(formerly rutron international limited) · mr. chetan sagar independent director (w.e.f. august 14,...

PAZEL INTERNATIONAL LIMITED(FORMERLY RUTRON INTERNATIONAL LIMITED)

CIN: L60200MH1980PLC022303

Regd. Office: 223, 2nd Floor, Natraj Market, S. V. Road, Malad (West),

Mumbai – 400 064, Maharashtra, India

37th ANNUAL REPORT2017-18

PAZEL INTERNATIONAL LIMITED (Formerly Rutron International Limited)

ANNUAL REPORT YEAR 2017-2018 3

CORPORATE INFORMATION

Board of Directors

Mr. Navin ThakurChairman and Whole time Director(director w.e.f. March 5, 2018 and Whole-time director and chairman w.e.f. May 30, 2018)

Mr. Ashok SoniIndependent Director

Mr. Ramawatar MitalExecutive Director (w.e.f. May 30, 2018)

Mrs. Sonal SagarIndependent Director (w.e.f. August 14, 2018)

Mr. Chetan SagarIndependent Director (w.e.f. August 14, 2018)

Mr. Mukesh ChouhanChairman and Whole time Director(resigned w.e.f. 30.05.2018)

Mrs. Chhaya Soni Independent Director(ceased w.e.f. April 11, 2018)

Mr. Omprakash AgrawalNon-Executive Director(resigned w.e.f. March 5, 2018)

Mr. Gajendra MishraChief Financial Officer (w.e.f. May 30, 2018)

Ms. Trisha TahalramaniCompany Secretary and Compliance Officer (w.e.f. August 14, 2018)

Board Committees• Audit Committee• Nomination & Remuneration Committee • Stakeholders’ Relationship Committee

Statutory AuditorMNNY & Associates, Chartered Accountants, Mumbai

Internal AuditorM/s. Chandrakant Matolia,Chartered Accountants, Mumbai

Bankers

Indian BankMalad (West) Branch, Mumbai – 400 064

IDBI BankMalad (W) Branch, Mumbai – 400 064

Registrar & Transfer AgentsBigshare Services Pvt. Ltd.1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Andheri (East), Mumbai – 400 072Phone No: 022 – 6263 8200, Fax No. : 022 – 6263 8299Email Id: [email protected]: www.bigshareonline.com

Registered Office223, 2nd Floor, Natraj Market,S. V. Road, Malad (W),Mumbai - 400 064Contact no. 022-2844 9591Email Id: [email protected]: www.pazelinternational.com


ANNUAL REPORT YEAR 2017-20184

INDEX

Sr. No Contents Page No.

1. Notice 05

2. Board’s Report 13

3. Management Discussion & Analysis 29

4. Corporate Governance Report 30

5. Auditor’s Report on Corporate Governance 40

6. CEO/ CFO Certification 41

7. Auditor’s Report 42

8. Significant Accounting Policies 48

9. Balance Sheet 54

10. Statement of Profit and Loss 56

11. Cash Flow Statement 58

12. Notes to Financial Statements 60

13. Attendance Slip 73

14. Proxy Form 75

15. Ballot Paper/Polling Paper 77

16. Route Map as per Secretarial Standard on General Meetings 79



NOTICE

Notice is hereby given that the 37th Annual General Meeting of Pazel International Limited (Formerly Rutron International Limited) will be held on Thursday, 27th September, 2018 at 3.00 p.m. at the Registered Office of the Company situated at 223, 2nd Floor, Natraj Market, S. V. Road, Malad (West), Mumbai – 400 064, to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Standalone Audited Financial Statements of the Company for the year ended March 31, 2018 together with the reports of the Directors’ and Auditor’s thereon.

SPECIAL BUSINESS:

2. To appoint Mr. Ramawatar Mittal (DIN: 02798093) as an Executive Director of the Company.

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to section 152 and all other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Ramawatar Mittal (DIN: 02798093), who was on recommendation of Nomination and Remuneration Committee appointed by the Board of Directors as an Additional Director of the Company with effect from May 30, 2018 and who holds office upto the date of this Annual General Meeting of the Company under Section 161(1) of the Companies Act, 2013 (‘’the Act’’), consent of the members be and is hereby accorded for appointment of Mr. Ramawatar Mittal (DIN: 02798093) as an Executive Director of the Company, whose office shall be liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors of the Company (including its committee thereof) and/or Company Secretary of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

3. To Appoint Mr. Navin Mohan Thakur (DIN: 02457622) as an Executive Director of the Company.


“RESOLVED THAT pursuant to section 152 and all other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Navin Mohan Thakur (DIN: 02457622), who was on recommendation of Nomination and Remuneration Committee appointed by the Board of Directors as an Additional Director of the Company with effect from March 5, 2018 and who holds office upto the date of this Annual General Meeting of the Company under Section 161(1) of the Companies Act, 2013 (‘’the Act’’), consent of the members be and is hereby accorded for appointment of Mr. Navin Mohan Thakur (DIN: 02457622) as an Executive Director of the Company, whose office shall be liable to retire by rotation.


4. To Appoint Mr. Navin Mohan Thakur (DIN: 02457622) as a Whole Time Director of the Company.

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT in accordance with the provisions of Sections 196, 197 and 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), approval of the members be and is hereby accorded to appoint Mr. Navin Mohan Thakur (DIN: 02457622) as a Whole-Time Director for a term of 5 (five) years on the terms and conditions including remuneration as set out in the Statement annexed to the Notice, with liberty to the Board of Directors (hereinafter referred to as “the Board” which term shall include the Nomination and Remuneration Committee of the Board) to alter and vary the terms and conditions of the said appointment and / or remuneration as it may deem fit.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”



5. To appoint Mr. Chetan Sagar (DIN: 08182100) as an Independent Director of the Company:


“RESOLVED THAT pursuant to Sections 149, 152, read with Schedule IV and all other applicable provisions of the Companies Act, 2013 (‘the Act’) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (LODR) Regulations, 2015, Mr. Chetan Sagar (DIN: 08182100), who was appointed by the Board of Directors with effect from August 14, 2018 and who holds office till the date of ensuing Annual General Meeting, in terms of Section 161 of the Companies Act, 2013, consent of the members be and is hereby accorded for appointment of Mr. Chetan Sagar (DIN: 08182100) as an Independent Director of the Company to hold office for five consecutive years i.e. for a period up to August 13, 2023, not liable to retire by rotation.


6. To appoint Mrs. Sonal Sagar (DIN: 08182085) as an Independent Director of the Company:


“RESOLVED THAT pursuant to Section 149, 152, read with Schedule IV and all other applicable provisions of the Companies Act, 2013 (‘the Act’) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (LODR) Regulations, 2015, Mrs. Sonal Sagar (DIN: 08182085) who was appointed by the Board of Directors with effect from August 14, 2018 and who holds office till the date of ensuing Annual General Meeting, in terms of Section 161 of the Companies Act, 2013, consent of the members be and is hereby accorded for appointment of Mrs. Sonal Sagar (DIN: 08182085) as an Independent Director of the Company to hold office for five consecutive years i.e. for a period up to August 13, 2023, not liable to retire by rotation.


BY ORDER OF THE BOARDSd/-

NAVIN THAKURDIRECTOR

DIN 02457622Dated: August 14, 2018Place: Mumbai



Important Communiqué to Members-Green Initiative in Corporate Governance:

The Ministry of Corporate Affairs (MCA) has taken a Green Initiative in Corporate Governance by allowing paperless compliances by the companies and has issued a Circular stating that service of all documents including Annual Reports can be sent by e-mail to its Members. Your Company believes that this is a remarkable and environment friendly initiative by MCA and requests all members to support in this noble cause.

The Company has already embarked on this initiative and proposes to send documents including Annual Reports in electronic form to the Members on the email address provided by them to the RTA/Depositories. The Members who hold shares in physical form are requested to intimate/update their email address to the Company / RTA while Members holding shares in demat form can intimate / update their email address to their respective Depository Participants. Members are requested to further note that they will be entitled to be furnished, free of cost, the physical copy of the documents sent by e-mail, upon receipt of a requisition from them, any time, as a Member of the Company.

:NOTES:

1. A member entitled to attend and vote at the Annual General Meeting (the “Meeting”) is entitled to appoint proxies to attend and vote on a poll instead of himself/herself and the proxy need not be a member of the Company.

2. A person can act as a proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten (10) percent of the total share capital of the Company carrying voting rights. A member holding more than ten (10) percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy for any other person or shareholder.

During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, a member would be entitled to inspect the proxies lodged at any time during the business hours of the Company, provided that not less than three days of notice in writing is given to the Company.

3. Proxy form and attendance slip are enclosed, proxies in order to be valid must reach at the registered office of the company not less than 48 hours before the commencement of the meeting.

4. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send to the Company a certified copy of the Board resolution authorising their representative to attend and vote on their behalf at the meeting.

5. The Explanatory Statement pursuant to section 102 of the Companies Act, 2013, in respect of special business set out in notice, wherever applicable, is annexed hereto.

6. The members may take note that, pursuant to provisions of section 152(6) none of the directors of the company are liable to retire by rotation at 37th AGM.

7. The members of the Company, at 36th Annual General Meeting (AGM) held on September 25, 2017 approved the appointment of M/s. MNNY & Associates, Chartered Accountants, (ICAI Firm Registration No. 114018W), Mumbai as the Statutory Auditor of the Company for a term of Five years i.e. till the conclusion of 41st AGM, subject to ratification my members at every AGM. However, the members may take note that the Ministry of Corporate Affairs has vide notification dated May 7, 2018 has dispensed the requirement of ratification in appointment of auditor by members at AGM. Hence, the existing auditor shall be deemed to be appointed for a period of five years starting from Financial Year 2017-18.

8. The Register of Members and Share Transfer Books of the Company will remain closed from 21st September, 2018 to 27th September 2018 (both the days inclusive) for the purpose of AGM.

9. In case of joint holder attending the Meeting, only such joint holder who is higher in order of names will be entitled to vote at the meeting.

10. Members who hold shares in the Dematerialized form are requested to bring their Client ID and DP ID numbers for easy identification of attendance at the Annual General Meeting.

11. Members / Proxies should bring their copy of the Annual Report and also the attendance slip duly filled in for attending the meeting.

12. Copy of the Annual Report are being sent by electronic mode only to all the members whose email addresses are registered with the Company/Depository Participant(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email addresses, physical copies of the Annual Report 2018 are being sent by the permitted mode.



13. Members are requested to notify immediately changes in their respective address, if any, to the Company’s Registered Office quoting their Folio No.

14. The voting rights of members shall be in proportion to their shares of the paid-up equity share capital in the company as on the cut-off-date i.e. 21st September, 2018.

15. Voting through electronic means:

In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide members facility to exercise their right to vote at the 37th Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by Central Depository Services (India) limited (CDSL). The Company has signed an agreement with CDSL for facilitating such e-Voting by the Members.

The instructions for members for voting electronically are as under:-

In case of members receiving e-mail:(i) Log on to the e-voting website www.evotingindia.com (ii) Click on “Shareholders” tab. (iii) Now, select the “COMPANY NAME” from the drop down menu and click on “SUBMIT” (iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(v) Next enter the Image Verification as displayed and Click on Login. (vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an

earlier voting of any company then your existing password is to be used. (vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both Demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the last 8 digits of the Demat account/folio number in the PAN field.

In case the folio number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. E.g. If your name is Ramesh Kumar with folio number 100 then enter RA00000100 in the PAN field.

DOB# Enter the Date of Birth as recorded in your Demat account or in the company records for the said Demat account or folio in dd/mm/yyyy format.

Dividend Bank Details# Enter the Dividend Bank Details as recorded in your Demat account or in the company records for the said Demat account or folio.

Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the number of shares held by you as on the cutoff date in the Dividend Bank details field.

(viii) After entering these details appropriately, click on “SUBMIT” tab.

(ix) Members holding shares in physical form will then reach directly the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.



(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xi) Click on the EVSN for the relevant Rutron International Limited on which you choose to vote.

(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

(xvii) If Demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system. • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://

www.evotingindia.co.in and register themselves as Corporates. • They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to

[email protected]. • After receiving the login details they have to create a user who would be able to link the account(s) which

they wish to vote on. • The list of accounts should be mailed to [email protected] and on approval of the accounts

they would be able to cast their vote. • They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which they have

issued in favour of the Custodian, if any, in PDF format in the system for the scrutinizer to verify the same.

In case of members receiving the physical copy:

(A) Please follow all steps from sl. no. (i) to sl. no. (xvii) above to cast vote.

(B) The voting period begins on Monday, September 24, 2018 from 10.00 A.M. and ends on Wednesday, September 26, 2018 at 5.00 P.M. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date 21st September, 2018 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(C) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.co.in under help section or write an email to [email protected]

16. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the cut-off date may obtain the login ID and password by sending a request at [email protected]

17. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.

18. M/s. Mihen Halani & Associates, Practicing Company Secretaries, have been appointed as the Scrutinizer to scrutinize the e-voting process and votes cast through Ballot Paper at the AGM in a fair and transparent manner.

19. Details of Directors seeking appointment and re-appointment at the forthcoming Annual General Meeting (Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 (SS-2):



Name of the Director Mr. Ramawatar Mittal Mr. Navin Mohan Thakur

Mr. Chetan Sagar Mrs. Sonal Sagar

Age 74 34 38 33

Director Identification Number (DIN)

02798093 02457622 08182100 08182085

Date of Appointment on Board

May 30, 2018 March 5, 2018 August 14, 2018 August 14, 2018

Qualifications Graduate Graduate SSC SSC

Expertise in specific functional area

He has more than 50 years working experience with various organizations in industrial and financial sector with sound knowledge of business promotion.

He has a decade of experience in Capital and Finance Market.

He has over a decade of experience in the field of Business Promotion and Developments.

She has a good quantum of e x p e r i e n c e (of more than 5 years) in Business Management.

Number of shares held in the Company

NIL NIL NIL NIL

Terms and Conditions - As set out in the Resolution No. 3

- -

Justification for appointment of Director

Brings additional expertise for growth of the company

Brings additional expertise for growth of the company

For better business operations

For better b u s i n e s s management

List of the directorships held in other listed entities

NIL NIL NIL NIL

Chairman / Member in the Committees of the Boards of companies in which he is Director

Please refer to the Corporate Governance Report

Please refer to the Corporate G o v e r n a n c e Report



Relationships between Directors inter-se

No relationship between directors inter-se

No relationship between directors inter-se

Spouse of Sonal Sagar

Spouse of Chetan Sagar

EXPLANATORY STATEMENT U/S 102 OF COMPANIES ACT, 2013:

Item No 2

Based on the recommendation of the Nomination & Remuneration Committee, Mr. Ramawatar Mittal (DIN: 02798093) was appointed as an Additional Director of the Company with effect from May 30, 2018. Pursuant to Section 161 of the Companies Act, 2013, Mr. Ramawatar Mittal hold office up to the date this Annual General Meeting.

The Company has received from Mr. Ramawatar Mittal (i) consent in writing to act as director in Form DIR-2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules 2014, (ii) intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under Sub-section (2) of Section 164 of the Companies Act, 2013.

Pursuant to provisions of Section 152 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, the resolution seeks the approval of members for the appointment of Mr. Ramawatar Mittal as an Executive Director of the Company. He will be liable to retire by rotation.

None of the Directors, Key Managerial Personnel and their relatives other than Mr. Ramawatar Mittal are, in any way, concerned or interested in the said resolutions. Other details required to be disclosed in terms of the provisions of Secretarial Standard on General Meetings form part of this Notice.



The Board feels that his presence on the Board is desirable and would be beneficial to the company. Accordingly, Board recommends resolution under Item No. 2 to be passed as ordinary resolution.

Item Nos. 3 and 4

Based on the recommendation of the Nomination & Remuneration Committee, Mr. Navin Thakur was appointed as an Additional Director on the Board of the Company with effect from March 5, 2018 to hold office upto the date of the Annual General Meeting. He was also appointed as the Managing Director of the Company with effect from May 30, 2018, subject to the approval of the Members at ensuing Annual General Meeting. Mr. Thakur has a vast experience in capital and financial market. A Graduate by qualification, with around a decade of experience in more than one business has brought in strong execution rigor to his work, and has considerably strengthened the development of company. He possesses good business acumen, good administration, decision making and leadership skills etc. The Board of Directors is quite hopeful to utilize his expertise in our organization.

Further, pursuant to provisions of section 196, 197, 198, 203 read with Schedule V and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, appointment of Mr. Navin Thakur as Whole time Director and his remuneration is subject to confirmation of members of the company. Therefore consent of member is accorded for the said appointment and his remuneration for a period of three years w.e.f. May 30, 2018.

Broad particulars of the terms of appointment of and remuneration payable to Mr. Navin Thakur are as under:

(a) Salary, Perquisites and Allowances per annum: Total salary of Mr. Navin Thakur will be in the range of Rs. 3 to Rs. 5 Lacs Per Annum. The above salary will be bifurcated as per the standard salary structure of the company. He will also entitle the perquisites as per Company policies, as amended time to time. Company’s contribution to Provident Fund to the extent not taxable under the Income-tax Act, Gratuity according to the Company’s rules and Encashment of Leave at the end of the tenure shall not be included in the limits for the remuneration or perquisites.

b) Reimbursement of Expenses: Expenses incurred for travelling, board and lodging during business trips and for business communication expenses shall be reimbursed at actuals and not considered as perquisites.

(c) General: (i) The Whole-time Director will perform his duties as such with regard to all work of the Company and will manage and attend to such business and carry out the orders and directions given by the Board / Managing Director from time to time in all respects and conform to and comply with all such directions and regulations as may from time to time be given and made by the Board / Managing Director and the functions of the Wholetime Director will be under the overall authority of the Managing Director.

(ii) The Whole-time Director shall act in accordance with the Articles of Association of the Company and shall abide by the provisions contained in Section 166 of the Act with regard to duties of directors.

iii) The Whole-time Director shall adhere to the Company’s Code of Conduct.

(iv) The office of the Whole-time Director may be terminated by the Company or by him by giving the other 3 (three) months’ prior notice in writing.

Mr. Navin Thakur satisfies all the conditions set out in Part-I of Schedule V to the Act as also conditions set out under sub-section (3) of Section 196 of the Act for being eligible for his appointment. He is not disqualified from being appointed as Director in terms of Section 164 of the Act. The above may be treated as a written memorandum setting out the terms of appointment under Section 190 of the Act.

None of the Directors, Key Managerial Personnel and their relatives other than Mr. Navin Thakur, in any way, concerned or interested in the said resolutions. Other details required to be disclosed in terms of the provisions of Secretarial Standard on General Meetings form part of this Notice.

The Board feels that his presence on the Board is desirable and would be beneficial to the company. Accordingly, Board recommends resolutions under Item No. 3 and 4 to be passed as ordinary resolution and special resolution respectively.

Item Nos. 5 and 6

Pursuant to Section 161 of the Companies Act, 2013, the Board of Directors, at its meeting held on August 14, 2018, appointed Mr. Chetan Sagar and Mrs. Sonal Sagar as an Additional Directors of the Company who shall hold office upto the date of ensuing Annual General Meeting.

The Company has received from Mr. Chetan Sagar and Mrs. Sonal Sagar (i) consent in writing to act as director in Form DIR-2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules 2014, (ii) intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that they are not



disqualified under Sub-section (2) of Section 164 of the Companies Act, 2013, and (iii) a declaration to the effect that they meet the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013.

Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, the resolution seeks the approval of members for the appointment of Mr. Chetan Sagar and Mrs. Sonal Sagar as an Independent Director of the Company for a period up to August 13, 2023, whose office shall not be liable to retire by rotation.

None of the Directors, Key Managerial Personnel and their relatives other than Mr. Chetan Sagar and Mrs. Sonal Sagar, in any way, concerned or interested in the said resolutions. Other details required to be disclosed in terms of the provisions of Secretarial Standard on General Meetings form part of this Notice.

The Board recommends the resolution set forth in Item Nos. 5 and 6 for the approval of the members.


NAVIN THAKURDIRECTOR

DIN 02457622

Dated: August 14, 2018Place: Mumbai



DIRECTORS’ REPORT

To,

The Members

Pazel International Limited

(Formerly Rutron International Limited)

Your Directors have pleasure in presenting the 37th Annual Report together with the audited statement of accounts for the period ended on 31st March, 2018.

FINANCIAL RESULTS:

(Amount in Lakhs)

PARTICULARS 31.03.2018 31.03.2017

Revenue from Operations 341.25 63.52

Other Income 78.27 92.14

TOTAL INCOME 419.52 155.66

TOTAL EXPENSES 361.50 166.04

Profit/(Loss) For The Year Before Taxation 58.02 (10.38)

Tax Expenses

(a) Current Tax (8.47) (1.36)

(b) Deferred Tax - -

Profit /(Loss) after tax 49.55 (11.74)

Earnings Per Equity Share (Face Value Rs. 1/- Per Share):

Basic 0.03 (0.01)

Diluted 0.03 (0.01)

PRINCIPAL ACTIVITY:

The principal activity of the Company is ‘Trading in Paper and Plastic’. 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.

BUSINESS REVIEW:

The Company has witnessed significant growth in both operating revenues and margins 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 company’s business goals.

FINANCIAL HIGHLIGHTS:

During the year, the Company has earned revenue from operations of Rs. 341.25 lakhs & the company has earned profit of Rs. 49.55 lakhs during the financial year under review.

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 2017-18 and the date of this report.

RESERVES:

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



DIVIDEND:

The director does not propose any dividend for the financial year.

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.

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, 2018 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, 2018 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 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.



DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The list of Directors & Key Managerial Person of the Company as on March 31, 2018 are as follows:

1. Mr. Mukesh Chouhan (DIN: 01090113)

2. Mr. Ashok Soni (DIN: 02074150)

3. Mrs. Chhaya Soni (DIN: 02074162)

4. Mr. Navin Thakur (DIN: 02457622)

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

a) Mr. Navin Thakur (DIN: 02457622) has been appointed as Additional Executive director w.e.f. March 5, 2018.

b) Mr. Omprakash Agrawal (DIN 06992044) has resigned as Director w.e.f. March 5, 2018.

Post financial year, following changes have took place in the composition of the Board & Key Managerial Persons:a) Mr. Ramawatar Mittal (DIN 02798093) has been appointed as Additional Executive director w.e.f. May 30,

2018.b) Mr. Mukesh Chouhan (DIN: 01090113) has resigned as Director and Chairman 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. Navin Thakur (Din: 02457622) has been appointed as Chairman and Whole Time Director, subject to

approval of Members, director w.e.f. May 30, 2018.e) Mr. Gajendra Mishra (PAN: CCBPM5716L) has been appointed as Chief Financial Officer in terms of Section

203 of Companies Act, 2013 w.e.f. May 30, 2018.f) Mr. Chetan Sagar (DIN: 08182100) and Mrs. Sonal Sagar (DIN: 08182085) have been appointed as Additional

Directors in the category of Independent w.e.f. August 14, 2018.g) Mrs. Trisha Tahalramani (PAN: AWWPR8462M) has been appointed as Company Secretary and Compliance

Officer of the Company we.f. August 14, 2018.

No directors shall be liable to retire in terms of Section 152 of the companies Act, 2013.

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.

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 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 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 previous Annual General Meeting, to hold office from the conclusion of 36th Annual General meeting till conclusion of 41st Annual General Meeting i.e. for a term of consecutive five 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.

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.

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-B.

Comments on Secretarial Auditor’s Report:

As regards the Company has not 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 CFO and CS. However, the Board is pleased to inform members that post financial year, the company has appointed CFO and CS of the Company.

The listing of the shares of the Company was suspended by BSE w.e.f. 3rd November, 2015 for which the Company filed Appeal with Securities Appellate Tribunal. The management is pleased to inform the shareholders that the suspension order is under process of revocation and the trading in shares is likely to commence shortly.

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 Financial Year 2017-18 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. 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. 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 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. This Policy 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-C.

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. 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, during the year, no such case was reported.

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 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 Practising Chartered Accountant forms part of this Report.

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.

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 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, the Company has adopted IND AS and the financial statements for the year ended March 31, 2018 are prepared in accordance to the same.



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 otherwiseb. 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. The Income tax department has raised demand on 29/12/2017 for AY 2012-13 Rs. 20422060 and for AY

2015 -16 Rs. 153950 for which the Company has preferred Appeal with CIT(A)-47. The Appeal has been allowed by CIT(A)-47 in favour of the Company.

d. 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.

e. The provisions of 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.


NAVIN THAKURChairman

DIN 02457622Dated: August 14, 2018Place: Mumbai



ANNEXURE A: Disclosures as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

1 & 2) the ratio of the remuneration of each director to the median remuneration of the employees of the company & the percentage increase in remuneration of Directors & KMPs in the financial year

Sr. No Name of the Director Designation Ratio of Remuneration of each Director to Median Remuneration of Employees

Percentage increase

in Remuneration

during FY 2017-18

1 Mr. Mukesh Chouhan Whole time Director 0.10 5.26%

3) percentage increase in the median remuneration of employees in the financial year

7.33%

4) Number of permanent employees on the rolls of Company as at March 31, 2018

4

5) Average increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with percentile increase in the managerial remuneration & justification thereof and point out if there are any exceptional circumstances for increase in managerial remuneration

There has been an overall increase of 5% in total salaries of employees.

6) The key parameters for any variable component of remuneration availed by the Directors

NA

7) There are no employees of the Company who receive remuneration in excess of the highest paid Director of the Company.

8) Affirmation that the remuneration is as per the remuneration policy of the Company

Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and senior management is as per the Remuneration decided by Nomination and Remuneration Committee of your Company.



Annexure-B to the Directors Report

Secretarial Audit Report

FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2018

(Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014)

To,

The Members,

Pazel International Limited


223, 2nd Floor, Natraj Market,

S.V. Road, Malad (West), Mumbai – 400 064,

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Pazel International Limited (Formerly Rutron International Limited) (hereinafter called as the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended 31st March, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter :

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2018 according to the provisions of:

i. The Companies Act, 2013 and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment (Not applicable to the Company).

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (“SEBI Act”), viz : a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,

2011;b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,

2009;d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase

Scheme) Guidelines, 1999; - Not applicable to the Company e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; - Not

applicable to the Companyf) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,

1993 regarding the Companies Act and dealing with client; - Not applicable as the Company is not registered as Registrar to an issue and Share Transfer Agent during the financial year under review.

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; andh) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

vi. We have relied on the representation made by the company and its officers for systems and mechanism formed by the company for compliances under other applicable Acts, Laws and Regulations with respect to, Employees related Laws, Municipality Laws to the extent applicable, Direct and Indirect Tax Laws, Land Laws of respective States, Shops and Establishments Legislations and other local Laws as applicable.



We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreement/SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 entered into by the Company with Stock Exchanges.

To the best of our knowledge and belief, during the period under review, the company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that:

a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors except rotational directors under section 152 (6) of the Companies Act, 2013.

The Nomination and Remuneration Committee of the Board is not duly constituted. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

b) Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

c) Majority decision is carried through while the dissenting members view, if any, are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report, that during the year;

• The company has no Chief Financial Officer and Company Secretary as required under the provisions of Section 203 of the Companies Act, 2013.

• The company has been suspended from trading in BSE

• There was a delay in sending notices of 36thAnnual General Meeting along-with Financial Statements, Auditor’s Report and Board’s Report thereon to its shareholders at least 21 days before the meeting as required under the provisions of section 101 read with 136 of the Companies Act, 2013. However, the management has explained us that the same happened due to logistical issues and unavailability of executives.

• 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;

We further report that during the year under report, the company has undertaken event/action having a major bearing on the company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, etc. referred to above.

M/s. Mihen Halani & Associates

Practicing Company Secretaries

Sd/-

Mr. Mihen Halani

(Proprietor)

ACS No. 32176

CP No. 12015

Place: Mumbai

Date: 20.08.2018

Note: This report is to be read with our letter of even date that is annexed as Annexure I and forms an integral part of this report.



To,

The Members,

PAZEL INTERNATIONAL LIMITED


223, 2nd Floor, Natraj Market,

S.V. Road, Malad (W), Mumbai – 400 064,

Maharashtra, India

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and books of accounts of the company.

4. Wherever required, we have obtained the Management Representation about the compliance of laws, rules and regulations and happening of events, etc.

5. The compliance of the provisions of corporate and other applicable laws, rules and regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

M/s. Mihen Halani & Associates

Practicing Company Secretaries

Sd/-

Mr. Mihen Halani

(Proprietor)

ACS No. 32176

CP No. 12015

Place: Mumbai

Date: 20.08.2018



ANNEXURE ‘C’: MGT 9

EXTRACT OF ANNUAL RETURN as on financial year ended on 31.03.2018

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014

I REGISTRATION & OTHER DETAILS:

i CIN L60200MH1980PLC022303

ii Registration Date 07-03-1980

iii Name of the Company PAZEL INTERNATIONAL LIMITED (Formerly Rutron International Limited)

iv Category / Sub-category of the Company Company Limited by Shares

v Address of the Registered office & contact details

223, 2nd Floor, Natraj Market, S.V.Road, Malad (West), Mumbai - 400 064

Phone: 022 2844 9591

Email: [email protected]

vi Whether listed company Yes

vii Name, Address & contact details of the Registrar & Transfer Agent, if any.

BIGSHARE SERVICES PRIVATE LIMITED1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri (East),

Mumbai – 400 059, Maharashtra, India

Phone No: 022-6263 8200, Fax No. : 022-6263 8299

Email Id: [email protected]

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

The Company is engaged in Financial Service, Trading Activity and Consultancy Business.

S r . No

Name & Description of main products/services NIC Code of the Product /service

% to total turnover of the company

1 Other Activities(Job work Activities)

74909 59.29

2 Other non-specialised wholesale trade n.e.c.(Trading in Paper and Plastics, Gold and Jewellery)

46909 40.71%

III PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES

The company has no holding subsidiary or associate company.

IV SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAK UP AS % TO TOTAL EQUITY)

i. Category-wise Shareholding

Category of Shareholders

No. of Shares held at the beginning of the year No. of Shares held at the end of the year %

change during

yearDemat Physical Total% of Total

SharesDemat Physical Total

% of Total

SharesA. Promoters(1) Indian a) Individual/HUF 0 0 0 0 0 0 0 0 0



b) Central/State

Govt0 0 0 0 0 0 0 0 0

c) Bodies Corp 0 0 0 0 0 0 0 0 0d) Bank/FI 0 0 0 0 0 0 0 0 0e) Any other 0 0 0 0 0 0 0 0 0SUB TOTAL:(A) (1) 0 0 0 0 0 0 0 0 0

(2) Foreign a) NRI- Individuals 0 0 0 0 0 0 0 0 0

b)Other Individuals 0 0 0 0 0 0 0 0 0

c) Bodies Corp. 0 0 0 0 0 0 0 0 0d) Banks/FI 0 0 0 0 0 0 0 0 0e) Any other… 0 0 0 0 0 0 0 0 0SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0

Total Shareholding of Promoter (A)= (A)(1)+(A)(2)

0 0 0 0 0 0 0 0 0

B. PUBLIC SHAREHOLDING(1) Institutions a) Mutual Funds 0 0 0 0 0 0 0 0 0b) Banks/FI 0 0 0 0 0 0 0 0 0C) Central Govt 0 0 0 0 0 0 0 0 0d) State Govt. 0 0 0 0 0 0 0 0 0e) Venture Capital Fund 0 0 0 0 0 0 0 0 0

f) Insurance Companies 0 0 0 0 0 0 0 0 0

g) FIIS 0 0 0 0 0 0 0 0 0h)Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0

i) Others (specify) 0 0 0 0 0 0 0 0 0SUB TOTAL (B)(1): 0 0 0 0 0 0 0 0 0

(2) Non Institutionsa) Bodies corporatei) Indian 114705306 0 114705306 65.14 114917695 0 114917695 65.26 0.12ii) Overseas 0 0 0 0 0 0 0 0 0b) Individualsi)Individual shareholders holding nominal share capital upto Rs.1 lakh

597052 3000 600052 0.34 599307 3000 602307 0.34 0



ii)Individuals shareholders holding nominal share capital in excess of Rs. 1 lakh

580061390

5800613932.94 57791500 0

5779150032.82 -0.12

c) Others (specify)Clearing member 2780516 0 2780516 1.58 2780511 0 2780511 1.58 0

NON RESIDENT INDIANS (NRI)

79870

79870.00

79870

79870.00 0

SUB TOTAL (B)(2): 176097000 3000 176100000 100.00 176097000 3000 176100000 100.00 0

Total Public Shareholding (B)= (B)(1)+(B)(2)

176097000 3000 176100000 100.00 176097000 3000 176100000 100.00 0

C. Shares held by Custodian for GDRs & ADRs

0 0 0 0 0 0 0 0 0

Grand Total (A+B+C)

1760970003000 176100000 100.00

1760970003000 176100000 100.00 0

ii. Shareholding of Promoters:

Sr No. Shareholders

Name

Shareholding at the beginning of the year

Shareholding at the end of the year % change

in share-holding during

the yearNo of shares

% of total shares of the

company

% of shares pledged

encumbered to total shares

NO of shares

% of total

shares of the

company

% of shares pledged

encumbered to total shares

No promoters shareholding

iii. CHANGE IN PROMOTERS’ SHAREHOLDING

Sr. No Particulars

Shareholding at the beginning of the Year

Cumulative Shareholding during the year

No. of Shares % of total shares of the company No of shares % of total shares

of the company

As there are no promoters, there has been no change in promoters shareholding

iv. SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS & HOLDERS OF GDRS & ADRS)

Sl. No. Particulars

Shareholding at the beginning of the Year

Cumulative Shareholding during the year

No. of Shares % of total shares of the company No of shares % of total shares

of the company

1.AMIT HASMUKHBHAI PATEL HUF 11000000 6.2465 11000000 6.2465Increase/Decrease During Year 0 0 11000000 6.2465At the end of the year 11000000 6.2465 11000000 6.2465



2

HASHMUKHBHAI BAKORBHAI PATEL HUF 11000000 6.2465 11000000 6.2465

Increase/Decrease During Year 0 0 11000000 6.2465At the end of the year 11000000 6.2465 11000000 6.2465

3HS TRADECOM PRIVATE LIMITED 7664000 4.35 7664000 4.35Increase/Decrease During Year 0 0 7664000 4.35At the end of the year 7664000 4.35 7664000 4.35

4

DHANLAKSHMI BROKERS PRIVATE LIMITED 5986330 3.3994 5986330 3.3994


5PADMA IMPEX PRIVATE LIMITED 5405348 3.07 5405348 3.07Increase/Decrease During Year 0 0 5405348 3.07At the end of the year 5405348 3.07 5405348 3.07

6

VIDISA TEXTILES PRIVATE LIMITED 0 0 0 0Increase/Decrease During Year

(Buy 30.03.18)5274996

3.005274996

3.00At the end of the year 5274996 3.00 5274996 3.00

7

LIMESTONE PROPERTIES PRIVATE LIMITED 5168000 2.9347 5168000 2.9347


8LADIOS TRADING PRIVATE LIMITED 5042500 2.8634 5042500 2.8634Increase/Decrease During Year 0 0 5042500 2.8634At the end of the year 5042500 2.8634 5042500 2.8634

9NARESH GARG 4850000 2.7541 4850000 2.7541Increase/Decrease During Year - - 4850000 2.7541At the end of the year 4850000 2.7541 4850000 2.7541

10SANGEETA GARG 4800000 2.7257 4800000 2.7257Increase/Decrease During Year - - 4800000 2.7257At the end of the year 4800000 2.7257 4800000 2.7257

v. SHAREHOLDING OF DIRECTORS & KEY MANAGERIAL PERSON (KMP):

The directors & KMP have no shareholding in the company.

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment



(Amount in Rs.)

Particulars Secured Loans excluding deposits

Unsecured Loans Deposits Total

IndebtednessIndebtness at the beginning of the financial yeari) Principal Amount 51,495 NIL NIL 51,495ii) Interest due but not paid NIL NIL NIL NIL

iii) Interest accrued but not due NIL NIL NIL NILTotal (i+ii+iii) 51,495 NIL NIL 51,495Change in Indebtedness during the financial yearAdditions 12,93,531 NIL NIL 12,93,531Reduction NIL NIL NIL NILNet Change 12,93,531 NIL NIL 12,93,531Indebtedness at the end of the financial yeari) Principal Amount 13,45,026 NIL NIL 13,45,026ii) Interest due but not paid NIL NIL NIL NILiii) Interest accrued but not due NIL NIL NIL NILTotal (i+ii+iii) 13,45,026 NIL NIL 13,45,026

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole time director and/or Manager:

Sr. No Particulars of Remuneration Name of the MD/

WTD/ManagerName of the

Executive Director1 Gross salary Mukesh Chouhan Navin Thakur

(a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961

1,91,000 (p.a.)

30,000 (p.m.)

(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961 NIL 2,500 (p.m.)

(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961 NIL

2 Stock option NIL3 Sweat Equity NIL4 Commission NIL

as % of profit NILothers (specify) NIL

5 Others, please specify NILTotal (A) 1,91,000 32,500Ceiling as per the Act - -

B. REMUNERATION TO OTHER DIRECTORS:

Sl. No Particulars of Remuneration Name of the Directors Total Amount

1

Independent Directors Ashok Soni Chhaya Soni(a) Fee for attending board committee meetings 12,500 12,500 25,000(b) Commission NIL NIL NIL(c ) Others, please specify NIL NIL NILTotal (1) 12,500 12,500 25,000



2

Other Non-Executive Directors Omprakrash Agrawal(a) Fee for attending board committee meetings NIL NIL(b) Commission NIL NIL(c ) Others, please specify. NIL NIL

Total (2) NIL NIL

Total (B)=(1+2) 25,000 25,000

Total Managerial Remuneration 25,000 25,000 Overall Ceiling as per the Act. - -

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

S l . No. Particulars of Remuneration TOTAL AMOUNT

1 Gross Salary NIL(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961. NIL(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961 NIL(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961 NIL

2 Stock Option NIL3 Sweat Equity NIL4 Commission as a % of profit NIL

others, specify NIL5 Others, please specify NIL

Total

VII PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES: NOT APPLICABLE

The company has been suspended from trading in BSE.



MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A) INDUSTRY STRUCTURE AND DEVELOPMENT: The company is engaged in Single Segment i.e. Trading, Import and Export of Plastic and Paper. The Company

has achieved satisfactory growth during the year 2017-18 which is evident from the increase in its total income and focus on controlled expenses.

B) DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE This aspect is dealt with in detail in the Directors’ Report.C) OUTLOOK The Company is on an accelerated growth path. With a solid foundation and sound business strategy, the

company has embarked on the primary phase of growth. It will continue to focus on effective business cycle which will further strengthen its cash flows.

D) MATERIAL DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATION FRONT and HUMAN RESOURCES POLICIES:

There have not been any material / major development in human resources front and industrial relations have been cordial. The company is being managed by its Directors and few employees who look after the day to day functioning of the Company. The company has cordial relationship with employees.

E) INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY: An appropriate and adequate system of internal controls exist in your company to ensure that all assets

are safeguarded and protected against loss or from misuse or disposition, and that the transactions are authorized, recorded and reported suitably. Internal control systems are ensuring effectiveness of operations, accuracy and promptness of financial reporting and observance with laws & regulations.

The internal control is supplemented on an ongoing basis, by an extensive program of internal audit being implemented throughout the year by independent Chartered Accountants firm of “Internal Auditors”. The internal audit reports along with management comments thereon are review by the Audit Committee of the Board comprising of independent and non-executive Directors, on a regular basis. Implementations of the suggestions are also monitored by the Audit Committee. The internal control is designed to ensure that the financial and other records of the company are reliable for preparing financial statements and other data, and for maintaining accountability of assets.

F) OPPORTUNITIES, RISKS, CONCERNS AND THREATS: In view of the legalized operation of the Company and limited alternatives to which the Company’s resources

can be put to use, opportunities and threats cannot be quantified and enlisted in details. Risk and concerns, if any, cannot be predicted with certainty. However, any adverse change in government policy and global economic changes can affect the performance of the Company.

G) CAUTIONARY STATEMENT: The statements in report of the Board of Directors and the Management Discussion & Analysis Report

describing the Company’s outlook, estimates or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied since the Company’s operations are influenced by many external and internal factors beyond the control of the Company. The Company takes no responsibility for keeping the members updated on changes in these factors except as may be statutorily required from time to time.



CORPORATE GOVERNANCE REPORT

1) COMPANY’S PHILOSOPHY:

The company believes in maximum utilization of resources at minimum cost and attaining maximum long term shareholders value. The company has also consistently followed good corporate policy and enhanced its value in the eyes of shareholders, Bankers, Customers and Employees.

We believe in demonstrating high level of accountability, maintaining high standards of transparency, timely disclosures and dissemination of price sensitive information, ensuring thorough compliance with all applicable laws and regulations and conducting our business in an ethical manner. The company believes in following the corporate governance, both in letter and spirit.

2) BOARD OF DIRECTORS: A. Composition and category of Directors: Your Company has a broad based Board of Directors with composition of Non-Executive, Executive and

Independent Director in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as well as the Companies Act, 2013. Your Company also has a woman Director which brings diversity on the Board. The Board of Directors of the Company as on March 31, 2018 consists of four Members.

Mr. Mukesh Chouhan : Whole Time Director and Chairman

Mr. Navin Thakur : Executive Director

Mr. Ashok Soni : Non-Executive & Independent Director

Mrs. Chhaya Soni : Non-Executive & Independent Director

None of the Directors have pecuniary or Business relationship with the Company except as mentioned elsewhere in the Annual Report. No Director of the Company is either member in more than ten committees and/or Chairman of more than five committees across all Companies in which he/ she are Director.

B. Number of Board Meetings: During the year Five Board Meetings were held on May 26, 2017; August 10, 2017; November 14, 2017;

February 12, 2018 and March 5, 2018. The time gap between two meetings was not more than 120 days. All the information required to be

furnished to the Board was made available to them along with detailed Agenda notes. All the Directors have informed the Company periodically about their Directorship and Membership in the

Board/Committees of the Board of other companies. As per disclosure received, none of the Directors is a Director in more than ten (10) Public Limited Companies. Further, none of the Director acts as a member of more than ten (10) committees or acts as a chairman of more than five (5) committees across all Public Limited Companies in which they are Director.

The name and the categories of the directors on the Board, their attendance at the board meeting held during the year and the number of directorship and committee chairmanship/membership held by them in other companies are given herein below.

Sl. No. Name of Director

Relationship with each

otherCategory

No of Meetings Attended

Attendance

at Last

AGM

No. of other Director-

ships*

No. of Committee membership In the

Company**Chairman Member

1. Mr. Ashok Soni Spouse of Chhaya Soni

ID 5 Yes-

2-

2. Mrs. Chhaya Soni Spouse of Ashok Soni

ID 5 Yes-

-2

3. Mr. Omprakash Dineshchandra

Agrawal

No Inter-se relationship NED 2 No - -

-



4. Mr. Mukesh Chou-han#

No Inter-se relationship

WTD, C 5 Yes - - 2

5. Navin Thakur## - ED - - - - - (ID: Independent Director, NED: Non-Executive Director, C: Chairman, ED: Executive Director) Post financial year, the composition of the Board is reconstituted due to sudden resignation of few directors. * Excluding directorships in Pazel International Limited, private, foreign companies and companies which

are granted license under Section 8 of the Companies Act, 2013. **For the purpose of determining of the number of committee of other companies, chairmanship and

membership of only Audit Committee and Stakeholders Relations committee have been considered. # Resigned w.e.f. March 5, 2018 ## Appointed w.e.f. March 5, 2018C. 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.

D. Independent Directors’ Meeting In accordance with the provisions of Schedule IV (Code for Independent Directors) of the Companies Act,

2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company was held on February 12, 2018, without the attendance of Non-Independent Directors and members of the management.

E. Code of Conduct: The Board of Directors has laid down a Code of Conduct for the Board of Directors and Senior Management

(the Code) for all the Board members and all the employees in the management grade of the Company. The Code covers amongst other things the Company’s commitment to honest & ethical personal conduct, fair competition, corporate social responsibility, sustainable environment, health & safety, transparency and compliance of laws &regulations etc. The Code of Conduct is hosted on the website of the Company.

All the Board members and senior management personnel have confirmed compliance with the code. A declaration to that effect signed by the Managing Director is attached and forms part of the Annual Report of the Company.

F. Directors’ Profile: A brief resume of the Directors, nature of their expertise in specific functional areas are available at

company’s website www.pazelinternational.com

3) BOARD COMMITTEES:

With a view to have a more focused attention on business and for better governance with accountability, the Board has constituted various committees of directors. Some of the Committees of the Board were reconstituted, renamed and terms of reference were revised to align with the provisions of Companies Act, 2013 and Listing Regulations, 2015. The terms of reference of these Committees are determined by the Board and their relevance reviewed from time to time. The minutes of Committee meetings are tabled at the Board meetings and the Chairperson of each Committee briefs the members of the Board on the important deliberations and decisions of the respective Committees.

The Board has constituted the following committees of Directors:I) Audit Committee II) Nomination & Remuneration Committee III) Stakeholders’ Relationship CommitteeI. AUDIT COMMITTEE: A. Composition and Attendance: The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the

Companies Act, 2013 read with Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee comprises of minimum three directors as members out of which at least two third should be Independent Directors and all directors shall be financially literate and at least one



member shall have accounting or related financial management expertise. Chairperson of the committee shall be an independent director.

The Committee has met four (4) times during the financial year ended March 31, 2018 i.e. on May 26, 2017; August 10, 2017; November 14, 2017 and February 12, 2018. The composition of the Audit Committee & attendance of the members in the meeting during the year is as follows:

Name of the Member Position Category No. of Meetings Attended

Mr. Ashok Soni Chairman Independent & Non-Executive Director 4

Mrs. Chhaya Soni Member Independent & Non-Executive Director 4Mr. Mukesh Chouhan Member Executive Director 4

Post financial year, composition of the committee is duly reconstituted by the Board in its meeting held on August 14, 2018.

B. Terms of reference: The terms of reference of the Audit Committee covering the matters specified under Regulation 18 read

with Part C of Schedule II of the SEBI (LODR) Regulations, 2015 and Section 177 of the Companies Act, 2013. The terms of reference for the Audit Committee are broadly as under:

• Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

• Recommendation for appointment, remuneration and terms of appointment of auditors of the company;• Approval of payment to statutory auditors for any other services rendered by the statutory auditors;• Reviewing, with the management, the annual financial statements and auditor’s report thereon before

submission to the board for approval, with particular reference to: Matters required to be included in the Director’s Responsibility Statement to be included in the

Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013; Changes, if any, in accounting policies and practices and reasons for the same; Major accounting entries involving estimates based on the exercise of judgment by Management; Significant adjustments made in the financial statements arising out of audit findings; Compliance with listing and other legal requirements relating to financial statements; Disclosure of any related party transactions; Qualifications in the draft audit report;

• Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

• Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

• Review and monitor the auditor’s independence and performance, and effectiveness of audit process;• Approval or any subsequent modification of transactions of the company with related parties;• Scrutiny of inter-corporate loans and investments;• Valuation of undertakings or assets of the company, wherever it is necessary;• Evaluation of internal financial controls and risk management systems;• Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal

control systems;• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit

department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

• Discussion with internal auditors of any significant findings and follow up there on;• Reviewing the findings of any internal investigations by the internal auditors into matters where there is

suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;



• Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

• To review the functioning of the Whistle Blower mechanism;• Approval of appointment of CFO (i.e., the whole-time Finance Officer or any other person heading the finance

function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.II. NOMINATION & REMUNERATION COMMITTEE A. Composition and attendance : Pursuant to section 178 of Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015, nomination and remuneration committee must fulfill below mentioned points:• the committee shall comprise of at least three directors ; • all directors of the committee shall be non-executive directors;• at least fifty percent of the directors shall be independent directors.

The Committee comprises of two Directors as mentioned in the below table. The Committee has met one (1) time during the financial year ended 31st March 2018 on March 5, 2018.

Name of the Member Position Category Meeting attendance

Mr. Ashok Soni Chairman Independent & Non Executive Director 1

Mrs. Chhaya Soni Member Independent & Non Executive Director 1 Post financial year, composition of the committee is duly reconstituted by the Board in its meeting held on

August 14, 2018.B. Terms of Reference:

a) To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director’s performance;

b) To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a ‘Remuneration Policy’, relating to the remuneration for the directors, key managerial personnel and other employees;

c) To formulate the criteria for evaluation of Directors on the Board of Companyd) To devise a policy on Board diversity; e) Any other matter as the Nomination and Remuneration Committee may deem appropriate after

approval of the Board of Directors or as may be directed by the Board of Directors from time to timeC. Performance Evaluation Criteria: 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.

D. Remuneration Policy: Subject to the approval of the Board of Directors and subsequent approval by the members at the General

Meeting and such authorities as the case may be, remuneration of Managing Director, Whole time Directors and Key managerial persons is fixed by the Nomination and Remuneration Committee. The remuneration is decided by the Nomination and Remuneration Committee taking into consideration various factors such as qualifications, experience, expertise, prevailing remuneration in the competitive industries, financial position of the company etc.,



Details of Remuneration and Sitting Fees to the directors for the year: Pursuant to the provisions of Section 197 and other applicable provisions, if any, of the Companies Act, 2013

and Rule 4 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the sitting fees be paid to the Directors of the Company for attending meeting of the Board of Directors and any other Committee Meetings of the Company.

The Company has appointed Mr. Mukesh Chouhan as the Executive Director of the Company w.e.f. 27th March, 2015 with remuneration of Rs. 15,000/- per month w.e.f 1st April 2015. During the year under review, the company has appointed Mr. Navin Thakur as the Executive Director of the Company w.e.f. 5th March, 2018 with remuneration of Rs. 32,500/- per month w.e.f 1st March, 2018. Details of remuneration/other benefits/stock options paid/given/granted to other directors are shown in MGT-9 which forms a part of the Annual Report.

(3C) STAKEHOLDERS’ RELATIONSHIP COMMITTEE A. Composition and attendance: Pursuant to section 178 (5) of Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and

Disclosure Requirements) Regulation, 2015 stakeholders’ relationship committee must fulfill below mentioned points:• chairman of this committee shall be a non-executive director.

The Committee periodically reviews the status of shareholders’ grievances and redressal of the same. The Committee has met four (4) times during the financial year ended 31st March, 2018 i.e. on May 26, 2017; August 10, 2017; November 14, 2017 and February 12, 2018. The present composition of the committee & attendance of the members in the meeting during the year is as follows:

Name of the Member Position Category Meeting attendance

Mr. Ashok Soni Chairman Independent & Non Executive Director 4Mrs. Chhaya Soni Member Independent & Non Executive Director 4

Mr. Mukesh Chouhan Member Executive Director 4 Post financial year, composition of the committee is duly reconstituted by the Board in its meeting held on

August 14, 2018.B. Terms of Reference:

• to look into the redressal of grievances of shareholders, resolve their grievances including complaints related to transfer/transmission of shares, non-receipt of balance sheet, non-receipt of declaration of dividends;

• Review of the periodicity and effectiveness of the share transfer process, statutory certifications, and depository related issues and activities of the Registrar and Transfer Agent;

• Issue split and/or duplicate Share certificates as requested by the members; • Such other matters as may from time to time be required by any statutory, contractual or other

regulatory requirements to be attended to by such committee;C. Information on Investor Grievances for the period from 1st April, 2017 to 31st March 2018: There are no outstanding complaints at the close of financial year which were received from shareholders

during the year. The Company has no transfers pending at the close of the financial year. The total no. of complaints received and complied during the year were:

Opening Complaints Received Complied PendingNil Nil Nil Nil

The complaints had been attended to within seven days from the date of receipt of the compliant, as communicated by the Registrar and Transfer Agent i.e. Bigshare Services Pvt. Ltd.

D. Compliance Officer: Mr. Navin Thakur is the compliance officer for complying with the requirements of SEBI (Prohibition of

Insider Trading) Regulation, 2015 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

4) POLICIES AND DISCLOSURES:4A Prevention of Insider Trading & Insider Trading Policy The Company has adopted a Code of Conduct & Code of fair disclosures under Prevention of Insider Trading

with a view to regulate, monitor and report trading in securities by the Directors, Key Managerial Persons



and all the connected persons of the Company under SEBI(Prohibition of Insider Trading) Regulations, 2015. This code includes practices and procedures for fair disclosure of unpublished price sensitive information, initial and continual disclosures. The code requires pre-clearance for dealing in company’s shares and prohibits the purchase and sale of Company Shares by the Directors, Key Managerial Persons and all the connected persons while in possession of unpublished price sensitive information in relation to the Company and during the period when trading window is closed.

4B Code of Conduct for all Director and senior management The Board has adopted the Codes for all Director and senior management of the Company and the same

have been posted on the website on the Company viz. www.pazelinternational.com. All the Board members and senior management of the Company have affirmed compliance with their respective Codes as on 31st March, 2018. A declaration to this effect, signed by the Managing Director of the Company is annexed hereto.

4C Disclosure on Material Related Party Transactions During the year, there are no materially significant related party transactions of the Company with promoters

and key managerial person which may have potential conflict with the interest of the Company. The Policy may be accessed on the Company’s website.

4D Adoption of Whistle Blower Policy The Company promotes ethical behavior in its business activities and has put in place mechanism for

reporting unethical behavior. The Company has a Vigil Mechanism/Whistle Blower Policy under which the employees are free to report violations of applicable laws and regulations to the Audit Committee. During the year, no personnel has been denied access to the audit committee and there are no events to report. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.pazelinternational.com

4E Details of non-compliance by the company, penalties, strictures imposed on the company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets.

There is no reported case of non-compliance by the Company and/or levy of any penalties, imposition of strictures on the Company by the Stock Exchanges or SEBI or any other statutory or other authority on any matter related to capital markets during the year under report.

4F Policy on material subsidiaries The company has adopted a policy to determine the material subsidiaries and material non-listed Indian

subsidiaries and to provide governance framework for the same. The Vigil Policy has been uploaded on the website of the Company at pazelinternational.com

4G Policy for determining materiality of disclosures & Document Archival Policy: The company has adopted policy for determining materiality of disclosures & Document Archival Policy as

per the provisions of listing regulations. The policy has been uploaded on the website of the company

5) MD/CFO CERTIFICATION:

The Whole-time Director (WTD) of the Company give annual Compliance Certificate in accordance with Regulation 17(8) read with Part B of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The annual Compliance Certificate given by WTD is published in Annual Report.

6) DETAILS OF COMPLIANCE WITH MANDATORY AND NON-MANDATORY REQUIREMENTS OF LISTING REGULATIONS 2015:A. Your Company has complied with all the mandatory requirements of Listing Regulations 2015 except those

noticed by the secretarial auditor of the company in their report annexed to the Board’s Report.B. Compliance with non mandatory requirement under listing regulations 2015: The status of compliance with non-mandatory recommendations of the Listing Regulations 2015 with Stock

Exchanges is provided below:i. The Board of Directors: The Company has Executive Chairman and he does not maintain his own separate office.ii. Shareholder Rights: In addition to publishing its quarterly results in English and Marathi newspaper having wide

circulation, the Company uploads its quarterly results and shareholding pattern and corporate governance reports and all other disclosures submitted to stock exchanges on its website www.pazelinternational.com.

iii. Audit qualifications: The Company’s financial statement for the financial year does not contain any modified audit opinion.



iv. Separate posts of Chairman and CEO: The Chairman and Whole-time Executive Director are same in the Company. The Board is chaired by

Whole-time Director.v. Reporting of Internal Auditor: The Internal auditor directly report to the Audit Committee.

7) GENERAL BODY MEETINGS :A. PARTICULARS OF GENERAL MEETINGS HELD DURING LAST THREE YEARS:

AGM Year Date, Time and Venue Special resolutions passed34th 2014-15 30/09/2015 11.00. A.M.

Hotel Land Mark, Link Road, Malad (West), Mumbai – 400 064

To appoint Mr. Mukesh Chouhan as Whole time director of the Company

35th 2015-16 30/09/2016 11.00. A.M.223, Natraj Market, S.V. Road, Malad (West), Mumbai – 400 064

No Special Resolution was passed

36th 2016-17 25/09/2017 3.00 P.M.223, Natraj Market, S.V. Road, Malad (West), Mumbai – 400 064

No Special Resolution was passed

B. Postal Ballot: The Company has not passed any resolutions through postal ballot during the financial year.C. Extraordinary General Meetings: There were no Extraordinary General Meetings conducted during the Financial Year.

8) MEANS OF COMMUNICATION:

The Board of Directors of the Company approved and took on record the Un-Audited / Audited financial results within 45 days of quarter / half year and communicated the result to the Stock Exchange where the shares of the Company is listed and were not published in newspapers but were put on Company’s website www.pazelinternational.com

Note: Un-audited Financial Results were intimated to Stock Exchange within 45 days of first three quarters and Audited Financial Results for the last quarter /financial year ending within 60 days of close of financial year.

9) GENERAL SHAREHOLDERS INFORMATION: (i) Annual General Meeting Day, Date & Time: Thursday, September 27, 2018 at 3.00 p.m. Venue: 223, 2nd Floor, Natraj Market, S.V. Road, Malad (West), Mumbai – 400 064(ii) Financial Year: April 01, 2017 to March 31, 2018(iii) Book Closure dates: 21st September, 2018 to 27th September, 2018 (both days inclusive). (iv) Financial Calendar 2018-19 (Tentative) Tentative calendar for the financial year 2018-19 is as follow:-

First quarterly results On or before August 14, 2018Second quarterly / Half yearly results On or before November 14, 2018Third quarterly results On or before February 14, 2019Annual results for the year ending on March 31, 2018 On or before May 30, 2019Newspapers where the results are published Mumbai Lakshadeep and The Active TimesWebsite where the financial results, shareholding pattern, annual report etc. are uploaded www.bseindia.com

(v) The Equity Shares of the Company are Listed on: Bombay Stock Exchange Limited (BSE) Phiroze Jeejeebhoy Towers Dalal Street, Mumbai 400 001 The Company has paid annual listing fees to the stock exchanges for the financial year and has complied



with the listing requirements. The Company has also paid annual custodian fee for the year under review to NSDL & CDSL.

(vi) Stock Code

Stock Exchange Code

BSE 504335

Demat ISIN Numbers in NSDL and CDSL INE040N01029

CIN L60200MH1980PLC022303

(vii) Stock Market data from April 2017 to March 2018 (In Rs. / Per Share)*:

Period High (Rs.) Low (Rs.) Period High (Rs.) Low (Rs.)

April 2017 - - Oct 2017 - -

May 2017 - - Nov 2017 - -

June 2017 - - Dec 2017 - -

July 2017 - - Jan 2018 - -

Aug 2017 - - Feb 2018 - -

Sep 2017 - - Mar 2018 - -

* Not available on BSE as the Company is suspended from the Stock Exchange. Brief reason for the same is explained by the directors in their report.

(viii) Performance in comparison to Bombay Stock Exchange Limited SENSEX Not available on BSE as the Company is suspended from the Stock Exchange. Brief reason for the same is

explained by the directors in their report.(ix) Distribution of Share Holding as on March 31, 2018

SHAREHOLDING OF NOMINAL NUMBER OF SHAREHOLDERS

% TO TOTAL

SHARES % TO TOTAL

1 500 488 67.3103 32225 0.0183

501 1000 33 4.5517 28742 0.0163

1001 2000 18 2.4828 27453 0.0156

2001 3000 7 0.9655 18247 0.0104

3001 4000 5 0.6897 18240 0.0104

4001 5000 10 1.3793 48578 0.0276

5001 10000 18 2.4828 157829 0.0896

10001 9999999999 146 20.1379 175768686 99.8119

Total 725 100.0000 176100000 100.0000

(x) Share Transfer System Share transfer in physical form are presently registered and returned within a period of 15 days from the

date of lodgment, in case the documents are complete in all respects. The Share Transfer Committee meets once a month if there are transfers to be approved.

(xi) Registrar and Transfer Agent Bigshare Services Pvt. Ltd. E-2/3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (East), Mumbai – 400 072, Phone No. : 022-40430200, Fax No. : 022-28475207



(xii) Shareholding Pattern (Category Wise) As On 31st March, 2018:

Category No. of Shares Percentage

(%)

Promoters -- --

Mutual Funds / UTI & Banks -- --

Bodies Corporate 114917695 65.26

Resident Individuals 58393807 33.16

NRIs / FIIs 7987 0.00

Clearing Members 2780511 1.58

TOTAL 176100000 100.00

(xiii) Dematerialisation of Shares: Approximately 99.99% of the Equity Shares have been dematerialized up to 31st March, 2018.(xiv) GDRs/ADRs/Warrants etc., The Company did not issue any GDRs/ADRs/Warrants or any convertible instruments.(xv) Investor correspondence for transfer / dematerilisation of shares and any other query relating to

the shares of the company: Bigshare Services Pvt. Ltd. E-2/3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (E), Mumbai 400 072 (xvi) Compliance Officer: Mr. Mr. Mukesh Chouhan Chairman and Whole time Director of the Company (upto May 30, 2018) Mr. Navin Thakur Chairman and Whole time Director of the Company (w.e.f. May 30, 2018) Ms. Trisha Tahalramani, Company Secretary and Compliance Officer (w.e.f. August 14, 2018) Email Id: [email protected](xvii) Registered Office: 223, 2nd Floor, Natraj Market, S .V. Road, Malad (West), Mumbai - 400 064 (xviii) Reconciliation of Share Capital Audit: In keeping with the requirements of SEBI and the Stock Exchanges, a Secretarial Audit by a practicing

Company Secretary is carried out to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and a total issued and listed capital. The said audit confirms that the total issued/paid-up capital tallies with the total number of shares in physical form and the total number of dematerialize shares held with NSDL and CDSL.

This audit is carried out every quarter and the report thereon is submitted to stock exchanges and is also placed before the Board of Directors. No discrepancies were noticed during these audits.

(xix) Half Yearly Certificates (Regulation 40):The Company has obtained and filed with the stock exchanges, the half yearly certificates received from Mr. Mihen

Halani, Practicing Company Secretary for due compliance with shares transfer formalities as required under Regulation 40 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(xx) Any query on Annual Report: PAZEL INTERNATIONAL LIMITED (FORMERLY RUTRON INTERNATIONAL LIMITED). 223, 2nd Floor, Natraj Market, S .V. Road, Malad (West), Mumbai - 400 064 Email Id: [email protected] Mandatory requirements are not applicable to the Company.



Declaration Regarding Code of Conduct

I hereby declare that all the members of the Board of Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct as adopted by the Company for the year ended 31st March, 2018.

Sd/-Mr. Navin Thakur

Whole time DirectorDIN 02457622

Place: MumbaiDate: 30.05.2018



AUDITORS’ REPORT ON CORPORATE GOVERNANCE

To

The Members,


(FORMERLY RUTRON INTERNATIONAL LIMITED)

This certificate is issued in accordance with the terms of our engagement with Pazel International Limited (Formely Rutron International Limited) (“the Company”).

We have examined the compliance of conditions of Corporate Governance by PAZEL INTERNATIONAL LIMITED (Formerly Rutron International Ltd.) for the year ended on 31st March, 2018, as stipulated in as per the relevant provisions of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 (SEBI Listing Regulations).

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

We have examined the books of account and other relevant records and documents maintained by the Company for the purposes of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.

Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of the Corporate Governance.

Based on our examination of the relevant records and according to the information and explanations provided to us and the representations provided by the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the Listing Regulations during the year ended 31st March, 2018.

As required by the Guidance Note issued by the Institute of Chartered Accountants of India we have to state that no investor grievances were pending for a period of one month against the company as per the records maintained by the Shareholders / Investors Relations and Grievance Committee.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For M/s MNNY & Associates,Chartered Accountants,Firm Regn No.114018W

Sd/-CA Natwarlal D. Trivedi

PartnerM. No. 047161

Place: MumbaiDate: 30.05.2018



WTD/CEO/CFO CERTIFICATION

To,

The Board of Directors,



Dear Sirs,

A. We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief:(1) These statements do not contain any materially untrue statement or omit any material fact or contain

statements that might be misleading;(2) These statements together present a true and fair view of the listed entity’s affairs and are in compliance

with existing accounting standards, applicable laws and regulations.

B. There are, to the best of our knowledge and belief, no transactions entered into by the listed entity during the year which are fraudulent, illegal or violative of the listed entity’s code of conduct.

C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of internal control systems of the listed entity pertaining to financial reporting and they have disclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify these deficiencies.

D. We have indicated to the auditors and the Audit committee;• significant changes in internal control over financial reporting during the year;• significant changes in accounting policies during the year and that the same have been disclosed in the notes

to the financial statements; and • instances of significant fraud of which they have become aware and the involvement therein, if any, of the

management or an employee having a significant role in the listed entity’s internal control system over financial reporting.


Mr. Navin Thakur Whole time Director

DIN: 02457622Place : MumbaiDated : 30.05.2018



INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF



REPORT ON THE IND AS FINANCIAL STATEMENTS

We have audited the accompanying Ind AS financial statements of PAZEL INTERNATIONAL LIMITED (FORMERLY RUTRON INTERNATIONAL LIMITED) (“the Company”), which comprise the Balance Sheet as at 31st March 2018, Statement of Profit and Loss, including the statement of Other comprehensive Income, the Cash Flow Statement and the Statement of changes in Equity for the year then ended and a summary of significant accounting policies and other explanatory information (hereinafter referred to as “Ind AS Financial Statements”).

MANAGEMENT’S RESPONSIBILITY FOR THE IND AS FINANCIAL STATEMENTS

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 with respect to preparation of these Ind AS Financial Statements that give a true and fair view of the state of affairs (Financial Position), Profit or Loss (Financial Performance including Other comprehensive Income), Cash Flows and the changes in Equity of the Company in accordance with the Accounting Principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR’S RESPONSIBILITY

Our responsibility is to express an opinion on these Ind AS Financial Statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit of the Ind AS Financial Statements in accordance with the Standards specified under Section 143(10) of the Act. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Ind AS Financial Statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Ind AS Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company’s preparation and fair presentation of the Ind AS Financial Statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the Ind AS Financial Statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS Financial Statements.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the state of affairs (financial



position) of the Company as at 31st March, 2018, and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure (A), a statement on the matters specified in paragraphs 3 and 4 of “the Order” to the extent applicable.

2. As required by section 143(3) of the Act, we report that:a. We have sought and obtained all the information and explanations which to the best of our knowledge and

belief were necessary for the purpose of our audit.b. In our opinion proper books of account as required by law have been kept by the company so far as appears

from our examination of those books.c. The Balance Sheet, statement of Profit and Loss including the Statement of Other Comprehensive Income,

the Cash Flow Statement and Statement of Changes in Equity dealt with by this report are in agreement with the books of account.

d. In our opinion, the aforesaid Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, Companies (Indian Accounting Standards) Rules, 2015, as amended.

e. On the basis of written representations received from the directors as on 31 March 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2018, from being appointed as a director under sub section (2) of section 164 of the Act.

f. With respect to adequacy of the internal financial control system over financial reporting of the Company and the operating effectiveness of such Controls, refer to our separate report in Annexure (B). Our report expresses the unmodified opinion on the adequacy and operating effectiveness of Company’s internal finance control over financial reporting.

g. With respect to the other matters included in the Auditor’s Report in accordance with the rule 11 of Companies ( Audit and Auditors) Rule 2014 as amended, in our opinion and to the best of our information and according to the explanations given to us:i. The Company does not have any pending litigations which would impact its financial position in its

Ind AS financial statements.ii. The Company did not have any long-term contracts including derivatives contracts for which there

were any material foreseeable losses in its financial statements.iii. There were no amounts, which were required to be transferred, to the Investor Education and

Protection Fund by the Company.

OTHER MATTER

The comparative financial information of the Company for the year ended 31st March, 2017 and the transition date opening Balance Sheet as at 01st April, 2016 included in these Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by the predecessor auditor whose report for the year ended 31st March, 2017 and 31st March, 2016 dated 26th May, 2017 and 27th May, 2016 respectively expressed an unmodified opinion on those Ind AS financial statements.

Our opinion is not modified in respect of above matter.

For MNNY & AssociatesChartered Accountants

FRN: 114018W Sd/-

CA Natwarlal D. TrivediPartner

Membership no.: 047161Place: MumbaiDate: 30th May, 2018



ANNEXURE (A) TO THE INDEPENDENT AUDITORS’ REPORT

(Referred to in paragraph 1 under the heading “Report on other legal and regulatory requirements” of our report of even date on account of Pazel International Limited (Formerly Rutron International Limited)(“the Company”) for the year ended 31st March 2018.

(i) In Respect of the Fixed Assets:(a) The Company has maintained proper records showing full particulars including quantitative details and

situation of fixed assets in computerized fixed assets register.(b) As informed and represented to us by the management of the company, fixed assets have been physically

verified by the management during the period under review and no material discrepancies noticed during such physical verification of fixed assets.

(c) According to the information and explanation given to us, the company does not hold any immovable properties in its own name during the period under review.

(ii) In Respect of Inventories:(a) The management had conducted the physical verification of inventory at reasonable intervals.(b) The Discrepancies noticed on physical verification of the inventory as compared to books records which has

been properly dealt with in the books of account were not material.

(iii) According to the information and explanation given to us, during the period under review, the Company has not granted any loans whether secured or unsecured to companies, firms, Limited Liability Partnerships or other parties listed in the register maintained under section 189 of the Companies Act, 2013. Therefore details under Sub Clause (a), (b) & (c) of Clause 3 (iii) of the Companies (Auditor’s Report) Order, 2016 are not applicable to the company.

(iv) During the period under review, the Company has not directly or indirectly advanced any loan to any of the directors or to any other person in whom the directors are interested or given any guarantees or provided any securities in connection with the loan taken by them or such other person pursuant to the provisions of section 185 nor made any investments pursuant to the provisions of section 186 of Companies Act 2013. Hence the details thereof are not applicable as required under clause 3 (iv) of the Companies (Auditor’s Report) Order, 2016.

(v) The Company has not accepted any deposits from public, covered under the provisions of section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under, during the period under review. Therefore, clause 3 (v) of the Companies (Auditor’s Report) Order, 2016 is not applicable to the company.

(vi) As per information and explanation given by the management, provisions in relation to maintenance of cost records as specified by the central Government under sub section (1) of section 148 of the Companies Act, 2013 are not applicable to the Company. Therefore, clause 3 (vi) of the Companies (Auditor’s Report) Order, 2016 is not applicable to the company.

(vii) In Respect of Statutory Dues:(a) According to information and explanation given to us and on the basis of the records of the Company,

undisputed statutory dues including provident fund, Employees’ State Insurance, profession tax, income-tax, service tax, Duty of customs, Duty of excise, Value added tax, GST, cess and any other statutory dues have been regularly deposited with the appropriate authorities.

According to the information and explanation given to us, there are no undisputed amounts payable in respect of provident fund, Employees’ State Insurance, profession tax, income-tax, service tax, duty of customs, duty of excise, value added tax, GST, cess and any other statutory dues were in arrears as at 31st March 2018, for a period of more than six months from the date they became payable.

(b) According to the records of the Company and explanation given to us, there are no material dues of provident fund, Employees’ State Insurance, profession tax, income-tax, service tax, Duty of customs, Duty of excise, Value added tax, GST, cess and any other statutory dues on account of dispute which have not been deposited with the appropriates authorities on account of any disputes as on 31st March, 2018, other than the details which are given below :



Name of Statute Nature of Due

Forum where dispute is pending

Period for which the amount relates

Amount (in Lacs)

The Income Tax Act, 1961

Income Tax

Commissioner of Income Tax (Appeals) AY-2012-13 Rs. 204.22

The Income Tax Act, 1961

Income Tax

Commissioner of Income Tax (Appeals) AY-2015-16 Rs. .1.54

(viii) Based on our audit procedures and the information and explanation given by management, the company has not borrowed funds from financial institutions, banksnor money raised through the issue of debentures during the period under review. Therefore details required to be disclosed underclause 3 (viii) of the Companies (Auditor’s Report) Order, 2016 is not applicable to the company.

(ix) According to the records of the Company and explanation given to us, the company has not raised money by way of InitialPublicOffer(IPO)orfurtherpublicoffer(including debt instruments)andtermloans during the period under review, therefore, clause 3(ix) of the Companies (Auditor’s Report) Order, 2016 is not applicable to the company.

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the Ind AS financial statements and as per information and explanation given by the Management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

(xi) Based upon the audit procedures performed and the information and the explanations given by the management, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) As per information and explanation given by the management, the company is not a Chit Fund, Nidhi or Mutual Benefit Fund/ Society. Therefore, clause 3(xii) of the Companies (Auditor’s Report) Order, 2016 is not applicable to the company.

(xiii) As per information and explanation given by the management, all transaction swith the related parties are incompliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details of such transactions have been disclosed in the standalone f inancial statementsetc., asrequired by theapplicable accountingstandards.

(xiv) As per information and explanation given by the management, thecompanyhas not made any preferential allotment or private place mentof shares or fully or partly convertible debentures during the period under review, hence requirement of section 42 of the Companies Act, 2013 are not applicable to the company.Therefore, details under clause 3(xiv) of the Companies (Auditor’s Report) Order, 2016 are not applicable to the company.

(xv) As per information and explanation given by the management, the company has not entered into any non-cash transactionswith directorsorpersonsconnected withhim. Therefore, compliance pursuant to the provisions of section 192 of Companies Act 2013 is not applicable.Therefore, details under clause 3 (xv) of the Companies (Auditor’s Report) Order, 2016 are not applicable to the company.

(xvi) As per information and explanation given by the management, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Therefore, clause 3 (xvi) of the Companies (Auditor’s Report) Order, 2016 is not applicable to the company


FRN: 114018WSd/-


Membership No. 047161Place: MumbaiDate: 30th May, 2018



ANNEXURE (B) TO THE INDEPENDENT AUDITORS’ REPORT

(Referred to in paragraph 2(f) under the heading “Report on other legal and regulatory requirements” of our report of even date on account ofPazel International Limited (Formerly Rutron International Limited)(“the Company”)for the year ended 31st March 2018, Report on the Internal Financial Controls under Clause (i) of Sub section 3 of section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Pazel International Limited (Formerly Rutron International Limited) (“the Company”) as of 31st March, 2018 in conjunction with our audit of the Ind AS financial statements of the company for the year ended on that date.

MANAGEMENT’S RESPONSIBILITY FOR THE INTERNAL FINANCIAL CONTROLS

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the company considering the essentials components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the Safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

AUDITORS’ RESPONSIBILITY

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We have conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by the Institute of Chartered Accountants of India and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of risks of material misstatement of the Ind AS financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial control over financial reporting includes policies and procedures that :

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditure of the Company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.



INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OPINION

In our opinion, to the best of our information and according to the explanation given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the “Guidance Note”on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.


FRN: 114018W Sd/-


Membership no.: 047161Place: MumbaiDate: 30th May, 2018



Company’s Basic Information –

M/s. Pazel International Limited (Formerly Rutron International Limited) is a Listed PublicLimited Company, incorporated on 07th March 1980. It is classified as Non-govt Company and is registered at Registrar of Companies, Mumbai. M/s Pazel International Limited‘s Corporate Identification Number is (CIN) L60200MH1980PLC022303 and its registration number is 022303. Its registered address is 223, IInd Floor, Natraj Market S.V. Road, Malad (W), Mumbai-400064.

Note 1: SIGNIFICANT ACCOUNTING POLICIES :

a) Basis of preparation of financial statements (Ind AS 101)(i) Compliance with Ind AS These Ind AS financial statements have been prepared in accordance with the Indian Accounting standards

(Ind AS) notified under section 133 of the Companies Act, 2013 (‘the Act’) [Companies (Indian Accounting Standards) Rules, 2015, as amended by notification dated 31st March, 2016] and other relevant provisions of the Act. All assets and liabilities have been classified as current or non-current as per the Company’s operating cycle and other criteria set out in the Schedule III (Division II) to the Companies Act, 2013. Based on the nature of services and the time between the rendering of service and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as twelve months for the purpose of current and noncurrent classification of assets and liabilities. Effective 01st April, 2017, the Company has adopted Ind AS standards and the adoption was carried out in accordance with Ind AS 101 'First time Adoption of Indian Accounting Standards, with 01st April, 2015 as the transition date. The transition was carried out from Indian Accounting Principles generally accepted in India as prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (IGAAP) which was the previous GAAP. Accounts for the previous year 31st March, 2017 were audited by predecessor auditors. The Ind AS financial statements are presented in Indian Rupees and all amounts disclosed in the Ind AS financial statements and notes have been rounded off to nearest to Rupees (as per the requirement of Schedule III), unless otherwise stated.

(ii) Historical Cost Convention The Financial statements have been prepared on a historical cost basis, except for the following:

• Certain financial assets and liabilities (including derivative instruments) and contingent consideration that are measured at fair value;

• assets held for sale – measured at fair value less cost to sell;• Defined benefit plans-plan assets measured at fair value; and • Share - based payments.

b) Property, plant and equipment (Ind AS 16)

Property, Plant and Equipment are stated at cost, net of recoverable taxes, trade discount and rebates less accumulated depreciation and impairment losses, if any. Such cost includes purchase price, borrowing cost and any cost directly attributable to bringing the assets to its working condition for its intended use, net charges on foreign exchange contracts and adjustments arising from exchange rate variations attributable to the assets. In case of land the Company has availed fair value as deemed cost on the date of transition to Ind AS. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the entity and the cost can be measured reliably.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are recognized in profit or loss during the reporting period, in which they are incurred.

Depreciation methods, estimated useful lives and residual value

Depreciation Depreciation on Property, Plant and Equipment is provided using written down value method on depreciable amount. Depreciation is provided based on useful life of the assets as prescribed in Schedule II to the Companies Act, 2013 except in respect of the following assets, where useful life is different than those prescribed in Schedule II;



Assets Estimated useful life (Years)

Computers 3

Furniture and Fixtures 8

The residual values, useful lives and methods of depreciation of Property, Plant and Equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.

Gains or losses arising from derecognition of a Property, Plant and Equipment are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the Statement of Profit and Loss when the asset is derecognised.

c) Intangible assets (Ind AS 38)

Intangible assets acquired separately are measured on initial recognition at historical cost. Intangibles assets have a finite life and are subsequently carried at cost less any accumulated amortization and accumulated impairment losses if any.

Intangible assets with finite lives are amortized over the useful life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortization period or method, as appropriate, and are treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is recognized in the statement of profit and loss unless such expenditure forms part of carrying value of another asset.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit or loss when the asset is derecognized.

Amortisation methods and estimated useful lives

Assets Estimated Useful Life (Years)

Software License 3

d) Impairment of non-financial assets- Property, Plant and Equipment and Intangible Assets(Ind AS 36)

The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators. The Company bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately for each of the Company’s CGUs to which the individual assets are allocated. Impairment losses of continuing operations, including impairment on inventories, are recognised in the statement of profit and loss. An assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Company estimates the asset’s or CGU’s recoverable amount. A previously recognised impairment loss is reversedonly if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the statement of profit and loss.



e) Borrowing Costs(Ind AS 23)

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the borrowing costs.

f) Inventories(Ind AS 2)

Items of inventories are measured at lower of cost and net realisable value after providing for obsolescence, if any, except in case of Stock of Shares (acquired for trading) which are valued at cost. Cost of inventories comprises of cost of purchase, cost of conversion and other costs including manufacturing overheads net of recoverable taxes incurred in bringing them to their respective present location and condition.

Cost of trading and other products are determined on weighted average basis.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

Obsolete inventories are identified and written down to net realisable value. Slow moving and defective inventories are identified and provided to net realisable value.

g) Foreign currency translations(Ind AS 21)(i) Functional and presentation currency Items included in the Ind AS financial statements of the Company are measured using the currency of the

primary economic environment in which the Company operates (‘the functional currency’) i.e., Indian Rupee (INR) which is its presentation currency as well.

(ii) Transactions and balances Initial recognition On initial recognition, all foreign currency transactions are recorded by applying to the foreign currency

amount the spot exchange rate between the functional currency and the foreign currency at the date of the transaction.

Subsequent recognition As at the reporting date, foreign currency monetary items are translated using the closing rate and non-

monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the initial transaction.

Exchange gains and losses arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the year or in previous financial statements are recognised in profit or loss in the year in which they arise.

Translation of foreign operations The Ind AS financial statements of foreign operations are translated using the principles and procedures

mentioned above, since these businesses are carried on as if it is an extension of the Company’s operations.

h) Revenue recognition (Ind AS 18)

Revenue from sale of goods is recognised when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated cost can be estimated reliably, there is no continuing effective control or managerial involvement with the goods, and the amount of revenue can be measured reliably.

Revenue from rendering of services is recognised when the performance of agreed contractual task has been completed.

Revenue from operations is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duties collected on behalf of the government.

Interest Income

Interest Income from a Financial Assets is recognised using effective interest ratemethod.



i) Employee benefits (Ind AS 19)

(i) Short-term employee benefits

Liabilities for salaries, including other monetary and non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

j) Income tax(Ind AS 12)

Current income tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.

Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Current tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred tax

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. Deferred tax liabilities are recognised for all taxable temporary differences, except when it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probablethat taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

Minimum Alternate Tax (MAT)

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment to future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet when it is probable that future economic benefit associated with it will flow to the Company.

k) Statement of Cash Flow (Ind AS 7)

Cash flows are reported using indirect method as set out in Ind AS -7 “Statement of Cash Flows”, whereby profit / (loss) before tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.



l) Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise cash on hand, amount at banks and other short-term deposits with an original maturity of three months or less that are readily convertible to known amount of cash and, which are subject to an insignificant risk of changes in value.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the company’s cash management

m) Earnings Per Share (EPS)(Ind AS 33)(i) Basic earnings per share Basic earnings per share is calculated by dividing:

• the profit for the year attributable to equity holders of the Company • by the weighted average number of equity shares outstanding during the financial year, adjusted for

bonus elements in equity shares issued during the year (ii) Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take

into account: • the weighted average number of additional equity shares that would have been outstanding assuming

the conversion of all dilutive potential instruments into equity shares.

For the purpose of calculating basic EPS, shares allotted to ESOP trust pursuant to the employee share based payment plan are not included in the shares outstanding as on the reporting date till the employees have exercised their right to obtain shares, after fulfilling the requisite vesting conditions. Till such time, the shares so allotted are considered as dilutive potential equity shares for the purpose of calculating diluted EPS.

n) Provision for liabilities and charges, Contingent liabilities and contingent assets (Ind AS 37)

The assessments undertaken in recognising provisions and contingencies have been made in accordance with the applicable Ind AS. Provisions represent liabilities to the Company for which the amount or timing is uncertain. Provisions are recognized when the Company has a present obligation (legal or constructive), as a result of past events, and it is probable that an outflow of resources, that can be reliably estimated, will be required to settle such an obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows to net present value using an appropriate pre-tax discount rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Unwinding of the discount is recognized in the statement of profit and loss as a finance cost. Provisions are reviewed at each reporting date and are adjusted to reflect the current best estimate. The Company has significant capital commitments in relation to various capital projects which are not recognized on the balance sheet. In the normal course of business, contingent liabilities may arise from litigation and other claims against the Company. Guarantees are also provided in the normal course of business. There are certain obligations which management has concluded, based on all available facts and circumstances, are not probable of payment or are very difficult to quantify reliably, and such obligations are treated as contingent liabilities and disclosed in the notes but are not reflected as liabilities in the financial statements. Although there can be no assurance regarding the final outcome of the legal proceedings in which the Company involved, it is not expected that such contingencies will have a material effect on its financial position or profitability. Contingent assets are not recognised but disclosed in the financial statements when an inflow of economicbenefits is probable.

o) Use of Estimates and Judgements

The preparation of the financial statements in conformity with Ind AS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, expenses and disclosures of contingent assets and liabilities at the date of these financial statements and the reported amounts of revenues and expenses for the years presented. Actual results may differ from these estimates under different assumptions and conditions. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and future periods affected.

p) Trade Receivables Trade Receivables are recognised initially at fair value and subsequently measured at amortised cost

using the effective interest method, less provision for impairment.



q) Previous Year’s figure have been regrouped/ rearranged wherever necessary to conform to the current year’s presentation

For MNNY & Associates For and on behalf of the Board of Directors of Chartered Accountants Pazel International LimitedFRN : 114018W

Sd/- Sd/- Sd/-CA Natwarlal D. Trivedi Navin Thakur Ashok H. SoniPartner Director DirectorMembership No.: 047161 DIN : 02457622 DIN : 02074150

Place: Mumbai.

Date: 30th May, 2018



PAZEL INTERNATIONAL LIMITED Formerly Rutron International Limited

Annual Report 2017-18

Balance Sheet as at 31st March, 2018(Amount in INR)

Particulars Note No.

As at 31st March 2018


As at 1st April 2016

I. ASSETS(1) Non-current assets(a) Property, Plant and Equipment 2 18,771 26,469 42,458 (b) Capital work-in-progress - - - - (c) Intangible Assets 2 3,158 8,842 14,527 (d) Goodwill - - - - (e) Other Intangible assets - - - - (f) Intangible assets under evelopment - - - - (g) Biological Assets other than bearer plants - - - - (h) Financial Assets (i) Investments - - - - (ii) Trade receivables - - - - (iii) Loans 3 117,290,562 125,435,093 134,919,799 (iv) Other financial assets 4 2,642,302 2,880,830 2,672,901 (i) Deferred tax assets (net) - - - - (j) Other non-current assets - - - - Total Non-current assets 119,954,793 128,351,234 137,649,685 (2) Current Assets(a) Inventories 5 23,047,734 21,446,118 14,150,301 (b) Financial Assets (i) Investments - - - - (ii) Current Trade receivables - - - - (iii) Cash and cash equivalents 6 89,848 2,027,767 531,225 (iv) Bank balances other than Cash and cash equivalents - - - - (v) Loans 7 36,053,157 21,818,551 23,322,156 (vi) Others (to be specified) - - - - (c) Current Tax Assets (Net) 8 10,969 - - (d) Other current assets 9 5,090,591 793,786 740,801 Total Current assets 64,292,299 46,086,222 38,744,483 TOTAL ASSETS 184,247,092 174,437,456 176,394,168 II. EQUITY AND LIABILITIES(1) Equity(a) Equity Share capital 10 176,100,000 176,100,000 176,100,000 (b) Other Equity 11 2,732,517 (2,222,390) (1,047,670)Total Equity 178,832,517 173,877,610 175,052,330






As at 1st April 2016

(2) LiabilitiesNon-current liabilities(a) Financial Liabilities (i) Borrowings - - - - (ii) Trade payables - - - - (iii) Other financial liabilities (other than those specified in item (b), to be specified)

- - - -

- - - (b) Deferred tax liabilities (Net) - - - - Total Non Current Liabilities - - - Current liabilities(a) Financial Liabilities (i) Borrowings 12 1,345,026 51,495 967,468 (ii) Trade payables 13 3,520,002 136,082 140,916 (iii) Other financial liabilities (other than those specified in item (c)

- - - -

(b) Other current liabilities 14 549,547 372,269 233,454 (c) Provisions - - - - (d) Current Tax Liabilities (Net) - - - Total Current Liabilities 5,414,575 559,846 1,341,838 TOTAL EQUITY AND LIABILITIES 184,247,092 174,437,456 176,394,168 III. Significant Accounting Policies 1

The accompanying notes from 1-24 form integral part of Ind AS financial statements.

In terms of our report of even date attached herewith


Sd/- Sd/- Sd/-CA Natwarlal D. Trivedi Navin Thakur Ashok H. SoniPartner Director DirectorMembership No.: 047161 DIN : 02457622 DIN : 02074150Place: Mumbai Place: MumbaiDatte: 30/05/2018 Datte: 30/05/2018





Statement of Profit and Loss for the year ended 31st March, 2018(Amount in INR)


Figures for the current reporting period

31.03.2018

Figures for the previous reporting period

31.03.2017I Revenue from Operations 15 34,124,746 6,351,885

II Other Income(net) 16 7,826,963 9,214,044

III Total Revenue (I + II) 41,951,709 15,565,929

IV Expenses

Purchases of Stock-in-Trade 17 33,650,587 13,306,777

Changes in inventories of Stock-in-trade 18 (1,601,616) (7,295,817)

Employee benefits expense 19 1,450,894 2,006,381

Finance costs 20 104,256 143,636

Depreciation and amortization expense 2 13,488 21,674

Other Expenses 21 2,531,843 8,421,778

Total Expenses (IV) 36,149,452 16,604,429

V Profit/(loss) before tax (III-IV) 5,802,257 (1,038,500)

VI Tax Expense:

(a) Current Tax - 1,105,620 -

Less: Mat Entitlement (258,270) -

Net Current Tax 847,350 -

(b) Deferred Tax - - -

(c) I.Tax of earlier years w/off - - 136,220

847,350 136,220

VII Profit/(loss) for the year (VI-VII) 4,954,907 (1,174,720)

VIII Other Comprehensive Income

(i) Items that will not be reclassified subsequently to the statement of profit or loss

- - -

(ii) Income tax relating to items that will not be reclassified to profit or loss

- - -

(iii) Items that will be reclassified subsequently to the statement of profit or loss

- - -

(iv) Income tax relating to items that will be reclassified to profit or loss

- - -

Total Other Comprehensive Income for the Year (Net of Tax)

- -




Figures for the current reporting period

31.03.2018

Figures for the previous reporting period

31.03.2017IX Total Comprehensive Income for the year

(VII+VIII)(Comprising Profit (Loss) and Other Comprehensive Income for the year)

4,954,907 (1,174,720)

X Earnings Per Equity Share (Face Value Rs. 1/- Per Share):

22

Basic & Diluted (Rs.) 0.03 -

XI Significant Accounting Policies 1









Cash Flow Statement for the year ended 31st March, 2018 (Amount in INR)

Particulars for the year ended on 31st March, 2018

for the year ended on 31st March, 2017

CASH FLOW FROM OPERATING ACTIVITIES Net Profit before Tax as per statement of Profit and Loss 5,802,257 (1,038,500) Adjustments for : Depreciation 13,488 21,674 Interest Income 7,660,683 8,902,668 Impairment Gain (106) -

7,674,065 8,924,342 Operating Profit before Working Capital change 13,476,322 7,885,842 Adjustments for : Adjustments for (increase) / decrease in: Trade Receivables - - Loans and advances (14,234,606) 1,503,605 Inventories (1,601,616) (7,295,817) Other Bank Balances - - Other Current assets (4,296,805) (52,985) Trade Payables 3,383,921 (4,835) Current Liabilities 435,548 138,815 Provisions - (16,313,558) - (5,711,217)

Cash Generated from Operations (2,837,236) 2,174,625 Taxes Paid (Net) 1,116,589 136,220 NET CASH FROM OPERATING ACTIVITIES Total (A) (3,953,825) 2,038,405 CASH FLOW FROM INVESTING ACTIVITIES Earmarked deposits placed with banks - (207,929) Proceeds from bank deposits 238,527 - Property, Plant and Equipment and Intangible Assets (Purchased)/Sold

- -

Interest Income (166,174) (231,032) NET CASH USED IN INVESTING ACTIVITIES Total (B) 72,353 (438,961) CASH FLOW FROM FINANCING ACTIVITIES Proceeds from Borrowing - Non Current 1,293,531 (915,972) Non Current Advances made 8,144,531 9,484,706 Interest Income (7,494,509) (8,671,636) NET CASH FROM FINANCING ACTIVITIES Total (C) 1,943,553 (102,902)



Particulars for the year ended on 31st March, 2018

for the year ended on 31st March, 2017

Net Increase/(Decrease) in Cash and Cash Equivalents Total (A+B+C)

(1,937,919) 1,496,542

Opening Balance of Cash and Cash Equivalents 2,027,767 531,225 Closing Balance of Cash and Cash Equivalents 89,848 2,027,767 Net Increase/(Decrease) in Cash and Cash Equivalents (1,937,919) 1,496,542 Significant Accounting Policies- Note No. 1 -0.75 -0.00







Notes to Ind AS financial statements for the year ended 31st March, 2018

Note 2 - PROPERTY, PLANT AND EQUIPMENT, CAPITAL WORK-IN-PROGRESS, INTANGIBLE ASSETS AND INTANGIBLE ASSETS UNDER DEVELOPMENT

(Amount in INR)

Description

GROSS BLOCK DEPRECIATION / AMORTISATION AND DEPLETION NET BLOCK

As at 1st

April, 2017

Additions/ Adjust-

ments

Deduc-tions

/ Adjust-ments

As at 31st

March, 2018

As at 1st

April, 2017

Deprecia-tion / am-ortisation expense for the

year

Other ad-justments

As at 31st

March, 2018

As at 31st

March, 2018

As at 1st

April, 2017

Property, Plant and Equipment Own Assets :

a Computer 44,025 - -

44,025

36,210 5,720 106 41,824 2,201 7,815

b office equipment.

22,000 - -

22,000 3,346 2,084 - 5,430 16,570

18,654

Total (A) 66,025 - -

66,025

39,556 7,804 106 47,254

18,771

26,469

Intangible Assets :

a Software 18,000 - -

18,000 9,158 5,684 - 14,842 3,158 8,842

Total (B) 18,000 - -

18,000 9,158 5,684 - 14,842 3,158 8,842

Total (A) + (B)

84,025 - -

84,025

48,714 13,488 106 62,096

21,929

35,311

Previous year

84,025 - -

84,025

27,040 21,674 - 48,714

35,311

56,985



Notes to Ind AS financial statements for the year ended 31st March, 2018

Note 3 - Loans- Non-current (Amount in INR)

Particulars As at 31st March, 2018 As at 31st March, 2017 As at 31st March, 2016 Other Loans and Advances (Body Corporate & Others)

117,290,562 125,435,093 134,919,799

TOTAL 117,290,562 125,435,093 134,919,799

Secured, considered Good - - -

Unsecured, considered Good 117,290,562 125,435,093 134,919,799

Unsecured, considered Doubtful - - -

117,290,562 125,435,093 134,919,799

3.1 All the above loans and advances have been given for business purposes

3.2 Loans and Advances fall under the category of ‘Loans - Non-Current’ and are re-payable within 3 to 5 years.

Note 4 - Other non-current financial assets (Amount in INR)

Particulars As at 31st March, 2018 As at 31st March, 2017 As at 31st March, 2016 Balances with banks to the extent held as margin money or security against the borrowings- Term Deposit Accounts (Under lien with Banks)

2,642,302 2,880,830 2,672,901

2,642,302 2,880,830 2,672,901

4.1 Term Deposits Account includes term deposit (face value Rs. 25,00,000/-) pledged against overdraft availed from the bank during the year.

Note 5 - Inventories (Amount in INR)

Particulars As at 31st March, 2018 As at 31st March, 2017 As at 31st March, 2016 Stock in Trade 7,599,234 5,997,618 1,201,801

Stock-in-trade (Shares) 15,448,500 15,448,500 12,948,500 TOTAL 23,047,734 21,446,118 14,150,301

5.1 Stock in Trade is valued at lower of cost or net realisable value.

5.2 Stock in Trade also include stock of shares of Rs. 1,54,48,500 (Previous Year 1,54,48,500) acquired for trading.

5.3 Stock in Trade (Shares) is valued at cost.

Note 6 - Cash & Cash Equivalents (Amount in INR)

Particulars As at 31st March, 2018 As at 31st March, 2017 As at 31st March, 2016 Cash & Bank Balances

(i) Balances with Banks :

- Current Accounts 27,101 1,930,549 348,336

(ii) Cash-in-hand 62,747 97,218 182,889

TOTAL 89,848 2,027,767 531,225

6.1 Cash balance is physically verified at the closing date of the year by the management and certificate of the same is given to auditors.



Note 7 - Loans- Current(Amount in INR)

Particulars As at 31st March, 2018 As at 31st March, 2017 As at 31st March, 2016 (i) Other Loans and Advances (Body Corporate & Others)

36,053,157 21,818,551 23,322,156

TOTAL 36,053,157 21,818,551 23,322,156 Secured, considered Good - - - Unsecured, considered Good 36,053,157 21,818,551 23,322,156 Unsecured, considered Doubtful - - -

36,053,157 21,818,551 23,322,156

7.1 All the above loans and advances have been given for business purposes

7.2 Loans and Advances fall under the category of ‘Loans - Current’ and are re-payable within 1 year.

Note 8 - Current Tax Assets (Net) (Amount in INR)

Particulars As at 31st March, 2018 As at 31st March, 2017 As at 31st March, 2016 Income Tax Refund & TDS 1,116,589 - - Less : Provision for Tax (1,105,620) - - TOTAL 10,969 - -

Note 9 - Other Current Assets (Amount in INR)

Particulars As at 31st March, 2018 As at 31st March, 2017 As at 31st March, 2016 Prepaid Expenses 3,438 - - MAT Entitlement AY 2018-19 258,270 - - Tax paid against appeal AY 2012-13

4,085,000 - -

Tax paid against appeal AY 2015-16

31,000 - -

Cenvat Credit - 19,575 - Income Tax Refund AY 2015-16 - - 11,970 Income Tax Refund AY 2016-17 - - 703,831 MVAT Deposits 25,000 25,000 25,000 Income Tax Refund AY 2017-18 687,883 749,211 - TOTAL 5,090,591 793,786 740,801



Note 10 - Equity Share Capital (Amount in INR)

Particulars As at 31st March, 2018 As at 31st March, 2017 As at 31st March, 2016 Authorised : 20,00,00,000 Equity Shares of Re.1/- each (P.Y 20,00,00,000 Equity Shares of Re. 1/- each)

200,000,000 200,000,000 200,000,000

TOTAL 200,000,000 200,000,000 200,000,000 Issued and Subscribed and paid up capital : 17,61,00,000 (P.Y 17,61,00,000) Equity Shares of Re. 1/- each fully paid up

176,100,000 176,100,000 176,100,000

TOTAL 176,100,000 176,100,000 176,100,000

(a) Reconciliation of number of shares outstanding at the beginning and at the end of the reporting period (Amount in INR)

Particulars As at 31st March, 2018 As at 31st March, 2017 As at 31st March, 2016 Number of shares at the begin-ning of the year

176,100,000 176,100,000 176,100,000

Add: Number of Shares allotted fully paid up during the year

- - -

Less: Number of Shares bought back during the year

- - -

Number of shares outstand-ing as at the end of the year

176,100,000 176,100,000 176,100,000

(b) Terms / Rights attached to Equity Shares.

i) The Company has only one class of Equity Shares having a par value of Rs. 1/- per share. Each holder of Equity Share is entitled to one vote per share.

ii) In the event of liquidation of the Company, the holders of Equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of Equity shares held by the shareholders.

(c) The details of shareholders holding more than 5% shares.

Name of the Shareholders As at 31st March, 2018 As at 31st March, 2017 As at 31st March, 2016 Nos. of Shares % held Nos. of

Shares % held Nos. of Shares % held

Amit Patel HUF 11,000,000 6.25% 11,000,000 6.25% 11,000,000 6.25%Hasmukh Patel HUF 11,000,000 6.25% 11,000,000 6.25% 11,000,000 6.25%

(d) Detailed note on shares reserved to be issued under options and contracts / commitment for the sale of shares / divestments including the terms and conditions.

The company does not have any such contract / commitment as on reporting date.

(e) Detailed terms of any securities convertible into shares, e.g. in the case of convertible warrants, debentures, bonds etc.

The company does not have any securities convertible into shares as on reporting date.



Note 11 - Reserves & Surplus (Amount in INR)

Particulars As at 31st March, 2018 As at 31st March, 2017 As at 31st March, 2016(i) Capital Reserve As per last Balance Sheet 5,000 5,000 5,000 Add: Transferred from Profit and Loss Account

- - -

Less: Transferred to Profit and Loss Account

- - -

5,000 5,000 5,000 (ii) General Reserve As per last Balance Sheet 101,000 101,000 101,000 Add: On Issue on Shares - - -

101,000 101,000 101,000 (iii) Surplus in the Profit & Loss Account As per last Balance Sheet (2,328,390) (1,153,670) 718,562 Add: Profit for the year 4,954,907 (1,174,720) (1,872,232) Amount available for appro-priations

2,626,517 (2,328,390) (1,153,670)

Less: Appropriations Transferred to Special reserve - - - Proposed dividend on Equity Shares

- - -

Tax on Dividend - - - 2,626,517 - (2,328,390) - (1,153,670)

TOTAL 2,732,517 (2,222,390) (1,047,670)

Note 12 - Short Term Borrowings (Amount in INR)

Particulars As at 31st March, 2018 As at 31st March, 2017 As at 31st March, 2016 (a) Loans repayable on demand From banks

1,345,026 51,495 967,468

TOTAL 1,345,026 51,495 967,468 The above amount includes: Secured short term borrwings - - - Unsecured short term borrow-ings

1,345,026 51,495 967,468

1,345,026 51,495 967,468

12.1 Bank Overdraft from IDBI Bank at a Interest Rate of 8.40% p.a is secured by Hypothecation the Term Deposits with the IDBI Bank having Interest Rate at 6.40% p.a amounting to Rs. 25,00,000/-.



Note 13 - Trade Payables (Amount in INR)

Particulars As at 31st March, 2018 As at 31st March, 2017 As at 31st March, 2016 Trade Payable for Goods 3,429,237 - 4,727 Trade Payable for Expenses 90,765 136,082 136,189 TOTAL 3,520,002 136,082 140,916

13.1 Balance under the head Trade Payable are subject to confirmation and reconciliation and consequent adjustment thereof, if any.

13.2 According to information and explanation given to us by the management none of the trade payables fall under the category of MICRO, SMALL, MEDIUM ENTERPRISES as per MSMED Act, 2006 and no provision for interest paid/payable to them are made in the financial statements.

Note 14 - Other Current Liabilities (Amount in INR)

Particulars As at 31st March, 2018 As at 31st March, 2017 As at 31st March, 2016 Salaries Payable 177,251 257,169 176,577 TDS Payable 22,650 69,100 27,202 Professional Tax 600 1,000 2,675 Audit Fees Payable 72,000 45,000 27,000 Outstanding Expenses 12,759 - - GST Payable 264,286 - - TOTAL 549,547 372,269 233,454 The above amount includes: Secured current liabilities - - - Unsecured current liabilities 549,547 372,269 233,454

549,547 372,269 233,454









Statement of Changes in Equity for the year ended 31st March, 2018

a. EQUITY SHARE CAPITAL

Particulars Amount(INR)

As at 1st April, 2016 176,100,000

Changes in equity share capital -

As at 31st March, 2017 176,100,000

Changes in equity share capital -

As at 31st March, 2018 176,100,000

b. OTHER EQUITY

Particulars

Other Equity

Reserve and Surplus Other Comprehensive

Income

Total other EquitySpecial

ReserveGeneral Reserve

Retained Earnings

As at 1st April, 2016 5,000 101,000 - - 106,000

Transfer from Profit and Loss - - - - -

Transfer to Special Reserve - - - - -

Profit for the year - - - - -

Other Comprehensive Income - - - - -

Dividend - - - - -

Proposed Dividend - - - - -

Total Comprehensive Income for the year

5,000 101,000 - - 106,000

Transfer from Profit and Loss - - - - -

Transfer to Special Reserve - - - - -

Dividend on Equity Shares - - - - -

Tax on Dividend on Equity Shares - - - - -

As at 31st March, 2017 5,000 101,000 - - 106,000

Profit for the year - - 4,954,907 - 4,954,907

Other Comprehensive Income - - - - -



Particulars

Other Equity

Reserve and Surplus Other Comprehensive

Income

Total other EquitySpecial

ReserveGeneral Reserve

Retained Earnings

Total Comprehensive Income for the year

5,000 101,000 4,954,907 - 5,060,907

Transfer from Profit and Loss - - - -

Transfer to Special Reserve - - - -

Dividend on Equity Shares - - - - -

Tax on Dividend on Equity Shares - - - - -

As at 31st March, 2018 5,000 101,000 4,954,907 - 5,060,907








Annual Report 2017-18 Notes to Ind AS financial statements for the year ended 31st March, 2018

Note 15 - Revenue from Operations(Amount in INR)

Particulars For the year ended 31st March, 2018

For the year ended 31st March, 2017

(a) Income from Operation

Sales of Products 34,124,746 6,351,885

TOTAL 34,124,746 6,351,885

Note 16 - Other Income(Amount in INR)



Interest Income Interest on Fixed Deposits 166,174 231,032 Interest on IT Refund - 11,563 Interest Received 7,660,683 8,902,668 Other Non Operating Income Sundry Balance w/back - 68,781 Impairment Gain 106 - TOTAL 7,826,963 9,214,044

Note 17 - Purchases(Amount in INR)



Purchases 33,650,587 13,306,777

TOTAL 33,650,587 13,306,777

Note 18 - Changes in Inventories of Stock-in-trade(Amount in INR)



Inventories at the end of the year

Goods 7,599,234 5,997,618

Shares & Securities 15,448,500 15,448,500

Inventories at the beginning of the year

Goods 5,997,618 1,201,801

Shares & Securities 15,448,500 12,948,500

Net (Increase) / Decrease in Invento-ries

(1,601,616) (7,295,817)



Note 19 - Employment Benefit Expenses(Amount in INR)



Salaries , Bonus & Allowances 1,310,128 1,840,026 Staff Welfare Expenses 140,766 166,355 TOTAL 1,450,894 2,006,381

Note 20 - Financial Costs(Amount in INR)



Interest Expenses 104,256 143,636 TOTAL 104,256 143,636

Note 21 - Other Expenses(Amount in INR)



Audit Fees 80,000 50,000 Advertisement Expenses 34,321 11,166 Annual Listing Fees - - Bank Charges 15,380 23,070 CDSL/NSDL Processing Fees 101,957 206,550 Bad Debts - 5,575,000 Interest on delay payment - 11,536 Conveyance Expenses 310,115 357,007 Director Sitting Fees 25,750 27,600 Electricity Expenses 55,700 57,300 General Expenses 291,165 336,801 Legal & Professional Fees 1,079,859 1,376,407 Postage & Courier 1,050 7,757 Printing & Stationery 22,158 32,241 Professional Tax 2,500 2,500 Rent Paid 126,467 120,000 Traveling Expenses 29,755 25,152 Telephone Expenses 158,416 187,316 E-voting Charges 7,500 14,375 Foreign travelling Expenses 16,250 - Transportation Charges 41,600 - Sundry Balance W/Off 83,219 - Foreign Exchange Loss 40,682 - Appeal Fees 8,000 - TOTAL 2,531,843 8,421,778 21.2 Payment to Auditors As:Towards Statutory Audit 50,000 30,000 Towards Tax Audit 30,000 20,000

80,000 50,000



Note 22 - Earnings Per Equity Share(Amount in INR)



(a) Net profit after tax attributable to equity shareholders forBasic EPS 4,954,907 (1,174,720)Add/Less: Adjustment relating to po-tential equity shares

- -

Net profit after tax attributable to eq-uity shareholders for Diluted EPS

4,954,907 (1,174,720)

(b) Weighted average no. of equity shares outstanding during the yearFor Basic EPS 176,100,000 176,100,000 For Diluted EPS 176,100,000 176,100,000 (c) Face Value per Equity Share (Rs.) 1.00 1.00 Basic EPS 0.03 - Diluted EPS 0.03 -

22.1 Due to loss in previous year, Earning per share was negative, hence taken at Zero.

Note 23. Related party Disclosure :

23.1 Disclosure as required by Indian Accounting Standard-24 (Ind AS-24) - “Related Party Disclosures” as prescribed u/s 133 of Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rule, 2014 and as recommended by Institute of Chartered Accountants of India (ICAI) are as follows :- Related party relationship on the basis of requirements of Indian Accounting Standard 24 (Ind AS-24) is identified by the management and relied upon by the Auditors.

(a) Key Management Personnel Mukesh Chouhan DIN- 01090113 Director retired w.e.f. 30.05.2018 Omprakash Dineshchandra Agrawal DIN- 06992044 Director retired w.e.f. 05.03.2018 Ashok H. Soni DIN- 02074150 Director Chhaya Soni DIN- 02074162 Director ceased to be director w.e.f. 11.04.2018 Ramawatar Mittal DIN- 02798093 Director appointed w.e.f. 30.05.2018 Navin Thakur DIN- 02457622 Director appointed w.e.f. 05.03.2018(b) Relatives of Key Management Personnel NA(c) Other Related Parties where control exists:

(i) Sukusama Shares and Securities Private Ltd

23.2. Transaction carried out with related parties referred in 1 above, in ordinary course of business:

Transactions(a) Key

Management Personnnel

(b) Rela-tives of Key

Management Personnel

(c) Other Re-lated Parties

where control exists

Total

Remuneration (incl. Leave Encashment)

Mukesh Chouhan 191,000 - - 191,000

Navin Thakur 32,500 - - 32,500

Director’s Sitting Fees

Ashok Soni 12,500 - - 12,500

Chhaya Soni 12,500 - - 12,500

Rent Paid

Sukusama Shares and Securities Private Ltd - - 126,467 126,467



Note 24. Contingent Liabilities and Commitments :(Amount in INR)



(a) Claims against the company not acknowledged as debt 20,576,010 -

(b) Guarantees - -

24.1 As at 31st March, 2018, claims against the company not acknowledged as debts in respect of Income Tax matters amounted INR 204.22 Lacs for AY 2012-13 and INR 1.54 Lacs for AY 2015-16. These matters are pending before various appellate authorities and the Management including its tax advisors expect that it’s position will likely be uplheld on ultimate resolution and will not have material adverse effect on the company’s financial position and results of operations.

24.2 Income Tax claims amounting to INR 205.76 Lacs has not been considered as claimes not acknowledged as debt because there were favorable decisions in past, on similar claims and therefore, based on its assessment, is of the view that any liability resulting from these claims is remote and will not sustain on ultimate resolution.





T H I S PA G E

I S L E F T

I N T E N T I O N A L LY

B L A N K



37th Annual General Meeting – Thursday, 27th September, 2018

ATTENDANCE SLIP

Registered Folio no. / DP ID no. / Client ID no.

Number of shares heldName and Address of the Shareholder/Proxy

I hereby record my presence at the Thirty Seventh Annual General Meeting of Pazel International Limited held on Thursday, 27th September, 2018 at 3.00 P.M. at the registered office of the company situated at 223, 2nd Floor, Natraj Market, S. V. Road, Malad (West), Mumbai – 400 064, Maharashtra, India.

________________________________________

Signature of the Shareholder/Proxy

Notes:

1. Shareholders attending the meeting in person or through proxy are requested to fill in the Attendance Slip and submit the same at the attendance verification counter at the entrance of Meeting hall.

2. Bodies Corporate, whether a company or not, who are members, may attend through their authorised representatives appointed under Section 113 of the Companies Act, 2013. A copy of authorisation should be deposited with the Company.

3. Electronic copy of the Annual Report for financial year 2017-18 alongwith Notice of the Annual General Meeting (AGM), attendance slip and proxy form is being sent to all the members whose email address is registered with the Company/ Depository Participant unless any member has requested for a hardcopy of the same. Members receiving electronic copy and attending the AGM can print copy of this Attendance Slip.

4. Physical copy of the Annual Report for financial year 2017-18 alongwith Notice of the AGM, attendance slip and proxy form is sent in the permitted mode(s) to all members whose email is not registered or have requested for a hard copy.

_________________________________________________________________________________________________________________________________________

E-Voting Information

The electronic voting particulars are set out below:

EVEN (E -Voting Event Number) USER ID PASSWORD

Please refer notice for instructions on e-voting.

E-voting facility is available during the following voting period

Commencement of E-voting Conclusion of E-votingMonday, September 24, 2018 from 10.00 A.M. Wednesday, September 26, 2018 at 5.00 P.M.

T H I S PA G E

I S L E F T

I N T E N T I O N A L LY

B L A N K



Form No. MGT - 11

37th Annual General Meeting – Thursday, 27th September, 2018

PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of Member(s): _________________________________________________________________________________________________

Registered Address of Member(s): _________________________________________________________________________________________________

_________________________________________________________________________________________________

E-mail id: _________________________________________________________________________________________________

Folio No. / Client ID: _________________________________________________________________________________________________

DP ID: _________________________________________________________________________________________________

I/We, being the member(s) of PAZEL INTERNATIONAL LIMITED, holding _________________ Equity Shares hereby appoint:

1. Name: _________________________________________________________ E-mail Id: _______________________________________________

Address: _____________________________________________________________________________________________________________________

_______________________________________________________________Signature: _____________________________________or failing him

2. Name: _________________________________________________________ E-mail Id: _______________________________________________

Address: _____________________________________________________________________________________________________________________


3. Name: _________________________________________________________ E-mail Id: _______________________________________________

Address: _____________________________________________________________________________________________________________________


as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Thirty Seventh Annual General Meeting of the Company, to be held on Thursday, 27th September, 2018 at 3.00 P.M. at the registered office of the company situated at 223, 2nd Floor, Natraj Market, S. V. Road, Malad (W), Mumbai – 400 064, Maharashtra, India and at any adjournment thereof in respect of such resolutions as are indicated below:



Sr. No. Resolution

Vote (Optional see Note)

For Against Abstain

Ordinary Business

1.To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2018, together with the Reports of the Directors and the Auditors thereon

Special Business

2 To appoint Mr. Ramawatar Mittal (DIN: 02798093) as an Executive Director of the Company

3 To appoint Mr. Navin Mohan Thakur (DIN: 02457622) as an Executive Director of the Company

4 To appoint Mr. Navin Mohan Thakur (DIN: 02457622) as a Whole Time Director of the Company

5 To appoint Mr. Chetan Sagar (DIN: 08182100) as an Independent Director of the Company

6 To appoint Mrs. Sonal Sagar (DIN: 08182085) as an Independent Director of the Company

Signed this ____________________ day of _____________________ 2018

_____________________________

Signature of the member

__________________________________ __________________________________ __________________________________Signature of 1st proxy holder Signature of 1st proxy holder Signature of 1st proxy holder

Notes:

1. This form of proxy in order to be effective should be duly completed and deposited at the registered office of the Company not less than 48 hours before the commencement of the meeting.

2. A proxy need not be a member of the Company.

3. A person can act as a proxy on behalf of members not exceeding fifty and holding in aggregate not more than 10% of the total share capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

4. It is optional to indicate your preference. If you leave the ‘for’, ‘against’ or ‘abstain’ column blank against any or all of the resolutions, your proxy will be entitled to vote in the manner as he/she may deem appropriate.

Affix revenue stamp of not less than Rs, 1





Reg. Office: 223, 2nd Floor, Natraj Market, S. V. Road, Malad (W), Mumbai – 400 064,

Phone: 022-2844 9591 | Email: [email protected]

CIN: L60200MH1980PLC022303|Website: www.pazelinternational.com

PAPER – MGT -12

BALLOT PAPER/POLLING PAPER

Name(s) of Member(s) :(In BLOCK/CAPITAL LETTERS)Registered Address :

DP ID / Client ID* or Registered Folio No :No. of Equity Shares held :

*Applicable in case of Share held in electronic from

I/We hereby exercise my/our vote in respect of the following resolution(s) as set out in the Notice of 37th Annual General Meeting of the Company scheduled to be held on Thursday, 27th September, 2018 at 3.00 P.M. at the registered office of the company situated at 223, 2nd Floor, Natraj Market, S. V. Road, Malad (West), Mumbai – 400 064, Maharashtra, India and at any adjournment thereof in respect of such resolutions, which is proposed to be placed for consideration of members at the aforesaid Annual General Meeting of the Company, by conveying my/our assent and/or dissent to the said Resolution(s) in the relevant box as stated herein below:

Resolution No. Resolution

No. of Equity

Share(s) held

I/We assent to the

resolution (For)*

I/We dissent to the

resolution (Against)*

Ordinary Businesses

1

To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2018, together with the Reports of the Directors and the Auditors thereon

Special Businesses

2 To appoint Mr. Ramawatar Mittal as an Executive Director of the Company

3 To appoint Mr. Navin Mohan Thakur as an Executive Director of the Company

4 To appoint Mr. Navin Mohan Thakur as a Whole Time Director of the Company

5 To appoint Mr. Chetan Sagar as an Independent Director of the Company

6 To appoint Mrs. Sonal Sagar as an Independent Director of the Company

*Please put a tick mark () in appropriate column against the resolution(s) indicated above. In case of member/proxy wishes his/her vote to be used differently, he/she should indicate the number of shares under the columns ‘For’ and/or ’Against’.



Place:

Date: ____________________________________________

Signature of Member

INSTRUCTIONS

1. This Ballot Paper is provided, pursuant to Regulation 4(2) (a) (iii) read with rule 44 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 to enable the shareholder(s) or their proxy(ies) for voting by way of Ballot Paper(s), who does not have access to e-voting facility and /or who have not voted through e-voting, so that they can also participate in voting through this physical Ballot Paper.

2. A Member can opt for only one mode of voting i.e. either through e-voting or by Ballot paper. If a Member casts votes by both modes, then voting done through remote e-voting shall prevail and voting by Ballot paper shall be treated as invalid.

3. The scrutinizer will collate the votes downloaded from the e-voting system and votes received through physical ballot paper from member(s) at the venue of AGM for declaring the final result for each of the resolutions forming part of 36th AGM notice of company.



Route Map as per Secretatial Standard on General Meetings

COURIER / REGISTERED POST

(formerly rutron international limited) · mr. chetan sagar independent director (w.e.f. august 14,...

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