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Directors Report of Veritas (India) Ltd.

Mar 31, 2016

To

The Members of Veritas (India) Limited,

The Directors have pleasure in presenting the 31st Annual Report on the business and operations of the Company together with the audited accounts for the financial year ended March 31, 2016.

A. FINANCIAL RESULTS

The Company’s financial highlights in accordance with IGAAP (Indian Generally Accepted Accounting Principles), for the year ended March 31, 2016 is tabled below: -

(in Crores)

Particulars

Stand

alone

Consolidated

2015-2016

2014-2015

2015-2016

2014-2015

Revenue from operations (including other income)

455.18

513.80

1,455.83

1,502.75

Profit before tax

8.77

10.89

61.47

50.18

Less: Provision for Taxation

- Current Tax

(1.70)

(2.30)

(1.70)

(2.33)

- Deferred Tax

0.46

0.18

0.46

0.18

- Current Tax Expense related to prior Years.

-

0.00

0.00

Profit after Tax for the current year

7.53

8.77

60.23

48.03

Add: Balance in Profit & Loss Account brought forward.

30.37

21.72

104.42

93.90

Add: Credit for Tax on Dividend

0.02

0.02

0.02

0.02

Less: Loss on disposal of subsidiary

0.00

0.00

0.00

(37.20)

Less: Trf. to Capital reserve on merger

0.00

0.00

0.00

(0.20)

Profit available for Appropriation

37.93

30.51

164.67

104.56

Less:

- Proposed Dividend

0.13

0.12

0.13

0.12

- Dividend Distribution Tax

0.03

0.02

0.03

0.02

Balance transferred to Balance Sheet

37.77

30.37

164.51

104.41

PERFORMANCE HIGHLIGHTS:

The following are the figures and comparison of the operation of the Company,

- Standalone revenue from operations of Rs. 4,519,226,331/- as compared to previous year of Rs. 5,059,501,414/-.

- Consolidated revenue from operations of Rs. 14,557,855,189/- as compared to previous year of Rs. 15,027,351,443/-.

- Standalone Profit after Tax of Rs. 75,324,703/- as compared to previous year of Rs. 87,683,506/-.

- Consolidated Profit after Tax of Rs. 602,318,617/- as compared to previous year of Rs. 480,332,407/-

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

During the year under review, there were no material changes and/or commitments affecting the financial position of the company between the end of the Financial year and the date of this report.

DIVIDEND

Your Directors are pleased to recommend a dividend of 5 (Five) paisa per Equity Share of the face value of Re. 1/- (Rupees One only) each for the financial year ended March 31, 2016 payable to the shareholders whose names appear in the Register of Members as on the Book Closure date. The Dividend is payable subject to the approval of the Shareholders at the ensuing Annual General Meeting of the Company.

The total cash outgo on account of dividend payment for the financial year 2015-16 will be Rs. 16,14,900/- (Rupees Sixteen Lakhs Fourteen Thousand Nine Hundred Only) including dividend distribution tax thereon of Rs.2,74,400/- (Rupees Two Lakhs Seventy-Four Thousand Four Hundred Only).

TRANSFER TO RESERVES

Your Company proposed not to transfer any fund out of its total profit of Rs. 7.53 Crore for the financial year to the General Reserves of the Company.

INCREASE IN SHARE CAPITAL

During the year under review, pursuant to the special resolution passed by the way of postal ballot by the Company on July 09,2015, your Company has allotted 26,00,000 (Twenty-Six Lakhs) equity shares to the Foreign Portfolio Investor on preferential basis of Re.1/- (Rupees One Only) each at a price of Rs. 100 (Rupees One Hundred Only) per share including a premium of Rs. 99/- (Rupees Ninety-Nine Only) each. The equity shares issued shall rank pari passu in all respects with the existing equity shares of the Company including dividend. Consequently, the paid-up share capital of the Company has increased to Rs. 2,68,10,000/- (Rupees Two Crores Eight Lakhs Ten thousand only) comprising of 2,68,10,000 (Two Crores Eight Lakhs Ten thousand only) Ordinary (Equity) shares of Re. 1/- (Rupees One Only) each fully paid-up.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statements of the Company and its subsidiaries for the financial year 201516, prepared in accordance with the Companies Act, 2013 and applicable Accounting Standards along with all relevant documents and the Statutory Auditors’ Report forms part of this Annual Report.

The detailed Financial Statements as stated above are also available on the website of the Company and can be accessed at the web link http://www.veritasindia.net/investorinformation/AnnualReport.aspx.

SUBSIDIARIES. ASSOCIATE AND JOINT VENTURES

During the year under review, the Hon’ble High Court of Madras, vide its order dated March 30, 2016, sanctioned the scheme of Amalgamation between one of the wholly owned subsidiaries of your Company M/s Kudrat Farming Private Limited (Transferor Company) and step-down subsidiary M/s Veritas Agro Venture Private Limited (Transferee Company) and their respective shareholders and creditors (‘the Scheme’) which was approved by the shareholders of the respective companies at their General Meetings.

During the year, the Company acquired 100% shareholding in M/s. Veritas Polychem Private Limited and became the wholly owned subsidiary of your Company. M/s. Veritas America Trading Inc. became subsidiary of the Company with effect from August 05, 2015.

As on 31st March 2016, Your Company own following wholly owned subsidiary / Step down subsidiaries companies within India and abroad:

1) M/s. Dhami Farming Private Limited, incorporated in India

2) M/s. Veritas Agro Ventures Private Limited, incorporated in India

3) M/s. Veritas Polychem Pvt. Ltd., India

4) M/s. Veritas International FZE, incorporated in Dubai, UAE

5) M/s. Hazel International FZE, incorporated in Sharjah, UAE

6) M/s. Veritas Global PTE Limited, incorporated in Singapore

7) M/s. GV Investment Finance Company Limited, incorporated in Mauritius

8) M/s. Veritas America Trading INC, USA

During the year under review, the Board of Directors reviewed the affairs of Company’s subsidiaries. Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standards -21 issued by the Institute of Chartered Accountant of India, Consolidated Financial Statement presented by the Company include the financial statements of its subsidiaries. Further, in accordance with Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on the performance and financial position of all the subsidiaries, associates and joint venture companies included in the Consolidated Financial Statements is provided in the prescribed format AOC-1 is attached as Annexure I which forms part of this report.

In terms of provisions of Section 136 of the Companies Act, 2013, the Company shall place separately audited accounts of each of its subsidiaries on its website at www.veritasindia.net and the same shall be available for inspection by the Members at the registered office of your Company during the business hours on all working days except Saturdays and Sundays up to the date of ensuing AGM. Members desirous of obtaining a copy of the said financial statements shall write to the Investor Relations Department of the Company at the Registered Office Address.

Your Company has approved a policy for determining material subsidiaries and the same is uploaded on the Company’s website which can be accessed using the link http://www.veritasindia.net/investorsinformationpdf/Policv for determining Material Subsidiaries.p df.

INTERNAL FINANCIAL CONTROLS

Your Company’s Financial Statements are prepared on the basis of the Significant Accounting Policies that are carefully selected by Management and approved by the Audit Committee and the Board of Directors of the Company. These Accounting policies are reviewed and updated from time to time. In this connection, your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 1956, to the extent applicable. These are in accordance with generally accepted accounting principles in India. Changes in Accounting policies, if any, are reviewed and approved by the Audit Committee in consultation with the Statutory Auditors from time to time.

Your Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. Such controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India. Based on the results of such assessments carried out by Management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed. Nonetheless your Company recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly, regular audits and review processes ensure that such systems are reinforced on an ongoing basis.

Indian Accounting Standards (IND AS) - IFRS Converged

Your Company would adopt Indian Accounting Standards (“Ind AS”) for the accounting periods beginning on 1st April, 2017 pursuant to Ministry of Corporate Affairs Notification dated 16th February, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your Company’s performance is discussed in Management Discussion and Analysis Report, which forms part of this Annual Report.

PARTICULARS OF CONTRACTS OR AGREEMENTS ENTERED INTO WITH RELATED PARTIES

During the financial year 2015-16, your Company has entered into transactions with the related parties as defined under Section 2(76) of the Companies Act, 2013 read with the Rules made thereunder, all of which are in the ordinary course of business and are on arms’ length basis and in accordance with the provisions of the Companies Act, 2013 and the Rules made there under and the Listing Regulations. All related party transactions are placed on a quarterly basis before the Audit Committee and were reviewed and approved by the Audit Committee. Further, there were no transactions with related parties which qualify as material transactions under the Listing Regulations. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable. In line with the provisions of the Companies Act, 2013 and Regulation 23 of the Listing Regulations, your Company has formulated a policy on Materiality of Related Party Transaction and on dealing with related party transactions duly approved by the Board and is uploaded on the website of the Company.

The details of the transactions with related parties and the status of outstanding balances as per Accounting Standard 18 are set out in Note nos. 28(b) to the Standalone Financial Statements forming part of this report.

STATUTORY AUDITORS

STATUTORY AUDITORS AND STATUTORY AUDITORS’ REPORT

Pursuant to provisions of Section 139 of the act and the rules framed there under, M/s. Shabbir & Rita Associates LLP, Chartered Accountants, Mumbai, (Firm Registration No. 109420W), were appointed as the Statutory Auditor of the Company at the 30th Annual General Meeting held on 30th September, 2015 and will hold the office till the conclusion of 32nd Annual General Meeting to be held in the year 2017, subject to ratification of their appointment at every AGM. Pursuant to Section 141 of the Companies Act, 2013 and relevant Rules made there under, the Company has received a letter from the Auditors stating that their appointment, if made, would be within the prescribed limit laid down under the Act and that they are not disqualified for re-appointment. Accordingly, the members’ approval is being sought for their appointment as the Auditors of the Company at the ensuing Annual General Meeting.

The reports given by the Auditors on standalone and consolidated financial statements of the Company form part of the Annual Report. There are no qualifications, reservations, adverse remarks or disclaimers given by the Auditors in their reports. The notes on financial statements referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

Secretarial Audit Report

The Board has appointed M/s. JMJA & Associates LLP, Practicing Company Secretaries as Secretarial Auditor of the for the financial year 2015-2016 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report for the financial year ended March 31, 2016 as submitted by them is annexed as Annexure II and forms part of this Report.

There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in the Report issued by them for the financial year 2015-16 which call for any explanation from the Board of Directors.

Reporting of Frauds by Auditors

During the year under review, the Statutory and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE. GUARNATEES GIVEN AND SECURITY PROVIDED

Particulars of investments made, loan given, guarantee given or security provided and the purpose for which the loan or guarantee or security given as proposed to be utilized pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (“Listing Regulations”) are provided in the Note No. 24 to the financial statements.

H. PUBLIC DEPOSIT

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

I. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures with regards to the particulars of Directors, KMPs and employees who are in receipt of remuneration in excess of the limits as prescribed under the provisions of Section 197(12) of the Act read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended till date as may be applicable are available and the Statement containing the details of employee remuneration as required under Section 197 of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection at the registered office of the Company during business hours on working days 21 days before the Annual General Meeting and any Member willing to obtain copy of the said statement can write to the Investor Relations Department at the Registered office address. In terms of Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the Members excluding the information on employees’ particulars.

J. BOARD AND COMMITTEES

DIRECTORS

Mr. Ratan Moondra resigned as a Director of the Company with effect from May 01, 2015 due to preoccupation. The Board places on record its deep appreciation for valuable services and guidance provided by Mr. Moondra during his tenure with the Company.

Pursuant to the provisions of Section 149 of the Companies Act, 2013 Mr. Rajarangamani Gopalan (DIN: 01624555) was appointed as an Additional Director, to serve the Board as an Independent Director with effect from May 24, 2016 for a period of five consecutive years, subject to the approval of shareholders. As per Section 160 of the Act, Mr. Gopalan being an Additional Director of the Company, holds the office up to the ensuing Annual General Meeting (AGM) and is eligible to be appointed as an Independent Director of the Company.

The Company has received notice in writing under Section 160 from members, along with a requisite deposit, signifying his intension to propose the appointment / re-appointment of Mr. Rajarangamani Gopalan as mentioned in the preceding paragraphs.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Schedule IV and the relevant rules made there under and Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as an independent director during the year.

In accordance with the Section 152, other applicable provisions of the Companies Act, 2013 and in terms of Memorandum and Article of Association of the Company, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for reappointment at every AGM. Accordingly, Mr. Saurabh Sanghvi (DIN: 02000411), Whole-Time Director will retire by rotation at the ensuing AGM, and being eligible have offered himself for reappointment. Appropriate resolution for his re-appointment has been included in the Notice ensuing AGM. A brief resume and other related information of the Directors has been detailed in the Notice of the ensuing AGM. Your Directors recommend his re-appointment as a Whole-time Director for your Company.

Key Managerial Personnel

During the year under review, Mr. Mukesh Tank resigned from the post of Company Secretary with effect from March 11, 2016 and the Company is in the process of finding a suitable candidate to be appointed as a Company Secretary of the Company. The following have been designated as Key Managerial Personnel (KMP) of the Company pursuant to Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(a) Mr. Saurabh Sangavi: Whole Time Director

(b) Mr. Rajaram Shanbhag Chief Financial Officer

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Rules made there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out a formal Annual evaluation of the performance of its own performance and that of its Committees, the Chairman as well as performance of the Director individually. The evaluation was done by the way of a structured questionnaires covering various aspects of the Boards functioning, amongst others vision, strategy & role clarity of the Board, Board dynamics & processes, contribution towards development of the strategy, risk management, budgetary controls, receipt of regular inputs and information, functioning, performance & structure of Board Committees, ethics & values, skill set, knowledge & expertise of Directors, leadership etc.

A separate exercise was carried out by the Nomination and Remuneration Committee of the Board to evaluate the performance of individual Directors. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairman of the Company was also carried out by the Independent Directors, taking into account the views of the Executive Director and Non-Executive Directors. The Directors expressed their satisfaction with the evaluation process.

FAMILIARIZATION PROGRAMME FOR DIRECTORS

Your Company has in place a structured induction and familiarization programme for all its Directors including the Independent Directors. Your Company through such programmes familiarizes not only the Independent Directors but any new appointee on the Board with a brief background of your Company, their roles, rights, responsibilities, nature of the industry in which it operates, business model operations, ongoing events, etc. In order to enable the Directors to fulfill the governance role, comprehensive presentations are made on the various businesses, business models, risk minimization procedures and new initiatives of the Company. Changes in domestic/overseas corporate and industry scenario including their effect on the Company, statutory and legal matters are also presented to the Directors on a periodic basis. They are also informed of the important policies of your Company including the Code of Conduct for Directors and Senior Management Personnel and the Code of Conduct for Prevention of Insider Trading. The details regarding the familiarization programme imparted by the Company can be accessed on the website of your Company on the Web-Link http://www.veritasindie.net/investors-information/downaloads.aspx.

Further, at the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a Director. The template of the letter of appointment is available on the website of your Company at Web-Link http://www.veritasindia.net/ investors-information/downloads.aspx.

POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION

As part of good governance and Board process and also in accordance of the requirement of the Act and SEBI (Listing Regulations), the Company has adopted a policy for Board Diversity, Appointment, Remuneration, Training and Evaluation of Directors and Employees. The Policy inter alia includes criteria for determining qualifications, positive attributes, independence notice of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013. The details of such Nomination and Remuneration Policy on the appointment and remuneration is annexed as Annexure III and forms part of this Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3X0 OF THE COMPANIES ACT. 2013

Pursuant to provisions under Section 134(5) of the Companies Act, 2013, with respect to Director’s Responsibility Statement, the Directors confirm:

(a) That in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards have been followed and there are no material departures from the same;

(b) That they had selected such accounting policies and applied them consistently and made judgements 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, 2016 and of the profit of the Company for the year ended on that date;

(c) That they had taken proper and sufficient care 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) That Directors had prepared the annual accounts on a ‘going concern’ basis;

(e) That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2015-16, Six meetings of the Board of Directors were held. The dates on which the said meetings were held and the details of attendance of Board of Directors and its Committees in such meeting are mentioned in the Corporate Governance Report under the heading “Board of Directors” forming part of this Annual Report.

Audit Committee

The Committee comprises of three Directors viz. Ms. Alpa Parekh (Chairperson of the Committee), Mr. Saurabh Sanghvi, and Mr. Shafi Sayeed Parkar. All the Members of the Committee possess accounting and financial management knowledge. All the members of the Committee are Non-Executive Directors except Mr. Saurabh Sanghvi and two third of the members of the Committee are independent Directors. The Company Secretary of the Company is the Secretary of the Committee.

All the recommendations of the Audit Committee were accepted by the Board.

GOVERNANCE

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 of the Listing Regulations read with Schedule V to the said Regulations, a separate Report on Corporate Governance along with a required Certificate from Practicing Company Secretaries regarding the compliance of the conditions of Corporate Governance as stipulated forms part of this Annual Report.

RISK MANAGEMENT POLICY

Your Company has a well-defined framework for risk management in place to identify, measure and mitigate business risk and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objective and enhance the Company’s competitive advantage. This risk framework thus helps in managing market, credit and operations risks and quantifies exposure and potential impact at a Company level.

Your Company has developed and implemented a Risk Management Policy for evaluation and mitigation of the risks. The Risk Management Policy, inter alia, includes identification therein of elements of risks, including those which in the opinion of the Board may threaten the existence of the Company. Risk management process has been established across the Company and is designed to identify, assess and frame a response to threats that affect the achievement of its objectives. Further, it is embedded across all the major functions and revolves around the goals and objectives of the organization. However, during the year under review there are no such risks which in the opinion of the Board may threaten the existence of your organization.

VIGIL MECHANSIM

The Vigil Mechanism as envisaged pursuant to Section 177(9) and (10) of the Companies Act, 2013, the Rules prescribed there under and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Company’s Whistle Blower Policy to enable the Directors, employees and all stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee.

Under this policy, your Company encourages its employees to report any reporting of fraudulent -financial or other information to the stakeholders, and any conduct that results in violation of the Company’s code of business conduct, to the management (on an anonymous basis, if employees so desire). Likewise, under this policy, your Company has prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employee’s reasonable belief that such conduct or practice has occurred or are occurring, reports that information or participates in the investigation. Also, no personnel have been denied access to the Chairman of the Audit Committee.

Whistle Blower Policy of your Company is available on the Company’s website and can be accessed at the Web-link: http://www.veritasindia.net.com/investorinformation/downloads.aspx.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of Section 135 of the Companies Act, 2013 read with Rules framed there under, your Company has constituted a Committee names as Corporate Social Responsibility (CSR) Committee. The CSR Committee comprises of Mr. Nitin Kumar Didwania, Non-Executive Director Non-Independent Director, Mr. Saurabh Sanghvi, Whole-Time Director and Ms. Alpa Parekh, Non-Executive Independent Director. The Committee has been entrusted with the responsibility for recommending to the Board about the implementing of the CSR activities. Also, the Committee inter alia monitors the CSR activities.

The Corporate Social Responsibility Committee had formulated and recommended to the Board a Corporate Social Responsibility Policy (‘CSR Policy’) which was subsequently adopted by it and is being implemented by the Company. The CSR Policy includes a brief overview of the projects and / or programs proposed to be undertaken by the Company and can be accessed at the Company’s website at the Web-link http://www.veritasindia.net/investorsinformation/downloads.aspx.

The Company was unable to spend the amount as prescribed under the Companies Act, 2013 during the financial year. The Company is finalizing formation of Trust and suitable projects to be started under its CSR policy.

SHARE CAPITAL

The issued, subscribed and paid up Equity Share Capital as at March 31, 2016 stood at Rs. 26,810,000/-(Two Crore Sixty-Eight Lacs Ten Thousand only) comprising of 26,810,000 Ordinary (Equity) shares of Rs.1 each fully paid-up as compared to Rs.2,42,10,000/- (Two Crores Forty-two Lakhs Ten Thousand only) Ordinary (equity) shares in the previous financial year ended March 31, 2015 on allotment of Rs.26,00,000 Ordinary (equity) shares of Re.1 at a price of Rs.100 each including of a premium of Rs. 99 per shares to Latitude Consultants Limited, a Foreign Portfolio Investor on preferential allotment basis.

During the year under review, the Company has not issued equity shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2016 none of the Directors of the Company holds instruments convertible into equity shares of the Company.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as on March 31, 2016 in the prescribed format Form No. MGT - 9, pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is attached as Annexure IV and forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 134 of the Companies Act, 2013 read with Rules 8(3) of the Companies (Accounts) Rules, 2014 providing for the details of Conversation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are not applicable since the Company is into trading and distribution business.

However, your Directors have taken proper care to conserve the energy during the year under review.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars

Year Ended 31.03.2016

Year Ended 31.03.2015

EARNINGS

Dividend

LC Commission from Subsidiary

Interest from Subsidiary

FOB Value of Exports - Traded Goods

17,865,316

116,07,750

2,662,344

97,793,089

11,845,318

NIL

NIL

362,897,177

TOTAL

129,928,499

374,742,495

OUTGO

CIF Value of Imports - Traded Goods

NIL

179,420,220

TOTAL

NIL

179,420,220

The Company has taken various initiatives for development of export markets for sale of various products in the International market to increase its foreign exchange earnings.

GENERAL DISCLOSURES

The Chairman of the Company did not receive any remuneration or commission from any of the subsidiary of your Company. The Whole Time Director of the Company did not receive any commission from any of its subsidiaries.

Your Directors state that no disclosures or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review:

- The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

- No Significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status or Company’s operations in future.

- Issue of Shares (Including Sweat Equity Shares and Employee Stock Options) to employees of the Company under any Scheme.

- The Company has not bought back any shares during the year.

- During the year under review, no cases were filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CHANGE OF REGISTERED OFFICE OF THE COMPANY:

During the year under review, your Company has shifted its registered office within the limits of Mumbai city. Address of new Registered office is Verit as house, 3rd Floor, 70, Mint road, Fort, Mumbai 400 001.

ACKNOWLEDGEMENTS:

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, State Government of Gujarat, State Government of Maharashtra, Other State Governments Wherein the Company has its operations, Gujarat Maritime Board, Various Financial Institutions and Banks. Your Directors thank all shareholders, esteemed customers, suppliers and business associates for their faith, trust and confidence reposed in the Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

For and on Behalf of the Board of Directors

Sd/-

PLACE: Mumbai (Nitin Kumar Didwania)

DATE: 12th August, 2016 CHAIRMAN & DIRECTOR

DIN: 00210289


Mar 31, 2015

The Directors have pleasure m presenting their Thirtieth Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2015.

FINANCIAL RESULTS

The financial performance of the Company, for the year ended 31st March, 2015 is summarized below;

(Amt in Crores)

Particulars Standalone Consolidated

2014-2015 2013-2014 2014-2015 2013-2014

Total Revenue 513.80 407.39 1,502.75 1,205.49

Profit before Tax 10.88 8.70 50.18 32.64

less: Provision for Taxation

- Current Tax (2.30) (1.67) (2.33) (1.69)

- Deferred Tax 0.18 0.14 0.18 0.13

- Current Tax Expense related to 0.00 (0,05) 0.00 0.05 prior Years.

Profit after Tax 8.77 7.12 48.03 31.04

Add: Balance in Profit & Loss Account 21.73 14.73 93.91 62.99 brought forward.

Add: Credit for Tax on Dividend 0.02 0.02 0.02 0.02

Less: Loss on disposal of subsidiary 0.00 0.00 (37.20) 0.00

Less: Trf to Capital reserve on merger 0.00 0.00 (0.20) 0.00

Profit available for Appropriation 30.52 21.87 l04.56 94.05

Less:

- Proposed Dividend 0.12 0.12 0.12 0.12

- Dividend Distribution Tax 0.02 0.02 0.02 0.02

Balance transferred to Balance Sheet 30 37 21.73 104.41 93.91

RESULTS OF OPERATION

The following are the figures and comparison of the operation of the Company;-

- Standalone revenue from operations increased by 25.63% to Rs. 5,059,501,414/- as compared to previous year of Rs. 4,027,274,336/-.

- Consolidated revenue from operation increased by 25.01% to Rs. 15,027,351,443/- as compared to previous year of Rs. 12,021,063,857/-.

- Standalone Profit after Tax increased by 23.18% to Rs. 87,683,506/- as compared to previous year of Rs. 71,182,927/-.

- Consolidated Profit after Tax increased by 54.76% to Rs. 480,332,407/- as compared to previous year of Rs. 310,379,359/-.

DIVIDEND

Your Directors have recommended a dividend of 5 (Five) pause per Equity Share of Re. 1/- each for the Financial Year ended 31st March, 2015. The Dividend is payable subject to the approval of the Shareholders at the ensuing Annual General Meeting of the Company.

The dividend will be paid to members whose names appear in the Register of Members as on the book closure date; in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as ort that date.

The dividend payout for the year under review has been formulated in accordance with shareholders' aspirations and the Company's policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals.

SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2015 stood at Rs. 24,210,000/- (Rupees Two Crores Forty Two Lacs and Ten Thousand Only). During the year under review, the Company has not issued with differential voting rights nor has granted any stock options or sweat equity.

As on March 31, 2015 none of the Directors of the Company holds instruments convertible into equity shares of the Company.

CONSOLIDATED FINANCIAL 5TATEMENT

The Consolidated financial statement of the Company are prepared in accordance with the Companies Act, 2013 and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for investments in Associates and AS - 27 on Financial Reporting of Interests in joint Ventures, the audited consolidated financier statement forms part of this Annual Report.

SUBSIDIARIES

During the year under review the scheme of Amalgamation was sanctioned by the Honorable High Court of Bombay between the two wholly owned subsidiaries of your Company M/s Veritas Agro Venture Private Limited (Transferor Company} and M/s Vidhata Farming Private Limited.

As on 31il March 2015, Your Company own following wholly owned overseas and domestic subsidiaries companies:

M/s. Veritas Global PTE Limited, incorporated in Singapore

M/s. Veritas international FZE, incorporated in Dubai, UAE

M/s. Kudrat Farming Private Limited, incorporated in India

M/s. Dharni Farming Private Limited, incorporated in India

M/s. Veritas Agro Ventures Private Limited, incorporated in India

M/s. GV investment Finance Company Limited, incorporated in Mauritius

M/s. Hazel International FZE, incorporated in Sharjah, UAE

During the year, the Board of Directors reviewed the affairs of the subsidiaries. The consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report is prepared in accordance with the provisions of section 129(3) of the Companies Act, 2013. Further, a statement containing the salient features of the financial statement of the subsidiaries in the prescribed format AOC-1 is appended as Annexure 1 to the Board's report. The statement also provides the details of performance, financial positions of each of the subsidiaries.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on the website of the Company. Further these documents will also be available for inspection during business hours at the registered office of the Company.

MANAGEMENT'S DISCUSSION AND ANALY585 REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The Corporate Governance Report forms an integral part of this Annual report. The Certificate from Auditors of the Company, certifying compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement, is annexed to the Report on Corporate Governance.

RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Agreement. There were no materially significant related party transactions made by the Company during the year that would have required members approval under Clause 49 of the Listing Agreement, The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board has been adopted by the Company and uploaded on the Company's website.

The details of the transactions with related parties are provided in the accompanying financial statements.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Nit in Kumar Didwania, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re- appointment.

Section 149 (10) of the Companies Act, 2013, provides for the appointment of independent directors. The said section provides that independent directors shall hold office for a term of up to five consecutive years on the Board of a Company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company. Accordingly, all the independent directors were appointed by the shareholders at the Twenty Ninth Annual General Meeting held on September 26, 2014. Further, according to Section 149 (11), no independent director shall be eligible for appointment for more than two consecutive terms of five years. Section 149 (13) states that the provisions of retirement by rotation as defined in Sections 152 (6) and (7} of the Act shall not apply to such independent directors.

None of the independent directors will retire at the ensuing Annual Genera! Meeting.

Mr. Ratan Moondra has expressed his desire to resign from the post of director of the Company with effect from May 1, 2015. The Board has considered his resignation at the Board Meeting held on August 13, 2015 and places on record its appreciation for the services rendered by Mr. Ratan Moondra during his tenure with the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6} of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the listing agreement Nomination and Remuneration Committee has laid down the evaluation criteria for performance evaluation of Directors and committees of the Directors. The evaluation of all the Directors, the Board as a whole and Committees of the Directors was conducted based on the criteria and framework adopted by the Board.

A comprehensive questionnaire was prepared after taking into consideration the following points:

- Contribution to and monitor corporate governance practices of the Company.

- Participation in long-term strategic planning of the Company.

-Commitment to the fulfillment of a director's obligations and fiduciary responsibilities;

The Board approved the evaluation results as collated by the nominating and remuneration committee.

FAMILIARIZATION PROGRAMME FOR DIRECTORS

The Management of your Company believes that a well informed Board can contribute significantly and effectively discharge its role of trusteeship in a manner that fulfils stakeholders' aspirations and societal expectations. In pursuit of this, the Directors of your company are regularly updated on the changes / developments taking place in statutes / legislations and economic environment, to enable them to take well informed and timely decisions.

The details of the familiarization programme may be accessed on the Company's website.

MEETINGS OF THE BOARD

During the year under review six meetings of the Board of Directors were held. For further details, please refer report on Corporate Governance of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3HC1 OF THE COMPANIES ACT, 2013

Vour Directors state that;

(a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed and there are no material departures from the same;

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

(c) The Directors have taken proper and sufficient care 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 Directors have prepared the annual accounts on a 'going concern' basis;

(e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

As on March 31, 2015, the Board consists of five members, one of whom is whole-time director, one is non-executive director and three are independent directors. The Board periodically evaluates the need for change in its composition and size.

The policy of the Company on directors1 appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is appended as Annexure ii to the Board's report.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3}(a] of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Anrtexure III to the Board's report.

STATUTORY AUDITORS

The existing Auditor Mr. Shabbir S Bagasrawala having Membership No.039865 has expressed his inability to continue as Statutory Auditor of the Company. Further a letter has been received from the member of the Company proposing to appoint M/s. Shabbir & Rita Associates LLP, Chartered Accountants, Mumbai, (Firm Registration No. 109420W) as the Statutory Auditor of the Company for the Financial Year 2015-16. M/s. Shabbir & Rita Associates LLP being eligible has offered themselves for appointment. The Company has received the letter from M/s. Shabbir & Rita Associates LLP stating that their appointment, if made, would be within the prescribed limit under section 141(3)(g) of the Companies Act, 2013 and they are qualified for appointment.

Your Directors propose to appoint M/s Shabbir & Rita Associates LLP, Chartered Accounts, Mumbai as the statutory auditors of the Company at the ensuing Annual Genera! Meeting.

SECRETARIAT AUDITOR

The Board has appointed M/s. Mansi Damania & Associates, a Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under the provisions of Section 197(12} of the Act read with Rules 5(2) and 5(3} of the Companies (Appointment and Remuneration of Managerial Personnel} Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms the part of the Director's Report for the year ended March 31, 2015. The same is prepared in separate Annexure V to this report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his spouse and dependent children) more than two percent of the equity shares of the Company.

GENERAL DISCLOSURES

No disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review;

1. Public Deposits - Details relating to deposits covered under Chapter V of the Act.

2. There were no cases of fraud and mismanagement reported under Vigil Mechanism established by the Company.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

4, During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace {Prevention, Prohibition and Redressai) Act, 2013,

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ANO FOREIGN EXCHANGE EARNINGS ANO OUTGO

As the Company is a trading company, hence the information regarding compliance of Section 134 (3) (m) of the Companies Act, 2013 ready with the Companies {Accounts) Rules 2014 are not applicable to the Company.

However your Directors have taken proper care to conserve the energy during the year under review.

FOREIGN EXCHANGE EARNINGS ANO OUTGO

Particulars Year Ended Year Ended 31.03,2015 31.03.2014

EARNINGS

Dividend 11,845,318 12,631,908

FOB Value of Exports - Traded Goods 362,897,177 NIL

TOTAL 374,742,495 12,631,908

OUTGO

CIF Value of Imports - Traded Goods 179,420,220 NIL

TOTAL 179,420,220 NIL

The Company has taken various initiatives for development of export markets for sale of various products in the International market to increase its foreign exchange earnings.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the guidelines prescribed under Section 135 of the Companies Act, 2013 your Board of Directors has constituted a Committee called as CSR Committee, The CSR Committee comprises of Mr, Nitin Kumar Didwania, Non-Executive Director, Mr. Ssurabh Sanghvi, Executive Director and Ms, Alpa Parekh, Non-Executive & Independent Director. The Committee has been entrusted with the responsibility for recommending to the Board about the implementing the CSR activities.

The Company is in process of registering a Trust which will be responsible for formulating and implementing CSR policy applicable for the entire group. The Trust will be responsible for identifying projects and cause as per the provisions of the Companies Act, 2013 and spend the CSR amount,

GREEN INITIATIVES

Electronic copies of the Annual Report 2014-15 and Notice of the 30th Annual General Meeting are sent to all members whose emails addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2015 and the Notice of the 30th Annual General Meeting are sent in the permitted mode. Members requiring physical copies can send a request to the Company,

For and on Behalf of the Board of Directors

Sd/-

PLACE: Mumbai (Nitin Kumar Didwania)

DATE: 13* August 201.5 CHAIRMAN & 01 RECTOR

DIN: 00210289


Mar 31, 2014

The Members,

Veritas (India) Limited

The Directors have pleasure in presenting the Twenty Ninth Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

The Financial Results for the year ended 31st March, 2014 are summarized below:

(Rs. in Lacs)

Standalone Consolidated

2013-2014 2012-2013 2013-2014 2012-2013

Turnover 40,272.74 33,965.61 1,20,210,64 91,415.62

Profit before Tax 870.41 835.85 3,264.47 2,084.90

Less: Provision for Taxation

-Current Tax (167.00) (169.01) 168.74 169.01

-Deferred Tax. 13.57 9.69 (13.27) (9.69)

-Current Tax Expense related to 5.16 - 5.16 - prior Years.

Profit after Tax 711,83 676.53 3103.85 1,925.58

Add: Balance in Profit & Loss Account 1473.22 810.76 6299.18 4387.68 brought forward.

Profit available for Appropriation 2187.02 1,487.29 9405.00 6313.25

Less: -Proposed Dividend 12.11 12.11 12.ll 12.11

-Dividend Distribution Tax 1.96 1.96 1.96 1.96

Balance transferred to Balance Sheet 2172.95 1,473.22 9390.93 6299.18

Earnings per Share of Re. 1/- each 2.94 2.79 12.82 7.95

OPERATIONS

Total production in the Indian chemical industry was 8,402 MT in FY13, a 0.7 per cent decline over FY12. (Source Department of Chemicals and Petrochemicals) Despite constrains and challenging environment, your Company has demonstrated the resilience in its business which can be demonstrated from the following figures and comparison:

- Standalone Turnover increased by 18.57 % to Rs. 40,272.74 Lacs as compared to previous year of Rs. 33,965.61 Lacs.

- Consolidated Turnover increased by 31.50 % to Rs. 1,20,210.64 Lacs as compared to previous year of Rs. 91,415.62 Lacs.

- Standalone Profit after Tax increased by 5.22% to Rs. 711.83 Lacs as compared to previous year of Rs. 676.53 Lacs.

- Consolidated Profit after Tax increased by 61.19% to Rs. 3,103.85 Lacs as compared''to previous year of Rs. 1,925.58 Lacs.

DIVIDEND

Your Directors have recommended a dividend of 5 (Five) paise per Equity Share of Re. 1/- each for the Financial Year ended 31st March, 2014. The Dividend is payable subject to the approval of the Members at the ensuing Annual General Meeting of the Company.

The dividend will be paid to members whose names appear in the Register of Members as on the book closure date; in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

The dividend payout for the year under review has been formulated in accordance with shareholders'' aspirations and the Company''s policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals.

WINDMILL PROJECT

During the year, the revenue from generation of power through Wind Energy was Rs.77.91 lacs, as compared to previous year figure of Rs. 88.32 lacs. We expect the revenue to rise at in present and forthcoming Financial Year.

CORPORATE GOVERNANCE

The Corporate Governance and Management Discussion and Analysis Reports form an integral part of this report and are set out as separate Annexures to this Report. The Certificate from Auditors of the Company, certifying compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement, is annexed to the Report on Corporate Governance.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Saurabh Sanghvi and Mr. Ratan Moondra, Directors of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

Pursuant to the provisions of Section 150(2) Mr. Ratan Moondra, Ms. Alpa Parekh, and Mr. Shafi Parkar are the directors of the Company whose period of office is liable to determination by retirement of directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956. In terms of Section 149 and other applicable provisions of the Companies Act, 2013, the aforesaid directors being eligible and offering themselves for appointment, are proposed to be appointment as independent directors under section 149 of the Companies Act, 2013, to hold office as per their tenure of appointment mentioned in the notice of the forth coming Annual General Meeting of the Company.

None of the Directors are related inter-se to each other.

AUDITORS

The Auditors, M/s. Shabbir S. Bagasarawala, Chartered Accountants, Mumbai, (Membership No. 039865) retire at the conclusion of the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. The Company has received the letter from M/s. Shabbir S. Bagasarawala stating that their re-appointment, if made, would be within the prescribed limit under section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment.

INTERNAL AUDITOR

The Company has appointed M/s G. R. Modi & Co., Chartered Accountant, as Internal Auditor of the Company on the Meeting held on 30th May, 2014 as per Section 138 of the Companies Act, 2013.

SUBSIDIARIES

During the year under review your Company has acquired 100% holding in M/s Kudrat Farming Private Limited as thus it became the wholly owned subsidiary of the Company. The acquired Subsidiary Company will add growth of the Company during the Current year.

Further M/s Kudrat Farming Private Limited acquired 100% shareholding of M/s Vidhata Farming Private Limited.

Also M/s Vidhata Farming Private Limited acquired 100% shareholding of M/s Veritas Agro Ventures Private Limited.

As on 31st March 2014, Your Company own following wholly owned overseas and domestic subsidiaries companies:

M/s. Veritas FZE, incorporated in UAE

M/s. Veritas Global PTE Limited, incorporated in Singapore

M/s. Veritas International FZE, incorporated in UAE

M/s Kudrat Farming Private Limited, incorporated in India

M/s Vidhata Farming Private Limited, incorporated in India

M/s Veritas Agro Ventures Private Limited, incorporated in India

The Ministry of Corporate Affairs, the Government of India has vide Circular No. 2/2011 dated 8th February, 2011 granted general exemption subject to fulfillment of certain conditions from attaching the Balance Sheet of the Subsidiaries to the Balance Sheet of the Company without making an application for exemption. Accordingly, the Balance Sheet, the Statement of Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. -

Financial information of the Wholly Owned Subsidiaries of the Company is disclosed in the Annual Report and the Annual Accounts of the Subsidiaries of the Company and are open for inspection at the Registered Office of the Company upto the date of the Annual General Meeting.

SCHEME OF AMALGAMATION BETWEEN M/S VERITAS (INDIA) LIMITED AND M/S KUDRAT FARMING PRIVATE LIMITED

Your Directors wish to inform you that in order to achieve synergies of operations and optimum utilization of resources, the Board of Directors at their meeting held on December 17, 2013 decided to amalgamate its Wholly Owned Subsidiary M/s Kudrat Farming Private Limited.

Pursuant to the Board decision an approval was sought from the Bombay Stock Exchange under clause 24(f). The required approval was received from the Exchange vide its letter dated April 10, 2014.

The said scheme is under process and member''s approval and consent on the same will be obtained by the Company at the appropriate time.

Further the scheme of Amalgamation between M/s Veritas Agro Ventures Private Limited with Vidhata Farming Private Limited was also filed with Ho''able Bombay High Court and the order for the same is awaited.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Accounting Standard (AS)-21 on Consolidated Financial Statements, this Annual Report also includes the audited Consolidated Financial Statements for the financial year 2013-2014.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that they had:-

i) followed the applicable accounting standards in the preparation of the annual accounts for the year ended 31st March 2014.

ii) selected such accounting policies and applied them consistently, 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 on 31st March 2014 and of the profit of the Company for the year ended 31st March 2014.

iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company, preventing, detecting fraud and other irregularities.

iv) prepared the annual accounts for the Financial year ended 31st March, 2014 on a going concern basis.

DEPOSITS

The Company has not invited nor accepted any Deposits from the public during the year under review and shall also not accept the same without obtaining necessary approvals as may be required under the relevant provisions of the Companies Act, 2013 and rules made thereunder.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the name and other particulars of certain employees are required to be set out in an Annexure to the Directors'' Report. Having regard to the provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, the Directors'' Report excluding the aforesaid information is being sent to all the Shareholders of the Company and others entitled thereto. Shareholders who are interested in obtaining such particulars may write to the Company at its Registered Office.

CONSERVATION OF ENERGY

As the Company is a trading company, hence the information regarding compliance of Rules relating to conservation of Energy and Technology Absorption pertaining to Section 217 (l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are not applicable to the Company.

However your Directors have taken proper care to conserve the energy during the year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the guidelines prescribed under Section 135 of the Companies Act, 2013 your Board of Directors at their meeting held on February 14, 2014 has constituted a Committee called as CSR Committee.

The CSR Committee comprises of Mr. Nitin Kumar Didwania, Non-Executive Director, Mr. Saurabh Sanghvi, Executive Director and Ms. Alpa Parekh, Non-Executive & Independent Director.

The Committee so constituted has been entrusted with the responsibility for recommending to the Board about formulating and implementing a Corporate Social Responsibility Policy (CSR Policy).

The Company has taken various initiatives for development of export markets for sale of various products in the International market to increase its foreign exchange earnings.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the support and co-operation received from the Government authorities, bankers, customers, employees, suppliers and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the dedicated efforts of the employees of the Company.

For and on Behalf of the Board of Directors

Sd/-

PLACE: Mumbai (Nitin Kumar Didwania)

DATE: 30th May 2014 CHAIRMAN & DIRECTOR


Mar 31, 2013

Dear Shareholders,

The Directors'' are pleased to present the Twenty Eighth Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

The financial performance of the Company, for the year ended 31st March, 2013 is summarized below:

(Figures in Lacs)

Standalone Consolidated

Particulars 2012-2013 2011-2012 2012-2013 2011-2012

Turnover 33,965.61 30,705.44 91,415.62 79,020.01

Profit before Tax 835.84 736.75 2,084.90 1,560.42

Less: Provision for Taxation

- Current Tax 169.01 148.00 169.01 148.00

- Deferred Tax (9.69) 62.68 (9.69) 62.68

- Income Tax adjustment of earlier years - 0.16 - 0.16

Profit after Tax 676.52 525.91 1,925,58 1,349.58

Add: Balance in Profit & Loss Account brought 810.77 284.86 4,387.68 3,038.10 forward

Profit available for Appropriation 1,487.29 810.77 6,313.26 4,387.68

Less: Dividend

- Proposed Dividend 12.11 - 12,11 -

- Dividend Distri bution Tax 1.96 - 1.96 -

Balance transferred to Balance Sheet 1,473.22 810.77 6,299.20 4,387.68

Earnings per Share of Re. 1/-each 2.79 2.17 7.95 5.57

OPERATIONS

Financial Year 2012-13 witnessed to be the challenging year of economic uncertainties. Despite these constrains and challenging environment, your Company has performed well 3nd the financial highlights are as under:

- Standalone Turnover increased by 10.62 % to Rs. 33,965.61 Lacs as compared to previous year of Rs. 30,705.44 Lacs

- Consolidated Turnover increased by 15.69 % to Rs. 91,415.62 Lacs as compared to previous year of Rs. 79,020.01 Lacs - .

- Standalone Profit after Tax increased by 28.64% to Rs. 676.52 Lacs as compared to previous year of Rs. .. 525.91 Lacs

- Consolidated Profit after Tax increased by 42.68% to Rs. 1,925.58 Lacs as compared to previous year of Rs. 1,349.58 Lacs -

DIVIDEND

Your Directors have recommended a dividend of 5 (Five) paise per Equity Share of Re. 1/- each for the Financial Year ended 31st March, 2013. The Dividend is payable subject to the approval of the Members at the ensuing Annual General Meeting of the Company. 1

The dividend will be paid to members whose names appear in the Register of Members as on the book closure date; in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

The dividend payout for the year under review has been formulated in accordance with shareholders'' aspirations and the Company''s policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals.

WINDMILL PROJECT

During the year, the revenue from generation of power through Wind Energy has increased from Rs. 80.62 lacs to Rs. 88.32 lacs, an increase of 9.55%. We expect the revenue to rise at a steady rate from such non- conventional source of energy.

SUBSIDIARIES

Your Company has incorporated a new wholly owned subsidiary in UAE "M/s. Veritas International FZE'''' during the year. The above Subsidiary Company has performed well and contributed substantially to the growth of the Company during the Current year.

As on 31st March 2013, Your company own following wholly owned overseas subsidiary companies

M/s. Veritas FZE, incorporated in UAE

M/s. Veritas Global PTE Limited, incorporated in Singapore

M/s. Veritas International FZE, incorporated in UAE

The Ministry of Corporate Affairs, the Government of India has vide Circular No. 2/2011 dated 8th February,

2011 granted general exemption subject to fulfillment of. certain conditions from attaching the Balance Sheet of the Subsidiaries to the Balance Sheet of the Company without making an application for exemption. Accordingly, the Balance Sheet, the Statement of Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company.

Financial information of the Wholly Owned Subsidiaries of the Company is disclosed in the Annual Report and the Annual Accounts of the Subsidiaries of the Company and are open for inspection at the Registered Office of the Company up to the date of the Annual General Meeting. ''

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes the audited Consolidated Financial Statements for the financial year 2012-2013.

CORPORATE GOVERNANCE

The Corporate Governance and Management Discussion and Analysis Reports form an integral part of this report and are set out as separate Annexure to this Report. The Certificate from Auditors of the Company, certifying compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement, is annexed to the Report on Corporate Governance.

DIRECTORS

Justice S. S, Parkar (retd) and Ms. Alpa Parekh Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

AUDITORS

The Auditors, M/s. Shabbir S. Bagasarawala, Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. They have furnished a certificate to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224 (IB) of the Companies Act, 1956 and that they are not disqualified for reappointment under Section 226 of the said Act.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA), your Directors confirm that they had:-

i) followed the applicable accounting standards in the preparation of the annual accounts.

ii) selected such accounting policies and applied them consistently, 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 on 31st March 2013 and of the profit of the Company for the year ended 31st March 2013.

iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company, preventing, detecting fraud and other irregularities.

iv) prepared the annual accounts for the financial year ended 31st March, 2013 on a going concern basis.

DEPOSITS

The Company has not invited nor accepted any Deposits from the public under the Companies (Acceptance of Deposits) Rules, 1975 read with Section 58A of the Companies Act, 1956, .

PARTICULARS OF EMPLOYEES

The Company has no such employee as would be covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY

As the Company is a Trading Company, the information regarding compliance of Rules relating to conservation of Energy and Technology Absorption pertaining to Section 217 (l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are not applicable to the Company.

However your Directors have taken proper care to conserve the energy during the year under review.

Your Company has taken various initiatives for development of markets for sale of various products in the International market to increase its foreign exchange earnings out of exports.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the support and co-operation received from the Government authorities, bankers, customers, employees, suppliers and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the dedicated efforts of the employees of the Company.

For and on Behalf of the Board

sd/-

PLACE: Mumbai Nitin Kumar

DATE: 30/05/2013 - Chairman


Mar 31, 2012

To, The Members of Veritas (India) Limited

The Directors have pleasure in presenting the Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

The Financial Results for the year ended 31st March, 2012 are summarized below:

(Rs. in Lacs) Standalone Consolidated 2011-2012 2010-2011 2011-2012 2010-2011

Turnover, 30705.44 21013.45 79020.01 61573.92

Profit before Tax 736.75 375.19 1560.42 2590.72

Less: Provision for Taxation

- Current Tax 148.00 76.57 148.00 78.02

Deferred Tax 62.68 78.77 62.68 78.77

- Income Tax adjustment of 0.16 6.63 0.16 6.63

earlier years Profit after Tax 525.91 213.21 1349.58 2427.30

Add: Balance in Profit & Loss Account 284.86 85.77 3038.10 794,64 brought forward

Profit available for Appropriation 810.77 298.98 4387.68 3221.94

Less:

- Proposed Dividend ' 12.11 - 12.11 -

Dividend Distribution Tax 2.01 01

Balance transferred to Balance Sheet 810.77 284.86 5199.95 3207.82 Earnings per Share of Re. 1/- each 2.17 0.88 5.57 io 03

OPERATIONS

During the financial year ended 31st March, 2012 the consolidated turnover increased to Rs. 790.20 crores as compared to Rs. 615.74 crores in the previous year, an increase of about 28.33%. The Net Profit after tax has decreased from Rs. 24.27 crores in the previous year to Rs. 13.50 crores a decrease of about 44.38%.

WINDMILL PROTECT

During the year, the revenue from generation of power through Wind Energy has substantially increased from Rs. 49.15 lacs to Rs. 80.62 lacs, an increase of 64%. We expect the revenue to rise at a steady rate from such non-conventional source of energy.

CORPORATE GOVERNANCE

The Corporate Governance and Management Discussion and Analysis Reports form an integral part of this report and are set out as separate Annexures to this Report. The Certificate from Auditors of the Company, certifying compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement, is annexed to the Report on Corporate Governance.

DIRECTORS

Mr. Nitin Kumar Didwania and Mr. Ratan Moondia, Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

AUDITORS

The Auditors, M/ s. Shabbir S. Bagasarawala, Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. They have furnished a certificate to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224 (IB) of the Companies Act, 1956 and that they are not disqualified for reappointment under Section 226 of the said Act.

SUBSIDIARIES

The Annual Accounts of M/s. Veritas FZE and M/s. Veritas Global PTE Limited, Wholly Owned Subsidiaries of the Company are open for inspection at the Registered Office of the Company up to the date of the Annual General Meeting.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes the audited Consolidated Financial Statements for the financial year 2011-2012.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA), your Directors confirm that they had:-

i) followed the applicable accounting standards in the preparation of the annual accounts.

ii) selected such accounting policies and applied them consistently, 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 on 31st March 2012 and of the profit of the

Company for the year ended 31st March 2012.

iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company., preventing, detecting fraud and other irregularities.

iv) prepared the annual accounts for the Financial year ended 31st March, 2012 on a going concern basis.

DEPOSITS

The Company has not invited nor accepted any Deposits from the public under the Companies (Acceptance of Deposits) Rules, 1975 read with Section 58A of the Companies Act,

1956. .

PARTICULARS OF EMPLOYEES

The Company has no such employee as would be covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION &__FOREIGN

EXCHANGE EARNINGS AND OUTGO

A Statement giving details of Conservation of Energy, Technology absorption and Foreign Exchange Earnings and Outgo as per Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of this Report is annexed herewith.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the support and co- operation received from the Government authorities, bankers, customers, employees, suppliers and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the dedicated efforts of the employees of the Company.

For and on Behalf of the Board of Directors

Sd/-

PLACE: Mumbai (Nitin Kumar Didwania)

DATE: 27th August, 2012 CHAIRMAN


Mar 31, 2011

The Members,

Veritas (India) Limited

The Directors have pleasure in presenting the Annual Report of the Company together wit] the Audited Statements of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

The Financial Results for the year ended 31st March 2011 are summarized below:

(Rs. in Lacs)

Standalone Consolidated

2010-2011 2009-2010 2010-2011 2009-2010

Turnover 21013.45 11175.36 61573.92 22021.77

Profit before Tax 375.18 129.03 2590.72 720.22

Less: Provision for Taxation

- Current Tax 76.57 20.50 78.02 20.50

- Deferred Tax 78.77 68.60 78.77 68.60

- Income Tax adjustment of 6.63 - 6.63 - earlier years

Profit after Tax 213.21 39.93 2427.30 631.12

Add: Balance in Profit & Loss Account 85.77 45.84 794.64 163.52 brought forward

Profit available for Appropriation 298.98 85.77 3221.94 794 64

Less:

- Proposed Dividend 12.11 - 12.11 -

- Dividend Distribution Tax 2.01 - 2.01 -

Balance transferred to Balance Sheet 284.86 85.77 3207.82 794.64

Earnings per Share of Re. 1/-each 0.88 3.93 10.03 62.15 w.ei. 29th June, 2010 (Previous Year Face Value Rs. 10/- per share)

OPERATIONS

During the financial year ended 31st March, 2011 the consolidated turnover increased to Rs. 615.74 crores as compared to Rs. 220.22 crores in the previous year, an increase of about 180%. Similarly, Net Profit after tax increased substantially from Rs. 6.31 crores in the previous year to Rs. 24.27 crores an increase of about 285%.

DIVIDEND

Your Directors have recommended a dividend of 5 (Five) paise per Equity Share of Re. 1/- each for the Financial Year ended 31st March, 2011. The Dividend is payable subject to the approval of the Members at the ensuing Annual General Meeting of the Company.

WINDMILL PROTECT

During the year, the revenues from generation of power through Wind Energy have substantially increased from Rs. 29 lacs to Rs. 49 lacs, an increase of 69%. We expect the revenues to rise at a steady rate from such non-conventional source of energy.

CORPORATE GOVERNANCE

The Corporate Governance and Management Discussion and Analysis Reports form an integral part of this report and are set out as separate Annexures to this Report The Certificate from Auditors of the Company, certifying compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement, is annexed to the Report on Corporate Governance.

DIRECTORS

Ms. Alpa Parekh and Mr. Saurabh Sanghvi, Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

AUDITORS

The Auditors, M/s. Shabbir S. Bagasarawala, Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. They have furnished a certificate to the effect that their re-appointment, it made, would be within the limits prescribed under Section 224 (IB) of the Companies Act, 1956 and that they are not disqualified for reappointment under Section 226 of the said Act.

SUBSIDIARIES

The Annual Accounts of M/s. Veritas FZE and M/s. Veritas Global PTE Limited, Wholly Owned Subsidiaries of the Company are open for inspection at the Registered Office of the Company upto the date of the Annual General Meeting.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes the audited Consolidated Financial Statements for the financial year 2010-2011.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA), your Directors confirm that they had:-

i) followed the applicable accounting standards in the preparation of the annual accounts.

ii) selected such accounting policies and applied them consistently, 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 on 31st March 2011 and of the profit of the Company for the year ended 31st March 2011,

iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company, preventing, detecting fraud and other irregularities.

iv) prepared the annual accounts for the Financial year ended 31st March, 2011 on a going concern basis.

DEPOSITS

The Company has not invited nor accepted any Deposits from the public under the Companies (Acceptance of Deposits) Rules, 1975 read with Section 58A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

The Company has no such employee as would be covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

A Statement giving details of Conservation of Energy, Technology absorption and Foreign Exchange Earnings and Outgo as per Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of this Report is annexed herewith.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the support and co- operation received from the Government authorities, bankers, customers, employees, suppliers and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the dedicated efforts of the employees of the Company.

For and on Behalf of the Board of Directors

Sd/-

PLACE : Mumbai (Nitin Kumar Didwania)

DATE: 30th May, 2011 CHAIRMAN


Mar 31, 2010

The Directors have pleasure in presenting the Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs. in Lacs)

Standalone Consolidated 2009-2010 2008-2009 2009-2010 2008-2009

Turnover 11175.36 6604.81 22021.77 7710.36

Profit before Tax 129.03 55.25 720.22 172.93 Less: Provision for Taxation

- Current Tax 20.50 6.40 20.50 6.40

- Deferred Tax 68.60 25.90 68.60 25.90

- Fringe Benefit Tax - 0.53 - 0.53

Profit after Tax 39.93 22.42 631.12 140.10

Add; Balance in Profit & Loss 45.85 23.43 163.52 23.42 Account brought forward Balance transferred to Balance85.78 45.85 794.64 163.52 Sheet

Earnings per Share of Rs. 10/- 3.93 2.25 62.15 14.07 each

OPERATIONS

During the financial year ended 31st March, 2010 the consolidated turnover increased to Rs. 220.21 crores as compared to Rs. 77.10 crores in the previous year, an increase of about 185%. Similarly, Net Profit after tax increased substantially from Rs. 1.40 crores in the previous year to Rs. 6.31 crores.

DIVIDEND

In order to conserve the resources, the Directors do not recommend any dividend for the Financial Year 2009-2010.

WINDMILL PROTECT

During the year, the Company has set up two new Wind Mills for Power generation at Tirunelveli District in the State of Tamil Nadu and the commercial operations have commenced with effect from 1st October, 2009. Consequently, the wind power generation capacity has increased from 600 KW to 1800 KW.

SUBSIDIARY

The Company has formed an overseas subsidiary viz. Veritas Global Pte Limited which was incorporated on 11th May, 2010 in Singapore.

ALLOTMENT OF EQUITY SHARES ON PREFERENTIAL BASIS

The Company has raised an amount of Rs. 73.125 crores by issue and allotment of 14,25,000 Equity Shares of Rs. 10/- each at the premium on 27th March, 2010 on Preferential basis to Promoters, Non- Promoters and Foreign Corporate Bodies to meet the long term resources of the Company, raise funds for corporate actions like capital expenditure for diversification of the activities of the Company and towards working capital requirements.

LISTING OF SHARES

The aforesaid 14,25,000 equity shares issued on preferential basis have been listed on The Bombay Stock Exchange Limited (BSE); pursuant to the listing approval dated 17th June, 2010 accorded by BSE.

SUB- DIVISION OF EQUITY SHARES

The Equity Shares of the Company have been allotted a new International Securities Identification Number (ISIN) being INE379J01029 by the Depositories namely Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) pursuant to Sub- division of Equity shares of the Company from 1 Equity Share of Rs. 10/- each into 10 Equity Shares of Re. 1/- each. The previous ISIN being INE379J01011 has been de-activated and the shares of the Company are being traded with the new ISIN with effect from 30th June, 2010.

CORPORATE GOVERNANCE

The Corporate Governance and Management Discussion and Analysis Reports form an integral part of this report and are set out as separate Annexures to this Report. The Certificate from Auditors of the Company, certifying compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement, is annexed to the Report on Corporate Governance.

DIRECTORS

Mr. Nitin Kumar Didwania retires by rotation at the ensuing Annual General meeting and being eligible, offers himself for reappointment.

The Board has appointed Mr. Ratan Moondra and Justice S. S. Parkar, Retd. as Additional Directors on the Board with effect from 29th June, 2010 and 1st July, 2010 respectively. Mr. Ratan Moondra and Mr. S. S. Parkar hold office upto the date of the forthcoming Annual General Meeting (AGM) and are eligible for appointment. The Company has received requisite individual notices under section 257 of the Companies Act, 1956 proposing their candidature for the office of Director liable to retire by rotation.

Ms. Niti Didwania resigned from the Board of Directors with effect from 29th March, 2010. The Board places on record its appreciation for the invaluable guidance given by her during her tenure as a Director of the Company.

AUDITORS

The Auditors, M/s. Shabbir S. Bagasarawala,. Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. They have furnished a certificate to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224 (IB) of the Companies Act, 1956 and that they are not disqualified for reappointment under Section 226 of the said Act.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes the audited Consolidated Financial Statements for the financial year 2009-2010.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA), your Directors confirm that they had:-

i) followed the applicable accounting standards in the preparation of the annual accounts.

ii) selected such accounting policies and applied them consistently, made judgements 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 on 31st March 2010 and of the profit of the Company for the year ended 31st March 2010.

iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company, preventing, detecting fraud and other irregularities.

iv) prepared the annual accounts for the Financial year ended 31st March, 2010 on a going concern basis.

DEPOSITS

The Company has not invited nor accepted any Deposits from the public under the Companies (Acceptance of Deposits) Rules, 1975 read with Section 58A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

The Company has no such employee as would be covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO.

A Statement giving details of Conservation of Energy, Technology absorption and Foreign Exchange Earning and Outgo as per Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of this Report is annexed herewith.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for the support and co-operation received from the Government authorities, bankers, customers, employees, suppliers and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the dedicated efforts of the employees of the Company.

For and on Behalf of the Board of Directors

Sd/- PLACE: Mumbai (Nitin Kumar Didwania)

DATE: 7th July, 2010 CHAIRMAN

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