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DIAMOND INFOSYSTEMS LIMITED

Annual Report 2013-14 Page 1

TABLE OF CONTENTS

1. Corporate Information

2. Our Values

3. Chairman’s Communiqué

4. Company’s Overview

5. Board of Directors Profile

6. Notice & Director’s Report

7. Corporate Governance Report

8. Management Discussion & Analysis report

9. Auditors Report & Financial Sections



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

Shri PrakashSinha Shri GajendaraNarayan Verma

Shri Gajendra Narayan Verma INVESTOR COMMITTEE

Shri NamoNarain Bhatnagar Shri G N Verma (Chairman)

Shri Triloki Narayan Bhatnagar Shri Triloki Bhatnagar

Shri PrakashSinha CORPORATE SOCIAL RESPONSIBILITY

(CSR) COMMITTEE Shri Namo Bhatnagar (chairman)

Shri Sumit Bhatnagar

Shri Amit Bhatnagar

AUDITORS REGISTRAR AND TRANSFER Vijay Tewar& Co. Karvy Computershare Pvt Ltd

Statutory Auditor Plot no. 17 to 24, Vittalrao Nagar 315-316, Panorama, Madhapur,

R.C. Dutt Road Hyderabad-500 081 Vadodara-390 007



BANKERS SECRETARIAL AUDIT

Corporation Bank K H Associates Citibank

Allahabad Bank HDFC Bank



CORPORATE VALUES

“A Vision is not just a picture of what could be, it is an appeal to our better

selves, A call to become something more. To be a respected and valued business

that delivers best of breed business solutions, manage customer facilities with

ownership, and leverage technology and to make it our habit to deliver these by

best in class people”.

“To achieve our objectives “Your process is our business. Your world is our

enterprise” with crystal like honesty, by all fair means, and by extending courtesy

towards our clients, employees, vendors and society to enable a friendly IT eco

enable environment. A mission is an image of desired state that u want to achieve.

http://www.google.co.in/url?sa=i&rct=j&q=vision&source=images&cd=&cad=rja&docid=D4LJ7QfC6pAqPM&tbnid=dfycSiJVNKb-RM:&ved=0CAUQjRw&url=http://www.icespl.com/vision.php&ei=xVTNUceAIo6CrgeXj4GgBg&bvm=bv.48572450,d.aGc&psig=AFQjCNEGsOdFRK2HrgEhhPLwqWzxdrv9HA&ust=1372496792940489

http://www.google.co.in/imgres?q=mision&hl=en&biw=1188&bih=566&tbm=isch&tbnid=N3WOAAFIv_8GwM:&imgrefurl=http://www.advocasy.com/about.html&docid=K_cbxDPk_nT8oM&imgurl=http://www.advocasy.com/images/mision.jpg&w=1298&h=537&ei=nFbNUeb_GIaViAeO5IHIAg&zoom=1&ved=1t:3588,r:28,s:0,i:177&iact=rc&page=3&tbnh=144&tbnw=313&start=26&ndsp=15&tx=161.56524658203125&ty=85.13046264648437



The values that drive us underscore our commitment to:

CUSTOMER DELIGHT

To surpass customer expectations consistently.

LEADERSHIP BY EXAMPLE

To set standards in our business and be an identity for the industry and

ourselves.

INTEGRITY AND TRANSPARENCY

To be ethical, sincere and transparent in all our transactions.

FAIRNESS

To, be objective, precise and transaction-oriented, and thereby earn trust

and respect.

PURSUIT OF EXCELLENCE

To, strive relentlessly; constantly improve ourselves, our resources, our services and products to become the best.

http://www.google.co.in/imgres?q=corporate+values&start=230&hl=en&biw=1188&bih=566&tbm=isch&tbnid=YJ1oy3EesWHJKM:&imgrefurl=http://humanpartnerz.com/CorprateValue_us.html&docid=38fKZ6COyKl8hM&imgurl=http://humanpartnerz.com/images/imggggg.jpg&w=825&h=200&ei=oV3NUYS-OIqglAXW64CIAg&zoom=1&ved=1t:3588,r:30,s:200,i:94&iact=rc&page=17&tbnh=85&tbnw=318&ndsp=14&tx=137.5652313232422&ty=33.043487548828125



A CONVERSATION WITH OUR CHAIRMAN

“Coming together is a beginning; keeping together is progress; working together is success. Personal and moral integrity is one of our basic fundamentalsand it has to start with each of us,” he said.

It gives me immense pleasure to share the performance and

highlights for the financial year 2013-14. We also are proud of the

service of our board members, andof the processes we have in place

to serve our shareholders.

As your Chairman, I am pleased that we continue to strengthen

ourstructure and best practices. As there is a huge opportunity for

leading Services Companies and it is up to us grab those opportunity. Our commitment to

transparency and the highest standards of Corporate Governance will remain unchanged.

We want to be leaders in growth rate and quality with value and value addition to

customers. Our Success is linked to Customer’s Success.

I am gratified of DIINSY for :

• A fair, transparent and value-driven corporate governance

• A strong strategy for longer-term business growth

• Initiatives for community betterment

•Our stewardship of the environment

I know we still have a long way to go but I can assure you that we will never stop

working to be better tomorrow than what we are today.

S N Bhatnagar

Chairman



COMPANY OVERVIEW

The future of business intelligence is here @

DIINSY

DIINSY

NETWORK

SERVER

WEB

DESKTOP

LAPTOP

PRINTER

UPS WAN

STORAGE & BACKUP

OFFICE APPLICATION

BUSINESS INTELLIGENCE

ERP

DATA CENTRE



DIINSY, a group company of Diamond Power Infrastructure Limited group, 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 Ltd (DIINSY) as a “Business Intelligence Catalyst” provides

single point IT solutions that efficiently streamline vast flow of 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

15years, 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.



INFRASTRUCTURE AT DIINSY

DIINSY welcomes you to its well-furnished offshore development center located in

Vadodara, Gujarat, India. Our professionals are segmented into different teams

according to their specializations like – NET, SAP,Microsoft Dynamics, IT

Infrastructure, System Analysts, Designing, Testing, Maintenance, Administration,

Accounts, and Human Resources etc.Highlights of our robust infrastructural

facilities:



Office Area:

• We operate through our well-built development center which also functions

as our Head Office.

• The Development area is over 15000 sq. feet with Extensive Team of

experienced professionals

Resources:

• High-end servers

• Latest work stations

• Updated software

• 24/7 high speed Internet access

• Well-furnished cabins and seating arrangements

• Air conditioned rooms

• Separate conference room

• Separate Server room

• Pantry area (for having lunch/snacks)

Security Provisions:

• CCTV

• Electronic card based Access Control System (for restricted entry in the

development area)

• Secure Networks

• Prohibition of bringing external devices such as – pen drives, laptop, HDD

etc.

Connectivity:

• Round the clock connectivity for customer care support

• Contact us via chat, e-mail, IM

• Video conferences



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.



IT SOLUTIONS THAT CUT CONCERNS. NOT CORNERS.

DIAMOND INFOSYSTEMS LTD

IMG Division

System Integration

Server

Desktop/Laptop

Netwok /WAN/

LANCCTV

Data Centre

Mobile Application

s

Security Systems

Attendance Recording

Video Conferencencing

Web Solutions

Web Desiging

Web Development

Portal Management

Web Hosting

Web Hosting

Web Domain

Reg

E-mail Solutions

Applications

Employee Portal

CRM

Customer Portal

IT Enabled Services

E-mail Management

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 Consulting

System Audit

Process Re-engineering



DIAMOND INFOSYSTEMS 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 19 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 15 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 SavliTaluka 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 35

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.



NOTICE

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]: www.diinsy.com

=========================================================================================

NOTICE is hereby given thattheTwenty First Annual General Meeting of the

Members of theM/s Diamond Infosystems Limited will be heldon Tuesday, 30th

September, 2014 at 2.00 P.Mat theRegistered 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, 2014 and Balance Sheet as of that date togetherwith the Reports of the Directors and Auditors thereon.

2. To appoint a Director in place of Mr.NamoNarain Bhatnagar, who retires by

rotation and being eligible offers himself for re-appointment.

3. To appoint a Director in place of Mr. Triloki Narayan Bhatnagar, who retires by rotation and being eligible offers himself for re-appointment.

4. To appoint a Director in place of Mr. G N Verma, who retires by rotation and

being eligible offers himself for re-appointment.

5. To appoint a Director in place of Mr. Prakash Sinha Bhatnagar, who retires

by rotation and being eligible offers himself for re-appointment.

6. 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 ofSection 139 of the Companies Act, 2013 and the Rulesmade thereunder, Shri Vijay .N.Tewar, Chartered Accountant, Vadodara, bearing ICAIMembership No. 040676, be

and is hereby appointedas the Auditor of the Company, to hold office from the conclusionof this Annual General Meeting till the conclusion of

thethirdAnnual General Meeting held thereafter (subjectto ratification of the

mailto:[email protected]

http://www.diinsy.com/



appointment by the members atevery AGM held after this AGM) on a remuneration asmay be fixed by the Board of Directors of the Company.

SPECIAL BUSINESS

7. To consider and if thought fit, to pass with or without modification(s), the

following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the

rulesmade thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the

Companies Act, 2013, Mr. NamoNarain Bhatnagar (holding DIN 02389040), Director of the Company who retires by rotation at the Annual General Meeting and in respectof whom the Company has received a notice in writing

from a member proposing his candidature for the office of Director, be and is hereby appointedas an Independent Director of the Company to hold office

for five consecutive years for a term up to 31st March, 2019.”



RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the rulesmade thereunder (including any statutory modification(s) or re-

enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013, Mr.Triloki Narayan Bhatnagar (holding

DIN02397298), Director of the Company who retires by rotation at the Annual General Meeting and in respectof whom the Company has received a notice in writing from a member proposing his candidature for the office of

Director, be and is hereby appointedas an Independent Director of the Company to hold office for five consecutive years for a term up to 31st March, 2019.”



RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the rulesmade thereunder (including any statutory modification(s) or re-

enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013, Mr. Gajendra Narayan Verma (holding DIN01869397),

Director of the Company who retires by rotation at the Annual General Meeting and in respectof whom the Company has received a notice in writing from a member proposing his candidature for the office of Director, be and is



hereby appointedas an Independent Director of the Company to hold office for five consecutive years for a term up to 31stMarch, 2019.”



“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the

rulesmade thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the

Companies Act, 2013, Mr. Prakash Sinha (holding DIN 00775879), Director of the Company who retires by rotation at the Annual General Meeting and in respectof whom the Company has received a notice in writing from a

member proposing his candidature for the office of Director, be and is hereby appointedas an Independent Director of the Company to hold office for five

consecutive years for a term up to 31stMarch, 2019.”

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) INDIANOT 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,

26th of September, 2014 to Tuesday, 30thof September, 2014 (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, Plot No. 17 to 24,

VittalraoNagar, Madhapur, Hyderabad 500 081.

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 Vice President, 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 21stAnnual General Meeting

and the Annual Report for 2013-14 will also be available on the Company’s

website.www.diinsy.com

14. Member’sdesire 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 andAdministration) Rules, 2014 the

business may be transacted through electronic voting system and the

Company is providing facilityfor voting by electronic means (“e-voting”) to its

members. The Company has engaged the services of

KarvyComputerSharesPvt.Ltd to provide e-voting facilities and for security

and enabling the members to cast their vote in a secure manner. It may be

notedthat this e-voting facility is optional. The e-voting facility will be

available at the link https://evoting.karvy.com


https://evoting.karvy.com/



Commencement of e-voting, From Monday 22nd September, 2014 at 9.00

a.m., Closure of e-voting,Wednesday, 24th September, 2014 Upto 5.00 p.m.

The login ID and password for e-voting along with process, manner

andinstructions for e-voting is being sent to the members whohave not

registered their e-mail IDs with the Company along with physical copy of the

notice. Those members who have registeredtheir e-mail IDs with the

Company / their respective Depository Participants are being forwarded the

login ID and password for e-votingalong 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 newpassword 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 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, youwill not be

allowed to modify your vote. During the voting period, Members can login

any numbers of times till they have voted on theResolution(S).

12. Corporate/Institutional Members (i.e. other than individuals, HUF, NRI

etc.) are also required to send scanned certified true copy (pdfformat) 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] scanned image of the above mentioned

documents should be in the naming format “Diamond InfosystemsLimited

AGM 30thSeptember, 2014”.

B. Instructions for members whose email IDs are not registered with the

Company/ their respective Depository participants(s) or who havespecifically

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 areregistered 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 sendingfuture

communication(s).

III. The e-voting period commence on Monday, 22ndSeptember, 2014 (9 a.m.)

and ends on Wednesday24thSeptember, 2014 (5 p.m.). During this period






shareholders’ ofthe Company, holding shares either in physical form or in

dematerialized form, as on cut-off date (record date) being Friday, 29th

August, 2014may cast their vote electronically in the manner and process

set out hereinabove. The e-voting module shall be disabled or voting

thereafter. Once the vote on a resolution is cast by the Members, the

Members shall not be allowed to change itsubsequently. Further the

Members who have casted their vote electronically shall not vote by way of

poll, if held, at the meeting.

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, 29th August, 2014.

V. The Board of Director has appointed M/s. Swati Bhatt & Co., Practicing

Company Secretary as the Scrutinizer to scrutinize the e-votingprocess 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 thevotes in the presence

of at least two (2) witnesses not in the employment of the Company and

make Scrutinizer’s Report of the votescast in favour or against, if any,

forthwith 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 AGMdate subject to receipt

of the requisite number of votes in favour of the Resolution(s).

VIII. The Results declared alongwith the Scrutinizer’s Report shall be placed

on the Company’s website www.diatron.in and on thewebsite of the service

provider (https://evoting.karvy.com) within two (2) days of passing the

resolution at the AGM of theCompany 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 NamoNarain Bhatnagar*

Position Independent Director

Profile Mr. NamoNarain Bhatnagar has 35 years of experience with India Trade organization, 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. He has been associated with our company now and his guidance and support has helped your company to reach new

horizons.

Date of

Joining

27th September, 2011

Name of the Director

Shri Triloki Narayan Bhatnagar *


Profile Shri Triloki Narayan Bhatnagar is associated with our company for a decade and his long association with

your company has proved to be very fruitful for its growth and success.

Date of Joining

29th April, 2002

Name of the

Director

Shri G N Verma*


Profile 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.

Date of Joining

7th January,1995



Name of the

Director

Shri Prakash Sinha*


Profile 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.

Date of

Joining

29th April,2002

*Above details are as per the records available as on 31st March, 2014

The Board of Directors recommended the re-appointment of ShriNamoNarain Bhatnagar,ShriTriloki Narayan Bhatnagar, Shri Prakash Sinha and Shri. G N Verma Except these Directors, none of the directors are concerned or interested in their re-appointment

19. All documents referred to in the accompanying Noticeand the Explanatory

Statement shall be open forinspection at the Registered Office of the Companybetween 11.00 am and 1.00 pm on all working days except Saturday, up to and including the date of the AnnualGeneral Meeting of the

Company.

By Order of the Board,

S N Bhatnagar Chairman

Date: 13th August, 2014

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.7

Shri NamoNarain Bhatnagar is an Independent Director of the Company. He Joined the Board of Directors of the Company in 27th September, 2011.

Shri NamoNarain Bhatnagar retires at the ensuing Annual General Meeting under the erstwhile applicable provisions of the Companies Act, 1956. In terms of Section

149 and any other applicable provisions of the Companies Act, 2013, Shri NamoNarain Bhatnagar being eligible and offering himself for appointment, is proposed to be appointed as an Independent Director for Five Consecutive years for

a term upto 31st March, 2019. A notice has been received from a member proposing Shri Namo Bhatnagar as a candidate for the office of the Director of the Company.

In the opinion of the Board Shri Namo Bhatnagar fulfills the conditions specified in

the Companies Act, 2013 and rules made thereunder for his appointment as an Independent Director. The Board considers that his continued association would be of immense benefit to the Company and would be desirable to continue to avail

services of Shri Namo Bhatnagar as an Independent Director.

Except Shri Namo Bhatnagar, being an appointee, none of the Directors and Key Managerial Personnel of theCompany and their relatives is concerned or interested,financial or otherwise, in the resolution set out at Item No. 7

ITEM NO.8

Shri Triloki Narayan Bhatnagar is an Independent Director of the Company. He Joined the Board of Directors of the Company in 29th April, 2002.

Shri Bhatnagar retires at the ensuing Annual General Meeting under the erstwhile applicable provisions of the Companies Act, 1956. In terms of Section 149 and any

other applicable provisions of the Companies Act, 2013, Shri Bhatnagar being eligible and offering himself for appointment, is proposed to be appointed as an

Independent Director for Five Consecutive years for a term upto 31st March, 2019. A notice has been received from a member proposing Shri Bhatnagar as a candidate for the office of the Director of the Company.

In the opinion of the Board Shri Bhatnagar fulfills the conditions specified in the Companies Act, 2013 and rules made thereunder for his appointment as an

Independent Director. The Board considers that his continued association would be of immense benefit to the Company and would be desirable to continue to avail

services of Shri Triloki Bhatnagar as an Independent Director.



Except Shri Bhatnagar, being an appointee, none of the Directors and Key Managerial Personnel of theCompany and their relatives is concerned or

interested,financial or otherwise, in the resolution set out at Item No. 8.

ITEM NO.9 Shri G N Verma is an Independent Director of the Company. He Joined the Board

of Directors of the Company in 7th January, 1995. Shri Verma retires at the ensuing Annual General Meeting under the erstwhile

applicable provisions of the Companies Act, 1956. In terms of Section 149 and any other applicable provisions of the Companies Act, 2013, Shri G N Verma being

eligible and offering himself for appointment, is proposed to be appointed as an Independent Director for Five Consecutive years for a term upto 31st March, 2019. A notice has been received from a member proposing Shri Verma as a candidate for

the office of the Director of the Company.

In the opinion of the Board Shri Verma fulfills the conditions specified in the Companies Act, 2013 and rules made thereunder for his appointment as an Independent Director. The Board considers that his continued association would

be of immense benefit to the Company and would be desirable to continue to avail services of Shri Verma as an Independent Director.

Except Shri Verma, being an appointee, none of the Directors and Key Managerial Personnel of theCompany and their relatives is concerned or interested,financial or

otherwise, in the resolution set out at Item No. 9.

ITEM NO.10 Shri Prakash Sinha is an Independent Director of the Company. He Joined the

Board of Directors of the Company in 29th April, 2002.

Shri Sinha retires at the ensuing Annual General Meeting under the erstwhile applicable provisions of the Companies Act, 1956. In terms of Section 149 and any other applicable provisions of the Companies Act, 2013, Shri Prakash Sinha being

eligible and offering himself for appointment, is proposed to be appointed as an Independent Director for Five Consecutive years for a term upto 31st March, 2019.

A notice has been received from a member proposing Shri Sinha as a candidate for the office of the Director of the Company.

In the opinion of the Board Shri Sinha fulfills the conditions specified in the Companies Act, 2013 and rules made thereunder for his appointment as an Independent Director. The Board considers that his continued association would

be of immense benefit to the Company and would be desirable to continue to avail services of Shri Sinha as an Independent Director.



Except Shri Sinha, being an appointee, none of the Directors and Key Managerial

Personnel of theCompany and their relatives is concerned or interested,financial or

otherwise, in the resolution set out at Item No. 10.

By Order of the Board,

S N Bhatnagar

Chairman

Date: 13th August, 2014 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: _____________________________________

Signature: ___________________________________________, or failing him

3. Name: ________________________________________

Address: ______________________________________

E-mail Id: _____________________________________

Signature: ___________________________________________,





As my/our proxy to attend and vote (on a poll) for me/ s and on my/our

behalf at the 21st Annual General Meeting of the Company, to be held on the

30th September, 2014 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, 2014.

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 NamoNarain

Bhatnagar, who retires by rotation and being eligible offers himself for re-appointment

04. To Consider and Re-appoint Shri TrilokiNarayan

Bhatnagar, who retires by rotation and being eligible offers himself for re-appointment

05. To Consider and Re-appoint Shri G N Verma, who retires by rotation and being eligible offers

himself for re-appointment

06. To Consider and Re-appoint Shri Prakash Sinha,

who retires by rotation and being eligible offers himself for re-appointment

07. To Consider and Re-appointment Shri

NamoNarain Bhatnagar being eligible and offering himself for appointment, is proposed to

be appointed as an Independent Director for Five Consecutive years for a term upto 31st March, 2019

08. To Consider and Re-appointment Shri TrilokiNarayan Bhatnagar being eligible and

offering himself for appointment, is proposed to be appointed as an Independent Director for Five Consecutive years for a term upto 31st March,

2019

09. To Consider and Re-appointment Shri G N

Verma being eligible and offering himself for appointment, is proposed to be appointed as an

Independent Director for Five Consecutive years for a term upto 31st March, 2019

10. To Consider and Re-appointment Shri Prakash



Sinha being eligible and offering himself for

appointment, is proposed to be appointed as an Independent Director for Five Consecutive years for a term upto 31st March, 2019

Signed this __________ day of September, 2014

Signature of Shareholder

Affix

Revenue

Stamp



DIRECTORS REPORT

Your Directors take pleasure in presenting the Twentieth Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2014.

RESULTS FROM OPERATION

(Rs. In lacs)

PARTICULARS 2013-14

(Rs.)

2012-13

(Rs.)

GROSS TOTAL INCOME 27899.70 28803.20

GROSS TOTAL EXPENCES 27701.37 28508.72

PROFIT /(LOSS) BEFORE

INTEREST,DEPRECIATION,TAX AND AMORTIZATION.

198.33 294.48

(Less): Depreciation & Amortization

(Less): Finance Charges

7.01

21.29

7.66

17.21

PROFIT BEFORE TAXATION: 170.03 269.61

(Less): - Provision For Taxation (Less): - Fringe Benefit Tax

36.00 0.21

45.00 0.52

NET PROFIT/(LOSS) FOR THE YEAR 133.82 224.09

(Less): Balance Brought Forward from

Previous year - -

BALANCE CARRIED FORWARD TO BALANCE

SHEET - -

Earnings Per Share 2.27 3.81

DEPOSITS

The Company has not accepted any deposits during the year within the meaning of

the Companies (Acceptance of Deposits) Rules, 1975. REVOCATION OF SUSPENSION OF LISTING

It gives us immense pleasure to inform our valued and loyal shareholders that your Company’s scrip which was suspended by Bombay Stock Exchange (BSE) in 2002

due to penal provisions is re-listed on the Bombay Stock Exchange again.



CURRENT OPERATIONS

“In today’s rapidly changing business scenario, information is the power to propel ahead.”

Today with the advancement of science and technology, information is growing not merely by bytes but by terabytes and dealing with such voluminous information is

a huge challenge for businesses to make quick and speedy decisions. Diamond Infosystems Limited, a group company of Diamond Power, is amongst the

fastest upcoming and growing services, BPO and Product Engineering companies.

The operations of the Company now can be classified into following segments: 1. IMG Division (Infrastructure Management Group)

Under the IMG Division Diamond Infosystems has a wide array of products and

services to offer under the following heads:-

System Integration

Hardware sales & services

DIL offers a large and varied set of product sales and services including a full range of hardware solutions from entry level PCs/Notebooks to high-end

servers for the needs of Corporate, Small Business and Home customers. We also provide/sell various hardware devices from various business alliances like DELL, HCL, Intel, HP, IBM, Toshiba to name a few.

Network Integration

Our Network Integration solutions and services ensure that your communication networks deliver the performance your business relies on.

Our Network Integration solutions and services ensure that your communication networks deliver the performance your business relies on.

Peripheral Sales & Services

DIL also provides peripheral sales and services from various partners with competitive market rates and enables quick after sales service.

System Maintenance &Up gradation

DIL has a very prompt customer helpdesk for quick reporting and on-phone

guidance. It is also equipped with latest debugging tools & equipment.



Web Solutions

Diamond Infosystems is helping companies leapfrog into the future by creating a strong web presence. Our web solutions are helping turn 9 to 5

business operations into 24*7 revenue generating machines. Our web services and solutions include:-

Domain Registration Domain names from DIL give you a complete web presence. Registering your

domain names with DIL ensures you great customer service, the best pricing along with a host of other features.

Website Hosting We are one of the most competitive web service providers offering host of services for building your web presence. We specialize in composite,

managed servers, dedicated servers, dedicated hosting, virtual private servers (VPS hosting), ASP. NET and LAMP web hosting solutions. We provide hosting solution for both Windows and Linux platform both.

Website Designing Diamond Infosystems specializes in highest quality interactive websites,

logos, and templates as well as ecommerce website design and also specializes in Website User Interface, Website Re-design, Web 2.0 based

Layout Designing, HTML/CSS, DIV/CSS (Table less Designs) and JS/DHTML.

E-Commerce Development DIL focuses on custom Ecommerce solutions & custom web site development that fit your business challenges. Our Ecommerce initiatives improve sales

performances, customer satisfaction and marketing initiatives undertaken by a company

Applications

IT Enabled Services

Networking Management Solutions The company has revived the business of hardware and networking solutions

it had expertise of, the basic reason of reviving the sector was to offer the small and medium sector ERP customers for MICROSOFT products with one

stop solutions to their hardware and networking needs along with the software.



Microsoft Dynamics CRM

Diamond Infosystems Ltd offers you the benefit of working with the most experienced Microsoft Dynamics CRM implementation team in the world.

Our Microsoft Dynamics CRM team members have on average more than eight years of product experience.

2. AMG Division (Application Management Group) We offer the following services under our AGM division:-

Enterprise Resource Planning (ERP)

Based on the experience and expertise gained on implementation and maintenance of SAP, R/3 and ERP package; now the Company is equipped to take scale assignments for AS-IS, TO-BE, GAP Analysis, Business

reengineering, Customization, Implementation and going live. Basically this expertise and presence in the market has positioned as strategically in the

market to sell and implement the products offered by MICROSOFT India as MICROSOFT Certified Partner.

Microsoft Dynamics NAV

Diamond Infosystems offers you the benefit of working with one of the most

experienced Microsoft Dynamics NAV implementation team which possesses more than eight years of product experience. They are experts at devising back-end financial, supply chain management, and e-commerce solutions for

manufacturing and distribution environments.

SAP Business One

SAP has designed SAP Business One, a business management software application, specifically for small and midsize businesses (SMBs) which are

used by over 10,000 customers today. It is an affordable, easy-to-use way to manage critical business functions across sales, distribution, and

financials. Diamond Infosystems offers SAP Business One, which has enabled owners to increase profitability and achieve new levels of control.

FUTURE PROSPECTS

Your Company sustains a relentless competitive focus as the economic climate is expected to remain challenging. Your Company will continue to deploy resources in a focused manner to secure stakeholder interest and

pursue growth. The future prospectus of the industry is grim thus it is very important for

us to sustain and venture into new and better areas within the IT industry to survive and make the entity profitable. As a measure of the same, it gives



us immense pleasure to inform you that Diamond Infosystems Limited would be soon opening an office in Dubai followed by South Africa and New

Zealand to manage its business operations abroad.

DIRECTORS

In accordance with the Companies Act, 2013 and the Articles of Association of the Company Shri NamoNarainBhatngar, Shri Triloki Bhatnagar,Shri G N Verma and Shri Prakash Sinha retires by rotation at the ensuing annual

general meeting and being eligible offers himself from re-appointment. STATUTORY AUDITORS

M/s. Vijay N. Tewar& Company, Chartered Accountants, bearing ICAI

Membership No. 040676 and Statutory Auditors of the Company, retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from M/s Vijay N. Tewar, of such

appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under, as may be applicable.

AUDITORS’ REPORT

The Auditors’ Report to the shareholders does not contain any qualification.

FIXED DEPOSITS The company has not accepted any deposits from public during the year

under review to which provisions of Section 58A of the Companies (Acceptance of Deposits) Rules, 1975 as amended is applicable.

INSURANCE

All the insurable interests of our Company including inventories, buildings and liabilities under legislative enactments are adequately insured.

PERSONNEL

“Growth is never by mere chance, it is the result of forces working together”

The employees of your company being firm believers of the cited quotation with their loyalty, dedication and hardwork have nurtured Diamond

Infosystems Limited resulting to what it is today. Due to the trained and



qualified personnel, we are uniquely positioned to offer superior and distinctive services to our clients.

QUALITY CONTROL

Your company’s mission is to cater to the needs of its clients by providing

high quality services which would strengthen the customer loyalty. In terms of quality, the Company is certified by ISO 9001-2008 which acts as a benchmark to the Company ensuring continued high quality services

enabling customer satisfaction.

RISK MANAGEMENT

As part of the Risk Management Process, during the year, the Company reviewed the various risks and finalized mitigation plans. These were

reviewed periodically by the Management and closely monitored and reviewed the risk plans periodically.

CORPORATE GOVERNANCE

As per the requirement of Clause 49 of the Listing Agreement entered into with the BSE Limited a detailed report on Corporate Governance is set out in this report. The Statutory Auditors of the Company have examined the

Company’s Compliance in this regard and have certified the same. As required under the SEBI Guidelines, such certificate is reproduced in the

Report. A separate Management Discussion and Analysis Report on the company’s performance are attached to this report.

The declaration given by the Managing Director and Joint Managing Director with regard to compliance of Company’s code of conduct by the Board

members and senior management is furnished to this report. CORPORATE SOCIAL RESPONSIBILITY VOLUNTARY GUIDELINES

In accordance with Section 135 of the Companies Act, 2013, the Board of Directors of the Company at their meeting held on 13th August, 2014 framed

CSR Committee

DIRECTORS' RESPONSIBILITY STATEMENT Under Section 217(2AA) of the Companies Act, 1956, the directors confirm

that:



a) In the preparation of Annual Accounts, the Company has followed the applicable Accounting Standards issued by the Institute of Chartered

Accounts of India along with proper explanation relating to material departures;

b) Such accounting policies have been selected and consistently applied and judgments and estimates made thus are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year

ended 31st March, 2014 and of the Profit /Loss for the year ended on that date;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the

Companies Act, 1956, for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The annual Accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their gratefulness to SEBI, Bombay Stock Exchange, Government Authorities, Bankers, Employees & its Shareholders for their continued support and co-operation.

FOR AND ON BEHALF OF THE BOARD

Place: Vadodara Date: 13th August, 2014 Chairman



CORPORATE GOVERNANCE REPORT

Good corporate governance in Diamond Infosystems Limited is not only about

being a one-stop IT and business consulting solution provider to its clients but also

to focus on strengthening the wealth for all its stakeholders without compromising

on the social obligations, environment and regulatory complianceby adhering to

the highest levels of ethical business practices.

Diamond being aresponsible corporate citizen has established various programs

and systems to ensure the Company is managed to suit the best interest of all the

stakeholders. In addition to this, the Company has also adopted the requirements

of Corporate Governance under Clause 49 of the Listing Agreement with the Stock

Exchange, which are given below:

BOARD OF DIRECTORS

Composition

The Board of Directors comprises seven directors, out of which 4 directors are non-

executive Independent directors. The Managing Director is the only executive

director. Two third of the directors are the Independent Directors, i.e., independent

of the management and free from any business or other relationship which could

materially interfere with the exercise of their independent judgment. The directors

collectively bring to the Board a wide range of experience and skills from different

fields. The composition of the board is in conformity with the Listing Agreement.

None of the Board of Directors is a member of more than 10 committees and

Chairman of more than 5 committees across all the Companies in which they are

Directors as per their representation.

As a mandated under the existing Clause 49 of the Listing Agreement, the

Independent Directors on the Board of the Company:

- Apart from receiving Director’s Remuneration, do not have any material

pecuniary relationship or transactions with the Company, its promoters,

Directors, Senior Management or its Holding Company, Subsidiary and

Associates which may affect independence as a Director;

- Are not related to promoters or persons occupying management positons at

the Board level or at one level below the Board;



- Have not been executive(s) of the Company in the immediately preceding

three financial year;

- Are not partners(s) or executive(s) during the preceding three years, of any of

the following:

i. Statutory audit firm or the internal audit firm that is associated with the

Company,

ii. Legal firm(s) and consulting firm(s) that have a material association with

the Company.

- Are not material supplier(s), service provider(s) or customer(s) or lessor(s) or

lessee(s) of the Company, which may affect independence of the Director;

- Are not substantial shareholders of the Company i.e. do not own two per

cent or more of the block of voting shares;

- Are not less than 21 years of age

None of the Independent Directors of the Company are related to each other.

Attendance of the Directors at the Board Meeting, last AGM and details of

membership in other Board/Committee are as under:

Name Category / Position

No. of Board Meetings AGM

30.09.2013

No. of other Directorship

No. of other

Board Committees

Held Attended Member Chairm

an Member

Chair

man

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

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 -



Ex = Executive Director, NE = Non-Executive Director, C = Chairman, MD =

Managing Director.

Four Board Meetings were held during the year under review on 30.05.2013,

05.08.2013, 14.11.2013 and 14.02.2014. The gap between two meetings did not

exceed four months.

The information as required under Annexure-I to Clause 49 is being made available

to the Board.

Code of Conduct

The Board has laid down separate Code of Conduct for Directors and Senior

Management personnel of the Company.The Board and Senior Management

personnel have affirmed compliance with the Code of Conduct.

As required under Clause V of Clause 49 of the Listing Agreement with the stock

exchange, the Managing Director has certified to the Board the financial

statements for the year ended 31st March, 2014. He further declared that all the

board members and senior personnel have affirmed compliance with the code of

conduct for the year ended 31st March, 2014.

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.

AUDIT COMMITTEE

The Audit Committee of the Company functions under the Terms of Reference as

stipulated by Clause 49 of the Listing Agreement and the Companies Act, apart

from overseeing the process of checks and balances in the working of the

Company.

The composition of the Audit Committee with change during year and the details of

meetings attended by the Members are given below:



Sr.

No.

Names of Members Position Status No. of Meetings

Held Attended

1 Shri Prakash Sinha Independent

Director

Chairman 4 4

2 ShriTriloki

Bhatnagar

Independent

Director

Member 4 4

3 Shri G N Verma Independent

Director

Member 4 4

Shri Prakash, Chairman of the Audit Committee has Accounting and financial

expertise and all the members of the Audit Committee are financially literate.

Four Audit Committee Meetings were held during the year under review on

30.05.2013, 05.08.2013, 14.11.2013 and 14.02.2014.

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.

STAKEHOLDERS’ GRIEVANCES & RELATIONSHIP COMMITTEE (FORMERLY

KNOWN AS INVESTORS’ GRIEVACES COMMITTEE)

In accordance with Section 178(5) 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 Investors Grievances Committee to Stakeholders’

Grievances & Relationship Committee and enhanced their role.

The composition, names of the members, chairperson, and particulars of the

meetings and attendance of the members during the year are as follows:

Sr.

No.

Names of Members Position Category No of Meeting

Held Attended

1 Shri G N Verma Chairman Independent

Director

4 4

2 Shri Prakash Sinha Member Independent

Director

4 4

3 Shri Triloki Bhatnagar Member Independent

Director

4 4

Four Investor Grievance Committee Meetings were held during the year under

review on 30.05.2013, 05.08.2013, 14.11.2013 and 14.02.2014.



CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

In accordance with Section 135 of the Companies Act, 2013, the Board of Directors of the Company at their meeting held on 13th August, 2014, 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 ShriNamo 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.

NOMINATION AND REMUNERATION COMMITTEE (FORMERLY TERMED AS

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:

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, 2014.

The Company has not given any advances and loans to any of its Directors

during year 2013-14.

The Details of remuneration and sitting fees for Board and other committee

meetings paid to the Directors for the year ended 31st March, 2014:

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



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.

ANNUAL GENERAL 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 20th Annual General Meeting(2012-

13) held on 30/09/2013

Registered

Office

04:00

P.M.

- N.A.

2 19th Annual General Meeting (2011-

12) held on 29/09/2012

Registered

Office

11:00

A.M.

- N.A.



3 18th Annual General Meeting (2010-

11) held on 30/09/2011

Registered

Office

04:00

P.M.

- N.A.

MATERIAL DISCLOSURES:

- No transaction of material nature has been entered into by the Company with

Directors or Management and their relatives, etc. that may have a potential

conflict with the interests of the Company. The Register of Contracts containing

transactions in which directors are interested is placed before the Board of

Directors regularly.

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

strictures imposed on the company by the 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.

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 thelatest

updates.

GENERAL SHAREHOLDER INFORMATION:

i. 21stAnnual General Meeting :

- Date: 30thSeptember, 2014

- Time: 02:00 P.M.

- Venue: Registered Office of the Company

Essen Info Park, 5/9-10, BIDC Gorwa

Vadodara -390016

Gujarat

ii. Financial Year: Commencing from 1st April, 2013 to 31st March, 2014




iii. Date of Book Closure: Friday, 26th September, 2014 to Tuesday, 30th

September, 2014(both days inclusive)

iv. Listed on:

- The Bombay Stock Exchange Limited, Mumbai

The Listing Fees to Bombay Stock Exchange Ltd. has already been paid for

the year 2013-14

v. Stock Code:

- BSE :- 530801

vi. Registrar and Share Transfer Agent:

Karvy Computershare Pvt. Ltd.

Plot No. 17 TO 24,

Vittalrao Nagar

Madhapur Hyderabad - 500 081

Tel No: 040-23420818 to 28 Ext: 188

Fax No: 040-23421971

vii. Share Transfer System:

Share Transfers in physical form can be lodged with Karvy Computershare Private Limited, Independent Share Transfer Agent, at the abovementioned

address. Transfers are normally processed within 30 days from the date of receipt. If the documents are completein all respects, ShriSumit

Bhatnagar,Managing Directoris empowered to approve transfers, in addition to the powers with the Members of theInvestors’ Grievance Committee. Details of investors’ complaints received during 1st April, 2013 to 31stMarch,

2014 are as follows:

Sr.

No.

Nature of Complaint* Recd. Disposed Pending Remarks

1 Non- receipt of dividend

warrant

0 0 0 --

2 Excess/ Shortpayment of

Dividend Warrant

0 0 0 --



3 Non-receipt of Annual

Reports

0 0 0 --

4 Legal Notice 0 0 0 --

5 Non- receipt of refund order 0 0 0 --

6 Correction of name on

securities

0 0 0 --

7 Non Receipt of Security-

Complaint relating to

transfer of Shares

0 0 0 --

8 Clarification regarding

shares

0 0 0 --

* Information is based on reports prepared by the share transfer agent.

viii. Shareholding Pattern and Distribution of Shareholding

Shareholding pattern

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%

Total 259 5885000 100.00 %



Distribution Schedule - Consolidated as on 31/03/2014

Sr.

no

. Category

Case

s

% of

Cases

Total

shares

Amount

%

Amount

1 1-5000 205 79.15% 39500 395000 0.67%

2 5001- 10000 27 10.42% 22400 224000 0.38%

3 10001- 20000 8 3.09% 10800 108000 0.18%

4 20001- 30000 1 0.39% 2100 21000 0.036%

5 40001- 50000 3 1.16% 13314 133140 0.23%

6 50001- 100000 2 0.77% 12610 126100 0.21%

7

100001&

Above 13 5.01% 5784276 57842760 98.28%

Total: 259 100 5885000 58850000 100.00%

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, 2014 is as follows:

Particulars Number of

Shares

% of total Equity

Share

Physical 1033624 18.00

Electronic 4851176 82.00

Total 5885000 100



Diamond Infosystems Limited,

“ESSEN House

5/9-10 BIDC Gorwa

Vadodara -390016

Phone : 91-265-2284328, 2283969

Fax : 91-265-2280528

E-mail : [email protected]

Other Shareholder Information

Corporate Identity Number (CIN) The CIN allotted to the Company by the Ministry of Corporate Affairs, Government

of India isL24110GJ1993PLC019094.

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 submittedto their Depository Participants

(DP). As per the regulations of NSDL and CDSL, the Company is obliged to print bankdetails 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 dividendpaid 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, forshares held in physical form and in

electronic form respectively, will be printed on their dividend warrants as a measure ofprotection 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 Tel : 022-2272 3333

Fax : 022-2272 3199 e-mail : [email protected]

website : www.cdslindia.com Nomination Facility

Pursuant to the provisions of Section 109A of Act, Members are entitled to

makenominations in respect of shares held bythem. Members holding shares in physical form and intending to make/change the nomination in respect of their shares inthe Company may submit their requests in Form No. 2B to Share

Transfer Agent. Members holding shares in electronic form are requested togive 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 admittedcapital with NSDL and CDSL and the total issued and listed capital. This audit is carried out every quarter

and the reportthereon is submitted to the Stock Exchange as well as placed before the Board of Directors. The audit confirms that the totallisted and paid-up capital is in agreement with the aggregate of the total number of shares in physical form

and the totalnumber of shares in dematerialised form (held with NSDL and CDSL).

For and On Behalf of the Board of Directors

Date: 13th August, 2014 Place: Vadodara

(S N Bhatnagar)

Chairman



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, 2014 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 Place: Vadodara Date: 29th May, 2014 Membership No.0 40676



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, 2014 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

Date:29th May, 2014

Place: Vadodara



MANAGEMENT DISCUSSION ANALYSIS REPORT

The financial statements have been prepared in compliance with the requirements

of the Companies Act, 1956, guidelines issued by the Securities and Exchange

Board of India (SEBI) and the GenerallyAccepted 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 Centers 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 favorably

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.



E-COMMUNICATION REGISTRATION FORM

Dear Shareholders,

You are aware that the provisions of Companies Act, 2013 have been made

effective. Pursuant to Section 101 and Section 136 of the Companies Act, 2013

read with relevant Rules issued there under, Companies can serve Annual Reports

and other communications through electronic mode to those shareholders who

have registered their email address either with the Company or with the

Depository.

It is a welcome move for the society at large, as this will reduce paper consumption

to a great extent and allow shareholders to contribute towards a greener

environment. This is a golden opportunity for every shareholder of Diamond

Infosystems Limited to contribute to the cause of Green Initiative.

We therefore invite all our shareholders to contribute to the cause by filling up the

form given below to receive communication from the Company in electronic mode.

You can also download the appended registration form from the website of the

Company www.diinsy.com

Let’s be a part of this ‘Green Initiative’!

Please note that as a Member of the Company, you will be entitled to receive all

such communication in physical form, upon request

Best Regards,

Shri S N Bhatnagar (Chairman)



E-COMMUNICATION REGISTRATION FORM

Folio No. / DP ID and Client ID:- _______________________________

Name of the Registered Holder:- _____________________________________

Name of the Joint Holder[s]:- ______________________________________

Registered Address :- _______________________________________

_______________________________________

E-mail ID (to be registered):- _________________________________________

I / We shareholder(s) of Diamond Infosystems Limited agree to receive

communication from the Company in electronic mode.

Please register my above e-mail ID in your records for sending communication in electronic form

Date:_____________________________

Sign:_____________________________

Independent Auditor’s Report

To, The Members Diamond Infosystems Ltd. Baroda, Gujarat Report on the Financial Statement We have audited the attached Balance Sheet of Diamond Infosystems Ltd (‘the Company’) at 31st March, 2014 and also the annexed profit and loss Account and the cash flow statement for the financial year ended, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statement Management is responsible for the preparation of these financial statement that give a true and fair view of the financial position, financial performance and cash flow of the company in accordance with the Accounting Standards referred to is sub-section (3C) of the section 211 of the Companies Act, 1956 (“the Act”) read with the General Circular 15/2013 dated 13 September 2013 of the responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statement 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 statement based on our audit. We conducted our audit in accordance with the standards on Auditing issued by the Institute of Chartered accountants of India. 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 disclosures in the financial statements. The produces selected depend on the auditor’s judgment, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, , the auditor considers internal control relevant to the company’s preparation and fair presentation of the financial statement in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. And audit also includes evaluating the appropriateness of a accounting policies used and the reasonableness of the accounting estimates made by management, as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion In our opinion and to the best of our information and according to the explanation given to us, the financial statements give the information require by the Act in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India: i. In the case of the balance sheet, of the state of affairs of the company as at 31 march

2014; ii. In the case of the statement of profit and loss, of the profit for the year ended on

that date; and iii. In the case of the cash flow statement, of the case flow for the year ended on that

date. Report on other Ledger and Regulatory Requirements.

1. As required by the companies (Auditor’s Report) Order, 2013 (“the Order”), as amended, issued by the Central Government of the India in terms of sub-section (4A) of section 227 of the act, we give in the Annexure a statement on the matters specified in paragraphs4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that; a. We have obtained all the information and explanations, which to the best of

our knowledge and belief, were necessary for the purpose of our audit. b. In our opinion, the Company has kept proper books of account as required by

law so far as it appears from our examination of the books. c. The Balance Sheet and Profit and loss Account dealt with by this Report are

in agreement with the aforesaid books of accounts. d. In our opinion, the Balance sheet, Profit and Loss Accounts and Cash Flow

Statement of the company dealt with by this report, generally comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. And

e. On the basis of written representations received from the Directors, as on 31st March, 2013 and taken on record the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2011 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

For Vijay N Tewar & Co. Chartered Accountants

Place: Vadodara Vijay N. Tewar Date: 29.05.2014 Proprietor

Membership. No.40676

ANNEXURE TO THE AUDITORS’ REPORT 1 (a) The Company has maintained proper records showing all particulars including

quantitative details and situation of Fixed Assets.

(b) As explained to us, the physical verification of its fixed assets located at the plant have been conducted by the management at reasonable intervals. In our opinion, the frequency of the verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed between the book records and the physical inventory in respect of the assets.

(c)During the period under audit, the Company has not sold/disposed off substantial part of its Fixed Assets.

2 (a) 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 are unable to comment upon the same as they are not available to show.

3 (i) (a) The company has granted during the year loan, secured or unsecured amounting

to Rs.32,92,006/- from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. The same have been entered in the register maintain under section 301 of the Companies Act, 1956.

(b) As informed to us by the company based on management report, the terms and conditions of Loans are prima facie not prejudicial to the interest of the Company.

(c) As stated above in the Para (b) the loans have been granted to the companies under the same management the repayments have been made as and when required.

(d) 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.

(e) As stated in the point no (d) 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.

(ii) (a) the company has not taken during the year loan, secured or unsecured from companies, firms or other parties listed in the register maintained under section 301 of the companies Act, 1956. Accordingly, Para (3)(ii)(e) of the order are not applicable.

4 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.

5 (a) In respect of contracts or arrangements to be entered in the Register maintained in

pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us, though the company have entered in contracts or arrangements that need to be entered in the register referred to in the section 301, the company has neither maintained nor entered in the register to be maintained under section 301 of the Act.

(b) in our opinion, and according to the information and explanation give to us, the transactions made in pursuance of contracts and arrangements referred to in (v)(a) above and exceeding the value Rs 5 Lakh with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6 According to the information and Explanations given to us, the company has not

accepted any deposits from the public during the year within the provisions of section 58A and 58AA of the Companies Act, 1956 and rules framed there under to the extent applicable.

7 In our opinion in respect of adequacy of Internal Audit System, the company needs to be

strengthened its internal Audit System to make it commensurate with its size and nature of business.

8 To the best of our knowledge and as explained, the Central Government has not

prescribed maintenance of Cost records under clause (d) of sub section (1) of section 209 of the Companies Act 1956 for products of the Company.

9 (a) According to the records of the Company, Provident Fund, Employee State

Insurance, Investors Education & Protection Fund, Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty, Excise Duty, Cess and other material statutory dues have generally been regularly deposited with the appropriate authorities save few instances, though the delays in deposits have not been serious.

(b) According to the information and explanations give to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees’ state insurance, income tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they become payable.

10 The Company has no accumulated losses as at March 31st, 2013 and it has not incurred cash losses in the financial year ended on that date or in the immediately preceding financial year.

11 According to the records of the Company examined by us and the information and

explanations given to us, the Company has not defaulted in repayment of dues to the financial institutions or bank or debenture holders as at the Balance Sheet date.

12 As explained to us, the company has not granted any loans or advances on the basis of

security by way of pledge of shares, debentures or any other securities. 13 The provision of any special statute applicable to Chit fund/ nidhi /mutual benefit fund

/ societies are not applicable to the company. 14 The company is not dealing or trading in shares, securities, debentures and other

investments and hence the related reporting requirement is not applicable. 15 According to the information and explanations give to us, the company has not given

guarantees for loans taken by others from bank and financial institutions. 16 No Term loans have been raised during the period and hence, this clause does not apply. 17 According to the information and explanation given to us and on an overall examination

of the balance sheet of the company, we report that no short term basis have been used for long term investment.

18 According to the information and explanations given to us, the company has not made

any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 during the period.

19 No debentures have been issued during the year. 20 The company has not raised any money by public issue during the year. 21 According to the information and explanations given to us, no fraud by the company

and no material fraud on the Company has been noticed or reported during the course of our audit.

For Vijay N Tewar & Co. Chartered Accountants

Place: Vadodara Vijay N. Tewar Date: 29/05/2014 Proprietor. M. No.40676 Firm Reg No :111422W


Balance Sheet as at 31 March, 2014

Note No. As at 31 March, 2014 As at 31 March, 2013

` `

A EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Share capital 3 58,850,000 58,850,000

(b) Reserves and surplus 4 132,550,805 119,168,551

(c) Money received against share warrants - -

2 Share Application Money Pending Allotment 16,117,500 16,117,500

3 Non-current liabilities

(a) Long-term borrowings 5 - -

(b) Deferred tax liabilities (net) 6 260,496 239,533

(c) Other long-term liabilities 7 - -

(d) Long-term Provisions 8 201,868 322,874

4 Current liabilities

(a) Short-term borrowings 9 18,644,992 11,569,097

(b) Trade payables 10 87,002,342 303,244,780

(c) Other current liabilities 11 6,549,287 4,733,527

(d) Short-term provisions 12 2,360,234 4,313,769

TOTAL 322,537,524 518,559,631

B ASSETS

1 Non-current assets

(a) Fixed assets 13

(i) Gross Block 54,708,012 53,823,084

(ii) Depreciation 23,113,997 22,412,749

(iii) Net Block 31,594,015 31,410,335

(b) Non-current investments 14 85,919,116 85,919,116

(c) Long-term loans and advances 15 24,175,653 23,867,730

(d) Other non-current assets 16 - -

2 Current assets

(a) Current investments 17 - -

(b) Inventories 18 552,732 755,802

(c) Trade receivables 19 159,618,464 361,047,957

(d) Cash and cash equivalents 20 1,034,412 1,713,607

(e) Short-term loans and advances 21 18,594,992 13,484,270

(f) Other current assets 22 1,048,140 360,814

TOTAL 322,537,524 518,559,631

1 - 30

As per our report of even date

Chartered Accountants

Memnership No.:- 040676

Firm Reg. No. :- 111422W

Place : Vadodara Place : Vadodara

Date : 29/05/2014 Date : 29/05/2014

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


Statement of Profit and Loss for the year ended 31 March, 2014

Note No.For the year ended

31 March, 2014

For the year ended

31 March, 2013` `

1 Revenue from operations (gross) 23 2,785,177,757 2,868,400,579

Less: Excise duty - -

Revenue from operations (net) 2,785,177,757 2,868,400,579

2 Other income 24 4,792,317 11,919,393

3 Total revenue (1+2) 2,789,970,074 2,880,319,972

4 Expenses

(a) Cost of materials consumed 25 2,753,165,200 2,829,128,256

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

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

203,070 (2,246)

(d) Employee benefits expense 26 13,147,319 16,262,095

(e) Finance costs 27 2,128,983 1,721,842

(f) Depreciation and amortisation expense 701,248 766,727

(g) Other expenses 28 3,621,037 5,482,167

Total Expenses (4) 2,772,966,857 2,853,358,841

5 Profit before exceptional and extraordinary items and tax (3 - 4) 17,003,217 26,961,131

6 Exceptional items - -

7 Profit / (Loss) before extraordinary items and tax (5 - 6) 17,003,217 26,961,131

8 Extraordinary items - -

9 Profit / (Loss) before tax (7 + 8) 17,003,217 26,961,131

10 Tax expense:

(a) Current tax expense for current year 3,600,000 4,500,000

(b) (Less): MAT credit - -

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

(d) Net current tax expense - -

(e) Deferred tax 20,963 52,208

Total tax expenses (10) 3,620,963 4,552,208

11 Profit(Loss) from the period from continuing operations (9 - 10) 13,382,254 22,408,923

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) 13,382,254 22,408,923

16 Earnings per share (of ` 10/- each):

(a) Basic

(i) Continuing operations 2.27 3.81

(ii) Total operations 2.27 3.81

(b) Diluted

(i) Continuing operations 2.27 3.81

(ii) Total operations 2.27 3.81

Notes forming part of the Financial Statementsstatements 1 - 30

In terms of our report attached.

Chartered Accountants

Memnership No.:- 040676

Firm Reg. No. :-111422W

Place : Vadodara Place : Vadodara

Date : 29/05/2014 Date : 29/05/2014

Particulars

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

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

Proprietor Chairman Managing Director Director


CASH FLOW FOR THE YEAR ENDED 31 March, 2014

Particulars

CASH FLOW FROM OPERATING ACTIVITES:

Net Profit before Tax 170.03 269.61

Adjustment for :

Income Tax (36.00) (45.00)

Depreciation 7.01 7.67

Dividend income (37.10) (111.31)

Interest income (0.17) (0.04)

Finance Cost 21.29 (44.97) 17.22 (131.46)

Interst \ Other income Received 125.06 138.15

Operating profit before working capital changes

Trade and other Receivable 2014.21 1181.33

Change in Loans & Advances (101.80) (195.81)

Trade Payable and Other Liabilities (2153.06) (1298.90)

Change in Provisions 35.59 46.04

Inventories 2.03 (0.02)

Change in Other Current Assets (6.72) (209.75) (3.57) (270.93)

Cash generated from operations (84.69) (132.78)

CASH FLOW FROM INVESTMENT ACTIVITIES:

Dividend received 37.10 111.31

Increase in investement 0.00 (29.93)

Interest received 0.17 0.04

Increase / Decrease of Fixed Assets (8.85) 28.42 11.35 92.77

Net cash flow used in investing activities (56.27) (40.01)

CASH FLOW FROM FINANCIAL ACTIVITIES:

Finance Cost paid (21.29) (17.22)

Increase in Secured Loan 70.76 58.99

Repayment of borrowings 0.00 49.47 (2.33) 39.44

Net increase in cash & cash equivalents (6.80) (0.57)

Add: Cash & cash equivalents opening 17.14 17.71

Cash & cash equivalents closing 10.34 6.80 17.14 0.57

As per our Report of even date

For VIJAY N. TEWAR & CO.,

CHARTERED ACCOUNTANTS

Membership No.: 040676

Firm Reg. No.:111422W

Place: Vadodara Place: Vadodara

Date : 29/05/2014 Date : 29/05/2014

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

PROPRIETOR Chairman MD Director

` in Lacs

AS AT 31 March, 2014 AS AT 31 March, 2013

For and on behalf of the Board of Directors

DIAMOND INFOSYSTEMS LIMITEDNotes forming part of the financial statements

Note 3 Share capital

Particulars

Number of

shares`

Number of

shares`

(a) Authorised

Equity shares of ` 10 each with voting rights 10000000 100,000,000 10000000 100,000,000Preference shares of `100 each 100000 10,000,000 100000 10,000,000

(b) Issued

Equity shares of ` 10 each with voting rights 5885000 58,850,000 5885000 58,850,000

(c) Subscribed and fully paid up

Equity shares of ` 10 each with voting rights 5885000 58,850,000 5885000 58,850,000

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

Total 5885000 58,850,000 5885000 58,850,000

Notes:

Particulars Number of

shares`

Number of

shares`

Outstanding at the Beginning of 5885000 58,850,000 5885000 58,850,000

Outstanding at the End of the Year 5885000 58,850,000 5885000 58,850,000

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

As at 31 March, 2014 As at 31 March, 2013

(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, 2014 As at 31 March, 2013

Particulars

As at 31 March,

2014

As at 31 March,

2013` `

- -

- -

46,735,000 46,735,000

- -

- -

- -

146,067 146,067

- -

- -

- -

72,287,484 49,878,561

13,382,254 22,408,923

132,550,805 119,168,551

Note 5 Long-term borrowings

As at 31 March,

2014

As at 31 March,

2013` `

- -

- -

- -

Notes:

Particulars

Secured Unsecured Secured Unsecured

Term loans from banks:

Total 0.00 0.00 0.00 0.00

Terms of

repayment and

security

As at 31 March, 2014


Note 4 Reserves and surplus

(iii) Details of terms of repayment for the other long-term borrowings and security provided inrespect 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, 2014, ___number of bonds / debentures of ` ___ each (As at 31 March, 2013 ____ bonds / debentures of ` ___ each) were available for

reissuance. 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

As at 31 March, 2013

Notes forming part of the financial statements

Note 6 Deferred Tax Liabilites (Net)

As at 31 March,

2014

As at 31 March,

2013

` `

Deferred tax (liability) / asset 239,533 187,325

-

- 92,828

321,146 586,513

104,196 220,412

148,179 518,428

108,356 -

83,233 168,204

260,496 239,533

As at 31 March,

2014

As at 31 March,

2013

` `

- -

- -

- -

- -

- -

- -

- -

- -

- -

- -

- -

- -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


Note 7 Other long-term liabilities

On difference between book balance and tax balance of fixed assets

On expenditure deferred in the books but allowable for tax purposes

Deferred tax Liability

Net deferred tax Liability

On difference between book balance and tax balance of fixed assets

Deferred tax Assets

Disallowances under Section 40(a)(i), 43B of the Income Tax Act, 1961

Particulars


As at 31 March,

2014

As at 31 March,

2013

` `

- -

92,677 136,093

- -

- -

109,191 186,781

- -

- -

- -

- -

- -

- -

201,868 322,874

Note 9 Short-term borrowings

As at 31 March,

2014

As at 31 March,

2013

` `

Secured 18,644,992 11,569,097

Unsecured - -

- -

- -

- -

18,644,992 11,569,097

Notes:

(i) Details of security for the secured short-term borrowings:

ParticularsNature of

security

As at 31 March,

2014

As at 31 March,

2013

` `

Loans repayable on demand

From banks:

Corporation Bank Book Debts 18,644,992 11,569,097

Total - from banks 18,644,992 11,569,097

Other loans and advances: - -

Total 18,644,992 11,569,097

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

Particulars As at 31 March,

2014

As at 31 March,

2013

` `

Trade payables:

Acceptances 87,002,342 303,244,780

Other than Acceptances - -

Total 87,002,342 303,244,780

As at 31 March,

2014

As at 31 March,

2013

` `

(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.)4,442,666 2,794,226

(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 2,106,621 1,939,301

Total 6,549,287 4,733,527

As at 31 March,

2014

As at 31 March,

2013

` `

(a) Provision for employee benefits:

(i) Provision for bonus 153,503 248,880

(b) Provision - Others: - -

(i) Provision for tax (net of advance tax `26720332.08 (As at 31 March, 2013

`21314528.88)1,951,116 3,756,919

(x) Provision - Other Expenses 255,615 307,970

Total 2,360,234 4,313,769


Particulars

Particulars

Note 11 Other current liabilities

Note 12 Short-term provisions



A.

Balance

as at

1 April, 2013

Additions 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, 2014

(a) Land

Freehold - - - - - - - - - -

Leasehold - - - - - - - - - -

(b) Buildings

Own use 4,206,806 - - - - - - - - 4,206,806

Given under operating lease 136,000 - - - - - - - - 136,000

(c) Computers

Owned 10,272,687 85,694 - - - - - - - 10,358,381

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

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

(d) Furniture and Fixtures

Owned 3,304,607 - - - - - - - - 3,304,607



(e) Vehicles

Owned - - - - - - - - - -



(f) Office equipment

Owned 825,351 - - - - - - - - 825,351



(g) Electrical Installation

Owned 576,034 - - - - - - - - 576,034



(h) EIS Division .

Owned 33,394,000 - - - - - - - - 33,394,000



(i) Call Center Assets

Owned 1,107,599 - - - - - - - - 1,107,599



(j) Capital Working Progress - 799,234 - - - - - - - 799,234

Grand Total 53,823,084 884,928 - - - - - - - 54,708,012

Previous Year 55,615,784 395,985 - - - - - - 2,188,685 53,823,084

Note 13 Fixed assets

Tangible assets

Gross block



A

Balance

as at

1 April, 2013

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, 2014

Balance

as at

31 March, 2014

Balance

as at

31 March, 2013

(a) Land

Freehold - - - - - - - - - -

Leasehold - - - - - - - - - -

(b) Buildings

Own use 1,720,927 140,507 - - - - - 1,861,434 2,345,372 2,485,879

Given under operating lease 72,128 4,542 - - - - - 76,670 59,330 63,872

(c) Computers

Owned 9,179,357 182,996 - - - - - 9,362,353 996,028 1,093,330



(d) Furniture and Fixtures

Owned 2,217,097 209,182.00 - - - - - 2,426,279 878,328 1,087,510



(e) Vehicles

Owned - - - - - - - - - -



(f) Office equipment

Owned 627,387 58,352 - - - - - 685,739 139,612 197,964



(g) Electrical Installation

Owned 321,157 27,362 - - - - - 348,519 227,515 254,877



(h) EIS Division

Owned 7,553,723 - - - - - - 7,553,723 25,840,277 25,840,277



(i) Call Center Assets

Owned 720,973 78,307 - - - - - 799,280 308,319 386,626



(j) Capital Working Progress - - - - - - - - 799,234 -

Grand Total 22,412,749 701,248 - - - - - 23,113,997 31,594,015 31,410,335

Previous Year 22,880,494 766,727 - - - - 1,234,472 22,412,749 31,410,335 32,698,320

Note 13 Fixed assets (contd.)

Tangible assets

Accumulated depreciation and impairment Net block


Note 14 Non-current investments

Quoted Unquoted Total Quoted Unquoted Total

` ` ` ` ` `

A. Trade

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

B. Other investments

(a) Investment property - - - - - -(b) Investment in equity instruments 74,191,094 11,728,022 85,919,116 74,191,094 11,728,022 85,919,116

(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) 74,191,094 11,728,022 85,919,116 74,191,094 11,728,022 85,919,116

Total (A+B) 74,191,094 11,728,022 85,919,116 74,191,094 11,728,022 85,919,116

Less: Provision for diminution in value of investments - -

Total 85,919,116 85,919,116

Aggregate amount of quoted investments 74,191,094 74,191,094

Aggregate market value of listed and quoted investments 178,447,729 201,072,900

Aggregate value of listed but not quoted investments - -

Investments (At cost):


As at 31 March, 2014 As at 31 March, 2013

Particulars


As at 31 March,

2014

As at 31 March,

2013

` `

(a) Capital advances - -

(b) Security deposits 2,367,653 2,059,730

(c) Deposit to related parties (Lease Rent) 20,308,000 20,308,000

(d) Loans and advances to employees - -

(e) Prepaid expenses - Unsecured, considered good - -

(f) Advance income tax (net of provisions ___ ` (As at 31 March, 2013 ____` ) - Unsecured, considered good

- -

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

(h) Balances with government authorities - -

(i) Other loans and advances (Lease Rent Deposit) 1,500,000 1,500,000

Total 24,175,653 23,867,730

As at 31 March,

2014

As at 31 March,

2013

` `

1. Long-term trade receivables

a) Secured, Considered Good : - -

b) Unsecured, Considered Good : - -

c) Doubtful - -

2. Others

- -

Total - -

As at 31 March,

2014

As at 31 March,

2013

` `

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


As at 31 March,

2014

As at 31 March,

2013

` `

(a) Raw materials - -

(b) Work-in-progress - -

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

(d) Stock-in-trade (acquired for trading) 552,732 755,802

(e) Stores and spares - -

(f) Loose tools - -

(g) Others (Packing Materials) - -

Total 552,732 755,802

Note 19 Trade receivables

As at 31 March,

2014

As at 31 March,

2013

` `

Trade receivables outstanding for a period exceeding six months from the date

they were due for payment

Secured, considered good - -

Unsecured, considered good 19,510,165 32,097,163

Doubtful - -

19,510,165 32,097,163

Less: Provision for doubtful trade receivables - -

19,510,165 32,097,163

Other Trade receivables

Secured, considered good - -

Unsecured, considered good 140,108,299 328,950,794

Doubtful - -

140,108,299 328,950,794

Less: Provision for doubtful trade receivables - -

140,108,299 328,950,794

Total 159,618,464 361,047,957


Note 18 Inventories

Particulars

Particulars


As at 31 March,

2014

As at 31 March,

2013

` `

(a) Cash on hand 23,668 10,926

(b) Cheques, drafts on hand - -

(c) Balances with banks - -

(i) In current accounts 482,267 1,642,681

(d) Others (Fixed Deposit) 528,477 60,000

Total 1,034,412 1,713,607

Of the above, the balances that meet the definition of Cash and cash equivalents as

per AS 3 Cash Flow Statements1,034,412 1,713,607

As at 31 March,

2014

As at 31 March,

2013

` `

(a) Loans and advances to related parties 15,030,045 11,738,039

(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 3,564,947 1,746,231

(g) Others (Advance to Creditors) - -

(Unsecured, considered good)

Total 18,594,992 13,484,270

Note 22 Other current assets

As at 31 March,

2014

As at 31 March,

2013

` `

(a) Unbilled revenue - -

(b) Unamortised expenses - -

(c) Accrued Interest on FDR 18,619 3,587

(d) Others - -

(i) Others (Pre Paid Expenses) 1,029,521 357,227

Total 1,048,140 360,814

Particulars


Note 20 Cash and cash equivalents

Note 21 Short-term loans and advances

Particulars

Particulars



Note 23 Revenue from operations

For the year

ended

31 March, 2014

For the year

ended

31 March, 2013` `

(a) Sale of Goods 2,762,766,062 2,845,268,916

(b) Sale of Services 22,411,695 23,131,663

(c) Other operating revenues - -

2,785,177,757 2,868,400,579

Less:

(d) Excise duty - -

Total 2,785,177,757 2,868,400,579

Note 24 Other income

For the year

ended 31 March,

2014

For the year

ended 31 March,

2013` `

(a) Interest income 17,363 3,908

(b) Dividend income:

others 3,709,932 11,131,000

(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 3,727,295 11,134,908

For the year

ended 31 March,

2014

For the year

ended 31 March,

2013` `

(i) Interest income comprises:

Interest from banks on:

other balances - -

Other interest 17,363 3,908

Total - Interest income 17,363 3,908

NoteFor the year

ended 31 March,

2014

For the year

ended 31 March,

2013` `

(ii) Other non-operating income comprises:

Income From Rent 612,000 612,000

Miscellaneous income [net of expenses directly attributable] 453,022 172,485

Total - Other non-operating income 1,065,022 784,485

Particulars

Particulars

Particulars

Particulars



Note 25.a Cost of materials consumed

For the year

ended 31 March,

2014

For the year

ended 31 March,

2013` `

Total - -

Note 25.b Purchase of traded goods

ParticularsFor the year

ended 31 March,

2014

For the year

ended 31 March,

2013` `

Opening stock 755,802 753,556

Add: Purchases 2,752,962,130 2,829,130,502

2,753,717,932 2,829,884,058

Less: Closing stock 552,732 755,802.00

Cost of traded goods 2,753,165,200 2,829,128,256

Material traded goods comprises:

Other items 2,753,165,200 2,829,128,256

Total 2,753,165,200 2,829,128,256

Note 25.c Changes in inventories of finished goods, work-in-progress and stock-in-trade

For the year

ended 31 March,

2014

For the year

ended 31 March,

2013` `

Inventories at the end of the year:

Finished goods - -

Work-in-progress - -

Stock-in-trade 552,732 755,802

552,732 755,802

Inventories at the beginning of the year:

Finished goods - -

Work-in-progress - -

Stock-in-trade 755,802 753,556

755,802 753,556

Net (increase) / decrease 203,070 (2,246)

Particulars

Particulars



Note 26 Employee benefits expense


ended 31 March,

2014

For the year

ended 31 March,

2013

Salaries and wages 12,789,504 15,810,826

Contributions to provident and other funds 346,278 435,243

Expense on employee stock option (ESOP) scheme - -

Staff welfare expenses 11,537 16,026

Total 13,147,319 16,262,095

Note 27 Finance costs


ended 31 March,

2014

For the year

ended 31 March,

2013

(a) Interest expense on:

(i) Borrowings 1,776,802 1,059,195

(ii) Trade payables - -

(iii) Others - -

- Interest on delayed / deferred payment of income tax - -

- Others (Commision & Bank Charges) 352,181 662,647

(b) Other borrowing costs - -

(c) Net (gain) / loss on foreign currency transactions and translation - -

Total 2,128,983 1,721,842



Note 28 Other expenses

For the year

ended 31 March,

2014

For the year

ended 31 March,

2013` `

Freight Inward 6,919 300

Internet Services 138,272 66,090

Domain and Space Booking Charges 38,551 95,775

Purchase - Hardware on Lease - -

Service Charges (Exp) - 344,364

Advertimsents Expeses 10,755 126,793

Consultancy Charges 509,785 12,000

Electricity expenses 458,348 776,792

Rent including lease rentals - 1,000

Loss on Sales of Assets - 277,243

Professinal Tax 2,400 2,400

Membership & Subscription 25,500 9,400

Office Expenses 7,456 8,505

Telephone Expenses 246,465 271,172

Recruitment Expenses 39,230 22,331

Repairs and maintenance - Others 37,848 107,522

Insurance 36,164 38,458

Rates and taxes - 37,165

Travelling and conveyance 1,055,654 1,223,328

Printing, stationery and Courier Charges 135,567 48,864

Legal and professional 188,845 579,186

Consumption of stores and spare parts 60,130 10,395

Sales discount 35,643 668

Freight and forwarding 14,190 19,905

Listing Fees 25,000 757,972

Custody Fees 15,000 31,545

Registration Fees 350 -

Tander Fees 16,453 6,500

Training Expenses (Marketing) / Tution Fees 25,730 49,632

Business promotion 21,090 270,458

Payments to auditors 145,000 186,000

Pre - Projects Exp. Written Off 279,706 89,306

Sales Tax Expense 37,311

Prior period items (net) - -

Miscellaneous expenses 7,675 11,098

Total 3,621,037 5,482,167

(i) Payments to the auditors comprises (net of service tax input credit, where applicable):

As auditors - statutory audit 100,000 131,000

For taxation matters 45,000 55,000

Total 145,000 186,000

Particulars



Note 29.a Exceptional items

For the year

ended

31 March, 2014

For the year

ended

31 March, 2013` `

N.A. - -

Total - -

Note 29.b Extraordinary items

For the year

ended

31 March, 2014

For the year

ended

31 March, 2013` `

- -

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

The Company has received an amount of Rs.16117500/- towards share application money towards equity shares of the company.The share application money was received pursuant to an invitation to offer shares and in terms of such invitation. The company has

sufficient authorised capital to cover the allotment of these shares as the allotment of shares are still pending, the amounts are not

maintained in a designated bank account and is already used by the company.



Note 30 Disclosures under Accounting Standards

Related party transactions

Details of related parties:

Description of relationship

Key Management Personnel (KMP)

Relatives of KMP

Company in which KMP / Relatives of KMP can exercise

significant influence

Ultimate

Holding

Company

Holding

CompanySubsidiaries

Fellow

SubsidiariesAssociates KMP

Relatives of

KMP

Entities in

which KMP

/ relatives

of KMP

have

significant

influence

Total

Purchase of goods - - - - 20,969.31 - - - 20,969.31

- - - - (23,916.37) - - - (23,916.37)

Sale of goods - - - - 23,540.35 - - - 23,540.35

- - - - (26,529.49) - - - (26,529.49)

Rendering of services - - - - 36.10 - - - 36.10

- - - - (36.10) - - - (36.10)

Rent Received - - - - 6.12 - - - 6.12

- - - - (6.12) - - - (6.12)

Management contracts including for deputation of employees - - - - 0 0.12 - - 0.12

- - - - 0 (0.12) - - (0.12)

Balances outstanding at the end of the year - - - - 740.09 - - (353.28) 386.81

- - - - (2,854.88) - - 320.46 (2,534.42)

Trade receivables - - - - 1,566.25 - - - 1,566.25

- - - - (3,603.57) - - - (3,603.57)

Loans and advances - - - - 0 - - 353.28 353.28

- - - - 0 - - (320.46) (320.46)

Trade payables - - - - 826.16 - - - 826.16

- - - - (748.69) - - - (748.69)

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 SureshBhatnagar), Mona

Bhatnagar(Wife of AmitBhatnagar), 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, 2014 and balances outstanding as at 31 March, 2014:

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 XIV

of the Companies Act, 1956. 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 on MAT

u/s 115JB of the 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.

Particulars Deferred Tax

(Assets)/

Liabilities as at

01.04.2013

Current year /

Charge

(Credit)

Deferred Tax

(Assets)/

Liabilities As at

31.03.2014

Deferred Tax Assets:

Provision allowed under tax payment basis.

2,05,593.00 83,233.00 2,88,826.00

2,05,593.00 83,233.00 2,88,826.00

Deferred Tax Liabilities:-

Depreciation

4,45,126.00 1,04,196.00 5,49,322.00

Net Deferred Tax Liability 2,39,533.00 20,963.00 2,60,496.00

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.1,61,17,500.00 (previous year

Rs.1,61,17,500.00) and shares are still to be allotted

(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.1,00,000/- (previous

year Rs.1,00,000/-) Tax Audit Fees Rs 45,000/-( Previous year Rs 45,000/-),

(g) Previous year figures are regrouped /reclassified to make them comparable with the current

year.

(h) Segment reporting:

I.T. Business Trading Activities Total Rs.

7,09,19,174.00

2,71,42,58,583.00

2,78,51,77,757.00

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:-

Particulars 31/03/2014 31/03/2013

Profit/(Loss) attributable to the

shareholders

- After exceptional item

- Before exceptional item

A

B

1,32,82,254.00

1,32,82,254.00

2,24,08,923.00

2,24,08,923.00

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

2.27

2.27

3.81

3.81

(J) Expenditure in Foreign Currency:-

Particulars 2013-14 2012-13

Import on CIF Basis 0.00 0.00

Travelling Expenses 0.00 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.

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