Samtex Fashions Ltd Directors Report.

To,

The Members,

The Board of Directors hereby submit the 26th Annual Report of your Company together with the Audited Accounts of the Company for the year ended 31st March, 2019.

FINANCIAL RESULTS

Rs. In Lakhs

PARTICULARS 2018-2019 2017-2018
Sales and other Income 326.41 3089.34
Profit before tax, interest, depreciation and write offs (23.53) (298.69)
Interest & Financial Expenses 4.55 19.90
Depreciation 59.48 58.83
Profits (87.56) (377.42)
Exceptional Expenses/income ( Net) 0.00 0.00
Profit Before Tax (87.56) (377.42)
Provision for Taxation (5.56) (7.33)
Other Comprehensive Income/ Expenses ( Net) 1.44 (1.96)
Profit after Tax (80.56) (372.05)
Balance of Profit from Previous Years (2237.14) (1865.09)
Balance of Profit carried forward (2317.70) (2237.14)

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

REVIEW OF OPERATIONS & FUTURE PROSPECTS:

The Gross Sales and other Income for the year ended 31st March, 2019 stood at Rs. 3.26 crores as compared to Rs. 30.89 crores in the previous year. During the year under report Company has incurred Net Loss after the exceptional items amounting to Rs. 0.81 crores as compared to Rs.3.72 crore in the previous year..

In your Companys Wholly Owned Subsidiary namely SSA International Limited there were no any manufacturing activities in the plants and was Non Performing Asset NPA as declared by the lenders/ banks since previous year.

As you are already aware that Companys other wholly owned Subsidiary namely Arlin Foods Limited is not operational. Your Board is exploring new avenues to revive the Company.

MATERIAL CHANGES

The company has shifted its Manufacturing facilities from Property No. D-100, Phase -2, Hosiery Complex, Noida 201305, Uttar Pradesh to Property Plot No. 163, Udyog Vihar, Greater Noida , Gautam Buddha Nagar, Uttar Pradesh – 201308 with effect from 21st March, 2019. The Manufacturing operations are yet to be started and are having effect on the financial position of the Company during the current operating year.

DIVIDEND

In order to conserve and strengthen the financial resources of the Company, the Directors regret their inability to recommend any dividend for the year 2018-19.

DIRECTORS

Mrs. Shubra Bhambri ( DIN 01167504), independent women director, due to personal reasons, resigned from directorship wef 11th April, 2018. Our Board would like to place on record its appreciation for the valuabale services rendered by Mrs. Shubhra Bhambri during her tenure. The Board of Directors, at its meeting held on 30thMay, 2018, on the recommendation of Nomination and Remuneration committee has appointed Mrs. Malini Mehra, (DIN 08148385) as an Additional Director (Independent) of the Company. But due to her personal inconvenience, she resigned from the post of Additional Director w.e.f 10.08.2018. Ms. Arti Srivastava ( DIN 08271421) has been appointed as Additional Director ( Independent Women Director) in the Board of Directors Meeting held on 14th November, 2018 on the recommendation of the Nomination and Remuneration committee. In accordance with the requirements of the Companies Act, 2013 and the Companys Articles of Association, Mr. Atul Mittal ( DIN : 00223366), Managing Director of the Company, 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 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:-

iii) Mr. S.K. Gupta

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 Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 24thAnnual General Meeting until the conclusion of 29th Annual General 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 has appointed M/s. DMK, Associates, Company Secretaries, as Secretarial Auditor to undertake the Secretarial Audit of the Company for the FY 2018-19.

The Secretarial Audit Report for the Financial Year 2018-19 submitted by them in prescribed form MR-3 has been annexed hereto marked as ANNEXURE -4 and forms an integral part of this Report. The Secretarial Auditor has made certain observations. The observations and reply thereto are as under: Observations.

a) As per Regulation 17(1)(a) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors shall have atleast one women director, however it is observed that there was a delay of five days in appointment of women director & BSE Limited vide its letter dated 31.01.2019had levied the fine of Rs. 25000/- which was paid by the company on April 5,2019.

Reply: On selection of the suiatable candidate by Nomination & Remuneration Committee , the Board appointed the Women Director in its Board Meeting held on 14th November, 2018 and in the process there was delayed of 5 days. The company has paid the penatlty as imposed by BSE Limited.

b) As per regulation 17(8) & 33(2) (a) of SEBI (LODR), the Company is required to obtain certificate from CEO and CFO of the company, however it is observed that the said certificate has been obtained from Mr. Atul Mittal who is Managing Director and Chief Financial Officer of the Company.

Reply : Mr. Atul Mittal is holding the position of Chairman & Managing Director and CFO of the company as the company has appointed Mr. Atul Mittal as Chairman & Managing Director therefore company is not required to appoint Chief Executive Officer as prescribed under section 203 of the Companies Act, 2013 hence the said certificate was obtained from the Mr. Atul Mittal in the capacity of Managing Director and CFO of the Company.

c) s per Regulation 33(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the listed entity is required to submit its quarterly Financial Result within 45 days from end of each quarter, however it is observed that financial statements for the quarter ended June 30,2018 is lately filed on August 28,2018.The BSE Limited vide its letter dated August 31, 2018 levied the penalty of Rs.82,600/- for not submitting the Financial Statements as per LODR, later the company has paid the penalty of Rs.82,600/- on September 25,2018.

Reply : The company convened the Board meeting to consider the Unaudited Financial Results for the Quarter ended 30th June 2018 well in time i.e. 14th August 2018., however due to some unavoidable circumstances the same meeting was deferred and rescheduled to be held on 28th August 2018, therefore there was delay in the submission of financial statements for the quarter ended June 30, 2018 . The Company has paid the penalty as imposed by the BSE Limited.

d) As per Regulation 46 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entity shall disseminate the information as provided under this regulation on its Website, however it is observed that separate audited financial statements of M/s SSA International Limited and Arlin Foods Limited, subsidiaries Companies for the Financial Year ended March 31, 2018 have not been uploaded on the Company website.

Reply : The company uploaded the Consolidated Financial statements for the year ended 31st March, 2018. Your management shall take necessary steps to strictly comply the provision and assure to upload in the future..

e) As per Regulation 19(1)(a) of SEBI (Listing Obligation and Disclosure Requirements)Regulations, 2015, the Nomination and Remuneration Committee shall comprise of at least three non-executive Directors, however it is observed that due to the resignation of Mrs. Shubhra Bhambri as Independent Director, the composition of Nomination & Remuneration committee was not as per SEBI (LODR)2015 from April 11,2018 till June 04,2018 and further due to the resignation of Mrs. Malini Mehra, as Independent Director, the composition of Nomination & Remuneration committee was not as per SEBI (LODR)2015from August 10,2018 till November 13,2018.

Reply : After the resignation of Women Directors during the period, your Board has appointed the women Director to comply the law, however in the intervening period when there was no women director due to resignation, the composition of Nomination and Remuneration Committee was affected. On appointment of independent women Director the Nomination and Remuneration Committee was reconstituted as per the Provisions of the SEBI (Listing Obligation and Disclosure Requirements)Regulations, 2015.

f) In terms of Section 134 of the Act, the financial statements of the company was required to be signed by the chairperson of the Company where he is authorized by the Board or two directors out of which one shall be Managing Director, if any & CEO, the Company Secretary and Chief Financial Officer of the Company, wherever they are appointed whereas it has been signed by Mr. Atul Mittal in the capacity of Managing Director as well Chief Financial Officer along with one more director & Company Secretary of the Company. As per Regulation 78 of Table F in schedule I to the Companies Act, 2013 a person cant sign in two capacities. Therefore the financial statements were not signed in terms of the provision of law.

Reply : The Financial Statements were signed by Mr. Atul Mittal in the capacity of Managing Director and CFO , also he was the Chairperson of the company. Your management shall take necessary steps to strictly comply the provision of the Companies Act with respect to signing of Financial Statements.

g) As per clause 1.3.4 of Secretarial Standards on meeting of the Board of Directors, the Notice of board meeting shall inform the Directors about the option available to them to participate through Electronic Mode and provide them all the necessary information, however it is observed that no such option was given in the notices sent to Directors convening Board Meetings.

Reply : It was due to inadvertent mistake your management shall take necessary care to give such option in future meetings .

INTERNAL AUDIT

M/s. Ashok Aggarwal & Co. a firm of Chartered Accountants is conducting periodic Internal Audit of all operations of the Company and the Audit Committee of the Board of Directors has reviewed their findings regularly. Their reports have been well received by the Audit Committee.

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, 2019. The Auditor has made certain observations. The observations and reply thereto are as under:

EMPHASIS OF MATTER

1. The company has ceased its business operations at NSEZ plant during the FY 2017-18 and shifted its premises at NSEZ. However the company has shifted its manufacturing activities to a new leased premises outside NSEZ to D-100 , Phase-II, Hosiery Complex, Noida Gautam Budhh Nagar UP- 201305 and The Company had carried on manufacturing activities on job work basis during the year and upto since 21st March 2019 and thereafter the company had vacated the existing manufacturing premises at D-100 , Phase-II, Hosiery Complex, Noida Gautam Budhh Nagar UP- 201305 and shifted to Plot no 163, Udyog Vihar, Greater Noida, UP- 201308 and no manufacturing activity is being carried on presently.

Reply : In the Month of March, 2019 the company shifted to the new premises to setup the manufacturing facilities. As regards the commencement of manufacturing activities at the new premises the company is not having any major sales orders currently and the management is in process of procuring new sales orders. As soon some major sales orders are obtained the manufacturing activities will commence.

2. 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.

Reply : The Company has received a notice u/s 13(2) of the SARFAESI Act, 2002 from consortium of banks for revocation of its Corporate Guarantee. In respect of notice of wilfull defaulter the Management of subsidiary SSA international Limited is taking care for the same.

3. Balance of unsecured loans, sundry creditors, debtors and advances 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 693.31 which are long overdue and not provided for. We are unable to form an opinion on the uncertainty regarding the collection of these long outstanding and other receivables.

Reply : As per the information provided by the management the balance of Unsecured Loans, sundry creditors , debtors and advances have been accounted for correctly in the financial statements for the year ended 31.03.2019 and been relied upon by the Auditors.

4. We have not been provided with sufficient, appropriate audit evidence relating to physical verification of fixed assets and inventory related reconciliation with the books of account. Pending completion of such verification/ reconciliation, we are unable to comment on the possible impact, it any, arising out of the said matters.

Reply : Companys Manufacturing facilities, all the Plant & Machineries , equipments and including inventory were shifted to a new premises and were under process of setting up as on year ended 31.03.2019. They have been accounted for correctly in the financial statements for the year ended 31.03.2019 and been relied upon by the Auditors

5. The company is not regular in payments of undisputed statutory dues towards PF, TDS during the year. Reply : Due to continuos losses since last three years there is financial stress in the company and resulting in delay in payments. The Management assure to take proper care in future.

6. We have observed that Internal Audit of the company has been undertaken by a firm of Independent Chartered Accountants, however, no such report has been provided to us.

Reply : Internal Auditor has not submitted the Report. The Management has taken strong view on the matter and assure to take proper care.

MAINTENANCE OF COST RECORDS

Pursuant to the provisions of section 148 of the Companies Act, 2013 and rules made there under and with Cost Accounting Record Rules 2011, the company is maintaining the Cost records.

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.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managements Discussion &Analysis Report is appended in the 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 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 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 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.

(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.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All independent directors have given declarations to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and provisions under SEBI (Listing Obligations 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 the Nomination and Remuneration Committee, the Board has adopted the Nomination and Remuneration Policy of the Company. Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and 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 this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

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

CREDIT RATING

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

SUBSIDIARIES

The Company has two subsidiaries namely, SSA International Limited and Arlin Foods Limited. 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. Pursuant to the provisions of the rule 8 of Companies (Accounts) Rules, 2014, Form AOC-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. The Company has two wholly owned subsidiaries namely SSA International Limited and M/s. Arlin Foods Limited Limited. There was no change in the nature of business in SSA International Limited as well as Arlin Foods Limited.

SHIFTING OF REGISTERED OFFICE OF THE COMPANY

The Registered Office of the Company shifted from Property No. D-100, Phase -2, Hosiery Complex, Noida 201305, Uttar Pradesh to Property Plot No. 163, Udyog Vihar, Greater Noida , Gautam Buddha Nagar, Uttar Pradesh – 201308 with effect from 21st March, 2019.

PUBLIC DEPOSIT

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal Audit functions reports to the Chairman of the Audit Committee and to Chairman and Managing Director of the Company. The Internal Audit monitors and evaluates the efficiency and adequacy of Internal control systems in the company. Its compliances with operating systems, accounting procedure and policies at all locations of the Company.

RELATED PARTY TRANSACTIONS

During the year under review, there are transaction with related parties on arm length basis falling under the purview of Section 188 of the Act. All transactions with related parties were duly reviewed by the Audit Committee of the Board. Particulars of such transactions are mentioned 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 have provided 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 energy, technology absorption, foreign exchange earnings and outgo, in the manner as prescribed under the Companies (Accounts) Rules, 2014, is given in ANNEXURE - 2 hereto and forms part of this Report.

EXTRACT OF THE ANNUAL RETURN

In terms of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the extract of the annual return in form MGT-9 is annexed herewith as ANNEXURE – 3

POLICIES

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 http://www.samtexfashions.com/_- nance_reports/_nance_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/_- nance_reports/_nance_report_download. php?id=1439196915.pdf&name=POLI- CY+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/_- nance_reports/_nance_report_download. php?id=1460372452.pdf&name=Poli- cy+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/_- nance_reports/_nance_report_download. php?id=1460372529.pdf&name=Poli- cy-+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/_- nance_reports/_nance_report_download. php?id=1460372662.pdf&name=Poli- cy-+Determining+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/_- nance_reports/_nance_report_download. php?id=1460372810.pdf&name=Poli- cy+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/ _nance_reports/_nance_report_down- load.php?id=1439196980.pd- f&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/_- nance_reports/_nance_report_download. php?id=14559118270.pdf&name=Ar- chival+Policy
Policy on Prevention of Sexual Harrasment The objective of the policy is to provide healthy and respectable working environment with no harrasment. http://www.samtexfashions.com/_- nance_reports/_nance_report_download. php?id=1440063622.pdf&name=POLI- CY+ON+PREVENTION+OF+SEXUAL+HA- RASSMENT

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

A Order dated 11.12.2017 & 24.07.2018 has been received from Employees Provident Fund Organisation under section 7-A of the Employees Provident Funds & Miscellaneous Provisions Act, 1952 was received . An Appeal before the Employees Provident Fund Appellate Tribunal , New Delhi have been filed .The notice issued to the company was settled and set aside by the concerned authority.

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. The Company ( Samtex Fashions Limited ) had given corporate guarantee in respect of this loan to SSA international Limited The Company did not receive any other order passed by any Court or Tribunal or Regulator.

DEMATERIALIZATION OF SHARES

Your Companys 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 Bombay Stock Exchange, (BSE), Mumbai.

CORPORATE SOCIAL RESPONSIBILITY

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

CODE OF CONDUCT

In compliance with Regulation 26(3) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015and 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, 2019.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. Further to state that company has complied with provisions relating to the constitution of Internal Complaints Committee.

The Company is committed to provide a safe and conducive work environment to its employees. During the year under review.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

COMPLIANCE OF SECRETARIAL STANDARDS

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 Central Government.

ACKNOWLEDGEMENT

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 Co-operation 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.

For and on behalf of the Board of Directors
For SAMTEX FASHIONS LIMITED
Sd/-
Atul Mittal
Place : New Delhi Chairman & Managing Director
Dated : 27.08.2019 DIN 00223366