edelweiss asset reconstruction company limited report f… · mr. venkatchalam ramaswamy (din:...

EDELWEISS ASSET RECONSTRUCTION COMPANY LIMITED Corporate Identity Number: U67100MH2007PLC174759

Annual Report for the year ended March 31, 2017

EDELWEISS ASSET RECONSTRUCTION COMPANY LIMITED Financial Statements for the year ended March 31, 2017

Directors

1. Mr. T.S. Krishna Murthy - Independent Director 2. Mr. V. Janakiraman - Independent Director 3. Mr. S.G. Gulati - Independent Director 4. Mr. Ashok Kini - Independent Director 5. Mr. Rashesh Shah 6. Mr. Venkatchalam Ramaswamy 7. Ms. Vidya Shah 8. Mr. Vikas Balia 9. Ms. Anita M. George 10. Mr. Siby Antony - Managing Director & CEO

Chief Financial Officer

Mr. Abhishek Baxi

Company Secretary Mr. Deepak Nautiyal

Statutory Auditors

M/s. Khimji Kunverji & Co., Chartered Accountants

Registered Office

Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai – 400098. Corporate Identity Number: U67100MH2007PLC174759 Tel: +91 22 4088 6090 Fax: +91 22 4019 4900 Email: [email protected]

Debenture Trustee

SBICAP Trustee Company Limited 202, Maker Tower – E, Cuffe Parade, Mumbai, 400005 and an office at Apeejay House, 6th Floor, 3 Dinshaw Wachha Road, Churchgate, Mumbai – 400020 Tel: +91 22 4302 5530 Fax: +91 22 4302 5500 E-mail: [email protected] Website: www.sbicaptrustee.com Contact Person: Mr. Ajit Joshi, Compliance Officer

Axis Trustee Services Limited 2nd Floor, E-Wing, Axis House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai - 400 025. Tel:- 022 2425 5215 / 5216 E-mail: [email protected] Website: www.axistrustee.com Contact Person: Chief Operating Officer

Registrar & Share Transfer Agent

Link Intime India Private Limited C-101, 247 Park, LBS Marg, Vikhroli (W), Mumbai 400083, India Tel: +91 22 4918 6000 Fax: +91 22 4918 6060 E-mail : [email protected] Website: www.linkintime.co.in Contact Person: Mr. Ganesh Jadhav

tel:-%20022

mailto:[email protected]

http://www.axistrustee.com/

Edelweiss Asset Reconstruction Company Limited Corporate Identity Number: U67100MH2007PLC174759 Registered Office: Edelweiss House, Off CST Road, Kalina, Mumbai – 400 098 Tel: +91 22 4088 6090/6620 3149 New Delhi Office: 603-606, 6th Floor, Mercantile House, 15, Kasturba Gandhi Marg, New Delhi – 110001 www.edelweissarc.in

NOTICE IS HEREBY GIVEN THAT THE 10TH ANNUAL GENERAL MEETING OF THE MEMBERS OF EDELWEISS ASSET RECONSTRUCTION COMPANY LIMITED WILL BE HELD ON WEDNESDAY, MAY 24, 2017 AT 10.30 A.M. AT THE REGISTERED OFFICE OF THE COMPANY AT EDELWEISS HOUSE, OFF C.S.T. ROAD, KAILNA, MUMBAI – 400098 TO TRANSACT THE FOLLOWING BUSINESS: ORDINARY BUSINESS

1. To consider and adopt the audited Financial Statement for the financial year ended March 31, 2017 together with the reports of the Board and Auditors thereon.

2. To appoint a Director in place of Ms. Vidya Shah (DIN: 00274831) who retires by

rotation and, being eligible, offers herself for re-appointment.

3. Appointment of Auditor to fill casual vacancy: To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED that pursuant to the provisions of Section 139 and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014, or any other law for the time being in force (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force), the appointment of M/s. Price Waterhouse, Chartered Accountants LLP (FRN: 012754N/N500016), as Auditors of the Company till this Annual General Meeting, to fill the casual vacancy caused by the resignation of M/s. Khimji Kunverji & Co., Chartered Accountants (FRN: 105146W) be and is hereby approved upon such terms and conditions as may be mutually decided between the Board of Directors of the Company and M/s. Price Waterhouse, Chartered Accountants LLP (FRN: 012754N/N500016).”

4. Appointment of Auditor:

To consider and if thought fit to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED that pursuant to the provisions of Sections 139 and all other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 or any other law for the time being in force (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force), M/s. Price Waterhouse, Chartered Accountants LLP (FRN: 012754N/N500016), who was appointed by the Board to fill the casual vacancy caused by the resignation of M/s. Khimji Kunverji & Co., Chartered Accountants (FRN: 105146W), be and is hereby appointed as the Auditors of the Company, to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of 15th AGM of the Company to be


held in the year 2022 (subject to ratification of their appointment at every AGM), at such remuneration plus service tax, out-of-pocket, travelling expenses, etc. as may be mutually agreed upon by the Board of Directors and the Auditors.”

SPECIAL BUSINESS

5. Appointment of Mr. Venkatchalam Ramaswamy as a Director

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED that in accordance with the provisions of Section 152, 160 and all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), and the Rules framed thereunder, as amended from time to time, Mr. Venkatchalam Ramaswamy (DIN: 00008509), who was appointed by the Board of Directors of the Company as an Additional Director and who holds office upto the date of this Annual General Meeting of the Company, in terms of Section 161 of the Act be and is hereby appointed as a Director of the Company, liable to retire by rotation.”

6. Appointment of Ms. Anita M. George as a Nominee Director

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED that in accordance with the provisions of Section 152, 160 and all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), and the Rules framed thereunder, as amended from time to time, Ms. Anita M. George (DIN: 00441131), who was appointed by the Board of Directors of the Company as an Additional Director and who holds office upto the date of this Annual General Meeting of the Company, in terms of Section 161 of the Act be and is hereby appointed as a Nominee Director of CDPQ Private Equity Asia Pte. Ltd, liable to retire by rotation.”

7. Re-appointment of Mr. S. G. Gulati as an Independent Director To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED that pursuant to the provisions of Sections 149, 152, 160 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Rules framed there under, Mr. S. G. Gulati (DIN:01017041), a Non-Executive Director of the Company, who has submitted a declaration that he meets the criteria of independence as provided in Section 149(6) of the Act and who is eligible for re-appointment, be and is hereby appointed as an Independent Director of the


Company for the second term till the conclusion of the 13th Annual General Meeting of the Company to be held in the year 2020.”

8. Re-appointment of Mr. Ashok Kini as an Independent Director

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED that pursuant to the provisions of Sections 149, 152, 160 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Rules framed there under, Mr. Ashok Kini (DIN:00812946), a Non-Executive Director of the Company, who has given a declaration that he meets the criteria of independence as provided in Section 149(6) of the Act and who is eligible for re-appointment, be and is hereby appointed as an Independent Director of the Company for the second term till the conclusion of the 13th Annual General Meeting of the Company to be held in the year 2020.”

9. Issue of Non-convertible Debentures by the Company To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED that pursuant to the provisions of Section 42 and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014 (as amended from time to time) including any statutory modification(s) or re-enactment thereof and relevant provisions of the Memorandum and Articles of Association of the Company and subject to the necessary approval, consent, permission, exemption and / or sanction of the appropriate authorities, institutions or bodies and subject to such conditions as may be prescribed by any of them while granting any such approval, consent, permission, exemption or sanction, the Board of Directors of the Company (hereinafter referred to as ‘the Board’ which term shall be deemed to include any Committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this Resolution) be and is hereby authorised on behalf of the Company to issue, offer and allot Non-convertible Debentures (“the Debentures”) aggregating to Rs. 6,500 Crores (Rupees Six Thousand Five Hundred Crores only) on a private placement basis, in one or more tranches, to mutual funds, banks, venture capital funds, state industrial development corporations, insurance companies, provident funds, pension funds, development financial institutions, foreign portfolio investors, foreign institutional investors, companies, private or public or other entities, authorities and to such other eligible persons, as the Board may in its absolute discretion decide including conversion of loan availed by the Company from any Banks, Financial Institutions, companies, private or public or other entities, authorities and persons in to the Debentures and such debentures may or may not be listed on any Stock Exchange;


FURTHER RESOLVED that for the purpose of creating, offering, issuing and allotting the Debentures, the Board be and is hereby authorised on behalf of the Company to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary or expedient in the interest of the Company and with power on behalf of the Company to determine the terms and conditions of the issue of the Debentures, settle any questions, difficulties or doubts that may arise in this regard without requiring the Board to secure any further consent or approval of the Members of the Company.”

10. Issue of Compulsorily Convertible Preference Shares (CCPS)

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED that pursuant to the provisions of Sections 62, 42 and all other applicable provisions, if any, of the Companies Act, 2013 ('the Act') and the Rules framed there under including any statutory modification(s) or re-enactment thereof for the time being in force, the Articles of Association of the Company, the Foreign Exchange Management Act, 1999, and the provisions of any other applicable laws, rules and regulations (including any amendments thereto or re-enactments thereof) and also subject to receipt of the requisite approvals, permissions and sanctions of Reserve Bank of India and other authorities, institutions or bodies ('the appropriate authorities') as may be necessary and subject to such conditions and modification(s) as may be prescribed or imposed by them while granting such approvals, permissions and sanctions, which the Board of Directors of the Company (hereinafter referred to as ‘the Board’ which term shall include Operation/Credit Committee to exercise its powers, if necessary, conferred by this resolution) is empowered to accept, the consent, authority and approval of the Company be and is hereby accorded to the Board to create, offer, issue and allot up to 44,00,000 (Forty Four Lakhs) 0.001% Non – Cumulative, Participating, Compulsorily Convertible Preference Shares (CCPS) – Series B of Rs.10/- each with an issue price ranging from Rs. 140 to Rs. 160 including premium to CDPQ Private Equity Asia Pte Ltd, having its office at 1, Raffle Quay, #21-01, Singapore(048583) on a Preferential basis in one or more tranches and on such terms and conditions and in such manner as may be approved, finalized or decided by the Board from time to time;

FURTHER RESOLVED that for the purpose of giving effect to this resolution, the Board be and is hereby authorized to do all such acts, deeds, matters and things as it may in its absolute discretion, deem necessary and desirable and expedient for such purpose including without limitation, to finalize, approve and sign, issue Disclosure Document/Private Placement Offer Letter, and other documents and for the purpose of the aforesaid to give such declarations, affidavits, undertakings, certificates, consents and to authorise Managing Director & Chief Executive Officer to resolve all the questions of doubt that may arise with regard to the issue, offer, allotment, utilization of proceeds and other related matters without requiring any further consent or approval of the


members of the Company in connection with the issue of CCPS and to authorize such persons as may be necessary, in connection therewith and incidental thereto in his absolute discretion shall deem fit and to do all such things, deeds and acts and to comply with all the formalities as may be required in connection with and incidental to the aforesaid issue of CCPS.”

For and on behalf of the Board of Directors Edelweiss Asset Reconstruction Company Limited

Sd/-

Deepak Nautiyal Company Secretary

Date: May 16, 2017 Registered Office: Edelweiss House, Off CST Road, Kalina, Mumbai – 400 098 CIN No.: U67100MH2007PLC174759


NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. THE INSTRUMENT APPOINTING PROXY MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

A person can act as proxy on behalf of Members holding in the aggregate not more than 10 % of the total share capital of the Company. In case a proxy is proposed to be appointed by a Member holding more than 10 % of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder.

2. In respect of Special Business to be transacted the Explanatory Statement pursuant to

Section 102(1) of the Companies Act, 2013 is annexed.


Annexure to the Notice dated May 16, 2017

Statement pursuant to the provisions of Section 102(1) of the Companies Act, 2013 Item No. 5:-

Mr. Venkatchalam Ramaswamy was appointed as an Additional (Non-Executive Non Independent) Director by the Board of Directors of the Company with effect from December 8, 2016. In accordance with the provisions of Section 161 of the Companies Act, 2013, Mr. Venkatchalam Ramaswamy holds office upto the date of this Annual General Meeting.

The brief profile of Mr. Venkatchalam Ramaswamy is as under: Mr. Venkatchalam Ramaswamy is an MBA from the University of Pittsburgh, United States of America and Bachelor’s Degree holder in Electronics Engineering. After having worked in ICICI Limited and as a fund manager with Spartek Fund – one of India’s early PE fund – Mr. Venkat co-founded Edelweiss Financial Services Limited. He is widely recognised as one of India’s finest deal makers. Amongst his responsibilities at Edelweiss, he also Co-Heads two of the Group’s most strategic businesses – Distress Assets & Resolution Business and Global Asset Management, while continuing to play a mentorship role with the Edelweiss Investment Banking business. Mr. Venkat Ramaswamy is also instrumental in formation of Edelweiss Asset Reconstruction Company Limited. Mr. Venkatchalam Ramaswamy is eligible for appointment and the Company has received a notice from a member signifying its intention to propose him as a candidate for the office of Director at this Annual General Meeting of the Company. Considering his experience and expertise in the Finance & Investment sector, the Board recommends passing an Ordinary Resolution as set out at Item No. 5 of the Notice for approval by the members. Except Mr. Venkatchalam Ramaswamy, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the resolutions set out in Item No. 5 of the Notice.

Item No. 6:-

Ms. Anita M. George was appointed as an Additional (Nominee) Director of the Company with effect from February 15, 2017. In accordance with the provisions of Section 161 of the Companies Act, 2013, Ms. Anita M. George holds office up to the date of this Annual General Meeting.

The brief profile of Ms. Anita M. George is as under:


Ms. George holds a Bachelor of Economics and Spanish from Smith College, in Massachusetts, and a Masters in Economics and an MBA in Finance from Boston University. She has travelled extensively and spent several years in Washington, D.C. while covering growth markets globally. She has in-depth knowledge of private and public development institutions, and extensive experience in many regions of the globe including Europe, South and Central Asia, the Middle East and Africa. Ms. Anita M. George is eligible for appointment and the Company has received a notice from a member signifying its intention to propose Ms. Anita M. George as a candidate for the office of Nominee Director of CDPQ Private Equity Asia Pte. Ltd at this Annual General Meeting of the Company. Considering her experience and expertise in the Finance & Investment sector, the Board recommends passing an Ordinary Resolution as set out at Item No. 6 of the Notice for approval by the members. Except Ms. Anita M. George, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the resolutions set out in Item No. 6 of the Notice. Item No. 7 & 8:- The Members of the Company at their Annual General Meeting (AGM) held on August 26, 2014 had appointed the following Independent Directors from the conclusion of the said AGM till the conclusion of Annual General Meeting to be held in the year 2017:

• Mr. T.S. Krishna Murthy (DIN:00279767), • Mr. V. Janakiraman (DIN: 00051804), • Mr. Ashok Kini (DIN: 00812946), and • Mr. S.G. Gulati (DIN: 01017041).

Mr. T.S. Krishna Murthy and Mr. V. Janakiraman did not offer themselves for re-appointment as Independent Directors of the Company. Considering the experience, expertise, and contribution made by Mr. Ashok Kini and Mr. S.G. Gulati since their induction and based on their performance, the Board of Directors recommended to consider their re-appointment for the second term in accordance with the provisions of Section 149 of the Companies Act, 2013. The profile of the independent directors is provided as under:

i) Mr. S.G. Gulati Mr. S. G. Gulati is a B.Sc., BE (Mech.) and PGDIM. After a stint of nearly 12 years in the engineering field as mechanical engineer, he joined Industrial Development Bank of India (IDBI) in 1979, where he worked at various positions and was the Executive


Director in-charge of large and mid-corporate operations, besides HR and Administration. He retired from IDBI in 2003 after serving for over 24 years in the project financing and financial services space. Mr. Gulati gained valuable experience in the fields of Project Finance. He was closely associated with restructuring and intensive monitoring of implementation of large projects. He was also responsible for containment of NPAs and recovery out of sticky loans through aggressive negotiations, legal action, one time settlements, etc. Mr. Gulati has also been the member of Corporate Debt Restructuring (CDR) Committee, besides other relevant professional committees/groups. Mr. Gulati interacted with top business leaders, senior Government officials both at Central and State levels, multilateral Institutions such as World Bank, IFC(W), etc. Mr. Gulati also served on various internal committees of IDBI. During the service in IDBI, Mr. Gulati has served on the Boards of various companies.

ii) Mr. Ashok Kini Mr Ashok Kini is a B.Sc., MA and CAIIB. Mr. Kini joined State Bank of India as Probationary Officer in 1967 and held key positions during a 38 year long banking career and including the position of Managing Director from which he retired on December 31, 2005. During his tenure with State Bank of India, Mr. Kini had extensive exposure to its lending activities in the Retail, SSI, Agricultural and Industrial Finance segments and to Information Technology. He was also a Chairman of a Regional Rural Bank. Mr. Kini has been an Independent Non-Executive Director on the Board of many Companies. He also served as an Advisor to Thorat Committee on Financial Inclusion at RBI. The Board recommends passing a Special Resolution as set out at Item No. 7 & 8 of the Notice for approval by the members. Except Mr. Ashok Kini and Mr. S.G. Gulati, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the resolutions set out at Item No. 7 and 8 respectively. Item No. 9:- As per the provisions of Section 42 of the Companies Act, 2013 (“the Act”) and the Companies (Prospectus and Allotment of Securities) Rules, 2014 as amended from time to time, a company offering or making an invitation to subscribe to Non-convertible Debentures (“the Debentures”) on a private placement basis, is required to obtain the prior approval of the Members by way of a Special Resolution. To meet its financial requirements, the Company may raise funds by issue of Debentures on a private placement basis.


Accordingly, approval of the Members is being sought for issue of the Debentures on a private placement basis for an amount not exceeding Rs. 6,500 Crores. The Debentures may be issued at par or at a premium and, may be listed on the stock exchanges and, on such other terms and conditions as the Board of Directors may deem fit.

The Special Resolution set out in the Notice shall remain valid / in force for a period of 1 year from the date of passing the Resolution.

The Board recommends passing a Special Resolution as set out at Item No. 9 of the Notice for the approval by members.

None of the Directors, Key Managerial Personnel of the Company and their relatives is concerned or interested, in any manner, as set out at Item No. 9 of the Notice.


Item No. 10:- To augment the long term resources and to meet the long-term capital requirements of the Company, it is proposed to offer, issue and allot up to 44,00,000 (Fourty Four Lakhs) 0.001% Non – Cumulative, Participating, Compulsorily Convertible Preference Shares (CCPS) of Rs.10/- each with an issue price ranging from Rs. 140 to Rs. 160 including premium to CDPQ Private Equity Asia Pte Ltd. having its office situated at 1, Raffle Quay, #21-01, Singapore(048583).

As the CCPS are proposed to be offered on a preferential basis, the approval of members is sought as per the applicable provisions of the Companies Act 2013 (“the Act”) read with the Companies (Share Capital and Debentures) Rules, 2014 (“the Rules”) including any statutory modification thereto or re-enactment thereof.

Pre and Post issue shareholding structure:

Category Pre Issue Post Issue

Equity Share Capital Preference Share Capital Equity Share Capital Preference Share Capital

No. of shares held

% of shareholding

No. of Shares

held

% of shareholding

No. of Shares

held % of

shareholding

No. of Shares held

% of shareholding

Promoters’ holding : Indian : Individual 0 0.00% 0 0 0 0.00% 0 0 Bodies Corporate 157,473,684 74.80% 0 0 157,473,684 74.80% 0 0 Sub – total (A) 157,473,684 74.80% 157,473,684 74.80% Foreign Promoters 0 0.00% 0 0 0 0.00% 0 0 Sub - total (B) 157,473,684 74.80% 157,473,684 74.80% 0 0 Non- Promoters’ holding 0.00% Institutional Investors 0 0.00% 0 0 0.00% Non-Institution : 0.00% Private Corporate Bodies 0 0.00% 0 0 0 0.00% 0 0 Directors and Relatives 7,400,000 3.52% 0 0 7,400,000 3.52% 0 0 Indian Public 35,126,136 16.68% 0 0 35,126,136 16.68% 0 0 Others (Including NRIs) 10,526,316 5.00% 20,000,000 100% 10,526,316 5.00% 24,400,000 100% Sub - total (C) 53,052,452 25.20% 20,000,000 100% 53,052,452 25.20% 24,400,000 100% Grand Total (B+C) 210,526,136 100.00% 20,000,000 100% 210,526,136 100.00% 24,400,000 100%


The required disclosures under the aforesaid Rules are as under:

Particulars Remarks Nature of Shares i.e. cumulative or non-cumulative, participating or non-participating, convertible or non-convertible

0.001% Non – Cumulative, Participating, Compulsorily Convertible Preference Shares (“CCPS”)

Size of the issue, number of preference shares and nominal value of each shares, price at which the same is proposed to be issued

44,00,000 (Forty Four Lakhs) CCPSs of face value of Rs. 10/- each aggregating to Rs. 4,40,00,000 (Four Crores Forty Lakhs).

Price/Price band at/within which such shares are proposed to be issued

CCPS will be issued at Rs 140 to Rs 160 (Face value at Rs. 10/- and Premium Rs. 130 to Rs 150).

Basis on which price is arrived at

The price has been arrived at considering the fair value of the company applying an appropriate valuation methodology.

Relevant date with reference to which price has been arrived

The relevant date with reference to which price has been arrived at is March 31, 2017.

Objects of the issue

To augment the capital base, to meet the long-term financial requirements of the company and for general business purposes.

Manner of issue of shares

In one or more tranches on a preferential allotment basis in accordance with the provisions of section 62(1)(c) of the Act.


Particulars Remarks Terms of the issue, including terms and rate of dividend on each share, etc.

Key terms of the issue of the CCPS:

(a) The CCPS holders will be entitled to preferential dividend of Rs. 0.0001 per CCPS per annum.

(b) In addition, subject to applicable Law, each CCPS holder

would be entitled to participate pari-passu in any dividends paid to shareholders of the Company on a pro rata, as-if-converted basis.

(c) The CCPS holders are entitled to have the proceeds of

dissolution or winding up applied to pay off their CCPS investment in the Company, prior and in preference to any other payments by the Company to the equity share holders.

(d) If permitted under applicable law, the CCPS shall have

voting rights on a fully diluted basis and can vote on very matter of the Company.

Terms of redemption, including the tenure of redemption, redemption of shares at premium and if the preference shares are convertible, the terms of conversion

CCPS are not redeemable but are convertible into equity shares of the company no later than the fourth anniversary from the date of issue of the Series A - CCPS. Additionally, after September 30, 2019, the Investor will have the option to convert all (but not less than all) of the CCPS at any time by a written notice to the Company.

Class or classes of person to whom the allotment is proposed to be made.

The CCPS are proposed to be allotted to CDPQ Private Equity Asia Pte. Ltd.


Particulars Remarks Intention of promoters, directors or KMP to subscribe to the offer

The Promoters, Directors or Key Managerial Personnel of the Company are not offered the said CCPS.

Proposed time within which the allotment shall be completed The allotment shall be completed within 12 months from the date of passing of the resolution.

The name of the proposed allottees and the percentage of the post preferential offer capital held by them

CDPQ Private Equity Asia Pte. Ltd. (“Investor”) is the proposed allottee and will hold 100% of the preference share capital of the Company at the time of the issue of the CCPS.

The change in control, if any, in the Company that would occur consequent to the preferential offer

There will not be any change in control of the Company.

The number of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price

The Company has not made any allotment on preferential basis during the year under review.

Price pursuant to conversion as per rule 13(2)(h) The CCPS conversion price will be a price greater than fair value as determined by a Chartered Accountant or SEBI registered merchant banker at the time of conversion. Already issued Series A along with the proposed Series B will be such that it results in the Investor holding 20% of the share capital on the fully diluted basis immediately after the allotment of CCPS. This price may be revised upward on the Company achieving certain performance-linked targets agreed with investor.

The number of persons to whom allotment on preferential basis have already been made during the year

None.


The Board recommends passing a Special Resolution as set out at Item No. 10 of the Notice. The valuation report is available on request during 11.00 a.m. to 1:00 p.m. for the inspection by the members at the Registered Office of the Company from May 23, 2017 to May 24, 2017.

Except Ms. Anita M. George, none of the Directors, Key Managerial Personnel of the Company and their relatives is concerned or interested, in any manner, as set out at Item No. 10 of the Notice.


Sd/-

Deepak Nautiyal Company Secretary

Date: May 16, 2017 Registered Office: Edelweiss House, Off CST Road, Kalina, Mumbai 400 098 CIN No.: U67100MH2007PLC174759


ANNEXURE

DETAILS OF DIRECTORS SEEKING APPOINTMENT/ RE-APPOINTMENT AT THE FORTHCOMING ANNUAL GENERAL MEETING

(Pursuant to Secretarial Standard 2 on General Meetings) Name of the Director Venkatchalam Ramaswamy Anita M. George S.G. Gulati Ashok Kini DIN 00008509 00441131 01017041 00812946 Date of Birth August 12, 1966 June 16, 1960 October 7, 1943 December 12, 1945 Date of First Appointment on the Board

December 8, 2016 February 15, 2017 August 29, 2011 November 29, 2011

Qualifications

Bachelor’s of Engineering, MBA Bachelor of Economics & Spanish, tts

Masters in Economics and an MBA in Finance.

B.Sc., BE (Mech.), PGDIM

B.S.C., MA, CAIIB

Expertise Financial & Investment Finance & Investment Bnaking Services Banking Services Directorships held in other Companies

• Edelweiss Financial Services Limited

• Edelweiss Financial & Investment Services Limited

• Edelweiss Tokio Life Insurance Company Limited

• Prime Urban Development India Limited

• Edelweiss Investment Advisors Private Limited

• TVS Logistics Services Limited • CDPQ India Private Limited

NIL • GOCL Corporation Limited

• UTI Trustee Company Private Limited

• FINO Paytech Limited

• Gulf Oil Lubricants India Limited

• FINO Finance Private Limited

• Nihilent Technologies Limited

• Nihilent Analytics Limited

Memberships / Chairmanships of committees across of all other Boards

1 NIL NIL NIL

Number of Meetings (including Committee Meetings) attended during the year

Board Meeting: 1/1 NA Board Meeting: 5/5 Committee

Meetings: 4/4

Board Meeting: 5/5 Committee Meetings:

4/4


Name of the Director Venkatchalam Ramaswamy Anita M. George S.G. Gulati Ashok Kini Shareholding of Non-Executive Directors

NIL NIL NIL NIL

Relationships between directors inter-se, Manager and other Key Managerial Personnel

NA NA NA NA

Terms and Conditions of appointment / re-appointment alongwith remuneration to be paid and last drawn

Additional Director being reappointed at this Annual General

Meeting. Being a Non-Executive Non-Independent Director, the

remuneration, if any, is as per the Companies Act, 2013

Additional Director being reappointed at this Annual

General Meeting. Being a Non-Executive Non-Independent Director, the remuneration, if

any, is as per the Companies Act, 2013

Independent Director.

Remuneration, if any, is as per the Companies Act,

2013

Independent Director. Remuneration, if any,

is as per the Companies Act, 2013

Edelweiss Asset Reconstruction Company Limited Corporate Identity Number: U67100MH2007PLC174759 Registered Office: Edelweiss House, Off CST Road, Kalina, Mumbai – 400 098 Tel: +91 22 4088 6090/6620 3149 Branch Office: 603-606, 6th Floor, Mercantile House, 15, Kasturba Gandhi Marg, New Delhi – 110001 www.edelweissarc.in

Edelweiss Asset Reconstruction Company Limited CIN: U67100MH2007PLC174759

Registered office: Edelweiss House, Off C.S.T. Road, Kalina, Mumbai - 400 098.

PROXY FORM [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014] Name of the member(s): _____________________________________________________________ Registered address: _______________________________________________________________ E-mail id: ________________________________________________________________________ Folio No/Client Id: ________________________________________________________________ DP ID: __________________________________________________________________________ I/We, being the member(s) of ____________ shares of the above named company, hereby appoint 1. Name

2. Name

3. Name

Address

Address

Address

E-mail Id

E-mail Id E-mail Id

Signature ……………………………………., or failing him

Signature …………………………………., or failing him

Signature ………………………………….

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at the Registered Office of the Company at Edelweiss House, Off C.S.T. Road, Kailna, Mumbai – 400 098 and at any adjournment thereof in respect of such resolution as indicated below:-

Sr. No. Resolution For Against

Ordinary Business 1 To consider and adopt the audited financial statement of the

Company for the financial year ended March 31, 2017 together with the reports of the Board of Directors and Auditors thereon


Sr. No. Resolution For Against

2 To appoint a Director in place of Ms. Vidya Shah (DIN: 00274831) who retires by rotation and, being eligible, offers herself for re-appointment

3 Appointment of M/s. Price Waterhouse, Chartered Accountants LLP (FRN: 012754N/N500016), as Auditors of the Company to fill casual vacancy

4 Appointment of M/s. Price Waterhouse, Chartered Accountants LLP (FRN: 012754N/N500016), as Auditors of the Company

Special Business 5 Appointment of Mr. Venkatchalam Ramaswamy as a Director 6 Appointment of Ms. Anita M. George as a Nominee Director 7 Re-appointment of Mr. S.G. Gulati 8 Re-appointment of Mr. Ashok Kini 9 Issue of Non-convertible Debentures by the Company

10 Issue of Compulsorily Convertible Preference Shares Signed this ______day of ________, 201_.

__________________________ Signature of the shareholder (Please sign across the Stamp)

Instructions

1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

2. This is only optional: Please put a “√” in the appropriate column against the resolutions indicated in the box. If you leave the ‘For’ or ‘Against’ column blank against any or all resolutions, your proxy will be entitle to vote in the manner he/she thinks appropriate.

3. Please fill all the details in BLOCK LETTERS in English.

Affix Revenue Stamp


Edelweiss Asset Reconstruction Company Limited CIN: U67100MH2007PLC174759

Registered office: Edelweiss House, Off C.S.T. Road, Kalina, Mumbai - 400 098. PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE MEETING DP. ID: Folio No.: Client ID: No. of Shares: Name and address of the Shareholder: I hereby record my presence at the Annual General Meeting of the Company held on Wednesday, May 24, 2017 at 10.30 a.m. at Edelweiss House, Off C.S.T Road, Kalina, Mumbai – 400 098. _______________________________ Signature of the Shareholder / Proxy


Route map for the venue of the meeting

Landmark: NAFA Bus Stop, near Kalina University


THE COMPANIES ACT, 2013

CONSENT BY SHAREHOLDER FOR SHORTER NOTICE

[Pursuant to Section 101 of the Companies Act, 2013]

To, The Board of Directors,

Edelweiss Asset Reconstruction Company Limited,

Edelweiss House,

Off C.S.T Road, Kalina,

Mumbai – 400098.

I, ____________, residing at __________________, holding __________ Equity Shares of

Rs. 10 each in my name, hereby give consent, pursuant to Section 101 of the Companies

Act, 2013 and the Rules framed thereunder, to hold the Extra-Ordinary General Meeting

of the Company on _____day, _____, 2017 at a shorter notice.

__________________ (Name of Shareholder) Date: ___________, 2017


BOARD’S REPORT To the Members of Edelweiss Asset Reconstruction Company Limited The Directors hereby present their 10th Annual Report on the business, operations and state of affairs of the Company together with the audited financial statements for the year ended March 31, 2017.

Financial Summary / Highlights:

(₹ in Crores) Particulars 2016-17 2015-16

Total Income 505.17 299.03 Total Expenditure 352.32 230.12 Profit before tax 152.85 68.91 Provision for tax (including Deferred Tax) 50.87 23.94 Profit after tax 101.98 44.98 Balance in Profit & Loss Account brought forward 100.26 53.25 Securities Premium 404.16 2.03 Balance carried to Balance Sheet 604.37 100.26

Dividend: As per the terms & conditions of 0.001%Non-Cumulative, Participating, Compulsorily, Convertible Preference Shares of Rs. 10/- each issued to CDPQ Private Equity Asia Pte. Ltd., an amount of Rs. 2000/- shall be paid as a dividend. Information on the state of affairs of the Company:

During the year ended March 31, 2017, the Company has generated total income of Rs. 505.17 Crores as compared to Rs. 299.03 Crores in the previous year. The profit after tax for the year ended March 31, 2017 was Rs. 101.98 Crores as compared to Rs. 44.98 Crores in the previous year. Operations:

General: Distressed assets business witnessed significant activity during the year under review with the Central Government and RBI taking several initiatives to help the banks resolve their NPAs expeditiously and effectively. Your company has been actively supporting the banking system by acquisition and resolution of NPAs. The Company continued to be a leader in the industry with asset under management of over Rs. 38,000 Crores. Its focus on resolution and revival has brought about a paradigm shift in the way distressed and stressed asset business is carried out currently; the shift is from recovery through asset stripping to resolution and revival of potentially viable industrial and infrastructure units, thereby improving the recovery potential and more importantly helping the economy through the theme of “Re-make in India”.


Acquisitions:

During the year under review, your Company acquired debts / Loan Portfolios with an aggregate due of about Rs. 24,038 Crores from Banks / FIs for a total consideration of Rs. 11,550 Crores. Resolution and Recovery: The Company has in place appropriate resolution strategies in respect of assets acquired. Strategies adopted / proposed to be adopted included restructuring of debt / business, sale of non-core assets, enforcement of securities under SARFAESI, etc. The aggregate recoveries effected by the Company during the year from the acquired assets amounted to Rs. 1082 Crores. Assets Under Management (AUM): The AUM as on March 31, 2017 stood at Rs. 38,269 Crores. Rating of Security Receipts and Net Asset Value: Rating of Security Receipts has been received from the rating agencies and Net Asset Value of such Security Receipts has been communicated to the Security Receipt holders as per RBI Guidelines in this regard. Business Outlook: Stress in Indian banking system has been increasing over the past few years. Total stressed assets in the system defined as the aggregate of Gross NPAs and Restructured Loans is estimated to be over 14.5% as on March 31, 2017, a significant majority being in the NPA category. In addition to the extent of the problem, the situation is serious in the context of systemic importance of a number of very large NPAs in core sectors like steel, utilities and infrastructure. Resolution and revival of many of these companies are important for sustainable growth of industry and infrastructure of the country. The Government and the Regulators have taken significant initiatives in the recent past to improve NPA management in Banks. A few important steps introduced include:

• Introduction of a comprehensive legal framework to help expeditious resolution through enactment of Insolvency and Bankruptcy Code (IBC)

• Amended the Banking Regulation Act (BR Act) to empower RBI to

o direct specific action in specific cases; RBI can now direct banks to initiate: Resolution process in respect of a default under IBC

Appropriate resolution of stressed assets

o Set up of one or more authorities or committees which will give comfort to bank

management for taking haircuts in resolution, thereby expediting decisions


Pursuant to BR Act amendment RBI issued a circular:

• Clarifying or rather broadening the scope of JLF/corrective action plan – CAP can cover SDR and S4A cases; decision of majority lenders with 60% by value and 50% by numbers, will be binding on all lenders,

• Advising strict adherence to decisions of JLF and timelines with monetary penalties,

• Directing Bank Boards to empower executives to implement CAP without referring back to the Boards.

These initiatives are aimed apparently at a few large stressed loans particularly in the major sectors mentioned above. Strengthening of the infrastructure of National Company Law Tribunal (NCLT) for successful implementation of Insolvency and Bankruptcy Code would be of paramount importance to get full benefit out of above measures. The year also witnessed a host of measures by Government and the regulator for revitalizing the ARC industry. A series of amendments to the SARFAESI Act has been carried out to hasten the process recovery or ease of doing distressed assets business. All constraints regarding capital raising have been removed; accordingly, 100% ownership is allowed for a single sponsor including foreigners and 100% holding of Security Receipts by FII/FPI is now possible. So, there are hardly any major issues left to be addressed by the Government and RBI, except that RBI may need to tweak a few regulatory aspects like, (a) rules regarding change of management under SARFAESI, (b) allowing ARCs to convert part of loan into equity beyond current limit of 26% (c) allowing exemption to ARC for equity acquired as part of debt resolution from SEBI takeover and (c) proper definition of capital adequacy norm for ARCs on the lines of banks/NBFCs. Currently ARCs are required to maintain capital adequacy of 15% on own capital. The RBI vide its notification dated September 01, 2016, advised the banks a few steps with a view to (a) cleaning up their balance sheets sooner than later, (b) incorporating complete transparency in the sale process of NPAs/stressed assets to ARCs and other players in the field and (c) expediting the resolution process for early revival/recovery. Complete responsibility of balance sheet clean-up is with the Board of each bank. This top down decision making will help banks address NPA issue faster. Boards’ involvement in identifying assets for sale as well as periodical review of all NPAs in the doubtful category augurs well for distress asset business. Independent valuation of all assets above Rs. 50 Crores, E-auction, Swiss challenge, etc., enhances the transparency in the business. The stage is therefore well set for the development of a vibrant distress asset business in India. ARC industry has come a long way since its inception and evolved from a recovery oriented agency mechanism to an attractive investment business for revival of financially broken but potentially viable business entities to earn reasonable risk adjusted return. Recent initiatives enumerated above will make ARCs more effective and efficient in their effort of business revival and morph them as turnaround specialists. Edelweiss Group during the year entered into a long term partnership with Caisse de dépôt et placement du Québec's (CDPQ). CDPQ targets investment of Rs. 5,000 Crores in stressed assets and specialized corporate credit, over a four-year period. This will make it the single largest investment by an institutional investor in this sector. CDPQ will also acquire a 20% equity stake in Edelweiss


Asset Reconstruction Company (EARC). This investment along with support of Edelweiss Group and other stakeholders will help EARC to continue its growth trajectory Share Capital: During the year under review, the Authorised Share Capital of the Company was increased from Rs. 150 Crores to Rs. 750 Crores by the creation of additional 35,00,00,000 equity shares of the face value of Rs. 10/- each and 25,00,00,000 Preference Shares of the face value of Rs. 10/- each. During the year, the Company has allotted:

i) 10,52,63,158 equity shares of the face value of Rs. 10 each at a premium of Rs. 11 per equity share on Rights basis; and

ii) 2,00,00,000, 0.001% Non – Cumulative, Participating, Compulsorily Convertible Preference Shares – Series - A of face value of Rs. 10/- each, at a premium of Rs. 143.16875/- each.

Loans, Investments and Guarantees: Particulars of loans given and investments made, if any, are disclosed in the Financial Statements. During the year under review, the Company has not given any guarantee. Subsidiaries: On September 16, 2016 your company became a subsidiary of Edelweiss Financial Services Limited. Your Company does not have any subsidiary. Related Party Transactions: All the Related Party Transactions entered by the Company are on arm’s length basis and in the ordinary course of business. All the Related Party Transactions as required under AS-18 are reported in the Notes to the financial statement. Directors and Key Managerial Personnel:

i. Independent Directors The members at their 7th Annual General Meeting of the Company held on August 26, 2014 had appointed Independent Directors till the conclusion of the 10th Annual General Meeting of the Company to be held in the year 2017. Accordingly, the tenure of the Independent Directors shall be completed at the ensuing Annual General Meeting. The Board has recommended the appointment of Mr. S.G. Gulati and Mr. Ashok Kini as Independent Directors of the Company for approval by the members by way of special resolution. Mr. T.S. Krishna Murthy and Mr. V. Janakiraman did not offer themselves for reappointment.


In accordance with the provisions of Section 149 of the Companies Act, 2013, the Independent Directors have given a declaration that they meet the criteria of independence as provided in the said section.

ii. Non-executive (Non-Independent) Directors: During the year under review, Mr. Venkatchalam Ramaswamy and Ms. Anita M. George were appointed as Additional Directors of your Company with effect from December 8, 2016 and February 15, 2017 respectively to hold office till the conclusion of ensuing Annual General Meeting. The Company has received a letter from the shareholder proposing appointment of Mr. Venkatchalam Ramaswamy as the Non-Executive Non-Independent Director and appointment of Ms. Anita M. George as the Nominee Director.

iii. Retirement by rotation of the Directors: Ms. Vidya Shah retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers herself for re-appointment.

iv. Key Managerial Personnel:

Mr. Mehul Gandhi resigned as the Chief Financial Officer of the Company with effect from February 7, 2017. Mr. Abhishek Baxi was appointed as the Chief Financial Officer of the Company with effect from February 7, 2017.

Number of Board Meetings held: During the year ended March 31, 2017, the Board met 5 times. Evaluation of the performance of the Board: The Board has framed an Evaluation Policy (“the Policy”) for evaluating the performance of the Board, Chairman, Managing Director, Independent Directors, Non-executive Directors, Committees of the Board and Individual Directors. Based on the same, the performance was evaluated for the financial year ended March 31, 2017. A meeting of the Independent Directors was held during the year under review. The Policy inter-alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion and contribution at the meetings, business acumen, strategic thinking, time commitment, relationship with the stakeholders’, contribution of the Committees to the Board in discharging in its functions, etc. Remuneration Policy: The Company has formulated a Remuneration Policy as per the provisions of Section 178 of the Companies Act, 2013. The Policy is provided as Annexure I to this Report.


Internal Financial Control: The Company has in place adequate internal financial control with reference to financial statement. Audit Committee: The Audit Committee of the Board of Directors of the Company comprises of the following Directors:-

Mr. T. S. Krishna Murthy - Independent Director (Chairman) Mr. V. Janakiraman - Independent Director Mr. Ashok Kini - Independent Director

Corporate Social Responsibility: In accordance with the provisions of Section 135 of the Companies Act, 2013 (the Act), the Board of Directors of the Company has constituted the Corporate Social Responsibility Committee (“the CSR Committee”) comprising the following Directors as its members:

Mr. T. S. Krishna Murthy - Independent Director Mr. S. G. Gulati - Independent Director Mr. Siby Antony - Managing Director & CEO Ms. Vidya Shah - Non-Executive Non Independent Director

The CSR Policy of the Company is uploaded on the website of the Company i.e. www.edelweissarc.in. Further the details in this regard are provided in Annexure II to this report. Auditors: The members of the Company at the 7th Annual General Meeting (AGM) of the Company held on August 26, 2014, appointed M/s. Khimji Kunverji & Co., Chartered Accountants, as the Auditors of the Company till the conclusion of the 12th AGM of the Company to be held in the year 2019, subject to ratification of their appointment at every AGM. M/s. Khimji Kunverji & Co., Chartered Accountants, has expressed its inability to continue as Auditors of the Company and the Board has recommended the appointment of M/s Price Waterhouse, Chartered Accountants LLP, as Auditors of the Company for the approval of the members in accordance with Section 139 and other applicable provisions of the Companies Act, 2013. Secretarial Audit: The Board had appointed SVVS & Associates, Company Secretaries LLP, as the Secretarial Auditor of the Company for the financial year ended March 31, 2017. The report from the Secretarial Auditor is provided as Annexure III to this Report.

http://www.edelweissarc.in/


Sexual Harassment of Women at Work Place: The Company has framed a Policy on Prevention of Sexual Harassment at workplace. There were no cases reported during the year ended March 31, 2017. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings / Outgo: A. Conservation of energy

i) the steps taken or impact on conservation of energy – though the operations of your

Company are not energy-intensive, adequate measures have been initiated for conservation of energy.

ii) the steps taken by the Company for utilising alternate source of energy – though the

operations of your Company are not energy-intensive, the Company shall explore alternative source of energy, as and when the necessity arises.

iii) the capital investment on energy conservation equipments - Nil

B. Technology absorption

i) the efforts made towards technology absorption - The minimum technology required for the business has been absorbed.

ii) the benefits derived like product improvement, cost reduction, product development

or import substitution - Not Applicable

iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and

the reasons thereof; and

iv) the expenditure incurred on Research and Development - Not Applicable

C. Foreign exchange earnings and outgo

During the year under review, there were no foreign exchange earnings (Previous Year: Nil). The foreign exchange outgo during the year was Rs. 1,67,293 (Previous year: 23,660).


Others Disclosures: No disclosure is required in respect of the details relating to the deposits covered under Chapter V of the Companies Act, 2013, issue of Equity Shares with differential rights as to dividend, voting or otherwise, sweat equity shares, as there were no transactions on these matters during the year ended March 31, 2017. There were no significant or material order passed by any regulator or court or tribunal which would impact the status of the Company as a going concern and the operations in future. Extract of Annual Return: In accordance with the provisions of Section 92 of the Companies Act, 2013 and the Rules framed thereunder, the extract of Annual Return in the prescribed Form MGT – 9 is provided as Annexure IV to this Report. Risk Management: The Board of Directors of the Company has framed and implemented a Risk Management Policy. Whistle Blower Policy / Vigil Mechanism: The Company has established Vigil Mechanism (‘Whistle-blower Mechanism’) which envisages reporting by directors and employees about their genuine concerns or grievances. The policy is uploaded on www.edelweissarc.in. The vigil mechanism is overseen by the Audit Committee. Directors Responsibility Statement: Pursuant to Section 134 of the Companies Act, 2013 (“the Act”), your Directors confirms that —

a) in the preparation of the annual accounts, the applicable accounting standards had been followed;

b) we had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for the financial year ended on that date;

c) proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) internal financial controls have been laid down and the same are adequate and were operating effectively; and

we have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

http://www.edelweissarc.in/


Particulars of Employees: The information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided on request. In terms of Section 136 of the Act, the Reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees’ particulars mentioned in Section 197 (12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is available for inspection by the members at the Registered Office of the Company during business hour on working days of the Company up to the date of the ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance. Debenture Trustees SBICAP Trustee Company Limited 202, Maker Tower – E, Cuffe Parade, Mumbai 400 005 and an office at Apeejay House, 6th Floor, 3 Dinshaw Wachha Road, Churchgate, Mumbai – 400020 Tel: +91 22 4302 5530 Fax: +91 22 4302 5500 E-mail: [email protected] Website: www.sbicaptrustee.com Contact Person: Mr. Ajit Joshi, Compliance Officer

Axis Trustee Services Limited 2nd Floor, E-Wing, Axis House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai - 400 025. Tel:- 022 2425 5215 / 5216 E-mail: [email protected] Website: www.axistrustee.com Contact Person: Chief Operating Officer.

Acknowledgments The Board of Directors wishes to place on record their appreciation for the continued support and co-operation extended by the Reserve Bank of India, government authorities, banks, and other stakeholders. Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.

For and on behalf of the Board of Directors

Edelweiss Asset Reconstruction Company Limited

Sd/- Sd/-

Siby Antony Rashesh Shah Managing Director Director DIN: 00075909 DIN: 00008322

May 16, 2017

tel:-%20022


http://www.axistrustee.com/

Annexure I

Remuneration Policy

Edelweiss Asset Reconstruction Company Limited Objective The Companies Act, 2013 (‘the Act’) and the Rules framed there under requires a Company to frame policy for determining the remuneration payable to the Directors, Key Managerial Personnel (KMPs) and other employees. While appointing the Directors, the Nomination and Remuneration Committee (‘the Committee’) considers qualification, positive attributes, areas of expertise and number of Directorships in other companies and such other factors as it may deem fit. The Board considers the Committee’s recommendation, and takes appropriate action. The objective of the Remuneration Policy (the Policy) of the Company is to provide a framework for the remuneration of the Independent Directors, Non-executive Directors, Managing Director/Executive Directors, KMPs, and other Senior level employees of the Company. The primary objective of the Policy is to ensure that:

i. the level and composition of remuneration is reasonable and sufficient to attract, retain talent required to run the Company successfully;

ii. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

iii. remuneration to the Directors, KMPs and senior management comprises a balance fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

Remuneration of the Independent Directors & Non- executive Directors

• The Independent Directors & Non-executive Directors are eligible for sitting fees for attending the meetings of the Board and the Committees thereof. The Independent Directors & Non-executive Directors are also eligible for commission, subject to limits prescribed under the Act and the Rules framed there under.

• The Independent Directors are not eligible for stock options of the Company or a holding company of Sponsor.

• The Non-executive Directors shall be eligible for stock options of the Company or a

holding company of Sponsor. Remuneration of the Managing Director

• The remuneration of the Managing Director is recommended by the Nomination and Remuneration Committee (‘the NRC’) to the Board. Based on the recommendations of the NRC, the Board determines and approves the remuneration of the Managing Director/Executive Directors, subject to necessary approvals, if any.

• The remuneration paid to the Managing Director is within the limits prescribed under the Act and approved by the shareholders of the Company. The remuneration structure includes fixed salary, perquisites, bonus, other benefits and allowances and contribution to Funds, etc.

• The Managing Director shall be eligible for stock options of the Company or a holding company of Sponsor.

Remuneration of the KMP (other than Managing Director ) and Senior level employees

• The key components of remuneration package of the KMP (other than Managing Director) and Senior level employees shall comprise of fixed salary, perquisites, annual bonus, other benefits and allowances and contribution to Funds, etc.

• They shall be eligible for stock options of the Company or a holding company of Sponsor.

Edelweiss Code of Conduct and the Guiding Principles

• The employees must conduct themselves according to the Edelweiss Code of

Conduct and the Guiding Principles.

• Any such breach will attract appropriate disciplinary action and may have a direct bearing on their performance appraisal and rewards.

Policy Review

• The Policy may be amended as may be necessary.

• The NRC shall implement the Policy, and may issue such guidelines, procedures etc. as it may deem fit.

Annexure II

Annual Report on the Corporate Social Responsibility (CSR) activities for the financial year 2016 - 2017

[Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014]

1. A brief outline of the Company’s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs: To leverage the capacity and capital to equip and enable the social sector achieve the greatest impact on the lives of the poor in India.

2. The current composition is as under:

Mr. T. S. Krishna Murthy - Independent Director Mr. S G. Gulati - Independent Director Ms. Vidya Shah - Non-Executive Non-Independent Director Mr. Siby Antony - Managing Director & Chief Executive Officer

3. Average net profit of the company for last three financial years: Rs. 44,00,00,000/-.

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above): Rs. 88,00,000/-.

5. Details of CSR spent during the financial year: a) Total amount to be spent for the financial year:

Rs. 88,00,000/-. b) Amount unspent, if any: Nil.

(c) Manner in which the amount spent during the financial year is detailed below.

1 2 3 4 5 6 7 8 Sl. No

CSR project or activity identified

Sector in which the Project is covered

Projects or programs

Amount outlay (budget) project or programs wise

Amount spent on the projects or programs

Cumulative expenditure up to the reporting period

Amount spent Direct or through implementing agency*

(1) Local area or other

Sub – heads:

(2) Specify the State and district where projects or programs was undertaken

(1)Direct expenditure on projects or programs

(2) Overheads

1. Educati

on & Woman Empowerment

Education &

Woman Empowe

rment

Maharashtra &

Rajasthan

88,00,000 88,00,000 - 88,00,000 Edelgive Foundation

TOTAL 88,00,000 88,00,000 - 88,00,000 -

6. In case the Company has failed to spend two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report.

7. A responsibility statement of the CSR Committee –

The implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the Company.


Sd/- Sd/-

Siby Antony Rashesh Shah Managing Director Director DIN: 00075909 DIN: 00008322 May 16, 2017

Annexure-III Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2017

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

The Members, Edelweiss Asset Reconstruction Company Limited Edelweiss House Off C.S.T. Road, Kalina Mumbai - 400 098. We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Edelweiss Asset Reconstruction Company Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2017, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter. We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2017 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made

thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made

thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and

Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 20111;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 20152;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 20093;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 19994;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 20095;

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 19986;

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ; and

(vi) Other applicable laws namely Industrial & Labour Laws, Commercial laws, Business

related Laws, Commercial Laws as detailed in Annexure B We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (ii) The Listing Agreements entered into by the Company with Stock Exchange(s).

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above,

We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. No audit has been conducted on the compliance with finance and taxation laws as the same are subject to audit by the Statutory Auditor and Internal Auditor to the Company and their observations, if any, shall hold good for the purpose of this audit report. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining

1 Not applicable to the Company during the Audit Period 2 ibid 3 ibid 4 ibid 5 ibid 6 ibid

further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes7. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that during the audit period the Company has (i) issued Equity Shares on rights basis (ii) issued Non Convertible Debentures on a private placement basis (iii) issued Compulsory Convertible Preference Shares, and (iv) effected changes in the Sponsors. We further report that during the audit period the Company has become a subsidiary of Edelweiss Financial Services Limited by virtue of change in shareholding structure. Sd/- May 16, 2017 Mumbai

CS. Suresh Viswanathan Designated Partner FCS : 4453 CP No : 11745

Note: This report is to be read with the list of Applicable Laws and our letter of even date which are attached as Annexure A and Annexure B respectively and form an integral part of this report.

7 All resolutions were carried unanimously

ANNEXURE A The Members, Edelweiss Asset Reconstruction Company Limited Edelweiss House Off C.S.T. Road, Kalina Mumbai - 400 098. Our report of even date is to be read along with this letter. 1. Maintenance of secretarial record is the responsibility of the management of the Company.

Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rules, regulations the responsibility of management, our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Sd/- May 16, 2017 Mumbai

CS. Suresh Viswanathan Designated Partner FCS : 4453 CP No : 11745

ANNEXURE B No. Governing Act/Rules/Regulation/Circulars/Notifications, etc. A Labour Laws 1. The Maternity Benefit Act, 1961 2. The Payment of Bonus Act, 1965 3. Equal Remuneration Act, 1976 4. The Minimum Wages Act, 1948 5. The Maharashtra Labour Welfare Fund Act, 1953 6. The Maharashtra Workmen's Minimum House Rent Allowance Act, 1983 7. Employee’s Provident Fund & Miscellaneous Provisions Act, 1952 8. The Payment of Gratuity Act, 1972 9. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)

Act, 2013 B Banking Laws 1. Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest

Act, 2002, and Rules thereunder 2. SC RC Related circulars issued by RBI C Local Body Laws 1. The Bombay Shops and Establishments Act, 1948

Annexure IV

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on March 31, 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: i) CIN U67100MH2007PLC174759 ii) Registration Date 05/10/2007 iii) Name of the Company Edelweiss Asset Reconstruction Company Limited iv) Category / Sub-Category of the Company Category: Company Limited by Shares

Sub-Category: Indian Non-Government Company v) Address of the Registered office and contact details Edelweiss House, Off C.S.T. Road, Kalina,

Mumbai- 400 098. Email – [email protected] Tel No. - +91 22 4088 5780 Fax No. - +91 22 4019 4900

vi) Whether listed company Yes vii) Name, Address and Contact details of Registrar and Transfer

Agent, if any Link Intime India Private Limited C-101, 247 Park, LBS Marg, Vikhroli (W), Mumbai 400 083, India Tel: +91 22 4918 6000 Fax: +91 22 4918 6060 E-mail : [email protected] Website: www.linkintime.co.in Contact Person: Mr. Ganesh Jadhav

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company

As per Attachment - A

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

As per Attachment - B


IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)

i) Category-wise Share Holding As per Attachment - C ii) Shareholding of Promoters As per Attachment - D iii) Change in Promoters’ Shareholding As per Attachment - E iv) Shareholding Pattern of top ten Shareholders (other than

Directors, Promoters and Holders of GDRs and ADRs) As per Attachment - F

v) Shareholding of Directors and Key Managerial Personnel As per Attachment - G V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

As per Attachment - H

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

As per Attachment - I

B. Remuneration to other directors As per Attachment - I C. Remuneration to Key Managerial Personnel other than

MD/Manager/WTD As per Attachment - I

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

As per Attachment - J

Attachment - A 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:- Sl. No.

Name and Description of main products / services

NIC Code of the Product / service*

% to total turnover of the Company

1. Financial and related services 64990 100% * As per National Industrial Classification – Ministry of Statistics and Programme Implementation Attachment - B III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES –

Sr. No.

Name and Address of the Company

CIN/GLN Holding/ Subsidiary/ Associate

% of shares held

Applicable Section

1. Edelweiss Financial Services Limited Edelweiss House, Off C.S.T. Road, Kalina, Mumbai – 400 098.

L99999MH1995PLC094641 Holding 74.80* Section 2(87)(ii)

*Edelweiss Financial Services Limited along with its subsidiaries holds 74.80% of the total equity share capital and independently holds 9.89% of the total equity share capital

Attachment – C IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year as on April 1, 2016

No. of Shares held at the end of the year as on March 31, 2017

% Change during

the year Demat Physical Total % of

Total Shares

Demat Physical Total % of Total

Shares A. Promoters (1) Indian a) Individual / HUF - - - - - - - - - b) Central Govt - - - - - - - - - c) State Govt (s) - - - - - - - - - d) Bodies Corporate 2,49,54,568 2,49,54,580 4,99,09,148 47.41 15,74,73,678 6 15,74,73,684 74.80 27.39 e) Banks / FI - - - - - - - - - f) Any Other - - - - - - - - - Sub-total (A) (1):- 2,49,54,568 2,49,54,580 4,99,09,148 47.41 15,74,73,678 6 15,74,73,684 74.80 27.39 (2) Foreign a) NRIs – Individuals - - - - - - - - - b) Other – Individuals

- - - - - - - - -

c) Bodies Corporate - - - - - - - - - d) Banks / FI - - - - - - - - - e) Any Other - - - - - - - - - Sub-total (A) (2):- - - - - - - - - - Total shareholding of Promoter (A) =(A)(1)+(A)(2)

2,49,54,568 2,49,54,580 4,99,09,148 47.41 15,74,73,678 6 15,74,73,684 74.80 27.39




% Change during


Total Shares


Shares B. Public Shareholding

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 (specify) - - - - - - - - - Sub-total (B)(1):- - - - - - - - - - 2. Non-Institutions a) Bodies Corporate

i) Indian - 99,00,000 99,00,000 9.41 - - - - (9.41) ii) Overseas - 52,63,158 52,63,158 5 - 1,05,26,316 1,05,26,316 5 0

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

2,87,90,852

1,14,00,000 4,01,90,852 38.18 4,10,26,316 15,00,000 4,25,26,316 20.20 (17.98)




% Change during


Total Shares


Shares c) Others (specify) - - - - - - - - - Sub-total (B)(2):-

2,87,90,852 2,65,63,158 5,53,54,010

52.59 4,10,26,316 1,20,26,316 5,30,52,632 25.20 (27.39)

Total Public Shareholding (B)=(B)(1)+(B)(2)

2,87,90,852 2,65,63,158 5,53,54,010

52.59 4,10,26,316 1,20,26,316 5,30,52,632 25.20 (27.39)

C. Shares held by Custodian for GDRs & ADRs

- - - - - - - - -

Grand Total (A+B+C)

5,37,45,420 5,15,17,738 10,52,63,158 100 19,84,99,994 1,20,26,322 21,05,26,316 100 Nil

Attachment – D (ii) Shareholding of Promoters Sl. No.

Shareholder’s Name

Shareholding at the beginning of the year as on April 1, 2016

Share holding at the end of the year as on March 31, 2017

% change In share holding during the year

No. of Shares

% of Total Shares of the company

% of Shares Pledged / encumbered to total shares

No. of Shares

% of Total Shares of the company

% of Shares Pledged / encumbered to total shares

1. Edelweiss Custodial Services Limited

4,99,09,148 47.41 Nil 5,44,59,148 25.87 Nil (21.55)

2. Edelweiss Financial Services Limited

Nil Nil Nil 2,08,17,286 9.89 Nil 9.89

3. Edelweiss Commodities Services Limited

Nil Nil Nil 2,09,64,082 9.96 Nil 9.96

4. Ecap Equities Limited Nil Nil Nil 2,09,64,082 9.96 Nil 9.96 5. Edelweiss Securities

Limited Nil Nil Nil 1,44,50,000 6.86 Nil 6.86

6. Edelweiss Finvest Private Limited

Nil Nil Nil 1,52,54,550 7.25 Nil 7.25

7. Edelcap Securities Limited

Nil Nil Nil 1,05,64,536 5.02 Nil 5.02

Attachment – E

(iii) Change in Promoters’ Shareholding (please specify, if there is no change):

Sl. No.

Particulars Shareholding at the beginning of the financial year as on April 01, 2016

Cumulative Shareholding during the financial year

No. of shares % of total shares of the

company


company 1. At the beginning of the year 4,99,09,148 47.41 4,99,09,148 47.41 2. Date wise Increase /Decrease in

Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment /transfer /bonus/ sweat equity etc):

Edelweiss Financial Services Limited

Acquired vide transfer on July 15, 2016

22,72,725

2.16

5,21,81,873

49.57

Acquired vide Right Issue on August 26, 2016

1,85,44,561

8.81

7,07,26,434

33.60

Edelweiss Commodities Services Limited


1,72,18,656

8.18

8,79,45,090

41.77

Ecap Equities Limited


1,72,18,656

8.18

10,51,63,746

49.95

Edelweiss Commodities Services Limited

Acquired vide transfer on September 16, 2016

37,45,426

1.78

10,89,09,172

51.73

Ecap Equities Limited


37,45,426

1.78

11,26,54,598

53.51

Sl. No.

Particulars Shareholding at the beginning of the financial year as on April 01, 2016



company


company Edelweiss Custodial Services Limited


45,50,000

2.16

11,72,04,598

55.67

Edelweiss Securities Limited Acquired vide transfer on September 19, 2016

45,50,000

2.16

12,17,54,598

57.83

Edelweiss Finvest Private Limited


1,52,54,550

7.25

13,70,09,148

65.08

Edelweiss Securities Limited

Acquired vide transfer on October 6, 2016

99,00,000

4.70

14,69,09,148

69.78

Edelcap Securities Limited Acquired vide transfer on December 7, 2016

1,05,64,536 5.02

15,74,73,684

74.80

3. At the End of the year - - 15,74,73,684 74.80

Attachment - F (iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): Sl. No.

Name

Shareholding at the beginning of the financial

year as on April 1, 2016


1.

Reeta Kuhad

No. of shares

% of total shares of the

company

No. of Shares


company At the beginning of the year 1,40,00,000 13.30 1,40,00,000 13.30 Date wise Increase /Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment /transfer /bonus/ sweat equity etc):


72,00,000 3.42 2,12,00,000 10.07

At the end of the year

- - 2,12,00,000 10.07

2. M/s. Gamla Livforsakringsaktiebolaget SEB Trygg Liv (publ)

No. of shares


company

No. of Shares


company

At the beginning of the year 52,63,158 5 52,63,158 5 Date wise Increase /Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment /transfer /bonus/ sweat equity etc):


52,63,158 2.5 1,05,26,316 5


- - 1,05,26,316 5

Sl. No.

Name




3. Swapna Tandon

No. of shares


company

No. of Shares


company At the beginning of the year - - - - Date wise Increase /Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment /transfer /bonus/ sweat equity etc):

Acquired vide transfer on March 31, 2017

1,05,26,316 5 1,05,26,316 5

At the end of the year - - 1,05,26,316 5 4. Preeta Balia

No. of shares


company

No. of Shares


company At the beginning of the year 20,00,000 1.90 20,00,000 1.90 Date wise Increase /Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment /transfer /bonus/ sweat equity etc):


34,00,000 1.61 5,400,000 2.56

At the end of the year - - 5,400,000 2.56 5. Prateek Kuhad

No. of shares


company

No. of Shares




34,00,000 1.61 34,00,000 1.61


- - 34,00,000 1.61

Sl. No.

Name




6 Sarla Balia No. of shares


company

No. of Shares




10,00,000 0.47 10,00,000 0.47

At the end of the year - - 10,00,000 0.47 7. Alok Tandon No. of

shares % of total

shares of the company

No. of Shares


company At the beginning of the year 1,42,90,852 13.58 1,42,90,852 13.58 Date wise Increase /Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment /transfer /bonus/ sweat equity etc):


68,00,000 3.23 2,10,90,852 10.02

Transferred on December 7, 2016

(1,05,64,536) (5.02) 1,05,26,316 5

Transferred on March 31, 2017

(1,05,26,316) (5) - -


- - - -

Sl. No.

Name




8. Vineet Kashyap No. of shares


company

No. of Shares



Transferred on July 15, 2016

(22,72,725) (2.16) 76,27,275 7.25

Transferred on August 18, 2016

(76,27,275) (7.25) - -

At the end of the year - - - - 9. Aakanksha Management Consultancy

& Holdings (P) Limited* No. of

shares % of total


No. of Shares



Transferred on October 6, 2016

(99,00,000) (9.41) - -

At the end of the year - - - -

Attachment - G (v) Shareholding of Directors and Key Managerial Personnel: Sl. No.

Shareholding at the beginning of the year

Cumulative Shareholding during the

Year 1. Vikas Balia No. of shares % of total


No. of shares % of total shares of the company

At the beginning of the year - - - - Date wise Increase /Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment /transfer /bonus/ sweat equity etc):


10,00,000 0.47 10,00,000 0.47

At the End of the year - - 10,00,000 0.47

Attachment – H V. INDEBTEDNESS Indebtedness of the Company including interest outstanding / accrued but not due for payment

(Amount in ₹)

Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 1,49,93,61,089 20,92,65,80,257 - 22,42,59,41,346 ii) Interest due but not paid - - - - iii) Interest accrued but not due 1,44,71,624 19,92,70,510 - 21,37,42,134

Total (i+ii+iii) 1,51,38,32,713 21,12,58,50,767 - 22,63,96,83,480 Change in Indebtedness during the financial year

• Addition 23,46,44,49,074 5,14,03,67,945 - 28,60,48,17,019 • Reduction (10,00,00,000) (19,42,65,80,257) - (19,52,65,80,257)

Net Change 23,36,44,49,074 -14,28,62,12,312 - 9,07,82,36,762 Indebtedness at the end of the financial year

i) Principal Amount 24,86,38,10,163 6,64,03,67,945 - 31,50,41,78,108 ii) Interest due but not paid - - - - iii) Interest accrued but not due 73,42,14,528 - - 73,42,14,528

Total (i+ii+iii) 25,59,80,24,691 6,64,03,67,945 - 32,23,83,92,636

Attachment I VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl. no. Particulars of Remuneration Name of MD/WTD/Manager Total Amount Managing

Director & CEO

Whole time Director Manager

1. Gross salary a) Salary as per provisions

contained in section 17(1) of the Income-tax Act, 1961

3,23,57,706 - - 3,23,57,706

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

39,600 - - 39,600

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

- - -

-

2. Sweat Equity - - - - 3. Commission

- as % of profit - others, specify…

- - -

-

4. Others, please specify - - - - Total (A) 3,23,97,306 - - 3,23,97,306 Ceiling as per the Act Refer Note

Note: The remuneration paid to Managing Director is within the limits prescribed under the Companies Act, 2013 and the Rules framed thereunder.

B. Remuneration to other directors: Sl. No.

Particulars of Remuneration Name of Directors Total Amount

1. Independent Directors V. Janakiraman

T. S. Krishnamurthy

Ashok Kini

S. G. Gulati

• Fee for attending board / committee meetings

3,20,000 4,00,000 3,20,000 7,80,000 18,20,000

• Commission - - - - - • Others, please specify - - - - Total (1) 3,20,000 4,00,000 3,20,000 7,80,000 18,20,000 2. Other Non-Executive

Directors Rashesh Shah Vidya Shah Vikas Balia -

• Fee for attending board / committee meetings

- - - - -

• Commission - - - - - • Others, please specify - - - - - Total (2) Nil Nil Nil Nil Nil Total (B)=(1+2) 3,20,000 4,00,000 3,20,000 7,80,000 18,20,000 Total Managerial

Remuneration

Overall Ceiling as per the Act Refer Note Note: The total managerial remuneration is within the ceilings prescribed.

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD: Sl. no.

Particulars of Remuneration

Key Managerial Personnel CEO Company Secretary CFO CFO Total

Deepak Nautiyal Mehul Gandhi Abhishek Baxi (01.04.2016-

31.03.2017) (01.04.2016-07.02.2017)

(07.02.2017-31.03.2017)

1. Gross salary (a) Salary as per

provisions contained in section 17(1) of the Income-tax Act, 1961

- 18,44,841 4,214,568 5,96,492 66,83,576

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

- -

27,675 - -

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

- - - - -

2. Stock Option - - - - - 3. Sweat Equity - - - - - 4. Commission

- as % of profit - others, specify…

- - - - -

5. Others, please specify - - - - - Total - 18,44,841

42,42,243 5,96,492 66,83,576

Attachment J VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Type Section of

the Companies Act

Brief Description

Details of Penalty / Punishment / Compounding fees imposed

Authority [RD / NCLT/ COURT]

Appeal made, if any (give Details)

A. COMPANY Penalty

None Punishment Compounding B. DIRECTORS Penalty

None Punishment Compounding C. OTHER OFFICERS IN DEFAULT Penalty

None Punishment Compounding

For and on behalf of the Board of Directors


Sd/- Sd/-

Siby Antony Rashesh Shah Managing Director Director DIN: 00075909 DIN: 00008322 May 16, 2017

INDEPENDENT AUDITOR’S REPORT

To the Members of Edelweiss Asset Reconstruction Company Limited Report on the Financial Statements 1 We have audited the accompanying financial statements of Edelweiss Asset

Reconstruction Company Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss and 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 2 The Management and Board of Directors of the Company are responsible for the

matters stated in Section 134(5) of the Companies Act, 2013 (‘the Act’) with respect to the preparation 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 Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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; 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

Auditor’s Responsibility 3 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. 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

4 An audit involves performing procedures to obtain audit evidence about the

amounts and disclosures in the financial statements. 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. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statement, 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 accounting policies used and the reasonableness of the accounting estimates made by the Company’s management and Board of Directors, as well as evaluating the overall presentation of the financial statements

5 We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our audit opinion Opinion 6 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 31st March 2017, its Profit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

7 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 give in the “Annexure A”, a statement on the matters specified in paragraphs 3 and 4 of the Order

8 As required by section 143(3) of the Act, we further report 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, Statement of Profit and Loss, and 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 applicable

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

the Companies (Accounts) Rules 2014

e. on the basis of written representations received from the directors as on March

31, 2017, and taken on record by the Board of Directors, none of the directors is

disqualified as on March 31, 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”

g. In our opinion and to the best of our information and according to the

explanations given to us, we report as under with respect to other matters to be

included in the Auditor’s Report in accordance with Rule 11 of the Companies

(Audit and Auditors) Rules, 2014:

(i) The Company does not have any pending litigations which would impact its

financial position

(ii) The Company does not have any long-term contracts including derivative

contracts for which there existed any foreseeable losses

(iii) There has not been an occasion in case of the Company during the year under

report to transfer any sums to the Investor Education and Protection Fund.

The question of delay in transferring such sums does not arise

(iv) The Company has provided requisite disclosures in its financial

statements as to holdings as well as dealings in Specified Bank notes

during the period from November 8, 2016 to December 30, 2016 and

as explained to us, the same are in accordance with books of accounts

and records maintained by the Company. Refer Note 2.35

For Khimji Kunverji & Co Chartered Accountants Firm Registration No 105146W

Hasmukh B Dedhia Partner (F - 33494) Place: Mumbai Date: May 16, 2017

DeepakNautiyal

Typewritten Text

DeepakNautiyal

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Sd/-

DeepakNautiyal

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DeepakNautiyal

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Annexure A referred to in paragraph 7 Our Report of even date to the members of Edelweiss Asset Reconstruction Company Limited on the Financial Statements of the company for the year ended 31st March, 2017

On the basis of such checks as we considered appropriate and according to the

information and explanations given to us during the course of our audit, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including

quantitative details and situation of fixed assets;

(b) Based on the records of the Company examined by us, fixed assets have been

physically verified by the management at regular intervals; as informed to us,

no material discrepancies were noticed on such verification;

(c) According to the information and explanations given to us and based on the records of the company examined by us, title deed of an immovable property is held in the name of the company.

(ii) The nature of business of the Company does not require it to have any

inventory. Hence, the requirement of clause 3 (ii) of the Order is not applicable

to it.

(iii) The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act. Hence the requirement of clause 3 (iii) of the order is not applicable.

(iv) According to the records of the company examined by us and as per the

information and explanations given to us, the Company has not granted any loans or advances covered under Section 185 and 186 of the Act

(v) The Company has not accepted any deposits from the public covered under

Section 73 to 76 of the Companies Act, 2013

(vi) As informed to us, the Central Government has not prescribed maintenance of

cost records under sub-section (1) of Section 148 of the Act

(vii) (a) According to the information and explanations given and based on the records of

the Company examined by us, the company is generally regular in depositing

the undisputed statutory dues, including Provident Fund, Income-tax, Value

Added Tax, Sales Tax, Service Tax, and other material statutory dues applicable

to it. There are no undisputed statutory dues remaining outstanding for the

period exceeding six months as at the date of the Balance sheet

We have been informed that Employees’ state insurance, Custom duty and

Excise Duty are currently not applicable to the Company for the year under

audit

(b) According to the information and explanations given and based on the records

of the Company examined by us, there are no dues of Income Tax, Sales Tax,

Service Tax, Value Added Tax and Cess which have not been deposited on

account of any disputes

We have been informed that Custom duty and Excise Duty are currently not

applicable to the Company for the year under audit

(viii) According to the information and explanations given and based on the records

of the company examined by us, the Company has not defaulted in repayment

of loans or borrowings to any financial institution, Bank, Government or dues to

debenture holders

(ix) The Company has raised money by way of issue of Listed secured Non-

convertible debentures and term loans. Based on the records of the company

examined in course of our audit, the moneys so raised have been utilized for the

purpose of business for which the same were raised

(x) During the course of our examination of the books and records of the Company,

carried in accordance with the auditing standards generally accepted in India,

we have neither come across any instance of fraud by the Company or on the

Company by its officers or employees noticed or reported during the course of

our audit nor have we been informed of any such instance by the Management

(xi) According to the information and explanations given and based on the records

of the company examined by us, the Company has complied with the provisions

of Section 197 read with Schedule V to the Companies Act, 2013 pertaining to

Managerial Remuneration paid/provided during the year under audit

(xii) In our opinion and according to the information and explanations given, the

Company is not a Nidhi Company. Hence, clause 3(xii) of the Order is not

applicable to it;

(xiii) According to the information and explanations given and based on the records

of the company examined by us, the Company has complied with the provisions

of Section 177 read with Rule 6 of Companies (Meetings of Board and its

Powers) Rules, 2014. The transactions with related parties entered into by the

Company, disclosures whereof are made as per applicable Accounting

Standards, do not attract the provisions of Section 188 of the Act;

(xiv) The Company has made a preferential allotment of preference shares during

the year under audit and requirements of Section 42 read with Section 62 of the

Act are complied with and the amount so raised have been used for the purpose

of business for which the funds were raised;

(xv) According to information and explanation given, the Company has not entered

into any non-cash transactions with directors or persons connected with them

during the year under audit

(xvi) The Company being a Securitization and Reconstruction Company ('SCRC')

under SARFAESI Act 2002, it is not required to be registered under Section 45 IA

of the Reserve Bank of India Act 1934.

For Khimji Kunverji & Co Chartered Accountants Firm Registration No 105146W


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Annexure B referred to in paragraph 8(f) of Our Report of even date to the members of Edelweiss Asset Reconstruction Company Limited on the Financial Statements of the Company for the year ended 31st 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 the company as at 31 March 2017 in conjunction with our audit of 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 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 Act. 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 Act, to the extent applicable to an audit of internal financial controls over financial reporting. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting are established and maintained and whether 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 in 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 Internal financial control over financial reporting is a process designed by the Company 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 details, 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 authorizations of management and Board of Directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized 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. Further, 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 owing to changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate or for other reasons 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. For Khimji Kunverji & Co Chartered Accountants Firm Registration No.105146W


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Edelweiss Asset Reconstruction Company LimitedCIN-U67100MH2007PLC174759

Balance Sheet as at 31 March 2017

(Currency: Indian rupees in millions) As at As at

Note 31 March 2017 31 March 2016

I. EQUITY AND LIABILITIES

(1) Shareholders' funds

(a) Share capital 2.1 2,305.26 1,052.63

(b) Reserves and surplus 2.2 6,043.73 1,002.59

8,348.99 2,055.22

(2) Non-current liabilities

(a) Long-term borrowings 2.3 20,252.50 9,604.97

(b) Deferred tax liabilities (Net) 2.10 245.83 82.75

(c) Long-term provisions 2.4 108.87 31.25

20,607.20 9,718.97

(3) Current liabilities

(a) Short-term borrowings 2.5 10,889.20 12,720.98

(b) Other current liabilities 2.6 2,634.80 565.80

(c) Short-term provisions 2.7 14.44 29.83

13,538.44 13,316.61

Total 42,494.63 25,090.80

II. ASSETS

(1) Non-current assets

(a) Fixed Assets

(i) Tangible assets 2.8 12.40 8.36

(ii) Intangible assets 2.8 28.46 1.39

(iii) Capital work-in-progress - 0.04

(b) Non-current investments 2.9 38,497.17 22,283.28

(d) Long-term loans and advances 2.11 145.57 74.90

38,683.60 22,367.97

(2) Current assets

(a) Current investments 2.12 2,168.33 1,345.35

(b) Trade receivables 2.13 814.46 689.82

(c) Cash and bank balances 2.14 399.15 486.45

(d) Short-term loans and advances 2.15 410.03 198.76

(e) Other current assets 2.16 19.06 2.45

3,811.03 2,722.83

Total 42,494.63 25,090.80

(0.00) 0.00

Significant accounting policies and notes to the financial

statements 1 & 2

As per our report of even date attached.

For Khimji Kunverji & Co. For and on behalf of the Board of Directors

Chartered Accountants

Firm Registration No.: 105146W

Sd/- Sd/- Sd/-

Hasmukh B Dedhia Siby Antony Rashesh Shah

Partner ( F-33494) Managing Director Director

Mumbai Mumbai

DIN No.: 00075909 DIN No.: 00008322

Sd/- Sd/-

Abhishek Baxi Deepak Nautiyal

Chief Financial Officer Company Secretary

Mumbai Mumbai Mumbai

16 May 2017 16 May 2017


Statement of Profit and Loss

for the year ended 31 March 2017

(Currency: Indian rupees in millions)

For the year ended For the year ended

Note 31 March 2017 31 March 2016

I. Revenue from operations

Fee income 2.17 4,870.70 2,511.37

Other operating revenue 2.18 163.10 479.00

II. Other income 2.19 17.92 -

III. Total Revenue 5,051.72 2,990.37

IV. Expenses

Employee benefit expenses 2.20 318.73 140.98

Finance costs 2.21 2,934.68 2,074.13

Depreciation 2.8 10.29 3.63

Other expenses 2.22 259.51 82.48

Total expenses 3,523.21 2,301.22

IX. Profit before tax 1,528.51 689.15

X. Tax expense:

(1) Income tax 367.51 129.09

(2) MAT credit entitlement (21.93) -

(3) Deferred tax charge/ (benefit) 163.06 110.30

XI. Profit for the year 1,019.87 449.76

XVI. Earnings per equity share (Face value Rs. 10/- per share) 2.24

Basic 6.07 4.33

Diluted 4.62 4.33

Significant accounting policies and notes to the financial

statements 1 & 2





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Siby Antony Rashesh Shah

Sd/- Managing Director Director

Hasmukh B Dedhia Mumbai Mumbai

Partner ( F-33494) DIN No.: 00075909 DIN No.: 00008322

Sd/- Sd/-




16 May 2017 16 May 2017


Cash Flow Statement


(Currency: Indian rupees in millions) For the year ended For the year ended

31 March 2017 31 March 2016

A Cash flow from operating activities

Profit before taxation 1,528.51 689.15

Adjustments for

Depreciation 10.29 3.63

Provision for diminution in value of non-current investments - (12.18)

Bad debts and advances written off - 4.45

Bad debts written back (1.00) (3.00)

Reversal of receivables from trusts as per RBI guidelines 29.31 54.27

Reversal of management fees as per RBI guidelines 378.44 713.25

Provision for compensated absences 0.59 0.31

Provision for gratuity 1.82 1.41

Provision for non performing assets 76.81 (12.59)

Profit from investments in security receipts (52.85) (421.28)

Interest income (109.23) (54.64)

Interest income on fixed deposits (17.92) -

Finance costs 2,934.68 2,073.69

Operating cash flow before working capital changes 4,779.45 3,036.47

Add/(Less): Adjustments for working capital changes

Increase in trade receivables (503.07) (352.19)

(Increase) / Decrease in loans and advances (203.01) (38.41)

Increase / (Decrease) in liabilities and provisions 1,141.59 193.21

(Increase) / Decrease in other current assets (16.61) (1.57)

Cash generated from operations 5,198.35 2,837.51

Income taxes paid (364.78) (148.51)

Net cash generated from operating activities - A 4,833.57 2,689.00

B Cash flow from investing activities

Purchase of fixed assets (41.27) (5.28)

Investments in security receipts (17,566.54) (11,233.73)

Redemption of investments 529.67 1,353.15

Income from investments 52.85 421.28

Interest received on fixed deposits 17.92 -

Interest income on loan 92.62 52.19

(Increase)/Decrease in Earmerked Fixed Deposits (189.88)

Loans given (refer note 2) (58.26) (45.24)

Net cash used in investing activities - B (17,162.89) (9,457.63)

C Cash flow from financing activities

Proceeds from issue of share capital/share application money 5,273.90 72.95

Proceeds (Repayment) from unsecured borrowings (refer note 2) (14,286.21) 8,666.40

Proceeds (Repayment) from secured borrowings (refer note 2) 23,359.47 443.95

Finance costs (2,295.02) (2,060.70)

Net cash generated from financing activities - C 12,052.14 7,122.60

Net increase in cash and cash equivalents (A+B+C) (277.18) 353.97

Cash and cash equivalent as at the beginning of the year 486.45 132.48

Cash and cash equivalent as at the end of the year (refer note 1) 209.27 486.45

Note:

1 Cash and cash equivalents represent cash and balances with banks in current account

placed with banks (refer note 2.14)

2 Net figures have been reported on account of volume of transactions.





Sd/- Sd/-

Sd/- Siby Antony Rashesh Shah

Hasmukh B Dedhia Managing Director Director

Partner ( F-33494) Mumbai Mumbai

DIN No.: 00075909 DIN No.: 00008322

Sd/- Sd/-




16 May 2017 16 May 2017


Notes to the financial statements (Continued)

as at 31 March 2017


As at As at

31 March 2017 31 March 2016

2.1 Share capital

Authorised:

500,000,000 (Previous year: 150,000,000) equity shares of Rs. 10 each

5,000.00 1,500.00

250,000,000 (Previous year: Nil) Preference shares of Rs. 10 each

2,500.00 -

Issued, subscribed and paid up:

21,05,26,316 (Previous year: 10,52,63,158) equity shares of Rs.10

(Previous year: Rs. 10) each, fully paid-up 2,105.26 1,052.63

2,00,00,000 (Previous year: NIL) 0.001% Compulsorily Convertible Non –

Cumulative Preference Shares of Rs.10 (Previous year: NIL) each, fully

paid-up 200.00 -

2,305.26 1,052.63

Reconciliation of number of shares outstanding:

Shares outstanding at the beginning

Number of equity shares 105.26 100.00

Number of 0.001% Compulsorily Convertible preference shares - -

Additions during the year


Number of 0.001% Compulsorily Convertible preference shares 20.00 -

Shares outstanding at the end


Number of 0.001% Compulsorily Convertible preference shares 20.00 -

Reconciliation of share capital:

Shares capital at the beginning

Equity shares capital 1,052.63 1,000.00

0.001% Compulsorily Convertible preference shares capital - -

Additions during the year

Equity shares capital 1,052.63 52.63

0.001% Compulsorily Convertible preference shares capital 200.00 -

Shares capital at the end

Equity shares capital 2,105.26 1,052.63

0.001% Compulsorily Convertible preference shares capital 200.00 -

Details of shareholders holding more than 5% shares in the Company:

As at As at

31 March 2017 31 March 2016

Equity shareholders Number of shares % holding Number of shares % holding

Edelweiss Custodial Services Limited 54,459,148 25.87% 49,909,148 47.41%

Reeta Kuhad 21,200,000 10.07% 14,000,000 13.30%

Edelweiss Financial Services Limited 20,817,286 9.89% - -

Edelweiss Commodities Services Limited 20,964,082 9.96% - -

Ecap Equities Limited 20,964,082 9.96% - -

Edelweiss Securities Limited 14,450,000 6.86% - -

Edelweiss Finvest Private Limited 15,254,550 7.25% - -

Edelcap Securities Limited 10,564,536 5.02% - -

Alok Tandon - - 14,290,852 13.57%

Vineet Kashyap - - 9,900,000 9.41%

Aakanksha Management Consultancy & Holding (P) Limited - - 9,900,000 9.41%

0.001% Compulsorily Convertible preference shareholders Number of shares % holding Number of shares % holding

CDPQ Private Equity Asia Pte Ltd. 20,000,000 100.00% - 0.00%

Terms/rights attached to equity shares:

Terms/rights attached to Compulsorily Convertible preference shares:

2.2 Reserves and surplus

Securities Premium Account - Opening balance 20.32 -

Add : Additions during the year 4,021.27 20.32

4,041.59 20.32

Debenture Redemption Reserve

As per last Balance Sheet 77.67 1.04

Add : Addition during the period 614.94 76.63

692.61 77.67

Surplus in statement of profit and loss

Opening balance 904.60 531.46

Add: Profit for the year 1,019.87 449.76

Amount available for appropriation 1,924.47 981.22

Less: Appropriations

Transfer to Debenture Redemption Reserve 614.94 76.63

Closing Balance in Statement of Profit and Loss 1,309.53 904.60

Closing balance 6,043.73 1,002.59

The Company offered, issued and allotted 2,00,00,000 (Two Crore) 0.001% Non – Cumulative, Participating, Compulsorily Convertible Preference Shares (CCPS) of Rs.10/- each at

a premium of Rs. 143.16875/- each to CDPQ Private Equity Asia Pte Ltd. In addition, subject to applicable Law, each CCPS holder would be entitled to participate pari-passu in any

dividends paid to shareholders of the Company on a pro rata, as-if-converted basis. The CCPS holders are entitled to have the proceeds of dissolution or winding up applied to pay off

their CCPS investment in the Company, prior and in preference to any other payments by the Company to the equity share holders. CCPS are convertible into equity shares of the

Company no later than the fourth anniversary from the date of issue of the CCPS.

The Company has only one class of equity shares having a par value of Rs 10. Each holder of equity shares is entitled to one vote per share held. In the event 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.

There have been no shares (i) bought back, (ii) issued for consideration other than cash or (iii) issued as bonus shares, during last five years.



as at 31 March 2017


As at As at

31 March 2017 31 March 2016

2.3 Long-term borrowings

Secured

Secured Redeemable Non-convertible Debentures 4,400.00 300.00

Secured Redeemable Non-convertible Debentures 9,000.00 -

The rate of interest & repayment schedule are as follows:

Amount (Rs. in millions)

Maturities 2018-19 2019-20 2020-21 2021-22 2026-27 Total

Rate of Interest

10.00%-10.99% 97.50 5,600.00 - 320.00 295.00 6,312.50

Zero Coupon Debentures - 350.00 180.00 - - 530.00

Various (Benchmark linked) 1,205.00 220.00 - 592.50 140.00 2,157.50

Total 1,302.50 6,170.00 180.00 912.50 435.00 9,000.00

Term loan from banks 482.50 840.00

Secured by pledge of security receipts

The rate of interest & repayment schedule are as follows:

Amount (Rs. in millions)

Maturities 2018-19 2019-20 Total

Rate of Interest

11.90%-12.18% 420.00 62.50 482.50

Loans and advances taken 4,870.00 -

Secured by Hypothecation of Security Receipts

18,752.50 1,140.00

Unsecured

Un-secured Redeemable Non-convertible Debentures

1,500.00 1,500.00

Loans and advances taken - 6,964.97

20,252.50 9,604.97

10.75% p.a. of Rs. 300 millions secured by pari passu ranking charge on immovable property

and pledge of Security Receipts is due for redemption in February 2021

2.00% p.a.* of Rs. 4100 millions secured by pari-passu charge on immovable property and

pledge of Security Receipts is due for redemption in March 2027

*Coupon rate is 2% p.a. and additionally, Conditional Interest being positive difference between the

interest payment funds lying in the earmarked Escrow account and Coupon rate.

17.00% p.a. due for redemption in March 2020

14.50% p.a. due for redemption in March 2019

Secured by pari-passu charge on immovable property, hypothecation of Security Receipts and

unconditional & irrevocable guarantee by Edelweiss Financial Services Limited



as at 31 March 2017


As at As at

31 March 2017 31 March 2016

2.4 Long-term provisions

Provision for employee benefits

Gratuity 5.55 3.86

Compensated absences 1.05 0.53

Deferred bonus - 1.40

Others

Provision for non performing assets 102.27 25.46

108.87 31.25

2.5 Short-term borrowings

Secured

Bank overdraft 599.07 259.36

- Secured by Pledge of Security Receipts

Loans taken 5,149.76 -

(Repayable on demand)

- Secured by Hypothecation of Security Receipts

Unsecured

Commercial papers 2,000.00 2,450.00

Less: Unamortised discount 159.63 175.00

1,840.37 2,275.00

Loans taken - 10,186.62

(Repayable on demand)

Inter-corporate loan 3,300.00 -

10,889.20 12,720.98


CIN-U67100MH2007PLC174759


as at 31 March 2017


As at As at

31 March 2017 31 March 2016

2.6 Other current liabilities

Current maturities of Long Term Debt

Term loan from bank (refer note 2.3) 357.50 100.00

Interest accrued but not due on borrowings 734.21 14.47

Interest accrued and due on borrowings - 66.80

Income received in advance 375.48 15.75

Other Payables

Accrued salaries and benefits 148.41 55.19

Withholding tax and other taxes payable 7.04 117.03

Recovery made on behalf of trust 993.88 181.96

Others 18.28 14.60

2,634.80 565.80

2.7 Short-term provisions

Provision for employee benefits

Gratuity 0.61 0.50

Compensated absences 0.29 0.22

Deferred bonus 12.41 27.99

Others

Provision for taxation (net of advance taxes and taxes deducted

at source) 1.12 1.12

14.43 29.83



as at 31 March 2017


2.8 Fixed Assets

Description of assets As at

1 April 2016

Additions

during the year

Deductions

during the

year

As at

31 March 2017

As at

1 April 2016

Additions

during the year

Deductions

during the year

As at

31 March 2017

As at

31 March 2017

As at

31 March 2016

Tangible assets

Building 1.78 - - 1.78 0.13 0.08 - 0.21 1.57 1.64 #

#

Vehicles 6.61 2.52 - 9.13 2.28 1.81 - 4.09 5.04 4.33 #

#

Office equipment 0.65 - 0.01 0.64 0.42 0.10 0.00 0.52 0.12 0.23 #

#

Computers 4.16 5.74 0.14 9.76 2.02 2.18 0.11 4.09 5.67 2.15 #

Total A 13.20 8.26 0.15 21.31 4.85 4.18 0.12 8.92 12.40 8.35

Intangible assets

Computer software 2.10 33.17 - 35.27 0.71 6.10 - 6.81 28.46 1.39 #

Total B 2.10 33.17 - 35.27 0.71 6.10 - 6.81 28.46 1.39

Grand Total (A+B) 15.30 41.43 0.15 56.58 5.56 10.29 0.12 15.73 40.86 9.75

Previous period 10.06 5.28 0.04 15.30 1.94 3.63 0.01 5.56 9.75

Gross block Depreciation and amortization Net block

Edelweiss Asset Reconstruction Company LimitedCIN-U67100MH2007PLC174759 322,101


as at 31 March 2017


2.9 Non-Current investments - at lower of cost and fair value

Face Value Quantity Amount Face Value Quantity Amount

Other non-current investment

Available for sale- Investment in Security Receipts (Non trade, unquoted)

EARC Trust SC 1 - - - - - -

EARC Trust SC 2 Series I - - - 1 1,370 0.00

EARC Trust SC 2 Series II - - - 1 99,000 0.10

EARC Trust SC 3 Series I 1 11,500 0.01 1 11,500 0.01

EARC Trust SC 3 Series II 1 35,100 0.04 1 35,100 0.04

EARC Trust SC 4 Class A - - - - -

EARC Trust SC 4 Class B 998 34,875 34.81 998 34,875 34.81

EARC Trust SC 5 - - - - -

EARC Trust SC 6 538 11,500 6.18 994 11,500 11.43

EARC Trust SC 7 654 5,500 3.60 654 5,500 3.60

EARC Trust SC 8 - - - 585 4,055 2.37

EARC Trust SC 9 1 3,763 0.00 1 3,763 0.00

EARC Trust SC 10 - - - 1 69,000 0.07

EARC Trust SC 11* 1,000 34,500 34.50 1,000 34,500 34.50

EARC Trust SC 12* - - - - - -

EARC Trust SC 14 - - - 1,000 4,125 4.13

EARC Trust SC 15 Series I - - - - - -

EARC Trust SC 15 Series II - - - - - -

EARC Trust SC 16 922 7,250 6.69 922 7,250 6.69

EARC Trust SC 17 872 3,500 3.05 1,000 3,500 3.50

EARC Trust SC 18 Series I*** 1,000 47,500 47.50 1,000 47,500 47.50

EARC Trust SC 18 Series II*** 1,000 6,000 6.00 1,000 6,000 6.00

EARC Trust SC 19 Series I** 971 28,125 27.32 976 28,125 27.44

EARC Trust SC 19 Series II** 971 251,000 243.78 976 251,000 244.92

EARC Trust SC 19 Series III** 979 237,500 232.54 984 237,500 233.63

EARC Trust SC 19 Series IV** 979 167,000 163.51 984 167,000 164.28

EARC Trust SC 19 Series V 979 471,500 461.65 984 471,500 463.83

EARC Trust SC 20 - - - - - -

EARC Trust SC 21 786 77,000 60.51 795 77,000 61.21

EARC Trust SC 22** 952 40,800 38.86 1,000 40,800 40.80

EARC Trust SC 23 Series I** 1,000 317,950 317.95 1,000 317,950 317.95

EARC Trust SC 23 Series II 1,000 81,050 81.05 1,000 81,050 81.05

EARC Trust SC 24** - - - - - -

EARC Trust SC 25 - - - - - -

EARC Trust SC 26 - - - 1 4,640 0.00

EARC Trust SC 27 Series I - - - - - -


EARC Trust SC 28 Series I 1,000 8,500 8.50 1,000 8,500 8.50


EARC Trust SC 28 Series III 1,000 59,600 59.60 1,000 59,600 59.60

EARC Trust SC 28 Series IV 1,000 4,000 4.00 1,000 4,000 4.00

EARC Trust SC 29 1,000 10,000 10.00 1,000 10,000 10.00

EARC Trust SC 30 series I** 1,000 1,533,500 1,533.50 1,000 1,533,500 1,533.50

EARC Trust SC 30 series II 1,000 701,100 701.10 1,000 701,100 701.10

EARC Trust SC 31*** 987 220,500 217.72 1,000 220,500 220.50



EARC Trust SC 33 1,000 111,050 111.05 1,000 111,050 111.05

EARC Trust SC 34 1,000 44,030 44.03 1,000 44,030 44.03


EARC Trust SC 35 Series II*** 1,000 294,500 294.50 1,000 294,500 294.50

EARC Trust SC 36 401 1,500 0.60 401 1,500 0.60





EARC Trust SC 38 Series III 993 34,715 34.48 993 34,715 34.48

EARC Trust SC 39 1,000 94,836 94.84 1,000 94,836 94.84

EARC Trust SC 40 1,000 203,775 203.78 1,000 203,775 203.78



EARC Trust SC 42 1,000 270,000 270.00 1,000 270,000 270.00

EARC Trust SC 43 1,000 45,000 45.00 1,000 45,000 45.00

EARC Trust SC 44 Series I 997 130,625 130.18 1,000 130,625 130.63

EARC Trust SC 44 Series II 997 7,912 7.88 1,000 7,912 7.91

as at 31 March 2017 As at 31 Mar 2016



as at 31 March 2017


EARC Trust SC 47 915 384,000 351.44 965 384,000 370.47

EARC Trust SC 48 989 54,250 53.67 1,000 54,250 54.25

EARC Trust SC 49 858 57,250 49.10 897 57,250 51.37

EARC Trust SC 50* 1,000 365,500 365.50 1,000 365,500 365.50

EARC Trust Sc 50 SIB 1,000 8,814 8.81 1,000 8,814 8.81

EARC Trust -SC 50-SBT* 1,000 70,533 70.53 1,000 70,533 70.53

EARC TRUST- SC 50- LVB 1,000 9,423 9.42 1,000 9,423 9.42

EARC TRUST SC -50 - CBI 1,000 60,590 60.59 1,000 60,590 60.59

EARC TRUST SC -50 - CBI Series II 1,000 9,695 9.70 1,000 9,695 9.70

EARC Trust SC 50 Andhra Bank 1,000 26,375 26.38 1,000 26,375 26.38

EARC Trust SC 50-Allahabad Bank 1,000 177,000 177.00 1,000 177,000 177.00



EARC Trust SC 52 Series III 997 1,405 1.40 1,000 1,405 1.41

EARC Trust SC 53 1,000 65,400 65.40 1,000 65,400 65.40

EARC Trust SC 55 1,000 39,000 39.00 1,000 39,000 39.00

EARC Trust SC 56 Class A - - - 1 10,450 0.01

EARC Trust SC 56 Class B 632 22,150 13.99 1,000 22,150 22.15



EARC Trust SC 58 - - - 1,000 3,500 3.50

EARC Trust SC 101 1,000 37,500 37.50 1,000 37,500 37.50




EARC Trust SC 102 Series IV 966 33,705 32.56 966 33,705 32.56

EARC Trust SC 102 Series V 966 50,625 48.90 966 50,625 48.90

EARC Trust SC 103 1,000 75,000 75.00 1,000 75,000 75.00

EARC Trust SC 104 275 13,620 3.75 550 13,620 7.49





EARC Trust SC 107 1,000 123,000 123.00 1,000 123,000 123.00

EARC Trust SC 108 1,000 109,725 109.73 1,000 109,725 109.73

EARC Trust SC 109 822 271,500 223.05 831 271,500 225.70

EARC Trust SC 110 941 165,000 155.32 1,000 165,000 165.00

EARC Trust SC 111 911 33,030 30.09 1,000 33,030 33.03

EARC Trust SC 112 874 60,000 52.45 985 60,000 59.13

EARC Trust SC 113 974 68,805 67.01 1,000 68,805 68.81




EARC Trust SC 115 1,000 66,060 66.06 1,000 66,060 66.06

EARC Trust SC 116 1,000 112,500 112.50 1,000 112,500 112.50

EARC Trust SC 117 873 68,250 59.55 938 68,250 64.01

EARC Trust SC 118 1,000 45,000 45.00 1,000 45,000 45.00

EARC Trust SC 119 865 11,910 10.30 888 11,910 10.58

EARC Trust SC 120 1,000 231,870 231.87 1,000 231,870 231.87



EARC Trust SC 121 Series III 1,000 600 0.60 1,000 600 0.60


EARC Trust SC 121 Series V 1,000 1,515 1.52 1,000 1,515 1.52

EARC Trust SC 121 Series VI 1,000 3,150 3.15 - - -

EARC Trust SC 122 1,000 79,035 79.04 1,000 79,035 79.04

EARC Trust SC 123 1,000 37,725 37.73 1,000 37,725 37.73



EARC Trust SC 124 Series III 1,000 9,330 9.33 1,000 9,330 9.33


EARC Trust SC 124 Series V 1,000 4,035 4.04 1,000 4,035 4.04

EARC Trust SC 124 Series VI 1,000 4,095 4.10 - - -

EARC Trust SC 124 Series VII 1,000 2,610 2.61 - - -

EARC Trust SC 125 1,000 137,700 137.70 1,000 137,700 137.70



EARC Trust SC 127 958 129,030 123.62 993 129,030 128.12

EARC Trust SC 128 1,000 26,970 26.97 1,000 26,970 26.97

EARC Trust SC 129 1,000 13,500 13.50 1,000 13,500 13.50

EARC Trust SC 130 1,000 9,025 9.03 1,000 9,025 9.03

EARC Trust SC 131 986 165,750 163.42 1,000 165,750 165.75



as at 31 March 2017


EARC Trust SC 132 1,000 1,500 1.50 1,000 1,500 1.50

EARC Trust SC 133 942 48,000 45.24 990 48,000 47.52

EARC Trust SC 134 933 110,625 103.24 986 110,625 109.06

EARC Trust SC 135 1,000 7,500 7.50 1,000 7,500 7.50

EARC Trust SC 136 1,000 41,550 41.55 1,000 41,550 41.55

EARC Trust SC 137 1,000 21,180 21.18 1,000 21,180 21.18

EARC Trust SC 138 1,000 119,640 119.64 1,000 119,640 119.64

EARC Trust SC 138 Series II 1,000 360 0.36 1,000 360 0.36

EARC Trust SC 139 1,000 26,130 26.13 1,000 26,130 26.13

EARC Trust SC 140 1,000 54,000 54.00 1,000 54,000 54.00

EARC Trust SC 141 1,000 102,000 102.00 1,000 102,000 102.00


EARC Trust SC 142 986 20,475 20.18 1,000 20,475 20.48

EARC Trust SC 143 971 369,525 358.84 992 369,525 366.41

EARC Trust SC 144 1,000 84,750 84.75 1,000 84,750 84.75

EARC Trust SC 145 980 125,250 122.73 1,000 125,250 125.25

EARC Trust SC 146 925 344,850 318.96 986 344,850 339.98

EARC Trust SC 147 1,000 24,000 24.00 1,000 24,000 24.00

EARC Trust SC 148 752 14,400 10.82 953 14,400 13.72

EARC Trust SC 149 1,000 21,750 21.75 1,000 21,750 21.75

EARC Trust SC 150 997 65,625 65.41 1,000 65,625 65.63

EARC Trust SC 151 873 213,000 185.96 950 213,000 202.40

EARC Trust SC 151 series II 873 97,875 85.45 950 97,875 93.00

EARC Trust SC 152 1,000 48,750 48.75 1,000 48,750 48.75

EARC Trust SC 153 1,000 139,875 139.88 1,000 139,875 139.88

EARC Trust SC 154 968 277,800 268.98 1,000 277,800 277.73

EARC Trust SC 155 1,000 64,500 64.50 1,000 64,500 64.50

EARC Trust SC 156 902 12,750 11.50 986 12,750 12.57

EARC Trust SC 157 903 41,250 37.23 972 41,250 40.08

EARC Trust SC 158 886 412,500 365.38 1,000 412,500 412.50

EARC Trust SC 159 945 5,625 5.31 1,000 5,625 5.63

EARC Trust SC 160 1,000 10,500 10.50 1,000 10,500 10.50

EARC Trust SC 161 846 27,915 23.61 997 27,915 27.84

EARC Trust SC 162 708 54,000 38.22 1,000 54,000 54.00

EARC Trust SC 163 1,000 24,375 24.38 1,000 24,375 24.38

EARC Trust SC 164 1,000 122,550 122.55 1,000 122,550 122.55

EARC Trust SC 165 1,000 15,000 15.00 1,000 15,000 15.00

EARC Trust SC 166 815 32,925 26.84 990 32,925 32.60

EARC Trust SC 167 1,000 154,650 154.65 1,000 154,650 154.65

EARC Trust SC 168* 994 650,700 646.99 999 650,700 650.28

EARC Trust SC 169 1,000 184,110 184.11 1,000 184,110 184.11

EARC Trust SC 170 963 22,575 21.73 1,000 22,575 22.58

EARC Trust SC 171 1,000 198,150 198.15 1,000 198,150 198.15

EARC Trust SC 172 978 46,785 45.76 1,000 46,785 46.79

EARC Trust SC 173 953 174,015 165.79 1,000 174,015 174.02

EARC Trust SC 174**** 996 652,500 649.96 999 652,500 651.93

EARC Trust SC 175 862 285,000 245.78 978 285,000 278.70

EARC Trust SC 176 1,000 114,615 114.62 1,000 114,615 114.62

EARC Trust SC 177 943 374,250 352.82 994 374,250 371.83

EARC Trust SC 178 1,000 7,500 7.50 1,000 7,500 7.50

EARC Trust SC 179 963 68,400 65.84 1,000 68,400 68.40

EARC Trust SC 180 1,000 34,650 34.65 1,000 34,650 34.65

EARC Trust SC 181 1,000 42,630 42.63 1,000 42,630 42.63

EARC Trust SC 182 971 18,975 18.42 1,000 18,975 18.98

EARC Trust SC 183 1,000 14,850 14.85 1,000 14,850 14.85

EARC Trust SC 184 991 120,075 119.00 997 120,075 119.68

EARC Trust SC 185 974 61,500 59.89 974 61,500 59.89

EARC Trust SC 186 1,000 192,840 192.84 1,000 192,840 192.84

EARC Trust SC 187 981 65,850 64.57 1,000 65,850 65.85

EARC Trust SC 188 939 78,975 74.16 1,000 78,975 78.98

EARC Trust SC 189 1,000 29,175 29.18 1,000 29,175 29.18

EARC Trust SC 190 980 16,500 16.17 1,000 16,500 16.50

EARC Trust SC 191 993 40,320 40.03 1,000 40,320 40.32

EARC Trust SC 192 1,000 15,600 15.60 1,000 15,600 15.60

EARC Trust SC 193 1,000 152,565 152.57 1,000 152,565 152.57

EARC Trust SC 194 999 124,350 124.18 1,000 124,350 124.35

EARC Trust SC 195 994 437,280 434.63 1,000 437,280 437.28

EARC Trust SC 196 998 744,150 742.93 1,000 744,150 744.15

EARC Trust SC 197 907 17,100 15.50 1,000 17,100 17.10

EARC Trust SC 198 1,000 37,500 37.50 1,000 37,500 37.50

EARC Trust SC 199 998 244,440 243.95 1,000 244,440 244.44

EARC TRUST SC - 200 998 81,210 81.07 1,000 81,210 81.21



as at 31 March 2017


EARC TRUST SC - 201 999 63,150 63.09 1,000 63,150 63.15

EARC TRUST SC - 202 998 67,860 67.74 1,000 67,860 67.86

EARC TRUST SC - 203 989 1,066,860 1,055.37 1,000 1,066,860 1,066.86

EARC TRUST SC - 205 1,000 97,500 97.50 1,000 97,500 97.50

EARC TRUST SC - 206 1,000 84,000 84.00 1,000 84,000 84.00

EARC TRUST SC - 207 927 163,020 151.15 1,000 163,020 163.02

EARC TRUST SC - 208 977 48,750 47.64 1,000 48,750 48.75

EARC TRUST SC - 209 1,000 71,910 71.91 1,000 71,910 71.91

EARC TRUST SC - 210 989 88,575 87.60 1,000 88,575 88.58

EARC TRUST SC - 211 999 60,210 60.15 1,000 60,210 60.21

EARC TRUST SC - 212 1,000 108,105 108.11 1,000 108,105 108.11

EARC TRUST SC - 213 1,000 51,750 51.75 1,000 51,750 51.75

EARC TRUST SC - 214 591 9,750 5.76 1,000 9,750 9.75

EARC TRUST SC - 215 1,000 156,000 156.00 1,000 156,000 156.00

EARC TRUST SC - 216 991 78,480 77.74 1,000 78,480 78.48

EARC TRUST SC - 217 976 2,700,000 2,636.10 - - -

EARC TRUST SC - 218 1,000 41,850 41.85 - - -

EARC TRUST SC - 219 998 87,195 86.99 - - -

EARC TRUST SC - 220 999 431,370 430.82 - - -

EARC TRUST SC - 221 1,000 51,015 51.02 - - -

EARC TRUST SC - 222 1,000 106,245 106.25 - - -

EARC TRUST SC - 223 1,000 412,500 412.50 - - -

EARC TRUST SC - 224 1,000 159,000 159.00 - - -

EARC TRUST SC - 225 1,000 46,965 46.97 - - -

EARC TRUST SC - 226 1,000 145,125 145.13 - - -

EARC TRUST SC - 227 984 7,500 7.38 - - -

EARC TRUST SC - 228 976 43,800 42.76 - - -

EARC TRUST SC - 229 1,000 45,000 45.00 - - -

EARC TRUST SC - 230 1,000 41,850 41.85 - - -

EARC TRUST SC - 231 968 235,950 228.34 - - -

EARC TRUST SC - 232 987 40,950 40.40 - - -

EARC TRUST SC - 233 977 1,590,000 1,553.34 - - -

EARC TRUST SC - 234 1,000 1,650 1.65 - - -

EARC TRUST SC - 235 1,000 1,566 1.57 - - -

EARC TRUST SC - 236 1,000 395,670 395.67 - - -

EARC TRUST SC - 237 1,000 338,280 338.28 - - -

EARC TRUST SC - 238 958 237,600 227.60 - - -

EARC TRUST SC - 239 1,000 41,487 41.49 - - -

EARC TRUST SC - 240 1,000 150,000 150.00 - - -

EARC TRUST SC - 241 1,000 369,510 369.51 - - -

EARC TRUST SC - 242 1,000 189,375 189.38 - - -

EARC TRUST SC - 243 1,000 403,530 403.53 - - -

EARC TRUST SC - 244**** 1,000 3,375,000 3,375.00 - - -

EARC TRUST SC - 245 1,000 188,700 188.70 - - -

EARC TRUST SC - 246 1,000 54,000 54.00 - - -

EARC TRUST SC - 247 1,000 76,590 76.59 - - -

EARC TRUST SC - 248 1,000 43,410 43.41 - - -

EARC TRUST SC - 249 1,000 121,200 121.20 - - -

EARC TRUST SC - 250 1,000 21,000 21.00 - - -

EARC TRUST SC - 251 1,000 300,000 300.00 - - -

EARC TRUST SC - 252**** 1,000 360,000 360.00 - - -

EARC TRUST SC - 253 1,000 97,575 97.58 - - -

EARC TRUST SC - 254**** 1,000 366,000 366.00 - - -

EARC TRUST SC - 255 1,000 324 0.32 - - -

EARC TRUST SC - 256 1,000 285,000 285.00 - - -

EARC TRUST SC - 257 1,000 48,000 48.00 - - -

EARC TRUST SC - 258 1,000 570,000 570.00 - - -

EARC TRUST SC - 261 1,000 8,565 8.57 - - -

EARC TRUST SC - 264 1,000 24,540 24.54 - - -

EARC TRUST SC - 265 1,000 137,600 137.60 - - -

EARC TRUST SC - 266 1,000 13,500 13.50 - - -

EARC TRUST SC - 267 1,000 928,500 928.50 - - -

EARC TRUST SC - 268 1,000 1,813,500 1,813.50 - - -

EARC TRUST SC - 269 1,000 60,195 60.20 - - -

EARC TRUST SC - 271 1,000 320,000 320.00 - - -

EARC TRUST SC - 272 973 28,500 27.72 - - -

EARC SAF - 1 Trust Investor Account* 1,000 131,857 131.86 1,000 131,857 131.86

EARC SAF - 1 Trust Seller Account** 1,000 13,143 13.14 1,000 13,143 13.14

EARC SAF 2 Trust 485 55,000 26.67 485 55,000 26.67

EARC SAF 3 Trust 927 50,000 46.34 1,000 50,000 50.00

Edelweiss ARF-I Trust Scheme 1 Series I** 650 10,933 7.10 650 10,933 7.10

Edelweiss ARF-I Trust Scheme 1 Series II** 995 11,757 11.69 995 11,757 11.69



as at 31 March 2017


Edelweiss ARF-I Trust Scheme 2 Series I 291 11,130 3.24 291 11,130 3.24

Edelweiss ARF-I Trust Scheme 2 Series II 291 1,401 0.41 291 1,401 0.41





Edelweiss ARF-I Trust Scheme 5 Investor Series 1 14,144 0.01 347 14,144 4.91

Edelweiss ARF-I Trust Scheme 5 Co-investor Series* 1 40,400 0.04 347 40,400 14.03

40,665.50 23,628.63

Less: current portion of long term investments 2,168.33 1,345.35

38,497.17 22,283.28

Aggregate of investments

- At book value 38,497.17 22,283.28

* SR pledged with IDBI Bank against bank overdraft 1,249.42

** SR pledged with Federal Bank against term loan 2,696.41

*** SR pledged with Bank of Maharashtra against term loan 1,482.54

**** SR pledged against secured NCD 5,806.33



as at 31 March 2017


As at As at

31 March 2017 31 March 2016

2.10 Deferred tax

Deferred tax assets

Disallowances under the Income Tax Act, 1961 11.55 11.94

Provision for non performing assets 35.39 8.81

Difference between book and tax depreciation (4.41) 0.02

42.53 20.77

Deferred tax liabilities

Trust expenses (Net) (being pass through) (288.36) (103.52)

(288.36) (103.52)

Deferred tax (liability)/ assets (net) (245.83) (82.75)

2.11 Long-term loans and advances

Unsecured, considered good

Security Deposits

Rental deposits 50.00 -

- Advance tax and tax deducted at source (net of provision for

taxation) 95.57 74.90

145.57 74.90


CIN-U67100MH2007PLC174759


as at 31 March 2017


31 March 2017 31 March 2016

2.12 Current Investment

Current portion of non-current investment (non trade,

unquoted)

Available for sale- Investment in Security Receipts 2,168.33 1,345.35

2,168.33 1,345.35

Aggregate of investments

- At book value 2,168.33 1,345.35

2.13 Trade receivables

Unsecured, considered good

Trade receivables outstanding for a period less than six

months 814.46 669.09

Trade receivables outstanding for a period exceeding six

months 1,143.94 786.23

Less: Reversal as per RBI guidelines 1,143.94 - 765.50 20.73

814.46 689.82

2.14 Cash and bank balances

Cash and cash equivalents

Cash on hand 0.31 0.03

Balances with banks

- in current accounts 208.96 486.37

- in fixed deposits with maturity less than 3 months - 0.05

Other balances with banks

- in fixed deposits, held by Government Authorities 0.33 -

- in fixed deposits with maturity less than 3 months for

recovery received on behalf of trust 189.55 -

399.15 486.45



as at 31 March 2017


31 March 2017 31 March 2016

2.15 Short-term loans and advances

Secured

Loans given

- considered good - 102.07

- considered non performing 184.91 24.58

184.91 126.65

Loans and advances to trusts 296.42 147.09

Less: Reversal as per RBI guidelines 112.94 183.48 83.63 63.46

- Prepaid expenses 2.63 0.28

- Loans and advances to employees 0.09 0.45

- Advances recoverable in cash or in kind or for value to be received 38.92 7.92

225.12 72.11

410.03 198.76

2.16 Other current assets

Accrued interest on loans given 19.06 2.45

19.06 2.45





(Currency: Indian rupees in millions) 31 March 2017 31 March 2016

2.17 Fee income

Management and other fees 5,249.14 3,224.62

Less: Reversal as per RBI guidelines 378.44 4,870.70 713.25 2,511.37

4,870.70 2,511.37

2.18 Other operating revenue

Interest income 109.23 54.64

Bad debts written back 1.00 3.00

Profit from investments in security receipts 52.85 421.28

Income from sale of bid documents 0.02 0.08

163.10 479.00

2.19 Other income

Interest Income on fixed deposits 17.92 -

Total Other income 17.92 -






2.20 Employee benefit expenses

Salaries and wages 308.25 135.37

Contribution to provident and other funds 5.79 3.08

Staff welfare expenses 4.69 2.53

318.73 140.98

2.21 Finance costs

Interest on debentures 751.59 258.44

Interest on term loan 109.14 120.09

Interest on bank overdraft 28.68 18.50

Interest on loan 1,601.78 1,667.79

Interest - others - 0.44

Discount on commercial paper 175.89 7.33

Cost of benchmark linked debenture 263.00 -

Financial and bank charges 4.60 1.54

2,934.68 2,074.13






2.22 Other expenses

Advertisement and business promotion 0.69 2.90

Auditors' remuneration (refer note below) 0.79 0.47

Bad debts and advances written off - 4.45

Reversal of receivables from trusts as per RBI guidelines 29.31 54.27

Commission and brokerage 0.35 -

Communication expenses 1.48 1.31

Diminution in value of non-current investments - (12.18)

Directors' sitting fees 1.82 0.83

Donation for CSR expenditure 8.80 4.72

Electricity charges (refer note 2.29) 4.01 1.14

Insurance 0.29 0.22

Legal and professional fees 50.12 15.65

Office expenses 10.25 1.91

Printing and stationery 2.29 0.68

Provision for non performing assets 76.81 (12.59)

Rates and taxes 0.11 0.75

Rating Support Fees 9.60 -

Rent (refer note 2.29) 26.75 11.00

Repairs and maintenance - others 3.93 0.68

ROC expenses 13.70 0.01

Stamp duty 4.11 0.28

Travelling and conveyance 8.82 4.63

Miscellaneous expenses 5.48 1.35

259.51 82.48

Note:

Auditors' remuneration:

Statutory Auditor 0.75 0.45

Out of Pocket 0.04 0.02

0.79 0.47


Notes to the financial statements for the year ended 31 March 2017 (Currency: Indian rupees)

1. Significant accounting policies

1.1 Basis of preparation of financial statements

The accompanying financial statements are prepared and presented under the historical cost

convention, on the accrual basis of accounting as a going concern unless otherwise stated.

This financial statements are prepared in accordance with Generally Accepted Accounting

Principles (GAAP) in India, Regulatory norms / Guidelines prescribed by Reserve Bank of

India (RBI) (hereafter referred to as “Guidelines”), The Companies Act 2013 (hereafter

referred to as “The Act”, Accounting Standard (AS) notified under Section 133 of the Act read

with Rule 7 of The Companies (Accounts) Rules, 2014 to the extent applicable and the

prevalent accounting practices in India.

1.2 Use of estimates

The preparation of the financial statements in conformity with the generally accepted

accounting principles requires the management to make estimates and assumptions that affect

the reported amount of assets, liabilities, revenues and expenses and disclosure of contingent

liabilities as on the date of the financial statements. Actual results could differ from the

estimates. Any revision to the accounting estimates is recognised prospectively in current and

future periods.

1.3 Revenue recognition

1. Management fee: The Company receives management fee from trusts declared by it for

acquisition of financial assets and the same is accounted for on accrual basis as per

terms of the relevant trust deeds and offer document issued by the Trust. In accordance

with the Guidelines, recognition of management fee is discontinued and such unrealised

fee is reversed on earlier of the following situations:

(i) If the fee remains unrealised after the expiry of 180 days from the end of planning

period, wherever applicable or from the date of recognition, in other cases.

(ii) If Net Assets Value (NAV) of the Security Receipts falls below 50% of the face

value of Security Receipts.

Such unrecognised fee is recognised only on realisation.

2. Upside sharing: Share in excess realization over acquisition price is accounted for as per

terms of the relevant trust deed/offer document. For acquisitions on or after 23rd

April,

2014, upside income is recognized only after full redemption of Security Receipts

3. Other fee income is recognized on accrual basis as per contractual terms.

4. Income by way of yield on Security Receipt is accounted for as and when the same is

realized. For acquisitions on or after 23rd

April, 2014, yield is recognised only after the

full redemption of the entire principal amount of Security Receipts.

5. Interest income

a. Interest on bank deposits / permitted investments is accounted for on accrual basis as

per the terms of the deposits / instruments


Notes to the financial statements (Continued) for the year ended 31 March 2017 (Currency: Indian rupees)

1. Significant accounting policies (Continued)

1.3 Revenue recognition (Continued)

b. Interest on advances in terms of expenses incurred on behalf of the trusts is accounted

for in terms of the provisions of the relevant trust deed and offer document and is

accrued where reasonable certainty exists with respect to its recovery. Interest on

advances is reversed on earlier of the following situations:

i. If the interest on advance remains unrealised after the expiry of 180 days from

the end of planning period, wherever applicable or from the date of recognition,

in other cases.

ii. If Net Assets Value (NAV) of the Security Receipts falls below 50% of the

face value of Security Receipts.

Such interest income is recognised only on realisation.

c. Interest income from Security Receipts is accounted for as and when the same is

realized.

d. Interest on loans provided directly to the Investee Companies for the purpose of asset

reconstruction and recovery are recognized on an accrual basis in the accounts based

on the terms of the loan documents except in case of non-performing assets , wherein

it is accounted on realisation.

1.4 Investments

Investments in Security Receipts (SR) are accounted in accordance with the guidelines issued

by RBI. As per RBI guidelines, initial rating / grading would be assigned within six months

of acquisition of assets post 5th August, 2014, and within one year of acquisition of assets,

before said date.

a. Investments in Security Receipts (SR) held by the company are treated as “available

for sale” category.

b. Investment in Security Receipts (SR) is valued at cost till receipt of Initial Rating and

at lower of cost or realizable value thereafter. Latest available Net Asset Value (NAV)

as declared by the Trusts is considered to be the realizable value. Individual scrip-wise

diminution or appreciation is aggregated to arrive at ‘net diminution’ or ‘net

appreciation’.

c. Net appreciation, if any, is not accounted for in statement of profit and loss, whereas

net diminution is provided for in the statement of profit and loss.




1.5 Fixed assets and depreciation

Tangible fixed assets

Fixed assets are stated at cost less accumulated depreciation. The cost of fixed assets

comprises purchase price and any attributable cost of bringing the asset to its working

condition for its intended use.

Depreciation is provided on a written down value basis from the date the asset is ready for its

intended use or put to use whichever is earlier. In respect of assets sold, depreciation is

provided upto the date of disposal.

As per the requirement of Schedule II of the Companies Act, 2013, the Company has

evaluated the useful lives of the respective fixed assets which are as per the provisions of Part

C of the Schedule for calculating the depreciation. The useful lives of the fixed assets are as

follows:

Nature of assets Useful

Life

Building (other than Factory Building) 60 years

Motor Vehicles 8 years

Office Equipment 5 years

Computers and data processing units - End user devices, such as desktops, laptops,

etc.

3 years

Intangible fixed assets

Intangibles such as software are amortised over a period of 3 years based on its estimated

useful life.

1.6 Employee benefits

The accounting policy followed by the company in respect of its employee benefits schemes is

set out below:

Gratuity

The Company’s gratuity scheme is a defined benefit plan. The Company’s net obligation in

respect of the gratuity benefit scheme is calculated by estimating the amount of future benefit

that the employees have earned in return for their service in the current and prior periods, that

benefit is discounted to determine its present value, and the fair value of any plan assets, if

any, is deducted.

The present value of the obligation under such benefit plan is determined based on actuarial

valuation using the Projected Unit Credit Method which recognises each period of service as

giving rise to additional unit of employee benefit entitlement and measures each unit

separately to build up the final obligation.

The obligation is measured at present values of estimated future cash flows. The discounted

rates used for determining the present value are based on the market yields on Government

Securities as at the balance sheet date.

Actuarial gains and losses are recognized immediately in the statement of profit and loss.




1.6 Employee benefits (Continued)

Compensated absences

The eligible employees of the Company are permitted to carry forward certain number of their

annual leave entitlement to subsequent years, subject to a ceiling. The Company recognises

the charge to the statement of profit and loss and corresponding liability on account of such

non-vesting accumulated leave entitlement as per AS 15 – Accounting for employee benefits

prescribed by the Companies (Accounting Standards) Rules, 2006 based on a valuation by an

independent actuary.

1.7 Expenses incurred by the Company on behalf of the trust

Expenses incurred at pre-acquisition stage are recognised as expenses for the period in which

such costs are incurred. If such expenses are contracted to be recovered from the trusts the

same shall be recognised on realisation.

The expenses incurred on behalf of trusts are shown as recoverable from Trust(s)’ and

grouped under advances recoverable in cash or in kind in the Balance Sheet. These expenses

are reimbursed to the Company in terms of the provisions of relevant trust deed and offer

document. Expenses are reversed on earlier of the following situations:

i.If the expenses remains unrealised after the expiry of 180 days from the end of planning

period, wherever applicable or from the date of recognition, in other cases.

ii.If Net Assets Value (NAV) of the Security Receipts falls below 50% of the face value of

Security Receipts.

1.8 Taxation

Tax expense comprises income tax (i.e. amount of tax for the period determined in accordance

with the income-tax law), deferred tax charge or credit (reflecting the tax effect of timing

differences between accounting income and taxable income for the period).

Income tax

Provision for income tax is recognised based on estimated tax liability computed after

adjusting for allowances, disallowances and exemptions in accordance with the Income Tax

Act, 1961.

Deferred taxation

The deferred tax charge or benefit and the corresponding deferred tax liabilities and assets are

recognized using the tax rates that have been enacted or substantially enacted at the balance

sheet date. Deferred tax assets are recognised only to the extent there is reasonable certainty

that the asset can be realised in future; however, where there is unabsorbed depreciation or

carried forward loss under taxation laws, deferred tax assets are recognised only if there is a

virtual certainty of realisation of the assets. Deferred tax assets are reviewed as at each balance

sheet date and written down or written-up to reflect the amount that is reasonable/virtually

certain (as the case may be) to be realised.




1.9 Impairment of assets

The Company assesses at each balance sheet date whether there is any indication that an asset

may be impaired based on internal/external factors. If any such indication exists, the Company

estimates the recoverable amount of the asset. If such recoverable amount of the asset is less

than its carrying amount, the carrying amount is reduced to its recoverable amount. The

reduction is treated as an impairment loss and is recognized in the statement of profit and loss.

If at the balance sheet date there is an indication that a previously assessed impairment loss no

longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable

amount subject to a maximum of the depreciable historical cost.

1.10 Earnings per share

The Company reports basic and diluted earnings per share in accordance with Accounting

Standard 20 - Earnings Per Share notified under Sec.133 of the Act. Basic earnings per share

is computed by dividing the net profit after tax by the weighted average number of equity

shares outstanding for the year.

Diluted earnings per share reflect the potential dilution that could occur if securities or other

contracts to issue equity shares were exercised or converted during the year. Diluted earnings

per share is computed using the weighted average number of equity shares and dilutive

potential equity shares outstanding at year end.

1.11 Provisions and contingencies

The Company creates a provision when there is present obligation as a result of a past event

that probably requires an outflow of resources and a reliable estimate can be made of the

amount of the obligation. A disclosure for a contingent liability is made when there is a

possible obligation or a present obligation that may, but probably will not, require an outflow

of resources. When there is a possible obligation or a present obligation in respect of which the

likelihood of outflow of resources is remote, no provision or disclosure is made.

Provisions are reviewed at each balance sheet date and adjusted to reflect the current best

estimate. If it is no longer probable that the outflow of resources would be required to settle

the obligation, the provision is reversed.

Contingent assets are not recognised in the financial statements. However, contingent assets

are assessed continually and if it is virtually certain that an economic benefit will arise, the

asset and related income are recognised in the period in which the change occurs.

Edelweiss Asset Reconstruction Company Limited Notes to the financial statements (Continued) for the year ended 31 March 2017


2.23 Earnings per share

In accordance with AS 20 on Earnings Per Share prescribed by Accounting Standard

(AS) notified under Section 133 of the Act read with Rule 7 of The Companies

(Accounts) Rules, 2014, the computation of earnings per share is set out below:

2017 2016

a) Shareholders earnings (as per statement of profit and

loss) 1019.87 449.76

b) Calculation of weighted average number of equity

shares of Rs 10 each:

Number of shares at the beginning of the year 105,263,158 100,000,000

Shares issued during the year 105,263,158 52,63,158

Total number of equity shares outstanding at the end of

the year 210,526,316 105,263,158

Weighted average number of equity shares outstanding

during the year (based on the date of issue of shares) 168,132,661 103,835,616

Number of dilutive potential equity shares 52,631,579 -

c) Basic earnings per share of face value of Rs.10 (in

rupees) 6.07 4.33

d) Diluted earnings per share of face value of Rs.10 (in

rupees) 4.62 4.33

2.24 Related Parties

Disclosure as required by Accounting Standard 18 - “Related Party Disclosure”:

(A) Key Management Personnel

Siby Antony

(B) Enterprises exercising significant influence

Edelweiss Financial Services Limited

Edelweiss Custodial Services Limited

Edelweiss Securities Limited

(C) Fellow subsidiaries with effect from 16 September 2016

Edelweiss Broking Limited

Edel Commodities Ltd

Edelweiss Capital Markets Ltd

EFSL Comtrade Ltd

Eternity Business Centre Ltd

Serenity Business Park Ltd

Edelweiss Comtrade Ltd.



Edelweiss Securities (Hong Kong) Private Limited

Edelweiss Financial Services Inc.

Burlington Business Solutions Limited

Edelweiss Financial Services (UK) Limited

Edelweiss Finance & Investments Limited

EC Global Limited, Mauritius

Olive Business Centre Limited

Edelweiss Commodities Pte. Limited

Edelweiss Tarim Urunleri Anonim Sirketi

EFSL Commodities Limited

Edelweiss Housing Finance Ltd

Edelweiss Business Services Limited erstwhile Edelweiss Web Services Limited

Edel Finance Company Ltd.

Auris Corporate Centre Limited

Edelweiss Capital (Singapore) Pte. Limited

Edelweiss Alternative Asset Advisors Pte. Limited

Edelweiss International (Singapore) Pte. Limited

Edelweiss Investment Advisors Private Limited, Singapore

EC International Limited, Mauritius

Aster Commodities DMCC, Dubai

EAAA LLC, Mauritius

EFSL International Limited

EW Special Opportunities Advisors LLC, Mauritius

EW India Special Assets Advisors LLC, Mauritius

EW SBI Crossover Advisors LLC, Mauritius

ECap Equities Limited

Edelcap Securities Limited

Edelweiss Finvest Private Limited (formerly Arum Investments Private Limited)

Edelweiss Retail Finance Limited

Edelweiss Multi Strategy Funds Management Private Limited (formerly Forefront Capital

Managment Private Ltd.)

Edelweiss India Capital Management (Mauritius)

ECL Finance Limited

Edelweiss Alternative Asset Advisors Limited

Edelweiss Global Wealth Management Limited

Edelweiss Insurance Brokers Limited

EC Commodity Limited



Edelweiss Investment Adviser Limited

Edelweiss Tokio Life Insurance Company Limited

Edelweiss Trustee Services Limited

Edel Investments Limited

Edel Land Limited

Edelweiss Trusteeship Company Limited

Edelgive Foundation

Edelweiss Asset Management Limited

Edelweiss Holdings Limited

Edelweiss General Insurance Company Limited

Edelweiss Securities (IFSC) Limited (w.e.f. December 23, 2016)

Edel Commodities Trading Ltd (ceased to be subsidiary w.e.f. November 17,2016)

Edelweiss Commodities Nigeria Ltd (ceased to be subsidiary w.e.f. November 17,2016)

Edelweiss Commodities (CHAD) SARL (ceased to be subsidiary w.e.f. November 17,

2016)

EFSL International Ltd

Edelweiss Multi Strategy Fund Advisors LLP (formerly Known as Forefront Alternative

Investment Advisors LLP)

Edelweiss Wealth Advisors LLP (formerly Known as Forefront Wealth Advisors LLP)

Edelweiss India Capital Management (formerly Known as Forefront India Capital

Management)

Transactions and balances with Related Parties:

Sr.

No. Nature of Transaction Related Party Name

From 16-Sep -

16 to 31 Mar 17 31-Mar-16

1

Short term loans

including ICD taken

from Edelweiss Commodities Services Limited 10,432.19 -

Edelweiss Financial Services Limited* - 0.50

2

Short term loans

including ICD taken

repaid to Edelweiss Commodities Services Limited 3,469.66 -

Edel Commodities Trading Limited 129.73 -

Edelweiss Financial Services Limited* - 0.50

3

Long term loans taken

repaid to Edel Commodities Trading Limited 94.97 -

4

Non-convertible

debentures issued to Edelweiss Commodities Services Limited 2,381.00 -

5 Remuneration to Siby Antony 9.36 9.19

6

Rating support fees paid

to Edelweiss Financial Services Limited* 9.60 -

7

Interest expense on long

term loan to Edel Commodities Ltd. 380.73 -




Sr.


From 16-Sep -

16 to 31 Mar 17 31-Mar-16

8

Interest expense on short

term loan to Edelweiss Commodities Services Limited 404.49 -


9

Interest expense on

debentures

Edelweiss Tokio Life Insurance Company

Limited 17.41 -

EFSL Comtrade Limited 137.63 -

Edelweiss Commodities Services Limited 0.39 -

10

Advisory fee received

from ECL Finance Limited 22.79 -

11 Advisory fee paid to

Edelweiss Alternative Asset Advisors

Limited 0.20 -

12 Rent Expense to Edelweiss Commodities Services Limited 14.30 -

Eternity Business Centre Limited 0.19 -

13

Cost reimbursements

paid to Edelweiss Commodities Services Limited 2.14 -

Edelweiss Business Services Limited 14.17 -

Eternity Business Centre Limited 0.03 -

Edelweiss Financial Services Limited* 1.17 0.29

14

Transfer of gratuity

liability on account of

employee transfer from Ecap Equities Limited 0.53 -

ECL Finance Limited 0.04 -


Limited 0.004 -

Edelweiss Broking Limited 0.63 -

15

Transfer of gratuity

liability on account of

employee transfer to ECL Finance Limited 0.22 -


Limited 0.002 -

Edelweiss Securities Limited 0.06 -

16

Contribution towards

corporate social

responsibility Edelgive Foundation 8.80 -

Balance with related parties

17

Interest expense accrued

and not due on

borrowings from


Limited 3.09 -

Edelweiss Commodities Services Limited 0.39 -

18 Receivable from Edelweiss Financial Services Limited* 0.01 0.003

ECL Finance Limited 0.19 -

Edelweiss Securities Limited 0.06 -

19 Payable to Edelweiss Financial Services Limited* - 0.30

Edelweiss Multi Strategy Funds

Management Pvt. Ltd. 0.07 -


Limited 1.68 -

Edelweiss Business Services Limited 0.14 -

Ecap Equities Limited 0.53 -

Edelweiss Broking Limited 0.63 -

20

Non-convertible

debentures held by


Limited 300.00 -

EFSL Comtrade Limited 1,500.00 -

Edelweiss Commodities Services Limited 2,381.00 -

21

Short term loan

including ICD payable to Edelweiss Commodities Services Limited 8,449.76 -



Sr.


From 16-Sep -

16 to 31 Mar 17 31-Mar-16

22

Long term loan payable

to Edel Commodities Ltd. 4,870.00 -

23 Deposits Edelweiss Commodities Services Limited 50.00 -

*Related Party Transactions for the full year.

2.25 Details of dues to micro, small and medium enterprises

Trade payables includes Rs. Nil (Previous year: Rs. Nil) payable to “Suppliers”

registered under the Micro, Small and Medium Enterprises Development Act, 2006.

No interest has been paid / is payable by the Company during the year to “Suppliers”

registered under this Act. The aforementioned is based on the responses received by

the Company to its inquiries with suppliers with regard to applicability under the said

Act.

2.26 Employee benefit - gratuity

The following tables summarize the components of the net benefit expenses

recognized in the statement of profit and loss and the funded status and amounts

recognized in the balance sheet for the Gratuity benefit plan.

Statement of profit and loss

Net employee benefit expenses (recognized in employee cost)

For the year ended

31 March 2017

For the year ended

31 March 2016

Current service cost 1.25 0.63

Interest on defined benefit obligation 0.39 0.23

Expected return on plan assets - -

Actuarial (gain) /losses (0.75) 0.55

Total included in 'Employee benefit expenses' 0.89 1.41

Balance sheet

Changes in the present value of the defined benefit obligation are as follows:

As at

31 March 2017

As at

31 March 2016

Liability at the beginning of the year 4.36 2.45

Transfer in/ (out) 0.91 0.50

Interest cost 0.39 0.23

Current service cost 1.25 0.63

Benefits paid - -

Actuarial (gain)/loss on obligations (0.75) 0.55

Liability at the end of the year 6.16 4.36



Amount recognised in the Balance sheet

Particulars

As at

31 March 2017

As at

31 March 2016

Liability at the end of the year 6.16 4.36

Fair value of plan assets at the end of the

year - -

Amount in balance sheet 6.16 4.36

Experience adjustments:

Particulars

As at

31 March 2017

As at

31 March 2016

On Plan Liabilities: (Gain)/Loss (0.90) 0.53

On Plan Assets: Gain / (Loss) - -

Estimated contribution for the next year - -

Principle actuarial assumptions at the balance sheet date:

As at

31 March 2017

As at

31 March 2016

Discount rate 6.80% 7.40%

Salary escalation 7.00% 7.00%

Employees’ attrition rate (based on categories) 13%-25% 13%- 25%

2.27 Segment reporting

The Company has operations only in one business segment in India and hence there

are no separate reportable segments to be disclosed under AS 17 – “Segmental

Reporting.”

2.28 Additional Disclosures

The following disclosures have been made taking into account RBI guidelines.

a) Names and addresses of the banks / financial institutions from whom financial

assets were acquired and the values at which such assets were acquired from each

such bank/financial institution:

Name

Address Acquisition

Price

Percentage to total

acquisition price

Sponsors

None - Nil -

Sub Total (A) - Nil -

Name

Address

Acquisition

Price

Percentage to

total acquisition

price

Non Sponsors

Stressed Assets

Stabilisation

Fund (SASF)

IDBI Tower, WTC Complex, Cuffe Parade,

Mumbai – 400005

160.00 0.04%

IFCI IFCI Tower, 61 Nehru Place, New Delhi 110019 10,945.70 2.79%



2.28 Additional Disclosures (Continued)

Name

Address

Acquisition

Price

Percentage to

total acquisition

price

Andhra Bank 82-83 8th Floor, Maker , 8F Cuffe Parade.

Mumbai-400005

2,431.90 0.62%

Bank of Baroda C-26, G-Block, Bandra Kurla Complex, Bandra

(E), Mumbai – 400051

4,454.20 1.14%

Punjab National

Bank

Treasury Division,H.O.,C-9,G-Block,6th Floor,

Bandra Kurla Complex,Mumbai-400051

15,978.00 4.07%

Central Bank of

India

5th Floor, Chander Mukhi, Nariman Point,

Mumbai – 400 021

28,744.20 7.33%

Kotak Bank 6th Floor, 12BKC, Plot No C 12, G Block,

Bandra Kurla Complex, Bandra East, Mumbai

400051

40.00 0.01%

Dena Bank Dena Corporate Centre, C-10, G Block, Bandra

Kurla Complex, Bandra (E), Mumbai – 400051

1,317.90 0.34%

Lakshmi Vilas

Bank Limited

LVB HOUSE", CORPROATE OFFICE, 4/1,

SARDAR PATEL ROAD, GUINDY,

CHENNAI - 600 032

1,248.46 0.32%

IIBI Limited 19, Netaji Subhas Road, Kolkatta 700001 229.15 0.06%

Federal Bank Loan Collection and Recovery Dept, Federal

Towers, P O Box # 103,Aluva 683 101, Kerala

3,859.29 0.98%

IDBI Deputy General Manager, Strategic & Associate

Investment Cell, 17th floor, IDBI Tower, WTC

Complex, Cuffe Parade, Mumbai 400005

2,755.48 0.70%

Corporation bank Corporate office, Mangaladevi Temple Road,

Pandeshwar, MANGALORE - 575 001

Karnataka, India

1,285.60 0.33%

The Catholic

Syrian Bank Ltd

Asset Recovery Dept; Catholic Syrian Bank Ltd,

CSB Bhavan, Head Office: St. Mary''s College

Road, Thrissur - 680 020, Kerala, India

100.00 0.03%

ICICI Bank ICICI Bank Limited, ICICI Bank Towers,

Bandra Kurla Complex, Mumbai – 400 051

25,588.10 6.52%

Axis Bank Trishul, 3rd Floor, Opp. Samarhteshwar Temple,

Law Garden, Ellisbridge, Ahmedabad- 380006

22,900.00 5.84%

Indian Bank 254-260, Avvai Shanmugam Salai Royapettah,

Chennai 600014

12,783.80 3.26%

Oman

International

Bank SAOG

201, Raheja Centre, Free Press Journal Marg,

Nariman Point, Mumbai-21

340.00 0.09%

EXIM Bank Centre One Building, Floor 21, World Trade

Centre, Cuffe Parade, Mumbai-400005

18,569.20 4.73%

Bank of India Star House, C-5, G Block, Bandra Kurla

Complex, Bandra (E), Mumbai

24,592.30 6.27%

UCO Bank Treasury Branch,3rd Flr, UCO Bank

Bldg,359,D. N. Road,Fort, Mumbai-400001

7,422.20 1.89%




Name

Address Acquisition

Price

Percentage to

total acquisition

price

Karur Vysya

Bank

Central Office, Erode Road, Karur, Tamil Nadu 639

002

967.00 0.25%

Canara Bank Recovery & legal Section, Mumbai Circle Office, B

Wing, 2nd Floor, C-14, G Block. BKC Bandra East.

Mumbai-400051

8,074.40 2.06%

Yes Bank

Limited

Yes Bank Tower, 26h floor, Indianbulls Finance

Center,SB Marg. Elphinstone Road. Mumbai-

400013

2,679.00 0.68%

Tourism

Finance

Corporation of

India

13th Floor, IFCI Tower, 61, Nehru Place, New

Delhi – 110 019

145.00 0.04%

IDFC Naman Chambers , C32 G Block, Bandra Kurla

Complex. Bandra East. Mumbai-400051

23,386.00 5.96%

HDFC Ltd Treasury Operations (TROPS),Lodha - I Think

Techno Campus, Building - Alpha, 4th Floor -

Office,Near Kanjur Marg Railway Station,

110.20 0.03%

State Bank of

India

Securities Services Branch, 2nd Floor, State Bank

Of India Main Branch Building, Mumbai Samachar

Marg, Fort, Mumbai 400001

65,426.50 16.68%

Oriental Bank

of Commerce

Plot No.5, First Floor, Sector-32, Institutional Area,

Gurgaon-122001

4,901.00 1.25%

Bank of

Maharashtra

Treasury & International Banking Division, Apeejay

House, 1st Floor, 130 V B Gandhi Marg. Fort.

Mumbai

2,549.50 0.65%

State Bank of

Mysore



Marg, Fort, Mumbai 400001State Bank of Mysore

Kempegowda Road, Banglore – 560 254

7,131.40 1.82%

State Bank of

Hyderabad





5,989.80 1.53%

State Bank of

Patiala





10,604.80 2.70%

State Bank of

Bikaner &

Jaipur





4,083.14 1.04%




Name Address Acquisition

Price

Percentage to

total acquisition

price

State Bank of

Travancore

Securities Services Branch, 2nd Floor, State Bank Of

India Main Branch Building, Mumbai Samachar Marg,

Fort, Mumbai 400001State Bank of Mysore


8,745.76 2.23%

South Indian

Bank

South Indian Bank Ltd., T.B Road, Mission Quarters,

Thrissur-680001, Kerala, India.

1,323.78 0.34%

Indian

Overseas

Bank

Indian Overseas Bank, Treasury Department, Central

Office, 763, Anna Salai, Chennai-600 002.

14,997.00 3.82%

Syndicate

Bank

Treasury & International Banking Department,Maker

Tower "E", 2nd Floor,Cuffe Parade, Colaba, Mumbai -

400 005

8,958.30 2.28%

Karnataka

Bank

Karnataka Bank Limited, Post Box No.

599.Mahaveera Circle, Kankanady,Mangaluru-575

002

250.00 0.06%

HSBC The Hongkong and Shanghai Banking Corporation of

India, 52 / 60 Mahatma Gandhi Road, Fort, Mumbai

400 001

1,400.00 0.36%

L & T

Infrastructure

Finance

Company

Ltd.

L&T Infrastructure Finance Co. Ltd, 3rd Floor,

Brindavan, Plot No. 177, CST Road, Next to Mercedes

Showroom, Kalina Santacruz East, Mumbai 400 098

4,599.40 1.17%

Barclays

Bank

801/808, Ceejay House, Dr Annie Besant Road, Worli,

Mumbai – 400018

40.00 0.01%

Sicom SICOM LIMITED, Solitaire Corporate Park Building

No. 4, 6th floor, Guru Hargovindji Road (Andheri

Ghatkopar Link Road), Chakala, Andheri (East),

Mumbai - 400 093

224.70 0.06%

DBS 3rd Floor, Fort House,221 DR. D N Road. Fort.

Mumbai-400001

1,100.00 0.28%

UBI 239, 3rd Floor Union Bank Bhavan, Vidhan, Bhavan

Marg, Nariman Point, Mumbai – 400021

2,073.80 0.53%

HDFC Bank HDFC Bank House , Senapati Bapat Marg,Lower

Parel (West) Mumbai-400 013

2,600.00 0.66%

IIFCL 8th Floor, Hindustan Times Building, 18 & 20,

Kasturba Gandhi Marg, New Delhi-110 001

1,136.80 0.29%




Name Address Acquisition

Price

Percentage to

total acquisition

price

Indusind

Bank

8th Floor, Tower 1, One India Bulls Centre, 841 S B

Marg, Elphinstone Road, Mumbai – 400013 1,985.00 0.51%

Allahabad

Bank

Allahabad Bank Head Office, 2, N. S. Road, Kolkata -

700 001

5,756.70 1.47%

J&K Bank The Jammu & Kashmir Bank Ltd., Corporate

Headquarters,M.A Road, Srinagar, J&K , India, Pin

code -190 001

1,469.70 0.37%

United Bank

of India

Head office, United tower ,11 Hemant Basu Sarani,

Kolkata - 700001

6,737.50 1.72%

ECL

Finance

Edelweiss House, 10th Floor, Off C.S.T. Road,

Kalina - 400098

5050.00 1.29%

SIDBI Groun Floor, MSME Development Center, Center

Plot No-C-11, G Block, BKC. Bandra East. Mumbai-

400051.

276.58 0.07%

Capital First One India Bulls Center, Tower 2A & 2B, 10th Floor,S

B Marg, Lower Parel West. Mumbai-400013

1,000.00 0.25%

L&T

Finance Ltd

L&T Finance Ltd, 3rd Floor, Brindavan, Plot No. 177,

CST Road, Next to Mercedes Showroom, Kalina

Santacruz East, Mumbai 400 098

760.60 0.19%

Tata Capital

Financial

Services Ltd

1201, Tower A, Peninsula Business Park, GK Marg.

Lower Parel. Mumbai-4000013

13.50 0.00%

Sub Total

(B)

3,92,292.34 100.00%

Grand

Total (A+B)

3,92,292.34 100.00%

b) Dispersion of various financial assets industry-wise and sponsor-wise:

Industry Acquisition Price Percentage to total

acquisition price

Sponsors

None - -

Sub Total (A) - -

Non Sponsors

Basic Metal & Metal Products - Other Metal &

Metal Products

9,197.90 2.34%

Basic Metal and Metal Products - Iron and Steel 29,819.40 7.60%

Beverages and Tobacco 1,606.00 0.41%




acquisition price

Cement and Cement Products 32,665.68 8.33%

Chemicals and Chemical Products - Drugs and

Pharmaceuticals

18,979.23 4.84%

Chemicals and Chemical Products - Fertilizers 140.00 0.04%

Chemicals and Chemical Products - Others 1,154.80 0.29%

Chemicals and Chemical Products - Petro-chemicals 1,019.60 0.26%

Engineering - Electronics/Electricals 5,541.90 1.41%

Engineering - Machinery/Equipment 13,609.70 3.47%

EPC 12,738.80 3.25%

Financial Institutions 38.50 0.01%

FMCG 3,634.90 0.93%

Food Processing - Milk and Milk Products 1,388.45 0.35%

Food Processing - Others 3,413.30 0.87%

Food Processing - Sugar 4,545.90 1.16%

Gems and Jewellery 2,745.50 0.70%

Glass and Glassware 1,490.50 0.38%

Infrastructure - Educational Institution 1,449.00 0.37%

Infrastructure - Electricity Gen/Trans/Dist 28,078.38 7.16%

Infrastructure - Hospitals 5,825.80 1.49%

Infrastructure - Hotels 10,415.40 2.66%

Infrastructure - Inland Waterways 1,800.00 0.46%

Infrastructure - Ports 18,476.80 4.71%

Infrastructure - Roads and Bridges 4,122.00 1.05%

Infrastructure - Social and Commercial

Infrastructure

18,330.30 4.67%

Infrastructure - Solid Waste Management 469.30 0.12%

Infrastructure - Telecommunications 11,583.69 2.95%

Infrastructure - Water and Sanitation 10.00 0.00%

Leather and Leather Garments 98.40 0.03%

Mining and Quarrying 16,222.00 4.14%

Others 5,491.48 1.40%

Paper and Paper Products 25,343.00 6.46%

Petroleum 15.00 0.00%

Real Estate 32,064.24 8.17%





acquisition price

Rubber, Plastic and their Products 168.40 0.04%

Shipping and Ship Building 19,721.04 5.03%

Technology 5,433.30 1.39%

Textiles - Cotton 13,162.45 3.36%

Textiles - Man made 16,103.00 4.10%

Vehicles, Vehicle Parts and Transport Equipments 14,095.50 3.59%

Wood and Wood Products 83.80 0.02%

Sub Total (B) 3,92,292.34 100.00%

Grand Total (A+B) 3,92,292.34 100.00%

c) The above tables have been prepared by the management of the Company and the

same has been relied upon by the auditors.

d) Other additional disclosures:

Particulars Amount

Value of financial assets acquired during the year 115,496.68

Value of financial assets realised during the year 9,896.20

Value of financial assets outstanding for realisation at end of year 371583.96

Value of Security Receipts redeemed partially during the year 3,546.05

Value of Security Receipts redeemed fully during the year 565.39

Value of Security Receipts pending for redemption at end of year 382,687.07

Value of Security Receipts not redeemed as a result of non-realisation of the financial asset 88.86

Value of land and/or building acquired in ordinary course of business of reconstruction of

assets -

e) The company’s Owned Fund aggregating to Rs. 8,349.00 million as on March 31,

2017 is in compliance with Para 5 of the Guidelines which requires minimum

owned funds to be not less than fifteen percent of the total financial assets acquired

or to be acquired by the Company (whether held in the Trust set up by the

Company or in the books of account of the Company), the Capital Adequacy ratio

of the Company as at March 31, 2017 works out to 19.83% (Previous Year

14.44%)

f) In terms of the requirements of RBI circular no. DNBS (PD) CC. No. 41/ SCRC /

26.03.001/ 2014-2015, w.e.f. 5 August 2014,



- with respect to financial assets acquired, the Company has not acquired the

financial assets in FY16-17 where acquisition price is more than total dues

outstanding as on the date of acquisition.

- with respect to financial assets acquired, the Company has not disposed off assets

(either by write off or by realisation) out of acquisitions made on or after 5th

August 2014, during the year at substantial discount (20% of valuation as on the

previous year end); and

- with respect to financial assets acquired, there are no assets out of acquisitions

made on or after 5th August 2014, where the value of the SRs has declined

substantially (20% or more) below the acquisition value.

2.29 Cost sharing

Edelweiss Commodities Services Limited incurs expenditure like electricity etc. which

is for the benefit of Edelweiss Asset Reconstruction Company Limited. This cost so

expended is reimbursed by Edelweiss Asset Reconstruction Company Limited on the

basis of number of employees, area occupied, time spent by employees for other

companies, actual indentifications etc. Accordingly, the expenditure heads in Note

2.22 are inclusive of the reimbursements.

2.30 Capital commitments and contingent liability

The Company has Rs. 0.22 millions (Previous year: Rs. 3.75) as capital commitments

as at the balance sheet date.

The Company has Rs. 0.82 millions (Previous year: Rs. 0.82) as contingent liability as

at the balance sheet date.

Accumulated preference dividend of Rs. 0.002 millions (Previous year: Rs. NIL) on

0.001% Non – Cumulative, Participating, Compulsorily Convertible Preference Shares

(CCPS) as contingent liability as at the balance sheet date.

The company does not have any pending litigations as on the balance sheet date.

2.31 Long term contracts

The Company has a process whereby periodically all long term contracts are assessed

for material foreseeable losses. At the year end, the Company has reviewed and

ensured that adequate provision as required under any law / accounting standards for

material foreseeable losses on such long term contracts has been made in the books of

account. The Company did not have any derivative contracts as at balance sheet date.

2.32 Loans and Advances

Balances in loans and advances to some borrowers are subject to confirmations.

2.33 Foreign currency

The Company has incurred Rs. 0.17 millions in foreign currency during the year

towards foreign travel expenses. (Previous year: Rs. 0.02)



2.34 Corporate social responsibility

a) Gross amount required to be spent by the company during the year is Rs. 8.81

millions.

b) Amount spent during the year on:

Sr. No. Particulars In cash Yet to be paid in cash Total

(i) Construction/acquisition of any asset - - -

(ii) On purposes other than (i) above 8.80 - 8.80

2.35 Disclosure on Specified Bank notes (SBN’s) pursuant to notification as per amended

Schedule III of the Companies Act, 2013:

Particulars SBNs Other

denomination notes

Total

Closing cash in hand as on 08.11.2016 0.05 0.00 0.05

(+) Permitted receipts - 0.05 0.05

(-) Permitted payments - - -

(-) Amount deposited in Banks 0.05

- 0.05

Closing cash in hand as on 30.12.2016 - 0.05 0.05

2.36 Prior year comparatives

Previous year figures have been regrouped and reclassified wherever necessary.




Sd/- Sd/- Sd/-

Hasmukh B Dedhia Siby Antony Rashesh Shah

Partner (F-33494) Managing Director Director

Mumbai Mumbai

DIN No.: 00075909 DINS No.: 00008322

Sd/- Sd/-




16 May 2017 16 May 2017

edelweiss asset reconstruction company limited report f… · mr. venkatchalam ramaswamy (din:...

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