::: ABIRAMI FINANCIAL SERVICES (INDIA) LIMITED

CERTIFICATE ON CORPORATE GOVERNANCE:

	To
	The Members ,
	M/s.Abirami Financial Services ( India ) Limited

I have examined all relevant records of M/s.Abirami Financial Services (India) Limited for the purpose of certifying compliance of the conditions of corporate governance under Clause 49 of the Listing Agreement with the Stock Exchanges for the financial year ended 31st March, 2010.

I have obtained all the information and explanations, which to the best of my knowledge and beliefs were necessary for the purpose of my certification.

The compliance of the conditions of the Corporate Governance is the responsibility of the Management. My examination was limited to the procedures and implementation thereof. This certificate is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the Management has conducted the affairs of the company.

On the basis of my examination of the records produced, explanations and information furnished, I certify that the company has complied with:

All the mandatory conditions of the said Clause 49 of the Listing Agreement.
The following non-mandatory requirements of the said Cause 49 of the Listing Agreement:

Remuneration committee.
Whistle blower mechanism.
Providing Office for Non-Executive Chairman.


	Place : Chennai	K.C.STHALASAYANAM
	Date : 24/04/2010	Chartered Accountant



CORPORATE GOVERNANCE REPORT
M/S.ABIRAMI FINANCIAL SERVICES (INDIA) LIMITED has implemented code on corporate governance introduced by The Securities Exchange Board of India (SEBI).

COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE
The company is committed to Good Corporate Governance. The Company’s Philosophy on Corporate Governance envisages the attainment of the highest levels of transparency, accountability and equity, in all facets of its operations and in all its inter-actions with its stakeholders, including shareholders, the governments, lenders and the employees.

BOARD OF DIRECTORS
The Members of the Board of Directors are persons with considerable expertise and experience in Audit, Accounts, Administration, Banking, Software, Finance and International Business. The company is benefited by the experience and skills of the Board of Directors.

The Board consists of Nine Directors of which one person is the Executive Director and eight others are Non-Executive Directors. Out of the eight Non-Executive Directors five are independent directors. The Executive Director is Mr.P.Sankaran. Mr.K.V.Aiyappan and Mr.Teckchand Vaswani are Non-executive Promoter Directors. Mr.L.V.Anantram is a Non-executive Director. Mr.K.V.Aiyappan chairs the Board. Mr.R.Varadarajan, Mr.T.V.Srinivasan, Mr.V.G.SureshKumar, Mr.T.S.Ramakrishnan and Mr.A,.K.Sabesan are Independent Non-Executive Directors. More than half of the board consists of independent directors which fully satisfies the listing requirements in this regard. Mr.T.S.Ramakrishnan resigned from the board effective from 24/04/2010. At the same Board Meeting Mr.U.K.Selvathilak was co-opted as additional cum independent director. The independent Directors have made disclosures to the Board confirming that there are no material, financial and/ or commercial transactions between them and the company which could have potential conflict of interest with the company at large.

The company has a code of conduct for Directors and Senior Management personnel. The code is available on the official website of the company: www.afslindia.com

All directors and senior management personnel have affirmed compliance with the code of conduct approved and adopted by the Board of Directors. A declaration in this regard, duly signed by the Executive Director is given at the end of the Corporate Governance Report.

Agenda papers containing all necessary information/documents are made available to the Board in advance to enable the Board to discharge its responsibilities effectively and take decisions. In few instances, documents are tabled at meetings and the executive director makes presentations to the Board.

As per Listing Agreement the CEO/CFO had given certificates for the quarter ended 30/06/2009, 30/09/2009 and 31/12/2009 to the effect that the financial results do not contain any false or misleading statement or figures and do not omit any material fact which may make the statements or figures contained therein misleading.

BOARD MEETINGS:

The Board of Directors formulates the business policies of the company and decides on main issues concerning the company. During the year under review, the Board has met four times. The meetings were held on 11-05-2009, 20/07/2009, 13/10/2009 and 22/01/2010.
The details of attendance at Board Meetings and details of other Directorships are given below. Apart from the above, committee Chairmanship/Membership held by the Directors in Indian Public Limited companies as on 31/03/2010 are as follows:

Name of the Director	No. of Board Meetings Attended	Directorship of companies other than M/s.Abirami Financial Services ( I ) Ltd.		Committee in which Chairman/ Member Other than M/s.Abirami Financial Services ( I ) Ltd.
Name of the Director		Chairman	Director	Chairman	Member
K.V.Aiyappan	4	7	6	--	--
Teckchand Vaswani	1	--	6	--	--
L.V. Anantram	4	--	2	--	1
P. Sankaran	4	--	1	--	1
R. Varadarajan	4	--	2	--	--
T.V.Srinivasan	4	--	2	--	--
V.G.Suresh Kumar	3	--	--	--	--
T.S.Ramakrishnan *	4	--	--	--	--
A.K.Sabesan *	4	--	--	--	--
The above details include only chairmanship and membership of Audit committees and Share transfer/Investor Grievance committees. All the Directors except Mr.Teckchand Vaswani attended the A.G.M. held on 10/08/2009.

AUDIT COMMITTEE :

The Audit Committee reviews the financial accounting policies, internal control systems and interacts with the Statutory Auditor. The Executive Director and the Statutory Auditor are invitees to the committee meetings.

Besides, the Audit Committee reviews related party transactions, quarterly, annual financial results, related party transactions, performance of statutory auditors, appointment/re-appointment of statutory auditor and fixation of audit fees, management discussion and analysis of financial condition and results of operations, observation of management / external auditors on weaknesses of internal control systems of the company and follow up reports of management.

During the year the committee met 4 times on 09/05/2009, 17/07/2009, 12/10/2009 and 20/01/2010. Composition of the committee and attendance of members are as follows:

Name of the Members		No.of Meetings Attended
Mr.R.Varadarajan	Chairman	4
Mr.L.V.Anantram	Member	4
Mr.T.V.Srinivasan	Member	4

The Company Secretary is the secretary to the committee.

The Chairman of the Audit committee was present at the AGM held on 10/08/2009.

REMUNERATION COMMITTEE :

The Board has constituted a remuneration committee comprising of Three Non-Executive Independent Directors Mr.R.Varadarajan, Mr.A.K.Sabesan and Mr.T.S.Ramakrishnan and Two Non-Executive Directors viz. Mr.K.V.Aiyappan and Mr.L.V.Anantram as members. Mr.R.Varadarajan is the chairman of the committee.

Consequent to the resignation of Mr.T.S.Ramakrishnan from the Board on 24/04/2010, Mr. U. K. Selvathilak, Non-Executive Independent Director was appointed as member of the committee. The Remuneration Committee has the mandate to review and recommend remuneration payable to the Whole Time Director / Executive Director based on their performance. During the year the remuneration committee met once on 9th April 2009 to consider payment of remuneration to Mr.P.Sankaran, Executive Director on his re-appointment in June 2009. Except Mr.K.V.Aiyappan the other members attended the meeting.

REMUNERATION OF DIRECTORS :

The Non-Executive Directors of the company were paid sitting fee of Rs. 10,000/- for attending the first Board meeting of the financial year i.e. 11/05/2009 and subsequently Rs.5,000/- was paid as sitting fees for the remaining Board Meetings. No fee is paid for committee meetings.

Apart from sitting fees no remuneration / commission is paid to Non-Executive Directors.

The details of sitting fees paid and number of shares held by non-executive directors are as follows:

Name of the Director	Sitting Fees Paid	No of Shares Held
Shri.K.V.Aiyappan	Rs.25,000/-	24,65,000
Shri.Teckchand Vaswani	Rs.5,000/-	10,80,000
Shri.L.V.Anantram	Rs.25,000/-	Nil
Shri.R.Varadarajan	Rs.25,000/-	Nil
Shri.T.V.Srinivasan	Rs.25,000/-	Nil
Shri.V.G.Suresh Kumar	Rs.25,000/-	Nil
Shri.T.S.Ramakrishnan	Rs.25,000/-	Nil
Shri.A.K.Sabesan	Rs.25,000/-	Nil

The Executive Director of the company Mr.P.Sankaran was re-appointed on contractual basis for a period of one year w.e.f.: 19/06/2009 on a remuneration of Rs.21,000/- Per month consisting of basic salary Rs.17,500/- plus Conveyance allowance of Rs.3,500/- Per month.

He has been re-appointed for a further period of one year with effect from 19/06/2010 at a consolidated salary of Rs.21,000/- per month. He is also entitled to other benefits and perquisites as may be provided to other executives of the company and reimbursement of expenses on one residential telephone as per Company rules. The employment can be terminated by either party by giving one month notice in writing. The remuneration is within the limit of schedule XIII of the Companies Act, 1956. There is no separate provision for payment of severance fees. There were no pecuniary relationships or transactions of the Non-Executive Directors vis-à-vis the company. The company has not granted any stock option to any of its directors.

SHARE TRANSFER / INVESTOR GRIEVANCE COMMITTEE :

The Board has constituted Shareholder’s / Investor’s Grievance Committee comprising of Mr.R.Varadarajan, Non-Executive Independent Director as its Chairman. Mr.L.V.Anantram, Non-Executive Director and Mr.P.Sankaran, Executive Director are members of the committee. The Committee oversees the performance of the Registrars and Share Transfer Agents of the company. The committee is empowered to approve and monitor transfers, transmission, split and consolidation of shares of the company, issue of duplicate share certificates, attends to investor grievances etc, and reviews compliance with various statutory and regulatory requirements pertaining to transfer of securities of the company.

During this year the committee met five times on 15/07/2009, 17/8/2009, 30/10/2009, 31/12/2009 and 25/02/2010 and all the three members attended the meetings. Mr.J.Narassimhan, company secretary is the compliance officer. He acts as secretary of the committee. No investor complaints were received during the year and there are no pending complaints. No share transfers are pending at the end of the financial year.

GENERAL BODY MEETINGS :

The last three Annual General Meetings of the Company were held as under:

Years	Location	Date	Time
2006-07	Registered Office	22/06/2007	12.15 P.M
2007-08	Registered Office	23/06/2008	10.15 A.M
2008-09	Registered Office	10/08/2009	10.15 A.M

Following Special Resolutions were passed in the previous three AGMs.

1. Place of keeping the Register of Members at the Registrars and Share Transfer Agents Office - 22-06-2007.

2. Re-appointment of Executive Director and Payment of Remuneration - 22/06/2007.

3. Re-appointment of Executive Director and Payment of Remuneration - 23/06/2008.

4. Re-appointment of Executive Director and Payment of Remuneration - 10/08/2009.

No Special Resolution was passed through postal ballot last year. No special resolution is proposed to be passed through postal ballot at the ensuing AGM.

DISCLOSURES :

Disclosures on materially significant related party transactions i.e. transactions of the Company of material nature, with its promoters, the directors or the management, their subsidiaries or relatives, etc. that may have potential conflict with the interests of the company at large.

None of the transactions with any of the parties was in conflict with the interest of the company.

Pecuniary relationship or transactions of the Non-Executive Directors of the Company with the Company: NIL.

Details of non-compliance by the Company, penalties and strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during the last three years: NIL.

The Accounting Treatment prescribed under the Accounting Standards has been followed by the company and there is no deviation.

The company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement.

The company complies with the following Non-mandatory requirements:

a)	The Company has set up an office for the Non-Executive Chairman to look after the affairs of the company.
b)	The Company has a Remuneration Committee comprising of Three Non-Executive Independent Directors and two Non-Executive Directors. The details of the committee are given elsewhere in this report.
c)	Whistle Blower policy: The Company has a whistle blower mechanism wherein the employees are free to report violation of laws, rules, regulations or unethical conduct to their immediate superiors or such other person as may be notified from time to time by the management. The confidentiality of those reporting violations shall be maintained and they shall not be subjected to any discriminatory practices. No person had been denied access to the Audit Committee.
d)	The other Non-mandatory requirements will be adopted as and when necessary.

MEANS OF COMMUNICATION :

Quarterly Un-audited results and Annual audited results of the company were published in accordance with the Stock Exchange Listing Agreement. The Company published the results in News today (Evening) and Malai Sudar (Tamil) both at Chennai. Apart from the above, the Company had also sent the results and shareholding pattern to the stock exchanges where the company’s shares are listed. The results were also published at company’s website: www.afslindia.com.

Management discussion and analysis forms part of the Directors’ report, which is being posted to the shareholders of the company.

Mr.J.Narassimhan, Company Secretary is the Compliance officer appointed by the board. He can be contacted for Investor related matters relating to the Company His contact numbers are (044) 24356224/24355869 and E-mail Id: abicompliance@afslindia.com

GENERAL SHAREHOLDER INFORMATION:

The Company is registered in the state of Tamilnadu. The Corporate Identity Number is L65993TN1993PLC024861.

Annual General Meeting:

Day, Date and Time

Monday, 28/06/2010 at 10.15 A.M.

Venue

Registered Office
“Capital Place”
New No. 16 (Old No.50), South Boag Road,
T.Nagar, Chennai 600 017

Financial Year

April 01, 2010 to March 31, 2011.

The Financial results will be adopted as per the following tentative schedule:

Result for the Quarter ending 30 June, 2010

Second Week of Aug. 2010

Result for the Quarter ending 30 Sep., 2010

Second Week of Nov. 2010

Result for the Quarter ending 31 Dec., 2010

Second Week of Feb. 2011

Result for the Year ending 31 March, 2011

Last Week of May 2011

Book Closure Date

Wednesday, 23rd June, 2010 to
Monday, 28th June, 2010 (Both days inclusive.)

Dividend Payment Date

Not Applicable

Equity Shares Listed on Stock Exchanges at

1 Madras Stock Exchange Limited, Chennai
2 Bombay Stock Exchange Limited, Mumbai

Stock Code No. & ISIN No.

MSE: ABIFINSER & BSE: 511756.

ISIN No.INE 195101013.

Annual Listing Fees

Paid to the Madras Stock Exchange Limited and Bombay Stock Exchange Limited up to 2010-2011

Stock Market Data*

MONTH	HIGH	LOW
April 2009	12.69	12.69
May 2009	12.69	12.69
June 2009	22.99	12.10
July 2009	21.95	13.60
August 2009	15.40	12.70
September 2009	18.25	13.65
October 2009	18.25	17.40
November 2009	19.25	16.60
December 2009	16.85	16.00
January 2010	16.20	16.00
February 2010	16.00	15.75
March 2010	15.25	11.50

(Source from BSE Website)

* The data pertaining to our shares during the financial year ended 31st March, 2010 in MSE is Nil.

Share Price Performance

Registrars and Transfer Agents

M/s.Cameo Corporate Services Limited
1, Club House Road,
Chennai – 600 002.
Phone No. (044) 28460390 – 6 lines, 28460084
Fax No. (044) 28460129

E-Mail ID: cameo@cameoindia.com

Contact person:
R.D.RAMASWAMY
VICE-PRESIDENT
D.NARASSIMHAN
SENIOR EXECUTIVE

Share Transfer System

The share transfers received in physical form are processed by the share transfer agents M/s.Cameo Corporate Services Limited and share certificates are despatched to the transferee after getting approval from share transfer committee. This process is completed within the stipulated time mentioned in the Listing agreement subject to the documents being valid and complete in all respects. Share transfer committee meetings are held as and when the requirement arises.

The Board has delegated the authority for approving transfer/transmission etc. to the Share transfer Committee. Details of transfers approved by the Committee is placed before the Subsequent Board Meeting. The company obtains half-yearly certificate of compliance relating to share transfer formalities as per Clause 47(C) of the Listing Agreement from a practising company secretary and files the certificate with MSE and BSE.

Share holding pattern and Distribution of Shareholding as on 31 March, 2010

Particulars		No.of Shares Held	Percentage

Promoter Holdings:
Indian	-	24,65,000	41.08%
Foreign	-	10,80,000	18.00%

Non-Promoter Holdings:
Private Corporate Bodies	-	6,70,659	11.18%
NRIs	-	8,16,100	13.60%
Indian Public	-	9,68,241	16.14%

Category	Total No.of	% of	Total	% of
	Shareholders	Shareholders	Shares	total equity
0-500	743	89.95	76,809	1.28
501-1000	27	3.27	21,815	0.36
1001-2000	17	2.06	25,730	0.43
2001-3000	5	0.61	12,728	0.21
3001-4000	1	0.12	3,700	0.06
4001-5000	4	0.48	19,100	0.32
5001-10000	3	0.36	28,300	0.47
10001 & Above	26	3.15	58,11,818	96.87
Total	826	100	60,00,000	100

Dematerialisation of Shares

40,46,413 Equity shares i.e.67.44% of company’s paid up capital has been dematerialized upto 31st March 2010. Balance 19,53,587 shares i.e. 32.56% are in Physical form. The total No. of Shareholders holding shares in physical Form is 714 and in Demat form is 112. Shareholders holding shares physically are requested to Demat their holdings at the earliest.

Your Company does not have any GDRS/ADRS/Warrants or any other Convertible instruments.

Investor Correspondence

Investors clarifications/queries regarding Transfer/Transmission and any query relating to shares of the company in Physical form can be sent to RTA Agents M/s. Cameo Corporate Services Limited.

For shares held in Demat form, the details can be obtained from Investors Depository Participants and / or M/s. Cameo Corporate Services Limited.

Any query on Annual Report

J.Narassimhan, Company Secretary, Abirami Financial Services (India) Ltd., “Capital Place”, No.16/50, South Boag Road, T.Nagar, Chennai - 600 017.
E-mail Id.: abicompliance@afslindia.com

Transfer of unpaid/unclaimed Dividend Amount to Investor Education and Protection Fund: -

No unpaid/unclaimed dividend is due for transer to Investor Education and Protection Fund.

CEO/CFO CERTIFICATION:

The Executive Director of the Company gives annual certification on financial reporting and internal controls to the Board in terms of Clause 49. The Executive Director also gives quarterly certification on financial results while placing the financial results before the Board in terms of Clause 41.of Listing Agreement.

COMPLIANCE ON THE CODE OF CONDUCT

I hereby confirm, that the company has obtained from all the Members of the Board and Senior Management Personnel, affirmation that they have complied with the code of conduct for Directors and Senior Management Personnel in respect of financial year 2009-2010.

Place: Chennai - 17	P.SANKARAN
Date : 24/04/2010	Executive Director

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