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Veritas Ltd.

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Annual Report

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Director’s Report

The Directors have pleasure m presenting their Thirtieth Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2015. FINANCIAL RESULTS The financial performance of the Company, for the year ended 31st March, 2015 is summarized below; (Amt in Crores) Particulars Standalone Consolidated 2014-2015 2013-2014 2014-2015 2013-2014 Total Revenue 513.80 407.39 1,502.75 1,205.49 Profit before Tax 10.88 8.70 50.18 32.64 less: Provision for Taxation - Current Tax (2.30) (1.67) (2.33) (1.69) - Deferred Tax 0.18 0.14 0.18 0.13 - Current Tax Expense related to 0.00 (0,05) 0.00 0.05 prior Years. Profit after Tax 8.77 7.12 48.03 31.04 Add: Balance in Profit & Loss Account 21.73 14.73 93.91 62.99 brought forward. Add: Credit for Tax on Dividend 0.02 0.02 0.02 0.02 Less: Loss on disposal of subsidiary 0.00 0.00 (37.20) 0.00 Less: Trf to Capital reserve on merger 0.00 0.00 (0.20) 0.00 Profit available for Appropriation 30.52 21.87 l04.56 94.05 Less: - Proposed Dividend 0.12 0.12 0.12 0.12 - Dividend Distribution Tax 0.02 0.02 0.02 0.02 Balance transferred to Balance Sheet 30 37 21.73 104.41 93.91 RESULTS OF OPERATION The following are the figures and comparison of the operation of the Company;- - Standalone revenue from operations increased by 25.63% to Rs. 5,059,501,414/- as compared to previous year of Rs. 4,027,274,336/-. - Consolidated revenue from operation increased by 25.01% to Rs. 15,027,351,443/- as compared to previous year of Rs. 12,021,063,857/-. - Standalone Profit after Tax increased by 23.18% to Rs. 87,683,506/- as compared to previous year of Rs. 71,182,927/-. - Consolidated Profit after Tax increased by 54.76% to Rs. 480,332,407/- as compared to previous year of Rs. 310,379,359/-. DIVIDEND Your Directors have recommended a dividend of 5 (Five) pause per Equity Share of Re. 1/- each for the Financial Year ended 31st March, 2015. The Dividend is payable subject to the approval of the Shareholders at the ensuing Annual General Meeting of the Company. The dividend will be paid to members whose names appear in the Register of Members as on the book closure date; in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as ort that date. The dividend payout for the year under review has been formulated in accordance with shareholders'' aspirations and the Company''s policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals. SHARE CAPITAL The paid up Equity Share Capital as at March 31, 2015 stood at Rs. 24,210,000/- (Rupees Two Crores Forty Two Lacs and Ten Thousand Only). During the year under review, the Company has not issued with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2015 none of the Directors of the Company holds instruments convertible into equity shares of the Company. CONSOLIDATED FINANCIAL 5TATEMENT The Consolidated financial statement of the Company are prepared in accordance with the Companies Act, 2013 and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for investments in Associates and AS - 27 on Financial Reporting of Interests in joint Ventures, the audited consolidated financier statement forms part of this Annual Report. SUBSIDIARIES During the year under review the scheme of Amalgamation was sanctioned by the Honorable High Court of Bombay between the two wholly owned subsidiaries of your Company M/s Veritas Agro Venture Private Limited (Transferor Company} and M/s Vidhata Farming Private Limited. As on 31il March 2015, Your Company own following wholly owned overseas and domestic subsidiaries companies: M/s. Veritas Global PTE Limited, incorporated in Singapore M/s. Veritas international FZE, incorporated in Dubai, UAE M/s. Kudrat Farming Private Limited, incorporated in India M/s. Dharni Farming Private Limited, incorporated in India M/s. Veritas Agro Ventures Private Limited, incorporated in India M/s. GV investment Finance Company Limited, incorporated in Mauritius M/s. Hazel International FZE, incorporated in Sharjah, UAE During the year, the Board of Directors reviewed the affairs of the subsidiaries. The consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report is prepared in accordance with the provisions of section 129(3) of the Companies Act, 2013. Further, a statement containing the salient features of the financial statement of the subsidiaries in the prescribed format AOC-1 is appended as Annexure 1 to the Board''s report. The statement also provides the details of performance, financial positions of each of the subsidiaries. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on the website of the Company. Further these documents will also be available for inspection during business hours at the registered office of the Company. MANAGEMENT''S DISCUSSION AND ANALY585 REPORT Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India, is presented in a separate section forming part of the Annual Report. CORPORATE GOVERNANCE The Corporate Governance Report forms an integral part of this Annual report. The Certificate from Auditors of the Company, certifying compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement, is annexed to the Report on Corporate Governance. RELATED PARTY TRANSACTIONS All related party transactions entered into during the financial year were on an arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Agreement. There were no materially significant related party transactions made by the Company during the year that would have required members approval under Clause 49 of the Listing Agreement, The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board has been adopted by the Company and uploaded on the Company''s website. The details of the transactions with related parties are provided in the accompanying financial statements. DIRECTORS In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Nit in Kumar Didwania, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re- appointment. Section 149 (10) of the Companies Act, 2013, provides for the appointment of independent directors. The said section provides that independent directors shall hold office for a term of up to five consecutive years on the Board of a Company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company. Accordingly, all the independent directors were appointed by the shareholders at the Twenty Ninth Annual General Meeting held on September 26, 2014. Further, according to Section 149 (11), no independent director shall be eligible for appointment for more than two consecutive terms of five years. Section 149 (13) states that the provisions of retirement by rotation as defined in Sections 152 (6) and (7} of the Act shall not apply to such independent directors. None of the independent directors will retire at the ensuing Annual Genera! Meeting. Mr. Ratan Moondra has expressed his desire to resign from the post of director of the Company with effect from May 1, 2015. The Board has considered his resignation at the Board Meeting held on August 13, 2015 and places on record its appreciation for the services rendered by Mr. Ratan Moondra during his tenure with the Company. DECLARATION BY INDEPENDENT DIRECTORS The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6} of the Companies Act, 2013 and Clause 49 of the Listing Agreement. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the listing agreement Nomination and Remuneration Committee has laid down the evaluation criteria for performance evaluation of Directors and committees of the Directors. The evaluation of all the Directors, the Board as a whole and Committees of the Directors was conducted based on the criteria and framework adopted by the Board. A comprehensive questionnaire was prepared after taking into consideration the following points: - Contribution to and monitor corporate governance practices of the Company. - Participation in long-term strategic planning of the Company. -Commitment to the fulfillment of a director''s obligations and fiduciary responsibilities; The Board approved the evaluation results as collated by the nominating and remuneration committee. FAMILIARIZATION PROGRAMME FOR DIRECTORS The Management of your Company believes that a well informed Board can contribute significantly and effectively discharge its role of trusteeship in a manner that fulfils stakeholders'' aspirations and societal expectations. In pursuit of this, the Directors of your company are regularly updated on the changes / developments taking place in statutes / legislations and economic environment, to enable them to take well informed and timely decisions. The details of the familiarization programme may be accessed on the Company''s website. MEETINGS OF THE BOARD During the year under review six meetings of the Board of Directors were held. For further details, please refer report on Corporate Governance of this Annual Report. DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3HC1 OF THE COMPANIES ACT, 2013 Vour Directors state that; (a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed and there are no material departures from the same; (b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date; (c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) The Directors have prepared the annual accounts on a ''going concern'' basis; (e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and (f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION As on March 31, 2015, the Board consists of five members, one of whom is whole-time director, one is non-executive director and three are independent directors. The Board periodically evaluates the need for change in its composition and size. The policy of the Company on directors1 appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is appended as Annexure ii to the Board''s report. EXTRACT OF ANNUAL RETURN In accordance with Section 134(3}(a] of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Anrtexure III to the Board''s report. STATUTORY AUDITORS The existing Auditor Mr. Shabbir S Bagasrawala having Membership No.039865 has expressed his inability to continue as Statutory Auditor of the Company. Further a letter has been received from the member of the Company proposing to appoint M/s. Shabbir & Rita Associates LLP, Chartered Accountants, Mumbai, (Firm Registration No. 109420W) as the Statutory Auditor of the Company for the Financial Year 2015-16. M/s. Shabbir & Rita Associates LLP being eligible has offered themselves for appointment. The Company has received the letter from M/s. Shabbir & Rita Associates LLP stating that their appointment, if made, would be within the prescribed limit under section 141(3)(g) of the Companies Act, 2013 and they are qualified for appointment. Your Directors propose to appoint M/s Shabbir & Rita Associates LLP, Chartered Accounts, Mumbai as the statutory auditors of the Company at the ensuing Annual Genera! Meeting. SECRETARIAT AUDITOR The Board has appointed M/s. Mansi Damania & Associates, a Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES The information required under the provisions of Section 197(12} of the Act read with Rules 5(2) and 5(3} of the Companies (Appointment and Remuneration of Managerial Personnel} Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms the part of the Director''s Report for the year ended March 31, 2015. The same is prepared in separate Annexure V to this report. Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his spouse and dependent children) more than two percent of the equity shares of the Company. GENERAL DISCLOSURES No disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review; 1. Public Deposits - Details relating to deposits covered under Chapter V of the Act. 2. There were no cases of fraud and mismanagement reported under Vigil Mechanism established by the Company. 3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future. 4, During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace {Prevention, Prohibition and Redressai) Act, 2013, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ANO FOREIGN EXCHANGE EARNINGS ANO OUTGO As the Company is a trading company, hence the information regarding compliance of Section 134 (3) (m) of the Companies Act, 2013 ready with the Companies {Accounts) Rules 2014 are not applicable to the Company. However your Directors have taken proper care to conserve the energy during the year under review. FOREIGN EXCHANGE EARNINGS ANO OUTGO Particulars Year Ended Year Ended 31.03,2015 31.03.2014 EARNINGS Dividend 11,845,318 12,631,908 FOB Value of Exports - Traded Goods 362,897,177 NIL TOTAL 374,742,495 12,631,908 OUTGO CIF Value of Imports - Traded Goods 179,420,220 NIL TOTAL 179,420,220 NIL The Company has taken various initiatives for development of export markets for sale of various products in the International market to increase its foreign exchange earnings. CORPORATE SOCIAL RESPONSIBILITY (CSR) Pursuant to the guidelines prescribed under Section 135 of the Companies Act, 2013 your Board of Directors has constituted a Committee called as CSR Committee, The CSR Committee comprises of Mr, Nitin Kumar Didwania, Non-Executive Director, Mr. Ssurabh Sanghvi, Executive Director and Ms, Alpa Parekh, Non-Executive & Independent Director. The Committee has been entrusted with the responsibility for recommending to the Board about the implementing the CSR activities. The Company is in process of registering a Trust which will be responsible for formulating and implementing CSR policy applicable for the entire group. The Trust will be responsible for identifying projects and cause as per the provisions of the Companies Act, 2013 and spend the CSR amount, GREEN INITIATIVES Electronic copies of the Annual Report 2014-15 and Notice of the 30th Annual General Meeting are sent to all members whose emails addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2015 and the Notice of the 30th Annual General Meeting are sent in the permitted mode. Members requiring physical copies can send a request to the Company, For and on Behalf of the Board of Directors Sd/- PLACE: Mumbai (Nitin Kumar Didwania) DATE: 13* August 201.5 CHAIRMAN & 01 RECTOR DIN: 00210289

Director’s Report