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Bazel International Ltd.

BSE: 539946 Sector: Financials
NSE: N.A. ISIN Code: INE217E01014
BSE 05:30 | 01 Jan Bazel International Ltd
NSE 05:30 | 01 Jan Bazel International Ltd

Bazel International Ltd. (BAZELINTERNATIO) - Director Report

Company director report

TO THE MEMBERS OF BAZEL INTERNATIONAL LIMITED

Your Directors have pleasure in presenting the 35th Annual Report of BazelInternational Limited ("the Company") together with the Audited FinancialStatements and Accounts for the Financial Year ended 31st March 2017.

BACKGROUND

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

FINANCIAL RESULTS

The financial performance of the Company for the financial year ended 31stMarch 2017 is summarized below:-

Particulars For the financial year ended 31st March 2017 For the financial year ended 31st March 2016
T otal Revenue 5052777 5482131
Profit(Loss) before tax 1976178 (466396)
Tax Expenses: (470750) 0
Current Income Tax (482700) 0
Deferred Tax 11950 11950
Profit(Loss) for the period 1505428 (478346)

PERFORMANCE REVIEW AND STATE OF THE COMPANY AFFAIRS

During the period the Company achieved a revenue of Rs. 5052777 for the year ended31st March 2017 as against Rs. 5482131 for the previous year ended 31stMarch 2016. The Company has incurred a Profit of Rs. 1505428 during the year ended 31stMarch 2017 as against a (loss) of Rs. (478346) in the previous year ended 31stMarch 2016.

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. 163373 at the rate of 0.25% of Standard assets has been made forthe financial year 2016-17 as per the requirement of RBI prudential norms applicable onNon-Banking financial Companies.

Further the Company has transferred therein a sum of Rs. 299000 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 2017.

DIVIDEND

In view of investing the profits in other avenues your Directors did not recommend anydividend to the 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 2016-17 havebeen paid to both the Stock Exchanges.

HOLDING COMPANY SUBSIDIARY COMPANIES JOINT VENTURES OR ASSOCIATE COMPANY

As on 31st March 2017 the Company has no Holding Company. During the yearJainsons Rugs International Limited ceased to be the Subsidiary and the Company has madeinvestments in 12 Companies resulting into formation of all the 12 Companies as itsSubsidiaries. Since the shares were acquired and held exclusively with a view to itssubsequent disposal in the near future all the shares are held as stock in trade.Consolidations of these subsidiaries have not been done pursuant to Para 11 of AS 21issued by ICAI. There are no Associate Companies or Joint Ventures on the same date.Hence the disclosure particulars containing salient features of the financial statementof subsidiaries are attached herewith as Annexure-I in AOC-1 form.

PUBLIC DEPOSIT

As Company is a Non-Banking Financial Company the provisions of Chapter V of theCompanies Act 2013 is 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-II as a part of the Report.

MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR:

The Company has changed it Registrar and Transfer Agent ("RTA") from ABSConsultant Pvt. Limited to Skyline Financial Services Pvt. Ltd and consequently shiftedits whole Shareholder Data to the new RTA.

Jainsons Rugs International Limited ceased to be Subsidiary of the company and theCompany has invested in the shares of 12 Companies pursuant to which they became theSubsidiaries of the Company.

There is no change in the nature of the Business during the financial year 2016-17.

DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED DURING THE YEAR

S. No. Name Designation Date of Appointment Change
1. Vikramjit Singh Independent Director 10th September 2016 Appointed as an Independent Director.
2. Priyanka Poonia Company Secretary 6th February 2016 Ceased to act as Company Secretary w.e.f. 21st November 2016.
3. Drishti Sharma Company Secretary 21st November 2016 Appointed as Company Secretary on 21st November 2016; Ceased to act as Company Secretary w.e.f. 21st January 2017.

LIST OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AS ON 31st MARCH 2017

S. No. Name Designation Date of Appointment
1. Harkesh Kumar Allagh Managing Director 25/03/2009
2. Pankaj Dawar Non-Executive Director 28/05/2015
3. Shweta Dawar Non-Executive Director 31/03/2015
4. Makhan Singh Kainth Independent Director 01/01/2009
5. Vikramjit Singh Independent Director 10/09/2016
6. Manish Kumar Gupta Chief Financial Officer 16/07/2015

Note: Mrs. Kalpana Sharma has been appointed as the Company Secretary on 15 thMay 2017.

NUMBERS OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR 2016-17

During the year Eleven (11) 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 Managing Director 11 10
Pankaj Dawar Non-Executive Director 11 11
Shweta Dawar Non-Executive Director 11 7
Makhan Singh Kainth Independent Director 11 6
Vikramjit Singh Independent Director 11 (8)* 7
Alok Jain** Independent Director 11 (2)* 0

*Number of Meetings a Director is entitled to attend.

**Mr. Alok Jain had resigned from directorship on 6th July 2016 onpersonal 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 five (5) 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 5 5
Shweta Dawar Non-Executive Director 5 5
Alok Jain** Independent Director 5 (1)* 0
Vikramjit Singh Independent Director 5 (2)* 2

*Number of Meetings a Director is entitled to attend.

**Mr. Alok Jain had resigned from directorship on 6th July 2016 onpersonal grounds due to his preoccupation.

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 two (2)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 2 2
Shweta Dawar Non-Executive Director 2 2
Alok Jain** Independent Director 2 (0)* 0
Vikramjit Singh Independent Director 2 (1)* 1

*Number of Meetings a Director is entitled to attend.

**Mr. Alok Jain had resigned from directorship on 6th July 2016 onpersonal grounds due to his preoccupation.

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. Mr. Harkesh Kumar Allagh (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
Harkesh Kumar Allagh Managing 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 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. Mr. Harkesh Kumar Allagh (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 1 1

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 .

Since there were no material related party transactions entered by the Company nodetails are required to be provided in Form AOC-2 as prescribed under Section 134(3) (h)of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014.

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 2016-17:

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

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

i) As there is no remuneration being paid to the Director of the company in thefinancial year 2016-2017 therefore there is no percentage increase in remuneration of anyDirector.

ii) The total decrease in median remuneration of the employees in current year is41.27% as compared to the median remuneration paid to the employees in the previous year.

iii) As on 31st March 2017 the number of permanent employees on the rollsof the Company: 03

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 39 th 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 2016-17. The Secretarial Audit Report received from them hasformed a part of this Annual Report as Annexure-IV. The Secretarial Audit Report containsthe following observations:

Observation No. 1: Pursuant to Section 179(3) (e) i.e. "to invest the funds of theCompany" and Section 179(3) (j) i.e. "to take over a Company or acquire acontrolling or substantial stake in another Company" of the Companies Act 2013 theE-form MGT-14 required to be filed by the Company is pending as on date.

Reply No. 1: The Filing of E-form MGT-14 was inadvertently omitted on part of theCompany. The Company is in process of filing E-form MGT-14 for the same.

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.

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.

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 31stMarch 2017 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 2017 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 ofadequate accounting records in accordance with the provisions of the Companies act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother 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 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 provisionsof all 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 2017 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

Harkesh Kumar Allagh Pankaj Dawar
(Managing Director) (Director)
DIN: 01230544 DIN: 06479649
Address: C-119 1st Floor Address: C-119 1st Floor Lajpat
Lajpat Nagar-II New Delhi- 110024 Nagar-II New Delhi- 110024
Place: 10th August 2017
Date: New Delhi