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Dazzel Confindive Ltd.

BSE: 531270 Sector: Financials
NSE: N.A. ISIN Code: INE149E01027
BSE 00:00 | 04 Mar Dazzel Confindive Ltd
NSE 05:30 | 01 Jan Dazzel Confindive Ltd
OPEN 0.17
PREVIOUS CLOSE 0.17
VOLUME 147140
52-Week high 0.17
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.16
Buy Qty 24155.00
Sell Price 0.17
Sell Qty 50000.00
OPEN 0.17
CLOSE 0.17
VOLUME 147140
52-Week high 0.17
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.16
Buy Qty 24155.00
Sell Price 0.17
Sell Qty 50000.00

Dazzel Confindive Ltd. (DAZZELCONFINDIV) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the Annual Report together with the AuditedAccounts of the Company for the year ended 31st March 2018.

FINANCIAL RESULTS

Your Company financial performance during the year 2017-18 is summarized below:

(Rs. In Lacs)

Particulars Year

2017-2018

Year

2016-2017

TOTAL REVENUE 125.04 88.56
TOTAL EXPENDITURE 124.85 90.61
Profit Before Tax 0.19 -2.05
Less: Taxation 0.84 0.77
Profit After Tax -0.64 -1.28

OPERATIONS

The Company performed satisfactorily as compared to last year.

SHARE CAPITAL

During the year under review the Company neither increased nor decreased its Equity.

REVISION IN FIN. STATEMENTS OR BOARD'S REPORT U/S 131(1) OF THE CO. ACT 2013

In terms of Section 131 of the Companies Act 2013 the Financial Statements andBoard's Report are in compliance with the provisions of Section 129 or Section 134 of theCompanies Act 2013 and that no revision has been made during any of the three precedingfinancial years.

DIVIDEND

Your Directors do not recommend any dividend on equity shares for the year ended March31 2018. PUBLIC DEPOSITS

The Company has not invited any deposits from the public within the provisions ofChapter V of the Companies Act 2013 (hereinafter "the Act" and any reference ofsection pertains to sections of this Act in this Annual Report unless stated otherwise)read with the Companies (Acceptance of Deposits) Rules 2014.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY AND ASSOCIATE COMPANIES:

As per Sections 2(87) and 2(6) of the Companies Act 2013 and as on date the Companyneither has any Subsidiary Company nor any Associate Company and hence do not call forany disclosure under this head.

AUDITORS

M/s. NAHAR V & CO. Chartered Accountants Statutory Auditors of the Company wereappointed in 26th AGM until the conclusion of 31st AGM (subject ofratification of the appointment by the members at every AGM held after this AGM) in termsof the provisions of section 139 of Co. Act 2013.

The Company has received confirmation from M/s Nahar V. & Co. to the effect thatthey fulfill the eligibility criteria as prescribed u/s 139 and 141 of the Co. Act 2013.Your Directors recommend ratification of appointment of M/s. NAHAR V & CO. CharteredAccountants (FRN 133653W) as the Statutory Auditors of the Company at the ensuing AGM.

There is no audit qualification or observation on the financial statements by thestatutory auditors for the year under review.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethere under M/s Renu Kathuria & Associates Faridabad Company Secretaries inWhole-time practice was appointed to conduct Secretarial Audit for the year ended 31stMarch 2018.

M/s Renu Kathuria & Associates Practicing Company Secretaries has submittedQualified Report on the Secretarial Audit forms a part of this report as ANNEXURE-A.

CLARIFICATION ON OBSERVATIONS BY THE SECRETARIAL AUDITOR

The board of directors hereby provides clarification on the observations that allviolations are due to poor financial condition of the company. As and when the financialcondition of the company will improve the required payment and appointment will be made.However the management of the company is being carried out under the supervision of theprofessional Board and is consistently trying to comply with all required compliances andachieve the targets.

INTERNAL AUDITORS

Pursuant to Section 138 of the Companies Act 2013 and Rule 13 of The Companies(Accounts) Rules 2015 the Board of Directors of the Company is under process to appointinternal auditors. However in the opinion of the Board and size of the company it is notnecessary to appoint internal auditor.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT - 9 as provided under Section 92 (3) of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2015 is annexed hereto as ANNEXURE-B with this report and shall form part of theBoard's Report.

NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES THEREOF

During the year under review various meetings of the Board of Directors and Committeeswas held for various purposes which were in compliance with the provisions of theCompanies Act 2013 rules made there under and Regulations of SEBI (LODR) 2015. Furtherthe details of such meetings of the Board and Committees thereof are mentioned in theReport on Corporate

Governance which is annexed as ANNEXURE-C with this Report and shall form part of theBoard's Report

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Board comprises of efficient and able directors who have vast experience in thisline of business.

The brief details of all members of Board are annexed to this report as ANNEXURE-C.

At the time of appointment all the disclosures and declarations pursuant to Section164(2) of the Companies Act 2013 and Rule 14(1) of Companies (Appointment andQualification of Directors) Rules 2015 none of the Directors of the Company isdisqualified from being appointed as Director. Further all intimations pertaining to suchappointments made during the year has been given to Stock Exchange where the shares of theCompany are listed and also the relevant records are duly updated with the Registrar ofCompanies Jaipur(Raj.) wherever required.

RE-APPOINTMNET OF DIRECTORS BY ROTATION

During the year Mr. Atul Vijayvargiya Director of the company retires by rotation andbeing eligible offers himself for re- appointment. (The details regarding hisre-appointment as per Listing Agreement is given in the Notice.

APPOINTMENT/RE-APPOINTMNET OF INDEPENDENT DIRECTORS AND STATEMENT OF DECLARATIONS BYINDEPENDENT DIRECTOR

The Company as on 31st March 2018 has following Independent Directors;

Mr. Ayush Gorani

Mr. Prakash Premchandbhai Shdh

All the Independent Directors are well appointed on the Board of Company in compliancewith the Companies Act 2013 and the Regulation 25 of SEBI (LODR) 2015. Further allIndependent Directors shall hold office for a term up to five consecutive years on theBoard of a Company but shall be eligible for reappointment for next five years afterpassing a special resolution by the Company and disclosure of such appointment in theBoard's Report. The Company has received declarations from all the Independent Directorsof the Company confirming that they meet the criteria of Independence under sub-section(6) of section 149 of the Act and Regulation 17 & 25 of SEBI (LODR) 2015.

FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The directors will be introduced to all the Board members and the senior managementpersonnel such as Chief Financial Officer Company Secretary and Various Department headsindividually to know their roles in the organization and to understand the informationwhich they may seek from them while performing their duties as a Director. And meeting maybe arranged for Independent Directors with aforesaid officials to better understand thebusiness and operation of the Company. As part of continuous updating and familiarizationwith the Company every Independent Director will be taken for visits to the factory ormanufacturing units and other branch of the company where officials of various departmentsapprise them of the operational and sustainability aspects of the plants to enable them tohave full understanding on the activities of the Company and initiatives taken on safetyquality etc. The Company may also circulate news and articles related to the industry fromtime to time and may provide specific regulatory updates.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In due compliance with the provisions of the Companies Act 2013 SEBI (LODR) 2015 aseparate meeting of Independent Directors was held on 30/01/2018

PERFORMANCE EVALUATION BY INDEPENDENT DIRECTORS

The Independent Directors in their meeting have reviewed the performance ofNonIndependent Directors and Board as a whole including reviewing the performance of theChairperson of the company taken into account the views of Executive Directors andNonExecutive Directors. The said policy including above said criteria for the evaluationof the Board individual directors including independent directors and the committee ofthe board has been laid down under Nomination Remuneration and Evaluation Policy given inthe Report on Corporate Governance which is annexed as ANNEXURE-C with this report andshall form part of the Board's report.

FORMAL ANNUAL EVALUATION

Pursuant to section 134 (3) (p) of the Companies Act 2013 and Rule 8(4) of Companies(Accounts) Rules 2015 and Regulation 17 of SEBI (LODR) 2015 the Board has carried outan evaluation of its own performance the directors individually as well as the evaluationof its Committees as per the criteria laid down in the Nomination Remuneration andEvaluation policy. The said policy including above said criteria for the evaluation of theBoard individual directors including independent directors and the committee of the boardhas been laid down in the Corporate Governance Report which form part of this report.

ORDER(S) PASSED BY REGULATOR(S) COURT(S) TRIBUNAL(S) IMPACTING THE GOING CONCERNSTATUS AND COMPANY STATUS

During the year under review it was found there were no orders passed regarding thegoing concern status of the Company. The Company is operating in an efficient manner. Infuture there will not be any issues relating to the going concern status of the Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has a proper internal control system which provides adequate safeguardsand effective monitoring of the transactions and ensures that all assets are safeguardedand protected against loss from unauthorized use or disposition. The Company has aninternal audit system from an outside agency which ensures that the Company's controlmechanism is properly followed and all statutory requirements are duly complied with.Moreover the audit committee of the Company comprising of independent directors regularlyreviews the audit plans adequacy of internal control as well as compliance of accountingstandards. Also the M.D. has the responsibility for establishing and maintaining internalcontrols for financial reporting and that they also have the overall responsibility toevaluate the effectiveness of internal control systems of the company pertaining tofinancial reporting and they have to disclose to the auditors and the Audit Committeedeficiencies in the design or operation of such internal controls if any of which theyare aware and the steps they have taken or propose to take to rectify the deficiencies.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

During the year under review the Company has neither given any Loans nor provided anyGuarantees nor made any Investments under Section 186 of the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES U/S 188(1) AND 188(2) OFTHE COMPANIES ACT 2013

The related party transactions are entered into based on considerations of variousbusiness exigencies such as synergy in operations sectoral specialization and theCompany's long-term strategy for sectoral investments optimization of market shareprofitability liquidity and capital resources of its group companies. All related partytransactions that were entered introducing the financial year were at Arm's Length basisand were in the ordinary course of business the same were placed before the AuditCommittee for the review and noting in their respective meetings. There are no materiallysignificant related party transactions made by the company with Promoters Key ManagerialPersonnel or other designated persons which may have potential conflict with interest ofthe company at large. Further as there are no such transactions inconsistent withsub-section (1) of section 188 of the Companies Act 2013 so no AOC-2 is required to begiven in this report.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGSAND OUTGO

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2015 is furnished here under.

SN Particulars Disclosure
Conservation of Energy and 1. Power consumption The company continued to accord priority to conservation of energy

and is continuing its efforts to utilize energy more efficiently.

Technology Absorption and 2. Research & Development The company has not absorbed any technology nor any research & Development work has been carried out.
3. Foreign Exch. - Earnings Nil
Outgo Nil

VIGIL MECHANISM

The Company believes in the conduct of its affairs in a fair and transparent manner byadopting highest standards of professionalism honesty integrity and ethical behavior.The Company is committed to develop a culture in which every employee feels free to raiseconcerns about any poor or unacceptable practice and misconduct. In order to maintain thestandards has adopted lays down this Whistle Blower Policy to provide a framework topromote responsible and secure whistle blowing. The Board of Directors of your Company hasadopted the Vigil Mechanism and Whistle Blower Policy in compliance of Companies Act 2013and SEBI (LODR) 2015. The same forms part of Company's Code of Conduct.

COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY

The Company neither has any holding nor is any subsidiary company thereforedisclosure under Section 197 (14) of the Companies Act 2013 not applicable.

MANAGERIAL REMUNERATION

During the year under review none of the Directors of your Company were paid anyremuneration; therefore disclosure under Sections 196 and 197 of the Companies Act 2013and rules made there under is not applicable.

EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

The company has not issued any shares with differential voting rights and accordinglythe provisions of Section 43 read with Rule 4(4) of the Companies (Share Capital andDebentures) Rules 2015 of the Companies Act 2013 and rules framed there under are notapplicable for the year.

DETAILS OF SWEAT EQUITY SHARES

The company has not issued any sweat equity shares and accordingly the provisions ofSection 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules2015 of the Companies Act 2013 and rules framed there under are not applicable for theyear.

DETAILS OF EMPLOYEES STOCK OPTION SCHEME

The company has not granted stock options and accordingly the provisions of Section62(1)(b) read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2015of the Companies Act 2013 and rules framed there under are not applicable for the year.

DISCLOSURE OF VOTING RIGHTS NOT EXCERCISED

The company has not made any provision of money for the purchase of or subscriptionfor shares in the company or its holding company if the purchase of or the subscriptionfor the shares by trustees is for the shares to be held by or for the benefit of theemployees of the company and accordingly the provisions of Chapter IV (Share Capital andDebentures) of the Companies Act 2013 and rules framed there under are not applicable forthe year.

PARTICULARS OF EMPLOYEES

Employee's relation continued to be cordial throughout the year. Your Directors wish toplace on record their sincere appreciation for the excellent spirit with which the entireteam of the Company worked together.

During the year under review none of the employee has received remuneration of Rs.5.00 Lacs per month or Rs. 60.00 Lacs per year or at a rate which in the aggregate is inexcess of that drawn by the managing director or whole-time director or manager and holdsby himself or along with his spouse and dependent children not less than two percent ofthe equity shares of the company pursuant to Section 197 (12) of the Companies Act 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2015 and hence do not call for any further details referred to in Rule5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

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

In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

The directors have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2018 and the lossfor the year ended on that date;

The directors have taken proper and sufficient care of the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding of theassets of the Company and for preventing and detecting fraud and other irregularities;

The directors have prepared the annual accounts on a going concern basis:

The Directors had laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively;

The Directors has devised proper system to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating efficiently.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company is not required to constitute a Corporate Social Responsibility Committeedue to non fulfillment of any of the conditions pursuant to section 135 of the CompaniesAct 2013.

INVESTOR SERVICES

The company has established connectivity with both the depositories viz. NationalSecurities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). Inview of the numerous advantages offered by the Depository system members are requested toavail of the facility of de-materialization of Company's shares on either of theDepositories as aforesaid.

HUMAN RESOURCES

Your Company considers people as one of the most valuable resources. It believes in thetheme that success of any organization depends upon the engagement and motivation level ofemployees. All employees are committed to their work and proactively participate in theirarea of operations. The Company's HR philosophy is to motivate and create an efficientwork force as manpower is a vital resource contributing towards development andachievement of organizational excellence.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Report on Corporate Governance as per Regulation 15(2) of SEBI (LODR) Regulation 2015and Management Discussion and Analysis Report in terms of Regulation 34(3) read withSchedule V(B) of SEBI(LODR) Regulation 2015 is annexed as ANNEXURE-C respectively withthis report and shall form part of the Board's report.

A certificate from Statutory Auditors confirming compliance with the conditions ofCorporate Governance is also annexed to the Corporate Governance Report.

AUDIT COMMITTEE:

The details about this committee have been stated in report on corporate governance asper section 177 of the Co. Act 2013 and Regulation 18 of SEBI (LODR) Regulation 2015.

NOMINATION AND REMUNERATION COMMITTEE:

The details about this committee have been stated in report on corporate governance asper section 178 of the Co. Act 2013 and Regulation 19 of SEBI (LODR) Regulation 2015.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The details about this committee have been stated in report on corporate governance asper section 178 of the Co. Act 2013 and Regulation 20 of SEBI (LODR) Regulation 2015.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Board of Directors of the Company has approved and adopted the "Policy onPrevention of Sexual Harassment at Workplace" to provide equal employment opportunityand is committed to provide a work environment that ensures every woman employee istreated with dignity and respect and afforded equitable treatment. The Company has formedan Internal Complaints Committee where employees can register their complaints againstsexual

Harassment. This is supported by the Sexual Harassment Policy which ensures a free andfair enquiry process with clear timelines.

CODE OF FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION AND CODE OF CONDUCTUNDER SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS 2016

Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition ofInsider Trading) Regulations 2016 the Board of Directors has formulated and adopted the"Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation" (Code of Fair Disclosure) of the Company. The Board has also formulatedand adopted "Code of Conduct for Prohibition of Insider Trading" (Code ofConduct) of the Company as prescribed under Regulation 9 of the said Regulations.

TRANSFER TO INVESTOR'S EDUCATION AND PROTECTION FUND

During the year under review the Company was not required to transfer any amount inthe Investor's Education and Protection Fund.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Board reconstituted the Nomination and Remuneration Committee in terms of Section178 of the Companies Act 2013 rules made there under Regulation 19 of SEBI (LODR)Regulation 2015; the Company has adopted a comprehensive policy on Nomination andRemuneration of Directors on the Board. As per such policy candidates proposed to beappointed as Directors on the Board shall be first reviewed by the Nomination andRemuneration Committee in its duly convened Meeting. The Nomination and RemunerationCommittee shall formulate the criteria for determining the qualifications positiveattributes and independence of a Director and recommend to the Board a policy relating tothe Remuneration for the Directors Key Managerial Personnel and other employees.

The Nomination and Remuneration Committee shall ensure that—

a) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the company successfully;

b) Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

c) Remuneration to directors KMPs and senior management involves a balance betweenfixed and incentive pay reflecting short and long-term performance objectives appropriateto the working of the company and its goals.

The composition of Nomination and Remuneration Committee has been disclosed in theReport on Corporate Governance.

SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES

During the year under review the Company neither had any Subsidiaries nor JointVentures nor Associate Companies.

CODE OF CONDUCT FOR ALL BOARD MEMBERS AND SENIOR MEMBERS AND DUTIES OF INDEPENDENTDIRETORS

The Board has laid down a Code of Conduct for all Board Members and Senior Managementof the Company. The Code of Conduct has been posted on Company's website. Board Membersand Senior Management Personnel have affirmed the compliance with the Code for FinancialYear 2017-2018. A separate declaration to this effect has been made out in the CorporateGovernance Report. The Company has also adopted a Code of Practices and Procedures forFair Disclosure of Unpublished Price Sensitive Information and Code of Conduct as requiredunder Regulation (8)(1) and Regulation (9)(1) of the SEBI (Prohibition of Insider Trading)Regulations 2016.

DISCLOSURE OF FRAUDS IN THE BOARD'S REPORT U/S 143 OF THE COMPANIES ACT

2013

During the year under review your Directors do not observe any contract arrangementand transaction which could result in a fraud; your Directors hereby take responsibilityto ensure you that the Company has not been encountered with any fraud or fraudulentactivity during the Financial Year 2017-2018.

ACKNOWLEDGEMENTS

Your Directors takes opportunity to show gratitude towards the assistance andcooperation received from Banks and other Agencies and Shareholders resulting in goodperformance during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for thededicated services rendered by Executives staff and others of the Company.

For and on Behalf of the Board of Directors of DAZZEL CONFINDIVE LTD.

SD/-

SUNIL AGARWAL

DIRECTOR

SD/-

ATUL VIJAYVARGIYA

Place: JAIPUR

DIRECTOR

Date: 31/08/2018

.