DIRECTORS' REPORT

To

The Members, Woodsvilla Limited New Delhi

Your Directors have pleasure in placing before you the 27th Annual Report of the Company along with the Audited Financial Statements for the financial year ended 31st March, 2015.

STATE OF THE COMPANY'S AFFAIRS

Your company continues to do well in the hospitality sector. The Resort and its hospitality are highly appreciated by all individuals, corporate and institutions who visit the Resort. The Resort is getting good response from all over India and is on the prime property list of all prestigious travel consultants.

The Company's Profit for the financial year attributed to the shareholders amounted to Rs. 3, 81,070 compared to Rs. 3, 26,233/- in the prior year, an increase of 17%.

RESERVES

Your Directors do not propose to transfer any amount to General Reserve for the financial year ended March 31, 2015 as no dividend is declared during the year keeping in view the requirement to plough back the funds for internal growth.

DIVIDEND

Your Directors do not recommend any dividend for the financial year ended March 31, 2015, keeping in view the requirements to plough back the funds for internal growth.

MATERIAL CHANGES, IF ANY, AFTER THE END OF FINANCIAL YEAR

There are no material changes affecting the financial position of the company after 31st March, 2015.

SHARE CAPITAL

No share capital was issued during the year. The company has not issued any equity shares with differential rights, bonus shares, Sweat Equity Shares, Employee stock options or shares under right issue.

SUBSIDIARIES COMPANIES/JOINT VENTURES/ASSOCIATE COMPANIES

Your Company neither has any subsidiary company or Associate Company as on 31st March, 2015 nor it has entered into any Joint Venture in the previous financial year.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS

No Order has been passed by any Regulatory Authority, any Court or Tribunal in India against your Company.

DIRECTORS & KEY MANAGERIAL PERSONNEL

A. Changes in Directors and Key Managerial Personnel

The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning. Mr. Vipin Aggarwal retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. There was no change in the directorship of your Company during the financial year ended on 31st March, 2015.

Mrs. Meena Aggarwal, Director of the Company is appointed as the Chief Executive Officer of the Company w.e.f 13th February, 2015.

Mr. Syed Nawazish Husain Zaidi is appointed as the Chief Financial Officer of the Company w.e.f 13th February, 2015.

B. Independent Directors and their re-appointment

Mr. Amod Pal Singh and Mr. Surinder Kumar Sareen, Independent Directors of the Company are being re-appointed as Independent Directors of the Company in the ensuing Annual General Meeting for an extended term of 5 years upto the Annual General Meeting of the year 2020.

Mr. Amod Pal Singh, aged 57 years, is an Orthopedic Surgeon by profession from the last 28 years. Mr. Surinder Kumar Sareen, aged 67 years, is an architect by profession.

Both of them have been actively participating in the affairs with your company for the last many years.

Your Company doesn'thave a Managing Director or a Whole-Time Director.

DECLARATION BY INDEPENDENT DIRECTORS

A declaration by Independent Directors that they meet the criteria of independence as provided in sub-section (6] of Section 149 of the Companies Act, 2013 as well as Clause 49 is enclosed.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Familiarization module as designed by the Company for the Independent Directors is available on the website of the Company at <http://woodsvilla.in/familiriasation> programme.html.

CORPORATE SOCIAL RESPONSIBILITY

The CSR Committee and Policy is not applicable on your company as per the provisions of Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Note 9 of the Notes to the financial statements.

STATUTORYAUDITORS AND THEIR REPORT

Comments of the Auditor in their report and the notes forming part of the Accounts are self-explanatory and need no comments.

Your directors recommend the re-appointment ofM/s MANV & Associates., as Statutory Auditors of the company. The Company has received a certificate from the auditors to the effect that their re­appointment if made, would be in accordance with the provisions of section 141 of the Companies Act, 2013.

SECRETARIAL AUDIT REPORT

The Board has appointed M/s M/s. Kundan Agrawal & Associates, Practising Company Secretaries to conduct the Secretarial Audit for the financial year 2014-15 and the Secretarial Audit report is being attached with the Directors report which is self explanatory and needs no comment.

BOARD MEETINGS

The Board of Directors duly met Four (4) times respectively on 30th May, 2014, 13th August, 2014, 11th November, 2014 and 13th February, 2014 in respect of which proper notices were given and the proceedings were properly recorded.

INTERNAL FINANCIAL CONTROLS

There are adequate internal control procedures commensurate with the size of the company and the nature of business. M/s. N.B Tayal & Co., Internal Auditors of the Company were appointed to ensure that the procedures are adequately followed.

INSURANCE & RISK MANAGEMENT

The Company has in place a Fire and Special Perils Policy from United India Insurance Company Limited for both of its properties i.e. Woodsvilla Resort and Woodsvilla Residency situated at Majkhali, Ranikhet.

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a] Overseeing and approving the Company's enterprise wide risk management framework; and (b] Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Risk Management Policy was reviewed and approved by the Committee as well as the Board. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities.

PUBLIC DEPOSITS

During the year, your Company did not accept any Deposit under Chapter V of the Companies Act, 2013, read with Companies (Acceptance of Deposits] Rules, 2014. There are no small depositors in the Company.

PERSONNEL

The Company continued to have cordial relations with its employees.

LISTING WITH STOCK EXCHANGES

Equity Shares of the Company are listed on Bombay Stock Exchange Limited (BSE] and Delhi Stock Exchange (DSE]. The Company is regular in paying Annual Listing Fees and custodian fees to CDSL, the depository.

CODE OF CONDUCT

The Company continues to place emphasis on inclusive growth and has adopted a voluntary code of conduct for affirmative action.

EVALUATION OF PERFORMANCE OF BOARD OF DIRECTORS

The Directors of your Company are in a fiduciary position, empowered to oversee the management functions with a view to ensure its effectiveness and enhancement of stakeholders' value.

Independent Directors are appointed not merely to fulfill the statutory requirements but for their diverse skills and experience as well as the external objectivity that each of them bring to effectively perform their role to provide strategic direction and guidance and provide constructive support to management. The Board of Directors is at the core of your company's corporate governance practice and oversees how the management serves and protects the long term interests of the stakeholders. Your Directors believe that an active, well informed and independent Board is necessary to ensure highest standards of corporate governance.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under the provisions of Section 134(5] of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i] in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III of the Companies Act, 1956, have been followed and there are no material departures from the same;

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 as at March 31, 2015 and of the profit of the Company for the year ended on that date;

iii] the Directors had taken proper and sufficient care 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 Directors had prepared the Annual Accounts of the Company on a 'going concern' basis.

v] the directors, in the case of a listed company, 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.

CORPORATE GOVERNANCE

Your Company is committed to good Corporate Governance Practices and follows the guidelines prescribed by the SEBI, BSE and DSE from time to time. The Company has implemented all of its major stipulations as applicable to the Company. The Statutory Auditor's Certificate dated in accordance with Clause 49 of the Listing Agreement and report on Corporate Governance is annexed to and forming part of the Director's Report as Annexure C.

The Directors of your Company are not being paid any remuneration. There is on notice period prescribed for the directors to resign as Director of the Company. No Stock Option Scheme has been issued by your company.

CFO/CEO CERTIFICATION

Mr. Syed Nawazish Husain Zaidi, Chief Financial Officer and Mrs. Meena Aggarwal, Chief Executive Officef of the Company have given a certificate to the board as contemplated in sub-clause V of Clause 49 of the listing agreement.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is included in a separate section forming part of the Annual Report as Annexure B.

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

A. Conservation of Energy

As your company is not engaged in any manufacturing activity, the particulars relating to conservation of energy and technology absorption as mentioned in Section 134(3] read with Companies (Accounts] Rules, 2014 of the Companies Act, 2013 regarding conservation of energy and technology absorption, are not applicable. However, your company is taking all possible measures to conserve the energy.

Your company is continuously looking for new ways of conservation of energy and wastes minimization for the protection of environment. The eco-friendly initiatives adopted by your company are:

> Implementing energy conservation schemes.

> Awareness programmes for employees at all levels and for community.

> Tree plantation campaigns

> Promoting the use of alternative fuels and materials.

B. Technology Absorption and Research & Development

Since the Company is not involved in manufacturing activity, hence the research & development and technology absorption is not applicable.

The Company has not incurred any expenditure on Research & Development. Your company has not imported technology during the last 8 years reckoned from the beginning of the financial year.

C. Foreign Exchange Earnings and Outgo

1. The company is not involved in activities relating to exports.

2. During the year, the Company has not earned and spent anything in Foreign Exchange.

PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration in excess of the limited prescribed under the provisions of Section 197(12] of the Companies Act, 2013 read with Rule 5(2] of the Companies (Appointment and Remuneration ofManagerial Personnel] Rules.

COMPOSITION OF VARIOUS COMMITTEES OF THE BOARD

The following Committees of the Board were constituted:

1. Audit Committee

Mr. Sanwar Mal Saini - Chairman Mr. Vipin Aggarwal - Member Mr. Dev Kumar Bansal - Member Dr. Amod Pal Singh - Member

2. Nomination & Remuneration Committee

Mr. Deepak Gupta - Chairman Mr. Vipin Aggarwal - Member Mr. Dev Kumar Bansal - Member Mr. Surinder Kumar Sareen - Member

3. Shareholder's Grievances Committee

Mr. Surinder Kumar Sareen - Chairman Mr. Sanwar Mal Saini - Member Mr. Vipin Aggarwal - Member Mr. Deepak Gupta - Member

4. Management Committee

Mrs. Meena Aggarwal - Chairman Mr. Vipin Aggarwal - Member Mr. Sanwar Mal Saini - Member Mr. Dev Kumar Bansal - Member

5. Risk Management Committee

Mr. Sanwar Mal Saini - Chairman

Mr. Vipin Aggarwal - Member

Mrs. Meena Aggarwal - Member

Mr. Syed Nawazish Husain Zaidi - Member

RELATED PARTY TRANSACTIONS

There were no contracts/arrangements entered into by the company with related parties referred to in sub section (1] of section 188 of the Companies Act, 2013 in the financial year 2014-15. The Related Party Transactions Policy of the Company is available on the website of the Company at <http://woodsvilla.in/related> party trans policy.html.

VIGIL MECHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism as established by the company being attached with the Director's Report as Annexure D.

MANAGERIAL REMUNERATION AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information as per Rule 5(1] is as under:

1. The ratio of the remuneration of each Director of the Company to the median remuneration of the employees of the company for the financial year 2014-15: None of the Directors is drawing remuneration from the Company.

2. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year: The salary of CFO has been increased by 30% in the financial year 2014-15.

3. The percentage increase in the median remuneration of employees in the financial year 2014-15: The Median remuneration ofEmployees has increase by 15.01%.

4. The number of permanent employees on the rolls of company: 18

5. The explanation on the relationship between average increase in remuneration and company performance: A 19.46% increase in average remuneration has fetched your company an additional Net profit of 17%.

6. Comparison of the remuneration of the Key Managerial Personnel against the performance of the company: The CFO of the Company was not drawing any remuneration in the financial year 2014-15.

7. Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies,: The last public offer of Equity Shares was made at a face value of Rs. 10/- per share i.e. at par. The Price Earnings Ratio of the Company is 44.30 as on 31.03.2015 while itwas as on 31.03.2015.

8. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The Average salaries of the employees other than Key Managerial Personnel increased by approx. 29.93% in the financial year 2014-15. No Managerial Remuneration was being drawn in the financial year 2013-14; therefore the point of increase in Managerial Remuneration is Not Applicable.

9. The key parameters for any variable component of remuneration availed by the directors: No remuneration is being drawn by the Directors of the Company.

10. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: N.A.

11. Affirmation that the remuneration is as per the remuneration policy of the company: Yes, The Remuneration of the Key Managerial Personnel is being recommended by the Nomination and Remuneration Committee duly constituted by the Board of Directors as per the

Remuneration Policy of the Company. The Directors of the Company are not drawing any remuneration from the company.

Your Company's Policy on Director's, KMPs & Other Senior Employees appointment & remuneration is being attached with this report as Annexure E.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal] Act, 2013. Internal Complaints Committee (ICC] has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees] are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15:

No. of Complaints received: Nil No. of Complaints disposed off: Nil

ABSTRACT OF THE ANNUAL RETURN

The abstract of the Annual Return for the year 2014-15 being attached with the Director's Report as Annexure A.

ACKNOWLEDGEMENT

You Directors place on record their appreciation for the overwhelming, co-operation and assistance received from investors, business associates, SEBI, CDSL, other Govt. Departments, Bankers and employees of the Company at all levels, who, through their dedication, co-operation, and support have enabled the Company to achieve rapid growth.

BY ORDER OF THE BOARD OF DIRECTORS

For WOODSVILLA LIMITED

Sd/- VIPIN AGGARWAL DIRECTOR DIN:00084395

Sd/- MEENAAGGARWAL DIRECTOR & CHIEF EXECUTIVE OFFICER DIN:00084504

DATE: 28.05.2015

PLACE: New Delhi