Pazel International Ltd.
|BSE: 504335||Sector: Others|
|NSE: N.A.||ISIN Code: INE040N01029|
|BSE 00:00 | 04 Mar||Pazel International Ltd|
|NSE 05:30 | 01 Jan||Pazel International Ltd|
Pazel International Ltd. (PAZELINTL) - Director Report
Company director report
Pazel International Limited (Formerly Rutron International Limited)
Your Directors have pleasure in presenting the 36th Annual Report togetherwith the audited statement of accounts for the period ended on 31st March2017.
During the year the Company has earned revenue from operations of Rs. 63.51 lakhs.However the company has suffered loss of Rs. 11.74 lakhs during the financial year underreview.
The company does not propose to carry any amount to the reserves.
Due to losses the director does not propose any dividend for the financial year2016-17.
There were no changes in share capital of the Company during the period under review.
Your Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposit under Section 73 and 74 of the Companies Act 2013read together with the Companies (Acceptance of Deposits) Rules 2014 was outstanding ason the date of the Balance Sheet.
The Company has no holding or associate company. The company has not entered into jointventure.
The Board in their meeting held on August 19 2016 resolved to close inoperative whollyown subsidiary namely Pazel Global FZE based in Ajman Free Zone of UAE. The said companywas inoperative since its incorporation; hence the Board has decided to wind-up the same.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. The companyhas been addressing various risks impacting the company and the policy of the company onrisk management is provided elsewhere in this annual report in Management Discussion andAnalysis
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.The Company continues to ensure proper and adequate systems and procedures commensuratewith its size and nature of its business.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that:
a) in the preparation of the annual accounts for the financial year ended 31stMarch 2017 the applicable accounting standard had been followed along with properexplanation relating to material departures.
b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for the year under review.
c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provision of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
d) the directors had prepared the accounts for the financial year ended 31stMarch 2017 on a going concern basis.
e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively
BOARD AND BOARD COMMITTEES:
During the year Five Board Meetings were held. The Details of the meetings andattendance thereof have been given in Corporate Governance Report. The provisions ofCompanies Act 2013 listing agreement and secretarial standards were adhered to whileconsidering the time gap between two meetings. A calendar of meeting is prepared andcirculated in advance.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review the changes that occurred in the composition of the Board& key managerial persons are as follows:
a) Mr. Omprakash D Agrawal (Din: 06992044) has been re-appointed as directors liable toretire by rotation.
b) Currently the Company has no CFO & Company Secretary as required under Section203 of Companies Act 2013.
Pursuant to provisions of section 152 of the Companies Act 2013 and subject toArticles of Association Mr. Omprakash Agrawal (DIN: 06992044) Director of the Company isliable to retire by rotation at an ensuing Annual General Meeting and being eligible hasoffered himself for re-appointment.
The Board has recommended for the same. Details about the directors being appointed /re-appointed are given in the Notice of the 36th Annual General Meeting beingsent to the members along with the Annual Report.
None of the Directors are disqualified for being appointed as the Director of theCompany in terms of Section 164 of the Companies Act 2013. The Company has receiveddeclarations from Independent Directors of the Company stating that they have meetcriteria of independence as mentioned under Section 149(6) of the Companies Act 2013.
PERFORMANCE EVALUATION OF THE BOARD COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referredto as Listing Regulations) a separate exercise was carried out to evaluate theperformance of individual Directors including the Chairman of the Board who were evaluatedon parameters such as level of engagement and contribution and independence of judgmentthereby safeguarding the interest of the Company. The performance evaluation of theIndependent Directors was carried out by the entire Board. The performance evaluation ofthe Chairman and the Non Independent Directors was carried out by the IndependentDirectors. The board also carried out annual performance evaluation of the working of itsAudit Nomination and Remuneration as well as Shareholders / Investors Relations andGrievance Committee. The Directors expressed their satisfaction with the evaluationprocess.
The performance of the Board members Committees of the Board and the Board as a wholehas been valuated at the meeting of the Committee of Independent Directors NominationCommittee and the Board of Directors in their meetings held on March 10 2017.
The Board has on the recommendation of the Nomination & Remuneration committeeframed a policy for selection and appointment of Directors Managerial Personnel and theirremuneration. The remuneration policy as adopted by the company envisages payment ofremuneration according to qualification experience and performance at different levels ofthe organization.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
Independent Directors are familiarised with their roles rights and responsibilities inthe company as well as with the nature of industry and business model of the companythrough various internal programmes and through presentations on economy & industryoverview key regulatory developments strategy and performance which are made to theDirectors from time to time.
i) Statutory Auditors:
M/s. Vishvesh A. Shah & Co. Chartered Accountants Ahemdabad (Firm Registrationno. 121356W) retiring Statutory Auditor of the Company shall retire at ensuing AnnualGeneral Meeting. Pursuant to provisions of section 139 of the Companies Act 2013 and asper rule 5 and 6 of the Companies (Audit and Auditors) Rules 2014 the company required toappoint New Statutory Auditor to hold office from the conclusion of 36th AGMtill the conclusion of 41st AGM i.e. for five years.
Audit Committee recommended to appoint M/s. MNNY & Associates CharteredAccountants (ICAI Firm Registration No. 114018W)
as Statutory Auditors of the Company in place of M/s. Vishvesh A. Shah & Co theretiring Statutory Auditors to hold office from the conclusion of 36th AGMtill the conclusion of 41st AGM to be held after this meeting subject toratification at every Annual General Meeting on such remuneration as may be decided by theBoard of Directors in consultation with Audit Committee.
The Auditor has confirmed to the Company that their appointment if made would bewithin the prescribed limits under Section 139 of the Companies Act 2013 and that theyare not disqualified for appointment within the meaning of Section 141(3)(g) of the saidAct.
The Board recommends the members for appointment of M/s. MNNY & Associates at anensuing Annual General Meeting of the Company.
Comments on Auditor's Report:
There are no observations reservations or adverse remarks made by the statutoryauditors in the audit report.
ii) Secretarial Auditor:
According to the provision of section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit Report submitted by Secretarial Auditor M/s. Mihen Halani &Associates Practicing Company Secretaries is enclosed as a part of this report asAnnexure-A.
Comments on Secretarial Auditor's Report:
As regards the Company not having appointed the Company Secretary & CFO as requiredunder section 203 of the Companies Act 2013 the Company has made possible efforts forthe recruitment of suitable candidate for the post of Company Secretary and CFO. Othercomments of the auditor are self-explanatory and the company shall endeavor its best tomake the requisite compliances.
iii) Internal Auditor:
M/s. Chandrakant Matolia Practicing Chartered Accountant Mumbai performed the dutiesof internal auditors of the company for the year 2016-17 and their report is reviewed bythe audit committee from time to time.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Conservation of energy and technology absorption information pursuant to section134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules2014 is not applicable. There is no Foreign Exchange Earnings and Outgo during the year.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
Pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013 aVigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.pazelinternational.com /whistleblower.html
RELATED PARTY TRANSACTIONS:
There were no materially significant related party transactions with the Company'sPromoters Directors Management or their relatives which could have had a potentialconflict with the interests of the Company; hence details are not required to be givenunder AOC-2. The details of the related party transactions are provided elsewhere in thisannual report in the Notes to Accounts to the Financial Statements. Transactions withrelated parties entered by the Company in the normal course of business are periodicallyplaced before the Audit Committee for its omnibus approval. The Board of Directors of theCompany has on the recommendation of the Audit Committee adopted a policy to regulatetransactions between the Company and its Related Parties in compliance with theapplicable provisions of the Companies Act 2013 the Rules there under and the ListingAgreement. This Policy was considered and approved by the Board and has been uploaded onthe website of the Company at
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as Annexure-B.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The provisions of Section 186 of the Companies Act 2013 requiring disclosure in thefinancial statements giving particulars of the loans given investment made or guaranteegiven or security provided and the purpose for which the loan or guarantee or security isproposed to be utilised by the recipient of the loan or guarantee or security is notapplicable to your company since no transactions of such nature has been undertaken orentered into by your company.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:
Disclosures of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided as Annexure C.
During the year under review there are no employees who comes within the purview ofSection 134 (3)(q) of the Companies Act 2013 read with Rule 5(2) & 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2013:
The Company has zero tolerance for sexual harassment at the workplace. A policy hasbeen drafted and approved by the Board in its meeting held on May 28 2015. The Policyaims to provide protection to women employees at the workplace and prevent and redresscomplaints of sexual harassment and for matters connected or incidental thereto with theobjective of providing a safe working environment. A committee namely Local ControlCommittee has been construed for protection of women against Sexual Harassment at theworkplace. During the year no compliant was received.
During the year your Company has not passed any resolution through Postal Ballot.
Pursuant to Regulation 34(3) read with Schedule V of the Listing Regulations aseparate section on Corporate Governance practices followed by Company together with aCertificate from Practicing Chartered Accountant confirming compliance forms an integralpart of this Report. A copy of Certificate issued by Practising Chartered Accountant formspart of this Report.
In terms of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the certification by the Managing Director and ChiefFinancial Officer on the financial statements and Internal Controls relating to financialreporting has been obtained.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report in terms of the provisions of Regulation34 of the SEBI (Listing Regulations and Disclosure Requirements) Regulations 2015(Listing Regulations) is enclosed as a part of this report.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Your Company did not have any funds lying unpaid or unclaimed for a period of Sevenyears. Therefore there were no funds which were required to be transferred to investorEducation and Protection Fund (IEPF).
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review.
a. Issue of equity shares with differential right as to dividend voting or otherwise
b. Issue of Shares (Including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.
c. Neither the Managing Director nor the Whole-time Director of the Company receive anyremuneration or commission.
d. No significant or material order was passed by the regulators or courts or tribunalswhich impact the going concern status and the Company's operation in future.
e. There were no cases filed pursuant to the Sexual Harassment of Women at WorkplacePrevention Prohibition and Redressal) Act 2013.
f. There are no material changes and commitments affecting the financial position ofyour Company which have occurred between the end of the financial year 2016-17 and thedate of this report.
g. The provisions of section 135 regarding Corporate Social Responsibility (CSR) is notapplicable to your company. ACKNOWLEDGMENT:
The Directors wish to thank and deeply acknowledge the cooperation and assistancereceived from the Bankers and shareholders. The Director also wishes to place on recordtheir appreciation of the devoted services of employees of the Company.