You are here » Home » Companies » Company Overview » Bazel International Ltd

Bazel International Ltd.

BSE: 539946 Sector: Financials
NSE: N.A. ISIN Code: INE217E01014
BSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN
PREVIOUS CLOSE
VOLUME
52-Week high
52-Week low
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty
OPEN
CLOSE
VOLUME
52-Week high
52-Week low
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty

Bazel International Ltd. (BAZELINTERNATIO) - Director Report

Company director report

The Members of Bazel International Limited

Your Directors are pleased to present the 34th (Thirty Forth) Annual Reporton the business and operations of the Company together with the Audited FinancialStatements for the financial year ended 31st March 2016.

1. BACKGROUND

The Company is a Non Deposit Accepting Non Banking Finance Company ("NBFC")holding a Certificate of Registration dated 23rd March 2016 (CoR No. B-14.03332obtained in lieu of earlier CoR No. 05.02107 dated 9th May 1998)

2. STATE OF COMPANY’S AFFAIR

With the expected positive momentum in the Indian economy the Company has focused ongrowth and achieving profitability along with a renewed commitment to enhance quality andcustomer service and to reduce costs. Innovations investment and positive modificationsare expected in the near future boosting the Company's revenues. Together with forwardlooking strategy the Company is also focusing extensively on expanding the business andoperational improvements through various strategic projects for operational excellence andcost cutting initiatives.

3. FINANCIAL HIGHLIGHTS

Revenue for the current year is Rs. 54.82 Lac as compared to Rs.6.48 Lac in previousyear the ultimate increase in revenue of the Company is 746%; The Company incurred lossin the current year of Rs. 6.06 Lac as compared to profits in the previous year of Rs.1.90 Lac.

4. FINANCIAL RESULTS

The Company’s financial results are as under:

For The Year Ended
Particulars 31.03.2016 31.03.2015
(In Rs.) (In Rs.)
Revenue from Operations 4735483 648200
Total Revenue 5482133 648200
Total Expenses 6088152 458003
Profit/ (Loss) Before Tax (606019) 190197
Less: Tax Expenses (Current Tax) 11950 43000
Less: Income Tax Adjustment for earlier periods (847) 137628
Profit/(Loss) After Tax (617121) 9569

5. RESERVES & PROVISIONS

A provision of Rs. 163373 at the rate of 0.25% of standard assets has been made forthe financial year 2015-16 as per the requirement of RBI prudential norms applicable onNon-banking financial Companies.

Since the Company incurred loss during the year no amount was transferred to StatutoryReserve Account for the financial year ended 31st March 2016.

6. DIVIDEND/ BONUS

The Directors do not recommend any dividend on Equity Shares for the members of theCompany for the financial year 2015-16 as the Company incurred loss during the year.

However during the year with a view of encouraging the participation of smallshareholders by making equity shares of the Company affordable increasing liquidity ofthe equity shares and to expand the retail shareholders’ base the Company made aBonus issue of 970000 Equity Shares of Rs. 10/- each by capitalising an amount of Rs.9700000 (Rupees Ninety Seven Lac) out of its securities premium account.

7. LOANS GUARANTEES OR INVESTMENTS IN SECURITIES

As per Section 186(11) of the Companies Act 2013 being a Non-Banking FinancialCompany the disclosures required under Section 134(3) (g) of the Companies Act 2013 arenot applicable on the Company.

8. BUSINESS RISK MANAGEMENT

The long-term financial security and success of your Company is built on a robust riskmanagement system. Risk Management is an integral part of the Company’s businessstrategy. The Risk Management oversight structure includes SWOT analysis done by the Boardfrom time to time. The Board reviews compliance with risk management policies monitorsrisk tolerance limits reviews and analyzes risk exposure related to specific issues andprovides oversight of risk across the organization. The Board nurtures a healthy andindependent risk management function to inculcate a strong risk management culture in theCompany.

As part of the Risk Management framework the management of Credit Risk Market RiskOperational Risk and Fraud Risk are placed under the Head-Risk to ensure Integrated RiskManagement for various Risks.

9. INTERNAL CONTROL SYSTEMS

The Company’s internal control system is designed to ensure operationalefficiency protection and conservation of resources accuracy and promptness in financialreporting and compliance with laws and regulations. The internal control system issupported by an internal audit process for reviewing the adequacy and efficacy of theCompany’s internal controls including its systems and processes and compliance withregulations and procedures.

The internal auditor of the Company M/s. Shivesh & Co. Chartered Accountant areentrusted with the responsibility of implementing the internal control system. Thesuggestions/inputs given by the internal auditor are discussed with the Management and arereviewed by the Audit Committee of the Board which also reviews the adequacy andeffectiveness of the internal controls in the Company. The Company’s internal controlsystem is commensurate with the size nature and operations of the Company.

10. VIGIL MECHANISM / WHISTLE BLOWER POLICY

To review the matters relating to fraud risk including corrective and remedial actionsregarding people and processes the Company has formed a vigil mechanism policy inaccordance with the requirement of Section 177 of the Companies Act 2013.

In line with the policy a ‘Whistle Blower’ can raise concerns relating toReportable Matters (as defined in the said policy) such as breach of Company’s Codeof Conduct breach of business integrity intentional financial irregularities suspectedfraud deliberate violation of law corruption employee misconduct illegality health& safety environmental issues and wastage/misappropriation of Company’sfunds/assets etc. However a Whistle Blower can’t use Whistle Blower Policy toreport his/her personal grievances.

As per the policy a ‘Whistle Blower’ can be any Director or employee whomakes a Protected Disclosure and is also referred in the policy as‘complainant’.

The functioning of the Whistle blower/ Vigil Mechanism is reviewed by the AuditCommittee of the Board from time to time. The detailed Policy is also available on thewebsite of the Company (www.bazelinternationallimited.com). Further the mechanism adoptedby the Company encourages the Whistle Blower to report genuine concerns or grievances andprovides for adequate safeguards against victimization of Whistle Blower who avails ofsuch mechanism and also provides for direct access to the Chairman of the Audit Committeeof the Board in exceptional cases.

11. HUMAN RESOURCES

The Company recognizes people as its most valuable asset and it has built an opentransparent and meritocratic culture to nurture this asset. The Company has kept a sharpfocus on Employee Engagement. The Company’s Human Resources is commensurate with thesize nature and operations of the Company.

12. COMPLIANCE

The Company has complied and continues to comply with all the applicable regulationscirculars and guidelines issued by the RBI such as provisioning for Non-Performing Assetsand for standard assets and Creation of Statutory Reserves.

The Company has complied with all applicable provisions of the Companies Act 2013 andthe RBI Act 1934 clauses of Listing Agreement to the extent applicable all theapplicable regulations of SEBI Listing Obligation and Disclosure Requirements) Regulation2015 and all other applicable rules/regulations/guidelines issued from time to time.

13. DEPOSITS

The Company is a non-deposit accepting NBFC registered with RBI and thus your Companyhas neither invited nor accepted any deposits from the public during the financial year2015-16. There is no unclaimed or unpaid deposit lying with the Company.

14. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTED / RESIGNED

DURING THE YEAR

S. No. Name Designation Date of Appointment Change
1. Kamal Khandelwal Director 01st January 2009 Ceased to act as Director of the Company w.e.f. 16th July 2015.
2. Pankaj Dawar Director 19th February 2015 Originally appointed as Additional Director and regularized as non- executive Director w.e.f 28th May 2015.
3. Shweta Dawar Director 31st March 2015 Originally appointed as Additional Director and regularized as non- executive Director w.e.f 28th May 2015.
4. Alok Jain* Director 28th May 2015 Appointed as an Independent Director w.e.f 28th May 2015
5. Manish Kumar Gupta Chief Financial Officer 16th July 2015 Appointed w.e.f 16th July 2015.
6. Rachit Bahl Company Secretary 01st April 2015 Appointed as Company Secretary w.e.f 01st April 2015 and resigned from the post of Company secretary w.e.f 31st December 2015.
7. Priyanka Poonia Company Secretary 06th February 2016 Appointed as the Company Secretary w.e.f 06th February 2016.

*Mr. Alok Jain had resigned from directorship on 6th July 2016 on personalgrounds due to his preoccupation.

15. DECLARATION GIVEN BY INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed undersub-section (6) of Section 149 of the Companies Act 2013.

16. DIRECTOR’S APPOINTMENT AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed and adopted a policy for selection and appointment of Directors Key ManagerialPersonnel Senior Management and their remuneration. The said Policy has been posted onthe Website of the Company.

17. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration Committees.The manner in which the evaluation has been carried out is based on the criteria asspecified by the management of the Company i.e. No. of meetings attended qualitysuggestion accepted by the Board from the individual Director participation of Directorsin Board discussion etc.

18. COMPOSITION COMMITTEES OF THE BOARD AS ON 31st March 2016

a) AUDIT COMMITTEE: The composition of audit committee of the Company is asfollows:

S. No. Name of Member Designation Non-Executive/ Executive/Independent
1. Makhan Singh Kainth Chairman Independent
2. Shweta Dawar Member Non-Executive
3. Alok Jain* Member Independent

The Board has accepted all the recommendations proposed by Audit Committee during thefinancial year.

*Mr. Alok Jain had resigned from directorship on 6th July 2016 on personalgrounds due to his preoccupation.

b) NOMINATION AND REMUNERATION COMMITTEE:

S. No. Name of Member Designation Non-Executive/ Executive/Independent
1. Makhan Singh Kainth Chairman Independent
2. Shweta Dawar Member Non-Executive
3. Alok Jain* Member Independent

*Mr. Alok Jain had resigned from directorship on 6th July 2016 on personalgrounds due to his preoccupation.

c) STAKEHOLDERS RELATIONSHIP COMMITTEE:

S. No. Name of Member Designation Non-Executive/ Executive/Independent
1. Pankaj Dawar Director Non-Executive
2. Shweta Dawar Director Non-Executive
3. Harkesh Kumar Allagh Director Executive

During the year six (6) Audit Committee Meetings; three (3) Nomination and RemunerationCommittee Meetings and one (1) Share Transfer Committee Meetings were convened and held.

19. MEETINGS HELD DURING THE FINANCIAL YEAR 2015-16

No. of Board Meetings held: During the year ten (10) Board of Directors Meetingswere held the details of which are as follows.

Name of the Director Category No. of Meeting held No. of Meetings attended
Pankaj Dawar Non-Executive Director 10 10
Harkesh Kumar Allagh Managing Director 10 8
Independent Director
Kamal Khandelwal* Director 10 (4) 2
Shweta Dawar Non-Executive Director 10 6
Alok Jain* Independent Director 10 (8) 8

*Mr. Alok Jain had resigned from directorship on 6th July 2016 on personalgrounds due to his preoccupation.

*Mr. Kamal Khandelwal ceased to act as the Director of the Company w.e.f. 16thJuly 2015.

The agenda and Notice for the Meetings is prepared and circulated in advance to all theDirectors. The intervening gap between the Meetings was within the period prescribed underthe Companies Act 2013.

No. of Audit Committee Meetings held: During the year six (6) AuditCommittee Meetings were held the details of which are as follows.

Name of the Director Category No. of Meeting held No. of Meetings attended
Makhan Singh Kainth Independent Director 6 6
Shweta Dawar Non-Executive Director 6 6
Alok Jain* Independent Director 6 (4) 4
Kamal Khandelwal* Independent Director 6 (2) 2

*Mr. Alok Jain had resigned from directorship on 6th July 2016 on personalgrounds due to his preoccupation.

*Mr. Kamal Khandelwal ceased to act as the Director of the Company w.e.f. 16thJuly 2015.

No. of Nomination and Remuneration Committee Meetings held: During the year three(3) Nomination and Remuneration Committee Meetings were held the details of which are asfollows.

Name of the Director Category No. of Meeting held No. of Meetings attended
Makhan Singh Kainth Independent Director 3 3
Shweta Dawar Non-Executive Director 3 3
Alok Jain* Independent Director 3 (2) 2
Kamal Khandelwal* Independent Director 3 (1) 1

*Mr. Alok Jain had resigned from directorship on 6th July 2016 on personalgrounds due to his preoccupation.

*Mr. Kamal Khandelwal ceased to act as the Director of the Company w.e.f. 16thJuly 2015.

The intervening gap between the Meeting(s) was within the period prescribed under theCompanies Act 2013.

20. STATUTORY DISCLOSURES

A. DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES2014

i) The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year:

Directors Ratio to median remuneration*
Mr. Makhan Singh Kainth NIL
Mr. Harkesh Kumar Allagh NIL
Mr. Kamal Khandelwal NIL
Mr. Pankaj Dawar NIL
Ms. Shweta Dawar NIL
Mr. Alok Jain* NIL

*Mr. Alok Jain had resigned from directorship on July 6 2016 on personal grounds dueto his preoccupation.

Directors do not receive any remuneration sitting fees or commission from theCompany.

i) As there is no remuneration being paid to the Directors of the Company in thefinancial year 2015-16 therefore there is no percentage increase in remuneration of anyDirector.

ii) The total increase in median remuneration of the employees in current year is 30%as compared to the median remuneration paid to the employees in the previous year.

iii) As on 31st March 2016 the number of permanent employees on the rollsof Company: 05

iv) Average percentile increase already made in the salaries of employees other thanmanagerial personnel in the last financial year cannot be compared with the percentileincrease in the managerial remuneration as the managerial personnel were not paid anysalary in the last financial year.

v) The Company affirms that remuneration given (if any) is as per the remunerationpolicy of the Company.

B. DISCLOSURE UNDER RULE 5 (2) & (3) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION) RULES 2014.

No Directors/employees of the Company was in receipt of amount exceeding a salary ofRs. 850000/- per month or more when employed for a part of the financial year and Rs.10200000/- per annum or more when employed for whole of the year under the provisionsof Rule 5 (2) & (3) of The Companies (Appointment And Remuneration) Rules 2014 asamended from time to time.

C. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of the activities carried out by the Company Section 134(3) (m)of the Companies Act 2013 read with Companies (Accounts) Rules 2014 relating toconservation of energy and technology absorption are not applicable to the Company.During the year under review the Company had no earnings and expenditure in foreignexchange.

D. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188(1)

The Company has not executed any Contract or arrangement with related parties’ u/s188(1).

E. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.

F. DIRECTORS RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms ofSection 134(3) (c) of the Companies Act 2013:

a.) that in the preparation of the annual financial statements for the year ended 31stMarch 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures;

b.) that accounting policies as mentioned in the Notes to the Financial Statements havebeen selected and applied consistently and judgement and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2016 and of the profit of the Company for the yearended on that date;

c.) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d.) that the annual financial statements have been prepared on a going concern basis;

e.) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

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

21. MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR:

A. The Company has increased its authorized share capital from Rs.10000000/- (RupeesOne Crore Only) to Rs.15000000/- (Rupees One Crore Fifty Lakhs) in its last AnnualGeneral Meeting held on 28th May 2015.

B. The Company has allotted 970000 equity shares of Rs. 10/- each as bonus shares on15th June 2015 to its existing shareholders in the ratio of 2:1 and the samewere admitted for dealing at the Calcutta Stock Exchange Limited with effect from 17thSeptember 2015.

C. The Company has shifted its Registered Office from the State of West Bengal (138Beliaghata Road Kolkata Narkeldanga West Bengal-700 015) to the NCT of Delhi (C-1191st Floor Lajpat Nagar-II New Delhi-110 024) and the Company obtained fresh Certificateof Incorporation issued by The Registrar of Companies New Delhi dated 1stFebruary 2016.

D. Pursuant to change in the Registered Office of the Company from one state toanother the jurisdiction of RBI has been changed from Kolkata to New Delhi; consequentlythe Company has been granted fresh Certificate of Registration issued by RBI New Delhidated 23rd March 2016.

E. The Company obtained connectivity of from National Securities Depository Limited;for the purpose of dematerialization of equity shares.

F. The Company has acquired more than 50% equity shares of M/s Jainsons RugsInternational Private Limited resulting into its formation as Subsidiary of the Company.

22. MATERIAL CHANGES & COMMITMENTS FROM DATE OF BALANCE SHEET TO THE DATE OFREPORT:

A. The Company has acquired 100 % shares of M/s Nakkash Probuild Private Limited("Nakkash") consequent to which Nakkash has become wholly owned subsidiary ofthe Company w.e.f. 15th June 2016.

B. The Company has applied to the BSE Ltd. under Direct Listing route for listing ofshares on BSE platform and obtained listing and trading approval from the Exchange dated23rd June 2016 effective from 27th June 2016.

BSE (formerly known as Bombay Stock Exchange Ltd.) is Asia's first & the FastestStock Exchange in world with the speed of 6 micro seconds and one of India's leadingexchange groups. Over the past 140 years BSE has facilitated the growth of the Indiancorporate sector by providing it an efficient capital-raising platform. It also has aplatform for trading in equities of small-and-medium enterprises (SME). More than 5500companies are listed on BSE making it world's No. 1 exchange in terms of listed members.It is also one of the world's leading exchanges (5th largest in September 2015) for Indexoptions trading.

CHANGE IN THE NATURE OF BUSINESS:

There were no changes in the nature of business of the Company during the financialyear 2015-16.

23. SUBSIDIARY COMPANY

As on 31st March 2016 the Company has only one Subsidiary M/s JainsonsRugs International Limited. Salient features of the financial statements in the prescribedform AOC-1 is annexed to this report as "ANNEXURE-1".

24. CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129 of the Companies Act 2013 M/s Bazel International Limited("Company") has prepared a consolidated financial statement of the Company andalso of its Subsidiary M/s Jainsons Rugs International Limited in the same form andmanner as that of the Company which shall be laid before the ensuing 34thAnnual General Meeting of the Company along with the laying of the Company’sFinancial Statement under sub-section (2) of Section 129 i.e. Standalone FinancialStatement of the Company.

Further pursuant to the provisions of Accounting Standard (‘AS’) 21Consolidated Financial Statements notified under section 133 of the Companies Act 2013read together with Rule 7 of the Companies (Accounts) Rules 2014 issued by the Ministryof Corporate Affairs the Consolidated Financial Statements of the Company along with itssubsidiary for the year ended 31st March 2016 form part of this Annual Report.

25. STATUTORY AUDITORS

M/s Krishan Rakesh & Co. Chartered Accountants (FRN: 009088N) areproposed to be appointed as Statutory Auditors of the Company in place of M/s NishchayKhandelwal & Company Chartered Accountants who have shown their unwillingness tocontinue as the Statutory Auditors of the Company due to some preoccupancy.

The proposed statutory auditors have confirmed their eligibility under Section 141 ofthe Companies Act 2013 and the Rules framed thereunder for being appointed as theStatutory Auditors of the Company.

26. STATUTORY AUDITORS’ REPORT

The observation made by the Auditors are self – explanatory and do not require anyfurther clarifications.

27. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Saloni Nagpal practicing Company Secretary in the meeting of Board ofDirectors held on 30th May 2016 to undertake the Secretarial Audit of theCompany for the Financial Year 2015-16. The Secretarial Audit Report in Form MR-3is annexed herewith as "ANNEXURE-2".

28. SECRETARIAL AUDITOR’S REPORT

Secretarial Auditor’s observations are self-explanatory and do not require anyclarification from the Board.

29. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT- 9is annexed herewith as "ANNEXURE-3".

30. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT 2013

There were no complaints reported under the Prevention of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)Rules 2014 is not applicable as Company is not covered under the criteria mentioned inSection 135(1) of Companies Act 2013.

32. CORPORATE GOVERNANCE

Disclosure related to corporate governance during the financial year 2015-16 underRegulations 17 to 27 and Regulation 46 of the SEBI (Listing Regulations and DisclosureObligations Requirements) Regulations 2015 are not applicable on the Company.

33. ACKNOWLEDGMENT

The Directors gratefully acknowledge all stakeholders of the Company viz. financialinstitutions Government Authorities customers members dealers vendors banks andother business partners for the excellent support received from them during the year. TheDirectors placed on record their sincere appreciation to all employees executives staffand workers of the Company for their unstinted commitment and continued contribution tothe Company.

For Bazel International Ltd.
Sd/- Sd/-
Harkesh Kumar Allagh Pankaj Dawar
(Managing Director) (Director)
DIN: 01230544 DIN: 06479649
Place: New Delhi Address: C-119 1st Floor Address: C-119 1st Floor
Date: 8th August 2016 Lajpat Nagar-II New Delhi-110 024 Lajpat Nagar-II New Delhi- 110 024

ANNEXURE- 1

AOC-1

{Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014} Statement containing salient features of the financialstatement of subsidiaries/associate companies/joint ventures Part "A":Subsidiaries

Sl. No Particulars Details (Amount in Rs.)
1. Name of Subsidiary Jainsons Rugs International Private Limited
2. Reporting period for the subsidiary concerned Financial Year 2015-16
3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries. N.A
4. Share capital 15460000
5. Reserves & surplus 91220
6. Total assets 19299974
7. Total Liabilities 19299974
8. Turnover 899850
9. Profit before taxation 137299
10. Provision for taxation -
11. Profit after taxation 77469
12. Proposed Dividend -
13. % of shareholding 71.28 %
14. Names of subsidiaries which are yet to commence operations N.A
15. Names of subsidiaries which have been liquidated or sold during the year. -

Note: The Company doesn’t have any Associate Company and Joint Venture as on31st March 2016.

For Bazel International Limited
Sd/- Sd/-
Harkesh Kumar Allagh Pankaj Dawar
(Managing Director) (Director)
DIN: 01230544 DIN: 06479649
Address: C-119 1st Floor Lajpat Address: C-119 1st Floor Lajpat
Nagar-II New Delhi-110024 Nagar-II New Delhi- 110024