VERITAS (INDIA) LIMITED

35thAnnual Report
2019 - 2020
 Contents Page
BOARD OF DIRECTORS
Mr. Nitinkumar Didwania Directors’ Report 1
Mr. Praveen Bhatnagar
Ms. Kamala Aithal Management Discussion &
Ms. Purvi Matani Analysis Report 31
Mr. Vijay Shah
Corporate Governance Report 36
Chief Financial Officer (CFO)
Mr. Rajaram Shanbhag CFO Certification 57

Company Secretary Code of Conduct 58

Mr. Prasad A Oak
Standalone Financial Statements
Registered Office
Veritas House, 3rd Floor, Statutory Auditor’s Report 59
Mint Road, Fort,
Mumbai – 400 001, Balance Sheet 70
Maharashtra
Tel. no.: 022- 2275 5555 / 6184 0000 Profit & Loss Account 71
Fax no.: 022-2275 5556 / 6184 0001
E-mail: corp@veritasindia.net Cash Flow Statement 72

Corporate Identity Number (CIN) Notes to Accounts 75

L23209MH1985PLC035702
Consolidated Financial Statements
Goods and Service Tax Number (GSTN)
27AAACD1654J1ZQ Statutory Auditor’s Report 110

Statutory Auditors Balance Sheet 122

M/s. M. P. Chitale& Co.,
Chartered Accountants Profit & Loss Account 123

Bankers Cash Flow Statement 124

Axis Bank Limited
Notes to Accounts 127
Registrars & Share Transfer Agents
Universal Capital Securities Pvt. Ltd. Notice of AGM 160
(Registrar & Share Transfer Agent)
21, Shakil Niwas,
Opp. Satya Saibaba Temple,
Mahakali Caves Road,
Andheri (East),
Mumbai – 400 093.
Change of address w.e.f. 1st Sep, 2020
C 101, 247 Park,
LBS Road, Vikhroli West,
Mumbai – 400083.
Tel Nos: (022) 28207203-05
Fax No.: (022) 28207207
Email id: info@unisec.in
 DIRECTORS' REPORT
To
The Members of Veritas (India) Limited,

Your Directors have pleasure in presenting the 35th Annual Report on the business and
operations of the Company together with the audited accounts for the financial year ended 31st
March, 2020.

FINANCIAL RESULTS

The Company follows Indian Accounting Standards (IND AS) and the financial performance of
the Company in IND AS format as tabled below:
(Amount in Rs.)
Standalone Consolidated
Particulars
2019-2020 2018-2019 2019-2020 2018-2019
Revenue from 549,62,70,370 624,50,26,139 2086,55,12,374 1887,95,20,257
operations (including
other income)
Profit before tax 8,62,47,629 12,59,57,256 122,42,88,664 46,45,30,380
Less: Provision for
Taxation
Current Tax 2,13,87,438 2,91,40,705 21387,438 29140,705
Deferred Tax (1,49,69,247) 1,59,739 (1,49,69,247) 1,53,439
MAT Credit (74,51,075) 0 0 0
Current Tax Expenses (49,98,410) 0 (49,98,410) 1,710
related to prior Years
Profit after Tax for the 8,48,27,849 9,66,56,812 1,22,28,68,884 43,52,34,525
current year
Add: Balance in Profit & 65,64,52,602 56,11,36,290 351,14,94,071 307,08,50,470
Loss Account brought
forward
Add: Credit for Tax on 0 0 0 0
Dividend
Add: Transfer to Capital 0 0 0 0
Work-in-progress
Add: Transfer from 0 0 0 0
Capital Reserves
Profit available for 0 0 0 0
Appropriation
Less:
- Proposed Dividend (13,40,500) (13,40,500) (13,40,500) (13,40,500)
- Dividend Distribution 2,72,926 2,72,926 2,72,926 2,72,926
Tax
Balance transferred to 65,64,52,602 56,11,36,290 351,14,94,071 307,08,50,470
Balance Sheet

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FINANCIAL PERFORMANCE HIGHLIGHTS:

The standalone and Consolidated Financial Statements of the Company for the Financial Year
2019-20 have been prepared in accordance with the Indian Accounting Standards (Ind AS) as
required under the Companies Act, 2013.

Following are the comparative figures of the operations of the Company for the financial year
ended 31st March, 2020 vis-à-vis previous year ended 31st March, 2019:

Standalone revenue from operations Rs. 542,69,89,856 as compared to previous year’s

revenue of Rs. 611,52,74,803/-. Consolidated revenue from operations increased to Rs.
2036,84,61,503 as compared to previous year’s revenue of Rs. 1875,70,24,439/-

Standalone Profit after Tax is Rs. 848,27,849/- as compared to previous year’s profit after tax of
Rs. 9,66,56,812/-. Consolidated Profit after Tax is Rs. 122,28,68,884/-
as compared to previous year’s profit after tax of Rs. 43,52,34,525/-

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL

POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR
AND THE DATE OF THE REPORT

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

DIVIDEND

Your Directors are pleased to recommend a dividend of 5 (Five) paise per Equity Share of the
face value of Re. 1/- (Rupee One only) each for the financial year ended 31st March, 2020
payable to the shareholders whose names appear in the Register of Members as on the Book
Closure date. The Dividend is payable subject to the approval of the Shareholders at the ensuing
Annual General Meeting of the Company.

The total cash outgo on account of dividend payment for the financial year ended 31st March,
2020 would be Rs. 13,40,500/- (Rupees Thirteen Lakhs Forty Thousand Five Hundred Only).

TRANSFER TO RESERVES

Your Company propose not to transfer any fund out of its total profit for the financial year ended
31st March, 2020 to the General Reserves of the Company.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statements of the Company and its subsidiaries for the financial year
ended 31st March, 2020 are prepared in accordance with the Companies Act, 2013 and provisions
of Indian Accounting Standards (Ind AS) as applicable along with all relevant documents and the
Statutory Auditors’ Report forms part of this Annual Report.

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

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SUBSIDIARY, ASSOCIATE AND JOINT VENTURES COMPANIES

Your company has Seven (7) subsidiaries’ including step-down subsidiary and overseas
subsidiaries.

As on 31st March 2020, Your Company has following subsidiaries / Step down subsidiaries
companies within India and abroad:

1. Veritas Infra & Logistics Private Limited, incorporated in India (Wholly-owned

subsidiary)
2. Veritas Agro Ventures Private Limited, incorporated in India (Wholly-owned subsidiary)
3. Veritas Polychem Private Limited, incorporated in India (Wholly-owned subsidiary)
4. Veritas International FZE, incorporated in Dubai, UAE (Wholly-owned subsidiary)
5. Hazel International FZE, incorporated in Sharjah, UAE (Wholly-owned subsidiary)
6. Veritas Global PTE Limited, incorporated in Singapore (Wholly-owned subsidiary)
7. GV Offshore Private Limited, incorporated in India (Subsidiary)

During the financial year ended 31st March, 2020, the Board of Directors reviewed the affairs of
Company’s subsidiaries as mentioned above. Pursuant to Section 129(3) of the Companies Act,
2013 and new IND AS (Accounting Standards) issued by the Institute of Chartered Accountant
of India, Consolidated Financial Statement presented by the Company includes the financial
statements of its subsidiaries. Company is in process of closing its subsidiary, GV Offshore
Private Limited, incorporated in India, which is a dormant company.

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

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

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

INTERNAL FINANCIAL CONTROLS

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

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accordingly, regular audits and review processes ensure that such systems are reinforced on an
ongoing basis.

Indian Accounting Standards (IND AS) – IFRS Convergence

Your Company has adopted Indian Accounting Standards (“Ind AS”) from the accounting
periods beginning April, 2017 pursuant to Ministry of Corporate Affairs Notification dated 16th
February, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your Company’s performance is discussed in Management Discussion and

Analysis Report, which forms part of this Annual Report. (Annexure V)

PARTICULARS OF CONTRACTS OR AGREEMENTS ENTERED INTO WITH

RELATED PARTIES

During the financial year ended 31st March, 2020, your Company has entered into transactions
with the related parties as defined under Section 2(76) of the Companies Act, 2013 read with the
Rules made there under and the Listing Regulations. All related party transactions are in the
ordinary course of business and are on arm’s length basis. There are no materially significant
related party transactions made by the Company with Promoters, Directors, Key Managerial
Personnel or other designated persons which may have a potential conflict with the interest of the
Company at large. Thus, disclosure in Form AOC-2 was not required. Details of transactions
made are disclosed in financial statements. All related party transactions are presented to the
Audit Committee and the Board. Omnibus approval was obtained for the transactions which are
foreseen and repetitive in nature. In line with the provisions of the Companies Act, 2013 and
Regulation 23 of the Listing Regulations, your Company has formulated a policy on Materiality
of Related Party Transaction and on dealing with related party transactions duly approved by the
Board and is uploaded on the website of the Company.
Website:http://www.veritasindia.net/pdf/VIL_Policy/Related-Party-Transaction-&-the-manner-
of-dealing-with-Related-Party-Transaction.pdf

The details of the transactions with related parties and the status of outstanding balances as per
Accounting Standard 18 are set out in Note no. 36 to the Standalone Financial Statements
forming part of this report.

STATUTORY AUDITOR’S REPORT

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

SECRETARIAL AUDIT REPORT

The Board has appointed M/s. JMJA & Associates LLP, Practising Company Secretaries to
undertake secretarial audit of the company pursuant to Section 204 of the Companies Act, 2013.
The Secretarial Audit Report for the financial year ended 31st March, 2020 as submitted by them
is annexed as Annexure II and forms part of this Report.

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Reporting of Frauds by Auditors

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

SECRETARIAL STANDARDS
During the Financial Year, your Company has complied with applicable Secretarial Standards
i.e. SS-1 and SS-2, relating to “Meetings of the Board of Directors” and “General Meetings”,
respectively.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARNATEES GIVEN

AND SECURITY PROVIDED

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

PUBLIC DEPOSIT

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

BOARD AND COMMITTEES

DIRECTORS

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under Section 149(6) of the
Companies Act, 2013 read with Schedule IV and the relevant rules made there under and
Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements)

5
Regulations, 2015 and there has been no change in the circumstances which may affect their
status as an independent director during the year.

Ms. Alpa Parekh resigned from Directorship of the Company 14th August, 2019.

Mr. Vijay Shah and Ms. Purvi Matani were appointed as an Independent Directors of the
Company w.e.f. 14th August, 2019.

In accordance with the Section 152, other applicable provisions of the Companies Act, 2013 and
in terms of Memorandum and Article of Association of the Company, one-third of such of the
Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer
themselves for re-appointment at every AGM.

Mr. Nitinkumar Didwania, Director, Non-Independent Director retires by rotation at the ensuing
Annual General Meeting and being eligible have offered himself for re-appointment.

Key Managerial Personnel

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

(a) Mr. Praveen Bhatnagar Whole-time Director

(b) Mr. Rajaram Shanbhag Chief Financial Officer

(c) Mr. Prasad A Oak Vice President Legal and Company Secretary

BOARD EVALUATION

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

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

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SEBI vide its guidance note dated 5th January, 2017 has suggested process/practice that may be
adopted by the Companies for performance evaluation. The Company is following the same as
applicable.

FAMILIARIZATION PROGRAMME FOR DIRECTORS

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

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

POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION

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

DIRECTORS’ RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION

134(3)(C) OF THE COMPANIES ACT, 2013

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

That in the preparation of the annual accounts for the year ended 31st March, 2020, the applicable
accounting standards have been followed and there are no material departures from the same;

That they had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company as at 31st March, 2020 and of the profit of the Company for the
year ended on that date;

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

That Directors had prepared the annual accounts on a ‘going concern’ basis;

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

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

NUMBER OF MEETINGS OF THE BOARD

During the financial year ended 31st March, 2020, four meetings of the Board of Directors were
held. Meetings were held on 30/05/2019, 14/08/2019, 14/11/2019, and 12/02/2020 respectively.
The details of attendance of Board of Directors and its Committees in respective meetings are
mentioned in the Corporate Governance Report under the heading “Board of Directors” forming
part of this Annual Report.

Board Committees

Audit Committee

The Committee comprises of the following Directors:

1. Ms. Kamala Aithal, Independent Director, Chairperson
2. Mr. Praveen Bhatnagar, Whole-Time Director
3. Ms. Purvi Matani, Independent Director**
4. Mr. Vijay Shah, Independent Director**

Ms. Alpa Parekh resigned from Independent Directorship w.e.f. 11th April, 2019 and
Directorship of the Company w.e.f. 14th August, 2019

**Mr. Vijay Shah and Ms. Purvi Matani appointed as an Independent Directors of the Company
w.e.f. 14th August, 2019.

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

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

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of the following Directors

1. Ms. Kamala Aithal, Independent Director, Chairperson
2. Mr. Nitinkumar Didwania. Non-executive Director
3. Ms. Purvi Matani, Independent Director**

**Ms. Purvi Matani appointed as an Independent Directors of the Company w.e.f. 14th August,
2019.

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

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Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of the following Directors:

1. Mr. Nitinkumar Didwania, Non-executive Director, Chairman
2. Mr. Praveen Bhatnagar, Executive Director*
3. Ms. Purvi Matani, Independent Director*

*Mr. Praveen Bhatnagar, Whole-Time Director of the company was appointed as a member with
effect from 14th August, 2019 and Ms. Purvi Matani appointed as an Independent Director and
the member of the committee w.e.f. 14th August, 2019.

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

Corporate Social Responsibility (CSR) Committee

CSR Committee comprises of the following Directors:

1. Mr. Nitinkumar Didwania, Non-executive Director, Chairman
2. Mr. Praveen Bhatnagar, Executive Director*
3. Ms. Purvi Matani, Independent Director*

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

*Mr. Praveen Bhatnagar, Whole-Time Director of the company was appointed as a member with
effect from 14th August, 2019 and Ms. Purvi Matani appointed as an Independent Director and
the member of the committee w.e.f. 14th August, 2019.

GOVERNANCE

CORPORATE GOVERNANCE REPORT

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

RISK MANAGEMENT POLICY

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

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

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VIGIL MECHANSIM

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

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

The CSR Committee comprises of

• Mr. Nitinkumar Didwania, Non-executive Director, Chairman
• Mr. Praveen Bhatnagar, Executive Director*
• Ms. Purvi Matani, Independent Director*

Company Secretary is the Secretary of the Committee.

*Mr. Praveen Bhatnagar, Whole-Time Director of the company was appointed as a member with
effect from 14th August, 2019 and Ms. Purvi Matani appointed as an Independent Director and
the member of the committee w.e.f. 14th August, 2019.

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

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

Amount to be spent during the year is Rs. 19,93,621/-

Amount spent during the year is NIL
The amount unspent on CSR during the year is Rs. 19,93,621/-.

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PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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

a. Number of complaints filed during the financial year: NIL

b. Number of complaints disposed of during the financial year: NIL
c. Number of complaints pending as on end of the financial year: NIL

SHARE CAPITAL

The issued, subscribed and paid up Equity Share Capital of the Company as at 31st March, 2020
stood at Rs. 2,68,10,000/- (Rupees Two Crore Sixty-Eight Lakhs Ten Thousand only)
comprising of 2,68,10,000 fully paid equity shares of Re.1/- each.

During the year under review, the Company has not issued any equity shares with differential
voting rights nor has granted any stock options or sweat equity. As on 31st March, 2020 none of
the Directors of the Company holds instruments convertible into equity shares of the Company.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return as on 31st March, 2020 in the prescribed format Form MGT-9 is
attached as Annexure IV and forms part of this report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

As provided in the Section 124 sub section (5) of the Companies Act, 2013, the amount of
dividend remaining unclaimed or unpaid for a period of seven years from the date of transfer to
the unpaid dividend account is required to be transferred to the Investor Education and Protection
Fund (IEPF). The unpaid / unclaimed dividend and shares for the financial year ended 31st
March, 2013, is due to be transferred to IEPF. The list of which is available on our website:
http://www.veritasindia.net/index.asp.
Members, who have not yet encashed their dividend warrant(s), are requested to forward their
claims to the Registrar and Transfer Agents, Universal Capital Services Limited or the Company
at its registered office address. It may be noted that once the unclaimed dividend is transferred to
the IEPF, as above, no claim shall lie against the Company and shareholders would need to
approach to IEPF authorities.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO

The provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 providing for the details of Conservation of energy, technology
absorption, foreign exchange earnings and outgo are not applicable since the Company is into
trading and distribution business.

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

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The Company is pursuing for development of export markets for various products in the
International market to increase its foreign exchange earnings.

CERTIFICATE UNDER REGULATION 34 OF SEBI (LODR) REGULATIONS, 2015

Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a certificate
received from a Company Secretary in practice is enclosed as Annexure - VIII

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

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

The Company has paid panalty of Rs. 692,660/- to Bombay Stock Exchange for delay in
appointment of Independent Director as company could not find the suitable Independent
Director. The Company appointed Independent Directors with effect from 14th August, 2019 and
complied with the requirement.

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

Your Directors state that no disclosures or reporting is required in respect of the following items
as there were no transactions/events on these items during the year under review:
• The Company has not issued equity shares with differential rights as to dividend, voting or
otherwise.
• Company has not issued Shares (Including Sweat Equity Shares and Employee Stock
Options) to employees of the Company under any Scheme.
• The Company has not bought back any shares during the year.

ACKNOWLEDGEMENTS:

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

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

For and on Behalf of the Board of Directors

Sd/-
Place: Mumbai Nitinkumar Didwania
Date: 31st July, 2020 Chairman
DIN: 00210289

12
 Annexure 1

Form AOC-1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of Subsidiaries/Associate Companies/Joint Ventures
Part “A”: Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs )

Sr. Name of the subsidiary Company Reporting Reporting Currency and Share Capital Reserves & Surplus Total Assets Total Liabilities Investments Turnover Profit Before Provision For Profit After Proposed % of
No. Period exchange rate as on the Taxation Taxation Taxation Dividend Shareholding
last date of the Financial
Year)

Wholly Owned Subsidiary

1 Veritas Polychem Private Limited 31-Mar-20 INR 10,000,000 2,594,501,563 3,513,403,540 908,901,977 - - - - - - 100

2 Veritas Agro Ventures Private Limited 31-Mar-20 INR 100,000 8,344,173,600 8,490,804,222 146,530,622 - 125,000 (1,794,426) - (1,794,426) - 100

3 Veritas Infra & Logistics Private Limited 31-Mar-20 INR 100,000 (948,930) 17,094,652 17,943,582 - - (35,907) - (35,907) - 100

4 Veritas International FZE 31-Mar-20 USD 290,136,063 4,618,504,228 6,761,935,698 1,853,295,407 3,422 14,039,859,863 779,884,701 - 779,884,701 - 100

5 Hazel Interantional FZE 31-Mar-20 USD 596,095 4,269,099,517 12,226,096,569 7,956,400,957 - 901,486,784 406,753,953 - 406,753,953 - 100

Step Down Subsidiary

6 Veritas Global Pte Ltd 31-Mar-20 USD 3,422 (1,240,572) 161,787 1,398,937 - - (7,625,554) - (7,625,554) - 100

Subsidiary
7 GV Offshore Private Limited 31-Mar-20 INR 100000 - - - - - - - - - 51
Notes:
1 % of Shareholding includes direct and indirect holding through subsidary
2 The amounts given in the table above are from the annual accounts made for the respective financial year end for each of the companies.
3 The Indian rupee equivalents of the figures given in foreign currencies in the accounts of the subsidiary companies, have been given based on the exchange rates as on March 31, 2020 i.e. Rs. 75.39
4 There are no subsidaries which are yet to commence operation.

Part B of Form AOC-1 is not applicable to the Company as the Company does not have any Associate Company and Joint Venture

For Veritas (India) Limited

Sd/- Sd/-
Nitinkumar Didwania Praveen Bhatnagar
Place: Mumbai Director Whole-Time Director
Date: 31 July, 2020
Sd/- Sd/-
Rajaram Shanbhag Prasad A Oak
Chief Financial Officer Company Secretary

13
Annexure II

FORM NO. MR-3

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014]
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2020

To
The Members,
VERITAS (INDIA) LIMITED
Veritas House, 3rd Floor,
70, Mint Road, Fort,
Mumbai-400001.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the
adherence to good corporate practices by Veritas (India) Limited (CIN L23209MH1985PLC035702)
(hereinafter referred as “the Company”) having its registered office situated at Veritas House, 3rd Floor,
70, Mint Road, Fort, Mumbai-400001. The Secretarial Audit was conducted in a manner that provided us
a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion
thereon.

Based on our verification of the books, papers, minute books, forms and returns filed and other records
maintained by the Company and also the information provided by the Company, its officers, agents and
authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion,
the Company has, during the Audit period April 01, 2019 to March 31, 2020 complied with the statutory
provisions listed hereunder and also that the Company has proper Board-processes and compliance-
mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained
by the Company for the period April 01, 2019 to March 31, 2020 as per the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;
(ii) The Securities Contracts (Regulation) Act, 1956 and the rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Byelaws framed there under;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulation made there under to the extent
of Foreign Direct Investment, Overseas Direct Investment and Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of
India Act, 1992
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulation, 2011;

14
 (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation,
2015 as amended from time to time;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulation, 2009; (Not applicable to the Company during the Audit Period)
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999; (Not applicable to the Company during the Audit
Period)
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008; (Not applicable to the Company during the Audit Period)
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer
Agents) 1993 regarding the Companies Act and dealing with client; (Not applicable to the
Company during the Audit Period)
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
(Not applicable to the Company during the Audit Period)
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not
applicable to the Company during the Audit Period)

(vi) The other applicable laws like The Employees State Insurance Act, 1948, The Employees
Provident Funds and Miscellaneous Provisions Act, 1952 etc.

We have also examined compliance with the applicable clauses of the following:

(a) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015;

(b) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to the
Board and General Meetings.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations,
Guidelines, etc. as mentioned above subject to the following observations:

1. That the Company could not comply with the requirement pertaining to the composition of Board
including appointment of woman director as stipulated in Regulation 17(1) of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In this regard, the Company was liable for a penalty amounting to Rs. 4,77,900/- as per the SEBI
notice dated August 19, 2019. Subsequently, the penalty amount was paid by the Company and
had complied with the applicable regulation. The Company identified the competent person and
have appointed them as an Independent Director.

2. That the Company could not comply with the requirement of the constitution of Audit Committee
as specified in Regulation 18 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. In this regard, the Company was liable for a
penalty amounting to Rs. 2,14,760/- as per the SEBI notice dated August 19, 2019. Subsequently,
the penalty amount was paid by the Company and had complied with the applicable regulation;
The Company identified the competent people and have appointed them as an Independent
Director.
3. That the Company had failed to file the Annual Report with the Stock Exchange before the due
time as required in Regulation 34 (1) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015. In this regard, the Company was

15
 liable for a penalty amounting to Rs. 9,440/- as per the SEBI notice dated October 15, 2019.
Subsequently, the penalty amount was paid by the Company and had complied with the
applicable regulation. Later the penalty amount was agreed to be refunded by the Bombay Stock
Exchange vide its email dated January 7, 2020.

We further report that:

a) The Board of Directors of the Company is duly constituted with proper balance of Executive
Directors, Non-Executive Directors and Independent Directors. The changes in the composition
of the Board of Directors that took place during the period under review were carried out in
compliance with the provisions of the Act;

b) Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed
notes on agenda were sent at least seven days in advance, and a system exists for seeking and
obtaining further information and clarifications on the agenda items before the meeting and for
meaningful participation at the meeting;

c) During the period under review, resolutions were carried through majority decisions. The
minutes of the minutes did not reveal any dissenting views by any member of the Board of
Directors during the period under review;

d) Based on the information provided and the representations made by the Company, its officers,
and also on review of the compliance reports of the Company secretary, in our opinion, there are
adequate systems and processes in the company commensurate with the size and operations of
the company to monitor and ensure compliance with applicable laws, rules, regulations and
guidelines;

e) We further report that during the audit period the Company has partially spent on the CSR
activities.

For JMJA & Associates LLP,

Practising Company Secretaries

Sd/-
CS Mansi Damania
Designated Partner
FCS: 7447| COP: 8120
UDIN: F007447B000511324

Place: Mumbai
Date: July 27, 2020

NOTE: This report is to be read with our letter of even date which is annexed as ‘Annexure’ and
forms an integral part of this report.

16
‘Annexure’
To,
The Members,
Veritas (India) Limited

Our report of even date is to be read with this letter.

1. Maintenance of Secretarial records is the responsibility of the Management of the Company. Our
responsibility is to express as opinion on these secretarial records based on our audit;

2. We have followed the audit practices and process as were appropriate to obtain reasonable
assurance about the correctness of the contents of the Secretarial records. The verification was
done on test basis to ensure that correct facts are reflected in secretarial records. We believe that
the processes and practices, we followed provide a reasonable basis for our opinion;

3. We have not verified the correctness and appropriateness of financial records and Books of
Accounts of the Company;

4. Wherever required, we have obtained the Management representation about the compliance of
applicable laws, rules and regulations etc.;

5. The compliance of the provisions of Companies Act, 2013 and other applicable laws, Rules,
Regulations, Secretarial Standards issued by ICSI is the responsibility of the Management. Our
examination was limited to the verification of procedures on test basis;

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor
of the efficacy or effectiveness with which the Management has conducted the affairs of the
Company;

7. We further report that, based on the information provided by the Company, its officers,
authorized representatives during the conduct of the audit and also on the review of quarterly
compliance report by the respective departmental heads/ Company Secretary/ Managing Director
taken on record by the Board of the Company, in our opinion adequate systems and process and
control mechanism exist in the Company to monitor compliance with applicable general laws
like labour laws & Environment laws and Data protection policy;

8. We further report that the compliance by the Company of applicable fiscal laws like Direct &
Indirect tax laws has not been reviewed in this audit since the same has been subject to review by
the statutory financial audit and other designated professionals.

For JMJA & Associates LLP,

Practising Company Secretaries

Sd/-
CS Mansi Damania
Designated Partner
FCS: 7447| COP: 8120

Place: Mumbai
Date: July 27, 2020

17
Annexure III

NOMINATION AND REMUNERATION POLICY ON APPOINTMENT OF

DIRECTORS AND EMPLOYEES AND THEIR REMUNERATION

I. General:
The Companies Act, 2013, the Rules made there under in terms of Regulation 19 read with
Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“the Regulations’) requires every Company to formulate the criteria for
determining qualifications, positive attributes and independence of directors. The Company is
also required to adopt a policy, relating to the remuneration for the directors, key managerial
personnel and other employees.

Accordingly, the Nomination and Remuneration Committee (NRC) of the company has
adopted the following policy and procedure with regard to identification and nomination of
persons who are qualified to become directors and who may be appointed at senior
management level.

II. Criteria for identifying persons for appointment as Directors and Senior
Management:
The Nomination and Remuneration Committee (NRC) is responsible for evaluating the
qualification of each director candidates and of those directors who are to be nominated for
election by shareholders at each Annual General Meeting or Extra-ordinary General Meeting
of shareholders and for recommending duly qualified director nominees to the Board of
Directors. The qualification criteria set forth herein are designed to describe the qualities and
characteristics required for the Board as a whole and for the Board members.

Directors:
1. Candidates for Directorship should possess adequate qualifications, skills and expertise in
one or more fields of finance, law, general corporate management, information management,
science and innovation, public policy, financial services, sales & marketing and other
disciplines as may be identified by the NRC and/or the Board from time to time, that may be
relevant to the Company’s business.

2. The director candidates should have completed the age of 21 years. The maximum age of
executive directors shall not be more than 70 years at the time of appointment / re-
appointment. However, a candidate who has attained the age of 70 years may be appointed if
approved by shareholders by passing of special resolution.

3. The Board has not established specific education, years of business experience or specific
types of skills for Board members, but, in general, expects qualified directors to have ample
experience and a proven record of professional success, leadership and the highest level of
personal and professional ethics, integrity and values.

4. The candidate to be appointed as Director shall have a Director Identification Number

(DIN) allotted under section 154 of the Companies Act, 2013 (Act) and duly complied with
DIN KYC norms.

5. In addition any person to be appointed as a Managing Director or whole-time director in

the Company (hereinafter referred to as ‘Executive Directors’) shall have to meet the

18
following requirements for being eligible for appointment set out in Part I of Schedule V of
the Act and the limits of directorships set out in listing agreement with stock exchanges.

6. Above all, every candidate for Directorship on the Board should have the following
positive attributes:
• Possesses a high level of integrity, ethics, credibility and trustworthiness;
• Ability to handle conflict constructively and possess the willingness to address critical
issues proactively;
• Is familiar with the business of the Company and the industry in which it operates and
displays a keen interest in contributing at the Board level to the Company’s growth in
these areas;
• Possesses the ability to bring independent judgment to bear on the Board’s
deliberations especially on issues of strategy, performance, risk management and
resource planning;
• Displays willingness to devote sufficient time and attention to the Company’s affairs;
• Values Corporate Governance and possesses the skills and ability to assist the
Company in implementing good corporate governance practices;
• Possesses leadership skills and is a team player.

7. Criteria for Independence applicable for selection of Independent Directors:

The Company may select the candidate from data bank(s) containing name, address,
qualification of persons who are eligible and willing to act as Independent Director
maintained by relevant institute or association as may be notified by the Central Government
having expertise in creation and maintenance of such data bank.
The prospective candidates for appointment as an Independent Director shall have to meet the
criteria of Independence laid down in sub-section (6) of Section 149 of the Act and in terms
of Regulation 25 of the Listing Regulations.
Such Candidates shall submit a Declaration of Independence to the NRC / Board, initially
and
thereafter, annually, based upon which, the NRC / Board shall evaluate compliance with this
criterion for Independence.
In the process of shortlisting Independent Directors, the Board shall ensure that there is
appropriate balance of skills, experience and knowledge in the Board so as to enable the
Board to discharge its functions and duties effectively.

8. Change in status of Independent Director:

Every Independent Director shall be required to inform the NRC / Board immediately in case
of any change in circumstances that may put his or her independence in doubt, based upon
which, the NRC / Board may take such steps as it may deem fit in the best interest of the
company.

III. Directors selection procedure

1. Upon instructions/guidelines of Board of Directors Human Resources (HR) department
shall identify and recommend appropriate candidates for selection to the Board based on
director’s qualification criteria.

2. For each shortlisted director candidate considered for selection to the Board, the
Nomination and Remuneration Committee shall evaluate each director candidate and
recommend to the Board any duly qualified director candidates.

19
3. To aid in the short listing and screening process the Nomination and Remuneration
Committee may take the support of professional agencies, conduct interviews or have a
personality check undertaken or take any other steps as may be considered necessary to
ensure that the right candidates are identified.

4. A determination of a director’s qualifications to serve on the Board shall be made by the

Board, upon the recommendation of the Committee, prior to nominating said director for
selection at the Company’s next Annual General Meeting.

5. The company shall issue a formal letter of appointment to independent directors in the
manner as provided in Paragraph IV (4) of Schedule IV of the Act.

IV. Removal of Director:

1. If a Director incurs any disqualification mentioned under the Companies Act, 2013 or any
other applicable law, regulations, statutory requirement, the NRC may recommend to the
Board with reasons recorded in writing for the removal of the said Director subject to
the provisions of and compliance with the statutory provisions.

2. Such recommendations may also be made on the basis of performance evaluation of the
Directors or as may otherwise be thought fit by the NRC.

V. Remuneration Policy:
1. All remuneration/fees/ compensation, payable to Directors shall be fixed by the Board of
Directors and payment of such remuneration fees/ compensation shall require approval of
shareholders in general meeting except for sitting fee payable to Independent Directors for
attending Board/Committee meeting of the Company.

2. The Board shall decide on the remuneration/fees/compensation, payable to Directors based

on the recommendations of the Nomination and Remuneration Committee.

3. The total managerial remuneration payable, to its directors, including Managing Director
and Whole-time Director, (and its manager) in respect of any financial year shall not
exceed eleven per cent of the net profits of the company for that financial year computed in
the manner laid down in Section 198 of the Companies Act, 2013. Provided that the
company in general meeting may, with the approval of the Central Government, authorize
the payment of remuneration exceeding eleven per cent of the net profits of the company,
subject to the provisions of Schedule V of the Act.

4. The Nomination and Remuneration Committee shall ensure the following while
recommending the remuneration/fee/compensation payable to Directors:

a. The remuneration payable to Non-Executive Directors shall not exceed 1% of the net
profits of the Company.

b. A Non-Executive director may be paid remuneration by way of fee for attending meetings
of the Board or Committee thereof or for any other purpose whatsoever. The amount of
such fee on upper side shall not exceed Rs.1,00,000/- for attending each meeting of the
Board or Committee thereof or such higher amount as may be prescribed by the Central
Government.

20
c. Sitting Fees: Independent Directors receive remuneration in the form of sitting fees for
attending the meetings of Board or Committee of the Company and its subsidiaries where
such Director maybe so appointed.

d. Commission:The remuneration payable to the Independent Directors in the form of

Commission may be paid within the monetary limits as may be approved by shareholders
subject to the limit not exceeding 1% of the profits of the Company computed as per
applicable provisions of the Companies Act, 2013.

e. An independent director shall not be entitled to any stock option.

VI. Remuneration to the Whole-Time Directors / KMPs / Senior Management

Personnel:
a. The Whole-Time Director / KMPs and Senior Management Personnel shall be eligible for
a monthly remuneration as per the HR policy of the Company in force from time to time and
in compliance with the required applicable provisions of the Companies Act, 2013. The total
remuneration comprises of a fixed basis salary, perquisites as per the Company policy,
retirement benefits as per company Rules and S tatutory requirements, performance linked
incentives (on an annual basis) based on the achievement of pre-set KRAs and long-
term incentives based on value creation.

b. The remuneration payable to any one managing director; or whole-time director or

manager shall not exceed five percent of the net profits of the company and if there is more
than one such director remuneration shall not exceed ten per cent of the net profits to all such
directors and manager taken together.

c. In case of inadequacy of profits, the Company shall pay remuneration to its Whole-Time
Director in accordance with the provisions of the Schedule V of the Act.
In case the Company wants to pay remuneration in excess of the limits as prescribed
under Schedule V of the Act, the same can be provided as per provisions of Companies Act,
2013.

d. If any Managerial Personnel draws or receives, directly or indirectly by way of

remuneration any such sums in excess of the limits prescribed under the Act or without
the prior sanction of the Central Government, where required, he / she shall refund the
sums to the Company and until such sums is refunded, hold it in trust for the Company. The
Company shall not waive the recovery of such sum refundable to it unless permitted by
the Central Government.

Forand on Behalf of the Board of Directors

Sd/-
Place: Mumbai Nitinkumar Didwania
Date:31st July, 2020 Chairman
DIN: 00210289

21
Annexure - IV

Form No. MGT-9

EXTRACT OF ANNUAL RETURN
As on the financial year ended on 31st March, 2020
[Pursuanttosection92(3) of theCompaniesAct,2013andrule12(1) of the
Companies (Management and Administration) Rules,2014]

I. REGISTRATION AND OTHER DETAILS

i) CIN L23209MH1985PLC035702

ii) Registration Date 21/03/1985

iii) Name of the Company Veritas (India) Limited

iv) Category / Sub-Category of the Company Company limited by Shares/ Indian Non-Government
Company

v) Address of the Registered office and contact Veritas House, 3rd Floor, 70 Mint Road, Fort,
details Mumbai - 400001, Maharashtra.
Tel No.: +91 22 2275 5555/ 6184 0000
Fax: +91 22 2275 5556/ 6184 0001
Email: corp@veritasindia.net

vi) Whether listed company Yes

Listed on Bombay Stock Exchange (BSE)
vii) Name, Address and Contact details of Registrar Universal Capital Securities Private Limited,
and Transfer Agent, if any 21 Shakeel Niwas, Mahakali Caves Road,
Andheri (East), Mumbai - 400093,
Tel. No.: +91 22 2820 7203 / 05
Fax: +91 22 28207207
Email: ravi@unisec.in
Change of address is with effect from 1st
September, 2020 is as follows:
C 101, 247 Park,
LBS Road, Vikhroli West,
Mumbai – 400083.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated: -
Sl. Name and Description of main products / NIC Code of the % to total turnover of the
No. services Product/ service company

1 Wholesale trade, except of motor vehicles 46 99.06

and motorcycles

PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES/LLPs

Sl. Name and Address CIN / GLN Holding / % of Applicable

No of the Company Subsidiary / shares Section
Associate held
1 Veritas Infra & U01403MH2011PTC215010 Subsidiary 100 2(87)
Logistics Private
Limited
701, Embassy
Centre, Nariman
Point, Mumbai –

22
 400021,
Maharashtra
2 Veritas U01403TN2011PTC103236 Subsidiary 100 2(87)
AgroVentures
Private Limited
AP-114, AF Block,
5th Street, 11th
Main Road, Anna
Nagar, Chennai –
600040,
Tamil Nadu
3 Veritas Polychem U24233MH2011PTC212664 Subsidiary 100 2(87)
Private Limited
701, Embassy
Centre, Nariman
Point, Mumbai -
400021,
Maharashtra
4 Hazel NA Subsidiary 100 2(87)
International FZE
Plot No# 1A-08
Hamriyah - UAE
5 Veritas NA Subsidiary 100 2(87)
International FZE
Jafza, Dubai - UAE

6 Veritas Global NA Step down 100 2(87)

PTE Limited Subsidiary
16 Raffles Quay
#27-01B Hong
Leong Building
Singapore 048581
7 GV Offshore U11100MH2018PTC313738 Subsidiary 51 2(87)
Private Limited
Dayanand Saraswati
Chowk, 70 Mint
Road, Fort Mumbai
- 400001

III. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category - wise Share Holding

Categ Category of No. of shares held at the beginning of the No. of shares held at the end of the year %
ory Shareholder year chang
code e
durin
g the
year
Demat Physic Total % of Demat Physical Total % of
al Total Total
Shar Shar
es es
(A) Promoters
1 Indian
(a) Individuals/ Hindu 15963100.
Undivided Family 15963100 0 15963100 59.54 00 0.00 15963100 59.54 0.00
(b) Central Govt(s) 0 0 0 0.00 0 0.00 0.00
(c) State Govt(s)
0 0.00 0 0.00 0.00

23
(d) Bodies Corporate 1523967.0
1523967 0 1523967 5.68 0 0.00 1523967 5.68 0.00
(e) Banks / FI
0 0.00 0 0.00 0.00
(f) Any Others(Specify)

Sub Total(A)(1)
17487067 0 17487067 65.23 17487067 0 17487067 65.23 0.00

2 Foreign
a NRIs - Individuals 0 0.00 0 0.00 0.00
b Other Individuals
0 0.00 0 0.00 0.00
c Bodies Corporate
0 0.00 0 0.00 0.00
d
Banks / FI 0 0.00 0 0.00 0.00
e Any Others(Specify)
Sub Total(A)(2)
0 0 0 0.00 0 0 0 0.00 0.00

Total Shareholding
of Promoter (A)=
(A)(1)+(A)(2) 17487067 0 17487067 65.23 17487067 0 17487067 65.23 0.00

(B) Public
shareholding
1 Institutions
(a) Mutual Funds
0 0.00 0 0.00 0.00
(b) Banks / FI
0 0 0 0.00 0.00 0.00 0 0.00 0.00
(c) Central Govt(s)
0 0.00 0 0.00 0.00
(d) State Govt(s)
0 0.00 0 0.00 0.00
(e) Venture Capital
Funds 0 0.00 0 0.00 0.00
(f) Insurance
Companies 0 0.00 0 0.00 0.00
(g) FIIs
0 0 0 0.00 0 0.00 0.00
(h) Foreign Venture
Capital Funds 0 0.00 0 0.00 0.00
(i) Any Other (specify) 2600000.0
2600000 2600000 0 0.00 2600000
Sub-Total (B)(1)
2600000 0 2600000 9.70 2600000 0 2600000 9.70 0.00

B2 Non-institutions
(a) Bodies Corporate 1013709.0
901116.00 0.00 901116 3.36 0 0.00 1013709 3.78
(i) Indian
0 0.00 0 0.00 0.00
(ii) Overseas 0 0.00 0 0.00 0.00
(b) Individuals
Individual
shareholders holding
nominal share
capital up to Rs 1 54000.
(i) lakh 294622.00 00 348622 1.30 293293.00 14000.00 307293 1.15 -0.15
(ii) Individual
shareholders holding
nominal share
capital in excess of 10595 390000.0
Rs. 1 lakh. 398600.00 70 1458170 5.44 999436.00 0 1389436 5.18 -0.26

24
 (c) Others (specify)
(i) Clearing Members
10310.00 0 10310 0.04 0.00 0.00 0 0.00 -0.04
(ii) Trusts
0 0.00 0 0.00 0.00
(iii) NRI / OCBs 395 395 0.00 260.00 0.00 260 0.00 0.00
(iv) Foreign Nationals
0 0 0 0.00 0.00 0.00 0 0.00 0.00
(v) Foreign Corporate 40000 4000000.
Body 0 00 4000000 14.92 0.00 00 4000000 14.92 0.00
(vi) HUF
4236.00 0.00 4236.00 0.02 7051.00 0.00 7051
(vii) IEPF Suspense A/c 84.00 0.00 84.00 0.00 84.00 0.00 84
(viii) LLP/Partnership
Firm 0.00 0.00 0.00 0.00 5100.00 0.00 5100
Sub-Total (B)(2) 51135
4209363 70 9322933 34.77 2318933 4404000 6722933 25.08 -9.70

Total Public
(B) Shareholding (B)= 51135
(B)(1) + (B)(2) 6809363 70 11922933 44.47 4918933 4404000 9322933 34.77 -9.70

TOTAL (A)+(B) 51135 100.0 100.0

21696430 70 26810000 0 22406000 4404000 26810000 0 0.00

(C) Shares held by

Custodians for
GDRs & ADRs 0.00 0.00
GRAND TOTAL 51135 100.0 100.0
(A)+(B)+(C) 21696430 70 26810000 0 22406000 4404000 26810000 0 0.00

ii) Shareholding of Promoters:

SI Shareholde Shareholding at the beginning Shareholding at the end of the

N r’s of the year year
O. Name
No. of %of % of No. of %of % of % change in
Shares total Shares Shares total Shares shareholdingdurin
Shares Pledged/ Shares Pledged/ gthe year
of the encumber ofthe encumbere
compa ed to total compa dto total
ny shares ny shares
1 Nitinkumar 92,50,00 34.50 NIL 92,50,00 34.50 NIL NIL
Didwania 0 0
2 Niti 67,13,10 25.04 NIL 67,13,10 25.04 NIL NIL
Nitinkumar 0 0
Didwania
3 Groupe 15,23,96 5.68 NIL 15,23,96 5.68 NIL NIL
Veritas 7 7
Limited
Total 1,74,87,0 65.23 NIL 1,74,87,0 65.23 NIL NIL
67 67

iii) Change in Promoters’ Shareholding (please specify, if there is no change)

SR. Shareholding at the beginning of Cumulative Shareholding during the year

NO. Particulars the year (As on 1st April, 2019) (As on 31st March, 2020)
No. of shares %of total No. of shares %of total shares of the
shares of the company

25
 company
At the beginning of year
1 Nitinkumar Didwania 92,50,000 34.50 92,50,000 34.50
2 Niti Nitinkumar Didwania 67,13,100 25.04 67,13,100 25.04
3 Groupe Veritas Limited 15,23,967 5.68 15,23,967 5.68
At the End of year
1 Nitinkumar Didwania 92,50,000 34.50 92,50,000 34.50
2 Niti Nitinkumar Didwania 67,13,100 25.04 67,13,100 25.04
3 Groupe Veritas Limited 15,23,967 5.68 15,23,967 5.68

iv) Shareholding Pattern of top ten shareholders (other than Directors, Promoters and Holders
of GDRs and ADRs):
Shareholding at the Cumulative
beginning of the year Shareholding during the
Sl. No. Name of the shareholder year
No. of % of total No. of % of total
shares shares of the shares shares of the
company company

1 ONEX ASSETS LIMITED

At the beginning of the year

3000000 11.19 3000000 0.00
At the End of the year (or on the date of
separation, if separated during the year
3000000 11.19 3000000 11.19
2 LATITUDE CONSULTANTS LTD
At the beginning of the year
2600000 9.70
At the End of the year (or on the date of
separation, if separated during the year 2600000 9.70 2600000 9.70
AVENTIA GLOBAL LTD
3
At the beginning of the year 1000000 3.73
At the End of the year (or on the date of
separation, if separated during the year 1000000 3.73 1000000 3.73
4 KAMALASINI TRADELINK LTD
At the beginning of the year 876772 3.27 0 0.00
4/5/2019 Transfer 52048 0.19
6/7/2019 Transfer 56882 0.21
At the End of the year (or on the date of
separation, if separated during the year
985702 3.68 985702 3.68
5 AMAN BHATIA
At the beginning of the year 400000 1.49 0 0.00
5/31/2019 Transfer -5747 -0.02
6/7/2019 Transfer -5000 -0.02
8/30/2019 Transfer -389000 -1.45
9/6/2019 Transfer 389000 1.45
12/13/2019 Transfer -25000 -0.09
3/6/2020 Transfer -25000 -0.09
At the End of the year (or on the date of
separation, if separated during the year
339253 1.27 339253 1.27

26
6 AJAY S. JAIN
At the beginning of the year 398600 1.49 0 0.00
30/09/2019 Transfer 40000 0.15
At the End of the year (or on the date of
separation, if separated during the year 438600 1.64 438600 1.64
7 NEETI BHATIA
At the beginning of the year 350000 1.31 0 0.00
There is no change in shareholding during the year
At the End of the year (or on the date of
separation, if separated during the year 350000 1.31 350000 1.31
8 PANKAJ SHAH
At the beginning of the year 309570 1.15
10/4/2019 Transfer -309570 -1.15 0 0.00
At the End of the year (or on the date of
separation, if separated during the year 0.00 0.00
9 DINANATH PRASAD
At the beginning of the year 56000 0.21
5/3/2019 Transfer 253570 0.95
5/31/2019 Transfer -24000 -0.09
6/7/2019 Transfer -24000 -0.09
9/6/2019 Transfer -625 0.00
9/13/2019 Transfer -6344 -0.02
9/20/2019 Transfer -3710 -0.01
9/30/2019 Transfer -6800 -0.03
10/11/2019 Transfer 350 0.00
10/18/2019 Transfer -50 0.00
10/25/2019 Transfer -100 0.00
11/1/2019 Transfer -800 0.00
11/8/2019 Transfer -350 0.00
11/15/2019 Transfer -700 0.00
11/22/2019 Transfer -60 0.00
11/29/2019 Transfer -225 0.00
12/6/2019 Transfer -5004 -0.02
12/13/2019 Transfer 660 0.00
12/20/2019 Transfer -225 0.00
12/27/2019 Transfer -250 0.00
12/31/2019 Transfer -50 0.00
3/6/2020 Transfer 24296 0.09 0 0.00
At the End of the year (or on the date of
separation, if separated during the year 261583 0.98 261583 0.98
10 SHIRISH DAHYALAL UPADHYAY
At the beginning of the year 50328 0.19
4/5/2019 Transfer -4200 -0.02 0 0.00
At the End of the year (or on the date of
separation, if separated during the year 46128 0.17 46128 0.17
11 DIPAL DEVENDRAKUMAR SHAH

27
 At the beginning of the year 34028 0.13
5/10/2019 Transfer 5664 0.02
5/24/2019 Transfer -32 0.00
5/31/2019 Transfer -300 0.00
6/7/2019 Transfer -400 0.00
6/14/2019 Transfer -400 0.00
8/2/2019 Transfer -921 0.00
8/23/2019 Transfer -3049 -0.01
9/6/2019 Transfer -3023 -0.01
3/20/2019 Transfer 5670 0.02
3/31/2020 Transfer 14000 0.05 0 0.00
At the End of the year (or on the date of
separation, if separated during the year 51237 0.19 51237 0.19

v) Shareholding of Directors and Key Managerial Personnel

SI Shareholding at the beginning of Cumulative Shareholding during the year

NO. the year
For Each of the Directors No. of shares % of total No. of shares % of total shares of the
and KMP shares of the company
company
1 Mr. Nitinkumar Didwania
(Director)
At the beginning of year 92,50,000 34.50 92,50,000 34.50
Datewise Increase/ Decrease
in Shareholding during the
year No Change During the Year
At the End of year 92,50,000 34.50 92,50,000 34.50

Note: Mrs. Alpa Parekh, Mr. Rajaram Shanbhag and Prasad A Oak did not hold any shares of the Company
during the financial year 2019-20.
*Ms. Alpa Parekh resigned from the Board of Directors w.e.f. 14th August, 2019 and Mr. Saurabh Sanghvi
resigned from the Board of Directors of the Company w.e.f. 30th September, 2019.

vi) INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans Unsecured Deposits Total

excluding deposits Loans Indebtedness
Indebtedness at the beginning of the financial year (As on 01.04.2019)
(i) Principal Amount - - - -
(ii) Interest due but - - - -
not paid
(iii) Interest accrued - - - -
but not due
Total (i+ ii+ iii) - - - -
- - - -
Change in Indebtedness during the financial year
Additions - - - -
Reduction - - - -
Net Change - - - -

Indebtedness at the End of the financial year (As on 31.03.2020)

28
(i) Principal Amount - - - -
(ii) Interest due but - - - -
not paid
(iii) Interest accrued - - -
but not due -
Total (i+ ii +iii) - - - -

vii) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Director and/or Manager

*Remuneration paid to the Whole-Time Director is within the ceiling provided under Section
197 of the Companies Act, 2013.

**Mr. Praveen Bhatnagar, Whole-Time Director draws salary from wholly-owned subsidiary of the Company,
Veritas Polychem Private Limited and his Gross Salary for the financial year was Rs. 48,00,000/-.

B. Remuneration to other directors:

SI Particulars of Name of Directors Total Amount

NO. Remuneration
Ms. Kamala Ms. Purvi Mr. Vijay Shah
Aithal Matani
1 Independent Directors
• Fee for attending 16,000 24,000 24,000 64,000
board/committee
meetings
• Commission - - -
• Others, please - - -
specify
Total (1)
2 Other Non-Executive Directors
• Fee for attending - - - -
board/committee
meetings
• Commission - - - -
• Others, please - - - -
specify
Total (2) - - - -
Total (B)= (1+2) 16,000 24,000 24,000 64,000
Overall Ceiling as per Rs.1,00,000 per meeting
the Act

C. Remuneration to Key Managerial Personnel other than MD/ Manager/ WTD:

Sl. Particulars of Remuneration Key Managerial Personnel

No.
Mr. Rajaram S Shanbhag Mr. Prasad A Oak
(Chief Financial Officer) (Company Secretary)
1 Gross salary
a) Salary as per provisions contained in section 87,00,048 25,50,492
17(1) of the Income-tax Act,1961
(b) Value of perquisites u/s 17(2) Income-tax - -
Act, 1961
(c) Profits in lieu of salary under section 17(3) - -
Income- tax Act, 1961
2 Stock Option - -
3 Sweat Equity - -

29
4 Commission - -
- As % of profit - -
5 Others, please specify - -
Total 87,00,048 25,50,492

IV. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of Brief Details of Penalty/ Authority Appeal Made, if

the Description Punishment [RD/ NCLT/ Any (give details)
Companies Compounding fees COURT]
Act imposed
A. COMPANY
Penalty SEBI (LODR), 6,92,660 BSE NA
NA Regulations
2015 -
Regulation
17(1) and 18(1)
(Composition
of Board and
Audit
Committee)
Punishment N.A.
Compounding
B. DIRECTORS
Penalty
Punishment N.A.
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment N.A.
Compounding

For and on Behalf of the Board of Directors

Sd/-
Place: Mumbai Nitinkumar Didwania
Date: 31st July, 2020 Chairman
DIN: 00210289

30
ANNEXURE V

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industry Structure and Development

Company is in business of Export, Import, Trading and distribution of chemicals, metals and
rubbers. The Company is also involved in business of generation of wind energy.

Due to the CoVID-19 pandemic and lockdown the business and operations of the
company have been impacted. As the company’s most of the products fall under essential
categories, the office has been in operations with minimum staff during the lockdown
period and majority of the staff are working from home.

The effect of the pandemic has been more on the Extension of Credit being offered to
the Customers. It is estimated that there will be delay in realization of funds from the
customers.

Chemical Industry

India ranks top 10 in world in Chemicals sales but contributes very minimal to
global chemical industry.

The chemical industry broadly classified into Bulk chemicals, Specialty

chemicals, Agrochemicals, Petrochemicals, Polymers and Fertilizers. India’s proximity to
the Middle East, the world’s source of petrochemicals feedstock, makes for economies of
scale.

Upcoming Petroleum, Chemicals and Petrochemicals Investment Regions (PCPIRs)

and Plastic parks will provide state-of-the-art infrastructure for Chemicals and
Petrochemicals sector. Urbanisation and development of small towns would further add to
domestic demand. Currently, India's chemical sector is regarded as a diversified industry
churning out over 80,000 commercial products. The sector, dominated mainly by
MSME, contributes about 10.5% to India's foreign trade and is an employment generator for
millions.

The Indian chemicals industry is projected to cross $300 bn in 5 years. Indian ranks in top 20
in export and in top 10 in import of chemicals (Excluding Pharmaceuticals products)
globally.

Market size of the Chemicals industry in India stood at $178 bn in 2018-19. The
petrochemical demand is expected to grow at 7.5% CAGR from FY 2019-23, with
polymer demand growing at 8%. The specialty chemicals constitute 22% of total
chemicals and petrochemicals market in India. The demand for specialty chemicals is
expected to grow at 12% CAGR from FY19-22.

Wind Energy
Over the period of time people across the world are slowly but consistently understanding the
importance of pollution free environment. Alarming rate of global warming is also a cause of
growing concern. People are now preferring alternate fuel resources than conventional ones.
Alternative fuels which are available at a cheaper rate can meet growing demands for such
alternative fuels. Wind energy is one of such resource which is a viable option to achieve
sustainable development and also to conserve traditional energy resources, supply of which is

31
limited. Continuous growing population of the world would require huge energy resources at
reasonable/competitive prices.

The largest component of renewable generation capacity is wind power. Wind energy not
only offers both a power source that completely avoids the emission of carbon dioxide, the
main Green House Gas (GHG), but also produces none of the other pollutants associated with
either fossil fuel or nuclear generation.

Review of Operations
A summary of major performance indicators is given below, while the detailed and physical
performance may be viewed from the Balance Sheet and Profit & Loss account and the
annexure thereto
(Amount in Rs.)
Year 2019-2020 2018-2019 Percent Increase Remarks
/(Decrease)
Revenue 5,426,989,856 6,115,274,803 (11.26) Sales Turnover reduced
from In Absolute Terms as the
Operations prices of Crude and its
(Sales) downstream products
cooled down during the
last financial year.
Therefore, the Turnover
PBT 86,247,629 125,957,256 (31.53) Reduction in PBT is
largely due to the Forex
Loss Accounted for
PAT 84,827,849 96,656,812 (12.24) PAT is more or less
equivalent due to the
reversal of Deferred tax
liability
Change in 2,197,781,509 2,376,370,411 (8) Procurement price also
Inventories reduced In Absolute
Terms as the prices of
Crude and its
downstream products
cooled down during the
last financial year.
Therefore, the Turnover
has reduced by over the
previous year.

Operating Margin Ratio is 1.65 and Net profit margin ratio is 1.56
Return on Networth is 4.90

Debtors Turnover Ratio increased to 4.03 from 1.16 (There has been a slow recovery in the
debtors due to the slow-down of the economy. However, all Debtors are good and would
pay during the FY 2020-21)

The Company during the year FY 2019-20 has become a debt free company hence the
reduction in the finance cost

32
Indian Accounting Standards (IND AS)
Your Company has adopted Indian Accounting Standards (“Ind AS ”) from the accounting
periods beginning April, 2017 pursuant to Ministry of Corporate Affairs Notification dated
16th February, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015.

Opportunities & Threats

Opportunities:
Growth in chemical industry is seen due to shift in production and consumption
towards Asian and Southeast Asian countries in all sectors leading to increase in
demand for chemicals and petrochemicals. There is opportunity to produce more than 100
Billion worth of chemical products by 2023 for domestic requirements. Another factor
that is boosting chemical industry is shift in consumer preferences towards a healthier
lifestyle and environment-friendly products.

Threats:
One of the key issues facing the chemical industry is sustainability. From being an economic
and an environmental issue, it has also acquired strong socio-political overtones, which
already have a deep impact on the industry, and this impact will only deepen in the coming
years. The main issues the industry will have to address actively in the next two decades are
related to water, environmental impact, raw materials, and energy use in the Indian chemical
industry.

Outlook
The management is quite confident that the market and business would be positive in the
coming financial year. India’s existing good business relations with foreign countries and
efforts for developing relations with the few other foreign countries would prove beneficial in
the interest of various industries including chemical industry. The government recognizes the
Chemical Industry as a key growth element of the Indian Economy, thus giving boost to the
chemical sector.

The Company is open for new opportunities and may grow sizably in the coming future.

Risk and Concerns

As like any other business, the company is prone to various risks and concerns including but
not limited to fluctuating foreign exchange, increase in operational cost, etc. The Company
evaluates and monitors all risks associated with various areas of operations such as
procurement, sales, marketing, inventory management, debtor’s management, operational
management, insurance, supply chain management, legal and other issues having a material
impact on the financial health of the company on a regular basis with a view to mitigate the
adverse impact of the risk factors.

Internal Control Systems

The Company has an adequate internal control system in place which is commensurate with
its size and nature of its business, which is periodically evaluated by the management. The
internal control system ensures that all the assets of the company are safeguarded from loss,
damage or unauthorized disposition. Checks and controls are in place to ensure that
transactions are adequately authorised and recorded and reported correctly to the concerned
personnel.

33
Human Resource Management
Your company recognizes the importance of building a strong human capital for the futuristic
world. Flexible HR policies reflecting our organization value of ‘Trust’ and work-life balance
have been continuously devised. Learning Opportunities & employee engagements have been
consistently rendered and HR policies are re-tuned to changing needs of our business.

The Company provides suitable environment for development of leadership skills which
enables it to recruit and retain quality professionals in all fields. The employer- employee
relationships are cordial and mutually supporting at all levels.

Cautionary Statement
Certain statements in the Management Discussion and Analysis Report may be forward-
looking statements within the meaning of applicable laws and regulations. Actual results may
differ from those expected, expressed or implied.

For and on Behalf of the Board

Sd/-
Place: Mumbai Nitinkumar Didwania
Date: 31st July, 2020 Chairman
DIN: 00210289

34
Annexure VI

Details pertaining to Remuneration as required under Section 197(12) of The

Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014

i) The ratio of the remuneration of each Director to the median remuneration of the
employees of the Company for the financial year ended 31st March, 2020 and
percentage increase in remuneration of each Director, Chief Financial Officer,
Company Secretary in the financial year 2019-2020:
Name of Ratio of remuneration to % Increase/Decrease in
Directors/KMP median remuneration of remuneration in the
Employees financial year
Key Managerial Personnel
Mr. Rajaram Shanbhag 32.94 11.54
Mr. Prasad A Oak 9.99 15.79
Mr. Praveen Bhatnagar was appointed as a whole-time Director of the Company draws salary from wholly-
owned subsidiary, Veritas Polychem Private Limited

ii) The median remuneration of employees of the company during the financial year was
Rs. 2,64,120/-
iii) In the financial year, there was a decrease in 26.63% in the median remuneration of
employees.
iv) There were 18 permanent employees on the rolls of the Company as on 31st March,
2020.
v) Relationship between average increase/decrease in remuneration and Company
performance:
The Profit After tax decreased by 12% for the Financial Year 2019-2020 whereas
there was decrease by 26.63% in median remuneration.
vi) Average percentage decrease in the salaries of employees’ other than the Managerial
Personnel in the financial year 2019-2020 was 19.96%
vii) The Key parameters for any variable component of remuneration availed by the
Directors: No variable components of remuneration availed by any Director.
Remuneration of Independent Directors covers sitting fees.
viii) It is hereby affirmed that the remuneration paid is as per the remuneration policy of
the Company.
For and on Behalf of the Board of Directors

Sd/-
Place: Mumbai Nitinkumar Didwania
Date: 31st July, 2020 Chairman
DIN:00210289

35
REPORT ON CORPORATE GOVERNANCE

1. COMPANY PHILOSOPHY ON CORPORATE GOVERNANCE

Corporate governance is the combination of rules, processes or laws by which businesses are
operated, regulated and controlled. Corporate governance essentially involves balancing the
interests of a company's stakeholders, such as shareholders, management, customers,
suppliers, financiers, government and the community.

Corporate governance also provides the framework for attaining a company's objectives, it
encompasses practically every sphere of management, from action plans and internal controls
to performance measurement and corporate disclosure. It refers to the way a company
governs.

Your company has always practices corporate governance of high standard and follows a
corporate culture i.e. built on core values and professional which over the past many years of
the company’s operations has become part of its culture and practice.

A Report on compliance with the Corporate Governance provisions as prescribed under the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is given below:

2. BOARD OF DIRECTORS
At Veritas, we believe that an active, well-informed and independent board is necessary for
ensuring the highest standards of Corporate Governance. The Board of Directors being at its
core of Corporate Governance practice, plays the most pivotal role in overseeing how the
management works and protects the long-term interests of all the Stakeholders. Veritas Board
consist of an optimum combination of Executive and Independent Directors who are
renowned professionals drawn from diverse fields, possess the requisite qualifications and
experience in general corporate management, finance, banking, insurance, economics and
other allied fields which enable them to contribute effectively to your Company and enhance
the quality of Board’s decision-making process.

2.1 Composition of the Board

The size and composition of the Board is in conformity with Regulation 17 of the SEBI
Listing Regulations and Section 149 of the Companies Act, 2013 (“Act”). As on date of this
Report, the Board consists of six Directors comprising two Non-Executive Director, three
Independent Directors and one Executive Director. None of the Director is a Director in more
than 10 (ten) public companies as specified in Section 165 of the Act or acts as an
Independent Director in more than 7 listed companies or 3 listed companies in case he/she
serves as a Whole-Time Director in any listed company as specified in Regulation 25 of the
Listing Regulation as on 31st March, 2020. Further, none of the Directors of the Company is a
Member of more than 10 (ten) Committees and Chairman of more than 5 (five) Committees
(Committees being, Audit Committee and

Stakeholders’ Relationship Committee) across all the companies in which he/ she is Director.
None of the Directors of your Company are inter-se related to each other and the Company
has not issued any non-convertible instruments.

36
The Board comprises of members with diversified skills. The core competencies include the
expertise in finance and chemical industry.

The details of each member of the Board along with the number of
Directorship(s)/Committee Membership(s)/Chairmanship(s) held by them are provided herein
below:

Name of Category Number of Whether Number of Number of Committee

Directors Board attended last Directorsh positions held in other
Meetings AGM held on ips in companies
during the 27th other
year 2019-20 September companies
2019 Member Chairman
Atten
Hel ship+ ship+
ded
d
Non-
Mr. Nitinkumar Executive
Didwania (Promoter 4* 1 1
4 4 Present
Group)
Mr. Praveen Whole-Time
4 Present 0 1 0
Bhatnagar Director 3
Ms. Kamala Independent
Aithal Director 4 2 Absent 1* 1 0
***Ms. Purvi Independent
3 Absent 1 1 0
Matani Director 3
***Mr. Vijay Independent
3 Absent 1 1 0
Shah Director 3
Non-
**Mr. Saurabh
Executive 2 2 Absent - - -
Sanghvi
Director
Non-
**Ms. Alpa
Executive 2 2 Absent - - -
Parekh
Director

+ Committees considered are Audit Committee and Stakeholders Relationship Committee,

including that of your Company. Committee Membership(s) and Chairmanship(s) are
counted separately.

None of the Directors holds directorship in other listed entities.

* Other directorships do not include directorships of private limited companies, foreign

companies and companies registered under Section 8 of the Act.
.

** Mr. Saurabh Sanghvi resigned from the position of Directorship of the Company with
effect from 30th September, 2019.

37
**Ms. Alpa Parekh, an Independent Director of the Company resigned w.e.f. 11th April, 2019
and resigned from Directorship of the Company w.e.f. 14th August, 2019.

***Mr. Vijay S hah and Ms. Purvi Matani are appointed as Independent Directors of the
Company w.e.f. 14th August, 2019.

2.2 BOARD PROCEDURE:

During the year under review, Board met 4 (four) times on 30th May, 2019, 14th August,
2019, 14th November, 2019 and 12th February, 2020. The Board meets at least once in every
quarter to review the Company’s operations and the maximum time gap between any two
meetings is not more than 120 days.

A detailed Agenda, setting out the business to be transacted at the Meeting(s), supported by
detailed notes is sent to each Director at least seven days before the date of the Board
Meeting(s) and of the Committee Meeting(s). Adequate information is circulated as a part of
the Board Papers and is also available at the Board Meeting to enable the Board to take
decisions. As required under Regulation 17(3) of Listing Regulations, the Board periodically
reviews compliances of various laws applicable to the Company. The Directors are also
provided the facility of video conferencing or other Audio-Visual mode to enable them to
participate effectively in the Meeting(s) as and when required except in respect of such
Meetings/ Items which are not permitted to be transacted through video conferencing.

Detailed presentations are made at the Board / Committee meetings covering operations of
the Company, business performance, finance, sales, marketing, global business environment
and related issues. All necessary information including but not limited to those mentioned in
Part A of Schedule II to the Listing Regulations, are placed before the Board of Directors.
The Members of the Board are at liberty to bring up any matter for discussions at the Board
Meetings and the functioning is democratic. The Company has a well-established process in
place for reporting compliance status of various laws applicable to the Company.

2.3 NUMBER OF BOARD MEETINGS, ATTENDANCE OF THE DIRECTORS AT

MEETINGS OF THE BOARD AND AT THE ANNUAL GENERAL MEETING

During the year 1st April, 2019 to 31st March, 2020, four board meetings were held on the
following dates – 30th May, 2019, 14th August, 2019, 14th November, 2019 and 12th February,
2020.

The Board met at least once in every Calendar Quarter and the gap between two Meetings did
not exceed one hundred and twenty days. These Meetings were well attended.

The 34th AGM of your Company was held on 27th September, 2019.

The attendance of the Directors at these Meetings are already mentioned in point 2.1

*Ms. Alpa Parekh resigned from directorship of the company w.e.f. 14th August, 2019 and
Mr. Saurabh Sanghvi resigned from the directorship of the company w.e.f. 30th September,
2019.

38
3. MEETING OF INDEPENDENT DIRECTORS

During the year under review, a meeting of Independent Directors was held on 12th February,
2020 without the presence of the Chairman, Whole-time Director, inter alia, to discuss on the
following matters:
• To review of performance of Non-Independent Directors and the Board as a whole
• Review the performance of the Chairman of the Company
• Assess the quality, quantity and timeliness of flow of information between the
Company’s Management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.

In addition to these formal meetings, interactions outside the Board meetings also take place
between the Chairman and Independent Directors.

DECLARATION RECEIVED FROM INDEPENDENT DIRECTOR ON ANNUAL

BASIS:

All Independent Directors have confirmed that they meet the “Independence criteria” as
mentioned under Regulation 16(1)(b) of the SEBI Listing Regulation and Section 149 of the
Act.

4. DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT

Mr. Nitinkumar Didwania, Director is liable to retire by rotation and being eligible for re-
appointment at the forthcoming Annual General Meeting and has offered himself for re-
appointment.

The Brief resume and other information required to be disclosed under this section is
provided in the Notice convening 35th Annual General Meeting.

Ms. Purvi Matani and Mr. Vijay Shah, are appointed as an Independent Directors of the
Company with effect from 14th August, 2019.

5. CODE OF CONDUCT
Your Company has adopted a Code of Conduct (“The Code”) for all the Board Members
Senior Management Personnel of the Company in accordance with the requirement under
Regulation 17 of the Listing Regulations. The Code has been posted on the Company-’s
website http://www.veritasindia.net/investor_downloads.asp. All the Board Members and
Senior Management Personnel have affirmed compliance with the said Code of Conduct for
the financial year 2019-20. A declaration to this effect signed by the Chairman to this effect
forms part of this Report.

The Board has also adopted a separate Code of Conduct for Independent Directors which is a
guide to professional conduct for Independent Directors pursuant to the provisions of Section
149(8) of Companies Act, 2013.

6. BOARD EVALUATION
In terms of applicable provisions of the Companies Act, 2013 read with Rules framed there
under and Part D of Schedule II of the Listing Regulations and on the recommendation of the
Nomination and Remuneration Committee, the Board of Directors has put in place a process
to formally evaluate the effectiveness of the Board, its Committees along with performance

39
evaluation of each Director to be carried out on an annual basis. Accordingly, the annual
performance evaluation of the Board, its Committees and each Director was carried out for
the financial year 2019-20.

Feedback was sought by way of a structured questionnaire prepared to evaluate the

performance of the Board as a whole and individual performance of each Director covering
various aspects of the Board’s functioning such as Board effectiveness, understanding of the
role and responsibilities, understanding of the business and competitive environment,
effectiveness of the contributions made during the Board meetings, adequacy of the
composition of the Board and its Committees, Board culture, execution and performance of
specific duties, obligations and governance and the evaluation was carried out based on
responses received from the Directors.

The Chairman of the Nomination and Remuneration Committee plays a vital role in
undertaking the evaluation of performance for the Board and the Directors. The Nomination
and Remuneration Committee discussed on the evaluation mechanism, outcome and the
feedback received from the Directors. The Independent Directors at their meeting also
discussed the performance of the Non-Executive/Promoter Director, the Chairman of the
Board.

The overall outcome of this exercise to evaluate effectiveness of the Board and its
Committees for the financial year 2019-20 was discussed by the Nomination and
Remuneration Committee and the result was positive and members expressed their
satisfaction.

7. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Your Company has in place a structured induction and Familiarization Program for all its
Directors including the Independent Directors. Your Company through such familiarizes not
only the Independent Directors but also any new appointee on the Board with a brief
background of your Company, their roles, rights, responsibilities, nature of the industry in
which it operates, business model operations, presentations on Internal Controls Over
Financial Reporting, framework for Related Party Transactions, ongoing events, etc. They all
are updated on business related issues and new initiatives. They are also informed of the
important policies of your Company including the Code of Conduct for Directors and Senior
Management Personnel and the Code of Conduct for Prevention of Insider Trading.

Pursuant to Regulation 46 of the Listing Regulations, brief details as required are available on
the Company’s website and can be accessed at the web link:
http://www.veritasindia.net/investor_downloads.asp

8. COMMITTEES OF THE BOARD

The Board Committees play a crucial role in the governance structure of the Company and
have been constituted to deal with specific areas / activities which concern the Company and
need a closer review. The Board Committees are set up under the formal approval of the
Board to carry out clearly defined roles which are considered to be performed by members of
the Board, as a part of good governance practice. The Board supervises the execution of its
responsibilities by the Committees and is responsible for their action. The Chairman of the
respective Committee informs the Board about the summary of the discussions held in the
Committee Meetings. The minutes of the meetings of all Committees are placed before the

40
Board for review. The Board Committees can request special invitees to join the meeting, as
may be required.

The Board has currently established the following statutory and non-statutory Committees.

AUDIT COMMITTEE
The composition of Audit Committee is in alignment with the provisions of Section 177 of
the Companies Act, 2013 and Regulation 18 of Listing Regulations. All the members of the
Audit Committee have accounting and financial management expertise. All the members of
the Committee are Non- Executive Directors and two-thirds of them are Independent
Directors.

Ms. Kamala Aithal is the Chairperson of Audit Committee

The Company Secretary acts as the Secretary to the Audit Committee.

The Committee met 4 (four) times during the year under review. The Committee meetings
were held on 30th May, 2019, 14th August, 2019, 14th November, 2019 and 12th February,
2020. The gap between two Meetings did not exceed one hundred and twenty days.

The attendance at the meetings was as under:

Name of the Director Number of meetings during the Financial Year
2019-2020
Held Attended
Ms. Alpa Parekh* 2 2
Mr. Vijay Shah** 3 3
Ms. PurviMatani** 3 3
Ms. Kamala Aithal 4 3
Praveen Bhatnagar 4 2

**Mr. Vijay Shah and Ms. Purvi Matani, were appointed as an Independent Directors of
the Company and members of Audit Committee on 14th August, 2019.

The terms of reference of Audit Committee is in line with the regulatory requirements
mandated under Section 177 of the Companies Act, 2013 and Part C of Schedule II of the
Listing Regulations. The Committee acts as a link between the Statutory/Internal Auditors
and the Board of Directors of the Company. It is authorized to, inter alia, review and monitor
the Auditor’s independence and performance, effectiveness of audit process, oversight of the
Company’s financial reporting process and the disclosure of its financial information, review
with the management, the quarterly and annual financial statements and auditor’s report
before submission to the Board for approval, select and establish accounting policies, review
Reports of the Statutory and the Internal Auditors and meet with them to discuss their
findings, suggestions and other related matters, approve (wherever necessary) transactions of
the Company with related parties including subsequent modifications thereof, grant omnibus
approvals for related party transactions subject to fulfillment of certain conditions, scrutinize
inter-corporate loans and investments, valuation of undertakings or assets of the Company,
review the risk assessment and minimization procedures, evaluate internal financial controls
and risk management systems, monitor end use of the funds raised through public offers and
related matters, etc.

41
The Audit Committee has been granted powers as prescribed under Regulation 18(2) (c) of
the Listing Regulations and reviews all the information as prescribed in Part C of Schedule II
of the Listing Regulations. The Committee also reviews on quarterly basis the Report on
compliance under Code of Conduct for Prevention of Insider Trading adopted by the
Company pursuant to Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015. Further, Compliance Reports under Whistleblower Policy are
also placed before the Committee.

NOMINATION AND REMUNERATION COMMITTEE:

The composition of Nomination and Remuneration Committee has been constituted as per the
provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing
Regulations, 2015.

Meeting and attendance:

The Committee meeting was held on 14th August, 2019.

Name of the Director Number of meetings during the Financial Year 2019-20
Held Attended
Ms. Kamala Aithal 1 1
Ms. Purvi Matani* 1 1
Mr. Nitinkumar Didwania 1 1
As per section 178 (7) of the Act and Secretarial Standards, the Chairman of the Committee
or, in his absence, any other Member of the Committee authorized by him/her in this behalf
shall attend the General Meetings of the Company.

*Purvi Matani appointed as an Independent Directors of the Company w.e.f. 14th August,
2019.

The Company Secretary acts as the Secretary to the Nomination and Remuneration
Committee.

The terms of reference of this Committee are in line with the regulatory requirements
mandated in the Act and Part D of Schedule II of the Listing Regulations. The brief terms of
references of Nomination and Remuneration Committee are as under:
• Formulation of the criteria for determining qualifications, positive attributes and
independence of a Director and recommended to the Board a Policy relating to the
remuneration for the Directors, Key Managerial Personnel and other Employees.
• Formulation of criteria for evaluation of Independent Directors and the Board.
• Devising a policy on Board diversity
• Identifying persons who are qualified to become Directors and who may be appointed in
Senior Management in accordance with the criteria laid down, recommending to the
Board their appointment and removal and carrying out evaluation of every Director’s
performance.
• Carry out the evaluation of every director’s performance and formulate criteria for
evaluation of Independent Directors, Board/Committees of Board and review the term of
appointment of Independent Directors on the basis of the report of performance
evaluation of Independent Directors.

42
• To recommend / review remuneration of the Whole-time Director(s)/ Executive
Director(s) based on their performance and defined assessment criteria.
• To carry out any other function as is mandated by the Board from time to time and / or
enforced by any statutory notification, amendment or modification, as may be applicable.

REMUNERATION TO DIRECTORS:
A. Remuneration Policy
The remuneration policy of the Company is directed towards rewarding performance, based
on review of achievements on a periodic basis. The Company endeavors to attract, retain,
develop and motivate the high-caliber executives and to incentivize them to develop and
implement the Group’s Strategy, thereby enhancing the business value and maintain a high-
performance workforce. The policy ensures that the level and composition of remuneration of
the Directors is optimum.

Remuneration to Non-Executive Directors / Independent Directors:

The details of sitting fees paid to Independent Directors during the financial year 2019-20 is
as under:

Name of Director Sitting Fees paid for the Board

and Committee Meetings
Ms. Kamala Aithal 16,000
Mr. Vijay Shah 24,000
Ms. Purvi Matani 24,000

Remuneration to Executive Director/Whole-Time Director:

Remuneration of the Whole-time Director consists of the fixed component and a variable
performance incentive. The Nomination and Remuneration Committee makes periodical
appraisal of the performance of the Whole-time Director based on a detailed performance
evaluation, and recommends the compensation payable to them, within the parameters
approved by the shareholders, to the Board for their approval.

During the financial year 2019-20, remuneration paid to the Whole-time Director was as
under:
Mr. Praveen Bhatnagar, Whole-Time Director draws salary from wholly-owned subsidiary of
the Company, Veritas Polychem Private Limited Rs. 48,00,000/- p.a.

The Company has no Employee Stock Options Scheme in force at present.

Shareholding of Non-Executive Directors

Name of Directors No. of Equity Shares
Mr. Nitinkumar Didwania 92,50,000
Non-Executive, Promoter Director

STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition of the Stakeholders Relationship Committee is in compliance with
Regulation 20 of the Listing Regulation. The Committee functions under the Chairmanship of
Mr. Nitinkumar Didwania, Non-Executive, Non-Independent Director. Mr. Praveen
Bhatnagar, Whole-Time Director and Ms. Purvi Matani, Independent Director are the other
members of the Committee.

43
Meeting and attendance:
There was one meeting conducted during the year under review on 14th November, 2019

As per Secretarial Standards, the Chairman of the Committee or, in his absence, any other
Member of the Committee authorized by him in this behalf shall attend the General Meetings
of the Company. The Chairman of the Committee, Mr. Nitinkumar Didwania was present at
the 34th Annual General Meeting of the Company held on 27thSeptember, 2019.

The role and terms of reference of the Committee covers the areas as contemplated under
Regulation 20 read with Part D of Schedule II of the Listing Regulations besides the other
terms as referred by the Board of Directors. The Committee meets, as and when required, to
inter alia, deal with matters relating to transfer/transmission of shares, request for issue of
duplicate share certificates and monitor redressal of the grievances of the security holders of
the Company relating to transfers, non-receipt of Annual Report, non-receipt of dividends
declared, etc. The Committee is also authorised to approve request for transmission of shares
and issue of duplicate share certificates.

During the year under review, the complaints received from the shareholders were resolved
and are regularly reported to Bombay Stock Exchange as per Regulation 13 of SEBI (LODR)
Regulations, 2015

CORPORATE SOCIAL RESPOSIBILITY COMMITTEE:

The Company has constituted a Corporate Social Responsibility Committee pursuant to the
provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate
Social Responsibility) Rules, 2014 Mr. Nitinkumar Didwania, Non-executive, Non-
independent Director, Mr. Praveen Bhatnagar, Whole-Time Director and Ms. Purvi Matani,
Independent Director are the members of the Committee.

The Committee meeting was held on 14th November, 2019.

Name of the Director Number of meetings during the Financial Year 2019-20
Held Attended
Mr. Nitinkumar Didwania 1 1
Mr. Praveen Bhatnagar 1 1
Ms. Purvi Matani 1 1
The role of this Committee also includes recommendation of the amount of expenditure to be
incurred on the CSR activities as enumerated in Schedule VII of the Act and also referred to
in the CSR Policy of the Company, as also to monitor the implementation of framework CSR
Policy, etc.

9. SUBSIDARY COMPANIES
Regulation 16 of the Listing Regulations defines a “material subsidiary” to mean a
subsidiary, whose income or net worth exceeds twenty percent of the consolidated income or
net worth respectively, of the listed entity and its subsidiaries in the immediately preceding
accounting year. Under this definition, the Company has unlisted material subsidiary, Veritas
Agro Ventures Private Limited and Veritas Polychem Private Limited, incorporated in India
and are required to nominate an Independent Director of the Company on the Board.

44
The Company has formulated a policy for determining its ‘Material’ Subsidiaries and the
same is available on the website of the Company and can be accessed through web-
link: http://www.veritasindia.net/investor_downloads.asp

The Company monitor the performance of its subsidiary company’s inter-alia, by

the following means:

• The Audit Committee reviews the financial statements of the subsidiary companies, along
with the investments made by them, on a quarterly basis.
• The Board of Directors reviews the Board Meetings minutes and statement of all
significant transactions and arrangements, if any, of the subsidiaries’ companies on a
quarterly basis.

10. DISCLOSURES
A. Policy for determining ‘material’ subsidiaries
Your Company has formulated a Policy for Determining ‘Material’ Subsidiaries as defined in
Regulation 16 of the Listing Regulations. This Policy has also been posted on the website of
the Company and can be accessed through web link:
http://www.veritasindia.net/investor_downloads.asp

B. Policy on Materiality of and Dealing with Related Party Transactions

Your Company has formulated a Policy on Materiality of and Dealing with Related Party
Transactions in accordance with relevant provisions of Companies Act, 2013 and Listing
Regulation which specify the manner of entering into related party transactions. This Policy
has also been posted on the website of the Company and can be accessed through web link:
http://www.veritasindia.net/investor_downloads.asp. All the related party transactions are
approved by the Audit Committee prior to entering into the transaction.

During the financial year 2019-20, the approval of shareholders was taken for related party
transactions exceeding the limits as per Companies Act, 2013 in the annual general meeting
held on 27th September, 2019 of the Company.
Further, there were no material significant Related Party Transactions and pecuniary
transactions that may have potential conflict of interest. The details of Related Party
Transactions are disclosed in financial section of this Annual Report.

C. Whistleblower Policy
Your Company has established a Vigil Mechanism/ Whistle Blower Policy to enable
stakeholders (including Directors and employees) to report unethical behavior, actual or
suspected fraud or violation of the Company’s Code of Conduct. The Policy provides
adequate safeguards against victimization of Director(s)/ employee(s) and direct access to the
Chairman of the Audit Committee in exceptional cases. Your Company hereby affirms that
no Director/ employee have been denied access to the Chairman and that no complaints were
received during the year.

The Whistle Blower Policy is available on the website of the Company and can be accessed
at the web link http://www.veritasindia.net/investor_downloads.asp and circulated to all the
Directors/employees.

45
D. Reconciliation of Share Capital Audit
Pursuant to Regulation 55A of the Listing Regulations with the stock exchanges, the
Company has engaged a qualified practising Company Secretary to carry out a share capital
audit to reconcile the total admitted equity share capital with the National Securities
Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL)
and the total issued and listed equity share capital. The audit report confirms that the total
issued/paid-up capital is in agreement with the total number of shares in physical form and
the total number of dematerialised shares held with NSDL and CDSL. The Company files
copy of this certificate with the Stock Exchange as required.

E. Disclosure of accounting treatment in preparation of financial statements

The Company has adopted and prepared the financial statements of the Company in
accordance with Indian Accounting Standards (IND AS) and comply with the Accounting
Standards specified under Section 133 of the Act and Companies (Indian Accounting
Standards) Rules, 2015.

F. Code for Prevention of Insider Trading Practices

The Company has instituted a comprehensive Code of Conduct for Prevention of Insider
Trading and the ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information’ in compliance with the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015 (“the Regulations”) which came into force
from 15th January, 2015. All Directors, Designated Employees who could have access to the
Unpublished Price Sensitive Information of the Company are governed by the Code. Veritas
Code of Conduct has been formulated to regulate monitor and ensure that the reporting of
trading by the Employees and Connected persons are in accordance with the procedures as
laid down in the guidelines and caution them of the consequence of violations.

G. Disclosures with respect to Demat suspense account/ unclaimed suspense account

The Company does not have any shares in the Demat suspense account/unclaimed suspense
account.

H. Details of Non-Compliances:
Your Company has generally complied with all the requirements of regulatory authorities.
There has been no instance of non-compliance by the Company on any matter related to
capital markets.
During the financial year ended 31st March, 2020, company paid penalty under regulation
17(1) and 18(1) of SEBI (LODR) Regulations, 2015 of Rs. 6,92,660/- (Six Lakhs Ninety-
Two Thousand Six Hundred and Sixty only)for delay in appointment of Independent Director
which was made good in due course. The Company could not identify suitable canditate
causing delay in appointment of Independent Directors.

I. Compliance with Mandatory requirements:

Your Company has complied with all the mandatory requirements of the Listing Regulations
relating to Corporate Governance.

J. Compliance with Non-mandatory requirements

i. The Board: The Non – Executive Chairman of your Company has been provided a
Chairman’s Office at the Registered Office of your Company.

46
ii. Audit Qualification: During the year under review, there is no audit qualification in your
Company’s standalone and consolidated financial statements. Your Company continues to
adopt best practices to ensure regime of unqualified financial statements.

K. There was no compliant received in relation to Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act, 2013.

L. The total fees for all services paid by the listed entity and its subsidiaries, on a
consolidated basis, to the statutory auditor is mentioned in the Note No. 26.1 of Notes to
consolidated financial statements for the year ended 31st March, 2020.

11. MEANS OF COMMUNICATION:

The Company recognizes the importance of two-way communication with shareholders and
of giving a balanced reporting of results and progress and responds to questions and issues
raised in a timely and consistent manner. Shareholders seeking information may contact the
Company directly throughout the year. They also have an opportunity to ask questions in
person at the Annual General Meeting. Some of the modes of communication are mentioned
below:

Quarterly: The quarterly, half-yearly and annual financial results of the Company are
normally published in one leading national (English) business newspaper and in one
vernacular (Marathi) newspaper viz. Mumbai edition of “The Free Press Journal” and
“Navshakti” newspaper.

Annual Report: Physical copy of the Annual Report is sent to all shareholders who have not
registered their email ids for the purpose of receiving the documents / communication from
the Company in electronic mode. Full version of the Annual Report is sent via email to all
shareholders who have provided their email ids and is also available at the Company`s
website at http://www.veritasindia.net/annual_reports.asp.

Website: In compliance with Regulation 46 of the Listing Regulations, the company’s

website contains a separate section under ‘Investors Information’ for use of shareholders. The
quarterly, half-yearly and annual financial results are promptly and prominently displayed on
the website. Annual Reports, Quarterly Corporate Governance Report, Shareholding Pattern
and other Corporate Communications made to the Stock Exchanges are also available on the
website. Annual Reports of subsidiaries companies are also posted on the website.

BSE has developed a web-based application called BSE Corporate Compliance and
Listing Centre for corporates. All the quarterly, half-yearly and yearly compliances are filed
electronically on BSE Listing Centre.

Exclusive email ID for investors:

The Company has designated the email id corp@veritasindia.net exclusively for
investor servicing, and the same is prominently displayed on the Company`s
website www.veritasindia.net.

47
12. Additional Shareholders Information

Company Registration Details

The Company is registered in Mumbai, Maharashtra. The Corporate Identification Number
(CIN) allotted by the Ministry of Corporate Affairs (MCA) is L23209MH1985PLC035702.

Annual General Meeting

Date: Wednesday, 30th September, 2020
Time: 11.00 a.m.
Annual General Meeting of the company will be held through Video Conferencing (VC) /
Other Audio-Visual Means (OAVM)

Financial year of the Company

Financial year cover the period from 1st April to 31st March of the next year. Tentative
Schedule for declaration of results during the financial year 2020-21

Results for the Quarter ending 30th June, 2020 Second week of August, 2020
Results for the Quarter ending 30th September, 2020 Second week of November, 2020
Results for the Quarter ending 31st December, 2020 Second week of February, 2021
Annual Results of 2019-2020 Second week of May, 2021 or
Audited Results by 30th May, 2021

Date of Book Closure and Dividend Payment Date

The book closure for Dividend will be from Thursday, 24th September, 2020 to Wednesday,
30th September, 2020 both days inclusive.

Listing of Equity Shares on the Stock Exchanges and Stock Code

Your Company’s Ordinary (Equity) Shares are listed on BSE Limited (BSE). The requisite
Annual listing fees for the financial year 2020-21 have been paid in full to the Stock
Exchange. The Company has paid custodial fees for the year 2020-21 to National Securities
Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) on the
basis of number of folios of shareholders for their shares held in the electronic form.

Name and Address of Exchange Type of Security / International

Scrip Code Securities
Identification Number

BSE Limited Ordinary (Equity) INE379J01029

Phiroze Jeejeebhoy Towers, Shares /
Dalal Street, Fort, Mumbai 400 001 512229

48
13. Stock Market Data

Equity Shares
Month
BSE Limited
High (Rs.) Low (Rs.)
April 2019 54.60 50.05
May 2019 53.20 49.00
June 2019 58.70 51.30
July 2019 59.50 51.95
August 2019 51.80 36.95
September 2019 36.25 29.90
October 2019 31.35 28.25
November 2019 33.25 28.00
December 2019 35.90 26.50
January 2020 29.15 27.00
February 2020 32.05 29.70
March 2020 32.65 26.95

14. Stock Performance

The performance of your Company’s shares may be compared with S&P BSE Sensitive
Index

Price Chart
50000 60
40000 50
30000 40
30
20000 20
10000 10 BSE
0 0 VIL

Months

15. Registrar and Transfer Agents

Universal Capital Securities Private Limited (formerly known as “Mondkar Computers
Private Limited”), are the Share Transfer Agents of the Company. The Contact details are
given below:
Universal Capital Securities Private Limited
Corporate Off:
21, Shakil Niwas,Opp. Satya Saibaba Temple,
Mahakali Caves Road,Andheri (E),
Mumbai- 400 093.

49
Change of address with effect from 1st September, 2020 is as follows:
C 101, 247 Park,
LBS Road, Vikhroli West,
Mumbai – 400083.

Tel Nos. 022- 28207203 / 05

Tele fax. 022- 28207207
Email: ravi@unisec.in/info@unisec.in

16. Share Transfer System

For administrative convenience and to facilitate speedy approvals, authority has been
delegated to the Share Transfer Agents (RTA) to approve share transfers up to specified
limits. Share transfers/ transmissions approved by the RTA and/or the authorized executives
are placed at the Board Meeting from time to time. Stakeholders Relationship Committee is
authorized to approve transfer of shares in the physical segment. The Committee has
delegated authority for approving transfer and transmission of shares and other related
matters to the executives of the Company. A summary of all the transfers/ transmissions etc.
so approved by the executives of the Company is placed at every CommitteeMeeting. Shares
sent for transfer in physical form are registered and returned within a period of fifteen days
from the date of receipt of the documents, provided the documents are valid and complete in
all respects. In case of shares in electronic form, the transfers are processed by NSDL / CDSL
through respective Depository Participants.

17. Shareholding as on 31st March, 2020:

17(a) Distribution of Shareholding as on 31st March, 2020

Number of Shares
(in terms of nominal Shareholders Shares
value)
From To Number % of Total Held % of Total
1 500 443 85.029 23249 0.087
501 1000 18 3.455 12705 0.047
1001 2000 18 3.455 28510 0.106
2001 3000 9 1.727 22493 0.084
3001 4000 6 1.152 20023 0.075
4001 5000 6 1.152 28051 0.105
5001 10,000 5 0.960 39565 0.148
10,000 And above 16 3.071 26635404 99.349
Total 521 100.000 2,68,10,000 100.000

50
17(b) Shareholding Pattern according to category of shareholders as on 31st March,
2020

Categories Number of Number of % of

shareholders Shares Holding
Promoter and Promoter Group 3 1,74,87,067 65.23
Foreign Venture Capital Investors 0 0 0
Foreign Portfolio Investors 1 26,00,000 9.70
NRIs / OCBs / Foreign Corporate 6 40,00,260 14.92
Bodies
Private Corporate Bodies 9 10,13,709 3.78
Indian Public 482 16,96,729 6.33
Others & HUF 20 12,235 0.04
Total 521 2,68,10,000 100

18. Dematerialization of Shares and Liquidity:

83.57% of the total equity share capital is held in dematerliased form with NSDL and CDSL
as on 31st March, 2020.

19. Address for Correspondence:

Shareholders can correspond with the Registrar and Share Transfer Agent at:

Universal Capital Securities Private Limited

21, Shakil Niwas, Opp. Satya Saibaba Temple,
Mahakali Caves Road, Andheri (E), Mumbai- 400 093.

Change of address with effect from 1st September, 2020 is as follows:

C 101, 247 Park,
LBS Road, Vikhroli West,
Mumbai – 400083.

Tel Nos. 022- 28207203/05

Tele fax. 022- 28207207
Email: ravi@unisec.in /info@unisec.in

for all matters relating to transfer/dematerialization of shares, payment of dividend and any
other query relating to Equity shares of your Company. Your Company has also designated
corp@veritasindia.net as an exclusive email ID for Investors for the purpose of
registering complaints and the same has been displayed on the Company’s website.

For all investor related matters, the Investor Relations Department can also be contacted at:

Investor Relations Department

Veritas (India Limited
Veritas House, 3rd Floor,
70, Mint Road, Fort, Mumbai – 400001.

51
Tel: +91 - 22 - 2275 5555 / 6184 0000
Fax: +91 - 22 - 2275 5556 / 6184 0001
E-mail: corp@veritasindia.net
Your Company can also be visited at its website: http://www.veritasindia.net

20. Outstanding GDRs/ADRs/ Warrants or any convertible instrument, conversion and

likely impact on equity: Nil

21. Commodity Price Risk/Foreign Exchange Risk and Hedging:

Your company continues to watch the market situation closely and continues to focus on
mitigating the inflationary impact on its business through suitable commodity price risk
measures, foreign exchange risks measures and other cost reduction measures.

22. Plant Locations

The Company being in the International Trade and Distribution business there are
no manufacturing units or plants of the company.

23. GENERAL BODY MEETINGS

The date, time and venue of the Annual General Meetings held during the preceding 3 years
and special resolution passed there are as follows:

Financial Date Venue Time Special Resolution

Year passed
2018-19 27-09- 20 Downtown Hall, 2nd Floor, 11.00 A.M. Approval of material
2019 Eros Theatre Building, related party
Churchgate, Mumbai 400 020 transactions

2017-18 28-09- 20 Downtown Hall, 2nd Floor, 11.45 A.M. NIL

2018 Eros Theatre Building,
Churchgate, Mumbai 400 020

2016-17 22-09- 20 Downtown Hall, 2nd Floor, 11.30 A.M. NIL

2017 Eros Theatre Building,
Churchgate, Mumbai 400 020

No Extra-Ordinary General Meeting was held during the financial year ended 31st
March, 2020. Further, no special resolution was proposed to be undertaken by postal ballot.

52
Declaration by the Chairman under the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

I hereby confirm that:

the Company has obtained from all the members of the Board and Senior Management
Personnel, affirmation(s) that they have complied with the Code of Conduct for Board
Members and Senior Management Personnel in respect of the financial year ended 31stMarch,
2020.

For and on Behalf of the Board of Directors

Sd/-
Place: Mumbai Nitinkumar Didwania
Date: 31st July, 2020 Chairman
DIN:00210289

53
Annexure VII

CERTIFICATE OF PRACTISING COMPANY SECRETARY ON COMPLIANCE

WITH THE CONDITIONS OF CORPORATE GOVERNANCE
[Under Regulation 34(3) read with Schedule V(E) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015]

To,
The Members
Veritas (India) Limited

We have examined the compliance of conditions of Corporate Governance by Veritas

(India) Limited (the Company), for the year ended on March 31, 2020, as stipulated in
regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C D and E of Schedule
V of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, of the said Company. We have obtained all the
information and explanations which to the best of our knowledge and belief were necessary
for the purpose of certification.

The compliance of the conditions of Corporate Governance is the responsibility of

Management. Our examination was limited to procedures and implementation thereof,
adopted by the Company for ensuring the compliance of the conditions of Corporate
Governance. It is neither an audit nor an expression of opinion on the financial statements of
the Company.

In our opinion and to the best of our information and according to the explanation given to us,
we certify that the Company has complied with the conditions of Corporate Governance as
stipulated in the applicable provisions of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 except the following
provisions:

1. Requirement pertaining to the composition of Board as specified in Regulation 17(1) of

the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was not
complied with;

2. Requirement of the constitution of Audit Committee as specified in Regulation 18 of the

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was not
complied with;

Further, the Company failed to file the Annual Report for the financial year 2018-19 with the
Stock Exchange within the time limit specified in Regulation 34(1) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. However, the penalty levied by
the Exchange for the respective non-compliance was later withdrawn and agreed to be
refunded by the Bombay Stock Exchange vide its email dated January 07, 2020.

54
The Company has made all the defaults good by complying with the above Regulations and has also
paid the penalty levied by the Stock Exchange.

We further state that such compliance is neither an assurance as to the future viability of the
Company nor the efficiency or effectiveness with which the management has conducted the affairs of
the Company.

For JMJA & Associates LLP,

Practising Company Secretaries

Sd/-
CS Mansi Damania
Designated Partner
FCS: 7447 | COP: 8120
UDIN: F007447B000550792

Date: August 04, 2020

Place: Mumbai

55
Annexure VIII

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015)

To,
The Members,
VERITAS (INDIA) LIMITED
Veritas House, 3rd Floor,
70, Mint Road, Fort
Mumbai 400001

We have examined the relevant registers, records, forms, returns and disclosures received from the
Directors of Veritas (India) Limited bearing CIN L23209MH1985PLC035702 and having
registered office at Veritas House, 3rd Floor, 70, Mint Road, Fort Mumbai 400001 (hereinafter
referred to as ‘the Company’), produced before us by the Company for the purpose of issuing this
Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the
Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015.
In our opinion and to the best of our information and according to the verifications (including
Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary
and explanations furnished to us by the Company & its officers, we hereby certify that none of the
Directors on the Board of the Company as stated below for the Financial Year ending on March 31,
2020 have been debarred or disqualified from being appointed or continuing as Directors of the
Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such
other Statutory Authority.
Sr. Name of Director DIN Date of appointment in
No. Company
1. Mr. Nitinkumar Dindayal 00210289 December 05, 2007
Didwania
2. Mr. Praveen Bhatnagar 01193544 June 12, 2018
3. Mr. Vijay Haridas Shah 03502649 August 14, 2019
4. Ms. Kamala Rahul Aithal 07832519 May 25, 2017
5. Ms. Purvi Samir Matani 08536917 August 14, 2019

Ensuring the eligibility for the appointment/ continuity of every Director on the Board is the
responsibility of the management of the Company. Our responsibility is to express an opinion on
these based on our verification. This certificate is neither an assurance as to the future viability of the
Company nor of the efficiency or effectiveness with which the management has conducted the affairs
of the Company.
For JMJA & Associates LLP,
Practising Company Secretaries

Sd/-
CS Mansi Damania
Designated Partner
FCS: 7447 | COP: 8120
UDIN: F007447B000595661

Place: Mumbai | Date: August 19, 2020

56
 CERTIFICATE OF CHIEF FINANCIAL OFFICER (CFO)

I have reviewed the financial statements and the cash flow statement for the year ended 31st March,
2020 and that to the best of my knowledge and belief, I state that:

(i) These statements do not contain any materially untrue statement or omit any material
fact or contain statements that may be misleading;

(ii)These statements together present a true and fair view of the Company’s affairs and are in
compliance with existing accounting standards, applicable laws and regulations.

I also certify that, based on our knowledge and the information provided to us, there are, to the best of
our knowledge and belief, no transactions entered into by the Company during the year, which are
fraudulent, illegal or violation of the Company’s code of conduct.

I am responsible for establishing and maintaining internal controls for financial reporting and that I
have evaluated the effectiveness of internal control systems of the Company pertaining to financial
reporting and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or
operation of such internal controls, if any, of which I am aware and the steps have been taken or
propose to be taken to rectify these deficiencies.

I further certify that we have indicated to the auditors and the Audit Committee:

That there have been no significant changes in internal control over financial reporting during the
year;

That there have been no significant changes in accounting policies during the year except which have
been disclosed in the notes to the financial statements; and

That there were no instances of significant fraud of which I have become aware and the involvement
therein, if any, of the management or an employee having a significant role in the company’s internal
control system over financial reporting.

Place: Mumbai
Date: 31st July, 2020 Sd/-
Rajaram Shanbhag
Chief Financial Officer

57
DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR
MANAGEMENT PERSONNEL WITH THE CODE OF CONDUCT UNDER REGULATION
17(5) SEBI (LISITNG OBLIGATIONS AND DISCLOSURE REQUIREMENTS),
REGULATIONS, 2015

This is to confirm that the Company has adopted a Code of Conduct (“COC”) for its employees
including the Chairman and Whole-time Directors. In addition, the Company has adopted the COC
for Non-Executive Directors as well as and the same is posted on the Company’s website.

I confirm that the Company has in respect of the financial year ended 31stMarch, 2020, received from
the senior management team of the Company and the Members of the Board a declaration of
compliance with the Code of Conduct as applicable to them.

For the purpose of this declaration, Senior Management Team means the Members of the
Management one level below the Chairman and Director as on 31st March, 2020.

for Veritas (India) Limited

Sd/-
Place: Mumbai Nitinkumar Didwania
Date: 31st July, 2020 Chairman

58
 INDEPENDENT- AUDITORS’ REPORT

TO THE MEMBERS OF VERITAS INDIA LIMITED

Report on the Audit of the Standalone Ind AS Financial Statements

Opinion
We have audited the accompanying Standalone Indian Accounting Standard (“Ind AS”)
financial statements of Veritas India Limited (“the Company”), which comprise the Balance
Sheet as at March 31, 2020, the Statement of Profit and Loss (including Other Comprehensive
Income), the Statement of Changes in Equity and the Statement of Cash flows for the year
ended on that date, and notes to the financial statements, including a summary of the significant
accounting policies and other explanatory information (hereinafter referred to as “the
standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us,
the aforesaid standalone financial statements give the information required by the Companies
Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity
with the accounting principles generally accepted in India, of the state of affairs of the
Company as at March 31, 2020, its profit and other comprehensive income, changes in equity
and its cash flows for the year ended on that date.

Basis for Opinion

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

Emphasis of Matter
We draw attention to Note 41 to the standalone financial statements, which explains the fact
that the Company through its wholly-owned subsidiary, Veritas Polychem Private Limited has
initiated a setup of an integrated manufacturing complex at Dighi Port in the state of
Maharashtra. The project is presently financed by the Company and would be suitably finance
subsequently through appropriate means at appropriate time.

We draw attention to Note 1 to the standalone financial statements, which explains the
uncertainties and management’s assessment of the financial impact due to the lockdown and

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59
other restrictions imposed by the Government and condition related to the COVID-19
pandemic situation, for which definitive assessment of the impact would highly depend upon
circumstances as they evolve in the subsequent period.

Our opinion is not modified in respect of above matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the standalone financial statements of the current period. These
matters were addressed in the context of our audit of the standalone financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters. We do not have the matters to be the key audit matters to be communicated in our
report.

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

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

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

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the
Act with respect to the preparation of these standalone financial statements that give a true and
fair view of the financial position, financial performance, total comprehensive income, changes
in equity and cash flows of the Company in accordance with the Ind AS and other accounting
principles generally accepted in India. This responsibility also includes maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies; making judgments and estimates

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60
that are reasonable and prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the
standalone financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

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

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

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

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

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial
statements, whether due to fraud or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal financial controls relevant to the audit in order to
design audit procedures that are appropriate in the circumstances. Under section 143(3)(i)
of the Act, we are also responsible for expressing our opinion on whether the Company
has adequate internal financial controls system in place and the operating effectiveness of
such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s ability to

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61
 continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the standalone
financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Company to cease to continue as a
going concern.
• Evaluate the overall presentation, structure and content of the standalone financial
statements, including the disclosures, and whether the standalone financial statements
represent the underlying transactions and events in a manner that achieves fair
presentation.

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (‘the Order’), issued by the
Central Government of India in terms of section 143(11) of the Act, we give in the
Annexure I, a statement on the matters specified in paragraph 3 and 4 of the Order, to the
extent applicable.
2. As required by Section 143(3) of the Act, based on our audit, we report that:
a) We have sought and obtained all the information and explanations which to the best of
our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books and proper returns
adequate for the purposes of our audit have been received from branches not visited by
us.
c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive
Income), Statement of Changes in Equity and the Statement of Cash Flow dealt with
by this Report are in agreement with the relevant books of account.

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62
 d) In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid standalone financial statements comply with the Indian
Accounting Standard specified under section 133 of the Act, read with the relevant rules
thereunder.
e) On the basis of written representations received from the Directors as on March 31,
2020 and taken on record by the Board of Directors, in its meeting held on July 31,
2020, none of the directors is disqualified as on March 31, 2020, from being appointed
as a director in terms of Section 164 (2) of the Act;
f) With respect to the adequacy of the internal financial controls with reference to Ind AS
Financial Statements of the Company and the operating effectiveness of such controls,
refer to our separate report in “Annexure B”. Further, our report expresses an
unmodified opinion on the adequacy and operating effectiveness of the Company’s
internal financial controls with reference to the standalone financial statements;
g) As required by Section 197(16) of the Act, in our opinion and to the best of our
information and according to the explanations given to us, the remuneration paid by the
Company to its directors during the year is in accordance with the provisions of section
197 of the Act.
h) With respect to the other matters to be included in the Auditor’s Report in accordance
with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our
opinion and to the best of our information and according to the explanations given to
us:
i. The Company has disclosed the impact of pending litigations on its financial
position in its standalone financial statements - Refer Note No.30 to the standalone
Financial Statements.
ii. The Company did not have any long term contracts including derivative contracts
for which there were any material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the
Investor Education and Protection Fund by the Company.

For M.P. Chitale & Co.

Chartered Accountants
ICAI FRN.101851W

Sd/- :
Ashutosh Pednekar
Partner
ICAI Membership No. 041037
UDIN 20041037AAAACR8876

Place: Mumbai
Date: July 31, 2020

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63
 ANNEXURE ‘I’ TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory

Requirements’ section of our report of even date to the Members of Veritas India
Limited)

i. In respect of the Company’s fixed assets :

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

(b) The Property Plant and Equipment of the Company, are physically verified by the
Management in a phased program of three years cycle. In our opinion, the
programme is reasonable having regard to the size of the Company and the nature
of its assets. In our opinion and as per the information given by the management,
the discrepancies observed were not material and have been appropriately
accounted in the books of account.
(c) According to the information and explanations given to us and based on verification
of records, we report that the title deeds of immovable properties held as Property
Plant and Equipment, are held in the name of the Company.

ii) As explained to us, inventories have been physically verified by the management at
reasonably regular intervals during the year. The discrepancies noticed on physical
verification of inventory as compared to the book records were not material and have been
properly dealt with in the books of account.

iii) According to the information and explanations given to us, the Company has not
granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships
and other parties covered in the register maintained under Section 189 of the Companies
Act, 2013. Accordingly, paragraphs 3(iii) (a), (b) and (c) of the Order are not applicable.

iv) According to the information and explanations given to us and on the basis of
representation of the management which we have relied upon, the loans, investments,
guarantees and security given to subsidiaries is covered u/s 185 and 186 of the Companies
act 2013 is complied with.

v) According to the information and explanations given to us, the Company has not
accepted deposits from the public in terms of provisions of Sections 73 to 76 of the
Companies Act, 2013.

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64
 vi) Pursuant to the rules prescribed by the Central Government for the maintenance of
cost records under Section 148(1) of the Companies Act, 2013, company is not required
to maintain cost records.

vii) (a) According to the information and explanations given to us and on the basis of
our examination of the records of the Company, in our opinion, the Company is
generally regular in depositing undisputed statutory dues including provident fund,
employees’ state insurance, income-tax, goods and service tax, duty of customs, cess
and other material statutory dues, as applicable, with the appropriate authorities.

(b) As at the year-end, according to the records of the Company and information
and explanations given to us, there were no disputed statutory dues payable in
respect of income tax, goods and service tax and duty of customs except for the
cases listed out below:

Name of Nature of Amount Period to Forum Remarks,

Statute amount (Rs. In which where if any
disputed Lakhs) amount dispute is
relates pending
Sales Tax Sales Tax 877.78 AY 2013-14 DC
Act ,1956 APPEAL
Sales Tax Sales Tax 427.80 AY 2014-15 DC
Act ,1956 APPEAL
Sales Tax Sales Tax 13.30 AY 2011-12 DC
Act ,1956 APPEAL
Income Tax Income Tax 159.76 AY 2014-15 ITAT
Act, 1961 APPEAL
Income Tax Income Tax 0.66 AY 2009-10 ITAT
Act, 1961 APPEAL

viii) According to the records of the Company examined by us and the information and
explanations given to us, the Company has not defaulted in repayment of loans or
borrowing to banks, as at the balance sheet date. The Company has not issued
debentures nor borrowed any funds from financial institutions or Government.

ix) In our opinion and according to the information and explanations given to us, there are
no loans outstanding during the year or as at year end and no monies are raised by way
of initial public offer or further public offer (including debt instruments). As a result,
this clause is not applicable to the company.

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65
 x) According to the information and explanations given to us and on the basis of
representation of the management which we have relied upon, no fraud by the Company or
on the Company by its officers or employees has been noticed or reported during the year.

xi) According to the information and explanations given to us and on the basis of the
computation made for managerial remuneration, the same has been paid in accordance with
the requisite approvals mandated by provisions of Section 197 read with Schedule V to the
Act.

xii) Since the Company is not a nidhi company, this clause is not applicable to the Company.

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

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

(xv) The Company has not entered into any non-cash transactions with directors or persons
connected with the directors.

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

Place: Mumbai

For M.P. Chitale & Co.

Chartered Accountants
ICAI FRN.101851W

Ashutosh Pednekar :
Partner
ICAI Membership No. 041037
UDIN 20041037AAAACR8876

Date: July 31, 2020

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66
ANNEXURE II TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 3(g) under “Report on Other Legal and Regulatory

Requirements” of our report of even date)

Report on the Internal Financial Controls with reference to Financial Statements under
clause (i) of sub-section 3 of section 143 of the Companies Act, 2013 (“the Act”)

We have audited the Internal Financial Controls with reference to Financial Statements of
Veritas India Limited (‘the Company’) as of March 31, 2020 in conjunction with our audit
of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial
controls based on the internal financial control with reference to standalone financial
statements criteria established by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These
responsibilities include the design, implementation and maintenance of adequate internal
financial controls that were operating effectively for ensuring the orderly and efficient conduct
of its business, including adherence to company’s policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial information, as required under the Act

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls with
reference to financial statements based on our audit. We conducted our audit in accordance
with the Guidance Note and the Standards on Auditing, issued by ICAI and as prescribed under
section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal
financial controls. Those Standards and the Guidance Note require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether
adequate internal financial controls with reference to financial statements was established and
maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the
internal financial controls system with reference to financial statements and their operating
effectiveness. Our audit of internal financial controls with reference to standalone financial
statements included obtaining an understanding of internal financial controls with reference to
standalone financial statements, assessing the risk that a material weakness exists, and testing

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67
and evaluating the design and operating effectiveness of internal control based on the assessed
risk. The procedures selected depend on the auditor’s judgment, including the assessment of
the risks of material misstatement of the standalone financial statements, whether due to fraud
or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion on the Company’s internal financial controls with reference to
financial statements.

Meaning of Internal Financial Controls with reference to Financial Statements

A Company’s Internal Financial Controls with reference to Financial Statements is a process

designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of standalone Ind AS financial statements for external purposes in accordance
with generally accepted accounting principles. A company’s Internal Financial Control over
Financial Reporting includes those policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of standalone financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures
of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could
have a material effect on the standalone Ind AS Financial Statements.

Inherent Limitations of Internal Financial Controls with reference to Financial

Statements

Because of the inherent limitations of Internal Financial Controls with reference to Financial
Statements, including the possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may occur and not be detected. Also,
projections of any evaluation of the Internal Financial Controls with reference to Financial
Statements to future periods are subject to the risk that the Internal Financial Control with
reference to Financial Statements may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate Internal Financial
Controls with reference to Financial Statements and such Internal Financial Controls with
reference to Financial Statements were operating effectively as at March 31, 2020, based on
the criteria established by the Company considering the essential components of internal

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68
control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting issued by the Institute of Chartered Accountants of India.

Place: Mumbai
For M.P. Chitale & Co.
Chartered Accountants
ICAI FRN.101851W

Sd/-
Ashutosh Pednekar
Partner
ICAI Membership No. 041037
UDIN 20041037AAAACR8876

Date: July 31, 2020

Page 11 of 11

69
 VERITAS (INDIA) LIMITED
Balance Sheet as at 31st March 2020
CIN : L23209MH1985PLC035702
(Amount in Rs.)

As at As at
Notes
31 March 2020 31 March 2019

ASSETS
1 Non-Current Assets
(a) Property, Plant and Equipment 3 36,028,450 66,299,093
(b) Financial Assets
(i) - Investments 4 3,025,406,531 1,475,362,408
(c) Deferred tax assets (Net) 26 4,795,129 -
(d) Other Non Current Assets 5 7,568,723 6,898,628

Total Non Current Assets 3,073,798,833 1,548,560,129

2 Current Assets
(a) Inventories 6 1,611,659 1,207,122,306
(b) Financial Assets
(i) - Trade Receivables 7 1,822,204,819 590,272,203
(ii) - Cash and Cash Equivalents 8 8,814,838 211,997,169
(iii) - Loans 9 362,628,509 362,086,686
(c) Other Current Assets 10 2,521,685 4,892,047
Total Current Assets 2,197,781,509 2,376,370,411

Total Assets 5,271,580,345 3,924,930,541

EQUITY AND LIABILITIES

Equity
1 (a) Equity Share Capital 11 26,810,000 26,810,000
(b) Other Equity 12 1,703,264,416 1,628,036,078
Total Equity 1,730,074,416 1,654,846,078

Liabilities

2 Non-Current Liabilities
(a) Financial Liabilities
(i) - Other Financial Liabilities 13 61,243,058 78,038,750
(b) Deferred Tax Liabilities (Net) 26 - 10,174,118
(c) Provisions 14 1,057,468 859,468
Total Non Current Liabilities 62,300,526 89,072,336

3 Current Liabilities
(a) Financial Liabilities
(i) - Trade Payables 15 3,448,142,450 2,137,205,308
(ii) - Other Financial Liabilities 16 25,063,554 37,395,564
(b) Other current liabilities 17 192,896 911,079
(c) Provisions 18 76,563 63,926
(d) Current Tax Liabilities (Net) 19 5,729,940 5,436,252
Total Current Liabilties 3,479,205,403 2,181,012,128

Total Equity and Liabilties 5,271,580,345 3,924,930,541

The accompanying notes forms integral part of the Financial Statements 1& 2

As per our report of even date attached

For M.P.Chitale & Co. For and on behalf of the Board of Directors
Chartered Accountants
Firm Regd. No.: 101851W
SD/- SD/-
Nitin Kumar Didwania Praveen Bhatnagar
Director Director
SD/- DIN : 00210289 DIN : 01193544
Ashutosh Pednekar
Partner
Membership No.: 041037
SD/- SD/-
Place: Mumbai Rajaram Shanbhag Prasad Oak
Date: July 31, 2020 Chief Financial Officer Company Secretary

70
 VERITAS (INDIA) LIMITED
Statement of Profit and Loss Account for the Year Ended 31st March 2020
CIN : L23209MH1985PLC035702
(Amount in Rs.)
For the year ended For the year ended
Notes
31 March 2020 31 March 2019

I Revenue From Oprations 20 5,426,989,856 6,115,274,803

II Other Income 21 69,280,513 129,751,335

III Total Income (I+II) 5,496,270,370 6,245,026,139

IV Expenses
Purchase of Stock-in-Trade 4,064,404,954 7,066,492,890
Changes in Inventories of Stock-in-Trade 1,205,510,647 (1,059,738,265)
Emloyee Benefit Expenses 22 19,175,415 18,950,577
Depreciation and Amortisation Expenses 3 4,743,128 5,755,094
Finance Costs 23 3,409,673 30,601,483
Other Expenses 24 112,778,923 57,007,103

Total Expenses (IV) 5,410,022,740 6,119,068,883

V Profit/ (loss) before tax (III-IV) 86,247,629 125,957,256

VI Tax Expense :
a) Current tax 25 21,387,438 29,140,705
b) Deferred tax 26 (14,969,247) 159,739
c) Mat credit (7,451,075) -
c) Earlier Years 25 2,452,665 -

Total Tax Expense (VI) 1,419,780 29,300,444

VII Profit/ (loss) for the period (V-VI) 84,827,849 96,656,812

VIII Other Comprehensive Income

- Items that will not be reclassified to profit or loss (807,934) (614,367)
- Income tax relating to items that will not be reclassified to profit 230,777 142,136
or loss
Total Comprehensive Income for the period (VIII) (577,157) (472,231)

IX Total Comprehensive Income for the period ( VII+VIII) 84,250,692 96,184,581

X Earnings per equity share 28

a) Basic 3.16 3.61
b) Diluted 3.16 3.61
The accompanying notes forms integral part of the Financial Statements

As per our report of even date attached

For M.P.Chitale & Co. For and on behalf of the Board of Directors
Chartered Accountants
Firm Regd. No.: 101851W
SD/- SD/-
Nitin Kumar Didwania Praveen Bhatnagar
Director Director
SD/- DIN : 00210289 DIN : 01193544
Ashutosh Pednekar
Partner
Membership No.: 041037
SD/- SD/-
Place: Mumbai Rajaram Shanbhag Prasad Oak
Date: July 31, 2020 Chief Financial Officer Company Secretary

71
 VERITAS (INDIA) LIMITED
Statement of Cash Flows for the year ended 31st March, 2020
CIN : L23209MH1985PLC035702
(Amount in Rs.)
Particulars
For the year ended 31st March 2020 For the year ended 31st March 2019

A Cash Flow From Operating Activities

Profits before Tax 86,247,629 125,957,256

Adjustment For
Depreciation and Amortisation Expenses 4,743,128 5,755,094
Fair Value adjustment of gaurantee to subsidiaries (16,582,500) (21,948,143)
Interest Income (249,726) (18,897,367)
Interest & Finance Charges 3,409,673 30,601,483
Change in the Fair Valuation of Investments 1,416,485 (17,192)
Items that will not be reclassified to profit or loss (807,934) -
Loss on sale of Wind Mill 6,196,113 -
Dividend Received from Subsidiaries (21,622,013) (19,121,670)
(23,496,774) (23,627,794)

Operating Profit before working Capital Changes 62,750,855 102,329,462

Working Capital Changes

(Increase)/Decrease in Inventories 1,205,510,647 (1,059,738,265)
(Increase)/Decrease in Non current Other Financial Liabilities (16,795,692) -
(Increase)/Decrease in Non current Provision 198,000 -
(Increase)/Decrease in Trade Receivables (1,231,932,616) 496,033,092
(Increase)/Decrease in Short Term Loans and Advances (541,823) (98,708,678)
(Increase)/Decrease in Other Non Current Assets (1,170,896) -
(Increase)/Decrease in Other Current Assets 2,370,362 13,630,057
Increase/(Decrease) in Trade Payables 1,310,937,142 1,215,435,096
(Increase)/Decrease in Other Financial Liabilities (12,332,010) -
Increase/(Decrease) Other current liabilities (718,183) (4,781,699)
Increase/(Decrease) in Provision 12,637 (421,949)
(Increase)/Decrease in Working Capital 1,255,537,567 561,447,654

Cash Generated from Operating Activities 1,318,288,423 663,777,116

Tax Paid (23,045,614) (33,479,904)

(23,045,614) (33,479,904)

Cash Used (-)/(+) generated for operating activities ( A ) 1,295,242,809 630,297,212

B Cash Flow From Investing Activities

Addition of Fixed Assets (5,668,850) (67,374)
Sale of Fixed Assets 25,000,252
Purchase of Non-Current Investments (1,551,460,608) (518,946,667)
Commission From Wholly Owned Subsidiaries 16,582,500 21,948,143
Interest Income 249,726 18,897,367
Dividend Received from Subsidiaries 21,622,013 19,121,670

Net Cash Used in Investing Activities ( B ) (1,493,674,967) (459,046,862)

C Cash Flow From Financing Activities

(Repayment of)/Proceeds from Short Term Borrowings - (111,431,467)
Interest & Finance Charges (3,409,673) (30,601,483)
Dividend Paid (1,340,500) (1,340,500)

Net Cash Used in Financing Activities ( C ) (4,750,173) (143,373,450)

D Net Increase (+)/ Decrease (-) in cash and cash equivalent (203,182,331) 27,876,899
Cash equivalent ( A+B+C)

Cash and Cash Equivalent Opening Balance 211,997,169 184,120,270

Cash and Cash Equivalent Closing Balance 8,814,838 211,997,169

72
 VERITAS (INDIA) LIMITED
Statement of Cash Flows for the year ended 31st March, 2020
CIN : L23209MH1985PLC035702
(Amount in Rs.)
Particulars
For the year ended 31st March 2020 For the year ended 31st March 2019
Closing Balances represented by:
Cash and Bank Balances
Cash and Cash Equivalents
(i) Balances with Banks 6,510,811 4,379,385
(ii) Cash on Hand 71,681 64,553

Other Bank Balances

(i) Earmarked Balances with Banks 2,232,346 1,702,601
(ii) Against Margin Money for SLBC - 205,850,630
8,814,838 211,997,169

The accompanying notes forms integral part of the Financial Statements

As per our report of even date attached

For M.P.Chitale & Co. For and on behalf of the Board of Directors
Chartered Accountants
Firm Regd. No.: 101851W
SD/- SD/-
Nitin Kumar Didwania Praveen Bhatnagar
Director Director
SD/- DIN : 00210289 DIN : 01193544
Ashutosh Pednekar
Partner
Membership No.: 041037 SD/- SD/-
Rajaram Shanbhag Prasad Oak
Place: Mumbai Chief Financial Officer Company Secretary
Date: July 31, 2020

73
 VERITAS (INDIA) LIMITED
Statement of Changes in Equity as on 31st March, 2020
(Amount in Rs.)
A EQUITY SHARE CAPITAL

Particular March 31,2020 March 31,2019

Outstanding at the beginning of the year 26,810,000 26,810,000

Changes in Equity Share Capital during the
Financial Year - -
Outstanding at the end of the year 26,810,000 26,810,000

B. OTHER EQUITY

Other
Reserves and Surplus Comprehensive
Income
Particulars Total
Securities Other Item of other
Premium Retained Earnings Comprehensive
Reserve Income/ (loss)

AS ON 31 MARCH 2019
Balance at the beginning of the reporting
period i.e. 1st April, 2018 971,168,750 561,136,290 414,725 1,532,719,765
Profit for the year - 96,656,812 - 96,656,812
Other items (Acturial Gain/ (Loss)
- - - -
Dividends - (1,340,500) - (1,340,500)
Balance at the end of the reporting period i.e. 971,168,750 656,452,602 414,725 1,628,036,078
31st March, 2019

Other
Reserves and Surplus Comprehensive
Income

Particulars Total
Securities Other Item of other
Premium Retained Earnings Comprehensive
Reserve Income/ (loss)

AS ON 31 MARCH 2020
Balance at the beginning of the reporting 971,168,750 656,452,602 414,725 1,628,036,078
period i.e. 1st April, 2019
Profit for the year 84,827,849 84,827,849
Mat Credit (7,451,075) (7,451,075)
Other items (Acturial Gain/ (Loss) (807,934) (807,934)
Dividends (1,340,500) (1,340,500)
Balance at the end of the reporting period i.e. 971,168,750 732,488,875 (393,209) 1,703,264,416
31st March, 2020
The accompanying notes forms integral part of the Financial Statements

As per our report of even date attached

For M.P.Chitale & Co. For and on behalf of the Board of Directors
Chartered Accountants
Firm Regd. No.: 101851W
SD/- SD/-
Nitin Kumar Didwania Praveen Bhatnagar
Director Director
SD/- DIN : 00210289 DIN : 01193544
Ashutosh Pednekar
Partner
Membership No.: 041037
SD/- SD/-
Rajaram Shanbhag Prasad Oak
Place: Mumbai Chief Financial Officer Company Secretary
Date: July 31, 2020

74
 VERITAS (INDIA) LIMITED
Notes to Financial Statements for the year ended 31st March, 2020

1 Corporate Information
Veritas (India) Limited ("The Company") is a Listed Public entity incorporated in India. The company is in the business of
International Trade & Distribution of Polymers, Paper & Paper Boards, Rubber, Heavy Distillates, Chemicals, Development of
Software, etc. The Company is also engaged in generation of Wind Energy.

Note on Covid
In March 2020, the World Health Organization (WHO) declared COVID-19 as a global pandemic. The basic presumption
contained in the Financial Statements is that the Company will continue its operations for the foreseeable future and will be
able to realize its assets and discharge its liabilities in the normal course of its operations. The said presumption has been
made due to the fact that given the nature of its operations and the products handled the Company is expected to be able
to generate sufficient cash flows and access funds in the future. Although, the financial effect of the current crisis on the
global economy and overall business activities cannot be estimated with reasonable certainty at this stage, due to inability
to reliably predict the outcome of the pace at which the outbreak expands and the high level of uncertainties arising
therefrom, the management has considered all available information about the future, which was obtained after March 31,
2020, including the impact of the COVID-19 outbreak on customers, vendors and staff, as well as actual and projected
foreseeable impact from various factors. The management has concluded that there has been no significant impact on the
Company’s profitability position, fair value estimates and this COVID-19 event is not expected to have an immediate
material impact on the business operations. However, Management will continue to monitor the situation closely and will
assess the need for additional measures in case the period of disruption becomes prolonged.

2 Significant Accounting Policies

2.1 Compliance with Ind AS
The Company’s financial statements have been prepared in accordance with the provisions of the Companies Act, 2013 and
the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as
amended from time
these financial to time.include the balance sheet, the statement of profit and loss, the statement of changes in equity
statements
and the statement of cash flows and notes, comprising a summary of significant accounting policies and other explanatory
information–and comparative information in respect of the preceding period.

2.2 Basis of Accounting

The Company maintains its accounts on accrual basis following the historical cost convention except certain financial
instruments that are measured at fair values in accordance with Ind AS.

Fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the fair value
measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are
described as follows:

Level I inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that entity can access at
measurement date

Level II inputs are inputs, other than quoted prices included in Level 1, that are observable for the asset or liability, either
directly or indirectly; and

Level III inputs are unobservable inputs for the asset or liability

75
 VERITAS (INDIA) LIMITED
Notes to Financial Statements for the year ended 31st March, 2020

2.3 Presentation of financial statements

The financial statements are prepared and presented in the format prescribed in Division II – IND AS Schedule III (“Schedule
III”) to the Companies Act, 2013.

Disclosure requirements with respect to items in the financial statements, as prescribed in Schedule III to the Act, are
presented by way of notes forming part of accounts along with the other notes required to be disclosed under the notified
Indian Accounting Standards.

Amounts in the financial statements are presented in Indian Rupees in line with the requirements of Schedule III. Per share
data are presented in Indian Rupees.

a). Property, Plant and Equipment (PPE)

Property, Plant and Equipment are stated at cost, net of recoverable taxes, trade discount and rebates less
accumulated depreciation and impairment losses, if any. Such cost includes purchase price, borrowing cost and any
cost directly attributable to bringing the assets to its working condition for its intended use.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only
when it is probable that future economic benefits associated with the item will flow to the entity and the cost can be
measured reliably.
Depreciation on all Property, Plant and Equipment is provided based on useful life prescribed in Schedule II of the
Companies Act, 2013 under Straight Line Method.
PPE not ready for the intended use on the date of the Balance Sheet is disclosed as “capital work-in-progress”.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each
financial year end and adjusted prospectively, if appropriate.

Gains or losses arising from derecognition of a property, plant and equipment are measured as the difference
between the net disposal proceeds and the carrying amount of the asset and are recognised in the Statement of Profit
and Loss when the asset is derecognised.

Type of Asset with Useful Life

Type of Asset Useful Life
Leasehold Land Over the Lease Period
Plant and Machinery used in windpower generation 22 Years
Other Plant and Machinery 15 Years
Office Equipment 5 Years
Computer Equipment's 3 Years
Furniture and Fixtures 10 Years
Vehicle 8 Years

76
 VERITAS (INDIA) LIMITED
Notes to Financial Statements for the year ended 31st March, 2020

b). Leases
i Leases
The Company has adopted Ind AS 116 'Leases' with the date of initial application being April 1, 2019 and has
reassessed the existing lease contracts on the date of initial application date, i.e. 01.04.2019 for application of Ind AS
116. The Company has applied Ind AS 116 using the modified retrospective approach, under which the cumulative
effect of initial application is recognised in retained earnings at April 1, 2019. As a result, the comparative information
has not been restated. As permitted by para C8(c)(ii) of Ind AS 116, at the date of initial application, the right to use
asset has been measured at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued
lease payments relating to that lease recognised in the balance sheet immediately before the date of initial
application. As a result there is no cumulative effect of initial application which is required to be recognised in retained
earnings at April 1, 2019.
As Lessee
The Company, as lessee has recognised lease liabilities and right-of-use assets, has applied the following approach to
all of its leases (a) measured the lease liability at the date of transition to Ind AS by measuring that lease liability at the
present value of the remaining lease payments and discounted using the lessee’s incremental borrowing rate at the
date of transition to Ind AS 116. Lease arrangements entered during the year are measured at incremental borrowing
rate computed at the beginning of the year. Lease liabilities are re-measured with a corresponding adjustment to the
related right of use asset if there is change to its assessment whether it will exercise an extension or a termination
option. (b) Right Of Use assets are recognized and measured at cost, consisting of initial measurement of lease liability
plus any lease payments made to the lessor at or before the commencement date less any lease incentives received,
initial estimate of restoration costs and any initial direct costs incurred by lessee. They are subsequently measured at
cost less accumulated depreciation and impairment losses. Right of Use Assets are depreciated from the
commencement date on a straight- line basis over the shorter of the lease term or useful life of the underlying asset.
They are evaluated for recoverability whenever events or changes indicate that their carrying amounts may not be
recoverable.

As a Lessor
Leases for which the company is a lessor is classified as a finance or operating lease. Whenever the terms of the lease
transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease.
All other leases are classified as operating leases.
When the Company is an intermediate lessor, it accounts for its interest in the head lease and the sublease separately.
The sublease is classified as a finance or operating lease by reference to the right-of-use asset arising from the head
lease.
For operating leases, rental income is recognized on a straight line basis over the term of the relevant lease.

c). Intangible Assets and Amortisation

Intangible Assets are stated at cost of acquisition less accumulated amortisation /depletion and impairment loss, if
any.
Such cost includes purchase price, borrowing costs, and any cost directly attributable to bringing the asset to its
working condition for the intended use, net charges on foreign exchange contracts and adjustments arising from
exchange rate variations attributable to the intangible assets.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only
when it is probable that future economic benefits associated with the item will flow to the entity and the cost can be
measured reliably.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net
disposal proceeds and the carrying amount of the asset and are recognised in the Statement of Profit and Loss when
the asset is derecognised.

77
 VERITAS (INDIA) LIMITED
Notes to Financial Statements for the year ended 31st March, 2020

d). Borrowing Costs

Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are
capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale.
Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or
sale.

e). Inventories
Items of inventories are measured at lower of cost or net realisable value after providing for obsolescence, if any. Cost
of inventories comprises of cost of purchase and other overheads net of recoverable taxes incurred in bringing them
to their respective present location and condition. The valuation of inventories is done on FIFO (first-in-first-out)
Method.

f). Impairment of Non Financial Assets

Assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may
not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its
recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in
use.

g). Provisions & Contingencies

Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events
for which it is probable that an outflow of resources will be required to settle the obligation and the amount can be
reliably estimated as at the balance sheet date.
A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but
will probably not, require an outflow of resources. Information on contingent liabilities is disclosed in the notes to
financial statements unless the possibility of an outflow of resources embodying economic benefit is remote.

A contingent asset is neither recognised in the financial statements nor disclosed in the financial statements.

h). Employee Benefit Expenses

(i). Short Term Employee Benefits

All Employee Benefits payable wholly within twelve month of rendering the service are classified as Short Term
Employee Benefits and they are recognised in the period in which the employee renders the related service.

The undiscounted amount of short term employee benefits expected to be paid in exchange for the services rendered
by employees are recognised as an expense during the period when the employees render the services.

(ii). Post Employment Benefits

Defined Contribution Plans
A defined contribution plan is a post-employment benefit plan under which the Company makes specified monthly
payments to Employee State Insurance Scheme, Provident Fund Scheme for all applicable employees. The Company’s
contribution is recognised as an expense in the Statement of Profit and Loss during the period in which the employee renders the
related service.

78
 VERITAS (INDIA) LIMITED
Notes to Financial Statements for the year ended 31st March, 2020

Defined Benefit Plans

Gratuity liability is a defined benefit obligation which is provided for on the basis of an actuarial valuation on Projected
Unit cost method made at the end of each financial year. Actuarial gains/(losses) are recognised directly in other
comprehensive income. This benefit is presented according to present value after deducting the fair value of the plan
assets. The Company determines the net interest on the net defined benefit liability (asset) in respect of a defined
benefit by multiplying the net liability (asset) in respect of a defined benefit by the discount rate used to measure the
defined benefit obligation as they were determined at the beginning of the annual reporting period.

Accumulated leave is treated as short-term employee benefit. The Company measures the expected cost of such
absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at
the reporting date.

Re-measurement of defined benefit plans in respect of post-employment are charged to the Other Comprehensive
Income.

Other Long Term Employee Benefits

The employees of the company are entitled to compensated absences which are both accumulating and non-
accumulating in nature. The expected cost of accumulating compensated absences is determined by actuarial
valuation using projected unit credit method.

i). Tax Expenses

The tax expense for the period comprises Current and Deferred Tax. Tax is recognised in Statement of Profit and Loss,
except to the extent that it relates to items recognised in the comprehensive income or in equity. In which case, the
tax is also recognised in other comprehensive income or equity.

Current Tax
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation
authorities, based on tax rates and laws that are enacted or substantively enacted at the Balance sheet date.

Minimum Alternative tax (MAT) Credit is recognised as an asset only when and to the extent there is convincing
evidence that the company will pay Income Tax under the normal provisions during the specified period, resulting in
utilisation of MAT Credit. In the Year in which the MAT Credit becomes eligible to be recognised as an asset in
accordance with the recommendations contained in Guidance Note issued by the Institute of Chartered Accountants'
of India, the said asset is created by way of a credit to the Statement of Profit and Loss and shown as MAT Credit
Entitlement. Company reviews the same at each Balance Sheet date and writes down the carrying amount of MAT
Credit Entitlement to the extent there is no longer convincing evidence to the effect that the Company will utilise MAT
Credit during the specified period.
Deferred Tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the
standalone financial statements and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the
liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively
enacted by the end of the reporting period. The carrying amount of Deferred tax liabilities and assets are reviewed at
the end of each reporting period.

79
 VERITAS (INDIA) LIMITED
Notes to Financial Statements for the year ended 31st March, 2020

j). Foreign Currency

Functional and presentation currency
The financial statements of the Company are presented using Indian Rupee (INR) i.e. currency of the primary economic
environment in which the entity operates (‘the functional currency’).
Transactions and balances
Foreign currency transactions are translated into the respective functional currency using the exchange rates at the
dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and
from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates
are recognised in profit or loss.

k). Revenue Recognition

The Company has recognised revenue pursuant to a contract (other than a contract listed in paragraph 5 of Ind AS
115) only if the counterparty to the contract is a customer. A customer is a party that has contracted with an entity to
obtain services that are an output of the entity’s ordinary activities in exchange for consideration.

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the
revenue can be reliably measured. Escalation and other claims, which are not ascertainable/acknowledged by
customers, are not taken into account. Revenue is measured at the fair value of the consideration received or
receivable, net of returns and allowances, trade discounts and volume rebates.

Criteria for recognition of revenue are as under:

a) Sale of Goods
Revenue from the sale of goods is recognised when the goods are delivered and titles have passed, at which time all
the following conditions are satisfied:
(i) significant risks and rewards of ownership of the goods are transferred to the buyer;
(ii)Company retains neither continuing managerial involvement to the degree usually associated with ownership nor
effective control over the goods sold;
(iii) it is probable that economic benefits associated with transaction will flow to the Company; and
(iv)amount of revenue can be measured reliably;

b) Income from sale of electricity is recognized as per the terms and conditions of the agreement with the Customer.

c) Interest income is recognized on a time proportion basis taking into account amount outstanding and applicable
interest rate.

d) Dividend is recognised when the company’s right to receive the payment is established, which is generally when
shareholders approve the dividend.

80
 VERITAS (INDIA) LIMITED
Notes to Financial Statements for the year ended 31st March, 2020

l). Financial Instruments

(i). Financial Instruments

Initial Recognition
Financial instruments i.e. Financial assets and financial liabilities are recognised when the Company becomes a party
to the contractual provisions of the instruments. Financial instruments are initially measured at fair value. Transaction
costs that are directly attributable to the acquisition or issue of financial instruments (other than financial instruments
at fair value through profit or loss) are added to or deducted from the fair value of the financial instruments, as
appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial instruments
assets or financial liabilities at fair value through profit or loss are recognised in profit or loss.

Subsequent Measurement
Financial assets
All recognised financial assets are subsequently measured at amortized cost except financial assets carried at fair value
through Profit and loss (FVTPL) or fair value through other comprehensive income (FVOCI).
a) Equity investments (other than investments in subsidiaries, associates and joint venture)
All equity investments falling within the scope of Ind-AS 109 are mandatorily measured at Fair Value Through Profit
and Loss (FVTPL) with all fair value changes recognized in the Statement of Profit and Loss.
Investment in Subsidiary, associates and joint ventures. Investments in equity shares of Subsidiaries, Joint Ventures &
Associates are recorded at cost and reviewed for impairment at each reporting date
The Company has an irrevocable option of designating certain equity instruments as FVOCI. Option of designating
instruments as FVOCI is done on an instrument-by-instrument basis. The classification made on initial recognition is
irrevocable.

If the Company decides to classify an equity instrument as FVOCI, then all fair value changes on the instrument are
recognized in Statement of Other Comprehensive Income (SOCI). Amounts from SOCI are not subsequently transferred
to profit and loss, even on sale of investment.

b) Derecognition

A financial asset is primarily derecognized when the rights to receive cash flows from the asset have expired, or the
Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the
received cash flows in full without material delay to a third party under a pass-through arrangement; and with that
a)the Company has transferred substantially all the risks and rewards of the asset, or b) the Company has neither
transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

c) Impairment of financial assets

The Company applies the expected credit loss model for recognising allowances for expected credit loss on financial
assets measured at amortised cost.

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 VERITAS (INDIA) LIMITED
Notes to Financial Statements for the year ended 31st March, 2020

Financial Liabilities
Classification
Financial liabilities and equity instruments issued by the Company are classified according to the substance of the
contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

Subsequent Measurement
Loans and borrowings are subsequently measured at Amortised costs using Effective Interest Rate (EIR), except for
financial liabilities at fair value through profit or loss. Amortised cost is calculated by taking into account any discount
or premium on acquisition and fees or costs that are an integral part of the EIR. Amortisation is included as a part of
Finance Costs in the Statement of Profit and Loss
Financial liabilities recognised at FVTPL, shall be subsequently measured at fair value.

Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

Offsetting financial instruments

Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally
enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset
and settle the liability simultaneously.
Re-classification of financial instruments

The Company determines classification of financial assets and liabilities on initial recognition. After initial recognition,
no reclassification is made for financial assets which are equity instruments and financial liabilities. For financial assets
which are debt instruments, a reclassification is made only if there is a change in the business model for managing
those assets. Changes to the business model are expected to be infrequent. The Company’s senior management
determines change in the business model as a result of external or internal changes which are significant to the
Company’s operations. Such changes are evident to external parties. A change in the business model occurs when the
Company either begins or ceases to perform an activity that is significant to its operations. If the Company reclassifies
financial assets, it applies the reclassification prospectively from the reclassification date which is the first day of the
immediately next reporting period following the change in business model. The Company does not restate any
previously recognised gains, losses (including impairment gains or losses) or interest. The Company has not reclassified
any financial asset during the current year or previous year.

m). Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity
shareholder by the weighted average number of equity shares outstanding during the period.
For the purpose of calculating diluted earnings per share, the net profit after tax for the period attributable to equity
shareholders and the weighted average number of equity shares outstanding during the period are adjusted for the
effects of all dilutive potential equity shares.

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 VERITAS (INDIA) LIMITED
Notes to Financial Statements for the year ended 31st March, 2020

n). Segment Reporting

Based on “Management Approach” as defined in Ind AS 108 -Operating Segments, the Chief Operating Decision Maker
evaluates the Company’s performance and allocates the resources based on an analysis of various performance
indicators by business segments. The Company concludes that it operates under two reporting segment viz (a) Trading,
Distribution and Development and (b) Wind power genration. the secondary reporting segment is geographical
segment based on location of customer viz domestic and overseas.

Unallocable items includes general corporate income and expense items which are not allocated to any business
segment.

Segment Policies
The Company prepares its segment information in conformity with the accounting policies adopted for preparing and
presenting the standalone financial statements of the Company as a whole. Common allocable costs are allocated to
each segment on an appropriate basis.
Key estimates and assumptions
The preparation of the financial statements in conformity with Ind AS requires the Management to make estimates
and assumptions that impact the reported amount of assets, liabilities, income, expenses and disclosure of contingent
liabilities as at the date of the financial statements. The estimates and assumptions used in the accompanying financial
statements are based upon management’s evaluation of the relevant facts and circumstances as on the date of the
financial statements. Actual results may differ from the estimates and assumptions used in preparing the
accompanying financial statements. Difference between the actual and estimates are recognised in the period in
which they actually materialise or are known. Any revision to accounting estimates is recognised prospectively.
Management believes that the estimates used in preparation of Financial Statements are prudent and reasonable.

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 VERITAS (INDIA) LIMITED
Notes to Financial Statements for the year ended 31st March, 2020

3. PROPERTY, PLANT AND EQUIPMENT- CURRENT YEAR

(Amount in Rs.)
Cost of Deemed cost Accumulated depreciation/Amortization. Carrying Amount
Addition/O
Description As at 31st As at 31st As at 31st As at 31st As at 31st As at 31st
Additions Deletions pening Deletions
March, 2019 March, 2020 March, 2019 March, 2020 March, 2020 March, 2019
balance
Tangible Assets
Freehold Land 1,800,000 - (1,200,000) 600,000 - - - - 600,000 1,800,000
Leasehold Land 12,261,020 - - 12,261,020 730,933 350,472 - 1,081,405 11,179,615 11,530,087
Plant and Machinery 56,495,653 - (24,648,261) 31,847,392 10,108,523 2,026,599 5,348,104 17,483,226 14,364,166 46,387,130
Computers Systems 2,011,718 251,000 - 2,262,718 1,787,012 188,882 - 1,975,894 286,824 224,706
Furniture & Fixtures 4,416,949 - - 4,416,949 1,332,491 453,211 - 1,785,702 2,631,247 3,084,458
Motor Vehicles 3,055,276 - - 3,055,276 1,912,823 671,978 - 2,584,801 470,475 1,142,453
Office Equiptments 3,739,110 - - 3,739,110 1,608,851 555,208 - 2,164,059 1,575,051 2,130,259
Right to use Assets - 5,417,850 - 5,417,850 - 496,778 - 496,778 4,921,072 -
Total Tangible Assets 83,779,726 5,668,850 (25,848,261) 63,600,315 17,480,633 4,743,128 5,348,104 27,571,865 36,028,450 66,299,093

Total Property, Plant and

Equipment 83,779,726 5,668,850 (25,848,261) 63,600,315 17,480,633 4,743,128 5,348,104 27,571,865 36,028,450 66,299,093
Previous Year 83,712,352 67,374 - 83,779,726 11,725,596 5,755,094 - 17,480,633 66,299,093 71,986,808

3. PROPERTY, PLANT AND EQUIPMENT- PREVIOUS YEAR

(Amount in Rs.)
Cost of Deemed cost Accumulated Depreciation Carrying Amount
Description As at 31st As at 31st As at 31st As at 31st As at 31st As at 31st
Additions Deletions Additions Deletions
March, 2018 March, 2019 March, 2018 March, 2019 March, 2019 March, 2018

Tangible Assets
Freehold Land 1,800,000 - - 1,800,000 - - - - 1,800,000 1,800,000
Leasehold Land 12,261,020 - - 12,261,020 380,462 350,471 - 730,933 11,530,087 11,880,558
Plant and Machinery 56,495,653 - 56,495,653 6,685,225 3,423,298 - 10,108,523 46,387,130 49,810,428
Computers Systems 1,944,344 67,374 - 2,011,718 1,569,456 217,556 - 1,787,012 224,706 374,941
Furniture & Fixtures 4,416,949 - - 4,416,949 872,805 459,686 - 1,332,491 3,084,458 3,544,144
Motor Vehicles 3,055,276 - - 3,055,276 1,316,615 596,208 - 1,912,823 1,142,453 1,738,661
Office Equiptments 3,739,110 - - 3,739,110 901,033 707,818 - 1,608,851 2,130,259 2,838,076
Total Tangible Assets 83,712,352 67,374 - 83,779,726 11,725,596 5,755,094 - 17,480,633 66,299,093 71,986,808

Total Property, Plant and

Equipment 83,712,352 67,374 - 83,779,726 11,725,596 5,755,094 - 17,480,633 66,299,093 71,986,808
Previous Year 80,466,652 3,245,700 - 83,712,352 5,659,137 6,066,462 - 11,725,596 71,986,808 74,807,572

84
 VERITAS (INDIA) LIMITED
Notes to Financial Statements for the year ended 31st March, 2020
4 INVESTMENTS - NON CURRENT
As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)
1 Investments measured at Cost

Investments in Equity Intruments - Unquoted

Investment in Subsidiaries
Veritas Polychem Private Limited 10,000,000 10,000,000
(CY 10,00,000 Equity shares of Rs.10 each)
(PY 10,00,000 Equity shares of Rs.10 each)

Veritas International FZE 290,136,063 290,136,063

(CY 16 Shares of AED 10,00,000 each)
(PY 16 Shares of AED 10,00,000 each)

Hazel International FZE 124,964,845 124,964,845

(CY 35 Shares of AED 1,000 each)
(PY 35 Shares of AED 1,000 each)

Veritas Agro Venture Private Limited 100,000 100,000

(CY 10,000 Equity Shares of RS. 10 each)
(PY 10,000 Equity Shares of Rs. 10 each)

Veritas Infra & Logistics Private Limited 100,000 100,000

(CY 10,000 Equity Shares of RS.10 each)
(PY 10,000 Equity Shares of Rs. 10 each)

Other Investment

Quasi equity contribution to Veritas polychem private Limited 2,594,594,835 1,043,134,227

Total Unquoted 3,019,895,742 1,468,435,134

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 VERITAS (INDIA) LIMITED
Notes to Financial Statements for the year ended 31st March, 2020
4. Investments Contd.
2 Investments measured at Fair Value through Profit and Loss

Investments in Equity Intruments - Quoted

Investments in others
Vitan Agro Industries Limited - 1,864,000
(CY 4,00,000 Equity Shares of Rs 1 each)
(PY 4,00,000 Equity Shares of Rs 1 each)

DB (International) Stock Brokers Limited 4,945,000 4,400,000

(CY 5,00,000 Equity Shares of Rs.2 each)
(PY 5,00,000 Equity Shares of Rs.2 each)

Rander Corporation Limited 529,189 528,274

(CY 45,738 Equity Shares of Rs.10 each)
(PY 45,738 Equity Shares of Rs.10 each)

CCL International Limited 36,600 135,000

(CY 15,000 Equity Shares of Rs. 10 each)
(PY 15,000 Equity Shares of Rs. 10 each)
Total quoted 5,510,789 6,927,274

Total 3,025,406,531 1,475,362,408

4.1 Information as required under paragraph 17(b) of Ind AS - 27 for Investment in Wholly owned Subsidiaries:

Principal Place of As at As at
Name of the Subsidiary
Business 31 March 2020 31 March 2019
% of shareholdings
Veritas Polychem Private Limited India 100 100
GV Offshore Private Limited India 51 51
Veritas International FZE UAE 100 100
Hazel International FZE UAE 100 100
Veritas Globle PTE Ltd Singapore 100 100
Veritas Agro Ventures Private Limited India 100 100
Veritas Infra & Logistics Private Limited India 100 100

5 OTHER NON CURRENT ASSETS

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)
Loans and Advances
Advance Tax (Net of Provisions) 6,397,827 6,898,628
Advance Gratuity 853,280 -
Security Deposits 317,616 -
Total 7,568,723 6,898,628

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 VERITAS (INDIA) LIMITED
Notes to Financial Statements for the year ended 31st March, 2020

6 INVENTORIES

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

(At Lower of Cost and net realizable value)

Stock In Trade 1,611,659 1,207,122,306

Total 1,611,659 1,207,122,306

7 TRADE RECEIVABLES

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Trade Receivables
Unsecured Considered Good
Considered Good 1,822,204,819 590,272,203
Considered Doubtful 29,756,245 18,653,676
Less : Provision for Expected Credit Loss allowance on
doubtful debts (29,756,245) (18,653,676)
Total 1,822,204,819 590,272,203

8 CASH AND CASH EQUIVALENTS

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Cash and Cash Equivalents

(i) Balances with Banks
In Current Accounts 6,510,811 4,379,385
(ii) Cash on Hand 71,681 64,553

Other Bank Balances

(i) Unpaid Dividend Bank Accounts 2,035,482 1,702,601
(ii) Deposit with maturity for more than 12 months - -
Deposit with maturity for more than 3 months but less than 12
(iii)
Months 196,864 205,850,630

Total 8,814,838 211,997,169

8,814,838 211,997,169
Cash and Cash Equivalents as per Statement of Cash Flows

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 VERITAS (INDIA) LIMITED
Notes to Financial Statements for the year ended 31st March, 2020

9 LOANS - CURRENT
As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Unsecured Considered Good unless otherwise stated

Loans and Advances
To Employees - 115,000

To Wholly Owned Subsidiaries (Refer Note No. 35) 273,634,742 259,670,433

Others 14,009,100 16,299,920
Security Deposits 74,984,667 86,001,333

Total 362,628,509 362,086,686

10 OTHER CURRENT ASSETS

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Unsecured, Considered Good

Prepaid Expenses 12,616 165,382
Advance Gratuity 389,626 2,086,854
Balance with Government Authorities 2,119,443 2,639,811
Total 2,521,685 4,892,047

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 VERITAS (INDIA) LIMITED
Notes to Financial Statements for the year ended 31st March, 2020

11 EQUITY SHARE CAPITAL

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Authorised Share Capital

Equity Shares of Rs. 1 each 100,000,000 100,000,000
(CY 10,00,00,000 shares of Rs. 1 each)
(PY 10,00,00,000 shares of Rs. 1 each)
Total 100,000,000 100,000,000

Issued Subscribed and Paid Up

Equity Shares of Rs. 1 each 26,810,000 26,810,000
(CY 2,68,10,000 shares of Rs. 1 each)
(PY 2,68,10,000 shares of Rs. 1 each)
Total 26,810,000 26,810,000

11.1 The reconciliation of the number of shares outstanding is set out below :

As at As at
Particulars
31 March 2020 31 March 2019
Equity Shares at the beginning of the year 26,810,000 26,810,000
Add/Less: Changes in Equity Shares - -
Equity Shares at the end of the year 26,810,000 26,810,000

11.2 The details of shareholders holding more than 5% shares :

As at 31st March, 2020 As at 31st March, 2019
Name of the Shareholders
No. of Shares % Holding No. of Shares % Holding
Mr. Nitin Kumar Didwania 9,250,000 34.50 9,250,000 34.50
Ms. Niti Didwania 6,713,100 25.04 6,713,100 25.04
Onix Assets Ltd. 3,000,000 11.19 3,000,000 11.19
Groupe veritas Ltd 1,523,967 5.68 - -
Latitude Consultants Limited 2,600,000 9.70 2,600,000 9.70
Kamalasini Tradelink Pvt Ltd. - - 1,471,300 5.49

11.3 Rights, preferences and restrictions attached to Equity shares

“The Company has issued only one class of equity shares having a par value of INR 1 each. Each equity shareholder is
entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The dividend proposed by
the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive remaining assets of
the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity
shares held by the shareholders.”

11.4 Proposed Dividend

The Board of Directors of the Company has proposed dividend at Rs 0.05 per equity share for the financial year 2019-
2020, which would have been declared in the Annual General meeeting.

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 VERITAS (INDIA) LIMITED
Notes to Financial Statements for the year ended 31st March, 2020
12 OTHER EQUITY

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)
(i). Securities Premium
Opening Balance 971,168,750 971,168,750
Additions / (Transfers) during the year - -
Closing Balance 971,168,750 971,168,750
(ii). Surplus in Statement of Profit and Loss
Opening Balance 656,452,602 561,136,290
Add: Profit for the year 84,827,849 96,656,812
Less : Mat credit (7,451,075) -
Less: Final Dividend on Equity
Shares (CY Rs. 0.05 per share)
(PY Rs. 0.05 per share) (1,340,500) (1,340,500)
Closing Balance 732,488,875 656,452,602
(iii). Other Comprehensive Income 414,725 414,725
Other items (Acturial Gain/ (Loss) (577,157) 472,231
Other items (Acturial Gain/ (Loss) Tax (230,777) (472,231)

Closing Balance (393,209) 414,725

Total 1,703,264,416 1,628,036,078

Refer Note no 38 for description of Reserves

13 NON-CURRENT OTHER FINANCIAL LIABILITIES

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)
Financial Gurantee Obligation 41,456,250 58,038,750
Security Deposits 19,786,808 20,000,000

Total 61,243,058 78,038,750

14 NON CURRENT PROVISION

As at As at
31 March 2020 31 March 2019
Particulars

Amount (Rs.) Amount (Rs.)

Provision for Employee Benefit 1,057,468 859,468

Total 1,057,468 859,468

15 TRADE PAYABLES

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Trade Payables
- Micro Small and Medium Enterprises - -
-Others 3,448,142,450 2,137,205,308

Total 3,448,142,450 2,137,205,308

15.1 Refer Note 33 for disclosures under Section 22 of Micro, Small and Medium Enterprises Development Act, 2006

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 VERITAS (INDIA) LIMITED
Notes to Financial Statements for the year ended 31st March, 2020

16 OTHER FINANCIAL LIABILITIES

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Financial Gurantee Obligation 16,582,500 16,582,500

Interim/Final Dividend Unpaid 2,035,481 1,702,600
Other Payables 1,397,919 4,052,043
Lease Liabilities 5,047,653 -
Over Flow balance in Bank account ( current) - 9,403,351
Advance from Customer - 5,655,071

Total 25,063,554 37,395,564

17 Other current liabilities

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Others - -
Statutory Liabilities 192,896 911,079
Total 192,896 911,079

18 PROVISION

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Provision for Employee Benefit 76,563 63,926

Total 76,563 63,926

19 CURRENT TAX ASSETS AND LIABILITIES (NET)

As at As at
31 March 2020 31 March 2019
Particulars

Amount (Rs.) Amount (Rs.)

Provision for Tax (Net of Advance Tax) 5,729,940 5,436,252

Total 5,729,940 5,436,252

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 VERITAS (INDIA) LIMITED
Notes to Financial Statements for the year ended 31st March, 2020

20 REVENUE FROM OPERATIONS

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Sale of Products 5,426,989,856 6,115,274,803

Total 5,426,989,856 6,115,274,803

20.1 Sale of Products comprises:

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Electricity Generation 6,652,207 7,797,913

Traded and Developed Goods 5,420,337,649 6,107,476,890

Total 5,426,989,856 6,115,274,803

21 OTHER INCOME

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Dividend Income
- Subsidiaries 21,622,013 19,121,670

Interest Income
- On loan given to Subsidiaries 3,759,263 -
- Interest Income on FD carried at Amorrtised Cost 249,726 18,897,367

Other Non Operating Income

- Amortisation of Financial Guarantee 16,582,500 21,948,143
- Interest on Fair Valuation of Rent Deposit 1,921,465 257,848
-Foreign exchange Gain\Loss -Export - 59,846,189
- Others 25,145,547 9,662,927
- Net Profit on Investment carried at FVTPL - 17,192
Total 69,280,513 129,751,335

22 EMPLOYEE BENEFIT EXPENSES

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Salary / Wages and Allowances 18,604,523 18,256,748

Contributions to Provident & Other Fund 540,896 439,634
Staff Welfare and other benefits 29,996 4,195
Directors' Remuneration - 250,000
Total 19,175,415 18,950,577
22.1 Refer Note No. 29 for details of Defined Benefit Contribution.

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 VERITAS (INDIA) LIMITED
Notes to Financial Statements for the year ended 31st March, 2020

23 FINANCE COSTS

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

On Working Capital Loans

- Bank Interest - 20,690,462
- Bank Charges, Commission and Others 1,387,128 9,678,853
-Interest on Fair Valuation of Rent Deposit 1,708,273 232,168
-Interest expense on lease liability 314,273 -
Total 3,409,673 30,601,483

24 OTHER EXPENSES

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Logistics Expenses 3,714,049 8,599,593

Packing Charges 320,869 44,044
Rent Paid 290,100 937,268
Repairs & Maintainance
Machinery 1,244,262 2,023,369
Others 1,642,982 12,500
Insurance 165,532 304,832
Rates and Taxes 512,820 550,365
Brokerage & Commission Charges 1,568,318 5,773,722
Communication Expenses 416,516 406,859
Travelling and Conveyance 1,597,604 1,705,918
Printing and Stationery Expenses 35,817 1,442,629
Advertising / Business Promotion Expenses 1,144,799 647,994
Legal and Professional Fees 17,504,820 7,723,238
Payments to Auditors (Refer Note 24.1) 3,260,500 2,907,000
Foreign exchange Gain\Loss (Net) 50,794,201 -
Electricity Charges 571,432 492,632
Loss on sale of Wind Mill 6,196,113 -
Loss on subsidiary Investment - 3,532,025
Directors' Sitting Fees 64,000 69,000
Miscellaneous Expenses 2,542,841 852,969
Corporate Social Responsibility (Refer Note 27) - -
Bad-debts 735,027 6,142,600
Provision on Loan and Deposit 5,937,267 2,000,000
Allowance for Expected Credit Loss 11,102,569 10,838,547
Net Loss on Investment carried at FVTPL 1,416,485 -
Total 112,778,923 57,007,103

24.1 Payment to Auditors as :

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)
Statutory Audit Fees 3,260,500 2,907,000

Total 3,260,500 2,907,000

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 VERITAS (INDIA) LIMITED
Notes to Financial Statements for the year ended 31st March, 2020

25.0 Current Tax Provision

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Profit before Taxes 86,247,629 125,957,256

Add: Disallowance of Expenses 29,046,748 69,273
Less: Allowance of Expenses 86,644,989 -
Profits as per Income Tax Act, 1961 74,875,940 136,865,075
Applicable Rate 28.56% 20.39%
Tax Provision 21,387,438 27,905,215
Add: Interests Attributable - 1,235,490
Add: Taxes related to Prior Years 2,452,665 -
Add: OcI Tax - -
Total Current Tax Provision 23,840,103 29,140,705

26.0 Deferred Tax Liability / (Assets)

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Arising on account of Timing Difference in Depreciable Assets

Gross Deferred Tax Liability / (Assets): 10,174,118 10,014,379
Fixed Assets (9,783,386) 2,216,791
Leave Salary (60,369) 84,390
Gratuity (241,875) 68,537
Provision for Debtors (3,181,996) (2,209,980)
Provision on Loan and Deposit (1,701,621) -

Net Deferred Tax Liability / (Assets) (4,795,129) 10,174,118

27 Corporate Social Responsibility (CSR)

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

(i) Gross Amount to be spent by the Company during the year 1,993,621 4,431,041
(ii) Amount spent during the year - 31,000
a) Construction/Acquistion of any asset - -
b) On purpose other than above (ii) (a) - In cash - -

c) On purpose other than above (ii) (a) - Yet to be paid in cash - -

Amount unspent during the year 1,993,621 4,400,041

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 VERITAS (INDIA) LIMITED
Notes to Financial Statements for the year ended 31st March, 2020

28 EARNINGS PER SHARE (EPS)

As at As at
Particulars
31 March 2020 31 March 2019
(i). Profit /(Loss) attributable to Equity Shareholders of the
Company (Rs.) 84,827,849 96,656,812
(ii). Weighted Average number of Equity Shares (Basic) (nos)
26,810,000 26,810,000
(iii). Weighted Average number of Equity Shares (Diluted)(nos)
26,810,000 26,810,000
(iv). Basic Earnings per Share (Rs.) 3.16 3.61
(v). Diluted Earnings per Share (Rs.) 3.16 3.61
(vi). Face Value per Equity Share(Rs.) 1 1

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 VERITAS (INDIA) LIMITED
Notes to Financial Statements for the year ended 31st March, 2020

Note No: 29 Retirement Benefit Plans

(i). Gratuity:
The Gratuity Plan is governed by the Payment of Gratuity Act, 1972. Under the Act, an Employee who has completed five years of service is entitled to specific benefit.
The level of benefits provided depends on the Member's length of service at separation date.
The following table set out the funded status of the gratuity plans and the amount recognised in the company's financial statements as at March 31, 2020 and March 31,
2019.
Amount (Rs.)
I Change in Benefit Obligation during the year ended March 31, 2020
As at 31st March As at 31st March
Particulars
2020 2019
Present Value of Defined Benefit Obligation at beginning of the year 1,940,815 4,751,751
Current Service Cost 166,848 155,207
Interest Cost 145,561 37,115
Actuarial (Gains)/Losses 827,524 1,284,550
Benefits Paid (668,889) (4,287,808)
Present Value of Defined Benefit Obligation at end of the year 2,411,859 1,940,815

II Change in Assets during the year ended March 31, 2020

As at 31st March As at 31st March
Particulars
2020 2019
Fair Value of Plan Assets at the beginning of the year 4,027,399 6,495,918
Actual Benefits Paid (668,889) (4,287,808)
Expected returns on Plan Assets 302,055 3,826,436
Contributions by Employer 18,327 100,652
Actuarial Gains /(Losses) (24,397) (2,107,799)
Plan Assets at the end of the year 3,654,495 4,027,399

III Net Asset/(Liability) recognized in the Balance Sheet

As at 31st March As at 31st March
Particulars
2020 2019
Present Value of Defined Benefit Obligation 2,411,859 1,940,815
Fair Value of Plan assets as a March 31, 2020 3,654,495 4,027,399
Fund Status Surplus/(Deficit) 1,242,636 2,086,584
Net Asset/(Liability) as at March 31, 2020 1,242,636 2,086,584

IV Expenses recognized in the statement of Profit & Loss under Employee Benefit Expenses
As at 31st March As at 31st March
Particulars
2020 2019
Current Service Cost 166,848 155,207
Interest Cost 145,561 37,115
Expected returns on Plan Assets (302,055) (3,826,436)
Net Actuarial (Gains)/Losses 851,921 1,284,550
Adj due to merger of two policy - 2,171,021
Total Expense 862,275 (178,543)

V The major categories of plan assets as a percentage of total plan

As at 31st March As at 31st March
Particulars
2020 2019
Insurer Managed Funds 100% 100%

VI Actuarial Assumptions
As at 31st March As at 31st March
Particulars
2020 2019
Discount Rate 6.85% 7.5%
Rate of Return on Plan Assets 6.85% 9.15%
Mortality Table LIC (1994-96) LIC (1994-96)
Retirement Age 60 Years 60 Years

96
 VERITAS (INDIA) LIMITED
Notes to Financial Statements for the year ended 31st March, 2020

(ii). Leave Encashments:

Amount (Rs.)
I Change in Benefit Obligation during the year ended March 31, 2020
As at 31st March As at 31st March
Particulars
2020 2019
Present Value of Defined Benefit Obligation at beginning of the year 923,394 1,345,343
Current Service Cost 287,110 421,758
Interest Cost 67,303 91,998
Actuarial (Gains)/Losses (43,987) (670,183)
Benefits Paid (99,789) (265,522)
Present Value of Defined Benefit Obligation at end of the year 1,134,031 923,394

II Change in Assets during the year ended March 31, 2020

As at 31st March As at 31st March
Particulars
2020 2019
Fair Value of Plan Assets at the beginning of the year - -
Actual Benefits Paid - -
Expected returns on Plan Assets - -
Contributions by Employer - -
Actuarial Gains /(Losses) - -
Plan Assets at the end of the year - -

III Net Asset/(Liability) recognized in the Balance Sheet

As at 31st March As at 31st March
Particulars
2020 2019
Net Opening provision in books of accounts 923,394 1,345,343
Transfer In/(out) obligation - -
Transfer In/(out) plan assets
Employee benefit expenses as per annexure 2 310,426 (156,427)
Benefits Paid by the Company (99,789) (265,522)
Net Closing provision in books of accounts 1,134,031 923,394

IV Expenses recognized in the statement of Profit & Loss under Employee Benefit Expenses
As at 31st March As at 31st March
Particulars
2020 2019
Current Service Cost 287,110 421,758
Interest Cost 67,303 91,998
Expected returns on Plan Assets - -
Net Actuarial (Gains)/Losses (43,987) (670,183)
Total Expense 310,426 (156,427)

V Actuarial Assumptions
As at 31st March As at 31st March
Particulars
2020 2019
Discount Rate 6.85% 7.55%
Rate of Return on Plan Assets 0% 0%
Mortality Table Indian Assured Indian Assured
Lives Mortality Lives Mortality
(2006-08) (2006-08)
Retirement Age 60 Years 60 Years

97
 VERITAS (INDIA) LIMITED
Notes to Financial Statements for the year ended 31st March, 2020

Note No: 30 Contingent Liabilities and Commitments

Amount (Rs.)
For the year ended For the year ended
Sr.No. Particulars
31st March, 2020 31st March, 2019
Contingent Liabilities
a. Guarantees 3,769,500,000 3,469,000,000
b. Claims against Company not acknowledged as Debts
Income Tax Demand pending Appeal and Rectification 16,043,089 15,912,550
Sales Tax Demand pending Appeal 131,888,852 173,656,097

Total 3,917,431,941 3,658,568,647

Note No: 31 Financial Instruments

Valuation
All financial instruments are initially recognized and subsequently re-measured at fair value as described below: Amount (Rs.)
a. The fair value of investment in unquoted Equity Shares is measured at NAV.
b. All foreign currency denominated assets and liabilities are translated using exchange rate at reporting date.
As at 31 March 2020 As at 31 March 2019
Particulars Carrying Amount Level of input used in Carrying Amount Level of input used in
FTVPL Amortised Cost Level 1 Level 2 Level 3 FTVPL Amortised Cost Level 1 Level 2 Level 3
Financial Assets
At Cost/Amortised Cost
Investments 3,019,895,742 - - 3,019,895,742 - 1,468,435,134 - - 1,468,435,134 -
Trade Receivables - 1,822,204,819 - - 1,822,204,819 - 590,272,203 - 590,272,203
Cash and Bank Balances - 8,814,838 - 8,814,838 - - 211,997,169 - 211,997,169 -
Loans - 362,628,509 - - 362,628,509 - 362,086,686 - - 362,086,686
Other Financial Assets - - - - - - - - - -

At Fair Value through Profit and Loss

Investments 5,510,789 - 5,510,789 - - 6,927,274 - 6,927,274 - -

Financial Liabilities
At Amortised Cost
Borrowings - 61,243,058 - 61,243,058 - - 78,038,750 - 78,038,750 -
Trade Payables - 3,448,142,450 - - 3,448,142,450 - 2,137,205,308 - - 2,137,205,308
Other Financial Liabilities - 86,306,611 - - 86,306,611 - 37,395,564 - - 37,395,564
The financial instruments are categorized into two levels based on the inputs used to arrive at fair value measurements as described below:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities; and
Level 2: Inputs other than the quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Foreign Currency Risk Amount (Rs.)

The following Table shows Foreign Currency Exposures in Financial Intruments at the end of the reporting period.

As at 31 March 2020 As at 31 March 2019

Particulars
USD INR USD INR
Trade Payables 28,501,493 2,148,727,524 28,531,636 1,979,524,935
Trade Receivable 22,587,753 1,702,890,698 5,750,000 398,935,000
loan to subsidiary 1,647,672 124,218,008 1,597,808 110,855,919

98
 VERITAS (INDIA) LIMITED
Notes to Financial Statements for the year ended 31st March, 2020

Foreign Currency Sensitivity Amount (Rs.)

The following table demonstrate the sensitivity to a reasonably possible change in exchange rates, with all other variables held constant. The impact on the Company's
Trade Payable

Changes in USD Effect on Profit

Effect on Equity (Rs.)
Rate and Loss (Rs.)

For the year ended 31st March, 2020 1% (21,487,275) (21,487,275)

-1% 21,487,275 21,487,275
For the year ended 31st March, 2019 1% (19,795,249) (19,795,249)
-1% 19,795,249 19,795,249

Trade Receivable
Changes in USD Effect on Profit
Effect on Equity (Rs.)
Rate and Loss (Rs.)
For the year ended 31st March, 2020 1% 17,028,907 17,028,907
-1% (17,028,907) (17,028,907)
For the year ended 31st March, 2019 1% 3,989,350 3,989,350
-1% (3,989,350) (3,989,350)

loan to subsidiary
Changes in USD Effect on Profit
Effect on Equity (Rs.)
Rate and Loss (Rs.)
For the year ended 31st March, 2020 1% 1,242,180 1,242,180
-1% (1,242,180) (1,242,180)
For the year ended 31st March, 2019 1% 1,108,559 1,108,559
-1% (1,108,559) (1,108,559)

Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally
from the Company's receivables from customers and loans and advances.
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer and the geography in which it operates. Credit risk is
managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in
the normal course of business.
The maximum exposure to credit risk for trade and other receivables by type of counterparty was as follows :
Amount (Rs.)
Carrying amount
Notes March 31, 2020 March 31, 2019
Financial Assets (Current)
Loans 9 362,628,509 362,086,686
Trade and other receivables 7 1,822,204,819 590,272,203
2,193,648,166 1,164,356,058
a) Trade receivables
The Company individually monitors the sanctioned credit limits as against the outstanding balances.
The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade receivables. The Company uses a provision
matrix to compute the expected credit loss for trade receivables. The Company has developed this matrix based on historical data as well as forward looking information
pertaining to assessment of credit risk.

An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition a large number of minor receivables are grouped into
homogenous groups and assessed for impairment collectively. The calculation is based on exchange losses historical data. The maximum exposure to credit risk at the
reporting date is the carrying value of each class of financial assets . The Company does not hold collateral as security. The Company evaluates the concentration of risk
with respect to trade receivables as low, as its customers are located in several jurisdiction and Industries and operate largely in Independent markets.

99
 VERITAS (INDIA) LIMITED
Notes to Financial Statements for the year ended 31st March, 2020

The Company exposure to top 5 Debtors is 99% of outstanding trade receivable as at March 31,2020 There is credit concentration and management is confident of full
recovery.

Amount (Rs.)
For the year
For the year ended
Particulars ended
31st March, 2019
31st March, 2020
Domestic Trade Receivables 119,314,121 191,337,203

Forign Trade Receivables 1,702,890,698 398,935,000

The following table gives concentration of credit risk in terms of Top 10 amounts receivable from customers
Amount (Rs.)
For the year
For the year ended
Particulars ended
31st March, 2019
31st March, 2020
Trade Receivables 1,829,714,797 562,559,457

b) Cash and cash equivalents

Cash and cash equivalents of INR 88,14,838 at March 31, 2020 (March 31, 2019: INR 21,19,97,169,). The cash and cash equivalents are held with bank and financial
institution counterparties with good credit rating.

Liquidity Risk
The Liquid risk that the Company will encounter difficulty in meeting the obligation associated with its financial liabilities that are settled by delivering cash or another
financial asset. The Company's approach of managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due,
under both normal and stressed conditions, without incurring unacceptable losses or risking damages to the Company's reputation.

Maturity Profile of Loans and Other Financial Liabilities as on 31 March, 2020

Amount (Rs.)
Particulars Below 1 Year 1 - 3 Years Above 3 Years Total
Borrowings - -
Trade Payables 3,448,142,450 - 3,448,142,450
Other Financial Liabilities 25,063,554 52,951,808 8,291,250 86,306,611
Total 3,473,206,003 52,951,808 8,291,250 3,534,449,061

Maturity Profile of Loans and Other Financial Liabilities as on 31 March, 2019

Amount (Rs.)
Particulars Below 1 Year 1 - 3 Years Above 3 Years Total
Borrowings - -
Trade Payables 2,137,205,308 - 2,137,205,308
Other Financial Liabilities 37,395,564 58,038,750 20,000,000 115,434,314
Total 2,174,600,872 58,038,750 20,000,000 2,252,639,622

100
 VERITAS (INDIA) LIMITED
Notes to Financial Statements for the year ended 31st March, 2020

Note No: 32 Operating Segments

Business Segments
The Company has identified business segments (industry practice) as its primary segment and geographic segments as its secondary segment. Business segments are
primarily Trading, Development of Software and Distribution & Wind Power Generation etc.
Revenues and expenses directly attributable to segments are reported under each reportable segment. Expenses which are not directly identifiable to each reporting
segment have been allocated on the basis of associated revenues of the segment and manpower efforts. All other expenses which are not attributable or allocable to
segments have been disclosed as unallocable expenses.
Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable segment. All other assets and liabilities are disclosed as
unallocable. Fixed assets that are used interchangeably among segments are not allocated to primary and secondary segments.

Amount (Rs.)

Year ended March 31, 2020 Year ended March 31, 2019

Particulars Trading, Trading,

Wind Power Wind Power
Distribution and Un-allocable Total Distribution and Un-allocable Total
Generation Generation
Development Development

Segment Revenue
External Sales (Net) 5,420,337,649 6,652,207 5,426,989,856 6,107,476,890 7,797,913 - 6,115,274,803
Other Income - - 69,280,513 69,280,513 - - 129,751,335 129,751,335
Total Revenue 5,420,337,649 6,652,207 69,280,513 5,496,270,370 6,107,476,890 7,797,913 129,751,335 6,245,026,139

Segment Result (PBIT)

Profit Before Interest and
17,058,635 3,318,154 69,280,513 89,657,302 24,545,601 2,261,802 129,751,335 156,558,738
Tax
Interest 3,409,673 - - 3,409,673 30,601,483 - - 30,601,483
Provision for Tax 1,419,780 - - 29,300,444
Profit after Tax 13,648,962 3,318,154 69,280,513 84,827,849 (6,055,882) 2,261,802 129,751,335 96,656,812

Other Information
Segment Fixed Assets 21,088,168 14,940,282 - 36,028,450 18,138,065 48,161,029 - 66,299,094
Segment Other Assets 1,839,794,309 10,221,072 3,385,536,514 5,235,551,895 2,023,393,124 7,305,521 1,827,932,803 3,858,631,448
Total Assets 1,860,882,477 25,161,354 3,385,536,514 5,271,580,345 2,041,531,189 55,466,550 1,827,932,803 3,924,930,541

Segment Liabilities 3,524,923,428 - 16,582,500 3,541,505,928 2,253,501,964 - 16,582,500 2,270,084,464

Total Liabilities 3,524,923,428 - 16,582,500 3,541,505,928 2,253,501,964 - 16,582,500 2,270,084,464
Based on the “management approach” defined in Ind AS 108 - Operating Segments, the Chief Operating Decision Maker evaluates the company’s performance and
allocate resources based on an analysis of various performance indicators by business segments. Accordingly information has been presented along these segments.

Geographical Segments

The secondary reporting segment for the Company is geographical segment based on location of customers, which are as follows:
Amount (Rs.)
Particulars Domestic Overseas Total
Revenue from External Customers (FY 2019-2020) 4,121,032,250 1,305,957,606 5,426,989,856
Revenue from External Customers (FY 2018-2019) (5,157,611,838) (957,662,965) (6,115,274,803)
Segment Assets (FY 2019-2020) 3,568,689,647 1,702,890,698 5,271,580,345
Segment Assets (FY 2018-2019) (3,523,908,687) (398,935,000) (3,922,843,687)

101
 VERITAS (INDIA) LIMITED
Notes to Financial Statements for the year ended 31st March, 2020

Note No. 33 Payable to any micro, small and medium enterprises:

The company does not have any dues payable to any micro, small and medium enterprises as at the year end. The identification of the micro, small & medium enterprises
is based on management’s knowledge of their status. The Company has not received any intimation from the suppliers regarding their status under the MSMED Act 2006.

For the year ended For the year ended

Sr.No. Particulars
31st March, 2020 31st March, 2019

Principal amount remaining unpaid (but within due

(i) date as per the MSMED Act)
- -
Interest due thereon remaining unpaid
(ii)
- -
Interest paid by the Company in terms of Section 16
of the Micro, Small and Medium Enterprises
Development Act, 2006, along-with the amount of the
(iii) payment made to the supplier beyond the appointed
day during the period

- -
Interest due and payable for the period of delay in
making payment (which have been paid but beyond
the appointed day during the period) but without
(iv) adding interest specified under the Micro, Small and
Medium Enterprises Act, 2006

- -
Interest accrued and remaining unpaid
(v)
- -
Interest remaining due and payable even in the
succeeding years, until such date when the interest
(vi) dues as above are actually paid to the small
enterprises
- -

Total - -

33.1. There are no specific claims from suppliers under interest on delayed payments covered under Small Scale & Ancillary Act, 1993.

Note No. 34 Lease:

a. The impact of change in accounting policy on account on adoption of Ind AS 116 is as follows:
Amount (Rs.)
Particulars Amount

Increase in Finance Cost 314,273

Increase in ROU 5,417,850
Increase in Depreciation
496,778
Increase in Lease Liability
5,047,653
Increase/Decrease in Deferred Tax
-
Decrease in Property, Plant & Equipment due to Assets Subleased to Subsidiaries
-

b. Actual Payment of Rent from 01.04.2019 to 31.03.2020 is Rs. 6,84,470

c. The following is the breakup of Current and non-current portion of Lease Liability as on 31.03.2020:
Amount (Rs.)
Particulars Amount
Current
5,047,653
Non-Current
-
Total Lease Liability as on 31.03.2020

5,047,653

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 VERITAS (INDIA) LIMITED
Notes to Financial Statements for the year ended 31st March, 2020

d. The following is the movement of Lease Liability as on 31.03.2020:

Amount (Rs.)
Particulars Amount

Opening Value of Lease Liability as of April 1, 2019 due to initial recognition as per Ind AS 116

-
Additions
5,417,850
Interest Expense on Lease Liability

314,273
Actual Payment of Rent (684,470)
Provision on Disposals
-
Closing Value of Lease Liability as of March 31, 2020

5,047,653

e. The Carrying Value of Right of Use Asset as of March 31, 2020:

Amount (Rs.)
Particulars
Amount

Opening Value of Right of Use Asset as of April 1, 2019 due to initial recognition as per Ind AS
116
-
Additions
5,417,850
Disposals

Gross carrying value as of March 31, 2020Accumulated Depreciation as of April 1, 2019 -

5,417,850
Accumulated Depreciation as of April 1, 2019
-
Depreciation
496,778
Accumulated Depreciation on Disposals

-
Accumulated Depreciation as of March 31, 2020

496,778
Carrying Value as of March 31, 2020

4,921,073

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 VERITAS (INDIA) LIMITED
Notes to Financial Statements for the year ended 31st March, 2020

f. The following represents the Contractual Maturity of the Lease Liability as on 31.03.2020 on an undiscounted basis:

Amount (Rs.)
Particulars Amount
On demand
-
Upto 3 months
254,834
Above 3 months to 12 months

764,501
Above 1 Year -3 Years
1,949,371
Above 3 Years-5 Years
1,415,905
Above 5 Years-10 Years
2,807,129
Above 10 Years

2,794,581
Total
9,986,320

g. Reconciliation between Ind AS 17 and Ind AS 116:

Amount (Rs.)
Particulars Amount
As at 1 April 2019
-
Off-balance sheet lease obligations as of 31 March 2019
-
Current leases with lease term of 12 months or less (short-term leases)

Leases of low value assets (low-value leases) -

-
Variable lease payments
-
Others
-
Operating lease obligations as of 1 April 2019 (gross without discounting)

-
Effect from discounting at the incremental borrowing rate as at 1 April 2019
Lease liabilities as at 1 April 2019 -

-
Non-lease components (if any) (net of discount)

-
Lease liabilities due to initial application of Ind AS 116 as at 01 April 2019
-
Lease liabilities from finance leases as at 01 April 2019
-
Total lease liabilities as of 01 April 2019
-

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 VERITAS (INDIA) LIMITED
Notes to Financial Statements for the year ended 31st March, 2020

As a Lessee:

Amount recognised in Statement of Profit and Loss:

Amount (Rs.)
Particulars Amount
Interest on lease Liabilities
314,273
Variable payments not included in measurement of lease liability
-
Income from subleasing ROU assets
-
Expenses relating to short term leases
-
Expenses relating to leases of low value assets, excluding short term leases of low value assets
-
Others
-
Total amount recognised in the Statement of Profit and Loss
314,273

Amount recognised in the Statement of Cash Flow:

Amount (Rs.)
Particulars For the year ended March 31, 2020

Total amount of cash outflows for leases (net of rental inflows)

5,047,653

Note No. 35 Details of Loan given/Investment made and Guarantee given covered under Section 186(4) of the Companies Act, 2013
Amount (Rs.)
As at the year ended As at the year ended
Particulars
31st March, 2020 31st March, 2019
Investments made during the year
Veritas Polychem Private Limited 1,551,460,608 520,514,267

Loans and Advances given

Veritas Agroventure Private Limited 1,000,000 680,000

Veritas Infra And Logistics Private Limited 2,220 -
Veritas International FZE - 104,775,000
Veritas Agricom LLP - 1,710

Loans and Advances repaid

Veritas Polychem Private Limited - 256,000,000
Veritas Infra And Logistics Private Limited 400,000 1,361,454
Veritas Infra LLP - 48,020
Veritas Agricom LLP - 3,710

Corporate Gurantee Given

Hazel international FZE 3,769,500,000 3,469,000,000

105
 VERITAS (INDIA) LIMITED
Notes to Financial Statements for the year ended 31st March, 2020

Note No. 36 Related Party Disclosures:

As per Ind AS 24, the disclosures of transactions with the related parties are given below:
a). List of related parties where control exists and also related parties with whom transactions have taken place and relationships:

Sr. No. Nature of Related Party Particulars

A Fellow Subsidiaries Veritas Global Pte Limited
GV Offshore Private Limited
Hazel International FZE
Veritas International FZE
Veritas Infra and Logistic Private Limited
Veritas Agro Venture Private Limited
Veritas Polychem Private Limited

B Key Managerial Personnel Nitin Kumar Didwania - Director

Saurabh Sanghvi - Director (Resigned on 30-09-2019 as director)
Praveen Bhatnagar - Whole time Director
Kamala Aithal- Independent Director
Alpa Parekh - Director (Resigned on 14-08-2019 as director)
Vijay Shah - Independent Director (Appointed on 14-08-2019)
Purvi Matani - Independent Director (Appointed on 14-08-2019)
Rajaram Shanbhag - Chief Financial Officer
Prasad Oak - Company Secretary

C Enterprises over which key management Personnel and their relatives are Veritas Investment Limited
able to exercise significant influence Sears Real Estate Private Limited
Prakruti import Export Private Limited
Moonrise Capital LLP
Veritas Housing Development Private Limited
Hazel Mercantile Limited
Sanman Trade Impex Limited
Aspen International Private Limited
Groupe Veritas Limited
Gracious Real Estates Private Limited
Akshata Fintrade Private Limited
Emrald Fintrade Private Limited
Avid Properties Private Limited
Provid Trade Impex Private Limited
Titly Barter Private Limited
Diva Trade Impex Private Limited
Clairvoyant Trade Impex Private Limited
Hazel Logistics Private Limited
Trident Fintrade Private Limited
Effin Import Export Private Limited
Arbitrum Finvest Private Limited
Matin Exim Private Limited
Rhythm Creators Private Limited
County Trade Impex Private Limited
India Fintrade Limited
Priceless Investrade Private Limited
Shimmer Trade Impex Private Limited
Revive Securities Private Limited
Glistening Properties Private Limited
Kamyab Properties Private Limited
Bhumiputra Agro Private Limited
Kamyab Power Farms Private Limited
Aristo Fincap Private Limited
Aster Impex Private Limited
Nerine Resort Private Limited
Veritas Properties Private Limited
Veritas Infrastructure Private Limited
Eben Trade Impex Private Limited
Kurshi Farming Private Limited
Sainath Agriculture Private Limited
Ontime Trade Impex Private Limited
Veritas Habitats Private Limited
Hazel Infra Limited
Affluent Properties Private Limited
Biofuels (Veritas) Limited
Shubh Labh Agriculture Private Limited

106
 VERITAS (INDIA) LIMITED
Notes to Financial Statements for the year ended 31st March, 2020

b). Transactions with related parties:

Amount (Rs.)

Key Managerial Personnel and its Enterprises over which KMP & its
Subsidiaries
Particulars Relatives relatives have significant influence

2019-2020 2018-2019 2019-2020 2018-2019 2019-2020 2018-2019

Investments made during the year

Veritas Polychem Private Limited 1,551,460,608 520,514,267 - - - -

Unsecured Loan Given to

Veritas Agroventure Private Limited 1,000,000 680,000 - - - -
Veritas Infra And Logistics Private Limited 2,220 - - - - -
Veritas International FZE - 104,775,000 - - - -
Veritas Agricom LLP - 1,710 - - - -

Loans and Advances Repaid by

Veritas Infra And Logistics Private Limited 400,000 1,361,454 - - - -
Veritas Infra LLP - 48,020 - - - -
Veritas Agricom LLP - 3,710

Salary and Other Employee Benefits to KMP

Saurbh Sanghvi - - - 250,000 - -

Rajaram Shanbhag - - 8,700,048 7,800,000 - -
Prasad Oak - - 2,550,492 2,136,048 - -
Alpa parekh - - - 16,000
Kamala Aithal - - 16,000 8,000 - -
Vijay shah - - 24,000 - - -
Purvi Matani - - 24,000 - - -

Rent Paid
Veritas Housing Development Private Limited - - - - 150,000 177,000
Diva Trade Impex Private Limited - - - - - 120,000
Sears real estate pvt tld - - - - - 90,000

Rent Received
Veritas Polychem Private Limited 382,250 382,250 - - - -

Dividend Received
Veritas International FZE 21,622,013 19,121,670 - - - -

LC Commission
Hazel International FZE 16,582,500 16,582,500 - - - -

Interest Income
Veritas International FZE 3,759,263 - - - - -
Veritas Polychem Private Limited 1,921,465 - - - - -

Interest Expenses
Veritas Polychem Private Limited 2,253,422 - - - - -

Agriculture lease rent

Hazel Mercantile Limited - - - - 20,000,000 5,000,000

Other Income
Veritas americas Trading INC 2,316,651 - - - - -

Deposits Repaid
Veritas Investment Limited - - - - 25,000 -
Diva Trade Impex Private Limited - - - - 20,000 -
Veritas Housing Development Private Limited - - - - 2,500,000 -

Services Taken
Hazel Mercantile Limited - - - - - 116,604
Hazel Logistics Private Limited - - - - 2,500,000 7,425,349

Purchase of Goods
Hazel Mercantile Limited - - - - 1,492,650,211 3,265,677,727
Sanman Trade Impex Limited - - - - 630,429,303 585,254,748
Aspen International Private Limited - - - - 77,071,137 547,784,401

Sales of Goods
Hazel Mercantile Limited - - - - 603,734,758 786,162,212
Sanman Trade Impex Limited - - - - 149,237,786 1,066,111,132

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 VERITAS (INDIA) LIMITED
Notes to Financial Statements for the year ended 31st March, 2020

c) Balances with related parties:

Amount (Rs.)

Key Managerial Personnel and its Enterprises over which KMP & its
Subsidiaries
Particulars Relatives relatives have significant influence

2019-2020 2018-2019 2019-2020 2018-2019 2019-2020 2018-2019

Investments
Investment in Veritas Infra And Logistics Private
Limited 100,000 100,000 - - - -
Investment in Hazel International FZE 124,964,845 124,964,845 - - - -
Investment in Veritas Internationl FZE 290,136,063 290,136,063 - - - -
Investment in Veritas Polychem Pvt Ltd 10,000,000 10,000,000 - - - -
Investment - Veritas Agro Venture Private 100,000 100,000 - - - -
Quasi Equity Contirbution to WOS(VPPL)
2,594,594,835 1,043,134,227 - - - -

Amount Payable
Sanman Trade Impex Limited
- - - - 343,404,259 -
Diva Trade Impex Private Limited - - - - - 30,000
Aspen International Private Limited - - - - 79,070,344 -
Hazel Logistics Private Limited - - - - 174,000 621,547
Hazel Mercantile Limited - - - - 2,147,413,617 2,055,900,571

Amount Receivable
Veritas Agroventure Private Limited 146,477,872 145,477,872 - - - -
Veritas Infra And Logistics Private Limited
2,938,862 3,336,642 - - - -
Veritas International FZE 124,218,008 110,855,920 - - - -
Veritas Polychem Private Limited - - - - - -

Security Deposits
Veritas Investment Limited - - - - - 25,000
Diva Trade Impex Private Limited - - - - - 20,000
Veritas Housing Development Private Limited
- - - - - 2,500,000

Security Deposits Received

Veritas Polychem Private Limited 20,000,000 20,000,000 - - - -

Financial Gurantee Obligation

Hazel International FZE 58,038,750 74,621,250 - - - -

36.1 Compensation of Key Management Personnel

The remuneration of director and other member of key management personnel during the year was as follows:
Amount (Rs.)
For the year ended For the year ended
Particulars
31st March, 2020 31st March, 2019
Saurbh Sanghvi - 250,000
(Whole Time Director)
Rajaram Shanbhag 8,700,048 7,800,000
(Chief Financial Officer)
Prasad Oak 2,550,492 2,136,048
(Company Secretary)
Kamala Aithal 16,000 8,000
(Independent Director)
Alpa parekh - 16,000
(Director)
Vijay shah 24,000 -
(Independent Director)
Purvi Matani 24,000 -
(Independent Director)
Total 11,314,540 10,210,048

36.2 Payment to KMP’s does not include post-employment benefit based on actuarial valuationas this is done for the Company as a whole

108
 VERITAS (INDIA) LIMITED
Notes to Financial Statements for the year ended 31st March, 2020

Note No. 37 OTHER EQUITY

Description of reserves
(i)Securities premium
The amount received in excess of the par value of equity shares has been classified as securities premium.
(ii)Retained earnings
Retained earnings represent the amount of accumulated earnings of the Company.
(iii)Other components of equity
Other components of equity include remeasurement of net defined benefit liability / asset, equity instruments fair valued through other comprehensive income, changes
on fair valuation of investments and changes in fair value of derivatives designated as cash flow hedges, net of taxes.

Note No. 38

In the opinion of the Board and to the best of their knowledge and belief, the value on realization of the current assets, loans & advances, deposits, in the ordinary course
of business will not be less than the value stated in Balance Sheet. The liabilities on account of supply of goods & services are also not more than the value of liabilities
except liability written off on account of Shortage / Rate Difference / contract performance /Quality Issues etc.

Note No. 39

The Company has recognized all the claim receivables / liabilities with various government authorities towards Custom duty, VAT, Cess, Income-tax, SAD, Unutilized
CENVAT credit and Insurance claim etc. on accrual basis and shown under the head Loans & Advances and Current Liabilities respectively.

Note No. 40 Capital Management

The Company's objective for Capital Management is to maximise share holder value, safeguard business continuity and support the growth of the Company. The Company
determines the Capital requirements based on annual operating plans and long term and other strategic investment plans. The funding requirements are met through
equity and operating cash flows generated.

Note No. 41

The Company has following reportable segments Trading, Distribution & Development and Power Generations. The Company through its wholly-owned subsidiary,
Veritas Polychem Private Limited has initiated a setup of the integrated manufacturing complex at the Dighi Port in the state of Maharashtra, consisting of PVC
manufacturing plant, Ploymerized Bitumen Plant and Gas Storage Tanks which has been identified as a reportable segment, “Manufacturing”. The project has received the
status of Ultra Mega Project by the government of Maharashtra. The Company has initiated the process of seeking various approvals required to commence setting up of
the plant. The project is presently financed by the Company and would also be suitably financed subsequently through appropriate means at appropriate time.

Note No. 42 Figure ot the previous period have been regrouped / rearranged, wherever necessary.

As per our report of even date attached

For M.P.Chitale & Co. For and on behalf of the Board of Directors
Chartered Accountants
Firm Regd. No.: 101851W

SD/- SD/-
Nitin Kumar Didwania Praveen Bhatnagar
Director Director
DIN : 00210289 DIN : 01193544
SD/-
Ashutosh Pednekar
Partner
Membership No.: 041037 SD/- SD/-
Rajaram Shanbhag Prasad Oak
Place: Mumbai Chief Financial Officer Company Secretary
Date: July 31, 2020

109
 INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF VERITAS INDIA LIMITED

Report on Consolidated Ind AS Financial Statements

Opinion
We have audited the accompanying Consolidated Indian Accounting Standard (“Ind AS”)
financial statements of Veritas India Limited (hereinafter referred to as “the Holding
Company”) and its subsidiaries (Holding Company and its subsidiaries together referred to as
“the Group”) which comprise the Consolidated Balance Sheet as at March 31, 2020, and the
Consolidated Statement of Profit And Loss (including other comprehensive income), the
Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows
for the year then ended, and notes to the consolidated financial statements, including a
summary of significant accounting policies and other explanatory information (hereinafter
referred to as “the Consolidated financial statements”).

In our opinion and to the best of our information and according to the explanations given to
us and based on the consideration of reports of other auditors on separate financial statements
and on the other financial information of the subsidiaries, the aforesaid consolidated financial
statements give the information required by the Companies Act, 2013 (‘the Act’) in the
manner so required and give a true and fair view in conformity with the accounting principles
generally accepted in India, of the consolidated state of affairs of the Group as at 31 March
2020, of its consolidated profit and other comprehensive income, consolidated changes in
equity and consolidated cash flows for the year then ended.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under
section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are
further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial
Statements section of our report. We are independent of the Group in accordance with the
ethical requirements that are relevant to our audit of the consolidated financial statements in
India in terms of the Code of Ethics issued by ICAI and the relevant provisions of the Act,
and we have fulfilled our other ethical responsibilities in accordance with these requirements.

110
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.

Emphasis of Matter
We draw attention to Note 44 to the Consolidated financial statements, which explains the
fact that the Company through its wholly-owned subsidiary, Veritas Polychem Private
Limited has initiated a setup of an integrated manufacturing complex at Dighi Port in the
state of Maharashtra. The project is presently financed by the Company and would be
suitably finance subsequently through appropriate means at appropriate time.

We draw attention to Note 1 to the Consolidated financial statements, which explains the
uncertainties and management’s assessment of the financial impact due to the lockdown and
other restrictions imposed by the Government and condition related to the COVID-19
pandemic situation, for which definitive assessment of the impact would highly depend upon
circumstances as they evolve in the subsequent period.

We draw attention to Note no 32 to the consolidated financial statements relating to the

dispute of one subsidiary with its contractor which is currently under litigation and
arbitration. The consolidated financial statements do not include any adjustments that might
result from the outcome of the judgement in the matter.

Our opinion is not modified in respect of above matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the consolidated financial statements of the current period. These
matters were addressed in the context of our audit of the consolidated financial statements as
a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters. We do not have the matters to be the key audit matters to be communicated in
our report.

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

111
Our opinion on the Consolidated financial statements does not cover the other information
and we will not express any form of assurance conclusion thereon.

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

Responsibilities of Management and Those Charged with Governance for the

Consolidated Financial Statements
The Holding Company’s Board of Directors is responsible for the preparation and
presentation of these consolidated financial statements in term of the requirements of the
Companies Act, 2013 that give a true and fair view of the consolidated financial position,
consolidated financial performance and consolidated cash flows of the Group in accordance
with the accounting principles generally accepted in India, including the Accounting
Standards specified under section 133 of the Act. The respective Board of Directors of the
companies included in the Group are responsible for maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the Group
and for preventing and detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates that are reasonable and
prudent; and the design, implementation and maintenance of adequate internal financial
controls, that were operating effectively for ensuring accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the financial statements
that give a true and fair view and are free from material misstatement, whether due to fraud
or error, which have been used for the purpose of preparation of the consolidated financial
statements by the Board of Directors of the Holding Company, as aforesaid.

In preparing the consolidated financial statements, the respective Board of Directors of the
companies included in the Group are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and

112
using the going concern basis of accounting unless management either intends to liquidate the
Group or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group are responsible for
overseeing the financial reporting process of the Group.

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

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

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial
statements, whether due to fraud or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient and appropriate to provide a
basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act,
we are also responsible for expressing our opinion on whether the entity has adequate
internal financial controls system in place and the operating effectiveness of such
controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of
accounting in preparation of consolidated financial statements and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions

113
 that may cast significant doubt on the appropriateness of this assumption. If we conclude
that a material uncertainty exists, we are required to draw attention in our auditors’ report
to the related disclosures in the consolidated financial statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditors’ report. However, future events or conditions may
cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial
statements, including the disclosures, and whether the consolidated financial statements
represent the underlying transactions and events in a manner that achieves fair
presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of such
entities or business activities within the Group to express an opinion on the consolidated
financial statements. We are responsible for the direction, supervision and performance of
the audit of financial information of such entities included in the consolidated financial
statements of which we are the independent auditors. For the other entities included in the
consolidated financial statements, which have been audited by other auditors, such other
auditors remain responsible for the direction, supervision and performance of the audits
carried out by them. We remain solely responsible for our audit opinion.

We communicate with those charged with governance of the Holding Company and such
other entities included in the consolidated financial statements of which we are the
independent auditors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.

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

From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the consolidated financial statements of
the current period and are therefore the key audit matters. We describe these matters in our
auditors’ report unless law or regulation precludes public disclosure about the matter or

114
when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such communication.

Other Matters
We did not audit the financial statements of seven subsidiaries (including one step-down
subsidiary) included in the Consolidated Financial Statement, whose Ind AS financial
statements reflects total assets of Rs. 3,10,094.96 lakhs and net worth of 2,01,250.25 lakhs as
at March 31, 2020, total revenues of 1,49,414.72 lakhs and net cash flows of (1,323.87) lakhs
for the year ended on that date, as considered in the Consolidated Financial Statements. These
includes the financial results for one subsidiary i.e. GV Offshore Private Ltd, accounts of
which are consolidated based on management accounts.

These financial statements of six subsidiaries have been audited by other auditors whose
reports have been furnished to us by the Management and our opinion on the attached
Consolidated Ind AS Financial Statements, in so far as it relates to the amounts and
disclosures included in respect of these subsidiaries, and our report in terms of section 143(3)
of the Act, insofar as it relates to the aforesaid subsidiaries, is based solely on the reports of
the other auditors.

Our opinion on the Consolidated Financial Statements, and our report on Other Legal and
Regulatory Requirements below, is not modified in respect of the above matters with respect
to our reliance on the work done and the reports of the other auditors and the financial
information certified by the Management.

Report on Other Legal and Regulatory Requirements

1. As required by section 143(3) of the Act, based on our audit and on the consideration of
report of the other auditors on separate financial statements and the other financial
information of subsidiaries, as noted in the ‘other matter’ paragraph, we report, to the
extent applicable, that:

115
a) We have sought and obtained all the information and explanations, which to the best of
our knowledge and belief were necessary for the purposes of our audit of the
Consolidated Financial Statements;
b) In our opinion, proper books of account as required by law relating to preparation of the
Consolidated Financial Statements have been kept so far as it appears from our
examination of those books and the reports of the other auditors;
c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss
(including other comprehensive income), the Consolidated Statement of Changes in
Equity and the Consolidated Cash Flow Statement dealt with by this Report are in
agreement with the relevant books of account and workings maintained for the purpose of
preparation of the Consolidated Financial Statements;
d) In our opinion, the aforesaid Consolidated Financial Statements comply with the
Indian Accounting Standards specified under section 133 of the Act, read with the
Companies (Indian Accounting Standard) Rules, 2015 as amended;
e) Directors of the Holding Company are not disqualified in terms of provisions
contained in the said section 164(2) of the Companies Act. On the basis of the reports
of the statutory auditors of its subsidiaries incorporated in India. None of the directors
of the subsidiaries companies incorporated in India are disqualified as on March 31,
2020 from being appointed as a director in terms of section 164 (2) of the Act;
f) With respect to the adequacy of the Internal Financial Controls with reference to
Financial Statements of the Holding Company, its subsidiaries incorporated in India and
the operating effectiveness of such controls, refer to our separate report in Annexure I;
and
g) As required by Section 197(16) of the Act, in our opinion and to the best of our
information and according to the explanations given to us, the remuneration paid by
the Company to its directors during the year is in accordance with the provisions of
section 197 of the Act.
h) With respect to the other matters to be included in the Auditors’ Report in accordance
with rule 11 of the Companies (Audit and Auditor’s) Rules, 2014 as amended, in our
opinion and to the best of our information and according to the explanations given to
us and based on the consideration of reports of other auditors on separate Financial
Statements as also the other financial information of the subsidiaries, as noted in the
‘Other matter’ paragraph :

116
 i. The consolidated Financial Statements disclose the impact of pending litigations on
the consolidated financial position of the Group – Refer note 32 to the consolidated
Financial Statements.
ii. The Holding Company and the individual entities have made provision, as required
under the applicable law and accounting standards, for material foreseeable losses,
if any, on long-term contracts including derivative contracts - Refer note 42 to the
consolidated Financial Statements; and
iii. There has been no delay in transferring amounts required to be transferred to the
Investor Education and Protection Fund by the Holding Company and its
subsidiary companies incorporated in India.

For M.P. Chitale & Co.

Chartered Accountants
ICAI FRN.101851W

Sd/- :
Ashutosh Pednekar
Partner
ICAI Membership No. 041037
UDIN 20041037AAAACS4316

Place: Mumbai
Date: July 31, 2020

117
 ANNEXURE I TO THE INDEPENDENT AUDITORS’ REPORT

(Referred to in paragraph (f) under “Report on Other Legal and Regulatory

Requirements” of our report of even date

Report on the Internal Financial Controls with reference to Consolidated Financial

Statements under section 143(3)(i) of the Companies Act, 2013 (“the Act”)

In conjunction with our audit of the Consolidated Financial Statements of the Company as of
and for the year ended March 31, 2020, we have audited the Internal Financial Controls with
reference to Consolidated Financial Statements of Veritas India Limited (‘the Holding
Company’) and its subsidiaries, which are companies incorporated in India, as of that date.

Management’s Responsibility for Internal Financial Controls

The respective Board of Directors of the Holding Company, its subsidiary companies, which
are companies incorporated in India, are responsible for establishing and maintaining internal
financial controls based on the internal financial control with reference to Financial
Statements criteria established by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These
responsibilities include the design, implementation and maintenance of adequate internal
financial controls that were operating effectively for ensuring the orderly and efficient
conduct of its business, including adherence to company’s policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the accuracy and completeness of
the accounting records, and the timely preparation of reliable financial information, as
required under the Companies Act, 2013.

Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s Internal Financial Controls with
reference to Consolidated Financial Statements based on our audit. We conducted our audit in
accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed
to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable
to an audit of internal financial controls. Those Standards and the Guidance Note require that

118
we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether adequate Internal Financial Controls with reference to Financial
Statements was established and maintained and if such controls operated effectively in all
material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the
Internal Financial Controls with reference to Financial Statement and their operating
effectiveness. Our audit of internal financial controls with reference to financial statements
included obtaining an understanding of Internal Financial Controls with reference to
Financial Statements, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed
risk. The procedures selected depend on the auditor’s judgement, including the assessment of
the risks of material misstatement of the Consolidated Financial Statements, whether due to
fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the
other auditors in terms of their reports referred to in the Other Matters paragraph below, is
sufficient and appropriate to provide a basis for our audit opinion on the Company’s Internal
Financial Controls with reference to Financial Statements.

Meaning of Internal Financial Controls with reference to Financial Statements

A company’s Internal Financial Control with reference to Financial Statements is a process

designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of Consolidated Financial Statements for external purposes in accordance
with generally accepted accounting principles. A company’s Internal Financial Control with
reference to Financial Statements includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of Consolidated Financial
Statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorisations of
management and directors of the company; and (3) provide reasonable assurance regarding

119
prevention or timely detection of unauthorised acquisition, use, or disposition of the
company’s assets that could have a material effect on the Consolidated Financial Statements.

Inherent Limitations of Internal Financial Controls with reference to Financial

Statements

Because of the inherent limitations of Internal Financial Controls with reference to Financial
Statements, including the possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may occur and not be detected. Also,
projections of any evaluation of the Internal Financial Controls with reference to Financial
Statements to future periods are subject to the risk that the Internal Financial Control with
reference to Financial Statements may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Holding Company, its subsidiary companies, which are companies
incorporated in India, have, in all material respects, an adequate Internal Financial Controls
system with reference to Financial Statements and such Internal Financial Controls with
reference to Financial Statements were operating effectively as on March 31, 2020, based on
the Internal Control with reference to Financial Statements criteria established by the Holding
Company considering the essential components of internal control stated in the Guidance
Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute
of Chartered Accountants of India (ICAI).

Other Matters

Our aforesaid report under section 143(3)(i) of the Act on the adequacy and operating
effectiveness of the Internal Financial Controls with reference to Financial Statements insofar
as it relates to three subsidiaries, which are companies incorporated in India, is based on the
corresponding reports of the auditors of such companies incorporated in India. One Indian
subsidiary is consolidated on management account basis and hence, we are unable to
comment on the adequacy and operating effectiveness of IFC in that subsidiary. Further, the

120
Company has three overseas subsidiaries where Internal Financial Controls with reference to
Financial Statements are not applicable.

For M.P. Chitale & Co.

Chartered Accountants
ICAI FRN.101851W

Sd/- :
Ashutosh Pednekar
Partner
ICAI Membership No. 041037
UDIN 20041037AAAACS4316

Place: Mumbai
Date: July 31, 2020

121
 VERITAS (INDIA) LIMITED
Consolidated Balance Sheet As At 31st March 2020
CIN : L23209MH1985PLC035702
(Amount in Rs.)
As at As at
Notes
31 March 2020 31 March 2019

ASSETS
1 Non-Current Assets
(a) Property, Plant and Equipment 3 20,384,849,337 18,955,511,549
(b) Capital Work-in-Progress 3 3,336,682,446 3,309,765,287
(c) Financial Assets
(i) - Investments 4 5,510,789 6,927,274
(d) Deferred tax assets (Net) 15 4,795,129 -
(e) Other Non - Current Assets 5 42,184,337 63,895,518
Total Non Current Assets 23,774,022,038 22,336,099,628

2 Current Assets
(a) Inventories 6 1,611,659 1,207,122,306
(b) Financial Assets
(i) - Trade Receivables 7 8,648,410,161 5,392,001,504
(ii) - Cash and Cash Equivalents 8 420,397,532 721,155,302
(iii) - Loans 9 94,269,786 83,968,493
(c) Other Current Assets 10 11,577,062 42,329,491
Total Current Assets 9,176,266,199 7,446,577,095

Total Assets 32,950,288,237 29,782,676,723

EQUITY AND LIABILITIES

Equity
1 (a) Equity Share Capital 11 26,810,000 26,810,000
(b) Other Equity 12 18,864,458,510 16,943,846,267
Total Equity 18,891,268,510 16,970,656,267

Liabilities

2 Non-Current Liabilities
(a) Financial Liabilities
(i) - Borrowings 13 2,988,947,750 3,850,983,246
(iii) - Other Financial Liabilities 14 4,492,795,706 3,121,422,686
(b) Provisions 15 6,955,378 859,468
(c) Deferred Tax Liabilities (Net) 28 - 10,174,118
Total Non Current Liabilities 7,488,698,835 6,983,439,517

3 Current Liabilities
(a) Financial Liabilities
(i) - Borrowings 16 - -
(ii) - Trade Payables 17 5,282,305,307 4,007,879,585
(iii) - Other Financial Liabilities 18 1,260,759,815 1,776,857,280
(b) Other current liabilities 19 6,212,495 9,905,101
(C) Provisions 20 15,313,334 28,502,719
(d) Current Tax Liabilities (Net) 21 5,729,940 5,436,252

Total Current Liabilties 6,570,320,892 5,828,580,937

Total Equity and Liabilties 32,950,288,237 29,782,676,723

The accompanying notes forms integral part of the Financial Statements 1& 2

As per our report of even date attached

For M.P.Chitale & Co. For and on behalf of the Board of Directors
Chartered Accountants
Firm Regd. No.: 101851W
SD/- SD/-
Nitin Kumar Didwania Praveen Bhatnagar
Director Director
SD/- DIN : 00210289 DIN : 01193544
Ashutosh Pednekar
Partner
Membership No.: 041037
SD/- SD/-
Place: Mumbai Rajaram Shanbhag Prasad Oak
Date: July 31, 2020 Chief Financial Officer Company Secretary

122
 VERITAS (INDIA) LIMITED
Consolidated Statement of Profit and Loss Account for the Year Ended 31st March 2020
CIN : L23209MH1985PLC035702
(Amount in Rs.)

For the year ended For the year ended

Notes
31 March 2020 31 March 2019

I Revenue From Oprations 22 20,368,461,503 18,757,024,439

II Other Income 23 497,050,871 122,495,819

III Total Income (I+II) 20,865,512,374 18,879,520,257

IV Expenses
Purchase of Stock-in-Trade 17,440,911,398 18,507,540,495
Changes in Inventories of Stock-in-Trade 1,205,510,647 (1,059,738,265)
Emloyee Benefit Expenses 24 116,600,340 81,086,176
Depreciation and Amortisation Expenses 3 301,201,606 248,809,624
Finance Costs 25 347,528,031 505,733,080
Other Expenses 26 229,471,688 131,558,768

Total Expenses (IV) 19,641,223,709 18,414,989,878

V Profit/ (loss) before tax (III-IV) 1,224,288,664 464,530,380

VI Tax Expense :
a) Current tax 27 21,387,438 29,140,705
b) Deferred tax 28 (14,969,247) 153,439
c) Mat credit (7,451,075) -
d) Adjustment of Earlier Years 27 2,452,665 1,710

Total Tax Expense (VI) 1,419,780 29,295,854

VII Profit/ (loss) for the period (V-VI) 1,222,868,884 435,234,525

VIII Other Comprehensive Income

- Items that will not be reclassified to profit or loss (807,934) (614,367)
- Income tax relating to items that will not be reclassified to profit or 230,777 136,537
loss
Items that will reclassified to profit or loss
Exchange differences on translating foreign operations 369,319,267 -
Total Comprehensive Income for the period (VIII) 368,742,110 (477,830)

IX Total Comprehensive Income for the period ( VII+VIII) 1,591,610,994 434,756,696

X Earnings per equity share

a) Basic 30 45.61 16.23
b) Diluted 30 45.61 16.23
The accompanying notes forms integral part of the Financial Statements
As per our report of even date attached

For M.P.Chitale & Co. For and on behalf of the Board of Directors
Chartered Accountants
Firm Regd. No.: 101851W
SD/- SD/-
Nitin Kumar Didwania Praveen Bhatnagar
Director Director
SD/- DIN : 00210289 DIN : 02000411
Ashutosh Pednekar
Partner
Membership No.: 041037
SD/- SD/-
Place: Mumbai Rajaram Shanbhag Prasad Oak
Date: July 31, 2020 Chief Financial Officer Company Secretary

123
 VERITAS (INDIA) LIMITED
Consolidated Statement of Cash Flows for the year ended 31st March, 2020
CIN : L23209MH1985PLC035702
(Amount in Rs.)
Particulars
For the year ended 31 March 2020 For the year ended 31 March 2019

A Cash Flow From Operating Activities

Profits before Tax 1,224,288,664 464,530,380

Add/(Less):
Depreciation and Amortisation Expenses 301,201,606 248,809,624
Effect of exchange differences on translation of Assets and
Liabilities (513,044,788) 162,354,950
Interest & Finance Charges 347,528,031 505,733,080
Items that will not be reclassified to profit or loss (807,934) -
Fair Valuation of Investments 1,416,485 (17,192)
Loss on sale of Wind Mill 6,196,113 -

142,489,513 916,880,462

Operating Profit before working Capital Changes 1,366,778,177 1,381,410,841

Working Capital Changes

(Increase)/Decrease in Inventories 1,205,510,647 (1,059,738,265)
(Increase)/Decrease in Non current Provision 6,095,910 -
(Increase)/Decrease in Trade Receivables (3,256,408,657) 1,269,972,097
(Increase)/Decrease in Loans and Advances (10,301,293) 58,617,183
(Increase)/Decrease in Other Current Assets 30,752,429 (15,687,663)
(Increase)/Decrease in Other Non Current Assets 21,956,799 (7,662,886)
Increase/(Decrease) in Non current Other Financial Liabilities 1,371,373,020 (936,186,688)
Increase/(Decrease) in Trade Payables 1,274,425,722 1,486,379,438
Increase/(Decrease) in Other Financial Liabilities (516,097,465) -
Increase/(Decrease) in Other Current Liabilities (3,692,607) 104,419,198
Increase/(Decrease) in Provision (13,189,384) 6,951,234
(Increase)/Decrease in Working Capital 110,425,122 907,063,648

Cash Generated from Operating Activities 1,477,203,299 2,288,474,490

Tax Paid (23,792,039) (33,664,218)

(23,792,039) (33,664,218)

Cash Used (-)/(+) generated for operating activities (A) 1,453,411,260 2,254,810,272

B Cash Flow From Investing Activities

Addition to Fixed Assets (879,371,705) (10,624,835,310)
Sale of Fixed Assets 25,000,252 -
Addition to Capital Work in Progress (26,917,159) 9,853,357,167
Dividend Received - -

Net Cash Used in Investing Activities ( B ) (881,288,611) (771,478,143)

C Cash Flow From Financing Activities

(Repayment of)/Proceeds from Short Term Borrowings - (3,946,331,651)
Repayments of Long Term Borrowings (862,035,496) (789,606,575)
Proceeds From Quasi Equity in Hazel International FZE 338,023,604 3,902,175,973
Interest Paid (347,528,031) (505,733,080)
Surplus on closure of LLP - 6,700,643
Dividend Paid (1,340,500) (1,340,500)

Net Cash Used in Financing Activities ( C ) (872,880,423) (1,334,135,190)

D Net Increase (+)/ Decrease (-) in cash and cash equivalent (300,757,774) 149,196,938
Cash equivalent ( A+B+C)

Cash and Cash Equivalent Opening Balance 721,155,302 571,958,362

Cash and Cash Equivalent Closing Balance 420,397,532 721,155,302

124
 Closing Balances represented by:
Cash and Bank Balances
Cash and Cash Equivalents
(i) Balances with Banks 19,294,444 143,907,480
(ii) Cash on Hand 722,301 832,414

Other Bank Balances

(i) Earmarked Balances with Banks 2,035,482 1,702,601
(ii) Against Margin Money for SBLC 398,345,304 574,712,807
420,397,532 721,155,302

The accompanying notes forms integral part of the Financial Statements

As per our report of even date attached

For M.P.Chitale & Co. For and on behalf of the Board of Directors
Chartered Accountants
Firm Regd. No.: 101851W
SD/- SD/-
Nitin Kumar Didwania Praveen Bhatnagar
Director Director
SD/- DIN : 00210289 DIN : 02000411
Ashutosh Pednekar
Partner
Membership No.: 041037
SD/- SD/-
Place: Mumbai Rajaram Shanbhag Prasad Oak
Date: July 31, 2020 Chief Financial Officer Company Secretary

125
 VERITAS (INDIA) LIMITED
Consolidated Statement of Changes in Equity as on 31st March, 2020
(Amount in Rs.)
A EQUITY SHARE CAPITAL

Particular March 31,2020 March 31,2019

Outstanding at the beginning of the year 26,810,000 26,810,000
Changes in Equity Share Capital during the
Financial Year - -
Outstanding at the end of the year 26,810,000 26,810,000
(Amount in Rs.)
B. OTHER EQUITY

Reserves and Surplus Other Reserves

Securities
Particulars Quasi Equity in Hazel Total
Premium Retained Earnings Total Other Comprehensive Income Total
International FZE
Reserve

Foreign Currency Other Item of other

Translation Comprehensive
Reserve Income/ (loss)
Balance as at April 1, 2018
Balance at the beginning of the reporting
period i.e. 1st April, 2018 9,317,768,750 3,070,850,470 12,388,619,220 49,686,728 414,725 - 50,101,453 12,438,720,673
Profit for the year - 435,234,525 435,234,525 162,354,950 - - 162,354,950 597,589,475
Other items (Acturial Gain/ (Loss) - - - - - - -
Dividends - (1,340,500) (1,340,500) - - - - (1,340,500)
Others - 6,749,576 6,749,576 (48,930) - 3,902,175,973 3,902,127,043 3,908,876,618
Transfers to / (from) Retained Earnings - - - - - - -
Transfers from Capital Reserves - - - - - - - -
Balance at the end of the reporting period i.e. 9,317,768,750 3,511,494,071 12,829,262,821 211,992,748 414,725 3,902,175,973 4,114,583,447 16,943,846,267
31st March, 2019

Reserves and Surplus Other Reserves

Securities
Particulars Quasi Equity in Hazel Total
Premium Retained Earnings Total Other Comprehensive Income Total
International FZE
Reserve

Foreign Currency Other Item of other

Translation Comprehensive
Reserve Income/ (loss)
Balance as at April 1, 2019
Balance at the beginning of the reporting 9,317,768,750 3,511,494,071 12,829,262,821 211,992,750 414,725 3,902,175,973 4,114,583,448 16,943,846,264
period i.e. 1st April, 2019
Profit for the year - 1,222,868,884 1,222,868,884 369,319,267 - - 369,319,267 1,592,188,151
Mat Credit (7,451,075) (7,451,075) - (7,451,075)
Other items (Acturial Gain/ (Loss) - - - - (807,934) - (807,934) (807,934)
Dividends - (1,340,500) (1,340,500) - - - - (1,340,500)
Others - - - - - 338,023,604 338,023,604 338,023,604
Transfers to / (from) Retained Earnings - - - - - - -
Balance at the end of the reporting period i.e. 9,317,768,750 4,725,571,379 14,043,340,129 581,312,017 (393,209) 4,240,199,576 4,821,118,384 18,864,458,510
31st March, 2020
The accompanying notes forms integral part of the Financial Statements

As per our report of even date attached

For M.P.Chitale & Co. For and on behalf of the Board of Directors
Chartered Accountants
Firm Regd. No.: 101851W
SD/- SD/-
Nitin Kumar Didwania Praveen Bhatnagar
Director Director
SD/- DIN : 00210289 DIN : 02000411
Ashutosh Pednekar
Partner
Membership No.: 041037

SD/- SD/-
Place: Mumbai Rajaram Shanbhag Prasad Oak
Date: July 31, 2020 Chief Financial Officer Company Secretary

126
 VERITAS (INDIA) LIMITED
Notes to Consolidated Financial Statements for the year ended 31st March, 2020

1 Corporate Information
Veritas (India) Limited ("The Company") is a Listed Public entity incorporated in India. It has Four subsidiaries
incorporated in India and Three subsidiaries incorporated out of India. The Subsidiaries are wholly owned. The
Company and the subsidiaries are reffered to as "The Group". The company is in the business of International Trade
& Distribution of Polymers, Paper & Paper Boards, Rubber, Heavy Distillates, Chemicals, Development of
Software,Agricultural Activities, Manufacture of Ceramic products, etc. The Company is also engaged in generation
of Wind Energy.

Note on Covid
In March 2020, the World Health Organization (WHO) declared COVID-19 as a global pandemic. The basic
presumption contained in the Financial Statements is that the Company will continue its operations for the
foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of its
operations. The said presumption has been made due to the fact that given the nature of its operations and the
products handled the Company is expected to be able to generate sufficient cash flows and access funds in the
future. Although, the financial effect of the current crisis on the global economy and overall business activities
cannot be estimated with reasonable certainty at this stage, due to inability to reliably predict the outcome of the
pace at which the outbreak expands and the high level of uncertainties arising therefrom, the management has
considered all available information about the future, which was obtained after March 31, 2020, including the
impact of the COVID-19 outbreak on customers, vendors and staff, as well as actual and projected foreseeable
impact from various factors. The management has concluded that there has been no significant impact on the
Company’s profitability position, fair value estimates and this COVID-19 event is not expected to have an immediate
material impact on the business operations. However, Management will continue to monitor the situation closely
and will assess the need for additional measures in case the period of disruption becomes prolonged.

2 Significant Accounting Policies

2.1 Compliance with Ind AS
The Group's financial statements have been prepared in accordance with the provisions of the Companies Act, 2013
and the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules,
2015 as amended from time to time.
These financial statements include the balance sheet, the statement of profit and loss, the statement of changes in
equity and the statement of cash flows and notes, comprising a summary of significant accounting policies and
other explanatory information–and comparative information in respect of the preceding period.

2.2 Basis of Accounting

The Group maintains its accounts on accrual basis following the historical cost convention except certain financial
instruments that are measured at fair values in accordance with Ind AS.
Fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the fair
value measurements are observable and the significance of the inputs to the fair value measurement in its entirety,
which are described as follows:

Level I inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that entity can access
at measurement date
Level II inputs are inputs, other than quoted prices included in Level 1, that are observable for the asset or liability,
either directly or indirectly; and

Level III inputs are unobservable inputs for the asset or liability

2.3 Presentation of financial statements

The financial statement are prepared and presented in the format prescribed in Division II – IND AS Schedule III
(“Schedule III”) to the Companies Act, 2013.
Disclosure requirements with respect to items in the financial statements, as prescribed in Schedule III to the Act,
are presented by way of notes forming part of accounts along with the other notes required to be disclosed under
the notified Accounting Standards.
Amounts in the financial statements are presented in Indian Rupees in line with the requirements of Schedule III.
Per share data are presented in Indian Rupees to two decimals places.

127
 VERITAS (INDIA) LIMITED
Notes to Consolidated Financial Statements for the year ended 31st March, 2020

a). Property, Plant and Equipment (PPE)

Property, Plant and Equipment are stated at cost, net of recoverable taxes, trade discount and rebates less
accumulated depreciation and impairment losses, if any. Such cost includes purchase price, borrowing cost
and any cost directly attributable to bringing the assets to its working condition for its intended use.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to the
entity and the cost can be measured reliably.
Depreciation on all Property, Plant and Equipment is provided based on useful life prescribed in Schedule II of
the Companies Act, 2013 under Straight Line Method.

PPE not ready for the intended use on the date of the Balance Sheet is disclosed as “capital work-in-progress”.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed
at each financial year end and adjusted prospectively, if appropriate.

Gains or losses arising from derecognition of a property, plant and equipment are measured as the difference
between the net disposal proceeds and the carrying amount of the asset and are recognised in the Statement
of Profit and Loss when the asset is derecognised.
Type of Asset with Useful Life
Type of Asset Life

Leasehold Land Over the Lease Period

Plant and Machinery used in windpower generation 22 Years
Other Plant and Machinery 15 Years
Office Equipment 5 Years
Computer Equipment's 3 Years
Furniture and Fixtures 10 Years
Vehicle 8 Years

b). Capital work-in-progress

Capital work-in-progress is stated at cost less any identified impairment loss.All expenditures connected with
specific assets during the installation and construction period are carried under capital work-in-progress.
These are transferred to property,plant and equipment as and when they are available for use. All those
expenditures which are not connected with any specific assets during the construction phase of the project
are carried under pre-operating expenses.Once the project is completed,these expenditures will be allocated
to the specific assets.
Pre-operating expenses
All those expenditures which are not connected with any specific assets during the construction phase of the
project are carried under capital work-in-progress(pre-operatingexpenses). Once the project is completed,
these expenditures will be allocated to the specific assets.

c). Leases
i Leases
The Company has adopted Ind AS 116 'Leases' with the date of initial application being April 1, 2019 and has
reassessed the existing lease contracts on the date of initial application date, i.e. 01.04.2019 for application of
Ind AS 116. The Company has applied Ind AS 116 using the modified retrospective approach, under which the
cumulative effect of initial application is recognised in retained earnings at April 1, 2019. As a result, the
comparative information has not been restated. As permitted by para C8(c)(ii) of Ind AS 116, at the date of
initial application, the right to use asset has been measured at an amount equal to the lease liability, adjusted
by the amount of any prepaid or accrued lease payments relating to that lease recognised in the balance sheet
immediately before the date of initial application. As a result there is no cumulative effect of initial application
which is required to be recognised in retained earnings at April 1, 2019.

128
 VERITAS (INDIA) LIMITED
Notes to Consolidated Financial Statements for the year ended 31st March, 2020

As Lessee
The Company, as lessee has recognised lease liabilities and right-of-use assets, has applied the following
approach to all of its leases (a) measured the lease liability at the date of transition to Ind AS by measuring
that lease liability at the present value of the remaining lease payments and discounted using the lessee’s
incremental borrowing rate at the date of transition to Ind AS 116. Lease arrangements entered during the
year are measured at incremental borrowing rate computed at the beginning of the year. Lease liabilities are
re-measured with a corresponding adjustment to the related right of use asset if there is change to its
assessment whether it will exercise an extension or a termination option. (b) Right Of Use assets are
recognized and measured at cost, consisting of initial measurement of lease liability plus any lease payments
made to the lessor at or before the commencement date less any lease incentives received, initial estimate of
restoration costs and any initial direct costs incurred by lessee. They are subsequently measured at cost less
accumulated depreciation and impairment losses. Right of Use Assets are depreciated from the
commencement date on a straight- line basis over the shorter of the lease term or useful life of the underlying
asset. They are evaluated for recoverability whenever events or changes indicate that their carrying amounts
may not be recoverable.

Short-term leases and leases of low-value assets:

The Company has not applied Ind AS 116 to Short Term Leases, which are defined as leases with a lease term
of 12 months or less and leases of low-value assets. The Company recognises the lease payments associated
with these leases as an expense over the lease term.
As a Lessor
Leases for which the company is a lessor is classified as a finance or operating lease. Whenever the terms of
the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as
a finance lease. All other leases are classified as operating leases.
When the Company is an intermediate lessor, it accounts for its interest in the head lease and the sublease
separately. The sublease is classified as a finance or operating lease by reference to the right-of-use asset
arising from the head lease.
For operating leases, rental income is recognized on a straight line basis over the term of the relevant lease.

d). Intangible Assets and Amortisation

Intangible Assets are stated at cost of acquisition less accumulated amortisation /depletion and impairment
loss, if any.
Such cost includes purchase price, borrowing costs, and any cost directly attributable to bringing the asset to
its working condition for the intended use, net charges on foreign exchange contracts and adjustments arising
from exchange rate variations attributable to the intangible assets.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to the
entity and the cost can be measured reliably.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the
net disposal proceeds and the carrying amount of the asset and are recognised in the Statement of Profit and
Loss when the asset is derecognised.

Intangible assets of the company comprises of Software which is amortized over a period of 5 years.

e). Borrowing Costs

Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying
asset are capitalised during the period of time that is required to complete and prepare the asset for its
intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready
for their intended use or sale.

f). Inventories
Items of inventories are measured at lower of cost or net realisable value after providing for obsolescence, if
any. Cost of inventories comprises of cost of purchase and other overheads net of recoverable taxes incurred
in bringing them to their respective present location and condition. The valuation of inventories is done on
FIFO (first-in-first-out) Method

129
 VERITAS (INDIA) LIMITED
Notes to Consolidated Financial Statements for the year ended 31st March, 2020

g). Impairment of Non Financial Assets

Assets are tested for impairment whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s
carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value
less costs of disposal and value in use.

h). Provisions & Contingencies

Provisions are recognised when the Company has a present legal or constructive obligation as a result of past
events for which it is probable that an outflow of resources will be required to settle the obligation and the
amount can be reliably estimated as at the balance sheet date.
A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that
may, but will probably not, require an outflow of resources. information on contingent liabilities is disclosed in
the notes to financial statements unless the possibility of an outflow of resources embodying economic
benefit is remote.
A contingent asset is neither recognised in the financial statements nor disclosed in the financial statements.

i). Employee Benefit Expenses

(i). Short Term Employee Benefits

All Employee Benefits payable wholly within twelve month of rendering the service are classified as Short
Term Employee Benefits and they are recognised in the period in which the employee renders the related
service.
The undiscounted amount of short term employee benefits expected to be paid in exchange for the services
rendered by employees are recognised as an expense during the period when the employees render the
services.

(ii). Post Employment Benefits

Defined Contribution Plans
A defined contribution plan is a post-employment benefit plan under which the Company makes specified
monthly payments to Employee State Insurance Scheme, Provident Fund Scheme and Government
administered Pension Fund Scheme for all applicable employees. The Company’s contribution is recognised as
an expense in the Statement of Profit and Loss during the period in which the employee renders the related
service.

Defined Benefit Plans

Gratuity liability is a defined benefit obligation which is provided for on the basis of an actuarial valuation on
Projected Unit cost method made at the end of each financial year. Actuarial gains/(losses) are recognised
directly in other comprehensive income. This benefit is presented according to present value after deducting
the fair value of the plan assets. The Company determines the net interest on the net defined benefit liability
(asset) in respect of a defined benefit by multiplying the net liability (asset) in respect of a defined benefit by
the discount rate used to measure the defined benefit obligation as they were determined at the beginning of
the annual reporting period.

Re-measurement of defined benefit plans in respect of post-employment are charged to the Other
Comprehensive Income.
Accumulated leave is treated as short-term employee benefit. The Company measures the expected cost of
such absences as the additional amount that it expects to pay as a result of the unused entitlement that has
accumulated at the reporting date.
Other Long Term Employee Benefits
The employees of the company are entitled to compensated absences which are both accumulating and non-
accumulating in nature. The expected cost of accumulating compensated absences is determined by actuarial
valuation using projected unit credit method.

130
 VERITAS (INDIA) LIMITED
Notes to Consolidated Financial Statements for the year ended 31st March, 2020

j). Tax Expenses

The tax expense for the period comprises Current and Deferred Tax. Tax is recognised in Statement of Profit
and Loss, except to the extent that it relates to items recognised in the comprehensive income or in equity. In
which case, the tax is also recognised in other comprehensive income or equity.
Current Tax
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the
taxation authorities, based on tax rates and laws that are enacted or substantively enacted at the Balance
sheet date.
Minimum Alternative tax (MAT) Credit is recognised as an asset only when and to the extent there is
convincing evidence that the company will pay Income Tax under the normal provisions during the specified
period, resulting in utilisation of MAT Credit. In the year in which the MAT Credit becomes eligible to be
recognised as an asset in accordance with the recommendations contained in Guidance Note issued by the
Institute of Chartered Accountants' of India, the said asset is created by way of a credit to the Statement of
Profit and Loss and shown as MAT Credit Entitlement. Company reviews the same at each Balance Sheet date
and writes down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing
evidence to the effect that the Company will utilise MAT Credit during the specified period.
For Subsidiaries,Income taxes currently payable are provided for in accordance with existings legislation of the
various Countries in which the company operates.
Deferred Tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in
the standalone financial statements and the corresponding tax bases used in the computation of taxable
profit.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in
which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or
substantively enacted by the end of the reporting period. The carrying amount of Deferred tax liabilities and
assets are reviewed at the end of each reporting period.

k). Foreign Currency

Functional and presentation currency
The financial statements of the Company are presented using Indian Rupee (INR) i.e. currency of the primary
economic environment in which the entity operates (‘the functional currency’).
Transactions and balances
Foreign currency transactions are translated into the respective functional currency using the exchange rates
at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at
year end exchange rates are recognised in profit or loss.
translated at the exchange rate prevailing on the balance sheet date and exchange gains and losses arising on
settlement and restatement are recognised in the statement of profit and loss.

l). Revenue Recognition

The Company has recognised revenue pursuant to a contract (other than a contract listed in paragraph 5 of
Ind AS 115) only if the counterparty to the contract is a customer. A customer is a party that has contracted
with an entity to obtain services that are an output of the entity’s ordinary activities in exchange for
consideration.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company
and the revenue can be reliably measured. Escalation and other claims, which are not
ascertainable/acknowledged by customers, are not taken into account. Revenue is measured at the fair value
of the consideration received or receivable, net of returns and allowances, trade discounts and volume
rebates.

131
 VERITAS (INDIA) LIMITED
Notes to Consolidated Financial Statements for the year ended 31st March, 2020

Criteria for recognition of revenue are as under:

a) Sale of Goods
Revenue from the sale of goods is recognised when the goods are delivered and titles have passed, at which
time all the following conditions are satisfied:
(i) significant risks and rewards of ownership of the goods are transferred to the buyer;
(ii)Company retains neither continuing managerial involvement to the degree usually associated with
ownership nor effective control over the goods sold;
(iii) it is probable that economic benefits associated with transaction will flow to the Company; and
(iv)amount of revenue can be measured reliably;
b) In cases where trade contracts provide for crystallization of price or for price adjustment on a subsequent
date, corresponding purchase and sales are recognized on the basis of expected settlement price and any
differential determined subsequently is accounted for at the time of final settlement.

c) Interest income is recognized on a time proportion basis taking into account amount outstanding and
applicable interest rate.

d) Dividend is recognised when the company’s right to receive the payment is established, which is generally
when shareholders approve the dividend.

e) Sale of Electricity
Income from sale of electricity is recognized as per the terms and conditions of the agreement with the
Customer.

m). Financial Instruments

(i). Financial Instruments

Initial Recognition

Financial instruments i.e. Financial assets and financial liabilities are recognised when the Company becomes a
party to the contractual provisions of the instruments. Financial instruments are initially measured at fair
value. Transaction costs that are directly attributable to the acquisition or issue of financial instruments (other
than financial instruments at fair value through profit or loss) are added to or deducted from the fair value of
the financial instruments, as appropriate, on initial recognition. Transaction costs directly attributable to the
acquisition of financial instruments assets or financial liabilities at fair value through profit or loss are
recognised in profit or loss.

Subsequent Measurement
Financial assets
All recognised financial assets are subsequently measured at amortized cost except financial assets carried at
fair value through Profit and loss (FVTPL) or fair value through other comprehensive income (FVOCI).

a) Equity investments (other than investments in subsidiaries, associates and joint venture)
All equity investments falling within the scope of Ind-AS 109 are mandatorily measured at Fair Value Through
Profit and Loss (FVTPL) with all fair value changes recognized in the Statement of Profit and Loss.

The Company has an irrevocable option of designating certain equity instruments as FVOCI. Option of
designating instruments as FVOCI is done on an instrument-by-instrument basis. The classification made on
initial recognition is irrevocable.

132
 VERITAS (INDIA) LIMITED
Notes to Consolidated Financial Statements for the year ended 31st March, 2020

If the Company decides to classify an equity instrument as FVOCI, then all fair value changes on the instrument
are recognized in Statement of Other Comprehensive Income (SOCI). Amounts from SOCI are not
subsequently transferred to profit and loss, even on sale of investment.
b) Derecognition

A financial asset is primarily derecognized when the rights to receive cash flows from the asset have expired,
or the Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to
pay the received cash flows in full without material delay to a third party under a pass-through arrangement;
and with that a)the Company has transferred substantially all the risks and rewards of the asset, or b) the
Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has
transferred control of the asset.

c) Impairment of financial assets

The Company applies the expected credit loss model for recognising allowances for expected credit loss on
financial assets measured at amortised cost and those carried at fair value through Other Comprehensive
Income.

Financial Liabilities
Classification
Financial liabilities and equity instruments issued by the Company are classified according to the substance of
the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

Subsequent Measurement
Loans and borrowings are subsequently measured at Amortised costs using Effective Interest Rate (EIR),
except for financial liabilities at fair value through profit or loss. Amortised cost is calculated by taking into
account any discount or premium on acquisition and fees or costs that are an integral part of the EIR.
Amortisation is included as a part of Finance Costs in the Statement of Profit and Loss
Financial liabilities recognised at FVTPL, shall be subsequently measured at fair value.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

Offsetting financial instruments

Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a
legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or
realise the asset and settle the liability simultaneously.
Re-classification of financial instruments
The Company determines classification of financial assets and liabilities on initial recognition. After initial
recognition, no reclassification is made for financial assets which are equity instruments and financial
liabilities. For financial assets which are debt instruments, a reclassification is made only if there is a change in
the business model for managing those assets. Changes to the business model are expected to be infrequent.
The Company’s senior management determines change in the business model as a result of external or
internal changes which are significant to the Company’s operations. Such changes are evident to external
parties. A change in the business model occurs when the Company either begins or ceases to perform an
activity that is significant to its operations. If the Company reclassifies financial assets, it applies the
reclassification prospectively from the reclassification date which is the first day of the immediately next
reporting period following the change in business model. The Company does not restate any previously
recognised gains, losses (including impairment gains or losses) or interest. The Company has not reclassified
any financial asset during the current year or previous year.

n). Cash and Cash Equivalents

Cash and Cash Equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits
with an original maturity of 12 months or less, which are subject to an insignificant risk of changes in value.

133
 VERITAS (INDIA) LIMITED
Notes to Consolidated Financial Statements for the year ended 31st March, 2020

o). Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity
shareholder by the weighted average number of equity shares outstanding during the period.
For the purpose of calculating diluted earnings per share, the net profit after tax for the period attributable to
equity shareholders and the weighted average number of equity shares outstanding during the period are
adjusted for the effects of all dilutive potential equity shares.

p). Segment Reporting

Based on “Management Approach” as defined in Ind AS 108 -Operating Segments, the Chief Operating
Decision Maker evaluates the Company’s performance and allocates the resources based on an analysis of
various performance indicators by business segments. The Company concludes that it operates under four
reporting segment viz (a) Trading, Distribution and Development and (b) Wind power genration (c)
Manufacturing (d) Wharehouseing. the secondary reporting segment is geographical segment based on
location of customer viz domestic and overseas.
Unallocable items includes general corporate income and expense items which are not allocated to any
business segment.

Segment Policies
The Company prepares its segment information in conformity with the accounting policies adopted for
preparing and presenting the standalone financial statements of the Company as a whole. Common allocable
costs are allocated to each segment on an appropriate basis.
q). Derivative financial instruments
The company uses derivative financial instruments to manage its exposure to interest rate risk.Derivatives are
initially recognized at fair value as the date of derivative contract is entered into and are subsequently
remeasured to their fair value at the end of each reporting date.The resulting gain or loss is recognized in the
income statement immediately,unless the derivative is designated and effective as a hedging instrument,in
which event the recognition in the income statement depends on the nature of the hedge relationship.A
derivative with a positive fair value is recognized as a financial asset:a derivative it a negative fair value is
recognized as a financial liability.

Hedge Accounting
The company designates certain hedging instruments as either fair value hedges or cashflow hedges.Hedges of
interest rate risk and foreign exchange risk on firm commitments are accounted on cashflow hedges.

As at 31 March 2020,the company has an interest rate swap contract which is classified as derivative financial
assets at fair value through profit and loss.
r). Key Sources of Estimation Uncertainty
The Entity Management set out the entity's overall business strategies and its risk management policy. The
Entity's overall financial risk management program seeks to minimize potential adverse effects on the financial
performance of the entity. The entity policies include financial risk management policies covering specific area,
such as market risk (including foreign exchange risk, interest risk, liquidity risk and credit risk). Periodic
reviews are undertaken to ensure that the entity's policy guidelines are complied with.

There has been no change to the entity's exposure to the financial risks or the manner in which it manages
and measures the risk.

Key estimates and assumptions

The preparation of the financial statements in conformity with Ind AS requires the Management to make
estimates and assumptions that impact the reported amount of assets, liabilities, income, expenses and
disclosure of contingent liabilities as at the date of the financial statements. The estimates and assumptions
used in the accompanying financial statements are based upon management’s evaluation of the relevant facts
and circumstances as on the date of the financial statements. Actual results may differ from the estimates and
assumptions used in preparing the accompanying financial statements. Difference between the actual and
estimates are recognised in the period in which they actually materialise or are known. Any revision to
accounting estimates is recognised prospectively. Management believes that the estimates used in
preparation of Financial Statements are prudent and reasonable.

134
 VERITAS (INDIA) LIMITED
Notes to Consolidated Financial Statements for the year ended 31st March, 2020

3. PROPERTY, PLANT AND EQUIPMENT - CURRENT YEAR

(Amount in Rs.)
Cost of Deemed cost Accumulated depreciation/Amortization. Carrying Amount
Impact Impact
Description As at 31st March, As at 31st March, As at 31st As at 31st As at 31st March, As at 31st March,
Additions Deletions on Additions Deletions on
2019 2020 March, 2019 March, 2020 2020 2019
Translation Translation
Tangible Assets
Freehold Land 8,489,504,650 - (1,200,000) - 8,488,304,650 - - - 8,488,304,650 8,489,504,650
Leasehold Land 30,559,457 - - - 30,559,457 730,933 1,016,324 - 1,747,257 28,812,200 29,828,524
Plant and Machinery 10,632,477,588 252,772,495 (25,345,743) 916,099,744 11,776,004,084 250,247,638 263,470,462 4,650,622 35,445,024 553,813,746 11,222,190,339 10,382,229,950
Computers Systems 1,993,902 251,000 - 2,244,902 1,790,172 188,882 - 1,979,054 265,848 203,730
Furniture & Fixtures 38,107,956 - (259,196) 2,904,807 40,753,567 2,691,799 3,729,529 (259,196) 303,550 6,465,682 34,287,885 35,416,157
Motor Vehicles 18,093,092 - (36,747) 1,300,426 19,356,771 3,282,325 2,134,937 (36,747) 199,144 5,579,660 13,777,111 14,810,767
Office Equiptments 4,572,223 - - - 4,572,223 1,610,637 555,208 - 2,165,845 2,406,378 2,961,586
Right to use Assets 626,348,210 - 626,348,210 29,686,012 1,857,272 31,543,284 594,804,926 -
Total Tangible Assets 19,215,308,868 879,371,705 (26,841,686) 920,304,977 20,988,143,865 260,353,504 300,781,354 4,354,679 37,804,991 603,294,528 20,384,849,337 18,954,955,364

Intangible Assets
Goodwill 135,936 - - - 135,936 - 135,936 - 135,936 - 135,936
Goodwill on Merger 2,101,270 - - - 2,101,270 1,681,018 420,252 - - 2,101,270 - 420,252
Total Intangible Assets 2,237,206 - - - 2,237,206 1,681,018 420,252 135,936 - 2,237,206 - 556,188

Total Property, Plant and

Equipment 19,217,546,074 879,371,705 (26,841,686) 920,304,977 20,990,381,071 262,034,522 301,201,606 4,490,615 37,804,991 605,531,734 20,384,849,337 18,955,511,552
Previous Year 8,592,290,513 10,624,835,307 - - 19,217,125,820 12,804,650 248,809,624 - - 261,614,272 18,955,511,548 8,579,485,863

Capital Work in Progress 3,312,039,243 30,358,042 - 3,340,441,291 2,273,956 1,484,889 - 3,758,845 3,336,682,446 3,309,765,287
Total Capital Work in
Progress 3,312,039,243 30,358,042 - - 3,340,441,291 2,273,956 1,484,889 - - 3,758,845 3,336,682,446 3,309,765,287
Previous Year 13,163,122,454 2,273,956 9,855,631,123 - 3,309,765,287 - - - - - 3,309,765,287 13,163,122,454

3. PROPERTY, PLANT AND EQUIPMENT - PREVIOUS YEAR

(Amount in Rs.)
Cost of Deemed cost Accumulated depreciation/Amortization. Carrying Amount
Impact Impact
Description As at 31st March, As at 31st March, As at 31st As at 31st As at 31st March, As at 31st March,
Additions Deletions on Additions Deletions on
2018 2019 March, 2018 March, 2019 2019 2018
Translation Translation
Tangible Assets
Freehold Land 8,489,504,650 - - - 8,489,504,650 - - - - - 8,489,504,650 8,489,504,650
Leasehold Land 30,559,457 - - - 30,559,457 380,462 350,471 - - 730,933 29,828,524 30,178,995
Plant and Machinery 56,255,257 10,576,222,331 - - 10,632,477,588 6,810,845 243,436,793 - - 250,247,638 10,382,229,950 49,444,412
Computers Systems 1,945,083 48,819 - - 1,993,902 1,569,456 220,716 - - 1,790,172 203,730 375,627
Furniture & Fixtures 4,300,959 33,806,997 - - 38,107,956 972,646 1,719,153 - - 2,691,799 35,416,157 3,328,313
Motor Vehicles 3,080,856 15,012,236 - - 18,093,092 1,329,694 1,952,631 - - 3,282,325 14,810,767 1,751,162
Office Equiptments 4,827,299 (255,076) - - 4,572,223 901,033 709,604 - - 1,610,637 2,961,586 3,926,266
Total Tangible Assets 8,590,473,561 10,624,835,307 - - 19,215,308,868 11,964,138 248,389,368 - - 260,353,504 18,954,955,364 8,578,509,423

Intangible Assets
Goodwill 135,936 - - - 135,936 - - - - 135,936 135,936
Goodwill on Merger 2,101,270 - - - 2,101,270 1,260,766 420,256 - - 1,681,022 420,248 840,504
Total Intangible Assets 2,237,206 - - - 2,237,206 1,260,766 420,256 - - 1,681,022 556,184 976,440

Total Property, Plant and

Equipment 8,592,710,767 10,624,835,307 - - 19,217,546,074 13,224,904 248,809,624 - - 262,034,526 18,955,511,548 8,579,485,863

Capital Work in Progress 13,163,122,454 2,273,956 9,855,631,123 - 3,309,765,287 - - - - 3,309,765,287 13,163,122,454

Total Capital Work in
Progress 13,163,122,454 2,273,956 9,855,631,123 - 3,309,765,287 - - - - - 3,309,765,287 13,163,122,454

135
 VERITAS (INDIA) LIMITED
Notes to Consolidated Financial Statements for the year ended 31st March, 2020

4 INVESTMENTS - NON CURRENT

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

1 Investments measured at Fair Value through Profit and Loss

Investments in Equity Intruments - Quoted

Investments in others
Vitan Agro Industries Limited - 1,864,000
(CY 4,00,000 Equity Shares of Rs. 1 each)
(PY 4,00,000 Equity Shares of Rs. 1 each)

DB (International) Stock Brokers Limited 4,945,000 4,400,000

(CY 5,00,000 Equity Shares of Rs. 2 each)
(PY 5,00,000 Equity Shares of Rs. 2 each)

Rander Corporation Limited 529,189 528,274

(CY 4,57,38 Equity Shares of Rs. 10 each)
(PY 4,57,38 Equity Shares of Rs. 10 each)

CCL International Limited 36,600 135,000

(CY 15,000 Equity Shares of RS.10 each)
(PY 15,000 Equity Shares of Rs. 10 each)
(PY 15,000 Equity Shares of Rs. 10 each)

Total 5,510,789 6,927,274

5 OTHER NON - CURRENT ASSETS

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Unsecured, Considered Good

Capital Advances 31,457,652 31,339,652
Advance Tax (Net of Provisions) 8,202,057 7,956,440
Advance Gratuity 853,280 -
Security Deposit 409,377 23,316,197
Others 1,261,971 1,283,230

Total 42,184,337 63,895,518

6 INVENTORIES

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

(At Lower of Cost and net realizable value)

Stock In Trade 1,611,659 1,207,122,306
Stock In Transit - -

Total 1,611,659 1,207,122,306

136
 7 TRADE RECEIVABLES

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Trade Receivables
Unsecured Considered Good
Considered Good 8,648,410,161 5,392,001,504
Considered Doubtful 37,021,799 18,653,676
Less : Provision for Expected Credit Loss allowance on
doubtful debts (37,021,799) (18,653,676)
Total 8,648,410,161 5,392,001,504

8 Cash and Cash Equivalents

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Cash and Cash Equivalents

(i) Balances with Banks
In Current Accounts 19,294,444 143,907,480
(ii) Cash on Hand 722,301 832,414

Other Bank Balances

(i) Unpaid Dividend Bank Accounts 2,035,482 1,702,601
(ii) Deposit with maturity for more than 12 months - -

(iii) Deposit with maturity for more than 3 months but less than
12 Months (held as margin money against borrowing)# 398,345,304 574,712,807

Total 420,397,532 721,155,302

420,397,532 721,155,302
Cash and Cash Equivalents as per Statement of Cash Flows

# Represents an amount of USD 29,92,26,529/- held under Debt Service Account as per inter-credit agreement.
Currently there is court attachment on Hazel International FZE (subsidiary) bank accounts and the transactions are routed through Sister concern
# bank accounts

9 LOANS - CURRENT

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Unsecured Considered Good unless otherwise stated

Loans and Advances - -
To Employees 651,596 1,145,154
Others 14,009,100 16,299,920
Security Deposits 79,609,090 66,523,417

Total 94,269,787 83,968,493

137
 10 OTHER CURRENT ASSETS

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Unsecured, Considered Good

Prepaid Expenses 830,410 30,931,884
Advances for Expenses 833,666 -
Advance Gratuity 389,626 2,086,854
Balance with Government Authorities 9,523,360 9,310,753
Total 11,577,062 42,329,491

11 EQUITY SHARE CAPITAL

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Authorised Share Capital

Equity Shares of Rs. 1 each 100,000,000 100,000,000
(CY 10,00,00,000 shares of Rs. 1 each)
(PY 10,00,00,000 shares of Rs. 1 each)
Total 100,000,000 100,000,000

Issued Subscribed and Paid Up

Equity Shares of Rs. 1 each 26,810,000 26,810,000
(CY 2,68,10,000 shares of Rs. 1 each)
(PY 2,68,10,000 shares of RS. 1 each)
Total 26,810,000 26,810,000

11.1 The reconciliation of the number of shares outstanding is set out below :

As at As at
Particulars
31 March 2020 31 March 2019
Equity Shares at the beginning of the year (nos) 26,810,000 26,810,000
Add/Less: Changes in Equity Shares (nos) - -
Equity Shares at the end of the year (nos) 26,810,000 26,810,000

11.2 The details of shareholders holding more than 5% shares :

As at 31st March, 2020 As at 31st March, 2019
Name of the Shareholders
No. of Shares % Holding No. of Shares % Holding
Mr. Nitin Kumar Didwania 9,250,000 34.50 9,250,000 34.50
Ms. Niti Didwania 6,713,100 25.04 6,713,100 25.04
Onix Assets Ltd. 3,000,000 11.19 3,000,000 11.19
Groupe veritas Ltd 1,523,967 5.68 - -
Latitude Consultants Limited 2,600,000 9.70 2,600,000 9.70
Kamalasini Tradelink Pvt Ltd. - - 1,471,300 5.49

11.3 Terms and Rights attached to the Shares

“The Company has issued only one class of equity shares having a par value of INR 1 each. Each equity shareholder is entitled to one vote per share. The
Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders
in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive remaining assets of the Company, after distribution of
all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.”

11.4 Proposed Dividend

The Board of Directors of the Company has proposed dividend at @ 0.05 per equity share for the financial year 2019-2020, which would have been declared
in the Annual General meeeting.

138
 12 OTHER EQUITY

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

(i). Securities Premium

Opening Balance 9,317,768,750 9,317,768,750
Additions / (Transfers) during the year - -
Closing Balance 9,317,768,750 9,317,768,750

(ii). Foreign Currency Translation Reserve

Opening Balance 211,992,748 49,686,728
Additions / (Transfers) during the year 369,319,267 162,354,950
Transfer to holding company capiltal - (48,930)
Closing Balance 581,312,015 211,992,748

(iii). Surplus in Statement of Profit and Loss

Opening Balance 3,511,494,071 3,070,850,470

Add: Profit for the year 1,222,868,884 435,234,525

Less : Mat credit (7,451,075) -
Less: Proposed Final Dividend on Equity
Shares (CY Rs. 0.05 per share)
(PY Rs. 0.05 per share)(PY Rs. Nil per share) (1,340,500) (1,340,500)
Transfer to holding company capiltal - 6,749,576
Closing Balance 4,725,571,380 3,511,494,071

(iv) Other Comprehensive Income 414,725 414,725

Other items (Acturial Gain/ (Loss) (577,157) 477,830
Other items (Acturial Gain/ (Loss) Tax (230,777) (477,830)

(v) Quasi Equity in Hazel International FZE* 4,240,199,576 3,902,175,973

Closing Balance 4,239,806,367 3,902,590,698

Total 18,864,458,510 16,943,846,267

Refer Note no 38 for description of Reserves
* Represent amount contributed by Hazel Middle East FZE which is sub-ordinated against Bank facilities availed by the Hazel International FZE
13 BORROWINGS - NON CURRENT

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Secured at Amortised Cost

Syndicated term loans
From Banks 2,988,947,750 3,850,983,246

Total 2,988,947,750 3,850,983,246

13.1 Terms of Repayment

Mode of
Mode of Rate
Rate of
of Month
Monthand Year
and of
Year
Sr. No. Nature of
Nature of Loans
Loans Instalments
Instalments Nature of
Nature ofSecurity
Security
Payments
Payments Interest
Interest Maturity
of Maturity
Mortgage of Immovable
Mortgage Property
of Immovable
24 For
For 1-2
1-2 years
24 Quarterly
Quarterly years Constructed on the Project land.
Property Constructed on the
Installments Eibor plus
Eibor plus
Installments Personal gaurantee
Project of Director
land. Personal
1
1 Term Loan
Term Loan 299,166,669
299,166,669 from September
from 4.75%
4.75% and
andfor
for September,2023
September,2023
Joint andof
gaurantee several corporate
Director Joint and
September 3-83-8
years Eibor
years
2017 gaurantee
several of associates
corporate gaurantee of
2017 plus 4%
Eibor plus 4% companies.
associates companies.

139
 Project land. Personal
1 Term Loan 299,166,669 from 4.75% and for September,2023
gaurantee of Director Joint and
September 3-8 years
several corporate gaurantee of
2017 Eibor plus 4%
associates companies.

14 OTHER FINANCIAL LIABILITIES - NON CURRENT

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Unsecured at Amortised Costs

From Director 682,080,650 333,680,000
From Related Parties 2,774,757,243 2,787,742,686
Lease Liabilities 527,470,583 -
Paybale to contractor 508,487,230 -
Total 4,492,795,706 3,121,422,686

15 NON CURRENT PROVISION

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Provision for Employee Benefit 6,955,378 859,468

Total 6,955,378 859,468

16 BORROWINGS - CURRENT

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Secured at Amortised Cost

Syndicated term loans - -

- -

17 TRADE PAYABLES

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Trade Payables
-Others 5,282,305,307 4,007,879,585

Total 5,282,305,307 4,007,879,585

17.1 Refer Note 35 for disclosures under Section 22 of Micro, Small and Medium Enterprises Development Act, 2006

140
18 OTHER FINANCIAL LIABILITIES

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Current maturity of long term debt 1,195,605,562 1,100,275,912

Creditors for expenses - 48,809,038
Creditors for capital goods - 603,259,100
Interim/Final Dividend Unpaid 2,035,481 1,702,600
Other Payables 3,907,550 7,752,208
Lease Liabilities 48,127,686 -
Over Flow balance in Bank account ( current) - 9,403,351
Advance from customer 11,083,536 5,655,071

Total 1,260,759,815 1,776,857,280

19 Other current liabilities

- -
Particulars
As at 31 March 2020 As at 31 March 2019

Statutory Liabilities 6,212,495 9,905,101

Total 6,212,495 9,905,101

20 PROVISION

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Provision for Employee Benefit 76,563 63,926

Others 15,236,771 28,438,793

Total 15,313,334 28,502,719

21 CURRENT TAX ASSETS AND LIABILITIES (NET)

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Provision for Tax (Net of Advance Tax) 5,729,940 5,436,252

Total 5,729,940 5,436,252

141
 VERITAS (INDIA) LIMITED

Notes to Consolidated Financial Statements for the year ended 31st March, 2020

22 REVENUE FROM OPERATIONS

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Sale of Products 20,368,461,503 18,757,024,439

Total 20,368,461,503 18,757,024,439

22.1 Sale of Products comprises:

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Electricity Generation 6,652,207 7,797,913

Agricultural Farm Produce 125,000 210,400
Traded and Developed Goods 20,361,684,296 18,749,016,126

Total 20,368,461,503 18,757,024,439

23 OTHER INCOME

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Interest Income
Interest Income on FD carried at Amorrtised Cost 249,726 18,897,367

Other Non Operating Income

Interest on Fair Valuation of Rent Deposit - 257,848
Foreign exchange Gain\Loss -Export - 59,846,189
Others 496,801,145 43,477,224
- Net Profit on Investment carried at FVTPL - 17,192

Total 497,050,871 122,495,819

24 EMPLOYEE BENEFIT EXPENSES

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Salary / Wages and Allowances 116,029,448 45,747,170

Contributions to Provident & Other Fund 540,896 439,634
Staff Welfare and other benefits 29,996 4,195
Directors' Remuneration - 34,895,176

Total 116,600,340 81,086,176

Refer Note No. 31 for details of Defined Benefit Contribution.

142
 VERITAS (INDIA) LIMITED

Notes to Consolidated Financial Statements for the year ended 31st March, 2020

25 FINANCE COSTS

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

On Term Loans
Interest on Term Loan 323,307,779 401,095,407

On Working Capital Loans

Bank Interest - 92,258,903
Bank Charges, Commission and Others 1,917,656 12,146,602
Interest on Fair Valuation of Rent Deposit 21,988,323 232,168
Interest expense on lease liability 314,273 -
Total 347,528,031 505,733,080

26 OTHER EXPENSES

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Logistics Expenses 32,070,302 16,524,055

Packing Charges 320,869 44,044
Rent Paid 1,541,841 2,179,944
Repairs & Maintainance
Machinery 1,244,262 2,023,369
Others 25,114,185 7,875,258
Insurance 35,178,905 18,729,032
Rates and Taxes 1,207,845 2,609,572
Brokerage & Commission Charges 1,568,318 5,773,722
Communication Expenses 983,982 985,675
Travelling and Conveyance 2,371,716 2,779,774
Printing and Stationery Expenses 142,846 1,528,651
Advertising / Business Promotion Expenses 1,144,799 647,994
Legal and Professional Fees 22,885,657 24,299,982
Payments to Auditors (Refer Note 26.1) 3,786,556 2,946,440
Foreign exchange Gain\Loss -Export 50,794,201 -
Electricity Charges 576,932 506,832
Loss on sale of Wind Mill 6,196,113 -
Loss on subsidiary Investment - 5,632,260
Farming Expenses - -
Forex Gain or loss 15,168 1,450,359
Directors' Sitting Fees 64,000 69,000
Miscellaneous Expenses 15,806,288 15,602,832
Corporate Social Responsibility - -
Bad Debts 8,000,581 6,511,427
Provision on Loan and Deposit 5,937,267 2,000,000
Allowance for Expected Credit Loss 11,102,569 10,838,547
Net Loss on Investment carried at FVTPL 1,416,485 -
Total 229,471,688 131,558,768

26.1 Payment to Auditors as :

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Statutory Audit Fees 3,786,556 2,946,440

Total 3,786,556 2,946,440

143
 VERITAS (INDIA) LIMITED

Notes to Consolidated Financial Statements for the year ended 31st March, 2020

27 Current Tax Provision

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Profit before Taxes of the Parent Company 86,247,629 125,957,256

Less: Exempt Incomes 29,046,748 -
Add: Disallowance of Expenses 86,644,989 69,273
Profits as per Income Tax Act, 1961 201,939,366 136,865,075
Applicable Rate (MAT) 28.56% 20.39%
Tax Provision 21,387,438 27,905,215
Add: Interests Attributable - 1,235,490
Add: Taxes related to Prior Years 2,452,665 -
Add: Tax On items in OCI - -
Total Current Tax Provision 23,840,103 29,140,705

28.0 Deferred Tax Liability / (Assets)

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

Arising on account of Timing Difference in Depreciable

Assets
Gross Deferred Tax Liability / (Assets) 10,174,118 10,014,379
Fixed Assets (9,783,386) 2,216,791
Leave Salary (60,369) 84,390
Gratuity (241,875) 68,537
Provision for Debtors (3,181,996) (2,209,980)
Provision on Loan and Deposit (1,701,621) -

Net Deferred Tax Liability / (Assets) (4,795,129) 10,174,118

29 Corporate Social Responsibility (CSR)

As at As at
Particulars 31 March 2020 31 March 2019
Amount (Rs.) Amount (Rs.)

(i) Gross Amount to be spent by the Company during the year 1,993,621 4,431,041
(ii) Amount spent during the year - 31,000
a) Construction/Acquistion of any asset - -
b) On purpose other than above (ii) (a) - In cash - -
c) On purpose other than above (ii) (a) - Yet to be paid in cash - -
-
Amount unspent during the year 1,993,621 4,400,041

30 EARNINGS PER SHARE (EPS)

As at As at
Particulars
31 March 2020 31 March 2019
(i). Profit /(Loss) attributable to Equity Shareholders of the
Company(Rs.) 1,222,868,884 435,234,525
(ii). Weighted Average number of Equity Shares (Basic)(nos) 26,810,000 26,810,000
(iii). Weighted Average number of Equity Shares (Diluted)(nos)
26,810,000 26,810,000
(iv). Basic Earnings per Share (Rs.) 45.61 16.23
(v). Diluted Earnings per Share (Rs.) 45.61 16.23
(vi). Face Value per Equity Share(Rs.) 1 1

144
 VERITAS (INDIA) LIMITED
Notes to Consolidated Financial Statements for the year ended 31st March, 2020

Note No: 31 Retirement Benefit Plans

(i). Gratuity:
The Gratuity Plan is governed by the Payment of Gratuity Act, 1972. Under the Act, an Employee who has completed five years of service is entitled to specific
benefit. The level of benefits provided depends on the Member's length of service at separation date.
The following table set out the funded status of the gratuity plans and the amount recognised in the company's financial statements as at March 31, 2020 and
March 31, 2019.

Amount (Rs.)
I Change in Benefit Obligation during the year ended March 31, 2020
As at 31st March As at 31st March
Particulars
2020 2019
Present Value of Defined Benefit Obligation at beginning of the year 1,940,815 4,751,751
Current Service Cost 166,848 155,207
Interest Cost 145,561 37,115
Actuarial (Gains)/Losses 827,524 1,284,550
Benefits Paid (668,889) (4,287,808)
Present Value of Defined Benefit Obligation at end of the year 2,411,859 1,940,815

II Change in Assets during the year ended March 31, 2020

As at 31st March As at 31st March
Particulars
2020 2019
Fair Value of Plan Assets at the beginning of the year 4,027,399 6,495,918
Actual Benefits Paid (668,889) (4,287,808)
Expected returns on Plan Assets 302,055 3,826,436
Contributions by Employer 18,327 100,652
Actuarial Gains /(Losses) (24,397) (2,107,799)
Plan Assets at the end of the year 3,654,495 4,027,399

III Net Asset/(Liability) recognized in the Balance Sheet

As at 31st March As at 31st March
Particulars
2020 2019
Present Value of Defined Benefit Obligation 2,411,859 1,940,815
Fair Value of Plan assets as a March 31, 2020 3,654,495 4,027,399
Fund Status Surplus/(Deficit) 1,242,636 2,086,584
Net Asset/(Liability) as at March 31, 2020 1,242,636 2,086,584

IV Expenses recognized in the statement of Profit & Loss under Employee Benefit Expenses
As at 31st March As at 31st March
Particulars
2020 2019
Current Service Cost 166,848 155,207
Interest Cost 145,561 37,115
Expected returns on Plan Assets (302,055) (3,826,436)
Net Actuarial (Gains)/Losses 851,921 1,284,550
Adj due to merger of two policy - 2,171,021
Total Expense 862,275 (178,543)

145
 VERITAS (INDIA) LIMITED
Notes to Consolidated Financial Statements for the year ended 31st March, 2020

V The major categories of plan assets as a percentage of total plan

As at 31st March As at 31st March
Particulars
2020 2019
Insurer Managed Funds 100% 100%

VI Actuarial Assumptions
As at 31st March As at 31st March
Particulars
2020 2019
Discount Rate 6.85% 7.50%
Rate of Return on Plan Assets 6.85% 9.15%
Mortality Table LIC (1994-96) LIC (1994-96)
Retirement Age 60 Years 60 years

(ii). Leave Encashments:

Amount (Rs.)
I Change in Benefit Obligation during the year ended March 31, 2020
As at 31st March As at 31st March
Particulars
2020 2019
Present Value of Defined Benefit Obligation at beginning of the year 923,394 1,345,343
Current Service Cost 287,110 421,758
Interest Cost 67,303 91,998
Actuarial (Gains)/Losses (43,987) (670,183)
Benefits Paid (99,789) (265,522)
Present Value of Defined Benefit Obligation at end of the year 1,134,031 923,394

II Change in Assets during the year ended March 31, 2020

As at 31st March As at 31st March
Particulars
2020 2019
Fair Value of Plan Assets at the beginning of the year - -
Actual Benefits Paid - -
Expected returns on Plan Assets - -
Contributions by Employer - -
Actuarial Gains /(Losses) - -
Plan Assets at the end of the year - -

III Net Asset/(Liability) recognized in the Balance Sheet

As at 31st March As at 31st March
Particulars
2020 2019
Net Opening provision in books of accounts 923,394 1,345,343
Transfer In/(out) obligation - -
Transfer In/(out) plan assets
Employee benefit expenses as per annexure 2 310,426 (156,427)
Benefits Paid by the Company (99,789) (265,522)
Net Closing provision in books of accounts 1,134,031 923,394

IV Expenses recognized in the statement of Profit & Loss under Employee Benefit Expenses
As at 31st March As at 31st March
Particulars
2020 2019
Current Service Cost 287,110 421,758
Interest Cost 67,303 91,998
Expected returns on Plan Assets - -
Net Actuarial (Gains)/Losses (43,987) (670,183)
Total Expense 310,426 (156,427)

V Actuarial Assumptions
As at 31st March As at 31st March
Particulars
2020 2019
Discount Rate 6.85% 7.55%
Rate of Return on Plan Assets 0% 0%
Mortality Table
Indian Assured Lives Indian Assured Lives
Mortality (2006-08) Mortality (2006-08)
Retirement Age 60 Years 60 Years

146
 VERITAS (INDIA) LIMITED
Notes to Consolidated Financial Statements for the year ended 31st March, 2020

Note No: 32 Contingent Liabilities and Commitments

Amount (Rs.)
For the year ended For the year ended
Sr.No. Particulars
31st March, 2020 31st March, 2019

Contingent Liabilities
a. Corporate Guarantees / Stand by Letter of Credit
3,769,500,000 3,469,000,000
b. Claims against Company not acknowledged as Debts
Income Tax Demand pending Appeal and Rectification 23,870,783 23,740,244
Sales Tax Demand pending Appeal 131,888,852 173,656,097
Total 3,925,259,635 3,666,396,341

Commitments
a. Estimated Amount of Contracts remaining to be executed
- -
b Lease Commitment
1,392,440,785 1,976,536,223
Total 1,392,440,785 1,976,536,223

32 (a) In case of a wholly owned subsidiary of the Group bills outstanding to a contractor is a matter under litigation in UAE and simultaneously arbitration in
India. Though the principal liability has been fully recognized in the financials, however the financial impact of interest and penalties arising from the
judgments are unable to be determined and the Group has filed appropriate counter claim to safeguard its interest accordingly. The contractor has,
vide Sharjah court order no 400/2019 passed against the case no 1027/19 has an attachment on the movable and immovable assets of the Group to
the extent of US 5.26 Million.The wholly owned subsidiary reviews such contingent liabilities on a regular basis and where feasible an estimate is
made of the potential financial impact. As at 31st March 2020 it was not feasible to make such an assessment.

147
 VERITAS (INDIA) LIMITED
Notes to Consolidated Financial Statements for the year ended 31st March, 2020

Note No: 33 Financial Instruments

Amount (Rs.)
Valuation
All financial instruments are initially recognized and subsequently re-measured at fair value as described below:
a. The fair value of investment in unquoted Equity Shares is measured at NAV.
b. All foreign currency denominated assets and liabilities are translated using exchange rate at reporting date.
As at 31 March 2020 As at 31 March 2019
Particulars Carrying Amount Level of input used in Carrying Amount Level of input used in
FTVPL Amortised Cost Level 1 Level 2 Level 3 FTVPL Amortised Cost Level 1 Level 2 Level 3
Financial Assets
At Cost/Amortised Cost
Trade Receivables - 8,648,410,161 - - 8,648,410,161 - 5,392,001,504 - - 5,392,001,504
Cash and Bank Balances - 420,397,532 - 420,397,532 - - 721,155,302 - 721,155,302 -
Loans - 94,269,787 - - 94,269,787 - 83,968,493 - - 83,968,493
Other Financial Assets - - - - - - - - - -

At Fair Value through Profit and Loss

Investments 5,510,789 - 5,510,789 - - 6,927,274 6,927,274 - -

Financial Liabilities
At Amortised Cost
Borrowings - 2,988,947,750 - 2,988,947,750 - - 3,850,983,246 - 3,850,983,246 -
Trade Payables - 5,282,305,307 - - 5,282,305,307 - 4,007,879,585 - - 4,007,879,585
Other Financial Liabilities - 5,753,555,521 - - 5,753,555,521 - 4,898,279,966 - - 4,898,279,966
The financial instruments are categorized into two levels based on the inputs used to arrive at fair value measurements as described below:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities; and

Level 2: Inputs other than the quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Foreign Currency Risk

The following Table shows Foreign Currency Exposures in Financial Intruments at the end of the reporting period.

As at 31 March 2020 As at 31 March 2019

Particulars
USD INR USD INR
Trade Payables 59,575,244 4,491,377,611 55,494,367 3,850,199,212
Trade Receivable 113,132,989 8,529,096,040 74,959,128 5,200,664,301

Foreign Currency Sensitivity

The following table demonstrate the sensitivity to a reasonably possible change in exchange rates, with all other variables held constant. The impact on the
Company's profit before taxes is due to changes in the fair value of monetary assets and liabilities.
Trade Payable Amount (Rs.)
Changes in USD Rate Profit/( Loss )
For the year ended 31st March, 2020 1% 44,913,776
-1% (44,913,776)
For the year ended 31st March, 2019 1% 38,501,992
-1% (38,501,992)

Trade Receivable Amount (Rs.)

Changes in USD Rate Profit/( Loss )
For the year ended 31st March, 2020 1% 85,290,960
-1% (85,290,960)
For the year ended 31st March, 2019 1% 52,006,643
-1% (52,006,643)

148
 VERITAS (INDIA) LIMITED
Notes to Consolidated Financial Statements for the year ended 31st March, 2020

Interest Rate Risk

The exposure of the company’s borrowing to interest rate changes at the end of the reporting period are as follows:
Amount (Rs.)
For the year ended For the year ended
Sr.No. Particulars
31st March, 2020 31st March, 2019

Loans 2,988,947,750 4,951,259,158

Total 2,988,947,750 4,951,259,158

Interest Rate Sensitivity

Impact of Interest Expenses for the year on 1% change in Interest Rate
Amount (Rs.)
Changes in Interest
Profit/( Loss )
Rate
For the year ended 31st March, 2020 1% (29,889,478)
-1% 29,889,478
For the year ended 31st March, 2019 1% (49,512,592)
-1% 49,512,592

Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises
principally from the Company's receivables from customers and loans and advances.
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer and the geography in which it operates. Credit risk is
managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit
terms in the normal course of business.

The maximum exposure to credit risk for trade and other receivables by type of counterparty was as follows :

Amount (Rs.)
Carrying amount
Notes March 31, 2020 March 31, 2019
Financial Assets (Current)
Loans 9 94,269,786 83,968,492
Trade and other receivables 7 8,648,410,161 5,392,001,504
9,163,077,479 6,197,125,297

a) Trade receivables
The Group individually monitors the sanctioned credit limits as against the outstanding balances.
The Group establishes an allowance for impairment that represents its estimate of expected losses in respect of trade receivables. The Group uses a provision
matrix to compute the expected credit loss for trade receivables. The Group has developed this matrix based on historical data as well as forward looking
information pertaining to assessment of credit risk.
An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition a large number of minor receivables are grouped
into homogenous groups and assessed for impairment collectively. The calculation is based on exchange losses historical data. The maximum exposure to credit
risk at the reporting date is the carrying value of each class of financial assets disclosed . The Group does not hold collateral as security. The Group evaluates the
concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdiction and Industries and operate largely in Independent
markets.

The Company exposure to top 5 Debtors is 87% of outstanding trade receivable as at March 31,2020 There is credit concentration and management is confident of
full recovery.
Amount (Rs.)
For the year ended For the year ended
Particular
31st March, 2020 31st March, 2019
Domestic Trade Receivables 119,314,121 191,337,203

Forign Trade Receivables 8,529,096,040 5,200,664,301

149
 VERITAS (INDIA) LIMITED
Notes to Consolidated Financial Statements for the year ended 31st March, 2020

The following table gives concentration of credit risk in terms of Top 10 amounts receivable from customers
For the year ended For the year ended
Particular
31st March, 2020 31st March, 2019
Trade Receivables 8,535,641,219 4,820,941,087

b) Cash and cash equivalents

Cash and cash equivalents of INR 31,92,43,275 at March 31, 2020 (March 31, 2019 INR 14,47,39,894. The cash and cash equivalents are held with bank and
financial institution counterparties with good credit rating.

Liquidity Risk
The Liquid risk that the Company will encounter difficulty in meeting the obligation associated with its financial liabilities that are settled by delivering cash or
another financial asset. The Company's approach of managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when
they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damages to the Company's reputation.

Maturity Profile of Loans and Other Financial Liabilities as on 31 March, 2020

Amount (Rs.)
Particulars Below 1 Year 1 - 3 Years Above 3 Years Total
Borrowings 1,195,605,562 - - 1,195,605,562
Borrowings - 2,064,761,920 924,185,830 2,988,947,750
Trade Payables 5,282,305,307 - - 5,282,305,307
Other Financial Liabilities 1,260,759,815 4,492,795,706 - 5,753,555,521
Total 7,738,670,684 6,557,557,626 924,185,830 15,220,414,141

Maturity Profile of Loans and Other Financial Liabilities as on 31 March, 2019

Amount (Rs.)
Particulars Below 1 Year 1 - 3 Years Above 3 Years Total
Borrowings 1,100,275,912 - - 1,100,275,912
Borrowings - 2,064,761,920 1,786,221,326 3,850,983,246
Trade Payables 4,007,879,585 - - 4,007,879,585
Other Financial Liabilities 1,776,857,280 3,121,422,686 - 4,898,279,966
Total 6,885,012,777 5,186,184,606 1,786,221,326 13,857,418,710

150
 VERITAS (INDIA) LIMITED
Notes to Consolidated Financial Statements for the year ended 31st March, 2020

Note No: 34 Operating Segments

Business Segments
The Company has identified business segments (industry practice) as its primary segment and geographic segments as its secondary segment. Business segments
are primarily Trading, Development of Software and Distribution & Wind Power Generation and Manufacturing and Wharehousing etc.

Revenues and expenses directly attributable to segments are reported under each reportable segment. Expenses which are not directly identifiable to each
reporting segment have been allocated on the basis of associated revenues of the segment and manpower efforts. All other expenses which are not attributable or
allocable to segments have been disclosed as unallocable expenses.

Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable segment. All other assets and liabilities are
disclosed as unallocable. Fixed assets that are used interchangeably among segments are not allocated to primary and secondary segments.

Amount (Rs.)
Year ended March 31, 2020 Year ended March 31, 2019

Particulars Trading, Trading,

Wind Power Wind Power
Distribution and Manufacturing Warehousing Un-allocable Total Distribution and Manufacturing Warehousing Un-allocable Total
Generation Generation
Development Development

Segment Revenue
External Sales (Net) 19,460,322,512 6,652,207 - 901,486,784 - 20,368,461,503 18,316,400,707 7,797,913 - 432,825,819 - 18,757,024,439
Other Income - - - 497,050,871 497,050,871 - - - - 122,495,819 122,495,819
Total Revenue 19,460,322,512 6,652,207 - 901,486,784 497,050,871 20,865,512,374 18,316,400,707 7,797,913 - 432,825,819 122,495,819 18,879,520,258

Segment Result (PBIT)

Profit Before Interest

319,259,967 3,318,154 - 752,187,704 497,050,871 1,571,816,695 829,556,846 2,261,802 - 15,948,992 122,495,819 970,263,459
and Tax
Interest 2,094,280 - 345,433,751 - 347,528,031 505,733,038 - - - - 505,733,080
Provision for Tax - - - 1,419,780 - - - - - 29,295,854
Profit after Tax 317,165,687 3,318,154 - 406,753,953 497,050,871 1,222,868,883 323,823,808 2,261,802 - 15,948,992 122,495,819 435,234,526

Other Information

Segment Fixed Assets 8,523,378,670 14,940,282 3,338,638,440 11,844,574,391 23,721,531,783 8,522,969,788 48,161,029 3,309,765,287 10,384,380,732 - 22,265,276,836

Segment Other Assets 8,651,942,188 10,221,072 174,765,100 381,522,177 10,305,918 9,228,756,454 6,890,300,088 7,305,521 168,840,693 444,026,311 6,927,274 7,517,399,887

Total Assets 17,175,320,857 25,161,354 3,513,403,540 12,226,096,569 10,305,918 32,950,288,237 15,413,269,875 55,466,550 3,478,605,980 10,828,407,043 6,927,274 29,782,676,722

Segment Liabilities 5,193,716,793 - 908,901,977 7,956,400,957 - 14,059,019,727 3,079,048,878 - 2,425,565,025 7,297,232,434 10,174,118 12,812,020,455
Total Liabilities 5,193,716,793 - 908,901,977 7,956,400,957 - 14,059,019,727 3,079,048,878 - 2,425,565,025 7,297,232,434 10,174,118 12,812,020,455

Based on the “management approach” defined in Ind AS 108 - Operating Segments, the Chief Operating Decision Maker evaluates the company’s performance and
allocate resources based on an analysis of various performance indicators by business segments. Accordingly information has been presented along these
segments.
The Group has Four reportable segments Trading Distribution & Development and Power Generations and Manufacturing and Wharehousing . The Group through
its wholly-owned subsidiary, Veritas Polychem Private Limited has initiated a setup of the integrated manufacturing complex at the Dighi Port in the state of
Maharashtra, consisting of an PVC manufacturing plant, Ploymerized Bitumen Plant, Gas storage tanks. The project has received the status of Ultra Mega Project by
the Government of Maharashtra. The Company has initiated the process of seeking various approvals required to commence setting up of the plant. VIL as the
parent company has initially funded the project and the investment so made is pending allotment of securities. The project would also be suitably financed
subsequently through appropriate means at appropriate time.

Geographical Segments

The secondary reporting segment for the Company is geographical segment based on location of customers, which are as follows:
Amount (Rs.)
Particulars Domestic Overseas Total
Revenue from External Customers (FY 2019-20) 4,121,157,250 16,247,304,252 20,368,461,503
Revenue from External Customers (FY 2018-19) 5,157,822,238 13,599,202,200 18,757,024,439
Segment Assets (FY 2019-20) 12,259,203,486 20,691,084,752 32,950,288,237
Segment Assets (FY 2018-19) 13,747,626,284 16,032,963,584 29,780,589,868

151
 VERITAS (INDIA) LIMITED
Notes to Consolidated Financial Statements for the year ended 31st March, 2020

Note No. 35 Payable to any micro, small and medium enterprises:

The Group does not have any dues payable to any micro, small and medium enterprises as at the year end. The identification of the micro, small & medium
enterprises is based on management’s knowledge of their status. The Group has not received any intimation from the suppliers regarding their status under the
MSMED Act 2006.
For the year ended For the year ended
Sr.No. Particulars
31st March, 2020 31st March, 2019

Principal amount remaining unpaid (but

(i) within due date as per the MSMED Act) - -
(ii) Interest due thereon remaining unpaid
- -
Interest paid by the Company in terms of
Section 16 of the Micro, Small and Medium
Enterprises Development Act, 2006, along-
(iii)
with the amount of the payment made to the
supplier beyond the appointed day during the
period - -
Interest due and payable for the period of
delay in making payment (which have been
paid but beyond the appointed day during the
(iv)
period) but without adding interest specified
under the Micro, Small and Medium
Enterprises Act, 2006 - -
(v) Interest accrued and remaining unpaid
- -
Interest remaining due and payable even in
the succeeding years, until such date when
(vi)
the interest dues as above are actually paid to
the small enterprises - -

Total - -

35.1. There are no specific claims from suppliers under interest on delayed payments covered under Small Scale & Ancillary Act, 1993.

Note No. 36 Lease:

a. The impact of change in accounting policy on account on adoption of Ind AS 116 is as follows:
Amount (Rs.)
Particulars
Amount

Increase in Finance Cost

22,302,596
Increase in ROU
626,348,210
Increase in Depreciation
29,686,012
Increase in Lease Liability
575,598,269
Increase/Decrease in Deferred Tax
-
Decrease in Property, Plant & Equipment due to Assets Subleased to Subsidiaries
-

b. Actual Payment of Rent from 01.04.2019 to 31.03.2020 is Rs. 7,00,38,707

c. The following is the breakup of Current and non-current portion of Lease Liability as on 31.03.2020:
Amount (Rs.)
Particulars
Amount
Current
48,127,686
Non-Current
527,470,583
Total Lease Liability as on 31.03.2020

575,598,269

152
 VERITAS (INDIA) LIMITED
Notes to Consolidated Financial Statements for the year ended 31st March, 2020

d. The following is the movement of Lease Liability as on 31.03.2020:

Amount (Rs.)
Particulars
Amount
Opening Value of Lease Liability as of April 1, 2019 due to initial recognition as per Ind
AS 116
-
Additions
626,348,210
Interest Expense on Lease Liability

22,302,596
Actual Payment of Rent
(70,038,707)
Provision on Disposals
-
Impact on Translation
(3,013,830)
Closing Value of Lease Liability as of March 31, 2020

575,598,269

e. The Carrying Value of Right of Use Asset as of March 31, 2020:

Amount (Rs.)
Particulars
Amount
Opening Value of Right of Use Asset as of April 1, 2019 due to initial recognition as per
Ind AS 116
-
Additions
626,348,210
Disposals

-
Gross carrying value as of March 31, 2020Accumulated Depreciation as of April 1,
2019

626,348,210
Accumulated Depreciation as of April 1, 2019
-
Depreciation
29,686,012
Accumulated Depreciation on Disposals

-
Accumulated Depreciation as of March 31, 2020

29,686,012
Impact on Translation
1,857,272
Carrying Value as of March 31, 2020

594,804,926

f. The following represents the Contractual Maturity of the Lease Liability as on 31.03.2020 on an undiscounted basis:

Amount (Rs.)
Particulars
Amount
On demand
-
Upto 3 months
9,568,334
Above 3 months to 12 months

28,705,001
Above 1 Year -3 Years
79,340,121
Above 3 Years-5 Years
81,245,905
Above 5 Years-10 Years
202,382,129
Above 10 Years

322,114,581
Total
723,356,070

153
 VERITAS (INDIA) LIMITED
Notes to Consolidated Financial Statements for the year ended 31st March, 2020

g. Reconciliation between Ind AS 17 and Ind AS 116:

Amount (Rs.)
Particulars
Amount
As at 1 April 2019
-
Off-balance sheet lease obligations as of 31 March 2019
-
Current leases with lease term of 12 months or less (short-term leases)

-
Leases of low value assets (low-value leases)
-
Variable lease payments
-
Others
-
Operating lease obligations as of 1 April 2019 (gross without discounting)

-
Effect from discounting at the incremental borrowing rate as at 1 April 2019
-
Lease liabilities as at 1 April 2019
-
Non-lease components (if any) (net of discount)

-
Lease liabilities due to initial application of Ind AS 116 as at 01 April 2019
-
Lease liabilities from finance leases as at 01 April 2019
-
Total lease liabilities as of 01 April 2019
-

As a Lessee:

Amount recognised in Statement of Profit and Loss:

Amount (Rs.)
Particulars
Amount
Interest on lease Liabilities
22,302,596
Variable payments not included in measurement of lease liability
-
Income from subleasing ROU assets
-
Expenses relating to short term leases
-
Expenses relating to leases of low value assets, excluding short term leases of low value
assets
-
Others
-
Total amount recognised in the Statement of Profit and Loss
22,302,596

Amount recognised in the Statement of Cash Flow:

Amount (Rs.)
Particulars For the year ended March 31, 2020

Total amount of cash outflows for leases (net of rental inflows)

575,598,269

154
 VERITAS (INDIA) LIMITED
Notes to Consolidated Financial Statements for the year ended 31st March, 2020

Note No. 37 Related Party Disclosures:

As per Ind AS 24, the disclosures of transactions with the related parties are given below:
a). List of related parties where control exists and also related parties with whom transactions have taken place and relationships:

Sr. No. Nature of Related Party Particulars

A Key Managerial Personnel Nitin Kumar Didwania - Director
Saurabh Sanghvi - Director (Resign on 30-09-2019 as director)

Praveen Bhatnagar - Whole time Director

Kamala Aithal- Independent Director
Alpa Parekh - Director (Resigned on 14-08-2019 as director)
Vijay Shah - Independent Director (Appoint on 14-08-2019)
Purvi Matani - Independent Director (Appoint on 14-08-2019)
Rajaram Shanbhag - Chief Financial Officer
Prasad Oak - Company Secretary
B Enterprises over which key management Personnel and their Veritas Investment Limited
relatives are able to exercise significant influence Sears Real Estate Private Limited
Prakruti import Export Private Limited
Moonrise Capital LLP
Veritas Housing Development Private Limited
Hazel Mercantile Limited
Sanman Trade Impex Limited
Aspen International Private Limited
Groupe Veritas Limited
Gracious Real Estates Private Limited
Akshata Fintrade Private Limited
Emrald Fintrade Private Limited
Avid Properties Private Limited
Provid Trade Impex Private Limited
Titly Barter Private Limited
Diva Trade Impex Private Limited
Clairvoyant Trade Impex Private Limited
Hazel Middle East FZE-UAE
Hazel Logistics Private Limited
Trident Fintrade Private Limited
Effin Import Export Private Limited
Arbitrum Finvest Private Limited
Matin Exim Private Limited
Rhythm Creators Private Limited
County Trade Impex Private Limited
India Fintrade Limited
Priceless Investrade Private Limited
Shimmer Trade Impex Private Limited
Revive Securities Private Limited
Glistening Properties Private Limited
Kamyab Properties Private Limited
Bhumiputra Agro Private Limited
Kamyab Power Farms Private Limited
Aristo Fincap Private Limited
Aster Impex Private Limited
Nerine Resort Private Limited
Veritas Properties Private Limited
Veritas Infrastructure Private Limited
Eben Trade Impex Private Limited
Kurshi Farming Private Limited
Sainath Agriculture Private Limited
Ontime Trade Impex Private Limited
Veritas Habitats Private Limited
Hazel Infra Limited
Affluent Properties Private Limited
Biofuels (Veritas) Limited
Shubh Labh Agriculture Private Limited

155
 VERITAS (INDIA) LIMITED
Notes to Consolidated Financial Statements for the year ended 31st March, 2020

b). Transactions with related parties:

Amount (Rs.)
Enterprises over which KMP & its relatives have significant
Key Managerial Personnel and its Relatives
Particulars influence
2019-20 2018-19 2019-20 2018-19

Unsecured Loan Given to

Nitin kumar Didwania 562,900,650 - - -
Hazel Mercantile Limited - - - 19,400,000
Aspen International Private Limited - - 225,539,912 -
Hazel Middle East 1,900,434,024 2,915,722,460

Unsecured Loan repaid by

Nitin kumar Didwania - - - -
Hazel Mercantile Limited 1,488,340,762 - - 519,700,000
Hazel Middle East - - 763,335,360 2,042,537,487

Salary and Other Employee Benefits

to KMP
Praveen Bhatnagar 4,800,000 - - -
Saurabh Sanghvi - 250,000 - -
Rajaram Shanbhag 8,700,048 7,800,000 - -
Prasad Oak 2,550,492 2,136,048 - -
Alpa parekh - 16,000
Kamala Aithal 16,000 8,000 - -
Vijay shah 24,000 - - -
Purvi Matani 24,000 - - -

Rent Paid
Veritas Housing Development Private - 319,920 346,920
Limited -
Diva Trade Impex Private Limited - - - 120,000
Veritas Investemnt Ltd - - - -
Sears real estate pvt tld - - - 90,000
Clairvoyant Trade Impex private ltd - - - -

Finance Charges - - - 47,858,296

Hazel Middle East

Agriculture lease rent

Hazel Mercantile Limited - - 20,000,000 5,000,000

Deposits Repaid
Veritas Investment Limited - - 25,000 -
Diva Trade Impex Private Limited - - 20,000 -
Veritas Housing Development Private - - 2,500,000 -

Services Taken
Hazel Mercantile Limited - - - 116,604
Hazel Logistics Private Limited - - 2,500,000 7,425,349

Purchase of Goods
Hazel Mercantile Limited - - 1,492,650,211 3,265,677,727
Sanman Trade Impex Limited - - 630,429,303 585,254,748
Aspen International Private Limited - - 77,071,137 547,784,401

Sales of Goods
Hazel Mercantile Limited - - 603,734,758 786,162,212
Sanman Trade Impex Limited - - 149,237,786 1,066,111,132
Hazel Middle East - 236,266,935
- 207,350,367

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 VERITAS (INDIA) LIMITED
Notes to Consolidated Financial Statements for the year ended 31st March, 2020

c) Balances with related parties:

Amount (Rs.)
Enterprises over which KMP & its relatives have significant
Key Managerial Personnel and its Relatives
Particulars influence
2019-20 2018-19 2019-20 2018-19

Amount Payable
Nitin Kumar Didwania 682,080,650 333,680,000
Hazel Mercantile Limited - - 2,147,413,617 3,544,241,333
Sanman Trade Impex Limited - - 343,404,259 -
Diva Trade Impex Private Limited - - - 30,000
Aspen International Private Limited - - 225,539,912 -
Hazel Middle East -
- 6,789,230,959 5,201,551,185
Hazel Logistics Private Limited - - 174,000 621,547
Veritas Housing Development Private - 169,920

Security Deposits
Sanman Trade Impex Limited - - - 25,000
Diva Trade Impex Private Limited - - - 20,000
Veritas Housing Development Private - 2,500,000
Limited
- -

37.1 Compensation of Key Management Personnel

The remuneration of director and other member of key management personnel during the year was as follows:
Amount (Rs.)
For the year ended For the year ended
Particulars
31st March, 2020 31st March, 2019
Praveen Bhatnagar 4,800,000 -
( Director)
Saurabh Sanghvi - 250,000
( Director)
Rajaram Shanbhag 8,700,048 7,800,000
(Chief Financial Officer)
Prasad Oak 2,550,492 2,136,048
(Company Secretary)
Kamala Aithal 16,000 8,000
(Independent Director)
Alpa parekh - 16,000
(Director)
Vijay shah 24,000 -
(Independent Director)
Purvi Matani 24,000 -
(Independent Director)
Total 16,178,540 10,226,048

37.2 Payment to KMP’s does not include post-employment benefit based on actuarial valuationas this is done for the Company as a whole

Note No. 38 OTHER EQUITY

Description of reserves
(i)Securities premium
The amount received in excess of the par value of equity shares has been classified as securities premium.
(ii)Foreign Currency Translation Reserve
The exchange differences arising from the translation of financial statements of foreign subsidiaries with functional currency other than the Indian rupee is
recognized in other comprehensive income and is presented within equity.
(iii)Retained earnings
Retained earnings represent the amount of accumulated earnings of the Company.
(iv)Other components of equity
Other components of equity include remeasurement of net defined benefit liability / asset, equity instruments fair valued through other comprehensive income,
changes on fair valuation of investments and changes in fair value of derivatives designated as cash flow hedges, net of taxes.

Note No. 39

In the opinion of the Board and to the best of their knowledge and belief, the value on realization of the current assets, loans & advances, deposits, in the ordinary
course of business will not be less than the value stated in Balance Sheet. The liabilities on account of supply of goods & services are also not more than the value
of liabilities except liability written off on account of Shortage / Rate Difference / contract performance /Quality Issues etc.

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 VERITAS (INDIA) LIMITED
Notes to Consolidated Financial Statements for the year ended 31st March, 2020

Note No. 40 Capital Management

The Company's objective for Capital Management is to maximise share holder value, safeguard business continuity and support the growth of the Company. The
Company determines the Capital requirements based on annual operating plans and long term and other strategic investment plans. The funding requirements are
met through equity and operating cash flows generated.

Amount (Rs.)
Note No. 41 Additional Information related to the Subsidiaries considered in preparation of Consolidated Financial Statements
Current Year

Share in Other Comprehensive

Net Assets Share in Profit and Loss Share in Total Comprehensive Income
Income
Name of the Entity
Composition Amount Composition Amount Composition Amount Composition Amount
Parent
Veritas India Limited 8.80 1,661,773,940 3.71 45,326,117 (0.09) (340,382) 2.83 44,985,735

Subsidiaries

Indian
Veritas Polychem Private Limited
(0.00) (93,272) - - - - -
Veritas Agro Ventures Private Limited
44.17 8,344,173,600 (0.15) (1,794,426) - - (0.11) (1,794,426)
Veritas Infra and Logistics Private Limited
(0.01) (948,930) (0.00) (35,907) - - (0.00) (35,907)

Foreign
GV Offshore Private Limited - - - - - - - -
Veritas International FZE 24.45 4,618,504,228 63.78 779,884,701 101.77 375,283,912 72.58 1,155,168,613
Veritas Global Pte Limited (0.01) (1,240,572) (0.59) (7,265,554) 0.01 55,133 (0.45) (7,210,421)
Hazel International FZE 22.60 4,269,099,517 33.26 406,753,953 (1.70) (6,256,553) 25.16 400,497,400
Total 18,891,268,510 1,222,868,884 368,742,110 1,591,610,994

Previous Year
Share inOther Share inTotal Comprehensive
Net Assets Share inProfit andLoss
Comprehensive Income Income
Name of the Entity
Composition Amount Composition Amount Composition Amount Composition Amount
Parent
Veritas IndiaLimited 3.31 562,202,211.58 13.98 60,995,122.45 100.00 (477,829.74) 13.88 60,517,292.71

Subsidiaries

Indian
Veritas PolychemPrivate Limited
6.15 1,043,040,955.00 - - - - -
GVInvestment Finance Company Limited
- - 0.01 63,660.68 - - 0.01 63,660.68
Veritas AgroVentures Private Limited
49.18 8,345,968,026.02 (0.65) (2,839,889.00) - - (0.65) (2,839,889.00)
Veritas AgricomLLP - - (0.00) (2,107.00) - - (0.00) (2,107.00)
Veritas InfraLLP - - (0.00) (447.50) - - (0.00) (447.50)
Veritas Infraand Logistics Private Limited
(0.01) (913,023.80) (0.10) (452,855.00) - - (0.10) (452,855.00)

Foreign
Veritas AmericaTrading Inc 0.00 0.35 (0.55) (2,386,952.65) - - (0.55) (2,386,952.65)
Veritas International FZE 20.53 3,484,957,627.39 173.20 755,815,790.80 - - 173.39 755,815,790.80
Veritas Global Pte Limited 0.04 5,969,848.92 (0.11) (469,314.08) - - (0.11) (469,314.08)
Hazel International FZE 20.80 3,530,578,514.36 (85.78) (374,340,591.28) - - (85.88) (374,340,591.28)
Total 16,971,804,160 436,382,417 (477,829.74) 435,904,588

Note No. 42 Hedging activities

As at 31st March 2020,the Group held certain interest rate swap contract designated as a hedge of expected future payments under the borrowing
contracts entered by the Group for which it has firm commitments.The interest rate swap contract is being used to hedge the interest rate risk of the
firm commitments.The nominal amount of these contracts was Rs 3,78,00,54,600 and the outstanding contract value as at balance sheet date is Rs
2,36,25,33,070), (PY Rs. 3,01,30,56,115)

Particular For the year ended For the year ended

31st March, 2020 31st March, 2019
Interest rate swap contracts Amount in Rs Amount in Rs
Fair Value
Assets - 1,828,961
Liabilities 15,040,305 -

The fair values of the interest rates swaps are estimated using quotes from external sources or from the counter party to the instruments

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 VERITAS (INDIA) LIMITED
Notes to Consolidated Financial Statements for the year ended 31st March, 2020

Note No. 43 Leases:

The Group has elected for exemption of recognition of certain leases as provided in the exclusion under Ind AS 116 which states as follows:
A lessee can elect not to apply IndAS 116’s recognition and requirements to:
a) Short-term leases; and
b) Leases for which the underlying asset is of low value (‘low valueleases’)

Note No. 44 The Group has following reportable segments Trading, Distribution & Development, Power Generations and Manufacturing & Warehousing. The
Group through its wholly-owned subsidiary, Veritas Polychem Private Limited has initiated a setup of the integrated manufacturing complex at the
Dighi Port in the state of Maharashtra, consisting of PVC manufacturing plant, Ploymerized Bitumen Plant and Gas Storage Tanks which has been
identified as a reportable segment, “Manufacturing”. The project has received the status of Ultra Mega Project by the government of Maharashtra.
The Group has initiated the process of seeking various approvals required to commence setting up of the plant. The project is presently financed by
the Group and would also be suitably financed subsequently through appropriate means at appropriate time.

Note No. 45 Figure ot the previous period have been regrouped / rearranged, wherever necessary.

As per our report of even date attached

For M.P.Chitale & Co. For and on behalf of the Board of Directors
Chartered Accountants
Firm Regd. No.: 101851W
SD/- SD/-
Nitin Kumar Didwania Praveen Bhatnagar
Director Director
SD/- DIN : 00210289 DIN : 02000411
Ashutosh Pednekar
Partner
Membership No.: 041037
SD/- SD/-
Place: Mumbai Rajaram Shanbhag Prasad Oak
Date: July 31, 2020 Chief Financial Officer Company Secretary

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 VERITAS (INDIA) LIMITED
CIN: L23209MH1985PLC035702
Website: www.veritasindia.net

NOTICE is hereby given that the Thirty-Fifth Annual General Meeting (AGM) of the Members of
VERITAS (INDIA) LIMITED will be held on Wednesday, 30th day September, 2020 at 11:00 AM
through Video Conferencing or Other Audio Visual Means, to transact the following businesses:

ORDINARY BUSINESS:
1. To receive, consider and adopt:
a. the Audited Standalone Financial Statements of the Company for the financial year ended 31st
March, 2020, together with the Reports of the Board of Directors and the Statutory
Auditors thereon;
b. the Audited Consolidated Financial Statements of the Company for the financial year ended
31st March, 2020, together with the Reports of the Board of Directors and the Statutory
Auditors thereon;

2. To declare final dividend on equity shares for the financial year ended 31st March, 2020.

3. To re-appoint Mr. Nitinkumar Didwania (DIN: 00210289), Non-Executive Director, who retires by
rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

4. To approve of Material Related Party Transactions:

To consider and if thought fit, to pass with or without modification(s), the following resolution as an
Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Regulation 23 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from
time to time, and subject to such other approvals, consents, sanctions and permissions of any authorities
as may be necessary, the Members of the Company hereby approve the material related party
arrangements or transactions as detailed bellow entered / to be entered into during the financial year
2020 - 2021 with authority to the Audit Committee and the Board of Directors of the Company to
authorize the Management of the Company to enter into the aforesaid material related party
arrangements or transactions upon the principal terms mentioned in the Explanatory Statement annexed
hereto.

Name of the related party Nature and duration Maximum

of the transaction amount per
transaction
Hazel Mercantile Limited Purchase and Sale 550,00,00,000
Sanman Trade Impex Limited Purchase and Sale 350,00,00,000
Veritas Polychem Private Limited Investment 250,00,00,000
(wholly owned subsidiary)

160
 “RESOLVED FURTHER THAT the Board of Directors (including a Committee thereof) be and is
hereby authorized to negotiate and finalize other terms and conditions and to do all such acts, deeds,
matters and things and to execute or authorize any person to execute all such documents, instruments
and writings as may be considered necessary, relevant, usual, customary and/ or expedient to give effect
to this resolution."

By Order of the Board of Directors

Sd/-
Place: Mumbai Prasad A Oak
Date: 4th September, 2020 Vice President - Legal &
Company Secretary

Registered Office:
Veritas House, 3rd Floor,
70 Mint Road, Fort, Mumbai - 400001
Phone no: 91 22 2275 5555/6184 0000
Email-corp@veritasindia.net

NOTES:

1. In view of the massive outbreak of the COVID-19 pandemic, social distancing is to be a pre-requisite
and pursuant to the Circulars dated 8th April, 2020, 13th April, 2020 and 5th May, 2020 respectively, the
(“the Circulars”) issued by the Ministry of Corporate Affairs and Circular No.
SEBI/HO/CFD/CMD1/CIR/P/2020/79 issued by the Securities and Exchange Board of India, physical
attendance of the Members at the Annual General Meeting (AGM) is not required and the AGM can
be held through Video Conferencing (VC) / Other Audio Visual Means (OAVM) wherein the facility
to appoint proxy to attend and cast vote for the members will not be available at the AGM. Accordingly,
considering the safety of the members of the Company, the AGM of your Company is being scheduled
through audio visual means in compliance with the applicable provisions of the Companies Act, 2013
along with rules framed thereunder and the aforementioned circulars. Hence, Members have to attend
and participate in the ensuing AGM only through audio visual means. The Special Business mentioned
under item no. 4 being unavoidable, be transacted at the 35th AGM of the Company.

2. A member entitled to attend and vote at the annual general meeting is entitled to appoint a proxy/proxies
to attend and vote instead of himself/herself and a proxy need not be a member of the company. Since
AGM is being held in accordance with the Circulars through VC, the facility for appointment of proxies
by the members will not be available. Hence, the Proxy Form and attendance slip is not annexed hereto.

3. Participation of members through VC will be reckoned for the purpose of quorum for the AGM as per
Section 103 of the Companies Act, 2013(“the Act”).

4. Body Corporates are entitled to appoint authorised representatives to attend the AGM through
VC/OAVM and participate thereat and cast their votes through e-voting.

5. An Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the
Special Business to be transacted at the Meeting is annexed hereto and forms part of this notice.

161
6. Since the AGM will be held through VC/ OAVM, the route map of the venue of the AGM is not
annexed hereto.

7. Members of the Company under the category of Institutional Investors are encouraged to attend and
vote at the AGM through VC. Corporate Members intending to authorised representatives to attend the
AGM are requested to send a duly certified copy of their Board Resolution/ authorization letter to the
Company or upload on the VC portal/e-voting portal or email to evoting@nsdl.co.in.

8. In case of joint holders attending the Meeting, the Member whose name appears as the first holder in
the order names as per the Register of Members of the Company will be entitled to vote.

9. In compliance with the aforesaid MCA Circulars and SEBI Circular dated 12th May, 2020, Notice of
the AGM along with the Annual Report for the financial year 2019-20 is being sent only through
electronic mode to those Members whose email addresses are registered with the Company/
Depositories. Members may note that the physical copy of the Annual Report will not be sent. Members
may note that the Notice and Annual Report for the financial year 2019-20 will also be available on the
Company's website www.veritasindia.net, websites of Stock Exchange i.e. BSE Limited at
www.bseindia.com, and on the website of National Securities Depository Limited at
www.evoting.nsdl.com. Members can attend and participate in the Annual General Meeting through
VC/OAVM facility only.

10. The Register of Members and Share Transfer Books of the Company will remain closed from Thursday,
24th September, 2020 to Wednesday, 30th September, 2020 (both days inclusive).

11. Members holding the shares in dematerialized form are requested to intimate all the changes pertaining
to bank their details such as bank account number, name of the bank and branch details, MICR code
and IFSC code, mandates, nominations, power of attorney, change of address, change of name, e-mail
address, contact numbers, etc., to their depository participant (DP). Members are encouraged to utilize
the Electronic Clearing System (ECS) for receiving dividends.

12. Members holding shares in physical form are requested to send/notify any changes in their address/bank
mandate, if any, to the Company or the Company’s Registrar and Share Transfer Agent.

13. The Securities and Exchange Board of India (SEBI) has made it mandatory (by circular dated March
21, 2013) for all listed companies to use the bank account details furnished by the Depositories and the
bank account details maintained by the Registrar and Transfer Agents for depositing of dividend
through Electronic Clearing Service (ECS) to investors wherever ECS and bank details are available.
In the absence of ECS facilities, dividend warrants will be issued to the members with bank details
printed thereon as available in the Company’s records.

14. The Securities Exchange Board of India (SEBI) for securities market transactions and/or off-market
transactions or private transaction involving the transfer of shares in physical form has mandated the
submission of Permanent Account Number (PAN) by every participant in securities market. Members
holding shares in demat form are, therefore requested to submit the copy of their PAN to their
Depository Participant with whom they are maintaining their demat accounts in case they have not
submitted their details till date. Members holding shares in physical form can submit their PAN details
to the Company’s Registrar and Transfer Agents.

15. Pursuant to the provisions of Section 72 of the Act read with the Rules made thereunder, Members
holding shares in single name may avail the facility of nomination in respect of shares held by them.
Members holding shares in physical form may avail this facility by sending a nomination in the
prescribed Form No. SH-13 duly filed to the Registrar and Transfer Agents, Universal Capital Private

162
 Limited. Members holding shares in electronic form may contact their respective Depository
Participant(s) for availing nomination facilities.

16. As provided in the Section 124 sub section (5) of the Companies Act, 2013, the amount of dividend
remaining unclaimed or unpaid for a period of seven years from the date of transfer to the unpaid
dividend account is required to be transferred to the Investor Education and Protection Fund (IEPF).
The details of unpaid dividend can be viewed on the Company’s website http://www.veritasindia.net/.
Details of shares transferred to IEPF Authority are available on the Company’s website
http://www.veritasindia.net/.
The shareholders, whose unclaimed shares or unpaid amount has been transferred to the IEPF Authority
Account, may claim the same from the IEPF Authority by filing Form IEPF-5 along with requisite
documents.

17. Members, who have not yet encashed their dividend warrant(s), are requested to forward their claims
to the Registrar and Transfer Agents, Universal Capital Services Limited or the Company at its
registered office address. It may be noted that once the unclaimed dividend is transferred to the IEPF,
as above, no claim shall lie against the Company.

18. In terms of Section 152 of the Companies Act, 2013, Mr. Nitinkumar Didwania (DIN: 00210289),
Director, retires by rotation at the forthcoming AGM and being eligible, offers himself for re-
appointment. Accordingly, a brief resume of Mr. Nitinkumar Didwania and information pursuant to
Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
the Secretarial Standard - 2 issued by the Institute of Companies Secretaries of India is attached
hereunder, along with the details of the companies in which he is Director/Chairman and the Board
committees in which he is chairman/member.

19. Soft copies of the Register of Directors and Key Managerial Personal and their shareholding,
maintained under Section 170 of the Companies Act, 2013 and the Register of Contracts or
Arrangements in which Directors are interested, maintained under Section 189 of the Companies Act,
2013 will be available electronically for inspection by the Members on the website of the Company at
http://www.veritasindia.net/ during the time of the AGM.

20. Members desirous of receiving any information on the accounts or operations of the Company are
requested to forward his/her queries to the Company at least seven working days prior to the meeting,
so that the required information can be made available at the meeting.

21. Members are requested to forward their share related queries and communications directly to
the Registrars and Share Transfer Agents of the Company - Universal Capital Securities Pvt. Ltd.,
at their new address at C 101, 247 Park, LBS Road, Vikhroli West, Mumbai – 400083 email id:
ravi@unisec.in or the Company Secretary of the Company; email id: corp@veritasindia.net

Voting through the electronic means

1. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be
followed and pursuant to the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated
April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No. 20/2020 dated
May 05, 2020, physical attendance of the Members to the EGM/AGM venue is not required and
annual general meeting (AGM) be held through video conferencing (VC) or other audio visual
means (OAVM). Hence, Members can attend and participate in the ensuing EGM/AGM through
VC/OAVM.

163
 2. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate
Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for
this EGM/AGM. However, the Body Corporates are entitled to appoint authorised representatives
to attend the EGM/AGM through VC/OAVM and participate thereat and cast their votes through
e-voting.

3. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled
time of the commencement of the Meeting by following the procedure mentioned in the Notice.
The facility of participation at the AGM through VC/OAVM will be made available for 1000
members on first come first served basis. This will not include large Shareholders (Shareholders
holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial
Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee
and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM
without restriction on account of first come first served basis.

4. The attendance of the Members attending the AGM through VC/OAVM will be counted for the
purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

5. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the
Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of
SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the
Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May
05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the
business to be transacted at the EGM/AGM. For this purpose, the Company has entered into an
agreement with National Securities Depository Limited (NSDL) for facilitating voting through
electronic means, as the authorized agency. The facility of casting votes by a member using remote
e-voting system as well as venue voting on the date of the AGM will be provided by NSDL.

6. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020,
the Notice calling the AGM has been uploaded on the website of the Company at
http://www.veritasindia.net/annual_reports.asp. The Notice can also be accessed from the websites
of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and the AGM Notice is also
available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e.
www.evoting.nsdl.com.

7. AGM has been convened through VC/OAVM in compliance with applicable provisions of the
Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA
Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-

The remote e-voting period begins on Sunday, 27th September, 2020 at 9:00 A.M. and ends on
Tuesday, 29th September, 2020 at 5:00 P.M. The remote e-voting module shall be disabled by NSDL
for voting thereafter.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned
below:

Step 1: Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/

Step 2: Cast your vote electronically on NSDL e-Voting system.

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Details on Step 1 is mentioned below:

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is
available under ‘Shareholders’ section.

3. A new screen will open. You will have to enter your User ID, your Password and a Verification
Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at
https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices
after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast
your vote electronically.

4. Your User ID details are given below:

Manner of holding shares i.e. Demat Your User ID is:

(NSDL or CDSL) or Physical
a) For Members who hold shares in demat 8 Character DP ID followed by 8 Digit Client
account with NSDL. ID
For example if your DP ID is IN300*** and
Client ID is 12****** then your user ID is
IN300***12******.
b) For Members who hold shares in demat 16 Digit Beneficiary ID
account with CDSL. For example if your Beneficiary ID is
12************** then your user ID is
12**************
c) For Members holding shares in Physical EVEN Number followed by Folio Number
Form. registered with the company
For example if folio number is 001*** and
EVEN is 101456 then user ID is
101456001***

5. Your password details are given below:

a) If you are already registered for e-Voting, then you can user your existing password to
login and cast your vote.

b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the
‘initial password’ which was communicated to you. Once you retrieve your ‘initial
password’, you need to enter the ‘initial password’ and the system will force you to
change your password.

c) How to retrieve your ‘initial password’?

(i) If your email ID is registered in your demat account or with the company, your
‘initial password’ is communicated to you on your email ID. Trace the email sent
to you from NSDL from your mailbox. Open the email and open the attachment

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 i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8
digit client ID for NSDL account, last 8 digits of client ID for CDSL account or
folio number for shares held in physical form. The .pdf file contains your ‘User
ID’ and your ‘initial password’.
(ii) If your email ID is not registered, please follow steps mentioned below in process
for those shareholders whose email ids are not registered

6. If you are unable to retrieve or have not received the “Initial password” or have forgotten your
password:
a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat
account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password?” (If you are holding shares in physical mode) option
available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request
at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN,
your name and your registered address.
d) Members can also use the OTP (One Time Password) based login for casting the votes on
the e-Voting system of NSDL.

7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the
check box.
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home page of e-Voting will open.

Details on Step 2 is given below:

How to cast your vote electronically on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-
Voting. Then, click on Active Voting Cycles.
2. After click on Active Voting Cycles, you will be able to see all the companies “EVEN” in which
you are holding shares and whose voting cycle is in active status.
3. Select “EVEN” of company for which you wish to cast your vote.
4. Now you are ready for e-Voting as the Voting page opens.
5. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of
shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when
prompted.
6. Upon confirmation, the message “Vote cast successfully” will be displayed.
7. You can also take the printout of the votes cast by you by clicking on the print option on the
confirmation page.
8. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1 Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned
copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested
specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the
Scrutinizer by e-mail to mansi@jmja.in with a copy marked to evoting@nsdl.co.in.
2. It is strongly recommended not to share your password with any other person and take utmost care
to keep your password confidential. Login to the e-voting website will be disabled upon five

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 unsuccessful attempts to key in the correct password. In such an event, you will need to go through
the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on
www.evoting.nsdl.com to reset the password.
3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and
e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com
or call on toll free no.: 1800-222-990 or send a request at evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories for procuring
user id and password and registration of e mail ids for e-voting for the resolutions set out in this
notice:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned
copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card),
AADHAR (self-attested scanned copy of Aadhar Card) by email to corp@veritasindia.net
In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16
digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-
attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to
corp@veritasindia.net

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS
UNDER:

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above
for remote e-voting.
2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility
and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not
barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However,
they will not be eligible to vote at the AGM.
4. The details of the person who may be contacted for any grievances connected with the facility for
e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE
AS UNDER:

1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL
e-Voting system. Members may access the same at https://www.evoting.nsdl.com under
shareholders/members login by using the remote e-voting credentials. The link for VC/OAVM will
be available in shareholder/members login where the EVEN of Company will be displayed. Please
note that the members who do not have the User ID and Password for e-Voting or have forgotten
the User ID and Password may retrieve the same by following the remote e-Voting instructions
mentioned in the notice to avoid last minute rush. Further members can also use the OTP based
login for logging into the e-Voting system of NSDL.
2. Members are encouraged to join the Meeting through Laptops for better experience.
3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any
disturbance during the meeting.
4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop
connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their
respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to
mitigate any kind of aforesaid glitches.

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 5. Shareholders who would like to express their views/have questions may send their questions in
advance mentioning their name demat account number/folio number, email id, mobile number at
(company email id). The same will be replied by the company suitably.

Sd/-
Place: Mumbai Prasad A Oak
Date: 4th September, 2020 Vice President - Legal &
Company Secretary

Registered Office:
Veritas House, 3rd Floor,
70 Mint Road, Fort, Mumbai - 400001
Phone no: 91 22 2275 5555/6184 0000
Email-corp@veritasindia.net

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 Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

In respect of Item No: 4

Under Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, all Related Party Transactions shall require prior approval of the Audit
Committee and all material Related Party Transactions shall require approval of the Shareholders through
resolution.

The Companies Act, 2013 aims to ensure transparency in the transactions and dealings with the related
parties of the Company. The provisions of Section 188(1) of the Companies Act, 2013 govern the Related
Party Transactions for entering into any contract, transactions or arrangement with the related party(ies),
the company obtain the approval of Shareholders by way of a Resolution as prescribed in rule 15 of the
Companies (Meeting of Board and its Power) Rules, 2014.

In the light of provisions of the Companies Act, 2013 the Board of Directors of your company has approved,
upon recommendation of the Audit Committee, the proposed transactions along with annual limit that your
company may enter into with the related parties.

Primarily/largely Veritas (India) Limited imports polymers, whereas Hazel Mercantile Limited imports
petrochemicals and Sanman Trade Impex Limited imports Solvents. Different companies having different
set of customers which may interchangeably require any or all of these products to channelise imports or
sales effectively across multiple clients having different requirements. The Company tend to have purchase
and/or sales with related parties.

The particulars of the transactions pursuant to the provisions of Section 188 and Companies (Meetings of
Board and its Powers) Rules, 2014 are as under:

Name of Related Party Name of the Director/KMP Nature, material terms,

who is related and nature of monetary value and
their relationship particulars of the contract or
arrangement
Hazel Mercantile Limited Mr. Nitinkumar Didwania is a The transaction of Rs. 550
Promoter and Managing crores may be entered for
Director of Hazel Mercantile the Financial Year
Limited 2020-21(or such extended
period of time as may be
decided by the Board of
Directors) at Arm’s Length
price or prevailing market
price as may be mutually
decided by the Board of
Directors. Particulars of the
Contract or Arrangement:
Sale, purchase or supply of
goods and materials
upto Rs. 550 crores.
Sanman Trade Impex Limited Mr. Nitinkumar Didwania is a The transaction of Rs.
Promoter and Director of 350 crores may be entered for
Sanman Trade Impex Limited the Financial Year 2020-21
(or such extended period of
time as may be decided by the

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 Board of Directors) at
Arm’s Length price or
prevailing market price as
may be mutually decided by
the Board of Directors.
Particulars of the Contract
or Arrangement:
Sale, purchase or supply
of goods and materials
upto Rs. 350 crores.
Vertias Polychem Private Wholly Owned Subsidiary The transaction of Rs. 250
Limited crores (as per the below
mentioned details) may be
entered for the Financial Year
2020-21 (or such extended
period of time as may be
decided by the Board of
Directors) at Arm’s Length
price or prevailing market price
as may be mutually decided by
Board of Directors.
Veritas Polychem Private
Limited is in its nascent stage
and is proposing a setting up of
an integrated PVC project,
which has got mega project
status from the State
Government of Maharashtra.
All the proposed transactions put up for approval are in ordinary course of business and at arm’s length.

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ANNEXURES to the Notice

Details of Directors seeking re-appointment as required under Regulation 36 of SEBI (Listing

Obligations and Disclosure Requirement), 2015

For other details such as number of shares held, number of meetings of the Board attended during the year,
remuneration drawn in respect of the aforesaid directors, please refer to the Corporate Governance Report.

1.
Name of Directors Mr. Nitinkumar Didwania
Date of Birth 23rd June, 1974
Date of Appointment 05th December, 2007
Brief resume/ Qualification M. Com
Mr. Nitinkumar Didwania coming from
Nature of Expertise in specific functional areas
business family started his own business
primarily into import and trading of chemicals
and has more than 25 years of experience in the
same.
Disclosure of relationships between Directors He is not related to other Directors of the
inter-se Company
Board Membership of other companies as on 15
31st March, 2020
Membership/Chairmanship of Committees of 3
other Companies as on 31st March, 2020
Shareholding of Non-Executive Director 92,50,000 shares

For other details such as number of number of meetings of the Board attended during the year, remuneration
drawn in respect of the aforesaid directors, please refer to the Corporate Governance Report.

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