Pazel International Ltd Directors Report.

To,

The Members

Pazel International Limited (Formerly Rutron International Limited)

Your Directors have pleasure in presenting the 38th Annual Report together with the audited statements for the period ended on 31st March, 2019.

FINANCIAL RESULTS:

(Amount in Lakhs)

PARTICULARS 31.03.2019 31.03.2018
Revenue from Operations 133.34 341.25
Other Income 97.13 78.27
TOTAL INCOME 230.47 419.52
TOTAL EXPENSES 153.31 361.49
Profit/(Loss) For The Year Before Taxation 77.16 58.02
Tax Expenses
(a) Current Tax 20.06 11.06
(b) Deferred Tax - (2.58)
(c) Income Tax of Earlier Years - -
Profit /(Loss) after tax 57.10 49.55
Other Comprehensive Income - -
Total Comprehensive Income for the year 57.10 49.55
Earnings Per Equity Share (Face Value Rs. 1/- Per Share):
Basic 0.03 0.03
Diluted 0.03 0.03

PRINCIPAL ACTIVITY:

The principal activity of the Company is Trading in Various Goods. There have been no significant 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, post financial year the Company has changed its principal business activities to Food and Restaurant Business vide special resolution passed by members at extra ordinary general meeting of the Company held on Friday, June 21, 2019.

BUSINESS REVIEW:

The Company has witnessed significant growth in earning profit during this year in spite of sluggish economic conditions. Your Company is positioned well for the future on account of its financial strength and proven business strategy that has helped your company to succeed in strong and weak economic environment and most importantly a dedicated and well trained team of people working together to achieve companys business goals.

FINANCIAL HIGHLIGHTS:

During the year, the Company has generated revenue from operations of Rs. 133.34 lakhs as against the revenue of Rs. 341.25 lakhs during the previous year. The company has earned net profit of Rs. 57.10 lakhs during the financial year as against the net profit of Rs 49.55 lakhs during the previous year. Further details are included in notes to Accounts of Financial Statements.

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 2018-19 and the date of this report. Further, during the year under review, the Securities Appellate Tribunal vide its order revoked the suspension in trading of shares of the Company and trading in shares of 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 company does not propose to carry any amount to the reserves.

SHARE CAPITAL:

There were no changes in share capital of the Company during the period under review.

DEPOSIT:

Your Company has not accepted any deposits and as such no amount on account of principal or interest on public deposit under section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 was outstanding as on the date of the Balance Sheet.

SUBSIDIARY:

The Company has no holding or associate company. The company has not entered into joint venture.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The company has been addressing various risks impacting the company and brief view of the company on risk management is provided elsewhere in this annual report in Management Discussion and Analysis Report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with 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 Companies Act, 2013, your Directors confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2019 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 Companies Act, 2013 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 31st March, 2019 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:

The list of Directors & Key Managerial Persons of the Company as on March 31, 2019 are 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 of the Company w.e.f. May 30, 2018.

b) Mr. Navin Thakur (DIN: 02457622) was appointed as whole-time Director of the Company w.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 director w.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 Company Secretaries of India was appointed as the company secretary and compliance officer of the company w.e.f. August 14, 2018. Further, she resigned from the said post w.e.f. November 13, 2018.

g) Mr. Chetan Sagar (DIN: 08182100) and Mrs. Sonal Sagar (DIN: 08182085) were appointed as Additional Directors of the Company w.e.f. August 14, 2018 and were regularized as Independent Directors in 37th Annual General Meeting held during the year under review.

h) Mr. Ashok Soni (DIN: 02074150) has resigned from the post of Independent Directorship of the company w.e.f. November 13, 2018.

i) Mr. Imteyaz Mohammad Shafi Shaikh (DIN: 08248302) has been appointed as an Additional 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 Financial Officer of the Company w.e.f. June 15, 2019

b) Mr. Harshil Jitendrabhai Amin (PAN: ADFPA5324H) has been appointed as Chief Financial 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 Director in 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 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 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 Director in terms of section 168 read with section 149 of Companies Act, 2013 w.e.f. August 14, 2019.

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 of Non-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 company are liable to retire by rotation at 38th AGM as Mrs. Sonal Sagar being an Independent Director is not liable to retire by rotation and other three directors, namely Mr. Imteyaz Mohammad Shaft Shaikh and Mr. Nirav Jitendra Shah and Mr. Komal Tribhovandas Fofaria, are being re-appointed at the AGM.

None of the Directors are disqualified for being appointed as the Director of the Company in terms of section 164 of the Companies Act, 2013.Further the Company after due assessment took on record the necessary declaration received from the Independent Directors under section 149(7) of the Companies Act, 2013, that they meets the criteria of Independence laid down in section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations, and also in the opinion of the Board and as confirmed by the Director, they fulfill the conditions specified in section 149 of the Companies Act, 2013 and the Rules made thereunder.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, perquisites and reimbursement of expenses incurred by them for the purpose of attending 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 and attendance thereof have been given in Corporate Governance Report which a forms part of Annual Report. The provisions of Companies Act, 2013, SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 (herein after referred as SEBI Listing Regulations) and secretarial 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 the members there at and other requisite details are provided in the Corporate Governance Report 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 referred to as Listing Regulations), a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Shareholders / Investors Relations and Grievance Committee. The Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Managerial Personnel and their remuneration. The remuneration policy, as adopted by the company, envisages payment of remuneration according to qualification, experience and performance at different levels of the organization.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

Disclosures of the ratio of the remuneration of each director to the median employees remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure A.

During the year under review, there are no employees who comes within the purview of section 134 (3)(q) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarised with their roles, rights and responsibilities in the company as well as with the nature of industry and business model of the company through various internal programmes and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time.

AUDITORS:

i) Statutory Auditors:

The Statutory Auditors, M/s. MNNY & Associates, Chartered Accountants, (ICAI Firm Registration No. 114018W), was appointed in 36th Annual General Meeting, to hold office till the conclusion of 41st Annual General Meeting i.e. for a term of five consecutive years, subject to ratification of the appointment by the members at every Annual General Meeting. The requirement to place the matter relating to ratification in appointment of Auditors by Members at every Annual General Meeting is done away vide notification 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 statutory auditors in the audit report.

ii) Secretarial Auditor:

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Secretarial Auditor, Mrs. Amita Karia, Company Secretary in practice is enclosed as a part of this report as Annexure B.

Comments on Secretarial Auditors Report:

Observations Comments
The company had appointed Company Secretary and Compliance Officer w.e.f. August 14, 2018 and she has resigned w.e.f. November 13, 2018. However, Ms. Shweta Jethwani (PAN: BFSPJ0944N) has been appointed as Company Secretary and Compliance Officer of the Company w.e.f. June 15, 2019. After resignation, 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 Company has not updated and maintained its website properly as required under Regulation 46 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 Due to some site maintenance issues with existence vendor, the website of the Company is not properly updated and maintained. The company is in process of finding other good vendor(s).
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.

Other comments of the auditor are self-explanatory and the company shall endeavor its best to make the requisite compliances. Further, pursuant to the circular issued by the SEBI dated 8 February, 2019, Secretarial Auditor has issued the "Annual Secretarial Compliance Report" for the year ended on March 31, 2019 and the same was submitted to the stock exchange in time.

iii) Internal Auditor:

M/s. R L Agrawal & Associates, Practicing Chartered Accountant, Mumbai performed the duties of internal auditors of the company for the Financial Year 2018-19 and their report 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 section 148 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 section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable to the Company. There are no foreign exchange earnings and outgo during the year.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www. pazelinternational.com/whistleblower.html. During the year no complaint has been received.

RELATED PARTY TRANSACTIONS:

There were no materially significant related party transactions with the Companys Promoters, Directors, Management or their relatives, which could have a potential conflict with 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 annual report in the notes to accounts to the financial statements. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its approval. This Policy has been uploaded on the website of 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 Act, 2013 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 in force), the extract of annual return in Form No. MGT-9 is annexed herewith as Annexure C to this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The provisions of section 186 of the Companies Act, 2013 requiring disclosure in the financial statements giving particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of the loan or guarantee or security is not applicable to your company since no transactions of such nature has been undertaken or entered 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 year under review, the Company is neither required to adopt policy for prevention of Sexual Harassment of Women at Workplace nor to constitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

POSTAL BALLOT:

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 Regulation 34 of the SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is enclosed as a part of this report.

CORPORATE GOVERNANCE:

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015, a separate section on Corporate Governance practices followed by Company, together with a Certificate from Practicing Chartered Accountant confirming compliance, forms an integral part of this Report. A copy of Certificate issued by practicing chartered accountant forms part of this report.

CEO/CFO CERTIFICATION:

In terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the certification by the Whole Time Director and/or Chief Financial Officer on the financial statements and Internal Controls relating to financial reporting has been obtained.

INDIAN ACCOUNTING STANDARDS (IND AS):

The Ministry of Corporate affairs vide its notification dated February 16, 2015 has notified the Companies (Indian Accounting Standards) Rules, 2015. In pursuance of this notification, financial statements of the Company are prepared in accordance with Indian Accounting Standards.

SECRETARIAL STANDARDS:

During the year under review, the Company has complied with Secretarial Standards on meetings of the Board of Directors and on General Meetings, issued by the Institute of Company 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 Seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following 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 under any scheme save and except ESOS referred to in this Report;

c. No significant or material order was passed by the regulators or courts or tribunals which impact the going concern status and the Companys operation in future; However, the Securities Appellate Tribunal vide its order revoked the suspension in trading of shares of 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 your company.

ACKNOWLEDGMENT:

Your Directors are grateful to the Investors for their continued patronage and confidence in the Company over the past several years. Your Directors also thank the Central and State Governments, other Statutory and Regulatory Authorities for their continued guidance, assistance, co-operation and support received. Your Directors thank all our esteemed clients, associates, vendors and contractors within the country and overseas for their continued support, faith and trust reposed in the professional integrity of the Company. Your Directors also wish to convey their sincere appreciation to all employees at all levels for their dedicated efforts and consistent contributions and co-operation extended and is confident that they will continue to contribute their best towards achieving still better performance in future.

BY ORDER OF THE BOARD
Sd/- Sd/-
NAVIN THAKUR IMTEYAZ SHAIKH
Whole-time Director Additional Director
Dated: August 31, 2019 DIN 02457622 DIN:08248302
Place: Mumbai