woodsvilla ltd Directors report

Dear Members,

The Board of Directors have the pleasure of presenting the 35th Annual Report together with the Audited Financial Statements, Auditors Report and the Directors Report on the business and operations of the Company, for the financial year ended 31st March, 2023.

1. FINANCIAL PERFORMANCE

The summarized financial highlights for the year under review are presented below: Amount (in Rs.)

Particulars	Financial Year	Financial Year
	2022-23	2021-22
Net Sales/ Income from Operations	88,69,847	34,73,775
Other Income	6,29,571	8,04,748
Total Income	94,99,418	42,78,523
Cost of material consumed	24,90,500	8,06,768
Employee Benefit expenses	12,75,309	10,15,045
Other expenses	44,79,538	12,61,693
Total expenses	82,45,347	30,83,506
Profit before Interest, Depreciation & Tax	12,54,070	11,95,017
Less: Finance Cost	40,766	6,304
Profit before Depreciation & Tax	12,13,304	11,88,713
Less: Depreciation	10,08,205	9,92,200
Profit (Loss) before Tax	2,05,099	1,96,513
Add/(Less): Tax	13,50,131	1,500
Other comprehensive Income/Loss	1,66,015	21,28,788
Net Profit/(Loss) after Tax	9,79,018	23,26,801
Balance b/f from the Balance Sheet	1,25,22,567	1,10,95,766
Balance c/f to the Balance Sheet	1,15,43,549	1,25,22,567

2. FINANCIAL HIGHLIGHTS

The revenue from operations of the Company during the financial year 2022-23

improved significantly from Rs. 34,73,775/- in financial year 2021-22 to Rs.88,69,847/- in the relevant year. Your Company has recorded an increase of 155.33% in the revenue from operation of the Company during the financial year 2022-23. In spite of tough competition and ever-increasing technological advancements like online bookings etc., your Company has managed to sustain its position in the industry.

3. DIVIDEND

In order to conserve cash and ensure liquidity for the operations for the Financial Year 2023-24, the Board of Directors decided not to recommend any dividend to the shareholders for the Financial Year 2022-23.

4. SHARE CAPITAL

The Authorized Share Capital of your Company is Rs. 5,50,00,000/- and the paid-up share capital of your Company is Rs. 3,00,70,000/-. There was no change in the share capital structure of the Company during the financial year ended 31st March, 2023.

5. RESERVES

Your directors do not propose to transfer any amount to the Reserves for the financial year ended 31st March, 2023.

6. DEPOSITS

Your Company has neither any outstanding deposit nor accepted any deposit under Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the period under review.

7. SUBSIDIARY/ASSOCIATE & JOINT VENTURECOMPANIES

The Company does not have any holding, subsidiary, and associate Companies.

8. LISTING

The equity shares of the Company continue to be listed on the BSE Limited. We confirm that Annual Listing Fees for the financial year 2022-23 has already been paid within the stipulated time period.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that: -

i) In the preparation of the Annual Accounts for the Financial Year ended March 31, 2023, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii) The Directors 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 at the end of the financial year ended March 31, 2023 and of the profit or loss of the Company for that period;

iii)The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

ivJThe Directors had prepared the Annual Accounts for the Financial Year ended March 31, 2023 of the Company on a going concern basis.

v] The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi] The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. DIRECTORS/ KEY MANAGERIAL PERSONNEL(KMP)

a) Retire by Rotation

Mr. Vipin Aggarwal (DIN: 00084395) is retiring by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. In view of the valuable guidance and support received from him, your Directors recommend his re-appointment.

b) Appointments and Cessation of Director during Financial Year 2022-23

During the period under review, there were no new appointments or cessations. However, Mrs. Meena Aggarwal (DIN: 00084504), was retired by rotation and reappointment at the Annual General Meeting of the Company held on September 30, 2022.

c) Declaration of Independent Directors

At the first meeting of the Board of Directors for the Financial Year 2022-23 held on 27/05/2022 the Independent Directors have confirmed, as required under sub section (7) of Section 149 of the Companies Act, 2013 that they meet the criteria of independence required under sub-section (6) of Section 149 of the Companies Act, 2013.

The Board, after undertaking due assessment of the veracity of the declaration submitted by the Independent Directors under sub section (6) of Section 149 of the Companies Act, was of the opinion that the Independent Directors meet the criteria of independence, are independent from Management and have necessary integrity, expertise, skills and experience required for their role.appointment as Independent Director.

All the Independent Directors of the Company have registered themselves in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (IICA). In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of two (2) year from the date of inclusion of their names in the

data bank. The Independent Directors, whosoever is required, shall undertake the said proficiency test.

Further, pursuant to the provisions of Section 149(8) read with Schedule IV of the Act a meeting of the Independent Directors is required to be convened without the presence of Non-Independent Directors and Members of the Management.

Accordingly, the meeting of the Independent Directors was held on 13/02/2023.

d) Women Director

In terms of the provision of section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligation and disclosure Requirements) Regulation, 2015, your Company has complied with the requirement of having at least one Women Director on the Board of the Company. Mrs. Meena Aggarwal, Director 8i Chief Executive Officer is the Women director of the Company.

e) Appointment and cessation of KMP

During the year under review, there was no changes in Key Managerial Personnel of the Company.

As on the date of the report, the Key Managerial Personnel of your Company are as under-:

S.No.	Name	Designation
1	Mrs. Meena Aggarwal	Chief Executive Officer
2	Mr. Sudhansu Kumar Nayak	Chief Financial Officer
3	Ms. Vineeta Agrawal	Company Secretary 8i Compliance Officer

11. BOARD MEETINGS

During the financial year 2022-23, 4 (Four) meetings were held on 27/05/2022, 14/08/2022.14/11/2022 and 13/02/2023. Here gap between two Board Meetings did not exceed 120 days as mentioned in Regulation 17(2) of the Listing Regulations.

12. COMMITTEES OF THE BOARD

The Board of your Company have constituted the following Committees in accordance with the provisions of the Companies Act, 2013 read with Listing Regulations:

a) Audit Committee

The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in

the financial reporting process by the Management, the internal auditor and the statutory auditor and notes the processes and safeguards employed by each of them and also assesses the adequacy and reliability of the internal control systems and risk management systems. The Audit Committee further reviews processes and controls including compliance with laws, Whistle Blower Policy and related cases thereto, functioning of the Prevention of Sexual Harassment at Workplace Policy and guidelines and internal controls.

The internal auditor reports functionally to the Audit Committee. The Executive Directors) and Senior Management of the Company also attend the Meetings as invitees whenever required to address concerns raised by the Committee Members. All the recommendation of the Committee were accepted by the Board.

The audit committee met Four (4) times during the year under review on 27.05.2022, 14.08.2022, 14.11.2022 and 13.02.2023. The composition of the Audit Committee is as under-:

S.no	Name of the Members	Designation
1	Mr. Sanwar Mai Saini	Chairman
2	Mr. Vipin Aggarwal	Member
3	Mr. Ravinder Mohan Manchanda	Member

b) Nomination & Remuneration Committee

The purpose of the Nomination and Remuneration Committee includes formulating criteria for determining qualifications, positive attributes and independence of Directors and recommending to the Board of Directors, a policy relating to the remuneration of the Directors and Key Managerial Personnel, overseeing the Companys process for appointment of Senior Management and their remuneration, devising criteria for performance evaluation of the Board of Directors (including Independent Directors).

The NRC also discharges the Boards responsibilities relating to compensation of the Companys Executive Directors and Senior Management.

The Nomination & Remuneration Committee met Four (4) times during the year under review on 27.05.2022, 14.08.2022, 14.11.2022 and 13.02.2023. The composition of the Committee is as under-:

S.no.	Name of the Members	Designation
1	Mr. Ravinder Mohan Manchanda	Chairman
2	Mrs. Meena Aggarwal	Member
3	Mr. Sanwar Mai Saini	Member

c) Stakeholders Relationship Committee

Mainly, the Stakeholders Relationship Committee is responsible for resolving complaints related to transfer/transmission of shares, non- receipt of annual report and non-receipt of declared dividends, general meetings, approve issue of new/duplicate certificates and new certificates on split/consolidation/renewal etc., approve transfer/transmission, dematerialization and other related shareholder issues.

The Stakeholders Relationship Committee met Three (3) times during the year under review on 27.05.2022, 14.11.2022 and 13.02.2023. The composition of the Committee is as under-:

S.no.	Name of the Members	Designation
1	Mr. Sanwar Mai Saini	Chairman
2	Mr. Vipin Aggarwal	Member
3	Mr. Ravinder Mohan Manchanda	Member

cHRisk Management Committee

Risk Management Committee is focused on enterprise risk management framework for identifying risks and opportunities that may have a bearing on the organizations objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy.

The Risk Management Committee met Three (3) times during the year under review on 27.05.2022,14.08.2022 and 13.02.2023. The composition of the Committee is as under-:

S.no.	Name of the Members	Designation
1	Mr. Ravinder Mohan Manchanda	Chairman
2	Mr. Vipin Aggarwal	Member
3	Mr. Sanwar Mai Saini	Member

e) Corporate Social Responsibility and Sustainability Committee

The Company did not fall under the purview of the criteria specified for applicability of Corporate Social Responsibility CCSR") under Section 135 for the year under review. Therefore, the provisions of Section 135 of the Act were not applicable on the Company.

13. POLICY ON QUALIFICATION AND REMUNERATION FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES:

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications, professional experience, and knowledge of the Board members necessary for achieving sustainable and balanced development. Accordingly, the Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations. During the financial year under review.

The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of directors and other matters as provided under subsection (3) of Section 178 of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The Policy also lays down broad guidelines for evaluation of performance of Board as a whole, Committees of the Board, individual Directors including the chairperson and the Independent Directors. The Policy encourages the appointment of women at senior executive levels and thereby promoting diversity. The Policy is designed to attract, recruit, retain and motivate best available talent.

There was no change carried in such policy during the year under review.

The web link of the Remuneration Policy is http://www.woodsvilla.in/nomination remuneration policv.html

14. PERFORMANCE EVALUATION

The Board annually evaluates its performance as well as the performances of its Committees and of Directors individually.

For evaluating the performance of the Board as a whole, the Board reviews the periodical performances of the Company and the role of the Board towards achievement of the said performances and the future plans as set out from time to time.

The performance of the Whole Time Directors is evaluated by the Board by linking it directly with their devotion towards implementation and management of the growth parameters of the Company and the actual achievements of the Company.

The performance of the Non-Executive / Independent Directors is evaluated on the basis of their contribution for adopting better corporate governance practices, transparency and disclosures in achieving the goal of the Company.

The performance of the various Committees of the Board is reviewed on the basis of the achievement of the work designated to the specific committee.

The Directors expressed their satisfaction with the evaluation process.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 read with Schedule V of the Listing Regulations, the Management Discussion and Analysis Report are presented in a separate section forming part of this Annual Report in Annexure- A.

16. CORPORATE GOVERNANCE REPORT

The provisions relating to the Corporate Governance as enumerated under the Regulation 15 of Listing Regulations are not applicable to your Company as the paid up share capital and net worth of the Company as on the last day of the previous financial year are below rupees ten crores and rupees twenty five crores respectively. Hence, the disclosure in the annual report relating to para C, D and E of Schedule V to the above said Regulations does not forms the part of this Report.

17. VIGIL MECHANISM /WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulations 34(3) of Listing Regulations, a Vigil Mechanism/Whistle Blower policy for directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company.

During the year under review, no employee was denied access to the Audit Committee. No complaints were received under Vigil Mechanism & Whistle Blower Policy during the financial year 2021-22.

18. RISK MANAGEMENT POLICY

The Company follows the risk management policy wherein the management keeps an eagle eye view on the markets related to the services provided by the Company. The management also monitors the socio-economic changes worldwide and the changes in the currency fluctuation to minimize the risks.

The Board members are regularly informed about the potential risks, their assessment and minimization procedures. The Board frames a plan for elimination / minimization of the risk and further lays out the steps for implementing and monitoring of the risk management plan.

There are no risks which in the opinion of the Board are of the nature that can threaten the existence of the Company. However, the risks inter-se that is generally dealt in regular course of business and has to be taken care of is seasonal sale and weather conditions.

19. RELATED PARTY TRANSACTIONS

On the recommendation of the Audit Committee, the Board of Directors has adopted

a policy on Related Party Transactions. The Policy envisages the procedure governing related party transactions required to be followed to ensure compliance with the applicable laws and regulations as well as to ensure that the Related Party Transactions are managed and disclosed in accordance with the legal and accounting requirements.

During the year under review, no contract or arrangement was entered by the Company in terms of the provisions of Section 188(1) of the Act. All the related party transactions entered during the year were in the ordinary course of business and on arms length basis.

Further, no material related party transaction was entered during the year under review. Accordingly, disclosure as required under section 134(3) (h) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, in form AOC-2, is not applicable to your Company.

All related party transactions are mentioned in the notes to the financial statements.

20. ADEQUACY OF INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

The Board has inter-alia reviewed the adequacy and effectiveness of your Companys internal financial controls relating to its financial statements.

The Board has discussed with the Management of the Company the major financial risk exposures and the steps taken by it to monitor and control such exposures, overseen and reviewed the functioning of the Whistle Blower Mechanism and the findings in respect of the investigations conducted on frauds, which were material in nature and the actions taken by the Management in this regard.

21. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of your Company occurred between the end of the financial year till the date of this report.

22. EXTRACT OF ANNUAL RETURN

A copy of annual return of the Company is available on the website of the Company. Web link of the same is https://www.woodsvilla.in/annual_returns.html

23. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Your Company has not made any Loan or given any Guarantees and the details of investments made are given under relevant note of the Financial Statements. However, the investments made does not exceeds the limits as prescribed under Section 186 of the Act during the financial year under review.

24. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS

OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND OPERATIONS OF THE BANK

During the period under review, no significant or material orders were passed by any Regulator, Court or Tribunal against your Company, which could impact its going concern status or operations.

25. CHANGE IN NATURE OF BUSINESS, IFANY

During the period under review, there was no change in the nature of business of your Company.

26. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has constituted necessary Internal Complaints Committee in accordance with the said Act.

During the period under review, your Company has not received any complaint of Sexual Harassment at Work Place.

27. AUDITORS

(a) STATUTORY AUDITORS AND THEIR REPORT

At the 34th Annual General Meeting of the Shareholders of your Company held on 30^th September, 2022, M/s Rakesh Raj & Chartered Accountants, was appointed as the Statutory Auditors of the Company to hold office as such from the conclusion of the 34th Annual General Meeting until the conclusion of the 39^th Annual General Meeting on such remuneration, as may be approved by the Board.

There are no qualifications, reservations or adverse remarks made by M/s Rakesh Raj & Associates, Chartered Accountants, Statutory Auditors of the Company, in their report.

Further, pursuant to Section 143(12) of the Companies Act, 2013, the Statutory Auditors of the Company have not reported any instances of frauds committed in the Company by its officers or employees.

(b) SECRETARIAL AUDITORS AND AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s Kundan Agrawal & Associates, Company Secretaries, Delhi, to act as the Secretarial Auditor of your Company for the financial year 2022- 23. The secretarial audit of your Company was conducted in respect of the matters prescribed in the said Rules and as set out in the Secretarial Audit Report for the

financial year 2022-23, which is provided as an Annexure-B to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark and is self- explanatory in nature

(c) INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the relevant rules and regulations framed thereunder, your Company had appointed M/s Ashu Gogia & Associates, Chartered Accountants as the Internal Auditor for the financial year 2022-23.

(d) COST AUDITORS

The provisions relating to the Cost Audit and appointment of Cost Auditor under Section 148 of the Companies Act, 2013 are not applicable to your Company.

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

The Company makes all efforts towards conservation of energy, protection of environment and ensuring safety.

(A) CONSERVATIONOF ENERGY -

a. Steps taken or impact on conservation of energy;

Considering the nature of activities in which the Company operates, energy consumption is in accordance to the normal business practices and does not require any specific installations. In its regular course of business, the Company is always vigilant to conserve the resources and continuously implements measures required to save energy.

b. Steps taken by the Company for utilizing alternate sources of energy;

The Company focuses on improving energy efficiency, increasing the use of renewable/ alternate source of energy in form of solar energy etc.

c. Capital investment on energy conservation equipment: NIL

(B) TECHNOLOGY ABSORPTION -

a. Efforts made towards technology absorption;

The business activities of the Company are not specific to any technology requirements.

b. Benefits derived as a result of the above efforts:

N.A.

c. Information regarding technology imported, during the last 3 years: N.A.

d. Expenditure incurred on Research and Development: N.A.

(C) Foreign Exchange Earnings and Outgo -

(a) Foreign Exchange Earnings :Nil

(b) Foreign Exchange Out go :Nil

29. PARTICULARS OF EMPLOYEES /PERSONNEL

Disclosures pertaining to remuneration and other details 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 are provided in the prescribed format and annexed herewith as Annexure- C to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report. Further, the Report is being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, any shareholder interested in obtaining a copy thereof may write to the Company Secretary of the Company at Woodsvillaresort@amail.com

30. SECRETARIAL STANDARDS

During the year company has complied with the Secretarial Standards-1 and II issued by the Institute of Company Secretaries of India.

31. THE DETAILS OF AN APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the period under review.

32. THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The above clause was not applicable on the company for the period under review.

33. ACKNOWLEDGEMENTS

The Board of Directors places on record its gratitude to the Ministry of Corporate Affairs, Securities and Exchange Board of India, other Statutory and Regulatory Authorities, Financial Institutions, Stock Exchanges, Registrar and Share Transfer Agent, Depositories and Correspondent Banks for their continued support and guidance.

The Board also places on record its appreciation to the Shareholders of the Company

for their continued support and to its valued customers for their continued patronage. The Board also expresses its deep sense of appreciation to all the employees of your Company for their strong work ethic, excellent performance, professionalism, teamwork, commitment and initiatives which has led to your Company reinforcing its customer centric image and making commendable progress in todays challenging environment.

FOR AND ON BEHALF OF THE BOARD
VIPIN AGGARWAL	MEENA AGGARWAL
Director	Director & CEO
DIN:00084395	DIN:00084504
PLACE: New Delhi DATE:01.09.2023