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A Oneindia Venture

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

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Waterbase Ltd.

Mar 31, 2024

Your Directors have great pleasure in presenting the Thirty-Seventh Annual Report on the business and operations of the Company, together with the Audited Financial Statements for the year ended March 31, 2024.

1. FINANCIAL SUMMARY

The summarized standalone and consolidated results of your Company are given in the table below:

('' in Lakhs)
Particulars	Standalone		Consolidated
	Financial Year ended		Financial Year ended
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Revenue from Operations	33,925.31	30,407.83	33,925.31	30,407.83
Other Income	308.21	264.44	308.21	264.44
Total Income	34,233.52	30,672.27	34,233.52	30,672.27
Operating Expenditure	34,305.39	30,002.86	34,306.91	30,003.75
Operating Profit before Depreciation, Interest & Tax	(71.87)	669.41	(73.39)	668.52
Finance Cost	300.62	210.96	300.65	210.97
Depreciation and Amortization Expense	951.73	894.53	951.73	894.53
Profit/(Loss) Before Tax	(1,324.22)	(436.08)	(1,325.77)	(436.98)
Tax Expense:
a) Current Tax	-	-	-	-
b) Deferred Tax	(280.61)	(89.28)	(280.61)	(89.28)
Profit/(Loss) After Tax	(1,043.61)	(346.80)	(1,045.16)	(347.70)
Basic EPS (?)	(2.52)	(0.84)	(2.52)	(0.84)
Diluted EPS (?)	(2.52)	(0.84)	(2.52)	(0.84)

2. FINANCIAL STATEMENTS

The Standalone and Consolidated financial statements for the year ended March 31, 2024 have been prepared under Ind AS (Indian Accounting Standards) by the Company. The Board on the recommendation of the Audit Committee, approved both the Standalone and Consolidated Audited financial statements for the year ended March 31, 2024 at its meeting held on May 29, 2024.

3. ECONOMIC ENVIRONMENT Global economic environment

The global economy continues to confront the challenges of inflation and low growth prospects. GDP growth has been stronger than expected, but is now moderating on the back of tighter financial conditions, weak trade growth and lower business and consumer confidence.

The International Monetary Fund (IMF) predicts world economic growth to continue to grow at 3.2% during 2024 and 2025, at the same pace as in 2023. Headline inflation continued to decelerate from 6.8% in 2023 on year-on-year basis to 5.9% in 2024 and 4.5% in 2025. Despite central bank interest rate hikes to restore price stability, households in key economies were able to rely on sizeable savings built during the pandemic, contributing to surprising economic resilience. Global economic activity grew steadily, defying warnings of stagflation and global recession.

Name of the Company Secretary designated as Nodal Officer	Bala Arumugam
Direct Phone No.	044-45661700
Email ID	investor@waterbaseindia.com
Address	The Waterbase Limited Thapar House, 37, Montieth Road, Egmore, Chennai - 600 008

India economic environment

India continued to show resilience against the backdrop of a challenging global environment. Despite significant global challenges, India remained one of the fastest growing major economies. The resilience was underpinned by robust demand, strong public infrastructure investment and a strengthening financial sector.

4. COMPANY PERFORMANCEStandalone Operations

Standalone Revenue from Operations for the Financial Year ended March 31, 2024 was '' 339.25 crores, as against '' 304.08 crores in the previous Financial Year. The Loss After Tax for the year was '' 10.44 crores as against loss after tax of '' 3.47 crores for the previous year.

Consolidated Operations

Consolidated Revenue from Operations for the Financial Year ended March 31, 2024 was '' 339.25 crores, as against '' 304.08 crores in the previous Financial Year. The Loss After Tax for the year was '' 10.45 crores as against loss after tax of '' 3.48 crores for the previous year. These consolidated figures include the financial performance of M/s. Waterbase Frozen Foods Private Limited, Subsidiary Company (erstwhile Saatatya Vistaar Oorja Bengaluru Private Limited).

5. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

The Company''s equity investment in Waterbase Frozen Foods Private Limited (erstwhile Saatatya Vistaar Oorja Bengaluru Private Limited), continues at 100% as on March 31, 2024.

During the year, the Company made an investment of '' 8,00,000/- (Rupees Eight Lakhs) in the share capital of the Waterbase Frozen Foods Private Limited (erstwhile Saatatya Vistaar Oorja Bengaluru Private Limited) on March 28, 2024.

Apart from the above, the Company has not made any investment in any other entity.

6. CHANGES TO THE SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2024 is '' 65,00,00,000/- divided into 6,00,00,000 equity shares of '' 10/- each and 5,00,000 preference shares of '' 100/- each.

The Paid-Up Share Capital of the Company as on March 31, 2024 is '' 41,42,67,790 comprising of 4,14,26,779 equity shares of '' 10 each. During the year under review, the Company has not issued any shares.

7. DIVIDEND

Considering the business position and financial performance, the board has not recommended any final dividend for the FY 2023-24. Hence, no appropriations have been made to general reserves.

8. INVESTOR EDUCATION AND PROTECTION FUND

Transfer of Unpaid/ Unclaimed Dividend & Share Application Money to Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) all dividends, which remains unpaid or unclaimed for a period of seven years are required to be transferred by the Company to the IEPF established by the Central Government. Further, according to the IEPF Rules, the shares in respect of which dividend has not been encashed by the shareholders for seven consecutive years or more are also required to be transferred to the Central Government (Demat account created by the IEPF Authority).

During the year, the Company has not transferred any unclaimed dividend to the IEPF established by the Central Government. The Company has also not transferred any Equity Shares in respect of which dividend has not been paid or claimed for seven consecutive years or more as enunciated under Section 124 (6) of the Act.

Details of Nodal Officer

The details of the Nodal / Investor Grievance Officer appointed by the Company under the provisions of IEPF are given below and the same is disseminated on the website of the Company www.waterbaseindia.com/ contact_us.php.

9. FIXED DEPOSIT

The Company has not accepted any deposit within the meaning of Chapter V of the Act and the Rules framed thereunder during the year under review.

10. MATERIAL CHANGES AND COMMITMENTS IF ANY, 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

There are no 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.

11. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the Financial Year 2023-24.

12. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS / COURTS / TRIBUNALS

There were no significant material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations.

13. CREDIT RATING

The Company''s credit facilities are rated by CARE Ratings. As per the last rating dated December 6, 2023, the Company has long-term rating of CARE BBB and short-term rating of CARE A2.

14. BOARD OF DIRECTORS AND ITS COMMITTEESA. Composition of the Board of Directors

As on March 31, 2024, the Board of Directors of the Company comprised of Six Non- Executive Directors, which included, four Independent Directors. The composition of the Board of Directors is in compliance with the provisions of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015 (hereinafter referred also as "Listing Regulationsâ or SEBI (LODR), 2015) and Section 149 of the Act.

B. Change in office of Directors and Key Managerial Personnel of the Company during the year under review and details of Directors seeking appointment at the 37th Annual General Meeting.

Mr. Vikramaditya Mohan Thapar was resigned from Chairmanship and Directorship of the Company with effect from August 04, 2023 and based on the recommendation of the Nomination and Remuneration committee meeting on August 4, 2023, the board approved the proposal to appoint Mr. Vikramaditya Mohan Thapar as ''Chairman Emeritus'' of the Company with effect from August 5, 2023.

Based on the recommendation of the Nomination and Remuneration committee meeting the Board apponted Mr. Varun Aditya Thapar as the Chairman of the Board with effect from August 5, 2023.

Based on the recommendation of the Nomination and Remuneration committee, the board appointed Mr. Rahul Chandrasingh Mehta as an Additional Director(Non-Executive & Independent Director) with effect from October 26, 2023. The shareholders vide their resolution dated January 20, 2024

through postal ballot approved the appointment of Mr. Rahul Chandrasingh Mehta (DIN: 00397420) as an Independent Director of the Company.

The Notice of the ensuing Annual General Meeting includes the proposal for appointment and / or reappointment of Directors and their brief resume, specific information about the nature of expertise, the number of Companies in which they hold Directorship

and Membership / Chairmanship of the Board Committees as stipulated in the Act and the Listing Regulations.

Mr. Anil Kumar Bhandari, Independent Director, has completed his second term of appointment and has retired from the Board with effect from May 14, 2024.

Mr. Rahul Kapur, Independent Director, has completed his first term of appointment with effect from May 14, 2024 and based on the recommendation of Nomination and Remuneration committee, he has been re-appointed through circular resolution dated May 14, 2024 by the Board with effect from May 15, 2024 for a period of five consecutive years.

Ms. Shashikala Venkatraman, Independent Director would be completing her first term of appointment with effect from November 13, 2024 and based on the recommendation of Nomination and Remuneration committee, she has been re-appointed through circular resolution dated May 14, 2024 by the Board with effect from November 14, 2024 for a period of five consecutive years

C. Criteria for Determining Qualifications, Positive Attributes and Independence of a Director

The Nomination and Remuneration Committee has formulated Nomination and Remuneration Policy, which details the criteria for determining qualifications, positive attributes and Independence of Directors in terms of provisions of Section 178(3) of the Act and the Listing Regulations. The policy forms part of this report.

D. Declaration by Independent Directors

All the Independent Directors, have furnished a declaration that they meet the criteria of independence as envisaged in Regulation 16 of the Listing Regulations and Section 149(6) of the Act. In the opinion of the Board, the Independent Directors of the Company possess necessary expertise, integrity and experience.

E. Certificate from Practicing Company Secretary

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the Listing Regulations, M/s Rengarajan & Associates, Company Secretary in Practice, Chennai, has certified that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Director of the Company by the Board/ Ministry of Corporate Affairs or any such statutory authority.

F. Number of Meetings of the Board of Directors

The Board meets at regular intervals to adopt financial results and consider and decide business policies and strategic proposals apart from other items of business. The Board and Committee meetings are pre-scheduled and a tentative annual calendar of meetings is circulated to the Directors in advance to ensure participation of all Directors.

During the year under review, four Board meetings were held and meetings of sub-committees were also held on regular intervals. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations. The details of the meetings are given in the Report on Corporate Governance which forms part of this Report. The Company provides all the Board members the facility to participate in the meetings of Board and Subcommittees through Video Conferencing / Other Audio-Visual Means.

Pursuant to the requirements of Schedule IV to the Act and the Listing Regulations, a separate Meeting of the Independent Directors of the Company was held on March 29, 2024, and the Directors reviewed and assessed the matters enumerated under Schedule IV(VII)(3) to the Act and Regulation 25(4) of the Listing Regulations. All the Independent Directors except Mr. Anil Kumar Bhandari attended the meeting.

G. Statutory Committees of the Board

Pursuant to the requirements under the Act and the Listing Regulations, the Board of Directors has constituted various Committees of Board such as Audit Committee ("ACâ), Nomination and Remuneration Committee ("NRCâ), Stakeholders'' Relationship Committee ("SRCâ), and Corporate Social Responsibility ("CSRâ) Committee.

The composition and terms of reference of AC, NRC, SRC and CSR and number of meetings held during the year under review are given in the Report on Corporate Governance forming part of this Annual Report as Annexure 5.

H. Board Evaluation and Familiarization

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried the annual performance evaluation of its own performance, the Directors (excluding the Director being evaluated) as well as the sub-committees of the Board. The Nomination and Remuneration Committee of the Company has carried out evaluation of performance of each Individual Director. Performance evaluation was made based on structured questionnaire considering the indicative criteria prescribed in the Nomination & Remuneration Policy of the Company read with SEBI Guidance Note on Board Evaluation.

Evaluation of the Board was made based on the role played by the Board in decision making, evaluating strategic proposals, discussing annual budgets, assessing adequacy of internal controls, review of risk management procedures etc. The evaluation of individual Director was carried out based on various parameters such as participation in the Board and its Committee meetings, contribution towards strategic proposals, suggesting risk mitigation measures, supporting in putting place internal controls, governance, leadership and talent development and managing external stakeholders. Performance evaluation of various sub-committees

of the Board was carried out based on the criteria such as constitution, effective functioning of the Subcommittees as per the terms of reference, periodical suggestions and recommendations given by the Subcommittees to the Board etc.

In the meeting of Independent Directors held during the year, the members evaluated the performance of the Chairman based on criteria such as giving guidance to the Board and ensuring the independence of the Board etc. The performance of the Non-Independent Directors was also evaluated based on their contribution made to the growth of the Company, strategic initiatives and Board deliberations.

The Company takes all steps necessary to keep the Directors apprised of key developments in the Business and Industry and to familiarize them for enabling their contribution and good governance. Since the Independent Directors are the critical link in any successful Corporate Governance program, a detailed Appointment Letter incorporating the roles, duties and expectations, remuneration, insurance cover, code of conduct, etc., is issued for the acceptance of the Independent Directors.

Further, as part of the Board/ Committee Meetings, the Independent Directors are briefed about the developments impacting the Industry, various strategic initiatives of the Company, update on operations etc. Product information brochures and Annual Reports are given for their reference. Senior Executives regularly make presentations by audio visual means to the Board. The broad overview of the Company''s approach to familiarization of Directors is available at the link https://www.waterbaseindia. com/investor_relations.php.

I. Directorsâ Responsibility Statement

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

I. That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

II. 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 at the end of the financial year and of the profit and loss of the Company for that period;

III. 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;

IV. That they had prepared the annual accounts on a

going concern basis;

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

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

15. AUDIT RELATED MATTERSA. Statutory Auditors

The current Statutory Auditors, M/s Deloitte Haskins & Sells LLP, Chartered Accountants (Firm''s Registration No. 117366W / W-100018), were appointed at the Annual General Meeting held on August 18, 2022 for a period of 5 (Five) consecutive years, to hold office until the conclusion of fortieth Annual General Meeting to be held in the year 2027.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors on the financial statements in their report for the year 2023-24.

Further, the reports of the Statutory Auditors for FY 2023-24 are given along with the Standalone and Consolidated Financial Statements which are annexed to and forms part of this report.

B. Secretarial Auditors

As required under Section 204 of the Companies Act, 2013 and Rules thereunder, the Board had appointed M/s Rengarajan & Associates, Practicing Company Secretaries, as secretarial auditor of the Company for FY 2023-24. The report of the said Secretarial Auditor for FY 2023- 24 is annexed to and forms part of this report as Annexure 8.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Secretarial Auditors in their report for the year 2023-24.

C. Internal Auditors

As per Section 138 of the Companies Act, 2013, the Company has appointed M/s. Ernst & Young LLP as the Internal Auditors of the Company. The Auditors present their report to the Audit Committee on quarterly basis.

D. Cost Records.

The Company is not required to maintain Cost Records as specified by the Central Government u/s 148 (1) of the Companies Act, 2013.

16. REPORTING OF FRAUDS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors has reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees.

17. POLICY MATTERS

A. Nomination and Remuneration Policy

In terms of provisions of Section 178(3) of the Act, the Nomination and Remuneration Committee of the Company has formulated and recommended to the Board a policy, containing the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a Director and it highlights the remuneration for the Directors, Key Managerial Personnel and other employees, ensuring that it covers the matters mentioned in Section 178(4) of the Act. The policy is attached as Annexure 1 to this report.

Particulars of Remuneration details of Directors, Key Managerial Personnel and Employees

The remuneration details of Directors and Key Managerial Personnel and ratio of remuneration of each Director to the median of employees'' remuneration as per Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure 1A.

In accordance with the provisions of Section 197(12) of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and particulars of remuneration of top ten employees who have drawn remuneration not less than the limits specified in the Rules are available with the Company and in terms of provisions of Section 136(1) of the Act, this report is being sent to the members without this detail and any member desirous of obtaining information may write to the Company and the same shall be provided through electronic mode till the date of the ensuing Annual General Meeting.

B. Vigil Mechanism / Whistle Blower Policy

The Audit Committee reviews on a quarterly basis the functioning of the Whistle Blower and Vigil Mechanism. In order to ensure that the policy is adhered to, and to assure that the concern will be acted upon seriously, the Company has committed itself to the following:

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

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

3. Ensure complete confidentiality and no attempt to conceal evidence of the Disclosure;

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

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

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

The details of the Whistle Blower Policy are available on the website of the Company at https://www. waterbaseindia.com/investor_relations.php.

C. Corporate Social Responsibility Policy

In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility (CSR) Committee and framed a CSR policy which details the programs / activities that can be carried out under various program heads. CSR policy of the Company is available on the website https://www.waterbaseindia.com/investor_relations. php. The Company believes that its ultimate objective is to benefit communities through initiatives, which contribute to nation building.

The Company''s leadership takes active responsibility in various community engagement initiatives. The CSR activities of the Company are routed through the KCT Group Trust specifically formed for the purpose of carrying out the CSR activities as mandated under section 135 of the Act.

During the financial year ended March 31, 2024, the CSR initiatives of the Company was carried out through the registered Trust established by the KCT Group under the name and style of ''KCT Group Trust'', which has carried on projects on its own as well as lent support to identified projects carried on by other likeminded agencies which have far reaching societal implications. A Report on the CSR Activities of the Company has been annexed as Annexure 3 to this report.

18. OTHER MATTERSA. Internal Financial Controls

the Internal Audit was conducted and detailed review of control processes in key control areas and identified design gaps, improvement opportunities and management check points which helps in strengthening the processes and monitoring was undertaken.

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

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

Besides, the Company has also implemented SAP ERP for all its processes to strengthen the internal control and segregation of duties/access.

Key controls in operational, financial and IT processes were tested to provide assurance regarding compliance with the existing policies and significant operating procedures and no significant weaknesses/ deviations were noted in operational controls. Further, the Statutory Auditors of the Company also carried out audit of Internal Financial Controls over Financial Reporting of the Company as on March 31, 2024 and issued their report which forms part of the Independent Auditor''s report.

B. Risk Management

The Company carries out a detailed Risk assessment exercise and has implemented the Enterprise Risk Management (ERM) policy/ framework. This framework is applicable for all strategic, high level operational, financial reporting, compliance and enterprise wide risks that have a high impact on the Company.

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

C. Particulars of Loans, Guarantees and Investments

During the year, the Company has made an investment of '' 8,00,000/- (Rupees Eight Lakhs) in the share capital of the Waterbase Frozen Foods

Private Limited (erstwhile Saatatya Vistaar Oorja Bengaluru Private Limited) on March 28, 2024.

Apart from the above, the Company has not given any loan, provided any guarantee or made any investment falling under the provisions of Section 186 of the Act.

D. Financial Position and Performance of Subsidiaries, Joint Ventures and Associates

The financial summary of Waterbase Frozen Foods Private Limited, subsidiary company is as under:

('' Lakhs)
Particulars	Financial Year ended	Financial Year ended
	31.03.2024	31.03.2023
Revenue from Operations	-	-
Profit Before Tax	(1.54)	(0.91)
Profit/Loss After Tax	(1.54)	(0.91)

Consolidated Financial Statements of the Company are prepared in accordance with Indian Accounting Standards (IND AS) notified under Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and presentation requirements of Division II of Schedule III to the Act, (Ind AS compliant Schedule III), as applicable to the consolidated financial statements and the same forms an integral part of this Report.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiary, for the Financial Year 2023-24 is given in Form AOC-1 (Annexure 4) which forms an integral part of this Annual Report.

In accordance with Section 136(1) of the Act, the Annual Report of your Company containing inter alia, financial statements including consolidated financial statements, has been placed on the Company''s website, https://www.waterbaseindia.com/investor_ relations.php. Further, the financial statements of the subsidiary have also been placed on the Company''s website separately.

The audited financial statements including the consolidated financial statements of the Company, audited financial statements in respect of the subsidiary company shall be available for inspection for members. Any member desirous of inspecting the above documents may write to the Company and the facility to inspect the documents electronically shall be provided.

E. Any Revision Made in Financial Statements or Boardâs Report

The Company has not revised the Financial

Statements or Board''s Report in respect of any of the three preceding Financial Years.

F. Code of Conduct

In compliance with Regulation 26(3) of the Listing Regulations and the Act, the Company has framed and adopted Code of Conduct ("the Codeâ) for Directors and Senior Management, which provides guidance on ethical conduct of business and compliance of law.

All Members of the Board and Senior Management personnel have affirmed the compliance with the Code as on March 31, 2024. A declaration to this effect, signed by the Chief Executive Director in terms of the Listing Regulations is given in the Report of Corporate Governance forming part of this Annual Report. The Code is made available on the Company''s website https://www.waterbaseindia. com/investor_relations.php.

G. Extract of Annual Return

The details forming part of the extract of the Annual Return for FY 2023-24 in form MGT-9 is made available on the Company''s website https://www. waterbaseindia.com/investor_relations.php.

Further, a copy of the Annual Return of the Company containing the particulars prescribed under section 92 of the Act, in Form MGT-7, as on March 31, 2024, is made available on the Company''s website.

H. Management Discussion and Analysis Report

As per the terms of Regulation 34(2)(e) of the Listing Regulations, the Management Discussion and Analysis Report forms part of this Annual Report.

I. Related Party Transactions

All related party transactions which were entered during the Financial Year were in the ordinary course of business and on an arm''s length basis. There were no materially significant related party transactions entered by the Company with the Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interests of the Company.

A statement of all related party transactions is presented before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of transactions. The Audit Committee also grants omnibus approval for certain contracts and arrangements with Related Parties as per the provisions contained in the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Since all the Related Party Transactions entered during the Financial Year were on an arm''s length basis and in the ordinary course of business, no details are required to be provided in Form AOC-2 as prescribed under Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

In accordance with the requirements of the Listing Regulations, the Company has also adopted Policy on Materiality and dealing with Related Party Transactions and the same has been placed on the website of the Company.

J. Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements. The Report on Corporate Governance as required under Regulation 34(3) read with Schedule V of the Listing Regulations forms part of this Annual Report as Annexure 5.

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

The information pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is furnished in Annexure 2 and forms part of this Report.

L. Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company''s policy on prevention of sexual harassment of women provides for the protection of women employees at the workplace and for prevention and redressal of such complaints. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, the Company has not received any complaints.

M. Employee stock option plan

During the year ended March 31, 2024, the Company has received the in-principle approval for the ESOP plan from the stock exchange, however there was no options granted under the ESOP and the company has postponed the plan for rolling out the ESOP to the employees.

19. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the various Secretarial

Standards issued by the Institute of Company Secretaries

of India.

20. LISTING OF SHARES

The equity shares of the Company are listed on the BSE

Ltd. (BSE). The listing fee for the Financial Year 2023-24

has been paid to the credit of the Stock Exchange.

21. CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

The Board has formulated code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information for fair disclosure of events and occurrences that could impact price discovery in the market for the Company''s securities and to maintain the uniformity, transparency and fairness in dealings with all stakeholders and ensure adherence to applicable laws and regulations. The Audit Committee on an annual basis conducts a review on the adherence to the policy. The copy of the same is available on the website of the Company at https://www.waterbaseindia.com/investor_ relations.php

22. PREVENTION OF INSIDER TRADING

The Board has formulated code of conduct for regulating, monitoring and reporting of trading of shares by Insiders. This code lays down guidelines, procedures to be followed and disclosures to be made by the insiders while dealing with shares of the Company and cautioning them on consequences of non-compliances. The copy of the same is available on the website of the Company at https:// www.waterbaseindia.com/investor_relations.php

23. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC).

No application under IBC was initiated by the Company as on March 31, 2024. There was no instance of one time settlement with any Bank or financial institutions.

24. ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the steadfast commitment and highly motivated performance by employees at all levels which is instrumental in sustained performance of the Company. Your Directors also sincerely thank channel partners, shareholders, various Government & other Statutory Authorities, Banks, Financial Institutions and Analysts for their continued assistance, co- operation and support.

Mar 31, 2023

The Directors have great pleasure in presenting the Thirty-Sixth Annual Report on the business and operations of the Company, together with the Audited Financial Statements for the year ended March 31, 2023.

1. FINANCIAL SUMMARY

The summarized standalone and consolidated results of your Company are given in the table below:

(Rs. in Lakhs)
Particulars	Standalone		Consolidated
	Financial Year ended		Financial Year ended
31.03.2023	31.03.2022	31.03.2023	31.03.2022
Revenue from Operations	30,407.83	29,872.95	30,407.83	29,872.95
Other Income	264.44	260.00	264.44	260.00
Total Income	30,672.27	30,132.95	30,672.27	30,132.95
Operating Expenditure	30,002.86	29,166.69	30,003.75	29,168.95
Operating Profit before Depreciation, Interest & Tax	669.41	966.26	668.52	964.00
Finance Cost	210.96	83.80	210.97	83.81
Depreciation and Amortization Expense	894.53	846.42	894.53	846.42
Profit Before Tax	(436.08)	36.04	(436.98)	33.77
Tax Expense:
a) Current Tax	-	-	-	-
b) Deferred Tax	(89.28)	26.28	(89.28)	26.28
Profit After Tax	(346.80)	9.76	(347.70)	7.49
Basic EPS (?)	(0.84)	0.02	(0.84)	0.02
Diluted EPS (?)	(0.84)	0.02	(0.84)	0.02

2. FINANCIAL STATEMENTS

The Standalone and Consolidated financial statements for the year ended March 31,2023 have been prepared under Ind AS (Indian Accounting Standards) by the Company. The Board on the recommendation of the Audit Committee, approved both the Standalone and Consolidated Audited financial statements for the year ended March 31,2023 at its meeting held on May 25, 2023.

3. ECONOMIC ENVIRONMENT Global Economy

As per the International Monetary Fund''s (IMF) World Economic Outlook, the global economy is poised for a gradual recovery from the pandemic and Russia''s unprovoked war on Ukraine. China is rebounding strongly following the reopening of its economy. Supply-chain disruptions are unwinding, while the dislocations to energy and food markets caused by the war are receding. Simultaneously, the massive and synchronous tightening of monetary policy by most central banks should start to bear fruit, with inflation declining towards its target. Fall in the gilt market in the United Kingdom and the recent banking turbulence in the United States with the collapse of a few regional banks illustrate that significant vulnerabilities exist among banks and non-banking financial institutions.

IMF forecasted global growth to bottom out at 2.8 percent in 2023 before rising modestly to 3.0 percent in 2024. Global inflation will decline, although more slowly than initially anticipated - from 8.7 percent in 2022 to 7.0 percent this year and a projected 4.9 percent in 2024. Notably, emerging market and developing economies are powering ahead, with growth rates rising from 2.8 percent in 2022 to 4.5 percent this year. The slowdown is concentrated in advanced economies, especially the Euro area and United Kingdom, where growth is expected to fall to

0.7 percent and -0.4 percent respectively this year before rebounding to a projected 1.8 and 2.0 percent in 2024.

IMF expects India to grow 5.9% in FY 2023-24 and by an average 6.1% across five years.

Indian Economy

The Ministry of Statistics and Programme Implementation (MoSPI) in its second advance estimates pegged India''s GDP for FY 2022-23 at 7%. The Asian Development Bank (ADB) projected Indian economy to expand 7% while the IMF pegged India''s growth at 6.8 percent in FY 2022-23.

As per the Reserve Bank of India, India is expected to record GDP growth of 7.0% for 2022-23, above IMF

projections, due to aggregate demand conditions remaining resilient, supported by a rebound in contact-intensive services. Expectations of a bumper rabi harvest, fiscal thrust on infrastructure, and revival in corporate investment in select sectors augur well. In response to monetary policy actions and supply side measures, headline CPI inflation declined from a peak of 7.8 per cent in April 2022 to 5.7 per cent in March 2023 and is projected to ease to 5.2 per cent in Q4, 2023-24.

4. COMPANY PERFORMANCE Standalone Operations

Standalone Revenue from Operations for the Financial Year ended March 31, 2023 was T 304.08 crores, as against T 298.73 crores in the previous Financial Year. The Loss After Tax for the year was T 3.47 crores as against profit after tax of T 0.09 crores for the previous year.

Consolidated Operations

Consolidated Revenue from Operations for the Financial Year ended March 31, 2023 was T 304.08 crores, as against T 298.73 crores in the previous Financial Year. The Loss After Tax for the year was T 3.48 crores as against profit after tax of T 0.07 crores for the previous year. These consolidated figures include the financial performance of M/s. Waterbase Frozen Foods Private Limited, Subsidiary Company (erstwhile Saatatya Vistaar Oorja Bengaluru Private Limited).

Economic growth during the year under review was subdued due to the outbreak of Covid-19 pandemic, leading to muted consumer demand across globe and higher outlay of Government budgets in combatting the health crisis. Revenue growth of the Company for the year was impacted due to macroeconomic slowdown and disruption caused by COVID-19 pandemic.

5. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

The Company''s equity investment in Waterbase Frozen Foods Private Limited, continues at 100% as on March 31, 2023. During the year under review, the Company has not made any investment in any other entity.

6. CHANGES TO THE SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2023 is T 65,00,00,000/- divided into 6,00,00,000 equity shares of T 10/- each and 5,00,000 preference shares of T 100/- each.

The Paid-Up Share Capital of the Company as on March 31, 2023 is T 41,42,67,790 comprising of 4,14,26,779 equity shares of T 10 each. During the year under review, the Company has not issued any shares.

7. DIVIDEND

Considering the business position and financial performance, the board has not recommended any final dividend for the FY 2022-23.

8. INVESTOR EDUCATION AND PROTECTION FUND

Transfer of Unpaid/ Unclaimed Dividend & Share Application Money to Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of the Section 124 of the Companies Act, 2013 (hereinafter also referred to as "the Act"), read with Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, ("Rules") as amended, the dividends, unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account of the Company are liable to be transferred to the IEPF.

Accordingly, the Company has transferred the unclaimed and unpaid dividends as well as the corresponding shares as per the requirements of the IEPF Rules, details of which are provided on our website, at https://www.waterbaseindia.com.

During the year, the Company has transferred an amount of '' 8.73 Lakhs being the unclaimed dividend (Final) for the year 2014-15 to the IEPF established by the Central Government. The Company has also transferred 66,760 Equity Shares in respect of which dividend has not been paid or claimed for seven consecutive years or more as enunciated under Section 124 (6) of the Companies Act, 2013.

Details of Nodal Officer

Name of the Company Secretary designated as Nodal Officer	Bala Arumugam
Direct Phone No.	044-45661700
Email ID	investor@waterbaseindia.com
Address	The Waterbase Limited Thapar House, 37, Montieth Road, Egmore, Chennai - 600 008

9. FIXED DEPOSIT

The Company has not accepted any deposit within the meaning of Chapter V of the Act and the Rules framed thereunder during the year under review.

11. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the Financial Year 2022-23.

12. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS / COURTS / TRIBUNALS

There were no significant material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations.

13. CREDIT RATING

The Company''s credit facilities are rated by CARE Ratings. As per the last rating dated September 6, 2022, the Company has long-term rating of CARE BBB and short-term rating of CARE A2.

14. BOARD OF DIRECTORS AND ITS COMMITTEES

A. Composition of the Board of Directors

As on March 31, 2023, the Board of Directors of the Company comprised of Six Non- Executive Directors, which included, three Independent Directors. The composition of the Board of Directors is in compliance with the provisions of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (hereinafter referred also as "Listing Regulations" and Section 149 of the Act.

B. Change in office of Directors and Key Managerial Personnel of the Company during the year under review and details of Directors seeking re-appointment at the 36^th Annual General Meeting

Mr. T B Srikkant has resigned as Company Secretary of the Company with effect from August 19, 2022.

Ms. Nitasha Thapar was appointed as an

Additional Director (Non-Executive & Non Independent) with effect from February 8, 2023. The shareholders vide their resolution dated May 5, 2023 through postal ballot approved the appointment of Ms.Nitasha Thapar (DIN: 00061445) as Non-Executive Director of the Company.

Mr. Ranjit Mehta has resigned from the position of Independent Director of the Company with effect from February 8, 2023.

Mr. Bala Arumugam was appointed as Company Secretary and Compliance Officer of the Company with effect from February 8, 2023.

The Notice of the ensuing Annual General Meeting includes the proposal for appointment and / or re-appointment of Director and their brief resume, specific information about the nature of expertise, the number of Companies in which he holds Directorship and Membership / Chairmanship of the Board Committees as stipulated in the Act and the Listing Regulations.

C. Criteria for Determining Qualifications, Positive Attributes and Independence of a Director

D. Declaration by Independent Directors

All the Independent Directors, have furnished a declaration that they meet the criteria of independence as envisaged in Regulation 16 of the Listing Regulations and Section 149(6) of the Act.

E. Certificate from Practicing Company Secretary

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the Listing Regulations, M/s Rengarajan & Associates, Company Secretary in Practice, Chennai, has certified that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Director of Companies by the Board/Ministry of Corporate Affairs or any such statutory authority.

F. Number of Meetings of the Board of Directors

The Board meets at regular intervals to adopt financial results and consider and decide business policies and strategic proposals apart from other

items of business. The Board and Committee meetings are pre-scheduled and a tentative annual calendar of meetings is circulated to the Directors in advance to ensure participation of all Directors.

During the year under review, four Board meetings were held and meetings of Subcommittees were also held on regular intervals. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations. The details of the meetings are given in the Report on Corporate Governance which forms part of this Report. The Company provides all the Board members the facility to participate in the meetings of Board and Sub-committees through Video Conferencing / Other Audio-Visual Means.

Pursuant to the requirements of Schedule IV to the Act and the Listing Regulations, a separate Meeting of the Independent Directors of the Company was held on March 29, 2023, and the Directors reviewed and assessed the matters enumerated under Schedule IV(VII)(3) to the Act and Regulation 25(4) of the Listing Regulations. All the Independent Directors attended the meeting.

G. Statutory Committees of the Board

Pursuant to the requirements under the Act and the Listing Regulations, the Board of Directors has constituted various Committees of Board such as Audit Committee ("AC"), Nomination and Remuneration Committee ("NRC"), Stakeholders'' Relationship Committee ("SRC"), and Corporate Social Responsibility ("CSR") Committee.

H. Board Evaluation and Familiarization

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried the annual performance evaluation of its own performance, the Directors (excluding the Director being evaluated) as well as the subcommittees of the Board. The Nomination and Remuneration Committee of the Company has carried out evaluation of performance of each Individual Director. Performance evaluation was made based on structured questionnaire considering the indicative criteria prescribed in the Nomination & Remuneration Policy of

the Company read with SEBI Guidance Note on Board Evaluation.

link http://www.waterbaseindia.com/investor_ relations.php.

I. Directors'' Responsibility Statement

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

I. That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

IV. That they had prepared the annual accounts on a going concern basis;

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

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

5. AUDIT RELATED MATTERS

A. Statutory Auditors

The current Statutory Auditor, M/s Deloitte Haskins & Sells LLP, Chartered Accountants (Firm''s Registration No. 117366W / W-100018), were appointed at the Annual General Meeting held on August 18, 2022 for a period of 5 (Five) consecutive years, to hold office until the conclusion of fortieth Annual General Meeting to be held in 2027.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors on the financial statements in their report for the year 2022-23.

Further, the reports of the Statutory Auditors for FY 2022-23 are given along with the Standalone and Consolidated Financial Statements which is annexed to and forms part of this report.

B. Secretarial Auditors

As required under Section 204 of the Companies Act, 2013 and Rules thereunder, the Board had appointed M/s Rengarajan & Associates, Practicing Company Secretaries, as secretarial auditor of the Company for FY 2022-23. The report of the said Secretarial Auditor for FY 202223 is annexed to and forms part of this report as Annexure 8.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Secretarial Auditors in their report for the year 2022-23.

C. Internal Auditors

As per Section 138 of the Companies Act, 2013, the Company has appointed M/s. Ernst & Young as the Internal Auditors of the Company. The Auditors present their report to the Audit Committee on quarterly basis.

16. REPORTING OF FRAUDS

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees.

17. POLICY MATTERS

A. Nomination & Remuneration Policy

Particulars of Remuneration details of Directors, Key Managerial Personnel and Employees

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure 1A.

B. Vigil Mechanism / Whistle Blower Policy

The Audit Committee reviews on quarterly basis the functioning of the Whistle Blower and Vigil Mechanism. In order to ensure that the policy is adhered to, and to assure that the concern will be acted upon seriously, the Company has committed itself to the following:

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

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

3. Ensure complete confidentiality and no attempt to conceal evidence of the Disclosure;

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

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

The details of the Whistle Blower Policy are available on the website of the Company at http://www.waterbaseindia.com/investor_ relations.php.

C. Corporate Social Responsibility Policy

In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility (CSR) Committee and framed a CSR policy which details the programs / activities that can be carried out under various program heads. CSR policy of the Company is available on the website http://www. waterbaseindia.com/investor_relations.php. The Company believes that its ultimate objective is to benefit communities through initiatives, which contribute to nation building.

The Company''s leadership takes active responsibility in various community engagement initiatives. The Company follows a system of Triple Bottom Line accountability to measure its performance and its impact on inclusive and equitable growth of the marginalized sections of society.

The CSR Committee of the Board had approved the list of CSR Projects/ Programmes to be undertaken by KCT Group Trust from out of the funds provided by the Company and also monitored the implementation of those CSR projects and programmes.

During FY23, the CSR initiatives of the Company was carried out through the registered Trust established by the KCT Group under the name and style of ''KCT Group Trust'', which has carried on projects on its own as well as lent support to identified projects carried on by other like minded agencies which have far reaching societal implications. A Report on the CSR Activities of the Company has been annexed as Annexure 3 to this report.

18. OTHER MATTERSA. Internal Financial Controls

The Company has Internal Control Systems commensurate with the nature of its business, size and complexities. Audit Committee reviews the adequacy and effectiveness of internal control system and monitors the implementation of audit recommendations. During the year under review, the Internal Audit was conducted and detailed review of control processes in key control areas and identified design gaps, improvement opportunities and management check points which helps in strengthening the processes and monitoring was undertaken.

Besides, the Company has also implemented SAP ERP for all its processes to strengthen the internal control and segregation of duties/access.

Key controls in operational, financial and IT processes were tested to provide assurance regarding compliance with the existing policies and significant operating procedures and no significant weaknesses/deviations were noted in operational controls. Further, the Statutory Auditors of the Company also carried out audit of Internal Financial Controls over Financial Reporting of the Company as on March 31, 2023 and issued their report which forms part of the Independent Auditor''s report.

B. Risk Management

C. Particulars of Loans, Guarantees and Investments

During the year under review, the Company has not given any loan, provided any guarantee or made any investment falling under the provisions of Section 186 of the Act.

D. Financial Position and Performance of Subsidiaries, Joint Ventures and Associates

The financial summary of Waterbase Frozen Foods Private Limited, subsidiary company is as under:

Rs. in Lakhs
Particulars	2022-23	2021-22
Revenue from Operations	-	-
Profit/(Loss) Before Tax	(0.91)	(2.27)
Profit/(Loss) After Tax	(0.91)	(2.27)

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiary, for the Financial Year 2022-23 is given in Form AOC-1 (Annexure 4) which forms an integral part of this Annual Report.

In accordance with Section 136(1) of the Act, the Annual Report of your Company containing inter alia, financial statements including consolidated

financial statements, has been placed on the Company''s website, http://www.waterbaseindia. com/investor_relations.php. Further, the financial statements of the subsidiary have also been placed on the Company''s website separately.

E. Any Revision made in Financial Statements or Boards'' Report

The Company has not revised the Financial Statements or Board''s Report in respect of any of the three preceding Financial Years.

F. Code of Conduct

In compliance with Regulation 26(3) of the Listing Regulations and the Act, the Company has framed and adopted Code of Conduct ("the Code") for Directors and Senior Management, which provides guidance on ethical conduct of business and compliance of law.

All Members ofthe Board and Senior Management personnel have affirmed the compliance with the Code as on March 31, 2023. A declaration to this effect, signed by the Chief Executive Officer in terms of the Listing Regulations is given in the Report of Corporate Governance forming part of this Annual Report. The Code is made available on the Company''s website http://www. waterbaseindia.com/investor_ relations.php.

G. Extract of Annual Return

The details forming part of the extract of the Annual Return for FY 2022-23 in form MGT-9 is made available on the Company''s website http:// www.waterbaseindia.com/investor_relations. php.

Further, a copy of the Annual Return of the Company containing the particulars prescribed under section 92 of the Act, in Form MGT-7, as on March 31, 2023, is made available on the Company''s website.

H. Management Discussion and Analysis Report

As per the terms of Regulation 34(2)(e) of the Listing Regulations, the Management Discussion and Analysis Report forms part of this Annual Report.

I. Related Party Transactions

A statement of all related party transactions is presented before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of transactions. The Audit Committee also grants omnibus approval for certain contracts and arrangements with Related Parties as per the provisions contained in the Act and Listing Regulations. Since all the Related Party Transactions entered during the Financial Year were on an arm''s length basis and in the ordinary course of business, no details are required to be provided in Form AOC-2 as prescribed under Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

J. Corporate Governance

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

The information pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is furnished in Annexure 2 and forms part of this Report.

L. Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

19. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the various Secretarial Standards issued by the Institute of Company Secretaries of India.

20. LISTING OF SHARES

The equity shares of the Company are listed on BSE Ltd. The listing fee for the Financial Year 2023-24 has been paid to the credit of the Stock Exchange.

21. CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

available on the website of the Company at http:// www.waterbaseindia.com/investor_relations.Php

22. PREVENTION OF INSIDER TRADING

23. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016.

No application under IBC was initiated by the Company as on March 31,2023. There was no instance of one time settlement with any Bank or financial institutions.

24. ACKNOWLEDGEMENT

Mar 31, 2018

Dear Shareholders, The Directors have pleasure in presenting the 31^st Annual Report together with the audited financial statements for the year ended 31^st March, 2018.

Financial Highlights ('' in Cr.)

Particulars	FY18	FY17
Total Revenue	344.29	323.50
Total Expenses	295.68	305.58
Profit Before Tax (PBT)	48.61	17.92
Income Tax	18.71	6.34
Profit After Tax (PAT)	29 90	11.57
Other Comprehensive Income	0.17	(0.22)
Total Comprehensive Income	30.07	11.35
Basic EPS (in Rs]	7.58	3.00
Diluted EPS (in Rs]	7.58	2.79

Financial Statements

The Financial Statements for the year ended March 31, 2018 have been prepared under Ind AS (Indian Accounting Standards] by the Company. Further the Board at the Meeting held on 25^th May 2018 approved the Audited Financial Statements for the year ended 31^st March 2018.

Performance Overview & Strategic Initiatives

The Company reported revenues of Rs. 344.29 Crores in FY18 compared to Rs. 323.50 Crores last year, registering a growth of 6%. Total expenditure for the year stood at Rs. 295.68 Crores lower by 3% when compared with last year. The Finance costs have almost come down to half of previous year from Rs. 8.60 Crores to Rs 4.39 Crores. During the year, the Company provided Rs. 18.71 Crores for taxation as against Rs.6.34 Crores in the same period last year

A concerted focus on the shrimp feed business and leveraging our expanded distribution network has led to strong volume growth which, supported by benign raw material prices, has propelled the Company to deliver its highest ever annual profit. The amalgamation with Pinnae Feeds has contributed significant capacity addition.

During the year customers responded favorably to the Company''s range of farm care products under the brand BayLife'' which strengthened the competitive offering.

The Company also offers frozen raw shrimp and pasteurized crab meat under the brand "Prize Catch" to institutional clients (Hotel Chains, Restaurants and Institutions] in Chennai, Bangalore & Goa and has received a good response. The company is Looking progressiveLy to extend the Launch of âPrize Catch'' products in other Cities.

The Company has commenced trial production at its Vannamei hatchery, after obtaining aLL necessary approvals.

Dividend and Appropriations

Based on the Company''s financial performance and considering the profitability and cash flow, the Board had recommended a final dividend of Rs. 1.50/- per equity share for FY18 at the meeting held on 25^th May, 2018. This dividend was declared considering the paid-up equity share capital of 4,14,26,779 shares of Rs 10/- each. The Dividend is payable on obtaining the Shareholderâs approval in the ensuing thirty first Annual General Meeting of the Company. The Company does not propose to transfer any amount to reserves.

Directors and Key Managerial Personnel

During FY18 there was no change in the composition of the Board of Directors. The Independent Directors of the Company have given a declaration as to their Independence, as required under Section 149 of the Companies Act 2013. Mr. G Venkatram, resigned from the post of Company Secretary with effect from 14^th February 2018 and Mr R. Sureshkumar, Chief Financial Officer of the Company who is also a qualified Company Secretary, was designated as the Compliance Officer with effect from 15^th February 2018 in the Board meeting held on 09^th February 2018. Mr R. Achuthan, a qualified Company Secretary was appointed as Company Secretary and Compliance Officer of the Company in the Board meeting held on 25^th May 2018.

Board Evaluation and Familiarization

The Company''s Board has established a formal annual evaluation framework for measuring the performance of itself, the individual Directors and the Board level Committees. The evaluation framework envisages a three stage evaluation process wherein the Independent Directors, Nomination and Remuneration Committee and the Board are involved. During FY18, the annual evaluation process was kick started at the meeting of Independent Directors held on 26^th February, 2018. Thereafter, the Nomination and Remuneration Committee and the Board completed the annual evaluation process at their respective meetings held on 25^th May, 2018.

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

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

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

Meetings of the Board

The meetings of the Board are scheduled at regular intervals to decide and discuss on business performance, policies, strategies and other matters of significance. The Board of Directors of the Company met five times during the financial year on 30^th May 2017, 09^th August 2017, 14^th November 201 7, 29^th November 2017 and 09^th February 2018. Further details of Board and Committee Meetings and attendance thereon are provided in the Corporate Governance Report, which is annexed to and forms part of this Report.

Policy on Directors'' Appointment and Remuneration

As on 31^st March, 2018, the Board consists of 8 (eight) members, of which 4 (four) are Independent non-executive directors and 4 (four) are non-executive directors. The policy of the Company on Director''s appointment and remuneration, including criteria for determining qualifications, independence and other matters as provided under subsection (3) of Section 178 of the Companies Act, 2013 and the details of employees as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to and forms part of this Report.

Corporate Social Responsibility

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

During FY18, the CSR initiatives of the Company was primarily carried out through the registered Trust established by the KCT Group under the name and style of âKCT Group Trust''. Many exciting and beneficial CSR programs were launched under the aegis of KCT Group Trust with far reaching societal implications.

The CSR Committee of the Board, had approved the list of CSR Projects/ Programmes to be undertaken by KCT Group Trust from out of the funds provided by the Company and also monitored the implementation of those CSR projects and programmes.

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

Energy, Technology Absorption and Foreign Exchange

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

Extract of Annual Return

In accordance with section 134(3) (a) of the Act, the extract of the Annual Return in Form MGT-9 is annexed to and forms part of this report. The Annual return of the Company is available on the Company''s website, www.waterbaseindia.com.

Related Party Transactions

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

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

Corporate Governance

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

Loans, Guarantees or Investments

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

Directors Responsibility Statement

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

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

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

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

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

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

Management''s Discussion and Analysis

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

Prevention of Sexual Harassment Policy

The Company''s policy on prevention of sexual harassment of women provides for the protection of women employees at the workplace and for prevention and redressal of such complaints. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees] are covered under this policy. There were no complaints pending for redressal at the beginning and at the end of FY18.

Whistle Blower Policy / Vigil Mechanism

In accordance with section 177 (9] and (10] of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015, the Company has implemented a Whistle Blower Policy, whereby employees can report matters such as abuse of authority, misconduct, fraud, misappropriation of assets, non-compliance to code of conduct etc to the Audit Committee. The Audit Committee reviews on quarterly basis the functioning of the Whistle Blower and Vigil Mechanism. In order to ensure that the Policy is adhered to, and to assure that the concern will be acted upon seriously, the Company has committed itself to the following:

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

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

3] Ensure complete confidentiality and no attempt to conceal evidence of the Disclosure;

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

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

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

Deposits

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

Auditors

Statutory Audit

The current Statutory Auditor, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 1 1 7366W/W-100018] were appointed at the Annual General Meeting held on 30^th December 2017 for a period of 5 (Five] consecutive years, to hold office till the conclusion of the Thirty Fifth Annual General Meeting. As per the provisions of the Companies Act, 2013 the appointment of Statutory Auditor shall be ratified by the Shareholders at every Meeting till the expiry of the tenure for which they were appointed. The Audit Committee had considered the ratification of appointment of the Statutory Auditor for FY18 which was approved by the Board. A suitable resolution proposing the ratification of appointment by the Shareholders is included in the Notice convening the forthcoming Annual General Meeting for consideration and approval of Shareholders.

Further, the report of the Statutory Auditors for FY18 is given along with the Financial Statements which is annexed to and forms part of this report.

Secretarial Audit

As required under Section 204 of the Companies Act, 2013 and Rules thereunder, the Board had appointed M/s. ARUB & Associates, Practicing Company Secretaries, as secretarial auditor of the Company for FY18. The report of the said Secretarial Auditor for FY18 is annexed to and forms part of this report.

Risk Management

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

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

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

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

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

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

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

Under this framework, the Company has segregated the risks into two levels:

1. Enterprise-wide Risks - These are risks that have a mid to long term impact on us and would include any form of Risk that would have high impact on the Company. An example of such a risk is âReputational Risk''. The ERM framework lays down the procedures for addressing such risks.

2. Process level Risks - These are risks that have a current to short term impact on the Company. These risks are faced by the operational teams on a periodic basis due to the ongoing operations of the company. An example of such a risk is âduplicate invoices from vendors''. These risks can also arise from change of business offerings, processes, activities etc. In order to mitigate such risks, the process owner shall update the Standard Operating Procedures (SOPs] to include mitigating checks and controls.

Towards inculcating a strong Risk Management culture, the Company had constituted an Executive Committee on Risk Management comprising of Senior executives to periodically review the risk profile and to fine tune the Risk Management initiatives. To add to it, a strong and independent Internal Audit function carries out risk focused audits across the Company and enables identification of areas where the processes may need to be improved to mitigate the risks.

Internal Financial Control Framework

Significant and Material Orders passed by the Regulators

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

Acknowledgement

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

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

For and on behalf of the Board of Directors

Vikramaditya Mohan Thapar Anil Kumar Bhandari

Director Director

New Delhi, 3r^d August, 2018 DIN: 00030967 DIN: 00031 194

Mar 31, 2017

Dear Shareholders,

The Directors have pleasure in presenting the 30th Annual Report together with the audited financial statements for the year ended 31^st March, 2017.

Financial Highlights (Rs. in Cr.)

Particulars	FY 17 (Merged)	FY 16 (Merged)
Total Revenue	323.42	301.68
Total Expenses	305.51	295.86
Profit before Exceptional Items and Tax	17.92	5.82
Exceptional Items		3.23
Profit Before Tax (PBT)	17.92	2.59
Income Tax	6.34	0.43
Profit After Tex (PAT)	11.57	2.16
Other Comprehensive Income	(0.22)	(0.38)
Total Comprehensive Income	11.35	1.78
Basic EPS (in Rs.)	3.00	0.56
Diluted EPS (in Rs.)	2.79	0.53

Financial Statements

The Financial Statements for the year ended March 31, 2017 have been prepared under Ind AS (Indian Accounting Standards) for the first time by the Company. To ensure comparative figures, the financial statements for the year ended March 31, 2016 have been restated in accordance with Ind AS.

Further, the Board, at the meeting held on 30th May, 2017, approved the Audited Financial Statements for the year ended 31st March, 2017. Subsequently, upon receipt of the Order sanctioning the Scheme of Amalgamation of Pinnae Feeds Limited (PFL) with the Company from the National Company Law Tribunal (NCLT), Hyderabad on 22nd November, 2017 the same was filed with the Registrar of Companies on 27th November, 2017 making the Order effective from that date. Hence, to give effect to the amalgamation in the books of the Company and to present the audited merged accounts for approval of the Shareholders, the Board, at the meeting held on 29^th November 2017, approved the merged Audited Financial Statements for the year ended 31st March, 2017. Since the appointed date of the Scheme is 1st August, 2015, the previous yearâs figures have also been restated to give effect to the amalgamation.

For details, refer Notes to Accounts forming part of this Annual Report.

Performance Overview & Strategic Initiatives

The Company reported revenues of Rs. 323.42 Crores in FY17 compared to Rs. 301.68 Crores last year, registering a growth of 7%. Total expenditure for the year stood at Rs. 305.51 Crores higher by 3% when compared with last year. During the year, the Company provided Rs. 6.34 Crores for taxation as against Rs. 0.43 Crores in the same period last year.

The Company began FY17 strongly. However, the gains were not carried through in the second and third quarters due to impact of drought, disease and demonetization in stronghold markets. Profitability in shrimp feed business was also impacted by the rise in prices of key raw material which were not fully passed on. In the shrimp processing business, scarce availability of shrimps due to prevalence of diseases pushed up farmgate prices compressing profitability. During FY17, the Company made an export of about 407 Tons processed shrimps which has gone up by 200 Tons when compared to the previous year. Export orders were undertaken for major shrimp consuming regions of US and Europe.

Further, the Company incurred certain one-time costs during FY17 for restarting the processing business from the disruption caused due to last yearâs floods. The combination of the above factors has impacted profitability for the year.

The Company has taken some exciting initiatives during the year to open new growth avenues. The Company launched the farmcare range of products under the brand name âBaylifeâ. The response for the products have been encouraging though major revenues from this vertical will start flowing from FY18. Further, the frozen sea food products under the brand âPrize Catchâ was launched in Q3 of FY17. The Company offers processed shrimp and pasteurized crab meat in the first phase to institutional clients (Hotel Chains, Restaurants and Institutions) in Chennai market and there has been good response. The Company intends to progressively extend the launch of âPrize Catchâ products in other Cities and also expand the basket of products available under its umbrella.

Construction of Phase I of Hatchery, with a capacity of 250 million seeds, is nearing completion. Commissioning of the Hatchery project was hampered due to various reasons beyond the control of the Company. The Hatchery is now expected to go live to meet the farming season of FY18.

Material Developments during the year under review that occurred between end of the financial year and date of this report - Scheme of Amalgamation of PFL with the Company

The Scheme of Amalgamation of PFL with the Company, which was initiated in FY16 reached the final stages during FY17. The meeting of shareholders and the secured creditors of the Company was convened on 8th June, 2016 as directed by the High Court of Judicature at Hyderabad and the scheme was duly approved by the requisite majority. Further, the Court ordered convening the meeting of Unsecured Creditors of PFL on 24th August 2016 and there too the scheme was approved by requisite majority.

During FY17, the Company also obtained the approval of public shareholders (i.e. shareholders other than Promoter/ Promoter Group) through Postal Ballot/ e-Voting, for the Scheme, as it involves issuance of shares by the Company to Karam Chand Thapar & Bros. (Coal Sales) Limited (KCT) (or its successor) which is an entity forming part of the Promoter/ Promoter Group.

Based on the above approvals, the petition by both the Companies were filed before the High Court of Judicature at Hyderabad. However, in the interim, the Ministry of Corporate Affairs, notified the Companies (Transfer of Pending Proceedings) Rules, 2016 pursuant to which the pending petitions were transferred to NCLT, Hyderabad.

NCLT, Hyderabad sought certain clarifications on the Scheme which were provided and subsequently, the matters were reserved for Orders on 28th August, 2017. Taking into consideration this scenario, the Board decided to apply for extension of time to hold the thirtieth Annual General Meeting to the Registrar of Companies so that the merged accounts can be presented for approval of shareholders. The Registrar of Companies granted an extension of three months i.e. till 31st December, 2017, to hold the thirtieth Annual General Meeting. Since the Order sanctioning the Scheme dated 14th November, 2017 came into effect on 27th November, 2017, the Company proposes to hold the thirtieth Annual General Meeting on 30th December, 2017 to approve the audited merged accounts.

Dividend and Appropriations

Based on the Companyâs financial performance and considering the profitability and cash flow, the Board had recommended a final dividend of Rs. 1/- per equity share for FY17 at the meeting held on 30th May, 2017. This dividend was declared considering the paid-up equity share capital of 3,86,03,250 shares of Rs. 10/- each. However, subsequent to the Scheme of Amalgamation becoming effective on 27th November, 2017 and also since the dividend entitlement shall accrue to the shareholders as on the record date fixed for payment of dividend which is 23rd December, 2017, the shares that are to be allotted to the Shareholder of PFL (Transferee) as consideration for the amalgamation, amounting to 28,23,529 equity shares of Rs. 10/- each, shall also be entitled to receive the dividend of Rs. 1/- each, if allotted within the record date of 23rd December, 2017.

The Dividend is payable on obtaining the Shareholdersâ approval in the ensuing thirtieth Annual General Meeting of the company.

Allotment of shares and changes in Capital Structure

Increase in authorised share capital â The Authorised Share Capital of the Company has increased from Rs. 50 Crores comprising of 4,50,00,000 equity shares of Rs. 10/- each and 5,00,000 preference shares of Rs. 100/ each to Rs. 65 Crores comprising of 6,00,00,000 equity shares of Rs. 10/- each and 5,00,000 preference shares of Rs. 100/- each by virtue of the Order on Scheme of Amalgamation passed by NCLT, Hyderabad.

Increase in paid-up share capital â Pursuant to the Order on Scheme of Amalgamation passed by NCLT, Hyderabad, 4 (four) equity shares of Rs. 10/- each of the Company shall have to be allotted for every 17 (seventeen) equity shares of Rs. 10/- each held by the Shareholder of PFL, the Transferor Company. Consequently, the paid-up share capital of the Company shall increase from 3,86,03,250 equity shares of Rs. 10/- each to 4,14,26,779 equity shares of Rs. 10/- each upon allotment of the said shares.

Restructuring of Promoter Holdings

During FY17, the Promoter group entities of the Company restructured their holdings in the Company. This restructuring and consolidation envisages the creation of a Trust which will ultimately hold all the shares of the Company currently held by the Promoter and Promoter Group which shall be subject to receipt of requisite approvals from Securities and Exchange Board of India.

As a part of this, four entities forming part of the promoter group of the Company namely, The Punjab Business & Supply Company Private Limited, The Doaba Industrial & Trading Company Private Limited, Karam Chand Thapar and Bros (Jammu & Kashmir) Private Limited and Indian City Properties Limited transferred their holding of 6,12,470 equity shares amounting to 1.59% of the pre-merger equity share capital inter-se to KCT. Thereafter, the shares held by KCT amounting to 2,19,34,545 shares (i.e. 56.82% of the pre-merged equity share capital) was transferred on 24th March, 2017 to Nav Srijit Shakti Telangana Private Limited (which is controlled by the same set of Promoters as KCT). Hence, the Company, which was a subsidiary of KCT became the subsidiary of Nav Srijit Shakti Telengana Private Limited with effect from 24th March, 2017.

The overall shareholding of the promoters and promoter group in the Company remains unaffected due to the restructuring and is at 2,35,51,081 equity shares amounting to 61.01% of the equity share capital.

Directors and Key Managerial Personnel

During FY17 there was no change in the Directors. Mr. S.Giridhari, Chief Financial Officer of the Company attained Superannuation and Mr. R. Sureshkumar was appointed as the Chief Financial Officer of the Company with effect from 1st December, 2016 in the Board meeting held on 25th November, 2016.

Board Evaluation and Familiarization

The Companyâs Board has established a formal annual evaluation framework for measuring the performance of itself, the individual Directors and the Board level Committees. The evaluation framework envisages a three stage evaluation process wherein the Independent Directors, Nomination and Remuneration Committee and the Board are involved. During FY17, the annual evaluation process was kick started at the meeting of Independent Directors held on 9th February, 2017. Thereafter, the Nomination and Remuneration Committee and the Board completed the annual evaluation process at their respective meetings held on 30th May, 2017.

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

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

Meetings of the Board

The meetings of the Board are scheduled at regular intervals to decide and discuss on business performance, policies, strategies and other matters of significance. The Board of Directors of the Company met four times during the financial year on 24th May 2016, 12th August 2016, 25th November, 2016 and 10th February 2017. Further details of Board and Committee Meetings and attendance thereon are provided in the Corporate Governance Report, which is annexed to and forms part of this Report.

Policy on Directorsâ Appointment and Remuneration

As on 31st March, 2017, the Board consists of 8 (eight) members, of which 4 (four) are Independent non-executive directors and 4 (four) are non-executive directors. The policy of the Company on Directorâs appointment and remuneration, including criteria for determining qualifications, independence and other matters as provided under subsection (3) of Section 178 of the Companies Act, 2013 and the details of employees as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed

to and forms part of this Report.

Corporate Social Responsibility

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

During FY17, the CSR initiatives of the Company was primarily carried out through the registered Trust established by the KCT Group under the name and style of âKCT Group Trustâ. Many exciting and beneficial CSR programs were launched under the aegis of KCT Group Trust with far reaching societal implications.

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

Energy, Technology Absorption and Foreign Exchange

Extract of Annual Return

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

Related Party Transactions

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

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

Details of transactions with PFL were submitted with the Stock Exchange on Quarterly basis along with the Quarterly report on Compliance with Corporate Governance. The Company had also taken approval of the shareholders on 30th September 2015 as the transactions were expected to be material in nature. However, since the Appointed Date of the Scheme of Amalgamation of PFL with the Company was 1st August, 2015 as approved by NCLT, Hyderabad, disclosure of transactions of the Company with PFL would not be necessary. There are no other transactions which are reportable under Section 13(3) (h) read with Rule 8 of the Companies (Accounts) Rules, 2014. Form AOC-2 is annexed to and forms part of this report.

Corporate Governance

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

Loans, Guarantees or Investments

Directors Responsibility Statement

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

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

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

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

Managementâs Discussion and Analysis

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

Prevention of Sexual Harassment Policy

The Companyâs policy on prevention of sexual harassment of women provides for the protection of women employees at the workplace and for prevention and redressal of such complaints. An Internal Complaints

Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no complaints

pending for redressal at the beginning and at the end of FY17.

Whistle Blower Policy/ Vigil Mechanism

In accordance with section 177 (9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015, the Company has implemented a Whistle Blower Policy, whereby employees can report matters such as abuse of authority, misconduct, fraud, misappropriation of assets, non-compliance to code of conduct etc to the Audit Committee. The Audit Commitee reviews on quarterly basis the functioning of the Whistle Blower and Vigil Mechanism. In order to ensure that the Policy is adhered to, and to assure that the concern will be acted upon seriously, the Company has committed itself to the following:

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

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

3. Ensure complete confidentiality and no attempt to conceal evidence of the Disclosure;

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

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

Deposits

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

Auditors

Statutory Audit

M/s Mitra Kundu & Basu, Chartered Accountants, (Firm Registration No. 302061E) the Statutory Auditors of the Company holds office till the conclusion of the ensuing thirtieth Annual General Meeting of the Company and are liable for mandatory rotation in terms of the provisions of Section 139 and the Rules thereunder of the Companies Act, 2013. Accordingly, the Audit Committee of the Board of Directors of the Company had, at its meeting held on 29th November 2017, recommended the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W- 100018) as the Statutory Auditors of the Company. Hence, the Board recommends for approval of the shareholders, the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/ W-100018) as the Statutory Auditors of the Company to hold office from the conclusion of the thirtieth Annual General Meeting for a period of 5 (five) consecutive years, i.e. till the conclusion of the thirty fifith Annual General Meeting of the Company.

Further, the report of the Statutory Auditors for FY17 is given along with the Financial Statements which is annexed to and forms part of this report. The said report has a matter of emphasis, which does not require any explanation from the Directors.

The unmerged financial statements of the Company for the year ended 31st March, 2017 were earlier approved by the Board of Directors at its meeting held on 30th May, 2017. Those unmerged financial statements have been updated by the Company so as to give effect to the scheme of amalgamation approved by the NCLT, Hyderabad vide its order dated 14th November, 2017, filed by the Company with the Registrar of Companies on 27th November, 2017, with effect from appointed date, i.e 1st August, 2015. As a result, fresh audit report has been issued on the merged financial statements.

Secretarial Audit

As required under Section 204 of the Companies Act, 2013 and Rules thereunder, the Board had appointed M/s. ARUB & Associates, Practising Company Secretaries, as secretarial auditor of the Company for FY17. The report of the said Secretarial Auditor for FY17 is annexed to and forms part of this report.

The Secretarial Auditors had remarked about the following in their report for FY17, for which the Directorsâ explanation is also set out against the following remark.

The Company had not complied with the requirements of Andhra Pradesh Compulsory Gratuity Insurance Rules, 2011. The Board would like to clarify to the Shareholders that the Company had been providing Gratuity to its employees as per the provisions of the Payment of Gratuity Act, 1972. As clarified by the Secretarial Auditor in his report, the Company had complied with the provisions of Andhra Pradesh Compulsory Gratuity Insurance Rules, 2011 in FY18.

Risk Management

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

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

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

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

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

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

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

Under this framework, the Company has segregated the risks into two levels:

1. Enterprise-wide Risks â These are risks that have a mid to long term impact on us and would include any form of Risk that would have high impact on the Company. An example of such a risk is âReputational Riskâ. The ERM framework lays down the procedures for addressing such risks.

2. Process level Risks â These are risks that have a current to short term impact on the Company. These risks are faced by the operational teams on a periodic basis due to the ongoing operations of the company. An example of such a risk is âduplicate invoices from vendorsâ. These risks can also arise from change of business offerings, processes, activities etc. In order to mitigate such risks, the process owner shall update the Standard Operating Procedures (SOPs) to include mitigating checks and controls.

Internal Financial Control Framework

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

Significant and Material Orders passed by the Regulators

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

Acknowledgement

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

For and on behalf of the Board of Directors

Varun Aditya Thapar Anil Kumar Bhandari

Director Director

Delhi, 29th November, 2017

Mar 31, 2016

Directors'' Report

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

Financial Highlights

Standalone (in J Cr.)

Total Revenue	FY16	FY15
Total Revenue	319.98	279.50
Total Expenses	297.56	249.26
Profit before Exceptional and Extraordinary Items and Tax	22.42	30.24
Exceptional Items	3.46	-
Profit before Extraordinary Items and Tax	18.96	30.24
Extraordinary Item	17.46	-
Profit before Tax (PBT)	1.50	30.24
Income Tax	0.82	10.73
Profit after Tax (PAT)	0.68	19.51
EPS (in H)	0.18	5.06

Financial Statements

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

Performance Overview

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

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

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

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

Dividend and Appropriations

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

Update on Scheme of Amalgamation

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

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

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

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

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

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

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

Date of acquisition	Number of shares acquired	Post-acquisition holding in number of shares	Post acquisition holding in %
28^th March, 2016	4,94,000	1,85,04,541	47.94%
30^th March, 2016	2,96,500	1,88,01,041	48.70%
31^st March, 2016	11,20,000	1,99,21,041	51.60%

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

Update on Diversification Initiatives

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

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

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

Directors and Key Managerial Personnel

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

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

Board Evaluation and Familiarization

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

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

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

Meetings of The Board

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

Policy on Directors'' Appointment and Remuneration

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

Corporate Social Responsibility

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

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

Energy, Technology Absorption and Foreign Exchange

Extract of Annual Return

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

Related Party Transactions

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

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

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

Corporate Governance

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

Loans, Guarantees Or Investments

Directors Responsibility Statement

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

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

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

Management''s Discussion and Analysis

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

Prevention of Sexual Harassment Policy

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

Whistle Blower Policy/ Vigil Mechanism

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

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

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

3. Ensure complete confidentiality;

4. Not attempt to conceal evidence of the Disclosure;

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

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

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

Deposits

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

Auditors Statutory Audit

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

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

Secretarial Audit

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

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

Risk Management

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

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

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

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

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

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

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

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

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

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

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

d. Volatility of raw material costs and their availability;

e. Availability of qualified and trained personnel;

f. Significant credit exposure;

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

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

Internal Financial Control Framework

Significant And Material Orders Passed By The Regulators

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

Acknowledgement

For and on behalf of the Board of Directors

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

Director Director

Mar 31, 2015

Dear Shareholders,

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

FINANCIAL HIGHLIGHTS FY15 FY14

Total Revenue 279.50 229.59

Total Expenses 249.26 209.14

Profit Before Tax and Exceptional Items 30.24 20.45

Exceptional Items - 0.01

Profi t Before Tax (PBT) 30.24 20.44

Income Tax 10.73 6.87

Profi t After Tax (PAT) 19.51 13.57

EPS (in Rs) 5.06 4.37

FINANCIAL STATEMENTS

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

PERFORMANCE OVERVIEW

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

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

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

DIVIDEND AND APPROPRIATIONS

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

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

MATERIAL CHANGES AND COMMITMENTS

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

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

DIVERSIFICATION

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

3. Mr. S.Giridhari, Chief Financial Officer

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

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

BOARD EVALUATION AND FAMILIARIZATION

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

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

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

MEETINGS OF THE BOARD

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

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

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

EXTRACT OF ANNUAL RETURN

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

RELATED PARTY TRANSACTIONS

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

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

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

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

CORPORATE GOVERNANCE

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

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

LOANS, GUARANTEES OR INVESTMENTS

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

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

MANAGEMENT'S DISCUSSION AND ANALYSIS

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

PREVENTION OF SEXUAL HARASSMENT POLICY

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

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

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

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

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

FIXED DEPOSITS

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

AUDITORS

Statutory Audit

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

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

Secretarial Audit

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

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

RISK MANAGEMENT / INTERNAL CONTROLS

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

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

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

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

ACKNOWLEDGEMENT

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

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

For and on behalf of the Board of Directors

Chennai, 12th August, 2015 Vikramaditya Mohan Thapar

Chairman

Mar 31, 2014

Dear members,

Rs. Lacs Particulars Current Year Previous Year

Gross Sales/Services 22820.86 15702.09

Profit before Interest, Depreciation, 2511.91 1274.35

Tax and Exceptional item

OPERATIONS

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

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

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

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

RIGHTS ISSUE

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

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

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

PARTICULARS OF EMPLOYEES

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

DIRECTORS

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

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

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

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

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

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

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

DIRECTOR''S RESPONSIBILITY STATEMENT

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

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

(2) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the State of the affairs of the Company as at the end of the financial year and of the profit of the company for the year under review.

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

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

CORPORATE GOVERNANCE

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

AUDITORS

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

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

COST AUDIT

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

ACKNOWLEDGEMENT

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

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

For and on behalf of the Board of Directors

New Delhi, July 31, 2014 Vikram M Thapar Chairman

Mar 31, 2013

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

Rs.Millions

Particulars Current Year Previous Year

Gross Sales / Services 1570.21 1034.72

Profit before Interest Depreciation,

Tax and Exceptional Item 126.23 111.35

OPERATIONS

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

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

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

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

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

RIGHTS ISSUE

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

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

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

PARTICULARS OF EMPLOYEES

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

DIRECTORS

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

( 2 ) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

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

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

CORPORATE GOVERNANCE

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

AUDITORS

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

COST AUDIT

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

ACKNOWLEDGEMENT

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

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

Vikram M Thapar

New Delhi,

May 24, 2013

Chairman

Mar 31, 2012

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

Rs. Lakhs

Particulars Current Year Previous Year

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

OPERATIONS

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

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

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

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

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

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

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

SHARE CAPITAL

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

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

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

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

PARTICULARS OF EMPLOYEES

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

DIRECTORS

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

DIRECTOR'S RESPONSIBILITY STATEMENT

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

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

(2) The Directors have selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the State of the affairs of the Company at the end of the financial year and of the profit of the company for the year under review.

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

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

CORPORATE GOVERNANCE

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

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

AUDITORS

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

ACKNOWLEDGEMENT

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

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

For and on behalf of the Board of Directors

Vikram M Thapar

New Delhi July 25 2012 Chairman

Mar 31, 2011

Dear Members,

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

Rs. Million

Particulars Current Year Previous Year

Gross Sales / Services 461.80 276.32

Profit before Interest 43.12 3.45 Depreciation, Tax and Exceptional Item

OPERATIONS

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

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

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

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

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

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

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

PARTICULARS OF EMPLOYEES

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

DIRECTORS

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

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

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

DIRECTOR'S RESPONSIBILITY STATEMENT

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

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

(2) The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

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

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

EXPANSION OF EQUITY

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

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

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

CORPORATE GOVERNANCE

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

AUDITORS

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

ACKNOWLEDGEMENT

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

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

For and on behalf of the Board of Directors

Vikram M Thapar Chairman

New Delhi, July 18, 2011

Mar 31, 2010

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

Rs. Million

Particulars Current Year Previous Year

Gross Sales/Services 276.2 335.23

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

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

OPERATIONS

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

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

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

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

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

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

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

PARTICULARS OF EMPLOYEES

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

DIRECTORS

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

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

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

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

(2) The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year and of the loss of the Company for the year underreview

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

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

CORPORATE GOVERNANCE

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

AUDITORS

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

ACKNOWLEDGEMENT

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

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

For and on behalf of the Board of Directors

New Delhi, August3,2010 Vikram M Thapar

Chairman

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