You are here » Home » Companies » Company Overview » Sunrise Industrial Traders Ltd

Sunrise Industrial Traders Ltd.

BSE: 501110 Sector: Financials
NSE: N.A. ISIN Code: INE371U01015
BSE 00:00 | 25 Jan Sunrise Industrial Traders Ltd
NSE 05:30 | 01 Jan Sunrise Industrial Traders Ltd
OPEN 6.07
PREVIOUS CLOSE 6.07
VOLUME 100
52-Week high 6.07
52-Week low 6.07
P/E 0.06
Mkt Cap.(Rs cr) 0
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.07
CLOSE 6.07
VOLUME 100
52-Week high 6.07
52-Week low 6.07
P/E 0.06
Mkt Cap.(Rs cr) 0
Buy Price 0.00
Buy Qty 0.00
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 Sixth AnnualReport on the business and operations of the Company and the accounts for the FinancialYear ended 31st March 2018.

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

A summary of the Company's financial Results (Standalone) for theFinancial Year 2017-2018 is as under:

Particulars

2017-2018

2016-2017

Revenue from Operations - Gross Income

61491978.97

52576881.33

Total Expenses

8824156.43

5579178.19

Net Profit Before Tax

52667822.54

46997703.14

Provision for Tax

7687070.00

9400152.00

Net Profit After Tax

44980752.54

37597551.14

Balance available for appropriation

44980752.54

37597551.14

Proposed Dividend on Equity Shares

-

-

Tax on proposed Dividend

-

-

Surplus carried to Balance Sheet & Transferred to General Reserve

44980752.54

37597551.14

Your company reported growth in revenue from operations of 16.96% overthe previous year. At standalone level the revenue from operations stood at Rs.6.15Crores compared with Rs.5.26 Crores in the previous year. The Net Profit after tax for theyear stood at Rs.4.50 Crores against Rs.3.76 Crores reported in the previous year. Theconsolidation of financial statement of the Company for the year ended 31st March 2018 isnot applicable as the company's does not have any subsidiary companies.

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

The Company has one segment viz. investment in securities etc.

3. Change in the nature of business & Deposits:

There is no change in the nature of business of the Company during thefinancial year 2017-18.

The Company is a Non-Banking Financial Institution (NBFI) (withoutaccepting public deposits) registered under section 45-IA of the Reserve Bank of IndiaAct 1934 with the RBI vide Regt. No. B-13.01546. The Company has complied with andcontinuous to comply with all applicable laws rules regulations etc. includingdirections of the RBI and it does not carry on any activities other than thosespecifically permitted by the RBI for NBFIs. The Company did not hold any deposits at thebeginning of the year nor has it accepted any public deposits during the year underreview.

4. Dividend:

In order to conserve resources the directors have not recommended anydividend for the year ended 31st March 2018 (P. Y.: NIL).

5. Reserves:

The Board proposes to carry the Net Profit After taxation (NPAT) ofRs.44980752=54 for the financial year 2017-18 to the General Reserves Account (P. Y.:NPAT - Rs.37597551=14).

6. Share Capital:

There is no change in the Authorized Share Capital of the company. TheCompany has not issued any shares during the year. 473575 equity shares (94.91%) of theCompany are in Demat form and 25425 equity shares (5.09%) are in physical form as on31.03.2018. The Company has appointed M/s. Karvy Computershare Pvt. Ltd. as the Registrar& Share Transfer Agent for dealing with both Physical & Electronic shares. TheCompany's

securities are admitted in the Central Depository Service (India) Ltd.& the National Securities Depository Ltd. and the ISIN Number allotted to the Companyby them in respect of Equity Shares is INE371U01015.

7. Directors Key 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 andbeing eligible and offered himself for re-appointment at the ensuing 46th Annual GeneralMeeting of the members of the Company. The Board recommends his re-appointment. The briefprofile of Mr. D. B. Raheja has been given in the Notice convening the Annual GeneralMeeting.

All Independent Directors have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

Pursuant to the provisions of Section 203 of the Companies Act 2013the Board of Directors of the Company have appointed Mr. A. S. Raheja CharteredAccountant and relative of Mr. S. B. Raheja as the Chief Financial Officer of the Companyin the category of Key Managerial Personnel for a period of five (5) years commencing from10th November 2017 to 9th November 2022 (both days inclusive).

The following are the KMP of the Company:

1) Mr. S. B. Raheja - Whole-time Director & CEO ("WTD &CEO")

2) Mr. A. S. Raheja - Chief Financial Officer (w.e.f. 10.11.2017)

The Company is yet to appoint a Company Secretary in the category ofKMP.

Mr. S. B. Raheja WTD is a Compliance Officer under the SEBI LODRRegulations 2015.

8. Particulars of Remuneration to its Employees / Directors / KeyManagerial Personnel:

The information required under the provisions of Section 197 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of employees of the Company and Directors is furnished below:

Sr. Name No.

Designation

Remuneration paid F.Y.2017-18 (Rs.)

Remuneration paid F.Y.2016- 17 (Rs.)

Increase in remuneration from previous year (Rs.)

Ratio/times per Median of employee remuneration

1 2

3

4

5

6

7

1 S. B. Raheja (*)

Whole-time Director & CEO

2460000.00

2520000.00

As per point no. 3 below of Other Disclosures

2 A. S. Raheja (**)

CFO

Rs.1400000/- (from 01.04.2017 to 09.11.2017 as an employee) & Rs.1000000/- (from 10.11.2017 as CFO) Total - Rs.2400000/-

--- Do ---

Qua ifications 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

58 years

Raheja Stock Brokers Pvt. Ltd.

B. Com. A.C.A.

01.04.2016 (w.e.f. 10.11.2017 as CFO)

27 years

Raheja Stock Brokers Pvt. Ltd

(*) Mr. S. B. Raheja is a relative (brother) of Mr. D. B. RahejaDirector of the Company & Mr. S. B. Raheja is holding 134450 (26.94%) equity sharesof the Company

(**) Mr. A. S. Raheja is a relative of Mr. S. B. Raheja Whole-timeDirector & is holding 24900 (4.99%) equity shares of the Company

Other Disclosures pursuant to the Companies (Appointment andRemuneration of Managerial Personnel) 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 Name of Director Ratio (in x times) 1) Mr. S. B. Raheja (WTD & CEO): 1.025
2 Percentage increase in remuneration of each director Chief Financial Officer Chief Executive Officer Company Secretary or Manager if any in the financial year 1) WTD & CEO - No increment was given during 2017-18. 2) Mr. A. S. Raheja CFO (w.e.f. 10.11.2017) - Increase in percentage is not calculated as he was appointed as CFO w.e.f. 10.11.2017 3) The Company does not have a Company Secretary
3 Percentage increase in the median remuneration of employees in the financial year 1.025: 1 for 31.03.2018 (P.Y. : 30 : 1 for 31.03.2017)
4 Number of permanent employees on the rolls of company Six (5) as on 31st March 2018 and Five (6) as on 31st March 2017
5 Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration 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 Average increase in remuneration is NIL* for Employees other than Managerial Personnel and - NIL for Key Managerial Personnel. *Mr. A. S. Raheja CFO (w.e.f. 10.11.2017) - Increase in percentage is not calculated as he was appointed as CFO w.e.f. 10.11.2017
6 Affirmation that the remuneration is as per the remuneration policy of the Company Yes it is confirmed
7 Comparison of the remuneration of the Key Managerial Personnel (KMP) against the performance of the company Aggregate remuneration of KMP - RS.4860000/- Remuneration of KMP (as % of total Revenue) - 7.90% (Rs.4860000/- / Rs.61491979/-) Profit before Tax (PBT) - Rs. 52667822/54 Remuneration of KMP (as % of PBT) - 9.23%
8 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

31.03.2018

31.03.2017

Market Cap.

2889210/-

2754480/-

P/E Ratio

0.064

0.076

Increase in
Market Cap

4.89%

0%

The public offer was made in 1976 at par There was no increase in the remuneration of Managerial personnel

9 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
10 Comparison of the each remuneration of the Key There was no increase in the remuneration of
Managerial Personnel against the performance of the company Managerial personnel
11 Key parameters for any variable component of remuneration availed by the directors There is no variable component of remuneration
to the directors
12 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. 201718

Remuneration Policy:

Pursuant to the provisions of 178(3) of the Act the Board has framed aremuneration policy which lays down a framework in relation to remuneration of directorskey managerial personnel and senior management of the Company. This policy also lays downcriteria for selection and appointment of Board Members and their remuneration is that -

• Remuneration to Key Managerial Personnel and Staff is industrydriven in which it is operating taking into account the performance leverage and factorssuch as to attract and retain quality talent.

• For Whole-time Director it is based on the recommendation ofthe Nomination and Remuneration Committee ("NRC") and resolution passed by theBoard of Directors and shareholders resolution provisions of the Companies Act 2013 andRules framed therein and guidelines issued by Central Government and other authoritiesfrom time to time. The remuneration package of whole-time director comprises of salary.Annual increment is linked to performance and are decided by NRC and recommended to theBoard for approval thereof.

• The Non-Executive Directors are paid remuneration by way ofsitting fees for attending meetings of the Board of Directors and the Audit Committeeconstituted by the Board of Directors of the Company.

The remuneration policy is displayed on the Company's website viz. www.sunriseindustrial.co.in.

Managerial Remuneration:

The Company is paying salary of Rs.205000/- per month to Mr. SureshB. Raheja Whole-time Director of the Company with effect from 1st June 2016 as per theremuneration policy of the company. The Company is paying salary of Rs.200000/- permonth to Mr. A. S. Raheja CFO of the Company as per the remuneration policy of theCompany w.e.f. 1st April 2017.

9. Board Meetings:

The details of the number of meetings of the Board held during theFinancial Year 2017-2018 forms part of the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.The Company has complied with the applicable Secretarial Standards issued by the Instituteof Company Secretaries of India.

10. Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and Regulation 17of the SEBI (LODR) Regulations 2015 a note was prepared after taking into considerationthe various aspects of the Board's functioning composition of the Board and itsCommittees culture execution and performance of specific duties obligations andgovernance. The Board has carried out an annual performance evaluation of its ownperformance the 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 performance evaluation of the Independent Directors was completedduring the year under review. The performance evaluation of the Chairman cumNon-Independent Director was carried out by the Independent Directors. The Board ofDirectors expressed their satisfaction with the evaluation process.

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

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

12. Auditors & Auditors' Report:

The present statutory auditor's M/s. R. A. Rajani & Co. (Firm Regt.No. 114606W) Mumbai have resigned as the statutory auditors of the company vide theirletter dated 10th March 2018. In this connection the Board of Directors of the Companyat their meeting held on 19th March 2018 have recommended the appointment of M/s.Arunkumar K. Shah & Co. Chartered Accountants (Firm Registration No. 126935W)Mumbai as the statutory auditors of the company for F. Y. 2017-2018 and further theshareholders of the Company at their Extra ordinary general meeting held on 14th April2018 have appointed M/s. Arunkumar K. Shah & Co. as the statutory auditors of thecompany for carrying out the audit for F. Y. 2017-2018.

You are requested to appoint the Statutory Auditors M/s. Arunkumar K.Shah & Co. Chartered Accountants (Firm Registration No. 126935W) Mumbai from theconclusion of the ensuing 46th Annual General Meeting of the Members of the Company (AGM)till the conclusion of the year 2023 and to fix their remuneration. The Company hasreceived a letter from M/s. Arunkumar K. Shah & Co. to the effect that theirappointment if made would be within the prescribe limits under section 141(3)(g) of theCompanies Act 2013 and that they are not disqualified for appointment. The Boardrecommends the resolution for your approval.

There is no audit qualification reservations or adverse remarks in theauditor's report for the year ended 31st March 2018. The notes on financial statementsreferred to in the Auditors' Report are self-explanatory and do not call for any furthercomments.

13. Cost Auditor:

The Cost Audit Orders / Rules are not applicable to the Company as theCompany is an Investment company and hence appointment of the cost auditor is notapplicable.

14. Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors of the company have appointed Mr. Kishor V. Ved Practicing Company Secretaryto undertake the Secretarial Audit for the financial year ended 31st March 2018. Thereport of the Secretarial Auditor's in Form No. MR-3 is enclosed as Annexure II to thisreport.

Observation in Secretarial Audit Report:

The Secretarial Auditor have observed in his Secretarial Audit Reportfor the year ended 31st March 2018 that the Company being a Listed Company is yet toappoint a Company Secretary in the category of the Key Managerial Personnel("KMP") as required under Section 203 of the Act read with Rule 8 of theCompanies Appointment and Remuneration of Managerial Personnel) Rules 2014. Furtherpursuant to Regulation 6 of the SEBI LODR Regulations 2015 the Company being a listedCompany shall appoint a Company Secretary as the Compliance Officer. However the Companyhas appointed Mr. S. B. Raheja Whole-time Director of the Company as the ComplianceOfficer of the Company as a Company Secretary is yet to be appointed by the Company.

The Company should have appointed the Chief Financial Officer ("CFO") in the category of KMP from the beginning of the financial year i.e. 1st April2017. However the company has appointed the CFO w.e.f. 10.11.2017.

Management Reply on Observation in Secretarial Audit Report:

The Board noted the above and decided to comply with the aboveprovisions at the earliest.

15. Internal Audit:

Pursuant to the provisions of Section 138 of the Act the Company haveappointed M/s. Bhadresh Purohit & Associates Chartered Accountants (M. No. 39663)Mumbai as the Internal Auditor for the financial year 201718. During the year theCompany continued to implement their suggestions and recommendations to improve thecontrol environment. Their scope of work includes review of processes for safeguarding theassets of the Company review of operational efficiency effectiveness of systems andprocesses and assessing the internal control strengths in all areas. Internal Auditorsfindings are discussed with the Audit Committee and suitable corrective actions taken asper the directions of the Audit Committee on an ongoing basis to improve efficiency inoperations.

The Company continues to engage M/s. Bhadresh Purohit & Associatesas its Internal Auditor for the financial year 2018-19.

16. Issue of employee stock options:

Presently the Company does not have a stock options scheme for itsDirectors and its employees.

17. Vigil Mechanism / Whistler Blower Policy:

Pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013 and Regulation 22 of the Listing Regulations a Vigil Mechanism /whistle blower policy for directors and employees to report genuine concerns or grievancesfor redressal. The Vigil Mechanism / Whistle Blower Policy have been uploaded on thewebsite of the Company at www.sunriseindustrial.co.in under investors' link.

18. Risk management:

Risk management is embedded in your Company's operating framework. YourCompany believes that managing risks helps in maximizing returns. The Company's approachto addressing business risks is comprehensive and includes periodic review of such risksand a framework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee. TheCompany has been addressing various risks impacting and the policy of the company on riskmanagement 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 ManagementDiscussion and Analysis (MRA) for the year ended 31st March 2018 and gives the state ofaffairs of the business of the company are as under:

The MRA contains forward-looking statements based on certainassumptions and expectations of future events.

The Company therefore cannot guarantee that these assumptions andexpectations are accurate or will be realized. The Company's actual results performanceor achievements can thus differ materially from those projected in any suchforward-looking statements. The Company assumes no responsibility to publicly amendmodify or revise any forward looking statements on the basis of any subsequentdevelopments information or events.

The Company has income from operations of Rs.4.02 Crores during thecurrent year as against Rs.3.53 Crores during the previous year. The Company is anInvestment Company and operates in one segment viz. investment in shares etc.

The market is expected to improve slowly during the year 2018-19.

Our strength is our determination and team work weakness is the lowequity base opportunities are multiples and threats are the vibrations in the economy andgovernment policies.

Management has put in place effective Internal Financial ControlSystems to provide reasonable assurances for safeguarding assets and their usagemaintenance of proper accounting records and adequacy and reliability of the informationused in financial statements for carrying on business operations.

The Company has appointed an internal auditor to ensure compliance andeffectiveness of the internal control systems in place. The Audit committee is regularlyreviewing the internal audit reports for the audit carried out in all key areas of theoperations.

Normal foreseeable risks of the company's assets are adequatelyassessed and inspections are carried out periodically.

The highlights of financial operational performance are given below:

Particulars

2017-18 (Rs.)

2016-17 (Rs.)

1 Income from operations

40197736

35399362

2 Other Income

21294243

17177519

3 Gross Income (1 + 2)

61491979

52576881

4 Total Expenditure

(8824156)

(5579178)

5 Net Profit Before Tax

52667823

46997703

6 Provisions for Taxation

(7687070)

(9400152)

7 Net Profit / (loss) After Tax

44980753

37597551

8 Paid-up share capital

4990000

4990000

9 Return on average capital employed % (before interest and Tax) (5 / 8)

10.55 times

9.41 times

10 Current Ratio (current assets / current liabilities)

1 : 0

1 : 0

11 Borrowings : Equity Ratio

0 : 1

0 : 1

The Company has constituted an Internal Compliance Committee forprevention prohibition and redressal of complaints / grievances on the sexual harassmentof women at work places.

• RISKS AND CONCERNS

In any business risks and prospects are inseparable. As a responsiblemanagement the Company's principal endeavor is to maximize returns. The Company continuesto take all steps necessary to minimize its expenses through detailed studies andinteraction with experts.

• CAUTIONARY STATEMENT

in this Management's Discussion and Analysis detailing the Company'sobjectives projections estimates estimates expectations 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 directorsreport describing the company's strength strategies and estimates and forward-lookingstatements within the meaning of the applicable laws and regulations Actual results mayvary from expressed or implied depending upon economic conditions government policiesand other incidental factors.

20. Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act 2013 andrule 12(1) of the Companies (Management and Administration) Rules 2014 an extract ofannual return in Form MGT-9 as a part of this Annual Report is enclosed as an AnnexureIII.

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

There are no material changes occurred subsequent to the close of thefinancial year of the Company to which the balance sheet relates and the date of thereport like settlement of tax liabilities depression in market value of investmentsinstitution of cases by or against the company sale or purchase of capital assets ordestruction of any assets etc.

22. Details of significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and company's operations infuture:

There are no orders passed by regulators or courts or tribunals etc.

23. Deposits: The Company has not accepted any deposits during thefinancial year under review.

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

The Company has not granted any loans or guarantees etc. as coveredunder section 186 of the Companies Act 2013. The Company is an investment companyregistered as a Non-Banking Financial Institution with the Reserve Bank of India and onesegment viz. investments in shares securities etc. and hence section 186 of theCompanies Act 2013 is not applicable.

25. Particulars of contracts or arrangements with related parties:

The company has entered into contracts or arrangements with the relatedparties referred to in sub-section (1) of section 188 of the Companies Act 2013 in theordinary course of business on arms' length basis during the financial year and the sameis disclosed in Form AOC-2 (Annexure IV). All related party transactions are placed beforethe Audit Committee and the Board for approval. The policy on Related Party Transactionsas approved by the Board of Directors has been uploaded on the website of the Company viz.www.sunriseindustrial.co.in. None of the Directors has any pecuniary relationship ortransactions vis-a-vis the company except remuneration and sitting fees.

26. Corporate Governance Certificate:

A separate section on compliance with the conditions of CorporateGovernance as per Regulation 34(3) read with Schedule V of the SEBI LODR Regulations 2015and a report on Corporate Governance approved by the Board of Directors of the Company anda certificate from Mr. Kishor V. Ved Practicing Company Secretary Mumbai for the yearended 31st March 2018 are set out in the Annexure V to the Directors' report. The Companyhas complied with the Corporate Governance practices specified under the Companies Act2013 and the SEBI (LODR) Regulations 2015.

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

In order to prevent sexual harassment of women at work place a new actviz. the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 has been notified.

Under the said Act the company has set up an Internal ComplaintCommittee to look into complaints relating to sexual harassment at work place of any womenemployees. During the year under review the Company has not received any complaints ofharassment.

28. Conservation of energy technology absorption and foreign exchangeearnings and outgo

The information on conservation of energy technology absorption andforeign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act2013 read with the Rule 8(3) of the Companies (Accounts) Rules 2014 is 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 Company there is no capital investment on energy conservation equipment

(b) Technology absorption

(i) the efforts made towards technology absorption
(ii) the benefits derived like product improvement cost reduction product development or import substitution 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.
(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 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.- NIL)

29. Corporate Social Responsibility (CSR):

The provisions of section 135 of the Companies Act 2013 are notapplicable to the Company for the financial year 2017-2018 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

It is to be noted that for financial year 2017-2018 as the Net Profitbefore Tax is Rs.5.26 Crores the Company shall comply with the provisions of Section 135of the Companies Act 2013 as amended and the Rules made thereunder for the financialyear 2018-2019.

30. Human Resources:

Your Company treats its own employees as "human resources"one of its most important assets. Your Company continuously invests in attractionretention and development of talent on an ongoing basis. Your Company thrust is on thepromotion of talent internally through job rotation and job enlargement.

31. Directors' Responsibility Statement:

To the best of knowledge and belief and according to the informationand explanations obtained by them your Directors make the following statement in terms ofSection 134(3)(c) of the Companies Act 2013 —

(a) in the preparation of the annual accounts for the financial yearthe applicable accounting standards had been followed along with proper explanationrelating to material departures;

(b) the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the Profit of the company for that date;

(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 going concernbasis;

(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 compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

32. Internal Control Systems and their Adequacy:

Your company has an effective Internal Control and risk mitigationsystems which are constantly assessed and strengthened with new/revised standardoperating procedures. The Company's internal control system is commensurate with its sizescale and complexities of its operations the internal and operational audit is entrustedto the Internal auditor to test and review controls appraisals of risks and businessprocesses besides benchmarking controls 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 alast seven years and hence no funds are required to be transferred to Investor Educationand Protection Fund.

34. Listing with the Stock Exchange:

The Company confirms that it has paid the Annual Listing Fees for theyear 2018-2019 to the BSE where the Company's Shares are listed.

35. Committees of the Board:

The Board of Directors has the following Committees:

1. Audit Committee

2. Remuneration and Nomination Committee

3. Stakeholders' Relationship Committee

The details of the Committees along with their composition number ofmeetings held and attendance at the meetings are provided in the Corporate GovernanceReport.

36. Business Responsibility Report:

The Business Responsibility Report as required by Regulation 34(2) ofthe SEBI LODR Regulations 2015 is not applicable to the Company as the company is notlisted based on market capitalization calculated as 31st March 2018.

37. Acknowledgements:

An acknowledgement to all with whose help cooperation and hard workthe Company is able to achieve the results.

For and on behalf of the Board of Directors SUNRISE INDUSTRIAL TRADERSLIMITED

SURESH B. RAHEJA

VINEETKUMAR L. KHANNA

WHOLE-TIME DIRECTOR

DIRECTOR

(DIN - 00077245)

(DIN - 00436703)

MUMBAI

Date: 28th May 2018