| Dear members,
The directors have pleasure in presenting the 20th Annual Report of
the Company together 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 Year Ended
31.03.2015 31.03.2014
Sales & Operating Income 8,90,000 2,00,000
Other Income 5,400 -
Total Expenditure 8,80,747 9,16,395
Gross Income/ (Loss) before
Interest, Depreciation and 14,653 (7,16,395)
Taxation
Depreciation - -
Provision for Taxation - -
Net Profit/(Loss) 11,653 (716,395)
OPERATIONAL PERFORMANCE AND FUTURE OUTLOOK
Income of the company from operation is of Rs. 8,90,000/- as compared
to Rs. 2,00,000/- in previous year. Profit before Tax is 14,653 as
compared to (7,163,95) in previous year.
DIVIDEND
In view of the carry forward losses incurred in the earlier years and
pursuant to section123 of the Companies Act, 2013, the board regrets
its inability to declare any dividend for the year under review.
TRANSFER TO RESERVE
The Company proposes to carry Rs. (45,59,808) /- 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 no deposit held by the company as on 31.03.2015, which was
overdue or unclaimed by the depositors. For the present the broad of
directors have resolved not to accept any deposits from public.
CAPITAL RE-ORGANISATION
The Company considering the accumulated losses, under clause 24(f) of
the Listing Agreement with BSE and on receipt of the in- principle
approval filed an application with the Hon'ble High Court under
section 100-104 of the Companies Act, 1956 for Reduction of capital.
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 of capital.
After giving effect to the reduction of capital, the present capital
of the company consists of Rs. 4,620,100 (Rupees Forty Six Lacs Twenty
Thousand One Hundred only) divided into 462,010 (Four Lacs Sixty Two
Thousand Ten) Equity Shares of Rs. 10/- (Rupees ten only).
PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS
There were no Loans, Guarantees and Investments covered under section
186 of the Companies Act, 2013.
CORPORATE GOVERNANCE
As per the directions of SEBI and the Bombay Stock Exchange Ltd., the
code of corporate governance become applicable to the company
w.e.f.2002-03 and accordingly the company has been adhering to the
directions and guidelines as required. The report on the code of
corporate 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 independent directors shall hold office for a term of up
to five consecutive years on the board of a company; and shall be
eligible for re-appointment on passing a special resolution by the
shareholders of the Company. Due to forfeiture of shares the
shareholding of the Independent Director Mr. Avinash Tiwari reached
more than 2% of the paid up equity share capital of the Company.
Further, according to Sub-section (11) of Section 149, no independent
director shall be eligible 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 has recommended the appointment of Ms. Laxmi Raju Nadam
as the Independent Woman Director of the company with effect from
30.5.2015 and for period of 5-years and her appointment will be
confirmed by the members at the Annual general meeting to be held on
8th August, 2015 as required under Section 149(10). She is not liable
to retire by rotation.
Ms. Neha Agarwal - Independent Director due to personal pre occupation
resigned as a 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 the Board evaluation framework. The Companies Act,
2013 states that a formal annual evaluation needs to be made by the
Board of its own performance and that of its committees and individual
directors. Schedule IV of the Companies Act, 2013 states that the
performance evaluation of independent directors shall be done by the
entire Board of Directors, excluding the director being evaluated.
The evaluation of all the directors and the Board as a whole was
conducted based on the criteria and framework adopted by the Board.
The evaluation process has been explained in the corporate governance
report section in this Annual Report. The Board approved the
evaluation 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 the corporate governance report that forms part of this
Annual Report. The intervening gap between 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 directors to maintain the independence of the Board and
separate its functions of governance and management. As on March 31,
2015, the Board consists of 4 members. Out of which one is the
Managing Director, two Independent Directors. The Woman Director is
also one of the Independent Directors.
The policy of the Company on directors' appointment and remuneration,
including criteria for determining qualifications, positive
attributes, independence of a director and other matters provided
under Subsection (3) of Section 178 of the Companies Act, 2013,
adopted by the Board, are stated in this Board report. We affirm that
the remuneration paid to the directors is as per the terms laid out in
the nomination and remuneration policy of the Company.
TRAINING OF INDEPENDENT DIRECTORS
Every new independent director of the Board attended an orientation
program. To familiarize the new inductees with the strategy,
operations and functions of our Company, the executive directors /
senior managerial personnel make presentations to the inductees about
the Company's strategy, operations, product and service offerings,
markets, software delivery, organization structure, finance, human
resources, technology, quality, facilities and risk management.
The Company has organized the following workshops for the benefit of
Directors and Independent 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 a formal letter of appointment outlining his/her role,
functions, duties and responsibilities as a director.
The format of the letter of appointment is available on our website,
http://arisinternational.in/.
COMMITTEES OF THE BOARD
Currently, the Board has six committees: 1. Audit Committee, 2.
Nomination and Remuneration Committee, 3. Stake Holders Relationship
Committee, 4. Share Transfer Committee, 5. Risk Management Committee
and 6. Corporate Social Responsibility Committee.
A detailed note on the Board and its committees is provided under the
corporate governance report section in this Annual Report.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent
director under Section 149(7) of the Companies Act, 2013, that he/she
meets the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
INDEPENDENT DIRECTORS DECLARATIONS
In the opinion of the Board, the independent directors are,
individually, person of integrity and possess relevant expertise and
experience.
The Independent Directors under section 149(6) of the Companies Act,
2013 declared that:
1. They are not a promoter of the Company or its holding, subsidiary
or associate company;
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, its holding, subsidiary or associate company, or their
promoters, or directors, during the two immediately preceding
financial years or during the current financial year;
4. None of the relatives of the Independent Directors have or had
pecuniary relationship or transaction with the company, its holding,
subsidiary or associate company, or their promoters, or directors,
amounting to two per cent. or more of its gross turnover or total
income or fifty lakh rupees or such higher amount as may be
prescribed, whichever is lower, during the two immediately preceding
financial years or during the current 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 been employee of the company or its holding, subsidiary or
associate company in any of the three financial years immediately
preceding the financial year in which he is proposed to be appointed;
(ii) is or has been an employee or proprietor or a partner, in any of
the three financial years immediately preceding the financial year in
which he is proposed to be appointed, of-
(A) a firm of auditors or company secretaries in practice or cost
auditors of the company or its holding, subsidiary or associate
company; or
The infrastructure and realty segment presently witnessing down trend.
The Company decides to follow the infrastructure and government
sponsored projects in future.
By strictly following the regulatory norms and RBI financial
Guidelines, the company effectively manages the risks and has a
focused Risk Management monitoring in place.
DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3)
(c) OF THE COMPANIES ACT, 2013
The financial statements are prepared in accordance with the Generally
Accepted Accounting Principles (GAAP) under the historical cost
convention on accrual basis.
GAAP comprises mandatory accounting standards as prescribed under
Section 133 of the Companies Act, 2013 ('the Act'), read with Rule 7
of the Companies (Accounts) Rules, 2014, the provisions of the Act (to
the extent notified) and guidelines issued by the Securities and
Exchange Board of India (SEBI).
There are no material departures from prescribed accounting standards
in the adoption of these standards. The directors hereby confirm that:
1. In preparation of the annual accounts for the financial year ended
March 31, 2015, the applicable accounting standards have been
followed.
2. The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit and
loss of the Company for that period.
3. The directors have taken proper and sufficient care towards the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the 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 are operating effectively.
6. The directors have devised proper systems to ensure compliance with
the provisions of 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 office till 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, the appointment of the auditors shall be placed for ratification
at every Annual General Meeting. Accordingly, the appointment of M/s.
K.M. Tapuriah & Co, Chartered Accountants, as statutory auditors of
the Company, is placed for ratification by the shareholders.
In this regard, the Company has received a certificate from the
auditors to the effect that if they are reappointed, it would be in
accordance with the provisions of Section 141 of the Companies Act,
2013.
AUDITORS REPORT
The Auditors have not made any qualification to the financial
statement. Their reports on relevant notes on accounts are self
explanatory and do not call for any comments under section 134 of the
companies Act, 2013.
SECRETARIAL AUDITOR
M/s. Saroj Panda & Co. - Practicing Company Secretaries, was appointed
to conduct the secretarial audit of the Company for the financial year
2014-15, as required under Section 204 of the Companies Act, 2013 and
Rules thereunder. The secretarial audit report for 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, as secretarial 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 on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential
conflict with interest 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 the Members of the Board and all employees in the course
of day to day business operations of the company. The Company believes
in "Zero Tolerance" against bribery, corruption and unethical dealings
/ behaviors of any form and the Board has laid down the directives to
counter such acts. The Code has been posted on the Company's website
http://arisinternationalltd.in
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees
in their business dealings and in particular on matters relating to
integrity in the work place, in business practices and in dealing with
stakeholders. The Code gives guidance through examples on the expected
behavior from an employee in a given situation and the reporting
structure.
All the Board Members and the Senior Management personnel have
confirmed compliance with 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 with instance of fraud and mismanagement, if any, in
staying true to our values of Strength, Performance and Passion and in
line with our vision of being one of the most respected companies in
India, the Company is committed to the high standards of Corporate
Governance and stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with
instances of fraud and mismanagement, if any. The FRM Policy ensures
that strict confidentiality is maintained whilst dealing with concerns
and also that no discrimination will be meted out to any person for a
genuinely raised concern.
A high level Committee has been constituted which looks into the
complaints raised. The Committee 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 view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation
of the Code.
All Board of Directors and the designated employees have confirmed
compliance with the Code.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators
or courts or tribunals 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 the annual return is annexed as Annexure -2.
1. The Paid up capital of the Company: Rs. 46,20,100/- consisting of
4,62,010 equity shares of face value of Rs.10/-each.
2. The Board of Directors of the company consists of 4 Directors
namely Mr. Pawan Tirewal, Mr. Ramesh Mishra, Mr. Avinash Tiwari, Ms.
Neha Agarwal. Out of which 2 directors namely 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 270,10 equity shares of
Rs.10/- each amounting to 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 and efficient conduct of its business, including adherence to
the Company's policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of
the accounting records, and the timely preparation of reliable
financial disclosures.
The Company has an Internal Control System, commensurate with the
size, scale and complexity of its operations. The scope and authority
of the Internal Audit function is defined in the Internal Audit
Manual. To maintain its objectivity and independence, the Internal
Audit function reports to the Chairman of the Audit Committee.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance
with operating systems, accounting procedures and policies at all
locations of the Company.
Based on the report of internal audit function, process owners
undertake corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to
Board.
M/s. G.S. Nayak & Co. - Chartered Accountants is the Internal Auditor
of the Company INVESTOR COMPLAINTS AND COMPLIANCE
All the investor complaints have been duly resolved and as on date no
complaints are outstanding.
HUMAN RESOURCES MANAGEMENT
Your Directors would like to place on record their deep appreciation
to all the employees for rendering quality services in every
constituent of the company.
To ensure good human resources management at the company, we focus on
all aspects of the employee lifecycle. This provides a holistic
experience for the employee as well. During their tenure at the
Company, employees are motivated through various skill-development,
engagement and volunteering programs.
As per provisions of Section 197(12) of the Companies Act, 2013, read
with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is appended as Annexure 3 to the
Board's report.
As per the Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, none of the employee employed in
the company throughout the financial year or part thereof in receipt
of remuneration of Rs. 60 lakh or more, or employed 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, 2013, there 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 or more, or turnover of Rs. 1,000 crore or more or a net
profit of Rs.5 crore or more during any 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 of
whom should be an independent director and such Company shall spend at
least 2% of the average 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 ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
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.
CERTIFICATE ON CORPORATE GOVERNANCE
Certificate on corporate governance as required by Clause 49 of the
Listing Agreement, the Mr. Saroj Panda & Co.-Company Secretary in
Practice has issued the certificate on corporate 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 the year 2015-2016 have been paid to the stock
exchange. The company has been complying with all the conditions
require to be complied with in the listing agreement.
ACKNOWLEDGEMENTS
The Directors place on record their appreciation for co-operation and
support extended by the Government, Banks, Shareholders, and Customers
for their continued support extended to the Company at all times.
The Directors further express their deep appreciation to all employees
for commendable teamwork, high degree of professionalism and
enthusiastic effort displayed by them during the year.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Sd/- Sd/-
Ramesh Mishra Pawankumar Tibrewal
Director Managing Director
Place: Mumbai Dated:30/05/2015 |