To, The Members Manappuram Finance Limited
 
 The Directors are pleased to present the 20th Annual Report on the
 working of the Company with the Audited Accounts and the Report of the
 Auditors for the financial year ended March 31, 2012.
 
 1.  Financial Results
 
                                                      (In Rs. million)
 
 Description                                      2011-12    2010-11
 
 Gross Income                                   26,558.45    11,815.26
 
 Total Expenditure                              17,786.39     7,576.30
 
 Profit Before tax                               8,772.06     4,238.96
 
 Provision for Taxes/Deferred tax                2,857.45     1,412.32
 
 net Profit                                      5,914.61     2,826.64
 
 Profit b/f from previous year                   2,319.84       917.13
 
 Amount available for appropriations             8,228.97     3,743.75
 appropriations:
 
 Transfer to Statutory Reserve                   1,182.92       565.33
 
 Transfer to General Reserve                       591.48       282.67
 
 Transfer to Debenture Redemption                2,208.10          -
 
 Reserve
 
 Transfer to Capital Redemption                      -             -
 
 Reserve
 
 Dividend on Preference shares                       -             -
 
 Interim Dividend on Equity Shares                 420.55          -
 
 Tax on Interim Dividend                            68.21          -
 
 Proposed Equity Dividend                          841.15       500.25
 
 Tax on dividend                                   136.45        81.14
 
 Balance carried forward to next                 2,780.11     2,314.36
 year
 
 The comparative operational results shown above reveals the performance
 of the Company for the year under report and of the previous year. It
 is evident that the Company has achieved enviable results during the
 fiscal 2011-12 compared to that of the previous year. During the year
 under review gross total income of the Company rose to Rs. 26,558.45
 million as against Rs. 11,815.26 million of the corresponding previous
 year marking an increase of 124.78%. Total expenditure for the year
 ended March 31, 2012 is Rs. 17,786.39 million as against Rs. 7,576.30
 million of the previous year.
 
 The Company has posted a record profit after tax of Rs. 5,915 million for
 the period under consideration as against Rs. 2,827 million of the
 previous year, signifying an increase of 109.23% over the net profit
 for the corresponding previous year.
 
 2.  Dividend
 
 Your Board is pleased to recommend a final dividend of Rs. 1 per equity
 shares (50%- per equity share of Rs. 2 each) on the paid up equity
 capital of the Company. On approval by the Members at the ensuing
 Annual General Meeting, the said dividend would be paid to those
 Members whose name appears on the Register of Members as on the date of
 Book Closure. The above final dividend includes a special dividend of
 50paise per equity share as commemorative of 20th
 
 Anniversary of the Company. Members may kindly recall that the Board
 has already declared an interim dividend of 50 paise per equity share
 during February 2012. Thus the total dividend for the year is Rs. 1.50
 per equity share of Rs. 2 per share.
 
 The total cash outflow exclusive of tax on account of equity dividend
 for the year 2011-12 would be Rs. 1,261.70 million (inclusive of interim
 dividend) as compared to Rs. 500.25 million during the previous year.
 
 3.  Raising of additional capital
 
 During the year, Company has issued 1:1 bonus shares which resulted in
 the increase of shares by 416,874,188 nos. Further the Company has
 issued 7,404,760 shares to its employees under the ESOP 2009 scheme of
 the Company resulting in the paid up share capital increasing to Rs.
 1,682,306,272 as on March 31, 2012.
 
 4.  Capital and Reserves
 
 Capital and Reserves of the Company as on March 31, 2012 stood at Rs.
 23,810.08 million. During the year under review the Company transferred
 Rs. 1,182.85 million to Statutory Reserve
 
 5.  Debenture Redemption Reserve
 
 Members may recall that the Company had made a public issue of
 Redeemable Non Convertible Debentures during the year under review. The
 issue opened on August 18, 2011 and closed on August 26, 2011. The
 Company has issued debentures equivalent to Rs. 4,416 million to the
 successful applicants under the issue. The issue proceeds net of issue
 expenses have been utilised for the stated purpose being working
 capital for lending against the security of gold jewellery. Under
 section 117C read with the circulars issued thereunder the Company
 should create Debenture Redemption Reserve (DRR) out of its profits for
 the purpose of providing resources for redemption of debentures. During
 the year, your Company has transferred Rs. 2,208.10 million to DRR in
 compliance with the above provision out of the profits of the Company.
 
 6.  Business outlook
 
 In the recent past, NBFCs engaged in the gold loan business have been
 registering rapid growth. Your Company is also witnessing substantial
 growth in terms of business volumes and human capital, and has acquired
 a pan India presence.  The future for the Company remains robust.
 Recently, Reserve Bank of India (RBI) has issued a circular on March
 21, 2012 amending the Non-Banking Financial (Non-Deposit Accepting or
 Holding) companies Prudential Norms (Reserve Bank) Directions, 2007 to
 the effect that all NBFCs shall maintain a Loan- to Value (LTV) ratio
 of 60 % for loans granted against the collateral of gold jewellery. In
 line with the latest regulatory measures and encouraged by the
 Company''s success so far, we have shaped our business plan for the
 financial year 2012-13 which will help to realise our long term
 strategy to ''energise'' at least 10% of the vast privately held gold
 reserves in the country. For this, it is necessary to develop a
 country- wide presence to be close to the customers.
 
 Your Company provides credit, the average size of which is Rs. 38,582.
 Your Company has decided to make a way in to nnovative products,
 improved relationship management, brand building, efficient customer
 service, better use of technology and reduced operational costs which
 will become the hallmark of successful NBFCs in future.
 
 7.  Resources
 
 Your Directors could successfully mobilise Rs. 4,416 million from whole
 sale debt market by issue of listed Non convertible Secured Debenture.
 The Company was also successful in mobilising funds from the issue of
 debentures to both retail and nstitutional investors and from
 instruments like Commercia Paper.
 
 Details of resources raised during the year under review are given
 below:
 
 a) secured Redeemable non-convertible Debentures
 
 Your Company continues to issue fully secured redeemable convertible
 debentures ofRs. 1000/- each on private placement basis, both retail and
 institutional.  During the year, your Company has raised Rs. 4416 million
 from the public issue of NCDs. The outstanding balance of Debentures
 including interest accrued and due as on March 31, 2012 amounts to Rs.
 14,739.56 million. The debentures issued on private placement basis are
 secured by a floating charge created on the receivables and other
 current assets of the Company. The Company has appointed Trustees to
 see that the interests of debenture holders are well protected.
 
 b) unsecured Bonds.
 
 The Company has issued unsecured Subordinated Bonds in the nature of
 Promissory Notes on private placement basis. These Bonds will be
 treated as Tier II Capital as per RBI norms. The outstanding figure of
 these bonds as on March 31, 2012 amounted to Rs. 4,266.84 million.
 
 c) assignment of Receivables
 
 The Company has procured funds through assignment of receivables to
 Banks and Financial Institutions during the year. The aggregate amount
 assigned as at March 31, 2012 is Rs. 1916.36 million.
 
 d) commercial Paper (cP)
 
 During the year, the Company made several issues of the CPs and the
 outstanding figure of these CPs as on March 31, 2012 amounted to Rs. 232
 million.
 
 8.  compliance with nbfc Regulations
 
 Your Company has complied with all the regulatory provisions framed by
 Reserve Bank of India for Non-Banking Financia Companies. The Capital
 Adequacy Ratio of the Company as on March 31, 2012 is 23.38 % as
 against the statutory requirement of 15%.
 
 However, on 1st February, 2012, the Company received a letter from
 Reserve Bank of India (RBI) directing the Company to disassociate, its
 name, officials, and infrastructure from that of any other group
 concerns carrying on financial activities.  The Company has complied
 with all the directions issued by RBI with the professional assistance
 of reputed corporate lega firm and management consultants and updated
 the progress regularly to RBI.
 
 9.  Important Regulatory Developments
 
 In order to further strengthen the existing regulatory framework,
 Reserve Bank of India (RBI) has issued revised guidelines amending the
 existing the Fair Practices Code (FPC). Accordingly, as required under
 the guidelines, the Board of Directors of the Company at its meeting
 held on 24th April, 2012, has approved a new Fair Practices Code.  The
 Company has posted the new Fair Practices Code at its website at
 www.manappuram.com. Further, as required under the said guidelines, the
 Company has put in place an elaborate Customer Grievance Mechanism, a
 revised Loan Policy and a revised Auction Policy.
 
 10.  Directors
 
 Retirement of Directors by Rotation
 
 1) Mr. A.R Sankaranarayanan, Director, retires by rotation and he is
 eligible for re-appointment.
 
 2) Adv.V.R.Ramachandran, Director, retires by rotation and he is
 eligible for re-appointment.
 
 11.  conseRvation oF eneRgy, technology aBsoRPtion anD FoReign exchange
 eaRnings & outgo - inFoRmation as PeR section 217 (1) (e) oF the
 comPanies act, 1956
 
 The Company does not have any activity relating to conservation of
 energy or technology absorption.
 
 The Company holds AD Category II licence from the Reserve Bank of India
 for its foreign exchange operations. Following are the details of
 foreign exchange earnings and outgo during the period covered by this
 report:
 
 Foreign Exchange Earnings : Nil Foreign Exchange Outgo : Nil
 
 12.  PaRticulaRs oF emPloyees
 
 Particulars of the employees covered by the provisions of section 217
 (2A) of the Companies Act, 1956 read with Company''s (Particulars of
 Employees) Rules, 1975 is as under:
 
 13.  DiRectoRs'' ResPonsiBility statement
 
 As required under Section 217 (2AA) of the Companies Act, 1956, the
 Board of Directors hereby declares that:
 
 a) In the preparation of Annual Accounts for the financial year ended
 March 31, 2012, applicable Accounting Standards have been followed
 along with proper explanation relating to material departures.
 
 b) The Directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company at the end of the financial year 2011-12 and of the
 profit of the Company for that period.
 
 c) The Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of Companies Act, 1956, for safeguarding the assets of the
 Company and for preventing and detecting fraud and other
 irregularities.
 
 d) The Directors have prepared the Annual Accounts for the year 2011-12
 on a going concern basis.
 
 14.  Auditors
 
 The Statutory Auditors M/s S.R. Batliboi & Associates, Chartered
 Accountants, (Firm Registration Number- 101049W, (TIDEL Park, 6th and
 7th Floor - A Block, Module 601, 701-702, No 4 Rajiv Gandhi Salai,
 Taramani, Chennai 600 113, India, Office:   91 44 6654 8100) retires at
 the ensuing Annual General Meeting of the Company and are eligible for
 re-appointment.
 
 15. Report on Corporate Governance
 
 Your Company has been practicing principle of good Corporate Governance
 over the years. The endeavor of the Company is not only to comply with
 the regulatory requirements but also practice good Corporate Governance
 that lays strong emphasis on integrity, transparency and overall
 accountability.  A separate section on Corporate Governance along with
 a certificate from the Statutory Auditors confirming compliance is
 annexed and forms part of this report.
 
 16.  Management Discussion and analysis Report
 
 Management Discussion and Analysis Report is attached and forms an
 integral part of the Report of the Board of Directors.
 
 17.  Acknowledgement
 
 Your Directors acknowledge and place on record its sincere appreciation
 and gratitude to the employees of the Company at all levels for their
 dedicated service and commitments, to the Reserve Bank of India, Rating
 Agencies, Stock exchanges, Governments and its statutory agencies for
 the support, guidance and co-operation, to the Investors, shareholders
 Banks and other financial institutions and customers for the whole
 hearted support and confidence reposed on the Company and the
 management and to the general public at large for their blessings and
 good wishes the Company have been receiving in good measure over the
 years.
 
                          For and on behalf of the Board of Directors
 
 Place: Valapad                                        V.P.Nandakumar
 Date : May 18, 2012                               Executive Chairman