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34th Annual Report
2014-2015
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CORPORATE INFORMATION
Board Of Directors
Mr. Kalpesh Manhar Jani Chairman & Non- Executive Independent Director
Mr. Dheeraj Kumar Jain Non- Executive Independent Director
Mr. Mahesh Keshar Deo Joshi Whole-Time Director
Mr. Arunesh Additional director
Mr. Nitesh Ranjan Additional director
Miss. Nirali Sunil Mehta Additional Non- Executive Non Independent director
Company Secretary & Compliance Officer
Miss. Sonal Singhal
CHIEF FINANCIAL OFFICER (CFO)
Miss. Srashti Suresh Sharda (Appointed to be CFO w.e.f. 31st March, 2015)
BANKERS
HDFC Bank Limited
AUDITORS
M/s Vikash Jindal & Associates Mumbai Statutory Auditors
REGISTERED OFFICE
913, Raheja Center, Free Press Journal Marg,
Nariman Point Mumbai 400021
REGISTRAR & SHARE TRANSFER AGENTS
Adroit Corporate Services Pvt. Ltd.
19/20 Jaferbhoy Ind. Estate,
1st floor, Makwana Road, Marol,
Andheri (E), Mumbai – 400 059. INDIA
LISTING OF SECURITIES The Bombay Stock Exchange
Phiroze Jeejeebhoy Towers
25th Floor, Dalal Street, Mumbai- 400001
IMPORTANT COMMUNICATION TO MEMBERS The Ministry of Corporate Affairs has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances
by the companies and has issued circulars stating that service of notice/ documents including Annual Report can be sent by e-mail
to its members. To support this green initiative of the Government in full measure, members who have not registered their e-mail
addresses, so far, are requested to register their e-mail addresses, in respect of electronic holdings with the Depository through
their concerned Depository Participants. Members who hold shares in physical form are requested to write to "Adroit Corporate
Services Private Limited (Unit- Sunrise Asian Limited), 19/20 Jaferbhoy Ind. Estate, 1st floor, Makwana Road, Marol, Andheri
(E), Mumbai – 400 059. INDIA with the details like Name, Folio No and e-mail id to register the same at our Registrar and
Transfer Agents.
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CONTENTS
• Notice
• Directors’ Report
• Management Discussion and Analysis
• Corporate Governance
• Independent Auditors’ Report
• Balance Sheet
• Statement of Profit and Loss
• Cash Flow Statement
• Notes to Financial Statement
• Independent Auditors’ Report on Consolidated Financial Statements
• Consolidated Balance Sheet
• Consolidated Statement of Profit and Loss
• Consolidated Cash Flow Statement
• Notes to Consolidated Financial Statement
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NOTICE
Notice is hereby given that the 34th Annual General Meeting of the Members of SUNRISE ASIAN
LIMITED will be held at Russi Mehta Hall, RTO Lane, Near Tulsiwadi Post Office, Tardeo, Mumbai -
400 034, on Monday, 28th September, 2015 at 09:30 A.M. to transact the following business:
ORDINARY BUSINESS:
1. Adoption of Financial Statement:
To consider and adopt the audited Financial Statements of the Company for the year ended 31st
March, 2015 together with the Reports of the Board of Directors and Auditors thereon.
2. Appointment of Directors:
To appoint a Director in place of Mr.Mahesh Keshar Deo Joshi (DIN: 00655923), who retires by
rotation and being eligible, offers himself for re-appointment.
3. Appointment of Auditors:
To consider and, if thought fit, to pass with or without modification, the following resolution as an
Ordinary Resolution:-
“RESOLVED THAT pursuant to the provisions of section 139 of the Companies Act, 2013 and the
Rules made thereunder, (including any modification(s) and re-enactment(s) thereon, for time being
in force), and pursuant to the recommendations of the audit committee of the Board of Directors,
M/s. B. M. Gattani and Co., Chartered Accountants, Mumbai, [Firm Regd. No. 113536W] be
and is hereby appointed as the Statutory Auditors of the Company for term of 5 year i.e. from the
Conclusion of 34th Annual General Meeting to be held for Financial Year ended 2015 till the
conclusion of the 39th Annual General Meeting to be held for the Financial Year 2020, in place of
M/s. Vikash Jindal & Associates, Chartered Accountants [Firm Regd. No. 129922W], the
existing Auditors, who was appointed as Statutory Auditor of the Company from the conclusion of
33rd Annual General Meeting held in 2014 till the conclusion of 36th Annual General Meeting
conveys his unwillingness to continue as the statutory auditor of the Company for the remaining
period of his tenure, at such remuneration and out-of-pocket expenses, as may be decided by the
Audit Committee of the Board of Directors of the Company."
SPECIAL BUSINESS:
4. To consider, and if thought fit, to pass, with or without modification(s), the following resolution as
an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable
provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification
of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for
the time being in force), Mr. Arunesh [DIN:03115467], who was appointed as an Additional
Director pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles
of Association of the Company with effect from 03rd November, 2014 and who holds office up to
the date of this Annual General Meeting and in respect of whom the Company has received a
notice in writing under Section 160 of the Companies Act, 2013 from him proposing his
candidature for the office of Director, be and is hereby appointed as a Director of the Company
liable to retire by rotation.”
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5. To consider, and if thought fit, to pass, with or without modification(s), the following resolution as
an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable
provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification
of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for
the time being in force), Mr. Nitesh Ranjan [DIN: 06997743], who was appointed as an Additional
Independent Director pursuant to the provisions of Section 161(1) of the Companies Act, 2013
and the Articles of Association of the Company with effect from 03rd November, 2014 and who
changed his designation as an Additional Executive Director w.e.f 10.08.2014 and who holds
office up to the date of this Annual General Meeting and in respect of whom the Company has
received a notice in writing under Section 160 of the Companies Act, 2013 from himproposing his
candidature for the office of Director, be and is hereby appointed as a Director of the Company
liable to retire by rotation.”
6. To consider, and if thought fit, to pass, with or without modification(s), the following resolution as
an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable
provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification
of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for
the time being in force), Ms. Nirali Sunil Mehta [DIN: 07145513], who was appointed as an
Additional Director pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and
the Articles of Association of the Company with effect from 31st March, 2015 and who holds office
up to the date of this Annual General Meeting and in respect of whom the Company has received a
notice in writing under Section 160 of the Companies Act, 2013 from her proposing her
candidature for the office of Director, be and is hereby appointed as a Director of the Company
liable to retire by rotation.”
7. To consider, and if thought fit, to pass, with or without modification(s), the following resolution as
a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and any other applicable
provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (including any
statutory modification(s) or re-enactment thereof for the time being in force), the consent of the
Members of the Company be and is hereby accorded to change the designation of Mr. Kalpesh
Manhar Jani [DIN:00656508] as the Non Executive Independent Chairman of the Company for the
period of Five years effective from 31st March, 2015 till 30th March, 2020, on the said terms and
conditions as may be agreed to between the Company and said Mr. Kamlesh Jani with the liberty
to the Board of Directors to alter and vary such terms and conditions of such appointment, as may
be agreed to by the Board of Directors and Mr. Kamlesh Jani.”
“RESOLVED FURTHER THAT any Director of the Company be and is hereby authorised to do
such acts, matters, deeds and things as may be necessary and incidental to give effect to this
resolution including filing of relevant eForm(s) with the Registrar of Companies, Maharashtra at
Mumbai under the Ministry of Corporate Affairs.
8. To consider, and if thought fit, to pass, with or without modification(s), the following resolution as
an Ordinary Resolution:
“RESOLVED FURTHER that pursuant to the provisions of Sections 196, 197, 203 and any other
applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any
statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule V
to the Companies Act, 2013 and the consent of the members of the Company be and is hereby
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accorded to re-appointment of Mr. Mahesh Joshi [DIN: 00655923] as a Whole-time Director of the
Company designated as “Executive Director” for a period of 5 (five) years, with effective from 19th
June, 2015.”
RESOLVED FURTHER THAT Mr. Mahesh Joshi [DIN: 00655923] shall not be entitled to any
remuneration for discharging his duties as Whole-Time Director of the Company but he shall be
entitled for reimbursement of all expenses incurred for the business of the Company at actuals.”
“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised
to alter and vary the terms and conditions of appointment and / or remuneration, subject to
limits as specified under section 197, read with Schedule V of the Companies Act, 2013.”
“RESOLVED FURTHER THAT any Director of the Company be and is hereby authorized to do
such acts, matters, deeds and things as may be necessary and incidental to give effect to this
resolution including filing of relevant e-Form(s) with the Ministry of Corporate Affairs [Registrar
of Companies, Maharashtra].”
9. To consider, and if thought fit, to pass, with or without modification(s), the following resolution as
an Ordinary Resolution:
“RESOLVED FURTHER that pursuant to the provisions of Sections 196, 197, 203 and any other
applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any
statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule V
to the Companies Act, 2013 and the consent of the members of the Company be and is hereby
accorded to appointment of Mr. Arunesh [DIN:03115467] as a Whole-time Director of the
Company designated as “Executive Director” for a period of 5 (five) years, with effective from 14th
August, 2015.”
“RESOLVED FURTHER THAT Mr. Arunesh shall not be entitled to any remuneration for
discharging his duties as Whole-Time Director of the Company but he shall be entitled for
reimbursement of all expenses incurred for the business of the Company at actuals.”
“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised
to alter and vary the terms and conditions of appointment and / or remuneration, subject to
limits as specified under section 197, read with Schedule V of the Companies Act, 2013.”
“RESOLVED FURTHER THAT any Director of the Company be and is hereby authorized to do
such acts, matters, deeds and things as may be necessary and incidental to give effect to this
resolution including filing of relevant e-Form(s) with the Ministry of Corporate Affairs [Registrar
of Companies, Maharashtra].”
10. To consider, and if thought fit, to pass, with or without modification(s), the following resolution as
an Ordinary Resolution:
“RESOLVED FURTHER that pursuant to the provisions of Sections 196, 197, 203 and any other
applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any
statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule V
to the Companies Act, 2013 and the consent of the members of the Company be and is hereby
accorded to appointment of Mr. Nitesh Ranjan [DIN:06997743] as a Whole-time Director of the
Company designated as “Executive Director” for a period of 5 (five) years, with effective from 14th
August, 2015.”
RESOLVED FURTHER THAT Mr. Nitesh Ranjan shall not be entitled to any remuneration for
discharging his duties as Whole-Time Director of the Company but he shall be entitled for
reimbursement of all expenses incurred for the business of the Company at actuals.”
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“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised
to alter and vary the terms and conditions of appointment and / or remuneration, subject to
limits as specified under section 197, read with Schedule V of the Companies Act, 2013.”
“RESOLVED FURTHER THAT any Director of the Company be and is hereby authorized to do
such acts, matters, deeds and things as may be necessary and incidental to give effect to this
resolution including filing of relevant e-Form(s) with the Ministry of Corporate Affairs [Registrar
of Companies, Maharashtra].”
11. To consider, and if thought fit, to pass, with or without modification(s), the following resolution as
a Special Resolution:
“RESOLVED THAT in supersession of all earlier resolution passed by the Shareholders of the
Company and pursuant to Section 180(1)(c) of the Companies Act, 2013 and other applicable
provisions, if any, of the Companies Act, 2013 and the Rules made there under (including any
statutory modification(s) for the time being in force) and subject to Memorandum and Articles of
Association of the Company, the consent of the Company be and is hereby accorded to the Board
of Directors of the Company to borrow from time to time, for the purpose of the Company’s
business, such sum or sums of money, as they in their absolute discretion think fit,
notwithstanding that the monies so borrowed together with the monies already borrowed by the
Company and remaining outstanding shall be in excess of the aggregate of the paid-up share
capital and free reserves, but not exceeding Rs.50,00,00,000/- (Rupees Fifty Crores only) over and
above the paid up share capital and free reserves for the time being of the Company.”
“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized
and empowered to arrange or settle the terms and conditions on which all such monies are to be
borrowed from time to time as to interest, repayment, security or otherwise howsoever as it may
think fit and to do all such acts, deeds and things, to execute all such documents, instruments and
writings as may be required and to delegate all or any of its powers herein conferred to a
Committee constituted by the Board and/or any member of such Committee."
12. To consider, and if thought fit, to pass, with or without modification(s), the following resolution as
a Special Resolution:
“RESOLVED THAT in supersession of all the earlier resolution passed by the Shareholders of the
Company and pursuant to Section 180(1)(a) of the Companies Act, 2013 and other applicable
provisions, if any, of the Companies Act, 2013 and the Rules made there under (including any
statutory modification(s) for the time being in force), consent of the Company be and is hereby
accorded to the Board of Directors of the Company for mortgaging and/or charging in such form
and manner and on such terms and at such time(s) as the Board of Directors may deem fit, the
movable and / or immovable assets and properties of the Company, wherever situated, present
and future, whether presently belonging to the Company or not, in favour of any person including,
but not limited to, financial / investment institution(s), bank(s), insurance company(ies), mutual
fund(s), corporate body(ies), trustee(s) to secure the loans, borrowings, debentures, hire purchase
and / or working capital facilities and other credit facilities up to a sum not exceeding Rs.
50,00,00,000/- (Rupees Fifty Crores only) over and above the paid up share capital and free
reserves for the time being of the Company.”
“RESOLVED FURTHER THAT the Board of Directors or such Committee or person/(s) as may be
authorized by the Board be and is hereby authorized to finalize the form, extent and manner of,
and the documents and deeds, as may be applicable, for creating the appropriate mortgages
and/or charges on such of immovable and / or movable properties of the Company on such terms
and conditions and at such time(s) / tranche(s) as may be decided by the Board of Directors in
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consultation with the lenders and for reserving the aforesaid right and for performing all such acts
and things as may be necessary for giving effect to this resolution.”
13. To consider, and if thought fit, to pass, with or without modification(s), the following resolution as
a Special Resolution:
"RESOLVED THAT pursuant to the provisions of Section 186 of the Companies Act, 2013 and
other applicable provisions, if any of the Companies Act, 2013 and Rules made thereunder,
(including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and
in accordance with the provisions of Articles of Association of the Company and subject to further
approval of statutory and other authorities as may be necessary and subject to such terms,
conditions, stipulations, alterations, and modifications, if any, as may be prescribed and specified
by such authorities while granting such approvals and which may be agreed by the Board of
Directors of the Company (hereinafter referred to as the 'Board' which expression shall include a
Committee of directors duly authorized in this behalf) the consent of the Company be and is hereby
accorded to the Board of Directors of the Company to make investments which may exceed 60%
of the aggregate of the paid-up share capital and free reserves and/or 100% of the aggregate of
free reserves of the Company as per the limits prescribed under Section 186 subject to the
maximum aggregate amount not exceeding Rs.100.00 crores (Rupees One Hundred Crores Only).”
“RESOLVED FURTHER that the proposed investments shall be made from the internal resources
of the Company.”
“RESOLVED FURTHER that any of the Directors of the Company, be and is hereby authorized to
do all such acts, deeds and things as may deemed expedient and necessary to give effect to this
resolution for and on behalf of the Company.”
14. To consider, and if thought fit, to pass, with or without modification(s), the following resolution as
a Special Resolution:
“RESOLVED THAT pursuant to provisions of Section 14 and all other applicable provisions, if any,
of Companies Act, 2013 read with Companies (Incorporation) Rules, 2014 (including any statutory
modification(s) or amendment thereto or re-enactment thereof for the time being in force), the new
set of Articles of Association as placed before the meeting and initialed by the Chairman for the
purpose of identification be and is hereby approved and adopted in substitution, and to the entire
exclusion, of the regulations contained in the existing Articles of Association of the Company.”
“RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to sign and
execute such Forms, papers, documents, deeds and instrument and to do all such acts, deeds,
matters and things as may be considered necessary, desirable and expedient by them for the
purpose of giving effect to this resolution.”
For and on behalf of the Board of Directors
Sd/-
Place: Mumbai Kalpesh Jani
Date: 14/08/2015 Chairman
[DIN: 00656508]
Registered Office:
913, Raheja Center,
Free Press Journal Marg,
Nariman Point,
Mumbai - 400021.
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NOTES:
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS
ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY
NEED NOT BE A MEMBER OF THE COMPANY.
The proxy form should be lodged with the Company at its Registered Office at least 48
hours before the commencement of the Meeting.
A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate
not more than ten percent of the total share capital of the Company carrying voting rights. A
member holding more than ten percent of the total share capital of the Company carrying voting
rights may appoint a single person as proxy and such person shall not act as a proxy for any other
person or shareholder.
2. During the period beginning 24 hours before the time fixed for the commencement of the meeting
and ending with the conclusion of the meeting, a member would be entitled to inspect the proxies
lodged at any time during the business hours of the Company, provided not less than three days of
notice in writing is given to the Company.
3. The Register of Members and Share Transfer Books of the Company will remain closed from
Monday, September 21, 2015 to Monday, September 28, 2015 (both days inclusive).
4. Corporate members intending to send their authorized representatives to attend the Meeting are
requested to send to the Company a certified copy of the Board Resolution in advance authorizing
their representative to attend and vote on their behalf at the Meeting.
5. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of
names will be entitled to vote.
6. Members who hold shares in electronic form are requested to write their Client ID and DP ID
number and those who hold shares in physical form are requested to write their folio number in
the attendance slip for attending the meeting to facilitate identification of membership at the
Annual General Meeting.
7. For convenience of members, an attendance slip is annexed to the proxy form. Members
are requested to affix their signature at the space provided and hand over the attendance slips at
the place of meeting. The proxy of a member should mark on the attendance slip as `proxy'.
8. Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 for items of Special
Businesses is annexed herewith.
9. All documents referred to in the Notice will be available for inspection at the Company’s
registered office during 11.00 a.m. to 1.00 p.m. on working days up to the date of the AGM.
10. Copies of Annual Report 2014-15 are being sent by electronic mode only to all the members
whose email address are registered with the Company/Depository Participant(s) for
communication purposes unless any member has requested for a hard copy of the same. In the
case of members holding shares in physical mode whose email IDs are registered with the
Company/ Registrars M/s. Adroit Corporate Services Private Limited, and have given consent for
receiving communication electronically, copies of the Annual Report 2014-2015 are being sent by
electronic mode only. For members who have not registered their email addresses, physical copies
of the Annual Report 2015 are being sent by the permitted mode.
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11. IF THE MEMBERS HAVE ANY QUERIES ON THE AUDITED ACCOUNTS, DIRECTORS' REPORT &
AUDITOR'S REPORT, THE SAME SHOULD BE FORWARDED TO THE COMPANY IN WRITING AT
ITS REGISTERED OFFICE AT LEAST 10 DAYS BEFORE THE MEETING SO THAT THE SAME CAN BE
REPLIED AT THE TIME OF ANNUAL GENERAL MEETING TO THE MEMBERS' SATISFACTION.
12. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under
Section 170 of the Companies Act, 2013, will be available for inspection by members.
13. The Register of Contracts or Arrangements in which Directors are interested, maintained under
Section 189 of the Companies Act, 2013, will be available for inspection by the members at the
Annual General Meeting.
14. Brief resume of Directors including those proposed to be appointed / re-appointed, nature of their
expertise in specific functional areas, number of companies in which they hold directorships and
memberships / chairmanships of Board Committees, shareholding and relationships between
directors inter-se as stipulated under Clause 49 of the Listing Agreement with the Stock
exchanges, are provided in the Explanatory Statement forming part of the notice.
15. Members are requested to bring their copies of the reports to Annual General Meeting.
16. Members holding shares in the same set of names under different ledger folios are requested to
apply for consolidation of such folios along with share certificates to the Company.
17. Members are requested to notify the change in their address, if any, immediately, so that all
communications can be sent to the latest address. In case of members holding shares in physical
form, all intimations regarding change of address and change of bank account details are to be
sent to M/s. Adroit Corporate Services Private Limited, Unit: Sunrise Asian Limited, 17-20,
Jafferbhoy Ind. Estate, 1st Floor, Makwana Road, Marol Naka, Andheri (E), Mumbai - 400059.
Members, who hold shares in electronic form, are requested to notify any change in their
particulars like change in address, bank particulars etc. to their Depository Participants
immediately.
18. The Securities and Exchange Board of India (“SEBI”) has mandated the submission of Income Tax
Permanent Account Number (“PAN”) for all participants transacting in the securities market,
irrespective of the amount of such transaction. In continuation of the said circular, it is hereby
clarified that for securities market transactions and off-market/private transactions involving
transfer of shares in listed companies in physical form, it shall be mandatory for the transferee(s)
to furnish a copy of the PAN card to the Company / RTA for registration of such transfer of shares.
19. Members may also note that the Notice of the 34th Annual General Meeting and the Annual Report
2015 will also be available on the Company’s website www.sunriseasian.net for their download.
The physical copies of the aforesaid documents will also be available at the Company’s Registered
Office in Mumbai for inspection during normal business hours on working days. Even after
registering for e-communication, members are entitled to receive such communication in physical
form, upon making a request for the same, by post free of cost. For any communication, the
shareholders may also send requests to the Company’s Registrars M/s. Adroit Corporate Services
Private Limited, at 17-20, Jafferbhoy Ind. Estate, 1st Floor, Makwana Road, Marol Naka, Andheri
(E), Mumbai - 400059.
20. In order to exercise strict control over the transfer documents, members are requested to send the
transfer documents/ correspondence, if any, directly to:
M/s. Adroit Corporate Services Private Limited Unit: Sunrise Asian Limited
17-20, Jafferbhoy Ind. Estate, 1st Floor, Makwana Road, Marol Naka, Andheri (E), Mumbai – 400059
Ph. No. 022-28596060
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Instructions for Voting through electronics means:
In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the
Companies (Management and Administration) Amendment Rules, 2015, and Clause 35B of the Listing
Agreement, the Company is pleased to provide members facility to exercise their right to vote at the
34th Annual General Meeting (AGM) by electronic means (“e-Voting”) and the items of business as
detailed in this Notice may be transacted through e-voting services provided by Central Depository
Services (India) Limited (CDSL).
The Members may cast their votes through E-voting from a place other than the venue of the AGM
(“Remote E-voting”).
Voting through physical ballot paper shall be made available at the AGM and the Members attending
the AGM who have not cast their vote by Remote E-voting shall be able to cast their vote by physical
ballot paper at the Meeting.
The Members who have cast their vote by Remote E-voting may also attend the Meeting but shall not
be entitled to cast their vote again.
The Remote E-voting facility will commence from 10.00 a.m. on 24th September, 2015 and will end
at 5.00 p.m. on 27th September, 2015. Remote E-voting will not be allowed beyond the aforesaid
date and time and the Remote E-voting module shall be disabled by CDSL upon expiry of aforesaid
period.
Voting rights shall be reckoned on the paid-up value of shares registered in the name of the Member /
beneficial owner as on the cut-off date i.e. 21st September, 2015.
The Members whose names appear in the Register of Members / list of beneficial owners as on the
cut-off date i.e. 21st September, 2015, only shall be entitled to vote on the Resolutions set out in this
Notice.
The Board of Directors at their meeting held on August 14, 2015 has appointed Mr. Deep Shukla,
Practicing Company Secretary (Membership No. FCS 5652) as the Scrutinizer to scrutinize the E-voting
process and voting done through physical ballot paper at the AGM in a fair and transparent manner.
The Scrutinizer shall, after scrutinizing the votes cast at the AGM and through Remote E-voting, not
later than 3 (Three) days from the conclusion of the AGM make a consolidated Scrutinizer’s report
and submit the same to the Chairman.
The results declared along with the Scrutinizer’s Report shall be placed on the website of the
Company www.sunriseasian.net and on the website of CDSL and shall also be communicated to BSE
Limited.
Subject to receipt of requisite number of votes, the Resolutions shall be deemed to be passed on the
date of the AGM i.e. 28th September, 2015.
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The instructions for e-voting are as under:
i. The voting period begins on Thursday, September 24, 2015 (10:00 a.m. IST) and ends on
Sunday, September 27, 2015 (5:00 p.m IST). During this period shareholders’ of the Company,
holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Monday, September 21, 2015, may cast their vote electronically. The e-voting module shall be disabled by
CDSL for voting thereafter.
ii. The shareholders should log on to the e-voting website www.evotingindia.com during the voting
period.
iii. Click on “Shareholders” tab.
iv. Now, select the “SUNRISE ASIAN LIMITED” from the drop down menu and click on “SUBMIT”
v. Now enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with the
Company.
vi. Next enter the Image Verification as displayed and Click on Login.
vii. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on
an earlier voting of any company, then your existing password is to be used.
viii. If you are a first time user, follow the steps given below:
For Members holding shares in Demat Form and Physical
Form
PAN
Enter your 10 digit alpha-numeric *PAN issued by Income Tax
department (Applicable for both demat shareholders as well as
physical shareholders)
• Members who have not updated their PAN with the
Company/Depository Participant are requested to use
the first two letters of their name and the 8 digits of the
sequence number in the PAN field.
• In case the sequence number is less than 8 digits enter
the applicable number of 0’s before the number after the
first two characters of the name in CAPITAL Letters. Eg.
If your name is Rajesh Kumar with sequence number 1
then enter RA00000001 in the PAN field.
DOB
Enter the date of Birth as recorded in your demat account or in
the company records for the said demat amount or folio in
dd/mm/yyyy format.
Dividend Bank
Details
Enter the Dividend Bank Details as recorded in your demat
account or in the
Company records for the said demat account or folio.
• Please enter the DOB or Dividend Bank Details in order
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to login. If the details are not recorded with the
depository or company please enter the number of
shares held by you as on the cut off date in the
Dividend Bank details field.
ix. After entering these details appropriately, click on “SUBMIT” tab.
x. Members holding shares in physical form will then directly reach the Company selection screen.
However, members holding shares in demat form will now reach ‘Password Creation’ menu
wherein they are required to mandatorily enter their login password in the new password field.
Kindly note that this password is also to be used by the demat holders for voting for resolutions of
any other company on which they are eligible to vote, provided that company opts for e-voting
through CDSL platform. It is strongly recommended not to share your password with any other
person and take utmost care to keep your password confidential.
xi. For Members holding shares in physical form, the details can be used only for e-voting on the
resolutions contained in this Notice.
xii. Click on the EVSN for the relevant SUNRISE ASIAN LIMITED on which you choose to vote.
xiii. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option
“YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent
to the Resolution and option NO implies that you dissent to the Resolution.
xiv. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
xv. After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box
will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on
“CANCEL” and accordingly modify your vote.
xvi. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
xvii. You can also take out print of the voting done by you by clicking on “Click here to print” option on
the Voting page.
xviii. If Demat account holder has forgotten the same password then Enter the User ID and the image
verification code and click on Forgot Password & enter the details as prompted by the system.
xix. Note for Institutional Shareholders & Custodians:
� Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to
https://www.evotingindia.co.in and register themselves as Corporate.
� A scanned copy of the Registration Form bearing the stamp and sign of the entity should be
emailed to helpdesk.evoting@cdslindia.com
� After receiving the login details they have to create compliance user should be created using the
admin login and password. The Compliance user would be able to link the account(s) for which
they wish to vote on.
� The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the
accounts they would be able to cast their vote.
� A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in
favour of the Custodian, if any, should be uploaded in PDF format in the system for the
scrutinizer to verify the same.
13
xx. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked
Questions (“FAQs”) and e-voting manual available at www.evotingindia.co.in under help section or
write an email to helpdesk.evoting@cdslindia.com.
xxi. The voting rights of the members shall be in proportion to their of paid-up equity share capital of the Company as on relevant date September 21, 2015.
14
EXPLANATORY STATEMENT PRUSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013
Item No.4:
The Board of Directors at their meeting held on 03rd November, 2014, appointed Mr. Arunesh as an
Additional Directors of the Company pursuant to the provisions of Section 161(1) of the Companies
Act, 2013 and the Articles of Association of the Company.
In terms of the provisions of Section 161(1) of the Companies Act, 2013, Mr. Arunesh will hold office
up to the date of the ensuing Annual General Meeting.
The Company has received notice in writing under the provisions of Section 160 of the Companies
Act, 2013, from himalong with a deposit of Rs. 1,00,000/- each proposing the candidature of Mr.
Arunesh for the office of Director.
The Company has received from Mr. Arunesh the following:
i. Consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies
(Appointment & Qualification of Directors) Rules, 2014; and
ii. Intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors)
Rules, 2014, to the effect that he is not disqualified under sub-section (2) of Section 164 of the
Companies Act, 2013;
The resolution seeks the approval of members for the appointment of Mr. Arunesh as a Director of the
Company the Company. He is liable to retire by rotation.
Keeping in view his expertise and knowledge, it will be in the interest of the Company that Mr.
Arunesh is appointed as a Director.
Mr. Arunesh, aged about 35 years, is Masters in Business Administration having 12 years of
experience in the field of marketing and project management. He joined the Board as Executive
Director. Mr. Arunesh holds directorship in 5 Companies as follows.
Sr.
No.
Name of the Company Designation
1 Indus Cine Production Private
Limited
Director
2 Indus Realtors Builders Limited Director
3 Indus Meditech Private Limited Director
4 Indus Multiservices Private Limited Director
5 Indus Inn Private Limited Director
The details relating to Mr. Arunesh, seeking appointment, pursuant to Clause 49 of the Listing
Agreement is attached separately to this Notice.
Save and except the above, none of the other Directors/Key Managerial Personnel of the
Company/their relatives are, in any way, concerned or interested, financially or otherwise, in these
resolutions.
The Board recommends the resolutions set forth in the Item No. 4 of the Notice for approval of the
members.
15
Item No.5:
The Board of Directors at their meeting held on 03rd November, 2014, appointed Mr. Nitesh Ranjan as
an Additional Directors of the Company pursuant to the provisions of Section 161(1) of the
Companies Act, 2013 and the Articles of Association of the Company.
In terms of the provisions of Section 161(1) of the Companies Act, 2013, Mr. Nitesh Ranjan will hold
office up to the date of the ensuing Annual General Meeting.
The Company has received notice in writing under the provisions of Section 160 of the Companies
Act, 2013, from him along with a deposit of Rs. 1,00,000/- each proposing the candidature of Mr.
Nitesh Ranjan for the office of Director.
The Company has received from Mr. Nitesh Ranjan the following:
i. Consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies
(Appointment & Qualification of Directors) Rules, 2014; and
ii. Intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors)
Rules, 2014, to the effect that he is not disqualified under sub-section (2) of Section 164 of
the Companies Act, 2013;
The resolution seeks the approval of members for the appointment of Mr. Nitesh Ranjan as a Director
of the Company the Company. He is liable to retire by rotation.
Keeping in view his expertise and knowledge, it will be in the interest of the Company that Mr. Nitesh
Ranjan is appointed as a Director.
Mr. Nitesh Ranjan, aged about 45 years, is a Bachelor of Science having 15 years of experience in sales
and marketing field. He joined the Board as Non-Executive Director. Mr. Nitesh Ranjan holds
directorship in 1 Company which is as follows.
Sr.
No.
Name of the Company Designation
1 Indus Inn Private Limited Director
The details relating to Mr. Nitesh Ranjan, seeking appointment, pursuant to Clause 49 of the Listing
Agreement is attached separately to this Notice.
Save and except the above, none of the other Directors/Key Managerial Personnel of the
Company/their relatives are, in any way, concerned or interested, financially or otherwise, in these
resolutions.
The Board recommends the resolutions set forth in the Item No. 5 of the Notice for approval of the
members.
Item No.6:
The Board of Directors at their meeting held on 31st March, 2015, appointed Ms. Nirali Mehta as an
Additional Director of the Company pursuant to the provisions of Section 161(1) of the Companies
Act, 2013 and the Articles of Association of the Company.
In terms of the provisions of Section 161(1) of the Companies Act, 2013, Ms. Nirali Mehta will hold
office up to the date of the ensuing Annual General Meeting.
16
The Company has received notice in writing under the provisions of Section 160 of the Companies
Act, 2013, from her along with a deposit of Rs. 1,00,000/- each proposing the candidature of Ms. Nirali
Mehta for the office of Director.
The Company has received from Ms. Nirali Mehta the following:
i. Consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies
(Appointment & Qualification of Directors) Rules, 2014; and
ii. Intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors)
Rules, 2014, to the effect that he is not disqualified under sub-section (2) of Section 164 of
the Companies Act, 2013;
The resolution seeks the approval of members for the appointment of Ms. Nirali Mehta as a Director
of the Company the Company. She is liable to retire by rotation.
Keeping in view his expertise and knowledge, it will be in the interest of the Company that Ms. Nirali
Mehta is appointed as a Director.
Ms. Nirali Mehta, aged about 24 years, is a qualified Company Secretary from the Institute of Company
Secretaries of India having 2years of experience in handling legal affairs of the Company .She joined
the Board as Non-Executive Non Independent Director. Ms. Nirali Mehta does not hold directorship in
any other Company.
The details relating to Ms. Nirali Mehta, seeking appointment, pursuant to Clause 49 of the Listing
Agreement is attached separately to this Notice.
Save and except the above, none of the other Directors/Key Managerial Personnel of the
Company/their relatives are, in any way, concerned or interested, financially or otherwise, in these
resolutions.
The Board recommends the resolutions set forth in the Item No. 6 of the Notice for approval of the
members.
Item No.7:
Mr. Kalpesh Jani is proposed to be re-designated as the Non Executive Chairman of our Company w.e.f.
31st March, 2015 for the period of five years commencing from 31st March, 2015 and ending on 30th
March, 2020 on the terms and conditions as may be agreed by said Mr. Kalpesh Jani and the Board of
Directors of the Company.
Mr. Kalpesh Jani, aged about 51 years, is a Commerce Graduate. He also has to his credit additional
degree of Bachelor of Law. He is having experience of more than 20 years in the field of handling legal
matters of the Companies.
Taking into consideration his expertise and experience in the industry which shall benefit the
business of the Company in coming years, it is proposed to re-designate Mr. Kalpesh Kani as the Non
Executive Chairman of the Company.
The details relating to Mr. Kalpesh Jani, seeking appointment as a Chairman of the Company, pursuant
to Clause 49 of the Listing Agreement is attached separately to this Notice.
17
Save and except the above, none of the other Directors/Key Managerial Personnel of the
Company/their relatives are, in any way, concerned or interested, financially or otherwise, in these
resolutions.
The Board recommends the resolutions set forth in the Item No. 7 of the Notice for approval of the
members.
Item No.8:
The Nomination and Remuneration Committee at its meeting held on 14th August, 2015 and the Board
of Directors at its meeting held on 14th August, 2015 has re-appointed Mr. Mahesh Joshi as Whole-
time Director for a further period of Five (5) years with effect from 19th June, 2015 to 18th June, 2020
subject to the approval of members at the ensuing Annual General Meeting of the Company.
Further, the Board of Directors at their meeting held on 14th August, 2015, re-appointed Mr. Mahesh
Joshi as a Whole-time Director of the Company pursuant to the provisions of Section 196, 197 and 203
read with Schedule V of the Companies Act, 2013, for the period of 5 (five) years on such terms and
conditions of his appointment which are as follows:.
- He shall not be entitled to any remuneration for discharging his duties as Whole-Time
Director of the Company but he shall be entitled for reimbursement of all expenses
incurred for the business of the Company at actuals.
- Period of appointment: 5 (five) year i.e. commencing from 19th June, 2015 and ending 18th
June, 2020;
- The appointment may be terminated by either party by giving advance notice in writing of
such termination or as may be mutually agreed between the parties;
- The said Whole-time Director shall perform such duties as shall from time to time be
entrusted to him by the Board of Directors, subject to superintendence, guidance and
control of the Board of Directors.
The resolution seeks the approval of the members in terms of sections 196, 197 and 203 read with
Schedule V and other applicable provisions, if any, of the Companies Act, 2013, and the Rules made
thereunder for re-appointment Mr. Mahesh Joshi as a Whole-time Director for a period of 5 (five) year
with effect from 19th June, 2015.
The details relating to Mr. Mahesh Joshi, seeking re-appointment as a Whole-time Director of the
Company, pursuant to Clause 49 of the Listing Agreement is attached separately to this Notice.
Save and except the above, none of the other Directors/Key Managerial Personnel of the
Company/their relatives are, in any way, concerned or interested, financially or otherwise, in these
resolutions.
The Board recommends the resolutions set forth in the Item No. 8 of the Notice for approval of the
members.
Item No.9:
The Nomination and Remuneration Committee at its meeting held on 14th August, 2015 and the Board
of Directors at its meeting held on 14th August, 2015 has appointed Mr. Arunesh as Whole-time
Director designated as an “Executive Director” for a period of Five (5) years with effect from 14th
August, 2015 to 13th August, 2020 subject to the approval of members at the ensuing Annual General
Meeting of the Company.
18
Further, the Board of Directors at their meeting held on 14th August, 2015, appointed Mr. Arunesh as a
Whole-time Director of the Company pursuant to the provisions of Section 196, 197 and 203 read
with Schedule V of the Companies Act, 2013, for the period of 5 (five) year on such terms and
conditions of his appointment are as follows:
- He shall not be entitled to any remuneration for discharging his duties as Whole-Time
Director of the Company but he shall be entitled for reimbursement of all expenses
incurred for the business of the Company at actuals.
- Period of appointment: 5 (five) year i.e. commencing from 14th August, 2015 and ending 13th
August, 2020;
- The appointment may be terminated by either party by giving advance notice in writing of
such termination or as may be mutually agreed between the parties;
- The said Whole-time Director shall perform such duties as shall from time to time be
entrusted to him by the Board of Directors, subject to superintendence, guidance and
control of the Board of Directors.
The resolution seeks the approval of the members in terms of sections 196, 197 and 203 read with
Schedule V and other applicable provisions, if any, of the Companies Act, 2013, and the Rules made
thereunder for appointment Mr. Arunesh as a Whole-time Director for a period of 5 (five) year with
effect from 14th August, 2015.
The details relating to Mr. Arunesh, seeking appointment as a Whole-time Director of the Company,
pursuant to Clause 49 of the Listing Agreement is attached separately to this Notice.
Save and except the above, none of the other Directors/Key Managerial Personnel of the
Company/their relatives are, in any way, concerned or interested, financially or otherwise, in these
resolutions.
The Board recommends the resolutions set forth in the Item No. 9 of the Notice for approval of the
members.
Item No.10:
The Nomination and Remuneration Committee at its meeting held on 14th August, 2015 and the Board
of Directors at its meeting held on 14th August, 2015 has appointed Mr. Nitesh Rajan as Whole-time
Director designated as an “Executive Director” for a period of Five (5) years with effect from 14th
August, 2015 to 13th August, 2020 subject to the approval of members at the ensuing Annual General
Meeting of the Company.
Further, the Board of Directors at their meeting held on 14th August, 2015, appointed Mr. Nitesh Rajan
as a Whole-time Director of the Company pursuant to the provisions of Section 196, 197 and 203 read
with Schedule V of the Companies Act, 2013, for the period of 5 (five) year on such terms and
conditions of his appointment are as follows:
- He shall not be entitled to any remuneration for discharging his duties as Whole-Time
Director of the Company but he shall be entitled for reimbursement of all expenses
incurred for the business of the Company at actuals.
- Period of appointment: 5 (five) year i.e. commencing from 14th August, 2015 and ending 13th
August, 2020;
- The appointment may be terminated by either party by giving advance notice in writing of
such termination or as may be mutually agreed between the parties;
19
- The said Whole-time Director shall perform such duties as shall from time to time be
entrusted to him by the Board of Directors, subject to superintendence, guidance and
control of the Board of Directors.
The resolution seeks the approval of the members in terms of sections 196, 197 and 203 read with
Schedule V and other applicable provisions, if any, of the Companies Act, 2013, and the Rules made
thereunder for appointment Mr. Nitesh Rajan as a Whole-time Director for a period of 5 (five) year
with effect from 14th August, 2015.
The details relating to Mr. Nitesh Rajan, seeking appointment as a Whole-time Director of the
Company, pursuant to Clause 49 of the Listing Agreement is attached separately to this Notice.
Save and except the above, none of the other Directors/Key Managerial Personnel of the
Company/their relatives are, in any way, concerned or interested, financially or otherwise, in these
resolutions.
The Board recommends the resolutions set forth in the Item No. 10 of the Notice for approval of the
members.
Item No.11:
Your Board of Directors is of the opinion that for any future business expansion or diversification
which may be carried out by the Company, the Company requires infusion of additional funds. Hence,
the requirement for mobilization of the funds has been substantially increased. Therefore, it is
considered desirable to increase the Board’s borrowing powers upto the limit of Rs.50 Crores over
and above the paid-up share capital and free reserves of the Company.
Accordingly, the consent of the Shareholders at the General Meeting is sought under Section 180(1)(c)
of the Companies Act, 2013.
None of the Directors and Key Managerial Personnel of the Company or their relatives are, in any way,
concerned or interested, financial or otherwise, in the Special Resolution set out at item no. 11 of the
Notice.
The Board recommends the resolutions set forth in the Item No. 11 of the Notice for approval of the
members.
Item No.12:
The Company may borrow monies by way of debentures, bonds, loans, hire purchase finance either in
rupee or in foreign currency from Financial Institutions/ Banks/ Insurance Companies and other
Corporate Bodies apart from working capital facilities from banks in ordinary course of business. This
in turn would necessitate further creation of securities by suitable mortgages and / or charges on all
or some of the immovable and movable properties of the Company, both present and future, in favour
of the lenders / trustees. To create mortgage and/or charge upto the limit of Rs.50 crores over and
above the paid-up share capital and free reserves of the Company, approval of the Members is
required to be obtained pursuant to Section 180(1)(a) of the Companies Act, 2013 authorizing the
Board of Directors of the Company in this regard. Hence the resolution is placed before the Members
for their approval.
None of the Directors and Key Managerial Personnel of the Company or their relatives are, in any way,
concerned or interested, financial or otherwise, in the Special Resolution set out at item no. 12 of the
Notice.
The Board recommends the resolutions set forth in the Item No. 12 of the Notice for approval of the
members.
20
Item No.13:
The Board of Directors of your Company wishes to inform the Members that your Board has recommended for
seeking approval of the Members of the Company to make investments, provide security and give guarantees
upto a limit of Rs.100.00 crores in any identified Body Corporate as may be benchmarked by the Board of Directors in the best interest of the shareholders of the Company.
Your approval for the said special resolution is sought as the said limit exceeds the prescribed limit of 60% of
the aggregate of the paid-up share capital and free reserves and/or 100% of the aggregate of free reserves of
the Company as provided under Section 186 of the Companies Act, 2013.
None of the Directors and Key Managerial Personnel of the Company or their relatives are, in any way,
concerned or interested, financial or otherwise, in the Special Resolution set out at item no. 13 of the
Notice.
The Board recommends the resolutions set forth in the Item No. 13 of the Notice for approval of the
members. Item No. 14:
The Directors at their meeting held on 14th August, 2015 decided to incorporate/substitute provisions relating
to newly enacted Companies Act, 2013 as applicable to the Company. As this would result in number of
changes and amendments to the existing Articles of the Articles of Association of the Company, it was
considered desirable to adopt a comprehensive new set of Articles of Association in substitution and to the
exclusion of the existing set of the Articles of Association of the Company to have new articles [i.e. Table F of the Schedule I of the Companies Act, 2013] as per the provisions of the Companies Act, 2013 and Schedule I.
The existing Articles of Association are based on erstwhile Companies Act, 1956 and several regulations in the
existing Articles of Association contain references to specific sections of erstwhile Companies Act, 1956 and some regulations in the existing Articles of Association are no longer in conformity with the Companies Act,
2013.
Pursuant to the provisions of section 14 and other applicable provisions, if any, of the Companies Act, 2013 and Rules made thereunder, alteration of Articles of Association requires approval of the members of the Company
by way of passing a Special Resolution in general meeting.
The proposed new draft of Articles of Association is available for inspection by the members at the Registered
Office of the Company on any working day excluding public holidays and Sundays, between 11.00 a.m. to 1.00
p.m. upto and including the date of Annual General Meeting.
None of the Directors and Key Managerial Personnel of the Company or their relatives are, in any way,
concerned or interested, financial or otherwise, in the Special Resolution set out at item no. 14 of the
Notice.
The Board recommends the resolutions set forth in the Item No. 14 of the Notice for approval of the
members.
For and on behalf of the Board of Directors
Place: Mumbai Kalpesh Jani
Date: 14/08/2015 Chairman
[DIN: 00656508]
Registered Office:
913, Raheja Center,
Free Press Journal Marg,
Nariman Point,
Mumbai - 400021.
21
Annexure
Details of Directors seeking appointment / re-appointment at the Annual General Meeting
(In pursuance clause 49 of the Listing Agreement)
Name of
Director
Age Date of
Appointment
Nature of
Expertise
Qualifi
cations
Other
Directorship
(As on 31st March, 2015)
Membership
in the
Committees
of other
Public
Companies
(As on 31st
March, 2015)
Share
holding
(As on 31st March, 2015)
Relation
ship
between
Director
s inter-se
Mr. Arunesh
35 03.11.2014 Marketing and Project Managemen
t
MBA 1. Indus Cine Production Private Limited 2. Indus Realtors Builders Limited 3. Indus Meditech Private
Limited 4. Indus Multiservices Private Limited 5. Indus Inn Private Limited
Nil
Nil Nil
Mr. Nitesh Ranjan
45 03.11.2014 Sales and Marketing
Bsc (H.)
1. Indus Inn Private Limited
Nil Nil Nil
Mr. Mahesh Keshar
Deo
Joshi
69 19.06.2012 Expertise in Accounts and Audit and day to
day management
of the operations
of the Company
B.Com
Nil Nil 1100 (0.00%)
Nil
Ms. Nirali Mehta
24 31.03.2015 She posesses knowledge of legal and
secretarial area.
B.Com, CS
Nil Nil Nil Nil
Mr. Kalpesh
Jani
51 19.06.2012 He is having vast
experience in handling legal compliances.
B.Com,
LL.B
1. Acute Consultancy
Limited
Nil Nil Nil
22
ADDITION TO NOTICE OF 34TH ANNUAL GENERAL MEETING
The matter in this Addition to Notice of 34th Annual General Meeting should be read in conjunction
with the matters included in the Notice of 34th Annual General Meeting of SUNRISE ASIAN LIMITED
dated 14th August 2015:
In Notice of 34th Annual General Meeting, the following agenda is included in addition to those
already present:
15. To consider, and if thought fit, to pass, with or without modification(s), the following resolution as
an Ordinary Resolution:
“RESOLVED THAT pursuant to Section 149, 152 and other applicable provisions of the Companies Act,
2013 and the Rules made there under, read with Schedule IV to the Companies Act, 2013, Mr.
Ramnandan Malakar [DIN: 07266757], who was appointed as an Independent Director of the
Company by the Board of Directors of the Company and who is eligible for appointment and in
respect of whom the Company has received a notice in writing from him under Section 160 of the
Companies Act, 2013 signifying his intention to propose Mr. Ramnandan Malakar as a candidate for
the office of Director of the Company, be and is hereby appointed as an Independent Director of the
Company to hold office upto 5 years, not liable to retire by rotation.”
In Explanatory Statement to the Notice of 34th Annual General Meeting, the following is
included in addition to those already present:
Item No.15:
Mr. Ramnandan Malakar was appointed as Independent Director of the Company w.e.f. 25.08.2015. In
terms of Section 149 and any other applicable of the Companies Act, 2013, Mr. Ramnandan Malakar
being eligible and seeking appointment, is proposed to be appointed as an Independent Director of
the Company for a term of 5 years.
The Company has received notice in writing under the provisions of Section 160 of the Companies
Act, 2013, from him along with a deposit of Rs. 1,00,000/- proposing the candidature of Mr.
Ramnandan Malakar for the office of Independent Director, to be appointed as such under the
provisions of Section 149 of the Companies Act, 2013.
The Company has received from Mr. Ramnandan Malakar the following:
i. Consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies
(Appointment & Qualification of Directors) Rules, 2014;
ii. Intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors)
Rules, 2014, to the effect that he is not disqualified under sub-section (2) of Section 164 of the
Companies Act, 2013; and
iii. A declaration to the effect that he meets the criteria of independence as provided in sub-
section (6) of Section 149 of the Companies Act, 2013.
The resolution seeks the approval of members for the appointment of Mr. Ramnandan Malakar as an
Independent Director of the Company up to August 24, 2020 pursuant to Section 149 and other
applicable provisions of the Companies Act, 2013 and the Rules made thereunder. He is not liable to
retire by rotation.
In the opinion of the Board, Mr. Ramnandan Malakar, the Independent Director proposed to be
appointed, fulfils the conditions specified in the Act and the Rules made there under and he is
independent of the Management.
23
The Board considers that his association would be of immense benefit to the Company and it is
desirable to avail the services of Mr. Ramnandan Malakar in the capacity of Independent Director.
No Director, key managerial personnel or their relatives, except Mr. Ramnandan Malakar, to whom
the resolution relates, is interested or concerned in the resolution.
The Board recommends the resolutions set forth in Item no.15 for approval of the Members.
For and on behalf of the Board of Directors
Place: Mumbai Kalpesh Jani
Date: 25/08/2015 Chairman
[DIN: 00656508]
24
DIRECTORS’ REPORT
To,
The Members,
SUNRISE ASIAN LIMITED
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.
1. FINANCIAL RESULTS
(Amount in Lacs)
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 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.
Particulars Standalone Consolidated
2014-2015 2013-14 2014-2015 2013-14
Gross Income 17021.92 11345.90 17271.63 11345.90
Profit Before Interest and Depreciation
145.46 107.38 45.61 107.38
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 appropriation
276.02 180.80 17.39 180.80
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
25
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
26
(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.
27
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
28
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
members
Designation Designation in Committee
1 Mr. Kalpesh Manhar Jani Independent Director Chairman
2 Nirali Mehta
Additional Non Executive Non
Independent Director
Member
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
members
Designation Designation in Committee
1 Mr. Kalpesh Manhar Jani Independent Director Chairman
2 Ms. Nirali Mehta
Additional Non Executive Non Independent Director
Member
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.
29
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
Company
Amount
Invested
Relation
1 U22219DL2011PTC213397
Indus Cine
Production
Private Limited
25000000 Wholly-owned
Subsidiary
2 U70200DL2011PLC213422 Indus Realtors
Builders Limited 23000000
Wholly-owned
Subsidiary
3 U51109BR2006PTC012001
Indus Multi
Services Private
Limited
1100000 Wholly-owned
Subsidiary
4 U85100DL2011PTC215090 Indus Meditech
Private Limited 35000000
Wholly-owned
Subsidiary
5 U55101DL2011PTC215007 Indus Inn Private Limited
45000000 Wholly-owned
Subsidiary
30
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
31
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]
32
Annexure I
Information required under Section 197 of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
i. The Ratio of the remuneration of each Director to the median remuneration of the employees of
the Company for the financial year 2014-15 and
ii. The percentage increase in remuneration of each Director, Managing Director & Chief Executive
Officer, Chief Financial Officer and Company Secretary of the Company in the financial year 2014-
15
Name & Designation Remuneration of each Director &
KMP for Financial
Year 2014-15 (Rs.)
% increase/ decrease in
remuneration in
the Financial Year
2014-15
Ratio of remuneration of
each Directors to
median
remuneration of
employees
A. Directors
*Mr. Kalpesh Manhar Jani (Non Executive
Independent Director) Nil N.A N.A
*Mr. Dheeraj Kumar Jain (Non Executive
Independent Director) Nil N.A N.A
*Mr. Mahesh Keshar Deo Joshi (Whole Time Director)
Nil N.A N.A
*Mr. Sanjit Jha (Whole Time Director) Nil N.A N.A
*Mr. Sanjiv Kumar Mishra (Whole Time
Director) Nil N.A N.A
*Mr. Nitesh Ranjan (Additional Director) Nil N.A N.A
*Mr. Arunesh (Additional Director) Nil N.A N.A
*Ms. Nirali Sunil Mehta (Additional Non Executive Non Independent Director)
Nil N.A N.A
B. Key Managerial Personnel
Ms. Sonal Singhal (Company Secretary)** 54,000 N.A N.A
Ms. Srashti Suresh Sharda (CFO) Nil N.A N.A
Notes:
1. * Mr. Kalpesh Manhar Jani, Mr. Dheeraj Kumar Jain, Mr. Mahesh Keshar Deo Joshi, Mr. Sanjit Jha, Mr. Sanjiv
Kumar Mishra, Mr. Nitesh Ranjan, Mr. Arunesh and Ms. Nirali Sunil Mehta had opted not to withdraw any
remuneration and sitting fees during the year.
2.* Mr. Arunesh, Mr. Nitesh Ranjan and Ms. Nirali Mehta were appointed as Directors in the Financial Year 2014-15
and thus the comparative figures for FY 2013-14 are not available.
3.**Ms. Sonal Singhal (Company Secretary) was appointed on 24th January, 2015 and thus the comparative figures
for FY 2013-14 are not available. The remuneration shown above is for part of the financial year 2014-15.
4. Ms. Srashti Suresh Sharda CFO of the Company was appointed on 31st March, 2015 hence no remuneration was paid during the Financial Year 2014-15.
33
5. Median remuneration of all the employees of the Company for the financial year 2014-15 is Rs.1,00,000.
iii. The percentage increase in the median remuneration of employees in the financial year 2014-15
Financial Year
2014 - 15 (Rs.)
Financial Year
2013 - 14 (Rs.)
Increase
(%)
Median remuneration of all employees 110000 97500 12.82%
Note: The calculation of % increase in the median remuneration has been done based on comparable employees.
In the Financial Year 2013-2014 there were 18 employees associated with the Company but due to the
company’s inability to continue with large human resource 8 employees left the organisation during the 2013-
14. In Financial Year 2014-15 there are only 9 employess on the roll of the Company and above mentioned
figures are calculated on the basis of comparable employees only i.e. the employees who were on roll in both the
Financial Years.
iv. The number of permanent employees on the rolls of Company.
There were 9 permanent employees on the rolls of Company as on March 31, 2015.
v. The explanation on the relationship between average increase in remuneration and Company
performance.
The Employees received hikes considering the criticality of the roles they play, their individual performance in
the Financial Year 2013-14 and skills set they possess and to match up with the growing inflation. The average
increase in median remuneration was in line with the performance of the Company.
vi. Comparison of the remuneration of the Key Managerial Personnel against the performance of the
Company.
The whole time directors of the Company (KMP’s) did not withdraw any remuneration from the Company. Apart
from him, CS and CFO are employed in 2014-15 and no comparison of their remuneration can be done with the
performance of the Company. CS and CFO were employed to fulfill the legal requirements and also qualified
personnel are required to sail the Company.
vii. Variations in the market capitalization of the Company, price earnings ratio as at the closing date
of the current financial year and previous financial year and percentage increase or decrease in
the market quotations of the shares of the Company in comparison to the rate at which the
Company came out with the last public offer
a. The market capitalization as on March 31, 2015 was Rs. 2722.65 crore (Rs. 2242.96 crore as on March
31, 2014).
b. Price Earning ratio of the equity shares of the Company was 2859.43 as at March 31, 2015 and 25077.53
as at March 31, 2014.
viii Percentage increase or decrease in the market quotations of the shares of the Company as compared to the rate at which the Company came out with the last public offer:
The Company had come out with initial public offer (IPO) in 1983 almost 32 years back with an issue price of
Rs.10 per share and the closing price of the Company’s Equity share on the BSE as on March 31, 2015 was Rs. 596.25, therefore comparison between two of them will not suffice the purpose. The closing price of the
Company’s Equity share on the BSE as on March 31, 2014 Rs.491.20.
ix Average percentile increase already made in the salaries of employees other than the managerial
personnel in the last financial year and its comparison with the percentile increase in the
managerial remuneration and justification thereof and point out if there are any exceptional
circumstances for increase in the managerial remuneration.
34
Average percentile increase in the salaries of employee other than the MD & CEO in the Financial Year 2014-15
was 10%
The average increase of 10% in the salaries of employees was in line with the market projection, the
performance of the Company in the financial year 2013-14, the individual performance of the employees, the
criticality of the roles they play and skills set they possess.
x The comparison of the each remuneration of Key Managerial Personnel against the performance
of the Company during the Financial Year 2014-15 is as under:
As explained in point (vi), CS and CFO are employed in 2014-15 and therefore such comparison of each
remuneration of KMP against the performance of the Company is not possible. CS and CFO were employed to
fulfill the legal requirements and also qualified personnel is required to sail the Company.
xi The key parameters for any variable component of remuneration availed by the Directors.
No director of the Company is being paid remuneration and hence there is no variable component.
xii. The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year.
No Director of the Company is being paid remuneration; hence there are no employees of the Company who
receive remuneration in excess of the highest paid Director of the Company.
xiii. Affirmation that the remuneration is as per the Remuneration Policy of the Company
Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, it is affirmed that the remuneration paid to the Directors, KMPs, Senior Management and other employees
of the Company is as per the Remuneration Policy 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]
35
Annexure II
FORM NO. MGT 9
EXTRACT OF ANNUAL RETURN
As on financial year ended on 31.03.2015
Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management &
Administration) Rules, 2014.
I. REGISTRATION & OTHER DETAILS:
1. CIN L51900MH1981PLC025740
2. Registration Date 30/11/1981
3. Name of the Company SUNRISE ASIAN LIMITED
4. Category/Sub-category of the Company
PUBLIC COMPANY/ LIMITED BY SHARES
5. Address of the
Registered office &
contact details
913, Raheja Center, Free Press Journal Marg, Nariman Point,
Mumbai: 400021
Tel:-+91-22-65145566
Fax:-+91-22-No Fax Available
Email id: sunriseasia2021@gmail.com
6. Whether listed company YES
7. Name, Address &
contact details of the
Registrar & Transfer
Agent, if any.
Adroit Corporate Services Pvt Ltd .
Registrar & Share Transfer Agent
19, Jaferbhoy Industrial Estate, Makwana Road, Marol Naka,
Andhei (East),Mumbai: 400059
Tel. :022 – 28596060 / 28594060 / 40053636/ 40052115 Fax : 022 – 28503748
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)
S. No. Name and Description of main products / services
NIC Code of the Product/service
% to total turnover of the company
1 Wholesale trade in textiles and
textile products,
6090 98.38
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -
S.
No
.
NAME AND ADDRESS OF THE
COMPANY
CIN/GLN HOLDING
/
SUBSIDIA
RY/
ASSOCIAT
E
% of
shares
held
Applica
ble
Section
1. INDUS CINE
PRODUCTION PRIVATE LIMITED
U22219DL2011PTC213397 Subsidiary 99.99% 2 (87)
2. INDUS REALTORS
BUILDERS LIMITED
U70200DL2011PLC213422 Subsidiary 99.99% 2 (87)
3. INDUS MULTI SERVICES PRIVATE
LIMITED
U51109BR2006PTC012001 Subsidiary 99.99% 2 (87)
4. INDUS MEDITECH
PRIVATE LIMITED
U85100DL2011PTC215090 Subsidiary 99.99% 2 (87)
5. INDUS INN
PRIVATE LIMITED
U55101DL2011PTC215007 Subsidiary 99.99% 2 (87)
36
I. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i. Category-wise Share Holding
Category of
Shareholders
No. of Shares held at the beginning
of the year[As on 31-March-2014]
No. of Shares held at the end of the
year[As on 31-March-2015]
%
Cha
nge
duri
ng
the
year
Demat Physic
al
Total %
of
Tot
al
Sha
res
Demat Physical Total %
of
Tot
al
Sha
res
A. Promoters
(1) Indian
a) Individual/
HUF 389539 0 389539 0.85 288539 0 288539 0.63 -0.22
b) Central
Govt 0 0 0 0 0 0 0 0 0
c) State
Govt(s) 0 0 0 0 0 0 0 0 0
d) Bodies
Corp. 12391960 0 12391960
27.1
4 9250278 0 9250278
20.2
6 -6.92
e) Banks / FI 0 0 0 0 0 0 0 0 0
f) Any other 0 0 0 0 0 0 0 0 0
Sub-total
(A)(1):- 1278149
9 0 12781499
27.9
9 9538817 0 9538817
20.8
9
(2)Foreign
a) NRIs -
Individual
0 0 0 0 0 0 0 0 0
b) Others -
Individuals
0 0 0 0 0 0 0 0 0
c) Bodies
Corp.
0 0 0 0 0 0 0 0 0
d) Banks / FI 0 0 0 0 0 0 0 0 0
e) Any other 0 0 0 0 0 0 0 0 0
Sub-total
(A)(2):-
0 0 0 0 0 0 0 0 0
Total
shareholding
of Promoter
(A)=(A)(1)+(
A)(2) 1278149
9 0 12781499
27.9
9 9538817 0 9538817
20.8
9
B. Public
Shareholding
1. Institutions
a) Mutual
Funds 0 0 0 0 0 0 0 0 0
b) Banks / FI 0 0 0 0 744201 0 744201 1.63 +1.63
c) Central Govt 0 0 0 0 0 0 0 0 0
d) State
Govt(s) 0 0 0 0 0 0 0 0 0
e) Venture
Capital Funds 0 0 0 0 0 0 0 0 0
37
f) Insurance
Companies 0 0 0 0 0 0 0 0 0
g) FIIs 0 0 0 0 0 0 0 0 0
h) Foreign
Venture
Capital Funds 0 0 0 0 0 0 0 0 0
i) Others
(specify) 0 0 0 0 0 0 0 0 0
Sub-total
(B)(1):- 0 0 0 0 744201 0 744201 1.63 +1.63
2. Non-
Institutions
a) Bodies
Corp.
i) Indian 18898273 1035 18899308
41.3
9 21444917 910065 22354982
48.9
6 +7.57
ii) Overseas 0 0 0 0 0 0 0 0 0
b) Individuals
i) Individual
shareholders
holding
nominal share
capital up to
Rs. 1 lakh 1837064 248375 2085439 4.57 1002205 148671 1150876 2.52 -2.05
ii) Individual
shareholders
holding
nominal share
capital in
excess of Rs 1
lakh 11542404 230000 11772404
25.7
8 11188631 592740 11781371
25.8
0 +0.02
c) Others
(specify)
Non Resident
Indians 0 0 0 0 5 0 5 0.00 0
Overseas
Corporate
Bodies 0 0 0 0 0 0 0 0 0
Foreign
Nationals 0 0 0 0 0 0 0 0 0
Clearing
Members 124410 0 124410 0.27 92808 0 92808 0.20 -0.07
Trusts 0 0 0 0 0 0 0 0 0
Foreign
Bodies - D R 0 0 0 0 0 0 0 0 0
Sub-total
(B)(2):- 3240215
1 479410 32881561
72.0
1 33728566 1651476 35380042
77.4
8 +5.47
Total Public
Shareholding
(B)=(B)(1)+
(B)(2) 32402151 479410 32881561
72.0
1 34472767 1651476 36124243
79.1
1 +7.10
C. Shares held
by Custodian
for GDRs &
ADRs 0 0 0 0 0 0 0 0 0
Grand Total
(A+B+C) 4518365
0 479410 45663060 100 44011584 1651476 45663060 100 0
38
ii. Shareholding of Promoters-
SN Shareholder’s Name
Shareholding at the beginning of the year
Shareholding at the end of the year % change
in
sharehol
ding
during
the year
No. of
Shares
% of total
Shares of
the
company
%of
Shares
Pledged /
encumber
ed to total
shares
No. of
Shares
% of
total
Shares
of the
compa
ny
%of Shares
Pledged /
encumbered to
total shares
1 Bina Rajesh
Shah
1010 0.00 0.00 1010 0.00 0.00 0
2 DCB Plus N
Holdings Pvt
Ltd
540030 1.18 0.00 0 0 0.00 -1.18
3 Dinesh
Ramanlal
Shah
380419 0.83 0.00 279419 0.61 0.00 -0.22
4 Geeta
Mahesh
Joshi
1000 0.00 0.00 1000 0.00 0.00 0
5 Iceworth
Realty P Ltd
396127
0
8.67 0.00 2714956 5.95 0.00 -2.72
6 Ivory
Vyapaar Pvt
Ltd
639437
0
14.00 0.00 6394370 14.00 0.00 0
7 Jaymani Kanaiyalal
Joshi
1000 0.00 0.00 1000 0.00 0.00 0
8 Kanaiyalal
Mohanlal
Joshi
1000 0.00 0.00 1000 0.00 0.00 0
9 Liberal Sec
& Fin Ser Pvt
Ltd
149629
0
3.28 0.00 140952 0.31 0.00 2.97
10 Maheshkum
ar Joshi
1100 0.00 0.00 1100 0.00 0.00 0
11 Mayank M Joshi
1000 0.00 0.00 1000 0.00 0.00 0
12 Mukesh
Purshotam
Chauhan
1000 0.00 0.00 1000 0.00 0.00 0
13 Nilesh
Purshotam
Chauhan
1000 0.00 0.00 1000 0.00 0.00 0
14 Rajesh Ramanlal
Shah
1010 0.00 0.00 1010 0.00 0.00 0
TOTAL
12781
499
27.99 0.00 9538817 20.89 0.00 7.1
39
iii. Change in Promoters’ Shareholding (please specify, if there is no change)
SN Particulars Shareholding at the beginning of the year
Cumulative Shareholding during the year
No. of shares % of total
shares of
the
company
No. of
shares
% of total
shares of the
company
1. MAHESH KUMAR JOSHI
At the beginning of the year 1100 0.00 1100 0.00
Date wise Increase / Decrease in
Promoters Shareholding during
the year specifying the reasons
for increase / decrease (e.g. allotment /transfer / bonus/
sweat equity etc.):
Nil Nil
Nil
Nil
At the end of the year 0 0.00 1100 0.00
2. IVORY VYAPAAR PRIVATE
LIMITED
At the beginning of the year 6394370 14.00 6394370 14.00
Date wise Increase / Decrease in
Promoters Shareholding during
the year specifying the reasons
for increase / decrease (e.g.
allotment /transfer / bonus/
sweat equity etc.):
Nil Nil
Nil
Nil
At the end of the year 0 0.00 6394370 14.00
3. LIBERAL SECURITIES &
FINANCE SERVICES PRIVATE
LIMITED
At the beginning of the year 1496290 3.28 1496290 3.28
Date wise Increase / Decrease
Transfer through market on 23rd
May, 2014 1496290 3.28
0
0
At the end of the year 0 0.00 0 0.00
4. DCB PLUS N HOLDINGS
PRIVATE LIMITED
At the beginning of the year 540030 1.18 540030 1.18
Date wise Increase / Decrease
Transfer through market on 21st,
November 2014
540030 1.18
0
0.00
At the end of the year 0 0.00 0 0.00
5. ICEWORTH REALITY PRIVATE LIMITED
At the beginning of the year 3961270 8.67 3961270 8.67
Date wise Increase / Decrease
Transfer through market on 14th,
November 2014
3961270 8.67
0
0.00
At the end of the year 0 0.00 0 0.00
6. ICEWORTH REALITY LLP
At the beginning of the year
0 0.00
0 0.00
40
Date wise Increase / Decrease
Purchase on 07th, November 2014
3961270 8.67
3961270
8.67
Transfer through market on 21st,
November 2014 42500 0.09
3918770
8.58
Transfer through market on 28th,
November 2014 25000 0.05
3893770
8.53
Transfer through market on 05th,
December 2014 73000 0.16
3820770
8.37
Transfer through market on 12th,
December 2014 54000 0.12
3766770
8.25
Transfer through market on 19th,
December 2014 30000 0.07
3736770
8.18
Transfer through market on 31st, December 2014 96367 0.21
3640403
7.97
Transfer through market on 23rd,
January 2015 36374 0.08
3604029
7.89
Transfer through market on 30th,
January 2015 59993 0.13
3544036
7.76
Transfer through market on 06th,
February 2015 113128 0.25
3430908
7.51
Transfer through market on 13th,
February 2015 16950 0.04
3413958
7.48
Transfer through market on 20th,
February 2015 123778 0.27
3290180
7.21
Transfer through market on 27th,
February 2015 152393 0.33
3137787
6.87
Transfer through market on 06th,
March 2015 194238 0.43
2943549
6.45
Transfer through market on 13th,
March 2015 118572 0.26
2824977
6.19
Transfer through market on 20th, March 2015 56600 0.12
2768377
6.06
Transfer through market on 27th,
March 2015 53421 0.12
2714956
5.95
At the end of the year 0 0.00 2714956 5.95
7 LIBERAL REALTORS LLP
At the beginning of the year 0 0.00 0 0.00
Purchase on 23rd, May 2014 1496290 3.28 1496290 3.28
Transfer through market on 30th,
May 2014 109324 0.24
1386966
3.04
Transfer through market on 06th,
June 2014 69784 0.15
1317182
2.88
Transfer through market on 13th,
June 2014 141500 0.31
1175682 2.57
Transfer through market on 20/06/2014 64049 0.14 1111633 2.43
Transfer through market on 30/06/2014 158837 0.35 952796 2.09
Transfer through market on 04/07/2014 35415 0.08 917381 2.01
Transfer through market on 11/07/2014 64597 0.14 852784 1.87
Transfer through market on 18/07/2014 68760 0.15 784024 1.72
41
Transfer through market on
25/07/2014 48021 0.11 736003 1.61
Transfer through market on 01/08/2014 11246 0.02 724757 1.59
Transfer through market on
08/08/2014 27560 0.06 697197 1.53
Transfer through market on 22/08/2014 26000 0.06 671197 1.47
Transfer through market on
29/08/2014 3000 0.01 668197 1.46
Transfer through market on 05/09/2014 14400 0.03 653797 1.43
Transfer through market on 12/09/2014 3000 0.01 650797 1.43
Transfer through market on
19/09/2014 20000 0.04 630797 1.38
Transfer through market on 30/09/2014 17694 0.04 613103 1.34
Transfer through market on
10/10/2014 10000 0.02 603103 1.32
Transfer through market on 17/10/2014 23500 0.05 579603 1.27
Transfer through market on
24/10/2014 10665 0.02 590268 1.29
Transfer through market on 07/11/2014 4000 0.01 586268 1.28
Transfer through market on
10/11/2014 4000 0.01 582268 1.28
Transfer through market on 28/11/2014 1500 0.00 580768 1.27
Transfer through market on
02/01/2015 25000 0.05 555768 1.22
Transfer through market on 23/01/2015 25000 0.05 530768 1.16
Transfer through market on 06/02/2015 157037 0.34 373731 0.82
Transfer through market on 13/02/2015 38505 0.08 335226 0.73
Transfer through market on 27/02/2015 23823 0.05 311403 0.68
Transfer through market on 13/03/2015 74535 0.16 236868 0.52
Transfer through market on 20/03/2015 96469 0.21 140399 0.31
Purchase on 27/03/2015 553 0.00 140952 0.31
At the end of the year 0 0.00 140952 0.31
8. GEETA MAHESH JOSHI
At the beginning of the year 1000 0.00 1000 0.00
Date wise Increase / Decrease in
Promoters Shareholding during
the year specifying the reasons
for increase / decrease (e.g. allotment /transfer / bonus/
sweat equity etc.): NIL NIL NIL NIL
At the end of the year 0 0.00 1000 0.00
9. D C B PLUS N HOLDINGS LLP
42
At the beginning of the year 540030 1.18 540030 1.18
Transfer through market on 24/10/2014 -26650 0.06 513380 1.12
Transfer through market on 31/10/2014 -63939 0.14 449441 0.98
Transfer through market on 07/11/2014 -42297 0.09 407144 0.89
Transfer through market on 10/11/2014 -21494 0.05 385650 0.84
Transfer through market on 14/11/2014 -10000 0.02 375650 0.82
Transfer through market on
21/11/2014 -375650 0.82 0 0.00
At the end of the year 0 0.00 0 0.00
10. NILESH PURSHOTAM CHAUHAN
1000 0.00 1000 0.00
Date wise Increase / Decrease in
Promoters Shareholding during
the year specifying the reasons
for increase / decrease (e.g.
allotment /transfer / bonus/
sweat equity etc.): NIL NIL NIL NIL
At the end of the year 0 0.00 1000 0.00
11 MUKESH PURSHOTAM CHAUHAN
At the beginning of the year 1000 0.00 1000 0.00
Date wise Increase / Decrease in
Promoters Shareholding during
the year specifying the reasons
for increase / decrease (e.g.
allotment /transfer / bonus/
sweat equity etc.): NIL NIL NIL NIL
At the end of the year 0 0.00 1000 0.00
12 JAYMANI KANAIYALAL JOSHI
At the beginning of the year 1000 0.00 1000 0.00
Date wise Increase / Decrease in
Promoters Shareholding during
the year specifying the reasons
for increase / decrease (e.g.
allotment /transfer / bonus/ sweat equity etc.): NIL NIL NIL NIL
At the end of the year 0 0.00 1000 0.00
13 KANAIYALAL MOHANLAL JOSHI
At the beginning of the year 1000 0.00 1000 0.00
Date wise Increase / Decrease in
Promoters Shareholding during
the year specifying the reasons
for increase / decrease (e.g. allotment /transfer / bonus/
sweat equity etc.): NIL NIL NIL NIL
At the end of the year 0 0.00 1000 0.00
14 MAYANK M JOSHI
At the beginning of the year 1000 0.00 1000 0.00
Date wise Increase / Decrease in
Promoters Shareholding during
the year specifying the reasons
for increase / decrease (e.g. allotment /transfer / bonus/ NIL NIL NIL NIL
43
sweat equity etc.):
At the end of the year 0 0.00 1000 0.00
15 DINESH RAMANLAL SHAH
At the beginning of the year 380419 0.83 380419 0.83
Transfer through market on 31/12/2014 -101000 0.22 279419 0.61
At the end of the year 0 0.00 279419 0.61
16 BINA RAJESH SHAH
At the beginning of the year 1010 0.00 1010 0.00
Date wise Increase / Decrease in
Promoters Shareholding during
the year specifying the reasons for increase / decrease (e.g.
allotment /transfer / bonus/
sweat equity etc.): NIL NIL NIL NIL
At the end of the year 0 0.00 1010 0.00
iv. Shareholding Pattern of top ten Shareholders
(Other than Directors, Promoters and Holders of GDRs and ADRs):
SN For Each of the Top 10
Shareholders
Shareholding at the
beginning
of the year
Cumulative Shareholding at
the end of year
No. of
shares
% of total
shares of
the
company
No. of
shares
% of total
shares of the
company
1. CANARA BANK-NEW DELHI 0 0.00 644201 1.41
2. LUNKAD TEXTILES PVT LTD 548183 1.20 422279 0.92
3. MIHIR CONSULTANCY AND TRADING
PRIVATE LIMITED 869611 1.90 957884 2.10
4. SMC GLOBAL SECURITIES LTD. 77243 0.17 0 0.00
5. SHIPRA FABRICS PVT. LTD
592096 1.30 231143 0.51
6. SW CAPITAL PRIVATE LIMITED
0 0.00 0 0.00
7. COMFORT SECURITIES LTD
936353 2.05 704359 1.54
8. F6 FINSERVE PVT LTD 1011668 2.22 2435746 5.33
9. HONEST MERCHANDISE PRIVATE
LIMITED
871570 1.91 910941 1.99
10. TASMSEEM COMMERCIAL LLP 2100000 4.60 2100000 4.60
11. RAJU MOHAN GURNANI 500000 1.09 500000 1.09
12. SKUNG TRADELINK LIMITED 2907632 6.37 4120667 9.02
13. SVJ FABRICS PRIVATE LIMITED 649389 1.42 734719 1.61
14. MANASI COMMODITIES LLP 2100000 4.60 2100000 4.60
Note: Details of Date wise increase or decrease in shareholding is given on the website of the Company
44
v. Shareholding of Directors and Key Managerial Personnel:
SN Shareholding of each Directors and each Key Managerial Personnel
Shareholding at the beginning
of the year
Cumulative Shareholding during the
year
No. of
shares
% of
total
shares of
the company
No. of
shares
% of total
shares of the
company
1 Name of the Directors: MAHESH KUMAR JOSHI
At the beginning of the year 1100 0.00 1100 0.00
Date wise Increase / Decrease in
Promoters Shareholding during the year specifying the reasons for increase
/decrease (e.g. allotment / transfer /
bonus/ sweat equity etc.):
Nil Nil
Nil
Nil
At the end of the year 0 0.00 1100 0.00
V. INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due
for payment.
Secured Loans
excluding
deposits
Unsecured
Loans Deposits
Total
Indebtedness
Indebtedness at the beginning of
the financial year
i) Principal Amount Nil 56963900 Nil 56963900
ii) Interest due but not paid Nil Nil Nil Nil
iii) Interest accrued but not due Nil NIL Nil Nil
Total (i+ii+iii) Nil 56963900 Nil 56963900
Change in Indebtedness during
the financial year
* Addition NIL NIL
* Reduction NIL 16446270 NIL 16446270
Net Change NIL 16446270 NIL 16446270
Indebtedness at the end of the financial year
i) Principal Amount NIL 40517630 NIL 40517630
ii) Interest due but not paid NIL NIL
iii) Interest accrued but not due NIL NIL
Total (i+ii+iii) NIL 40517630 NIL 40517630
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-
A. Remuneration to Managing Director, Whole-time Directors and/or Manager: No Remuneration was
paid to Mr. Mahesh Joshi, Mr. Sanjit Jha and Sanjiv Mishra the whole time Directors of the Company,
during the financial year 2014-15, as they opted not to take any managerial remuneration.
B. Remuneration to other directors: No sitting fees was paid to Mr. Dheeraj Jain, Mr. Nitesh Ranjan
and Mr. Kalpesh Manhar Jani, independent directors of the Company.
No. fees for attending board committee meetings was paid to the other directors of the Company.
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD
45
SN Particulars of Remuneration Key Managerial Personnel
CEO CS CFO Total
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act,
1961
NIL 54,000 NIL 54,000
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
NIL NIL NIL NIL
(c) Profits in lieu of salary under section
17(3) Income-tax Act, 1961
NIL NIL NIL NIL
2 Stock Option NIL NIL NIL NIL
3 Sweat Equity NIL NIL NIL NIL
4 Commission
- as % of profit NIL NIL NIL NIL
Others, specify… NIL NIL NIL NIL
5 Others, please specify NIL NIL NIL NIL
Total NIL 54,000 NIL 54,000
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
Type Section of the
Companies
Act
Brief
Description
Details of
Penalty /
Punishment/
Compounding
fees imposed
Authority
[RD / NCLT/
COURT]
Appeal made,
if any (give
Details)
A. COMPANY
Penalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
B. DIRECTORS
Penalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
C. OTHER OFFICERS IN DEFAULT
Penalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
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]
46
ANNEXURE III
FORM AOC-I
Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules,
2014)
Part “A”: Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in Rs.)
1. Sl. No. 1.
2. Name of the subsidiary INDUS CINE
PRODUCTION PRIVATE LIMITED
3. Reporting period for the subsidiary
concerned, if different from the holding
company’s reporting period.
March 31, 2015
4. Reporting currency and Exchange rate as on
the last date of the relevant financial year in
the case of foreign subsidiaries.
Not Applicable
5. Share capital 2,50,00,000
6. Reserves & surplus (10,63,936)
7. Total assets 4,12,42,387
8. Total Liabilities 4,12,42,387
9. Investments Nil
10. Turnover 6,90,000
11. Profit before taxation (7,73,247)
12. Provision for taxation
13. Profit after taxation (7,76,612)
14. Proposed Dividend Nil
15. % of shareholding 99.99%
1. Sl. No. 2
2. Name of the subsidiary INDUS REALTORS
BUILDERS LIMITED
3. Reporting period for the subsidiary
concerned, if different from the holding
company’s reporting period.
01.04.2014 to 31.03.2015
4. Reporting currency and Exchange rate as on
the last date of the relevant financial year in
the case of foreign subsidiaries.
Not Applicable
5. Share capital 2,30,00,000
6. Reserves & surplus (16,53,306)
7. Total assets 3,14,45,092
8. Total Liabilities 3,14,45,092
9. Investments Nil 10. Turnover -
11. Profit before taxation (20,72,472)
12. Provision for taxation
13. Profit after taxation (16,82,743)
14. Proposed Dividend Nil 15. % of shareholding 99.99%
47
1. Sl. No. 3.
2. Name of the subsidiary INDUS MULTI SERVICES
PRIVATE LIMITED
3. Reporting period for the subsidiary
concerned, if different from the holding
company’s reporting period.
01.04.2014 to 31.03.2015
4. Reporting currency and Exchange rate as on
the last date of the relevant financial year in
the case of foreign subsidiaries.
Not Applicable
5. Share capital 5,00,000
6. Reserves & surplus (21,46,556)
7. Total assets 72,13,926
8. Total Liabilities 72,13,926
9. Investments Nil 10. Turnover 4690339
11. Profit before taxation (26,86,596)
12. Provision for taxation Nil 13. Profit after taxation (27,29,340)
14. Proposed Dividend Nil 15. % of shareholding 99.99%
1. Sl. No. 4.
2. Name of the subsidiary INDUS MEDITECH
PRIVATE LIMITED
3. Reporting period for the subsidiary
concerned, if different from the holding
company’s reporting period.
01.04.2014 to 31.03.2015
4. Reporting currency and Exchange rate as on
the last date of the relevant financial year in
the case of foreign subsidiaries.
Not Applicable
5. Share capital 3,50,00,000
6. Reserves & surplus (1,02,57,415)
7. Total assets 3,42,36,110
8. Total Liabilities 3,42,36,110
9. Investments Nil 10. Turnover 2,05,37,315
11. Profit before taxation (81,39,964)
12. Provision for taxation
13. Profit after taxation (81,44,721)
14. Proposed Dividend Nil 15. % of shareholding 99.99%
1. Sl. No. 5.
2. Name of the subsidiary INDUS INN
PRIVATE LIMITED
3. Reporting period for the subsidiary
concerned, if different from the holding
company’s reporting period.
01.04.2014 to 31.03.2015
4. Reporting currency and Exchange rate as on
the last date of the relevant financial year in
the case of foreign subsidiaries.
Not Applicable
48
5. Share capital 4,50,00,000
6. Reserves & surplus (1,04,41,762)
7. Total assets 4,19,89,170
8. Total Liabilities 4,19,89,170
9. Investments Nil 10. Turnover 20,43,264
11. Profit before taxation (59,14,976)
12. Provision for taxation
13. Profit after taxation (58,58,593)
14. Proposed Dividend Nil 15. % of shareholding 99.99%
Part “B”: Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate
Companies and Joint Ventures
The Company does not have any Associated Company or Joint Venture, accordingly no details of the
same are provide here.
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]
49
Annexure - IV
Statement of Particulars of employees pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
Sl. N
o.
N a m e Designation/
Nature of
Duties
Remuneration
Received
[Rs.]
Qualification
Experience in
years
Age in
year
s
Date of commencem
ent of
employment
Last employment
held
1 2 3 4 5 6 7 8 9
1 Sonal
Singhal
CS 54000 B.Com(H.)
, CS
2.1 23 24.01.2015
Lex Indis Law
Office
2 Srashti Suresh
Sharda
CFO NIL B.Com, CA & CS
(Inter).
3 24 31.03.2015 PC Bhansali & Company
Charted
Accountant.
Note:
As per the provisions specified in Chapter XIII of Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 none of the employees of the Company are in receipt of remuneration exceeding Rs.
60,00,000/- per annum, if employed for whole of the year or Rs. 5,00,000/- per month, if employed for part of the
year.
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]
50
ANNEXURE V
SECRETARIAL AUDIT REPORT
For the financial year ended March 31, 2015 [Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014]
To
The Members
SUNRISE ASIAN LIMITED
913, Raheja Center, Free Press Journal Marg,
Nariman Point
Mumbai-400021 I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence
to good corporate practices by SUNRISE ASIAN LIMITED (hereinafter called the Company). The Secretarial
Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts /
statutory compliances and expressing my opinion thereon.
Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other
records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the
Company has, during the audit period covering the financial year ended on 31st March 2015 (‘Audit Period’)
complied with the statutory provisions listed hereunder, subject to specified observation mentioned below,
however, the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by the
Company for the financial year ended on 31st March 2015according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent
of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India
Act, 1992 (‘SEBI Act’): —
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009 (Not Applicable to the Company during the Audit Period); (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999(Not Applicable to the Company during the Audit
Period);
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,
2008 (Not Applicable to the Company during the Audit Period);
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;(Not
Applicable to the Company during the Audit Period);and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;(Not
Applicable to the Company during the Audit Period);
51
However, there were no specifically applicable laws for the company to adhere to, except the
regular applicable laws, during the given Audit period.
I have also examined compliance with the applicable clauses of the following:
(a) Secretarial Standards issued by The Institute of Company Secretaries of India (Not Applicable to
the Company during the audit period)
(b) Listing Agreements entered into by the Company with the Stock Exchange, viz BSE.
During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations,
Guidelines, Standards, etc. mentioned above, subject to observations stated therein:-
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.
I further report that:
- The Board of Directors of the Company is duly constituted with proper balance of Executive Directors,
Non-Executive Directors and Independent Directors. The changes in the composition of the Board of
Directors that took place during the period under review were carried out in compliance with the
provisions of the Act.
- Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on
agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation
at the meeting.
- Majority decisionswere carried through unanimous approval of present directors and recorded as part of the minutes.
I further report that:
- there are adequate systems and processes in the Company commensurate with the size and operations
of the company to monitor and ensure compliance with applicable laws, rules, regulations and
guidelines.
I further report that during the audit period there were no specific events/actions having a major bearing on
the Company’s affairs in pursuance of the above referred laws, rules, guidelines and standards.
Place: Mumbai KIRANSINGH RAJPUROHIT
Date August 14, 2015 COMPANY SECRETARIES
ACS No.:33315
C.P.NO.12276
52
ANNEXURE TO THE SECRETARIAL AUDIT REPORT
To ,
The Members
SUNRISE ASIAN LIMITED
I further state that my said report of the even date has to be read along with this letter.
1. Maintenance of Secretarial/ Statutory Records is the responsibility of the Management of the Company. My
responsibility is to express an opinion on these records based on the audit.
2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial Records.
3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the
Company.
4. Wherever required I have obtained the Management representation about the compliance of laws, rules and
regulations and happenings of events etc.
5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standard is the
responsibility of management. My examination is limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the
efficacy or effectiveness with which the management has conducted the affairs of the Company.
Place: Mumbai KIRANSINGH RAJPUROHIT
Date: August 14, 2015 COMPANY SECRETARIES
ACS No.:33315
C.P.NO.12276
53
Annexure VI
Nomination and Remuneration Policy
(Under Section 178 of the Companies Act, 2013)
Introduction
In pursuance of the Company’s policy to consider human resources as its invaluable assets, to pay equitable remuneration to all Directors, key managerial personnel and
employees of the company, to harmonize the aspirations of human resources
consistent with the goals of the company and in terms of the provisions of the
Companies Act, 2013 and the Listing Agreement with the stock exchanges (as amended from time to time), this policy on nomination and remuneration of
Directors, Key Managerial Personnel (KMP) and Senior Management has been
formulated by the Nomination and Remuneration/Compensation Committee (“NRC”) and
approved by the Board of Directors of the Company.
Constitution of the Committee
The Board of Directors of the Company (the Board) constituted the committee to be
known as the Nomination and Remuneration Committee consisting of three or more non-
executive directors out of which not less than one-half are independent directors.
The Chairman of the Committee is an Independent Director. However, the chairperson of
the company (whether executive or non executive) may be appointed as a member of the
Nomination and Remuneration Committee but shall not chair such Committee."
Objective
The Nomination and Remuneration/Compensation Committee and this Policy shall be in compliance with Section 178 of the Companies Act, 2013 read along with the applicable
rules thereto and Clause 49 under the Listing Agreement. The objective of this policy is to lay
down a framework in relation to remuneration of directors, KMP, senior management
personnel and other employees. The Key Objectives of the Committee would be:
1. To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.
2. Formulate the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the Board a policy relating to the remuneration of Directors, key Managerial personnel and other employees.
3. Formulation of criteria for evaluation of Independent Director and the Board.
4. To evaluate the performance of the members of the Board and provide necessary
report to the Board for further evaluation of the Board.
5. To recommend to the Board on Remuneration payable to the Directors, Key Managerial
Personnel and Senior Management.
6. To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Company’s
operations.
7. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.
8. To develop a succession plan for the Board and to regularly review the plan.
9. To assist the Board in fulfilling responsibilities.
54
10. To Implement and monitor policies and processes regarding principles of corporate
governance.
Applicability
a) Directors (Executive and Non Executive)
b) Key Managerial Personnel
c) Senior Management Personnel
Definitions
“Act” means the Companies Act, 2013 and Rules framed there under, as amended from
time to time.
“Board” means Board of Directors of the Company.
“Directors” mean Directors of the Company.
“Key Managerial Personnel” means a. Managing Director, or Chief Executive Officer or Manager and in their absence, a
Whole-time Director;
b. Chief Financial Officer;
c. Company Secretary;
and such other officer as may be prescribed.
“Senior Management” means Senior Management means the personnel of the company who are members of its core management team excluding Board of
Directors comprising all members of management one level below the executive
directors, including the functional heads.
Unless the context otherwise requires, words and expressions used in this policy and not
defined herein but defined in the Companies Act, 2013 as may be amended from time to
time shall have the meaning respectively assigned to them therein.
Policy for Appointment and Removal of Director, KMP and Senior Management
1. Appointment Criteria and Qualifications
The Committee shall identify and ascertain the integrity, qualification, expertise and
experience of the person for appointment as Director, KMP or at Senior
Management level and recommend to the Board his/her appointment.
A person should possess adequate qualification, expertise and experience for the
position he / she is considered for appointment. The Committee has discretion to
decide whether qualification, expertise and experience possessed by a person is sufficient
/ satisfactory for the concerned position.
The Company shall not appoint or continue the employment of any person as Whole-time
Director who has attained the age of seventy years. Provided that the term of the
person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory
statement annexed to the notice for such motion indicating the justification for
extension of appointment beyond seventy years.
2. Term/Tenure
a) Managing Director/Whole-time Director:
55
The Company shall appoint or re-appoint any person as its Executive Chairman,
Managing Director or Executive Director for a term not exceeding five years at a time. No
re-appointment shall be made earlier than one year before the expiry of term.
b) Independent Director:
• An Independent Director shall hold office for a term up to five consecutive years on the
Board of the Company and will be eligible for re-appointment on passing of a special
resolution by the Company and disclosure of such appointment in the Board's Report
• No Independent Director shall hold office for more than two consecutive terms of
upto maximum of 5 years each, but such Independent Director shall be eligible for
appointment after expiry of three years of ceasing to become an Independent Director.
Provided that an Independent Director shall not, during the said period of three
years, be appointed in or be associated with the Company in any other capacity,
either directly or indirectly.
• At the time of appointment of Independent Director it should be ensured that
number of Boards on which such Independent Director serves is restricted to seven
listed companies as an Independent Director and three listed companies as an
Independent Director in case such person is serving as a Whole-time Director of a
listed company or such other number as may be prescribed under the Act.
3. Evaluation
The Committee shall carry out evaluation of performance of every Director, KMP and
Senior Management Personnel at regular interval (yearly).
4. Removal
Due to reasons for any disqualification mentioned in the Act or under any other
applicable Act, rules and regulations there under, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior
Management Personnel subject to the provisions and compliance of the said Act,
rules and regulations.
5. Retirement
The Director, KMP and Senior Management Personnel shall retire as per the applicable
provisions of the Act and the prevailing policy of the Company. The Board will have the
discretion to retain the Director, KMP, Senior Management Personnel in the same
position/ remuneration or otherwise even after attaining the retirement age, for the
benefit of the Company.
Policy for Remuneration to Directors/KMP/Senior Management Personnel
1. Remuneration to Managing/Whole-time/Executive/Managing Director, KMP and
Senior Management Personnel:
The Remuneration/Compensation/Commission etc. to be paid to Director/Managing
Director etc. shall be governed as per provisions of the Companies Act, 2013 and rules
made there under or any other enactment for the time being in force.
2. Remuneration to Non- Executive/Independent Director:
The Non-Executive Independent Director may receive remuneration /compensation/ commission as per the provisions of Companies Act, 2013. The amount of sitting fees
shall be subject to ceiling/ limits as provided under Companies Act, 2013 and
rulesmade there under or any other enactment for the time being in force.
56
Duties in relation to Nomination matters
The duties of the Committee in relation to nomination matters include:
• Ensuring that there is an appropriate induction in place for new Directors and members
of Senior Management and reviewing its effectiveness;
• Ensuring that on appointment to the Board, Non-Executive Directors receive a formal
letter of appointment in accordance with the Guidelines provided under the Act;
• Identifying and recommending Directors who are to be put forward for retirement by
rotation;
• Determining the appropriate size, diversity and composition of the Board;
• Developing a succession plan for the Board and Senior Management and regularly
reviewing the plan;
• Evaluating the performance of the Board members and Senior Management in the
context of the Company’s performance from business and compliance perspective;
• Making recommendations to the Board concerning any matters relating to the
continuation in office of any Director at any time including the suspension or
termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract.
• Delegating any of its powers to one or more of its members or the Secretary of the
Committee;
• Recommend any necessary changes to the Board; and
• Considering any other matters, as may be requested by the Board.
Duties in relation to Remuneration matters
The duties of the Committee in relation to remuneration matters include:
1. Considering and determining the Remuneration Policy, based on the performance and
also bearing in mind that the remuneration is reasonable and sufficient to attract
retain and motivate members of the Board and such other factors as the
Committee shall deem appropriate all elements of the remuneration of the
members of the Board.
2. Approving the remuneration of the Senior Management including key managerial of the
Company maintaining a balance between and incentive pay reflecting short and long
term performance objectives appropriate to the working of the Company. 3. Delegating any of its powers to one or more of its members or the Secretary of the
Committee.
4. Considering any other matters as may be requested by the Board.
Review and Amendment
i. The NRC or the Board may review the Policy as and when it deems necessary.
ii. The NRC may issue the guidelines, procedures, formats, reporting mechanism and
manual in supplement and better implementation to this Policy, if it thinks
necessary.
iii. This Policy may be amended or substituted by the NRC or by the Board as and when
required and also by the Compliance Officer where there is any statutory changes
necessitating the change in the policy.
57
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
BUSINESS PERFORMANCE AND OVERVIEW
The Management Discussion and Analysis Report is being included as part of the Directors’ Report, in
compliance to the Corporate Governance norms as suggested by the Listing Agreements with stock exchanges
and as approved by the Securities and Exchange Board of India (SEBI). The Management Discussion and
Analysis Report comprises of discussions on following matters:
INDUSTRY STRUCTURE AND DEVELOPMENTS
The Company is in the business of manufacturing textiles and garments. During the financial year 2014-15,
Indian economy went too many changes in every aspect, be it financial, economical or political. All these
changes have majorly effected the corporate environment in India. The duty free entitlement for import of
trimmings and embellishments used by the readymade textile garment sector for manufacture of garments for
exports is being increased from 3% to 5%. Specified goods imported for use in the manufacture of textile
garments for export are exempted from Basic Customs Duty (BCD) and Countervailing Duty (CVD) subject to
some conditions.
The Textile Sector in India ranks next to Agriculture. Textile is one of India’s oldest industries and has a
formidable presence in the national economy in as much as it contributes to about 14 per cent of
manufacturing value-addition, accounts for around one-third of our gross export earnings and provides gainful
employment to millions of people. The textile industry occupies a unique place in our country. One of the earliest to come into existence in India, it accounts for 14% of the total Industrial production, contributes to
nearly 30% of the total exports and is the second largest employment generator after agriculture.
India’s textile industry is one of the economy’s largest. In 2000/01, the textile and garment industries
accounted for about 4 percent of GDP, 14 percent of industrial output, 18 percent of industrial employment,
and 27 percent of export earnings (Hashim). India’s textile industry is also significant in a global context,
ranking second to China in the production of both cotton yarn and fabric and fifth in the production of synthetic
fibers and yarns.
OPPORTUNITIES AND THREATS
Opportunities: Global sentiment towards the Indian market has seen substantial improvement following the reforms initiated
in Policy and Regulatory norms by the Indian Government. Recent Government measures intended structural
reforms in the Indian economy are in the right direction to make India as a new manufacturing hub to the
World. In order to reduce the import bill, the Government planned to support the manufacturing capabilities in
India.
The unique structure of the Indian textile industry is due to the legacy of tax, labor, and other regulatory
policies that have favored small-scale, labor-intensive enterprises, while discriminating against larger scale,
more capital-intensive operations. The structure is also due to the historical orientation towards meeting the
needs of India’s predominately low-income domestic consumers, rather than the world market. Policy reforms,
which began in the 1980s and continued into the 1990s, have led to significant gains in technical efficiency and
international competitiveness, particularly in the spinning sector. However, broad scope remains for additional
reforms that could enhance the efficiency and competitiveness of India’s weaving, fabric finishing, and apparel
sectors.
58
RISK AND CONCERNS The Company is exposed to a variety of operational, business and market risks including but not limited to
technological changes, decrease in product prices, customer defaults, foreign exchange currency fluctuation,
interest rates risk and inventory carrying risk. The Company continuously monitors these risks. The objective
of Company’s risk management system is to prepare and maintain a proper strategy to ensure that risk
exposure arising out of business does not result in any financial crisis. The prevailing uncertainty in some legal
disputes/demands etc. raised against the Company, arbitrary disallowances in certain tax proceedings and
untenable disputes raised are the additional areas of concern perceived by your Company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequately adopted the procedures to ensure the proper internal control, suitable policies
and guidelines as required under various provisions of the Companies Act, 2013 and the Listing Agreement are in place. These policies, e.g. Vigil Mechanism policies/ Whistle Blower Policies, Risk Management Policy are
meant to comply with the requirement of the law, to reduce the possible threats of fraud and to ensure the
orderly and efficient conduct of the business of the Company. These policies and guidelines are adequately
monitored by the designated Committees of the Board. The Company apart from the above has also in place a
system of internal audit adequate in respect to the size and operations of the Company. M/s Rahul Lodha &
Associates, Chartered accountants had been the Internal Auditor of the Company for the financial year 2014-
15. No material discrepancies have been reported by them during the period of the Audit. The Company
prepares the financial information/Reporting as per the requisite requirements of the Companies Act, 2013
and the Listing Agreement, and place it to the Audit Committee and Board for the approval, once approved the
said financial results are submitted to the stock exchange and also placed on the website of the Company.
ROLE OF INDIAN TEXTILE INDUSTRY IN THE ECONOMY Textile industry plays a significant role in the economy. The Indian textile industry is one of the largest and
most important sectors in the economy in terms of output, foreign exchange earnings and employment in India.
It contributes 20 per cent of industrial production, 9 per cent of excise collections, 18 per cent of employment
in industrial sector, nearly 20 per cent to the country’s total export earnings and 4 percent ton the GDP. The sector employs nearly 35 million people and is the second highest employer in the country. The textile sector
also has a direct link with the rural economy and performance of major fiber crops and crafts such as cotton,
wool, silk, handicrafts and handlooms, which employ millions of farmers and crafts persons in rural and semi-
urban areas. It has been estimated that one out of every six households in the country depends directly or
indirectly on this sector.
India has several advantages in the textile sector, including abundant availability of raw material and labor. It is the second largest player in the world cotton trade. It has the largest cotton acreage, of about nine million
hectares and is the third largest producer of cotton fiber in the world. It ranks fourth in terms of staple fiber
production and fourth in polyester yarn production. The textile industry is also labor intensive, thus India has
an advantage.
IN GLOBAL SCENARIO
Developed countries' exports declined from 52.2% share in 1990 to 37.8 % in 2002. And that of developing
countries increased from 47.8% to 62.2 % in the same period. In 2003 the exports figures in percentage of the
world trade in Textiles Group (for select countries) were:
59
The above chart clearly shows that export of world trade in textile group. Among world textile group EU
occupies 34.80% of export, next China at 15.90%, USA at 6.40%, Republic of Korea at 6.00% Taipei, Ch at
5.50%, India and Japan at 3.80% respectively, Pakistan at 3.40%, turkey at 3.10% and Mexico at 1.20%.
HUMAN RESOURCE DEVELOPMENT
The company has only limited administrative staffs with no business operation, Human Resources/Industrial
Relations during the financial year have been dispute free and cordial. The company has a policy relating to the
remuneration to the of Whole time Director/ Executive/ Managing Director, Key Managerial Personnel (KMP)
and Senior Management Personnel, as required under the Companies, 2013 and the Clause 49 of the Listing
Agreement. The same was adopted by the board and placed on record. The Company has been operating with 10 employees during the year.
CAUTIONARY STATEMENT Investors are cautioned that statements in the Management Discussion and Analysis describing the Company’s
objectives, projections, estimates and expectations may be forward looking statements within the meaning of
applicable securities laws and regulations. Actual results could differ materially from those expressed or
implied. Important factors that could make a difference to the Company’s operations include economic conditions affecting demand / supply and price conditions in the domestic and overseas market in which the
Company operates, risks inherent in the Company’s growth strategy, change in Government regulations, tax
laws and other statutes and other incidental factors.
FUTURE OUTLOOK
Sunrise Asian Limited, is a fast growing, profitable company that is involved in the core business of trading in
textiles, chemicals, and precious metals in both the domestic as well as global markets. It is a cash rich, fast
growing entity that is poised to fast track its growth.
In the fiercely competitive field of high volume, low margin international trade, Sunrise Asian has proven
capabilities. While keeping our trajectory of the trading business intact, Sunrise Asian today is a transformed
entity with the acquisition of five successful and profitable Indus Group companies. This consolidation will add
to Sunrise Asian’s business potential and raise its operating margins, to the benefit of all stakeholders. The
newly acquired companies will benefit from access to the cash rich Sunrise Asian’s coffers which has reserves
close to Rs. 80 crores.
With rapid urbanization, the rise of an affluent and aspirational middle class, the market for real estate both
residential as well as commercial is on a sustained high. Indus Realtors Builders Limited has land banks across
different markets that were acquired at historical costs. It also has a well co ordinate team that designs, builds
and delivers projects within deadlines with excellent quality.
60
Indus Cine Production Private Limited began its journey in the annals of Indian cinema with a Bhojpuri
regional film – “Daamad Chahi Fokat Mein” (Want a son-in-law for free). Promoting a regional focus Indus Cine
Production focuses on Regional films, which have a great potential considering the vast numbers of languages,
cultures that form the Indian subcontinent. There are many new upcoming movies of the Production House.
Indus Meditech Private Limited is one of the leading Indian Pharmaceutical products and service companies that offer a suite of varied products that help combat disease and sustain health. The company has a range of
pharmaceutical products that include remedies for ailments related to ENT, Antibacterial, Typhoid and Para
typhoid, Productive cough, Allergies, Acidity, Nutritional deficiencies, Digestive systems and Inflammation. The
company is recently launching 5 new medicines which will be of Highest quality.
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]
61
REPORT ON CORPORATE GOVERNANCE
Corporate Governance is not merely the compliance of a set of regulatory laws and regulations but is a set of good and transparent practices that enable an organization to perform efficiently and ethically to generate long
term wealth and create value for all its stakeholders. It goes beyond building and strengthening the trust and
integrity of the Company by ensuring conformity with the globally accepted best governance practices. The
Securities and Exchange Board of India (SEBI) observes keen vigilance over governance and fulfillment of these regulations in letter and spirit, which entails surety towards sustainable development of the Company,
enhancing stakeholders’ value eventually.
COMPANY’S PHILOSOPHY ON CORPORATEGOVERNANCE
At SUNRISE ASIAN LIMITED, (‘the Company’), the adherence to the Corporate Governance practices not only
justifies the legal obedience of the laws but dwells deeper, conforming to the ethical leadership and stability. It
is the sense of good governance that our leaders portray which trickles down to the wider management and is
further maintained across the entire functioning of the Company. Your Company envisages the importance of
building trust and integrity through transparent and accountable communication with the internal and
external stakeholders as well as the customers of the Company. This involves keeping the stakeholders of the
Company updated on a timely basis about the development, the plans and the performance of the Company
with a view to establish the long term affiliations. The Company keeps itself abreast with the best governance
practices on the global front, at the same time conforming to the recent amendments.
The Board of Directors fully supports and endorses the Corporate Governance practices in accordance with the
provisions of Clause 49 of the Listing Agreement with the Stock Exchanges and the Voluntary Corporate Governance Guidelines to ensure good Corporate Governance practices across the Company in letter and in
spirit. The Company has complied with all the mandatory requirements of the said clause and listed below is
the status with regard to the same
BOARD OF DIRECTORS
The Board of Directors (“the Board”) of your Company provides leadership and guidance to the Company’s
management and directs, supervises and controls the performance of the Company. The Board plays a crucial
role of piloting the Company towards enhancement of the short and long term value interests of the
stakeholders. The Board comprises of the members distinguished in various fields such as management,
finance, law, marketing, technology and strategic planning. This provides reliability to the Company’s
functioning and the Board ensures a critical examination of the strategies and operational planning
mechanisms adopted by the management across the globe.
The Company has an optimum combination of Directors on the Board and is in conformity with Clause 49 of
the Listing Agreement. As on March 31, 2015, the Board comprised of 8 Directors out of which 3 are Non-
Executive Independent Directors, 4 are Executive Directors and 1 is Non-Executive Non- Independent Director.
Agenda papers of the Boards and its Committee meetings are circulated to the Directors well in advance of the
meetings, supported with significant information including that as enumerated in Annexure X to Clause 49 of
the Listing Agreement for an effective and well-informed decision making during the meetings.
The Board meets at regular intervals to discuss and decide on Company’s business policy and strategy apart
from other normal business. During the Financial Year 2014-2015, Seven (7) Board Meetings were held on
30th May, 2014, 14th August, 2014, 03rd November, 2014, 14th November, 2014, 24th January, 2015, 14th
February and 31st March, 2015. Time gap between any two meetings was not more than 120 days.
Details of the composition, category of the Directors, their attendance at the Board Meetings held during the
year & Annual General Meeting (AGM) held on September30, 2014, Directorships and Committee Memberships
are as under:
62
Name of the
Director
Category No. of
Board
Meetings
Attended
during
the year
No. of
Equity
Shares
held
as on
March
31, 2015
Attendance
at previous
AGM
Held
on
September
29,2014
(Y-Yes, N-
No)
Directo
rships
in
other
Public
Compan
ies
as on
March
31,
2015*
Committee
Chairmanships/
Memberships/ in other
Public
Companies as on
31.03.2015**
Chairman
ship
members
hip
KALPESH
MANHAR
JANI
Chairman &
Executive
Director
7
NIL Y 1 NIL NIL
DHEERAJ
KUMAR JAIN
Independent
Director 7 NIL Y NIL NIL NIL
MAHESH
KESHAR DEO
JOSHI
Executive
Director 7 1100 Y NIL NIL NIL
SANJIT JHA Whole-time
Director 6 NIL Y NIL NIL NIL
SANJIV
KUMAR
MISHRA
Whole-time
Director 6 NIL Y NIL NIL NIL
#ARUNESH Additional
Executive 5 NIL NA 1 NIL NIL
#NITESH
RANJAN
Additional Non
Executive &
Independent
5 NIL NA NIL NIL NIL
##Nirali Sunil
Mehta
Additional
Non-Executive
& Non
Independent
1 NIL NA NIL NIL NIL
#During the year under the review Mr. Arunesh and Mr. Nitesh Ranjan were appointed as Additional Director of
the Company w.e.f. 03rd November, 2015.
##During the year under the review Ms. Nirali Mehta was appointed as Additional Director of the Company w.e.f. 31st March 2015.
* The Directorships of other Indian Public Limited Companies only have been considered. Directorships of Foreign
Companies, Section 8 Companies and Private Limited Companies have not been considered.
**Memberships/Chairmanships in Audit Committee and Stakeholders Relationship Committee only of other Indian
Public Limited Companies have been considered.
The Board periodically reviews the compliance report of all laws applicable to the Company. All the Directors
have made necessary disclosures about the directorships and committee positions they occupy in other
companies. None of the Directors on the Board is a Member of more than 10 Committees and Chairman of more than 5 Committees across all Companies in which they are Directors.
The particulars of Directors, who are proposed to be re-appointed at the ensuing AGM, are given in the Notice
convening the AGM.
63
COMMITTEES OF BOARD OF DIRECTORS AUDIT COMMITTEE
The Audit Committee comprises of experts specializing in accounting / financial management. During the
Financial Year 2014-15, Six (6) meetings of the Audit Committee were held on 30th May, 2014, 14th August,
2014, 14th November, 2014, 17th January, 2015, 14th February, 2015 and 31st March, 2015. The time gap
between any two meetings was not more than 4 months and the Company has complied with all the
requirements as mentioned under the Listing Agreement and the Companies Act, 2013.
Details of the composition of the Committee and attendance during the year are as under:
Name of the Director Category No. of Meetings
Attended
Mr. Kalpesh Manhar Jani Chairman of Committee and Independent Director 6
Mr. Dheeraj Kumar Jain Member and Independent Director 6
Mr. Mahesh Joshi Member and Whole Time Director 6
The terms of reference of the Audit Committee were enlarged by the Board in order to cover the matters
specified under revised Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013. This
Committee has powers and roles comprising of Financial Reporting and disclosure, recommendation of
appointment/removal of Auditors, reviewing of company’s results, evaluation of Independent Directors
performances, and all such and terms of reference as enumerated on the company’s website at http://www.sunriseasian.net
NOMINATION AND REMUNERATION COMMITTEE The Committee’s constitution and terms of reference are in compliance with provisions of section 178 of the
Companies Act, 2013, Clause 49 of the Listing Agreement and the Securities and Exchange Board of India
(Share Based Employee Benefits Regulations, 2014, as amended from time to time.
During the Financial Year 2014-15, Four (4) meetings of the Committee were held on 30th May, 2014, 14th
August, 2014, 21st January, 2015 and 31st March, 2015.
Details of composition of the Committee and attendance during the year are as under:
Name of the Director Category No. of Meetings
Attended
Mr. Dheeraj Kumar Jain Chairman of Committee and
Independent Director
5
Mr. Kalpesh Manhar Jani Independent Director 5
*Mr. Nitesh Ranjan Independent Director 1
*Appointed w.e.f. 31st March 2015
The terms of reference of the Nomination & Remuneration Committee were enlarged by the Board in order to
cover the matters specified under revised Clause 49 of the Listing Agreement and Section 178 of the Companies
Act, 2013. This Committee has powers to recommend/ approve remuneration, Identification of Persons who
are qualified to become director, Recommend to the board their appointment and removal, approve
remuneration of Non Executive Directors and all such and terms of reference as enumerated on the company’s
website at http://www.sunriseasian.net
Remuneration Policy for Key Managerial Personnel and other Employees of the Company The Company’s Remuneration Policy for Key Managerial Personnel and Other employees is driven by the
success and the performance of the Company and the individual & industry benchmarks and is decided by the
Nomination and Remuneration Committee. Through its compensation programme, the Company endeavors to attract, retain, develop and motivate a high performance workforce. The Company follows a mix of fixed/
variable pay, benefits and performance related pay. The Remuneration Policy for Key Managerial Personnel
and Other employees of the Company is attached as Annexure VI to the Directors’ Report forming part of this
Annual Report.
64
Remuneration of the Whole-time Director The Remuneration Committee of the Board is authorized to decide the remuneration of the Whole-time
Director (“WTD”) subject to the approval of the Members and the Central Government, if required. According
to the decision of the Board, no remuneration was paid to the WTDs.
SHAREHOLDERS COMMITTEE
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. Four (4) meetings of the Committee were held during the year 2014-15 on 9th
May, 2014, 21st November, 2014 6th February, 2015 and 13th February 2015. The details of composition of
the Committee and attendance during the year are as under:
Sr.
No.
Name of
Committee
members
Category No. of Meetings
Attended
1 Mr. Kalpesh Manhar
Jani
Chairman and Independent
Director
4
2 *Ms. Nirali Mehta Member 1
*Appointed w.e.f. 31st March 2015
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. Five (5) meetings
of the Committee were held during the year 2014-15 on 30th May, 2014, 14th August, 2014, 14th November,
2014, 14th February, 2015 and 31st March, 2015. The details of composition of the Committee and attendance during the year are as under:
Sr.
No.
Name of Directors Category No. of Meetings
Attended 1 *Mr. Nitesh Ranjan Chairman 1
2 *Mr. Arunesh Sita Member 1
3 Mr. Mahesh Joshi Member 5 *Appointed w.e.f. 31st March 2015
The terms of reference were enlarged by the Board to be in line with Section 178 of the Companies Act, 2013
and revised clause49 of the Listing Agreement. The Committee reviews Shareholder’s/ Investor’s complaints
like non-receipt of Annual Report, physical transfer/ transmission/transposition, split/ consolidation of share
certificates, issue of duplicate share certificates etc. This Committee is also empowered to consider and resolve
the grievance of other stakeholders of the Company including security holders.
The Company did not receive complaints and hence there was no pending complain as on March 31, 2015. The
Company receive 70 transfer requests during the year, but no request was pending for approval as on March
31, 2015
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.
65
S. N. Name of Committee
members
Designation Designation in Committee
1 Mr. Kalpesh Manhar Jani Independent Director Chairman
2 Ms. Nirali Mehta Non-executive & Non Independent
Director
Member
3 Mr. Nitesh Ranjan Whole Time Director Member
GENERAL BODY MEETINGS Venue, day, date and time of last three AGMs:
Meeting and Venue Day & Date and Time Special
Resolution(s)
Passed 30th September, 2014 Russi Mehta Hall, RTO Lane, Near
Tulsiwadi Post Office, Tardeo, Mumbai - 400 034
NIL
30thSeptember, 2013 Russi Mehta Hall, RTO Lane, Near
Tulsiwadi Post Office, Tardeo, Mumbai - 400 034
NIL
29th September, 2012 3rd Floor, Forbes Building, Charan Jeet
Singh Rai Marg, Fort, Mumbai – 400 002
NIL
TRAINING FOR BOARD MEMBERS Pursuant to clause 49(II) (B) (7) of the Listing Agreement, the Company has put in place a system to familiarize
its Independent Directors with the Company, their roles, rights & responsibilities in the Company, nature of the
industry in which the Company operates, business model of the Company, etc. Presentation was made for the
newly appointed Independent Directors to make them aware of their roles & duties and Code for Independent Directors, Code of Conduct for Non Executive Directors and Code of Conduct for Prevention of Insider Trading
as issued by the Company are also shared with them at the time of their appointment/ re-appointment.
Further, presentations are also made from time to time at the Board and its Committee meetings, on quarterly
basis, covering the business & financial performance of the Company & its subsidiaries, quarterly/ annual
financial results, revenue and capital budget, review of Internal Audit findings etc.
The details of such familiarization programmes are disclosed on the Company’s website at the link
http://www.sunriseasian.net
PERFORMANCE EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has
carried out the annual performance evaluation of its own performance, the Directors individually as well as the
evaluation of the working of its Audit Committee, Nomination & Remuneration Committee, and Stakeholders
Relationship Committee. The performance of individual Directors including the Chairman of the Board was evaluated on parameters such as attendance and participation in the Meetings, preparedness for the meetings,
understanding of the Company & the external environment in which it operates, contribution to strategic
direction, raising of valid concerns to the Board, constructive contribution to issues, active participation at
meetings and engaging with & challenging the management team without confronting or obstructing the proceeding of the Board and its Committee meetings of which the Director is a member. The performance
evaluation ofthe Independent Directors was carried out by the entire Board. The performance evaluation of the
Chairman and the Non Independent Directors was carried out by the Independent Directors at its meeting. The
Directors expressed their satisfaction with the evaluation process.
DISCLOSURES
i. Related Party Transactions
The transactions with related parties as per Accounting Standard AS-18 are set out in Notes to accounts under
Note no. 21 forming part of financial statements. All transactions entered into with Related Parties as defined
66
under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the
ordinary course of business and on an arm’s length pricing basis. There were no materially significant
transactions with related parties during the financial year which were in conflict with the interest of the
Company. Suitable disclosures as required by the relevant Accounting Standards (AS18) have been made in the
Notes to the Financial Statements. The Board has approved a policy for related party transactions which has
been uploaded on the Company’s website at the link: http://www.sunriseasian.net/Policies.html
ii. Disclosures from Senior Management
In Compliance with Clause 49 (VIII) (D) (2) of the Listing Agreement, disclosures from Senior Management are
obtained on quarterly basis to the effect that they have not entered into any material, financial and commercial transactions, where they have personal interest that may have potential conflict with the interest of the
Company at large.
iii. Compliances by the Company
The Company has complied with the requirements of the Regulatory Authorities on matters related to the
capital market during the last three years but due to the late submission of the Financial Results under clause
41 of the Listing Agreement for the quarter ended December 2013 to Quarter ended June 2014, BSE had levied
a penalty on the Company. No other penalties/ strictures have been imposed against the Company by the Stock Exchanges or SEBI or any other Regulatory Authority on any matter related to capital market during the last
three years.
iv. Whistle Blower Policy/ Vigil Mechanism
The Company has adopted a Whistle Blower Policy to provide a vigil mechanism to directors, employees,
agents, consultants, vendors and business partners to disclose instances of wrong doing in the workplace. The
object of this Whistle Blower Policy is to encourage individuals to disclose and protect such individuals in the
event of a disclosure. The Company is keen on demonstrating the right values and ethical, moral and legal
business practices in every field of activity within the scope of its work. The objective of this policy is to
provide a vigil mechanism and framework to promote responsible whistle blowing and ensure effective
remedial action and also protect the interest of the whistle blower as guided by legal principles. This policy is intended to:
a. Encourage and enable directors, employees, agents, consultants, vendors and business partners to raise
issues or concerns, which are either unacceptable or patently against the stated objectives, law or ethics, within the Company.
b. Ensure that directors, employees, agents, consultants, vendors and business partners can raise issues
or concerns without fear of victimization, subsequent discrimination or disadvantage thereof.
c. Reassure the whistle blower(s) that they will be protected from possible reprisals or victimization if
they have made disclosure/s in good faith.
d. Ensure that where any wrong doing by the Company or any of its directors, employees, agents,
consultants, vendors or business partners is identified and reported to the Company under this policy,
it will be dealt with expeditiously and thoroughly investigated and remedied. The Company will further examine the means of ensuring how such wrong doing can be prevented in future and will take
corrective action accordingly.
The policy also provides adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.
No person has been denied access to the Audit Committee. All complaints received under the said policy are
reviewed by the Audit Committee at its meeting held every quarter. In staying true to our values of Strength,
Performance and Passion and in line with Company’s vision of being one ofthe most respected companies in
India; the Company is committed to the high standards of Corporate Governance and stakeholder
responsibility.
67
v. CEO/CFO Certification
Certification on financial statements pursuant to Clause 49(V) of the Listing Agreement has been obtained from
the Chief Financial Officer of the Company. Extract of the same is given at the end of this Report.
vi. Code of Conduct for Directors and Senior Management
The Board has laid down Codes of Conduct for Executive Directors & Senior Management and for Non-
Executive/ Independent Directors of the Company. The Codes of Conduct have been circulated to the Board and Senior Management and the compliance of the same has been affirmed by them. A declaration signed by
the CFO in this regard is given at the end of this Report. The Code of Conduct is available on website of the
Company at the link http://www.sunriseasian.net/code-of-conduct.html
vii. Code of Conduct for Prohibition of Insider Trading
The Company has framed the Code of Conduct for Prohibition of Insider Trading’ pursuant to the SEBI(Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, which is applicable to
its Directors, Officers, and Designated Employees. The Code includes provisions relating to disclosures, opening
and closure of Trading Window and Pre-Clearance of trades procedure. In compliance with SEBI Regulations
the Company sends intimations to Stock Exchanges from time to time.
viii. Subsidiary Companies
As on March 31, 2015, the Company has One (5) subsidiaries. The Company has no material non-listed Indian
Subsidiary Company as defined in Clause 49(V) of the Listing Agreement. However, a policy on material
subsidiaries has been formulated and the same is available on website of the Company at the link http://www.sunriseasian.net/Policies.html. The consolidated financial statements of the Company and its
subsidiaries are reviewed by the Audit Committee.
ix. Risk Management & Internal Control
The Company has implemented a comprehensive ‘Enterprise Risk Management’ framework in order to
anticipate, identify, measure, mitigate, monitor and report the risks to meet the strategic business objectives, details of which are given in the Risk Management section under ‘Management Discussion and Analysis Report‘
which forms part of this Annual Report. The Company has a competent in-House Internal Audit team which
prepares and executes a vigorous Audit Plan covering various functions such as operations, finance, human
resources, administration, legal and business development etc. across different geographies. The team presents their key audit findings of every quarter to the Audit Committee. The management updates the members about
the remedial actions taken or proposed for the same. The suggestions and comments from the Committee
members are vigilantly incorporated and executed by the Company.
x. Sexual Harassment Policy
The Company has an anti-sexual harassment policy to promote a protective work environment. The complaints
received by the Sexual Harassment Committee with details of action taken thereon are reviewed by the Audit
Committee at its meeting held every quarter.
xi. Management Discussion and Analysis Report
The Management Discussion and Analysis Report forms part of this Annual Report.
xii. Independent Directors
The Independent Directors of the Company have the option and freedom to meet and interact with the
Company’s Management as and when they deem it necessary. They are provided with necessary resources and support to enable them to analyze the information/data provided by the Management and help them to
perform their role effectively.
68
xiii. Share Reconciliation Audit
As stipulated by SEBI, a Qualified Practicing Company Secretary carries out Reconciliation of Share Capital
Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the Stock Exchange. The Audit confirms that the total
Listed and Paid-up capital is in agreement with the aggregate of the total number of shares in dematerialized
form and in physical form.
xiv. Mandatory Requirements of Clause 49
The Company has complied with all applicable mandatory requirements of Clause 49 of the Listing Agreement.
MEANS OF COMMUNICATION
The announcement of quarterly and annual financial results to the Stock Exchanges is followed by media call
and earnings conference calls. The quarterly and annual consolidated financial results are normally published
in The Free Press Journal / Business Standard (English) and Navshakti/ Mumbai Lakshwadeep (Marathi)
newspapers. The following information is promptly uploaded on the Company’s website viz.
http://www.sunriseasian.net/
• Standalone and consolidated financial results, investors’ presentations, press release, fact sheet and
transcript of earnings conference calls.
• Shareholding pattern (clause 35 of Listing Agreement) and Corporate Governance compliance reports
(clause 49 of the Listing Agreement) filed with Stock Exchanges on a quarterly basis.
GENERAL SHAREHOLDER INFORMATION
i. Annual General Meeting
Day, Date & Time Monday, 28th September, 2015 at 9.30A.M
Venue
Russi Mehta Hall, RTO Lane, Near Tulsiwadi Post Office, Tardeo, Mumbai - 400 034
ii. Financial year
April 1 to March 31
Financial Calendar (Tentative) – Financial Year 2015-2016
1st Quarter On or before 15th August, 2015
2nd Quarter On or before 15th November, 2015
3rd Quarter On or before 15th February, 2016
4th Quarter On or before 30th May, 2016
Audited yearly result for the year ended
March 2016- End of May 2016
iii. Dates of Book Closure (both days inclusive)
Monday, September 21, 2015 to Monday, September 28, 2015
iv. Dividend
In order to conserve the resources for the further growth of the Company, your Directors think fit not
to recommend any dividend for the year under review.
v. Listing on Stock Exchanges and Payment of Listing Fees
69
The equity shares of the Company are listed on the BSE Limited (BSE). Annual Listing fees for the
Financial Year 2015-2016 were paid by the Company to BSE in time.
vi. Custodian Fees to Depositories The Company has paid fees for year ended 2015-2016 to National Securities Depository Limited (NSDL) and
Central Depository Services (India) Limited (CDSL) in time.
vii. (a) Stock Code / Symbol
BSE 506615
ISIN in (NSDL and CDSL INE917D01011
Corporate Identity Number (CIN) L51900MH1981PLC025740
viii. Market Price Data
The market price data i.e. monthly high and low prices of the Company’s shares on BSE are given below:
Month BSE
Share Price (Rs.) No. of Shares Traded
High Low
April, 2014 499.4 384.65 3011803
May, 2014 497.4 392.1 2491210
June, 2014 564.9 422 2661513
July, 2014 493.4 357.6 1485765
August, 2014 493 340 1872482
September, 2014 494 481 1888467
October, 2014 492.7 470.2 1355050
November, 2014 569 381.2 1458760
December, 2014 500 460 1806468
January, 2015 494.8 468.8 1390058
February, 2015 519.95 411 1471387
March, 2015 498.3 394.8 2257664
* Source: BSE Website
ix. Registrar & Transfer Agent
Adroit Corporate Services Pvt. Ltd.
Registrar & Share Transfer Agent
19, Jaferbhoy Industrial Estate,
Makwana Road, Marol Naka,
Andhei (East), Mumbai-400059
x. Share Transfer System
The transfer of shares in physical form is generally processed by Registrar & Transfer Agent within a period of
seven days from the date of receipt thereof, provided all the documents are in order. In case of shares in
electronic form, the transfers are done by Depositories viz. NSDL and CDSL. In compliance with Clause 47(c) of
the Listing Agreement, the Company obtains a certificate from a Practicing Company Secretary on a half-yearly
basis confirming that all certificates have been issued within one month from the date of lodgment for transfer,
sub-division, consolidation etc.
xi. Distribution of shareholding as on March 31, 2015
70
Share Holding(Nominal
Value) Rs.
Shareholders Nominal Capital
No. % No. %
Upto 5,00 179 21.41 163640.00 0.04
501-1,000 48 5.74 403720.00 0.09
1,001-2,000 45 5.38 735270.00 0.16
2,001-3,000 38 4.55 970990.00 0.21
3,001-4,000 45 5.38 1670230.00 0.37
4,001-5,000 37 4.43 1738450.00 0.38
5,001-10,000 107 12.80 8234950.00 1.80
10,001 and above 337 40.31 442713350.00 96.95
TOTAL 836 100.00 456630600.00 100.00
The Shareholding pattern as on March 31, 2015 is given as under:
Top 10 Shareholders as on March 31, 2015
Sr.
No.
Name of Share holders Category of
Shareholder
No. of shares %
1. IVORY VYAPAAR PRIVATE
LIMITED
Corporate Body
6394370 14.00
2. SKUNG TRADELINK
LIMITED
Corporate Body –
Broker 4120167 9.02
3. ICEWORTH REALITY LLP Corporate Body 2714956 5.95
4. F6 FINSERVE PVT LTD Corporate Body 2435746 5.33
5. MANASI COMMODITIES LLP Corporate Body 2100000 4.60
6. TASMSEEM COMMERCIAL LLP
Corporate Body 2100000 4.60
7. MIHIR CONSULTANCY AND
TRADING PRVATE LIMITED
Corporate Body 957884 2.10
8. HONEST MERCHANDISE
PRIVATE LIMIT
Corporate Body 910941 1.99
9. SVJ FABRICS PRIVATE
LIMITED
Corporate Body 734719 1.61
10. COMFORT SECURITIES LTD Corporate Body 704359 1.5
TOTAL 23173142 50.75
xii. Dematerialization of Shares and Liquidity
Trading in the Company’s shares is permitted only in dematerialized form. The Company has established
connectivity with both the Depositories viz. CDSL through its Registrar & Share Transfer Agents, whereby the
investors have the option to dematerialize their shares with either of the depositories. The Company obtains a certificate from a Practicing Company Secretary every quarter, which confirms that total issued capital of the
Company is in agreement with total number of shares in dematerialized form with CDSL and shares in physical
form.
Shares held in dematerialized and physical form as on March31, 2015
Particulars No. of shares % of Total Issued
Capital
Held in dematerialized form in
CDSL (only Equity shares)
34244953 74.99
Held in dematerialized form in
NSDL (only Equity shares)
9766631 21.39
Physical (only Equity shares) 1651476 3.62
Total 45663060 100.00
71
xiii. Address for Correspondence
913, 9th Floor, Raheja Center,
Free Press Journal Marg, Nariman Point, Mumbai-400021
Place: Mumbai
Dated: 14th August, 2015
72
CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE UNDER
CLAUSE 49 OF THE LISTING AGREEMENT
To the Members of
SUNRISE ASIAN LIMITED
Mumbai
We have examined the compliance of the conditions of Corporate Governance by SUNRISE ASIAN
LIMITED having its Registered Office at 913, Raheja Center, Free Press Journal Marg, Nariman Point,
Mumbai -400021 for the year ended on March 31, 2015, as stipulated in Clause 49 of the Listing
Agreement entered into by the said Company with the Stock exchanges viz BSE Ltd (BSE). The
compliance of conditions of Corporate Governance is the responsibility of the management. Our
examination was limited to procedures and implementation thereof, adopted by the Company for
ensuring the compliance of the conditions of Corporate Governance as stipulated in the said clause. It
is neither an audit nor an expression of opinion on the Financial Statement of the Company.
In our opinion and to the best of our information and according to the explanations give to us, we
certify that the Company has complied with the conditions of Corporate Governance as stipulated in
clause 49 of the Listing Agreement. We further state that such compliance is neither an assurance as
to the future viability of the Company nor the efficiency or effectiveness with which the management
has conducted the affairs of the Company.
For
Vikash Jindal & Associates
Chartered Accountants
FRN: 129922W
Sd/-
Vikash Jindal
Proprietor
M. No.: 408934
Place: Mumbai
Date: 14th August, 2015
73
CERTIFICATION FROM THE CFO:
In terms of clause 49 IX of the Listing Agreement with the BSE, I hereby certify as under:
a. I have reviewed financial statements and the cash flow statement for the year ended March 31,
2015 and that to the best of my knowledge and belief:
1) these statements do not contain any materially untrue statement or omit any material
fact or contain statements that might be misleading;
2) these statements together present a true and fair view of the Company’s affairs and are in
compliance with existing accounting standards, applicable laws and regulations.
b. There are, to the best of my knowledge and belief, no transactions entered into by the
Company during the year which are fraudulent, illegal or violative of the Company’s Code of
Conduct.
c. I accept responsibility for establishing and maintaining internal controls for financial reporting
and that I have evaluated the effectiveness of internal control systems of the Company
pertaining to financial reporting. I have disclosed to the auditors and the Audit Committee,
deficiencies in the design or operation of such internal controls, if any, of which I am aware and
the steps I have taken or propose to take to rectify these deficiencies.
There have been no
i. Significant changes in internal control over financial reporting during the year;
ii. Significant changes in accounting policies during the year;
iii. Instances of fraud of which we have become aware and the involvement therein, of the
management or an employee having significant role in the Company’s internal control
system over financial reporting.
FOR SUNRISE ASIAN LIMITED
Sd/-
SRASHTI SHARDA
CHIEF FINANCIAL OFFICER
Place: Mumbai
Date: 14th August, 2015
74
DECLARATION BY THE CHIEF FINANCIAL OFFICER ON ‘CODE OF CONDUCT’
I hereby confirm that:
The Company has obtained from all the members of the Board and senior management, affirmation
that they have complied with the Code of Conduct as applicable to them.
FOR SUNRISE ASIAN LIMITED
Sd/-
SRASHTI SHARDA
CHIEF FINANCIAL OFFICER
Place: Mumbai
Date: 14th August, 2015
75
INDEPENDENT AUDITOR’S REPORT
To the Members of
Sunrise Asian Limited
Report on the Financial Statements
We have audited the accompanying financial statements of Sunrise Asian Limited which comprise
the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flows for the
year then ended, and a summary of significant accounting policies and other explanatory information.
Management’s Responsibility for the Financial Statements
The Company's Board of Directors are responsible for the matters stated in Section 134(5) of
Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these financial
statements that give a true and fair view of the financial position, financial performance and cash
flows of the Company in accordance with the Accounting principles generally accepted in India,
including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility includes maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; design,
implementation and maintenance of adequate internal financial controls, that are operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the financial statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit.We
conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free
from material misstatement.
We conducted our audit in accordance with the Standards on Auditing specified under Section 43(10)
of the Act. Those Standards require that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free from
material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures
in the financial statements. The procedures selected depend on the auditor’s judgment, including the
assessment of the risks of material misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers internal control relevant to the
Company’s preparation and fair presentation of the financial statements inorder to design audit
procedures that are appropriate in the circumstances. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of the accounting estimates made
by management, as well as evaluating the overall presentation of the financial statements. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Qualified Opinion
76
In our opinion and to the best of our information and according to the explanations given to us, except
for the effects of the matters described in the basis of Qualified Opinion paragraph, the financial
statements give the information required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in India:
a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;
b) in the case of the Statement of Profit and Loss, of the loss for the period ended on that date;
and
c) in the case of Cash Flow Statement, of the cash flows for the period ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2015,("the order") issued by the central
Government of India in terms of subsection (11) of 143 of the Act, we give in the Annexure a
statement on the matters specified in the paragraph 3 and 4 of the order, to the extent applicable.
2. As required by section 143(3) of the Act, we report that:
a) We have obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purpose of our audit;
b) In our opinion proper books of account as required by law have been kept by the Company so far
as appears from our examination of those books;
c) The Balance Sheet, Statement of Profit and Loss dealt with by this Report are in agreement with
the books of account;
d) In our opinion, the Balance Sheet, the Statement of Profit & Loss and the CashFlow Statement
comply with the Accounting Standards referred to in Section 211(3C) of the Act read with the
General Circular 15/2013 dated September 13, 2013 issued by the Ministry of Corporate Affairs;
and
e) On the basis of written representations received from the directors as on March 31, 2015, and
taken on record by the Board of Directors, none of the directors is disqualified as on March 31,
2015, from being appointed as a director in terms of section 164 of the Companies Act, 2013.
For Vikash Jindal & Associates Firm Regn. No. : 129922W
Chartered Accountants
(Vikash Jindal) Proprietor
Membership No. : 408934
Place: Mumbai
Date: 30-05-2015
77
TO THE INDEPENDENT AUDITORS’ REPORT
(Referred to in Paragraph (1) of our Report of even date) (i) (a) The Company has maintained proper records showing full particulars including quantitative details
and situation of fixed assets.
(b) As explained to us, all the fixed assets have been physically verified by the management during
the period and no material discrepancies were noticed on such physical verification.
(c) During the year, the Company has not disposed off any fixed assets.
(a) (a) As explained to us, inventories have been physically verified during the year by the management at
reasonable intervals.
(b) In our opinion and according to the information and explanations given to us, the procedures of
physical verification of inventories followed by the management are reasonable and adequate in
relation to the size of the company and the nature of its business.
(c) In our opinion and on the basis of our examination of the records, the Company is generally
maintaining proper records of its inventories. No material discrepancy was noticed on physical
verification of stocks by the management as compared to book records. (iii) (a) According to the information and explanations given to us and on the basis of our examination of
the books of account, the Company has not granted loan to any party listed in the register
maintained under Section 189 of the Companies Act, 2013. Thus sub clause (b), (c) and (d) of the
order are not applicable to the Company.
(e) According to the information and explanations given to us and on the basis of our examination of
the books of account, the Company has not taken loans from any party listed in the register
maintained under Section 189 of the Companies Act, 2013. Thus sub Clause (f) and (g) of the
order are not applicable to the company. (iv) In our opinion and according to the information and explanations given to us, there are adequate
internal control procedures commensurate with the size of the Company and nature of its business with regard to purchases of fixed assets and for the sale of services. In our opinion and according to the
information and explanations given to us, there is no continuing failure to correct major weaknesses in
internal control.
(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts and arrangements referred to in section 189 of the Companies Act,
2013 have been entered in the register required to be maintained under that section.
(vi) During the year, the Company has not accepted any deposits. As such, the compliance with directives
issued by the Reserve Bank of India and the provisions of section 73 and 78 the Act and the rules
framed there under are not applicable.
(vii) As per information and explanations given by the management, the Company has an internal audit
system commensurate with its size and the nature of its business. (viii) As per information and explanation given by the management, maintenance of cost records has not
been prescribed by the Central Government under
sub-section (1) of section 148 of the Companies the Act, 2013.
(ix) (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2015 for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there is no amounts payable in respect
78
of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not
been deposited on account of any disputes. (x) The Company does not have any accumulated losses at the end of the financial year. The Company has
not incurred cash losses during the financial year covered by our audit, though it has incurred cash
losses in the immediately preceding financial year. (xi) Based on our audit procedures and on the information and explanations given by the management, we
are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution,
bank or debenture holders. (xii) According to the information and explanations given to us, the Company has not granted loans and
advances on the basis of security by way of pledge of shares, debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund, nidhi or mutual benefit fund/society. Therefore, the
provisions of clause 4(xiii) of the Companies (Auditor’s Report) Order 2003 are not applicable to the
Company.
(xiv) The Company has kept adequate records of transactions and contracts in respect of dealing or trading
in shares, securities, debentures and other investment made by company and timely entries have been
made therein. The Company’s investments are held in its own name.
(xv) According to the information and explanations given to us, the Company has not given any corporate
guarantee for loan taken by others from bank or financial institution.
(xvi) Based on the information and explanations given to us and on an overall examination of the Balance
Sheet of the Company as at 31st March, 2015, we report that the company has not raised any term loan
during the year.
(xvii) Based on the information and explanations given to us and on an overall examination of the Balance
Sheet of the Company as at 31st March, 2015, we report that no funds raised on short-term basis have
been used for long-term investment by the Company.
(xviii) Based on the audit procedures performed and the information and explanations given to us by the
management, we report that the Company has not made any preferential allotment of shares during the
year to the parties covered under section 189 of the Act.
(xix) The Company did not have any outstanding debentures during the year.
(xx) The Company has not raised any money by way of public issues during the year.
(xxi) Based on the audit procedures performed and the information and explanations given to us, we report
that no fraud on or by the Company has been noticed or reported during the year, nor have we been
informed of such case by the management.
For Vikash Jindal & Associates (iv) Firm Regn. No. : 129922W (v)
Chartered Accountants
(Vikash Jindal) (vi) Proprietor (vii)
Membership No. : 408934
Place: Mumbai
Date: 30-05-2015
Particulars Note
No.
As at
31st March, 2015
As at
31st March, 2014
I. EQUITY AND LIABILITIES
(1) Shareholder's Funds
(a) Share Capital 2 456,630,600 456,630,600
(b) Reserves and Surplus 3 #WERT! 326,134,248
(c) Money received against share warrants - -
(2) Non-Current Liabilities
(a) Long-Term Borrowings 4 40,517,630 56,963,900
(b) Deferred Tax Liabilities (Net) 129,951 8,802
(3) Current Liabilities
(a) Short-Term Borrowings 5 3,694,980 2,438,420
(b) Trade Payable 6 1,092,038,571 781,604,001
(c) Other Current Liabilities 7 32,915,796 33,296,279
(d) Short-Term Provisions 8 11,630,406 6,731,555
Total #WERT! 1,663,807,805
II.ASSETS
(1) Non-Current Assets
(a) Fixed Assets 9
Tangible Assets 6,409 10,682
Intangible Assets 836,837 836,837
(b) Non-current investments 10 197,242,989 68,193,000
(c) Long term loans and advances 11 653,169,170 637,843,308
(2) Current Assets
(a) Inventories 12 - 65,952,830
(b) Trade Receivables 13 1,101,755,428 851,806,964
(c) Cash and cash equivalents 14 1,308,375 432,746
(d) Short-term loans and advances 15 18,894,648 38,731,438
Total 1,973,213,856 1,663,807,805
Notes 1 to 29 are an integral part of the Financial statements
#WERT!
As per Our Report of Even Date
For Vikash Jindal & Associates For Sunrise Asian Limited
Chartered Accountants
(Vikash Jindal) (Kalpesh Jani) (Mahesh Joshi)
Proprietor (DIN 00656508) (DIN 00655923)
Membership No. : 408934 Director Director
Firm Reg. No.: 129922W
Place: Mumbai (Sonal Singhal) (Srashti Sharda)
Dated: 30-05-2015 Company Secretary Chief Financial Officer
79
SUNRISE ASIAN LIMITED
BALANCE SHEET AS AT 31ST MARCH, 2015
Sr.
No
Particulars Note
No.
As at
31st March, 2015
As at
31st March, 2014
I Revenue from operations 16 1,698,859,985 1,134,580,505
II Other Income 17 3,331,865 10,450
III III. Total Revenue (I +II) 1,702,191,850 1,134,590,955
IV Expenses:
Purchase of Stock-in-Trade 18 1,611,728,209 1,117,216,476
Changes in Inventories 19 65,952,830 562,434
Employee Benefit Expense 20 1,162,000 2,750,981
Depreciation and Amortization Expense 21 4,273 425,540
Other Expenses 22 8,798,433 3,327,366
Total Expenses (IV) 1,687,645,746 1,124,282,797
V Profit before tax (III - IV) 14,546,105 10,308,158
VI Tax expense:
(1) Current tax 4,898,851 3,350,000
(2) Deferred tax 121,149 3,301
VII Net Profit for the Year (V-VI) 9,526,105 6,954,857
VIII Earning per equity share:
Basic and Diluted 0.21 0.02
Notes 1 to 29 are an integral part of the Financial statements
As per Our Report of Even Date
For Vikash Jindal & Associates For Sunrise Asian Limited
Chartered Accountants
(Vikash Jindal) (Kalpesh Jani) (Mahesh Joshi)
Proprietor (DIN 00656508) (DIN 00655923)
Membership No. : 408934 Director Director
Firm Reg. No.: 129922W
Place: Mumbai (Sonal Singhal) (Srashti Sharda)
Dated: 30-05-2015 Company Secretary Chief Financial Officer
80
SUNRISE ASIAN LIMITED
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2015
Sr Particulars
No. FY 2014-15 FY 2013-14
A. Cash Flow from Operating Activities
Net profit before Taxation and extra ordinary item 14,546,105 10,308,158
Adjustment from:
Depreciation 4,273 425,540
Operating profit before working capital changes 14,550,378 10,733,698
Decrease/(Increase) in Sundry Debtors (249,948,464) (298,683,776)
Decrease/(Increase) in Inventories 65,952,830 562,434
Decrease/(Increase) in Other Current Assets 19,836,790 -
Decrease/(Increase) in Loans and Advances (15,325,862) 5,624,791
(Decrease)/Increase in Current Liabilities 311,310,646 280,486,181
Cash Generated from Operation 146,376,318 (1,276,672)
Direct Tax paid - (22,686)
Net Cash Flow from Operating activities (A) 146,376,318 (1,299,358)
B. Cash Flow from Investing activities
Decrease/(Increase) in Non-Current Investments (129,049,989) -
Net Cash Flow from Investing activities (B) (129,049,989) -
C. Cash Flow from financing activities
(Decrease)/Increase in Long-term borrowings (16,446,270) 3,356,800
Increase/(Decrease) in Share Capital and Reserves - (2,881,000)
Net Cash Flow from Financing activities (C) (16,446,270) 475,800
Net increase in cash and cash equivalents (A+B+C) 880,059 (823,558)
Cash and cash equivalents at beginning of year 432,746 1,256,304
Cash and cash equivalents at end of year 1,312,804 432,746
Notes 1 to 29 are an integral part of the Financial statements
As per Our Report of Even Date
For Vikash Jindal & Associates For Sunrise Asian Limited
Chartered Accountants
(Vikash Jindal) (Kalpesh Jani) (Mahesh Joshi)
Proprietor (DIN 00656508) (DIN 00655923)
Membership No. : 408934 Director Director
Firm Reg. No.: 129922W
Place: Mumbai (Sonal Singhal) (Srashti Sharda)
Dated: 30-05-2015 Company Secretary Chief Financial Officer
81
SUNRISE ASIAN LIMITEDCASH FLOW STATEMENT FOR THE FINANCIAL YEAR 2014-2015
Amount (In Rs.)
82
Notes to Financial Statements for the year ended 31st March, 2015
NOTE “1” :
GENERAL INFORMATION AND SIGNIFICANT ACCOUNTING POLICIES :
1. Corporate Information
Sunrise Asian Limited (the Company) is a public company domiciled in India and
incorporated under the provisions of the Companies Act, 1956. Its shares are listed on
Bombay Stock Exchange Limited. The Company is engaged in the trading activities.
2. Significant accounting policies.
a. Basis of Accounting:
These financial statements have been prepared in accordance with the generally
accepted accounting principles in India, on the accrual and going concern basis under
the historical cost convention except revaluation of certain Fixed Assets. The Company
has prepared these financial statements to comply, in all material aspects, with the
Accounting Standards notified under Section 133 of the Companies Act, 2013, read with
Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the
Companies Act, 2013. In accordance with first proviso to section 129(1) of the
Companies Act, 2013, the items contained in these financial statements are in
accordance with the Accounting Standards as referred to therein.
b. Basis of preparation of financial statements:
All assets and liabilities have been classified as current or non-current as per the
Company’s normal operating cycle and other criteria set out in the Schedule III to the
Companies Act, 2013. For the above purposes, the Company has determined the
operating cycle based on the nature of products and the time between the acquisition of
inputs for manufacturing and their realisation in cash and cash equivalents.
c. Use of Estimates:
The preparation of financial statements requires estimates and assumptions to be made
that affect the reported amount of assets and liabilities on the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period. Differences between the actual results and estimates are recognised in the
period in which the results are known / materialised.
d. Fixed Assests
Tangibles
Tangibles Assets are stated at cost of acquisition less accumulated depreciation and
amortization. All costs relating to the acquisition and installation of tangible assets are
83
capitalized and include borrowing costs directly attributable to acquisition of tangible
assets upto the date the asset is put to use.
Intangibles
Goodwill arising on amalgamation is recoded at cost of acquisition less depreciation.
e. Depreciation
Tangibles
Depreciation on tangible assets has been provided on written down value method on
pro rata basis at the rates and in the manner specified in Schedule XIV of the Companies
Act, 1956.
Intangibles
Depreciation on Goodwill has been provided on straight line method presuming
economic benefits for a period of four years.
f. Revenue Recognition
a) Income from Shares & Securities trading is recognized as income or loss on the date
of actual trade and is shown net of brokerage expenses.
b) The income from sales of goods and other income are accounted on accrual basis.
c) The amount recognized as sale is exclusive of sales tax/VAT and are net of returns
and excludes freight and other charges and accounted for at time when the invoices
are raised.
g. Investments
Investments are either classified as current or long term based on Managements
intention at the time of purchase. Investments that are intended to be held for one year
or more are classified as long term investments and investments that are intended to be
held for less than one year are classified as current investments. Long term investments
are carried at cost less provisions made for permanent diminution in the value, if any.
Current investments are valued at the lower of cost and fair value of each investment
individually.
h. Stock in Trade
The Stock of Finished Goods is valued at lower of cost or market value.
i. Taxes on Income
a) Income –tax expense comprises current tax (i.e. amount of tax for the period
determined in accordance with income tax laws) and deferred tax charge or credit
(reflecting the tax effect of timing differences between accounting income and taxable
income for the period).
84
b) The deferred tax charge or credit and the corresponding deferred tax liabilities or
assets are recognized using the tax rates that have been enacted or substantively
enacted at the balance sheet date. Deferred tax assets are recognized only to the extent
that there is reasonable certainty that the assets can be realized in future.
j. Provisions, Contingent Liabilities and Contingent Assets
Provisions involving substantial degree of estimation in measurement are recognized
when there is a present obligation as results of past events and it is probable that there
will be an outflow of resources. Contingent Liabilities are not recognized but are
disclosed in Notes to Accounts, while contingent assets are neither recognized not
disclosed in the financial statements.
k. Cash Flow Statment
Cash flow statements are prepared in accordance with the “Indirect Method” as
explained in the Accounting Standard (AS) 3 – Cash Flow Statements as prescribed
under section 211 (3C) of the Companies Act 1956.
l. Earning Per Share
Basic Earning per Share is calculated by dividing the net profit after tax for the year
attributable to equity shareholders of the Company by the weighted average number of
shares outstanding during the year.
Note : 2 Share Capital
Particulars As at
31st March, 2015
As at
31st March, 2014
Authorized Capital
88000000 Equity Shares of Rs. 10/- each 880,000,000 880,000,000
(Previous Year 46850000 Equity Shares of Rs. 10/- each)
880,000,000 880,000,000
Issued, Subscribed & Paid up Capital
45663060 Equity Shares of Rs.10/- each fully paid up 456,630,600 456,630,600
(Previous year 4261920 Equity Shares of Rs. 10/- each fully paid-up)
Total 456,630,600 456,630,600
Note : 2.1
The details of Shareholders holding more than 5% shares:
Numbers Percentage
Holding
Skunj Tradelink Limited 4,120,167 9.02%
(Previous Year Ended 31/3/2014) 2,907,630 6.37%
Iceworth Reality LLP (Erstwhile Iceworth Reality Private Limited) 2,714,956 5.95%
(Previous Year Ended 31/3/2014) 3,961,270 8.67%
Ivory Vyapaar Private Limited 6,394,370 14.00%
(Previous Year Ended 31/3/2014) 6,394,370 14.00%
F6 Finserve Pvt. Ltd. 2,435,746 5.33%
(Previous Year Ended 31/3/2014) 1,011,668 2.22%
Note : 2.2
The Reconciliation of number of shares outstanding is set out below:
Particulars As at
31st March, 2015
As at
31st March, 2014
Equity Shares at the beginning of the year 45,663,060 45,663,060
Add: shares allotted during the year - -
Equity Shares at the end of the year 45,663,060 45,663,060
Note : 2.3
a) The Company has only one class of Equity Shares having face value of Rs. 10/- per shares.
b) Each holder of equity shares is entitled to one vote per share.
85
SUNRISE ASIAN LIMITED
Name of the Shareholder
NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015
c) The company has not issued any bonus shares or bought back the equity sharesin the last 5 years immediately preceding
the balance date.
SUNRISE ASIAN LIMITED
NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015
Note : 3 Reserve and Surplus :
Particulars As at
31st March, 2015
As at
31st March, 2014
Capital Reserve
As per last year balance sheet - -
Less : Adjusted against debit balance in Profit and Loss Account
(Sonal Singhal) (Srashti Sharda) -
Company Secretary Chief Financial Officer
As per last year balance sheet 308,053,972 310,934,972
Add: Addition during the year on account of amalgamation - -
308,053,972 310,934,972
Less : Adjusted against debit balance in Profit and Loss Account - 2,881,000
Sub total(b) 308,053,972 308,053,972
Surplus as per Statement of Profit and Loss
Balance brought forward from previous year 18,080,276 11,125,419
Less : Adjusted against Capital Reserve - -
18,080,276 11,125,419
Less : Adjusted against Securities Premium - -
18,080,276 11,125,419
Add: Addition during the year on account of amalgamation - -
18,080,276 11,125,419
Add: Profit for the period 9,526,105 6,954,857
Sub total(c) 27,606,380 18,080,275.53
Total(a+b+c) #WERT! 326,134,248
Note : 4 Long Term Borrowings :
Particulars As at
31st March, 2015
As at
31st March, 2014
Unsecured, Considered Good
Loans and advances from Corporate Bodies 40,517,630 56,963,900
Total 40,517,630 56,963,900
86
SUNRISE ASIAN LIMITED
NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015
Note : 5 Short Term Borrowings :
Particulars As at
31st March, 2015
As at
31st March, 2014
Unsecured, Considered Good
Loans and advances 3,694,980 2,438,420
Total 3,694,980 2,438,420
Note : 6 Trade Payables :
Particulars As at
31st March, 2015
As at
31st March, 2014
Due to Micro, Small and Medium Enterprises - -
Others 1,092,038,571 781,604,001
Total 1,092,038,571 781,604,001
Note : 7 Other Current Liabilities :
Particulars As at
31st March, 2015
As at
31st March, 2014
Other Payables 10,745,664 33,296,279
Book Over Draft 22,170,132 -
Total 32,915,796 33,296,279
Note : 8 Short Term Provisions :
Particulars As at
31st March, 2015
As at
31st March, 2014
Provision for Tax 11,616,606 6,717,755
Provision for FBT 13,800 13,800
Total 11,630,406 6,731,555
Note No : 9 Fixed Assets
Value
at the
beginning
Addition
during the
year
Deduction
during the year
Value at the
end
Value
at the
beginning
Addition
during the
year
Deduction
during the
year
Value at the
end
WDV as on
31.03.2015
WDV as on
31.03.2014
I Tangible Assets
Computers 40% 17,803 - - 17,803 7,121 4,273 - 11,394 6,409 10,682
17,803 - - 17,803 7,121 4,273 - 11,394 6,409 10,682
II Inatngible Assets
Goodwill 25% 1,673,675 - - 1,673,675 836,838 - - 836,838 836,837 836,837
1,673,675 - - 1,673,675 836,838 - - 836,838 836,837 836,837
Total (Current Year) 1,691,478 - - 1,691,478 843,959 4,273 - 848,232 843,246
Total (Previous Year) - - - - - - - - - 847,519
SUNRISE ASIAN LIMITED
Net BlockSr.
No
Particulars Rate Gross Block Depreciaton
NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015
Note : 10 Non Current Investment :
Particulars As at
31st March, 2015
As at
31st March, 2014
Unquoted (At Cost)
Investments in Shares 197,242,989 68,193,000
Total 197,242,989 68,193,000
Note : 11 Long Term Loans and Advances :
Particulars As at
31st March, 2015
As at
31st March, 2014
Unsecured, Considered Good
Deposits 944,000 599,000
Advance against capital assets 22,500,000 22,500,000
Advances Recevable in Cash or Kind 2,250 713,000
Loans and Advances to Others 629,722,920 614,031,308
Total 653,169,170 637,843,308
Note : 12 Inventories :
Particulars As at
31st March, 2015
As at
31st March, 2014
Stock of Traded Goods - 65,952,830
Total - 65,952,830
Note : 13 Trade Receivables :
Particulars As at
31st March, 2015
As at
31st March, 2014
Unsecured, Considered Good
Outstanding for a period exceeding six months 540,093,918 76,914,082
Others 561,661,510 774,892,882
Total 1,101,755,428 851,806,964
89
SUNRISE ASIAN LIMITED
NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015
SUNRISE ASIAN LIMITED
NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015
Note : 14 Cash and Bank Balances :
Particulars As at
31st March, 2015
As at
31st March, 2014
Cash and Cash Equivalents
Cash in Hand 1,271,817 378,539
Balance with Banks in Current Account 36,558 54,207
Total 1,308,375 432,746
Note : 15 Short Terms Loans and Advances :
Particulars As at
31st March, 2015
As at
31st March, 2014
Loans and Advances to Others 11,044,500 32,323,221
Balance with Revenue Authorities 4,416,251 4,087,858
Staff Loan - 1,680,000
Others Current Assets 3,433,897 640,359
18,894,648 38,731,438
Note : 16 Revenue from Operations
Particulars As at
31st March, 2015
As at
31st March, 2014
Sales 1,698,859,952 1,127,742,593
Other Operating Income 33 6,837,912
Total 1,698,859,985 1,134,580,505
Note : 17 Other Income
Particulars As at
31st March, 2015
As at
31st March, 2014
Miscellaneous Income 3,331,865 10,450
Total 3,331,865 10,450
Note : 18 Purchase of Stock-in-Trade
Particulars As at
31st March, 2015
As at
31st March, 2014
Purchases 1,611,728,209 1,117,216,476
Total 1,611,728,209 1,117,216,476
Note : 19 Change in Inventories
Particulars As at
31st March, 2015
As at
31st March, 2014
Opening Stock 65,952,830 66,515,264
Closing Stock - 65,952,830
Total 65,952,830 562,434
Note : 20 Employement Benefit Expenses
Particulars As at
31st March, 2015
As at
31st March, 2014
Salary 1,162,000 2,604,300
Staff Welfare Expenses - 146,681
Total 1,162,000 2,750,981
Note : 21 Depreciation & Amortised Cost
Particulars As at
31st March, 2015
As at
31st March, 2014
Depreciation 4,273 425,540
Total 4,273 425,540
91
SUNRISE ASIAN LIMITED
NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015
SUNRISE ASIAN LIMITED
NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015
Note : 22 Other Administrative Expenses
Particulars As at
31st March, 2015
As at
31st March, 2014
Bank Charges 7,830 48,292
Advertisement Expenses 29,155 15,123
Delivery and Handling Charges 1,425 769,140
Conveyance 7,501 203,035
Depository Fees 123,596 588,007
(Sonal Singhal) (Srashti Sharda) 8,746
Company Secretary Chief Financial Officer 144,000
Office Expenses 5,085,111 285,014
Payment to Auditors 30,000 30,000
Printing and Stationery 190,591 59,305
Professional Fees 24,438 363,934
Postage & Courier Expenses - 19,370
Registrar & Transfer Agent Fees - 79,531
ROC Filing Fees 3,000 8,025
Share Trading Expenses 95,000 -
Telephone Expense 14,274 37,454
Travelling Expenses 42,799 668,390
Books & Periodicals 5,612 -
Business Promotion & Development Exp. 980,400 -
Goods Damages & Lost in Transet 1,890,000 -
Rent Paid 913 Raheja 267,435 -
Shortage 267 -
8,798,433 3,327,366
Note : 23 Contingent Liabilities :
Note : 24 Auditors Remuneration :
Particulars As at
31st March, 2015
As at
31st March, 2014
Statutory Audit Fees 30,000 30,000
Total 30,000 30,000
92
The contingent liabilities towards unpaid calls is not provided in the books.
SUNRISE ASIAN LIMITED
NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015
Note : 25 Earning Per Share :
Particulars As at
31st March, 2015
As at
31st March, 2014
Net Profit after tax as per statement of Profit and
Loss attributable to Equity Shareholders 9,526,105 6,954,857
Weighted Avereage number of equity shares outstanding
used as denominator for calculating EPS 45,663,060 355,070,566
Basic and Diluted Earnings per Share 0.21 0.02
Face Value per Share 10 10
Note : 26 Related Parties Disclosures :
I(a) Key Management Personnel and their Relatives :
Ms. Sonal Singhal
Transactions with Related Parties :
Particulars Referred in I(a) above Total
Remuneration 54,000
Note : 27 Retirement Benefit:
Note : 28 Segment Reporting:
there beinf only one segment, viz, trading. Segmetal reporting has not been furnished
Note : 29 Foreign Currency Transaction:
The Company has neither earned nor spent any amount in foreign currency.
Note : 30
The Company follows the policy of accounting for the retirement benefits only on crystallization of the liability, management
of the Company do not forsee any major outgo on account of retirement benefits.
Previous Year's figures have been regrouped / rearranged whereever necessary to confirm to those of current year
clasification.
94
94
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF SUNRISE ASIAN LIMITED Report on the Consolidated Financial Statements
We have audited the accompanying consolidated financial statements of SUNRISE ASIAN LIMITED
(hereinafter referred to as “the Holding Company”) and its subsidiaries (the Holding Company and its
subsidiaries together referred to as “the Group”) comprising of the Consolidated Balance Sheet as at 31st
March, 2015, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the
year then ended, and a summary of the significant accounting policies and other explanatory information
(hereinafter referred to as “the consolidated financial statements”).
Management’s Responsibility for the Consolidated Financial Statements
The Holding Company’s Board of Directors are responsible for the preparation of these consolidated
financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as
“the Act”) that give a true and fair view of the consolidated financial position, consolidated financial
performance and consolidated cash flows of the Group in accordance with the accounting principles
generally accepted in India, including the Accounting Standards specified under Section 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rules, 2014. The respective Board of Directors of the
companies included in the Group are responsible for maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and
detecting frauds and other irregularities; the selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and prudent; and the design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from material misstatement, whether due
to fraud or error, which have been used for the purpose of preparation of the consolidated financial
statements by the Directors of the Holding Company, as aforesaid.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
While conducting the audit, we have taken into account the provisions of the Act, the accounting and
auditing standards and matters which are required to be included in the audit report under the provisions
of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of
the Act. Those Standards require that we comply with ethical requirements and plan and perform the
audit to obtain reasonable assurance about whether the consolidated financial statements are free from
material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures
in the consolidated financial statements. The procedures selected depend on the auditor’s judgment,
including the assessment of the risks of material misstatement of the consolidated financial statements,
95
whether due to fraud or error. In making those risk assessments, the auditor considers internal financial
control relevant to the Holding Company’s preparation of the consolidated financial statements that give a
true and fair view in order to design audit procedures that are appropriate in the circumstances but not
for the purpose of expressing an opinion on whether the Holding Company has an adequate internal
financial controls system over financial reporting in place and the operating effectiveness of such controls.
An audit also includes evaluating the appropriateness of the accounting policies used and the
reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as
evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in
terms of their reports referred to in sub-paragraph (a) of the Other Matters paragraph below, is sufficient
and appropriate to provide a basis for our audit opinion on the consolidated financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid consolidated financial statements give the information required by the Act in the manner so
required and give a true and fair view in conformity with the accounting principles generally accepted in
India, of the consolidated state of affairs of the Group as at 31st March, 2015, and their consolidated
profit/loss and their consolidated cash flows for the year ended on that date.
Other Matters
(a) We did not audit the financial statements / financial information of 5 subsidiaries, whose financial
statements / financial information reflect total assets of Rs.1561.27 as at 31st March, 2015, total revenues
of Rs.228.36 and net cash flows amounting to Rs.(365.70) for the year ended on that date, as considered in
the consolidated financial statements. These financial statements / financial information have been
audited by other auditors whose reports have been furnished to us by the Management and our opinionon
the consolidated financial statements, in so far as it relates to the amounts and disclosures included in
respect of these subsidiaries, jointly controlled entities and associates, and our report in terms of sub-
sections (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, jointly
controlled entities and associates, is based solely on the reports of the other auditors.
Our opinion on the consolidated financial statements, and our reporton Other Legal and Regulatory
Requirements below, is not modified in respect of the above matterswith respect to our reliance on the
work done and the reports of the other auditors and the financial statements / financial information
certified by the Management.
Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”), issued by the Central
Government of India in terms of sub-section (11) of Section 143 of the Act, based on the comments in the
auditors’ reports of the Holding company, subsidiary companies, we give in the Annexure a statement on
96
the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable. 2. As required bySection143(3) of the Act, we report, to the extent applicable, that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge
and belief were necessary for the purposesof our audit of the aforesaid consolidated financial
statements.
(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid
consolidated financial statements have been kept so far as it appears from our examination of those
books and the reports of the other auditors.
(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated
Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account
maintained for the purpose of preparation of the consolidated financial statements.
(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the directors of the Holding Company as on
31st March, 2015 taken on record by the Board of Directors of the Holding Company and the reports of
the statutory auditors of its subsidiary companies, none of the directors of the Group companies, are
disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of
the Act.
(f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of
the Companies (Audit and Auditor’s) Rules, 2014, in our opinion and to the best of our information
and according to the explanations given to us:
i. There were no pending litigations which would impact the consolidated financial position of the
Group, its associates and jointly controlled entities.
ii. The Group, its associates and jointly controlled entities did not have any material foreseeable
losses on long-term contracts including derivative contracts.
iii. There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Holding Company, and its subsidiary companies, associate companies and
jointly controlled companies incorporated in India.
For Vikash Jindal & Associates Firm Regn. No. : 129922W
Chartered Accountants
(Vikash Jindal) Proprietor
Membership No. : 408934
Place: Mumbai
Date: 30-05-2015
97
ANNEXURE TO INDEPENDENT AUDITORS’ REPORT The Annexure referred to in our Independent Auditor’s Report to the members of the Companies on the consolidated financial statements for the year ended 31 March 2015, we report that:
i. (a) Companies have maintained proper records showing full particulars including quantitative details
and situation of fixed assets.
(b) As explained to us, all the fixed assets have been physically verified by the management during the period and no material discrepancies were noticed on such physical verification. (c) During the year, the Companies have not disposed off any fixed assets.
ii. (a) As explained to us, inventories have been physically verified during the year by the management at
reasonable intervals. (b)In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. (C)In our opinion and on the basis of our examination of the records, the Companies are generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.
iii. (a) According to the information and explanations given to us and on the basis of our examination of
the books of account, the Companies have not granted loan to any party listed in the register
maintained under Section 189 of the Companies Act, 2013. Thus sub clause (b), (c) and (d) of the order
are not applicable to the Company.
(b)According to the information and explanations given to us and on the basis of our examination of the books of account, the Companies have not taken loans from any party listed in the register maintained under Section 189 of the Companies Act, 2013. Thus sub Clause (f) and (g) of the order are not applicable to the company.
iv. In our opinion and according to the information and explanations given to us, there are adequate
internal control procedures commensurate with the size of the Companies and nature of its business
with regard to purchases of fixed assets and for the sale of services. In our opinion and according to
the information and explanations given to us, there is no continuing failure to correct major
weaknesses in internal control.
v. In our opinion and according to the information and explanations given to us, the particulars of
contracts and arrangements referred to in section 189 of the Companies Act, 2013 have been entered
in the register required to be maintained under that section.
vi. During the year, the Companies has not accepted any deposits. As such, the compliance with directives
issued by the Reserve Bank of India and the provisions of section 73 and 78 the Act and the rules
framed there under are not applicable.
vii. As per information and explanations given by the management, the Companies has an internal audit
system commensurate with its size and the nature of its business
viii. As per information and explanation given by the management, maintenance of cost records has not
been prescribed by the Central Government under sub-section (1) of section 148 of the Companies the
Act, 2013.
ix. (a)According to the records of the companies, undisputed statutory dues including Provident Fund,
Investor Education and Protection Fund, Employees’ State Insurance, Income-tax, Sales-tax, Wealth
Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues
have generally been regularly deposited with the appropriate authorities. According to the
information and explanations given to us there were no outstanding statutory dues as on 31st of
March, 2015 for a period of more than six months from the date they became payable.
98
(b)According to the information and explanations given to us, there is no amounts payable in respect
of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been
deposited on account of any disputes.
x. The Companies does not have any accumulated losses at the end of the financial year. The Company has
not incurred cash losses during the financial year covered by our audit, though it has incurred cash losses in the immediately preceding financial year.
xi. Based on our audit procedures and on the information and explanations given by the management, we
are of the opinion that, the Companies have not defaulted in repayment of dues to a financial
institution, bank or debenture holders. xii. According to the information and explanations given to us, the Companies have not granted loans and
advances on the basis of security by way of pledge of shares, debentures and other securities. xiii. In our opinion, the Companies are not a chit fund, nidhi or mutual benefit fund/society.
xiv. The Companies have kept adequate records of transactions and contracts in respect of dealing or
trading in shares, securities, debentures and other investment made by company and timely entries have been made therein. The Company’s investments are held in its own name.
xv. According to the information and explanations given to us, the Companies have not given any corporate guarantee for loan taken by others from bank or financial institution.
xvi. Based on the information and explanations given to us and on an overall examination of the Balance Sheets of the Companies as at 31st March, 2015, we report that the companies have not raised any term loan during the year.
xvii. Based on the information and explanations given to us and on an overall examination of the Balance Sheets of the Companies as at 31st March, 2015, we report that no funds raised on short-term basis have been used for long-term investment by the Companies.
xviii. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Companies have not made any preferential allotment of shares during the year to the parties covered under section 189 of the Act.
xix. The Companies did not have any outstanding debentures during the year.
xx. The Companies has not raised any money by way of public issues during the year.
xxi. Based on the audit procedures performed and the information and explanations given to us, we report
that no fraud on or by the Companies have been noticed or reported during the year, nor have we been
informed of such case by the management
Firm Regn. No. : 129922W Chartered Accountants
(Vikash Jindal) Proprietor
Membership No. : 408934 Place: Mumbai Date: 30-05-2015
Particulars Note
No.
As at
31st March, 2015
As at
31st March, 2014
I. EQUITY AND LIABILITIES
(1) Shareholder's Funds
(a) Share Capital 2 456,630,600 456,630,600
(b) Reserves and Surplus 3 309,822,947 326,134,248
(c) Money received against share warrants - -
(2) Non-Current Liabilities
(a) Long-Term Borrowings 4 61,169,200 56,963,900
(b) Deferred Tax Liabilities (Net) 248,082 8,802
(3) Current Liabilities
(a) Short-Term Borrowings 5 20,494,494 2,438,420
(b) Trade Payable 6 1,094,424,876 781,604,001
(c) Other Current Liabilities 7 46,419,937 33,296,279
(d) Short-Term Provisions 8 11,630,406 6,731,555
Total 2,000,840,542 1,663,807,805
II.ASSETS
(1) Non-Current Assets
(a) Fixed Assets 9
Tangible Assets 41,886,382 10,682
Intangible Assets 1,129,822 836,837
(b) Non-current investments 10 68,742,989 68,193,000
(c) Long term loans and advances 11 653,347,595 637,843,308
(d) Deferred Tax Assets 558,040 -
(2) Current Assets
(a) Inventories 12 56,103,508 65,952,830
(b) Trade Receivables 13 1,127,694,767 851,806,964
(c) Cash and cash equivalents 14 22,831,995 432,746
(d) Short-term loans and advances 15 28,545,444 38,731,438
Total 2,000,840,542 1,663,807,805
Notes 1 to 29 are an integral part of the Financial statements
-
As per Our Report of Even Date
For Vikash Jindal & Associates For Sunrise Asian Limited
Chartered Accountants
(Vikash Jindal) (Kalpesh Jani) (Mahesh Joshi)
Proprietor (DIN 00656508) (DIN 00655923)
Membership No. : 408934 Director Director
Firm Reg. No.: 129922W
Place: Mumbai (Sonal Singhal) (Srashti Sharda)
Dated: 30-05-2015 Company Secretary Chief Financial Officer
99
SUNRISE ASIAN LIMITED
CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2015
Sr.
No
Particulars Note
No.
As at
31st March, 2015
As at
31st March, 2014
I Revenue from operations 16 1,727,162,903 1,134,580,505
II Other Income 17 3,864,758 10,450
III III. Total Revenue (I +II) 1,731,027,661 1,134,590,955
IV Expenses:
Purchase of Stock-in-Trade 18 1,631,268,213 1,117,216,476
Changes in Inventories 19 60,761,436 562,434
Employee Benefit Expense 20 17,143,195 2,750,981
Depreciation and Amortization Expense 21 4,221,058 425,540
Finance Cost 5,386,261
Other Expenses 22 17,293,076 3,327,366
Total Expenses (IV) 1,736,073,240 1,124,282,797
V Profit before tax (III - IV) -5,045,578 10,308,158
VI Tax expense:
(1) Current tax 4,898,851 3,350,000
(2) Deferred tax (274,098) 3,301
VII Net Profit for the Year (V-VI) -9,670,331 6,954,857
VIII Earning per equity share:
Basic and Diluted 0.21- 0.02
Notes 1 to 29 are an integral part of the Financial statements
As per Our Report of Even Date
For Vikash Jindal & Associates For Sunrise Asian Limited
Chartered Accountants
(Vikash Jindal) (Kalpesh Jani) (Mahesh Joshi)
Proprietor (DIN 00656508) (DIN 00655923)
Membership No. : 408934 Director Director
Firm Reg. No.: 129922W
-
Place: Mumbai (Sonal Singhal) (Srashti Sharda)
Dated: 30-05-2015 Company Secretary Chief Financial Officer
100
SUNRISE ASIAN LIMITED
CONSOLIDATED PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2015
Sr Particulars
No. FY 2014-15 FY 2013-14
A. Cash Flow from Operating Activities
Net profit before Taxation and extra ordinary item (5,045,578) 10,308,158
Adjustment from:
Depreciation 4,221,058 425,540
Operating profit before working capital changes (824,520) 10,733,698
Decrease/(Increase) in Sundry Debtors (275,887,803) (298,683,776)
Decrease/(Increase) in Inventories 9,849,322 562,434
Decrease/(Increase) in Other Current Assets 10,185,994 -
Decrease/(Increase) in Loans and Advances (15,504,287) 5,624,791
(Decrease)/Increase in Current Liabilities 348,899,457 280,486,181
Cash Generated from Operation 76,718,163 (1,276,672)
Direct Tax paid / deffered Taxes (318,760) (22,686)
Net Cash Flow from Operating activities (A) 76,399,403 (1,299,358)
B. Cash Flow from Investing activities
Decrease/(Increase) in Non-Current Investments (549,989) -
Net Cash Flow from Investing activities (B) (549,989) -
C. Cash Flow from financing activities
Decrease/(Increase) in Tangible Assets (41,875,700) -
Decrease/(Increase) in Intangible Assets (292,985) -
(Decrease)/Increase in Long-term borrowings 4,205,300 3,356,800
Increase/(Decrease) in Share Capital and Reserves (15,486,780) (2,881,000)
Net Cash Flow from Financing activities (C) (53,450,165) 475,800
Net increase in cash and cash equivalents (A+B+C) 22,399,249 (823,558)
Cash and cash equivalents at beginning of year 432,746 1,256,304
Cash and cash equivalents at end of year 22,831,995 432,746
Notes 1 to 29 are an integral part of the Financial statements
As per Our Report of Even Date - -
For Vikash Jindal & Associates For Sunrise Asian Limited
Chartered Accountants
(Vikash Jindal) (Kalpesh Jani) (Mahesh Joshi)
Proprietor (DIN 00656508) (DIN 00655923)
Membership No. : 408934 Director Director
Firm Reg. No.: 129922W
Place: Mumbai (Sonal Singhal) (Srashti Sharda)
Dated: 30-05-2015 Company Secretary Chief Financial Officer
101
SUNRISE ASIAN LIMITEDCONSOLIDATED CASH FLOW STATEMENT FOR THE FINANCIAL YEAR 2014-2015
Amount (In Rs.)
Note : 2 Share Capital
Particulars As at
31st March, 2015
As at
31st March, 2014
Authorized Capital
88000000 Equity Shares of Rs. 10/- each 880,000,000 880,000,000
(Previous Year 46850000 Equity Shares of Rs. 10/- each)
880,000,000 880,000,000
Issued, Subscribed & Paid up Capital
45663060 Equity Shares of Rs.10/- each fully paid up 456,630,600 456,630,600
(Previous year 4261920 Equity Shares of Rs. 10/- each fully paid-up)
Total 456,630,600 456,630,600
Note : 2.1
The details of Shareholders holding more than 5% shares:
Numbers Percentage
Holding
Skunj Tradelink Limited 4,120,167 9.02%
(Previous Year Ended 31/3/2014) 2,907,630 6.37%
Iceworth Reality LLP (Erstwhile Iceworth Reality Private Limited) 2,714,956 5.95%
(Previous Year Ended 31/3/2014) 3,961,270 8.67%
Ivory Vyapaar Private Limited 6,394,370 14.00%
(Previous Year Ended 31/3/2014) 6,394,370 14.00%
F6 Finserve Pvt. Ltd. 2,435,746 5.33%
(Previous Year Ended 31/3/2014) 1,011,668 2.22%
Note : 2.2
The Reconciliation of number of shares outstanding is set out below:
Particulars As at
31st March, 2015
As at
31st March, 2014
Equity Shares at the beginning of the year 45,663,060 45,663,060
Add: shares allotted during the year - -
Equity Shares at the end of the year 45,663,060 45,663,060
#WERT!
a) The Company has only one class of Equity Shares having face value of Rs. 10/- per shares.
b) Each holder of equity shares is entitled to one vote per share.
102
SUNRISE ASIAN LIMITED
Name of the Shareholder
NOTES ON CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015
c) The company has not issued any bonus shares or bought back the equity sharesin the last 5 years immediately preceding
the balance date.
SUNRISE ASIAN LIMITED
NOTES ON CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015
Note : 3 Reserve and Surplus :
Particulars As at
31st March, 2015
As at
31st March, 2014
Capital Reserve
As per last year balance sheet - -
Less : Adjusted against debit balance in Profit and Loss Account
Sub total(a) - -
Securities Premium
As per last year balance sheet 308,083,972 310,934,972
Add: Addition during the year on account of amalgamation - -
308,083,972 310,934,972
Less : Adjusted against debit balance in Profit and Loss Account - 2,881,000
Sub total(b) 308,083,972 308,053,972
Surplus as per Statement of Profit and Loss
Balance brought forward from previous year 11,409,307 11,125,419
Less : Adjusted against Capital Reserve - -
11,409,307 11,125,419
Less : Adjusted against Securities Premium - -
11,409,307 11,125,419
Add: Addition during the year on account of amalgamation - -
11,409,307 11,125,419
Add: Profit for the period 9,670,331- 6,954,857
Sub total(c) 1,738,975 18,080,275.53
Total(a+b+c) 309,822,947 326,134,248
Note : 4 Long Term Borrowings :
Particulars As at
31st March, 2015
As at
31st March, 2014
Unsecured, Considered Good
Loans and advances from Corporate Bodies 61,169,200 56,963,900
Total 61,169,200 56,963,900
103
SUNRISE ASIAN LIMITED
NOTES ON CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015
Note : 5 Short Term Borrowings :
Particulars As at
31st March, 2015
As at
31st March, 2014
Unsecured, Considered Good
Loans and advances 20,494,494 2,438,420
Total 20,494,494 2,438,420
Note : 6 Trade Payables :
Particulars As at
31st March, 2015
As at
31st March, 2014
Due to Micro, Small and Medium Enterprises - -
Others 1,094,424,876 781,604,001
Total 1,094,424,876 781,604,001
Note : 7 Other Current Liabilities :
Particulars As at
31st March, 2015
As at
31st March, 2014
Other Payables 24,249,805 33,296,279
Book Over Draft 22,170,132 -
Total 46,419,937 33,296,279
Note : 8 Short Term Provisions :
Particulars As at
31st March, 2015
As at
31st March, 2014
Provision for Tax 11,616,606 6,717,755
Provision for FBT 13,800 13,800
Total 11,630,406 6,731,555
Note : 10 Non Current Investment :
Particulars As at
31st March, 2015
As at
31st March, 2014
Unquoted (At Cost)
Investments in Shares 197,242,989 68,193,000
Total 197,242,989 68,193,000
Note : 11 Long Term Loans and Advances :
Particulars As at
31st March, 2015
As at
31st March, 2014
Unsecured, Considered Good
Deposits 1,122,425 599,000
Advance against capital assets 22,500,000 22,500,000
Advances Recevable in Cash or Kind 2,250 713,000
Loans and Advances to Others 629,722,920 614,031,308
Total 653,347,595 637,843,308
Note : 12 Inventories :
Particulars As at
31st March, 2015
As at
31st March, 2014
Stock of Traded Goods 56,103,508 65,952,830
Total 56,103,508 65,952,830
Note : 13 Trade Receivables :
Particulars As at
31st March, 2015
As at
31st March, 2014
Unsecured, Considered Good
Outstanding for a period exceeding six months 565,978,357 76,914,082
Others 561,716,410 774,892,882
Total 1,127,694,767 851,806,964
105
SUNRISE ASIAN LIMITED
NOTES ON CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015
SUNRISE ASIAN LIMITED
NOTES ON CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015
Note : 14 Cash and Bank Balances :
Particulars As at
31st March, 2015
As at
31st March, 2014
Cash and Cash Equivalents
Cash in Hand 19,406,760 378,539
Balance with Banks in Current Account 3,425,235 54,207
Total 22,831,995 432,746
Note : 15 Short Terms Loans and Advances :
Particulars As at
31st March, 2015
As at
31st March, 2014
Loans and Advances to Others 19,673,646 32,323,221
Balance with Revenue Authorities 4,811,030 4,087,858
Staff Loan 143,500 1,680,000
Others Current Assets 3,917,268 640,359
Total 28,545,444 38,731,438
Note No : 9 Fixed Assets
Value
at the beginning
Addition during
the year
Deduction during
the year
Value at the end Value
at the beginning
Addition during
the year
Deduction during
the year
Value at the end WDV as on
31.03.2015
WDV as on
31.03.2014
I Tangible Assets
Land 16,005,844 - - 16,005,844 - - 16,005,844 16,005,844
Land & Building 18,226,501 - - 18,226,501 1,326,123 829,841 - 2,155,964 16,070,537 16,900,378
Building 7,712,149 - - 7,712,149 95,990 1,390,676 - 1,486,666 6,225,483 7,616,159
Computer and Accessories 882,868 100,170 - 983,038 177,673 421,592 - 599,265 383,773 705,195
Furniture & Fixtures 308,382 136,252 - 444,634 29,759 99,990 - 129,749 314,885 278,623
Office equipment 1,500,620 993,813 - 2,494,433 185,832 1,001,735 - 1,187,567 1,306,866 1,314,788
Car 1,068,024 1,223,842 - 2,291,866 337,601 375,270 - 712,871 1,578,995 730,423
45,704,388 2,454,077 - 48,158,465 2,152,978 4,119,104 - 6,272,082 41,886,383 43,551,410
II Inatngible Assets
Goodwill 1,673,675 - - 1,673,675 836,838 - - 836,838 836,837 836,837
Brands / trademarks 66,500 - - 66,500 21,945 11,139 - 33,084 33,416 44,555
Computer software 228,424 123,718 - 352,142 63,226 42,486 - 105,712 246,430 165,198
ISO Certificate 20,000 2,000 - 22,000 5,150 3,712 - 8,862 13,138 14,850
1,988,599 125,718 - 2,114,317 927,159 57,337 - 984,496 1,129,821 1,061,440
Total (Current Year) 47,692,987 2,579,795 - 50,272,782 3,080,137 4,176,441 - 7,256,578 43,016,204
Total (Previous Year) - - - - - - - - - 44,612,850
SUNRISE ASIAN LIMITED
NOTES ON CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015
Sr. No Particulars Gross Block Depreciaton Net Block
Note : 16 Revenue from Operations
Particulars As at
31st March, 2015
As at
31st March, 2014
Sales 1,726,820,870 1,127,742,593
Other Operating Income 342,033 6,837,912
Total 1,727,162,903 1,134,580,505
Note : 17 Other Income
Particulars As at
31st March, 2015
As at
31st March, 2014
Miscellaneous Income 3,864,758 10,450
Total 3,864,758 10,450
Note : 18 Purchase of Stock-in-Trade
Particulars As at
31st March, 2015
As at
31st March, 2014
Purchases 1,631,268,213 1,117,216,476
Total 1,631,268,213 1,117,216,476
Note : 19 Change in Inventories
Particulars As at
31st March, 2015
As at
31st March, 2014
Opening Stock 66,682,220 66,515,264
Closing Stock 5,920,784 65,952,830
Total 60,761,436 562,434
Note : 20 Employement Benefit Expenses
Particulars As at
31st March, 2015
As at
31st March, 2014
Salary 17,073,807 2,604,300
Staff Welfare Expenses 69,388 146,681
Total 17,143,195 2,750,981
Note : 21 Depreciation & Amortised Cost
Particulars As at
31st March, 2015
As at
31st March, 2014
#WERT! 4,172,168 425,540
Depreciation 4,172,168
Total 8,344,336 425,540
108
SUNRISE ASIAN LIMITED
NOTES ON CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015
SUNRISE ASIAN LIMITED
NOTES ON CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015
Note : 22 Other Administrative Expenses
Particulars As at
31st March, 2015
As at
31st March, 2014
Bank Charges 55,881 48,292
Advertisement Expenses 32,955 15,123
Delivery and Handling Charges 1,425 769,140
Conveyance 15,221 203,035
Commission & Brokerage Expenses 172,388 -
Carriage & Transportation Expenses 597,592 -
Depository Fees 123,596 588,007
Donation 152,802 -
Electricity & Water Expenses 402,652 8,746
Godown Rent - 144,000
Insurance 5,772 -
Interest on delay tds 12,866 -
Legal Fees 474,821 -
Penalty Charges 152,045 -
Marketing Expenses 524,770 -
News Paper 2,925 -
Office Expenses 5,566,029 285,014
Payment to Auditors 228,540 30,000
Printing and Stationery 298,517 59,305
Professional Fees 203,628 363,934
Postage & Courier Expenses 293,892 19,370
Packing Charges 66,761 -
Registrar & Transfer Agent Fees - 79,531
Repairs & Maintenance 302,138 -
ROC Filing Fees 403,648 8,025
Share Trading Expenses 95,000 -
Security guard salary 123,609 -
Telephone & Internet Expense 232,062 37,454
Travelling Expenses 2,418,369 668,390
Books & Periodicals 5,612 -
Business Promotion & Development Exp. 1,051,851 -
Goods Damages & Lost in Transet 1,890,000 -
Rent Paid 1,130,451 -
Uid Expenses 19,710 -
Website Expenses 123,953 -
Software Expenses 109,118 -
Shortage 2,478 -
17,293,076 3,327,366
Note : 23 Contingent Liabilities :
109
The contingent liabilities towards unpaid calls is not provided in the books.
SUNRISE ASIAN LIMITED
NOTES ON CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015
Note : 24 Auditors Remuneration :
Particulars As at
31st March, 2015
As at
31st March, 2014
Statutory Audit Fees 228,540 30,000
Total 228,540 30,000
Note : 25 Earning Per Share :
Particulars As at
31st March, 2015
As at
31st March, 2014
Net Profit after tax as per statement of Profit and
Loss attributable to Equity Shareholders 9,670,331- 6,954,857
Weighted Avereage number of equity shares outstanding
used as denominator for calculating EPS 45,663,060 355,070,566
Basic and Diluted Earnings per Share -0.21 0.02
Face Value per Share 10 10
Note : 26 Related Parties Disclosures :
I(a) Key Management Personnel and their Relatives :
Ms. Sonal Singhal
Transactions with Related Parties :
Particulars Referred in I(a) above Total
Remuneration 54,000
110
111
Note 27:-Significant Accounting Policies:
Principles of consolidation:
The consolidated financial statements relate to Sunrise Asian Limited (‘the Company’) and its
subsidiary Company. The consolidated financial statements have been prepared on the following
basis :
i) The financial statements of the Company and its subsidiary Company has been combined on line-
by-line basis by adding together the book values of like items of assets, liabilities, income and
expenses, after fully eliminating intra-group balances and intra-group transactions in accordance
with Accounting Standard (AS) 21 - “ Consolidated Financial Statements” issued by the Institute of
Chartered Accountants of India.
ii) In case of associates where the Company directly holds more than 20% of equity, Investments in
associates are accounted for using equity method in accordance with Accounting Standard (AS) 23 -
“Accounting for Investments in Associates in Consolidated Financial Statements” issued by the
Institute of Chartered Accountants of India.
iii) As far as possible, the consolidated financial statements are prepared using uniform accounting
policies for like transactions and other events in similar circumstances and are presented in the
same manner as the Company’s separate financial statements:
Significant accounting policies :
These are set out under “Significant Accounting Policies” as given in the Unconsolidated Financial
tatements of Sunrise Asian Limited and its subsidiary.
Note 28:- The subsidiary Companies considered in the consolidated financial statements is:
Name of Subsidiary Country of Incorporation Proportion of ownership
interest
Current Year Previous
Year Indus Cine Production Private
Limited India 99.99% 0.00%
Indus Inn Private Limited India 99.99% 0.00% Indus Multiservices Private
Limited India 99.99% 0.00%
Indus Meditech Private Limited India 99.99% 0.00% Indus Realtors Builders
Limited India 99.99% 0.00%
Note 29:- 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.
SUNRISE ASIAN LIMITED CIN‐ L51900MH1981PLC025740
Registered Office: 913,Raheja Center,Free Press Journal Marg, Nariman Point
Mumbai‐400021
ATTENDANCE SLIP
Member’s Folio No:______________________________________________________________
Client ID No:____________________________________________________________________
DP ID No:______________________________________________________________________
Name of Member:_______________________________________________________________
Name of Proxy Holder:_______________________________________________________________
No of Shares Held:________________________________________________________________ I hereby record my presence at the 34th ANNUAL GENERAL MEETING of the company
held on Monday, September 28, 2015 at 9.30 A.M at Russi Mehta Hall, RTO Lane, Near
Tulsiwadi Post office, Mumbai – 400 034.
____________________ Signature of member/proxy
Notes: 1. Members/Proxy holders are requested to produce the attendance slip duly signed
for admission to the meeting hall
2. Members are requested to bring their copy of annual report
PROXY FORM
[Pursuant to section 105(6) of the Companies Act, 2013 And rule 19(3) of the Companies (Management and administration) Rules, 2014]
SUNRISE ASIAN LIMITED
CIN‐ L51900MH1981PLC025740 Registered Office: 913,Raheja Center,Free Press Journal Marg, Nariman Point Mumbai‐
400021
Name of the member(s):____________________________________________________________________________________
Registered address:________________________________________________________________________________________
E‐mail Id:________________________________________________________________________________________________
Folio No. / Client Id:_______________________________________________________________________________________
DP Id:___________________________________________________________________________________________________
I/We, being the Member(s) of___________________________________________ shares of the above named
company, hereby appoint
Name: ______________________________________ Address:___________________________________________________________
E‐mail Id: _________________________________ Signature:_________________________________________________ ,or
failing him
Name: ______________________________________ Address:___________________________________________________________
E‐mail Id: _________________________________ Signature:______________________ ___________________________,or
failing him
Name: ______________________________________ Address:___________________________________________________________
E‐mail Id: _________________________________ Signature:______________________
______________________________________
as my/our proxy to attend and vote (on a poll) for me/our behalf at the 34th Annual General Meeting
of the company, to be held on Monday, September 28, 2015 at 9.30 A.M at Russi Mehta Hall, RTO
Lane, Near Tulsiwadi Post office, Mumbai – 400 034.
Signature of shareholder ____________________________Signed this __________day of______20____
Signature of Proxy Holder(s) _____________________ ___________________ _____________________
Note: This form of proxy in order to be effective should be duly completed and
deposited at the Registered Office, not less than 48 hours before the commencement
of the Meeting.
If undelivered, please return to :-
SUNRISE ASIAN LIMITED
913, Raheja Center, Free Press Journal Marg,
Nariman Point Mumbai 400021