You are here » Home » Companies » Company Overview » Magnum Ventures Ltd

Magnum Ventures Ltd.

BSE: 532896 Sector: Industrials
NSE: MAGNUM ISIN Code: INE387I01016
BSE 00:00 | 23 May 12.57 0
(0.00%)
OPEN

12.62

HIGH

13.17

LOW

12.20

NSE 00:00 | 23 May 12.60
(%)
OPEN

12.95

HIGH

13.05

LOW

12.35

OPEN 12.62
PREVIOUS CLOSE 12.57
VOLUME 8407
52-Week high 16.81
52-Week low 5.60
P/E 3.43
Mkt Cap.(Rs cr) 47
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 12.62
CLOSE 12.57
VOLUME 8407
52-Week high 16.81
52-Week low 5.60
P/E 3.43
Mkt Cap.(Rs cr) 47
Buy Price 0.00
Buy Qty 0.00
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 41st Annual Report onbusiness and operations along with Audited Annual Accounts for the Financial Year ended 31stMarch 2021. The financial highlights for the year under review are given below:

FINANCIAL HIGHLIGHTS

(Amount Rs. in Lakh)
Particulars Financial Year ended 31st March 2021 Financial Year ended 31st March 2020
Total Income 18240.98 24263.40
Total Expenditure 18220.56 25233.80
Profit /(Loss) Before Tax 20.42 (970.40)
Effect of Extra Ordinary Item - (54.56)
Provision for tax - 0.00
Current Tax - 0.00
Deferred Tax (57.63) 1716.19
Earlier Year Tax (56.08) -
Profit/(Loss) After Tax 134.13 (2741.16)
Paid-up Share Capital 3760.19 3760.19
Equity Shares 2500.00 2500.00
Preference Shares
Earnings Per Share 0.429 (7.26)

REVIEW OF OPERATIONS AND STATE OF COMPANY'S AFFAIR

Year in Retrospect

During the year under review total income of the Company was Rs.18240.97/- Lakh asagainst Rs. 24263.39 Lakh in the previous year reflecting loss of 24.82%. During thecurrent reporting period the Company's profit after tax is Rs. 134.13 Lakh.

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 is 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 year2020-21 and 201920 are as under:

Particular 2020-21 2019-20
Production 41052 (In MT) 51262 (In MT)
Sale 41204973 (In Kgs) 53288568 (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.The brandowner Country Rezidor Hotel Group has globally changed name of the hotels to Country Inn&Suites by Radisson. The change in name is done as a strategy to allow the brand andthe individual hotels to leverage the global recognition and strength of the Radissonbrand.

DIVIDEND

Our Directors do not recommend any dividend for the financial year ended 31stMarch 2021.

DIRECTORS AND KMPs

In accordance with the provisions of section 152 of The Companies Act 2013 and theCompany's Articles of Association Mr. Parveen Jain (DIN: 00423833) Director of theCompany is liable to retire by rotation and being eligible offer himself forre-appointment.

Your Directors recommends for his appointment/ re-appointment. None of the Directors ofyour Company are disqualified as per provision of section 164(2) of Companies Act 2013.Your Directors have made necessary disclosures as required under various provisions of TheCompanies 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

Mr. Subash Chand Oswal has resigned from the position of Chairman of the Company due tohis old age & poor health in Board meeting dated 30th July 2020 and optedto continue only as NonExecutive Independent Director of the Company.

Mr. Anil Kumar Rawat has been appointed as a Non-Executive Independent AdditionalDirector of the Company in Board Meeting dated 28th August 2020 w.e.f. the approval ofDIN i.e. October 13th 2020 pursuant to provisions of the Companies Act 2013 and hisappointment has been approved by the members in the 40th Annual General Meetingheld on November 10th 2020.

Mr. Virender Kumar Sharma (DIN: 08920291) has been appointed as a Non-ExecutiveIndependent Additional Director of the Company in Board Meeting dated 28th August 2020w.e.f. the approval of DIN i.e. 15th October 2020 pursuant to provisions ofthe Companies Act 2013 and his appointment has been approved by the members in the 40thAnnual General Meeting held on November 10th 2020. Subsequently during theyear he has resigned from the Board of Directors of the Company with effect from 27thJanuary 2021.

(ii) Appointment/ Resignation of Director

Mr. Parveen Jain (DIN: 00423833) has been appointed as Chairman of the Company in BoardMeeting dated 30th July 2020 consequent to the resignation of Mr. Subash Oswalfrom the Chairmanship of the Company.

Mr. Parmod Kumar Jain (DIN: 01222952) has been appointed as a Whole Time Director ofthe Company in its Board Meeting dated 28th August 2020 pursuant to provisions of theCompanies Act 2013 and subsequently during the year he has resigned from the Board ofDirectors of the Company with effect from the closing business hours of the date of BoardMeeting convened to take note of Resignation i.e. 23.01.2021.

(iii) 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.

(iv) 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 31st March 2021 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 2021 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 2021.

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 theCompany is taking care of latest developments and advancements in technology and all stepsare being taken to adopt the same. The Company is using indigenous technology which iswell 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 is comprised of Independent Directors namely Mr. Krishan GopalSharma (Chairman) Mr. Subash Chand Oswal (Member) and Ms. Jyoti (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 is Consist entirely of Independent Directorsnamely Mr. Krishan Gopal Sharma (Chairman) Mr. Subash Chand Oswal (Member) and Ms. Jyoti(Member). All the recommendations made by the Nomination and Remuneration Committee wereaccepted 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 is Consist entirely of Independent Directorsnamely Mr. Subash Chand Oswal (Chairman) Mr. Krishan Gopal Sharma (Member) and Ms. Jyoti(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 2020-21.

MEETINGS OF THE BOARD

The Board of Directors met Seven times on 25th June 2020 30thJuly 2020 28th August 2020 16th October 2020 06thNovember 2020 29th January 2021 and 10th February 2021 during theFinancial Year 2020-21 Further company also had a meeting of Independent Directors dated31st March 2021.

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.

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 asAnnexure III.

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 2021 the compliance status is provided inthe Corporate Governance section of the Annual Report. A Certificate issued by CS VijayKumar 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 2020 to March 31 2021 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 38thAnnualGeneral 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 remarkexcept the following

Emphasis of Matters:

In Audit Report

1. As per point No.7 under other notes in notes to accounts annexed with the financialstatements for the financial year ended March 31 2021 wherein the total outstandingdebtors for the year ended March 31 2021 include Rs. 2641.73 lakhs which are due formore than six months and out of which debtors of Rs.60.21 lakhs are under litigations ofwhich Rs.2.45 lakhs has been received during the year. The company has not made anyprovision for debtors outstanding for more than six months.

Directors' Reply: Your company had appointed a Recovery Manager to recover theoutstanding dues from the debtors outstanding for more than six months. Total outstandingdebtors for the year ended March 31 20201 include 2641.73 lacs in respect of which amountdue for more than six months as compared to Rs. 2657 lacs in the previous year. Therecovery team of the company working aggressively and company envisage recovering heftyamount from the debtors outstanding for more than six months in FY 2021-22.

2. As per point No.12 under other notes in notes to accounts annexed with the financialstatements for the financial year ended March 31 2021 wherein the Company has compliedwith IND AS 116 Leases for the first time during the year under modified retrospectivemethod has taken the cumulative adjustment to reserves.

Directors' Reply: As stated in Note No-11 of the other Notes to Accounts of thefinancial statements to comply with the requirement of Ind AS-116. The company sooner orlater realizes and complies with the requirement of the Ind AS-116 in order to give thetrue and fair view of the financial statements to the shareholder/ public at large.

3. As per point No.13 under other notes in notes to accounts annexed with the financialstatements for the financial year ended March 31 2021 wherein the classification ofredeemable preference shares has been changed to financial liability in accordance withIND AS 109 read with IND AS 32 and the adjustment has been made through reserves named as"Reserves for Preference Shares".

Directors' Reply: The preference shares were issued by the Company to PromoterDirector was Zero Coupon Rate Non- Convertible Non- Cumulative Redeemable Preferenceshare. Also there is no contractual obligation on the company to deliver any cash to theholder of the preference share (dividend). Further the preference shares are notconvertible with another liability of the Company (i.e. non-convertible) and areredeemable only if there is profit available.

Since FY 2019-20 the company was of the view that there was no contractual obligationon the company. For purpose of more transparency it was brought to the notice that eventhough there was no contractual obligation but Ind AS 109 read with Ind AS-32 providethat the presentation should be as per Ind AS. Your company accordingly changes theclassification and treats the same as financial liability based on present value; theremaining amount had been transferred to "Reserves for Preference Shares".

4. As per point No.16 under other notes in notes to accounts annexed with the financialstatements for the financial year ended March 31 2021 wherein the company has defaultedin repayment of loan amounting to Rs. 24.83 Crores of M/s Alchemist Asset ReconstructionCompany Limited and as informed to us by the management no adverse action has beeninitiated by the lender as on date.

Directors' Reply:

The COVID-19 pandemic was an evolving human tragedy declared a global pandemic by theWorld Health Organization with adverse impact on economy and business. Supply Chaindisruptions in India as a result of the outbreak started with restrictions on movement ofgoods closure of borders etc. in several states followed by a nationwide lockdownannounced by the Indian Government to stem the spread of COVID-19. Due to this theoperations of the company got temporarily disrupted on account of such disruption ofoperations of the company there was scant income however the fixed cost was intact. Dueto this nationwide lockdown there was a default on payment on instalments due to ARC.Your company had discussion with the ARC and assures them to make the default good in nearfuture.

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

Directors' Reply:

The company regularly reconciling its account with its debtors and creditors and thereis no major deviation is expected in the balances of debtors and creditors.

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 2020-21.

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 2020-21.

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 000343
Address: R-8/90 Raj Nagar Ghaziabad Uttar Pradesh 201002
E-mail id vkdubeco@gmail.com

INTERNAL AUDITOR

Mr. Sushil Kumar Verma was appointed as Internal Auditor of the Company for theFinancial Year 202021 in Board meeting dated 30/07/2020 But due to some personal reasonshe resigned from the post of Internal Auditor w.e.f. 27th January 2021. Mr.Sanjay Sharma was appointed as new Internal Auditor of the Company w.e.f. 10thFebruary 2021 for the remaining period of FY 2020-21.

Particulars of Internal Auditors' are mentioned below:

Name of the Old 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

 

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

SECRETARIAL AUDITOR

The Board has appointed M/s. Munish K Sharma & Associates Company Secretaries toconduct the Secretarial Audit of the Company for Financial Year 2020-21. The SecretarialAudit Report for the Financial Year ended 31st March 2021 is annexed herewithmarked as Annexure Vto this Report.

Particulars of Secretarial Auditors' are mentioned below:

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

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

1. The limited review reports or audit reports submitted to the stock exchange(s) givenby the auditor who has not subjected himself to the peer review process of Institute ofChartered Accountants of India and do not hold a valid certificate issued by the PeerReview Board of the Institute of Chartered Accountants of India.

Director's Response:

As disclosed earlier in our director's report for the financial year 2019-20 as wellthat our statutory auditor is a peer reviewed firm and their cycle of review wasinitiated. However the process was delayed on account of lockdown/ restrictions imposeddue to Covid- 19 pandemic as informed by the firm. The process has been completed andcopy of peer review certificate has been submitted with Secretarial Auditors.

2. The listed entity had filed the statement of Grievance Redressal Mechanism to thestock exchange(s) for the quarter ended June 2020 by delay of one day.

Director's Response:

The said delay in filing was inadvertent and without any mala fide intention. TheCompany has paid the fine levied by the stock exchanges for the same.

3. The listed entity had filed the shareholding pattern to the stock exchange(s) forthe quarter ended June 2020 by delay of one day.

Director's Response:

The said delay in filing was inadvertent and without any mala fide intention. TheCompany has paid the fine levied by the stock exchanges for the same. However BSE IndiaLimited has approved company's request for waiver of the fine.

4. The listed entity had filed reconciliation of share capital audit report to thestock exchange(s) for the quarter ended June 2020 by delay of twenty-two days.

Director's Response:

The said delay in filing was inadvertent and without any mala fide intention.

5. The listed entity had not filed the disclosure of material impact of COVID-19pandemic to the stock exchange(s).

Director's Response:

SEBI has issued an advisory on disclosure of material impact of COVID-19 pandemic videCircular No. SEBI/HO/CFD/CMD1/CIR/P/2020/84 dated May 20 2020. The company had notseparately filed the announcement for the same. However in compliance to theabove-mentioned circular the Company has given requisite disclosure as point no. 5 ofnotes to Audited Financial Results for the quarter & year ended March 31 2020submitted to stock exchanges on July 30 2020.

6. The Company had defaulted in repayment of loans obtained from financial institutionsand banks. The Company has entered into agreement with M/s. Alchemist AssetsReconstruction Company Limited regarding the repayment of the loans as the lender banks(i.e. that Oriental Bank of Commerce Allahabad Bank Punjab National Bank India OverseasBank and Syndicate Bank) have assigned their dues to M/s. Alchemist Assets ReconstructionCompany Limited. During the period under review the Company has defaulted in repayment ofloans amounting to Rs. 24.83 Crores of M/s. Alchemist Assets Reconstruction CompanyLimited.

Director's Response:

The COVID-19 pandemic was an evolving human tragedy declared a global pandemic by theWorld Health Organization with adverse impact on economy and business. Supply Chaindisruptions in India as a result of the outbreak started with restrictions on movement ofgoods closure of borders etc. in several states followed by a nationwide lockdownannounced by the Indian Government to stem the spread of COVID-19. Due to this theoperations of the company got temporarily disrupted on account of such disruption ofoperations of the company there was scant income however the fixed cost was intact. Dueto this nationwide lockdown there was a default on payment on instalments due to ARC.Your company had discussion with the ARC and assures them to make the default good in nearfuture.

7. Bank of Baroda (erstwhile Vijaya Bank) has sanctioned OTS with additionalstipulation of charging interest and adjusted no lien FDR of Rs. 3 Crores plus accumulatedinterest without acceptance of OTS approval by the Company. However the Company hasrequested to remove the additional stipulation of charging interest and filed writpetition in Hon'ble High Court of Delhi for refund no lien FDR and the case is stillpending before Hon'ble High Court of Delhi.

Director's Response:

The Company had submitted the OTS proposal with Vijaya Bank for Rs. 20 crore (interestfree) on 20th September 2016 and deposited Rs. 3.00 crore in no lien FDR A/c.Vijaya Bank sanctioned the OTS proposal vide sanction letter dated 30thNovember 2016 which denotes that the principle outstanding of Rs. 23.79 crore beingsettled at Rs. 20 crore by Vijaya Bank. Hence Notional Interest (if any) booked by VijayaBank shall be reversed by Vijaya Bank and the difference between the principal outstandingof Rs. 23.79 Cr and OTS amount of Rs. 20 Cr will also be accounted by Vijaya Bank in itsbook.

Vijaya Bank sanctioned the OTS with additional stipulation not proposed by the Companyand company requested Vijaya Bank to remove the stipulation.

Vijaya Bank adjusted the no lien FDR of Rs. 3.00 crore for which the Company filed theWrit in Hon'ble Delhi High Court. The Hon'ble Delhi High Court ordered in favour of theCompany and instructed Vijaya Bank to re-state the no lien FDR. This case is pendingbefore Hon'ble Delhi High Court.

Further after Subsequent discussions with Vijaya Bank The Company increased the OTSAmount by Rs. 50 lacs and deposited additional Rs. 200 lacs in no lien FDR making totalupfront amount Rs. 500 lacs plus accumulated interest. The Revised OTS is underconsideration at Vijaya Bank (Now Bank of Baroda). Further Vijaya Bank was not chargingany interest in our account due to our OTS Proposal.

As neither Vijaya Bank rejected the OTS Proposal since submitted by the company norrefunded the no lien FDR amount it is presumed that the OTS Proposal with Vijaya Bank(Now Bank of Baroda) is under consideration.

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 2020-21 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 31stMarch2021 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 2021 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 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 2020-21 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 asAnnexure VI.

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 2021-22 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 2020-21.

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 good track record on safety. MVL also has a Committeefor the safeguard of its workmen. This Committee meets at regular intervals to takemeasures for w orker's protection in order to make the Company a safe place to work.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB- SECTION (12) OF 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 Non-Cumulative Preference Shares of Rs.100/- each amounting toRs. 250000000/-.

RECEIPT OF AMOUNT FROM DIRECTORS:

During the Financial Year 2020-21 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. Parveen Kumar Jain Rs. 86661577/-
3. Mr. Pardeep Kumar Jain 15000000/-

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/-
Pardeep Kumar Jain Abhay 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: 20/08/2021
Place: Ghaziabad

.