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Super Domestic Machines Ltd.

BSE: 531699 Sector: Consumer
NSE: N.A. ISIN Code: INE215Q01012
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OPEN 1.62
PREVIOUS CLOSE 1.70
VOLUME 1
52-Week high 5.36
52-Week low 1.39
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 1.62
Sell Qty 4.00
OPEN 1.62
CLOSE 1.70
VOLUME 1
52-Week high 5.36
52-Week low 1.39
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 1.62
Sell Qty 4.00

Super Domestic Machines Ltd. (SUPERDOMESTIC) - Director Report

Company director report

TO

THE MEMBERS

SUPER DOMESTIC MACHINES LIMITED

Your Directors have pleasure in presenting the Nineteenth Annual Report together withthe Audited Statement of Account for the Period Ended on 31st March 2016.

FINANCIAL RESULTS:

Particulars 2015-2016 2014-2015
Income 12866669 11838175
Depreciation
Expenses 12693587 11751683
Net Profit before Tax (173082) (8701346)
Current T ax
Net Profit after Tax (173082) (8701346)

REVIEW OF PERFORMANCE

During the year company has incurred a loss of Rs 173082 (Rupees One lac SeventyThree thousand Eighty two only).

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

During the year ended 31st March 2016 company has not given any Loans Guaranteesand/or made any Investments covered under the provisions of Section 186 of the CompaniesAct 2013.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the year ended 31st March 2016 company has not entered into any Contractsand/or arrangements with related parties covered under section 188 of the Companies Act2013.

DIVIDEND:

Your directors do not recommend any dividend for this financial year Ended 31.03.2016.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public and the provisions ofSection 73 of the Companies Act 2013 are not applicable.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

RISK MANAGEMENT POLICY

The Company has developed and implemented Risk Management Policy. In the opinion of theBoard there is no any risk which may threaten the existence of the company.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company has formulated and implemented a policy for Prevention of Sexual Harassmentof Women at workplace. During the year under review the Company has not received anycomplaints under the policy.

CORPORATE SOCIAL RESPONSIBILITY

Company was not required to formulate policy on Corporate Social Responsibility as yourcompany is not falling with the provisions of Section 135 of Companies Act 2013.

NUMBER OF MEETINGS OF THE BOARD

The Board met six times during the financial year the details of which are givenhereunder. The intervening gap between any two meetings was within the period prescribedby the Companies Act 2013.

Sr.No. Date of Meeting
1 30.05.2015
2 13.08.2015
3 30.10.2015
4 06.11.2015
5 09.01.2015
6 15.02.2016

DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT 2013

There were no any material changes and commitments occurred between the end of theperiod of the Company and date of this report which can affect the financial position ofthe Company.

DIRECTORS

At the last Annual General Meeting held on 30th September 2015 the members:

(1) Appointed Mr. Ankur Thakor as Non-Executive Independent Director for a period offive years.

(2) Re-appointed Mr. Pradeep Bhatt as Managing Director for a period of three yearswith effect from 1st October 2015.

(3) Appointed Mr. Pragnesh Yagnesh as Non-Executive Independent Director for a periodof five years.

The details of directors seeking appointment/re-appointment at the ensuing AnnualGeneral Meeting will be provided in the Notice calling the said Annual General Meeting.

CHANGE IN KEY MANAGERIAL PERSONNEL:

Mr. Pradeepkumar Bhatt was re-appointed as Managing Director of the Company byshareholders of the company in the last annual general meeting of the company for a periodof three years w.e.f. October 1 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI Regulations the Boardhas carried out the annual performance evaluation of its own performance of the Directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and other Committees of the Board. At the meeting of the Board all therelevant factors that are material for evaluating the performance of individual Directorsthe Board and its various Committees were discussed. A structured questionnaire each forevaluation of the Board its various Committees and individual Directors was prepared andrecommended to the Board by the Nomination & Remuneration Committee for doing therequired evaluation after taking into consideration the input received from theDirectors covering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees execution and performance of specific dutiesobligations and governance etc.

A separate exercise was carried out to evaluate the performance of individualDirectors including the Chairman of the Board who were evaluated on parameters such aslevel of engagement and contribution independence of judgement safeguarding the interestof the Company and its minority Shareholders etc. The performance evaluation of theindependent Directors was carried out by the entire Board. The performance evaluation ofthe Chairman and non independent Directors was also carried out by the IndependentDirectors at their separate meeting. The Directors expressed their satisfaction with theevaluation process.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a) that in the preparation of the annual financial statements for the period ended 31stMarch 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) that such accounting policies as mentioned in the Notes to the Financial Statementshave been selected and applied consistently and judgment and estimates have been made thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at 31st March 2016 and of the profit of the Company for the period endedon that date;

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board Members and Senior Managementof the Company. Board Members and Senior Management Personnel have affirmed Compliancewith the Code for the period 2015-16. A separate declaration to this effect is made out inthe Corporate Governance Report.

The Company has adopted code of practices and procedures for fair disclosures ofunpublished price sensitive in information and code of conduct as required underRegulation (8)(1) and Regulation (9)(1) of the SEBI (Prohibition of Insider Trading)Regulations 2015.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATES

Company does not have any subsidiary company/Joint Ventures/Associates.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company.

CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO

Particulars with respect to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo as required under Section 134 (3)(m) of the Companies Act2013 read with the Rule 8 (3) of the Companies (Accounts) Rules 2014 are given in the"Annexure-A" attached hereto and forms part of this Report.

STATUTORY AUDITORS

At the Annual General Meeting held on September 30 2014 M/s Vishves A. Shah &Co. Chartered Accountants were appointed as statutory auditors of the Company to holdoffice till the conclusion of the Annual General Meeting to be held in the calendar year2017. In terms of the first proviso to Section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification at every Annual GeneralMeeting.

Accordingly the appointment of M/s Vishves A. Shah & Co. Chartered Accountantsas statutory auditors of the Company is placed for ratification by the shareholders. Inthis regard the Company has received a certificate from the auditors to the effect thatif they are reappointed it would be in accordance with the provisions of Section 141 ofthe Companies Act 2013.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed DEEPA METHWANI Practicing Company Secretaries Ahmedabad to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit Report is annexedherewith as "Annexure B".

LISTING

The shares of the Company are listed on Bombay Stock Exchange Limited (BSE) as well asAhmedabad Stock Exchange Limited (ASE). The Company has paid the annual listing fees forthe year 2015-16.

CORPORATE GOVERNANCE

As per Regulation 15(2) of Securities and Exchange Board of India (Listing ObligationsAnd Disclosure Requirements) Regulations 2015 the compliance with the corporategovernance provisions as specified in regulations 17 18 19 20 2122 23 24 25 2627 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and E ofSchedule V is not applicable to our company as the paid up equity share capital of ourcompany is less than rupees ten crore and also net worth of our company is less thanrupees twenty five crore as on the last day of the previous financial year.

MANAGEMENT DISCUSSION & ANALYSIS

A separate section Management Discussion and Analysis of the financial position of thecompany forms part of the Annual Report.

PARTICULARS OF THE EMPLOYEES

In terms of provisions of Section 197 read with Rule 5 (2) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 none of the employeesare receiving remuneration as mentioned in the said section.

The information required pursuant to Section 197 read with Rule 5 (1) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is annexed as per "Annexure C".

RISK MANAGEMENT POLICY

The Company has developed and implemented Risk Management Policy. In the opinion of theBoard there is no any risk which may threaten the existence of the company.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company has formulated and implemented a policy for Prevention of Sexual Harassmentof Women at workplace. During the year under review the Company has not received anycomplaints under the policy.

CORPORATE SOCIAL RESPONSIBILITY

Company was not required to formulate policy on Corporate Social Responsibility as yourcompany is not falling with the provisions of Section 135 of Companies Act 2013.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and Clause 49 of the Listing Agreement theBoard of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower. This Policyinter-alia provides a direct access to the Chairman of the Audit Committee. Your Companyhereby affirms that no Director/employee has been denied access to the Chairman of theAudit Committee and that no complaints were received during the year.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 are annexedherewith as "Annexure D".

EXPLANATION TO THE QUALIFICATIONS IN AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT

There are no qualifications or adverse remarks in the Auditor's Report. Explanation onqualification adverse remark made in Secretarial Audit Report is as under.

QUALIFICATION/ ADVERSE REMARK EXPLANATION
As per Section-138 of Companies Act 2013 read with Rule 13 of The Companies (Accounts) rules 2014 company should have made appointment of Internal Auditor within six months of commencement of that section i.e. by 30th September 2014. However Company has made appointment of Internal Auditor w.e.f. 1st March 2015. As it is the new provision under Companies Act 2013 by oversight appointment of Internal Auditor as required under Section 138 of Companies Act 2013 was not done within stipulated statutory time period. However company has made appointment of internal Auditor w.e.f. 1st March 2015.
As per Section-203 of Companies Act 2013 company has not made appointment of Company Secretary. Mr Mahendra Soni Company Secretary has resigned from the post of CS from 18th December 2014. However Company was not able to get a fit and proper candidate at remuneration within the affordable range of the Company. The Company did made sufficient attempts to appoint full time Company Secretary but was unable to find/appoint any suitable candidate. However company is trying to appoint full time company secretary and it will be done shortly.
Late Filing of Annual Return and Financial Statements for FY 2014-15 with Ministry of Corporate Affairs Company has done late filing of its financials and Annual Return with the ROC. However for the same company has already paid late filing fees with Ministry of Corporate Affairs.
Non Compliance of filing of form DIR 12 with ROC with regard to Women Independent Director appointment Company has appointed Mrs Poonam Shah as women Independent Director however Form DIR 12 for appointment is yet not filed with Ministry of corporate Affairs.
Non Compliances of various clauses of Listing Agreement with Stock Exchanges Company has already filed all Compliances with the BSE Limited and at present there is no any non-compliance. Company will appoint Company Secretary as Compliance officer as per clause 47(1) of listing agreement as soon as full time Company Secretary is being appointed by the company. Company has not issued public notice in newspaper about the Meeting of the Board and also regarding publication of financial results in newspaper as per Clause 41 as the company has incurred losses in the current financial year.
As per Section-203(4) of Companies Act 2013 company has not made appointment of Chief Financial Officer. Company was not able to get a fit and proper candidate for the post of Chief Financial Officer at remuneration within the affordable range of the Company. The Company did made sufficient attempts to appoint full time Chief Financial Officer however was unable to find/appoint any suitable candidate.

ACKNOWLEDGMENT

Your company & Directors wish to place on record their appreciation of theassistance and co-operation extended by Investors Bankers Customers BusinessAssociates Suppliers and Government. We are deeply grateful to shareholders for theircontinued faith confidence and support to the company. The Directors wishes to place onrecord its appreciation of sincere and dedicated work of employees at all levels whichhas largely contributed to the present growth of the Company.

PLACE: AHMEDABAD FOR AND ON BEHALF OF THE BOARD
Date: 05.09.2016 Sd/-
CHAIRMAN
PRADIP BHATT
DIN: 07072707

Annexure ‘A' to the Directors' Report

Conservation of energy technology absorption and Foreign exchange earnings and outgo[Section 134(3)(m) of The Companies Act 2013 read with Rule 8(3) of The Companies(Accounts) Rules 2014]

(A) CONSERVATION OF ENERGY:

(i) the steps taken or impact on conservation of energy : It mainly includes selectionand installation of energy efficient equipments and energy saving devices.

(ii) the steps taken by the company for utilising alternate sources of energy :

None

(iii) the capital investment on energy conservation equipments : Nil

(B) TECHNOLOGY ABSORPTION:

(i) the efforts made towards technology absorption : None

(ii) the benefits derived like product improvement cost reduction product developmentor import substitution : N.A.

(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)-

(a) the details of technology imported : None

(b) the year of import : N.A.

(c) whether the technology been fully absorbed : N.A.

(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof : N.A.

(iv) the expenditure incurred on Research and Development : Nil

(C) FOREIGN EXCHANGE EARNINGS & OUTGO:

Foreign Exchange Earnings : Rs. Nil
Foreign Exchange Outgoes : Rs. Nil

 

PLACE: AHMEDABAD FOR AND ON BEHALF OF THE BOARD
Date: 05.09.2016 Sd/-
CHAIRMAN
PRADIP BHATT
DIN: 07072707