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V R Woodart Ltd.

BSE: 523888 Sector: Others
NSE: N.A. ISIN Code: INE317D01014
BSE 00:00 | 17 Jan 6.51 0
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NSE 05:30 | 01 Jan V R Woodart Ltd
OPEN 6.51
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VOLUME 1000
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P/E
Mkt Cap.(Rs cr) 10
Buy Price 0.00
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Sell Price 0.00
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OPEN 6.51
CLOSE 6.51
VOLUME 1000
52-Week high 6.51
52-Week low 5.11
P/E
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

V R Woodart Ltd. (VRWOODART) - Director Report

Company director report

To

The Members of V.R.Woodart Limited

Your Directors are presenting the 31st Annual Report of yourCompany and the Audited Financial Statements for the financial year ended 31stMarch 2021.

1. FINANCIAL SUMMARY OR HIGHLIGHTS:

(Rs. In Lacs)
Particulars For the Year ended 31.03.2021 For the Year ended 31.03.2020
Revenue from Operations - -
Profit / (Loss) before taxation (15.56) (9.83)
Profit/ (Loss) for the year carried to Balance Sheet (15.56) (11.73)

2. STATE OF COMPANY'S AFFAIRS AND OPERATIONAL PERFORMANCE:

During the year under review the Company's operations were closed andthe Company has not generated any revenue. The Company's losses stood at Rs. 15.56 lakhsas compared to Rs. 11.73 lakhs in the previous year.

3. SHARE CAPITAL:

During the year under review there were no changes in the Authorisedissued Subscribed and Paid-up Share Capital of the Company.

4. DIVIDEND:

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

5. RESERVES:

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

6. DEPOSITS:

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

7. RELATED PARTY TRANSACTIONS:

There were no transactions entered into with related parties during thefinancial year except where the transactions are for repayment of loans availed or grantedin the previous years. Your Company has formulated a policy on related party transactionswhich 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 incompliance with Accounting Standards and the financials of the Company depict a true andfair 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 underreview.

10. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

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

11. INTERNAL FINANCIAL CONTROL:

The Company has adequate internal control systems commensurate withthe size scale and complexity of its operations which monitors business processesfinancial 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 forre-appointment. The Board recommends the appointment of Mr. Sanjay Anand as Director ofthe Company retiring by rotation.

During the year under review following changes took place in the Boardstructure which are as under:

i. Appointment of Mrs. Rashmi Anand as an "Additional Directordesignated as Chairman & Whole-time Director" on the Board of Directors of theCompany w.e.f. November 28 2020 for a term of 5 (five) years upto November 27 2025subject to approval of the Shareholders at the ensuing Annual General Meeting of theCompany.

ii. Mrs. Sujatha Shetty vacated the position of Chairman &Whole-time Director on the Board of the Company w.e.f. November 27 2020.

As on March 31 2021 the Key Managerial Personnel of the Companyconsists of Mrs. Rashmi Anand Whole-time Director (subject to member's approval) 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 operationalactivity to be reported to the shareholders. The Company's operations are closed sincepast 9 to 10 years and therefore there is nothing to report under Regulation 34 of SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 for the year underreview.

14. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(12) of the Act read withRules 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 ofthe limits as specified in the rule.

Further as there is no remuneration paid to any Director of theCompany the disclosures under Rule 5(1) of the Companies (Appointment & Remunerationof 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 onCorporate Governance is given in Annexure I and forms an integral part of this AnnualReport. Certificate of Non-disqualification of Directors pursuant to Regulation 34(3) andSchedule V Para C clause (10)(i) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 forms an integral part of this report and is annexed asAnnexure IV

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 theCorporate Governance Report which forms part of this Report.

17. AUDIT COMMITTEE:

As on March 31 2021 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 yearwere accepted by the Board.

18. NOMINATION AND REMUNERATION COMMITTEE:

As on March 31 2021 the Nomination and Remuneration Committeeconsists 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 19of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Committeehas defined the policy on Director's appointment and payment of remuneration includingcriteria for determining qualifications positive attributes and independence ofDirectors. The said policy is displayed on the website of the Company and web link of thesame is http://www.vrwoodart.com/5policies.html

19. STAKEHOLDER'S RELATIONSHIP COMMITTEE:

As on March 31 2021 the Stakeholders Relationship Committee consistsof:

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 variousinvestors' complaints and express its satisfaction with the Company's performance indealing with their grievances; the Company's share transfer system transferstransmissions split consolidation etc.

20. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Associate or Joint Venturecompany as on March 31 2021.

21. EXTRACT OF ANNUAL RETURN:

The details forming part of extract of the annual return in Form MGT-9is annexed to this report as Annexure II and the same can also be assessed on the websiteof the Company at http://www.vrwoodart.com/6shareholdersinformation.html.

22. DIRECTORS' RESPONSIBILITY STATEMENT:

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

i. That in the preparation of the Annual Financial Statements for theyear ended March 31 2021 the applicable accounting standards have been followed alongwith proper explanation relating to material departures if any;

ii. That such accounting policies as mentioned in Notes to FinancialStatements have been selected and applied consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as at March 31 2021 and of the profit and loss of the Company for the yearended on that date;

iii. That proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv. That the Annual Financial Statements have been prepared on a goingconcern basis; and

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

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

23. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ETC. & FOREIGNEXCHANGE EARNINGS AND OUTGOINGS:

Since the Company has not carried any operations during the relevantyear the information as required under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8(3) of Companies (Accounts) Rules 2014 with respect to conservation of energytechnology 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 thatrisk if any is controlled by the Management through the means of a properly laid-outframework.

25. CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to Section 135 of the Companies Act 2013 every companyhaving net worth of rupees five hundred crore or more or turnover of rupees one thousandcrore or more or a net profit of rupees five crore or more during the immediatelypreceding financial year shall constitute a Corporate Social Responsibility Committee ofthe Board consisting of three or more directors out of which at least one director shallbe an independent director. The Company has not carried on any business activity duringthe year and also does not meet the criterias as specified above hence compliance underSection 135 of the Act is not applicable.

26. PERFORMANCE EVALUATION OF BOARD:

Pursuant to the provisions of Section 134(3) Section 149(8) andSchedule IV of the Companies Act 2013 read with Listing Regulations Annual PerformanceEvaluation of the Board the Directors as well as Committees of the Board has been carriedout. The performance evaluation of all the Directors and the Board as a whole wasconducted based on the criteria and framework adopted by the Board.

The properly defined and systematically structured questionnaire wasprepared after having considered various aspects and benchmarks of the Board'sfunctioning composition of the Board and its Committees performance of specific dutiesobligations and governance. The performance evaluation of the Independent Directors wascarried out by the entire Board except for the Director being evaluated. The Board ofDirectors expressed their satisfaction with the evaluation process.

27. DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received necessary declaration from the IndependentDirectors under Section 149(7) of the Companies Act 2013 that he / she meets thecriteria of Independence laid down in Section 149(6) of the Companies Act 2013 andRegulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015along 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 Directorson various matters covering Company's strategy business model operations organizationstructure finance risk management etc. It also seeks to update the Independent Directorswith their roles rights responsibilities duties under the Companies Act 2013 and otherstatutes.

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

29. CONFIRMATION AND CERTIFICATION:

On an annual basis the Company obtains from each Director details ofthe Board and Board Committee positions he / she occupies in other Companies and changesif any regarding their Directorships. Based on the declarations received from theDirectors the Company has obtained a certificate for the financial year ending March 312021 from M/s. AJS & Associates Practising Company Secretary (CP No. 12028) underRegulation 34(3) and Schedule V Para C Clause (10) (i) of Listing Regulations confirmingthat none of the Directors on the Board of the Company have been debarred or disqualifiedfrom being appointed or continuing as Directors of Company by the SEBI and Ministry ofCorporate Affairs or any such authority.

30. STATUTORY AUDITORS AND AUDITORS' REPORT:

Based on the recommendations of the Audit Committee and the Boardmembers of the Company at the 27th AGM held on September 29 2017 had approvedthe 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 fiveconsecutive years i.e. till the conclusion of 32nd AGM to be held in thecalendar year 2022.

The requirement of ratification of appointment of Statutory Auditors atevery AGM has been omitted pursuant to Companies (Amendment) Act 2017 notified on May 072018. Thus M/s. Thakur Vaidyanath Aiyar & Co. Chartered Accountants will continue tohold office till the conclusion of 32nd AGM of the Company.

M/s. Thakur Vaidyanath Aiyar & Co. has confirmed that theirappointment is within the prescribed limits specified in Section 139 of the Companies Act2013. Members are requested to take note of the same.

The Auditor's Report on Ind AS financial statements is a part of thisAnnual Report. There has been no qualification reservation adverse remark or disclaimergiven by the Auditors in their Report.

The Statutory Auditors have not reported any matter under Section143(12) of the Companies Act 2013 for the FY 2020-21. Therefore no detail is required tobe 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 2013M/s. AJS & Associates Practicing Company Secretary (CP No. 12028) was appointed toundertake the secretarial audit of the Company for the financial year ended on March 312021.

As required under Section 203 of the Companies Act 2013 SecretarialAudit Report as obtained from M/s. AJS & Associates Practicing Company Secretary isannexed to this report as Annexure III and forms part of the Boards' Report. The saidreport does not contain any qualification reservation adverse remark or disclaimer.

The Secretarial Auditor has not reported any matter under Section143(12) of the Companies Act 2013 for the FY 2020-21. Therefore no detail is required tobe disclosed under Section 134(3) (ca) of the Companies Act 2013.

32. SECRETARIAL STANDARDS:

Your Directors confirm that the Secretarial Standards issued by theInstitute 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 CostRecords and appoint a Cost Auditor for the year ending March 31 2021 as there were nooperational activities carried out during the period under review.

34. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THECOMPANY:

The Company has not made any material changes and commitments affectingthe financial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of the report.

35. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

There were no transactions entered into by the Company during the yearended March 31 2021 which attracted the provisions of Section 186 of the Companies Act2013 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 theCompany 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 thepurview of Prevention of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. The Company does not meet the criteria as specified in Section2(p) of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and hence does not have minimum female employees employed during theyear to form an Internal Complaints Committee or Local Committee as stipulated under theAct.

38. OTHER DISCLOSURES:

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

• There were no revisions in the financial statements from the endof 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 theco-operation extended by all the employees Bankers various State and Central Governmentauthorities and Stakeholders.

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