Directors Report of Sunrise Asian Ltd.

Mar 31, 2015

To The Members, of SUNRISE ASIAN LIMITED

The Directors have pleasure in presenting their 34th 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 145.46 107.38 45.61 107.38 Depreciation

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 276.02 180.80 17.39 180.80 appropriation

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 L acs 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 COMPANY'S 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 31st 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 19th 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 3rd November, 2014 were designated as Whole Time Directors of the Company with effect from 14th 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 31st March, 2015.

Ms. Sonal Singal was appointed as Company Secretary of the Company with effect from 24th 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 BETWEEN 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 33rd Annual General Meeting of the Company to hold the Office till the conclusion of 36th 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 V to this report.

16. EXPLANATION(S)/ COMMENT(S) PURSUANT TO SECTION 134(3)(f)(i)& (ii), 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 31st 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 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.

S. N. Name of Committee Designation Designation in Committee members

1 Mr. Kalpesh Manhar Jani Independent Director Chairman

2 Additional Non Executive Non Member Nirali Mehta Independent Director

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 31st March, 2015 to approve transfer and transmission of securities.

S. N. Name of Committee Designation Designation in Committee members

1 Mr. Kalpesh Manhar Jani Independent Director Chairman

2 Additional Non Executive Non Member Ms. Nirali Mehta Independent Director

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 31st 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. 31st 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 31st March, 2015. Ms. Nirali Mehta was appointed as Additional Non Executive Non Independent Director of the company w.e.f. 31st 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/JOINT 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 31st 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 Amount Relation Company Invested

Indus Cine Wholly-owned 1 U22219DL2011PTC213397 Production 25000000 Subsidiary Private Limited

Indus Realtors Wholly-owned 2 U70200DL2011PLC213422 23000000 Builders Limited Subsidiary

Indus Multi Wholly-owned 3 U51109BR2006PTC012001 Services Private 1100000 Subsidiary Limited

Indus Meditech Wholly-owned 4 U85100DL2011PTC215090 35000000 Private Limited Subsidiary

Indus Inn Wholly-owned 5 U55101DL2011PTC215007 45000000 Private Limited 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 arm's 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 Company's 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 31st 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 Company's 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 Company's 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]

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Mar 31, 2014

Dear members,

We have pleasure in presenting the 33rd Annual Report together with the Audited Statement of Account of your company for the year ended 31st March 2014.

1. FINANCIAL RESULTS: Particulars Year Ended Year Ended 31st March, 2014 31st March, 2013 (In Lakhs) (In Lakhs)

Total Income 11345.91 7384.16

Less : Total Expenditure 11242.83 7344.03

Profit/(Loss) before Tax 103.08 40.14

Less: Provision for Current Tax 33.50 12.50

Provision for Deferred Tax 0.03 0.06

Profit/(Loss) after Tax 69.55 27.58

2. OPERATIONS

During the year under review, the company has earned total income of Rs. 11345.91 Lakh as compared to Rs. 7384.16 Lakh earned during the previous year. The Company has earned net profit after tax of Rs. 69.55 Lakh as against net profit after tax of Rs. 27.58 Lakh earned during the previous year. However your Directors are hopeful of even better performance in the future.

3. DIVIDEND

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

4. DEPOSITS

The company has not accepted any fixed deposit from the public within the meaning of Section 58A of Companies Act, 1956 and the rules made there under.

5. DIRECTORS

During the year Mr. Girdhar Parmar (DIN - 00656789), Director of the Company, has passed away. The Board places on record its appreciation for the valuable services rendered by him during his tenure as Director of the Company.

Mr. Rajvir Singh and Mr. Sanjiv Gupta, were appointed as additional directors by the Board of Directors with effect from December 2, 2013, in terms of Section 260 of the Companies Act, 1956. However they have resigned from the Board on March 24, 2014.

Mr. Kalpesh Jani (DIN 00656508) and Mr. Dheeraj Kumar Jain (DIN 05171418), Independent Directors as per Clause 49 of the Listing Agreement with Stock Exchange are proposed to be appointed as Independent Directors for five consecutive years for a term from April 01, 2014 up to March 31, 2019 in accordance with Section 149 of the Companies Act, 2013. Notices have been received from members proposing the aforesaid two Directors as candidates for the office of Director of the Company. In the opinion of the Board, aforesaid persons fulfill the conditions specified in the Companies Act, 2013 and rules made thereunder for their appointment as Independent Directors of the Company and are independent of the management. The Board considers that their continued association would be of immense benefit to the Company. Accordingly, the Board recommends appointment of Mr. Kalpesh Jani and Mr. Dheeraj Kumar Jain as Independent Directors, for the approval by the shareholders of the Company.

Mr. Sanjit Jha (DIN 05326311) earlier appointed as Director not liable to retire by rotation, proposed to be appointed as Director whose period of office is liable to determination by rotation.

6. DIRECTOR RESPOSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956 have been followed and no material departures from the same;

ii) 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 state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

7. AUDITORS

The statutory auditors'' report is annexed to this report. The notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

The statutory auditors of the company, M/s. Vikash Jindal & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office of the statutory auditors, if re-appointed. The Audit Committee and the Board of Directors recommend the re-appointment of M/s. Vikash Jindal & Associates, Chartered Accountants, as statutory auditors of the Company up to 36th Annual General Meeting of the Company with the approval of the Members.

8. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION.

Section 217(1)(e) read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, require disclosure of the particulars regarding conservation of Energy and Technology absorption. The Company not being a manufacturing Company, the same is therefore not applicable to it.

9. FOREIGN EXECHANGE EARNINGS & OUTGO

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

10. CORPORATE GOVERNANCE

In terms of clause 49 of the Listing Agreement with the Stock Exchanges a report on the corporate Governance is appended as annexure to this report.

11. PARTICULARES OF EMPLOYEES

As there were no employees drawing remuneration more than the limit prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the employees) Rules 1975 , as amended from time to time, statement under section 217(2A) is not annexed.

12. ACKNOWLEDGMENT

Your company and its Directors wish to take this opportunity to offer their sincere thanks to various departments of the Central / State Government, Banks and Investors for their valuable support and assistance.

Your Directors also wish to place on record their appreciation for devoted services rendered by the staff and executives of the Company.

For and on behalf of the Board

Place: Mumbai (Mahesh Joshi) Date: 30.05.2014 DIN 00655923 Chairman

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Mar 31, 2013

To, The Members of Sunrise Asian Limited

Dear Shareholders,

The have pleasure in presenting the 32nd Annual Report together with the Audited Statement of Account of your company for the year ended 31 st March 2013.

1. FINANCIAL RESULTS:

Year Ended Year Ended Particulars 31st March, 2013 31st March, 2012 (In Lakhs) (In Lakhs)

Total Incom 7384.16 38.11

Less : Total Expenditure 7344.03 38.63

Profit/(Loss) before Tax 40.14 (0.52)

Less: Provision for Current Tax 12.50 Nil

Provision for Deferred Tax 0.06 Nil

Profit/(Loss) after Tax 27.58 (0.52)

2. OPERATIONS

During the year under review, the company has earned total income of Rs. 7384.16 Lakh as compared to Rs. 38.11 Lakh during the previous year. The Company has earned net profit after tax of Rs. 27.58 Lakh as against net loss of Rs. 0.52 Lakh incurred during the previous year. However your Directors are hopeful of even better performance in the future.

3. DIVIDEND

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

4. DEPOSITS

The company has not accepted any fixed deposit from the public within the meaning of Section 58Aof Companies Act, 1956 and the rules made there under.

5. DIRECTORS

In Accordance with Articles of Associations of the Company Mr. Kalpesh Jani and Mr. Dheeraj Jain, Directors of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

6. AMALGAMATION OF SANTOSHIMA TRADELINKS LIMITED AND CONART TRADER''S LIMITED WITH THE COMPANY

Santoshima Tradelinks Limited and Conart Trader''s Limited were amalgamated with the company with the effect from appointed date 1st April, 2012 pursuant to the scheme of Amalgamation sanctioned by the Hon''ble High Court of Bombay vide order dated 22nd March, 2013. Consequently the financials of the transferor companies has been incorporated in the financial ofthe company fortheFY2012-2013.

7. DIRECTOR RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the year ended March 31,2013, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956 have been followed and no material departures from the same;

ii) 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 state of affairs of the Company as at March 31, 2013 and of the profit of the Company for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

8. AUDITORS

Observations of the auditors are self-explanatory and do not require further comments.

M/s. Vikash Jindal & Associates, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and being eligible is offerthemselves for reappointment.

9. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

(a) Section 217(1)(e) read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, require disclosure of the particulars regarding conservation of Energy and Technology absorption. The Company not being a manufacturing Company, the same is therefore not applicable to it.

(b) Foreign Exchange Earnings & Outgo: The Company has neither earned any income nor incurred any expenditure in foreign exchange.

10. CORPORATE GOVERNANCE

In terms of clause 49 of the Listing Agreement with the Stock Exchanges a report on the corporate Governance is appended as annexure to this report.

11. PARTICULARS OF EMPLOYEES

As there were no employees drawing remuneration more than the limit prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the employees) Rules 1975 , as amended from time to time, statement under section 217(2A) is not annexed.

12. ACKNOWLEDGMENT

Your company and its Directors wish to take this opportunity to offer their sincere thanks to various departments of the Central / State Government, Banks and Investors for their valuable support and assistance.

Your Directors also wish to place on record their appreciation for devoted services rendered by the staff and Executives of the Company.



By orderof the Board of Directors

SUNRISEASIAN LIMITED

Place: Mumbai (GIRDHAR PARMAR)

Date: 31-5-2013 CHAIRMAN

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Mar 31, 2012

We have pleasure in presenting the Thirty First Annual Report together with the Audited Statement of Account of your company for the year ended 31st March 2012.

1. FINANCIAL RESULTS:

2011-12 2010-11 (Rs. in Lakh) (Rs. in Lakh)

Income from operation 38.11 72.91

Business Expenditure and Depreciation 38.63 64.83

Profit (Loss) before Tax (0.52) 8.08

Less: Provision for Current Tax Nil 2.78

Profit / (Loss) after Tax (0.52) 5.30

2. OPERATIONS

During the year under review, the income from operation of the Company is Rs. 38.11 Lakh as compared to Rs. 72.91 Lakh during the previous year. However the Directors are hopeful of even better performance in the future.

3. DIVIDEND

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

4. MANAGEMENT DISCUSSION AND ANALYSIS (MD&A):

Industry Structure and Development

The global economy staged a remarkable rebound in the last financial year reducing the fears of a double dip recession that some had bad forecast in 2009. The recovery was aided by the continuation of stimulus measures adopted during 2008-2009 by developed as well as emerging economics including India. Increased liquidity in the developed economies impacted sentiment and boosted consumption as well as investment.

The Company is primarily engaged in the business of commodities market and F&O activities. Commodities market was boom throughout the year. The company also started trading business from last three years to achieve the company goals. The company is trying to keep up with the pace of growth of the Indian market. The company is building various earning platform for the forthcoming year to come out from the red into the green.

Company''s Financial Review

The Company has suffered net loss of Rs.0.52 Lakh for the year 2011-2012. The Company''s income is mainly derived from the investments and activity from Commodity market, Finance Consultancy and Textiles Sector.

Resources & Liquidity Company has invested the liquid resources in Inter Corporate Deposits to earn interest income wherever it was considered appropriate.

Risk, Internal Control System and Adequacy

The company has adequate internal control procedure commensurate with its size and nature of the business. The internal control system is supplemented by extensive internal audits, regular reviews by the management and well documented policies and guidelines to ensure the reliability of financial and all other records to prepare financial statements. The company continuously upgrades these systems in line with best accounting practices. The company is benefited from having a team of professionals as promoter and independent directors, who are capable of exercising various checks and control effectively.

Environment, Health and Safety

Environment, Health and Safety (EHS) is one of the primary values of your company. Your company''s EHS policy is to consider compliance to statutory EHS requirements as the minimum performance standard and is committed to go beyond and adopt stricter standards wherever appropriate. Your company also gives priority and attention to the health and safety of its employees and trains all the employees to work as per prescribed procedures designated to meet all EHS requirements.

Human Resource Development

Human Resources is one of the key assets that has been nurtured and encouraged for active participation in company''s growth. The company has well defined appraisal system in pace for recognition of talented and deserving employees, whose includes line and staff function personal. The industrial relations remained cordial during the year. The company have never faced any staffs unrest or any discomfort in relations with its staff due to the professional approach of the management towards this factor.

5. DEPOSITS

The company has not accepted any fixed deposit from the public within the meaning of Section 58A of Companies Act, 1956 and the rules made there under.

6. AUDITORS'' QUALIFICATION

As regards Auditors Qualification in their report, your attention is drawn to notes forming part of the accounts, which are self-explanatory.

7. DIRECTORATE

In Accordance with Articles of Associations of the Company Mr. S. N. Kalantry, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers him-self for re-appointment.

8. DIRECTOR RESPOSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956 have been followed and no material departures from the same;

ii) 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 state of affairs of the Company as at March 31, 2012 and of the loss of the Company for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

9. AUDITORS

M/S Vikash Jindal & Associates, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and being eligible is appointed for the next year.

10. AUDIT COMMITTEE

The Company has constituted an Audit Committee of Directors as required under section 292A of the Companies Act,1956.Some of the terms of reference of audit committee are to review the financial reporting process and to examine accountancy, Taxation and disclosure aspect of significant transactions.

11. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION &FOREIGN EXECHANGE EARNINGS & OUTGO

a) Conservation of energy: During the year your company is not engaged any manufacturing Activities.

b) Technology Absorption: The Technology selected by your company is most modern and State of the Art.

c) Foreign Exchange Earnings & Outgo: The particulars with respect of Foreign Exchange Earning And Expenditure pursuant to Companies (Disclosure of particulars in the Report of Board of Directors) Rules,1988 is NIL

12. CORPORATE GOVERNANCE

In terms of clause 49 of the Listing Agreement with the Stock Exchanges a report on the corporate Governance is appended as annexure to this report.

13. PARTICULARES OF EMPLOYEES

As there were no employees drawing remuneration more than the limit prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the employees) Rules 1975 , as amended from time to time, statement under section 217(2A) is not annexed.

14. DEMATERIALISATION

The Shares of the Company are traded compulsorily in demat form and are available for trading under both the Depository systems in India i.e. NSDL (National Securities Depository Limited and CDSL (Central Depository Service (India) Limited)

Under the Depository system, the International Securities Identification Number (ISIN) allotted to the company''s Equity Shares is

15. ACKNOWLEDGMENT

Your company and its Directors wish to take this opportunity to offers their sincere thanks to various departments of the Central / State Government, Financial Institutions, Banks and Investors for their valuable support and assistance.

Your Directors also wish to place on record their appreciation for devoted services rendered by the staff and Executives of the Company.

16. CAUTIONARY STATEMENT

The statements in this report including Management''s Discussion and Analysis report reflects Company''s projections estimates, expectations or predictions and contain forward looking statements that involve risks and uncertainty. The Company and the Management shall not be held liable for any loss, which may arise as a result of any action taken on the basis of the information contained herein. Readers are cautioned not to place undue reliance on these forward looking statements that speak only of the expectations as on that date.

By order of the Board of Directors

SUNRISE ASIAN LIMITED

Place: Mumbai MAHESH JOSHI KALPESH JANI

Date: 01.09.2012 DIRECTORS

---

Mar 31, 2011

To,The Members of Sunrise Asian Limited

The have pleasure in presenting the Thirtieth Annual Report together with the Audited Statement of Account of your company for the year ended 31st March 2011.

1. FINANCIAL RESULTS:

2010-11 2009- 10 (Rs. in Lakh) (Rs. in Lakh)

Turnover & other Income 72.91 16.70 Profit (Loss) for the year before

Interest & Depreciation 8.11 (34.36)

Interest 0.02 (00.01)

Depreciation 0.01 (00.02) Profit (Loss) before Tax, Prior year

Adjustments & appropriation 8.08 (34.39)

Less: Prior period adjustments Nil Nil

Less: Provision for Current Tax 2.78 Nil

Profit after Tax 5.30 (34.39)

Balance brought forward (628.88) (636.86)

Less: Transfer to Reserve Nil 42.38

Balance carried forward (623.58) (628.88)

2. OPERATIONS

During the year under review, the income from operation of the Company is Rs. 72.91 Lakh as compared to Rs. 16.70 Lakh during the previous year and has earned profit after tax of Rs. 5.30 Lakh as compared to loss of Rs. 34.39 Lakh during the previous year. However the Directors are hopeful of even better performance in the future.

3. DIVIDEND

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

4. MANAGEMENT DISCUSSION AND ANALYSIS (MD&A):

Industry Structure and Development

The global economy staged a remarkable rebound in the last financial year reducing the fears of a double dip recession that some had bad forecast in 2009. The recovery was aided by the continuation of stimulus measures adopted during 2008-2009 by developed as well as emerging economics including India. Increased liquidity in the developed economies impacted sentiment and boosted consumption as well as investment.

The Company is primarily engaged in the business of commodities market and F&O activities. Commodities market was boom throughout the year. The company is trying to keep up with the pace of growth of the Indian market. The company is building various earning platform for the forthcoming year to come out from the red into the green.

Company's Financial Review

The Company has earned net profit of Rs.5.30 Lakh for the year 2010-2011 as compared to loss of Rs.34.39 Lakh incuured in the previous year 2009-2010. The Company's income is mainly derived from the investments and activity from Commodity market, Finance Consultancy and Textiles Sector.

Resources & Liquidity

Company has invested the liquid resources in Inter Corporate Deposits to earn interest income wherever it was considered appropriate.

Risk, Internal Control System and Adequacy

The company has adequate internal control procedure commensurate with its size and nature of the business. The internal control system is supplemented by extensive internal audits, regular reviews by the management and well documented policies and guidelines to ensure the reliability of financial and all other records to prepare financial statements. The company continuously upgrades these systems in line with best accounting practices. The company is benefited from having a team of professionals as promoter and independent directors, who are capable of exercising various checks and control effectively.

Environment, Health and Safety

Environment, Health and Safety (EHS) is one of the primary values of your company. Your company's EHS policy is to consider compliance to statutory EHS requirements as the minimum performance standard and is committed to go beyond and adopt stricter standards wherever appropriate. Your company also gives priority and attention to the health and safety of its employees and trains all the employees to work as per prescribed procedures designated to meet all EHS requirements.

Human Resource Development

Human Resources is one of the key assets that has been nurtured and encouraged for active participation in company's growth. The company has well defined appraisal system in pace for recognition of talented and deserving employees, whose includes line and staff function personal. The industrial relations remained cordial during the year. The company have never faced any staffs unrest or any discomfort in relations with its staff due to the professional approach of the management towards this factor.

5. DEPOSITS

The company has not accepted any fixed deposit from the public within the meaning of Section 58A of Companies Act, 1956 and the rules made there under.

6. AUDITORS' QUALIFICATION

As regards Auditors Qualification in their report, your attention is drawn to notes forming part of the accounts, which are self-explanatory.

7. DIRECTORATE

In Accordance with Articles of Associations of the Company Mr. O. P. Gupta, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers him-self for re-appointment.

8. DIRECTOR RESPOSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to the Directors' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the year ended March 31, 2011, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956 have been followed and no material departures from the same;

ii) 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 state of affairs of the Company as at March 31, 2011 and of the profit of the Company for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv) the Directors have prepared the annual accounts of the Company on a 'going concern' basis.

9. AUDITORS

M/S Vikash Jindal & Associates, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and being eligible is appointed for the next year.

10. AUDIT COMMITTEE

The Company has constituted an Audit Committee of Directors as required under section 292A of the Companies Act,1956.Some of the terms of reference of audit committee are to review the financial reporting process and to examine accountancy, Taxation and disclosure aspect of significant transactions.

11. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION &FOREIGN EXECHANGE EARNINGS & OUTGO

a) Conservation of energy: During the year your company is not engaged any manufacturing Activities.

b) Technology Absorption: The Technology selected by your company is most modern and the State of the part.

c) Foreign Exchange Earnings & Outgo: The particulars with respect of Foreign Exchange Earning And Expenditure pursuant to Companies (Disclosure of particulars in the Report of Board of Directors) Rules,1988 is NIL

12. CORPORATE GOVERNANCE

In terms of clause 49 of the Listing Agreement with the Stock Exchanges a report on the corporate Governance is appended as annexure to this report.

13. PARTICULARES OF EMPLOYEES

As there were no employees drawing remuneration more than the limit prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the employees) Rules 1975 , as amended from time to time, statement under section 217(2A) is not annexed.

14. DEMATERIALISATION

The Shares of the Company are traded compulsorily in demat form and are available for trading under both the Depository systems in India i.e. NSDL (National Securities Depository Limited and CDSL (Central Depository Service (India) Limited)

Under the Depository system, the International Securities Identification Number (ISIN) allotted to the company's Equity Shares is

15. ACKNOWLEDGMENT

Your company and its Directors wish to take this opportunity to offers their sincere thanks to various departments of the Central / State Government, Financial Institutions, Banks and Investors for their valuable support and assistance.

Your Directors also wish to place on record their appreciation for devoted services rendered by the staff and Executives of the Company.

16. CAUTIONARY STATEMENT

The statements in this report including Management's Discussion and Analysis report reflects Company's projections estimates, expectations or predictions and contain forward looking statements that involve risks and uncertainty. The Company and the Management shall not be held liable for any loss, which may arise as a result of any action taken on the basis of the information contained herein. Readers are cautioned not to place undue reliance on these forward looking statements that speak only of the expectations as on that date.

By order of the Board of Directors

SUNRISE ASIAN LIMITED

Place: Mumbai

Date: 31.05.2011 Sd/-

SANJAY DHELIA DIRECTOR

---

Mar 31, 2010

We have pleasure in presenting the Twenty Ninth Annual Report together with the Audited Statement of Account of your company for the year ended 31st March 2010.

1. FINANCIAL RESULTS:

2009-10 2008-09 (Rs. in Lacs) (Rs. in Lacs)

Turnover & other Income 16.70 Nil Profit (Loss) for the year before

Interest & Depreciation (34.36) (1.16)

Interest (00.001) (0.14)

Depreciation (00.02) (0.04) Profit (Loss) before Tax, Prior year

Adjustments & appropriation (34.39) (1.34)

Prior period adjustments Nil Nil Balance brought forward (636.86) (635.52)

Less: Transfer to Reserve 42.38 Nil

Balance carried forward (628.88) (636.86)

2. OPERATIONS

During the year under review, the income from operation of the Company is Rs. 16.70 Lakh as compared to Rs. Nil during the previous year and has incurred loss of Rs. 34.39 Lakh as compared to 1.34 Lakh during the previous year. However the Directors are hopeful of even better performance in the future.

3. DIVIDEND

In view of the Losses, during the year under review, the company is not in a position to recommend dividend for the year 2009-2010.

4. DEPOSITS

The company has not accepted any fixed deposit from the public within the meaning of Section 58A of Companies Act, 1956 and the rules made there under.

5. AUDITORS QUALIFICATION

As regards Auditors Qualification in their report, your attention is drawn to notes forming part of the accounts, which are self-explanatory.

6. DIRECTORATE

In Accordance with Articles of Associations of the Company Mr. Sanjay Dhelia, Director of the Company retires by rotation at the forthcoming Annual General Meeting and- being eligible, offers him-self for re-appointment.

7. DIRECTOR RESPOSIBILITY STATEMENT

As required Under Section 217(2AA) of the Companies Act, 1956 the Directors Responsibility statement is hereby stated.

i) That in the preparation of the annual accounts the applicable accounting Standards "has been followed along with proper explanations relating to material departures;

ii) That the directors had 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 state of affairs of the company at the end of the financial year and of the profit or loss of the company for the period;

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities and

iv) That the Directors had prepared the annual accounts on going concern basis.

8. AUDITORS

M/S Vikash Jindal & Associates, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and being eligible is appointed for the next year.

9. AUDIT COMMITTEE

The Company has constituted an Audit Committee of Directors as required under section 292A of the Companies Act,!956.Some of the terms of reference of audit committee are to review the financial reporting process and to examine accountancy, Taxation and disclosure aspect of significant transactions.

10. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION &FOREIGN EXECHANGE EARNINGS & OUTGO

a) Conservation of energy: During the year your company is not engaged any manufacturing Activities.

b) Technology Absorption: The Technology selected by your company is most modern and the State of the part.

c) Foreign Exchange Earnings & Outgo: The particulars with respect of Foreign Exchange Earning And Expenditure pursuant to Companiss (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is NIL <

11. CORPORATE GOVERNANCE

In terms of clause 49 of the Listing Agreement with the Stock Exchanges a report on the corporate Governance is appended as annexure to this report.

12. PARTICULARES OF EMPLOYEES

There being no employees, who were in receipt of remuneration of Rs. One Lacs per month (if employed for the part of the year) for Rs. 12 Lacs per annum (if employed for whole of the year) information Required under section 217(2a) of the companies Act, 1956 read with the Companies (particulars of the employees) Rules I975and forming the part of the part of the Directors report for the period ended 31st March 2009 had not been given.

13. ACKNOWLEDGMENT

Your company and its Directors wish to take this opportunity to offers their sincere thanks to various departments of the Central / State Government, Financial Institutions, Banks and Investors for their valuable support and assistance.

Your Directors also wish to place on record their appreciation for devoted services rendered by the staff and Executives of the Company.

By order of the Board of Directors

SUNRISE ASIAN LIMITED

Place: Mumbai

Date: 31.05.2010 DIRECTOR

---

Mar 31, 2007

We have pleasure in presenting the Twenty Sixth Annual Report together with the Audited Statement of Account of your company for the year ended3 1st March 2007.

1. FINANCIAL RESULTS:

2006-07 2005-06

(Rs. in Lacs) (Rs. in Lacs)

Turnover & other Income 0.35 34.50

Profit (Loss) for the year before

Interest & Depreciation (2.35) (0.18)

Interest (0.03) (0.05)

Depreciation (0.08) (9.96)

Profit (Loss) before Tax, Prior year

Adjustments & appropriation (2.46) (10.19)

Prior period adjustments (0.30) NIL

Balance brought forward (630.75) (620.56)

Balance carried forward (633.51) (630.75)

2. OPERATIONS

During the year under review, the income from operation of the Company is Rs. 0.35 Lacs as compared to Rs. 34.50 Lacs earned during the previous year and has incurred loss of Rs. 2.76 Lacs as compared to 10.19 Lacs during the previous year. However the Directors are hopeful of even better performance in the future.

3. DIVIDEND

In view of the Losses, during the year under review, the company is not in a position to recommend dividend for the year 2006-2007.

4. DEPOSITS

The company has not accepted any fixed deposit from the public within the meaning of Section 58A of Companies Act, 1956 and the rules made there under.

5. AUDITORS QUALIFICATION

As regards Auditors Qualification in their report, your attention is drawn to notes forming part of the accounts, which are self-explanatory.

6. DIRECTORATE

In Accordance with Articles of Associations of the Company Mr. O. P. Gupta, Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers him-self for re-appointment.

7. DIRECTOR RESPOS1BILITY STATEMENT

As required Under Section 217(2AA) of the Companies Act, 1956 the Directors Responsibility statement is hereby stated.

i) That in the preparation of the annual accounts the applicable accounting Standards has been followed along with proper explanations relating to material departures;

ii) That the directors had 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 state of affairs of the company at the end of the financial year and of the profit or loss of the company for the period;

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities and

iv) That the Directors had prepared the annual accounts on going concern basis.

8. AUDITORS

M/S VMRS & CO. Chartered Accountants, the Auditors of the company retires and being eligible offers them for reappointment.

9. AUDIT COMMITTEE

The Company has constituted an Audit Committee of Directors as required under section 292A of the Companies Act,1956.Some of the terms of reference of audit committee are to review the financial reporting process and to examine accountancy, Taxation and disclosure aspect of significant transactions.

10. REFERENCE TO THE HONOURABLE BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION

As the Net Worth of the Company has been completely eroded the company has become a Sick Industrial Company as per the Provisions of the Sick Industrial (Special Provision) Act, 1985 ("SICA"). Under the provisions of Section 15 of the Sick Industrial Companies (Special Provisions) Act 1985 the Board of Directors are required to refer the matter to the Board for Industrial and Finance Reconstruction within 60 days of finalizing the Annual Accounts. Accordingly to comply with the above referred Provisions it has been decided to refer the matter to the Board for Industrial and Financial reconstruction.

11. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION & FOREIGN EXECHANGE EARNINGS & OUTGO

a) Conservation of energy: During the year your company is not engaged any manufacturing Activities.

b) Technology Absorption: The Technology selected by your company is most modern and the State of the part.

c) Foreign Exchange Earnings & Outgo: The particulars with respect of Foreign Exchange Earning And Expenditure pursuant to Companies (Disclosure of particulars in the Report of Board of Directors) Rules,1988 is NIL

12. CORPORATE GOVERNANCE

In terms of clause 49 of the Listing Agreement with the Stock Exchanges a report on the corporate Governance is appended as annexure to this report.

13. PARTICULARES OF EMPLOYEES

There being no employees, who were in receipt of remuneration of Rs. One Lacs per month (if employed for the part of the year) for Rs. 12 Lacs per annum (if employed for whole of the year) information Required under section 217(2a) of the companies Act, 1956 read with the Companies (particulars of the employees) Rules 1975and forming the part of the part of the Directors report for the period ended 31st March 2007 had not been given.

14. ACKNOWLEDGMENT

Your company and its Directors wish to take this opportunity to offers their sincere thanks to various departments of the Central / State Government, Financial Institutions, Banks and Investors for their valuable support and assistance.

Your Directors also wish to place on record their appreciation for devoted services rendered by the staff and Executives of the Company.

By order of the Board of Directors

SUNRISE ASIAN LIMITED

Place: Mumbai

Date : 30.06.2007 DIRECTOR

SUNRISE ASIAN , LTD, Director.