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Pazel International Ltd.

BSE: 504335 Sector: Others
NSE: N.A. ISIN Code: INE040N01029
BSE LIVE 15:17 | 26 Aug Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 1.30
VOLUME 72547
52-Week high 1.30
52-Week low 0.00
Mkt Cap.(Rs cr) 23
Buy Price 0.00
Buy Qty 0.00
Sell Price 1.30
Sell Qty 80.00
OPEN 1.30
CLOSE 1.36
VOLUME 72547
52-Week high 1.30
52-Week low 0.00
Mkt Cap.(Rs cr) 23
Buy Price 0.00
Buy Qty 0.00
Sell Price 1.30
Sell Qty 80.00

Pazel International Ltd. (PAZELINTL) - Director Report

Company director report


The Members

Rutron International Limited

Your Directors have pleasure in presenting the 34th Annual Report togetherwith the audited statement of accounts for the period ended on 31st March 2015.


(Amount in Rupees)

PARTICULARS 31.03.2015 31.03.2014
Revenue from Operations Nil 2280000
Other Operating Income 15790386 12370570
Profit For The Year Before Taxation 9317581 (9433755)
Tax Expenses
(a) Current Tax 1823309


(b) Deferred Tax -


(c) Tax of Earlier Year -


Profit after tax 7494272 (9433755)


• Revenue from operations was Nil for fiscal year 2015.

• Other operating income stood at Rs. 15790386/- for fiscal year 2015.

• Profit for fiscal year 2015 is Rs. 7494272/-


The Company does not propose to carry any amount to reserves.


The directors do not recommend any dividend for the year under consideration.


The Management Discussion and Analysis Report is enclosed as a part of this report.


Your Company has taken adequate steps to adhere to all the stipulations laid down inClause 49 of the Listing Agreement. A report on Corporate Governance is included as a partof this Annual Report. Certificate from the Statutory Auditors of the company confirmingthe compliance with the conditions of Corporate Governance as stipulated under Clause 49of the Listing Agreement is included as a part of this report.


The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 toBSE Ltd.where the Company’s Shares are listed.


Mr. Deep Bhatia Mr. Hitesh Pandya and Mr. Kailash Todi resigned from the Board w.e.fOctober 1 2014 December 04 2014 and April 15 2015 respectively.

Mr. Omprakash Agrawal and Mr. Mukesh Chouhan were appointed by the board w.e.f.10.10.2014 and 27.03.2015 respectively. All independent directors have given declarationthat they meet the criteria of independence as laid down under section 149(6) of theCompanies Act 2013 and clause 49 of listing agreement.

i. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement a separate exercise was carried out to evaluate the performance of individualDirectors including the Chairman of the Board who were evaluated on parameters such aslevel of engagement and contribution and independence of judgment thereby safeguarding theinterest of the Company. The performance evaluation of the Independent Directors wascarried out by the entire Board. The performance

evaluation of the Chairman and the Non Independent Directors was carried out by theIndependent Directors. The board also carried out annual performance evaluation of theworking of its Audit Nomination and Remuneration as well as Shareholders / InvestorsRelations and Grievance Committee. The Directors expressed their satisfaction with theevaluation process.

ii. Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The remuneration policy as adopted by the company envisages payment ofremuneration according to qualification experience and performance at different levels ofthe organization.

iii. Meetings

During the year Seven Board Meetings and one independent directors’ meeting washeld. The Details of the meetings and attendance thereof have been given in CorporateGovernance Report. The provisions of Companies Act 2013 and listing agreement wereadhered to while considering the time gap between two meetings.

iv. Constitution of Committees

The Board has constituted an Audit Committee Nomination & Remuneration Committeeand a Shareholders / Investors Relations and Grievance Committee the details of whichhave been mentioned in the Corporate Governance Report.


i) Statutory Auditors:

The Auditors M/s. Vishvesh A. Shah & Co. retire at this Annual General Meeting andbeing eligible offer themselves for reappointment.

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 Ms.Binu Singh was appointed as the Secretarial Auditor for the financial year 2014-15. TheSecretarial Audit Report submitted by the Secretarial Auditor is enclosed as a part ofthis report in Annexure A.

iii) Internal Auditor:

M/S PKC & Associates Practicing Chartered Accountant Mumbai performed the dutiesof internal auditors of the company for the year 2014-15 and their report is reviewed bythe audit committee from time to time.


As regards the Company not having appointed the Company Secretary as required undersection 203 of the Companies Act 2013 the Company has made suitable efforts for therecruitment of suitable candidate for the post of Company Secretary.

As regards delay in filing of certain returns/ forms with the Registrar of Companiesthese forms/returns have been hied by making the payment of the additional fee asprescribed by the law.


Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that:

i. That in the preparation of the annual accounts for the financial year ended 31stMarch 2015 the applicable accounting standard had been followed along with properexplanation relating to material departures.

ii. That the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of loss of the Company for the year under review.

iii. That the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provision of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

iv. That the directors had prepared the accounts for the financial year ended 31 stMarch 2015 on a going concern basis.

v. That the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi. That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively


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 Outgoes during the year.


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


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. The details of the related party transactionsare provided elsewhere in this annual report in the Notes to Accounts to the FinancialStatements. Transactions with related parties entered by the Company in the normal courseof business are periodically placed before the Audit Committee for its omnibus approvaland the particulars of contracts entered during the year as per Form AOC 2 is enclosed as AnnexureB. The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 the Rulesthere under and the Listing Agreement. This Policy was considered and approved by theBoard and has been uploaded on the website of the Company at


The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as Annexure C. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.


The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company andDirectors of the Company is furnished hereunder:

Director’s Name Designation Remuneration 2014-15 Remuneration 2013-14 Increase/ Decrease Ratio/Times per Median of employee remuneration
1 Pankaj Kothari Chief Financial Officer 70000** Nil +70000 0.17

** Mr. Pankaj Kothari was appointed as Chief Financial Officer of the Company w.e.fFebruary 12 2015.


The company has been addressing various risks impacting the company and the policy ofthe company on risk management is provided elsewhere in this annual report in ManagementDiscussion and Analysis 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.


A policy has been drafted and approved by the Board in its meeting held on May 282015. A committee namely Local Control Committee has been construed for protection ofwomen against Sexual Harassment at the workplace consisting of the following:

Name of Member Designation
Mrs. Chhaya Soni Chairman
Mrs. Preeti Kothari Member
Mr. Pankaj Kothari Member

The Committee will look after the complaints received from the women employees and willalso work for Safety of Women at workplace.


The Board of Directors of your company have passed the resolution for alteration ofmain object chage in name of the company and other items through postal ballot for whichthe notice of the postal ballot has been sent to all the members of the company videnotice dated 11.7.2015. It is still under process.


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.

DATE: 8th August 2015
Mukesh Chouhan
Chairman & Executive Director

Secretarial Audit Report


The Members


223 llnd Floor Natraj Market

S.V. Road Malad (W) Mumbai-400064


We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by RUTRON INTERNATIONAL LIMITED(hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon. Based on our verification of the company’s bookspapers minute books forms and returns filed and other records maintained by the companyand also the information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit We hereby report that in ouropinion the company has during the audit period covering the financial year ended 31stMarch 2015 complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafter: We have examined the books papersminute books forms and returns filed and other records maintained by the Company for thefinancial year ended on 31st March 2015 according to the provisions of:-

i. The Companies Act 2013 and the rules made there under;

ii. The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade there under;

iii. The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

iv. Listing agreement and Secretrial Standards.

v. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (“SEBI Act”) viz :

a. The Securities and Exchange Board of India (Substantial acquisition of Shares andTakeover) Regulations 2011

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

c. The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

vi. We have relied on the representation made by the company and its officers forsystems and mechanism formed by the company for compliances under other applicable ActsLaws and Regulations as mentioned by the Company in its Management Representation Letter.

We have also examined compliance with the applicable clauses of The Listing Agreementsentered into by the Company with Bombay Stock Exchange Limited.

During the period under review The Company has filed various e-forms with theRegistrar of the Companies within the prescribed time except few e-forms which werehied by the company beyond the prescribed.

During the year under review the company has complied with the provisions of the ActRules Regulations Guidelines etc. mentioned above except that the Company hasnot appointed a Key Managerial Personnel i.e. “Company Secretary” as perprovisions of section 203 of The Companies Act 2013.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the year under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members view if any arecaptured and recorded as part of the minutes. We further report that there are adequatesystems and processes in the Company commensurate with the size and operations of theCompany to monitor and ensure compliance with applicable laws rules regulations andguidelines.

We further report that during the year under report the company has not undertakenevent/action having a major bearing on the company’s affairs in pursuance of theabove referred laws rules regulations guidelines etc. referred to above.

ACS No. 32440
CP No. 13806
Dated : 7th August 2015
Place: Mumbai