sunrise asian ltd Directors report

To,

The Members,

SUNRISE ASIAN LIMITED

Your Directors have pleasure in presenting their 34^th Annual Report on the Audited Statement of Accounts of Sunrise Asian Limited ["Company"] for the Financial Year ended March 31, 2015.

1. FINANCIAL RESULTS

(Amount in Lacs)

	Standalone		Consolidated
Particulars	2014-2015	2013-14		2014-2015	2013-14
Gross Income	17021.92	11345.90		17271.63	11345.90
Profit Before Interest and Depreciation	145.46	107.38		45.61	107.38
Finance Charges	-	-		53.86	-
Provision for Depreciation	0.04	4.30		42.21	4.30
Net Profit Before Tax	145.42	103.08		(50.46)	103.08
Provision for Tax	50.20	33.53		46.24	33.53
Net Profit After Tax	95.22	69.55		(96.70)	69.55
Balance of Profit brought forward	180.80	111.25		114.09	111.25
Balance available for appropriation	276.02	180.80		17.39	180.80
Proposed Dividend on Equity Shares	-	-		-	-
Tax on proposed Dividend	-	-		-	-
Transfer to General Reserve	-	-		-	-
Surplus carried to Balance Sheet	276.02	180.80		17.39	180.80

Note: As the Company did not have any subsidiary in the financial year 2013 - 2014, the consolidated figures provided for the sane are equivalent to standalone figures.

2. REVIEW OF OPERATIONS

Your company is engaged in the manufacturing activities and during the year under review, the Company has posted total Income of Rs. 17,021.92 Lacs as against total Income of Rs. 11,345.80 Lacs in the corresponding previous year.

Net Profit after Tax for the year under review was Rs. 95.22 Lacs as against Net Profit after Tax of Rs. 69.55 Lacs in the corresponding previous year.

3. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

The Company invested in diverse five companies for the expansion of the scope of the Companies business. All these five companies which are now the wholly subsidiaries of the Company, are independently profitable companies and has a well grounded management in place. This diversification has enabled the Company to attain high margins, sustainable business and expanded market of these entities. All these entities together with the parent Company, will become a formidable and unbeatable entity, offering high value addition and sustained revenues.

4. DIVIDEND AND RESERVES

To deploy the resources in the more meaningful manner, your directors abstain from declaring any dividend for the financial year under review.

5. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on 31^st March, 2015 is Rs. 45,66,30,600/- comprising of 4,56,63,060 shares of Rs. 10/- each. During the year under review, the Company has not issued any equity shares.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Mahesh Joshi (DIN: 00655923), Director, retires by rotation at the forthcoming Annual General Meeting and being eligible, himself for reappointment.

Further, Mr. Mahesh Joshi (DIN: 00655923) was re-appointed as the Whole Time Director of the Company with effect from 19^th June, 2015, for the period of 5 years subject to approval of Members at forthcoming Annual General Meeting.

Mr. Arunesh (DIN: 03115467) and Mr. Nitesh Ranjan (DIN: 06997743) who were appointed as Additional Director of the Company w.e.f 3^rd November, 2014 were designated as Whole Time Directors of the Company with effect from 14^th August, 2015 for the term of 5 years subject to approval of Members at forthcoming Annual General Meeting.

Mr. Dheeraj Kumar Jain tendered his resignation as Independent Director of the Company but with the persuasions of the various members of the Board he rescinded his resignation.

Mr. Sanjiv Mishra and Mr. Sanjit Jha, Directors of the Company tendered their resignation with effect from 14th August, 2015.

Ms. Nirali Mehta(DIN: 07145513) who was appointed as Additional Director of the Company designated as Non Executive Non Independent with effect from 31st March, 2015.

Ms. Srashti Suresh Sharda was appointed as Chief Financial Officer of the Company with effect from 31^st March, 2015.

Ms. Sonal Singal was appointed as Company Secretary of the Company with effect from 24^th January, 2015.

7. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis; and

(e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED RETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred at the end of the financial year to which this financial statement relate on the date of this report.

9. PARTICULARS OF MANAGERIAL REMUNERATION

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is enclosed as Annexure I and forms part of this Report.

10. NUMBER OF BOARD MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

During the year, 07 (Seven) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report.

11. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The Directors expressed satisfaction with the evaluation process. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

12. INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as Independent Director, under the provisions of section 149 of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement.

13. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The Nomination and Remuneration policy has been uploaded on the website of the Company at http://www.sunriseasian.net/. and also annexed as Annexure VI and forms part of this Report.

14. STATUTORY AUDITORS’ AND AUDITORS’ REPORT

M/s. Vikash Jindal & Associates, Chartered Accountants (Firm Registration No. 129922W), who was appointed as Statutory Auditor of the Company in 33^rd Annual General Meeting of the Company to hold the Office till the conclusion of 36^th Annual General Meeting of the Company conveys his unwillingness to continue as the statutory auditor of the Company for the remaining period of his tenure.

Further M/s. B. M. Gattani and Co., Chartered Accountants, Mumbai [Firm Reg. No. 113536W] be appointed as the Statutory Auditors of the Company to hold office for the term of 5 years i.e from the conclusion of the forthcoming Annual General Meeting of the Company till the conclusion of the 39th Annual General Meeting to be held for the Financial Year 2020.

As required under the provision of section 139 of the Companies Act, 2013, the company has obtained a written consent and eligibility certificate from M/s. B. M. Gattani and Co., Chartered Accountants, to the effect that appointment, if made, would be in conformity with the limits specified in the said section

15. SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made there under, Mr. Kiran Rajpurohit, Practicing Company Secretary, have been appointed Secretarial Auditors of the Company. The Secretarial Audit Report is enclosed as Annexure Vto this report.

16. EXPLANATIONS)/ COMMENTS) PURSUANT TO SECTION 134f3)ffim& Mi). IF ANY. OF THE COMPANIES ACT. 2013:

Statutory Auditors

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

The following disclosures has been made by the Secretarial Auditor in his report, requiring explanation:

"The Company has complied with the applicable clauses of the Listing agreement except to Clause 41 pertaining to submission of financial results wherein there was an unintentional delay for submission of the same for quarters ended December 2013 to September 2014.

Further, there was an instance of trading of shares during the window closure period during the period under Audit."

Explanations given:-

Due to the inadvertent error, there was a delay in submission of quarterly financial results as per Cluase 41 of the Listing Agreement for quarters ended December 2013 to September 2014. We take the same into consideration and the management will take aprropriate stepsto make sure such delays does not occur in future.

The instance of the trading of shares during the window closure period took place due to the inadvertent error. The management will take due care to adhere to the Insider Trading Regulations in future.

17. COST AUDIT

Pursuant to the Companies (Cost records and Audit) Rules, 2014, maintaining the cost records, and Appointment of Cost Auditor is not applicable to our Company.

18. INTERNAL AUDIT & CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statement. The Audit Committee of the Board periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors. Significant internal audit findings are discussed and follow-ups are taken thereon.

Further M/s. Rahul Lodha & Associates, Chartered Accountant has been appointed as Internal Auditor of the Company with effect from 31^st March, 2015 as required in pursuant to Section 138 of the Companies Act, 2013.

19. CONSTITUTION OF RISK MANAGEMENT COMMITTEE

The Company constituted Risk Management Committee with effect from 31^st March, 2015 for risk assessment and minimization. As per listing agreement the company shall constitute Risk Management Committee consisting majority of member of Board of Company. The Chairman of the Committee shall be member of the Board of Directors. The Risk Management committee shall carry of such roles and responsibilities as may be defined by the Board and such other functions as may be required.

S. N.	Name of Committee members	Designation	Designation in Committee
1	Mr. Kalpesh Manhar Jani	Independent Director	Chairman
2	Nirali Mehta	Additional Non Executive Non Independent Director	Member
3	Mr. Nitesh Ranjan	Additional Independent Director	Member

20. RE-CONSTITUTION OF SHARE TRASFER COMMITTEE

The Company re-constituted Share Transfer Committee with effect from 31^st March, 2015 to approve transfer and transmission of securities.

S. N.	Name of Committee members	Designation	Designation in Committee
1	Mr. Kalpesh Manhar Jani	Independent Director	Chairman
2	Ms. Nirali Mehta	Additional Non Executive Non Independent Director	Member

21. RE-CONSTITUTION OF AUDIT COMMITTEE

Mr. Mahesh Joshi, Whole Time Director of the Company was introduced as the members of the Audit Committee on 31^st March, 2015. All the Members of Audit Committee possesses strong knowledge of accounting and financial management. The Key Managerial Personnel are regularly invited to attend the Audit Committee meetings. The other details of the Audit Committee are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

S. N.	Name of Directors	Designation	Designation in Committee
1	Mr. Kalpesh Manhar Jani	Independent Director	Chairman
2	Mr. Dheeraj Kumar Jain	Independent Director	Member
3	Mr. Mahesh Joshi	Whole Time Director	Member

22. RE-CONSTITUTION OF STAKEHOLDER RELATIONSHIP COMMITTEE

During the financial year under review the Stakeholder Relationship Committee was reconstituted w.e.f. 31^st March, 2015 in order to Company with provision of Section 178 of the Companies Act, 2013. The other details of the Committee are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

S. N.	Name of Directors	Designation	Designation in Committee
1	Mr. Nitesh Ranjan	Additional Independent Director	Chairman
2	Mr. Arunesh	Additional Executive Director	Member
3	Mr. Mahesh Joshi	Whole Time Director	Member

23. RE-CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration was reconstituted in Board Meeting held on 31^st March, 2015. Ms. Nirali Mehta was appointed as Additional Non Executive Non Independent Director of the company w.e.f. 31^st March, 2015 and she was introduced as a Member in the Nomination and Remuneration Committee. The other details of the Committee are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

S. N.	Name of Directors	Designation	Designation in Committee
1	Mr. Dheeraj Kumar Jain	Independent Director	Chairman
2	Mr. Nitesh Ranjan	Additional Independent Director	Member
3	Mr. Kalpesh Manhar Jani	Independent Director	Member

24. EMPLOYEES’ STOCK OPTION PLAN

The Company has not provided stock options to any employee.

25. WHISTLE BLOWER POLICY

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Whistle Blower Policy for directors and employees to report genuine concerns has been established. The Whistle Blower Policy has been uploaded on the website of the Company at http://www.sunriseasian.net/. The employees of the Company are made aware of the said policy at the time of joining the Company.

26. RISK MANAGEMENT POLICY

The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting. The policy on Risk Management has been uploaded on the Website of the Company at http://www.sunriseasian.net/.

27. EXTRACT OF ANNUAL RETURN

The details forming part of the Extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure II and forms part of this Report.

28. DETAILS OF SUBSIDIARY/IOINT VENTURES/ASSOCIATE COMPANIES

The Statement AOC-1 pursuant to the provisions of Section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 regarding Subsidiary Company is enclosed as Annexure III to this Report.

29. DEPOSITS

The Company has not accepted nor renewed any fixed deposits during the FY 2014-15 and as on 31^st March, 2015, there were no outstanding deposits.

30. LOANS & GUARANTEES

During the year under review, the Company has invested in five companies and become wholly owned subsidiaries of the Company. Details of the investment are as follows:

S.No	CIN No.	Name of the Company	Amount Invested	Relation
1	U22219DL2011PTC213397	Indus Cine Production Private Limited	25000000	Wholly-owned Subsidiary
2	U70200DL2011PLC213422	Indus Realtors Builders Limited	23000000	Wholly-owned Subsidiary
3	U51109BR2006PTC012001	Indus Multi Services Private Limited	1100000	Wholly-owned Subsidiary
4	U85100DL2011PTC215090	Indus Meditech Private Limited	35000000	Wholly-owned Subsidiary
5	U55101DL2011PTC215007	Indus Inn Private Limited	45000000	Wholly-owned Subsidiary

31. INSURANCE

The properties/assets of the Company are adequately insured.

32. RELATED PARTY TRANSACTIONS

During FY 2014-15, the Company entered into certain Related Party Transactions which are in the ordinary course of business and at arms length basis, with approval of the Audit Committee. The Audit Committee grants omnibus approval for the transactions which are of foreseen and repetitive nature. A detailed summary of Related Party Transactions is placed before the Audit Committee & the Board of Directors for their review every quarter.

There are no materially significant Related Party Transactions executed between the Company and its Promoters, Directors, key Managerial Personnel or other designated persons, that may have a potential conflict with the interest of the Company at large. Accordingly disclosure to be provided in AOC-2 is not enclosed.

33. CORPORATE GOVERNANCE CERTIFICATE

A Report on Corporate Governance along with a certificate from the Auditors of the Company regarding the compliance of conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement forms a part of this Annual Report.

34. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, which gives a detailed state of affairs of the Companys operations forms a part of this Annual Report.

35. CONSERVATION OF ENERGY. RESEARCH AND DEVELOPMENT. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The Company not being a manufacturing company, the disclosure as per Section 134(3)(m) of the companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 is not required to be made.

The Company provided e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The instructions for e-voting are provided in the Notice.

(C) Foreign exchange earnings and Outgo-

The Company has neither earned any income nor incurred any expenditure in foreign exchange.

36. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

37. GENERAL

During the year ended 31^st March, 2015, there were no cases filed /reported pursuant to the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Companys Shares are listed.

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operations.

38. HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

39. ACKNOWLEDGEMENT

The Directors would like to thank all shareholders, customers, bankers, suppliers and everybody else with whose help, cooperation and hard work the Company is able to achieve the results. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.

	For and on behalf of the Board of Directors
Place: Mumbai	KALPESH JANI	SONAL SINGHAL	SRASHTI SHARDA
Date: August 14, 2015	CHAIRMAN	CS	CFO
	[DIN:00656508]	[Mem No: 36990]

AnnexureI

Information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

i. The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and

ii. The percentage increase in remuneration of each Director, Managing Director & Chief Executive Officer, Chief Financial Officer and Company Secretary of the Company in the financial year 201415

Name & Designation	Remuneration of each Director & KMP for Financial Year 2014-15 (Rs.)	% increase/ decrease in remuneration in the Financial Year 2014-15	Ratio of remuneration of each Directors to median remuneration of employees
A. Directors
*Mr. Kalpesh Manhar Jani (Non Executive Independent Director)	Nil	N.A	N.A
*Mr. Dheeraj Kumar Jain (Non Executive Independent Director)	Nil	N.A	N.A
*Mr. Mahesh Keshar Deo Joshi (Whole Time Director)	Nil	N.A	N.A
*Mr. Sanjit Jha (Whole Time Director)	Nil	N.A	N.A
*Mr. Sanjiv Kumar Mishra (Whole Time Director)	Nil	N.A	N.A
*Mr. Nitesh Ranjan (Additional Director)	Nil	N.A	N.A
*Mr. Arunesh (Additional Director)	Nil	N.A	N.A
*Ms. Nirali Sunil Mehta (Additional Non Executive Non Independent Director)	Nil	N.A	N.A
B. Key Managerial Personnel
Ms. Sonal Singhal (Company Secretary)**	54,000	N.A	N.A
Ms. Srashti Suresh Sharda (CFO)	Nil	N.A	N.A

Notes:

1. * Mr. Kalpesh Manhar Jani, Mr. Dheeraj Kumar Jain, Mr. Mahesh Keshar Deo Joshi, Mr. Sanjit Jha, Mr. Sanjiv Kumar Mishra, Mr. Nitesh Ranjan, Mr. Arunesh and Ms. Nirali Sunil Mehta had opted not to withdraw any remuneration and sitting fees during the year.

2. * Mr. Arunesh, Mr. Nitesh Ranjan and Ms. Nirali Mehta were appointed as Directors in the Financial Year 2014-15 and thus the comparative figures for FY 2013-14 are not available.

3. **Ms. Sonal Singhal (Company Secretary) was appointed on 24^th January, 2015 and thus the comparative figures for FY 2013-14 are not available. The remuneration shown above is for part of the financial year 2014-15.

4. Ms. Srashti Suresh Sharda CFO of the Company was appointed on 31^st March, 2015 hence no remuneration was paid during the Financial Year 2014-15.

5. Median remuneration of all the employees of the Company for the financial year 2014-15 is Rs.1,00,000.

iii. The percentage increase in the median remuneration of employees in the financial year 2014-15

	Financial Year 2014 - 15 (Rs.)	Financial Year 2013 - 14 (Rs.)	Increase !%!
Median remuneration of all employees	110000	97500	12.82%

Note: The calculation of % increase in the median remuneration has been done based on comparable employees. In the Financial Year 2013-2014 there were 18 employees associated with the Company but due to the companys inability to continue with large human resource 8 employees left the organisation during the 201314. In Financial Year 2014-15 there are only 9 employess on the roll of the Company and above mentioned figures are calculated on the basis of comparable employees only i.e. the employees who were on roll in both the Financial Years.

iv. The number of permanent employees on the rolls of Company.

There were 9 permanent employees on the rolls of Company as on March 31, 2015.

v. The explanation on the relationship between average increase in remuneration and Company performance.

The Employees received hikes considering the criticality of the roles they play, their individual performance in the Financial Year 2013-14 and skills set they possess and to match up with the growing inflation. The average increase in median remuneration was in line with the performance of the Company.

vi. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company.

The whole time directors of the Company (KMPs) did not withdraw any remuneration from the Company. Apart from him, CS and CFO are employed in 2014-15 and no comparison of their remuneration can be done with the performance of the Company. CS and CFO were employed to fulfill the legal requirements and also qualified personnel are required to sail the Company.

vii. 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 or 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

a. The market capitalization as on March 31, 2015 was Rs. 2722.65 crore (Rs. 2242.96 crore as on March 31, 2014).

b. Price Earning ratio of the equity shares of the Company was 2859.43 as at March 31, 2015 and 25077.53 as at March 31, 2014.

viii Percentage increase or decrease in the market quotations of the shares of the Company as compared to the rate at which the Company came out with the last public offer:

The Company had come out with initial public offer (IPO) in 1983 almost 32 years back with an issue price of Rs.10 per share and the closing price of the Companys Equity share on the BSE as on March 31, 2015 was Rs. 596.25, therefore comparison between two of them will not suffice the purpose. The closing price of the Companys Equity share on the BSE as on March 31, 2014 Rs.491.20.

ix 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.

Average percentile increase in the salaries of employee other than the MD & CEO in the Financial Year 2014-15 was 10%

The average increase of 10% in the salaries of employees was in line with the market projection, the performance of the Company in the financial year 2013-14, the individual performance of the employees, the criticality of the roles they play and skills set they possess.

x The comparison of the each remuneration of Key Managerial Personnel against the performance of the Company during the Financial Year 2014-15 is as under:

As explained in point (vi), CS and CFO are employed in 2014-15 and therefore such comparison of each remuneration of KMP against the performance of the Company is not possible. CS and CFO were employed to fulfill the legal requirements and also qualified personnel is required to sail the Company.

xi The key parameters for any variable component of remuneration availed by the Directors.

No director of the Company is being paid remuneration and hence there is no variable component.

xii. The 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.

No Director of the Company is being paid remuneration; hence there are no employees of the Company who receive remuneration in excess of the highest paid Director of the Company.

xiii. Affirmation that the remuneration is as per the Remuneration Policy of the Company

Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, KMPs, Senior Management and other employees of the Company is as per the Remuneration Policy of the Company.

	For and on behalf of the Board of Directors
Place: Mumbai	KALPESH JANI	SONAL SINGHAL	SRASHTI SHARDA
Date: August 14, 2015	CHAIRMAN	CS	CFO
	[DIN:00656508]	[Mem No: 36990]

ANNEXURE V

SECRETARIAL AUDIT REPORT

For the financial year ended March 31, 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

SUNRISE ASIAN LIMITED

913, Raheja Center,

Free Press Journal Marg,

Nariman Point

Mumbai-400 021.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by SUNRISE ASIAN LIMITED (hereinafter called the Company). The Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31^st March 2015 (Audit Period) complied with the statutory provisions listed hereunder, subject to specified observation mentioned below, however, the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March 2015 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act): —

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (Not Applicable to the Company during the Audit Period);

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999(Not Applicable to the Company during the Audit Period);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not Applicable to the Company during the Audit Period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not Applicable to the Company during the Audit Period);and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not Applicable to the Company during the Audit Period);

However, there were no specifically applicable laws for the company to adhere to, except the regular applicable laws, during the given Audit period.

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

(a) Secretarial Standards issued by The Institute of Company Secretaries of India (Not Applicable to the Company during the audit period)

(b) Listing Agreements entered into by the Company with the Stock Exchange, viz BSE.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above, subject to observations stated therein:-

The Company has complied with the applicable clauses of the Listing agreement except to Clause 41 pertaining to submission of financial results wherein there was an unintentional delay for submission of the same for quarters ended December 2013 to September 2014.

Further, there was an instance of trading of shares during the window closure period during the period under Audit.

I further report that:

- The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

- Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

- Majority decisionswere carried through unanimous approval of present directors and recorded as part of the minutes.

I further report that:

- there are adequate systems and processes in the Company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period there were no specific events/actions having a major bearing on the Companys affairs in pursuance of the above referred laws, rules, guidelines and standards.

Place: Mumbai	KIRANSINGH RAJPUROHIT
Date August 14, 2015	COMPANY SECRETARIES
	ACS No.:33315
	C.P.NO.12276

ANNEXURE TO THE SECRETARIAL AUDIT REPORT

To ,

The Members,

SUNRISE ASIAN LIMITED

I further state that my said report of the even date has to be read along with this letter.

1. Maintenance of Secretarial/ Statutory Records is the responsibility of the Management of the Company. My responsibility is to express an opinion on these records based on the audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial Records.

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

4. Wherever required I have obtained the Management representation about the compliance of laws, rules and regulations and happenings of events etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standard is the responsibility of management. My examination is limited to the verification of procedures on test basis.

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

Place: Mumbai	KIRANSINGH RAJPUROHIT
Date: August 14, 2015	COMPANY SECRETARIES
	ACS No.:33315
	C.P.NO.12276

Annexure VI

Nomination and Remuneration Policy (Under Section 178 of the Companies Act, 2013)

Introduction

In pursuance of the Companys policy to consider human resources as its invaluable assets, to pay equitable remuneration to all Directors, key managerial personnel and employees of the company, to harmonize the aspirations of human resources consistent with the goals of the company and in terms of the provisions of the Companies Act, 2013 and the Listing Agreement with the stock exchanges (as amended from time to time), this polic on nomination and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management has been formulated by the Nomination and Remuneration/Compensation Committee ("NRC") and approved by the Board of Directors of the Company.

Constitution of the Committee

The Board of Directors of the Company (the Board) constituted the committee to be known as the Nomination and Remuneration Committee consisting of three or more nonexecutive directors out of which not less than one-half are independent directors. The Chairman of the Committee is an Independent Director. However, the chairperson of the company (whether executive or non executive) may be appointed as a member of the Nomination and Remuneration Committee but shall not chair such Committee."

Objective

The Nomination and Remuneration/Compensation Committee and this Policy shall be in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Clause 49 under the Listing Agreement. The objective of this policy is to lay down a framework in relation to remuneration of directors, KMP, senior management personnel and other employees. The Key Objectives of the Committee would be:

1. To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

2. Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of Directors, key Managerial personnel and other employees.

3. Formulation of criteria for evaluation of Independent Director and the Board.

4. To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.

5. To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

6. To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Companys operations.

7. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

8. To develop a succession plan for the Board and to regularly review the plan.

9. To assist the Board in fulfilling responsibilities.

10. To Implement and monitor policies and processes regarding principles of corporate governance.

Applicability

a) Directors (Executive and Non Executive)

b) Key Managerial Personnel

c) Senior Management Personnel

Definitions

"Act" means the Companies Act, 2013 and Rules framed there under, as amended from time to time.

"Board" means Board of Directors of the Company.

"Directors" mean Directors of the Company.

"Key Managerial Personnel" means

a. Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole-time Director;

b. Chief Financial Officer;

c. Company Secretary; and such other officer as may be prescribed.

"Senior Management" means Senior Management means the personnel of the company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors, including the functional heads.

Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 as may be amended from time to time shall have the meaning respectively assigned to them therein.

Policy for Appointment and Removal of Director, KMP and Senior Management

1. Appointment Criteria and Qualifications

The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his/her appointment.

A person should possess adequate qualification, expertise and experience for the position he/she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient/satisfactory for the concerned position.

The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

2. Term/Tenure

a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director:

• An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Boards Report.

• No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

• At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.

3. Evaluation

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval (yearly).

4. Removal

Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, rules and regulations there under, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

5. Retirement

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

Policy for Remuneration to Directors/KMP/Senior Management Personnel

1. Remuneration to Managing/Whole-time/Executive/Managing Director, KMP and Senior Management Personnel:

The Remuneration/Compensation/Commission etc. to be paid to Director/Managing Director etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force.

2. Remuneration to Non- Executive/Independent Director:

The Non-Executive Independent Director may receive remuneration /compensation/ commission as per the provisions of Companies Act, 2013. The amount of sitting fees shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rulesmade there under or any other enactment for the time being in force.

Duties in relation to Nomination matters

The duties of the Committee in relation to nomination matters include:

• Ensuring that there is an appropriate induction in place for new Directors and members of Senior Management and reviewing its effectiveness;

• Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment in accordance with the Guidelines provided under the Act;

• Identifying and recommending Directors who are to be put forward for retirement by rotation;

• Determining the appropriate size, diversity and composition of the Board;

• Developing a succession plan for the Board and Senior Management and regularly reviewing the plan;

• Evaluating the performance of the Board members and Senior Management in the context of the Companys performance from business and compliance perspective;

• Making recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract.

• Delegating any of its powers to one or more of its members or the Secretary of the Committee;

• Recommend any necessary changes to the Board; and

• Considering any other matters, as may be requested by the Board.

Duties in relation to Remuneration matters

The duties of the Committee in relation to remuneration matters include:

1. Considering and determining the Remuneration Policy, based on the performance and also bearing in mind that the remuneration is reasonable and sufficient to attract retain and motivate members of the Board and such other factors as the Committee shall deem appropriate all elements of the remuneration of the members of the Board.

2. Approving the remuneration of the Senior Management including key managerial of the Company maintaining a balance between and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company.

3. Delegating any of its powers to one or more of its members or the Secretary of the Committee.

4. Considering any other matters as may be requested by the Board.

Review and Amendment

i. The NRC or the Board may review the Policy as and when it deems necessary.

ii. The NRC may issue the guidelines, procedures, formats, reporting mechanism and manual in supplement and better implementation to this Policy, if it thinks necessary.

iii. This Policy may be amended or substituted by the NRC or by the Board as and when required and also by the Compliance Officer where there is any statutory changes necessitating the change in the policy.