Directors Report of Aris International Ltd.

Mar 31, 2024

Your directors have great pleasure in presenting the 29™ Annual Report along with Audited
Statement of Accounts and the Auditor’s Report of the company for the financial year ended
31st March 2024. The Company sustained a good performance during the FY 2023-24.

COMPANY’S FINANCIAL HIGHLIGHTS AND PERFORMANCE

The key highlights of the financial performance/losses, as stated in the audited financial
statements, along with the corresponding performance for the previous year are as under:

(Amount in Lakhs)

Particulars	Year Ended	Year Ended
	31.03.2024	31.03.2023
Revenue from Operations	34.98	35.55
Other Income	-	0.03
Total Income	56.36	35.58
Total Expenditure	43.59	70.97
Profit/(loss) before tax	12.76	(35.39)
Current Tax	-	-
Deferred Tax	-	(0.01)
Net Profit/Loss	12.76	(35.38)

The Financial Statements of the company have been prepared in accordance with the 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.

The company discloses its financial results on a quarterly basis, which are subject to limited
review, and publishes audited financial statements on an annual basis. The management of the
company reviews and evaluates all its recently issued or revised accounting standards on an
ongoing basis.

A key focus of the business is promoting and maintaining the operational quality of the
products, a people-centric culture, and an effective technology system that enable us to optimize

the performance of the company and thus offer and contribute to the company’s growth. The
company possesses the following competitive strengths:

• Well experienced and professional management team

• Strong customer proposition

• Operational quality

• People centric operational culture

• Effective technology system

PERFORMANCE OF THE COMPANY:

The total income for the financial year under review was Rs. 56.36 Lakhs as against 35.58 Lakhs
income for the previous financial year. The Profit before exceptional items and tax was Rs. 12.76
Lakhs for the financial year under review as against Rs. [35.39] Lakhs before exceptional items for
the previous financial year.

TRANSFER TO RESERVES

No amount is transferred to the ''Reserves’ in the financial year 2023-24.

DIVIDEND:

Your director has assessed the ongoing financial condition of company and keeping the growth
prospect of the business, board has decided not to recommend any dividend for period under
review and internal accrual will be part of retained earnings.

i

CHANGE OF MANAGEMENT OF THE COMPANY:

There is Change in the Management of the Company. M/s. BRCCA Services Private Limited
along with Mr. Chanakya Chirag Agarwal [PAC] had given Offer to the shareholders of the Target
Company in compliance with Regulations 3[1) and 4 of SEBI [SAST] Regulations for substantial
acquisition of equity shares/ voting rights.

The Open Offer was made by the Acquirer BRCCA Services Private Limited along with Mr.
Chanakya Chirag Agarwal [PAC] to the public shareholders of the Target Company, in
compliance with Regulations 3(1] and 4 of SEBI [SAST] Regulations for substantial acquisition
of equity shares/ voting rights, accompanied with a change in management control of the Target
Company. The Open Offer was completed on 05-03-2024.

CHANGE OF REGISTERED OFFICE:

During the year, the Company changed their Registered Office from B-129, Ansa Industrial
Estate, Saki Vihar Road, Andheri [E], Mumbai - 400072 to INS Tower, 7 Floor, Office No 707,
A wing, Bandra Kurla Complex, Bandra East, Mumbai - 400 051 within local limits w.e.f.
03/02/2024.

DEPOSITS:

During the year under review, the Company has not accepted any deposits falling within the
ambit of section 73 of the Companies Act, 2013 and the rules framed thereunder. The requisite
return for FY 2023-24 with respect to amount(s] not considered as deposits has been filed. The
Company does not have any unclaimed depositsas of date.

SUBSIDIARY / ASSOCIATE / JOINT VENTURECOMPANIES:

The Company has no subsidiary / associate / joint venture companies.

PARTICULARS OF LOANS TAKEN BY THE COMPANY:

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

SHARE CAPITAL:

The Authorized Share Capital of the Company has been increased from Rs. 7,00,00,000/-
[Rupees Seven Crore Only) divided into 70,00,000 (Seventy Lacs) equity shares of Rs. 10/-
(Rupees Ten only) each to Rs. 25,00,00,000 (Twenty five Crore Only) divided into 2,50,00,000
(Two Crore Fifty Lacs ) equity shares of Rs. 10/- (Rupees Ten only) each which was approved by
shareholders in Extra-Ordinary General meeting held on 15™ March,2024. During the year
there was no change in Paid up Capital of the Company.

DETAILS OF CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the Financial Year 2023-2024, Following Appointments and Resignation took place:

Miss. Ira Mishra resigned from Post of Managing Director with effect from 22^nd August, 2024
and resigned from the post of Directorship with effect from 3^rd February, 2024 due to change
of management of the Company under Regulation 3 & 4 of SEBI (SAST), 2011.

Mr. Nitin Kumar Bhalotia was appointed as an Additional Director by the Board with effect from 3^rd
February, 2024 and appointed as a Managing Director by members in Extra Ordinary General
Meeting dated 15™ March, 2024 for a period of Three years.

Mr. Nitin Arvind Oza resigned as a Non-Executive Non- Independent Director of the Company with
effect from 3^rd February, 2024 due to pre-occupation in other activities and unable to devote
time in affairs of the company.

Mrs. Sushama Anuj Yadav resigned from post of Company Secretary and CFO with effect from
31st July,2023.

Miss. Manali Arun Naik appointed as Company Secretary and Compliance Officer with effect
from 10™ August, 2023.

Mr. Deepak Babulal Kharwad appointed as CFO with effect from 3^rd February, 2024.

The Board places on record its appreciation towards valuable contribution made by them during
their tenure asDirectors of the Company.

Name	Designation	Appointment/Cessation/Change in Designation	Date
Miss. Ira Mishra	Director	Cessation	03/02/2024
Mr. Nitin Kumar Bhalotia	Managing Director	Appointment (Additional Director) Managing Director (Regularisation)	03/02/2024 15/03/2024
Mr.Nitin Arvind Oza	Director	Cessation	03/02/2024
Mrs. Sushama Anuj Yadav	Company Secretary	Cessation	31/07/2023
Mrs. Sushama Anuj Yadav	CFO	Cessation	31/07/2023
Miss. Manali Arun Naik	Company Secretary	Appointment	10/08/2024
Mr. Deepak Babulal Kharwad	CFO	Appointment	03/02/2024

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board met Four [4] times during the financial year, the details of which are as given
below: The intervening gap between any two meetings was within the period prescribed by
the Companies Act, 2013.

Sr. No	Date
1	26/05/2023
2	10/08/2023
3	09/11/2023
4	03/02/2024

CORPORATE GOVERNANCE:

The Company need not required to comply with regulation 27 of SEBI (Listing Obligations and
Disclosure Requirement) Regulations, 2015 connected with corporate Governance as the
criteria as per regulation 15(2) of SEBI LODR, 2015 as it was not applicable to the company
during the said financial year.

Your Company has complied the Corporate Governance requirements voluntarily for better
governance.A separate Report on Corporate Governance is annexed as Annexure-I here to
forming part of this report together with the requisite certificate from M/s. Saroj Panda & Co,
Practicing Company Secretary as stipulated under the Listing Regulations.

The company constituted their internal committee(s) for better governance of the Board.

INDEPENDENT DIRECTORS DECLARATION:

The Company has received Declaration of Independence as stipulated under section 149(7] of the
Companies Act, 2013 and Regulation 25(8] of SEBI (Listing Obligations and Disclosure
Requirements] Regulations, 2015 from Independent Directors confirming that he/she is not
disqualified from being appointed/re-appointed/ continue as an Independent Director as per the
criteria laid down in section 149(6] of the Companies Act, 2013and Regulation 16(l](b] of SEBI
(Listing Obligations and Disclosure Requirements] Regulations, 2015.

The Independent Directors have complied with the Code for Independent Directors prescribed in
Schedule IV to the Companies Act, 2013.

The Independent Directors of the Company have registered themselves with the data bank
maintained by Indian Institute of Corporate Affairs (IICA],

The Independent Directors under section 149(6] of the Companies Act, 2013 declared that:

1. They are not promoters of the Company or its holding, subsidiary or associate
company;

2. They are not related to promoters or 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 Director has 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

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

(iii) Holds together with his relatives two percent, or more of the total voting power of

the company; or

(iv)is a Chief Executive or Director, by whatever name called, of any nonprofit
organization that receives twenty-five percent, or more of its receipts from the
company, any of its promoters, directors or its holding, subsidiary or associate
company or that holds 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 specified in
Schedule IV of the Companies Act, 2013.

8. The Companies Act, 2013, provides for the appointment of independent directors.
Sub-section [10] of Section 149 of the Companies Act, 2013 read with applicable
rules, provides that independent directors shall hold office for a term 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.

9. 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.

ANNUAL RETURN:

In terms of Section 92(3] of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration] Rules, 2014, the Annual Return of the Company is
available on the website of the Company at www.arisinternational.in.

MANAGEMENT S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as stipulated under
Regulation 34 (3] read with Schedule Part V of the SEBI (Listing Obligations and
Disclosures Requirements] Regulations, 2015 with Stock Exchange in India, is presented
in a separate Annexure -II forming part of the Annual Report.

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

During the year under review, there were no material changes and commitments’ affecting
the financial position of the Company except there was change of management and
acquisition done during the financials years by way of Open offer declared under
Regulations 3 & 4 of SEBI (SAST] Regulations, 2011 by M/s. BRCCA Services Private
Limited along with Mr. Chanakya Chirag Agarwal (PAC],

BOARD EVALUATION:

The SEBI (Listing Obligations and Disclosures Requirements] Regulations, 2015 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.

The Schedule IV of the Companies Act, 2013 states that the performance evaluation of
independent directors should 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 Board approved the evaluation results
as collated by the Nomination and Remuneration Committee.

PERFORMANCE OF THE BOARD AND COMMITTEES:

During the year under review, the performance of the Board & Committees and Individual
Directors] 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 and
industry policy.

(Mi)The Independent Directors only received sitting fees.

(iv) The Independent Directors contributed significantly in the Board and committee
deliberation and business and operations of the Company and subsidiaries based on
their experience 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 the
Internal Audit team who places report with the Board and Audit committee.

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 31^st March, 2024, the Board consists of 4 members. Out of which Three
Non-executive Directors and One Executive Director.

The policy of the Company on director’s appointment and remuneration, including criteria
for determining qualifications, positive attributes, independence of a director and other
matters provided under Sub section (3) of Section 178 of the Companies Act, 2013, adopted
by 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 in the 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) Corporate Social
Responsibility Committee which the Board constituted voluntarily for better corporate
governance.

DISCLOSURE ON AUDIT COMMITTEE

The Company has a qualified and independent Audit Committee which has been formed in
pursuance of Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements]
Regulation, 2015 and Section 177 ofthe Companies Act, 2013.

The Primary objective of the committee is to monitor and provide effective supervision of
the management’s financial reporting process to ensure accurate and timely disclosures,
with the highest level of transparency, integrity and quality of Financial reporting.

COMPOSITION OF AUDIT COMMITTEE:

The Company has constituted an Audit Committee in terms of the requirements of the
Companies Act, 2013.

During the Financial Year 2023-24, Four Audit Committee Meetings ofthe Board of Directors of
Company held i.e. on 26™ May,2023, 10™ August,2023, 9™ November,2023 and , 3^rd
February,2024.

The table below provides the attendance ofthe Audit Committee Members:

s	NAME OF DIRECTOR	POSITION	NO. OF
N			MEETINGS
1	Mr. Avinash Ramshiromani	Chairman	4 of 4
	Tiwari
2	Mr. Nitin Arvind Oza**	Member	4 of 4
3	Mrs. Sanghamitra Sarangi	Member	4 of 4
4	Miss. Ira Mishra*	Member	4 of 4

* Miss. Ira Mishra resigned from post of Managing Director w.e.f. 22/08/2023 and
Resigned from post of Directorship w.e.f. 03/02/2024.

** Mr. Nitin Arvind Oza resigned from post of Directorship w.e.f. 03/02/2024

DISCLOSURE ON NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the Section 178 of the Companies Act, 2013, the Company has set up a
Nomination and Remuneration Committee.

The purpose of this Committee ofthe Board of Directors (The Board’] shall be to discharge
the Board’s responsibilities related to nomination and remuneration of the Company’s
Executive/ Non-Executive Directors. The Committee has the overall responsibility of
approving and evaluating the nomination and remuneration plans, policies and programs
for executive /non-executive directors.

Composition of nomination and remuneration committee under section 178 of the
Companies Act, 2013 is as follows:

During the Financial Year 2023-24, One Nomination and Remuneration Committee Meeting of
the Board of Directors of Company held i.e. on 03^rd February, 2024.

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

s	NAME OF DIRECTOR	POSITION	NO. OF
N			MEETINGS
1	Mr. Avinash Ramshiromani	Chairman	lof 1
	Tiwari
2	Mr. Nitin Arvind Oza**	Member	1 of 1
3	Mrs. Sanghamitra Sarangi	Member	lof 1

** Mr. Nitin Arvind Oza resigned from post of Directorship w.e.f. 03/02/2024

The Key Features of the Policy of the said committee are as follows:

For Appointment of Independent Director (ID):

a. Any person who is between the age of 21 years and below 75 years eligible to
become Independent Director (ID);

b. He has to fulfill the requirements as per section 149 ofthe Companies Act, 2013 read ''
with Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015;

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 Trading
policy ofthe Company;

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

f. Independent Director should be able to devote time for the Board and other
meetings of 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 of the
company at the Annual General Meeting.

DISCLOSURE ON STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Committee has the mandate to review and redress shareholder grievances including
complaints related to non-receipt of Securities/ Share certificates, non-receipt of balance
sheet, non-receipt of declared dividends etc.

The committee reviews shareholders complaints and resolution thereof. The Committee
expresses satisfaction with the Company’s performance in dealing with investor grievances
and its share transfer system.

Composition of stakeholders relationship committee under section 178 of the
Companies Act, 2013 is as follows

During the Financial Year 2023-24, One Stakeholders Relationship Committee Meeting of the Board
of Directors of Company held i.e. on 03^rd February, 2024.

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

s	NAME OF DIRECTOR	POSITION	NO. OF
N			MEETINGS
1	Mr. Avinash	Chairman	1 of 1
	Ramshiromani Tiwari
2	Mr. Ramesh Chandra	Member	1 of 1
	Mishtra
3	Ms. Sanghamitra Sarangi	Member	1 of 1

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY:

The Company does not have any Risk Management Policy as the elements of risk
threatening the Company’s existence are very minimal.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has a proper and adequate system of internal financial controls to ensure
that all assets are safeguarded and protected against loss from unauthorized use or
disposition, and that transactions are authorized, recorded, and reported correctly. The
internal control system is supplemented by extensive programme of audit, review by
management, and documented policies, guidelines and procedures.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 Inernational
Limited works to strengthen such structures. We believe that a strong internal control
framework is an important pillar of Corporate Governance.

The internal and operational audit is entrusted to M/s. Manas Dash & Co for the Finacial
Year 2023-2024. M/s. Manas Dash & Co resigned as Internal Auditor of the Company on
12^th August, 2024 due to Pre-occupation in other assignments. The Board at their meeting
on 13™ August, 2024 has appointed M/s. C C Patil & Co (FRN No: 153916W) as Internal
Auditor ofthe Company for the FY 2024-2025.

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.

STATUTORY AUDITORS:

M/s. PAMS & ASSOCIATES, Chartered Accountants (FRN: 316079E] was appointed as Statutory
Auditor of the Company on 30th September, 2019 for period of 5 Years i.e. until the Annual
General Meeting to be held for the financial year 2023-24.

M/s. PAMS & ASSOCIATES, Chartered Accountant, Chartered Accountants [FRN: 316079E]
resigned as statutory Auditor of the Company on 13™ August, 2024 due to their other
assignments.

The Board at their meeting on 13™ August, 2024 has suggested the name of M/s. B.M.Gattani &
Co, Chartered Accountants [FRN No: 113536W] as the statutory Auditor of the Company. The
same will be placed before the members at the forth coming Annual General meeting for the
Approval of the members.

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 AUDITORS AND THEIR REPORT:

The provision of section 204 read with section 134[3] of the companies Act, 2013 and The
Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014. The
Company has appointed M/s. Saroj Panda & Co, Company Secretaries, [Membership
No.F5071] as the Secretarial Auditor of the Company for the year 2023-2024. The
Secretarial Audit Report does not contain any qualification, reservation or disclaimer or adverse
remark.

M/s. Saroj Panda & Co, Company Secretaries resigned as Secretarial Auditor of the Company on
12™ August, 2024 due to Pre-occupation. The Board at their meeting on 13™ August, 2024 has
appointed M/s. Hemang Satra & Associates, Company Secretaries [Membership No.: A54476
CP No. 24235] as Secretarial Auditor of the Company for the FY 2024-2025.

The Secretarial Audit report is annexed herewith as Annexure-III to this Board''s Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS:

SEBI has initiated adjudication proceedings under section 15HB of the Securities and
Exchange Board of India Act, 1992 [hereinafter referred to as "SEBI Act''] in respect of Aris
International Limited (hereinafter referred to as "Noticee/ Target Company"] issued a SCN
dated May 31, 2023 for alleged violation of regulations 4(1][g] and 16(1][b][vi] [C] of SEBI
(Listing Obligation and Disclosure Requirements] Regulation, 2015 ( referred to as ‘LODR
Regulations"] and SEBI has disposed off the matter vide adjudication order dated 28^th
September 2023 and recorded that no penalty is warranted to be imposed upon the
company.

Apart from above, 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.

RELATED PARTY TRANSACTIONS/CONTRACTS:

The particulars of every contract or arrangements entered into by the Company with
related parties referred to in sub-section [1] of section 188 of the Companies Act, 2013
including certain arms length transactions under third proviso thereto shall be disclosed in
the Form AOC - 2 Annexed herewith as "Annexure IV" to this Report.

In fact there were no related party transactions except for the Loans given by the Promoter
and Promoter Groups to the Company.

HUMAN RESOURCES MANAGEMENT:

The Directors wish to place on record their appreciation and acknowledgment of the efforts
and dedication and contributions made by employees at all levels during the year under
review. The Company continues to focus on attracting new talent & help them to acquire
new skills, explore new roles and realize their potential. Your director acknowledges and
thanks employees for their continued contribution.

CORPORATE SOCIAL RESPONSIBILITY:

As per Section 135 of the Companies Act, 2013 all companies having net worth of ''500
crore or more’ or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more
during previous financial year are required to constitute an appropriate Corporate Social
Responsibility (CSR] Committee of the Board of Directors comprising three or more
directors, at least one of whom must 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 fall with any of the criteria stated herein above. The
company has a CSR committee consisting of:

SR. NO.	NAME OF MEMBERS	DESIGNATION
1	Mr. Avinash Ramshiromani	Chairman
	T iwari
2	Mr. Ramesh Chandra Mishra	Member
3	Mrs. Sanghamitra Sarangi	Member

OPEN OFFER

The Open Offer was made by the Acquirer BRCCA Services Private Limited along with Mr. Chanakya
Chirag Agarwal (PAC] to the public shareholders of the Target Company, in compliance with
Regulations 3[1] and 4 of SEBI (SAST] Regulations for substantial acquisition of equity shares/
voting rights, accompanied with a change in management control of the Target Company. The Open
Offer was completed on 05-03-2024.

PREFERENTIAL ALLOTMENT

The Board of Directors of the Company on 03^rdFebruary, 2024, considered and approved the
proposal for preferential issue and the Company subject to the approval of the Shareholders of
the Company at the Extra-Ordinary General Meeting held on Marchl5, 2024 has decided for
Issue and allotment of 2,00,00,000 convertible warrants into equity shares of face value of Rs. 10
/- each to Promoter and Non-promoter(s) group of the company as per the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. Due
to some personal difficulties the allottees expressed their inability to subscribe the 2,00,00,000
number of Convertible Warrants into Equity Shares and accordingly the Board in its meeting
held on May 02,2024 had cancelled Preferential Issue and Allotment of 2,00,00,000 Convertible
Warrants Into Equity Shares of Face Value of Rs. 10 /- each to Promoter and Non-Promoter(S)
Group of the Company.

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.

FOREIGN EXCHANGE (inflow/outflow):

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

BANK AND FINANCIAL INSTITUTIONS:

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

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL
MEETINGS:

The Company has complied with Secretarial Standards on Board Meetings and General
Meetings issued by thelnstitute of Company Secretaries of India.

COST AUDIT:

As per the Rules made by Central Government for the maintenance of cost record under section 148
(1) of the Companies act, 2013, does not apply in respect of Company’s present Business.

PARTICULARS OF EMPLOYEES:

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies
(Appointment and Remuneration of Key Managerial Personnel) Rules, 2014, is annexed as
Annexure-V and forms an integral part of this Report.

In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others

entitled thereto, excluding the information on employees'' particulars which is available for
inspection by the members at the Registered office of the company during business hours on working
days of the company up to the date of ensuing Annual General Meeting. If any member is interested
in inspecting the same, such member may write to the company in advance.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There is no amount due to be transferred to the IEPF account.

ENVIRONMENT, HEALTH AND SAFETY

Your company ensures strict adherence to all legal standards, with a continued focus on conserving
energy and water, increasing the share of green energy in total energy consumption, and reducing
waste production. The management team is actively promoting a culture of safety throughout the
organization and maintaining discipline through regular communication and training. The company
conducts regular fire safety training and health check-ups for both permanent and contractual
employees and workers. Plans are in place to further improve the well-being of the workforce,
recognizing that safety culture is an ongoing journey. Additionally, we pledge to provide a secure and
healthy work environment across all our offices and production facilities.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has adopted vigil mechanism in the form of Whistle Blower Policy for its Directors
and employees to report their concerns about unethical behavior, actual or suspected fraud or
violation of the Company''s code of conduct or ethics policy. During the financial year under review,
no complaints were received under the Whistle Blower Policy / Vigil mechanism.

LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to BSE where the
Company''s shares are listed.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the Section 134(3][c] and Section 134 [5] of the Companies Act, 2013, the
Board of Directors of the Company hereby confirm:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2024,
the applicable accounting standards have been followed along with proper explanation
relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that were 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 the year under review;

(Mi)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;

(iv) That the Directors have prepared the accounts for the financial year ended 31^st
March 2024 on a ''going concern'' basis.

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

(vi) 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.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy
on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal] Act, 2013 (POSH] and the rules made thereunder. The Policy aims to provide
protection to employees at workplace and prevent and redress complaints of sexual harassment
and for matters connected or incidental thereto, with the objective of providing a safe working
environment, where employees feel secure.

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

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

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

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 Mr. Nitin Kumar Bhalotia, Managing Director
and Mr. Deepak Babulal Kharwad Chief Financial Officer, for the Financial Year
2023-24 with regard to the Financial Statements and other matters. The said Certificate forms
part of this Report.

GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of
the Notice of 29™ Annual General Meeting of the Company including the Annual Report for
Financial Year 2023-24 are being sent to all Members whose e-mail addresses are registered
with the Company / Depository Participant^].

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.

ACKNOWLEDGMENTS:

Your Directors convey their sincere thanks to 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.

By Order of Board of Directors
For Aris International Limited
Sd/-

Nitin Kumar Bhalotia

Place : Mumbai (Managing Director)

Date : 13/08/2024 DIN:02067326

REGISTERED OFFICE:

INS Tower, 7 Floor,

Office No 707, A wing,

Bandra Kurla Complex,

Bandra East, Mumbai - 400 051.

CIN: L29130MH1995PLC249667

Email : [e-mail]
Website : www.arisinternational.in

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Mar 31, 2015

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

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Mar 31, 2014

To The Members

ARIS INTERNATIONAL LTD.

The Directors present the 19th Annual Report of your Company along with the Audited Statement of Accounts for the financial year ended March 31, 2014.

FINANCIAL RESULTS

The Financial Results are stated as under: (Rs.) PARTICULARS Year Ended Year Ended 31.03.2014 31.03.2013

Sales & Operating Income 200,000 548,035

Other Income - -

Total Expenditure 916,395 1,698,418

Gross Income/ (Loss) before Interest, Depreciation and (716,395) (1,150,383) Taxation

Depreciation - -

Provision for Taxation - -

Net Loss (716,395) (1,150,383)



OPERATIONAL PERFORMANCE AND FUTURE OUTLOOK

Income of the company from operation is of Rs.2,00,000 /- as compared to Rs. 548,035 in previous year. Profit before Tax (7,163,95) is as compared to (1,150,383) in previous year.

DIVIDEND

Directors do not recommend any dividend for the year ended 31st March, 2013 in view to conserve the resources.

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 217 (3) of the companies Act, 1956.

AUDITORS

The retiring Auditors M/S K. M TAPURIAH & CO - Chartered Accountants, have been reappointed to hold office as statutory auditor of the Company, till the conclusion of the next Annual General Meeting. They have furnished a certificate to the effect that the proposed re-appointment is in accordance with the limits specified U/s. 224(1B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

None of the employees are covered under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE

As per the directions of SEBI , the report on corporate governance is annexed separately in this Annual report.

DIRECTORS

Mr. Satyajit Mishra resigned as a director of the company w.e.f. 7th October, 2013 Mr. Nitin Oza resigned as a director of the company w.e.f. 19th September,2013

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

(iii) 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31 March, 2014 on a ''going concern'' basis.

(v) That the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively;

(vi) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

BANK AND FINANCIAL INSTITUTIONS

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

HUMAN RESOURCES

We take this opportunity to thank employees at all levels for their dedicated service and contribution made towards the growth of the company.

EMPLOYER/EMPLOYEE RELATIONS

The relationship with the workers of the Company''s manufacturing units and other staff has continued to be cordial. The Directors wish to put on record their sincere appreciation and gratitude for the services rendered by the workers and staff at all levels.

PERSONNEL

The Company has not paid any remuneration attracting the provisions (Particulars of Employees) Rules, 1975 read along with section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

PARTICULARS AS PER SECTION 217 (2A) OF COMPANIES ACT, 1956:

During the year under review, none of the employees of the Company was in receipt of remuneration aggregating Rs. 60,00,000/- or more per annum, if employed throughout the year, or Rs. 5,00,000/- or more per month, in case employed for part of the year. Hence, there are no particulars to be annexed to this report as required under section 217 (2A) of the Companies Act, 1956 and the rules made there under.

SECRETARIAL COMPLIANCE CERTIFICATE:

In accordance with section 383A, of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the company has obtained a certificate from a secretary in whole time practice confirming that the company has complied with all the provisions of the Act and copy of such certificate annexed to this report.

FIXED DEPOSITS:

During the year under review, the Company has not accepted or renewed any deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

CORPORATE GOVERNANCE:

A Report on Corporate Governance as also a Management Discussion and Analysis Report along with a certificate from M/s K M Tapuriah & Co , Chartered Accountants, regarding compliance of requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is annexed herewith.

EXTRACT OF ANNUAL RETURNS

1. The Paid up capital of the Company: Rs. 46,201,000/- consisting of 46,20,100 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 270,100 equity shares of Rs.10/- each amounting to 5.85 %.

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 are given in Annexure-1 to this report.

RISK MANAGEMENT POLICY

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

1. License and policy of respective government all over the world.

2. The Company''s risk and control policy is designed to provide reasonable assurance that objectives are meet by integrating management control into daily operation, by ensuring all the Compliance

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 related to promoters or 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 Director has 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

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent. or more of the gross turnover of such firm;

(iii) Holds together with his relatives two per cent or more of the total voting power of the company; or

(iv) is a Chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

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

7. The Company & the Independent Directors shall abide by the provisions specified in schedule IV of the Companies Act, 2013.

NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to section 178 of the Companies Act, 2013, the Company has set up a Nomination and Remuneration and Stakeholders Relationship Committee consisting of Three (3) of Directors Mr. Pawan Tibrewal, Mr. Avinash Tiwari – Independent Director and Ms. Neha Agarwal being the Chairman of the Committee. The Gist of the Policy of the said committee:

1. For Appointment of Independent Director (ID):

a. Any person who is between the age of 25 years and below 75 years eligible to become ID;

b. He has to fulfill the requirements as per section 149 of the Companies Act, 1956 read with cl. 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 Trading policy of the Company;

e. ID should have adequate knowledge and reasonably able to contribute to the growth of the Company and stakeholders;

f. ID should be able to devote time for the Board and other meetings of 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 of the company at the Annual Meeting.

PERFORMANCE OF THE BOARD AND COMMITTEE:

During the year under review, the performance of the Board & Committee and Individual Director(s) based on the below parameters satisfactory:

1. Most of the Directors attended the Board meeting;

2. The remunerations paid to executive Directors strictly as per the company and industry policy.

3. The Independent Directors only received sitting fees.

4. The Independent Directors contributed a lot based on their experience and knowledge and Independent views.

5. The Credit Policy, Loan Policy and compliances were reviewed;

6. Implementation of Risk Management Policy

DETAILS RELATING TO LOANS AND INVESTMENTS:

Details relating to section 186 of the Companies Act, 2013 with regards to loans & investment made by the company are given in detail in the Auditor''s Report and the annexures thereto.

RELATED PARTY TRANSACTIONS:

Details of related party transactions as per section 188 of the Companies Act, 2013 are given in the Auditor''s report and annexures thereto.

REDUCTION OF CAPITAL:

The accumulated losses of the company as on 31st March, 2014 was of Rs. 4,61,52,361 which amounts to more than 98% erosion of its paid up capital, the company preferred a reduction of capital under section 100 – 104 of the Companies Act, 1956 and the members at their meeting held on 19th July, 2014 approved the same.

Presently the company is waiting for In Principle approval from BSE as per clause 24(f) of Listing Agreement for reduction of capital.

ACKNOWLEDGEMENTS

The Board of Directors expressed their sincere gratitude to its employees, suppliers, share holders, bankers and other government agencies for their continued support.

For and on behalf of the Board

Place : Mumbai Sd/- Date: 14th August, 2014 Pawan Tibrewal Managing Director

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Mar 31, 2012

To The Members of ADITYA GEARS LTD.

The Directors present the 17th Annual Report of your Company along with the-Audited Statement of Accounts for the Financial Year ended March 31, 2012.

FINANCIAL RESULTS

The Financial Results are stated as under:

PARTICULARS Year Ended 31.03.2012

(Rs. in Lacs)

Sales & Operating Income Nil

Other Income 12.33

Gross Income/ (Loss) before Interest, Depreciation and Taxation (0.34)

Interest & Finance Charges (0.01)

Gross Loss after Interest but before Depreciation and Taxation (0.35)

Depreciation Nil

Provision for Taxation Nil

Net Loss (0.35)

OPERATIONAL PERFORMANCE AND FUTURE OUTLOOK

We are pleased to report that we have undertaken the process of getting the revocation of suspension of the company's share at BSE. We have received the in principle approval for revocation of suspension from BSE. The due formalities for relisting are under process and very soon the shares will start trading at BSE. .

Going forward the reconstituted board will bring new vision and we will now be able to undertake new venture with renewed vigour and proper ease. The renewed activities will be undertaken after due diligence after reviving the future prospects of the company.

DIVIDEND

Your Directors did not recommend any dividend for the year under review.

EXPORTS

The export markets will be explored as the future opportunities emerges.

CALL MONEY ARREARS

We request the Share Holders to clear the Call Money who have not done so yet. The Company urgently needs Capital at this point to achieve the growth emerging from the forthcoming opportunities.

The Company will now have to initiate forfeiture steps if the money will not come finally.

FINANCE

The Company needs fresh inflow of fund to meet the capital requirement.

CONSERVATION OF ENERGY

The thrust on energy conservation continues and necessary measures for optimization of energy consumption have been taken.

PARTICULARS OF EMPLOYEES

None of the employees are covered under section 217(2A) of the Companies Act, 1956 read with (he Companies (Particulars of Employees) Rules, 1975.

DIRECTORS .

The following have been appointed w.e.f. 13/02/2012 as Independent and Additional Directors:

1. Mr. S. Basu

2. Mr. Satyajit Mishra

3. Mr. Nitin Oza

On 20th July 2012 Mr. Ramesh Mishra has been appointed Additional Director of the Company, as co-promoter of the Company. Mr. Anant Veer Harlalka , Ms. Sunita Harlalka & Mr. S. Basu resigned on 20th July, 2012 as Director of the Company.

Mr. Ashok Kumar Harlalka whose term as Managing Director comes to an end at the forthcoming AGM of 2012. He has expressed his un-willingness to continue as Managing Director of the company from that date.

DE-LISTING OF THE SHARES

Pursuant to clause 5.2 of the Securities and Exchange Board of India (Delisting of Securities) Guidelines, 2003, ("Delisting Guidelines") ,the company is in the process of making applications for voluntary delisting of its equity shares from the CalCutta Stock Exchange, Jaipur Stock Exchange & Ahmedabad Stock Exchange .

The Listing of shares will continue at The Stock Exchange , Mumbai, (BSE) who has national presence. The Company already made an application for revocation of suspension of trading at BSE and for connectivity to NSDL & CDSL.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE :

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) CONSERVATION OF ENERGY:

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

B) RESEARCH DEVELOPMENT ACTIVITIES :

Continuous efforts are being made to improve reliability and quality through in-house R&D efforts.

C) TECHNOLOGY ABSORPTION :

The Company will equip with technologies from world's leading technology providers.

D) FOREIGN EXCHANGE EARNINGS & OUTGO :

There are no foreign exchange earnings and outgo during the year under review. AUDITORS

M/s. Bhattacharya Sengupta & Co resigned as Statutory Auditor of the company due to pre-occupation and the Board has re-commended the appointment of M/s. K.M. Tapuriah & Co. as statutory Auditor of the company for the financial year 2012 -13.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of section 217 (2AA) of the Companies Act, 1956;

a) That in the preparation of the Annual Accounts for the year ended 31st March'2012, the applicable accounting standards have been followed;

b) That such accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March'2012, and of the profit of the Company for the year;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Annual accounts for the year ended 31st March, 2012 have been prepared on a going concern basis.

ACKNOWLEDGEMENTS

The Board of Directors expressed their sincere gratitude to its employees, suppliers, share holders, bankers and other government agencies for their continued support.

For and on behalf of the Board

Place : Kolkata ASHOK KUMAR HARLALKA

The 20th July, 2012 Chairman

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Mar 31, 2010

To The Members ADITYA GEARS LTD.

The Directors present the 15th Annual Report of your Company along with the Audited Statement of Accounts for the Financial Year ended March 31, 2010.

FINANCIAL RESULTS

The Financial Results are stated as under:

PARTICULARS Year Ended 31.03.2010 (Rs. in Lacs)

Sales & Operating Income 14.27

Other Income 19.47

Gross Loss before Interest, Depreciation and Taxation (5.02)

Interest & Finance charges Nil

Gross Loss after Interest but before

Depreciation and Taxation (5.02)

Depreciation 19.97

Provision for Taxation Nil

Provision for Fringe Benefit Tax Nil

Net Loss (24.99)

OPERATIONAL PERFORMANCE AND FUTURE OUTLOOK

The Bank had already served notice on SARFASI in March, 2010. We have to sell the Fixed Assets to meet the payment obligations of the bankers. We will plan our renewed activities once we are able to come out of this non performing scenario. The new activities with renewed vigour will be undertaken for reviving the future prospects of the Company. We request shareholders to pay Call Money arrears which will help in the renewed activities.

DIVIDEND

Your Directors did not recommend any dividend for the year under review.

EXPORTS

The present market condition are not conducive for the export markets and will explore the future opportunities.

CALL MONEY ARREARS

We request the Share Holders to clear the Call Money who have not done so yet. The Company urgently needs Capital at this point to achieve the growth emerging from the forthcoming opportunities. The Call Money collection will definitely help to achieve the results of the Company. The immediate action will be appreciated.

FINANCE

The Company needs fresh inflow of fund to meet the current capital need. The Board will also consider selling of its Fixed Assets as the situation warrants to meet its commitments to bank and restructure the future activities.

CONSERVATION OF ENERGY

The thrust on energy conservation continues and necessary measures for optimization of energy consumption have been taken.

PARTICULARS OF EMPLOYEES

None of the employees are covered under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

Mr. Anant Veer Harlalka, retires by rotation as a Director and being eligible, offers himself for re- appointment as Director of the Company.

AUDITORS

M/s. G. Agarwal & Associates, the retiring Auditors, have expressed their willingness for re- appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of section 217 (2AA) of the Companies Act, 1956 :

a) That in the preparation of the Annual Accounts for the year ended 31st March 2010, the applicable accounting standards have been followed ;

b) That such accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March' 2010, and of the profit of the company for the year;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ; IP

d) That the Annual accounts for the year ended 31st March' 2010 have been prepared on a going concern basis.

ACKNOWLEDGEMENTS

The Board of Directors expressed their sincere gratitude to its employees, suppliers, share holders, bankers and other government agencies for their continued support.

For and on behalf of the Board

ASHOK KUMAR HARLALKA

Place : Kolkata Chairman and

The 30th day of June, 2010 Managing Director