To,

The Members,

The Directors are pleased to present the 24th Annual Report together with the Audited Financial Statements of the Company for the year ended on 31st March, 2016.

FINANCIAL RESULTS

(Rs. in Lacs)

IMPORTANT PERFORMANCE PARAMETERS

(Rs. in Lacs)

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

The year under review continued to be challenging one for your Company. It was informed in the previous year that the Company underwent through debt restructuring process with its lenders under JLF Mechanism. However, due to various factors coupled with the economic slowdown of the country and more so in the Power Sector and delay on procedural parts with the lenders, the restructuring package could not be implemented as envisaged. For the long term solutions it was felt necessary to work out a mechanism to address the infusion of fund and sustainable debt in to the system. For infusion of funds, the Company has identified a prospective investor who has shared the terms sheet which is based on the sustainable debt. The same is being shared with the lenders and it is under their considerations. Based on the development and the future scenario, the lenders have decided to adopt the strategic debt restructuring mechanism which the Company believes that the same will protect the interest of the esteemed investors and stakeholders. The Company is also working on various alternatives to come out from the situation.

As explained above that the market scenario along with the high interest cost has led to another year of loss. This is primarily due to delay in completion of the supply commitment, denial of price variation claims and the provisions of debtors which are under recovery for quite some time. This is to further inform that our total income for the financial year 2015-16 on a standalone basis decreased to INR 2,05,229.89 Lacs from INR 2,37,952.80 Lacs in the previous year and the loss suffered is Rs. 32,452.58 Lacs Compared to past years loss Rs. 1 1,574.28 Lacs.

FOR AUDIT QUALIFICATION(S) WHERE THE IMPACT IS NOT QUANTIFIED BY THE AUDITOR

(i| Management's estimation on the impact of audit qualification:

Management would like to inform that entire sales, purchase and consumption during the F.Y. 15-16 have been accounted for and hence there is no financial impact on the standalone financial statements. However, we are in process to have all the data of item wise production, sales and consumption and listing of purchase order of capital goods in our ERP system in near future to have all the desired information available as per the requirement of the Companies Act, 2013.

(ii| If management is unable to estimate the impact, reasons for the same:

The Company does not have adequate details of cost of each assets, its significant component and capital work in progress capitalized during the year and in earlier years. As a result of which, the Company is unable to calculate the correct depreciation and hence the management is unable to estimate the impact on the profit for the year, reserves at the year end and the value of the net assets carried forward in the standalone financial statements. The Company is in process of updating its fixed assets register having all the required details to calculate the impact of depreciation which will be adjusted in the books of accounts on completion.

The Company has noted the Auditor's observations with respect to internal control over financials reporting. The Company has taken the cognition of the control aspect and is in the process of evaluating suitable measures to be adopted to implement the internal control system wherever it is lacking and needs improvement for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

(iii) Auditors' Comments on (i) or (ii) above:

Auditors agree with management view as mentioned in point (i) and (ii) above

CONSOLIDATED ACCOUNTS

The consolidated financial statements of your Company for the financial year 2015-16, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and Listing Agreement as prescribed by the Securities and Exchange Board of India (SEBI). The consolidated financial statements have been prepared on the basis of audited financial statements of the Company, its subsidiary and associate companies, as approved by their respective Board of Directors.

FOR AUDIT QUALIFICATION(S) WHERE THE IMPACT IS NOT QUANTIFIED BY THE AUDITOR:

(i) Management's estimation on the impact of audit qualification:

Management would like to inform that entire sales, purchase and consumption during the F.Y. 15-16 have been accounted for and hence there is no financial impact on the consolidated financial statements. However, we are in process to have all the data of item wise production, sales and consumption and listing of purchase order of capital goods in our ERP system in near future to have all the desired information available as per the requirement of the Companies Act, 2013.

(ii) If management is unable to estimate the impact, reasons for the same:

The Company does not have adequate details of cost of each assets, its significant component and capital work in progress capitalized during the year and in earlier years. As a result of which, the Company is unable to calculate the correct depreciation and hence the management is unable to estimate the impact on the profit for the year, reserves at the year end and the value of the net assets carried forward in the consolidated financial statements. The Company is in process of updating its fixed assets register having all the required details to calculate the impact of depreciation which will be adjusted in the books of accounts on completion.

Apex Electricals Limited(‘Apex') has applied for restructuring under BIFR since 2011, and since the matter is currently sub-judice and pending before the BIFR committee for final outcome, the management of Apex have not prepared the financial statements. In absence of the financial statements of Apex, the management of the Company is unable to estimate the impact on the consolidated financial statements.

The Company has noted the Auditor's observations with respect to internal control over financials reporting. The Company has taken the cognition of the control aspect and is in the process of evaluating suitable measures to be adopted to implement the internal control system wherever it is lacking and needs improvement for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

(iii) Auditors' Comments on (i) or (ii) above:

Auditors agree with management view as mentioned in point (i) and (ii) above

SUBSIDIARIES & ASSOCIATE COMPANIES

M/s. Diamond Power Global Holdings Limited is wholly owned subsidiary of your company. However, M/s. Diamond Power Transformers Limited is now associate company from 12th January, 2016.

Please refer Annexure [A] to the Board Report.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management's Discussion and analysis is set out in this Annual Report.

DIVIDEND

Looking into the long term interest of the Company, your Directors have not recommended any dividend for the financial year ended on 31st March, 2016.

TRANSFER TO RESERVES

Since Company incurred negative profit during the financial year under review, there is no amount transferred to general reserve.

PUBLIC DEPOSITS

During the financial year 2015-16, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE GOVERNANCE REPORT

A separate report on Corporate Governance along with a certificate from Practicing Company Secretaries on its compliance forms an integral part of this Report.

INDUSTRIAL RELATIONS

The Company is having its presence in middle east countries and planning to expand its business in overseas countries too. Further Company has strong dealer network to accelerate growth of the Company. Company's ambitious project is expected to complete around end of 2016 and after completion Company will backed up with additional production capacity.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in "Annexure [B]’’.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointments:

During the financial year 2015-16, in compliance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 Shri Amit Bhatnagar (DIN : 00775880) and Shri Sumit Bhatnagar (DIN : 00776129) were re-appointed on 30th September, 2015 Ms. Nivedita Pandya (DIN : 02992638) was regularized from Additional Director on 30th September, 2015 and Shri Shailendra Pal Singh (DIN 02296585) was appointed as an Additional Director of the Company on 08th November, 2015.

Resignations/Retirements:

During the year Shri Jaideep Nigam (DIN : 07253279) was heavenly aborted due to his bad health. Shri Nigam was one of the core members of the Board and during his tenure Company nailed down many great opportunities. The Board places on record its appreciation for his valuable contribution during his association with the Company.

Shri Bhavin Shah, Director of the Company resign as on 12th August, 2015. Shri Bhavin Shah one of the core member of the Board and during his tenure Company nailed down many great opportunities. the Board places on record its appreciate for his valuable contribution during his association with the company.

Shri Aswini Sahoo, Director of the Company resign as on 29th May, 2015. Shri Aswini Sahoo one of the core member of the Board and during his tenure Company nailed down many great opportunities. the Board places on record its appreciate for his valuable contribution during his association with the company.

DIRECTORS RETIRE BY ROTATION

Shri Sumit Bhatnagar (DIN : 00776129) is liable to retire by rotation at the ensuing AGM pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company and being eligible have offered himself for the reappointment. However, this is to be noted that Shri Sumit Bhatnagar is also Jt. Managing Director of the Company and his position was discussed and approved by the members in their AGM held on 30th September, 2015, Hence on being re-appointed as Director under retire by rotation Shri Sumit Bhatnagar will be also designated as Jt. Managing Director on the same terms and conditions as approved by the Members and there is not any interruption in his appointment as Jt. Managing Director.

Appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the 24th AGM of your Company. Your Directors recommend his reappointment.

EVALUATION OF BOARD'S PERFORMANCE:

In terms of the provisions of the Companies Act, 2013 read with Rules issued there under and Listing Obligations, the Board of Directors on recommendation of the Nomination and Remuneration Committee, have evaluated the effectiveness of the Board/Director(s) at their meeting held on 11th February, 2016.

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

The details of the number of Board and Audit Committee meetings of your Company are set out in the Corporate Governance Report which forms part of this Report.

DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued there under as well as SEBI (LODR) Regulations, 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

a) in the preparation of the annual accounts for the financial year 2015-16 the applicable accounting standards and Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2016 and of the profit and loss of the Company for the financial year ended 31st March, 2016.

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a ‘going concern' basis;

e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

AUDITORS AND AUDITORS' REPORT

Auditors

At the Annual General Meeting held on 30th September, 2015 M/S. B

S R & Co. LLP, Chartered Accountants (Firm Registration Number 101248W/W-100022) and ABCJPR & Company (Name Change from A Yadav & Associates), Chartered Accountants (Firm Registration Number 129725W)were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the fifth year from the date of appointment. In terms of the first proviso to Section 139 of the Act, the appointment of the auditors shall be placed for ratification at ever Annual General Meeting. Accordingly, the appointment of M/S. B S R & Co. LLP, Chartered Accountants (Firm Registration Number 101248W/W-100022) and ABCJPR & Company (Name Change from A Yadav & Associates), Chartered Accountants (Firm Registration Number 129725W), as statutory auditors of the Company, is placed for ratification by the shareholders.

The Auditors' Report for is enclosed with the financial statements in this Annual Report.

Cost Auditor

The Board of Directors had appointed M/s. S. S. Puranik & Associates., Cost Accountants (Firm Registration No 100133) as the Cost Auditor of your Company for the financial year 2016-17 to conduct the audit of the cost records of your Company. As per Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors)Rules, 2014 the Board of Directors of your Company has appointed M/s. S. S. Puranik & Associates., Cost Accountants (Firm Registration No. 100133) as the Cost Auditor for the financial year 2016-17 on the recommendations made by the Audit Committee. The remuneration proposed to be paid to the Cost Auditor, subject to the ratification by the members at the ensuing AGM, would be not exceeding Rs. 90,000 (Rupees Ninety Thous and only) excluding taxes and out of pocket expenses, if any.

Your Company has received consent from M/s. S. S. Puranik & Associates., Cost Accountants, to act as the Cost Auditor of your Company for the financial year 2016-17 along with a certificate confirming their independence.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 M/s. Devesh Vimal & Co., Practicing Company Secretaries was appointed to conduct the Secretarial Audit of your Company for the financial year 2015-16. The Secretarial Audit Report is annexed herewith as "Annexure -[C]’ to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board has appointed M/s. Devesh Vimal & Co., Practicing Company Secretaries as a Secretarial Auditor of the Company for the Financial year 2016-17.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Devesh Vimal & Co., Practicing Company Secretaries to conduct the Secretarial Audit of your Company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure [D]’ to this Report.

RELATED PARTY TRANSACTIONS

During the financial year 2015-16, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms' length basis and in accordance with the provisions of the Companies Act, 2013 Rules issued there under and SEBI (LODR) Regulations 2015. During the financial year 2015-16, there were no transactions with related parties which qualify as material transactions.

The details of the related party transactions as required under Accounting Standard - 18 are set out in Notes to the financial statements forming part of this Annual Report.

The Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as "Annexure [E]’ to this Report.

LOANS AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

A. Details of investments made by the Company as on 31st March, 2016 (including investments made in the previous years):

(i) Investments in equity shares:

Amount in Rs.

“considering 1 AED = Rs. 18.04656 on 31st March, 2016 (as per http://aed.fxexchangerate.com/inr-2016_03_31-exchange-rates-history.html)

(ii) Investment in debt instrument:

Amount in Rs.

B. Details of loan given by the Company are as follow:

Amount in Rs.

C. There are no guarantees issued by your Company in accordance with Section 186 of the Companies Act, 2013 read with the Rules issued there under except for subsidiary Company.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.

Your Company, through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors.

VIGIL MECHANISM

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and SEBI (LODR) Regulations 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Companies Act, 2013 the Board of Directors of the Company at their meeting held on 30th May, 2014 framed CSR Committee, on the recommendations of the Board. The CSR Policy outlines the CSR vision of your Company which is based on embedded tenets of trust, fairness and care.

The initiatives undertaken by your Company during the financial year 2015-16 in CSR have been detailed in this Annual Report. The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out herewith as "Annexure [F]’ to this Report.

SHARE CAPITAL DURING THE YEAR UNDER REVIEW

Your Company in the financial year 2013-14 has increased its Authorized Share Capital from 5,58,58,500 (Five Crores Fifty Eight Lacs Fifty Eight Thousand Five Hundred Only) Equity Shares of Rs.10/- (Rupees Ten) each and 41,41,500 (Forty One Lacs Forty One Thousand Five Hundred Only) Preference Shares of Rs. 10/- (Rupees Ten) Each Rs. 10/- (Rupees Ten) Each to 8,00,00,000 (Eight Crores Only) divided into 7,58,58,500 (Seven Crores Fifty Eight Lacs Fifty Eight Thousand Five Hundred Only) Equity Shares of Rs. 10 /- (Rupees Ten) each and 41,41,500 (Forty One Lacs Forty One Thousand Five Hundred Only) Preference Share of Rs. 10/- (Rupees Ten).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out herewith as "Annexure [G]’’ to this Report.

DETAILS OF INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

Your Company has put in place adequate internal financial controls with reference to the financial statements, some of which are outlined below:

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 1956 to the extent applicable. These are in accordance with generally accepted accounting principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

GENERAL

a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and

b) Your Company does not have any ESOP scheme for its employees/Directors.

APPRECIATION

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

For & on Behalf of the Board Shri Amit Bhatnagar

Date: 21st July, 2016 Chairman & Managing Director

Place: Vadodara of the Meeting