Dear Members,
Your Directors are pleased to present the Twenty Eight Annual Report on the business
and operations of the Company together with the Audited Financial Statements for the year
ended March 31, 2023.
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 Company's financial results for the Financial Year 2022-23 are as
under:
|
|
(Rs. in Lakhs) |
| PARTICULARS |
FY 2022-23 |
FY 2021-22 |
| Total Revenue |
35.58 |
21.60 |
| Total Expenditure |
70.97 |
30.64 |
| Profit before Tax & Exceptional items |
(35.39) |
(9.05) |
| Profit before Tax after Exceptional items |
(35.39) |
(9.05) |
| Profit for the period after tax |
(35.38) |
(9.04) |
| Total Comprehensive income |
(35.38) |
(9.04) |
Your Company's Total Income during the year under review was Rs. 35.58 Lakhs as
compared to Rs. 21.60 Lakhs in the previous year. The Company incurred loss of Rs. (35.38)
Lakhs in FY 2022-23 as compared to loss of Rs. (9.04) 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, 2023 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 by 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, 2023, the Company's
Paid-up Equity Share Capital was Rs. 150 Lakhs and Net Worth Rs. 45.69 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 Board's Report.
9. DIRECTORS
The Company's 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 Company's business for effective
functioning and how the current Board of Directors is fulfilling the required skills and
competences.
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 Company's 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 *MANALI ARUN NAIK |
Company Secretary & Compliance Officer |
*Manali Arun Naik appointed as Company Secretary & Compliance Officer on
10-08-2023.
** Sushama Anuj Yadav has resigned as Company Secretary & Compliance Officer and
CFO w.e.f., 27-07-2023.
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 Board's 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 7(Seven) times during the year as follows:
| Sr. No Date |
Board Strength |
No. of. Directors Present |
| 1 24th May,2022 |
5 |
5 |
| 2 08th August,2022 |
5 |
5 |
| 3 17th August,2022 |
5 |
5 |
| 4 29th August,2022 |
5 |
5 |
| 5 05th November,2022 |
5 |
5 |
| 6 14th November,2022 |
5 |
5 |
| 7 06th February,2023 |
5 |
5 |
| SN NAME OF DIRECTOR |
CATEGORY |
NO. OF BOARD MEETING |
| 1 Mr. Nitin Arvind Oza |
Non-Independent Director |
5 of 5 |
| 2 Mr. Avinash Ramshiromani Tiwari |
Independent Director |
5 of 5 |
| 3 Mrs. Sanghamitra Sarangi |
Independent Director |
5 of 5 |
| 4 Mr. Ramesh Chandra Mishra |
Non-Executive Director |
5 of 5 |
| 5 Miss. Ira Mishra |
Managing Director |
5 of 5 |
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 focussed 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 D.
Corporate Social Responsibility 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
Company's 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 2022-23, Four Audit Committee Meetings of the Board of
Directors of Company held i.e. on 24th May,2022 , 08th August,2022, 14th November,2022 and
6th February,2023. The table below provides the attendance of the Audit Committee Members:
| SN NAME OF DIRECTOR |
POSITION |
CATEGORY |
NO. OF MEETINGS |
| 1 Mr. Avinash Ramshiromani Tiwari |
Chairman |
Independent Director |
4 of 4 |
| 2 Mr. Nitin Arvind Oza |
Member |
Non-Independent Director |
4 of 4 |
| 3 Mrs. Sanghamitra Sarangi |
Member |
Independent Director |
4 of 4 |
| 4 Miss. Ira Mishra |
Member |
Managing Director |
4 of 4 |
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 Company's Financial Statements are made available on the website
www.arisinternational.in and are also sent to the Stock Exchange where the Company's
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 Company's 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 2022-23, One Nomination and Remuneration Committee Meeting of
the Board of Directors of Company held i.e. on 06th February, 2023.
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 Mrs. Sanghamitra Sarangi |
Member |
Independent Director |
1 of 1 |
| 2 Mr. Avinash Ramshiromani Tiwari |
Chairman |
Independent Director |
1 of 1 |
| 3 Mr. Nitin Arvind Oza |
Member |
Non Independent Director |
1 of 1 |
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 2022-23, One Stakeholders Relationship Committee Meeting of
the Board of Directors of Company held i.e., on 06th February, 2023.
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 |
1 of 1 |
| 2 Mr. Ramesh Chandra Mishtra |
Member |
Non-Executive Director |
1 of 1 |
| 3 Ms. Sanghamitra Sarangi |
Member |
Independent Director |
1 of 1 |
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 Board's 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 Committee's 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 Company's 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 Company's 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 arm's
length basis and thus a disclosure in Form 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-?-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 are
placed on the website of the Company and is accessible at the web-link:
www.arisinternational.in.
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 Company's 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, 2023,
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, 2023 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, 2023, 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, 2023. The Secretarial Audit Report
for the Financial Year ended March 31, 2023 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 2023-24.
The Company's Paid-up Equity Share Capital and Net Worth, on last day of the previous
year, i.e., on March 31, 2023, was Rs. 150 Lakhs and 45.69 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.t The company has received listing
approval vide letter no. LOD/PREF/KK/FIP/2829/2022-23 and dated November 21, 2022. The
company has received trading approval vide letter no. LOD/PREF/TP/KK/13655/2022-23 and
dated December 05, 2022. Now after completion of open offer dated 29-12-2022 Ramesh C
Mishra becomes the Promoter of the Company.
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
outstanding's 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.
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
The 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 had given an open offer. The Open Offer was completed on
29-12-2022.
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. Avinash Tiwari |
Non Executive Independent Director |
Chairman |
| 2 Mr.Nitin Arvind Oza |
Non Executive Non Independent 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 Company's 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,
PROHIBITION& 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. 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 Mrs. Sushama Anuj Yadav, Chief Financial Officer for the Financial Year
2022-23 with regard to the Financial Statements and other matters. The said Certificate
forms part of this Report.
32. GREEN INITIATIVES
In commitment to keep in line with the Green Initiatives and going beyond it,
electronic copy of the Notice of 28TH Annual General Meeting of the Company
including the Annual Report for Financial Year 2022-23 are being sent to all Members whose
e-mail addresses are registered with the Company / Depository Participant(s).
33. CAUTIONARY STATEMENT
Statements in this Directors' Report and Management Discussion and Analysis Report
describing the Company's 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 Company's operations include
raw material availability and its prices, cyclical demand and pricing in the Company's
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.
34. 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 Company's
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/- |
|
Ramesh Mishra |
| Place: Mumbai |
Director |
| Date: 10-08-2023 |
(DIN: 00206671) |
