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Sunrise Industrial Traders Ltd.

BSE: 501110 Sector: Financials
NSE: N.A. ISIN Code: N.A.
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VOLUME 50
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P/E 0.07
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Buy Price 5.79
Buy Qty 15850.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5.79
CLOSE 5.52
VOLUME 50
52-Week high 5.79
52-Week low 5.79
P/E 0.07
Mkt Cap.(Rs cr) 0
Buy Price 5.79
Buy Qty 15850.00
Sell Price 0.00
Sell Qty 0.00

Sunrise Industrial Traders Ltd. (SUNRISEINDL) - Director Report

Company director report

To

The Members

SUNRSE INDUSTRIAL TRADERS LIMITED

Your Directors have pleasure in presenting their Forty Fourth Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended 31stMarch2016.

1.Financial summary or highlights/Performance of the Company (Standalone):

The Board's Report shall be prepared based on the financial statements (Standalone) ofthe company.

Particulars 2015-2016 2014-2015
Gross Income 52372666.41 47050591.84
Profit Before Interest and Depreciation 47025607.27 42382256.17
Finance Charges - -
Gross Profit 47025607.27 42382256.17
Provision for Depreciation & amortization of expenses 103961.00 147727.00
Net Profit Before Tax 46921646.27 42234529.17
Provision for Tax 8250000.00 6072520.00
Net Profit After Tax 38671646.27 36162009.17
Balance available for appropriation 38671646.27 36162009.17
Proposed Dividend on Equity Shares - -
Tax on proposed Dividend - -
Surplus carried to Balance Sheet & Transferred to General Reserve 38671646.27 36162009.17

2.Brief description of the Company's working during the year/State of Company's affair:

The Company has one segment viz.investment in securitiescommoditiesetc.The market isexpected to improve slowly during the second half of the year 2016-17.

3.Change in the nature of business & Deposits:

There is no change in business of the Company during the financial year 2015-16.

The Company is a Non-Banking Financial Institution (NBFI) registered with the ReserveBank of India (Regt.No.B-13.01546) as without accepting public deposits under section45-IA of the RBI Act1934.The Company has complied with and continuous to comply with allapplicable lawsrulesregulations etc.including directions of the RBI and it does notcarry on any activities other than those specifically permitted by the RBI for NBFIs.TheCompany did not hold any deposits at the beginning of the year nor has it accepted anypublic deposits during the year under review.

4.Dividend:

In order to conserve resourcesthe directors have not recommended any dividend for theyear ended 31st March2016 (P.Y.NIL).

5.Reserves:

The Board proposes to carry the Net profit After taxation (NPAT) of Rs.38671646/-for the financial year 201516 to the General Reserves Account (P.Y.NPAT -Rs.36162009/-).

6.Share Capital:

There is no change in the Authorized Share Capital of the company.The Company has notissued any shares during the year.All 499000 equity shares (100.00%) of the Company arein physical form as on 31.03.2016.The Company has appointed M/s.Karvy ComputersharePvt.Ltd.as the Registrar & Share Transfer Agent for dealing with both Physical &Electronic shares.The Company's securities are admitted in the Central Depository Service

(India) Ltd and the ISIN No.allotted to the Company by them in respect of Equity Sharesis INE371U01015.The admission to the National Securities Depository Ltd.is pending withthem.

7.DirectorsKey Managerial Personnel.Independent Directors & Compliance Officer

As per Article No.127 of the Articles of Association of the companyMr.D B.Raheja (DIN- 00145896)Director of the Company will retire by rotation and being eligible; offeredhimself for re-appointment at the ensuing Annual General Meeting.The Board recommends hisre-appointment.

Pursuant to the provisions of Section 203 and all other applicable provisions of theCompanies Act2013 (including any statutory modifications or re-enactment thereof) readwith Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules2014 and on recommendation of the Nomination and Remuneration Committeethe Board ofDirectors of the Company at their meeting held on 28th May2016have re-appointedMr.Suresh B.Raheja (DIN - 00077245)as a Whole-time Director and Chief Executive Officerin the category of Key Managerial Personnel for a period commencing from 1stJune2016 to 31st May2021 (both days inclusive).Mr.S.B.Raheja is a Complianceofficer for the purpose of compliance of the provisions of the SEBI (Listing Obligationand Disclosure Requirements) Regulations2015.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act2013 and Regulation16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

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 theCompanies (Appointment and Remuneration of Managerial Personnel) Rules2014in respect ofemployees of the Company and Directors is furnished below:

. Name Designation Remuneration paid FY 2015-16 (Rs.) Remuneration paid FY 2014-15 (Rs.) Increase in remuneration from previous year (Rs.) Ratio/times per Median of employee remuneration
2 3 4 5 6 7
1 S.B. Raheja (*) Whole-time Director & CEO 2820000.00 2820000.00 - As per point no.3 below of Other Disclosures
Qua and of th emp ifications experience e loyee

Date of commencement of employment

Age Last employment held by such employee before joining the company
8

9

10

11

B.Com.

01.06.2011

56 years

Raheja Stock Brokers Pvt.Ltd.

(*) Mr.S.B.Raheja is a relative (brother) of Mr.D.B.RahejaDirector of the Company

Other Disclosures pursuant to the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules2014:

Requirements Disclosure
1 Ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year Whole-time Director & CEO (WTD & CEO)
2 Percentage increase in remuneration of each directorChief Financial OfficerChief Executive OfficerCompany Secretary or Managerif anyin the financial year WTD & CEO - No increase was given during 201516 The Company does not have Company Secretary and Chief Financial Officer
3 Percentage increase in the median remuneration of employees in the financial year 31.33 : 1 for 31.03.2016 (P.Y.: 35.03 : 1 for 31.03.2015)
4 Number of permanent employees on the rolls of company Five (5) as on 31st March2016 and Seven (7) as on 31st March2015
5 Explanation on the relationship between average increase in remuneration and company performance There is no direct relationship between average increase in the remuneration of employees and Key Managerial Personnel with year to year financial performance of the company
6 Comparison of the remuneration of the Key Managerial Personnel (KMP) against the performance of the company Aggregate remuneration of KMP - RS.2820000/- Revenue - Rs.52372666.41 Remuneration of KMP (as % of Revenue) - 5.38 Profit before Tax (PBT) - Rs.46921646.27 Remuneration of KMP (as % of PBT) - 6.01

 

7 Variations in the market capitalization of the companyprice earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over 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 Particulars 31.03.16 31.03.15
Market Cap. 2754480/- 2754480/-
P/E Ratio 0.074 0.076
Increase in
Market Cap 0% 0%
The public offer was made in 1976 at par

 

8 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 There was no increase in the remuneration of Managerial personnel
9 Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company There was no increase in the remuneration of Managerial personnel
10 Key parameters for any variable component of remuneration availed by the directors There is no variable component of remuneration to the directors
11 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 NIL.The company did not have any employees who has received remuneration in excess of highest paid WTD & CEO of the company for the F.Y.2015-16
12 Affirmation that the remuneration is as per the remuneration policy of the company Remuneration to employees and directors of the company is in line with remuneration policy of the company

Remuneration Policy:

Pursuant to the provisions of 178(3) of the Actthe Board hason the recommendation ofthe Nomination & Remuneration Committee framed a remuneration policy for selection andappointment of DirectorsSenior Management and their remuneration is that -

• Remuneration to Key Managerial Personnel and Staff is industry driven in whichit is operating taking into account the performance leverage and factors such as toattract and retain quality talent.

• For Directorsit is based on the shareholders resolutions.provisions of theCompanies Act2013 and Rules framed therein and guidelines issued by Central Governmentand other authorities from time to time.

Managerial Remuneration:

The Company is paying salary of Rs.235000/- per month to Mr.SureshB.RahejaWhole-time Director of the Company with effect from 15th December2011 as per theremuneration policy of the company.The Company is paying sitting fees to all the other NonExecutive & Independent Directors for attending meetings of the Board of Directors andthe Audit Committee constituted by the Board of Directors of the Company.

9.Board Meetings:

The details of the number of meetings of the Board held during the Financial Year2015-2016 forms part of the Corporate Governance Report.The intervening gap between theMeetings was within the period prescribed under the Companies Act2013.

10.Board Evaluation:

Pursuant to the provisions of the Companies Act2013 and Regulation 17 of the SEBI(LODR) Regulations2015the Board has carried out an annual performance evaluation of itsown performancethe directors individually as well as the evaluation of the working of itsAudit Committee and Nomination & Remuneration Committee and the Stakeholders RelationsCommittee and Risk Management Committee.The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.

11.Details of Subsidiary/Joint Ventures/Associate Companies:

The Company has no Subsidiary/Joint Ventures Companybutthe Company has one AssociateCompanies viz.Raheja Stock Brokers Pvt.Ltd.as detailed in Form AOC-1 (Annexure I).

12.Auditors:

You are requested to re-appoint the Auditors M/s.R.A.Rajani & Co.(FirmRegt.No.114606W) from the conclusion of this Annual General Meeting (AGM) till theconclusion of the year 2019 to fix their remunerationsubject to ratification at the everyAGM.The Company has received a letter from M/s.R.A.Rajani & Co.to the effect thattheir re-appointmentif madewould be within the prescribe limits under section 141(3)(g)of the Companies Act2013 and that they are not disqualified for re-appointment.

The auditor's report does not contain any qualificationreservations or adverseremarks.The notes on financial statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments.

13.Disclosure about Cost Audit:

The Cost Audit Orders / Rules are not applicable to the Company as the Company is anInvestment company and henceappointment of the cost auditor is not applicable.

14.Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules2014the Board of Directorsof the company has appointed Mr.Kishor V.VedPracticing Company Secretaryto undertake theSecretarial Audit for the financial year ended 31st March2016.The report ofthe Secretarial Auditor's in Form No.MR-3 is enclosed as Annexure II to this report.

Observation in Secretarial Audit Report:

The Secretarial Auditor has observed in his Secretarial Audit Report for the year ended31st March2016that the Company being a Listed Company is yet to appoint aCompany Secretary and Chief Financial Officer in the category of the Key ManagerialPersonnel 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 theearliest.

15.Internal Audit & Controls:

Pursuant to the provisions of Section 138 of the Actthe Company has appointedM/s.Bhadresh Purohit & AssociatesChartered Accountants (M.No.39663)Mumbaias theInternal Auditor for the financial year 2015-.During the yearthe Company continued toimplement their suggestions and recommendations to improve the control environment.Theirscope of work includes review of processes for safeguarding the assets of theCompanyreview of operational efficiencyeffectiveness of systems and processesandassessing the internal control strengths in all areas.Internal Auditors findings arediscussed with the Audit Committee and suitable corrective actions taken as per thedirections of the Audit Committee on an ongoing basis to improve efficiency in operations.

The Company continues to engage M/s.Bhadresh Purohit & Associatesas its InternalAuditor for the financial year 2016-17.

16.Issue of employee stock options:

The Company has not issued / granted any stock options to its employees including itsKey Managerial Personnel and hencethe provisions of Rule 12 (9) of the Companies (ShareCapital and Debentures) Rules2014 are not applicable.

17.Vigil Mechanism :

Pursuant to the provisions of section 177(9) & (10) of the Companies Act2013aVigil Mechanism for directors and employees to report genuine concerns has beenestablished vide board resolution dated 23rd July2014.The Vigil MechanismPolicy has been uploaded on the website of the Company at www.sunriseindustrial.co.in under investorslink.

18.Risk management policy:

The Company has been addressing various risks impacting and the policy of the companyon risk management is provided in Management Discussion and Analysis in the Annual Report.

19.Management Discussion And Analysis:

As required under the SEBI (LODR) Regulations2015the Management Discussion andAnalysis (MRA) for the year ended 31st March2016 and gives the state of affairs of thebusiness of the company and are as under :

The MRA contains forward-looking statements based on certain assumptions andexpectations of future events.

The Companythereforecannot guarantee that these assumptions and expectations areaccurate or will be realised.The Company's actual resultsperformance or achievements canthus differ materially from those projected in any such forward-looking statements.TheCompany assumes no responsibility to publicly amendmodify or revise any forward lookingstatementson the basis of any subsequent developmentsinformation or events.

The Company has income from operations of Rs.3.09 Crores during the current year asagainst Rs.324 Crores during the previous year.The Company is an Investment Company andoperates in one segment viz.investment in shares etc.

The market is expected to improve slowly during the second half of the year 2016-17.

Our strength is our determination and team workweakness is the low equitybaseopportunities are multiples and threats are the vibrations in the economy andgovernment policies.

Management has put in place effective Internal Financial Control Systems to providereasonable assurances for safeguarding assets and their usagemaintenance of properaccounting records and adequacy and reliability of the information used in financialstatements for carrying on business operations.

The Company has appointed an internal auditor to ensure compliance and effectiveness ofthe internal control systems in place.The Audit committee is regularly reviewing theinternal 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 andinspections are carried out periodically.

The highlights of financial operational performance are given below:

Particulars 2015-16 2014-15
1 Income from operations 30902733 32360059
2 Other Income 21469933 14690533
3 Gross Income (1 + 2) 52372666 47050592
4 Total Expenditure (5451020) (4816063)
5 Net Profit Before Tax 46921646 42234529
6 Provisions for Taxation (8250000) (6072520)
7 Profit / (loss) After Tax 38671646 36162009
8 Paid-up share capital 4990000 4990000
9 Return on average capital employed % (before interest and Tax) (5 / 8) 9.40 times 8.46 times
10 Current Ratio (current assets / current liabilities) 1 : 0 1 : 0
11 Borrowings : Equity Ratio 0 : 1 0 : 1

The Company has only one segment viz.Investment in securitiescommodities etc.

The Company has constituted an Internal Compliance Committee for preventionprohibitionand redressal of complaints / grievances on the sexual harassment of women at work places.

• RISKS AND CONCERNS

In any businessrisks and prospects are inseparable.As a responsible managementtheCompany's principal endeavor is to maximize returns.The Company continues to take allsteps necessary to minimize its expenses through detailed studies and interaction withexperts.

• CAUTIONARY STATEMENT

In this Management's Discussion and Analysis detailing the Company'sobjectivesprojectionsestimatesestimatesexpectations or predictions are"forward-looking statements" within the meaning of applicable securities lawsand regulations.Actual results could differ materially from those expressed or implied.

Statements in the management discussion and analysis and directors report describingthe company's strengthstrategies and estimates and forward-looking statements within themeaning of the applicable laws and regulationsActual results may vary from expressed orimplieddepending upon economic conditionsgovernment policies and other incidentalfactors.

20.Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act2013 and rule 12(1) of theCompanies (Management and Administration) Rules2014an extract of annual return in FormMGT 9 as a part of this Annual Report is enclosed as an Annexure III.

21.Material changes and commitments.if any.affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report:

There are no material changes occurred subsequent to the close of the financial year ofthe Company to which the balance sheet relates and the date of the report like settlementof tax liabilitiesoperations of patent rightsdepression in market value ofinvestmentsinstitution of cases by or against the companysale or purchase of capitalassets or destruction of any assets etc.

22.Details of significant and material orders passed by the regulators or courts ortribunals 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 loansguarantees or investments under section 186:

The Company has not granted any loansguarantees or investments as covered undersection 186 of the Act.The Company is an investment company registered as a Non-BankingFinancial Institution with the Reserve Bank of India.

25.Particulars of contracts or arrangements with related parties:

The company has entered any contract or arrangements entered with related partiesreferred to in sub-section (1) of section 188 of the Companies Act2013 at arms' lengthprice during the financial yearas disclosed in Form AOC-2 (Annexure IV).

26.Corporate Governance Certificate:

A separate section on compliance with the conditions of Corporate Governance and areport on Corporate Governance approved by the Board of Directors of the Company and acertificate from Mr.Kishor V.VedPracticing Company SecretaryMumbaifor the year ended31st March2016 is set out in the Annexure V to the Directors' report.The Company hascomplied with the Corporate Governance practices specified under the Companies Act2013and the SEBI (LODR) Regulations2015.

27.Disclosure as per the Sexual Harassment of Women at Workplace(Prevention.Prohibition And Redressal) Act2013:

In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (PreventionProhibition and Redressal) Act2013 has beennotified.

Under the said Actthe company has set up an Internal Complaint Committee to look intocomplaints relating to sexual harassment at work place of any women employees.During theyear under reviewthe Company has not received any complaints of harassment.

28.Conservation of energy.technology absorption and foreign exchange earnings and outgo

The details of conservation of energytechnology absorptionforeign exchange earningsand outgo are as follows:

a) Conservation of energy

(i) the steps taken or impact on conservation of energy The operations of the Company require normal consumption of electricity.The Company is taking every necessary step to reduce the consumption of energy.
(ii) the steps taken by the company for utilizing alternate sources of energy
(iii) the capital investment on energy conservation equipment's In view of the nature of activities carried on by the Companythere is no capital investment on energy conservation equipment

(b) Technology absorption

(i) the efforts made towards technology absorption It is the policy of the company to use the latest technology for the safety and security of the life and property and hence the company is constantly active in harnessing and tapping the latest and best technology in the industry.
(ii) the benefits derived like product improvementcost reductionproduct development or import substitution
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported
(b) the year of import;
(c) whether the technology been fully absorbed
(d) if not fully absorbedareas where absorption has not taken placeand the reasons thereof
(iv) the expenditure incurred on Research and Development No expenses incurred

c) Foreign exchange earnings - NIL (P.Y.: NIL) Foreign Exchange Outgo - Rs.275894/-(P.Y.: NIL)

29.Corporate Social Responsibility (CSR):

The provisions of section 135 of the Companies Act2013 are not applicable to theCompany for the financial year 2015-2016due to the following:

• Net worth of the Company is less than Rs.500.00 Crores; or

• Turnover is less than Rs.1000.00 Crores; or

• Net Profit is less than Rs.5.00 Crores

30.Human Resources:

Your Company treats its own employees as "human resources"one of its mostimportant assets.Your Company continuously invests in attractionretention and developmentof talent on an ongoing basis.Your Company thrust is on the promotion of talent internallythrough job rotation and job enlargement.

31.Directors' Responsibility Statement:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 and Section 134(5) of the Companies Act2013shall state that—

(a) in the preparation of the annual accountsthe applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had 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 of the company for that period;

(c) the directors had 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 had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

32.Internal Control Systems and their Adequacy:

Your company has an effective Internal Control and risk mitigation systemswhich areconstantly assessed and strengthened with new/revised standard operating procedures.TheCompany's internal control system is commensurate with its sizescale and complexities ofits operationsthe internal and operational audit is entrusted to the Internal auditor totest and review controlsappraisals of risks and business processes besides benchmarkingcontrols with bets practice in the industry.

33.Transfer of Amounts to Investor Education and Protection Fund:

Your Company did not have any funds lying unpaid or unclaimed for a last seven yearsand henceno funds are required to be transferred to Investor Education and ProtectionFund.

34.Listing with the Stock Exchange:

The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 tothe BSE where the Company's Shares are listed.

35.Acknowledgements:

An acknowledgement to all with whose helpcooperation and hard work the Company is ableto achieve the results.

For and on behalf of the Board of Directors
SUNRISE INDUSTRIAL TRADERS LIMITED
SURESH B.RAHEJA VINEETKUMAR L.KHANNA
MUMBAI WHOLE-TIME DIRECTOR DIRECTOR
Date: 28th May2016 (DIN - 00077245) (DIN - 00436703)

Annexure- I Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules2014) Statement containing salient features of the financialstatement of subsidiaries/associate companies/joint ventures

Part "A": Subsidiaries.(Information in respect of each subsidiary to bepresented with amounts in Rs.)

Particulars Details
1. Name of the subsidiary
2. Reporting period for the subsidiary concernedif different from the holding company's reporting period
3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries
4. Share capital
5. Reserves & surplus The Company has does not have any Subsidiary
6. Total assets
7. Total Liabilities
8. Investments
9. Turnover
10. Profit before taxation
11. Provision for taxation
12. Profit after taxation
13. Proposed Dividend
14. % of shareholding

Part "B": Associates -.Statement pursuant to Section 129 (3) of the CompaniesAct2013 related to Associate

Companies and Joint Ventures

Name of associates/Joint Ventures Raheja Stock Brokers Pvt.Ltd (Associate)
1.Latest audited Balance Sheet Date 31.03.2016
2.Shares of Associate/Joint Ventures held by the company on the year end
No.of shares 833000
Amount of Investment in Associates /Joint Venture Rs.9787750/-
Extend of Holding % 49.00%
3.Description of how there is significant influence There is significant influence due to percentage of holding in Share Capital
4.Reason why the associate/joint venture is not consolidated
5.Net worth attributable to shareholding as per latest audited Balance Sheet Net Worth of the Company - Rs.566041741/- Investment in Associate Company - Rs.9787750/- = Rs.556253991/-
6.Profit/Loss for the year of Associate Rs.7199773/- (Net Profit After Taxation)
Considered in Consolidation
Not Considered in Consolidation Rs.7199773/- (Net Profit After Taxation)

The Company has no Joint Venture.

Annexure - II

Form No.MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH2016

[Pursuant to section 204(1) of the Companies Act2013 and rule No.9 of the Companies(Appointment and

Remuneration Personnel) Rules2014]

To

The Members

Sunrise Industrial Traders Limited

503Commerce House 140NMRoadFort

Mumbai - 400 023

Dear Sirs

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Sunrise Industrial TradersLimited (hereinafter called the company).Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.

Based on my verification of Sunrise Industrial Traders Limited's bookspapersminutebooksforms and returns filed and other records maintained by the company and also theinformation provided by the Companyits officersagents and authorized representativesduring the conduct of Secretarial AuditI hereby report that in my opinionthe company hasduring the audit period covering the financial year ended on 31st March2016generally complied with the statutory provisions listed hereunder and also that theCompany has proper Board- processes and compliance-mechanism in place to the extentin themanner and subject to the reporting made hereinafter:

1.I have examined the bookspapersminute booksforms and returns filed and otherrecords maintained by Sunrise Industrial Traders Limited ("the Company") asgiven in Annexure Afor the financial year ended on 31st March2016accordingto the provisions of:

(i) The Companies Act2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act1956 ('SCRA') and the rules madethereunder;

(iii) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act1992 ('SEBI Act'):-

a) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations1992 and the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations2015;

b) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations2011;

(iv) The Reserve Bank of India Act1934 relating to Non-Banking Financial Institutionsto the extent applicable to the Company as per representations made by the Company.

2.Provisions of the following Regulations and Guidelines prescribed under theSecurities and Exchange Board of India Act1992 ('SEBI Act') were not applicable to theCompany under the financial year under report:-

a) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines1999as the Company has not issued anysecurities to the employees of the Company;

b) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations2009as the Company has not issued any shares during the year;

c) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations2009;

d) The Securities and Exchange Board of India (Buyback of Securities)Regulations1998as the Company has not bought-back any securities;

e) The Depositories Act1996 and the Regulations and Bye-laws framed thereunder as allshares are in physical form as on 31st March2016;

f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations1993regarding the Companies Act and dealing with client asthe Company has its own in-house share transfer department and dealing with shareholdersdirectly till 31st March2016.The Company has appointed Karvy ComputersharePrivate Limited as the Registrar and Transfer Agent (the RTA) with effect from February252016;

g) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations2008as the Company has not issued any debt securities.

3.Provisions of the Foreign Exchange Management Act1999 and the rules and regulationsmade thereunder were not attracted to the Company under the financial year under reportasthe Company is not having foreign shareholders.

4.I have relied on the representation made by the Company and its Officers for systemsand mechanism formed by the Company for compliances under other applicable ActsLaws andRegulations to the Company.The list of major head/groups of ActsLaws and Regulations asapplicable to the Company is given in Annexure B.

I have also examined compliances with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India;

(ii) The Listing Agreements entered into by the Company with the Bombay Stock ExchangeLimited; and

(iii) The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations2015; (with effect from December 12015).

During the period under review the Company has complied with the provisions of theActRulesRegulationsGuidelinesStandardsetc.mentioned abovesubject to the followingobservations:

Pursuant to the provisions of Section 203 of the Companies Act2013the appointment ofCompany Secretary and Chief Financial Officer as the Key Managerial Personnel is yet to bemade by the Company.However as per representation made by the companythe Company willcomply with the above provisions at the earliest.

I further report that

The Board of Directors of the Company is duly constituted consists of 4 (four)directors with proper balance of 2 (two) Executive Director and Non-Executive Director and2 (two) Independent Directors including a woman director.There are no changes in thecomposition of the Board of Directors during the period and the same is as per theprovisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetingsagenda anddetailed notes on agenda were sent at least seven days in advanceand a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' viewsif anyarecaptured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable lawsrulesregulations and guidelines.

I further report that during the audit periodthe company has passed two (2) specialresolutions in pursuance of the above referredlawsrulesregulationsguidelinesstandardsetc.:

1) Appointment of an Independent Director

2) Adoption of new set of Articles of Association of the Company

Kishor V.Ved
Practicing Company Secretary
FCS No.5411
Mumbai28th May2016 C P No.:4691

This Report is to be read with my letter of even date which is annexed as Annexure AB& C and forms an integral part of this report.

Annexure - A

List of documents verified:

1.Memorandum & Articles of Association of the Company.

2.Annual Report for the financial year 2014-2015

3.Minutes of the meetings of the Board of DirectorsAudit CommitteeNomination &Remuneration CommitteeStakeholders' Relationship Committee and separate meeting ofIndependent Directors along with Attendance Registers

4.Minutes of General Body Meetings held.

5.Statutory Registers viz.

a.Register of Directors & KMP

b.Register of Directors' Shareholding

c.Register of Members

6.Agenda papers submitted to all the directors / members for the Board Meetings andCommittee Meetings

7.Declarations received from the Directors of the Company pursuant to the provisions ofSection 184 of the Companies Act2013.

8.Intimations received from directors under the prohibition of Insider Trading Code.

9.E-Forms / returns filed by the Companyfrom time-to-timeunder applicable provisionsof the Companies Act2013 and attachments thereof

10.Intimations / documents / reports / returns filed with the Stock Exchanges pursuantto the provisions of Listing Agreement

11.Filings made with Reserve Bank of India under the RBI Act1934being a Non-BakingFinancial Institution

Annexure - B List of applicable laws to the Company

1.The Income-tax Act1961

2.The Reserve Bank of India Act1934to the extent applicable to the Companybeing aNon-Banking Financial Institution.

3.The Companies Act2013 & Listing Agreement with the Bombay Stock Exchange Limited& SEBI Rules and Regulations.

4.Shops & Establishment Act of local authority Registered office: 503CommerceHouse5th Floor140Nagindas Master RoadFortMumbai - 400 023

Annexure C

To

The Members

Sunrise Industrial Traders Limited Mumbai

I report of even date is to be read along with this letter:

1) Maintenance of Secretarial records is the responsibility of the management of theCompany.My responsibility is to express an opinion on these secretarial records based onmy audit.

2) I have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records.Theverification was done on test basis to ensure that correct facts are reflected inSecretarial records.I believe that the process and practicesI followed provide areasonable basis for my opinion.

3) I have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4) Wherever requiredI have obtained the Management representation about the Complianceof lawsrules and regulations and happening of eventsetc.

5) The Compliance of the provisions of Corporate and other applicablelawsrulesregulationsstandards is the responsibility of management as listed in AnnexureB above.

My examination was limited to the verification of procedure of secretarial records ontest basis.

The Secretarial Audit Report is neither an assurance as to the future viability of theCompany nor of the efficacy or effectiveness with which the management has conducted theaffairs of the Company.

Kishor V.Ved
Practicing Company Secretary
FCS No.5411
Mumbai28th May2016 C P No.:4691

For and on behalf of the Board of Directors

SUNRISE INDUSTRIAL TRADERS LIMITED

SURESH B.RAHEJA VINEETKUMAR L.KHANNA
WHOLE-TIME DIRECTOR DIRECTOR
Mumbai28th May2016 (DIN - 00077245) (DIN - 00436703)

Annexure- IV

FORM NO.AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts)

Rules2014.

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act2013 including certain arms length transaction under third proviso thereto.

1.Details of contracts or arrangements or transactions not at Arm's length basis.

.Particulars Details
a) Name (s) of the related party & nature of relationship NO CONTRACTS ARE ENTERED
b) Nature of contracts/arrangements/transaction
c) Duration of the contracts/arrangements/transaction
d) Salient terms of the contracts or arrangements or transaction including the valueif any
e) Justification for entering into such contracts or arrangements or transactions'
f) Date of approval by the Board
g) Amount paid as advancesif any
h) Date on which the special resolution was passed in General meeting as required under first proviso to section 188

2.Details of contracts or arrangements or transactions at Arm's length basis.

.Particulars Details Details
a) Name (s) of the related party & nature of relationship Alkesh S.Raheja Chandni Ahuja
b) Nature of contracts/arrangements/transaction Salary Professional Fees
c) Duration of the contracts/arrangements/transaction One year Five years
d) Salient terms of the contracts or arrangements or transaction including the valueif any
e) Date of approval by the Board 29.05.2015 29.05.2015
f) Amount paid as advancesif any NIL NIL