DIRECTORS REPORT To, The Members Sangam Advisors Limited Mumbai 1. 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. 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 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. CAUTIONARYSTATEMENT 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/-Gauri Shankar Bajaj (Managing Director) Sd/- Anil Patodia (Executive Director) Date: September 03, 2015 Place: Mumbai |