The are pleased to present the Twentieth Annual Report together with the
 audited accounts of the Company for the year ended 31st March, 2012.
 
 FINANCIAL RESULTS
 
                                                           (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
 
 DIVIDEND
 
 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.
 
 CURRENT ACTIVITIES
 
 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:
 
 CABLES
 
 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
 various standards
 
 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.
 
 Production Capacities
 
 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
 corporate houses
 
 Products approved by most of the power utilities viz. Powergrid, NTPC,
 NHPC and State Electricity Boards
 
 CONDUCTORS
 
 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
 Reinforced (ACAR)
 
 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
 
 TRANSFORMERS
 
 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
 class.
 
 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
 5000 transformers
 
 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
 world
 
 Our R&D facilities have been certified by DSIR, Govt.  of India and ISO
 9001-2008
 
 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.
 
 Product Facilities
 
 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.
 
 TURNKEY PROJECTS
 
 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.
 
 Substation Projects
 
 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
 p.a.
 
 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.
 
 FINANCIAL STATEMENTS
 
 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.
 
 SUBSIDIARY COMPANIES
 
 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
 July 2012.
 
 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
 onwards.
 
 DIRECTORS
 
 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
 Company.
 
 Further during the year under review following Directors were retired
 and appointed:
 
 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
 Institution.
 
 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.
 
 STATUTORY AUDITORS
 
 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.
 
 AUDITORS'' REPORT
 
 The Auditors'' Report to the shareholders does not contain any
 qualification.
 
 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
 law.
 
 COST AUDITOR
 
 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
 Company.
 
 DEBENTURES
 
 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
 Company.
 
 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.
 
 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, plant and machinery and liabilities under legislative
 enactments are adequately insured.
 
 PESONNEL
 
 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.
 
 LITIGATION
 
 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.
 
 QUALITY CONTROL
 
 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.
 
 ENVIRONMENT& SAFETY
 
 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
 organization.
 
 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.
 
 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. Employees play a very vital role
 by contributing to the risk identification process.
 
 CORPORATE GOVERNANCE
 
 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
 www.dicabs.com.
 
 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
 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, 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.
 
 ACKNOWLEDGEMENT
 
 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