Samtex Fashions Ltd Directors Report.

To,

The Members,

The Board of Directors hereby submits the 28th Annual Report of your Company together with the Audited Accounts of the Company for the year ended 31st March, 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 throughout the year. The revenue are to the tune of Rs. 0.60 lakhs and Company has incurred Net Loss after the exceptional items amounting to Rs. 76.55 Lakhs

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

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

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.

DIVIDEND

There are no earnings in the company; the Directors regret their inability to recommend any 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 the requirements of the Companies Act, 2013 and the Companys 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 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 ( 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 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 29thAnnual 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 2020-21.

The Secretarial Audit Report for the Financial Year 2020-21 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

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 Company Secretary in the company from 18.10.2019 till 30.07.2020 after the resignation of CS Kamini 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.f 31.07.2020.

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

2. Pursuant to Regulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has not filed disclosures of related party transactions on a consolidated basis for the year ended on March 31, 2019 & half year ended on September 30, 2019 respectively. BSE vide its email dated 18.01.2021 had imposed fine of Rs. 2,12,400/- including GST for non-compliance of Regulation 23(9) for the half year ended September 30. 2020 and subsequently on the request of the Company, the fine was waived.

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

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

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

Reply: The Company had mailed all the relevant documents to Stock Exchange dated 22nd June 2021 including the extract of Minutes of Board Meeting dated 30.11.2020 were requalification request from Mr. Suraj Gupta from promoter to public category, was approved 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 make application to the stock Exchange and abide by Regulation 31(A) of SEBI (LODR) 2015 and seek reclassification. The Management is in the process of submitting such application and comply with other requirements necessary for reclassification

4. Pursuant to Regulation 5(2) of SEBI (Insider Trading) Regulations, The trading for insiders 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 Board Meetings and Book closure stands continue and opened 48 hours after the intimation of outcome of Board Meeting.

5. Pursuant to Section 138 of the Act, the company has appointed Internal Auditor in its meeting held on 12 February, 2021, however the MGT 14 for same has not been filed yet.

Reply: The Company has appointed the Internal Auditor in its meeting held on 12th February, 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 as per various circulars issued by Ministry of Corporate Affairs for conducting the AGM through Video conferencing.

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

INTERNAL AUDIT

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

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, 2021. 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. Further, the Auditor has made 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 on shifted outside NSEZ during the FY 2017-18 and in march 2019 the company further changed its business premises to Plot no 163, Udyog Vihar, Greater Noida, UP- 201308 and since then no manufacturing activity has been carried on. As per information furnished to us the company has further entered into a rent agreement in the month of January 2021 to shift its business premises to D1/3, Industrial Area, Vill-Rajarampur, Sikandrabad, Bulandshahar UP-203205, however till date the company is unable to shift its assets and business operations to new premises We have not been provided with the copy of rent agreement to verify the term & conditions mentioned there in. 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 recognised 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: The Company had undergone a Rent Agreement, but due to Space Constraint, we had not been allotted the same space, hence the company is unable to shift its assets and business operations to new premises.

2. 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 686.31 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 following up with concerned parties regarding recovery of due amount and balance confirmations.

3. 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.

4. 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 consortium Bankers have filed a petition against 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 24/05/2019.Further , IDBI Bank has declared the main borrower(M/s SSA International Limited) its Directors and Guarantors (including M/s Samtex Fashions Ltd) as wilful 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, if any, arising out of the said matters.

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 declaration of willful defaulter the Management of subsidiary SSA International Limited is taking care for the same.

5. 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, if any, arising out of the said matters.

Reply:. In present Financial Year due to outbreak of 2nd wave of Global Pandemic 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 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 for justification giving said advances and sufficient, appropriate audit evidence 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 of the said matters

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

7. As of 31st March, 2021, Inventories amounting to Rs 25.31 Lacs and as no business activity has been taken out during the year, the inventories have not been used for the 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 a Inventories amounting to Rs. 25.31 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.

8. The Company continued to recognize deferred tax assets up to March 31, 2021 in the 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.

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

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

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

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

11. We have not been provided with sufficient, appropriate audit evidence relating to classification 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 the possible 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 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 31.03.2021 and been relied upon by the Auditors.

12. Balance of trade payable is outstanding from long period and are subject to confirmation 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 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 31.03.2021 and have been relied upon by the Auditors.

13. Confirmation of balances 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, if 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 31.03.2021 and have been relied upon by the Auditors.

14. 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 EPF department. Moreover, several litigation are ongoing with income tax department against which the company had also deposited Rs. 118.67 lacs for different financial year 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. Our report is not modified in respect of the above matter stated.

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.

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 2020-21.

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) and with regard to integrity, expertise and experience 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.

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-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 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 and presently not applicable.

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. There was no change in the nature of business in SSA International Limited as well as Arlin Foods Limited.

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

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

RELATED PARTY TRANSACTIONS

During the year under review, there is transaction with related parties on arm length basis and in the Ordinary course of Business. 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 ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 Annual return of the Company is available on the Companys 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 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/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 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.

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 BSE Limited, (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, 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 31,2021.

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 and 2 as issued by the Institute of Company Secretaries of India and notified by the Central Government.

ACKNOWLEDGEMENT

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

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

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