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

Bazel International Ltd.

BSE: 539946 Sector: Financials
NSE: N.A. ISIN Code: INE217E01014
BSE 00:00 | 05 Sep Bazel International Ltd
NSE 05:30 | 01 Jan Bazel International Ltd
OPEN 11.11
PREVIOUS CLOSE 11.11
VOLUME 100
52-Week high 11.11
52-Week low 0.00
P/E 158.71
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 11.11
CLOSE 11.11
VOLUME 100
52-Week high 11.11
52-Week low 0.00
P/E 158.71
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bazel International Ltd. (BAZELINTERNATIO) - Director Report

Company director report

TO THE MEMBERS OF BAZEL INTERNATIONAL LTD.

Your Directors have pleasure in presenting the 38thAnnual Report of BazelInternational Ltd. ("the Company") together with the Audited FinancialStatements and Accounts for the Financial Year ended 31stMarch 2020.

BACKGROUND

The Company is engaged as a (Non Deposit Accepting) Non- Banking Finance Company("NBFC") holding Certificate of Registration (COR No. B-14.03332) from theReserve Bank of India ("RBI") dated 23rdMarch 2016.

1. STATE OF COMPANY AFFAIRS

The company has sustained its commitment to the highest level of quality best in classservice management security practices and mature business continuity processes that havecollectively helped achieve significant milestones during the year. With the expectedpositive momentum in the Indian economy the Company is focused on growth and achievingprofitability along with a renewed commitment to enhance quality and customer service andto reduce costs. Innovations investment and positive modifications are expected in thenear future boosting the Company's revenues. Together with forward looking strategy theCompany is also focusing extensively on expanding the business and operationalimprovements through various strategic projects for operational excellence and costcutting initiatives.

2. STANDALONE FINANCIAL RESULTS

The financial performance of the Company for the financial year ended 31*March 2020 issummarized below:-

Particulars

Amount (Rs.) As at 31March 2020

Amount (Rs.) As at 31sMarch 2019

Total Income

25119145

7879276

Less: Total Expenditure

15556654.90

8184425.72

Profit before Exceptional and Extraordinary items & tax

9562490.10

(305149.72)

Less: Extraordinary & Prior period items

-

-

Profit before tax

9562490.10

(305149.72)

Less: Tax Expenses:(l)Current tax
Current Year

(1799618.00)

0.00
Earlier year

(1026828.24)

(10000.00)
(2) Deferred tax
Current Year MAT

0.00

0.00
Credit Entitlement

(104082.00)

0.00
Profit after tax

6631961.86

(315149.72)
Earning Per Share
[1] Basic

4.56

(0.22)
(2] Diluted

4.56

(0.22)

3. OPERATIONAL PERFORMANCE

During the period the Company achieved a revenue of Rs. 25119145 for the year ended31*March 2020 as against Rs. 7879276 for the previous year ended 31*March 2019. TheCompany has earned Profit of Rs. 6631961.86/- during the year ended 31*March 2020 asagainst a loss of Rs. (3l5149.72)in the previous year ended 31March 2019.

4. RESERVES & PROVISIONS

Further during the period under review the Company has transferred Rs. 2683800.00/-to Statutory Reserve Account of the Company.

5. IMPACT OF COVID-19

In the light of the COVID-19 epidemic which has been declared a pandemic the Companyhas been taking precautionary measures to protect the business and employees. Criticalresponse teams have been setup across the organization to plan scenarios and respond in anagile manner to rapidly changing situation. To ensure the safety and well-being of theemployees all recommended precautions against COVID-19 have been taken which includeswork from home policy for eligible employees restrictions on travel minimizing contactsin public health advisory to employees following State and Central government directivesissued in this regard from time to time.

6. DIVIDEND

In view of the ongoing COVID-19 pandemic the board decided to invest the profits inother avenues not to propose any dividend for the relevant Financial Year ending on 31stMarch 2020.

7. LISTING OF SECURITIES

The Equity shares of the Company are presently listed on BSE Ltd. and the CalcuttaStock Exchange of India Limited (CSE). The Annual listing fees for the year 2019-20 havebeen duly paid to both the Stock Exchanges.

8. DETAILS OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any Subsidiary.

Further the Company does not have any associates and joint venture companies. Thedisclosure of particulars with respect to information related to performance and financialposition of joint ventures or associate Companies subject to rule 8(1) and 8(5)(iv) ofCompanies (Accounts) Rules 2014 is not applicable.

9. BRANCHES OF THE COMPANY

During the period under review the Company doesn't have any branch office.

10. PUBLIC DEPOSIT

As the Company is a Non-Banking Financial Company the provisions of Chapter V of theCompanies Act 2013 are not applicable on the Company.

11. EXTRACT OF ANNUAL RETURN

In compliance with the Section 134(3) of the Companies Act 2013 read with Rule 12 ofCompanies (Accounts) Rules 2014 the Extract of Annual Return in form MGT-9 is attachedas Annexure-I as a part of the Report.

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

The particulars of every contract or arrangements entered into by the Company if anywith related parties referred to in sub-section (1) of section 188 of the Companies Act2013 including certain arm's length transactions under third proviso thereto are disclosedin Form AOC -2 as Annexure -II.

13. CHANGE IN THE NATURE OF BUSINESS

There has been no change in nature of business during the financial year under review.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED DURING THE YEAR

LIST OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AS ON 31 - MARCH 2020

S. No. Name Designation Date of Appointment
1. Pankaj Dawar Managing Director 19/02/2015
2. Shweta Dawar Non-Executive Director 31/03/2015
3. Makhan Singh Kainth Independent Director 01/01/2009
4. Manish Kumar Gupta Chief Financial Officer 16/07/2015
5. Sonam Minocha Director 20/11/2019
6. PreetiPuri Company Secretary and Compliance Officer 24/12/2019

Pursuant to the provisions of the Companies Act 2013 and the Company's Articles ofAssociation Ms. Shweta Dawar Director who retires by rotation and being eligibleoffers herself for re-appointment.

During the period under review the following changes occurred in the Position ofDirectors/ KMPs of the Company.

S. No. Name Designation Change
1. Pooja Chugh Director Resigned from the post of Director w.e.f. 20>h November 2019
2. Chandni Arora

Company Secretary and Compliance Officer

Appointment at the post of Company Secretary and Compliance Officer w.e.f. 05>h August 2019
Resignation from the post of Company Secretary and Compliance Officer w.e.f. 20>h November 2019
3. PreetiPuri Company Secretary and Compliance Officer Appointed as Company Secretary w.e.f. 24th December 2019
4. Sonam Minocha Director Appointed as the Additional Non-executive Director w.e.f. 20>h November 2019
5. Vikramjit Singh Independent Director Resigned from the post of Independent Director w.e.f. 27>h February 2020
6. Gagan Deep Gupta Company Secretary and Compliance Officer Resigned from the post of Company Secretary and Compliance Officer w.e.f. 19>hJuly 2019

15. MEETINGS HELD DURING THE FINANCIAL YEAR 2019-20

The Agenda and Notice of the Meetings were circulated well in advance to the respectiveDirectors. During the year under review 13(Thirteen) Board Meetings 6 (Six) AuditCommittee Meetings 4 (Four) Nomination and Remuneration Committee Meetings 1 (One)Independent Director's Committee Meeting 1 (One) Risk Management Committee Meeting 1(One) Stakeholder Relationship Committee Meeting 1 (One) Internal Complaint CommitteeMeeting (NIL) Share Transfer Meeting and (NIL) Finance & Investment Committee Meetingwere convened and held. The board meetings were held on (DD/MM/YYYY) 10/05/201905/07/201919/07/201905/08/2019

13/08/201931/08/201914/10/201913/11/2019 20/11/2019 01/01/2020

06/01/202012/02/2020 27/02/2020. The intervening gap between the meetings was withinthe period prescribed under the Companies Act 2013 i.e. the maximum interval between anytwo meetings did not exceed 120 days.

16. DETAILS OF COMPOSITION AND MEETINGS OF COMMITTEES OF THE BOARD

a. Audit Committee

In compliance with the provisions of Section 177 of the Companies Act 2013 theprimary objective of the Audit Committee is to monitor and provide an effectivesupervision of the Management's financial reporting process to ensure accurate and timelydisclosures with the highest levels of transparency integrity and quality of financialreporting.

The constitution of the Audit Committee is as follows:

1. Mr. Makhan Singh Kainth(Chairman)
2. Mr. VikramjitSingh(Member)
3. Ms. Shweta Dawar(Member)

No. of Meetings held: During the year six (6) Audit Committee Meetings were heldthe 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
Vikramjit Singh** Independent Director 6 6

** Vikramjit Singh has resigned from the post of Independent Director of the Companyw.e.f 27>hFebruary 2020.

The Board has accepted all the recommendations proposed by the Audit Committee duringthe Financial Year.

b. Nomination and Remuneration Committee

In compliance with provisions of 178(1) of the Companies Act 2013 the purpose of theCommittee is to screen and review individuals qualified to serve as executive directorsnon-executive directors and independent directors and to review their remunerationconsistent with criteria approved by the Board and to recommend for approval by theBoard. The composition of Nomination and Remuneration Committee of the Company is asfollows:

1. Mr. Makhan Singh Kainth(Chairman)

2. Mr. VikramjitSingh(Member)**

3. Ms. ShwetaDawar(Member)

No. of Nomination and Remuneration Committee Meetings held: During the year Four(4) 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 4 4
ShwetaDawar Non-Executive Director 4 4
Vikramjit Singh** Independent Director 4 0

* Vikramjit Singh has resigned from the post of Independent Director of the Companyw.e.f 27>hFebruary 2020.

c. Stakeholders Relationship Committee

In compliance with section 178 of the Companies Act 2013 the Company has StakeholdersRelationship Committee to consider and resolve the grievances of security holders of theCompany.

The Stakeholders Relationship committee comprises of the following members:

1. Mr. Pankaj Dawar(Chairman)
2. Ms. Pooja Chugh(Member)**
3. Ms. Shweta Dawar(Member)

Only 1 meeting of Stakeholders Relationship Committee was held during the year and allthe members of the committee have attended the same.

Name of the Director Category No. of Meeting held No. of Meetings attended
Pankaj Dawar Non-Executive Director 1 1
Shweta Dawar Non-Executive Director 1 1
Pooja Chugh** Director 1 1

*Ms. Pooja Chugh resigned from the post of Director with effect from 20thNovember2019

d. Risk Management Committee

The Board of Directors has framed a Risk Management Committee to frame implement andmonitor the risk management of the Company. The Committee is responsible for reviewing therisk management plan and ensuring its effectiveness. The risk management committee hasadditional oversight in the area of financial risk and controls. Major risks identified bythe businesses and functions are systematically addressed through mitigating actions oncontinuing basis.

The Risk Management committee comprises of the following members:

1. Mr. Pankaj Dawar(Chairman)

2. Ms. Pooja Chugh(Member)

3. Ms. Shweta Dawar(Member)

Only 1 meeting of Risk management Committee was held during the year and all themembers of the committee have attended the same.

Name of the Director Category No.of Meeting held No.of Meetings attended
Pankaj Dawar Non Executive Director 1 1
Shweta Dawar Non Executive Director 1 1
Pooja Chugh** Director 1 1

* Ms. Pooja Chugh resigned from the post of Director with effect from 20>hNovember2019.

17. DECLARATION BY INDEPENDENT DIRECTOR

The Independent Directors have submitted their declarations of independence asrequired pursuant to provisions of section 149(7) of the Act stating that they meet thecriteria of independence as provided in subsection (6) and Regulation 25 of ListingRegulations.

18. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In terms of Regulation 25(7) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company familiarizes the Directors about their roleand responsibility at the time of their appointment through a formal letter ofappointment. Presentations are regularly made at the meetings of the Board and its variousCommittees on the relevant subjects. The details of programs for familiarization ofIndependent Directors can be accessed on the Company website.

19. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act 2013 the Directorshereby confirm that:

1. in the preparation of annual accounts for the financial year ended 31*March 2020the applicable Accounting Standards have been followed along with proper explanationrelating to material departures;

2. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Companies as at 3T>March 2020 and of theprofit of the Company for the period ended on that date;

3. the Directors have taken proper and sufficient care 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;

4. the Directors have prepared the annual accounts on a going concern basis;

5. the Directors have laid down proper internal financial controls to be followed bythe Company and such internal financial control are adequate and operating effectively;and the Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and such systems are adequate and operating effectively.

20. CORPORATE GOVERNANCE REPORT

As per Regulation 15 of the SEBI (Listing Regulations and Disclosure ObligationsRequirements) Regulations 2015 the provisions of Chapter IV of the said ListingRegulations 2015 the Compliance with the corporate governance provisions as specified inRegulations 17 18 19 20 21 22 23 24 25 26 27 and clauses (b) to (i) ofsub-regulation (2) of Regulation 46 and para C D and E of Schedule V shall not bemandatory for the time being in respect of the following class of companies:

The listed entity having Paid-up Equity Share Capital not exceeding Rs. 10 Crore andNet Worth not exceeding Rs. 25 Crore as on the last day of the previous financial yearand the Listed Entity which has listed its specified securities on the SME Exchange.

Since it is neither listed exclusively on the SME Exchange nor its paid-up sharecapital and net-worth exceeds the prescribed threshold limits so Regulations 17 to 27 andRegulation 46 are not applicable on the Company.

21. PERFORMANCE EVALUATION OF THE BOARD

SEBI (Listing Obligations and Disclosure Requirement) Regulation 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The framework includesthe evaluation of Director on various parameters such as:

• Board dynamics and relationship

• Information flows

• Decision-making

• Relationship with stakeholders

• Company performance and strategy

• Tracking Board and committees effectiveness

• Peer 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 Committee Nomination & RemunerationCommittee Share Transfer Committee and Finance and Investment Committee.

In respect of the above mentioned Evaluation framework a structured questionnaire wasprepared after taking into consideration of the various aspects of the Board & itsCommittees execution and performance of specific roles duties obligations andgovernance. The performance evaluation of Committees Executive Directors Non-ExecutiveDirectors and Independent Directors was completed.

The Performance evaluation of the Chairman Non-Executive Directors & Board as awhole was carried out by the Independent Directors. The Board of Directors expressed theirsatisfaction with the evaluation process carried out their own performance evaluation tooknown as "Self Assessment".

22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013

Pursuant to Section 186(11) of the Companies Act 2013 disclosure under Section134(3)(g) of the Companies Act 2013 is not applicable on the Company.

23. ORDERS PASSED BY THE REGULATORS OR COURTS IF ANY

No significant and material orders were passed by the Regulators Courts or Tribunalsimpacting the going concern status and Company's Operation in future.

24. PARTICULARS OF EMPLOYEES

In Compliance with Section 197(12) of the Companies Act 2013 read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the detailsof the remuneration of Directors Key Managerial Personnel and Employees find hereinbelow:

A. DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014

The Ratio of remuneration of each Director to the median remuneration of the employeesof the Company for the financial year 2019-20:

Directors Ratio to median remuneration*
Mr. Pankaj Dawar NIL
Ms. Shweta Dawar NIL
Ms. Pooja Chugh** NIL

*Note: None of the Director receives any remuneration from the Company.

(i) . the percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive

Officer Company Secretary or Manager if any in the financial year-Nil

(ii) . the percentage increase in the median remuneration of employees in the financialyear: Nil

(iii) . As of 31stMarch 2020 total no. of permanent employees on the rollof the Company:7

(iv) . Average percentile increase already made in the salaries of employees other thanmanagerial

personnel in the last financial year cannot be compared with the percentile increase inthe managerial remuneration as the managerial personnel were not paid any salary in thelast financial year.

(i) the key parameters for any variable component of remuneration availed by thedirectors; - Nil

(vi). The Company affirms that remuneration given to employees is as per theremuneration policy of the Company.

B. DISCLOSURE UNDER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT AND REMUNERATIONOF MANAGERIAL PERSONNEL) RULES 2014

The Details of top ten employees in terms of remuneration drawn are attached in thisBoard's Report as Annexure-III.

Further no Director / employee of the Company was in receipt of amount exceeding asalary of Rs. 850000/- per month or more when employed for a part of the financial yearand Rs. 10200000/- per annum or more when employed for whole of the year under theprovision of Rule 5 (2) & (3) Of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended from time to time.

25. HUMAN RESOURCES

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

26. STATUTORY AUDITORS

M/s. Krishan Rakesh & Co. Chartered Accountants (FRN: 009088N) had been appointedas theStatutory Auditors of the Company from the conclusion of the 34th AnnualGeneral Meeting (‘AGM') held on 10thSeptember 2016 for a term of fiveyears ending March 31 2021 subject to ratification oftheir appointment at every AGM.However pursuant to the Companies (Amendment) Act 2017 which was notified on 7th May2018 the provision related to ratification of appointment of auditors by Members ateveryAGM has been done away with.

27. STATUTORY AUDITORS' REPORT

There are no qualifications reservations or adverse remarks made in the StatutoryAuditors' Report.The observation made by the Auditors are self - explanatory and do notrequire any further clarifications under Section 134(3)(f).

The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company in the year under review.

28. 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 M/s. Sonal Jain & Associates Practicing Company Secretary to undertake theSecretarial Audit of the Company for the Financial Year 2019-20.

29. SECRETARIAL AUDITORS' REPORT

The Report of the Secretarial Auditor in Form MR-3 is annexed herewith as "AnnexureIV" which forms part of the Board Report. The remarks made by the Auditoralong with the clarifications by the Board are mentioned herein:

REMARKS COMPANY'S CLARIFICATIONS
As per regulation 14 of SEBI (LODR) Regulation 2015 the company has made the payment of Stock Exchange Fee for the Financial year 2019-2020 in the month of July 2019 i.e after due date as specified under the regulation. Due to unavoidable circumstances there was a delay in making the payment to the stock exchange. However this would be taken care in near future
As per information provided by the Company and the documents produced before us the Company has given the intimation for closure of the trading window as per clause 4 of Schedule B of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015 on 15th October2019 for quarter ended 30th September 2019. Although the Company has closed the trading window w.e.f. 1st October 2019 till 48 hours after declaration of financial results of the company for the quarter ended 30th September 2019 This was an inadvertent mistake made by the Company and shall take care that this should not be repeated in the near future
As per Regulation 31 of SEBI (LODR) Regulation2015 the last date for submission of Shareholding Pattern for quarter ended 31.03.2020 was 21.04.2020 but the same was extended till 15.05.2020 by SEBI vide circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/38. However the same was filed with the stock exchange on 02.06.2020 due to covid 19 pandemic lockdown scenario Due to lockdown scenario shut down of the Company's operations nonavailability of the staff lack of complete data and the related information the same could not be submitted to stock exchange within time. The board assures not to repeat this again.
The last date for submission of certificate from Practicing Company Secretary under Regulation 40(9) of SEBI (LODR) Regulation2015 for quarter ended 31.03.2020 was 30.04.2020 but due to covid-19 the SEBI vide its circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/48 has extended the date of submission till 31.05.2020. However the same was submitted to stock exchange on 04.06.2020 as data was received from RTA on 03.06.2020 due to lockdown under covid 19 pandemic situation. The company was continuously coordinating with the RTA for the data but due to lockdown scenario in the whole country and slowdown in the operations of the entities the same was received on 03.06.2020 and therefore the same was submitted to stock exchange on 04.06.2020

30. CORPORATE POLICY

We seek to promote and follow the highest level of ethical standards in our businesstransactions. The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015mandated the formulation of certain policies for all listed companies. All the policiesare available on the website of the Company.

The Policies are reviewed periodically by the Board and updated on the basis of needand new Compliance.

The Key Policies are as follows:

Name of the Policy Brief Description
Vigil Mechanism / Whistle Blower Policy This policy has been established with a view to provide a tool to Directors and Employees of the Company to report to Management genuine concerns including unethical behavior actual or suspected fraud or violation of the code or the policy. The Policy also provides for adequate safeguards against victimization of Director(s)/Employee(s) who avail of the mechanism and also provides for direct access to the chairman of the Audit Committee in exceptional cases.
Risk Management Policy This Policy represents the basic standards of Risk Assessment to be followed by the Company. Changes in the Policy will become effective upon approval by the Board of Directors of the Company. All relevant employees must be thoroughly familiar or made familiar with it and make use of the material contained in this Policy.
Nomination and Remuneration Policy The Board has on the recommendation of Nomination and Remuneration Committee framed and adopted a policy for selection and appointment of Directors Key Managerial Personnel Senior Management and their remuneration.
Policy for determining materiality of event or Information The Objective of this policy is to outline the guidelines to be followed by the Company for consistent transparent and timely public disclosures of material information events/information and to ensure that such information is adequately disseminated to the stock Exchange(s) where the securities of the Company are listed in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.
Policy of Preservation of Records This policy sets the Standards for classifying managing and storing the records of the Company. The Purpose of this policy is to establish framework for effective records Management and the process for Subsequent archival of such records.
KYC and AML Policies This policy is made to prevent criminal elements from using Company for money laundering activities and to enable the Company to know/ understand its customers and their financial dealings better which in turn would help the Company to manage risks prudently.
Sexual Harassment Policy As required under the Sexual Harassment of women at Workplace (Prevention Prohibition and Redressal) Act 2013 the Company has policy on prevention of Sexual harassment of women at workplace and matters connected therewith. During the year no case of Sexual Harassment was reported pursuant to said Act and Policy.
Other policies Policies like: Policy For Determining Material Subsidiaries Insider Trading Prohibition Code
Pursuant to SEBI (PIT) Regulations 2015 Policy On Related Party Transaction(S) Policy on Familiarization of Independent Directors Fair Practice Code are prepared by the Company and followed in its true letter and spirit.

31. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT 2013

The Board confirms that no complaints/ cases has been filed / pending with the Companyunder the Prevention of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 during the financial year2019-20.

32. DISCLOSURE ABOUT COST AUDIT

As per the Cost Audit Orders Cost Audit is not applicable to the Company for theFinancial Year 201920.

33. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

34. EMPLOYEE STOCK OPTIONS DETAILS

During the year under review the Company has no Employee's Stock Options schemes.

35. MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis forms part of this Annual Report for the yearended

31stMarch 2020 and is attached as Annexure-V of this AnnualReport for the reference of the stakeholder.

36. INTERNAL CONTROL SYSTEM

The Company has in place an established internal control system designed to ensureproper recording of financial and operational information and compliance of variousinternal control and other regulatory and statutory compliances. Internal Audit has beenconducted throughout the organization by qualified outside Internal Auditors. Findings ofthe Internal Audit Report are reviewed by the top management and by the Audit Committeeinvariably and proper follow up actions are ensured wherever require. The StatutoryAuditors have evaluated the system of Internal Controls of the

Company and have reported that the same are adequate and commensurate with the size ofthe Company and nature of its business.

37. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

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.

38. ACKNOWLEDGEMENT AND APPRECIATION

Your Directors would like to express their grateful appreciation for assistance andcooperation received from the Banks Government Authorities Customers Vendors andMembers during the year under review. Your Directors also wish to place on record theirdeep sense of appreciation for the committed services of the Executives staff and workersof the Company at all levels.

By order of the Board For Bazel International Ltd.

Sd/- Sd/-
Pankaj Dawar Shweta Dawar
(Managing Director) (Director)
DIN:06479649 DIN:07171996
Address: D-50E 2nd Floor Chattarpur Enclave Address: D-50E 2nd Floor
ChattarpurNewDelhi-110074 Enclave New Delhi-110074