vmv 1-idlidays · rule 20 of the companies (management and administration) rules, 2014 (as...
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To,
® vmv 1-IDLIDAYS
Corporate Compliance Department, BSE Limited, Phi roze Jeejeebhoy Towers, Dalal Street, Mumbai- 400 001 ([email protected]; [email protected])
Dear Sir / Madam,
SA, Sadananda Road, 4th Floor, Gajraj Signature, Kolkata-700026 Phone : +91 33 4006 0699 E-mail : [email protected] Web : www.vmvholidays.com CIN : L63090WB2010PLC151907
Date: 28.09.2019
Sub; Compliance under Regulation 44 (31 of SEBI (Listing Obligations and Disclosure Requirements} Re.gulations. 2015
We would like to inform that all resolutions have been passed with requisite majority at 9 th
Annual General Meeting of the Company as set out in the AGM Notice.
Pursuant to regulation 44(3) of the SEBI Listing (Obligation and Disclosure Requirements) Regulations, 2015 please find enclosed the copy of electronic voting results in the prescribed format along with Scrutinizer's report for the 9ch Annual General Meeting held on 26.09.2019.
Thanking you, For, VMV HOLIDAYS LIMITED
v'\'~ (] .<( l\ di)_,.)
Sunita Gupta (Company Secretary and Compliance Officer) M.No: 57186
-----Domestic & International Tour Packages Air Tickets Hotel Bookings Car Rental Wedding Planner Event Management
VOTING RESULTS OF 9TH ANNUAL GENERAL MEETING OF VMV HOLIDAYS LIMITED
Date of the AGM 26th September, 2019
Total Number of Shareholders on record date (i.e. 19th September, 2019) 32
No. of shareholders present In the meeting either In person or through proxy :
Promoter & Promoter group 10
Public 22
Total 32
No. of shareholders attended the meeting through Video Conferencing :
Promoter & Promoter group Not Applicable
Public Not Applicable
Total Not Applicable
Resolution No. 1
Resolution required: (Ordinary/ Special) Ordinary
Whether promoter/promoter group are Interested In the No
agenda/ resolution? To receive, consider and adopt the Audited Balance Sheet and Statement of Profit and
Description of resolution considered loss for the year ended 3ht March, 2019 together with the Reports of the Board of Directors and the Auditors thereon
No. of No. of % of Votes polled No. of votes No. of votes -
% of votes In % of Votes against
Category Mode of voting shares on outstanding favour on votes votes - in favour against on votes polled
held polled shares polled
(1) (2) (3)=[(2)/(1))"100 (4) (5) (6)=((4)/(2)]" 100 (7)=[(5)/(2))°100
E-Votlng 4018500 100.0000 4018500 0 1000000 00000 Promoter and Poll 4018500 0 0.0000 0 0 0 0 Promoter Group Postal Ballot (If applicable) 0 0.0000 0 0 0 0
Total 4018500 4018500 100.0000 4018500 0 100.0000 0.0000
E·Votlng 0 0 0 0 0 .0000 0.0000 -Publlc· Poll 0 0 0 0 0 0.0000 0.0000
Institutions Postal Ballot (if applicable) 0 0 0 0 00000 0.0000
Total 0 0 0.0000 0 0 0 .0000 0.0000
E·Votlng 640000 41.0256 640000 0 100.0000 00000
Public· Non Poll 1560000 0 0.0000 0 0 0 0 - -
Institutions Postal Ballot (If applicable) 0 0.0000 0 0 0 0
Total 1560000 640000 41 0256 640000 0 100.0000 0.0000
Total 5578500 4658500 83.5081 4658500 0 1000000 0 .0000
Resolution No. 2
Resolution required: (Ordinary/ Speclall Ordinary
Whether promoter/promoter group are Interested In the No
a1enda/resolution?
Oesc,rfptlon of resolution considered Re-appointment of Mr. Vikram Ba1aj (DIN no. 00553791), Director of the Company, who retires by rotation and being eligible, seeks re-appointment
No.of No. of " of Votes polled No. of votes No. of votes -
"of votes in "of Votes against
Category Mode of voting shares on outstanding favour on votes votes -In favour against on votes polled
held polled shares polled
(1) (2) (3)=[(2)/(1))"100 (4) (5) (6)=[(4)/(2))• 100 (7)=[(5)/(2lJ'100
~Voting 4018500 100.0000 4018500 0 lOD.0000 0.0000 Promoter and
Poll 4018500 0 0 0.0000 0 0 0 Promoter --Group Postal Ballot (If applicable) 0 0.0000 0 0 0 0
Total 4018500 4018500 1000000 4018500 0 100.0000 0.0000
!-Voting 0 0 0 0 D.0000 0.0000
Public- Poll 0 0 0 0 0 D.0000 0.0000 - -Institutions Postal Ballot (If applicable) 0 0 0 0 0.0000 00000
Total 0 0 0.0000 0 0 0 .0000 0.0000
E-Voting 640000 41.0256 640000 0 100.0000 0.0000 -Public· Non Poll 1560000 0 0.0000 0 0 0 0 Institutions
Postal Ballot (if applicable) 0 0.0000 0 0 0 0
Total 1560000 640000 41 0256 640000 0 100.0000 0.0000
Total 5578500 4658500 83 5081 4658500 0 100.0000 0.0000
Resolution No. 3
Resolution required: (Ordinary I Special) Ordinary
Whether promoter/promoter group are interested In the No
a1enda/resolution?
To regularize Mrs Ankita Mundhra (Additional Independent Director) and Mr SanJav Description of resolution considered Kumar Srivastava (Additional Independent Director) as Independent Director of the
company
No. of No.of % of Votes polled No. of votes No. of votes -
% of votes In % of Votes against
Category Mode of voting shares votes on outstanding - in favour against
favour on votes on votes polled
held polled shares polled
(1) (2) (3)=((2)/(1))"100 (4) (5) (6)=((4)/(2))'100 (7)=((5)/(2}}"100
E-Votlng 4018500 1000000 4018500 0 100.0000 0.0000 Promoter and Poll 4018500 0 0.0000 0 0 0 0 Promoter
Group Postal Ballot (If applicable) 0 0.0000 0 0 0 0
Total 4018500 4018500 100.0000 4018500 0 100.0000 0.0000
E-Votlng 0 0 0 0 0 .0000 0.0000
Public· Poll 0 0 0 0 0 0.0000 00000 -Institutions Postal Ballot (if applicable) 0 0 0 0 0.0000 0.0000
Total 0 0 0.0000 0 0 0.0000 0.0000
E·Votlng 640000 41.0256 640000 0 100.0000 0.0000 -- -Public- Non Poll 1560000 0 0.0000 0 0 0 0
Institutions Postal Ballot (if applicable) 0 0.0000 0 0 0 0
Total 1560000 640000 4 1.0256 640000 0 100.0000 0.0000
Total 5578500 4658500 83.5081 4658500 0 100.0000 00000
Resolution No. 4
Resolution required: (Ordinary/ Special) Special
Whether promoter/promoter group are interested in the No
a2enda/resoiutlon?
Description of resolution considered Approval of loans, Investments, Guarantee or Security under Section 185 of Companies Act, 2013
No. of No.of % of Votes polled No. of votes No. of votes -
% of votes in % of Votes again.st
Category Mode of voting shares votes on outstanding -In favour against
favour on votes on votes polled
held polled shares polled
(1) (2) (3)=((2)/(1})"100 (4) (5) l6l=H41/(2)r100 {7)=((51/(211°100
E·Votlng 4018500 100.0000 4018500 0 100.0000 0.0000
Promoter and Poll 4018500 0 00000 0 0 0 0 Promoter Group Postal Ballot (If applic.able) 0 0.0000 0 0 0 0
Total 4018500 4011!500 100.0000 4018500 0 100.0000 00000
E-Votlng 0 0 0 0 0.0000 0.0000
Public· Poll 0 0 0 0 0 0.0000 0.0000
Institutions Postal Ballot (If applicable) 0 0 0 0 0.0000 0.0000
Total 0 0 0.0000 0 0 0.-0000 0.0000
E·Votlng 640000 41.0256 640000 0 100.0000 0.0000 --- - --Public· Non Poll 1560000 0 0.0000 0 0 0 0
Institutions Postal Ballot (If applicable) 0 0.0000 0 0 0 0
Total 1560000 640000 41.0256 640000 0 100.0000 0.0000
Total 5578500 4658500 83.5081 4658500 0 100.0000 0.0000
Resolution No. s
Resolution required: (Ordinary/ Special) Special
Whether promoter/promoter group are interested in the No
aeenda/resolutlon?
Description of resolution considered Approval of Inter-corporate Loans, Investment, Guarantee or security and acquisition under Section 186 of Companies Act, 2013
No. of No.of % of Votes polled No. of votes No. of votes -
% of votes in % of Votes against
category Mode of voting shares votes on outstanding -In favour against
favour on votes on votes polled
held polled shares polled
(1) (2) (3)=((2)/(1))-100 (4) (5) (6)=[(4 )/12U-100 (7)=[(5)/(2))"100
E-Voting 4018500 100.0000 4018500 0 100.0000 0.0000 Promoter and 4018500 Poll 0 0.0000 0 0 0 0 Promoter Group Postal Ballot (If applicable) 0 0.0000 0 0 0 0
Total 4018500 4018500 100.0000 4018500 0 100.0000 0.0000
E-Voting -- 0 0 0 0 0 0000 0.0000
Public- Poll 0 0 0 0 0 0.0000 0.0000 -Institutions
Postal Ballot (If applicable) 0 0 0 0 00000 00000
Total 0 0 0.0000 0 0 0.0000 0.0000
E-Voting 640000 41.0256 640000 0 100.0000 0.0000
Public- Non Poll 1560000 0 0.0000 0 0 0 0 -Institutions Postal Ballot (If applicable) 0 0.0000 0 0 0 0
Total 1560000 640000 410256 640000 0 1000000 00000
Total 5578500 4658500 83.5081 4658500 0 100.0000 0.0000
Resolution No. 6
Resolution required: (Ordinary/ Special) Special
Whether promoter/promoter group are interested in the No
uenda/resolution 7
Description of resolution considered Approval of Borrowings by the Company under Section 180 of Companies Act, 2013
No. of No. of % of Votes polled No. of votes No. of votes -
% of votes In % of Votes asalnst
Category Mode of voting shares on outstanding favour on votes votes - In favour against on votes polled
held polled shares polled
(1) (2) (3)=((2)/(1))*100 (4) (5) (6)=((4)/(2))'100 (7)=((5)/(2))"100
E-Vot lng 4018500 100.0000 4018500 0 100.0000 00000
Promoter and Poll 4018500 0 00000 0 0 0 0 Promoter Group Postal Ballot (If applicable) 0 0.0000 0 0 0 0
Total 4018500 4018500 100.0000 4018500 0 100.0000 0.0000
E-Votlng 0 0 0 0 0 .0000 0.0000 ·-
Public- Poll 0 0 0 0 0 0 .0000 00000
Institutions Postal Ballot (if applicable) 0 0 0 0 0 .0000 00000
Total 0 0 0.0000 0 0 0.0000 0.0000
E-Votlng 640000 41.0256 640000 0 100.0000 0.0000 -Public- Non Poll 1560000 0 0.0000 0 0 0 0 -Institutions Postal Ballot (if applicable I 0 0.0000 0 0 0 0
Total 1560000 640000 41.0256 640000 0 100.0000 0.0000
Total $578500 4658500 83.5081 4658500 0 100.0000 00000
HEMANT SHARMA & ASSOCIATES Practicing Company Secretaries
51, Moulana Abu! Kalam Azad Road,
Howrah-711101, Ph: +918961302531
Email: [email protected]
CONSOLIDATED SCRUTINIZER'S REPORT
[Pursuant to rule section 108 of the Companies Act, 2013 (as amended) and
Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended)]
To,
The Chairman of 9th Annual General Meeting of the Members of VMV HOLIDAYS LIMITED
(CIN: L63090WB2010PLC151907) held on Thursday, the 26th Day of September, 2019 at SA, Sadananda Road, 4th Floor, Kolkata - 700026 at 11:00 A.M.
Dear Sir,
1, Hemant Sharma, a Company Secretary in Practice and Proprietor of M/S Hemant Sharma &
Associates, Company Secretaries (ACS: 42264 and C.P. No.: 17411), Kolkata, have been
duly appointed as the Scrutinizer by the Board of Directors of VMV Holidays Limited (the "Company")
for the purpose of scrutinizing the process of voting through remote e-voting and voting by use of
ballot forms at the Annual General Meeting pursuant to the provisions of Section 108 of the
Companies Act, 2013 ("the Act") read with Rule 20 and 21 of the Companies (Management &
Administration) Rules, 2014 as amended, Regulation 44 of SEBI (LODR) Regulations. 2015 and
Secretarial Standards on General Meetings in respect of the below mentioned Resolutions proposed
at the 9th Annual General Meeting of the Company held on Thursday, the 26th Day of September, 2019
At SA, Sadananda Road, 4th Floor, Kolkata - 700026 at 11:00 A.M., do hereby submit my report as
follows:
1. In terms of the aforesaid Notice, the remote e-voting facility was kept open for three days
which commenced on 23rd September, 2019 at 10:00 A.M. and ended on 25Ul September, 2019 at
5:00 P.M. and members were requested to cast their votes electronically conveying their assent
or dissent in respect of the resolutions on the e·voting platform provided by NSDL.
2. The members of the Company as on the "cut-off date, i.e., 19th September, 2019 were entitled to vote on the resolutions proposed in the Notice.
3. At the end of the remote e-voting period on 25th September, 2019 at 5:00 P.M., the voting portal of
the service provider was blocked forthwith.
4. At lhe 09lh Annual General Meeting of the Company held on 26th September, 2019, the Chairman
at the end of discussions on the resolutions announced that the facility for voting through
electronic means ("lnsca Poll") is available to facilitate the members present at the meeting who could not participate in the remote e-vortng co record their vote.,;
HEMANT SHARMA & ASSOCIATES 51. Moulana Abut Kalam Azad Road. Howrah-711101, Ph: +918961302531 Email : [email protected] Practicing Company Secretaries
5. Immediately after the conclusion of thee-voting at the venue of the AGM on the 26th September,
2019, the votes cast at the venue were counted, thereafter the votes cast through remote e-voring were unblocked in the presence of Mr. Himanshu Dugar and Mr. Vikash Jain, who acted as
witnesses (who are not tn employment of the Company) as prescribed under sub-rule 4(xii) of
Rule 20 of the Rules.
6. Thereafter, the details containing, inter alia, list of the Members, who voted "for" or "against" on each of the resolution that were put to vote, were derived from the report generated from the
e -voting website of NSDL, including votes cas t by the members at the venue of AGM through lns ta
Poll.
7. I have issued separate Scrutinizer's Reports on the remote e-voting and voting through lnsta Poll
at the Annual General Meeting on the resolutions contained in the Notice. I submit herewith my
Consolidated Scrutinizer's Report on the results of voting through remote e·voting and voting
through lnsta Poll at the Annual General Meeting as under :
ORDINARY BUSINESS:
RESOLUTION NO. 1: ORDINARY RESOLUTION:
To receive, consider and adopt the Audited Balance Sheet and Statement of Profit and Loss for the
year ended 31st March. 2019 together with the Reports of the Board of Directors and the Auditors
thereon:
(i) Voted in favour of the resolution:
Number of Number of votes
% of total Type of Voting Members
cast by them number of valid
voted votes cast
Remote E·voting 23 4658500 100
Physical Ballot 0 0 0
(ii) Voted against the resolution:
Number of Number of votes
% of total Type of Voting Members
cast by them number of valid
voted votes cast
Remote E-voting NIL NIL NIL
Physical Ballot NIL NIL NIL
(iii) Invalid votes:
Number of Number of votes
% of total
Type of Voting Members cast by them
number of valid
voted votes cast
Remote E-voting NIL NIL NIL
Physical Ballot NIL NIL NIL
HEMANT SHARMA & ASSOCIATES 51, Moulana Abul Kalam Azad Road,
Howrah-711101, Ph: +918961302531 Email : [email protected] Practicing Company Secretaries
RESOLUTION NO. 2: ORDINARY RESOLUTION;
Re-appointment of Mr. Vikram Bajaj (DIN no. 00553791), Director of the Company, who retires
by rotation and being eligible, seeks re-appointment.
(i) Voted in favour of the resolution:
Number of Number of votes
% of total
Type of Voting Members cast by them
number of valid voted votes cast
Remote E·voting 23 4658500 100
Physical Ballot 0 0 0
(ii) Voted against the resolution :
Number of Number of votes
o/o of total Type of Voting Members
cast by them number of valid
voted votes cast
Remote E·voting NIL NIL NIL
Physical Ballo t NIL NIL NIL
(iii) Invalid votes :
Number of Number of votes
o/o of total Type of Voting Members
cast by them number of valid
voted votes cast
Remote E-voting NIL NIL NIL
Physical Ballot NIL NIL NIL
SPECIAL BUSINESS:
RESOLUTION NO. 3; ORDINARY RESOLUTION:
To regularize Mrs. Ankita Mundhra (Additional Independent Director) and Mr. Sanjay Kumar Srivastava (Additional Independent Director) as Independent Director of the company
(i) Voted in favour of the resolution:
Number of % of total I
Type of Voting Members Number of votes
number of valid cast by them
voted votes cast
Remote E·votlng 23 4658500 100
Physical Ballot 0 0 0
HEMANT SHARMA & ASSOCIATES 51, Moulana Abut Kalam Azad Road, Howrah-711101, Ph: +918961302531 Email: [email protected] Practicing Company Secretaries
(ii) Voted against the resolution:
Number of Number of votes
% of total
Type of Voting Members cast by them
number of valid voted votes cast
Remote E·voting NIL NIL NIL
Physical Ballot NIL NIL NIL
(iii) Invalid votes :
Number of Number of votes
% of total
Type of Voting Members cast by them
number of valid voted votes cast
Remote E·vot1ng NIL NIL NIL
Physical Ballot NIL NIL NIL
RESOLUTION NO. 4: SPECIAL RESOLUTION:
Approval of Loans, Investments, Guan:intee or Security under Se<:tion 185 of Companies Act, 2013.
(i) Voted in favour of the resolution:
Number of I Numberofvotes o/o of total I
Type of Voting Members cast by them
number of valid voted votes cast
Remote E-voting 23 4658500 100
Physical Ballot 0 0 0
(ii) Voted against the resolution:
Number of Number of votes
% of total Type of Voting Members
cast by them number of valid
voted votes cast
Remote E·voti ng NIL NIL NIL
Physical Ballot NIL NIL NI L
(iii) Invalid votes :
Number of I Number of votes % of total
Type of Voting Members number of valid voted I
cast by them votes cast
Remote E·voting NIL NIL NIL
Physical Ballot NIL NIL NIL
HEMANT SHARMA & ASSOCIATES 51, Moulana Abut Kalam Azad Road, Howrah-711101, Ph: +918961302531
Email: [email protected] Practicing Company Secretaries
RESOLUTION NO. 5: SPECIAL RESOLUTION;
Approval of Inter-corporate Loans, Investment, Guarantee or security and acquisition under
Section 186 of Companies Act, 2013
(i) Voted in favour of the resolution:
Number of Number of votes
% of total
Type of Voting Members cast by them
number of valid
voted votes cast
Remote E-voting 23 4658500 100
Physical Ballot 0 0 0
(ii) Voted against the resolution:
Number of Number of votes
% of total
Type of Voting Members cast by them
number of valid voted votes cast
Remote E-voting NIL NIL NIL
Physical Ballot NIL NIL NIL
(iii) Invalid votes:
Number of Number of votes
% of total
Type of Voting Members cast by them
number of valid
voted votes cast
Remote E-voting NIL NIL NIL
Physical Ballot NIL NIL NIL
RESOLUTION N0.6: SPECIAL RESOLUT ION:
Approval of Borrowings by the Company under Section 180 of Companies Act, 2013
(i) Voted in favour of the resolution:
Number of Number of votes
% of total
Type of Voting Members cast by them
number of valid
voted votes cast
Remote E-voting 23 4658500 100
Physical Ballot 0 0 0
HEMANT SHARMA & ASSOCIATES 51, Moulana Abul Kalam Azad Road, Howrah·711101, Ph: +918961302531 Email: [email protected] Practicing Company Secretaries
(ii) Voted against the resolution:
Number of I Number of votes % of total I
Type of Voting Members cast by them
number of valid voted votes cast
Remote E·voting NIL NIL NIL Physical Ballot NIL NIL NIL
(iii) Invalid votes :
Number of Number of votes
% of total Type of Voting Members
cast by them number of valid
voted votes cast
Remote E-voti ng NIL NIL NIL
Physical Ballot NIL NIL NIL
Based on the aforesaid results, the resolution no(s) 1to6 as contained in the Notice have been passed with the requisite majority.
All the relevant records relating to the remote e·voting and voting through lnsta Poll are under my safe custody and will be handed over to the Chairman or the Company Secretary for preserving safely after the minutes of the Meeting are signed.
Place: Howrah
Dated: 28-09-2019
Thanking you,
For Hemant Sharma & Associates
Company Secrelaries
- · Hemant Sharma
Proprietor
Membership No. - 42264
COPNo. -17411