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Directors Report of V R Woodart Ltd.

Dec 31, 2014

Dear Members,

The Directors are presenting the 25th Annual Report of your Company and the Audited Accounts for the year ended 31st December 2014.

FINANCIAL RESULTS

(Rs.in Lacs)

Particulars For the year For the year ended ended 31.12.2014 31.12.2013

Revenue from Operations - -

Profit / (Loss) before taxation (78.72) (1.88)

Profit/ (Loss) for the year carried to Balance Sheet (78.72) (1.88)

OPERATIONS

During the year under review, the Company''s operations were closed and hence, the Company has not generated any revenue during the accounting year. The Company''s losses stood at Rs. 78.72 Lacs as compared to Rs. 1.88 Lacs in the previous year. The accumulated losses of the Company stood at Rs. 1842.16 Lacs for the year ended on 31st December 2014.

DIVIDEND

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

PUBLIC DEPOSITS

The Company has not accepted any deposits from the Public.

DIRECTORS

Mr. Sanjay Anand, DIN: 01367853 Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible offers himself for re-appointment. Your Directors recommend his re-appointment.

AUDITORS

The present Statutory Auditors of the Company, M/s. Majibail & Co., Chartered Accountants, (Firm Registration No. 105870W) retire at the conclusion of the ensuing Annual General Meeting. The Company has received a letter as required under Section 141 of the Companies Act, 2013 (erstwhile section 224(1B) of the Companies Act, 1956) from M/s. Majibail & Co., Chartered Accountants, confirming their eligibility and willingness to act as Statutory Auditors of the company. The Board of Directors recommend their appointment.

AUDIT REPORT

The Audit Report does not contain any qualification, reservation or adverse remark or disclaimer. DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

a) The Company has followed the applicable accounting standards except AS 15 in the preparation of the Annual Accounts.

b) The Directors had selected the accounting policies 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 at the end of the financial year and of the profit / loss of the Company for the year under review.

c) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the Annual Accounts on a going concern basis.

PERSONNEL

As on date, none of the employees of the Company fall within the purview of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and Companies (Particulars of Employees) Amendment Rules, 2011.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & INNOVATIONS AND FOREIGN EXCHANGE

Since the Company is not carrying on manufacturing activities, the disclosure requirements under this are not applicable to your Company. However, the information conservation of energy and foreign exchange earnings and outgo is annexed and forms part of this report.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standard of Corporate Governance and adhere to the requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, including the shareholders'' information and auditor''s certificate on its compliance, forms a part of this Annual Report.

ACKNOWLEDGEMENTS

The Board of Directors expresses their deep gratitude for the co-operation and support extended to the Company by its stakeholders, customers, suppliers, Bankers and various Government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and looks forward to their continuous co-operation.

By Order of the Board of Directors For V. R. WOODART LIMITED

Place: Mumbai Date : 27.02.2015

Ajay Anand Sanjay Anand DIN 0373248 DIN1367853


Dec 31, 2013

Dear Shareholders,

The Directors are presenting the 24th Annual Report of your Company and the Audited Accounts for the year ended 31st December 2013.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars For the year For the year ended ended 31.12.2013 31.12.2012

Revenue from Operations - 6.00

Profit / (Loss) before taxation (1.88) 9.52

Profit/ (Loss) for the year carried to Balance Sheet (1.88) 9.52

OPERATIONS

During the year under review, the Company did not generate any revenue from operations. The Company has suffered a net loss of Rs. 1.88 Lacs as compared to the profit of Rs. 9.52 Lacs during the previous accounting year. The Company has not carried on any manufacturing activities during the year.

DIVIDEND

Due to financial constraints, your Directors do not recommend any dividend on equity shares for the year under review.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the Public.

DIRECTORS

Mr. Nitin Panchal, Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible offers himself for re-appointment. Your Directors recommend his re- appointment.

PARTICULARS OF EMPLOYEES

There are no employees drawing salary as required to be mentioned under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company is not carrying on manufacturing activities, the disclosure requirements under this are not applicable to your Company. However, the information conservation of energy and foreign exchange earnings and outgo is annexed and forms part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The directors had prepared the annual accounts on "going concern basis".

CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Company''s auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is annexed thereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The company is currently not carrying on any manufacturing activities. Therefore, the Management discussion and analysis report has been not been attached to this report.

AUDITORS

M/s. Majibail & Co., Chartered Accountants, being eligible offer themselves for re-appointment. If re- appointed, it will be within the prescribed limits specified in Section 224 (1B) of the Companies Act, 1956. Members are requested to appoint the auditors and to fix their remuneration.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the co-operation extended by all the employees, Bankers, Financial Institutions, various State and Central Government authorities and Stakeholders.

By Order of the Board of Directors For V. R. WOODART LIMITED

Place: Mumbai Date : 28.02.2014 Ajay Anand Sanjay Anand Director Director


Dec 31, 2012

Dear Shareholders,

The Directors are presenting the 23rd Annual Report of your Company and the Audited Accounts for the year ended 31st December 2012.

FINANCIAL RESULTS (Rs. in Lacs)

particulars For the year For the year ended 31.12.2012 ended 31.12.2011

Revenue from Operations 6.00 43.02

Profit / (Loss) before taxation 9.52 121.47

Profit/ (Loss) for the year carried to Balance Sheet 9.52 121.47

OPERATIONS

During the year under review, the Company revenue from operations stood at Rs. 6.00 Lacs as against Rs. 43.02 Lacs in the previous year. The Company has earned a Net profit of Rs. 9.52 Lacs as compared to the Profit of Rs. 121.47 : Lacs during the previous accounting year. The Company has not carried on any manufacturing activities during the year.

DIVIDEND

Due to financial constraints, your Directors do not recommend any dividend on Equity Shares for the year under review.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the Public.

DIRECTORS .

Mr. Sanjay Anand, Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible offers himself for re-appointment. Your Directors recommend his re-appointment.

PARTICULARS OF EMPLOYEES

There are no employees drawing salary a« enquired to be mentioned under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

- Since the Company is not carrying on rranufacturing activities, the disclosure requirements under this are not

- applicable to your Company. However, the information conservation of energy and foreign exchange earnings and

- outgo is annexed and forms part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The directors had prepared the annual accounts on "going concern basis".

CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Company''s auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is annexed thereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The company is currently not carrying on any manufacturing activities. Therefore, the Management discussion and analysis report has been not been attached to this report.

AUDITORS

M/s. Majibail & Co., Chartered Accountants, being eligible offer themselves for re-appointment. If re-appointed, it will be within the prescribed limits specified in Section 224 (IB) of the Companies Act, 1956. Members are requested to appoint the auditors and to fix their remuneration.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the co-operation extended by all the employees, Bankers, Financial Institutions, various State and Central Government authorities and stakeholders.

By Order of the Board of Directors

For V R WOODART LIMITED

Place: Mumbai

Date: 30.05.2013

Ajay Anand Sanjay Anand

Director Director


Dec 31, 2011

The Directors are presenting the 22nd Annual Report of your Company and the Audited Accounts for the year ended 31st December 2011.

FINANCIAL RESULTS

(Rupees In Lacs)

Particulars For the year ended For the year ended 31.12.2011 31.12.2010

Sales 43.02 141.73

Profit / (Loss) before taxation 121.47 29.65

121.47 29.65

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

OPERATIONS, OVERVIEW AND BUSINESS OUTLOOK

During the year under review, the Company Sales stood at Rs. 43.02 Lacs as against Rs. 141.73 Lacs in the previous year. The Company has earned a Net profit of Rs. 121.47 Lacs as compared to the Loss of Rs. 29.65 Lacs during the previous accounting year.

DIVIDEND

Due to financial constraints, your Directors do not recommend any dividend on Equity Shares for the year under review.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the Public.

DIRECTORS

Mr. Nitin Panchal, Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible offers himself for re-appointment. Your Directors recommend his re-appointment.

PARTICULARS OF EMPLOYEES

There are no employees drawing salary as required to be mentioned under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Particulars required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure to this Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The directors had prepared the annual accounts on "going concern basis".

CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Company's auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is annexed thereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The company is currently not carrying on any manufacturing activities. The Company sold its plant located at Plot No. 42, Cochin Special Economic Zone. The accumulated loses of the Company stood at 17,43,68,702/- on the balance sheet date 31.12.2011 which is more than its Networth.

AUDITORS

M/s. Majibail & Co., Chartered Accountants, being eligible offer themselves for re-appointment. If re-appointed, it will be within the prescribed limits specified in Section 224 (1B) of the Companies Act, 1956. Members are requested to appoint the auditors and to fix their remuneration.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the co-operation extended by all the employees, Bankers, Financial Institutions, various State and Central Government authorities.

By Order of the Board of Directors

For V R WOODART LIMITED

Place: Mumbai

Date : 30.05.2012

Ajay Anand

Director

 
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