1Company philosophy on Code of Governance
The Company's philosophy on Corporate Governance is based on preserving core values, ethical business conduct, and maximization of shareholders value and welfare of stakeholders. For Diamant Infrastructure Limited, corporate governance is a continuous process that seeks to provide an enabling environment to achieve the objectives of maximizing values coupled with accountability and integrity.
A code of conduct for all Board members and senior management of the Company has been laid and adopted by the Board. The code of conduct is available on the website of the Company www.diamantinfra.com All Board members and senior management personnel have affirmed compliance with the Code of Conduct. A declaration signed by the Managing Director to this effect is enclosed at the end of this report.
The Company is compliant with the latest provisions of Clause 49 of the Listing Agreement, which have been amended from time to time.
2Board of Directors : Composition of the Board
The Company's Board consists of 6 members, out of which 2 are Independent Directors namely Mr. Anil Rathi and Mr. Prakash Zalke.
Mr. Naresh Saboo, Executive Managing Director is the Chairman of the Board. ,Mr. Kamlesh Prasad is the Whole time Director of the company .
Mr. Mohd Israil Haji Mohd Hanif Sheikh, Additional Director and Ms Reenal Jigar Kamdar Additional Director of the company.
Director's Brief :
1.Mr. Naresh Saboo- Promoter Chairman of the company appointed on 16th June,2007 as additional director of the company. At the annual General Meeting held on 27th July, 2007 there where appointed as director of the company under Section 257 of the Companies Act, 1956 and appointed as a Managing Director with effect from 1st April, 2009. Mr. Naresh Saboo controls the management of the company through Saboo Capital & Securities Pvt. Ltd. and holds 6447898 equity of the company. He is a qualified Chartered Accountant and has vast knowledge in the infrastructure business.
2.Mr. Kamlesh Prasad -Appointed as Whole Time Director on 29/05/2010.
3.Mr. Anil Rathi - Independent Director appointed in 29th May 2010. He is a senior member of the institute of Chartered Accountants of India and had adequate experience in both accounts and corporate laws.
4.Mr. Prakash Zalke - Independent Director appointed in 1st May 2011 and holds Nil Shares in the Company. He is a senior engineer in project management and infrastructure development. He has well knowledge in infrastructure development.
5.Mr. Mohd Israil Haji Mohd Hanif Sheikh -Additional Director appointed in 21st July 2015 and holds Nil Shares in the Company. Mr. Mohd Israil Haji Mohd Hanif Sheikh aged 62 is currently Managing Director of Vibrant Energy Limited and Director of Dolly Group and also Director in various companies. He is having approximately 40 years experience of construction & real estate.
6.Reenal Jigar Kamdar- Additional Women Director appointed in 30th March 2015 and holds Nil Shares in the Company. She is doing Batchlar of Business Administration second year and having experience in Event Management.
Number of Board Meetings
The Board of Directors met 5 times during the year on 30.05.2014, 14.08.2014; 14.11.2014; 13.02.2015 and 30.03.2015.
None of the Directors are members of more than ten Board level committees nor are they Chairman of more than five committees in which they are members.
The following table gives the details of designation, category of Directors, number of Board Meetings attended, attendance at last Annual General Meeting (AGM) and the number of other Directorships and Committee Memberships as at March 31, 2015:
4. COMMITTEES OF THE BOARD
The Company has three committees viz: 1. Audit Committee, 2. Remuneration Committee and 3. Shareholders/Investors Grievance Committee. The decisions relating to the constitution of committees, appointment of members and fixing of terms of service for committee members are taken by the Board of Directors. Composition of the said committees, number of meetings held and attendance during the financial year is as follows:
1) Audit Committee
The Audit Committee comprises of 3 members under the Chairmanship of an Independent Director The Current constitution of the Committee is of two independent director that is Mr Anil Rathi (Chairman of the committee) and Mr. Prakash Zalke and Managing director that is Mr. Naresh Saboo, are the members of the committee. The scope of this committee, is to oversee the Company's financial reporting process and ensure correct, adequate and credible disclosure of financial information; recommending appointment and removal of external auditors and fixing their fees, reviewing with management the annual financial statements with special emphasis on accounting standards and other legal requirements concerning financial statements, reviewing the adequacy of the audit and compliance functioning including their policies, procedures, techniques and other regulatory requirements and reviewing the adequacy of internal control system and significant audit findings.
The Audit Committee met Five times during the year 30th May, 2014, 14th August, 2014, 14th November, 2014, 14th February, 2015, 30th March, 2015. Name and designation of the Compliance Officer : Mr. Kamlesh Parsad
2.Remuneration Committee :
The Remuneration Committee comprised of two independent Directors that is Mr. Anil Rathi (Chairman of the committee) and Mr. Prakash Zalke and Managing director that is Mr. Naresh Saboo, There were one remuneration committee meeting held during the year under review as one time further was paid to any Director.
Name and designation of the Compliance Officer : Mr. Kamlesh Parsad The Remuneration Committee met One time during the year 30th March, 2015
3. Shareholder/Investor Grievances Committee
The Shareholder/Investor Grievances committee comprises of two independent director Mr. Anil Rathi (Chairman) and Mr. Prakash Zalke and one promoter managing director of the company Mr. Naresh Saboo.
The Shareholder/Investor Grievances committee looks into redressing investor's grievances like non-receipt of shares, non-receipt of dividends, non-receipt of annual report, etc. The power of approving share transfer has been delegated to share transfer agent of the company. The committee held their meetings on 30th June 2014, 25th August, 2014, 27th December, 2014, 13th March, 2015.
No Requirement for Postal Ballot during the Last Years
None of the transactions with related parties were in conflict with the interest of the Company. Disclosures of transactions with related parties are set out in Schedule 15 to Annual Accounts, forming part of the Annual Report.
10.Means of Communication:
Diamant Infrastructure Limited has its own web-site www.diamantinfra.com. and all important information relating to the Company, including results, press releases, etc. are posted on web-site. The results of the Company are published in leading newspapers.
11.Management Discussion and Analysis of financial condition and results of operations as reflected in financial statements
The Directors confirm that there have been no events or circumstances since the date of the last financial statements, which materially and adversely affect or are likely to affect the profitability of our company or the value of its assets or its ability to pay its liabilities within the next twelve months. Overview
DIAMANT INFRASTRUCTURE LIMITED (DIL) is a public limited company. Engaged into Road Construction and infrastructure development. Our company was incorporated on 1980, as Diamant Carban & Graphate Products Limited. The name of our company was subsequently changed to Diamant Investment & Finance Ltd. w.e.f. 01.02.2005. Again the name of the Company has changed to Diamant Infrastructure Ltd. w.e.f 24.03.2010 The promoters of our company are M/s. Saboo Capital & Securities Pvt. Ltd. w.e.f. July,2005. After takeover the company started Investment & Trading in Stocks for the year 2005-06, than subsequently slowly company diverted into road construction business for doing projects for JMC India Ltd. & Sadbhav Eng. Ltd. in 2007 after having experience the company started long term contract with Ashoka Buildcon Ltd, IRB Infrastructure Ltd & IVRCL Ltd.
The company has invested 51,000 equity shares in Ginger Infrastructure Private Limited. The company has entered into EPC contract with Ginger Infrastructure Private Limited for construction of Commercial Complex on the leasehold land of Nagpur Municipal Corporation at Jaripatka, Nagpur on BOT basis.
There are several factors which may affect our results of operations, financial condition and cash flows. These factors may include:
s Economic conditions, business cycles s Ability to control cost and attain high productivity s Pricing Pressure due to competition / competitive bidding. s Ability to hire, train and retain people
s Our relationship with clients - companies, banks, institutions, individuals, etc. s Capital expansion and capital expenditure We have briefly elaborated the above factors below :
Economic conditions, business cycles
The business of any company apart from internal factors will also depend on the macro economic conditions. The demand conditions in the market in the areas in which we operate are affected by various factors outside our control, including prevailing local economic, income and demographic conditions, interest rates available to purchasers requiring financing, the availability of comparable properties completed or under development, changes in government policies. As a consequence, our results of operations are significantly affected by factors influencing the Indian economy in general. Any slowdown or perceived slowdown in the Indian economy, government spending in specific sectors of the Indian economy, could adversely impact our business and financial performance. For example, our management believes that other infrastructure projects contribute substantial part of our client list and any events affecting these sectors will have direct impact on demand for our products. If growth is sustained in these sectors, our management believes that such growth may bring in additional demand for our business module.
Ability to control cost and attain high productivity
The prices of our services are determined principally by market forces of supply and demand. The market conditions and demand for our services at time of signing the contract will determine the price of our services. Diesel and man power (Skilled and unskilled) form major portion of our cost our ability to executing the contracts at timely basis, maintaining the cost competitiveness will determine the profitability of our Company.
Pricing Pressure due to competition/competitive bidding
The prices of our services, real estate are determined principally by market forces of supply and demand. We feel that over a period of time there might be increase in competition and it might effect the profitability of our Company. Our Company has been concentrating on receiving the orders from the Government Registered Companies. These Companies generally follow the system of tenders, wherein the contracts will be granted to lowest bidder. This may affect the profit margins of our Company in percentage terms.
Capital Expansion and Capital Expenditures
Capital Expansion involves huge capital expenditure and determines future earnings of our company. The timing of our expansion program, projects we have taken up, general economic conditions. All these factors will determine future growth of our Company.
Our relationship with clients-companies, banks, financial institutions, individuals etc. The operations and revenues of our company for any period will depend on orders in hand. Our ability to get new and also repeated orders will determine the growth of our company. As in any business our ability to maintain good relations with market intermediaries like banks and financial institutions will determine our growth.
Ability to hire, train and retain people
Human Resources are important asset of any business. Skilled and technical staff is required by us for our project. We take up various projects based on availability of right mix of man power. Thus our growth is likely to be affected by our ability to attract and retain skill and technical manpower. Our Ability to hire, train and retain people will determine the ability of our company to achieve desired objectives. These factors and a number of future developments may have impact on our results of operations, financial condition and cash flow in future periods.
Industry Structure and Development
The Indian economy has been growing at a blistering pace in the last few years. The Real Estate Industry is ranked as one of the fastest growing sectors. This sector has been growing at an exponential rate -a growth made possible due to favorable demographics, vibrant services sectors, rising purchasing power, changes in shopping habits, growing number of retail malls, availability of finance and reforms initiated by the Government viz., relaxation of FDI norms and tax concessional facilities. This has stimulated the demand for houses, modern offices, warehouses, hotels and shopping centers.
Financial and Operating Performance
The total income of the Company for the year 2014-15 was Rs. 5305.77 lakhs compared to Rs. 5706.18 lakhs during the previous year. The operating profit (PBDIT) for the Company decreased from Rs. 486.07 Lacs during the year as against Rs. 726.79 lakhs for the previous year. The Company expects to earn increased revenues in the near future.
Risk, Internal Control System and Adequacy
The Company has adequate internal control procedure commensurate with its size and nature of the business. The internal control system is supplemented by extensive internal audits, regular reviews by management and well-documented policies and guidelines to ensure reliability of financial and all other records to prepare financial statements. The Company continuously upgrades these systems in line with best accounting practices.
Details of non-compliance by the Company
No instance of non-compliance by the Company on any matter related to capital markets during the last three years has been reported and therefore no penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any other statutory authority.
Code for prevention of insider trading practices
The Company has instituted a code of conduct for its management and staff. The code lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with shares of Diamant Infrastructure Limited, and cautioning them of the consequences of violations.
The Managing Directors certification of the financial statements and the cash flow statement for the year is enclosed at the end of the report.
Reappointment/Appointment of Directors
According to the Articles of Association of the Company, one-third of its Directors retire every year, and if eligible, offer themselves for re-election at the Annual General Meeting.
The Company has established risk assessment and minimization procedures, which are reviewed by the Board periodically.
12. General Shareholder's Information :
a)Annual General Meeting
Date and time : 30th September, 2015, 10:00 A.M
Venue : Gotmare Complex, Block-B, 1st Floor, North Bazaar Road, Dharampeth Extension, Nagpur- 440 010
b)Financial Calendar (tentative) : 1st April to 31st March
For the financial year 2015-2016 (1st April, 2015 to 31st March, 2016)
First Quarter : End of July, 2015.
Second Quarter : End of October, 2015.
Third Quarter: End of January, 2016.
Fourth Quarter/Annual: End of June, 2016.
c) Dates of Book Closure : 22nd September, 2015 to 24th September, 2015
The Company has constituted a Shareholders/Investors Grievances Committee for redressing shareholder's complaints, as mentioned earlier in this report. Grievance redressed division /compliance officer's e-mail ID as per clause 47(f) of Listing Agreement, exclusively for the purpose of registering complaints by investors: Email ID:- email@example.com Compliance Officer :
Mr. Kamlesh Prasad is appointed as compliance Officer of the Company. Promoter of the Company:Presently M/s Saboo Capital and Securities Pvt Ltd holds 6449878 equity shares of Rs 2/- each.
d) Stock Exchange where listed:
1)The Stock Exchange, Mumbai Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 023
Scrip Code : 508860.
e)ISIN No INE206I01018
Share Transfer Agent:
M/S Purva Sharegistry (India) Pvt. Ltd.9,Shiv Shakti Industrial Estate Sitaram Mills Compound, J.R. Boricha Marg, Opp Kasturba Hospital, Lower Parel(East) Mumbai-400011 E-Mail: firstname.lastname@example.org
i) Office Location:
Company's Registered Office
Investor's Service Cell
Address : Diamant Infrastructure Limited Gotmare Complex, Block-B, 1st Floor, North Bazaar Road, Dharampeth Extension, Nagpur- 440010 Phone : 0712-6610222 Fax : 0712-6641261 Web. : www.diamantinfra.com : Diamant Infrastructure Limited
Gotmare Complex, Block-B, 1st Floor, North Bazaar Road, Dharampeth Extension, Nagpur- 440010 Phone: 0712-6610222 Fax : 0712-6641261 Web:- www.diamantinfra.com E-mail: email@example.com
Dematerlisation of Shares and Liquidity
90% of the Company's shares are in Dematerialized form rest of the shares are held in physical form as on 31st March, 2015.The Equity Shares of the Company are frequently traded at Bombay