Sundaram Finance Ltd Directors Report.

Your directors have pleasure in presenting the 66th Annual Report together with audited accounts for the year ended 31st March 2019. The summarised financial results of the Company are presented hereunder:

FINANCIAL RESULTS: STANDALONE

(Rs. in cr.)
Particulars

Year ended March 31, 2019

Year ended March 31, 2018

Revenue from Operations 3397.61 2806.27
Other Income 20.56 49.13
Total Revenue 3418.17 2855.40
Less: Total Expenses 2522.89 2005.69
Profit before exceptional items and tax 895.28 849.71
Add: Exceptional item 592.43
Profit before tax 1487.71 849.71
Profit after Tax 1126.31 563.44
Other Comprehensive Income * (4.02) (1.51)
Surplus brought forward 767.20 636.85
Amount available for appropriation 1889.49 1198.78
Appropriations to:
- Statutory Reserve 225.26 106.59
- General Reserve 997.30 243.39
Dividend – Final 2016-17 72.22
Interim 2017-18 55.55
Final 2017-18 77.77
Interim 2018-19 55.55
Dividend Tax 33.30 9.38
Surplus carried to balance sheet 444.76 767.20

* Remeasurement of (loss)/gain (net) on defined plans, recognised as a part of retained earnings.

Your Company has, for the first time, adopted Indian Accounting Standards (IND AS) notified under Section 133 of Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules 2015 from 1st April 2018 and the effective date such transition is 1st April 2017. The impact of the transition has been recorded in the opening reserves as at 1st April 2017.

FY 2015-16 2016-17 2017-18 2018-19
EPS (Rs.) 42.96 44.58 50.71 54.37

*excludes Exceptional Profit ofRs.522.26 cr.

DIVIDEND

Your Company paid an interim dividend of Rs.5/- per share in February 2019. Your directors are pleased to recommend a final dividend of Rs.7.50/- per share, which, together with the interim dividend, would aggregate to a total dividend of Rs.12.50/- per share (125% on the face value of Rs.10/-). In addition, your directors are pleased to recommend a special dividend of Rs.5/-per share (50% on the face value of Rs.10/-).

The Dividend Distribution Policy, formulated in accordance with the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached as part of this report, vide Annexure I.

FY 2015-16 2016-17 2017-18 2018-19
% 110 115 120 175*

*includes Special Dividend - 50%

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 II.

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

RELATED PARTY TRANSACTIONS

All transactions entered into by the Company with related parties were in the ordinary course of business and on an arms length basis. The Company did not enter into any material transaction with such related parties, under Section 188 of the Companies Act, 2013, during the year. 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 III (i). Further, the Companys policy on Related Party Transactions is attached as part of this report, vide Annexure III (ii).

The Company did not enter into any transactions with any person or entity belonging to the promoter or promoter group and holding 10% or more shareholding in the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company, along with its subsidiaries and associates, has always responded in a responsible manner to the growing needs of the communities in which it operates. During the year, your Company has, in consonance with the CSR policy of the Company, undertaken a number of initiatives that contribute to society at large, in the areas of health, education, environment and preservation of the countrys rich culture and heritage.

The Annual Report on CSR Activities undertaken by the Company for the Financial Year 2018-19, is annexed with this report, vide Annexure IV.

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 V.

DISCLOSURE UNDER THE ‘PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE POLICY

The Company has in place a Policy for prevention of Sexual Harassment, 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 financial year. None was pending unresolved as on 31st March 2019.

SECRETARIAL AUDIT

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

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 VII.

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, 18750 stock options to select eligible employees, on 30th May 2019. The disclosure required under SEBI (Share Based Employee Benefits) Regulations, 2014 is furnished, vide Annexure VIII.

EXTRACT OF ANNUAL RETURN

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

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant and material orders were passed by the regulators, courts or tribunals against the Company, impacting its going concern status or its future operations.

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 2018-19, expenditure in foreign currencies amounted to Rs.83.57 cr. foreign currency earnings amounted to Rs.244.38 lakhs.

MANAGEMENT DISCUSSION AND ANALYSIS GLOBAL ECONOMY

The International Monetary Fund (IMF) has cautioned that "following a broad-based upswing in cyclical growth that lasted nearly two years, the global economic expansion decelerated in the second half of 2018. Activity softened amid an increase in trade tensions and tariff hikes between the United States and China, a decline in business confidence, a tightening of financial conditions, and higher policy uncertainty across many economies. Against this global backdrop, a combination of country and sector specific factors further reduced momentum. After peaking at close to 4% in 2017, global growth remained strong, at 3.8% in the first half of 2018, but dropped to 3.2% in the second half of the year." The IMFs growth forecast for 2019 is 3.3%.

INDIAN ECONOMY

Indias GDP has averaged 7.5% over the last five years, indicating a near normal growth and making it one of the fastest growing major economies in the world. However, it is estimated to have slowed down to about 7% during 2018-19, as against the original projection of 7.2%.

Tax collections for the period ended 2018-19 marked an increase of 18.3% over the previous year, but were well below the targeted collections for the year. Prices largely remained under control. While the average WPI inflation for 2018-19 was at 4.3% (an increase from 2.9% in the previous year), headline inflation, based on the Consumer Price Index for 2018-19, came in at 3.4% (compared to 3.6% in 2017-18), helped by softer food inflation.

Foreign Direct Investment flows continued to be encouraging and Indias foreign exchange reserves stood at USD 412 billion at the end of March 2019 as compared to USD 424 billion at the end of the previous year, as per RBI data. The Current account deficit (CAD) was higher at 2.6% as against 2.0% in the previous year, reflecting a lower growth in exports as also the effects of higher crude oil prices. The gross fiscal deficit came down marginally, to 3.4% for the period April 2018 to February 2019, as compared to 3.6% for the year 2017-18. The Rupee depreciated, ending the year at Rs.69.20 to the Dollar. According to the World Banks Ease of Doing Business Report, India has improved its global ranking by several notches, from 142 to 77 in the last five years.

Almost two years have elapsed since the introduction of The Goods and Services Tax (GST). While the operational issues in implementation are being addressed, movement of goods across the country has become easier thanks to the abolition of check posts and introduction of e-way billing, making for faster movement of goods across the country, thus creating a seamless national market.

Despite strong economic fundamentals, capital markets remained volatile though the NIFTY grew 14% during the year. Interest rates also fluctuated but the 10-year G-Sec ended the year roughly where it began, at 7.35%. Overall bank credit is reported to have grown at 12.3% in FY19, but industrial credit grew by only 7% and small and medium enterprises even lower.

The NBFC sector and the wider financial markets witnessed considerable turbulence with the default of AAA rated IL&FS in August 2018. This was followed by a few more downgrades of NBFCs and Housing finance companies, as a result of which lending to the NBFC sector, particularly smaller players, was severely constricted. With a view to partially mitigate this, RBI announced a relaxation in the securitisation norms, whereby the asset seasoning requirement was reduced from 12 to 6 months, thus enabling easier access to funds. This led to a dramatic increase in securitisation volumes, which more than doubled to 1.90 lakh crores for the year. However, the cost of funds for the NBFC sector witnessed a sharp increase, reflecting the liquidity situation as well as the heightened risk perception of lenders.

Thanks to the prudent financial practices followed by your Company and a robust Asset Liability Management framework, your company continues to enjoy the confidence of its lenders and was therefore able to withstand market pressures without any dislocation to its business, during the second half of 2018-19.

AUTOMOTIVE SECTOR

2018-19 was a difficult year for the automotive industry. Festive season demand which is one of the key drivers of vehicle sales was lacklustre, at best. Natural calamities in two of the Southern states also acted as a dampener. Increasing fuel prices, withdrawal of several NBFCs from the market, revised axle load norms and buyer fatigue are some of the reasons attributed to the overall slowing down in the automotive sector. The M&HCV segment which witnessed very strong growth during the first half of the financial year saw a complete reversal of fortunes in the second half, with volumes dropping dramatically month after month, ending with an overall growth of 10% for the year. Passenger car/SUV sales registered a meagre 3% growth over the previous year.

OPERATING & FINANCIAL PERFORMANCE

Your Companys disbursements at Rs.17,170 cr. (PY Rs. 15,712 cr.) grew by 9.3% during the year under review. Gross receivables managed by the Company stood at Rs.33,447 cr., as against Rs. 28,648 cr., a growth of 17% over the previous year.

With sales of Medium and Heavy commercial vehicles falling sharply in the second half of the year and sales of passenger cars/SUVs remaining sluggish through the year, competition for the available business intensified, resulting in a squeeze on margins. The relaxation in axle load norms announced by the Government in July 2018 resulted in a capacity increase of 20-25% and had a dampening effect on freight rates. Coupled with the increase in fuel prices, transport operators viability came under strain. The liquidity squeeze faced by the NBFC sector meant that small and medium transport operators were starved of much needed working capital, thereby exerting pressure on their cash flows. Given this scenario, your Company tightened its credit filters for the M&HCV segment. However, its increased presence in the Construction equipment, intermediate and light commercial vehicle and tractor segments, enabled it to register a healthy growth in all of them.

As always, your Companys sustained focus on maintaining superior asset quality ensured that its portfolio continued to be best in class. Gross and Net NPAs stood at 1.33% (1.27%) and 0.83% (0.66%) respectively, as at 31st March, 2019. The net profit for the year after considering the exceptional profit (Rs.522.26 cr.) on sale of 25.9% stake in Royal Sundaram General Insurance Co. Limited was 1126.31 cr., as against 563.43 cr. in the previous year. The companys net-worth crossed a major milestone and stood at 5043.81 cr., as on 31.3.2019. Capital adequacy (CRAR) at 19.46% was comfortably higher than the statutory requirement of 15%.

There are no significant changes in key financial ratios of the Company for F.Y. 2018-19 as compared to F.Y. 2017-18 , except for the following;

Ratios March 2019 March 2018 Variance
Net Profit Margin (%)* 28.08% 19.73% 42%
Return on Net Worth (RONW)(%)* 24.55% 14.48% 70%

* The change in Net profit Margin and RONW as compared to the previous financial year is due to profit on sale of shares in Royal Sundaram General Insurance Co Ltd which is shown as an exceptional item in the audited financial statements.

RESOURCE MOBILISATION

a) Deposits

During the year, your Company mobilised fresh deposits aggregating to 701.52 cr. Renewal of deposits during the year amounted to 980.71 cr, representing 85% of the matured deposits of 1150.27 cr. Deposits outstanding at the year-end were at 2975.16 cr. as against 2499.32 cr in the previous year. Your Companys Deposit Balance crossed the 3,000 cr. mark during the second week of April 2019. The Net accretion for the financial year was 475.84 Cr being the highest ever in the history of your Company. As at 31st March 2019, 3452 deposits amounting to 31.11 Cr. had matured for payment and were due to be claimed or renewed. After close follow-up, these figures are currently 2216 and 15.17 Cr. respectively. Continuous efforts are being made 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. Bureau Veritas (India) Private Limited has conferred accreditation for the Companys Deposits to the revised ISO 9001:2015 Standard.

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 7014 cr., across various tenors.

c) Bank Finance

As part of the overall funding plan, your Companys working capital limits with Consortium banks were increased from 2750 cr. to 3000 cr. During the year, your Company also issued several tranches of commercial paper aggregating to 12498 cr. The maximum amount outstanding at any time was 5250 cr. and the amount outstanding at the end of the year was 1800 cr.

d) Assets Securitised / Assigned

During the year, your Company raised resources to the extent of 3236 cr. through securitisation and assignment of receivables.

CREDIT RATINGS

Your Companys long term credit ratings have been retained at "AAA", (Highest Degree of Safety) with a "Stable Outlook" by both ICRA & CRISIL. The short term borrowings (including commercial paper) are rated "A1+" (very strong degree of safety) by both ICRA and CRISIL. Fixed Deposits are rated "AAA" (Highest Credit Quality) by ICRA and CRISIL.

OUTLOOK

Most economic indicators seem to indicate a slowing growth momentum. Commercial vehicle and Passenger car / SUV have fallen sharply in April 2019 by 14% and 17% respectively. Vehicle sales growth has been feeble for nearly nine months now, for reasons articulated earlier. February saw the IIP growth drop to a twenty month low of 0.01% (y-o-y). The PMI manufacturing index slipped to an eight month low, while the services sector PMI also declined to a six month low.

As per the Society of Indian Automotive Manufacturers (SIAM), M&HCV sales are estimated to grow at a mere 5% and LCVs at 9%-10%, in 2019-20. With the new BS VI emission norms slated for implementation, effective April 1 2020, predictions of significant pre-buying, ahead of the BS VI rollout, countered by the excess capacity argument, have lent an air of uncertainty to how the market participants would respond. Sales of passenger vehicles (Cars and SUVs) are projected to grow at 3%-5%. Tractor sales are expected to moderate after three or four years of strong growth. No doubt, the behaviour of the Southwest monsoon will have an important bearing not only on tractor sales, but also on the overall prosperity and well-being of rural India, which in turn will influence overall rural spending.

With the new Government in place, it is reasonably expected that the thrust on infrastructure would continue. Additionally, private sector investments which were subdued for the past few years are expected to pick up. However, the uncertainties surrounding market liquidity, interest rates, imminent introduction of the BS VI emission norms, and global oil prices, render forecasts difficult. Most economic commentaries seem to point to a challenging year ahead for the economy in general and the automotive sector in particular.

Your Company has taken these factors into account in drawing up its plans for the year, without losing sight of its core markets and segments. Rising interest rates in light of the tight liquidity and intensifying competition are likely to exert further pressure on margins. Your company expects to manage this through financing an appropriate mix of higher and lower yielding assets, while ensuring that asset quality continues to remain best in class.

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, including 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 on a regular basis. The Company manages credit risk through stringent credit norms established through several decades of experience in retail lending and continues to follow the time tested practice of personally assessing every borrower, before committing to a credit exposure. The Company monitors ALM on an ongoing basis to mitigate 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. These systems are continuously reviewed, monitored and modified, as necessary. A stable and experienced management team provides much needed continuity and expertise in managing the dynamic changes in the market environment. The company has well documented standard operating procedures for all processes to ensure better control over transaction processing and regulatory compliance and periodical review of the same ensures that the risk of obsolescence is avoided.

INTERNAL AUDIT

As part of its efforts to evaluate the effectiveness of the internal control systems, your Companys internal audit department independently evaluates the adequacy of control measures on a periodic basis and recommends improvements, wherever appropriate. The Internal Audit team plays a vital role in continuously monitoring the effectiveness of the Standard Operating Procedures and makes extensive use of software and analytical tools which enables effective offsite monitoring.

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

In an environment that is rapidly becoming technology and digital oriented, your Company continues to invest in long term people development, for organisational excellence. Part of the enduring Sundaram Finance tradition, over the decades, has been our adherence to the ‘Sundaram Way- the value system that has formed the bedrock of the Company, and the percolation of these values to successive generations of employees. For talent development, we have a healthy mix of learning programmes addressing both domain knowledge and soft skills. During the year, 30% of programmes were for domain knowledge and 70% in the area of soft skills, involving 3312 man hours of learning. The Sundaram Finance Centre of Excellence (CoE) launched in 2016-17, with a view to effectively leverage technology to accelerate the pace of institutional knowledge transfer across the Sundaram Finance landscape, has grown by leaps and bounds. The response has been very enthusiastic and over 2500 employees have participated in various modules of the CoE during the year. The increase in penetration of CoE has meant that the percentage of Facilitator led Domain Knowledge training programmes for senior managers has come down.

INFORMATION TECHNOLOGY

The IT Strategy Committee of the Company has laid down a comprehensive policy relating to Cyber Security, Business Continuity, Outsourcing and Information Security / Technology, in line with its terms of reference.

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 300 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 located in a different seismic zone, with near real-time data replication. Your company has implemented various protocols for managing Information and Cyber security across the organization. In its continuous efforts to ensure a secure environment, your Company has built a robust infrastructure and carries out periodic comprehensive vulnerability assessments and penetration testing, to identify and minimize external threats.

The internal IT Team has mastered a complex landscape of current technologies, marketing approaches, and operational capabilities to cater to the various business applications within the Company. Of special significance is their contribution to the complex task of transitioning to the IND AS regimen. Digital services and operations are raising the competitive bar in every sector. Your Companys digital strategy is driven by the twin objectives of enriching our employees jobs on the one hand, while enhancing the customer experience, on the other. Our digital initiatives address these very objectives, by enhancing our speed of response to our customers and providing them a host of digital options to interact and transact with us, and a number of productivity enhancements through process automation which free up our people to deliver the unique ‘Sundaram Experience to our customers. We are a relationship centric business and have consciously adopted digital, to augment these relationships and be digitally available for our customers, as and when they need us.

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 Consolidated profit after tax is 1160.85 cr. as against 729.91 cr. of the previous year. The total comprehensive income for the year was 1012.79 cr. as against 877.87 cr.

The annual accounts of all the Subsidiary Companies have been posted on your Companys 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 Finance Holdings Limited

Your Company, along with its promoters, holds 53.34% in Sundaram Finance Holdings Limited and hence the latter is treated, under the applicable Accounting Standards, as subsidiary for consolidation purposes. Sundaram Finance Holdings Limited reported a gross income of 120.71 cr. as against 75.59 cr. in the previous year. Profit after tax was 84.93 as compared to 54.40 cr in the previous year.

Sundaram Asset Management Company Limited

The Company reported a gross income of 270.43 cr. as against 328.73 cr. in the previous year. Profit after tax was 19.86 cr. as compared to 27.46 cr. during the previous year. The Average Assets under Management amounted to 31,933 cr. for the year 2018-19 as compared to 34,164 cr. in the previous year. The company recommended a dividend of 7.50 per share for the year, on the paid-up equity capital of 20 cr.

Sundaram Trustee Company Limited

Sundaram Trustee Company Limited earned a gross income of 1.55 cr., as against 1.56 cr., in the previous year and reported a profit after tax of 0.80 cr. for the year, as against 0.85 cr. in the previous year. The company recommended a dividend of 120 per share for the year.

LGF Services Limited

During the year, the Company reported a gross income of 0.38 cr. as against 1.90 cr. in the previous year. The profit after tax for the year was 0.25 cr. as against 0.34 cr. in the previous year. The company proposed a dividend of 6 per/- share for the year.

JOINT VENTURE

Sundaram BNP Paribas Home Finance

Limited

The company approved loans aggregating to 2672 cr. (Previous year 2993 cr.). Disbursements during the year were lower by 7%, at 2449 cr. (PY 2626 cr.).

The company earned a gross income of 1006.27 cr. (PY 934.58 cr.) and reported a profit after tax at 145.48 cr. (PY 144.42 cr.). The loan portfolio under management as at 31st March 2019 stood at 9041 cr. as against 8336 cr. in the previous year. The gross and net NPA stood at 2.95% and 1.39% respectively as of 31.03.2019. The company proposed a dividend of 3.50 per share for the year (PY 35%).

Royal Sundaram General Insurance Co.

Limited (Royal Sundaram)

During the year, your Company sold 11,62,91,000 equity shares of Royal Sundaram, representing 25.90%, to Ageas Insurance International N.V., Belgium, for a total consideration of 984.17 cr., reducing your Companys shareholding in Royal Sundaram from 75.90% to 50%. Consequently, Royal Sundaram has become a joint venture.

Royal Sundaram reported a robust increase of 21% in Gross Written Premium (GWP) at 3196 cr. as compared to 2643 cr. in the previous year. Profit after tax for the year was 121 cr., as against 83 cr. in the previous year.

Sundaram BNP Paribas Fund Services Limited

Sundaram BNP Paribas Fund Services Limited earned an income of 35.25 cr. during the year. The company reported loss after tax at 8.68 cr. during the year as against 0.15 cr. in the previous year.

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 N. Venkataramani, Independent Director of your Company since 2010, relinquished his directorship after completion of his first term as Independent Director under the Companies Act, 2013 on 31st March 2019. Your directors place on record the significant contribution made by him to the deliberations of the Board for nearly ten years.

Sri R Raghuttama Rao was co-opted as an Additional Director on the Board in independent capacity for a term of five (5) consecutive years with effect from 1st April 2019 and holds office as Additional Director up to the date of the ensuing Annual General Meeting. The Company has received due notice from a member proposing the appointment of Sri R Raghuttama Rao as Independent Director of the Company.

Sri S. Ravindran and Sri T.T. Srinivasaraghavan, Directors 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 have been followed along with proper explanation relating to material departures;

2. The Company has 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. Proper and sufficient care has been exercised 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 annual accounts have been prepared on a going concern basis;

5. Adequate internal financial controls have been put in place and they are operating effectively; and

6. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS

M/S Sundaram & Srinivasan Chartered Accountants, Chennai, have been appointed as Statutory Auditors of your Company, to hold office for a term of five (5) consecutive years from the conclusion of the 64th Annual General Meeting until the conclusion of the 69th Annual General Meeting at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors.

ACKNOWLEDGEMENT

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

Your directors also place on record their special appreciation of Team Sundaram for their dedication and commitment in delivering the highest quality of service to every one of our valued customers.

For and on behalf of the Board
Chennai 600 002 S VIJI
30.05.2019 Chairman