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Super Domestic Machines Ltd.

BSE: 531699 Sector: Consumer
NSE: N.A. ISIN Code: INE215Q01012
BSE 00:00 | 22 Oct Super Domestic Machines Ltd
NSE 05:30 | 01 Jan Super Domestic Machines Ltd
OPEN 0.38
PREVIOUS CLOSE 0.38
VOLUME 101
52-Week high 0.47
52-Week low 0.38
P/E
Mkt Cap.(Rs cr) 0
Buy Price 0.38
Buy Qty 539.00
Sell Price 0.39
Sell Qty 60.00
OPEN 0.38
CLOSE 0.38
VOLUME 101
52-Week high 0.47
52-Week low 0.38
P/E
Mkt Cap.(Rs cr) 0
Buy Price 0.38
Buy Qty 539.00
Sell Price 0.39
Sell Qty 60.00

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 with the Audited Statement of Account for the Period Ended on 31st March 2019.

FINANCIAL RESULTS:

Particulars2018-192017-18
Income-104207
Depreciation
Expenses35177140216
Net Profit before Tax(35177)(36009)
Current Tax
Net Profit after Tax(35177)(36009)

REVIEW OF PERFORMANCE

During the year company has incurred a loss of Rs 35177 (Rupees Thirty Five Thousand One Hundred Seventy Seven Rupees only).

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

During the year ended 31st March 2019 company has not given any Loans Guarantees and/or made any Investments covered under the provisions of Section 186 of the Companies Act 2013.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the year ended 31st March 2019 company has not entered into any Contracts and/or arrangements with related parties covered under section 188 of the Companies Act 2013.

DIVIDEND:

Your directors do not recommend any dividend for this financial year Ended 31.03.2019.

FIXED DEPOSITS

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

REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors Senior Management and their remuneration. 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 the Board 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 Harassment of Women at workplace. During the year under review the Company has not received any complaints under the policy.

CORPORATE SOCIAL RESPONSIBILITY

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

NUMBER OF MEETINGS OF THE BOARD

The Board met five times during the financial year the details of which are given hereunder. The intervening gap between any two meetings was within the period prescribed by the Companies Act 2013.

Sr.No.Date of Meeting
130.05.2018
213.08.2018
303.09.2018
405.11.2018
514.02.2019

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

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

DIRECTORS

Mr. Pradeep N. Bhatt retires by rotation and being eligible has offered himself for re- appointment. The board recommends his re-appointment.

The details of directors seeking appointment/re-appointment at the ensuing Annual General 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 by shareholders of the company in the last annual general meeting of the company for a period of five years w.e.f. October 1 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI Regulations the Board has carried out the annual performance evaluation of its own performance of the Directors individually 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 the relevant factors that are material for evaluating the performance of individual Directors the Board and its various Committees were discussed. A structured questionnaire each for evaluation of the Board its various Committees and individual Directors was prepared and recommended to the Board by the Nomination & Remuneration Committee for doing the required evaluation after taking into consideration the input received from the Directors covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees execution and performance of specific duties obligations and governance etc.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution independence of judgment safeguarding the interest of the Company and its minority Shareholders etc. The performance evaluation of the independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and non independent Directors was also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.

DIRECTORS RESPONSIBILITY STATEMENT:

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

a) that in the preparation of the annual financial statements for the period ended 31st March 2019 the applicable accounting standards have been followed along with proper explanation relating to material departures if any;

b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2019 and of the profit of the Company for the period ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

f) The directors had devised proper systems to ensure compliance with the provisions of all 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 Management of the Company. Board Members and Senior Management Personnel have affirmed Compliance with the Code for the period 2018-19. A separate declaration to this effect is made out in the Corporate Governance Report.

The Company has adopted code of practices and procedures for fair disclosures of unpublished price sensitive in information and code of conduct as required under Regulation (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 TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

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

CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars with respect to Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134 (3)(m) of the Companies Act 2013 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 hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2019. However Company is going to reappoint the M/s Vishves A. Shah & Co. for term of further 5 years and he will hold the office till the conclusion of Annual General Meeting held in the calendar year 2024. In terms of the first proviso to Section 139 of the Companies Act 2013 the appointment of the auditors shall be placed for ratification at every Annual General Meeting.

Accordingly the appointment of M/s Vishves A. Shah & Co. Chartered Accountants as statutory auditors of the Company is placed for ratification by the shareholders. In this regard the Company has received a certificate from the auditors to the effect that if they are reappointed it would be in accordance with the provisions of Section 141 of the 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 has appointed M/s A. Santoki & Associates Practicing Company Secretaries Ahmedabad to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as Annexure B.

LISTING

Companies Shares are listed at Bombay Stock exchange limited.

CORPORATE GOVERNANCE

As per Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations 2015 the compliance with the corporate governance provisions as specified in regulations 17 18 19 202122 23 24 25 26 27 and clauses (b) to (i) of sub-regulation(2) of regulation 46 and para C D and E of Schedule V is not applicable to our company as the paid up equity share capital of our company is less than rupees ten crore and also net worth of our company is less than rupees 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 the company 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 employees are 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 employees of the Company is annexed as per Annexure C.

Remuneration Policy:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors Senior Management and their remuneration.

RISK MANAGEMENT POLICY

The Company has developed and implemented Risk Management Policy. In the opinion of the Board 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 Harassment of Women at workplace. During the year under review the Company has not received any complaints under the policy.

CORPORATE SOCIAL RESPONSIBILITY

Company was not required to formulate policy on Corporate Social Responsibility as your company 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 the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no Director/employee has been denied access to the Chairman of the Audit 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 annexed herewith as Annexure D.

ACKNOWLEDGMENT

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

Place: AhmedabadFor And On Behalf Of The Board
Date: 03.09.2019
Sd/-
Pradip Bhatt
Managing Director
DIN:08461941