aris international ltd share price Directors report


Dear Members

Your Directors are pleased to present the Twenty Seventh Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended March 31, 2022.

1. CORPORATE OVERVIEW

Aris International was incorporated in the year 1995. It is classified as Non-govt company and is registered at Registrar of Companies, Mumbai (MH). It is involved in Import & export of Merchandise & Software Development.

2. FINANCIAL SUMMARY AND HIGHLIGHTS

The highlights of the Companys financial results for the Financial Year 2021-22 are as under:

(Rs. in Lakhs)

PARTICULARS FY 2021-22 FY 2020-21
Total Revenue 21.60 34.27
Total Expenditure 30.64 29.97
Profit before Tax & Exceptional items (9.05) 4.30
Profit before Tax after Exceptional items (9.05) 4.30
Profit for the period after tax (9.04) 3.60
Total Comprehensive income (9.04) 3.60

Your Companys Total Income during the year under review was Rs. 21.60 Lakhs as compared to Rs. 34.27 Lakhs in the previous year. Profit before Tax for the year 2021-22 was Rs. (9.05) Lakhs and Rs. 4.30 Lakhs in the previous year. Profit after Tax for the year 2021-22 stood at Rs. (9.04) Lakhs and Rs. 3.60 Lakhs in the previous year.

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

The Financial Statements for the year ended March 31, 2022 have been prepared in accordance with Indian Accounting Standards (Ind-AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of Companies Act, 2013, (the Act) and other relevant provisions of the Act. There are no material departures from the prescribed norms stipulated b y the accounting standards in preparation of the annual accounts.

Management evaluates all recently issued or revised accounting standards on an on-going concern basis. The Company discloses Financial Results on a quarterly basis, which are subject to Limited Review and publishes Audited Financial Results on an annual basis.

3. TRANSFER TO RESERVES:

Your Directors do not propose to transfer any amount to Reserve.

4. DIVIDEND

In view of accumulated losses, your Directors did not recommend any dividend for the year.

5. DEPOSITS

The company has not accepted/renewed deposits within the meaning of Section 73 of the Companies Act, 2013 and rules made there under from public or from the shareholders during the period under review.

6. PERFORMANCE OF SUBSIDIARY COMPANIES

The Company has no subsidiaries, therefore not required to provide detail of performance of subsidiary Company. Hence, AOC -1 is not required to be attached to the said report.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") is provided in a separate section and forms an integral part of the Annual Report. It is presented in a separate Annexure -I forming part of the Annual Report.

8. CORPORATE GOVERNANCE

As on the last day of previous financial year i.e., on March 31, 2022, the Companys Paid-up Equity Share Capital was Rs. 46,20,100 and Net Worth Rs. (22.73) Lakhs respectively, which are below the threshold limits mentioned in the Regulation 15(2) of the Listing Regulations. Hence, Pursuant to Regulation 27 of the Listing Regulations, the requirement of furnishing report on Corporate Governance is not applicable to the Company for the Financial Year under review. It forms part of this Report and Annexure - III to this Boards Report.

9. DIRECTORS

The Companys Board of Directors consists of distinguished individuals with proven competence and integrity. Besides strong financial acumen, strategic astuteness, experience and leadership qualities, they have a significant degree of dedication to the Company and invest adequate time to Meetings and preparation. In terms of requirement of Listing Regulations, 2015, the Board has defined fundamentals, skills, expertise and competencies of the Directors in the context of the Companys business for ef fective functioning and how the current Board of Directors is fulfilling the required skills and competences.

There were changes in the Composition of the Board of Directors of the Company during the financial year ended March 31, 2022. Miss .Ira Mishra was appointed as Director of Company w.e.f 30th October 2021. Additionally she was also appointed as Managing Director for the term of 3 years from 30th October 2021 to 29th October 2024 . Mrs. Jayanti Pradhan resigned as Director and Managing Director of the company w.e.f 30th October 2021.

All Independent Directors of the Company have given declarations that they meet the conditions of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfil the said conditions of independence. The Independent Directors have also confirmed that they have complied with the Companys Code of Business Conduct & Ethics.

The Ministry of Corporate Affairs ("MCA") vide Notification Number G.S.R. 804(E) dated October 22, 2019 and effective from December 01, 2019 has introduced the provision relating to inclusion of names of Independent Directors in the Data Bank maintained by Indian Institute of Corporate Affairs (IICA). All Independent Directors of the Company are registered with IICA.

In the opinion of the Board possess the requisite integrity, experience, expertise, proficiency and qualifications.

10. KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 203 of the Act, the following are the Key Managerial Personnel ("KMP") of the Company:

SN NAME DESIGNATION
1 IRA MISHRA Managing Director
2 SUSHAMA ANUJ YADAV Company Secretary & Compliance Officer
3 SUSHAMA ANUJ YADAV Chief Financial Officer

11. NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on business policies and strategies. The Board exhibits strong operational oversight with regular business presentations at Meetings. The Board Meetings are pre-scheduled to help them plan their schedules and ensure meaningful participation. Only in the case of special and urgent business, should the need arise, is the Boards approval taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting. The agenda for the Board Meetings includes detailed notes on the items to be discussed to enable the Directors to take informed decisions.

In view of the pandemic-related travel restrictions, all Board Meetings took place virtually. Measures were taken to ensure security of information and confidentiality of process, at the same time, ensuring convenience of the Board members.

Board Meetings were conducted 5(Five) times during the year as follows:

Sr. No Date Board Strength No. of. Directors Present
1 1st June 2021 5 5
2 5th August 2021 5 5
3 27th August,2021 5 5
4 29th October,2021 5 5
5 3rd February,2022 5 5
SN NAME OF DIRECTOR CATEGORY NO. OF BOARD MEETING
1 Mr. Nitin Arvind Oza Independent Director 5 of 5
2 Mr. Avinash Ramshiromani Tiwari Independent Director 5 of 5
3 Ms.Sanghamitra Sarangi Independent Director 5 of 5
4 Mr. Ramesh Chandra Mishra Non Executive Director 5 of 5
5 Mrs. Jayanti Pradhan* Managing Director 5 of 5
6 Miss. Ira Mishra** Managing Director 1 of 1

* Mrs. Jayanti Pradhan resigned w.e.f. 30th October 2021.

** Miss. Ira Mishra was appointed w.e.f. 30th October 2021.

12. COMMITTEES OF THE BOARD

The Committees of the Board of Directors of the Company plays vital role in the governance and focus on specific areas and make informed decisions within the delegated authority. The Board has constituted Committees to delegate certain matters relating to the affairs of the Company that require greater and more focused attention.

These Committees prepare the groundwork for decision making and report to the Board. All decisions pertaining to the constitution of Committees, appointment of Members and fixing of terms of service for Committee Members are taken by the Board of Directors. Each Committee is governed by their respective terms of reference which exhibit their composition, scope, powers, duties and responsibilities.

The Board of Directors has the following Committees:

A. Audit Committee

B. Nomination and Remuneration Committee

C. Stakeholders Relationship Committee

The details of the Committees of the Board along with their composition, number of meetings and attendance at the meetings are as follows:

A. AUDIT COMMITTEE

Audit Committee of the Board of Directors is entrusted with the responsibility to supervise the Companys financial reporting process and internal controls. The composition, quorum, powers, role and scope are in accordance with Section 177 of the Act and the provisions of Regulation 18 of the Listing Regulations.

All members of the Audit Committee are financially literate and bring in expertise in the fields of Finance, Corporate Laws, Taxation, Economics, Risk and International Finance. It functions in accordance with its terms of reference that defines its authority, responsibility and reporting function.

During the Financial Year 2021-22, Four Audit Committee Meetings of the Board of Directors of Company held i.e. on 1 June 2021, 5 August 2021, 29 October 2021 and 3 February 2022.

The table below provides the attendance of the Audit Committee Members:

SN NAME OF DIRECTOR POSITION CATEGORY NO. OF MEETINGS
1 Mr. Nitin Arvind Oza Chairman Independent Director 4 of 4
2 Mr. Avinash Ramshiromani Tiwari Member Independent Director 4 of 4
3 Ms. Sanghamitra Sarangi Member Independent Director 4 of 4
4 Miss. Ira Mishra** Member Managing Director 1 of 1

** Miss. Ira Mishra was appointed as Director and Managing Director w.e.f 30th October 2021.

The Company follows best practices in financial reporting. The Company has been reporting on quarterly basis, the Unaudited Financial Statements and on annual basis, Audited Financial Statement as required under Regulation 33 of the Listing Regulations. The Companys Financial Statements are made available on the website www.arisinternational.in and are also sent to the Stock Exchange where the Companys Equity Shares are listed for display at their websites.

The Audit Committee also oversees and reviews the functioning of a vigil mechanism and reviews the findings of investigation into cases of material nature and the actions taken in respect thereof. The Audit Committee also provides for adequate safeguards against victimization of whistle blowers who avail of the mechanism. The Vigil Mechanism/ Whistle Blower Policy has been hosted on Companys website www.arisinternational.in .

The Company continued to strengthen its commitment towards good governance. The Company has a Code of Conduct for Prevention of Insider Trading (Insider Trading Code) pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Audit Committee also oversees Insider Trading Policy and supervises in implementation of the Insider Trading Code.

B. NOMINATION & REMUNERATION COMMITTEE

The Nomination and Remuneration Committee duly constituted by the Board of Directors has a well-defined composition of Members and terms of reference in accordance with Section 178 of the Act and applicable Rules thereto and in accordance with Regulation 19 of the Listing Regulation.

The Committee has been vested with the authority to, inter alia, recommend nominations for Board Membership, develop and recommend policies with respect to composition of the Board commensurate with the size, nature of the business and operations of the Company, establish criteria for selection to the Board with respect to the competencies, qualifications, experience, track record and integrity.

During the Financial Year 2021-22, Two Nomination and Remuneration Committee Meetings of the Board of Directors of Company held i.e. on 27 August 2021 and 29 October 2021.

The table below highlights the composition and attendance of the Members of the Committee. The requisite quorum was present at all the Meetings.

SN NAME OF DIRECTOR POSITION CATEGORY NO. OF MEETINGS
1 Ms. Sanghamitra Sarangi Chairman Independent Director 2 of 2
2 Mr. Avinash Ramshiromani Tiwari Member Independent Director 2 of 2
3 Mr. Nitin Arvind Oza Member Independent Director 2 of 2

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to provisions of Section 178(5) of the Act read with Regulation 20 of the Listing Regulations, Stakeholders Relationship Committee of the Board has been constituted.

The Committee meets, as and when required, to inter alia, deal with matters relating to transmission of shares, issue of duplicate share certificates, issue of new share certificates, resolve the grievances of security holders of the Company including complaints related to dematerialisation of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates etc., review of measures taken for effective exercise of voting rights by Shareholders and ensuring timely receipt of dividend warrants/demand drafts/annual reports/statutory notices by the Shareholders of the Company.

Continuous efforts are made to ensure that grievances are more expeditiously redressed to the complete satisfaction of the investors. The Company has also sent the letters to the Shareholders of the Company holding shares in physical form at their registered addresses, to furnish PAN, KYC details and Nomination pursuant to SEBI Circular SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 03, 2021 read with clarification issued by SEBI Circular SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021.

During the Financial Year 2021-22, Two Stakeholders Relationship Committee Meetings of the Board of Directors of Company held i.e., on 27 August 2021 and 03 February 2022.

The table below highlights the composition and attendance of the Members of the Committee. The requisite quorum was present at all the Meetings.

SN NAME OF DIRECTOR POSITION CATEGORY NO. OF MEETINGS
1 Mr. Avinash Ramshiromani Tiwari Chairman Independent Director 2 of 2
2 Mr. Nitin Arvind Oza Member Independent Director 2 of 2
3 Ms. Sanghamitra Sarangi Member Independent Director 2 of 2

13. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of all the Directors individually, including Independent Directors, Managing Director, Chief Financial Officer and Executive Directors.

Feedback was sought by way of a structured questionnaire covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board Culture, Execution and Performance of Specific Duties, Obligations and Governance and the evaluation was carried out based on responses received from the Directors.

The performance evaluation of Committees was based on criteria such as structure and composition of Committees, attendance and participation of member of the Committees, fulfilment of the functions assigned to Committees by the Board and applicable regulatory framework, frequency and adequacy of time allocated at the Committee Meetings to fulfil duties assigned to it, adequacy and timeliness of the Agenda and Minutes circulated, comprehensiveness of the discussions and constructive functioning of the Committees, effectiveness of the Committees recommendation for the decisions of the Board, etc.

The performance evaluation of Independent Directors was based on various criteria, inter-alia, including attendance at Board and Committee Meetings, skill, experience, ability to challenge views of others in a constructive manner, knowledge acquired with regard to the Companys business, understanding of industry and global trends etc.

The performance evaluation of the Directors and Committees was completed during the year under review. The Independent Directors of the Company have held one meeting during the year without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole.

The Board of Directors expressed their satisfaction with the evaluation process.

14. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Executive & Non-Executive Directors, Key Managerial Personnel, Senior Management and other employees of the Company.

The policy outlines the criteria for determining qualifications, positive attributes, relevant experience and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates.

The Policy also lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non- executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the Listing Regulations is implemented through the Companys Whistle Blower Policy to enable the Directors, employees and all stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company at www.arisinternational.in.

During the financial year under review, no complaints were received under the Whistle Blower Policy / Vigil mechanism.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements forming part of the Annual Report.

17. RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arms length basis and thus a disclosure in F orm AOC-2 in terms of Section 134 of the Act is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. All related party transactions are mentioned in the notes to the accounts.

All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are verified by the Risk Assurance Department and a statement giving details of all Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

The Policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company and can be seen at the link www.arisinternational.in.None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company except remuneration and sitting fees.

18. ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

20. DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Act:

a) that in the preparation of the Annual Accounts for the year ended March 31, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for the year ended on that date;

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) 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; and

f) 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.

21. AUDITORS

A. Statutory Auditor

M/s. PAMS & ASSOCIATES, Chartered Accountants (Firm Registration No. 316079E) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the Annual General Meeting (AGM) of the Members held on September 30, 2019 on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors. Pursuant to the amendments made to Section 139 of the Act by the Companies (Amendment) Act, 2017 effective from May 07, 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors has been withdrawn from the Statute. Hence the resolution seeking ratification of the Members for continuance of their appointment at this AGM is not being sought.

The Auditors Report on the Financial Statement for the year ended March 31, 2022, is unmodified i.e., it does not contain any qualification, reservation, adverse remark or disclaimer and notes thereto are self-explanatory and do not require any explanations.

B. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Saroj Panda & Co, Practicing Company Secretary (Membership No.: 5071 Certificate of Practice No.3699), Secretarial Auditor to undertake the Secretarial Audit of the Company for the Financial Year ended March 31, 2022. The Secretarial Audit Report for the Financial Year ended March 31, 2022 is appended to this Report as Annexure -II. There is no secretarial audit qualification for the year under review. M/s. Saroj Panda & Co, Company Secretary in Practice is also appointed for the financial year 2022-23.

The Companys Paid-up Equity Share Capital and Net Worth, on last day of the previous year, i.e., on March 31, 2022, was Rs. 4620100 and . (22.73)Lakhs respectively, which are below the threshold limits mentioned in the Regulation 15(2) of the Listing Regulations. Hence, pursuant to Regulation 24A of Listing Regulations read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Annual Secretarial Compliance Report is not applicable to Company for the Financial Year under review.

22. INTERNAL FINANCIAL CONTROL SYSTEMS, THEIR ADEQUACY AND RISK MANAGEMENT

The establishment of an effective corporate governance and internal control system is essential for sustainable growth and long- term improvements in corporate value, and accordingly Aris International Limited works to strengthen such structures. We believe that a strong internal control framework is an important pillar of Corporate Governance.

Your Company has put in place adequate internal financial controls commensurate with the size and complexity of its operations. The internal controls ensure the reliability of data and financial information to maintain accountability of assets.

The Company has an effective internal control and risk-mitigation system, which is constantly assessed and strengthened with new/revised standard operating procedures. These controls ensure safeguarding of assets, reduction and detection of fraud and error, adequacy and completeness of the accounting records and timely preparation of reliable financial information. Critical functions are rigorously reviewed and the reports are shared with the Management for timely corrective actions, if any. Business risks and mitigation plans are reviewed and the internal audit processes include evaluation of all critical and high-risk areas.

The internal and operational audit is entrusted to Mr. Manas Dash, Chartered Accountant (Membership No:062096). The main focus of internal audit is to review business risks, test and review controls, assess business processes besides benchmarking controls with best practices in the industry. Significant audit observations and follow-up actions thereon are reported to the Audit Committee. For ensuring independence of audits, internal auditors report directly to the Audit Committee.

23. PREFERENTIAL ALLOTMENT

The Board of Directors of the Company in their meeting held on 17-08-2022, approved raising of funds aggregating upto Rs. 1,03,79,900 by way of issuance of upto 10,37,990 equity shares of Rs. 10/- each ("Equity Shares") at a price of Rs. 10 per Equity Share to Mr. Ramesh Mishra - Director and proposed promoter of the Company (referred to as "the Proposed Allottee"), by way of a preferential issue through private placement offer, that has agreed to subscribe to the proposed preferential issue and has confirmed its eligibility in terms of Regulation 159 of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the "ICDR Regulations").

24. CONVERSION OF LOAN INTO EQUITY

The Company, from time to time has obtained loans and advances from Mr. Ramesh Mishra proposed promoter director of the Company. As on 17-08-2022 up to Rs. 47,00,000 /-is outstanding and the company deployed the loans received from Mr. Ramesh Mishra towards working capital, general Corporate purpose and other creditors requirements, without any interest.The Board assured them that when there will be any expansion of capital, that time he will be given an option to subscribe the capital of the company and his outstandings will be adjusted against the subscription amount.

The Board at their meeting held on 17-08-2022 decided to consider conversion of Loan of Mr. Ramesh Mishra proposed promoter director of the Company approved the same.

None of the Directors/KMP or their relatives are concerned or interested in the said resolution, save and except Miss Ira Mishra, daughter of Mr. Ramesh Mishra.

The salient features of the Loans of Mr. Ramesh Mishra up to Rs. 47,00,000 / - Proposed promoter of the Company now liable to be used for the purpose of this issues:

1. The Loans from Mr. Ramesh Mishra up to Rs. 47,00,000 / - proposed promoter of the Company to be used as subscription money in any future capital dilution of any fresh issue of capital.

2. The Loan and advances from Mr. Ramesh Mishra up to Rs. 47,00,000 /- may be used for future allotment of any shares/Convertible warrants Up to 31.03.2025 or may be repaid before that.

3. Interest on the Above Loan Up to 31.03.2025 is Nil. There after @ 12% P.A.

4. Utilisation of the Loan and Advances: The Loan was taken by the company on various occasions to meet with the meeting with working capital needs be considered as part of the object of any future issue.

5. In this issue Mr. Ramesh Mishra applied for 1037990 equity shares of face value of Rs. 10/- each of & at a issue price of Rs. 10/- each.

Proposed Promoter

Sl. Name No. Loan Outstanding as on 17-08- 2022 (Rs.) No of proposed shares to be issued Issue Price Loan to be (upto) adjusted towards the subscription of shares (Rs.)
1 Ramesh Chandra Mishra 47,00,000 10,37,990 10/- 45,00,000

25. OPEN OFFER

This proposed allotment has triggered Regulation 3 & 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Mr. Ramesh Mishra the acquirer and present director of the company will be giving an open offer During the pendency of the open offer Mr. Ramesh Mishra & Ira Mishra are not participating in the any business activities of the company.

26. REPORTING OF FRAUDS

During the year under review, the Statutory Auditors, Cost Auditors and the Secretarial Auditor have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the financial year under review, the provisions of Section 135 of the Act relating to the Corporate Social Responsibility are not applicable to your Company.

However the company has formed a CSR committee.

Composition of CSR Committee:

Sr. No. Name of Members Category Designation
1 Mr.Nitin Arvind Oza Non Executive Independent Director Chairman
2 Ms. Ira Mishra Managing Director Member
3 Mrs. Sanghamitra Sarangi Non Executive Independent Director Member

28. ENVIRONMENT, HEALTH AND SAFETY

The Company ensures strict compliance with all the statutory requirements. The focus continues on water and energy conservation, increasing the proportion of green energy in the overall energy consumption and reduction in generation of waste. The Company has robust environment management system in place to ensure all environmental risks and opportunities associated with our operations are taken care.

The safety culture is a journey and management through frequent communication and training is strengthening the safety culture across the Organization and keep reinforcing the discipline. We are also committed to provide a safe & healthy work environment across all manufacturing plants and offices. The management have put in place strong processes and procedures across all the plants and have systems to continuously monitor its adherence. The Companys plants continue to improve well-being of its personnel by organising occupational health examination, periodic health check-ups and workplace monitoring.

29. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITIONS REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) and the rules made thereunder. The Policy aims to provide protection to employees at 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, where employees feel secure.

All women employees whether permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees. An Internal Complaint Committee (ICC) has been set up in compliance with the said Act.

The Company has revisited the Internal Complaints Committee members and emphasised on the roles and responsibilities expected from the members. The Company continuously invests in enhancing the awareness on the Policy across its workforce.

During the year under review, there was no complaint of discrimination and harassment including sexual harassment received by the committee.

30. STATUTORY INFORMATION AND OTHER DISCLOSURES

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 .The details of conservation of Energy, Technology Absorption are not applicable in the case of the company. However the company took adequate steps to conserve the Energy and used the latest technology.

During the year under review there were no foreign Exchange Earnings. The Foreign Exchange out go is Nil.

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

31. EXTRACT OF ANNUAL RETURNS:

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the web-link: www.arisinternational.in.

32. MANAGING DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATE

In terms of the SEBI LODR Regulations, the certificate, as prescribed in Part B of Schedule II of the Listing Regulations, has been obtained from Ms. Ira Mishra, Managing Director and Ms. Sushma Yadav Chief Financial Officer, for the Financial Year 2021-22 with regard to the Financial Statements and other matters. The said Certificate forms part of this Report.

33. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 27 th Annual General Meeting of the Company including the Annual Report for Financial Year 2021-22 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

34. CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations 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. Important factors that could make difference to the Companys operations include raw material availability and its prices, cyclical demand and pricing in the Companys principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

35. APPRECIATION

Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels but for whose hard work, and support, your Companys achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

For and on Behalf of Board of the Directors of
ARIS INTERNATIONAL LIMITED
Sd/-
Date: 29.08.2022 Sushama Yadav
Place: Mumbai Company Secretary