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A Oneindia Venture

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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Veritas (India) Ltd.

Mar 31, 2025

1. Your Directors are pleased to present the Fortieth (40^th) Annual Report together with the Audited Financial
Statements (Standalone & Consolidated) for the year ended March 31, 2025.

2. PERFORMANCE AT A GLANCE:

The Standalone and Consolidated Financial Statements of the Company for the Financial Year 2024-25 have
been prepared in accordance with the Indian Accounting Standards (Ind AS), read with the provisions of
Section 129 and other applicable provisions, if any, of the Companies Act, 2013 (âthe Actâ) rules framed
thereunder and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 as amended (âSEBI Listing Regulationsâ) and form a part of this Annual Report.

The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect
in a true and fair manner, the form and substance of transactions and reasonably present the Companyâs state
of affairs, profits and cash flows for the year ended March 31, 2025.

Following are the comparative figures of the operations of the Company for the financial year ended March
31, 2025 vis-a-vis previous year ended March 31, 2024:

The detailed Financial Statements are also available on the website of the Company and can be accessed at
the web link: https://www.veritasindia.net/annual-reports

Particulars	Standalone		Consolidated
Particulars	2024-2025	2023-2024	2024-2025	2023-2024
Revenue from Operations (Net)	32,314.09	24,532.48	4,09,904.68	3,85,453.46
Other Income	144.38	226.86	486.97	5,689.68
Total Expenses	31,989.67	24,278.57	3,99,000.83	3,72,354.43
Profit before Tax	468.80	480.76	11,390.82	18,788.71
Tax Expenses:
a) Current tax	173.35	167.24	173.35	167.24
b) Deferred tax	(42.79)	12.58	(42.79)	12.58
c) MAT Credit	(95.63)	(76.34)	(95.63)	(76.34)
d) Adjustment of Earlier Years	-	-	-	0.09
Total Tax Expenses	34.93	103.48	34.93	103.57
Profit after Tax	433.88	377.27	11,355.89	18,685.14
Comprehensive income for the Period	12.99	(1.63)	2,942.89	1,328.73
Total Comprehensive Income	446.87	375.64	14,298.78	20,013.87
Earnings per equity shares
a) Basic	1.62	1.41	42.36	69.69
b) Diluted	1.62	1.41	42.36	69.69

On standalone basis, revenue from operations for the financial year 2024-25 was '' 32,314.09 lakhs as
compared to '' 24,532.48. lakhs in the previous year. Profit after Tax(PAT) for the year was '' 433.88 lakhs as
compared to '' 377.27 lakhs in the previous year.

On consolidation basis, revenue from operations for the financial year 2024-25 was '' 4,09,904.68 lakhs as
compared to '' 3,85,453.46 lakhs in the previous year. Profit after Tax for the year was '' 11,355.89 lakhs as
compared to '' 18,685.14 lakhs in the previous year.

3. STATE OF COMPANYâS AFFAIRS:

Fiscal Year 2024-25 highlighted Indiaâs continued resilience and growth momentum against a backdrop
of persistent global uncertainty. While advanced economies grappled with sluggish growth, geopolitical
tensions, including tariff barriers in some advanced markets, and tight monetary conditions, India reinforced
its position as the worldâs fastest-growing major economy, delivering GDP growth of 6.4-6.6%. This
performance reflected strong domestic demand, proactive government policies, and the sustained dynamism
of the services and industrial sectors.

The Indian economy witnessed encouraging gains in employment and private consumption, supported by
favourable policy measures and new investments, providing a promising foundation for sustainable business
growth. Against this backdrop, our Company remained steadfast in its commitment to long-term value
creation for stakeholders, leveraging operational excellence and adaptability across all business verticals.

During the year, your Companyâs operations consistently adhered to global standards while responding
effectively to industry fluctuations. Financial performance remained resilient, with revenues recording a
6.34% increase over the previous yearâa notable achievement amid global uncertainties and sector-specific
challenges. This performance reflects both the underlying strength of our business model and our focus on
building sustainable growth platforms for the future.

4. SHIFTING OF REGISTERED OFFICE:

During the period under review, the Registered Office of the company has been shifted from 70 Mint Road,
3rd floor, Veritas House, Fort-Mumbai-400 001 to Floor-1, Plot-18, Vakil Building, S. S. Ram Gulam Marg, New
Custom House, Ballard Estate., M.P.T., Mumbai 400001.

5. DIVIDEND & RESERVES:

The Board of Directors (âBoard) is pleased to recommend a dividend@ '' 0.05/- (Five paise) per Equity Share
on 2,68,10,000 Equity Shares of '' 1 each for the year ended March 31, 2025, subject to the approval of the
Shareholders at the ensuing 40th AGM.

The Company has not transferred any amount to the General Reserve during the year.

The Register of Members and Share Transfer Books of the Company will be closed from Saturday, September
20, 2025 to Friday, September 26, 2025 (both days inclusive) to determine the eligibility of shareholders to
receive the dividend for the financial year ending on March 31, 2025.

According to the Finance Act, 2020, dividend income will be taxable in the hands of the Members and the
Company is required to deduct tax at source from the dividend paid to the Members at prescribed rates as
per the Income Tax Act, 1961.

6. RECORD DATE:

The Company has fixed Friday, September 19, 2025 as the âRecord Dateâ for the purpose of determining the
entitlement of Members to receive dividend for the Financial Year 2024-2025.

7. HOLDING, SUBSIDIARIES, ASSOCIATE AND JOINT VENTURES COMPANIES:

As on March 31, 2025, Swan Corp Limited (formerly known as Swan Energy Limited) is the Holding Company
of your Company. Apart from this, your Company has 7 (Seven) subsidiariesâ including step-down subsidiaries,
operating within India and overseas subsidiaries as listed below:

Domestic Subsidiaries (Incorporated in India):

1. Veritas Infra & Logistics Private Limited, Wholly Owned Subsidiary (WOS)

2. Veritas Agro Ventures Private Limited, Wholly Owned Subsidiary (WOS)

3. Veritas Polychem Private Limited, Wholly Owned Subsidiary (WOS)

International Subsidiaries:

1. Veritas Internationa! FZE, (Wholly Owned Subsidiary incorporated in Dubai, UAE)

2. Verasco FZE (Formerly known Hazel International FZE), (Wholly Owned Subsidiary incorporated in
Sharjah UAE)

3. Veritas Global PTE Limited, (Step down subsidiary incorporated in Singapore)

4. Global Comtrade PTE Limited, (Wholly Owned Subsidiary incorporated in Singapore).

A statement in Form AOC - 1, pursuant to Section 129(3) of the Act, giving details of the subsidiary companies
of the Company is attached to the Accounts. The financial statements and related documents of the Subsidiary
companies shall be kept open for inspection at the registered office of the Company.

The Company does not have any Joint Ventures or Associate Companies.

Your Company has approved a policy for determining material subsidiaries and the same is uploaded on the
Companyâs website which can be accessed using the link https://www.veritasindia.net.

8. SHARE CAPITAL:

During the year under review, there was no Change in the authorised share capital of the Company.

During the year under review, the issued, subscribed and paid-up Equity Share Capital of the Company as at
March 31, 2025 stood at '' 2,68,10,000/- (Rupees Two Crore Sixty-Eight Lakhs Ten Thousand only) comprising
of 2,68,10,000 fully paid equity shares of '' 1/- each.

9. STATUTORY DISCLOSURES:

9.1. Management Discussion and Analysis:

As required under Regulation 34(2)(e) of the SEBI (LODR) Regulations, 2015, a Management Discussion
and Analysis is annexed to this Report- Annexure A.

9.2. Corporate Governance:

As required under Regulation 34(3) read with Schedule V (C) of the SEBI (LODR) Regulations, 2015,
a report on the âCorporate Governanceâ, together with a certificate of Secretarial Auditor, confirming
compliance of the conditions of the Corporate Governance, is annexed to this report - Annexure B.

Further, in compliance of Regulation 17(5) of the SEBI (LODR) Regulations, 2015, your Company has
adopted a âCode of Conduct and Ethicsâ for its Directors and Senior Executives.

9.3. Business Responsibility & Sustainability Report (BRSR):

The Report on BRSR is annexed to this Report under Annexure C and is available on website of the
company, https://www.veritasindia.net.

9.4. Annual Return:

In terms of Section 134 and 92 of the Companies Act 2013 (âthe Actâ), an extract of the Annual Return is
placed on the website of the Company at https://www.veritasindia.net.

9.5. Familiarization Programme for Independent Directors:

The familiarization programme is to update the Directors on the roles, responsibilities, rights and duties
under the Act and other statutes and about the overall functioning and performance of the Company.

The policy and details of familarization programme is available on the website of the Company at
https://www.veritasindia.net.

9.6. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

However, your Directors have taken appropriate care to conserve the energy during the year under
review. Your Company, in order to increase its foreign exchange earnings, is developing an export
market strategy by focusing on sales of the diverse products of the Company in the international market.

9.7. Particulars of Employees:

Pursuant to provisions of Section 136(1) of the Act and as advised, the statement containing particulars
of employees under Section 197(12) of the Act, read with Rule 5 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure D.

9.8. Number of Board & Committee Meetings:

During the year under review, 9 (Nine) Board Meetings were convened and held. The required details
are given in the Corporate Governance Report forming part of this Report.

9.9. Statement on declaration given by Independent Directors:

The Independent Directors of the Company have submitted their Declaration of Independence,
as required under the provisions of Section 149(7) of the Act, stating that they meet the criteria of
independence as provided in section 149(6) of the Act.

The Board is of the opinion that all the Independent Directors possess integrity, have relevant expertise,
experience and fulfil the conditions specified under the Act, and the Listing Regulations.

9.10. Disclosure regarding Companyâs Policies under the Companies Act, 2013:

i. Remuneration and Nomination Policy:

The Board has framed a Policy on directorsâ appointment and remuneration including criteria
for determining qualifications, positive attributes, independence of a director and other matters
provided under section 178 (3) of the Act for the directors, key Managerial Personnel and
other employees of the Company. The Policy is available on the Companyâs website at
https://veritasindia.net/downloads.

ii. Corporate Social Responsibility (CSR) Policy:

The CSR Policy includes a brief overview of the projects and / or programs proposed to be
undertaken by the Company and can be accessed at the Companyâs website at the Web-link:
https://www.veritasindia.net.

The Report on CSR is annexed to this Report as Annexure E.

iii. Whistle Blower Policy/ Vigil Mechanism:

The Company has a Whistle Blower Policy to deal with instances of fraud and mismanagement
which is available on the Companyâs website at https://www.veritasindia.net.

During the reporting period, no person has been denied access to the Chairman of the Audit
Committee.

iv. Risk Management Policy:

The Company has a structured Risk Management Policy. The Risk Management process is
designed to safeguard the organization from various risks through adequate and timely actions. It
is designed to anticipate, evaluate and mitigate risks in order to anticipate, evaluate and mitigate
risks in order to minimize its impact on the business. The potential risks are integrated with the
management process such that they receive the necessary consideration during decision making.
The Policy is available on website of the company, https://www.veritasindia.net.

v. Dividend Distribution Policy (DDP):

In terms of Regulation 43A of SEBI (LODR) Regulations, 2015, DDP is disclosed on the website of
the company. The weblink for the same is as under:

https://www.veritasindia.net/admin/reportpdf/10.%20Dividend%20Distribution%20Policy.pdf.

vi. Related Party Transactions(RPTs):

The Company has a well-defined process of identification of related parties and transactions there
with, its approval and review. The disclosures of RPTs and Policy for the same is hosted on the
Companyâs website at https://www.veritasindia.net.

All the Related Party Transactions entered into during the financial year were on an armâs
length basis and were in the ordinary course of business. Related Party Transactions (RPTs)
entered into by the company during the financial year, which attracted provisions of section 188
of the Companies Act, 2013 and as defined under regulation 23 of listing regulations, 2015, a
detailed disclosure of these transaction with the related parties are provided in the Notes to the
Financial Statements.

There were no transaction requiring disclosure under section 134(3)(h) of the Act, hence the
prescribed Form AOC-2 does not form a part of this report.

During the year 2024-25, pursuant to section 177 of the Companies Act, 2013 and regulation
23 of Listing Regulations, 2015, all RPTs were placed before the Audit Committee for its approval.
Members are requested to refer note no. 41 forming part of the Annual Audited Financial
Statements which set out related party disclosure.

The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board may be accessed on the Companyâs website at
https://www.veritasindia.net.

The Policy intends to ensure that proper reporting; approval and disclosure processes are in
place for all transactions between the Company and Related Parties. This Policy specifically deals
with the review and approval of Material Related Party Transactions keeping in mind the potential
or actual conflicts of interest that may arise because of entering into these transactions. All the
Related Party Transactions entered in the Ordinary Course of Business and at Armâs Length were
reviewed and approved by the Audit Committee. All Related Party Transactions are placed before
the Audit Committee for its review on a quarterly basis.

9.11. Particulars of loans, Guarantees or Investments by Company:

Details required to be disclosed pursuant to the provisions of Section 186 of the Act are disclosed in the
Note no. 43 to the Financial Statements and forms a part of this Annual Report.

10. Auditors:

10.1 Statutory Audit

M/s. Shabbir & Rita Associates LLP, Chartered Accountants, Statutory Auditors (Firm Registration
No. 109420W) were appointed as Statutory Auditors of the Company at the 37^th AGM held on
September 30, 2022 for a period of five consecutive years, to hold office from the conclusion of
37^th AGM until Conclusion of 42^nd AGM.

There is no qualification, reservation or adverse remark or disclaimer by the Auditors in their reports.
Hence, Report of the auditors, read with the notes to the financial statements, is self explanatory and
need no elaboration.

10.2 Cost Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of
Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

10.3 Secretarial Audit:

Pursuant to recommendation of Audit Committee, The Board has appointed M/s. JMJA & Associates
LLP, Practicing Company Secretaries to undertake secretarial audit of the company pursuant to
Section 204 of the Companies Act, 2013.

The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed as Annexure F and
forms part of this Report.

The Board of Directors have appointed M/s SKJP & Associates, [Peer reviewed certificate no. 6740/2025]
as the Secretarial Auditor of the Company for a first term of five consecutive years commencing from
financial year 2025-2026 till the financial year 2029-2030, subject to approval of the shareholders of
the Company at the ensuing Annual General Meeting.

11. COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI:

In terms of Section 118 (10) of the Act, the Company states that the applicable Secretarial Standards i.e.,
SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of Board of
Directors and General Meetings respectively, have been duly complied with.

12. FINANCE:

Your company has been regular in meeting its obligations towards payment of Principal/Interest to the Banks
and other institutions.

13. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROLS:

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement
and monitor the risk management plan for the Company. The Committee is responsible for monitoring and
reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional
oversight in the area of financial risks and controls. The major risks identified by the businesses and functions
are systematically addressed through mitigating actions on a continuing basis.

Your Company has in place adequate internal financial controls with reference to financial statements,
commensurate with the size, scale and complexity of its operations. These controls have been identified by
the management and are checked for effectiveness across all locations and functions by the management
and tested by the Auditors on a sample basis. The controls are reviewed by the management periodically and
deviations, if any, are reported to the Audit Committee periodically.

During the year, such controls were tested and no reportable material weaknesses in the design or operation
were observed.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL [KMP]:

All appointments of Directors are made in accordance with the relevant provisions of the Companies Act,
2013 and the Rules framed thereunder and the SEBI Listing Regulations.

Retirement by rotation:

At the ensuing AGM, Mr. Arun S. Agarwal (DIN: 02044613), retires by rotation and being eligible, offers himself
for re-appointment.

Appointments / Cessation:

i. Mr. Virat Dantwala (DIN: 10750573) and Mr. Arun S. Agarwal (DIN: 02044613) were appointed as
Executive Director at the 39^th AGM held on September 24, 2024.

ii. Ms. Bhagyashri Dixit (DIN:10952866) was appointed as an Independent Woman Director by the
Board for the first term of 5 years, from August 13, 2025 to August 12, 2030, subject to approval of
shareholders at the ensuing 40^th AGM, to be held on September 26, 2025.

iii. Mr. Deepak Mane (DIN: 02368492) was appointed on May 29, 2025 and has resigned on
August 13, 2025 as an Independent Director.

iv. Ms. Purvi Matani resigned as an Independent Director with effect from December 13, 2024.

v. Mr. Nikhil Merchant (DIN: 00614790) and Mr. Vivek Merchant (DIN:06389079) resigned as
Executive Directors with effect from August 30, 2024.

vi. Mr. Dhruvkumar Trivedi was appointed on May 29, 2024, and has resigned on July 8, 2024 as
Company Secretary of the company.

vii. Mr. Arun S. Agarwal was appointed as the Director and Company Secretary of the Company with effect
from August 30, 2024.

viii. Mr. Rajaram Shanbhag, Chief Financial Officer of the Company, has resigned w. e. f. May 31, 2025.

ix. Mr. Rakesh Bharucha was appointed as Chief Financial Officer of the Company w.e.f. August 13, 2025.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

None of the Directors of the Company are disqualified in accordance with Section 164 of the Companies
Act, 2013. Further, as per the SEBI Listing Regulations, the Company has received Certificate from M/s. JMJA
& Associates Practicing Company Secretaries, certifying therein that none of the Directors on the Board
have been debarred or disqualified from being appointed or continuing as Directors of Companies by the
Securities and Exchange Board of India/ Ministry of Corporate Affairs or any such other statutory authority.

Key Managerial Personnel

The following personnel have been designated as Key Managerial Personnel (KMP) of the Company
pursuant to Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 as on March 31, 2025.

a)	Mr. Paresh Merchant	Managing Director
b)	Mr. Rajaram Shanbhag Mr. Rakesh Bharucha	Chief Financial Officer (upto May 31, 2025) Chief Financial Officer (w.e.f. August 13, 2025)
c)	Mr. Dhruvkumar Trivedi Mr. Arun S. Agarwal	Company Secretary (upto July 8, 2024) Company Secretary (w.e.f. August 30, 2024)

15. GENERAL DISCLOSURES: -

During the financial year under review:

1. Performance evaluation of the Board:

Pursuant to the Section 134 of the Act and SEBI (LODR) Regulations 2015, the Board has carried out
an annual evaluation of its own performance, all the committees and Individual Directors including
chairman of the Board.

2. Change in the nature of the business:

There was no change in the nature of business of the Company;

3. Deposits:

The Company has not accepted any deposits from public;

4. Significant and material orders passed:

There were no significant and material orders passed by the regulators or courts or tribunals impacting
the going concern status and companyâs operations in future;

5. Prevention of Sexual Harassment of Women at Workplace:

The Company has constituted a committee in compliance of the provisions of âSexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013â.

During the year under review, no complaint pertaining to sexual harassment at work place has been
received by the Company. The following is the status of complaint received and resolved during the
financial year:

- Number of complaints received: Nil

- Number of complaints disposed off: Nil

- Number of complaints pending beyond 90 days: Nil

6. Compliance with the Maternity Benefit Act, 1961:

The company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable
amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and
supportive workplace for women employees. All eligible women employees are provided with Maternity
Benefits as prescribed under the Maternity Benefit Act.

7. Proceedings under Insolvency and Bankruptcy Code, 2016 (âIBCâ):

There were no applications made or any proceedings pending under IBC by or against the Company.

8. Details of one-time settlement:

There were no instances of one time settlement with any Banks or Financial institutions;

9. Giving of loan for purchase of shares;

The Company has neither made any provision of money nor provided any loan to the employee of the
company for subscription to/purchase of shares of the company, pursuant to section 67 of the Act and
rules made thereunder.

10. Fraud Reporting:

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

11. Material changes and commitments:

There were no significant material changes and commitments, affecting the financial position of the
company which have occurred between the end of the financial year of the company to which the
financial statements relate and the date of the report.

16. COMMITTEES OF THE BOARD:

There are various Board constituted committees as stipulated under the Act and SEBI Listing Regulations
namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee,
Corporate Social Responsibility Committee and Risk Management Committee. Brief details pertaining to
composition, terms of reference, meeting held and attendance there at of these committees during the year
has been enumerated in the Corporate Governance Report.

17. DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

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

b) appropriate accounting policies have been selected and applied them consistently, Judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at March 31, 2025 and of the profit of the Company for the year ended on that date;

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

d) the Annual accounts have been prepared on a âgoing concernâ basis;

e) Internal financial controls have been laid down and followed by the company and that such controls are
adequate and are operating effectively;

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

18. INDUSTRIAL RELATIONS:

The relationship with all the concerned continued to remain harmonious and cordial throughout the year
under review.

19. APPRECIATION:

The Directors place on record their appreciation for support and timely assistance from Financial Institutions,
Banks, Government Authorities and above all, its Shareholders, who have extended their valuable support to
the Company.

The Directors also wish to appreciate sincere and dedicated efforts and services by all the employees/staff.

For and on Behalf of the Board of Directors
Veritas (India) Limited

Paresh Merchant

Managing Director
DIN: 00660027

Place: Mumbai
Date: August 13, 2025

Mar 31, 2024

Your Board of Directors (âBoard'') is pleased to present the 39^th Annual Report on the business and operations of the Veritas (India) Limited (âCompanyâ) along with the audited accounts for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

The Company follows Indian Accounting Standards (IND AS), the financial performance of your company for the financial year ended March 31, 2024 is summarized below:

Particulars	Standalone		Consolidated
Particulars	2023-2024	2022-2023	2023-2024	2022-2023
Revenue from Operations (Net)	24,532.48	22,793.44	3,85,453.46	2,16,322.41
Other Income	226.86	675.39	5,689.68	474.20
Total Expenses	24,278.57	23,001.14	3,72,354.43	2,07,244.38
Profit before Tax	480.76	467.70	18,788.71	9,552.22
Tax Expenses:
a) Current tax	167.24	78.88	167.24	79.01
b) Deferred tax	12.58	(8.05)	12.58	(8.05)
c) MAT Credit	(76.34)	-	(76.34)	-
d) Adjustment of Earlier Years	-	-	0.09	-
Total Tax Expenses	103.48	70.83	103.57	70.96
Profit after Tax	377.27	396.87	18,685.14	9,481.26
Comprehensive income for the Period	(1.63)	3.74	1,328.73	6,177.55
Total Comprehensive Income	375.64	400.61	20,013.87	15,658.81

Earnings per equity shares
a) Basic	1.41	1.48	69.69	35.36
b) Diluted	1.41	1.48	69.69	35.36

STATE OF COMPANY''S AFFAIRS

Fiscal year 2023-24 has been marked by significant uncertainties in the global business landscape. The worldwide economy experienced a notable slowdown in growth compared to the previous year, attributed to stringent financial conditions, the ongoing Russia-Ukraine conflict, and the lingering impacts of the COVID-19 pandemic. However, India has demonstrated remarkable resilience, driven by robust domestic demand and substantial government-backed investments. This has enabled the country to exhibit a steady growth trajectory, surpassing the United Kingdom to become the world''s fifth-largest economy following its recovery from successive waves of the pandemic.

The Indian economy has witnessed notable gains in employment and private consumption, coupled with favorable policies and new investments, indicating a promising outlook for sustainable business growth. Our company remains steadfast in its commitment to delivering sustainable growth and long-term value creation for its stakeholders. Through our unwavering focus on operational excellence, we have achieved impressive results across all business verticals.

Notably, your Company has maintained its commitment to maintaining the global standards, while our operations have showcased adaptability amidst industry fluctuations. Financial performance has been strong, with the revenues showcasing an increase of 3% as compared to the past year which represents a significant increase amidst the challenges which have surfaced during the year.

PERFORMANCE AT A GLANCE:

The Standalone and Consolidated Financial Statements of the Company for the Financial Year 202324 have been prepared in accordance with the Indian Accounting Standards (Ind AS), read with the provisions of Section 129 and other applicable provisions, if any, of the Companies Act, 2013 (âthe Actâ) rules framed thereunder and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (âSEBI Listing Regulationsâ) and form a part of this Annual Report.

The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the year ended March 31, 2024.

Following are the comparative figures of the operations of the Company for the financial year ended March 31, 2024 vis-a-vis previous year ended March 31, 2023:

Revenue - Standalone (Rs. in Lakhs)

Standalone revenue from operations is Rs. 24,532.48 as compared to previous year''s revenue of Rs. 22,793.44/-.

Revenue - Consolidated (Rs. in Lakhs)

Consolidated revenue from operations increased to Rs. 3,85,453.46 as compared to previous year''s revenue of Rs. 2,16,322.41/-

Profit Standalone (Rs. in Lakhs)

Standalone Profit after Tax is Rs. 377.27 as compared to previous year''s profit after tax of Rs. 396.87/-

Profit Consolidated (Rs. in Lakhs)

Consolidated Profit after Tax is Rs. 18,685.14 /- as compared to previous year''s profit after tax of Rs. 9,481.26 /-

The detailed Financial Statements are also available on the website of the Company and can be accessed at the web link: http://www.veritasindia.net/annual-reports.asp

DIVIDEND

Your Board is pleased to recommend a dividend of Re. 0.05/- (Five paise) per Equity Share of the face value of Re. 1/- (Rupee One only) each for the financial year ended March 31, 2024 aggregating

to about Rs. 13,40,500/- (Rupees Thirteen Lakhs Forty Thousand Five Hundred Only) payable to the shareholders whose names appear in the Register of Members as on the Book Closure date. The Dividend is payable subject to the approval of the Shareholders at the ensuing Annual General Meeting of the Company.

The Board of your Company has fixed Tuesday, September 17, 2024 as the ''Record Date''/ ''Cut-off'' date for the purpose of determining entitlement of the Members to the final Dividend for the Financial year 2023-24, if declared at the AGM

TRANSFER TO RESERVES

Your Company does not propose to transfer any amount to the General Reserve.

UNPAID / UNCLAIMED DIVIDEND

Members are requested to note that as per Section 124 of the Companies Act, 2013, Dividends not claimed within seven years from the date of transfer to the Company''s Unpaid Dividend Account shall be transferred to the Investor Education and Protection Fund of the Government (âIEPFâ). Unclaimed Dividends as per details given in the table below and are due to be transferred to the ''Investor Education and Protection Fund''.

Financial Year	Type of Dividend	Date of Declaration	Due Date for Transfer to IEPF
2016-17	Final Dividend	22-Sep-2017	26-Nov-2024
2017-18	Final Dividend	28-Sep-2018	2-Dec-2025
2018-19	Final Dividend	27-Sep-2019	1-Dec-2026
2019-20	Final Dividend	30-Sep-2020	4-Dec-2027
2020-21	Final Dividend	30-Sep-2021	4-Dec-2028
2021-22	Final Dividend	30-Sep-2022	4-Dec-2029
2022-23	Final Dividend	22-Sep-2023	26-Nov-2030

Further, those Members who have not, so far, encashed these Dividend warrants or any subsequent Dividend warrants may claim or approach our Registrar and Transfer Agents viz. Link Intime India Pvt. Ltd, or the Company for payment thereof. Members are hereby informed that the Unclaimed Dividend amount shall be transferred by the Company to the IEPF as per abovementioned due date(s) or such other period as may be specified under the Companies Act, 2013 and rules made thereunder, from time to time and no claims will be entertained by the Company for any unclaimed Dividend transferred to the IEPF. The details of unclaimed Dividends and its due dates for transfer to the IEPF are available on the website of the Company: www.veritasindia.net

CHANGE IN MANAGEMENT CONTROL

Swan Energy Limited (the âAcquirerâ) has entered into a Share Purchase Agreement (âSPAâ) dated May 20, 2022 with the erstwhile promoters of the Company by which the Acquirer has acquired 55.00% of the equity share capital of the Company. The Acquirer has made an Open Offer in Regulations 3(1) & 4 of the SEBI (SAST) Regulations. Swan Energy Limited in pursuant to the signed SPA and announcement made acquired the said stake in the Company and accordingly, Veritas (India) Limited has become a subsidiary w.e.f. January 20, 2023.

Subsequently, the Company has received the approval letter dated April 27, 2023 from Bombay Stock Exchange (BSE) accordingly the current promoter of the Company is Swan Energy Limited holding 55.00% of the Equity Share Capital of the Company

Below are the List of Outgoing Promoter of the Company with effect from April 27, 2023

Sr. No. Name of Outgoing Promoter Category

1. Ms. Niti Nitin Kumar Didwania Promoter

2. Mr. Nitin Kumar Deendayal Didwania Promoter

3. Groupe Veritas Limited Promoter

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

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year of the Company i.e., March 31, 2024 and the date of the Board Report.

HOLDING, SUBSIDIARY, ASSOCIATE AND JOINT VENTURES COMPANIES

As on March 31 2024, Swan Energy Limited is the Holding Company of your Company. Apart from this your Company has 6 (Six) subsidiaries'' including step-down subsidiary operating within India and overseas subsidiaries as listed below:

Domestic Subsidiaries (Incorporated in India):

1. Veritas Infra & Logistics Private Limited, Wholly Owned Subsidiary (WOS)

2. Veritas Agro Ventures Private Limited, Wholly Owned Subsidiary (WOS)

3. *Veritas Polychem Private Limited, Wholly Owned Step-down Subsidiary (WOS)

*During the year, Veritas Polychem Private Limited, Wholly Owned Subsidiary (WOS) was amalgamated with Veritas Petro Industries Private Limited, Wholly Owned Subsidiary (WOS) under the scheme of Amalgamation for purpose of simplification of group structure. Subsequently the NCLT has approved the scheme and passed the order on September 21, 2022, as per the Amalgamation Scheme there was rationale for the name change of the ''transferee Company'' therefore the Company has changed the name of the Company from ''Veritas Petro Industries Private Limited'' to ''Veritas Polychem Private Limited''from June 05,2023.

International Subsidiaries:

1. Veritas International FZE, (Wholly Owned Subsidiary incorporated in Dubai, UAE)

2. Verasco FZE (Formerly known Hazel International FZE), (Wholly Owned Subsidiary incorporated in Sharjah UAE)

3. Veritas Global PTE Limited, (Wholly Owned Subsidiary incorporated in Singapore)

During the financial year ended March 31, 2024, the Board of Directors reviewed the affairs of Company''s subsidiaries as mentioned above. Pursuant to Section 129(3) of the Companies Act, 2013 and new IND AS (Accounting Standards) issued by the Institute of Chartered Accountant of India, Consolidated Financial Statement presented by the Company includes the financial statements of its subsidiaries.

A separate statement containing the salient features of the financial performance of subsidiaries in the prescribed Form AOC-1 is annexed to the financial statements of the Company. The Audited

Consolidated financial statements together with Auditors'' Report form an integral part of the Annual Report.

In terms of provisions of Section 136 of the Companies Act, 2013, the Company shall place separately audited/unaudited accounts of each of its subsidiaries on its website at www.veritasindia.net and the same shall be available for inspection by the Members at the registered office of the Company during the business hours on all working days between 10.30 A.M. to 5.30 P.M. except Saturdays and Sundays up to the date of ensuing AGM. Any members interested for obtaining a copy of the said financial statements shall write to the Investor Relations Department at the Registered Office of the company.

Your Company has approved a policy for determining material subsidiaries and the same is uploaded on the Company''s website which can be accessed using the link https://www.veritasindia.net

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations, performance and future outlook of your Company, Subsidiaries and its Business are given in the Management Discussion and Analysis, as required under the SEBI Listing Regulations, which is provided in separate section and forms integral part of this Report.

INTERNAL FINANCIAL CONTROLS

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

PARTICULARS OF CONTRACTS OR AGREEMENTS ENTERED INTO WITH RELATED PARTIES

During the year under review, your Company has entered into transactions with the related parties as defined under Section 2(76) of the Companies Act, 2013 read with the Rules made there under and the Listing Regulations. All related party transactions are in the ordinary course of business and are on arm''s length basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 was not required. Details of transactions made are disclosed in financial statements. All related party transactions are presented to the Audit Committee and the Board. Omnibus approval was obtained for the transactions which are foreseen and repetitive in nature.

In line with the provisions of the Companies Act, 2013 and Regulation 23 of the Listing Regulations, your Company has formulated a policy on Materiality of Related Party Transaction and on dealing with related party transactions duly approved by the Board and is uploaded on the website of the Company and can be accessed at: https://www.veritasindia.net/quarterly-performance

The details of the transactions with related parties and the status of outstanding balances as per Accounting Standard 18 are set out in Note no. 41 to the Standalone Financial Statements forming part of this report.

AUDITORS AND AUDITORS'' REPORT

STATUTORY AUDITOR AND STATUTORY AUDITORS REPORT

At the 37^th (Thirty-Seventh) AGM held on September 30, 2022, the Members approved the appointment of M/s. Shabbir & Rita Associates LLP, Chartered Accountants, Statutory Auditors (Firm Registration No.109420W) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the forty second AGM to be held in the year 2027.

The Independent Auditors'' report on financial statements, including consolidated financial statements of the Company for the year ended March 31,2024, issued by M/s. Shabbir & Rita Associates LLP, Chartered Accountants, Statutory Auditors of the Company, are enclosed with financial statements in this Annual Report. There are no qualifications, reservations, adverse remarks or disclaimers given by the Statutory Auditors in their reports. The notes on financial statements referred to in the Statutory Auditors'' Report are self-explanatory and do not call for any further comments.

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

SECRETARIAL AUDIT REPORT

The Board has appointed M/s. JMJA & Associates LLP, Practicing Company Secretaries to undertake secretarial audit of the company pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report for the financial year ended March 31, 2024 as submitted by them is annexed as Annexure I and forms part of this Report.

REPORTING OF FRAUDS BY AUDITORS

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

SECRETARIAL STANDARDS

To the best of our understanding and knowledge, it is hereby confirmed that during the year under review, your Company has complied with applicable Secretarial Standards i.e., SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

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

The details of Loans and Investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, for the Financial Year Ended 2023-2024 are given in the Standalone Financial Statements. (Note No. 40 to the Standalone Financial Statements).

PUBLIC DEPOSIT

During the year under review, your Company did not invite or accept any Deposits covered under Chapter V of the Companies Act, 2013 (âActâ). There were no outstanding deposits within the meaning of Sections 73 and 74 of the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014, at the end of the year under review.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

BOARD AND COMMITTEES

DIRECTORS AND KEY MANAGERIAL PERSONS

As on March 31, 2024, the Company has 6 (Six) Directors comprising of 1 (one) Executive Director (Managing Director) and 5 (Five) Non-Executive Directors out of which 3 (Three) are Independent Directors. The Board comprises of 1 (One) Independent Woman Director as well.

Appointment and Cessation

All appointments of Directors are made in accordance with the relevant provisions of the Companies Act, 2013 and the Rules framed thereunder and the SEBI Listing Regulations.

Ms. Kamala Aithal (DIN: 07832519) has resigned from the position of the Independent Director of the Company with effect from April 26, 2023 due to preoccupancy of her.

During the year under review, there has been a change in designation of Mr. Nikhil Merchant (DIN: 00614790) from Chairman and Managing Director to Non-executive and Non-Independent Director with effect from December 28, 2023.

On the basis of recommendation of Nomination and Remuneration and the approval of the same by the Board, Mr. Paresh V. Merchant (DIN: 00660027) is appointed as a Managing Director on December 28, 2023 for period of three years. The said appointments were subsequently approved by the members at the Extra Ordinary General Meeting (EGM) of the Company held on March 21, 2024.

Thereafter, Mr. Kunal Sharma (DIN: 03553398) tendered his resignation from the Board of Veritas (India) Limited effective from February 21, 2024 due to pre-occupation with other work and assignments at this point of time and there are no other material reasons for resignation. The Board places on record its appreciation of the invaluable services as a Non-Executive - Non Independent Director of the company.

On the basis of recommendation of Nomination and Remuneration and the approval of the same by the Board, Mr. Virat Dantwala (DIN: 10750573) is appointed as an Additional Director, liable to retire by rotation, on August 30, 2024 subject to approval of the shareholders at the ensuing 39^th Annual General Meeting. Brief resume/details relating to Mr. Virat Dantwala have been furnished in the notice.

On the basis of recommendation of Nomination and Remuneration and the approval of the same by the Board, Mr. Arun Agarwal (DIN: 02044613) is appointed as a Company Secretary and Additional Director, liable to retire by rotation, on August 30, 2024 subject to approval of the shareholders at the ensuing 39^th Annual General Meeting. Brief resume/details relating to Mr. Arun Agarwal have been furnished in the notice.

Mr. Vijay Shah (DIN: 03502649) and Mrs. Purvi Matani (DIN: 08536917), the Independent Directors of your Company reappointed by the NRC Committee and Board on August 13, 2024 and being eligible offer themselves for re-appointment for a further term of five years.

Further Mr. Nikhil Merchant tendered his resignation from the Board of Veritas (India) Limited effective from August 30, 2024 due to preoccupation with other assignment and there is no other material reasons for resignation. The Board places on record its appreciation of the invaluable services.

Further Mr. Vivek Merchant tendered his resignation from the Board of Veritas (India) Limited effective from August 30, 2024 due to preoccupation with other assignment and there is no other material reasons for resignation. The Board places on record its appreciation of the invaluable services.

On recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on August 13, 2024 reappointed Mr. Vijay Shah (DIN: 03502649) and Mrs. Purvi Matani (DIN: 08536917) as the Independent Directors for a second term of five years effective from August 14,2024 subject to approval of the shareholders at the ensuing 39^th Annual General Meeting. However, as such appointment is subject to the approval of the shareholders a special resolution in connection with the same has been included in the notice of the 39^th Annual General Meeting of the Company. Brief resume/details relating to Mr. Vijay Shah and Mrs. Purvi Matani have been furnished in the notice and the Board recommends the reappointment of the concerned Directors.

Appropriate resolutions seeking reappointment of the concerned Directors form a part the Notice convening the 39^th Annual General Meeting of the Company

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

None of the Directors of the Company are disqualified in accordance with Section 164 of the Companies Act, 2013. Further, as per the SEBI Listing Regulations, the Company has received Certificate from M/s. JMJA & Associates LLP Practicing Company Secretaries that none of the Directors on the Board have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India/ Ministry of Corporate Affairs or any such other statutory authority.

RETIREMENT BY ROTATION

Key Managerial Personnel

The following personnel have been designated as Key Managerial Personnel (KMP) of the Company pursuant to Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) Mr. Paresh Merchant	Managing Director
b) Mr. Rajaram Shanbhag	Chief Financial Officer
c) Mr. Arun Agarwal	Company Secretary and Director (Appointed w.e.f August 30, 2024)

Except as mentioned above, there has been no change in the composition of Board and Key Managerial Personnel of the Company, during the year under review.

DECLARATION BY THE INDEPENDENT DIRECTORS

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

EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND DIRECTORS

The evaluation was done by the way of a structured questionnaires covering various aspects of the Board functioning, amongst others vision, strategy & role clarity of the Board, Board dynamics & processes, contribution towards development of the strategy, risk management, budgetary controls, receipt of regular inputs and information, functioning, performance & structure of Board Committees, ethics & values, skill set, knowledge & expertise of Directors, leadership etc.

A separate exercise was carried out by the Nomination and Remuneration Committee of the Board to evaluate the performance of individual Directors. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Managing Director of the Company was also carried out by the Independent Directors, considering the views of the Executive Director. The Directors expressed their satisfaction with the evaluation process.

FAMILIARIZATION PROGRAMME FOR DIRECTORS

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

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

POLICY ON CRITERIA FOR APPOINTMENT /REMOVAL OF DIRECTORS AND REMUNERATION OF DIRECTORS

As part of good governance and also in accordance of the requirement of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a policy for Board Diversity, Appointment, Remuneration, Training and Evaluation of Directors and Employees. The Policy inter alia includes criteria for determining qualifications, experience, expertise in any particular domain, positive attributes, independence of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013.

The details of such Nomination and Remuneration Policy on the appointment of Directors and remuneration is annexed as Annexure VII and forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134f3)fC) OF THE COMPANIES ACT, 2013

Pursuant to provisions under Section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and belief and based on the information and explanations provided to them, confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures from the same;

b) appropriate accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

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

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

e) Proper internal financial controls have been devised to ensure compliance with all applicable laws and that such internal financial controls are adequate and are operating effectively; and

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

MEETINGS OF THE BOARD

During the financial year ended March 31, 2024, 9 (Nine) meetings of the Board of Directors were held. Meetings were held on April 06, 2023, April 27, 2023, May 18, 2023, August 09, 2023, August 25, 2023, November 06, 2023, December 28, 2023, January 30, 2024 and February 26, 2024 respectively. The details of attendance of Board of Directors and its Committees in respective meetings are mentioned in the Corporate Governance Report under the heading âBoard of Directorsâ forming part of this Annual Report. The maximum interval between any two consecutive meetings did not exceeded 120 days. The details regarding the Board Meeting and the composition is provided in the Corporate Governance Report.

BOARD COMMITTEES

In compliance with various regulatory requirements, several Board-level Committees have been constituted to delegate matters that require greater and more focused attention.

Details on the constitution, brief terms of reference, meetings held and attendance of all the Board-level Committees are given in the Corporate Governance Report which forms part of this Annual Report. A brief overview of some of the Board-level Committees is furnished below:

Audit Committee of the Board (''ACB'')

The ACB met four (4) times during FY 2023-24 i.e., on May 18, 2023, August 09, 2023, November 06, 2023 and January 30, 2024. All recommendations made by the ACB during the year were accepted by the Board. Further, the ACB comprises of the following members as on the date of this report

Mrs. Purvi Matani	- Chairperson (Independent Director)
Mr. Vijay Shah	- Member (Independent Director)
Mr. Kunal Sharma ¹	- Member (Non-Executive - Non-Independent Director)
Mr. Vivek Merchant ¹	- Member (Non-Executive - Non-Independent Director)

With effect from February 21,2024, Mr. Kunal Sharma ceased to be a member of the Audit Committee and thus Mr. Vivek Merchant was accordingly appointed as a member of the Audit Committee

Nomination and Remuneration Committee (''NRC'')

The NRC met one (1) times during the FY 2023-24 i.e. December 28, 2023 Further, the NRC comprised of the following members as on the date of this report:

Mrs. Purvi Matani	- Chairperson (Independent Director)
Mr. Vijay Shah	- Member (Independent Director)
Mr. Kunal Sharma¹	- Member (Non-Executive - Non-Independent Director)
Mr.Vivek Merchant ¹	- Member (Non-Executive - Non-Independent Director)

With effect from February 21, 2024, Mr. Kunal Sharma ceased to be a member of the Nomination and Remuneration Committee and thus Mr. Vivek Merchant was accordingly appointed as a member of the Nomination and Remuneration Committee

Stakeholders Relationship Committee (''SRC'')

The SRC met one (1) time during FY 2023-24 i.e., on February 26, 2024.

Further, the SRC comprised of the following members as on the date of this report:

Mrs. Purvi Matani	- Chairperson (Independent Director)
Mr. Vijay Shah	- Member (Independent Director)
Mr. Kunal Sharma ¹	- Member (Non-Executive - Non-Independent Director)
Mr. Vivek Merchant ¹	- Member (Non-Executive - Non-Independent Director)

With effect from February 21, 2024, Mr. Kunal Sharma ceased to be a member of the Stakeholder Relationship Committee and thus Mr. Vivek Merchant was accordingly appointed as a member of the Stakeholder Relationship Committee

Corporate Social Responsibility (CSR) Committee

The CSR met one (1) time during FY 2023-24 i.e., on February 26, 2024. The Annual Report on CSR activities and details of amount spent or unspent by the Company during FY 2023-24, in accordance with the CSR Rules, is attached as Annexure II to this Report. Further, the CSR Committee comprised of the following members as on the date of this report:

Mrs. Purvi Matani	- Chairperson (Independent Director)
Mr. Vijay Shah	- Member (Independent Director)
Mr. Kunal Sharma ¹	- Member (Non-Executive - Non-Independent Director)
Mr. Vivek Merchant ¹	- Member (Non-Executive - Non-Independent Director)

¹ With effect from February 21, 2024, Mr. Kunal Sharma ceased to be a member of the Corporate Social Responsibility Committee and thus Mr. Vivek Merchant was accordingly appointed as a member of the Corporate Social Responsibility Committee

The Company Secretary of the Company is the Secretary of the all Committees of the Company. However, currently the Company is finding for a suitable candidate due to resignation of the Company Secretary.

DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors'' Certificate thereon, and the integrated Management Discussion and Analysis, form part of the Director''s Report.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

GOVERNANCE

CORPORATE GOVERNANCE REPORT

Your Directors ensure the Company''s prosperity by collectively directing its affairs, whilst meeting the appropriate interests of its Members and other Stakeholders. Our Company is committed to

achieve the highest standards of Corporate Governance. A separate section on Corporate Governance standards followed by our Company and the relevant disclosures, as stipulated under the SEBI Listing Regulations, Act, and Rules made thereunder forms part of this Annual Report.

A Certificate from the Secretarial Auditors of the Company, M/s. JMJA & Associates LLP, Practising Company Secretaries, confirming compliance to the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations forms part of this Annual Report and is enclosed as Annexure V in the Corporate Governance Report.

MANAGING DIRECTOR/DIRECTOR AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATE

Certificate issued by Mr. Paresh Merchant, Managing Director and Mr. Rajaram Shanbhag, Chief Financial Officer of the Company, in terms of Regulation 17(8) of the SEBI Listing Regulations, for the year under review was placed before the Board of Directors and forms part of this Annual Report and is enclosed as Annexure IV in the Corporate Governance Report.

RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company.. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. This risk framework thus helps in managing market, credit and operations risks and quantifies exposure and potential impact at a Company level, analyzing micro and macro factors impacting business risks in various ways.

Risk management process has been established across the Company and is designed to identify, assess potential threat and frame a response to threats that affect the achievement of its objectives. Further, it is embedded across all the major functions and revolves around the goals and objectives of the organization. However, during the year under review there are no such risks which in the opinion of the Board may threaten the existence of your organization or impact it sizably.

VIGIL MECHANSIM

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

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

Whistle Blower Policy of your Company is available on the Company''s website and can be accessed at the Web-link: https://www.veritasindia.net

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of Section 135 of the Companies Act, 2013 read with Rules framed there under, your Company has constituted a Committee named as Corporate Social Responsibility (CSR) Committee as on date.

The Committee has been entrusted with the responsibility for recommending to the Board about the implementing of the CSR activities. Also, the Committee inter alia monitors the CSR activities. The Annual Report on Corporate Social Responsibility (CSR) Activities is appended as Annexure II to this report.

The CSR Policy includes a brief overview of the projects and / or programs proposed to be undertaken by the Company and can be accessed at the Company''s website at the Web-link: https://www.veritasindia.net

Amount to be spent during the year is	- Rs. 12,00,000/-
Amount spent during the year is	- Rs. 12,00,000/-
The amount unspent on CSR during the year is	- NIL

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place, policy on Prevention, Prohibition and Redressal of Sexual Harassment for women at workplace in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up as per the statutory requirements, to redress complaints regarding sexual harassment. The policy has set guidelines on the redressal and enquiry process that is to be followed by complainants and the ICC, whilst dealing with issues related to Sexual Harassment at the work place. All women employees are covered under this policy.

Number of complaints filed during the financial year_- NIL_

Number of complaints disposed of during the financial year_- NIL_

Number of complaints pending as on end of the financial year - NIL

SHARE CAPITAL

During the year, there is No Change in Share Capital of the Company, the issued, subscribed and paid-up Equity Share Capital of the Company as at March 31, 2024 stood at Rs. 2,68,10,000/- (Rupees Two Crore Sixty-Eight Lakhs Ten Thousand only) comprising of 2,68,10,000 fully paid equity shares of Re.1/- each.

Business Responsibility & Sustainability Report (BRSR)

The Report on BRSR is annexed to this Report under Annexure VIII and is available on website of the company. https://www.veritasindia.net/

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company as on March 31, 2024 is available on the website of the Company at https://www.veritasindia.net

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

As provided in the Section 124 sub section (5) of the Companies Act, 2013, the amount of dividend remaining unclaimed or unpaid for a period of seven years from the date of transfer to the unpaid dividend account is required to be transferred to the Investor Education and Protection Fund (IEPF). The unpaid / unclaimed dividend and shares for the financial year ended March 31, 2017, is due to be transferred to IEPF. The list of which is available on our website: https: //www.veritasindia.net/unpaid- dividend-iepf

Details of unclaimed Dividend and Members, who have not yet encashed their dividend warrant(s), are requested to forward their claims to the Registrar and Transfer Agents, Link Intime India Private Limited or the Company at its registered office address.

It may be noted that once the unclaimed dividend is transferred to the IEPF, as above, no claim shall lie against the Company and shareholders would need to approach to IEPF authorities.

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

The provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 providing for the details of Conservation of energy, technology absorption, foreign exchange earnings and outgo are not applicable since the Company is into trading and distribution business. However, your Directors have taken appropriate care to conserve the energy during the year under review. Your Company, in order to increase its foreign exchange earnings, is developing an export market strategy by focusing on sales of the diverse products of the Company in the international market.

GENERAL DISCLOSURES

Your Company is listed on the Bombay Stock Exchange (BSE). During the year under review:

a) The Managing Director of the Company did not receive any remuneration or commission from any of the subsidiaries of your Company. The Whole-Time Director of the Company did not receive any commission from any of its subsidiaries.

b) Company has not issued Shares (Including Sweat Equity Shares and Employee Stock Options) to employees of the Company under any Scheme.

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

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

e) During the year, no proceedings has been initiated under Insolvency and Bankruptcy Code towards the payment of debt.

f) the requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done, while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable

g) There was no Significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status or Company''s operations in future.

h) There was no change in Business and in the nature of Business of your Company during the year under review affecting the financial position of the Company.

ACKNOWLEDGEMENTS:

thank all shareholders, esteemed customers, suppliers and business associates for their faith, trust and confidence reposed in the Company.

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

For and on Behalf of the Board of Directors Veritas (India) Limited

Paresh Merchant Managing Director DIN: 00660027

Place: Mumbai Date: August 30, 2024

Mar 31, 2023

The Board of Directors (âBoardâ) is pleased to present the 38^th Annual Report on the business and operations of the Veritas (India) Limited (âCompanyâ) along with the audited accounts for the financial year ended March 31, 2023.

FINANCIAL HIGHLIGHTS

The Company follows Indian Accounting Standards (IND AS), the financial performance of your company for the financial year ended March 31, 2023 is summarized below:

(Rs. in Lakhs)
Particulars	Standalone		Consolidated
Particulars	2022-2023	2021-2022	2022-2023	2021-2022
Revenue from Operations (Net)	22,793.44	35,389.67	2,16,322.41	2,13,147.91
Other Income	675.39	255.60	474.20	38.89
Total Expenses	23,001.14	34,916.17	2,07,244.38	2,02,607.90
Profit before Tax	467.70	729.11	9,552.22	10,578.90
Tax Expenses:
a) Current tax	78.88	136.15	79.01	136.21
b) Deferred tax	(8.05)	(26.96)	(8.05)	(26.96)
c) MAT Credit	-	-	-	-
Total Tax Expenses	70.83	109.19	70.96	108.25
Profit after Tax	396.87	619.92	9481.26	10,469.66
Comprehensive income for the Period	3.74	(10.51)	6,177.55	1,999.70
Total Comprehensive Income	400.61	609.41	15,658.81	12,469.36
Earnings per equity shares
a) Basic	1.48	2.31	35.36	39.05
b) Diluted	1.48	2.31	35.36	39.05

PERFORMANCE AT A GLACE:

The Standalone and Consolidated Financial Statements of the Company for the Financial Year 2022-23 have been prepared in accordance with the Indian Accounting Standards (Ind AS) as required under the Companies Act, 2013.

Following are the comparative figures of the operations of the Company for the financial year ended March 31, 2023 vis-a-vis previous year ended March 31, 2022:

Revenue - Standalone (Rs. In Lakhs)

Standalone revenue from operations is Rs. 22,793.44/- as compared to previous yearâs revenue of Rs. 35,389.67 /-.

Revenue - Consolidated (Rs. In Lakhs)

Consolidated revenue from operations increased to Rs. 2,16,322.41/-as compared to previous yearâs revenue of Rs. 2,13,147.91/-.

Profit Standalone (Rs. In Lakhs)

Standalone Profit after Tax is Rs. 396.87/- as compared to previous yearâs profit after tax of Rs. 619.92/-.

Profit Consolidated (Rs. In Lakhs)

Consolidated Profit after Tax is Rs. 9,481.26/- as compared to previous yearâs profit after tax of Rs. 10,469.66/-.

DIVIDEND

Your Board is pleased to recommend a dividend of Re. 0.05/- (Five paise) per Equity Share of the face value of Re. 1/- (Rupee One only) each for the financial year ended March 31, 2023 aggregating to about Rs. 13,40,500 /- (Rupees Thirteen Lakhs Forty Thousand Five Hundred Only) payable to the shareholders whose names appear in the Register of Members as on the Book Closure date. The Dividend is payable subject to the approval of the Shareholders at the ensuing Annual General Meeting of the Company.

TRANSFER TO RESERVES

Your Company does not propose to transfer any amount to the General Reserve.

UNPAID / UNCLAIMED DIVIDEND

Financial Year	Type of Dividend	Date of Declaration	Due Date for Transfer to IEPF
2015-16	Final Dividend	30-Sep-2016	4-Dec-2023
2016-17	Final Dividend	22-Sep-2017	26-Nov-2024
2017-18	Final Dividend	28-Sep-2018	2-Dec-2025
2018-19	Final Dividend	27-Sep-2019	1-Dec-2026
2019-20	Final Dividend	30-Sep-2020	4-Dec-2027
2020-21	Final Dividend	30-Sep-2021	4-Dec-2028
2021-22	Final Dividend	30-Sep-2022	4-Dec-2029

Further, those Members who have not, so far, encashed these Dividend warrants or any subsequent Dividend warrants may claim or approach our Registrar and Transfer Agents viz. Universal Capital Services Private Limited or the Company for payment thereof. Members are hereby informed that the Unclaimed Dividend amount shall be transferred by the Company to the IEPF as per abovementioned due date(s) or such other period as may be specified under the Companies Act, 2013 and rules made thereunder, from time to time and no claims will be entertained by the Company for any unclaimed Dividend transferred to the IEPF. The details of unclaimed Dividends and its due dates for transfer to the IEPF are available on the website of the Company: www.veritasindia.net

FINANCIAL STATEMENT

The financial statements of your Company for the year ended March 31, 2023 are prepared in accordance with the Indian Accounting Standards (âIND ASâ), read with the provisions of Section 129 and other applicable provisions, if any, of the Companies Act, 2013 (âthe Actâ) rules framed thereunder and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (âSEBI Listing Regulationsâ) and forms part of this Annual Report.

The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the year ended March 31, 2023.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statements of the Company and its subsidiaries for the financial year ended March 31, 2023 are prepared in accordance with the Companies Act, 2013 and provisions

of Indian Accounting Standards (Ind AS) as applicable along with all relevant documents and the Statutory Auditorsâ Report forms part of this Annual Report.

Further, pursuant to the provisions of Section 136 of the Act, the detailed Financial Statements as stated above are also available on the website of the Company and can be accessed at the web link: http: //www.veritasindia.net/annual-reports.asp

CHANGE IN MANAGEMENT CONTROL

Swan Energy Limited (the âAcquirerâ) has entered into a Share Purchase Agreement (âSPAâ) dated May 20, 2022 with the erstwhile promoters of the Company by which the Acquirer has agreed to acquire 55.00% of the equity share capital of the Company. The Acquirer has made an Open Offer in Regulations 3(1) & 4 of the SEBI (SAST) Regulations. Swan Energy Limited in pursuant to the signed SPA and announcement made acquired the said stake in the Company and accordingly, Veritas (India) Limited has become a subsidiary w.e.f. January 20, 2023.

Further the Company has made application to Bombay Stock Exchange (BSE) for Reclassification of Promoter under Regulation 31A (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 pursuant to the acquisition as mentioned in the Open Offer made by Swan Energy Limited under SEBI (Substantial Acquisitionof Shares and Takeovers) Regulations, 2011. Subsequently, the Company has received the approval letter dated April 27, 2023 from Bombay Stock Exchange (BSE) accordingly the current promoter of the Company is Swan Energy Limited holding 55.00% of the Equity Share Capital of the Company

Below are the List of Outgoing Promoter of the Company with effect from April 27, 2023

Sr. No.	Name of Outgoing Promoter
1.	Ms. Niti Nitinkumar Didwania
2.	Mr. Nitinkumar Deendayal Didwania
3.	Groupe Veritas Limited

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

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year of the Company i.e. March 31, 2023 and the date of the Board Report.

SUBSIDIARY. ASSOCIATE AND JOINT VENTURES COMPANIES

As on March 31, 2023, your company has 7 (Seven) subsidiariesâ including step-down subsidiary operating within India and overseas subsidiaries as listed below:

Domestic Subsidiaries (Incorporated in India):

1. Veritas Infra & Logistics Private Limited, Wholly Owned Subsidiary (WOS)

2. Veritas Agro Ventures Private Limited, Wholly Owned Subsidiary (WOS)

3. Veritas Polychem Private Limited, Wholly Owned Subsidiary (WOS)*

4. GV Offshore Private Limited, 50% Subsidiary of the Company **

*During the year under review, Veritas Polychem Private Limited, Wholly Owned Subsidiary (WOS) was amalgamated with Veritas Petro Industries Private Limited, Wholly Owned Subsidiary (WOS) under the scheme of Amalgamation for purpose of simplification of group structure. Subsequently the NCLT has approved the scheme and passed the order on September 21, 2022, as per the Amalgamation Scheme there was rationale for the name change of the âtransferee Company'' therefore the Company has initiated name change of the Company from âVeritas Petro Industries Private Limited'' to ''Veritas Polychem Private Limited'' from June 05,2023.

** GV Offshore Private Limited has applied for strike off suo-moto and the same is pending for approval from the Ministry of Corporate Affairs.

International Subsidiaries:

1. Veritas International FZE, (Wholly Owned Subsidiary incorporated in Dubai, UAE)

2. Verasco FZE (Formerly known Hazel International FZE), (Wholly Owned Subsidiary incorporated in Sharjah UAE)

3. Veritas Global PTE Limited, (Wholly Owned Subsidiary incorporated in Singapore)

During the financial year ended March 31, 2023, the Board of Directors reviewed the affairs of Company''s subsidiaries as mentioned above. Pursuant to Section 129(3) of the Companies Act, 2013 and new IND AS (Accounting Standards) issued by the Institute of Chartered Accountant of India, Consolidated Financial Statement presented by the Company includes the financial statements of its subsidiaries.

A separate statement containing the salient features of the financial performance of subsidiaries in the prescribed Form AOC-1 is annexed to the financial statements of the Company. The Audited Consolidated financial statements together with Auditors'' Report form an integral part of the Annual Report.

interested for obtaining a copy of the said financial statements shall write to the Investor Relations Department at the Registered Office of the company.

Your Company has approved a policy for determining material subsidiaries and the same is uploaded on the Companyâs website which can be accessed using the link https://www.veritasindia.net

INTERNAL FINANCIAL CONTROLS

PARTICULARS OF CONTRACTS OR AGREEMENTS ENTERED INTO WITH RELATED PARTIES

During the year under review, your Company has entered into transactions with the related parties as defined under Section 2(76) of the Companies Act, 2013 read with the Rules made there under and the Listing Regulations. All related party transactions are in the ordinary course of business and are on armâs length basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 was not required. Details of transactions made are disclosed in financial statements. All related party transactions are presented to the Audit Committee and the Board. Omnibus approval was obtained for the transactions which are foreseen and repetitive in nature.

The details of the transactions with related parties and the status of outstanding balances as per Accounting Standard 18 are set out in Note no. 40 to the Standalone Financial Statements forming part of this report.

AUDITORS AND AUDITORSâ REPORTSTATUTORY AUDITOR AND STATUTORY AUDITORâS REPORT

The Independent Auditors'' report on financial statements, including consolidated financial statements of the Company for the year ended March 31,2023, issued by M/s. Shabbir & Rita Associates LLP, Chartered Accountants, Statutory Auditors of the Company, are enclosed with financial statements in this Annual Report. There are no qualifications, reservations, adverse remarks or disclaimers given by the Statutory Auditors in their reports. The notes on financial statements referred to in the Statutory Auditors'' Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDIT REPORT

The Board has appointed M/s. JMJA & Associates LLP, Practising Company Secretaries to undertake secretarial audit of the company pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report for the financial year ended March 31, 2023 as submitted by them is annexed as Annexure I and forms part of this Report.

SECRETARIAL STANDARDS

T o the b est of our understanding and knowledge, it is hereby confirmed that during the year under review, your Company has complied with applicable Secretarial Standards i.e., SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

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

The details of Loans and Investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, for the Financial Year Ended 2022-2023 are given in the Standalone Financial Statements. (Note No. 39 to the Standalone Financial Statements).

PUBLIC DEPOSIT

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

A policy on Nomination and Remuneration duly approved by the Board and is uploaded on the website of the Company and can be accessed at: https: //www.veritasindia.net

DIRECTORS AND KEY MANAGERIAL PERSONS

Appointment and Cessation

All appointments of Directors are made in accordance with the relevant provisions of the Act and the Rules framed thereunder and the SEBI Listing Regulations.

During the year under review, the Board of Directors on recommendation of the NRC, had appointed Mr. Nikhil V. Merchant (DIN: 00614790) as an Additional Director and Chairman of the Company and Mr. Vivek P. Merchant (DIN: 06389079) as a Non-Executive Director of the Company w.e.f February 07, 2023. In the opinion of the Board, he is a person of integrity, fulfils requisite conditions as per applicable laws Further Mr. Nikhil Merchant (DIN: 00614790) is appointed as a

Managing Director and Chairman on April 06,2023 for period of five years. The said appointments were subsequently approved by the members at the Extra Ordinary General Meeting (EGM) of the Company held on May 03, 2023.

Thereafter, Mr. Nitinkumar Didwania (DIN: 00210289) and Mr. Praveen Bhatnagar (DIN: 01193544) tendered their resignation from the Board of Veritas (India) Limited effective from February 07, 2023. The Board places on record its appreciation of the invaluable services of Mr. Nitinkumar Didwania as the Managing Director and Mr. Praveen Bhatnagar as the Whole time Director of the company.

Moreover Ms. Kamala Aithal (DIN: 07832519) has resigned from the position of the Independent Director of the Company with effect from April 26, 2023 due to preoccupancy of her.

Further, based on the recommendation of the NRC, the Board at its meeting held on February 23, 2023 approved the appointment Mr. Rohinton E. Shroff (DIN: 00234712) as an Additional Independent Director. The said appointment was subsequently approved by the members at the EGM of the Company held on May 03, 2023.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

None of the Directors of the Company are disqualified in accordance with Section 164 of the Companies Act, 2013.

Further, as per the SEBI Listing Regulations, the Company has received Certificate from M/s. JMJA & Associates LLP Practicing Company Secretaries that none of the Directors on the Board of the Bank have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India/ Ministry of Corporate Affairs or any such other statutory authority.

RETIREMENT BY ROTATION

Mr. Kunal Sharma (DIN: 03553398) Non-Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment.

A resolution seeking shareholdersâ approval for their appointment/re-appointment along with other required details forms part of the Notice.

Key Managerial Personnel

The following personnel have been designated as Key Managerial Personnel (KMP) of the Company pursuant to Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) Mr. Rajaram Shanbhag

Chief Financial Officer

b) Mr. Lalitmohan Sharma

Company Secretary and Compliance Officer

(Appointed w.e.f. May 17, 2022 and resigned from the Company w.e.f. 30^th December,2022)

c) Mr. Amrit Suthar

Company Secretary and Compliance Officer

(Appointed w.e.f. February 23, 2023 and resigned

from the Company w.e.f. June 09,2023)

Except as mentioned above, there has been no change in the composition of Board and Key Managerial Personnel of the Company, during the year under review.

*The Board of Director of the Company, on the basis of recommendation of the Nomination and Remuneration Committee, have approved the appointment of Mr. Lalitmohan Sharma

w.e.f. May 17, 2022 and resigned w.e.f. December 30, 2022 and Mr. Amrit Suthar as Company Secretary and Compliance Officer w.e.f. February 23, 2023 and resigned w.e.f. June 09,2023.

STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS

The Company had received declaration from all the Independent Directors (âIDsâ), at the time of appointment and also at the first meeting of the Board of Directors held in FY 2022-23, that they meet the criteria of independence specified under subsection (6) of Section 149 of the Act, read with Rule5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing Regulations, for holding the position of ID and that they shall abide by the âCode for Independent Directorsâ as per Schedule IV of the Act. There has been no change in the circumstances affecting their status as Independent Director.

In the opinion of the Board, the IDs possess the requisite integrity, experience, expertise and proficiency required under all applicable laws and the policies of the Company.

Further, all the IDs of the Bank have complied by Rule 6 (Creation and Maintenance of Databank of Persons Offering to become Independent Directors) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, and have also declared their enrolment in the databank of Independent Directors maintained by Indian Institute of Corporate Affairs (âIICAâ).

EVALUATION OF PERFORMANCE OF BOARD. ITS COMMITTEES AND DIRECTORS

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

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and Individual Directors was also discussed. Performance Evaluation of Independent Directors was done by the entire Board, excluding the independent director being evaluated.

FAMILIARIZATION PROGRAMME FOR DIRECTORS

POLICY ON CRITERIA FOR APPOINTMENT / REMOVAL OF DIRECTORS AND REMUNERATION OF DIRECTORS

The details of such Nomination and Remuneration Policy on the appointment of Directors and remuneration is annexed as Annexure VII and forms part of this Annual Report and is also available on the Companyâs website at https://www.veritasindia.net.

DIRECTORSâ RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (C) OF THE COMPANIES ACT, 2013

a) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departures from the same;

b) appropriate accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date;

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

d) the annual accounts have been prepared on a âgoing concernâ basis;

e) Proper internal financial controls have been devised to ensure compliance with all applicable laws and that such internal financial controls are adequate and are operating effectively; and

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

BOARD MEETING

The Board met eight (8) times during the FY 2022-23 viz., April 15, 2022, May 17, 2022, May 30, 2022, August 10, 2022, September 02, 2022, November 14, 2022, February 07, 2023 and February 23, 2023; details of which are given in the Corporate Governance Report, which forms part of this Annual Report. The maximum interval between any two consecutive meetings did not exceeded 120 days. The details regarding the Board Meeting and the composition are provided in the Corporate Governance Report

BOARD COMMITTEES

In compliance with various regulatory requirements, several Board-level Committees have been constituted to delegate matters that require greater and more focused attention.

Audit Committee of the Board (âACBâ)

The ACB met five (5) times during FY 2022-23 i.e., on May 30, 2022, August 10, 2022, September 02, 2022, November 14, 2022 and February 07, 2023. All recommendations made by the ACB during the year were accepted by the Board. Further, the ACB comprises of the following members as on the date of this report

Further, the ACB comprises of the following members as on the date of this report:

Mrs. Purvi Matani	Chairperson (Independent Director)
Mr. Vijay Shah	Member (Independent Director)
Mr. Kunal Sharma	Member (Non-Executive - Non-Independent Director)

The Company Secretary of the Company is the Secretary of the Committee. However, currently the Company is finding for a suitable candidate due to resignation of the Company Secretary.

Nomination and Remuneration Committee (âNRCâ)

The NRC met four (4) times during the FY 2022-23 i.e., May 17, 2022, September 02, 2022, February 07, 2023 and February 23, 2022.

Further, the NRC comprised of the following members as on the date of this report:

Mrs. Purvi Matani	Chairperson (Independent Director)
Mr. Vijay Shah	Member (Independent Director)
Mr. Kunal Sharma	Member (Non-Executive - Non-Independent Director)

The Company Secretary of the Company is the Secretary of the Committee. However, currently the Company is finding for a suitable candidate due to resignation of the Company Secretary.

Stakeholders Relationship Committee (âSRC'')

The SRC met one (1) time during FY 2022-23 i.e., on February 07, 2023.

Further, the SRC comprised of the following members as on the date of this report:

Mr. Vijay Shah	- Chairperson (Independent Director)
Mrs. Purvi Matani	- Member (Independent Director)
Mr. Kunal Sharma	- Member (Non-Executive - Non-Independent Director)

The Company Secretary of the Company is the Secretary of the Committee. However, currently the Company is finding for a suitable candidate due to resignation of the Company Secretary.

Corporate Social Responsibility (CSR) Committee

The CSR met one (1) time during FY 2022-23 i.e., on February 07, 2023. The Annual Report on CSR activities and details of amount spent or unspent by the Company during FY 2022-23, in accordance with the CSR Rules, is attached as Annexure II to this Report

Further, the CSR comprised of the following members as on the date of this report:

Mrs. Purvi Matani	Chairperson (Independent Director)
Mr. Vijay Shah	Member (Independent Director)
Mr. Kunal Sharma	Member (Non-Executive - Non-Independent Director)

The Company Secretary of the Company is the Secretary of the Committee. However, currently the Company is finding for a suitable candidate due to resignation of the Company Secretary.

Disclosure requirements

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditorsâ Certificate thereon, and the integrated Management Discussion and Analysis, form part of the Directorâs Report.

GOVERNANCECORPORATE GOVERNANCE REPORT

Your Directors ensure the Companyâs prosperity by collectively directing its affairs, whilst meeting the appropriate interests of its Members and other Stakeholders. Our Company is committed to achieve the highest standards of Corporate Governance. A separate section on Corporate Governance standards followed by our Company and the relevant disclosures, as stipulated under the SEBI Listing Regulations, Act, and Rules made thereunder forms part of this Annual Report.

A Certificate from the Secretarial Auditors of the Company, M/s. JMJA & Associates LLP, Practising Company Secretaries, confirming compliance to the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations is enclosed in the Corporate Governance Report and forms part of this Annual Report.

MANAGING DIRECTOR/DIRECTOR AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATE

Certificate issued by Mr. Nikhil Merchant, Managing Director and Mr. Rajaram Shanbhag, Chief Financial Officer of the Company, in terms of Regulation 17(8) of the SEBI Listing Regulations, for the year under review was placed before the Board of Directors and forms part of this Annual Report.

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

RISK MANAGEMENT

Your Company has a specified framework for risk management in place to identify, measure and mitigate business risk and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companyâs competitive advantage. This risk framework thus helps in managing market, credit and operations risks and quantifies exposure and potential impact at a Company level, analyzing micro and macro factors impacting business risks in various ways.

VIGIL MECHANSIM

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

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

Whistle Blower Policy of your Company is available on the Companyâs website and can be accessed at the Web-link: https: //www. veritasindia.net

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of Section 135 of the Companies Act, 2013 read with Rules framed there under, your Company has constituted a Committee named as Corporate Social Responsibility (CSR) Committee as on date.

The CSR Policy includes a brief overview of the projects and / or programs proposed to be undertaken by the Company and can be accessed at the Companyâs website at the Web-link: https: //www.veritasindia.net

Amount to be spent during the year	- Rs. 13,60,302/-
Amount spent during the year	- Rs. 13,60,302/-
The amount unspent on CSR during the year	NIL

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Number of complaints filed during the financial year	NIL
Number of complaints disposed of during the financial year	NIL
Number of complaints pending as on end of the financial year	NIL

SHARE CAPITAL

The issued, subscribed and paid-up Equity Share Capital of the Company as at March 31, 2023, stood at Rs. 2,68,10,000/- (Rupees Two Crore Sixty-Eight Lakhs Ten Thousand only) comprising of 2,68,10,000 fully paid equity shares of Re.1/- each.

During the year under review, the Company has not issued any equity shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2023, none of the Directors of the Company holds instruments convertible into equity shares of the Company.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return of the Company as on March 31, 2023 is available on the website of the Company at https://www.veritasindia.net

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND HEPF)

As provided in the Section 124 sub section (5) of the Companies Act, 2013, the amount of dividend remaining unclaimed or unpaid for a period of seven years from the date of transfer to the unpaid dividend account is required to be transferred to the Investor Education and Protection Fund (IEPF). The unpaid / unclaimed dividend and shares for the financial year ended March 31, 2015, is due to be transferred to IEPF. The list of which is available on our website: https://www.veritasindia.net/unpaid-dividend-iepf

Details of unclaimed Dividend and Members, who have not yet encashed their dividend warrant(s), are requested to forward their claims to the Registrar and Transfer Agents, Universal Capital Services Limited or the Company at its registered office address.

It may be noted that once the unclaimed dividend is transferred to the IEPF, as above, no claim shall lie against the Company and shareholders would need to approach to IEPF authorities.

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

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

Your Company, in order to increase its foreign exchange earnings, is developing an export market strategy by focusing on sales of the diverse products of the Company in the international market.

CERTIFICATE UNDER REGULATION 34 OF SEBI fLODR) REGULATIONS. 2015

Pursuant to Regulation 34(3) and Schedule V Para C Clause (10) (i) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a certificate of Non-Disqualification of Directors received from a Company Secretary in practice is attached to this Report as "Annexure VIâ

GENERAL DISCLOSURES

Your Company is listed on the Bombay Stock Exchange (BSE).

During the year under review:

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

b) Company has not issued Shares (Including Sweat Equity Shares and Employee Stock Options) to employees of the Company under any Scheme.

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

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

e) During the year, no proceedings has been initiated under Insolvency and Bankruptcy Code towards the payment of debt.

g) There was no Significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status or Company''s operations in future.

h) There was no change in Business and in the nature of Business of your Company during the year under review affecting the financial position of the Company.

ACKNOWLEDGEMENTS:

The Board sincerely thanks the Ministry of Corporate Affairs, BSE Limited, Securities and Exchange Board of India, Reserve Bank of India, and various government agencies for their continued support, cooperation and advice.

The Board expresses sincere thanks to all its consultants, bankers, vendors, auditors, lawyers for their continued partnership and confidence in the Company.

The Board members also wish to place on record their appreciation for the dedication and contribution made by the KMPâs and look forward for their support in future as well.

Further, the Board expresses its gratitude to you as Shareholders for the confidence reposed in the management of the Company.

Mar 31, 2018

The Members of Veritas (India) Limited,

The Directors have pleasure in presenting the 33^rd Annual Report on the business and operations of the Company together with the audited accounts for the financial year ended 31^st March, 2018.

FINANCIAL RESULTS

The Company has adopted IND AS for the year ended 31^st March, 2018 and has restated the accounts of financial year ended 31^st March, 2017 in IND AS format as tabled below: -

Particulars	Standalone		Consolidated
Particulars	2017-2018	2016-2017	2017-2018	2016-2017
Revenue from operations (including other income)	5,29,86,54,265	5,40,76,77,164	16,80,36,16,810	16,50,74,41,317
Profit before tax	9,58,34,725	8,30,14,307	71,76,48,002	70,25,20,768
Less: Provision for Taxation
Current Tax	2,24,64,207	1,96,03,433	2,24,64,207	1,96,03,422
Deferred Tax	1,19,56,884	(65,84,932)	1,19,37,830	(66,15,696)
Current Tax Expenses related to prior Years	(55,462)	2,21,682	(55,462)	1,77,468
Profit after Tax for the current year	6,14,69,095	6,97,74,123	68,33,01,426	68,93,55,574
Add: Balance in Profit & Loss Account brought forward	147,82,99,794	140,31,88,147	1172,26,14,776	1110,45,33,880
Add: Credit for Tax on Dividend	0	2,74,400	0	2,74,400
Add: Transfer to Capital Work-in-progress	0	66,70,000	0	6,06,850
Add: Transfer from Capital Reserves	0	0	0	66,70,000
Profit available for Appropriation	0	0	0	0
Less:
- Proposed Dividend	(13,40,500)	(13,40,500)	(13,40,500)	(13,40,500)

- Dividend Distribution Tax	-	(2,74,400)		(2,74,400)
Balance transferred to Balance Sheet	153,84,82,852	147,82,99,794	1244,44,83,759	1172,26,14,776

FINANCIAL PERFORMANCE HIGHLIGHTS:

The standalone and Consolidated Financial Statements of the Company for the Financial Year 2017-18 have been prepared for the first time, in accordance with the Indian Accounting Standards (Ind AS) as required under the Companies Act, 2013.

Following are the figures and comparison of the operations of the Company for the financial year ended 31^st March, 2018:

Standalone revenue from operations decreased to Rs. 524,88,95,415/- as compared to previous yearâs revenue of Rs. 534,01,76,419/-.

Consolidated revenue from operations increased to Rs. 1679,31,50,944/-as compared to previous yearâ s revenue of Rs. 1648,47,92,051/-.

Standalone Profit after Tax decreased to Rs. 6,14,69,095/- as compared to previous yearâs profit after tax of Rs. 6,97,74,123/-.

Consolidated Profit after Tax is Rs. 68,33,01,426/ as compared to previous yearâs profit after tax of Rs. 68,93,55,574/MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

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

DIVIDEND

Your Directors are pleased to recommend a dividend of 5 (Five) paise per Equity Share of the face value of Re. 1/- (Rupees One only) each for the financial year ended 31^st March, 2018 payable to the shareholders whose names appear in the Register of Members as on the Book Closure date. The Dividend is payable subject to the approval of the Shareholders at the ensuing Annual General Meeting of the Company.

The total cash outgo on account of dividend payment for the financial year ended 31^st March, 2018 will be Rs. 13,40,500/- (Rupees Thirteen Lakhs Forty Thousand Five Hundred Only).

TRANSFER TO RESERVES

Your Company propose not to transfer any fund out of its total profit for the financial year 20172018 to the General Reserves of the Company.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statements of the Company and its subsidiaries for the financial year ended 31^st March, 2018 are prepared in accordance with the Companies Act, 2013 and provisions of Indian Accounting Standards (Ind AS) as applicable along with all relevant documents and the Statutory Auditorsâ Report forms part of this Annual Report. ''

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

SUBSIDIARY, ASSOCIATE AND JOINT VENTURES COMPANIES

Your company has ten subsidiayâs including overseas subsidiaries, step-down subsidiaries and Limited Liability Partnership (LLP).

As on 31^st March 2018, Your Company owned following wholly owned subsidiaries / Step down subsidiaries companies and LLPs within India and abroad:

1. Veritas Infra & Logistics Private Limited, incorporated in India

2. Veritas Agro Ventures Private Limited, incorporated in India

3. Veritas Polychem Private Limited, incorporated in India

4. Veritas International FZE, incorporated in Dubai, UAE

5. Hazel International FZE, incorporated in Sharjah, UAE

6. Veritas Global PTE Limited, incorporated in Singapore

7. GV Investment Finance Company Limited, incorporated in Mauritius

8. Veritas America Trading INC, incorporated in USA

9. Veritas Infra LLP, incorporated in India

10. Veritas Agricom LLP, incorporated in India

During the financial year ended 31^st March, 2018, the Board of Directors reviewed the affairs of Companyâs subsidiaries as mentioned above. Pursuant to Section 129(3) of the Companies Act, 2013 and new IND AS (Accounting Standards) issued by the Institute of Chartered Accountant of India, Consolidated Financial Statement presented by the Company includes the financial statements of its subsidiaries. Veritas Agro Ventures Private Limited is a material subsidiary of the company. Company is in process of closing two of its subsidiaries, Veritas America Trading INC, incorporated in USA and GV Investment Finance Company Limited, incorporated in Mauritius.

Further, in accordance with Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on the performance and financial position of all the subsidiaries, associates and joint venture companies included in the Consolidated Financial Statements is provided in the prescribed Form AOC-1 as âAnnexure Iâ which forms part of this report.

In terms of provisions of Section 136 of the Companies Act, 2013, the Company shall place separately audited/unaudited accounts of each of its subsidiaries on its website at www.veritasindia.net and the same shall be available for inspection by the Members at the registered office of the Company during the business hours on all working days between 10.30 A.M. to 5.30 P.M. except Saturdays and Sundays up to the date of ensuing AGM. Members interested of obtaining a copy of the said financial statements shall write to the Investor Relations Department at the Registered Office of the company.

Your Company has approved a policy for determining material subsidiaries and the same is uploaded on the Companyâs website which can be accessed using the link http://www.veritasindia.net/pdf/VIL-Material Subsidiary Policy-New.pdf

INTERNAL FINANCIAL CONTROLS

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

Indian Accounting Standards (IND AS) - IFRS Convergence

Your Company has adopted Indian Accounting Standards (âInd ASâ) for the accounting periods beginning on 1st April, 2017 pursuant to Ministry of Corporate Affairs Notification dated 16^th February, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015.

MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your Companyâs performance is discussed in Management Discussion and Analysis Report, which forms part of this Annual Report. (Annexure V)

PARTICULARS OF CONTRACTS OR AGREEMENTS ENTERED INTO WITH RELATED PARTIES

During the financial year ended 31^st March, 2018, your Company has entered into transactions with the related parties as defined under Section 2(76) of the Companies Act, 2013 read with the Rules made there under and the Listing Regulations. All related party transactions are in the ordinary course of business and are on armâs length basis. All related party transactions are placed on a quarterly basis before the Audit Committee and were reviewed and approved by the Audit Committee. Further, there were no transactions with related parties which qualify as material transactions under the Listing Regulations. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable. In line with the provisions of the Companies Act, 2013 and Regulation 23 of the Listing Regulations, your Company has formulated a policy on Materiality of Related Party Transaction and on dealing with related party transactions duly approved by the Board and is uploaded on the website of the Company.

Website: http://www.veritasindia.net/pdf/VlL Policv/Related-Party-Transaction-&-the-manner-of-dealing-with-Related-Partv-Transaction.pdf

The details of the transactions with related parties and the status of outstanding balances as per Accounting Standard 18 are set out in Note nos. 36 to the Standalone Financial Statements forming part of this report.

STATUTORY AUDITORâS REPORT

The reports given by the M/s. M. P. Chitale & Co., Statutory Auditors on standalone and consolidated financial statements of the Company forms part of the Annual Report. There are no qualifications, reservations, adverse remarks or disclaimers given by the Statutory Auditors in their reports. The notes on financial statements referred to in the Statutory Auditorsâ Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDIT REPORT

The Board has appointed M/s. JMJA & Associates LLP, Practising Company Secretaries to undertake secretarial audit of the company pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report for the financial year ended 31^st March, 2018 as submitted by them is annexed as Annexure II and forms part of this Report.

There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in the Report issued by them for the financial year ended 31^st March, 2018 which call for any explanation from the Board of Directors.

Reporting of Frauds by Auditors

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

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

Particulars of investments made, loans given, guarantees given or security provided and the purpose for which the loan or guarantee or security given as proposed to be utilised pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (âListing Regulationsâ) are provided in the Note No. 4 and 5 to the financial statements.

PUBLIC DEPOSIT

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the Members excluding the information on particulars of employeesâ.

BOARD AND COMMITTEES DIRECTORS

Mr. Saurabh Sanghvi has resigned from the position of Whole-Time Directorship w.e.f 12^th June, 2018 but will continue as the Non-Executive, Non-Independent Director of the Company. Board has appointed after the recommendation of Nomination and Remuneration Committee Mr. Praveen Bhatnagar as Whole-Time Director of the Company w.e.f 12^th June, 2018.

Mr. Saurabh Sanghvi, Non-executive Director (DIN: 02000411) retires by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment.

Key Managerial Personnel

The following personnel have been designated as Key Managerial Personnel (KMP) of the Company pursuant to Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(a) Mr. Saurabh Sanghvi Whole-time Director**

(b) Mr. Praveen Bhatnagar Whole-time Director**

(d) Mr. Prasad A Oak Vice President Legal & Company Secretary

**Mr. Saurabh Sanghvi resigned as a Whole-Time Director of the company with effect from 12^th June, 2018 and Mr. Praveen Bhatnagar was appointed as a Whole-Time Director of the Company with effect from 12^th June, 2018.

BOARD EVALUATION

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

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

SEBI vide its guidance note dated 5^th January, 2017 has suggested process/practice that may be adopted by the Companies for performance evaluation. The Company is evaluating the required changes, if any, in the performance evaluation process as per the SEBI guidance note.

FAMILIARIZATION PROGRAMME FOR DIRECTORS

POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION

As part of good governance and also in accordance of the requirement of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a policy for Board Diversity, Appointment, Remuneration, Training and Evaluation of Directors and Employees. The Policy inter alia includes criteria for determining qualifications, positive attributes, independence notice of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013. The details of such Nomination and Remuneration Policy on the appointment of Directors and remuneration is annexed as Annexure III and forms part of this Annual Report.

DIRECTORSâ RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3Â¥Q OF THE COMPANIES ACT. 2013

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

That in the preparation of the annual accounts for the year ended 31^st March, 2018, the applicable accounting standards have been followed and there are no material departures from the same;

That they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2018 and of the profit of the Company for the year ended on that date;

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

That Directors had prepared the annual accounts on a âgoing concernâ basis;

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

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

NUMBER OF MEETINGS OF THE BOARD

During the financial year ended 31^st March, 2018, five meetings of the Board of Directors were held. Meetings were held on 25/05/2017, 11/08/2017, 12/09/2017, 14/12/2017 and 12/02/2018 respectively. The details of attendance of Board of Directors and its Committees in respective meetings are mentioned in the Corporate Governance Report under the heading âBoard of Directorsâ forming part of this Annual Report.

Board Committees Audit Committee

The Committee comprises of the following Directors:

1. Mrs. Alpa Parekh, Independent Director

2. Mr. Saurabh Sanghvi, Non-Executive Director*

3. Mr. Praveen Bhatnagar, Whole-Time Director*

4. Mrs. Kamala Aithal, Independent Director**

*Mr. Saurabh Sanghvi resigned as a Whole-Time Director of the company and became NonExecutive Director with effect from 12^th June, 2018 and Mr. Praveen Bhatnagar was appointed as a Whole-Time Director of the Company with effect from 12^th June, 2018.

**Mrs. Kamala Aithal was appointed as the Member of the Audit Committee of the company w.e.f. 11^th August, 2017.

Mr. Shafi Sayeed Parkar, Independent Director resigned from Audit Committee w.e.f. 12^th June, 2018.

Members of the Committee possess accounting and financial management knowledge. Two third of the members of the Committee are independent Directors.

The Company Secretary of the Company is the Secretary of the Committee.

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

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of the following Directors:

1. Mrs. Alpa Parekh, Independent Director

2. Mr. Nitin Kumar Didwania. Non-executive Director

3. Justice (Retd.) S. S. Parkar, Independent Director

The Company Secretary of the Company is the Secretary of the Committee.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of the following Directors:

1. Mr. Nitin Kumar Didwania, Non-executive Director

2. Mr. Saurabh Sanghvi, Non-executive Director*

3. Mrs. Alpa Parekh, Independent Director

The Company Secretary of the Company is the Secretary of the Committee.

*Mr. Saurabh Sanghvi resigned as a Whole-Time Director of the company with effect from 12^th June, 2018 and continued as a Non-Executive Director of the Company.

Corporate Social Responsibility (CSR) Committee

CSR Committee comprises of the following Directors:

1. Mr. Nitin Kumar Didwania, Non-executive Director

2. Mr. Saurabh Sanghvi, Non-executive Director*

3. Mrs. Alpa Parekh, Independent Director

The Company Secretary of the Company is the Secretary of the Committee.

*Mr. Saurabh Sanghvi resigned as a Whole-Time Director of the company with effect from 12^th June, 2018 and continued as a Non-Executive Director of the Company.

GOVERNANCE CORPORATE GOVERNANCE REPORT

RISK MANAGEMENT POLICY

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

Risk management process has been established across the Company and is designed to identify, assess and frame a response to threats that affect the achievement of its objectives. Further, it is embedded across all the major functions and revolves around the goals and objectives of the organization. However, during the year under review there are no such risks which in the opinion of the Board may threaten the existence of your organization.

VIGIL MECHANSIM

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

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

Whistle Blower Policy of your Company is available on the Companyâs website and can be accessed at the Web-link: http://www.veritasindia.net/investor downloads.asp

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of Section 135 of the Companies Act, 2013 read with Rules framed there under, your Company has constituted a Committee named as Corporate Social Responsibility (CSR) Committee.

The CSR Committee comprises of

- Mr. Nitin Kumar Didwania, Non-Executive Director

- Mr. Saurabh Sanghvi, Non-Executive Director*

- Mrs. Alpa Parekh, Independent Director

Company Secretary is the Secretary of the Committee.

*Mr. Saurabh Sanghvi resigned as a Whole-Time Director of the company with effect from 12^th June, 2018 and continued as a Non-Executive Director of the Company.

The Committee has been entrusted with the responsibility for recommending to the Board about the implementing of the CSR activities. Also, the Committee inter alia monitors the CSR activities.

The CSR Policy includes a brief overview of the projects and / or programs proposed to be undertaken by the Company and can be accessed at the Companyâs website at the Web-link: http://www.veritasindia.net/investor downloads.asp

The gross amount to be spent by the Company during the year is Rs. 16,19,305/-.

The total amount spent on CSR activities during the year is Rs. 5,95,215/- The amount was spent for providing education.

The amount unspent on CSR during the year, is Rs. 10,24,090/PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The company has not received any complaint during the year.

SHARE CAPITAL

The issued, subscribed and paid up Equity Share Capital of the Company as at 31^st March, 2018 stood at Rs. 26,810,000/- (Rupees Two Crore Sixty-Eight Lakhs Ten Thousand only) comprising of 26,810,000 fully paid equity shares of Re.l each fully paid-up.

During the year under review, the Company has not issued equity shares with differential voting rights nor has granted any stock options or sweat equity. As on 31^st March, 2018 none of the Directors of the Company holds instruments convertible into equity shares of the Company.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return as on 31^st March, 2018 in the prescribed format Form MGT-9 is attached as Annexure IV and forms part of this report.

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

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

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

GENERAL DISCLOSURES

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

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

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

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

- Company has not issued Shares (Including Sweat Equity Shares and Employee Stock Options) to employees of the Company under any Scheme.

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

ACKNOWLEDGEMENTS:

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

For and on Behalf of the Board of Directors

Sd/-

PLACE: Mumbai Nitin Kumar Didwania

DATE: 10^th August, 2018 CHAIRMAN

DIN:00210289

Mar 31, 2016

The Members of Veritas (India) Limited,

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

A. FINANCIAL RESULTS

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

(in Crores)

Particulars	Stand	alone	Consolidated
Particulars	2015-2016	2014-2015	2015-2016	2014-2015
Revenue from operations (including other income)	455.18	513.80	1,455.83	1,502.75
Profit before tax	8.77	10.89	61.47	50.18
Less: Provision for Taxation
- Current Tax	(1.70)	(2.30)	(1.70)	(2.33)
- Deferred Tax	0.46	0.18	0.46	0.18
- Current Tax Expense related to prior Years.	-		0.00	0.00
Profit after Tax for the current year	7.53	8.77	60.23	48.03
Add: Balance in Profit & Loss Account brought forward.	30.37	21.72	104.42	93.90
Add: Credit for Tax on Dividend	0.02	0.02	0.02	0.02
Less: Loss on disposal of subsidiary	0.00	0.00	0.00	(37.20)
Less: Trf. to Capital reserve on merger	0.00	0.00	0.00	(0.20)
Profit available for Appropriation	37.93	30.51	164.67	104.56
Less:
- Proposed Dividend	0.13	0.12	0.13	0.12
- Dividend Distribution Tax	0.03	0.02	0.03	0.02
Balance transferred to Balance Sheet	37.77	30.37	164.51	104.41

PERFORMANCE HIGHLIGHTS:

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

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

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

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

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

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

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

DIVIDEND

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

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

TRANSFER TO RESERVES

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

INCREASE IN SHARE CAPITAL

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

CONSOLIDATED FINANCIAL STATEMENT

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

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

SUBSIDIARIES. ASSOCIATE AND JOINT VENTURES

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

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

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

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

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

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

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

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

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

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

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

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

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

INTERNAL FINANCIAL CONTROLS

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

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

Indian Accounting Standards (IND AS) - IFRS Converged

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

MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT

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

PARTICULARS OF CONTRACTS OR AGREEMENTS ENTERED INTO WITH RELATED PARTIES

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

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

STATUTORY AUDITORS

STATUTORY AUDITORS AND STATUTORY AUDITORSâ REPORT

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

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

Secretarial Audit Report

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

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

Reporting of Frauds by Auditors

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

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

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

H. PUBLIC DEPOSIT

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

I. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

J. BOARD AND COMMITTEES

DIRECTORS

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

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

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

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

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

Key Managerial Personnel

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

(a) Mr. Saurabh Sangavi: Whole Time Director

(b) Mr. Rajaram Shanbhag Chief Financial Officer

BOARD EVALUATION

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

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

FAMILIARIZATION PROGRAMME FOR DIRECTORS

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

POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION

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

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

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

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

(b) That they had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date;

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

(d) That Directors had prepared the annual accounts on a âgoing concernâ basis;

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

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

NUMBER OF MEETINGS OF THE BOARD

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

Audit Committee

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

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

GOVERNANCE

CORPORATE GOVERNANCE REPORT

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

RISK MANAGEMENT POLICY

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

VIGIL MECHANSIM

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

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

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

SHARE CAPITAL

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

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

EXTRACT OF ANNUAL RETURN

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

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

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

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars	Year Ended 31.03.2016	Year Ended 31.03.2015
EARNINGS Dividend LC Commission from Subsidiary Interest from Subsidiary FOB Value of Exports - Traded Goods	17,865,316 116,07,750 2,662,344 97,793,089	11,845,318 NIL NIL 362,897,177
TOTAL	129,928,499	374,742,495
OUTGO CIF Value of Imports - Traded Goods	NIL	179,420,220
TOTAL	NIL	179,420,220

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

GENERAL DISCLOSURES

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

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

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

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

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

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

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

CHANGE OF REGISTERED OFFICE OF THE COMPANY:

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

ACKNOWLEDGEMENTS:

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

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

For and on Behalf of the Board of Directors

Sd/-

PLACE: Mumbai (Nitin Kumar Didwania)

DATE: 12^th August, 2016 CHAIRMAN & DIRECTOR

DIN: 00210289

Mar 31, 2015

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

FINANCIAL RESULTS

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

(Amt in Crores)

Particulars Standalone Consolidated

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

Total Revenue 513.80 407.39 1,502.75 1,205.49

Profit before Tax 10.88 8.70 50.18 32.64

less: Provision for Taxation

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

- Deferred Tax 0.18 0.14 0.18 0.13

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

Profit after Tax 8.77 7.12 48.03 31.04

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

Add: Credit for Tax on Dividend 0.02 0.02 0.02 0.02

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

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

Profit available for Appropriation 30.52 21.87 l04.56 94.05

Less:

- Proposed Dividend 0.12 0.12 0.12 0.12

- Dividend Distribution Tax 0.02 0.02 0.02 0.02

Balance transferred to Balance Sheet 30 37 21.73 104.41 93.91

RESULTS OF OPERATION

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

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

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

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

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

DIVIDEND

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

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

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

SHARE CAPITAL

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

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

CONSOLIDATED FINANCIAL 5TATEMENT

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

SUBSIDIARIES

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

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

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

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

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

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

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

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

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

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

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

MANAGEMENT'S DISCUSSION AND ANALY585 REPORT

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

CORPORATE GOVERNANCE

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

RELATED PARTY TRANSACTIONS

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

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

DIRECTORS

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

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

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

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

DECLARATION BY INDEPENDENT DIRECTORS

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

BOARD EVALUATION

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

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

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

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

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

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

FAMILIARIZATION PROGRAMME FOR DIRECTORS

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

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

MEETINGS OF THE BOARD

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

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

Vour Directors state that;

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

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

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

(d) The Directors have prepared the annual accounts on a 'going concern' basis;

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

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

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

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

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

EXTRACT OF ANNUAL RETURN

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

STATUTORY AUDITORS

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

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

SECRETARIAT AUDITOR

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

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

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

GENERAL DISCLOSURES

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

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

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

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

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

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

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

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

FOREIGN EXCHANGE EARNINGS ANO OUTGO

Particulars Year Ended Year Ended 31.03,2015 31.03.2014

EARNINGS

Dividend 11,845,318 12,631,908

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

TOTAL 374,742,495 12,631,908

OUTGO

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

TOTAL 179,420,220 NIL

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

GREEN INITIATIVES

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

For and on Behalf of the Board of Directors

Sd/-

PLACE: Mumbai (Nitin Kumar Didwania)

DATE: 13* August 201.5 CHAIRMAN & 01 RECTOR

DIN: 00210289

Mar 31, 2014

The Members,

Veritas (India) Limited

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

FINANCIAL RESULTS

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

(Rs. in Lacs)

Standalone Consolidated

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

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

Profit before Tax 870.41 835.85 3,264.47 2,084.90

Less: Provision for Taxation

-Current Tax (167.00) (169.01) 168.74 169.01

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

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

Profit after Tax 711,83 676.53 3103.85 1,925.58

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

Profit available for Appropriation 2187.02 1,487.29 9405.00 6313.25

Less: -Proposed Dividend 12.11 12.11 12.ll 12.11

-Dividend Distribution Tax 1.96 1.96 1.96 1.96

Balance transferred to Balance Sheet 2172.95 1,473.22 9390.93 6299.18

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

OPERATIONS

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

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

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

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

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

DIVIDEND

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

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

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

WINDMILL PROJECT

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

CORPORATE GOVERNANCE

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

DIRECTORS

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

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

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

AUDITORS

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

INTERNAL AUDITOR

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

SUBSIDIARIES

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

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

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

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

M/s. Veritas FZE, incorporated in UAE

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

M/s. Veritas International FZE, incorporated in UAE

M/s Kudrat Farming Private Limited, incorporated in India

M/s Vidhata Farming Private Limited, incorporated in India

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

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

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

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

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

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

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

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

CONSOLIDATED FINANCIAL STATEMENTS

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

ii) selected such accounting policies and applied them consistently, made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2014 and of the profit of the Company for the year ended 31st March 2014.

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

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

DEPOSITS

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

PARTICULARS OF EMPLOYEES

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

CONSERVATION OF ENERGY

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

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

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

ACKNOWLEDGEMENT

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

For and on Behalf of the Board of Directors

Sd/-

PLACE: Mumbai (Nitin Kumar Didwania)

DATE: 30th May 2014 CHAIRMAN & DIRECTOR

Mar 31, 2013

Dear Shareholders,

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

FINANCIAL RESULTS

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

(Figures in Lacs)

Standalone Consolidated

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

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

Profit before Tax 835.84 736.75 2,084.90 1,560.42

Less: Provision for Taxation

- Current Tax 169.01 148.00 169.01 148.00

- Deferred Tax (9.69) 62.68 (9.69) 62.68

- Income Tax adjustment of earlier years - 0.16 - 0.16

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

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

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

Less: Dividend

- Proposed Dividend 12.11 - 12,11 -

- Dividend Distri bution Tax 1.96 - 1.96 -

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

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

OPERATIONS

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

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

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

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

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

DIVIDEND

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

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

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

WINDMILL PROJECT

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

SUBSIDIARIES

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

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

M/s. Veritas FZE, incorporated in UAE

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

M/s. Veritas International FZE, incorporated in UAE

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

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

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

CONSOLIDATED FINANCIAL STATEMENTS

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

CORPORATE GOVERNANCE

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

DIRECTORS

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

AUDITORS

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

ii) selected such accounting policies and applied them consistently, made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2013 and of the profit of the Company for the year ended 31st March 2013.

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

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

DEPOSITS

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

PARTICULARS OF EMPLOYEES

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

CONSERVATION OF ENERGY

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

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

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

ACKNOWLEDGEMENT

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

For and on Behalf of the Board

sd/-

PLACE: Mumbai Nitin Kumar

DATE: 30/05/2013 - Chairman

Mar 31, 2012

To, The Members of Veritas (India) Limited

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

FINANCIAL RESULTS

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

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

Turnover, 30705.44 21013.45 79020.01 61573.92

Profit before Tax 736.75 375.19 1560.42 2590.72

Less: Provision for Taxation

- Current Tax 148.00 76.57 148.00 78.02

Deferred Tax 62.68 78.77 62.68 78.77

- Income Tax adjustment of 0.16 6.63 0.16 6.63

earlier years Profit after Tax 525.91 213.21 1349.58 2427.30

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

Profit available for Appropriation 810.77 298.98 4387.68 3221.94

Less:

- Proposed Dividend ' 12.11 - 12.11 -

Dividend Distribution Tax 2.01 01

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

OPERATIONS

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

WINDMILL PROTECT

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

CORPORATE GOVERNANCE

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

DIRECTORS

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

AUDITORS

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

SUBSIDIARIES

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

CONSOLIDATED FINANCIAL STATEMENTS

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

ii) selected such accounting policies and applied them consistently, made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2012 and of the profit of the

Company for the year ended 31st March 2012.

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

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

DEPOSITS

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

1956. .

PARTICULARS OF EMPLOYEES

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION &__FOREIGN

EXCHANGE EARNINGS AND OUTGO

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

ACKNOWLEDGEMENT

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

For and on Behalf of the Board of Directors

Sd/-

PLACE: Mumbai (Nitin Kumar Didwania)

DATE: 27th August, 2012 CHAIRMAN

Mar 31, 2011

The Members,

Veritas (India) Limited

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

FINANCIAL RESULTS

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

(Rs. in Lacs)

Standalone Consolidated

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

Turnover 21013.45 11175.36 61573.92 22021.77

Profit before Tax 375.18 129.03 2590.72 720.22

Less: Provision for Taxation

- Current Tax 76.57 20.50 78.02 20.50

- Deferred Tax 78.77 68.60 78.77 68.60

- Income Tax adjustment of 6.63 - 6.63 - earlier years

Profit after Tax 213.21 39.93 2427.30 631.12

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

Profit available for Appropriation 298.98 85.77 3221.94 794 64

Less:

- Proposed Dividend 12.11 - 12.11 -

- Dividend Distribution Tax 2.01 - 2.01 -

Balance transferred to Balance Sheet 284.86 85.77 3207.82 794.64

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

OPERATIONS

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

DIVIDEND

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

WINDMILL PROTECT

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

CORPORATE GOVERNANCE

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

DIRECTORS

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

AUDITORS

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

SUBSIDIARIES

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

CONSOLIDATED FINANCIAL STATEMENTS

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

ii) selected such accounting policies and applied them consistently, made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2011 and of the profit of the Company for the year ended 31st March 2011,

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

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

DEPOSITS

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

PARTICULARS OF EMPLOYEES

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

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

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

ACKNOWLEDGEMENT

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

For and on Behalf of the Board of Directors

Sd/-

PLACE : Mumbai (Nitin Kumar Didwania)

DATE: 30th May, 2011 CHAIRMAN

Mar 31, 2010

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

FINANCIAL RESULTS

(Rs. in Lacs)

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

Turnover 11175.36 6604.81 22021.77 7710.36

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

- Current Tax 20.50 6.40 20.50 6.40

- Deferred Tax 68.60 25.90 68.60 25.90

- Fringe Benefit Tax - 0.53 - 0.53

Profit after Tax 39.93 22.42 631.12 140.10

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

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

OPERATIONS

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

DIVIDEND

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

WINDMILL PROTECT

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

SUBSIDIARY

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

ALLOTMENT OF EQUITY SHARES ON PREFERENTIAL BASIS

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

LISTING OF SHARES

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

SUB- DIVISION OF EQUITY SHARES

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

CORPORATE GOVERNANCE

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

DIRECTORS

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

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

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

AUDITORS

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

CONSOLIDATED FINANCIAL STATEMENTS

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

ii) selected such accounting policies and applied them consistently, made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2010 and of the profit of the Company for the year ended 31st March 2010.

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

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

DEPOSITS

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

PARTICULARS OF EMPLOYEES

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

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

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

ACKNOWLEDGEMENT:

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

For and on Behalf of the Board of Directors

Sd/- PLACE: Mumbai (Nitin Kumar Didwania)

DATE: 7th July, 2010 CHAIRMAN

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