REPORT ON CORPORATE GOVERNANCE
Corporate Governance is not merely the compliance of a set of regulatory laws and regulations but is a set of good and transparent practices that enable an organization to perform efficiently and ethically to generate long term wealth and create value for all its stakeholders. It goes beyond building and strengthening the trust and integrity of the Company by ensuring conformity with the globally accepted best governance practices. The Securities and Exchange Board of India (SEBI) observes keen vigilance over governance and fulfillment of these regulations in letter and spirit, which entails surety towards sustainable development of the Company, enhancing stakeholders' value eventually.
COMPANY'S PHILOSOPHY ON CORPORATEGOVERNANCE
At SUNRISE ASIAN LIMITED, ('the Company'), the adherence to the Corporate Governance practices not only justifies the legal obedience of the laws but dwells deeper, conforming to the ethical leadership and stability. It is the sense of good governance that our leaders portray which trickles down to the wider management and is further maintained across the entire functioning of the Company. Your Company envisages the importance of building trust and integrity through transparent and accountable communication with the internal and external stakeholders as well as the customers of the Company. This involves keeping the stakeholders of the Company updated on a timely basis about the development, the plans and the performance of the Company with a view to establish the long term affiliations. The Company keeps itself abreast with the best governance practices on the global front, at the same time conforming to the recent amendments.
The Board of Directors fully supports and endorses the Corporate Governance practices in accordance with the provisions of Clause 49 of the Listing Agreement with the Stock Exchanges and the Voluntary Corporate Governance Guidelines to ensure good Corporate Governance practices across the Company in letter and in spirit. The Company has complied with all the mandatory requirements of the said clause and listed below is the status with regard to the same
BOARD OF DIRECTORS
The Board of Directors ("the Board") of your Company provides leadership and guidance to the Company's management and directs, supervises and controls the performance of the Company. The Board plays a crucial role of piloting the Company towards enhancement of the short and long term value interests of the stakeholders. The Board comprises of the members distinguished in various fields such as management, finance, law, marketing, technology and strategic planning. This provides reliability to the Company's functioning and the Board ensures a critical examination of the strategies and operational planning mechanisms adopted by the management across the globe.
The Company has an optimum combination of Directors on the Board and is in conformity with Clause 49 of the Listing Agreement. As on March 31, 2015, the Board comprised of 8 Directors out of which 3 are Non-Executive Independent Directors, 4 are Executive Directors and 1 is Non-Executive Non- Independent Director.
Agenda papers of the Boards and its Committee meetings are circulated to the Directors well in advance of the meetings, supported with significant information including that as enumerated in Annexure X to Clause 49 of the Listing Agreement for an effective and well-informed decision making during the meetings.
The Board meets at regular intervals to discuss and decide on Company's business policy and strategy apart from other normal business. During the Financial Year 2014-2015, Seven (7) Board Meetings were held on 30th May, 2014, 14th August, 2014, 03rd November, 2014, 14th November, 2014, 24th January, 2015, 14th February and 31st March, 2015. Time gap between any two meetings was not more than 120 days.
The Board periodically reviews the compliance report of all laws applicable to the Company. All the Directors have made necessary disclosures about the directorships and committee positions they occupy in other companies. None of the Directors on the Board is a Member of more than 10 Committees and Chairman of more than 5 Committees across all Companies in which they are Directors.
The particulars of Directors, who are proposed to be re-appointed at the ensuing AGM, are given in the Notice convening the AGM.
COMMITTEES OF BOARD OF DIRECTORS AUDIT COMMITTEE
The Audit Committee comprises of experts specializing in accounting / financial management. During the Financial Year 2014-15, Six (6) meetings of the Audit Committee were held on 30th May, 2014, 14th August, 2014, 14th November, 2014, 17th January, 2015, 14th February, 2015 and 31st March, 2015. The time gap between any two meetings was not more than 4 months and the Company has complied with all the requirements as mentioned under the Listing Agreement and the Companies Act, 2013.
The terms of reference of the Audit Committee were enlarged by the Board in order to cover the matters specified under revised Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013. This Committee has powers and roles comprising of Financial Reporting and disclosure, recommendation of appointment/removal of Auditors, reviewing of company's results, evaluation of Independent Directors performances, and all such and terms of reference as enumerated on the company's website at <http://www.sunriseasian.net>
NOMINATION AND REMUNERATION COMMITTEE
The Committee's constitution and terms of reference are in compliance with provisions of section 178 of the Companies Act, 2013, Clause 49 of the Listing Agreement and the Securities and Exchange Board of India (Share Based Employee Benefits Regulations, 2014, as amended from time to time.
During the Financial Year 2014-15, Four (4) meetings of the Committee were held on 30th May, 2014, 14th August, 2014, 21st January, 2015 and 31st March, 2015.
The terms of reference of the Nomination & Remuneration Committee were enlarged by the Board in order to cover the matters specified under revised Clause 49 of the Listing Agreement and Section 178 of the Companies Act, 2013. This Committee has powers to recommend/ approve remuneration, Identification of Persons who are qualified to become director, Recommend to the board their appointment and removal, approve remuneration of Non Executive Directors and all such and terms of reference as enumerated on the company's website at <http://www.sunriseasian.net>
Remuneration Policy for Key Managerial Personnel and other Employees of the Company
The Company's Remuneration Policy for Key Managerial Personnel and Other employees is driven by the success and the performance of the Company and the individual & industry benchmarks and is decided by the Nomination and Remuneration Committee. Through its compensation programme, the Company endeavors to attract, retain, develop and motivate a high performance workforce. The Company follows a mix of fixed/ variable pay, benefits and performance related pay. The Remuneration Policy for Key Managerial Personnel and Other employees of the Company is attached as Annexure VI to the Directors' Report forming part of this Annual Report.
Remuneration of the Whole-time Director
The Remuneration Committee of the Board is authorized to decide the remuneration of the Whole-time Director ("WTD") subject to the approval of the Members and the Central Government, if required. According to the decision of the Board, no remuneration was paid to the WTDs.
RE-CONSTITUTION OF SHARE TRASFER COMMITTEE
The Company re-constituted Share Transfer Committee with effect from 31st March, 2015 to approve transfer and transmission of securities. Four (4) meetings of the Committee were held during the year 2014-15 on 9th May, 2014, 21st November, 2014 6th February, 2015 and 13th February 2015.
RE-CONSTITUTION OF STAKEHOLDER RELATIONSHIP COMMITTEE
During the financial year under review the Stakeholder Relationship Committee was reconstituted w.e.f. 31st March, 2015 in order to Company with provision of Section 178 of the Companies Act, 2013. Five (5) meetings of the Committee were held during the year 2014-15 on 30th May, 2014, 14th August, 2014, 14th November, 2014, 14th February, 2015 and 31st March, 2015.
The terms of reference were enlarged by the Board to be in line with Section 178 of the Companies Act, 2013 and revised clause49 of the Listing Agreement. The Committee reviews Shareholder's/ Investor's complaints like non-receipt of Annual Report, physical transfer/ transmission/transposition, split/ consolidation of share certificates, issue of duplicate share certificates etc. This Committee is also empowered to consider and resolve the grievance of other stakeholders of the Company including security holders.
The Company did not receive complaints and hence there was no pending complain as on March 31, 2015. The Company receive 70 transfer requests during the year, but no request was pending for approval as on March 31, 2015
CONSTITUTION OF RISK MANAGEMENT COMMITTEE
The Company constituted Risk Management Committee with effect from 31st 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.
TRAINING FOR BOARD MEMBERS
Pursuant to clause 49(II) (B) (7) of the Listing Agreement, the Company has put in place a system to familiarize its Independent Directors with the Company, their roles, rights & responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. Presentation was made for the newly appointed Independent Directors to make them aware of their roles & duties and Code for Independent Directors, Code of Conduct for Non Executive Directors and Code of Conduct for Prevention of Insider Trading as issued by the Company are also shared with them at the time of their appointment/ re-appointment. Further, presentations are also made from time to time at the Board and its Committee meetings, on quarterly basis, covering the business & financial performance of the Company & its subsidiaries, quarterly/ annual financial results, revenue and capital budget, review of Internal Audit findings etc.
The details of such familiarization programmes are disclosed on the Company's website at the link <http://www.sunriseasian.net>
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee, and Stakeholders Relationship Committee. The performance of individual Directors including the Chairman of the Board was evaluated on parameters such as attendance and participation in the Meetings, preparedness for the meetings, understanding of the Company & the external environment in which it operates, contribution to strategic direction, raising of valid concerns to the Board, constructive contribution to issues, active participation at meetings and engaging with & challenging the management team without confronting or obstructing the proceeding of the Board and its Committee meetings of which the Director is a member. The performance evaluation ofthe Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors at its meeting. The Directors expressed their satisfaction with the evaluation process.
i. Related Party Transactions
The transactions with related parties as per Accounting Standard AS-18 are set out in Notes to accounts under Note no. 21 forming part of financial statements. All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on an arm's length pricing basis. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosures as required by the relevant Accounting Standards (AS18) have been made in the Notes to the Financial Statements. The Board has approved a policy for related party transactions which has been uploaded on the Company's website at the link: <http://www.sunriseasian.net/Policies.html>
ii. Disclosures from Senior Management
In Compliance with Clause 49 (VIII) (D) (2) of the Listing Agreement, disclosures from Senior Management are obtained on quarterly basis to the effect that they have not entered into any material, financial and commercial transactions, where they have personal interest that may have potential conflict with the interest of the Company at large.
iii. Compliances by the Company
The Company has complied with the requirements of the Regulatory Authorities on matters related to the capital market during the last three years but due to the late submission of the Financial Results under clause 41 of the Listing Agreement for the quarter ended December 2013 to Quarter ended June 2014, BSE had levied a penalty on the Company. No other penalties/ strictures have been imposed against the Company by the Stock Exchanges or SEBI or any other Regulatory Authority on any matter related to capital market during the last three years.
iv. Whistle Blower Policy/ Vigil Mechanism
The Company has adopted a Whistle Blower Policy to provide a vigil mechanism to directors, employees, agents, consultants, vendors and business partners to disclose instances of wrong doing in the workplace. The object of this Whistle Blower Policy is to encourage individuals to disclose and protect such individuals in the event of a disclosure. The Company is keen on demonstrating the right values and ethical, moral and legal business practices in every field of activity within the scope of its work. The objective of this policy is to provide a vigil mechanism and framework to promote responsible whistle blowing and ensure effective remedial action and also protect the interest of the whistle blower as guided by legal principles. This policy is intended to:
a. Encourage and enable directors, employees, agents, consultants, vendors and business partners to raise issues or concerns, which are either unacceptable or patently against the stated objectives, law or ethics, within the Company.
b. Ensure that directors, employees, agents, consultants, vendors and business partners can raise issues or concerns without fear of victimization, subsequent discrimination or disadvantage thereof.
c. Reassure the whistle blower(s) that they will be protected from possible reprisals or victimization if they have made disclosure/s in good faith.
d. Ensure that where any wrong doing by the Company or any of its directors, employees, agents, consultants, vendors or business partners is identified and reported to the Company under this policy, it will be dealt with expeditiously and thoroughly investigated and remedied. The Company will further examine the means of ensuring how such wrong doing can be prevented in future and will take corrective action accordingly.
The policy also provides adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. No person has been denied access to the Audit Committee. All complaints received under the said policy are reviewed by the Audit Committee at its meeting held every quarter. In staying true to our values of Strength, Performance and Passion and in line with Company's vision of being one ofthe most respected companies in India; the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.
v. CEO/CFO Certification
Certification on financial statements pursuant to Clause 49(V) of the Listing Agreement has been obtained from the Chief Financial Officer of the Company. Extract of the same is given at the end of this Report.
vi. Code of Conduct for Directors and Senior Management
The Board has laid down Codes of Conduct for Executive Directors & Senior Management and for Non-Executive/ Independent Directors of the Company. The Codes of Conduct have been circulated to the Board and Senior Management and the compliance of the same has been affirmed by them. A declaration signed by the CFO in this regard is given at the end of this Report. The Code of Conduct is available on website of the Company at the link <http://www.sunriseasian.net/code-of-conduct.html>
vii. Code of Conduct for Prohibition of Insider Trading
I The Company has framed the Code of Conduct for Prohibition of Insider Trading' pursuant to the SEBI(Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, which is applicable to its Directors, Officers, and Designated Employees. The Code includes provisions relating to disclosures, opening and closure of Trading Window and Pre-Clearance of trades procedure. In compliance with SEBI Regulations the Company sends intimations to Stock Exchanges from time to time.
viii. Subsidiary Companies
As on March 31, 2015, the Company has One (5) subsidiaries. The Company has no material non-listed Indian Subsidiary Company as defined in Clause 49(V) of the Listing Agreement. However, a policy on material subsidiaries has been formulated and the same is available on website of the Company at the link I <http://www.sunriseasian.net/Policies.html>. The consolidated financial statements of the Company and its subsidiaries are reviewed by the Audit Committee.
ix. Risk Management & Internal Control
I The Company has implemented a comprehensive 'Enterprise Risk Management' framework in order to anticipate, identify, measure, mitigate, monitor and report the risks to meet the strategic business objectives,
I details of which are given in the Risk Management section under 'Management Discussion and Analysis Report' which forms part of this Annual Report. The Company has a competent in-House Internal Audit team which prepares and executes a vigorous Audit Plan covering various functions such as operations, finance, human resources, administration, legal and business development etc. across different geographies. The team presents their key audit findings of every quarter to the Audit Committee. The management updates the members about the remedial actions taken or proposed for the same. The suggestions and comments from the Committee members are vigilantly incorporated and executed by the Company.
x. Sexual Harassment Policy
The Company has an anti-sexual harassment policy to promote a protective work environment. The complaints received by the Sexual Harassment Committee with details of action taken thereon are reviewed by the Audit Committee at its meeting held every quarter.
xi. Management Discussion and Analysis Report
The Management Discussion and Analysis Report forms part of this Annual Report.
xii. Independent Directors
The Independent Directors of the Company have the option and freedom to meet and interact with the Company's Management as and when they deem it necessary. They are provided with necessary resources and support to enable them to analyze the information/data provided by the Management and help them to perform their role effectively.
xiii. Share Reconciliation Audit
As stipulated by SEBI, a Qualified Practicing Company Secretary carries out Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the Stock Exchange. The Audit confirms that the total Listed and Paid-up capital is in agreement with the aggregate of the total number of shares in dematerialized form and in physical form.
xiv. Mandatory Requirements of Clause 49
The Company has complied with all applicable mandatory requirements of Clause 49 of the Listing Agreement.
MEANS OF COMMUNICATION
The announcement of quarterly and annual financial results to the Stock Exchanges is followed by media call and earnings conference calls. The quarterly and annual consolidated financial results are normally published in The Free Press Journal / Business Standard (English) and Navshakti/ Mumbai Lakshwadeep (Marathi) newspapers. The following information is promptly uploaded on the Company's website viz. I <http://www.sunriseasian.net/>
• Standalone and consolidated financial results, investors' presentations, press release, fact sheet and transcript of earnings conference calls.
• Shareholding pattern (clause 35 of Listing Agreement) and Corporate Governance compliance reports (clause 49 of the Listing Agreement) filed with Stock Exchanges on a quarterly basis.
GENERAL SHAREHOLDER INFORMATION
i. Annual General Meeting
Day, Date & Time_
Monday, 28th September, 2015 at 9.30A.M
Russi Mehta Hall, RTO Lane, Near Tulsiwadi Post Office, Tardeo, Mumbai - 400 034
ii. Financial year April 1 to March 31
Financial Calendar (Tentative) - Financial Year 2015-2016
1st Quarter On or before 15th August, 2015
2nd Quarter On or before 15th November, 2015
3rd Quarter On or before 15th February, 2016
4th Quarter On or before 30th May, 2016
Audited yearly result for the year ended March 2016- End of May 2016
iii. Dates of Book Closure (both days inclusive)
Monday, September 21, 2015 to Monday, September 28, 2015
In order to conserve the resources for the further growth of the Company, your Directors think fit not to recommend any dividend for the year under review.
v. Listing on Stock Exchanges and Payment of Listing Fees
The equity shares of the Company are listed on the BSE Limited (BSE). Annual Listing fees for the Financial Year 2015-2016 were paid by the Company to BSE in time.
vi. Custodian Fees to Depositories
The Company has paid fees for year ended 2015-2016 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) in time.
vii. (a) Stock Code / Symbol
ISIN in (NSDL and CDSL INE917D01011
Corporate Identity Number (CIN) L51900MH1981PLC025740
viii. Registrar & Transfer Agent
Adroit Corporate Services Pvt. Ltd.
Registrar & Share Transfer Agent
19, Jaferbhoy Industrial Estate, Makwana Road, Marol Naka, Andhei (East), Mumbai-400059
ix. Share Transfer System
The transfer of shares in physical form is generally processed by Registrar & Transfer Agent within a period of seven days from the date of receipt thereof, provided all the documents are in order. In case of shares in electronic form, the transfers are done by Depositories viz. NSDL and CDSL. In compliance with Clause 47(c) of the Listing Agreement, the Company obtains a certificate from a Practicing Company Secretary on a half-yearly basis confirming that all certificates have been issued within one month from the date of lodgment for transfer, sub-division, consolidation etc.
x. Dematerialization of Shares and Liquidity
Trading in the Company's shares is permitted only in dematerialized form. The Company has established connectivity with both the Depositories viz. CDSL through its Registrar & Share Transfer Agents, whereby the investors have the option to dematerialize their shares with either of the depositories. The Company obtains a certificate from a Practicing Company Secretary every quarter, which confirms that total issued capital of the Company is in agreement with total number of shares in dematerialized form with CDSL and shares in physical form.
xi. Address for Correspondence
913, 9th Floor, Raheja Center, Free Press Journal Marg, Nariman Point, Mumbai-400021
Dated: 14th August, 2015