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Magnum Ventures LtdIndustry : Paper
BSE Code:532896NSE Symbol: MAGNUMP/E(TTM):11.23
ISIN Demat:INE387I01016Div & Yield %:0EPS(TTM):5.43
Book Value(Rs):21.34717Market Cap ( Cr.):359.21Face Value(Rs):10
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Dear Members,

Your Directors have pleasure in presenting the 42nd Annual Report on business and operations along with Audited Annual Accounts for the Financial Year ended March 31, 2022. The financial highlights for the said Financial Year are given below:

FINANCIAL HIGHLIGHTS

(Amount Rs. in Lakh)

Particulars Financial Year ended March 31, 2022 Financial Year ended 31st March, 2021
Total Income 33,160.13 18,240.98
Total Expenditure 32,372.00 18,220.57
Profit /(Loss) Before Tax 788.13 20.42
Effect of Extra Ordinary Item (320.06) -
Provision for tax - -
Current Tax - -
Deferred Tax (46.69) (57.63)
Earlier Year Tax - (56.08)
Profit/(Loss) After Tax 514.76 134.13
Paid-up Share Capital 3,760.19 3,760.19
Equity Shares 2,500.00 2,500.00
Preference Shares
Earnings Per Share - In Rs. 1.48 0.43

REVIEW OF OPERATIONS AND STATE OF COMPANY?S AFFAIR

Year in Retrospect

During the year under review, total income of the Company was Rs. 33,160.13/- Lakh as against Rs. 18,240.98 Lakh in the previous year reflecting income growth of 81.79%. During the current reporting period, the Company?s profit after tax is Rs. 514.76 Lakh.

Segments

Paper Division

We are pleased to inform to our stakeholders that, at present, the Company is manufacturing the following Products:

a. Paper Board

b. Newsprints

Benefits of Manufacturing Paper Board

1. Due to ban on plastic bags, there is increase in demand of paperboards as it is commonly used for packaging purpose.

2. Paperboard has the advantage of being in most cases the least expensive structural material for packaging and a renewable source.

3. Paperboard can be easily cut and formed, is lightweight, and because it is strong, is used in packaging.

4. It is also used for high quality graphic printing, such as book and magazine covers or postcards.

5. Almost manufacturing is based on orders/ demands, hence, the risk of spoilage are less.

6. Less expenditure on stock/ inventory management.

Benefits of Manufacturing News prints

1. Demand for News prints paper is increased, that gives an opportunity to increase sale & profitability.

2. Newsprint paper is incredibly affordable in comparison to other kinds of paper. You can get huge rolls of it, averaging out between one and a half to three cents per square foot. In comparison, using standard paper, bubble wrap, cardboard or any other packing solutions will be more expensive.

3. Made from 100% recyclable materials, newsprint paper is not only economically friendly but, it is also environmentally friendly. It?s fully compostable too, meaning if it?s accidentally thrown out, it will not cause any long-term damage to the planet. Additionally, it?s completely reusable which will help you save extra money.

The Detail of Paper Board & Newsprints manufacture and sale during the Fiscal year 2020-21 and 2021-22 are as under:

Particular 2021-22 2020-21
Production 56,828 MT 41,052 MT
Sale 56,705 MT 41,205 MT

Hotel Division

The Company owns a hotel unit in the name of Country Inn & Suites by Radisson, Sahibabad. It is the first eco-friendly concept based five-star vegetarian hotel in Delhi NCR, the second largest in the world under the brand of Country Inn & Suites.

The Hotel Division started its operation w. e. f. 15-02-2009 under the Brand "Country Inn & Suites by Carlson". The brand owner Country Rezidor Hotel Group has globally changed name of the hotels to Country Inn & Suites by Radisson and accordingly your Company has changed name of its hotel to

"Country Inn & Suites by Radisson" with effect from 17th January 2018. The change in name is done globally as a strategy to allow the brand and the individual hotels to leverage the global recognition and strength of the Radisson brand.

Change in the nature of the business

There was no change in the nature of the business of the Company during the financial year ended on March 31, 2022.

DIVIDEND & RESERVES

Your Directors do not recommend any dividend for the financial year ended March 31, 2022.

Details of amount which the Company carries to reserves are provided in Note No. 12 to the Financial Statements.

DIRECTORS AND KMPs

None of the Directors of your Company are disqualified as per provision of section 164(2) of Companies Act, 2013. Your Directors have made necessary disclosures as required under various provisions of The Companies Act, 2013.

(i) Retirement By Rotation:

In accordance with the provisions of section 152 of The Companies Act, 2013 and the Company?s Articles of Association, Mr. Shiv Pravesh Chaturvedi (DIN: 06834388) Director of the Company, who retires by rotation and being eligible, offers himself for re-appointment. Your Directors recommends for his appointment/ re-appointment.

(ii) Appointment/Re-appointment/ Resignation of Independent Directors

Mr. Subash Chand Oswal (DIN: 00088516) has resigned from the position of Independent Director of the Company due to his ill health issues, who has tendered his resignation vide letter dated 7th day of December, 2021 to the Company and received by the Company on the same day, noted and accepted w.e.f the 28th day of December, 2021.

Mr. Krishan Gopal Sharma (DIN: 07874204) Mr. Anil Kumar Rawat (DIN: 08917556) have resigned from the position of Independent Directors of the Company due to non-qualifying Online Proficiency Self-Assessment Test from the Independent Directors Databank, who have tendered their resignation vide letters dated 7th day of December, 2021 to the Company and received by the Company on the same day, noted and accepted w.e.f the 28th day of December, 2021.

Ms. Aanchal Jain (DIN: 05348101) and Ms. Jyoti Bansal (DIN: 08489503) have been appointed as a Non-Executive Independent Additional Directors of the Company in Board Meeting dated 28th December, 2021 for a term of one year pursuant to provisions of the Companies Act, 2013 and their appointment is to be approved by the members in the ensuing Annual General Meeting to be held on September 09, 2022. Their second term of 5 years is also proposed and the same is to be approved by the members in the ensuing Annual General Meeting.

Mr. Manish Kumar (DIN: 09426619) has been appointed as a Non-Executive Independent Additional Director of the Company in Board Meeting dated 28th December, 2021 pursuant to provisions of the Companies Act, 2013.

Subsequently, he has resigned from the Board of Directors of the Company due to his personal reasons vide resignation letter dated 09th day of June, 2022 to the Company and received by the Company on the same day, noted and accepted w.e.f the 09th day of June, 2022.

Thereafter to fill the casual vacancy of Independent Director, the name of Ms. Shalini Rahul (DIN: 09357650) was proposed to be appointed as Independent Director of the Company and the same is to be approved by the members in the ensuing Annual General Meeting.

(iii) Appointment/ Resignation of Director and Key Managerial Personnel

Ms. Aaina Gupta has been appointed as Company Secretary cum Compliance Officer of the Company in Board Meeting dated 01st day of December, 2021 consequent to the resignation of Mr. Mohit Kumar Goel from the post of Company Secretary cum Compliance Officer of the Company, who has tendered his resignation w.e.f. 30th day of October, 2021 to the Company.

Mr. Abhay Jain is promoted as Managing Director of the Company for a term of five years and Mr. Shiv Pravesh Chaturvedi is promoted as Whole-time Director of the Company for a term of five years and the same is to be approved by the members in the ensuing Annual General Meeting.

Brief resume and other description/ disclosure regarding the directors to be appointed / reappointed are given under the notice and explanatory statement.

(iv) Declaration by Independent Directors

The Independent Directors have given their respective declarations to the Board confirming that they meet the criteria of Independence to be appointed as Independent Director under the provisions of the Companies Act, 2013 and as per SEBI (LODR) Regulations, 2015.

(v) Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors which include criteria for performance evaluation of the Non-Executive Directors and Executive Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities & Exchange Board of India (SEBI) under SEBI (LODR) Regulations, 2015. The Company has devised an evaluation matrix for the performance evaluation and collates the evaluation results internally.

A meeting of Independent Director was held on 12th February 2022 without the attendance of other directors (Non-Independent) to review the performance of Non-Independent Directors, the Board as a Whole, Chairman of the Company/ Meetings, to assess the flow of information between Company Management and the Board. It was noted that the Board is broad based, information is timely provided, decisions are taken after due deliberations, Board members are encouraged by the Chairman to participate and offer their independent advise based on their experience and act in the best interest of the company and its stakeholders.

The Board is of the opinion that the independent directors appointed during the year holds adequate integrity, expertise and experience (including the proficiency).

MATERIAL CHANGES

The company had approached the AARC to restructure the debt in order to get the default good. Your company had obtained the sanction of restructuring of debt on July 20, 2022. According to restructuring sanction letter, the total amount payable is Rs 188.35 crores as against the book value of debt of Rs 231.01 crores as on June 30, 2022. Hence the company has booked the profit of Rs. 42.66 crores in financial results of quarter ended on June 30, 2022.

PUBLIC DEPOSITS

During the year under report, your company did not invite or accept or renew any deposits from the public in terms of the provisions of Companies Act, 2013 and there are no outstanding deposits as on March 31, 2022.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption and foreign exchange earnings/ outgo is included in Annexure I to this Report.

PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act 2013, read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure II to this Report.

The Company does not have any employees who was:

i. employed throughout the Financial Year and in receipt of annual remuneration of Rs.1.02 Crore or more;

ii. employed for part of the year and in receipt of monthly remuneration of Rs. 8.5 Lakh or more ;

HUMAN RESOURCE DEVELOPMENT

The Company has been successful in building a performance oriented culture with high levels of engagement and empowerment in an environment of teamwork. The focus has been on creating reserves through cross functional and inter-disciplinary exposure at all levels to ensure redundancy and robustness in the organization. The morale of the team is at a high level.

VIGIL MECHANISM

A vigil mechanism of the Company which also includes a Whistle Blower Policy pursuant to Section 177(9) & 10 of Companies Act, 2013, has been established and can be accessed on the Company website at www.magnumventures.in.

AUDIT COMMITTEE

The Audit Committee as on date comprises of the following Directors:

1. Ms. Jyoti Bansal, Independent Director (Member);

2. Ms. Aanchal Jain, Independent Director (Chairman); 3. Mr. Parveen Jain, Non-executive Director (Member)

All the recommendations made by the Audit Committee were accepted by the Board. Further details such as constitution and meetings etc. of audit committee during the FY 2021-22 are included in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee as on date comprises of the following Directors:

1. Ms. Jyoti, Independent Director (Chairman);

2. Ms. Jyoti Bansal, Independent Director (Member);

3. Ms. Aanchal Jain, Independent Director (Member);

4. Mr. Parveen Jain, Non-executive Director (Member)

All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board. Further details such as constitution and meetings etc. during the FY 2021-22 are included in the Corporate Governance Report. The Nomination and Remuneration Policy has also been framed by the Nomination and Remuneration Committee including criteria for determining qualifications, positive attributes, independence of a director and can be accessed on the Company website at www.magnumventures.in.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee as on date comprises of the following Directors:

1. Ms. Jyoti Bansal, Independent Director (Chairman);

2. Ms. Jyoti, Independent Director (Member);

3. Mr. Parveen Jain, Non-executive Director (Member)

All the recommendations made by the Stakeholders Relationship Committee were accepted by the Board. Further details such as constitution and meetings etc. during the FY 2021-22 are included in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 with respect to Corporate Social Responsibility (CSR) were not applicable to the Company for the Financial Year 2021-22.

However, the Company has crossed the limit as prescribed under Section 135 of the Companies Act, 2013 with respect to net profit rupees five crores, hence CSR becomes applicable for the year 2022-23. The Board has approved a CSR Policy, which can be accessed on the Company website at www.magnumventures.in and all necessary compliances related to CSR, as and when they become applicable, will be complied with.

MEETINGS OF THE BOARD

The Board of Directors met ten times on 19th April 2021, 08th June 2021, 25th June 2021, 29th June 2021, 06th August, 2021, 20th August 2021 and 28th October 2021, 01st December 2021, 28th December 2021 and 12th February 2022 during the Financial Year 2021-22. Further company also had a meeting of Independent Directors dated 12th February, 2022.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

No disclosure or reporting is required in respect of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 as there was no transaction under these heads.

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into during the Financial Year were on arm?s length and were in the ordinary course of business. All Related Party Transactions were placed before the Audit Committee of the Board of Directors for their approval.

The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. The policy is available on the Company?s website www.magnumventures.in.

The current and the future transactions will be deemed to be ‘material? in nature as defined in

Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations, 2015") if they exceed rupees 1000 Crore or 10 per cent of the annual consolidated turnover of the Company as per the last audited financial statements, whichever is lower. All related party transactions and subsequent material modifications shall require prior approval of the audit committee as per Regulation 23 (2) of the SEBI (LODR) Regulations, 2015 and all material related party transaction shall require approval of shareholders through resolution and the related party shall abstain from voting on such resolution whether the Company is a related party to the particular transaction or not.

The related party transaction, referred to Section 188(1) of the Companies Act, 2013, entered and continued during the Financial Year are attached herewith in Form AOC-2 as Annexure III to this Report.

RISK MANAGEMENT

Your Company has established the Risk Management System to mitigate the risk faced by the Company in the ordinary course of business. The Company has also formulated a Risk Management Policy which is available on the Company?s website www.magnumventures.in. The factors that affect the Company?s profitability and operations are regularly monitored and offers/proposals submitted by the Company to its customers are modified accordingly. In the opinion of the Board, there is no risk which may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statements. Please refer report on Internal Financial control, which forms the part of Auditors? Report in Annexure B.

The Company has taken steps to further strengthen the internal financial controls system in the financial year 2022-23.

CORPORATE GOVERNANCE

The Company is in compliance of all mandatory requirement of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments thereto (hereinafter referred to as ‘SEBI Listing Regulations?), with the Stock Exchanges. For the year ended March 31, 2022, the compliance status is provided in the Corporate Governance section of the Annual Report. A Certificate issued by CS Vijay Kumar Sharma, Partner of Munish K Sharma & Associates, Company Secretaries confirming compliance of the conditions of Corporate Governance stipulated in Regulations 17 to 20, 22, 23, 25, 26, 27 and clauses (b) to (g), (i) of sub-regulation (2) of Regulation 46 and para C, D & E of Schedule V of Regulation34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Regulations") for the period April 1, 2021 to March 31, 2022 is annexed in Annexure IV.

AUDITORS AND AUDITORS? REPORT

Statutory Auditors

M/s. Aggarwal & Rampal, Chartered Accountants, (FRN: 003072N) were appointed as Statutory Auditors for a period of five years in the 38th Annual General Meeting held on 22nd Day of September, 2018 till the 43rd Annual General Meeting to be held in the year 2023.

The notes on financial statements referred to in the Auditor?s report are self-explanatory and do not call for any further comments.

The Emphasis of Matters/ qualification/ reservation/ adverse in the Auditor?s Report and Directors? response to the same is as follows::

Emphasis of Matter:

 

1. Refer Note No. 6 under other notes in notes to accounts annexed with the financial statements for the year ended March 31, 2022 wherein the total outstanding debtors for the year ended March 31, 2022 amounting to Rs. 5,553.69 lakhs include Rs. 717.46 lakhs which are due for more than six months and out of which debtors of Rs. 52.86 lakhs are under litigations. Additionally, debtors amounting to Rs. 126.89 lakhs have been written off.

Directors? Reply: Your Company had appointed a Recovery Manager to recover the outstanding dues from the debtors outstanding for more than six months. Total outstanding debtors for the year ended March 31, 2022 include 717.46 lacs in respect of which amount due for more than six months as compared to 2641.73 lacs in the previous year. The recovery team of the company working aggressively and company envisage recovering hefty amount from the debtors outstanding for more than six months in FY 2022-23.

 

2. Balances of M/s Alchemist Asset Reconstruction Company Limited as on March 31, 2022 are subject to confirmation and any variation would be subject to reconciliation and adjustment thereon and it may impact the true and fair view of the affairs.

Directors? Reply: The Balance of M/s Alchemist Assets Reconstruction Company Limited as on March 31, 2022 was in sync (same in line with restructuring letter dated 20.07.2022) with the books of account of the Company. Further we allude to the fact that in line of the same company had negotiated with the ARCC and had obtained sanction letter along with revised repayment schedule.

 

3. Refer Note No. 16 under other notes in notes to accounts annexed with the financial statements for the year ended March 31, 2022 wherein Company has defaulted in repayment of loan amounting to Rs. 50.46 crores of M/s Alchemist Asset Reconstruction Company Limited and as informed to us by the management, no adverse action has been initiated by the lender as on date.

Directors? Reply: In the starting of the financial year 2021-22, the COVID-19 pandemic was an evolving human tragedy declared a global pandemic by the World Health Organization with adverse impact on economy and business. Due to this the operations of the company got temporarily disrupted, on account of such disruption of operations of the company, there was a default on payment on instalments due to AARC. However while coming to the end of the financial year, situation was recovered to some extend and Company increased the profits. Your company had discussion with the AARC and also requested the revised repayment schedule, assuring them to make the default good in near future. And as on 20.07.2022, the restructuring sanction letters has been provided by AARC, which was approved by the board as well.

 

4. The lenders of the Company had appointed independent Chartered Accountant firm as concurrent auditor of the Company, however no report has been provided to us and accordingly we are unable to comment on the observations of the auditor.

Directors? Reply: During the year under consideration the lender i.e. ARCC had appointed independent Chartered Accountant firm as concurrent auditor for themselves not for the company, accordingly the CA firm had not given any report to us, and they had submitted their report to their appointing authority i.e. ARCC.

 

5. Balance of Creditors as on March 31, 2022 are subject to confirmation and reconciliation consequential effect (if any) on the financial statement remains unascertained.

Directors? Reply: The company regularly reconciling its account with its debtors and creditors and there is no major deviation is expected in the balances of debtors and creditors.

Qualification:

6. In our opinion and according to the information and explanation given to us, the Company has an in-house internal audit system however it does not commensurate with the size and nature of its business.

Directors? Reply: The Board has appointed M/s. Sahni Bansal & Associates, Chartered Accountants, as internal auditor for the next Financial Year, to more strengthen the internal financial controls system.

COST AUDITORS

In accordance with the provisions of Companies (Cost Records and Audit) Amendment Rules, 2014 Rule 3 and 4 mandates Paper Industry to get the audit of its cost records after a prescribed turnover of the product and the Company is required to get its cost record audited for the Financial Year 2021-22.

M/s V.K. Dube & Co., Cost Accountants, were appointed as Cost Auditors of the Company to audit the cost records of the Company for Financial Year 2021-22.

Particulars of Cost Auditors? are as follows:

Name of the Cost Auditor?s Firm V.K. Dube & Co., Cost Accountants
Membership Number of Cost Auditor 000343
Address: R-8/90, Raj Nagar, Ghaziabad, Uttar Pradesh 201002
E-mail id vkdubeco@gmail.com

INTERNAL AUDITOR

Mr. Sanjay Sharma was appointed as Internal Auditor of the Company for the Financial Year 2021-22.

Particulars of Internal Auditors? are as follows

Name of the New Internal Auditor Mr. Sanjay Sharma
Address House No. 208, Raj Niketan, Bhrampuri, Gali No. 1, Modinagar, Ghaziabad, UP 201204
E-mail Id sharma@cissahibabad.in

Particulars of new Internal Auditors are as follows

Name of the New Internal Auditor M/s Sahni Bansal & Associates, Chartered Accountants
Address Office No. 113/10, Ist Floor, Navyug Market, Ghaziabad 201001 U.P.
E-mail Id sahni bansalca@yahoo.co.in

SECRETARIAL AUDITOR

The Board has appointed M/s. Munish K Sharma & Associates, Company Secretaries to conduct the Secretarial Audit of the Company for Financial Year 2021-22. The Secretarial Audit Report for the Financial Year ended March 31, 2022 is annexed herewith marked as Annexure V to this Report.

Particulars of Secretarial Auditors? are as follows:

Name of the Secretarial Auditor?s Firm M/s Munish K Sharma & Associates, Company Secretaries
Name & Membership Number of Secretarial Auditor Mr. Vijay Kumar Sharma, F-9924
Address: AAF-14, Shipra Krishna Azure, Kaushambi, Ghaziabad, U.P.- 201010
E-mail id munish_171@yahoo.com

The Secretarial Auditor?s report is self-explanatory and do not call for any further comments except for the following observations:

1. The Company had filed the outcome of the Board Meeting in which financial results were discussed and approved for the Quarter ended September 2021 by delay of few minutes with National Stock Exchange, which was required to be submitted to the stock exchange(s) within 30 Minutes of the conclusion of Board Meeting.

Directors? Reply: The said delay in filing was inadvertent and without any mala fide intention. Due to some technical issue over the website, delay of some minutes happened.

2. The Company had filed the intimation of appointment of Ms. Aaina Gupta as Company Secretary cum Compliance Officer to the stock exchange(s) by delay of few hours, which was required to be intimated to stock exchange(s) within 24 hours of appointment in Board Meeting.

Directors? Reply: The said delay in filing was inadvertent and without any mala fide intention. Due to some technical issue over the website, delay of some hours happened.

3. During the period under review, the Company has defaulted in repayment of loan amounting to Rupees 50.46 crores obtained from M/s. Alchemist Assets Reconstruction Company Limited.

Directors? Reply: In the starting of the financial year 2021-22, the COVID-19 pandemic was an evolving human tragedy declared a global pandemic by the World Health Organization with adverse impact on economy and business. Due to this the operations of the company got temporarily disrupted, on account of such disruption of operations of the company, there was a default on payment on instalments due to AARC. However while coming to the end of the financial year, situation was recovered to some extend and Company increased the profits. Your company had discussion with the AARC and also requested the revised repayment schedule, assuring them to make the default good in near future. And as on 20.07.2022, the restructuring sanction letters has been provided by AARC, which was approved by the board.

4. The Company has an in-house internal audit system which is in our opinion not in commensurate with the size and nature of its business.

Directors? Reply: The Company has appointed M/s. Sahni Bansal & Associates, Chartered Accountants, as internal auditor for the next Financial Year, to more strengthen the internal financial controls system.

ANNUAL SECRETARIAL COMPLIANCE REPORT

In compliance with SEBI circular dated February 8, 2019, bearing reference no. CIR/CFD/CMD1/27/2019, the Company has filed the Annual Secretarial Compliance Report for the year 2021-22 with the BSE Ltd and National Stock Exchange of India Limited. The report was received from CS Vijay Kumar Sharma, Practicing Company Secretary and filed within the stipulated time.

DIRECTORS? RESPONSIBILITY STATEMENT

In terms of the provisions of section 134(5) of the Companies Act, 2013, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors? Report thereon, your Directors confirm that:

a. in preparation of the annual accounts for the financial year ended March 31, 2022, the applicable Accounting Standards have been followed and there is no material departure from the same; b. the Directors had 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 March 31, 2022 and of the profit and loss of the Company for that period;

c. the Directors had 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;

d. the Directors had prepared the annual accounts on a going concern basis;

e. the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SIGNIFICANT & MATERIAL ORDERS:

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.

MAINTENANCE OF COST RECORDS

Your Company maintains cost records as specified by the Central Government under Section 148(1) of the Companies Act.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the policy is available on the Company?s website www.magnumventures.in.

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

During the year 2021-22, no complaints were received by the Company related to sexual harassment and no complaints were pending at the end of the reporting period.

ANNUAL RETURN

As required pursuant to Section 134 of the Companies Act, 2013, Annual Return in Form MGT 7 shall be available at the Company?s website at www.magnumventures.in.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is part of this report and attached as Annexure VI.

STOCK EXCHANGE LISTING

The shares of the Company are listed on the Bombay Stock Exchange Limited (BSE Scrip Code: 532896) and National Stock Exchange (NSE Symbol: MAGNUM).

The listing fee for the Financial Year 2022-23 has already been paid to the Bombay Stock Exchange and National Stock Exchange.

COMPLIANCE ON SECRETARIAL STANDARDS

The Provisions of the applicable Secretarial Standards have been duly complied with during the Financial Year 2021-22.

ENVIRONMENTAL PROTECTION, HEALTH AND SAFETY

During the year, the Company enhanced its efforts to address Health, Safety and Environment matters. The Safety & Health of employees and external stakeholders are embedded in the core organizational values of the Company. The Health & Safety Policy aims to ensure safety of public employees, plant & equipment, ensure compliance with all statutory rules and regulations, imparting training to its employees, carrying out safety audits of its facilities, and promoting eco - friendly activities.

The Company continues to maintain good track record on safety. MVL also has a Committee for the safeguard of its workmen. This Committee meets at regular intervals to take measures for worker?s protection in order to make the Company a safe place to work.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB- SECTION (12) OF SECTION 143

As per the explanations given by the Auditors in their report no material fraud on or by the Company or any fraud in the Company by its officers or employees has been noticed or reported during the year.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES DURING THE YEAR

No Company has become or ceased to be subsidiary/joint venture/associate company of the Company during the year under review.

CAPITAL STRUCTURE:

The paid up share capital of the Company is Rs. 62,60,18,840/- (Rupees Sixty Two Crore Sixty Lakh Eighteen Thousand Eight Hundred and Forty Only) comprising of 3,76,01,884 fully paid up Equity Shares of Rs. 10/- each amounting to Rs. 37,60,18,840/- and 25,00,000 fully paid up Non-Convertible and Non-Cumulative Preference Shares of Rs. 100/- each amounting to Rs. 25,00,00,000/- .

RECEIPT OF AMOUNT FROM DIRECTORS & PROMOTERS:

During the Financial Year 2021-22, the Company has received following amounts from the Directors as referred in sub-clause (viii) of clause (c) of sub-rule (1) of Rule 2 of The Companies (Acceptance of Deposits) Rules, 2014 along with declarations thereof:

S. No. Name of Director/ Promoters Amount Received by the Company
1. Mr. Abhay Jain Rs. 2,00,000/-
2. Mr. Parveen Kumar Jain Rs. 4,90,50,000/-
3. Mr. Parv Jain * Rs. 2,50,000/-
4. Mr. Rishab Jain * Rs. 5,00,000/-
5. Mr. Ritesh Jain * Rs. 5,50,000/-

* The abovementioned amount received from Mr. Parv Jain, Mr. Rishab Jain and Mr. Ritesh Jain has been taken pursuant to sub-clause (xiii) of clause (c) of sub-rule (1) of Rule 2 of The Companies (Acceptance of Deposits) Rules, 2014, under the stipulation of Alchemist ARC.

INFORMATION REGARDING ONE TIME SETTLEMENT

The Company has entered into one time settlement (OTS) with Bank of Baroda (erstwhile Vijaya Bank) in November, 2021 vide resolution passed by way of circulation on November 16, 2021.

Wherein Bank of Baroda (erstwhile Vijaya Bank) has approved compromise sanction by accepting compromise offer of Rs. 27.00 Crores against book dues of Rs 23.80 Crores in full and final settlement, this book dues of Rs. 23.80 Crores didn?t include interest accrued in the past. Necessary disclosure has been made to stock exchanges as per Regulation 30 read with Schedule III of SEBI (LODR) Regulations, 2015, and also available on Company?s website.

Valuation was carried out by Bank of Baroda (erstwhile Vijaya Bank) in the year 2008-09 and valuation report was not shared with Company. Thus, the valuation report at the time of taking loan is not available to present a comparison.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Bankers and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and cooperation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board
Magnum Ventures Limited
Sd/- Sd/-
Pardeep Kumar Jain Abhay Jain
Managing Director Managing Director
DIN: 00024879 DIN: 01876385
Add: 113/3-4, Ansari Road, Add: 113/3-4, Ansari Road,
Darya Ganj, Delhi-110002 Darya Ganj, New Delhi -110002
Date: 10th August, 2022
Place: Ghaziabad