Directors Report of Pazel International Ltd.

Mar 31, 2018

DIRECTORS'' REPORT

To,

The Members

Pazel International Limited (Formerly Rutron International Limited)

The Directors have pleasure in presenting the 37^th Annual Report together with the audited statement of accounts for the period ended on 31^st 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 familiarized 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 36^th Annual General meeting till conclusion of 41^st 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 utilized 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 otherwise

b. Issue of Shares (Including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

c. 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.

BY ORDER OF THE BOARD

Sd/-

NAVIN THAKUR

Chairman

DIN 02457622

Dated: August 14, 2018

Place: Mumbai

---

Mar 31, 2015

The Directors have pleasure in presenting the 34th Annual Report together with the audited statement of accounts for the period ended on 31st March, 2015.

FINANCIAL RESULTS:

(Amount in Rupees) PARTICULARS 31.03.2015 31.03.2014 Revenue from Operations Nil 22,80,000

Other Operating Incom 1,57,90,386 1,23,70,570

Profit For The Year Before Taxation 93,17,581 (94,33,755)

Tax Expenses

(a) Current Tax 18,23,309 -

(b) Deferred Tax - -

(c) Tax of Earlier Year - -

Profit after tax 74,94,272 (94,33,755)

FINANCIAL HIGHLIGHTS:

- Revenue from operations was Nil for fiscal year 2015.

- Other operating income stood at Rs. 1,57,90,386/- for fiscal year 2015.

- Profit for fiscal year 2015 is Rs. 74,94,272/-

RESERVES:

The Company does not propose to carry any amount to reserves.

DIVIDEND:

The directors do not recommend any dividend for the year under consideration.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report is enclosed as a part of this report.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the company confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is included as a part of this report.

LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to BSE Ltd.where the Company's Shares are listed.

DIRECTORS & COMMITTEES:

Mr. Deep Bhatia, Mr. Hitesh Pandya and Mr. Kailash Todi resigned from the Board w.e.f October 1, 2014, December 04, 2014 and April 15, 2015 respectively.

Mr. Omprakash Agrawal and Mr. Mukesh Chouhan were appointed by the board w.e.f. 10.10.2014 and 27.03.2015 respectively.

All independent directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of listing agreement.

i. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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.

ii. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management 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.

iii. Meetings

During the year Seven Board Meetings and one independent directors' meeting was held. The Details of the meetings and attendance thereof have been given in Corporate Governance Report. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings.

iv. Constitution of Committees

The Board has constituted an Audit Committee, Nomination & Remuneration Committee and a Shareholders / Investors Relations and Grievance Committee, the details of which have been mentioned in the Corporate Governance Report.

AUDITORS:

i) Statutory Auditors:

The Auditors, M/s. Vishvesh A. Shah & Co. retire at this Annual General Meeting and being eligible, offer themselves for reappointment.

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, Ms. Binu Singh, was appointed as the Secretarial Auditor for the financial year 2014-15. The Secretarial Audit Report submitted by the Secretarial Auditor is enclosed as a part of this report in Annexure A.

iii) Internal Auditor:

M/S PKC & Associates, Practicing Chartered Accountant, Mumbai performed the duties of internal auditors of the company for the year 2014-15 and their report is reviewed by the audit committee from time to time.

COMMENTS ON SECRETARIAL AUDITORS REPORT:

As regards the Company not having appointed the Company Secretary as required under section 203 of the Companies Act, 2013, the Company has made suitable efforts for the recruitment of suitable candidate for the post of Company Secretary.

As regards delay in fling of certain returns/forms with the Registrar of Companies, these forms/returns have been filed by making the payment of the additional fee as prescribed by the law.

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:

i. That in the preparation of the annual accounts for the financial year ended 31st March, 2015 the applicable accounting standard had been followed along with proper explanation relating to material departures.

ii. That 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 of loss of the Company for the year under review.

iii. That 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.

iv. That the directors had prepared the accounts for the financial year ended 31st March, 2015 on a going concern basis.

v. That 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.

vi. That 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

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 Outgoes 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.rutroninternational.com/whistleblower.html

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 confect with the interests of the Company. 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 and the particulars of contracts entered during the year as per Form AOC 2 is enclosed as Annexure B. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This Policy was considered and approved by the Board and has been uploaded on the website of the Company at www.rutroninternational.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

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

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

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors of the Company is furnished hereunder:

Sr. Director's Name Designation Remuneration Remuneration Increase/ Decrease No. 2014-15 2013-14

1 Pankaj Kothari Chief Financial Officer 170,000** Nil 70,000

Directors Name Ratio/ Times Per Medien Of employee remunaration

PanKAJ Kothari 0.17

** Mr. Pankaj Kothari was appointed as Chief Financial Officer of the Company w.e.f February 12, 2015.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

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.

POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013 A policy has been drafted and approved by the Board in its meeting held on May 28, 2015. A committee namely Local Control Committee has been construed for protection of women against Sexual Harassment at the workplace consisting of the following:

Name of Member Designation

Mrs. Chhaya Soni Chairman

Mrs. Preeti Kothari Member

Mr. Pankaj Kothari Member

The Committee will look after the complaints received from the women employees and will also work for Safety of Women at workplace.

POSTAL BALLOT

The Board of Directors of your company have passed the resolution for alteration of main object, change in name of the company and other items through postal ballot for which the notice of the postal ballot has been sent to all the members of the company vide notice dated 11.7.2015. It is still under process.

ACKNOWLEDGMENT:

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

PLACE: Mumbai FOR AND ON BEHALF OF THE BOARD

DATE: 8th August, 2015

Sd/-

Mukesh Chouhan

Chairman & Executive Director

---

Mar 31, 2013

To, The Members of Rutron International Limited

The Directors have pleasure in presenting the Annual Report together with the audited statement of accounts for the financial year ended on 31st March, 2013.

FINANCIAL RESULTS :

(Rs. in Lacs)

Particulars 2012-2013 2011-2012

Total Income 516.11 303.50

Total Expenditure 443.29 272.82

Profit/(Loss) before Depreciation & Taxation 72.86 30.69

Depreciation 0.04 0.01

Provision for taxation 22.44 20.09

Profit (loss) after Tax 50.37 10.59

Appropriations

Proposed Equity Dividend 17.61 -

Tax on Proposed Equity Dividend 2.86 -

DIVIDEND :

Your directors are pleased to recommend the dividend for the financial year 2012-13 on Equity Shares of Rs. 10/- each at Re. 0.10/- per share equivalent to 1% aggregating to Rs. 17,61,000/- (Rupees Seventeen Lacs Sixty One Thousand Only)

DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mr. Pareshkumar Kantilal Shah, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. Bharatkumar Nathabhai Buha has resigned from directorship w.e.f. 07/02/2013.

AUDITORS :

The retiring auditors, namely M/s. Vishvesh A. Shah & Co., Chartered Accountants, hold office until the conclusion of the forthcom- ing Annual General Meeting and are seeking re-appointment. They have confirmed that their appointment if made, at the Annual General Meeting, will be within the limits prescribed under sub section (1B) of Section 224 of the Companies Act, 1956. Members are requested to consider their re-appointment.

AUDITORS REPORTS :

The observations of the Auditors in their Report and Notes Attached to the Accounts are Self-Explanatory and do not require any Further Clarifications.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under section 217 (2AA) of the Companies Amendment Act, 2000 with respect to Director Respon- sibility Statement it is hereby confirmed:

1. That in the preparation of the annual accounts for the financial year ended 31st March, 2013 the applicable accounting stan- dard had been followed along with proper explanation relating to material departures.

2. That 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 of loss of the Company for the year under review.

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the directors had prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

CORPORATE GOVERNANCE :

The Board had implemented Corporate Governance Code in pursuance of clause 49 of Listing Agreement during the year. The report on Corporate Governance is annexed hereto forming part of this report. The requisite certificate from Statutory Auditors of the Company on implementation of requirements of the Corporate Governance is also annexed herewith forming part of this report.

POSTAL BALLOT :

Your company has taken the approval from the members of the company for transfer of its logistic Business to M/S Rutron Logistics Private Limited through postal ballot whereof result was declared on 29.08.2012.

LISTING :

The Company''s Shares are listed on Bombay Stock Exchange Limited. The Company has paid Listing fees for F.Y. 2013-14 to the Bombay Stock Exchange Limited.

MANAGEMENT DISCUSSION AND ANALYSIS :

The Management Discussion and Analysis Report is attached herewith and forms part of the Director Report.

PARTICULARS OF THE EMPLOYEES :

The Company has no employee to whom the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 apply and henceforth not applicable to the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO :

Conservation of energy and technology absorption information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable. There is no Foreign Exchange Earnings and Outgoes during the year.

ACKNOWLEDGMENT :

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

PLACE : Mumbai FOR AND ON BEHALF OF THE

DATE : 04.07.2013 BOARD OF DIRECTORS,

Sd/- Sd/-

Vinay Todi Kailash Todi

Whole Time Director Whole Time Director

---

Mar 31, 2012

To The Members of Rutron International Limited

The Directors have pleasure in presenting the Annual Report together with the Audited Balance Sheet and Profit & Loss Account for the year ended on 31 st March, 2012.

FINANCIAL RESULTS :

(Rs. in Lacs)

Particulars 2011-2012 2010-2011

1. Total Income 303.49 344.95

2. Total Expenditure 272.83 341.39

2. Profit/(Loss) before Depreciation & Taxation 30.68 3.56

3. Depreciation 0.01 0.00

4. Provision for taxation 20.10 13.65

5. Profit (loss) after Tax 10.59 (10.09)

6. Balance carried to Balance sheet 10.59 (10.09)

DIVIDEND :

No dividend has been declared by yours directors during the financial year 2011-12 due to expansion of Business and your directors hope for the better results in the future.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mr. Bipin Mangaldas Patel, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. Vinay Todi and Mr. Kailash Todi were appointed as whole time directors of the company with effect from 13th February, 2012.

AUDITORS :

The retiring auditors, namely M/s. Vishvesh A. Shah & Co., Chartered Accountants, Mumbai, hold office until the conclusion of the forthcoming Annual General Meeting and are seeking re-appointment. They have confirmed that their appointment if made, at the Annual General Meeting, will be within the limits prescribed under sub section (1B) of Section 224 of the Companies Act, 1956. Members are requested to consider their re-appointment.

AUDITORS REPORTS :

The observations of the Auditors in their Report and Notes Attached to the Accounts are Self-Explanatory and do not require any Further Clarifications.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under section 217 (2AA) of the Companies Amendment Act, 2000 with respect to Director Responsibility Statement it is hereby confirmed:

1. That in the preparation of the annual accounts for the financial year ended 31st March, 2012 the applicable accounting standard had been followed along with proper explanation relating to material departures.

2. That 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 of loss of the Company for the year under review.

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the directors had prepared the accounts for the financial year ended 31st March, 2012 on a going concern basis.

CORPORATE GOVERNANCE :

The Board had implemented Corporate Governance Code in pursuance of clause 49 of Listing Agreement during the year. The report on Corporate Governance is annexed hereto forming part of this report. The requisite certificate from Statutory Auditors of the Company on implementation of requirements of the Corporate Governance is also annexed herewith forming part of this report.

LISTING :

The Company's Shares are listed on Bombay Stock Exchange Limited. The Company has paid Listing fees till F.Y. 2012-13 to the Bombay Stock Exchange Limited.

MANAGEMENT DISCUSSION AND ANALYSIS :

The Management Discussion and Analysis Report is attached herewith and forms part of the Director Report.

PARTICULARS OF THE EMPLOYEES :

The Company has no employee to whom the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 apply and henceforth not applicable to the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO :

Conservation of energy and technology absorption information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable. There is no Foreign Exchange Earnings and Outgoes during the year.

INCREASE OF AUTHORISED AND PAID UP CAPITAL :

Your company has already intimated to you regarding the increase of Authorised Capital from 10 crores to 20 crores through General Meeting held on 18th January, 2012. Your company has received all the necessary approvals in this regard. Further after the preferential allotments your company paid up capital has increased to 17,61,00,000/-.

PREFERENTIAL ISSUE :

Your company has already intimated to you regarding the Preferential issue upto 99,50,000 equity shares through the General meeting held on 22nd October, 2011 and further issue of upto 1,00,00,000 equity shares through the General meeting held on 18th January, 2012 and accordingly your company has received the in principle approvals for the above issues and thereafter made an allotment of 98,50,000 equity shares on 5th December, 2011 and 77,10,000 equity shares on 1st March, 2012 respectively. POSTAL BALLOT :

Your Company has already intimated to you regarding the alteration of other object clause for insertion of Logistics business through Postal ballot held on 4th February, 2012 accordingly your company received the necessary approvals in this regard.

CHANGE IN THE REGISTERED OFFICE OF THE COMPANY :

Your Company's Registered office has been shifted from A-9, Giriraj Industrial Estate, Opp. Ahura Centre, Mahakali Caves Road, Andheri East, Mumbai, PIN -400093 to 816, Ijmima Complex, Link Road, Behind Goregaon Sports Club, Link'Road, Malad (W), Mumbai - 400064 on 05th December, 2011 for the operational purpose. Further it has been re-shifted from 816, Ijmima Complex, Link Road, Behind Goregaon Sports Club, Link Road, Malad (W), Mumbai to 1020, Ijmima Complex, Link Road, Behind Goregaon Sports Club, Link Road, Malad (W), Mumbai with effect from 13th February, 2012 CONNECTIVITY WITH THE DEPOSITORIES :

Your Company has got the approval from CDSL for the ISIN activation on 25/01/2012 and approval from NSDL on 21/02/2012 and accordingly your company has entered the Tripartite Agreement for Dematerialization of shares.

ACKNOWLEDGMENT :

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

PLACE : Mumbai FOR AND ON BEHALF OF THE

DATE :13.08.2012 BOARD OF DIRECTORS

Sd/- Sd/-

Vinay Todi Kailash Todi

Whole time Director Whole time Director

---

Mar 31, 2010

The Directors have pleasure in presenting the Annual Report together with the audited statement of accounts for the period ended on 31st March, 2010.

FINANCIAL RESULTS :

(Rs. in Lacs)

Particulars 2009-2010 2008-2009



1. Total Income 0.00 0.00

2. Profit/(Loss) before Depreciation & Taxation (0.06) (0.02)

3. Depreciation 0.00 0.00

4. Provision for taxation 0.00 0.00

5. Profit (loss) after Tax (0.06) (0.02)

6. Balance carried to Balance sheet (3.76) (3.74)

DIVIDEND :

Considering the past Losses, your Directors do not recommended any Dividend for the period under review.

DIRECTORS :

Mr. Gurjit Singh, Director of the Company retire by rotation at this annual general meeting and being eligible, offer himself for reappointment. The Board recommends his reappointment.

AUDITORS :

M/S Jayesh Sanghrajka & Co., Auditors of the Company retires at the conclusion of this Annual General Meeting and being eligible, are recommended for reappointment.

AUDITORS REPORTS :

The observations of the Auditors in their Report and Notes Attached to the Accounts to the Accounts are Self-Explanatory and do not require any Further Clarifications.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under section 217 (2AA) of the Companies Amendment Act, 2000 with respect to Director Responsibility Statement it is hereby confirmed:

1. That in the preparation of the annual accounts for the financial year ended 31st March, 2010 the applicable accounting standard had been followed along with proper explanation relating to material departures.

2. That 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 of loss of the Company for the year under review.

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the directors had prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

CORPORATE GOVERNANCE :

As the paid up capital of the company is below rupees 3 Crores, Clause 49 of the Listing Agreement regarding Corporate Governance is not applicable to the company.

LISTING :

The Companys Shares are listed on Bombay Stock Exchange Limited.

MANAGEMENT DISCUSSION AND ANALYSIS :

The Management Discussion and Analysis Report is attached herewith and forms part of the Director Report.

PARTICULARS OF THE EMPLOYEES :

The Company has no employee to whom the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 apply and henceforth not applicable to the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO :

Conservation of energy and technology absorption information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable. There is no Foreign Exchange Earnings and Outgoes during the year.

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.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS,

Sd/- (CHAIRMAN)

PLACE : AHMEDABAD DATE : 01.08.2010

---

Mar 31, 2009

To, The Member of Rutron International Limited

The Directors have pleasure in presenting the Annual Report together with the audited statement of accounts for the period ended on 31st March, 2009.

FINANCIAL RESULTS :

(Rs. in Lacs)

Particulars 2008-2009 2007-2008

1. Total Income 0.00 0.00

2. Profit/(Loss) before

Depreciation & Taxation (0.02) (0.67)

3. Depreciation 0.00 0.00

4. Provision for taxation 0.00 0.00

5. Profit (loss) after Tax (0.02) (0.67)

6. Balance carried to Balance sheet (3.74) (3.07)

DIVIDEND :

Considering the past Losses, your Directors do not recommended any Dividend for the period under review.

DIRECTORS :

Mr. Jang Bahadur Singh Bakshi, Director of the Company was ceased from the directorship of the company w.e.f. 17.03.2009 due to his death.

Mr. Gurjit Singh was appointed as an additional director w.e.f. 17.03.2009 and accordingly he holds office upto the ensuing annual general meeting of the company. Company has received notice from shareholder in writing proposing candidature of Mr. Gurjit Singh for the office of the Director. Board recommends his appointment as Director of the Company.

Mr. Jeet Bahadur Singh Bakshi, Director of the Company retire by rotation at this annual general meeting and being eligible, offer himself for reappointment. The Board recommends his reappointment.

AUDITORS :

M/S Jayesh Sanghrajka & Co., Auditors of the Company retires at the conclusion of this Annual General Meeting and being eligible, are recommended for reappointment.

AUDITORS REPORTS :

The observations of the Auditors in their Report and Notes Attached to the Accounts to the Accounts are Self-Explanatory and do not require any Further Clarifications.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217 (2AA) of the Companies Amendment Act, 2000 with respect to Director Responsibility Statement it is hereby confirmed:

1. That in the preparation of the annual accounts for the financial year ended 31st March, 2009 the applicable accounting standard had been followed along with proper explanation relating to material departures.

2. That 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 of loss of the Company for the year under review.

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the directors had prepared the accounts for the financial year ended 31st March, 2009 on a going concern basis.

CORPORATE GOVERNANCE :

As the paid up capital of the company is below rupees 3 Crores, Clause 49 of the Listing Agreement regarding Corporate Governance is not applicable to the company.

LISTING :

The Company''s Shares are listed on Bombay Stock Exchange Limited.

MANAGEMENT DISCUSSION AND ANALYSIS :

The Management Discussion and Analysis Report is attached herewith and forms part of the Director Report.

PARTICULARS OF THE EMPLOYEES :

The Company has no employee to whom the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 apply and henceforth not applicable to the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO :

Conservation of energy and technology absorption information pursuant to Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable. There is no Foreign Exchange Earnings and Outgoes during the year.

ACKNOWLEDGMENT:

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

PLACE : AHMEDABAD FOR AND ON BEHALF OF THE

DATE : 01.08.2009 BOARD OF DIRECTORS,

Sd/-

(CHAIRMAN)