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VMV Holidays Ltd.

BSE: 539222 Sector: Services
NSE: N.A. ISIN Code: INE451S01019
BSE LIVE 10:59 | 18 Oct 16.00 -2.20
(-12.09%)
OPEN

16.00

HIGH

16.00

LOW

16.00

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 16.00
PREVIOUS CLOSE 18.20
VOLUME 40000
52-Week high 18.20
52-Week low 13.90
P/E 123.08
Mkt Cap.(Rs cr) 8
Buy Price 15.00
Buy Qty 10000.00
Sell Price 21.80
Sell Qty 10000.00
OPEN 16.00
CLOSE 18.20
VOLUME 40000
52-Week high 18.20
52-Week low 13.90
P/E 123.08
Mkt Cap.(Rs cr) 8
Buy Price 15.00
Buy Qty 10000.00
Sell Price 21.80
Sell Qty 10000.00

VMV Holidays Ltd. (VMVHOLIDAYS) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting the Seventh Annual Report on the businessand operations of the Company together with the Audited Accounts of the Company for thefinancial year ended March 31 2017.

FINANCIAL RESULTS

The Company's financial performance for the year ended March 31 2017 is summarizedbelow:-

Amount in (Rs.)
Particulars Year ended 31st March 2017 Year ended 31st March 2016
Total Income 46597534.30 69691708.51
Profit Before Tax 1093837.72 (838304.38)
Less : Current Tax 262090.00 (427180.00)
Less- Short provision for earlier years 3.00 -
Less: Deferred Tax 176314.00 672265.00
Profit After Tax 655430.72 (593219.38)

STATE OF COMPANY'S AFFAIR

We are please to inform that the listing of securities of the company on the SMEplatform of Bombay Stock Exchange will be completing 2 years on 14th of July2017 and the company has paid listing fees for the Financial year 2016 - 17 as well as for2017-18. The listing of the company on a national platform has provided it with enormousopportunities for the expansion of the business.

Travel and tourism has now become the largest civilian industry in the world. Accordingto statistics one out of every ten persons worldwide is part of the travel and tourismindustry. There have been changes in lifestyle tastes rising household incomes whichhas had a positive effect and boost to the industry. The reach of the Internet has made itmore convenient for customers with greater choices at competitive rates. So the Companyas said earlier is focusing on its travelling activities and packages in domestic as wellas international arena. It basically includes air ticket booking hotel booking carbooking and other related activities. The company already holds valuable associations ofTravel & Tourism industry. It is also an active member of The Ministry of Tourismapex body for formulation and administration of the rules regulations and laws relatingto the development and promotion of tourism in India and focusing on its key areas forbetter implementation.

Travel and Tourism is one of the largest service industries in India. It has tremendouspotential as one of its key contributors to growth of the nation. India has emerged as theworld's fastest- growing outbound market and in absolute numbers it is second only toChina. The year 2016-17 was definitely a year full of action Demonetization stringentVisa policies by certain countries etc. Despite the sluggish global economy poor customersentiment and a challenging geo-political environment buffeted by terrorist attackstravel bans etc. the Indian outbound inbound and domestic tourism markets remainedresilient. Given the challenges and economic environment the year saw a strongperformance across the Company's portfolio. The Company was actively engrossed inconducting domestic as well as international packages. It is an active participant inInternational Air Transport Association (IATA) the trade association for the world'sairlines which gains the Company with international exposure.

The Company has also made plans to open up its branches at various cities and enterinto various other alliances with different apex bodies which would be carried outshortly. The necessary feasibility study is being carried out for the said activities andin due time the mandatory steps will be taken for the implementation of those activities.

DIVIDEND

As the company is accumulating the profit your directors regret their inability todeclare any dividend for the year.

RESERVES

The company has not transferred any amount to reserve account during the year underreview due to insufficiency of profit.

CAPITAL STRUCTURE

During the year under review the Authorized Capital of the Company stood at Rs.62000000/- (Rupees Six Crores Twenty Lakhs) comprising 6200000 (Sixty Two Lakhs)Equity Shares of Rs. 10/- (Rupees Ten) each and the issued subscribed and paid-up sharecapital of your Company stood at Rs. 55785000/- (Rupees Five Crores Fifty Seven LakhsEighty Five Thousand) comprising 5578500 (Fifty Five Lakhs Seventy Eight Thousand FiveHundred) Equity Shares of Rs. 10/- (Rupees Ten) each. Company had raised Rs.15600000/-(Rupees One Crore Fifty Six Lakhs) through its Initial Public Offering which is includedin paid up share capital.

The Company has neither issued shares with differential voting rights nor issued sweatequity or granted stock options during the Financial Year ended 31st March2017.

CHANGE IN THE NATURE OF BUSINESS

There is no Change in the nature of the business of the Company during the year.

MATERIAL CHANGES AND COMMITMENTS

There is no material changes occurred subsequent to the close of the financial year ofthe Company to which the balance sheet relates and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

DETAILS OF SUBSIDIARY/IOINT VENTURES/ASSOCIATE COMPANIES

The Company does not become or ceased to be or have any subsidiary/Joint Ventures/Associate Companies during the year.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed there underM/s. P K Bandyopadhyay & Dutt Chartered Accountants (Firms Registration No.325116E) Statutory Auditors of the company hold office till the conclusion of theensuing Annual general Meeting and are eligible for re-appointment. They have confirmedtheir eligibility to the effect that their reappointment if made would be within theprescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors Report are selfexplanatory and do not call for any further comments. The Auditors Report does not containqualification reservation or adverse remark.

M/s. A.K. Meharia & Associates Chartered Accountants (Firms Registration No.324666E) ceased to be the Statutory Auditors with effect from 04.02.2017. Your Directorswould like to record their appreciation of the services rendered by them during theirtenure of office as the Statutory Auditor of the Company.

SECRETARIAL AUDITOR

In accordance with provisions of Section 204 of the Companies Act 2013 the Companyhad appointed Ms Disha Dugar Practicing Company Secretary as Secretarial Auditor for theFinancial Year ended 31st March 2017.

AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT

The Auditors' Report and Secretarial Auditors' Report to the Company for the yearunder review does not contain any qualification(s) or observation(s). The Notes onFinancial Statements referred to in the Auditors' Report are self-explanatory and do notcall for any further comments.

Further the Statutory Auditors have not reported any incident of fraud to the Board ofDirectors of your Company during the year under review.

Report of the secretarial auditor is given as an annexure to this report.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form MGT - 9 is annexed herewith and form part ofthis Board's report.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The company is not an industrial company and therefore the details of conservation ofenergy technology absorption is not applicable to the company.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not formed any Corporate Social Responsibility Committee because theprovisions of Section 135 of the Companies Act 2013 relaying to formation of such aCommittee and the formulation of a Corporate Social Responsibility Policy do not apply tothe Company.

FOREIGN EXCHANGE EARNINGS & OUTGO

The income & expenditure accrued/ incurred during the year are as follows:

International Tour package expenses: Current year: Rs: 2963951.00 (Rupees Twenty NineLakhs Sixty Three Thousand Nine Hundred and Fifty One) [P. Y. Rs 4619528.00 (RupeesForty Six Lakhs Nineteen Thousand Five Hundred and Twenty Eight)).

DETAILS OF DIRECTORS AND KMP CHANGES:

Directors

The Board of Directors is duly constituted in compliance with the provisions of Section149 of the Companies Act 2013 and relevant rules made thereunder.

Mr. Vikram Bajaj (DIN: 00553791) is the promoter as well as the non- executive directorof the company.

Mr. Lokesh Patwa (DIN: 06456607) is the executive as well as whole-time director of thecompany. Ms. Neha Shukla (DIN: 07113516) and Mr. Shyamal Mitra (DIN: 06746686) are theIndependent directors of the company.

Key Managerial Personnel

Mr. Himanshu Jha (PAN: ALRPJ8928N) ceased to be the Chief Financial Officer with effectfrom 02.02.2017. Directors would like to record his appreciation of the services renderedby him during his tenure of office as Chief Financial Officer of the Company.

Further Mr. Sunny Kumar Kedia (PAN: BWAPK6705M) was appointed as the Chief FinancialOfficer of the Company with effect from 02.02.2017. From there he is continuing his roleas the Chief Financial Officer of the company to look after the financial matters of thecompany.

Ms. Priya Agarwal (ACS: 38800) is carrying her role of Company Secretary &Compliance Officer of the company for carrying out the compliance activities of thecompany.

Simultaneously Mr. Lokesh Patwa is acting as the Whole-time Director of the Company.

Number of meetings of the Board of Directors

During the year 7 Board Meetings were convened and held. The dates of Board Meeting areas follows:

Sl. No. Particulars Date
1. Board Meeting 07th April2016
2. Board Meeting 30th May 2016
3. Board Meeting 16th August 2016
4. Board Meeting 14th November 2016
5. Board Meeting 27th January 2017
6. Board Meeting 02nd February 2017
7. Board Meeting 13 th February 2017

COMMITTEES OF BOARD

The details of current composition of the Committees of the Board of Director are asunder:

a. Audit Committee

S. No. Name Category of Director/ Member Chairman/ Members
1. Neha Shukla Independent Chairman
2. Shyamal Mitra Independent Member
3. Lokesh Patwa Whole-time Director Member

During the year the committee has met on 30th May 2016 16thAugust 2016 14th November 2016 and 13th February 2017.

b. Nomination and Remuneration Committee

S. No. Name Category of Director/ Member Chairman/ Members
1. Neha Shukla Independent Chairman
2. Shyamal Mitra Independent Member
3. Vikram Bajaj Non-Executive Member

During the year the Committee has met on 2nd February 2017.

c. Stakeholders Relationship Committee

S. No. Name Category of Director/ Member Chairman/ Members
1. Neha Shukla Independent Chairman
2. Shyamal Mitra Independent Member
3. Vikram Bajaj Non-Executive Member

During the year the Committee has met on 7th April 2016 16thAugust 2016 14th November 2016 and 13th February 2017

DECLARATION FROM INDPENDENT DIRECTORS ON ANNUAL BASIS

Your Company has received the declaration of Independence u/s 149(7) of the CompaniesAct 2013 from all the Independent Director of your Company specifying that they meet thecriteria of independence as per Section 149(6) of the Companies Act 2013.

MEETING OF INDPENDENT DIRECTOR

As required under Regulation 25(3) of SEBI (Listing Obligation ad DisclosureRequirements) Regulation 2015 and Schedule IV of the Act the Independent Director of thelisted entity shall hold at least one meeting in a year without the presence ofnon-independent directors to discuss the matters specified therein.

Neha Shukla and Shyamal Mitra are Independent Directors and during the year the meetingof Independent Director was held on 13th February 2017.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS U/S 186

Loans given by the company for the financial year ended on 31st March 2017amounts to Rs. 47800000 (Rupees Four Crores Seventy Eight Lakhs) under Section 186 ofthe Act.

DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES

During the year under review the Company has no Subsidiary Joint Venture andAssociate Company. Accordingly no details are required to be reported in Form AOC-1 andthus it does not form a part of this report.

RELATED PARTY TRANSACTIONS

The transaction entered with the related parties during the FY 16-17 were on arm'slength basis and were in the ordinary course of business and the provision of section 188of the Companies Act 2013 are not attracted. There have no materially significant relatedparty transaction with the Company's promoters directors the management theirsubsidiaries or relatives which may have potential conflict with the interest of theCompany at large. Thus disclosure in form AOC-2 is not required. The necessarydisclosures regarding the transactions are given in the notes of accounts.

PARTICULARS OF EMPLOYEES

The Company have no employee drawing a remuneration of Rs. 6000000 (Rupees Sixtylacs) per annum or part there of in terms of the provisions of Section 197(12) of the Actread with Rules 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules2014.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:

1) in the preparation of the annual account the applicable accounting standards hasbeen followed and there are no material departures from the same.

2) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company at the end of the financial yeari.e. March 31 2017 and of the profit of the Company for the year ended on that date;

3) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

4) the directors have prepared the annual accounts on going concern basis.

5) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively and

6) the directors have devised proper system to ensure compliance with the provisions ofapplicable laws and such systems are adequate and operating effectively.

Your Directors further state that no disclosure or reporting is required in respect ofthe following items as there were no transactions on these items during the year underreview:

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of equity shares with differential rights as to dividend voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.

d) Any of the Directors including the Whole-time Director of the Company receive anyremuneration or commission from any of the subsidiaries.

e) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THEFINANCIAL STATEMENTS

There are adequate internal control procedures commensurate with the size of theCompany and nature of its business. The management has put in place effective InternalControl Systems to provide reasonable assurance for Safeguarding Assets from unauthorisedaccess and Maintenance of Proper Accounting Records and Adequacy & Reliability of theinformation used for carrying on Business Operations.

Further the Company has taken adequate steps to ensure proper authorization offinancial transactions and to prevent possibilities of frauds or other irregularities.

CORPORATE SOCIAL RESPONSIBILITY

Since the Company does not fall under the threshold laid down in section 135 of theCompanies Act 2013 the provision of Section 134 (3)(o) of the Companies Act 2013 is notapplicable and no disclosure is required by the Board.

DISCLOSURE PURSUANT TO LISTING REGULATIONS

Necessary disclosures pursuant to listing regulations are made hereunder:-

The securities of the Company have been listed on the Small and Medium Enterprise (SME)platform of Bombay Stock Exchange (BSE).

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITIONAND REDRESSAL) ACT. 2013

During the financial year 2016-17 no complaint of sexual harassment were reported.

PERSONNEL

The Directors express their gratitude to all employees of the company for theco-operation and support extended by them which has contributed to achieve the workingresults during the year

ACKNOWLEDGEMENTS

An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.

For and on behalf of the Board of Directors
Sd/-
Place: Kolkata
Date: 30.05.2017 Vikram Bajaj
Director
DIN:00553791