DIRECTORS' REPORT To, The Members, SUNRISE ASIAN LIMITED 1. Your Directors have pleasure in presenting their 34th Annual Report on the Audited Statement of Accounts of Sunrise Asian Limited ["Company"] for the Financial Year ended March 31, 2015. 2. REVIEW OF OPERATIONS Your company is engaged in the manufacturing activities and during the year under review, the Company has posted total Income of Rs. 17,021.92 Lacs as against total Income of Rs. 11,345.80 Lacs in the corresponding previous year. Net Profit after Tax for the year under review was Rs. 95.22 Lacs as against Net Profit after Tax of Rs. 69.55 Lacs in the corresponding previous year. 3. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK The Company invested in diverse five companies for the expansion of the scope of the Companies' business. All these five companies which are now the wholly subsidiaries of the Company, are independently profitable companies and has a well grounded management in place. This diversification has enabled the Company to attain high margins, sustainable business and expanded market of these entities. All these entities together with the parent Company, will become a formidable and unbeatable entity, offering high value addition and sustained revenues. 4. DIVIDEND AND RESERVES To deploy the resources in the more meaningful manner, your directors abstain from declaring any dividend for the financial year under review. 5. SHARE CAPITAL The Paid-up Equity Share Capital of the Company as on 31st March, 2015 is Rs. 45,66,30,600/- comprising of 4,56,63,060 shares of Rs. 10/- each. During the year under review, the Company has not issued any equity shares. 6. DIRECTORS AND KEY MANAGERIAL PERSONNEL Mr. Mahesh Joshi (DIN: 00655923), Director, retires by rotation at the forthcoming Annual General Meeting and being eligible, himself for reappointment. Further, Mr. Mahesh Joshi (DIN: 00655923) was re-appointed as the Whole Time Director of the Company with effect from 19th June, 2015, for the period of 5 years subject to approval of Members at forthcoming Annual General Meeting. Mr. Arunesh (DIN: 03115467) and Mr. Nitesh Ranjan (DIN: 06997743) who were appointed as Additional Director of the Company w.e.f 3rd November, 2014 were designated as Whole Time Directors of the Company with effect from 14th August, 2015 for the term of 5 years subject to approval of Members at forthcoming Annual General Meeting. Mr. Dheeraj Kumar Jain tendered his resignation as Independent Director of the Company but with the persuasions of the various members of the Board he rescinded his resignation. Mr. Sanjiv Mishra and Mr. Sanjit Jha, Directors of the Company tendered their resignation with effect from 14th August, 2015. Ms. Nirali Mehta(DIN: 07145513) who was appointed as Additional Director of the Company designated as Non Executive Non Independent with effect from 31st March, 2015. Ms. Srashti Suresh Sharda was appointed as Chief Financial Officer of the Company with effect from 31st March, 2015. Ms. Sonal Singal was appointed as Company Secretary of the Company with effect from 24th January, 2015. 7. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm that: (a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (b) 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; (c) the directors have taken proper and sufficient care for 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; (d) the directors have prepared the annual accounts on a going concern basis; and (e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT No material changes and commitments affecting the financial position of the Company occurred at the end of the financial year to which this financial statement relate on the date of this report 9. PARTICULARS OF MANAGERIAL REMUNERATION The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is enclosed as Annexure I and forms part of this Report. 10. NUMBER OF BOARD MEETINGS A calendar of meetings is prepared and circulated in advance to the Directors. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. During the year, 07 (Seven) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. 11. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The Directors expressed satisfaction with the evaluation process. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. 12. INDEPENDENT DIRECTORS The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as Independent Director, under the provisions of section 149 of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement. 13. NOMINATION AND REMUNERATION POLICY The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The Nomination and Remuneration policy has been uploaded on the website of the Company at <http://www.sunriseasian.net/>. and also annexed as Annexure VI and forms part of this Report. 14. STATUTORY AUDITORS' AND AUDITORS' REPORT M/s. Vikash Jindal & Associates, Chartered Accountants (Firm Registration No. 129922W), who was appointed as Statutory Auditor of the Company in 33rd Annual General Meeting of the Company to hold the Office till the conclusion of 36th Annual General Meeting of the Company conveys his unwillingness to continue as the statutory auditor of the Company for the remaining period of his tenure. Further M/s. B. M. Gattani and Co., Chartered Accountants, Mumbai [Firm Reg. No. 113536W] be appointed as the Statutory Auditors of the Company to hold office for the term of 5 years i.e from the conclusion of the forthcoming Annual General Meeting of the Company till the conclusion of the 39th Annual General Meeting to be held for the Financial Year 2020. As required under the provision of section 139 of the Companies Act, 2013, the company has obtained a written consent and eligibility certificate from M/s. B. M. Gattani and Co., Chartered Accountants, to the effect that appointment, if made, would be in conformity with the limits specified in the said section 15. SECRETARIAL AUDIT In terms of Section 204 of the Act and Rules made there under, Mr. Kiran Rajpurohit, Practicing Company Secretary, have been appointed Secretarial Auditors of the Company. The Secretarial Audit Report is enclosed as Annexure V to this report. 16. EXPLANATION(S)/ COMMENT(S) PURSUANT TO SECTION 134(3)(f)(i)& (ii), IF ANY, OF THE COMPANIES ACT. 2013: Statutory Auditors The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark. Secretarial Auditor The following disclosures has been made by the Secretarial Auditor in his report, requiring explanation: "The Company has complied with the applicable clauses of the Listing agreement except to Clause 41 pertaining to submission of financial results wherein there was an unintentional delay for submission of the same for quarters ended December 2013 to September 2014. Further, there was an instance of trading of shares during the window closure period during the period under Audit." Explanations given:- Due to the inadvertent error, there was a delay in submission of quarterly financial results as per Cluase 41 of the Listing Agreement for quarters ended December 2013 to September 2014. We take the same into consideration and the management will take aprropriate stepsto make sure such delays does not occur in future. The instance of the trading of shares during the window closure period took place due to the inadvertent error. The management will take due care to adhere to the Insider Trading Regulations in future. 17. COST AUDIT Pursuant to the Companies (Cost records and Audit) Rules, 2014, maintaining the cost records, and Appointment of Cost Auditor is not applicable to our Company. 18. INTERNAL AUDIT & CONTROLS The Company has in place adequate internal financial controls with reference to the financial statement. The Audit Committee of the Board periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors. Significant internal audit findings are discussed and follow-ups are taken thereon. Further M/s. Rahul Lodha & Associates, Chartered Accountant has been appointed as Internal Auditor of the Company with effect from 31st March, 2015 as required in pursuant to Section 138 of the Companies Act, 2013. 19. CONSTITUTION OF RISK MANAGEMENT COMMITTEE The Company constituted Risk Management Committee with effect from 31st March, 2015 for risk assessment and minimization. As per listing agreement the company shall constitute Risk Management Committee consisting majority of member of Board of Company. The Chairman of the Committee shall be member of the Board of Directors. The Risk Management committee shall carry of such roles and responsibilities as may be defined by the Board and such other functions as may be required. 20. RE-CONSTITUTION OF SHARE TRASFER COMMITTEE The Company re-constituted Share Transfer Committee with effect from 31st March, 2015 to approve transfer and transmission of securities. 21. RE-CONSTITUTION OF AUDIT COMMITTEE Mr. Mahesh Joshi, Whole Time Director of the Company was introduced as the members of the Audit Committee on 31st March, 2015. All the Members of Audit Committee possesses strong knowledge of accounting and financial management. The Key Managerial Personnel are regularly invited to attend the Audit Committee meetings. The other details of the Audit Committee are given in the Corporate Governance Report, appearing as a separate section in this Annual Report. 22. RE-CONSTITUTION OF STAKEHOLDER RELATIONSHIP COMMITTEE During the financial year under review the Stakeholder Relationship Committee was reconstituted w.e.f. 31st March, 2015 in order to Company with provision of Section 178 of the Companies Act, 2013. The other details of the Committee are given in the Corporate Governance Report, appearing as a separate section in this Annual Report. 23. RE-CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE The Nomination and Remuneration was reconstituted in Board Meeting held on 31st March, 2015. Ms. Nirali Mehta was appointed as Additional Non Executive Non Independent Director of the company w.e.f. 31st March, 2015 and she was introduced as a Member in the Nomination and Remuneration Committee. The other details of the Committee are given in the Corporate Governance Report, appearing as a separate section in this Annual Report. 24. EMPLOYEES' STOCK OPTION PLAN The Company has not provided stock options to any employee. 25. WHISTLE BLOWER POLICY In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Whistle Blower Policy for directors and employees to report genuine concerns has been established. The Whistle Blower Policy has been uploaded on the website of the Company at <http://www.sunriseasian.net/>. The employees of the Company are made aware of the said policy at the time of joining the Company. 26. RISK MANAGEMENT POLICY The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting. The policy on Risk Management has been uploaded on the Website of the Company at <http://www.sunriseasian.net/>. 27. EXTRACT OF ANNUAL RETURN The details forming part of the Extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure II and forms part of this Report. 28. DETAILS OF SUBSIDIARY/IOINT VENTURES/ASSOCIATE COMPANIES The Statement AOC-1 pursuant to the provisions of Section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 regarding Subsidiary Company is enclosed as Annexure III to this Report. 29. DEPOSITS The Company has not accepted nor renewed any fixed deposits during the FY 2014-15 and as on 31st March, 2015, there were no outstanding deposits. 31. INSURANCE The properties/assets of the Company are adequately insured. 32. RELATED PARTY TRANSACTIONS During FY 2014-15, the Company entered into certain Related Party Transactions which are in the ordinary course of business and at arm's length basis, with approval of the Audit Committee. The Audit Committee grants omnibus approval for the transactions which are of foreseen and repetitive nature. A detailed summary of Related Party Transactions is placed before the Audit Committee & the Board of Directors for their review every quarter. There are no materially significant Related Party Transactions executed between the Company and its Promoters, Directors, key Managerial Personnel or other designated persons, that may have a potential conflict with the interest of the Company at large. Accordingly disclosure to be provided in AOC-2 is not enclosed. 33. CORPORATE GOVERNANCE CERTIFICATE A Report on Corporate Governance along with a certificate from the Auditors of the Company regarding the compliance of conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement forms a part of this Annual Report. 34. MANAGEMENT DISCUSSION AND ANALYSIS The Management Discussion and Analysis Report, which gives a detailed state of affairs of the Company's operations forms a part of this Annual Report. 35. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE The Company not being a manufacturing company, the disclosure as per Section 134(3)(m) of the companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 is not required to be made. The Company provided e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The instructions for e-voting are provided in the Notice. (C) Foreign exchange earnings and Outgo- The Company has neither earned any income nor incurred any expenditure in foreign exchange. 36. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF). 37. GENERAL During the year ended 31st March, 2015, there were no cases filed /reported pursuant to the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed. During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations. 38. HUMAN RESOURCES Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. 39. ACKNOWLEDGEMENT The Directors would like to thank all shareholders, customers, bankers, suppliers and everybody else with whose help, cooperation and hard work the Company is able to achieve the results. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company. For and on behalf of the Board of Directors KALPESH IANI CHAIRMAN [DIN:00656508] SONAL SINGHAL CS [Mem No: 36990] SRASHTI SHARDA CFO Place: Mumbai Date: August 14, 2015 |