Dazzel Confindive Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2013

To, The Members of DAZZEL CONFINDIVE India Ltd.

Jaipur (Raj.)

The Directors have pleasure in presenting before you the 21st ANNUAL REPORT of the Company together with the Audited Statement of Accounts for the year ended 31st March,2013.

FINANCIAL RESULTS 2012-2013 2010-2012 In Rs. In Rs.

Turn Over 22742036 249429404

Profit (Loss) Before Tax 270550 605620

Provision for Taxation incl. def.tax lia. 79668 140359

Profit (Loss) After Tax 190882 465261

OPERATIONAL HIGHLIGHTS

Due to the depressed Capital & money market the performance of the Company during the year under review was not as projected, however Directors are confident of posting the higher of growth in the operation in the coming years, thereby recovering the losses incurred in the previous years.

PUBLIC DEPOSITS

During the period under review the Company did not accept deposits in terms of Section 58A of the Companies Act, 1956 and Rules framed theeunder.

DIVIDEND

The Board of Directors of the company do not recommend dividend due to insufficient of profit.

DIRECTORS

SUNIL AGRAWAL and SAGAR JAIN, Directors of the company retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment.

AUDITORS

M/s. Nahar V. & Company, Chartered Accountants, Jaora(MP), the Auditors of the Company retire at the conclusion of this Annual General Meeting. They are eligible for reappointment and indicated their willingness to act as an Auditor, if appointed and the appointment shall be in the limits prescribed under the provision of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There was no employee in the Company whose particulars are required to be furnished as per section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended upto date.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO.

The information under section 217(1) (e) of the Companies Act, 1956 on Conservation of Energy, Technology Absorption as required to be disclosed is not applicable to your company since it is engaged in Trading business. During the year under review the Company has no foreign exchange earnings and outgo.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors hereby report that :

(a) in the preparation of annual accounts, the applicable accounting standards have been followed;

(b) appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are responsible and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March 2013;

(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 safeguarding the assets of the company and for preventing and detecting fraud and other irregularities:

(d) annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE AND COMPLIANCE

A report on corporate governance along with Management Discussion and Analysis is annexed to this report. A certificate from Statutory Auditors with regards to the compliance of the corporate governance, as stipulated in Clause 49 of the Listing Agreement, by the company is annexed to this report.

The company has fully complied with all mandatory requirements prescribed under Clause 49 of the listing agreement. In addition, the company has also implemented some of the non mandatory provisions of Clause 49.

ACKNOWLEDGEMENT

The Board of Directors take the opportunity to thank the Bankers and Government for the Co- operations and support by them from time to time in the operation of the company during the year. The Board also place on record its deep appreciation for the contribution made by the employees at all levels.

Place :Jaipur By order of the Board

Date : 16/05/2013 For DAZZEL CONFINDIVE Ltd

SD/-

(SUNIL AGRAWAL )

Chairman

---

Mar 31, 2012

To, The Members of Dazzel Confindive Limited Jaipur

The Directors of your company are pleased to presenting the Directors Report together with the Audited Accounts and Report on Corporate Governance of the Company for the year ended 31st March, 2012.

1. FINANCIAL RESULTS (Amount in Ruppess)

Year Ended Year Ended March 31, 2012 March 31, 2011

Income from operation 249,429,404.00 310,325,327.00

Profit/loss before providing Depreciation and Interest 912,953.00 1060756.00

Less: Depreciation 267,120.00 223,126.00

Interest 40,213.00 35,745.00

Profit/loss Before Taxation 605,620.00 801,885.00

Less: Provision for Taxation 100,000.00 120,000.00

Deferred Tax Liability 40,359.00 56,791.00

Profit /Loss after Taxation 465,261.00 625,094.00

WORKING PERFORMANCE REVIEW:

During the financial year incomes of the company is decreased from Rs 3103.25 Lacs to Rs. 2494.30 Lacs and resulting decrease in net profit from Rs. 6.25 Lacs to Rs. 4.65 Lacs. Your Directors are confident and trying hard to increase the profitability during the current financial year with dedicated efforts of the management.

DIVIDEND:

To conserve the resources of the Company, especially in view of the new project of the Company and to ensure better long term results your Directors are of the opinion to plough back the entire profits and do not recommend dividend.

DIRECTORS: .

Shri Pradeep Gupta and Shri Anand Khot, Directors of the Company would retire by rotation at the forthcoming Annual General Meeting of the Company. Proposals for their reappointment have been included in the Notice of Annual General Meeting for your approval.

During the financial year 2011-2012 Shri Aanad Khot and Shri Sagar Jain, appointed as Non Executive, Independent, Directors of the Company.

Further, Shri Anish Gupta has been appointed as Non Executive, Independent, Additional Director w. e. f. 05.06.2012 and he would vacant his office in ensuing Annual General Meeting of the Company. Proposals for his appointment as Director of the Company has been included in the Notice of Annual General Meeting for your approval. And resignation of Shri Satya Narayan Rathi and Shri Ankit Dinu Bhai Patel have been accepted w. e. f. 05.06.2012 DEPOSITS:

The Company has neither accepted nor invited any deposit from the public and hence directives issued by Reserve Bank of India and the provisions of section 58A and 58AA of the Companies Act, 1956 and rules framed there under are not applicable for the year PARTICULARS OF EMPLOYEES:

Particulars of the employees, pursuant to Section 217 (2A) of the companies Act, 1956 read with the Companies (Particulars of the Employees) Rules 1975 is nil, as none of the employee has received remuneration of Rs. 5.00 Lacs per month or Rs. 60.00 Lacs per year or more.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:

Particulars with respect to conservation of energy, technology absorption pursuant to Section 217 (l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 for the year ended 31st March, 2012 are annexed and form an integral part of this report. Further, Company has not earned any foreign exchange for the year and foreign exchange outgo is NIL.

AUDITORS REPORT:

The observations of Auditors and Notes on Accounts are self-explanatory and needs no comments or explanation.

AUDITORS:

M/s Nahar V. & Company, Chartered Accountants, auditors retiring at the ensuing Annual General Meeting, being eligible offers themselves for re-appointment.

CORPORATE GOVERNANCE

Report on Corporate Governance and Management Discussion and Analysis Report, in terms of Clause 49 of the Listing Agreement are annexed and form part of this Annual Report. A certificate from the Auditors conferment compliance with the conditions of Corporate Governance is also annexed.

EMPLOYEES RELATIONS

Employee relation continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent spirit with which the entire team of the Company worked at all sites and other offices and achieved commendable progress.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on representation received from the operating management and after due enquiry, confirm in respect of the audited financial accounts for the year ended March 31, 2012:

1. That in preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures.

2. That the Directors had, in consultation with the Statutory Auditors, 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 the Company for the year ended March 31, 2012 and the profit and loss Account of the Company for that period..

3. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for and gratitude to the Bankers of the Company for their valuable support and co-operation.

Your directors also wish to place on record their appreciation of the wholehearted and continued support extended by the shareholders and investors, which had always been a source of strength for the Company.

On Behalf of Board

For : DAZZEL CONFINDIVE LIMITED

Date : 16/08/2012 sd/-

Chairman

---

Mar 31, 2011

To The Members of Dazzle Confindive Limited Jaipur

The Directors of your company are pleased to presenting the Directors Report together with the Audited Accounts and Report on Corporate Governance of the Company for the year ended 31st March, 2011.

FINANCIAL RESULTS

(Rs. In lacs)

Year ended Year ended 31.03.2011 31.03.2010

Income from operation 310,325,327 63,036,978

Profit/loss before providing Depreciation and Interest 1,074,395 585,276

Less: Depreciation 223,126 123,400

Interest 49,384 103,027

Profit/loss Before Taxation 801,885 358,849

Less: Provision for Taxation 120,000 100,000

Deferred Tax Liability 56,791 2,233

Profit /Loss after Taxation 625,094 256,616

WORKING PERFORMANCE REVIEW:

During the financial year incomes of the company is increased from Rs 630.37 Lacs to Rs. 3103.25 Lacs and resulting increase in net profit from Rs. 2.57 Lacs to Rs. 6.25 Lacs. Your Directors are confidant and trying hard to increase the profitability during the current financial year with dedicated efforts of the management.

During the Financial Year 2010-2011, Company has issued 89,00,000 convertible warrants of Rs. 10/- each on preferential basis at par, after obtaining in-principal approval for the Bombay Stock Exchange Ltd. And the same has been converted into 89,00,000 Equity Shares of the Company in the month of August 2010.

DIVIDEND:

To conserve the resources of the Company, especially in view of the new project of the Company and to ensure better long term results your Directors are of the opinion to plough back the entire profits and do not recommend dividend.

DIRECTORS:

Shri Satya Narayan Rathi and Shri Sharad Mehta, Directors of the Company would retire by rotation at the forthcoming Annual General Meeting of the Company. Proposals for their reappointment have been included in the Notice of Annual General Meeting for your approval.

During the financial year 2010-2011 Shri Pradeep Gupta and Shri Ankit Dinu Bhai Patel, appointed as Non Executive, Independent, Additional Directors of the Company upto the date of ensuing Annual General Meeting. Proposals for their appointment as Director of the Company have been included in the Notice of Annual General Meeting for your approval.

Further, Shri Anand Khot and Shri Sagar Jain have been appointed as Non Executive, Independent, Additional Director w. e. f. 14.05.2011 and they would vacant their office in ensuing Annual General Meeting of the Company. Proposals for their appointment as Director of the Company have been included in the Notice of Annual General Meeting for your approval. And resignation of Smt. Asha Chhajed has been accepted w.e.f.14.05.2011

DEPOSITS:

The Company has neither accepted nor invited any deposit from the public and hence directives issued by Reserve Bank of India and the provisions of section 58A and 58AA of the Companies Act, 1956 and rules framed there under are not applicable for the year

PARTICULARS OF EMPLOYEES:

Particulars of the employees, pursuant to Section 217 (2A) of the companies Act, 1956 read with the Companies (Particulars of the Employees) Rules 1975 is nil, as none of the employee has received remuneration of Rs. 2.00 Lacs per month or Rs. 24.00 Lacs per year or more.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:

Particulars with respect to conservation of energy, technology absorption pursuant to Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 for the year ended 31st March, 2011 are annexed and form an integral part of this report.

Further, Company has not earned any foreign exchange for the year and foreign exchange outgo is NIL.

AUDITORS REPORT:

The observations of Auditors and Notes on Accounts are self-explanatory and needs no comments or explanation.

AUDITORS:

M/s Nahar V. & Company, Chartered Accountants, auditors retiring at the ensuing Annual General Meeting, being eligible offers themselves for re-appointment.

CORPORATE GOVERNANCE

Report on Corporate Governance and Management Discussion and Analysis Report, in terms of Clause 49 of the Listing Agreement are annexed and form part of this Annual Report. A certificate from the Auditors conferment compliance with the conditions of Corporate Governance is also annexed.

EMPLOYEES RELATIONS

Employees relation continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent spirit with which the entire team of the Company worked at all sites and other offices and achieved commendable progress.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on representation received from the operating management and after due enquiry, confirm in respect of the audited financial accounts for the year ended March 31, 2010:

1. That in preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures.

2. That the Directors had, in consultation with the Statutory Auditors, 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 the Company for the year ended March 31, 2011 and the profit and loss Account of the Company for that period..

3. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for and gratitude to the Bankers of the Company for their valuable support and co-operation.

Your directors also wish to place on record their appreciation of the wholehearted and continued support extended by the shareholders and investors, which had always been a source of strength for the Company.

For & On Behalf of the Board

Dated: 20.08.2011 CHAIRMAN

---

Mar 31, 2010

The Directors of your company are pleased to presenting the Directors Report together with the Audited Accounts and Report on Corporate Governance of the Company for the year ended 31st March, 2010.

1. FINANCIAL RESULTS (Rupees)

Year Ended Year Ended March 31, 2010 March 31, 2009

Income from operation 545.51 2124.02

Income from operation 639.03 545.51 Profit/loss before providing

Depreciation and Interest 5.85 5.67

Less: Depreciation 1.23 1.39

Interest 1.03 1.26

Profit / loss Before Taxation 3.59 3.02

Less: Provision for Taxation 1.00 0.73

Fringe Benefit Tax 0.00 0.19

Deferred Tax Liability 0.02 0.10

Profit / Loss after Taxation 2.57 2.00

WORKING PERFORMANCE REVIEW:

During the financial year incomes of the company is increased from Rs 545.51 Lacs to Rs. 639.03 Lacs and resulting increase in net profit from Rs. 2.00 Lacs to Rs. 2.57 Lacs. Your Directors are confidant and trying hard to increase the profitability during the current financial year with dedicated efforts of the management.

In the month of May2010, Company has issued 89,00,000 convertible warrants of Rs. 10/- each on preferential basis at par, after obtaining in-principal approval for the Bombay Stock Exchange Ltd. Recently, in the month of August 2010 above warrants has been converted into 89,00,000 Equity Shares of the Company.

DIVIDEND:

To conserve the resources of the Company, especially in view of the new project of the Company and to ensure better long term results your Directors are of the opinion to plough back the entire profits and do not recommend dividend.

DIRECTORS:

Shri Dinesh Kumar Gund and Shri Sharad Mehta, the Directors of the Company would retire by rotation at the forthcoming Annual General Meeting of the Company. Proposals for their reappointment have been included in the Notice of Annual General Meeting for your approval.

Further, tenure of Shri S.N. Rathi, Managing Director of the Company is completing on 30.09.2010 at the ensuing Annual General Meeting. He expresses his unwillingness to continue as Managing Director of the Company, but he will continue as Director of the Company. Board appreciate his service and contribution to the Company as a Managing Director.

Board of Directors has recommended appointment of Shri Sunil Agrawal, Director of the Company as Chairman cum Managing Director in place of retiring Managing Director Shri S.N. Rathi. Necessary resolution has been given with notice for approval of members.

DEPOSITS:

The Company has neither accepted nor invited any deposit from the public and hence directives issued by Reserve Bank of India and the provisions of section 58A and 58AA of the Companies Act, 1956 and rules framed there under are not applicable for the year.

PARTICULARS OF EMPLOYEES:

Particulars of the employees, pursuant to Section 217 (2A) of the companies Act, 1956 read with the Companies (Particulars of the Employees) Rules 1975 is nil, as non of the employee has received remuneration of Rs. 2.00 Lacs per month or Rs. 24.00 Lacs per year or more.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:

Particulars with respect to conservation of energy, technology absorption pursuant to Section 217 (l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 for the year ended 31st March, 2008 are annexed and form an integral part of this report.

Further, Company has not earned any foreign exchange for the year and foreign exchange outgo is NIL.

AUDITORS REPORT:

TThe observations of Auditors and Notes on Accounts are self-explanatory and needs no comments or explanation.

AUDITORS:

M/s Nahar V. & Company, Chartered Accountants, auditors retiring at the ensuing Annual General Meeting, being eligible offers themselves for re-appointment

CORPORATE GOVERNANCE

Report on Corporate Governance and Management Discussion and Analysis Report, in terms of Clause 49 of the Listing Agreement are annexed and form part of this Annual Report. A certificate from the Auditors conferment compliance with the conditions of Corporate Governance is also annexed.

EMPLOYEES RELATIONS

Employees relation continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent spirit with which the entire team of the Company worked at all sites and other offices and achieved commendable progress.

DIRECTORS RESPONSIBILITY STATEMENT:

PPursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on representation received from the operating management and after due enquiry, confirm in respect of the audited financial accounts for the year ended March 31, 2010:

1. That in preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures.

2. That the Directors had, in consultation with the Statutory Auditors, 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 the Company for the year ended March 31, 2010 and the profit and loss Account of the Company for that period..

3. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for and gratitude to the Union Bank of India, SSI Branch for their valuable support and co-operation.

Your directors also wish to place on record their appreciation of the wholehearted and continued support extended by the shareholders and investors, which had always been a source of strength for the Company.

By Order of the Board of Directors For DAZZEL CONFINDIVE LIMITED

Sd/- Place : Indore S.N. Rathi

Date : 06/09/2010 Chairman

---

Mar 31, 2003

The Members. Your Directors have pleasure in presenting Eleventh annual report together with audited statement of the account for the year ended March 31. 2003.

FINANCIAL RESULTS

PARTICULARS 2002-03 2001-02

Sales & Other income 4763911 2853795

Profit/(Loss) before tax & Depreciation 75254 68481 49460 46254 Provision for taxation 2000 2000 23794 20227

DIVIDEND

This was the Tenth full year of operation and the company has earned some profits. But the directors do not recommend dividend on equity shares.

OPERATIONAL REVIEW Results for the year under report are showing Net Profit of Rs. 0.24 lacs. Many operations including Information Technology related business such as software development, computer education, portal launching etc. have been streamlined within the company. With the measures put in place for increasing sales growth and margins, barring unforeseen circumstances, the company expects better performance in 2003-04.

NEW BUSINESS-INFORMATION TECHNOLOGY The company has commenced information technology related business such as software development, computer education, portal launching etc after passing a special resolution in the EGM held on 2nd March, 2002. Currently the company is doing well in the field.

PERSONNEL None of the employees has drawn remuneration exceeding the prescribed limit. Hence, the information under sub-section 2(A) of section 217 of the Companies Act. 1956 read with the companies (Particulars of Employees) Rule, 1975 for the year ended 31st March 2002 is nill.

DIRECTORS Smt. Asha Chhajer retires by rotation and being eligible offer herself for reappointment. Shri Sunil Chhajer, Shri Shared Mehta, Shri Anand Singhi, Shri Sachin Jain and Shri Vinod Garg were appointed as additional Directors during the year in accordance with section 260 of Companies Act 1956 as Corporate Governance as per listing agreement with stock exchanges became applicable to the company and it was necessary to broad base the board with independent Directors. Shri Hasti mat Chhajer has resigned as Director of the company during the period

under review. The Company has received separate notices for all above additional Directors u/s 257 of the Companies Act, 1956 for the appointment of Shri Sunil Chhajer, Shri Sharad Mehta, Shri Anand Singhi, Shri Sachin Jain and Shri Vinod Garg as Directors of the Company Al5 Brief Biodata of the above Directors is being submitted with the grounds for inducting them as Directors and how they will be beneficial to the company :

1. Shri Sunil Chhajer, CA PEE I, Accounting Knowledge

2. Shri Sharad Mehta, M.Com., LLB, Experience 14 years in the field of financial services/consultant

3. Shri Anand Singhi, Cost Accountant, Experience of 5 years in cost management

4. Shri Sachin Jain, B.E. Mechanical Experience in Engineering Field

5. Shri Vinod Garg, B.E. Civil Architect, Experience of 14 years in the field of construction

CORPORATE GOVERNANCE

A report on corporate Governance and Auditors Certificate certifying conditions of Corporate governance as stipulated by SEBI in clause 49 of the Listing Agreement has been provided in the Annual Report

AUDITORS

M/s.R.K. Lokwani & Co., Chartered Accountants, Jaipur hold office until the conclusion of the ensuing A.G.W and are recommended for reappointment.

Particulars as required (Disclosure of particular in the report of director) Rule 1988 are as follow:

a. Energy Conservations:- Companys operation are not energy intensive however discipline to switch off lights and machine tools has been maintained.

b. Technology Absorption:-The company has not obtained any foreign technology. The indigenous technology has been adopted and R&D in iow cost housing is in progress.

c. Foreign Exchange earning and outgo - NIL.

INDUSTRIAL RELATIONS

Your company continued to maintain harmonious and cordial relations with its employees working in all its division which enabled it to go achieve credit on all fronts. The Directors wish to place on record services and sincere efforts made by the employees of the company.

ANNEXURE TO THE DIRECTORS REPORT

Directors responsibility statement persuant to the provisions of section 217(2aa) of the companies act 1956 and forming part of the directors report for the year ended 31st March, 03

The statement of the directors responsibility on the annual accounts of the company for the year ended 31 st March 2003 is given below

i. That in preparation of annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departure

ii That the directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31 st March 2003 and of the profit of the company for the year ended 31st March 2003

iii That the directors have taken proper and sufficient care for the maintenance of adequate accounting reports in accordance of the companies act, 1956 in safeguarding the assets of the company and preventing and detecting other irregularities.

iv That they prepare the annual accounts on going concern basis.

Date:Sept. 04, 2003

By Order Of The Board

Sunil Chhajer Director