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Sunrise Industrial Traders Ltd.

BSE: 501110 Sector: Financials
NSE: N.A. ISIN Code: N.A.
BSE 15:04 | 12 Jun Sunrise Industrial Traders Ltd
NSE 05:30 | 01 Jan Sunrise Industrial Traders Ltd
OPEN 5.79
PREVIOUS 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
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 Fifth Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended 31stMarch 2017.

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 2016-2017 2015-2016
Gross Income 52576881.33 52372666.41
Total Expenses 5579178.19 5451020.14
Net Profit Before Tax 46997703.14 46921646.27
Provision for Tax 9400152.00 8250000.00
Net Profit After Tax 37597551.14 38671646.27
Balance available for appropriation 37597551.14 38671646.27
Proposed Dividend on Equity Shares - -
Tax on proposed Dividend - -
Surplus carried to Balance Sheet & Transferred to General 37597551.14 38671646.27
Reserve

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

The Company has one segment viz. investment in securities etc. The market is expectedto improve slowly during the second half of the year 2017-18.

3. Change in the nature of business & Deposits:

There is no change in business of the Company during the financial year 2016-17.

The Company is a Non-Banking Financial Institution (NBFI) (without accepting publicdeposits) registered under section 45-IA of the Reserve Bank of India Act 1934 with theRBI vide Regt. No. B-13.01546. The Company has complied with and continuous to comply withall applicable laws rules regulations etc. including directions of the RBI and it doesnot 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 anypublic deposits during the year under review.

4. Dividend:

In order to conserve resources the directors have not recommended any dividend for theyear ended 31st March 2017 (P. Y. : NIL).

5. Reserves:

The Board proposes to carry the Net profit After taxation (NPAT) of Rs.37597551/-for the financial year 2016-17 to the General Reserves Account (P. Y. NPATRs.38671646/-).

6. Share Capital:

There is no change in the Authorized Share Capital of the company. The Company has notissued any shares during the year.

420025 equity shares (84.17%) of the Company are in demat form and 78975 equityshares (15.83%) are in physical form as on 31.03.2017. The Company has appointed M/s.Karvy Computershare Pvt. Ltd. as the Registrar & Share Transfer Agent for dealing withboth Physical & Electronic shares. The Company's securities are admitted in theCentral Depository Service (India) Ltd. & the National Securities Depository Ltd. andthe ISIN Number allotted to the Company by them in respect of Equity Shares isINE371U01015.

7. Directors Key Managerial Personnel Independent Directors & ComplianceOfficer

As per Article No. 127 of the Articles of Association of the company Mr. S. B. Raheja(DIN - 00077245) Whole-Time Director of the Company will retire by rotation and beingeligible and offered himself for re-appointment at the ensuing 45th AnnualGeneral Meeting of the members of the Company. The Board recommends his reappointment.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

8. Particulars of Remuneration to its Employees / Directors / Key ManagerialPersonnel:

The information required under the provisions of Section 197 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respectof employees of the Company and Directors is furnished below:

Name Designation Remuneration paid F.Y.2016-17 Remuneration paid F.Y.2015-16 Increase in remuneration from previous year (Rs.) Ratio/times per Median of employee remuneration
(Rs.) (Rs.)
1 S. B. Raheja (*) Whole-time Director & CEO 2520000.00 2820000.00 - As per point no. 3 below of Other
Disclosures
Qualifications and experience of the employee 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 57 years

Raheja Stock Brokers Pvt. Ltd.

(*) Mr. S. B. Raheja is a relative (brother) of Mr. D. B. Raheja Director of theCompany

Other Disclosures pursuant to the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014:

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) WTD & CEO No increment was given during 2016-17.The Company does not have a Company Secretary and Chief Financial Officer
2 Percentage increase in remuneration of each director Chief Financial Officer Chief Executive Officer Company Secretary or Manager if any in the financial year (30 : 1 for 31.03.2017P.Y. : 31.33 : 1 for 31.03.2016) Six (6) as on 31st March 2017 and Five (5) as on 31st March 2016
3 Percentage increase in the median remuneration of employees in the financial year
4 Number of permanent employees on the rolls of company
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 Aggregate remuneration of KMP RS.2520000/- Revenue - Rs. 52576881.33

 

performance of the company Remuneration of KMP (as % of Revenue) 4.79
Profit before Tax (PBT) - Rs. 46997703.14
Remuneration of KMP (as % of PBT) - 5.36
7 Variations in the market capitalization of the company price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase 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 31.03.17 31.03.16
Market Cap. 2754480/- 2754480/-
P/E Ratio 0.076 0.074
Increase in
Market Cap 0% 0%
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 The public offer was made in 1976 at par 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 NIL.
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 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. 2016- 17
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 Act the Board has on the recommendationof the Nomination & Remuneration Committee framed a remuneration policy for selectionand appointment of Directors Senior Management and their remuneration is that ?Remuneration to Key Managerial Personnel and Staff is industry driven in which it isoperating taking into account the performance leverage and factors such as to attract andretain quality talent. ? For Directors it is based on the shareholders resolutionsprovisions of the Companies Act 2013 and Rules framed therein and guidelines issued byCentral Government and other authorities from time to time.

Managerial Remuneration:

The Company is paying salary of Rs.235000/- per month to Mr. Suresh B. RahejaWhole-time Director of the Company with effect from 15th December 2011 upto 31stMay 2016 and Rs.205000/- per month from 1st June 2016 as per theremuneration policy of the company. The Company is paying sitting fees to all the otherNon Executive & Independent Directors for attending meetings of the Board of Directorsand the 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 Year2016-2017 forms part of the Corporate Governance Report. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013.

10. Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of the SEBI(LODR) Regulations 2015 the Board has carried out an annual performance evaluation ofits own performance the directors individually as well as the evaluation of the workingof its Audit Committee and Nomination & Remuneration Committee and the StakeholdersRelations Committee and Risk Management Committee. The manner in which the evaluation hasbeen carried out has been explained in the Corporate Governance Report.

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

The Company has no Subsidiary/Joint Ventures Company but the Company has oneAssociate Company viz. Raheja Stock Brokers Pvt. Ltd. as detailed in Form AOC-1 (AnnexureI).

12. Auditors & Auditors Report:

You are requested to re-appoint the Auditors M/s. R. A. Rajani & Co. (Firm Regt.No. 114606W) from the conclusion of the ensuing Annual General Meeting of the Members ofthe Company (AGM) till the conclusion of the year 2019 to fix their remuneration subjectto 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 prescribelimits under section 141(3)(g) of the Companies Act 2013 and that they are notdisqualified for reappointment. The Board recommends the resolution for your approval.

The auditor's report for the year ended 31st March 2017 does not containany qualification reservations or adverse remarks. The notes on financial statementsreferred to in the Auditors' Report are self-explanatory and do not call for any furthercomments.

13. Disclosure about Cost Audit:

The Cost Audit Orders / Rules are not applicable to the Company as the Company is anInvestment company and hence appointment 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) Rules 2014 the Board of Directorsof the company has appointed Mr. Kishor V. Ved Practicing Company Secretary to undertakethe Secretarial Audit for the financial year ended 31st March 2017. The reportof the Secretarial Auditor's in Form No. MR-3 is enclosed as Annexure II to thisreport.

Observation in Secretarial Audit Report:

The Secretarial Auditor has observed in his Secretarial Audit Report for the year ended31st March 2017 that 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 Act the Company has appointed M/s.Bhadresh Purohit & Associates Chartered Accountants (M. No. 39663) Mumbai as theInternal Auditor for the financial year 2016-17. During the year the Company continued toimplement their suggestions and recommendations to improve the control environment. Theirscope of work includes review of processes for safeguarding the assets of the Companyreview of operational efficiency effectiveness of systems and processes and assessingthe internal control strengths in all areas. Internal Auditors findings are discussed withthe Audit Committee and suitable corrective actions taken as per the directions of theAudit Committee on an ongoing basis to improve efficiency in operations.

The Company continues to engage M/s. Bhadresh Purohit & Associates as its InternalAuditor for the financial year 2017-18.

16. Issue of employee stock options:

The Company has not issued / granted any stock options to its employees including itsKey Managerial Personnel and hence the provisions of Rule 12 (9) of the Companies (ShareCapital and Debentures) Rules 2014 are not applicable.

17. Vigil Mechanism :

Pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013 aVigil Mechanism for directors and employees to report genuine concerns has beenestablished vide board resolution dated 23rd July 2014. The Vigil MechanismPolicy has been uploaded on the website of the Company at www.sunriseindustrial.co.inunder investors link.

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) Regulations 2015 the Management Discussion andAnalysis (MRA) for the year ended 31st March 2017 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 Company therefore cannot guarantee that these assumptions and expectations areaccurate or will be realized. The Company's actual results performance or achievementscan thus differ materially from those projected in any such forward-looking statements.The Company assumes no responsibility to publicly amend modify or revise any forwardlooking statements on the basis of any subsequent developments information or events.

The Company has income from operations of Rs.3.53 Crores during the current year asagainst Rs.3.09 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 2017-18.

Our strength is our determination and team work weakness is the low equity baseopportunities are multiples and threats are the vibrations in the economy and governmentpolicies.

Management has put in place effective Internal Financial Control Systems to providereasonable assurances for safeguarding assets and their usage maintenance of properaccounting records and adequacy and reliability of the information used in financialstatements for carrying on business operations. The Company has appointed an internalauditor to ensure compliance and effectiveness of the internal control systems in place.The Audit committee is regularly reviewing the internal audit reports for the auditcarried 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 2016-17 2015-16
1 Income from operations 35399362 30902733
2 Other Income 17177519 21469933
3 Gross Income (1 + 2) 52576881 52372666
4 Total Expenditure (5579178) (5451020)
5 Net Profit Before Tax 46997703 46921646
6 Provisions for Taxation (9400152) (8250000)
7 Profit / (loss) After Tax 37597551 38671646
8 Paid-up share capital 4990000 4990000
9 Return on average capital employed % (before interest and Tax) (5 / 8) 9.41 times 9.40 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 securities commodities etc.

The Company has constituted an Internal Compliance Committee for preventionprohibition and redressal of complaints / grievances on the sexual harassment of women atwork places.

? RISKS AND CONCERNS

In any business risks and prospects are inseparable. As a responsible management theCompany'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 detailingthe Company's objectives projections estimates estimates expectations or predictionsare "forward-looking statements" within the meaning of applicable securitieslaws and regulations. Actual results could differ materially from those expressed orimplied.

Statements in the management discussion and analysis and directors report describingthe company's strength strategies and estimates and forward-looking statements within themeaning of the applicable laws and regulations Actual results may vary from expressed orimplied depending upon economic conditions government policies and other incidentalfactors.

20. Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an 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 liabilities operations of patent rights depression in market value ofinvestments institution of cases by or against the company sale 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: Thereare no orders passed by regulators or courts or tribunals etc.

23. Deposits: The company has not accepted any deposits during the financial yearunder review.

24. Particulars of loans guarantees or investments under section 186 of the Act:

The Company has not granted any loans guarantees 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 into contract or arrangements with the related parties referredto in sub-section (1) of section 188 of the Companies Act 2013 in the ordinary course ofbusiness on arms' length basis during the financial year as disclosed in Form AOC-2 (AnnexureIV).

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. Ved Practicing Company Secretary Mumbai for the yearended 31st March 2017 are set out in the Annexure V to the Directors' report. TheCompany has complied with the Corporate Governance practices specified under the CompaniesAct 2013 and the SEBI (LODR) Regulations 2015.

27. Disclosure as per the Sexual Harassment of Women at Workplace (PreventionProhibition And Redressal) Act 2013:

In order to prevent sexual harassment of women at work place a new act viz. The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified.

Under the said Act the 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 review the Company has not received any complaints of harassment.

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

The details of conservation of energy technology absorption foreign 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 In view of the nature of activities carried on by the Company there is no capital investment on energy conservation equipment
(iii) the capital investment on energy conservation equipment's

(b) Technology absorption

(i) the efforts made towards technology absorption
(ii) the benefits derived like product improvement cost reduction product development or import substitution
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- 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.
(a) the details of technology imported
(b) the year of import;
(c) whether the technology been fully absorbed
(d) if not fully absorbed areas where absorption has not taken place and 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 NIL (P.Y.-Rs.275894/-)

29. Corporate Social Responsibility (CSR):

The provisions of section 135 of the Companies Act 2013 are not applicable to theCompany for the financial year 2016-2017 due 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 attraction retention anddevelopment of talent on an ongoing basis. Your Company thrust is on the promotion oftalent internally through 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 Act 2013 shall state that (a) in thepreparation of the annual accounts the applicable accounting standards had been followedalong with proper explanation relating to material departures; (b) the directors hadselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company at the end of the financial year and of the Profit of thecompany for that period; (c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; (d) the directors had prepared the annual accounts on a goingconcern basis; and (e) the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively. (f) the directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.

32. Internal Control Systems and their Adequacy:

Your company has an effective Internal Control and risk mitigation systems which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations the internal and operational audit is entrusted to the Internal auditor totest and review controls appraisals 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 hence no 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 2017-2018 tothe BSE where the

Company's Shares are listed.

35.Acknowledgements:

An acknowledgement to all with whose help cooperation and hard work the Company isable to 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: 29th May 2017 (DIN 00077245) (DIN 00436703)