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)

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

                                       Ajay Anand          Sanjay Anand
                                      DIN 0373248            DIN1367853