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Samtex Fashions Ltd.

BSE: 521206 | NSE: | Series: NA | ISIN: INE931D01020 | SECTOR: Textiles - Readymade Apparels

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Annual Report

For Year :
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Director’s Report

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. 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 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. 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 2007-2008. 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. 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. 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. R. K. Mathur as Chairman of the Committee (Expired as on 23.06.08 ) (ii) Mr. A. P. Mathur (iii) Mr. S. K. Gupta AUDITORS REPORT 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. AUDITORS 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. INTERNAL AUDIT 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 report thereon. 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 31.03.2008 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 Subsidiary namely M/s SSA International Limited is attached for the financial year ended on 31.03.2008. 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 only. 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. 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 : 23.08.2008 Chairman & Managing Director

Director’s Report