Magnum Ventures Ltd Directors Report.

Dear Members,

Your Directors have pleasure in presenting the 39th Annual Report on business and operations along with Audited Annual Accounts for the Financial Year ended 31st March, 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 27,866.15 25,734.68
Total Expenditure 27,578.06 25,593.02
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 3,760.19 3,760.19
2,500.00 2,500.00
Earnings Per Share (0.02) 0.20

REVIEW OF OPERATIONS AND STATE OF COMPANYS AFFAIR

Year in Retrospect

During the year under review, total income of the Company was Rs. 27866.15 Lakh as against Rs. 25,734.68 Lakh in the previous year reflecting Y-O-Y Profit of 8.28%. During the current reporting period, the Companys Profit before tax was Rs. 291.50 Lakh as against Rs. 94.70 Lakh in previous year. But due to huge tax liability in the FY 2018-19 the Company has incurred a loss of Rs. 6.45 Lakh as compared to Profit of Rs. 76.66 Lakh in the previous year.

Segments

Paper Division

We are pleased to inform to our stakeholders that, at present, the Company is manufacturing the following Products:

a. Paper Board

b. Newsprints

Benefits of Manufacturing Paper Board

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

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

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

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

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 year 2018-19 and 201718 are as under:

Particular 2018-19 2017-18
Production 64,426 (In MT) 65,897 (In MT)
Sale 6,07,77,058 (In Kgs) 6,57,48,372 (In Kgs)

Hotel Division

The Company owns a hotel unit in the name of Country Inn & Suites by Radisson, Sahibabad. It is the first eco-friendly vegetarian concept based five-star hotel in Delhi NCR, the second largest in the world under the brand of Country Inn & Suites.

The Hotel Division started its operation w. e. f. 15-02-2009 under the Brand "Country Inn & Suites by Carlson" and has changed its name to "Country Inn & Suites by Radisson" with effect from 17th January 2018. The brand owner 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 and the individual hotels to leverage the global recognition and strength of the Radisson brand.

DIVIDEND

This year your Company has not earned profit so, your Directors do not recommend any dividend 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 the Companys Articles of Association, Mr. Abhey Jain and Mr. Praveen Kumar Jain, Directors of the Company are liable to retire by rotation and being eligible offer themselves for re-appointment.

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

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

The brief resumes of the director who is to be appointed/ re-appointed and has been appointed, the nature of his expertise in specific functional areas, names of companies in which he had held directorships, committee memberships/ chairmanships, their shareholdings etc. 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 the Company in its Board Meeting dated 14th February, 2019 pursuant to provisions of the Companies Act, 2013. Your Directors recommends for her appointment as Non Executive Independent Director of the Company for a term of five consecutive years with effect from 14th February, 2019.

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

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

(ii) Appointment/ Resignation of Director

Ms. Neha Gupta has resigned from the directorship of the Company vide resignation letter dated 13th November, 2018. Further, the Company has appointed Ms. Jyoti as Additional Non-Executive Independent Director of the Company w.e.f. 14th February, 2019 pursuant to the provisions of the Companies Act, 2013 upto the date of forthcoming AGM and now she is proposed to be appointed as Non-Executive Independent Director 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 01st November, 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. 14th February, 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 Board confirming that they meet the criteria of Independence to be appointed as Independent Director under the provisions of the Companies Act, 2013 and as per SEBI (LODR) Regulations, 2015.

(v) Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors which include criteria for performance evaluation of the NonExecutive Directors and Executive Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities & Exchange Board of India (SEBI) under SEBI (LODR) Regulations, 2015. The Company has devised an evaluation matrix for the performance evaluation and collates the evaluation results internally.

A meeting of Independent Director was held on 30th March, 2019 without the attendance of other directors (Non-Independent) to review the performance of Non-Independent Directors, the Board as a Whole, Chairman of the Company/ Meetings, to assess the flow of information between Company Management and the Board. It was noted that the Board is broad based, information is timely provided, decisions are taken after due deliberations, Board members are encouraged by the Chairman to participate and offer their independent advise based on their experience and act in the best interest of the company and its stakeholders.

MATERIAL CHANGES

There are no material changes occurred in between the Financial Year ended on 31st March, 2019 and date of the report of the Company which affects the financial position of the Company except those disclosed in this Boards Report.

PUBLIC DEPOSITS

During the year under report, your company did not accept any deposits from the public in terms of the provisions of Companies Act, 2013 and there are no outstanding deposits as on 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 the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption and foreign exchange earnings/ outgo is included in Annexure I. However, the Company is taking care of latest developments and advancements in technology and all steps are being taken to adopt the same. The Company is using indigenous technology, which is well established in the Country.

PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act 2013, read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure II to this Report.

The Company does not have any employees employed throughout the Financial Year and in receipt of remuneration of Rs. 1.02 Crore or more, or employed for part of the year and in receipt of Rs. 8.5 Lakh or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

HUMAN RESOURCE DEVELOPMENT

The Company has been successful in building a performance oriented culture with high levels of engagement and empowerment in an environment of teamwork. The focus has been on creating reserves through cross functional and inter-disciplinary exposure at all levels to ensure redundancy and robustness in the organization. The morale of the team is at a high level.

VIGIL MECHANISM

A vigil mechanism of the Company which also includes a Whistle Blower Policy pursuant to Section 177(9) & 10 of Companies Act, 2013, has also been established and can be accessed on the Company website at www.magnumventures.in".

AUDIT COMMITTEE

The Audit Committee reconstituted dated 09th July, 2018 and comprised of Independent 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. Further details are included in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee reconstituted dated 09th July, 2018 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 and Remuneration Committee were accepted by the Board.

The Nomination and Remuneration Policy has also been framed by the Nomination and Remuneration Committee and can be accessed on the Company website at www.magnumventures.in". Further details are included in the Corporate Governance Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee reconstituted dated 09th July, 2018 and 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 accepted by 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 (Corporate Social 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, 29th May 2018, 09th July 2018, 13th August 2018, 30th August 2018, 16th October 2018, 13th November, 2018, 01st January 2019, 14th February 2019, and 30th March, 2019 during the Financial Year 2018-19, Further company also had a meeting of Independent Directors dated 30th March, 2019.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

No disclosure or reporting is required in respect of Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 as there was no transaction under the above stated heads.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the Financial Year were on arms length and were in the ordinary course of business. All Related Party Transactions were placed before the Audit Committee of the Board of Directors for their approval. The Audit Committee has granted omnibus approval for Related Party Transactions as per the provisions and restrictions contained in the Listing Agreement.

The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. The policy is available on the Companys website www.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 Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations, 2015") as they may exceed 10 per cent of the annual consolidated turnover of the Company as per the last audited financial statements of the listed entity. All related party transactions shall require prior approval of the audit committee as per Regulation 23 (2) of the SEBI (LODR) Regulations, 2015 and all material related party transaction shall require approval of shareholders through resolution and the related party shall abstain from voting on such resolution whether the Company is a related party to the particular transaction or not.

The related party transaction, referred to Section 188(1) of the Companies Act, 2013, entered and continued during the Financial Year are attached herewith in Form AOC-2 as Annexure III.

RISK MANAGEMENT

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

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statements. Please refer report on Internal Financial control, which forms the part of Auditors Report.

CORPORATE GOVERNANCE

The Company is in compliance of all mandatory requirement of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments thereto (hereinafter referred to as SEBI Listing Regulations), with the Stock Exchanges. For the year ended March 31, 2019, the compliance status is provided in the Corporate Governance section of the Annual Report. A Certificate issued by CS Munish Kumar Sharma, Company Secretary in Practice on confirming compliance of the conditions of Corporate Governance stipulated in Regulations 17 to 20, 22, 23, 25, 26, 27 and clauses (b) to (g), (i) of sub-regulation (2) of Regulation 46 and para C, D & E of Schedule V of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Regulations") for the period April 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) were appointed as Statutory Auditors for a period of Five years in the 38th Annual General Meeting held on 22nd Day of September, 2018 till the 43rd Annual General Meeting to be held in the year 2023.

The notes on financial statements referred to in the Auditors report are self-explanatory and do not call for any further comments.

The Auditors Report does not contain any qualification, reservation or adverse remark except the following observations:

In Audit Report

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

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

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

Directors Reply: India is dependent on import of waste paper from abroad for recycling purpose. However, due to the increase in the consumption of waste paper in the global market, raw materials prices have gone up by 35 per cent. Due to this sharp increase in the cost of raw materials (waste paper) and our inability to pass on the hike to 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 of 25-35 per cent in the cost borne by paper mills due to the rise in imported waste paper, local waste, coal, chemicals, wages and power. During past three years, the situation is getting worse as Indian paper mills had to reduce prices by 1215 per cent & bearing high input costs.

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

Directors Reply: The Company had filed the grievance on the MCA Portal for the rectification 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 capital has been updated on the MCA Portal.

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

Directors Reply: The Income tax department has granted approval to M/s Magnum Ventures Ltd. Employees Group Gratuity Fund with effect from 03.12.2018 vide its order dated 28.06.2019.

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

Directors Reply: The Company is reconciling its account with their debtors and creditors 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, the Company does not have an adequate internal control system commensurate with the size of company and the nature of its business with regard to the sale of goods as they are unable to collect their sale proceeds.

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

COST AUDITORS

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

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

Particulars of Cost Auditors are mentioned below:

Name of the Cost Auditors 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 the Financial 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 to conduct the Secretarial Audit of the Company for Financial Year 2018-19. The Secretarial Audit Report for the Financial Year ended 31st March, 2019 is annexed herewith marked as Annexure V to this Report.

Particulars of Secretarial Auditors are mentioned below:

Name of the Secretarial Auditors 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 Auditors report is self-explanatory and do not call for any further comments except for the following observations:

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

However, as explained and communicated, in writing, by management to rectify this advertent mistake, the management had circulated the correct Financial Statements as per Indian Accounting Standards to the Shareholders present in the 38th Annual General Meeting dated 22nd September,2018, and were approved and adopted by the shareholders.

Directors Response: The Company had rectified this mistake and circulated the correct Financial Statements as per Indian Accounting Standards to the Shareholders present in the 38th Annual General Meeting, which were approved and adopted by the shareholder.

2. The women director of the Company has resigned with effect from 13th November, 2018 and the vacancy caused due to her resignation was filled by the Company on 14th February, 2019 with one day delay as the last date of appointment of women director was 13th February, 2019. In this regard, fine of Rs. 5,000/- was levied by both the Stock Exchanges (National Stock Exchange and Bombay Stock Exchange) and the Company has paid the same.

Directors Response: The said delay of one day in filing vacancy was inadvertent and caused by the interpretation placed by us on the provisions and without any mala fide intention. However the Company has paid the fine of Rs. 5,000/- levied by both the Stock Exchanges (National Stock Exchange and Bombay Stock Exchange).

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

Directors Response: The Income tax department has granted approval to M/s Magnum Ventures Ltd. Employees Group Gratuity Fund with effect from 03.12.2018 vide its order dated 28.06.2019.

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

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

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

Directors Response: The Company availed Loan from the abovementioned bank however due to global slowdown and uncontrolled inflation the companys profitability the Companys EBITDA was not sufficient to honour the repayment obligations.

The abovementioned Banks assigned their debts to M/s Alchemist ARC and the company approached 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 sanctioned the restructuring of debts on 31.03.2018.

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

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

Directors Response: Your Company has appointed a Recovery Manager to recover the outstanding dues from the Debtors and the management is in hope that he will recover the amount 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 for the year 2018-19 with the BSE Ltd and National Stock Exchange of India Limited. The report was 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 the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors Report thereon, your Directors confirm that:

a. in preparation of the annual accounts for the financial year ended 31st March, 2019, the applicable Accounting Standards have been followed and there is no material departure from the same;

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of 31st March, 2019 and of the profit and loss of the Company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the annual accounts on a going concern basis;

e. the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

SIGNIFICANT & MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

MAINTENANCE OF COST RECORDS

Your Company maintains cost records as specified by the Central Government under Section 148(1) of the Companies Act.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the policy is available on the Companys website www.magnumventures.in.

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

During the year 2018-19, no complaints were received by the Company related to sexual harassment.

ANNUAL RETURN

As required pursuant to Section 134 of the Companies Act, 2013, Annual Return in Form MGT 7 shall be available at the Companys website at www.magnumventures.in.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is part of this report and attached as Annexure VI.

STOCK EXCHANGE LISTING

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

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

COMPLIANCE ON SECRETARIAL STANDARDS

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

ENVIRONMENTAL PROTECTION, HEALTH AND SAFETY

During the year, the Company enhanced its efforts to address Health, Safety and Environment matters. The Safety & Health of employees and external stakeholders are embedded in the core organizational values of the Company. The Health & Safety Policy aims to ensure safety of public employees, plant & equipment, ensure compliance with all statutory rules and regulations, imparting training to its employees, carrying out safety audits of its facilities, and promoting eco - friendly activities.

The Company continues to maintain excellent track record on safety. The site had no accidents during the year 2018-19. MVL also has a Committee for the safeguard of its workmen. This Committee meets at regular intervals to take measures for workers protection in order to make the Company a safe place to work.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB- SECTION (12) OF SECTION 143

As per the explanations given by the Auditors in their report no material fraud on or by the Company or any fraud in the Company by its officers or employees has been noticed or reported during the year.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES DURING THE YEAR

No Company has become or ceased to be subsidiary/joint venture/associate company of the Company during the year under review.

CAPITAL STRUCTURE:

The paid up share capital of the Company is Rs. 62,60,18,840/- (Rupees Sixty Two Crore Sixty Lakh Eighteen Thousand Eight Hundred and Forty Only) comprising of 3,76,01,884 fully paid up Equity Shares of Rs. 10/- each amounting to Rs. 37,60,18,840/- and 25,00,000 fully paid up Non-Convertible and NonCumulative Preference Shares of Rs. 100/- each amounting to Rs. 25,00,00,000/-.

RECEIPT OF AMOUNT FROM DIRECTORS:

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

S. No. Name of Director Amount Received by the Company
1. Mr. Abhey Jain Rs. 45,66,686/-
2. Mr. Praveen Kumar Jain Rs. 8,44,07,999.78/-
3. Mr. Pradeep Kumar Jain Rs. 55,36,000/-

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Bankers and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and cooperation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board
Magnum Ventures Limited
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