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Sangam Advisors Ltd.

BSE: 534618 Sector: Financials
NSE: N.A. ISIN Code: INE299N01013
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VOLUME 7371
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P/E 232.95
Mkt Cap.(Rs cr) 51
Buy Price 50.15
Buy Qty 300.00
Sell Price 51.25
Sell Qty 100.00
OPEN 51.30
CLOSE 51.25
VOLUME 7371
52-Week high 51.30
52-Week low 23.50
P/E 232.95
Mkt Cap.(Rs cr) 51
Buy Price 50.15
Buy Qty 300.00
Sell Price 51.25
Sell Qty 100.00

Sangam Advisors Ltd. (SANGAMADVISORS) - Director Report

Company director report

The Members

Sangam Advisors Limited

The Directors are pleased to present the 17th Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2016.

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY

The Board’s Report shall be prepared based on the stand alone financial statementsof the Company.

Current Year Ending Previous Year Ending
Particulars March 31 2016 (in Rs.) March 31 2015 (In Rs.)
Total Income 4769443 3205344
Less: Expenditure 3459463 2058800
Profit/(Loss) before Interest Depreciation & Tax 1309980 1162331
Profit/(Loss) before Tax 1309980 1146544
Tax Expense (including Previous Year Tax Adjustment) 431644 329092
Profit/(Loss) after Tax 923160 817452

2. DESCRIPTION OF THE COMPANY’S OPERATIONS/STATE OF AFFAIRS DURING THE YEAR

During the current period your Company has shown an Increase in revenue to the extentof 48.80% from Rs. 32.05 Lakhs during FY 2014-15 to Rs. 47.69 Lakhs during FY 2015-16. PAThas shown an Increase of 12.93% from Rs. 8.17 Lakhs during FY 2014-15 to Rs. 9.23 Lakhsduring FY 2015-16.

3. FINANCIAL YEAR

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 31stday of March every year in respect whereof financial statement of the Company is made.

4. DIVIDEND AND RESERVES

In order to retain the surplus of the Company for its future growth and operation yourDirectors do not recommend any dividend for the financial year ended on March 31 2016.

5. SHARE CAPITAL

The paid up equity share capital as at March 31 2016 stood at 100148340 /- (RupeesTen Crores one Lacs Forty-Eight Thousand Three Hundred and Forty only). There is no changein the share capital of the company during the financial year.

6. SUBSIDAIRY AND ASSOCIATES COMPANIES

As on March 31 2016 the Company has no subsidiary or associates company or jointventures company.

7. CONSOLIDATED FINANCIAL STATEMENT

The Company is not required to consolidate its financial statements in terms of theprovision of Section 129(3) of the Companies Act 2013 and Rules made there-under duringthe financial year.

8. CORPORATE GOVERNANCE

A Report on Corporate Governance as required in terms of the provisions of Schedule Vof the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 togetherwith the Auditor’s Certificate thereon is annexed herewith.

9. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is annexed herewith as Annexure - A and formsan integral part of this report.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of the provision of section 152 of the Companies Act 2013 and of Articles ofAssociation of the Company Ms. Sarika Lahoti Directors of the Company retires byrotation at the ensuing Annual General Meeting and being eligible seeks re-appointment.

• Mr. Ankit H. Doshi additional Director of the Company holds office upto thedate of this Annual General

• Meeting is eligible recommended for appointment as Director of the Companyliable to retire by rotation.

• Mr. Pujan P. Doshi additional Director of the Company holds office upto thedate of this Annual General

• Meeting is eligible recommended for appointment as Director of the Company notliable to retire by rotation.

• Mr. Mitul Mehta additional Director (Independent Non-Executive) of the Companyholds office upto the date of this Annual General Meeting is eligible recommended forappointment as Independent Director of the Company for a period of five years.

• Mr. Anil Patodia and Mr. Ashok Khajanchi Directors of the Company has resignedfrom the Board of Directors of the Company with effect from September 02 2016

• Mr. Gauri Shankar Bajaj has resigned from the post of the Managing Director ofthe Company with effect from September 02 2016 however he will continue as a member ofthe Board of Director of the Company.

• Mr. Pujan P. Doshi has been appointed as Managing Director of the Company witheffect from September 02 2016 subject to the approval of the members at the ensuingannual general meeting.

• All Independent Directors had furnished to the Company a declaration underSection 149(7) of the Companies Act 2013 stating that they meet criteria of Independenceas provided under section 149(6) of the Companies Act 2013 and SEBI Listing Regulations.

11. BOARD EVALUATION INDUCTION AND TRAINING OF BOARD MEMBERS

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas evaluation of the working of the Board and its Committees culture execution andperformance of specific duties obligations and governance.

The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the Non-independent Directors was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.

The process followed by the Company for induction and training to Board members hasbeen explained in the Corporate Governance Report.

12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to financial statements.

13. WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns or grievances. TheWhistle Blower policy has been posted on the website of the Company.(www.sangamadvisors.com)

14. REMUNERATION AND NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members. Theremuneration and nomination policy has been posted on the website of the Company(www.sangamadvisors.com).

15. RELATED PARTY TRANSACTIONS AND POLICY

The Company has developed a related party transactions framework through standardoperating procedures for the purpose of identification and monitoring of transactions withthe related parties.

The policy on related party transactions as approved by the Board of Directors has beenuploaded on the website of the Company. None of the Directors has any pecuniaryrelationship or transactions vis-d-vis the Company.

The details of transactions entered into with the related parties are given in formAOC-2 in terms of the provision of section 188(1) including certain arm’s lengthtransactions and annexed herewith as annexure- "B"

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.

17. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement in terms of Section134(3)(c) of the Companies Act 2013:

i. that in the preparation of the Annual Accounts for the year ended March 31 2016the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

ii. and applied them consistently and made judgments and estimates that are reasonableand prudent so as to give a true and fair view of the state of affairs of the Company asat March 31 2016 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 ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

iv. the annual accounts have been prepared on a going concern basis;

v. that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

vi. That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

18. STATUTORY AUDIT

M/s. Mahesh Bairat & Associates Chartered Accountants Chartered Accountants(Firm Registration No: 103961W) who are the Statutory Auditors of the Company hold officeup to the forthcoming Annual General Meeting and expressed their unwillingness to continueas Statutory Auditors’ of the Company.

Mr. R T Jain & Co. Chartered Accountants (Firm Registration No. 103961W) hasconsented to act the Auditors’ of the Company are recommended for appointment for aperiod of five years to carry out the audit the accounts of the Company beginning from thefinancial year 2016-17.

As required in terms of the provisions of section 139 of the Companies Act 2013 theCompany has obtained written confirmation from M/s. R T Jain & Co.; that theirappointment if made would be in conformity with the limits specified in the saidSection.

19. COST AUDIT

Provision of Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 are not applicable to the Company during the financial yearunder review.

20. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed M/s R M Mimani & Associates LLP CompanySecretaries to undertake the Secretarial Audit of the Company. The Secretarial AuditReport is annexed herewith as Annexure – "C" and forms an integral part ofthis report.

21. INTERNAL FINANCIAL CONROL AND THEIR ADEQUACY

Your Company has policies procedures and effective internal controls for ensuringorderly and efficient conduct of the business safeguard of its assets prevention anddetection of fraud and errors accuracy and completeness of the accounting record timelypreparation of financial statements and proper disclosure.

During the financial year such controls were tested and no reportable materialweakness in the design or operation was observed.

The internal and operational audit is conducted on regular basis The main thrust ofinternal audit is to test and review controls appraisal of risks and business processesbesides benchmarking controls with best practices in the industry.

22. RISK MANAGEMENT

During the financial year under review the Company has identified and evaluateselements of business risk. Consequently a Business Risk Management framework is in place.The risk management framework defines the risk management approach of the Company andincludes periodic review of such risks and also documentation mitigating controls andreporting mechanism of such risks. The framework has different risk models which help inidentifying risks trend exposure and potential impact analysis at a Company level as alsoseparately for business.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provision of Schedule VII of the Companies Act 2013 read with Companies CorporateSocial Responsibility Policy) Rules 2014 are not applicable to the Company during theyear under review.

24. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances environmental regulations and preservation ofnatural resources.

As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 the Company has formulated and implemented a policy onprevention of sexual harassment at workplace with a mechanism of lodging complaints. Itsredressal is placed on the intranet for the benefit of its employees.

During the year under review no complaints were reported to the Board.

25. STATUTORY INFORMATION

• The information on conservation of energy technology absorption and foreignexchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act 2013 readwith the Rule 8(3) of the Companies (Accounts) Rules 2014 are not applicable to theCompany during the financial year under review.

• The information required under Section 197 of the Companies Act 2013 read withrule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are not applicable to the Company during the financial year under review.

• The Company has not accepted any deposits within the meaning of Section 73 ofthe Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

• The Business Responsibility Reporting as required under SEBI (LODR) 2015 and isnot applicable to your

• Company for the financial year under review. Disclosure as required under para Fof Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015are not applicable to the Company during the financial year.

26. CHANGE OF MANAGEMENT/PROMOTERS

Pursuant to Share Purchase Agreement dated April 18 2016 with the existingpromoters of the Company and subsequent open offer in accordance with Regulations 3(1) and4 of the Securities And Exchange Board of India (Substantial Acquisition Of Shares AndTakeovers) Regulations 2011 as amended from time to time Mr. Pankaj Doshi HiteshDoshi Binita Doshi Pujan Doshi Kirit Doshi Neepa Doshi Rushabh Doshi and BindiyaDoshi ("Acquirers") had taken over the control of the management of the Companyby acquiring 44.44% equity of the Company. The entire process has been completed on andreport dated July 28 2016 as required under regulation 27(7) of SEBI SAST Regulations2011 has been filed with SEBI.

27. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated underSEBI (LODR) Regulations 2015 is presented in a separate section forming part of thisAnnual Report for the financial year ended 31st March 2016.

28. CAUTIONARY STATEMENT

Statements in this Report Management Discussion and Analysis Corporate GovernanceNotice to the Shareholders or elsewhere in this Annual Report describing theCompany’s objectives projections estimates and expectations may constitute‘forward looking statement’ within the meaning of applicable laws andregulations. Actual results might differ materially from those either expressed or impliedin the statement depending on the Market conditions and circumstances.

29. ACKNOWLEDGEMENT AND PPRECIATION

Your Directors wish to thank all the stakeholders who have contributed to the successof your Company. Your Directors wish to place on record their appreciation for thecontribution made by the employees at all levels. Your Directors also wish to thank itscustomers dealers agents suppliers investors and bankers for their continued supportand faith reposed in the Company.

By Order of the Board of Directors

Gauri Shankar Bajaj Sarika Lahoti
(Director) (Director)
DIN: 02079820 DIN: 03476077
Place: Mumbai
Dated: September 02 2016

Annexure A FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN As on financial year ended on31.03.2016 Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of theCompany (Management & Administration) Rules 2014

I. REGISTRATION & OTHER DETAILS:

1. CIN L74140MH1999PLC120470
2. Registration Date 22/06/1999
3. Name of the Company Sangam Advisors Limited
4. Category / Sub-category of the Company Public Company Limited by Shares
83 Room no. 21 2nd floor
Shirin Building Narayan Dhruv Street
5. Address of the Registered Office and Masjid Mumbai-400003
Contact details
Email:-info@sangamadvisors.com
Website:- www.sangamadvisors.com
6. Whether listed company YES
Purva Sharegistry (India) Private Limited
7. Name Address & contact details of The Unit no. 9 Shiv Shakti Industrial Estate J.R. Boricha Marg Opp. Kasturba Hospital Lane Lower Parel (E) Mumbai 400 011.
Registrar & Transfer Agent if any. Tel: 91-22-2301 6761 / 8261 Fax: 91-22-2301 2517
Email busicomp@vsnl.com

II.PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

(All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated)

Sr No Name and Description of Product or Service NIC Code of Product/Service % of Total Turnover of the Company
1 Other financial intermediation 6599 8.80%
2 Other Business Activities 74140 91.20%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES:

Sr No Name and Address of Company CIN/GLN Holding/Subsidiary/Associate % of shares held

Applicable Section

Nil

IV. SHARE HOLDING PATTERN:

(Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Shareholding:

Category of Shareholders No. of Shares held at the beginning of the year (As on April 01 2015) No. of Shares held at the end of the year (As on March 31 2016) % Change during The year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoter
1) Indian
a) Individual / HUF 218896 - 218896 2.19 - - 218896 2.19 -
b) Central Govt - - - - - - - - -
c) State Govt(s) - - - - - - - - -
d) Bodies Corp 2963139 - 2963139 29.59 - - 1838302 18.36 -11.23
e) Banks / FI - - - - - - - - -
f) Any Other - - - - - - - - -
Sub-total(A)(1):- 3182035 - 3182035 31.77 - - 2057198 20.54 -11.23
2) Foreign
g) NRIs-Individuals - - - - - - - - -
h) Other-Individuals - - - - - - - - -
i) Bodies Corp. - - - - - - - - -
j) Banks / FI - - - - - - - - -
k) Any Other…. - - - - - - - - -
Sub-total(A)(2):- - - - - - - - - -
B. Public
Shareholding
1. Institutions - - - - - - - - -
a) Mutual Funds - - - - - - - - -
b) Banks / FI - - - - - - - - -
c) Central Govt - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -
f) Insurance Companies - - - - - - - - -
g) FIIs - - - - - - - - -
h) Foreign Venture Capital Funds - - - - - - - - -
i) Others - Market Maker 2 - 2 - - - - - -
Sub-total (B) (1)

2

-

2

-

-

-

-

-

-

2. Non Institutions

-

-

-

-

-

-

-

-

-

a) Bodies Corp.
(i) Indian 5052680 - 5052680 50.45 3457070 - 3457070 34.52 -15.93
(ii) Overseas - - - - - - - - -
b) Individuals
(i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 273757 273757 2.73 270758 270758 2.7 -0.3
(ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 1081620 1081620 10.8 3750497 3750497 37.45 +26.65
c) Others – NRI - - - - 157200 - 157200 1.57 +1.57
d) Others - HUF 424740 - 424740 4.24 322111 - 322111 3.22 -1.02
Sub-total (B) (2) 6832797 - 6832797 68.23 7957636 - 7957636 79.46 +11.23
Total Public Shareholding (B) = (B) (1) + (B) (2) 6832797 - 6832797 68.23 7957636 - 7957636 79.46 -
C. Shares held by
Custodian for GDRs & ADRs - - - - - - - - -
Grand Total (A+B+C) 10014834 10014834 100 10014834 10014834 100 -

ii. Shareholding of Promoters:

Shareholding at the beginning of the year i.e. April 01 2015 Shareholding at the end of the year i.e. March 31 2016
Sr. No Shareholder’s Name No. of Shares % of total Shares of the company %of Shares Pledged / encumbe red to total shares No. of Shares % of total Shares of the company shares %of Shares Pledged / encumbe red to total % change in share holding during the year
1. Giza Estates Private 2963139 29.59 - 1838302 18.36 - (-11.23)
Limited
2. Gauri Shankar Bajaj 32970 0.33 - 32970 0.33 - -
3. Devaki Nandan Lahoti 95879 0.96 - 95879 0.96 - -
4. Manju Lahoti 89890 0.9 - 89890 0.9 - -
5. RinkeshOmprakash Lahoti 157 0 - 157 0 - -
Total 3182035 31.77 2057198 20.54 - -

iii. Change in Promoters’ Shareholding (please specify if there is no change)

Sr. no Name of the Promoter

Shareholding at the beginning of the year (April 01 2015)

Cumulative Shareholding at the end of the year (March 31 2016)
No. of shares % of total shares of the company No. of shares % of total shares of the company
1 Giza Estates Private Limited 2963139 29.59 1838302 18.36
2 Gauri Shankar Bajaj 32970 0.33 32970 0.33
3 DevakiNandan Lahoti 95879 0.96 95879 0.96
4 Manju Lahoti 89890 0.9 89890 0.9
5 RinkeshOmprakash Lahoti 157 0 157 0

iv. Change in Top Ten Shareholders (Other than Directors Promoters and Holders of ADRsand GDRs and Broker’s

Pool Account)

Sr. no Name of Shareholder Shareholding at the beginning of the year i.e. April 01 2015 Cumulative Shareholding at the end of the year i.e. March 31 2016
No. of shares % of total shares of the company No. of shares % of total shares of the company
1. Shatrunjaya Estates Private Limited 1526040 15.24 42500 0.42
2. Navratanmal Ashok Kumar Surana Woollen Pvt.Ltd 1246580 12.45 0 0
3 Gannayak Sales Private Limited / Choice Equity Broking Private Limited(Broker’s Pool Account) 1017360 10.16 1017360 10.16
4. Dear Projects Private Limited 828960 8.28 828960 8.28
5. Vijay kumar Mukhiya 215820 2.15 145195 1.45
6. Bangbhumi Distributors Private Limited 226080 2.26 226080 2.26
7. Bhanwarlal Abhishek Kumar (Huf) 150720 1.50 150720 1.50
8. Bharat B Mishra HUF 113880 1.14 0 0
9. Rakesh Satya Narayan Rathi 103620 1.03 104320 1.04
10. Vimal Kumar Taparia And Sons (HUF) 94200 0.94 94200 0.94
11. Taib Securities Private Limited 0 0 510000 5.09
12. Money Care Finance & Leasing Private Limited 0 0 444500 4.44
13 Hitesh Doshi 0 0 475000 4.74
14 Pankaj Doshi 0 0 378615 3.78
15 Binita Doshi 0 0 300000 3.00

v. Shareholding of Directors and Key Managerial Personnel:

Shareholding at the beginning of the year (April 01 2015) Cumulative Shareholding during the year (March 31 2016)
Sr. no For each of the Directors and KMP % of total

% of total shares

No. of shares shares of the company No. of shares of the company
1. Mr. Gauri Shankar Bajaj 32970 0.33 32970 0.33
2. Mr. Madan Sanghi - - - -
3. Mr. Anil Patodia - - - -
4. Mrs. Sarika Lahoti - - - -
5. Mr. Ashok Kumar Khajanchi - - - -

V. INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year - - - -
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not
Total ( i + ii + iii ) Rs - - - -
Change in Indebtedness during the financial year - - - -
- Addition
- Reduction
Net Change - - - -
Indebtedness at the end of the financial year - - - -
i) Principal Amount
ii) Interest due but not paid iii)
Interest accrued but not due
Total ( i + ii + iii ) - - - -

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director Whole-time Director Executive Directors and/orManager

No. Managing Director Executive Director & CFO Amount
1 Gross salary
(a)Salary as per provisions contained insection17(1) of the 240000 241639 481639
Income-tax Act 1961 - - -
(b)Value of perquisites u/s 17(2)Income-tax Act 1961 - - -
(c)Profits in lieu of salary undersection17(3)Income- tax Act 1961
2 Stock Option - - -
3 Sweat Equity - - -
Commission - - -
4 - as % of profit
- Others specify…
5 Others please specify - - -
Total (A) 240000 241639 481639

Ceiling as per the Act Not Exceeding Rupees 42 Lakhs Yearly

B. Remuneration to the other directors:

Name of Director Total
Sl. No. Particulars of Remuneration Mr. Madan Sanghi Mr. Ashok Khajanchi Ms. Sarika Lahoti Amount
(Independent Director) (Independent Director) (Non-Executive and Non Independent Director)
1 Independent Directors
- Fee for attending board committee meetings- Commission Rs. 30000 Rs. 20000 N. A. Rs 50000
- Others please specify - -
Total (1) Rs. 30000 Rs. 20000 - Rs. 50000
2 Other Non-Executive Directors
Fee for attending board committee meetings Commission N. A. N. A. -
Otherspleasespecify
Total (2) - - Nil
3 Total (B) = ( 1 + 2 ) Rs. 30000 Rs. 20000 - Rs. 50000
Overall Ceiling as per the Act

Not Exceeding Rupees 42 Lakhs Yearly

C. Remuneration to Key Managerial Personnel Other Than MD / Manager / WTD:

Sl. no. Particulars of Remuneration Key Managerial Personnel
Chief Executive Officer Company Secretary Chief Financial Officer Total
1 Gross Salary
(a)Salaryasper provisions contained in section17(1)of the Income-tax Act1961 - - - -
(b)Value of perquisites u/s 17(2)Income-tax Act1961
(c)Profitsinlieuof salaryundersection 17(3)Income-tax Act1961
2 StockOption - - - -
3 SweatEquity - - - -
4 Commission - - - -
- as % of profit
- Others specify…
5 Othersplease specify - - - -
6 Total ( C ) - - - -

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

Type Section of the companies Brief description Details of Penalty/ Punishment/Compounding fees imposed Authority [RD /NCLT/Court] Appeal made. If any (give details)
Act
A. Company
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
B. Directors
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
C. Other Officers In Default
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules

2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s lengthbasis: Nil

a. Name(s) of the related party and nature of relationship: N.A.

b. Nature of contracts/arrangements/transactions: N.A.

c. Duration of the contracts / arrangements/transactions: N.A.

d. Salient terms of the contracts or arrangements or transactions including the valueif any: N.A.

e. Justification for entering into such contracts or arrangements or transactions: N.A.

f. Date(s) of approval by the Board: N.A.

g. Amount paid as advances if any: N.A.

h. Date on which the special resolution was passed in general meeting as required underfirst proviso to section 188: N.A.

2. Details of material contracts or arrangement or transactions at arm’s lengthbasis: Nil

a. Name(s) of the related party and nature of relationship: N.A.

b. Nature of contracts/arrangements/transactions: N.A.

c. Duration of the contracts / arrangements/transactions: N.A.

d. Salient terms of the contracts or arrangements or transactions including the valueif any: N.A.

e. Date(s) of approval by the Board if any: N.A.

f. Amount paid as advances if any: N.A.

ANNEXURE –"C" MR-3 Secretarial Audit Report for the financial year endedon March 31 2016

[Pursuant to Section 204(1) of the Companies Act 2013 and the Rule 9 of the companies(Appointment and remuneration of managerial personnel) Rule 2014]

The Members

Sangam Advisors Limited

Mumbai

We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Sangam Advisors Limited(hereinafter called the "Company"). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing our opinion thereon.

Based on our verification of the books papers minute books forms and returns filedand other records maintained by the Company and also the information provided by theCompany its officers agents and authorized representatives during the conduct ofsecretarial audit we hereby report that in our opinion the Company has during the auditperiod covering the financial year ended on March 31 2016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on March 31 2016 accordingto the provisions of:

(i) The Companies Act 2013 (the Act) and the Rules made there-under;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and theRules made there-under;

(iii) The Depositories Act 1996 and the Regulations and bye-laws framed there-under;

(iv) Foreign Exchange Management Act 1999 and the Rules and Regulations madethere-under to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’) to the extent applicableto the Company;

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015;

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

d. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(vi) During the financial year the Company is engaged in business of investment andproviding advisory services which are not subject to any specific law and hence nospecific law is applicable to the Company.

We have also examined compliance with the applicable clauses of the following;

(i) Secretarial Standards issued by the Institute of Company Secretaries of India

(ii) The SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015

(iii) The listing agreement entered into by the Company with Stock Exchange in India.

We report that during the financial year under review the Company has complied withthe provisions of the Act rules regulations guidelines as mentioned above subject tothe following:

(i) The Company has not complied with the provisions of section 203 of the CompaniesAct 2013 and of regulation 6 of the SEBI (Listing obligation and Disclosure Requirements)Regulations 2015 with regard to the appointment of Company Secretary and Complianceofficer of the Company.

(ii) The Company has not complied with the regulation 33(1) (d) of the SEBI (Listingobligation and Disclosure Requirements) Regulations 2015.

We further report that there was no action/event in pursuance of;

a) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; and

b) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

c) The Securities and Exchange Board of India (Issue of Debt Securities) Regulations2008

d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee

Stock Purchase Scheme) Guidelines 1999

We have relied on the representation made by the Company and its Officers for systemsand mechanism formed by the Company and test verification on random basis carried out forcompliances under other applicable Acts Laws and Regulations to the Company

The compliance by the Company of the applicable direct tax laws indirect tax laws andother financial laws has not been reviewed in this Audit since the same have been subjectto review by the other designated professionals and being relied on the reports given bysuch designated professionals.

We further report that based on the information provided and representation made bythe Company and also on the review of compliance reports taken on record by the Board ofDirectors of the Company in our opinion adequate system and process exits in the companycommensurate with the size and operations of the Company to monitor and ensure compliancewith the applicable general laws like labour laws competition law and environmental laws.

We further report that the Board of Directors of the Company is duly constituted to theextent of Executive Non-Executive and Independent Directors during the financial year.There is no change in the composition of the Board of Directors of the Company during thefinancial year under review.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent generally at least seven days in advance and in viewof the non-existence formal system we are not in position to comment on existence ofsystem for seeking and obtaining further information and clarifications on the agendaitems before the meeting and for meaningful participation at the meeting.

As per the minutes of the meeting duly recorded and signed by the Chairman majoritydecision carried through while the dissenting members’ views if any are capturedand recorded as part of the minutes.

We further report that there were no specific events/actions in pursuance of anyof the above referred laws rules regulations guidelines etc. having a major bearing onthe Company affairs.

For R M MIMANI & ASSOCIATES LLP

[COMPANY SECRETARIES]

Sd/-

RANJANA MIMANI

(PARTNER)

FCS No: 6271

CP No: 4234

Place: Mumbai

Dated: September 02 2016

Note: This report is to be read with our letter of even date which is annexed as"Annexure A" and forms and integral part of this report.

Annexure – "A"

The Members

Sangam Advisors Limited

Mumbai

Our Secretarial Audit Report of even date is to be read along with this letter;

1. Maintenance of secretarial records is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit;

2. We have followed the audit practices and the processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion;

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company;

4. Where ever required we have obtained the Management Representation about thecompliance of laws rules and regulation and happening of events etc.;

5. The compliance of the provisions of corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedure on test basis;

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For R M MIMANI & ASSOCIATES LLP

[COMPANY SECRETARIES]

Sd/-

RANJANA MIMANI

(PARTNER)

FCS No: 6271

CP No: 4234

Place: Mumbai

Dated: September 02 2016

MANAGEMENT REPLY FOR QUALIFICATIONS MENTIONED IN THE SECRETARIAL AUDITORS’ REPORT

Dear Members

With Reference to the captioned subject matter please find below the Management Replyto the qualifications mentioned in the Secretarial Auditors’ Report. i. TheCompany has not complied with the provisions of section 203 of the Companies Act 2013 andof regulation 6 of the SEBI (Listing obligation and Disclosure Requirements) Regulations2015 with regard to the appointment of Company Secretary and Compliance officer of theCompany.

Management Response:

The Company has given newspaper advertisement for requirement of Company Secretary inthe Financial Year 2015-16. However the Company could not find suitable Candidate for theappointment. The Company is in process of appointing Company Secretary.

ii. The Company has not complied with the regulation 33(1) (d) of the SEBI (Listingobligation and Disclosure

Requirements) Regulations 2015. The Company has not appointed Company Secretary asrequired in terms of the provision of section 203 of the Act.

Management Response:

In the opinion of the Board it is a technical in nature however on notice the Boardhas taken the necessary steps and in process of complying the same.

By Order of the Board of Directors

Gauri Shankar Bajaj Sarika Lahoti
(Director) (Director)
DIN: 02079820 DIN: 03476077
Place: Mumbai
Dated: September 02 2016