23 Apr 2017 | Livemint.com

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Sunrise Industrial Traders Ltd.

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Sunrise Industrial Traders Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT FOR THE

1 Company Philosophy:

We continue to believe that good corporate Governance is essential to achieve long-term corporate goals and to enhance stockholders value. Company is a listed company on the Bombay Stock Exchange Limited (BSE). The Company has complied with in all material respect with the features of corporate governance as specified in the Listing Agreement. The securities are being regularly traded at BSE

2 Board of Directors:

The Chairman of the Board is a Non-Executive Director.  As required under Section 149(3) of the Companies Act, 2013, & Clause 49 of Listing Agreement, Mrs. N. J. Desai, an existing an Independent Director is also being appointed as a Woman Director on the Board.

3 COMMITTEES OF THE BOARD.

(a) Audit Committee (mandatory committee)

The Audit Committee continued working under Chairmanship of Mr. B. J. Sheth with Mrs. N. J. Desai and Mr. D. B. Raheja as co-members till 16th March, 2015. During the year, the Committee met 4 (four) Audit Committee Meetings held on 29th May, 2014, 23rd July, 2014, 28th October, 2014 and 30th January, 2015 with full attendance of all the members.

Mr. B. J. Sheth has resigned from Directorship of the Company w.e.f. 16.03.2015 and Mr. V. L. Khanna was appointed as a Director of the Company w.e.f. 16.03.2015 and also appointed as the Chairman of the Audit Committee.

The composition of the Audit Committee as at 31st March, 2015 are as under :

1. Mr. V. L. Khanna ..... Chairman & Non-Executive Independent Director

2. Mr. B. J. Sheth ..... Woman & Non-Executive Independent Director

3. Mr. D. B. Raheja ..... Non-Executive Director

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the Listing Agreement. Some of the important functions performed by the Committee are:

Financial Reporting and Related Processes

• Oversight of the Company's financial reporting process and financial information submitted to the BSE & regulatory authorities or the public.

• Reviewing with the Management the quarterly unaudited financial statements and the Auditors' Limited Review Report thereon/audited annual financial statements and Auditors' Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgement by the Management, significant adjustments made in the financial statements and / or recommendation, if any, made by the Statutory Auditors in this regard.

• Review the Management Discussion & Analysis of financial and operational performance.

• Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company's accounting principles with reference to the Generally Accepted Accounting Principles in India (IGAAP).

• Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

(b) Nomination & Remuneration Committee (mandatory committee)

In compliance with Section 178 of the Companies Act, 2013, the Board has renamed the existing I "Remuneration Committee" as the "Nomination and Remuneration Committee" (NCM).

The terms of reference of the Committee, inter alia, include the following:

• Succession planning of the Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria;

• Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

• Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;

• Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board.

The composition of the Nomination & Remuneration Committee as at 31st March, 2015 are as under :

1. Mr. V. L. Khanna ..... Chairman & Non-Executive Independent Director

2. Mr. B. J. Sheth ..... Woman & Non-Executive Independent Director

3. Mr. D. B. Raheja ..... Non-Executive Director

One NCM meeting was held on 16th March, 2015 under the chairmanship of Mr. B. J. Sheth.

(c) Corporate Social Responsibility (CSR) Committee - Not Applicable

(d) Risk Management Committee (mandatory committee)

Business Risk Evaluation and Management is an on-going process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities.

The objectives and scope of the Risk Management Committee broadly comprises:

• Oversight of risk management performed by the executive management;

• Reviewing the Risk Management policy and framework in line with local legal requirements and SEBI guidelines;

• Reviewing risks and evaluate treatment including initiating mitigation actions and ownership as per a pre-defined cycle;

• Defining framework for identification, assessment, monitoring, mitigation and reporting of risks.

The composition of the Risk Management Committee as at 31st March, 2015, are as under :

1. Mr. V. L. Khanna ...... Non-Executive Independent Director

2. Mrs. N. J. Desai ...... Woman & Non-Executive Independent Director

3. Mr. Dhanesh Raheja ...... Non-Executive Director

(e) Stakeholders' Relationship Committee (mandatory committee)

In compliance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board has constituted the "Stakeholders' Relationship Committee".

The terms of reference of the Committee are:

• transfer/transmission of shares/debentures and such other securities as may be issued by the Company from time to time;

• issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure;

• issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates / certificates relating to other securities;

• issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the Company, subject to such approvals as may be required;

• to grant Employee Stock Options pursuant to approved Employees' Stock Option Scheme(s), if any, and to allot shares pursuant to options exercised;

• to issue and allot debentures, bonds and other securities, subject to such approvals as may be required;

• to approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or related thereto;

• to authorize the Head Compliance / other Officers of the Share Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken;

• monitoring expeditious redressal of investors / stakeholders grievances;

• all other matters incidental or related to shares, debenture

During the year, the Company has not received any complaints from shareholders.

The composition of the Stakeholders' Relationship Committee (SRM) as at 31st March, 2015, are as

Independent Directors' Meeting

During the year under review, the Independent Directors met on 16th March, 2015, inter alia, to discuss:

• Evaluation of the performance of Non-independent Directors and the Board of Directors as a whole.

• Evaluation of the performance of the chairman of the Company, taking into account the views of the Executive and Non-executive directors.

• Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

• All the Independent Directors were present at the Meeting.  

Performance Evaluation

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, Nomination and Remuneration and Other Committees. The presence of directors on the Board is advantageous and fruitful in taking business decisions.

• Details of remuneration paid to the Other Directors are given in Form MGT - 9 Disclosures:

(a) Materially Significant related party transactions

The Company has not entered into any transactions with any of the related party, during the period under review.

(b) Details of non compliance by the company, penalties, strictures imposed on the company by the Stock Exchange or SEBI or any authority on any matter related to capital markets during last 3 years.

There was no instance of levy of any penalties during the last three years.  

Compliance with Accounting Standards

In the preparation of the financial statements, the Company has followed the Accounting Standards notified pursuant to Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provision of the Companies Act. The significant accounting policies which are consistently applied have been set out in the Notes to the Financial Statements.

Internal Controls

The Company has a formal system of internal control testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory / regulatory compliances. The Company's business processes have a strong monitoring and reporting process resulting in financial discipline and accountability.

CEO Certification

The CEO has issued certificate pursuant to the provisions of Clause 49 of the Listing Agreement certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company's affairs. The said certificate is annexed and forms part of the Annual Report.

Code of Conduct

The Board of Directors has approved a Code of Business Conduct which is applicable to the Members I of the Board and all employees. The Company believes in "Zero Tolerance" to bribery and corruption in any form. The Code has been posted on the Company's website www.sunriseindustrial.co.in

Vigil Mechanism / Whistle Blower Policy

The Company has a Vigil Mechanism which provide the adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. Pursuant thereto, a dedicated helpline has been set up which is managed by an independent professional organization and the same can be contacted to report any suspected or confirmed incident of fraud / misconduct on: E-Mail: sitltd@ymail.com Contact Number: 086554 38454

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Whole-time Director is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code. 

Means of Communication-

The unaudited quarterly results and audited results for the year are published in one English newspaper ( Financial Express) and at least one vernacular newspaper (Mumbai Mitra) shortly after its submission to the Stock Exchanges.

The Company's website www.sunriseindustrial.co.in contains relevant information including matters pertaining to investor relations, shareholder benefits, as well as quarterly / annual financial results.

General Shareholders Information

Registered Office

503, Commerce House, 5th Floor,  (address for correspondence)  140, Nagindas Master Road, Fort, Mumbai - 400 023, Maharashtra Tel. No. 086554 38454  

CIN  : L67120MH1972PLC015871

43rd Annual General Meeting

Saturday, the 29th August, 2015 at 11.30 a.m. at the Registered office

Financial year  : 31st March, 2015

Book closure  : F ri d ay, th e 1 4th Au g ust, 2015 to Friday, the 28th August, 2015 (both days inclusive)

Dividend payment date  : Not Applicable

Stock Exchanges where the Company's share are listed

Bombay Stock Exchange Limited

Annual listing fees for the year 2015-2016 have been paid to the Bombay Stock Exchanges Limited.

Stock code at BSE : 501110

Demat ISIN Numbers for Equity Shares

Not obtained. All the shares of SITL are held in physical mode

Results for quarter ending Financial calendar (tentative)

30th June, 2015 : Fourth week of July, 2015

30th September, 2015 : Fourth week of October, 2015

31st December, 2015 : Fourth week of January, 2016

Unclaimed dividends:

As of 31st March 2015, there is no unclaimed dividend.

Extraordinary General Meeting (EGM)

The Company has not held any EGM during the year.

Dematerialisation of shares:

As of 31st March, 2015, none of the issued shares of the Company are in dematerialization form and 4,99,000 (i.e. 100%) equity shares of the Company are in physical mode. We have no GDR's / ADR's or any commercial instrument.

Share Transfer System / Dividend and Other Related Matters: A) Share transfer system:

We have no Registrar and Transfer Agents as we have an in-house share transfer department at the Registered Office of the Company at 503, Commerce House, 5th Floor, 140, Nagindas Master Road, Fort, Mumbai - 400 023. All the shares of the Company are in physical form and the registration of share transfers in physical form completed within 15 days of the receipt of the completed documents. Invalid share transfers were returned within 15 days of receipt.

B) Nomination facility for shareholding

As per the provisions of the Companies Act, 2013, facility for making nomination is available for Members in respect of shares held by them. Members holding shares in physical form may obtain nomination form, from the Share Department of the Company or download the same from the Company's website.

C) Permanent Account Number (PAN)

Members who hold shares in physical form are advised that SEBI has made it mandatory that a copy of the PAN card of the transferee/s, members, surviving joint holders / legal heirs be furnished to the Company while obtaining the services of transfer, transposition, transmission and issue of duplicate share certificates.

D) Dividend

The Company has not declared any dividend for the year ended 31st March, 2015.

Reconciliation of Share Capital Audit

As required by the Securities & Exchange Board of India (SEBI), quarterly audit of the Company's share capital is being carried out by a Practicing Company Secretary with a view to reconcile the total share capital and held in physical form, with the issued and listed capital. The Auditors' Certificate in regard to the same is submitted to BSE Limited and is also placed before Stakeholders' Relationship Committee and the Board of Directors.

Physical shares and Dematerialisation of shares

The break-up of equity shares held in Physical and Dematerialised form as on 31st March, 2015, is given below:

E-Voting Facility to members

In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide members the facility to exercise their right to vote at the 43rd Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by Karvy Computershare Private Limited (KCPL). Pursuant to the amendments made in clause 35B of the Listing Agreement by SEBI, the company has sent assent/dissent forms to the members to enable those who do not have access to e-Voting facility to cast their vote on the shareholders resolution to be passed at the ensuing Annual General Meeting, by sending their assent or dissent in writing.

For and on behalf of the Board  

SUNRISE INDUSTRIAL TRADERS LIMITED

(Suresh B. Raheja)

 (Whole-time Director & Chief Executive Officer)

(DIN - 00077245)

 Place : Mumbai,  

date : 29th May, 2015