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)

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