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Growington Ventures India Ltd.

BSE: 539222 Sector: Services
NSE: N.A. ISIN Code: INE451S01019
BSE 14:10 | 21 Jan 10.60 -0.55
(-4.93%)
OPEN

11.70

HIGH

11.70

LOW

10.60

NSE 05:30 | 01 Jan Growington Ventures India Ltd
OPEN 11.70
PREVIOUS CLOSE 11.15
VOLUME 40000
52-Week high 37.95
52-Week low 7.90
P/E 75.71
Mkt Cap.(Rs cr) 6
Buy Price 10.60
Buy Qty 2500.00
Sell Price 10.90
Sell Qty 2500.00
OPEN 11.70
CLOSE 11.15
VOLUME 40000
52-Week high 37.95
52-Week low 7.90
P/E 75.71
Mkt Cap.(Rs cr) 6
Buy Price 10.60
Buy Qty 2500.00
Sell Price 10.90
Sell Qty 2500.00

Growington Ventures India Ltd. (GROWINGTONVENT) - Director Report

Company director report

Your Directors have pleasure in presenting the Tenth Annual Report on the business andoperations of the Company together with the Audited Accounts of the Company for thefinancial year ended 31st March 2020.

FINANCIAL RESULTS

The Company's financial performance for the year ended 31st March 2020 issummarized below:- Amount in (Rs.)

Particulars Year ended 31st March 2020 Year ended 31st March 2019
Total Income 11943104.69 16707136.28
Profit Before Tax 4293970.15 1637520.51
Less : Current Tax 978140.00 315060.00
Less- Short provision for earlier years 7965.00 -
Less: Deferred Tax 144257.00 128376.00
Profit After Tax 3163608.15 1194084.51

STATE OF COMPANY'S AFFAIRS

We are pleased to inform that the listing of securities of the company on the SMEplatform of Bombay Stock Exchange will be completing 5 years on 14th of July2020. 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 thelargest civilian industry in the world. According to statistics one out of every tenpersons worldwide is part of the travel and tourism industry. There have been changes inlifestyle tastes rising household incomes which has had a positive effect and boost tothe industry. The reach of the Internet has made it more convenient for customers withgreater choices at competitive rates. So the Company as said earlier is focusing on itstravelling activities and packages in domestic as well as international arena. Itbasically includes air ticket booking hotel booking car booking and other relatedactivities. The company already holds valuable associations of Travel & Tourismindustry. It is also an active member of The Ministry of Tourism apex body forformulation and administration of the rules regulations and laws relating to thedevelopment and promotion of tourism in India and focusing on its key areas for betterimplementation.

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. Most individuals nowadays rely heavily on the services of tour companies whilegoing places. These services come with several benefits depending on the agent you chooseto arrange and plan your next trip. Most tour and travel companies will offer you greatpackages that will save you a lot of time in planning and organizing for your trip makingall the necessary reservations. In addition packaged tours tend to be more economicalthan self-planned or unplanned travels. Apart from saving you a lot of time and money thetour company will take good care of your convenience and comfort so that you can beguaranteed a memorable and enjoyable trip. Booking a well-packaged tour will also save youthe stress of dealing with things like hotel bookings and bus reservations. Anotherbenefit of allowing a tour company to manage your trip is the travel agents will be ableto lay out the best itinerary that will work for you so that it fits well into yourschedule The Company was actively engrossed in conducting domestic as well asinternational packages. It is an active participant in International Air TransportAssociation (IATA) the trade association for the world's airlines which gains the Companywith international exposure. The company has paid listing fees for the Financial year2019-20 as well as for 2020-21.

DIVIDEND

Considering present performance and future plan of business activities in the ensuingyears and with a view to conserve the resources of company for future prospect and growthof the Company the Board has decided not to recommend any dividend on the Equity Sharesfor the financial year 2019-20.

RESERVES

During the year under review this item is explained under the head “Reserves andSurplus” forming part of the Balance Sheet as mentioned in the Note No. 3 of theSignificant accounting policies and notes forming part of the financial statements.

CAPITAL STRUCTURE

There was no change in the share capital of the Company and the Authorized Capital ofthe Company stood at Rs. 62000000/- (Rupees Six Crores Twenty Lakhs) comprising6200000 (Sixty Two Lakhs) Equity Shares of Rs. 10/- (Rupees Ten) each and the issuedsubscribed and paid-up share capital of your Company stood at Rs. 55785000/- (RupeesFive Crores Fifty Seven Lakhs Eighty Five Thousand) comprising 5578500 (Fifty FiveLakhs Seventy Eight Thousand Five Hundred) Equity Shares of Rs. 10/- (Rupees Ten) each.The Company has only one class of Share Capital i.e. Equity Shares of Rs. 10/- each. Thecompany has neither issued shares with differential voting rights nor issued sweat equityor granted stock options during the Financial Year ended 31st March 2020.

IMPACT OF THE COVID-19 PANDEMIC ON THE BUSINESS

On 25th March 2020 the Government of India declared this pandemic a healthemergency and ordered temporary closure of all non-essential businesses imposedrestrictions on travel etc. Therefore the company being in the Tour and Travel industryCOVID-19 had a significant and huge impact on us. In the back drop of national lock-downdeclared by the Government of India the Company's national as well as internationaloperations are adversely affected. As a result of this profitability of the Company hasalso been adversely affected. However profitability impact in Financial Year 2019-20would be minimal as it struck towards the end of March 2020 but there will be hugeadverse impact on profitability in Financial Year 2020-21.

Due to adverse effect of this CoVid-19 on Tour & Travel industry the demand fromcustomer is negligible or we can say almost NIL hence there are no business operations inour sector. Due to travel restrictions there are no bookings for any holiday package.

In compliance with the directions issued by Central Government/State Government/Municipal Corporations with a view to prevent and contain the spread of COVID-19 theCompany had temporarily shut down its office from 23rd March 2020 to ensure the safetyand well-being of all its employees customers and other stakeholders. Moreover due toNIL business and increasing COVID-19 cases we are not opening our Office now. Howeversome employees are working from home. We would start our office operations once thedemand for our products rises in the market and once the CoVid-19 situation is undercontrol.

It is hoped that normalcy will gradually return in about 3 to 4 months time.Nevertheless the pandemic and resultant economic restrictions will have a severe impacton the company's operations in the current year.

The business of the company has been affected due to Lockdown but we are expectingfurther improvements as states and countries are continuously announcing relaxations andtaking steps to improve trade and commerce. We are working on all the possible ways tocope up with the current scenario.

BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

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 are no material changes and commitments affecting the financial position of thecompany between the end of the financial year i.e. 31st March 2020 and thedate of this report.

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

There are no significant/material orders passed by the Regulators/Courts/ Tribunalswhich would impact the going concern status of the Company and its future operations.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiaries or Associate Companies nor has entered intoany Joint Ventures with any other Company during the year under review. Accordingly nodetails are required to be reported in Form AOC-1 and thus it does not form a part of thisreport.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return of the Company as on 31st March 2020 inForm MGT - 9 as per Section 92 (3) of the Act read with Companies (Management andAdministration) Rules 2014 is set out in the “Annexure-A” to this report andis also available on the website of the Company at www.vmvholidays.com.

COMPLIANCE OF SECRETARIAL STANDARDS

During Financial Year 2019-20 the Company has complied with the applicable SecretarialStandards issued by the Institute of Company Secretaries of India.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS U/S 186

The details of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.

DEPOSITS

During the year under review the Company has not accepted any deposits from the publicwithin the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance ofDeposits) Rules 2014.

DISCLOSURE PURSUANT TO LISTING REGULATIONS

Necessary disclosures pursuant to listing regulations are made hereunder:- Thesecurities of the Company have been listed on the Small and Medium Enterprise (SME)platform of Bombay Stock Exchange (BSE).

STATUTORY AUDITORS AND THEIR AUDIT REPORT

Pursuant to applicable provisions of the Act the Members of the Company at the AGMheld on 08-09-2017 appointed M/s. Bandyopadhyay & Dutt Chartered Accountants (FirmRegistration No. 325116E) as the Statutory Auditors of the Company to hold office untilthe conclusion of the AGM to be held in the calendar year 2021. Therefore M/s.Bandyopadhyay & Dutt Chartered Accountants shall continue as statutory auditors ofthe Company.

The Auditors' Report for the financial year ended 31st March 2020 on thefinancial statements of the Company is a part of this Annual Report. There is noqualification reservation or adverse remark made by the Statutory Auditors in theirreport. The Auditors have not reported any incident of fraud in terms of Section 143 (12)of the Act. The Notes on Financial Statements referred to in the Auditors' Report areself- explanatory and do not call for any further comments.

INTERNAL AUDITORS

The Company has appointed Mr. Sanjay Kumar Sah Cost Accountant as Internal Auditor ofthe Company for the Financial Year 2019-20 in accordance with Section 138 of the Act readwith the Companies (Accounts) Rules 2014.

SECRETARIAL AUDITORS

In accordance with provisions of Section 204 of the Companies Act 2013 the Companyhad appointed M/s. Hemant Sharma & Associates Practicing Company Secretaries asSecretarial Auditor to conduct the secretarial audit of the Company for the Financial Year2019-20. The Secretarial Audit Report for the financial year 2019-20 is annexed to thisreport as Annexure B.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company asrequired under the Listing Regulations is provided in a separate section and forms anintegral part of this Annual Report.

CORPORATE GOVERNANCE REPORT

In terms of the provisions of Regulation 34(3) of the SEBI (LODR) Regulations 2015the Corporate Governance Report the Management Discussion and Analysis Statement and theCertificate on the compliance of conditions of Corporate Governance form part of theAnnual Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and the SEBI (LODR) Regulations2015 the Board has carried out the evaluation of its own performance and that of itsCommittees as well as evaluation of performance of the individual directors. The manner inwhich the evaluation has been carried out has been explained in the Corporate GovernanceReport attached to this Report.

DETAILS OF DIRECTORS AND KMP : 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 director of the company.

Mr. Lokesh Patwa (DIN: 06456607) is the executive as well as whole-time director of thecompany. Mrs. Ankita Mundhra (DIN: 08227770) and Mr. Sanjay Kumar Srivastava (DIN:08202575) are the Independent directors of the company.

Key Managerial Personnel :

Mr. Krishnendu Roy (PAN: BGNPR4414D) was appointed as the Chief Financial Officer ofthe Company with effect from 14-11-2017. From there he is continuing his role as theChief Financial Officer of the company to look after the financial matters of the company.Ms. Sunita Gupta (PAN: BIQPG0067G) was appointed as the Company Secretary of the Companywith effect from 22-01-2019. From there she is continuing her role as the CompanySecretary of the company to look after the Secretarial work of the company.Simultaneously Mr. Lokesh Patwa is acting as the Whole-time Director of the Company.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors duly met on 20.04.2019; 29.05.2019; 10.07.2019; 29.08.2019;14.11.2019; 18.12.2019; 27.01.2020 and 20.03.2020. The maximum gap between two Boardmeetings was not more than one hundred and twenty days as per the Section 173(1) of theCompanies Act 2013. The details of Board meetings held during the financial yearattendance of Directors at the meetings etc. have been provided separately in the reporton corporate governance forming part of this Annual Report.

COMMITTEES OF BOARD

Pursuant to various requirements under the Act and the Listing Regulations the Boardof Directors has constituted various committees such as Audit Committee Nomination &Remuneration Committee Stakeholders Relationship Committee Risk Management Committee andSexual Harassment Committee. The details of all the above committees along withcomposition terms of reference attendance at meetings and meetings held during the yearare provided in the “Corporate Governance Repor” forming part of this AnnualReport.

DECLARATION FROM INDPENDENT DIRECTORS ON ANNUAL BASIS

Your Company has received the declarations from all the Independent Directors of yourCompany confirming that they meet the criteria of independence as prescribed under the Actas well as Regulation 16 of Listing Regulations.

Further the inclusion of an Independent Director's name in the data bank of IndianInstitute of Corporate Affairs (“IICA”) for a period of one year or five yearsor life time till they continues to hold the office of an independent director has beenextended till 30.09.2020.

MEETING OF INDEPENDENT DIRECTORS

As required under Regulation 25(3) of SEBI (Listing Obligation ad DisclosureRequirements) Regulation 2015 and Schedule IV of the Act Mrs. Ankita Mundhra and Mr.Sanjay Kumar Srivastava the Independent Directors of the Company had a separate meetingheld on 20th March 2020.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year ended31st March 2020 were on an arm's length basis and were in the ordinary courseof business. Therefore the provisions of Section 188 of the Companies Act 2013 were notattracted. Further there are no materially significant related party transactions duringthe year under review made by the Company with Promoters Directors or other designatedpersons which may have a potential conflict with the interest of the Company at large.Thus disclosure in Form AOC-2 is not required. However the disclosure of transactionswith related party for the year as per Accounting Standard-18 - Related Party Disclosuresis given in Note No. 24 to the Balance Sheet as on 31st March 2020.

PARTICULARS OF EMPLOYEES

The Company have no employee drawing a remuneration beyond the limit in terms of theprovisions of Section 197(12) of the Act read with Rules 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

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 unauthorizedaccess and Maintenance of Proper Accounting Records and Adequacy & Reliability of theinformation used for carrying on Business Operations. Further the Company has takenadequate steps to ensure proper authorization of financial transactions and to preventpossibilities of frauds or other irregularities.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDSENIOR MANAGEMENT

The Company has formulated and adopted a Nomination and Remuneration Policy inaccordance with the provisions of Act read with the Rules issued thereunder and theListing Regulations. The said Policy of the Company inter alia formulates the criteriafor appointment of Executive Non-Executive and Independent Directors on the Board ofDirectors of the Company and persons in the Senior Management of the Company theirremuneration and such other matters as provided under sub-section (3) of Section 178 ofthe Act. The policy aims to attract retain and motivate qualified people at the executiveand at the board levels and ensures that the interests of Board members & seniorexecutives are aligned with the business strategy objectives values and long-terminterests of the Company. The Policy is available on the website of the Company atwww.vmvholidays.com.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act 2013 the directors would like tostate that: a) in the preparation of the Annual Accounts for the year ended 31st March2020 the applicable accounting standards have been followed and there are no materialdepartures from the same. b) the directors have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theend of the financial year i.e. March 31 2020 and of the profit of the Company for theyear ended on that date; c) the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d) the directors have prepared the annual accounts on a ‘goingconcern' basis. e) the Directors have laid down internal financial controls to be followedby the Company and that such internal financial controls are adequate and are operatingeffectively; and f) the directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

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

The Company is committed to provide a safe and secure working environment to all itsemployees. The Company has formulated a Policy on Prevention Prohibition and Redressal ofSexual Harassment at Workplace in line with the requirements of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and rules madethereunder for Redressal of complaints received regarding sexual harassment. YourDirectors further state that during the year under review no complaints were receivedunder the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.

CORPORATE SOCIAL RESPONSIBILITY :

The Board of Directors confirms that the provisions as laid down in Section 135 of theCompanies Act 2013 and the rules made thereunder is not applicable to our Company for theFinancial Year 2019-20 and hence no disclosure is required to be given by the Board. TheCompany has not formed any Corporate Social Responsibility Committee because theprovisions of Section 135 of the Companies Act 2013 relating to formation of such aCommittee and the formulation of a Corporate Social Responsibility Policy do not apply tothe Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as prescribed under Section 134(3) of the Companies Act 2013 read withRule 8(3) of Companies (Accounts) Rules 2014 are as under :

(A) Conservation of Energy and Technology Absorption:

The Company is not carrying on any production and manufacturing activities and has notimported any technology during the year under review therefore there is nothing to reportin this regard.

(B) Foreign Exchange Earnings and Outgo :

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

Particulars As on 31st March 2020 As on 31st March 2019
Foreign Exchange Earnings NIL NIL
Foreign Exchange Outgoings:
Tour package expenses Rs. 1826043.00 Rs. 4817029.46

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors has formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177(10) of the Companies Act 2013. Theemployees are free to report any instances of unethical behavior actual or suspectedfraud violation of applicable laws and regulations violation of code of conductfinancial irregularities abuse of authority disclosure of price sensitive informationetc. The Policy provides for adequate safeguards against victimization of Directors andEmployees who avail of the mechanism and also have provided them direct access to theChairman of the Audit Committee. It is affirmed that no case was reported under thispolicy during the year. The Vigil Mechanism/ Whistle Blower Policy is available on thewebsite of the Company at www.vmvholidays.com.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has a comprehensive risk management framework that seeks to minimizeadverse impact on business objectives and ensures appropriate identification and treatmentof risks. The Company understands that risk evaluation and risk mitigation is an ongoingprocess within the organization and is fully committed to identify and mitigate the risksin the business. The identification of risks is done at strategic business andoperational levels.

The Company has formulated and implemented a risk management policy in accordance withListing Regulations to identify and monitor business risk and assist in measures tocontrol and mitigate such risks. The Company through its risk management process aims tocontain the risks within its risk appetite. There are no risks which in the opinion of theBoard threaten the existence of the Company. However some of the risks which may posechallenges are set out in the Management Discussion and Analysis which forms part of thisAnnual Report.

ACKNOWLEDGEMENTS

Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment. The enthusiasm and unstinting efforts of theemployees have enabled to remain at the forefront of the Company. The Directors would liketo thank shareholders government agencies bankers & all other business associatesfor their continued support during the year. We place on record our appreciation for thecontributions made by the employees at all levels.

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

AS ON THE FINANCIAL YEAR ENDED ON 31ST MARCH 2020

[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN L63090WB2010PLC151907
ii) Registration Date AUGUST 03 2010
iii) Name of the Company VMV HOLIDAYS LIMITED
Category / Sub-Category of the iv) Company Indian Non-Government Company
Address of the Registered Office v) and contact details 5A Sadananda Road 4th Floor Kolkata - 700026 Email: vmvholidays.sme@gmail.com
vi) Whether listed Company Name Address and contact YES Cameo Corporate Services Limited Subramanian Building 1 Club House Road
vii) details of Registrar & Transfer Agents (RTA) if any Chennai 600002
Ph- 044 28460395

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the total turnover of theCompany shall be stated:-

Sl. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the Company
1. TRAVEL AGENCY 79 100%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES:

Sl. No. Name and Address of the Company CIN/GLN Holding/ Subsidiary / Associate % of shares held Applicable Section
NIL

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Share Holding:

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

Demat Phys ical Total % of Total Share Demat Phy sic al Total % of Total Share % Change durin the year
A. Promoters
(1) Indian
(a) Individual/HUF 1898500 - 1898500 34.03% 1518500 - 1518500 27.23% (6.8)
(b) Central Govt - - - - - - - - -
(c) State Govt (s) - - - - - - - - -
(d) Bodies Corp. 2120000 - 2120000 38.00% 2120000 - 2120000 38.00% -
(e) Banks / FI - - - - - - - - -
(f) Any Other…. - - - - - - - - -
-
Sub-total (A) (1):- 4018500 Nil 4018500 72.03% 3638500 Nil 3638500 65.23% (6.8)
(2) Foreign
(a) NRIs -
Individuals - - - - - - - - -
(b) Other -
Individuals - - - - - - - - -
(c) Bodies Corp. - - - - - - - - -
(d) Banks / FI - - - - - - - - -
(e) Any Other…. - - - - - - - - -
-
Sub-total (A) (2):- Nil Nil Nil Nil Nil Nil Nil Nil Nil
Total
shareholding of 4018500 Nil 4018500 72.03% 3638500 Nil 3638500 65.23% (6.8)
Promoter (A) =
(A)(1)+(A)(2)
B. Public
Shareholding
1. Institutions
(a) Mutual Funds - - - - - - - - -
(b) Banks / FI - - - - - - - - -
(c) Central Govt - - - - - - - - -
(d) State Govt(s) - - - - - - - - -
(e) Venture Capital
Funds - - - - - - - - -
(f)Insurance - - - - - - - - -
Companies - - - - - - - - -
(g) FIIs
(h) Foreign Venture - - - - - - - - -
Capital

 

Funds - - - - - - - - -
(i) Others (specify)
Sub-total (B)(1):-
2. Non-Institutions
(a) Bodies Corp.
(i) Indian 800000 Nil 800000 14.34% 1230000 Nil 1230000 22.05% 7.71%
(ii) Overseas - - - - - - - - -
(b) Individuals
(I) Individual shareholders holding nominal share capital upto Rs. 1 lakh 60000 Nil 60000 1.07% 70000 Nil 70000 1.25% 0.18%
(ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh 700000 Nil 700000 12.56% 700000 Nil 640000 11.47% (1.09 %)
(c) Others (specify) - - - - - - - - -
Sub-total (B)(2):- 1560000 Nil 1560000 27.97% 1940000 Nil 1940000 34.77% Nil
Total Public Shareholding (B)=(B)(1)+(B)(2)
C. Shares held by Custodian for GDRs & ADRs Nil Nil Nil Nil Nil Nil Nil Nil Nil
Grand Total (A+B+C) 5578500 Nil 5578500 100% 5578500 Nil 5578500 100% Nil

(ii) Shareholding of Promoters:

Shareholding at the beginning of the year

Share holding at the end of the year

Sl. No Shareholder's Name No. of Shares % of total Shares of the Compa ny %of Shares Pledge d/ encum bered to total shares No. of Shares % of total Share s of the Comp any % of Shares Pledged / encumbere d to total shares % change In share holding during the year
1. Vikram Bajaj 778500 13.95 Nil 758500 13.60 Nil (0.35)
2. Vikram Bajaj HUF 770000 13.81 Nil 590000 10.58 Nil (3.23)
3. Vinita Bajaj 350000 6.27 Nil 170000 3.05 Nil (3.22)
4. VMV Arts Private Limited 360000 6.45 Nil 2120000 38.00 Nil 31.55

 

5. VMV Consultancy Private Limited 270000 4.84 Nil Nil Nil Nil (4.84)
6. VMV Exim Private Limited 250000 4.48 Nil Nil Nil Nil (4.48)
7. Manavi Niketan Private Limited 350000 6.27 Nil Nil Nil Nil (6.27)
8. VMV Academy Private Limited 370000 6.63 Nil Nil Nil Nil (6.63)
9. VMV Health Solution Private Limited 270000 4.84 Nil Nil Nil Nil (4.84)
10. VMV Interiors Private Limited 250000 4.48 Nil Nil Nil Nil (4.48)

(iii) Change in Promoters' Shareholding:

Sl. No. Name of Promoter

Shareholding at the beginning of the year 01.04.2019/end of the year 31.03.2020

Cumulative Shareholding during the year (01.04.2019 to 31.03.2020)

No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1. VIKRAM BAJAJ
At the beginning of the year 778500 13.95 778500 13.95
Sold as on 24/01/2020 (20000) (0.36) 758500 13.60
At the end of the year 758500 13.60 758500 13.60
2. VIKRAM BAJAJ HUF
At the beginning of the year 770000 13.80 770000 13.80
Sold as on 01/01/2020 (20000) (0.36) 750000 13.44
Sold as on 09/01/2020 (20000) (0.36) 730000 13.08
Sold as on 21/01/2020 (20000) (0.36) 710000 12.72
Sold as on 24/01/2020 (20000) (0.36) 690000 12.36
Sold as on 27/01/2020 (20000) (0.36) 670000 12.00
Sold as on 28/01/2020 (30000) (0.54) 640000 11.46
Sold as on 30/01/2020 (10000) (0.18) 630000 11.28
Sold as on 24/02/2020 (20000) (0.36) 610000 10.92
Sold as on 25/02/2020 (20000) (0.36) 590000 10.58
At the end of the year 590000 10.58 590000 10.58
3. VINITA BAJAJ
At the beginning of the year 350000 6.27 350000 6.27
Sold as on 01/01/2020 (20000) (0.36) 330000 5.92
Sold as on 09/01/2020 (30000) (0.54) 300000 5.38

 

Sold as on 24/01/2020 (20000) (0.36) 280000 5.02
Sold as on 27/01/2020 (10000) (0.18) 270000 4.84
Sold as on 28/01/2020 (20000) (0.36) 250000 4.48
Sold as on 29/01/2020 (20000) (0.36) 230000 4.12
Sold as on 30/01/2020 (20000) (0.36) 210000 3.76
Sold as on 31/01/2020 (20000) (0.36) 190000 3.41
Sold as on 24/02/2020 (10000) (0.18) 180000 3.23
Sold as on 25/02/2020 (10000) (0.18) 170000 3.05
At the end of the year 170000 3.05 170000 3.05
4. VMV ARTS PRIVATE LIMITED
At the beginning of the year 360000 6.45 360000 6.45
Addition due to Merger : 1760000 31.55 2120000 38
6 Companies were merged into
VMV ARTS PRIVATE LIMITED
vide Order of National Company
Law Tribunal (NCLT) Kolkata
Bench. The following 6 companies
were merged into VMV ARTS
PRIVATE LIMITED namely :
1. Vmv Consultancy Pvt. Limited;
2. Vmv Academy Private Limited;
3. Vmv Exim Private Limited;
4. Vmv Interiors Private Limited;
5. Vmv Health Solution Pvt. Ltd.;
6.Manavi Niketan Private Limited
At the end of the year 2120000 38 2120000 38

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):

Sl. No. Name of Promoter

Shareholding at the beginning of the year 01.04.2019/end of the year 31.03.2020

Cumulative Shareholding during the year (01.04.2019 to 31.03.2020)

No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1. ESPS FINSERVE PRIVATE LIMITED
At the beginning of the year 0 0 0 0
Purchase as on 13/12/2019 40000 0.72 40000 0.72
Purchase as on 20/12/2019 40000 0.72 80000 1.44
Purchase as on 27/12/2019 10000 0.18 90000 1.62
Purchase as on 31/12/2019 20000 0.36 110000 1.98
Purchase as on 03/01/2020 40000 0.72 150000 2.7

 

Purchase as on 17/01/2020 30000 0.54 180000 3.24
Purchase as on 24/01/2020 10000 0.18 190000 3.42
Purchase as on 31/01/2020 160000 2.87 350000 6.29
Purchase as on 07/02/2020 30000 0.54 380000 6.83
Purchase as on 14/02/2020 30000 0.54 410000 7.37
Purchase as on 28/02/2020 90000 1.61 500000 8.98
Purchase as on 06/03/2020 50000 0.89 550000 9.87
Purchase as on 13/03/2020 20000 0.36 570000 10.23
Purchase as on 20/03/2020 40000 0.71 610000 10.94
Purchase as on 27/03/2020 20000 0.35 630000 11.29
At the end of the year 630000 11.29 630000 11.29
2. IL AND FS SECURITIES SERVICES LTD
At the beginning of the year 450000 8.07 450000 8.07
At the end of the year 450000 8.07 450000 8.07
3. RAJESH RAMANLAL KAPADIA
At the beginning of the year 0 0 0 0
Purchase as on 15/11/2019 10000 0.18 10000 0.18
Purchase as on 13/12/2019 10000 0.18 20000 0.36
Purchase as on 20/12/2019 20000 0.36 40000 0.72
Sale as on 20/12/2019 (10000) (0.18) 30000 0.54
Purchase as on 27/12/2019 30000 0.54 60000 1.08
Sale as on 31/12/2019 (10000) (0.18) 50000 0.90
Sale as on 03/01/2020 (10000) (0.18) 40000 0.72
Sale as on 10/01/2020 (30000) (0.54) 10000 0.18
Purchase as on 10/01/2020 10000 0.18 20000 0.36
Sale as on 17/01/2020 (10000) (0.18) 10000 0.18
Purchase as on 24/01/2020 20000 0.36 30000 0.54
Purchase as on 31/01/2020 20000 0.36 50000 0.90
Sale as on 07/02/2020 (20000) (0.36) 30000 0.54
Sale as on 14/02/2020 (10000) (0.18) 20000 0.36
Purchase as on 21/02/2020 10000 0.18 30000 0.54
Purchase as on 28/02/2020 30000 0.54 60000 1.08
Purchase as on 06/03/2020 30000 0.54 90000 1.62
Purchase as on 13/03/2020 20000 0.36 110000 1.98
At the end of the year 110000 1.98 110000 1.98
4. RAMESH R VYAS
At the beginning of the year 0 0 0 0
Purchase as on 17/01/2020 10000 0.18 10000 0.18
Purchase as on 31/01/2020 20000 0.36 30000 0.54
Purchase as on 14/02/2020 20000 0.36 50000 0.90
Purchase as on 28/02/2020 20000 0.36 70000 1.26
Purchase as on 13/03/2020 10000 0.18 80000 1.44

 

Purchase as on 20/03/2020 10000 0.18 90000 1.62
At the end of the year 90000 1.62 90000 1.62
5. MANSI R KAPADIYA
At the beginning of the year 0 0 0 0
Purchase as on 03/01/2020 30000 0.54 30000 0.54
Purchase as on 10/01/2020 40000 0.72 70000 1.26
Purchase as on 17/01/2020 10000 0.18 80000 1.44
Purchase as on 31/01/2020 10000 0.18 90000 1.62
Sale as on 07/02/2020 (10000) (0.18) 80000 1.44
Sale as on 14/02/2020 (20000) (0.36) 60000 1.08
Purchase as on 21/02/2020 30000 0.54 90000 1.62
Sale as on 06/03/2020 (10000) (0.18) 80000 1.44
Purchase as on 20/03/2020 20000 0.36 100000 1.80
Sale as on 27/03/2020 (20000) (0.36) 80000 1.44
At the end of the year 80000 1.44 80000 1.44
6. VEENA MALHOTRA
At the beginning of the year 0 0 0 0
Purchase as on 06/12/2019 20000 0.36 20000 0.36
Purchase as on 31/12/2019 30000 0.53 50000 0.89
Purchase as on 03/01/2020 20000 0.36 70000 1.25
At the end of the year 70000 1.25 70000 1.25
7. NIKUNJ STOCK BROKERS LIMITED
At the beginning of the year 0 0 0 0
Purchase as on 03/01/2020 20000 0.36 20000 0.36
Sale as on 03/01/2020 (10000) (0.18) 10000 0.18
Purchase as on 10/01/2020 70000 1.25 80000 1.43
Sale as on 17/01/2020 (40000) (0.72) 40000 0.71
Purchase as on 24/01/2020 50000 0.90 90000 1.61
Sale as on 31/01/2020 (10000) (0.18) 80000 1.43
Purchase as on 07/02/2020 20000 0.36 100000 1.79
Purchase as on 14/02/2020 40000 0.72 140000 2.51
Sale as on 14/02/2020 (30000) (0.54) 110000 1.97
Sale as on 21/02/2020 (20000) (0.36) 90000 1.61
Sale as on 28/02/2020 (50000) (0.90) 40000 0.71
Purchase as on 28/02/2020 30000 0.54 70000 1.25
Sale as on 06/03/2020 (30000) (0.54) 40000 0.71
Purchase as on 06/03/2020 10000 0.18 50000 0.89
Sale as on 13/03/2020 (30000) (0.54) 20000 0.35
Purchase as on 13/03/2020 30000 0.54 50000 0.89
Sale as on 20/03/2020 (40000) (0.72) 10000 0.17
Purchase as on 20/03/2020 20000 0.36 30000 0.53
Purchase as on 27/03/2020 30000 0.55 60000 1.08
At the end of the year 60000 1.08 60000 1.08

 

8. PRAKASHBHAI GORDHANBHAI LATHIYA
At the beginning of the year 0 0 0 0
Purchase as on 20/03/2020 50000 0.90 50000 0.90
At the end of the year 50000 0.90 50000 0.90
9. NAMRATA KAUSHIK VYAS
At the beginning of the year 0 0 0 0
Purchase as on 21/02/2020 20000 0.36 20000 0.36
Purchase as on 06/03/2020 20000 0.36 40000 0.72
Purchase as on 13/03/2020 10000 0.18 50000 0.90
Purchase as on 20/03/2020 30000 0.54 80000 1.44
Sale as on 27/03/2020 (30000) (0.54) 50000 0.90
At the end of the year 50000 0.90 50000 0.90
10.(A) CHHAPOLIA CONSULTANCY PVT LTD
At the beginning of the year 50000 0.90 50000 0.90
Sale as on 06/03/2020 (10000) (0.18) 40000 0.72
At the end of the year 40000 0.72 40000 0.72
10.(B) RAJESH BAJORIA
At the beginning of the year 90000 1.61 90000 1.61
Sale as on 06/03/2020 (30000) (0.54) 60000 1.08
Sale as on 20/03/2020 (20000) (0.36) 40000 0.72
At the end of the year 40000 0.72 40000 0.72

(v) Shareholding of Directors and Key Managerial Personnel:

Shareholding at the beginning of the year

Cumulative Shareholding during the year

Sl. No. For Each of the Directors and KMP No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1. VIKRAM BAJAJ
At the beginning of the year 778500 13.95 778500 13.95
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc) Sold 20000 Shares as on 24.01.2020
At the end of the year 758500 13.60 758500 13.60

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount N.A. N.A. N.A. N.A.
ii) Interest due but not paid N.A. N.A. N.A. N.A.
iii) Interest accrued but not due N.A. N.A. N.A. N.A.
Total (i+ii+iii) - - - -
Change in Indebtedness during the financial year N.A. N.A. N.A. N.A.
Addition N.A. N.A. N.A. N.A.
Reduction
Net Change - - - -
Indebtedness at the end of the financial year
i) Principal Amount N.A. N.A. N.A. N.A.
ii) Interest due but not paid N.A. N.A. N.A. N.A.
iii) Interest accrued but not due N.A. N.A. N.A. N.A.
Total (i+ii+iii) - - - -

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

Sl. No. Particulars of Remuneration Name of MD/WTD/Manager LOKESH PATWA Total Amount
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 480000 480000
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 -- --
(c)Profits in lieu of salary under section 17(3) -- --
Income-tax Act 1961
2 Stock Option -- --
3 Sweat Equity -- --

 

4 Commission -- --
-as % of profit
-others specify…
5 Others please specify -- --
Total (A) 480000 480000
Ceiling as per the Act 11% of Net Profit

B. Remuneration to other directors:

Sl. No. Particulars of Remuneration

Name of Directors

ANKITA MUNDHRA SANJAY KUMAR SRIVASTAVA Total Amount
1. Independent Directors
Fee for attending board / committee meetings 26000 26000 52000
Commission -- -- --
Others please specify -- -- --
(Director's remuneration)
Total (1) 26000 26000 52000
VIKRAM BAJAJ
2.Other Non-Executive Directors
Fee for attending board / committee meetings 6000 6000
Commission -- --
Others please specify -- --
Total (2) 6000 6000
Total (B)=(1+2) 58000
Total Managerial Remuneration 538000
Overall Ceiling as per the Act 11% of Net Profit

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD:

The details of remuneration to CEO CS and CFO during the Financial Year 2019-20:

Key Managerial Personnel

Sl. No. Particulars of Remuneration CEO Company Secretary CFO Total
1 Gross salary
(a) Salary as per provision contained in section 17(1) of the Income-tax Act 1961 - 307857 245732 553589
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 - - - -

 

(c) Profits in lieu of salary under section 17(3) Income Tax Act 1961 - - - -
2 Stock Option - - - -
3 Sweat Equity - - - -
4 Commission - - - -
- as % of profit
- others specify
5 Others please specify - - - -
Total - 307857 245732 553589

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compoundin g fees imposed Authorit y [RD/ NCLT / COURT] Appeal made if any (give Details)
A. COMPANY
Penalty
Punishment “NIL”
Compounding
B. DIRECTORS
Penalty
Punishment “NIL”
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment “NIL”
Compounding

.