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Sunrise Industrial Traders Ltd.

BSE: 501110 Sector: Financials
NSE: N.A. ISIN Code: INE371U01015
BSE 00:00 | 17 May Sunrise Industrial Traders Ltd
NSE 05:30 | 01 Jan Sunrise Industrial Traders Ltd
OPEN 6.19
PREVIOUS CLOSE 6.19
VOLUME 100
52-Week high 6.19
52-Week low 6.19
P/E 0.09
Mkt Cap.(Rs cr) 0
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.19
CLOSE 6.19
VOLUME 100
52-Week high 6.19
52-Week low 6.19
P/E 0.09
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

SUNRSE INDUSTRIAL TRADERS LIMITED

Your Director's have pleasure in presenting their Forty-Ninth AnnualReport on the business and operations of the Company and the accounts for the FinancialYear ended 31st March 2021

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

A summary of the Company's financial Results (Standalone) for theFinancial Year 2020-2021 is as under:

Particulars 2020-2021 2019-2020
Revenue from Operations 59990932.33 56714865.37
Total Expenses 10619276.89 9661772.11
Net Profit Before Tax and Exceptional Item 49371655.44 47053093.26
Exceptional Item* (5519205.05) (72987974.35)
Net Profit Before Tax 43852450.39 (25934881.09)
Current Tax 5498400.00 -
Provision for Tax (129296.00) (412034.53)
Net Profit After Tax 38483346.39 (26346915.62)
Total of Other Comprehensive Income 271524420.35 (44130316.58)
Total Comprehensive Income for the Period 310007766.74 (70477232.20)
Earnings Per Share (in Rs.)
Basic 77.12 (52.79)
Diluted 77.12 (52.79)

Your company reported increase in revenue from operations of 5.78% overthe previous year. At standalone level the revenue from operations stood at Rs.59990932.33 compared with Rs. 56714865.37 in the previous year. The Net profit aftertax for the year stood at Rs. 38483346.39 against loss of Rs. 26346915.62 reportedin the previous year.

The consolidation of financial statement of the Company for the yearended 31st March 2021 is not applicable as the company's does not have anysubsidiary companies/Associate companies.

*The Company has invested in Non-convertible Bonds of Lakshmi VilasBank Ltd due to defaults in principal and interest repayment by the respective Bank andas per Reserve Bank of India the Company has written off the investments which are shownas an exceptional item in the statement of profit and loss.

Consequent to the outbreak of COVID-19 pandemic the Indian governmenthad announced lockdown in March 2020. Subsequently the lockdown has been lifted by thegovernment in a phased manner outside specified containment zones. The extent to which theCOVID-19 pandemic including the current second wave that has significantly increased thenumber of cases in India may continue to impact the Company's performance will depend onongoing and future developments which are uncertain including among other things anynew information concerning the severity of the COVID-19 pandemic and any action to containits spread or mitigate its impact whether government mandated or elected by us. Thesituation remains fluid and as the duration and scope of COVID-19 continues to evolvethe operation of the company is not affected till date with regards to operationsprofitability liquidity position etc. as all of the executive staff is operating fromhome.

2. Brief description of the Company's working during theyear/State of Company'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 2020-2021. The Company is a Non-Banking Financial Institution (NBFI)(without accepting public deposits) registered under section 45-IA of the Reserve Bank ofIndia Act 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 2021 (P.Y.: NIL). The Company isoutside purview of Regulation 43A of the SEBI Listing Regulations 2015 and hence theformulation of "Dividend Distribution Policy" is not applicable to the Company.

5. Reserves

The Board proposes to carry the Net profit after taxation of Rs.38483346.39 for the financial year 20202021 to the Retained Earnings (P.Y.: Net Loss -Rs. 26346915.62)

6. Share Capital

There is no change in the Authorized Share Capital of the company. TheCompany has not issued any shares during the year. 472000 equity shares (94.59%) of theCompany are in Demat form and 27000 equity shares (5.41%) are in physical form as on31-03-2021. The Company has appointed M/s Kfin Technologies Private Limited. as theRegistrar & Share Transfer Agent for dealing with both Physical & Electronicshares. The Company's securities are admitted in the Central Depository Service (India)Ltd & the National Securities Depository Ltd. and the ISIN Number allotted to theCompany by them in respect of Equity Shares is INE371U01015.

7. Directors Key Managerial Personnel Independent Directors &Compliance Officer

CHANGE IN DIRECTORS:

1. As per Article No. 127 of the Articles of Association of thecompany Mr. Suresh. B. Raheja (DIN - 00077245) Director of the Company will retire byrotation and being eligible offered himself for reappointment at the ensuing 49thAnnual General Meeting of the members of the Company. The Board hereby recommended theshareholders for his re-appointment and it will not be treated as any break in his tenureas Whole Time Director. The brief profile of Mr. Suresh. B. Raheja has been given in theNotice convening the Annual General Meeting for your approval.

2. Pursuant to recommendation of the Nomination and RemunerationCommittee at their meeting held on 31st May 2021 approval of Board of Directors attheir meeting held on that day and pursuant to section 196 and 197 and any otherapplicable provisions if any read with Schedule V of the Companies 2013 and Rule 7(2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andRegulation 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015.The Board hereby recommend the shareholders to re-appointment of Mr. Suresh B. Raheja (DIN- 00077245) as a Whole-time Director and Chief Executive Officer (CEO) in the Category ofKey Managerial Personnel of the Company on monthly salary of Rs.300000/- (Rupees ThreeLakhs only) for a period of 5 (five) years from 1st June 2021 to 31stMay 2026 (both days inclusive).

DECLARATION

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.

KEY MANAGENRIAL PERSONNEL & COMPLIANCE OFFICER

The following are the KMP of the Company:

1) Mr. Suresh. B. Raheja - Whole-time Director & CEO

2) Mr. Alkesh. S. Raheja - Chief Financial Officer

3) Ms. Priyanka R. Daroga - Company Secretary and Compliance Officer

The policy on directors' appointment and remuneration approved by theboard of directors is available on www.sunriseindustrial.co.in

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. No. Name Designation Remuneration paid F.Y.2020- 2021 (Rs.) Remuneration paid F.Y.2019 - 20 (Rs.) Increase in remuneratio n from previous year (Rs.) Ratio / Times per Median of employee remuneration
2 3 4 5 6 7
1 Mr. Suresh. B. Raheja (*) Whole-time Director & CEO 2460000.00 2460000.00 As per point No. 3 below of Other Disclosures
2 Mr. Alkesh. S. Raheja (**) CFO 2500000.00 2400000.00 100000.00 1.79:1
3 Ms. Priyanka Daroga Company Secretary and Compliance officer 325000.00 300000.00 25000.00 0.23:1
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 61 years Raheja Stock Brokers Pvt. Ltd.
B. Com. A.C.A. 10.11.2017 30 years Raheja Stock Brokers Pvt. Ltd
B. Com. A.C.S. 03.09.2018 30 Years Uma Lodha and Co.

(*) Mr. Suresh. B. Raheja is a relative (brother) of Mr. Dhanesh. B.Raheja Director of the Company & Mr. Suresh. B. Raheja is holding 134450 (26.94%)equity shares of the Company.

(**) Mr. Alkesh. S. Raheja is a relative of Mr. Suresh. B. RahejaWhole-time Director & is holding 36500 (7.31%) equity shares of the Company.

Other Disclosures pursuant to Rule 5(2) & 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014:

SN. 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. Suresh. B. Raheja 1.77 : 1 (WTD & CEO)
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) Mr. Suresh B. Raheja WTD & CEO - No increment was given during 2020-2021.
2) Mr. Alkesh. S. Raheja CFO - 4.16% increment was given during 2020-2021.
3) Ms. Priyanka Rajendra Daroga Company Secretary and Compliance Officer - 8.33% increment was given during 2020-2021
3 Percentage increase in the median remuneration of employees in the financial year 3.15% for 31-03-2021 (P.Y.: NIL for 31-03-2020)
4 Number of permanent employees on the rolls of company Six (6) as on 31st March 2021 and Six (6) as on 31st March 2020
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 30.67% for Employees other than Managerial Personnel and
2.42% for Key Managerial Personnel.
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. 52.85 Lakhs
Remuneration of KMP (as % of total Revenue) - 8.81% (52.85 / 599.91) Profit before Tax (PBT) - Rs. 493.72 Lakhs Remuneration of KMP (as % of PBT) - 10.70%
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 31-03-2021 31-03-2020
Market Cap 3028930.00 3028930.00
P/E Ratio 0.079 ( 0.115)
Increase in Mkt Cap 0.00% 0.00%
The public offer was made in 1976 at par
9 Key parameters for any variable component of remuneration availed by the directors There is no variable component of remuneration to the directors
10 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 1) Mr. Alkesh S Raheja CFO - 1: 1.01
2) Mr. Tarun S Raheja - 1: 1.01
The company have two (2) employees who has received remuneration in excess of highest paid WTD & CEO of the company for the F.Y. 202021

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 considering the performance leverage and factors such asto 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 information required under Section 197 of the Companies Act 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014in respect of Directors/ employees of your Company is set out in "Annexure III"to this report i.e. "MGT-9-Extract of Annual Return". The Extract of AnnualReturn is displayed on website of Company viz www.sunriseindustrial.co.in.

9. Board Meetings

The details of the number of meetings of the Board held during theFinancial Year 2020-2021 forms part of the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013and as per the relaxation granted from time to time by Ministry of Corporate Affairs andSEBI due to COVID-19 pandemic situation. The Company has complied with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India.

10. Annual Performance Evaluation

In compliance with the provisions of the Act and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the performance evaluation wascarried out as under:

Board:

In accordance with the criteria suggested by the Nomination andRemuneration Committee the Board of Directors evaluated the performance of the Boardhaving regard to various criteria such as Board composition Board processes and Boarddynamics. The Independent Directors at their separate meeting also evaluated theperformance of the Board as a whole based on various criteria. The Board and theIndependent Directors were of the unanimous view that performance of the Board ofDirectors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee the Corporate SocialResponsibility Committee the Nomination and Remuneration Committee and the StakeholdersRelationship Committee was evaluated by the Board having regard to various criteria suchas committee composition committee processes and committee dynamics. The Board was of theunanimous view that all the committees were performing their functions satisfactorily andaccording to the mandate prescribed by the Board under the regulatory requirementsincluding the provisions of the Act the Rules framed thereunder and the ListingAgreement/SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Individual Directors:

(a) Independent Directors: In accordance with the criteria suggested bythe Nomination and Remuneration Committee the performance of each independent directorwas evaluated by the entire Board of Directors (excluding the director being evaluated) onvarious parameters like qualification experience availability and attendance integritycommitment governance independence communication preparedness participation and valueaddition. The Board was of the unanimous view that each independent director was a reputedprofessional and brought his/her rich experience to the deliberations of the Board. TheBoard also appreciated the contribution made by all the independent directors in guidingthe management in achieving higher growth and concluded that continuance of eachindependent director on the Board will be in the interest of the Company.

(b) Non-Independent Directors: The performance of each of thenon-independent directors (including the Chairperson) was evaluated by the IndependentDirectors at their separate meeting. Further their performance was also evaluated by theBoard of Directors. Various criteria considered for the purpose of evaluation includedqualification experience availability and attendance integrity commitment governancecommunication etc. The Independent Directors and the Board were of the unanimous viewthat each of the non-independent directors was providing good business and peopleleadership.

11. Details of Subsidiary/Joint Ventures/Associate Companies

The Company has no Subsidiary/Joint Ventures Company/ Associate Companyas on 31st March 2021 as detailed in Form AOC-1 (Annexure I).

12. Auditors & Auditor's Report

M/s. Arunkumar K. Shah & Co. Chartered Accountants (FirmRegistration No. 126935W) Mumbai the Statutory Auditors of the Company hold the officeup to the conclusion of the Annual General Meeting to be held in year 2023 and subject toratification in this Annual General Meeting till the conclusion of Next Annual GeneralMeeting with remuneration as mutually agreed between them and the Board of Directors ofthe Company and the said Auditors be paid out-of-pocket expenses incurred by them inconnection with the audit of accounts of the Company."

As required under Regulation 18 read with Part C of Schedule II of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the AuditCommittee and the Board of Directors recommend the ratification of appointment of M/s.Arunkumar K. Shah & Co. Chartered Accountants (Firm Registration No. 126935W)Mumbai) as the Statutory Auditors of your Company for the financial year 2021- 2022 fromthe conclusion of this Annual General Meeting (AGM) till the conclusion of the AGM to beheld in year 2023 of the Company. The Company has received a certificate from the Auditorsthat if their appointment is made it will be within the prescribed limit under theprovisions of the Companies Act 2013.

The Auditors of the Company have observed that they have neither comeacross any instance of fraud on or by the Company its officers or employees noticed orreported during the period.

There is no audit qualification reservations or adverse remarks in theauditor's report for the year ended 31st March 2021. 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 March2021. The report of the Secretarial Auditor's in Form No. MR-3 is enclosed as Annexure IIto this report.

15. Secretarial Standards

The Company has complied with the Secretarial Standards on meetings ofthe Board of Directors including Committee of Directors and General Meetings issued byICSI

16. 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 2020-2021. 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 has appointed Mr. Harish Sampat (Chartered Accountant -M.No.041921) as its Internal Auditor for the Financial Year 2021-22.

17. Issue of employee stock options

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

18. 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.

19. 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.

20. Management Discussion and Analysis

As required under the SEBI (LODR) Regulations 2015 the ManagementDiscussion and Analysis (MRA) for the year ended 31st March 2021 and gives thestate of affairs 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. 59990932.33 during thecurrent year as against Rs. 56714865.37 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 2021-2022.

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 financialoperational performance are given below:

Sr. No. Particulars 2020-2021 (Rs) 2019-2020 (Rs.)
1 Revenue from Operations 59990932.33 56714865.37
2 Total Expenses 10619276.89 9661772.11
3 Net Profit Before Tax and Exceptional Item 49371655.44 47053093.26
4 Exceptional Item (5519205.05) (72987974.35)
5 Net Profit Before Tax 43852450.39 (25934881.09)
6 Current Tax 5498400.00 -
7 Provision for Tax (129296.00) (412034.53)
8 Net Profit After Tax 38483346.39 (26346915.62)
9 Total of Other Comprehensive Income 271524420.35 (44130316.58)
10 Total Comprehensive Income for the Period 310007766.74 (70477232.20)
11 Capital Employed at the Beginning of the Period 863429022.45 936374732.95
12 Capital Employed at the End of the Period 1176700667.55 863429022.45
13 Average Capital Employed during the year 1020064845.00 899901877.70
14 Return on Average Capital Employed % (before interest and Tax) (5/13) 4.29% (2.88%)
15 Current Ratio (current assets / current liabilities) 973:1 536:1
16 Borrowings: Equity Ratio 0:1 0:1

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.

21. 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. Directors' Report shall be also available at the Website of the Company under Extractof Annual Return and the web-link of the same is www.sunriseindustrial.co.in underinvestor's relations/ Extract of Annual Return.

22. 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.

23. 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 such orders passed by regulators or courts or tribunalsetc.

24. Deposits

The Company has not accepted any deposits from public during thefinancial year under review.

25. 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.

26. 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.

27. 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 31stMarch 2021 are set out in the Annexure V to the Directors' report.The Company has complied with the Corporate Governance practices specified under theCompanies Act 2013 and the SEBI (LODR) Regulations 2015.

28. 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 prevention prohibition and redressal of complaints / grievances onthe sexual harassment of women at work places of any women employees. During the yearunder review the Company has not received any complaints of harassment. It is to be notedthat the Company has six (6) employees and hence the provisions of the above-mentionedAct is not applicable to the Company.

29. 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)

30. Corporate Social Responsibility (CSR)

Pursuant to the provision of Section 135 of the Companies Act 2013("the Act") read with the Companies (Corporate Social Responsibility Policy)Rules 2014 the Company has constituted a CSR Committee. Mr. Vineetkumar L. Khanna is theChairman of the Committee and Mr. Dhanesh. B. Raheja and Mrs. Nita Desai are the othermembers. The Company is committed to good Corporate Citizenship. As a part of itscorporate social responsibility the Company continues to undertake a range of activitiesincluding preventive healthcare.

It is to be noted that for financial year 2020-2021 the provision ofSection 135 of the Companies Act 2013 are not applicable to the Company due to thefollowing:

a) Net worth of the Company is less than Rs. 500.00 crores for F.Y.2019-2020

b) Turnover is less than Rs. 1000.00 crores for F.Y. 2019-2020.

c) Net Profit Before Tax is less than Rs. 5.00 Crores for F.Y.2019-2020.

In view of the above the Company is not required to spend any amounton CSR activities during the F. Y. 2020-2021. However the Company still continue with theexisting CSR Committee and comply with the provisions of Section 135 (2) to (4) of theAct. The Board hereby ensures the compliance of Section 135 of the Act and the Rules madethereunder in future.

31. 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.

32. Directors' Responsibility Statement

As required under the provisions of Section 134 of the Act yourdirectors report that

(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.

33. 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.

34. 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.

35. Listing with the Stock Exchange

The Company confirms that it has paid the Annual Listing Fees for theyear 2021-2022 to the BSE where the Company's Shares are listed.

36. Committees of the Board

The Board of Directors has the following Mandatory Committees:

a) Audit Committee

b) Stakeholders' Relationship Committee

c) Nomination and Remuneration Committee.

d) Corporate Social Responsibility Committee.

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

37. 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 2021.

38. Acknowledgements

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

39. Statutory Disclosures

There were no transactions / events with respect to the following itemsduring the period under review and accordingly no disclosure or reporting is requiredwith respect to the same:

a) Issue of equity with differential rights as to dividend / voting orotherwise

b) Receipt of any remuneration or commission by the managing director /whole-time director of the Company from any its subsidiaries

c) Buy-back of shares.

.