The are pleased to present the Twentieth Annual Report together with the
audited accounts of the Company for the year ended 31st March, 2012.
(Rs. in Lacs)
Particulars 2011-12 2010-11
Income 1,74,358.26 1,28,904.72
Expenditure 1,54,738.95 1,10,586.20
Gross Profit / (Loss) before Interest,
Depreciation Tax & Amortization 19,619.31 16,318.52
Interest 4,850.90 2,487.77
Depreciation & Amortization 2,429.26 1,877.79
Net Profit / (Loss) after Depreciation
& Interest 12,339.15 11,952.96
Share Capital 3,720.64 3,720.64
Reserves & Surplus 57,015.96 47,906.80
EPS 29.13 26.24
IMPORTANT PERFORMANCE PARAMETERS
Particulars 2011-12 2010-11
Gross Profit Margin (%) 9.47 12.06
Asset Turnover (times) 1.11 1.32
Interest Coverage (times) 3.96 6.41
Earning per Shares (Rs.) 29.13 26.24
In view of substantial growth and good financial performance during the
year, the Board has recommended dividend of Rs. 4 per share (i.e. 40%),
out of the profit of the financial year ended on 31st March, 2012 on
3,72,06,371 equity shares of Rs. 10.00 each fully paid up aggregating
to Rs. 37,20,63,710.
At present our Company is generating revenues from Cables, Conductors,
Transformers, Transmission and EPC Contracts. Company provides to its
customers, numerous ranges of products in terms of best quality and
ensures them optimum satisfaction level. We are glad to give you a
brief look on the wide array of product range offered by our Company:
Our power cables transmit a reassuring quality that can be counted on
at all times. Our range includes the highly reliable LV/HV cables from
1.1KV to 132KV and the EHV cables from 220KV to 550KV. In order to
deliver world- class power transmission products, we leverage our CCV
method of manufacturing, coupled with German technology. What''s more,
we also offer a 10-year warranty on our products against manufacturing
defects - a first of its kind assurance that helps build the client''s
confidence and trust in our products.
Power and Control Cables include
LV(1.1KV) grade aluminum/copper, armoured/ unarmoured, PVC/FRLS/XLPE
cables up to 1000 sq mm in single core and 630 sq mm in multi core that
confirm to IS1554-I, IS 7098-I and other international standards
Copper control cables up to 61 core with PVC/XLPE/ FRLS that conform to
international standards and specifications
HV cables up to 132KV as per international specifications and standards
EHV cables from 220KV to 550KV
Aerial Bunch Cables (ABC), both in LV & HV grade that conform to
Specialty cables which include control & instrumentation cables ''.9.''
PVC / XLPE insulated ACSR & AAA conductors for special purposes
Flexible cables with single core and multi core that conform to
international standards and BS specifications.
Our key equipment suppliers include global leaders such as Scholz,
Nokia-Maillefer and Supermac among others. Amongst the top five power
cable manufacturers in India, Diamond Power has also established
India''s first ''vertical lead extrusion facility'' as well as the
''aluminum extrusion facility'' for cables, ranging from 66KV and more.
Our cable capacities include:
LV cables (1.1KV): 34300 KMPA HV cables (up to 132KV): 5600 KMPA EHV
cables (220KV & above): 2500 KMPA Approvals, Certifications and Testing
ISO 9001-2008 Certified Products type-tested at ERDA and CPRI BIS
certification for all LV / HV cables, conductors Products approved and
accepted by leading electrical consultants, EPC contractors and
Products approved by most of the power utilities viz. Powergrid, NTPC,
NHPC and State Electricity Boards
Proficient Range of Conductors
Our range of conductors has been designed for superior efficiency and
performance. Conductor manufacturing has been Diamond Power''s core
competency since its inception; it has today evolved into the country''s
second largest player with a market share of over 25% and an installed
capacity of over 50,500 MT The product range comprises of 7 strand to
91 strand from 11KV HVDC lines. Diamond Power has supplied more than 1
million KM of conductors.
Our Transmission and Distribution Conductors include
Aluminum Alloy Conductor Steel Reinforced (AACSR)
All Aluminum Conductors (AAC)
All Aluminum Alloy Conductors (AAAC)
Aluminum Conductor Steel Reinforced (ACSR) Aluminum Conductor Alloy
High Conductivity Alloy Conductors AL-59 etc Production Capacities
Installed capacity of over 50,500 MT Annual capacity of over 80,000
KMPA Approvals, Certifications and Testing ISO 9001-2008 certified
Products are type-tested at ERDA, NETFA, TAG and CPRI
India''s first plant with in-house alloy manufacturing capabilities with
type- testing facilities for rods
Products approved with Powergrid, NTPC, NHPC and SEB''s
First in India to develop and manufacture alloy conductors and
proto-test HSHC (High Strength and High Conductivity) conductors First
BIS mark holder for alloy conductors in India having ISI licenses for
all types of conductors Product Awards
Winner of the International Gold Star Award &
Quality Award from BID Spain
Power and Distribution Transformers
Diamond Power''s transformer division has been formed with the takeover
of Western Transformers. This acquisition brings in over 4 decades of
manufacturing and technical excellence. To further fuel growth in the
division, fresh investments in technology, capabilities and capacities
have been made. Our transformer range comprises of state-of-the-art
power, distribution and dry-type transformers. It includes 11KV to
220KV, all the way up to 315MVA. Each of our transformers undergoes
stringent type-testing, ensuring higher efficiency as well as
reliability. We have successfully manufactured and type-tested
transformers with ratings starting from 10 KV to 315 MVA, up to 220 KV
Power & Distribution Transformers include:
Power transformers up to 220KV, 315 MVA Distribution transformers up to
33KV, 2500 KVA Single phase track side transformers up to 145KV, 10 MVA
Single phase track side transformers up to 145KV, 31 MVA
Cast resin transformers up to 36KV, 3150KVA Current transformers up to
245KV Voltage transformers up to 72.5KV Vacuum circuit breakers up to
36KV, 2500 A, 40KA
Production facilities and Approvals:
Three fully-integrated facilities in Gujarat with in-house facilities
for products such as core laminations, wire drawing, strip mill,
winding as well as an in-house transformer oil refinery Over 50,000
installed transformers worldwide and an annual production capacity of
Approvals, Certifications and Testing:
Our type-testing facilities of up to 1000 KV have been installed with a
view to cover anticipated increased needs in the future
Over 500 type-tests of several sizes done in laboratories all over the
Our R&D facilities have been certified by DSIR, Govt. of India and ISO
TRANSMISSION TOWERS A Tough Range of Transmission Towers
Our transmission towers have been designed to withstand the roughest of
weathers. Sturdily built and technically superior in quality, these
towers can perform in the most demanding of conditions. Not
surprisingly, Diamond Power''s transmission towers are empowering every
corner of the country by delivering power efficiently and reliably.
Diamond Power, India''s most diversified power T&D Company has commenced
production at its transmission tower facility.
Our state-of-the-art facility is located at Village:Vadadala,
Taluka:Savli, Dist.: Vadodara. It has been designed to manufacture a
wide range of transmission towers with a capacity of 48,000 MTPA.
Our turnkey services in the power T&D sector are the key to our growth.
We not only conceptualize the project, but also take charge of various
stages of the project including planning, design and development,
procurement, right up to the erection and commissioning. This has made
us the country''s largest integrated power solutions provider. With our
vast product range, we have an in-house control over 80% of the average
EPC project cost.
Overhead Transmission Lines
One of our core focus areas is high voltage and extra high voltage
transmission line projects. Our technical capabilities, financial
viability and superior execution skills ensure a cutting-edge project
development and implementation.
Rural & Urban Distribution Projects
Our solutions also encompass rural and urban electrification and
distribution projects; wherein we offer end-to-end services - right
from project design to commissioning.
Diamond Power also undertakes MV, HV and EHV substation projects. Here
again, our technical, financial and managerial prowess allows us to
configure a project that fulfills client demands.
DEVELOPMENTS & EXPANSION PLANS
A dream becomes a goal when action is taken towards its
achievement. Your dream to see the company reaching new heights is
our goal and validating the same we are very proud to inform you that
the company is growing very potentially in the field of power
infrastructure. Globally, the company is working on the new and related
activities, which aims to achieve the Company''s goal of making Diamond
Group as the real Power Infrastructure Company which adds value to its
stake holders. Our company has already commenced its commercial
operation of HT Project in addition to this, the Company having
commissioned India''s First Extra High Voltage Cables Plant to
manufacture 500 KV Cables. The Company is also working to expand its
business in foreign nations with collaboration of other foreign
organizations. As a measure of the same we are delighted to inform you
that Company has started its 100% owned offshore Holding Company,
Diamond Power Global Holdings Limited in Jebel Ali Free Zone (JAFZA),
Dubai, U.A.E. Diamond Power Global Holdings Limited which was
incorporated with the vision for the promotion of exports, not only in
Dubai but also in Middle East and North Africa (MENA) markets. This
will open the doors of international market for the Company.
Our Company expands its horizons by setting new heights, by adding to
its current manufacturing setup new projects for producing conductors
and medium voltage cables at Vadadala, Vadodara to cater to the growing
demand from its existing markets.
The Board of Directors at their board meeting held on 13th February,
2012 approved the company''s ambitious Expansion Project aggregating to
Rs 753 Crores to be completed over a period of 30 months in three
phases beginning from January, 2012. The company has already invested
in the 6.3 MW Windmill project.
In case of Conductors, the Company aims to take advantage of the
current market scenario and become a key supplier of conductors. It
also plans to expand its conductors manufacturing capacity to 1,50,500
MT p.a. from the current capacity of 50,500 MT p.a. Along with the
proposed expansion, the Company also proposes to increase its rod
manufacturing facility to 1,22,000 MT p.a. from the present 32,000 MT
In case of Medium Voltage Cables, the Company proposes to put up
additional 3 lines, each with an installed capacity of 2,500 kms
totaling to 7,500 kms which will augment the current capacity of 5,600
kms to 13,100 kms.
The Company has added a new feather to its cap by setting up the first
testing laboratory in India to test Extra High Voltage Cable up to 500
KV. This laboratory is a state of art and equipped with latest
technology which will enable the Company to test EHV Cables up to 500
KV within the Company.
Taking steps forward to compete with our Competitors in today''s tech
savvy world the Company is planning to shift from manual to automatic
process which will ensure highest level of productivity and minimum
level of handling and processing errors. This system will be time as
well as cost effective. Further with respect to futuristic vision, the
Company is planning for backward and forward integration for raw
materials and packaging which will minimize the Company''s cost.
The Ministry of Corporate Affairs (MCA) vide notification no. S.O.
447(E) dated 28th February, 2011 amended the existing Schedule VI to
the Companies Act, 1956.
The Revised Schedule VI is applicable from financial year commencing
from 1st April, 2011. The financial statements of our Company for the
year ended 31st March, 2012 have been prepared in accordance with the
Revised Schedule VI and accordingly, the previous year''s figures have
been reclassified/ regrouped to conform to this year''s classification.
Our Directors have pleasure in attaching the Consolidated Financial
Statements pursuant to Clause 32 of the Listing Agreement entered into
with the Stock Exchanges and prepared in accordance with the Accounting
Standards prescribed by the Institute of Chartered Accountants of
India, in this regard.
M/s. Diamond Power Transformers Limited and M/s. Diamond Power Global
Holdings Limited are wholly owned subsidiaries of our company.
Diamond Power Transformers Limited
Diamond Power Transformers Limited has performed well and has achieved
100% growth in turnover. The Company is one of the core suppliers of
transformers to the clients like BHEL, Noida Power, and Electricity
Boards etc. The Company expects to achieve higher growth with addition
of varied size and rating of transformers.We are pleased to inform to
our shareholders about the acquisition of strategic stake by Diamond
Power Transformers Limited in Maktel Control and Systems Private
Limited and Maktel Power Limited (formerly known as Danke Control
Private Limited) as a measure of expanding its current operations in
The Accounts of M/s. Diamond Power Transformers Limited, Wholly Owned
Subsidiary Company, together with the reports of the Directors and the
auditors, as required under Section 212 of the Companies Act, 1956, are
attached with this annual report.
Diamond Power Global Holdings Limited
Diamond Power Global Holdings Limited was incorporated on 3rd November,
2011 as a 100% subsidiary of Diamond Power Infrastructure Limited in
Jebel Ali Free Zone (JAFZA), Dubai, U.A.E. to promote exports of the
Company in the Middle East. The company being a toddler is taking steps
towards attaining its object successfully and in years to come is
expected to achieve the desired results.
As the Company was incorporated on 3rd November, 2011 annual accounts
for the same will be provided to the Shareholders from next year
In accordance with the Companies Act, 1956 and the Articles of
Association of the Company Shri S N Bhatnagar, Shri Amit Bhatnagar and
Shri Sumit Bhatnagar retire by rotation at the Annual General Meeting.
However, they are eligible for re-appointment. Shri Bhavin Shah who was
appointed as a Non-Executive Director by the Board will retire at this
Annual General Meeting and the Company has also received his
candidature for re-appointment as a Non-Executive Director of the
Further during the year under review following Directors were retired
SHRI N N BHATNAGAR
Shri N N Bhatnagar joined our Company on 31st October, 2008 as an
Independent Director. Due to his pre occupation he opted for retirement
from the Company in the last Annual General Meeting held on 20th
September, 2011. Shri Bhatnagar served as a Member in the Audit
Committee and Investors'' Grievances Committee. His suggestions and
guidance have indeed proved to be very effective in the progress of the
Company. The company will always be thankful to him to guide it like a
lamp in the dark.
SHRI VAMESH CHOVATIA
Shri Vamesh Chovatia joined our Company as on 10th January, 2011as a
Non-Executive Director and a representative of Kotak India Growth Fund
II, Non- Financial Institution. Due to his prior commitments he
resigned from the Company on 30th May, 2011. The Company appreciates
the directions and support given by him.
SHRI BHAVIN SHAH
Shri Bhavin Shah joined our Company as on 9th November, 2011 as a
Non-Executive Director and replaced Shri Vamesh Chovatia as the
representative Director of Kotak India Growth Fund II, Non-Financial
SHRI ASWINI SAHOO
Shri Aswini Sahoo joined our Company as on 30th June, 2009 as a Nominee
Director for Clear Water Capital (CCP) and resigned on 27th March,
2012. He has been associated with our Company for the past four years.
In these years, the Company has been able to nail down many
opportunities that have come its way with the help of his suggestions
and guidance. The Management would like to extend its gratitude to him
regarding his valuable suggestions to the Company.
SHRI KARTHIK ATHREYA
Shri Karthik Athreya joined our Company as on 3rd April, 2012 as a
Nominee Director of Clear Water Capital Partners (Cyprus) in place of
Shri Aswini Sahoo.
M/s. Vijay N. Tewar & Company, Chartered Accountants and Statutory
Auditors of the Company, retire at the forthcoming Annual General
Meeting and are eligible for re-appointment. A certificate has been
obtained from them to effect that, the appointment, if made, will be in
accordance with the limits specified in sub-section (1B) of Section 224
of the Companies Act, 1956.
The Auditors'' Report to the shareholders does not contain any
DUE DILIGENCE REPORT
M/s. Swati Bhatt & Co., Practicing Company Secretary conducted Due
Diligence Audit and has submitted the Report confirming compliance with
the applicable provisions of Companies Act, 1956 and other rules and
regulations issued by SEBI / other regulatory authorities for Corporate
Pursuant to the direction from the Ministry of Corporate Affairs for
appointment of Cost Auditors, our Board has reappointed M/s.S. S.
Puranik & Associates, as the Cost Auditor of our Company for the
financial year 2011-12 to conduct the audit of the cost records of the
During the year under review, the Company has issued Non-Convertible
Debentures amounting to Rs.32 Crores in addition to Rs. 68 Crores
issued in financial year ended on 31st March, 2011 comprising of Rs. 1
Lacs Each at the rate of 12%, 12.25%, 12.35%, 12.50% and 12.75% to the
respective Debenture Holders. M/s. Unit Trust of India Investment
Advisory Services Limited was appointed as Debenture Trustee of the
Any member interested in obtaining any information regarding Debentures
or Debenture holders may write to the Company Secretary at the
Corporate Office of the Company.
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.
All the insurable interests of our Company including inventories,
buildings, plant and machinery and liabilities under legislative
enactments are adequately insured.
The Board of Directors wishes to express their appreciations to all the
employees for their outstanding contribution to the operations of the
Company during the year. Any member interested in obtaining a copy of
the Statement of Particulars of employees referred to in Section
217(2A) of the Companies Act, 1956,may write to the Company Secretary
at the Corporate Office of the Company.
We have a core and competent team of legal department who
instantaneously looks after all the material litigations.
However,during the year 2011-12 under review there were no material
litigations against our company.
Further our directors would like to clarify that, the searches and
surveys were carried out by Income Tax Department at the premises on
some Group Companies only and promoters'' residences for the first time
in the last 43 years on15th and 16th March, 2012. We being strong
believers of Corporate Governance Policy appreciate the concern showed
by the Income Tax Department and are thankful to all the stake holders
including IT Department to have faith in us. No major tax liability in
our opinion is expected on Diamond Power Infrastructure Limited.
It is the quality of our work which will please our Customers and not
the quantity. The Company is committed to establish, sustain and
strengthen the quality management system in each sphere of its
operation, aiming at total customers'' satisfaction.
To achieve this, it will be an endeavor of the Company to strive
towards producing impeccable products, ensuring timely delivery and
providing quality services to our valued customers.
In terms of quality, the Company is certified by ISO 9001- 2008.
The Company has given high priorities to Environment and Safety. A
number of initiatives have been taken to embed a culture of safety and
safe working practices in the organisation. A detailed corporate safety
action plan has been prepared, including the activities that will be
guided and supervised by the Management.
The Company is dedicated to pro-actively comply with the Statutory,
legal and other requirements related to environment, safety and
occupational health as pertinent to various processes, to ensure lowest
pollution levels and safe working environment throughout the
We are striving to prevent accidents and injuries, lower the incidences
of occupational and ill health issues across the Company by
identification and documentation of all environmental aspects as well
as hazard risks.
The Company is certified by ISO 14001:2004 - for Environmental
Management System and OHSAS 18001:2007 for Occupational Health and
Safety Management Systems.
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. Employees play a very vital role
by contributing to the risk identification process.
As per the requirement of Clause 49 of the Listing Agreement entered
into with the Bombay Stock Exchange Ltd and National Stock Exchange of
India Limited, a detailed report on Corporate Governance is set out as
Annexure -A to 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 as Annexure-B to this Report. A separate Management
Discussion and Analysis Report on the company''s performance is given as
Annexure-C 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 available on our website
CORPORATE SOCIAL RESPONSIBILITY VOLUNTARY GUIDELINES
MCA had released a set of guidelines on Corporate Social Responsibility
(CSR) in December 2009. The Company is substantially complying with the
guidelines laid down. The activities carried out by the Company as a
part of its CSR initiatives are briefly described in this Annual
Report. The detailed CSR activity of the Company is also available on
the Company''s website www.dicabs. com.
DIRECTORS'' RESPONSIBILITY STATEMENT
Under Section 217(2AA) of the Companies Act, 1956, the directors
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
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, 2012 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.
CONSERVATIONS OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The particulars relating to Conservation of Energy, Technology
Absorption, Foreign Exchange Earning and Outgo as required under
Section 217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosures of Particulars in the Report of Board of Directors) Rules,
1988, is given this report.
Our Directors would like to express their grateful appreciation for the
assistance and co-operation, received from the Banks, Financial
Institutions, various government authorities, customers, vendors and
shareholders during the year. Our Directors also wish to place on
records the deep sense of gratitude for the committed services of the
executives, staff members and workers.
For and On Behalf of
the Board of Directors
Date: 13th August, 2012 (S. N. Bhatnagar)
Place: Vadodara Chairman