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Directors Report of Sangam Advisors Ltd.

Mar 31, 2015

The Directors are pleased to present the 16thAnnual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY

The Board's Report shall be prepared based on the stand alone financial statements of the Company. Current Year Previous Year Particulars Ending March, 2015 Ending March, 2014 Rs. Rs.

Income from Operations 1,697,200 32,15,645

Other Income 1,508,144 17,14,190

Total Income 3,205,344 49,29,835

Less: Expenditure 2,043,013 31,18,179

Profit/(Loss) before Interest, Depreciation & Tax 1,162,331 18,11,656

Less :Depreciation 15,787 70,270

Profit/(Loss) before Tax 1,146,544 17,41,386

Tax Expense (including Previous year Tax Adjustment) 329,092 5,13,314

Profit/(Loss) after Tax 817,452 1,228,072

Add: Profit/(Loss) Brought Forward 4,960,364 3,752,966 (after previous year tax Adjustment)

Less: Utilised for Bonus Issue (4,905,666) -

Less: Depreciation Adjustment (89,618) -

Amount available for Appropriation/(Loss) 782,532 4,981,039

2. BRIEF DESCRIPTION OF THE COMPANY'S OPERATIONS DURING THE YEAR/STATE OF COMPANY'S AFFAIR

During the current period, your Company has shown a decrease in revenue to the extent of 34.98% from Rs. 49.30 Lakhs during FY 2013-14 to Rs. 32.05 Lakhs during FY2014-15. PAT has shown an decrease of 33.43% from Rs. 12.28 Lakhs during FY 2013-14 to Rs. 8.17 Lakhs during FY2014-15.

3. FINANCIAL YEAR

This report of Directors along with its Annexure, Management Discussion and Analysis, Corporate Governance Report, Financial Statements along with their Notes are prepared for the period April 01, 2014 to March 31, 2015 (a period of 12 months). Pursuant to the provisions of Section 2(41) of the Companies Act, 2013, a 'financial year' in relation to the Company means the period ending on the 31st day of March every year, in respect whereof financial statement of the Company is made. Your Company in compliance with the provisions of the Companies Act, 2013.

4. SHARE CAPITAL

During the period April 01, 2014 to March 31, 2015, there is a change in the Issued, Subscribed and paid up share Capital of your Company pursuant to bonus issue in the ratio of 57:100 to the shareholders as on the Record date being 22ndJuly, 2014. The Share Capital Audit as per the directives of the Securities and Exchange Board of India (SEBI) is being conducted by Ranjana Mimani & Associates, Practicing Company Secretaries. The Equity Shares of your Company are listed on Bombay Stock Exchange in India viz. BSE Limited (BSE)and the Company has entered into Listing Agreement with the Stock Exchange. As per Clause 47 of the Listing Agreement (and Clause 50C of SME Listing Agreement), the said Share Capital Audit reports are duly forwarded to the Stock Exchanges where the Company's' Equity Shares are Listed. The paid up Share Capital of the Company stands at Rs. 10,01,48,340/- (Rupees Ten Crores One Lakh Forty Eight Thousand Three Hundred and Forty Only).

5. DIVIDENDS

The Company has decided to sustain the growth in line with the long term growth objectives of the Company by retaining the profits and utilizing the same for opportunities in hand, therefore the company does not recommended any dividend.

6. RESERVES

No Amount has been transferred by the Company to Reserve during the Year.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Section 152 Companies Act, 2013 read with applicable Rules, if any, Mrs. Sarika Lahoti, retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for a re-appointment.

During the period under review, Mr. Ravindra Kadam ceased to be Director with effect from October 24, 2014. The Board placed on record its appreciation for the valuable contributions made by the ceased Directors of the Company.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act 2013.

8. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company state that—

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation and there are no material departures from the same;

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 viz. March 31, 2015 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; and

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.

9. PUBLIC DEPOSITS

The Company has neither invited nor accepted any public deposits during the period under review.

10. CORPORATE SOCIAL RESPOSIBILITY :

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

11. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

During the Financial Year 2014-15, the Board of Directors of the Company met seven times on May 28 2014, July 11 2014, July 23 2014, October 24 2014, January 15 2015, March 30 2015 and March 31 2015.

Frequency and quorum at these meetings were in conformity with the provisions of the Companies Act, 2013 and the Listing Agreement entered into by the company with the Stock Exchanges. All the Board members and the senior management personnel have affirmed compliance with the Code of Conduct during the year ended on 31st March, 2015.

12. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) oftheCompaniesAct,2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as Annexure I.

13. PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished as Annexure II.

14. AUDIT COMMITTEE

The composition of Audit Committee is as follows:

Name of Directors Designation in Committee Nature of Directorship

Mr. Madan Sanghi Chairman Non-Executive & Independent

Mr. Ashok Khajanchi Member Non-Executive & Independent

Mr. Gauri Shankar Bajaj Member Managing Director

During the Financial Year 2014-15, Audit Committee met 4 times on May 28 2014, July 11 2014,October 24 2014 and January 15 2015.

All the recommendations made by the audit committee were accepted by the Board.

Frequency and quorum at these meetings were in conformity with the provisions of the Companies Act, 2013 and the Listing Agreement entered into by the company with the Stock Exchanges.

15. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

All the Independent Non-Executive Directors of the Company viz. Mr. Madan Sanghi and Mr. Ashok Khajanchi, have submitted the declaration of independence as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of Listing Agreement.

16. NOMINATION AND REMUNERATION COMMITTEE

The Company follows a policy on "Nomination and Remuneration of Directors, Key managerial Personnel and Senior Management". The policy is approved by the Nomination & Remuneration Committee and the Board. More details on the same are given in Annexure III.

17. CONTRACTS AND ARRANGEMENT WITHRELATED PARTY

The Company had not entered into any transaction of a material nature, which will have a conflict with its interest during the year. The disclosure of related party transactions as required by the Accounting Standard (AS) 18 on 'Related Party Disclosers' issued by the Institute of Chartered Accountants of India (ICAI) is not given as company not entered in any related party transaction. Form AOC 2 as required under the Companies Act, 2013 for related party transaction is annexed as Annexure IV to the Directors Report which is having Nil Report.

18. STATUTORY AUDITORS

The Statutory Auditors of the Company are M/s. Mahesh Bairat & Associates, Chartered Accountants having ICAI Firm Registration Number 112722W, have audited the Financial Statements of the Company for the period April 01, 2014 to March 31, 2015. The Statutory Auditors were appointed by the members of the Company at the 15th Annual General Meeting of the Company held on July 02, 2015 to audit the Financial Accounts of the Company. Their term in the office of Statutory Auditors concludes at the ensuing Annual General Meeting and pursuant to provisions of Section 139 of the Companies Act, 2013 read along with the applicable rules framed thereunder, M/s. Mahesh Bairat & Associates are eligible for re-appointment.

M/s. Mahesh Bairat & Associates have expressed their willingness to get re-appointed as the Statutory Auditors of the Company and have furnished a certificate of their eligibility and consent under section 141 of the Companies Act, 2013 and the rules framed thereunder to hold the office of Statutory Auditors of the Company. As per the requirements of the Listing Agreement, M/s. Mahesh Bairat & Associates have vide letter confirmed that they hold a valid certificate. The Board on recommendation of Audit Committee have recommended the members of the Company, for appointment of M/s. Mahesh Bairat & Associates, as the Statutory Auditors of the Company for a term of 4 years, subject to ratification of members at every consequent Annual General Meeting.

19. SECRETARIAL AUDITORS

The Board of Directors vide their meeting held on March 31, 2015 have appointed M/s R. M Mimani & Associates as Secretarial Auditors to conduct Secretarial Audit for the Financial Year 2014-15. The Secretarial Audit Report issued by M/s R. M Mimani & Associates, Company Secretaries in Practice is self explanatory and does not call for further comments. The Secretarial Audit Report and Management reply on Qualifications stated in the said Secretarial report forms a part of Directors Report in Annexure V.

20. BUSINESS RISK MANAGEMENT

The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business. The Company has adopted risk management policy.

21. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

(A) Conservation of Energy

Your Company is continuously taking initiatives to ensure the optimum utilization of energy available in day to day operations. Your Company uses energy efficient lighting devices, light fittings to save energy, capacitor bank / devices to maintain power factor which are environment and power efficient.

(B) Technology Absorption

Your Company is doing its business by ensuring optimum utilization of its available resources. Your Company has not taken any research & development activity so far.

(C) Foreign Exchange Earnings and Outgo: The Company has not incurred in foreign currency during the financial year 2014-15.

22. CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board members and senior management personnel of the Company, which is available on website of the company i.e. www.sangamadvisors.com. The Company has obtained confirmations for the compliance with the said code from all its Board members and senior management personnel for the year ended March, 31, 2015.

23. CAUTIONARY STATEMENT

Statements in this Report, Management Discussion and Analysis, Corporate Governance, Notice to the Shareholders or elsewhere in this Annual Report, describing the Company's objectives, projections, estimates and expectations may constitute 'forward looking statement' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the Market conditions and circumstances.

24. INTERNAL FINANCIALS CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness were observed

25. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and provisions of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Compliance Committee , Nomination and Remuneration Committee and Stakeholders Relation Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always believed in providing a safe and harassment free workplace for every individual through various interventions and practices.

The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place an Anti-Sexual Harassment Policy. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15

- Number of complaints received: NIL

- Number of complaints disposed off: NIL

27. PARTICULARS OF EMPLOYEES

Particulars of employees as required u/s 134 of the Companies Act, 2013 are not annexed since there are no employees drawing remuneration of more than R 60,00,000/- per annum during the year under review, if employed for full year or more than R 5,00,000/- per month, if employed for part of the year.

28. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under the Listing Agreement forms part of this Annual Report for the year ended 31st March 2015.

29. CORPORATE GOVERNANCE

The Company is committed to maintain high standards of corporate governance and adhere to corporate governance requirement set out by SEBI. The report of corporate governance as stipulated under the Listing Agreement forms an integral part of the report. The Compliance certificate from the auditors or practicing Company Secretaries regarding compliance of conditions of corporate governance as stipulated in the Listing Agreement shall be annexed with the report.

30. AUDITORS' REPORT

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

31. DISCLOSURE ABOUT COST AUDIT

As per the Cost Audit Orders, Cost Audit is not applicable to the Company.

32. VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.

The Vigil Mechanism / Whistle Blower Policy has been uploaded on the Company's Website i.e www.sangamadvisors.com

33. PARTICULARS OF LOANS GIVEN, OR INVESTMENTS MADE

Particulars of loans given, investments made, along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement (Please refer the standalone financial statement).

34. HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

35. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

36. LISTING WITH STOCK EXCHANGES

The Company was earlier listed on BSE SME segment and now has migrated to BSE main frame. The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed.

37. ACKNOWLEDGEMENTS

The Directors wish to thank and deeply acknowledge the co-operation, assistance and support extended by the Regulatory Authorities, Company's Bankers, Customers, Shareholders and other business constituents during the year under review.

The Directors also wish to place on record their appreciation for all round co-operation and contribution made by employees at all levels.

By Order of the Board of Directors

Sd/- Sd/-

Date: September 03, 2015 Gauri Shankar Bajaj Anil Patodia

Place: Mumbai (Managing Director) (Executive Director)


Mar 31, 2014

The Shareholders,

The Directors are pleased to present the 15thAnnual Report of your Company along with the Audited Statement of Accounts for the year ended 31stMarch, 2014.

Financial Highlights :

Current Year Ending Previous Year Ending Particulars March, 2014 March, 2013 Rs. Rs.

Income from Operations 3,215,645 3,885,581

Other Income 1,714,190 932,453

Total Income 4,929,835 4,818,034

Less:Expenditure 3,118,179 3,210,063

Profit/(Loss) before Interest, Depreciation & Tax 1,811,656 1,607,971

Less:Interest - -

:Depreciation 70,270 141,809

Profit/(Loss) before Tax 1,741,386 1,466,162

Tax Expense (including Previous year Tax Adjustment 513,314 424,514

Profit/(Loss) after Tax 1,228,072 1,041,648

Add:Profit/(Loss) Brought Forward 3,752,966 2,752,514

Amount available for Appropriation/(Loss) 4,981,039 3,794,162

Results of Operation Review:

During the current period, your company has shown an increase in revenue to the extent of 2.32% from Rs.48.18 Lakhs during FY 2012-13 to Rs.49.30 Lakhs during FY2013-14. PAT has shown an increase of 17.90% from Rs.10.42 Lakhs during FY 2012-13 to Rs.12.28 Lakhs during FY2013-14.

Preferential Allotment of Equity Shares

During the year company has issued 2,64,000 Equity shares on preferential basis in accordance with in Principal Approval granted by BSE Limited .

Dividends:

The Company has decided to sustain the growth in line with the long term growth objectives of the Company by retaining the profits and utilizing the same for opportunities in hand, therefore the company does not recommended any dividend.

Personnel:

During the year, the company did not have any Employee covered under section 217 (2A) of the Companies Act, 1956 read with the Companies ( Particulars of Employees ) Rules, 1975 and therefore no particulars are required to be furnished.

Your Company''s work force and management have been working with mutual respect, co-operation and understanding. The Board appreciates the efforts put in by all the categories of employees towards the progress achieved by the Company during the year.

Directors:

In terms of the provisions Section 152 of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Anil Patodia, Director retire at the ensuing Annual General Meeting and is being eligible to offered herself for re-appointment at the ensuing Annual General Meeting.

In terms of the provision of Section 152 of the Companies Act, 2013 read with the Articles of Association of the Company Mr. Ashok Khajanchi, Director retire at the ensuing Annual General Meeting. The Company has received requisite notices in writing from members proposing Mr. Ashok Khajanchi for appointment as Independent Director for tenure of five years.

In terms of the provision of Section 152 of the Companies Act, 2013 read with the Articles of Association of the Company the tenure of Mr. Madan V Sanghi, Director is liable to determination by retirement of Directors by rotation and in respect of which the Company has received requisite notices in writing from members proposing Mr.Madan V. Sanghi for appointment as Independent Director for a tenure of five years.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Listing Agreement with the Stock Exchanges.

Based on the confirmations received from Directors, none of the Directors are disqualified fromappointment under Section 164 of the Companies Act 2013.

Auditors:

The Auditors M/s.Mahesh Bairat & Associates, Chartered Accountants, Retire at the forthcoming Annual General Meeting and being eligible for re-appointment, the Company has received a certificate from the auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act 1956.

Management Discussion and Analysis Report:

As required under Clause 52 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of the Director''s Report.

Public Deposits:

The company has not accepted any deposit within the meaning of the section 58A of the Companies Act, 1956.

Conservation Of Energy, Technical Absorption, Foreign Exchange Earning:

In view of the nature of activities carried on by the Company, the requirements for disclosure in respect of Conservation of Energy, Technology Absorption, in terms of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company. However the Company takes all possible efforts towards energy conservation. The requirement for disclosure with regard to technology absorption does not apply to the Company as the activity in which the Company operates does not require any technology.

During the period under review the Company has not earned any foreign exchange.

Corporate Governance:

A report on Corporate Governance along with a Certificate from the Auditors of the Company regarding the compliance with conditions of Corporate Governance as also the Management Discussion and Analysis Report as stipulated under Clause 52 of the Listing Agreement are annexed to this Report.

Director''s Responsibility Statement:

Pursuant to the requirements of the provisions of Section 217(2AA) of the Companies Act, 1956, your

Director confirms as under:

i )that in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relation to material departure;

ii )that the directors have 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 viz., March 31, 2014 and of the profit of the Company for the year ended on that date;

iii )that the directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detaching fraud and other irregularities;

iv ) that the directors have prepare the annual accounts ongoing concern basis.

Acknowledgements:

The Directors wish to thank and deeply acknowledge the co-operation, assistance and support extended by the Regulatory Authorities, Company''s Bankers, Customers, Shareholders and other business constituents during the year under review.

The Directors also wish to place on record their appreciation for all round co-operation and contribution made by employees at all levels.

For And Behalf of the Board Of Directors Sangam Advisors Limited

Sd/- Sd/-

Place: Mumbai Gauri Shankar Bajaj Ravindra Kadam

Date :28/05/2014 (Managing Director) (Executive Director)


Mar 31, 2013

To, The Shareholders,

The Directors are pleased to present the 14th Annual Report of your Company along with the Audited Statement of Accounts for the year ended 31stMarch, 2013.

Financial Highlights :

Year Ending March, Previous Year Ending Particulars 2013 March, 2012 Rs. Rs.

Income from Operations 38,85,581 52,76,772

Other Income 9,32,453 17,62,096

Total Income 48,18,034 70,38,868

Less:Expenditure 32,10,063 40,40,363

Profit/(Loss) before Interest, Depreciation & Tax 16,07,971 29,98,505

Less:Interest 16,198

:Depreciation 1,41,809 48,391

Profit/(Loss) before Tax 14,66,162 29,33,916

Tax Expense 4,24,514 7,38,680

Profit/(Loss) after Tax 10,41,648 21,95,237

Add:Profit/(Loss) Brought Forward 27,57,594 5,62,357

Amount available for Appropriation/(Loss) 37,99,242 27,57,594

Results of Operation Review:

During the current period of operation, your company has shown a decline in revenue to the extent of 26% from Rs.52.77 Lakhs during FY 2011-12 to Rs.38.86 Lakhs during FY 2012-13. Profit after Tax of the company has also decline to Rs.10.41 Lakhs during FY 2012-13 as compared to Rs.21.95 Lakhs during FY 2011-12. This is primarily on account of the slowdown in the capital markets and economy.

Listing of Equity Share on SME Segment of BSE:

Your Directors are pleased to inform you that your company has got its equity shares listed on SME platform of BSE Limited on 9th of August, 2012.

Dividends:

The Company has decided to sustain the growth in line with the long term growth objectives of the Company by retaining the profits and utilizing the same for opportunities in hand, therefore the company does not recommended any dividend.

Personnel:

During the year, the company did not have any Employee covered under section 217 (2A) of the Companies Act, 1956 read with the Companies ( Particulars of Employees ) Rules, 1975 and therefore no particulars are required to be furnished.

Your Company''s work force and management have been working with mutual respect, co-operation and understanding. The Board appreciates the efforts put in by all the categories of employees towards the progress achieved by the Company during the year.

Initial Public Offering:

Post completion of Initial Public Offer (IPO) of Equity shares during August 2012, your Company has entirely utilized the funds raised under the IPO as per the object of the Issue as on 31st March, 2013.

Directors:

The Board of Directors is experienced in their respective fields.

Auditors:

The Auditors M/s. Mahesh Bairat & Associates, Chartered Accountants, Retire at the forthcoming Annual General Meeting and being eligible for re-appointment, the Company has received a certificate from the auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act 1956.

Management Discussion and Analysis Report:

As required under Clause 52 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of the Director''s Report.

Public Deposits:

The company has not accepted any deposit within the meaning of the section 58A of the Companies Act, 1956.

Conservation Of Energy, Technical Absorption, Foreign Exchange Earning:

In view of the nature of activities carried on by the Company, the requirements for disclosure in respect of Conservation of Energy, Technology Absorption, in terms of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company. However the Company takes all possible efforts towards energy conservation. The requirement for disclosure with regard to technology absorption does not apply to the Company as the activities in which the Company operates does not require any technology.

During the period under review the Company has not earned any foreign exchange.

Re-appointment of Directors:

In accordance with Section 255 and 256 of the Companies Act, 1956 read with the Articles of Association of the Company, Mrs. Sarika Lahoti and Mr. Ravindra Kadam, retire by rotation and are being eligible offer themselves for reappointment at the ensuing Annual General Meeting.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 274(1)(g) of the Companies Act, 1956.

Corporate Governance:

A report on Corporate Governance along with a Certificate from the Auditors of the Company regarding the compliance with conditions of Corporate Governance as also the Management Discussion and Analysis Report as stipulated under Clause 52 of the Listing Agreement are annexed to this Report.

Director''s Responsibility Statement:

Pursuant to the requirements of the provisions of Section 217(2AA) of the Companies Act, 1956, your

Director confirms as under:

i ) that in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relation to material departure;

ii ) that the directors have 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 ofaffairs of the Company at the end of the financial year viz., March 31, 2013 and of the profit of the Company for the year ended on that date;

iii ) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accorance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detaching fraud and other irregularities;

iv ) that the directors have prepare the annual accounts on going concern basis.

Acknowledgements:

The Directors wish to thank and deeply acknowledge the co-operation, assistance and support extended by the Regulatory Authorities, Company''s Bankers, Customers, Shareholders and other business constituents during the year under review.

The Directors also wish to place on record their appreciation for all round co-operation and contribution made by employees at all levels.

FOR AND BEHALF OF THE BOARD OF DIRECTORS

FOR SANGAM ADVISORS LIMITED

Sd/-

Gauri Shankar Bajaj

(Managing Director)

Place: Mumbai

Date : 20/05/2013

 
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