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Directors Report of Magma Fincorp Ltd.

Mar 31, 2016

Dear Shareholders,

The Directors have pleasure in presenting the 36th Annual Report along with the Audited Financial Statements of the Company for the financial year ended 31 March 2016. A summary of the Consolidated and Standalone Financial Statements is given below:

(Rs. in Lacs)

Consolidated Standalone

FY 2015-16 FY 2014-15 FY 2015-16 FY 2014-15

Total income 2,50,633.08 2,38,597.96 2,13,915.55 2,04,595.25

Profit before interest and depreciation 1,53,690.22 1,49,099.49 1,30,340.43 1,27,106.23

Less: Interest and finance charges 1,19,159.57 1,23,293.57 99,808.90 1,06,144.01

Less: Depreciation 3,948.43 3,456.94 3,934.44 3,451.50

Profit before tax 30,582.22 22,348.98 26,597.09 17,510.72

Tax Expense 9,234.35 3,622.39 7,882.12 2,603.97

Profit after tax (Before Minority Interest) 21,347.87 18,726.59 18,714.97 14,906.75

Minority Interest 210.16 659.85 - -

Profit after tax (After Minority Interest) 21,137.71 18,066.74 18,714.97 14,906.75

Add: Surplus brought forward 42,725.31 33,006.11 37,285.78 29,876.14

Add: Impact of pre-acquisition surplus on change of shareholding in Magma 1,239.67 - - - HDI General Insurance Company Limited

Balance available for appropriation 65,102.69 51,072.85 56,000.75 44,782.89

- Statutory reserves 4,820.00 3,840.00 3,750.00 2,990.00

- General reserve 1,880.00 1,502.40 1,880.00 1,502.40

Provision for dividend

- On preference shares 428.23 973.52 427.87 973.16

- On equity shares 2,265.36 1,523.41 2,265.36 1,523.41

- Dividend tax 548.35 508.21 548.28 508.14

Balance carried forward 55,160.75 42,725.31 47,129.24 37,285.78

ECONOMIC AND INDUSTRY OVERVIEW

Economic Overview

The Indian Economy continues to be one of the fastest growing economies in the world with 7.6% growth estimated in FY 2015- 16 as compared to 7.2% in FY 2014-15 and 6.6% in FY 2013-14.

The steps taken towards economic growth by the Government in recent times are showing positive results. Multinational companies are looking to set up facilities in India on account of various government initiatives like "Make in India" and "Digital India" etc. These initiatives are expected to increase the purchasing power of an average Indian consumer, which could further boost demand and spur development. The Government is looking at a number of structural reforms and is working on resolving pending tax disputes to attract further investments.

The possible headwinds to such promising prospects, however, emanate from factors like inadequate support from the global economy, saddled with weak macro-economic conditions, particularly in Europe and Japan and the recent economic slowdown in China. On the domestic front, possible spill-overs of sub-par agricultural growth and challenges relating to the massive requirements of skill creation and infrastructural up-gradation could slowdown growth prospects.

The following were some of the sectoral highlights for FY 2015 -16:

- The ''Agriculture, Forestry & Fishing'' sector is likely to show a growth of 1.1% in its GVA during FY 2015-16, as against the previous year''s growth rate of (-) 0.2%, as per the information furnished by the Department of Agriculture and Cooperation (DAC).

GVA-Gross Value Added is a measure in economics of the value of goods & services procured in an area, industry or sector of an economy.

- The estimated growth in the ''Manufacturing'', ''Mining & Quarrying'', ''Electricity, Gas & Water supply'', and ''Construction'' is estimated to be 9.5%, 6.9%, 5.9% and 3.7% respectively during FY 2015-16, as compared to a growth of 5.5%, 10.8%, 8.0% and 4.4% respectively in FY 2014-15.

- The estimated growth in GVA for the Trade, Hotels, Transport & Communication and services related to broadcasting services during FY 2015-16 is placed at 9.5% as against a growth of 9.8% in the previous year.

- According to the latest estimates available on the Index of Industrial Production (IIP), the index of mining, manufacturing and electricity registered growth rates of 2.1%, 3.9% and 4.6% respectively during April-November FY 2015-16, as compared to the growth rates of 2.5%, 1.1% and 10.7% respectively during April-November FY 2014-15.

- Financial, real estate and professional services sector is expected to show a growth rate of 10.3 % during FY 2015-16 as compared to growth rate of 10.6% in FY 2014-15. There was 10.4 % growth in aggregate deposits and 9.8 % growth in bank credit as on November 2015 as compared to 11.5% and 10.5% respectively, as on December 2014.

Industry Overview

Non-banking finance companies (NBFCs) form an integral part of the Indian financial system. They play an important role in nation building and financial inclusion by complementing the banking sector in reaching out credit to the unbanked segments of society, especially to the micro, small and medium enterprises (MSMEs), which form the cradle of entrepreneurship and innovation. NBFCs'' ground-level understanding of their customers'' profile and their credit needs give them an edge, as does their ability to innovate and customise products as per their clients'' needs. This makes them the perfect conduit for delivering credit to the unbanked and SMEs. However, NBFCs operate under certain regulatory constraints, which put them at a disadvantage position vis-a-vis banks. While there has been a regulatory convergence between banks and NBFCs on the asset side, on the liability side, NBFCs still do not enjoy a level playing field. This needs to be addressed to help NBFCs realise their full potential and thereby perform their duties with greater efficiency.

The Asset financing NBFCs in the recently past, akin to banks, have witnessed muted growth with the primary sales of assets somewhat tapered down due to high interest, inflation and back to back below par monsoon. Some of the sectors which have been majorly impacted include Commercial Vehicle (CV), Construction Equipment (CE) and passenger auto sectors. However, the past year saw initial signs of revival of these sectors giving hope for brighter days ahead, especially with softening of interest rates and a projected better monsoon in FY17.

CV financing has been a profitable and growing segment for NBFCs historically. Over FY 2010-FY2015, while the auto sales grew at a CAGR of 10.6%, vehicle loans have grown at a higher CAGR of 15% due to increased penetration levels. Higher yields in the range of 14%-20% helped CV financing companies maintain healthy profitability levels and ROA. However, due to successive monsoons failures, the rural economy has suffered. As a result, CV financiers, have had to face a challenging market environment riddled with declining ROA and increasing NPAs. The sale of new Passenger Cars & MUVs (Multi Utility Vehicles) recorded a growth of 7.2% during 2015-16 against 3.9% growth in FY 2014-15, mainly on account of overall growth in Passenger Cars, Utility Vehicles and Vans. Within the Passenger Vehicles segment, Passenger Cars, Utility Vehicles and Multipurpose Vehicles grew by 7.9%, 6.3% and 3.6% respectively compared to the corresponding previous year.

All India sales of new Commercial Vehicles recorded a growth of 11.5% during FY 2015-16, against a de-growth of 2.8% in FY 2014- 15. The improved performance was due to a better performance of M&HCVs (Medium & Heavy Commercial Vehicles) and LCVs (Light Commercial Vehicles). However, the growth continued to be negative in SCV (Small Commercial Vehicles) segments in FY 2015-16. M&HCVs and LCVs witnessed a growth of 35.0% and 14.2% respectively & SCVs dropped marginally by 1.8%.

The Construction Equipment segment witnessed a growth at 14.9% in FY 2015-16 in sales against drop of 13.5% in FY 2014-15 after two successive years of de-growth.

Sale of tractors witnessed a de-growth of 10.6% in FY 2015-16, against a de-growth of 13.0% in FY 2014-15. Tractor demand for FY 2015-16 was subdued due to successive below par monsoon and consequent crop failures.

The total housing credit in India as of 31 December 2015 crossed Rs.11.9 trillion, registering an annualised growth of ~18% for 9MFY16 over the Rs. 10.5 trillion of 31 March 2015. Growth picked up Q2 onwards, supported by disbursements against construction linked-loans, growth in small-ticket housing loan segment and sustained demand from tier 2 & 3 cities.

Market share of Housing Finance Companies (HFC) is expected to improve slightly. Even when banks turn aggressive, riding on better data availability and a greater focus on home loans, HFCs will grow at a slightly faster pace given their strong origination skills and relatively superior customer service. Even among HFCs, mid-sized and small players'' disbursements will grow at a faster pace of 27-29% in the medium term (as against 17-19% for large HFCs), owing to their stronger focus on affordable housing projects. Some of the key regulations that have been introduced by the government to promote housing in the country are as follows:

Pradhan Mantri Awas Yojana (PMAY) - Housing for All by 2022 The Central Government announced its vision for Affordable Housing for All by 2022 in May 2014. Subsequently, the Government came out with the operational guidelines in July 2015. The objective of the scheme is to construct 3 million houses per year for the urban poor over the next 7 years. The scheme has announced two components for incentivising the supply side in affordable housing and two components for incentivising the demand side to help speed up the process and to make affordable housing on mass scale a reality by 2022. This is certain to ensure growth of the sector in the near future, creating jobs as well.

Lowering of Risk Weights

In October, 2015 the regulator announced reduction in risk weights on individual home loans up to INR 7.5 million. This will lower the capital requirement on home loans, leaving huge room for additional growth. (Source: MHUPA)

OVERVIEW OF COMPANY''S PERFORMANCE

Your Company (''Magma'') has registered a reasonably good performance in FY 2015-16 inspite of the continuing challenges across segments of the asset financing industry. Magma''s core strategy has always been to focus on customer, product and innovation, helping the Company to manage its risk exposures. In line with Magma''s philosophy, the Company shifted focus towards consolidation of the existing business and improvement of operational efficiency in FY 2015-16. Magma believes that the initiatives taken during the year will significantly enhance the ability to manage growth in a sustainable manner.

The Company rolled out major restructuring of business model called Project SMART. The Sales & Collection Field Officers roles got merged to increase better services to customers, lower TAT & higher efficiency. Reduced coverage area for the Field Officers and thereby better customer proximity is also expected to lead to increase in direct business. We believe that the process has stabilised and expect a good traction in the business and improvement in margins and deriving operating leverage.

The Company disbursed Rs. 7,180.30 Lacs on consolidated basis during FY 2015-16 as against Rs. 10,115.24 Lacs in FY 2014-15. Total Assets declined by 6.7% to Rs. 19,747.43 Lacs as on 31 March 2016 from Rs. 21,174.94 Lacs as on 31 March 2015. Total Loan Assets declined by 7% to Rs. 18,183.24 Lacs as on 31 March 2016 from Rs. 19,566.53 Lacs as on 31 March 2015.

The Company has realigned the product mix in line with the expected risk adjusted returns and focused more on mortgages, SME, used assets and tractors while reducing weightage on CV/ CEs as a strategy to counter issues of delinquencies. Magma''s diversified product portfolio enhances its ability to align the disbursement growth strategy to reflect market realities. The change engineered in the product mix has resulted in an increase in the yields of the asset finance business. While overall gross yields on fresh disbursements increased by 22 bps to 16.73% during FY 2015-16, gross yields on loan book increased by 14 bps to 16.28% in FY 2015-16.

A brief overview of Magma''s performance in FY 2015-16:

- The company decided to pursue profitable growth in FY16. As part of the strategy, the company decided to reach closer to customer, increase direct business, originate better quality portfolio, realign the mix of products, and manage opex better. The specific emphasis on better collections management helped the company lower the delinquencies as well.

- As part of the strategy, we reduced the share of few of the products like Car, Tractors, CV and CE and increased share of products such as Suvidha, SME and Mortgage.

- General Insurance: Magma HDI General Insurance Company Limited (''MHDI''), the General Insurance JV between Magma and HDI Gerling, has reported Gross Written Premium (GWP) collections of Rs. 42,737 Lacs in FY 2015-16.

A good share of Magma''s efforts in FY 2015-16 have been concentrated on improving the delinquency scenario, especially in the CV and CE segments. Magma has shown robust collection efficiency in Q4FY16 at 99.1% while the collection efficiency for FY16 is 94.8% and 96.5% in FY15. This was driven by initiatives taken by the Company in FY 2015 and FY 2016. Magma expects to fully exploit the benefits of the initiatives taken in FY 2014-15 and FY 2015-16 in the coming fiscal years also.

Magma has realigned the existing branch network in FY 2015-16 by opening several new branches in remote India and the current network of 234 branches is well placed to drive the business growth when the market revives. It has also focused on exploiting the untapped potential of existing branches and has ensured that more products are available across our network. General insurance and mortgage finance products are available in 80 and 182 branches respectively. Both businesses have been launched in recent years and are key drivers for continued improvement in performance of the two businesses in the near future would be the planned roll out of the products across the remaining Magma branches.

Magma has implemented numerous technological initiatives to increase the efficiency of the Sales and Collections teams. The Filed Officers are equipped with hand held tablets to manage their workflow. The merger of the sales and collection teams till the 90- day collection bucket has enabled the customers to maintain one- point contact, increasing the customer touch points from 1500 to 3600 field officers. These steps coupled with further penetration into untapped markets and better utilisation of existing network will result in an increase in operational efficiency.

FINANCIAL PERFORMANCE

(All figures are on consolidated basis unless specifically mentioned otherwise)

The Company has exhibited commendable performance and reported a Profit after Tax (PAT) of Rs. 21,348 Lacs in FY 2015-16 on consolidated basis compared to Rs. 18,727 Lacs in FY 2014-15 thereby registering an increase of 14%. The strong performance was driven by multiple initiatives taken to drive profitable growth as well as measures to optimise the bottom line, thereby driving profitability.

Income from Operations during the year increased by 5.2% on consolidated basis from Rs. 2,35,478 Lacs last year to Rs. 2,47,777 Lacs this year. The Company''s total Income grew by 5% from Rs. 2,38,598 Lacs to Rs. 2,50,633 Lacs. Judicious pricing decisions coupled with alterations in the product mix designed to provide the optimum risk reward benefit led to increase in yields during FY 2015-16. Average lending rates on income earning loan assets improved by 14 bps to 16.28% during FY 2015-16 versus 16.14% last year.

The Interest and Finance charges of Company has decreased from Rs. 1,23,294 Lacs in FY 2014-15 to Rs. 1,19,160 Lacs in FY 2015- 16 on consolidated basis.

The Company has taken various measures to optimise the opex in FY 2015-16 which resulted in decrease in Personnel Costs, Operating Cost and Brokerage & Commission by 12%, 3% and 5% respectively. Overall, the Opex ratio decreased from 3.66% of AUM in FY15 to 3.36% in FY16.

Better interest cost management and a prudent mix of products financed helped the Company to increase Net Interest Margin (NIM) by 80 bps from 6.2% to 7.0% during FY 2015-16.

On Standalone basis, the total Capital Risk Adequacy Ratio (CRAR) for FY 2015-16 was 18.7%, against the RBI stipulated norm of 15% for non-deposit taking Asset Finance Companies.

OPPORTUNITIES, CHALLENGES AND OUTLOOK

Opportunities

Over the last decade, as part of a deliberate strategy, Magma has steadily diversified into product segments which include tractor, used assets, mortgage finance and SME loans. The new product segments contributed 67% of fresh disbursements in FY 2015-16. Magma will continue to focus on these segments.

The Indian Government is planning to implement multiple initiatives to drive infrastructure development. The rollout of new projects in Infra development will provide an impetus to inter- state trade and commercial activity, while the implementation of important infra corridors, smart cities, road/train network development projects will lead to significant growth in industrial and commercial activities. Magma focuses on the self-employed non-professional customer segment in the semi urban and rural locations and these customer segments are expected to benefit from the infrastructure driven growth impetus provided by the current government.

Technology has penetrated into rural India through the surge in usage of smartphones. As rural India gets connected to the outside world, consumer awareness on formal channels of financing will increase thus providing a platform for rural focused companies to chart new growth regions.

Challenges

The government needs to push industry friendly regulations to provide a fillip to commercial activity. Inability or delay of the government in taking concrete steps to smoothen the policy making processes will result in a more prolonged economic recovery process.

With GDP growth rates showing an upward trend over the last one year, competitive intensity in the financing industry is expected to increase. The entry of payment banks and small banks can also result in increase in competitive intensity in the rural and semi-urban markets. While the market opportunity is huge for multiple players to co-exist, entities which are able to cater to the under-penetrated customer segments and have strong risk management abilities will be on a stronger footing.

Outlook

After a prolonged economic slowdown during FY 2013-14 and FY 2014-15, the Indian economy growth remained subdued in FY 2015-16. While the recovery has not been as swift as seen in FY 2010-11, there are signs of increase in commercial activity in both the urban and rural economies. The formation of new government with majority during the first quarter of FY 2014-15 fostered the hopes of good economic performance. However, successive monsoon failures separated on either side by destruction of Rabi Crop in 2015 led to substantial reduction in the cash flow in the hands of rural populace thus affecting the economy which is so heavily reliant on rural population. This, not only, impacted the demand in vehicles including tractors and other sectors; the inadequate cash flow also impacted the credit/ payment behaviour adversely in entire FY 2015-16.

However, FY2017 has started on a positive note. Inflation continues to be low, RBI has cut rates further and most importantly, monsoon forecast by both Skymet as well as Indian Met Department is good. Infrastructure is also expected to see positive traction especially in Roads and Mining sector. Crude prices remain low and green shoots of economic recovery are visible.

Faster and more effective decision making and implementation of various initiatives already launched by the incumbent government are key drivers for the economic recovery. Reduction in global crude oil prices and consumer inflation numbers has provided the Indian government with a window of opportunity to put in place the building blocks for a sustained growth trajectory.

The government continues to focus on roads and infrastructure projects by removing bottlenecks. Ongoing process of launching small banks and payment banks are key growth drivers for the asset finance industry. While signs of recovery are clearly seen in certain product segments, FY 2016-17 is expected to be a year of consolidation, so that the industry is ready for the next phase of growth. GDP growth is expected to improve on the back of proactive government initiatives and revival of commercial activity.

Magma remains confident of the long term growth prospects & opportunities ahead of it in each of its businesses and chosen customer segments. It is uniquely positioned within the NBFC industry to capitalise on the opportunities provided and shall continue to seek growth in its target market segments of rural and semi-urban India.

Magma feels that its blend of business model, infrastructure, technology, management bandwidth and field force, would lead to a sustainable high growth trajectory in future years to come.

CHANGE IN NATURE OF BUSINESS

During the year, there was no change in the nature of business of the Company or its subsidiaries.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There are no material changes or commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this Report.

SUBSIDIARIES AND JOINT VENTURE COMPANIES

Subsidiary

Magma ITL Finance Limited (MITL), a subsidiary of the Company and Joint Venture with International Tractors Limited, manufacturers of Sonalika brand of tractors, is registered with the RBI as a Non-Deposit Taking NBFC. MITL has made disbursements of Rs. 29,178.71 Lacs against Rs. 38,735.25 Lacs in previous year and earned a PBT of Rs. 684.36 Lacs for the year ended 31 March 2016 against Rs. 2,865.59 Lacs in previous year.

Magma Advisory Services Limited (MASL) is a subsidiary of the Company and which further holds investment in Magma Housing Finance (A Public Company with Unlimited Liability). MASL has earned a PBT of Rs. 3.58 Lacs for the year ended 31 March 2016 against Rs. 8.02 Lacs in previous year.

Your Company purchased 3,55,55,556 Non-Redeemable Non- Cumulative Non Participating Compulsory Convertible Preference Shares issued by MASL on 9 February 2016 from Celica Developers Private Limited. Subsequent thereto the entire share capital (both equity share capital and preference share capital) of MASL is held by the Company. With respect to the above investments, the Statutory Auditors has certified that the Company is in compliance with the Regulations as regard downstream investment and other FEMA prescription.

Magma Housing Finance (MHF) (A Public Company with Unlimited Liability), is a step down subsidiary of the Company. MHF has made disbursements of Rs. 87,427.51 Lacs against Rs. 97,799.80 Lacs in previous year and has earned a PBT of Rs. 3,533.46 Lacs for the year ended 31 March 2016 against Rs. 1,648.94 Lacs in previous year.

Joint Ventures

The Company has a Joint Venture Agreement with HDI Global SE (Formerly HDI-Gerling Industrie Versicherung AG), for General Insurance Business in India in the name of Magma HDI General Insurance Company Limited (MHDI) (the ''JV Company''). MHDI has reported Gross Written Premium (GWP) of Rs. 42,736.70 Lacs in FY 2015-16 against Rs. 55,481.43 Lacs in FY 2014-15 registering a decline of 23%.

Your Company subscribed to 92,50,000 equity shares of MHDI, the JV Company at a price of Rs. 40/- each (including a premium of Rs. 30/- each) aggregating to Rs. 3,700 Lacs on rights issue basis and the said shares have been allotted as fully paid up on 29 July 2015. Subsequent thereto your Company''s total equity shareholding in MHDI stands increased to 31.33% from 26.00%.

Jaguar Advisory Services Private Limited (JASPL), a Joint Venture with HDI Global SE (Formerly HDI-Gerling Industrie Versicherung AG) and the Company, is an Advisory Services Company domiciled in India. Presently, JASPL provides manpower services. JASPL has earned a PBT of Rs. 4.37 Lacs for the year ended 31 March 2016 against Rs. 4.60 Lacs in previous year.

Statement containing salient features of Accounts of the Company''s subsidiaries and joint venture companies

Pursuant to Section 129(3) of the Companies Act, 2013 a statement in Form AOC-1 containing the salient features of the Financial Statement of your Company''s subsidiaries and joint ventures forms part of this Report and hence not repeated here for the sake of brevity.

DIVIDEND

Your Directors recommend the following dividend, subject to your approval at the ensuing Annual General Meeting as under:

1. On Equity Shares @ 40% i.e Rs. 0.80 per Equity Share of the face value of Rs. 2/- each.

2. On Preference Shares:

a) 0.50% i.e. Rs. 0.50 pro-rata per share dividend on 21,09,199 Cumulative Non-Convertible Redeemable Preference Shares of Rs. 20/- each for the period from 1 April 2014 to 16 February 2015 (both days inclusive); the shares were then redeemed on 17 February 2015.

b) 4.09% i.e. Rs. 4.09 pro-rata per share dividend on 65,00,999 Cumulative Non-Convertible Redeemable Preference Shares of Rs. 40/- each for a day i.e. 1 April 2015 and 4.09% i.e. Rs. 4.09 pro-rata per share dividend on 65,00,999 Cumulative Non- Convertible Redeemable Preference Shares of Rs. 20/- each (reduced to Rs. 20/- upon redemption of 4th installment of Rs. 20/- each on 2 April 2015) for the period from 2 April 2015 to 31 March 2016 (both days inclusive); the shares were then redeemed on 4 April 2016 (1, 2 and 3 April 2016 being holidays).

c) 9.6% i.e. Rs. 9.60/- pro-rata per share dividend on 10,00,000 Cumulative Non-Convertible Redeemable Preference Shares of Rs. 100/- each; the shares were then redeemed on 19 June 2015.

d) 12% i.e. Rs. 12/- pro-rata per share dividend on 25,00,000 Cumulative Non-Convertible Redeemable Preference Shares of Rs. 100/- each; the shares were then redeemed on 30 June 2015.

e) 11% i.e. Rs. 11/- pro-rata per share dividend on 36,00,000 Cumulative Redeemable Non-Convertible Preference Shares of Rs. 100/- each; the shares were then redeemed on 11 November 2015.

TRANSFER TO RESERVE

The Company proposes to transfer a sum of Rs. 3,750 Lacs to Statutory Reserve. An amount of Rs. 47,129.24 Lacs is proposed to be retained in the Statement of Profit and Loss as at the end of FY 2015-16.

DEPOSITS

Being a non-deposit taking Company, your Company has not accepted any deposits from the public within the meaning of the provisions of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 and provisions of Companies Act, 2013.

EMPLOYEE STOCK OPTION SCHEME

Your Company had formulated and implemented Magma Employees Stock Option Plan 2007 (MESOP 2007) and Magma Restricted Stock Option Plan 2014 (MRSOP 2014) in accordance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and SEBI (Share Based Employee Benefits) Regulations, 2014 (''SEBI Guidelines/ Regulations'').

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the MESOP 2007 and MRSOP 2014 in accordance with the applicable SEBI Guidelines/Regulations.

The details of the options granted and outstanding as on 31 March 2016 along with other particulars as required by Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 is posted on the website of the Company www.magma.co.in at https://magma.co.in/about-us/investor-relations/secretarial- documents/download-secretarial-documents/ and the Auditors'' Certificate would be placed at the forthcoming Annual General Meeting pursuant to Regulation 13 of the said Regulations.

SHARE CAPITAL

Equity Shares

During the year, the following changes were effected in the Share Capital of the Company:

Issue of Equity Shares on preferential basis:

During the year 4,62,96,297 Equity Shares at a price of Rs. 108/- each aggregating to Rs. 50,000 Lacs including a premium of Rs. 106/- per Equity Share were allotted to Zend Mauritius VC Investments, Ltd, Indium V (Mauritius) Holdings Limited and LeapFrog Financial Inclusion India Holdings Limited on preferential basis under Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended and Companies Act, 2013 read with relevant rules thereunder and other applicable provisions.

The Equity Shares issued and allotted as aforesaid rank pari passu with the existing Equity Shares of the Company in all respect.

Issue of Equity Shares under the Magma Employees Stock Option Plan 2007:

During the year 92,500 Equity Shares of the face value of Rs. 2/- each were allotted to the eligible employees at a price of Rs. 60/- per Equity Share (including a premium of Rs. 58/- per Equity Share) and 14,000 Equity Shares at a price of Rs. 36/- per Equity Share (including a premium of Rs. 34/- per Equity Share) upon the exercise of stock options by the employees.

After the close of the financial year, 15,000 Equity Shares of the face value of Rs. 2/- each were allotted to the eligible employee at a price of Rs. 60/- per Equity Share (including a premium of Rs. 58/- per Equity Share), upon the exercise of stock options by the erstwhile employee of the Company pursuant to the terms of his agreement.

The new Equity Shares issued shall rank pari passu with the existing Equity Shares of the Company in all respects.

Consequent to issue of the additional Equity Shares as above, the issued, subscribed and paid up Equity Share Capital of the Company stands increased to Rs. 4,736.87 Lacs divided into 23,68,43,672 (Twenty Three Crore Sixty Eight Lacs Forty Three Thousand Six Hundred Seventy Two Only) Equity Shares of Rs. 2/- each as on date.

Preference Shares

During the year, as per terms of the issue the following Preference Shares were redeemed:

- 10,00,000 Nos., 9.6% Cumulative Non Convertible Redeemable Preference Shares of Rs. 100/- each aggregating to Rs. 1,250 Lacs was redeemed on 19 June 2015.

- 25,00,000 Nos., 12% Cumulative Non Convertible Redeemable Preference Shares of Rs. 100/- each aggregating to Rs. 2,500 Lacs was redeemed on 30 June 2015.

- 36,00,000 Nos., 11% Cumulative Redeemable Non Convertible Preference Shares of Rs. 100/- each aggregating to Rs. 3,600 Lacs was redeemed on 11 November 2015.

After the close of the financial year, as per the terms of issue of 65,00,999 Nos. Cumulative Non Convertible Redeemable Preference Shares of Rs. 100/- each (carrying dividend rate fixed at 6 months US Dollar Libor plus 3.25%), the fifth and the final installment aggregating US Dollar 3 million was redeemed on 4 April 2016.

Consequent to redemption of Preference Shares as above the paid up capital of the Company consist of only Equity Shares.

DEBT

Secured Debt

During the year, the Company issued 3,798 Nos. Secured Redeemable Non-Convertible Debentures of face value Rs. 10 Lacs each, aggregating to Rs. 37,980 Lacs.

In addition to above, the Company issued 2,500 Nos. Partly Paid up Secured Redeemable Non-Convertible Debentures of Rs. 0.60 Lacs each having the face value of Rs. 10 Lacs each aggregating to Rs. 1,500 Lacs.

Total amount raised through Secured Redeemable Non- Convertible Debt Instruments is Rs. 39,480 Lacs.

Perpetual Debt Instrument

During the year, the Company issued 140 Nos. of Unsecured Redeemable Non-Convertible Perpetual Debt in the nature of Debentures of face value of Rs. 5 Lacs each aggregating to Rs. 700 Lacs.

CREDIT RATING

During FY 2015-16, the Company obtained ratings from ICRA Limited (ICRA AA-) and India Ratings and Research (IND AA-) for its long term Debt Instruments. Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Credit Analysis & Research Limited (''CARE'') retained its ratings on the Company''s Short term debt instruments & long term unsecured instruments. Short-term debt instruments are re-affirmed at CARE A1 , rating for subordinated debt instruments are re-affirmed at CARE AA-, reflecting that these instruments have high degree of safety regarding timely payment of financial obligations and carry very low credit risk. The rating of Perpetual Debt instruments have also been retained at CARE A . The long term secured debt instruments of the Company and the bank facilities have been revised from CARE AA to CARE AA-.

A status of ratings assigned by rating agencies and migration of ratings during the year is also provided in note no. 35 (i) to the financial statements.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS OUTSTANDING DURING THE FINANCIAL YEAR

Particulars of loans, guarantee and investments outstanding during the financial year is furnished in note nos. 14, 19, 30 and 42 to the financial statements.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the requirements in terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as ''Listing Regulations'') your Company prepared Consolidated Financial Statements in accordance with Accounting Standard-21-"Consolidated Financial Statements" and Accounting Standard-27-"Financial Reporting of Interests in Joint Ventures" issued by The Institute of Chartered Accountants of India. The Consolidated Financial Statements forms part of this Report.

RISK MANAGEMENT

The Risk Management Committee (RMC), functions in line with the Non-Banking Financial Companies - Corporate Governance (Reserve Bank) Directions, 2015. The Committee met 4 times during the year, its terms of reference and functioning are set out in the Corporate Governance Report. The Company understands that risk evaluation and risk mitigation is a function of the Board of the Company and the Board of Directors are fully committed to developing a sound system for identification and mitigation of applicable risks viz., systemic and non-systemic. The Company has also implemented/adopted Risk Management Policy.

Magma''s Risk Management team of dedicated professionals uses latest statistical tools and software to help it benchmark against the best competitive practices of the industry and accordingly align its credit policies for every customer category in accordance with the organisation''s own risk appetite and historical portfolio performance.

The Country faced economic slowdown which got aggravated due to successive monsoon failures in FY 2014 and FY 2015. The Rabi crop was extensively damaged in FY 2015 due to untimely rains and hailstorms. Magma''s customer base is largely Rurban and it is this customer segment which got hit the most so much so that not only the primary sales of vehicles / tractors have gone down, the cash flow also got adversely affected.

Challenges in terms of Portfolio quality continued in FY 2015- 16 and this has led to further calibrating the credit process and offerings. For better management of asset quality, the new system of monitoring the lending done during the previous month through a robust hindsighting process, hawk like focus on early delinquency cases and resolution thereof and new portfolio measurement quality parameters have been implemented from last quarter of FY 2015-16 and the initial results are encouraging.

Market risk

Magma''s approach towards mitigation of market risk operate at two levels; namely -

(a) Identification of the macro-economic indicators as relevant to Magma''s lending business and

(b) Establishing and regular monitoring of delinquency parameters at the portfolio level

Lead indicators

Lead macro-economic growth indicators that govern Magma''s credit & risk policies are as follows:

1. Gross Domestic Product

2. Index of Industrial Production

3. Core Sector index

4. WPI Inflation

5. CPI Inflation

The above indicators have direct impact on customer cash flows and operational viability of a number of commercial assets that Magma funds; these are tracked very closely throughout the year to ensure portfolio level corrective steps from time to time.

Regular portfolio reviews by Magma''s Risk Department that eventually reports to Magma''s Risk Management Committee ensures assessment of the evolving and changing market risks. The RMC meets at regular intervals to chalk out road-map in respect of building asset base as well as maintaining portfolio quality in the evolving market.

Operational risk management

Operational risk encompasses anything that is beyond credit or market risk and covers a wide range of the Company''s activities. It involves alignment of all functions and verticals towards identifying the key risks in the underlying process. Each functional vertical does transaction testing to evaluate internal compliance and thereby lay down processes for further improvement. Thus, the approach is "bottom-up" ensuring acceptance of findings and faster adoption of corrective actions, if any, to ensure mitigation of perceived risks.

Over the past few years, Magma has undertaken following steps to minimise operational risk:

- All processes are standardised and documented

- Clearly defined delegation of authority matrix

- Segregated credit and operations verticals to ensure effective maker and checker system

- Implementation of training calendar for all functions

- Easy access for all employees to various processes, rules, regulations and operating guidelines through web-based interactive system

- Internal audit process covering both on-site and off-site audit of branches and departments

In a nutshell, internal metrics form the key of risk management in Magma. The entire credit process is metrics-driven to achieve the risk-return goals and ensure a healthy portfolio in the years to come.

People Risk

As part of our processes we are vigilant to ensure that various possible people risks are anticipated and if at all occur, quickly mitigated. Some people risks that Magma focus on include:

Risks associated with recruitment:

- Not finding candidates with appropriate qualifications & experience at affordable cost and in the location required. m Cultural misfits.

Risks associated with employing people:

- Losing high performers / people in critical roles.

- Compensation not commensurate with profile and role leading to dissatisfaction/attrition or harbouring poor performers.

Risks associated with redeploying or letting people go include:

- Transfers: new roles, to group companies or new locations.

- Terminations or job loss due to organisation restructuring. m Incurring costs after people are gone.

Asset liability risk

Any mismatch in tenures of borrowed and disbursed funds may result in liquidity crisis and thereby impact Company''s ability to service its loans. Thus it is imperative that there exists nil or minimal mismatch between the tenures of borrowed funds and assets funded. At Magma, prudence and appropriate risk is the guiding principle for decision making in the treasury functions. The Company has maintained appropriate asset liability maturity as regards its tenure and interest rates.

Foreign exchange risk

The Company has marginal exposure to foreign exchange risk, since its disbursements are in rupee terms and also its borrowings are in the nature of domestic rupee debt. Wherever limited foreign exchange exposure exists, the Company has entered into appropriate currency hedging to adequately cover up the said risks.

Liquidity risk management

Magma has over a period of 3 decades, worked meticulously in diversifying its borrowing profile and has repeatedly enhanced the set of institutions it borrows from. Such diversified and stable funding sources emanate from several segments of lenders like Banks, Insurance Companies, Mutual Funds, Pension funds, Financial and other institutions including Corporates. In addition to this the Company has established a formidable track record in its access to the securitisation / assignment market. As a matter of prudence and with a view to manage liquidity risk at optimum levels, Magma keeps suitable levels of unutilised bank limits to effectively mitigate possible contingencies arising out therefrom.

The Company has in place an Asset Liability Management Committee (ALCO) comprising of Board Members, which periodically reviews the asset-liability positions, cost of funds and sensitivity of forecasted cash flow over both short and long- term time horizons. It accordingly recommends for corrective measures to bridge the gaps, if any. The ALCO reviews the changes in the economic environment and financial markets and suggests suitable strategies for effective resource management. This results in proper planning on an on-going basis in respect of managing various financial risks viz. asset liability risk, foreign currency risk and liquidity risk.

Further the Board is of the opinion that at present there are no material risks that may threaten the functioning of the Company.

INTERNAL CONTROL SYSTEM Internal Audit

Magma has adequate internal control mechanism with well- defined structure and processes to prevent revenue loss and/or misappropriation of funds and other assets of the Company.

The Internal Audit function is vested with the responsibility of evaluating and reporting:

- the adequacy and effectiveness of design of processes and internal controls in mitigating the business risks.

- the level of discipline in process compliance by various functions and process owners in their respective operations and business decisions.

- the modus operandi, internal / external involvement and collusion as well as corresponding process lapses / non- compliances by investigating the suspected fraudulent cases.

The reviews are conducted periodically by the Internal Audit function covering range of business processes, functions and locations. The Audit Committee periodically reviews internal audit reports and brings to the notice of the Board any significant process deviations.

Internal Financial Control

Your Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively. In this regard, your Board confirms the following:

i. Systems have been laid to ensure that all transactions are executed in accordance with management''s general and specific authorisation. There are well-laid manuals for such general or specific authorisation.

ii. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with Generally Accepted Accounting Principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

iii. Access to assets is permitted only in accordance with management''s general and specific authorisation. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

The existing assets of the Company are verified/checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has in place a vigil mechanism named "Breach of Integrity and Whistle Blower (Vigil Mechanism) Policy" to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

The details of the said Policy is explained in the Corporate Governance Report and also posted on the website of the Company www. magma.co.in at https://magma.co.in/about-us/investor-relations/ secretarial-documents/download-secretarial-documents/.

HUMAN RESOURCE- PEOPLE COUNT AT EVERY STEP

At Magma, our people are the key drivers in making our brand prominent and promising. We aim to enhance their skills in every possible way, so that they can add more value for the Company and at the same time accelerate their career progression.

This has been an eventful year for us as we fine-tuned our HR strategies to ensure sustainable growth. We focused on building a versatile team, capable of efficiently managing multiple business functions, thereby increasing productivity.

Learning and development

- As a progressive organisation, we restructured our business model to ensure ''Profitable Growth''. Recognising the challenges faced by our people in performing their new roles, we invited them to a two-day workshop. We focused on upgrading their skills to make them attuned to the new role. During the workshop, expert trainers spent time with two of the key stakeholders in the new business structure

- regional business heads and regional credit heads to train them on finesse, knowledge and nuances of facilitation skills. The workshop focused on overcoming stage fright, managing training participants, improving non-verbal skills and handling participant queries, using appropriate communication codes.

- Post restructuring, our field officers were made responsible to perform all three functions - sales, credit and collections together. We conducted training exercises for 3600 field officers at their respective branch offices to equip them and make them understand the importance of executing all three roles with similar efficiency. They were trained on sales, credit and collections to develop their functional skills and domain knowledge, making them ready for the transformational journey. The objective was to develop end- to-end accountability among the workforce.

- We have provided our field officers with user-friendly tabs to streamline the process and save time. Therefore, relevant training has also been given to them to utilise this technology in the best possible way.

- We also conducted trainings through our online channel portal to ensure all-round development, anytime, anywhere.

Recruitment and reallocation

- Post restructuring of the business model, we split some of our large branches into smaller branches, leading to opening of new branches to go closer to talukas and tehsils. We reallocated people from the existing branches to new smaller branches.

- We also recruited local people with relevant domain knowledge and awareness about local market trends.

Driven by technology

- We implemented the ''People Soft'' software to recalibrate HR practices by developing the employee service levels. This software is used to support multiple HR functions like recruitment; employee engagement; organisation, leadership and development; learning and development; and appraisals. Consequently, it has resulted in delivering more promising business outcomes.

Incentive schemes

- We have refined our incentive scheme and sharpened the key performance indicators (KPIs) for people to ensure better accountability and understanding. People are now aware of what they really need to achieve in terms of disbursement numbers, portfolio quality and cross selling, among others. There is a monthly incentive scheme based on the monthly performance of employees.

- We launched a competitive programme, Magma Yoddha Championship for our employees. In this challenging event, people had to work smart and achieve their target to get attractive rewards, including cash prizes, foreign trips and many more.

Employee-engagement activities

- Mission India: On 1 December 2015, over 9,000 Magmaites across 220 locations celebrated the launch of ''Mission India''. The programme began with a Puja, hosted by the newly appointed branch managers at each of the locations. An audio-visual message of our Vice Chairman & Managing Director (VC&MD) was shown simultaneously at all branch offices to communicate Magma''s transformational journey. Members from the leadership team and other senior members visited various locations, took part in the celebrations and handed over letters signed by the VC&MD to the branch managers.

- Alaap: We conducted a programme called Alaap at the launch of the Mission India event. As a part of this programme, our senior members initiated informal interaction with everyone present in the event. This day also witnessed the launch of our social impact initiative, Swayam. Besides, Magmaites shared their wish through ''I Wish'' activity, where they wrote their wishes on a card, tied it up with a gas balloon and released it. The event concluded with the handing over of tablets, blue tooth, printers, and upgradation of POC and POS applications.

- We continued our marquee event, Rendezvous across 20 locations with over 4,000 participants.

- We also celebrated important days of the year like Women''s Day and Diwali to emphasise on work-life balance, as well as to strengthen the bond between employees.

- Quarterly, we identify about 50-60 field officers who perform outstandingly, and they are called by our VC&MD. He personally congratulates them for their achievements and this direct acknowledgement motivates them.

- We send regular videos to people and have started communicating in vernacular languages to strengthen the communication process.

Thank you note

- This year, we took a special initiative to thank the family members of our employees for supporting them to contribute to Magma. Appraisal letters were thus sent to parents or wives of our employees to make them feel special.

Employee retention endeavours

Employee retention has always remained one of our most significant focus areas. To strengthen the process, we primarily emphasised on:

- Maintaining work-life balance

- Personally communicating with our employees to understand their problems

- Conducting frequent counselling sessions

In the recent past a large number of people have rejoined Magma.

Outlook

In the coming year, we will focus on three specific areas:

- Upgrading HR service: We want to upgrade our technology to make the HR system more efficient, quick and effective.

- Driving performance and productivity: We will continue to train our employees, and make them aware of the incentives to increase their performance level.

- Restructuring HR: We are also restructuring our HR, aligned to the new business model. With the growth in Insurance and Housing segments, we are strengthening HR initiatives in these two sections.

Number of training Person day of training Team strength as on programmes 31 March 2016 conducted during imparted during FY 2015-16 FY 2015-16

3,967 410 17,143

Sexual Harassment of Women at Workplace

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a ''Policy for Prevention of Sexual Harassment'' to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment, thereby providing a safe and healthy work environment, in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 and the rules thereunder. During the year under review, no case of sexual harassment was reported.

INFORMATION TECHNOLOGY

At Magma, Information Technology plays a vital role in enabling the business to transform and also run the day to day operations with precision. During FY 2015-16, we made significant strides in three important areas: streamlining business processes, enabling execution excellence and building the organisation for the future.

- Streamline Business Processes using IT as a lever

- IT has enabled a major transformation of the business into the Strategic Business Unit (SBU) model also known as Project SMART. This was achieved by providing a single technology platform using Android tablets in the hands of the several thousand Field Officers using which they can perform both their sales and collection activities. Sales activities like journey plans and efficiency dashboards have been implemented too.

- Significant parts of the credit underwriting process (such as CIBIL calls) have been streamlined by integrating with third parties and reducing manual intervention.

- Magma is in the process of implementing industry standard FinnOne Neo having a complete workflow based loan processing system with features such as auto allocation, re-allocation of task, escalation process, deviation management and SLA monitoring.

- Enable Execution Excellence by using data

- The Field Officers can use the Decision Support System (DSS) on their mobile tablets, to perform customer fitment as per credit norms and offering decision via algorithm. A CADD form for capturing all information for Credit team to take decision also has been implemented. Together these developments have simplified the entire sales process.

- Business Intelligence dashboards have been fully rolled out covering all areas of the businesses. Reports that were earlier being prepared manually have been automated providing data from one source, for the business to make data driven decisions.

- Magma has also implemented a sophisticated fuzzy logic system to de-duplicate customer records so that new customers can be identified better. This enables better underwriting as customers applying for multiple proposals can be easily identified.

- Build the Organisation

- We consolidated upon our Peoplesoft rollout to streamline various HR processes such as recruitment, separation, employee self service, succession planning and performance management and expense reimbursement system.

- The Magma Service Desk (MSD) that was implemented for IT, has been rolled out to HR and Admin. We have seen significant usage of this which has improved employee satisfaction. MSD also provides other capabilites like Asset Management System that is being used to track thousands of IT assets like laptop, desktops, Network equipment.

- Various projects to protect the organisation''s data and strengthen the information security have been implemented. These cover single sign-on mechanism for access to multiple business applications, implementation of Mobile Device Management (MDM) for enforcement of compliance to security controls on mobile end points (Tabs, HHDs), tightening end device controls and establishing effective monitoring controls over Antivirus & Antispam infrastructure, Email Data leakage prevention and Security Operations Centre (SOC).

During FY16-17, we will continue the momentum on these and other initiatives with distinct focus on business value and cost optimisation.

CORPORATE IMAGE BUILDING & ENGAGING TARGET AUDIENCE

With a not so aggressive book building plan, the key focus for Magma group in FY16 was largely on Below-The-Line marketing activations across targeted geographies. These activation programs were anchored around core business requirement, with low-cost visibility at dealership level and engaging the target audience through well planned series of activities; largely the multi product events were undertaken across business domains in line of positioning ourselves as ''Multi-Product Loan Solutions Provider''. Through these multi-product events, we have showcased all asset products from Magma stable including Housing under one umbrella; these have helped us to engage with our existing customers as well with an objective of Cross Selling. Multi product and Multi brand dealers were made a part of such events to offer instant credit decisions and asset approval to participating customers. Most of such events were conducted in smaller locations across the states. The key focus in sales activities revolved around automation and tablet adoption, to leverage the revamped sales process changes being undertaken across all loan products.

For Autolease business, in last FY, we have organised multiple test- drive campaigns and events in association with Car Manufacturers & Dealers, at various corporate premises, SEZs targeting the right AutoLease audience. Interesting & engaging event formats for targeted employees with/ without a layering of various consumer promotions including but not limited to exclusive offers from our key car-manufacturing partners like - BMW, Ford, etc. have helped us to get a higher mindshare from targeted audience.

In the Housing business, Magma focussed on Affordable Housing projects by putting up hoardings at approved project locations and those funded by us for Construction loans. We attended all National Housing Bank and builder association anchored events and in some smaller locations, even organised Builder meets to make them familiar with Magma Housing products and build relationships. "Shikhar", an in-branch Cross selling initiative was taken across all the states through-out the year where existing customer of ABF business were invited and availed spot sanctions on Homeloans. The branches were decorated around all key festivals when these events were conducted, and entire ABF teams were also involved, as the existing customers was the key target for this activity.

At Magma HDI, like the other businesses, the focus was more on local events and activities engaging both end consumers & intermediaries. MHDI also have created a new specially designed channel kit that was shared with most of the Agents, which was highly appreciated. In February 2016, a mega event was organised in Delhi to engage all large corporate brokers from north India, with an overseas team of HDI making the presentation. The meeting had an unprecedented attendance of over 125 insurance brokers attending this event. Towards the end of the year, MHDI also launched an agent Loyalty Program called ''The Masters Club'' for intermediaries with a clear objective of higher engagement & higher business pie.

Apart from engaging our target audience through various Below The Line marketing activations for our multiple product lines, at a corporate level, we have also developed an unique corporate brand identity along with all focused products across various marketing channels - BTL, Digital & Internal engagement activities to enhance our brand image & position to achieve planned relevance among targeted stakeholders. Accordingly, we have developed our long-term creative strategy ''Aapke Sapne Hamara Saath'', based on consumer & channel insights focusing on focused products and in-line with our core positioning of ''Investing in a smallest dream'' which helped us to connect with our target audience through a distinctive & clutter free communication. To connect with our Rurban target audience, the said communication was executed in vernacular languages and to maintain uniform & cohesive communication we have already implemented this communication strategy across all internal, consumer & channel touch points.

We have also upgraded our existing signature tune as per the latest industry standards and launched ''Magma Dhun'' - the first of its kind of audio mnemonic in NBFC category. We have already implemented the same at various consumer touchpoints like - call centre, etc as a caller tune for better brand recall. This would also help us to establish our brand in long run.

While intensified & deepened on-ground marketing activations helps us penetrate into our targeted geographies & engage the end consumers & intermediaries, our focused digital strategy has helped us to create higher brand recall & thought leadership in respective categories in online domain engaging investors, consumers & channel partners. We constantly communicate & engage our end consumers & intermediaries through various available online channels across their journey to add value to their life. Our Digital campaigns has truly complimented the BTL initiatives & create ''thought leadership'' in online domain in respective product categories. In FY 2015-16, while significant efforts on organic search has helped us to improve our ranking in google search & have created positive effects on web based target audience, Cutting edge social media campaigns based on core thought process of #Celebrating Dreams during peak business seasons has helped us to maximise brand recall & enhanced emotional brand connect with stakeholders, consumers & channel partners. One of our social media campaign - ''#27YrsOfCelebratingDreams - Disha Ki Kahani'' with 92K views was a 1st of its kind in Magma which went viral in online social media framework & increased our brand awareness.

CUSTOMER RELATIONSHIP MANAGEMENT

Magma has a diverse product portfolio across asset financing, mortgage financing, SME financing, general insurance, and is well positioned to provide a one stop solution to a wide range of financing requirements of its target customers. Magma''s credit screens and processes are aligned to deliver superior customer service to the target customers who are largely first time buyers and small customers in deeper catchments of rural and semi urban India.

In our constant endeavour to provide excellence in customer relationship management & constantly improve our service delivery level, we have also positioned our major social media platforms i.e. Facebook & Twitter, as a ''Listening Platform'' for our end customers. This is in line with latest digital trends which has opened up another channel for our customers to connect with us & improved service delivery level to end consumers. Our presence in prominent social media platforms like - Facebook, Twitter & Linkedin has not only has helped us to serve existing customers, but also has helped us to tap online queries of our potential customers, potential channel partners & potential employees & engage them through multiple initiatives. During the year, we have also launched various customer feedback studies through our call centre, in-branch customer services, short-code services & emailer campaigns. We are working on a number of digital initiatives in the coming year to make ourselves more customer centric which will translate into better customer experience, engagement and loyalty.

At Magma, we continue to invest time and effort in systems and technology in further refining sales processes and systematic measurement of process metrics, aimed at improving efficiency and customer satisfaction. Significant investments in branch network, CRM processes, Digital & Mobile technologies and Sales force automation will hold the key to winning customers in an ever increasing competitive environment.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment

Your directors at its meeting held on 12 May 2016 on the recommendation of the Nomination and Remuneration Committee had appointed Mr. Srenik Singhvi (DIN: 01320619) as the Additional Director in the capacity of Non-Executive Independent Director with effect from 12 May 2016 who holds office upto the date of ensuing Annual General Meeting (AGM) of the Company or the last date on which AGM should have been held, whichever is earlier. Mr. Singhvi is also proposed to be appointed as an Independent Director of the Company with effect from 12 May 2016, subject to the approval of the shareholders of the Company at the ensuing AGM.

Your Company has received notice from a memberpursuant to Section 160(1) of the Companies Act, 2013 signifying the intention to propose the candidature of Mr. Singhvi as the Director of the Company.

Mr. Singhvi is not disqualified from being appointed as a Director as specified in terms of Section 164 of the Companies Act, 2013.

Re-appointment

Your Directors at its meeting held on 9 February 2016 and 12 May 2016 on the recommendation of the Nomination and Remuneration Committee has reappointed Mr. Sanjay Chamria (DIN: 00009894) as the Vice Chairman & Managing Director and Mr. Mayank Poddar (DIN: 00009409) as the Executive Chairman of the Company for a term of 5 years which is effective from 1 April 2016 and 1 July 2016 respectively. The reappointment of Mr. Chamria and Mr. Poddar is subject to the approval of the shareholders.

Your Company has received notice from a member pursuant to Section 160(1) of the Companies Act, 2013 signifying the intention to propose the candidature of Mr. Chamria and Mr. Poddar as the Directors of the Company.

Mr. Poddar and Mr. Chamria are not disqualified from being appointed as a Directors as specified in terms of Section 164 of the Companies Act, 2013.

Resignation

Mr. Neil Graeme Brown (DIN: 01313315) who was the Non Executive Independent Director of the Company resigned from the Board of Directors with effect from 6 May 2016.

The Board of Directors placed on record their deep appreciation for the enormous contribution made by Mr. Brown as an Independent Director of the Company. The Company and the Board benefitted immensely from Mr. Brown''s vast experience, knowledge and insights of the industry and operations of the Company.

Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013, Mr. Sanjay Nayar (DIN: 00002615) retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment.

Mr. Nayar is not disqualified from being appointed as a Director as specified in terms of Section 164 of the Companies Act, 2013.

Brief profile of Mr. Singhvi, Mr. Chamria, Mr. Poddar and Mr. Nayar who are to be appointed/re-appointed, as stipulated in terms of Regulation 36 of Listing Regulations is furnished in the Notice of the ensuing AGM. The Board of Directors of your Company recommends the appointment/re-appointment of the said Directors at the ensuing AGM.

Company Secretary and Compliance Officer

During the year Mr. Kailash Baheti, stepped down from the post of Company Secretary and Compliance Officer of the Company with effect from close of business hours of 1 August 2015 and in his place Ms. Shabnum Zaman has been appointed as the Company Secretary and Compliance Officer of the Company with effect from 2 August 2015. The Nomination and Remuneration Committee of the Board has recommended the said appointment to the Board of Directors.

Independent Directors

The Company has received declarations pursuant to Section 149(7) of the Companies Act, 2013 from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and in terms of regulation 16 of Listing Regulations.

Familiarisation programme

In compliance with the requirement of Regulation 25 of Listing Regulations, the Company has put in place a familiarisation programme for the Independent Directors to familiarise them about the Company and their roles, rights, responsibilities in the Company. The details of the familiarisation programme are explained in the Corporate Governance Report. The same is also available on the website of the Company www.magma.co.in at https://magma.co.in/about-us/investor-relations/secretarial- documents/download-secretarial-documents/.

Performance Evaluation

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee Governance.

The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfillment of Directors'' obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings.

The Chairman of the Board had one-on-one meetings with the Independent Directors and the Chairman of the Nomination and Remuneration Committee had one-on-one meetings with the Executive and Non-Executive Directors. These meetings were intended to obtain Directors'' inputs on effectiveness of Board/ Committee processes.

The Board considered and discussed the inputs received from the Directors. Further, the Independent Directors at their meeting, reviewed the performance of the Board as a whole, Chairman of the Company and of Non-Independent Directors.

Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee adopted the Remuneration Policy, which inter-alia includes policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management Personnel and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of our knowledge and belief, your Directors make the following statements in terms of Section 134 (5) of the Companies Act, 2013:

a. that in the preparation of the annual accounts for the year ended 31 March 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Notes to the annual accounts have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2016 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken 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;

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

e. that proper internal financial controls are in place and that the financial controls are adequate and are operating effectively; and

f. that proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and operating effectively.

MEETINGS

Minimum four pre-scheduled Board meetings are held annually. Additional Board meetings are convened by giving appropriate notice to address the Company''s specific needs. In case of business exigencies or urgency of matters, resolutions are passed by circulation.

During the year five Board Meetings and four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations.

Audit Committee

Pursuant to resignation of Mr. Neil Graeme Brown, the Audit Committee was reconstituted and presently comprises of Mr. Narayan K Seshadri who serves as the Chairman of the Committee and Mr. Nabankur Gupta, Mr. Satya Brata Ganguly and Mr. Sanjay Nayar as other members. The terms of reference of the Audit Committee has been furnished in the Corporate Governance Report. All the recommendations made by the Audit Committee during the year were accepted by the Board.

Nomination and Remuneration Committee

Pursuant to resignation of Mr. Neil Graeme Brown, the Nomination and Remuneration Committee was reconstituted and presently comprises of Mr. Nabankur Gupta who serves as the Chairman of the Committee and Mr. Narayan K Seshadri, Mr. Mayank Poddar, Mr. Satya Brata Ganguly and Ms. Ritva Kaarina Laukkanen as other members. The terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report.

Stakeholders'' Relationship Committee

The composition and terms of reference of the Stakeholders'' Relationship Committee has been furnished in the Corporate Governance Report.

Corporate Social Responsibility (CSR) Committee

The Corporate Social Responsibility Committee comprises of Mr. Mayank Poddar who serves as the Chairman of the Committee and Mr. Sanjay Chamria and Mr. Satya Brata Ganguly as other members.

The Annual Report on CSR activities is annexed herewith and marked as Annexure 1.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions with Related Parties are placed before the Audit Committee and also the Board for approval. All related party transactions that were entered into during the financial year were on an arm''s length basis and were usually in the ordinary course of business, the particulars of such transactions are disclosed in the notes to the financial statements. There has been no materially significant related party transactions between the Company and its directors, their relatives, subsidiaries or associates except for those disclosed in this Report and marked as Annexure 2.

The Policy on Related Party Transactions has been posted on the Company''s website at its weblink i.e.https://magma.co.in/ about-us/investor-relations/secretarial-documents/download- secretarial-documents/.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

STATUTORY AUDITORS

M/s. B S R & Co. LLP, Chartered Accountants having Firm''s Registration No.: 101248 W / W - 100022 and having their office at Maruthi Info-Tech Centre, 11-12/1 Inner Ring Road, Koramangala, Bangalore-560 071 have expressed their willingness to be re- appointed as the Statutory Auditors of the Company for a period of 5 years i.e. from the conclusion of 36th Annual General Meeting (for FY 2015-16) till the conclusion of the 41st Annual General Meeting (for FY 2020-21) of the Company.

As required under the provisions of Section 139(1) of the Companies Act, 2013 (''the Act''), the Company has received a written consent from the Auditors for their re-appointment and a certificate, to the effect that their re-appointment, if made, would be in accordance with the Act and the Rules framed thereunder and that they satisfy the criteria provided in Section 141 of the Act. They have also confirmed that their re-appointment as Statutory Auditors, if made, would be within the prescribed limit under Section 141 of the Act.

Statutory Auditors'' Observations

The notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark or disclaimer.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s. MKB & Associates, Practicing Company Secretaries [Membership No-7596] to conduct the Secretarial Audit for FY 2015-16. The Secretarial Audit Report for the financial year ended 31 March 2016 is annexed herewith and marked as Annexure-3. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CORPORATE GOVERNANCE

Your Company complies with the provisions laid down in Corporate Governance laws. It believes in and practices good corporate governance. The Company maintains transparency and also enhances corporate accountability. In terms of regulation 34 of Listing Regulations read with Schedule V, the following forms part of this Report:

(i) Declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel;

(ii) Report on the Corporate Governance; and

(iii) Auditors'' Certificate regarding compliance of conditions of Corporate Governance.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Your Company does not have any activity requiring conservation of energy or technology absorption and the foreign exchange earnings and the foreign exchange outgo of the Company is furnished in note no. 33 to the financial statement.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 forms part of this Report and is annexed herewith and marked as Annexure-4.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 (''the Act'') read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in this Report and marked as Annexure-5.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this Report and marked as Annexure-5.

The full Annual Report including the aforesaid information is being sent to all shareholders of the Company through the prescribed mode and is available on the Company''s website.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956 as amended from time to time and/or relevant corresponding provision of the Companies Act, 2013 once notified, relevant amount which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund (IEPF). During the year under review your Company has transferred Rs. 1,73,935/- (Rupees One Lacs Seventy Three Thousand Nine Hundred Thirty Five Only) to IEPF.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 1 August 2015 (date of last Annual General Meeting) on the Company''s website (www.magma.co.in), as also on the Ministry of Corporate Affairs'' website.

APPRECIATION

Your Directors would like to record their appreciation of the hard work and commitment of the Company''s employees and warmly acknowledge the unstinting support extended by its bankers, alliance partners and other stakeholders in contributing to the results.

CAUTIONARY STATEMENT

Statements in the Board''s Report and Management Discussion and Analysis, describing the Company''s objectives, outlook, opportunities and expectations may constitute "Forward Looking Statements" within the meaning of applicable laws and regulations. Actual results may differ from those expressed or implied expectations or projections, among others. Several factors make a significant difference to the Company''s operations including the government regulations, taxation and economic scenario affecting demand and supply, natural calamity and other such factors over which the Company does not have any direct control.



For and on behalf of the Board

Mayank Poddar Sanjay Chamria

Chairman Vice Chairman and Managing Director

DIN: 00009409 DIN: 00009894

Kolkata 12 May 2016


Mar 31, 2014

DEAR SHAREHOLDERS,

The Directors have pleasure in presenting the 34th Annual Report along with the Audited Accounts of the Company for the year ended 31 March 2014. A summary of the Financial Results is given herein:

(Rs. in Lacs)

Consolidated Standalone

2013-14 2012-13 2013-14 2012-13

Total income 2,11,742.90 1,70,147.17 1,87,567.19 1,60,615.16

Profit before interest and depreciation 1,40,792.86 1,17,628.39 1,26,669.82 1,10,326.27

Less: Interest and finance charges 1,17,707.18 92,624.60 1,05,516.19 88,740.44

Less: Depreciation 3,317.50 3,755.83 3,314.00 3,670.12

Profit before tax 19,768.18 21,247.96 17,839.63 17,915.71

Tax Expense 3,805.00 6,753.76 4,282.31 5,635.74

Profit after tax (Before Minority Interest) 15,963.18 14,494.20 13,557.32 12,279.97

Minority Interest 780.31 669.91 - -

Profit after tax (After Minority Interest) 15,182.87 13,824.29 13,557.32 12,279.97

Add: Surplus brought forward 25,729.60 19,507.41 23,483.66 18,037.29

Add: Impact of amalgamation of International Autotrac Finance Limited (51.85) - - - with Magma ITL Finance Limited

Balance available for appropriation 40,860.62 33,331.70 37,040.98 30,317.26

- Statutory reserves 3,441.09 3,228.44 2,751.85 2,460.00

- General reserve 1,365.50 1,230.00 1,365.50 1,230.00

Provision for dividend

- On preference shares 1,084.21 1,167.47 1,083.85 1,167.42

- On equity shares 1,520.96 1,519.66 1,520.96 1,519.66

- Dividend tax 442.74 456.53 442.68 456.52

Balance carried forward 33,006.12 25,729.60 29,876.14 23,483.66

Business

Indian economy during 2013-14

India is estimated to have grown at 4.9% during the year under review, i.e. Financial Year 2013-14, as compared to 4.5% during the previous year. Although commercial activity has stagnated in FY 2013-14, there has been a turnaround in investor sentiments in the latter half of the year. However the industry chose to adopt a cautious approach in the context of a tight monetary policy followed by the Reserve Bank of India (RBI) due to inflationary pressures and other prevailing economical and political uncertainties.

Company''s Performance vis-à-vis Industry

Industry growth in sale of new vehicles was muted during the year under review with the exception of Tractor sales which saw robust growth on the back of strong monsoon witnessed in most parts of India. New cars sales dropped sharply by 6.1% during 2013-14 compared to a nominal growth of 1.3% during 2012-13. In a similar vein, construction equipment sales reported a de-growth of 18.7% in 2013-14 as against a decline of 8.2% in 2012-13. Commercial vehicles sales reported de-growth of 20.2% during 2013-14 against a decline of 2.0% in 2012-13. Only tractor sales demonstrated a growth of 20.13% in 2013-14 against a de-growth of 1.4% in 2012-13.

The Company made disbursements of Rs. 9,081 Crores on consolidated basis during FY 2013-14 as against Rs. 8,678 Crores in FY 2012-13, reporting a Yo Y growth of 4.6%. The total income increased to Rs. 2,117 Crores on consolidated basis, recording a YoY growth of 24.4%.

The Company successfully integrated the mortgage business of GE Money Housing Finance into its fold and has renamed the entity Magma Housing Finance (A Public Company with unlimited liability). The Company recommenced disbursing new mortgage finance since May 2013 and made disbursements of Rs. 767 Crores during its first year of operations. The Company currently offers Home Loans, Home Equity & Construction Finance under the umbrella of mortgage finance.

Insurance Joint Venture

The Company has a Joint Venture Agreement with HDI-Gerling Industrie Versicherung AG, for General Insurance Business in India in the name of Magma HDI General Insurance Company Limited (the "JV Company"). The JV Company had commenced commercial operations of General Insurance business in India from 01 October 2012. Financial year 2013-14 was the first full year of operation.

Magma HDI General Insurance Company Limited (''MHDI''), the general insurance JV between Magma and HDI Gerling, has registered a strong performance in its first full year of operations. MHDI reported Gross Written Premium (GWP) collections of Rs. 430 Crores in FY 2013-14, its first full year of operations.

Subsidiary

Magma ITL Finance Limited (MITL), a subsidiary of the Company and the Company''s Joint Venture with International Tractors Limited, manufacturers of Sonalika Brand of Tractors is registered with the RBI as a Non-Deposit Taking NBFC. The subsidiary company made disbursement of Rs. 453.76 Crores against Rs. 408.14 Crores in previous year and has earned a PBT of Rs. 27.08 Crores for the year ended 31 March 2014.

International Autotrac Finance Limited (''IAFL''), step down subsidiary of the Company acquired by MITL during previous year stands amalgamated with MITL, the subsidiary of the Company w.e.f. 23 November 2013 consequent upon fling of certified true copies of the order of Hon''ble High Court at Calcutta and Hon''ble High Court for the States of Punjab and Haryana at Chandigarh on 9 November 2013 and 23 November 2013 respectively. The appointed date of the amalgamation was 01 August 2012.

Magma Advisory Services Limited is a subsidiary of the Company and which also holds Investment in Magma Housing Finance, has earned a PBT of Rs. 0.035 Crores for the year ended 31 March 2014.

Magma Housing Finance (A Public Company with Unlimited Liability) step down subsidiary of the Company has earned a PBT of Rs. 4.46 Crores for the year ended 31 March 2014.

As per Section 212 of the Companies Act, 1956, we are required to attach the Directors'' Report, Balance Sheet and Statement of Profit and Loss of the Subsidiary Companies. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated 8 February 2011 has provided an exemption to Companies from complying with Section 212, provided such Companies publish Consolidated Financial Statements in the Annual Report. Accordingly, the Annual Report for Financial Year 2013-14 does not contain the Financial Statements of the Subsidiaries. The Audited Annual Accounts and related information of our subsidiaries, where applicable, will be made available upon request. These documents will also be available for inspection during business hours at our Registered Office at Kolkata. The same will also be available on our website, www.magma.co.in.

In accordance with the provisions of Section 212 of the Companies Act, 1956, the information regarding the Subsidiary Companies are enclosed as an Annexure to this Report.

Dividend

Your Directors recommend the following dividend, subject to your approval at the ensuing Annual General Meeting as under:

1. On Equity Shares @ 40% i.e. Rs. 0.80 per Equity Share of the face value of Rs. 2/- each;

2. On Preference Shares:

a) 9.7% i.e. Rs. 9.70 pro-rata per share dividend on 21,09,199 Cumulative Non-Convertible Redeemable Preference Shares of Rs. 40/- each for the period from 01.04.2013 to 17.02.2014 and 9.7% i.e. Rs. 9.70 pro-rata per share dividend on 21,09,199 Cumulative Non-Convertible Redeemable Preference Shares of Rs. 20/- each (reduced to Rs. 20/- upon redemption of 4th instalment of Rs. 20/- each per share on 17 February 2014) for the period from 18.02.2014 to 31.03.2014;

b) 5% i.e. Rs. 5/- per share dividend on 30,00,000 Cumulative Non-Convertible Redeemable Preference Shares of Rs. 100/- each for the period from 01.04.2013 to 03.08.2013 (The shares were redeemed on 03.08.2013);

c) 3.60% i.e. Rs. 3.60 pro-rata per share dividend on 65,00,999 Cumulative Non-Convertible Redeemable Preference Shares of Rs. 80/- each for a day i.e., 01.04.2013 and 3.60% i.e. Rs. 3.60 pro-rata per share dividend on 65,00,999 Cumulative Non-Convertible Redeemable Preference Shares of Rs. 60/- each (reduced to Rs. 60/- upon redemption of 2nd instalment of Rs. 20/- each on 1 April 2013) for the period from 02.04.2013 to 31.03.2014.

d) 12% i.e. Rs. 12/- per share dividend on 25,00,000 Cumulative Non-Convertible Redeemable Preference Shares of Rs. 100/- each;

e) 9.6% i.e. Rs. 9.60 per share dividend on 10,00,000 Cumulative Non-Convertible Redeemable Preference Shares of Rs. 100/- each;

f) 1% i.e. Rs. 1/- pro-rata per share dividend on 21,09,199 Cumulative Non-Convertible Redeemable Preference Shares of Rs. 60/- each for the period from 01.04.2012 to 17.02.2013 and 1% i.e. Rs. 1/- pro-rata per share dividend on 21,09,199 Cumulative Non-Convertible Redeemable Preference Shares of Rs. 40/- each (reduced to Rs. 40/- upon redemption of 3rd instalment of Rs. 20/- each per share on 17 February 2013) for the period from 18.02.2013 to 31.03.2013.

g) 11% i.e. Rs. 11/- per share dividend on 36,00,000 Cumulative Redeemable Non-Convertible Preference Shares of Rs. 100/- each.

Employee Stock Option Scheme

Your Company had formulated and implemented an ESOP scheme (''Magma Employees Stock Option Plan 2007'') in accordance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

Pursuant to the Plan, a further 4,00,000 number of Stock Options were granted to the eligible employees under Magma Employees Stock Option Plan 2007 as per the details mentioned below:-

Grant Date Tranche No. of options granted

08.04.2013 Tranche-6 50,000

07.05.2013 Tranche-7 50,000

30.10.2013 Tranche-8 1,75,000

30.01.2014 Tranche-9 1,25,000

TOTAL 4,00,000

The details of options granted and outstanding as on 31 March 2014 along with other particulars as required by Clause 12 of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and the Auditors'' Certificate required to be placed at the forthcoming Annual General Meeting pursuant to Clause 14 of the said guidelines are set out in the Annexure to the Report.

Share Capital

Equity Shares

During the year, the following changes were effected in the Share Capital of the Company:

Issue of Equity Shares under the Magma Employees Stock Option Plan 2007:

During the year 1,63,200 Equity Shares of the face value of Rs. 2/- each were allotted to the eligible employees at a price of Rs. 36/- per Equity Share (including a premium of Rs. 34/- per Equity Share), upon the exercise of stock options by the employees.

Consequent to issue of the additional Equity Shares as above, the issued, subscribed and paid up Equity Share Capital of the Company stands increased to Rs. 3,802 Lacs divided into 19,01,19,975 Equity Shares of Rs. 2/- each.

The new Equity Shares issued during the year rank pari passu with the existing Equity Shares.

Preference Shares

Redemption of Preference Shares

(i) As per the terms of issue of 9.7% Cumulative Non- Convertible Redeemable Preference Shares of face value of Rs. 100/- each, the fourth instalment of 20% (Rs. 20/- each) on 21,09,199 Preference shares aggregating to Rs. 4,21,83,980/- was redeemed on 18 February 2014. The paid up value per share consequent to the fourth redemption stands reduced to Rs. 20/-.

(ii) As per the terms of issue of 65,00,999 Nos. Cumulative Non-Convertible Redeemable Preference Shares of Rs. 100/- each (carrying dividend rate fixed at 6 months US Dollar Libor plus 3.25%), the third instalment aggregating US$ 3 Million was redeemed after the close of the Financial Year on 2 April 2014 out of the proceeds which was raised by the Company through issue of Equity Shares to Zend Mauritius VC Investments, Limited.

(iii) 30,00,000 numbers 5.00% Cumulative Non-Convertible Redeemable Preference Shares of face value of Rs. 100/- each, allotted at par on 4 August 2006 and redeemable at the end of 7 years along with the redemption premium were redeemed on due date. As per the terms and conditions of the issue a sum of Rs. 4,590/- Lacs was paid towards redemption amount comprising of Principal amount of Rs. 3,000/- Lacs and premium of Rs. 1,590/- Lacs.

Consequently, the issued, subscribed and paid up Preference Share Capital of your Company stands revised to Rs. 10,122.24 Lacs as on date.

Debt

Secured Debt

During the year, the Company issued 4,511 Nos. Secured Redeemable Non-Convertible Debt Instruments of Rs. 10,00,000/- each, aggregating to Rs. 45,110 Lacs. Such instruments are in the nature of Debentures.

Subordinated Debt

During the year, the Company issued 770 Nos. Unsecured Redeemable Non-Convertible Subordinated Debt Instruments in the nature of Debentures of the face value of Rs. 10,00,000/- each, aggregating to Rs. 7,700 Lacs.

Perpetual Debt Instrument

During the year, the Company issued 1,010 Nos. Unsecured Redeemable Non-Convertible Perpetual Debt Instruments in the nature of Debentures of the face value of Rs. 5,00,000/- each, aggregating to Rs. 5,050 Lacs.

Credit Rating

During the Financial Year 2013-14, Credit Analysis & Research Limited ("CARE") reaffirmed its ratings on the Company''s various debt instruments. Short-term debt instruments were rated at CARE A1 , which reflects CARE''s expectations that the Company''s short-term instruments have very strong degree of safety regarding timely payment of financial obligations and that these instruments carry lowest credit risk. Further, the long term debt instruments of the Company were reaffirmed at AA , reflecting expectations that these instruments have very high degree of safety regarding timely payment of financial obligations and carry very low credit risk. Rating for subordinated debt instruments were reaffirmed at AA, again reflecting that these instruments have very high degree of safety regarding timely payment of financial obligations and carry very low credit risk. CARE reaffirmed rating of Perpetual Debt instruments at AA- .

Consolidated Financial Statements

In accordance with the requirements under Clause 32 of the Listing Agreement, your Company prepared Consolidated Financial Statements in accordance with Accounting Standard-21-"Consolidated Financial Statements" and Accounting Standard-27- "Financial Reporting of Interests in Joint Ventures" issued by The Institute of Chartered Accountants of India. The Consolidated Financial Statements form a part of the Annual Report.

Corporate Governance

Your Company has consistently been complying with the Corporate Governance Code prescribed by SEBI and a detailed report on Corporate Governance together with a certificate of compliance from the Statutory Auditors, as required by Clause 49 of the Listing Agreement, forms a part of this Annual Report.

Directors'' Responsibility Statement

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors conform:- - That in the preparation of the annual accounts, the applicable accounting standards have been followed by your Company along with proper explanation relating to material departures, if any.

- That having selected such accounting policies, 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 31 March 2014 and of the Profit of the Company for the period under review.

- That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, if any.

- That the annual accounts have been prepared on a going concern basis.

RBI Regulations – Compliance

Your Company continues to carry on its business of Non-Banking Finance Company as a Non-Deposit taking Company and follows prudent financial management norms as applicable. The gross NPA and net NPA as at 31 March 2014 and 31 March 2013 is given below:

(Rs. in Crores)

Consolidated Standalone As at As at As at As at NPA classification 31 March 31 March 31 March 31 March 2014 2013 2014 2013

Policy followed by the Company

Gross NPAs 642.12 264.63 559.15 212.05

Net NPAs 514.41 209.59 450.77 168.63

Current RBI Norms for NBFCs

Gross NPAs 477.39 107.68 412.74 76.37

Net NPAs 349.68 52.64 304.36 32.94

Your Company appends a statement containing particulars as required in terms of Paragraph 13 of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 in Schedule annexed to the Balance Sheet and additional disclosures required for NBFCs-ND-SI in terms of notification dated 01 August 2008 issued by the RBI in Note 37.

Directors

In accordance with the provisions of the Companies Act, 2013, Mr. Sanjay Chamria retire at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

The brief resume of Mr. Chamria who is to be reappointed, as stipulated under Clause 49 of the Listing Agreement is furnished in the Notice of the ensuing Annual General Meeting (AGM). The Board of Directors of your Company recommends the reappointment of Mr. Chamria at the ensuing AGM.

Mr. Chamria is not disqualified from being appointed as a Director as specified in terms of Section 164 of the Companies Act, 2013.

The Company has received declarations from all the Independent Directors of the Company viz., Mr. Satya Brata Ganguly, Mr. Nabankur Gupta, Mr. Kailash Nath Bhandari, Mr. Narayan K Seshadri and Mr. Neil Graeme Brown confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The Nomination and Remuneration Committee of the Board (NRC) at its meeting perused their declarations and other requirements under the Companies Act 2013 and the rules made there under, as applicable, and found all of them to the meeting with the criteria for Independent Director. The Board of Directors as their meeting held on 7 May 2014 has, as recommended by NRC, taken the same on record.

Auditors

Section 139 of the Companies Act, 2013 (the Act) read with the Rules made there under which has become effective from 01 April 2014, provides for appointment of Statutory Auditors for a period of 2 terms of 5 consecutive years subject to ratification by the shareholders at every Annual General Meeting (AGM). The Act also provides that while considering the reappointment, the tenure of holding of the office as Auditors prior to the commencement of the Act shall also be taken into account. The Company proposes to utilise the transition period allowed under Section 139 of the Act.

M/s. B S R & Co. LLP, Chartered Accountants, Bangalore, bearing Registration No. 101248W, retire at the conclusion of the forthcoming Annual General Meeting.

M/s. B S R & Co. LLP, Chartered Accountants, have expressed their willingness to be reappointed. They have conformed that their reappointment for a period of 2 years from the conclusion of the 34th AGM (for FY 2013-14) till the conclusion of the 36th AGM (for FY 2015-16), if made, would be covered within the ceiling specified under Section 141 of the Act (corresponding to Section 224(1B) of the Companies Act, 1956) and shall be subject to ratification by the shareholders at every AGM thereafter.

Auditors'' Observations

Observations of the Auditors when read together with the relevant notes to the accounts and accounting policies are self-explanatory.

Investor education and Protection Fund

During the year under review, your Company transferred a sum of Rs. 7.81 Lacs to the Investor Education and Protection Fund (IEPF), the amount which was due and payable and remained unclaimed and unpaid for a period of seven years, as provided in Section 205A(5) of the Companies Act, 1956.

Statutory Information

1) Your Company does not have any activity relating to conservation of energy or technology absorption.

2) The foreign exchange earnings and the foreign exchange outgo of the Company is furnished in Note No. 35.

3) Particulars of employees as required under Section 217(2A) Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 as amended, forms part of this report. However, pursuance of Section 219(1) (b) (iv) of the Companies Act, 1956, report is being sent to all the shareholders of the Company excluding the aforesaid information and the said particulars are made available at the Registered Office of the Company. The members interested in obtaining information under Section 217 (2A) may write to the Company Secretary at the Registered Office of the Company.

4) The comments in the Auditors'' Report read with Notes are self- explanatory.

Appreciation

Your Directors would like to record their appreciation of the hard work and commitment of the Company''s employees and warmly acknowledge the unstinting support extended by its bankers, alliance partners and other stakeholders in contributing to the results.

For and on behalf of the Board

Mayank Poddar

Chairman Kolkata

7 May 2014


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the 33rd Annual Report along with the Audited Accounts of the Company for the year ended 31st March, 2013. A summary of the Financial Results is given herein:

Financial Results (Rs. in Lacs)

Consolidated Standalone

2012-13 2011-12 2012-13 2011-12

Total income 1,70,147.17 1,08,000.42 1,60,615.16 1,02,463.70

Profit before interest and depreciation 1,17,628.39 75,871.90 1,10,326.27 71,016.91

Less: Interest and finance charges 92,624.60 62,542.85 88,740.44 59,851.64

Less: Depreciation 3,755.83 2,957.74 3,670.12 2,957.74

Profit before tax 21,247.96 10,371.31 17,915.71 8,207.53

Tax Expense 6,753.76 2,592.19 5,635.74 1,883.30

Profit after tax (Before Minority Interest) 14,494.20 7,779.12 12,279.97 6,324.23

Minority Interest 669.91 378.29 - -

Profit after tax (After Minority Interest) 13,824.29 7,400.83 12,279.97 6,324.23

Add: Surplus brought forward 19,507.41 16,857.21 18,037.29 16,172.70

Balance available for appropriation 33,331.70 24,258.04 30,317.26 22,496.93

- Statutory reserves 3,228.44 1,561.00 2,460.00 1,270.00

- General reserve 1,230.00 640.00 1,230.00 640.00

Provision for dividend

- On preference shares 1,167.47 1,055.36 1,167.42 1,055.36

- On equity shares 1,519.66 1,138.39 1,519.66 1,138.39

- Dividend tax 456.53 355.88 456.52 355.89

Balance carried forward 25,729.60 19,507.41 23,483.66 18,037.29

Business

Indian Economy during 2012-13

The Indian economy is estimated to have grown at 5% during the year under review, i.e. Financial Year 2012-13, as compared to 6.2% during the previous year. The WPI based inflation remained high during major part of the year. The inflation did ease sharply in the last quarter to end the year at 5.96%, but it was mainly due to high base effect. RBI have started easing its monetary policy during the year and also reduced key policy rates - viz. the Cash Reserve Ratio and the Repo & Reverse Repo rates to improve liquidity and interest rates scenario in the economy. High government borrowings, Current account deficit and Fiscal deficit were highlights of the economy during the year.

During the year, the Company through its wholly owned subsidiary, Magma Advisory Services Limited completed acquisition of 100% Equity Share Capital of GE Money Housing Finance (A Public Company with Unlimited Liability) [GEMHF] (an affiliate of GE Capital India) engaged in Housing Finance in India on 11th February, 2013. Following the acquisition, GEMHF has been renamed as Magma Housing Finance (A Public Company with Unlimited Liability).The Company has also acquired the entire home equity loan portfolio of GE Money Financial Services Private Limited. This acquisition marks entry of the Magma Group into the Housing Finance Business.

The Company also acquired Auto-Lease portfolio of Religare Finvest Limited. This acquisition is in synergy with recent launching of Auto Lease product. The transaction has also provided a direct entry opportunity into the Auto Lease Business with lease agreements being with Corporates in mostly Tier I & few Tier II cities.

The Company had entered into a Joint Venture with HDI Gerling, part of the Talanx Group and the 3rd Largest Insurance Company in Germany. Post receipt of approval from the regulator, Insurance Regulatory and Development Authority of India (IRDA), the Company has successfully operationalized its General Insurance Venture - Magma HDI General Insurance Company Limited, the First Eastern India based General Insurance Company in October 2012.

The Company has also forayed into Gold Loan Business in June 2012.

Company''s Performance vis-a-vis Industry

Industry growth in sale of new vehicles was subdued during the year under review. Growth in sale of new cars declined sharply to 2.2% during 2012-13 as against 4.7% during 2011-12. Similarly, sale of new construction equipment reported a de- growth of 8% in 2012-13 as against a growth of 10% in 2011-12. Commercial vehicles and tractors also reported de-growth of 2% and 1% respectively during 2012-13 against growth of 18.2% and 11% respectively in 2011-12.

Despite subdued industry growth in primary sale of the entire asset class financed by us, the Company recorded total disbursements of Rs. 8,78,794 Lacs on consolidated basis and Rs. 8,37,980 Lacs on a standalone basis during FY 2012-13 as against Rs. 7,40,434 Lacs and Rs. 7,14,030 Lacs respectively in FY 2011-12, recording a corresponding growth of 18.7% and 17.4%. The total income increased to Rs. 1,70,147 Lacs on a consolidated basis and Rs. 1,60,615 Lacs on standalone basis, recording a YoY growth of 57.5% and 56.8% respectively.

Capital infusion and change in business strategy

The Company mobilized a sum of Rs. 3600 Lacs through issue of 11% Cumulative Redeemable Non Convertible Preference Shares on private placement basis.

Regulatory Changes and Change in Accounting Policy

In view of the imminent regulatory changes in capital adequacy, income recognition, asset classification and provisioning norms being proposed in the RBI draft guidelines released on 12th December, 2012, proposed to become effective on 1st April, 2013, the Company has proactively refined its method of recognizing delinquencies and loan losses giving effect to such refinements from 1st April, 2012.

Further, the Company believes that in the light of the current business and economic conditions and the change in its business model it would be prudent and appropriate in reflecting the prevalent credit risk by commencing recognition of delinquencies earlier and creating provisions against them as prescribed in the draft RBI guidelines set out below.

Such early adoption of the draft guidelines enables the Company to be better prepared for full compliance well before the prescribed timelines.

Asset Classification Ageing Secured Unsecured

Standard Assets Less than 120 days 0.30% 0.30%

Sub-standard Assets > 120 days to 16 months 15% 25%

Doubtful Assets > 16 months to 28 months 25% 100%

Doubtful Assets > 28 months to 52 months 40% 100%

Doubtful Assets > 52 months 100% 100%

Loss Assets 100% 100%

Following the change, the Company recognises delinquencies and commences provisioning at 120 days, rather than recognising delinquencies at 180 days and writing off 100% of loan outstanding as done previously. These provisioning norms are considered the minimum and higher provision is made based on perceived credit risk where necessary.

The aforesaid revision in provisioning norms has resulted in reduction of interest income by Rs. 911.98 Lacs (Standalone) and Rs. 1,073.01 Lacs (Consolidated), and a net lower provision/ write-off of Rs. 1,938.41 Lacs (Standalone) and Rs. 1,359.61 Lacs (Consolidated) for the year ended 31st March, 2013. Recoveries made from loans written off are included in ''Other Income''.

Further, the Company has increased the standard provisioning by 0.05% to a total of 0.30% of the Standard Assets, from the existing 0.25% to progressively comply with the draft guidelines. This increase has resulted in an additional charge of Rs. 480.00 Lacs (Standalone) and Rs. 503.00 Lacs (Consolidated) for the year ended 31st March, 2013 respectively.

Insurance Joint Venture

The Company had entered into a Joint Venture Agreement in July 2009, with HDI Gerling International Holding AG now replaced by HDI-Gerling Industrie Versicherung AG, for entering into General Insurance Business in India in the name of Magma HDI General Insurance Company Limited (the "JV Company"). The JV Company received the R3 approval on 22nd May, 2012 from the IRDA and has subsequently commenced commercial operations of General Insurance business in India from 1st October, 2012.

Subsidiary

Magma ITL Finance Limited, a subsidiary of the Company and the Company''s Joint Venture with International Tractors Limited, manufacturers of Sonalika Brand of Tractors is registered with the RBI as a Non-Deposit Taking NBFC.

Your Company has also acquired International Autotrac Finance Limited (IAFL), a Non-Deposit Taking NBFC registered with RBI, through its Subsidiary Company, Magma ITL Finance Limited by way of acquisition of the entire shareholding of 10,71,40,000 Equity Shares of IAFL of the face value of Rs. 10/- each. IAFL has thus become a Subsidiary of the Company w.e.f. 11th June, 2012.

During the year, the Company formed a wholly owned subsidiary in the name of Magma Housing Finance Limited w.e.f. 21st May, 2012. The name of the Company was subsequently changed to Magma Advisory Services Limited w.e.f. 10th December, 2012.

Further the Company has, through its wholly owned subsidiary, Magma Advisory Services Limited completed acquisition of 100% Equity Share Capital of GE Money Housing Finance (A Public Company with Unlimited Liability) [GEMHF] (an affiliate of GE Capital India engaged in Housing Finance in India and having home loan portfolio of approximate Rs. 540 Crores as on 31st January, 2013) on 11th February, 2013. Following the acquisition, GEMHF has been renamed as Magma Housing Finance (A Public Company with Unlimited Liability) [MHF] w.e.f. 22nd March, 2013.

As per Section 212 of the Companies Act, 1956, we are required to attach the Directors'' Report, Balance Sheet and Statement of Profit and Loss of the Subsidiary Companies. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated 8th February, 2011 has provided an exemption to Companies from complying with Section 212, provided such Companies publish Consolidated Financial Statements in the Annual Report. Accordingly, the Annual Report for Financial Year 2012-13 does not contain the Financial Statements of the Subsidiaries. The Audited Annual Accounts and related information of our subsidiaries, where applicable, will be made available upon request. These documents will also be available for inspection during business hours at our Registered Office at Kolkata. The same will also be available on our website, www. magma.co.in.

In accordance with the provisions of Section 212 of the Companies Act, 1956, the information regarding the Subsidiary Companies are enclosed as an Annexure to this Report.

Dividend

Your Directors recommend the following dividend, subject to your approval at the ensuing Annual General Meeting as under:

1. On Equity Shares @ 40% i.e Re. 0.80 per Equity Share of the face value of Rs. 2/- each;

2. On Preference Shares:

a) 9.7% i.e. Rs. 9.70 pro-rata per share dividend on 21,09,199 Cumulative Non-Convertible Redeemable Preference Shares of Rs. 60/- each for the period from 01.04.2012 to 17.02.2013 and 9.7% i.e. Rs. 9.70 pro-rata per share dividend on 21,09,199 Cumulative Non-Convertible Redeemable Preference Shares of Rs. 40/- each (reduced to Rs.40/- upon redemption of 3rd instalment of Rs. 20/- each per share on 17th February, 2013) for the period from 18.02.2013 to 31.03.2013;

b) 5% i.e. Rs. 5/- per share dividend on 30,00,000 Cumulative Non-Convertible Redeemable Preference Shares of Rs. 100/- each;

c) 3.76% i.e. Rs. 3.76 pro-rata per share dividend on 65,00,999 Cumulative Non-Convertible Redeemable Preference Shares of Rs. 100/- each for the period from 01.04.2012 to 03.04.2012 and 3.76% i.e. Rs. 3.76 pro-rata per share dividend on 65,00,999 Cumulative Non-Convertible Redeemable Preference Shares of Rs. 80/- each (reduced to Rs. 80/- upon redemption of 1st instalment of Rs. 20/- each on 1st April, 2012) for the period from 04.04.2012 to 31.03.2013;

d) 12% i.e. Rs. 12/- per share dividend on 25,00,000 Cumulative Non-Convertible Redeemable Preference Shares of Rs. 100/- each;

e) 9.6% i.e. Rs. 9.60 per share dividend on 10,00,000 Cumulative Non-Convertible Redeemable Preference Shares of Rs. 100/- each;

f) 1% i.e. Re. 1/- pro-rata per share dividend on 21,09,199 Cumulative Non-Convertible Redeemable Preference Shares of Rs. 80/- each for the period from 01.04.2011 to 17.02.2012 and 1% i.e. Re 1/- pro-rata per share dividend on 21,09,199 Cumulative Non-Convertible Redeemable Preference Shares of Rs. 60/- each (reduced to Rs.60/- upon redemption of 2nd instalment of Rs.20/- each per share on 17th February, 2012) for the period from 18.02.2012 to 31.03.2012;

g) 11% i.e. Rs. 11/- pro-rata per share dividend on 36,00,000 Cumulative Redeemable Non-Convertible Preference Shares of Rs. 100/- each for the period from 12.11.2012 to 31.03.2013.

Employee Stock Option Scheme

Your Company had formulated and implemented an ESOP scheme (''Magma Employees Stock Option Plan 2007'') in accordance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

Pursuant to the Plan, a further 5,00,000 number of Stock Options were granted to the eligible employees under Magma Employees Stock Option Plan 2007 as per the details mentioned below:-

Grant Date Tranche No of options granted

25.04.2012 Tranche-3 50,000

16.01.2013 Tranche-4 3,00,000

16.01.2013 Tranche-5 1,50,000

TOTAL 5,00,000

The details of options granted and outstanding as on 31st March, 2013 along with other particulars as required by Clause 12 of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and the Auditors'' Certificate required to be placed at the forthcoming Annual General Meeting pursuant to Clause 14 of the said guidelines are set out in the Annexure to the Report.

Share Capital Equity Shares

During the year, the following changes were effected in the Share Capital of the Company:

Issue of Equity Shares under the Magma Employees Stock Option Plan 2007:

During the year, 2,24,600 Equity Shares of the face value of Rs.2/- each were allotted to the eligible employees at a price of Rs.36/- per Equity Share (including a premium of Rs.34/- per Equity Share), upon the exercise of stock options by the employees.

Consequent to issue of the additional Equity Shares as above, the issued, subscribed and paid up Equity Share Capital of the Company stands increased to Rs. 3,799 Lacs divided into 18,99,56,775 Equity Shares of Rs. 2/- each.

The new Equity Shares issued during the year rank pari passu with the existing Equity Shares.

Preference Shares

a) Issue of Preference Shares

During the year, 36,00,000, 11% Cumulative Redeemable Non Convertible Preference Shares on Preferential Basis of the face value of Rs.100/- each aggregating to Rs. 3600 Lacs were issued and allotted on preferential allotment basis at par redeemable at the end of 3 years.

b) Redemption of Preference Shares

(i) As per the terms of issue of 9.7% Cumulative Non-Convertible Redeemable Preference Shares of face value of Rs.100/- each, the third instalment of 20% (Rs.20/- each) on 21,09,199 Preference shares aggregating to Rs. 4,21,83,980/- was redeemed on 17th February, 2013. The paid up value per share consequent to the third redemption stands reduced to Rs. 40/-.

(ii) As per the terms of issue of 65,00,999 Nos. Cumulative Non-Convertible Redeemable Preference Shares of Rs. 100/- each (carrying dividend rate fixed at 6 months US Dollar Libor plus 3.25%), the second instalment aggregating US Dollar 3 million was redeemed after the close of the Financial Year on 2nd April, 2013 out of the proceeds which was raised by the Company through issue of Equity Shares to Zend Mauritius VC Investments, Limited.

Consequently, the issued, subscribed and paid up Preference Share Capital of your Company stands revised to Rs. 14,844 Lacs as on date.

Debt

Secured Debt

During the year, the Company issued 7,050 Nos. Secured Redeemable Non-Convertible Debt Instruments of Rs. 10,00,000/- each, aggregating to Rs. 70,500 Lacs. Such instruments are in the nature of Debentures.

Subordinated Debt

During the year, the Company issued 2,250 Nos. Unsecured Redeemable Non-Convertible Subordinated Debt Instruments in the nature of Debentures of the face value of Rs. 10,00,000/- each, aggregating to Rs. 22,500 Lacs.

Credit Rating

During the Financial Year 2012-13, Credit Analysis & Research Limited ("CARE") upgraded its ratings on the Company''s various debt instruments. Short-term debt instruments were rated at CARE A1 , which reflects CARE''s expectations that the Company''s short-term instruments have very strong degree of safety regarding timely payment of financial obligations and that these instruments carry lowest credit risk. Further, the long term debt instruments of the Company were upgraded from AA to AA , reflecting expectations that these instruments have very high degree of safety regarding timely payment of financial obligations and carry very low credit risk. Rating for subordinated debt instruments were upgraded by CARE from AA- to AA, again reflecting that these instruments have very high degree of safety regarding timely payment of financial obligations and carry very low credit risk. CARE upgraded rating of Perpetual Debt instruments to AA- from A .

Consolidated Financial Statements

In accordance with the requirements under Clause 32 of the Listing Agreement, your Company prepared Consolidated Financial Statements in accordance with Accounting Standard- 21-"Consolidated Financial Statements" and Accounting Standard-27- "Financial Reporting of Interests in Joint Ventures" issued by The Institute of Chartered Accountants of India. The Consolidated Financial Statements form a part of the Annual Report.

Corporate Governance

Your Company has consistently been complying with the Corporate Governance Code prescribed by SEBI and a detailed report on Corporate Governance together with a certificate of compliance from the Statutory Auditors, as required by Clause 49 of the Listing Agreement, forms a part of this Annual Report.

Directors'' Responsibility Statement

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm:-

- That in the preparation of the annual accounts, the applicable accounting standards have been followed by your Company along with proper explanation relating to material departures, if any.

- That having selected such accounting policies, 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 31st March, 2013 and of the profit of the Company for the period under review.

- That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, if any.

- That the annual accounts have been prepared on a going concern basis.

RBI Regulations - Compliance

Your Company continues to carry on its business of Non- Banking Finance Company as a Non-Deposit taking Company and follows prudent financial management norms as applicable. The gross NPA stood at Rs. 21,206.40 Lacs (Standalone) and Rs. 26,463.96 Lacs (Consolidated) and net NPA stood at Rs. 16,863.56 Lacs (Standalone) and Rs. 20,960.23 Lacs (Consolidated). Your Company appends a statement containing particulars as required in terms of Paragraph 13 of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 in Schedule annexed to the Balance Sheet and additional disclosures required for NBFCs-ND-SI in terms of notification dated 1st August, 2008 issued by the RBI in Note 25 (xiii).

Directors

In accordance with the provisions of the Companies Act, 1956 and your Company''s Articles of Association, Mr. Narayan K Seshadri and Mr. Nabankur Gupta retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The brief resume of the Directors who are to be reappointed, as stipulated under Clause 49 of the Listing Agreement are furnished in the Notice of the ensuing Annual General Meeting (AGM).

The Board of Directors of your Company recommends the reappointment of the above Directors at the ensuing AGM.

The retiring Directors have filed Form DDA with your Company as required under the Companies (Disqualification of Directors under Section 274 (1)(g) of the Companies Act, 1956) Rules 2003.

Auditors

M/s. S. S. Kothari & Co., Chartered Accountants, Kolkata, bearing Registration No. 302034E, and M/s. B S R & Co., Chartered Accountants, Bangalore, bearing Registration No. 101248W, retire at the conclusion of the forthcoming Annual General Meeting.

M/s. S. S. Kothari & Co., Chartered Accountants, has expressed their unwillingness to be reappointed. M/s. B S R & Co., Chartered Accountants, has expressed their willingness to be reappointed. They have confirmed that their reappointment, if made, would be covered within the ceiling specified under Section 224(1B) of the Companies Act, 1956.

Auditors'' Observations

Observations of the Auditors when read together with the relevant notes to the accounts and accounting policies are self- explanatory.

Investor Education and Protection Fund

During the year under review, your Company transferred a sum of Rs. 8.67 Lacs to the Investor Education and Protection Fund (IEPF), the amount which was due and payable and remained unclaimed and unpaid for a period of seven years, as provided in Section 205A(5) of the Companies Act,1956.

Statutory Information

1) Your Company does not have any activity relating to conservation of energy or technology absorption.

2) The foreign exchange earnings and the foreign exchange outgo of the Company is furnished in Note No. 36.

3) Particulars of employees as required under Section 217(2A) Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 as amended, forms part of this report. However, pursuance of Section 219(1) (b) (iv) of the Companies Act, 1956, report is being sent to all the shareholders of the Company excluding the aforesaid information and the said particulars are made available at the Registered Office of the Company. The members interested in obtaining information under Section 217 (2A) may write to the Company Secretary at the Registered Office of the Company.

4) The comments in the Auditors'' Report read with Notes are self-explanatory.

Appreciation

Your Directors would like to record their appreciation of the hard work and commitment of the Company''s employees and warmly acknowledge the unstinting support extended by its bankers, alliance partners and other stakeholders in contributing to the results.

For and on behalf of the Board

Kolkata Mayank Poddar

8th May, 2013 Chairman


Mar 31, 2012

The total income increased to Rs. 1,06,296 Lacs on a consolidated basis and Rs. 1,01,602 Lacs on standalone basis, recording a YoY growth of 21.6% and 19.9% respectively.

Financial results (Rs. in Lacs)

Consolidated Standalone 2011-12 2010-11 2011-12 2010-11

Total income 1,06,295.85 87,403.23 1,01,602.09 84,732.98

Profit before interest and depreciation 75,871.90 56,240.59 71,016.91 53,648.17

Less: Interest and finance charges 62,542.85 35,234.54 59,851.64 33,813.00

Less: Depreciation 2,957.74 2,785.07 2,957.74 2,785.07

Profit before tax 10,371.31 18,220.98 8,207.53 17,050.10

Tax Expense 2,592.19 6,006.38 1,883.30 5,606.78

Profit after tax (Before Minority Interest) 7,779.12 12,214.60 6,324.23 11,443.32

Minority Interest 378.29 200.55 - -

Profit after tax (After Minority Interest) 7,400.83 12,014.05 6,324.23 11,443.32

Add: Surplus brought forward 16,857.21 10,460.01 16,172.70 10,191.97

Balance available for appropriation 24,258.04 22,474.06 22,496.93 21,635.29

-Statutory reserves 1,561.00 2,444.26 1,270.00 2,290.00

-General reserve 640.00 1,150.00 640.00 1,150.00

Provision for dividend

-On preference shares 1,055.36 961.53 1,055.36 961.53

-On equity shares 1,138.39 778.64 1,138.39 778.64

- Dividend tax 355.89 282.42 355.89 282.42

Balance carried forward 19,507.41 16,857.21 18,037.29 16,172.70

Business

Indian Economy during 2011-12

The Indian economy is estimated to have grown at 6.9% during the year under review, i.e. financial year 2011-12, as compared to 8.4% during the previous year. The WPI based inflation remained high during major part of the year. The inflation did ease sharply in the last quarter to end the year at 6.9%, but it was mainly due to high base effect. High food inflation, which was 9.9% at March end, has been a major contributor to overall high inflation in the economy. Responding to this, RBI continued with its tight monetary policy during major part of the year and also raised key policy rates - viz. the Cash Reserve Ratio and the Repo & Reverse Repo rates, resulting in higher interest rates in the economy affecting the retail asset demand. Due to high government borrowings and slower rate of deposit growth, the liquidity position also remained tight throughout the year resulting in higher cost of funds for the company.

Company's Performance vis-a-vis Industry Industry growth in sale of new vehicles was subdued during the year under review. Growth in sale of new cars declined sharply to 4.7% during 2011-12 as against 28.3% in 2010-11. Similarly, sale of new construction equipment is estimated to have grown by approximately 10% in 2011-12 as against a growth of 21% in 2010-11. Commercial vehicles and tractors grew by 18.2% and 11% respectively during 2011-12 against 28.9% and 20% respectively in 2010-11.

Despite subdued industry growth in primary sale of the entire asset class financed by us, the Company recorded total disbursements of Rs. 7,40,434 Lacs on consolidated basis and Rs. 7,14,030 Lacs on a standalone basis during FY 2011-12 as against Rs. 5,41,477 Lacs and Rs. 5,26,151 Lacs respectively in FY 2010-11, recording a corresponding growth of 36.7% and 35.7%. The total income increased to Rs. 1,06,296 Lacs on a consolidated basis and Rs. 1,01,602 Lacs on standalone basis, recording a YoY growth of 21.6% and 19.9% respectively.

Capital infusion and change in business strategy The Company mobilised a sum of Rs. 43,872 Lacs through issue of additional equity shares on preferential basis to Zend Mauritius VC Investments, Limited (a fund within the private equity division of Kohlberg Kravis Roberts and Co. L. P.) and International Finance Corporation (Multilateral Development Organisation), as per details elsewhere in this report. Consequent to this significant capital infusion at beginning of the year, the Company decided not to sell its loan portfolio to release the capital had been the practice prior to this significant equity infusion, except as a treasury tool to raise funds at competitive rates. This was also done to ensure stability of income.

Regulatory Changes and Change in Accounting Policy

The principal regulator for the company, RBI had issued first guidelines on securitisation transactions including accounting treatment of gain on such transactions in the year 2006. The RBI came out with new set of draft guidelines in September 2011 and suggested inclusion of bilateral assignment deals also in the said guidelines. While the Company has retained focus on building its own book post significant capital infusion, certain bilateral assignment transactions were done from September 2011 purely as a treasury activity to raise funds at competitive cost.

In such bilateral assignment transactions, the Company has assigned only the principal portion of the loan receivables. The interest portion will continue to be received by the company over the original loan tenure, which is recognised in the books as Excess Interest Spread (the difference between the interest receivable from the customer and the interest payable by the Company to the assignee of such loan receivables). Such Excess Interest Spread is being recognised in the books of accounts as per the contractual accruals of the same from the year under review and thereafter. Consequently, an amount of Rs. 17,906 Lacs (consolidated) and Rs. 15,394 Lacs (standalone), being income relating to future period will be recognised over the tenure of the contracts assigned.

Simultaneously with the change in income recognition on assets assigned, the Company has decided to amortise upfront brokerage expenses / income pertaining to all loan originations over the tenure of the underlying contracts. This change in method of accounting is in line with international practices on recognition of loan origination expenses. Consequently, net expense of Rs. 6,507 Lacs (consolidated) and Rs. 6,554 Lacs (standalone) for the year is not charged off to profit and loss statement and is being amortised over the tenure of the contracts.

Insurance Joint Venture:

The Company had entered into a Joint Venture Agreement in July 2009, with HDI Gerling International Holding AG now replaced by HDI-Gerling Industrie Versicherung AG, for entering into General Insurance Business in India in the name of Magma HDI General Insurance Company Limited (the "JV Company"). The JV Company had received the R1 approval on 13th April 2011 and has received R2 approval on 13th April 2012 from the Insurance Regulatory and Development Authority of India, and is now in the process of completing the formalities for obtaining the R3 approval, post which the JV Company would be able to commence commercial operations of Insurance business in India.

Dividend

Your directors recommend a dividend of Re. 0.60 per Equity Share (i.e. 30% on face value of Rs. 2/- per Equity Share) on 18,97,32,175 Equity Shares; a 9.7% dividend on 21,09,199 Cumulative Non-Convertible Redeemable Preference Shares of Rs. 80/- each for the period from 1.4.2011 to 17.2.2012 and 9.7% on 21,09,199 Cumulative Non-Convertible Redeemable Preference Shares of Rs. 60/- each (reduced to Rs.60/- upon redemption of 2nd installment of Rs.20/- each per share on 17th February, 2012) for the period from 18.2.2012 to 31.3.2012; a 5% dividend on 30,00,000 Cumulative Non-Convertible Redeemable Preference Shares of Rs. 100/- each; a 4.06% dividend on 65,00,999 Cumulative Non-Convertible Redeemable Preference Shares of Rs. 100/- each; a 12% dividend on 25,00,000 Cumulative Non-Convertible Redeemable Preference Shares of Rs. 100/- each; a 9.6% dividend on 10,00,000 Cumulative Non-Convertible Redeemable Preference Shares of Rs. 100/- each; a 1.5% dividend on 21,09,199 Cumulative Non- Convertible Redeemable Preference Shares of Rs. 100/- each for the period from 1.4.2010 to 17.2.2011 and 1.5% dividend on 21,09,199 Cumulative Non-Convertible Redeemable Preference Shares of Rs. 80/- each (reduced to Rs.80/- upon redemption of 1st installment of Rs.20/- each per share on 17th February, 2011) for the period from 18.2.2011 to 31.3.2011, subject to your approval at the ensuing Annual General Meeting.

Employee Stock Option Scheme

Your Company had formulated and implemented an ESOP scheme ('Magma Employees Stock Option Plan 2007') in accordance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

Pursuant to the Plan, a further 2,50,000 number of Stock Options were granted to the eligible employees in February, 2012 under ('Magma Employees Stock Option Plan 2007- Tranche- 20. The details of options granted and outstanding as on 31st March 2012 along with other particulars as required by Clause 12 of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and the Auditor's Certificate required to be placed at the forthcoming Annual General Meeting pursuant to Clause 14 of the said guidelines are set out in the Annexure to the Report.

Share Capital

Equity Shares

During the year, the following changes were effected in the share capital of the Company:

i) Preferential Issue of Equity Shares in favour of Zend Mauritius VC Investments, Limited and International Finance Corporation. The Company raised a sum of Rs.43,872 Lacs through the issue of 4,98,54,375 Equity shares of Rs.2/- each for cash at a price of Rs.88/- per Equity share (including premium of Rs.86/- per equity share ) on preferential basis to Zend Mauritius VC Investments, Limited (a fund within the private equity division of Kohlberg Kravis Roberts and Co. L. P.) (KKR) and International Finance Corporation, a multilateral development organisation.

ii) Issue of Equity Shares upon exercise of options attached with Warrants:

The Company allotted 1,00,00,000 Equity Shares of the face value of Rs. 2/- each arising out of exercise of option attached to 1,00,00,000 warrants held by Microfirm Softwares Private Limited, a promoter group entity, at the exercise price of Rs.50/- per Equity Share (including premium of Rs.48/- per Equity Share).

iii) Issue of Equity Shares under the Magma Employees Stock Option Plan 2007:

During the year 1,04,250 Equity Shares of the face value of Rs.2/- each were allotted to the eligible employees at a price of Rs.36/- per Equity Share (including a premium of Rs.34/- per Equity Share), upon the exercise of stock options by the employees.

Consequent to issue of the additional Equity Shares as above, the issued, subscribed and paid up Equity Share Capital of the Company stands increased to Rs.3,795 Lacs divided into 18,97,32,175 Equity Shares of Rs.2/- each.

The new Equity Shares issued during the year rank pari passu with the existing Equity Shares.

Preference Shares

Redemption of Preference Shares

(i) As per the terms of issue of 9.7% Cumulative Non-Convertible Redeemable Preference Shares of face value of Rs.100/- each, the second installment of 20% (Rs.20/- each) on 21,09,199 Preference shares aggregating to Rs. 422 Lacs was redeemed on 17th February, 2012. The paid up value per share consequent to the second redemption stands reduced to Rs.60/-.

(ii) As per the terms of issue of 65,00,999 Nos. Cumulative Non-Convertible Redeemable Preference Shares of Rs. 100/- each (carrying dividend rate fixed at 6 months US Dollar Libor plus 3.25%), the first installment aggregating US Dollar 3 million was redeemed after the close of the Financial Year on 3rd April, 2012 out of the proceeds which was raised by the Company through issue of Equity Shares to Zend Mauritius VC Investments, Limited.

Consequently, the issued, subscribed and paid up Preference Share Capital of your Company stands revised to Rs.12,966 Lacs as on date.

Debt

Secured Debt

During the year, the Company issued 12,130 nos. Secured Redeemable Non-Convertible Debt Instruments of Rs. 10,00,000/- each, aggregating to Rs. 1,21,300 Lacs. Such instruments are in the nature of Debentures.

Subordinated Debt

During the year, the Company issued 1,653 Unsecured Redeemable Non-Convertible Subordinated Debt Instruments in the nature of Debentures of the face value of Rs. 10,00,000/- each, aggregating to Rs. 16,530 Lacs and 9,200 Unsecured Redeemable Non-Convertible Subordinated Debt Instruments in the nature of Debentures of the face value of Rs. 1,00,000/- each, aggregating to Rs. 9,200 Lacs.

Credit Rating

During the financial year 2011-12, Credit Analysis & Research Limited ("CARE") upgraded its ratings on the Company's various debt instruments. Short-term debt instruments were rated at CARE A1 , which reflects CARE's expectations that the Company's short-term instruments have very strong degree of safety regarding timely payment of financial obligations and that these instruments carry lowest credit risk. Further, the long term debt instruments of the Company were upgraded from AA to AA , reflecting expectations that these instruments have very high degree of safety regarding timely payment of financial obligations and carry very low credit risk. Rating for subordinated debt instruments were upgraded by CARE from AA- to AA, again reflecting that these instruments have very high degree of safety regarding timely payment of financial obligations and carry very low credit risk. CARE upgraded rating of Perpetual Debt instruments to AA- from A . The Company's Assignment Instruments were rated AAA/AA (SO) by both CRISIL and CARE.

Consolidated Financial Statements

In accordance with the requirements under Clause 32 of the Stock Exchange Listing Agreement, your Company prepared consolidated financial statements in accordance with Accounting Standard-21 issued by The Institute of Chartered Accountants of India. The consolidated financial statements form a part of the Annual Report.

Corporate Governance

Your Company has consistently been complying with the Corporate Governance Code prescribed by SEBI and a detailed report on Corporate Governance together with a certificate of compliance from the statutory auditors, as required by Clause 49 of the Stock Exchange Listing Agreement, forms a part of this Annual Report.

Directors' Responsibility Statement

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm:-

- That in the preparation of the annual accounts, the applicable accounting standards have been followed by your Company along with proper explanation relating to material departures, if any.

- Having 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 31st March 2012 and of the profit of the Company for the period under review.

- That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, if any.

- That the annual accounts have been prepared on a going concern basis.

RBI Regulations - Compliance

Your Company continues to carry on its business of Non-Banking Finance Company as a Non-Deposit Taking Company and follows prudent financial management norms as applicable and continues to progressively follow the internationally accepted accounting principles on revenue recognition, provisioning and asset classification. A detailed note is appended in Note 2 (v). The gross and net NPA's stood at Rs. 110 Lacs and Nil respectively. Your Company appended a statement containing particulars as required in terms of paragraph 13 of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 in Schedules annexed to the Balance Sheet and additional disclosures required for NBFCs-ND-SI in terms of notification dated 1st August 2008 issued by the RBI in Note 25 (xiii).

Subsidiary

Magma ITL Finance Limited, a subsidiary of the Company and the Company's joint venture with International Tractors Limited, manufacturers of Sonalika Brand of Tractors is registered with the RBI as a non-deposit taking NBFC. The subsidiary company has earned a PBT of Rs. 2,164 Lacs for the year ended 31st March, 2012.

As per Section 212 of the Companies Act, 1956, we are required to attach the Directors' Report, Balance Sheet and Statement of Profit and Loss of the subsidiary company. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated 8th February 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish consolidated financial statements in the Annual Report. Accordingly, the Annual Report for Financial Year 2011-12 does not contain the financial statements of the subsidiary. The audited annual accounts and related information of our subsidiary, where applicable, will be made available upon request. These documents will also be available for inspection during business hours at our registered office at Kolkata. The same will also be available on our website, www.magma.co.in.

In accordance with the provisions of Section 212 of the Companies Act, 1956, the information regarding the subsidiary company is enclosed as an Annexure to this Report.

Directors

Mr. Shrawan Kumar Todi, Promoter, Non-Executive Director designated as Vice Chairman and Mr. Ravi Todi, Promoter, Executive Director designated as Joint Managing Director ceased to be the Directors of the Company with effect from 27th May, 2011. Subsequent to the transfer of their shareholding in the Company to the other Promoter entities, they also ceased to be Promoters of the Company with effect from 27th May, 2011. Mr. Shrawan Kumar Todi was also a member of the Fair Practices Code Committee of the Board. The Board places on record its sincerest appreciation for the invaluable guidance provided by Mr Shrawan Kumar Todi and Mr Ravi Todi to the growth of the Company during their tenure as the Directors of the Company.

Mr. Sanjay Nayar, nominee of Zend Mauritius VC Investments, Limited was appointed as an Additional Director by the Board of Directors w.e.f. 1st July, 2011 as Non-Executive, Non- Independent Director to hold office till the date of the Annual General Meeting .The Company has received a notice under Section 257 of the Companies Act, 1956 from a member of the Company proposing to appoint Mr. Sanjay Nayar as Director at the ensuing Annual General Meeting.

Mr. Neil Graeme Brown and Mr. Kailash Nath Bhandari retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Disclosures in respect of these Directors as stipulated under Clause 49 of the Listing Agreement are provided in the Report on Corporate Governance forming a part of the Annual Report.

Auditors

M/s. B S R & Co., Chartered Accountants, Bangalore, were co- opted as Joint Auditors of the Company together with M/s S.S. Kothari & Co., Chartered Accountants pursuant to Section 224 of the Companies Act, 1956, to hold the office till the conclusion of the next Annual General Meeting of the Company.

M/s. S. S. Kothari & Co., Chartered Accountants, Kolkata, bearing Registration No. 302034E, and M/s. B S R & Co., Chartered Accountants, Bangalore, bearing registration no. 101248W, retire at the conclusion of the forthcoming Annual General Meeting and have expressed their willingness to be reappointed.

They have confirmed that their reappointment, if made, would be covered within the ceiling specified under Section 224(1B) of the Companies Act, 1956.

Auditors' Observations

Observations of the Auditors when read together with the relevant notes to the accounts and accounting policies are self- explanatory.

Investor Education and Protection Fund

During the year under review, your Company transferred a sum of Rs. 1.38 Lacs to the Investor Education and Protection Fund (IEPF), the amount which was due and payable and remained unclaimed and unpaid for a period of seven years, as provided in Section 205A(5) of the Companies Act,1956.

Statutory Information

1) Your Company does not have any activity relating to conservation of energy or technology absorption.

2) The Company does not have any foreign exchange earnings. The foreign exchange outgo of the Company is furnished in Note No. 25 (xi).

3) Information in respect of employees of the Company who are in receipt of remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956 is given in Annexure attached to the Report.

4) The comments in the Auditors' Report read with Notes are self-explanatory.

Appreciation

Your Directors would like to record their appreciation of the hard work and commitment of the Company's employees and warmly acknowledge the unstinting support extended by its bankers, alliance partners and other stakeholders in contributing to the results.



For and on behalf of the Board

Kolkata Mayank Poddar

26th April, 2012 Chairman

 
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