Dear Members,
The Board of Directors have the pleasure of presenting the 35th Annual Report together
with the Audited Financial Statements, Auditors' Report and the Director's Report on the
business and operations of the Company, for the financial year ended 31st March, 2023.
1. FINANCIAL PERFORMANCE
The summarized financial highlights for the year under review are presented below:
Amount (in Rs.)
Particulars |
Financial Year |
Financial Year |
2022-23 |
2021-22 |
Net Sales/ Income from Operations |
88,69,847 |
34,73,775 |
Other Income |
6,29,571 |
8,04,748 |
Total Income |
94,99,418 |
42,78,523 |
Cost of material consumed |
24,90,500 |
8,06,768 |
Employee Benefit expenses |
12,75,309 |
10,15,045 |
Other expenses |
44,79,538 |
12,61,693 |
Total expenses |
82,45,347 |
30,83,506 |
Profit before Interest, Depreciation & Tax |
12,54,070 |
11,95,017 |
Less: Finance Cost |
40,766 |
6,304 |
Profit before Depreciation & Tax |
12,13,304 |
11,88,713 |
Less: Depreciation |
10,08,205 |
9,92,200 |
Profit (Loss) before Tax |
2,05,099 |
1,96,513 |
Add/(Less): Tax |
13,50,131 |
1,500 |
Other comprehensive Income/Loss |
1,66,015 |
21,28,788 |
Net Profit/(Loss) after Tax |
9,79,018 |
23,26,801 |
Balance b/f from the Balance Sheet |
1,25,22,567 |
1,10,95,766 |
Balance c/f to the Balance Sheet |
1,15,43,549 |
1,25,22,567 |
2. FINANCIAL HIGHLIGHTS
The revenue from operations of the Company during the financial year 2022-23
improved significantly from Rs. 34,73,775/- in financial year 2021-22 to Rs.88,69,847/-
in the relevant year. Your Company has recorded an increase of 155.33% in the revenue from
operation of the Company during the financial year 2022-23. In spite of tough competition
and ever-increasing technological advancements like online bookings etc., your Company has
managed to sustain its position in the industry.
3. DIVIDEND
In order to conserve cash and ensure liquidity for the operations for the Financial
Year 2023-24, the Board of Directors decided not to recommend any dividend to the
shareholders for the Financial Year 2022-23.
4. SHARE CAPITAL
The Authorized Share Capital of your Company is Rs. 5,50,00,000/- and the paid-up share
capital of your Company is Rs. 3,00,70,000/-. There was no change in the share capital
structure of the Company during the financial year ended 31st March, 2023.
5. RESERVES
Your directors do not propose to transfer any amount to the Reserves for the financial
year ended 31st March, 2023.
6. DEPOSITS
Your Company has neither any outstanding deposit nor accepted any deposit under Section
73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules,
2014 during the period under review.
7. SUBSIDIARY/ASSOCIATE & JOINT VENTURECOMPANIES
The Company does not have any holding, subsidiary, and associate Companies.
8. LISTING
The equity shares of the Company continue to be listed on the BSE Limited. We confirm
that Annual Listing Fees for the financial year 2022-23 has already been paid within the
stipulated time period.
9. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013, the
Board of Directors of the Company hereby state and confirm that: -
i) In the preparation of the Annual Accounts for the Financial Year ended March 31,
2023, the applicable Accounting Standards had 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 so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year ended
March 31, 2023 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 provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
ivJThe Directors had prepared the Annual Accounts for the Financial Year ended March
31, 2023 of the Company on a going concern basis.
v] The directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively.
vi] The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
10. DIRECTORS/ KEY MANAGERIAL PERSONNEL(KMP)
a) Retire by Rotation
Mr. Vipin Aggarwal (DIN: 00084395) is retiring by rotation at the ensuing Annual
General Meeting and is eligible for re-appointment. In view of the valuable guidance and
support received from him, your Directors recommend his re-appointment.
b) Appointments and Cessation of Director during Financial Year 2022-23
During the period under review, there were no new appointments or cessations. However,
Mrs. Meena Aggarwal (DIN: 00084504), was retired by rotation and reappointment at the
Annual General Meeting of the Company held on September 30, 2022.
c) Declaration of Independent Directors
At the first meeting of the Board of Directors for the Financial Year 2022-23 held on
27/05/2022 the Independent Directors have confirmed, as required under sub section (7) of
Section 149 of the Companies Act, 2013 that they meet the criteria of independence
required under sub-section (6) of Section 149 of the Companies Act, 2013.
The Board, after undertaking due assessment of the veracity of the declaration
submitted by the Independent Directors under sub section (6) of Section 149 of the
Companies Act, was of the opinion that the Independent Directors meet the criteria of
independence, are independent from Management and have necessary integrity, expertise,
skills and experience required for their role.appointment as Independent Director.
All the Independent Directors of the Company have registered themselves in the data
bank maintained with the Indian Institute of Corporate Affairs, Manesar ('IICA'). In terms
of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment &
Qualification of Directors) Rules, 2014, the Independent Directors are required to
undertake online proficiency self-assessment test conducted by the IICA within a period of
two (2) year from the date of inclusion of their names in the
data bank. The Independent Directors, whosoever is required, shall undertake the said
proficiency test.
Further, pursuant to the provisions of Section 149(8) read with Schedule IV of the Act
a meeting of the Independent Directors is required to be convened without the presence of
Non-Independent Directors and Members of the Management.
Accordingly, the meeting of the Independent Directors was held on 13/02/2023.
d) Women Director
In terms of the provision of section 149 of the Companies Act, 2013 and Regulation 17
of the SEBI (Listing Obligation and disclosure Requirements) Regulation, 2015, your
Company has complied with the requirement of having at least one Women Director on the
Board of the Company. Mrs. Meena Aggarwal, Director 8i Chief Executive Officer is the
Women director of the Company.
e) Appointment and cessation of KMP
During the year under review, there was no changes in Key Managerial Personnel of the
Company.
As on the date of the report, the Key Managerial Personnel of your Company are as
under-:
S.No. |
Name |
Designation |
1 |
Mrs. Meena Aggarwal |
Chief Executive Officer |
2 |
Mr. Sudhansu Kumar Nayak |
Chief Financial Officer |
3 |
Ms. Vineeta Agrawal |
Company Secretary 8i Compliance Officer |
11. BOARD MEETINGS
During the financial year 2022-23, 4 (Four) meetings were held on 27/05/2022,
14/08/2022.14/11/2022 and 13/02/2023. Here gap between two Board Meetings did not exceed
120 days as mentioned in Regulation 17(2) of the Listing Regulations.
12. COMMITTEES OF THE BOARD
The Board of your Company have constituted the following Committees in accordance with
the provisions of the Companies Act, 2013 read with Listing Regulations:
a) Audit Committee
The primary objective of the Audit Committee is to monitor and provide an effective
supervision of the Management's financial reporting process, to ensure accurate and timely
disclosures, with the highest levels of transparency, integrity and quality of financial
reporting. The Committee oversees the work carried out in
the financial reporting process by the Management, the internal auditor and the
statutory auditor and notes the processes and safeguards employed by each of them and also
assesses the adequacy and reliability of the internal control systems and risk management
systems. The Audit Committee further reviews processes and controls including compliance
with laws, Whistle Blower Policy and related cases thereto, functioning of the Prevention
of Sexual Harassment at Workplace Policy and guidelines and internal controls.
The internal auditor reports functionally to the Audit Committee. The Executive
Directors) and Senior Management of the Company also attend the Meetings as invitees
whenever required to address concerns raised by the Committee Members. All the
recommendation of the Committee were accepted by the Board.
The audit committee met Four (4) times during the year under review on 27.05.2022,
14.08.2022, 14.11.2022 and 13.02.2023. The composition of the Audit Committee is as
under-:
S.no |
Name of the Members |
Designation |
1 |
Mr. Sanwar Mai Saini |
Chairman |
2 |
Mr. Vipin Aggarwal |
Member |
3 |
Mr. Ravinder Mohan Manchanda |
Member |
b) Nomination & Remuneration Committee
The purpose of the Nomination and Remuneration Committee includes formulating criteria
for determining qualifications, positive attributes and independence of Directors and
recommending to the Board of Directors, a policy relating to the remuneration of the
Directors and Key Managerial Personnel, overseeing the Company's process for appointment
of Senior Management and their remuneration, devising criteria for performance evaluation
of the Board of Directors (including Independent Directors).
The NRC also discharges the Board's responsibilities relating to compensation of the
Company's Executive Directors and Senior Management.
The Nomination & Remuneration Committee met Four (4) times during the year under
review on 27.05.2022, 14.08.2022, 14.11.2022 and 13.02.2023. The composition of the
Committee is as under-:
S.no. |
Name of the Members |
Designation |
1 |
Mr. Ravinder Mohan Manchanda |
Chairman |
2 |
Mrs. Meena Aggarwal |
Member |
3 |
Mr. Sanwar Mai Saini |
Member |
c) Stakeholders Relationship Committee
Mainly, the Stakeholders Relationship Committee is responsible for resolving complaints
related to transfer/transmission of shares, non- receipt of annual report and non-receipt
of declared dividends, general meetings, approve issue of new/duplicate certificates and
new certificates on split/consolidation/renewal etc., approve transfer/transmission,
dematerialization and other related shareholder issues.
The Stakeholders Relationship Committee met Three (3) times during the year under
review on 27.05.2022, 14.11.2022 and 13.02.2023. The composition of the Committee is as
under-:
S.no. |
Name of the Members |
Designation |
1 |
Mr. Sanwar Mai Saini |
Chairman |
2 |
Mr. Vipin Aggarwal |
Member |
3 |
Mr. Ravinder Mohan Manchanda |
Member |
cHRisk Management Committee
Risk Management Committee is focused on enterprise risk management framework for
identifying risks and opportunities that may have a bearing on the organization's
objectives, assessing them in terms of likelihood and magnitude of impact and determining
a response strategy.
The Risk Management Committee met Three (3) times during the year under review on
27.05.2022,14.08.2022 and 13.02.2023. The composition of the Committee is as under-:
S.no. |
Name of the Members |
Designation |
1 |
Mr. Ravinder Mohan Manchanda |
Chairman |
2 |
Mr. Vipin Aggarwal |
Member |
3 |
Mr. Sanwar Mai Saini |
Member |
e) Corporate Social Responsibility and Sustainability Committee
The Company did not fall under the purview of the criteria specified for applicability
of Corporate Social Responsibility C'CSR") under Section 135 for the year under
review. Therefore, the provisions of Section 135 of the Act were not applicable on the
Company.
13. POLICY ON QUALIFICATION AND REMUNERATION FOR THE DIRECTORS, KEY MANAGERIAL
PERSONNEL AND OTHER EMPLOYEES:
The Company believes that building a diverse and inclusive culture is integral to its
success. A diverse Board, among others, will enhance the quality of decisions by utilizing
different skills, qualifications, professional experience, and knowledge of the Board
members necessary for achieving sustainable and balanced development. Accordingly, the
Company has formulated and adopted the Nomination and Remuneration Policy in accordance
with the provisions of Companies Act, 2013 read with the Rules issued thereunder and the
Listing Regulations. During the financial year under review.
The said Policy of the Company, inter alia, provides that the Nomination and
Remuneration Committee shall formulate the criteria for appointment of Executive,
Non-Executive and Independent Directors on the Board of Directors of the Company and
persons in the Senior Management of the Company, their remuneration including
determination of qualifications, positive attributes, independence of directors and other
matters as provided under subsection (3) of Section 178 of the Act (including any
statutory modification(s) or re-enactment(s) thereof for the time being in force). The
Policy also lays down broad guidelines for evaluation of performance of Board as a whole,
Committees of the Board, individual Directors including the chairperson and the
Independent Directors. The Policy encourages the appointment of women at senior executive
levels and thereby promoting diversity. The Policy is designed to attract, recruit, retain
and motivate best available talent.
There was no change carried in such policy during the year under review.
The web link of the Remuneration Policy is http://www.woodsvilla.in/nomination
remuneration policv.html
14. PERFORMANCE EVALUATION
The Board annually evaluates its performance as well as the performances of its
Committees and of Directors individually.
For evaluating the performance of the Board as a whole, the Board reviews the
periodical performances of the Company and the role of the Board towards achievement of
the said performances and the future plans as set out from time to time.
The performance of the Whole Time Directors is evaluated by the Board by linking it
directly with their devotion towards implementation and management of the growth
parameters of the Company and the actual achievements of the Company.
The performance of the Non-Executive / Independent Directors is evaluated on the basis
of their contribution for adopting better corporate governance practices, transparency and
disclosures in achieving the goal of the Company.
The performance of the various Committees of the Board is reviewed on the basis of the
achievement of the work designated to the specific committee.
The Directors expressed their satisfaction with the evaluation process.
15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34 read with Schedule V of the Listing Regulations, the
Management Discussion and Analysis Report are presented in a separate section forming part
of this Annual Report in Annexure- A.
16. CORPORATE GOVERNANCE REPORT
The provisions relating to the Corporate Governance as enumerated under the Regulation
15 of Listing Regulations are not applicable to your Company as the paid up share capital
and net worth of the Company as on the last day of the previous financial year are below
rupees ten crores and rupees twenty five crores respectively. Hence, the disclosure in the
annual report relating to para C, D and E of Schedule V to the above said Regulations does
not forms the part of this Report.
17. VIGIL MECHANISM /WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read
with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulations
34(3) of Listing Regulations, a Vigil Mechanism/Whistle Blower policy for directors and
employees to report genuine concerns about unethical behavior, actual or suspected fraud
or violation of the Company's code of conduct or ethics policy has been established. The
Vigil Mechanism Policy has been uploaded on the website of the Company.
During the year under review, no employee was denied access to the Audit Committee. No
complaints were received under Vigil Mechanism & Whistle Blower Policy during the
financial year 2021-22.
18. RISK MANAGEMENT POLICY
The Company follows the risk management policy wherein the management keeps an eagle
eye view on the markets related to the services provided by the Company. The management
also monitors the socio-economic changes worldwide and the changes in the currency
fluctuation to minimize the risks.
The Board members are regularly informed about the potential risks, their assessment
and minimization procedures. The Board frames a plan for elimination / minimization of the
risk and further lays out the steps for implementing and monitoring of the risk management
plan.
There are no risks which in the opinion of the Board are of the nature that can
threaten the existence of the Company. However, the risks inter-se that is generally dealt
in regular course of business and has to be taken care of is seasonal sale and weather
conditions.
19. RELATED PARTY TRANSACTIONS
On the recommendation of the Audit Committee, the Board of Directors has adopted
a policy on Related Party Transactions. The Policy envisages the procedure governing
related party transactions required to be followed to ensure compliance with the
applicable laws and regulations as well as to ensure that the Related Party Transactions
are managed and disclosed in accordance with the legal and accounting requirements.
During the year under review, no contract or arrangement was entered by the Company in
terms of the provisions of Section 188(1) of the Act. All the related party transactions
entered during the year were in the ordinary course of business and on arm's length basis.
Further, no material related party transaction was entered during the year under
review. Accordingly, disclosure as required under section 134(3) (h) of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014, in form AOC-2, is not applicable to
your Company.
All related party transactions are mentioned in the notes to the financial statements.
20. ADEQUACY OF INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS
The Board has inter-alia reviewed the adequacy and effectiveness of your Company's
internal financial controls relating to its financial statements.
The Board has discussed with the Management of the Company the major financial risk
exposures and the steps taken by it to monitor and control such exposures, overseen and
reviewed the functioning of the Whistle Blower Mechanism and the findings in respect of
the investigations conducted on frauds, which were material in nature and the actions
taken by the Management in this regard.
21. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of your
Company occurred between the end of the financial year till the date of this report.
22. EXTRACT OF ANNUAL RETURN
A copy of annual return of the Company is available on the website of the Company. Web
link of the same is https://www.woodsvilla.in/annual_returns.html
23. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Your Company has not made any Loan or given any Guarantees and the details of
investments made are given under relevant note of the Financial Statements. However, the
investments made does not exceeds the limits as prescribed under Section 186 of the Act
during the financial year under review.
24. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND OPERATIONS OF THE BANK
During the period under review, no significant or material orders were passed by any
Regulator, Court or Tribunal against your Company, which could impact its going concern
status or operations.
25. CHANGE IN NATURE OF BUSINESS, IFANY
During the period under review, there was no change in the nature of business of your
Company.
26. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at the workplace and has
adopted a policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company
has constituted necessary Internal Complaints Committee in accordance with the said Act.
During the period under review, your Company has not received any complaint of Sexual
Harassment at Work Place.
27. AUDITORS
(a) STATUTORY AUDITORS AND THEIR REPORT
At the 34th Annual General Meeting of the Shareholders of your Company held on 30th
September, 2022, M/s Rakesh Raj & Chartered Accountants, was appointed as the
Statutory Auditors of the Company to hold office as such from the conclusion of the 34th
Annual General Meeting until the conclusion of the 39th Annual General Meeting
on such remuneration, as may be approved by the Board.
There are no qualifications, reservations or adverse remarks made by M/s Rakesh Raj
& Associates, Chartered Accountants, Statutory Auditors of the Company, in their
report.
Further, pursuant to Section 143(12) of the Companies Act, 2013, the Statutory Auditors
of the Company have not reported any instances of frauds committed in the Company by its
officers or employees.
(b) SECRETARIAL AUDITORS AND AUDIT REPORT
Pursuant to the provisions of Section 204 of the Act, and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s
Kundan Agrawal & Associates, Company Secretaries, Delhi, to act as the Secretarial
Auditor of your Company for the financial year 2022- 23. The secretarial audit of your
Company was conducted in respect of the matters prescribed in the said Rules and as set
out in the Secretarial Audit Report for the
financial year 2022-23, which is provided as an Annexure-B to this report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark and is self- explanatory in nature
(c) INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the relevant
rules and regulations framed thereunder, your Company had appointed M/s Ashu Gogia &
Associates, Chartered Accountants as the Internal Auditor for the financial year 2022-23.
(d) COST AUDITORS
The provisions relating to the Cost Audit and appointment of Cost Auditor under Section
148 of the Companies Act, 2013 are not applicable to your Company.
28. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO
The Company makes all efforts towards conservation of energy, protection of environment
and ensuring safety.
(A) CONSERVATIONOF ENERGY -
a. Steps taken or impact on conservation of energy;
Considering the nature of activities in which the Company operates, energy consumption
is in accordance to the normal business practices and does not require any specific
installations. In its regular course of business, the Company is always vigilant to
conserve the resources and continuously implements measures required to save energy.
b. Steps taken by the Company for utilizing alternate sources of energy;
The Company focuses on improving energy efficiency, increasing the use of renewable/
alternate source of energy in form of solar energy etc.
c. Capital investment on energy conservation equipment: NIL
(B) TECHNOLOGY ABSORPTION -
a. Efforts made towards technology absorption;
The business activities of the Company are not specific to any technology requirements.
b. Benefits derived as a result of the above efforts:
N.A.
c. Information regarding technology imported, during the last 3 years: N.A.
d. Expenditure incurred on Research and Development: N.A.
(C) Foreign Exchange Earnings and Outgo -
(a) Foreign Exchange Earnings :Nil
(b) Foreign Exchange Out go :Nil
29. PARTICULARS OF EMPLOYEES /PERSONNEL
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format
and annexed herewith as Annexure- C to this Report.
The statement containing particulars of employees as required under Section 197(12) of
the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report.
Further, the Report is being sent to the members excluding the aforesaid annexure. In
terms of Section 136 of the Act, any shareholder interested in obtaining a copy thereof
may write to the Company Secretary of the Company at Woodsvillaresort@amail.com
30. SECRETARIAL STANDARDS
During the year company has complied with the Secretarial Standards-1 and II issued by
the Institute of Company Secretaries of India.
31. THE DETAILS OF AN 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:
There was no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the period under review.
32. THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
The above clause was not applicable on the company for the period under review.
33. ACKNOWLEDGEMENTS
The Board of Directors places on record its gratitude to the Ministry of Corporate
Affairs, Securities and Exchange Board of India, other Statutory and Regulatory
Authorities, Financial Institutions, Stock Exchanges, Registrar and Share Transfer Agent,
Depositories and Correspondent Banks for their continued support and guidance.
The Board also places on record its appreciation to the Shareholders of the Company
for their continued support and to its valued customers for their continued patronage.
The Board also expresses its deep sense of appreciation to all the employees of your
Company for their strong work ethic, excellent performance, professionalism, teamwork,
commitment and initiatives which has led to your Company reinforcing its customer centric
image and making commendable progress in today's challenging environment.
FOR AND ON BEHALF OF THE BOARD |
|
VIPIN AGGARWAL |
MEENA AGGARWAL |
Director |
Director & CEO |
DIN:00084395 |
DIN:00084504 |
PLACE: New Delhi DATE:01.09.2023 |
|
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