Sanchay Finvest Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2024

Your Board of Directors takes pleasure in presenting this Thirty third (33^rd] Annual Report covering the highlights of the finances, business, and operations of your Company along with the Audited Financial Statements and Report of Auditors thereon for the Financial Year ended 31^st March, 2024.

COMPANY’S FINANCIAL HIGHLIGHTS :

The highlights of the Company’s financial results for the Financial Year 2023-24 are as under:

f Amount in Lakhs''!

Particulars	FY 2023-24	FY 2022-23
Total Revenue from Operations	58.87	43.31
Other Income	6.11	3.49
Total Income	64.98	46.81
Total Expenditure	41.27	23.62
Profit/loss before tax	(14.09]	23.19
Total Tax Expenses	0.16	(0.11]
Net Profit/loss	(14.25)	23.08
Earnings Per Share (in Rs]
Basic	(0.45]	0.73
Diluted	(0.45]	0.73

OPERATIONS PERFORMANCE:

Your Company’s Total Income during the year under review was Rs. 64.98Lakhs as compared to Rs. 46.81 Lakhs in the previous year. Profit/loss before Tax for the year 2023-24 was Rs. (14.09] Lakhs as against Rs. 23.19 Lakhs in the previous year. Profit after Tax for the year 2023-24 stood at Rs. (14.25] Lakhs as against Rs. 23.08 Lakhs in the previous year.

The Financial Statements for the year ended March 31, 2024 have been prepared in accordance with Indian Accounting Standards (Ind-AS] notified under the Companies (Indian Accounting Standards] Rules, 2015 read with Section 133 of Companies Act, 2013, (the ‘Act’] and other relevant provisions of the Act. There are no material departures from the prescribed norms stipulated by the accounting standards in preparation of the annual accounts.

Management evaluates all recently issued or revised accounting standards on an ongoing concern basis. The Company discloses Financial Results on a quarterly basis, which are subject to Limited Review and publishes Audited Financial Results on an annual basis.

TRANSFER TO RESERVES:

During the year under review, the Company has not transferred any amount to the ''General Reserve’ and entire amount of profit for the year forms part of the ‘Retained Earnings

DIVIDEND:

Your Directors did not recommend any dividend for the year.

CHANGE OF REGISTERED OFFICE:

There is no shifting of registered office during the Financial year 2023-2024. The Board has decided to Change the Registered Office from State of Madhya Pradesh to State of Maharashtra.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company during the year. The company is mainly into the Company is mainly into broking activities and cash and derivatives segment at BSE. The Company’s main business is Investment in shares and Investment in Equity / Debt Mutual Funds.

CORPORATE SOCIAL RESPONSIBILITY :

During the financial year under review, the provisions of Section 135 of the Act relating to the Corporate Social Responsibility are not applicable to your Company. However the company has not formed a CSR committee.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED:

Human resources have always been of supreme importance at Sanchay Finvest Limited as they are the growth-drivers and the mainstay of the organization. The prominence of the people of the organization stems from the belief that they are the authors of the Company’s success story. Integral to the Company''s approach, Human resource development is its distinctive strategy. The strategy ensures developing and nurturing a team of competent, passionate and inspiring leaders who would turn to be the scribes of a promising future''s slate. Thus, building a future ready organisation through true to type learning, innovation and world-class execution. The Company believes that the alignment of all employees to a shared vision and purpose is crucial for succeeding in the marketplace. Further it recognises the mutuality of interest with key stakeholders and is committed to building harmonious employee relations.

Sanchay Finvest Limited is confident that its employees will relentlessly strive to Annual Report 2023-24 meet the growth agenda, deliver world class performance and innovate newer things. Thus they will uphold human dignity, foster team spirit and discharge

their role as ''trustees'' of all stakeholders with true faith and allegiance.

The Company cares for its people, customers, suppliers, and community who are reflected in the Company''s policy, programs and development efforts.

NOMINATION AND REMUNERATION POLICY :

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Executive & Non-Executive Directors, Key Managerial Personnel, Senior Management and other employees of the Company.

The policy outlines the criteria for determining qualifications, positive attributes, relevant experience and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates.

The Policy also lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission). Key Managerial Personnel, Senior Management and other employees. The Nomination and Remuneration Policy of the Company is available on the website of the Company www.sanchayfinvest.in.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY, OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

INTERNAL FINANCIAL CONTROL SYSTEMS, THEIR ADEQUACY AND RISK MANAGEMENT:

The establishment of an effective corporate governance and internal control system is essential for sustainable growth and long-term improvements in corporate value, and accordingly, Sanmit Infra Limited works to strengthen such structures. We believe that a strong internal control framework is an important pillar of Corporate Governance.

Your Company has put in place adequate internal financial controls commensurate with the size and complexity of its operations. The internal controls ensure the reliability of data and financial information to maintain accountability of assets.

The Company has an effective internal control and risk mitigation system, which is constantly assessed and strengthened with new/revised standard operating procedures. These controls ensure safeguarding of assets, reduction and detection of fraud and error, adequacy and completeness of the accounting records and timely preparation of reliable financial information. Critical functions are rigorously reviewed and the reports

are shared with the Management for timely corrective actions, if any. Business risks and mitigation plans are reviewed and the internal audit processes include evaluation of all critical and high-risk areas.

The main focus of internal audit is to review business risks, test and review controls, assess business processes besides benchmarking controls with best practices in the industry. Significant audit observations and follow-up actions thereon are reported to the Audit Committee. For ensuring independence of audits, internal auditors report directly to the Audit Committee.

RELATED PARTY TRANSACTIONS :

All transactions entered with Related Parties for the year under review were on arm''s length basis and thus a disclosure in Form AOC-2 in terms of Section 134 of the Act is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel.

All related party transactions are mentioned in the notes to the accounts. All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are verified by the Audit Committee and a statement giving details of all Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

The Policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company www.sanchayfinvest.in. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company except remuneration, ESOP and sitting fees.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements forming part of the Annual Report

DEPOSITS:

The Company has not accepted any deposits, within the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits] Rules, 2014.

PERFORMANCE OF SUBSIDIARY COMPANIES :

The Company has no subsidiaries, therefore not required to provide detail of performance of subsidiary Company. Hence, AOC -1 is not required to be attached to the said report.

CORPORATE GOVERNANCE :

Company is committed to maintain high standards of Corporate Governance to achieve business excellence and strengthen the confidence of all stakeholders. The Company

constantly endeavours to create and sustain long-term value for all its stakeholders including, but not limited to, shareholders, employees, customers, vendors, suppliers, investors and the wider communities that we serve.

Your Company has complied with the mandatory Corporate Governance requirements stipulated under the Listing Regulations. A separate Report on Corporate Governance is annexed as Annexure-III hereto forming part of this report together with the requisite certificate from Ramesh Chandra Mishra & Associates, Practicing Company Secretary as stipulated under the Listing Regulations

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) COMPOSITION:

The Company''s Board of Directors consists of distinguished individuals with proven competence and integrity. Besides strong financial acumen, strategic astuteness, experience and leadership qualities, they have a significant degree of dedication to the Company and invest adequate time to Meetings and preparation. In terms of requirement of Listing Regulations, 2015, the Board has defined fundamentals, skills, expertise and competencies of the Directors in the context of the Company''s business for effective functioning and how the current Board of Directors is fulfilling the required skills and competences. As of March 31, 2024 the Board Comprises of Six [6] Directors, out of which Two (2] is Executive Director and five (4] are Non-Executive Directors (including one Woman Director).

As on the date of this Report, following are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) read with Section 203 of the Act:

SR. NO.	NAME OF DIRECTOR	CATEGORY	DESIGNATION
1	Mr. Nikhil Saran Mathur	Non Executive, Independent Director	Independent Director
2	Mr. Narottam Kumar Nandlal Sharma	Non Executive, NonIndependent Director	Director
3	Mr. Naresh Kumar Nandlal Sharma	Promoter, Executive Director	Managing Director
4	Mr. Sureshkumar Nandlal Sharma	Non Executive, NonIndependent Director	Director
5	Mr. Sarthak Naresh Sharma	Executive Director	Whole time Director
7	Mrs. Sushama Anuj Yadav1	Non Executive- Independent Director	Independent Director
8	Mrs. Neha Milan Shah	Chief Financial Officer and Company Secretary and Compliance Officer	Chief Financial Officer and Company Secretary and Compliance Officer

Appointment/ Re-appointment:

The Board of Directors at its meeting held on 6^th December, 2024 subject to approval of shareholders :

1. Approved the appointment of Mr. Milan Meghnad Shah (DIN: 02964070] as NonExecutive Independent Director for the period of Five (5] years commencing from w.e.f. 6^th December, 2024 to 5^th December, 2029 at 33^rd Annual General Meeting scheduled to be held on September 28, 2023.

Resolution seeking shareholders’ approval for their appointment along with other required details are provided as an Annexure- A to Notice of the Annual General Meeting.

Directors Retiring by Rotation:

In accordance with the provisions of Section 152 of the Act and the Company''s Articles of Association, Mr Naresh Kumar Nandlal Sharma (DIN: 00794218] Managing Director , Director retires by rotation at the forthcoming Annual General Meeting ("AGM"] and being eligible, has sought re-appointment. Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors has recommended their reappointment and the matter is being placed for seeking approval of members at the ensuing Annual General Meeting of the Company.

Pursuant to Regulation 36 of the Listing Regulations read with Secretarial Standard-2 on General Meetings, necessary details of Mr Naresh Kumar Nandlal Sharma (DIN: 00794218] Managing Director are provided as an Annexure-A to the Notice of the Annual General Meeting. None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2] of the Companies Act, 2013 and Rule 14(1] of the Companies (Appointment and Qualification of Directors] Rules, 2014.

Cessations:

During the year under review there were no Cessations.

Key Managerial Personnel:

During the year under review there were no Changes in Key Managerial Personnel. Declarations by Independent Directors:

All Independent Directors of the Company have given declarations that they meet the conditions of independence as laid down under Section 149(6] of the Act and Regulation 16(1] (b] of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfill the said conditions of independence. The Independent Directors have also confirmed that they have complied with the Company’s Code of Business Conduct & Ethics.

The Ministry of Corporate Affairs ("MCA"] vide Notification Number G.S.R. 804(E] dated October 22, 2019 and effective from December 01, 2019 has introduced the provision relating to inclusion of names of Independent Directors in the Data Bank maintained by

Indian Institute of Corporate Affairs (IICA). All Independent Directors of the Company are registered with IICA.

In the opinion of the Board possess the requisite integrity, experience, expertise, proficiency and qualifications.

NUMBER OF MEETINGS OF THE BOARD :

The Board meets at regular intervals to discuss and decide on business policies and strategies. The Board exhibits strong operational oversight with regular business presentations at Meetings. The Board Meetings are prescheduled to help them plan their schedules and ensure meaningful participation. Only in the case of special and urgent business, should the need arise, of the Board''s approval taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting. The agenda for the Board Meetings includes detailed notes on the items to be discussed to enable the Directors to take informed decisions. During the Financial Year 2023-24, Six (6] Meetings of the Board of Director were conducted. The details of Board Meetings and the attendance of the Directors at such meetings are also provided in the Corporate Governance Report, which forms part of this Annual Report. The intervening gap between the meetings was within the prescribed period under the Companies Act, 2013 and the Listing Regulations.

Sr. No	Date	Board Strength	No. of. Directors Present
1	29th May, 2023	6	6
2	14th August, 2023	6	6
3	1st September, 2023	6	6
4	8th September, 2023	6	6
5	11th November, 2023	6	6
6	14th February, 2024	6	6

PERFORMANCE OF THE BOARD AND COMMITTEES :

During the year under review, the performance of the Board & Committees and

Individual Director(s) based on the below parameters was satisfactory:

(i) All Directors had attended the Board meetings;

(ii) The remunerations paid to Executive Directors are strictly as per the Company and industry policy.

(iii) The Independent Directors only received sitting fees.

(iv) The Independent Directors contributed significantly in the Board and committee deliberation and business and operations of the Company and subsidiaries based on their experience and knowledge and Independent views.

(v) The Credit Policy, Loan Policy and compliances were reviewed periodically;

(vi) Risk Management Policy was implemented at all critical levels and monitored by the Internal Audit team who places report with the Board and Audit committee.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub section [3] of Section 178 of the Companies Act, 2013, adopted by the Board and are stated in this Board report. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

COMPOSITION OF BOARD COMMITTEES:

Currently, the Board has Three Committees: 1] Audit Committee, 2] Nomination and Remuneration Committee, 3] Stakeholders Relationship Committee,

A detailed note on the Board and its Committees is provided under the Corporate Governance Report in Annexure-III that forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) of the Act:

(i) That in the preparation of the accounts for the financial year ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31^st March 2024 on a ''going concern'' basis.

(v) The internal financial controls are laid and have been followed by the company and that such controls are adequate and are operating effectively. Such controls means controls and policies and procedures adopted and adhered by the company for orderly and efficient conduct of the business for safeguarding assets, prevention and detection of frauds and errors and maintenance of accounting records and timely preparation of financial statements and review its efficiency.

(vi) 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.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of all the Directors individually, including Independent Directors, Managing Director, Chief Financial Officer and Executive Directors.

Feedback was sought by way of a structured questionnaire covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board Culture, Execution and Performance of Specific Duties, Obligations and Governance and the evaluation was carried out based on responses received from the Directors. The performance evaluation of Committees was based on criteria such as structure and composition of Committees, attendance and participation of member of the Committees, fulfilment of the functions assigned to Committees by the Board and applicable regulatory framework, frequency and adequacy of time allocated at the Committee Meetings to fulfill duties assigned to it, adequacy and timeliness of the Agenda and Minutes circulated, comprehensiveness of the discussions and constructive functioning of the Committees, effectiveness of the Committee’s recommendation for the decisions of the Board, etc.

The performance evaluation of Independent Directors was based on various criteria, inter-alia, including attendance at Board and Committee Meetings, skill, experience, ability to challenge views of others in a constructive manner, knowledge acquired with regard to the Company''s business, understanding of industry and global trends etc

The performance evaluation of the Directors and Committees was completed during the year under review. The Independent Directors of the Company have held one meeting during the year without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole.

The Board of Directors expressed their satisfaction with the evaluation process.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS :

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company’s operations in future.

ENVIRONMENT, HEALTH AND SAFETY :

The Company ensures strict compliance with all the statutory requirements. The

focus continues on water and energy conservation, increasing the proportion of green energy in the overall energy consumption and reduction in generation of waste. The Company has robust environment management system in place to ensure all environmental risks and opportunities associated with our operations are taken care.

The safety culture is a journey and management through frequent communication and training is strengthening the safety culture across the Organization and keep reinforcing the discipline. We are also committed to provide a safe & healthy work environment across all the manufacturing plants and offices. The management have put in place strong processes and procedures across all the plants and have systems to continuously monitor its adherence. The Company’s plants continue to improve well-being of its personnel by organising occupational health examination, periodic health check-ups and workplace monitoring.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the Listing Regulations is implemented through the Company’s Whistle Blower Policy to enable the Directors, employees and all stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company at www.sanchayfinvest.in .

During the financial year under review, no complaints were received under the Whistle Blower Policy / Vigil mechanism

AUDITORS AND REPORTS:

Statutory Auditor & their Audit Report for the year ended March 31, 2024:

M/S. V. R. Bhabhra & Co, Chartered Accountants (FRN No. 112B61W] were appointed as Statutory Auditors of the Company for a period of five consecutive years at the Annual General Meeting [AGM] of the Members held on held on September 29, 2022 But due to non-receipt of renewed peer review certificate the Statutory Auditors has resigned from the Company w.e.f. 13th June, 2024;

M/s Jain Jagawat Kamdar & Co. Chartered Accountants (FRN No. 122 530W)

were appointed as a Statutory Auditors of the Company for a period of five consecutive years at the Extraordinary General Meeting (EGM) held on 24^th September, 2024;

The Auditors'' Report on the Financial Statement for the year ended March 31, 2024, is unmodified i.e., it does not contain any qualification, reservation, adverse remark or disclaimer and notes thereto are self-explanatory and do not require any explanations.

Secretarial Auditor & their Audit Report for the year ended March 31, 2024 :

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014, the Company had appointed Ramesh Chandra Mishra & Associates, Company Secretary in practice (Membership No.: 5477 Certificate of Practice No. 3987], Secretarial Auditor to undertake the Secretarial Audit of the Company for the Financial Year ended March 31, 2024.

The Secretarial Audit Report is included as Annexure-II and forms an integral part of this Report. The Secretarial Audit Report contain the qualifications, reservations, adverse remarks or disclaimer as provided in the Annexure-II. During the year under review, the Secretarial Auditor had not reported any fraud under Section 143(12] of the Act and therefore no details are required to be disclosed under Section 134 (3](ca] of the Act.

Cost Auditor:

During the year under review, Cost Audit is not applicable to the Company. Reporting of Fraud :

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12] of the Act, details of which need to be mentioned in this Report.

ANNUAL RETURN:

In terms of Section 92(3] of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration] Rules, 2014, the Annual Return of the Company is available on the website of the Company at www.sanchayfinvest.in.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 read with Schedule V to Listing Regulations, Management Discussion and Analysis Report, capturing your Company''s performance, industry trends and other material changes with respect to your Company’s and its subsidiaries, wherever applicable, for the year under review is presented in a separate section given as Annexure-1 forming part of this Annual Report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITIONS REDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013 (POSH] and the rules made thereunder. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working

environment, where employees feel secure.

All women employees whether permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees. An Internal Complaint Committee (ICC] has been set up in compliance under POSH.

The Company has revisited the Internal Complaints Committee members and emphasised on the roles and responsibilities expected from the members. The Company continuously invests in enhancing the awareness on the Policy across its workforce.

During the year under review, there was no complaint of discrimination and harassment including sexual harassment received by the committee.

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

The details of conservation of Energy, Technology Absorption are not applicable in the case of the company. However the company took adequate steps to conserve the Energy and used the latest technology.

FOREIGN EXCHANGE (inflow/outflow):

During the year under review there were no foreign Exchange Earnings. The Foreign Exchange out go is Nil.

SECRETARIAL STANDARDS COMPLIANCES :

During the year under review, the Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

GREEN INITIATIVES:

Your Company has adopted a green initiative to minimize the impact on the environment. In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 33^rd Annual General Meeting of the Company including the Annual Report for Financial Year 2023-24 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participants]/RTA.

BANK AND FINANCIAL INSTITUTIONS:

Directors are thankful to their bankers for their continued support to the company. CAUTIONARY STATEMENT:

Statements in this Directors'' Report and Management Discussion and Analysis Report describing the Company’s objectives, projections, estimates, expectations or

predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company''s operations include raw materials availability and its prices, cyclical demand and pricing in the Company’s principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

ACKNOWLEDGEMENT:

The Board of Directors places on record its sincere appreciation for the dedicated services rendered by the employees of the Company at all levels and the constructive cooperation extended by them. Your Directors would like to express their grateful appreciation for the assistance and support by all Shareholders, Government Authorities, and Auditors, financial institutions. Customers, employees, suppliers, other business associates and various other stakeholders.

By Order of Board of Directors

For Sanchay Fin vest Limited Sd/-

Naresh Kumar Nandlal Sharma

Place : Indore (Managing Director)

Date : 6/12/2024 DIN: 00794218

1

Mrs. Sushama Anuj Yadav was appointed as Additional Director w.e.f. 14/08/2023. Mrs. Sushama Anuj Yadav has resigned from the company w.e.f. 09/07/2024.

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Mar 31, 2012

Dear shareholders,

The directors have pleasure in submitting the Annual report and Audited accounts of the company for the financial year ended 31st march, 2012.

Financial Performance.

The company has incurred a Loss of Rs 16.18 lakhs as compared to the previous year''s Profit of Rs 11.51 lakhs due to adverse market conditions and other unavoidable extreme situations which prevented your company from doing its normal broking business due to SEBI order and other legal litigations, during the year under preview but the directors are hopeful of achieving much better results and performance in future.

PARTCULARS YEAR ENDED 31-03-2012 YEAR ENDED 31-03-2011 (Rupees in Lacs) (Rupees in Lacs)

Turnover 13.30 262.73

Profit after Interest but (11.89) 17.01 before Depreciation & Tax

Depreciation 4.29 5.50

Profit Before Tax (16.18) 11.51

Provision for Current Tax NIL NIL

Provision for Deferred Tax (0.21) (0.38)

Profit After Tax (15.97) 11.89

Prior year tax adjustment NIL NIL

Balance of profit B/f (16.05) (27.94)

Balance Carried Forward (32.02) (16.05) to Balance Sheet

Personnel and industrial relations.

The company has not paid any remuneration attracting the provisions of Companies (particular of employees) rules, 1075 read with section 217 (2A) of the companies act, 1956. No information is therefore, required to be appended to this report in this regard.

Dividend.

The directors have decided to conserve the reserves and hence, and hence no dividend is declared for the year in view of loss.

Fixed Deposit

The company has not accepted deposits from the public during the year under review. There are no overdue deposits for repayment on the date of this report.

Directors Responsibility Statement

Pursuant to requirement under section 217(2A) of the companies act, 1956 with respect to the directors responsibility statement, it is hereby confirmed ;

That in the preparation of the accounts for the financial year ended 31st march, 2012, the applicable accounting standards have been followed along with the proper explanation relating to material departures.

That the directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review.

That the directors have taken proper and sufficient care for maintenance of the adequate accounting records in accordance with the companies act, 1956 for safeguarding assets of the company for preventing and detecting fraud and other irregularities.

That the directors have prepared the accounts for the financial year ended 31st March 2012 on a going concern basis

Your management is feeling immense pleasure in informing you that SEBI vide its order dated 16th March, 2012 have revoked their earlier interim ex-parte order dated 02nd December , 2010 against your company and have given clean chit in all allegations made by them after the investigation of the matter. Your management is expecting the normal business scenario and is trying its level best to bring the normalcy in its core business of broking as early as possible.

Auditors

M/S. V. R. Bhabhara and Co. Chartered accountants, the auditors of the company hold office till conclusion of the ensuing Annual General Meeting and being eligible their re- appointment for a period of one year till the next Annual General Meeting is recommended.

Conservation Of Energy, Technology Absorption and Foreign Exchange

There is no information to be disclosed in accordance with the provisions of section 217 ( 1 ) ( e ) of the companies Act, 1956 read with the companies ( Disclosures of particulars in the report of the Board of Directors ) rules, 1988 regarding conservation of energy, technology absorption and foreign exchange and outgo.

Corporate Governance Code

A report as per the requirement of clause 49 of the listing agreement on the Corporate Governance Practices followed by the company and the Auditors Certificate on Compliance of mandatory requirements along with Management Discussions and Analysis is given as an annexure to this report.

Acknowledgement

Your Directors take this opportunity to place their appreciation of the Company''s Clients, Vendors , bankers and investors for their continued support during the year. The Directors also take this opportunity to record their deep sense of gratitude to the Financial Institutions, Banks Central state Government Authorities for their guidance and support. The Directors also appreciate the perseverance and contribution made by the employees at all levels who through their proficiency hard work and support have enabled to realize better performance and look forward to their prolonged support in the future as well. Your Directors are deeply grateful for the confidence and faith shown by all shareholders of the company.

Place : Mumbai For and on behalf of the Board

Naresh Sharma

Date : 27th August, 2012 Director

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Mar 31, 2011

Dear shareholders,

The directors have pleasure in submitting the Annual report and Audited accounts of the company for the financial year ended 31st march, 2011.

Summarized Financial Results:.

PARTCULARS YEAR ENDED 31-03-2011 YEAR ENDED 31-03-2010 (Rupees in Lacs) (Rupees in Lacs)

Income for the year 314.20 101.40

Expenditure 302.69 142.11

Profit Before Tax 11.51 (40.70)

Balance of profit B/f 16.05 27.94

The Year Under Review

There has been an improvement in the performance of the company during the year under review and compared to the loss incurred in the previous year the company has earned a profit of 11.51 lakhs compared to the previous year.

Dividend

The Board of Directors of your company are of the view that financial resources of the Company be conserved and judiciously utilized for further growth of your Company. The Board therefore decided not to recommend any dividend for the year 2010-2011.

Fixed Deposit

During the year 2010 - 2011, the Company has not accepted any deposits in terms of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975. There are no overdue deposits for repayment on the date of this report.

Directors Responsibility Statement

Pursuant to requirement under section 217(2A) of the companies act, 1956 with respect to the directors responsibility statement, it is hereby confirmed;

1) That in the preparation of the accounts for the financial year ended 31st March, 2011; the applicable accounting standards have been followed along with the proper explanation relating to material departures.

2) That the directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review.

3) That the directors have taken proper and sufficient care for maintenance of the adequate accounting records in accordance with the companies act, 1956 for safeguarding assets of the company for preventing and detecting fraud and other irregularities.

4) That the directors have prepared the accounts for the financial year ended 31st March 2011 on a going concern basis

AUDITORS

M/S. V. R. Bhabhara and Co. Chartered accountants, the auditors of the company hold office till conclusion of the ensuing Annual General Meeting, and being eligible, offer themselves for re- appointment for a period of one year till the next Annual General Meeting is recommended. The Company has received a certificate from them under section 224(1B) of Companies Act, 1956

AUDITORS REPORT

The Auditors have not made any qualification to the financial statement, in their reports or relevant notes on accounts, which are self explanatory and do not call for any comments under section 217(3) of the companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

There is no information to be disclosed in accordance with the provisions of section 217 ( 1 ) ( e ) of the companies Act, 1956 read with the companies ( Disclosures of particulars in the report of the Board of Directors ) rules, 1988 regarding conservation of energy, technology absorption and foreign exchange and outgo.

CORPORATE GOVERNANCE CODE

A report as per the requirement of clause 49 of the listing agreement on the Corporate Governance Practices followed by the company and the Auditors Certificate on Compliance of mandatory requirements along with Management Discussions and Analysis is given as an annexure to this report.

PERSONNEL AND INDUSTRIAL RELATIONS

The company has not paid any remuneration attracting the provisions of Companies (particular of employees) rules, 1975 read with section 217 (2A) of the companies act, 1956. No information is therefore, required to be appended to this report in this regard.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place their appreciation of the Company''s Clients, Vendors, bankers and investors for their continued support during the year. The Directors also take this opportunity to record their deep sense of gratitude to the Financial Institutions, Banks Central state Government Authorities for their guidance and support. The Directors also appreciate the perseverance and contribution made by the employees at all levels who through their proficiency hard work and support have enabled to realize better performance and look forward to their prolonged support in the future as well. Your Directors are deeply grateful for the confidence and faith shown by all shareholders of the company.

Place : Indore

Date : 1st September 2011 For and on behalf of the Board

Sd/- Sd/-

Naresh Sharma Narottam Sharma

Managing Director Director

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Mar 31, 2010

Dear shareholders,

The directors have pleasure in submitting the Annual report and Audited accounts of the company for the financial year ended 31st march, 2010.

Summarized Financial Results:.

PARTCULARS YEAR ENDED 31-03-2010 YEAR ENDED 31-03-2009

(Rupees in Lacs) (Rupees in Lacs)

Turnover 101.40 118.18

Profit Before Tax (40.70) (26.05)

Profit After Tax (40.34) (26.75)

Balance of profit B/f 12.41 39.15

The Year Under Review

The company has incurred a loss Rs 40.34 lakhs as compared to the previous year''s loss of Rs 26.05 lakhs due to adverse market conditions during the year under preview and the directors are hopeful of achieving better results in future

Dividend

The Board of Directors of your company are of the view that financial resources of the Company be conserved and judiciously utilized for further growth of your Company. The Board therefore decided not to recommend any dividend for the year 2009-2010.

Fixed Deposit

During the year 2009 - 2010, the Company has not accepted any deposits in terms of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975. There are no overdue deposits for repayment on the date of this report.

Directors Responsibility Statement

Pursuant to requirement under section 217(2A) of the companies act, 1956 with respect to the directors responsibility statement, it is hereby confirmed;

1) That in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with the proper explanation relating to material departures.

2) That the directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review.

3) That the directors have taken proper and sufficient care for maintenance of the adequate accounting records in accordance with the companies act, 1956 for safeguarding assets of the company for preventing and detecting fraud and other irregularities.

4) That the directors have prepared the accounts for the financial year ended 31st March 2010 on a going concern basis

AUDITORS

M/S. V. R. Bhabhara and Co. Chartered accountants, the auditors of the company hold office till conclusion of the ensuing Annual General Meeting, and being eligible, offer themselves for re- appointment for a period of one year till the next Annual General Meeting is recommended. The Company has received a certificate from them under section 224(1B) of Companies Act, 1956

AUDITORS REPORT

The Auditors have not made any qualification to the financial statement, in their reports or relevant notes on accounts, which are self explanatory and do not call for any comments under section 217(3) of the companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

There is no information to be disclosed in accordance with the provisions of section 217 ( 1 ) ( e ) of the companies Act, 1956 read with the companies ( Disclosures of particulars in the report of the Board of Directors ) rules, 1988 regarding conservation of energy, technology absorption and foreign exchange and outgo.

CORPORATE GOVERNANCE CODE

A report as per the requirement of clause 49 of the listing agreement on the Corporate Governance Practices followed by the company and the Auditors Certificate on Compliance of mandatory requirements along with Management Discussions and Analysis is given as an annexure to this report.

PERSONNEL AND INDUSTRIAL RELATIONS

The company has not paid any remuneration attracting the provisions of Companies (particular of employees) rules, 1975 read with section 217 (2A) of the companies act, 1956. No information is therefore, required to be appended to this report in this regard.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place their appreciation of the Company''s Clients, Vendors, bankers and investors for their continued support during the year. The Directors also take this opportunity to record their deep sense of gratitude to the Financial Institutions, Banks Central state Government Authorities for their guidance and support. The Directors also appreciate the perseverance and contribution made by the employees at all levels who through their proficiency hard work and support have enabled to realize better performance and look forward to their prolonged support in the future as well. Your Directors are deeply grateful for the confidence and faith shown by all shareholders of the company.

Place : Indore

Date : 09th September 2010 For and on behalf of the Board

Sd/- Sd/-

Naresh Sharma Narottam Sharma

Managing Director Director

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Mar 31, 2001

Your Directors have present Tenth Annual Report together with the Audited Statement of Accounts of the company for the year ended 31st March 2001.

1. FINANCIAL RESULTS

(Rs.ln Lacs) 31.03.2001 30.06.2000 (9 Month) (15 Month)

Net Profit/(Loss) Before Tax (70.23) 175.77 Add: Provision for Tax (5.15) 0 Net Profit/(Loss) for the period (75.38) 175.77 Balance brought forward from Previous Year 82.39 (93.38) Carry Forward 7.01 82.39

2. OPERATIONS

During the period under report, the company suffered net loss of Rs.70.22 Lacs (P.Y. Profit of Rs. 175.77), which includes Rs.6.07 Lacs on account of depreciation & other preliminary/pre-operative expenses etc. Rs.10.88 Lacs on account of provision for NPA as per NBFC norms and Rs. 32.76 Lacs being toss on sale of investment. The losses are due to adverse Capital Market conditions.

However, with a net profit of Rs. 127.33 Lacs for the period from 1 st April 2000 to 30th June 2000 over all net profit for the profit the financial year 2000-2001 works out to be Rs.57.01 Lacs after above mentioned provisions for Depreciation, Misc. Expenditures and provision under NBFC norms.

3. DIVIDEND

Due to loss and growing requirement of fund for the development of future business activities, your Directors have decided not to recommend dividend for the period under review.

4. FUTURE OUTLOOK

Under the Future plans, your directors propose to enter into a new business of Derivative Trading (NSDL) which is a fast growing and high profit-making sector. Your Directors are hopeful that the entry of your Company into the new field will significantly add to the bottom line.

Your company plans to start in-house research cell with more focus on TMT stock. The company will provide investment advisory services to high net-worth individuals, business houses and companies.

The Internet nas changed the way business is done worldwide. E-Commerce is the backbone of this change in the life style. Stock Trading on the internet is still in the nascent stage, so it would be convenient for your company to make its presence in the market. Your Company intends to enter in to the field of interest broking. Internet is the vehicle for growth in this millennium and your company is also going to enter into this field. Your company is confident of playing a pivotal role in the interest broking field in the years to come, reinforcing its position as a leading player.

5. DIVERSIFICATION

Under the diversification plans, your directors propose to enter into a new business area of Depository Participant, which is a fast growing and high profit-making sector. Your Directors are hopeful that the entry of your Company into the new field will significantly add to the bottom line.

6. DIRECTORS

Shri Narottom Sharma & Shri Sanjay Dangi retire by rotation and being eligible offers themselves for reappointment.

Shri G.C. Sharma was appointed as an additional director by the board on 30th November, 2000 and holds office up to the date of forthcoming Annual General Meeting. Shri N.K.

Sharma was appointed as an additional director by the board on 5th January, 2001 and holds office up to the date of forthcoming Annual General Meeting.

The company has received notices from some members under section 257 of the Companies Act 1956 with requisite security deposit expressing their intention to move necessary resolutions for their appointment as directors of the company. The board of directors recommend their appointment.

Mr. Suresh Sharma is a proposed to be appointed as a whole time Director of the Company w.e.f. from 24th September, 2001 at a monthly salary of Rs. 15000/- & on the terms and condition contained in the resolution in the notice of AGM.

Mr. D.S. Sancheti has resigned from the Board of Directors of the Company and his resignation has been accepted by the Board of Directors of the Company w.e.f. 1 st August, 2001.

7. DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 217 (2AA) of Companies Act, 1956, your Directors subscribe to the

"Directors' Responsibility Statement" and confirm as under:

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

ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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;

iii) that the directors have taken proper and sufficient care of 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;

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

8. DISQUALIFICATION OF DIRECTORS

The directors place on record in written representation that none of the directors is disqualified as on 31.03.2001 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

9. AUDITORS

M/S Prakash Wohra & Company, Chartered Accountants, the statutory auditors of the Company who hold office until the conclusion of the forthcoming Annual General Meeting, being eligible, offer themselves for reappointment, if made, would be within the prescribe limits under Section 224 (1B) of the Companies Act, 1956. Member are requested to re-appoint them as Auditors and to fix their remuneration.

10. LISTING & LISTING FEES

The equity shares of the company are listed on the Madhay Pradesh Stock Exchange, The Stock Exchange, Mumbai and the Hyderabad Stock Exchange. The Lisitng Fees for the year 2001-2002 have been duly paid to all theses Stock Exchanges in time. Corporate Governance - Since the paid up capital of the company is only Rs.3.15 Cores, the guidelines of corporate governance will be effective from the Financial year 2002-2003.

11. SHARE TRANSFER AGENT

Your Company has appointed M/S ANKIT CONSULTANCY PVT. LTD. as Share Transfer Agent. Shareholder are requested to please direct their correspondence relating to their Shareholding to M/S. Ankit Consultancy Pvt. Ltd.

12. DEMATERIALIZATION OF SHARES

Your Directors propose to enter into agreement(s) with National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL) for dematerializa-tion of its securities.

13. TECHNOLOGY ABSORPTION, R & D AND FOREIGN EXCHANGE

The provision of Sec. 217 (1) (e) of the Companies Act, 1956 with regard to conservation of energy and technology absorption are not applicable to the company. The Company has neither incurred any expenditure nor earned any income in foreign exchange during the period under review.

14. REGISTRATION AS NBFC

The Company has been granted certificate of Registration u/s 451 A of the Reserve Bank of India Act 1934.

15. FIXED DEPOSITS

The Company has not accepted any public deposit and, as such, no amount of principal or interest was outstanding on the date of Balance Sheet.

16. HRD INITIATIVES

Your Directors want to place on record their appreciation for the contribution made by employees at all levels. It is the endeavour of the company to create in its employees a sense of belonging and an environment that promotes openness, creativity and innovation. All our manpower initiatives are implemented with the aim of maximizing productivity and aligning organizational needs with employees aspirations. There is no employee drawing remuneration in excess of the limit prescribed in companies (particulars of employees) Rules, 1975 as amended.

17. ACKNOWLEDGEMENT

The Directors wish to thank the valuable customers, bankers, central and state governments for their continued supports. Your Directors also wish to place on record their appreciation for the contributions made by the employees at all levels whose continued commitment and dedication helped the company. Finally your directors also would like to express their sincere and whole hearted gratitude to all of you for the faith & co-operation.

For and on behalf of the Board of Directors

Place : Indore Narottam Kumar Sharma Date : 24th September, 2001 Chairman

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Mar 31, 1999

The Directors have pleasure in presenting the Eighth Annual Report and audited Accounts of the Company for the financial year ended 31st March 1999.

FINANCIAL RESULTS [Rs. in Lacs]

31.3.99 31.3.98

Net Loss for the year 25.00 23.45

Add : Balance brought forward 68.37 35.92

Add : Taxation relating to earlier year 0.01 9.00

Balance carried to Balance Sheet 93.38 68.37

DIVIDEND

In view of losses, the Directors regret their inability to recommend any dividend for the year.

OPERATIONS :

During the year under report, the company suffered net loss of Rs.25.00 lacs, which includes Rs.7.43 lacs on account of depreciation & other preliminery/pre-operative expenses etc. and Rs. 1.87 lacs being loss on sale of investments. The losses are due to adverse capital market condition.

REGISTRATION AS NBFC :

The company has been granted certificate of Registration U/s.451A of The Reserve Bank of India Act 1934.

DIRECTORS :

Shri I.S. Mehta retire by rotation and being eligible, offers himself for re-appointment. During the year under review, Shri S.M. Vora resigned from the office of Director. The Board places on record its appreciation for services rendered by him.

AUDITORS :

M/s. Prakash Wohra & Co., Chartered Accountants and Statutory Auditors of the Company, retire at the forthcoming annual general meeting and are eligible for re-appointment.

CONSERVATION OF ENERGY AND TECHNICAL ABSORPTION :

The provisions of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the Report of the Board of Directors) Rules, 1988 do not apply to the Company, since it is not a manufacturing Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO :

The Company has not incurred any expenditure or earned any income in foreign exchange during the year.

PUBLIC DEPOSITS :

During the year, the company did not accept public deposits within the meaning of section 58-A of the Companies Act, 1956 and the rules made thereunder.

Y2K COMPLIANCE :

NSE operations are Y2K compliant and the work relating to share department is computerised which is entrusted to an approved share transfer agency and they are also fully Y2K compliant. Hence the company does not forsee any risk on this account.

PERSONNEL :

The relations with the employees continues to be cordial. The Directors wish to place on record their appreciation of the dedicated services rendered by the employees at all levels.

None of the employees of the Company is covered under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 and amendments thereto from time to time.

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Mar 31, 1998

The Directors have pleasure in presenting the Seventh Annual Report and audited Accounts of the Company for the financial year ended 31st March, 1998.

FINANCIAL RESULTS (Rs. in Lacs) 31.3.98 31.3.97

Net Loss for the year 23.45 38.50

Add : Balance brought forward 35.92 (2.61)

Add : Taxation relating to earlier year 8.99 0.03

Balance carried to Balance Sheet 68.36 35.92

DIVIDEND

In view of losses, the Directors regret their inability to recommend any dividend for the year.

OPERATIONS

Due to adverse market conditions, the company suffered net loss of Rs. 23.45 lacs, which includes Rs. 4.25 lacs towards provisions required to be made under Non Banking Financial Companies Directions 1998 and Rs. 9.06 lacs on account of depreciation & other preliminary/pre-operative expenses etc. Diminution in value of inventories has further resulted in losses of Rs. 3.69 lacs. As such cash loss is Rs. 6.45 lacs only.

The future prospects of capital market is still not encouraging but the management is hopeful to cover the deficiencies to some extent.

REGISTRATION AS NBFC :

The Company has been granted certificate of Registration U/s. 451A of The Reserve Bank of India Act, 1934.

SUBSIDIARY COMPANY :

During the year under review also, the subsidiary company D.S. Sancheti Finance Corporation Limited has performed well. The company has been granted certificate of registration by Reserve Bank of India U/s. 451(A) of RBI Act, 1934.

A statement pursuant to section 212 of the Companies Act, 1956 in respect of the subsidiary of the Company is attached to the accounts of the company.

DIRECTOR :

Shri M. S. Birani retires by rotation and being eligible, offers himself for re-appointment.

AUDITORS :

M/s. Prakash Wohra & Co., Chartered Accountants and Statutory Auditors of the Company, retire at the forthcoming annual general meeting and are eligible for re-appointment.

CONSERVATION OF ENERGY AND TECHNICAL ABSORPTION :

The provisions of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the Report of the Board of Director) Rules, 1988 do not apply to the Company, since it is not a manufacturing Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO :

The Company has not incurred any expenditure or earned any income in foreign exchange during the year.

PUBLIC DEPOSITS :

During the year, the company did not accept public deposits within the meaning of section 58-A of the Companies Act, 1956 and the rules made thereunder.

PERSONNEL :

Relations between the management and the employees were cordial. The Directors wish to place on record their appreciation of the dedicated services rendered by the executives and staff members of the company.

None of the employees of the Company is covered under section 217(2A) of the Companies act, 1956 read with the Companies (Particulars of Employees) Rules 1975 and amendments thereto from time to time.

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Mar 31, 1997

Dear Members,

DIRECTORS' REPORT TO THE SHARE HOLDERS

Your Directors have pleasure in presenting the Sixth Annual Report and audited Accounts of the Company for the financial year ended 31st March 1997.

FINANCIAL RESULTS

[Rs. in lacs] 31.3.97 31.3.96 ------- ------- Profit/(Loss) before tax (38.50) 40.83 Deduct : Provision for taxation Nil 10.03 Add: Balance brought forward 2.61 1.62 Less : Taxation relating to earlier year 0.03 0.91 Amount available for appropriation (35.92) 31.51 ------- ------- APPROPRIATIONS:

Proposed Dividend (Subject to deduction of tax) - 18.90 Transfer to General Reserve - 10.00 Balance carried to Balance Sheet (35.92) 2.61 ------- ------- (35.92) 31.51 ------- -------

DIVIDEND

In view of losses, the Directors regret their inability to recommend any dividend for the year.

OPERATIONS:

Due to complete melt down of values of small and mid cap stocks in the markets and other changes in policies relating to capital market by SEBI, Finance Ministry and Stock Exchanges, the company even could not perform well in the field of Merchant Banking too. With a view to correctly reflect the market conditions and in keeping with level of transparency the management has decided to write down the entire port folio held as stock-in-trade to cost or market price whichever is lower and the same has resulted in to losses of Rs.22.37 lacs only.

EXPANSION & DIVERSIFICATION:

Though the future prospects of capital market is still not encouraging, but volume on NSE terminal is being increased gradually and the management is hopefull to cover the deficiencies to some extent.

Further as already informed, an wholly owned subsidiary company has already commenced fund based activities and have shown encouraging results.

SUBSIDIARY COMPANY: During the year under review, the subsidiary company D.S. Sancheti Finance Corporation Limited has performed well and could pay an interim dividend @ 5%. The company has already applied for registration as NBFC from Reserve Bank of India.

A statement pursuant to section 212 of the Companies Act 1956 in respect of the subsidiary of the company is attached to the accounts of the company.

PROMISE Vs. PERFORMANCE:

(In terms of clause 43 of listing Agreement) The loss of Rs.38.50 lacs after considering diminution in the value of stock in trade as compared to a profit of Rs.247.11 lacs projected in the prospectus issued in July 1994, was mainly due to adverse market conditions and change in policies related to Capital Market.

DIRECTOR:

Shri S.M. Vora retire by rotation and being eligible, offer himself for re-appointment.

AUDITORS: M/s. Prakash Wohra & Co., Chartered Accountants and Statutory Auditors of the Company, retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

CONSERVATION OF ENERGY AND TECHNICAL ABSORPTION: The provisions of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the Report of the Board of Director) Rules, 1988 do not apply to the Company, since it is not a manufacturing Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO: The Company has not incurred any expenditure or earned any income in foreign exchange during the year.

PUBLIC DEPOSITS: During the year, the company did not accept public deposits within the meaning of section 58-A of the Companies Act, 1956 and the rules made thereunder.

PERSONNEL: Relations between the management and the employees were cordial. Your Directors wish to place on record their appreciation of the dedicated services rendered by the executives and staff members of the company.

None of the employees of the Company is covered under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 and amendments thereto from time to time.

ACKNOWLEDGEMENT: The Directors wish to place on record their appreciation of the sincere co-operation, the company has received from Bankers and Shareholders.

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Mar 31, 1996

Your Directors have pleasure in presenting the Fifth Annual Report and audited Accounts of the Company for the financial year ended 31st March 1996.

DIVIDEND

The Directors recommend payment of a dividend of 6% i.e. Rs.0.60 per share, subject to deduction of tax, for the year ended 31st March, 1996, to all those shareholders whose names appear on the Register of Members as on 23rd September, 1996 which, if declared at the forthcoming Annual General Meeting, will absorb Rs.18.90 lacs.

OPERATIONS

As reported last year, the Company has been granted membership of National Stock Exchange as Trading Member on Capital Market segment and have commenced trading operations w.e.f. 30th August, 1995. The Company has been given OTCEI sponser membership also under which the Company has successfully managed one public issue. Merchant Banking activities are also being carried out and few more public issues are in process in various capacities. The Company has already installed Reuter International online link which enables the Company end its prospective customers to know latest and real time finance & business informations instantly. It also gives current quotations from major stock exchanges, bullion & foreign currency rates, and other news as well. In addition, the Company is still engaged in primary market operations also.

EXPANSION & DIVERSIFICATION:

In view of the present state of affairs, the future outlook does not seem to be encouraging. However the management is exploring various options for expanding the area of activities of the Company's operations for which the Company has already taken effective steps and have formed an wholly owned subsidiary Company to carry out fund based activities also.

SUBSIDIARY COMPANY:

As mentioned in earlier para, the Company has made an investment of Rs.1,80,60,100/- in D.S. Sancheti Finance Corporation Limited, a wholly owned subsidiary Company which in turn has commenced finance & investment business. The Company has received a sum of Rs.4,45,268/- as interim dividend from such subsidiary Company during the year under report.

Further as required under section 212 of the Companies Act, 1956, a statement relating to Company's interest and the audited statements of accounts alongwith the report of Board of Directors of such subsidiary Company and respective Auditor's Report thereon for the year ended 31st March 1996 are annexed.

PROMISE Vs. PERFORMANCE:

(In terms of clause 43 of listing Agreement)

The Company came out with its maiden public issue in August 1994. Prior to that, there was a prime period for primary market, but subsequent changes in policies, relating to capital market by SEBI, Finance Ministry and Stock Exchanges, have turned it to be stand still and the Company could not perform as envisaged in the period under report. However it has tried to recover the deficit to some extent from other activities and the final results are as under:

31.3.1996 (Rs. in lacs) Particulars Projections Actuals ----------- ----------- ------- Total Income 349.94 89.38 Net Profit After Tax 162.04 30.80 E.P.S. (Rs.) 5.14 0.98

DIRECTOR:

Shri I.S. Mehta retire by rotation and being eligible, offer himself for re-appointment.

AUDITORS:

M/s. Prakash Wohra & Co., Chartered Accountants, end Statutory Auditors of the Company, retire at the forthcoming annual general meeting and are eligible for re-appointment.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The provisions of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the Report of the Board of Director) Rules, 1988 do not apply to the Company, since it is not a manufacturing Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company has not incurred any expenditure or earned any income in foreign exchange during the year.

PUBLIC DEPOSITS:

During the year, the company did not accept public deposits within the meaning of section 58-A of the Companies Act, 1956 and the rules made thereunder.

PERSONNEL:

Relations between the management and the employees are cordial. Your Directors wish to place on record their appreciation of the dedicated services rendered by the executives and staff members of the company.

None of the employees of the Company is covered under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 and amendments thereto from time to time.

ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation of the sincere co-operation, the company has received from Bankers and Shareholders.

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Mar 31, 1995

DEAR MEMBERS,

The Directors have pleasure in placing before you the Fourth Annual Report and audited Accounts of the Company for the financial year ended 31 March 1995.

DIVIDEND

The Directors recommend payment of a dividend of 18% i.e. Rs. 1.80 per share on Pro-rata basis subject to deduction of tax, for the year ended 31st March, 1995, to all those shareholders whose names appear on the Register of Members as on 13th September, 1995 which, if declared at the forthcoming Annual General Meeting, will absorb Rs. 37.40 lacs.

SHARE CAPITAL

The company came out in the month of August, 1994 with its mainden public issue of equity shares of Rs. 10/- each at a premium of Rs. 5/- per share and the same was oversubscribed by nearly 10 times. The company issued and allotted 19,00,000 equity shares of Rs. 10/- each at a premium of Rs. 5/- per share on 15th October, 1994. Thus the issued & paid up share capital has been increased to Rs. 315/- lacs. The Directors extend their thanks to all the agencies involved along with the general public to make the company's maiden public issue a grand success. The company's shares are listed at Indore, Bombay & Hyderabad stock exchanges.

OPERATIONS

The company has been granted registration by SEBI as Category I Merchant Banker and its has been mandated with few issues in various capacities. The company has opened its office in Bombay in May 1995, to give strength to its Merchant Banking division as well as for market operations and to establish its presence in the commercial capital of the country. The company has been granted, in-principal, approval by National Stock Exchange (NSE) as Trading Member on Capital Market Segment. The company has commenced secondary market operations on MPSE, NSE & BSE. The company has gradually shifted its activities from primary market operations to secondary market operations because of recent policy changes in capital market by SEBI, Finance Ministry etc, Nevertheless, the company has been able to maintain its position in primary market. The company has underwritten 799 public issues of total worth Rs. 2989.41 lacs during the said period.

EXPANSION & DIVERSIFICATION

The company has started Merchant Banking activities, apart from the existing activities of underwriting/marketing of issues, as it has been granted registration as category I Merchant Banker by SEBI. The company is presently associated with 6-7 issues in various capacities.

The capital market in India has witnessed spectacular growth during the last decade. The trend is overwhelming euphoric consequent to the process of liberation and the gradual shift towards the economic liberalisation replaced by the free market forces.

To keep pace with the changed scenario, the company has already commenced secondary market operations i.e. for high net worth, retail, corporate clients etc. as well as Merchant Banking operations.

The company has duly applied to OTCEI to act as Sponsor/Member on OTCEI and it expects the approval shortly. The company has identified certain greenfield projects for which it proposes brought-out deal along with consortium of other Merchant Bankers. The company is also focussing on fee-based activities and it is acting as consultant to few parties for setting up wind power project in M.P. The company has recently started NRI placement of equity and its has met with encouraging results.

The company is in process of installing Reuter International online link, which will give current and realtime quotation from all major stock exchanges, rates of bullion, foreign exchange, commodities worldwide and current business news live, which will build up a strong data base for Research and Developments.

CONSERVATION OF ENERGY AND TECHNICAL ABSORPTION

The provision of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the Report of the Board of Directors) Rules, 1988 do not apply to the company, since it is a financial services company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The company has not incurred any expenditure or earned any income in foreign exchange during the period.

PUBLIC DEPOSITS

During the year, the company did not invite public deposits within the meaning of section 58-A of the Companies Act, 1956 and the rules made thereunder.

PERSONNEL

Relations between the management and the employees were cordial. Your Directors wish to place on record their appreciation of the dedicated services rendered by the executives and staff members of the company.

The company has no employee, whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

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Mar 31, 1994

DEAR MEMBERS,

Your Directors are pleased to present their Third Annual Report together with the Audited Accounts of the Company for the 9 months period i.e. from 1st July, 1993 to 31st March 1994

DIVIDEND

Your Directors recommend payment of a dividend of 12% i.e. Rs. 1.20 per share on Pro-rata basis subject to deduction of tax, for the period ended 31st March, 1994, which if declared at the forthcoming Annual General Meeting will absorb Rs. 2.79 lacs.

ISSUE OF BONUS SHARES

During the year, the Company has issued Bonus shares in the ratio, of two bonus shares for every three Equity Shares held to rank Pari Passu with the existing shares; and the same were allotted on 7th February, 1994.

SHARE CAPITAL

During the year, the Company's authorised share Capital was raised to Rs. 8,00,00,000 from Rs.2,00,00,000 with the creation of additional 60,00,000 Equity shares of Rs. 10/- each out of which 430530 Equity Shares of Rs. 10/- each fully paid-up were issued and allotted during the period including bonus shares of 2,20,000 Equity Shares. The Company has further issued 5,00,000 Equity Shares at a premium of Rs. 5/- per share on rights basis in the ratio of two shares for every three shares held and the same were also, allotted on 5th May, 1994. The right issue received very good support from all of you and the Directors extend their thanks for the same. Thus the issued & paid up Share Capital has been increased to Rs. 125.00 lacs.

OPERATIONS

The Company has maintained its prime position as one amongst leading Stock and Share brokers of the Country. The Company has been admitted as corporate member of M.P Stock Exchange Indore and the same has been confirmed by Securities' and Exchange Board of India (SEBI) w.e.f June, 1994. Inspite of increase in number of, Public Issue, during the period the Company could manage to market such issues through its well spread network. The Company has underwritten 440 Public issues of total worth Rs. 2634.62 lacs during the said period of 9 months.

PUBLIC ISSUE

The Company came out with a Public issue of 13,00,000 Equity Shares of Rs. 10/- each at a premium of Rs. 5/- per share aggregating Rs. 195 lacs and the same has been oversubscribed and met with success. The issue opened on 24th August, 1994 and closed on earliest date i.e. 27th August 1994.

EXPANSION & DIVERSIFICATION

The Company now plans to expand, strengthen and modernise Primary Market operations to maintain its position in rapidly changing Capital market scenerio. The Company also proposed to start Merchant Banking activities, for which it has already applied to Securities and Exchange Board of India for registration as category I Merchant Banker. The new industrial policy and other economic measures initiated by the Government of India have opened up new and expanding avenues for the financial service sector. There has been significant growth in the volume of turnover in the Capital Market, both in primary and secondary market. To keep pace with the changed scenerio, the company now plans to diversify into various financial service sector i.e. Bills discounting, leasing, Hire Purchase, Portfolio Management etc. apart from entering into Secondary Market operations.