| To The Members, of SUNRISE ASIAN LIMITED
The 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.
1. FINANCIAL RESULTS
(Amount in Lacs)
Standalone Consolidated
Particulars 2014-2015 2013-14 2014-2015 2013-14
Gross Income 17021.92 11345.90 17271.63 11345.90
Profit Before Interest
and 145.46 107.38 45.61 107.38
Depreciation
Finance Charges - - 53.86 -
Provision for Depreciation 0.04 4.30 42.21 4.30
Net Profit Before Tax 145.42 103.08 (50.46) 103.08
Provision for Tax 50.20 33.53 46.24 33.53
Net Profit After Tax 95.22 69.55 (96.70) 69.55
Balance of Profit brought
forward 180.80 111.25 114.09 111.25
Balance available for 276.02 180.80 17.39 180.80
appropriation
Proposed Dividend on Equity - - - -
Shares
Tax on proposed Dividend - - - -
Transfer to General Reserve - - - -
Surplus carried to
Balance Sheet 276.02 180.80 17.39 180.80
Note: As the Company did not have any subsidiary in the financial year
2013 - 2014, the consolidated figures provided for the sane are
equivalent to standalone figures.
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 L acs 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.
S.
N. Name of Committee Designation Designation
in Committee
members
1 Mr. Kalpesh Manhar Jani Independent Director Chairman
2 Additional Non Executive Non Member
Nirali Mehta Independent Director
3 Mr. Nitesh Ranjan Additional Independent
Director Member
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.
S.
N. Name of Committee Designation Designation
in Committee
members
1 Mr. Kalpesh Manhar Jani Independent Director Chairman
2 Additional Non Executive Non Member
Ms. Nirali Mehta Independent Director
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.
S.
N. Name of Directors Designation Designation
in Committee
1 Mr. Kalpesh Manhar Jani Independent Director Chairman
2 Mr. Dheeraj Kumar Jain Independent Director Member
3 Mr. Mahesh Joshi Whole Time Director Member
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.
S.
N. Name of Directors Designation Designation
in Committee
1 Mr. Nitesh Ranjan Additional Independent Director Chairman
2 Mr. Arunesh Additional Executive Director Member
3 Mr. Mahesh Joshi Whole Time Director Member
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.
S.
N. Name of Directors Designation Designation
in Committee
1 Mr. Dheeraj Kumar Jain Independent Director Chairman
2 Mr. Nitesh Ranjan Additional Independent Director Member
3 Mr. Kalpesh Manhar Jani Independent Director Member
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/JOINT 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.
30. LOANS & GUARANTEES
During the year under review, the Company has invested in five
companies and become wholly owned subsidiaries of the Company. Details
of the investment are as follows:
S.
No CIN No. Name of the Amount Relation
Company Invested
Indus Cine Wholly-owned
1 U22219DL2011PTC213397 Production 25000000 Subsidiary
Private Limited
Indus Realtors Wholly-owned
2 U70200DL2011PLC213422 23000000
Builders Limited Subsidiary
Indus Multi Wholly-owned
3 U51109BR2006PTC012001 Services Private 1100000 Subsidiary
Limited
Indus Meditech Wholly-owned
4 U85100DL2011PTC215090 35000000
Private Limited Subsidiary
Indus Inn Wholly-owned
5 U55101DL2011PTC215007 45000000
Private Limited Subsidiary
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
Place: Mumbai KALPESH JANI SONAL SINGHAL SRASHTI SHARDA
Date: August
14, 2015 CHAIRMAN CS CFO
[DIN: 00656508] [Mem No: 36990] | 