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Samtex Fashions Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 11.03 Cr. P/BV -0.05 Book Value (Rs.) -32.16
52 Week High/Low (Rs.) 3/1 FV/ML 2/1 P/E(X) 0.00
Bookclosure 28/09/2024 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2025-03 

The Board of Directors hereby submits the 32nd Annual Report of your Company together with the Audited
Accounts of the Company for the financial year ended 31st March, 2025.

FINANCIAL RESULTS

The Financial Results for the year’s operation and the comparative figures of the previous year are
summarized below:

Particulars

Standalone

Consolidated

FY 2024-25

FY 2023-24

FY 2024-25

FY 2023-24

Revenue from operations

-

-

-

-

Income

0.22

0.76

3.13

4.01

Total Income

0.22

0.76

3.13

4.01

Total Expenditure

29.80

32.75

42.68

480.74

Net Profit/(Loss) Before Tax
and exceptional item

(29.57)

(31.99)

(39.56)

(476.73)

Exceptional Item

-

-

-

-

Net Profit Before Tax

(29.57)

(31.99)

(39.56)

(476.73)

Current Tax

-

-

-

-

Deferred Tax

-

-

-

-

Earlier Tax Adjusted

-

-

-

-

Profit / (Loss) after Tax

(29.57)

(31.99)

(39.56)

(476.73)

Total Comprehensive
Income/(Loss) for the year

(29.23)

(31.94)

(28.08)

(468.65)

The Company does not propose any transfer to General Reserve.

REVIEW OF OPERATIONS & FUTURE PROSPECTS:

There was not any manufacturing and other business operations in the company throughout the year and
Company has incurred Net Comprehensive Loss after the exceptional items amounting
to Rs. 29.23 Lakhs as compare to a Net Comprehensive Loss of Rs. 31.94 lakhs in previous financial year.
In Company’s Wholly Owned Subsidiary namely M/s SSA International limited, there was no
manufacturing activities in the plants and was already Non Performing Asset (“NPA“) as declared by the
lenders/ banks.

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

DIVIDEND

There are no earnings in the company the Directors regret their inability to recommend any dividend for
the year 2024-25.

CHANGE IN NATURE OF BUSINESS, IF ANY

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

SHARE CAPITAL

During the financial year, there has been no change in the authorised/issued/subscribed and paid-up share
capital of the company. The issued, subscribe and paid-up share capital of the company as on March 31,
2025 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, Mrs. Pankila (DIN: 10752243) and Ms. Shweta Gautam (DIN: 10679234) were
appointed w.e.f 31st August, 2024 as Non-Executive, Independent Directors of the Company. Meanwhile
Mr. Surendra Kumar Gupta and Mr. Raman Ohri ceased to be the directors of the Company w.e.f 29th
September, 2024.

Further, Ms. Rinki Rani resigned as the Company Secretary and Compliance Officer w.e.f. March 31, 2024
and later joined back w.e.f 20th June 2024.

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

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

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

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS APPOINTED DURING
THE YEAR

The Board is of the opinion that all the independent directors appointed are having good integrity and
possess the requisite expertise and experience (including the proficiency). Independent Directors have
confirmed that they are not aware of any circumstances or situation which exist or may be reasonably
anticipated that could impair or impact their ability to discharge their duties. Based on the declarations
received from the independent directors, the Board has confirmed that they meet the criteria of
independence and that they are independent of the management.

BOARD OF DIRECTORS MEETINGS

During the year 6 (Six) Board Meetings, 5 (Five) Audit Committee, 3 (Three) SRC Committee and 3
(Three) 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. Pankila (Chairperson)

ii) Mr. Atul Mittal

iii) Ms. Shweta Gautam

iv) Mrs. Preeti Saxena

• Mr. Surendra Kumar Gupta and Mr. Raman Ohri ceased to be the directors of the Company w.e.f.
29th September, 2024 therefore they ceased to be a member of the Committee also.

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, 2025. During the Financial
Year, no instances of fraud have been reported by the Statutory Auditors under Section 143(12) of the

Companies Act, 2013 read with rules framed thereunder, either to the Company or to the Central
Government.

The observations made by the Auditors in its report on the standalone financial statement of the Company
and reply thereto by the management are here as under:

i. Originally the plant of the company was setup at NSEZ, Noida which was later on shifted outside NSEZ
during the FY 2017-18 and in March 2019 the company further changed its business premises from time to
time and since then no manufacturing activity has been carried on. The Company is required to determine
impairment in respect of fixed assets, However the Company has not done impairment testing. In the
absence of any working for impairment of the fixed assets as per Ind AS 36, the impact of impairment, if
any on the financial statements is not ascertainable. The depreciation has not been charged on its property,
plant and equipment during the year ending 31st March, 2025.

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. Depreciation has not been
charged on property, plant, and equipment for the year ended 31st March 2025. This is primarily due to the
cessation of manufacturing operations since March 2019. The management is in the process of evaluating
the future utilization and realizable value of these assets.

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 587.34lacs which are long overdue and not provided for. Allowance for
expected credit loss have not been recognized on these financial assets. The company has neither carried
out impairment exercises of Trade Receivables nor provided for the same and recognized the same as non¬
current assets since long outstanding. In the absence of recovery and confirmation from the party, we are
unable to comment on the recoverability and consequential impact of reconciliation and adjustment arising
there from in the results, if any, is not ascertainable.

Reply: The Management is trying to recover the debts hence no provision is required to be made.

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

Reply: The Company has not undertaken any business activity during the year and moreover majority of
the employees of the company left the company and their dues are settled full and final over the period of
time. Considering this fact, the company has not followed the treatment for recognition and remeasurement
of employee benefit costs as detailed in the Ind AS 19.

Emphasis of Matter

i. The company had already given a corporate guarantee for an amount of Rs 807.46 crores against secured
loans taken by its wholly owned subsidiary, namely M/s SSA International Limited, which has been
classified as nonperforming assets by the banks. The company has also received the notice u/s 13(2) of the
SARFAESI Act 2002 from consortium of banks for revocation of its corporate guarantee. The company
has also received a notice from IDBI Bank Ltd as to why the company along with its subsidiary SSA
International Ltd (Main Borrower) and others should not be declared as willful defaulters. The consortium
bankers have filed a petition against the holding company and its subsidiary M/s SSA International Limited
regarding recovery of the outstanding dues, before the Debt Restructuring Tribunal-II, Delhi, and the
company has received an intimation vide O.A 530/18 dated 24/05/2018. Further, IDBI Bank has declared
the main borrower (M/s SSA International Ltd), its directors and Guarantors (including M/s Samtex
Fashions Ltd) as willful defaulters in terms with RBI Guidelines. The updated details of proceedings against
the company and its subsidiary M/s SSA International Ltd has not been made available, in absence of such
details we are unable to comment on the possible impact, it any, arising out of the said matters.

REPLY: The Company is trying to settle down the matter after taking the necessary actions required in this
regard.

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

REPLY: Fixed Assets and Inventories have been accounted for correctly in the financial statements for the
year ended 31.03.2025 and been relied upon by the Auditors.

iii. The company had given loans and advances as on 31.03.2025 which are outstanding from long time. In the
absence of recovery and confirmation from the party, we are unable to comment on the recoverability and
consequential impact of reconciliation and adjustment arising there from in the results, if any, is not
ascertainable. Moreover, we have not been provided with justification giving said advance and sufficient,
appropriate audit evidence relating to verification of the same. Pending completion of such verification/
reconciliation, we are unable to comment on the possible impact, it any, arising out of the said matters.

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

iv. As of 31st March 2025, inventories amounting to Rs 25.32 lacs and as no business activity has been taken
out during the year, the inventories have not been used for a long period of time, the company may provide
for if any inventory item is damaged or has become obsolete or if the selling price has declined.

REPLY: As the Company is having an Inventories amounting to Rs. 25.32 Lacs and the same have not
been used for the long period of time. The above mentioned Inventory items are not damaged or have
become obsolete, and the Company is taking care for the inventories.

v. The Company has outstanding balance of amounting Rs. 132.28 Lacs of deferred tax assets upto March 31,
2025, in absence of probable certainty and convincing evidence for taxable income in future, we are unable
to ascertain the extent to which these deferred tax assets can be utilized.

REPLY: The management is making continuous efforts to restore the business operations of the company
and is hopeful of future taxable income against which the deferred tax assets so created will be utilized.

vi. Balances of input tax credit under goods and service tax are not in confirmation with balances as appearing
in the online portal.

REPLY: The management can provide necessary information in this regard.

vii. The Identification and classification of trade payable dues to MSME and trade payable dues other than
MSME of Micro, Small and Medium enterprises is based on the management's knowledge of their status.

REPLY: The Company has identified and classified trade payables to MSME and other trade payables
based on the information available with the management and necessary confirmations obtained from the
vendors.

viii. 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 31.03.2025 and have been
relied upon by the Auditors.

ix. 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
31.03.2025 and have been relied upon by the Auditors.

x. 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
2024-25.

The Secretarial Audit Report for the financial year 2024-25 submitted by them in prescribed Form MR-3
has been annexed hereto marked as ANNEXURE-I and forms an integral part of this report. The Secretarial
Auditor has made certain observations. The observations and reply thereto are as under:

OBSERVATIONS

1. Mr. Atul Mittal, Managing Director of the Company has signed the financial statements in the capacity of
Managing Director and Chieffinancial officer of the Company which is not as per Regulation 78 of table
F Schedule I of the Act.

REPLY: In the absence of a suitable candidate, Mr. Atul Mittal had been designated as the Chief Financial
Officer of the Company and he has signed the financial statement in that capacity pursuant to Section 134
of the Companies Act, 2013. The Company is in process of finding suitable candidate for the position of
Chief Financial Officer. Once the Company finds such a person and appoint them on the aforesaid
designation, the observation shall be closed.

Further, Secretarial Audit of the material unlisted subsidiary Company viz. SSA International Limited for
the financial year ended March 31, 2025, as required under Regulation 24A of SEBI Listing Regulations,
has been conducted by M/s. DMK Associates, Company Secretaries. The said Secretarial Audit Report is
annexed herewith as Annexure - II. The observations and reply thereto are as under:

OBSERVATIONS

1. The Company has not appointed Internal Auditors as required under Section 138 of the Act.

REPLY: The consortium member banks have transferred the assets of the Company to National Assets
Reconstruction Company Limited (NARCL) and as the Company’s manufacturing unit located at 67th
Milestone, Samalkha District, Panipat, Haryana, has been taken over by the Bank and accordingly there is
no operation and any activity in the Company from August 2017. Since in the Company there is no activity,
hence the appointment of Internal Auditor was not made.

Further, the Secretarial Audit of the material unlisted subsidiary Company viz. Arlin Foods Limited for the
financial year ended March 31, 2025, as required under Regulation 24A of SEBI Listing Regulations, has
been conducted by M/s. Vijay Jain & Co., Company Secretaries. The said Secretarial Audit Report is
annexed herewith as Annexure - III and it does not contain any qualification, reservation, adverse remark
or disclaimer.

MAINTENANCE OF COST RECORDS

Pursuant to Section 148(1) of the Companies Act, 2013 and rules made there under and with Cost
Accounting Records Rules 2011, the Company is exempted to maintain Cost Records for the financial year
2023-24.

INTERNAL AUDIT

Mr. Debananda Nayak, Company Secretary in Practice (C.P. No- 15188), have been appointed as the
Internal Auditor for the financial year 2024-25 to review the function of Internal Control System of the
Company and to report thereon.

BOARD EVALUATION

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own
performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013
states that the performance evaluation of independent directors shall be done by the entire Board of
Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a
whole was conducted based on the criteria and framework adopted by the Board and as collated by
Nomination and Remuneration Committee and the Board expressed its satisfaction.

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

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) read with Section 134(5) of Companies Act, 2013, Your Directors state that:-

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along
with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year March 31, 2025 and of the loss of the company for that
period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of this Act for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis;

e. the Directors, had laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively. and

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

WEBLINK OF ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 Annual return of the Company for the financial year
ending March 31, 2025 will be available on the Company’s website www.samtexfashions.com under
Investor Information once it’s filed with the Registrar of Companies after the ensuing Annual General
Meeting.

MATERIAL CHANGES

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

Since the company has no business operations during the year, the company was not required to provide
the details of conservation of energy, technology absorption, foreign exchange earnings and outgo in terms
of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY

Your company has an elaborate Risk Management Framework, which is designed to enable risks to be
identified, assessed and mitigated appropriately. A detailed exercise is being carried out to identify,
evaluate, manage and monitor non-business risks. The Company through Board and Audit Committee
oversees the Risk Management process including risk identification, impact assessment, effective
implementation of the mitigation plans and risk reporting. Risk Management forms an integral part of the
Company’s planning process.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197(12) OF THE COMPANIES
ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Particulars of Employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached hereto
as ANNEXURE-IV which forms part of this report.

PUBLIC DEPOSITS

The Company has not invited or accepted fixed deposits from public during the financial year ended March
31, 2025, 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.

DISCLOSURE UNDER SUB-SECTION (12) OF SECTION 143 OF THE COMPANIES ACT, 2013

No report under sub-section (12) of section 143 of the Companies Act has been filed as prescribed under
rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and
upto the date of this report. Therefore no disclosure is required in this regard.

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, 2025.

NOMINATION & REMUNERATION POLICY

The Company has a Remuneration Policy in place encompassing the appointment and remuneration
philosophy of the Company. The Policy comprises of the various elements and terms of appointment. The
current policy is to have an appropriate mix of executive, non-executive and independent directors to
maintain the independence of the Board and separate its functions of governance and management.

The Company has framed a Nomination and Remuneration Policy pursuant to the provisions of Section
178 of the Companies Act, 2013. The details of policy are mentioned in Corporate Governance Report. The
Policy of the Company is available on Company website at www.samtexfashions.com

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Regulation 34 read with Part B of Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Management’s Discussion & Analysis Report is annexed
to this Annual report.

CORPORATE GOVERNANCE

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

As required under SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 a separate
report on Corporate Governance report along with Certificate on its compliance is annexed with this Annual
Report.

CREDIT RATING

The credit rating was suspended in the financial year 2016-17 and presently not applicable.
INDUSTRIAL RELATIONS

The Industrial relations remained cordial during the year under review.

SUBSIDIARIES AND ASSOCIATES

The Company has two material subsidiaries namely, M/s SSA International Limited (SSA) and M/s Arlin
Foods Limited (Arlin). During the year, the Board of Directors (‘the Board’) reviewed the affairs of the
subsidiaries. As per Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules,
2014, a Consolidated Financial Statement of the Company and its subsidiary has been prepared and attached
to the Standalone Financial Statement of the Company.

The Consolidated Financial Statements have been prepared in accordance with the relevant accounting
standards and in terms of the applicable provisions of Section 136 of the Act, Financial Statements of SSA
and Arlin for the financial year ended on March 31, 2025 are available on the Company’s website viz.
https://www.samtexfashions.com/info/subsidiary-companies.

Pursuant to the provisions of the rule 8 of Companies (Accounts) Rules, 2014, Form AOC-1 annexed to
this report as ANNEXURE-V.

The accounts of the Subsidiaries are also available for inspection for shareholders /members /investor,
during the business hours at the registered office of the company.

The Company does not have any associate or joint venture company during the year under review.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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

POLICIES AND WEB ADDRESS

As per the regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 all
listed entities are required to formulate certain policies. All such policies are available on our website i.e.
www.samtexfashions.com. Key policies that have been adopted by the Board are as follows:

Name of the
Policy

Brief description

Web link

Vigil Mechanism
Policy

The Vigil (Whistle Blower) Mechanism
aims to provide a channel to the
Directors and employees to report
genuine concerns about unethical
behavior, actual or suspected fraud or
violation of the Codes of Conduct or
policy. No person has been denied the
direct access to the Board in this regard.

https: //www .samtexfashions.co

m/info/policiescodes-related-

documents

Board Diversity

To ensure a transparent Board
nomination process with the diversity of
thoughts, experience, knowledge,
perspective and gender in the Board

https: //www .samtexfashions.co

m/info/policiescodes-related-

documents

Policy on
Preservation of
Documents

This policy deals with the retention and
archival of corporate records of the
Company

https: //www .samtexfashions.co

m/info/policiescodes-related-

documents

Policy- Dealing
with Related
Parties

This policy regulates all the transactions
between the Company and its related
parties

https: //www .samtexfashions.co

m/info/policiescodes-related-

documents

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)

https: //www .samtexfashions.co

m/info/policiescodes-related-

documents

Materiality of
Events

The objective of the policy is to
determine materiality of events or
information of the Company and to
ensure that such information is
adequately disseminated in pursuance
with the Regulations and to provide an
overall governance framework for such
determination of materiality.

https: //www .samtexfashions.co

m/info/policiescodes-related-

documents

Risk Management
Policy

The objective of Risk Management
Policy at Samtex Fashions Limited is to
create and protect shareholder value by
minimizing threats or losses, and
identifying and maximizing
opportunities.

https: //www .samtexfashions.co

m/info/policiescodes-related-

documents

Archival Policy

The objective of the this policy is to
cover all events or Information which
has to be disclosed to Stock Exchange(s)

https: //www .samtexfashions.co

m/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.

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,
2025.

DEMATERIALIZATION OF SHARES AND DEPOSITORY SYSTEM

Your Company’s shares are participating both with National Securities Depository Ltd. (NSDL) and
Central Depository Services (India) Ltd. (CDSL). The ISIN number of the Company is INE931D01020.

STOCK EXCHANGE LISTING

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

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there
were no transactions on these items during the year under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the company under any scheme.

• The company does not have any scheme of provision of money for the purchase of its own shares
by employees or by trustees for the benefit of employees.

• No transfer was made to the investor education and protection fund against the unclaimed dividend
or shares during the year.

• No application has been made or proceeding is pending against the company under the insolvency
and bankruptcy code, 2016 during the year.

• There are no details of difference between amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan from the banks or financial institutions along
with the reasons thereof.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR

Mrs. Pankila and Ms. Shweta Gautam were appointed as an Independent Director of the Company w.e.f.
31st August, 2024. Statement regarding opinion of the Board with regard to integrity, expertise and
experience (including the proficiency) was obtained from the Board.

DETAILS OF SEXUAL HARRASMENT

i. number of complaints of sexual harassment received in the year: NIL

ii. number of complaints disposed off during the year: NIL

iii. number of cases pending for more than ninety days: NIL

STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE OF THE
PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961

Not Applicable for this current year.

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: 29.08.2025
Place: New Delhi

SD/-
Atul Mittal
Chairman & Managing Director
DIN: 00223366


 
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