V R Woodart Ltd

DIRECTOR'S REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2024

To

The Members of V.R. Woodart Limited

The Board of Directors are pleased to present the 34th Annual Report of VR Woodart Limited ('the Company') along- with the Audited Financial Statements for the Financial Year ('FY') ended March 31, 2024.

1. FINANCIAL SUMMARY & HIGHLIGHTS

The financial performance of your Company for the Financial Year ended 31st March 2024 is as under:

The above figures are extracted from the financial statements prepared in accordance with Indian Accounting Standards ('Ind AS') 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 ('the Act').

2. TRANSFER TO RESERVES

The Board of Directors of your Company has not transferred any amount to the Reserves due to losses incurred during the year under review.

3. DIVIDEND

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

4. STATE OF THE COMPANY'S AFFAIR

During the year under review the Company had no operations and did not generate any revenue and the Company's losses stood at INR 9.13 lakhs as compared to INR 13.97 lakhs in the previous year.

5. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of the business.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY HAVING OCCURRED SINCE THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THE REPORT.

There have been no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

7. SHARE CAPITAL

The Authorised Share Capital of the Company is INR 15,00,00,000/- divided into 1,50,00,000 equity shares of face value of INR 10/- each. The paid-up share capital of the Company is INR 14,89,18,060/- divided into 1,48,91,806 equity shares of face value of INR 10/- each.

During the year under review, there were no changes in the Authorized, Issued, Subscribed or Paid-up Share Capital of the Company.

8. MANAGEMENT 8.1 DIRECTORS

As on March 31, 2024, the Board of Directors of the Company comprised of the following:

During the year under review, there was no change in the composition of the Board.

On the basis of the written representations received from the Directors, none of the above Directors is disqualified under Section 164 of the Act.

8.2 KEY MANAGERIAL PERSONNEL (KMP)

During the financial year 2023-24, following changes took place in the positions of Key Managerial Personnel:

i. Mr. Roshan Gupta ceased to be a Company Secretary and Compliance Officer upon his resignation at the close of business hours on June 23, 2023. Mr. Yash Kale was appointed as the Company Secretary & Compliance Officer of the Company with effect from July 04, 2023.

ii. Mr. Yash Kale ceased to be a Company Secretary and Compliance Officer upon his resignation at the close of business hours on July 29, 2023. Consequently, Mr. Akram Sati was appointed as the Company Secretary and Compliance officer with effect from December 05, 2023.

iii. Ms. Shagufta Sadikot was appointed as the Company Secretary and Compliance Officer of the Company with effect from January 08, 2024 in place of Mr. Akram Sati who resigned from the position of Company Secretary & Compliance Officer, effective from the closure of business hours on January 04, 2024

In compliance with the provisions of Section 203 of the Act, following are the KMP's of the Company as on 31st March 2024.

9. DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

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 Director's Database maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, the independent directors possess the requisite integrity, experience, expertise required under all applicable laws and the policies of the Bank.

10. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

The Board members are provided with necessary documents, reports and internal policies to enable them to familiarize with the Company's procedures and practices.

Pursuant to the SEBI regulations, the Company organizes Familiarization Programme periodically 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 Board familiarization process comprises of the induction programme for new Independent Directors, sessions on business and functional issues and strategy making. Periodic presentations are made at the Board and Committee meetings on business and performance updates of the Company including finance, sales, and overview of business operations, business strategy and risks involved.

During the year under review, the Independent Directors were familiarized on business model, key updates on business performance, and legal/ regulatory updates at Board Meetings as well as through periodic reports.

The policy for Familiarization Programme for the Independent Directors is available on website of the Company at https://www.vrwoodart.com/4corporategovernance.html.

11. BOARD MEETINGS

During the year under review, 8 (Eight) Board meetings were convened and held on 25.04.2023, 26.05.2023, 04.07.2023, 14.08.2023, 08.11.2023, 05.12.2023, 08.01.2024 and 13.02.2024, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Regulations 17 of the Securities and Exchange Board of India (Listing Obligation and Disclosures Requirements) Regulation, 2015 ('Listing Regulations').

12. 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 a part of this Report.

13. POLICIES ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

In accordance with the provisions of Section 134(3)(e) read with Section 178(2) of the Companies Act, 2013 and Regulation 19(4) read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has adopted a Policy on Nomination & Remuneration which inter alia, includes the criteria for determining qualifications, positive attributes and independence of Directors, and remuneration for the directors, key managerial personnel and other employees. The said policy can be accessed on the website of the Company at https://www.vrwoodart.com/5policies.html.

14. DISCLOSURE RELATING TO REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The Disclosure pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided in this Report as-

i. The Company has no employees and the Company does not remunerate its Directors and CFO;

ii. The Remuneration paid to the Company Secretary (Key Managerial Personnel) is provided in the Notes to Financial Statements of the Company. However, since there were changes in the position of Company Secretary during the year, the percentage increase in remuneration of the Company Secretary during the year is not applicable.

15. RECEIPT OF ANY COMMISSION BY WTD FROM COMPANY OR FOR RECEIPT OF COMMISSION/REMUNERATION FROM ITS HOLDING OR SUBSIDIARY COMPANY

During the year under review, the Company has not paid any commission to any of its Directors. Further, the Company does not have a holding/subsidiary company.

16. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to Section 178 of the Act read with Schedule IV thereto and Regulation 17 of the Listing Regulations, a formal evaluation of Board's 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 13, 2024 evaluated the performance of the NonIndependent 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.

Details of the evaluation are given in the Report on Corporate Governance annexed hereto. The Board of Directors expressed their satisfaction with the evaluation process.

17. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3)(c) of the Act, the Directors hereby confirm that:

i. in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. 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, 2024 and of the loss of the Company for the year ended on that date;

iii. 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;

iv. the Annual Financial Statements have been prepared on a going concern basis; and

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

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

18. INTERNAL CONTROLS

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.

The entity-level policies include anti-fraud policies (such as code of conduct for Directors and Senior Managerial Personnel and Whistle Blower Policy) and other policies (such as Insider Trading Policy and Code of Fair Disclosure of Unpublished Price Sensitive Information).

These internal controls are reviewed by Internal Auditors every year. The Company has carried out evaluation of design and effectiveness of these controls and has noted no significant material weaknesses or deficiencies that can impact financial reports.

19. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Associate or Joint Venture Company as on March 31, 2024. Accordingly, Form AOC-1 pursuant to Section 129(3) of the Act is not applicable to the Company.

20. 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.

21. DEPOSITS / LOANS FROM DIRECTORS

i. The Company has not accepted any deposits from the public falling within the ambit of Section 73 and 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 or under Chapter V of the Act.

ii. During the year under review, the Company obtained a loan amounting to INR 12,00,000/- 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 been approved by the shareholders through a resolution passed at the 33rd Annual General Meeting held on September 29, 2023.

22. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

As per the Listing Regulations, 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, it would be considered as material and require Members approval. In this regard, during the year under review, the Company had taken necessary Members approval for availing loan of upto Rs. 1,00,00,000 (Rupees One Crore) from Mr. Sanjay Anand, Non-Executive Director of the Company to meet the day-to-day administrative expenses, statutory expenses and obligations.

However, during the year under review, the Company has not entered into any transactions with related parties as per Section 188 of the Act and thus, there were no material 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 provided by the Company for FY23.

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 .

23. 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 thereunder.

24. 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 to your company during the year under review

25. RISK MANAGEMENT

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. The Audit Committee has additional oversight in the area of financial risks and controls.

26. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has formed and adopted Vigil Mechanism / Whistle Blower Policy as per Section 179 of the Act and Regulation 22 of the 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.

27. 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 Company's going concern status or its future operations.

A. Statutory Auditors

At the Company's 32nd Annual General Meeting (AGM) held on September 19, 2022, M/s. Thakur Vaidyanath Aiyar & Co., Chartered Accountants, Mumbai (FRN: 000038N) (hereinafter referred to as "M/s. TVA") had been reappointed as the Statutory Auditor of the Company for a term of 5 years to hold office from the conclusion of the 32nd AGM until the conclusion of the 37th AGM of the Company to be held in the year 2027.

The Auditor's Report on the Financial Statement of the Company for they FY 23-24 does not contain any qualification, reservation, adverse remark, or disclaimer.

The Statutory Auditors have not reported any instance of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) of the Companies Act 2013 details of which needs to be mentioned in this Report.

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 2023-24 which, inter alia, includes audit of compliance with the Companies Act, 2013, and the Rules made thereunder, the Listing Regulations and other Acts and Regulations applicable to the Company. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed to this Report as ANNEXURE I.

The Secretarial Audit Report contains the following remark/qualification:

i. There was a delay in filing certain e-forms required to be submitted to the Registrar of Companies

ii. There was a delay of one month in filling the vacancy of Company Secretary and Compliance Officer (Pursuant to Reg. 6(1A) of the SEBI (LODR) Regulations, 2015) by the Company caused due to resignation of the earlier Company Secretary and Compliance Officer.

The Board hereby clarifies as follows with respect to the above-

i. There was a delay in filing the e-forms, however, the forms have been filed with additional fees. The delayed filings do not have any adverse effect on the functioning of the Company.

ii. The Company had finalized on candidates for the purpose of filling up the vacancy, within prescribed time limit, for which the said candidates had even accepted the offer letter of the Company, however, on the date of joining the candidates stepped back for another opportunity. Consequently, the Company had to re-start the process of selection/hiring and hence, the delay was unavoidable.

29. COMPLIANCE WITH 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.

30. 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, 2024, is placed on the website of the Company at http://www.vrwoodart.com/6shareholdersinformation.html

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report as ANNEXURE II.

32. CORPORATE GOVERNANCE

The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated in the Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, in compliance with Regulation 34 read with Schedule V of the Listing Regulations, a detailed report on Corporate Governance is given as ANNEXURE III and forms an integral part of this Annual Report.

33. 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. Furthermore, no cases were reported under the ambit of the said Act with any Local Committee.

34. POLICIES UNDER THE LISTING REGULATIONS

The Listing Regulations mandated the formulation of certain policies for all Listed Companies which are as under:

i. Documents Retention & Archival Policy' as per Regulation 9 and Regulation 30 which may be viewed at http://www.vrwoodart.com/5policies.html

ii. Policy for determining Materiality of events / information' as per Regulation 30 which may be viewed at http://www.vrwoodart.com/5policies.html

iii. 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

35. 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 Company's state of affairs, presenting a true and fair view.

36. 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.

37. OTHER DISCLOSURES:

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.

Amounts due and outstanding to be credited to Investor Education and Protection Fund as on March 31, 2024

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.