Your Directors have pleasure in presenting the 37th Annual Report onbusiness and operations along with Audited Annual Accounts for the Financial Year ended 31stMarch2017. The financial highlights for the year under review are given below:
|FINANCIAL HIGHLIGHTS || || |
| || |
(Amount Rs. in lacs)
| ||Financial Year ||Financial Year |
|Particulars ||ended 31st March ||ended 31st March |
| ||2017 ||2016 |
|Total Income ||21551.11 ||23106.04 |
|Total Expenditure ||24185.03 ||30760.51 |
|Profit /(Loss) Before Tax ||-2633.92 ||-7654.47 |
|Effect of Extra Ordinary Item ||12949.81 ||-1511.90 |
|Provision for tax ||0.00 ||0.00 |
|Income Tax for Earlier Years ||0.00 ||0.00 |
|Deferred Tax ||0.00 ||0.00 |
|Profit/(Loss)After Tax ||10315.88 ||-9166.39 |
|Balance b/ f from Last Year ||-9166.39 ||-13420.69 |
|Effect due to application of Schedule II ||0.00 ||0.00 |
|Balance Carried to Balance Sheet ||10315.88 ||-9166.39 |
|Transfer to Reserve ||0.00 ||0.00 |
|Paid-up Share Capital || || |
|Equity Shares ||3760.19 ||3760.19 |
|Preference Shares ||2500.00 ||2500.00 |
|Reserves and Surplus (excluding revaluation reserve) ||-8403.38 ||-18719.27 |
|Earnings per share ||27.43 ||-24.38 |
REVIEW OF OPERATIONS AND STATE OF COMPANY'S AFFAIR Year in Retrospect
During the year under review total income of the Company was Rs. 21551.11 Lacs asagainst Rs.23106.04 Lacs in the previous year reflecting Y-O-Y Loss of (6.73)%. Duringthe current reporting period the Company's Loss before tax for the year ended 31stMarch 2017 was Rs. 2633.92 Lacs against the last year Loss after tax of Rs. 7654 Lacs.Your Directors hope better prospects in years to come The main reason for non-recovery ofDepreciation and Interest in total are as under: 1. High Inflation rate faced by Indianeconomy. 2. Coal Price Petroleum Products Transportation Costs on Peak Levels. 3.Declining in hotel rooms and occupancy rates. 4. High Competition and low operatingMargin. The Company is taking necessary steps to perform better in coming years. Thedetailed Management Discussion & Analysis Report is attached hereto with theDirectors' Report and should be read as part of this Directors' Report.
Segments Paper Division
We are pleased to inform to our stakeholders that at present the Company ismanufacturing the following Products: a. Paper Board b. Newsprints
Benefits of Manufacturing Paper Board
1. Demand has been increased by reason of increase in the volume of packaged materialby consumers.
2. As the plastic bags are hazardous for environment hence demand of Paper Board hasalso been increased.
3. Almost manufacturing are based on orders/ demands hence the risk of spoilage areless.
4. Less expenditure on stock/ inventory management.
Benefits of Manufacturing Newsprints
1. Demand for Newsprints paper is increased.
2. The realization of payment is better with less risk of bad debts.
3. Final Product is exempt from Excise Duty.
The Detail of Paper Board & Newsprints manufacture and sale during the Fiscal year2016-17 and 2015-16 are as under:
|Particular ||2016-17 ||2015-16 |
|Production ||65800 (In MT) ||75080 (In MT) |
|Sale ||65709607 (In Kgs) ||75119330 (In Kgs) |
The Hotel Division started its operation w. e. f. 15-02-2009 under the Brand"Country Inn & Suites" and has applied for "FOUR STAR" categorydated 31st May 2017 with 216 Rooms. Due to increased room inventory and heavycompetition in Delhi NCR; the Average Room Revenue has steeply decreased and resulting lowEBITDA margin in Hotel Division.
As the Company has suffered losses during current year due to the increase in the rawmaterial cost increase in Petroleum products worldwide increase in the Coal price by theCentral Govt. declining in the occupancy and room rental in hotel division and increasedrate of interest.
In view of the aforesaid facts your Directors regret their inability to recommend anydividend for the financial year ended 31stMarch 2017.
DIRECTORS AND KMPs
In accordance with the provisions of the Companies Act 2013 and the Company's Articlesof Association Mr. Praveen Kumar Jain and Mr. Shiv Pravesh Chaturvedi are liable toretire by rotation and being eligible offer themselves for re-appointment. The briefresumes of the directors who are to be appointed/ re-appointed and have been appointedthe nature of their expertise in specific functional areas names of companies in whichthey have held directorships committee memberships/ chairmanships their shareholdingsetc. are furnished in Corporate Governance Report attached with this report.
Appointment/ Resignation of Independent Directors
Mrs. Anjum Saxena was appointed as Independent Director of the Company in its AnnualGeneral Meeting dated 19th day of September 2016 and further resigned from thepost w.e.f. 27th August 2016 pursuant to provisions of the Companies Act. Mr.Krishan Gopal Sharma has been appointed as the Independent Director of the Company in itsBoard Meeting as on 14th August 2017 as per the provisions of the CompaniesAct. We seek your support and approval in confirminghis appointment in the forthcomingAnnual General Meeting.
Appointment/ Resignation of Director on the Board
Mrs. Monisha Chaudhary was resigned from the directorship dated 12thAugust2016. Further the Company has appointed Ms. Neha Gupta as Additional Director of theCompany w.e.f. 14thJanuary 2017 pursuant to the provisions of the CompaniesAct upto the date of AGM and now she proposed to be appointed as Director of the Companyin the ensuing Annual General Meeting.
Appointment/ Resignation of Company Secretary
Mrs. Monisha Chaudhary (M. No.-36744) was resigned from the post of Company Secretarydated 15th December 2016. Further the Company has appointed Ms. Neha Gupta (M.No.-45929) as Company Secretary of the Company w.e.f. 14thJanuary 2017pursuant to Section 203 of the Companies Act 2013.
Appointment/ Resignation of CFO
Mr. Parmod Jain was resigned from the post of Chief Financial Officer of the Companydated 13th September 2016. Further the Company has appointed Mr. Parv Jain asChief Financial Officer of the Company w.e.f. 19th September 2016 pursuant toSection 203 of the Companies Act 2013.
Renewal/ Re-appointmentof term of Whole Time Director
Pursuant to the provisions of Section 190 196 197 and other applicable provisions ofthe Companies Act 2013 and Rules made thereunder Mr. Abhey Jain need to be re-appointedfor a further tenure of three years commencing from 10th December 2017 in theensuingAnnual General Meeting.
Declaration by Independent Directors
The Independent Directors have submitted their disclosures to the Board confirming thatthey fulfill all the requirements to qualify for their appointment as Independent Directorunder the provisions of the Companies Act 2013 and asper SEBI (LODR) Regulations 2015.
The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors which include criteria for performanceevaluation of the Non-Executive Directors and Executive Directors pursuant to theprovisions of the Act and the Corporate Governance requirements as prescribed bySecurities & Exchange Board of India (SEBI) under SEBI (LODR) Regulations 2015. TheCompany has devised an evaluation matrix for the performance evaluation and collates theevaluation results internally. A meeting of Independent Director was held on 31st March2017 without the attendance of other directors (Non-Independent) to review the performanceof Non-Independent Directors the Board as a Whole Chairman of the Company/ Meetings toassess the flow of information between Company Management and the Board. It was noted thatthe Board is broad based information is timely provided decisions are taken after duedeliberations Board members are encouraged by the Chairman to participate and offer theirindependent advise based on their experience and act in the best interest of the companyand its stakeholders.
There are no material changes occurred in between the Financial Year ended on 31stMarch 2017 and date of the report of the Company which affects the financial position ofthe Company except those disclosed in this Board's Report.
The Company accepted deposits from the public and details relating to unpaid orunclaimed deposits or default in repayment of deposit as on 31st March 2017 ascovered under Chapter V of the Act are as follows:-
|1. ||Accepted during the year ||NIL |
|2. ||Remained unpaid or unclaimed as at the end of the year ||Rs. 216967/- |
|3. ||Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved- ||Yes Default of Supply against advance Rs. 216967/- |
|4. ||At the beginning of the year ||Rs. 216967/- |
|5. ||Maximum during the year ||Rs. 216967/- |
|6 ||At the end of the year ||Rs. 216967/- |
|7 ||Details of deposits which are not in compliance with the requirements of Chapter V of the Act ||Advance Received from Customers |
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 theCompanies (Accounts) Rules 2014 with respect to conservation of energy technologyabsorption and foreign exchange earnings/ outgo is included in Annexure I.However the Company is taking care of latest developments and advancements in technologyand all steps are being taken to adopt the same. The Company is using indigenoustechnology which is well established in the Country.
PARTICULARS OF EMPLOYEES
The table containing the names and other particulars of employees in accordance withthe 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 isappended as Annexure II to this Report.
The Company does not have any employees employed throughout the Financial Year and inreceipt of remuneration of Rs.1.02 Crore or more or employed for part of the year and inreceipt of Rs.8.5 Lakh or more a month under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
HUMAN RESOURCE DEVELOPMENT
The Company has been successful in building a performance oriented culture with highlevels of engagement and empowerment in an environment of teamwork. The focus has been oncreating reserves through cross functional and inter-disciplinary exposure at all levelsto ensure redundancy and robustness in the organization. The morale of the team is at ahigh level.
A vigil mechanism of the Company which also includes a Whistle Blower Policy pursuantto Section 177(9) & 10 of Companies Act 2013 has also been established and can beaccessed on the Company website at www.magnumventures.in".
The Audit Committee comprised of Independent Directors namely Mr. Subash Oswal(Chairman) and Mr. Rakesh Garg (Member). Thereafter the Audit Committee reconstituteddated 14.01.2017 and comprised of Mr. Subash Oswal (Chairman) Mr. Rakesh Garg (Member)and Mr. Praveen Kumar Jain (Member).All the recommendations made by the Audit Committeewere accep ted by the Board.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprised of Independent Directors namely Mr.Subash Oswal (Chairman) and Mr. Rakesh Garg (Member). Thereafter the Nomination andRemuneration Committee reconstituted and comprised of Mr. Subash Oswal (Chairman) Mr.Rakesh Garg (Member) and Mr. Praveen Kumar Jain (Member). All the recommendations made bythe Nomination and Remuneration Committee were accepted by the Board. Further also theCommittee was reconstituted dated 29th May 2017 as Mr. Rakesh Garg appointedas Chairperson of the Committee in place of Mr. Subash Oswal. The Nomination andRemuneration Policy has also been framed by the Nomination and Remuneration Committee andcan be accessed on the Company website at www.magnumventures.in".
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee comprised of Independent Directors namely Mr.Subash Oswal (Chairman) and Mr. Rakesh Garg (Member). Thereafter the StakeholdersRelationship Committee reconstituted and comprised of Mr. Subash Oswal (Chairman) Mr.Rakesh Garg (Member) and Mr. Praveen Kumar Jain (Member). All the recommendations made bythe Stakeholders Relationship Committee were accepted by the Board.
MEETINGS OF THE BOARD
The Board of Directors met at Seven times on 26th April 2016 30th May2016 12th August 2016 13th September 2016 12thNovember 2016 14th January 2017 and 14th February 2017 during theFinancial Year 2016-17.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
No disclosure or reporting is required in respect of Loans guarantees and investmentscovered under Section 186 of the Companies Act 2013 as there was no transaction under theabove stated heads.
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the Financial Year were onarm's length and were in the ordinary course of business. All Related Party Transactionswere placed before the Audit Committee of the Board of Directors for their approval. TheAudit Committee has granted omnibus approval for Related Party Transactions as per theprovisions and restrictions contained in the Listing Agreement. The Company has formulateda policy on materiality of Related Party Transactions and also on dealing with RelatedParty Transactions. The policy is available on the Company's websitewww.magnumventures.in. The current and the future transactions are/ will be deemed to bematerial' in nature as defined in Regulation 23 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015("SEBI (LODR) Regulations 2015") asthey may exceed 10 per cent of the annual consolidated turnover of the Company as per thelast audited financial statements of the listed entity. All related party transactionsshall 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 approvalof shareholders through resolution and the related party shall abstain from voting on suchresolution 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 2013entered and continuedduring the Financial Year areattached herewith in Form AOC -2 as AnnexureIII.
Your Company has established the Risk Management System to mitigate the risk faced bythe Company in the ordinary course of business. In the opinion of the Board there is norisk which may threaten the existence of the Company.
INTERNAL FINANCIAL CONTROL
As per the Report of Internal Financial Control the auditors observed that Companydoes not have adequate internal financial control system commensurate with the size of theCompany and the nature of its business with regard to the sale of goods as inability tocollect sale proceeds. The Board of Directors of the Company assured to resolve the issueand maintain the internal financial control adequately.
We believe that good and effective Corporate Governance is more of an organizationalculture than a mere adherence to rules. Laws alone cannot bring changes and transformationand voluntary compliance both in form and in substance plays an important role indeveloping system of good Corporate Governance. Good Corporate Governance and RiskManagement frameworks put in place over the years ensure a value-driven approach soundbusiness practices fundamentally strong control environment strong information systemseffective early warning mechanisms and real-time response system. The Company is incompliance of all mandatory requirement of Corporate Governance as stipulated under SEBI(LODR) Regulations 2015 with the Stock Exchanges. For the year ended March 31 2017 thecompliance status is provided in the Corporate Governance section of the Annual Report. ACertificate issued by CS Munish Kumar Sharma Company Secretary in Practice on confirmingcompliance of the conditions of Corporate Governance stipulated in Regulations 17 to 2022 23 25 26 27 and clauses (b) to (g) (i) of sub-regulation (2) of Regulation 46 andpara C D & E of Schedule V of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBIRegulations") for the period April 1 2016 to March 31 2017 is annexed in AnnexureIV .
AUDITORS AND AUDITORS' REPORT Statutory Auditors
At the Annual General Meeting held on 10th September 2014 M/s Aggarwal& Rampal Chartered Accountants (FRN: 003072N) were appointed as Statutory Auditorsof the Company to hold office till the conclusion of the 38th Annual GeneralMeeting to be held in year 2018. In terms of the first proviso to Section 139 of theCompanies Act 2013 the appointment of the auditors shall be placed for ratification atevery Annual General Meeting. Accordingly the appointment of M/s Aggarwal & RampalChartered Accountants as Statutory Auditors of the Company is placed for ratification bythe shareholders.
The notes on financial statements referred to in the Auditor's report areself-explanatory and do not call for any further comments.
The Auditor's Report does not contain any qualification reservation or adverse remark exceptthe following:
In Audit Report
1. The Company's 5 (Five) star License for Hotel Business issued from theMinistry of Tourism Govt. of India expired on 28thJuly 2015 which is yet tobe renewed.
2. Debtors including Rs. 2662.41 lacs which are due for more than 6 months outof which debtors of Rs. 7.65 lacs are under litigation.
3. The Company has received advance from customers Rs. 216967 against supplyof Goods which is outstanding from more than 365 days.
4. The number of non-executive directors is not in accordance with the minimumrequirement as per Regulation 17 of the SEBI (LODR) Regulations 2015. And Number ofindependent directors is also less than the minimum requirement as per Section 149(4) ofthe Companies Act 2013.
5. The Company has received communication from M/s Alchemist AssetsReconstruction company Ltd. (AARC) that following Banks have assigned their dues toAlchemist Assets Reconstruction company Ltd. (AARC) as per details mentioned below:
|Name of the Bank ||Month of Assignment |
|Oriental Bank of Commerce ||December 2015 |
|Allahabad Bank ||December 2015 |
|Punjab National Bank ||December 2016 |
|Indian Overseas Bank ||March 2017 |
The interest for the current year for the above mentioned loan is not booked and theprovision for Notional interest for the abovementioned Loan of Rs. 111.56 Crores which wasprovided for in previous year isreversed during the year .
6. Internal audit of the Company was not conducted for the last quarter of theF.Y. 2016-17.
7. Balances of Debtors & Creditors are subject to confirmation andreconciliation consequential effect (if any) on the Financial Statement remainsunascertained.
1. The Company has defaulted in the repayment of loans and borrowings tofinancial institutions and Banks. The Company has received Communication from M/sAlchemist Assets Reconstruction Company Limited which is assigned by Banks for recovery oftheir dues.
In Report of Internal Financial Control
1. The Company does not have adequate internal financial control system commensuratewith the size of the Company and the nature of its business with regard to the sale ofgoods as inability to collect its sale proceeds.
In Audit Report
1. The Company has applied for 4 (Four) Star License for Hotel Business issued fromMinistry of Tourism dated 31stMay 2017.
2. The Company is following with the debtors for recovery of old dues and takingnecessary steps for recovering the old dues amount. Further Company has filed case u/s 138of Negotiable Instrument Act 1881 for debtor of Rs. 110.13 lacs and expected to recoversoon.
3. The Company is strategically dealing with the customer to start fresh businessagainst advance and also taking steps for recovering old dues.
4. The Board of Directors proposed the name of Mr. Krishan Gopal for confirmation asIndependent Director of the Company in the ensuing Annual General Meeting so as to fulfillthe requirements of Regulation 17 of SEBI (LODR) regulations 2015
5. The Company received communication that Oriental Bank of Commerce Allahabad BankPunjab National Bank and Indian Overseas Bank has assigned their dues to M/s AlchemistAssets Reconstruction Company Ltd. (AARC). The Company is in the discussion with M/sAlchemist Assets Reconstruction Company Ltd. (AARC) to re-structure the accountconsidering the economic scenario and AARC in-principally agreed to re-structure thedebts. Based on this the probability of payment of interest prior to assignment of debtsseems remote. Hence we have not booked interest for the current year for the debtsassigned to AARC and provision for notional interest is also reversed.
6. The Internal Auditor resigned on 01.01.2017 and Company has appointed Mr. SushilKumar Verma as its internal Auditor dated 26.04.2017 for the F.Y. 2017-18.
7. Balance of debtors and creditors are confirmed by the management.
The Company has received communication from M/s Alchemist Assets Reconstruction CompanyLimited which is assigned by Banks for recovery of their dues. The Company is indiscussion M/s Alchemist Assets Reconstruction Company Limited to re-structure the amountof debts.
In Report of Internal Financial Control
Company isdeveloping adequate internal financial control and also hiring professionalsfor the same.
Companies (Cost Records and Audit) Amendment Rules 2014 mandates Paper Industry to getthe audit of its cost records after a prescribed turnover of the product for the FinancialYear commencing on or after 1st April 2015. And the Company is required to getits cost record audited for the Financial Year 2016-17. M/s V.K. Dube& Co. CostAccountants is appointed as Cost Auditors of the Company to audit the cost records of theCompany for Financial Year 2016-17. Particulars of Cost Auditors' are mentioned below:
|Name of the Cost Auditor's Firm ||V.K. Dube & Co. Cost Accountants |
|Membership Number of Cost Auditor ||00343 |
|Address: ||T II/206 Gulmohar Enclave Nehru Nagar III Ghaziabad U.P. |
|E-mail id ||email@example.com |
M/s. B L Chakravarti & Associates Chartered Accountants (M. No.- 401638) was theInternal auditor of the Company but due to their resignation dated 01stJanuary 2017 the Company appointed Mr. Sushil Kumar Verma as Internal Auditors of theCompany w.e.f. 26thApril 2017. Particulars of Internal Auditors' are mentionedbelow:
|Name of the Internal Auditor ||Mr.Sushil Kumar Verma |
|Address: ||Cedar-I/110 Gulmohar Enclave Rakesh Marg Nehru Nagar |
| ||III Ghaziabad Uttar Pradesh |
|E-mail id ||www.magnumventures.in. |
The Board has appointed M/s. Munish K Sharma & Associates Company Secretaries toconduct the Secretarial Audit of the Company for Financial Year 2016-17. The SecretarialAudit Report for the Financial Year ended 31st March 2017 is annexed herewithmarked as Annexure V to this Report. Particulars of Secretarial Auditors'are mentionedbelow:
|Name of the Secretarial Auditor's ||M/s Munish K Sharma & Associates Company Secretaries |
|Firm || |
|Membership Number of Secretarial ||F-6031 |
|Auditor || |
|Address: ||AAF 14 Shipra Krishna Azure Kaushambi Ghaziabad U.P.- |
| ||201010 |
|E-mail id ||firstname.lastname@example.org |
The Secretarial Auditor's report is self-explanatory and do not call for any furthercomments except for the following:
1. The composition of Board of Directors Audit Committee and Nomination &Remuneration Committee is not as per the provisions of applicable laws and regulationshowever as representation made by the management the Company has found a suitablecandidate to appoint as an Independent Director on the Board to comply with therequirement of composition of Board of Directors Audit Committee and Nomination &Remuneration Committee.
Director's Response: The Board of Directors proposed the name of Mr. Krishan Gopalfor confirmation as Independent Director of the Company in the ensuing Annual GeneralMeeting so as to fulfill the requirements of Regulation 17 of SEBI (LODR) regulations2015
2. The Company has submitted the Annual Audited Financial Statements for theyear ended 31st March 2016 and disclosure under SEBI (SAST) Regulations forthe quarter ended 31st March 2016 to the Stock Exchange with delay of one day.
Director's Response: Due to some technical fault the company was unable to submitthe Annual Audited Financial Statements and disclosure under SEBI (SAST)Regulations .
3. The Company has not submitted outcome of the Board Meeting dated 14/02/2017with Stock Exchange in which unaudited financial results were approved.
Director's Response: TheCompany assures that this mistake will be taken care of infuture.
4. The Company has neither obtained Compulsory Insurance nor establishedgratuity fund for securing the payment of Gratuity.
Director's Response: As per section 4A of the Payment Gratuity Act 1972 we are notin possession of any Notification from the Appropriate Government (UP) or the relateddepartment of the date from which such Compulsory Insurance is binding on us. However weare following the procedure of payment of gratuity to the entitled employees leaving theorganization.
5. The Company has received Rs. 216967 as advance from customers againstsupply of goods outstanding for more than 365 days which is covered under the definitionof "Deposits" as per Rule 2(c) (xii) (a) of the Companies (acceptance ofDeposits) Rules 2014. This deposit is in contravention of the manner or the conditionsprescribed under section 73 of the Companies Act 2013. However no provision/ contingentliability for any penalty/ interest has been booked by the Company.
Director's Response: The Company is strategically dealing with the customer tostart fresh business against advance and also taking steps for recovering old dues.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of the provisions of section 134(5) of the Companies Act 2013 and to thebest of their knowledge and belief and according to the information and explanationsobtained by them and save as mentioned elsewhere in this Report the attached AnnualAccounts and the Auditors' Report thereon your Directors confirm that:
a. in preparation of the annual accounts for the financial year ended 31stMarch2017 the applicable Accounting Standards have been followed and there is nomaterial departure from the same;
b. the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of 31stMarch 2017 and of the profit and loss of the Company for that period;
c. the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe 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 andthat 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 ofall 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 ortribunals impacting the going concern status and Company's operations in future.
PREVENTION OF SEXUAL HARASSMENTPOLICY
The Company has in place a Prevention of Sexual Harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013 and the policy is available on the Company's websitewww.magnumventures.in. An Internal Complaints
Committee has been set up to redress complaints received regarding sexual harassment.All employees (permanent contractual temporary trainees) are covered under this policy.During the year 2016-17 no complaints were received by the Company related to sexualharassment.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as
Annexure VI .
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report is part of this report and attached as AnnexureVII.
STOCK EXCHANGE LISTING
The shares of the Company are listed on the Bombay Stock Exchange (BSE) and NationalStock Exchange (NSE). The listing fee for the Financial Year 2017-18 has already been paidto the Bombay Stock Exchange and National Stock Exchange.
ENVIRONMENTAL PROTECTION HEALTH AND SAFETY
During the year the Company enhanced its efforts to address Health Safety andEnvironment matters. The Safety & Health of employees and external stakeholders areembedded in the core organizational values of the Company. The Health & Safety Policyaims to ensure safety of public employees plant & equipment ensure compliance withall statutory rules and regulations imparting training to its employees carrying outsafety audits of its facilities and promoting eco -friendly activities. The Companycontinues to maintain excellent track record on safety. The site had no accidents duringthe year 2016-17. MVL also has a Committee for the safeguard of its workmen. ThisCommittee meets at regular intervals to take measures for worker's protection in order tomake 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 orby the Company or any fraud in the Company by its officers or employees has been noticedor reported during the year.
NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES / JOINTVENTURES / ASSOCIATE COMPANIES DURING THE YEAR
No Company has become or ceased to be subsidiary/joint venture/associate company of theCompany during the year under review. Hence Form AOC-1 containing salient features of thesubsidiary/joint venture/associate company is not required.
The paid up share capital of the Company is Rs. 626018840/- (Rupees Sixty Two CroreSixty Lakhs Eighteen Thousand Eight Hundred and Forty Only) comprising of 37601884fully paid up equity shares of Rs. 10/- each amounting to Rs. 376018840/- and 2500000fully paid up Non-Convertible and Non- Cumulative Preference Shares of Rs. 100/-eachamounting to Rs. 250000 000/-.
(a) Right Issue/ Preferential Issue of Shares:
The Company has not made any allotment of securities on Right Issue/ Preferential Issuebasis during the Financial Year 2016-17.
(b) Bonus Issue:
The Company has not made any bonus issue of securities during the Financial Year2016-17.
(c) Buy-back of Securities:
The Company has not made buy-back of any of the securities during the Financial Year2016-17.
(d) Issuance of Equity Shares with differential rights:
The Company has not issued Equity Shares with differential rights during the FinancialYear 2016-17.
(e) Issuance of Sweat Equity Shares:
The Company has not issued Sweat Equity Shares during the Financial Year 2016-17.
(f) Issuance of Employees Stock Option Scheme:
The Company has not issued securities under Employees Stock Option Scheme duringFinancial Year 2016-17.
Your Directors take this opportunity to place on record their sincere appreciation forthe co-operation and assistance the Company has received from Bankers and variousGovernment Departments. The Board also places on record its appreciation of the devotedservices of the employees support and co-operation extended by the valued businessassociates and the continuous patronage of the customers of the Company.
|For and on Behalf of the Board |
|MAGNUM VENTURES LIMITED |
|Sd/- ||Sd/- |
|Pradeep Kumar Jain ||Abhey Jain |
|Managing Director ||Whole -Time Director |
|DIN: 00024879 ||DIN: 01876385 |
|Add: 111/3 Darya Ganj ||Add: 113/3-4 Ansari Road |
|New Delhi -110002 ||Darya Ganj New Delhi -110002 |
Date: 14thAugust 2017
Place: New Delhi