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Directors Reports

To,

The Members,

The Board of Directors hereby submits the 31st Annual Report of your Company together with the Audited Accounts of the Company for the financial year ended 31st March, 2024.

FINANCIAL RESULTS

The Financial Results for the year's operation and the comparative figures of the previous year are summarized below:

Particulars

Standalone

Consolidated

FY 2023-24

FY 2022-23

FY 2023-24

FY 2022-23

Revenue from operations

-

-

-

-

Income

0.76

0.66

4.01

2.63

Total Income

0.76

0.66

4.01

2.63

Total Expenditure

32.75

29.65

480.74

560.56

Net Profit/(Loss) Before Tax and exceptional item

(31.99)

(28.99)

(476.73)

(557.92)

Exceptional Item

-

-

-

-

Net Profit Before Tax

(31.99)

(28.99)

(476.73)

(557.92)

Current Tax

-

-

-

-

Deferred Tax

-

-

-

-

Earlier Tax Adjusted

-

-

-

-

Profit / (Loss) after Tax

(31.99)

(28.99)

(476.73)

(557.92)

Total Comprehensive

(31.94)

(28.80)

(468.65)

(529.07)

Income/(Loss) for the year

The Company does not propose any transfer to General Reserve.

REVIEW OF OPERATIONS & FUTURE PROSPECTS:

There was not any manufacturing and other business operations in the company throughout the year and Company has incurred Net Comprehensive Loss after the exceptional items amounting to Rs. 31.94 Lakhs as compare to a Net Comprehensive Loss of Rs. 28.80 lakhs in previous financial year.

In Company's Wholly Owned Subsidiary namely M/s SSA International limited, there was no manufacturing activities in the plants and was already Non Performing Asset(" NPA ")as declared by the lenders/ banks. As you are already aware that Company's other wholly owned Subsidiary namely M/s Arlin Foods Limited is not operational. Your Board is exploring new avenues to revive the Company.

DIVIDEND

There are no earnings in the company the Directors regret their inability to recommend any dividend for the year 2023-24.

CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the year. The Company has two wholly owned subsidiaries namely M/s SSA International Limited and M/s. Arlin Foods Limited. There was also no change in the nature of business in SSA International Limited as well as Arlin Foods Limited.

SHARE CAPITAL

During the financial year, there has been no change in the authorised/issued/subscribed and paid-up share capital of the company. The issued, subscribe and paid-up share capital of the company as on March 31, 2024 is Rs. 14,90,00,000/- (Rupees Fourteen Crore and Ninety Lakh Only) comprising 7,45,00,000 fully paid equity shares of Rs. 2/- (Rupees Two Only) each.

DETAILS OF DIRECTORS /KMP APPOINTED/ RESIGNED DURING THE YEAR

During the financial year, no changes took place in the composition of Board of Directors of the Company.

Further, Ms. Anushika Mishra, Company Secretary and Compliance officer of the Company has resigned w.e.f 03rd July, 2023.

Ms. Rinki Rani has been appointed as the Company Secretary and Compliance Officer of the Company w.e.f 24th November, 2023 Further, Ms. Rinki Rani resigned as the Company Secretary and Compliance Officer w.e.f March 31, 2024 and later joined back w.e.f 20th June 2024.

Further, Atul Mittal (DIN : 00223366) Managing Director of the Company in accordance with the requirements of the Companies Act, 2013 and the Company's Articles of Association, retires by rotation and being eligible offers himself for re-appointment.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All independent directors have given declarations to the effect that they meet the criteria of independence with regard to integrity, expertise and experience as laid down under Section 149(6) of the Companies Act, 2013 and provisions under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Board is of the opinion that all the independent directors appointed are having good integrity and possess the requisite expertise and experience (including the proficiency). Independent Directors have confirmed that they are not aware of any circumstances or situation which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the independent directors, the Board has confirmed that they meet the criteria of independence and that they are independent of the management.

BOARD OF DIRECTORS MEETINGS

During the year 7 (Seven) Board Meetings, 5 (Five) Audit Committee, 2 (Two) SRC Committee and 2 (Two) NRC Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE

Pursuant to the provisions of section 177 of the Companies Act, 2013 and as per Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 presently the Audit Committee comprise the following members:- i) Mr. Surender Kumar Gupta (Chairman) ii) Mr. Atul Mittal iii) Mr. Raman Ohri iv) Mrs. Preeti Saxena

AUDITORS

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s Kapil Kumar & Co. Chartered Accountants, (Firm Registration No. 006241N) re-appointed as Statutory Auditors of the Company for a term of 5 (Five) consecutive years from the conclusion of the 29th Annual General Meeting held on 30th September, 2022 till the conclusion of 34th Annual General Meeting of the Company to be held in the year 2027.

AUDITORS' REPORT

The Statutory Auditors of the Company has submitted their reports on the standalone and consolidated Financial Statements of the Company for the financial year ended 31st March, 2024. During the Financial Year, no instances of fraud have been reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with rules framed thereunder, either to the Company or to the Central Government.

The observations made by the Auditors in its report on the standalone financial statement of the Company and reply thereto by the management are here as under:

i. Originally the plant of the company was setup at NSEZ, Noida which was later on shifted outside NSEZ during the FY 2017-18 and in March 2019 the company further changed its business premises from time to time and since then no manufacturing activity has been carried on. The Company is required to determine impairment in respect of fixed assets, However the Company has not done impairment testing. In the absence of any working for impairment of the fixed assets as per Ind AS 36, the impact of impairment, if any on the financial statements is not ascertainable. The depreciation has been recognized based on of useful life and residual value estimated by the management, however in absence of necessary evidence of same we are unable to comment on the possible impact arising out of the said matter.

Reply: As per management opinion the impairment testing of PPE requires hiring of independent professional firm to ascertain the condition of PPE, however due to delayed availability of information and financial resources the impairment testing process could not be undertaken.

ii. Balance of debtors are outstanding from long period and are subject to confirmation and consequential effect if any on the financial statements remains uncertain. The trade receivables of the company could not be verified as the confirmation of balances have not been provided and made available to us. Trade receivables amounting to Rs 607.08 lacs which are long overdue and not provided for. Allowance for expected credit loss have not been recognized on these financial assets. The company has neither carried out impairment exercises of Trade Receivables nor provided for the same and recognized the same as non- current assets since long outstanding. In the absence of recovery and confirmation from the party, we are unable to comment on the recoverability and consequential impact of reconciliation and adjustment arising there from in the results, if any, is not ascertainable.

Reply: The Management is trying to recover the debts hence no provision is required to be made.

iii. The company has not followed the treatment for recognition and remeasurement of employee benefit costs as detailed in the Ind AS 19.

Reply: The Company has not undertaken any business activity during the year and moreover majority of the employees of the company left the company and their dues are settled full and final over the period of time. Considering this fact, the company has not followed the treatment for recognition and remeasurement of employee benefit costs as detailed in the Ind AS 19.

Emphasis of Matter

i. The company had already given a corporate guarantee for an amount of Rs 807.46 crores against secured loans taken by its wholly owned subsidiary, namely M/s SSA International Limited, which has been classified as nonperforming assets by the banks. The company has also received the notice u/s 13(2) of the SARFAESI Act 2002 from consortium of banks for revocation of its corporate guarantee. The company has also received a notice from IDBI Bank Ltd as to why the company along with its subsidiary SSA International Ltd (Main Borrower) and others should not be declared as willful defaulters. The consortium bankers have filed a petition against the holding company and its subsidiary M/s SSA International Limited regarding recovery of the outstanding dues, before the Debt Restructuring Tribunal-II, Delhi, and the company has received an intimation vide O.A 530/18 dated 24/05/2018.Further, IDBI Bank has declared the main borrower (M/s SSA International Ltd), its directors and Guarantors (including M/s Samtex Fashions Ltd) as willful defaulters in terms with RBI Guidelines. The updated details of proceedings against the company and its subsidiary M/s SSA International Ltd has not been made available, in absence of such details we are unable to comment on the possible impact, it any, arising out of the said matters.

REPLY: The company is trying to settle down the matter after taking the necessary actions required in this regard. ii. We have not been provided with sufficient, appropriate audit evidence relating to physical verification of fixed assets and inventory. Pending completion of such verification, we are unable to comment on the possible impact, it any, arising out of the said matters.

REPLY: Fixed Assets and Inventories have been accounted for correctly in the financial statements for the year ended 31.03.2024 and been relied upon by the Auditors.

iii. The company had given loans and advances as on 31.03.2024 which are outstanding from long time. In the absence of recovery and confirmation from the party, we are unable to comment on the recoverability and consequential impact of reconciliation and adjustment arising there from in the results, if any, is not ascertainable. Moreover, we have not been provided with justification giving said advance and sufficient, appropriate audit evidence relating to verification of the same. Pending completion of such verification/ reconciliation, we are unable to comment on the possible impact, it any, arising out of the said matters.

REPLY: The advances are given in connection with business of the company, to restore the business operations of the company have been accounted for correctly in the financial statements. . iv. As of 31st March 2024, inventories amounting to Rs 25.32 lacs and as no business activity has been taken out during the year, the inventories have not been used for a long period of time, the company may provide for if any inventory item is damaged or has become obsolete or if the selling price has declined.

REPLY: As the Company is having an Inventories amounting to Rs. 25.32 Lacs and the same have not been used for the long period of time. The above mentioned Inventory items are not damaged or have become obsolete, and the Company is taking care for the inventories.

v. The Company has outstanding balance of amounting Rs. 132.28 Lacs of deferred tax assets upto March 31, 2024, in absence of probable certainty and convincing evidence for taxable income in future, we are unable to ascertain the extent to which these deferred tax assets can be utilized.

REPLY: The management is making continuous efforts to restore the business operations of the company and is hopeful of future taxable income against which the deferred tax assets so created will be utilized.

vi. Balances of input tax credit under goods and service tax are not in confirmation with balances as appearing in the online portal.

REPLY: The management can provide necessary information in this regard. vii. We have not been provided with the internal audit report.

REPLY: The Company had appointed an Internal Auditor, as during the current Financial Year there were no manufacturing and other operations so internal audit report is not given.

viii. We have not been provided with sufficient, appropriate audit evidence relating to classification of trade payable dues to MSME and trade payable dues other than MSME. Pending completion of such verification/ reconciliation, we are unable to comment on the possible impact, it any, arising out of the said matters.

REPLY: As the Company is not having any trade payable dues to MSME, same have not been provided to the Auditors. As per the information provided by the management regarding trade payables dues other than MSME have been accounted for correctly in the financial statements for the year ended 31.03.2024 and been relied upon by the Auditors.

ix. Balance of trade payables are outstanding from long period and are subject to confirmation and consequential effect if any on the financial statements remains uncertain. The trade payables of the company could not be verified as the confirmation of balances have not been provided and made available to us.

REPLY: As per the information provided by the management the Outstanding balances of Trade payables, have been accounted for correctly in the financial statements for the year ended 31.03.2024 and have been relied upon by the Auditors.

x. Confirmation of balances of security deposits, balances with government authorities, bank balances, Bank FDRs have not been provided to us, we are unable to comment on the possible impact, it any, arising out of the said matters.

REPLY: As per the information provided by the management the balances, security deposits, balances with government authorities have been accounted for correctly in the financial statements for the year ended 31.03.2024 and have been relied upon by the Auditors.

xi. As informed to us the bank accounts of the company were put on debit freeze by EPF department and we have not been provided with detailed explanation regarding the litigation with the EPF department. Moreover, several litigations are ongoing with the Income Tax Department against which the company has also deposited Rs 118.67 lacs for different financial years under protest, however we have not been provided with details and current status of the said litigations. We are unable to comment on possible impact, if any arising out of the said matter.

REPLY: As per the information provided by the management, The Bank Accounts of the Company are operational now. Further, The Company is in discussion with the department to finalize the ongoing litigations.

SECRETARIAL AUDIT

Pursuant to 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. DMK Associates, Company Secretaries, as Secretarial Auditor to undertake the Secretarial Audit of the Company for the FY 2023-24.

The Secretarial Audit Report for the financial year 2023-24 submitted by them in prescribed Form MR-3 has been annexed hereto marked as ANNEXURE-I and forms an integral part of this report. The Secretarial Auditor has made certain observations. The observations and reply thereto are as under:

OBSERVATIONS

The Unaudited Standalone & Consolidated Financial Results along with Limited Review Reports for the Quarter and half Year ended 30.09.2023 were approved by the Board in its meeting held on 10.11.2023 and the said Results along with Limited Review Reports were submitted to BSE on 10.11.2023. However, due to technical error, the cash flow statement pages in combined file of the standalone financial results had been inadvertently missed by the Company, which came to notice of the Company on receiving the query from BSE vide e-mail dated 17.11.2023, subsequent to which, the Company filed revised results along with Limited Review Reports on 18.11.2023 resulting into a delay of 3 days in the submitting the aforesaid results which is in violation of regulation 33(3)(a) of SEBI LODR. The BSE have levied a fine of Rs. 17,700/-(inclusive of 18% GST) on the Company for the aforesaid non-compliance.

REPLY: the Company had duly submitted the Standalone and Consolidated Financial Results along with Limited Review Reports for the quarter and half year ended 30th September, 2023 on 10th November 2023. However, due to technical error, the Cash Flow Statement pages in Combined file of the Results had been inadvertently missed which came to notice of the Company on receiving the Query from BSE vide e-mail dated 17th November, 2023 in relation to the Standalone Financial Statement. Subsequent to which, the Company has duly filed revised Standalone & Consolidated Results along with Limited Review Reports on 18th November 2023. However, a fine of Rs. 17,700/- was imposed on the Company and the Company has duly made the payment against the same and the matter is resolved now.

Further, Secretarial Audit of the material unlisted subsidiary Company viz. SSA International Limited for the financial year ended March 31, 2024, as required under Regulation 24A of SEBI Listing Regulations, has been conducted by M/s. DMK Associates, Company Secretaries. The said Secretarial Audit Report is annexed herewith as Annexure II. The observations and reply thereto are as under:

OBSERVATIONS

The Company has not appointed Internal Auditors as required under section 138 of the Act during the financial year under review.

REPLY: The consortium member banks have transferred the assets of the Company to National

Assets Reconstruction Company Limited (NARCL) and as the Company's manufacturing unit located at 67th Milestone, Samalkha District, Panipat, Haryana, has been taken over by the Bank and accordingly there is no operation and any activity in the Company from August 2017. Since in the Company there is no activity, hence the appointment of Internal Auditor was not made.

Further, the Secretarial Audit of the material unlisted subsidiary Company viz. Arlin Foods Limited for the financial year ended March 31, 2024, as required under Regulation 24A of SEBI Listing Regulations, has been conducted by M/s. Vijay Jain & Company, Company Secretaries. The said Secretarial Audit Report is annexed herewith as Annexure III and it does not contain any qualification, reservation, adverse remark or disclaimer.

MAINTENANCE OF COST RECORDS

Pursuant to Section 148(1) of the Companies Act, 2013 and rules made there under and with Cost Accounting Records Rules 2011, the Company is exempted to maintain Cost Records for the financial year 2023-24.

INTERNAL AUDIT

Mr. Debananda Nayak, Company Secretary in Practice (C.P. No- 15188), have been appointed as the Internal Auditor for the financial year 2023-24 to review the function of Internal Control System of the company and to report thereon.

BOARD EVALUATION

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board and as collated by Nomination and Remuneration Committee and the Board expressed its satisfaction.

The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) read with Section 134(5) of Companies Act, 2013, Your Directors state that:-

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are 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 March 31, 2024 and of the loss of the company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis;

e. the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. and

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.

WEBLINK OF ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 Annual return of the Company for the financial year ending March 31, 2024 will be available on the Company's website www.samtexfashions.com under Investor Information once it's filed with the Registrar of Companies after the ensuing Annual General Meeting.

MATERIAL CHANGES

No Material changes and commitments have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report, which may affect the financial position of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the company has no business operations during the year, the company was not required to provide the details of conservation of energy, technology absorption, foreign exchange earnings and outgo in terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

Your company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. A detailed exercise is being carried out to identify, evaluate, manage and monitor non-business risks. The Company through Board and Audit Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. Risk Management forms an integral part of the Company's planning process.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Particulars of Employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached hereto as ANNEXURE-IV which forms part of this report.

PUBLIC DEPOSITS

The Company has not invited or accepted fixed deposits from public during the financial year ended March 31, 2024, under Chapter V of the Companies Act, 2013 and the Rules made there under.

RELATED PARTY TRANSACTIONS

During the year, the Company has not entered into contract, arrangement and transactions with related parties. All transactions with related parties are of previous years which were in the ordinary course of business and on arm's length basis and none of the contract, arrangement and transactions could be considered material as covered under Section 188 (1) of the Companies Act, 2013. Accordingly, the disclosure of Related Party Transactions in Form AOC-2 is not applicable and hence does not form part of this report.

LOANS, GUARANTEES AND INVESTMENT

During the financial year, company has not made any fresh investments nor have provided any new loan or Guarantee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNALS

On 1.08.2018, SSA International Limited, wholly owned subsidiary of the Company, received a demand notice from State Bank of India, Stressed Assets Management Branch-I .Demand Notice stated that SBI, the Lead bank has initiated action under Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 and in exercise of powers conferred under section 13(2) read Rule 3 of Security Interest (Enforcement) Rules,2002 called upon the borrower /guarantors/ Mortgagors to repay the debt amounting to Rs. 632,05,29,655/- with in sixty days from the receipt of the notice. If SSA International Limited fails to pay the said amount in the stipulated time, the bank will take the possession of the property mortgaged as mention in the said Notice. The said action of SBI, the lead bank initiated under SARFASSI Act 2002 to repay the debt has been challenged by SSA International Ltd, in the concerned court, and matter is still under dispute. And the Counter Claims have been filed to the claims filed by the lead bank and other member banks. Further notices from SBI Lead bank and other Member banks for possession of Properties and declaring promoters as willful defaulters were received. The Management of SSA is approaching the banks for One Time Settlement and the same is pending for negotiations.

Furthermore, IDBI Bank has taken the possession of the property of SSA International Limited situated at Village Patti Kalyana Tehsil Samalkha District Panipat, on 12.03.2021.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

During the financial year, there were no manufacturing and other operations. The Internal Financial Control System is adequate and relevant to the existing operations. The Company has in all material respects an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2024.

NOMINATION & REMUNERATION POLICY

The Company has a Remuneration Policy in place encompassing the appointment and remuneration philosophy of the Company. The Policy comprises of the various elements and terms of appointment. The current policy is to have an appropriate mix of executive, non- executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. The Company has framed a Nomination and Remuneration Policy pursuant to the provisions of Section 178 of the Companies Act, 2013. The details of policy are mentioned in Corporate Governance Report. The Policy of the Company is available on company website at www.samtexfashions.com

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Regulation 34 read with Part B of Schedule V of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015, the Management's Discussion & Analysis Report is annexed to this Annual report.

CORPORATE GOVERNANCE

The Company is committed to maintain the standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

As required under SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 a separate report on Corporate Governance report along with Certificate on its compliance is annexed with this Annual Report.

CREDIT RATING

The credit rating was suspended in the financial year 2016-17 and presently not applicable.

INDUSTRIAL RELATIONS

The Industrial relations remained cordial during the year under review.

SUBSIDIARIES AND ASSOCIATES

The Company has two material subsidiaries namely, M/s SSA International Limited (SSA) and

M/s Arlin Foods Limited (Arlin). During the year, the Board of Directors (‘the Board') reviewed the affairs of the subsidiaries. As per Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a Consolidated Financial Statement of the Company and its subsidiary has been prepared and attached to the Standalone Financial Statement of the Company.

The Consolidated Financial Statements have been prepared in accordance with the relevant accounting standards and in terms of the applicable provisions of Section 136 of the Act, Financial Statements of SSA and Arlin for the financial year ended on March 31, 2024 are available on the Company's website viz. https://www.samtexfashions.com/info/subsidiary-companies.

Pursuant to the provisions of the rule 8 of Companies (Accounts) Rules, 2014, Form AOC-1 annexed to this report as ANNEXURE-V.

The accounts of the Subsidiaries are also available for inspection for shareholders /members /investor, during the business hours at the registered office of the company.

The Company does not have any associate or joint venture company during the year under review.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company was not required to constitute corporate social responsibility committee pursuant to section 135 of the Companies Act, 2013.

POLICIES AND WEB ADDRESS

As per the regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 all listed entities are required to formulate certain policies. All such policies are available on our website i.e. www.samtexfashions.com. Key policies that have been adopted by the Board are as follows:

Name of the Policy Brief description Web link
Vigil Mechanism Policy The Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy. No person has been denied the direct access to the Board in this regard. https://www.samtexfashions .com/info/policiescodes- related-documents
Board Diversity To ensure a transparent Board nomination process with the diversity of thoughts, experience, knowledge, perspective and gender in the Board https://www.samtexfashions .com/info/policiescodes- related-documents
Policy on Preservation of Documents Policy- Dealing with Related Parties Policy on Material Subsidiary This policy deals with the retention and archival of corporate records of the Company This policy regulates all the transactions between the Company and its related parties This policy deals with determination of Material Subsidiaries of Samtex Fashions Limited in terms of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (SEBI LODR) https://www.samtexfashions .com/info/policiescodes- related-documents https://www.samtexfashions .com/info/policiescodes- related-documents https://www.samtexfashions .com/info/policiescodes- related-documents
Materiality of Events The objective of the policy is to determine materiality of events or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality. https://www.samtexfashions .com/info/policiescodes- related-documents
Risk Management Policy The objective of Risk Management Policy at Samtex Fashions Limited is to create and protect shareholder value by minimizing threats or losses, and identifying and maximizing opportunities. https://www.samtexfashions .com/info/policiescodes- related-documents
Archival Policy The objective of the this policy is to cover all events or Information which has to be disclosed to Stock Exchange(s) https://www.samtexfashions .com/info/policiescodes- related-documents

COMPLIANCE OF SECRETARIAL STANDARD

The Company has complied with all applicable provisions of Secretarial Standards 1 and 2 as issued by the Institute of Company Secretaries of India and notified by the Central Government.

PREVENTION OF SEXUAL HARRASMENT AT WORKPLACE

During the year, provisions of Sexual Harassment at Workplace was not applicable.

CODE OF CONDUCT

In compliance with Regulation 26(3) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 and the Companies Act, 2013, the Company has framed and adopted a code of conduct. The code is applicable to the members of the Board and all employees of the Company.

The Board Members have affirmed compliance with the Code of Conduct for the period ended March 31, 2024.

DEMATERIALIZATION OF SHARES AND DEPOSITORY SYSTEM

Your Company's shares are participating both with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). The ISIN number of the Company is

INE931D01020.

STOCK EXCHANGE LISTING

The Equity shares of your Company are listed at: The BSE Limited (BSE), Mumbai.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: ? Issue of equity shares with differential rights as to dividend, voting or otherwise. ? Issue of shares (including sweat equity shares) to employees of the company under any scheme. ? The company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. ? No transfer was made to the investor education and protection fund against the unclaimed dividend or shares during the year. ? No application has been made or proceeding is pending against the company under the insolvency and bankruptcy code, 2016 during the year. ? There are no details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to members, business associates, various agencies of the Government, Financial Institutions and Banks for all the help and Cooperation extended by them to the Company.

They also acknowledge with appreciation the devoted services rendered by the workers, staff and Executives at all levels of the Company. The Directors appreciate and value the contribution made by every member of the Samtex family.

For and on behalf of the Board of Directors

For SAMTEX FASHIONS LIMITED

Date: 31.08.2024
Place: New Delhi

SD/-

Atul Mittal

Chairman & Managing Director

DIN: 00223366

   


Capital Market Publishers India Pvt. Ltd

401, Swastik Chambers, Sion Trombay Road, Chembur, Mumbai - 400 071, India.

Formed in 1986, Capital Market Publishers India Pvt Ltd pioneered corporate databases and stock market magazine in India. Today Capitaline corporate database cover more than 35,000 listed and unlisted Indian companies. Latest technologies and standards are constantly being adopted to keep the database user-friendly, comprehensive and up-to-date.

Over the years the scope of the databases has enlarged to cover economy, sectors, mutual funds, commodities and news. Many innovative online and offline applications of these databases have been developed to meet various common as well as customized requirements.

While all the leading institutional investors use Capitaline databases, Capital Market magazine gives access to the databases to individual investors through Corporate Scoreboard. Besides stock market and company-related articles, the magazine’s independent and insightful coverage includes mutual funds, taxation, commodities and personal finance.

The power of the database is harnessed by our fired-up reporters to generate interesting ideas. The reader-friendly presentation of the idea, supplemented by relevant data and information, can be accessed online through Capita Telefolio and Telefolio Gold. These ideas are used by individual investors as well as institutional investors to do further research and stay ahead.

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