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Directors Report of Shriram Asset Management Company Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Twenty First Annual Report and the Audited Statements of Accounts for the financial year ended March 31, 2015.

Financial Highlights:

Particulars Year Ended Year Ended March 31, 2015 March 31, 2014 (Rs.) (Rs.)

Gross Income for the year 14,264,441 5,837,457

Total Expenditure before Depreciation & Tax 20,803,246 21,257,640

Profit /(Loss) before Depreciation and Tax (6,538,805) (15,420,183)

Less: Depreciation 467,461 532,110

Less: Provision for Tax - -

Profit /(Loss) after Depreciation and Tax (7,006,266) (15,952,293)

Balance brought forward from previous year (22,367,254) (6,414,961)

Less: WDV of Fixed assets w/o to retained earnings (45,728) -

Profit /(Loss) available for Appropriation (29,419,248) (22,367,254)

Balance carried to Balance Sheet (29,419,248) (22,367,254)

Dividend:

In the absence of profits, your Directors do not recommend payment of any dividend for the Financial Year 2014-2015. State of Company's Affairs:

It is our pleasure to declare that the maiden scheme launched by your Company, Shriram Equity and Debt Opportunities Fund (a hybrid equity oriented asset allocation fund) towards the very end of calendar year 2013, has delivered a return of 24.67% for the last financial year (April 2014- March 2015) outperforming its stated benchmark by 1.64%. This assumes greater significance considering that the positive active returns generated by the scheme in relation to the composite benchmark was accompanied by lower levels of volatility and with very close alignment to the scheme mandate. It has been our endeavour to stay invested in quality stocks with an all weather business model which are steered by capable and professional management. Our prudent and moderately conservative investment strategy have yielded a healthy market defined returns and supports the fund objective of longer term durable superior risk adjusted returns in time to come.

The fund is ideally suited for the small retail saver and common investors whose principal objective is to build long term wealth within an acceptable level of risk and therefore has an ideal investment horizon of three to five years.

The market sentiment remained largely upbeat for a better part of the financial year ended March 2015 barring the months of December 2014 and March 2015 primarily on account of negative global cues. The equity markets in India were one of the top performers globally with the Sensex and Nifty gaining by 25% and 27%, respectively. Almost all sectors contributed positively to the Index returns with Banks (65%), Finance and Auto (both 57%), Pharma (43%) leading the rally while the growth of FMCG and IT (both 18%), Energy (9%) and Metal (7%) were somewhat muted.

The current market outlook presents a mixed bag with positive and negative factors equally balanced thus supporting an overall view of cautious optimism. The country would stand to gain from a benign outlook on the soft prices of crude and has been one of the biggest beneficiaries of the same in the past six months. The improving macroeconomic condition with a concerted effort by the Reserve Bank in tandem with the Central Government has led to a substantial bolstering of economic stability and restored the confidence level of the international investors. Some very necessary reforms promulgated by the Government in the Insurance sector and Coal sector would unshackle the economy and repair the much maligned Power sector. A few more significant economic reforms are underway which will augment the Government's resource base and provide the States with greater financial flexibility. The main dampeners to the otherwise buoyant economic growth story are the slow progress in creation of required physical and social infrastructure and lack of evidence of revival of the investment demand.

On balance, it is our view that India will remain a very attractive destination for investors in the long term and therefore it would be ideal for investors who seek to achieve their respective financial goals through active participation in the Indian capital markets.

In terms of our current strategy for the fund, the focus is now on sectors that are largely expected to benefit from the Government's thrust on infrastructure and manufacturing. The challenge however remains in these sectors, where quality investments are few and those that exist have very high valuations. The fund would also remain favorably disposed towards rate sensitive sectors such as banking, automobiles and in particular housing finance companies as these are likely to benefit the most with successive rate cuts and a lower interest rate regime that is widely expected to prevail in the current financial year.

In view of the strong potential of Indian equities and considering the prevailing market scenario, your Company is also in the process of finalizing and filing new schemes that have a complementary objective to our existing offering and address the need of lower risk adjusted stable returns from the idle funds of investors without compromising liquidity.

Nature of Business:

There was no change in the nature of the business.

Share Capital:

The total paid up Share Capital as on March 31, 2015 was 10 Crores comprising of 60 Lacs Equity Shares of Rs. 10/- each and 4 Lacs Redeemable Non-Convertible Preference Shares of Rs. 100/- each.

Material Changes and Commitments:

No material changes or commitments have occurred during the year affecting the financial position of the Company. Particulars of Loans, Guarantees or Investments:

Details of the Investments covered under the provisions of Section 186 of the Companies Act, 2013 (Act) are given in the notes to the financial statements.

Company has not given any guarantees or loans covered under the provisions of Section 186 of the Act.

Cash Flow Statement:

The cash flow statement for the year 2014-15 is attached to the Balance Sheet.

Directors:

The Board of Directors had appointed Mrs. Jayashree Mahesh as an Additional Director of the Company w.e.f. October 21, 2014. Pursuant to Section 161 of the Act, she will hold the office only up to the date of the ensuing Annual General Meeting (AGM) of the Company. The Company has received a notice in writing from a member under Section 160 of the Act proposing the candidature of Mrs. Mahesh for the office of Director. Suitable resolution for appointment of Mrs. Mahesh as a Director is being proposed for adoption by the Members at this AGM.

During the year under report, the shareholders through Postal Ballot dated February 02, 2015:

1. Reappointed Mr. Akhilesh Kumar Singh as a Managing Director for a period of 3 years commencing February 14, 2015 and also approved his remuneration.

2. Appointed Mr. Prabhakar Karandikar as an Independent Director of the Company for a period of 5 years commencing from March 01, 2015.

3. Appointed Mr. Dhruv Mehta as an Independent Director of the Company for a period of 5 years commencing from March 01, 2015.

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Clause 49 of the Listing Agreement.

In accordance with the provisions of the Act and in terms of the Memorandum and Articles of Association of the Company, Mr. R. Sundara Rajan retires by rotation at the ensuing AGM and being eligible, offer himself for reappointment.

Mr. S. Rajaratnam and Mr. S. Bapu resigned from the Board of Directors w.e.f. August 22, 2014 and October 21, 2014 respectively. The Board placed on record its appreciation for the contributions made by them during their tenure.

Necessary proposals for appointment /reappointment of the aforesaid Directors have been included in the notice convening the AGM and the respective Resolutions are recommended for your approval.

Profiles of these Directors, as required under Clause 49 of the Listing Agreement, are given in the Notice of the 21st AGM.

Key Managerial Personnel:

Mr. Rohit Chawda, the Chief Operating Officer (also functioning as CFO) of the Company resigned w.e.f. April 15, 2015. Mrs. Chandana Dutt was appointed as the Chief Financial Officer of the Company w.e.f. April 01, 2015.

Fixed Deposits:

During the year under review, your Company has not accepted any fixed deposits.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Policy on Directors' Appointment and Remuneration:

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

The key features of the policy are as follows:

1. Criteria for appointment and removal of Director, key managerial personnel and senior management.

2. Criteria for performance evaluation.

3. Criteria for fixing the remuneration of Director, key managerial personnel and senior management.

The details of this policy are explained in the Corporate Governance Report.

Meetings:

During the year 4 Board Meetings and 4 Audit Committee Meetings were convened and held. The details of the meetings are given in the Corporate Governance Report. The gap between the Meetings was within the period prescribed under the Act.

Risk Management:

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted Risk Management Committee. The Company has in place a Risk Management Policy, commensurate with its size of operations, which lays down a process for identification and mitigation of risks that could materially impact its performance.

Directors' Responsibility Statement:

Pursuant to the provisions of Section 134(3) (c) of the Act, the Directors confirm that to the best of their knowledge and belief:

a) In the preparation of Annual Accounts and Financial Statements for the year ended March 31, 2015, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any;

b) That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently, and judgments 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 March 31, 2015 and of the loss of the Company for the year ended on that date;

c) That the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Annual Accounts have been prepared on an ongoing concern basis.

e) That they have laid down internal financial controls commensurate with the size of the Company and that such financial controls were adequate and were operating effectively.

f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Related Party Transactions:

All related party transactions of the Company are at arm's length basis and were in the ordinary course of business. The particulars of contracts or arrangements with related parties in Form AOC - 2 are annexed herewith as "Annexure A".

Significant and Material Orders Passed by the Regulators or Courts or Tribunals:

During the year under report, there were no significant material orders passed by the Regulators/ Courts/ Tribunals impacting the going concern status and Company's operations in future.

Internal Financial Controls and their adequacy:

The Company has put in place adequate internal financial controls with reference to the Financial Statements commensurate with the size of the Company.

Disclosures:

Audit Committee:

The Audit Committee comprises of Mr. Prabhakar Karandikar (Independent Director) as Chairman, Mr. Arindom Mukherjee (Independent Director) as Member and Mrs. Jayashree Mahesh (Non- Independent Director) as Member. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism / Whistle Blower Policy:

The Company has established a Vigil Mechanism to deal with instance of fraud and mismanagement, if any. The detail of the Vigil Mechanism is posted on the website of the Company i.e. www.shriramamc.com.

Establishment of Internal Complaints Committee:

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

Auditors and Auditors Report:

M/s. K.S. Aiyar and Co., (Firm Registration No. 100186W) Chartered Accountants, Kolkata, Statutory Auditors of the Company, retires at the conclusion of the ensuing AGM and are eligible for reappointment. Certificate has been received from them to the effect that their reappointment as Auditors of the Company, if made, would be within the limits prescribed under Section 139 and 141 of the Act. Members are requested to consider their re-appointment.

The Notes on financial statement 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.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Act, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Suhas S. Ganpule, Practicing Company Secretary, Proprietor of M/s. S.G. & Associates, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure B".The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Subsidiaries, Joint Ventures or Associate Companies:

During the year under report, there was no change in the associate company. The Company does not have any subsidiary or joint venture.

Corporate Governance:

The Report on Corporate Governance forms part of the Directors' Report and is annexed herewith.

As required by the Listing Agreement, Auditors' Report on Corporate Governance and a declaration by the Managing Director with regard to Code of Conduct are attached to the said Report.

The Management Discussion and Analysis is given as a separate statement forming part of the Annual Report.

As required under Clause 49 of the Listing Agreement, a detailed report on Corporate Governance along with the Certificate from the Company Auditor's confirming compliance forms an integral part of this Report and certificate duly signed by the Managing Director and Chief Financial Officer (CFO) on the Financial Statements of the Company for the year ended March 31, 2015 was submitted to the Board of Directors at their Meeting held on April 29, 2015. These certificates are attached to the Report on Corporate Governance.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo:

1. Conservation of Energy

The Company has no activity involving Conservation of Energy.

2. Technology Absorption

The Company has no activity involving Technology Absorption.

3. Foreign Exchange earnings and outgo

The Company did not have any foreign exchange earnings or outgo during the year under review.

Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as "Annexure C". Particulars of Employees:

During the year under report, your Company has not employed any person who was in receipt of remuneration in excess of the limits specified under Section 197 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The details required as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure D".

Acknowledgement:

The Board of Directors take this opportunity to express their sincere appreciation for the excellent support and co-operation received from the Securities and Exchange Board of India, Association of Mutual Funds of India, Stock Exchange Authorities, Auditors, Bankers, Distributors, other Service providers and Board of Trustees of Shriram Mutual Fund.

The Directors wish to place on record the continued enthusiasm, total commitment, dedication and efforts of the employees of the Company at all levels.

We are also deeply grateful to the Shareholders of the Company and also to the large body of investors of scheme of Shriram Mutual Fund for the continued confidence and the faith reposed in the Fund and look forward to their continued patronage.

By Order of the Board for Shriram Asset Management Company Limited

Place: Mumbai Prabhakar Karandikar Date: April 29, 2015 Chairman


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Twentieth Annual Report and the Audited Statements of Accounts for the financial year ended March 31, 2014.

Financial Highlights:

Particulars Year Ended Year Ended March 31, 2014 (Rs.) March 31, 2013 (Rs.)

Gross Income for the year 5,837,457 6,776,976

Total Expenditure before Depreciation & Tax 21,257,640 17,846,873

Profit / (Loss) before Depreciation and Tax (15,420,183) (11,069,897)

Less: Depreciation 532,110 425,084

Less: Provision for Tax --- ---

Profit / (Loss) after Depreciation and Tax (15,952,293) (11,494,981)

Balance brought forward from previous year (6,414,961) 5,080,020

Profit / (Loss) available for Appropriation (22,367,254) (6,414,961)

Balance carried to Balance Sheet (22,367,254) (6,414,961)

Dividend:

In the absence of profits, your Directors do not recommend payment of any dividend for the Financial Year 2013-2014.

Change in Promoter and Sponsor:

You are aware that Securities and Exchange Board of India (SEBI) granted ''In – Principle'' approval to Shriram Credit Company Limited (SCCL) to act as the Sponsor of Shriram Mutual Fund and to Shriram Mutual Fund to re-start its business activity.

By an agreement dated May 09, 2013, SCCL acquired 42.67% equity shares of your Company from the then Promoters Shriram Transport Finance Company Limited (STFC) and Mr. R. Thyagarajan. Consequent to the acquisition of the shares by SCCL, STFC ceased to be the Promoter of your Company and Sponsor of Shriram Mutual Fund and SCCL in turn became the Promoter of your Company and Sponsor of Shriram Mutual Fund. This acquisition triggered an Open Offer under Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Consequently, SCCL made an Open Offer to acquire 1560000 equity shares of the Company from the shareholders of the Company at the rate of Rs.17.70 per equity share. Pursuant to this offer, SCCL acquired 1560000 equity shares representing 26% of the paid up equity share capital of the Company. Subsequent to the acquisition of additional 26% equity shares, the holding of SCCL in the Company increased from 42.67% to 68.67%. Consequently, SCCL became the holding company of your Company as well.

Operations and Outlook:

The recent offering of your Company, Shriram Equity and Debt Opportunities Fund (SHREDOP) has barely completed four months since its launch. Therefore it may be little premature to comment on the performance of the scheme as such. However, it may be pertinent to mention at this stage that the scheme (SHREDOP) is designed to focus on long term returns with relatively low volatility through the selection of high quality stocks with strong fundamentals. The scheme would therefore have lower sensitivity to sharp market movements and strong market momentum as has been witnessed recently.

Market sentiments remained upbeat riding on the hopes of a stable government after the forthcoming general elections that would bring the economy back on the growth path. In anticipation of this widely expected outcome Foreign Institutional Investors (FIIs) and hedge funds built significant positions and aggressively increased exposure to Indian capital markets taking total FII investments in CY14 across equity and debt to the psychologically significant level of $10 billion by the first week of April. FII investment in the equities segment for the year till March stood at $3.65 billion.

The recent market rally has been driven by strong money flows linked to a favorable outcome of the general elections. It is widely expected that the new Government will introduce radical policy initiatives across various productive sectors of the economy to put India on the growth path. That said, the Government will have to squarely address the structural challenges that face the country''s economy with respect to fiscal consolidation, elevated levels of inflation, a burgeoning current account deficit which was controlled by restricting bullion imports and the spectre of stalled industrial projects.

In anticipation of some progressive market friendly reforms, we have relocated some of the investments into cyclical sectors to make them natural weight from an earlier underweight position. The emphasis though continuous to be stock specific as the event trade around the elections is largely over and we continue to remain neutral to overweight on companies that show sustainable growth and earnings visibility.

The fund is also in the process of filing new schemes that have a complementary objective to our existing offering and addresses the need of lower risk adjusted returns from the idle funds of investors without affecting the liquidity aspect.

Share Capital:

To meet the initial cost of Mutual Fund, during the year under review, Company has issued 3,00,000 (Three Lac) Redeemable Non - Convertible Preference Shares (RNCPS) of Rs. 100/- (Rupees One Hundred) each amounting to Rs. 3,00,00,000/- (Rupees Three Crore) to Promoter i.e. Shriram Credit Company Limited.

Corporate Governance:

The Report on Corporate Governance forms part of the Directors'' Report and is annexed herewith.

As required by the Listing Agreement, Auditors'' Report on Corporate Governance and a declaration by the Managing Director with regard to Code of Conduct are attached to the said Report.

The Management Discussion and Analysis is given as a separate statement forming part of the Annual Report.

As required under Clause 49 of the Listing Agreement, a certificate, duly signed by the Managing Director and Chief Operating Officer (COO) (also functioning as Chief Financial Officer) on the Financial Statements of the Company for the year ended March 31, 2014 was submitted to the Board of Directors at their Meeting held on April 28, 2014. The certificates are attached to the Report on Corporate Governance.

Directors'' Responsibility Statement:

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that to the best of their knowledge and belief:

a) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

b) That such accounting policies as mentioned in Notes have been selected and applied consistently, and judgments 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 March 31, 2014 and of the loss 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, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Annual Accounts have been prepared on an ongoing concern basis.

Cash Flow Statement:

The cash flow statement for the year 2013-14 is attached to the Balance Sheet.

Directorate:

Mr. R. Sundara Rajan and Mr. S. Bapu would retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for reappointment.

Necessary proposals for reappointment of the aforesaid Directors have been included in the notice convening the Annual General Meeting.

Fixed Deposits:

During the year under review, your Company has not accepted any fixed deposits.

Particulars of Employees :

During the year under report, your Company has not employed any person who was in receipt of remuneration in excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

Information pursuant to the requirement under Section 217 (1) (e) read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

1. Conservation of Energy

The Company has no activity involving Conservation of Energy.

2. Technology Absorption

The Company has no activity involving Technology Absorption.

3. Foreign Exchange earnings and outgo

The Company did not have any foreign exchange earnings or outgo during the year under review.

Auditors:

M/s. K.S. Aiyar and Co., Chartered Accountants, Kolkata, Statutory Auditors of the Company, retires at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. Certificate has been received from them to the effect that their reappointment as Auditors of the Company, if made, would be within the limits prescribed under Section 139 and 141 of the Companies Act, 2013. Members are requested to consider their re-appointment.

Acknowledgement:

The Board of Directors take this opportunity to express their sincere appreciation for the excellent support and co-operation received from Securities and Exchange Board of India, Association of Mutual Funds of India, Stock Exchange Authorities, Auditors, Bankers, Distributors, other Service providers and Board of Trustees of Shriram Mutual Fund .

The Directors wish to place on record the continued enthusiasm, total commitment, dedication and efforts of the employees of the Company at all levels.

We are also deeply grateful to the Shareholders of the Company and also to the large body of investors of scheme of Shriram Mutual Fund for the continued confidence and the faith reposed in the Fund and look forward to their continued patronage.

By Order of the Board for Shriram Asset Management Company Limited

Place: Chennai Prabhakar Karandikar

Date : April 28, 2014 Chairman


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting their Nineteenth Annual Report and the Audited Statements of Accounts for the financial year ended March 31, 2013.

Financial Highlights: Particulars Year Ended Year Ended March 31, 2013 (Rs.) March 31, 2012 (Rs.)

Gross Income for the year 6,776,976 8,939,855

Total Expenditure before Depreciation & Tax 17,846,873 6,360,425

Profit /(Loss) before Depreciation and Tax (11,069,897) 2,579,430

Less: Depreciation 425,084 247,592

Less: Provision for Tax __ 831,329

Profit/(Loss) after Depreciation and Tax (11,494,981) 1,500,509

Balance brought forward from previous year 5,080,020 3,579,511

Profit/(Loss) available for Appropriation (6,414,961) 5,080,020

Balance carried to Balance Sheet (6,414,961) 5,080,020



Dividend:

In the absence of profits, your Directors have decided not to recommend any dividend for the Financial Year 2012-2013.

Operations and Outlook:

Your Board of Directors had approached the Securities and Exchange Board of India (SEBI) for their permission to launch new schemes and for change of Sponsor from Shriram Transport Finance Company Limited to Shriram Credit Company Limited. SEBI vide its letter dated November 12, 2012 has granted ''In – Principle'' approval to Shriram Credit Company Limited to act as a sponsor subject to the compliance with certain conditions and has also granted its approval to Shriram Mutual Fund to re-start its business activity.

Your Company plans to launch the new Mutual Fund Schemes shortly. Your Directors are of the view that the Company would be able to leverage the extensive retail reach of Shriram Conglomerate to market the Company''s Mutual Fund offerings.

During the year under report, as your Company did not launch any new scheme on behalf of Shriram Mutual Fund and as there were no Mutual Fund Schemes under the management of the Company, the activities of the Company were limited only to attending to the outstanding unclaimed redemption amounts of the Schemes wound up. However, the Company was able to generate income out of its own investments.

Share Capital:

During the year under review, Company conducted two Postal Ballots as per Section 192 A of the Companies Act, 1956. i) The following Special Resolutions were passed on October 05, 2012, by way of Postal Ballot:

1. Alteration of Clause V of Memorandum of Association of the Company for Re- Classification of Share Capital of the Company;

2. Alteration of Article 3 of Articles of Association of the Company for Re- Classification of Share Capital of the Company;

3. Issue of Redeemable Non - Convertible Preference Shares (RNCPS) for an amount not exceeding Rupees One Crore pursuant to Section 80 and 81(1A) of the Companies Act, 1956.

Pursuant to the above resolutions, the Company issued and allotted 1,00,000 (One Lac) 0.01% Redeemable Non – Convertible Preference Shares of Rs. 100/- (One Hundred) each to its existing Promoter i.e. Shriram Transport Finance Company Limited. The proceeds raised from issue of RNCPS have been temporarily invested in liquid investments pending the commencement of the mutual fund operations.

ii) The Special resolution relating to Issue of Redeemable Non-Convertible Preference Shares (RNCPS) pursuant to Section 80 and 81 (1A) and all other applicable provisions, if any, of the Companies Act, 1956, for an amount not exceeding Rupees Five Crores was passed on March 25, 2013, by way of Postal Ballot.

Corporate Governance:

The Report on Corporate Governance forms part of the Directors'' Report and is annexed herewith.

As required by the Listing Agreement, Auditors'' Report on Corporate Governance and a declaration by the Managing Director with regard to Code of Conduct are attached to the said Report.

The Management Discussion and Analysis is given as a separate statement forming part of the Annual Report.

As required under Clause 49 of the Listing Agreement, a certificate, duly signed by the Managing Director and Chief Operating Officer (COO) (also functioning as Chief Financial Officer) on the Financial Statements of the Company for the year ended March 31, 2013 was submitted to the Board of Directors at their Meeting held on April 22, 2013. The certificates are attached to the Report on Corporate Governance.

Directors'' Responsibility Statement:

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that to the best of their knowledge and belief:

a) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

b) That such accounting policies as mentioned in Notes have been selected and applied consistently, and judgments 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 March 31, 2013 and of the loss 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, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Annual Accounts have been prepared on a ongoing concern basis.

Cash Flow Statement:

The cash flow statement for the year 2012-13 is attached to the Balance Sheet.

Directorate:

Mr. Prabhakar Karandikar was appointed as Chairman of the Board of Directors w.e.f. May 03, 2012. As per Section 256 of the Companies Act, 1956, Mr. S. Rajaratnam and Mr. Dhruv Mehta would retire by rotation and being eligible, offer themselves for reappointment.

Fixed Deposits:

During the year under review, your Company has not accepted any fixed deposits.

Particulars of Employees :

During the year under report, your Company has not employed any person who was in receipt of remuneration in excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

Information pursuant to the requirement under Section 217 (1) (e) read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

1. Conservation of Energy

The Company has no activity involving Conservation of Energy.

2. Technology Absorption

The Company has no activity involving Technology Absorption.

3. Foreign Exchange earnings and outgo

The Company did not have any foreign exchange earnings or outgo during the year under review.

Auditors:

M/s. K.S. Aiyar and Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company, retires at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. Certificate has been received from them to the effect that their reappointment as Auditors of the Company, if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956. Members are requested to consider their re-appointment.

Acknowledgement:

The Board of Directors take this opportunity to express their sincere appreciation for the excellent support and co-operation received from Securities and Exchange Board of India, Stock Exchange Authorities and for the continued enthusiasm, total commitment, dedication and efforts of the employees of the Company at all levels. We are also deeply grateful for the continued confidence and the faith reposed on us by the Shareholders.



By Order of the Board for Shriram Asset Management Company Ltd.

Place: Mumbai Prabhakar Karandikar

Date: April 22,2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting their Eighteenth Annual Report and the Audited Statements of Accounts for the financial year ended March 31, 2012.

Financial High Lights:

Year Ended March 31, 2012 Year Ended March 31, 2011 (Rs.) (Rs.)

Gross Income for the year 8,939,855 8,038,537

Total Expenditure before Depreciation & Tax 6,360,425 5,368,722

Profit before Depreciation and Tax 2,579,430 2,669,815

Less: Depreciation 247,592 255,550

Less: Provision for Tax 831,329 2,653,000

Profit after Depreciation and Tax 1,500,509 (238,735)

Balance brought forward from previous year 3,579,511 3,818,246

Profit available for Appropriation 5,080,020 3,579,511

APPROPRIATIONS

Balance carried to Balance Sheet 5,080,020 3,579,511

Dividend:

With a view to augment the funds and to conserve the resources, your Directors have decided not to recommend any dividend for the Financial Year ended 2011-2012.

Operations and Outlook:

Your Board of Directors has decided to approach the Securities and Exchange Board of India (SEBI) for their permission to launch new schemes. Your directors are of the view that the Company would be able to leverage the extensive retail reach of Shriram Conglomerate to market the Company's Mutual Fund offerings. Necessary applications are being submitted to SEBI to reactivate the mutual fund operations.

During the year under report, as your Company did not launch any new scheme on behalf of Shriram Mutual Fund and as there were no Mutual Fund Schemes under the management of the Company, the activities of the Company were limited only to attending to the outstanding unclaimed redemption amounts of the Schemes wound up. However, the Company was able to generate income out of its own investments.

Corporate Governance:

The Report on Corporate Governance forms part of the Directors' Report and is annexed herewith.

As required by the Listing Agreement, Auditors' Report on Corporate Governance and a declaration by the Managing Director with regard to Code of Conduct are attached to the said Report.

The Management Discussion and Analysis is given as a separate statement forming part of the Annual Report.

As required under Clause 49 of the Listing Agreement, a certificate, duly signed by the Managing Director on the Financial Statements of the Company for the year ended March 31, 2012 was submitted to the Board of Directors at their Meeting held on May 03, 2012. The certificate is attached to the Report on Corporate Governance.

Directors' Responsibility Statement:

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that to the best of their knowledge and belief:

a) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

b) That such accounting policies as mentioned in Notes have been selected and applied consistently, and judgments 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 March 31, 2012 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, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Annual Accounts have been prepared on an ongoing concern basis.

Cash Flow Statement:

The cash flow statement for the year 2011-12 is attached to the Balance Sheet.

Directorate:

As per Section 256 of the Companies Act, 1956, Mr. R. Sundara Rajan and Mr. S. Bapu would retire by rotation and being eligible, offer themselves for reappointment.

The Board at its meeting held on December 15, 2011 appointed Mr. Akhilesh Kumar Singh as an Additional Director. Besides, the Board, subject to the approval of the Members, also appointed Mr. A.K.Singh as the Managing Director of the Company not liable to retire by rotation for a period of three years commencing from February 14, 2012. As he is an Additional Director of the Company, pursuant to Section 260 of the Companies Act, 1956, he will hold office only up to the date of this Annual General Meeting of the Company. The Company has received a notice in writing from a member under Section 257 of the Companies Act, 1956, proposing the candidature of Mr.A.K.Singh for the office of Director. Suitable resolutions for his appointment as a Director and as Managing Director are being proposed for adoption by the Members at this Annual General Meeting.

Mr. Prabhakar Karandikar and Mr. Dhruv Mehta were appointed as Additional Directors of the Company on February 14, 2012 by the Board of Directors. Pursuant to Section 260 of the Companies Act, 1956, they will hold office only up to the date of this Annual General Meeting of the Company. The Company has received notices in writing from a member under Section 257 of the Companies Act, 1956, proposing the candidatures of Mr. Prabhakar Karandikar and Mr. Dhruv Mehta for the office of Directors. Suitable resolutions for their appointments as Directors are being proposed for adoption by the Members at this Annual General Meeting.

Due to health reasons, Mr. Lalit Mehta and Mr. R. Narayanan resigned as Directors of the Company w.e.f. February 14, 2012 and April 17, 2012 respectively. Your Board of Directors place on record their appreciation of the invaluable services rendered by Mr. Mehta and Mr. Narayanan during their respective tenures in office.

Fixed Deposits:

During the year under review, your Company has not accepted any fixed deposits.

Particulars of Employees :

During the year under report, your Company has not employed any person who was in receipt of remuneration in excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

Information pursuant to the requirement under Section 217 (1) (e) read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

1. Conservation of Energy

The Company has no activity involving Conservation of Energy.

2. Technology Absorption

The Company has no activity involving Technology Absorption.

3. Foreign Exchange earnings and outgo

The Company does not have any foreign exchange earnings or outgo during the year under review.

Auditors:

M/s. K.S. Aiyar and Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company, retires at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. Certificate has been received from them to the effect that their reappointment as Auditors of the Company, if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956. Members are requested to consider their re-appointment.

Acknowledgement:

The Board of Directors take this opportunity to express their sincere appreciation for the excellent support and co-operation received from Securities and Exchange Board of India, Stock Exchange Authorities and for the continued enthusiasm, total commitment, dedication and efforts of the employees of the Company at all levels. We are also deeply grateful for the continued confidence and the faith reposed on us by the Shareholders.

By Order of the Board

for Shriram Asset Management Company Ltd.

Place: Mumbai Prabhakar Karandikar

Date: May 03, 2012 Chairman

 
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