To,
The Members
Pazel International Limited
Your Directors have pleasure in presenting the 39th Annual Report together with the
audited statements for the period ended on March 31, 2020.
FINANCIAL RESULTS:
(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 applicable
accounting standards.
FINANCIAL PERFORMANCE:
During the year, the Company has generated total revenue of Rs. 116.48 lakhs as
compared 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 lakhs
registering 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.
PRINCIPAL ACTIVITY:
During the year under review, the Company has changed its principal business activities
to Food and Restaurant Business vide special resolution passed by members at an extra
ordinary general meeting of the Company held on Friday, June 21, 2019 and the Company has
gradually 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 affected
and the Board of directors has initiated looking after to various business opportunities
for its growth and expansion in near future. Accordingly, the Board has decided to alter
its Main Object Clause of the Company and the same is recommended to members for approval
at 39th AGM.
DIVIDEND AND RESERVES:
The director does not propose any dividend for the financial year. The closing balance
of the retained earnings of the Company for F.Y. 2020, after all appropriation and
adjustments was Rs. 154.70 lakhs.
SHARE CAPITAL:
During the year under review, there have been no changes in share capital of the
Company. The paid-up Equity Share Capital of the Company as on March 31, 2020 was Rs.
17,61,00,000. Further, there was no public issue, rights issue, bonus issue or
preferential issue, etc. during the year. The Company has not issued shares with
differential voting rights or sweat equity shares, nor has it granted any stock options
during the Financial Year 2019-20.
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
("the Act") read together with the Companies (Acceptance of Deposits) Rules,
2014 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 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 Act,
your 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 on
March 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 the
Board & 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 Company
Secretary and Compliance Officer of the Company w.e.f. June 30, 2020.
b) Mr. Milin Ramani (PAN: BAJPR2863N) has been appointed as Company Secretary and
Compliance Officer of the Company w.e.f. July 1, 2020.
In accordance with the provisions of the Act and the Articles of Association of the
Company, Mr. Imteyaz Mohammad Shafi Shaikh (DIN: 08248302) is retiring by rotation at the
forthcoming Annual General Meeting and being eligible, has been recommended for
reappointment as a director liable to retire by rotation by the Board.
Details about the directors being appointed / re-appointed are given in the Notice of
the forthcoming 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
declaration from all the independent directors of the company confirming that they meet
the criteria of Independence as prescribed under section 149(6) of the Companies Act, 2013
and Regulation 16 read with Regulation 25 of SEBI LODR Regulations. The Independent
Directors have confirmed that they are not aware of any circumstances or situation, which
exists or reasonably anticipated that could impair or impact his/her ability to discharge
his/her duties with an objective independent judgment and without any external influence.
In the opinion of the board, the independence directors possess the requisite expertise
and experience and are the person of integrity and repute. They fulfill the Conditions
specified in the Companies Act, 2013 and the rules made there under and are independent of
the management. Further, all the independent directors on the Board of the Company are
registered with the Indian Institute of Corporate Affairs, Manesar, Gurgaon
("IICA") as notified by the Central Government under Section 150(1) of the
Companies Act, 2013 and as applicable shall undergo online proficiency self-assessment
test 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 and
attendance thereof have been given in Corporate Governance Report which a forms part of
Annual Report. The provisions of Companies Act, 2013, SEBI LODR 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.
FORMAL ANNUAL EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI
LODR 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. The said policy is available on website of the Company at
https://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's
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 Act read with Rule 5(2) & 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The familiarization program aims to provide the Independent Directors their roles,
responsibilities in the Company, nature of the industry, business model, processes &
policies and the technology and the risk management systems of the Company, the
operational and financial performance of the Company, significant development so as to
enable them to take well informed decisions in timely manner. Further, the Directors are
encouraged to attend the training programmers' being organized by various regulators /
bodies / institutions on above matters. The policy on Company's familiarization program
for independent directors has been uploaded on the website of the Company at
https://pazel.in,
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. Further, no fraud was reported by the Auditors of the
Company 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 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 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, 2019,
Secretarial Auditor has issued the "Annual Secretarial Compliance Report" for
the 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 performed
the duties of internal auditors of the company for the Financial Year 2019-20 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:
The Company has adopted Whistle Blower Policy and Vigil Mechanism for its directors and
employees in terms of provisions of the SEBI LODR Regulations and the Companies Act, 2013
and no personnel have been denied access to the Audit Committee. Protected Disclosures and
other communication can be made in writing by an email addressed to the Chairman of the
Audit Committee. The Vigil Mechanism Policy has been uploaded on the website of the
Company 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's
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. The policy on related party transactions has
been uploaded on the website of the Company at https://pazel.in. Further, pursuant to
Regulation 23(9) of the SEBI LODR Regulations, your Company has filed the half yearly
reports 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 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 provide
under 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 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.
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 Regulation
34 read with Schedule V of the SEBI LODR 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, 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 the SEBI LODR Regulations the certification by the Managing Director and/or
Chief Financial Officer on the financial statements and Internal Controls relating to
financial reporting has been obtained.
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).
MISCELLANEOUS:
a. During the year under Report, no funds were raised through preferential allotment or
qualified institutional placement
b. No significant or material order was passed by the regulators or courts or tribunals
which impact the going concern status and the Company's operation in future;
c. There are no material changes and commitments affecting the financial position of
your Company which have occurred between the end of the financial year 2019-20 and the
date of this report.
d. The provisions of Corporate Social Responsibility (CSR) are not applicable to your
company.
ACKNOWLEDGMENT:
Your Directors thank all our esteemed shareholders, customers, banks, financial
institutions, creditors, suppliers and contractors within the country and overseas for
their continued support, faith and trust reposed in the professional integrity of the
Company. 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 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/- |
|
Rushabh Choksi |
Imteyaz Shaikh |
|
Managing Director |
Director |
| Dated: September 15, 2020 Place: Mumbai |
DIN:08433324 |
DIN: 08248302 |
|