Directors Report of Aastamangalam Finance Ltd.

Mar 31, 2014

THE SHARE HOLDERS

The Directors present you with the Twenty Ninth Annual Report together with the Audited Accounts for the year ended 31st March 2014.

1. FINANCIAL RESULTS : 2013-2014 2012-2013 Rs.in lakhs Rs.in lakhs

Income from Operations 263.93 137.90

Profit/(Loss) before Interest & Depreciation 208.08 83.58

Less: Interest - -

Less: Depreciation - -

Profit before Tax 208.08 83.58

Less : Provision for Tax 49.01 14.30

Profit after Tax 159.07 69.29

Add: Balance brought forward (273.26) (328.69)

Amount available for appropriation (114.18) (259.40)

Less : Appropriations

Transfer to Statutory Reserve 31.81 13.86

Balance Carried Over (146.00) (273.26)

2. OPERATIONS :

The income from operations of the Company was at Rs.263.93 lakhs as against Rs.137.90 lakhs during the previous year.

3. DIVIDEND :

In view of the accumulated losses, the Directors are unable to recommend any dividend on equity shares for the year ended 31st March 2014.

4. MANAGEMENT DISCUSSION AND ANALYSIS Classification by RBI

The Company is registered with RBI as Non Deposit taking Non-Banking Financial Company (NBFC-ND) and has a valid certificate of Registration.

Business Review

The Company continues to concentrate upon recovery of overdue receivables. Even while pursuing the legal route, the Company attempts negotiations with customers for early recovery of debts. During the year, the Company has collected an amount of Rs. 120.05 lakhs during the year.

Future Outlook

The company is not entering into fresh contracts for business and is continuing to concentrate upon recovery of overdue receivables and is hopeful that the impact of this approach on the net worth will be more beneficial to the company.

5. DEPOSITS

There are no unclaimed deposits. There are no matured deposits claimed by the depositors, but not paid by the company.

6. DIRECTORS

During the year, the Ministry of Corporate Affairs (MCA) has notified majority of the provisions inter alia provisions relating to selection, manner of appointment, roles, functions, duties, re-appointment of independent directors and the relevant rules under the Companies Act, 2013 and made them effective 1st April 2014. The existing composition of the company''s board is fully in conformity with the applicable provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement in respect of Independent Directors as all the Directors of the Company are non executive independent directors, namely Sri R Ramakrishnan, Sri S Ramakrishnan and Sri S E S Mani.

In terms of Section 149(10) read with Section 149(5) of the Companies Act 2013, the independent directors are eligible to hold office for a term upto five consecutive years on the board. During the period, they will not be liable to ''retire by rotation'' as per the provisions of the Companies Act 2013.

It is, therefore proposed to appoint them as independent Directors for a consecutive period of five years at the Annual General Meeting, subject to the approval of the shareholders.

In the opinion of the Board, the independent directors fulfil the conditions specified under the Companies Act, 2013 and rules made thereunder.

The brief resume of these directors proposed to be appointed and re-appointed and other relevant information have been furnished in the notice convening the AGM. Necessary resolutions for their appointment /re-appointment are being placed for approval of the members at the AGM.

The board, therefore, recommends their appointment / re-appointment as directors of the company.

DIRECTORS'' REPORT TO THE SHARE HOLDERS (Contd.,)

7. AUDITORS STATUTORY AUDITOR

As per the provisions of Section 139(1) and (2) of the Companies Act, 2013 read with Rule 6(3) of the Companies (Audit and Auditors) Rules, 2014 M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai (who were earlier appointed as statutory auditors of the company, at the annual general meeting held on 12th September, 2013) are eligible to be appointed for the period of three years, subject to ratification every year in the Annual General Meeting.The Company has obtained necessary certificate under Section 141 of the Companies Act, 2013 from the auditor conveying their eligibility for the above appointment. Their eligibility criteria were reviewed by the audit committee and board, as specified under Section 141 of the Companies Act, 2013 and recommended their appointment as auditors for the above mentioned period.

SECRETARIAL AUDITOR

As required under Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company is required to appoint a Secretarial Auditor for auditing the secretarial and related records of the company and to provide a report in this regard. Accordingly, M/s. S Krishnamurthy & Co., Company Secretaries, Chennai have been appointed as Secretarial Auditors for carrying out the secretarial audit for the financial year 2014- 2015 and the Secretarial Audit Report given by then will be attached with Board''s Report to the shareholders.

8. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreement with the stock exchanges, a separate report on Corporate Governance together with a certificate from the Company''s Auditors confirming the compliance of conditions of Corporate Governance is attached to this report.

9. INFORMATION AS PER SECTION 217(1)(e) OF THE COMPANIES ACT 1956

The Company is a Non-Banking Finance Company and is not engaged in manufacturing activity of any kind. The disclosure of information regarding conservation of energy is therefore not applicable to the company. There was no foreign exchange earning or outgo for the company during the year. The Company has nothing to report with regard to technology absorption.

10. DIRECTORS'' RESPONSIBILITY STATEMENT The Directors confirm that :

a) in the preparation of annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures.

b) appropriate accounting policies have been selected and applied consistently, and judgments and estimates that have been made 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 financial year and of the profit of the company for that year.

c) proper and sufficient care have 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 going concern basis.

11. PERSONNEL

None of the employees of the Company is in receipt of remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956.

12. GENERAL

Your Directors wish to place on record their appreciation for the continued support from all those assisting the recovery of over dues. The Directors also wish to thank the employees for their co-operation.

CHENNAI R RAMAKRISHNAN S RAMAKRISHNAN 30th May 2014 DIRECTOR DIRECTOR

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Mar 31, 2013

TO THE SHARE HOLDERS

The Directors present you with the Twenty Eighth Annual Report together with the Audited Accounts for the year ended 31st March 2013.

1. FINANCIAL RESULTS :

2012-2013 Rs.in lakhs 2011-2012

Income from Operations 98.76 376.54

Other Income 39.14 18.86

Profit/(Loss) before Interest & Depreciation 83.58 339.86

Less: Interest Less: Depreciation

Profit before Tax 83.58 339.86

Less : Provision for Tax 14.30 104.20

Profit after Tax 69.29 235.66

Add: Balance brought forward (328.69) (517.21)

Amount available for appropriation (259.40) (281.56)

Less: Appropriations

Transfer to Statutory Reserve 13.86 47.13

Balance Carried Over (273.26) (328.69)

2. DIVIDEND:

In view of the accumulated losses, the Directors are unable to recommend any dividend on equity shares for the year ended 31st March 2013

3. DEPOSITS

There are no unclaimed deposits. There are no matured deposits claimed by the depositors, but not paid by the company

4. DIRECTORS

Sri S Ramakrishnan, Director, retires from the Board by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

5. AUDITORS

M/s Sundaram and Srinivasan, Chartered Accountants, Chennai, retire at the ensuing Twenty Eighth Annual General Meeting and are eligible for re- appointment.

6. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreement with the stock exchanges, a separate report on Corporate Governance together with a certificate from the Company''s Auditors confirming the compliance of conditions of Corporate Governance is attached to this report.

7. INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT 1956

The Company is a Non-Banking Finance Company and is not engaged in manufacturing activity of any kind. The disclosure of information regarding conservation of energy is therefore not applicable to the company. There was no foreign exchange earning or outgo for the company during the year. The Company has nothing to report with regard to technology absorption

8. DIRECTORS'' RESPONSIBILITY STATEMENT The Directors confirm that:

a) In the preparation of annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures.

b) Appropriate accounting policies have been selected and applied consistently, and judgments and estimates that have been made 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 financial year and of the profit of the company for that year

c) Proper and sufficient care have 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 going concern basis.

9. PERSONNEL

None of the employees of the Company is in receipt of remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956.

10. GENERAL

Your Directors wish to place on record their appreciation for the continued support from all those assisting the recovery of over dues. The Directors also wish to thank the employees for their co-operation.

CHENNAI R RAMAKRISHNAN S RAMAKRISHNAN

30th April 2013 DIRECTOR DIRECTOR

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Mar 31, 2012

The Directors are pleased to present the Twenty Seventh Annual Report together with the Audited Accounts for the year ended 31st March 2012.

Rs.in lakhs

1. FINANCIAL RESULTS : 2011-2012 2010-2011

Income from Operations 376.54 99.69

Other Income 18.86 13.27

Profit/(Loss) before Interest & Depreciation 339.86 57.16

Less: Interest - 1.07

Less: Depreciation - 0.01

Profit before Tax 339.86 56.08

Less : Provision for Tax 104.20 (19.10)

Profit after Tax 235.66 75.18

Add: Balance brought forward (517.21) (583.86)

Amount available for appropriation (281.56) (508.68)

Less: Appropriations

Transfer to Statutory Reserve 47.13 8.53

Balance Carried Over (328.69) (517.21)

2. DIVIDEND:

In view of the accumulated losses, the Directors are unable to recommend any dividend on equity shares for the year ended 31st March 2012.

3. MANAGEMENT DISCUSSION AND ANALYSIS

Classification by RBI

The Company is registered with RBI as Non Deposit taking Non-Banking Financial Company (NBFC-ND) and has a valid certificate of Registration.

Business Review

The Company continues to concentrate upon recovery of overdue receivables. Even while pursuing the legal route, the Company attempts negotiations with customers for early recovery of debts. During the year, the Company has collected an amount of Rs. 313.45 lakhs during the year.

Future Outlook

The company is not entering into fresh contracts for business and is continuing to concentrate upon recovery of overdue receivables and is hopeful that the impact of this approach on the net worth will be more beneficial to the company.

4. DEPOSITS

There are no unclaimed deposits. There are no matured deposits claimed by the depositors, but not paid by the company.

5. DIRECTORS

Sri R Ramakrishnan, Director, retires from the Board by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

6. AUDITORS

M/s Sundaram and Srinivasan, Chartered Accountants, Chennai, retire at the ensuing Twenty Seventh Annual General Meeting and are eligible for re- appointment.

7. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreement with the stock exchanges, a separate report on Corporate Governance together with a certificate from the Company's Auditors confirming the compliance of conditions of Corporate Governance is attached to this report.

8. INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT 1956

The Company is a Non-Banking Finance Company and is not engaged in manufacturing activity of any kind. The disclosure of information regarding conservation of energy is therefore not applicable to the company. There was no foreign exchange earning or outgo for the company during the year. The Company has nothing to report with regard to technology absorption.

9. DIRECTORS1 RESPONSIBILITY STATEMENT The Directors confirm that:

a) in the preparation of annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures.

b) appropriate accounting policies have been selected and applied consistently, and judgments and estimates that have been made 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 financial year and of the profit of the company for that year.

c) proper and sufficient care have 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 going concern basis.

10. PERSONNEL

None of the employees of the Company is in receipt of remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956.

11. GENERAL

Your Directors wish to place on record their appreciation for the continued support from all those assisting the recovery of over dues. The Directors also wish to thank the employees for their co-operation.

CHENNAI R RAMAKRISHNAN S RAMAKRISHNAN

18th May 2012 DIRECTOR DIRECTOR

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Mar 31, 2010

The Directors present you with the Twenty Fifth Annual report together with the Audited Accounts for the year ended 31st March 2010.

Rs. In Lakhs

1. FINANCIAL RESULTS 2009-2010 2008-2009

Income from Operations 61.90 91.40

Other Income 47.66 33.72

Profit/(Loss) before Interest & Depreciation 109.56 125.12

Less: Interest Nil 0.55

Less: Depreciation 0.01 0.01

Profit before Tax 63.47 77.48

Less : Provision for Tax 12.76 26.43

Profit after Tax 50.71 51.05

Add: Balance brought forward (624.43) (665.38)

Amount available for appropriation (573.72) (614.32)

Less: Appropriations Transfer to Statutory Reserve 10.14 10.21

Tax relating to earlier years Nil (0.10)

Balance Carried Over (583.86) (624.43)

2. DIVIDEND:

In view of the accumulated losses, the Directors are unable to recommend any dividend on equity shares for the year ended 31st March 2010.

3. TRADING IN EQUITY SHARES OF THE COMPANY

As the members are aware that the equity shares of the Company have been suspended from trading by the Bombay Stock Exchange Limited (BSE). At the request of the Company, BSE vide its letter dated 15th June 2010 has granted in principle approval for revocation of suspension in trading of Equity Shares of the Company subject to certain conditions. The Company has complied with the conditions and has vide its letter dated 20th July 2010 requested the BSE to revoke the suspension. The response from BSE is awaited.

4. DEMATERLISATION OF EQUITY SHARES

The Companys equity shares have been admitted into the Depository System of National Securities Depository Limited, Mumbai (NSDL) and Central Depository Services (India) Limited, Mumbai (CDSL). The ISIN code of the Company in the Depository system is INE819K01014. The shareholders can now dematerialise their equity shares for trading.

5. CAPITAL REDUCTION

Members had approved a scheme of Capital Reduction at the 23rd Annual General Meeting held on 29th September 2008. The scheme was subject to approval from the Reserve Bank of India (RBI) for adjusting the Statutory Reserve. The RBI vide its letter dated 3rd March 2010 has rejected the proposal to adjust the Statutory Reserve against accumulated losses. In view of the above, the Capital Reduction scheme as approved by the members was not implemented.

6. APPOINTMENT OF SHARE TRANSFER AGENT (COMMON AGENCY)

The Company has appointed Intergrated Eneterprises India Limited, II Floor, Kences Towers, No. 1, Ramakrishna Street, North Usman Road, T Nagar Chennai 600 017 as Share transfer agents to take care of all the work related to investor related activities in terms of both physical and electronic holdings.

7. MANAGEMENT DISCUSSION AND ANALYSIS

Classification by RBI

The Company is registered with RBI as Non Deposit taking Non-Banking Financial Company (NBFC-ND) and has a valid certificate of Registration.

Business Review

The Company continues to concentrate upon recovery of overdue receivables. Even while pursuing the legal route, the Company attempts

negotiations with customers for early recovery of debts. During the year, the Company has collected an amount of Rs. 61.90 lakhs during the

year.

Future Outlook

The company is not entering into fresh contracts for business and is continuing to concentrate upon recovery of overdue receivables and is hopeful

that the impact of this approach on the net worth will be more beneficial to the company.

8. DEPOSITS

There are no unclaimed deposits. There are no matured deposits claimed by the depositors, but not paid by the company.

9. DIRECTORS

Sri S Ramakrishnan, Director, retires from the Board by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

10. AUDITORS

M/s Sundaram and Srinivasan, Chartered Accountants, Chennai, retire at the ensuing Twenty Fifth Annual General Meeting and are eligible for re- appointment.

11. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreement with the stock exchanges, a separate report on Corporate Governance together with a certificate from the Companys Auditors confirming the compliance of conditions of Corporate Governance is attached to this report.

12. INFORMATION AS PER SECTION 217(1)(e) OF THE COMPANIES ACT 1956

The Company is a Non-Banking Finance Company and is not engaged in manufacturing activity of any kind. The disclosure of information regarding conservation of energy and technology absorption are therefore not applicable to the company. There was no foreign exchange earning or outgo for The company during the year.

13. DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that:

a) in the preparation of annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures.

b) appropriate accounting policies have been selected and applied consistently, and judgments and estimates that have been made 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 financial year and of the profit of the company for that year.

c) proper and sufficient care have 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 going concern basis.

14. PERSONNEL:

None of the employees of the Company are in receipt of remuneration in excess of limits pre scribed under Section 217(2A) of the Companies Act, 1956.

15. GENERAL:

Your Directors wish to place on record their appreciation for the continued support from all those assisting the recovery of over dues. The Directors also wish to thank the employees for their co-operation.

CHENNAI R RAMAKRISHNAN S RAMAKRISHNAN 11th August 2010 DIRECTOR DIRECTOR