V R Woodart Ltd Directors Report.

To

The Members of

V.R.Woodart Limited

Your Directors are presenting the 30th Annual Report of your Company and the Audited Financial Statements for the financial year ended 31st March, 2020.

1. FINANCIAL SUMMARY OR HIGHLIGHTS:

(Rs. In Lacs)

Particulars For the Year ended 31.03.2020 For the Year ended 31.03.2019
Revenue from Operations -- --
Profit / (Loss) before taxation (9.83) (10.30)
Profit/ (Loss) for the year carried to Balance Sheet (11.73) (10.30)

2. STATE OF COMPANYS AFFAIRS AND OPERATIONAL PERFORMANCE:

During the year under review, the Companys operations were closed and the Company has not generated any revenue. The Companys losses stood at Rs. 11.73 lacs as compared to Rs. 10.30 lacs in the previous year.

3. SHARE CAPITAL

During the year under review, there was no change in the Authorised, issued, Subscribed and Paid-up Share Capital of the Company.

4. DIVIDEND:

In view of the carry forward losses, your Directors do not recommend any dividend on Equity Shares for the year under review. In terms of the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, there is no unpaid / unclaimed dividend which is pending to be transferred during the year to the Investor Education and Protection Fund.

5. RESERVES:

The Company has not transferred any amount to reserves due to losses in current financial year.

6. DEPOSITS:

During the year under review, your Company has not accepted any deposits from the Public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, or under Chapter V of the Companies Act, 2013.

7. RELATED PARTY TRANSACTIONS:

There were no transactions entered into with related parties during the financial year except where the transactions are for repayment of loans availed or granted in the previous years. Your Company has formulated a policy on related party transactions which can be accessed at http://www.vrwoodart.com/5policies.html

8. DISCLOSURE ON ACCOUNTING TREATMENT

The Company has not used any differential treatment which is not in compliance with Accounting standards and the financials of the Company depict a true and fair view of the state of affairs of the Company.

9. CHANGE IN NATURE OF BUSINESS, IF ANY:

The Company did not carry any business activity during the year under review.

10. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has formed whistle blower policy and has established the necessary vigil mechanism as defined under Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for directors and employees to report concerns about unethical behavior. No person has been denied access to the Chairman of the audit committee. The said policy has been also put up on the website of the Company and web link of the same is http://www.vrwoodart.com/5policies.html

11. INTERNAL FINANCIAL CONTROL:

The Company has adequate internal control systems, commensurate with the size, scale and complexity of its operations which monitors business processes, financial reporting and compliance with applicable regulations.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the requirements of the Act, Mr. Sanjay Anand (DIN:01367853) is liable to retire by rotation and being eligible offers himself for re-appointment. The Board recommends the appointment of Mr. Sanjay Anand as Director of the Company retiring by rotation.

During the year under review following changes took place in the Board structure which is as under:

1. Mr. Kartik Jethwa was appointed as Additional Director to be designated as Independent Director through circular resolution dated October 16, 2019.

2. Mrs. Divya Pai and Mr. Dharmesh Patel, Directors of the Company have tendered resignation w.e.f. February 22, 2020 and August 30, 2019 respectively. Further, upon their resignation, in terms of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 they have confirmed that there is no material reason other than that stated in their resignation letters

3. Change in designation of Mr. Sanjay Anand from Whole-time Director to Non-Executive Director w.e.f. February 21, 2020.

4. Change in designation of Mrs. Sujatha Shetty from Non-Executive Director to Whole-time Director w.e.f. February 21, 2020 for a term of five years subject to approval of members in the ensuing AGM of the Company.

5. Mr. Anwar Shaikh was appointed as Chief Financial Officer w.e.f. February 21, 2020 in place of Mr. Manish Mahendra Gupta who served as a CFO from April 05, 2019 to February 19, 2020.

6. Ms. Juhi Nagpal was appointed as Company Secretary cum Compliance officer w.e.f. November 25, 2019 in place of Mrs. Bijal Kakkad and Mrs. Kinjal Tanna who tendered their resignations during the year.

The candidature of Mr. Kartik Jethwa (DIN: 08587759) who was appointed as Additional (Independent) Director of the Company by the Board of Directors through circular resolution dated October 16, 2019 and Mrs. Sujatha Shetty as Whole-time Director of the Company is proposed by the Board for their appointment. The appointees hold office till the ensuing AGM of the Company and the Company seek their appointment as Independent Director and Whole-time Director as per the respective resolutions as set out in the Notice of the AGM. In opinion of the Board Mr. Kartik Jethwa possesses integrity, relevant experience and expertise to be appointed as an Independent Director of the Company.

As on March 31, 2020, the Key Managerial Personnel of the Company consists of Mrs. Sujatha Shetty, Whole-time Director of the Company, Mr. Anwar Shaikh, Chief Financial Officer and Ms. Juhi Nagpal, Company Secretary & Compliance Officer.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

During the year under review the Company was not having any operational activity to be reported to the shareholders. The Companys operations are closed since past few years and therefore there is nothing to report under Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 for the year under review.

14. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, none of the employees are in receipt of remuneration which is in excess of the limits as specified in the rule.

Further, as there is no remuneration paid to any Director of the Company, the disclosures under Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is not applicable.

15. CORPORATE GOVERNANCE:

In compliance with the Regulation 34 read with Schedule V of the Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed report on Corporate Governance is given in Annexure I and forms an integral part of this Annual Report.

16. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors met 10 (ten) times during the year under review. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

17. AUDIT COMMITTEE:

As on March 31, 2020, the Audit Committee consists of:

Name Designation
Mr. Natarajan Rajaraman Chairperson
Mr. Kartik Jethwa Member
Mr. Sanjay Anand Member

All the recommendations made by the Audit Committee during the year were accepted by the Board.

18. NOMINATION AND REMUNERATION COMMITTEE:

As on March 31, 2020, the Nomination and Remuneration Committee consists of:

Name Designation
Mr. Natarajan Rajaraman Chairperson
Mr. Kartik Jethwa Member
Mr. Sanjay Anand Member

Pursuant to Section 178(1) of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Committee has defined the policy on Directors appointment and payment of remuneration including criteria for determining qualifications, positive attributes and independence of Directors. The said policy is displayed on the website of the Company and web link of the same is http://www.vrwoodart.com/5policies.html

19. STAKEHOLDERS RELATIONSHIP COMMITTEE:

As on March 31, 2020, the Stakeholders Relationship Committee consists of:

Name Designation
Mr. Natarajan Rajaraman Chairperson
Mr. Kartik Jethwa Member
Mr. Sanjay Anand Member

The main function of the Committee is to review and redress various investors complaints and express its satisfaction with the Companys performance in dealing with their grievances; the Companys share transfer system, transfers, transmissions, split, consolidation, etc.

20. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Associate or Joint Venture company as on March 31, 2020.

21. EXTRACT OF ANNUAL RETURN:

The details forming part of extract of the annual return in Form MGT-9 is annexed to this report as Annexure II and the can also be assessed on the website of the Company at http://www.vrwoodart.com/files/mgt/MGT2019-20.pdf.

22. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief according to the information and explanations obtained by them, Board of Directors of the Company makes the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

i. That in the preparation of the Annual Financial Statements for the year ended March 31, 2020 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ii. That such accounting policies as mentioned in Notes to Financial Statements have been selected and applied 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 March 31, 2020 and of the profit and loss of the Company for the year ended on that date; iii. That proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. That the Annual Financial Statements have been prepared on a going concern basis; and v. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; vi. That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC. & FOREIGN EXCHANGE EARNINGS AND

OUTGOINGS:

Since the Company has not carried any operations during the relevant year, the information as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgoings is not applicable.

24. RISK MANAGEMENT POLICY:

The Company has put a mechanism for periodical reviews to ensure that risk, if any, is controlled by the Management through the means of a properly laid-out framework.

25. CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to Section 135 of the Companies Act, 2013, Every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director. The Company has not carried on any business activity during the year and also does not meet the criteria as specified above hence compliance under Section 135 of the Act is not applicable.

26. PERFORMANCE EVALUATION OF BOARD:

Pursuant to the provisions of Section 134(3), Section 149(8) and Schedule IV of the Companies Act, 2013 read with Listing Regulations, Annual Performance Evaluation of the Board, the Directors as well as Committees of the Board has been carried out. The performance evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

The properly defined and systematically structured questionnaire was prepared after having considered various aspects and benchmarks of the Boards functioning, composition of the Board and its Committees, performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was carried out by the entire Board except for the Director being evaluated. The Board of Directors expressed their satisfaction with the evaluation process.

27. DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received necessary declaration from the Independent Directors under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 along with a declaration of compliance of sub-rule (1) and (2) of rule 6 of the Companies (Appointment and Qualification of Directors) fifth amendment Rules, 2019.

28. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

The Familiarisation Programme seeks to update the Independent Directors on various matters covering Companys strategy, business model, operations, organization structure, finance, risk management etc. It also seeks to update the Independent Directors with their roles, rights, responsibilities, duties under the Companies Act, 2013 and other statutes.

The policy and details of familiarisation programme imparted to the Independent Directors of the Company is available at http://www.vrwoodart.com/4corporategovernance.html

29. CONFIRMATION AND CERTIFICATION

On an annual basis, the Company obtains from each Director, details of the Board and Board Committee positions he / she occupies in other Companies, and changes if any regarding their Directorships. The Company has obtained a certificate from Ms. Navneet Bathla, Practising Company Secretary (CP No. 20939), under Regulation 34(3) and Schedule V Para C Clause (10) (i) of Listing Regulations confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Company by the SEBI and Ministry of Corporate Affairs or any such authority.

30. STATUTORY AUDITORS AND AUDITORS REPORT:

Based on the recommendations of the Audit Committee and the Board, members of the Company at the 27th AGM held on September 29, 2017 have approved the appointment of M/s. Thakur Vaidyanath Aiyar & Co., Chartered Accountants, Mumbai (Firm Rgn. No. 000038N) as the Statutory Auditors of the Company for a period of five consecutive years i.e. till the conclusion of 32nd AGM to be held in the calendar year 2022.

The requirement of ratification of appointment of Statutory Auditors at every AGM has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 07, 2018. Thus, M/s. Thakur Vaidyanath Aiyar & Co. Chartered Accountants will continue to hold office till the conclusion of 32nd AGM of the Company.

M/s. Thakur Vaidyanath Aiyar & Co. has confirmed that their appointment is within the prescribed limits specified in Section 139 of the Companies Act, 2013. Members are requested to take note of the same.

The Auditors Report on Ind AS financial statements is a part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

During the year, the Statutory Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013

31. SECRETARIAL AUDIT REPORT :

Pursuant to the provisions of Section 204 of the Companies Act, 2013, Ms. Navneet Bathla, Practising Company Secretary (CP No. 20939) had been appointed to undertake the secretarial audit of the Company for the financial year ended on March 31, 2020.

As required under Section 203 of the Companies Act, 2013, Secretarial Audit Report as obtained from Ms. Navneet Bathla, Practising Company Secretary is annexed to this report as Annexure III and forms part of the Boards Report. The said report does not contain any qualification, reservation, adverse remark or disclaimer.

During the year, the Secretarial Auditor had not reported any matter under Section 143(12) of the Companies Act, 2013. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

32. SECRETARIAL STANDARDS:

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with.

33. COST RECORDS:

Pursuant to the provisions of the Companies (Cost Audit and Record) Rules, 2014 as amended from time to time, the Company is not required to maintain Cost Records and appoint a Cost Auditor for the year ending March 31, 2020, as there were no operational activities carried out during the period under review.

34. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:

The Company has changed its Registered Office within the city limits with effect from February 26, 2020, from 106, Shiv Smriti Chambers,49-A, Dr. Annie Besant Road,Worli, Mumbai - 400 018 to Shop No. 1, Rajul Apartments, 9, Harkness road, Walkeshwar, Mumbai-400006 for operational convenience. Except for the change in registered office, the Company has not made any material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

35. PA RTICULARSOF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

There was no transaction entered into by the Company during the year ended March 31, 2020 which attracted the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS:

There are no significant material orders passed by the Regulators/ Courts during the financial year which would impact the going concern status of the Company and its future operations.

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND

REDRESSAL) ACT, 2013:

There were no cases reported during the year under review under the purview of Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company does not meet the criteria as specified in Section 2(p) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and hence does not have minimum female employees employed during the year to form an Internal Complaints Committee or Local Committee as stipulated under the Act.

38. OTHER DISCLOSURES:

• Your Company has not issued any shares with differential voting.

• There was no revision in the financial statements from the end of the Financial Year to date of the Directors Report.

• Your Company has not issued any sweat equity shares.

39. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the co-operation extended by all the employees, Bankers, various State and Central Government authorities and Stakeholders.

On behalf of the Board of Directors
Place: Mumbai
Date: September 04, 2020
Sujatha Shetty Sanjay Anand
Whole-time Director Director
DIN: 08299196 DIN: 01367853