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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 9.50
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 9.50
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 37th Annual Report of Bazel International Limited (the Company) together with the Audited Financial Statements and Accounts for the Financial Year ended 31st March 2019.

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 the Reserve Bank of India (RBI) dated 23rd March 2016.

STANDALONE FINANCIAL RESULTS

The financial performance of the Company for the financial year ended 31st March 2019 is summarized below:-

Amount (Rs.)Amount (Rs.)
ParticularsAs at 31st March 2019As at 31st March 2018
Total Income786762613706805
Less: Total Expenditure(17612426)(11623696)
(9733150)2375488
Profit before Exceptional and Extraordinary items & tax
Less: Extraordinary & Prior period items--
Profit before tax(9733150)2375488
Less: Tax Expenses
(1)Current tax-452700
(2)Deferred Tax--
(3)Previous year adjustments10000(69852)
Profit/ (Loss) after tax(9743150)1992640
Earning Per Share
(1) Basic(6.70)1.29
(2) Diluted(6.70)1.29

STATE OF COMPANY AFFAIRS

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

OPERATIONAL PERFORMANCE

During the period the Company achieved a revenue of Rs. 7879276 for the year ended 31st March 2019 as against Rs. 13999185 for the previous year ended 31st March 2018. The Company has incurred a Loss of Rs. (9743150) during the year ended 31st March 2019 as against a profit of Rs. 1992640 in the previous year ended 31st March 2018.

RESERVES & PROVISIONS

A Provision of Rs. 293300/- has been made for the financial year 2018-19 as per the requirement of RBI prudential norms applicable on Non-Banking financial Companies.

DIVIDEND

In view of investing the profits in other avenues the board decided not to propose any dividend for the relevant Financial Year ending on 31st March 2019.

LISTING OF SECURITIES

The Equity shares of the Company are presently listed on BSE Ltd. and the Calcutta Stock Exchange of India Limited (CSE). The Annual listing fees for the year 2018-19 have been duly paid to both the Stock Exchanges.

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. The disclosure of particulars with respect to information related to performance and financial position of joint ventures or associate Companies subject to rule 8(1) and 8(5)(iv) of Companies (Accounts) Rules 2014 is not applicable.

BRANCHES OF THE COMPANY

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

PUBLIC DEPOSIT

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

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

During the year under review the Company has not entered into any contract or arrangement with the Related Parties as per Section 188 of the Companies Act 2013 and is included in this report as Annexure II.

EXTRACT OF ANNUAL RETURN

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

CHANGE IN THE NATURE OF BUSINESS

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

LIST OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AS ON 31ST MARCH 2019

NameDesignationDate of Appointment
1. Pankaj DawarManaging Director28/05/2015
2. Shweta DawarNon-Executive Director31/03/2015
3. Pooja ChughDirector19/07/2018
4. Makhan Singh KainthIndependent Director01/01/2009
5. Vikramjit SinghIndependent Director10/09/2016
6. Manish Kumar GuptaChief Financial Officer16/07/2015
7. Gagan Deep GuptaCompany Secretary and Compliance Officer09/07/2018

DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED DURING THE YEAR

Pursuant to the provisions of the Companies Act 2013 and the Company's Articles of Association Mr. Pankaj Dawar Director who retires by rotation and being eligible offers himself for re-appointment.

NameDesignationChange
1. Pooja ChughDirectorChange in designation from Additional Director to Director w.e.f. 19th July 2018
2. Pooja ChughCompany SecretaryResignation from the post of Company Secretary w.e.f. 9th July 2018
3. Gagan Deep GuptaCompany Secretary and Compliance OfficerAppointed as Company Secretary w.e.f. 9th July 2018 and Resigned from the post of Company Secretary w.e.f 19 th July 2019

MEETINGS HELD DURING THE FINANCIAL YEAR 2018-19

The Agenda and Notice of the Meetings were circulated well in advance to the respective Directors. During the year under review 09 (Nine) Board Meetings 5 (Five) Audit Committee Meetings 2 (Two) Nomination and Remuneration Committee Meetings 1 (One) Independent Director's Committee Meeting 1 (One) Risk Management Committee Meeting 1 (One) Stakeholder Relationship Committee Meeting (NIL) Share Transfer Meeting and (NIL) Finance & Investment Committee Meeting were convened and held. The intervening gap between the meetings was within the period prescribed under the Companies Act 2013 i.e. the maximum interval between any two meetings did not exceed 120 days.

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 primary objective of the Audit Committee is to monitor and provide an effective supervision of the Management's financial reporting process to ensure accurately and timely disclosures with the highest levels of transparency integrity and quality of financial reporting.

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 five (5) Audit Committee Meetings were held the details of which are as follows:-

Name of the DirectorCategoryNo. of Meeting heldNo. of Meetings attended
Makhan Singh KainthIndependent Director55
Shweta DawarNon-Executive Director55
Vikramjit SinghIndependent Director55

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

b) Nomination and Remuneration Committee

In compliance with provisions of 178(1) of the Companies Act 2013 the purpose of the Committee is to screen and review individuals qualified to serve as executive directors non-executive directors and independent directors and to review their remuneration consistent with criteria approved by the Board and to recommend for approval by the Board. The composition of Nomination and Remuneration Committee of the Company 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 Two (2) Nomination and Remuneration Committee Meetings were held the details of which are as follows:-

Name of the DirectorCategoryNo. of heldMeetingNo. of Meetings attended
22
Makhan Singh KainthIndependent Director
Shweta DawarNon-Executive Director22
Vikramjit SinghIndependent Director22

c) Stakeholders Relationship Committee

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

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 all the members of the committee have attended the same.

No. of MeetingNo. of Meetings
Name of the Director

Category

heldattended
Pankaj Dawar

Non-Executive Director

11
Shweta DawarNon-ExecutiveDirector11
Pooja Chugh**

Director

11

*Number of Meetings a Director is entitled to attend.

**Ms. Pooja Chugh was appointed as a Director with effect from 19th July 2018.

d) Risk Management Committee

The Board of Directors has framed a Risk Management Committee to frame implement and monitor the risk management of the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The risk management committee has additional oversight in the area of financial risk and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing 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 the members of the committee have attended the same.

Name of the DirectorCategoryNo. of Meeting heldNo. of Meetings attended
Pankaj DawarNon-Executive Director11
Shweta DawarNon-Executive Director11
Pooja Chugh**Director11

*Number of Meetings a Director is entitled to attend.

** Ms. Pooja Chugh was appointed as a Director with effect from 19th July 2018.

DECLARATION BY INDEPENDENT DIRECTOR

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

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

DIRECTOR'S RESPONSIBILITY STATEMENT

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

1) in the preparation of annual accounts for the financial year ended 31st March 2019 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Companies as at 31st March 2019 and of 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 adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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 by the Company and such internal financial control are adequate and operating effectively ; and the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively .

CORPORATE GOVERNANCE REPORT

As per Regulation 15 of the SEBI (Listing Regulations and Disclosure Obligations Requirements) Regulations 2015 the provisions of Chapter IV of the said Listing Regulations 2015 the Compliance with the corporate governance provisions as specified in Regulations 17 18 19 20 21 22 23 24 25 26 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C D and E of Schedule V shall not be mandatory 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 and Net Worth not exceeding Rs. 25 Crore as on the last day of the previous financial year and 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 share capital and net-worth exceeds the prescribed threshold limits so Regulations 17 to 27 and Regulation 46 are not applicable on the Company.

PERFORMANCE EVALUATION OF THE BOARD

SEBI (Listing Obligations and Disclosure Requirement) Regulation 2015 mandates that the Board shall monitor and review the Board evaluation framework. The framework includes the 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 an annual performance evaluation of its own performance the Directors individually as well as the evaluation of the working of its Audit Committee Nomination & Remuneration Committee Share Transfer Committee and Finance and Investment Committee.

In respect of the above mentioned Evaluation framework a structured questionnaire was prepared after taking into consideration of the various aspects of the Board & its Committees execution and performance of specific roles duties obligations and governance. The performance evaluation of Committees Executive Directors Non-Executive Directors and Independent Directors was completed. The Performance evaluation of the Chairman Non-Executive Directors & Board as a whole was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process carried out their own performance evaluation too known as Self Assessment.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013.

Pursuant to Section 186(11) of the Companies Act 2013 disclosure under Section 134(3)(g) of the Companies Act 2013 is not applicable on the Company.

ORDERS PASSED BY THE REGULATORS OR COURTS IF ANY

No significant and material orders were passed by the Regulators Courts or Tribunals impacting 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 the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the details of the remuneration of Directors Key Managerial Personnel and Employees find herein below:

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

The Ratio of remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2018-19:

DirectorsRatio to median remuneration*
Mr. Pankaj DawarNIL
Ms. Shweta DawarNIL
Ms. Pooja Chugh**NIL

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

(i). the percentage increase in remuneration of each director Chief Financial Officer Chief Executive Officer Company Secretary or Manager if any in the financial year - The Remuneration of Mr. Manish Kumar Gupta (CFO) increased from Rs. 559193 to Rs. 649821 p.a.

(ii). the percentage increase in the median remuneration of employees in the financial year; - Nil

(iii).As of 31st March 2019 total no. of permanent employees on the roll of the Company:3

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

(v).the key parameters for any variable component of remuneration availed by the directors; - Nil

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

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

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

Further no Director / employee of the Company was in receipt of amount exceeding a salary of Rs. 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 provision of Rule 5 (2) & (3) Of The Companies (Appointment and Remuneration of Managerial 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 open transparent and meritocratic culture to nature this asset. The company has kept a sharp focus on Employee Engagement. The Company's Human Resources is commensurate with the size nature and operation of the Company.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules 2014 M/s. Krishan Rakesh & Co. Chartered Accountants (FRN: 009088N) are appointed as Statutory Auditors of your Company in the Annual General Meeting held on 10th September 2016 for a term of five years beginning April 1 2016 and ending March 31 2021.

The Statutory Auditors have confirmed that they are not disqualified to act as Auditors and are eligible to hold office as Auditors of your Company.

STATUTORY AUDITORS' REPORT

The observation made by the Auditors are self explanatory and do not require any further clarifications under Section 134(3)(f).

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

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 has appointed M/s Mohit Singhal & Associates (represented by Mr. Mohit Singhal) Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2018-19.

SECRETARIAL AUDITORS' REPORT

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

Remark i): The Company has not mentioned the Name DIN and Address as specified under the provisions of Rule 7 of The Companies (Registration Offices and Fees) Rules 2014 in its Balance Sheet as on March 31 2018;

Clarification i): The Company missed mentioning the same in the Balance Sheet for Financial year 2017-18. This has been taken care by the Company in the Balance Sheet for financial year 2018-19 and shall be followed in its true letter and spirit for all balance sheets in the future.

Remark ii): The Company has made the payment of the Stock Exchange fees after the due date as specified under the Regulation.

Clarification ii): 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.

Remark iii): Some of the notes to the financial statement for the f.y. 2017-18 were inadvertently missed to be attached to its annual report.

Clarification iii) Inadvertently some of the notes to the Financial statements were missed to be attached to the Annual Report but the complete financials were filed with the Registrar of Companies at the time of Annual Filing. This shall further be taken care in the near future.

CORPORATE POLICY

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

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

The Key Policies are as follows:

Name of the PolicyBrief Description
Vigil Mechanism / Whistle Blower PolicyThis 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 PolicyThis 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 PolicyThe 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 InformationThe 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 RecordsThis 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 PoliciesThis 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 PolicyAs 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 policiesPolicies 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.

REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT 2013

The Board confirms that no complaints/ cases has been filed / pending with the Company under the Prevention of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 during the financial year 2018-19.

DISCLOSURE ABOUT COST AUDIT

As per the Cost Audit Orders Cost Audit is not applicable to the Company for the Financial Year 2018- 19.

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 mentioned in Section 135(1) of the Companies Act 2013.

EMPLOYEE STOCK OPTIONS DETAILS

During the year under review 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 year ended 31st March 2019 and is attached as Annexure-V of this Annual Report for the reference of the stakeholder.

INTERNAL CONTROL SYSTEM

The Company has in place an established internal control system designed to ensure proper recording of financial and operational information and compliance of various internal control and other regulatory and statutory compliances. Internal Audit has been conducted throughout the organization by qualified outside Internal Auditors. Findings of the Internal Audit Report are reviewed by the top management and by the Audit Committee invariably and proper follow up actions are ensured wherever require. The Statutory Auditors have evaluated the system of Internal Controls of the Company and have reported that the same are adequate and commensurate with the size of the Company and nature of its business.

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 to conservation of energy and technology absorption are not applicable to the Company. During the year under review the Company had no earnings and expenditure in foreign exchange.

ACKNOWLEDGEMENT AND APPRECIATION

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

By order of the Board

For Bazel International Limited

Pankaj DawarShweta Dawar
(Managing Director)(Director)
DIN: 06479649DIN: 07171996
Address: 98-B Pocket-I Platinum EnclaveAddress: 98-B Pocket-I Platinum
Sector-18 Rohini Sector-15 New Delhi-110089Enclave Sector-18 Rohini
Sector-15 New Delhi-110089

Place: New Delhi

Date: 31st August 2019