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 |
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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 |
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