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Caveat:

This section of the Annual Report has been included in adherence to the spirit enunciated in the Code of Corporate Governance approved by the Securities and Exchange Board of India. Shareholders and Readers are cautioned that in the case of data and information external to the Company, though the same are based on sources believed to be reliable, no representation is made on its accuracy or comprehensiveness. Further, utmost care has been taken to ensure that the opinion expressed therein contain its perceptions on most of the important trends having a material impact on the Companys operations.

The opinions expressed by the management may contain certain forward-looking statements in the current scenario, which is extremely dynamic and increasingly fraught with risk and uncertainties. The Company undertakes no obligation to publicly update or revise any of the opinions or forward-looking statements expressed in this report, consequent to new information, future events, or otherwise. Estimation and expectation made in the Report may differ from actual performance due to various Economic conditions, Government Policies and other related factors.

Industry Structure and Development:

India Woodwork Industry is one of the fastest-growing industries in Indias economy. India possesses around 100,000 registered wood-ware units and more than 200,000 artisans along with countless other woodworking-related units in the sector. Wood has always been a major part of Indian handicrafts and various beautiful things are crafted out of it. India Woodwork Industry has not only specialized in serving an architectural purpose but also manufactures furniture both in traditional as well as ultramodern styles. In the rural areas of India, furniture and other household utensils are carved out of wood in different shapes and styles.

Opportunities:

The Indian wooden furniture market has enormous opportunities for manufacturers to innovate and deal with growing demand in the wood furniture market. Local manufactures are partnering with foreign manufacturers to improve their quality and designs in the market. The need for modular furniture provides immense opportunities for wooden furniture and hardware owners in the market. Furniture manufacturers are considering several factors while designing furniture, such as the furnitures functionality, look, feel, and value while designing furniture.

The wood furniture market in India is competitive due to the presence of a large number of small and local manufacturers in the market, accounting for a larger share in production. Southern and Northern India has a high demand for furniture products, but it is in the South where most manufacturers and distribution networks exist. The need for kiln-dried hardwood lumber exported from the United States has been rising by the importers and manufacturers in the market.

Business and Financial Review:

The Company is not operating since 2011.

Particulars

Year ended 31st March, 2023 Year ended 31st March, 2022

Total Income

-- --

Loss (after tax)

(13.97) (13.19)

Risk (internal and external) and threats envisaged by the management:

The Company is not operating since 2011 and therefore there are no Risk (internal and external) and threats envisaged by the management.

Internal Control Systems & their Adequacy:

The Company has proper and adequate systems of Internal Control commensurate with the size and operations of the Company. Checks & balances are in place to ensure that transactions are adequately authorised and recorded and that they are reported correctly. The company follows all Indian Accounting Standard for maintaining the books of accounts and reporting of financial statements.

Key Financial Ratios:

Sr. No. Ratios

2022-23 2021-22 Explanation for significant change

1. Debtor Turnover Ratio (times)

- - Not applicable as the turnover of the Company is nil.

2. Inventory Turnover Ratio (times)

- - Not applicable as the turnover of the Company is nil.

3. Current Ratio (times)

0.01 0.04 The company has paid off all the expenses and there is no revenue there for there is significant variation in ratio.

4. Debt Equity Ratio (times)

(1.01) (1.04) Not applicable

5. Interest Coverage Ratio (times)

- - Not applicable as there is no finance cost

6. Operating Profit Margin (%)

- - Not applicable as the turnover of the Company is nil.

7. Net Profit Margin (%)

- - Not applicable as the turnover of the Company is nil.

8. Return on Net Worth (times)

0.07 0.07 Not applicable

On behalf of the Board of Directors

Sd/-

Rashmi Anand

Place: Mumbai Chairperson & Whole-time Director

Date: August 14, 2023

FORM NO. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED ON 31st MARCH 2023

[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]

To,

The Members,

V.R.WOODART LIMITED

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by V.R.WOODART LIMITED (CIN: L51909MH1989PLC138292) (hereinafter called "the Company") for the Financial Year ended 31st March, 2023. Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys 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, I hereby report that in my opinion, the Company has, during the audit period covering the Financial Year ended on 31st March 2023, 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:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the Financial Year ended on 31st March 2023, according to the provisions of:

i The Companies Act, 2013 (the Act) and the rules made thereunder;

ii The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

iii The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

v The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

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

vi Other laws specifically applicable to the Company

The Company had no business operations during the year under review and as such there are no specific laws applicable to the Company.

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

i Secretarial Standards issued by The Institute of Company Secretaries of India.

ii The Listing Agreement entered into by the Company with BSE Limited;

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that during the review period, there were no events / actions in pursuance of:

a) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

b) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

c) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;

d) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; and

e) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;

I further report that:

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.

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 for meetings other than those held at a shorter notice. 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.

As per the minutes of the meetings duly recorded and signed by the Chairperson, the decisions of the Board were unanimous and there are no instances of dissenting views.

I further report that 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.

I further report that during the audit period there were no action/ events taken place which may have material bearing on the Companys affairs in pursuance of above referred laws, rules, regulations, guidelines, standards, etc.

Yours sincerely

For A. D. PAREKH & ASSOCIATES

Company Secretaries

Sd/-

CS AnkitD Parekh

M. No. ACS 31990 CoP No. 24267

Peer Review Cert. No. 2038/2022

UDIN: A031990E000803189

Place: Mumbai Date: 14th August 2023

To,

The Members,

V.R.WOODART LIMITED

ANNEXURE TO SECRETARIAL AUDIT REPORT

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

1. Maintenance of secretarial record is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and processes 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. I believe that the processes and practices I followed provide a reasonable basis for my opinion.

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

4. Where ever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My 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.

Yours sincerely

For A. D. PAREKH & ASSOCIATES

Company Secretaries

Sd/-

CS AnkitD Parekh

M. No. ACS 31990 CoP No. 24267

Peer Review Cert. No. 2038/2022

UDIN: A031990E000803189

Place: Mumbai Date: 14th August 2023