Sunrise Asian Ltd.
|BSE: 506615||Sector: Others|
|NSE: N.A.||ISIN Code: INE917D01011|
|BSE 14:59 | 19 Jun||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 506615||Sector: Others|
|NSE: N.A.||ISIN Code: INE917D01011|
|BSE 14:59 | 19 Jun||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
SUNRISE ASIAN LIMITED
Your Directors have pleasure in presenting their 34th Annual Report on theAudited Statement of Accounts of Sunrise Asian Limited ["Company"] for theFinancial 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 theconsolidated 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 underreview the Company has posted total Income of Rs. 17021.92 Lacs as against totalIncome of Rs. 11345.80 Lacs in the corresponding previous year.
Net Profit after Tax for the year under review was Rs. 95.22 Lacs as against NetProfit 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 theCompanies' business. All these five companies which are now the wholly subsidiaries of theCompany are independently profitable companies and has a well grounded management inplace. This diversification has enabled the Company to attain high margins sustainablebusiness and expanded market of these entities. All these entities together with theparent Company will become a formidable and unbeatable entity offering high valueaddition and sustained revenues.
4. DIVIDEND AND RESERVES
To deploy the resources in the more meaningful manner your directors abstain fromdeclaring 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 isRs. 456630600/- comprising of 45663060 shares of Rs. 10/- each. During the yearunder 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 forthcomingAnnual General Meeting and being eligible himself for reappointment.
Further Mr. Mahesh Joshi (DIN: 00655923) was re-appointed as the Whole TimeDirector of the Company with effect from 19th June 2015 for the period of 5years subject to approval of Members at forthcoming Annual General Meeting.
Mr. Arunesh (DIN: 03115467) and Mr. Nitesh Ranjan (DIN: 06997743) who wereappointed as Additional Director of the Company w.e.f 3rd November 2014 weredesignated as Whole Time Directors of the Company with effect from 14th August2015 for the term of 5 years subject to approval of Members at forthcoming Annual GeneralMeeting.
Mr. Dheeraj Kumar Jain tendered his resignation as Independent Director of theCompany but with the persuasions of the various members of the Board he rescinded hisresignation.
Mr. Sanjiv Mishra and Mr. Sanjit Jha Directors of the Company tenderedtheir resignation with effect from 14th August 2015.
Ms. Nirali Mehta(DIN: 07145513) who was appointed as Additional Director of theCompany designated as Non Executive Non Independent with effect from 31st March 2015.
Ms. Srashti Suresh Sharda was appointed as Chief Financial Officer of the Companywith effect from 31st March 2015.
Ms. Sonal Singal was appointed as Company Secretary of the Company with effect from24th January 2015.
7. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) & 134(5) of the Companies Act 2013 the Board ofDirectors of the Company hereby confirm that:
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts on a going concern basis; and
(e) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED RETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred at the end of the financial year to which this financial statement relate on thedate 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 employeesof 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. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013 and the Listing Agreement.
During the year 07 (Seven) Board Meetings were convened and held the detailsof which are given in the Corporate Governance Report.
11. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and the Listing Agreement theBoard has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Committees. TheDirectors expressed satisfaction with the evaluation process. The manner in which theevaluation 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 theyfulfill all the requirements as to qualify for their appointment as Independent Directorunder the provisions of section 149 of the Companies Act 2013 as well as Clause 49 of theListing Agreement.
13. NOMINATION AND REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors. This policy also lays down criteria for selection andappointment of Board Members. The Nomination and Remuneration policy has been uploaded onthe website of the Company at http://www.sunriseasian.net/. and also annexed as AnnexureVI 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 AnnualGeneral Meeting of the Company to hold the Office till the conclusion of 36thAnnual General Meeting of the Company conveys his unwillingness to continue as thestatutory auditor of the Company for the remaining period of his tenure.
Further M/s. B. M. Gattani and Co. Chartered Accountants Mumbai [FirmReg. No. 113536W] be appointed as the Statutory Auditors of the Company to hold office forthe term of 5 years i.e from the conclusion of the forthcoming Annual General Meeting ofthe Company till the conclusion of the 39th Annual General Meeting to be held for theFinancial Year 2020.
As required under the provision of section 139 of the Companies Act 2013 the companyhas obtained a written consent and eligibility certificate from M/s. B. M. Gattani andCo. Chartered Accountants to the effect that appointment if made would be inconformity 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 RajpurohitPracticing Company Secretary have been appointed Secretarial Auditors of the Company. TheSecretarial Audit Report is enclosed as Annexure Vto this report.
16. EXPLANATIONS)/ COMMENTS) PURSUANT TO SECTION 134f3)ffim& Mi). IF ANY. OFTHE COMPANIES ACT. 2013:
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.
The following disclosures has been made by the Secretarial Auditor in his reportrequiring explanation:
"The Company has complied with the applicable clauses of the Listing agreementexcept to Clause 41 pertaining to submission of financial results wherein there was anunintentional delay for submission of the same for quarters ended December 2013 toSeptember 2014.
Further there was an instance of trading of shares during the window closure periodduring the period under Audit."
Due to the inadvertent error there was a delay in submission of quarterly financialresults as per Cluase 41 of the Listing Agreement for quarters ended December 2013 toSeptember 2014. We take the same into consideration and the management will takeaprropriate stepsto make sure such delays does not occur in future.
The instance of the trading of shares during the window closure period took place dueto the inadvertent error. The management will take due care to adhere to the InsiderTrading Regulations in future.
17. COST AUDIT
Pursuant to the Companies (Cost records and Audit) Rules 2014 maintaining the costrecords 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 thefinancial statement. The Audit Committee of the Board periodically reviews the internalcontrol systems with the management Internal Auditors and Statutory Auditors. Significantinternal audit findings are discussed and follow-ups are taken thereon.
Further M/s. Rahul Lodha & Associates Chartered Accountant has beenappointed as Internal Auditor of the Company with effect from 31st March 2015as 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 31stMarch 2015 for risk assessment and minimization. As per listing agreement the companyshall constitute Risk Management Committee consisting majority of member of Board ofCompany. The Chairman of the Committee shall be member of the Board of Directors. The RiskManagement committee shall carry of such roles and responsibilities as may be defined bythe Board and such other functions as may be required.
20. RE-CONSTITUTION OF SHARE TRASFER COMMITTEE
The Company re-constituted Share Transfer Committee with effect from 31stMarch 2015 to approve transfer and transmission of securities.
21. RE-CONSTITUTION OF AUDIT COMMITTEE
Mr. Mahesh Joshi Whole Time Director of the Company was introduced as the members ofthe Audit Committee on 31st March 2015. All the Members of Audit Committeepossesses strong knowledge of accounting and financial management. The Key ManagerialPersonnel are regularly invited to attend the Audit Committee meetings. The other detailsof the Audit Committee are given in the Corporate Governance Report appearing as aseparate section in this Annual Report.
22. RE-CONSTITUTION OF STAKEHOLDER RELATIONSHIP COMMITTEE
During the financial year under review the Stakeholder Relationship Committee wasreconstituted w.e.f. 31st March 2015 in order to Company with provision ofSection 178 of the Companies Act 2013. The other details of the Committee are given inthe Corporate Governance Report appearing as a separate section in this Annual Report.
23. RE-CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration was reconstituted in Board Meeting held on 31stMarch 2015. Ms. Nirali Mehta was appointed as Additional Non Executive Non IndependentDirector of the company w.e.f. 31st March 2015 and she was introduced as aMember in the Nomination and Remuneration Committee. The other details of the Committeeare given in the Corporate Governance Report appearing as a separate section in thisAnnual Report.
24. EMPLOYEES STOCK OPTION PLAN
The Company has not provided stock options to any employee.
25. WHISTLE BLOWER POLICY
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Whistle Blower Policy for directors and employees to report genuine concerns has beenestablished. The Whistle Blower Policy has been uploaded on the website of the Company athttp://www.sunriseasian.net/. The employees of the Company are made aware of the saidpolicy 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 assessmentand minimization procedures. These procedures are reviewed by the Board annually to ensurethat there is timely identification and assessment of risks measures to mitigate themand mechanisms for their proper and timely monitoring and reporting. The policy on RiskManagement has been uploaded on the Website of the Company athttp://www.sunriseasian.net/.
27. EXTRACT OF ANNUAL RETURN
The details forming part of the Extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this Report as Annexure IIand forms part of this Report.
28. DETAILS OF SUBSIDIARY/IOINT VENTURES/ASSOCIATE COMPANIES
The Statement AOC-1 pursuant to the provisions of Section 129 (3) of theCompanies Act 2013 read with Rule 5 of the Companies (Accounts) Rules 2014 regardingSubsidiary Company is enclosed as Annexure III to this Report.
The Company has not accepted nor renewed any fixed deposits during the FY 2014-15 andas 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 becomewholly owned subsidiaries of the Company. Details of the investment are as follows:
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 whichare in the ordinary course of business and at arm's length basis with approval of theAudit Committee. The Audit Committee grants omnibus approval for the transactions whichare of foreseen and repetitive nature. A detailed summary of Related Party Transactions isplaced before the Audit Committee & the Board of Directors for their review everyquarter.
There are no materially significant Related Party Transactions executed between theCompany and its Promoters Directors key Managerial Personnel or other designatedpersons 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 theCompany regarding the compliance of conditions of corporate governance as stipulated underClause 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 affairsof the Company's operations forms a part of this Annual Report.
35. CONSERVATION OF ENERGY. RESEARCH AND DEVELOPMENT. TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE
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 notrequired to be made.
The Company provided e-voting facility to all its members to enable them to cast theirvotes electronically on all resolutions set forth in the Notice. This is pursuant toSection 108 of the Companies Act 2013 and Rule 20 of the Companies (Management andAdministration) Amendment Rules 2015. The instructions for e-voting are provided in theNotice.
(C) Foreign exchange earnings and Outgo-
The Company has neither earned any income nor incurred any expenditure in foreignexchange.
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 sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
During the year ended 31st March 2015 there were no cases filed /reportedpursuant to the Sexual Harassment of women at workplace (Prevention Prohibition andRedressal) Act 2013.
The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 toBSE where the Company's Shares are listed.
During the year under review no significant and material orders were passed by theregulators or courts or tribunals impacting the going concern status and Company'soperations.
38. HUMAN RESOURCES
Your Company treats its "human resources" as one of its most importantassets.
Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.
The Directors would like to thank all shareholders customers bankers suppliers andeverybody else with whose help cooperation and hard work the Company is able to achievethe results. The Directors would also like to place on record their appreciation of thededicated efforts put in by the employees of the Company.
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 theemployees 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 inthe financial year 201415
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 SunilMehta 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 inthe Financial Year 2014-15 and thus the comparative figures for FY 2013-14 are notavailable.
3. **Ms. Sonal Singhal (Company Secretary) was appointed on 24th January2015 and thus the comparative figures for FY 2013-14 are not available. The remunerationshown above is for part of the financial year 2014-15.
4. Ms. Srashti Suresh Sharda CFO of the Company was appointed on 31st March2015 hence no remuneration was paid during the Financial Year 2014-15.
5. Median remuneration of all the employees of the Company for the financial year2014-15 is Rs.100000.
iii. The percentage increase in the median remuneration of employees in the financialyear 2014-15
Note: The calculation of % increase in the median remuneration has been donebased on comparable employees. In the Financial Year 2013-2014 there were 18 employeesassociated with the Company but due to the company's inability to continue with largehuman resource 8 employees left the organisation during the 201314. In Financial Year2014-15 there are only 9 employess on the roll of the Company and above mentioned figuresare calculated on the basis of comparable employees only i.e. the employees who were onroll 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 andCompany performance.
The Employees received hikes considering the criticality of the roles they play theirindividual performance in the Financial Year 2013-14 and skills set they possess and tomatch up with the growing inflation. The average increase in median remuneration was inline with the performance of the Company.
vi. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company.
The whole time directors of the Company (KMP's) did not withdraw any remuneration fromthe Company. Apart from him CS and CFO are employed in 2014-15 and no comparison of theirremuneration can be done with the performance of the Company. CS and CFO were employed tofulfill the legal requirements and also qualified personnel are required to sail theCompany.
vii. Variations in the market capitalization of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease or decrease in the market quotations of the shares of the Company in comparisonto 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. 2242.96crore as on March 31 2014).
b. Price Earning ratio of the equity shares of the Company was 2859.43 as at March 312015 and 25077.53 as at March 31 2014.
viii Percentage increase or decrease in the market quotations of the shares of theCompany 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 backwith an issue price of Rs.10 per share and the closing price of the Company's Equity shareon the BSE as on March 31 2015 was Rs. 596.25 therefore comparison between two of themwill not suffice the purpose. The closing price of the Company's Equity share on the BSEas on March 31 2014 Rs.491.20.
ix Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration.
Average percentile increase in the salaries of employee other than the MD & CEO inthe Financial Year 2014-15 was 10%
The average increase of 10% in the salaries of employees was in line with the marketprojection the performance of the Company in the financial year 2013-14 the individualperformance of the employees the criticality of the roles they play and skills set theypossess.
x The comparison of the each remuneration of Key Managerial Personnel against theperformance 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 suchcomparison of each remuneration of KMP against the performance of the Company is notpossible. CS and CFO were employed to fulfill the legal requirements and also qualifiedpersonnel is required to sail the Company.
xi The key parameters for any variable component of remuneration availed by theDirectors.
No director of the Company is being paid remuneration and hence there is no variablecomponent.
xii. The ratio of the remuneration of the highest paid Director to that of theemployees who are not Directors but receive remuneration in excess of the highest paidDirector during the year.
No Director of the Company is being paid remuneration; hence there are no employees ofthe Company who receive remuneration in excess of the highest paid Director of theCompany.
xiii. Affirmation that the remuneration is as per the Remuneration Policy of theCompany
Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 it is affirmed that the remuneration paid to the Directors KMPsSenior Management and other employees of the Company is as per the Remuneration Policy ofthe Company.
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]
SUNRISE ASIAN LIMITED
913 Raheja Center
Free Press Journal Marg
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by SUNRISE ASIAN LIMITED (hereinaftercalled the Company). The Secretarial Audit was conducted in a manner that provided me areasonable basis for evaluating the corporate conducts/statutory compliances andexpressing my opinion thereon.
Based on my verification of the Company's books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the Company has duringthe audit period covering the financial year ended on 31st March 2015 ('AuditPeriod') complied with the statutory provisions listed hereunder subject to specifiedobservation mentioned below however the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March2015 according 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 madethereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) 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 DisclosureRequirements) Regulations 2009 (Not Applicable to the Company during the AuditPeriod);
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999(Not Applicable to the Company duringthe 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 ShareTransfer 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) Regulations1998; (Not Applicable to the Company during the Audit Period);
However there were no specifically applicable laws for the company to adhere toexcept 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 (NotApplicable 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 theAct Rules Regulations Guidelines Standards etc. mentioned above subject toobservations stated therein:-
The Company has complied with the applicable clauses of the Listing agreement except toClause 41 pertaining to submission of financial results wherein there was an unintentionaldelay 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 periodduring the period under Audit.
I further report that:
- The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
- Adequate notice is given to all Directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
- Majority decisionswere carried through unanimous approval of present directors andrecorded as part of the minutes.
I further report that:
- there are adequate systems and processes in the Company commensurate with the sizeand operations of the company to monitor and ensure compliance with applicable lawsrules regulations and guidelines.
I further report that during the audit period there were no specific events/actionshaving a major bearing on the Company's affairs in pursuance of the above referred lawsrules guidelines and standards.
ANNEXURE TO THE SECRETARIAL AUDIT REPORT
SUNRISE ASIAN LIMITED
I further state that my said report of the even date has to be read along with thisletter.
1. Maintenance of Secretarial/ Statutory Records is the responsibility of theManagement of the Company. My responsibility is to express an opinion on these recordsbased on the audit.
2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial Records.
3. I have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.
4. Wherever required I have obtained the Management representation about the complianceof laws rules and regulations and happenings of events etc.
5. The compliance of the provisions of corporate and other applicable laws rulesregulations standard is the responsibility of management. My examination is limited tothe verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.
Nomination and Remuneration Policy (Under Section 178 of the Companies Act 2013)
In pursuance of the Company's policy to consider human resources as its invaluableassets to pay equitable remuneration to all Directors key managerial personnel andemployees of the company to harmonize the aspirations of human resources consistent withthe goals of the company and in terms of the provisions of the Companies Act 2013 and theListing Agreement with the stock exchanges (as amended from time to time) this polic onnomination and remuneration of Directors Key Managerial Personnel (KMP) and SeniorManagement 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 knownas the Nomination and Remuneration Committee consisting of three or more nonexecutivedirectors out of which not less than one-half are independent directors. The Chairman ofthe Committee is an Independent Director. However the chairperson of the company (whetherexecutive or non executive) may be appointed as a member of the Nomination andRemuneration Committee but shall not chair such Committee."
The Nomination and Remuneration/Compensation Committee and this Policy shall be incompliance with Section 178 of the Companies Act 2013 read along with the applicablerules thereto and Clause 49 under the Listing Agreement. The objective of this policy isto lay down a framework in relation to remuneration of directors KMP senior managementpersonnel and other employees. The Key Objectives of the Committee would be:
1. To guide the Board in relation to appointment and removal of Directors KeyManagerial Personnel and Senior Management.
2. Formulate the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration 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 reportto the Board for further evaluation of the Board.
5. To recommend to the Board on Remuneration payable to the Directors Key ManagerialPersonnel and Senior Management.
6. To provide to Key Managerial Personnel and Senior Management reward linked directlyto their effort performance dedication and achievement relating to the Company'soperations.
7. To retain motivate and promote talent and to ensure long term sustainability oftalented 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.
10. To Implement and monitor policies and processes regarding principles of corporategovernance.
a) Directors (Executive and Non Executive)
b) Key Managerial Personnel
c) Senior Management Personnel
"Act" means the Companies Act 2013 and Rules framed there under as amendedfrom 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 aWhole-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 thecompany who are members of its core management team excluding Board of Directorscomprising all members of management one level below the executive directors includingthe functional heads.
Unless the context otherwise requires words and expressions used in this policy andnot defined herein but defined in the Companies Act 2013 as may be amended from time totime 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 andexperience of the person for appointment as Director KMP or at Senior Management leveland recommend to the Board his/her appointment.
A person should possess adequate qualification expertise and experience for theposition he/she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person issufficient/satisfactory for the concerned position.
The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution based on the explanatory statement annexed tothe notice for such motion indicating the justification for extension of appointmentbeyond seventy years.
a) Managing Director/Whole-time Director:
The Company shall appoint or re-appoint any person as its Executive Chairman ManagingDirector or Executive Director for a term not exceeding five years at a time. Nore-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 consecutiveyears on the Board of the Company and will be eligible for re-appointment on passing of aspecial resolution by the Company and disclosure of such appointment in the Board'sReport.
No Independent Director shall hold office for more than two consecutive terms ofupto maximum of 5 years each but such Independent Director shall be eligible forappointment 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 beappointed in or be associated with the Company in any other capacity either directly orindirectly.
At the time of appointment of Independent Director it should be ensured thatnumber of Boards on which such Independent Director serves is restricted to seven listedcompanies as an Independent Director and three listed companies as an Independent Directorin case such person is serving as a Whole-time Director of a listed company or such othernumber as may be prescribed under the Act.
The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly).
Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules and regulations there under the Committee may recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules and regulations.
The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion 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 theCompany.
Policy for Remuneration to Directors/KMP/Senior Management Personnel
1. Remuneration to Managing/Whole-time/Executive/Managing Director KMP and SeniorManagement Personnel:
The Remuneration/Compensation/Commission etc. to be paid to Director/Managing Directoretc. shall be governed as per provisions of the Companies Act 2013 and rules made thereunder 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 shallbe subject to ceiling/ limits as provided under Companies Act 2013 and rulesmade thereunder or any other enactment for the time being in force.
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 andmembers of Senior Management and reviewing its effectiveness;
Ensuring that on appointment to the Board Non-Executive Directors receive aformal letter of appointment in accordance with the Guidelines provided under the Act;
Identifying and recommending Directors who are to be put forward for retirementby rotation;
Determining the appropriate size diversity and composition of the Board;
Developing a succession plan for the Board and Senior Management and regularlyreviewing the plan;
Evaluating the performance of the Board members and Senior Management in thecontext of the Company's performance from business and compliance perspective;
Making recommendations to the Board concerning any matters relating to thecontinuation in office of any Director at any time including the suspension or terminationof service of an Executive Director as an employee of the Company subject to the provisionof the law and their service contract.
Delegating any of its powers to one or more of its members or the Secretary ofthe 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 andalso bearing in mind that the remuneration is reasonable and sufficient to attract retainand motivate members of the Board and such other factors as the Committee shall deemappropriate all elements of the remuneration of the members of the Board.
2. Approving the remuneration of the Senior Management including key managerial of theCompany maintaining a balance between and incentive pay reflecting short and long termperformance 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 theCommittee.
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 andmanual 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 whenrequired and also by the Compliance Officer where there is any statutory changesnecessitating the change in the policy.