DIRECTOR'S REPORT To, The Members, SUNRSE INDUSTRIAL TRADERS LIMITED Your Directors have pleasure in presenting their Forty Third Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31st March, 2015. 2. Brief description of the Company's working during the year/State of Company's affair: The Company has one segment viz. investment in securities, commodities, etc. The current situation is expected to during the financial year 2015-16. The market is expected to improve slowly during the second half of the year 2015-16. 3. Change in the nature of business: There is no change in business of the Company during the financial year 2014-15. The Company is registered with the Reserve Bank of India as a Non-Banking Financial Institution (NBFI) without accepting public deposits under section 45-IA of the RBI Act, 1934. The Company has complied with and continuous to comply with all applicable laws, rules, regulations etc. including directions of the RBI and it does not carry on any activities other than those specifically permitted by the RBI for NBFIs. The Company did not hold any deposits at the beginning of the year nor has it accepted any public deposits during the year under review. 4. Dividend: In order to conserve resources, the directors have not recommended any dividend for the year ended 31st March, 2015 (P. Y. NIL). 5. Reserves: The Board proposes to carry the Net profit After taxation (NPAT) of Rs.3,61,62,009.17/- for the financial year 2014-15 to the General Reserves (P. Y. NPAT - Rs.2,81,44,217.70/-). 6. Share Capital: There is no change in the Authorized Share Capital of the company. The Company has not issued any shares during the year. All 4,99,000 equity shares (100.00%) of the Company are in physical form and the Company has in-house share transfer department at the registered office of the company. 7. Directors, Key Managerial Personnel, Independent Directors & Compliance Officer As per Articles of Association of the company, Mr. D B. Raheja (DIN - 00145896), Director of the Company will retire by rotation and being eligible; offered himself for re-appointment at the ensuing Annual General Meeting. The Board recommends his re-appointment. Pursuant to the provisions of Section 203 and all other applicable provisions of the Companies Act, 2013 (including any statutory modifications or re-enactment thereof) read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company at their meeting held on 29th May, 2014, has appointed Mr. Suresh B. Raheja (DIN - 00077245), the present Whole-time Director as a Chief Executive Officer of the Company in the category of the Key Managerial Personnel for a period commencing from 29th May, 2014 to 31st May, 2016 (both days inclusive). Mr. S. B. Raheja is a Compliance officer for the purpose of compliance of the provisions of the Listing Agreement. Pursuant to the provisions of Section 149(1) of the Companies Act, 2013 and Rules made there under and pursuant to the Listing Agreement with the Bombay Stock Exchange Limited, Mrs. Nita J. Desai (DIN - 02222912), an existing Independent Director of the Company, was also appointed as a Woman Director of the Company with effect from 29th May, 2014. Pursuance to the provisions of section 152, 161 and Section 149 read with Schedule IV and other applicable provisions, if any, of the Act, and the Companies (Appointment and Qualification of Directors) Rules, 2014, the Board of Directors of the company at their meeting held on 16th March, 2015, had appointed Mr. Vineetkumar L. Khanna (DIN - 00436703) as an Additional Non-Executive Independent Director (Professional Category) of the Company, not liable to retire by rotation, for a period of 5 (five) years with effect from 16th March, 2015 to 15th March, 2020 (both days inclusive). The Company has received declarations from Mr. Khanna confirming that he meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Bombay Stock Exchange. The Board recommends a Special Resolution No. 4 for your approval. Mr. B. J. Sheth (DIN - 00145803), Director of the Company has resigned from the directorship of the company with effect from 16th March, 2015. The declaration made by Independent Directors are attached as Annexure V. 8. Particulars of Remuneration to its Employees / Directors / Key Managerial Personnel: The information required under the provisions of Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and the Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished below: Remuneration Policy: Pursuant to the provisions of 178(3) of the Act, the Board has, on the recommendation of the Nomination & Remuneration Committee framed a remuneration policy for selection and appointment of Directors, Senior Management and their remuneration is that - • Remuneration to Key Managerial Personnel and Staff is industry driven in which it is operating taking into account the performance leverage and factors such as to attract and retain quality talent. • For Directors, it is based on the shareholders resolutions. provisions of the Companies Act, 2013 and Rules framed therein and guidelines issued by Central Government and other authorities from time to time. Managerial Remuneration: The Company is paying salary of Rs.2,35,000/- per month to Mr. Suresh B. Raheja, Whole-time Director of the Company with effect from 15th December, 2011. The Company is paying sitting fees to all the other Non Executive & Independent Directors for attending meetings of the Board of Directors and the Audit Committee constituted by the Board of Directors of the Company 9. Meetings: During the year 8 (eight) Board Meetings held on 2nd April, 2014, 29th May, 2014, 23rd July, 2014, 14th August, 2014, 28th October, 2014, 15th November, 2014, 30th January, 2015 and 16th March, 2015 and 4 (four) Audit Committee Meetings held on 29th May, 2014, 23rd July, 2014, 28th October, 2014 and 30th January, 2015 & One separate meeting each of Independent Directors and Stakeholders Relationship Committee and Nomination & Remuneration Committee, Risk Management Committee and an Internal Compliance Committee were held on 16th March, 2015. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. 10. Board Evaluation: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of 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 Audit and Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. 11. Details of Subsidiary/Joint Ventures/Associate Companies: The Company does not have any Subsidiary/Joint Ventures/Associate Companies (Annexure IV). 12. Auditors: You are requested to re-appoint the Auditors M/s. R. A. Rajani & Co. (Firm Regt. No. 114606W) from the conclusion of this Annual General Meeting (AGM) till the conclusion of the year 2019 to fix their remuneration, subject to ratification at the every AGM. The Company has received a letter from M/s. R. A. Rajani & Co. to the effect that their re-appointment, if made, would be within the prescribe limits under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for reappointment. The notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The auditor's report does not contain any qualification, reservations or adverse remarks. 13. Disclosure about Cost Audit: The Cost Audit Orders is not applicable to the Company as the Company is an Investment company and hence, appointment of the cost auditor is not required. 14. Secretarial Audit Report: Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the company had appointed Mr. Kishor V. Ved, Practicing Company Secretary, to undertake the Secretarial Audit for the financial year ended 31st March, 2015. The report of the Secretarial Auditor's in Form No. MR-3 is enclosed as Annexure VI to this report. Observation in Secretarial Audit Report: The Board noted in the Secretarial Audit Report for the year ended 31st March, 2015, that the Company being a Listed Company is yet to appoint a Company Secretary and Chief Financial Officer in the category of the Key Managerial Personnel as required under Section 203 of the Act. Management Reply on Observation in Secretarial Audit Report: The Board noted the above and decided to comply with the above provisions at the earliest. 15. Internal Audit & Controls: Pursuant to the provisions of Section 138 of the Act, the Company has appointed M/s. Bhadresh SUNRISE INDUSTRIAL TRADERS LTD. Purohit & Associates, Chartered Accountants (M. No. 39663), Mumbai as the Internal Auditor for the financial year 2014-15. The Company continues to engage M/s. Bhadresh Purohit & Associates, as its Internal Auditor for the financial year 2015-16. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the Audit Committee and suitable corrective actions taken as per the directions of the Audit Committee on an ongoing basis to improve efficiency in operations. 16. Issue of employee stock options: The Company has not issued / granted any stock options to its employees including its Key Managerial Personnel and hence, the provisions of Rule 12 (9) of the Companies (Share Capital and Debentures) Rules, 2014 are not applicable. 17. Vigil Mechanism : Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established vide board resolution dated 23rd July, 2014. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.sunriseindustrial.co.in under investors link. 18. Risk management policy: The Company has been addressing various risks impacting and the policy of the company on risk management is provided in Management Discussion and Analysis in the Annual Report. 19. Management Discussion And Analysis: As required under Clause 49 of the Listing Agreement with the BSE, the Management Discussion and Analysis (MRA) for the year ended 31st March, 2015 and gives the state of affairs of the business of the company and are as under : The MRA contains forward-looking statements based on certain assumptions and expectations of future events. The Company, therefore, cannot guarantee that these assumptions and expectations are accurate or will be realised. The Company's actual results, performance or achievements can thus differ materially from those projected in any such forward-looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events. The Company has income from operations of Rs.3.24 Crores during the current year as against Rs.2,83 Crores during the previous year. The Company is an Investment Company and operates in one segment viz. investment in shares etc. The market is expected to improve slowly during the second half of the year 2015-16. The Company is setting up a good marketing team to enter to increased turnover. Our strength is our determination and team work, weakness is the low equity base, opportunities are multiples and threats are the vibrations in the economy and government policies. Management has put in place effective Internal Financial Control Systems to provide reasonable assurances for safeguarding assets and their usage, maintenance of proper accounting records and adequacy and reliability of the information used in financial statements for carrying on business operations. The Company has appointed an internal auditor to ensure compliance and effectiveness of the internal control systems in place. The Audit committee is regularly reviewing the internal audit reports for the audit carried out in all key areas of the operations. Normal for seeable risks of the company's assets are adequately assessed and inspections are carried out periodically The Company has constituted an Internal Compliance Committee for prevention, prohibition and redressal of complaints / grievances on the sexual harassment of women at work places. • RISKS AND CONCERNS In any business, risks and prospects are inseparable. As a responsible management, the Company's principal endeavour is to maximize returns. The Company continues to take all steps necessary to minimise its expenses through detailed studies and interaction with experts. • CAUTIONARY STATEMENT in this Management's Discussion and Analysis detailing the Company's objectives, projections, I estimates, estimates, expectations or predictions are "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Statements in the management discussion and analysis and directors report describing the company's strength, strategies and estimates and forward-looking statements within the meaning of the applicable laws and regulations, Actual results may vary from expressed or implied, depending upon economic conditions, government policies and other incidental factors. 20. Extract of Annual Return: As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in Form MGT 9 as a part of this Annual Report is enclosed as an Annexure I. 21. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report: There are no material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities, operations of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc. 22. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future: There are no orders passed by regulators or courts or tribunals etc. 23. Deposits: The company has not accepted any deposits during the financial year under review. 24. Particulars of loans, guarantees or investments under section 186: The Company has not granted any loans, guarantees or investments as covered under section 186 of the Act. 25. Particulars of contracts or arrangements with related parties: The company has not entered any contract or arrangements entered with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 during the financial year, as disclosed in Annexure III. 26. Corporate Governance Certificate: A separate section on compliance with the conditions of Corporate Governance and a report on Corporate Governance approved by the Board of Directors of the Company and a certificate from Mr. Kishor V. Ved, Practicing Company Secretary, Mumbai, for the year ended 31st March, 2015 is set out in the Annexure to the Directors' report. The Company has fully complied with the Corporate Governance practices specified under the Companies Act, 1956 and the Companies Act, 2013 and the Listing Agreement with Bombay Stock Exchange. 27. Disclosure As Per The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013: In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified. Under the said Act, the company has set up an Internal Complaint Committee to look into complaints relating to sexual harassment at work place of any women employees. During the year under review, the Company has not received any complaints of harassment. 28. Conservation of energy, technology absorption and foreign exchange earnings and outgo Information required under section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 with regard to conservation of energy and technology absorption are not applicable to the Company as the Company is an Investment Company and is in the business of investment and share trading business. There are no foreign exchange earnings and outgo during the financial year. 29. Corporate Social Responsibility (CSR): The provisions of section 135 of the Companies Act, 2013 are not applicable to the Company, due to the following (Annexure II): • Net worth of the Company is less than Rs.500.00 Crores; or • Turnover is less than Rs.1,000.00 Crores; or • Net Profit is less than Rs.5.00 Crores during any financial year. 30. Human Resources: I Your Company treats its own employees as "human resources", one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. 31. Directors' Responsibility Statement: The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 and Section 134(5) of the Companies Act, 2013, shall state that— (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had 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 of the company for that period; (c) the directors had 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 had prepared the annual accounts on a going concern basis; and (e) the directors had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 32. Transfer of Amounts to Investor Education and Protection Fund: Your Company did not have any funds lying unpaid or unclaimed for a last seven years and hence, no funds are required to be transferred to Investor Education and Protection Fund. 33. Listing with the Stock Exchange: The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to the BSE where the Company's Shares are listed. 34. Acknowledgements An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results. For and on behalf of the Board of Directors SUNRISE INDUSTRIAL TRADERS LIMITED SURESH B. RAHEJA WHOLE-TIME DIRECTOR (DIN – 00077245) VINEETKUMAR L. KHANNA DIRECTOR (DIN – 00436703) Place : Mumbai, date : 29th May, 2015 |