Auditor Report of Veritas (India) Ltd.

Mar 31, 2025

We have audited the accompanying Standalone Indian Accounting Standard (“Ind AS”) financial statements of
Veritas (India) Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2025, the Statement of
Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement
of Cash flows for the year ended on that date, and notes to the financial statements, including a summary of
the significant accounting policies and other explanatory information (hereinafter referred to as “the standalone
financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner
so required and give a true and fair view in conformity with the accounting principles generally accepted in India,
of the state of affairs of the Company as at March 31, 2025, its profit and other comprehensive income, changes in
equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing
specified under section 143(10) of the Act (“the SAs”). Our responsibilities under those Standards are further
described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our
report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of
Chartered Accountants of India (the “ICAI”) together with the ethical requirements that are relevant to our audit of
the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have
fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion
on the standalone financial statements.

Emphasis of Matter

We draw attention to Note to the standalone financial statements, which explains the fact that the Company through
its subsidiary, Veritas Poly-chem Private Limited, has initiated a setup of an integrated manufacturing complex at
Dighi Port in the state of Maharashtra. The project is presently financed by the Company and would be suitably
finance subsequently through appropriate means at appropriate time.

Our opinion is not modified in respect of above matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
standalone financial statements of the current period. These matters were addressed in the context of our audit
of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters. We have determined that there are no key audit matters to communicate in
our report.

Information Other than the Standalone Financial Statements and Auditors’ Report Thereon

The Company’s Board of Directors is responsible for the preparation of the other information. The other information
comprises the information included in the Management Discussion and Analysis, Directors’ Report including
Annexures to Directors’ Report, Corporate Governance and Shareholder’s Information, but does not include the
standalone financial statements and our auditor’s report thereon. The Other information as above is expected to
be made available to us after the date of this Auditors’ report.

Our opinion on the standalone financial statements does not cover the other information and we will not express
any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified
above when it becomes available and, in doing so, consider whether the other information is materially inconsistent
with the standalone financial statements or our knowledge obtained during the course of our audit, or otherwise
appears to be materially misstated. When we read the other information, if we conclude that there is a material
misstatement therein, we are required to communicate the matter to those charged with governance.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect
to the preparation of these standalone financial statements that give a true and fair view of the financial
position, financial performance, total comprehensive income, changes in equity and cash flows of the Company
in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility
also includes maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation
and presentation of the standalone financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless management either intends to liquidate the Company or to cease operations,
or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for
expressing our opinion on whether the Company has adequate internal financial controls system in place and
the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material

uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or
conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including
the disclosures, and whether the standalone financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of
most significance in the audit of the standalone financial statements of the current period and are therefore the
key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (‘the Order’), issued by the Central Government
of India in terms of section 143(11) of the Act, we give in the Annexure A, a statement on the matters specified
in paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, based on our audit, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge
and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it
appears from our examination of those books and proper returns adequate for the purposes of our audit
have been received from branches not visited by us.

c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), Statement
of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the
relevant books of account.

d) In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid standalone financial statements comply with the Indian Accounting Standards specified under
section 133 of the Act, read with the relevant rules thereunder.

e) On the basis of written representations received from the Directors as on March 31, 2025 and taken on
record by the Board of Directors none of the directors is disqualified as on March 31, 2025, from being
appointed as a director in terms of Section 164 (2) of the Act;

f) The modification/s relating to maintenance of accounts and other matters connected therewith, are
stated in paragraph (b) above and paragraph (i)(f) below.

g) With respect to the adequacy of the internal financial controls with reference to Ind AS Financial
Statements of the Company and the operating effectiveness of such controls, refer to our separate
report in “Annexure B”. Further, our report expresses an unmodified opinion on the adequacy and
operating effectiveness of the Company’s internal financial controls with reference to the standalone
financial statements;

h) As required by Section 197(16) of the Act, in our opinion and to the best of our information and according
to the explanations given to us, the remuneration paid by the Company to its directors during the year
is in accordance with the provisions of section 197 of the Act.

i) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:

a. The Company has no pending litigations except as disclosed in notes to account.

b. The Company did not have any long-term contracts including derivative contracts for which there
were any material foreseeable losses.

c. There has been no delay in transferring amounts, required to be transferred, to the Investor,
Education and Protection Fund by the Company.

d. In respect of Rule 11(e) of the Companies (Audit and Auditors) Rules, 2014,

i. The management has represented that, to the best of its knowledge and belief, no funds
(which are material either individually or in the aggregate) have been advanced or loaned
or invested (either from borrowed funds or share premium or any other sources or kind of
funds) by the company to or in any other person(s) or entity(ies), including foreign entities
(“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the
Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”)
or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

ii. Further, the management has represented that, no funds (which are material either individually
or in the aggregate) have been received by the Company from any person(s) or entity(ies),
including foreign entities (“Funding Parties”), with the understanding, whether recorded in
writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in
other persons or entities identified in any manner whatsoever by or on behalf of the Funding
Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries.

iii. Based on such audit procedures that were considered reasonable and appropriate in
the circumstances, nothing has come to our notice that has caused us to believe that the
representations under sub-clause (a) and (b) above contain any material misstatement.

e. The final dividend paid by the Company during the year in respect of the same declared for the
previous year is in accordance with section 123 of the Companies Act 2013 to the extent it applies
to payment of dividend. As stated in notes to the financial statements, the Board of Directors of
the Company have proposed final dividend for the year which is subject to the approval of the
members at the ensuing Annual General Meeting. The dividend declared is in accordance with
section 123 of the Act to the extent it applies to declaration of dividend.

f. Based on our examination, the Company has used customized accounting software Tally ERP.9 for
maintaining its books of account for the financial year ended March 31, 2025 which does have a
feature of recording audit trail (edit log) as per requirement.

The software only captures the name of user who has done the last modification of the transaction but
it does not captures changes to each and every transaction of the books of accounts stating who, when
and what changes are being made;

In the absence of the details as prescribed we are unable to comment whether audit trail feature of
the said software was enabled and operated throughout the year for all relevant transactions recorded
in the software or whether there were any instances of the audit trail feature been tampered with and
the audit trail is not preserved as per the statutory requirements for record retention as required by
provision to Rule 3(1) of the Companies (Accounts) Rules, 2014 which is applicable from April 1, 2024,
reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014.”

For SHABBIR & RITA ASSOCIATES LLP

Chartered Accountants
Firm’s Registration No. 109420W

Shabbir S Bagasrawala

Partner

Membership No. 039865
UDIN: 25039865BMIKNA2296

Place of Signature: Mumbai
Date: 29/05/2025

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Mar 31, 2024

We have audited the accompany in 5 Standalone Indian Accounting Standard ( Ind AS ) financial statements ol Veritas (India) Limited ('' the Company"), which comprise the Balance Sheet as at March 31, 2024, the Statement ol Profit and Loss (including Other Comprehensive Income), the Statement ol Changes in Equity and the Statement of Cash flows for the year ended on that date, and notes to the financial statements, including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements ).

In our opinion and to the best ol our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, ol the state of affairs of the Company as at March 31,2024, its prof i l and other comprehensive income, changes in equity and its cashflows tor the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (“the SAs"), Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section ol our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (the 1CAI ) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI s Code ol Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide? a basis for our opinion on the standalone financial statements.

limp lias is of Matter

Wo draw attention to Note to the standalone financial statements, which explains the fact that the Company through its subsidiary, Veritas Poly^ehem Private Limited, has initiated a setup of an integrated manufacturing complexat Dighi Port in thestateof Maharashtra, The project is presently financed by the Company and would he suitably finance subsequently through appropriate means at appropriate time.

Our opinion is not modified in respect ol above matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most Significance in our audit ol the standalone financial statements of the current period. These matters wore addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined that there are no Ley audit matters to communicate in our report.

Information Other than the Standalone Financial Statements and Auditors'' Report Thereon

Tlio Company s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Directors Report including Annoxures to Directors Report, Corporate Governance and Shareholders Information, but does not include the standalone financial statements and our auditors report thereon. I he Other information as above is expected to be made available to us after the date of this Auditors report.

Our opinion on the standalone financial statements does not cover the other information and we will not express any form ol assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to redid the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit, or otherwise appears to he materially misstated. When we read the other information, i( we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Management s Responsibility for the Standalone financial Statements

The Company s Board ol Directors is responsible lor tire matters stated in section 134(D) of the Act with respect to tke preparation ol these standalone financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cask flows of tke Company in accordance witk tke Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance ol adequate internal financial controls, tbal were operating ellectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company s ability to continue as agoing concern, disclosing, as applicable, matters related to going concern and using the going Concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Tire Board of Directors are also responsible for overseeing tke Company''s financial reporting process,

Auditor s Responsibilities for tke Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an audi tor s report that includes our opinion. Reasonable assurance is a high level ol assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence tbe economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism, throughout the audit. We also;

* Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design andperform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

* Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(l) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

* Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures mode by management.

* Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

* Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Wecommunicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related saleguards,

From the matters communicated with those charged with governance, we determine tliose matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report

unless low or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not he communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (''the Order''), issued by the

Central Government of India i n terms of section 143(11) of the Act, we give in the Annexure A, a

statement on the matters specified in paragraph 3 and 4 of the Order, to the extent applicable,

2, As required by Section 143(3) of the Act, based on our audit, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of cor audit.

b) In our opin ion, proper boohs of account as required by law have been kept by the Company so far os it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from branches not visited by us.

c) The Balance Sheet, the Statement of ) rofit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and the Statemen t of Cash Flow dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under section 133 of the Act, read with the relevant rules thereunder,

e) On the basis of written representations received from the Directors as on March 31,2024 and token on record by the Board of Directors, in its meeting held on April 03,2023, none of the directors is disqualified os on March 31,2024, from being appointed as a director in terms of Section 164 (2) of the Act;

f) The modification/s relating to maintenance of accounts and other matters connected therewith, are stated fn paragraph (b) above and paragraph (i)(f) below,

g) With respect to the adequacy of the interna! financial controls with reference to hid AS Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure B , 1 ''urther, our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls with reference to the standalone financial statements;

h) As required by Section 1Q7(16) of the Act, ill our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to i ts directors during the year is in accordance with the provisions of section 197 of the Act.

i) with respect to tire other matters to be? included iu the Auditor s Report in accordance wi Hi Ruk 11

ol tin? Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our inlormattbn

and according to tin? explanations given to us:

a. tlie Company lias no pending litigations except as disclosed in notes to account.

b. die Company did not Lave any long-term contracts including derivative contracts lor wbicli tliore wore any material foreseeable losses.

c. there lias been no delay In translerriug amounts, required to be transferred, to the Investor, Education and Protection Fund by tke Company.

d. In respect of Ru le 11(e) of tke Companies (Audit and Auditors) Rules, 2014,

i. Tke management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or In the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other persou(s) or entity(ies), including foreign entities ("Intermediaries ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company { Ultimate Beneficiaries ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

ii. Further, the management has represented that, no funds (which are material either individually or in the aggregate) have been received by tbe company from any person(s) or entity (ies), including foreign entities ( Funding Parties ), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, loud or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ( Ultimate Beneficiaries ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

iii. Based on such audit procedures that were considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-claufle (a) and (b) above contain any material miss tatement.

e. The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with section 123 of the Companies Act 2013 to the extent it applies to payment of dividend. As stated in notes to the financial statements, the Board of Directors of the Company have proposed final dividend for the year which is Snbject to the approval ol the members at the ensuing Annual General Meeting, Tke dividend declared is in accordance with section 123 ol the Act to the extent it applies to declaration ol dividend,

1, Based on our examination, the Company has used accounting software customized [ ally F.RP.9 lor maintaining its Looks ol account lor the financial year ended Mat"ch 31,2024 which does have a feature of recording audit trail (edit log) as per requirement.

rite software only captures the name of user who has clone the last modification of the transaction hut it does not captures changes to each and every transaction of the hooks of accounts stating who, when and what changes are being made;

In the absence of the details as prescribed we are unable to comment whether audit trail feature of the said software was enabled and operated throughout the year for all relevant transactions recorded in the software or whether there were any instances of the audit trail feature been tampered wi th."

As proviso to Rule 3(1) of the Companies (Accou n Is) Rules, 2014 is applicable from April 1/2023, reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the year end ed March 31,2024.

For SHABBIR & RITA ASSOCIATES LLP

Chartered Accountants

Firm s Registration No 10Q420W _/4m_Ss

^ ^ (if

// s'' \!«i mumbaj jf"i|

ky A//

S'' Partner

Membership No, 039805 l JOIN: 24039865BKDITHJ6756

Place ol Signature: Mumbai

Date: 29/05/2024

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Mar 31, 2023

VERITAS (INDIA) LIMITED

REPORT ON THE FINANCIAL STATEMENTS

OPINION

We have audited the accompanying Standalone Indian Accounting Standard f Ind AS'') financial statements of Veritas (India) Limited ("the Company ''), which comprise tire balance Sheet as at March 31, 2023, the Statement ol Profit and Loss (including Otlier Comprehensive Income), tke Statement ol Changes in Equity and tke Statement ol Cask Hows for tke year ended on tkat date, and notes to tke financial statements, incl tiding a summary of tke significant accounting policies and otker explanatory information (kereinaf ter referred to as ''tke standalone financial statements '').

In our opinion and to tke best of our information and according to tke explanations given to us, tke aforesaid standalone linancial statements give tke information required by tke Companies Act, 2013 ("tke Act ) in tke manner so required and give a true and fair view in conformity witk tke accounting principles generally accepted in India, ol tke state of affairs of tke Company as at Marck 31,2023, its profit and otker comprehensive income, ckanges in equity and its cash flows lor tke year ended on tkat date.

Basis for Opinion

We conducted our audit of tke standalone financial statements in accordance witk ike Standards on Auditing specified under section 143(10) of tke Act ("tke SAs"), Our responsibilities under those Standards are further described in tke Auditors Responsibilities for tke Audit of tke Standalone Financial Statements section of our report, Wc arc independent of the Company in accordance wi th tke Code of Ethics issued by the Institute of Chartered Accountants of India (tke 1CAI ) together with the ethical requirements that are relevant to our audit of the standalone financial statements under tke provisions of tke Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with those requirements and tke ICAI s Code of Ethics, We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on ike standalone financial statements.

Emphasis of Matter

We draw attention to Note to the standalone financial statements, which explains the fact that the Company through its Step-down subsidiary, Veritas Pol y-chcm Private Limited which has merged in current year in M/s Veritas Petro Industries Private Limited, has initiated* setup ofan integrated manufacturing complex at Dighi Port in the state of Maharashtra. The project is presently financed by the Company and would be suitably finance subsequently through appropriate means at appropriate time.

Our opinion is not modified in respect of above matters.

Key Audit Matters

Key audit matters ore those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Wo have determined that there are no hey audit matters to communicate in our report.

Information Ot her than the Standalone Financial Statement, and Auditor.’ Report Thereon

The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Directors'' Report including Annexures to Directors’ Report, Corporate Governance and Shareholder''s Information, but does not include the standalone financial statements and our audi I or s report thereon. The Other information as above is expected to be made available to us af Ler the date of this Auditors report.

Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection With our audit of the financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during tbe course of our audit, or otherwise appears to be materially misstated. When we read the other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance, ¦

Management''s Responsibility loir the Standalone Financial Statements

Tbe Company s Board of Directors is responsible lor the matters stated in section 13^(5) ol the Act with respect to the preparation of these standalone financial statements that give true and lair view of the financial position, financial performance, total comprehensive income,changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act lor safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable'' and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating affectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and ore free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to Iiquldate the Company or to cease operations, or has no realistic alternative bu t to do so.

The Board ol Directors are also responsible lor overseeing the Company’s financial reporting process.

Auditor''s Responsibilities lor the Audit of the Standalone Financial Statements

Our objectives ore to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from baud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements,

tn "111 "f“ ^iU r“t"” ^Wi“'' ^{SAl WS} ''***“’ «a maintain

professional skepticism throughout the audit, We ah™

• Mntfg ™<1 the risks d material misstatement of (he standalone (inanc.nl statement.

wither duett, fraud or error,design and perform audit procedures responsive to those risks, and o t mn aud^ avidcucc ttat is nnHlciant and appmpdala to pmvido a fcasi, io, on , opinion The

“*<*¦''**¦*¦« ° ‘”^<,terial mlittaWmt resulting f_ro,„ f*„d „ ^ _ojje

™“^tl"⁸ W “* “ ''^,,,ud “• “™^lv» “Jlodon, forgery, intentional omission, misrepresentation?, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit i„ order to deslfln audit procedures that are appropriate iu tie cluxuustances. Under section 143(3X0ol tie Act we are also responsible (or express!.* ou, opinio,, on wketber tbo Company Las adequate internal financial controls system in place and tie operalinfl effectiveness ol socb control,

• Lvnluat. tie appropriateness of accoonttngpobcies used and tbc reasonableness ol aceountinfl estimates and related disclosure, made by management.

• Conclude on (be appuspriateness d imumgemeut''s use ol ibe gain* concern basisof accounting and. based on the audit evidence obtained, whether a material uncerteini, cxisi, related to events or condrbons tlmt may cast significant doubt on tbe Company''s ability to continue a, a

0o.n₈ concern II we conclude that a material uncertainty exists, we are required to draw attention in our auditor s report to tbe related disclosures in tbe standalone financial statements

I''^SUti f^,Sel®'',''“ " ⁱ"“^d“''““^te''*> ¦»» ‘¦Pmlon, Ou, conclusions are based o„ tbc

audit evidence obtained up to tbe date ol on, auditor''s report. However, future events „ co.K-lit.ons may cause the Company to cease to continue os agoing concern

• Evaluate the overall predation, structure and content of the standalone financial statements including tbe disclosures, and whether tie standalone financial statements represent tie underlying transactions and oventstn a manner tint achieves (at, presentation.

Weemnmunicate with those charged with governance regarding, among other matters, the planned

“T ₁°^l!° ‘^{K “Ud‘t} “f «“^di( including any significant deficiencies

in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical -t«l«m,enb regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the mattem communtcatedwttb thorn, charged with governance, wed.tem.tn. thoso matters .a were of most s.gnihcauce * fa audit of the standalone financial siatemenis ol ihe carrenl period and are therefore the hey audit matters. We describe those matte* ty our auditor''s report

link™ W or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should uot be communicated In our report because the adverse consequences of doing so would reasonably be expected to outweigh tbe public interest benefits of suck communication.

Report on Otter Legal and Regulatory Requirements

1, As required by the Companies (Auditors Report) Order, 2020 (''the Order’), issued by tbe Central Government of India in terms of section 143(11) of tbe Act, we give in ike A tincture A, a statement on the matters specified in paragraph 3 and 4 of tke Order, to the extent applicable,

2, As required by Section 143(3) of tke Act, based on our audl t, wo report that:

a) We have sought and obtained all tbe information and explanations which to tke best of our knowledge and belief wore necessary for tke purposes of our audit,

b) In our opinion, proper books of account os required by law have been kept by tke Company so far as it appears from our examination of those boob and proper returns adequate for tbe pu eposes of our audit have been received from branches not visited by us.

c) Tbe Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes In Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account.

d) 111 our opinion and to the best of our information and according to the explanations given to us, tke aforesaid standalone financial statements comply with the Indian Accounting Standards specified under section 133 of tlie Act, read with the relevant rules thereunder.

o) (. )n the basisof written representations receivedfrom the Directors as on MarcR31,2023 and taken on record by the Board of Directors, in its meeting held on April 15,2022, none of the directors is disqualified as on March 31,2023, from being appointed as a director in terms of Section 164 (2) of the Act;

f) With respect to the adequacy of the internal financial controls with reference to Ind AS 1 inancial Statements of the Company and the operating effectiveness of such controls, refer to our separate report in ‘ Annoxure B”. Further, our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls with reference to the standalone financial statements;

g) with respect to the other matters to he included iu the Auditor’s Report in accordance with Rule H of tke Companies (Audit and Auditors) Rules, 2014, iu our opinion aud to tho best of our information and according to tke explanations given to us:

a. the Company has no pending litigations except as disclosed iu notes to account,

b. the Company did not have any long-term contracts including derivative Contracts for which there were any material foreseeable losses.

C, there has been no delay in transferring amounts, required to be transferred, to the Investor, Education and Protection Fund by the Company.

cl. 111 respect of Rule life)of tin? Companies (Audit and Auditor,)Rules, 2014,

¹ J^ ^{U tW}- to *» b* °i !*¦ knowledge and Uliof. no fund,

(vktctarem.t^^W^divlduall^rifllkeSS^^WWflaYMeed^Uaed

- invested (eitW from borrowed fund, or A«* prunfum or any other wu™, e, kind ol

WkJhy^cPmpany toori*any otherpe^

^Inicrmt''^{di ), with the understanding, wetter record*! inwrfting or othcrwi® that A. UtaRHdl^ -kail, whether, directly or indirectly Und orinvest in etUr pe,ous _or entities identified in any manner whatsoever by or on behalf of the Compaq (“Ultimate}

°^{r pfOVld0} “''J ***»*¦*¦ security or the like on behalf of the Ultimate

BenelicifiriflS.

it. Further. tke manage* has represent that, no funds (wkick are material either individually or in tke W b™ received by tke company from any p*^,)

or Cntity(ies), Indudlnfi foreign entities ("Funding Parties"), with ike understand^ Wketker recorded in Wing Or otherwise, that tke company shall, whether, directly or indirectly, lend Or invest in other persons or entities identified in any manner whatsoever ky or on behalf of the Rinding Party ("Ultimate Beneficiaries'') or provide any guarantee security or the like on behalf of tke Ultimate Beneficiaries,

* ^ ~ ^SUCK "** ^ ™ considered reasonable and appropriate in tke

circumstances, nothing has come to our notice that h_flS caused ns to believe that the representations under sub~cWo(a)and (b)above eontaiu any material misstatement - The final dividend paid by tke Company during tke year in respect of tke Same declared for tke previous year 1, in accordance Witk section 123 ol tke Companies Act 2013 to the extent it applies to payment of dividend, As stated note, to tke financial statements, tke ¦ card of Directors of (be Company have proposed final dividend for tke year which is

-bjecttothoapprovaloftbemembersattheeusningAmmal General Meet,_l6.Tlre

dividend declared is in accordance with section 123 of the Act to the extent _it applies to declaration of dividend.

b) As required Itij Section 197(16) of the Act, in our Opinion and to tkc Lest ol our 1 information atidaccording to the; explanationsgiven Ions, tlit? remuneration paidby tksCoiripany to its directors during tkc year Is In accordance witk tkc provisions ol section 197 of tko Act,

i) Proviso to Rule 3(1) of tke Companies (Accounts) Rules, 2014 for maintaining Looks of account using accounting software whick kas a feature of recording audit trail (edit log) facility is applicable to tkc Company witk effect from April 1, 2023, and accordingly, reporting under Rule U(g) of Companies (Audit and Auditors) Rides, 2014 is not applicable for tko financial year ended Marck 31,2023

For SI4ABB1R Sr RITA ASSOCIATES LLP

Chartered Accountants

Firm''s Registration Na.l0Q420W

---Iff | 1 rl|

SkakbirS Hagasrawala

rartnex¹

Memberskip No. 039SG3 UDIN: 23039S63BQWXJM7313

Place of Signature: Mumbai

Date, 15/03/2023

---

Mar 31, 2018

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of VERITAS _t INDIA LIMITED (‘the Company’), which comprise the Balance Sheet as on March 31, 2018, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (‘the Act’) with respect to'' the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with Companies (Indian Accounting Standards ) Rules, 2015, as amended.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and “design, implementation and maintenance of adequate internal financial controls, that were operating effectively f*r ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the _ _ Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone Ind AS financial statements. The procedures selected, depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures th§t are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company’s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone tnd AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the standalone Ini AS financial statements give the information required by the Act in the - manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as on March 31, 2018, and its profit (including other comprehensive income), the changes in equity and its cash flows for the year ended on that date.

Our opinion is not modified in respect of these matters.

Other Matters ''

The financial statements of the Company for the year ended March 31, 2017 and March 31, 2016 prepared in accordance with the with the Companies (Accounting Standards) Rules, 2006 were audited by the predecessor auditor who has issued a report dated. June 06, 2017 and June 14,2016 on financial statements of the Company for the year ended March 31,2017 and March 31, 2016 respectively expressed an unmodified opinion, which have been relied upon by us.

We have audited di [Terences in the accounting principles adopted by the Company on transition” to the Ind AS tor the year ended March 31,2017 and March 31,2016.

Report on Other Legal and Regulatory Requirements .

1. As required by the Companies (Auditor’s Report) Order, 2016 (‘the Order’), issued by the - Central Government of India in terms of section 143(11) of the Act, we give in the Annexure I a statement on the matters specified in paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the attached standalone Ind AS financial statements comply with the Indian Accounting Standards specified under section 133 of the Act, read with the Companies (Indian Accounting Standard) Rules, 2015 as amended;

e) On the basis of the written representations received from’the directors of the Holding Company as on 11 st March, 2018 taken on record by the Board of Directors, none of the directors of the holding company is disqualified as on 31st March, 2018 from being appointed as a director in terms of Section 164 (2) of the Act;

f) With respect to the adequacy of the'' Internal Financial Controls with reference to Financial Statements, of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure II; and

With respect to the other matters to be included in the Auditors’ Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 as amended, in our opinion and to the best of our information and according to the explanations given to us:

. i.. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 29 to^the standalone Ind AS financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There has been no delay in transferring amounts required to be ''transferred to the ~ Investor Education and Protection Fund by the Company

Annexure I - referred to in paragraph 2 under “Report on Other Legal and Regulatory Requirements” of our report of even date

(i) (a) The Company has maintained proper records showing full particulars, including . quantitative details and situation of Property Plant and Equipment (fixed assets).

(b) The Property Plant and Equipment of the Company, are physically verified by the Management in a phased program of three to five years cycle. In our opinion, the programme is reasonable having regard to the size of the Company and the nature of its assets. In our opinion and as per the information given by the management, the discrepancies observed were not material and have been appropriately accounted in the books of account.

(c) According to the information and explanations given to us and based on verification of records, we report that the title deeds of immovable properties held as Property Plant and Equipment, are held in the name of the Company.

(ii) During the year, the inventories have been physically verified at reasonable intervals by the management. The discrepancies noticed on physical verification, as compared to the book records, were not material having regards to size and nature of operations and have been properly dealt with in the books of account.

(iii) The Company has hot granted loans, secured Or unsecured, to companies, firms, limited liability partnerships of other parties covered in the register maintained under section 189 of the Act. Hence, the question of reporting under sub-clauses (a), (b) & (c) of the clause 3(iii) of the Order does not arise. -

(iv) The Company has not granted any loans or provided any guarantees or security to the parties covered under section 185 of the Act. The Company has complied with the provisions of section 186 of the Act in respect of investments made or loans or guarantee or security provided to the parties covered under section 186 of the Act.

(v) The Company has hot accepted any deposits from the public, within the meaning of sections 73 to 76 of the Act and the rules framed there under. We are informed by theManagement that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal in this regard:

(vi) As informed to us, the maintenance of cost records has not been specified by the Central Government under sub section (I) of section 148of the Act, in respect of the activities carried out by the Company,

(vii) (a) According to the information and explanations given to us and according to the records of the Company examined by us, in our opinion, the Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income-tax, Sales Tax, Service Tax, Goods & Service Tax, duty of Custom, duty of_Excise, Value Added Tax, Cess and any other statutory dues, wherever applicable.

According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid dues were outstanding as on March 31, 2018 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the particulars of statutory dues that have not been deposited on account of disputes are as under:

Statute	Forum pending	Period to which amount relates	Amount (Rs)
Sales Tax	STO- Survey Branch	AY 2008-09	159,534
Income Tax	CIT (Appeal)	AY 2014-15	156,27,240

(viii) According ''to the information and explanations given to us, the Company has hot defaulted in repayment of loans or borrowing to financial institutions, banks, government or dues to debenture holders.

(ix) The Company has not raised money by way of Initial Public Offer or Further Public Offer (including debt instruments). According to the information and explanations given to us and on the basis of the records examined by us, the Company has prima facie applied the term loan for the purpose for which it was obtained.

(x) During the course of our examination of the hooks and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to-the information and explanations given to us,no instances of fraud by the Company “ or on the Company by its officers and employees have Been noticed or reported during the year.

(xi) According to information and explanations given to us managerial remuneration is paid in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act. ”

(xii) The Company, is not a chit fund or a ntdhi company. Hence, the question of reporting under clause 3(xii) of the Order does not arise.

(xiii) According to the information and explanations given to us, all transactions with the related parties are in compliance with Section 177 and 188 of Companies Act, 2013 as applicable and the details of such transactions have been disclosed in the Ind AS Financial Statements as required by the applicable Indian Accounting Standards.

(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under audit.

(xv) The Company has not entered into any non-cash transactions with directors or persons connected with him covered under the provisions of section 192 of the Act.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For M. P Chitale & Co.

Chartered Accountants

Firm Registration No.: 101851W

Sd/-

Ashutosh Pednekar

Partner

Membership No. 041037

Place: Mumbai

Dated: June 12,2018

---

Mar 31, 2016

To the Members of VERITAS (INDIA) LIMITED Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of VERITAS (INDIA) LIMITED ("the Company") which comprises the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, and its Profit and its Cash Flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143 (3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b. In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of written representations received from the directors as on March 31, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

g. With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Referred to in paragraph 1 under the heading ''Report on Other Legal & Regulatory Requirement'' of our report of even date to the financial statements of the Company for the year ended March 31, 2016, we report that:

1) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) The Fixed Assets have been physically verified by the management in a phased manner, designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the company and nature of its business. Pursuant to the program, a portion of the fixed asset has been physically verified by the management during the year and no material discrepancies between the books records and the physical fixed assets have been noticed.

(c) The title deeds of immovable properties are held in the name of the company.

2) (a) The management has conducted the physical verification of inventory at reasonable intervals.

(b) The discrepancies noticed on physical verification of the inventory as compared to books records which has been properly dealt with in the books of account were not material.

3) According to the information and explanations given to us, the Company has granted unsecured loans to six wholly owned subsidiaries covered under section 189 of the Act.

(a) The terms and conditions on which loan has been granted to the borrower Company covered under Section 189 of the Act is not, prima facie, prejudicial to the interest of the Company.

(b) The principal amount is repayable within two years from the date of receipt of such loan. The borrower has been regular in paying interest on loan.

(c) There is no overdue amount of more than 90 days in respect of loan granted to the party listed in the register maintained under section 189 of the Act.

4) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees, and security.

5) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

6) As informed to us, the maintenance of Cost Records has not been specified by the

Central Government under sub-section (1) of Section 148 of the Act, in respect of the activities carried on by the company.

7) (a) According to information and explanations given to us and on the basis of our examination of the books of account, and records, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales tax, Service Tax, Duty of Customs, Duty of Excise, Value added Tax, Cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2016 for a period of more than six months from the date on when they become payable.

b) According to the information and explanation given to us, the following dues of Income Tax and Sales Tax / Value Added Tax have not been deposited by the Company on account of disputes.

Name of the Statute	Nature of dues	Amount (In Rs.)	Period to which the amount relates		Forum where dispute is pending
Income Tax Act, 1961	Income Tax and Interest	1,89,56,550 {refer note 1}	A.Y. 2012	2011-	C.I.T (Appeals)
MVAT Act, 2002	Sales Tax, Interest and Penalty	2,09,534	A.Y. 2010	2009-	Sales Tax Officer (STO)
Note-1: Net of amounts paid under appeal.

8) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. The Company has not taken any loan either from financial institutions or from the government and has not issued any debentures.

9) Based upon the audit procedures performed and the information and explanations given by the management, the company has not raised moneys by way of initial public offer or further public offer including debt instruments and term Loans. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the Company and hence not commented upon.

10) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.

11) Based upon the audit procedures performed and the information and explanations given by the management, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act;

12) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.

13) In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

14) Based upon the audit procedures performed and the information and explanations given by the management, the company has made preferential allotment of equity shares during the year under review and has complied with all the requirements of section 42 of the Companies Act, 2013.

(a) The amounts so raised have been used for the purposes for which the funds were raised by the Company.

15) Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

16) In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.

For Shabbir & Rita Associates L.L.P.

Chartered Accountants

Firm Registration No: 109420W

Sd/-

Shabbir S Bagasrawala

(Partner)

Membership No - 039865

Place: Mumbai

Date: 24/05/2016

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Mar 31, 2015

We have audited the accompanying standalone financial statements of VERITAS India Limited ("the Company"}, which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS' RESPONSIBILITY

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error, in making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's director as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015, and its profit and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor's Report) Order 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraph 3 and 4 of the Order, to the extent applicable.

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

a} We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of the written representations received from the directors as on March 31, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

(i) The Company has disclosed the impact of pending Taxation litigations on its financial position in its financial statements as referred to in Note 24 to the financial statements.

(ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, and as required onion-term contracts including derivative contracts.

(iii) There has been no delay in transferring amounts, required to be transferred, to the investor Education and Protection Fund by the Company.

The Annexure referred to in our independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended March 31, 2015, we report that:

(i) In respect of its fixed assets:

[a) The Company has maintained proper records showing fuii particulars including quantitative details and situation of fixed assets.

(b) The Fixed Assets have been physically verified by the management at reasonable intervals which in our opinion, is reasonable having regards to the size of the Company. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of Accounts.

(ii) In respect of its inventories:

{a} As explained to us, the inventories were physically verified during the period by the Management at reasonable intervals.

{b} In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

[cf in our opinion and according to the information and explanation given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iii) In respect of loans, secured or unsecured, granted by the Company to Companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013:

(a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the Register maintained under section 189 of the Companies Act, 2013. Therefore, the provisions of sub clauses {a) & (b) of clause 4(iii) of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system during the course of the Audit.

(v) The Company has not accepted any deposit from the public.

(vi) The Central Government has not prescribed maintenance of Cost Records under section 148(1) of the Companies Act, 2013, for any of the activities carried out by the Company.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid dues were in arrears as at March 31, 2015 for a period of more than six month from the date they became payable.

(b) According to information and explanations given to us, the following dues of income Tax and Sales Tax / Value Added Tax have not been deposited by the Company on account of disputes;

Name of the Nature of dues Amount Period to Forum Statute (in Rs,) which the where amount dispute is relates pending

Income Tax Income fax and 15,94,86,510 A,Y, 2010- CLT Act, 1961 Interest {refer note} 2011 (Appeals)

Income Tax Income Tax and 2,88,56,550 A,Y, 2011- CLT Act, 1961 interest {refer note} 2012 (Appeals)

Income Tax Income Tax and 10,88,885 Various Assessing Act, 1961 Interest Years Officer

Income Tax TDS, interest 51,770 Various Assessing Act, 1961 and Penalty Years Officer (TDS Cell)

MVAT Act, Sales Tax, 2,09,534 A.Y™ 2009- Sales Tax 2002 Interest and] 2010 Officer (STO) Penalty

Note-1: Net of amounts poid under appeal,

(c) According to information and explanations given to us, there is no such amounts which were required to be transferred to the Investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under.

(viii) The Company does not have any accumulated losses as at the end of the financial year and has not incurred cash losses during the current financial year and in the immediately preceding financial year,

(ix) Based on our audit procedures and on the basis of information and explanations given by management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks,

(x) The Company has given guarantee / stand by letter of credit to bank for loans taken by its wholly owned subsidiary from bank. In our opinion and according to the information and explanations given to us, the terms and conditions are not prejudicial to the interest of the Company.

(xi) The Company has not availed any Term Loan during the period from banks or financial institutions during the year. Accordingly, the provisions of clause 4(xi} of the order are not applicable to the Company,

(xii) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For Shabbir S Bagasrawala

Chartered Accountants

Sd/-

ShabbtrS Bagasrawala

Place: Mumbai (Proprietor]

Date: 30/05/2015 Membership No- 039B65

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Mar 31, 2014

We have audited the accompanying financial statements of VERITAS (INDIA) LIMITED, which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year ended March 31, 2014 annexed thereto, and a summary of significant accounting policies and other explanatory information.

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. ''

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO THE AUDITORS'' REPORT (Referred to in the paragraph 1 of our report of even date to the Members of VERITAS (INDIA)

LIMITED on the accounts for the period ended March 31, 2014.)

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. In respect of its fixed assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) The Fixed Assets have been physically verified by the management at reasonable intervals which in our opinion, is reasonable having regards to the size of the Company. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of Accounts.

c) In our opinion and according to the information and explanations given to us, the Company has not made any disposal of fixed assets during the period and the going concern status of the Company is not affected.

2. In respect of its Inventories:

a) As explained to us, the inventories were physically verified during the period by the Management at reasonable intervals.

b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

c) in our opinion and according to the information and explanation given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

3. In respect of loans, secured or unsecured, granted or taken by the Company to / from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act,1956, according to the information and explanations given to us:

a) The Company has, during the year, not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Therefore, the provisions of sub clauses (a) to (d) of clause 4(iii) of the Order are not applicable to the Company.

b) The Company has, during the year, not taken any loans, secured or unsecured from companies, firms or other covered in the Register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraph 4{iii) (f) and (g) of the Order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Companyand nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control systems:

5. In respect of particulars of contracts or arrangements and transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956:

a) To the best of our knowledge and belief and according to the information and explanations given to us, particulars of contracts or arrangements that needed to be entered into the register have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered into the register in pursuance of section 301 of the Act and exceeding the value of Rupees Five Lakhs in respect of any party during the period, have been made at prices which are reasonable having regard to the prices at which the transactions for similar goods/ services have been made with other parties.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Act and the rules frame there under.

7. In our opinion the internal audit functions carried out during the period was commensurate with the size of the company and nature of its business.

8. The Central Government has not prescribed maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956 in respect of the activities carried out by the Company.

9. According to the information and explanations given to us, in respect of statutory and other dues:

a) The Company has been regular in depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Profession Tax, Customs Duty and other material statutory dues applicable to it with the appropriate authorities.

b) There were no undisputed amounts payable in respect of aforesaid dues, in arrears as at March 31, 2014 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us and the records of the Company examined by us, there are no undisputed dues in respect of Provident Fund, Employees''

State Insurance, Sales Tax, Profession Tax and Customs Duty which have not been deposited. The following are the particulars of Income tax dues not deposited by the Company on account of disputes:

Name of the Nature of the Amount* Period to Forum where Statute Dues (Rs in crores) which the dispute is amount relates pending

Income Tax Act, Income Tax 23.95 2009-10 Commissioner 1961 (Appeals)

Income Tax Act, Income Tax 3.61 2010-11 Commissioner 1961 (Appeals)

*Amount as per demand orders including interest and penalty wherever indicated in the order.

10. The Company has no accumulated losses as at the end of the financial period. The Company has not incurred cash losses during the current financial period.

11. Based on our audit procedures and on the basis of information and explanations given by management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks.

12. According to information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities and hence, the question of maintenance of adequate records for this purpose does not arises.

13. In our opinion and according to information and explanations given to us, the company is not a chit fund / nidhi / mutual benefit fund or society. Therefore the provisions of clause (xiii) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

14. The company has given guarantee for loans taken by subsidiary from banks or financial institutions during the year. According to the information and explanations give to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the Company.

15. The company has given guarantee for loans taken by subsidiary from banks or financial institutions during the year. According to the information and explanations give to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the Company.

16. The Company has not taken any Term Loan during the period from banks or financial institutions during the period. Accordingly, the provisions of clause 4(xvi) of the order are not applicable to the Company.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are of the opinion that there are no funds raised on short- term basis that have been used for long-term investment.

18. The Company has not made preferential allotment of shares to parties and companies covered in the register maintained u/s 301 of the Companies Act, 1956 during the year.

19. According to the information and explanation given to us and records examined by us, the company has not issued any debentures; therefore clause (xix) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

20. The company has not raised any monies by way of public issues during the period.

21. In our opinion and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the period.

FOR SHABBIR S. BAGASRAWALA CHARTERED ACCOUNTANTS

Sd/-

Place: Mumbai PROPRIETOR

Date: 30/05/2014. Membership No-039865

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Mar 31, 2013

We have audited the accompanying financial statements of VERITAS (INDIA) LIMITED, which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the period ended March 31, 2013 annexed thereto, and a summary of significant accounting policies and other explanatory information.

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

b) in the case of the Statement of Profit and Loss Account, of the profit for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books

c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1} of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. In respect of its fixed assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) The Fixed Assets have been physically verified by the management at reasonable intervals which in our opinion, is reasonable having regards to the size of the Company. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of Accounts.

c) In our opinion and according to the information and explanations given to us, the Company has not made any disposal of fixed assets during the period and the going concern status of the Company is not affected. .

2. In respect of its Inventories:

a) As explained to us, the inventories were physically verified during the period by the Management at reasonable intervals.

b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanation given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

3. In respect of loans, secured or unsecured, granted or taken by the Company to / from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956. Therefore, the provisions of sub clauses (a) to (d) of clause 4(iii) of the Order are not applicable to the Company.

(i) The Company has taken interest free unsecured loan of Rs.47,84,000/- (P.Y.Rs.5,77,58,000/-) from a party covered in the register maintained under section 301 of the Companies Act, 1956.

In respect of the said loan, the maximum amount outstanding at any time during the year was Rs.50,59,390/- {P.Y. Rs.5,77,30,800/-) and the year-end balance is Rs.NIL (P.Y.Rs.3,59,390/-).

(ii) The terms and conditions of such loan are, in our opinion, prima facie not prejudicial to the interest of the Company.

(iii) The Company is regular in payment of loan as per the terms and conditions of such loan.

(iv) There is no overdue amount of such loan taken from aforesaid party.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company. and nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control systems:

5. In respect of particulars of contracts or arrangements and transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956:

a) To the best of our knowledge and belief and according to the information and explanations given to us, particulars of contracts or arrangements that needed to be entered into the register have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered into the register in pursuance of section 301 of the Act and exceeding the value of Rupees Five Lakhs in respect of any party during the period, have been made at prices which are reasonable having regard to the prices at which the transactions for similar goods/ services have been made with other parties.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Act and the rules frame there under.

7. In our opinion the internal audit functions carried out during the period was commensurate with the size of the company and nature of its business.

8. The Central Government has not prescribed maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956 in respect of the activities carried out by the Company.

9. According to the information and explanations given to us in respect of statutory and other dues:

a) The Company during the period has been generally regular in depositing with the appropriate authorities undisputed statutory dues, Income Tax, Maharashtra Value Added Tax, Profession Tax etc and other material statutory dues.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid dues were outstanding as at 31 March 2013 for the of six month.

10. The Company has no accumulated losses as at the end of the financial period. The Company has not incurred cash losses during the current financial period. -

11. Based on our audit procedures and on the basis of information and explanations given by management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks.

12. According to information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities and hence, the question of maintenance of adequate records for this purpose does not arises.

13. In our opinion and according to information and explanations given to us, the company is not a chit fund / nidhi / mutual benefit fund or society. Therefore the provisions of clause (xiii) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

14. In our opinion, and according to the information and explanations give to us, the Company is not a dealer or trader in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the order are not applicable to the Company. ,

15. In our opinion, and according to the information and explanations give to us the company has not given guarantee for loans taken by Others from banks or financial institutions during the year.

16. The Company has not availed any Term Loan during the period from banks or financial institutions during the period. Accordingly, the provisions of clause 4(xvi) of the order are not applicable to the Company.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are of the opinion that there are no funds raised on short-term basis that have been used for long-term investment.

18. The Company has not made preferential allotment of shares to parties and companies covered in the register maintained u/s 301 of the Companies Act, 1956 during the year.

19. According to the information and explanation given to us and records examined by us, the company has not issued any debentures; therefore clause (xix) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

20. The company has not raised any monies by way of public issues during the period.

21. In our opinion and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the period.

FOR SHABBIR S. BAGASRAWALA

CHARTERED ACCOUNTANTS

Sd/~

SHABBIR S. BAGASRAWALA

(PROPRIETOR)

Membership No - 039865



Place: Mumbai

Date: 30/05/2013

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Mar 31, 2012

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on test basis, evidence supporting the amounts and disclosures m the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3 As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act 1956 we enclose tn the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order,

4. Further to our comments in the Annexure referred to above, we report that:

a) We have obtained all the information and explanations, which to the best of our Knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

C> T,ifh k aSnCS Sh?et’ Statement of and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) Flow 'statpmonfh rt Statement of Profit a"d Loss Account and Cash

Flow Statement deal with by this report comply with the accounting standards

referred to in sub section (3C) of Section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the Directors, as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2012 from being appointed as a director in terms of Section 274(1 )(g) of the Companies Act, 1956; .

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

ii) In the case of the Statement of Profit and Loss, of the Profit for the year ended on that date; and

iii) In the case of the Cash Flow Statement, of the Cash Flow for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

the Paragraph 3 of our report of even date to the Members of VERITAS

(INDIA) LIMITED on the accounts for the year ended 31st March, 2012.)

1. In respect of its fixed assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. ...

b) The Fixed Assets have been physically verified by the management at reasonable intervals which in our opinion, is reasonable having regards to the size of the company. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of Accounts,

c) In our opinion and according to the information and explanations given to us the , Company has not made any substantial disposal of fixed assets during the year and

the going concern status of the Company is not affected.

2. In respect of inventories:

a) As explained to us, the inventories were physically verified during the year by the management at reasonable intervals. " '

b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and the discrepancies noticed on such physicai verification between physical stock and book records were not material and have been adequately dealt with in the books of account,

3. In respect of loans, secured or unsecured, granted or taken by the Company to / from

Companies, firms or other parties covered in the register maintained under Section 301 of

the Companies Act,1956'.

a) The company has not granted any loans, secured or unsecured, to companies, firms or other Parties listed In the Register maintained under Section 301 of the Companies Act, 1953. As the Company has not granted any loans, secured or unsecured, to parties listed in the Register maintained under Section 301 of the Companies Act, 1956, paragraph (iii)(b), (c) and (d) of the Order, are not applicable.

b) The Company has taken interest free unsecured loan of Rs.5,77,58,000/- during the year from a director. In respect of the said loans, the maximum amount outstanding at any time during the year was Rs.5,77,30,800/- and the year-end balance is Rs.3,59,390/- (P.Y.Rs.6,97,800/-).

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control systems:

5. In respect of particulars of contracts or arrangements and transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956:

a) To the best of our knowledge and belief and according to the information and explanations given to us, particulars of contracts or arrangements that needed to be entered into the register have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered into the register in pursuance of section 301 of the Act and exceeding the value of Rupees Five Lakhs in respect of any party during the year, have been made at prices which are reasonable having regard to the prices at which the transactions for similar goods/ services have been made with other parties.

6. in our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Act and the rules frame there under.

7. In our opinion the internal audit functions carried out during the year was commensurate with the size of the company and nature of its business.

8. The Central Government has not prescribed maintenance of Cost Records under Section

209 (1) (d) of the Companies Act, 1956 in respect of the activities carried out by the Company.

9‘ dues:fdin310 thS inf0rmati0n and exPlanations given to us in respect of statutory and other

a) The Company during the year have been generally regular in depositing with the appropriate authorities undisputed statutory dues, including Provident Fund Employees State Insurance Income Tax, Value Added Tax, Central Sales Tax’

- Sory duXes VIC8 m DUty’ EX°iSe °Uty’ CeSS and other materia'

b) According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid dues were outstanding as at 31 March 2012 for the period of six month.

10. The Company does not have any accumulated losses as at the end of the financial year. The Company has not incurred cash losses during the current financial year and in the immediately preceding financial year.

11. Based on our audit procedures and on the basis of information and explanations given by management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks.

12. According to information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities and hence, the question of maintenance of adequate records for this purpose does not arrives,

13. In our opinion and according to information and explanations given to us, the company is

not a chit fund / mdhi / mutual benefit fund or society. Therefore the provisions of clause

(xm) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

14. In our opinion, and according to the information and explanations give to us the Company is not a dealer or trader in shares, securities, debentures and other investments Accordingly, the provisions of clause 4(xiv) of the order are not applicable to the

15. The company has given guarantee for loans taken by Others from banks or financiai institutions during the year. According to the information and explanations give to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the Company,

16. To the best of our knowledge and belief and according to the information and explanations given to us in our opinion, term loans availed by the company were, prima facie, applied by the company during the year for the purpose for which the loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are of the opinion that there are no funds raised on short-term basis that have been used for long-term investment.

18. The Company has not made preferential allotment of shares to parties and companies covered in the register maintained u/s 301 of the Companies Act, 1956 during the year.

19. According to the information and explanation given to us and records examined by us, the company has not issued any debentures; therefore clause (xix) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

20. The company has not raised any monies by way of public issues during the year.

21. In our opinion and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.

For SHABBIR S BAGASRAWALA CHARTERED ACCOUNTANTS

Sd/-

(habbir S Bagasrawaia)

Proprietor

Membership No - 39865

Place: Mumbai

Dated: 27th August, 2012

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of VERITAS (INDIA) LIMITED as at 31st March, 2011, the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overa) financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3 As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order,

4. Further to our comments in the Annexure referred to above, we report that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the Directors, as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2011 from being appointed as a Director in terms of Section 274(1)(g) of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31s1 March, 2011;

ii) In the case of the Profit and Loss Account, of the Profit for the year ended on that date; and

iii) In the case of the Cash Flow Statement, of the Cash Flow for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in the paragraph 3 of our report of even date to the Members of VERITAS (INDIA) LIMITED on the accounts for the year ended 31st March, 2011.)

1. in respect of its fixed assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) The Fixed Assets have been physically verified by the management at reasonable intervals which in our opinion, is reasonable having regards to the size of the company. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of Accounts.

c) In our opinion and according to the information and explanations given to us, the Company has not made any substantial disposal of fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of inventories:

a) As explained to us, the inventories were physically verified during the year by the management at reasonable intervals.

b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and the discrepancies noticed on such physical verification between physical stock and book records were not material and have been adequately dealt with in the books of account.

3. In respect of loans, secured or unsecured, granted or taken by the Company to / from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956. As the Company has not granted any loans, secured or unsecured, to parties listed in the Register maintained under Section 301 of the Companies Act, 1956, paragraph (iii)(b), (c) and (d) of the Order, are not applicable.

b) The Company has taken interest free unsecured loan during the year from directors. fn respect of the said loans, the maximum amount outstanding at any time during the year was Rs.99,65,800/- and the year-end balance is Rs.6,97,800/-

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control systems:

5. In respect of particulars of contracts or arrangements and transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956:

a) To the best of our knowledge and belief and according to the information and explanations given to us, particulars of contracts or arrangements that needed to be entered into the register have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered into the register in pursuance of section 301 of the Act and exceeding the value of Rupees Five Lakhs in respect of any party during the year, have been made at prices which are reasonable having regard to the prices at which the transactions for similar goods/ services have been made with other parties.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Act and the rules frame there under.

7. In our opinion the internal audit functions carried out during the year was commensurate with the size of the company and nature of its business.

8. The Central Government has not prescribed maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956 in respect of the activities carried out by the Company.

9. According to the information and explanations given to us in respect of statutory and other dues:

a) The Company during the year has been generally regular in depositing with the appropriate authorities undisputed statutory dues, including Provident Fund, Employees State Insurance, income Tax, Value Added Tax, Central Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid dues were outstanding as at 31 March 2011 for the period of six months

10. The Company does not have any accumulated losses as at the end of the financial year. The Company has not incurred cash losses during the current financial year and in the immediately preceding financial year.

11. Based on our audit procedures and on the basis of information and explanations given by management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks.

12. According to information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities and hence, the question of maintenance of adequate records for this purpose does not arise.

13. In our opinion and according to information and explanations given to us, the company is not a chit fund / nidhi / mutual benefit fund or society. Therefore the provisions of clause (xiii) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

14. In our opinion, and according to the information and explanations give to us, the Company is not a dealer or trader in shares, securities, debentures and other investments Accordingly, the provisions of clause 4{xiv) of the order are not applicable to the Company.

15. The Company has given guarantee for loans taken by Subsidiary Company from banks during the year. According to the information and explanations give to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the Company.

16. To the best of our knowledge and belief and according to the information and explanations given to us in our opinion, term loans availed by the company were, prima facie, applied by the company during the year for the purpose for which the loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on short-term basis that have been used for long-term investment.

18. The Company has not made preferential allotment of shares to parties and companies covered in the register maintained u/s 301 of the Companies Act, 1956 during the year.

19. According to the information and explanation given to us and records examined by us, the Company has not issued any debentures; therefore clause (xix) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

20. The Company has not raised any monies by way of public issues during the year.

21. In our opinion and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.

For SHABBIR S BAGASRAWALA

CHARTERED ACCOUNTANTS

Sd/-

(Shabbir S Bagasrawala)

Proprietor

Membership No - 39865

Place: Mumbai

Dated: 30thay, 2011

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of Veritas (India) limited, as at 31st March 2010 and the related Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Companys management. Our responsibility is to express our opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 (the Act) and on the basis of such checks of the books & records of the Company as we considered appropriate and according to the information and explanation given to us, we Annex hereto a statement on the matters specified in paragraph 4 and 5 of the said order.

4. Further to our comments in annexure referred to above, we report that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company as far as appears from our examination of those books.

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

d) In our opinion, the Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report have been prepared in compliance with the applicable accounting standards referred to in sub- section (3C) of section 211 of the Act.

e) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with the notes thereon / attached thereto and the Schedule of Significant Accounting Policies given in the prescribed manner the information required by the Companies Act and give a true and fair view in conformity with the Accounting principles generally accepted in India.

I. In case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010.

II. In case of the Profit and Loss Account, of the profit for the year ended on that date; and

III. In case of the Cash Flow Statement, of the cash flows for the year ended on that date.

5. On the basis of written representations received from the Directors, as on 31st March, 2010 and taken on record by the Board of Directors, none of the Directors are disqualified as on 31st March, 2010 from being appointed as Director in terms of clause (g) of sub section (1) of section 274 of the Act.

Annexure to the Auditors Report (Referred to in paragraph 3 of our report of even date)

i) The Nature of the Companys business/activities during the year is such that clauses (xiii) and (xiv) of paragraph 4 of the Companies (Auditors Report) Order, 2003 are not applicable to the Company for the year under date, which is specifically reported herein.

ii) In respect of its Fixed Assets:

a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) As explained to us, the Fixed Assets are being physically verified at reasonable intervals, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. According to the information and explanation given to us no material discrepancies were noticed on such verification.

iii) In respect of its Inventories:

a) As explained to us, inventories were physically verified during the year by the management at reasonable intervals.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

iv) In respect of loans, secured or unsecured, granted or taken by the Company to or from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956, to the best of our knowledge and according to the information and explanations given to us:

a) The Company has taken loan from parties covered in register u/s 301 and the year end balance is Rs 435,000/- (P.Y. Rs 38,921,500/-)

b) In our opinion, the rate of interest & other terms & conditions of such loans is prima facie not prejudicial to the interest of the Company.

c) The payment of principal amount & interest (if any) during the year have been regular as per stipulations.

d) There are no overdue amounts of more than Rs. 100,000/- in respect of loan taken by the company.

v) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business for the purchase of goods, fixed assets and for the sale of goods and services. Further based on our examination and according to the information & explanation given to us we have neither come across nor have been refereed of any major weakness in the internal control.

vi) In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act 1956:

a) To the best of our knowledge and belief and according to the information and explanations given to us, transactions that needed to be entered into the register have been so entered.

b) According to the information and explanations given to us, the transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vii) In our opinion and according to the information and explanation given to us, the Company has not accepted deposits from the public as per section 58A and 58AA of the Companies Act, 1956.

viii) In our opinion, the internal audit functions carried out during the year by the Companys internal audit department have been commensurate with the size and the nature of its business.

ix) According to information and explanation given to us, the maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub section (1) of section 209 of the Companies Act, 1956.

x) According to the information and explanations given to us, in respect of statutory and other dues:

a) The Company has been regular in depositing undisputed statutory dues, including, Sales Tax, Custom Duty, Cess and any other statutory dues applicable to the Company with the appropriate authorities during the year. The outstanding Income tax dues of various Assessments year is Rs 148,753/-as at date.

b) There are no undisputed statutory dues outstanding as on 31st March 2010, for the period of more than six months, from the date of becoming payable. Except as stated in clause x (a) of the report.

xi) According to the information and explanations given to us, the Company has no accumulated losses, as at 31st March, 2010 and the Company has not incurred cash losses in the immediate preceding financial year.

xii) According to the records of the Company examined by us and the information and explanation given to us, we are of the opinion that the Company has not defaulted in the repayment of dues of financial institutions and banks.

xiii) The provision of any special statute applicable to the chit fund/nidhi/mutual benefit fund /societies is not applicable to the Company.

xiv) In our opinion and according to the information and explanation given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of clause 4 (xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

xv) According to information and explanations given to us, the Company has not granted any loan and advances on the basis of security by way of pledge of shares, debentures and other securities.

xvi) In our opinion and according to information and explanations given to us, no guarantees have been given by the Company for loans taken by others from banks or financial Institutions.

xvii) According to cash flow statements and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment and vice versa, other than temporary deployment pending application,

xviii) The Company has made preferential allotment of 950,000 equity shares to two parties covered in the register maintained under section 301 of the Companies Act 1956.

xix) According to information and explanations given to us, the Company has not issued any debentures and hence clause xix is not applicable.

xx) The Company has raised money during the year and on the basis of examination and according to the information & explanation given to us, we are of the opinion that the said funds have been utilized for financing the working capital requirement of the Company and its subsidiary.

xxi) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practice in India and to the best of our knowledge and belief and according to the information and explanation given to us, we have neither come across any material fraud on or by the Company was noticed or reported during the year nor have we been informed of any such cases by the management.

Place: Mumbai For Shabbir S Bagasrawala Date: 7th July, 2010 Chartered Accountants Sd/- Proprietor M.No. 39865