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Bazel International Ltd.

BSE: 539946 Sector: Financials
NSE: N.A. ISIN Code: INE217E01014
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VOLUME 100
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P/E 15.82
Mkt Cap.(Rs cr) 4
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OPEN 27.85
CLOSE 27.85
VOLUME 100
52-Week high 63.00
52-Week low 24.00
P/E 15.82
Mkt Cap.(Rs cr) 4
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 SHAREHOLDER'S

BAZEL INTERNATIONAL LTD.

Your Directors have pleasure in presenting the 39th Annual Report of BazelInternational Ltd. ("the Company") on the business and operations of the Companytogether with the Audited Financial Statements and Accounts for the Financial Year ended31st March 2021.

BACKGROUND

The Company is engaged as a (Non Deposit Accepting) Non-Banking Finance Company("NBFC") Holding Certificate of Registration (CORNo.B-14.03332) issued by theReserve Bank of India ("RBI") dated 23rd March 2016.

KEY BUSINESS FINANCIAL AND OPERATIONAL HIGHLIGHTS

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 31stMarch 2021is summarized below:-

PARTICULARS Amount (Rs.) as at 31stMarch2021 Amount (Rs.) As at 31stMarch2020
Total Income 8443766.00 25119145.00
Less: Total Expenditure 11633136.66 15556654.90
Profit before Exceptional and Extraordinary items & tax (3189370.66) 9562490.10
Less: Extraordinary & Prior period items - -
Profit before tax (3189370.66) 9562490.10
Less:
Tax Expenses:
(1)Current tax
Current Year (182700.00) (1799618.00)
Earlier year (10418.00) (1026828.24)
(2)Deferred tax 0.00 0.00
Current Year MAT Credit Entitlement 0.00 (104082.00)
Profit after tax (3382488.66) 6631961.86
Other Comprehensive Income (214209.44) 0.00
Fair Valuation of Investment in Equity
Total Comprehensive Income (3596698.10) 6631961.86
Earning Per Share
(1)Basic (2.32) 4.56
(2)Diluted (2.32) 4.56

3. OPERATIONAL PERFORMANCE

As at the end of the reporting period in its Reserve and Surplus the Company hasaccumulated losses of Rs. 26608715 Other Comprehensive Income (Due to Fair Value ofInvestment on Transition date and additions during the year) is Rs. 214209.44/- andStatutory Reserves is of Rs. 3360214/-. The Company has incurred a loss during the yearof Rs 3382488.66/- as on 31st March 2021 as compared to the Profits earnedduring previous year of Rs 6631961.86 as on 31st March 2020.

4. RESERVES & PROVISIONS

During the period under review the Company has not transferred any funds to theStatutory Reserve as required to be maintained under Section 45-IC of RBI Act 1934 as ithas incurred lossies during the year under review. And the Company has also created aprovision of Rs. 4090227/- at the rate of 0.25% of standard assets was made in theFinancial Year 2020-2021 pursuant to RBI's circular No. DNBR (PD)CC.No.043/03.10.119/2015-16 dated July 01 2015 which requires a provision of 0.25% to bemade for standard assets of NBFC's.

5. SHARE CAPITAL

The Authorized Share Capital of the Company was Rs. 15000000/- (Rupees One CroresFifty Lakhs Only) divided into 1500000 (Fifteen Lakhs) Equity Shares of Rs. 10/- eachand the Paid-up Capital of the Company is Rs 14550000/- (Rupees One Crores Forty fiveLakhs Fifty Thousand Only) divided into 1455000 (Fourteen Lakhs Fifty Five Thousand only)Equity Shares of Rs.10/- each.

There is no change in the share capital during the year under review

4. 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.

5. DIVIDEND

The company is planning to expand and thereby would need funds to invest in futureprojects. With respect to the expansion of business the Company do not recommend anydividends for the current financial year but the Directors are hopeful for better resultsin enduing future.

6. LISTING OF SECURITIES

The Equity shares of the Company are presently listed on BSE Ltd. The Annual listingfees for the year 2020-21 have been duly paid to the Stock Exchange.

7. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

There were no funds which were required to be transferred to Investor Education andProtection Fund (IEPF).

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. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188f1)

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-I.

12. INTERNAL CONTROL SYSTEMS

The Company's internal control system is designed to ensure operational efficiencyprotection and conservation of resources accuracy and promptness in financial reportingand compliance with laws and regulations. The internal control system is supported by aninternal audit process for reviewing the adequacy and efficacy of the Company's internalcontrols including its systems and processes and compliance with regulations andprocedures.

The Company's Internal Control System is adequate and commensurate with the nature andsize of the Company and it ensures:

• Timely and accurate financial reporting in accordance with applicable accountingstandards.

• Optimum utilization efficient monitoring timely maintenance and safety of itsassets.

• Compliance with applicable laws regulations and management policies.

13. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TOTHE FINANCIAL STATEMENTS

Pursuant to Section 134 (3)(q) read with Rule 8(5) (viii) of Companies (Accounts)Rules 2014 and ICAI guidance note on adequacy on internal financial controls withreference to financial statements it is stated that there is adequate internal controlsystem in the Company.

14. CHANGE IN THE NATURE OF BUSINESS

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

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

During the year under review the Board of Directors of the Company was dulyconstituted. None of the Directors of the Company are disqualified under the provisions ofthe Companies Act 2013.

CONSTITUTION OF BOARD AND KEY MANAGERIAL PERSONNEL AS ON 31st MARCH 2021

S.No. Name Designation DIN/PAN Date of Appointment
1. Pankaj Dawar Managing Director 06479649 19/02/2015
2. Shweta Dawar Non-Executive Director 07171996 31/03/2015
3. Makhan Singh Kainth Independent Director 00215325 01/01/2009
4. Pooja Bhardwaj Director 05158206 07/07/2020
5. Prithvi Raj Bhatt Director 08192235 07/07/2020
6. Aruna Additional Director 08582061 20/05/2021
7. Manish Kumar Gupta Chief Financial Officer ATPPG5276J 16/07/2015
8. Preeti Puri Company Secretary and Compliance Officer BPNPP6852E 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 her self for re-appointment.

During the period under review the following changes occurred in the Position ofDirectors/KMP's of the Company.

S.No. Name Designation Change
1. Pooja Bhardwaj Director •Appointed as an Additional Director of the company w.e.f. 07/07/2020
•Regularised as Non Executive Independent Director in the 38 th AGM of the Company held on 30th September 2020.
2. Prithvi Raj Bhatt Director •Appointed as an Additional Director of the company w.e.f. 10/07/2020
• Regularised as Non Executive Independent Director in the 38th AGM of the Company held on 30th September 2020.
3. Sonam Minocha Director •Regularised as a Director in the 38th AGM of the Company held on 30th September 2020.
•Ceased to be a Director of the company w.e.f. 20th May 2021
4. Aruna Additional Director •Appointed as a Additional Director of the company w.e.f. 20/05/2021

16. MEETINGS HELD DURING THE FINANCIAL YEAR 2020-21

The Agenda and Notice of the Meetings were circulated well in advance to the respective

Directors. During the year under review 08(Eight) Board Meetings 6(Six) AuditCommittee 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 1(One) Internal Complaint Committee Meetingwere convened and held. The intervening gap between the meetings was within the periodprescribed under the Companies Act 2013 i.e. the maximum interval between any twomeetings did not exceed 120 days (180 days as per the extension provided by the Minitry ofCorporate Affairs vide circular no 11/2020 dated 24th March 2020)

Date of the Board Meeting Board Strength at the date of the meeting No. of directors who attended the meeting Name of the directors present
07/07/2020 4 2 1. Mr. Pankaj Dawar
2. Ms. Sonam Minocha
10/07/2020 5 4 1. Mr. Pankaj Dawar
(continuation of meeting held on 07/07/2020) 2. Mr. Makhan Singh
3. Ms. ShwetaDawar
4. Ms. Pooja Bhardwaj
02/09/2020 6 6 1. Mr. Pankaj Dawar
2. Mr. Makhan Singh
3. Ms. Shweta Dawar
4. Ms. Pooja Bhardwaj
5.Mr. Prithvi Raj Bhatt
6. Ms. Sonam Minocha
07/09/2020 6 6 1. Mr. Pankaj Dawar
2. Mr. Makhan Singh
3. Ms. Shweta Dawar
4. Ms. Pooja Bhardwaj
5. Mr. Prithvi Raj Bhatt
6. Ms. Sonam Minocha
10/09/2020 6 5 1. Mr. Pankaj Dawar
2. Mr. Makhan Singh
3. Ms. Shweta Dawar
4. Ms. Pooja Bhardwaj
5. Mr. Prithvi Raj Bhatt
11/11/2020 6 4 1. Mr. Pankaj Dawar
2. Ms. Shweta Dawar
3. Ms. Pooja Bhardwaj
4. Mr. Prithvi Raj Bhatt
28/12/2020 1. Mr. Pankaj Dawar
2. Ms. Shweta Dawar
6 4 3. Ms. Pooja Bhardwaj
4. Mr. Prithvi Raj Bhatt
10/02/2021 1. Mr. Pankaj Dawar
2. Ms. Shweta Dawar
6 4 3. Ms. Pooja Bhardwaj
4. Mr. Prithvi Raj Bhatt
25/02/2021 1. Mr. Pankaj Dawar
2. Ms. Shweta Dawar
6 4 3. Ms. Pooja Bhardwaj
4. Mr. Prithvi Raj Bhatt

17. 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:

Ms. Pooja Bhardwaj (Chairman)

Mr. Prithvi Raj Bhatt (Member)

Ms. Shweta Dawar (Member)

No. of Meetings held: During the year Seven (7) 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 4
Shweta Dawar Non-Executive Director 6 6
Prithvi Raj Bhatt* Non-Executive Director 5 5
Pooja Bhardwaj** Non-Executive Director 2 2

*Prithvi Raj Bhatt has been appointed to the Board w.e.f- 10/07/2020.

**Pooja Bhardwaj has been appointed to the Board w.e.f-07/07/2020.

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:

Mr. Prithvi Raj Bhatt (Chairman)

Ms.Pooja Bhardwaj (Member)

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 asfollows:-

Name of the Directors Category No. of Meeting held No. of Meetings Attended
Makhan Singh Kainth Independent Director 1 1
Shweta Dawar Non-Executive Director 2 2
Prithvi Raj Bhatt* Director 1 1
Pooja Bhardwaj* Director 1 1

*Prithvi Raj Bhatt has been appointed to the Board w.e.f-10/07/2020.

**Pooja Bhardwaj has been appointed to the Board w.e.f- 07/07/2020.

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:

Ms. Pooja Bhardwaj (Chairman)

Mr. Pankaj Dawar (Member)

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 Bhardwaj Director 1 1

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 over sight in the area of financial risk and controls. Major risks identifiedby the businesses and functions are systematically addressed through mitigating actions oncontinuing basis.

The Risk Managemen tcommittee comprises of the following members:

Mr.Pankaj Dawar (Chairman)

Ms.Pooja Bhardwaj (Member)

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 Bhardwaj Director 1 1

18. 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 sub section (6) and Regulation 25 of ListingRegulations.

19. 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.

20. SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Company's Independent Directors met on 25th March 2021 without the attendance ofNon Independent Directors and members of the management. All Independent Directors werepresent at the meeting. At the meeting they:-

i. Reviewed the performance of non-independent directors and the Board as a whole;

ii. Reviewed the performance of the Chairperson of the Company taking into account theviews of Executive Directors and Non-Executive Directors;

iii. Assessed the quality and timeliness of flow of information between the Companymanagement and the Board which is necessary for the Board to effectively and reasonablyperform their duties.

21. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3) (c) of the Companies Act 2013:

a) That in the preparation of the annual financial statements for the year ended 31stMarch 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) That accounting policies as mentioned in the Notes to the Financial Statements havebeen selected and applied consistently and judgement and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2021 and of the profit of the Company for the year ended on thatdate;

c) That the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are 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 and loss of the Company for that period;

d) That proper and sufficient care has been taken 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;

e) That the Annual Financial Statements have been prepared on a going concern basis;

f) That the proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

g) That directors had devised proper system to ensure compliance with the provisions ofall applicable laws is in place and was adequate and operating effectively.

22. DETAILS OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any subsidiaries associates and joint venture companies.Hence the disclosure of particulars with respect to information related to performanceand financial position of the Subsidiaries joint ventures or associate Companies subjectto rule 8(1) and 8(5)(iv) of Companies (Accounts) Rules 2014 is not applicable.

23. BRANCHES OF THE COMPANY

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

24. CORPORATE GOVERNANCE REPORT

As per Regulation 15 of the SEBI (Listing Regulations and Disclosure ObligationsRequirements) Regulations 2015the 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.

25. PERFORMANCE EVALUATION OF THE BOARD

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

• Board dynamics and relationship

• Information flows

• Decision-making

• Relationship with stake holders

• 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-Executive Directorsand 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".

26. REMUNERATION POLICY

The Board has on the recommendation of Nomination and Remuneration Committee framed andadopted a policy for selection and appointment of Directors Key Managerial PersonnelSenior Management and their remuneration.

27. SECRETARIAL STANDARDS OF ICSI

Your Company is in Compliance with all the applicable Secretarial Standards asspecified by the Institute of Companies Secretaries of India.

28. EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92 134(3)(a) of the Companies Act 2013 read withRule 12 of Companies (Management and Administration) Rules 2014 the Annual Return inForm MGT-7 for the financial year ended March 31 2021 is placed on the Company's websiteand can be accessed at the website of the company i.e- www.bazelinternationalltd.com

29. INTERNAL AUDITORS

Pursuant to the provisions of section 138 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 the Company has appointed M/s Hari Bhushan andAssociates Chartered Accountants as an Internal Auditor of the Company to conduct theinternal Audit of the Company for the financial year 2020-21. The Company is also havingan Internal Audit Department to test the adequacy and effectiveness of Internal ControlSystems laid down by the management and to suggest improvement in the systems.

30. REPORTING OF FRAUD BY AUDITOR

In terms of sub clause 3 (ca) of Section 134 and under sub-section 12 of Section 143 ofCompanies Act 2013 there have been no frauds reported by the Auditors under sub section(12) of section 143 other than which are reportable to Central Government.

31. CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY DURING THEYEAR

There have been no material changes and commitments affecting the financial position ofthe company which have occurred between the end of the financial year of the Company towhich the financial statements relate and till the date of this annual report.

32. 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 Section 134(3) (g) of the Companies Act 2013 is not applicable on the Company.

33. ORDERS PASSED BY THE REGULATORS OR COURTS . IFANY

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

34. DISCLOSURE UNDER RULE 512) & 13) 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-II.

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.

35. 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.

36. EMPLOYEE STOCK OPTIONS DETAILS

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

37. 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 here inbelow:

38. 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 2020-21:

Directors Ratio to median remuneration
Mr. Pankaj Dawar NIL
Ms. Shweta Dawar NIL
Ms. Sonam Minocha NIL
Ms. Pooja Bhardwaj** NIL
Mr. Prithvi Raj Bhatt*** NIL
Mr. Makhan Singh Kainth NIL

**Ms. Pooja Bhardwaj was appointed as Director w.e.f 07th July 2020.

***Mr. Prithvi Raj Bhatt was appointed as Director w.e.f 10th July 2020

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 financialyear-0.78 % increase in salary of CFO

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

(iii) . As of 31st March 2021 total no. of permanent employees on the rollof the Company:9

(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 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.

39. STATUTORYAUDITORS

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit andAuditors) Rules 2014 M/s. Krishan Rakesh & Co. Chartered Accountants (FRN:009088N) were appointed as Statutory Auditors of your Company in the Annual GeneralMeeting held on 10th September 2016 for a term of five years till theConclusion of 39th Annual General Meeting to held in the year 2021.

Thus there are proposed to be re-appointed for another period of 5 years in theensuing AGM of the Company.

The proposed statutory auditors have confirmed their eligibility under Section 141 ofthe Companies Act 2013 and the Rules framed thereunder for being appointed as theStatutory Auditors of the Company.

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

40. STATUTORY AUDITOR'S 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.

41. 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. Meenu G. & Associates Practicing Company Secretary to undertake theSecretarial Audit of the company for the Financial Year 2020-21.

42. SECRETARIAL AUDITORS' REPORT

The Report of the Secretarial Auditor in Form MR-3 is annexed here with as "AnnexureIII" which is self explanatory and does not require any further clarificationfrom the Board.

43. 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 form 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 work place and matters connected there with. 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 Familiarization of Independent on Practice Code Investment Policy Fair Practice Code are prepared by the Company and followed in its true letter and spirit.

44. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT. 2013

The Company has zero tolerance for sexual harassment at workplace and take suitablemeasures for prevention prohibition and redressal of sexual harassment at workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder for prevention and redressalof complaints of sexual harassment at workplace. All employees are treated with dignitywith a view to maintain a work environment free of sexual harassment.

During the financial year under review there were no complaints reported under thePrevention of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

As required under the Sexual Harassment of women at Workplace (Prohibition Preventionand Redressal) Act 2013 the Company has policy on prevention of Sexual harassment ofwomen at workplace and matters connected therewith.

45. DISCLOSURE ABOUT COST AUDIT

As per the Cost Audit Orders Cost Audit is not applicable to the company for theFinancial Year 2020-21.

46. CORPORATE SOCIAL RESPONSIBILITY ICSR)

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.

47. MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March 2021 and is attached as Annexure-IV of this AnnualReport for the reference of the stakeholder.

48. 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 Committee invariably and proper follow up actions are ensured wherever require. The Statutory Auditorshave evaluated the system of Internal Controls of the Company and have reported that thesame are adequate and commensurate with the size of the Company and nature of itsbusiness.

49. RISK MANAGEMENT

Risk Management is an integral part of the Company's business strategy. The Boardreviews compliance with risk policies monitors risk tolerance limits reviews andanalyzes risk exposure related to specific issues and provides oversight of risk acrossthe organization. The Board nurtures a healthy and independent risk management function toinculcate a strong risk management culture in the Company.

SUSTAINABILITY AND SOCIAL RESPONSIBILITY

50. ENERGY CONSERVATION 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 the details of conservation of energytechnology absorption foreign exchange earnings and outgo are as follows:

a) CONSERVATION OF ENERGY

The Management is aware of the energy crises prevailing in the country and utilizes itsenergy sources in the best possible manner.

b) TECHNOLOGY ABSORPTION

Company upgrades the technology used by it as and when the need arises.

c) FOREIGN EXCHANGE EARNINGS AND OUTGO

i) The total foreign exchange earned in terms of actual inflows during the financialyear - Rs. Nil

ii) Total foreign exchange in terms of actual outgo during the financial year: Rs. Nil

51. 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.

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