Directors Report of Sanghi Corporate Services Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Twenty Fifth Annual Report together with the Audited Financial Statements of the Company for the financial year ended 31st March, 2015.

1. FINANCIAL RESULTS

The Financial Results of the Company for the year ended 31st March, 2015 are as follows:-

31st March, 31st March, 2015 2014 (Rs.) (Rs.)

Turnover 25,844,000 34,582,298

Profit/(Loss) After Tax (13,304,000) 46,233

Less/Add: Balance brought forward (25,036,679) (25,082,912)

Balance carried to the Balance Sheet (38,340,679) (25,036,679)

2. DIVIDEND

In view of the losses, no dividend is recommended for the year under review.

3. OPERATIONS AND FUTURE PROSPECTS

As mentioned under Note No. 18-B-lof Notes on Accounts-, your Company is facing substantial Income Tax Liabilities which are being contested at ITAT level. Management thought it prudent to undertake fresh substantial business activities once the Income Tax matter is settled.

4. SUBSIDARIES AND JOINT VENTURES

There are no Subsidiaries and Joint ventures of the Company.

5. REPORTS ON MANAGEMENT DISCUSSION, ANALYSIS AND CORPORATE GOVERNANCE

As required under the Listing Agreement with Bombay Stock Exchange ("Listing Agreement"), Management Discussion, Analysis and Corporate Governance Report are annexed as Annexure 1 and Annexure 2 respectively to this Report.

6. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions of Section 135 of the Companies Act, 2013 ("the Act") read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company.

7. DIRECTORATE

Pursuant to the provisions of the Act, Shri Ashok Kumar Sanghi retires by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment. Further, the Company has not appointed any whole-time key managerial personnel as per the provisions of Section 203 of Companies Act, 2013 during the financial year under review.

8. EXTRACT OF THE ANNUAL RETURN

Extract of the annual return for the Financial Year ended on 31st March, 2015 as required by Section 92(3) of the Act is annexed as Annexure 3 to this report.

9. NUMBER OF BOARD MEETINGS

During the year four Board Meetings were held. The details of the Board meetings are provided in the Corporate Governance report. The intervening gap between the meetings was within the period prescribed under Companies Act, 2013.

10. DIRECTORS RESPONSIBILITY STATEMENT

As required under the provisions of Section 134 of the Act, your Directors report 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; and

(e) the directors, have laid down internal financial Controls to be followed by the Company and that such internal financial controls are Adequate and are operating effectively.

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

11. DECLARATION BY INDEPENDENT DIRECTORS

The following Directors are independent in terms of Section 149 (6) of the Act and Clause 49 of the Listing Agreement:

i. Shri M.K.Saboo

ii. Shri K. Udaykumar

The Company has received declarations/ confirmations from both the Directors confirming their independence.

12. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The requisite details as required by Section 134 (3)(e), Section 178(3) & (4) and Clause 49 of the Listing Agreement are annexed as Annexure 4 to this Report.

13. RESERVES AND SURPLUS

In view of heavy losses and non-availability of surplus, no amount has been allocated to reserves.

14. STATUTORY AUDITORS AND AUDIT REPORT

There are Qualifications made by the Auditors in their report in point no. 2-g-ii on the Financial Statement of the Company for the Financial Year ended 31st March, 2015. In that regards Directors would like to state the activities in Future market was mostly pertaining to shares in the Company's stock and it was more like hedging activity.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE ACT

Particulars of loan given and of the investments made by the Company as at 31st March, 2015 are given in the Notes forming part of the Financial Statements. During Financial Year under review the Company has not made any investments.

16. SECRETARIAL AUDIT

Pursuant to Section 204 of the Act, the Secretarial Audit Report for the Financial Year ended 31st March, 2015 given by Shri R. K. Agrawal & Associates, Practising Company Secretary is annexed as Annexure 5 to the Report.

As regards the observation made in the said Secretarial Audit Report, Directors would like to explain as below:

i. Regarding non appointment of whole-time key managerial personnel it is hereby stressed that the Company's financial position do not permit the same as it is virtually out of business due to prolonged Income tax matter. As soon as the same is resolved, Directors would make all out efforts to generate the resources & bring the Company on its feet and with proper managerial personnel.

17. RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business and as such provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in Form AOC-2 is not required. Further there are no material related party transactions during the year under review with the Promoters or Directors.

18. STATE OF COMPANY'S AFFAIRS

The state of the Company's affairs is given under the heading "Operations and Future Prospects" and various other headings in the Report and in Management Discussion and Analysis Report which is annexed to the Directors' report.

19. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of this Directors' Report.

20. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required, to be disclosed in terms of Section 134 of the Act, read with The Companies (Accounts) Rules, 2014 is annexed as Annexure 6 to this Report.

21. RISK MANAGEMENT POLICY

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risk in order to minimize its impact on the business. It is dealt with in greater details in the management discussion and analysis Section.

22. ANNUAL PERFORMANCE EVALUATION

In compliance with the provisions of the Act and Clause 49 of the Listing Agreement, the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee dynamics, etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provision of the Act, the Rules framed there under and the Listing Agreement.

Individual Directors:

a) Independent Directors: In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of directors (excluding the director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each independent director was a reputed professional and brought hisher rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director in the Board will be in the interest of the Company.

b) Non-Independent Directors: The performance of each of the non-independent directors (including the chair person) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership.

23. DEPOSITS

The Company has not accepted or continued any public deposits as contemplated under Chapter V of the Act.

24. DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The requisite details relating to ratio of remuneration etc. as stipulated under the above Rules are annexed as Annexure 7 to this Report.

25. DISCLOSURE UNDER RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The requisite details relating to the remuneration of the specified employees covered under the above Rules are annexed as Annexure 8 to this Report.

26. ORDERS BY REGULATORS, COURTS OR TRIBUNALS

No significant and material orders were passed by any regulator or court or tribunal impacting the going concern status and the Company's operations in future.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The existing internal financial controls are commensurate with the nature, size, complexity and the business processes followed the Company. They have been reviewed and found generally satisfactory by an independent expert on the following key control matrices:

1. Entity level controls

2. Financial controls and

3. Operational controls

Which included authority and organization matrix, standard operating procedures, risk management practices, compliance framework within the organization, ethics and fraud risk management, management information system, self-assessment of control point, business continuity and disaster recovery planning, budgeting system, etc.

28. AUDITORS

At the 24th Annual General Meeting held on 23rd August, 2014, the members approved appointment of M/S Vivek Agrawal & Co., Chartered Accountants, Mumbai (Registration No. 129058W) to hold office from the conclusion of the 24th Annual General Meeting until the conclusion of the Annual General Meeting to be held in the year 2017, (subject to ratification of the appointment by the Members, at every Annual General Meeting held after the 24th Annual General Meeting) on such remuneration as may be fixed by the Board, apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.

29. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Since there is no employee in the Company the above disclosure stands not applicable.

For and on behalf of the Board,

Place: Mumbai (A.K Sanghi) Date: 18/07/2015 Director

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Fourth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2014.

FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March 2014 are as follows:-

31st March 2014 31st March 2013 (Rs) (Rs.)

Turnover 3,45,82,298 3,23,34,505 Profit /(Loss) After Tax 46,233 (10,44,528) Less/Add: Balance brought forward (2,50,82,912) (240,38,384) Balance carried to the Balance Sheet (2,50,36,679) (2,50,82,912)

DIVIDEND

In view of earlier losses, no dividend is recommended for the year under review.

OPERATIONS & FUTURE PROSPECTS

As mentioned under Notes on Accounts, your company is facing substantial Income Tax Liabilities which are being contested at appeal level. Management thought it prudent to undertake fresh substantial business activities once the Income Tax matter is settled and required working capital organized.

FIXED DEPOSTIS

The Company is not having any deposit

PARTICULARS OF EMPLOYEES

There are no employees in respect of whom particulars as required under Section 217(2A) of the Companies Act, 1956 need to be disclosed in the Directors'' Report.

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

Particulars required to be disclosed in accordance with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are not applicable to the Company.

DIRECTORS RESPONSIBILITY

Yours Directors confirm the following Directors'' Responsibility statement pursuant to provisions of section 217(2AA) of the Companies Act, 1956:

a) in the preparation of Annual accounts for the year ended 31st March 2014 the company has followed the applicable accounting standards with proper explanations relating to material departures, if any:

b) Appropriate accounting policies have been selected and applied consistently and judgment and estimates are made prudently and reasonably so as to give a true and fair view of the state of affairs of the company as at 31st March 2014 and of the Profit/ loss of the company for that year.

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the applicable provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

The Report on Managements Discussion and Analysis and Report on Corporate Governance are forming part of Directors Report and are annexed as Annexure"A"

As required by the Listing Agreement an Auditors Report on Corporate Governance is also attached to the said Report

CASH FLOW STATEMENT

As required under Clause 32 of the Listing Agreement with the stock Exchanges, a Cash Flow Statements is attached to the Balance Sheet, along with Auditors Certificate.

DEMATERIALISATION OF EQUITY SHARES

The Company''s shares are under dematerialization by NSDL/ CDSL under ISIN-INE998M01012 DIRECTORS

In accordance with the Companies Act, 1956 and the Articles of Association, Shri K. Udaykumar retires by rotation and being eligible offers herself for reappointment.

AUDITORS REPORT

The Auditors in their Report have referred to notes forming parts of accounts. The said notes are self explanatory.

AUDITORS

M/s Vivek R. Agarwal & Co., Chartered Accountants, Mumbai, who retire at the ensuing Annual General Meeting, being eligible, have given their consent for reappointment. The Directors recommend for their reappointment.

For and on behalf of Board

Place: Mumbai A K SANGHI Date: 12.07.2014 (Director)

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Mar 31, 2010

The Directors have pleasure in presenting the Twentieth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2010.

FINANCILAL RESULTS

The financial results of the Company for the year ended 31st March 2010 are as follows:-

31st March 2010 31st March 2009 (Rs) (Rs)

Turnover 18,335,406 4,852,018

Profit/(Loss) After Tax 255,589 (286,829)

Less/Add: Balance brought (21,684,311) (21,397,482) forward

Balance carried to the Balance (21,428,722) (21,684,311) Sheet

DIVIDEND

In view of earlier losses, no dividend is recommended for the year under review.

OPERATIONS & FUTURE PROSPECTS

As mentioned under Notes on Accounts, your company is facing substantial Income Tax Liabilities which are being contested at appeal level. Management thought it prudent to undertake fresh substantial business activities once the Income Tax matter is settled and required working capital organized.

FIXED DEPOSTIS

The Company is not having any deposit

PARTICULARS OF EMPLOYEES

There are no employees in respect of whom particulars as required under Section 217(2A) of the Companies Act, 1956 need to be disclosed in the Directors Report.

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

Particulars required to be disclosed in accordance with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are not applicable to the Company.

DIRECTORS RESPONSIBILITY

Yours Directors confirm the following Directors Responsibility statement pursuant to provisions of section 217(2AA)of the companies Act, 1956:

a) in the preparation of Annual accounts for the year ended 31st March 2010 the company has followed the applicable accounting standards with proper explanations relating to material departures, if any:

b) Appropriate accounting policies have been selected and applied consistently and judgment and estimates are made prudently and reasonably so as to give a true and fair