v r woodart ltd Directors report

To

The Members of

V.R.Woodart Limited

The Board of Directors are presenting the 32^nd Annual Report of your Company and the Audited Financial Statements for the financial year ended 31^st March, 2022.

1. FINANCIAL SUMMARY OR HIGHLIGHTS

		(INR in lakhs)
Particulars	For the Year ended 31.03.2022	For the Year ended 31.03.2021
Revenue from Operations	--	--
Profit / (Loss) before taxation	(13.19)	(15.56)
Profit/ (Loss) for the year carried to Balance	(13.19)	(15.56)

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. As on 31^st March, 2022, the Companys losses stood at INR 13.19 lakhs as compared to INR 15.56 lakhs in the previous year.

3. SHARE CAPITAL

During the year under review, there were no changes in the authorised, issued, subscribed and paid- up share capital of the Company.

4. DIVIDEND

In view of the losses incurred, your Directors do not recommend any dividend on Equity Shares for the year under review.

5. RESERVES

The Company has not transferred any amount to reserves due to losses incurred during the year under the review.

6. DEPOSITS / LOANS FROM DIRECTORS

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposits) Rules, 2014. Your Company has not accepted any deposit or any loan from the directors during the year under review.

7. 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.

8. CHANGE IN NATURE OF BUSINESS, IF ANY

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

9. 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 the Section 135 of the Act and Rules made thereunder.

10.RELATED PARTY TRANSACTIONS

There were no transactions entered into with related parties during the financial year except for the transactions relating to availing of loans. The Companys Policy on Materiality of related party transactions and on dealing with related party transactions formulated and adopted by the Company is available on the website of the Company at https://www.vrwoodart.com/5policies.html

Form AOC-2 pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in the Annexure I to this report.

11. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has formed and adopted Vigil Mechanism/ Whistle Blower Policy as defined under Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (" Listing Regulations") for directors and employees to report their concerns about unethical behavior. No person has been denied access to the Chairman 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

12. 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.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the requirements of the Act, Mrs. Rashmi Anand (DIN: 00366258) is liable to retire by rotation and being eligible has offered herself for re-appointment. The Board recommends her reappointment to the shareholders at the ensuing Annual General Meeting.

During the year under review following changes took place in the position of Directorship and Key Managerial Personnel:

1 Ms. Samruddhi Varadkar was appointed as the Company Secretary & Compliance Officer of the Company with effect from 4^th December, 2021 in place of Ms. Juhi Nagpal who resigned from the position of Company Secretary & Compliance Officer with effect from 3^rd December 2021;

2 Mr. Natarajan Rajaraman (DIN: 08299550) resigned as the Non-Executive Independent Director of the Company with effect from 30^th December, 2021, due to personal reasons; and 3. Mr. Manan Shah (DIN: 07589737) and Mr. Vinit Rathod (07589863) were appointed as the NonExecutive Independent Directors of the Company, for the period of five consecutive years with effect from 25^th January, 2022.

As on 31^st March, 2022, the Key Managerial Personnel of the Company consists of Mrs. Rashmi Anand, Whole-time Director, Mr. Anwar Shaikh, Chief Financial Officer and Ms. Samruddhi Varadkar, Company Secretary & Compliance Officer.

The Company has complied with the requirements of having Key Managerial Personnel as per the provisions of Section 203 of the Act.

A statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year is provided in the Report on Corporate Governance which forms part of this Annual Report.

14. DECLARATION FROM INDEPENDENT DIRECTORS

All the Independent Directors of your company have given declarations that they meet the criteria of Independence laid down under Section 149(6) of the Act and Regulation 25 of the Listing Regulations and they have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs.

15. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Since no remuneration is paid to any Director of the Company, the disclosures pursuant to provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable.

Further, no employee is in receipt of remuneration in excess of the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

16. 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 Corporate Governance Report, which forms part of this Report.

17. COMMITTEES OF 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.

A. AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company is duly constituted pursuant to Section 177 of the Act and Regulation 18 of Listing Regulations.

As on 31^st March, 2022, the Audit Committee consists of:

Name	Designation
Mr. Manan Shah	Chairman
Mr. Sanjay Anand	Member
Mr. Vinit Rathod	Member

All the Members of the Committee are adequately literate to understand the financial and other aspects. The Board accepted all the recommendations made by the Audit Committee during the year.

B. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board of Directors of the Company is duly constituted pursuant to Section 178(1) of the Act and Regulation 19 of Listing Regulations.

As on 31^st March, 2022, the Nomination and Remuneration Committee consists of:

Name	Designation
Mr. Manan Shah	Chairman
Mr. Sanjay Anand	Member
Mr. Vinit Rathod	Member

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 the web link of the same is http://www.vrwoodart.com/5policies.html

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

Stakeholders Relationship Committee of the Board of Directors of the Company is duly constituted pursuant to Section 178(5) of the Act and Regulation 20 of the Listing Regulations.

As on 31^st March, 2022, the Stakeholders Relationship Committee consists of:

Name	Designation
Mr. Manan Shah	Chairman
Mr. Sanjay Anand	Member
Mr. Vinit Rathod	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.

18. CORPORATE GOVERNANCE

In compliance with the Regulation 34 read with Schedule V of the Listing Regulations, a detailed report on Corporate Governance is given as Annexure II and forms an integral part of this Annual Report.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year 2021-22 is annexed hereto as Annexure III.

20. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Associate or Joint Venture company as on 31^st March, 2022.

21. 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 Financial Statements for the year ended 31^st March, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures if any;

b) such accounting policies as mentioned in the Financial Statements have been selected and applied them consistently and made judgements 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 31^st March, 2022 and of the loss of the Company for the financial year ended 31^st March, 2022;

c) proper and sufficient care have been taken 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;

d) the Annual Financial Statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the 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 that such systems were adequate and operating effectively.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

Since the Company has not carried out any operations during the year during review, there is no information / data to disclose, as required under Section 134(3)(m) of the Act read with Rule 8(3) of Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgoings.

23. 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.

24. PERFORMANCE EVALUATION OF BOARD

Pursuant to Section 178 of the Act read with Schedule IV thereto and Regulation 17 of the 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 evaluation of all the Directors, Committees 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, the composition of the Board and its Committees, the performance of specific duties, obligations, and governance.

The Independent Directors at their meeting held on 15^th March, 2022 evaluated the performance of the Non-Independent Directors, the Chairperson and Board as a whole.

The Board of Directors expressed their satisfaction to the outcome of the aforesaid evaluations.

25. 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

26. AUDITORS AND THEIR REPORTS

A. STATUTORY AUDITORS AND AUDITORS REPORT

M/s. Thakur Vaidyanath Aiyar & Co., Chartered Accountants, Mumbai (FRN: 000038N) (hereinafter referred to as "M/s. TVA"), were appointed as the Statutory Auditor of the Company at the 27^th Annual General Meeting (AGM) of the Company held on 29^th September, 2017 for a period of five consecutive years and who shall hold office up to the ensuing 32^nd AGM of the Company.

The Board of Directors on the recommendation of the Audit Committee, have approved the reappointment of M/s. TVA, as the Statutory Auditor of the Company for period of five consecutive years, commencing from FY 2022-23 to FY 2026-27, to hold the office from the conclusion of the ensuing 32^nd AGM of the Company till the conclusion of the 37^th AGM of the Company, to be held in the calendar year 2027, subject to the approval of the Members at the ensuing 32^nd AGM.

M/s. TVA (i) have expressed their willingness for re-appointment as the Statutory Auditor for a further term of five years, (ii) have submitted their confirmation to the effect that they continue to satisfy the criteria provided in Section 141 of the Act and (iii) that their appointment is within the limits prescribed under Section 141(3)(g) of the Act.

A resolution proposing re-appointment of M/s. TVA as the Statutory Auditors of the Company and their remuneration pursuant to Section 139 of the Act, along with the explanatory statement, forms part of the Notice of 32^nd AGM.

The Auditors Report on financial statements of the Company for the financial year 2021-22, as submitted by M/s. Thakur Vaidyanath Aiyar & Co., did not contain any qualifications, reservations or adverse remarks and are self-explanatory.

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.

B. SECRETARIAL AUDIT REPORT

The Board of Directors of the Company had appointed M/s. A. D. Parekh & Associates, Practicing Company Secretaries (Certificate of Practice No. 24267), as the Secretarial Auditor to conduct an audit of the secretarial records for the financial year 2021-22.

Pursuant to Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has obtained the Secretarial Audit Report for the financial year ended 31^st March, 2022 from M/s. A. D. Parekh & Associates, Practicing Company Secretaries and same is annexed as Annexure IV to this Report. The Secretarial Audit Report does not contain any qualification, reservations or adverse remarks. There is no fraud reported by the Secretarial Auditor during the year under review as per Section 143(12) of the Act of the Act and Rules framed thereunder either to the Company or to the Central Government.

The Board of Directors at their meeting held on 24^th May, 2022 has appointed M/s. A. D. Parekh & Associates, Practicing Company Secretaries (Certificate of Practice No. 24267), as the Secretarial Auditor for FY 2022-23.

27. 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.

28. 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.

29. MAINTENANCE OF COST RECORDS

The provisions of sub-section (1) of Section 148 of the Act pertaining to the maintenance of cost records are not applicable to the Company.

30. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There has been no material change and commitment affecting the financial position of the Company during the period from the end of the financial year on 31^st March, 2022 to the date of this Report.

31. THE 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

No application has been made under the Insolvency and Bankruptcy Code. The requirement to disclose the 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 is not applicable.

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 is not applicable during the year under review.

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

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

34. 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 the 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 a minimum of female employees employed during the year to form an Internal Complaints Committee or Local Committee as stipulated under the Act.

35. 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 31^st March, 2022, is placed on the website of the Company at

http://www.vrwoodart.com/6shareholdersinformation.html

36. POLICIES UNDER LISTING REGULATIONS

The SEBI 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

37. OTHER DISCLOSURES

• The Company has not issued any shares with differential voting during the year under review.

• There were no revisions in the financial statements from the end of the Financial Year to date of the Director Report.

• The Company has neither issued any shares nor granted any Stock Options nor any Sweat Equity Shares during the year.

38. 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: 24th May, 2022	DIN:00366258