To,
The Members of
Veritas (India) Limited,
Your Board of Directors ("Board) is pleased to present the 37th
Annual Report on the business and operations of the Veritas (India) Limited ("Company")
along with the audited accounts for the financial year ended 31st March, 2022.
FINANCIAL HIGHLIGHTS
The Company follows Indian Accounting Standards (IND AS), the financial performance of
your company for the financial year ended 31st March, 2022 is summarized below:
(Amount in Rs.)
| Particulars |
Standalone |
Consolidated |
|
2021-2022 |
2020-2021 |
2021-2022 |
2020-2021 |
| Revenue from Operations (Net) |
3,538,966,841 |
4,228,546,857 |
21,314,791,160 |
18,762,676,147 |
| Other Income |
25,560,425 |
84,141,999 |
3,889,018 |
42,601,582 |
| Total Expenses |
3,491,616,746 |
4,230,335,358 |
20,260,789,751 |
17,696,254,478 |
| Profit before Tax |
72,910,520 |
82,353,498 |
1,057,890,427 |
1,109,023,251 |
| Tax Expenses: |
|
|
|
|
| a) Current tax |
13,614,514 |
18,920,013 |
13,620,721 |
18,932,212 |
| b) Deferred tax |
(2,695,864) |
36,84,744 |
(2,695,864) |
3,684,744 |
| c) MAT Credit |
- |
(8,012,142) |
- |
(8,012,142) |
| Total Tax Expenses |
10,918,650 |
14,592,615 |
10,924,856 |
14,604,814 |
| Profit after Tax |
61,991,869 |
67,760,883 |
1,046,965,570 |
1,094,418,437 |
| Comprehensive income for the Period |
(1,050,525) |
812,401 |
199,970,040 |
(134,023,030) |
| Total Comprehensive Income |
60,941,345 |
68,573,284 |
1,246,935,611 |
960,395,407 |
| Earnings per equity shares |
|
|
|
|
| a) Basic |
2.31 |
2.53 |
39.05 |
40.82 |
| b) Diluted |
2.31 |
2.53 |
39.05 |
40.82 |
PERFORMANCE AT A GLACE:
The Standalone and Consolidated Financial Statements of the Company for the Financial
Year 2021-22 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, 2022 vis-a-vis previous year ended 31st
March, 2021:
Revenue - Standalone
Standalone revenue from operations is Rs. 3,538,966,841 as compared to previous
years revenue of Rs. 4,22,85,46,857/-.
Revenue - Consolidated
Consolidated revenue from operations increased to Rs. 21,31,47,91,160 as
compared to previous years revenue of Rs. 18,76,26,76,147 /-
Profit Standalone
Standalone Profit after Tax is Rs. 6,19,91,869 as compared to previous years
profit after tax of Rs. 6,77,60,883/-.
Profit Consolidated
Consolidated Profit after Tax is Rs. 1,04,69,65,570 /- as compared to previous
years profit after tax of Rs. 1,09,44,18,437/-
DIVIDEND
Your Board is pleased to recommend a dividend of Re. 0.05/- (Five paise) per
Equity Share of the face value of Re. 1/- (Rupee One only) each for the financial year
ended 31st March, 2022 aggregating to about Rs. 13,40,500 /- (Rupees
Thirteen Lakhs Forty Thousand Five Hundred Only) payable to the shareholders whose
names appear in the Register of Members as on the Book Closure date. The Dividend is
payable subject to the approval of the Shareholders at the ensuing Annual General Meeting
of the Company.
TRANSFER TO RESERVES
Your Company does not propose to transfer any amount to the General Reserve.
FINANCIAL STATEMENT
The financial statements of your Company for the year ended March 31, 2022 are prepared
in accordance with the Indian Accounting Standards ("IND AS"), read with the
provisions of Section 129 and other applicable provisions, if any, of the Companies Act,
2013 ("the Act") rules framed thereunder and Regulation 33 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 as amended ("SEBI Listing
Regulations") and forms part of this Annual Report.
The estimates and judgments relating to the Financial Statements are made on a prudent
basis, so as to reflect in a true and fair manner, the form and substance of transactions
and reasonably present the Companys state of affairs, profits and cash flows for the year
ended March 31, 2022.
CONSOLIDATED FINANCIAL STATEMENT
The Consolidated Financial Statements of the Company and its subsidiaries for the
financial year ended 31st March, 2022 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
CHANGE IN MANAGEMENT CONTROL
Swan Energy Limited (the "Acquirer") has entered into a Share Purchase
Agreement ("SPA") dated May 20, 2022 with the current promoters of the Company
by which the Acquirer has agreed to acquire 55.00% of the equity share capital of the
Company. The Acquirer has made an Open Offer in Regulations 3(1) & 4 of the SEBI
(SAST) Regulations.
Pursuant to the SPA and Open Offer, the Acquirer will have substantial stake &
control over the Company and shall become the Promoter of the Company, subject to receipt
of necessary approvals required in terms of the SEBI (LODR) Regulations and conditions
prescribed therein.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of your
Company which have occurred between the end of the financial year of the Company i.e., 31st
March, 2022 and the date of the Board Report.
SUBSIDIARY. ASSOCIATE AND IOINT VENTURES COMPANIES
As on 31st March 2022, your company has 6 (Six) subsidiaries including
step-down subsidiary operating within India and overseas subsidiaries as listed below:
Domestic Subsidiaries (Incorporated in India):
1. Veritas Infra & Logistics Private Limited, Wholly Owned Subsidiary (WOS)
2. Veritas Agro Ventures Private Limited, Wholly Owned Subsidiary (WOS)
3. Veritas Petro Industries Private Limited, Wholly Owned Subsidiary (WOS)
4. Veritas Polychem Private Limited, Wholly Owned Step-down Subsidiary (WOS)*
5. GV Offshore Private Limited, 51% Subsidiary of the Company **
*During the year under review, Veritas Polychem Private Limited, Wholly Owned
Subsidiary (WOS) was transferred to another subsidiary of the Company i.e., Veritas Petro
Industries Private Limited, Wholly Owned Subsidiary (WOS) for purpose of simplification of
group structure. Post which, Veritas Polychem Private Limited became the wholly owned
step-down subsidiary of the Company.
Petition for merger of Veritas Polychem Private Limited, Wholly Owned Step-down
Subsidiary into Veritas Petro Industries Private Limited (WOS) is filed with NCLT and
pending for approval.
** Company is in the process of closing its subsidiary, GV Offshore Private Limited,
incorporated in India, which is a dormant company.
International Subsidiaries:
1. Veritas International FZE, (Wholly Owned Subsidiary incorporated in Dubai, UAE)
2. Verasco FZE (Formerly known Hazel International FZE), (Wholly Owned Subsidiary
incorporated in Sharjah UAE)
3. Veritas Global PTE Limited, (Wholly Owned Subsidiary incorporated in Singapore)
During the financial year ended 31st March, 2022, the Board of Directors
reviewed the affairs of Companys subsidiaries as mentioned above. Pursuant to Section
129(3) of the Companies Act, 2013 and new IND AS (Accounting Standards) issued by the
Institute of Chartered Accountant of India, Consolidated Financial Statement presented by
the Company includes the financial statements of its subsidiaries.
A separate statement containing the salient features of the financial performance of
subsidiaries in the prescribed Form AOC-1 is annexed to the financial
statements of the Company. The Audited Consolidated financial statements together with
Auditors Report form an integral part of the Annual Report.
In terms of provisions of Section 136 of the Companies Act, 2013, the Company shall
place separately audited/unaudited accounts of each of its subsidiaries on its website at
www.veritasindia.net and the same shall be available for inspection by the Members at the
registered office of the Company during the business hours on all working days between
10.30 A.M. to 5.30 P.M. except Saturdays and Sundays up to the date of ensuing AGM. Any
members interested for obtaining a copy of the said financial statements shall write to
the Investor Relations Department at the Registered Office of the company.
Your Company has approved a policy for determining material subsidiaries and the same
is uploaded on the Companys website which can be accessed using the link
https://www.veritasindia.net
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
A detailed review of the operations, performance and future outlook of your Company,
Subsidiaries and its Business are given in the Management Discussion and Analysis, as
required under the SEBI Listing Regulations, which is provided in separate section and
forms integral part of this Report as Annexure I.
INTERNAL FINANCIAL CONTROLS
Your Company has in place adequate internal financial controls commensurate with the
size, scale and complexity of its operations. Such controls have been assessed during the
year under review taking into consideration the essential components of internal controls
stated in the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting issued by The Institute of Chartered Accountants of India. Based on the results
of such assessments carried out by Management, no reportable material weakness or
significant deficiency in the design or operation of internal financial controls was
observed. Nevertheless, your Company recognizes that any internal control framework, no
matter how well designed, has inherent limitations and accordingly, regular audits and
review processes ensure that such systems are reinforced on an ongoing basis.
PARTICULARS OF CONTRACTS OR AGREEMENTS ENTERED INTO WITH RELATED PARTIES
During the year under review, your Company has entered into transactions with the
related parties as defined under Section 2(76) of the Companies Act, 2013 read with the
Rules made there under and the Listing Regulations. All related party transactions are in
the ordinary course of business and are on arms length basis. There are no materially
significant related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict with
the interest of the Company at large. Thus, disclosure in Form AOC-2 was not required.
Details of transactions made are disclosed in financial statements. All related party
transactions are presented to the Audit Committee and the Board. Omnibus approval was
obtained for the transactions which are foreseen and repetitive in nature.
In line with the provisions of the Companies Act, 2013 and Regulation 23 of the Listing
Regulations, your Company has formulated a policy on Materiality of Related Party
Transaction and on dealing with related party transactions duly approved by the Board and
is uploaded on the website of the Company and can be accessed at:
https://www.veritasindia.net/quarterlv-performance
The details of the transactions with related parties and the status of outstanding
balances as per Accounting Standard 18 are set out in Note no. 40 to the Standalone
Financial Statements forming part of this report.
AUDITORS AND AUDITORS REPORT
STATUTORY AUDITOR AND STATUTORY AUDITORS REPORT
Pursuant to the provisions of Section 139 of the act and the rules framed there under,
M/s. M. P. Chitale & Co., Statutory Auditors of the Company, were appointed as the
Statutory Auditors of the Company at the 32nd Annual General Meeting till the
conclusion of 37th Annual General Meeting to be held on 30th September,2022.
On the basis of recommendations of the Audit Committee, the Board has appointed M/s.
Shabbir & Rita Associates LLP, Chartered Accountants, (Firm Registration No. 109420W)
as the new statutory auditors of the company from the ensuing Annual General Meeting,
subject to approval of the members at the same.
The term of new statutory auditors, if approved by the members will be for a period of
five years i.e., commencing from 37th Annual General Meeting till the
conclusion of 42nd Annual General Meeting of the Company.
Company has received consent and certificate of eligibility from M/s. Shabbir &
Rita Associates LLP, in accordance with Section 139, 141 and other applicable provisions
of the Act and Rules issued thereunder. Accordingly, the members approval is being sought
for their appointment as the Statutory Auditors of the Company at the ensuing Annual
General Meeting of the company.
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 selfexplanatory 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, 2022 as submitted by them is annexed as Annexure III and forms part of this
Report.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory and Secretarial Auditors have not reported
any instances of frauds committed in the Company by its Officers or Employees to the Audit
Committee under section 143(12) of the Companies Act, 2013, details of which needs to be
mentioned in this Report.
SECRETARIAL STANDARDS
To the best of our understanding and knowledge, it is hereby confirmed that during the
year under review, your Company has complied with applicable Secretarial Standards i.e.,
SS-1 and SS-2, relating to "Meetings of the Board of Directors" and
"General Meetings", respectively.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARNATEES GIVEN AND SECURITY PROVIDED
The details of Loans and Investments under Section 186 of the Companies Act, 2013 read
with the Companies (Meetings of Board and its Powers) Rules, 2014 and Schedule V of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement)
Regulations, for the Financial Year Ended 2021-2022 are given in the Standalone Financial
Statements. (Note No. 39 to the Standalone Financial Statements).
PUBLIC DEPOSIT
During the year under review, your Company did not invite or accept any Deposits
covered under Chapter V of the Companies Act, 2013 ("Act"). There were no
outstanding deposits within the meaning of Sections 73 and 74 of the Act, read together
with the Companies (Acceptance of Deposits) Rules, 2014, at the end of the year under
review.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures with regards to the particulars of Directors, KMPs and employees who are in
receipt of remuneration in excess of the limits as prescribed under the provisions of
Section 197(12) of the Act read with Rules 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended till date as may be
applicable are available and the Statement containing the details of employee remuneration
as required under Section 197 of the Companies Act, 2013 read with Rules 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
available for inspection at the registered office of the Company during business hours
from 21 days before the Annual General Meeting and any Member willing to obtain copy of
the said statement can write to the Investor Relations Department at the Registered office
address of the company (Annexure IV). In terms of Section 136(1) of the Companies
Act, 2013, the Annual Report is being sent to the Members excluding the information on
particulars of employees.
BOARD AND COMMITTEES
DIRECTORS AND KEY MANAGERIAL PERSONS
Your Companys Board comprises Six members as on the date of this Report.
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. Lalitmohan Sharma |
Vice President Legal and Company Secretary (Replaced Mr. Prasad A. Oak who resigned
w.e.f 21st December,2021) |
Except as mentioned above, there has been no change in the composition of Board and Key
Managerial Personnel of the Company, during the year under review.
*The Board of Director of the Company, on the basis of recommendation of the Nomination
and Remuneration Committee, have approved the Reappointment of Mr. Praveen Bhatnagar (DIN:
01193544). This re-appointment is subject to approval of the Shareholders at the ensuing
Annual General Meeting.
DECLARATION BY THE INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under Section 149(6)
of the Companies Act, 2013 read with Schedule IV and the relevant rules made there under
and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and there has been no change in the circumstances which may affect their
status as an independent director during the year.
RETIREMENT BY ROTATION
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. Kunal Sharma (DIN: 03553398) Non-Executive Director, retires by rotation at the
ensuing Annual General Meeting and being eligible have offered himself for re-appointment.
EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND DIRECTORS
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.
FAMILIARIZATION PROGRAMME FOR DIRECTORS
Your Company has in place a structured induction and familiarization program for all
its Directors including the Independent Directors. Your Company through such programs
familiarizes not only the Independent Directors but any new appointee on the Board with a
brief background of your Company, their roles, rights, responsibilities, nature of the
industry in which it operates, business model operations, ongoing events, etc. In order to
enable the Directors to fulfill the governance role, comprehensive presentations are made
on the various businesses, business models, risk minimization procedures and new
initiatives of the Company. Changes in domestic/overseas corporate and industry scenario
including their effect on the Company, statutory and legal matters are also presented to
the Directors on a periodic basis. They are also informed of the important policies of
your Company including the Code of Conduct for Directors and Senior Management Personnel
and the Code of Conduct for Prevention of Insider Trading. The details regarding the
familiarization program imparted by the Company can be accessed on the website of your
Company on the Web-Link: https://www.veritasindia.net
Further, at the time of appointment of an Independent Director, the Company issues a
formal letter of appointment outlining his/her role, function, duties and responsibilities
as a Director. The template of the letter of appointment is available on the website of
your Company at Web-Link: https://www.veritasindia.net
POLICY ON CRITERIA FOR APPOINTMENT /REMOVAL OF DIRECTORS AND REMUNERATION OF DIRECTORS
As part of good governance and also in accordance of the requirement of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Company has adopted a policy for Board Diversity, Appointment, Remuneration, Training
and Evaluation of Directors and Employees. The Policy inter alia includes criteria for
determining qualifications, experience, expertise in any particular domain, positive
attributes, independence of a director and other matters provided under Sub section (3) of
Section 178 of the Companies Act, 2013.
The details of such Nomination and Remuneration Policy on the appointment of Directors
and remuneration is annexed as Annexure V and forms part of this Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3)10 OF THE COMPANIES
ACT, 2013
Pursuant to provisions under Section 134(5) of the Companies Act, 2013, the Directors
to the best of their knowledge and belief and based on the information and explanations
provided to them, confirm that:
a) in the preparation of the annual accounts for the year ended 31st March,
2022, the applicable accounting standards have been followed and there are no material
departures from the same;
b) appropriate accounting policies have been selected and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at 31st March, 2022 and of the
profit of the Company for the year ended on that date;
c) proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) Proper internal financial controls have been devised to ensure compliance with all
applicable laws and that such internal financial controls are adequate and are operating
effectively; and
f) proper systems are devised to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
MEETINGS OF THE BOARD
During the financial year ended 31st March, 2022, 6 (Six) meetings of the
Board of Directors were held. Meetings were held on 30/06/2021, 29/07/2021, 13/08/2021,
24/11/2021, 17/02/2022 and 28/03/2022 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.
COMMITTEES OF THE BOARD
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
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. Ms. Purvi Matani, Independent Director
3. Mr. Nitinkumar Didwania. Non-executive Director
The Company Secretary of the Company is the Secretary of the Committee.
Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprises of the following Directors:
1. Mr. Nitinkumar Didwania, Non-executive Director, Chairman
2. Mr. Praveen Bhatnagar, Whole-Time Director
3. Ms. Purvi Matani, Independent Director
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, Whole-Time Director
3. Ms. Purvi Matani, Independent Director
The Company Secretary of the Company is the Secretary of the Committee.
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 are provided as Annexure
II in this report.
RISK MANAGEMENT
Your Company has a specified framework for risk management in place to identify,
measure and mitigate business risk and opportunities. This framework seeks to create
transparency, minimize adverse impact on the business objectives and enhance the Companys
competitive advantage. This risk framework thus helps in managing market, credit and
operations risks and quantifies exposure and potential impact at a Company level,
analyzing micro and macro factors impacting business risks in various ways.
Risk management process has been established across the Company and is designed to
identify, assess potential threat and frame a response to threats that affect the
achievement of its objectives. Further, it is embedded across all the major functions and
revolves around the goals and objectives of the organization. However, during the year
under review there are no such risks which in the opinion of the Board may threaten the
existence of your organization or impact it sizably.
VIGIL MECHANSIM
The Vigil Mechanism as envisaged pursuant to Section 177(9) and (10) of the Companies
Act, 2013, the Rules prescribed there under and Regulation 22 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is implemented through the Companys
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 Companys 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 employees 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 Companys website and can be
accessed at the Web-link: https://www.veritasindia.net
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In terms of Section 135 of the Companies Act, 2013 read with Rules framed there under,
your Company has constituted a Committee named as Corporate Social Responsibility (CSR)
Committee.
The CSR Committee comprises of
• Mr. Nitinkumar Didwania, Non-executive Director, Chairman
• Mr. Praveen Bhatnagar, Whole-Time Director
• Ms. Purvi Matani, Independent Director
Company Secretary is the Secretary of the Committee.
The Committee has been entrusted with the responsibility for recommending to the Board
about the implementing of the CSR activities. Also, the Committee inter alia monitors the
CSR activities. The Annual Report on Corporate Social Responsibility (CSR) Activities is
appended as "Annexure VI" to this report.
The CSR Policy includes a brief overview of the projects and / or programs proposed to
be undertaken by the Company and can be accessed at the Companys website at the Web-link:
https://www.veritasindia.net
Amount to be spent during the year is Rs.19.63.722.553 /- Amount spent during
the year is NIL
The amount unspent on CSR during the year is Rs. 1,963,722.553/- 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, 2022 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, 2022 none of the Directors of the Company holds instruments convertible into equity
shares of the Company.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of
the Company as on March 31, 2022 is available on the website of the Company at
https://www.veritasindia.net
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
As provided in the Section 124 sub section (5) of the Companies Act, 2013, the amount
of dividend remaining unclaimed or unpaid for a period of seven years from the date of
transfer to the unpaid dividend account is required to be transferred to the Investor
Education and Protection Fund (IEPF). The unpaid / unclaimed dividend and shares for the
financial year ended 31st March, 2015, is due to be transferred to IEPF. The
list of which is available on our website: https://www.veritasindia.net/unpaid-
dividend-iepf
Details of unclaimed Dividend and Members, who have not yet encashed their dividend
warrant(s), are requested to forward their claims to the Registrar and Transfer Agents,
Universal Capital Services Limited or the Company at its registered office address.
It may be noted that once the unclaimed dividend is transferred to the IEPF, as above,
no claim shall lie against the Company and shareholders would need to approach to IEPF
authorities.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 providing for the details of Conservation of energy,
technology absorption, foreign exchange earnings and outgo are not applicable since the
Company is into trading and distribution business.
However, your Directors have taken appropriate care to conserve the energy during the
year under review.
Your Company, in order to increase its foreign exchange earnings, is developing an
export market strategy by focusing on sales of the diverse products of the Company in the
international market.
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 of NonDisqualification of Directors received from a Company Secretary
in practice is attached to this Report.
GENERAL DISCLOSURES
Your Company is listed on the Bombay Stock Exchange (BSE).
During the year under review:
a) The Chairman of the Company did not receive any remuneration or commission from any
of the subsidiaries of your Company. The Whole-Time Director of the Company did not
receive any commission from any of its subsidiaries.
b) Company has not issued Shares (Including Sweat Equity Shares and Employee Stock
Options) to employees of the Company under any Scheme.
c) The Company has not bought back any shares during the year.
d) The Company has not issued equity shares with differential rights as to dividend,
voting or otherwise.
SIGNIFICANT AND MATERIAL ORDERS
No Significant or material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status or Companys operations in future.
CHANGE IN THE NATURE OF BUSINESS. IF ANY
There was no change in Business and in the nature of Business of your Company during
the year under review affecting the financial position of the Company.
ACKNOWLEDGEMENTS:
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 |
| Veritas (India) Limited |
| Sd/- |
| Nitinkumar Didwania |
| Chairman |
| DIN:00210289 |
| Place: Mumbai |
| Date: 02nd September,2022 |
+91-9892691696
