Directors Report of Samtex Fashions Ltd.

Mar 31, 2016

DIRECTORS’ REPORT

To,

The Members,

The Board of Directors hereby submit the 23^rd Annual Report of your Company together with the Audited Accounts of the Company for the year ended 31st March’ 2016.

FINANCIAL RESULTS

Rs. In Lakhs

PARTICULARS	2015-2016	2014-2015
Sales and other Income	8538.15	10551.50
Profit before tax, interest, depreciation and write offs	530.85	720.03
Interest & Financial Expenses	312.14	416.66
Depreciation	102.64	104.79
Profit Before Tax	116.07	198.58
Provision for Taxation :
Current	19.90	11.95
Deferred	(15.41)	(9.03)
Earlier year	-	-
Profit after Tax	108.38	188.60
Balance of Profit from Previous Years	3162.70	2974.10
Balance of Profit carried forward	3271.08	3162.70

The company does not propose any transfer to General Reserve.

REVIEW OF OPERATIONS & FUTURE PROSPECTS:

The Gross Sales and other Income for the year ended 31st March, 2016 stood at Rs. 8538.16 lakhs and Net Profits at Rs. 108.38 Lakhs as compared to Rs. 10551.50 lakhs and Rs. 188.60 lakhs respectively in the previous year.

The international economic conditions especially in US are becoming more tough for survival. Board of Directors are finding it difficult as there is no sign of improvement in the years to come.

The Board of Directors in their meeting held on 28^th May, 2016 discussed and decided to stop the production activity at its unit at NSEZ, Noida. A proposal for setting other business activity was placed. After some developments the manufacturing activities at NSEZ Noida unit were partially resumed.

Your Company’s Wholly Owned Subsidiary namely SSA International Limited has achieved a Turnover of Rs. 1629.00 crores and Net Profit of Rs.7.21 crores. As you are already aware that Company’s other wholly owned Subsidiary namely Arlin Foods Limited (formerly known as Sam Buildcon Limited) is not operational. Your Board is exploring new avenues for business. Your Directors further inform that on 9^th July 2016 the Flood Water entered the Mandideep Plant of SSA International Limited, and there were losses of Inventory and some assets. The Insurance Surveyors are assessing the Losses.

MATERIAL CHANGES

During the year under review your company has sub-divided its share capital from 1 (one) Equity share having a face value of Rs. 10/- each into 5 (five) Equity Shares of the face value of Rs.2/- each.

As a result of such sub division the Authorized Share Capital of the company has been changed from 1,60,00,000 (One Crores Sixty Lakhs) Equity shares of Rs. 10/- each into 8,00,00,000 (Eight Crores) equity shares of Rs. 2/- (Rupees Two) each.

DIVIDEND

In order to conserve and strengthen the financial resources of the Company, the Directors regret their inability to recommend any dividend for the year 2015-2016.

DIRECTORS

Your Director Mr. Atul Mittal retires this year by rotation in accordance with the Articles of Association of the Company and being eligible offers himself for re-appointment.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149 (6) of the Companies Act, 2013.

BOARD OF DIRECTORS MEETINGS

During the year 7 (Seven) 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 the Audit Committee has comprise the following members:-

i) Mr. S.K. Gupta

ii) Mr. Raman Ohri

iii) Mr. Atul Mittal AUDITORS

STATUTORY AUDITORS

Pursuant to Section 139 of the Companies Act, 2013, Aggarwal & Rampal, Chartered Accountants, were appointed as Statutory Auditors in the 21^st Annual General Meeting until the conclusion of 24^th Annual General Meeting to be held in the calendar year 2017(subject to ratification of their appointment at every Annual General Meeting) at such remuneration as shall be fixed by the Board. In terms of the first proviso to section139 of the Companies Act, 2013 the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of Aggarwal & Rampal, Chartered Accountants as statutory auditors of the Company, is placed for ratification by the shareholders. 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 2015-16.

The Secretarial Audit Report for the Financial Year 2015-16 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:

Qualifications/Observations

1. According to Section 178 of the Act and Regulations 19 of LODR, there must be minimum three Non-executive directors to constitute the Nomination and Remuneration Committee(NRC) whereas NRC of the Company is comprises of only two Non-executive Directors.

The Company’s Board comprises of four numbers of Directors, with two Executive Promoter Directors and two Independent Non Executive Directors. The Company is in the process of appointing one more non executive director in the Board shortly.

2. It is observed that 100% promoter’s equity shares in the company are in not in dematerialized form as required under Regulation 31 of SEBI (Listing Obligation and Disclosure Requirement), 2015 (LODR).

As on 31^st March, 2016 the equity share capital in non dematerialized form belonging to Promoter Category, have been shifted to others category and share holding pattern submitted to stock exchange for the period ended 31.03.2016 contains promoters equity as 100% De materialized form and is in compliance of Regulation 31 of SEBI (Listing Obligation and Disclosure Requirement), 2015 (LODR).

3. The constitution of Internal Complaints Committee (ICC) is not in accordance with Section 3 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013.

The company is in the process of appointing one member from NGO to make the constitution of Internal Complaints Committee in compliance of Section 3 of the Sexual Harassment of Women at Workplace ( Prevention, Prohibition and Redressal) Act, 2013.

4. The company has not attached Form AOC-2 relating to transactions incurred on arm length basis in the ordinary course of business as an annexure to Board report for the FY 2014-2015.

During the Financial Year 2014-15, all the transactions with the related parties were in ordinary course of business and on arm’s length basis, hence, were out of the purview of Section 188 of the Act. Further all transactions with related parties were also reviewed by the Audit Committee of the Board. The AOC-2 relating to transactions for the Financial Year 2015-16 is attached with this Board’s Report.

5. The Company has received a notice u/s 7A of Employees’ Provident Fund & Miscellaneous Provisions Act, 1952 from Employees’ Provident Fund Organization (EPFO) dated 05.08.2015 for determination of PF amount and thereafter received demand notice dated 11.07.2016 of Rs.6,11,93,017/-. Thereafter the Company has fled an appeal with Employees’ Provident Fund Organization Tribunal (EPFOT) which was heard on 22.07.2016, EPFOT waived the pre deposit of said demand and stayed the impugned order of EPFO dated 11.07.2016 till further orders.

Your Company after receiving the notice from EPFO filed the appeal with Employees’ Provident Fund Organization Tribunal (EPFOT) which was heard on 22.07.2016, EPFOT waived the pre deposit of said demand and stayed the impugned order of EPFO dated 11.07.2016 till further orders. Presently the matter is pending with EPFOT.

INTERNAL AUDIT

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

AUDITORS’ REPORT

The Statutory Auditors of the Company has submitted their reports on the standalone and consolidated Financial Statements of the Company for the Financial Year ended 31^st March, 2016. The Auditor has made certain observations. The observations and reply thereto are as under:

Qualifications/Observations

Going concern concept of the company may be affected if the decision of the Board of Directors meeting held on May 28, 2016 to stop the production activities of the company is implemented by the management.

In the Board of Directors meeting held on May 28, 2016, Board decided to stop the production activities of the company at its unit at NSEZ, Noida. After this decision the Production activities were stopped for some time and later on after some developments were partially resumed. The necessary ratification of decision was informed to Stock Exchange and was taken on record by the Board of Directors.

Rest are self-explanatory and no further comments are required. The observation or comment of the auditors on financial transactions or matters are not having any adverse effect on the functioning of the company.

COMPLIANCE CERTIFICATE FROM COST AUDITOR FOR MAINTENANCE OF COST RECORDS

Pursuant to the provisions of section 148 of the Companies Act, 2013 and rules made there under and with Cost Accounting

Record Rules 2011, the company is maintaining the Cost records .

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration committees. 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 Management’s 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), the 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 profit and loss of the company for that period;

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

(d) the Directors had prepared the annual accounts on a going concern basis;

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

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

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

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

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

In terms of Section 178(3) of the Companies Act, 2013, upon recommendation of the Nomination and Remuneration Committee, the Board has adopted the Nomination and Remuneration Policy of the Company. Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other prescribed matters, are governed by such policy. As per terms of Section 178(4) of the Act, such policy is attached hereto as Annexure - 1 which forms part of this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

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

The Securities and Exchange Board of India (SEBI) issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on September 2, 2015 in order to streamline the provisions of the Listing Agreement for different segments of capital market in order to ensure better enforceability. The said regulations were effective from December 1, 2015. Accordingly all the listed entities were required to enter in to fresh Listing Agreement within six months from the effective date. Therefore, the Company entered into Listing Agreement with the BSE Limited in the month of February, 2016.

CREDIT RATING

During the year under review the Company sustained its long term credit rating of “BB ” and short term credit ‘A4 ” SUBSIDIARIES

The Company has two subsidiaries namely, SSA International Limited and Arlin Foods Limited (Formerly known as Sam Buildcon 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 stand alone financial statement of the Company. The Consolidated Financial Statements have been prepared in accordance with the relevant accounting standards. 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 M/s SSA International Limited and M/s. Arlin Foods Limited (formerly known as M/s. Sam Buildcon 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

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

RELATED PARTY TRANSACTIONS

During the year under review, there was no new transaction with related parties falling under the purview of Section 188 of the Act. All the transactions with the related parties were in ordinary course of business and on arm’s length basis, hence, were out of the purview of Section 188 of the Act. All transactions with related parties were duly reviewed by the Audit Committee of the Board. Particulars of such transactions is mentioned in the prescribed Form AOC-2 is appended as Annexure- to the Board’s Report.

LOANS, GUARANTEES AND INVESTMENT

During the year under review Company has invested Rs. 1.5 crores (Rupees One Crores Fifty Lakhs) in the equity capital and provided the Guarantee of Rs. 807.46 crores, enhanced from existing Rs.716.79 crores, for working capital limits and other limits to its wholly owned subsidiary SSA International Limited.

INDUSTRIAL RELATIONS

The Industrial relations remained cordial during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE OUTGO

In terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, a statement containing details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in the manner as prescribed under the Companies (Accounts) Rules, 2014, is given in Annexure - 2 hereto and forms part of this Report. EXTRACT OF THE ANNUAL RETURN

In terms of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the extract of the annual return in form

MGT-9 is annexed herewith as Annexure - 3

POLICIES

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

Name of the Policy	Brief description	Web link
Vigil Mechanism Policy	The Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy	http://www.samtexfashions.com/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 e_report _download. php?id=1460372452.pd f&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- Determining Material Subsidiary
Materiality of Events	The objective of the Policy is to determine materiality of events or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.	http://www.samtexfashions.com/finance_reports/ finance _report _download. php?id=1460372810.pdf &name=Policy on Materiality of Events
Risk Management Policy	The objective of Risk Management 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

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

A demand Notice dated 11.07.2016 from Employees Provident Fund Organization under section 7-A of the Employees Provident Funds & Miscellaneous Provisions Act, 1952 was received . An Appeal before the Employees Provident Fund Appellate Tribunal , New Delhi have been filed . As per Tribunal order dtd. 27.07.16 the notice issued to the company is liable to be st aside and been stayed.

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 Bombay Stock Exchange, (BSE), Mumbai.

CORPORATE SOCIAL RESPONSIBILITY

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

CODE OF CONDUCT:

In compliance with Regulation 26(3) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015and the Companies Act, 2013, the Company has framed and adopted a code of conduct. The code is applicable to the members of the Board and all employees of the Company.

The Board Members have affirmed compliance with the Code of Conduct for the period ended March 31, 2016. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy.

The Company is committed to provide a safe and conducive work environment to its employees. During the year under review. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

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

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

For and on behalf of the Board of Directors

For SAMTEX FASHIONS LIMITED

Rita Mittal

Place : New Delhi (Chairperson & Managing Director)

Dated : 12.08.2016 DIN 03398410

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Mar 31, 2015

Dear Members,

The Directors' have pleasure in placing before you the 22nd Annual Report together with the Audited Accounts of the Company for the year ended 31st March' 2015.

FINANCIAL RESULTS Rs. In Lacs

PARTICULARS 2014-2015 013-2014

Sales and other Income 10551.50 9908.39

Profit before tax, interest, depreciation and write offs 720.03 556.58

Interest & Financial Expenses 416.66 339.39

Depreciation 104.79 174.19

Profit Before Tax 198.58 43.00

Provision for Taxation :

- Current 11.95 23.74

- Deferred (9.03) (19.81)

Profit after Tax 188.60 39.07

Balance of Profit from Previous Years 2974.10 2935.03

Balance of Profit carried forward 3162.70 2974.10

The company does not propose any transfer to General Reserve.

REVIEW OF OPERATIONS & FUTURE PROSPECTS:

The Gross Sales and other Income for the year ended 31st March, 2015 stood at Rs. 10551.50 lacs, an increase of 7 % over the previous year and Net Profits at Rs. 188.60 Lacs as compared to Rs. 39.07 lacs in the previous year.

The international economic conditions especially in US are reviving and Board of Directors are anticipating that situation will improve further in the years to come.

Your Company's Wholly Owned Subsidiary namely SSA International Limited has achieved a Turnover of Rs. 1745.40 crores and Net Profit of Rs.28.78 crores,.

As you are already aware that Company's other wholly owned Subsidiary namely Sam Buildcon Limited is not operational. Your Board is exploring new avenues to revive the Company and planning to set up a Pasta manufacturing Plant and also changed the name of this company to ARLIN Foods Limited to match the new business activities.

A brief note on the performance of the subsidiaries is attached as Annexure to this Annual Report.

Your Company would like to serve various products to provide good service to its customers by supplying products like structured, casual and formal wear garments and also the wrinkle free garments under international brands taken by the Company -Greg Norman and English Laundry, and is anticipating to grow at an impressive rate .

DIVIDEND

In order to conserve and strengthen the financial resources of the Company, the Directors regret their inability to recommend any dividend for the year 2014-2015.

DIRECTORS

Your Directors with profound grief inform the sad demise of Mr. Anil Mittal Chairman & Managing Director, who passed away on 25th June 2014. Mrs. Rita Mittal appointed as Additional Director w.e.f. 19th July, 2014 and designated as Chairperson and Managing Director in the Board of Directors meeting dated 13th August, 2014. Mr. Atul Mittal designated as Key Managerial Personnel and appointed as CFO of the Company in the Board of Directors Meeting dated 14th February, 2015.

Mr.Atul Mittal, Director of the Company retire by rotation at the conclusion of the ensuing Annual General Meeting of the Company, and pursuant to article no. 89 of the Articles of Association of the Company and being eligible, offer himself for re-appointment.

Mr. A.P Mathur and Mr. Vinay Mittal has resigned from the post of Directorship w.e.f 10.11.2014 and 10.02.2015 respectively.

The Non- Executive Independent Directors as per the provisions of the Companies Act, 2013 was re-appointmented for a period of 5 years in the Annual General Meeting held on 30th September, 2014 and is not liable to retire by rotation.

BOARD OF DIRECTORS MEETINGS

During the year 6 (Six) 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 Clause 49 of the Listing Agreement the Audit Committee has comprise the following members:-

i) Mr. S.K. Gupta

ii) Mr. Raman Ohri

iii) Mr. Atul Mittal

Mr. A.P Mathur resigned from the committee w.e.f 10th November, 2014. The committee was reconstituted in the Board Meeting dated 9th December 2014 and Mr. Atul Mittal was appointed as new member of the Committee.

AUDITORS

Pusuant to Section 139 of the Companies Act, 2013, M/s Aggarwal & Rampal Chartered Accountants, Delhi was appointed as Auditors until the conclusion of the ensuing Annual General Meeting to be held in 2017( subject to ratification of their appointment at every annual general meeting ) at such remuneration as shall be fixed by the Board. Certificate from Auditors has been received to the effect that their reappointment, if made, would be in accordance with the limits specified in Section 141 of the Companies Act, 2013. Your Directors recommend the ratification of appointment of M/s Aggarwal & Rampal Chartered Accountants from the conclusion of ensuing Annual General Meeting until the conclusion of Annual General Meeting to be held in the year 2016.

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.

The Secretarial Audit Report for the Financial Year 2014-15 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:

Quallflcatlons/Observatlons

1. It is observed that Mr. Atul Mittal, Whole Time Director of the company has signed the certificate of corporate governance, for the financial year ended 31st March, 2014, on behalf of Mr. Anil Mittal, Chairman & Managing Director, CFO and CEO of the company, been to USA for Medical treatment for his serious medical health conditions and later on expired on 25th June, 2014.

2. However, pursuant to Section 178 of the Act and Clause 49(IV) of Listing Agreement, the company is required to have minimum three non-executive directors for constitution of Nomination and Remuneration Committee.It is observed that after the resignation of Mr. A.P. Mathur, Non-Executive Independent Director on 10.11.2014, there were only two non-executive directors on the board of the company. However, we have been informed by the management that the company is in the process of appointing Non-Executive Director shortly

Management Reply

1. Mr. Anil Mittal, the then Chairman and Managing Director of the Company had been suffering from serious health problems from various months and as per the Doctor's advice he has been admitted to Hospital in USA and later on expired on June 25, 2014. Therefore Board of Directors at its meeting held on 30th May, 2014 authorized Mr. Atul Mittal, Whole Time Director sign the corporate governance report of the Company on his behalf.

2. The Management is in the process of selecting the suitable independent non executive director in the Board of the company and it is expected that process will be completed shortly.

INTERNAL AUDIT

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

AUDITORS' REPORT

The Statutory Auditors of the Company has submitted their reports on the standalone and consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2015, which are self-explanatory and no further comments are required. There has been no observation or comment of the auditors on financial transactions or matters which has any adverse effect on the functioning of the company; further, there is also no qualification, reservation or adverse remarks in the Auditors' Reports on the standalone and consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2015.

COMPLIANCE CERTIFICATE FROM COST AUDITOR FOR MAINTENANCE OF COST RECORDS

Pursuant to the provisions of section 148 of the Companies Act, 2013 and rules made thereunder and with Cost Accounting Record Rules 2011, M/S M.K. Kulshrestha & Associates, Cost Accountants have been appointed by the Board for the financial year 2015-16 for the Compliance Report of cost accounting records. The Report for the F.Y. 2014-15 was well taken in the Board of Director's Meeting.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration committees. 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 Clause 49 of the Listing Agreement with Stock Exchanges, a Management discussion & Analysis Report is appended . CORPORATE GOVERNANCE

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

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), the 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 profit and loss of the company for that period;

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

(d) the Directors had prepared the annual accounts on a going concern basis;

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

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

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All independent directors have given declarations to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

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

CREDIT RATING

During the year under review the Company sustained its long term credit rating of "BB " and short term credit "A4 ".

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Board of Directors in its meeting held on 13th August, 2014 has adopted a policy as the Risk Management Policy of the Company with main objective of to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. The implementation and monitoring of this policy is currently assigned to the Audit Committee of the Board. Though the Board is striving to identify various elements of risk, however, in the opinion of the Board, there has been no element of risk which may threaten the existence of the Company.

SUBSIDIARIES

The Company has two subsidiaries namely, SSA International Limited and Arlin Foods Limited (Formerly known as Sam Bulldcon 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 and Clause 32 and other provisions of the Listing Agreement, entered into with the Stock Exchanges, a consolidated financial statement of the Company and its subsidiary has been prepared and attached to the stand alone financial statement of the Company. The Consolidated Financial Statements have been prepared in accordance with the relevant accounting standards. 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 M/ s SSA International Limited and M/s Arlin Foods Limited (formerly known as M/s Sam Buildcon Limited).There was no change in the nature of business in SSA International Limited. However M/s Arlin Foods Limited is planning to set up a Pasta manufacturing Plant.

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 thereunder.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal Audit functions reports to the Chairman of the Audit Committee and to Chairman and Managing Director of the Company.

The Internal Audit monitors and evaluates the efficiency and adequacy of Internal control systems in the company. It's compliances with operating systems, accounting procedure and policies at all locations of the Company.

RELATED PARTY TRANSACTIONS

During the year under review, there was no new transaction with related parties falling under the purview of Section 188 of the Act. All the transactions with the related parties were in ordinary course of business and on arm's length basis, hence, were out of the purview of Section 188 of the Act. All transactions with related parties were duly reviewed by the Audit Committee of the Board.

LOANS, GUARANTEES AND INVESTMENT

During the year under review Company has invested Rs. 5.50 crores (Rupees Five Crores Fifty lakhs) in the equity capital and provided the Guarantee of Rs. 716.79 crores, enhanced from existing Rs.568.10 crores, for working capital limits to its wholly owned subsidiary SSA International Limited.

INDUSTRIAL RELATIONS

The Industrial relations remained cordial during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE OUTGO

In terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, a statement containing details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in the manner as prescribed under the Companies (Accounts) Rules, 2014, is given in Annexure - 2 hereto and forms part of this Report.

EXTRACT OF THE ANNUAL RETURN

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

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

There has been no significant and material order passed by any regulator, courts or tribunals impacting the going concern status and operations of the Company in future.

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 INE931D01012.

STOCK EXCHANGE LISTING

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

ACKNOWLEDGEMENT

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

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

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

Place : New Delhi RITA MITTAL Dated : 11.08.2015 (CHAIRPERSON & MANAGING DIRECTOR) DIN 03398410

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Mar 31, 2014

The Members,

The Directors'' have pleasure in placing before you the 21st Annual Report together with the Audited Accounts of the Company for the year ended 31st March'' 2014.

FINANCIAL RESULTS Rs In Lacs PARTICULARS 2013-2014 2012-2013

Sales and other Income 9908.39 7402.01

Profit before tax, interest, depreciation and write offs 556.58 602.45

Interest & Financial Expenses 339.39 390.06

Depreciation 174.19 174.45

Profit Before Tax 43.00 37.94

Provision for Taxation :

- Current 23.74 32.46

- Deferred (19.81) (28.93)

Profit after Tax 39.07 34.42

Balance of Profit from Previous Years 2935.03 2900.61

Balance of Profit carried forward 2974.10 2935.03

REVIEW OF OPERATIONS & FUTURE PROSPECTS:

The performance during the year under review was towards improvement specially for the top line. There was improvement in bottom line also but not up to the mark. The Gross Sales and other Income for the year ended 31st March, 2014 stood at Rs. 9908.39 lacs , an increase of 33% over the previous year and Net Profits at Rs. 39.07 lacs as compared to Rs. 34.42 lacs in the previous year.

The international economic conditions especially in US are reviving and Board of Directors are anticipating that situation will improve further in the years to come.

Your Company''s Wholly Owned Subsidiary namely SSA International Limited has achieved a Turnover of Rs. 1789.45 crores with a growth of 59% over the previous year and a Net Profit of Rs. 25.02 crores.

The other Wholly Owned Subsidiary namely Sam Buildcon Limited is not operational.

A brief note on the performance of the subsidiaries is attached as Annexure to this Annual Report.

Your Company would like to serve various products to provide good service to its customers by supplying products like structured, casual and formal wear garments and also the wrinkle free garments under international brands taken by the Company -Greg Norman and English Laundry and is anticipating to grow at an impressive rate.

DIVIDEND

In order to conserve and strengthen the financial resources of the Company, the Directors regret their inability to recommend any dividend for the year 2013-2014.

DIRECTORS

Mr. Atul Mittal, Director of the Company retire by rotation at the conclusion of the ensuing Annual General Meeting of the Company, and pursuant to article no. 89 of the Articles of Association of the Company and being eligible , offer himself for re-appointment.

The Non- Executive Independent Directors are as per the provisions of the Companies Act, 2013 are getting re-appointment for a period of 5 years, not liable to retire by rotation. The requisite resolutions pertaining to the appointment / re-appointment appears at respective items in the Notice along with the relevant Explanatory Statement and is recommended to the Shareholders for approval.

AUDIT COMMITTEE

Pursuant to the provisions of Section 292 A of the Companies Act, 1956, and as per the requirements of the Listing Agreement with Stock Exchanges your Board of Directors had constituted an Audit Committee.

It comprised of the following Directors:

(i) Mr. S. K. Gupta as Chairman of the Committee

(ii) Mr. A. P. Mathur

(iii) Mr. Raman Ohri AUDITORS'' REPORT

Auditors'' observations contained in their Audit Report read with the Notes on Accounts are self-explanatory and do not call for any further clarifications.

AUDITORS

The Auditors M/s Aggarwal & Rampal hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. A Certificate from Auditors has been received to the effect that their re-appointment, if made, will be in accordance with the limits specified in Section 139 of the Companies Act, 2013.

INTERNAL AUDIT

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

COMPLIANCE CERTIFICATE FROM COST AUDITOR FOR MAINTENANCE OF COST RECORDS

Pursuant to section 209 (1) (d) of the Companies Act, 1956 read with Cost Accounting Record Rules 2011, M/S M.K. Kulshrestha & Associates, Cost Accountants have been appointed for the Compliance Report of cost accounting records maintained by the company for the Financial Year 2013-14.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with Stock Exchanges, a Management discussion & Analysis Report is appended.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement with Stock Exchanges, a separate Report on Corporate Governance is appended together with Certificate on Corporate Governance.

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

The information relating to conservation of energy, technology absorption and foreign exchange earning and outgo as required under Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rule, 1988 is given in the Annexure - A, which forms part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In pursuance of provisions of section 217 (2AA) of the Companies Act, 1956, the Directors'' confirm that:-

1. Applicable accounting standards have been followed in preparing the annual accounts and material departures, if any, have been properly explained.

2. The Directors have selected and applied accounting policies and applied them consistently and have 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 profit or loss of the Company for that period.

3. The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts for the year ended 31.03.2014 on a going Concern basis. PERSONNEL

A statement pursuant to section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975, as amended is given as Annexure - B, and forms part of this report.

CREDIT RATING

During the year under review the Company sustained its long term credit rating of "BB " and short term credit "A4 ".

SUBSIDIARIES

In terms of the general approval granted by the Central Government under Section 212(8) of the Companies Act,1956, the annual accounts and other statements of subsidiary companies have not been attached with the annual report of the holding company. The Company will make available these documents and related detailed information upon request by the Shareholders of the Company.

The annual accounts of the subsidiaries are also available for inspection for any Shareholder/ member/ investor, during the business hours at the Registered Office of the Company.

The Accounts of the Subsidiary, SSA International Ltd. and Sam Buildcon Ltd. have been included in the consolidated Accounts in accordance with the requirements of Accounting Standards AS-21 prescribed by the Institute of Chartered Accountant of India and forms Part of this Annual Report.

As required by Section 212 of the Companies Act, 1956, a Statement in respect of the subsidiary is annexed and forms an integral part of this report.

PUBLIC DEPOSIT

The Company has not invited or accepted any deposit from Public during the year under review.

INDUSTRIAL RELATIONS

The Industrial relations remained cordial during the year under review.

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 INE931D01012.

STOCK EXCHANGE LISTING

The Equity shares of your Company are listed at:

1. The Stock Exchange Mumbai, (BSE), Mumbai.

2. The Delhi Stock Exchange Association Ltd. (DSE), New Delhi.

ACKNOWLEDGEMENT

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

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

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

Sd/- Sd/- Place : New Delhi S.K. GUPTA ATUL MITTAL Dated : 30.05.2014 Director Joint Managing Director DIN 00223035 DIN 00223366

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Mar 31, 2013

To, The Members,

The Directors'' have pleasure in placing before you the 20th Annual Report together with the Audited Accounts of the Company for the year ended 31st March'' 2013.

FINANCIAL RESULTS Rs. In Lacs

PARTICULARS 2012-2013 2011-2012

Sales and other Income 7402.01 5342.24

Profit before tax, interest, depreciation and write offs 602.45 811.08

Interest & Financial Expenses 390.06 622.90

Depreciation 174.45 179.15

Profit Before Tax 37.94 9.03 Provision for Taxation :

Current 32.46 5.19

Deferred (28.93) (18.55)

Earlier year - 1.12

Profit after Tax 34.42 21.27

Balance of Profit from Previous Years 2900.61 2879.34

Balance of Profit carried forward 2935.03 2900.61

REVIEW OF OPERATIONS & FUTURE PROSPECTS:

The performance during the year under review was towards improvement specially for the top line. There was improvement in bottom line also but not up to the mark. The Gross Sales and other Income for the year ended 31st March, 2013 stood at Rs. 7402.01 lacs, an increase of 38% over the previous year and Net Profits at Rs. 34.42 lacs as compared to Rs. 21.27 lacs in the previous year.

The international economic conditions especially in US are reviving and Board of Directors are anticipating that situation will improve further in the years to come.

Your Company''s Wholly Owned Subsidiary namely SSA International Limited has achieved a Turnover of Rs. 1149.36 crores with a growth of 47% over the previous year and a Net Profit of Rs. 18.99 crores in consolidation.

The other Wholly Owned Subsidiary namely Sam Buildcon Limited not performing well and achieved a turnover of Rs.5.86 cr. and Profits Rs. 0.02 cr.

A brief note on the performance of the subsidiaries is attached as Annexure to this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with Stock Exchanges, a Management discussion & Analysis Report is appended.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement with Stock Exchanges, a separate Report on Corporate Governance is appended together with Certificate on Corporate Governance.

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 INE931D01012.

DIVIDEND

In order to conserve and strengthen the financial resources of the Company, the Directors regret their inability to recommend any dividend for the year 2012-2013.

DIRECTORS

Mr. Vinay Mittal and Mr. S.K. Gupta, Directors of the Company retire by rotation at the conclusion of the ensuing Annual General Meeting of the Company, and pursuant to article no. 89 of the Articles of Association of the Company and being eligible , they offer themselves for re-appointment.

Information pursuant to the Corporate Governance requirement of the Listing Agreement regarding the Directors seeking appointment/ re-appointment in the Annual General Meeting is annexed to the Notice.

AUDIT COMMITTEE

Pursuant to the provisions of Section 292 A of the Companies Act, 1956, and as per the requirements of the Listing Agreement with Stock Exchanges your Board of Directors had constituted an Audit Committee.

It comprised of the following Directors:

(i) Mr. S. K. Gupta as Chairman of the Committee

(ii) Mr. A. P. Mathur

(iii) Mr. Raman Ohri AUDITORS'' REPORT

Auditors'' observations contained in their Audit Report read with the Notes on Accounts are self-explanatory and do not call for any further clarifications.

AUDITORS

The Auditors M/s Aggarwal & Rampal hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. A Certificate from Auditors has been received to the effect that their re-appointment, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956.

INTERNAL AUDIT

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

DIRECTORS'' RESPONSIBILITY STATEMENT

In pursuance of provisions of section 217 (2AA) of the Companies Act, 1956, the Directors'' confirm that:-

1. Applicable accounting standards have been followed in preparing the annual accounts and material departures, if any, have been properly explained.

2. The Directors have selected and applied accounting policies and applied them consistently and have 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 profit or loss of the Company for that period.

3. The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts for the year ended 31.03.2013 on a going Concern basis.

PERSONNEL

A statement pursuant to section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975, as amended is given as Annexure - B, and forms part of this report.

CREDIT RATING

During the year under review the Company sustained its long term credit rating of "BB" and short term credit "BB".

SUBSIDIARIES

In terms of the general approval granted by the Central Government under Section 212(8) of the Companies Act,1956, the annual accounts and other statements of subsidiary companies have not been attached with the annual report of the holding company. The Company will make available these documents and related detailed information upon request by the Shareholders of the Company.

The annual accounts of the subsidiaries are also available for inspection for any Shareholder/ member/ investor, during the business hours at the Registered Office of the Company.

The Accounts of the Subsidiary, SSA International Ltd. and Sam Buildcon Ltd. have been included in the consolidated Accounts in accordance with the requirements of Accounting Standards AS-21 prescribed by the Institute of Chartered Accountant of India and forms Part of this Report.

As required by Section 212 of the Companies Act, 1956, a Statement in respect of the subsidiary is annexed and forms an integral part of this report.

PUBLIC DEPOSIT

The Company has not invited or accepted any deposit from Public during the year under review.

INDUSTRIAL RELATIONS

The Industrial relations remained cordial during the year under review.

ACKNOWLEDGEMENT

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

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

For and behalf of the Board of Directors

For SAMTEX FASHIONS LIMITED

Sd/-

Place : New Delhi ANIL MITTAL

Dated : 30.05.2013 Chairman & Managing Director

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Mar 31, 2012

The Directors' have pleasure in placing before you the 19th Annual Report together with the Audited Accounts of the Company for the year ended 31st March'2012.

FINANCIAL RESULTS Rs. In Lacs

PARTICULARS 2011-2012 2010-2011

Sales and other Income 5342.24 5978.67

Profit before tax, interest, depreciation and write offs 811.08 612.62

Interest & Financial Expenses 622.90 319.53

Depreciation 179.15 179.50

Profit Before Tax 9.03 113.59

Provision for Taxation : Current 5.19 28.29

Deferred (18.55) (14.22)

Earlier year 1.12 1.25

Profit after Tax 21.27 98.27

Balance of Profit from Previous Years 2879.34 2781.07

Balance of Profit carried forward 2900.61 2879.34

REVIEW OF OPERATIONS & FUTURE PROSPECTS:

The performance during the year under review was towards declining side due to recessionary international economic conditions. So far as Profits are concerned bottom line also declined due to increase in cost of raw material , Labour coupled with tough competition, energy cost and Low Margins. These factors adversely affected the profitability of the Company for the year under report.

The Board of Directors are anticipating that situation will improve in the years to come with the revival of international economic conditions.

Your Company's Wholly Owned Subsidiary namely SSA International Limited has achieved a Turnover of Rs. 779.97 crores with a growth of 14% over the previous year and a Net Profit of Rs. 12.19 crores.

The other Wholly Owned Subsidiary namely Sam Buildcon Limited achieved a turnover of Rs.6.42 cr. and Profits Rs. 0.13 cr.

A brief note on the performance of the subsidiaries is attached as Annexure to this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with Stock Exchanges, a Management discussion & Analysis Report is appended.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement with Stock Exchanges, a separate Report on Corporate Governance is appended together with Certificate on Corporate Governance.

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 INE931D01012. As on date 92.13 % of the Share Capital of the Company, comprising 9121567 Equity shares have been de- materialized.

STOCK EXCHANGE LISTING

The Equity shares of your Company are listed at:

1. The Stock Exchange Mumbai, (BSE), Mumbai.

2. The Delhi Stock Exchange Association Ltd. (DSE), New Delhi.

DIVIDEND

In order to conserve and strengthen the financial resources of the Company, the Directors regret their inability to recommend any dividend for the year 2011-2012.

DIRECTORS

Mr. A. P. Mathur and Mr. Raman Ohri, Directors of the Company retire by rotation at the conclusion of the ensuing Annual General Meeting of the Company, and pursuant to article no. 89 of the Articles of Association of the Company and being eligible , they offer themselves for re-appointment.

Information pursuant to the Corporate Governance requirement of the Listing Agreement regarding the Directors seeking appointment/ re-appointment in the Annual General Meeting is annexed to the Notice.

AUDIT COMMITTEE

Pursuant to the provisions of Section 292 A of the Companies Act, 1956, and as per the requirements of the Listing Agreement with Stock Exchanges your Board of Directors has constituted an Audit Committee.

It comprised of the following Directors:

(i) Mr. S. K. Gupta as Chairman of the Committee

(ii) Mr. A. P. Mathur

(iii) Mr. Raman Ohri AUDITORS' REPORT

Auditors' observations contained in their Audit Report read with the Notes on Accounts are self-explanatory and do not call for any further clarifications.

AUDITORS

The Auditors M/s Aggarwal & Rampal hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. A Certificate from Auditors has been received to the effect that their re-appointment, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956.

INTERNAL AUDIT

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

COMPLIANCE CERTIFICATE FROM COST AUDITOR

Pursuant to section 233B of the Companies Act, 1956 read with Cost Audit Rules 2011, the Company will comply and will receive the ‘Cost Audit Compliance Report for the financial Year 2011-12 from the Practicing Cost Accountant.

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

The information relating to conservation of energy, technology absorption and foreign exchange earning and outgo as required under Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rule, 1988 is given in the Annexure - A, which forms part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In pursuance of provisions of section 217 (2AA) of the Companies Act, 1956, the Directors' confirm that:-

1. Applicable accounting standards have been followed in preparing the annual accounts and material departures, if any, have been properly explained.

2. The Directors have selected and applied accounting policies and applied them consistently and have 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 profit or loss of the Company for that period.

3. The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts for the year ended 31.03.2012 on a going Concern basis.

PERSONNEL

A statement pursuant to section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975, as amended is given as Annexure - B, and forms part of this report.

CREDIT RATING

During the year under review the Company sustained its long term credit rating of “BB" by FITCH. The Company's short term credit is rated as “BB".

SUBSIDIARIES

In terms of the general approval granted by the Central Government under Section 212(8) of the Companies Act,1956, the annual accounts and other statements of subsidiary companies have not been attached with the annual report of the holding company. The Company will make available these documents and related detailed information upon request by the Shareholders of the Company.

The annual accounts of the subsidiaries are also available for inspection for any Shareholder/ member/ investor, during the business hours at the Registered Office of the Company.

The Accounts of the Subsidiary, SSA International Ltd. and Sam Buildcon Ltd. have been included in the consolidated Accounts in accordance with the requirements of Accounting Standards AS-21 prescribed by the Institute of Chartered Accountant of India and forms Part of this Report.

As required by Section 212 of the Companies Act, 1956, a Statement in respect of the subsidiary is annexed and forms an integral part of this report.

PUBLIC DEPOSIT

The Company has not invited or accepted any deposit from Public during the year under review.

INDUSTRIAL RELATIONS

The Industrial relations remained cordial during the year under review.

ACKNOWLEDGEMENT

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

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

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

Sd/-

Place : New Delhi ANIL MITTAL

Dated : 14.08.2012 Chairman & Managing Director

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Mar 31, 2010

The Directors have pleasure in placing before you the 17th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS Rs. In Lacs

PARTICULARS 2009-2010 2008-2009

Sales and other Income 5829.91 5410.66

Profit before tax, interest, depreciation and write offs 599.14 448.64

Interest & Financial Expenses 299.64 277.17

Depreciation 177.04 162.40

Profit Before Tax 122.46 9.07 Provision for Taxation :

- Current 24.99 0.00

- Deferred (7.51) 2.90

- Fringe Benefit 0.00 2.21

- Earlier year (0.01) 0.00

Profit after Tax 104.99 3.96

Balance of Profit from Previous Years 2650.13 2646.17

Balance of Profit carried forward 2755.12 2650.13

REVIEW OF OPERATIONS & FUTURE PROSPECTS:

The performance during the year under review was towards accelerating trend. There is consistent growth in the top as well as bottom line. The Company has registered the Turnover of Rs.58.29 cr. which shows a growth of 7.75% over the previous year. The Company earned the Net Profits of Rs. 1.05 cr. as compared to Rs. 0.04 cr. in the previous year.

The Board of Directors are anticipating that situation will improve further in the years to come with the revival of international economic conditions.

Your Companys Wholly Owned Subsidiary namely SSA International Limited has however achieved a Turnover of Rs. 538 crores with a growth of 13% over the last year and a Net Profit of Rs. 9.63 crores registering a growth of 20% over the last year.

The other wholly owned subsidiary namely Sam Buildcon Limited has also started its activities.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with Stock Exchanges, a Management discussion & Analysis Report is appended.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement with Stock Exchanges, a separate Report on Corporate Governance is appended together with Certificate on Corporate Governance.

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 INE931D01012. As on date 91.47 % of the Share Capital of the Company, comprising 9055168 Equity shares have been de- materialized.

STOCK EXCHANGE LISTING

The Equity shares of your Company are listed at:

1. The Stock Exchange Mumbai, (BSE), Mumbai.

2. The Delhi Stock Exchange Association Ltd. (DSE), New Delhi.

DIVIDEND

In order to conserve and strengthen the financial resources of the Company, the Directors regret their inability to recommend any dividend for the year 2009-2010.

DIRECTORS

Mr. Raman Ohri and Mr. Vinay Mittal, Directors of the Company retire by rotation at the conclusion of the ensuing Annual General Meeting of the Company, and pursuant to article no. 89 of the Articles of Association of the Company and being eligible, they .offer themselves for re-appointment. Mr. Atul Mittal has been appointed as the Joint Managing Director of the Company.

Information pursuant to the Corporate Governance requirements of the Listing Agreement regarding the Directors seeking appointment/ re-appointment in the Annual General Meeting is annexed to the Notice.

AUDIT COMMITTEE

Pursuant to the provisions of Section 292 A of the Companies Act, 1956, and as per the requirements of the Listing Agreement with Stock Exchanges your Board of Directors has constituted an Audit Committee.

It comprised of the following Directors:

(i) Mr. S.K. Gupta as Chairman of the Committee

(ii) Mr. A.P. Mathur

(iii) Mr. Raman Ohri



AUDITORS REPORT

Auditors observations contained in their Audit Report read with the Notes on Accounts are self-explanatory and do not call for any further clarifications.

AUDITORS

The Auditors M/s Aggarwal & Rampal hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. A Certificate from Auditors has been received to the effect that their re-appointment, if made, would be within the prescribed limit under Section 224(1 B) of the Companies Act, 1956.

INTERNAL AUDIT

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



CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO.



The information relating to conservation of energy, technology absorption and foreign exchange earning and outgo as required under Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rule, 1988 is given in the Annexure - A, which forms part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

In pursuance of provisions of section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:-

1. Applicable accounting standards have been followed in preparing the annual accounts and material departures, if any, have been properly explained.

2. The Directors have selected and applied accounting policies and applied them consistently and have 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 profit or loss of the Company for that period.

3. The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts for the year ended 31.03.2010 on a going Concern basis.

PERSONNEL

A statement pursuant to section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975, as amended is given as Annexure - B, and forms part of this report.

SUBSIDIARIES

As required by Section 212 of the Companies Act, 1956, a Statement in respect of the subsidiary is annexed and forms an integral part of this report. The Annual Accounts of the Subsidiaries namely M/s SSA International Limited (SSA) and of M/s Sam Buildcon Limited (SBL) are attached for the financial year ended on 31.03.2010.

The Accounts of the Subsidiary, SSA and SBL, have also been included in the consolidated Accounts in accordance with the requirements of Accounting Standards AS-21 prescribed by the Institute of Chartered Accountant of India and forms Part of this Report.

PUBLIC DEPOSIT

The Company has not invited or accepted any deposit from Public during the year under review.

INDUSTRIAL RELATIONS

The Industrial relations remained cordial during the year under review.

ACKNOWLEDGMENT

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 behalf of the Board of Directors

For SAMTEX FASHIONS LIMITED

Sd/-

Place : New Delhi ANIL MITTAL

Dated: 28.08.2010 Chairman & Managing Director