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Magnum Ventures Ltd.

BSE: 532896 Sector: Industrials
NSE: MAGNUM ISIN Code: INE387I01016
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VOLUME 22319
52-Week high 23.85
52-Week low 2.67
P/E
Mkt Cap.(Rs cr) 50
Buy Price 13.19
Buy Qty 77364.00
Sell Price 0.00
Sell Qty 0.00

Magnum Ventures Ltd. (MAGNUM) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 36th Annual Report on business andoperations along with Audited Annual Accounts for the Financial Year ended 31st March2016. The financial highlights for the year under review are given below:

FINANCIAL HIGHLIGHTS

(Amount Rs. in lacs)

Particulars Financial Year ended 31st March 2016 Financial Year ended 31st March 2015
Total Income 23106.04 22392.26
Total Expenditure 32557.04 26983.06
Profit /(Loss) Before Tax -9451.00 -4590.80
Effect of Extra Ordinary Item 284.61 -2739.87
Provision for tax 0.00 0.00
Income Tax for Earlier Years 0.00 1.20
Deferred Tax 0 0
Profit After Tax -9166.39 -7331.87
Balance b/ f from Last Year -1342.07 -6065.62
Effect due to application of Schedule II 0.00 -23.19
Balance Carried to Balance Sheet -10508.46 -13420.69
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) -18719.27 -9552.87
Earnings per share -24.38 -19.50

REVIEW OF OPERATIONS AND STATE OF COMPANY’S AFFAIR

Year in Retrospect

During the year under review total income of the Company was Rs. 23106.04Lacs asagainst Rs.22392.26Lacs in the previous year reflecting Y-O-Y growth of 3.18%. During thecurrent reporting period the Company has suffered a loss of Rs. 9166.39lacs.Depreciation of Rs. 2424.55 Lacs and interest accrued of Rs. 5327.59 Lacs.

The main reason for non-recovery of Depreciation and Interest in total are as under:

1. High Inflation rate faced by Indian economy.

2. Coal Price Petroleum Products Transportation Costs on Peak Levels. 3. Declining inhotel rooms and occupancy rates. 4. High Competition and low operating Margin. (Formerlyknown as Magnum Papers Limited)

The Company is taking necessary steps to perform better in coming years.

The detailed 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 plasting 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 year2015-16 and 2014-15 are as under:

(In MT)
Particular 2015-16 2014-15
Production 75080 71693
Sale 75019 71676

Hotel Division

The Hotel Division started its operation w. e. f. 15-02-2009 under the Brand"Country Inn & Suites" and having "FIVE STAR" category with 216Rooms. Due to increased room inventory and heavy competition in

Delhi NCR; the Average Room Revenue has steeply decreased and resulting low EBITDAmargin in Hotel Division.

DIVIDEND

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 31st March 2016.

DIRECTORS AND KMPs

In accordance with the provisions of the Companies Act 2013 and the Company’sArticles of Association Mr. Pramod Kumar Jain and Mr. Abhey Kumar Jain 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.

Resignation by Independent Directors

Mr. Shri Krishan Jain and Mr. Naveen Jain served their resignation dated 28.01.2016 tothe Company which was noted by the Board of Directors in their meeting dated 12thFebruary 2016.

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 as the Listing Agreement.

Resignation of Nominee Director

Mr. B N Mishra Nominee Director on behalf of Punjab National Bank has tendered hisresignation letter dated 20.07.2015 to the Company and was accepted.

Regularisation of Additional Director

Ms. Monisha Chaudhary who was appointed as the additional director of the Companyw.e.f. 12.02.2015 has been regularized in the 35th Annual General Meeting dated 25thSeptember 2015 by the shareholders of the Company.

Renewal/ Reappointment of term of Managing Director

Pursuant to the provisions of Section 190 196 197 and any other applicable provisionsof Companies Act

2013("the Act") and rules made thereunder Mr. Pradeep Kumar Jain (DIN:00024879) was re-appointed as the Managing Director of the Company w.e.f. 04.02.2016. Hisappointment has been ratified by the shareholders in the 35th Annual General Meeting dated25th September 2015.

Board Evaluation

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 30th March2016 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.

MATERIAL CHANGES

During the financial year 2015-16 Punjab National Bank Lead member of consortiumlenders has withdrawn the nomination of Mr. Bikash Narayan Mishra from the post of NomineeDirector in the Company. And the Board has noted in its meeting dated 30th July 2015 thecessation of Mr. Bikash Narayan Mishra.

PUBLIC DEPOSITS

During the year under report your Company did not accept any deposits from the publicin terms of the provisions of Companies Act 2013.

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. Howeverthe Company is taking care of latest developments and advancements in technology and allsteps are being taken to adopt the same. The Company is using indigenous technology whichis 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.

VIGIL MECHANISM

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.

AUDIT COMMITTEE

The Audit Committee comprised of Independent Directors namely Mr. Shri Krishan JainChairman and Mr. Rakesh Garg Mr. Naveen Jain as other members. Thereafter the AuditCommittee reconstituted and comprised of Mr. Subash Oswal Mr. Shri Krishan Jain Mr.Naveen Jain and Mr. Rakesh Garg as members. All the recommendations made by the AuditCommittee were accepted by the Board. However Mr. Shri Krishan Jain and Mr. Naveen Jainresigned from the Board w.e.f 28.01.2016 thereby disturbing the composition of the AuditCommittee.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprised of Independent Directors namely Mr.Shri Krishan Jain Chairman and Mr. Rakesh Garg Mr. Naveen Jain as other members.Thereafter the Nomination and Remuneration Committee reconstituted and comprised of Mr.Subash Oswal Mr. Shri Krishan Jain Mr. Naveen Jain and Mr. Rakesh Garg as members. Allthe recommendations made by the Nomination and Remuneration Committee were accepted by theBoard. However Mr. Shri Krishan Jain and Mr. Naveen Jain resigned from the Board w.e.f28.01.2016 thereby disturbing the composition of the Nomination and RemunerationCommittee.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprised of Independent Directors namely Mr.Shri Krishan Jain Chairman and Mr. Rakesh Garg Mr. Naveen Jain as other members.Thereafter the Stakeholders Relationship Committee reconstituted and comprised of Mr.Subash Oswal Mr. Shri Krishan Jain Mr. Naveen Jain and Mr. Rakesh Garg as members. Allthe recommendations made by the Stakeholders Relationship Committee were accepted by theBoard. However Mr. Shri Krishan Jain and Mr. Naveen Jain resigned from the Board w.e.f28.01.2016.

MEETINGS OF THE BOARD

The Board of Directors met at six times on 4th May 2015 30th July 2015 13th August2015 12th November 201513th January 2015 and 12th February 2016 during the FinancialYear 2015-16.

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 PartyTransactions were placed before the Audit Committee of the Board of Directors for theirapproval. The Audit Committee has granted omnibus approval for Related Party Transactionsas per the provisions and restrictions contained in the Listing Agreement. The Company hasformulated a policy on materiality of Related Party Transactions and also on dealing with

Related Party Transactions. The policy is available on the Company’s websitewww.magnumventures.in. The current and the future transactions are/ will be deemed to be‘material’ in nature as defined in Regulation 23 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015("SEBI (LODR) Regulations2015")as they may exceed 10 per cent of the annual consolidated turnover of theCompany as per the last audited financial statements of the listed entity. All relatedparty transactions shall require prior approval of the audit committee as per Regulation23 (2) of the SEBI (LODR) Regulations 2015 and all material related party transactionshall require approval of shareholders through resolution and the related party shallabstain from voting on such resolution whether the Company is a related party to theparticular transaction or not.

RISK MANAGEMENT

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

The Company has in place internal financial controls with reference to financialstatements.

CORPORATE GOVERNANCE

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 2016 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 Clause 49 of the Listing Agreement of the Companywith the Stock Exchanges ("Listing Agreement") for the period April 1 2015 toNovember 30 2015 and 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 & Eof Schedule V of Regulation 34of the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations 2015 ("SEBI Regulations") for theperiod December 1 2015 to March 31 2016 is annexed in Annexure III.

AUDITORS AND AUDITORS’ REPORT Statutory Auditors

At the Annual General Meeting held on 10th September 2014 M/s Aggarwal & RampalChartered Accountants (FRN: 003072N) were appointed as Statutory Auditors of the Companyto hold office till the conclusion of the 38th Annual General Meeting to be held in year2018. In terms of the first proviso to Section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification at every Annual GeneralMeeting. Accordingly the appointment of M/s Aggarwal & Rampal Chartered Accountantsas Statutory Auditors of the Company is placed for ratification by the 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 adverseremark except the following:

In Audit Report

1. Debtors including Rs. 1098.35 lacs which are due for more than 6 months out of whichdebtors of Rs. 110.13.lacs are under litigation.

2. No provision has been made by the Company for outstanding claims receivable from itssuppliers for Rs. 1394.88 lacs.

3. The Company has got exit from the CDR Package on account of failure of approvedrestructuring package.

4. Balances of Debtors and Creditors are subject to confirmation and reconciliationconsequential effect.

In CARO

1. The Company has defaulted in the repayment of loans and borrowings to financialinstitutions. The Company has got exit from the CDR Package on account of failure ofapproved restructuring package.

Directors Response

In Audit Report

1. 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

2. The Company is following with the suppliers for recovery of outstanding claims andtaking necessary steps for recovering the old dues amount.

3. The Company got final approval of 2nd Re-work package from CDR EG on 31-01-2014 andMRA signed by all the banks on 31-07-14. Banks has to reconcile each account as perstipulations of CDR package and re-calculate the interest with retrospective effect i.e.from 01-04-2013 and necessary adjustment entries to be recorded in the system. In February16 all the banks approached CDR EG to exit the account from CDR and given their mandatefor exit from CDR and CDR EG approved the Exit Proposal vide letter dated 22nd March 2016.After the exit from CDR the stipulation of CDR packages stands null & void.

4. Balance of debtors and creditors are confirmed by the management.

In Caro

The Company got approval from CDR EG for second rework vide LOA dated 30th December2013 and as per CDR guidelines the package should be implemented within 120 days from thedate of approval. None of the member banks implemented the packages as per CDR Guidelines.In February 16 all the banks approached CDR EG to exit the account from CDR and giventheir mandate for exit from CDR and CDR EG approved the Exit Proposal vide letter dated22nd March 2016. After the exit from CDR the stipulation of CDR packages stands null& void

COST AUDITORS

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 get its costrecord audited for the Financial Year 2015-16. M/s V.K. Dube & Co. Cost Accountantsis appointed as Cost Auditors of the Company to audit the cost records of the Company forFinancial Year 2015-16.

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 vkdube.costaccountant@gmail.com

INTERNAL AUDITOR

M/s B L Chakravarti& Associates Chartered Accountants is appointed as InternalAuditors of the Company.

Particulars of Internal Auditors’ are mentioned below:

Name of the Internal Auditor’s Firm M/s B L Chakravarti& Associates Chartered Accountants
Membership Number of Internal 401638
Auditor
Address: AAF 02 Shipra Krishna Azure Kaushambi Ghaziabad U.P.- 201010
E-mail id blchakravarti.associates@gmail.com

SECRETARIAL AUDITOR

The Board has appointed M/s. Munish K Sharma & Associates Company Secretaries toconduct the Secretarial Audit of the Company for Financial Year 2015-16. The SecretarialAudit Report for the Financial Year ended 31st March 2016 is annexed herewith marked as AnnexureIV to this Report.

Particulars of Secretarial Auditors are mentioned below:

Firm
Membership Number of Secretarial F-6031
Auditor
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 anyfurther comments except for the following:

1. The Company has not renewed its 5 (Five) Star License for Hotel Business issued fromMinistry of Tourism which has expired on 28th July 2015. However the Company is stillcarrying on its business in 5 (Five) Star category.

Director’s Response:

The Company is in process to renew its 5 (Five) Star License for Hotel Business issuedfrom Ministry of Tourism which has expired on 28th July 2015

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 31st March2016the applicable Accounting Standards have been followed and there is no material departurefrom the same;

b. the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of 31st March 2016 and of theprofit and loss of the Company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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. thedirectors had laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and are operating effectively; and f. thatthe Directors had devised proper systems to ensure compliance with the provisions of allapplicable 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 HARASSMENT POLICY

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. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. During the year 2015-16 no complaintswere received by the Company related to sexual harassment.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as Annexure V.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is part of this report and attached as AnnexureVI. 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 2016-17 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 2015-16. MVL also has a Committee for the safeguard of its workmen. ThisCommittee meets at regular intervals to take measures for worker’s protection inorder to make the Company a safe place to work.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB- SECTION (12) OF SECTION143

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.

CAPITAL STRUCTURE:

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 2500000Non- Cumulative Preference Shares of Rs. 100/- each amounting to Rs. 250000000/- . TheCompany has neither made any issue/allotment nor made any buy back of securities duringthe Financial Year 2015-16.

(Formerly known as Magnum Papers Limited)

ACKNOWLEDGEMENT

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/-
Date: 12th August 2016 Pradeep Kumar Jain Abhey Kumar Jain
Place: Delhi Managing Director Whole Time Director

ANNEXURE-I

A. Disclosure of Particulars with respect to Conservation of Energy : Power andfuel Consumption

1 Electricity (a) Purchased

Year (2015-16) Year (2014-15)
Unit 10999788 10590203
Total
Amount 88956788 80796048
Rate/Unit 8.09 7.63
(b) Own generation
(i) Through Diesel Generator
Unit 1047060 464940
Units per ltr. of diesel oil 3.00 3.00
Cost/Units 15.02 18.23
(ii) Through steam turbine
Units 38216606 33692282
Units per kgs of Coal/Petcoke 1.17 1.18
Cost/Units 4.78 5.18

2 Coal &Pet Coke (Used for production of Paper)

Particulars
IN
Quantity MT 44881.00 39713.825
IN
Total Cost LACS 3109.83 3196.81
IN
Average rate MT 6929.06 8049.61
3 Furnace oil
Quantity Nil Nil
Total Cost Nil Nil
Average rate Nil Nil
4 Others /Internal generation (please give details)
Quantity Nil Nil
Total Cost Nil Nil
Rate/Unit Nil Nil

Consumption per unit of production

Standards (if any) Current Year Previous Year
1 2
Production Kg. 75080303 71692853
Electricity (per
Unit.) 0.67 0.62
Furnace oil Nil Nil
Coal & Pet Coke (Per kg.) 0.60 0.55
Others (Specify) Nil Nil

B. Disclosure of particulars with respect to Technology Absorption

Expenses on Research and Development - Nil
Technology absorption adoption and innovation - Nil

C. Foreign Exchange Earnings And Outgo: i. Import and Export Activities: Duringthe year under review the Company have made

Import/ Export as given below: (Amount in Rs. Lacs)
Total Import: Paper 891.63
Hotel Nil
Total Export: Paper Nil
Hotel Nil
ii. Foreign Exchange Earnings and Outgo:
Total Foreign Exchange Inflow:
Paper 584.83
Hotel
Total Foreign Exchange Outflow: Nil
Paper 27.30
Hotel

ANNEXURE II

Section 197(12) of the Companies Act 2013 read with Rule 5(1) and 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014

PART-A

(i) The ratio of remuneration of each director to the median remuneration of theemployees of the Company for the financial year;

The following table shows the ratio of remuneration of each director to the medianremuneration of the employees of the company for the financial year

Name of the Director Remuneration Median Remuneration Ratio
1. Mr. Pradeep Kumar Jain Rs. 720000 600000 1.20
2. Mr. Parmod Kumar Jain Rs. 480000 600000 0.80
3. Mr. Abhey Kumar Jain Rs. 480000 600000 0.80
4. Mr. Shiv Pravesh Chaturvedi Rs. 609900 600000 1.02
5. Ms. Monisha Chaudhary Rs. 324000 600000 0.54

(ii) The percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear;

Due to the loss suffered by the Company in the recent years the Company was not in aposition to increase the remuneration payable to the directors. Moreover the CompanySecretary and Chief financial Officer were appointed during the current year only.

(iii) The percentage increase in the median remuneration of employees in thefinancial year; There have been12.03 percent increase in the median remuneration ofemployees during the financial year 2015-16.

(iv) The number of permanent employees on the rolls of the Company The totalnumber of employees on the rolls of the Company is as follow:

At the beginning of the year: 872 At the end of the year: 856

(v) Average percentile increase already made in salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration

The average percentile increase in the salaries of employees during the financial year2015-16 has been 12.02 percent. There has been no increase in the remuneration ofmanagerial personnel pertaining to the weak financial condition of the Company.

(vi) The remuneration is as per the remuneration policy of the Company.

PART-B

The details of employees (As per the Company (Appointment and Remuneration ofManagerial Personnel) Amended Rules:

III. If employed throughout the financial year was in receipt of remuneration forthat year in the aggregate was not less than One Crore Two lakh rupees:

NOT APPLICABLE

IV. If employed for a part of financial year was in receipt of remuneration forany part for that year at a rate which in the aggregate was not less than Eight LakhFifty Thousand per month: NOT APPLICABLE

V. The table containing the names and other particulars of employees in accordancewith the provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) and5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

Name Ag e Designatio n Date of Join Date of Exit Qualification Total Experien ce Last Employer Annual Net Earning
1 Neeraj Pal Singh Tomar 43 Executive Housekeep er 12/5/2008 - PGD in Accommodatio n Management 17.6 Crowne Palaza Today Gurgaon 944446
2 Samar Goyal 31 Director of Sales - Corporate 12/6/2013 - B. Sc in Hotel Management 8.6 The Grand New Delhi 967765
3 Rajesh Kadyan 32 Director Sales - Corporate 7/12/2010 - Hotel Management 10.0 VCI Hospitality Ltd. New Delhi as Sales Manager 972049
4 Anil Tandon 57 Director - Strategic Planning 7/7/2015 2/16/2 016 Post Graduated Diploma in Hotel Management 33.1 Tivoli Group New Delhi 979853
5 Ravinder Thakur 50 General Manager (Security & Operational Control) 7/1/2009 - Graduation 29.1 Radisson MBD Hotel Noida 1033609
6 Naresh Chandra Sharma 62 Director - Human Resources 5/7/2009 - PGDBA + Dip. In HRD 39.2 AHA (Air Hostess Academy Pvt. Ltd.) 1188010
7 Rajendra Singh Bapna 66 President 13/01/201 4 _ B.Tech (Chemical 40.0 1231500
8 SushilCh ander Chug 63 General Manager 11/26/200 9 - Hotel Management 36.7 The Lalit New Delhi 1237435
9 Sukhpre et Kaur Bedi 39 Director of Business Developme nt 3/8/2010 - B.A. 21.4 Imperial Hotel 1545152
10 Mandeep Surie 46 Vice President 1/2/2014 - Hotel Management 22.6 Radisson Greater Noida 1978144

Annexure IV

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2016

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

To

The Members

MAGNUM VENTURES LIMITED

(CIN: L21093DL1980PLC010492) 685 Chitla Gate Chawri Bazar Delhi- 110006

We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by MAGNUM VENTURES LIMITED (hereinaftercalled "the Company"). Secretarial Audit was conducted in a manner that providedus a reasonable basis for evaluating the corporate conducts/ statutory compliances andexpressing my opinion thereon.

Based on our verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of Secretarial Audit we hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on 31st March 2016 compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March 2016according to the provisions of:

(i) The Companies Act 2013 (‘the Act’) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) The following Regulations and Guidelines to the extent applicable prescribedunder the Securities and Exchange Board of India Act 1992 (‘SEBI Act’):-

a) The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015;

b) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

c) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(Formerly known as Magnum Papers Limited)

d) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

e) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(vi) Apprenticeship Act 1961

(vii) Employees’ Provident Funds and Miscellaneous Provisions Act 1952 (viii)Employee State Insurance Act 1948 (ix) The Equal Remuneration Act 1976 (x) The Paymentof Gratuity Act 1972 (xi) The Minimum Wages Act 1948 (xii) The Payment of Wages Act1936 (xiii) Industrial Employment (Standing Orders) Act 1946 (xiv) Factories Act 1948(xv) Environmental Laws (xvi) Service Tax Act 1994 (xvii) Income Tax Act 1961 (xviii)The Maternity Benefit Act 1961 (xix) Excise Act 1944 (xx) Customs Act 1962 (xxi)Central Sales Tax & State VAT

(xxii) The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 (xxiii) The Contract Labour (Regulation and Abolition) Act 1970(xxiv) The Payment of Bonus Act 1965 (xxv) The Employment Exchanges (CompulsoryNotification of Vacancies) Act 1959 (xxvi) Luxury Tax Act (xxvii) The Boilers Act 1923(xxviii) The Uttar Pradesh Shops and Commercial Establishments Act 1962

(xxix) Food Safety and Standards Act 2006

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange andNational Stock Exchange.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above except to the extentmentioned below:

1. The Company has not renewed its 5 (Five) Star License for Hotel Business issued fromMinistry of Tourism which has expired on 28th July 2015. However the Company is stillcarrying on its business in 5 (Five) Star category.

2. The Company has issued Secured Debentures to the six banks (Consortium of Lenders)worth Rs. 3412.14 Lacs on 31st March 2014. The charge on such secured debentures has notbeen registered with the Registrar ofCompanies till now. However the responsible officerof the Company has explained that the charge is not required tobe registered withRegistrar of Companies as the Debentures were issued as one of the stipulations of CDRRework Package which is not implemented by Banks; hence these debentures are cancelledvide letter received from CDR EG dated 22.03.2016.

We further report that:

The composition of Board of Directors is not as per Regulation 17 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and Section 152 of theCompanies Act 2013 since January 2016. However the responsible officer of the Companyhas explained that on 28th January 2016 two of our Independent Directors have resignedfrom their offices thus leading to the disturbance in the whole Board Structure AuditCommittee Structure and Nomination and Remuneration Committee Structureand also informedthat the Company is searching for suitable candidates to take up the position in the Boardof Directors so as to fulfil the requirements of applicable regulations. However thechanges in the composition of the Board of Directors that took place during the periodunder review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period the company has no specific events /actions having a major bearing on the company’s affairs in pursuance of the abovereferred laws rules regulations guidelines standards etc. referred to above.

For Munish K. Sharma & Associates

Company Secretaries

SD/-
Munish Kumar Sharma
Company Secretary
Date: 12thAugust 2016 M. No.: F6031
Place: Kaushambi GZB UP. C.P. No. 6460

Note: This report is to be read with our letter of even date which is annexed as‘ANNEXURE A’ and forms an integral part of this report.

‘Annexure A’

To

The Members

MAGNUM VENTURES LIMITED

(CIN: L21093DL1980PLC010492) 685 Chitla Gate Chawri Bazar Delhi- 110006

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected inSecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management.Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For Munish K. Sharma & Associates
Company Secretaries
SD/-
Munish Kumar Sharma
Company Secretary
Date: 12thAugust 2016 M. No.: F6031
Place: Kaushambi GZB UP. C.P. No. 6460