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Samtex Fashions Ltd.

BSE: 521206 Sector: Industrials
NSE: N.A. ISIN Code: INE931D01020
BSE 00:00 | 24 Jun 3.05 -0.12
(-3.79%)
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NSE 05:30 | 01 Jan Samtex Fashions Ltd
OPEN 3.28
PREVIOUS CLOSE 3.17
VOLUME 34538
52-Week high 10.04
52-Week low 0.82
P/E
Mkt Cap.(Rs cr) 23
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.28
CLOSE 3.17
VOLUME 34538
52-Week high 10.04
52-Week low 0.82
P/E
Mkt Cap.(Rs cr) 23
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Samtex Fashions Ltd. (SAMTEXFASHION) - Director Report

Company director report

To

The Members

The Board of Directors hereby submits the 28th Annual Report of your Companytogether with the Audited Accounts of the Company for the year ended 31stMarch 2021.

FINANCIAL RESULTS

Rs. In Lakhs

PARTICULARS 2020-21 2019-2020
Sales and other Income 0.60 0.68
Profit before tax interest depreciation and write offs (25.53) (35.79)
Interest & Financial Expenses 0.11 0.02
Depreciation 53.26 53.85
Profits (78.90) (89.66)
Exceptional Expenses/income (Net) 0.00 0.00
Profit Before Tax (78.90) (89.66)
Provision for Taxation (168) (6.73)
Other Comprehensive Income/ Expenses ( Net) 0.06 1.73
Profit after Tax (76.55) (81.19)
Balance of Profit from Previous Years (2398.89) (2317.70)
Balance of Profit carried forward (2475.44) (2398.89)

*The Company does not propose any transfer to General Reserve.

REVIEW OF OPERATIONS & FUTURE PROSPECTS:

There were no any manufacturing and other business operations in the company throughoutthe year. The revenue are to the tune of Rs. 0.60 lakhs and Company has incurred Net Lossafter the exceptional items amounting to Rs. 76.55 Lakhs

In your Company's Wholly Owned Subsidiary namely SSA International Limited there wereno manufacturing activities in the plants and was Non Performing Asset NPA as declared bythe lenders/ banks since previous two years.

As you are already aware that Company's other wholly owned Subsidiary namely ArlinFoods Limited is not operational. Your Board is exploring new avenues to revive theCompany.

MATERIAL CHANGES

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

DIVIDEND

There are no earnings in the company; the Directors regret their inability to recommendany dividend for the year 2020-21.

DETAILS OF DIRECTORS /KMP APPOINTED/ RESIGNED DURING THE YEAR

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

BOARD OF DIRECTORS MEETINGS

During the year 5 (Five) Board Meetings and 4 (four) Audit Committee Meetings wereconvened and held. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.

AUDIT COMMITTEE

Pursuant to the provisions of section 177 of the Companies Act 2013 and as perRegulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015presently the Audit Committee comprise the following members:-

iii) Mr. S.K. Gupta ( Chairman )

iv) Mr. Atul Mittal

iii) Mr. Raman Ohri

iv) Ms. Arti Srivastava

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) appointed as StatutoryAuditors of the Company for a term of five consecutive years to hold office from theconclusion of the 24thAnnual General Meeting until the conclusion of 29thAnnualGeneral Meeting of the Company to be held in the calendar year 2022.

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 hasappointed M/s. DMK Associates Company Secretaries as Secretarial Auditor to undertakethe Secretarial Audit of the Company for the FY 2020-21.

The Secretarial Audit Report for the Financial Year 2020-21 submitted by them inprescribed form MR-3 has been annexed hereto marked as ANNEXURE -4 and forms an integralpart of this Report. The Secretarial Auditor has made certain observations. Theobservations and reply thereto are as under:

OBSERVATIONS

1. Pursuant to Section 203 of the Companies Act 2013 and Regulation 6(1) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 there was no CompanySecretary in the company from 18.10.2019 till 30.07.2020 after the resignation of CSKamini Gupta as Company Secretary & Compliance officer w.e.f. October 17 2019.However Ms Anushika Mishra was appointed as Company Secretary of the company w.e.f31.07.2020.

Reply: Company was not able to find a suitable candidate for the post of the CompanySecretary due to distresses condition of company and later on announcement of nationwidelock down COVID-19. However we are pleased to inform you that as the phases of Unlockhave been started the Company at the first (1st) Board Meeting held on 31st July 2020 inthe Financial Year 2020-21 has appointed Ms. Anushika Mishra (A59065) Qualified CompanySecretary for our Company w.e.f 31st July 2020.

2. Pursuant to Regulation 23(9) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the company has not filed disclosures of related partytransactions on a consolidated basis for the year ended on March 31 2019 & half yearended on September 30 2019 respectively. BSE vide its email dated 18.01.2021 had imposedfine of Rs. 212400/- including GST for non-compliance of Regulation 23(9) for the halfyear ended September 30. 2020 and subsequently on the request of the Company the fine waswaived.

Reply: Related party disclosures were duly given in the financial statements of theCompany. The Management after receiving the intimation from BSE had strictly compliedwith the provision disclosing related party transactions for the quarter ended onSeptember 2020 and year ended on March 2021.

3. Pursuant to Regulation 31A(8) of SEBI (Listing Obligations and disclosureRequirements) Regulations 2015 the company has not made following disclosures to theStock exchanges;

(i) The Minutes of board meeting dated 30.11.2020 considering request receivedfrom Mr. Suraj Gupta for re-classification from Promoter to Public shareholder.

Reply: The Company had mailed all the relevant documents to Stock Exchange dated 22ndJune 2021 including the extract of Minutes of Board Meeting dated 30.11.2020 wererequalification request from Mr. Suraj Gupta from promoter to public category wasapproved by the Board of Directors.

(ii) Submission of application to the Stock exchanges seeking re-classification.

Reply: The Management had received a mail from the Stock Exchange requesting to makeapplication to the stock Exchange and abide by Regulation 31(A) of SEBI (LODR) 2015 andseek reclassification. The Management is in the process of submitting such application andcomply with other requirements necessary for reclassification

4. Pursuant to Regulation 5(2) of SEBI (Insider Trading) Regulations The trading forinsiders has been closed for the period less than the Period specified in Regulation 5(2).

Reply: The Company is announcing Book closure every time before holding the BoardMeetings and Book closure stands continue and opened 48 hours after the intimation ofoutcome of Board Meeting.

5. Pursuant to Section 138 of the Act the company has appointed Internal Auditor inits meeting held on 12 February 2021 however the MGT 14 for same has not beenfiled yet.

Reply: The Company has appointed the Internal Auditor in its meeting held on 12thFebruary 2021 MGT-14 of the same will be duly filed with the Registrar of Companies.

6. The company has not filed Form MGT 14 for passing of all the resolutions asper various circulars issued by Ministry of Corporate Affairs for conducting the AGMthrough Video conferencing.

Reply: The Company will duly comply with the provisions and will file theMGT-14 Form accordingly.

INTERNAL AUDIT

Debananda Nayak Company Secretary in Practice (C.P. No- 15188) have been appointedfor the Financial Year 20-21 as the new Internal Auditor to review the Internal ControlSystem of the Company and to report thereon.

AUDITORS' REPORT

The Statutory Auditors of the Company has submitted their reports on the standalone andconsolidated Financial Statements of the Company for the Financial Year ended 31stMarch 2021. During the Financial Year no instances of fraud have been reported by theStatutory Auditors under Section 143(12) of the Companies Act 2013 read with rules framedthereunder either to the Company or to the Central Government. Further the Auditor hasmade certain observations. The observations and reply thereto are as under:

EMPHASIS OF MATTER

1. Originally the plant of the company was setup at NSEZ Noida which was later onshifted outside NSEZ during the FY 2017-18 and in march 2019 the company further changedits business premises to Plot no 163 Udyog Vihar Greater Noida UP- 201308 and sincethen no manufacturing activity has been carried on. As per information furnished to us thecompany has further entered into a rent agreement in the month of January 2021 to shiftits business premises to D1/3 Industrial Area Vill-Rajarampur Sikandrabad BulandshaharUP-203205 however till date the company is unable to shift its assets and businessoperations to new premises We have not been provided with the copy of rent agreement toverify the term & conditions mentioned there in. The Company is required to determineimpairment in respect of fixed assets However the Company has not done impairmenttesting. In the absence of any working for impairment of the fixed assets as per Ind AS36 the impact of impairment if any on the financial statements is not ascertainable. Thedepreciation has been recognised based on of useful life and residual value estimated bythe management however in absence of necessary evidence of same we are unable to commenton the possible impact arising out of the said matter.

Reply: The Company had undergone a Rent Agreement but due to Space Constraint we hadnot been allotted the same space hence the company is unable to shift its assets andbusiness operations to new premises.

2. Balance of debtors are outstanding from long period and are subject to confirmationand consequential effect if any on the financial statements remains uncertain. The tradereceivables of the company could not be verified as the confirmation of balances have notbeen provided and made available to us. Trade receivables amounting to Rs 686.31 lacswhich are long overdue and not provided for. Allowance for expected credit loss have notbeen recognized on these financial assets. The company has neither carried out impairmentexercises of Trade Receivables nor provided for the same and recognized the same asnon-current assets since long outstanding. In the absence of recovery and confirmationfrom the party we are unable to comment on the recoverability and consequential impact ofreconciliation and adjustment arising there from in the results if any is notascertainable.

Reply: The Management is following up with concerned parties regarding recovery of dueamount and balance confirmations.

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

Reply: The company has not undertaken any business activity during the year andmoreover majority of the employees of the company left the company and their dues aresettled full and final over the period of time. Considering this fact the company has notfollowed the treatment for recognition and remeasurement of employee benefit costs asdetailed in the Ind AS 19.

4. The company had already given a corporate guarantee for an amount of Rs 807.46crores against secured loans taken by its wholly owned subsidiary namely M/s SSAInternational Limited which has been classified as nonperforming assets by the banks. Thecompany has also received the notice u/s 13(2) of the SARFAESI Act 2002 from consortium ofbanks for revocation of its corporate guarantee. The consortium Bankers have filed apetition against holding company and its subsidiary M/s SSA International Limitedregarding 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 24/05/2019.Further IDBI Bank has declared the main borrower(M/s SSA International Limited) its Directorsand Guarantors (including M/s Samtex Fashions Ltd) as wilful defaulters in terms with RBIGuidelines. The updated details of proceedings against the company and its subsidiary M/sSSA International Ltd. has not been made available in absence of such details we areunable to comment on the possible impact if any arising out of the said matters.

Reply: The Company has received a notice u/s 13(2) of the SARFAESI Act 2002 fromconsortium of banks for revocation of its Corporate Guarantee. In respect of declarationof willful defaulter the Management of subsidiary SSA International Limited is taking carefor the same.

5. We have not been provided with sufficient appropriate audit evidence relating tophysical verification of fixed assets and inventory. Pending completion of suchverification we are unable to comment on the possible impact if any arising out of thesaid matters.

Reply:. In present Financial Year due to outbreak of 2nd wave of GlobalPandemic COVID-19 physical verification of fixed assets and inventory is not convenient.

6. The Company had given loans and advances as on 31.03.2019 which are outstanding fromlong time. In the absence of recovery and confirmation from the party we are unable tocomment on the recoverability and consequential impact of reconciliation and adjustmentarising there from in the results if any is not ascertainable. Moreover we have notbeen provided for justification giving said advances and sufficient appropriate auditevidence relating to the verification of the same. Pending completion of such verification/ reconciliation we are unable to comment on the possible impact. If any arising out ofthe said matters

Reply: The advances are given in connection with business of the company to restorethe business operations of the company it have been accounted for correctly in thefinancial statements.

7. As of 31st March 2021 Inventories amounting to Rs 25.31 Lacs and as nobusiness activity has been taken out during the year the inventories have not been usedfor the a long period of time the Company may provide for if any inventory item isdamaged or has become obsolete or if the selling price has declined.

Reply: As the Company is having a Inventories amounting to Rs. 25.31 Lacs and the samehave not been used for the long period of time. The above mentioned Inventory items arenot damaged or have become obsolete and the Company is taking care for the inventories.

8. The Company continued to recognize deferred tax assets up to March 31 2021 in theabsence of probable certainty and convincing evidence for taxable income in future we areunable to ascertain the extent to which these deferred tax assets can be utilized.

Reply: The management is making continuous efforts to restore the business operationsof the company and is hopeful of future taxable income against which the deferred taxassets so created will be utilized.

9. The Company is not regular in payments of undisputed statutory dues towards PF TDSduring the year. Balances of input tax credit under goods and services tax are not inconfirmation with balances as appearing in the online portal.

Reply: Due to continuous losses since past few years there is financial stress in thecompany and resulting in delay in payments. The Management assures to take proper care infuture.

10. We have not been provided with the internal audit report.

Reply: The Company had appointed an Internal Auditor. The Company assures to takeproper care in future.

11. We have not been provided with sufficient appropriate audit evidence relating toclassification of trade payable dues to MSME and trade payables dues other than MSME.Pending completion of such verification /reconciliation we are unable to comment on thepossible impact if any arising out of the said matters.

Reply: As the Company is not having any trade payable dues to MSME same have not beenprovided to the Auditors. As per the information provided by the management regardingtrade payables dues other than MSME have been accounted for correctly in the financialstatements for the year ended 31.03.2021 and been relied upon by the Auditors.

12. Balance of trade payable is outstanding from long period and are subject toconfirmation and consequential effect if any on the financial Statement remains uncertain.The trade payables of the company could not be verified as the confirmation of balanceshave not been provided and made available to us.

Reply: As per the information provided by the management the Outstanding balances ofTrade payables have been accounted for correctly in the financial statements for the yearended 31.03.2021 and have been relied upon by the Auditors.

13. Confirmation of balances security deposits balances with government authoritiesBank Balances Bank FDRs have not been provided to us we are unable to comment on thepossible impact if any arising out of the said matters.

Reply: As per the information provided by the management the balances securitydeposits balances with government authorities have been accounted for correctly in thefinancial statements for the year ended 31.03.2021 and have been relied upon by theAuditors.

14. As informed to us the bank accounts of the Company were put on debit freeze by EPFdepartment and we have not been provided with detailed explanation regarding thelitigation with EPF department. Moreover several litigation are ongoing with income taxdepartment against which the company had also deposited Rs. 118.67 lacs for differentfinancial year under protest however we have not been provided with details and currentstatus of the said litigations. We are unable to comment on possible impact if anyarising out of the said matter. Our report is not modified in respect of the above matterstated.

Reply: As per the information provided by the management The Bank Accounts of theCompany are operational now. Further The Company is in discussion with the department tofinalize the ongoing litigations.

MAINTENANCE OF COST RECORDS

Pursuant to Section 148(1) of the Companies Act 2013 and rules made there under andwith Cost Accounting Records Rules 2011 the Company is exempted to maintain Cost Recordsfor the Financial Year 2020-21.

BOARD EVALUATION

The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard of its own performance and that of its committees and individual directors. ScheduleIV of the Companies Act 2013 states that the performance evaluation of independentdirectors shall be done by the entire Board of Directors excluding the director beingevaluated. The evaluation of all the directors and the Board as a whole was conductedbased on the criteria and framework adopted by the Board and as collated by Nomination andRemuneration Committee and the Board expressed its satisfaction.

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

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management's Discussion &Analysis Report isappended in the Annual report.

CORPORATE GOVERNANCE

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

As required under SEBI (Listing Obligation & Disclosure Requirements) Regulations2015 a separate report on Corporate Governance report along with Certificate on itscompliance is annexed to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) read with Section 134(5) Your Directors state that—

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe loss of the company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

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

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

In terms of Section 178(3) of the Companies Act 2013 upon recommendation of theNomination and Remuneration Committee the Board has adopted the Nomination andRemuneration Policy of the Company. Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other prescribed matters are governed by such policy. As per terms of Section 178(4)of the Act such policy is attached hereto as ANNEXURE - 1 which forms part of thisreport.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT 2013 READWITH 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 readwith Rule 5 (1) of the Companies (Appointment And Remuneration Of Managerial Personnel)Rules 2014 is attached hereto as ANNEXURE-3 which forms part of this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism Policy to deal with instance of fraud andmismanagement if any.

As per the policy objective the Company encourages its employees who have concernsabout suspected misconduct to come forward and express these concerns without fear ofpunishment or unfair treatment. A vigil mechanism provides a channel to the employees andDirectors to report to the management concerns about unethical behaviour actual orsuspected fraud or violation of the Codes of conduct or policy. The mechanism provides foradequate safeguards against victimization of employees and Directors to avail of themechanism and also provide for direct access to the Managing Director/Chairman of theAudit Committee in exceptional cases. Such policy is made available on the website of theCompany.

CREDIT RATING

The credit rating was get suspended in the Financial Year 2016-17 and presently notapplicable.

SUBSIDIARIES

The Company has two subsidiaries namely SSA International Limited and Arlin FoodsLimited. During the year the Board of Directors (‘the Board') reviewed the affairsof the subsidiaries. As per Section 129(3) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 a Consolidated Financial Statement of the Company andits subsidiary has been prepared and attached to the Standalone Financial Statement of theCompany.

The Consolidated Financial Statements have been prepared in accordance with therelevant accounting standards.

Pursuant to the provisions of the rule 8 of Companies (Accounts) Rules 2014 FormAOC-1 annexed to the Financial Statements.

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.

CHANGE IN THE NATURE OF BUSINESS

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

PUBLIC DEPOSIT

The Company has not invited or accepted fixed deposits from public during the yearunder review under Chapter V of the Companies Act 2013 and the Rules made there under.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

During the current financial year under report there were no manufacturing and otheroperations so no Internal audit was conducted.

RELATED PARTY TRANSACTIONS

During the year under review there is transaction with related parties on arm lengthbasis and in the Ordinary course of Business. All transactions with related parties wereduly reviewed by the Audit Committee of the Board. Particulars of such transactions arementioned in the prescribed Form AOC-2 annexed to the Financial Statements.

LOANS GUARANTEES AND INVESTMENT

During the year under report the company has not made any fresh investments nor haveprovided any new Guarantee.

INDUSTRIAL RELATIONS

The Industrial relations remained cordial during the year under review.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE OUTGO

In terms of Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of Companies(Accounts) Rules 2014 a statement containing details of conservation of energytechnology absorption foreign exchange earnings and outgo in the manner as prescribedunder the Companies (Accounts) Rules 2014 is given in ANNEXURE - 2 hereto and forms partof this Report.

EXTRACT OF ANNUAL RETURN

In terms of Section 92(3) of the Companies Act 2013 Annual return of the Company isavailable on the Company's website www.samtexfashions.com under Financial Report.

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 suchpolicies are available on our website i.e. www.samtexfashions.com. Key policies that havebeen 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 http://www.samtexfashions.com/finance_reports/ finance report download.php?id=1439197042. pdf&name=VIGIL+MECHANISM+POLICY
Board Diversity To ensure a transparent Board nomination process with the diversity of thoughts experience knowledge perspective and gender in the Board http://www.samtexfashions.com/finance_reports/ finance report download.php?id=1439196915. pdf&name=POLICY+ON+BOARD+DIVERSITY
Policy on Preservation of Documents This policy deals with the retention and archival of corporate records of the Company http://www.samtexfashions.com/finance_reports/ finance_report_download.php?id=1460372452. pdf&name=Policy+on+Preservation+of+Documents
Policy- Dealing with Related Parties This policy regulates all the transactions between the Company and its related parties http://www.samtexfashions.com/finance_reports/ finance_report_download.php?id=1460372529. pdf&name=Policy-+Dealing+with+Related+Parties
Policy on Material Subsidiary This policy deals with determination of Material Subsidiaries of Samtex Fashions Limited in terms of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (SEBI LODR) http://www.samtexfashions.com/ finance_reports/finance_report_download. php?id=1460372662.pdf&name=Policy-+Deter mining+Material+Subsidiary
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. http://www.samtexfashions.com/ finance_reports/finance_report_ download.php?id=1460372810. pdf&name=Policy+on+Materiality+of++Events
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. http://www.samtexfashions.com/ finance_reports/finance_report_ download.php?id=1439196980. pdf&name=RISK+MANAGEMENT+POLICY
Archival Policy The Objective of the Policy is to cover all events or Information which has to be disclosed to Stock Exchange(s) http://www.samtexfashions.com/ finance_reports/finance_report_ download.php?id=14559118270. pdf&name=Archival+Policy

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

On 1.08.2018 SSA International Limited wholly owned subsidiary of the companyreceived 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 Securitizationand Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 andin exercise of powers conferred under section 13(2) read Rule 3 of Security Interest(Enforcement) Rules2002 called upon the borrower /guarantors/ Mortgagors to repay thedebt amounting to Rs. 6320529655/- 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 bankwill 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 thedebt has been challenged by SSA International Ltd in the concerned court and matter isstill under dispute. And the Counter Claims have been filed to the claims filed by thelead bank and other member banks.

Further notices from SBI Lead bank and other Member banks for possession of Propertiesand declaring promoters as willful defaulters were received. The Management of SSA isapproaching 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 InternationalLimited situated at Village Patti Kalyana Tehsil Samalkha District Panipat on 12.03.2021.

The Company ( Samtex Fashions Limited ) had given corporate guarantee in respect ofthis loan to SSA international Limited

The Company did not receive any other order passed by any Court or Tribunal orRegulator.

DEMATERIALIZATION OF SHARES

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 Companyis INE931D01020

STOCK EXCHANGE LISTING

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

CORPORATE SOCIAL RESPONSIBILITY

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

CODE OF CONDUCT

In compliance with Regulation 26(3) of the SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015 and the Companies Act 2013 the Company has framed andadopted a code of conduct. The code is applicable to the members of the Board and allemployees of the Company.

The Board Members have affirmed compliance with the Code of Conduct for the periodended March 312021.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

During the year is not applicable.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with all applicable provisions of Secretarial Standards 1 and2 as issued by the Institute of Company Secretaries of India and notified by the CentralGovernment.

ACKNOWLEDGEMENT

The Directors regret the loss of life due to 2nd wave of COVID-19 pandemicand are deeply grateful and have immense respect for every person who risked their lifeand safety to fight this pandemic. The Directors appreciate and value the contributionmade by every member of the Samtex family.

Your Directors wish to place on record their gratitude to members business associatesvarious agencies of the Government Financial Institutions and Banks for all the help andCo-operation extended by them to the Company.

They also acknowledge with appreciation the devoted services rendered by the workersstaff and Executives at all levels of the Company.

For and on behalf of the Board of Directors For SAMTEX FASHIONS LIMITED

Place : New Delhi
Dated : 30.08.2021 Sd/- Atul Mittal Chairman &Managing Director DIN 00223366

.