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Super Domestic Machines

BSE: 531699|ISIN: INE215Q01012|SECTOR: Domestic Appliances
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Directors Report Year End : Mar '15    Mar 14
 Dear Members,
 
 The Directors have pleasure in presenting the Nineteenth Annual Report
 together with the Audited Statement of Account for the Period Ended on
 31st March 2015.
 
 FINANCIAL RESULTS:
 
 Particulars                                2014-2015       2013-2014
 
 Income                                      11838175        11010480
 
 Depreciation                                 ----              37175
 
 Expenses                                    11751683        10834630
 
 Net Profit before Tax                      (8701346)          101500
 
 Current Tax                                     ----           31364
 
 Net Profit after Tax                       (8701346)           70136
 
 REVIEW OF PERFORMANCE
 
 During the year company has incurred a loss of Rs 87,01,346 (Rupees
 Eighty seven lacs one thousand three hundred and forty six only).
 
 CHANGES TO SHARE CAPITAL
 
 At present the Authorized Share Capital of the Company stands at Rs.
 7,00,00,000 and the paid up capital stand at Rs. 4,32,94,000. There has
 been no change in the share capital during the period ended 31st March,
 2015.
 
 PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
 
 During the year ended 31st March, 2015, 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, 2015, 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 31.03.2015.
 
 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 twelve times during the financial year, the details of
 which are given in the Corporate governance report that forms part of
 this Annual Report.  The intervening gap between any two meetings was
 within the period prescribed by the Companies Act, 2013.
 
 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
 
 During the period the Board of Directors had appointed Mr Ankur Patel
 and Mrs.  Poonam Shah as an Additional Director (Independent) of the
 Company w.e.f. 25th November, 2014 and 31st March, 2015 respectively.
 The Company has received a notice from a member proposing appointment
 of Mr Ankur Patel and Mrs.  Poonam Shah as an Independent Director. The
 Board recommends passing of the resolution appointing Mr. Ankur Patel
 and Mrs. Poonam Shah as an Independent Director of the Company for a
 period of five years and not liable to retire by rotation
 
 The Company has received declarations from all the independent directors
 confirming that they meet with the criteria of independence as
 prescribed both under sub-section (6) of section 149 of Companies Act,
 2013 and under Clause 49 of the Listing Agreement with the Stock
 Exchanges.
 
 According to the provisions Mr. Pradeep Narendra Bhatt, Executive
 Director of the company (DIN: 07072707), was appointed as an Additional
 Director pursuant to the provisions of Section 161(1) of the Companies
 Act, 2013 and the Articles of Association of the Company and
 accordingly he holds office up to the date of this Annual General
 Meeting. Company has received a notice in writing under Section 160 of
 the Companies Act, 2013 from a member proposing appointment of Mr.
 Pradeep Narendra Bhatt as Director of the company. The Board recommends
 passing of the resolution appointing Mr. Pradeep Narendra Bhatt as
 Managing Director of the company for a period of 3 years w.e.f. 1st
 October, 2015.
 
 Mr. PRAGNESH H YAGNIK who was appointed as an Additional Director of
 the Company with effect from December 18, 2014. In terms of the
 provisions of Section 161(1) of the Act, Mr. PRAGNESH H YAGNIK would
 hold office up to the date of the ensuing Annual General Meeting. The
 Company has received a notice in writing from a member alongwith the
 deposit of requisite amount under Section 160 of the Act proposing the
 candidature of Mr. PRAGNESH H YAGNIK for the office of Director of the
 Company. The Board recommends passing of the resolution appointing Mr.
 Pragnesh Yagnik as Director of the company.
 
 BOARD EVALUATION
 
 Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
 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 Audit, Nomination &
 Remuneration, Risk management and Stakeholder Committees. The manner in
 which the evaluation has been carried out has been explained in the
 Corporate Governance Report.
 
 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, 2015, 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, 2015 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;
 
 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
 2014-15. 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.
 
 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.
 
 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 2017. 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 DEEPA METHWANI,
 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
 
 The shares of the Company are listed on Bombay Stock Exchange Limited
 (BSE) as well as Ahmedabad Stock Exchange Limited (ASE). The Company
 has paid the annual listing fees for the year 2014-15.
 
 However, ASE being the Regional Stock Exchange has been de-recognised
 and therefore there is no trading on the said Stock Exchange.
 
 CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS
 
 A separate section on Corporate Governance and a Certificate from
 Auditors of the company regarding compliance of conditions of Corporate
 Governance as stipulated under clause 49 of the Listing Agreement
 together with the 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.
 
 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.
 
 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 on qualification adverse remark made in Secretarial Audit
 Report is as under.
 
 QUALIFICATION/ ADVERSE REMARK EXPLANATION
 
 As per Section-138 of Companies Act, 2013     As it is the new provision
 read with Rule 13 of The Companies            under Companies Act, 2013,
 (Accounts) rules, 2014, company should have   by oversight, appointment
 made appointment of Internal Auditor within   of Internal Auditor as
 six months of commencement of that section    required under Section 138
 i.e. by 30th September, 2014. However,        of Companies Act, 2013 was
 Company has made appointment of Internal      not done within stipulated
 Auditor w.e.f. 1st March, 2015.               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,    Mr Mahendra Soni, Company
 company has not made appointment of           Secretary has resigned
 Company Secretary.                            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    Company has done late
 Statements for FY 2013-14 with Ministry of    filing of its financials
 Corporate Affairs                             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      Company has appointed Mrs
 with ROC with regard to Women Independent    Poonam Shah as women
 Director appointment                         Independent Director,
                                              however Form DIR 12 for
                                              appointment is yet not
                                              filed with Ministry of
                                              corporate Affairs.
 
 Non Compliances of various clauses of        Company has already filed
 Listing Agreement with Stock Exchanges       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.
 
 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: AHMEDABAD                      FOR AND ON BEHALF OF THE BOARD
 
 Date: 30.05.2015                                               Sd/-
 
                                                            CHAIRMAN
                                                        PRADIP BHATT
                                                        DIN: 07072707
 
 
 
 
Source : Dion Global Solutions Limited
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