V R Woodart Ltd Directors Report.

To

The Members of V R Woodart Limited

Your Directors are presenting the 28th Annual Report of your Company and the Audited Financial Statements for the year ended 31st March, 2018

1. FINANCIAL RESULTS:

(Rs. In Lacs)

Particulars

For the Year ended 31.03.2018

For the Year ended 31.03.2017

Revenue from Operations

--

--

Profit / (Loss) before taxation

(9.52)

(4.93)

Profit/ (Loss) for the year carried to Balance Sheet

(9.52)

(4.93)

2. OPERATIONAL PERFORMANCE:

During the year under review, the Companys operations were closed and hence, the Company has not generated any revenue. The Companys losses stood at Rs. 9.52 lacs as compared to Rs. 4.93 lacs in the previous year.

3. DIVIDEND:

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

4. RESERVES:

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

5. DEPOSITS:

The 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.

6. RELATED PARTY TRANSACTIONS:

The Related Party Transactions entered into with related parties are in compliance of the Companies Act, 2013 and Regulation 23 of SEBI (LODR) Regulations, 2015. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company.

7. CHANGE IN NATURE OF BUSINESS, IF ANY:

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

8. 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.

9. 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.

10. DIRECTORS:

During the year under review, Mrs. Divya Pai (DIN: 07915821) and Mr. Munish Chopra (DIN: 07928102) were appointed as Non-Executive Director cum Chairman and Independent Director respectively.

Mr. Dharmesh Patel (DIN: 08044318) was appointed as an Additional (Independent) Director of the Company by the Board of Directors at their meeting held on 1st February, 2018 who holds office till the ensuing AGM of the Company and seeks his regularization as an Independent Director subject to the approval of members at the ensuing AGM of the Company.

Mr. Munish Chopra (DIN: 07928102) vacated his office from the post of Independent Director w.e.f. 14th February 2018.

11. MANAGEMENT DISCUSSION AND ANAYSIS REPORT

During the year the Company was not having any operational activity to be reported to the shareholders of the Company. 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.

12. 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 or the Key Managerial Personnel of the Company, the disclosures under Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is not required.

13. CORPORATE GOVERNANCE:

The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate report on Corporate Governance is annexed to this report as Annexure I.

14. NUMBER OF MEETINGS OF THE BOARD:

The details of number of Board and Audit Committee meetings of the company are set out in the Corporate Governance Report which forms part of this Report.

15. AUDIT COMMITTEE:

During the year the Audit Committee of the company was reconstituted. The Committee comprises of three members namely Mr. Dharmesh Patel (Chairman), Mrs. Divya Pai and Mr. Sanjay Anand and all the recommendations made by the Audit Committee were accepted by the Board.

16. NOMINATION AND REMUNERATION COMMITTEE:

The Company has re-constituted the Nomination and Remuneration Committee. The Committee comprises of three members namely Mr. Dharmesh Patel (Chairman), Mrs. Divya Pai and Mr. Sanjay Anand. 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.

17. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises of Mrs. Divya Pai as Chairperson, Mr. Dharmesh Patel and Mr. Sanjay Anand as members of the Committee. 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. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Associate or Joint Venture company as on March 31, 2018.

19. 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.

20. DIRECTORS RESPONSIBILITY STATEMENT:

Your directors make the following statement 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 31,2018 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 have been made that are reasonable and prudent so as to give a true and fair view of the state of affair of the Company as at March 31, 2018 and of the 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;

v. That the proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

vi. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC. & FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:

Since the Company has not carried any activity 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.

22. 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.

23. CORPORATE SOCIAL RESPONSIBILITY STATEMENT(CSR):

The Company has not carried on any business activity and hence compliance under section 135 of the Act is not applicable.

24. PERFORMANCE EVALUATION OF BOARD:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed by SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015. The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the

criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. 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, effectiveness of committee meetings, etc.

25. 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.

26. FAMALIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

Pursuant to the SEBI regulations, the company has worked out a Familiarization Programme for the Independent Directors, with a view to familiarize them with their role, rights and responsibilities in the Company, nature of Industry in which the company operates, business model of the Company, etc.

The policy for Familiarization Programme for the Independent Directors can be found on website of the company.

27. STATUTORY AUDITORS:

M/s. Thakur Vaidyanath Aiyar & Co., Chartered Accountants, Mumbai (Firm Rgn. No. 000038N) who were appointed in the 27th Annual General Meeting for a period of 5 years shall continue to act as the Statutory Auditor of the Company for the Financial Year 2018-19. 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 appoint the Auditors.

28. SECRETARIAL AUDIT REPORT:

As required under Section 203 of the Companies Act, 2013, Secretarial Audit Report as obtained from M/s. Sanjay Dholakia & Associates, Practising Company Secretaries is annexed to this report as Annexure III and forms part of the Boards Report.

29. OBSERVATIONS - AUDITOR & SECRETARIAL AUDITOR:

Statutory Auditor: The Auditors Report to the Members does not contain any reservation, qualification or adverse remarks.

Secretarial Auditor: As mentioned in the report, the Company was required to appoint a Company Secretary , Chief Financial Officer (CFO as KMP) and a Woman Director on the Board. Your Directors would like to inform you that the Company has appointed Ms. Bijal Kakkad as a Company Secretary of the Company w.e.f. 28thMarch, 2018 and Mrs. Divya Pai as a Women Director on 5th September, 2017. Since the Company is not carrying any business activity currently, there is no role for a Chief Financial Officer.

30. 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 for the year ending March 31, 2018, as there were no operational activities carried out during the period under review.

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

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31, 2018 and the date of the Directors report.

32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

There was no transaction entered into by the Company during the year ended March 31, 2018 which attracted the provisions of Section 186 of the Companies Act 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014.

33. 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.

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 your directors state that during the year under review there were no cases filed/ pending.

35. OTHER DISCLOSURE:

• 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.

36. ACKNOWLEDGMENT:

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.

For and on behalf of the Board V. R. Woodart Limited

Sanjay Anand

Divya Pai

Director

Director

Place: Mumbai Date: 21st May 2018