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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
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
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
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39
Page No.
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.
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
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
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
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
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
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)
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
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
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.
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:
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)
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.
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.
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:
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
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
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.
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
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
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 -
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
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..):
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:
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
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)
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
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
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
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.
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
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
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
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
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
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
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
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
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
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
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.
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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.
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
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
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
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
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
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
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
ain
ite
ms
of
Ass
ets
and L
iabilitie
s as
at
31
Marc
h 2
01
7:
Par
ticu
lars
1 d
ay t
o
30-3
1d
ays
(On
e m
on
th)
Ov
ero
ne
mo
nth
to2
mo
nth
s
Ov
er2
mo
nth
su
pto
3 m
on
ths
Ov
er3
mo
nth
su
pto
6 m
on
ths
Ov
er6
mo
nth
sto
1 y
ear
Ov
er1
yea
r to
3 y
ears
Ov
er3
yea
rsto
5 y
ears
Ov
er5
yea
rsT
ota
l
Lia
bil
itie
s
Bo
rro
win
gs
fro
m B
ank
s 5
,88,
235
5
,88,
235
5
,88,
235
1
7,64
,705
2
,18,
63,3
72
1,1
7,64
,706
-
-
3
,71,
57,4
88
Bo
rro
win
gs
fro
m O
ther
Par
ties
8
7,44
,999
8
8,26
,174
3
,60,
06,2
45
17,
14,5
6,30
9
15,
04,5
9,19
4
29,
59,7
3,74
5
-
-
67,
14,6
6,66
6
Mar
ket
Bo
rro
win
gs
-
-
-
-
-
-
-
-
-
Ass
ets
Ad
van
ces
(Mo
rtg
age
bac
ked
Lo
ans)
9
1,02
,703
9
3,00
,844
9
4,91
,171
2
,96,
55,0
68
6,5
0,02
,952
3
4,54
,19,
033
3
6,04
,51,
018
5
0,01
,573
8
3,34
,24,
362
Ad
van
ces
(Wo
rkin
g C
apit
al L
oan
s)
3,0
7,91
,800
2
,52,3
9,09
5
2,0
3,53
,965
1
,32,
46,9
09
-
-
-
-
8,9
6,31
,769
Inv
estm
ents
-
-
-
-
-
-
-
-
-
(b)
Matu
rity
Patt
ern
of
cert
ain
ite
ms
of
Ass
ets
and L
iabilitie
s as
at
31
Marc
h 2
01
6:
Par
ticu
lars
1 d
ay t
o
30-3
1d
ays
(On
e m
on
th)
Ov
ero
ne
mo
nth
to2
mo
nth
s
Ov
er2
mo
nth
su
pto
3 m
on
ths
Ov
er3
mo
nth
su
pto
6 m
on
ths
Ov
er6
mo
nth
sto
1 y
ear
Ov
er1
yea
r to
3 y
ears
Ov
er3
yea
rsto
5 y
ears
Ov
er5
yea
rsT
ota
l
Lia
bil
itie
s
Bo
rro
win
gs
fro
m B
ank
s -
-
-
-
-
-
-
-
-
Bo
rro
win
gs
fro
m O
ther
Par
ties
-
-
-
-
-
-
-
-
-
Mar
ket
Bo
rro
win
gs
-
-
-
-
-
-
-
-
-
Ass
ets
Ad
van
ces
(Mo
rtg
age
bac
ked
Lo
ans)
3
,41,
847
3
,47,
588
5
,66,
521
1
7,68
,331
3
8,67
,246
3
,36,
68,5
71
1,6
2,89
,034
1
4,66
,461
5
,83,
15,5
99
Ad
van
ces
(Wo
rkin
g C
apit
al L
oan
s)
8,2
5,77
6
8,4
9,48
9
8,6
0,53
3
4,0
2,77
9
-
-
-
-
29,
38,5
77
Inv
estm
ents
-
-
-
-
-
-
-
-
-
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.
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
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
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
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
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
74Annual Report 2016-17
Notes
75Veritas Finance Private Limited
Notes
TEA
M V
ERIT
AS
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
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