Pazel International Limited
Your Directors have pleasure in presenting the 39th Annual Report together with theaudited statements for the period ended on March 31 2020.
(Amount in Lakhs)
|PARTICULARS ||31.03.2020 ||31.03.2019 |
|Revenue from Operations ||- ||83.99 |
|Other Income ||116.48 ||146.48 |
|TOTAL INCOME ||116.48 ||230.47 |
|TOTAL EXPENSES ||45.09 ||153.31 |
|Profit/(Loss) For The Year Before Taxation ||71.40 ||77.16 |
|Tax Expenses || || |
|(a) Current Tax ||18.61 ||20.06 |
|(b) Deferred Tax ||- ||- |
|(c) Income Tax of Earlier Years ||- ||- |
|Profit /(Loss) for the year ||52.78 ||57.10 |
|Other Comprehensive Income ||- ||- |
|Total Comprehensive Income for the year ||52.78 ||57.10 |
|Earnings Per Equity Share (Face Value Rs. 1/- Per Share): || || |
|Basic ||0.03 ||0.03 |
|Diluted ||0.03 ||0.03 |
The financial statements have been prepared in accordance with the applicableaccounting standards.
During the year the Company has generated total revenue of Rs. 116.48 lakhs ascompared to previous year's total revenue of Rs. 230.47 lakhs. The Profit after tax("PAT") attributable to shareholders for F.Y. 2019-20 was Rs. 52.78 lakhsregistering a lapse of approximately 8% percent as against the PAT of 57.10 lakhs for F.Y.2018-19. Further details are included in notes to Accounts of Financial Statements.
During the year under review the Company has changed its principal business activitiesto Food and Restaurant Business vide special resolution passed by members at an extraordinary general meeting of the Company held on Friday June 21 2019 and the Company hasgradually started its business operations under new line of business since September 2019.However due to COVID-19 pandemic business operations of the Company were badly affectedand the Board of directors has initiated looking after to various business opportunitiesfor its growth and expansion in near future. Accordingly the Board has decided to alterits Main Object Clause of the Company and the same is recommended to members for approvalat 39th AGM.
DIVIDEND AND RESERVES:
The director does not propose any dividend for the financial year. The closing balanceof the retained earnings of the Company for F.Y. 2020 after all appropriation andadjustments was Rs. 154.70 lakhs.
During the year under review there have been no changes in share capital of theCompany. The paid-up Equity Share Capital of the Company as on March 31 2020 was Rs.176100000. Further there was no public issue rights issue bonus issue orpreferential issue etc. during the year. The Company has not issued shares withdifferential voting rights or sweat equity shares nor has it granted any stock optionsduring the Financial Year 2019-20.
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 2013("the Act") read together with the Companies (Acceptance of Deposits) Rules2014 was outstanding as on the date of the Balance Sheet.
SUBSIDIARY ASSOCIATE AND JOINT VENTURE:
The Company has no subsidiary or associate company. Further the company has notentered into joint venture.
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 the Actyour Directors confirm that:
|a) in the preparation of the annual accounts for the financial year ended March 31 2020 the applicable accounting standard had been followed along with proper explanation relating to material departures. |
|b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review. |
|c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. |
|d) the directors had prepared the accounts for the financial year ended March 31 2020 on a going concern basis. |
|e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. |
|f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively |
DIRECTORS AND KEY MANAGERIAL PERSONNEL's (KMP's):
The list of Directors & Key Managerial Personnel's (KMP's) of the Company as onMarch 31 2020 are as follows:
|1. Mr. Satish Srinath Bhagat (DIN: 07967667) : ||Additional Independent Director and Chairman |
|2. Mr. Rushabh Ashwin Choksi (DIN: 08433324) : ||Managing Director |
|3. Mrs. Sonal Sagar (DIN: 08182085) : ||Independent Director |
|5. Mr. Komal Tribhovandas Fofaria (DIN: 08530037) : ||Non-Executive Director |
|5. Mr. Imteyaz Mohammad Shafi Shaikh (DIN: 08248302): ||Executive Director |
|6. Ms. Shweta Jethwani (PAN: BFSPJ0944N) : ||Company Secretary |
During the year under review the changes that took place in the composition of theBoard & KMP's are as follows:
|a) Mr. Gajendra Mishra (PAN: CCBPM5716L) has resigned from the post of Chief Financial Officer of the Company w.e.f. June 15 2019 |
|b) Mr. Harshil Jitendrabhai Amin (PAN: ADFPA5324H) was appointed as Chief Financial Officer w.e.f. April 09 2019 and resigned w.e.f. October 23 2019. |
|c) Mr. Rushabh Ashwin Choksi (DIN: 08433324) has been appointed as a Managing Director w.e.f May 10 2019. |
|d) Ms. Shweta Jethwani (PAN: BFSPJ0944N) has been appointed as Company Secretary and Compliance Officer of the Company w.e.f. June 15 2019. |
|e) Mr. Ramawatar Mittal (DIN: 02798093) has resigned from the post of Directorship and Chairman w.e.f. August 14 2019. |
|f) Mr. Chetan Sagar (DIN: 08182100) has resigned from the post of Independent Director w.e.f. August 14 2019. |
|g) Mr. Mr. Navin Thakur (DIN: 02457622) has resigned from the post of directorship of the Company w.e.f. August 31 2019. |
|h) Mr. Imteyaz Mohammad Shafi Shaikh (DIN: 08248302) regularized as an Executive Director in 38th Annual General Meeting held during the year under review. |
|i) Mr. Komal Tribhovandas Fofaria (DIN: 08530037) and Mr. Nirav Jitendra Shah (DIN: 02334269) have been appointed as Additional Directors of the Company w.e.f. August 14 2019 and were regularized as Non-Executive and Independent Directors respectively in 38th Annual General Meeting held during the year under review. |
|j) Mr. Satish Srinath Bhagat (DIN: 07967667) has been appointed as an Additional Independent Director and Chairman of the Company w.e.f. February 11 2020. |
|k) Mr. Nirav Jitendra Shah (DIN: 02334269) has resigned from the post of Independent Director w.e.f. February 11 2020. |
Post financial year following changes have took place in the composition of the Board& KMP's:
a) Ms. Shweta Jethwani (PAN: BFSPJ0944N) has resigned from the post of CompanySecretary and Compliance Officer of the Company w.e.f. June 30 2020.
b) Mr. Milin Ramani (PAN: BAJPR2863N) has been appointed as Company Secretary andCompliance Officer of the Company w.e.f. July 1 2020.
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Imteyaz Mohammad Shafi Shaikh (DIN: 08248302) is retiring by rotation at theforthcoming Annual General Meeting and being eligible has been recommended forreappointment as a director liable to retire by rotation by the Board.
Details about the directors being appointed / re-appointed are given in the Notice ofthe forthcoming Annual General Meeting being sent to the members along with the AnnualReport.
None of the Directors are disqualified for being appointed as the Director of theCompany in terms of Section 164 of the Companies Act 2013. The company has receiveddeclaration from all the independent directors of the company confirming that they meetthe criteria of Independence as prescribed under section 149(6) of the Companies Act 2013and Regulation 16 read with Regulation 25 of SEBI LODR Regulations. The IndependentDirectors have confirmed that they are not aware of any circumstances or situation whichexists or reasonably anticipated that could impair or impact his/her ability to dischargehis/her duties with an objective independent judgment and without any external influence.
In the opinion of the board the independence directors possess the requisite expertiseand experience and are the person of integrity and repute. They fulfill the Conditionsspecified in the Companies Act 2013 and the rules made there under and are independent ofthe management. Further all the independent directors on the Board of the Company areregistered with the Indian Institute of Corporate Affairs Manesar Gurgaon("IICA") as notified by the Central Government under Section 150(1) of theCompanies Act 2013 and as applicable shall undergo online proficiency self-assessmenttest within the time prescribed by the IICA.
MEETING OF THE BOARD AND COMMITTEES:
During the year Eight 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 LODR Regulations andsecretarial standards were adhered to while considering the time gap between 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.
FORMAL ANNUAL EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of the SEBILODR Regulations a separate exercise was carried out to evaluate the performance ofindividual Directors including the Chairman of the Board who were evaluated on parameterssuch as level of engagement and contribution and independence of judgment therebysafeguarding the interest of the Company. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors. The boardalso carried out annual performance evaluation of the working of its Audit Nomination andRemuneration as well as Shareholders / Investors Relations and Grievance Committee. TheDirectors expressed their satisfaction with the evaluation process.
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. The said policy is available on website of the Company athttps://pazel.in.
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 Act read with Rule 5(2) & 5(3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The familiarization program aims to provide the Independent Directors their rolesresponsibilities in the Company nature of the industry business model processes &policies and the technology and the risk management systems of the Company theoperational and financial performance of the Company significant development so as toenable them to take well informed decisions in timely manner. Further the Directors areencouraged to attend the training programmers' being organized by various regulators /bodies / institutions on above matters. The policy on Company's familiarization programfor independent directors has been uploaded on the website of the Company athttps://pazel.in
i) Statutory Auditors:
The Statutory Auditors M/s. MNNY & Associates Chartered Accountants (ICAI FirmRegistration No. 114018W) was appointed in 36th Annual General Meeting to hold officetill the conclusion of 41st Annual General Meeting i.e. for a term of five consecutiveyears subject to ratification of the appointment by the members at every Annual GeneralMeeting. The requirement to place the matter relating to ratification in appointment ofAuditors by Members at every Annual General Meeting is done away vide notification datedMay 7 2018 issued by the Ministry of Corporate Affairs New Delhi. Accordingly noresolution is proposed for ratification of appointment of Auditors.
There are no observations reservations or adverse remarks made by the statutoryauditors in the audit report. Further no fraud was reported by the Auditors of theCompany to the Audit Committee pursuant to section 143(12) of the Act.
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:
|Observations ||Comments |
|There was a delay in one month for appointment of Company Secretary and Compliance Officer. ||The company was scouting for suitable candidate(s) and this took time and hence there was no whole-time Company Secretary. However the Company has appointed a whole time company secretary Ms. Shweta Jethwani (PAN: BFSPJ0944N) w.e.f. June 15 2019. |
|The Chief Financial Officer of the Company has resigned from the Company w.e.f. June 15 2019. ||After the resignation of Mr. Mishra the Company has conducted several interviews for the post of Chief Financial Officer. In spite of conducting several interviews the Company did not find suitable candidate for the said post and a suitable candidate will be appointed to fill the said designation at the earliest. |
|The Company is in due course of developing its new website. ||As suggested by new vendor the Company has developed its new website https://pazel.in/ However the same will be updated in due course. |
|Compliance Certificate under regulation 7(3) of SEBI (LODR) Regulations 2015 for the half year ended September 30 2019 is submitted on May 16 2020. ||Due to oversight and without and malafide intention the same was not filed on time. however the company has duly filed the same. |
|The Company has sent only initial reminder to shareholders holding shares in physical mode. ||The Company has sent initial reminder to three shareholders holding shares in physical mode through registered post. However they have denied accepting the same. Accordingly Company has decided not to send subsequent reminders in order to save the cost involved. |
Further pursuant to the circular issued by the SEBI dated 8 February 2019Secretarial Auditor has issued the "Annual Secretarial Compliance Report" forthe year ended on March 31 2020 and the same was submitted to the 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 2019-20 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:
The Company has adopted Whistle Blower Policy and Vigil Mechanism for its directors andemployees in terms of provisions of the SEBI LODR Regulations and the Companies Act 2013and no personnel have been denied access to the Audit Committee. Protected Disclosures andother communication can be made in writing by an email addressed to the Chairman of theAudit Committee. The Vigil Mechanism Policy has been uploaded on the website of theCompany at https://pazel.in During the year no complaint has been received.
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. The policy on related party transactions hasbeen uploaded on the website of the Company at https://pazel.in. Further pursuant toRegulation 23(9) of the SEBI LODR Regulations your Company has filed the half yearlyreports on related party transactions with the Stock Exchange.
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 provideunder the financial statements.
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.Further no cases of sexual harassment was reported during the year.
MANAGEMENT DISCUSSION AND ANALSIS REPORT:
The Management Discussion and Analysis Report in terms of the provisions of Regulation34 read with Schedule V of the SEBI LODR Regulations is enclosed as a part of this report.
Pursuant to Regulation 34(3) read with Schedule V of the SEBI LODR Regulations aseparate 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 the SEBI LODR Regulations the certification by the Managing Director and/orChief Financial Officer on the financial statements and Internal Controls relating tofinancial reporting has been obtained.
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).
a. During the year under Report no funds were raised through preferential allotment orqualified institutional placement
b. 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;
c. There are no material changes and commitments affecting the financial position ofyour Company which have occurred between the end of the financial year 2019-20 and thedate of this report.
d. The provisions of Corporate Social Responsibility (CSR) are not applicable to yourcompany.
Your Directors thank all our esteemed shareholders customers banks financialinstitutions creditors suppliers and contractors within the country and overseas fortheir continued support faith and trust reposed in the professional integrity of theCompany. 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 alsowish to convey their sincere appreciation to all employees at all levels for theirdedicated efforts and consistent contributions and co-operation extended and is confidentthat they will continue to contribute their best towards achieving still betterperformance in future.
| || ||BY ORDER OF THE BOARD |
| ||Sd/- ||Sd/- |
| ||Rushabh Choksi ||Imteyaz Shaikh |
| ||Managing Director ||Director |
|Dated: September 15 2020 Place: Mumbai ||DIN:08433324 ||DIN: 08248302 |