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:
| Particulars |
2019-20 |
2018-19 |
| Income |
4,990 |
-- |
| Depreciation |
|
|
| Expenses |
2,64,974 |
35,177 |
| Net Profit before Tax |
(2,59,984) |
(35,177) |
| Current Tax |
|
|
| Net Profit after Tax |
(2,59,984) |
(35,177) |
REVIEW OF PERFORMANCE
During the year company has incurred a loss of Rs 2,59,984 (Rupees Two Lacs Fifty Nine
Thousand Nine Hundred Eighty Four Rupees only).
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the year ended 31st March, 2020, 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, 2020, 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 31.03.2020.
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 |
| 1 |
27.05.2019 |
| 2 |
13.08.2019 |
| 3 |
03.09.2019 |
| 4 |
13.11.2019 |
| 5 |
14.02.2020 |
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.
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 Boards 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, 2020, 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, 2020 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 2019-20. 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, 20,21,22, 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.
| Date: 05.09.2020 |
By Order of the Board of directors |
| Place: Ahmedabad |
|
|
Sd/- |
|
Pradip N. Bhatt |
|
Managing Director |
|
DIN:08461941 |
+91-9892691696
