Directors Report of Super Domestic Machines Ltd.

Mar 31, 2015

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

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Eighteen Annual Report together with the Audited Statement of Account for the Period Ended on 31st March 2014.

FINANCIAL RESULTS:

Particulars 2013-2014 2012-2013

Income 11010480 10952000

Depreciation 37175 138915

Expenses 10834630 1071522

Net Profit before Tax 101500 97963

Current Tax 31364 57020 Net Profit after Tax 70136 40943

DIVIDEND:

Your directors do not recommend any dividend for this financial year Ended 31.03.2014.

DIRECTORS:

Mr. Gaurish Shantilal Shah, Director of the company is retiring by rotation and being eligible, offer himself for reappointment. Board recommends his reappointment.

LISTING :

Equity Shares of the company are listed on the Bombay Stock Exchange Limited (BSE), and Ahmedabad Stock Exchange (ASE). Presently trading in the shares of the company is under suspension.

CORPORATE GOVERNANCE :

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company''s Auditors confirming compliance there to is set out in the Annexure forming part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS :

The Management Discussion and Analysis Report is attached herewith and forms part of the Director Report.

AUDITORS:

M/s. Vishves A. Shah & Co., Chartered Accountants, Auditors of the company retires at the conclusion of this annual general meeting and being eligible, are recommend for reappointment.

AUDITORS REPORT:

Observation of the auditors in their report and notes attached to the accounts are self- explanatory and do not require and further clarification.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the companies amendment Act, 2000 with respect to Director''s responsibility statement, it is hereby confirmed:

1. That in the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the company for the year under review;

3. That 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;

4. That the director had prepared the accounts for the financial year ended 31st March 2014 on a going concern basis.

SECRETARIAL COMPLIANCE REPORT:

In Compliance of the Provision of section 383A of the Companies Act, 1956 the Board is pleased to enclose the Secretarial Compliance Report of Practicing Company Secretaries for the Year 2013-2014 as part of this Directors Report.

PARTICULARS OF THE EMPLOYEES:

The Company has no employee to whom the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 apply and so, forming part of the report is nil

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNING AND OUT GO:

The Additional information required under Section 217(l)(e) of the Companies Act, 1956 relating to Conservation of energy, technology absorption and Research & Development are not applicable to the Company. The Company has no foreign exchange earnings or outgoes.

ACKNOWLEDGMENT:

Your Directors wish to thanks the Bankers and Shareholders of the Company for their continuous support and faith in the management.

DATE : 05/05/2014 BY ORDER OF THE BOARD OF DIRECTORS PLACE: AHMEDABAD

SD/- GAURISH SHAH (CHAIRMAN)

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Mar 31, 2013

TO THE MEMBERS of SUPER DOMESTIC MACHINES LIMITED

The Directors have pleasure in presenting the Annual Report together with the Audited Statement of Account for the Period Ended on 31st March 2013.

FINANCIAL RESULT:

Particulars 2012-2013 2011-2012

Income 10952000 12110000

Depreciation 138915 138916

Net Profit before Tax 97963 206084

Current Tax 57020 68000

Net Profit after Tax 40943 138084

DIVIDEND:

Your directors do not recommend any dividend for this financial year Ended 31.03.2013.

DIRECTORS:

Mr. Maunesh Hargovindas Devara, Director of the company is retiring by rotation and being eligible, offer himself for reappointment. Board recommends his reappointment.

Mr. Kandarp Narendra Pandya was appointed as additional director of the company by the Board of Directors w.e.f. 23.06.2012. He holds office upto the ensuing Annual General Meeting. The company has received the notice from members proposing appointment of Mr. Kandarp Pandya as director of the company. Accordingly, Board recommend to appoint him Appointment as Director at the ensuing annual general meeting.

Mr. Manoj A. Shah has resigned from the post of Directorship of the Company w.e.f. 23.06.2012.

LISTING :

Equity Shares of the company are listed on the Bombay Stock Exchange Limited (BSE), and Ahmadabad Stock Exchange (ASE). Presently trading in the shares of the company is under suspension.

CORPORATE GOVERNANCE :

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company''s Auditors confirming compliance there to is set out in the Annexure forming part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS :

The Management Discussion and Analysis Report is attached herewith and forms part of the Director Report.

AUDITORS:

M/s. Vishves A. Shah & Co., Chartered Accountants, Auditors of the company retires at the conclusion of this annual general meeting and being eligible, are recommend for reappointment.

AUDITORS REPORT:

Observation of the auditors in their report and notes attached to the accounts are self- explanatory and do not require and further clarification.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the companies amendment Act, 2000 with respect to Director''s responsibility statement, it is hereby confirmed:

1. That in the preparation of the annual accounts for the financial year ended 31st March, 2013 the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the company for the year under review;

3. That 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;

4. That the director had prepared the accounts for the financial year ended 31st March 2013 on a going concern basis.

SECRETARIAL COMPLIANCE REPORT:

In Compliance of the Provision of section 383A of the Companies Act, 1956 the Board is pleased to enclose the Secretarial Compliance Report of practicing Company Secretaries for the Year 2012-2013 as part of this Directors Report.

PARTICULARS OF THE EMPLOYEES:

The Company has no employee to whom the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 apply and so, forming part of the report is nil

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNING AND OUT GO:

The Additional information required under Section 217(1)(e) of the Companies Act, 1956 relating to Conservation of energy, technology absorption and Research & Development are not applicable to the Company. The Company has no foreign exchange earnings or outgoes.

ACKNOWLEDGMENT:

Your Directors wish to thanks the Bankers and Shareholders of the Company for their continuous support and faith in the management.

DATE : 29.05.2013 BY ORDER OF THE BOARD OF DIRECTORS

PLACE: AHMEDABAD SD/-

(CHAIRMAN)

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Mar 31, 2011

TO THE MEMBERS OF SUPER DOMESTIC MACHINES LIMITED

The Directors have pleasure in presenting the Annual Report together with the Audited Statement of Account for the Period Ended on 31st March 2011.

FINANCIAL RESULT:

Particulars 2010-2011 2009-2010

Income 10085000 7895650

Expenditure 9545000 7697774

Profit before Depreciation 540000 197876

Depreciation 138916 138916

Net Profit before Tax 401084 58960

Provision for Tax NIL NIL

Deferred Tax NIL NIL

Fringe Benefit Tax NIL NIL

Net Profit after Tax 401084 58960

DIVIDEND:

Your directors do not recommend any dividend for this financial year Ended 31.03.2011. DIRECTORS:

Mr. Gaurish Shantilal Shah and Mr. Maunesh Hargovindas Devara were appointed as additional directors of the company by the Board of Directors w.e.f. 16.03.2011. They hold office up to the ensuing Annual General Meeting. The company has received the notice from them members proposing their appointment as directors. Accordingly, Board recommends their Appointment as Directors at the ensuing annual general meeting.

Mr. Prafulchandra M. Moody has resigned from the post of Directorship of the Company w.e.f. 21.03.2011.

Mr. Girishchandra M. Modi, Director of the company is retiring by rotation and being eligible, offer himself for reappointment. Board recommends his reappointment.

LISTING :

Equity Shares of the company are listed on the Bombay Stock Exchange Limited (BSE), and Ahmedabad Stock Exchange (ASE). Presently trading in the shares of the company is under suspension.

CORPORATE GOVERNANCE :

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company's Auditors confirming compliance there to is set out in the Annexure forming part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS :

The Management Discussion and Analysis Report is attached herewith and forms part of the Director Report.

AUDITORS:

M/s. Vishves A. Shah & Co., Chartered Accountants, Auditors of the company retires at the conclusion of this annual general meeting and being eligible, are recommend for reappointment.

AUDITORS REPORT:

Observation of the auditors in their report and notes attached to the accounts are self- explanatory and do not require and further clarification.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the companies amendment Act, 2000 with respect to Director's responsibility statement, it is hereby confirmed:

1. That in the preparation of the annual accounts for the financial year ended 31st March, 2011 the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the company for the year under review;

3. That 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;

4. That the director had prepared the accounts for the financial year ended 31st March 2011 on a going concern basis.

SECERTARIAL COMPLIANCE REPORT:

In Compliance of the Provision of section 383A of the Companies Act, 1956 the Board is pleased to enclose the Secretarial Compliance Report of practicing Company Secretaries for the Year 2010-2011 as part of this Directors Report.

PARTICULARS OF THE EMPLOYEES:

The Company has no employee to whom the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 apply and so, forming part of the report is nil

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNING AND OUT GO:

The Additional information required under Section 217{l)(e) of the Companies Act, 1956 relating to Conservation of energy, technology absorption and Research & Development are not applicable to the Company. The Company has no foreign exchange earnings or outgoes.

ACKNOWLEDGMENT:

Your Directors wish to thanks the Bankers and Shareholders of the Company for their continuous support and faith in the management.

DATE : 01.07.2011 BY ORDER OF THE BOARD OF DIRECTORS

PLACE: AHMEDABAD

SD/- (CHAIRMAN)

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Mar 31, 2010

TO THE MEMBERS OF SUPER DOMESTIC MACHINES LIMITED

The Directors have pleasure in presenting the Annual Report together with the Audited Statement of Account for the Period Ended on 31st March 2010.

FINANCIAL RESULT:

Particulars 2009-2010 2008-2009

Income 7895650 3245650

Expenditure 7697774 3101630

Profit before Depreciation 197876 144020

Depreciation ' 138916 138916

Net Profit before Tax 58960 5104

Provision for Tax NIL NIL

Deferred Tax NIL NIL

Fringe Benefit Tax NIL NIL

Net Profit after Tax 58960 5104

DIVIDEND:

Your directors do not recommend any dividend for this financial year Ended 31.03.2010. DIRECTORS:

Mr. Sudana Lai C. Batra, Directors of the company is retiring by rotation and being eligible, offers himself for reappointment. Board recommends his reappointment. All other Directors continue to hold their office.

LISTING :

Equity Shares of the company are listed on the Bombay Stock Exchange Limited (BSE), and Ahmedabad Stock Exchange (ASE). And presently trading of the shares are under suspension.

CORPORATE GOVERNANCE :

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company's Auditors confirming compliance there to is set out in the Annexure forming part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS :

The Management Discussion and Analysis Report is attached herewith and forms part of the Director Report.

AUDITORS:

M/s. Vishves A. Shah & Co., Chartered Accountants, Auditors of the company retires at the conclusion of this annual general meeting and being eligible, are recommend for reappointment.

AUDITORS REPORT:

Observation of the auditors in their report and notes attached to the accounts are self- explanatory and do not require and further clarification.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the companies amendment Act, 2000 with respect to Director's responsibility statement, it is hereby confirmed;

1. That in the preparation of the annual accounts for the financial year ended 31st March, 2010 the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the company for the year under review;

3. That 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;

4. That the director had prepared the accounts for the financial year ended 31st March 2010 on a going concern basis.

SECERTARIAL COMPLIANCE REPORT:

In Compliance of the Provision of section 383A of the Companies Act, 1956 the Board is pleased to enclose the Secretarial Compliance Report of practicing Company Secretaries for the Year 2009-2010 as part of this Directors Report.

PARTICULARS OF THE EMPLOYEES:

The Company has no employee to whom the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 apply and so, forming part of the report is nil

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNING AND OUT GO:

The Additional information required under Section 217(l)(e) of the Companies Act, 1956 relating to Conservation of energy, technology absorption and Research & Development are not applicable to the Company. The Company has no foreign exchange earnings or outgoes.

ACKNOWLEDGMENT:

Your Directors wish to thanks the Bankers and Shareholders of the Company for their continuous support and faith in the management.

BY ORDER OF THE BOARD OF DIRECTORS

DATE : 25.08.2010

PLACE: AHMEDABAD SD/-

(CHAIRMAN)