BOARD'S REPORT

Your directors have pleasure in presenting the 63rd Annual Report with audited accounts for the year ended 31st March 2016.

DIVIDEND

Your Company paid an interim dividend of Rs.4.50 per share in February 2016 and a 2nd Interim Dividend of Rs.5.50 per share in March 2016. Your directors are pleased to recommend a final dividend of Rs.1.00 per share, which, together with the interim dividends, aggregates to a total dividend of Rs.11.00 per share (110 % on the face value of Rs.10).

CORPORATE GOVERNANCE

• A detailed report on corporate governance, together with a certificate from the Statutory Auditors, in compliance with the relevant provisions of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, is attached as part of this report vide Annexure I.

• Compliance reports in respect of all laws applicable to the Company have been reviewed by the Board of Directors.

RELATED PARTY TRANSACTIONS

During the year, the Company did not enter into any material transaction with related parties, under Section 188 of the Companies Act, 2013. All transactions entered into by the Company with the related parties were in the ordinary course of business and on an arm's length basis. Form AOC-2, as required under Section 134 (3) (h) of the Act, read with Rule 8 (2) of the Companies (Accounts) Rules 2014, is attached as part of this report vide Annexure II (i). Further, the Company's policy on Related Party Transactions is attached as part of this report vide Annexure II (ii), as required under the Non-Banking Financial Companies - Corporate Governance (Reserve Bank) Directions, 2015.

CORPORATE SOCIAL RESPONSIBILITY

Your Company, along with its subsidiaries and associates, has always responded in a responsible manner to the growing needs of society. During the year, your Company has undertaken a number of initiatives that contribute to the community in the areas of health, education, environment and preservation of the country's rich culture and heritage.

The Annual Report on CSR Activities undertaken by the Company for the Financial Year 2015-16, is annexed with this report vide Annexure III.

BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report as required under Regulation 34(2) (f) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, is enclosed as part of this report vide Annexure IV.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints were received during the year 2015-16.

SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act, 2013 and the rules thereunder, the Company has appointed M/s Damodaran & Associates as the Secretarial Auditor of the Company. Secretarial Audit Report as provided by M/s. M. Damodaran and Associates is annexed to this Report vide Annexure V.

REMUNERATION TO DIRECTORS / KEY  MANAGEMENT PERSONNEL

Disclosure pursuant to Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed vide Annexure VI.

SUNDARAM FINANCE EMPLOYEE STOCK OPTION SCHEME

Based on the recommendations of the Nomination, Compensation and Remuneration Committee, your Board of Directors has granted, subject to regulatory approvals where necessary, 14,400 stock options to the eligible employees, on 30.05.2016. The disclosure required under SEBI (Share Based Employee Benefits) Regulations, 2014, in this regard, is furnished vide Annexure VII.

EXTRACT OF ANNUAL RETURN

As required pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT-9 is annexed as a part of this report vide Annexure VIII.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS  PASSED BY THE REGULATORS

During the year 2015-16, no significant and material Orders were passed by the Regulators or Courts or Tribunals  impacting the going concern status and company's operations in future.

INFORMATION AS PER SECTION 134 (3) (M) OF THE COMPANIES ACT, 2013 READ WITH RULE 8  OF THE COMPANIES (ACCOUNTS) RULES, 2014

Your Company has no activity relating to conservation of energy or technology absorption. During 2015-16, expenditure in foreign currencies amounted to Rs.9.58 cr. Foreign Currency earnings amounted to Rs.38.05 cr.

MANAGEMENT DISCUSSION AND ANALYSIS

GLOBAL ECONOMY

Global economic growth disappointed again in 2015, slowing to 3.1%, and is expected to recover at a slower pace than previously expected. While the last global economic crisis had its origins in advanced economies, Asian economies were relatively unscathed and provided a valuable counterbalance to the global economy. However, this time around, that has changed. Emerging markets are under stress, especially those with trade linkages to China. The International Monetary Fund (IMF) in its World Economic Outlook, released in April 2016, warns that "uncertainty has increased, and risks of weaker growth scenarios are becoming more tangible. The fragile conjuncture increases the urgency of a broad-based policy response to raise growth and manage vulnerabilities".

The baseline projection for global growth in 2016 is 3.2%, as a modest recovery in advanced economies continues and activity stabilizes among major commodity exporters, according to the World Bank's January 2016 Global Economic Prospects. As always, forecasts are subject to significant downside risks. A more protracted slowdown across large emerging markets could have substantial spill overs to other developing economies, and eventually impact the recovery in advanced economies. A broad-based slowdown across developing countries could pose a threat to hard-won gains in raising people out of poverty, the report warns. However, there is potentially one bright spot in the global economy, the US, which registered a 2.5% growth in 2015. Global oil prices are expected to stay in the band of USD 40-50 per barrel in the foreseeable future but they are unlikely to fall further. This means that on a year-on-year calculation, inflation numbers across the globe could well begin to edge up by the middle of 2016, including in India.

INDIAN ECONOMY

India is seen as the fastest growing economy amongst the world's major economies, with GDP growth estimated at 7.6% in 2015-16 as compared to 7.2% in 2014-15. Growth in the services sector, which has been the key driver of India's growth for several years, has however slowed to an estimated 9.2% as compared to 10.3% in the previous year. The industrial and manufacturing sectors remained flat, with manufacturing output shrinking since November 2015. The IIP growth during 2015-16 was 2.4% as compared to 2.8% during the previous year. Notwithstanding the erratic and sub-optimal monsoon in most parts of the country, growth in the agriculture sector for 2015-16, has been estimated at 1.1%, albeit from a low base, as compared to the decline of 0.2% during the previous year. Thankfully, the stock of food-grains as on 1st April 2016 was higher at 43.4 million tonnes as against 41 million tonnes a year ago. Consumer price index based retail inflation showed a steady decline and stood at 4.9% in 2015-16, compared to 5.9% in 2014-15. Improved supply side management ensured a moderation in food prices during the second half of 2015-16. Wholesale price index (WPI) based inflation, remained negative throughout 2015-16, averaging (-) 2.5% in 2015-16 as compared 2% in 2014

India's Current Account Deficit narrowed to 1.4% of GDP in April - December 2015 compared to 1.7% of GDP during the corresponding previous period. The Government's decision to continue on the path of fiscal consolidation ensured that the fiscal deficit was contained at 3.9% of GDP for 2015-16, as compared to 4.1% in the previous year.

In the past year, the government has accelerated efforts to boost public investment, with a particular focus on roads, railways and the power sector. Notably, the government has taken several steps to improve road project execution. Project approvals have also been accelerated. The results of these measures are reflected in the 69% year-on year increase in projects awarded by the National Highways Authority of India (NHAI) to 2,649 km, in the 8 months ending November 2015. In the power sector, after addressing the issue of coal availability in its first year in office, the government has now turned its attention to restoring the financial health of India's electricity distribution companies, which are primarily owned by state governments. The UDAY scheme which seeks to transfer the debt of SEBs to the State Governments has been welcomed by several states. Two important legislations, the Bankruptcy bill and the Real Estate Regulation bill were approved by both houses of Parliament. With inflation remaining within its targeted range, RBI has progressively reduced the Policy rate by 150 basis points since January 2015, to its current level of 6.50%. However, the transmission of these reductions by commercial banks to their borrowers has only been partially done.

AUTOMOTIVE SECTOR

The commercial vehicle segment led the recovery of the automotive sector in FY 2015-16, with Medium and Heavy Commercial Vehicle (M&HCV) sales registering a strong growth of 30% (PY 16%), driven partly by replacement  demand and partly by pre-buying, ahead of anticipated mandatory changes in emission and safety norms. Notably, the haulage segment grew at an impressive 40% over the previous year, while the tipper segment registered a growth of over 20%. Although freight demand remained sluggish, the reasonably stable and benign diesel prices provided a measure of relief to road transport operators. Sales of Light Commercial Vehicles, above 3.5 tonnes (LCV) bounced back after two successive years of decline, registering a growth of 13% during the year, while sales of Passenger Cars and Utility Vehicles registered a modest growth of 7% (PY 4%). Tractor sales however, declined by 11.5%, impacted variously by the failure of the monsoon in some parts of India and by unseasonal rains in other parts.

OPERATING & FINANCIAL PERFORMANCE

Your Company's disbursements at Rs.11364 cr., registered a healthy growth of 15% over the previous year, propelled by a 34% growth in Medium and Heavy Commercial Vehicles. Your Company continued to maintain a strong position in its key markets and chosen customer segments. Competition for available business intensified during the year, exerting pressure on margins. Your Company was largely able to counter this through its strong customer relationships and its well renowned customer service excellence. The gross receivables managed by the Company stood at Rs.20699 cr. as at 31st March 2016, a growth of 10% over the previous year.

In November 2014, the Reserve Bank of India, issued a revised regulatory framework for NBFCs, which inter alia required the asset classification and provisioning norms to be aligned with those for Banks. Accordingly, the Prudential Norms for Non-Banking Financial (Deposit Accepting or Holding) Companies were amended, requiring NBFC's to classify Non-Performing Assets based on 3 months over dues,  by the financial year ending 31st March 2018. However, your Company has, as a matter of prudence, adopted the three months norm, in advance, for the financial year ended 31st March 2016, as compared to the 120 days norm followed in the previous financial year, entailing an additional impact of Rs.6.6 crores on the profit after tax for the year. In keeping with the Company's focus on maintaining superior asset quality, the Gross and Net NPAs as at 31st March, 2016, based on the revised three month NPA classification norm adopted by your Company, stood at 2.08% and 0.92%, respectively, making it the best performing portfolio amongst its peers, by some distance.

The net profit from continuing operations was Rs.477.28 cr. as against Rs.454.14 cr. in the previous year, registering a growth of 5%. The Company's Net-Worth stood at Rs.3312.62 cr. as on 31.3.2016. Capital Adequacy (CRAR) at 18.51% was comfortably higher than the statutory requirement of 15%. Your Company continues to provide for Standard Assets at 0.40% and has transferred an amount of Rs.1.32 cr. towards Contingent Provision against Standard Assets.

RESOURCE MOBILISATION

a) Deposits

During the year, your Company mobilised fresh deposits aggregating to Rs.491.41 cr. Renewal of deposits during the year amounted to Rs.690.31 cr. representing 83% of the matured deposits of Rs.838.40 cr. Deposits outstanding at the year-end were at Rs.2246.27 cr. as against Rs.1924.72 cr. in the previous year. The Net accretion for the financial year was Rs.321.56 cr. which is the highest in the history of your Company.

As at 31st March 2016, 4580 deposits amounting to Rs.33.41 cr. had matured for payment and were due to be  claimed or renewed. After close follow-up, the figures are currently down to 2796 and Rs.17.22 cr. respectively. Steps are continuously being taken to arrange for repayment or renewal of these deposits. There has been no default in repayment of deposits or payment of interest thereon during the year. Investor Relation Services - Deposits continue to enjoy the ISO 9001:2008 certification from Bureau Veritas Certification (India) Private Limited.

b) Term Funding

During the year, your Company raised term funding from Banks, Mutual funds, Insurance companies and others in the form of non-convertible debentures and term loans to the tune of Rs.2222 cr., across various tenors.

c) Bank Finance

As part of the overall funding plan, your Company's working capital limits with Consortium banks were retained at Rs.1800 cr. During the year, your Company also issued several tranches of commercial paper aggregating to Rs.9835 cr. The maximum amount outstanding at any time was Rs.4155 cr. and the amount outstanding at the end of the year was Rs.1050 cr.

d) Assets Securitised / Assigned

During the year, your Company raised resources to the extent of Rs.2998 cr. through securitisation and assignment of receivables.

CREDIT RATINGS

All the borrowings of the Company are rated. The short term borrowings (including commercial paper) are rated "A1+" (very strong degree of safety). Fixed Deposits are rated "AAA" (Highest Credit Quality). The long term borrowings are rated

"AA+" (High Degree of Safety), with a "Stable outlook" and are rated by ICRA, CRISIL and India Ratings.

OUTLOOK

The Indian economy is projected to grow at 7.8%, in 2016-17 as per most accounts. With headline inflation likely to remain low, it is widely expected that RBI will sustain its current accommodative stance. With most macroeconomic indicators remaining stable, the various measures initiated by the Central government are likely to have a salutary impact on the automotive sector. The continuing thrust on infrastructure and revival of mining activities, coupled with the increase in budget allocation for rural sector and fast tracking of irrigation projects, augur well for the growth of Medium and Heavy Commercial Vehicles as well as construction equipment.

According to the estimates of the Society of Indian Automobile Manufacturers (SIAM) sales of M&HCVs are projected to grow at 12 to 15% in FY 2016-17, while LCV sales are expected to grow by 7-9%. Passenger Cars / Utility Vehicles are projected to grow at 6 to 8%. The tightening of emission norms effective April 2017 is also likely to spur some advance buying in M&HCV's in the second half of the year. With diesel prices expected to remain stable, the outlook for the automotive sector appears reasonably optimistic.

Private sector investment however, remains weak, amid cyclical headwinds such as high corporate leverage, slow export growth, persistent excess capacity in several sectors, and a troubled banking sector. More than ever, the behaviour of the Southwest monsoon will have a major bearing on India's economic fortunes this year. Large parts of the country are reeling from a severe drought after two successive years of deficient rains, resulting in distress for much of the rural economy. On a positive note, all indications are that the monsoon would be normal, in the wake of the weather phenomenon La Nina and this certainly augurs well, not only for the rural sector but for the economy as a whole. The Government's focus on enhancing expenditure in the priority areas of farm and rural sector, social sector and infrastructure sector are very welcome. The various announcements in the Union Budget 2016, such as the increased budget allocation for rural sector, fast tracking of irrigation projects, increase in farm credit and targeted increase of road and bridge construction activities, augur well for the economy. India's overall economic growth is supported by robust consumer spending, which is estimated to make up 55 per cent of aggregate demand in the economy. This is expected to receive a major boost, with the implementation of the public sector salary increases, mandated by the 7th Pay Commission, and a rise in rural incomes, provided the forecast of a good monsoon is realised.

Against this backdrop, your Company hopes to post reasonable growth in its chosen lines of business and also continue to explore new, profitable business opportunities. Competitive pressures in the vehicle financing market are likely to remain high, with banks increasingly focussing on retail lending, thereby exerting downward pressure on margins. As always, preservation of asset quality will remain a key imperative, especially in light of the early adoption of the more stringent three month NPA norm by your Company. Growth with Quality and Profitability has been the underlying philosophy that has guided your Company over the years and shall continue to do so in the future as well.

INTERNAL FINANCIAL CONTROLS

The Company has a well-established internal financial control and risk management framework, with appropriate policies and procedures, to ensure the highest standards of integrity and transparency in its operations and a strong corporate governance structure, while maintaining excellence in services to all its stakeholders. Appropriate controls are in place to ensure: (a) the orderly and efficient conduct of business, including adherence to policies, (b) safeguarding of assets, (c) prevention and detection of frauds / errors, (d) accuracy and completeness of the accounting records and (e) timely preparation of reliable financial information.

RISK MANAGEMENT

Your Company has built a robust risk management framework over the years. Engaged, as it is, in retail financing, the Company has to manage various risks, such as credit risk, liquidity risk, interest rate risk and operational risk. The Risk Management Committee and the Asset Liability Management Committee review and monitor these risks at regular intervals. The Company manages credit risk through stringent credit norms established through several years of experience in this line of business and continues to follow the time tested practice of personally assessing every borrower, before committing to a credit exposure. This process ensures that the expertise in lending operations acquired by the Company over decades is put to best use and acts to mitigate credit risks. The Company monitors ALM on an ongoing basis to mitigate the liquidity risk, while interest rate risks arising out of maturity mismatch of assets and liabilities are managed through regular monitoring of the maturity profiles. The Company also measures the interest rate risk by the duration gap method.

Operational risks arising from inadequate or failed internal processes, people and systems or from external events are adequately addressed by the internal control systems and are continuously reviewed and monitored. A stable and experienced management team provides much needed continuity and expertise in managing the dynamic changes  in the market environment. Process improvements and quality control are on-going activities and are built into the employees' training modules, as well. The Company has well documented Standard Operating Procedures for all processes to ensure better control over transaction processing and regulatory compliance.

INTERNAL AUDIT

As part of the efforts to evaluate the effectiveness of the internal control systems, your Company's internal audit department independently evaluates the adequacy of control measures on a periodic basis and recommends improvements, wherever appropriate. The Internal Audit team plays an essential role in continuously monitoring the effectiveness of the Standard Operating Procedures, as a part of risk mitigation.

The internal audit department is manned by highly qualified and experienced personnel and reports directly to the Audit Committee of the Board. The Audit Committee regularly reviews the audit findings as well as the adequacy and effectiveness of the internal control measures.

Additionally, an Information Security Assurance Service is also provided by independent external professionals. Based on their recommendations, the Company has implemented a number of control measures both in operational and IT related areas, apart from information security related measures.

HUMAN RESOURCES

Your Company believes that its greatest assets are its people and Training is an investment in long term people development, for organisational excellence. During the year under review, your Company has taken several new initiatives to ensure that the knowledge and wisdom gained over decades is handed down to the next generation of employees. A well balanced mix of domain knowledge and behavioural training was taken  up towards talent transformation. These initiatives, spread across 4600 man days of training, have paid rich dividends in the form of a strong group of in-house facilitators of domain knowledge and a highly motivated team of employees geared to fulfilling the needs of your Company's valued customers.

INFORMATION TECHNOLOGY

Your Company has a State of the Art Data Centre catering not only to its own needs but also those of its subsidiaries and associates, with a capacity of over 250 servers, managed by professionals providing 24/7 support, with over 99.99% uptime. The Data Centre is accredited for ISO/IEC 27001:2013 by TUV Rheinland for Information Security Management System. The Disaster Recovery Site for all critical applications is hosted at a separate facility with near real-time data replication.

The Company has developed robust business applications on the Oracle Technology platform, catering to various business verticals such as Hire Purchase, Loans, Leasing and Deposits and works off Oracle Financials and Hyperion for Financial Accounting and Reporting.

The Company has also taken several initiatives in developing mobile applications including "Sundaram MCollect", an application designed to process collections, which enables our Executives in the field to serve our customers at their door step. Extensive Dashboards developed in 'Project Sundaram', the Company's proprietary software platform, serve as key decision support tools.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129 (3) of the Companies Act, 2013, the Consolidated Financial Statements, drawn up in accordance with the applicable Accounting Standards, form part of the Annual Report. A separate

statement containing the salient features of the financial statements of Subsidiaries and Associates in Form AOC-I forms part of the Annual Report.

The annual accounts of all the Subsidiary Companies have been posted on your Company's website - www.sundaramfinance.in. Detailed information, including the annual accounts of the Subsidiary Companies will be available for inspection by the members, at the registered office of the Company and will also be made available to the members upon request.

SUBSIDIARIES

• Sundaram BNP Paribas Home Finance Limited

The company approved loans aggregating to Rs.1857 cr. (Previous year Rs.2097 cr.). Reflecting the sluggishness in the real estate sector, disbursements were lower by 10%, at Rs.1743 cr. (PY Rs.1939cr.). The company earned a gross income of Rs.927 cr. (PY Rs.954 cr.) and reported a profit after tax at Rs.153 cr. (PY Rs.146 cr.). The loan portfolio under management as at 31st March 2016 stood at Rs.7489 cr. as against Rs.7486 cr. in the previous year. The gross and net NPA stood at 2.82% and 0.98% respectively as of 31.03.2016. The company proposed a dividend of 35% for the year (PY 35%).

• Royal Sundaram General Insurance Co. Ltd (Royal Sundaram)

Royal Sundaram reported an increase of 8% in Gross Written Premium (GWP) at Rs.1703 cr. as compared to Rs.1573 cr. in the previous year. Profit after tax for the year was Rs.26.66 cr., as against Rs.21.99 cr. in the previous year. The overall profitability of the company was  significantly impacted by higher claims in the wake of the unprecedented floods in Chennai in November/December  2015.

During the year, your Company acquired 8,19,00,000 equity shares of Royal Sundaram Alliance Insurance Company Limited (Royal Sundaram) from Royal & Sun Alliance Insurance PLC for a total consideration of Rs.450 cr., raising your Company's shareholding in Royal Sundaram from 49.90% to 75.90%. Consequently, Royal Sundaram became a subsidiary of your Company and the company's name was changed to Royal Sundaram General Insurance Co. Limited.

• Sundaram Asset Management Company  Limited

Sundaram Asset Management Company Limited reported a gross income of Rs.229.88 cr. as against Rs.149.83 cr. in the previous year. Profit after tax was however lower at Rs.4.42 cr. as compared to Rs.21.69 cr. during the previous year, owing to the higher absorption of scheme expenses by the company and provision for diminution in the value of investments in its subsidiary company.

The Average Assets under Management in Mutual Fund schemes amounted to Rs.23664 cr. for the year 2015-16 as compared to Rs.19511 cr. in the previous year. The company recommended a dividend of 18% for the year, on the paid-up capital of Rs.20 cr.

• Sundaram Trustee Company Limited

Sundaram Trustee Company Limited earned a gross income of Rs.1.00 cr., as against Rs.0.92 cr., in the previous year and reported a profit after tax of Rs.0.46 cr. for the year, as against Rs.0.39 cr. in the previous year. The company  recommended a dividend of 700% for the year as against 500% during the previous year.

• Sundaram Finance Distribution Limited  (SFDL)

During the year, SFDL reported a gross income of Rs.8.14 cr. as against Rs.10.95 cr. in the previous year. The profit after tax for the year was Rs.1.00 cr. as against Rs.1.91 cr. in the previous year. The company proposed a dividend of 200% for the year as against 250% during the previous year.

• LGF Services Limited

During the year, LGF Services Limited reported a gross income of Rs.6.45 cr. as against Rs.7.72 cr. in the previous year. The profit after tax for the year was Rs.0.82 cr. as against Rs.1.49 cr. in the previous year. The company proposed a dividend of 350% for the year, as against 400% during the previous year.

• Sundaram Infotech Solutions Limited

The company earned total revenue of Rs.16.19 cr. as against Rs.16.75 cr. in the previous year. The loss after tax for the year was lower at Rs.0.82 cr. as against loss after tax of Rs.2.33 cr. in the previous year. The company's Indian operations turned profitable this year. However, the Australia and UAE markets continued to be sluggish during the year.

• Sundaram BNP Paribas Fund Services Limited

Sundaram BNP Paribas Fund Services Limited earned an income of Rs.27.91 cr. during the year, an increase of 19%  over the previous year. The company reported a lower loss of Rs.7.93 cr. during the year as against Rs.9.46 cr. in the previous year.

The increase in the income was mainly due to incremental revenue from existing clients on account of positive movement of Assets under Management. Several new clients were acquired during the year and are expected to add to the revenue in the coming year.

During the year, the Company's paid-up capital was reduced from Rs.94.50 cr. to Rs.24.00 cr. in accordance with the Scheme of Capital Reduction approved by the Hon'ble High Court of Judicature at Madras.

• Sundaram BPO India Limited

Sundaram BPO India Limited earned a total revenue of Rs.16.21cr. during the year as against Rs.20.19 cr. during the previous year. The company reported a profit after tax of Rs.0.06 cr. during the year, as against Rs.0.72 cr. in the previous year.

• Sundaram Business Services Limited (SBSL)

During the year, SBSL earned a revenue of Rs.24.41cr, as compared to Rs.24.03 cr. in the previous year. The company reported a profit of Rs.0.01 cr. during the year as against a loss of Rs.1.70 cr. in the previous year.

JOINT VENTURE

• BNP Paribas Sundaram Global Securities Operations Private Limited

During the year, your Company sold its entire holdings of 49.90% in BNP Paribas Sundaram Global Securities

Operations Private Limited to the joint venture partner BNP Paribas Securities Services, Paris, for a total consideration of Rs.44.30 cr.

BOARD & AUDIT COMMITTEE

The details regarding number of board meetings held during the financial year and composition of Audit Committee are furnished in the Corporate Governance Report.

DIRECTORS

Sri T.T. Srinivasaraghavan and Sri S. Ravindran retire by rotation and being eligible, offer themselves for re-election.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director of the Company under Section 149 (7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149 (6).

ANNUAL EVALUATION BY THE BOARD

The Board has made a formal evaluation of its own performance and that of its committees and individual directors as required under Section 134(3) (p) of the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

Your directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

3. The directors had 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;

4. The directors had prepared the annual accounts on a going concern basis;

5. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

6. 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.

AUDITORS

M/s Brahmayya & Co., Chartered Accountants, Chennai, retire and are eligible for re-appointment. A certificate from the Auditors that they satisfy the conditions prescribed under the Companies Act, 2013 and the Rules made thereunder (including satisfaction of criteria under Section 141 of the Companies Act, 2013), has been received from them.

PERSONNEL

In accordance with the provisions of first proviso to Section 136 (1) of the Companies Act, 2013, the Board's Report is being sent to all the shareholders of the Company excluding the statement prescribed under Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said statement is available for inspection by the Members at the Registered Office of the Company during office hours till the date of the Annual General Meeting.

AWARDS AND RECOGNITIONS

Your Company has been listed as one of 'India's Top 500 Companies' by Dun & Bradstreet Information Services India Pvt. Ltd for the third year in succession.

ACKNOWLEDGEMENT

Your directors gratefully acknowledge the support and co-operation extended to your Company by all the customers, depositors, shareholders, bankers, mutual funds, insurance companies, automotive manufacturers and dealers.

Your directors also place on record their special appreciation of the tireless efforts of Team Sundaram, a dedicated and loyal band of people who have displayed unswerving commitment to their work in these challenging times and helped the Company deliver good results.

For and on behalf of the Board

S VIJI

Chairman

Date : 30.05.2016

Place : Chennai600 002