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Solid Foundation, Stronger Growth. SECOND Annual Report 2016-17 SECOND Annual Report 2016-17

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Page 1: Solid Foundation, Stronger Growth. Report... · Limited Karvy Selenium Tower, Plot No.31-32, Gachibowli, ... Adjudged as the best participant in the MSOP training which she underwent

Solid Foundation,Stronger Growth.

S E C O N D A n n u a l R e p o r t 2 0 1 6 - 1 7S E C O N D A n n u a l R e p o r t 2 0 1 6 - 1 7

Page 2: Solid Foundation, Stronger Growth. Report... · Limited Karvy Selenium Tower, Plot No.31-32, Gachibowli, ... Adjudged as the best participant in the MSOP training which she underwent

Mr. Venky Natarajan, Director of Veritas Finance and Managing Partner,

Lok Capital presenting the best region award to the Trichy team at the Annual Business Meet

Page 3: Solid Foundation, Stronger Growth. Report... · Limited Karvy Selenium Tower, Plot No.31-32, Gachibowli, ... Adjudged as the best participant in the MSOP training which she underwent

TABLE OF CONTENTS

Vision Statement

Mission Statement

Corporate Information

Message from Strategic Advisor

Profile of Strategic Advisor

Letter from MD & CEO

Profile of Directors

Profile of Senior Management Team

Directors’ Report

Report on Corporate Governance

Independent Auditors’ Report

Balance Sheet

Statement of Profit and Loss

Cash Flow Statement

Notes Forming Part of Financial Statements

1

1

2

3

3

4

5

6

8

12

29

35

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39

Page No.

Page 4: Solid Foundation, Stronger Growth. Report... · Limited Karvy Selenium Tower, Plot No.31-32, Gachibowli, ... Adjudged as the best participant in the MSOP training which she underwent

VISION STATEMENT

MISSION STATEMENT

To be recognized by our fairness, responsible approach, and service quality as the most admired company in the inclusive financing space by all stakeholders.

“Make a difference and create positive impact in the lives of a million informal customers and micro, small and medium enterprises in India through sustainable financing solutions.

Page 5: Solid Foundation, Stronger Growth. Report... · Limited Karvy Selenium Tower, Plot No.31-32, Gachibowli, ... Adjudged as the best participant in the MSOP training which she underwent

02Annual Report 2016-17

CORPORATE INFORMATION

Board of Directors

M. Sivaraman

N. Mohanraj Nair

Venkatesh Natarajan

D. Arulmany, MD & CEO

Strategic Advisor

P. Surendra Pai

Chief Operating Officer

J. Prakash Rayen

Chief Financial Officer

V. G. Suchindran

Bankers/ Lenders

AXIS Bank, Chennai

HDFC Bank, Chennai

ICICI Bank, Chennai

RBL Bank, Chennai

Non-Bank Lenders

A.K. Capital Finance Limited

Capital First Limited

Caspian Impact Investments

Private Limited

Housing Development Finance

Corporation Limited

Maanaveeya Development &

Finance Private Limited

MAS Financial Services Limited

Micro Housing Finance

Corporation Limited

Reliance Commercial Finance

Limited

Sundaram Finance Limited

Statutory Auditors

M/s BSR & Co. LLP,

KMPG House, Chennai

Tax Auditors

M/s. Ramanujam & Boovarahan,

Chennai

Internal Auditors

M/s Kumbhat & Co., Chennai

Registered Office

2nd Floor, ‘Economist House',

S-15, Thiru-Vi-Ka Industrial

Estate, Guindy,

Chennai - 600032,

Tamil Nadu, India.

CIN: U65923TN2015PTC100328

RBI Regn No: N-07.00810

Registrar & Transfer Agent

Karvy Computershare Private

Limited Karvy Selenium Tower,

Plot No.31-32, Gachibowli,

Financial District, Nanakramguda,

Hyderabad – 500032.

Telangana, India

Contact Details

Phone: +91 44 4615 0011

Email: [email protected]

Website: http://www.veritasfin.in

Page 6: Solid Foundation, Stronger Growth. Report... · Limited Karvy Selenium Tower, Plot No.31-32, Gachibowli, ... Adjudged as the best participant in the MSOP training which she underwent
Page 7: Solid Foundation, Stronger Growth. Report... · Limited Karvy Selenium Tower, Plot No.31-32, Gachibowli, ... Adjudged as the best participant in the MSOP training which she underwent

04Annual Report 2016-17

The financial year ended March 2017 represents our first full year of operations.

As we step into the second year, we look back with pride and look ahead with

optimism.

Rs.100 Crores disbursed to over 7500 customers.

A portfolio which reaffirms our faith that financing the underserved informal

segment not only leads to positive impact and improvement on the economic

conditions of the people but also can be a sustainable and a commercially viable

initiative.

A vibrant team which is passionate, sensitive to the customer and stays focused on the tasks at hand.

Whether it is the sales team which now originates more than one thousand and five hundred loans a

month or the credit team which validates and approve them or the operations team which processes

them, everyone have worked with a single objective of making Veritas a great organization. It is our team

which has made disbursements of more than Rs.20 Crores a month possible in the very first year. It is our

team that has made borrowing of nearly Rs.100 Crores from more than ten lenders a reality even before

we completed one full year of operations. It is our team that has ensured we stretch ourselves well beyond

normal working hours to constantly improve the turnaround time. It is our team which has ensured that

we select the right customer and kept the portfolio quality intact.

The year went by also could be termed as an year that ushered in significant changes in the financial

services industry, which augurs well for the companies dealing in the underserved informal segment. We

saw many of the small finance banks setting up their operations and gearing up for innovative financial

offerings. Demonetization is expected to further accelerate the speed of digitization initiatives. GST,

another disruptive initiative, with far reaching implications, could bring in lot more transparency and

leave a long lasting positive impact on the businesses of many of the micro enterprises we deal with.

All in all, while the environment is turning conducive as we plan to take a giant leap forward we believe

that the key lies in flawless execution. Constant focus on improving efficiencies in our origination,

processing and delivery systems, with a keen eye on credit quality and operating costs as we expand our

footprint to other parts of our country becomes extremely critical.

Therefore, for the year ahead, we are determined to keep our focus, on profitability while building scale,

on cost while expanding size and on efficiency while building capacity.

I would like to place on record my thanks to our board of directors, every member of our management

team and all employees who have been an integral part of the exciting journey so far and our investors,

Mr. P. Surendra Pai, Sarva Capital and Caspian for their continuing faith in our ability to execute our plans

and also the RBI for its continued support. And finally and most importantly thank all our customers who

have actually helped us transform Veritas from a mere idea to a vibrant organization.

D Arulmany

D Arulmany

LETTER FROM MD & CEO

Page 8: Solid Foundation, Stronger Growth. Report... · Limited Karvy Selenium Tower, Plot No.31-32, Gachibowli, ... Adjudged as the best participant in the MSOP training which she underwent

PROFILE OF DIRECTORS

05Veritas Finance Private Limited

Mr. M. Sivaraman is an Independent Director of Veritas Finance. He is the former

Managing Director of GIC Housing Finance Ltd. and a veteran in the financial services

with more than three decades of experience spreading across Corporate Finance,

Accounting and Secretarial functions.

He is a Fellow Chartered Accountant (FCA) and a Company Secretary (ACS) by

profession. He is also a FIII (Fellow Member of the Federation of Insurance Institutes in

India).M. SivaramanIndependent Director

Mr. N. Mohan Raj is an Independent Director of Veritas Finance. He is the former

Director & Chief Executive Officer of LIC Nomura Mutual Fund and Executive Director

of Life Insurance Corporation. He is a seasoned professional with rich experience

spanning over three decades in financial services cutting across insurance, mutual

fund and investments.

As a Nominee of LIC, he served on Boards of many companies including Punjab

Tractors Ltd, HEG, Larsen &Toubro, Grasim Industries Ltd and Venture Funds like UTI

VF, India Value Fund and IDFC Fund.

He holds a Masters in Economics from Loyola College, Chennai.

N. MohanrajIndependent Director

Mr. Venkatesh Natarajan is the Nominee Director of Sarva Capital LLC, Mauritius. He

is the Managing Partner of Lok Advisory Services and has been involved in

microfinance and impact investing for 10+ years. He serves as a director on the

boards of many small finance banks like including Ujjivan and Suryoday

Microfinance.

He holds an MBA from Cornell University and an M.S. in Electrical Engineering from

Arizona State in Tempe.Venkatesh NatarajanNominee Director

Mr. D.Arulmany, is the Managing Director & CEO of Veritas Finance. He has more

than two decades of experience most of which is in the financial services industry.

Before starting Veritas, he was associated with Aptus Value Housing Finance as

President & CEO since inception.

Arul has done his Post Graduate program in Management from IRMA, Anand and his

graduation in Bachelor of Business Administration (BBA) with Madurai Kamaraj

University. He has also done his GMP from University of Michigan.D. Arulmany

MD & CEO

Page 9: Solid Foundation, Stronger Growth. Report... · Limited Karvy Selenium Tower, Plot No.31-32, Gachibowli, ... Adjudged as the best participant in the MSOP training which she underwent

06Annual Report 2016-17

PROFILE OF SENIOR MANAGEMENT TEAM

J. Prakash Rayen is the Chief Operating Officer at Veritas Finance. He has over 20

years of experience in the BFSI segment, spearheading the Technology initiatives of the

retail assets division across organizations like DCB Bank, Cholamandalam etc.

Prior to Veritas, he was at Aptus Value Housing, where he had been responsible for

setting up the entire IT platform of the organization from scratch, identifying and

putting in place right solutions for the lending product and managing the

technological challenges coinciding with the growth of the organization and leading

the many IT innovations.

He is a post graduate in computer applications (MCA) from St. Joseph’s College,

Trichy. He is also a qualified oracle database administrator.

V.G. Suchindran is the Chief Financial Officer at Veritas Finance. He has experience of

more than 16 years in capital markets and development finance industry across

organizations like Equitas, Citibank, Cholamandalam etc.

Prior to Veritas, he was the CEO of IFMR Investment Adviser Services Private Limited,

the fund management and investment advisory arm of IFMR Trust, where he

successfully launched the fund platform in the alternative investment fund space.

He is a qualified Chartered Accountant (FCA), Cost & Management Accountant

(Grad. CMA), and Company Secretary (ACS).

Nicholes Antony heads the vertical on working capital loans at Veritas Finance. He

comes with more than two decades of experience in housing finance industry across

organizations namely DHFL and Mahindra Rural Housing.

Prior to joining Veritas, he was with Mahindra Rural Housing Finance as DGM

(Operations) where he was overseeing the business, credit and collection verticals. He

set up the operations in South India commencing the business in 2008 with a six

member team and built a strong distribution network of 100 branches with over 600

employees in a span of six years.

S. Sheik Abdullah heads the vertical on mortgage based loans at Veritas Finance for

South. He has more than a decade of experience in financial services with

organisations including Shriram Transport Finance, Cholamandalam etc. in areas of

lending loans towards commercial vehicles and in the mortgage lending space.

Prior to joining Veritas, Sheik was working in Aptus Value Housing. organisations

including Shriram Transport Finance, Cholamandalam Investments and Finance.

He has Bachelor's Degree in Engineering and has undergone Management Training

in IIM Kozhikode.

J. Prakash RayenChief Operating Officer

V.G. SuchindranChief Financial Officer

L. Nicholes AntonySenior Vice President –Working Capital

S. Sheik AbdullahSenior Vice President

Mortgage Sales - South

Page 10: Solid Foundation, Stronger Growth. Report... · Limited Karvy Selenium Tower, Plot No.31-32, Gachibowli, ... Adjudged as the best participant in the MSOP training which she underwent

PROFILE OF SENIOR MANAGEMENT TEAM

07Veritas Finance Private Limited

R. Krishnaraj heads the Credit function at Veritas Finance. He has rich experience of over two decades cutting across credit, operations, risk management, recovery and collections.

Before joining Veritas, he was with Cholamandalam as DGM Credit / Operations – Vehicle Finance. He is credited with introduction of many new innovations and first to adapt and put in place any new initiatives including Risk Scoring Model, Lean Cell Concept etc. in the Vehicle Finance vertical.

He is an MBA graduate from PSG Institute of Technology. R KrishnarajVice President - Credit

D. Kanchana Srikanth heads the Legal function at Veritas Finance. She has more than 19 years of experience in Legal, Litigation, Documentation issues with specific reference to Mortgages. She has rich experience in banking and financial services sectors and has worked in several organizations including Vijaya Bank, Lakshmi Vilas Bank, Cholamandalam etc.

Prior to Veritas Finance, she was with Aptus Value Housing spearheading the several legal recovery actions through arbitration, Sec. 138 of NI Act, Civil and Criminal cases against willful default customers.

She is a law graduate and holds the professional Degree in Law (B.A, B.L) from Dr.Ambedkar Law College, Chennai.

D. Kanchana SrikanthVice President - Legal

Priyanka I Misser is the Company Secretary at Veritas Finance. Priyanka, a School Topper, holds a Bachelor’s Degree in Accounting and Finance from MOP Vaishnav College and is a Qualified Company Secretary (ACS) from the Institute of Company Secretaries of India. She has also completed CA (Inter) and pursuing her Finals. Adjudged as the best participant in the MSOP training which she underwent as part of the CS curriculum, Priyanka has always excelled in all her academic pursuits.

Apart from studies, she has also won several prizes for Extempore, Writing, Quiz Competition and Singing. An avid Blogger, Priyanka is also passionate about writing poetries and short stories. Priyanka I Misser

Company Secretary

Sekhar Vikas spearheads Veritas Finance’s foray into the Eastern States -West Bengal, Odisha, Jharkhand and Chhattisgarh. Sekhar has more than fifteen years of experience in financial services with focus on housing, mortgage & unsecured lending space. Sekhar brings with him an ability to build and manage a large team of sales people for range of financial products. Apart from directly managing a large team of field executives, he has also handled channel partners and has developed and trained large no of DSAs apart from direct sales teams.

He has also been responsible for setting up new branches and vast distribution networks across the eastern states like West Bengal, Odisha, Jharkhand and has excelled in every organization he has been part of. Prior to joining Veritas, Sekhar was working in organizations including Shriram City Union, Cholamandalam Investments and Finance, HDB, CBOP, HSBC.

He has done his Post Graduation Degree in Management from Devi Ahilyabai University, Indore.

Sekhar VikasVP – Mortage Sales - East

Page 11: Solid Foundation, Stronger Growth. Report... · Limited Karvy Selenium Tower, Plot No.31-32, Gachibowli, ... Adjudged as the best participant in the MSOP training which she underwent

08Annual Report 2016-17

DIRECTORS' REPORT

Dear Shareholders,

Your Directors have immense pleasure in presenting the

second annual report of your Company being the first full

year of operations, together with the audited financial

statements for the financial year ended March 31, 2017.

Background:

Veritas Finance was founded with the intent of meeting the

financial needs of the micro and small enterprises in the

informal segment. Veritas Finance continued the focus on

financial inclusion during the year with introduction of a

new loan product for working capital.

Financial Results:

Dividend:

Your Directors do not recommend for any dividend for the

year under review.

Transfer to Reserves:

In the absence of profits, your Company has not made

any transfers to reserves during the year under review. The

transfer of 20% of profits to statutory reserve is not

applicable as there was no profit during the year.

Amount in INR Lakhs

ParticularsPeriod ended

March 31, 2017

Deposits:

Your Company is registered as NBFC-ND and does not

accept any deposits. Hence, no deposit was accepted

from the public for the year ended March 31, 2017.

Capital Adequacy Ratio:

Your Company had a Capital to Risk Adjusted Assets ratio

of 42.15% against the statutory requirement of 15% due

to higher capital base and lower leverage. Tier 2 capital

includes the 1% provision made towards Standard Assets

against the requirement of 0.25% prescribed by RBI.

Borrowings:

Your Company has diversified funding sources from ten

different lenders with one Private Sector Bank, two

Housing Finance Companies and seven NBFCs. Funds

were raised in line with Company’s Business Plan through

medium and short term loans as well as cash credit.

During the year, your Company raised Rs.90 Crores in

term loans and Rs.2 Crores in cash credit. No interest

payment on term loans or cash credit or principal

repayment of the Term Loans was due and unpaid as on

March 31, 2017. The assets of the Company which are

available by way of security are sufficient to discharge the

claims of the lenders as and when they become due.

Operational Highlights:

Some of the highlights for the year ended March 31, 2017

are:

1) The Company disbursed Rs.105 Crores during the

period resulting in the assets under management of

Rs.92.31 Crores.

2) The Company has 38 branches and 31 micro centres

with 6 Regional offices at Coimbatore, Trichy, Salem,

Madurai, Tirunelveli and Puducherry.

Market Overview:

The MSME sector plays an important role in the growth of

the Indian economy. In addition to generating

employment and reducing poverty, the sector also plays a

crucial role in developing the rural economy and

promoting indigenous technologies. This vibrant sector,

however, is plagued by many constraints which hinder its

Income from Operations 1267.02

Less: Employee cost 791.82

Other Operating Cost 717.02

(Loss)/Profit before Depreciation & Tax (241.82)

Less: Depreciation 41.75

(Loss)/Profit Before Tax (283.57)

Less: Tax Expenses -

(Loss)/Profit After Tax (283.57)

Add: Brought forward Profit / (Loss) -

Less: Transfer to reserves -

Balance Carried Forward (283.57)

Earnings per share (basic)(in Rs.) (1.86)

Earnings per share (diluted)(in Rs.) (1.86)

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09Veritas Finance Private Limited

growth. Among many of these constraints which affect the

sector, lack of finance or inadequate financial support

seems to be the key growth constraint. There are many

research findings on the sector which suggest that all

other growth constraints like lack of market linkage,

competent manpower, infrastructure, obsolete

technology etc. can be largely linked to the inadequate

credit flow to the sector.

The Financial institutions which rely heavily on core

banking technology infrastructure and CRM systems,

generally find it difficult to corroborate the financial

information from the micro enterprises, for an objective

credit analysis and hence often tend to decline these

proposals. Also, they do not have a decentralized

decision making environment where local branch staff,

who is aware of these enterprises can take credit decisions

based on subjective parameters. Given the size and scale

of these institutions, and the far reaching consequences of

such a move, it is difficult to assume that these institutions

would be able to change the current process and address

this issue any sooner.

Hence, despite the huge demand for debt in the sector,

the presence of formal financial institutions are limited to

a few banks and some large NBFCs, for the reasons

mentioned above.

However, in the recent times, one has seen a flurry of

activity level in the sector. Government on its part is

working on developing a viable lending environment

through the launch of Mudra Bank. Realizing the latent

potential of the segment, there are many new start-ups

which have come up in different parts of the country, each

approaching to address the heterogeneous group of

MSMEs in their own way..

Future outlook:

Veritas Finance has built a significant presence in 66

locations across Tamil Nadu and plans to increase the

presence to 100 locations during FY 2017-18. Also,

Veritas will be commencing business in the states of West

Bengal and Karnataka during the first quarter of FY 2017-

18.

While the latent potential in market segment Veritas

Finance plans to operate is well known, Veritas is also well

aware of the challenges in the business. Lending in an

extremely unorganized segment where assessment of the

credit worthiness of the customer, understanding their

business and earning model, background of the

customer and their living style, indebtedness, repayment

culture etc., calls for strong credit appraisal skills. Veritas

Finance backed by people who have decades of

experience in the informal segment, is aware that this

unique ability to assess the segment, in the long run,

would differentiate Veritas Finance from other NBFCs and

give Veritas Finance sustained growth.

Capital Infusion & Change in Ownership Structure:

The Company was capitalized with Rs.43.60 Crores at the

beginning of the financial year.

Further capital of Rs.1.25 Crores was raised during the

year ended March 31, 2017 from existing investor at a

price of Rs.25 per share including a premium of Rs.15 per

share.

RBI Guidelines:

The Company has complied with all applicable

regulations of the Reserve bank of India.

Compliance:

The Company has complied with all the mandatory

regulatory compliances as required under the

Companies Act, various tax statutes and other regulatory

bodies. The whole time Company Secretary was

appointed during the year.

Board of Directors:

During the year ended March 31, 2017, there was no

change in the composition of the Board of Directors.

Pursuant to the provisions of section 149 of the

Companies Act, 2013, Mr. M. Sivaraman and Mr. N.

Mohanraj Nair, who were appointed as Independent

Directors in the First AGM held on June 10, 2016 have

submitted a declaration that each of them meets the

criteria of independence as provided in section 149(6) of

the Act and there has been no change in the

DIRECTORS' REPORT

Page 13: Solid Foundation, Stronger Growth. Report... · Limited Karvy Selenium Tower, Plot No.31-32, Gachibowli, ... Adjudged as the best participant in the MSOP training which she underwent

10Annual Report 2016-17

detect and prevent frauds and to protect the Company’s

resources. These measures have helped in ensuring the

adequacy of internal financial controls commensurate

with the scale of operations of the company.

Extract of the Annual Return:

Pursuant to the provisions of Section 134(3)(a) and

Section 92(3) read with Rule 12(1) of the Companies

(Management and Administration) Rules, 2014, extract of

Annual Return in Form No. MGT-9 is annexed with this

report as ‘Annexure-I’.

Particulars of Loans, Guarantees or Investments under

Section 186 of Companies Act, 2013:

The Company being a Non-Banking Financial Company,

provisions of Section 186 of the Companies Act, 2013, is

not applicable.

Particulars of Contracts or Arrangements with Related

Parties under Section 188(1) of Companies Act, 2013:

The Company has not entered into any transaction with

the related parties in terms of Section 188 of the

Companies Act, 2013, during the period under review.

Conservation of Energy, Technology Absorption, Foreign

Exchange Earnings and Outgo:

The Company has no activity relating to conservation of

energy and technology absorption and the requirement

of disclosure of particulars relating to conservation of

energy and technology absorption in terms of Rule 8 of

the Companies (Accounts) Rules, 2014 does not arise.

However, your Company has been increasingly using

information technology in its operations and promotes

conservation of resources. During the year under review,

there were no foreign exchange earnings or expenditure

in the Company.

Particulars of Employees:

In accordance with the provisions of Section 197 (12) of

the Companies Act, 2013, read with Rules 5(1), 5(2) and

5(3), of the Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2014, the name and

other particulars of employees are to be set out in the

annexure forming part of the Annual Report. However, as

circumstances which may affect their status as

independent director during the year.

Key Management Personnel:

As at the Board Meeting held on September 30, 2016,

Ms. Priyanka I. Misser was appointed as Company

Secretary with effect from October 1, 2016. There were

no other changes in the composition of ‘Key Managerial

Personnel’ during the year.

Statutory Auditors:

Pursuant to the provisions of Sections 139 and 141 of the

Companies Act, 2013, M/s. BSR & Co. LLP, Chartered

Accountants, were appointed as Statutory Auditors of the

Company to hold office up to the financial year 2020-21

subject to the ratification by the members at every Annual

General Meeting to be held during their term. The Board

hereby recommends the ratification of M/s BSR & Co. LLP,

Chartered Accountants as statutory auditors of the

company for financial year 2017-18, to the Shareholders

at the ensuing Annual General Meeting.

Subsidiary / Joint Ventures / Associate Companies:

As on March 31, 2017, the Company does not have any

subsidiaries, joint ventures or associate companies.

Material changes and commitments:

There are no material changes and commitments,

affecting the financial position of the company which

have occurred between the end of the financial year of the

company to which the financial statements relate and the

date of the report.

Corporate Governance Report:

A report on Corporate Governance is attached and forms

part of the Directors’ Report.

Committees

Details on composition of various Committees of the

Board and number of Meetings of Board & Committees

are given in the Corporate Governance Report.

Internal Financial control:

The Company’s resources are directed and monitored in

a properly controlled manner. Procedures are set so as to

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11Veritas Finance Private Limited

DIRECTORS' REPORT

per provisions of Section 136 (1) of the Companies Act,

2016, read with relevant proviso of the Companies Act,

2013 the Annual Report is being sent to members

excluding the aforesaid information. The said

information is available for inspection at the Registered

Office of the Company. Any member interested in

obtaining such particulars may write to the Company and

the same will be furnished without any fee and free of

cost.

Dematerialization of Shares:

The equity shares and CCPS of the Company have been

admitted for dematerialization by National Securities

Depository Limited (NSDL) with ISIN Nos.INE448U01011

and INE448U03017.

Board Meetings held during the year:

During the year, eight meetings of the Board of Directors

was held on May 5, 2016, June 15, 2016, July 21, 2016,

September 30, 2016, November 10, 2016, February 9,

2017, March 15, 2017 and March 20, 2017 and the gap

between two meetings were not more than 120 days.

Directors Responsibility Statement:

To the best of their knowledge and belief, and according

to the information and explanations obtained by them,

your Directors confirm the following in terms of Section

134(3)(c) of the Companies Act, 2013:

a. that in preparation of the annual financial statements

for the year ended March 31, 2017, the generally

accepted accounting principles (GAAP) of India and

applicable accounting standards issued by Institute of

Chartered Accountants of India have been followed

along with proper explanations to material

departures, if any;

b. that appropriate accounting policies have been

selected and applied consistently and judgments and

estimates that are reasonable and prudent have been

made so as to give a true and fair view of the state of

affairs of the Company at the end of the financial year

and of the profit or loss of the Company for year

ended March 31, 2017;

c. that they have taken proper and sufficient care for the

maintenance of adequate accounting records in

accordance with the provisions of the Companies Act,

2013 for safeguarding the assets of the Company and

for preventing and detecting fraud and other

irregularities.

d. that the Company has established internal control

systems over financial reporting and operating

controls, for the prevention and detection of frauds

and errors. The framework is reviewed periodically by

Management and tested by an independent firm

conducting internal audits. Based on the periodical

testing, the framework is strengthened from time to

time ensure adequacy and effectiveness of internal

financial controls;

e. that the annual accounts have been prepared on a

going concern basis.

f. that proper systems to ensure compliance with the

provisions of all applicable laws were in place and

that such systems were adequate and operating

effectively..

Vigil Mechanism / Whistle Blower Policy

The Company as part of the ‘vigil mechanism’ has in

place a ‘Whistle Blower Policy’ to deal with instances of

fraud and mismanagement, if any. The Whistle Blower

Policy has been placed on the website of the Company.

During the year under review, no whistle blower

complaint was received.

Policy on Prevention of Sexual Harassment

Policy on Prevention and Redressal of Sexual Harassment

at Workplace is in place as per the provisions of the Sexual

Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013. The said policy is

uploaded on the website of the Company. During the year

under review, no complaint of harassment was received.

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12Annual Report 2016-17

Disclosure of Orders passed by Regulators or Courts or

Tribunal:

No significant and material orders have been passed by

any Regulator or Court or Tribunal which can have an

impact on the going concern status and the Company’s

operations in future.

Employee Stock Option Scheme:

The information pertaining to ESOS in terms of Rule 12(9)

of the Companies (Share Capital and Debentures) Rules,

2014 are annexed and forms part of this report.

Employees Relationship:

The employees at all ranks of the Company have

extended their whole-hearted cooperation to the

Company for the smooth conduct of the affairs of the

Company and the employee relations of the Company

have been cordial. Your Directors wish to place on record

their appreciation to all the employees for their

contribution to the performance of the Company.

Acknowledgement:

Your Directors take this opportunity to thank the

shareholders, customers, employees, bankers, non-bank

lenders, mutual funds, financial institutions, auditors,

Reserve Bank of India, other Regulatory authorities for

their co-operation and continued support to the

Company. We look forward to their continued patronage

and encouragement in all our future endeavours.

Date: April 29, 2017

Place: Chennai

On behalf of the Board of Directors,

For Veritas Finance Private Limited,

M. Sivaraman

Director

N. Mohanraj

Director

D. Arulmany

Managing Director

& CEO

REPORT ON CORPORATE GOVERNANCE

Corporate Governance is the commitment of an

organization to follow ethics, fair practices and

transparency in all its dealings with its various

stakeholders such as Customers, Employees, Lenders,

Investors, Government and the Community at large.

Sound corporate governance is the result of external

marketplace commitment and legislation plus a healthy

board culture which directs the policies and philosophy of

the organization. Your Company is committed to good

Corporate Governance in all its activities and investment

advisory processes.

Corporate Governance Philosophy

Veritas Finance’s philosophy on corporate governance

envisages adherence to the highest levels of

accountability, transparency and fairness, in all areas of

its operations and in all interactions with its stakeholders.

The Board shall work to ensure the success and continuity

of the Company’s business through the appointment of

qualified management and through on-going monitoring

to assure the Company’s activities are conducted in a

responsible, ethical and transparent manner.

Board of Directors

In terms of the Corporate Governance philosophy all

statutory and other significant material information is

placed before the Board of Directors to enable it to

discharge its responsibility of strategic supervision of the

Company as trustees of the Shareholders. The Board

currently consists of four Directors. There are two

Independent Directors, one Nominee Director of the

Investor apart from the Managing Director and CEO. The

Company is in the process of inducting one more

independent director.

During the financial year ended 31 March 2017, eight (8)

Board Meetings were held with a gap of not more than

120 days between any two meetings. Particulars of the

Directors’ attendance to the Board Meeting and

particulars of their other company directorships and

committee memberships are given below:

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13Veritas Finance Private Limited

REPORT ON CORPORATE GOVERNANCE

Changes in Board Constitution

During the year ended March 31, 2017, no changes took

place in the constitution of the Board.

At the Extra-ordinary general Meeting of the Company

held on 18th March 2016, Mr. Venkatesh Natarajan has

been appointed as Nominee Director of Sarva Capital

LLC and is not liable to retire by rotation as long as Sarva

Capital LLC maintains the minimum threshold of shares

as specified in the Articles of Association of the Company.

Mr. M. Sivaraman and Mr. N. Mohanraj Nair, who were

appointed as Independent Directors in the AGM held on

June 10, 2016 and they hold office upto the date of

ensuing Annual General Meeting. It is proposed to re-

appoint Mr. M. Sivaraman and Mr. N. Mohanraj Nair as

Independent Directors.

Committees of the Board

The Audit & Risk Management Committee and

Nomination & Remuneration Committee of the Board

were constituted on 28th March 2016. The Board fixes the

terms of reference of committees and also delegated

powers from time to time. The minutes of the meetings of

the committee are circulated to the Board for its

information and confirmation.

Audit and Risk Management Committee:

The Audit & Risk Management Committee shall provide

advice and overall guidance to the Company regarding

the audit, accounting policies, implementation and

monitoring of risk management and internal control

practices of the Company.

During the year ended 31 March 2017, Four (4) meetings

of the Committee were held on May 5, 2016, July 21,

2016, November 10, 2016, February 9, 2017.

Terms of reference

The role and responsibilities of the Committee shall

include, but not be restricted to:

1. Oversight of the Company’s financial reporting

process and the disclosure of its financial

information to ensure that the Financial Statement

is correct, sufficient and credible.

2. Recommending to the Board, the appointment, re-

appointment and, if required, the replacement or

removal of the Statutory Auditor and the audit fees

for the same

3. Reviewing, with the management, the quarterly and

annual Financial Statements before submission to

the Board for approval, with particular reference to:

Name / Date of Nature of No. of Directorships Board Meetings attended

Appointment Directorship excluding the Company (Meetings held after the

appointment as Director

till Resignation, wherever

applicable)

D. Arulmany Managing Director & Nil 8 (8)

(April 30, 2015) CEO (First Director)

M. Sivaraman Independent Director Nil 8 (8)

(May 28, 2015)

N. Mohanraj Nair Independent Director 2 8 (8)

(December 1, 2015)

Venkatesh Natarajan Director (Nominee of 5 8 (8)

(March 18, 2016) Sarva Capital LLC)

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14Annual Report 2016-17

12. Laying down guidelines on KYC norms

13. Review on quarterly basis the securitization/

bilateral assignment transactions and investment

activities of the Company.

14. Annual review of the Company’s Policies framed

pursuant to RBI Guidelines and suggests changes, if

any required, to the Board for adoption.

The Audit & Risk Management Committee shall

mandatorily review the following information:

1. Management discussion and analysis of financial

condition and results of operations;

2. Statement of significant related party transactions (as

defined by the Audit & Risk Management Committee),

submitted by management;

3. Management letters / letters of internal control

weaknesses issued by the Statutory Auditors;

4. Internal audit reports relating to internal control

weaknesses.

Composition & Meetings

The Committee currently has three members who have

extensive experience across investments, insurance,

mutual funds and housing finance:

1. Mr. N. Mohanraj, Chairman

2. Mr. M. Sivaraman

3. Mr. Venkatesh Natarajan

Nomination and Remuneration Committee:

The Nomination & Remuneration Committee shall

provide advice and overall guidance to the Company

regarding the nomination of Directors, implementation

and monitoring of ESOP Schemes and remuneration

practices of the Company.

During the year ended 31 March 2017, Four (3) meetings

of the Committee was held on May 5, 2016, November

10, 2016, March 20, 2017.

Terms of reference

The role and responsibilities of the Committee shall

include, but not be restricted to:

a. a. Matters required to be included in the Director’s

Responsibility Statement to be included in the

Board’s report in terms of sub-section 5 of section

134 of the Companies Act, 2013

b. Changes, if any, in accounting policies and

practices and reasons for the same.

c. Major accounting entries involving estimates based

on the exercise of judgment by management

d. Significant adjustments made in the Financial

Statements arising out of audit findings

e. Compliance with accounting and other legal

requirements relating to Financial Statements

f. Disclosure of any related party transactions

g. Qualifications in the draft Audit Report.

4. Reviewing, with the management, performance of

Statutory and Internal Auditors, adequacy of the

internal control systems.

5. Reviewing the adequacy of internal audit function,

if any, including the structure of the internal audit

department, staffing and seniority of the official

heading the department, reporting structure

coverage and frequency of internal audit.

6. Discussion with Internal Auditors any significant

findings and follow up there on.

7. Reviewing the findings of any internal

investigations by the Internal Auditors into matters

where there is suspected fraud or irregularity or a

failure of internal control systems of a material

nature and reporting the matter to the Board.

8. Discussion with Statutory Auditors before the audit

commences, about the nature and scope of audit

as well as post-audit discussion to ascertain any

area of concern.

9. Laying down and review of procedures relating to

risk assessment & risk minimization to ensure that

executive management controls risk through

means of a properly defined framework.

10. Credit and Portfolio Risk Management.

11. Operational and Process Risk Management.

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15Veritas Finance Private Limited

REPORT ON CORPORATE GOVERNANCE

a. a. To review the structure, size and composition

(including the skills, knowledge and experience) of the

Board at least annually and make recommendations

on any proposed changes to the Board to complement

the Company’s corporate strategy;

b. To identify individuals suitably qualified to become

B o a r d m e m b e r s a n d s e l e c t o r m a k e

recommendations to the Board on the selection of

individuals nominated for Directorships;

c. To assess the independence of Independent Non-

Executive Directors;

d. To review the results of the Board performance

evaluation process that relate to the composition of

the Board;

e. To make recommendations to the Board on the

appointment or re-appointment of Directors and

succession planning for Directors, in particular the

Chairman and the Chief Executive.

f. To recommend remuneration payable to Non-

Executive Directors of the Company from time to time.

g. Annual appraisal of the performance of the Managing

Director and fixing his terms of remuneration.

h. Administration of ESOPs to employees as per the

ESOP Scheme as approved from time to time.

Composition & Meetings

The Committee currently has three members including

the Nominee Director and two independent members

who have extensive experience across investments,

insurance, mutual funds and housing finance:

1. Mr.Venkatesh Natarajan, Chairman

2. Mr. N. Mohanraj

3. Mr. M. Sivaraman

Remuneration of Non-Executive Directors

As a policy, the Company pays sitting feesof Rs.25,000/-

for every meeting to Independent Directors for attending

Board or Committees constituted of the Board, with effect

from 18th January, 2016.

General Body Meetings

During the period from April 30, 2015 to March 31,

2016, seven Extraordinary General Meetings were held

as per details given below:

Date Type of Time Venue meeting

April 19, EGM 10:30 am Registered2016 office of the Company

March 3, EGM 10:00 am Registered2017 office of the Company

All the proposed resolutions, including special

resolutions, were passed by the shareholders as set out in

their respective Notices.

Compliance Report

The board reviews the compliance of all applicable laws

every quarter and gives appropriate directions, wherever

necessary.

Risk Management

The Company keeps the Board informed periodically of

the significant risks associated with the business of the

company and the various risk identification and

mitigation processes put in place by the management.

Disclosures

The particulars of transactions between the Company

and its related parties, as defined in Accounting Standard

18, are set out in the financial statements. There were no

material transactions with related parties 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 interest of company at large.

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M. Sivaraman

Director

DIN: 02045100

N. Mohanraj

Director

DIN: 00181969

D. Arulmany

Managing Director & CEO

DIN: 00009981

On behalf of the Board of Directors,

For Veritas Finance Private Limited,

Place: Chennai

Date: April 29, 2017

16Annual Report 2016-17

Address for Correspondence

Veritas Finance Private Limited

2nd Floor, ‘Economist House’, S-15,

Thiru Vi Ka Industrial Estate, Guindy,

Chennai – 600032, Tamil Nadu, India

Tel.: +91 44 4615 0011

E-mail: [email protected]

Website:http://www.veritasfin.in

Category Number of Shares % of total

Promoter & 5,000,000 32.68%

Relatives

Resident 5,250,000 34.31%

Individual

Investors

Employees & 3,850,000 25.16%

their Relatives

Institutional 1,200,100 7.84%

Investors

Total 1,53,00,100 100.00%

Category Number of Shares % of total

Institutional 1,07,99,900 100.00%

Investors

Total 1,07,99,900 100.00%

Preference:General Shareholder Information

Financial year: st stApril 1 to March 31

Shareholding pattern as on March 31, 2017

Equity:

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17Veritas Finance Private Limited

CERTIFICATE BY A COMPANY SECRETARY IN PRACTICE

I have examined the registers, records and books and

papers of M/s. Veritas Finance Private Limited(the

Company) as required to be maintained under the

Companies Act, 2013 (the Act) and the rules made

thereunder for the financial year ended on 31/03/2017.

In my opinion and to the best of my information and

according to the examinations carried out by me and

explanations furnished to me by the company, its officers

and agents, and wherever applicable, I certify that:

A. The Annual Return states the facts as at the close of

the aforesaid financial year correctly and

adequately.

B. During the aforesaid financial year the Company

has complied with provisions of the Act & Rules made

there under in respect of:

1. Its status under the Act;

2. Maintenance of registers/records & making

entries therein within the time prescribed

thereof;

3. the company has, in general, filed the forms

and returns with the Registrar of Companies

and Regional Director within the prescribed

time;

4. Calling/ convening/ holding meetings of

Board of Directors and the meetings of the

members of the company on due dates as

stated in the annual return in respect of which

meetings, proper notices were given and the

proceedings have been properly recorded in

the Minute Book/registers maintained for the

purpose and the same have been signed;

5. Being Private Limited Company, Closure of

Register of Members / Security holders is not

applicable to the Company.

6. No advances/loans to its directors and/or

persons or firms or companies referred in

section 185 of the Act were given by the

Company during the year under review;

7. No contracts/arrangements were entered with

related parties as specified in section 188 of the

Act;

8. Issue or allotment or transfer or alteration of

share capital and issue of security certificates in

all instances; The Company has not made any

transfer, transmission, split of securities or buy

back of securities / redemption of preference

shares or debentures or reduction of share

capital/ conversion of shares/ securities.

9. There was no instance of keeping in

abeyance the rights to dividend, rights shares

or bonus shares pending registration of

transfer of shares during the period under

review;

10. The company has not declared and paid

dividend during the year under review; there

was no amount pending for transfer of unpaid/

unclaimed dividend/other amounts as

applicable to the Investor Education and

Protection Fund in accordance with section 125

of the Act;

11. Signing of audited financial statement as per

the provisions of section 134 of the Act and

report of directors is as per sub - sections (3),

(4) and (5) thereof;

12. The const i tu t ion/ appointment/ re -

appointments/ retirement/ filling up casual

vacancies / disclosure of the Directors, Key

Managerial Personnel and the remuneration

FORM NO. MGT-8

[Pursuant to section 92(2) of the Companies Act, 2013 and

Rule 11(2) of Companies (Management and Administration) Rules, 2014]

COMPANY CIN: U65923TN2015PTC100328

M/s. VERITAS FINANCE PRIVATE LIMITED

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18Annual Report 2016-17

16. Borrowings from public financial institutions,

banks and others and creation / modification /

satisfaction of charges in that respect,

wherever applicable;

17. The company has not provided loans,

investments or guarantees or provided

securities to other bodies corporate or persons

falling under the provisions of section 186 of

the Act ;

18. The company has altered the provisions of the

Memorandum and Articles of Association of

the Company and complied with the provisions

of the Act;

paid to them; There was no filling up casual

vacancies of the Directors during the year

under review.

13.Aappointment/ reappointment of auditors as

per the provisions of section 139 of the Act;

14. The company has obtained the approvals of

Registrar of Companies for alteration of

Memorandum and Articles of Association of

Company. The Company has not obtained any

another approval from the Central

Government, Tribunal, Regional Director,

Court or such other authorities under the

various provisions of the Act;

15. The Company, being a non-deposit taking

Non-Banking Finance Company (NBFC-ND),

the provisions of Section 73 to 76 of

Companies Act, 2013 with respect to

acceptance / renewal / repayment of deposit is

not applicable.

Place: Chennai

Date: April 29, 2017

Rajashree S Iyer

Company Secretary

C.P. No. :10096

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19Veritas Finance Private Limited

a. Options approved to be issued as ESOPs

b. Options Granted

c. Options Vested

d. Options Exercised

e. The total no. of shares arising as a result of exercise of option

f. Options Lapsed/surrendered

g. Variation of terms of option

h. Total number of options in force

i. Money realized by exercise of options

j. (a) Details of options granted to Key Managerial personnel

(b) Any other employee who received a grant of Option amounting to 5% or more of Options granted during the period ended 31st March 2017

(c) Identified employees who were granted Options, during the period ended 31st March 2017, equal or exceeding 1% of the issued capital of the Company at the time of grant

k. Diluted Earnings per Share (EPS) pursuant to iusse of shares on exercise of Option calculated in accordance with Accounting Standard – 20

l. The exercise Price of Options

30,00,000

30,00,000

7,80,000

Nil

Nil

Nil

Nil

30,00,000

Nil

Nil

Mr. Nicholes Antony - Senior Vice President - Working Capital was granted 1,00,000 additional options in Batch 2.

He was granted 1,00,000 options in Batch 1.

Nil

NA

Exercise Price was Rs.10 for 26,00,000 Options (Batch 1 granted on 18.01.2016)

Exercise Price was Rs.20 for 3,00,000 Options (Batch 2 granted on 10.11.2016)

Exercise Price was Rs.20 for 1,00,000 Options (Batch 3 granted on 20.03.2017)

Nature of Disclosures Particulars

ANNEXURE I

VERITAS Employees Stock Option Scheme (VERITAS ESOS), 2016.

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20Annual Report 2016-17

FORM NO. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31/03/2017

[Pursuant to Section 92(3) of the Companies Act, 2013, and

Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

S.No Name and Description of NIC Code of the % to total turnover

main products / services Product / service of the company

1 Extending credit to micro and small K-64-64920 86.68% of Gross Income

enterprises typically self-employed

small business.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

S. N0 NAME AND ADDRESS OF THE COMPANY CIN/GLN HOLDING/ SUBSIDIARY /

ASSOCIATE

NOT APPLICABLE

(I) CIN: U65923TN2015PTC100328

(ii) Registration Date 30.04.2015

(iii) Name of the Company VERITAS FINANCE PRIVATE LIMITED

(iv) Category / Sub-category of the Company Company Limited by Shares /

Non-Govt Company

(v) Address of the Registered office and contact details S-15, 2nd Floor, Economist House,

Thiru-Vi-Ka Industrial Estate,

Guindy, Chennai – 600 032

Tamil Nadu, India.

Tel: +91 - 044 – 46150011

Email id: [email protected]

(vi) Whether Listed Company No

(vii) Name and Address of Registrar & Transfer Agents (RTA) Karvy Computershare Private Limited

Karvy Selenium Tower,

Plot No.31-32, Gachibowli,

Financial District, Nanakramguda,

Hyderabad – 500032. Telangana, India

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21Veritas Finance Private Limited

(1) Indian

a) Individual/

HUF - 50,00,000 50,00,000 33.78 - 50,00,000 50,00,000 32.68 (1.1)

b) Central

Govt - - - - - - - - -

c) State

Govt(s) - - - - - - - - -

d) Bodies

Corp. - - - - - - - - -

e) Banks/ FI - - - - - - - - -

f) Any other - - - - - - - - -

(i) Relatives

of Directors - - - - - - - - -

Sub Total (A)(1) - 50,00,000 50,00,000 33.78 - 50,00,000 50,00,000 32.68 (1.1)

(2) Foreign

a) NRI

Individuals - - - - - - - - -

b) Other

Individuals - - - - - - - - -

c) Bodies

Corp. - - - - - - - - -

d) Banks/ FI - - - - - - - - -

e) Any other - - - - - - - - -

Subtotal(A)(2) - - - - - - - - -

Total shareholding

of Promoter (A) =

(A)(1) + (A)(2) - 50,00,000 50,00,000 33.78 - 50,00,000 50,00,000 32.68 (1.1)

IV. SHARE HOLDING PATTERN

A. Equity

(A) Promoters

Category

of

Shareholders

No. of Shares held at the beginning of the year No. of Shares held at the end of the year

Demat Physical Total% of Total

SharesDemat Physical Total

% of TotalShares

% of Changeduring

the year

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22Annual Report 2016-17

(B) Public Shareholding

Category

of

Shareholders

No. of Shares held at the beginning of the year No. of Shares held at the end of the year

Demat Physical Total% of Total

SharesDemat Physical Total

% of TotalShares

% of Changeduring

the year

1. Institutions

a) Mutual

Funds - - - - - - - - -

b) Banks/ FI - - - - - - - - -

c) Central

Govt - - - - - - - - -

d) State

Govt(s) - - - - - - - - -

e) Venture

Capital

Funds - - - - - - - - -

f) Insurance

Companies - - - - - - - - -

g) FIIs - - - - - - - - -

h) Foreign

Venture

Capital

Funds - - - - - - - - -

i) Others - - - - - - - - -

Sub-total (B)(1):- - - - - - - - - -

2. Non-Institutions

a) Bodies

Corp.

i) Indian - 12,00,000 12,00,000 8.11 12,00,000 - 12,00,000 7.84 (0.27)

ii) Overseas - 100 100 0.00 100 - 100 0.00 0.00

b) Individuals

i)Individual

shareholders

holding

nominal

share capital

upto Rs. 1 lakh - - - - - - - - -

ii)Individual

shareholders

holding

nominal share

capital in

excess of

Rs.1 lakh - 86,00,000 86,00,000 58.11 76,50,000 14,50,000 91,00,000 59.48 1.37

c) Others (specify) - - - - - - - -

Sub-total (B)(2):- 98,00,100 98,00,100 66.22 88,50,100 64,50,000 103,00,100 67.32 1.37

Total Public Shareholding (B)=(B)(1)+ (B)(2) - 98,00,100 98,00,100 66.22 88,50,100 64,50,000 103,00,100

67.32 1.1

C. Shares held by Custodian for GDRs & ADRs - - - - - - - - -

Grand Total (A+B+C) - 1,48,00,100 1,48,00,100 100 88,50,100 64,50,000 1,53,00,100 100 -

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23Veritas Finance Private Limited

B. Shareholding of Promoters :

S.No.

Shareholding at the end of the year

No. ofShares

% of Changeduring

the year% of Total

Shares

% of SharesPledged/

encumbered

Shareholding at the begining of the year

No. ofShares

% of TotalShares

% of SharesPledged/

encumbered

Shareholders'Name

1

2

D Arulmany

Vidya Arulmany &D Arulmany

45,00,000

5,00,000

30.40

3.38

--

--

45,00,000

5,00,000

29.41

3.27

--

--

(0.99)

(0.11)

S.No.Particulars

Cumulative Shareholding during the yearShareholding at the beginning of the year

% of total sharesof the company

No. ofShares

% of total sharesof the company

No. ofShares

1 SAVITA S PAI

At the beginning of the year 17,50,000 11.82 17,50,000 11.82

Date wise Increase / Decrease in

Shareholding during the year - - - -

At the end of the year 17,50,000 11.44 17,50,000 11.44

2 P SURENDRA PAI

At the beginning of the year 17,50,000 11.82 17,50,000 11.82

Date wise Increase / Decrease in

Shareholding during the year - - - -

a) 05.05.2016 – Allotment of shares 5,00,000 - 22,50,000 -

At the end of the year 22,50,000 11.82 22,50,000 14.71

3 J PRAKASH RAYEN

At the beginning of the year 15,00,000 10.14 15,00,000 10.14

Date wise Increase / Decrease in

Shareholding during the year - - - -

At the end of the year 15,00,000 9.80 15,00,000 9.80

4 V G SUCHINDRAN

At the beginning of the year 12,50,000 8.45 12,50,000 8.45

Date wise Increase / Decrease in

Shareholding during the year - - - -

At the end of the year 12,50,000 8.17 12,50,000 8.17

D. Shareholding Pattern of Top Ten Shareholders:

C. Change In Promoters’ Shareholding: Nil

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24Annual Report 2016-17

S.No.Particulars

Cumulative Shareholding during the yearShareholding at the beginning of the year

% of total sharesof the company

No. ofShares

% of total sharesof the company

No. ofShares

5 CASPIAN IMPACT INVESTMENT ADVISER PRIVATE LIMITED

At the beginning of the year 12,00,000 8.11 12,00,000 8.11

Date wise Increase / Decrease in

Shareholding during the year - - - -

At the end of the year 12,00,000 7.84 12,00,000 7.84

6 V C KUMANAN

At the beginning of the year 500,000 3.38 5,00,000 3.38

Date wise Increase / Decrease in

Shareholding during the year - - - -

At the end of the year 500,000 3.27 5,00,000 3.27

7 SHEIKIMMAM SHEIK ABDULLAH

At the beginning of the year 250,000 1.69 250,000 1.69

Date wise Increase / Decrease in

Shareholding during the year - - - -

At the end of the year 250,000 1.63 250,000 1.63

8. K VENKATESH

At the beginning of the year 500,000 3.38 500,000 3.38

Date wise Increase / Decrease in

Shareholding during the year - - - -

At the end of the year 500,000 3.27 500,000 3.27

9. SYLVIA PRAKASH

At the beginning of the year 500,000 3.38 500,000 3.38

Date wise Increase / Decrease in

Shareholding during the year - - - -

At the end of the year 500,000 3.27 500,000 3.27

10 R LAVANYA

At the beginning of the year 250,000 1.69 250,000 1.69

Date wise Increase / Decrease in

Shareholding during the year - - - -

At the end of the year 250,000 1.63 250,000 1.63

D. Shareholding Pattern of Top Ten Shareholders (Contd..):

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25Veritas Finance Private Limited

S.No.

Cumulative Shareholding during the yearShareholding at the beginning of the year

% of total sharesof the company

No. ofShares

% of total sharesof the company

No. ofShares

For Each of the Directorsand KMP

1 D. Arulmany

At the beginning of the year 45,00,000 30.40 45,00,000 29.41

Date wise Increase / Decrease in

Promoters Shareholding during the year - - - -

At the end of the year 45,00,000 30.40 45,00,000 29.41

2 J. Prakash Rayen

At the beginning of the year 15,00,000 10.14 15,00,000 9.80

Date wise Increase / Decrease in

Promoters Shareholding during the year - - - -

At the end of the year 15,00,000 10.14 15,00,000 9.80

3 V. G. Suchindran

At the beginning of the year 12,50,000 8.45 12,50,000 8.17

Date wise Increase / Decrease in

Promoters Shareholding during the year - - - -

At the end of the year 12,50,000 8.45 12,50,000 8.17

E. Shareholding of Directors and Key Managerial Personnel:

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26Annual Report 2016-17

V. INDEBTEDNESS: Nil

Secured Loans

excluding deposits

Unsecured

Loans

TotalIndebtedness

Deposits

Indebtedness at the beginning of thefinancial year

i) Principal Amount - - - -

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total (i+ii+iii) - - - -

Change in Indebtedness during the financial year

* Addition 77,00,00,000 - - 77,00,00,000

* Reduction 6,13,75,845 - - 6,13,75,845

Net Change 70,86,24,155 - - 70,86,24,155

Indebtedness at the end of the financial year

i) Principal Amount 70,86,24,155 - - 70,86,24,155

ii) Interest due but not paid - - - -

iii) Interest accrued but not due 8,79,851 - - 8,79,851

Total (i+ii+iii) 70,95,04,006 - - 70,95,04,006

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27Veritas Finance Private Limited

B. Remuneration to other Directors:

S.No.Particulars of Remuneration

Name of Directors

Mr. M Sivaraman Mr. N Mohanraj

TotalAmount (Rs)

Fee for attending board / committee meetings 3,75,000 3,75,000 7,50,000

Commission -- -- --

Others, please specify -- -- --

Total (1) 3,75,000 3,75,000 7,50,000

1. Independent Directors

2. Other Non-Executive Directors

Fee for attending board / committee meetings -- -- --

Commission -- -- --

Others, please specify -- -- --

Total (2) -- -- --

Total (B)=(1+2) 3,75,000 3,75,000 7,50,000

Total Managerial Remuneration 55,50,000

Overall Ceiling as per the Act NA

VI) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

S.No.

TotalAmount

(Rs)

Name of MD/WTD/Manager

Particulars of Remuneration

1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 48,00,000 48,00,000

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 -- --

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 -- --

2 Stock Option -- –

3 Sweat Equity -- –

4 Commission -- –

5 Others, please specify -- –

Total (A)=(1+4+5) 48,00,000 48,00,000

Ceiling as per the Act NA

Mr. D Arulmany (MD)

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28Annual Report 2016-17

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL

Note: This pertains only for the period from 01.10.2016 to 31.03.2017.

M. Sivaraman

Director

DIN: 02045100

N. Mohanraj

Director

DIN: 00181969

D. Arulmany

Managing Director & CEO

DIN: 00009981

On behalf of the Board of Directors,

For Veritas Finance Private Limited,

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD:

S.No. Particulars of Remuneration Name of Directors

Mr. J PrakashRayen (COO)

Ms. Priyanka I. Misser (CS) (Note)

TotalAmount (Rs)

1. Gross salary (in Rs.)

(a) Salary as per provisions contained in

section 17(1) of the Income-tax Act, 1961 37,44,000 37,44,000 2,58,358 77,46,358

(b) Value of perquisites u/s 17(2) Income-tax

Act, 1961 - - -

(c) Profits in lieu of salary under section 17(3)

Income- tax Act, 1961 - - -

Employee Stock Options (in nos.) 15,00,000 5,00,000 - 20,00,000

Sweat Equity - - - -

Commission - - - -

Others, please specify - - - -

Total (C) (1+4+5) 37,44,000 37,44,000 2,58,358 77,46,358

Ceiling as per the Act NA

2.

3.

4.

5.

Mr. V.G. Suchindran (CFO)

Place: Chennai

Date: April 29, 2017

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Veritas Finance Private Limited29

We conducted our audit in accordance with the Standards

on Auditing specified under Section 143(10) of the Act.

Those Standards require that we comply with ethical

requirements and plan and perform the audit to obtain

reasonable assurance about whether the financial

statements are free from material misstatement.

An audit involves performing procedures to obtain audit

evidence about the amounts and the disclosures in the

financial statements. The procedures selected depend on

the auditors' judgment, including the assessment of the

risks of material misstatement of the financial statements,

whether due to fraud or error. In making those risk

assessments, the auditor considers internal financial

control relevant to the Company's preparation of the

financial statements that give a true and fair view in order

to design audit procedures that are appropriate in the

circumstances. An audit also includes evaluating the

appropriateness of the accounting policies used and the

reasonableness of the accounting estimates made by the

Company's Directors, as well as evaluating the overall

presentation of the financial statements.

We believe that the audit evidence obtained by us, is

sufficient and appropriate to provide a basis for our audit

opinion on the financial statements.

Opinion

In our opinion, and to the best of our information and

according to the explanations given to us, the aforesaid

financial statements give the information required by the

Act in the manner so required and give a true and fair

view in conformity with the accounting principles

generally accepted in India, of the state of affairs of the

Company as at 31 March 2017, and its loss and its cash

flows for the year ended on that date.

Report on other legal and regulatory requirements

1. As required by the Companies (Auditor's Report) Order,

2016 ("the Order"), issued by the Central Government of

India in terms of sub-section (11) of Section 143 of the

Act, we enclose in the "Annexure A" a statement on the

matters specified in paragraphs 3 and 4 of the said

Order.

2. As required by Section 143(3) of the Act, we report

INDEPENDENT AUDITORS' REPORT TO THE

MEMBERS OF VERITAS FINANCE PRIVATE LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements

of Veritas Finance Private Limited ("the Company"), which

comprise the balance sheet as at 31 March 2017, the

statement of profit and loss and the cash flow statement

for the year then ended, and a summary of significant

accounting policies and other explanatory information.

Management’s Responsibility for the Financial

Statements

The Company's Board of Directors is responsible for the

matters stated in Section 134(5) of the Companies Act,

2013 ("the Act") with respect to the preparation and

presentation of these financial statements that give a true

and fair view of the financial position, financial

performance and cash flows of the Company in

accordance with the accounting principles generally

accepted in India, including the Accounting Standards

specified under Section 133 of the Act, read with Rule 7 of

the Companies (Accounts) Rules, 2014. This

responsibility also includes maintenance of adequate

accounting records in accordance with the provisions of

the Act for safeguarding of the assets of the Company and

for preventing and detecting frauds and other

irregularities; selection and application of appropriate

accounting policies; making judgments and estimates

that are reasonable and prudent; and design,

implementation and maintenance of adequate internal

financial controls, that were operating effectively for

ensuring the accuracy and completeness of the

accounting records, relevant to the preparation and

presentation of the financial statements that give a true

and fair view and are free from material misstatement,

whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these

financial statements based on our audit.

We have taken into account the provisions of the Act, the

accounting and auditing standards and matters which

are required to be included in the audit report under the

provisions of the Act and the Rules made thereunder.

AUDITOR'S REPORT

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30Annual Report 2016-17

that:

(a) We have sought and obtained all the information

and explanations which to the best of our

knowledge and belief, were necessary for the

purpose of our audit.

(b) In our opinion, proper books of account as

required by law have been kept by the Company

so far as appears from our examination of those

books.

(c) The balance sheet, the statement of profit and

loss, and the cash flow statement dealt with by this

report are in agreement with the books of

account.

(d) In our opinion, the aforesaid financial statements

comply with the Accounting Standards specified

under Section 133 of the Act, read with Rule 7 of

the Companies (Accounts) Rules, 2014.

On the basis of written representations received from the

directors as on 31 March 2017, taken on record by the

Board of Directors, none of the directors is disqualified as

on 31 March 2017 from being appointed as a director in

terms of Section 164(2) of the Act.

(f) With respect to the adequacy of the internal

financial controls over financial reporting of the

Company and the operating effectiveness of such

controls, refer to our separate report in "Annexure

B"; and

(g) With respect to the other matters to be included in

the Auditor's Report in accordance with Rule 11 of

the Companies (Audit and Auditors) Rules, 2014,

in our opinion and to the best of our information

and according to the explanations given to us:

i The Company does not have any pending

litigations which would impact its financial

position.

ii The Company did not have any long-term

contracts including derivative contracts for

which there were any material foreseeable

losses.

iii There were no amounts which were required

to be transferred to the Investor Education and

Protection Fund by the Company.

iv The Company has provided requisite

disclosures in the financial statements as to

holdings as well as dealings in Specified Bank

Notes during the period from 8 November

2016 to 30 December 2016. However, we are

unable to obtain sufficient and appropriate

audit evidence to report on whether the

disclosures are in accordance with books of

account maintained by the Company and as

produced to us by the Management – Refer

Note 39.

For B S R & Co. LLP

Chartered Accountants

ICAI Firm Registration No: 101248W/W-100022

S Sethuraman

(Partner)

(Membership No. 203491)

CHENNAI,

Date : 29 April 2017

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31Veritas Finance Private Limited

AUDITOR'S REPORT

(vi) The Central Government has not prescribed the

maintenance of cost records under section 148(1) of

the Act, for any of the services rendered by the

Company. Accordingly, paragraph 3(vi) of the Order

is not applicable.

(vii) (a) According to the information and explanations

given to us and on the basis of our examination of

the records of the Company, amounts

deducted/accrued in the books of account in

respect of undisputed statutory dues including

provident fund, employees' state insurance,

income-tax, service tax and any other material

statutory dues have been generally deposited

regularly during the year by the Company with the

appropriate authorities. As explained to us, the

Company did not have any dues on account of

sales tax, value added tax, wealth tax, duty of

customs, duty of excise and cess.

According to the information and explanations

given to us, no undisputed amounts payable in

respect of provident fund, employees' state

insurance, income-tax, service tax and any other

material statutory dues were in arrears as at 31

March 2017 for a period of more than six months

from the date they became payable.

(b) According to the information and explanations

given to us, there are no dues of income tax and

service tax, which have not been deposited with

the appropriate authorities on account of any

dispute.

(viii)In our opinion and according to the information and

explanations given to us, the Company has not

defaulted in repayment of dues to its bankers or to any

financial institutions. The Company did not have any

outstanding loans or borrowings to government or

dues to debenture holders during the year.

(ix) In our opinion and according to the information and

explanations given to us, the Company has not raised

any money by way of initial public offer or further

public offer (including debt instruments). However the

Company has raised term loans during the year. In

our opinion and according to the information and

ANNEXURE A TO THE INDEPENDENT AUDITOR'S

REPORT TO THE MEMBERS OF VERITAS FINANCE

PRIVATE LIMITED FOR THE YEAR ENDED 31

MARCH 2017

(i) (a) The Company has maintained proper records

showing full particulars, including quantitative

details and situation of fixed assets.

(b) The Company has a regular programme of

physical verification of its fixed assets by which

fixed assets are verified in a phased manner over

a period of two years. In accordance with this

programme, certain fixed assets were verified

during the year and no material discrepancies

were noticed on such verification. In our opinion,

this periodicity of physical verification is

reasonable having regard to the size of the

Company and the nature of its assets.

(c) According to the information and explanations

given to us and on the basis of our examination of

the records of the Company, the Company does

not hold any immovable properties and

accordingly, paragraph 3(i)(c) of the Order is not

applicable.

(ii) The Company is a Non-Deposit taking Non-banking

Financial Company (NBFC-ND) and primarily

engaged in lending activities; accordingly it does not

hold any physical inventories. Thus, paragraph 3(ii) of

the Order is not applicable.

(iii) The Company has not granted any loan, secured or

unsecured to companies, firms, limited liability

partnerships or other parties covered in the register

required under Section 189 of the Companies Act,

2013. Accordingly, paragraph 3(iii) of the Order is

not applicable.

(iv) The Company does not have any loan, investment,

guarantees and security which requires compliance

under Sections 185 and 186 of the Companies Act,

2013. Accordingly, paragraph 3(iv) of the Order is

not applicable.

(v) The Company has not accepted deposits from the

public. Accordingly, paragraph 3(v) of the Order is

not applicable.

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32Annual Report 2016-17

explanations given to us, the term loans taken by the

Company have been applied for the purpose for

which they were raised.

(x) According to the information and explanations given

to us, no fraud on or by the Company by its officers or

employees has been noticed or reported during the

course of our audit.

(xi) The Company being a private Company, the

provisions of section 197 read with schedule V to the

Companies Act, 2013 is not applicable.

(xii) In our opinion and according to the information and

explanations given to us, the Company is not a Nidhi

company. Accordingly, paragraph 3(xii) of the Order

is not applicable.

(xiii) According to the information and explanations given

to us and based on our examination of the records of

the Company, transactions with the related parties are

in compliance with sections 177 and 188 of the Act

where applicable and details of such transactions

have been disclosed in the financial statements as

required by the applicable accounting standards.

(xiv) The Company has during the year offered shares for

private placement and has complied with the

provisions of Section 42, of the Companies Act, 2013.

According to the information and explanations given

to us and based on our examination of the records of

the Company, the amount so raised have been used

for the purpose for which the funds were raised.

(xv) According to the information and explanations given

to us and based on our examination of the records of

the Company, the Company has not entered into non-

cash transactions with directors or persons connected

with him. Accordingly, paragraph 3(xv) of the Order is

not applicable.

(xvi) According to the information and explanations given

to us and based on our examination of the records of

the Company, the Company has obtained the

certificate of registration dated 15 October 2015,

required under section 45-IA of the Reserve Bank of

India Act 1934.

For B S R & Co. LLP

Chartered Accountants

ICAI Firm Registration No: 101248W/W-100022

S Sethuraman

(Partner)

(Membership No. 203491)

CHENNAI,

Date : 29 April 2017

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33Veritas Finance Private Limited

AUDITOR'S REPORT

Guidance Note require that we comply with ethical

requirements and plan and performthe audit to obtain

reasonable assurance about whether adequate internal

financial controls over financial reporting was established

and maintained and if such controls operated effectively

in all material respects.

Our audit involves performing procedures to obtain audit

evidence about the adequacy of the internal financial

controls system over financial reporting and their

operating effectiveness. Our audit of internal financial

controls over financial reporting included obtaining an

understanding of internal financial controls over financial

reporting, assessing the risk that a material weakness

exists, and testing and evaluating the design and

operating effectiveness of internal control based on the

assessed risk. The procedures selected depend on the

auditor's judgment, including the assessment of the risks

of material misstatement of the financial statements,

whether due to fraud or error.

We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our audit

opinion on the Company's internal financial controls

system over financial reporting.

Meaning of Internal Financial Controls over Financial

Reporting

A company's internal financial control over financial

reporting is a process designed to provide reasonable

assurance regarding the reliability of financial reporting

and the preparation of financial statements for external

purposes in accordance with generally accepted

accounting principles. A company's internal financial

control over financial reporting includes those policies

and procedures that

(1) pertain to the maintenance of records that, in

reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the

company; (2) provide reasonable assurance that

transactions are recorded as necessary to permit

preparation of financial statements in accordance with

generally accepted accounting principles, and that

receipts and expenditures of the company are being

made only in accordance with authorisations of

ANNEXURE B TO THE INDEPENDENT AUDITOR'S

REPORT TO THE MEMBERS OF VERITAS FINANCE

PRIVATE LIMITED FOR THE YEAR ENDED 31

MARCH 2017

Report on the Internal Financial Controls under

Clause (i) of Sub-section 3 of Section 143 of the

Companies Act, 2013 ("the Act")

We have audited the internal financial controls over

financial reporting of Veritas Finance Private Limited ("the

Company") as of 31 March 2017 in conjunction with our

audit of the financial statements of the Company for the

year ended on that date.

Management's Responsibility for Internal Financial

Controls

The Company's management is responsible for

establishing and maintaining internal financial controls

based on the internal control over financial reporting

criteria established by the Company considering the

essential components of internal control stated in the

Guidance Note on Audit of Internal Financial Controls

over Financial Reporting (the "Guidance Note") issued by

the Institute of Chartered Accountants of India ('ICAI').

These responsibilities include the design, implementation

and maintenance of adequate internal financial controls

that were operating effectively for ensuring the orderly

and efficient conduct of its business, including adherence

to company's policies, the safeguarding of its assets, the

prevention and detection of frauds and errors, the

accuracy and completeness of the accounting records,

and the timely preparation of reliable financial

information, as required under the Companies Act,

2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the

Company's internal financial controls over financial

reporting based on our audit. We conducted our audit in

accordance with the Guidance Note and the Standards

on Auditing, issued by ICAI and deemed to be prescribed

under section 143(10) of the Companies Act, 2013, to the

extent applicable to an audit of internal financial controls,

both applicable to an audit of Internal Financial Controls

and, both issued by the ICAI. Those Standards and the

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34Annual Report 2016-17

management and directors of the company; and (3)

provide reasonable assurance regarding prevention or

timely detection of unauthorised acquisition, use, or

disposition of the company's assets that could have a

material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over

Financial Reporting

Because of the inherent limitations of internal financial

controls over financial reporting, including the possibility

of collusion or improper management override of

controls, material misstatements due to error or fraud

may occur and not be detected. Also, projections of any

evaluation of the internal financial controls over financial

reporting to future periods are subject to the risk that the

internal financial control over financial reporting may

become inadequate because of changes in conditions, or

that the degree of compliance with the policies or

procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects,

an adequate internal financial controls system over

financial reporting and such internal financial controls

over financial reporting were operating effectively as at

31 March 2017, based on the internal control over

financial reporting criteria established by the Company

considering the essential components of internal control

stated in the Guidance Note issued by the ICAI.

For B S R & Co. LLP

Chartered Accountants

ICAI Firm Registration No: 101248W/W-100022

S Sethuraman

(Partner)

(Membership No. 203491)

CHENNAI,

Date : 29 April 2017

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35Veritas Finance Private Limited

Balance Sheet as at 31 March 2017

Particulars Note As at 31 Mar 2017 As at 31 Mar 2016

A EQUITY AND LIABILITIES

Shareholders' funds

Share capital 3 26,10,00,000 25,60,00,000

Reserves and surplus 4 13,99,09,159 16,07,66,081

40,09,09,159 41,67,66,081

Non-current liabilities

Long-term borrowings 5 30,77,38,451 - Long-term provisions 6 94,08,273 6,06,523

31,71,46,724 6,06,523

Current liabilities

Short-term borrowings 7 16,83,33,959 -

Trade payables 8 9,25,297 2,36,613

Other current liabilities 9 23,88,74,792 11,13,983 Short-term provisions 6 33,56,962 98,301

41,14,91,010 14,48,897

TOTAL 1,12,95,46,893 41,88,21,501

B ASSETS

Non-current assets

Fixed assets

- Tangible assets 10.1 1,40,17,998 36,90,060

- Intangible assets 10.2 37,69,584 3,86,378

- Intangible fixed assets under development 10.2 85,73,750 62,36,250

Deferred tax asset (net) 11 - -

Long-term loans and advances

- Receivables under financing activities 12 75,92,37,153 5,14,24,066

- Other loans and advances 13 54,46,918 12,04,310

Other non-current assets 14 68,83,761 - 79,79,29,164 6,29,41,064

Current assets

Short-term loans and advances

- Receivables under financing activities 12 14,70,23,997 96,82,585

- Other loans and advances 13 39,40,894 25,52,683

Cash and bank balances 15 16,73,92,502 34,26,61,456

Other current assets 16 1,32,60,336 9,83,713

33,16,17,729 35,58,80,437

Total 1,12,95,46,893 41,88,21,501

Significant accounting policies 2

In Rupees

The notes referred to above form an integral part of the financial statements

As per our report of even date attachedfor B S R & Co. LLPChartered AccountantsICAI Firm Registration No. 101248W/W-100022

S Sethuraman Partner

(Membership No. 203491)

Date: April 29, 2017Place: Chennai

V. G. Suchindran

Chief Financial Officer

M. Sivaraman Director

N. Mohanraj Director

D. ArulmanyManaging Director& CEO

For and on behalf of the Board of Directors

Priyanka I Misser

Company Secretary

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36Annual Report 2016-17

Statement of Profit and Loss for the year ended 31 March 2017In Rupees

The notes referred to above form an integral part of the financial statements

As per our report of even date attachedfor B S R & Co. LLPChartered AccountantsICAI Firm Registration No. 101248W/W-100022

S Sethuraman Partner

(Membership No. 203491)

Date: April 29, 2017Place: Chennai

V. G. Suchindran

Chief Financial Officer

M. Sivaraman Director

N. Mohanraj Director

D. ArulmanyManaging Director& CEO

For and on behalf of the Board of Directors

Priyanka I Misser

Company Secretary

Page 40: Solid Foundation, Stronger Growth. Report... · Limited Karvy Selenium Tower, Plot No.31-32, Gachibowli, ... Adjudged as the best participant in the MSOP training which she underwent

Cash Flow Statement for the year ended 31 March 2017

A. Cash flow from operating activities

Loss before tax (2,83,56,922) (1,92,33,919)

Adjustments for :

Depreciation and amortization 41,75,683 4,46,692

Contingent provision for standard assets 85,30,561 6,12,542

Provision for Non-Performing Assets 22,42,405 -

Finance costs 3,30,33,030 -

Loss on sale of fixed assets 38,005 -

Gain on sale of current investments (98,35,377) (25,91,692)

Operating cash flow before working capital changes 98,27,385 (2,07,66,377)

Changes in working capital:

(Increase) in receivables under financing activities (84,51,54,499) (6,11,06,651)

(Increase) in loans and advances (50,90,711) (36,05,183)

(Increase) in other assets (1,25,10,384) (9,83,713)

Increase in trade payables 6,88,684 2,36,613

Increase in other current liabilities 43,29,214 11,13,983

Increase in provision 12,87,445 92,282

Cash used by operations (84,66,22,866) (8,50,19,046)

Direct taxes paid (net) (5,40,108) (1,51,810)

Net cash used by operations (A) (84,71,62,974) (8,51,70,856)

B. Cash flow from investing activities

Purchase of fixed assets (2,02,84,331) (1,07,59,380)

Proceeds from sale of fixed assets 21,999 -

Bank deposits and other deposit (net) 8,00,00,000 (8,97,00,000)

Purchase of investments (4,76,75,00,000) (1,24,81,00,000)

Proceeds from sale of investments 4,77,73,35,377 1,25,06,91,692

Net cash provided/ (used) in investing activities (B) 6,95,73,045 (9,78,67,688)

C. Cash flows from financing Activities

Proceeds from issue of preference shares - 26,99,97,500

Proceeds from issue of equity shares 1,25,00,000 16,60,02,500

Proceeds from long term borrowings 60,00,00,000 -

Repayment of long term borrowings (5,97,09,805) -

Short term borrowings during the year (net) 16,83,33,959 -

Finance costs paid (3,21,53,179) -

Net Cash provided by financing activities (C ) 68,89,70,975 43,60,00,000

Contd.

In Rupees

ParticularsFor the Period from

30 Apr 2015 to

31 Mar 2016

For the

year ended

31 March 2017

37Veritas Finance Private Limited

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38Annual Report 2016-17

Net (decrease)/ increase in cash and cash equivalents (A) + (B) + (C) (8,86,18,954) 25,29,61,456

Cash and cash equivalents at the beginning of the year/ period 25,29,61,456 -

Cash and cash equivalents at the end of the year / period 16,43,42,502 25,29,61,456

As at As at 31 March 2017 31 March 2016

Notes to cash flow statement

Components of cash and cash equivalents:

(excluding deposits under lien)

Cash on hand 43,387 65

Balances with banks

- Current accounts 16,42,99,115 8,15,61,391

- Deposit accounts with original maturity of 3 months or less - 17,14,00,000

16,43,42,502 25,29,61,456

Significant accounting policies 2

In Rupees

ParticularsFor the Period from

30 Apr 2015 to

31 Mar 2016

For the

year ended

31 March 2017

The notes referred to above form an integral part of the financial statements

As per our report of even date attachedfor B S R & Co. LLPChartered AccountantsICAI Firm Registration No. 101248W/W-100022

S Sethuraman Partner

(Membership No. 203491)

Date: April 29, 2017Place: Chennai

V. G. Suchindran

Chief Financial Officer

M. Sivaraman Director

N. Mohanraj Director

D. ArulmanyManaging Director& CEO

For and on behalf of the Board of Directors

Priyanka I Misser

Company Secretary

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Notes forming part of the financial statements

Background

Veritas Finance Private Limited (CIN:U65923TN2015PTC100328) (‘the Company’) was incorporated on 30 April

2015.The Company has received the Certificate of Registration dated 15 October 2015 from the Reserve Bank of India

(“RBI”) to carry on the business of Non Banking Financial Institution without accepting deposits (“NBFC-ND”).

The Company is engaged in extending credit to micro and small enterprises typically self-employed business. The

Company follows the cash flow based credit assessment with suitable adaptations for each type of business, where the

loans are given for business expansion, working capital or for purchase of assets.

Significant accounting policies

2.1 Basis of preparation of financial statements

The financial statements have been prepared and presented under historical cost convention and accrual basis of

accounting, unless otherwise stated, and in accordance with the generally accepted accounting principles in India

(Indian GAAP) and conform to the statutory requirements, circulars, regulations and guidelines issued by Reserve

Bank of India (RBI) from time to time to the extent they have an impact on the financial statements and current practices

prevailing in India. The financial statements have been prepared to comply in all material aspects with the Accounting

Standards ("AS") notified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies

(Accounts) Rules, 2014 to the extent applicable. The Company follows the prudential norms for income recognition,

asset classification and provisioning as prescribed by the RBI for Non-deposit taking Non-Banking Finance

Companies (NBFC-ND).

2.2 Use of estimates

The preparation of financial statements in conformity with the GAAP requires management to make estimates and

assumptions that affect the reported amounts of revenues and expenses during the reporting period, reported

balance of assets and liabilities and disclosure of contingent liabilities as at the date of financial statements. Actual

results could differ from these estimates. Any revision to accounting estimates is recognized prospectively in current

and future periods.

2.3 Cash Flow Statement:

Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions

of a non–cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from

regular revenue generating, financing, and investing activities of the Company are segregated. Cash flows in foreign

currencies are accounted at average monthly exchange rates that approximate the actual rates of exchange

prevailing at the dates of the transactions.

2.4 Revenue recognition:

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the

revenue can be reliably measured.

I. Interest income is recognized in the statement of profit and loss on an accrual basis. In case of Non Performing

Assets (NPA) interest income is recognised upon realisation as per the RBI Guidelines. Interest accrued and not

realised before the classification of the asset as an NPA is reversed in the month in which the loan is classified as NPA.

ii. Upfront /processing fees are recovered and recognised at the time of disbursement of loan / receipt.

iii. Interest income on other deposits are recognised on a time proportion basis. Income from dividend is recognized in

the statement of profit and loss when the right to receive is established.

iv. Profit / Loss on disposal of an investment is recognised at the time of such sale / redemption and is computed based

on weighted average cost.

39Veritas Finance Private Limited

Note 1

Note 2

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40Annual Report 2016-17

Fixed Asset Description Estimated Useful Life

Computers and accessories 3 Years

Office Equipment 5 Years

Furniture and Fixtures 5 Years

Improvements to leasehold premises are depreciated over the primary lease period or 5 years, whichever is lower.

Intangible assets are amortized over their estimated useful life on straight line method as follows:

2.5 Tangible fixed assets, intangible fixed assets and intangible fixed assets under development

Fixed assets are stated at cost less accumulated depreciation and impairment losses, if any. The cost of fixed assets

includes non-refundable taxes, duties, freight and other incidental expenses incurred directly related to the acquisition

and installation of the asset. Subsequent expenditure on fixed assets after their purchase / completion is capitalized,

only if such expenditure results in an increase in the future benefits from such asset beyond its previously assessed

standard of performance.

The cost of intangible fixed assets not ready for the intended use at each balance sheet date is disclosed as intangible

fixed assets under development.

2.6 Impairment

The Company determines periodically whether there is any indication of impairment of the carrying amount of its

assets. The recoverable amount (higher of net selling price and value in use) is determined for an individual asset,

unless the asset does not generate cash inflow that are largely independent of those from other assets or group of

assets. The recoverable amounts of such asset are estimated, if any indication exists and impairment loss is

recognized wherever the carrying amount of the asset exceeds its recoverable amount. Where it is not possible to

estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-

generating unit to which the asset belongs.

2.7 Depreciation and Amortization:

Depreciation on tangible fixed assets is provided on pro-rata basis (i.e. from the date on which the asset is ready to

use) on straight-line method. Depreciation on fixed assets is provided over the useful lives of the asset, as estimated by

the management based on internal technical assessment. If the management’s estimate of the useful life of a fixed

asset at the time of acquisition of the asset or of the remaining useful life on a subsequent review is shorter than that

envisaged, depreciation is provided at a higher rate based on the management’s estimate of the useful life /

remaining useful life. Pursuant to this policy, the estimated useful life of assets are as follows:

Fixed Asset Description Estimated Useful Life

Intangible Assets – Computer Software License period or 3 years, whichever is lower

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2.8 Borrowing costs

Borrowing costs include interest and ancillary costs that the Company incurs in connection with the borrowings. Costs

in connection with the borrowing of funds to the extent not directly related to the acquisition of qualifying assets are

charged to the Statement of Profit and Loss at the time of availment of the loan.

2.9 Loan origination costs

Brokerage, commission and other costs paid at the time of acquisition of loans are charged to the Statement of Profit

and Loss.

2.10 Foreign exchange transactions

Foreign currency transactions are recorded into Indian Rupees using the exchange rates prevailing at the date of the

transactions. Exchange differences arising on foreign exchange transactions settled during the year are recognized in

the Statement of Profit and Loss. Monetary assets and liabilities denominated in foreign currencies as at the Balance

sheet date are translated at the closing exchange rates on that date. Exchange differences arising on foreign exchange

transactions during the year and on restatement of monetary assets and liabilities are recognized in the Statement of

Profit and Loss.

2.11 Investments:

On initial recognition, all investments are measured at cost. The cost comprises purchase price and directly

attributable acquisition charges such as brokerage and fees.

Investments maturing within three months from the date of acquisition are classified as cash equivalents if they are

readily convertible into cash. Investments that are readily realizable and intended to be held for not more than a year

from the date of acquisition are classified as current investments. All other investments are classified as long-term

investments. However, that part of long term investments which is expected to be realized within 12 months after the

reporting date is also presented under ‘current assets’ as “current portion of long term investments”.

Long-term investments (including current portion thereof) are carried at cost less any other-than-temporary

diminution in value, determined separately for each individual investment.

Current investments are carried at the lower of cost and fair value.

Any reductions in the carrying amount and any reversals of such reductions are charged or credited to the Statement of

Profit and Loss.

2.12 Employee benefits:

Long-term employee benefits

Compensated absences which are not expected to occur within twelve months after the end of the period in which the

employee renders the related service are recognized as a liability at the present value of the defined benefit obligation

as at the Balance Sheet date.

Defined contribution plan

The Company's contribution to provident fund are considered as defined contribution plan and are charged as an

expense as they fall due based on the amount of contribution required to be made and when the services are rendered

by the employees.

Defined benefit plans

For defined benefit plans in the form of gratuity fund, the cost of providing benefits is determined using the Projected

Unit Credit method, with actuarial valuations being carried out at each balance sheet date. Actuarial gains and losses

are recognized in the Statement of Profit and Loss in the period in which they occur. Past service cost is recognized

immediately to the extent that the benefits are already vested and otherwise is amortized on a straight-line basis over

the average period until the benefits become vested. The retirement benefit obligation recognized in the Balance Sheet

represents the present value of the defined benefit obligation as adjusted for unrecognized past service cost, as

reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to past service cost, plus

the present value of available refunds and reductions in future contributions to the schemes.

41Veritas Finance Private Limited

Notes forming part of the financial statements

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42Annual Report 2016-17

Short-term employee benefits:

The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered

by employees are recognized during the year when the employees render the service. These benefits include

performance incentive and compensated absences which are expected to occur within twelve months after the end of

the period in which the employee renders the related service. The cost of such compensated absences is accounted as

under :

(a)in case of accumulated compensated absences, when employees render the services that increase their entitlement

of future compensated absences; and

(b) in case of non-accumulating compensated absences, when the absences occur.

Stock based compensation:

The Company measures compensation cost relating to employee stock options using intrinsic value method, in

accordance with the Guidance Note on Accounting for Employee Share-based Payments issued by Institute of

Chartered Accountants of India. The excess of fair value of shares on the date of grant over the exercise prices is

regarded as the compensation cost and is amortized over the vesting period of the option on a straight line basis.

2.13 Operating leases

Operating lease payments are recognized as an expense in the Statement of Profit and Loss on straight line basis over

the lease term.

2.14 Earnings per share:

Basic earnings per share is computed and disclosed using the weighted average number of common shares

outstanding during the year. Diluted earnings per share is computed and disclosed using the weighted average

number of common and dilutive common equivalent shares outstanding during the year, except when the results

would be anti-dilutive.

2.15 Income taxes

Income-tax expense comprises current tax (i.e. amount of tax for the period determined in accordance with the

income-tax law) and deferred tax charge or credit (reflecting the tax effects of timing differences between accounting

income and taxable income for the period). Income-tax expense is recognized in statement of profit and loss except

that tax expense relating to items recognized directly in reserves is also recognized in those reserves.

Current tax is measured at the amount expected to be paid to (recovered from) the taxation authorities, using the

applicable tax rates and tax laws. Deferred tax is recognized in respect of timing differences between taxable income

and accounting income i.e. differences that originate in one period and are capable of reversal in one or more

subsequent periods. The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are

recognized using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in

future; however, where there is unabsorbed depreciation or carried forward loss under taxation laws, deferred tax

assets are recognized only if there is a virtual certainty supported by convincing evidence that sufficient future taxable

income will be available against which such deferred tax assets can be realized. Deferred tax assets are reviewed as at

each balance sheet date and written down or written-up to reflect the amount that is reasonably/virtually certain (as

the case may be) to be realized.

2.16 Provisions, contingent liabilities and contingent assets

A provision is recognized when there is present obligation as a result of past event and it is probable that an outflow of

resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are

determined based on best estimates required to settle the obligation at the balance sheet date. These are reviewed at

each balance sheet date and adjusted to reflect the current management estimates. Loss contingencies arising from

claims, litigation, assessment, fines, penalties, etc., are recorded when it is probable that a liability has been incurred

and the amount can be reasonably estimated.

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Asset Classification Mortgage loan Working capital loan

Standard Assets Not Overdue or Overdue for less than Not Overdue or Overdue for less 90 days than 30 days

Non-Performing Assets (NPA)

Sub-Standard Assets Overdue for 90 days and more but up to Overdue for 30 days and more one year but up to 120 days

Doubtful Assets Overdue for more than one year Overdue for more than 120 days

Loss Assets Assets which are identified as loss asset Assets which are identified as by the Company or the internal auditor loss asset by the Company or the or the external auditor or by the internal auditor or the external Reserve Bank of India. auditor or by the Reserve Bank of India.

“Overdue” refers to interest and / or principal and / or installment remaining unpaid from the day it became

receivable.

Classification of Loans

43Veritas Finance Private Limited

2.17 Classification and provisioning on receivables from financing activities

a) Receivable from financing activities are recognised on disbursement of loan to customers. The details of the policy

are given below:

b) Receivable from financing activities are classified as standard, sub - standard and doubtful assets and provided for

as per the Company’s policy and Management’s estimates, subject to the minimum classification and provisioning

norms as per the Master Direction - Non-Banking Financial Company – Non-Systemically Important Non-Deposit

taking Company (Reserve Bank) Directions, 2016.

Asset Classification Secured Unsecured

Standard Assets (disclosed under Contingent 1% 1%provision against standard assets)

Non Performing Assets (NPA)

Sub-Standard Assets 10% 10% to 50%

Doubtful Assets 20% to 50% 100%

Loss Assets 100% 100%

c) Provisioning norms for loans:

d) Under exceptional circumstances, Management may renegotiate loans by rescheduling repayment terms for

customers who have defaulted in repayment but who appear willing and able to repay their loans under a longer

term agreement. Rescheduled Standard Assets are classified / provided for as Sub-Standard Assets as per (b)

above which classification / provisioning is retained for a period of 1 year of satisfactory performance.

Rescheduled Non Performing Assets are not upgraded but are retained at the original classification / provisioning

for a period of 1 year of satisfactory performance.

2.18 Operating cycle

Assets and liabilities are classified as current and non-current based on the operating cycle which has been estimated

to be 12 months. All assets and liabilities which are expected to be realized and settled, within a period of 12 months

from the date of Balance sheet have been classified as current and other assets and liabilities are classified as non-

current. All Non-Performing Assets are classified as non-current.

Notes forming part of the financial statements

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44Annual Report 2016-17

Particulars

3. Share Capital

(a) Authorized

Equity shares of Rs. 10 each 3,00,00,000 30,00,00,000 1,90,00,000 19,00,00,000

0.01% Compulsory convertible preference

shares of Rs. 10 each 3,20,00,000 32,00,00,000 1,10,00,000 11,00,00,000

6,20,00,000 62,00,00,000 3,00,00,000 30,00,00,000

(b) Issued, Subscribed and Fully Paid-up

Equity shares of Rs. 10 each 1,53,00,100 15,30,01,000 1,48,00,100 14,80,01,000

0.01% Compulsory convertible preference

shares of Rs. 10 each 1,07,99,900 10,79,99,000 1,07,99,900 10,79,99,000

2,61,00,000 26,10,00,000 2,56,00,000 25,60,00,000

a. Equity shares

At the beginning of the year/ period 1,48,00,100 14,80,01,000 - -

Issued during the year/period

(Refer Note below) 5,00,000 50,00,000 1,48,00,100 14,80,01,000

At the end of the year/ period 1,53,00,100 15,30,01,000 1,48,00,100 14,80,01,000

b. 0.01% Compulsory convertible

preference shares

At the beginning of the year/ period 1,07,99,900 10,79,99,000 - -

Issued during the year/ period - - 1,07,99,900 10,79,99,000

At the end of the year 1,07,99,900 10,79,99,000 1,07,99,900 10,79,99,000

Note:

On 5 May 2016, 500,000 Equity shares of Rs. 10 each fully paid up were issued at a premium of Rs. 15 per share.

Particulars

3.1 Reconciliation of Shares Outstanding at the beginning and at the end of the Year

As at 31 March 2016

Number of Shares Rs.

As at 31 March 2017

Number of Shares Rs.

As at 31 March 2016

Number of Shares Rs.

As at 31 March 2017

Number of Shares Rs.

Note 3

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3.3 Rights, preferences and restrictions attached to

A. Equity Shares

The Company has a single class of equity shares. Accordingly all equity shares rank equally with regard to dividends

and share in the Company's residual assets. The equity shares are entitled to receive dividend as declared from time to

time subject to payment of dividend to preference shareholders. Dividends are paid in Indian Rupees. Dividend

proposed by the Board of Directors, if any, is subject to the approval of the shareholders at the Annual General

Meeting, except in the case of interim dividend.

In the even of liquidation of the Company the holders of equity shares will be entitled to receive remaining assets of the

Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity

shares held by the shareholders.

B. 0.01% Compulsory Convertible Preference Shares

0.01% Compulsory Convertible Preference Shares (CCPS) having a par value of Rs. 10 is convertible in the ratio of 1:1

and are treated pari-passu with equity shares on all voting rights. The conversion shall happen at the option of the

preference shareholders. The CCPS if not converted by the preference shareholders shall be compulsorily converted

into equity shares upon any of the following events:

a. The date on which a new round of investment is made by a third party investor in the Company of not less than

Rs. 30,00,00,000 (Rupees Three hundred million only);

b. In connection with an IPO, immediately prior to the filing of an offer document (or equivalent document, by

whatever name called) with the competent authority or such later date as may be permitted under applicable Law

at the relevant time; and

c. The date which is 19 (nineteen) years from the date of allotment of the Series A CCPS i.e., 17 March 2035.

Till conversion, the holders of CCPS shall be entitled to a dividend of 0.01%, if any, declared upon profits of the

Company and a proportionate dividend, if any declared on equity shares on 'as converted' basis.

Particulars

Equity shares of Rs. 10 each

D. Arulmany 45,00,000 29.41% 45,00,000 30.41%

P. Surendra Pai 22,50,000 14.71% 17,50,000 11.82%

Savita S. Pai 17,50,000 11.44% 17,50,000 11.82%

J. Prakash Rayen 15,00,000 9.80% 15,00,000 10.14%

V.G. Suchindran 12,50,000 8.17% 12,50,000 8.45%

Caspian Impact Investment Adviser

Private Limited 12,00,000 7.84% 12,00,000 8.11%

0.01 % Compulsory Convertible Preference

Shares of Rs. 10 each

Sarva Capital LLC 1,07,99,900 100.00% 1,07,99,900 100.00%

As at 31 March 2016

Number of Shares % Holding

3.2 Details of Shareholders holding more than 5% Shares in the Company

45Veritas Finance Private Limited

As at 31 March 2017

Number of Shares % Holding

Notes forming part of the financial statements

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46Annual Report 2016-17

3 Employee Stock Option Scheme

On 8 January 2016, the shareholders of the Company have approved the Veritas Employees Stock Option Scheme

(Veritas ESOS), 2016. Under the plan, the Company is authorized to issue upto 30,00,000 equity shares of Rs. 10

each to eligible employees. Employees covered by the plan are granted an option to purchase shares of the Company

subject to certain vesting conditions. The plan will be administered by the 'Remuneration and Nomination Committee'

constituted by the Board of Directors of the Company. (Refer note 31)

4 Preferential Offer to Promoter

The Company through its Investment Agreement dated 30 November 2015 has provided certain preferential rights to

the Promoter of the Company, as detailed below:- The Promoter shall subscribe to 20,00,000 equity shares of the

Company at a pre-determined price of Rs.25 per share within

30 months from 31 January 2016

- The Promoter shall have an option to subscribe to additional 40,00,000 equity shares of the Company at a pre-

determined price of Rs.25 per share within 60 months from 31 January 2016.

As at 31 March 2017, there was no subscription received from the Promoter based on the aforesaid arrangement.

Particulars

4.1 Securities premium account

At the commencement of the year / period 18,00,00,000 -

Add: Premium received on Shares issued during the year / period 75,00,000 18,00,00,000

Balance as at the end of the year / period 18,75,00,000 18,00,00,000

4.2 Surplus/(deficit) in the Statement of profit and loss

At the commencement of the year / period (1,92,33,919) -

Add: Loss for the year / period (2,83,56,922) (1,92,33,919)

Balance as at the end of the year / period (4,75,90,841) (1,92,33,919)

13,99,09,159 16,07,66,081

Note:

The transfer of 20% of profits is not applicable as there was no profit during the year

As at

31 March 2016

As at

31 March 2017

Particulars

Term loans

- from bank (Secured) 1,17,64,706 - 70,58,823 -

- from others (Secured) 29,59,73,745 - 22,54,92,921 -

30,77,38,451 - 23,25,51,744 -

As at 31 March 2016

Note 5

Long-term borrowings

As at 31 March 2017

As at 31 March 2016

As at 31 March 2017

Non-current portion Current portion

Note 4

Reserves and Surplus

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47Veritas Finance Private Limited

Note 5.1

Terms of repayment of term loans:

Term loan

Term loans from bank 13.65 36 months 1,88,23,529 -

Term loans from others 13.50 to 15.00 24 to 36 months 52,14,66,666 -

Amount outstanding as

at 31 March 2017 Tenure of the Loan

Range of Rate of interest (%)

Amount outstanding as

at 31 March 2016

5.2 All the above loans are secured by specific charge on receivable under financing activities. The Company needs to

maintain a security cover ranging from 1 to 1.25 times of the outstanding loan amount at any point of time. Further,

the Company has given cash collateral amounting to Rs. 97,00,000 for the loans taken.

5.3 Interest rates vary amongst the loans between fixed and floating rates and are payable on a monthly basis. The

interest rates disclosed above represent the rates of interest as at 31 March 2017. The repayment of principal portion

is either on a monthly or a quarterly basis.

5.4 During the year the Company has not defaulted in the repayment of dues to its lenders.

Particulars

Contingent provision for standard assets 83,60,718 5,14,241 7,82,385 98,301

Provision for sub-standard assets - - 22,42,405 -

Provision for gratuity 5,54,136 92,282 3,108 -

Provision for compensated absences 4,93,419 - 3,29,064 -

94,08,273 6,06,523 33,56,962 98,301

As at 31 March 2016

Note 6

Provisions

As at 31 March 2017

As at 31 March 2016

As at 31 March 2017

Non-current portion Current portion

Particulars

Loans repayable on demand

Cash credit from bank (Secured) 1,83,33,959 -

Term loans from others (Secured) 15,00,00,000 -

16,83,33,959 -

As at

31 March 2016

As at

31 March 2017

Note 7

Short-term borrowings

Notes forming part of the financial statements

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48Annual Report 2016-17

Term loan

Cash credit from bank 14.00 Repayable on demand 1,83,33,959 -

Term loan from others 13.50 to 14.50 6 to 12 months 15,00,00,000 -

Amount outstanding as

at 31 March 2017 Tenure of the Loan

Range of Rate of interest (%)

Amount outstanding as

at 31 March 2016

Note 7.1

Terms of repayment of term loans:

7.2 All the above loans are secured by specific charge on receivable under financing activities. The Company needs to

maintain a security cover ranging from 1 to 1.1 times of the outstanding loan amount at any point of time.

7.3 Interest rates are fixed for the loans and are payable on a monthly basis.

7.4 During the year the Company has not defaulted in the repayment of dues to its lenders.

Note 8

Trade Payables

Particulars

Trade payables (note 30)

- dues to micro and small enterprises - -

- other payables 9,25,297 2,36,613

9,25,297 2,36,613

As at

31 March 2016

As at

31 March 2017

Note 9

Other Current Liabilities

Particulars

Current maturities of long term borrowings

- from banks (Refer note 5) 70,58,823 -

- from others (Refer note 5) 22,54,92,921 -

Interest accrued but not due on borrowings 8,79,851 -

Statutory dues payable 25,45,489 8,29,828

Dues to employees 12,17,889 -

Other liabilities 16,79,819 2,84,155

23,88,74,792 11,13,983

As at

31 March 2016

As at

31 March 2017

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Computers andAccessories

TotalParticulars

Gross block

Balance as at 30 April 2015 - - - - -

Additions 8,80,509 13,46,032 1,23,380 17,27,262 40,77,183

Disposals - - - - -

Balance as at 31 March 2016 8,80,509 13,46,032 1,23,380 17,27,262 40,77,183

Additions 25,21,030 60,07,690 14,86,343 41,94,855 1,42,09,918

Disposals - - - (73,106) (73,106)

Balance as at 31 March 2017 34,01,539 73,53,722 16,09,723 58,49,011 1,82,13,995

Accumulated depreciation

Balance as at 30 April 2015 - - - - -

Additions 96,371 96,880 7,177 1,86,695 3,87,123

On disposals - - - - -

Balance as at 31 March 2016 96,371 96,880 7,177 1,86,695 3,87,123

Additions 13,46,584 8,48,986 3,42,802 12,83,604 38,21,976

On disposals - - - (13,102) (13,102)

Balance as at 31 March 2017 14,42,955 9,45,866 3,49,979 14,57,197 41,95,997

Net block

As at 31 March 2016 7,84,138 12,49,152 1,16,203 15,40,567 36,90,060

As at 31 March 2017 19,58,584 64,07,856 12,59,744 43,91,814 1,40,17,998

Lease holdimprovements

Furniture andFittings

Office Equipment

49Veritas Finance Private Limited

Gross block

Balance as at 30 April 2015 - -

Additions 4,45,947 4,45,947

Disposals - -

Balance as at 31 March 2016 4,45,947 4,45,947

Additions 37,36,913 37,36,913

Disposals - -

Balance as at 31 March 2017 41,82,860 41,82,860

Accumulated amortization

Balance as at 30 April 2015 - -

Additions 59,569 59,569

On disposals - -

Balance as at 31 March 2016 59,569 59,569

Additions 3,53,707 3,53,707

On disposals - -

Balance as at 31 March 2017 4,13,276 4,13,276

Net block

As at 31 March 2016 3,86,378 3,86,378

As at 31 March 2017 37,69,584 37,69,584

Note 10.2

ComputerSoftwares

TotalParticulars

Notes forming part of the financial statements

Note 10.1

Tangible Fixed Assets

Intangible Fixed Assets

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50Annual Report 2016-17

Note 10.3

Balance as at 30 April 2015 - -

Additions 62,36,250 62,36,250

Capitalized during the year - -

Balance as at 31 March 2016 62,36,250 62,36,250

Additions 42,27,500 23,37,500

Capitalized during the year (18,90,000) -

Balance as at 31 March 2017 85,73,750 85,73,750

Software underdevelopment

TotalParticulars

Particulars

Deferred tax liabilities (Refer note 11.1)

Depreciation and amortization 4,26,990 -

4,26,990 -

"Deferred tax assets (Refer note 11.1)

(restricted to the extent of liabilities)"

Provision for standard and sub-standard assets 4,26,990 -

Provision for employee benefits - -

Unabsorbed depreciation and carry forward business loss - -

4,26,990 -

Net deferred tax asset - -

As at

31 March 2016

As at

31 March 2017

Note 11

Deferred tax assets (net)

11.1 The Company has deferred tax assets primarily on account of provision for standard and sub-standard assets,

provision for employee benefits and other items which has not been recognized in the financial statement in the

absence of virtual certainty. Consequently, there are no deferred tax assets / liabilities as at 31 March 2017.

Intangible Fixed Assets Under Development

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51Veritas Finance Private Limited

Secured

- considered good 75,88,57,995 5,14,24,066 7,41,36,890 68,91,533

- others (Non-Performing Assets) 3,79,158 - 50,319 -

Unsecured

- considered good - - 8,13,15,415 29,38,577

- others (Non-Performing Assets) - - 83,16,354 -

75,92,37,153 5,14,24,066 16,38,18,978 98,30,110

Less : Advance instalments from borrowers - - (1,67,94,981) (1,47,525)

75,92,37,153 5,14,24,066 14,70,23,997 96,82,585

* Represents installments due after one year from the reporting date

As at 31 March 2016

Note 12

Receivables under financing activities

As at 31 March 2017

As at 31 March 2016

As at 31 March 2017

Non-current portion* Current portion

Unsecured and considered good:

Security deposits 47,55,000 10,52,500 25,74,200 19,87,200

Advance income taxes 6,91,918 1,51,810 - -

Prepaid expenses - - 7,76,932 11,292

Balances with government authorities - - 5,22,969 4,10,918

Advances to staff - - 66,793 -

Other advances - - - 1,43,273

54,46,918 12,04,310 39,40,894 25,52,683

As at 31 March 2016

Note 13

Other loans and advances

As at 31 March 2017

As at 31 March 2016

As at 31 March 2017

Long-term Short-term

Notes forming part of the financial statements

Particulars

Particulars

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52Annual Report 2016-17

Note 14

Other non-current assets

Particulars

Fixed deposits under lien (Refer notes 5.2) 66,50,000 -

Interest accrued but not due 2,33,761 -

68,83,761 -

As at

31 March 2016

As at

31 March 2017

Note 15

Cash and bank balances

Particulars

Cash in hand 43,387 65

Balances with banks

- In current accounts 16,42,99,115 8,15,61,391

- In deposits accounts free of lien - 17,14,00,000

Cash and cash equivalents 16,43,42,502 25,29,61,456

Balances with banks

- In deposits accounts

(having original maturity more than 3 months) - 8,97,00,000

- In deposits accounts under lien (Refer notes 5.2) 30,50,000 -

16,73,92,502 34,26,61,456

Details of bank balance and other deposits

Bank balances available on demand/deposits with original

maturity of 3 months or less included under

‘Cash and cash equivalents’ 16,42,99,115 8,15,61,391

Deposit due to mature within 12 months of reporting date

included under ''Other bank balances'' 30,50,000 17,14,00,000

Deposits due to mature after 12 months of the reporting date

included under "other non-current assets" (Refer note 14). 66,50,000 -

17,39,99,115 25,29,61,391

As at

31 March 2016

As at

31 March 2017

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53Veritas Finance Private Limited

Notes forming part of the financial statements

Note 16

Other current assets

Particulars

Interest accrued but not due

- on receivables under financing activities 1,29,63,746 7,01,770

- on fixed deposits 1,05,370 2,81,943

Interest accrued and due on receivables under financing activities 1,91,220 -

1,32,60,336 9,83,713

As at

31 March 2016

As at

31 March 2017

Note 17

Revenue from operations

Interest income from financing activities 8,70,19,305 17,12,952

Processing and other fees 2,28,12,279 13,73,719

Interest income on fixed deposits 70,28,831 15,18,098

11,68,60,415 46,04,769

For the period from

30 April 2015 to

31 March 2016

For the year ended

31 March 2017

Note 18

Other income

Gain on sale of current investments 98,35,377 25,91,692

Interest on income tax refund 6,825 -

98,42,202 25,91,692

For the period from

30 April 2015 to

31 March 2016

For the year ended

31 March 2017

Particulars

Particulars

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54Annual Report 2016-17

Note 19

Employee benefits expense

Salaries, wages and bonus 6,41,28,080 1,41,33,192

Contribution to provident and other funds 93,46,673 14,37,125

Expenses related to post-employment defined benefit plans

(Refer note 24.2) 4,64,962 92,282

Expenses related to compensated absences 8,96,352 -

Staff welfare expenses 43,45,500 2,00,464

7,91,81,567 1,58,63,063

For the period from

30 April 2015 to

31 March 2016

For the year ended

31 March 2017

Note 20

Finance costs

Interest expenses on

- Term loan 2,79,09,461 -

- Cash credits 48,844 -

Processing fees 50,74,725 -

3,30,33,030 -

For the period from

30 April 2015 to

31 March 2016

For the year ended

31 March 2017

Note 21

Depreciation and amortization

Depreciation of tangible fixed assets (refer note 10.1) 38,21,976 3,87,123

Amortization of intangible fixed assets (refer note 10.2) 3,53,707 59,569

41,75,683 4,46,692

For the period from

30 April 2015 to

31 March 2016

For the year ended

31 March 2017 Particulars

Particulars

Particulars

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55Veritas Finance Private Limited

Notes forming part of the financial statements

Note 22

Other expenses

Rent (Refer note 27) 71,87,412 22,31,099

Electricity charges 7,54,673 3,10,890

Rates and taxes 30,65,045 21,31,024

Insurance 56,771 248

Software & IT consumables 5,07,272 91,949

Repairs and maintenance and others 20,50,674 3,51,641

Bank charges 1,29,591 2,232

Travelling and conveyance 46,56,533 7,05,589

Communication expenses 22,69,760 1,96,454

Printing and stationery 18,72,913 4,80,601

Advertisement and business promotion 7,97,047 4,62,523

Legal and professional charges 32,97,682 5,02,616

Independent directors sitting fees 7,50,000 2,70,000

Auditors' remuneration (net of Service Tax, refer note 22.1) 4,56,124 1,00,000

Loss on sale of fixed assets 38,005 -

Preliminary expenses written-off - 16,71,217

2,78,89,502 95,08,083

For the period from

30 April 2015 to

31 March 2016

For the year ended

31 March 2017

Note 22.1

Payment to auditors

Statutory audit 3,50,000 75,000

Other services 1,00,000 25,000

Reimbursement of expenses 6,124 -

4,56,124 1,00,000

For the period from

30 April 2015 to

31 March 2016

For the year ended

31 March 2017

Note 23

Provisions and loan losses

Contingent provision for standard assets 85,30,561 6,12,542

Provision for Non-Performing Assets 22,42,405 -

Loss assets written off 6,791 -

1,07,79,757 6,12,542

For the period from

30 April 2015 to

31 March 2016

For the year ended

31 March 2017

Particulars

Particulars

Particulars

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56Annual Report 2016-17

NOTE 24

Employee Benefits

24.1 Defined Contribution Plan

The Company makes contributions, determined as a specified percentage of employee salaries, in respect of

qualifying employees towards provident fund, which is a defined contribution plan. The Company has no

obligations other than to make the specified contributions. The contributions are charged to the statement of profit

and loss as they accrue. The amount recognized as an expense towards contribution to Provident fund for the year

aggregated to Rs. 79,24,884 (Previous period - Rs. 13,77,272)

24.2 Defined Benefit Plans

The Company operates post-employment defined benefit plan that provides gratuity. The gratuity plan entitles an

employee, who has rendered at least five years of continuous service, to receive one-half month’s salary for each

year of completed service at the time of retirement/exit.

Change in defined benefit obligations during the year

Present value of defined benefit obligation at beginning of the year 92,282 -

Current service cost 4,39,732 92,282

Interest cost 7,198 -

Benefits paid -

Actuarial (Gains) 18,032 -

Present value of defined benefit obligation at end of the year 5,57,244 92,282

Change in fair value of assets during the year

Plan assets at beginning of the year - -

Expected return on plan assets - -

Actual Company contributions - -

Actuarial loss - -

Plan assets at end of the year - -

Liability recognized in the Balance Sheet

Present value of defined benefit obligation 5,57,244 92,282

Fair value of plan assets - -

Net liability recognized in the Balance Sheet 5,57,244 92,282

As at

31 March 2016

As at

31 March 2017

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57Veritas Finance Private Limited

Notes forming part of the financial statements

Cost of defined benefit plan for the year

Current service cost 4,39,732 92,282

Interest cost 7,198 -

Expected return on plan assets - -

Net actuarial gains 18,032 -

Net cost recognized in the Statement of Profit and Loss 4,64,962 92,282

For the period from

30 April 2015 to

31 March 2016

For the year ended

31 March 2017

Return on plan assets

Assumptions

Discount rate (Refer note (b)) 6.77% 7.80%

Interest rate (Rate of return on assets) NA NA

Future salary increase (Refer note (a)) 8.00% 8.00%

Mortality table Indian Assured Indian Assured

Lives (2006 -08) Lives (2006 -08)

Attrition rate (Refer note (a)) 20.00% 20.00%

Notes:

a) The estimate of future salary increase takes into account inflation, seniority, promotion and other relevant

factors. Further, the Management revisits the assumptions such as attrition rate, salary escalation etc., taking

into account, the business conditions, various external/internal factors affecting the Company.

b) Discount rate is based on the prevailing market yields of Indian Government Bonds as at the Balance Sheet

date for the estimated term of the obligation.

c) Experience Adjustments:

As at

31 March 2016

As at

31 March 2017

Projected benefit obligation - -

Fair value of plan assets - -

Surplus/(deficit) - -

Experience adjustments on plan liabilities - gains (18,032) -

Experience adjustments on plan assets - loss - -

As at

31 March 2016

As at

31 March 2017

Particulars

Particulars

Particulars

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58Annual Report 2016-17

NOTE 25

Related Party Transactions

25.1 Names of Related Parties and Nature of Relationship

Key Management Personnel Mr. D. Arulmany, Managing Director & Chief Executive Officer

Mr. J. Prakash Rayen, Chief Operating Officer

Mr. V.G. Suchindran, Chief Financial Officer

Ms. Priyanka I Misser, Company Secretary

(effective 1 October 2016)

Relatives of Key Management Personnel Ms. Vidya Arulmany (Spouse of Mr. D. Arulmany)

Ms. Sylvia Prakash (Spouse of Mr. J. Prakash Rayen)

Ms. R. Lavanya (Spouse of Mr. V.G. Suchindran)

Note: Related party relationships are as identified by the Management.

Remuneration to Key Managerial Persons

Mr. D. Arulmany 48,00,000 28,29,600

Mr. J. Prakash Rayen 37,44,000 18,86,400

Mr. V.G. Suchindran 37,44,000 20,96,000

Ms. Priyanka I Misser 3,85,006 -

Note:

As the future liabilities of gratuity and compensated absences are provided on actuarial basis for the company as

a whole, the amounts pertaining to key management personnel is not separately ascertainable and therefore not

included above.

Equity shares issued during the year / period

Mr. D. Arulmany - 4,50,00,000

Mr. J. Prakash Rayen - 1,50,00,000

Ms. Vidya Arulmany - 50,00,000

Ms. Sylvia Prakash - 50,00,000

Mr. V.G. Suchindran - 1,25,00,000

Ms. R. Lavanya - 25,00,000

Promoter rights for purchase of shares during the year/ period

Mr. D. Arulmany (In number of shares) - 60,00,000

Employee stock options granted during the year

Mr. J. Prakash Rayen, (In number of options) - 15,00,000

Mr. V.G. Suchindran, (In number of options) - 5,00,000

For the period from

30 April 2015 to

31 March 2016

For the year ended

31 March 2017

NOTE 25.2

Transactions with the related parties

Particulars

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59Veritas Finance Private Limited

Notes forming part of the financial statements

NOTE 26

Segment reporting

The Company is primarily engaged in the business of providing "Small Business Finance Loans" in India. All the activities of

the Company revolve around the main business. As such there are no separate business and geographic reportable

segments as per AS-17 “Segment reporting”.

NOTE 27

Operating leases

The Company has operating lease agreements primarily for office space, the lease terms of which are for a period of 2 years

to 3 years. For the period ended 31 March 2017, an amount of Rs. 71,87,412 was recorded as expenses towards lease

rentals and other charges for the office space including the provision for lease straight lining. The future minimum lease

payments under operating leases are as follows:

Particulars

Less than one year 16,95,950 38,73,120

Two years to five years 73,66,230 26,69,340

Later than five years 1,03,46,524 -

As at

31 March 2016

As at

31 March 2017

Note 28

Earnings per share

Particulars

Loss for the year/ period - in Rs. (2,83,56,922) (1,92,33,919)

Weighted average number of equity shares outstanding during

the year for calculation of basic EPS 1,52,53,525 66,34,430

Weighted average number of equity shares outstanding during

the year for calculation of diluted EPS (Refer note 28.1) 1,52,53,525 66,34,430

Face value per share - in Rs. 10.00 10.00

Earnings per share (Basic) - in Rs.

- Basic - in Rs. (1.86) (2.90)

- Diluted - in Rs. (1.86) (2.90)

Note :

28.1 The outstanding potential equity shares as at 31 March 2017 are anti-dilutive in nature since the Company

has incurred losses during the year. Hence, the weighted average number of equity shares used for Basic

EPS and Diluted EPS are the same.

As at

31 March 2016

As at

31 March 2017

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60Annual Report 2016-17

Note 29

Contingent liabilities and commitments

Particulars

Commitments:

29.1 Estimated amount of contracts remaining to be executed

on capital account and not provided 5,70,000 24,50,000

29.2 Undrawn committed sanctions to borrowers 88,55,000 11,50,000

As at

31 March 2016

As at

31 March 2017

Particulars

The amounts remaining unpaid to micro and small suppliers

as at end of the year

- Principal - -

- Interest - -

The amount of interest paid by the buyer as per the Micro,

Small and Medium Enterprises Development Act, 2006

(MSMED Act, 2006) - -

The amount of payments made to the micro and small suppliers

beyond the appointed day during each accounting year - -

The amount of interest due and payable for the period of delay

in making payment (which have been paid but beyond the

appointed day during the year) but without adding the interest

specified under MSMED Act, 2006 - -

The amount of interest accrued and remaining unpaid at the end

of each accounting year - -

The amount of further interest remaining due and payable even in

the succeeding years, until such date when the interest dues as

above are actually paid to the small enterprises for the purpose of

disallowance as a deductible expenditure under the MSMED

Act, 2006 - -

As at

31 March 2016

As at

31 March 2017

Note 30

Micro and small enterprises

The Ministry of Micro, Small and Medium Enterprises has issued an office memorandum dated August 26, 2008 which

recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the

Entrepreneurs Memorandum Number as allocated after filing of the Memorandum in accordance with the Micro, Small

and Medium Enterprise Development Act, 2006 (‘the Act’). Accordingly, the disclosure in respect of the amounts

payable to such enterprises as at March 31, 2017 has been made in the financial statements based on information

received and available with the Company. Further in view of the Management, the impact of interest, if any, that may be

payable in accordance with the provisions of the Act is not expected to be material. The Company has not received any

claim for interest from any supplier as at the balance sheet date.

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61Veritas Finance Private Limited

Notes forming part of the financial statements

Note 31.1

Veritas ESOS, 2016

The Veritas ESOS, 2016 is applicable to all employees.

The Options were issued in three batches. The first batch will be exercised at Rs. 10, second batch and third batch will be

exercised at Rs. 20. The vesting period of options are one year for 30% of the options, 2 years for 35% of the options and

3 years for the balance 35% of the options for all the three batches.

Note 31.2

Options issued under Veritas ESOS, 2016

As at 31 March 2017, the outstanding options under the Veritas ESOS, 2016 are as follows:

Note 31

Employee Stock Option Scheme

The Company has issued stock options on its own shares to specified employees of the Company. The Company uses

intrinsic value to account for the compensation cost of stock options to employees in the financial statements. However,

the Company discloses the impact of compensation costs relating to stock options on the net results for the accounting

period using the fair value method.

Plan Grant date "Number ofoptions" Exercise price Vesting period Vesting condition

Batch 1 18-Jan-16 26,00,000 10.00 1 to 3 years Time and performance

based vesting

Batch 2 10-Nov-16 3,00,000 20.00 1 to 3 years Time and performance

based vesting

Batch 3 20-Mar-17 1,00,000 20.00 1 to 3 years Time and performance

based vesting

30,00,000

As at 31 March 2016, the outstanding options under the Veritas ESOS, 2016 are as follows:

Plan Grant date "Number ofoptions" Exercise price Vesting period Vesting condition

Batch 1 18-Jan-16 26,00,000 10.00 1 to 3 years Time and performance

based vesting

26,00,000

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62Annual Report 2016-17

Note 31.3

Reconciliation of outstanding options

The details of options granted under the above schemes are as follows.

Particulars

Outstanding at beginning of year / period 10.00 26,00,000 - -

Forfeited during the year / period - - - -

Exercised during the year / period - - - -

Granted during the year / period 20.00 4,00,000 10.00 26,00,000

Outstanding as at end of year / period 30,00,000 26,00,000

Exercisable as at end of year / period 7,80,000 -

Number ofoptions

Number ofoptions

Exercise price

Exercise price

As at 31 March 2017 As at 31 March 2016

NOTE 31.4

Fair value Methodology

The fair value of options used to compute pro forma net income and earnings per equity share have been estimated on the

dates of each grant using the Black Scholes model. The various assumptions considered in the pricing model for the stock

options granted by the Company are as follows:

Particulars

Fair value of options at grant date 2.48 to 5.39 2.48 to 3.82

Expected volatility 37% to 42% 40% to 42%

Option term 2 to 4 years 2 to 4 years

Expected dividends 0% 0%

Risk free interest rate 6.14% to 7.29% 7.06% to 7.29%

As at

31 March 2016

As at

31 March 2017

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63Veritas Finance Private Limited

Notes forming part of the financial statements

NOTE 31.5

Impact of fair value method on net profit and EPS

Had compensation cost for the Company's stock option plans outstanding been determined based on the fair value

approach, the Company's net profit and earnings per share would have been as per the proforma amounts indicated

below:

NOTE 32

Securitization transactions

The Company has not entered into any securitization transaction during the year ended 31 March 2017 and period ended

31 March 2016. Accordingly, the disclosure requirements relating to the same are not applicable.

NOTE 33

Gold loan portfolio

The Company has not provided loan against gold during the year ended 31 March 2017 and period ended 31 March

2016.

Loss for the year / period (2,83,56,922) (1,92,33,919)

Stock based compensation expenses determined under fair

value based method 44,37,830 9,11,038

Loss for the year / period (pro forma) (3,27,94,752) (2,01,44,957)

Earnings Per Share (Basic) - in Rs.

- Basic - in Rs. (reported) (1.86) (2.90)

- Basic - in Rs. (pro forma) (2.15) (3.04)

- Diluted - in Rs. (reported) (refer note below) (1.86) (2.90)

- Diluted - in Rs. (pro forma) (refer note below) (2.15) (3.04)

Note :

The outstanding potential equity shares as at 31 March 2017 and 31 March 2016 are anti-dilutive in nature since

the Company has incurred losses during the year / period. Hence, the weighted average number of equity

shares used for Basic EPS and Diluted EPS are the same.

For the period from

30 April 2015 to

31 March 2016

For the year ended

31 March 2017 Particulars

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64Annual Report 2016-17

Note 34

Movement of NPA

Particulars

(a) Net NPAs to net advance (%) 0.71% 0.00%

(b) Movement in NPA (Gross)

Opening balance - -

Additions during the year 87,52,622 -

Reduction / write off during the year 6,791 -

Closing balance 87,45,831 -

(c) Movement in net NPA (Net of provision for NPA)

Opening balance - -

Additions during the year 65,10,217 -

Reduction / write off during the year 6,791 -

Closing balance 65,03,426 -

(d) Movement in provision for NPA (excluding the Contingent

provisions against standard assets)

Opening balance - -

Additions during the year 22,42,405 -

Reduction / write off during the year - -

Closing balance 22,42,405 -

As at

31 March 2016

As at

31 March 2017

Note 35

Contingent provisions against standard assets movement

Particulars

Opening balance 6,12,542 -

Add : Charge for the year / period 85,30,561 6,12,542

Less : Applied during the year / period - -

Closing balance 91,43,103 6,12,542

As at

31 March 2016

As at

31 March 2017

Page 68: Solid Foundation, Stronger Growth. Report... · Limited Karvy Selenium Tower, Plot No.31-32, Gachibowli, ... Adjudged as the best participant in the MSOP training which she underwent

NOTE 36

Disclosure Pursuant to Master Direction - Non-Banking Financial Company - Systemically Important Non-Deposit taking

Company and Deposit taking Company (Reserve Bank) Directions, 2016.

The Company is an NBFC Non-Systemically Important Non-Deposit taking Company. However the following disclosures

has been made in the financial statements voluntarily.

Note 36.1

Capital adequacy ratio

Particulars

Tier I Capital 38,77,88,893 41,01,32,161

Tier II Capital 91,43,103 6,12,542

Total Capital 39,69,31,996 41,07,44,703

Total Risk Assets 94,16,45,796 6,90,92,372

Capital Ratios

Tier I Capital as a percentage of Total Risk Assets (%) 41.18% 593.60%

Tier II Capital as a percentage of Total Risk Assets (%) 0.97% 0.89%

Total Capital (%) 42.15% 594.49%

As at

31 March 2016

As at

31 March 2017

Note 36.2

Exposure to real estate sector

The Company does not have any direct or indirect exposure to

the real estate sector other than properties mortgaged as

collateral by its customers - -

Note 36.3

Provisions and contingencies (Break up of 'Provisions and contingencies' shown under the head expenditure)

Provision for depreciation on investment - -

Provision for non-performing assets 22,42,405 -

Contingent provisions against standard assets 85,30,561 6,12,542

Provision made towards income tax - -

Note 36.4

Concentration of advances

Total advances to twenty largest borrowers 1,43,69,569 1,65,39,735

Percentage of Advances to twenty largest borrowers

to total Advances 1.56% 27.00%

65Veritas Finance Private Limited

Notes forming part of the financial statements

Page 69: Solid Foundation, Stronger Growth. Report... · Limited Karvy Selenium Tower, Plot No.31-32, Gachibowli, ... Adjudged as the best participant in the MSOP training which she underwent

ParticularsAs at

31 March 2016

As at

31 March 2017

Note 36.5

Concentration of exposures

Total advances to twenty largest borrowers 1,43,69,569 1,65,39,735

Percentage of Advances to twenty largest borrowers

to total Advances 1.56% 27.00%

Note 36.6

Concentration of NPAs

Total Exposure to top four NPA accounts 5,53,649 -

Note 36.7

Sector-wise NPAs (Percentage of NPAs to total advances in that sector)

Agriculture & allied activities - -

MSME - -

Corporate borrowers - -

Services - -

Unsecured personal loans - -

Auto loans - -

Other loans

- Secured 0.05% -

- Unsecured 9.28% -

Note 36.8

Ratings assigned by credit rating agencies :

The Company has not obtained credit rating from any credit rating agencies.

Note 36.9

Registration / license / authorization obtained from financial sector regulators

Registration / License Authority issuing the registration / Registration / License reference license

Certificate of Registration Reserve Bank of India N-07.00810 dated 15 October 2015

Note 36.10

Disclosures

The Company does not have any items / transactions that requires disclosure under Investments, Derivatives,

Purchase or sale of non-performing financial assets, Exposure to capital market, Financing of parent company

products, Single Borrower Limit (SGL) / Group Borrower Limit (GBL) exceeded by the applicable NBFC,

Registration obtained from other financial sector regulators, Penalties imposed by RBI and other regulators,

Draw down from Reserves, Concentration of deposits, Overseas assets, Off-balance sheet SPVs sponsored.

66Annual Report 2016-17

Page 70: Solid Foundation, Stronger Growth. Report... · Limited Karvy Selenium Tower, Plot No.31-32, Gachibowli, ... Adjudged as the best participant in the MSOP training which she underwent

67Veritas Finance Private Limited

Notes forming part of the financial statements

Note

36.1

1

Ass

et

Liability

Managem

ent

(a)

Matu

rity

Patt

ern

of

cert

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ms

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9

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4

29,

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5

-

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67,

14,6

6,66

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Mar

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-

Page 71: Solid Foundation, Stronger Growth. Report... · Limited Karvy Selenium Tower, Plot No.31-32, Gachibowli, ... Adjudged as the best participant in the MSOP training which she underwent

68Annual Report 2016-17

Particulars

Liabilities side:

1 Loans and Advances availed by the NBFC

inclusive of interest accrued thereon

but not paid:

(a) Debentures

- Secured - - - -

- Unsecured - - - -

(other than falling within the meaning of

public deposits) - -

(b) Deferred Credits - - - -

(c) Term Loans 69,11,70,046 - - -

(d) Inter-Corporate Loans and Borrowings - - - -

(e) Commercial Paper - - - -

(f) Public Deposits - - - -

(g) Other Loans (Cash credits) 1,83,33,959 - - -

2 Break-up of (1)(f)above (outstanding

public deposits inclusive of interest

accrued thereon but not paid)

(a) In the form of Unsecured debentures - - - -

(b) In the form of partly secured debentures

i.e debentures where there is a shortfall

in the value of security - - - -

© Other public deposits - - - -

Amount Overdue

Amount Overdue

Amount Outstanding

Amount Outstanding

As at 31 March 2017 As at 31 March 2016

NOTE 36.12

Disclosure Pursuant to paragraph 18 of Master Direction - Non-Banking Financial Company – Non-Systemically Important

Non-Deposit taking Company (Reserve Bank) Directions, 2016:

The Company is an NBFC Non-Systemically Important Non-Deposit taking Company. However the following disclosures

has been made in the financial statements voluntarily.

Page 72: Solid Foundation, Stronger Growth. Report... · Limited Karvy Selenium Tower, Plot No.31-32, Gachibowli, ... Adjudged as the best participant in the MSOP training which she underwent

Particulars

Assets side:

3 Break-up of Loans and Advances including Bills

Receivables [other than those included in (4) below] :

(excluding interest accrued but not due)

(a) Secured (Refer note 12) 83,34,24,362 5,83,15,599

(b) Unsecured (Refer note 12) 8,96,31,769 29,38,577

4 Break up of Leased Assets and Stock on Hire and

Other Assets counting towards AFC activities

(i) Lease Assets including Lease Rentals Accrued and Due:

(a) Financial Lease - -

(b) Operating Lease - -

(ii) Stock on Hire including Hire Charges under Sundry Debtors:

(a) Assets on Hire - -

(b) Repossessed Assets - -

(iii) Other Loans counting towards AFC Activities

(a) Loans where Assets have been Repossessed - -

As at

31 March 2016

As at

31 March 2017

69Veritas Finance Private Limited

Notes forming part of the financial statements

Page 73: Solid Foundation, Stronger Growth. Report... · Limited Karvy Selenium Tower, Plot No.31-32, Gachibowli, ... Adjudged as the best participant in the MSOP training which she underwent

70Annual Report 2016-17

Particulars

5 Break-up of Investments

Current Investments

1 Quoted:

(i) Shares: (a) Equity - -

(b) Preference - -

(ii) Debentures and Bonds - -

(iii) Units of Mutual Funds - -

(iv) Government Securities - -

(v) Others (please specify) - -

2 Unquoted:

(I) Shares: (a) Equity - -

(b) Preference - -

(ii) Debentures and Bonds - -

(iii) Units of Mutual Funds - -

(iv) Government Securities - -

(v) Others (please specify) - -

Long Term Investments

1 Quoted:

(I) Shares: (a) Equity - -

(b) Preference - -

(ii) Debentures and Bonds - -

(iii) Units of Mutual Funds - -

(iv) Government Securities - -

(v) Others (please specify) - -

2 Unquoted:

(I) Shares:

(a) Equity - -

(b) Preference - -

(ii) Debentures and Bonds - -

(iii) Units of Mutual Funds - -

(iv) Government Securities - -

As at

31 March 2016

As at

31 March 2017

Page 74: Solid Foundation, Stronger Growth. Report... · Limited Karvy Selenium Tower, Plot No.31-32, Gachibowli, ... Adjudged as the best participant in the MSOP training which she underwent

71Veritas Finance Private Limited

Notes forming part of the financial statements

Category

1 Related Parties

(a) Subsidiaries - - - -

(b) Companies in the same Group - - - -

(c) Other Related Parties - - - -

2 Other than Related Parties 83,33,81,414 8,74,32,312 5,83,15,599 29,38,577

Total 83,33,81,414 8,74,32,312 5,83,15,599 29,38,577

Unsecured UnsecuredSecured Secured

As at 31 March 2017

(Net of Provisions)

As at 31 March 2016

(Net of Provisions)

6 Borrower Group-wise Classification of Assets Financed as in (3) and (4) above

Category

1 Related Parties - - - -

(a) Subsidiaries - - - -

(b) Companies in the Same Group - - - -

(c) Other Related Parties - - - -

2 Other than Related Parties - - - -

Total - - - -

Book Value as on 31 March 2017

(Net of provisions)

Market Value / Break up Value or Fair Value or

Net Asset Value as on 31 March 2017

7 Investor Group-wise Classification of all Investments (Current and Long Term) in Shares and Securities

(both Quoted and Unquoted):

Book Value as on 31 March 2016

(Net of provisions)

Market Value / Break up Value or Fair Value or

Net Asset Value as on 31 March 2016

Particulars

(I) Gross Non-Performing Assets - 87,45,831 - -

(ii) Net Non-Performing Assets - 65,03,426 - -

(iii)Assets Acquired in Satisfaction of Debt - - - -

Other than Related Parties

Other than Related Parties

Related Parties Related Parties

As at 31 March 2017 As at 31 March 2016

8 Other Information

Page 75: Solid Foundation, Stronger Growth. Report... · Limited Karvy Selenium Tower, Plot No.31-32, Gachibowli, ... Adjudged as the best participant in the MSOP training which she underwent

72Annual Report 2016-17

Note 36.13

Customer Complaints

No. of Complaints Received during Redressed during Pending as at

as on 31 Mar 2016 the period the period 31 March 2017

- 1 - 1

NOTE 37

Corporate Social Responsibility

The Company has not made profits during the year and hence no expenditure towards Corporate Social Responsibility was

made for the year ended 31 March 2017.

NOTE 38

Statutory Reserve

As per Section 45-IC of the Reserve Bank of India Act, 1934, the Company is required to create a reserve fund at the rate of

20% of the net profit after tax of the Company every year. Given that the Company is not yet made profits, no transfer to

Statutory Reserve was made for the year ended 31 March 2017.

NOTE 39

Disclosure of specified bank notes

During the year, the Company has specified bank notes or other denomination note as defined in the MCA Notification

G.S.R 308(E) dated 31 March 2017 on the details of specified bank notes (SBN) held and transacted during the period from

8 November 2016 to 30 December 2016. The denomination wise SBN and other notes as per the notification are given

below:

Particulars

Closing cash in hand as on 8 November 2016 5,05,500 2,48,680 7,54,180

Add: Permitted receipts 6,69,500 3,43,30,841 3,50,00,341

Less: Permitted payments - - -

Less: Amount deposited in banks (net of withdrawal) 11,75,000 3,34,38,155 3,46,13,155

Closing cash in hand as on 30 December 2016 - 11,41,366 11,41,366

For the purpose of this clause, the term specified bank note shall have the same meaning provided in the notification

of the Government of India, the Ministry of Finance - Department of Economic Affairs No. S.O.3407 (E), dated 8

November 2016.

Total Other denomination

Notes

SBNs

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73Veritas Finance Private Limited

Notes forming part of the financial statements

NOTE 40

Prior period comparatives

The financial statement for the previous period is from 30 April 2015 (Date of incorporation) to 31 March 2016 whereas the

current year financial statements are for the year commencing from 1 April 2016 to 31 March 2017. Hence the financial

statements are not comparable with that of the previous period. Previous period figures have been reclassified / regrouped

wherever necessary.

Previous year figures has been audited by a firm other than B S R & Co LLP.

As per our report of even date attachedfor B S R & Co. LLPChartered AccountantsICAI Firm Registration No. 101248W/W-100022

S Sethuraman Partner

(Membership No. 203491)

Date: April 29, 2017Place: Chennai

V. G. Suchindran

Chief Financial Officer

M. Sivaraman Director

N. Mohanraj Director

D. ArulmanyManaging Director& CEO

For and on behalf of the Board of Directors

Priyanka I Misser

Company Secretary

Page 77: Solid Foundation, Stronger Growth. Report... · Limited Karvy Selenium Tower, Plot No.31-32, Gachibowli, ... Adjudged as the best participant in the MSOP training which she underwent

74Annual Report 2016-17

Notes

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75Veritas Finance Private Limited

Notes

Page 79: Solid Foundation, Stronger Growth. Report... · Limited Karvy Selenium Tower, Plot No.31-32, Gachibowli, ... Adjudged as the best participant in the MSOP training which she underwent

TEA

M V

ERIT

AS

Page 80: Solid Foundation, Stronger Growth. Report... · Limited Karvy Selenium Tower, Plot No.31-32, Gachibowli, ... Adjudged as the best participant in the MSOP training which she underwent

Veritas Finance Private LimitedCORPORATE AND REGISTERED OFFICE

2nd Floor, ‘Economist House', S-15, Thiru-Vi-Ka Industrial Estate,Guindy, Chennai – 600032, Tamil Nadu, India.

Tel: +91 44 4615 0011/22/33Email: [email protected], Website: www.veritasfin.in

© Copyright, 2017.Veritas Finance Private Limited. All Rights Reserved.