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Sundaram Finance Ltd.

BSE: 590071 Sector: Financials
NSE: SUNDARMFIN ISIN Code: INE660A01013
BSE LIVE 15:56 | 17 Aug 1667.95 20.30
(1.23%)
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NSE 15:40 | 17 Aug 1658.75 11.70
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OPEN 1669.80
PREVIOUS CLOSE 1647.65
VOLUME 454
52-Week high 1800.00
52-Week low 1089.00
P/E 35.47
Mkt Cap.(Rs cr) 18,531
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1669.80
CLOSE 1647.65
VOLUME 454
52-Week high 1800.00
52-Week low 1089.00
P/E 35.47
Mkt Cap.(Rs cr) 18,531
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sundaram Finance Ltd. (SUNDARMFIN) - Director Report

Company director report

Your directors have pleasure in presenting the 64th Annual Report together with auditedaccounts for the year ended 31st March 2017. The summarised financial results ofthe Company are presented here under:

FINANCIAL RESULTS:

(Rs. in cr.)
Particulars Year ended March 31 2017 Year ended March 31 2016
Revenue from Operations 2356.79 2312.39
Other Income 101.49 162.63
Total Revenue 2458.28 2475.02
Less: Total Expenses 1738.08 1791.79
Profit before tax 720.20 683.23
Profit after Tax 495.35 477.28
Surplus brought forward 176.47 162.11
Amount available for appropriation 671.82 639.39
Appropriations to:
- Statutory Reserve 99.07 95.46
- General Reserve 222.90 222.63
Dividend – Interim 55.55 111.10
Final (Proposed)* 11.11
Dividend Tax 8.77 22.62
Surplus carried to balance sheet 285.53 176.47

* Will be recognised as a liability on approval by the shareholders at the AnnualGeneral Meeting.

DIVIDEND

Your Company paid an interim dividend of Rs.5/- per share in March 2017. Your directorsare pleased to recommend a final dividend of Rs.6.50 per share which together with theinterim dividend would aggregate to a total dividend of Rs.11.50 per share (115% on theface value of Rs.10/-).

The Dividend Distribution Policy formulated in accordance with the provisions ofRegulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is attached as part of this report vide Annexure I.

COMPOSITE SCHEME OF ARRANGEMENT AND AMALGAMATION

Over the decades your Company has invested in various non-financial servicesbusinesses including several investments in automotive and manufacturing businesses as aco-promoter along with TVS group companies many of them leaders in their respectivemarkets. Your Company intends to demerge its non-financial services investments whichwould result in ring-fencing the regulated financial services assets of the group.Consequent to the demerger Sundaram Finance Holdings Limited (SFHL) would be the holdingcompany for all non-financial services investments of your Company.

As per the proposal all shareholders of your Company would receive one share of SFHLfree of cost for every share held in your Company as on the record date. The AppointedDate for the scheme is 1st April 2016. As a promoter your Company would hold 26.47%stake in SFHL and the balance 73.53% will be issued to all shareholders of your Company.SFHL will be listed on the stock exchange thereby providing a platform for shareholdersto participate in the growth prospects of the investee companies.

The demerger process has been initiated through a Composite Scheme of Arrangement asper the requirements of the Companies Act 2013. The Board of Directors of your Companyat the meeting held on 17th February 2017 approved the draft Composite Scheme ofArrangement and Amalgamation (Scheme) with effect from the Appointed Date i.e. 1st April2016. The Scheme inter alia envisages the following:

1. Amalgamation of Sundaram Insurance Broking Services Limited (SIBSL) and InfreightLogistics Solutions Limited (Infreight) wholly-owned subsidiaries with your Company;

2. De-merger of the shared services business of Sundaram BPO India Limited (SundaramBPO) subsidiary into your Company; and

3. De-merger of the non-core business of the Company viz. training servicesidentified shared services including shared services vested from Sundaram BPO apart fromthe non-financial services investments mentioned above together with related assets intoSundaram Finance Holdings Limited (SFHL).

Your Company has obtained a ‘no-objection' letter from The National Stock Exchangeof India Limited in accordance with the provisions of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as well as the approval of the CompetitionCommission of India for the proposed combination under Section 6(2) of the CompetitionAct 2002. Necessary steps are being taken to file an application with the NationalCompany Law Tribunal for approval.

CORPORATE GOVERNANCE

A detailed report on corporate governance together with a certificate from theStatutory Auditors in compliance with the relevant provisions of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is attached as part of thisreport vide Annexure II.

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

RELATED PARTY TRANSACTIONS

All transactions entered into by the Company with related parties were in the ordinarycourse of business and on an arm's length basis. The Company did not enter into anymaterial transaction with related parties under Section 188 of the Companies Act 2013during the year. Form AOC-2 as required under Section 134 (3) (h) of the Act read withRule 8 (2) of the Companies (Accounts) Rules 2014 is attached as part of this reportvide Annexure III (i). Further the Company's policy on Related Party Transactions isattached as part of this report vide Annexure III (ii) as required under the Non-BankingFinancial Company – Systemically Important Non-Deposit taking Company and Deposittaking Company (Reserve Bank) Directions 2016.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company along with its subsidiaries and associates has always respondedin a responsible manner to the growing needs of the communities in which itoperates. During the year your Company has in consonance with the CSR policy of theCompany undertaken a number of initiatives that contribute to society at large in theareas of health education environment and preservation of the country's rich culture andheritage.

The Annual Report on CSR Activities undertaken by the Company for the Financial Year2016-17 is annexed with this report vide Annexure IV.

BUSINESS RESPONSIBILITY REPORT

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

DISCLOSURE UNDER THE ‘PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE POLICY'

The Company has in place a Policy for prevention of Sexual Harassment in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. An Internal Complaints Committee (ICC) has been set up toredress complaints. All employees (permanent contractual temporary trainees) arecovered under this policy. No complaints were received during the year 2016-17.

SECRETARIAL AUDIT

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

REMUNERATION TO DIRECTORS / KEY MANAGEMENT PERSONNEL

Disclosure pursuant to Rule 5 (1) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 together with the statement prescribed under Rule 5 (2)of the said Rules is annexed vide Annexure VII.

SUNDARAM FINANCE EMPLOYEE STOCK OPTION SCHEME

Based on the recommendations of the Nomination Compensation and RemunerationCommittee your Board of Directors has granted subject to regulatory approvals wherenecessary 18550 stock options to select eligible employees on 29.05.2017. Thedisclosure required under SEBI (Share Based Employee Benefits) Regulations 2014 isfurnished vide Annexure VIII.

EXTRACT OF ANNUAL RETURN

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

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

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

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

Your Company has no activity relating to conservation of energy or technologyabsorption. During 2016-17 expenditure in foreign currencies amounted to Rs.45.75 cr.Foreign Currency earnings amounted to Rs.23.27 cr.

MANAGEMENT DISCUSSION AND ANALYSIS

GLOBAL ECONOMY

Global economic growth after a long period of stagnation is projected to rise from3.1 percent in 2016 to 3.5 percent in 2017. However recent global macro-economicdevelopments are giving rise to uncertainty as well. While the US economy isstrengthening China is slowing and there are serious risks emanating from the Euro-zoneexacerbated by the UK referendum that has popularly come to be known as Brexit.Specifically a rising dollar could have a significant impact on the broader globaleconomy including India. Some downside risks to growth are already beginning to emergeas a few advanced economies opt for inward looking policies to tackle low productivity andhigh income inequality which could potentially threaten global economic integration andaffect the global economic order raising the spectre of a rollback of globalisation.Other risks to growth could arise through a quicker than expected increase in US interestrates financial tightening in emerging markets as well as some geopolitical factors.Crude oil prices have recovered from their abysmal lows of the recent past and are widelyexpected to remain at current levels in the near term.

INDIAN ECONOMY

Demonetisation and the passage of the Goods and Services Tax (GST) Bill were the twoevents that occupied the headlines for much of the year. While the former evoked a lot ofheated debate both in Parliament and in the media the disruptions caused by this movewere only temporary; the intended benefits are expected to flow though in the future. GSTis scheduled to be rolled out on July 1 2017 with most legislative and administrativerequirements including the rates of taxation having been finalised. Introduction of GST isa significant step in the reform of indirect taxation in India. Amalgamating severalCentral and State taxes into a single tax would mitigate cascading or double taxationfacilitating a common national market. The simplicity of the tax is expected to lead toeasier administration and enforcement. From the consumer point of view the biggestadvantage is expected to be in terms of a reduction in the overall tax burden on goodswhich on average is currently estimated at 25%-30% free movement of goods from one stateto another without stopping at state borders for hours for payment of state tax or entrytax and reduction in paperwork to a large extent. In the short term there areapprehensions with regard to the preparedness of businesses especially in the small andmedium segments to make the transition. As with any change of this magnitude there arebound to be some initial teething problems especially with respect to technology as alsowith the administrative changes that businesses will have to adapt to. However in thelong run the overall benefits to consumers businesses and the economy as a whole areexpected to be substantial.

The GDP numbers estimated at 7.1% in 2016-17 point to continued buoyancy in theIndian economy notwithstanding the temporary negative impact of demonetisation onconsumption in November-December 2016. The Government has recently revised the base yearfor wholesale price index (WPI)-based inflation and the Index of Industrial Production(IIP) to 2011-12 from 2004-05. As per a Government release "The revision entailsshifting the base year to 2011-12 from 2004-05 changing the basket of commodities andassigning new weights to the commodities." The Central Statistics Office (CSO) hasalready changed the base year for the country's national accounts including the grossdomestic product (GDP) and the gross value addition (GVA). The retail inflation based onthe Consumer Price Index (CPI) is already calculated on the base year of 2011-12.

As per the new series the annual WPI inflation for 2016-17 stood at 1.7% as against anegative 3.7% in the previous year while IIP increased by 5.0% versus 3.4% in theprevious year. The capital goods segment however remained sluggish registering a meagregrowth of 1.9% during the year. Capacity utilisation rates continued to remain low and areestimated to have dropped to 72% in the last few quarters compared to a high of 85% a fewyears ago resulting in a virtual absence of fresh investments. Credit growth has been acasualty as much due to the paucity of fresh investments as the burgeoningnon-performing assets of the Public sector banks in particular. Growth in the servicessector which contributes nearly 54% of the share of GDP has dropped for the second yearin succession to an estimated 7.9% from 9.8% in the previous year. The proverbial silverlining is to be found in the agriculture sector which is estimated to have grown at 4.4%as compared to 0.8% during the previous year thanks to a near normal monsoon in mostparts of the country. Consumer price index based retail inflation stood at 4.5% in2016-17 compared to 4.9% in the previous year. India's Current Account Deficit stood at0.7% of GDP in April – December 2016 compared to 1.4% of GDP during the correspondingprevious period. The Government's decision to continue on the path of fiscal consolidationensured that the fiscal deficit was contained at 3.5% of GDP for 2016-17 as compared to3.9% in the previous year. The Government's efforts in accelerating investments in roadsas well as the rural and agricultural sectors are beginning to bear fruit and augur wellfor employment generation as also an overall improvement in the Human Development Indices.

AUTOMOTIVE SECTOR

The commercial vehicle sector had a disappointing year with sales of Medium and HeavyCommercial Vehicles (M&HCV) remaining flat versus a growth of 30% in the previousyear while sales of Light Commercial Vehicles (LCV) registered a modest growth of 7.4%.Weak replacement buying subdued freight offtake and uncertainty surrounding theimplementation of BS-IV emission norms were amongst the factors contributing to thelacklustre performance of the sector. Sales of Passenger Cars and Utility Vehiclesregistered a reasonable growth of 9 % (previous year 7%) largely on account of theintroduction of several new models notably in the Utility vehicle segment. Tractor salesregistered a healthy growth of 19% against a decline of 11.5% in the previous yearclearly reflecting the positive effects of a near normal monsoon in most parts of theCountry.

OPERATING & FINANCIAL PERFORMANCE

Despite the lack of growth in commercial vehicle sales your Company's disbursements atRs.13196 cr. registered a healthy growth of 15% over the previous year drivensignificantly by a growth of 25% in the LCV segment and strong growth in passenger carsand utility vehicles construction equipment and tractors. Competition for availablebusiness intensified during the year exerting pressure on margins. Your Company howeverwas largely able to counter this through the deft and innovative management of itsliabilities and maintain its position in all key markets and customer segments. The grossreceivables managed by the Company stood at Rs.24035 cr. a growth of 16% over theprevious year.

Your Company has as a matter of prudence adopted the three months norm to classifyNon-Performing Assets from the financial year ended 31st March 2016 well in advance ofthe regulatory timeline of 31st March 2018. In keeping with the Company's sustained focuson maintaining superior asset quality the Gross and Net NPAs as at 31st March 2017stand reduced to 1.54% and 0.55% respectively as against 2.08% and 0.92% respectivelyin the previous year by far the best performing portfolio amongst its peers.

The net profit for the year was Rs.495.35 cr. as against Rs.477.28 cr. in theprevious year a growth of 3.79%. However the previous year's net profit included aonetime profit of Rs.40.65 cr. arising from the sale of shares in BNP Paribas SundaramGlobal Securities Operations Private Ltd adjusting for which net profit from continuingoperations for the current year registered a growth of 11.54% over the previous year. TheCompany's Net-Worth stood at Rs.3745.63 cr. as on 31.3.2017. Capital Adequacy(CRAR) at 17.85% was comfortably higher than the statutory requirement of 15%. YourCompany continues to provide for Standard Assets at 0.40% and has transferred an amount ofRs.6.30 cr. during the year towards Contingent Provision against Standard Assets.

RESOURCE MOBILISATION

a) Deposits

During the year your Company mobilised fresh deposits aggregating to Rs.456.65 cr.Renewal of deposits during the year amounted to Rs.898.13 cr. representing 77% ofthe matured deposits of Rs.1159.57 cr. Deposits outstanding at the year-end were atRs.2411.08 cr. as against Rs.2246.27 cr. in the previous year. The Net accretion for thefinancial year was Rs.164.80 cr.

As at 31st March 2017 5189 deposits amounting to Rs.40.68 cr. had matured forpayment and were due to be claimed or renewed. After close follow-up the figures arecurrently down to 3440 and Rs.23.37 cr. respectively.

Continuous efforts are being made to arrange for repayment or renewal of thesedeposits. There has been no default in repayment of deposits or payment of interestthereon during the year. Investor Relation Services – Deposits continue to enjoy theISO 9001:2008 certification from Bureau Veritas (India) Private Limited.

b) Term Funding

During the year your Company raised term funding from Banks Mutual funds Insurancecompanies and others in the form of non-convertible debentures and term loans to the tuneof Rs.3554 cr. across various tenors.

c) Bank Finance

As part of the overall funding plan your Company's working capital limits withConsortium banks were increased to Rs.2250 cr. from Rs.1800 cr. During the year yourCompany also issued several tranches of commercial paper aggregating to Rs.15335 cr. Themaximum amount outstanding at any time was Rs.3975 cr. and the amount outstanding at theend of the year was Rs.3630 cr.

d) Assets Securitised / Assigned

During the year your Company raised resources to the extent of Rs.3999 cr. throughsecuritisation and assignment of receivables.

CREDIT RATINGS

All the borrowings of the Company are rated. The short term borrowings (includingcommercial paper) are rated "A1+" (very strong degree of safety) Fixed Depositsare rated "AAA" (Highest Credit Quality) and long term borrowings are rated"AA+" (High Degree of Safety) with a "Positive outlook" by ICRA and"Stable Outlook" by CRISIL and India Ratings.

OUTLOOK

The Indian economy is projected to grow at 7.2% in 2017-18 as per mostestimates. With headline inflation expected to remain moderate it is widely expected thatRBI will hold the policy rates at current levels. The momentum of economic reforms islikely to continue and it is hoped that the various announcements in the Union Budget2017 such as the increased allocation for rural sector increase in farm credit andtargeted increase of road and bridge construction activities will have a salutary impacton the automotive sector. The actual flow through of the 7th Pay Commissionrecommendations is also likely to stimulate aggregate consumer demand.

As per the estimates of The Society of Indian Automobile Manufacturers (SIAM) sales ofM&HCVs are projected to remain flat during FY 2017-18 while LCV sales are expected togrow by 6-9%. Sales of Passenger Cars / Utility Vehicles are projected to grow at 9 to10%. With diesel prices expected to remain stable the outlook for the automotive sectorappears moderately optimistic. The encouraging forecasts of another normal monsoon augurwell for the economy as a whole. Sales of tractors and farm equipment are thereforeexpected to be buoyant.

Against this backdrop your Company has drawn up plans to take advantage of the variousemerging opportunities both in infrastructure related areas as also the broader market.Construction equipment tractors and farm equipment are projected to register stronggrowth in sales and present an encouraging growth opportunity. Competitive pressures inthe vehicle financing market are likely to remain high thereby exerting downward pressureon margins. As always preservation of asset quality remains a key priority. Growth withQuality and Profitability continues to be your Company's abiding philosophy.

INTERNAL FINANCIAL CONTROLS

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

RISK MANAGEMENT

Your Company has built a robust risk management framework over the years. Engaged asit is in retail financing the Company has to manage various risks including creditrisk liquidity risk interest rate risk and operational risk. The Risk ManagementCommittee and the Asset Liability Management Committee review and monitor these risks on aregular basis. The Company manages credit risk through stringent credit norms establishedthrough several decades of experience in retail lending and continues to follow the timetested practice of personally assessing every borrower before committing to a creditexposure. The Company monitors ALM on an ongoing basis to mitigate liquidity risk whileinterest rate risks arising out of maturity mismatch of assets and liabilities are managedthrough regular monitoring of the maturity profiles. The Company also measures theinterest rate risk by the duration gap method.

Operational risks arising from inadequate or failed internal processes peopleand systems or from external events are adequately addressed by the internal controlsystems. These systems are continuously reviewed monitored and modified as necessary. Astable and experienced management team provides much needed continuity and expertise inmanaging the dynamic changes in the market environment. Process improvements and qualitycontrol are on-going activities and are built into the employees' training modules aswell. The Company has well documented Standard Operating Procedures for allprocesses to ensure better control over transaction processing and regulatorycompliance.

INTERNAL AUDIT

As part of the efforts to evaluate the effectiveness of the internal control systemsyour Company's internal audit department independently evaluates the adequacy of controlmeasures on a periodic basis and recommends improvements wherever appropriate. TheInternal Audit team plays a vital role in continuously monitoring the effectiveness of theStandard Operating Procedures as a part of risk mitigation.

The internal audit department is manned by highly qualified and experienced personneland reports directly to the Audit Committee of the Board. The Audit Committee regularlyreviews the audit findings as well as the adequacy and effectiveness of the internalcontrol measures.

Additionally an Information Security Assurance Service is also provided byindependent external professionals. Based on their recommendations the Company hasimplemented a number of control measures both in operational and IT related areas apartfrom information security related measures.

HUMAN RESOURCES

In an environment that is rapidly becoming technology and digital oriented yourCompany continues to invest in long term people development for organisationalexcellence. Part of the enduring Sundaram Finance tradition over the decades has beenthe handing down of wisdom to successive generations of employees. This was achievedlargely through an informal yet effective ‘Gurukulam' System which involvedlistening observing and on the job training. However with growth and scale it has becomenecessary to find new and innovative solutions to continue the tradition. Your Company haslaunched the Sundaram Finance Centre of Excellence (CoE). CoE will effectively leveragetechnology and act as a powerful medium to spread the institutional knowledge andexperience to all our employees and accelerate the pace of knowledge transfer across theSundaram Finance landscape while still retaining the spirit of our Gurukulam system.

INFORMATION TECHNOLOGY

Your Company has a State of the Art Data Centre catering not only to its own needs butalso those of its subsidiaries and associates with a capacity of over 250 serversmanaged by professionals providing 24/7 support with over 99.99% uptime. The Data Centreis accredited for ISO/IEC 27001:2013 by TUV Rheinland for Information Security ManagementSystem. The Disaster Recovery Site for all critical applications is hosted at a separatefacility located in a different seismic zone with near real-time data replication.

The Company both develops & maintains robust Business Applications on the OracleTechnology platform catering to various business verticals such as Hire Purchase LoansLeasing Deposits and Treasury Management and continues to work with Oracle Financials andHyperion for Financial Accounting and Reporting.

To cater to the ever changing Marketing & Operational needs the BusinessApplications are being constantly upgraded with new / enhanced features to facilitateimproved Turn-Around-Time & Customer Satisfaction. As part of the digital initiativesyour Company has implemented applications in the functional areas of Lending DepositsCompliance Human Resources and Training.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129 (3) of the Companies Act 2013 theConsolidated Financial Statements drawn up in accordance with the applicable AccountingStandards form part of the Annual Report. A separate statement containing the salientfeatures of the financial statements of Subsidiaries and Associates in Form AOC-I formspart of the Annual Report.

The consolidated net profit for the year was Rs.683.48 cr. as against Rs.583.17 cr. inthe previous year a growth of 17.20%. The Company's consolidated networth stood atRs.4816.02 cr. as on 31st March 2017.

The annual accounts of all the Subsidiary Companies have been posted on your Company'swebsite – www.sundaramfinance.in. Detailed information including the annual accountsof the Subsidiary Companies will be available for inspection by the members at theregistered office of the Company and will also be made available to the members uponrequest.

SUBSIDIARIES

Sundaram BNP Paribas Home Finance

Limited

The company approved loans aggregating to Rs.2077 cr. (Previous year - Rs.1857 cr.).Disbursements during the year were higher by 5% at Rs.1831 cr. (PY Rs.1743 cr.).

The company earned a gross income of Rs.923 cr. (PY Rs.927 cr.) and reported aprofit after tax at Rs.154 cr. (PY Rs.153 cr.). The loan portfolio under management as at31st March 2017 stood at Rs.7663 cr. as against Rs.7510 cr. in the previous year. Thegross and net NPA stood at 2.94% and 0.98% respectively as of 31.03.2017. The companyproposed a dividend of 35% for the year (PY 35%).

Royal Sundaram General Insurance Co. Ltd

(Royal Sundaram)

Royal Sundaram reported a robust increase of 29.4% in Gross Written Premium (GWP) atRs.2205 cr. as compared to Rs.1703 cr. in the previous year. Profit after tax for the yearwas Rs.43.05 cr. as against Rs.26.70 cr. in the previous year.

Sundaram Asset Management Company

Limited

Sundaram Asset Management Company Limited reported a gross income of Rs.260.54 cr. asagainst Rs.229.88 cr. in the previous year. Profit after tax was significantly higherat Rs.30.73 cr. as compared to Rs.4.42 cr. during the previous year.

The Average Assets under Management amounted to Rs.28312 cr. for the year2016-17 as compared to Rs.23346 cr. in the previous year. The company recommended adividend of 35% for the year on the paid-up capital of Rs.20 cr.

Sundaram Trustee Company Limited

Sundaram Trustee Company Limited earned a gross income of Rs.1.23 cr. as againstRs.1.00 cr. in the previous year and reported a profit after tax of Rs.0.58 cr. for theyear as against Rs.0.46 cr. in the previous year. The company recommended a dividend of800% for the year as against 700% during the previous year.

Sundaram Finance Holdings Limited (formerly Sundaram Finance Distribution Limited)

Sundaram Finance Holdings Limited reported a gross income of Rs.4.84 cr. as againstRs.8.14 cr. in the previous year. During the year the main objects clause in theMemorandum of Association of the company was amendedwith a view to engage in the businessof investments and the name of the Company was changed from ‘Sundaram FinanceDistribution Limited' to ‘Sundaram Finance Investments Limited'and subsequently to‘Sundaram Finance Holdings Limited'. The profit after tax for the year was Rs.0.48cr. as against Rs.1.00 cr. in the previous year. During February 2017 the paid-up sharecapital of the company was increased from Rs.50.00 lakhs to Rs.20.00 cr. by way of arights issue of 19500000 equity shares of Rs.10/- each. The company proposed a dividendof 10% for the year on the enhanced capital payable on pro-rata basis as against 200%during the previous year.

LGF Services Limited

During the year LGF Services Limited reported a gross income of Rs.4.39 cr. as againstRs.6.45 cr. in the previous year. The profit after tax for the year was Rs.0.83 cr. asagainst Rs.0.82 cr. in the previous year. The company proposed a dividend of 250% for theyear as against 350% during the previous year.

Sundaram Infotech Solutions Limited (SISL)

The company earned total revenue of Rs.15.17 cr. as against Rs.16.19 cr. in theprevious year. The loss after tax for the year was at Rs.1.60 cr. as against Rs.0.82 cr.in the previous year.

The Board of Directors at the meeting held on 25th November 2016 approved adraft Scheme of Amalgamation of SISL with your Company with effect from the AppointedDate i.e. 1st April 2016. Your Company has received the ‘no-objection' letter fromNational Stock Exchange of India Limited for the draft Scheme and steps have been taken tofile the application with the National Company Law Tribunal in accordance with theprovisions of Section 232 read with Section 230 and other applicable provisions of theCompanies Act 2013.

Sundaram BNP Paribas Fund Services Limited

Sundaram BNP Paribas Fund Services Limited earned an income of Rs.32.85 cr. during theyear an increase of 17.70% over the previous year. The company's reported loss was lowerat Rs.4.62 cr. during the year as against Rs. 7.93 cr. in the previous year.

Sundaram BPO India Limited

Sundaram BPO India Limited earned a total revenue of Rs.17.10 cr. during the year asagainst Rs.16.21 cr. during the previous year. The company reported a loss after tax ofRs.0.42 cr. during the year as against a profit after tax of Rs.0.06 cr. in the previousyear.

Sundaram Business Services Limited

During the year Sundaram Business Services Limited earned a revenue of Rs.26.81 cr.as compared to Rs.24.41 cr. in the previous year. The company reported a profit ofRs.1.22 cr. during the year as against Rs.0.01 cr. in the previous year.

BOARD & AUDIT COMMITTEE

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

DIRECTORS

Your Board of Directors has re-appointed Sri T.T. Srinivasaraghavan as ManagingDirector for a further period of 3 years with effect from 1st April 2018.

Sri Harsha Viji and Sri A.N. Raju retire by rotation and being eligible offerthemselves for re-election.

Sri Aroon Raman Independent Director of your Company since 2009 resigned hisdirectorship effective 31st October 2016. Your directors place on record the significantcontribution made by him to the deliberations of the Board for over seven years.

Sri Rajiv C. Lochan was co-opted as Independent Director on 25th November 2016 andholds office as Additional Director up to the date of the ensuing Annual General Meeting.The Company has received due notice from a member proposing the appointment of Sri RajivC. Lochan as Independent Director of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

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

ANNUAL EVALUATION BY THE BOARD

The Board has made a formal evaluation of its own performance and that of itscommittees and individual directors as required under Section 134(3)(p) of the CompaniesAct 2013 based on the Criteria for Evaluation laid down by the Nomination Compensationand Remuneration Committee and the Guidance Note on Board Evaluation issued by theSecurities and Exchange Board of India.

DIRECTORS' RESPONSIBILITY STATEMENT

Your directors confirm that:

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

2. The Company has selected such accounting policies and applied them consistently andmade judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;

3. Proper and sufficient care has been exercised for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

4. The annual accounts have been prepared on a going concern basis;

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

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

AUDITORS

M/s Brahmayya & Co. Chartered Accountants Chennai Statutory Auditors of yourCompany hold office upto the conclusion of the 64th Annual General Meeting. Section 139(2)of the Companies Act 2013 read with Rule 6 of the Companies (Audit and Auditors) Rules2014 stipulates that no listed company shall re-appoint an audit firm as statutory auditorfor more than two terms of five consecutive years. M/s Brahmayya & Co. have been thestatutory auditors of your Company since inception and are therefore not eligible forre-appointment.

Your directors recommend the appointment of M/s. Sundaram & Srinivasan CharteredAccountants Chennai as Statutory Auditors of the Company in accordance with theprovisions of Sections 139 141 and other applicable provisions of the Companies Act2013 to hold office from the conclusion of 64th Annual General Meeting until theconclusion of 69th Annual General Meeting subject to the approval of the shareholders atthe 64th Annual General Meeting and ratification at every Annual General Meetingthereafter.

Your Directors place on record their grateful appreciation of the contribution made andservices rendered by M/s Brahmayya & Co. as Statutory Auditors since theinception of the Company.

ACKNOWLEDGEMENT

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

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

For and on behalf of the Board
Chennai 600 002 S VIJI
29.05.2017 Chairman

Annexure - I

SFL Policy for Distribution of Dividends

[Pursuant to Regulation 43A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015]

The SFL Policy (the Policy) for Distribution of Dividends shall come into effect fromthe date it is approved by the Board of Directors.

The Policy is being framed in compliance with the requirement stipulated underRegulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (Listing Regulations) for distribution of dividends based on the followingparameters:

1. The Board of Directors may declare one or more interim dividends after consideringvarious financial and other parameters. The Board may recommend final dividend afterapproval of the final audited accounts.

2. Dividends shall generally be declared out of the annual standalone Profit After Taxof the Company relating to the current financial year subject to any other regulatoryprovisions that may be introduced from time to time.

3. The Board will generally endeavour to maintain a dividend payout ratio (includingdividend distribution tax) of 20% – 30% of the annual standalone profit after tax foreach financial year.

4. The factors internal and external to be considered by the Board for determiningthe quantum of dividend will include the following:

a) Internal Factors

Growth in volume of business

Quality of assets

Profitability position

Stability of earnings

Carried forward balance in P & L account

Accumulated reserves

b) External Factors

Macro-economic environment

Performance of the automotive sector

Changes in governmental policies

Regulatory changes

5. The retained earnings of the Company may be used inter alia for one or more of thefollowing purposes: i) Growth plans; ii) Capital expenditure;

iii) Working capital requirements; iv) Capitalisation; v) Investment in new lines ofbusiness and / or additional investment in existing lines of business; vi) Repayment ofdebt; vii) Meeting contingency plans; and viii) Any other purpose as may be permitted bylaw.

The Board may consider utilising the retained earnings for declaration of dividendunder special circumstances.

Annexure - III (i)

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3)of Section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis

All transactions entered into by the Company during the year with related parties wereon an arm's length basis.

2. Details of material contracts or arrangement or transactions at arm's length basis

The transactions entered into by the Company during the year with related parties on anarm's length basis were not material in nature. Chennai S VIJI 29th May 2017Chairman

Annexure III (ii)

Policy on Related Party Transactions

(as per Regulation 23(1) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015)

The Company shall enter into transactions with related parties only on arm's lengthbasis supported by agreement or formal letter. If the transaction is not on arm's lengthbasis then necessary compliances under Companies Act 2013 and / or SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 will be adhered to.

For the purpose of the above clause transaction with a related party shall beconsidered material if the transaction / transactions to be entered into individually ortaken together with previous transactions during a financial year exceeds 10% of theannual consolidated turnover of the company as per the last audited financial statementsof the company.

Annexure - V

Business Responsibility Report for the Financial Year 2016-17

Section A: General Information about the Company

1. Corporate Identity Number (CIN) L65191TN1954PLC002429
2. Name of the Company Sundaram Finance Limited
3. Registered address 21 Patullos Road Chennai 600 002
4. Website www.sundaramfinance.in
5. E-mail id investorservices@sundaramfinance.in
6. Financial Year reported 2016-17

7. Sector(s) that the Company is engaged in (industrial activity code-wise) As perNational Industrial Classification – 2008: Section K - Financial and InsuranceActivities Division 64 – Financial service activities except insurance and pensionfunding.

8. List three key products / services that the Company manufactures / provides (as inbalance sheet)

A. Providing finance for purchase of commercial vehicles cars multi-utility vehiclesconstruction equipment tractors and working capital finance.

B. Distribution of full range of financial products like mutual fund depositsinsurance etc.

9. Total number of locations where business activity is undertaken by the Company i.Number of International Locations (Provide details of major 5) Nil ii. Number of NationalLocations 587 locations 10. Markets served by the Company – Local / State / National/ International National

Section B: Financial Details of the Company (as on 31.03.2017)
1. Paid up Capital (INR) : Rs.111.10 cr.
2. Total Turnover (INR) : Rs.2458.28 cr.
3. Total profit after taxes (INR) : Rs.495.35 cr.
4. Total Spending on Corporate Social Responsibility (CSR) as percentage of profit after tax (%)
The Company's total spending on CSR is 2.01% of the average profit after taxes in the previous three financial years.
5. List of activities in which expenditure in 4 above has been incurred:-
A. Health B. Education
C. Social Welfare D. Environment
E. Promotion of culture and heritage

Section C: Other Details

1. Does the Company have any Subsidiary Company/ Companies? Yes.

2. Do the Subsidiary Company / Companies participate in the BR Initiatives of theparent company? If yes then indicate the number of such subsidiary company(s)

Business Responsibility initiatives of the Parent Company are generally followed by thesubsidiary companies to the extent possible.

3. Do any other entity / entities (e.g. suppliers distributors etc.) that the Companydoes business with participate in the BR initiatives of the Company? If yes then indicatethe percentage of such entity / entities? [Less than 30% 30-60% More than 60%]

No.

Section D: BR Information

1. Details of Director / Directors responsible for BR a) Details of the Director /Directors responsible for implementation of the BR policy / policies

DIN Number 00018247
Name Sri T T Srinivasaraghavan
Designation Managing Director

b) Details of the BR head

Particulars Details
1. DIN Number (if applicable)
2. Name Sri P Viswanathan
3. Designation Secretary & Compliance Officer
4. Telephone Number 044 2888 1207
5. Email id pv@sundaramfinance.in

2. Principle-wise (as per NVGs) BR Policy / policies (Reply in Y / N) a) Details ofCompliance (Reply in Y/N)

Questions
Business Ethics Product Responsibility Wellbeing of Employees Stakeholder Engagement Human Rights Environment Public Policy CSR Customer Relations
P1 P2 P3 P4 P5 P6 P7 P8 P9
1 Do you have a policy / policies for Y N Y N Y N N Y Y
2 Has the policy being formulated in consultation with the relevant stakeholders? Y - Y - Y - - Y Y
3 Does the policy conform to any national / international standards? If yes specify? (50 words) Y - Y - Y - - Y Y
4 Has the policy being approved by the Board? Y - Y - Y - - Y Y
Is yes has it been signed by MD / owner / CEO / appropriate Board Director?
5 Does the company have a specified committee of the Board / Director/ Official to oversee the implementation of the policy? Y - Y - Y - - Y Y
6 Indicate the link for the policy to be viewed online? * - * - * - - * *
7 Has the policy been formally communicated to all relevant internal and external stakeholders? Y - Y - Y - - Y Y
8 Does the company have in-house structure to implement the policy / policies. Y - Y - Y - - Y Y
9 Does the Company have a grievance redressal mechanism related to the policy / policies to address stakeholders' grievances related to the policy / policies? Y - Y - Y - - Y Y
10 Has the company carried out independent audit / evaluation of the working of this policy by an internal or external agency? N - N N N - - N N
(b) If answer to S. No. 1 against any principle is ‘No' please explain why: (Tick up to 2 options)
1 The company has not understood the Principles
2 The company is not at a stage where it finds itself in a position to formulate and implement the policies on specified principles
3 The company does not have financial or manpower resources available for the task
4 It is planned to be done within next 6 months
5 It is planned to be done within the next 1 year
6 Any other reason (please specify) # # # #

# Considering the nature of company's business these Principles have limitedapplicability. The Company complies with Regulations governing its operations and hastaken initiatives to promote inclusive growth and environmental sustainability.

3. Governance related to BR

Indicate the frequency with which the Board of Directors Committee of the Board or CEOto assess the BR performance of the Company. Within 3 months 3-6 months Annually Morethan 1 year

Annually.

Does the Company publish a BR or a Sustainability Report? What is the hyperlink forviewing this report? How frequently it is published? Yes.http://www.sundaramfinance.in/app_documents/companyinfo/Policies_on_BRR.pdf Annually

Section E: Principle-wise performance

Principle 1: Businesses should conduct and govern themselves with Ethics Transparencyand Accountability.

1. Does the policy relating to ethics bribery and corruption cover only the company?Yes / No. Does it extend to the Group / Joint Ventures / Suppliers / Contractors / NGOs /Others?

Yes. The Policy covers the company group and joint ventures.

2. How many stakeholder complaints have been received in the past financial year andwhat percentage was satisfactorily resolved by the management? If so provide detailsthereof in about 50 words or so.

From Received and Resolved during the year 2016-17
Shareholders 1
Depositors
Customers 161

Principle 2: Businesses should provide goods and services that are safe and contributeto sustainability throughout their life cycle

1. List up to 3 of your products or services whose design has incorporated social orenvironmental concerns risks and/or opportunities. Not Applicable

2. For each such product provide the following details in respect of resource use(energy water raw material etc.) per unit of product (optional): i. Reduction duringsourcing / production / distribution achieved since the previous year throughout the valuechain? ii. Reduction during usage by consumers (energy water) has been achieved since theprevious year? Not Applicable

3. Does the company have procedures in place for sustainable sourcing (includingtransportation)? i. If yes what percentage of your inputs was sourced sustainably? Alsoprovide details thereof in about 50 words or so. Not Applicable

4. Has the company taken any steps to procure goods and services from local & smallproducers including communities surrounding their place of work? If yes what steps havebeen taken to improve their capacity and capability of local and small vendors?

Yes wherever possible.

5. Does the company have a mechanism to recycle products and waste? If yes what is thepercentage of recycling of products and waste (separately as <5% 5-10% >10%).Also provide details thereof in about 50 words or so.

Yes wherever possible.

Principle 3: Businesses should promote the wellbeing of all employees

1. Please indicate the Total number of employees.

3689

2. Please indicate the Total number of employees hired on temporary / contractual /casual basis.

2660

3. Please indicate the Number of permanent women employees.

176

4. Please indicate the Number of permanent employees with disabilities

The Company does not specifically track the number of disabled employees. The Companygives equal opportunities and treats all employees at par. Based on the income-taxdeclarations which enable claiming income-tax deduction for self-disability the Companyhas 5 employees.

5. Do you have an employee association that is recognized by management.

Yes

6. What percentage of your permanent employees is members of this recognized employeeassociation?

29%

7. Please indicate the Number of complaints relating to child labour forced labourinvoluntary labour sexual harassment in the last financial year and pending as on theend of the financial year.

Nil

S. No. Category No of complaints filed during the financial year No of complaints pending as on end of the financial year
1. Child labour / forced labour / involuntary labour
2. Sexual harassment Nil
3. Discriminatory employment

8. What percentage of your under mentioned employees were given safety & skillup-gradation training in the last year?

A. Permanent Employees

B. Permanent Women Employees

C. Casual / Temporary / Contractual Employees D. Employees with Disabilities

All employees of the Company (Permanent men Permanent women and Contractual employees)are covered by skill upgradation training programmes conducted through our "SundaramLearning Centre".

All the employees of the Company at Head Office have been given fire and other safetytraining while first-aid training had been given to selected employees at HO and atbranches.

Principle 4: Businesses should respect the interests of and be responsive towards allstakeholders especially those who are disadvantaged vulnerable and marginalized.

1. Has the company mapped its internal and external stakeholders? Yes/No No.

2. Out of the above has the company identified the disadvantaged vulnerable &marginalized stakeholders. Not Applicable

3. Are there any special initiatives taken by the company to engage with thedisadvantaged vulnerable and marginalized stakeholders. If so provide details thereofin about 50 words or so. Not Applicable

Principle 5: Businesses should respect and promote human rights

1. Does the policy of the company on human rights cover only the company or extend tothe Group / Joint Ventures / Suppliers / Contractors / NGOs / Others? This is coveredunder our Policies on Business Responsibility Report. Referhttp://www.sundaramfinance.in/app_documents/companyinfo/Policies_on_BRR.pdf

2. How many stakeholder complaints have been received in the past financial year andwhat percent was satisfactorily resolved by the management? Refer Serial no.2 of Principle1.

Principle 6: Business should respect protect and make efforts to restore theenvironment

1. Does the policy related to Principle 6 cover only the company or extends to theGroup / Joint Ventures / Suppliers / Contractors / NGOs / others.

Not Applicable

2. Does the company have strategies / initiatives to address global environmentalissues such as climate change global warming etc? Y/N. If yes please give hyperlink forwebpage etc. Not Applicable

3. Does the company identify and assess potential environmental risks? Y / N NotApplicable

4. Does the company have any project related to Clean Development Mechanism? If soprovide details thereof in about 50 words or so. Also if Yes whether any environmentalcompliance report is filed? Please refer to Annual Report on CSR Activities.

5. Has the company undertaken any other initiatives on – clean technology energyefficiency renewable energy etc. Y / N. If yes please give hyperlink for web page etc.Please refer to Annual Report on CSR Activities.

6. Are the Emissions/ Waste generated by the company within the permissiblelimits given by CPCB/ SPCB for the financial year being reported? Not Applicable.

7. Number of show cause / legal notices received from CPCB / SPCB which are pending(i.e. not resolved to satisfaction) as on end of Financial Year. Not Applicable.

Principle 7: Businesses when engaged in influencing public and regulatory policyshould do so in a responsible manner

1. Is your company a member of any trade and chamber or association? If Yes Name onlythose major ones that your business deals with: A. Madras Chamber of Commerce &Industry B. Finance Companies' Association (India) C. Finance Industry Development Council

2. Have you advocated / lobbied through above associations for the advancement orimprovement of public good? Yes / No; if yes specify the broad areas (drop box: Governanceand Administration Economic Reforms Inclusive Development Policies Energy security

Water Food Security Sustainable Business Principles Others)

Yes. Representations had been submitted to the Government and regulatory authorities onvarious matters for the improvement of public good.

Principle 8: Businesses should support inclusive growth and equitable development

1. Does the company have specified programmes / initiatives / projects in pursuit ofthe policy related to Principle 8? If yes details thereof.

Not Applicable.

2. Are the programmes / projects undertaken through in-house team / own foundation /external NGO / government structures / any other organization?

Not Applicable.

3. Have you done any impact assessment of your initiative?

Not Applicable.

4. What is your company's direct contribution to community development projects- Amountin INR and the details of the projects undertaken.

Amount spent Rs.1209.42 lakhs. Please refer to Annual Report on CSR Activities fordetails.

5. Have you taken steps to ensure that this community development initiative issuccessfully adopted by the community? Please explain in 50 words or so.

Please refer to Annual Report on CSR Activities.

Principle 9: Businesses should engage with and provide value to their customers andconsumers in a responsible manner

1. What percentage of customer complaints / consumer cases are pending as on the end offinancial year.

Nil.

2. Does the company display product information on the product label over and abovewhat is mandated as per local laws? Yes / No / N.A. / Remarks (additional information) NotApplicable.

3. Is there any case filed by any stakeholder against the company regarding unfairtrade practices irresponsible advertising and / or anti-competitive behaviour during thelast five years and pending as on end of financial year. If so provide details thereofin about 50 words or so.

No.

4. Did your company carry out any consumer survey / consumer satisfaction trends? Yesthis is done periodically.

Annexure - VII

Disclosure pursuant to Rule 5 of Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014

(i) & (ii) The ratio of the remuneration of each Director to the median and meanremuneration of the employees of the company for the financial year and the percentageincrease in remuneration of each director Chief Financial Officer Chief ExecutiveOfficer Company Secretary or Manager if any in the financial year:

Names of the Directors / Key Managerial Personnel Ratio to Median Remuneration (times) Ratio to Mean Remuneration (times) Increase / Decrease in Remuneration
Sri S Viji Chairman 1.47 1.14 -3.23%
Sri S Ram 1.47 1.14 -3.23%
Sri N Venkataramani 1.44 1.12 3.52%
Sri P N Venkatachalam 2.12 1.65 -2.25%
Sri S Mahalingam 1.44 1.12 -
Sri S Prasad 2.65 2.06 3.83%
Sri S Ravindran 2.63 2.05 1.89%
Sri Aroon Raman* 0.85 0.66 N.A.
Ms Shobhana Ramachandhran 2.40 1.87 6.49%
Sri Rajiv C Lochan$ 0.65 0.51 N.A.
Sri T T Srinivasaraghavan Managing Director 74.57 58.16 15.23%
Sri Harsha Viji Deputy Managing Director 49.49 38.60 67.26%
Sri A N Raju Director (Operations) 36.42 28.41 7.83%
Sri M Ramaswamy Chief Financial Officer 26.91 20.99 7.91%
Sri P Viswanathan Secretary & Compliance Officer 13.13 10.24 -0.22%

* Sri Aroon Raman resigned his directorship w.e.f. 31st October 2016

$ Sri Rajiv C. Lochan has been appointed as Additional Director w.e.f. 25th November2016

(iii) The percentage increase in the median remunaration of employee in the financial year: 5%
(iv) The number of permanent employees on the rolls of the Company: 3689

(v) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

The average increase in salaries of employees other than managerial personnel in2016-17 was 9.92%. Percentage increase in the managerial remuneration for the year was20.57%.

(vi) Affirmation that the remuneration is as per the remuneration policy of thecompany.

The Company affirms that remuneration is as per the remuneration policy of the Company.

(vii) Names of employees who were in receipt of remuneration of at least Rs.1.02 cr.during the year 2016-17

Sl. No. Name of the Employee Designation Remu- neration (Rs. in cr) Nature of Employement Qualification and Experience Date of Commencement of Employment Age Last employment % of equity shares Relative of any director
1 Sri T.T. Srinivasaraghavan Managing Director 3.94 Contractual B.Com MBA (Gannon University Pennsylvania). Has nearly 4 decades of experience in Banking and Financial Services. Has held various operational roles in the Company and brings to bear in-depth knowledge of automotive financing. He is the Managing Director of the Company since 2003. 02/09/1996 62 G.E. Capital Services India Limited 0.29
2 Sri Harsha Viji Deputy Managing Director 2.62 Contractual BCom ACA MBA (Ann Arbor Michigan) Has more than a decade experience in areas of specialisation particularly strategy formulation joint venture negotiations new business development etc. He is the Managing Director of Sundaram Asset Management Company Limited. 14/11/2005 42 Mckinsey & Company 1.23 Son of Sri S. Viji Chairman
3 Sri A.N. Raju Director (Operations) 1.95 Contractual BSc (Engineering) MBA 02/07/1997 58 G.E. Capital 0.03
Services
3 decades of experience in Automobiles
India Limited
Engineering and Financial Sector.
4 Sri M. Ramaswamy Chief Financial Officer 1.44 Others ACA Science graduate and a member of The Institute of Chartered Accountants of India Has over 3 decades of experience in Finance Industry. 07/06/1986 55 Brahmayya & Co. 0.02

Annexure - VIII

Disclosure under Rule 12 (9) of the Companies

(Share Capital and Debentures) Rules 2014 read with Clause 14 of the SEBI (Share BasedEmployee Benefits) Regulations 2014

The Sundaram Finance Employee Stock Options Scheme-2008 (the Scheme) came intoexistence with effect from 24th July 2008 pursuant to the approval obtained from theshareholders. The scheme was framed with the object of granting equity stock options notexceeding 1% of the paid-up capital of the Company (adjusted for corporate actions ifany) in one or more tranches to eligible employees and Directors of the Company and itssubsidiaries. The Scheme is being administered by the Nomination Compensation andRemuneration Committee (NCRC) through the Sundaram Finance Employees Welfare Trust.

Accordingly the Board of Directors grants Stock Options at par to the eligibleemployees / Directors of the Company and its subsidiaries based on the recommendations ofthe NCRC.

S. No Particulars

Sundaram Finance Employee Stock Option Scheme-2008

a) Options Granted from the introduction of the Scheme 160950
b) Exercise Price Rs.10/- per share (at par)
c) Options vested 128000
d) Options exercised 128000
e) The total number of shares arising as a result of exercise of Option. 128000
f) Options lapsed NIL
g) Variation of terms of Options Not Applicable
h) Money realized by exercise of Option (Amount Rs.) 1280000/-
i) Total number of Options in force 32950
j) Employee-wise details of Options granted on 30th May 2016 (Grant 8) & 29th May 2017 (Grant 9)
i) Key Managerial Personnel 1. Sri A N Raju Director (Operations) 4500
2. Sri M Ramaswamy Chief Financial Officer 4500
3. Sri P Viswanathan Secretary & Compliance Officer 3250
ii) Any other employee who receives a grant in any one year of Option amounting to 5% or more of Option granted during that year/s: 1. Sri Srinivas Acharya Managing Director Sundaram BNP Paribas Home Finance Limited 4000
iii) Identified employees who were granted Option during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant Not Applicable
Other details relating to stock options granted have been furnished vide Note No. 23 forming part of the Notes to the Accounts.