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Aris International Ltd.

BSE: 531677 Sector: IT
NSE: N.A. ISIN Code: INE588E01026
BSE 05:30 | 01 Jan Aris International Ltd
NSE 05:30 | 01 Jan Aris International Ltd

Aris International Ltd. (ARISINTERNA) - Director Report

Company director report

Your Directors are pleased to present the 25th Annual Report of the Company togetherwith the Audited Financial

Statements of your Company for the Financial year ended 31st March 2020

SUMMARY OF FINANCIAL RESULTS OF THE COMPANY:

(Amt in Rs.)

STANDALONE

PARTICULARS 2019-2020 2018-2019
Total Income 2420854 2396000
Total Expenditure 2173389 2306291
Profit Before Interest and depreciation 247465 89709
Less: Depreciation - -
Interest - -
Tax 39000 -
Tax relating to prior years 17260 -
Net Profit/(Loss) After Tax 191205 89709

PERFORMANCE OF THE COMPANY:

Your Company has successfully completed 25 years of operations this year. YourCompany's revenue from operations and other income is Rs. 2420854 as against Rs.2396000 for the previous financial year registering an increase of Rs. 24854. Duringthe year under review your Company has recorded profit of Rs. 191205. During the yearunder review mainly carried out operation in the software development.

IMPACT OF COVID-19

The country witnessed lockdown being implemented in India in the second fortnight ofMarch 2020. There were also restrictions of varying extent across larger part of theworld due to the COVID-19 pandemic. This impacted the business operations of the Companysignificantly. Since May 2020 the Company started resuming operations after takingrequisite permissions from Government authorities. By staying true to its purpose and itsvalues the top-most priority for the Company was to ensure the safety of its employees.The Company has taken several measures to ensure their well-being including leveraging thepower of technology to enable them to work from home. Standing by its core commitment theCompany is navigating through these unprecedented times by building stronger and deeperrelationships with consumers and its partners.

DIVIDEND:

During the year the Company did not declare any Dividend.

TRANSFER TO RESERVES

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

DEPOSITS:

During the financial year under review your Company has neither invited nor acceptedany deposits from the public within the meaning of Section 73 of the Act read with theCompanies (Acceptance of Deposits) Rules 2014.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 (3) read with Schedule Part V of the SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 with Stock Exchange in India is presented ina separate Annexure -I forming part of the Annual Report.

CHANGE IN THE NATURE OF BUSINESS IF ANY:

During the year under review there was no change in the nature of business of theCompany .

SUBSIDIARY/HOLDING COMPANY

The Company does not have any subsidiary or holding Company.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

During the year under review there were no material changes and commitments affectingthe financial position of the Company.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

1. Ms. Laxmi Raju Nadam (DIN : 07088086) whose first term of 5 years as anNon-Executive Independent Director of the Company came to an end on September 28 2020has informed the Company that due to her personal reasons and other commitments will notbe able to continue on the Board. Hence Ms. Laxmi has ceased to be a Non-ExecutiveIndependent Director on the Board of the Company with effect from September 28 2020. TheBoard places on record its appreciation for the valuable contribution and servicesrendered by Ms. Laxmi Raju Nadam during her tenure as an Independent Director. The Boardplaces on record its appreciation for the valuable contribution and services rendered byMs. Laxmi Raju Nadam during her tenure as an Independent Director.

As per Section 152 (6)(a)unless article provide for retirement of all directors atevery annual general meeting not less than two-thirds of the total directors company of apublic company shall-

i) be person whose period of office is liable to determination by retirement ofdirectors by rotation; and

ii) save as otherwise expressly provided in this Act be appointed by the company ingeneral meeting.

Further as per 152 (6)(d) the directors to retire by rotation at every annual generalmeeting shall be those who has been longest in office since their last appointment.

In this regards Mr. Ramesh Chandra Mishra DIN: 00206671 is eligible for reappointment

During the year under review Mrs. Sanghamitra Sarangi and Mr. Nitin Oza has beenappointed to the Board as Non- executive Independent Director of the company w.e.f. May182020.

All the Directors of the Company have confirmed that they are not disqualified to actas Director in terms of Section 164 of the Act.

NUMBER OF MEETINGS OF THE BOARD:

During the year the Board met 5 times during the financial year the details of whichare given in the Corporate Governance Report that forms part of this Annual Report. Theintervening gap between any two meetings was within the period prescribed by the CompaniesAct 2013.

Key Managerial Personnel

As on the date of this Report Mrs. Jayanti Pradhan Managing Director & Mrs.Sushama Anuj Yadav is the Chief Financial Officer and Company Secretary are the KeyManagerial Personnel of your Company in accordance with the provisions of Section 2(51)read with Section 203 of the Act.

Directors

As on the date of the report the Company has Mr. Ramesh Mishra –Non-executiveDirector Mr. Avinash Tiwari Mr. Nitin Arvind Oza and Mrs. Sanghamitra Sarangi asNon-executive Independent Director.

INDEPENDENT DIRECTORS DECLARATION:

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 Regulation 25 of SEBI (ListingObligations and Disclosures Requirements) Regulations 2015.

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

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

2. They are not related to promoters or directors in the company its holdingsubsidiary 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 thetwo immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Director has or had pecuniary relationshipor transaction with the company its holding subsidiary or associate company or theirpromoters or directors amounting to two per cent or more of its gross turnover or totalincome or fifty lakh rupees or such higher amount as may be prescribed whichever islower during the two immediately preceding financial years or during the currentfinancial 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

(B) any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten percent or more of the grossturnover of such firm;

(iii) Holds together with his relatives two percent. or more of the total voting powerof the company; or

(iv) is a Chief Executive or Director by whatever name called of any nonprofitorganization that receives twenty- five percent. or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two percent or more of the total voting power of the company;

6. Independent Director possesses such qualifications as may be directed by the Board.

7. The Company & the Independent Directors shall abide by the provisions specifiedin Schedule IV of the Companies Act 2013.

Annual Evaluation of Board its Committees and Individual Directors:

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual Directors pursuant to the provisions of the Sections 134178 and Schedule IV of the Act and Regulation 17 of the SEBI LODR Regulations.

The performances of the Independent Directors were evaluated by the Board after seekinginputs from all the directors on the effectiveness and contribution of the IndependentDirectors.

The performance of the Committees were evaluated by the Board after seeking inputs fromthe Committee members on the basis of the criteria such as the composition of Committeeseffectiveness of Committee meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual Directors on the basis of the criteria such as thecontribution of the individual Director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non executivedirectors.

Familiarization Program for Independent Directors

Familiarization Programme for Independent Directors is designed with an aim to make theIndependent Directors aware about their roles responsibilities and liabilities as per theAct the SEBI LODR Regulations and other applicable laws and to get better understandingabout the Company nature of industry in which it operates and environment in which itfunctions business model long term/short term/strategic plans important changes inregulatory framework etc. As a part of familiarization programme the Company makespresentations to the Board Members inter alia business strategies management structureHR Policy and policies applicable as per the SEBI LODR Regulations.

At the time of appointing an Independent Director a formal letter of appointment isgiven to him which inter-alia explains the roles rights and responsibilities expected ofhim as an Independent Director of the Company. The relevant policies of the Companyincluding the Code of Conduct for Board Members and Senior Management Personnel and theCode of Conduct to regulate monitor and report trading by Insiders etc. are circulated tothe Directors.

PERFORMANCE OF THE BOARD AND COMMITTEES:

During the year under review the performance of the Board & Committees andIndividual Director(s) based on the below parameters was satisfactory:

(i) All Directors had attended the Board meetings;

(ii) The remunerations paid to Executive Directors are strictly as per the Company andindustry policy.

(iii) The Independent Directors only received sitting fees.

(iv) The Independent Directors contributed significantly in the Board and committeedeliberation and business and operations of the Company and subsidiaries based on theirexperience and knowledge and Independent views.

(v) The Credit Policy Loan Policy and compliances were reviewed periodically;

(vi) Risk Management Policy was implemented at all critical levels and monitored by theInternal Audit team who places report with the Board and Audit committee.

MEETING OF INDEPENDENT DIRECTORS:

Pursuant of the provision of Section 149 (8) of the Companies Act 2013 read withSchedule IV and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 the Independent Directors of the Company held their meeting on 12thFebruary 2020 reviewed the performance of non- independent directors and the Board as awhole including the Chairperson of the Company views expressed by the executive directorsand non- executive directors at various level and quantified the quality quantity andtimeliness of flow of information between the Company management and the Board andexpressed satisfaction.

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 31st March 2020 the Board consists of 3 members. Out of which one isthe Managing Director and two are Non-executive Director out of which one is IndependentDirector.

The policy of the Company on directors appointment and remuneration including criteriafor determining qualifications positive attributes independence of a director and othermatters provided under Sub section (3) of Section 178 of the Companies Act 2013 adoptedby the Board and are stated in this Board report.

We affirm that the remuneration paid to the directors is as per the terms laid out inthe nomination and remuneration policy of the Company.

COMMITTEES OF THE BOARD:

Currently the Board has four committees:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders Relationship Committee

4) Shares Transfer Committee.

A detailed note on the Board and its Committees is provided under the CorporateGovernance Report that forms part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to the Section 178 of the Companies Act 2013 the Company has set up aNomination and Remuneration and Stakeholders Relationship Committee. A detailed note onthe composition of the Committees is provided in the corporate governance report sectionof this Annual Report.

The Key Features of the Policy of the said committee are as follows: For Appointment ofIndependent Director (ID):

a. Any person who is between the age of 25 years and below 75 years eligible to becomeIndependent Director(ID);

b. He has to fulfill the requirements as per section 149 of the Companies Act 2013read with Regulation 16(b) of LODR 2015 erstwhile Clause 49 of the Listing Agreement;

c. Adhere to the code of conduct as per Schedule IV to the Companies Act 2013;

d. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Tradingpolicy of the Company;

e. Independent Director should have adequate knowledge and reasonably able tocontribute to the growth of the Company and stakeholders;

f. Independent Director should be able to devote time for the Board and other meetingsof the company;

g. Entitled for sitting fees and reasonable conveyance to attend the meetings; and

h. Able to review the policy participate in the meeting with all the stakeholders ofthe company at the Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the Section 134(3)(c) and Section 134 (5) of the Companies Act 2013 theBoard of Directors of the Company hereby confirm:

(i) That in the preparation of the accounts for the financial year ended 31st March2020 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

(ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31stMarch 2020 on a 'going concern' basis.

(v) The internal financial controls are laid and have been followed by the company andthat such controls are adequate and are operating effectively. Such controls meanscontrols and policies and procedures adopted and adhered by the company for orderly andefficient conduct of the business for safeguarding assets prevention and detection offrauds and errors and maintenance of accounting records and timely preparation offinancial statements and review its efficiency.

(vi) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

RISK MANAGEMENT POLICY:

The company has developed Risk Management Policy mainly covering the following areas ofconcerns

1. On the international currencies front volatility of exchange rate is a matter ofconcern for a Company because major sales are in the form of exports worldwide besidescorresponding imports in foreign currency for key raw materials. However the riskassociated with currency fluctuation has been mitigated by effective forex managementpolicy.

2. Lack of clarity on future Government policies continues to be an area of majorconcern for the industry. The exact impact of this cannot be assessed until the proposedchanges are actually introduced and implemented.

3. In line with the overall growth objective and strengthening of infrastructure basethe Company had invested in Information Technology (IT) viz. SAP Enterprising ResourcePlanning system for leveraging its business values.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In terms of the provisions of Section 177(9) of the Companies Act 2013 the Companyhas implemented a vigil mechanism named Whistle Blower Policy to deal with instance offraud and mismanagement if any in staying true to our values of Strength Performanceand Passion and in line with our vision of being one of the most respected companies inIndia the Company is committed to the high standards of Corporate Governance andstakeholder responsibility.

A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board. The Whistle Blower Policy ensuresthat strict confidentiality is maintained whilst dealing with concerns and also that nodiscrimination will be meted out to any person for a genuinely raised concern.

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. To maintain its objectivity and independence the InternalAudit 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 has been appointed as theInternal Auditor of the Company for the financial year 2020-21.

STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Act and the rules frame thereunderM/s. Pams & Assocites Chartered Accountants (Firm Registration No. 316079E) wereappointed as Statutory Auditors of the Company at the 24th Annual General Meeting held on30th September 2019 to hold office from the conclusion of the 24th Annual General Meetingtill the conclusion of the 29th Annual General Meeting.

As per Companies (Amendment) Act 2017 effective from May 07 2018 the provisionsrelating to ratification of the appointment of Statutory Auditors at every AGM is notrequired.

AUDITOR'S REPORT:

The Auditors has not made any qualification to the financial statement. Their report onrelevant notes on accounts are self-explanatory and do not call for any comments underSection 134 of the companies Act 2013

SECRETARIAL AUDITORS AND THEIR REPORT:

M/s. Saroj Panda & Co. Company Secretary in Practice was appointed to conduct theSecretarial Audit of the company for the financial year 2019- 2020 as required underSection 204 of the Companies Act 2013 and Rules thereunder.

The Secretarial Audit Report for F.Y. 2019- 2020 is Annexure - II to this Board'sReport.

The Board has re-appointed M/s. Saroj Panda & Co. Company Secretary in Practiceas Secretarial Auditor of the Company for the financial year 2020-2021.

Secretarial Compliance Report

Your Company's paid-up paid-up Equity Share Capital and Networth on last day of theprevious year i.e. on March 31 2019 are below the threshold limits mentioned in theRegulation 15(2) of the SEBI LODR Regulations. Hence the compliance w.r.t. to Regulation24A i.e. Secretarial Compliance Report is not applicable to the Company for thefinancial year under review.

Cost Auditors

During the financial year under review provisions of Section 148 of the Act read withCompanies (Audit & Auditors)

Rules 2014 and other applicable provisions if any relating to the Cost Audit are notapplicable to the Company.

Details of Fraud reported by Auditors

During the financial year under review neither the Statutory Auditors nor thesecretarial auditors have reported to the Board or Audit Committee under Section 143(12)of the Act any instances of fraud committed against the Company by its officers oremployees.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS:

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.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGOUNDER SECTION 134(3)(m) OF THE COMPANIES ACT 2013:

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

A) CONSERVATION OF ENERGY:

The Company continues its policy of encouraging energy conservation measures. Theregular review of energy consumption and the systems installed to control utilization ofenergy is undertaken.

B) RESEARCH &DEVELOPMENT ACTIVITIES & TECHNOLOGY ABSORPTION:

The Company is developing in-house software.

C) Foreign exchange earnings and Outgo

Details of Foreign exchange earnings and outgo for the financial year is Nil.

RELATED PARTY TRANSACTIONS/CONTRACTS:

The Company has implemented a Related Party Transactions policy for the purposes ofidentification and monitoring of such transactions. The policy on related partytransactions is uploaded on the Company's website.

All related party transactions are placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained on an annual basis which isreviewed and updated on quarterly basis.

Pursuant to the Section 134(3) (h) of the Companies Act 2013 and Rule 8(2) of theCompanies (Accounts) Rules 2014 there were no contract where in the related parties areinterested.

In accordance with the provisions of the Companies Act 2013 the details of relatedparty transactions are available in the Notes to the Standalone financial statementssection of the Annual Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Loans Guarantees and Investments covered under section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.

HUMAN RESOURCES MANAGEMENT:

We take this opportunity to thank employees at all levels for their dedicated serviceand contribution made towards the growth of the company. The relationship with the workersof the Company's manufacturing units and other staff has continued to be cordial.

To ensure good human resources management at the company we focus on all aspects ofthe employee lifecycle. During their tenure at the Company employees are motivatedthrough various skill-development engagement and volunteering programs.

In terms of Section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 noemployee(s) drawing remuneration in excess of limits set out in said rules forms part ofthe annual report.

Considering the first proviso to Section 136(1) of the Companies Act 2013 the AnnualReport is being sent to the members of the Company and others entitled thereto. The saidinformation is available for inspection at the registered office of the Company duringbusiness hours from 11 a.m. to 2 p.m. on working days of the Company up to the date of theensuing Annual General Meeting. Any shareholder interested in obtaining a copy thereofmay write to the Company Secretary in this regard.

EXTRACT OF ANNUAL RETURNS:

Pursuant to the Section 134(3) (a) of the Companies Act 2013 the details forming partof the extract of the Annual Return is Form MGT-9 is Annexure-III.

CORPORATE GOVERNANCE:

A Report on Corporate Governance along with a Certificate from M/s. Saroj Panda &Co regarding compliance with the conditions of Corporate Governance as stipulated underClause 49 of the Listing Agreement with Stock Exchange read with the relevant provisionsof SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 forms part ofthis Report and Annexure-IV to this Board's Report.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. The Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy. The Company has not received any complaint underthis policy during the 2019-2020.

BANK AND FINANCIAL INSTITUTIONS:

Directors are thankful to their bankers for their continued support to the company.

CORPORATE SOCIAL RESPONSIBILITY:

As per the Companies Act 2013 all companies having net worth of 500 crore or more orturnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more during anyfinancial year are required to constitute a appropriate corporate social responsibility(CSR) Committee of the Board of Directors comprising there or more directors at least oneof whom an independent director and such company shall spend at least 2% of the averagenet profits of the Company's three immediately preceding financial year.

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

ACKNOWLEDGMENTS:

Your Directors convey their sincere thanks to the Government Banks Shareholders andcustomers for their continued support extended to 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.

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