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Magnum Ventures Ltd.

BSE: 532896 Sector: Industrials
NSE: MAGNUM ISIN Code: INE387I01016
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Buy Qty 500.00
Sell Price 3.66
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OPEN 3.34
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VOLUME 1000
52-Week high 7.59
52-Week low 2.80
P/E
Mkt Cap.(Rs cr) 13
Buy Price 3.34
Buy Qty 500.00
Sell Price 3.66
Sell Qty 500.00

Magnum Ventures Ltd. (MAGNUM) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 39th Annual Report onbusiness and operations along with Audited Annual Accounts for the Financial Year ended 31stMarch 2019. The financial highlights for the year under review are given below:

FINANCIAL HIGHLIGHTS

(Amount Rs. in Lakh)

Particulars Financial Year ended 31st March 2019 Financial Year ended 31st March 2018
Total Income 27866.15 25734.68
Total Expenditure 27578.06 25593.02
Profit /(Loss) Before Tax 288.09 141.66
Effect of Extra Ordinary Item 3.40 (46.95)
Provision for tax 0.00 0.00
Current Tax 56.08 18.05
Deferred Tax 241.86 0.00
Profit/(Loss) After Tax (6.45) 76.66
Paid-up Share Capital Equity Shares Preference Shares 3760.19 3760.19
2500.00 2500.00
Earnings Per Share (0.02) 0.20

REVIEW OF OPERATIONS AND STATE OF COMPANY'S AFFAIR

Year in Retrospect

During the year under review total income of the Company was Rs. 27866.15 Lakh asagainst Rs. 25734.68 Lakh in the previous year reflecting Y-O-Y Profit of 8.28%. Duringthe current reporting period the Company's Profit before tax was Rs. 291.50 Lakh asagainst Rs. 94.70 Lakh in previous year. But due to huge tax liability in the FY 2018-19the Company has incurred a loss of Rs. 6.45 Lakh as compared to Profit of Rs. 76.66 Lakhin the previous year.

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

2. Paperboard can be easily cut and formed is lightweight and because it is strongis used in packaging.

3. It is also used for high quality graphic printing such as book and magazine coversor postcards.

4. Almost manufacturing are based on orders/ demands hence the risk of spoilage areless.

5. Less expenditure on stock/ inventory management.

Benefits of Manufacturing Newsprints

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

The Detail of Paper Board & Newsprints manufacture and sale during the Fiscal year2018-19 and 201718 are as under:

Particular 2018-19 2017-18
Production 64426 (In MT) 65897 (In MT)
Sale 60777058 (In Kgs) 65748372 (In Kgs)

Hotel Division

The Company owns a hotel unit in the name of Country Inn & Suites by RadissonSahibabad. It is the first eco-friendly vegetarian concept based five-star hotel in DelhiNCR 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" and has changed its name to "CountryInn & Suites by Radisson" with effect from 17th January 2018. Thebrand owner Country Rezidor Hotel Group has globally changed name of the hotels to CountryInn &Suites by Radisson. The change in name is done as a strategy to allow the brandand the individual hotels to leverage the global recognition and strength of the Radissonbrand.

DIVIDEND

This year your Company has not earned profit so your Directors do not recommend anydividend for the financial year ended 31st March 2019.

DIRECTORS AND KMPs

In accordance with the provisions of section 152 of The Companies Act 2013 and theCompany's Articles of Association Mr. Abhey Jain and Mr. Praveen Kumar Jain Directors ofthe Company are liable to retire by rotation and being eligible offer themselves forre-appointment.

Mr. Pramod Kumar Jain (DIN: 01222952) and Ms. Neha Gupta (DIN: 07700094) Directors ofthe Company who were liable to retire by rotation re-appointed as a Director in theAnnual General Meeting held on 22nd September 2018.

Your Directors recommends for their appointment/ re-appointment. None of the Directorsof your Company are disqualified as per provision of section 164(2) of Companies Act2013. Your Directors have made necessary disclosures as required under various provisionsof The Companies Act 2013.

The brief resumes of the director who is to be appointed/ re-appointed and has beenappointed the nature of his expertise in specific functional areas names of companies inwhich he had held directorships committee memberships/ chairmanships their shareholdingsetc. are furnished in Corporate Governance Report attached with this report.

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

Ms. Jyoti has been appointed as a Non Executive Independent Additional Director of theCompany in its Board Meeting dated 14th February 2019 pursuant to provisionsof the Companies Act 2013. Your Directors recommends for her appointment as Non ExecutiveIndependent Director of the Company for a term of five consecutive years with effect from14th February 2019.

Mr. Subhash Chand Oswal (DIN: 00088516) has been recommended to re-appoint as anIndependent Director of the Company in the Board Meeting dated 12th day ofAugust 2019 to hold the office for a second term of 5 (Five) consecutive years witheffect from 10th September 2019 to 09th September 2024. We seekyour approval in confirming his appointment in the forthcoming Annual General Meeting.

Mr. Rakesh Garg (DIN: 02683693) has been recommended to re-appoint as an IndependentDirector of the Company in the Board Meeting dated 12th day of August 2019 tohold the office for a second term of 5 (Five) consecutive years with effect from 10thSeptember 2019 to 09th September 2024. We seek your approval in confirminghis appointment in the forthcoming Annual General Meeting.

(ii) Appointment/ Resignation of Director

Ms. Neha Gupta has resigned from the directorship of the Company vide resignationletter dated 13th November 2018. Further the Company has appointed Ms. Jyotias Additional Non-Executive Independent Director of the Company w.e.f. 14thFebruary 2019 pursuant to the provisions of the Companies Act 2013 upto the date offorthcoming AGM and now she is proposed to be appointed as Non-Executive IndependentDirector of the Company in the ensuing Annual General Meeting.

(iii) Appointment/ Resignation of Company Secretary

Ms. Neha Gupta (M. No.-45929) has resigned from the post of Company Secretary dated 01stNovember 2018. Further the Company has appointed Mr. Mohit Kumar Goel (M.No.-44288) as Company Secretary cum Compliance Officer of the Company w.e.f. 14thFebruary 2019 pursuant to Section 203 of the Companies Act 2013.

(iv) Declaration by Independent Directors

The Independent Directors have given their respective declarations to the Boardconfirming that they meet the criteria of Independence to be appointed as IndependentDirector 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 performanceBoard committees and individual directors which include criteria for performanceevaluation of the NonExecutive 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 March 2019 without theattendance of other directors (Non-Independent) to review the performance ofNon-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

There are no material changes occurred in between the Financial Year ended on 31stMarch 2019 and date of the report of the Company which affects the financial position ofthe Company except those disclosed in this Board's Report.

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 and there are no outstanding deposits ason 31st March 2019.

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.

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 at www.magnumventures.in".

AUDIT COMMITTEE

The Audit Committee reconstituted dated 09th July 2018 and comprised ofIndependent Directors namely Mr. Rakesh Garg (Chairman) Mr. Subash Chand Oswal (Member)and Mr. Krishan Gopal Sharma (Member).

All the recommendations made by the Audit Committee were accepted by the Board. Furtherdetails are included in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee reconstituted dated 09th July2018 and comprised of Mr. Subash Chand Oswal (Chairman) Mr. Rakesh Garg (Member) and Mr.Krishan Gopal Sharma (Member). All the recommendations made by the Nomination andRemuneration Committee were accepted by the Board.

The Nomination and Remuneration Policy has also been framed by the Nomination andRemuneration Committee and can be accessed on the Company website atwww.magnumventures.in". Further details are included in the Corporate GovernanceReport.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee reconstituted dated 09th July 2018and comprised of Mr. Rakesh Garg (Chairman) Mr. Subash Chand Oswal (Member) and Mr.Krishan Gopal Sharma (Member).

All the recommendations made by the Stakeholders Relationship Committee were acceptedby the Board. Further details are included in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act 2013 read with Companies (CorporateSocial Responsibility Policy) Rules 2014 with respect to Corporate Social Responsibility(CSR) were not applicable to the Company for the Financial Year 2018-19.

MEETINGS OF THE BOARD

The Board of Directors met at Ten (10) times on 30th April 2018 29thMay 2018 09th July 2018 13th August 2018 30th August2018 16th October 2018 13th November 2018 01stJanuary 2019 14th February 2019 and 30th March 2019 during theFinancial Year 2018-19 Further company also had a meeting of Independent Directors dated30th March 2019.

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 formulated a policy on materiality of Related Party Transactions andalso on dealing with Related Party Transactions. The policy is available on the Company'swebsite www.magnumventures.in. The current and the future transactions are/ will be deemedto be 'material' 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 continued during the Financial Year are attached herewith in Form AOC-2 as AnnexureIII.

RISK MANAGEMENT

Your Company has established the Risk Management System to mitigate the risk faced bythe Company in the ordinary course of business. The Company has also formulated a RiskManagement policy which is available on the Company's website www.magnumventures.in. Thefactors that affect the Company's profitability and operations are regularly monitored andoffers/proposals submitted by the Company to its customers are modified accordingly. Inthe opinion of the Board there is no risk which may threaten the existence of theCompany.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference tofinancial statements. Please refer report on Internal Financial control which forms thepart of Auditors' Report.

CORPORATE GOVERNANCE

The Company is in compliance of all mandatory requirement of Corporate Governance asstipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and amendments thereto (hereinafter referred to as 'SEBI Listing Regulations') with theStock Exchanges. For the year ended March 31 2019 the compliance status is provided inthe Corporate Governance section of the Annual Report. A Certificate issued by CS MunishKumar Sharma Company Secretary in Practice on confirming compliance of the conditions ofCorporate 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 Vof Regulation 34 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("SEBI Regulations") for the periodApril 1 2018 to March 31 2019 is annexed in Annexure IV.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

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

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 observations:

In Audit Report

1. As per Note No. 7 under other notes in Notes to Accounts annexed with the financialstatements for the year ended March 31 2019 wherein 'the total Outstanding Debtors forthe year ended March 312019 include Rs. 3140 Lakh which are due for more than six monthsand out of which Debtors of Rs. 59.64 Lakh are under litigations. The Company has not madeany provision for debtors outstanding for more than six months.

Directors' Reply: Your Company has appointed a Recovery Manager to recover theoutstanding dues from the Debtors and the management is in hope that he will recover theamount soon.

2. As per Note No. 20 under other notes to accounts annexed with the financialstatements for the year ended March 31 2019 In previous year (i.e. F. Y. 2017-18) thecompany had started production of Kraft paper. The company is having losses in itsproduction since inception as the cost of the product is higher than the net realizablevalue of the product. However the management is expecting profits in upcoming years fromthe production of this product and in order to capture more market the production of thesame is being continued.

Directors' Reply: India is dependent on import of waste paper from abroad forrecycling purpose. However due to the increase in the consumption of waste paper in theglobal market raw materials prices have gone up by 35 per cent. Due to this sharpincrease in the cost of raw materials (waste paper) and our inability to pass on the hiketo consumers due to cheap imports from ASEAN countries under the Free Trade Agreement(FTA) paper mills have been suffering losses. There has been substantial increase of25-35 per cent in the cost borne by paper mills due to the rise in imported waste paperlocal waste coal chemicals wages and power. During past three years the situation isgetting worse as Indian paper mills had to reduce prices by 1215 per cent & bearinghigh input costs.

3. As per Note No. 19 under other notes to accounts annexed with the financialstatements for the year ended March 31 2019 The paid up share capital as per books ofaccounts is Rs. 6260 Lakh. However on MCA portal it is Rs. 3760 Lakh only i.e. amount ofpreference share capital of Rs. 2500 Lakh is not there on the portal. The Company hasfiled grievance for the same.

Directors' Reply: The Company had filed the grievance on the MCA Portal for therectification in the amount of its paid-up share capital being shown on its master data.However the issue has been resolved and the actual status of the paid up share capitalhas been updated on the MCA Portal.

4. As per Note No. 21 under other notes to accounts annexed with the financialstatements for the year ended March 31 2019 Formation of Gratuity Trust Fund which ismandatory in case of the company in this regards the company has filed application andother required documents for the same but the approval from the Income tax department isstill awaited.

Directors' Reply: The Income tax department has granted approval to M/s MagnumVentures Ltd. Employees Group Gratuity Fund with effect from 03.12.2018 vide its orderdated 28.06.2019.

5. Balances of Debtors & Creditors are subject to confirmation and reconciliationconsequential effect (if any) on the financial statement remains unascertained.

Directors' Reply: The Company is reconciling its account with their debtors andcreditors and no major deviation is expected in the balances of debtors and creditors.

Opinion on Internal Financial Control by Statutory Auditor:

1. In our opinion and according to the information and explanation given to us theCompany does not have an adequate internal control system commensurate with the size ofcompany and the nature of its business with regard to the sale of goods as they are unableto collect their sale proceeds.

Directors' Reply: Your Company has appointed a Recovery Manager to recover theoutstanding dues from the Debtors and the management is in hope that he will recover theamount soon.

COST AUDITORS

In accordance with the provisions of Companies (Cost Records and Audit) AmendmentRules 2014 Rule 3 and 4 mandates Paper Industry to get the audit of its cost recordsafter a prescribed turnover of the product and the Company is required to get its costrecord audited for the Financial Year 2018-19.

M/s V.K. Dube & Co. Cost Accountants were appointed as Cost Auditors of theCompany to audit the cost records of the Company for Financial Year 2018-19.

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

Mr. Sushil Kumar Verma was appointed as Internal Auditor of the Company for theFinancial Year 201819 w.e.f. 29th May 2018.

Particulars of Internal Auditors' are mentioned below:

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 magnumventures@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 2018-19. The SecretarialAudit Report for the Financial Year ended 31st March 2019 is annexed herewithmarked as Annexure V to this Report.

Particulars of Secretarial Auditors' are mentioned below:

Name of the Secretarial Auditor's Firm M/s Munish K Sharma & Associates Company Secretaries
Membership Number of Secretarial Auditor F-6031
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 furthercomments except for the following observations:

1. Financial Statements for the Year ended 31st March 2018 published inthe Annual Report and circulated to the stakeholders of the Company were not as per IndianAccounting Standards applicable to the Company.

However as explained and communicated in writing by management to rectify thisadvertent mistake the management had circulated the correct Financial Statements as perIndian Accounting Standards to the Shareholders present in the 38th AnnualGeneral Meeting dated 22nd September2018 and were approved and adopted by theshareholders.

Director's Response: The Company had rectified this mistake and circulated thecorrect Financial Statements as per Indian Accounting Standards to the Shareholderspresent in the 38th Annual General Meeting which were approved and adopted bythe shareholder.

2. The women director of the Company has resigned with effect from 13thNovember 2018 and the vacancy caused due to her resignation was filled by the Company on14th February 2019 with one day delay as the last date of appointment of womendirector was 13th February 2019. In this regard fine of Rs. 5000/- waslevied by both the Stock Exchanges (National Stock Exchange and Bombay Stock Exchange) andthe Company has paid the same.

Director's Response: The said delay of one day in filing vacancy was inadvertentand caused by the interpretation placed by us on the provisions and without any malafide intention. However the Company has paid the fine of Rs. 5000/- levied byboth the Stock Exchanges (National Stock Exchange and Bombay Stock Exchange).

3. The Company has neither obtained compulsory Insurance nor establishedGratuity Fund for securing the payment of Gratuity. However an application for formationof gratuity trust fund has been filed during the reporting period and the same has beenapproved by Income Tax Department vide letter dated 28th June 2019 with effectfrom 03rd December 2018.

Director's Response: The Income tax department has granted approval to M/s MagnumVentures Ltd. Employees Group Gratuity Fund with effect from 03.12.2018 vide its orderdated 28.06.2019.

4. The Company has delayed in filing of Form GSTR-1 and GSTR- 3B for few months.

Director's Response: The said delay in filing was inadvertent and caused due tosystem failure on the last date and without any mala fide intention. Howeverthe Company has filed all the required forms & returns to the concerned authorities.

5. The Company had defaulted in repayment of loans and borrowing from financialinstitutions and banks. The Company has entered into agreement with M/s Alchemist AssetsReconstruction Company Ltd. (AARC) regarding the repayment of the loans as the lenderbanks (i.e. that Oriental Bank of Commerce Allahabad Bank Punjab National Bank IndianOverseas Bank and Syndicate Bank) have assigned their dues to M/s Alchemist AssetsReconstruction Company Ltd. (AARC). However there is no default in repayment of loans andborrowing were made during the current financial year.

Director's Response: The Company availed Loan from the abovementioned bank howeverdue to global slowdown and uncontrolled inflation the company's profitability theCompany's EBITDA was not sufficient to honour the repayment obligations.

The abovementioned Banks assigned their debts to M/s Alchemist ARC and the companyapproached AARC to re-structure the debt considering our Cash Flow.

The M/s Alchemist ARC got conducted the TEV by M/s GMB & Associates and sanctionedthe restructuring of debts on 31.03.2018.

However there is no default in repayment of loans and borrowing made during thecurrent financial year.

6. The Company does not have adequate internal financial control systemcommensurate with the size of company and the nature of its business with regard to thesale of goods as they are unable to collect their sales proceeds.

Director's Response: Your Company has appointed a Recovery Manager to recover theoutstanding dues from the Debtors and the management is in hope that he will recover theamount soon.

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 forthe year 2018-19 with the BSE Ltd and National Stock Exchange of India Limited. The reportwas received from 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 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 31stMarch 2019 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 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 2019and of the profit 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. the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

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

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.

MAINTENANCE OF COST RECORDS

Your Company maintains cost records as specified by the Central Government underSection 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 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.

The company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

During the year 2018-19 no complaints were received by the Company related to sexualharassment.

ANNUAL RETURN

As required pursuant to Section 134 of the Companies Act 2013 Annual Return in FormMGT 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 AnnexureVI.

STOCK EXCHANGE LISTING

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

The listing fee for the Financial Year 2019-20 has already been paid to the BombayStock Exchange and National Stock Exchange.

COMPLIANCE ON SECRETARIAL STANDARDS

The Provisions of the applicable Secretarial Standards has been duly complied withduring the Financial Year 2018-19.

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 Company continues to maintain excellent track record on safety. The site had noaccidents during the year 2018-19. MVL also has a Committee for the safeguard of itsworkmen. This Committee meets at regular intervals to take measures for worker'sprotection in order 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.

CAPITAL STRUCTURE:

The paid up share capital of the Company is Rs. 626018840/- (Rupees Sixty Two CroreSixty Lakh Eighteen Thousand Eight Hundred and Forty Only) comprising of 37601884 fullypaid up Equity Shares of Rs. 10/- each amounting to Rs. 376018840/- and 2500000 fullypaid up Non-Convertible and NonCumulative Preference Shares of Rs. 100/- each amounting toRs. 250000000/-.

RECEIPT OF AMOUNT FROM DIRECTORS:

During the Financial Year 2018-19 the Company has received following amounts from theDirectors as referred in sub-clause (viii) of clause (c) of sub-rule (1) of Rule 2 ofCompanies (acceptance of Deposits) Rules 2014 along with declarations thereof:

S. No. Name of Director Amount Received by the Company
1. Mr. Abhey Jain Rs. 4566686/-
2. Mr. Praveen Kumar Jain Rs. 84407999.78/-
3. Mr. Pradeep Kumar Jain Rs. 5536000/-

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 cooperation 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: 12th August 2019
Place: New Delhi