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34th Annual Report

2014-2015

1

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

3

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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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








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




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.



“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


resolution including filing of relevant e-Form(s) with the Ministry of Corporate Affairs [Registrar

of Companies, Maharashtra].”







accorded to appointment of Mr. Arunesh [DIN:03115467] as a Whole-time Director of the


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.”














accorded to appointment of Mr. Nitesh Ranjan [DIN:06997743] as a Whole-time Director of the


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.”

6










“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."



“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.”



"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.”



“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.

8

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


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 [email protected]

� 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 [email protected] 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.

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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 [email protected].

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.


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:




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




resolutions.


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


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:




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




resolutions.


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



resolutions.


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.



resolutions.


members.

Item No.9:


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:




- Period of appointment: 5 (five) year i.e. commencing from 14th August, 2015 and ending 13th

August, 2020;








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.



resolutions.


members.

Item No.10:


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:




- Period of appointment: 5 (five) year i.e. commencing from 14th August, 2015 and ending 13th

August, 2020;



19






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.



resolutions.


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.


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.



Notice.


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.



Notice.


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.



Notice.


members.




[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:



“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.


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:


(Appointment & Qualification of Directors) Rules, 2014;


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.




[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


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.


members



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


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.


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


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


Subsidiary

4 U85100DL2011PTC215090 Indus Meditech

Private Limited 35000000

Wholly-owned

Subsidiary

5 U55101DL2011PTC215007 Indus Inn Private Limited


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.


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.




[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: [email protected]

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


5. INDUS INN

PRIVATE LIMITED


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





for increase / decrease (e.g.

allotment /transfer / bonus/

sweat equity etc.):

Nil Nil

Nil

Nil


3. LIBERAL SECURITIES &

FINANCE SERVICES PRIVATE

LIMITED


Date wise Increase / Decrease

Transfer through market on 23rd

May, 2014 1496290 3.28

0

0


4. DCB PLUS N HOLDINGS

PRIVATE LIMITED



Transfer through market on 21st,

November 2014

540030 1.18

0

0.00


5. ICEWORTH REALITY PRIVATE LIMITED



Transfer through market on 14th,

November 2014

3961270 8.67

0

0.00


6. ICEWORTH REALITY LLP

At the beginning of the year

0 0.00

0 0.00

40


Purchase on 07th, November 2014

3961270 8.67

3961270

8.67

Transfer through market on 21st,

November 2014 42500 0.09

3918770

8.58


November 2014 25000 0.05

3893770

8.53


December 2014 73000 0.16

3820770

8.37


December 2014 54000 0.12

3766770

8.25


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


January 2015 59993 0.13

3544036

7.76


February 2015 113128 0.25

3430908

7.51


February 2015 16950 0.04

3413958

7.48


February 2015 123778 0.27

3290180

7.21


February 2015 152393 0.33

3137787

6.87


March 2015 194238 0.43

2943549

6.45


March 2015 118572 0.26

2824977

6.19

Transfer through market on 20th, March 2015 56600 0.12

2768377

6.06


March 2015 53421 0.12

2714956

5.95


7 LIBERAL REALTORS LLP


Purchase on 23rd, May 2014 1496290 3.28 1496290 3.28


May 2014 109324 0.24

1386966

3.04


June 2014 69784 0.15

1317182

2.88


June 2014 141500 0.31

1175682 2.57

Transfer through market on 20/06/2014 64049 0.14 1111633 2.43





41

Transfer through market on

25/07/2014 48021 0.11 736003 1.61



08/08/2014 27560 0.06 697197 1.53



29/08/2014 3000 0.01 668197 1.46




19/09/2014 20000 0.04 630797 1.38



10/10/2014 10000 0.02 603103 1.32



24/10/2014 10665 0.02 590268 1.29



10/11/2014 4000 0.01 582268 1.28



02/01/2015 25000 0.05 555768 1.22







Purchase on 27/03/2015 553 0.00 140952 0.31


8. GEETA MAHESH JOSHI






sweat equity etc.): NIL NIL NIL NIL


9. D C B PLUS N HOLDINGS LLP

42


Transfer through market on 24/10/2014 -26650 0.06 513380 1.12






21/11/2014 -375650 0.82 0 0.00


10. NILESH PURSHOTAM CHAUHAN

1000 0.00 1000 0.00








11 MUKESH PURSHOTAM CHAUHAN









12 JAYMANI KANAIYALAL JOSHI






allotment /transfer / bonus/ sweat equity etc.): NIL NIL NIL NIL


13 KANAIYALAL MOHANLAL JOSHI








14 MAYANK M JOSHI





for increase / decrease (e.g. allotment /transfer / bonus/ NIL NIL NIL NIL

43

sweat equity etc.):


15 DINESH RAMANLAL SHAH




16 BINA RAJESH SHAH




the year specifying the reasons for increase / decrease (e.g.




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



Promoters Shareholding during the year specifying the reasons for increase

/decrease (e.g. allotment / transfer /

bonus/ sweat equity etc.):

Nil Nil

Nil

Nil


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




C. OTHER OFFICERS IN DEFAULT







[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




01.04.2014 to 31.03.2015




Not Applicable





9. Investments Nil 10. Turnover -




14. Proposed Dividend Nil 15. % of shareholding 99.99%

47

1. Sl. No. 3.

2. Name of the subsidiary INDUS MULTI SERVICES

PRIVATE LIMITED




01.04.2014 to 31.03.2015




Not Applicable

5. Share capital 5,00,000


7. Total assets 72,13,926

8. Total Liabilities 72,13,926

9. Investments Nil 10. Turnover 4690339


12. Provision for taxation Nil 13. Profit after taxation (27,29,340)


1. Sl. No. 4.

2. Name of the subsidiary INDUS MEDITECH

PRIVATE LIMITED




01.04.2014 to 31.03.2015




Not Applicable


6. Reserves & surplus (1,02,57,415)



9. Investments Nil 10. Turnover 2,05,37,315





1. Sl. No. 5.

2. Name of the subsidiary INDUS INN

PRIVATE LIMITED




01.04.2014 to 31.03.2015




Not Applicable

48


6. Reserves & surplus (1,04,41,762)



9. Investments Nil 10. Turnover 20,43,264





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.




[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.




[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



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


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.




[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


SANJIV

KUMAR

MISHRA

Whole-time


#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


members



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


8. HONEST MERCHANDISE

PRIVATE LIMIT


9. SVJ FABRICS PRIVATE

LIMITED


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


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


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


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


(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)


(Vikash Jindal) (vi) Proprietor (vii)


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


(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


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











80


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











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%


Ivory Vyapaar Private Limited 6,394,370 14.00%


F6 Finserve Pvt. Ltd. 2,435,746 5.33%


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


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.



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


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



Note : 5 Short Term Borrowings :

Particulars As at

31st March, 2015

As at

31st March, 2014


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


Net BlockSr.

No

Particulars Rate Gross Block Depreciaton


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


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


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





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


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





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.



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




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


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


-










99


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









-



100


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


As per Our Report of Even Date - -









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%


Iceworth Reality LLP (Erstwhile Iceworth Reality Private Limited) 2,714,956 5.95%


Ivory Vyapaar Private Limited 6,394,370 14.00%


F6 Finserve Pvt. Ltd. 2,435,746 5.33%


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


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.



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


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


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


Loans and advances from Corporate Bodies 61,169,200 56,963,900

Total 61,169,200 56,963,900

103



Note : 5 Short Term Borrowings :

Particulars As at

31st March, 2015

As at

31st March, 2014


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


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


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


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





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


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



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





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.



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


Indus Meditech Private Limited India 99.99% 0.00% Indus Realtors Builders


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]


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 :-



Nariman Point Mumbai 400021

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