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Aris International Ltd.

BSE: 531677 Sector: Auto
NSE: N.A. ISIN Code: INE588E01026
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Aris International Ltd. (ARISINTERNA) - Director Report

Company director report

To

The Shareholders

ARIS INTERNATIONAL LTD.

Your directors have pleasure in presenting the 20th Annual Report of the Companytogether with the Audited Statement of Accounts for the year ended 31st March 2015

FINANCIAL RESULTS

The Financial Results are stated as under

(Rs.)

PARTICULARS Year Ended 31.03.2015 Year Ended 31.03.2014
Sales & Operating Income 890000 200000
Other Income 5400 -
Total Expenditure 880747 916395
Gross Income/ (Loss) before Interest Depreciation and Taxation 14653 (716395)
Depreciation - -
Provision for Taxation - -
Net Profit/(Loss) 11653 (716395)

OPERATIONAL PERFORMANCE AND FUTURE OUTLOOK

Income of the company from operation is of Rs. 890000/- as compared to Rs. 200000/-in previous year. Profit before Tax is 14653 as compared to (716395) in previous year.

DIVIDEND

In view of the carry forward losses incurred in the earlier years and pursuant tosection123 of the Companies Act 2013 the board regrets its inability to declare anydividend for the year under review.

TRANSFER TO RESERVE

The Company proposes to carry Rs. (4559808) /- to the General Reserve of the Company.

FIXED DEPOSITS

As on 31.03.2015 the company held no deposit in any form from anyone. There was nodeposit held by the company as on 31.03.2015 which was overdue or unclaimed by thedepositors. For the present the broad of directors have resolved not to accept anydeposits from public.

CAPITAL RE-ORGANISATION

The Company considering the accumulated losses under clause 24(f) of the ListingAgreement with BSE and on receipt of the in- principle approval filed an application withthe Hon'ble High Court under section 100-104 of the Companies Act 1956 for Reduction ofcapital. The Hon'ble High Court approved the reduction of capital on 07th November 2014.The Company carried out necessary corporate action to give effect to the reduction ofcapital.

After giving effect to the reduction of capital the present capital of the companyconsists of Rs. 4620100 (Rupees Forty Six Lacs Twenty Thousand One Hundred only) dividedinto 462010 (Four Lacs Sixty Two Thousand Ten) Equity Shares of Rs. 10/- (Rupees tenonly).

PARTICULARS OF LOANS GURANTEE OR INVESTMENTS

There were no Loans Guarantees and Investments covered under section 186 of theCompanies Act 2013.

CORPORATE GOVERNANCE

As per the directions of SEBI and the Bombay Stock Exchange Ltd. the code of corporategovernance become applicable to the company w.e.f.2002-03 and accordingly the company hasbeen adhering to the directions and guidelines as required. The report on the code ofcorporate governance is annexed separately in this Annual report.

DIRECTORS

The Companies Act 2013 provides for the appointment of independent directors.Sub-section (10) of Section 149 of the Companies Act 2013 provides that independentdirectors shall hold office for a term of up to five consecutive years on the board of acompany; and shall be eligible for re-appointment on passing a special resolution by theshareholders of the Company. Due to forfeiture of shares the shareholding of theIndependent Director Mr. Avinash Tiwari reached more than 2% of the paid up equity sharecapital of the Company.

Further according to Sub-section (11) of Section 149 no independent director shall beeligible for appointment for more than two consecutive terms of five years. Sub-section(13) states that the provisions of retirement by rotation as defined in Sub-sections (6)and (7) of Section 152 of the Act shall not apply to such independent directors.

The Nomination and Remuneration Committee at their meeting held on 30th May 2015 hasrecommended the appointment of Ms. Laxmi Raju Nadam as the Independent Woman Director ofthe company with effect from 30.5.2015 and for period of 5-years and her appointment willbe confirmed by the members at the Annual general meeting to be held on 8th August 2015as required under Section 149(10). She is not liable to retire by rotation.

Ms. Neha Agarwal – Independent Director due to personal pre occupation resigned asa director of the company w.e.f. 30.05. 2015.

BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review theBoard evaluation framework. The Companies Act 2013 states that a formal annual evaluationneeds to be made by the Board of its own performance and that of its committees andindividual directors. Schedule IV of the Companies Act 2013 states that the performanceevaluation of independent directors shall be done by the entire Board of Directorsexcluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The evaluation process has been explained inthe corporate governance report section in this Annual Report. The Board approved theevaluation results as collated by the nomination and remuneration committee.

NUMBER OF MEETINGS OF THE BOARD

The Board met 6 times during the financial year the details of which are given in thecorporate governance report that forms part of this Annual Report. The intervening gapbetween any two meetings was within the period prescribed by the Companies Act 2013.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. As on March 31 2015 the Board consists of 4 members. Out of which one is theManaging Director two Independent Directors. The Woman Director is also one of theIndependent Directors.

The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Subsection (3) of Section 178 of the Companies Act 2013adopted by the Board are stated in this Board report. We affirm that the remunerationpaid to the directors is as per the terms laid out in the nomination and remunerationpolicy of the Company.

TRAINING OF INDEPENDENT DIRECTORS

Every new independent director of the Board attended an orientation program. Tofamiliarize the new inductees with the strategy operations and functions of our Companythe executive directors / senior managerial personnel make presentations to the inducteesabout the Company's strategy operations product and service offerings markets softwaredelivery organization structure finance human resources technology qualityfacilities and risk management.

The Company has organized the following workshops for the benefit of Directors andIndependent Directors:

(a) a program on how to review verify and study the financial reports;

(b) a program on Corporate Governance;

(c) provisions under the Companies Act 2013; and

(d) SEBI Insider Trading Regulation 2015.

Further at the time of appointment of an independent director the Company issues aformal letter of appointment outlining his/her role functions duties andresponsibilities as a director.

The format of the letter of appointment is available on our websitehttp://arisinternational.in/ .

COMMITTEES OF THE BOARD

Currently the Board has six committees: 1. Audit Committee 2. Nomination andRemuneration Committee 3. Stake Holders Relationship Committee 4. Share TransferCommittee 5. Risk Management Committee and 6. Corporate Social Responsibility Committee.

A detailed note on the Board and its committees is provided under the corporategovernance report section in this Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Clause 49 of the ListingAgreement.

INDEPENDENT DIRECTORS DECLARATIONS

In the opinion of the Board the independent directors are individually person ofintegrity and possess relevant expertise and experience.

The Independent Directors under section 149(6) of the Companies Act 2013 declaredthat:

1. They are not a promoter of the Company or its holding subsidiary or associatecompany;

2. They are not directors in the company its holding subsidiary or associate company.

3. The independent Directors have/had no pecuniary relationship with company itsholding subsidiary or associate company or their promoters or directors during the twoimmediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Directors have or had pecuniaryrelationship or transaction with the company its holding subsidiary or associatecompany or their promoters or directors amounting to two per cent. or more of its grossturnover or total income or fifty lakh rupees or such higher amount as may be prescribedwhichever is lower during the two immediately preceding financial years or during thecurrent financial year;

5. Independent Director neither himself nor any of his relatives—

(i) holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;

(ii) is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of—

(A) a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or

The infrastructure and realty segment presently witnessing down trend. The Companydecides to follow the infrastructure and government sponsored projects in future.

By strictly following the regulatory norms and RBI financial Guidelines the companyeffectively manages the risks and has a focused Risk Management monitoring in place.

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (c) OF THECOMPANIES ACT 2013

The financial statements are prepared in accordance with the Generally AcceptedAccounting Principles (GAAP) under the historical cost convention on accrual basis.

GAAP comprises mandatory accounting standards as prescribed under Section 133 of theCompanies Act 2013 ('the Act') read with Rule 7 of the Companies (Accounts) Rules 2014the provisions of the Act (to the extent notified) and guidelines issued by the Securitiesand Exchange Board of India (SEBI).

There are no material departures from prescribed accounting standards in the adoptionof these standards. The directors hereby confirm that:

1. In preparation of the annual accounts for the financial year ended March 31 2015the applicable accounting standards have been followed.

2. The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period.

3. The directors have taken proper and sufficient care towards the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

4. The directors have prepared the annual accounts on a going concern basis.

5. The directors have laid down internal financial controls which are adequate and areoperating effectively.

6. The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.

AUDITORS

STATUTORY AUDITORS

At the Annual General Meeting held on June 14 2014 M/s. K.M. Tapuriah & Co.Chartered Accountants were appointed as statutory auditors of the Company to hold officetill the conclusion of the Annual General Meeting to be held in the calendar year 2017.

In terms of the first proviso to Section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification at every Annual GeneralMeeting. Accordingly the appointment of M/s. K.M. Tapuriah & Co CharteredAccountants as statutory auditors of the Company is placed for ratification by theshareholders.

In this regard the Company has received a certificate from the auditors to the effectthat if they are reappointed it would be in accordance with the provisions of Section 141of the Companies Act 2013.

AUDITORS REPORT

The Auditors have not made any qualification to the financial statement. Their reportson relevant notes on accounts are self explanatory and do not call for any comments undersection 134 of the companies Act 2013.

SECRETARIAL AUDITOR

M/s. Saroj Panda & Co. - Practicing Company Secretaries was appointed to conductthe secretarial audit of the Company for the financial year 2014-15 as required underSection 204 of the Companies Act 2013 and Rules thereunder. The secretarial audit reportfor FY 2014-15 forms part of the Annual Report and part of the Board's report as Annexure-1.

The Board has re-appointed M/s. Saroj Panda & Co Practicing Company Secretaries assecretarial auditor of the Company for the financial year 2015-16.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviors of any form and the Board has laid down thedirectives to counter such acts. The Code has been posted on the Company's websitehttp://arisinternationalltd.in

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any in staying true to our values of StrengthPerformance and Passion and in line with our vision of being one of the most respectedcompanies in India the Company is committed to the high standards of Corporate Governanceand stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud andmismanagement if any. The FRM Policy ensures that strict confidentiality is maintainedwhilst dealing with concerns and also that no discrimination will be meted out to anyperson for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with theCode.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

EXTRACT OF ANNUAL RETURNS

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return is annexed as Annexure -2.

1. The Paid up capital of the Company: Rs. 4620100/- consisting of 462010 equityshares of face value of Rs.10/- each.

2. The Board of Directors of the company consists of 4 Directors namely Mr. PawanTirewal Mr. Ramesh Mishra Mr. Avinash Tiwari Ms. Neha Agarwal. Out of which 2 directorsnamely Mr. Avinash Tiwari and Ms. Neha Agarwal were 2 Independent Directors.

3. The secured debt of the company is Nil.

4. The Promoters holding is consists of 27010 equity shares of Rs.10/- each amountingto 5.85 %.

5. There was no un-paid dividend during the year.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company.

Based on the report of internal audit function process owners undertake correctiveaction in their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented toBoard.

M/s. G.S. Nayak & Co. – Chartered Accountants is the Internal Auditor of theCompany

INVESTOR COMPLAINTS AND COMPLIANCE

All the investor complaints have been duly resolved and as on date no complaints areoutstanding.

HUMAN RESOURCES MANAGEMENT

Your Directors would like to place on record their deep appreciation to all theemployees for rendering quality services in every constituent of the company.

To ensure good human resources management at the company we focus on all aspects ofthe employee lifecycle. This provides a holistic experience for the employee as well.During their tenure at the Company employees are motivated through variousskill-development engagement and volunteering programs.

As per provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isappended as Annexure 3 to the Board's report.

As per the Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 none of the employee employed in the company throughout thefinancial year or part thereof in receipt of remuneration of Rs. 60 lakh or more oremployed for part of the year and in receipt of Rs. 5 lakh or more a month.

Under Section 22 & 28 of the Sexual Harassment of Women at the Workplace Act 2013there were no complaints filed against any person or reported.

CORPORATE SOCIAL RESPONSIBILITY

As per the Companies Act 2013 all companies having net worth of Rs. 500 crore ormore or turnover of Rs. 1000 crore or more or a net profit of Rs.5 crore or more duringany financial year are required to constitute a corporate social responsibility (CSR)committee of the Board of Directors comprising three or more directors at least one ofwhom should be an independent director and such Company shall spend at least 2% of theaverage net profits of the Company's three immediately preceding financial year.

The Company presently does not meet with any of the criteria stated herein above.

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE

EARNINGS AND OUTGO

The details of conservation of Energy Technology Absorption are not applicable in thecase of the company. However the company took adequate steps to conserve the Energy andused the latest technology.

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

CERTIFICATE ON CORPORATE GOVERNANCE

Certificate on corporate governance as required by Clause 49 of the Listing Agreementthe Mr. Saroj Panda & Co.-Company Secretary in Practice has issued the certificate oncorporate governance is appended as Annexure 4 to the Board's report.

PAYMENT OF LISTING FEES

Your company shares are listed on Bombay Stock Exchange Ltd. the listing fees for theyear 2015-2016 have been paid to the stock exchange. The company has been complying withall the conditions require to be complied with in the listing agreement.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation for co-operation and support extendedby the Government Banks Shareholders and Customers for their continued support extendedto the Company at all times.

The Directors further express their deep appreciation to all employees for commendableteamwork high degree of professionalism and enthusiastic effort displayed by them duringthe year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Sd/- Sd/-
Place: Mumbai Ramesh Mishra Pawankumar Tibrewal
Dated: 30/05/2015 Director Managing Director

ANNEXURE 1

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015

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

To

The Members

Aris International Limited

Mumbai

I have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Aris International Limited(hereinafter called the Company).

Secretarial Audit was conducted in a manner that provided me a reasonable basis forevaluating the corporate conducts / statutory compliances and expressing my opinionthereon.

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on March 31 2015 accordingto the provisions of:

1. The Companies Act 2013 (the Act) and the rules made thereunder and certainprovisions of Companies Act 1956 and rules made thereunder;

2. The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;

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

4. Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment and Overseas Direct Investment.

The following Regulations and Guidelines prescribed under the Securities and ExchangeBoard of India Act 1992 ('SEBI Act'):

5. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

6. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

7. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

8. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

9. The Securities and Exchange Board of India( Employee Stock Option Scheme andEmployee Stock Purchase Scheme)Guidelines1999 (Not Applicable to the Company during theAudit Period); Other laws applicable specifically to the Company namely: 10. InformationTechnology Act 2000 and the rules made thereunder ; 11. the Payment of Gratuity Act 1972; 12. Secretarial Standards issued by The Institute of Company Secretaries of India.

I have also examined compliance with the applicable clauses of the Listing Agreementsentered into by the Company with the Bombay Stock Exchange Limited.

I report that during the year under review the Company has complied with theprovisions of the Acts rules regulations and guidelines mentioned above.

I further report that there were no actions / events in pursuance of:

1. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

2. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; and

3. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 requiring compliance thereof by the Company during the financial year and theSecretarial Standards issued by The Institute of Company Secretaries of India were notapplicable during the year.

Further based on my verification of the Company's books papers minute books formsand returns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during thecourse and conduct of Secretarial Audit I hereby report that in my opinion the Companyhas during the audit period covering the financial year ended on March 31 2015 compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner as requiredunder the various provisions of Companies Act 2013 SEBI Act 1992 and all other laws andapplicable provisions there under.

I further report that based on the information provided by the Company its officersand authorized representatives during the conduct of the audit and also on the review ofquarterly compliance reports by respective department heads / CEO taken on record by theBoard of Directors of the Company in my opinion adequate systems and processes andcontrol mechanism exist in the Company to monitor and ensure compliance with applicablegeneral laws like labour laws.

I further report that the compliance by the Company of applicable financial laws likedirect and indirect tax laws has not been reviewed in this Audit since the same have beensubject to review by statutory financial audit and other designated professionals.

I further report that the Board of Directors of the Company is duly constituted withproper balance of Executive Directors Non-Executive Directors and Independent Directors.The changes in the composition of the Board of Directors that took place during the periodunder review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance to all Directors and asystem exists for seeking and obtaining further information and clarifications on theagenda items before the meeting and for meaningful participation at the meeting.

As per the minutes of the meetings duly recorded and signed by the Chairman thedecisions of the Board were unanimous and no dissenting views have been recorded.

I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines. I report further that during theaudit period except for the issue of equity shares on a preferential basis in compliancewith the Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 there were no other specific events / actions inpursuance of the above referred laws rules regulations guidelines etc. having a majorbearing on the Company's affairs.

Place: Mumbai For Saroj Panda & Co.
DATE : 30/05/2015 Sd/-
Saroj Panda
Company Secretaries
C.P. No. 3699;
Membership No. 5071

ANNEXURE 2

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2015

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

I. REGISTRATION & OTHER DETAILS:

1. CIN L29130MH1995PLC249667
2. Registration Date 21/08/1995
3. Name of the Company Aris International Limited
4. Category/Sub-category of the Company Public Company/Limited by shares
5. Address of the Registered office & contact details 129-B Ansa Industrial Estate Saki Vihar Road Saki Naka Andheri (East) Mumbai- 400 072.
6. Whether listed company Yes
7. Name Address & contact details of the Registrar & Transfer Agent if any. Maheshwari Datamatics Pvt. Ltd. 6 Mangoe Lane Kolkata- 700 001.
Telephone No.: - 2248 2248 2243-5809

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activitiescontributing 10 % or more of the total turnover of the company shall be stated)

S. No. Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company
1 a. Computer programming consultancy and related activities 6201 100%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES -

All the business activities contributing 10% or more of the total turnover of thecompany shall be stated:

Sr. No. Name and Description of main products/ services NIC Code of the Product/ service % to total turnover of the company
1 NA
2 NA
3 NA

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of Shareholders No of Shares held at the beginning of the year [As on 01-April-2014] No of Shares held at the end of the year [As on 31-March- 2015] % change during the Year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoters
(1) Indian
a) Individual/ HUF 0 100100 100100 2.1666 0 10010 10010 2.1666 -90.0000
b) Central Govt
c) State Govt(s)
d) Bodies Corp. 0 170000 170000 3.6796 0 17000 17000 3.6796 -90.0000
e) Banks/Fi
f) Any other
Sub-total (A)(1) 0 270100 270100 5.8462 0 27010 27010 5.8462 -90.0000
(2) Foreign
a) NRIs - Individuals
b) Other - Individuals
c) Bodies Corp.
d) Banks/FI
e) Any other
Sub-total (A)(2) 0 0 0 0.0000 0 0 0 0.0000 0.0000
Total shareholding of Promoter (A)=(A)(1)+(A)(2) 0 270100 270100 5.8462 0 27010 27010 5.8462 -90.0000
B. Public Shareholding
1. Institutions
a) Mutual Funds
b) Banks/FI
c)Central Govt
d) State Govt(s)
e) Venture Capital Funds
f) Insurance Companies
g) FIIs
h) Foreign Venture Capital Funds
i) Others (specify)
Sub-total(B)(1):- 0 0 0 0.0000 0 0 0 0.0000 0.0000
2. Non-Institutions
a) Bodies Corp.
i) Indian 0 640400 640400 13.8612 0 59660 59660 12.9131 -90.6839
ii) Overseas
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 3900 329500 333400 7.2163 6180 117070 123250 26.6769 -63.0324
ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh
1499900 1876300 3376200 73.0763 144410 107680 252090 54.5638 -92.5333
c) Others (Specify)
Non Resident Indians
Qualified Foreign Investor
Custodian of Enemy Property
Foreign Nationals
Clearing Members
Trusts
Foreign Bodies-D R
Sub-total(B)(2):- 1503800 2846200 4350000 94.1538 150590 284410 435000 94.1538 -90.0000
Total Public Shareholding (B)=(B)(1)+ (B)(2) 1503800 2846200 4350000 94.1538 150590 284410 435000 94.1538 -90.0000
C. Shares held by Custodian for GDRs & ADRs
Grand Total (A+B+C) 1503800 3116300 4620100 100.0000 150590 311420 462010 100.0000 -90.0000

ii) Shareholding of Promoters-

Sl No Shareholder's Name Shareholding at the beginning of the Year Shareholding at the end of the Year
No. of Shares % of total Shares of the Company % of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the Company % of Shares Pledged / encumbered to total shares % change in share holding during the Year
1 A K HARLALKA & SONS (HUF) / AACHA8159G 60000 1.2987 0.0000 6000 1.2987 0.0000 -90.0000
2 ATMA COMMERCE PVT LTD / A00008 50000 1.0822 0.0000 5000 1.0822 0.0000 -90.0000
3 BENGAL AUTO PARTS PVT LTD / B00005 40000 0.8658 0.0000 4000 0.8658 0.0000 -90.0000
4 TODI TRADERS & INV P LTD / T00001 40000 0.8658 0.0000 4000 0.8658 0.0000 -90.0000
5 KLASSIC DEALCOMM PVT LTD / K00008 30000 0.6493 0.0000 3000 0.6493 0.0000 -90.0000
6 PRADEEP KUMAR SARAWAGI / P00001 12500 0.2706 0.0000 1250 0.2706 0.0000 -90.0000
7 GARODIA SECURITIES LTD / G00005 10000 0.2164 0.0000 1000 0.2164 0.0000 -90.0000
8 ANANT VEER HARLALKA / ABJPH5631A 9000 0.1948 0.0000 900 0.1948 0.0000 -90.0000
9 PRAKASH KUMAR SARAWAGI / P00003 6000 0.1299 0.0000 600 0.1299 0.0000 -90.0000
10 PRABIN KUMAR SARAWAGI / P00002 5000 0.1082 0.0000 500 0.1082 0.0000 -90.0000
11 GULJARI LAL JAIN / G00001 5000 0.1082 0.0000 500 0.1082 0.0000 -90.0000
12 SUNITA HARLALKA / S00001 2500 0.0541 0.0000 250 0.0541 0.0000 -90.0000
13 MADAN LAL HARLALKA / M00001 100 0.0022 0.0000 10 0.0022 0.0000 -90.0000
TOTAL 270100 5.8462 0.0000 27010 5.8462 0.0000 -90.0000

iii) Change in Promoters' Shareholding (please specify if there is no change)

Sl No Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
1 ATMA COMMERCE PVT LTD/A00008
At the beginning of the year 50000 10.8223 50000 10.8223
As on 31/12/2014 - Transfer 5000 1.0822
At the end of the year 5000 1.0822
2 A K HARLALKA & SONS (HUF)/AACHA8159G
At the beginning of the year 60000 12.9867 60000 12.9867
As on 31/12/2014 - Transfer 6000 1.2987
At the end of the year 6000 1.2987
3 ANANT VEER HARLALKA/ABJPH5631A
At the beginning of the year 9000 1.9480 9000 1.9480
As on 31/12/2014 - Transfer 900 0.1948
At the end of the year 900 0.1948
4 BENGAL AUTO PARTS PVT LTD/B00005
At the beginning of the year 40000 8.6578 40000 8.6578
As on 31/12/2014 - Transfer 4000 0.8658
At the end of the year 4000 0.8658
5 GULJARI LAL JAIN/G00001
At the beginning of the year 5000 1.0822 5000 1.0822
As on 31/12/2014 - Transfer 500 0.1082
At the end of the year 500 0.1082
6 GARODIA SECURITIES LTD/G00005
At the beginning of the year 10000 2.1645 10000 2.1645
As on 31/12/2014 - Transfer 1000 0.2164
At the end of the year 1000 0.2164
7 KLASSIC DEALCOMM PVT LTD/K00008
At the beginning of the year 30000 6.4934 30000 6.4934
As on 31/12/2014 - Transfer 3000 0.6493
At the end of the year 3000 0.6493
8 MADAN LAL HARLALKA/M00001
At the beginning of the year 100 0.0216 100 0.0216
As on 31/12/2014 - Transfer 10 0.0022
At the end of the year 10 0.0022
9 PRADEEP KUMAR SARAWAGI/P00001
At the beginning of the year 12500 2.7056 12500 2.7056
As on 31/12/2014 - Transfer 1250 0.2706
At the end of the year 1250 0.2706
10 PRABIN KUMAR SARAWAGI/P00002
At the beginning of the year 5000 1.0822 5000 1.0822
As on 31/12/2014 - Transfer 500 0.1082
At the end of the year 500 0.1082
11 PRAKASH KUMAR SARAWAGI/P00003
At the beginning of the year 6000 1.2987 6000 1.2987
As on 31/12/2014 - Transfer 600 0.1299
At the end of the year 600 0.1299
12 SUNITA HARLALKA/S00001
At the beginning of the year 2500 0.5411 2500 0.5411
As on 31/12/2014 - Transfer 250 0.0541
At the end of the year 250 0.0541
13 TODI TRADERS & INV P LTD/T00001
At the beginning of the year 40000 8.6578 40000 8.6578
As on 31/12/2014 - Transfer 4000 0.8658
At the end of the year 4000 0.8658

iv) Shareholding Pattern of top ten Shareholders

(Other than Directors Promoters and Holders of GDRs and ADRs):

Sl No For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company No. of shares % of total shares of the company
1 KAKRANIA TRADING PVT LTD/AABCK1516H
At the beginning of the year 280400 60.6913 280400 60.6913
As on 31/12/2014 - Transfer 28040 6.0691
At the end of the year 28040 6.0691
2 K R OVERSEAS PVT LTD/AACCK0101B
At the beginning of the year 311800 67.4877 311800 67.4877
As on 31/12/2014 - Transfer 31180 6.7488
At the end of the year 31180 6.7488
3 SUBHA KANT PADHI/AAQPP8299Q
At the beginning of the year 204400 44.2415 204400 44.2415
As on 31/12/2014 - Transfer 20440 4.4241
At the end of the year 20440 4.4241
4 UJJWAL BHORKAR/ACFPB4657F
At the beginning of the year 128900 27.8998 128900 27.8998
As on 31/12/2014 - Transfer 12890 2.7900
At the end of the year 12890 2.7900
5 DAVID . CASTELINO/AESPD4872K
At the beginning of the year 800400 173.2430 800400 173.2430
As on 31/12/2014 - Transfer 80040 17.3243
At the end of the year 80040 17.3243
6 SABANA PADHI/AHHPP9662K
At the beginning of the year 154300 33.3975 154300 33.3975
As on 31/12/2014 - Transfer 15430 3.3398
At the end of the year 15430 3.3398
7 MANAS RANJAN PALO/AHYPP4435B
At the beginning of the year 224500 48.5920 224500 48.5920
As on 31/12/2014 - Transfer 22450 4.8592
At the end of the year 22450 4.8592
8 CHAITRALI VISHNU CHAUDHARI/AKJPC2297E
At the beginning of the year 232700 50.3669 232700 50.3669
As on 31/12/2014 - Transfer 23270 5.0367
At the end of the year 23270 5.0367
9 POOJA C JAMBUSARIA/AREPJ7969C
At the beginning of the year 108200 23.4194 108200 23.4194
As on 31/12/2014 - Transfer 10820 2.3419
At the end of the year 10820 2.3419
10 AMARENDRA MOHAPATRA/BEAPM9948G
At the beginning of the year 118000 25.5406 118000 25.5406
As on 31/12/2014 - Transfer 11800 2.5541
At the end of the year 11800 2.5541

v) Shareholding of Directors and Key Managerial Personnel

Sl No Shareholding of each Directors and each Key Managerial Personnel Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
1 RAMESH CHANDRA MISHRA- Non Executive Director
At the beginning of the year 643700 139.3260 643700 139.3260
As on 31/12/2014 - Transfer 64370 13.9326
At the end of the year 64370 13.9326
2 AVINASH TIWARI - Independent Director
At the beginning of the year 94100 20.3675 94100 20.3675
As on 31/12/2014 - Transfer 9410 2.0368
At the end of the year 9410 2.0368

V) INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment.

(Amt in lakhs)

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount - 13753758 - 13753758
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) - 13753758 - 13753758
Change in Indebtedness during the financial year
* Addition
* Reduction 5175500
Net Change
Indebtedness at the end of the financial year
i) Principal Amount 8578258
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

SN. Particulars of Remuneration Name of Managing Director Total Amount
Mr. PawanKumar Tibrewal - - -
1 Gross salary 425000 425000
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 - -
(b) Value of perquisites u/s 17(2) Income- tax Act 1961 - -
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961 - -
2 Stock Option - -
3 Sweat Equity - -
4 Commission - -
- as % of profit
- others specify…
5 Others please specify - -
Total (A) 425000 425000
Ceiling as per the Act - -

B. Remuneration to other directors

SN. Particulars of Remuneration Name of Directors Total Amount
Mr. Avinash Tiwari Ms. Neha Agarwal
1 Independent Directors - - -
Fee for attending board committee meetings - - -
Commission - - -
Others please specify - - -
Total (1) - - -
Mr. Ramesh Mishra
2 Other Non-Executive Directors - - -
Fee for attending board committee meetings - - -
Commission - - -
Others please specify - - -
Total (2) - - -
Total (B)=(1+2) - - -
Total Managerial -
Remuneration - -
Overall Ceiling as per the Act -
- -

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

SN Particulars of Remuneration Key Managerial Personnel
CEO CS CFO Total
1 Gross salary - - - -
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 - - - -
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 - - - -
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 - - - -
2 Stock Option - - - -
3 Sweat Equity - - - -
4 Commission - - - -
- as % of profit - - - -
others specify… - - - -
5 Others please specify - - - -
Total - - - -

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made if any (give Details)
A. COMPANY : NOT APPLICABLE
Penalty
Punishment
Compounding
B. DIRECTORS : NOT APPLICABLE
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT : NOT APPLICABLE
Penalty
Punishment
Compounding

Annexure-3

Particulars of Employees as per Rule 5 (1) Chapter XIII of Companies (Appointment andRemuneration of Manerial Personnel ) Rules 2014

The Remuneration Paid to Managing Director/Whole Time Director

Excl. WTD Incl. WTD Ratio of Remuneration to
Name of Director Title Remuneratio n for the F.Y. 31/03/2015 Remuneration for the F.Y. 31/03/2014 Percentage of Increase ratio of remuneration to Percentage of Increase ratio of remuneration to Revenue Net Profit
1. Pawan Tibrewal Managing Director 425000 - - - - -

The Remuneration Paid to Independent Directors and Other Directors

Excl. WTD Incl. WTD

Ratio of Remuneration to

Name of Director Title Remuneratio n for the F.Y. 31/03/2015 Remuneration for the F.Y. 31/03/2014 Percentage of Increase ratio of remuneration to Percentage of Increase ratio of remuneration to Revenue Net Profit
1. Neha Agrawal Independent Director - - - - - -
2. Avinash Tiwari Independent Director - - - - - -

The Remuneration Paid to Other Key Mangerial Personnel (KMP)

Excl. WTD Incl. WTD

Ratio of Remuneration to

Name of KMP Title Remuneratio n for the F.Y. 31/03/2015 Remuneration for the F.Y. 31/03/2014 Percentage of Increase ratio of remuneration to Percentage of Increase ratio of remuneration to Revenue Net Profit
NIL

ANNEXURE 4

COMPANY SECRETARIES REPORT ON CORPORATE GOVERNANCE- MARCH 31st 2015

To

The Board of Directors

Aris International Limited

We have reviewed the implementation of Corporate Governance procedures by ArisInternational Limited during the year ended 31st March 2015 with the relevant recordsand documents maintained by the Company furnished to us for our review and the report onCorporate Governance as approved by the Board of Directors.

The compliance of conditions of corporate governance is the responsibility of themanagement. Our examination was limited to a review of procedures and implementationthereof adopted by the Company for ensuring the compliance of conditions of CorporateGovernance. It is neither an audit nor an expression of opinion on the financialstatements of the Company.

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

On the basis of our review and according to the information and explanations given tous the company has complied with the conditions of Corporate Governance as stipulated inClause 49 of the listing agreements with the Stock Exchanges in all material respects.Save and except for one compliant there were no investors grievance is pending for aperiod exceeding one month against the Company as per the records maintained by the StakeHolders Relationship Committee.

Place: Mumbai For Saroj Panda & Co.
Date: 30/05/2015 Sd/-
Saroj Panda
Company Secretaries
C.P. No. 3699;
Membership No. 5071

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