Pazel International Ltd Directors Report.

To,

The Members

Pazel International Limited (Formerly Rutron International Limited)

Your Directors have pleasure in presenting the 36th Annual Report together with the audited statement of accounts for the period ended on 31st March, 2017.

FINANCIAL RESULTS: (Amount in Lakhs)
PARTICULARS 31.03.2017 31.03.2016
Revenue from Operations 63.51 118.09
Other Income 92.14 96.45
TOTAL INCOME 155.65 214.54
TOTAL EXPENSES 166.04 229.49
Profit For The Year Before Taxation (10.38) (14.95)
Tax Expenses
(a) Current Tax -
(b) Deferred Tax -
(c) Tax of Earlier Year (136) (3.77)
Profit after tax (11.74) (18.72)

FINANCIAL HIGHLIGHTS:

During the year, the Company has earned revenue from operations of Rs. 63.51 lakhs. However, the company has suffered loss of Rs. 11.74 lakhs during the financial year under review.

RESERVES:

The company does not propose to carry any amount to the reserves.

DIVIDEND:

Due to losses, the director does not propose any dividend for the financial year 2016-17.

SHARE CAPITAL:

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

PUBLIC DEPOSIT:

Your Company has not accepted any public 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.

The Board in their meeting held on August 19, 2016 resolved to close inoperative wholly own subsidiary namely Pazel Global FZE based in Ajman Free Zone of UAE. The said company was inoperative since its incorporation; hence the Board has decided to wind-up the same.

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 the policy of the company on risk management is provided elsewhere in this annual report in Management Discussion and Analysis

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, 2017 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, 2017 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

BOARD AND BOARD COMMITTEES:

During the year Five Board Meetings were held. The Details of the meetings and attendance thereof have been given in Corporate Governance Report. The provisions of Companies Act, 2013 listing agreement and secretarial standards were adhered to while considering the time gap between two meetings. A calendar of meeting is prepared and circulated in advance.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, the changes that occurred in the composition of the Board & key managerial persons are as follows:

a) Mr. Omprakash D Agrawal (Din: 06992044) has been re-appointed as directors liable to retire by rotation.

b) Currently the Company has no CFO & Company Secretary as required under Section 203 of Companies Act, 2013.

Pursuant to provisions of section 152 of the Companies Act, 2013 and subject to Articles of Association, Mr. Omprakash Agrawal (DIN: 06992044), Director of the Company is liable to retire by rotation at an ensuing Annual General Meeting and, being eligible has offered himself for re-appointment.

The Board has recommended for the same. Details about the directors being appointed / re-appointed are given in the Notice of the 36th Annual General Meeting being sent to the members along with the Annual Report.

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. The Company has received declarations from Independent Directors of the Company stating that they have meet criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013.

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.

The performance of the Board members, Committees of the Board and the Board as a whole has been valuated at the meeting of the Committee of Independent Directors, Nomination Committee, and the Board of Directors in their meetings held on March 10, 2017.

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.

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:

M/s. Vishvesh A. Shah & Co., Chartered Accountants, Ahemdabad, (Firm Registration no. 121356W), retiring Statutory Auditor of the Company shall retire at ensuing Annual General Meeting. Pursuant to provisions of section 139 of the Companies Act, 2013 and as per rule 5 and 6 of the Companies (Audit and Auditors) Rules, 2014 the company required to appoint New Statutory Auditor to hold office from the conclusion of 36th AGM till the conclusion of 41st AGM i.e. for five years.

Audit Committee recommended to appoint M/s. MNNY & Associates, Chartered Accountants, (ICAI Firm Registration No. 114018W),

as Statutory Auditors of the Company in place of M/s. Vishvesh A. Shah & Co, the retiring Statutory Auditors, to hold office from the conclusion of 36th AGM till the conclusion of 41st AGM to be held after this meeting, subject to ratification at every Annual General Meeting on such remuneration as may be decided by the Board of Directors in consultation with Audit Committee.

The Auditor has confirmed to the Company that their appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for appointment within the meaning of Section 141(3)(g) of the said Act.

The Board recommends the members for appointment of M/s. MNNY & Associates at an ensuing Annual General Meeting of the Company.

Comments on Auditors Report:

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, M/s. Mihen Halani & Associates, Practicing Company Secretaries is enclosed as a part of this report as Annexure-A.

Comments on Secretarial Auditors Report:

As regards the Company not having appointed the Company Secretary & CFO as required under section 203 of the Companies Act, 2013, the Company has made possible efforts for the recruitment of suitable candidate for the post of Company Secretary and CFO. Other comments of the auditor are self-explanatory and the company shall endeavor its best to make the requisite compliances.

iii) Internal Auditor:

M/s. Chandrakant Matolia, Practicing Chartered Accountant, Mumbai performed the duties of internal auditors of the company for the year 2016-17 and their report is reviewed by the audit committee from time to time.

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. There is 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

RELATED PARTY TRANSACTIONS:

There were no materially significant related party transactions with the Companys Promoters, Directors, Management or their relatives, which could have had 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 omnibus approval. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This Policy was considered and approved by the Board and has been uploaded on the website of the Company at www.pazelinternational.com/relatedparty.html .

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-B.

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.

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 C.

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.

POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at the workplace. A policy has been drafted and approved by the Board in its meeting held on May 28, 2015. The Policy aims to provide protection to women employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment. A committee namely Local Control Committee has been construed for protection of women against Sexual Harassment at the workplace. During the year, no compliant was received.

POSTAL BALLOT:

During the year, your Company has not passed any resolution through Postal Ballot.

CORPORATE GOVERNANCE:

Pursuant to Regulation 34(3) read with Schedule V of the Listing Regulations, 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 Practising 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 Managing Director and Chief Financial Officer on the financial statements and Internal Controls relating to financial reporting has been obtained.

MANAGEMENT DISCUSSION AND ANALYSIS 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.

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. Neither the Managing Director nor the Whole-time Director of the Company receive any remuneration or commission.

d. 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.

e. There were no cases filed pursuant to the Sexual Harassment of Women at Workplace Prevention, Prohibition and Redressal) Act, 2013.

f. There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 2016-17 and the date of this report.

g. The provisions of section 135 regarding Corporate Social Responsibility (CSR) is not applicable to your company. ACKNOWLEDGMENT:

The Directors wish to thank and deeply acknowledge the cooperation and assistance received from the Bankers and shareholders. The Director also wishes to place on record their appreciation of the devoted services of employees of the Company.

Place: Mumbai For and on behalf of the Board
Date: 10.08.2017 Sd/-
Mukesh Chouhan
Chairman