59.28) (56.27)

CASH FLOW FROM FINANCIAL ACTIVITIES:Finance Cost paid (32.40) (21.29)

Increase in Secured Loan 102.13 70.76

Repayment of borrowings 0.00 69.73 0.00 49.47

Net increase in cash & cash equivalents 10.45 (6.80)

Add: Cash & cash equivalents opening 10.34 17.14

Cash & cash equivalents closing 20.79 10.45 10.34 (6.80)

As per our Report of even date

For VIJAY N. TEWAR & CO., CHARTERED ACCOUNTANTS

Membership No.: 040676

Firm Reg. No.:111422WPlace: Vadodara Place: Vadodara

Date : 30/05/2015 Date : 30/05/2015

VIJAY N. TEWAR S.N.Bhatnagar Sumit Bhatnagar Amit Bhatnagar

PROPRIETOR Chairman MD Director

` in Lacs

AS AT 31 March, 2015 AS AT 31 March, 2014

For and on behalf of the Board of Directors

Note: 1 Notes forming part of the financial statements

A.) Statement of significant accounting policies:

1. Method of Accounting: The Financial statements are prepared as a going concern under

historical cost convention on an accrual basis except those with significant uncertainty and in accordance with the companies Act, 1956. Accounting policies not stated explicitly otherwise are consistent with generally accepted.

2. Revenue Recognition: Sales includes revenue generated from sale of Software, Hardware

Products, sale of scrap, sales of outsource products, sales tax and service income from membership & subscription of domain and space booking.

3. Fixed Assents: Fixed Assets are stated at cost (inclusive of leased assets) less accumulated

Depreciation. Expenditure included on improvement or replacement, which in the opinion of the management is likely to substantially increase the life of assets and future benefits from it, is capitalized.

4. Depreciation: Depreciation is charged on Straight Line basis at rates specified in Schedule II of

the Companies Act, 2013. Depreciation on addition / Deletion or Discarded Fixed Assets during the year is charged on monthly pro rata basis.

5. Investment: Our Investments are Long Term investment, quoted and valued at cost.

6. Inventories: The inventories of outsourced products are valued at cost or net realizable value

whichever is lower on FIFO method.

7. Retirement Benefits: Contribution to provident fund is accounted on actual liability basis. The Liabilities of gratuity and Leave Encashment as shown in the book of account are valued by the management.

8. Miscellaneous Expenditure: Preliminary and share issue expenses including fee for increase in

authorized capital are written-off at the amounts as admissible under income tax Act, 1961.

9. Foreign Currency Conversion: Foreign Currency transactions are recorded at the exchange rate prevailing on the date of the transaction. Assets and Liabilities related to foreign currency transactions remaining unsettled are valued at the exchange rate in operation at the year end. The exchange difference arising on foreign currency transactions are recognized in the Profit and Loss Account.

10. Income Tax: Provision for current Income Tax is made after considering company’s claims

under the Income Tax Act; 1961.This liability is calculated at the applicable tax rate IT Act, 1961 as the case may be.

Deferred Tax is accounted by computing the tax effect of timing differences which arrears during the year and reverse in subsequent periods.

` in Lacs

Particulars Deferred Tax (Assets)/ Liabilities as at 01.04.2014

Current year / Charge (Credit)

Deferred Tax (Assets)/ Liabilities As at 31.03.2015

Deferred Tax Assets: Provision allowed under tax payment basis.

2.89 0.00 2.89

2.89 0.00 2.89 Deferred Tax Liabilities:- Depreciation

5.49 0.00 5.49

Net Deferred Tax Liability 2.60 0.00 2.60

Note: During the Current Year there is Deferred Tax Asset, hence no provision for the same has been

made during the year.

11. Impairment of Assets: An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value. An impairment loss is charged to the Profit and Loss Account in the year in which an asset is identified as impaired. The impairment loss recognized in prior accounting period is reversed if there has been a change in the estimate of recoverable amount.

B. Contingent Liabilities and Notes:

1. Contingent Liabilities:

(a) Contingent Liabilities of the Company at the end of the year is Nil, (Previous Year Nil) as Company had not enjoyed any Letter Of Credit/ Bank Guarantee facility of any commercial/ Financial Institution nor any civil/criminal case is pending against company.

2. Notes to Accounts:

(a) Share Capital:

Company has received share application money amounting Rs.NIL (previous year Rs.161.18Lacs).

(b) Balances of sundry debtors, creditors and loans and advances, unsecured loans are

unconfirmed and subject to reconciliation wherever necessary.

(c) In the opinion of the management, all the current assets, Loans and advances and deposits are realizable at value stated in the ordinary course of the business which are at least equal to the amount at which they are stated in the books unless otherwise explicit.

(d) There are no small scale industrial units which has supplied the material to the company and the owes a sum exceeding Rs. 1 Lac and which is outstanding to more then 30 days.

(e) Aggregate director’s remuneration Rs.0.12 lacs (previous year Rs.0.12 lacs). The remuneration of directors are as per the approval accorded by remuneration committee, shareholder and central Government as per the previous of section 311 read with Schedule XIII of the Companies act,1956.

(f) Aggregate auditor remuneration is fixed which includes Audit fees Rs.1.00 Lac (previous year

Rs.1.00 Lac) Tax Audit Fees Rs 0.45 Lac ( Previous year Rs 0.45 Lac), (g) Previous year figures are regrouped /reclassified to make them comparable with the current year.

(h) Segment reporting:

` in Lacs I.T. Business Trading Activities Total Rs.

1,004.77

28,836.04

29,840.81

The Company operates business of i.e. “I.T. business” & Trading business”, the activities of the business are inter connected / inter mix, it is not possible to directly attribute or allocate on a reasonable basis the expenses / assets and liabilities to these segments. As per requirement of

Accounting Standard (AS) 17- “Segment Reporting” issued by the Institute of Chartered Accountants of India.

(I) Earning per share (EPS), the numerators and denominators used to calculate basic &

diluted Earning per share:- ` in Lacs

Particulars 31/03/2015 31/03/2014 Profit/(Loss) attributable to the shareholders

- After exceptional item - Before exceptional item

A B

10.15 10.15

132.82 132.82

Basic/Weighted average number of Equity shares outstanding during the year

C

58,85,000

58,85,000

Nominal value of Equity Shares (Rs.) 10 10 Basic /Diluted Earning per Share (Rs.)

- After exceptional item - Before exceptional item

A/C B/C

0.17 0.17

2.27 2.27

(J) Expenditure in Foreign Currency:- ` in Lacs

Particulars 2014-15 2013-14 Import on CIF Basis 0.00 0.00 Travelling Expenses – Staff 3.26 0.00 Others (Advertisement Exp.) 0.00 0.00

(K) Income in Foreign Currency

Particulars Amount Rs.

Deemed / Direct Exports NIL Foreign Exchange Fluctuation NIL Others NIL

Note: 2 Cash Flow Statement:

Cash flows are reported using the indirect method, whereby Profit / (Loss) before extra ordinary items and tax is adjusted for the effect of transaction of non-cash nature and any deferrals or accruals of past or future cash receipts or payments the cash flows from operating, investing and financing activities of the company are segregated based on the available information.

Cash and Cash Equivalents Cash comprises cash on hand and demand deposit with banks. Cash equivalents are short-term balances (with an original maturity of three month or less from the date of acquisition), highly liquid time deposit that are readily convertible into know amounts of cash and which are subject to insignificant risk of changes in value.

DIAMOND INFOSYSTEMS LIMITEDNotes forming part of the financial statements

Note 3 Share capital ` in Lacs

Particulars Number of

shares ` Number of

shares `

(a) Authorised Equity shares of ` 10 each with voting rights 10000000 1000.00 10000000 1000.00 Preference shares of `100 each 100000 100.00 100000 100.00

(b) Issued Equity shares of ` 10 each with voting rights 5885000 588.50 5885000 588.50

(c) Subscribed and fully paid up Equity shares of ` 10 each with voting rights 5885000 588.50 5885000 588.50

(d) Subscribed but not fully paid up - 0 - 0

Total 5885000 588.50 5885000.00 588.50

Notes: ` in Lacs

Particulars Number of shares `

Number of shares `

Outstanding at the Beginning of 5885000 588.50 5885000 588.50

Outstanding at the End of the Year 5885000 588.50 5885000 588.50

Number of % holding in Number of % holding in Diamond Projects Ltd 2307845 39.22% 2307845 39.22%Unit Trust Of India 725000 12.32% 725000 12.32%Suresh N. Bhatnagar 628141 10.67% 628141 10.67%Amit Suresh Bhatnagar 537212 9.13% 537212 9.13%Sumit Suresh Bhatnagar 498323 8.47% 498323 8.47%Madhurilata Bhatnagar 326905 5.55% 326905 5.55%

(vii) Details of calls unpaid N.A.(viii) Details of forfeited shares N.A.

(vi) Aggregate number and class of shares allotted as fully paid up pursuant to contract(s) without payment being received

As at 31 March, 2015 As at 31 March, 2014

(i) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:

(ii) Details of shares held by each shareholder holding more than 5% shares:Class of shares / Name of shareholder As at 31 March, 2015 As at 31 March, 2014

Particulars

` in Lacs

As at 31 March, 2015


` `

- -

- -

467.35 467.35

- - - - - -

1.46 1.46

- - - - - -

849.52 722.87

10.15 133.82

1,328 1,326

Note 5 Long-term borrowings ` in Lacs



` `

- -

161.18 -

161.18 -

Notes:

Particulars

Secured Unsecured Secured Unsecured

Term loans from banks:

Total 0.00 0.00 0.00 0.00

Terms of repayment and

security


DIAMOND INFOSYSTEMS LIMITEDNote 4 Reserves and surplus

(iii) Details of terms of repayment for the other long-term borrowings and security provided in respect of the secured other long-term borrowings:

(ii) The Company is eligible to reissue the (state type) bonds / debentures that have been redeemed. As at 31 March, 2015, ___number of bonds / debentures of ` ___ each (As at 31 March, 2014 ____ bonds / debentures of ` ___ each) were available forreissuance. N.A.

(i) Details of bonds / debentures issued by the Company: N.A.

Particulars

Particulars

Other loans and advances

Secured

Unsecured

Total

(iv) Details of long-term borrowings guaranteed by some of the directors or others: N.A.

(v) The Company has defaulted in repayment of loans and interest in respect of the following: N.A.

(a) Capital reserve

(b) Capital redemption reserve

(c) Securities premium account

(d) Debenture redemption reserve(e) Revaluation reserve(f) Share options outstanding account

(g) General reserve

(h) Foreign currency translation reserve (i) Hedging reserve(j) Surplus / (Deficit) in Statement of Profit and Loss

Opening balance

Add: Profit / (Loss) for the year

Total


Notes forming part of the financial statements

Note 6 Deferred Tax Liabilites (Net) ` in Lacs



` `

Deferred tax (liability) / asset 2.60 2.60

2.60 2.60

` in Lacs



` `

- -

- -

- -

- -

- -

- -

- -

- -

- -

- -

- -

- - Total

(v) Interest accrued on others

(vi) Trade / security deposits received

(vii) Advances from customers

(viii) Income received in advance (Unearned revenue)

(ix) Others (specify nature)

(i) Payables on purchase of fixed assets

(ii) Contractually reimbursable expenses

(iii) Interest accrued but not due on borrowings

(iv) Interest accrued on trade payables

(a) Trade Payables: (i) Acceptances

(ii) Other than Acceptances

(b) Others:

Particulars

DIAMOND INFOSYSTEMS LIMITED

Note 7 Other long-term liabilities

Net deferred tax Liability

Particulars

Note: During the Current Year there is Deferred Tax Asset, hence no provision for the same has been made during the year.


` in Lacs



` `

- -

0.93 0.93

- -

- -

0.78 1.09

- -

- -

- -

- -

- -

- -

1.70 2.02

Note 9 Short-term borrowings ` in Lacs



` `

Secured 288.58 186.45

Unsecured - -

- -

- -

- -

288.58 186.45

Notes:(i) Details of security for the secured short-term borrowings: ` in Lacs

Particulars Nature of security



` `

Loans repayable on demand

From banks:

Corporation Bank Book Debts 288.58 186.45

Total - from banks 288.58 186.45 Other loans and advances: - -

Total 288.58 186.45

Total

(a) Loans repayable on demand

From banks

(b) Loans and advances from related parties

(d) Other loans and advances

(c) Deposits

Particulars

(v) Provision for other contingencies

(vi) Provision - others

Total


Note 8 Long-term provisions

(iv) Provision for estimated losses on onerous contracts

Particulars

(v) Provision for Leave Salary

(b) Provision - Others: (i) Provision for premium payable on redemption of bonds

(ii) Provision for estimated loss on derivatives

(iii) Provision for warranty

(a) Provision for employee benefits: (i) Provision for compensated absences

(ii) Provision for gratuity (net)

(iii) Provision for post-employment medical benefits

(iv) Provision for other defined benefit plans (net)


Note 10 Trade payables ` in Lacs

Particulars As at 31 March, 2015


` `

Trade payables:

Acceptances 497.17 870.02

Other than Acceptances - -

Total 497.17 870.02

` in Lacs



` `

(a) Current maturities of long-term debt - -

(b) Current maturities of finance lease obligations - -

(c) Interest accrued but not due on borrowings - -

(d) Interest accrued and due on borrowings - -

(e) Income received in advance (Unearned revenue) - -

(f) Unpaid dividends - - (g) Application money received for allotment of securities and due for refund and interest accrued thereon - -

(h) Unpaid matured deposits and interest accrued thereon - -

(i) Unpaid matured debentures and interest accrued thereon - -

(j) Other payables - (i) Statutory remittances (Contributions to PF and ESIC, Withholding Taxes, Excise Duty, VAT, Service Tax, etc.) 54.98 44.43

(ii) Payables on purchase of fixed assets - -

(iii) Contractually reimbursable expenses - -

(iv) Interest accrued on trade payables - -

(v) Interest accrued on others - -

(vi) Trade / security deposits received - -

(vii) Advances from customers - -

(viii) Others 23.33 21.07

Total 78.31 65.49

` in Lacs



` `

(a) Provision for employee benefits:

(i) Provision for bonus 1.74 1.54

(b) Provision - Others: - - (i) Provision for tax (net of advance tax `______ (As at 31 March, 2014 `______) - 19.51 (x) Provision - Other Expenses 2.48 2.56

Total 4.22 23.60


Particulars

Particulars

Note 11 Other current liabilities

Note 12 Short-term provisions


` in Lacs

A.

Balance as at

1 April, 2014Additions Disposals

Acquisitions through business

combinations

Reclassified as held for sale

Revaluation increase

Effect of foreign currency exchange

differences

Borrowing cost capitalised

Other adjustments

Balance as at

31 March, 2015

(a) Land

Freehold - - - - - - - - - -

Leasehold - - - - - - - - - -

(b) Buildings

Own use 42.07 - - - - - - - - 42.07

Given under operating lease 1.36 - - - - - - - - 1.36

(c) Computers

Owned 103.58 1.20 - - - - - - - 104.78

Taken under finance lease - - - - - - - - - -

Given under operating lease - - - - - - - - - -

(d) Furniture and Fixtures

Owned 33.05 - - - - - - - - 33.05



(e) Vehicles

Owned - - - - - - - - - -



(f) Office equipment

Owned 8.25 0.03 - - - - - - - 8.29



(g) Electrical Installation

Owned 5.76 - - - - - - - - 5.76



(h) EIS Division .

Owned 333.94 - - - - - - - - 333.94



(i) Call Center Assets

Owned 11.08 - - - - - - - - 11.08



(j) Capital Working Progress 7.99 1.92 - - - - - - - 9.91

Grand Total 547.08 3.15 - - - - - - - 550.23

Previous Year 538.23 8.85 - - - - - - - 547.08

Note 13 Fixed assets

Tangible assets

Gross block


` in Lacs

A

Balance as at

1 April, 2014

Depreciation / amortisation

expense for the year

Eliminated on disposal of

assets

Eliminated on reclassification as held for sale

Impairment losses

recognised in statement of

profit and loss

Reversal of impairment

losses recognised in Statement of

Profit and Loss

Other adjustments

Balance as at

31 March, 2015

Balance as at

31 March, 2015

Balance as at

31 March, 2014

(a) Land

Freehold - - - - - - - - - -

Leasehold - - - - - - - - - -

(b) Buildings

Own use 18.61 1.30 - - - - - 19.92 22.15 23.45

Given under operating lease 0.77 0.03 - - - - - 0.80 0.56 0.59

(c) Computers

Owned 93.62 5.13 - - - - 1.53 100.28 4.50 9.96



(d) Furniture and Fixtures

Owned 24.26 1.98 - - - - 1.41 27.66 5.39 8.78



(e) Vehicles

Owned - - - - - - - - - -



(f) Office equipment

Owned 6.86 0.88 - - - - - 7.73 0.55 1.40



(g) Electrical Installation

Owned 3.49 0.03 - - - - 1.70 5.22 0.54 2.28



(h) EIS Division

Owned 75.54 - - - - - - 75.54 258.40 258.40



(i) Call Center Assets

Owned 7.99 - - - - - 2.53 10.52 0.55 3.08



(j) Capital Working Progress - - - - - - - - 9.91 7.99

Grand Total 231.14 9.36 - - - - 7.17 247.67 302.56 315.94

Previous Year 224.13 7.01 - - - - - 231.14 315.94 314.10

Note 13 Fixed assets (contd.)

Tangible assets

Accumulated depreciation and impairment Net block


Note 14 Non-current investments ` in Lacs

Quoted Unquoted Total Quoted Unquoted Total` ` ` ` ` `

A. Trade

Total - investments (A) - - - - - -

B. Other investments(a) Investment property - - - - - - (b) Investment in equity instruments 741.91 117.28 859.19 741.91 117.28 859.19 (c) Investment in Preference shares - - - - - -

(d) Investment in Government or Trust Securities - - - - - -

(e) Investment in Debentures & Bonds - - - - - -

(f) Investment in Mutual Fund - - - - - -

(g) Investment in Partnership Firm - - - - - -

(h) Other - - - - - -

Total - Other investments (B) 741.91 117.28 859.19 741.91 117.28 859.19

Total (A+B) 741.91 117.28 859.19 741.91 117.28 859.19

Less: Provision for diminution in value of investments - -

Total 859.19 859.19 Aggregate amount of quoted investments 741.91 741.91

Aggregate market value of listed and quoted investments 1,632.37 1,784.48

Aggregate value of listed but not quoted investments - -

Investments (At cost):


As at 31 March, 2015 As at 31 March, 2014

Particulars


` in Lacs



` `

(a) Capital advances - -

(b) Security deposits 23.32 23.68

(c) Deposit to related parties (Lease Rent) 203.08 203.08

(d) Loans and advances to employees - -

(e) Prepaid expenses - Unsecured, considered good - - (f) Advance income tax (net of provisions ` 195.21 (As at 31 March, 2014 ` 286.71 ) - Unsecured, considered good 38.68 -

(g) MAT credit entitlement - Unsecured, considered good - -

(h) Balances with government authorities - -

(i) Other loans and advances (Lease Rent Deposit) 15.00 15.00

Total 280.08 241.76

` in Lacs



` `

1. Long-term trade receivables

a) Secured, Considered Good : - -

b) Unsecured, Considered Good : - -

c) Doubtful - -

2. Others

- -

Total - -

` in Lacs



` `

Investment in Equity - -

Investment in Preference Shares - -

Investment in Govt Securities - -

Investment in debentures & Bonds - -

Investment in Mutual Fund - -

Investment in Partnership Firm - -

Total - -

Note 16 Other non-current assets

Note 17 Current Investment


Note 15 Long-term loans and advances

Particulars

Particulars

Particulars


` in LacsAs at 31 March,

2015As at 31 March,

2014` `

(a) Raw materials - -

(b) Work-in-progress - -

(c) Finished goods (other than those acquired for trading) - -

(d) Stock-in-trade (acquired for trading) 9.66 5.53

(e) Stores and spares - -

(f) Loose tools - -

(g) Others (Packing Materials) - -

Total 9.66 5.53

Note 19 Trade receivables ` in LacsAs at 31 March,

2015As at 31 March,

2014` `

Trade receivables outstanding for a period exceeding six months from the date they were due for payment Secured, considered good - -

Unsecured, considered good 150.65 195.10

Doubtful - -

150.65 195.10

Less: Provision for doubtful trade receivables - -

150.65 195.10

Other Trade receivablesSecured, considered good - -

Unsecured, considered good 1,114.56 1,401.08

Doubtful - -

1,114.56 1,401.08

Less: Provision for doubtful trade receivables - -

1,114.56 1,401.08

Total 1,265.20 1,596.18


Note 18 Inventories

Particulars

Particulars


` in Lacs



` `

(a) Cash on hand 0.87 0.24

(b) Cheques, drafts on hand - -

(c) Balances with banks - -

(i) In current accounts 0.96 4.82

(d) Others (Fixed Deposit) 18.96 5.28

Total 20.80 10.34 Of the above, the balances that meet the definition of Cash and cash equivalents as per AS 3 Cash Flow Statements 20.80 10.34

` in Lacs



` `

(a) Loans and advances to related parties 151.06 150.30

(Unsecured, considered good) - -

(b) Loans and advances to employees - -

(d) Prepaid expenses - Unsecured, considered good - -

(e) Balances with government authorities - -

(i) CENVAT credit receivable - -

(ii) Income Tax credit receivable - -

(iii) Service Tax credit receivable 53.46 35.65

(g) Others (Advance to Creditors) - -

(Unsecured, considered good)

Total 204.52 185.95

Note 22 Other current assets ` in Lacs



` `

(a) Unbilled revenue - -

(b) Unamortised expenses - -

(c) Accrued Interest on FDR 1.25 0.19

(d) Others - -

(i) Others (Pre Paid Expenses) 7.50 10.30

Total 8.75 10.48

Particulars


Note 20 Cash and cash equivalents

Note 21 Short-term loans and advances

Particulars

Particulars


Note 23 Revenue from operations ` in Lacs

For the year ended

31 March, 2015

For the year ended

31 March, 2014` `

(a) Sale of Goods 29,500.05 27,627.66

(b) Sale of Services 340.76 224.12

(c) Other operating revenues - -

29,840.81 27,851.78

Less:

(d) Excise duty - -

Total 29,840.81 27,851.78

Note 24 Other income ` in Lacs

For the year ended

31 March, 2015

For the year ended

31 March, 2014` `

(a) Interest income 1.68 0.17

(b) Dividend income:

Others - 37.10

(c) Net gain on sale of:

(d) Adjustments to the carrying amount of investments - reversal of reduction in the carrying amount of:

(e) Net gain on foreign currency transactions and translation (other than considered as finance cost) - -

(f) Other non-operating income (net of expenses directly attributable to such income) - -

Total 1.68 37.27

For the year ended

31 March, 2015

For the year ended

31 March, 2014` `

(i) Interest income comprises:

Interest from banks on:

other balances - -

Other interest 1.68 0.17

Total - Interest income 1.68 0.17

NoteFor the year

ended 31 March, 2015

For the year ended

31 March, 2014` `

(ii) Other non-operating income comprises:Income From Rent 6.12 6.12 Miscellaneous income [net of expenses directly attributable] 2.37 4.53

Total - Other non-operating income 8.49 10.65

Particulars

Particulars

Particulars

Particulars


Note 25.a Cost of materials consumed ` in Lacs

For the year ended

31 March, 2015

For the year ended

31 March, 2014` `

Total - -

Note 25.b Purchase of traded goods ` in Lacs

ParticularsFor the year


For the year ended

31 March, 2014` `

Opening stock 5.53 7.56

Add: Purchases 29,575.86 27,529.62

29,581.39 27,537.18

Less: Closing stock 9.66 5.53

Cost of traded goods 29,571.73 27,531.65

Material traded goods comprises:

Other items 29,571.73 27,531.65

Total 29,571.73 27,531.65

Note 25.c Changes in inventories of finished goods, work-in-progress and stock-in-trade ` in Lacs

For the year ended

31 March, 2015

For the year ended

31 March, 2014` `

Inventories at the end of the year:Finished goods - -

Work-in-progress - -

Stock-in-trade 9.66 5.53

9.66 5.53

Inventories at the beginning of the year:Finished goods - -

Work-in-progress - -

Stock-in-trade 5.53 7.56

5.53 7.56

Net (increase) / decrease (4.13) 2.03

Particulars

Particulars


Note 26 Employee benefits expense ` in Lacs



For the year ended

31 March, 2014Salaries and wages 152.23 127.90

Contributions to provident and other funds 4.97 3.46

Expense on employee stock option (ESOP) scheme - -

Staff welfare expenses 0.31 0.12

Total 157.51 131.47

Note 27 Finance costs ` in Lacs



For the year ended

31 March, 2014(a) Interest expense on:

(i) Borrowings 28.43 17.77

(ii) Trade payables - -

(iii) Others - -

- Interest on delayed / deferred payment of income tax - -

- Others (Commision & Bank Charges) 3.97 3.52

(b) Other borrowing costs - -

(c) Net (gain) / loss on foreign currency transactions and translation - -

Total 32.40 21.29


Note 28 Other expenses ` in Lacs

For the year ended

31 March, 2015

For the year ended

31 March, 2014` `

Freight Inward 0.03 0.07

Internet Services 0.21 1.38

Domain and Space Booking Charges 0.48 0.39

Product Development Exp 0.22 -

Service Charges (Exp) 0.01 -

Advertimsents Expeses 0.21 0.11

Consultancy Charges 5.12 5.10

Electricity expenses 4.45 4.58

Professinal Tax 0.02 0.02

Membership & Subscription 0.48 0.26

Office Expenses 0.13 0.07

Telephone Expenses 2.80 2.46

Recruitment Expenses 0.80 0.39

Repairs and maintenance - Others 0.28 0.38

Insurance 0.45 0.36

Travelling and conveyance 19.30 10.56

Printing, stationery and Courier Charges 1.32 1.36

Legal and professional 2.17 1.89

Consumption of stores and spare parts 0.35 0.60

Sales discount 0.30 0.36

Freight and forwarding 0.64 0.14

Listing Fees 1.00 0.25

Custody Fees 0.15 0.15

Registration Fees 0.25 0.00

Tander Fees 0.19 0.16

Training Expenses (Marketing) / Tution Fees 0.27 0.26

Business promotion 0.24 0.21

Payments to auditors 1.45 1.45

Pre - Projects Exp. Written Off 2.80 2.80

Sales Tax Expense 1.35 0.37

Miscellaneous expenses 0.44 0.08

Penalty (Otehrs) 4.44 -

Kasar (On Sales) 0.24 -

Total 52.59 36.21

(i) Payments to the auditors comprises (net of service tax input credit, where applicable):

As auditors - statutory audit 1.00 1.31

For taxation matters 0.45 0.55

Total 1.45 1.86

Particulars


Note 29.a Exceptional items ` in Lacs

For the year ended

31 March, 2015

For the year ended

31 March, 2014` `

N.A. - -

Total - -

Note 29.b Extraordinary items ` in Lacs

For the year ended

31 March, 2015

For the year ended

31 March, 2014` `

- -

Total - -

Note 29.C Share Application Money pending for Allotment

Note 29.D Monies received against share warrants

There is no any share warrants issued by the compan during the year under review.

Particulars

Particulars


Note 30 Disclosures under Accounting StandardsRelated party transactionsDetails of related parties:

Description of relationshipKey Management Personnel (KMP)

Relatives of KMP

Company in which KMP / Relatives of KMP can exercise significant influence

Ultimate Holding

Company

Holding Company Subsidiaries Fellow

Subsidiaries Associates KMP Relatives of KMP

Entities in which KMP / relatives of KMP have significant influence

Total

Purchase of goods - - - - - - - - - - - - - - - - - -

Sale of goods - - - 84.10 - - - 84.10 - - - - (317.71) - - - (317.71)

Rendering of services - - - - 63.27 - - - 63.27 - - - - (52.73) - - - (52.73)

Rent Received - - - - 6.12 - - - 6.12 - - - - (6.12) - - - (6.12)

Management contracts including for deputation of employees - - - - - 0.12 - - 0.12 - - - - - (0.12) - - (0.12)

Balances outstanding at the end of the year - - - - 757.34 - - (353.28) 404.06 - - - - (740.09) - - 353.28 (386.81)

Trade receivables - - - - 1,136.88 - - - 1,136.88 - - - - (1,566.25) - - - (1,566.25)

Loans and advances - - - - - - - 353.28 353.28 - - - - - - - (353.28) (353.28)

Trade payables - - - - 379.54 - - - 379.54 - - - - (826.16) - - - (826.16)

Note: Figures in bracket relates to the previous year

` in Lacs

Names of related parties

Note: Related parties have been identified by the Management.

Madhrilata Bhatnagar (Wife of Suresh Bhatnagar), Mona Bhatnagar (Wife of Amit Bhatnagar), Richa Bhatnagar (Wife of Sumit Bhatnagar), S.N.Bhatagar (HUF)

Mr.Suresh Bhatnagar, Mr.Amit Bhatnagar, Mr.Sumit Bhatnagar

Diamond Projects Ltd., Diamond Power Infrastructure Ltd., Diamond power Transformor Ltd.

Details of related party transactions during the year ended 31 March, 2015 and balances outstanding as at 31 March, 2015:


CORPORATE INFORMATION

REGD. OFFICE:“ESSEN INFO PARK” 5/9-10 B.I.D.C., GORWA, VADODARA- 390016

BOARD OF DIRECTORS COMMITTEES OF DIRECTORS Shri S N Bhatnagar (Chairman) AUDITE COMMITTEE Shri Amit Bhatnagar (VC) Shri PrakashSinha (Chairman) Shri Sumit Bhatnagar (MD) Shri Triloki Bhatnagar (Member)

Shri PrakashSinha Shri Gajendara Narayan Verma (Member) Shri Gajendra Narayan Verma Shri Triloki Narayan Bhatnagar Shri Namo Bhatnagar

Miss Nivedita Pandya STAKE HOLDER GRIEVANCES CORPORATE SOCIAL RESPONSIBILITY & RELATIONSHIP COMMITTEE (CSR) COMMITTEE

Shri G N Verma (Chairman) Shri Namo Bhatnagar (Chairman) Shri Triloki Bhatnagar (Member) Shri Amit Bhatnagar (Member) Shri PrakashSinha (Member) Shri Sumit Bhatnagar (Member)

STATUTORY AUDITORS REGISTRAR AND TRANSFER M/s Vijay Tewar& Co. Karvy Computershare Pvt Ltd Statutory Auditor Karvy Selenium Tower B, Plot 31-32, 315-316, Panorama, Gachibowli Financial R.C. Dutt Road District:Nanakramguda, Vadodara-390 007 Hyderabad - 500 032 BANKERS SECRETARIAL AUDIT

Corporation Bank M/s D Patel & Associates Citibank Allahabad Bank HDFC Bank


DIAMOND INFOSYSTEMS LIMITED L24110GJ1993PLC019094

Regd. Office: Essen Info Park 5/9-10 BIDC GORWA, Vadodara-390016, (Gujarat) India.

Ph.: 0265-2284328, 2283969, Fax: 0265-2280528 E-mail:[email protected] website: www.diinsy.com

=========================================================================================

NOTICE is hereby given that the Twenty Second Annual General Meeting of the Members of

the M/s Diamond Infosystems Limited will be held on Wednesday, 30th September, 2015 at

2.00 P.M at the Registered Office of the Company situated at Essen Info Park 5/9-10 BIDC

Gorwa, Vadodara-390016, (Gujarat) India to transact the following business:-

ORDINARY BUSINESS:

1. To receive, consider and adopt the Profit & Loss Account for the year ended on 31st March, 2015 and Balance Sheet as of that date together with the Reports of the Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Suresh Bhatnagar, who retire by rotation and

being eligible to offers himself for re-appointment.

3. To Consider and Re-appoint Vijay N Tewar & Co, Statutory Auditor of the Company and to fix their remuneration.

ORDINARY RESOLUTION:

“RESOLVED THAT, pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, Shri Vijay .N.Tewar, Chartered Accountants, Vadodara, bearing ICAI Membership No. 040676, be and is hereby appointed as the Auditor of the Company, to hold office from the conclusion of this Annual General Meeting till the conclusion of the twenty third Annual General Meeting held thereafter (subject to ratification of the appointment by the members at every AGM held after this AGM) on a remuneration as may be fixed by the Board of Directors of the Company. SPECIAL BUSINESS

4. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT Ms. Nivedita Pandya (DIN 02992638),who was appointed by the Board of Directors as an Additional Director of the Company with effect from 31st March, 2015 under Section 161 (1) of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act signifying his intention to propose the candidature of Ms. Nivedita Pandya for the office of Director be and is hereby appointed as a Director of the Company.”

“RESOLVED THAT pursuant to the provisions of Section 149, 152 read with Schedule IV and other applicable provisions, if any, of the Act, the Companies (Appointment




and Qualification of Directors) Rules 2014 (including any statutory modification or re-enactment(s) thereof for the time being in force), Clause 49 of Listing Agreement Ms. Nivedita Pandya (DIN 02992638),who has submitted a declaration that she meets criteria of independence under Section 149 (6) of the Act and who is eligible for appointment as an Independent Director of the Company to hold the office for a team of Five (5) consecutive years for a term upto 27th Annual General Meeting.”

Notes: 1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ALSO ENTITLED TO APPOINT A PROXY

TO ATTEND AND TO VOTE AT THE MEETING. THE PROXY NEED NOT BE A MEMBER.

2. PROXY INSTRUMENT SHOULD BE DULY COMPLETED, STAMPED, SIGNED AND MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT ESSEN INFO PARK 5/9-10 BIDC GORWA, VADODARA-390016, (GUJARAT) INDIA NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

3. No person shall be entitled to attend or vote at the meeting as a duly authorized

representative of a company or any corporate which is a shareholder of the company, unless a copy of the resolution appointing him/her as a duly authorized representative, certified to be true copy by the Chairman of the meeting at which it was passed, shall have been deposited at the Registered office of the company situated at Essen Info Park 5/9-10, BIDC, Gorwa, Vadodara, 390 016, Gujarat, India not less than 48 hours before the date of Annual General Meeting.

4. Pursuant to Section 91 of the Companies Act 2013, the Register of Members and

Share Transfer Books of the Company will remain closed from Friday, 25th of

September, 2015 to Wednesday, 30th of September, 2015 (both days inclusive).

5. The Members are requested to make correspondence for any matters relating to

Transfer or Dematerialization of Shares, changes in their addresses or bank details,

names of the holders with Registrar and Transfer Agent (R. & T. A.) M/s. Karvy

Computershare Private Limited, Karvy Selenium Tower B, Plot 31-32, Gachibowli

Financial District, Nanakramguda, Hyderabad - 500 032

6. As a measure of economy, the Company does not distribute the copies of Annual

Report at the meeting. Hence, the members are requested to bring their copies with

them.

7. As a responsible corporate citizen, the Company welcomes and supports the ‘Green

Initiative’ taken by the Ministry of Corporate Affairs, enabling the Company to effect electronic delivery of documents. The above initiative will go a long way in conserving paper which is a natural resource as also result in substantial savings on printing and posting of annual reports and other documents of your Company sent to Members. Members are requested to support this Green Initiative by updating their email addresses with their respective Depository Participants, in case of electronic shareholding; or registering their email addresses with the Company’s Registrar and Transfer Agents, in case of physical shareholding.

8. Members seeking any information on the Accounts of the Company are requested to

write to the CFO - Accounts, which should reach to the Company at least one week


before the date of Annual General Meeting, so as to enable the management to keep

the information ready. However, replies will be provided only at the Annual General

Meeting.

9. Pursuant to the directives given by the SEBI, trading of our Company's shares in Dematerialized form has been made compulsory for all investors with effect from 26th February, 2001. The Company has entered in to an agreement with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) as an issuer Company for the dematerialization of the Company's Shares. Request for dematerialization of Shares may be sent through respective Depository Participants.

10. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of the Special Business to be transacted at the Annual General Meeting as set out in the Notice is annexed hereto.

11. Members holding shares in the electronic form are requested to inform any changes in address/bank mandate directly to their respective Depository Participants. The address/bank mandate as furnished to the Company by the respective Depositories viz, NSDL and CDSL will be printed on the dividend warrants.

12. The Register of Directors and Key Managerial Personnel and their shareholding,

maintained under Section 170 of the Companies Act, 2013 will be available for

inspection by the members at the Annual General Meeting of the Company.

The Register of Contracts or Arrangements in which the Directors are interested,

maintained under Section 189 of the Companies Act, 2013 will be available for

inspection by the Members at the Annual General Meeting of the Company.

13. Members may also note that the Notice of the 22nd Annual General Meeting and the

Annual Report for 2014-15 will also be available on the Company’s

website.www.diinsy.com

14. Member’s desire of making a nomination in respect of their shareholding in the Company, as permitted under Section 72 of the Companies Act, 2013, are requested to send the same to the office of the Registrar and Share Transfer Agent of the Company.

15. Members are requested to hand over the enclosed Attendance Slip, duly signed in accordance with their specimen signature(s) registered with the Company for admission to the meeting hall. Members who hold shares in dematerialized form are requested to bring their Client ID and DP ID Numbers for identification.

16. The Securities Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Member holding shares in electronic form are, therefore requested to submit the PAN to their Depository Participant with whom they are maintaining their Demat Accounts. Members holding shares in physical form are requested to submit their PAN details to the Registrar & Share Transfer Agent of the Company.

17. Voting through electronic means



In accordance with provisions of section 108 of the Companies Act, 2013 read with

the Companies (Management and Administration) Rules, 2014 the business may be

transacted through electronic voting system and the Company is providing facility

for voting by electronic means (“e-voting”) to its members. The Company has

engaged the services of Karvy Computer Share Pvt. Ltd. to provide e-voting facilities

and for security and enabling the members to cast their vote in a secure manner. It

may be noted that this e-voting facility is optional. The e-voting facility will be

available at the link https://evoting.karvy.com Commencement of e-voting From

Sunday, 27th September, 2015 at 10.00 a.m., to Closure of e-voting, Tuesday, 29th

September, 2015 Upto 5.00 p.m.

The login ID and password for e-voting along with process, manner and instructions

for e-voting is being sent to the members who have not registered their e-mail IDs

with the Company along with physical copy of the notice. Those members who have

registered their e-mail IDs with the Company / their respective Depository

Participants are being forwarded the login ID and password for e-voting along with

process, manner and instructions by e-mail.

Following are the instructions for members voting through electronic system:

A. Instructions for members whose email IDs are registered with the Company/

their respective Depository participant(s) - Member will receive an Email from

Karvy:

1. Launch internet browser and log on to the URL: https://evoting.karvy.com.

2. Enter the login credentials (i.e. User ID and password mentioned herein

below). Your Folio No./ DP ID – Client ID will be your User ID.

However, if you are already registered with Karvy for e – voting, you can use

your existing User ID password for casting your vote.

3. After entering these details appropriately, Click on “LOGIN”

4. In case of new users: You will now reach password change Menu wherein you

are required to mandatorily change password. The new password shall

comprise of minimum 8 characters with at least one upper case (A-Z), one

lower case (a-z),one numeric value (0-9) and a special character with

(@,#,$,etc.). The system will prompt you to enter a secret question and

answer of your choice to retrieve your password in case you forget it. It is

strongly recommended that you do not share your password with any other

person and that you take utmost care to keep your password confidential.

5. You need to login again with the new credentials.

6. On successful login, the system will prompt you to select the “EVENT” i.e.

Diamond Infosystems Limited.

7. On the voting page, enter the number of shares (which represents the number

of votes) held as on the Cut-off Date under “FOR/AGAINST” or alternatively,

you may partially enter number in “FOR” and partially in “AGAINST “but the

total number in “FOR/AGAINST” taken together should not exceed your total

shareholding. You may also choose the option ABSTAIN. If the shareholder

https://evoting.karvy.com/



does not indicate either “FOR “or “AGAINST “it will be treated as “ABSTAIN”

and shares held will not be counter under either head.

8. Shareholders holding multiple folios/demat accounts shall choose the voting

process separately for each folios/demat accounts.

9. Voting has to be done for each item of the notice separately. In case you do

not desire to cast your vote on any specific item it will be treated as

abstained.

10. You may then cast your vote by selecting an appropriate option and click on

“Submit”.

11. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to

modify. Once you have voted on the resolution, you will not be allowed to

modify your vote. During the voting period, Members can login any numbers

of times till they have voted on the Resolution(S).

12. Corporate/Institutional Members (i.e. other than individuals, HUF, NRI etc.)

are also required to send scanned certified true copy (pdf format) of the

Board Resolution/ Authority Letter, etc. together with attested specimen

signature(s) of the duly authorized representative(s), to Scrutinizer at email

[email protected] a copy marked to [email protected] and

[email protected] The scanned image of the above mentioned

documents should be in the naming format “Diamond Infosystems Limited

AGM 30th September, 2015”.

B. Instructions for members whose email IDs are not registered with the

Company/ their respective Depository participants(s) or who have specifically

requested for hard copy - Member will receive physical copy of the Notice of

AGM:

i. User ID and initial password as provided herein below.

ii. Please follow all steps from SI. No. (1) To SI No. (12) Mentioned above under

(Instructions for members whose email IDs are registered with the Company/

their respective Depository participants(s)), to cast vote.

Notes:

I. In case of any queries relating to E-Voting please visit Help & FAQ section of

http://evoting.karvy.com (Karvy Website).

II. You can also update your mobile number and email id in the user profile

details of the folio which may be used for the sending future

communication(s).

III. The e-voting period commence on Sunday, 27th September, 2015 (10 a.m.) and

ends on Tuesday, 29th September, 2015 (5 p.m.). During this period

shareholders’ of the Company, holding shares either in physical form or in

dematerialized form, as on cut-off date (record date) being Friday, 28th

August, 2015 may cast their vote electronically in the manner and process set

out herein above. The e-voting module shall be disabled for voting thereafter.

Once the vote on a resolution is cast by the Members, the Members shall not

be allowed to change it subsequently. Further the Members who have casted

their vote electronically shall not vote by way of poll, if held, at the meeting.




http://evoting.karvy.com/


IV. The voting rights of shareholders shall be in proportion to equity shares of the

Company held by them as on the cut-off date (record date) being (record

date) being Friday, 28th August, 2015.

V. The Board of Director has appointed M/s. D Patel & Associate, Practicing

Company Secretary as the Scrutinizer to scrutinize the e-voting process in a

fair and transparent manner.

VI. The Scrutinizer shall within a period not exceeding three (3) working days

from the conclusion of the e-voting period unblock the votes in the presence

of at least two (2) witnesses not in the employment of the Company and make

Scrutinizer’s Report of the votes cast in favour or against, if any, forth with to

the Chairman of the Company.

VII. The results shall be declared on the date of AGM of the Company and the

resolution will be deemed to be passed on the AGM date subject to receipt of

the requisite number of votes in favour of the Resolution(s).

VIII. The Results declared along with the Scrutinizer’s Report shall be placed on

the Company’s website www.diinsy.com and on the website of the service

provider (https://evoting.karvy.com) within two (2) days of passing the

resolution at the AGM of the Company and will also be communicated to BSE

Limited.

EVENT (E Voting Event Number)

User ID Password

18. Information required under Clause 49 (IV)(G) of the Listing Agreement (relating to Corporate Governance) with respect to the Directors being appointed and Directors retiring by rotation and being eligible for re-appointment are as under:

Name of the Director

Shri Suresh Narain Bhatnagar (DIN01661444)

Position Executive Director & Chairman

Profile Shri S. N. Bhatnagar is the Chairman of our Board of Directors.

Shri Bhatnagar is a Mechanical Engineer by qualification. He joined Jaipur Metals and Electrical Limited (Kamani group companies) in 1964. During his tenure he has worked on many significant positions and was instrumental in developing groove contact wires, machineries and process, for the first time in the country. He was also heading the conductor and rod division. After rendering his outstanding services to the company for 7 years he resigned and founded Diamond Cables Limited as a partnership company. His long experience of 48 years in the power sector industry proved to be fruitful to Diamond Power Infrastructure Limited (formerly known as Diamond Cables Limited). Shri Bhatnagar having an expertise in projects development and design of machines was also a project consultant during his long tenure and so far has headed 26 such projects.




Shri Bhatnagar went an extra mile by serving as the President of Cable and Conductor Manufacturers Association of Gujarat for 20 years. He was also a member of ETDC – 37 the committee which framed the specification in Bureau of Indian Standards. Shri Bhatnagar has also received the 'UdyogJyoti' and 'UdyogPatra' awards in 1984-2001 from the Government of India.

Date of Joining

09/03/1993

No. of Shares held in the Company

4,98,323 Equity Shares

Directorship in other Companies

- Diamond Projects Limited

- Diamond Power Transformers Limited

- Madhuri Finserve Private Limited (formerly known as Diamond Tele – Cabs Private Limited)

- Diamond Power Global Holdings Limited (Dubai)

Name of the Director

Ms. Nivedita Pandya (DIN 02992638)

Position Independent Director

Profile Ms. Pandya was appointed by the Board of Directors of the Company as an Additional Director w.e.f. 31st March, 2015. Ms. Nivedita Pandya is a Graduate in Mechanical Engineering from S.P University - V.V Nagar , with wide techno- commercial experience in industries majorly in cable industry. She has been Instrumental in the execution of several prestigious Green field projects including setting up of state of art HV- EHV cable plants , Tower manufacturing plant etc, UHV Laboratory & R & D center 6etc. She is also doing extensive work in the field of Machinery design & its Manufacturing since last over 15 years and travelled extensively to Europe & China for technology selection sourcing etc.

Date of Joining

31st March, 2015

No. of Shares held in the Company

Not Applicable

Directorship in other Companies

Diamond Power Transformers Ltd Ruby Cables Ltd. Apex Electricals Ltd.


Vikas Ferro Pvt. Ltd. Manacles Enterprise Pvt. Ltd. Diamond Power Infrastructure Limited

*Above details are as per the records available as on 31st March, 2015

19. All documents referred to in the accompanying Notice and the Explanatory

Statement shall be open for inspection at the Registered Office of the Company between 11.00 am and 1.00 pm on all working days except Saturday, up to and including the date of the Annual General Meeting of the Company.


S N Bhatnagar Chairman Date: 14th August, 2015 Place: Vadodara Registered Office: Essen Info Park 5/9-10 BIDC GORWA, Vadodara-390016, (Gujarat) India.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 ITEM NO.2

Shri Bhatnagar being a Promoter and Director has been devoting his full time and attention for the business and operations of the Company. As an outcome of the devoted efforts, contribution and determined leadership of Shri Bhatnagar Company has reached its zenith in the form of terms of turnover and profitability. As Success is a journey and not a destination, the Company is yet to be an outperformer in terms of turnover and profitability in years to come. In spite of that, the acumen of Shri Bhatnagar as a visionary of the Company will definitely add light on the roadmap of the Company. The Board recommends the resolution at Item No. 2 for approval of the members.

Except Shri Suresh Bhatnagar, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution set out at Item No. 2 ITEM NO.4


Ms. Nivedita Pandya, is an Independent Director of the Company pursuant to section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. She joined the Board of Directors of your Company in the month of March, 2015 as an Additional Director appointed by Board of Directors on recommendation of Nomination and Remuneration committee. Ms. Pandya is a Graduate in Mechanical Engineering from S.P University - V.V Nagar, with wide techno- commercial experience in industries majorly in cable industry. She played pivot roles in the execution of several prestigious Green field projects including setting up of state of art HV- EHV cable plants , Tower manufacturing plant etc, UHV Laboratory & R & D centre etc. She is not holding any shares in the Company. The Company has received declaration from her confirming that she meets with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013. The Board of Directors of your Company after reviewing the declaration submitted by Ms Pandya, are of the opinion that she meets the criteria of independence as per the provisions of Section 149(6) of the Companies Act, 2013 and rules made thereunder and also meets with the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges, for her appointment as an Independent Director of the Company and is independent of the management. The Company has received a notice in writing from a member along with the deposit of requisite amount under Section 160 of the Companies Act 2013, proposing Ms. Nivedita Pandya as a candidate for the office of Director of the Company. The Board recommends the resolution at Item No. 4 for approval of the members. None of the Directors except Ms. Nivedita Pandya and Key Managerial Personnel of the Company or their relatives are concerned or interested financially or otherwise, in the resolution as set out at item No. 4.


S N Bhatnagar Chairman Date: 14th August, 2015 Place: Vadodara Registered Office: Essen Info Park 5/9-10 BIDC GORWA, Vadodara-390016, (Gujarat) India.


DIAMOND INFOSYSTEMS LIMITED L24110GJ1993PLC019094

REGD. OFFICE: ESSEN INFO PARK 5/9-10 BIDC GORWA, VADODARA-390016, (GUJARAT) INDIA. PH.: 0265-2284328, 2283969, FAX: 0265-2280528

E-MAIL:[email protected] website: www.diinsy.com

FORM NO. MGT-11 PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014

Name of the Member(s): _____________________________________________

Registered Address: _________________________________________________

E-mail Id:__________________________________________________________

Folio No./Client Id: __________________________________________________

DP ID: ____________________________________________________________

I/We, being the member (s) of ………………………………. Shares of the above named Company,

hereby appoint

1. Name: ________________________________________

Address: ______________________________________

E-mail Id: _____________________________________

Signature: ___________________________________________, or failing him

2. Name: ________________________________________

Address: ______________________________________

E-mail Id: _____________________________________


3. Name: ________________________________________

Address: ______________________________________

E-mail Id: _____________________________________


As my/our proxy to attend and vote (on a poll) for me/ s and on my/our behalf at

the 22nd Annual General Meeting of the Company, to be held on the 30th September,

2015 at 2.00 p.m. at Vadodara and at any adjournment thereof in respect of such

resolutions as are indicated below:




RES. NO

DESCRIPTION FOR* AGAINST*

01. Adoption of Annual Accounts and Reports thereon for the financial year ended 31st March, 2015.

02. To Consider and Re-appoint Vijay N Tewar& Co. Statutory Auditor of the Company and to fix their remuneration

03. To Consider and Re-appoint Shri Suresh Narain Bhatnagar (DIN 01661444), who retires by rotation and being eligible to offers himself for re-appointment

04. To Appoint Ms. Nivedita Pandya (DIN 02992638) as woman Director of the Company

Signed this __________ day of September, 2015

Signature of Shareholder

Affix

Revenue

Stamp

Documents

Diamond Infosystems Limited · Analysis, re-engineering, System Study like ERP, ISO 9002, developing in-house internal audit system and putting in place the MIS for decision making