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 |