To,
The Members,
The Board of Directors hereby submits the 30th Annual Report
of your Company together with the Audited Accounts of the Company for the financial year
ended 31st March, 2023.
FINANCIAL RESULTS
The Financial Results for the year?s operation and the comparative
figures of the previous year are summarized below:
(Figures in lakhs)
| Particulars |
FY 2022- 23 |
FY 2021-22 |
| Total Revenue |
0.66 |
0.61 |
| Total Expenditure |
29.65 |
76.28 |
| Net Profit/(Loss) Before Tax and |
(28.99) |
(75.67) |
| exceptional item |
|
|
| Exceptional Item |
- |
- |
| Net Profit Before Tax |
(28.99) |
(75.67) |
| Current Tax |
- |
- |
| Deferred Tax |
- |
(0.42) |
| Earlier Tax Adjusted |
- |
- |
| Profit / (Loss) after Tax |
(28.80) |
(75.16) |
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 and Company has incurred Net Loss after the exceptional items
amounting to Rs.
28.80 Lakhs as compare to a net loss of Rs. 75.16 lac in previous
financial year ending March 31, 2023.
In your Company?s Wholly Owned Subsidiaries namely M/s SSA
International limited in which there were no manufacturing activities in the plants and
was Non Performing Asset NPA as declared by the lenders/ banks. As you are already aware
that Company?s other wholly owned Subsidiary namely M/s Arlin
Foods Limited is not operational. Your Board is exploring new avenues
to revive the Company.
DIVIDEND
There are no earnings in the company the Directors regret their
inability to recommend any dividend for the year 2022-23.
CHANGE IN NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the Company during the
year. The Company has two wholly owned subsidiaries namely M/sSSA International Limited
and M/s. Arlin Foods Limited. There was also no change in the nature of business in
SSA International Limited as well as Arlin Foods Limited.
SHARE CAPITAL
During the financial year, there has been no change in the
authorised/issued/subscribed and paid-up share capital of the company. The issued,
subscribe and paid-up share capital of the company as on March 31, 2023 is Rs.
14,90,00,000/- (Rupees Fourteen Crore and Ninety Lakh Only) comprising 7,45,00,000 fully
paid equity shares of Rs. 2/- (Rupees Two Only) each.
DETAILS OF DIRECTORS /KMP APPOINTED/ RESIGNED DURING THE YEAR
During the financial year, following changes took place in the
composition of board of Directors of the Company:
1. Mrs. PreetiSaxena (DIN: 7597269) was appointed as an Additional
Independent Women Non Executive Director for a period of five years w.e.f 30th
August, 2022 and her was regularized by the Shareholders of the company in the 29th
Annual General Meeting held on September 30, 2022.
2. Ms. ArtiShrivastava (DIN: 08271421) an Independent Non-Executive
Director resigned as the director of the company w.e.f 17.10.2022.
3. Mr. Atul Mittal (DIN: 00223366) re-appointed as Chairman &
Managing Director of the Company for a period of 3(Three) years w.e.f 1stSeptember,
2022 which has been approved by the members of the company in the 29th Annual
General Meeting held on September 30, 2022.
Further, 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.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
All independent directors have given declarations to the effect that
they meet the criteria of independence with regard to integrity, expertise and experience
as laid down under Section 149(6) of the Companies Act, 2013 and provisions under SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR
The Board is of the opinion that all the independent directors
appointed are having good integrity and possess the requisite expertise and experience
(including the proficiency). Independent Directors have confirmed that they are not aware
of any circumstances or situation which exist or may be reasonably anticipated that could
impair or impact their ability to discharge their duties. Based on the declarations
received from the independent directors, the Board has confirmed that they meet the
criteria of independence and that they are independent of the management.
BOARD OF DIRECTORS MEETINGS
During the year 5(five) Board Meetings, 5(five) Audit Committee,
4(four) SRC Committee and 1(One) NRC Committee Meetings were convened and held. The
details of which are given in the Corporate Governance Report. The intervening gap between
the Meetings was within the period prescribed under the Companies Act, 2013.
AUDIT COMMITTEE
Pursuant to the provisions of section 177 of the Companies Act, 2013
and as per Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 presently the Audit Committee comprise the following members:- i) Mr.
Surender Kumar Gupta (Chairman) ii) Mr. Atul Mittal iii) Mr. Raman Ohri iv) Mrs.
PreetiSaxena^
^Appointed as Member w.e.f 30.08.2022.
AUDITORS
STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013,
M/s Kapil Kumar & Co. Chartered Accountants, (Firm Registration No. 006241N)
re-appointed as Statutory Auditors of the Company for a term of 5(five) consecutive years
from the conclusion of the 29th Annual General Meeting held on 30th
September, 2022 till the conclusion of 34th Annual General Meeting of the
Company to be held in the year 2027.
AUDITORS? REPORT
The Statutory Auditors of the Company has submitted their reports on
the standalone and consolidated Financial Statements of the Company for the financial year
ended 31st March, 2023. During the Financial Year, no instances of fraud have been
reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read
with rules framed thereunder, either to the Company or to the Central Government. The
observations made by the Auditors in its report on the standalone financial statement of
the Company and reply thereto by the management are here as under:
i. Originally the plant of the company was setup at NSEZ, Noida which
was later on shifted outside NSEZ during the FY 2017-18 and in march 2019 the company
further changed its business premises to Plot no 163, UdyogVihar, 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 recognized based on of useful
life and residual value estimated by the management, however in absence of necessary
evidence of same we are unable to comment on the possible impact arising out of the said
matter.
Reply: As per management opinion the impairment testing of PPE
requires hiring of independent professional firm to ascertain the condition of PPE,
however due to delayed availability of information and financial resources the impairment
testing process could not be undertaken.
ii. Balance of debtors are outstanding from long period and are subject
to confirmation and consequential effect if any on the financial statements remains
uncertain. The trade receivables of the company could not be verified as the confirmation
of balances have not been provided and made available to us. Trade receivables amounting
to Rs 639.04 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.
iii. The company has not followed the treatment for recognition and
re-measurement 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 re-measurement of employee
benefit costs as detailed in the Ind AS 19.
EMPHASIS OF MATTER i. We have not been provided with sufficient,
appropriate audit evidence relating to physical verification of fixed assets and
inventory. Pending completion of such verification, we are unable to comment on the
possible impact, it any, arising out of the said matters.
REPLY:-Fixed Assets and Inventories have been accounted for
correctly in the financial statements for the year ended 31.03.2022 and been relied upon
by the Auditors.
ii. The company had given loans and advances as on 31.03.2023 which are
outstanding from long time. In the absence of recovery and confirmation from the party, we
are unable to comment on the recoverability and consequential impact of reconciliation and
adjustment arising there from in the results, if any, is not ascertainable. Moreover, we
have not been provided with justification giving said advance and sufficient, appropriate
audit evidence relating to verification of the same. Pending completion of such
verification/ reconciliation, we are unable to comment on the possible impact, it any,
arising out of the said matters.
REPLY: The advances are given in connection with business of the
company, to restore the business operations of the company have been accounted for
correctly in the financial statements.
iii. As of 31st March 2023, inventories amounting to Rs
25.32 lacs and as no business activity has been taken out during the year, the inventories
have not been used for a long period of time, the company may provide for if any inventory
item is damaged or has become obsolete or if the selling price has declined.
REPLY: As the Company is having a Inventories amounting to Rs.
25.31Lacs 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.
iv. We have not been provided with the internal audit report.
REPLY: The Company had appointed an Internal Auditor, as during the
current Financial Year there were no manufacturing and other operations so internal audit
report is not given.
v. We have not been provided with sufficient, appropriate audit
evidence relating to classification of trade payable dues to MSME and trade payable dues
other than MSME. Pending completion of such verification/ reconciliation, we are unable to
comment on the possible impact, it any, arising out of the said matters.
REPLY: As the Company is not having any trade payable dues to MSME,
same have not been provided to the Auditors. As per the information provided by the
management regarding trade payables dues other than MSME have been accounted for correctly
in the financial statements for the year ended 31.03.2023 and been relied upon by the
Auditors.
vi. Balance of trade payables are outstanding from long period and are
subject to confirmation and consequential effect if any on the financial statements
remains uncertain. The trade payables of the company could not be verified as the
confirmation of balances have not been provided and made available to us.
REPLY: As per the information provided by the management the
Outstanding balances of Trade payables, have been accounted for correctly in the financial
statements for the year ended 31.03.2023 and have been relied upon by the Auditors.
vii. Confirmation of balances of security deposits, balances with
government authorities, bank balances, Bank FDRs have not been provided to us, we are
unable to comment on the possible impact, it any, arising out of the said matters.
REPLY: As per the information provided by the management the
balances, security deposits, balances with government authorities have been accounted for
correctly in the financial statements for the year ended 31.03.2023 and have been relied
upon by the Auditors.
viii. As informed to us the bank accounts of the company were put on
debit freeze by EPF department and we have not been provided with detailed explanation
regarding the litigation with the EPF department. Moreover, several litigations are
ongoing with the Income Tax Department against which the company has also deposited Rs
118.67 lacs for different financial years under protest, however we have not been provided
with details and current status of the said litigations. We are unable to comment on
possible impact, if any arising out of the said matter.
REPLY: As per the information provided by the management, The Bank
Accounts of the Company are operational now. Further, The Company is in discussion with
the department to finalize the ongoing litigations.
SECRETARIAL AUDIT
Pursuant to provisions of Section 204 of the Companies Act, 2013 and
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the
Company has appointed M/s. DMK Associates, Company Secretaries, as Secretarial Auditor to
undertake the Secretarial Audit of the Company for the FY 2022-23.
The Secretarial Audit Report for the financial year 2022-23 submitted
by them in prescribed Form MR-3 has been annexed hereto marked as ANNEXURE-1 and
forms an integral part of this report. The Secretarial Auditor has made certain
observations. The observations and reply thereto are as under:
OBSERVATIONS
The audited financial Results for the financial year ended March 31,
2022 were approved by the Board of Directors in its meeting held on May 30, 2022 and the
said audited financial Results were submitted to BSE on June 08, 2022 leading to a delay
of 9 days in the submitting the aforesaid audited financial results which is in violation
of Regulation 33(d) of SEBI LODR . The BSE had levied a fine of Rs. 53,100/-(inclusive of
18% GST)on the Company for the aforesaid violation and the aforesaid fine has been paid by
the company.
REPLY: The board meeting to consider and approved the results was
earlier scheduled to be held 27.05.2022 for which intimation as also given to the Stock
Exchange, however due to the ill health of Mr. Atul Mittal, Managing Director of the
Company, the meeting was adjourned for which intimation to Stock exchange was made on
27.05.2022. Due to the aforesaid reason, there was delay in submitting the audited
financial results for the quarter ended March 31, 2022. The Fine levied by the Stock
exchange has been paid by the Company.
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 2022-23.
INTERNAL AUDIT
Pursuant to the provisions of Section 138 of the Companies Act, 2013
read with relevant applicable rules your company was required to appoint an Internal
Auditor. Further the Board of Directors has appointed Mr. Debananda Nayak, Company
Secretary in Practice (C.P. No- 15188) as Internal Auditor of the Company.
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.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(3)(c) read with Section 134(5) of Companies
Act, 2013, Your Directors state that:-
a. in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
b. the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the end of the
financial year March 31, 2023 and of the loss of the company for that period;
c. the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
d. the directors had prepared the annual accounts on a going concern
basis;
e. the Directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively. and
f. the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
EXTRACT OF ANNUAL RETURN
In terms of Section 92(3) of the Companies Act, 2013 Annual return of
the Company for the financial year ending March 31, 2023 will be available on the
Company?s website www.samtexfashions.com under Investor Information once its filed
with the Registrar of Companies after the ensuing Annual General Meeting.
MATERIAL CHANGES
No Material changes and commitments have occurred between the end of
the financial year of the Company to which the financial statements relate and the date of
the report, which may affect the financial position of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Since the company has no business operations during the year, the
company was not required to provide the details of conservation of energy, technology
absorption, foreign exchange earnings and outgo in terms of Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
POLICY OF THE COMPANY
Your company has an elaborate Risk Management Framework, which is
designed to enable risks to be identified, assessed and mitigated appropriately. A
detailed exercise is being carried out to identify, evaluate, manage and monitor
non-business risks. The Company through Board and Audit Committee oversees the Risk
Management process including risk identification, impact assessment, effective
implementation of the mitigation plans and risk reporting. Risk Management forms an
integral part of the Company?s planning process.
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197(12) OF THE COMPANIES
ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014
Particulars of Employees pursuant to Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is attached hereto as ANNEXURE-2 which forms part of this
report.
PUBLIC DEPOSITS
The Company has not invited or accepted fixed deposits from public
during the financial year ended March 31, 2023, under Chapter V of the Companies Act, 2013
and the Rules made there under.
RELATED PARTY TRANSACTIONS
During the year, the Company has not entered into contract, arrangement
and transactions with related parties. All transactions with related parties are of
previous years which were in the ordinary course of business and on arm?s length
basis and none of the contract, arrangement and transactions could be considered material
as covered under Section 188 (1) of the Companies Act, 2013. Accordingly, the disclosure
of Related Party Transactions in Form AOC-2 is not applicable and hence does not form part
of this report.
LOANS, GUARANTEES AND INVESTMENT
During the financial year, company has not made any fresh investments
nor have provided any new loan or Guarantee.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/
COURTS/TRIBUNALS
On 1.08.2018, SSA International Limited, wholly owned subsidiary of the
company, received a demand notice from State Bank of India, Stressed Assets Management
Branch-I .Demand Notice stated that SBI, the Lead bank has initiated action under
Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest
Act, 2002 and in exercise of powers conferred under section 13(2) read Rule 3 of Security
Interest (Enforcement) Rules,2002 called upon the borrower /guarantors/ Mortgagors to
repay the debt amounting to Rs. 632,05,29,655/- with in sixty days from the receipt of the
notice. If SSA International Limited fails to pay the said amount in the stipulated time,
the bank will take the possession of the property mortgaged as mention in the said Notice.
The said action of SBI, the lead bank initiated under SARFASSI Act 2002
to repay the debt has been challenged by SSA International Ltd, in the concerned court,
and matter is still under dispute. And the Counter Claims have been filed to the claims
filed by the lead bank and other member banks.
Further notices from SBI Lead bank and other Member banks for
possession of Properties and declaring promoters as willful defaulters were received. The
Management of SSA is approaching the banks for One Time Settlement and the same is pending
for negotiations. Furthermore, IDBI Bank has taken the possession of the property of SSA
International Limited situated at Village Patti Kalyana Tehsil Samalkha District Panipat,
on 12.03.2021.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
During the financial year, there were no manufacturing and other
operations. The Internal Financial Control System is adequate and relevant to the existing
operations.The Company has in all material respects an adequate internal financial control
system over financial reporting and such internal financial controls over financial
reporting were operating effectively as at March 31, 2023.
NOMINATION & REMUNERATION POLICY
The Company has a Remuneration Policy in place encompassing the
appointment andremuneration philosophy of the Company. The Policy comprises of the various
elements and terms of appointment. The current policy is to have an appropriate mix of
executive, non executive and independent directors to maintain the independence of the
Board and separate its functions of governance and management. The Company has framed a
Nomination and Remuneration Policy pursuant to the provisions of Section 178 of the
Companies Act, 2013. The details of policy are mentioned in Corporate Governance Report.
The Policy of the Company is available on company website at www.samtexfashions.com
MANAGEMENT DISCUSSION AND ANALYSIS
As required by Regulation 34 read with Part B of Schedule V of the SEBI
(Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Management?s
Discussion & Analysis Report is annexed to this Annual report.
CORPORATE GOVERNANCE
The Company is committed to maintain the standards of Corporate
Governance and adhere to the Corporate Governance requirements set out by SEBI.
As required under SEBI (Listing Obligation & Disclosure
Requirements) Regulations, 2015 a separate report on Corporate Governance report along
with Certificate on its compliance is annexed with this Annual Report.
CREDIT RATING
The credit rating was get suspended in the financial year 2016-17 and
presently not applicable.
INDUSTRIAL RELATIONS
The Industrial relations remained cordial during the year under review.
SUBSIDIARIES
The Company has two subsidiaries namely, M/sSSA International
Limited and M/sArlin 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 this report as ANNEXURE-3.
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.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company was not required to constitute corporate social
responsibility committee pursuant to section 135 of the Companies Act, 2013.
POLICIES AND WEB ADDRESS
As per the regulations of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 all listed entities are required to formulate certain
policies. All such policies are available on our website i.e. www.samtexfashions.com. Key
policies that have been adopted by the Board are as follows:
| Name of the |
Brief description |
Web link |
| Policy |
|
|
| 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 |
https://www.samtexfashion s.com/info/policiescodes-
related-documents |
| Board Diversity |
To ensure a transparent Board nomination process with the
diversity of thoughts, experience, knowledge, |
https://www.samtexfashion s.com/info/policiescodes-
related-documents |
| Policy on Preservation of Documents Policy- Dealing with
Related Parties Policy on Material Subsidiary |
perspective and gender in the Board This policy deals with
the retention and archival of corporate records of the Company This policy regulates all
the transactions between the Company and its related parties This policy deals with
determination of Material Subsidiaries of Samtex Fashions Limited in terms of SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015 (SEBI LODR) |
https://www.samtexfashion s.com/info/policiescodes-
related-documents https://www.samtexfashion s.com/info/policiescodes- related-documents
https://www.samtexfashion s.com/info/policiescodes- related-documents |
| Materiality of Events |
The objective of the policy is to determine materiality of
events or information of the Company and to ensure that such information is adequately
disseminated in pursuance with the Regulations and to provide an overall governance
framework for such determination of materiality. |
https://www.samtexfashion s.com/info/policiescodes-
related-documents |
| Risk Management Policy |
The objective of Risk Management Policy at Samtex Fashions
Limited is to create and protect shareholder value by minimizing threats or losses, and
identifying and maximizing opportunities. |
https://www.samtexfashion s.com/info/policiescodes-
related-documents |
| Archival Policy |
The objective of the this policy is to cover all events or
Information which has to be disclosed to Stock Exchange(s) |
https://www.samtexfashion s.com/info/policiescodes-
related-documents |
COMPLIANCE OF SECRETARIAL STANDARD
The Company has complied with all applicable provisions of Secretarial
Standards 1 and 2 as issued by the Institute of Company Secretaries of India and notified
by the Central Government.
PREVENTION OF SEXUAL HARRASMENT AT WORKPLACE
During the year, provisions of Sexual Harassment at Workplace wasnot
applicable.
CODE OF CONDUCT
In compliance with Regulation 26(3) of the SEBI (Listing Obligation
and Disclosure Requirements) Regulation, 2015 and the Companies Act, 2013, the Company
has framed and adopted a code of conduct. The code is applicable to the members of the
Board and all employees of the Company.
The Board Members have affirmed compliance with the Code of Conduct for
the period ended March 31, 2023.
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 Company is
INE931D01020
STOCK EXCHANGE LISTING
The Equity shares of your Company are listed at: The BSE Limited(BSE),
Mumbai.
GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review: ? Issue of equity shares with differential rights as to dividend,
voting or otherwise. ? Issue of shares (including sweat equity shares) to employees of the
company under any scheme. ? The company does not have any scheme of provision of money for
the purchase of its own shares by employees or by trustees for the benefit of employees. ?
No transfer was made to the investor education and protection fund against the unclaimed
dividend or shares during the year. ? No application has been made or proceeding is
pending against the company under the insolvency and bankruptcy code, 2016 during the
year.
? There are no details of difference between amount of the valuation
done at the time of one-time settlement and the valuation done while taking loan from the
banks or financial institutions along with the reasons thereof.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their gratitude to members,
business associates, various agencies of the Government, Financial Institutions and Banks
for all the help and Cooperation extended by them to the Company.
They also acknowledge with appreciation the devoted services rendered
by the workers, staff and Executives at all levels of the Company. The Directors
appreciate and value the contribution made by every member of the Samtex family.
|
For and on behalf of the Board of Directors |
|
For SAMTEX FASHIONS LIMITED |
| Date: 04.09.2023 |
|
| Place: New Delhi |
|
|
SD/- |
+91-9892691696
