The Members of
Your Directors are presenting the 29th Annual Report of your Company and theAudited Financial Statements for the year ended 31st March 2019
1. FINANCIAL RESULTS:
(Rs. In Lacs)
|Particulars ||For the Year ended 31.03.2019 ||For the Year ended 31.03.2018 |
|Revenue from Operations ||-- ||-- |
|Profit / (Loss) before taxation ||(10.30) ||(9.52) |
|Profit/ (Loss) for the year carried to Balance Sheet ||(10.30) ||(9.52) |
2. OPERATIONAL PERFORMANCE:
During the year under review the Company's operations were closed and the Company hasnot generated any revenue. The Company's losses stood at Rs. 10.30 lacs as compared to Rs.9.52 lacs in the previous year.
In view of the carry forward losses your Directors do not recommend any dividend onEquity Shares for the year under review. In terms of the provisions of Investor Educationand Protection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 thereis no unpaid / unclaimed dividend which are pending to be transferred during the year tothe Investor Education and Protection Fund.
The Company has not transferred any amount to reserves due to losses in currentfinancial year.
During the year under review your Company has not accepted any deposits from thePublic 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:
There were no transactions entered into with related parties during the financial yearexcept where the transactions are for repayment of loans availed or granted in theprevious years.
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 vigilmechanism as defined under Regulation 22 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 for directors and employees to report concerns aboutunethical 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.
9. INTERNAL FINANCIAL CONTROL:
The Company has adequate internal control systems commensurate with the size scaleand complexity of its operations which monitors business processes financial reportingand compliance with applicable regulations.
During the year under review the appointment of Mr. Dharmesh Patel (DIN: 07915821) asan Independent Director was regularized by the members of the Company in their meetingheld on 29th September 2018 for a term of 5 years from 1st February2018.
Mr. Rajaraman Natarajan (DIN: 08299550) and Mrs. Sujatha Manjunath Shetty (DIN:08299196) were appointed as Additional (Independent) Director and Additional(Non-Executive) Director of the Company respectively by the Board of Directors at theirmeeting held on 10th December 2018. The appointees hold office till theensuing AGM of the Company and the Company seek their regularization as IndependentDirector and Non-executive Director with the approval of members at the ensuing AGM of theCompany.
11. MANAGEMENT DISCUSSION AND ANAYSIS REPORT
During the year the Company was not having any operational activity to be reported tothe shareholders of the Company. The Company's operations are closed since past few yearsand 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 theCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014 none ofthe employees are in receipt of remuneration which is in excess of the limits as specifiedin the rule.
Further as there is no remuneration paid to any Director or the Key ManagerialPersonnel of the Company the disclosures under Rule 5(1) of the Companies (Appointment& Remuneration of Managerial Personnel) Rules 2014 is not applicable.
13. CORPORATE GOVERNANCE:
In compliance with the Regulation 34 read with Schedule V of the Listing Obligationsand Disclosure Requirements) Regulations 2015 a detailed report on Corporate Governanceis given in Annexure I and forms an integral part of this Annual Report.
14. NUMBER OF MEETINGS OF THE BOARD:
The details of number of Board and Committee meetings of the Company are set out in theCorporate Governance Report which forms part of this Report.
15. AUDIT COMMITTEE:
The Audit Committee of the Board of Directors was reconstituted during the year. TheCommittee comprises of three members namely Mr. Dharmesh Patel (Chairman) Mr. RajaramanNatarajan and Mr. Sanjay Anand. All the recommendations made by the Audit Committee duringthe year were accepted by the Board.
16. NOMINATION AND REMUNERATION COMMITTEE:
The Company has re-constituted the Nomination and Remuneration Committee during theyear. The Committee comprises of three members namely Mr. Dharmesh Patel (Chairman) Mr.Rajaraman Natarajan and Mrs. Sujatha Shetty. Pursuant to Section 178(1) of the CompaniesAct 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Committee has defined the policy on Director's appointment andpayment of remuneration including criteria for determining qualifications positiveattributes and independence of Directors.
17. STAKEHOLDER'S RELATIONSHIP COMMITTEE:
The Stakeholder's Relationship Committee comprises of Mrs. Divya Pai as ChairpersonMr. Dharmesh Patel and Mr. Sanjay Anand as members of the Committee. The main function ofthe Committee is to review and redress various investors' complaints and express itssatisfaction with the Company's performance in dealing with their grievances; thecompany's 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 onMarch 31 2019.
19. EXTRACT OF ANNUAL RETURN:
The details forming part of extract of the annual return in Form MGT-9 is annexed tothis report as Annexure II.
20. DIRECTORS' RESPONSIBILITY STATEMENT:
Your directors make the following statement in terms of Section 134 (3) (c) of theCompanies Act 2013:
i. That in the preparation of the Annual Financial Statements for the year ended March312019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
ii. That such accounting policies as mentioned in Notes to Financial Statements havebeen selected and applied consistently and made judgments and estimates have been madethat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as at March 31 2019 and of the profit or loss of the Company for the yearended on that date;
iii. That proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Companies Act 2013 for safeguarding the assetsof 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 proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
vi. That systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.
21. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ETC. & FOREIGN EXCHANGE EARNINGSAND OUTGOINGS:
Since the Company has not carried any operations during the relevant year theinformation as required under Section 134(3)(m) of the Companies Act 2013 read with Rule8(3) of Companies (Accounts) Rules 2014 with respect to conservation of energytechnology 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 iscontrolled by the Management through the means of a properly laid-out framework.
23. CORPORATE SOCIAL RESPONSIBILITY:
The Company has not carried on any business activity and hence compliance under section135 of the Act is not applicable.
24. PERFORMANCE EVALUATION OF BOARD:
The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual Directors pursuant to the provisions of the Companies Act2013 and the Corporate Governance requirements as prescribed by SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. The performance of the board was evaluatedby the board after seeking inputs from all the directors on the basis of the criteria suchas the Board composition and structure effectiveness of board processes information andfunctioning etc. The performance of the committees was evaluated by the Board afterseeking inputs from the committee members on the basis of the criteria such as thecomposition of committees effectiveness of committee meetings etc.
25. DECLARATION FROM INDEPENDENT DIRECTORS:
The Company has received necessary declaration from the Independent Directors underSection 149(7) of the Companies Act 2013 that he / she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 ofSEBI (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 FamiliarizationProgramme for the Independent Directors with a view to familiarize them with their rolerights and responsibilities in the Company nature of Industry in which the companyoperates business model of the Company etc.
The policy for Familiarization Programme for the Independent Directors can be found onwebsite 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 of5 years shall continue to act as the Statutory Auditor of the Company for the financialyear 2019-20. M/s. Thakur Vaidyanath Aiyar & Co. has confirmed that their appointmentis within the prescribed limits specified in Section 139 of the Companies Act 2013.Members are requested to take note of the same.
28. SECRETARIAL AUDIT REPORT:
As required under Section 203 of the Companies Act 2013 Secretarial Audit Report asobtained from M/s. Sanjay Dholakia & Associates Practising Company Secretaries isannexed 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 anyreservation qualification or adverse remarks.
Secretarial Auditor: The explanation to the remarks of the Secretarial Auditor isstated below:
1. The composition of the Audit Committee of the Board of Directors of the Company fellshort of one Independent Director. In compliance of Section 177 and Regulation 18(1)(b) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasreconstituted the Committee by appointing an Independent Director on 10thDecember 2018.
2. The composition of the Nomination & Remuneration Committee of the Board ofDirectors of the Company fell short of one Non Executive and Independent Director. Incompliance of Section 178 of the Companies Act 2013 as per Regulation 19(1)(b) and19(1)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theCompany has reconstituted the Committee by appointing an Independent Director on 10thDecember 2018.
30. COST RECORDS:
Pursuant to the provisions of the Companies (Cost Audit and Record) Rules 2014 asamended from time to time the Company is not required to maintain Cost Records for theyear ending March 31 2019 as there were no operational activities carried out during theperiod 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 theCompany which has occurred between the end of the financial year of the Company i.e. March31 2019 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 312019 which attracted the provisions of Section 186 of the Companies Act 2013 read withCompanies (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 thefinancial year which would impact the going concern status of the Company and its futureoperations.
34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
There were no cases reported during the year under review under the purview ofPrevention of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
35. 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 todate of the Directors Report.
Your Company has not issued any sweat equity shares.
Your Directors wish to place on record their appreciation for the co-operation extendedby all the employees Bankers various State and Central Government authorities andStakeholders.
| ||For and on behalf of the Board |
| ||V. R. Woodart Limited |
|Place: Mumbai || |
|Date: 11th April 2019 || |
| ||Divya Pai |
| ||Chairman |
| ||DIN: 07915821 |