The Directors have pleasure in placing before you the 15th Annual
Report together with the Audited Accounts of the Company for the year
ended 31st March2008.
FINANCIAL RESULTSRs. In Lacs
PARTICULARS 2007-2008 2006-2007
Sales and other Income 6643.69 6748.75
interest st rienreriatinn and write offs 516.16 508.74
Profit Before Tax 106.55 196.71
Provision for Taxation :
- Current 12.85 27.12
- Deferred 4.84 8.98
- Fringe Benefit 3.33 2.79
- Earlier year 16.03 47.42
Profit after Tax 69.50 110.40
Balance of Profit from Previous Years 2576.66 2466.26
Balance of Profit carried forward 2646.16 2576.66
REVIEW OF OPERATIONS & FUTURE PROSPECTS:
The performance during the year under review is towards declining side
due to difficult economic conditions. So far as Profits are concerned,
due to tough competition low margins and mainly due to appreciation in
the Rupee Currency, the Company could not maintain its bottom line and
these factors adversely impacted the profitability of the Company for
the current year under report. The Companys expansion program for its
existing Plant at Noida with a project cost of Rs. 17.37 crores has
been completed and been put to use. We are hopeful that this year there
could be improvement in the ready made garment business. Your
Companys Wholly Owned Subsidiary namely SSA International Limited have
achieved a Turnover of Rs. 377.88 Crores with a growth of 30% over the
last year and a Net Profit of Rs. 4.92 crores with a growth of 78% over
the last year.
MANAGEMENT DISCUSSION AND ANALYSIS
As required by Clause 49 of the Listing Agreement with Stock Exchanges,
a Management discussion & Analysis Report is appended.
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 has participated as an issuer 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 91.19 % of the Share Capital of the Company, comprising 9027878
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.
In order to conserve and strengthen the financial resources of the
Company, the Directors regret their inability to recommend any dividend
for the year 2007-2008.
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
With profound grief it is informed about the sad demise of Mr. R. K.
Mathur, Director of the Company and Chairman of the Audit Committee,
who expired as on 23.06.2008. The Company and Board of Directors deeply
console the death of Mr. R.K. Mathur with his family and appreciate the
valuable inputs and contribution made by him in the development and
growth of the Company during his tenure.
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. R. K. Mathur as Chairman of the Committee (Expired as on
(ii) Mr. A. P. Mathur
(iii) Mr. S. K. Gupta
In lieu of Auditors observations contained in their Audit Report read
with the Notes on Accounts, Company has agreed to make provisions on
acturial basis instead of estimation for gratuity and leave encashment.
Rest all other observations are self-explanatory and do not call for
any further clarifications.
The Auditors M/s Vinay Aggarwal & Associates 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.
M/s Kapil Kumar & Co., Chartered Accountants, the Companys Internal
Auditors were conducting periodic 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. M/s Ashok Aggarwal & Co. a firm of Chartered
Accountants have been appointed w.e.f. 01.04.2008 as the new Internal
auditors to review the internal control system of the Company and to
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
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
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
31.03.2008 on a going Concern basis.
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.
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 Subsidiary namely M/s SSA
International Limited is attached for the financial year ended on
During the year under review the Company has incorporated a wholly
owned subsidiary namely M/s Sam Buildcon Limited with an authorised
capital of Rs. 2.00 crores and subscribed 50,010 number of Equity
shares of Rs. 10/- each by subscribing the memorandum of association of
Sam Buildcon Ltd. After incorporation in February 2008, the first
financial year of the company M/s Sam Buildcon Limited will close as on
31.03.2009 and consolidated accounts will be prepared at that time
The Accounts of the Subsidiary, SSA, 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.
The Company has not invited or accepted any deposit from Public during
the year under review.
The Industrial relations remained cordial during the year under review.
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
Place : New Delhi ANIL MITTAL
Dated : 23.08.2008 Chairman & Managing Director