contentsfurther, ms. neha shukla (din: 07113516) and ms. kiran kaur walia (din: 07113515) were...

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CONTENTS

Page No.

1. Corporate Information 3

2. Notice of Annual General Meeting 4

3. Director’s Report 6

4. Extract of Annual Return (MGT- 9) 11

5. Corporate Governance Report 21

6. CFO Certification 28

7. Management Discussion and Analysis Report 29

8. Independent Auditors Report 31

9. Balance Sheet 38

10. Statement of Profit & Loss 39

11. Cash Flow Statement 40

12. Notes to Financial Statement 41

13. Proxy Form 48

14. Attendance Slip 49

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Board of Directors: Audit Committee

Mr. Vikram Bajaj, Director Neha Shukla Chairman

Mr. Lokesh Patwa, Whole Time Director Kiran Kaur Walia Member

Ms. Neha Shukla, Independent Director Lokesh Patwa Member

Ms. Kiran Kaur Walia, Independent Director

Chief Financial Officer:

Mr. Himanshu Jha

Company Secretary & Compliance Officer:

Ms. Priya Agarwal

Additional Information:

Registered Office:

#18, Giri Babu Lane, 1st Floor,

Room No. 1A, Anupam Chambers,

Kolkata- 700 012,

West Bengal, India

Tel: 033-40060699

Statutory Auditors: Banker:

M/s. P. Suman & Associates ICICI Bank

Chartered Accountant Kolkata Branch

2, Garstin Place, 22, R N Mukherjee Road,

5th Floor, Kolkata-700001 Kolkata- 700001

Registrar and Share Transfer Agent: Lead Manager:

Sharepro Services (India) Private Limited Guiness Corporate Advisors Pvt. Ltd.

13 AB, Samhita Warehousing Complex 18 Deshapriya Park Road,

Sakinaka, Mumbai- 400 072 Kolkata- 700026

Maharashtra, India Tel: +91-33-30015555

Ph: 91-22-67720300/ 67720400 Fax: +91-33-30015531

Fax: 91-22-2850892

Email:[email protected]

Stock Exchanges Where Shares of the Company are Listed:

Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400 001 Fax No. (022) 22723121/8013/8390/8307

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VMV HOLIDAYS LIMITED (CIN : U63090WB2010PLC151907)

Reg Office : 18, Giri Babu Lane, 1st Floor, Room No. 1A, Kolkata- 700012.

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY given that the Fifth Annual General Meeting of VMV HOLIDAYS LIMITED will be held on Wednesday, 30th September, 2015 at 1:00 P.M. at its Registered Office at 18, Giri Babu Lane, 1st Floor, Room No. 1A, Kolkata- 700012 to transact the following business:-

Ordinary Business:

1) To consider and adopt the Audited Accounts for the year ended March 31, 2015 and the Reports of the Auditors and Directors thereon.

2) To appoint Corporate Advisors Law Professionals LLP as the Secretarial Auditor.

3) To appoint Statutory Auditors and in that connection to consider and, if thought fit, to pass, with or without modification, the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and Rules made thereunder, M/s. P. Suman & Associates, Chartered Accountants, Kolkata, (Firm’s Regn. No. 327089E) be and are hereby appointed as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting at such remuneration and on such terms and conditions as may be fixed by the Board of Directors based on the recommendations of the Audit Committee.”

4) To appoint Mr. Lokesh Patwa (DIN : 06456607) , Whole Time Director of the Company, who retires by rotation and being eligible, seeks re-appointment.

By Order of the Board For VMV HOLIDAYS LIMITED

Sd/- Priya Agarwal

(Company Secretary) M. No.:38800

Place: Kolkata Date: September 5th, 2015

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NOTES & EXPLANATORY STATEMENT AS PER SECTION 102 OF THE COMPANIES ACT 2013: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY/ PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF/ HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. The Proxy Form, in order to be effective, should be lodged with the Company at its Registered Office not less than 48 hours before the commencement of the meeting. 2. Members / Proxies should bring the Attendance Slip duly filled in for attending the AGM. 3. Corporate Members are requested to send to the Registered Office of the Company a duly certified copy of the Board Resolution, pursuant to Section 113 of the Companies Act, 2013, authorizing their representative to attend and vote at the Annual General Meeting. 4. All documents referred to in the accompanying Notice are open for inspection at the Registered Office of the Company on all working days except Saturdays, Sundays and Holidays between 11.00 a.m. and 1.00 p.m. up to the date of the AGM. 5. The Register of Members and Share Transfer Books of the Company will remain closed from Saturday 26 September 2015 to Wednesday 30 September, 2015 (both days inclusive) for determining the entitlement of the shareholders to the final dividend for F.Y. 2014-15. 6. Members desiring any information on the Accounts of the company are requested to write to the Company at least 10 days in advance so as to enable the Company to keep the information ready. 7. Members are requested to notify immediately any change in their address to the Company. 8. Shareholders are requested to quote Registered Folio Number in all the correspondence with the Company. 9. The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date (record date) of September 25, 2015. 10. The notice of Annual General Meeting will be sent to the members, whose names appear in the register of members/ depositories as at closing hours of business, on or before September 04, 2015. A 11. The Results declared shall be placed on the Company’s website and communicated to the BSE. 12. A copy of this notice has been placed on the website of the Company. 13. A copy of the Notice of AGM along with the copy of Annual Report for F.Y. 2014-15 has been sent to shareholders at the registered address made available by the Depositories. The aforesaid documents can also be accessed on Company’s website: www.vmvholidays.com under home/ investors/ annual reports. Shareholders can also register their e-mail IDs and contact numbers with the Company by sending details to [email protected] to enable the Company to communicate to the shareholders, the information about various developments in the Company. Shareholders who wish to avail soft copies of the Notice/ Annual Report may be provided the same upon request. 14. There is no business of special nature that needs to be transacted at the ensuing Annual General Meeting.

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VMV HOLIDAYS LIMITED (CIN : U63090WB2010PLC151907)

(Previously known as VMV Holidays Pvt. Ltd.)

Reg Office : 18, Giri Babu Lane, 1st Floor, Room No. 1A, Kolkata- 700012.

Directors’ Report to the Members

Your Directors have pleasure in presenting the Fifth Annual Report on the business and operations of the Company together with the Audited Accounts of the Company for the financial year ended March 31, 2015.

FINANCIAL RESULTS: The Company’s financial performance for the year ended March 31, 2015 is summarized below:-

Amount in (Rs.)

Dividend Due to the insufficient profit of the company, your directors regret their inability to declare any dividend for the year. Reserves The company has not transferred any amount out of the profit earned to reserve account during the year under review. Listing on SME Platform Your directors are please to inform you that the securities of the company have been listed on the SME platform of BSE on 14th of July, 2015 and the company has paid listing fees for the Financial year 2014 – 15. State of Company’s affair The company has recently obtained listing status on the SME platform of Bombay Stock Exchange by making the Initial Public Offer of Rs 1,56,00,000/-. The proceeds from the issue have temporarily been invested in liquid funds.

Particulars Year ended

31st March 2015

Year ended

31st March 2014

Total Income 3,21,14,877.93 17,880,238.80

Profit Before Tax (6,34,621.06)

1,95,512.34

Less : Current Tax (706.00) 71,221.52

Less: Short provision for earlier years (3655.47) 0.00

Profit After Tax (6,38,982.53) 1,24,290.82

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With this new success the company is planning and making arrangement to expand its business not only in the domestic market but also trying to create a niche in the international market. Expansion is being implemented at various phases by which the benefits will accrue to the shareholders in the coming financial year.

The company has also made plans to enter into alliance with various tourism bodies including International Air Transport Association as well as the Domestic Tour Operators. The necessary study is being carried out for the expansion of the said business activities.

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 of the 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 or tribunals impacting the going concern status and company’s operations in future. Details of Subsidiary/Joint 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 under, M/s. P. Suman & Associates, Chartered Accountants, (Firms Registration No. 327089E), Statutory Auditors of the company, hold office till the conclusion of the ensuring annual general meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made would be within the prescribed 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 self explanatory and do not call for any further comments. The Auditors Report does not contain qualification reservation or adverse remark. Auditors’ Report The Auditor of the company has not made any qualification, reservation or adverse remark or disclaimer in his report. Extract of the Annual Return The extract of the annual return in Form MGT – 9 is annexed herewith and form part of this Board’s report.

Conservation of energy, technology absorption and foreign exchange earning & outgo

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The company is not an industrial company and therefore the details of conservation of energy, technology absorption is not applicable to the company. Foreign exchange earnings & outgo : The income & expenditure accrued/ incurred during the year are as follows : Tour package expenses : Current year : Rs : 1305483.44 (P. Y. Rs 23,76,826.94) Hotel Charges : Current year : Rs. Nil ( P.Y. : 71,582.50) Details of Directors and KMP Changes: DIRECTORS: Ms. Jasprit Kaur (DIN: 06538717)and Mr. Bikash Lath (DIN: 00484090)ceased to be Directors with effect from 26.03.2015 as well as Ms. Vinita Bajaj (DIN: 02607140) ceased to be Director with effect from 21.04.2014.Your Directors would like to record their appreciation of the services rendered by them during their tenure of office as Director of the Company. During the year under review, Mr. Lokesh Patwa (DIN: 06456607) was re-appointed as whole time director with effect from 21.03.2015 and will be liable to retire on 20.03.2018. Further, Ms. Neha Shukla (DIN: 07113516) and Ms. Kiran Kaur Walia (DIN: 07113515) were appointed as Independent Directors with effect from 26.03.2015. KEY MANAGERIAL PERSONNEL: Mr. Himanshu Jha (PAN: ALRPJ8928N) is being appointed as the Chief Financial Officer of the company with effect from 26.03.2015 to look after the financial matters of the company. Ms. Priya Agarwal (ACS: 38800) is being appointed as the Company secretary & Compliance Officer of the company with effect from 26.03.2015 for carrying out the compliance activities of the company. Number of meetings of the Board of Directors During the year 16 Board Meetings were convened and held. The dates of Board Meeting are as follows: Sl. No. Particulars Date

1. Board Meeting 21st April 2014 2. Board Meeting 28th April 2014

3. Board Meeting 24th May 2014

4. Board Meeting 19th July 2014

5. Board Meeting 28th July 2014

6. Board Meeting 29th August 2014

7. Board Meeting 15th September 2014

8. Board Meeting 30th September 2014

9. Board Meeting 21st November 2014

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10. Board Meeting 05th January 2015

11. Board Meeting 21st January 2015

12. Board Meeting 02nd February 2015

13. Board Meeting 16th February 2015

14. Board Meeting 03rd March 2015

15. Board Meeting 05th March 2015

16. Board Meeting 26th March 2015

Particulars of loans, guarantees or investments U/S 186 There have been no loans, guarantees and investments under Section 186 of the Act during the financial year 2014-15.

Particulars of contracts or arrangements with related parties The Company has entered into the following contract / arrangements with its group company in the ordinary course of business – Rent paid to VMV Arts Pvt Ltd during the F.Y. 14-15 – Rs. 168000/- Remuneration paid to Lokesh Patwa during the FY 14-15 – Rs. 240000/- Risk management policy The Board has constituted a business risk management committee which shall be responsible for framing, implementing and monitoring the risk Management plan for the company. At present the company has not identified any element of risk which may threaten the existence of the company Particulars of Employees The Company have no employee drawing a remuneration of Rs. 6,000,000( Rupees Sixty lacs) per annum or part there of in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014. Directors’ Responsibility Statement In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

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

2) That the directors have 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 i.e., March 31, 2015 and of the profit of the Company for the year ended on that date;

3) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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4) That the directors have prepared the annual accounts ongoing concern basis.

5) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

6) That the directors have devised proper system to ensure compliance with the provisions of applicable laws and such systems are adequate and operating effectively. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

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 under any scheme

save and except ESOS referred to in this Report. d) Neither the Managing Director nor the Whole-time Directors of the Company receive any

remuneration or commission from any of its subsidiaries. e) No significant or material orders were passed by the Regulators or Courts or Tribunals which

impact the going concern status and Company’s operations in future.

Acknowledgements

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

For and on behalf of the Board of Directors

Sd/-

Vikram Bajaj Director

DIN: 00553791 Place: Kolkata Date: 04.09.2015

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CORPORATE GOVERNANCE REPORT

Company's Equity shares have been listed on Bombay Stock Exchange Limited (BSE) with effect from July 14, 2015. The Company to demonstrate its commitment to highest principles of governance has chosen to present the Report on Corporate Governance along with the Directors' Report.

1. Company's philosophy on the code of Corporate Governance

The Company's philosophy on Corporate Governance is to achieve business excellence, enhance long term values for its stakeholders, maintaining excellent relations across all levels and proper compliance with all applicable legal and regulatory requirements.

2. Board of Directors

Composition: As on date of this Report, the Board comprises of four Directors. The Board of Directors of the Company (Board) has optimum combination of Executive, Non-Executive and Independent Directors.

Mr. Himanshu Jha acts as the Chief Financial Officer and Ms. Neha Shukla, Ms. Kiran Kaur Walia are Non Executive Independent Directors on the Board of the Company.

None of the Directors hold directorship in more than 15 public limited companies nor is a member of more than 10 committees or chairman of more than 5 committees across all the public limited companies if any in which they are Directors.

Board Procedure: The Directors of the Company are informed about the Agenda of the Board Meetings and Committee Meetings, containing relevant information / supporting data, as required well in advance, to enable them to take informed decisions. Statutory Auditors are also requested to attend the Board or Committee meeting as and when required. Matters discussed at Board Meeting generally relate to Company's performance, approval of related-party transactions, general notice of interest of Directors, review of the meeting of Committees of the Board and compliance with their recommendation, suggestion, compliance of any regulatory, statutory or listing requirements, etc.

The gap between any two Board Meetings did not exceed four months.

3. Committees of the Board:

Audit Committee:

The Audit Committee was formed pursuant to provisions of Section 177 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 6 of the Companies (Meeting of Board and its Powers) Rules, 2014 vide resolution passed in the meeting of the Board of Directors held on April 01, 2015.

Audit Committee comprises of 2 Non-Executive Independent Directors & 1 Executive Director. Committee reviews all matters specified in clause 52 of the Listing agreement.

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Committee Comprises of the following Directors -

Ms. Neha Shukla- Chairman (Independent Director) Ms. Kiran Kaur Walia - Member (Independent Director) Mr. Lokesh Patwa- Member (Whole- Time Director) Role of Audit Committee: 1. Review of the financial reporting system and Internal control systems ensuring correct &

credible financial statements. 2. Ensuring compliance with regulatory guide-lines. 3. Discussions on half yearly and annual financial results including major accounting entries

involving exercise of judgment by the management. 4. Representation by the Statutory auditors to the management in regard to any internal control

weakness observed by them during the course of their audit and the action taken by the management thereon.

5. Discussions with Statutory Auditors on matters related to their area of audit. 6. Review of the Risk Management framework concerning the critical operations of the Company. 7. Management Discussion and Analysis of the Company's operations. 8. Review of statement of significant related party transactions and results of operations. 9. Review of implementation of the Fraud Risk Management Policy and the Fraud Risk Assessment

Reports. 10. Recommendation for appointment of Statutory Auditors and their remuneration. 11. Appointment, removal and terms of remuneration of the Chief Financial Officer (CFO) and Chief

Internal Auditor. 12. To look into the reasons for substantial defaults in the payment to the depositors, debenture

holders, shareholders (in case of non- payment of declared dividends) and creditors. 13. The audit committee shall oversee and review the functioning vigil mechanism which shall

provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the chairperson of the Audit Committee in appropriate & exceptional cases.

14. Scrutiny of inter- corporate loans and investments. 15. Investigate any other matters referred to by the board of Directors. 16. Oversight of the Company’s financial reporting process and the disclosure of its financial

information to ensure that the financial statement is correct, sufficient and incredible.

The Audit Committee of the Company is governed by their respective Charters to SME ensure effective compliance with Clause 52 of the Listing Agreement. These charters are reviewed from time to time with a view to bring them in line with the regulatory framework.

Stakeholders Relationship Committee:

The Stakeholder Relationship Committee was formed pursuant to provisions of Section 178 and other applicable provisions, if any, of the Companies Act, 2013 vide resolution passed in the meeting of the Board of Directors held on April 01, 2015.

The Committee comprises of 2 Non-Executive Independent Directors & 1 Non Executive Director.

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Ms. Neha Shukla- Chairman (Independent Director) Ms. Kiran Kaur Walia - Member (Independent Director) Mr. Vikram Bajaj- Member (Non Executive Director) Role of Stakeholder Relationship Committee: 1. Review the existing Investors Redressal System and suggest measures for improvement. 2. Consider and resolve the grievances of the securities holders of the Company including

Complaints relating to transfer of shares, non- receipt of balance sheet, non- receipt of declared dividends, etc. and follow- up for the necessary a

3. Action taken for redressal thereof. 4. Suggest improvements in service level of investor’s relations. 5. Consider and take on record the Certificate from Practicing Company Secretary under the Listing

Agreement. 6. Consider appointment/ reappointment of Registrars and Share Transfer Agents and review terms

and conditions of their appointments, their remuneration, service charges fees etc. and review its performance.

7. Consider and take on record the reconciliation of Share Capital Audit Certificate issued by Practicing Company Secretary certifying that the aggregate number of equity shares held in depositories and in physical form tally with the total number of shares issues, listed and admitted share capital.

8. Ensure implementation and compliance of the Company’s Code of Conduct for Prohibition of Insider Trading and SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.

9. Supervise the process relating to transfer, transmission, transportation, split, consolidation of securities.

10. Reviewing on a periodic basis the approval/ refusal of transfer or transmission of shares, debentures or any other securities.

11. Issue of duplicate certificates and new certificates on split/ consolidation/ renewal. 12. Allotment and listing of shares; 13. Reference to statutory and regulatory authorities regarding investor grievances; and 14. To otherwise ensure proper and timely attendance and redressal of investor queries and

grievances; 15. Any other power specifically assigned by the Board of Directors of the Company.

The status on various complaints/ replied is reported to the Board of Directors as an Agenda

item.

Nomination and Remuneration Committee: The Nomination and Remuneration Committee was formed pursuant to provisions of Section 178 and other applicable provisions, if any, of the Companies Act, 2013 vide resolution passed in the meeting of the Board of Directors held on April 01, 2015.

The Committee comprises of 2 Non-Executive Independent Directors & 1 Non Executive Director.

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Ms. Neha Shukla- Chairman (Independent Director) Ms. Kiran Kaur Walia - Member (Independent Director) Mr. Vikram Bajaj- Member (Non Executive Director) Role of Nomination and Remuneration Committee: 1. To identify persons who are qualified to become directors and who may be appointed in senior

management in accordance with the criteria laid down recommend to the Board of Directors (Board) their appointment and removal and shall carry out evaluation of every director’s performance.

2. To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

3. To formulate the criteria for evaluation of Independent Directors and the Board. 4. To devise a policy on Board diversity. 5. To determine, review and recommend to the Board, the remuneration of the Company’s

Managing/ Joint Managing/ Deputy Managing/ Whole time/ Executive Director(s), including all elements of remuneration package.

6. To formulate, implement, supervise and administer the terms and conditions of the Employee Stock Option Scheme, Employee Stock Purchase Scheme, whether present or prospective, pursuant to the applicable statutory/ regulatory guidelines.

7. To carry out any other functions as authorized by the Board from time to time or as enforced by statutory/ regulatory authorities. I. COMPLIANCE OFFICER:

The Company Secretary is the Compliance Officer and is responsible and is required to ensure adherence to all applicable laws and regulations including the Companies Act, 2013 read with rules thereunder. She is also responsible for complying with various provisions of Securities and Exchange Board of India Regulations, Listing Agreements with Stock Exchanges, Registrar of Companies and for monitoring the share transfer process etc. II. GENERAL BODY MEETINGS:

The details of the last three Annual General Meetings (AGMs) of the Company held are furnished as under:

Financial Year Date Time Venue

4th Annual General Meeting 01 April, 2013 – 31 March, 2014

30th September, 2014

11.00 A.M

35, Ganesh Chandra Avenue, Kolkata- 700013

DETAILS OF NON-COMPLIANCE: There were no instances of non-compliance by the Company with any legal requirements nor have

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there been any strictures passed by Stock Exchanges or Securities and Exchange Board of India, on any matters relating to the any issues. CODE OF CONDUCT: The Company has adopted a Code of Ethics for Board Members and Senior Management Personnel. This code is in addition to the Company’s Code of Business Conduct, applicable to all the designated employees of the Company. A copy of the said Code of Ethics for Board Members and Senior Management Personnel is available at the Company’s website. All the members of the Board and Senior Management Personnel have affirmed compliance with the Code of Ethics for Board Members and Senior Management Personnel and the Code of Business Conduct, as on March 31, 2015. III. MEANS OF COMMUNICATION:

Website: The Company has its own web-site and all vital information relating to the Company and its performance, including reports, official press releases and presentation to analysts are posted on the web-site. The Company’s website address is “www.vmvholidays.com”. Designated e-mail Address for Investor Services: In terms of Clause 50(f) of the Listing Agreement, the designated e-mail address for investor complaints is “[email protected]”. GENERAL SHAREHOLDER INFORMATION: The particulars of the Annual General Meeting for the year ended March 31, 2015 is as under:

Date of 5th Annual General Meeting

Venue Time

Wednesday, 30th September, 2015.

18, Giri Babu Lane, 1st Floor, Room No. 1A, Kolkata- 700012

1.00 P.M.

Book Closure

26th September, 2015 30th September, 2015

Listing on Stock Exchanges and Stock Codes: The Company’s Shares are currently listed and traded on the following Stock Exchange:

S.N Name of the Stock Exchanges

Address Scrip Name, Scrip Code & Scrip ID

1 Bombay Stock Exchange Limited (BSE)

Floor 25, P J Towers, Dalal Street Mumbai - 400001

Scrip Name: VMV Holidays Limited Scrip Code: 539222

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Scrip ID: VMV

The Listing of the Company is effective from the Financial year 2015-2016. Registrars and Share Transfer Agents: All matters pertaining to Share Transfers / Transmissions are being handled by Sharepro Services (India) Private Limited, the Registrars and Share Transfer Agents. Dematerialization of shares and liquidity: Prior to IPO total no. of equity shares are 4018500, which were in dematerialized form. During IPO 15,60,000 equity shares were raised which are also in the dematerialized form. All the shares of the company are in the demat mode. Address for Correspondence: For any assistance regarding Share Transfers, Transmissions, change of address, non- receipt of dividends, duplicate / misplaced Share Certificates and other relevant matters, shareholders may write to:

Address for correspondence with Registrars and Share Transfer Agents

Sharepro Services (India) Private Limited 13 AB, Samhita Warehousing Complex, Sakinaka Telephone Exchange Lane, Off Andheri Kurla Road, Sakinaka, Mumbai- 400 072 Maharashtra, India Ph: 91-22-67720300/ 67720400 Fax: 91-22-2850892 Email:[email protected]

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AUDITORS' CERTIFICATE REGARDING COMPLIANCE WITH THE

CONDITIONS OF CORPORATE GOVERNANCE

TO THE MEMBERS OF VMV HOLIDAYS LIMITED

We have examined the compliance of the conditions of Corporate Governance procedures implemented by VMV HOLIDAYS LIMITED (previously known as VMV Holidays Pvt Ltd) for the year ended on March 31, 2015, as stipulated in Clause 52 of the Listing Agreement of the said Company with the Bombay Stock Exchange in India. The Compliance of the conditions of Corporate Governance is the responsibility of the Management. Our examination has been limited to a review of the procedures and implementations thereof, adopted by the Company for ensuring compliance with the conditions of Corporate Governance. It is neither an audit nor an expression of opinion of the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, and the representations made by the Directors and Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 52 of the above mentioned Listing Agreement. As on March 31, 2015 there were no valid investor grievance matters against the Company remaining unattended / pending for more than 30 days because on that date the company did not attended the Listing platform. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company. For P. SUMAN & ASSOCIATES Firm Registration Number-327089E Chartered Accountants Sd/- (Rajendra Singh) Parter Membership No.: 055960 Place: Kolkata Date: 04.09.2015

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CERTIFICATE BY CHIEF FINANCIAL OFFICER

The Board of Directors

VMV Holidays Limited (Previously known as VMV Holidays Pvt Ltd) 18, Giri Babu Lane, 1st Floor, Room No. 1A, KOLKATA- 700012 West Bengal, India

We have reviewed the financial statements and the cash flow statement of the Company for the financial year ended on 31st March, 2015 and to the best of our knowledge and belief, we certify that- 1. The Statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; that the Statements together present a true and fair view of the company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations. 2. There are no fradulent or illegal transactions. 3. For the purposes of financial reporting, we accept the responsibility for establishing and maintaining the internal controls which are monitored by the Company’s Internal Audit Team and have evaluated based on feedbacks received from the Company’s Internal Audit Team, the effectiveness of the internal control systems of the company pertaining to financial reporting and have reported to the Auditors and the Audit Committee, the deficiencies, if any, in the operation and design of such internal controls. 4. We have indicated to the Auditors and the Audit Committee: (i) significant changes, if any in the internal control over financial reporting during the year; (ii) significant changes, if any in accounting policies made during the year and the same have been disclosed in the notes to the financial statements; and (iii) instances of significant fraud, if any of which we have become aware and the involvement therein, if any of the management or an employee having a significant role in the Company’s internal control system over financial reporting. Place: Kolkata Sd/-

Himanshu Jha Date: 04.09.2015 (Chief Financial Officer)

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MANAGEMENT DISCUSSION AND ANALYSIS REPORT

1. Description of our Business and Operations

VMV Holidays Limited (Previously known as VMV Holidays Pvt Ltd) was established under the Companies Act, 1956 on August 03, 2010 having its registered office in the state of West Bengal.

The Company is prominently engaged in tours and travels activities. It is engaged in providing air ticketing services, hotel booking, car booking, tour package as well as other services. The Company has no restrictions regarding its working and it the domain of its operations lays in the whole world. The basis of clientele is from India as well as the whole world.

Our Company is prominently engaged in providing facilities of air ticketing, hotel booking and car rental. Gradually, the Company has expanded its business domain and focusing on newer horizons to increase the market area.

2. Opportunities and Threats

We operate in an industry which faces intense competition from established as well as unorganized players. Our competition depends on several factors which includes customer service, price offered and most importantly timeline for competition. Achieving customer’s satisfaction and offering them the best quotes provide us an edge over our competitors.

3. Industry

Tourism Industry has become one of the most dynamic industries of the economy. Presently, the industry is flooded with too much competition from all sectors. The industry is getting all types of deals and the system of travelling has become quite affordable. The demand for travelling has seen a vast change in recent times. Previously it was luxury but now it has become a necessity. So the business is flourishing day by day.

4. Risks and Concern

We are dependent on our suppliers for our market rates and any issues on their side affects our ability to deliver our services to the customers. The Company tries its best to meet with the requirements of the customer by providing them with the best itineraries from time to time in the prevailing market conditions.

5. Internal Control System and their Adequacy

The Company has a proper and adequate system of internal control commensurate with its size and business operation to ensure timely and accurate financial reporting in accordance with applicable accounting standards and compliance with all applicable regulatory laws and Company policies.

30

Internal Auditors of the Company review the internal control systems on a regular basis for its effectiveness and necessary changes and suggestions are duly incorporated into the system. Internal audit reports are also reviewed by the Audit Committee of the Board.

6. Financial Performance

Share Capital

The Paid up Share Capital of the Company as on 31st March, 2015 stands at Rs. 4,01,85,000 divided into 40,18,500 equity shares of Rs. 10/- each fully paid up. The Reserves and Surplus is Rs. (5,08,333.27) as on the end of the Current year. Total Income During the year under consideration, total income was Rs. 3,21,14,877.93/- 7. Human Resources The Company has a healthy mix of senior and junior team members which creates a good skilled and trained work force working towards success of the Company. For constant skill and knowledge upgradation the Company imparts training to all the employees based on individual needs and also encourages them to attend external seminar and workshops.

By Order of the Board For VMV Holidays Limited Sd/- Vikram Bajaj Director DIN: 00553791 Date: 04.09.2015 Place: Kolkata

P.SUMAN & ASSOCIATES 2, GARSTIN PLACE, 5TH FLOOR

Chartered Accountants KOLKATA 700 001 PHONE: 2243 4659/4660

E-MAIL:[email protected]

31

INDEPENDENT AUDITOR'S REPORT TO THE SHAREHOLDERS

Report on the Financial Statements

We have audited the accompanying financial statements of VMV HOLIDAYS LIMITED (“the

Company”), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and

Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting

policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Sec 134(5) of the

Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that

give a true and fair view of the financial position, financial performance and cash flows of the

Company in accordance with the accounting principles generally accepted in India, including the

Accounting Standards specified under section 133 of the Act read with Rule 7 of the Companies

(Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records

in accordance with the provisions of the Act for safeguarding the assets of the Company and for

preventing and detecting frauds and other irregularities; selection and application of appropriate

accounting policies; making judgments and estimates that are reasonable and prudent; and design,

implementation and maintenance of adequate internal financial controls that were operating

effectively for ensuring the accuracy and completeness of the accounting records, relevant to the

preparation and presentation of the financial statements that give a true and fair view and are free

from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and

matters which are required to be included in the audit report under the provisions of the Act and the

rules made thereunder.




32

We conducted our audit in accordance with the Standards on Auditing specified under section

143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and

perform the audit to obtain reasonable assurance about whether the financial statements are free

from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and

disclosures in the financial statements. The procedures selected depend on the auditor’s judgment,

including the assessment of the risks of material misstatement of the financial statements, whether

due to fraud or error. In making those risk assessments; the auditor considers internal financial

control relevant to the Company’s preparation of the financial statements that give true and fair

view in order to design audit procedures that are appropriate in the circumstances, but not for the

purpose of expressing an opinion on whether the Company has in place an adequate internal

financial controls system over financial reporting and the operating effectiveness of such controls.

An audit also includes evaluating the appropriateness of the accounting policies used and the

reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating

the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the

financial statements give the information required by the Act in the manner so required and give a

true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2015;

(b) in the case of the statement of Profit and Loss, of the loss for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.




33

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the

Central Government of India in terms of sub-section (11) of section 143 of the Companies Act,

2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the

Order.

2. As required by section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company

so far as it appears from our examination of those books;

(c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this

report are in agreement with the books of account;

(d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement

comply with the Accounting Standards referred to in Section 133 of the Companies Act, 2013,

read with rule 7 of the Companies (Accounts) Rules, 2014.

(e) on the basis of written representations received from the directors as on 31st March 2015, and

taken on record by the Board of Directors, none of the directors is disqualified as on 31st

March 2015, from being appointed as a director in terms of sub-section (2) of section 164 of

the Companies Act, 2013.




34

(f) with respect to the other matters included in the Auditor’s Report in accordance with Rule

11 of the Companies(Audit and Auditors) Rules, 2015, in our opinion and to the best of our

information and according to the explanation given to us:

i) The Company has disclosed the impact of pending litigations on its financial

positions in its financial statements.

ii) The Company has made provisions, as required under the applicable law or

Accounting Standards, for material foreseeable losses, if any, on long term contracts

including derivative contracts.

iii) There were no amounts which were required to be transferred to the Investor

Education and Protection Fund by the Company.

For P.Suman & Associates Chartered Accountants Firm’s Registration No.327089E Sd/- (Rajendra Singh) Place: Kolkata Partner Dated: 04.09.15 Membership Number: 055960




35

ANNEXURE TO THE AUDITOR'S REPORT (Referred to in paragraph 1 of our report of even date)

i) a) The Company has maintained proper records showing full particulars,

including quantitative details and situation of fixed assets.

b) Fixed assets have been physically verified by the Management at reasonable

intervals. According to the information and explanation given to us, no

material discrepancies were noticed on such verification.

ii) The company does not possess any inventories during the year.

iii) As per the information and explanation given to us, the company has not granted any

loans, secured or unsecured to Companies, firms or other parties, covered in the

register maintained under section 189 of the Companies Act, 2013. Therefore, sub-

clause (a), (b) of clause (iii) of Paragraph 3 of the order are not applicable.

iv) In our opinion and according to the information and explanations given to us, there is

adequate internal control system commensurate with the size of the Company and

nature of its business, for the purchase of inventories, fixed asset and for the sale of

goods and services. During the course of our audit, we have not observed any major

weakness in internal control system.

v) The Company has not accepted any deposit from the public as stipulated under the

provisions of section 73 to 76 or any other relevant provisions of the Companies Act,

2013 and the Rules framed there under and the directives issued by the Reserve Bank

of India.




36

vi) In our opinion, maintenance of cost records pursuant to the Companies (Cost

Records and audit) Rules, 2014 prescribed by the Central Government under Section

148(1) of the Companies Act, 2013 are not applicable to the company.

vii) a) In our opinion and according to the information and explanations given to us,

Company is generally been regular in depositing with appropriate authorities

undisputed statutory dues, as required under this clause and applicable to the

Company during the year. There is no undisputed amount payable in respect

of aforesaid statutory dues, outstanding for more than six months from the

date they become payable as on 31st March, 2015.

b) According to the information and explanations given to us, there are no

statutory dues that have not been deposited with the appropriate authorities

on account of any dispute.

c) According to the information and explanations given to us, there were no

amounts which were required to be transferred to the Investor Education and

Protection Fund by the Company.

viii) The Company does not have any accumulated losses at the end of the financial year

and has not incurred any cash losses during the financial year covered by our audit

and in the immediately preceding financial year.

ix) Based on our audit procedure and on the basis of information and explanations given

by the management, the Company has not defaulted in repayment of dues to

financial institutions or banks. The Company has not issued any debentures.

x) According to the information and explanations given to us, the company has not

given any guarantee for loans taken by others from banks or financial institutions.




37

xi) To the best of our knowledge and belief and according to the information and

explanations given to us, term loans were applied for the purpose for which these

were obtained.

xii) In our opinion and according to information and explanations given to us, no fraud

on or by the Company has been noticed or reported during the course of our audit.

For P.Suman & Associates Chartered Accountants Firm’s Registration No.327089E Sd/- (Rajendra Singh) Place: Kolkata Partner Dated: 04.09.15 Membership Number: 055960

(Amount in Rs.)AS AT AS AT

NOTES 31ST MARCH, 2015 31ST MARCH, 2014EQUITY AND LIABILITIES

Shareholders FundShare Capital 1 4,01,85,000.00 4,01,85,000.00 Reserve & Surplus 2 (5,08,333.27) 1,30,649.25

Non-Current LiabilitiesDeferred Tax Liabilities (Net) 3 7,352.00 6,646.00

Current LiabilitiesTrade Payables 4 1,76,999.00 81,919.00 Other Current Liabilities 5 22,85,204.87 19,42,569.16 Short Term Provisions 6 - 89,072.00

Total 4,21,46,222.60 4,24,35,855.41

ASSETS

Non-Current AssetsFixed Assets 7 a)Tangible Assets 1,21,393.39 83,099.01 b) Intangible Assets 35,031.20 49,846.80

Current AssetsTrade Receivables 8 2,63,705.43 6,70,924.00 Cash & Bank Balances 9 5,30,205.76 1,08,65,845.08 Short Term Loans & Advances 10 4,11,95,886.82 3,05,62,340.52 Other Current Assets 11 - 2,03,800.00

Total 4,21,46,222.60 4,24,35,855.41

Significant Accounting Policies 22

As per our report of even date

For P.Suman & AssociatesFirm Registration Number-327089EChartered Accountants

Sd/-(Rajendra Singh) Sd/- Sd/-Partner Vikram Bajaj Lokesh PatwaMembership Number 055960 (DIN : 00553791) (DIN : 06456607)Place: KolkataDate: 04th September, 2015

Sd/- Sd/-Himanshu Jha Priya Agarwal

(Chief Financial Officer) (Company Secretary)

38

VMV HOLIDAYS LIMITED

BALANCE SHEET AS AT 31ST MARCH, 2015

For and on behalf of Board

The accompanying Notes of Accounts are an integral part offinancial statements.

(Formerly Known as VMV Holidays Private Limited)

(Amount in Rs.)For the Year For the Year

NOTES 2014 - 2015 2013 - 2014PARTICULARS

INCOMERevenue from Operation 12 2,79,10,454.98 1,76,56,676.80 Other Income 13 42,04,422.95 2,23,562.00

Total Revenue 3,21,14,877.93 1,78,80,238.80

EXPENSESEmployee Benefits Expense 14 9,30,900.00 2,22,650.00 Other Expenses 15 3,17,70,477.76 1,74,26,571.79 Depreciation & Amortization Expenses 7 48,121.23 35,504.67

Total Expenses 3,27,49,498.99 1,76,84,726.46

Profit/(Loss) Before Tax (6,34,621.06) 1,95,512.34 Tax Expense:Current Tax - (71,342.00) Deferred Tax (706.00) 120.48 Short Provision for Earlier Years (3,655.47)

Profit/(Loss) for the Period (6,38,982.53) 1,24,290.82

Earning Per equity Share-Basic & Diluted 16 (0.16) 5.69

Face Value Per Share (In Rs.) 10.00 10.00

Significant Accounting Policies 22


For P.Suman & Associates For and on behalf of Board

Chartered Accountants

Sd/- Sd/- Sd/-(Rajendra Singh) Vikram Bajaj Lokesh PatwaPartner (DIN : 00553791) (DIN : 06456607)

Place: Kolkata

Sd/- Sd/-Himanshu Jha Priya Agarwal

(Chief Financial Officer) (Company Secretary)

Firm Registration Number-327089E


Date: 04th September, 2015

Membership Number 055960

39

The accompanying Notes of Accounts are an integral part offinancial statements.

STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2015(Formerly Known as VMV Holidays Private Limited)

YEAR ENDED ON YEAR ENDED ON31ST MARCH, 2015 31ST MARCH, 2014

Rs. P. Rs. P.1 CASH FLOW FROM OPERATING ACTIVITIES

Net Profit Before Tax (6,34,621.06) 1,95,512.34 Addition:Depreciation 48,121.23 35,504.67 Interest Received (41,98,602.00) (2,21,431.00) Expenditure related to earlier years (3,655.47) - Preliminary Expenses W/O 2,03,800.00 53,200.00 Cash Flow from Operating Activities before Working Capital changes (45,84,957.29) 62,786.01 Adjustments:Trade Receivable 4,07,218.57 (6,70,924.00) Short Term Loans & Advances (1,06,33,546.30) (3,03,48,635.29) Other Current Assets - (2,51,000.00) Trade Payables 95,080.00 81,919.00 Other Current Liabilities 3,42,635.71 9,67,460.16

Cash Generated From Operation (1,43,73,569.31) (3,01,58,394.12) Txes Paid (89,072.00) (15,574.00) Cash Flow from Operating Activities (1,44,62,641.31) (3,01,73,968.12)

2 CASH FLOW FROM INVESTING ACTIVITIESIncrease/Decrease in Fixed Assets & Capital WIP (71,600.00) (74,783.00) Interest Received 41,98,602.00 2,21,431.00

Net Cash Flow from Investing Activities 41,27,002.00 1,46,648.00

3 CASH FLOW FROM FINANCING ACTIVITIESIncrease in Share Capital - 4,00,15,000.00

Net Cash Flow from Financing Activities - 4,00,15,000.00

NET CHANGE IN CASH & CASH EQUIVALENT (1,03,35,639.31) 99,87,679.88 Opening Balance of Cash & Cash Equivalent 1,08,65,845.07 8,78,165.20

CLOSING BALANCE OF CASH & CASH EQUIVALENT 5,30,205.76 1,08,65,845.07 As per our Report of even date

For P.Suman & Associates For and on behalf of BoardFirm Registration Number-327089EChartered Accountants

Sd/-(Rajendra Singh) Sd/- Sd/-Partner Vikram Bajaj Lokesh PatwaMembership Number 055960 (DIN : 00553791) (DIN : 06456607)Place: KolkataDate: 04th September, 2015

Sd/-Himanshu Jha

(Chief Financial Officer)

40


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2015

PARTICULARS


(Company Secretary)Priya Agarwal

Sd/-


NOTE - 1 31ST MARCH, 2015 31ST MARCH, 2014

SHARE CAPITALAuthorised Shares:62,00,000 (P.Y:40,20,000) Equity Shares of Rs.10/-each 6,20,00,000.00 4,02,00,000.00

Issued, Subscribed & fully Paid - up Shares40,18,500 (P.Y:40,18,500) Equity Shares of Rs.10/-each 4,01,85,000.00 4,01,85,000.00

4,01,85,000.00 4,01,85,000.00 a) Terms/rights attached to equity shares.

b) Details of shareholders holding more than 5% shares in the company

No. of Shares % Holding No. of Shares % HoldingEquity Shares of Rs.10 each fully paid upVikram Bajaj 7,78,500 19.37 6,08,500 15.14 Vinita Bajaj 3,50,000 8.71 2,50,000 6.22 Manavi Niketan Pvt Ltd 3,50,000 8.71 2,50,000 6.22 Vikram Bajaj(HUF) 7,70,000 19.16 6,00,000 14.93 VMV Academy Pvt Ltd 3,70,000 9.21 2,70,000 6.72 VMV Arts Pvt Ltd 3,60,000 8.96 10,00,000 24.88 VMV Consultancy Pvt Ltd 2,70,000 6.72 2,70,000 6.72 VMV Exim Pvt Ltd 2,50,000 6.22 2,50,000 6.22 VMV Health Solution Pvt Ltd 2,70,000 6.72 2,70,000 6.72 VMV Interiors Pvt Ltd 2,50,000 6.22 2,50,000 6.22

c)

d) The reconciliation of the number of shares outstanding is set out below:AS AT AS AT

31ST MARCH, 2015 31ST MARCH, 2014No. of Shares No. of Shares

Equity Shares at the beginning of the year 40,18,500 10,000 Add:Bonus Share Issued - 7,000 Add:Fresh share Issued - 40,01,500

40,18,500 40,18,500

Particulars

41


Notes to Financial Statements for the year ended 31st March, 2015

AS AT


7,000 Shares out of the issued, subscribed and paid up share capital were alloted as Bonus Shares in theFinancial Year 2013-14 by capitalisation of Profit & Loss Account.

The company has only one class of equity shares having a par value of Rs. 10 per share. Each holder ofequity shares is entitled to one vote per share.The dividend proposed by the Board of Directors is subject tothe approval of the shareholders except in the case of interim dividend. In the event of liquidation, the holdersof equity shares will be entitled to receive remaining assets of the company, after distribution of allpreferential amount in proportion of their shareholding.

31ST MARCH, 2015 31ST MARCH, 2014AS AT

NOTE - 2 (Amount in Rs.)AS AT AS AT

RESERVES & SURPLUS 31ST MARCH, 2015 31ST MARCH, 2014

Profit & Loss AccountBalance as per last financial statement 1,30,649.26 76,358.43 Profit/(Loss) for the year (6,38,982.53) 1,24,290.82 Less:Bonus share Issue - (70,000.00)

(5,08,333.27) 1,30,649.25 NOTE - 3

DEFERRED TAX LIABILITIES(NET)Deferred Tax Assets

Related to Fixed Assets 7,352.00 6,646.00

7,352.00 6,646.00 NOTE - 4

TRADE PAYABLESTrade Payables (including acceptance)

From Related Parties - - From Others 1,76,999.00 81,919.00

1,76,999.00 81,919.00 NOTE - 5

OTHER CURRENT LIABILITIESStatutory Dues - 1,703.00 Other Advances

From Related Parties - - From Others 20,00,000.00 19,07,664.00

Sundry Creditors for Expenses & Others 2,85,204.87 33,202.16

22,85,204.87 19,42,569.16 NOTE - 6

SHORT TERM PROVISIONSProvision for Taxation - 89,072.00

- 89,072.00

VMV HOLIDAYS LIMITED(Formerly Known as VMV Holidays Private Limited)


42


31ST MARCH, 2015 31ST MARCH, 2014NOTE - 8

TRADE RECEIVABLES(Unsecured considered good)Over Six Months - - Others 2,63,705.43 6,70,924.00

2,63,705.43 6,70,924.00 NOTE - 9

CASH & BANK BALANCESCash & Cash EquivalentsBalances with bank:

On Current Accounts 4,22,645.76 1,06,67,944.29 On Fixed Deposits Accounts 22,742.00 32,635.00

Cash in hand 84,818.00 1,65,265.79

5,30,205.76 1,08,65,845.08 NOTE - 10

SHORT TERM LOANS AND ADVANCES(Unsecured considered good)Loans

To Related Parties - - To Others 3,95,16,844.00 3,01,65,624.00

Advance Recoverable in Cash or KindTo Related Parties - - To Others 12,69,964.14 3,33,523.05

Other Loans and Advances Income Tax Paid 4,09,078.68 63,193.47

4,11,95,886.82 3,05,62,340.52

NOTE - 11

OTHER CURRENT ASSETS

Prelimenary Expenses - 2,03,800.00

- 2,03,800.00

43

Notes to Financial Statements for the year ended 31st March, 2015(Formerly Known as VMV Holidays Private Limited)


(Amount in Rs.)NOTE - 12 For the Year For the Year

2014 - 2015 2013 - 2014REVENUE FROM OPERATIONS

Gross Receipts from Tours & Travel Services 27,187,048.25 17,365,274.71 Incentives 444,970.06 102,481.09 Commission,Incentive & Discount Received 126,207.40 188,921.00 Cancellation Charges(Net) 152,229.27 -

27,910,454.98 17,656,676.80 NOTE - 13OTHER INCOME

Interest income onFixed Deposits 280.00 11,788.00 Loan 4,198,322.00 209,643.00

Other Receipts 5,820.95 2,131.00 4,204,422.95 223,562.00

NOTE - 14EMPLOYEE BENEFITS EXPENSE

Salaries & Wages 930,900.00 222,650.00

930,900.00 222,650.00 NOTE - 15

OTHER EXPENSESOperating ExpensesCost of Air Ticket 16,133,946.20 10,513,228.00 Car Rental Charges 1,219,029.00 634,076.00 Hotel Charges 5,462,853.20 2,071,327.50 Cruise Hire Charges - 170,288.00 Tour Package Expenses 2,971,947.76 3,065,384.94 Cost of Rail Ticket - 43,653.41 Others 55,181.00 25,548.00

25,842,957.16 16,523,505.85 Establishment ExpensesPayment to Auditor (Refer details below) 15,000.00 15,000.00 Accounting charge 29,800.00 85,000.00 Advertisement & Subscription 15,188.00 17,000.00 Business Promotion Expenses 209,172.52 - Electricity Expenses 37,280.00 19,610.00 General Expenses 11,468.05 76,979.61 Office Expenses 37,103.00 42,581.00 Rates & Taxes 13,900.00 13,450.00 Repair & Maintenance

To others 95,516.00 72,989.00 IPO Expenses 231,462.00 - Rent 168,000.00 168,000.00 Telephone & Mobile Expenses 54,546.29 36,497.15 Loss on Sale of Share 4,397,500.00 - Trademark Expenses 57,000.00 - Misc. Expenses 554,584.74 355,959.18

5,927,520.60 903,065.94 31,770,477.76 17,426,571.79

44


Notes to Financial Statements for the year ended 31st March, 2015(Formerly Known as VMV Holidays Private Limited)

NOTE - 15(Contt…) For the Year For the YearPayment to Auditor 2014 - 2015 2013 - 2014

As Auditor (Including Service Tax)

Statutory Audit Fee 10,000.00 10,000.00 Tax Audit Fee 5,000.00 5,000.00

15,000.00 15,000.00

NOTE - 16

EARNINGS PER SHARE(EPS)(638,982.53) 124,290.82

4018500 21845

Basic & Diluted Earning Per Share (0.16) 5.69

NOTE - 17

NOTE - 18

NOTE - 19

NOTE - 20

NOTE - 21

(Amount in Rs.)For the Year For the Year2014 - 2015 2013 - 2014

Particulars1,305,483.44 2,376,826.94

Hotel charges - 71,582.50

1,305,483.44 2,448,409.44 NOTE - 22

SIGNIFICANT ACCOUNTING POLICIES

a) Basis of Preparation of Financial Statements

As per information available with the Company, there are no suppliers covered under Micro, Small &Medium Enterprises Development Act,2006. As a result, no interest provision/payment have been made bythe Company to such creditors, if any, and no disclosure thereof is made in this account.

45

The financial statements of the company have been prepared in accordance with generally acceptedaccounting principles in India (Indian GAAP). The company has prepared these financial statements tocomply in all material respects with the accounting standards notified under Section 133 of theCompanies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevantprovisions of the Companies Act, 2013 (”the 2013 Act”)/Companies Act, 1956 (“the Act 1956”), asapplicable. These financial statements have been prepared on an accrual basis and under the historicalcost conventions.


Net profit/(loss) after tax as per statement of Profit and Loss

Weighted average number of equity shares used asdenominator for calculating EPS

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

Tour package expenses

(Formerly Known as VMV Holidays Private Limited)Notes to Financial Statements for the year ended 31st March, 2015

Previous year figures have been reclassified to conform to this year classification wherever considerednecessary.

Balance of some of the sundry debtors, sundry creditors, loans & advances are subject to confirmationfrom the respective parties.

The Company has assessed its fixed assets for impairment at the end of the year and concluded that there has been no significant impaired fixed assets that needs to be recognised in the books of accounts.

NOTE - 22 (Contt..)b) Use of Estimates

c) Revenue Recognition

d) Fixed Assets

e) Depreciation and Amortizationi)

ii)

f) Earning Per Share

g) Taxation

h) Provision & Contingent Liability


Sd/- Sd/-Sd/- Vikram Bajaj Lokesh Patwa

(DIN : 00553791) (DIN : 06456607)(Rajendra Singh)Partner Sd/- Sd/-

Himanshu Jha Priya AgarwalPlace: Kolkata (Chief Financial Officer) (Company Secretary)

46Date: 04th September, 2015


For P.Suman & AssociatesFirm Registration Number-327089E

The preparation of financial statements in confirmity with generally accepted accounting principlesrequires estimates and assumptions to be made that affect the reported amount of assets and liabilitieson the date of the financial statements and the reported amount of revenue and expenses during thereporting period. Differences between actual results and estmates are recognised in the period in whichthe results are known / materialised.

Outstanding balances of Preliminary expenses & Merger expenses has been amortised during the year.

In respect of fixed assets (other than freehold land and capital work-in-progress) acquired duringthe year, depreciation/ amortisation is charged on a straight line basis so as to write off the cost ofthe assets over the useful lives and for the assets acquired prior to 1 April, 2014, the carryingamount as on 1 April, 2014 is depreciated over the remaining useful life in terms of the provisions of Schedule II of the Companies Act, 2013.

Revenue is recognised upon rendering of service provided collectability is reasonably certain.Reevenuecomprises sale of airline ticket, Rail ticket, arrangement for cruise service and other allied servicesrelating to travel agency, including management and operating fees.

VMV HOLIDAYS LIMITED(Formerly Known as VMV Holidays Private Limited)

Membership Number 055960

Fixed Assets are stated at cost of acquisition/installation less accumulated depreciation. The cost ofassets comprises of purchase price and directly attributable cost of bringing the assets to workingcondition for its intended use.

Provision for current tax is made after taking in to consideration benefits admissible under theprovisions of the Income Tax Act, 1961, Deferred tax resulting from "timing difference" between taxableand accounting income is accounted for using the tax rates and law that are enacted or substantivelyenected as on the balance sheet date. Deferred tax assets is recognised and carried forward only to theextent that there is virtual certainty that the assets will be realised in future.

For and on behalf of Board

A provision is recognized when there is a present obligation as a result of past event, that probablyrequires an outflow of resources and a reliable estmate can be made to settle the amount ofobligation.These are reviewed at each year end and adjusted to reflect the best current estmates.Contingent liabilities are not recognised but disclosed in the financial statements.

Basic and Diluted Earnings per shares are calculated by dividing the net profit attributable to theordinary shareholders by the weighted average number of ordinary shares outstanding during the year.

Chartered Accountants

NOTE-7

PARTICULARS G R O S S B L O C K D E P R E C I A T I O N N E T B L O C K

As At 01/04/14

Addition during the

year

sales/tran during the

year As at 31-03-2015 Upto 31-03-2014During the

PeriodSales during

the year Up 31-03-2015As at 31-03-

2015 As at 31-3-2014Tangible Assets(A)

Computer Software 32,491.00 - - 32,491.00 18,337.38 2,903.56 - 21,240.95 11,250.05 14,153.62 Camera 12,636.00 - 12,636.00 481.55 2,439.54 - 2,921.09 9,714.91 12,154.45 Computers 23,868.00 49,000.00 - 72,868.00 12,937.11 14,877.87 - 27,814.98 45,053.02 10,930.89 EPBAX Syaytem 35,147.00 - 35,147.00 1,509.63 6,799.74 - 8,309.37 26,837.63 33,637.37 Mobile Phones 16,100.00 22,600.00 - 38,700.00 3,877.31 6,284.92 - 10,162.23 28,537.77 12,222.69

Total Rs. 1,20,242.00 71,600.00 - 1,91,842.00 37,142.99 33,305.63 - 70,448.62 1,21,393.39 83,099.01 Previous Year 72,459.00 47,783.00 - 1,20,242.00 16,453.92 20,689.07 - 37,142.99 83,099.01 56,005.08

Intengible Assets(B)Trade Mark 74,078.00 - 74,078.00 24,231.20 14,815.60 - 39,046.80 35,031.20 49,846.80

Total Rs. 74,078.00 - - 74,078.00 24,231.20 14,815.60 - 39,046.80 35,031.20 49,846.80

Previous Year 47,078.00 27,000.00 - 74,078.00 9,415.60 14,815.60 - 24,231.20 49,846.80 37,662.40

(Formerly Known as VMV Holidays Private Limited)VMV HOLIDAYS LIMITED

FIXED ASSETS AS AT 31ST MARCH 2015

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PROXY FORM

Form No. MGT- 11

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014] CIN: U63090WB2010PLC151907 Name of the Company: VMV Holidays Limited (Previously known as VMV Holidays Pvt Ltd) Registered Office: 18, Giri Babu Lane, 1st Floor, Room No. 1A, Anupam Chambers, Kolkata- 700012 Name of the Member(s): Registered Address: E-mail ID: Folio No./ Client ID: DP ID: I/We being the member(s) of______________, shares of the above named company, hereby appoint 1. Name: _____________________________________________________________ Address: ______________________________________________________________ E-mail ID: ____________________________________________________________ Signature: ___________________________________, or failing him/her 2. Name: _____________________________________________________________ Address: ______________________________________________________________ E-mail ID: ____________________________________________________________ Signature: ___________________________________, or failing him/her 3. Name: _____________________________________________________________ Address: ______________________________________________________________ E-mail ID: ____________________________________________________________ Signature: ___________________________________, or failing him/her as my / our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Fifth Annual General Meeting of the Company to be held on Wednesday, September 30, 2015, at 1.00 p.m. at 18, Giri Babu Lane, 1st Floor, Room No. 1A, Kolkata- 700012 and at any adjournment thereof in respect of such resolutions as are indicated below: Resolution No.: 1. To receive, consider and adopt the Balance Sheet as at March 31, 2015 and the Profit and Loss Account for the year ended on that date together with the Reports of the Directors and Auditors thereon. 2. To appoint Corporate Advisors Law Professionals LLP as the Secretarial Auditor. 3. Appointment of Statutory Auditors of the Company and authorize the Board of Directors to fix their remuneration. 4. To appoint Mr. Lokesh Patwa (DIN : 06456607) , Whole Time Director of the Company, who retires by rotation and being eligible, seeks re-appointment Signed this_________________ day of ________________2015 Signature of Shareholder _____________________________ Signature of Proxy holder(s) __________________________ This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

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VMV HOLIDAYS LIMITED CIN: U63090WB2010PLC151907

(Previously known as VMV Holidays Pvt Ltd)

Registered Office: 18, Giri Babu Lane, 1st Floor, Room No. 1, Kolkata- 700012.

ATTENDANCE SLIP Regd. Folio/DPID & Client ID Name and Address of the shareholder Joint holder(s) No. of shares held

1) I hereby record my presence at the Fifth ANNUAL GENERAL MEETING of the Company being held on Wednesday, September 30, 2015, at 11.00 a.m. at 18, Giri Babu Lane, 1st Floor, Room No. 1A, Kolkata- 700012. 2) Signature of the Shareholder / Proxy Present 3) Shareholder / Proxy holder wishing to attend the meeting must bring the Attendance Slip, duly signed, to the meeting and hand it over at the entrance. 4) Shareholder / Proxy holder desiring to attend the meeting may bring his/ her copy of the Annual Report for reference at the meeting.

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contentsfurther, ms. neha shukla (din: 07113516) and ms. kiran kaur walia (din: 07113515) were...

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