To
The Members of V.R.Woodart Limited
The Board of Directors are presenting the 33rd Annual Report
of your Company and the Audited Financial Statements for the financial year ended March
31, 2023.
1. FINANCIAL SUMMARY
(INR in lakhs)
Particulars |
For the Year ended 31.03.2023 |
For the Year ended 31.03.2022 |
Revenue from Operations |
-- |
-- |
Other Income |
-- |
-- |
Total Income |
-- |
-- |
Less: Total Expenses |
13.97 |
13.19 |
Profit / (Loss) before
taxation |
(13.97) |
(13.19) |
Less: Tax Expense |
-- |
-- |
Profit / (Loss) for the
year carried to Balance Sheet |
(13.97) |
(13.19) |
The above figures are extracted from the financial statements prepared
in compliance with Indian Accounting Standards (Ind AS). The Financial Statements of the
Company complied with all aspects with Ind AS notified under Section 133 of the Companies
Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended
from time to time and other relevant provisions of the Companies Act, 2013.
2. STATE OF COMPANYS AFFAIRS AND OPERATIONAL PERFORMANCE
During the year under review, the Company had no operations and did not
generate any revenue. During the year ended March 31, 2023, the Companys losses stood at
INR 13.97 lakhs as compared to INR 13.19 lakhs in the previous year.
3. WEB ADDRESS OF ANNUAL RETURN
Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Act
read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the
Annual Return as on March 31, 2023, is placed on the website of the Company at http://www.vrwoodart.com/6shareholdersinformation.html
4. CHANGE IN THE NATURE OF THE BUSINESS
There was no change in the nature of business during the year under
review.
5. DIVIDEND
In view of the losses incurred, your directors do not recommend any
dividend on the Equity Shares for the year under review.
6. RESERVES
The Company has not transferred any amount to reserves due to losses
incurred during the year under review.
7. SHARE CAPITAL
During the year under review, there were no changes in the authorised,
issued, subscribed and paid-up share capital of the Company.
8. DEPOSITS / LOANS FROM DIRECTORS
During the period under review, the Company did not accept any deposits
under Sections 73, 74 and 76 of the Companies Act, 2013, read with the Companies
(Acceptance of Deposits) Rules, 2014.
However, during the same period, the Company obtained a loan amounting
to INR 28,88,265/- from Mr. Sanjay Anand, a Non-Executive Director of the Company, to
fulfill the day-to-day administrative and statutory expenses/obligations of the Company.
Further, Mr. Sanjay Anand has furnished a declaration in writing to the Company declaring
that the said amount is not being given out of funds acquired by him by borrowing or
accepting loans or deposits from others.
The above loan transaction has also been approved by the shareholders
through a resolution passed at the 32nd Annual General Meeting held on
September 19, 2022.
9. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186 OF
THE ACT
During the year under review, the Company has not made any investments,
advanced any loans or provided any guarantee falling under Section 186 of the Act.
10. CORPORATE SOCIAL RESPONSIBILITY
The provisions with respect to Corporate Social Responsibility are not
applicable to the Company as the Company does not fall within the purview of Section 135
of the Act and Rules made there under.
11. RELATED PARTY TRANSACTIONS
During the year under review the Company has entered into a related
transaction with respect to availing of loan from Mr. Sanjay Anand, Non-Executive Director
of the Company to meet the day-to-day administrative expenses, statutory expenses and
obligations, which was approved by the shareholders at the 32nd Annual General
Meeting of the Company held on September 19, 2022.
As per the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, if any related party transaction exceeds Rs 1,000 crore or 10% of the
annual consolidated turnover as per the last audited financial statement whichever is
lower, would be considered as material and require Members approval. In this regard,
during the year under review, the Company had taken necessary Members approval. However,
there were no related party transactions of the Company with any of its related parties as
per the Act. Therefore, the disclosure of Related Party Transactions as required under
Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY23 and,
hence, the same is not required to be provided.
The Policy on materiality of related party transactions and on dealing
with related party transactions as approved by the Board is available at http://www.vrwoodart.com/5policies.html
.
12. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has formed and adopted Vigil Mechanism / Whistle Blower
Policy as defined under Regulation 22 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") for directors and employees to report their genuine concerns about
unethical behavior. The vigil mechanism provided for adequate safeguards against
victimization of directors or employees or any other person who availed the mechanism and
no person has been denied access to the Chairperson of the Audit Committee. The said
policy is available on the website of the Company and the web link of the same is http://www.vrwoodart.com/5policies.html.
13. INTERNAL FINANCIAL CONTROL
The Company has adequate internal control systems, commensurate with
the size, scale and complexity of its operations which monitor business processes,
financial reporting and compliance with applicable regulations.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 152(6) of the Companies Act,
2013, Mr. Sanjay Anand (DIN: 01367853) is liable to retire by rotation and being eligible,
has offered himself for re-appointment. The Board recommends his reappointment to the
shareholders at the ensuing Annual General Meeting.
During the financial year 2022-23, following changes took place in the
positions of Directors and/or Key Managerial Personnel:
1. Mr. Roshan Gupta was appointed as the Company Secretary &
Compliance Officer of the Company on February 15, 2023 in place of Ms. Samruddhi Varadkar,
who resigned from the position of Company Secretary & Compliance Officer effective
from the close of business hours on February 1, 2023.
As on March 31, 2023, the Key Managerial Personnel of the Company were
Mrs. Rashmi Anand, Whole-time Director; Mr. Anwar Shaikh, Chief Financial Officer; and Mr.
Roshan Gupta, Company Secretary & Compliance Officer.
The Company has complied with the requirement of having Key Managerial
Personnel as per the provisions of Section 203 of the Companies Act, 2013.
The Board has expressed its opinion on the integrity, expertise, and
experience (including proficiency) of the independent directors of the Company. This
opinion is included in the Report on Corporate Governance, which is a part of this Annual
Report.
15. DECLARATION FROM INDEPENDENT DIRECTORS
All Independent Directors have submitted requisite declarations
confirming that they (i) meet the criteria of independence as prescribed under Section
149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and are independent;
(ii) have complied with the Code of Conduct laid down under Schedule IV of the Act and
(iii) they have registered themselves with the Independent Directors Database maintained
by the Indian Institute of Corporate Affairs.
16. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND PARTICULARS OF EMPLOYEES
Since the Company does not remunerate its Directors, the disclosures
mandated by Section 197(12) of the Act, along with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, are not relevant or applicable.
Furthermore, none of the employees are receiving remuneration that
exceeds the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.
17. NUMBER OF MEETINGS OF THE BOARD
The Board of Directors met 6 (Six) times during the year under review.
The details of Board Meetings and the attendance of the Directors are provided in the
Report on Corporate Governance, which forms part of this Annual Report.
18. COMMITTEES OF THE BOARD
The details of all the Committees of the Board along with their terms
of reference, composition and meetings held during the year are provided in the Report on
Corporate Governance, which forms part of this Annual Report.
19. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION
In compliance with Regulation 34 read with Schedule V of the Listing
Regulations, a detailed report on Corporate Governance is given as Annexure I and
forms an integral part of this Annual Report.
Further all the Board Members and Senior Management Personnel have
affirmed compliance with the Code of Conduct for the financial year 2022-23. A declaration
to this effect signed by the Whole Time Director of the Company also forms part of this
Annual Report.
A Certificate from Practicing Company Secretary regarding the
compliance with the conditions of Corporate Governance as stipulated under Regulation 34
read with Schedule V of the Listing Regulations is annexed to this Report.
20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report in accordance with
Regulation 34 read with Schedule V of the Listing Regulations forms part of this Annual
Report as Annexure II.
21. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Associate or Joint Venture
Company as on March 31, 2023.
22. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(3)(c) of the Act, the
Directors hereby confirm that:
a) in the preparation of the Annual Accounts for the year ended March
31, 2023, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
b) the directors have selected such accounting policies as mentioned in
Notes to Financial Statements 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 March 31, 2023 and of the loss 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 Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) the Annual Financial Statements have been prepared on a going
concern basis; and
e) proper internal financial controls were in place and that such
internal financial controls were adequate and were operating effectively;
f) 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 AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As the Company did not conduct any operations during the year under
review, disclosures, as required under Section 134(3)(m) of the Act read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology
absorption and foreign exchange earnings and outgoings are not applicable.
24. RISK MANAGEMENT POLICY
The Company has put in place 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. PERFORMANCE EVALUATION OF BOARD
Pursuant to Section 178 of the Act read with Schedule IV thereto and
Regulation 17 of the Securities and Exchange Board of India ("SEBI") (Listing
Obligations and Disclosure Requirements), Regulations 2015 ("Listing
Regulations"), a formal evaluation of Boards performance and that of its Committees
and individual directors has been carried out by the Board.
The evaluation of all the directors including independent directors was
carried out by the entire Board, except for the director being evaluated. The performance
is evaluated after seeking inputs from all the Directors on the basis of the criteria such
as the Board composition and structure, experience and competencies, attendance,
effectiveness of board processes, information and functioning, independent approach, etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by
the SEBI on January 05, 2017.
The performance of the Committees was evaluated by the Board after
seeking inputs from the committee members on the basis of the criteria such as the
composition of committees, attendance of the members, recommendations to the Board and
their implementation, effectiveness of committee meetings, etc.
The Independent Directors at their meeting held on February 14, 2023
evaluated the performance of the Non Independent Directors and the Board as a whole, the
Chairman of the Board after considering the views of other Directors and assessed the
quality, quantity and timeliness of flow of information between the Company management and
the Board that is necessary for the Board to effectively and reasonably perform their
duties.
The Board of Directors expressed their satisfaction with the evaluation
process.
26. FAMILIARISATION PROGRAM FOR THE INDEPENDENT DIRECTORS
The Familiarisation Programme seeks to update the Independent Directors
on various matters covering Companys strategy, business, operations, organization
structure, finance, risk management, etc. It also seeks to update the Independent
Directors with their roles, rights, responsibilities, and duties under the Act and other
applicable laws.
The policy and details of the familiarisation program imparted to the
Independent Directors of the Company is available on the website of the Company at http://www.vrwoodart.com/4corporategovernance.html
27. AUDITORS AND THEIR REPORTS
A. Statutory Auditors
M/s. Thakur Vaidyanath Aiyar & Co., Chartered Accountants, Mumbai
(FRN: 000038N) (hereinafter referred to as "M/s. TVA") were reappointed as the
Statutory Auditors of the Company at the 32nd Annual General Meeting (AGM) held
on September 19, 2022. Their reappointment is for a consecutive period of five years, and
they will continue to hold office until the conclusion of the 37th AGM of the
Company.
The Auditors Report on the financial statements of the Company for the
financial year 2022-23, submitted by M/s. TVA contains no qualifications, reservations, or
adverse remarks. The report is self-explanatory.
B. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company had appointed M/s. A. D. Parekh & Associates, Practicing Company Secretaries
to undertake Secretarial Audit for the FY 2022-23 which, inter alia, includes audit of
compliance with the Companies Act, 2013, and the Rules made there under, the Listing
Regulations and other Acts and Regulations applicable to the Company. The Secretarial
Audit Report for the financial year ended March 31, 2023 is annexed to this Report as Annexure
- III.
The Secretarial Auditor has also issued Annual Secretarial Compliance
Report for the financial year ended March 31, 2023 as required under regulation 24A of the
Listing Regulations. Both Secretarial Audit Report and Annual Secretarial Compliance
Report do not contain any qualification, reservation or adverse remark or disclaimer.
Further, upon recommendation of the Audit Committee, the Board has
re-appointed M/s. A. D. Parekh & Associates, as the Secretarial Auditor of the Company
to carry out the secretarial audit for the financial year 2023-24.
28. FRAUD REPORTED BY THE AUDITORS, IF ANY:
As per the provisions of Section 143(12) of the Companies Act, 2013,
the Auditors of the Company have not reported to the Audit Committee any instances of
fraud committed against the Company by its officers or employees during the year under
review. Therefore, there are no specific details regarding such instances that need to be
mentioned in this Report.
29. DISCLOSURE ON ACCOUNTING TREATMENT
The Company has adhered to the Accounting Standards without any
differential treatment. The financial statements of the Company provide an accurate and
unbiased representation of the Companys state of affairs, presenting a true and fair
view.
30. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY
There have been no material changes or commitments that have impacted
the financial position of the Company from the end of the financial year on March 31,
2023, to the date of this Report.
31. SECRETARIAL STANDARDS
During the year under review, the Company has complied with the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
32. MAINTENANCE OF COST RECORDS
The provisions of sub-section (1) of Section 148 of the Companies Act,
2013 pertaining to the maintenance of cost records are not applicable to the Company.
33. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE
OPERATIONS
No significant material orders were passed by the regulators, courts,
or tribunals during the year under review that would have an impact on the Companys going
concern status or its future operations.
34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Since the Company is non-operational, it does not employ the minimum
no. of employees (including minimum of female employees) to constitute an Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (The Act"). Furthermore, no cases were reported
under the ambit of the Act with any Local Committee.
35. POLICIES UNDER THE LISTING REGULATIONS
The Listing Regulations mandated the formulation of certain policies
for all Listed Companies which are as under:
a. Documents Retention & Archival Policy as per Regulation 9 and
Regulation 30 which may be viewed at http://www.vrwoodart.com/5policies.html
b. Policy for determining Materiality of events / information as per
Regulation 30 which may be viewed at http://www.vrwoodart.com/5policies.html
c. Policy for determining material subsidiary as per Regulation
16(1)(c) of the Listing Regulations which may be viewed at http://www.vrwoodart.com/5policies.html
36. GENERAL DISCLOSURE:
Your directors state that no disclosure or reporting is required with
respect to the following items as there were no transactions on these items during the
year under review:
a. Details of 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.
b. The requirement to disclose the details of difference between amount
of the valuation done at the time of onetime settlement and the valuation done while
taking loan from the Banks or Financial Institutions along with the reasons thereof, is
not applicable.
c. Issue of shares with differential voting rights.
d. Revision in the financial statements from the end of the Financial
Year to date of the Directors Report.
e. Issue of shares or grant of any Stock Options or any Sweat Equity
Shares.
37. ACKNOWLEDGEMENT
The Directors take this opportunity to express their deep sense of
gratitude to the shareholders, banks, Central and State Governments and their departments
and the local authorities for their continued guidance and support.
On behalf of the Board of Directors
Sd/-
Rashmi Anand
Place: Mumbai Chairperson & Whole-time Director
Date: August 14, 2023
+91-9892691696
