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|
|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|
TO THE MEMBERS OF BAZEL INTERNATIONAL LTD.
Your Directors have pleasure in presenting the 38thAnnual Report of BazelInternational Ltd. ("the Company") together with the Audited FinancialStatements and Accounts for the Financial Year ended 31stMarch 2020.
The Company is engaged as a (Non Deposit Accepting) Non- Banking Finance Company("NBFC") holding Certificate of Registration (COR No. B-14.03332) from theReserve Bank of India ("RBI") dated 23rdMarch 2016.
1. STATE OF COMPANY AFFAIRS
The company has sustained its commitment to the highest level of quality best in classservice management security practices and mature business continuity processes that havecollectively helped achieve significant milestones during the year. With the expectedpositive momentum in the Indian economy the Company is focused on growth and achievingprofitability along with a renewed commitment to enhance quality and customer service andto reduce costs. Innovations investment and positive modifications are expected in thenear future boosting the Company's revenues. Together with forward looking strategy theCompany is also focusing extensively on expanding the business and operationalimprovements through various strategic projects for operational excellence and costcutting initiatives.
2. STANDALONE FINANCIAL RESULTS
The financial performance of the Company for the financial year ended 31*March 2020 issummarized below:-
3. OPERATIONAL PERFORMANCE
During the period the Company achieved a revenue of Rs. 25119145 for the year ended31*March 2020 as against Rs. 7879276 for the previous year ended 31*March 2019. TheCompany has earned Profit of Rs. 6631961.86/- during the year ended 31*March 2020 asagainst a loss of Rs. (3l5149.72)in the previous year ended 31March 2019.
4. RESERVES & PROVISIONS
Further during the period under review the Company has transferred Rs. 2683800.00/-to Statutory Reserve Account of the Company.
5. IMPACT OF COVID-19
In the light of the COVID-19 epidemic which has been declared a pandemic the Companyhas been taking precautionary measures to protect the business and employees. Criticalresponse teams have been setup across the organization to plan scenarios and respond in anagile manner to rapidly changing situation. To ensure the safety and well-being of theemployees all recommended precautions against COVID-19 have been taken which includeswork from home policy for eligible employees restrictions on travel minimizing contactsin public health advisory to employees following State and Central government directivesissued in this regard from time to time.
In view of the ongoing COVID-19 pandemic the board decided to invest the profits inother avenues not to propose any dividend for the relevant Financial Year ending on 31stMarch 2020.
7. LISTING OF SECURITIES
The Equity shares of the Company are presently listed on BSE Ltd. and the CalcuttaStock Exchange of India Limited (CSE). The Annual listing fees for the year 2019-20 havebeen duly paid to both the Stock Exchanges.
8. DETAILS OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
The Company does not have any Subsidiary.
Further the Company does not have any associates and joint venture companies. Thedisclosure of particulars with respect to information related to performance and financialposition of joint ventures or associate Companies subject to rule 8(1) and 8(5)(iv) ofCompanies (Accounts) Rules 2014 is not applicable.
9. BRANCHES OF THE COMPANY
During the period under review the Company doesn't have any branch office.
10. PUBLIC DEPOSIT
As the Company is a Non-Banking Financial Company the provisions of Chapter V of theCompanies Act 2013 are not applicable on the Company.
11. EXTRACT OF ANNUAL RETURN
In compliance with the Section 134(3) of the Companies Act 2013 read with Rule 12 ofCompanies (Accounts) Rules 2014 the Extract of Annual Return in form MGT-9 is attachedas Annexure-I as a part of the Report.
12. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188(1)
The particulars of every contract or arrangements entered into by the Company if anywith related parties referred to in sub-section (1) of section 188 of the Companies Act2013 including certain arm's length transactions under third proviso thereto are disclosedin Form AOC -2 as Annexure -II.
13. CHANGE IN THE NATURE OF BUSINESS
There has been no change in nature of business during the financial year under review.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED DURING THE YEAR
LIST OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AS ON 31 - MARCH 2020
Pursuant to the provisions of the Companies Act 2013 and the Company's Articles ofAssociation Ms. Shweta Dawar Director who retires by rotation and being eligibleoffers herself for re-appointment.
During the period under review the following changes occurred in the Position ofDirectors/ KMPs of the Company.
15. MEETINGS HELD DURING THE FINANCIAL YEAR 2019-20
The Agenda and Notice of the Meetings were circulated well in advance to the respectiveDirectors. During the year under review 13(Thirteen) Board Meetings 6 (Six) AuditCommittee Meetings 4 (Four) Nomination and Remuneration Committee Meetings 1 (One)Independent Director's Committee Meeting 1 (One) Risk Management Committee Meeting 1(One) Stakeholder Relationship Committee Meeting 1 (One) Internal Complaint CommitteeMeeting (NIL) Share Transfer Meeting and (NIL) Finance & Investment Committee Meetingwere convened and held. The board meetings were held on (DD/MM/YYYY) 10/05/201905/07/201919/07/201905/08/2019
13/08/201931/08/201914/10/201913/11/2019 20/11/2019 01/01/2020
06/01/202012/02/2020 27/02/2020. The intervening gap between the meetings was withinthe period prescribed under the Companies Act 2013 i.e. the maximum interval between anytwo meetings did not exceed 120 days.
16. DETAILS OF COMPOSITION AND MEETINGS OF COMMITTEES OF THE BOARD
a. Audit Committee
In compliance with the provisions of Section 177 of the Companies Act 2013 theprimary objective of the Audit Committee is to monitor and provide an effectivesupervision of the Management's financial reporting process to ensure accurate and timelydisclosures with the highest levels of transparency integrity and quality of financialreporting.
The constitution of the Audit Committee is as follows:
No. of Meetings held: During the year six (6) Audit Committee Meetings were heldthe details of which are as follows:-
** Vikramjit Singh has resigned from the post of Independent Director of the Companyw.e.f 27>hFebruary 2020.
The Board has accepted all the recommendations proposed by the Audit Committee duringthe Financial Year.
b. Nomination and Remuneration Committee
In compliance with provisions of 178(1) of the Companies Act 2013 the purpose of theCommittee is to screen and review individuals qualified to serve as executive directorsnon-executive directors and independent directors and to review their remunerationconsistent with criteria approved by the Board and to recommend for approval by theBoard. The composition of Nomination and Remuneration Committee of the Company is asfollows:
1. Mr. Makhan Singh Kainth(Chairman)
2. Mr. VikramjitSingh(Member)**
3. Ms. ShwetaDawar(Member)
No. of Nomination and Remuneration Committee Meetings held: During the year Four(4) Nomination and Remuneration Committee Meetings were held the details of which are asfollows:-
* Vikramjit Singh has resigned from the post of Independent Director of the Companyw.e.f 27>hFebruary 2020.
c. Stakeholders Relationship Committee
In compliance with section 178 of the Companies Act 2013 the Company has StakeholdersRelationship Committee to consider and resolve the grievances of security holders of theCompany.
The Stakeholders Relationship committee comprises of the following members:
Only 1 meeting of Stakeholders Relationship Committee was held during the year and allthe members of the committee have attended the same.
*Ms. Pooja Chugh resigned from the post of Director with effect from 20thNovember2019
d. Risk Management Committee
The Board of Directors has framed a Risk Management Committee to frame implement andmonitor the risk management of the Company. The Committee is responsible for reviewing therisk management plan and ensuring its effectiveness. The risk management committee hasadditional oversight in the area of financial risk and controls. Major risks identified bythe businesses and functions are systematically addressed through mitigating actions oncontinuing basis.
The Risk Management committee comprises of the following members:
1. Mr. Pankaj Dawar(Chairman)
2. Ms. Pooja Chugh(Member)
3. Ms. Shweta Dawar(Member)
Only 1 meeting of Risk management Committee was held during the year and all themembers of the committee have attended the same.
* Ms. Pooja Chugh resigned from the post of Director with effect from 20>hNovember2019.
17. DECLARATION BY INDEPENDENT DIRECTOR
The Independent Directors have submitted their declarations of independence asrequired pursuant to provisions of section 149(7) of the Act stating that they meet thecriteria of independence as provided in subsection (6) and Regulation 25 of ListingRegulations.
18. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
In terms of Regulation 25(7) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company familiarizes the Directors about their roleand responsibility at the time of their appointment through a formal letter ofappointment. Presentations are regularly made at the meetings of the Board and its variousCommittees on the relevant subjects. The details of programs for familiarization ofIndependent Directors can be accessed on the Company website.
19. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act 2013 the Directorshereby confirm that:
1. in the preparation of annual accounts for the financial year ended 31*March 2020the applicable Accounting Standards have been followed along with proper explanationrelating to material departures;
2. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Companies as at 3T>March 2020 and of theprofit of the Company for the period ended on that date;
3. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
4. the Directors have prepared the annual accounts on a going concern basis;
5. the Directors have laid down proper internal financial controls to be followed bythe Company and such internal financial control are adequate and operating effectively;and the Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and such systems are adequate and operating effectively.
20. CORPORATE GOVERNANCE REPORT
As per Regulation 15 of the SEBI (Listing Regulations and Disclosure ObligationsRequirements) Regulations 2015 the provisions of Chapter IV of the said ListingRegulations 2015 the Compliance with the corporate governance provisions as specified inRegulations 17 18 19 20 21 22 23 24 25 26 27 and clauses (b) to (i) ofsub-regulation (2) of Regulation 46 and para C D and E of Schedule V shall not bemandatory for the time being in respect of the following class of companies:
The listed entity having Paid-up Equity Share Capital not exceeding Rs. 10 Crore andNet Worth not exceeding Rs. 25 Crore as on the last day of the previous financial yearand the Listed Entity which has listed its specified securities on the SME Exchange.
Since it is neither listed exclusively on the SME Exchange nor its paid-up sharecapital and net-worth exceeds the prescribed threshold limits so Regulations 17 to 27 andRegulation 46 are not applicable on the Company.
21. PERFORMANCE EVALUATION OF THE BOARD
SEBI (Listing Obligations and Disclosure Requirement) Regulation 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The framework includesthe evaluation of Director on various parameters such as:
Board dynamics and relationship
Relationship with stakeholders
Company performance and strategy
Tracking Board and committees effectiveness
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Audit Committee Nomination & RemunerationCommittee Share Transfer Committee and Finance and Investment Committee.
In respect of the above mentioned Evaluation framework a structured questionnaire wasprepared after taking into consideration of the various aspects of the Board & itsCommittees execution and performance of specific roles duties obligations andgovernance. The performance evaluation of Committees Executive Directors Non-ExecutiveDirectors and Independent Directors was completed.
The Performance evaluation of the Chairman Non-Executive Directors & Board as awhole was carried out by the Independent Directors. The Board of Directors expressed theirsatisfaction with the evaluation process carried out their own performance evaluation tooknown as "Self Assessment".
22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013
Pursuant to Section 186(11) of the Companies Act 2013 disclosure under Section134(3)(g) of the Companies Act 2013 is not applicable on the Company.
23. ORDERS PASSED BY THE REGULATORS OR COURTS IF ANY
No significant and material orders were passed by the Regulators Courts or Tribunalsimpacting the going concern status and Company's Operation in future.
24. PARTICULARS OF EMPLOYEES
In Compliance with Section 197(12) of the Companies Act 2013 read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the detailsof the remuneration of Directors Key Managerial Personnel and Employees find hereinbelow:
A. DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014
The Ratio of remuneration of each Director to the median remuneration of the employeesof the Company for the financial year 2019-20:
*Note: None of the Director receives any remuneration from the Company.
(i) . the percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive
Officer Company Secretary or Manager if any in the financial year-Nil
(ii) . the percentage increase in the median remuneration of employees in the financialyear: Nil
(iii) . As of 31stMarch 2020 total no. of permanent employees on the rollof the Company:7
(iv) . Average percentile increase already made in the salaries of employees other thanmanagerial
personnel in the last financial year cannot be compared with the percentile increase inthe managerial remuneration as the managerial personnel were not paid any salary in thelast financial year.
(i) the key parameters for any variable component of remuneration availed by thedirectors; - Nil
(vi). The Company affirms that remuneration given to employees is as per theremuneration policy of the Company.
B. DISCLOSURE UNDER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT AND REMUNERATIONOF MANAGERIAL PERSONNEL) RULES 2014
The Details of top ten employees in terms of remuneration drawn are attached in thisBoard's Report as Annexure-III.
Further no Director / employee of the Company was in receipt of amount exceeding asalary of Rs. 850000/- per month or more when employed for a part of the financial yearand Rs. 10200000/- per annum or more when employed for whole of the year under theprovision of Rule 5 (2) & (3) Of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended from time to time.
25. HUMAN RESOURCES
The Company recognizes people as its most valuable asset and it has built an opentransparent and meritocratic culture to nature this asset. The company has kept a sharpfocus on Employee Engagement. The Company's Human Resources is commensurate with the sizenature and operation of the Company.
26. STATUTORY AUDITORS
M/s. Krishan Rakesh & Co. Chartered Accountants (FRN: 009088N) had been appointedas theStatutory Auditors of the Company from the conclusion of the 34th AnnualGeneral Meeting (AGM') held on 10thSeptember 2016 for a term of fiveyears ending March 31 2021 subject to ratification oftheir appointment at every AGM.However pursuant to the Companies (Amendment) Act 2017 which was notified on 7th May2018 the provision related to ratification of appointment of auditors by Members ateveryAGM has been done away with.
27. STATUTORY AUDITORS' REPORT
There are no qualifications reservations or adverse remarks made in the StatutoryAuditors' Report.The observation made by the Auditors are self - explanatory and do notrequire any further clarifications under Section 134(3)(f).
The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company in the year under review.
28. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Sonal Jain & Associates Practicing Company Secretary to undertake theSecretarial Audit of the Company for the Financial Year 2019-20.
29. SECRETARIAL AUDITORS' REPORT
The Report of the Secretarial Auditor in Form MR-3 is annexed herewith as "AnnexureIV" which forms part of the Board Report. The remarks made by the Auditoralong with the clarifications by the Board are mentioned herein:
30. CORPORATE POLICY
We seek to promote and follow the highest level of ethical standards in our businesstransactions. The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015mandated the formulation of certain policies for all listed companies. All the policiesare available on the website of the Company.
The Policies are reviewed periodically by the Board and updated on the basis of needand new Compliance.
The Key Policies are as follows:
31. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT 2013
The Board confirms that no complaints/ cases has been filed / pending with the Companyunder the Prevention of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 during the financial year2019-20.
32. DISCLOSURE ABOUT COST AUDIT
As per the Cost Audit Orders Cost Audit is not applicable to the Company for theFinancial Year 201920.
33. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy)Rules 2014 is not applicable as the Company is not covered under the criteria mentionedin Section 135(1) of the Companies Act 2013.
34. EMPLOYEE STOCK OPTIONS DETAILS
During the year under review the Company has no Employee's Stock Options schemes.
35. MANAGEMENT DISCUSSIONS AND ANALYSIS
The Management Discussion and Analysis forms part of this Annual Report for the yearended
31stMarch 2020 and is attached as Annexure-V of this AnnualReport for the reference of the stakeholder.
36. INTERNAL CONTROL SYSTEM
The Company has in place an established internal control system designed to ensureproper recording of financial and operational information and compliance of variousinternal control and other regulatory and statutory compliances. Internal Audit has beenconducted throughout the organization by qualified outside Internal Auditors. Findings ofthe Internal Audit Report are reviewed by the top management and by the Audit Committeeinvariably and proper follow up actions are ensured wherever require. The StatutoryAuditors have evaluated the system of Internal Controls of the
Company and have reported that the same are adequate and commensurate with the size ofthe Company and nature of its business.
37. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
In View of the nature of the activities carried out by the Company Section 134(3)(m)of the Companies Act 2013 read with Companies (Accounts) Rules 2014 relating toconservation of energy and technology absorption are not applicable to the Company.During the year under review the Company had no earnings and expenditure in foreignexchange.
38. ACKNOWLEDGEMENT AND APPRECIATION
Your Directors would like to express their grateful appreciation for assistance andcooperation received from the Banks Government Authorities Customers Vendors andMembers during the year under review. Your Directors also wish to place on record theirdeep sense of appreciation for the committed services of the Executives staff and workersof the Company at all levels.
By order of the Board For Bazel International Ltd.