veritas india Auditors report

TO THE MEMBERS OF VERITAS (INDIA) LIMITED

REPORT ON THE FINANCIAL STATEMENTS

OPINION

We have audited tke accompanying Standalone Indian Accounting Standard ("Ind AS") financial statements of Veritas (India) Limited ( tlie Company ), which comprise tke Balance Sheet as at March 31, 2023, tke Statement of Profit and Loss (including Otker Comprekensive Income), tke Statement of Ckanges in Equity and tke Statement of Cask flows for tke year ended on tkat date, and notes to tke financial statements, including a summary of tke significant accounting policies and otker explanatory information (kereinaf ter referred to as tke standalone financial statements ).

In our opinion and to tke kest of our information and according to tke explanations given to us, tke aforesaid standalone financial statements give tke information required by tke Companies Act, 2013 ("tke Act") in tke manner so required and give a true and fair view in conformity witk tke accounting principles generally accepted in India, of tke state of affairs of tke Company as at Marck 31,2023, its profit and otker comprekensive income, ckanges in equity and its cask flows for tke y ear ended on tkat date.

Basis for Opinion

We conducted our audit of tke standalone financial statements in accordance witk tke Standards on Auditing specified under section 143(10) of tke Act ( tke SAs ). Our responsibilities under tkose Standards are further described in tke Auditor s Responsibilities for tke Audit of tke Standalone Financial Statements section of our report. We are independent of tke Company in accordance witk tke Code of Etkics issued by tke Institute of Chartered Accountants of India (tke 1CAI") together witk tke ethical requirements tkat are relevant to our audit of tke standalone financial statements under tke provisions of tke Act and tke Rules made thereunder, and we have fulfilled our otker ethical responsibilities in accordance witk these requirements and tke ICAIs Code of Etkics. We believe tkat tke audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on tke standalone financial statements.

Empkasis of Matter

We draw attention to Note to tke standalone financial statements, wkick explains tlae fact tkat tke Company tkrougk its Step-down subsidiary, Veritas P oly-ckem P rivate Limited wkick kas merged in current y ear in M/s Veritas Petro Industries Private Limited, kas initiated a setup of an integrated manufacturing complex at Digki Port in tke state of Makarasktra. Tke project is presently financed by tke Company and would be suitably finance subsequently tkrougk appropriate means at appropriate time.

Our opinion is not modified in respect of above matters.

Key Audit Matters

Key audit matters are tkose matters tkat, in our professional judgment, were of most significance in our audit of tke standalone financial statements of tke current period. Tkese matters were addressed in tke context of our audit of tke standalone financial statements as a wkole, and in forming our opinion tkereon, and we do not provide a separate opinion on tkese matters. We kave determined tkat tkere are no key audit matters to communicate in our report.

Information Otker tkan tke Standalone Financial Statements and Auditors Report Tkereon

Tke Company s Board of Directors is responsible for tke preparation of tke otker information. Tke otker information comprises tke information included in tke Management Discussion and Analysis, Directors Report including Annexures to Directors Report, Corporate Governance and Skarekolders Information, but does not include tke standalone financial statements and our auditor s report tkereon. Tke Otker information as above is expected to be made available to us after tke date of tkis Auditors report.

Our opinion on tke standalone financial statements does not cover tke otker information and we will not express any form of assurance conclusion tkereon.

In connection witk our audit of tke financial statements, our responsibility is to read tke otker information identified above wken it becomes available and, in doing so, consider wketker tke otker information is materially inconsistent witk tke standalone financial statements or our knowledge obtained during tke course of our audit, or otkerwise appears to be materially misstated. Wken we read tke otker information, if we conclude tkat tkere is a material misstatement tkerein, we are required to communicate tke matter to tkose ckarged witk governance.

Management s Responsibility lor tbe Standalone Financial Statements

Tbe Company s Board ol Directors is responsible lor tbe matters stated in section 13-4(5) ol tbe Act witb respect to tbe preparation ol these standalone financial statements tbat give a true and lair viewol tbe financial position, financial performance, total comprehensive income, changes in equity and cash flows ol tbe Company in accordance witb tbe Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance ol adequate accounting records in accordance witb tbe provisions ol tbe Act lor safeguarding tbe assets ol tbe Company and lor preventing and detecting frauds and other irregularities; selection and application ol appropriate accounting policies; making judgments and estimates tbat are reasonable and prudent; and design, implementation and maintenance ol adequate internal financial controls, tbat were operating effectively lor ensuring tbe accuracy and completeness ol tbe accounting records, relevant to tbe preparation and presentation ol tbe standalone financial statements tbat give a true and lair view and are free from material misstatement, whether due to fraud or error.

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

Tbe Board ol Directors are also responsible lor overseeing tbe Companys financial reporting process.

Auditor s Responsibilities lor tbe Audit ol tbe Standalone Financial Statements

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

unless law or regulation precludes public disclosure about tbe matter or wben, in extremely rare circumstances, we determine tbat a matter should not be communicated in our report because the adverse consequences ol doing so would reasonably be expected to outweigh the public interest benefits ol such communication.

Report on Other Legal and Regulatory Requirements

1.As required by the Companies (Auditors Report) Order, 2020 (the Order), issued by the

Central Government ol India in terms ol section 143(11) ol the Act, we give in the Annexure A, a

statement on the matters specified in paragraph 3 and 4 ol the Order, to the extent applicable.

2.As required by Section 143(3) ol the Act, based on our audit, we report that:

a)We have sought and obtained all the information and explanations which to the best ol our knowledge and belie! were necessary lor the purposes ol our audit.

b)In our opinion, proper books ol account as required by law have been kept by the Company so lar as it appears from our examination ol those books and proper returns adequate lor the purposes ol our audit have been received from branches not visited by us.

c)The Balance Sheet, the Statement ol Profit and Loss (including Other Comprehensive Income), Statement ol Changes in Equity and the Statement ol Cash Flow dealt with by this Report are in agreement with the relevant books ol account.

d)In our opinion and to the best ol our information and according to the explanations given to us, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under section 133 ol the Act, read with the relevant rules thereunder.

e)On the basis ol written representations received from the Directors as on March31,2023 and taken on record by the Board ol Directors, in its meeting held on April 15,2022, none ol the directors is disqualified as on March31,2023, from being appointed as a director in terms ol Section 164 (2) ol the Act;

1) With respect to the adequacy ol the internal financial controls with reference to Ind AS Financial Statements ol the Company and the operating effectiveness ol such controls, refer to our separate report in Annexure B . Further, our report expresses an unmodified opinion on the adequacy and operating effectiveness ol the Companys internal financial controls with reference to the standalone financial statements;

g) with respect to the other matters to he included in the Auditor s Report in accordance with Rule 11 ol the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the hest ol our information and according to the explanations given to us:

a. the Company has no pending litigations except as disclosed in notes to account, h. the Compamj did not have any long-term contracts including derivative contracts lor which there were any material foreseeable losses.

c. there has been no delay in transferring amounts, required to he transferred, to the Investor, Education and Protection Fund hy the Company.

d. In respect of Rule 11(e) of tke Companies (Audit and Auditors) Rules, 2014,

i.Tke management kas represented tkat, to tke Lest of its knowledge and l>elief, no funds (wkick are material eitker individually or in tke aggregate) kave keen advanced or loaned or invested (eitker from borrowed funds or skare premium or any otker sources or kind of funds) by tke company to or in any otker person(s) or entity (ies), including foreign entities ( Intermediaries ), witk tke understanding, wketker recorded in writing or otkerwise, tkat tke Intermediary skall, wketker, directly or indirectly lend or invest in other persons or entities identified in any manner wkatsoever by or on bekalf of tke company ("Ultimate Beneficiaries ) or provide any guarantee, security or tke like on bekalf of tke Ultimate Beneficiaries.

ii.Furtker, tke management kas represented tkat, no funds (wkick are material eitker individually or in tke aggregate) kave been received by tke company from any person(s) or entity (ies), including foreign entities (Funding Parties ), witk tke understanding, wketker recorded in writing or otkerwise, tkat tke company skall, wketker, directly or indirectly, lend or invest in otker persons or entities identified in any manner wkatsoever by or on bekalf of tke Funding Partij ("Ultimate Beneficiaries") or provide any guarantee, security or tke like on bekalf of tke Ultimate Beneficiaries.

iii.Based on suck audit procedures tkat were considered reasonable and appropriate in tke circumstances, notking kas come to our notice tkat kas caused us to believe tkat tke representations under sub-clause (a) and (b) above contain any material misstatement.

iv.Tke final dividend paid by tke Company during tke year in respect of tke same declared for tke previous year is in accordance witk section 123 of tke Companies Act 2013 to tke extent it applies to payment of dividend. A^s stated in notes to tke financial statements, tke Board of Directors of tke Company kave proposed final dividend for tke year wbicb is subject to tbe approval of tbe members at tbe ensuing Annual General Meeting. Tke dividend declared is in accordance witb section 123 of tbe Act to tbe extent it applies to declaration of dividend.

la) As required lay Section 197(16) ol tlie Act, in our opinion and to tlae Lest ol our information and according to tlie explanations given to us, tlae remuneration paid Ly tlie Company to its directors during tlie y ear is in accordance witk tLe provisions of section 197 of the Act. ⁱ⁾

i) Proviso to Rule 3(1) of tLe Companies (Accounts) Rules, 2014 for maintaining Looks of account using accounting software wLicL Las a feature of recording audit trail (edit log) facility is applicaLle to tLe Company witL effect from April 1, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicaLle for tLe financial year ended MarcL 31,2023

ANNEXURE ‘A TO THE INDEPENDENT AUDITORS 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)(a) (A) The Company has maintained proper records showing full particulars, including

quantitative details and situation of Property Plant and Equipment including intangible assets.

(B) The Company does not hold any intangible asset.

(b)The Company has a regular programme of phy sical verification of property, plant and equipment under which property, plant and equipment are verified annually. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification during the year.

(c)According to the information and explanations given to us and the records examine by us and based on the examination of the registered sale deed/ transfer deed /conveyance deed provided to us, we report that, the title deeds, comprising all the immovable properties of land and acquired buildings which are freehold, are held in the name of the Company as at the balance sheet date.

In respect of immovable properties of land that have been taken on lease and disclosed as property, plant and equipment in the Standalone Financial Statements, the lease agreements are in the name of the Company, where the Company is the lessee in the agreement.

(d)The Company has not revalued any of its Property, Plant and Equipment (including right ~of~use assets) and intangible assets during the year.

(e)According to the information and explanations given to us and the records examine by us no proceedings have been initiated during the year or are pending against the Company as at March 31,2023 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2010) and rules made thereunder.

(ii)(a) The physical verification of inventory is carried once in a year and coverage and

procedure is reasonable and appropriate. As per the records available for verification there are no items of inventory with differences more than the prescribed limit.

(b)The Company has not been sanctioned working capital limits in excess of Rs. 5 crores, in aggregate, from banks and financial institutions on the basis of security of current assets.

(iii)(a) The Company has granted loans, given guarantee to companies as given in. note 39 to

notes to accounts.

(b)In our opinion, the investments made and the terms and conditions of the grant of loans, during the year are, prima facie, not prejudicial to the Companys interest

(c)In respect of loans and advances in the nature of loans (together referred to as ‘ loan assets"), the schedule of repayment of principal and payment of interest has been stipulated.

(d)The total overdue amount for more than 90 days as on 31 March 2023 is provided below.

No. ofPrincipalInterestTotal Remarks (if any)

casesamount overdue overdue (Rs. overdue

(Rs. Lakhs)Lakhs)(Rs. Lakhs)

1 NilNil : Nil

In our opinion, the Company has taken reasonable steps for the recovery of principal and wherever applicable, interest.

(e)No loan or guarantee has fallen due for repay ments as per the terms and conditions as a result this clause is not applicable to the Company.

(f)The Company has not granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repaijment. The details of loans granted and guarantees given are given in note 39.

(iv)According to the information and explanations given to us and on the basis of our examination of the records of the Company, the provisions of Section 185 of the Companies Act, 2013 are complied with. The Company has complied with the provisions of Section 186 of the Companies Act, 2013 in respect of investments made or loans or guarantee or security provided to the parties covered under Section 186.

(v)As per tke Ministry of Corporate Affairs notification dated Marck 31,2014, tke provisions of Sections 73 to 76 or any otker relevant provisions of tke Act and tke Companies (Acceptance of Deposits) Rules, 2014, as amended, witk regard to tke deposits accepted are not applicable to tke Company and, kence, reporting under Clause 3(v) of tke Order is not applicable.

(vi)According to tke information and explanations given to us and to tke Lest of our knowledge, tke Central Government kas not prescribed tke maintenance of cost records under sub-section 1 of section 148 of tke Companies Act, 2013 read witk Companies (Cost Records and Audit) Rules, 2014, as amended for tke services of tke Company, and, kence, reporting under paragrapk 3 (vi) of tke order is not applicable to tke Company.

(vii)(a) According to tke information and explanations given to us, and on tke basis of

examination of tke books of account of tke Company examined by us, in our opinion, tke Company is regular in depositing witk tke appropriate autkorities undisputed statutory dues including provident fund, employees state insurance, income tax, sales- tax, goods and service tax, cess and otker material statutory dues applicable to it. According to information and explanations given to us, no undisputed amounts payable were outstanding, at tke year end, for a period of more tkan six montks from tke date tkey became payable, except advance income tax of Rs. 75.35 lacs.

(b)According to tke information and explanations given to us, tkere are no dues of income tax, sales tax, goods and service tax, cess and otker material statutory dues wkick kave not been deposited witk tke appropriate autkorities on account of any dispute.

Assessee Name	AO Details	AY.	Demand (Rs.)	Port Payment Done	Balance Demand (Rs.)	Status
SALES TAX
Veritas India	DC	2013-	87,778,285		NIL	ORDER
Ltd. — Gujarat	CST	14				RECEIV
	APPEA					ED ON
	L					20.04.23
Veritas India	DC	2014-	42,780,358	-	42,780,358
Ltd. — Mumbai	VAT	15
	APPEA					APPEAL
	L					FILED
Assessee Name	AO Details	AY.	Demand (Rs.)	Part Payment Done	Balance Demand (Rs.)	Status
INCOME
TAX
Veritas India Ltd.	CIT APPEAL	2017 48	63,692,910	2,837,928	60,854,982	APPEAL FILED
Veritas India Ltd.	ITAT APPEAL	2014 45	15,845,720	-	15,845,720	APPEAL FILED
Veritas India Ltd.	CIT APPEAL	2021 -22	80,579,860	-	80,579,860	APPEAL FILED
APPEAL
FILED BY PR
COMMNR
INCOME
TAX IN HIGH
COURT
Veritas India Ltd.	HIGH COURT	2010 -11	165,000,000		165,000,000	APPEAL FILED BY DEPT
Veritas India Ltd.	HIGH COURT	2011 -12	28,500,846	-	28,500,840	APPEAL FILED BY DEPT
TOTAL			484477,979.25	2837,928	393561766.29

(viii)According, to tlie information and explanations given to us and tlie records examine by us there were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during tlie year in tlie tax assessments under tlie Income

Tax Act,1961 (43 of 1961).

(ix)(a) Tlie Company lias not defaulted repayment of loans or otlier borrowings or in tbe payment of interest tbereon to any lender during tbe year.

(b)According to tbe information and explanations given to us and tbe records examine by us tbe Company bas not been declared a willful defaulter by any bank or financial institution or other lender.

(c)Tbe Company bas not raised any money by way of terms loans during tbe xjear.

(d)On an overall examination of tbe financial statements of tbe Company, funds raised on short term basis have, prima facie, not been used during tbe year for long-term purposes by tbe Company.

(e)According to the information and explanations given to us and tbe records examine by us tbe Company bas not taken any funds from any entity or person on account of or to meet tbe obligations of its subsidiaries or associates.

(f)According to tbe information and explanations given to us and tbe records examine by us tbe Company bas not raised loans during tbe year on tbe pledge of securities held in its subsidiaries or associate companies.

W (a) Tbe Company bas not raised moneys by way of initial public offer or further public offer (including debt instruments) during tbe year and hence reporting under clause 3(x)(a) of tbe Order is not applicable.

(b) During tbe year, tbe Company bas not made preferential allotment of shares as a result tbe requirement of section 42 and section 62 of tbe Companies Act, 2013 are not applicable.

(xi)(a) During tbe course of our examination of tbe books and records of tbe Company, carried

out in accordance with tbe generally accepted auditing practices in India, and according to tbe information and explanations given to us, we have not come across any instance of material fraud by or on tbe Company, noticed or reported during tbe year, nor have we been informed of such case by management.

(b)No report under sub-section (12) of section 143 of tbe Companies Act bas been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with tbe Central Government, during the year and upto tbe date of this report.

(c)As confirmed by tbe management there are no whistle blower complaints received by tbe Company during tbe year.

(xii)Tbe Company is not a Nidhi Company and hence, reporting under paragraph 3 (xii) of tbe

Order is not applicable.

(xiii)According to tke information and explanations given to us and on tire basis of our examination of tlie records, tke Company is in compliance witli Section 177 arid 188 of tke Act wkere applicable, for all transactions witb tke related parties and tlie details of related party transactions bave been disclosed in tke Standalone Financial Statements, as required by tke applicable accounting standards.

(xiv)(a) In our opinion tke Company kas an adequate internal audit system commensurate

witk tke size and tke nature of its business.

(b) We kave considered, tke internal audit reports for tke year under audit, issued to tke Company during tke year and till date, in determining tke nature, timing and extent of our audit procedures.

(xv)According to tke information and explanations given to us and on tke basis of our examination of tke records, tke Company kas not entered into any non-cask transactions witk directors or persons connected witk directors. Hence, reporting under paragrapk 3(xv) of tke Order is not applicable.

(xvi)(a)Tke Company is not required to be registered under Section 45- LA of tke Reserve Bank

of India Act, 1934 (2 of 1934).

(b)Tke Company kas not conducted any business of Non-Banking Finance or Housing Finance business during tke year.

(c)In our opinion, tke Company is not a Core Investment Company and there is no otker & Core Investment Company witkin tke Group (as defined in tke Core Investment

(d)Companies (Reserve Bank) Directions, 2016) and accordingly reporting under clause 3(xvi)(c) and (d) of tke Order is not applicable.

(xvii)Tke Company kas not incurred cask losses during tke financial year covered by our audit and tke immediately preceding financial year.

(xviii)Tkere kas been no resignation of tke auditor during tke year kence tkere is no requirement to report under tkis clause

(xix)On tke basis of tke financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, otker information accompanying tke financial statements and our knowledge of tke Board of Directors andManagement plans and based on our examination of tke evidence supporting tke assumptions, notking kas come to our attention, wkick causes us to believe tkat anij material uncertainty exists as on tke date of tke audit report indicating tkat Company is not capable of meeting its liabilities existing at tke date of balance skeet as and wken tkey fall due witkin a period of one y ear from tke balance skeet date. W e, kowever, state tkat tkis is not an assurance as to tke future viability of tke Company. We furtker state tkat

our reporting is based on the facts up to tlie date of tlie audit report and it should not be construed as a guarantee or assurance that all liabilities falling due within ?a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

(xx)(a) There are unspent amounts towards Corporate Social Responsibility (CSR) other than ongoing projects requiring a transfer to a Fund specified in Schedule VII to the Companies Act in compliance with second proviso to sub-section (5) of Section 135 of the said Act. Accordingly, reporting under clause 3(xx)(a) of the Order is not applicable for the year.

( b) There are no unspent amounts under sub-section (5) of section 135 of the Act, pursuant to any ongoing project requiring transfer to special account in compliance with the provision of sub-section (6) of section 135 of the Act. Accordingly, reporting under clause 3(xx)(a) of the Order is not applicable for the year.

(xxi)There have been no qualification or adverse remarks by the respective auditors in the CARO 2020 reports of the respective companies included in the consolidated financial statements.