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 11.11
P/E
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 11.11
P/E
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 LIMITED

Your Directors have pleasure in presenting the 36th Annual Report of BazelInternational Limited ("the Company") together with the Audited FinancialStatements and Accounts for the Financial Year ended 31st March 2018.

BACKGROUND

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

STANDALONE FINANCIAL RESULTS

The financial performance of the Company for the financial year ended 31stMarch 2018 is summarized below:-

Particulars For the financial year ended 31st March 2018 For the financial year ended 31st March 2017
Total Revenue 13999185 5052777
Profit(Loss) before tax 2375488 1976178
Tax Expenses: (382848) (470750)
Current Income Tax (382848) (482700)
Deferred Tax 0 11950
Profit(Loss) for the period 1992640 1505428
Contingent Provisions against Standard Assets (115600) (14327)

PERFORMANCE REVIEW AND STATE OF THE COMPANY AFFAIRS

During the period the Company achieved a revenue of Rs. 13999185 for the year ended31st March 2018 as against Rs. 5052777 for the previous year ended 31stMarch 2017. The Company has incurred a Profit of Rs. 1992640 during the year ended 31stMarch 2018 as against a profit of Rs. 1505428 in the previous year ended 31stMarch 2017.

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.

RESERVES & PROVISIONS

A Provision of Rs. 177700 at the rate of 0.25% of Standard assets has been made forthe financial year 2017-18 as per the requirement of RBI prudential norms applicable onNonBanking financial Companies.

Further the Company has transferred therein a sum of Rs. 375500 i.e. twenty per centof its net profit pursuant to Section 45-IC of Reserve Bank of India Act 1934 to theStatutory Reserve Account for the financial year ended 31st March 2018.

DIVIDEND

In view of investing the profits in other avenues the board did not recommend anyamount in name of dividend to distribute to shareholders.

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 2017-18 havebeen paid to both the Stock Exchanges.

HOLDING COMPANY SUBSIDIARY COMPANIES JOINT VENTURES OR ASSOCIATE COMPANY

As on 31st March 2018 the Company doesn't have its Holding Company.

PUBLIC DEPOSIT

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

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.

MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR:

• The Company shifted its Registered Office from C-119 1st FloorLajpat Nagar- II New

Delhi- 110024 to D-50E 2nd Floor

Chattarpur Enclave New Delhi- 110074;

a location falling within the territorial jurisdiction of NCT of Delhi with effect from25th January 2018.

• Pursuant to the directions received by Ministry of Corporate Affairs withrespect to alignment of activity code of the Company with its objects the said code waschanged from 51109 to 65923 in order to reflect the NBFC activities of the Company i.e."Activities of commercial loan companies (included are the activities of the companywhich is carrying on as its principal business providing of loans or advances or otherwisefor any activity other than its own)" as prescribed in "National IndustrialClassification Codes 2004" issued by Ministry of Statistics and ProgrammeImplementation Government of India. The said change resulted in a change in the CIN(Corporate Identity Number) from 'L51109DL1984PLC248322' to 'L65923DL1982PLC290287'.

There is no change in the nature of the Business during the financial year 2017-18.

DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED DURING THE

YEAR

Name Designation Change
Kalpana Sharma The then Company Secretary Appointed as Company Secretary w.e.f 15th May 2017 and resigned from the said post w.e.f 1st September 2017.
Pooja Chugh Additional Director & Company Secretary Appointed as Company Secretary w.e.f 1st October 2017 and Additional Director w.e.f 30th October 2017.
Harkesh Kumar Allagh The then Managing Director Cessation from the post of Managing Director w.e.f 30th October 2017.
Pankaj Dawar Managing Director Change in designation from Director to Managing Director w.e.f 30th October 2017.

LIST OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AS ON 31st MARCH 2018

Name Designation Date of Appointment
Pankaj Dawar Managing Director 28/05/2015
Shweta Dawar Non-Executive Director 31/03/2015
Pooja Chugh Additional Director 30/10/2017
Makhan Singh Kainth Independent Director 01/01/2009
Vikramjit Singh Independent Director 10/09/2016
Manish Kumar Gupta Chief Financial Office0072 16/07/2015
Pooja Chugh Company Secretary 01/10/2017

NUMBERS OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR 2017-18

During the year Ten (10) meetings of Board of Directors were held the details ofwhich are as follows:

Name of the Director Category No. of Meeting held No. of Meetings attended
Harkesh Kumar Allagh** - 10(7) 7
Pankaj Dawar Managing Director 10 10
Shweta Dawar Non-Executive Director 10 10
Makhan Singh Kainth Independent Director 10 9
Vikramjit Singh Independent Director 10 8
Pooja Chugh Additional Director 10 (3)* 3

*Number of Meetings a Director is entitled to attend.

**Mr. Harkesh Kumar Allagh ceased to be Managing Director of the Company w.e.f. 30thOctober 2017 on personal grounds due to his preoccupation.

Note: The maximum interval between any two meetings did not exceed 120 days (asprescribed in the Companies Act 2013).

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 the Boardof Directors of the Company has reconstituted the Audit Committee time to time.

The constitution of the Audit Committee is as follows:

1. Mr. Makhan Singh Kainth (Chairman)

2. Mr. Vikramjit Singh (Member)

3. Ms. Shweta Dawar (Member)

No. of Meetings held: During the year four (4) Audit Committee Meetings were held thedetails of which are as follows:-

Name of the Director Category No. of Meeting held No. of Meetings attended
Makhan Singh Kainth Independent Director 4 4
Shweta Dawar Non-Executive Director 4 4
Vikramjit Singh Independent Director 4 4

b) Nomination And Remuneration Committee

In compliance with the provisions of Section 178 of the Companies Act 2013 the Boardof Directors of the Company has reconstituted the Audit Committee time to time.

The constitution of Nomination and Remuneration Committee is as follows:

1. Mr. Makhan Singh Kainth (Chairman)

2. Mr. Vikramjit Singh (Member)

3. Ms. Shweta Dawar (Member)

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
Vikramjit Singh Independent Director 3 2

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. Changed from Mr. Harkesh Kumar Allagh to Ms. Pooja Chugh (Member)

3. Ms. Shweta Dawar (Member)

Only 2 meetings of Stakeholders Relationship Committee were held during the year andall the 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 2 2
Shweta Dawar Non-Executive Director 2 2
Pooja Chugh*** Additional Director 2(1)* 1
Harkesh Kumar Allagh** *** Managing Director 2(1)* 1

*Number of Meetings a Director is entitled to attend.

**Mr. Harkesh Kumar Allagh had resigned from directorship on 30th October2017 on personal grounds due to his preoccupation.

*** Ms. Pooja Chugh was appointed as a Director with effect from 30thOctober 2017.

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. Changed from Mr. Harkesh Kumar Allagh to 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
Harkesh Kumar Allagh** Managing Director 0* 0
Pooja Chugh*** Additional Director 1(1)* 1

*Number of Meetings a Director is entitled to attend.

**Mr. Harkesh Kumar Allagh had resigned from directorship on 30th October2017 on personal grounds due to his preoccupation.

*** Ms. Pooja Chugh was appointed as a Director with effect from 30thOctober 2017. DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under section 149(6)of the Companies Act 2013 as well as Regulation 16 of the SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015.

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.

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.

PERFORMANCE EVALUATION

Pursuant to applicable Sections of Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board in consultation withits Nomination and Remuneration Committee has formulated a framework and criteria toevaluate the performance of the entire Board of the Company its Committee and individualDirectors including Independent Directors.

The Nomination and Remuneration Committee has carried out the evaluation of everyDirector's performance (including Independent Director).

The Independent Directors has met separately without any the presence ofNon-Independent Director and member of management to discuss the performance ofNon-Independent Directors and Board as a whole.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

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

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES

The Policy on 'Related Party Transactions' dealing with such transactions and Policy onMaterial Subsidiaries as approved by Board of Directors are uploaded on the website of theCompany .

The details of the related party transactions as prescribed under Section 134(3) (h) ofthe Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 areprovided in Form AOC-2 as Annexure-II as a part of the Report.

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.

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 2017-18:

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

*None of the Directors receive any remuneration sitting fees or commission from theCompany.

**Mr. Harkesh Kumar Allagh had resigned from directorship on 30th October2017 on personal grounds due to his preoccupation.

*** Ms. Pooja Chugh was appointed as a Director with effect from 30thOctober 2017.

i) As there is no remuneration being paid to the Director of the company in thefinancial year 2017-2018 therefore there is no percentage increase in remuneration of anyDirector.

ii) The total increase in median remuneration of the employees in current year is30.47% as compared to the median remuneration paid to the employees in the previous year.

iii) As on 31st March 2018 the number of permanent employees on the rollsof the Company: 04.

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 the remuneration given (if any) is as per the remunerationpolicy 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.

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.

STATUTORY AUDITORS AND AUDITORS' REPORT

M/s Krishan Rakesh & Co. Chartered Accountants (FRN: 009088N) who are StatutoryAuditors of the Company will hold office until the conclusion of 39th AnnualGeneral Meeting of the Company subject to ratification as to the said appointment atevery Annual General Meeting on such remuneration as may be decided by the Board ofDirectors.

The Notes of Accounts referred to in the Auditors' Report are self- explanatory and donot call for any further comments.

SECRETARIAL AUDIT & SECRETARIAL AUDIT REPORT

Pursuant to Section 204(1) of the Companies Act 2013 read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Divyanshu Sahni & Associates Company Secretaries to conduct the SecretarialAudit for the financial year 2017-18. The Secretarial Audit Report received from them hasformed a part of this Annual Report as Annexure-IV. All the Observations in the Report areselfexplanatory.

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
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
Vigil Mechanism / Whistle Blower Policy 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.
This Policy represents the basic standards of Risk Assessment to be followed by the
Risk Management Policy 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.
The Board has on the recommendation of Nomination and Remuneration Committee
Nomination and Remuneration Policy 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 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. 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
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.

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.

DIRECTOR'S 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 31stMarch 2018 the applicable accounting standards have been followed along with properexplanation relating 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 31st March 2018 andof the loss 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 and adequate and were operatingeffectively ; and

6) the Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and such systems are adequate and operating effectively .

EMPLOYEE STOCK OPTIONS DETAILS

The Company has no Employee's Stock Options schemes.

MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March 2018 and is attached as Annexure-V of this Annual Report forthe reference of the stakeholder.

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 reportedthat the same are adequate and commensurate with the size of the Company and nature of itsbusiness.

CONSERVATION OF ENERGY 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.

ACKNOWLEDGEMENT

Yours 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.

For Bazel International Limited

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

Place: New Delhi

Date: 19th June 2018