Directors Report of Growington Ventures India Ltd.

Mar 31, 2015

Dear Members,

The 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.)

Particulars Year ended Year ended 31st March 2015 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

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.

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 reappointment.

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

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

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. 1680007-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;

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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Mar 31, 2012

Dear Members,

Your directors hereby submit their annual Report for the year ended 31st March, 2012 together with the audited Balance Sheet as at 31st March, 2012 and the Profit & Loss Account for the period ended on that date. The summarized financial results are as under.

Financial Highlights

The Company has incurred after tax profit of Rs. 35,964.00/- in the current Financial Year.

Dividend

In view of to augment working capital requirements your Directors do not recommend any dividend for the financial year ended on 31st March, 2012,

Director's Responsibility Statement

Your Directors state that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure;

b) They had selected such accounting policies and applied them consistency and made judgment 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 and of the profit or loss of the company for that period;

c) They had taken proper and sufficient care for maintenance of adequate accounting records, in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and delecting fraud and other irregularities;

d) They had prepared the annual accounts on a going concern basis,

Auditors

Gangeshwar Sharma & Associates, Chartered Accountants, at the conclusion of the ensuing Annual General Meeting being eligible, offer themselves for appointment, A certificate U/S 2240 B) of the Companies Act, 1956 has been obtained from them. The members are requested to consider their appointment and fix the remuneration if so appointed,

Employees

Statement as required under section 217(2A) of the Companies Act 1956 read with Companies (Particulars of Employees) (Amendment.: Rules 1988 is not applicable to the Company.

Energy Conservation, Research Development & Foreign Exchange Eaming/Outgo:

The Company did neither own any manufacturing facility nor had any export business. Therefore, the disclosure of particulars pursuant to section 217(l)(e) of the Companies Act, 1956 is not required.

Statutory Information

The Company being basically in the financial sector, requirement regarding disclosure of particulars of conservation of energy and technology absorption prescribed under Section 2l7(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 is not applicable.

Place: Kolkata By order of the Board

Dated: The 11th Day of June, 2012 For VMV TOURS & TRAVELS PVT LTD

Director