Pazel International Ltd.
|BSE: 504335||Sector: Others|
|NSE: N.A.||ISIN Code: INE040N01029|
|BSE 00:00 | 15 Jan||0.29||
|NSE 05:30 | 01 Jan||Pazel International Ltd|
|Mkt Cap.(Rs cr)||5|
|Mkt Cap.(Rs cr)||5.11|
Pazel International Ltd. (PAZELINTERNATIO) - Director Report
Company director report
Pazel International Limited (Formerly Rutron International Limited)
Your Directors have pleasure in presenting the 38th Annual Report together with theaudited statements for the period ended on 31st March 2019.
(Amount in Lakhs)
The principal activity of the Company is 'Trading in Various Goods. There have been nosignificant changes in the nature of the principal activities during the financial year.The Company is trying to make the optimum use of the resources so available. However postfinancial year the Company has changed its principal business activities to Food andRestaurant Business vide special resolution passed by members at extra ordinary generalmeeting of the Company held on Friday June 21 2019.
The Company has witnessed significant growth in earning profit during this year inspite of sluggish economic conditions. Your Company is positioned well for the future onaccount of its financial strength and proven business strategy that has helped yourcompany to succeed in strong and weak economic environment and most importantly adedicated and well trained team of people working together to achieve company's businessgoals.
During the year the Company has generated revenue from operations of Rs. 133.34 lakhsas against the revenue of Rs. 341.25 lakhs during the previous year. The company hasearned net profit of Rs. 57.10 lakhs during the financial year as against the net profitof Rs 49.55 lakhs during the previous year. Further details are included in notes toAccounts of Financial Statements.
There are no material changes and commitments affecting the financial position of yourCompany which have occurred between the end of the financial year 2018-19 and the date ofthis report. Further during the year under review the Securities Appellate Tribunal videits order revoked the suspension in trading of shares of the Company and trading in sharesof the Company has commenced w.e.f. September 2018.
DIVIDEND AND RESERVES:
The director does not propose any dividend for the financial year. Further the companydoes not propose to carry any amount to the reserves.
There were no changes in share capital of the Company during the period under review.
Your Company has not accepted any deposits and as such no amount on account ofprincipal or interest on public deposit under section 73 and 74 of the Companies Act 2013read together with the Companies (Acceptance of Deposits) Rules 2014 was outstanding ason the date of the Balance Sheet.
The Company has no holding or associate company. The company has not entered into jointventure.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. The companyhas been addressing various risks impacting the company and brief view of the company onrisk management is provided elsewhere in this annual report in Management Discussion andAnalysis Report.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.The Company continues to ensure proper and adequate systems and procedures commensuratewith its size and nature of its business.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that:
a) in the preparation of the annual accounts for the financial year ended 31st March2019 the applicable accounting standard had been followed along with proper explanationrelating to material departures.
b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for the year under review.
c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provision of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
d) the directors had prepared the accounts for the financial year ended 31st March2019 on a going concern basis.
e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The list of Directors & Key Managerial Persons of the Company as on March 31 2019are as follows:
1. Mr. Navin Thakur (DIN: 02457622) : Whole-time Director
2. Mr. Ramawatar Mittal (DIN: 02798093) : Chairman and Non-Executive Director
3. Mrs. Sonal Sagar (DIN: 08182085) : Independent Director
4. Mr. Chetan Sagar (DIN: 08182100) : Independent Director
5. Mr. Imteyaz Mohammad Shafi Shaikh (DIN: 08248302) : Additional Executive Director
6. Mr. Gajendra Mishra (PAN: CCBPM5716L) : Chief Financial Officer
During the year under review the changes that occurred in the composition of the Board& key managerial persons are as follows:
a) Mr. Mukesh Chouhan (DIN: 01090113) has resigned from Directorship and Chairman ofthe Company w.e.f. May 30 2018.
b) Mr. Navin Thakur (DIN: 02457622) was appointed as whole-time Director of the Companyw.e.f. May 30 2018.
c) Mrs. Chhaya Soni (DIN: 02074162) ceased to be a Director w.e.f. April 11 2018.
d) Mr. Ramawatar Mittal (DIN: 02798093) has been appointed as a Non-Executive directorw.e.f. November 13 2018.
e) Mr. Gajendra Mishra was appointed as a Chief Financial Officer w.e.f. May 30 2018.
f) Ms. Trisha Tahalramani (ACS No-A45099) an associate member of Institute of CompanySecretaries of India was appointed as the company secretary and compliance officer of thecompany w.e.f. August 14 2018. Further she resigned from the said post w.e.f. November13 2018.
g) Mr. Chetan Sagar (DIN: 08182100) and Mrs. Sonal Sagar (DIN: 08182085) were appointedas Additional Directors of the Company w.e.f. August 14 2018 and were regularized asIndependent Directors in 37th Annual General Meeting held during the year under review.
h) Mr. Ashok Soni (DIN: 02074150) has resigned from the post of IndependentDirectorship of the company w.e.f. November 13 2018.
i) Mr. Imteyaz Mohammad Shafi Shaikh (DIN: 08248302) has been appointed as anAdditional Executive Director w.e.f. February 04 2019.
Post financial year following changes have took place in the composition of the Board& Key Managerial Persons:
a) Mr. Gajendra Mishra (PAN: CCBPM5716L) has resigned from the post of Chief FinancialOfficer of the Company w.e.f. June 15 2019
b) Mr. Harshil Jitendrabhai Amin (PAN: ADFPA5324H) has been appointed as ChiefFinancial Officer in terms of section 203 of Companies Act 2013 w.e.f. April 09 2019.
c) Mr. Rushabh Ashwin Choksi (DIN: 08433324) has been appointed as a Managing Directorin terms of section 196 197 and 203 of the Companies Act 2013 w.e.f May 10 2019.
d) Ms. Shweta Jethwani (PAN: BFSPJ0944N) has been appointed as Company Secretary andCompliance Officer of the Company w.e.f. June 15 2019.
e) Mr. Ramawatar Mittal (DIN: 02798093) has resigned from the post of Directorship andChairman in terms of section 168 of Companies Act 2013 w.e.f. August 14 2019.
f) Mr. Chetan Sagar (DIN: 08182100) has resigned from the post of Independent Directorin terms of section 168 read with section 149 of Companies Act 2013 w.e.f. August 142019.
g) Mr. Komal Tribhovandas Fofaria (DIN: 08530037) and Mr. Nirav Jitendra Shah (DIN:02334269) have been appointed as Additional Directors of the Company in the category ofNon-Executive and Independent Directors respectively w.e.f. August 14 2019.
Further pursuant to provisions of section 152(6) none of the directors of the companyare liable to retire by rotation at 38th AGM as Mrs. Sonal Sagar being an IndependentDirector is not liable to retire by rotation and other three directors namely Mr. ImteyazMohammad Shaft Shaikh and Mr. Nirav Jitendra Shah and Mr. Komal Tribhovandas Fofaria arebeing re-appointed at the AGM.
None of the Directors are disqualified for being appointed as the Director of theCompany in terms of section 164 of the Companies Act 2013.Further the Company after dueassessment took on record the necessary declaration received from the IndependentDirectors under section 149(7) of the Companies Act 2013 that they meets the criteria ofIndependence laid down in section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of the SEBI Listing Regulations and also in the opinion of the Board and asconfirmed by the Director they fulfill the conditions specified in section 149 of theCompanies Act 2013 and the Rules made thereunder.
During the year under review the Non-Executive Directors of the Company had nopecuniary relationship or transactions with the Company other than sitting feescommission perquisites and reimbursement of expenses incurred by them for the purpose ofattending meetings of the Board / Committees of the Company.
MEETING OF THE BOARD and BOARD COMMITTEES:
During the year Four Board Meetings were held. The Details of the meetings andattendance thereof have been given in Corporate Governance Report which a forms part ofAnnual Report. The provisions of Companies Act 2013 SEBI (Listing Obligation andDisclosure Requirement) Regulations 2015 (herein after referred as SEBI ListingRegulations) and secretarial standards were adhered to while considering the time gapbetween two meetings. A calendar of meeting is prepared and circulated in advance.
Further the details of the various committees of the Board the attendance of themembers there at and other requisite details are provided in the Corporate GovernanceReport forms an integral part of this Annual Report.
PERFORMANCE EVALUATION OF THE BOARD COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referredto as Listing Regulations) a separate exercise was carried out to evaluate theperformance of individual Directors including the Chairman of the Board who were evaluatedon parameters such as level of engagement and contribution and independence of judgmentthereby safeguarding the interest of the Company. The performance evaluation of theIndependent Directors was carried out by the entire Board. The performance evaluation ofthe Chairman and the Non Independent Directors was carried out by the IndependentDirectors. The board also carried out annual performance evaluation of the working of itsAudit Nomination and Remuneration as well as Shareholders / Investors Relations andGrievance Committee. The Directors expressed their satisfaction with the evaluationprocess.
The Board has on the recommendation of the Nomination & Remuneration committeeframed a policy for selection and appointment of Directors Managerial Personnel and theirremuneration. The remuneration policy as adopted by the company envisages payment ofremuneration according to qualification experience and performance at different levels ofthe organization.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:
Disclosures of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided as Annexure A.
During the year under review there are no employees who comes within the purview ofsection 134 (3)(q) of the Companies Act 2013 read with Rule 5(2) & 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
Independent Directors are familiarised with their roles rights and responsibilities inthe company as well as with the nature of industry and business model of the companythrough various internal programmes and through presentations on economy & industryoverview key regulatory developments strategy and performance which are made to theDirectors from time to time.
i) Statutory Auditors:
The Statutory Auditors M/s. MNNY & Associates Chartered Accountants (ICAIFirm Registration No. 114018W) was appointed in 36th Annual General Meeting to holdoffice till the conclusion of 41st Annual General Meeting i.e. for a term of fiveconsecutive years subject to ratification of the appointment by the members at everyAnnual General Meeting. The requirement to place the matter relating to ratification inappointment of Auditors by Members at every Annual General Meeting is done away videnotification dated May 7 2018 issued by the Ministry of Corporate Affairs New Delhi.Accordingly no resolution is proposed for ratification of appointment of Auditors.
There are no observations reservations or adverse remarks made by the statutoryauditors in the audit report.
ii) Secretarial Auditor:
According to the provision of section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit Report submitted by Secretarial Auditor Mrs. Amita Karia CompanySecretary in practice is enclosed as a part of this report as Annexure B.
Comments on Secretarial Auditor's Report:
Other comments of the auditor are self-explanatory and the company shall endeavor itsbest to make the requisite compliances. Further pursuant to the circular issued by theSEBI dated 8 February 2019 Secretarial Auditor has issued the "Annual SecretarialCompliance Report" for the year ended on March 31 2019 and the same was submitted tothe stock exchange in time.
iii) Internal Auditor:
M/s. R L Agrawal & Associates Practicing Chartered Accountant Mumbai performedthe duties of internal auditors of the company for the Financial Year 2018-19 and theirreport is reviewed by the audit committee from time to time.
iv) Cost Auditor:
The Company is not required to appoint cost auditor pursuant to provisions of section148 of the Companies Act 2013 and rules made thereunder.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Conservation of energy and technology absorption information pursuant to section134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules2014 is not applicable to the Company. There are no foreign exchange earnings and outgoduring the year.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
Pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013 aVigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww. pazelinternational.com/whistleblower.html. During the year no complaint has beenreceived.
RELATED PARTY TRANSACTIONS:
There were no materially significant related party transactions with the Company'sPromoters Directors Management or their relatives which could have a potential conflictwith the interests of the Company; hence details are not required to be given under AOC-2. The details of the related party transactions are provided elsewhere in this annualreport in the notes to accounts to the financial statements. Transactions with relatedparties entered by the Company in the normal course of business are periodically placedbefore the Audit Committee for its approval. This Policy has been uploaded on the websiteof the Company at www.pazelinternational.com/relatedparty.html.
EXTRACT OF ANNUAL RETURN:
As required under the provisions of sections 134(3)(a) and 92(3) of the Companies Act2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014(including any statutory modification(s) or re-enactment thereof for the time being inforce) the extract of annual return in Form No. MGT-9 is annexed herewith as AnnexureC to this report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The provisions of section 186 of the Companies Act 2013 requiring disclosure in thefinancial statements giving particulars of the loans given investment made or guaranteegiven or security provided and the purpose for which the loan or guarantee or security isproposed to be utilised by the recipient of the loan or guarantee or security is notapplicable to your company since no transactions of such nature has been undertaken orentered into by your company.
POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2013:
The Company has zero tolerance for sexual harassment at the workplace. During the yearunder review the Company is neither required to adopt policy for prevention of SexualHarassment of Women at Workplace nor to constitute Internal Complaints Committee under theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
During the year your Company has not passed any resolution through Postal Ballot.
MANAGEMENT DISCUSSION AND ANALSIS REPORT:
The Management Discussion and Analysis Report in terms of the provisions of Regulation34 of the SEBI (Listing Regulations and Disclosure Requirements) Regulations 2015(Listing Regulations) is enclosed as a part of this report.
Pursuant to Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations 2015a separate section on Corporate Governance practices followed by Company together with aCertificate from Practicing Chartered Accountant confirming compliance forms an integralpart of this Report. A copy of Certificate issued by practicing chartered accountant formspart of this report.
In terms of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the certification by the Whole Time Director and/or ChiefFinancial Officer on the financial statements and Internal Controls relating to financialreporting has been obtained.
INDIAN ACCOUNTING STANDARDS (IND AS):
The Ministry of Corporate affairs vide its notification dated February 16 2015 hasnotified the Companies (Indian Accounting Standards) Rules 2015. In pursuance of thisnotification financial statements of the Company are prepared in accordance with IndianAccounting Standards.
During the year under review the Company has complied with Secretarial Standards onmeetings of the Board of Directors and on General Meetings issued by the Institute ofCompany Secretaries of India in terms of Section 118(10) of the Companies Act 2013.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Your Company did not have any funds lying unpaid or unclaimed for a period of Sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review.
a. Issue of equity shares with differential right as to dividend voting or otherwise;
b. Issue of Shares (Including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report;
c. No significant or material order was passed by the regulators or courts or tribunalswhich impact the going concern status and the Company's operation in future; However theSecurities Appellate Tribunal vide its order revoked the suspension in trading of sharesof the Company and trading in shares of the Company has commenced w.e.f. September 2018.
d. The provisions of Corporate Social Responsibility (CSR) are not applicable to yourcompany.
Your Directors are grateful to the Investors for their continued patronage andconfidence in the Company over the past several years. Your Directors also thank theCentral and State Governments other Statutory and Regulatory Authorities for theircontinued guidance assistance co-operation and support received. Your Directors thankall our esteemed clients associates vendors and contractors within the country andoverseas for their continued support faith and trust reposed in the professionalintegrity of the Company. Your Directors also wish to convey their sincere appreciation toall employees at all levels for their dedicated efforts and consistent contributions andco-operation extended and is confident that they will continue to contribute their besttowards achieving still better performance in future.