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Directors Report of Waterbase Ltd.

Mar 31, 2016

Directors'' Report

Dear Shareholders, The Directors have pleasure in presenting the 29th Annual Report together with the audited financial statements for the year ended 31st March, 2016.

Financial Highlights

Standalone (in J Cr.)

Total Revenue

FY16

FY15

319.98

279.50

Total Expenses

297.56

249.26

Profit before Exceptional and Extraordinary Items and Tax

22.42

30.24

Exceptional Items

3.46

-

Profit before Extraordinary Items and Tax

18.96

30.24

Extraordinary Item

17.46

-

Profit before Tax (PBT)

1.50

30.24

Income Tax

0.82

10.73

Profit after Tax (PAT)

0.68

19.51

EPS (in H)

0.18

5.06

Financial Statements

The Financial Statements have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). These financial statements comply in ail material respects with the Accounting Standards, notified under Section 133 of the Companies Act, 2013 ("the Act") read together with paragraph 7 of the Companies (Accounts) Rules 2014, to reflect the financial position and the results of operations of the Company. The financial statements of FY16 together with the Auditor''s report form a part of this Annual report.

Performance Overview

The Company reported revenues of Rs.319.98 Crores in FY16 compared to Rs.279.50 Crores last year, registering a growth of 14%. Revenue growth was achieved by steady growth in volumes of shrimp feed due to continued robust demand from farmers, stable realizations and a sustained contribution from shrimp processing.

Total expenditure for the year stood at Rs.297.56 Crores higher by 19% when compared with last year. The Company is debt free on a net basis. The Finance costs primarily comprise of bank charges and fees rather than interest expenses. These expenses, as a percentage of revenue, stood at 0.32% for FY16. During the year, the Company provided Rs.0.82 Crores for taxation as against Rs.10.73 Crores in the same period last year.

The Company made a strong start to the current year with increased volumes and improved profitability in the first half. However, the momentum during the first half could not be carried into rest of the year due to factors outside the control of the Company. Lower farm gate prices, outbreak of diseases like EHP (Enterocytozoon Hepatopenaei) and the unprecedented rainfall and resultant flooding in Andhra Pradesh dented the demand and prematurely ended the farming season. The floods resulted in washing away of shrimp farms in the area and resulted in shutdown of the Company''s plant from 19th November, 2015 till it resumed operations on 27th January, 2016. The Company made a claim of Rs.19.08 Crores with the insurer which includes a claim of Rs.17.46 Crores towards stock damage. The impact of this on the Company''s performance is shown under "Extraordinary items". The Company expects the insurance claim to be settled in the first half of the forthcoming financial year.

Further, during the year, the Company took steps to settle the long standing dispute with Canara Bank and agreed for a One Time Settlement (OTS) of all dues. In line with the OTS terms, the Company fully settled all dues to Canara Bank for a total sum of Rs.7.80 Crores. The impact of the OTS is reflected under the head "Exceptional Items" in FY16. Together, these led to the Profit after Tax reduce by 97% which stood at Rs.0.68 Crores when compared to last year PAT of Rs.19.51 Crores. The earnings per share (EPS) for the year stood at H0.18 compared to H5.06 in the previous year. This year was an aberration and with several initiatives underway the Company is confident of resuming the overall growth momentum. The expansion of the Company''s distribution network has progressed well during the year. The Company''s entry into new markets like Gujarat and West Bengal has met with favourable response. Further details on this are provided elsewhere in this report.

Dividend and Appropriations

The Company has not declared any interim dividend during the year under review and is not proposing to declare any final dividend. Further the Company has not transferred any amount to reserves during the year.

Update on Scheme of Amalgamation

At the meeting held on 21st May, 2015, the Board of Directors of both Pinnae Feeds Limited (PFL) and the Company had sanctioned the amalgamation of PFL with the Company. The Company''s Audit Committee and the Board of Directors, at their respective meetings held on 26th August, 2015 had approved the Draft Scheme of Amalgamation of PFL with the Company and the respective Shareholders and Creditors ("Scheme").

The draft Scheme was submitted with the Stock Exchange and the Securities and Exchange Board of India (SEBI) and their observation letter specifying the no-objection was obtained on 4th January, 2016. Thereafter, the Scheme was filed with Hon''ble High Court of Judicature at Hyderabad ("the Court"). The Court, by its order dated 26th April, 2016, had convened the meeting of Shareholders and Secured Creditors of the Company on 8th June, 2016 at the Registered Office. Both the meetings were held on the said date and the Scheme was approved by requisite majority of Shareholders and Secured Creditors.

In addition to the Court Convened Meeting, the Company, in accordance with SEBI Circular No. CIR/CFD/CMD/16/2015 dated 30th November, 2015, approached the non-promoter equity shareholders, through Postal Ballot, for their approval of the Scheme as the scheme involves issuance of equity shares to Karam Chand Thapar Bros (Coal Sales) Limited (KCT) which is a Promoter Company. The result of the Postal Ballot was declared on 11th June, 2016 and the non-promoter equity shareholders had approved the Scheme with requisite majority.

The Scheme, if sanctioned by the Court, will take effect from 1st August, 2015 which is the Appointed date. Upon the Scheme becoming effective, in consideration of the transfer of and vesting of the assets and liabilities of PFL with the Company, the Company shall issue and allot, to the shareholder(s) of PFL, 4 fully paid up Equity Shares of H10/-(Rupees Ten only) each for every 17 fully paid up Equity Shares of H10/- (Rupees Ten Only) each held by the shareholder(s) of PFL. At present, PFL is a Company 100% owned by KCT and is manufacturing shrimp feed for the Company at the state- of- the art plant situated at Bogole Village, Nellore. The share capital of PFL, as of the Appointed date was 1,20,00,000 equity shares of H10 each and correspondingly, the Company proposes to issue 28,23,530 equity shares of H10 each to KCT. The feed manufacturing capacity of PFL is 75,000 Metric Tonnes Per Annum (MTPA) and pursuant to the amalgamation the Company''s feed manufacturing capacity is expected to increase from 35,000 MTPA to 1,10,000 MTPA.

Apart from increase in capacity, the amalgamation is expected to lead to reduction in overheads, administrative, managerial and other expenditure, operational rationalization, sharing of technology, organizational efficiency and optimal utilization of various resources. It could also enable better and efficient management, control and running of the businesses, cost competitiveness, create synergies and capitalize on the growth opportunities to the fullest extent.

Acquisition of Majority Stake by Karam Chand Thapar Bros (Coal Sales) Limited

The Promoter Company, Karam Chand Thapar & Bros (Coal Sales) Limited (KCT) had acquired 19,10,500 shares of the company as per the following schedule:

Date of acquisition

Number of shares acquired

Post-acquisition holding in number of shares

Post acquisition holding in %

28th March, 2016

4,94,000

1,85,04,541

47.94%

30th March, 2016

2,96,500

1,88,01,041

48.70%

31st March, 2016

11,20,000

1,99,21,041

51.60%

The details of the above acquisition were not reflected in the Shareholding of KCT as on 31st March, 2016 as the shares were in the process of getting transferred/ registered in the name of KCT. The details of shares acquired were extracted from the disclosure to the Company made by KCT under SEBI (Prohibition of Insider Trading) Regulations, 2015. The transfer formalities for the shares acquired by KCT in physical mode was completed in the month of June, 2016 and, as on the date of this report, the said shares are in the process of being dematerialized. Further, post 31st March, 2016, KCT had acquired 13,59,448 shares on various dates thereby taking the overall shareholding of KCT in the Company to 55.13%.

Update on Diversification Initiatives

At the Board meeting held on 21st May, 2015, approval was granted for setting up of Hatcheries which will ensure availability of quality seeds to farmers thereby elevating the sustainability of the industry. However, the progress of Hatchery project was hampered due to various reasons beyond the control of the Company. The commissioning of Hatchery is now expected to be completed by Q4 of the current year i.e. 2016-17. The project envisages the setting up of the first hatchery with a capacity of 5 billion seeds in two phases.

During the year, the Company revived export of processed shrimps. Export orders were undertaken for major shrimp consuming regions of US and Europe, shipping over 200 tonnes of processed shrimp to these geographies. This momentum is expected to strengthen in phased manner during FY17.

Beyond FY16, at the Board meeting held on 12th August, 2016, approval was granted to market farm care range of products under the brand name of ''BayLife'', which include probiotics, animal healthcare products, ammonia binders etc. This line of business is expected to commence in the Q3 of FY17.

Directors and Key Managerial Personnel

During the year, Mr. Rahul Kapur was appointed as an additional director on the Board at the Meeting held on 29th October, 2015. Mr. Adarsh Saran, who was a Non-executive Director, resigned from Directorship with effect from the said date. The Company is in receipt of a notice in writing from Mr. Rahul Kapur, proposing his candidature for the office of Director whose tenure is liable to be determined by way of rotation. The same is to be considered by the Shareholders at the forthcoming Annual General Meeting and a suitable item has been included in the Notice convening the 29th Annual General Meeting which is enclosed as part of this report. Further details and the profile of Mr. Rahul Kapur is also provided as part of the Notice and the Explanatory Statement to the Notice.

Apart from the above, there was no change in the Directors and Key Managerial Personnel of the Company.

Board Evaluation and Familiarization

The Company''s Board has established a formal annual evaluation framework for measuring the performance of itself, the individual Directors and the Board level Committees. The evaluation framework envisages a three stage evaluation process wherein the Independent Directors, Nomination and Remuneration Committee and the Board are involved. During FY16, the annual evaluation process was kick started at the meeting of Independent Directors held on 5th February, 2016. Thereafter, the Nomination and Remuneration Committee and the Board completed the annual evaluation process at their respective meetings held on 24th May, 2016.

The evaluation criteria for the Directors include parameters such as Strategic and functional contribution, ethics, values etc. Similarly, for the Board as a whole, parameters such as Strategic decision making, Risk Management, Governance etc were considered. The Committees of the Board were evaluated on the basis of their performance as against their terms of reference.

Further details on the said evaluation have been enumerated in the Corporate Governance Report, which is annexed to and forms part of this Report.

The Company takes all steps necessary to keep the Directors apprised of key developments in the business and Industry and to familiarize them for enabling their contribution and good governance. Since the Independent Directors are the critical link in any successful Corporate Governance program, a detailed Appointment Letter incorporating the roles, duties and expectations, remuneration, insurance cover, code of conduct, etc., is issued for the acceptance of the Independent Directors. Presentations made to analysts and any Corporate Presentations are circulated to themon periodical basis. Annual Reports, product information brochures etc are also given for their reference. Further, as part of the Board/ Committee Meetings, the Independent Directors are briefed about the developments impacting the Industry, various strategic initiatives of the Company, update on operations etc. Senior Executives regularly make presentations by audio visual means to the Board. The broad overview of the Company''s approach to familiarization of Directors is available at the link http://www.waterbaseindia. com/pdf/Independent_Directors_Familiarisation_ Programme.pdf.

Meetings of The Board

T he meetings of the Board are scheduled at regular intervals to decide and discuss on business performance, policies, strategies and other matters of significance. The Board of Directors of the Company met five times during the financial year on 21st May 2015, 12th August 2015, 26th August 2015, 29th October 2015 and 05th February 2016. Further details of Board and Committee Meetings are provided in the Corporate Governance Report, which is annexed to and forms part of this Report.

Policy on Directors'' Appointment and Remuneration

As on 31st March, 2016, the Board consists of 8 (eight) members, of which 4 (four) are Independent non-executive directors, 3 (three) are non-executive Directors belonging to Promoter/ Promoter Group and 1 (one) non-executive director. The policy of the Company on Director''s appointment and remuneration, including criteria for determining qualifications, independence and other matters as provided under subsection (3) of Section 178 of the Companies Act, 2013 and the details of employees as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to and forms part of this Report.

Corporate Social Responsibility

The Company believes that its ultimate objective is to benefit communities through initiatives, which contribute to nation-building. The Company''s leadership takes active responsibility in various community engagement initiatives. The Company follows a system of Triple Bottom Line accountability to measure its performance and its impact on inclusive and equitable growth of the marginalized sections of society.

During the year, in line with Rule 4 (1) of the Companies (Corporate Social Responsibility) Rules, 2014 the Board approved the undertaking of CSR activities through a registered Trust established by the KCT Group under the name and style of ''KCT Group Trust''. The Objects of the Trust are in line with the CSR requirements as specified in Schedule VII of the Companies Act, 2013. With the enhanced resources arising out of pooling of group funds, it can be expected that much exciting and beneficial CSR programs can be launched in FY17 through the KCT Trust. Contributions to the said Trust can begin from FY17 as Trust registration related formalities were completed subsequent to 31st March, 2016. As such, for the year 2015-16, the Company had contributed directly to CSR initiatives as recommended by the CSR Committee of the Board. Further, in order to broaden the geographical reach of the Company''s CSR contribution and to enable contributing to the said Trust the Board of had approved the undertaking of CSR activities in any place within India rather than restricting itself to the place of its operations. Though preference shall be given to CSR projects in the locality of Company''s operations, enhanced reach is expected to support programmes that make wider societal impact.

The CSR Committee of the Board monitors and oversees various CSR initiatives and activities. The Board has also adopted a policy on CSR which lays down the parameters to deepen the societal impact significantly. The CSR policy of the Company can be accessed at http://www. waterbaseindia.com/pdf/code_of_conduct/Corporate_ Social_Responsibility_Policy.pdf. A detailed report regarding Corporate Social Responsibility is annexed to and forms part of this report.

Energy, Technology Absorption and Foreign Exchange

Information required under Section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is annexed to and forms part of this report.

Extract of Annual Return

In accordance with section 134(3) (a) of the Act, the extract of the Annual Return in Form MGT-9 is attached to and forms part of this report.

Related Party Transactions

The Company has formulated a Policy on Related Party Transaction (RPT) which is available on Company''s website http://www.waterbaseindia.com/pdf/code_of_conduct/ Related_Party_Transaction_Policy.pdf .

All RPTs, are done on an arm''s length basis and in the ordinary course of business. The Company presents a detailed summary of all RPTs to the Audit Committee, specifying the nature, value and terms and conditions of the transaction. The Audit Committee also grants omnibus approval for certain contracts and arrangements with Related Parties as per the provisions contained in the Companies Act, 2013 and Listing Agreement/ SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of all Related Party Transactions were placed before the Audit Committee for consideration on a quarterly basis. Details of transactions with PFL were submitted with the Stock Exchange on Quarterly basis along with the Quarterly report on Compliance with Corporate Governance.

Further, the details of the contract and arrangements with related parties as required under Section 13(3) (h) read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in form AOC-2 which is annexed to and forms part of this report.

Corporate Governance

The Company strives to maintain high standards of Corporate Governance in all interactions with stakeholders. The Company has conformed to the Corporate Governance code as stipulated under the Listing Agreement/ SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on Corporate Governance containing the details as required to be provided under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with a certificate from the Secretarial Auditor of the Company is annexed to and forms part of this report.

Loans, Guarantees Or Investments

The details of changes in the Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements which are annexed to and forms part of this report.

Directors Responsibility Statement

Pursuant to Section 134 of the Act, the Directors affirm the following:

a) The Financial Statements have been prepared in conformity with the applicable accounting standards and requirements of the Companies Act, 2013 ("the Act") to the extent applicable to the Company; on the historical cost convention; as a going concern and on the accrual basis. There are no material departures in the adoption of the Applicable Accounting Standard;

b) The Board of Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) The Board of 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 Board of Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

Management''s Discussion and Analysis

Management''s Discussion and Analysis report as required under Listing Agreement/ SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is disclosed separately in the Annual Report.

Prevention of Sexual Harassment Policy

The Company''s policy on prevention of sexual harassment of women provides for the protection of women employees at the workplace and for prevention and redressal of such complaints. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no complaints pending for redressal at the beginning and at the end of FY16.

Whistle Blower Policy/ Vigil Mechanism

The Company has implemented a Whistle Blower Policy, whereby employees can report matters such as abuse of authority, misconduct, fraud, misappropriation of assets, non-compliance to code of conduct etc to the Audit Committee. In order to ensure that the Policy is adhered to, and to assure that the concern will be acted upon seriously, the Company has committed itself to the following:

1. Ensure that the Whistle Blower and/or the person processing the Disclosure is not victimized for doing so;

2. Treat victimization as a serious matter including initiating disciplinary action on such person/(s);

3. Ensure complete confidentiality;

4. Not attempt to conceal evidence of the Disclosure;

5. Take disciplinary action, if any one destroys or conceals evidence of the Disclosure made/to be made;

6. Provide an opportunity of being heard to the persons involved, especially to the person against or in relation to whom a Disclosure is made or evidence gathered during the course of an investigation

The policy lays down the detailed mechanism for reviewing the Complaints, spells out the remedial mechanism, assures the confidentiality and protection of whistleblowers from victimization. The policy provides for confidential and anonymous reporting to the Chairman of Audit Committee wherever required. The policy also discourages frivolous and vexatious complaints by suitably incorporating penal provisions for such complaints.

The details of the Whistle Blower Policy are available on the website of the Company at http://www.waterbaseindia. com/pdf/code_of_conduct/Whistle_Blower_Policy.pdf.

Deposits

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Auditors Statutory Audit

The current Statutory Auditor, M/s Mitra Kundu & Basu, Chartered Accountants were appointed, at the Annual General Meeting held on 29th September, 2014, for a period of three years, to hold office till the conclusion of the 30th Annual General Meeting i.e. AGM for FY17. As per the provisions of the Companies Act, 2013 the appointment of Statutory Auditor shall be ratified by the Shareholders at every Annual General Meeting till the expiry of the tenure for which he was appointed. The Audit Committee had considered the ratification of appointment of the Statutory Auditor for FY17 which was approved by the Board. A suitable resolution proposing the ratification of appointment by the Shareholders is included in the Notice convening the forthcoming Annual General Meeting for consideration and approval of Shareholders.

Further, the report of the Statutory Auditors for FY16 is given along with the Financial Statements which is annexed to and forms part of this report.

Secretarial Audit

The Company''s Board, at the meeting held on 12th August, 2015, had appointed Dr B Ravi as the Secretarial Auditor under Section 204 of the Companies Act, 2013 to conduct the Secretarial Audit for FY16. However, Dr B Ravi had tendered his resignation as Secretarial Auditor on 2nd May, 2016 due to his other commitments. The Company''s Board, at the meeting held on 24th May, 2016, accepted the Resignation with due appreciation for the services rendered by the outgoing Secretarial Auditor during his tenure. Subsequently, at the same meeting, the Board had appointed M/s. ARUB & Associates - Practicing Company Secretaries, Chennai for conducting the Secretarial Audit of the Company for FY16. The report of the Secretarial Auditor is annexed to and forms part of this report.

The Secretarial Auditor had remarked about the receipt of Show cause notice during the year under review from Ministry of Corporate Affairs for non-filing of Cost Audit Report for the year 2013-14 under Section 233B of the Companies Act, 1956 and that based on the information and explanations given by the Company and its officers, the Company is taking effective steps to ensure compliance. In this regard, the Board would like to clarify that the Cost Audit requirement was applicable to the Company for two financial years i.e. 2012-13 and 2013-14. Thereafter, the requirement of Cost Audit was not applicable. The Company had filed the Cost Audit report for the financial year 2012-13 as per the requirement of Law. However, for the financial year 2013-14, there has been a delay in meeting the statutory requirements due to resignation and resulting change of Cost Auditor as also significant Organizational changes. The Company had already taken all necessary steps to comply with the requirement of submitting the Cost Audit report for the year 2013-14.

Risk Management

In line with the Risk Management Plan adopted by the Company in FY15, during the year, the Company carried out a detailed Risk assessment exercise and implemented the Enterprise Risk Management (ERM) policy and framework. This policy is applicable for all strategic, high level operational, financial reporting, compliance and enterprise wide risks that have a high impact on the Company. The ERM framework is a continuous cycle beginning with risk identification and followed sequentially by risk assessment, risk evaluation and risk response. The framework also lays down the process for risk monitoring, review, reporting, control and managing materialized risks to support the entire ERM process across the Company. The ERM framework aims to realize the following benefits:

1. Link growth, risk and returns - Risk management enhances the capacity to identify events and assess risks and set risk tolerances consistent with growth and return objectives;

2. Rationalize resources - Deploy resources more effectively, thereby reducing overall capital requirements and improving capital allocations;

3. Exploit opportunities - Identify and take advantage of opportunities and events quickly and efficiently;

4. Reduce operational surprises and losses - Recognize potential adverse events, assess risks and establish responses, thereby reducing surprises and related costs or losses;

5. Report with greater confidence - Prepare internal and external information that is reliable, timely and relevant; and

6. Satisfy legal and regulatory requirements - Ensure compliance with legal and regulatory requirements and identify risks of non-compliance.

Towards inculcating a strong Risk Management culture, the Company had constituted an Executive Committee on Risk Management comprising of Senior executives to periodically review the risk profile and to fine tune the Risk Management initiatives. This Executive Committee on Risk Management Committee reports to the Audit Committee. Further, the Company had developed a comprehensive Risk Action Plan to mitigate key identified Risks such as:

a. Business continuity risk arising out of natural calamities, diseases & environmental reasons;

b. Reduction of revenue / market share, global threats and threats arising out of increased competition;

c. Compliance with all Acts, Rules, Regulations, Guidelines etc as relevant and applicable to the Company;

d. Volatility of raw material costs and their availability;

e. Availability of qualified and trained personnel;

f. Significant credit exposure;

To address the key risk of Non-compliance with regulatory requirements, the Company had also developed a Compliance Manual and checklist detailing all the Compliances that are to be ensured and periodically reviews the status of Compliance.

To add to it, a strong and independent Internal Audit function carries out risk focused audits across the Company and enables identification of areas where the processes may need to be improved to mitigate the risks.

Internal Financial Control Framework

The Company''s Internal Financial Controls encompass policies and procedures adopted by the Board for ensuring the orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information. Appropriate review and control mechanisms are built in place to ensure that such control systems are adequate and are operating effectively.

The systems/frameworks include proper delegation of authority, operating philosophies, policies and procedures, effective IT systems aligned to business requirements, an Internal Audit framework, a comprehensive Code of Conduct & Business Ethics framework, a Risk Management framework and adequate segregation of duties to ensure an acceptable level of risk. Documented Standard Operating Procedures are in place for all business processes. Key controls are tested to assure that these are operating effectively. Besides, the Company has also implemented SAP ERP for all its processes to strengthen the internal control and segregation of duties/access.

Significant And Material Orders Passed By The Regulators

There are no significant material orders passed by the regulators or courts or tribunals which would impact the going concern status of the company and its future operations.

Acknowledgement

The Board greatly appreciates the commitment and dedication of its employees across all levels, the collaborative sprit, unrelenting dedication and expert thinking which has led to the growth and success of the Company. We would like to thank all our customers, investors, bankers, business partners, vendors and other business associates for their continued support and encouragement during the year.

We also thank the Government of India, Government of Andhra Pradesh, Ministry of Commerce and Industry, Ministry of Finance, Customs and Excise Departments, Income Tax Department, and all other government agencies for their support during the year and look forward to the same in the future.

For and on behalf of the Board of Directors

Delhi, 12th August 2016 Varun Aditya Thapar Lt. Gen. Deepak Summanwar

Director Director


Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting the 28th Annual Report together with the Audited Financial Statements of the company for the year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS FY15 FY14

Total Revenue 279.50 229.59

Total Expenses 249.26 209.14

Profit Before Tax and Exceptional Items 30.24 20.45

Exceptional Items - 0.01

Profi t Before Tax (PBT) 30.24 20.44

Income Tax 10.73 6.87

Profi t After Tax (PAT) 19.51 13.57

EPS (in Rs) 5.06 4.37

FINANCIAL STATEMENTS

The Financial Statements have been prepared in accordance with Accounting Standards notified under section 133 of the Companies Act, 2013 read together with paragraph 7 of the Companies (Accounts) Rules 2014, to reflect the financial position and the results of operations of the Company. The Financial Statements together with the Auditor's report is annexed and forms part of this report.

PERFORMANCE OVERVIEW

FY15 has been an exciting year for the Company as it achieved the highest ever Revenues and Profitability in its history. Additionally, there has been significant progress on strategic initiatives and rollout of business expansion plans. Your Company reported revenues of Rs. 279.50 crore in FY15 compared to Rs. 229.59 crore last year, registering growth of 22%. Revenue growth was achieved by steady growth in volumes of shrimp feed due to continued robust demand from farmers and stable realizations as well as sustained contribution from shrimp processing.

While there was some firming up in the price of agri-based raw materials, the Company was able to mitigate the impact through proactive sourcing and efficient production which helped to contain the rise in expenditure in line with revenue growth thereby preserving margins.

During the year the Company provided Rs. 10.73 crore for taxation as against Rs. 6.87 crore for last year. Profi t after Tax for the year was Rs. 19.51 crore compared to Rs. 13.57 crore in FY14, registering a year-on-year increase of 44%. This was the highest ever PAT reported by the Company in its history. The earnings per share (EPS) for the year stood at Rs. 5.06, an increase of 16% compared to Rs. 4.37 in the previous year.

DIVIDEND AND APPROPRIATIONS

Based on the Company's fi nancial performance and considering the profitability and cash flow, the Board had declared an interim dividend of 10% (Rs. 1 per equity share) during FY15 at the meeting held on 31st July, 2014. This was subsequently paid to all the eligible shareholders. Further, the Board has recommended a final dividend of 5% (i.e. 50 Paisa per equity share) at the meeting held on 21st May 2015. The same is payable on obtaining the Shareholders' approval in the ensuing Twenty Eighth Annual General Meeting. This would entail a total outflow of Rs. 6.83 Crore on account of dividend including dividend tax for FY15.

Further, Rs. 0.37 Crore was transferred to reserves during FY15.

MATERIAL CHANGES AND COMMITMENTS

At present, Pinnae Feeds Limited (PFL), which is a wholly owned Subsidiary of Karam Chand Thapar & Bros. (Coal Sales) Limited (Promoter of the Company) is manufacturing feed for your Company at their state-of-the-art plant located near Nellore, Andhra Pradesh. Their feed manufacturing capacity is 75,000 MTPA. At the meeting held on 21st May, 2015, the Board of Directors of both PFL and the Company had in-principally sanctioned the amalgamation of PFL with the Company. Pursuant to this, on consummation of the amalgamation, the feed manufacturing capacity is expected to increase from 35,000 MTPA to 1,10,000 MTPA.

Apart from the increase in capacity, this amalgamation is expected to lead to higher efficiencies due to economies of scale, enable better negotiation in sourcing of raw material and improve the availability of the Company's Products in the domestic market. The Company will also leverage the increased capacity to enhance its presence in high growth markets.

DIVERSIFICATION

The Company is undertaking steps to diversify its revenue streams and is implementing initiatives to drive sustained growth. In the meeting held on 21st May, 2015, the Board has approved setting up of Hatcheries which will ensure availability of quality seeds to farmers and elevate the sustainability of the industry. The first unit is expected to be commissioned in the current financial year. Your Company is also planning to revive export of processed shrimps in the ensuing financial year in a phased manner.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The members at their Meeting held on 29th September, 2014, had appointed Mr. Anil Kumar Bhandari, Lt. Gen. Deepak Summanwar (Retd.), Mr. Nakul Kamani and Mr. Ranjit Mehta as Independent Directors of the Company for a term of 5 years i.e. up to 31st March, 2019. The Company has received declarations from all the above Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Act and Clause 49 of the Listing Agreement.

Mrs. Jyoti Thapar retires at the forthcoming AGM and has offered herself for re-appointment. Necessary resolution for re-appointment of Mrs. Jyoti Thapar has been included in the Notice convening the ensuing Annual General Meeting and details of the proposal for re-appointment are mentioned in the Explanatory Statement to the Notice.

Pursuant to the provisions of Section 203 of the Act read with the rules made thereunder, the following employees were/are designated as whole-time key managerial personnel of the Company:

1. Mr. Ashok Nanjapa - Chief Executive Officer - Till 31st July, 2014

2. Mr. Ramakanth V Akula - Chief Executive Officer - With effect from 1st August, 2014

3. Mr. S.Giridhari, Chief Financial Officer

4. Ms. Suguna Krishnamurthy, Company Secretary - Till 30th September, 2014

5. Mr. G.Venkatram, Company Secretary - With effect from 17th February, 2015

BOARD EVALUATION AND FAMILIARIZATION

The Company believes that stakeholder value is created through strong Board Governance which requires a robust evaluation mechanism. In line with this, the Board has established a formal annual evaluation framework for measuring the performance of itself, the Directors and Board Committees. The evaluation framework envisages a three stage evaluation process wherein the Independent Directors, Nomination and Remuneration Committee and the Board are involved. During FY15, the annual evaluation process was kick started at the meeting of Independent Directors held on 21st February, 2015. Thereafter, the Nomination and Remuneration Committee and the Board completed the annual evaluation process at the meeting held on 21st May, 2015.

The evaluation criteria for the Directors include parameters such as Strategic and functional contribution, ethics, values etc. Similarly, for the Board as a whole, parameters such as Strategic decision making, Risk Management, Governance etc were considered. The Committees of the Board were evaluated on the basis of their performance as against their terms of reference.

Further details on the said evaluation have been enumerated in the Corporate Governance Report, which is annexed to and forms part of this Report. The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry.

MEETINGS OF THE BOARD

The meetings of the Board are scheduled at regular intervals to decide and discuss business performance, policies, strategies and other matters of significance. The Board of Directors of the Company met four times during the financial year. The details of various Board Meetings are provided in the Corporate Governance Report.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Board consists of 8 (eight) members, of which 4 (four) are independent and non-executive. The remaining 4 (four) members are non-executive Promoter Directors. The policy of the Company on Director's appointment and remuneration, including criteria for determining qualifications, independence and other matters as provided under subsection (3) of Section 178 of the Companies Act, 2013 and the details of employees as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure A, which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

Since inception, the Company had cultivated a value system that business enterprises are economic organs of society and thrive on societal resources; hence it is the moral obligation and duty of an enterprise to reward the society. Long before the advent of CSR on the Indian Corporate scene, the Company has been contributing immensely for the cause of Education, Sports and Medicare in India, with an aim to benefit the disadvantaged/ underprivileged sections of society. The Company follows a system of Triple Bottom Line accountability to measure the Company's performance and its impact on inclusive and equitable growth of the marginalized sections of society.

In continuation of that approach and to meet the requirements of the Companies Act, 2013, the Board has formed a Corporate Social Responsibility Committee, which monitors and oversees various CSR initiatives and activities of the Company. The Board has also adopted a policy on CSR which lays down the parameters to deepen the social impact significantly. The CSR policy of the Company can be accessed at http://www.waterbaseindia.com/pdf/code_of_conduct/Corporate_Social_ Responsibility_Policy.pdf. A detailed report regarding Corporate Social Responsibility is given as Annexure B, which forms part of this report.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information required under Section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is given as Annexure C, which forms part of this report.

EXTRACT OF ANNUAL RETURN

In accordance with section 134(3) (a) of the Act, the extract of the Annual Return in Form MGT-9 is attached as Annexure D, which forms part of this report.

RELATED PARTY TRANSACTIONS

All contracts and arrangements with related parties entered prior to the commencement of the Companies Act, 2013 and the revised Clause 49 of the Listing Agreement was considered and ratified by the Audit Committee during FY15. All the contracts and arrangements with the related parties were on arm's length basis and in ordinary course of business. There were no materially significant contracts and arrangements with related parties which may have a potential conflict with the interest of the Company at large. To deal with Related Party Transactions in a transparent manner, the Board had approved the policy on dealing with Related Party Transactions the text of which could be accessed at http://www.waterbaseindia.com/pdf/code_of_conduct/Related_Party_ Transaction_ Policy.pdf.

The Audit Committee had granted omnibus approval for certain contracts and arrangements with Related Parties as per the provisions contained in the Listing Agreement and in line with the policy adopted for dealing with Related party Transactions. All transactions arising out of such approved contract and arrangements with Related Parties were placed before the Audit Committee for consideration on a quarterly basis.

During FY15, the Audit Committee had approved a contract for purchase of finished shrimp feed and reimbursement & deputation of manpower entered into with Pinnae Feeds Limited which is an entity wholly owned by Karam Chand Thapar & Bros. (Coal Sales) Limited (Promoter of the Company). As the value of transactions arising out of the contract with Pinnae Feeds Limited exceeded the threshold limit of materiality i.e. 10% of the turnover of the Company, in FY15, approval of the Shareholders is being sought in the forthcoming Annual General Meeting. Suitable resolution in this regard has been added in the notice convening the 28th Annual General Meeting. Further, the details of transactions with PFL were submitted with the Stock Exchanges on Quarterly basis along with the Quarterly report on Compliance with Corporate Governance requirements of the Stock Exchange.

The details of the contract with Pinnae Feeds Limited as required under Section 13(3) (h) read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in form AOC-2 as Annexure E, which forms part of this report.

CORPORATE GOVERNANCE

The Company strives to maintain high standards of Corporate Governance in all interactions with stakeholders.

The Company has conformed to the Corporate Governance code as stipulated under the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance containing the details as required to be provided under Clause 49 of the Listing Agreement along with a certificate from the Statutory Auditors is given as Annexure F which forms part of this report.

LOANS, GUARANTEES OR INVESTMENTS

The Company has no outstanding Inter-Corporate Guarantees. The details of changes in the Loans and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Directors affirm that:

a) The Financial Statements have been prepared in conformity with the applicable accounting standards and requirements of the Companies Act, 2013 to the extent applicable to the Company; on the historical cost convention as a going concern and on the accrual basis. There are no material departures in the adoption of the Applicable Accounting Standard;

b) The Board of 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 the end of the financial year and of the profit and loss of the company for that period;

c) The Board of 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 Board of Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

MANAGEMENT'S DISCUSSION AND ANALYSIS

Management's discussion and Analysis report as required under Clause 49 (VII) (D) (I) of the Listing Agreement is disclosed separately in the Annual Report.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company's policy on prevention of sexual harassment of women provides for the protection of women employees at the workplace and for prevention and redressal of such complaints. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no complaints pending for redressal at the beginning and at the end of FY15.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has implemented a Whistle Blower Policy, whereby employees can report matters such as corruption, misconduct, fraud, misappropriation of assets, non-compliance to code of conduct etc. to the Audit

Committee. The policy provides for confidential and anonymous reporting to the Audit Committee and adequate safeguards to the reporting party against retaliation. The policy also provides direct access to the Chairman of the Audit Committee.

The details of the Whistle Blower Policy are available on the website of the Company at http://www.waterbaseindia. com/pdf/code_of_conduct/Whistle_Blower_Policy.pdf. Further details of the Whistle Blower Policy is given as part of the Corporate Governance Report.

FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

AUDITORS

Statutory Audit

At the Annual General Meeting held on 29th September, 2014, M/s Mitra Kundu & Basu, Chartered Accountants were appointed as Statutory Auditors, for a period of three years, to hold office till the conclusion of the 30th Annual General Meeting i.e. AGM for FY17. As per the provisions of the Act, the appointment of Statutory Auditors shall be ratified by the Shareholders at every Annual General Meeting till the expiry of the tenure for which he was appointed. The Audit Committee had considered the ratification of appointment of the Statutory Auditors for FY16 which was approved by the Board. A suitable resolution proposing the ratification of appointment by the Shareholders is included in the Notice convening the forthcoming Annual General Meeting for consideration and approval.

Further, the report of the Statutory Auditors for FY15 is given along with the Financial Statements which forms part of this report.

Secretarial Audit

The Board had appointed Mr. B. Ravi, Practising Company Secretary for conducting Secretarial Audit of the Company for FY15 as required by Section 204 of the Act. The report of the Secretarial Auditor is given as Annexure G, which forms part of this report.

The Secretarial Audit report contains a qualification regarding non-submission of Annual Return on Foreign Liabilities and Assets for FY14 under the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000 read with the relevant Master Circulars issued by the Reserve Bank of India in this regard. The Board would like to clarify that the Company had received investments from certain foreign entities under the then extant Foreign Exchange Regulation Act (FERA) and the rules/regulations laid down thereunder. The same was subject to approval of the Reserve Bank of India. However, these entities were later classified as Overseas Corporate Bodies (OCBs) which are now not recognized for investment in India. These OCBs continue to hold shares in the Company. All other foreign holdings in the Company were not under the Foreign Direct Investment route. Hence, the Board would approach the Reserve Bank of India to ascertain the requirement to file the return under the Foreign Exchange Management Regulations and would take steps to file the return, if required.

RISK MANAGEMENT / INTERNAL CONTROLS

The Company has adopted a Risk Management Plan for implementation of Enterprise Risk Management (ERM) framework. As per the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board shall establish a Risk Management Plan/ Policy and the Audit Committee shall evaluate the Risk Management systems periodically.

In line with this requirement, the Board is responsible for initiating and instituting the ERM framework and setting the requisite tone at the top for implementation of the ERM framework. Further, the Board shall be responsible for overseeing measures for managing risk. The Plan also envisages a key role for the Audit Committee which shall periodically (at least annually) review the adequacy of Risk Management Systems, recommend improvements if needed, discuss with external consultants, Internal Auditors to test the adequacy and effectiveness of the Risk Management System.

A strong and independent Internal Audit function carries out risk focused audits across the Company and enables identification of areas where risk management processes may need to be improved.

The Company's Internal Financial Controls encompass policies and procedures adopted by the Board for ensuring the orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information. Appropriate review and control mechanisms are built in place to ensure that such control systems are adequate and are operating effectively.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant material orders passed by the regulators or courts or tribunals which would impact the going concern status of the company and its future operations.

ACKNOWLEDGEMENT

The Board greatly appreciates the commitment and dedication of its employees across all levels, the collaborative sprit, unrelenting dedication and expert thinking which has led to the growth and success of the Company. We would like to thank all our clients, vendors, investors, bankers and other business associates for their continued support and encouragement during the year.

We also thank the Government of India, Governments of Andhra Pradesh, Ministry of Commerce and Industry, Ministry of Finance, Customs and Excise Departments, Income Tax Department, and all other government agencies for their support during the year and look forward to the same in the future.

For and on behalf of the Board of Directors

Chennai, 12th August, 2015 Vikramaditya Mohan Thapar

Chairman


Mar 31, 2014

Dear members,

Rs. Lacs Particulars Current Year Previous Year

Gross Sales/Services 22820.86 15702.09

Profit before Interest, Depreciation, 2511.91 1274.35

Tax and Exceptional item

OPERATIONS

During the year under review, the gross revenue from sales and services of the company has increased to Rs. 22820.86 lacs as against Rs. 15702.09 lacs for the corresponding period in the previous year, registering an impressive growth of 45%.

The profit before tax was Rs. 2043.56 lacs as against Rs. 758.49 lacs in the previous year.

The industry continues to do well as the area under Vannamei shrimp farming continues to increase.

With increased internal demand and lucrative prices for shrimps, the farmers have been able to get good prices for their produce.

RIGHTS ISSUE

The Company''s rights issue as approved by the shareholders and SEBI for Rs. 12.86 crores consisting of 1,28,67,750 Equity shares at face value of Rs. 10/- each for cash made on the basis of 1 share for every 2 equity share held as on the record date of September 12, 2013 was completed in October 2013. The issue was subscribed at106.86%.

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

Information pursuant to Section 217 (1) (e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure - A of the Report.

PARTICULARS OF EMPLOYEES

During the year under review, no employee of the company was in receipt of remuneration requiring disclosure under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

In accordance with the requirements of the Companies Act 2013 and the Articles of Association of the company, Mr. Vikram M. Thapar retires by rotation and being eligible offers himself for reappointment.

Mr. Varun Aditya Thapar who was appointed as Additional Director on February 5, 2014 pursuant to Section 260 of the Companies Act, 1956 and the Articles of Association of the Company holds office upto the forthcoming AGM. The Company has received a notice in writing from a member along with required deposit proposing Mr. Varun Aditya Thapar as Director retiring by rotation.

Ms. Ayesha Thapar resigned from the Board with effect from February 5, 2014 due to professional preoccupation. The Board places on record its appreciation for the valuable contribution of Ms. Ayesha Thapar during her tenure as Director ofthe Company.

As per the provisions of Companies Act, 2013, Independent Directors are required to be appointed for a term of maximum of 5 (five) consequent years and Independent Directors shall not be liable to retire by rotation. Accordingly, Mr. Anil Kumar Bhandari, Lt. Gen. Deepak Summanwar (Retd.), Mr. Nakul Kamani and Mr. Ranjit Mehta are proposed to be appointed as Independent Directors to hold office for a term of five consecutive years upto 31st March 2019.

The Company has received requisite notices in writing from members proposing them for appointment as Independent Directors.

The Company has received declarations from all the independent Directors confirming that they meet with the criteria of independence as prescribed under section 146(6) of the Companies Act, 2013.

Mr. Ramakanth V. Akula has been appointed by the Board of Directors as Chief Executive Officer effective from 1st August 2014.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2 AA) of the Companies Act, 1956 with respect to Director''s Responsibility Statement, it is hereby confirmed that :

(1) In the preparation of the Annual Accounts for the financial year ended March 31, 2014 the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

(2) The Directors have 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 the affairs of the Company as at the end of the financial year and of the profit of the company for the year under review.

(3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

(4) The Directors have prepared the Annual Accounts on a "going concern basis".

CORPORATE GOVERNANCE

The Company has over the years been committed to good governance practices. A separate report on Corporate Governance together with Auditors certificate regarding compliance of conditions of corporate governance under Clause 49 ofthe listing agreement, forms part ofthe Annual report.

AUDITORS

1) The Statutory Auditors M/s. Mitra Kundu & Basu, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

2) The Company has received their letter confirming that their re-appointment, if made, would be within the prescribed limits under section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for re- appointment.

COST AUDIT

Pursuant to Section 233 (B) (2) of the Companies Act 1956, the Board of Directors on the recommendation of the Audit Committee, appointed Mr. K. Suryanarayana, Practicing Cost Accountant as the Cost Auditor of the Company for the Financial Year ended 31st March, 2014.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and support extended by the Government Authorities and Banks.

Your Directors place on record their appreciation for the dedicated and sincere services rendered by the employees ofthe Company.

For and on behalf of the Board of Directors

New Delhi, July 31, 2014 Vikram M Thapar Chairman


Mar 31, 2013

The Directors have pleasure in presenting the twenty sixth Annual Report with the Audited Accounts for the financial year ended 31st March, 2013.

Rs.Millions

Particulars Current Year Previous Year

Gross Sales / Services 1570.21 1034.72

Profit before Interest Depreciation,

Tax and Exceptional Item 126.23 111.35

OPERATIONS

During the year under review the gross revenue from sales and services of the Company increased to Rs. 1570.21 million compared to Rs. 1034.72 million in the previous year, registering an impressive growth of 51.75 %.

The profit before tax expenses is at Rs. 75.85 million in the current year compared to Rs. 68.31 million in the previous year. The profit before interest depreciation, Tax and exceptional item in the current year is Rs. 126.23 million as against Rs. 111.35 million of the previous year.

The Company''s profitability was adversely affected due to steep increase in the prices of raw materials and increased cost of power due to excessive use of captive power.

The industry is in a turn around mode and the area under vannamei farming is rapidly increasing, resulting in increased demand for shrimp feed.

We forsee a steady growth in all the sectors of the industry.

RIGHTS ISSUE

SEBI has given its approval to the Rights Issue which was approved by the shareholders in the Annual General Meeting held on Friday, 2nd September, 2011 in the proportion of one equity share for every two shares held by the equity shareholders.

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

Information pursuant to section 217( 1 ) ( e ) of the Companies Act 1956 read with the Companies ( Disclosure of Particulars in the Report of Board of Directors ) Rules, 1988 is given in Annexure – A of the report.

PARTICULARS OF EMPLOYEES

During the year under review, no employee of the Company was in receipt of remuneration requiring disclosure under section 217 (2 A) of the Companies Act,1956, read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

Ms. Ayesha Thapar, Mr. Nakul Kamani and Mr. Ranjit Mehta, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 ( 2 AA ) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is here by confirmed that :

( 1 ) In the preparation of the Annual Accounts for the financial year ended March 31, 2013 the applicable accounting standards have been followed along with proper explanation relating to material departures.

( 2 ) The Directors have 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 the affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

( 3 ) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

( 4 ) The Directors have prepared the Annual Accounts on a "going concern basis".

CORPORATE GOVERNANCE

The Company has over the years been committed to good governance practices. A separate report on Corporate Governance together with auditors certificate regarding compliance of conditions of corporate governance under clause 49 of the listing agreement, forms part of the annual report.

AUDITORS

The Statutory Auditors M/s. Mitra Kundu & Basu, Chartered Accountants, retire and being eligible, offer themselves for re-appointment.

COST AUDIT

Pursuant to section 233(B)(2) of the Companies Act,1956,the Board of Directors have appointed J.P&Co., Cost Accountants as Cost Auditor of the Company for the Financial Year ended 31stMarch, 2013.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and support extended by the Government Authorities and Banks.

Your Directors express their appreciation for the dedicated and sincere service rendered by the employees of the Company. For and on behalf of the Board of Directors

Vikram M Thapar

New Delhi,

May 24, 2013

Chairman


Mar 31, 2012

The Directors have pleasure in presenting the Twenty Fifth Annual Report with the Audited Accounts for the financial year ended 31st March, 2012.

Rs. Lakhs

Particulars Current Year Previous Year

Gross Sales / Services 10347.19 4678.10 Profit before Interest Depreciation, Tax and Exceptional Item 1113.48 489.21

OPERATIONS

During the year under review the gross revenue from sales and services of the company increased to Rs. 10347.19 Lakhs compared to Rs. 4678.10 Lakhs in the previous year, registering an impressive growth of 121%.

The company recorded an after tax profit of Rs. 563.42 Lakhs in the current year compared to Rs. 68.77 Lakhs in the previous year.

The decision of the Government of India to allow farming of Vannamei shrimp species into India has resulted in a turnaround of the Industry.

The initial hesitance from the farmers to change to Vannamei farming has given way to more and more farmers switching over to Vannamei farming thus increasing the water spread area resulting in increased demand for Shrimp feed.

The International demand was also good over the last year and the rupee dollar movement also contributed to improved realization for Exports.

The above factors resulted in increased demand for Shrimp feed and this is reflected in the performance of the company.

The Director have taken note of the Auditor's Report and the Annexure to the Auditor's Report.

SHARE CAPITAL

As approved by the share holders in the last Annual General Meeting of the Company, a preferential allotment of 10,00,000 (Ten Lakh) equity shares of Rs. 10/- each was made to M/s. Towerbase Services Pvt. Ltd. in January 2012, by conversion of part of the loan advanced by them.

Regarding the Rights Issue of equity shares approved by share holders in the last Annual General Meeting, the Company is in the process of obtaining SEBI's approval for the Letter of Offer pertaining to the Rights issue.

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

Information pursuant to section 217 (1) ( e ) of the companies Act 1956 read with the Companies ( Disclosure of Particulars in the Report of Board of Directors ) Rules , 1988 is given in Annexure - A of the Report.

PARTICULARS OF EMPLOYEES

During the year under review, no employee of the company was in receipt of remuneration requiring disclosure under section 217 ( 2 A ) of the Companies Act,1956, read with the Companies ( Particulars of Employees ) Rules, 1975.

DIRECTORS

Mrs. Jyoti Thapar, Mr. Adarsh Saran and Lt. Gen. Deepak Summanwar, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 ( 2AA ) of the Companies Act, 1956 with respect to Director's Responsibility Statement, it is hereby confirmed that :

(1) In the preparation of the Annual Accounts for the financial year ended March, 31, 2012, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

(2) The Directors have 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 the affairs of the Company at the end of the financial year and of the profit of the company for the year under review.

(3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

(4) The Directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE

The Company has over the years been committed to good governance practices .A separate report on Corporate Governance together with Auditors certificate regarding compliance of conditions of corporate governance under clause 49 of the listing agreement forms part of the Annual Report.

Management discussion and analysis as prescribed by the listing agreement for the year under review also forms part of this Annual Report.

AUDITORS

The Auditors M/s Mitra Kundu & Basu, Chartered Accountants, retire and being eligible, offer themselves for re-appointment.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and support extended by the Government Authorities and Banks.

Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company.

For and on behalf of the Board of Directors

Vikram M Thapar

New Delhi July 25 2012 Chairman


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Twenty Fourth Annual Report with the Audited Accounts for the financial year ended 31st March, 2011.

Rs. Million

Particulars Current Year Previous Year

Gross Sales / Services 461.80 276.32

Profit before Interest 43.12 3.45 Depreciation, Tax and Exceptional Item

OPERATIONS

During the year under review the gross revenue from sales and services of the company increased to Rs. 461.80 million compared to Rs. 276.32 million in the previous year , registering an impressive growth of 67 %.

The Company made a profit of Rs. 6.87 million in the current year after Interest, Depreciation, Tax and exceptional item compared to a loss of Rs. 36.07 million in the previous year. The profit before Interest, Depreciation, Tax and exceptional item in the current year is Rs. 43.72 million as against a loss of Rs. 2.42 million of the previous year.

The government's initiative of approving farming of Vannamei Shrimp spices had a very positive impact on the Industry. More and more farmers are shifting over to Vannamei farming.

With this changed scenario shrimp production of exports will witness a sharp increase and India will soon be a very dominant player in the global shrimp industry.

Your Company has established a good marketing network to meet with the increased feed demand. The Company's feed has been well accepted by the farmers.

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

Information pursuant to section 217 ( 1 ) ( e ) of the companies Act 1956 read with the Companies ( Disclosure of Particulars in the Report of Board of Directors ) Rules , 1988 is given in Annexure – A of the Report.

PARTICULARS OF EMPLOYEES

During the year under review, no employee of the Company was in receipt of remuneration requiring disclosure under section 217 ( 2 A ) of the Companies Act,1956, read with the Companies ( Particulars of Employees ) Rules ,1975.

DIRECTORS

Mr.Vikram Thapar and Mr. Anil Kumar Bhandari Directors retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

Mr. Ranjit Mehta was appointed as Additional Director of the Company with effect from October, 27, 2010. Mr. Ranjit Mehta as Additional director holds office up to the date of the ensuing annual general meeting of the Company and being eligible offers himself for reappointment. The Company has received notice under section 257 of the Companies Act, 1956 proposing appointment of Mr. Ranjit Mehta as Director.

During the year Mr.Maneesh Mansingka resigned from the Board with effect from 8th April, 2010 due to his personal business commitments. The Board places on record its appreciation for the valuable contribution rendered by Mr. Maneesh Mansingka during his tenure as Director of the Company.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 ( 2AA ) of the Companies Act, 1956 with respect to Director's Responsibility Statement, it is hereby confirmed that :

(1) In the preparation of the Annual Accounts for the financial year ended March, 31, 2011, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

(2) 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 the affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

(3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

( 4 ) The Directors have prepared the Annual Accounts on a going concern basis.

EXPANSION OF EQUITY

The Management and the Board of Directors of the Company have considered and approved the conversion of loans advanced by Associate Companies along with accumulated interest upto 31st July 2011 into Equity shares in the name of the loan providers to the amount permissible as per statutory guidelines.

The management and the Board of Director of the Company have also considered and approved the Rights Issue in the Ratio of One Equity share for every Two Equity shares held subject to compliance with statutory formalities as may be required. The Associate companies hold / retain their right to subscribe to their rights shares entitlement including conversion of the loans already advanced by them to the Company by the way of remittance / otherwise singly or jointly.

To facilitate right issue of the Board of Directors have also considered and approved the reclassification of the capital.

CORPORATE GOVERNANCE

The Company has over the years been committed to good governance practices. A separate report on Corporate Governance together with Auditors certificate regarding compliance of conditions of Corporate governance under clause 49 of the listing agreement forms part of the Annual report.

AUDITORS

The Auditors M/s Mitra Kundu & Basu, Chartered Accountants, retire and being eligible, offer themselves for re- appointment.

ACKNOWLEDGEMENT

Yours Directors place on record their appreciation for the assistance and support extended by the Government Authorities and Banks.

Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company.

For and on behalf of the Board of Directors

Vikram M Thapar Chairman

New Delhi, July 18, 2011


Mar 31, 2010

The Directors have pleasure in presenting the Twenty Third Annual Report together with the Audited Accounts for the financial year ended 31st March,2010.

Rs. Million

Particulars Current Year Previous Year

Gross Sales/Services 276.2 335.23

Operating Profit/(Loss) before Interest, Depreciation, Exceptional / Extra-ordinary item & Prior period Expenses & Tax 3.45 (175.42)

Profit/(Loss) after Tax, Extra-ordinary Item and Prior Period Adjustment. (36.07) 10.46



OPERATIONS

The Operating loss after interest, depreciation, tax and exceptional/extraordinary item is Rs.36.07 million as ag Lst a profit of Rs.10 46 million in the previous year. The operating Profit before Interest, depreciation and exceptional/extraordinary Item in the current year is Rs.3.45 million as against a loss of Rs. 175.42 million in the previous year.

The outlook for the year 2009-10 continued to be moderate. The global economic slowdown continued to affect the International demand for shrimps which in turn has also affected feed production.

Government of India had approved the farming of an exotic species called Vannamei which is widely exported by all the shrimp farming countries. The cost of production being lower Vannamei is preferredoverBlackTigerwhichwastheonlyspeciesgrowninlndia.

Government of India has specified that only those farms that have been licensed by Coastal Aquaculture Authority would be allowed to raise the new variety called the Vannamei shrimps which is a good step forward for the Industry. The process of licensing has commenced and it is hoped that most of the farms would be covered during the next financial year.

The initial result of the farming of this species has been very encouraging and it is hoped that this would be a good beginning for the lndustry in the coming years

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

Information pursuant to Section 217(1) (e) of the Companies Act 1956,read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,1988 is given Annexure-A of the Report.

PARTICULARS OF EMPLOYEES

Duringtheyearunderreview,no employee of the Company was in receipt of remunerati on requiring disclosure under section217(2A)oftheCompamesAct,1956,readwith.the Companies (Particulars ofEmployees)Rules,1975.

DIRECTORS

Mr. Maneesh Mansingka resigned from the Board on April 8, 2010. The Board places on record its appreciation for the valuable contribution rendered by Mr Mansingka during his tenure as Directorof Ihe Company.

Mr. Adarsh Saran and Lt.Gen Deepak Summanwar retire by rotation and offer themselves for reappomtment at the ensumg Annual General Meetmg.

Ms. Ayesha Thapar was appointed as Additional Director of the Company on February 1, 2010. She holds office till the forthcoming Annual General Meeting and being eligible offers herself for reappointment at the ensuing Annual General Meeting.

Mr. Nakul Kamani was appointed as Additional Director of the Company on February 22, 2010. He holds office till the forthcoming Annual General Meeting and being eligible offers himself for reappointment at the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2 AA) of the Companies Act,1956 with respect to Directors Responsibility Statement, it is hereby confirmed that;

(1) In the preparation of the Annual Accounts for the financial year ended March 31, 2010, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

(2) 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 the affairs of the Company at the end of the financial year and of the loss of the Company for the year underreview

(3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in a ccordance with the provisions of the Companies Act, 1956 for saf eguarding the as sets of the Company and for preventing and detecting fraud and other irregularities

(4) The Directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE

The Company has over the years been committed to good governance practices. A separate report on Corporate Governance together with Auditors certificate regarding compliance of conditions of Corporate Govemanceunderc lause49 of the listingagreement form spart of the Annual Report.

AUDITORS

The Auditors M/s Mitra Kundu & Basu, Chartered Accountants, retire and being eligible, offer themselves for re-appointment.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and support extended by the Government Authonties and Banks.

Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the company.

For and on behalf of the Board of Directors



New Delhi, August3,2010 Vikram M Thapar

Chairman

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