Directors Report of Magnum Ventures Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 35th Annual Report on business and operations along with Audited Annual Accounts for the Financial Year ended 31st March, 2015. The financial highlights for the year under review are given below:

FINANCIAL HIGHLIGHTS

(Amount Rs. in lacs)

Particulars Financial Year Financial Year ended ended 31st March, 2015 31st March, 2014

Total Income 22392.26 21622.79

Total Expenditure 26983.06 24144.12

"PRofit/(loss)before tax -4590.80 -2521.33

Effect of Extra Ordinary Item (Change in Depreciation Method) 0.00 4033.96

Provision for tax 0.00 0.00

Income Tax for Earlier Years 1.20 22.15

Deferred Tax 0 -657.73

Profit after tax -7331.87 -1885.75

Balance b/ f from Last Year

Effect due to application of Schedule II 0.00

Balance Carried to Balance Sheet -13420.69 -6065.62

Transfer to Reserve 0.00 0.00

Paid-up Share Capital 6260.19 6260.19

Reserves and Surplus (excluding revaluation reserve) -9552.87 -2197.80

Earnings per share -19.50 -5.02

REVIEW OF OPERATIONS AND STATE OF COMPANY'S AFFAIR

Year in Retrospect

During the year under review, total income of the Company was Rs. 22392.26 Lacs as against Rs. 21622.79 Lacs in the previous year reflecting Y-O-Y growth of 3.44%. During the current reporting period, the Company has suffered a loss of Rs. 4590.80 lacs. Depreciation of Rs. 2479.92 Lacs and interest accrued of Rs. 3818.65 Lacs during the current year forced the company to suffer loss after tax of Rs. 73,31.87 Lacs.

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

1. High Inflation rate faced by Indian economy.

2. Coal Price, Petroleum Products, Transportation Costs on Peak Levels.

3. Declining in hotel rooms and occupancy rates.

4. High Competition and low operating Margin.

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

The detailed Management Discussion & Analysis Report is attached hereto with the Directors' Report and should be read as part of this Directors' Report.

Segments

Paper Division

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

a. Paper Board

b. Newsprints

Benefits of Manufacturing Paper Board

1. Demand has been increased by reason of increase in the volume of packaged material by consumers.

2. As the plasting bags are hazardeous for environment, hence, demand of Paper Board has also been increased.

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

4. Less expenditure on stock/ inventory management.

Benefits of Manufacturing Newsprints

1. Demand for Newsprints paper is increased.

2. The realization of payment is better with less risk of bad debts.

3. Final Product is exempt from Excise Duty.

The Detail of Paper Board & Newsprints manufacture and sale during the Fiscal year 2013-14 and 2014-15 are as under:

(In MT)

Particular 2014-15 2013-14

Production 71693 68723

Sale 71676 68727

Hotel Division

The Hotel Division started its operation w. e. f. 15-02-2009 under the Brand "Country Inn & Suites" and having "FIVE STAR" category with 216 Rooms. Due to increased room inventory and heavy competition in Delhi NCR; the Average Room Revenue has steeply decreased and resulting low EBITDA margin in Hotel Division.

DIVIDEND

As the Company has suffered losses during current year due to the increase in the raw material cost, increase in Petroleum products worldwide, increase in the Coal price by the Central Govt. declining in the occupancy and room rental in hotel division and increased rate of interest.

In view of the aforesaid facts, your Directors regret their inability to recommend any dividend for the financial year ended 31st March, 2015.

DIRECTORS AND KMPs

In accordance with the provisions of the Companies Act, 2013 and the Company's Articles of Association, Mr. Praveen Kumar Jain and Mr. Shiv Pravesh Chaturvedi are liable to retire by rotation and being eligible offer themselves for re - appointment.

The brief resumes of the directors who are to be appointed/ re-appointed and have been appointed, the nature of their expertise in specific functional areas, names of companies in which they have held directorships, committee memberships/ chairmanships, their shareholdings etc. are furnished in Corporate Governance Report attached with this report.

Appointment of Director on the Board

Ms. Monisha Chaudhary has been appointed as the Additional Director of the Company as on 12th February, 2015 as per the provisions of the Companies Act. We seek your support and approval in confirming her appointment in the forthcoming Annual General Meeting.

Appointment/ Change of Company Secretary

Mr. Anant Prakash resigned from the post of Company Secretary w.e.f. 16th April, 2014. And the Company has appointed Ms. Monisha Chaudhary as Company Secretary of the Company w.e.f. 1st September, 2014 pursuant to Section 203 of the Companies Act.

Appointment/ Change in Chief Financial Officer

Mr. Sanjay Sharma had been appointed as Chief Financial Officer (CFO) of the Company pursuant to the provisions of Section 203 of the Companies Act, 2013. Further on 21st February, 2015, Mr. Sharma resigned from the post of CFO.

Again, Mr. Parmod Kumar Jain has been appointed as Chief Financial Officer (CFO) of the Company pursuant to the provisions of Section 203 of the Companies Act, 2013 w.e.f. 21st February, 2015.

Re-appointment of Whole-Time Director

Board of Directors of the Company, in its meeting held on 9 th December, 2014, re-appointed Mr. Abhey Kumar Jain as Whole Time Director for the term of 3 (three) years with effect from 10th December, 2014 as his previous term was expired on 9th December, 2014. We seek your support and approval in confirming his re-appointment in the forthcoming Annual General Meeting.

Declaration by Independent Directors

The Independent Directors have submitted their disclosures to the Board confirming that they fulfill all the requirements to qualify for their appointment as Independent Director under the provisions of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement.

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 Non-Executive 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 clause 49 of the Listing Agreement. The Company has devised an evaluation matrix for the performance evaluation and collate the evaluation results internally.

A meeting of Independent Director was held on 31st March, 2015 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

After the end of financial year 2014-15 but before the date of signing of this Report, Punjab National Bank, Lead member of consortium lenders has withdraw the nomination of Mr. Bikash Narayan Mishra from the post of Nominee Director in the Company. And the Board has noted in its meeting dated 30th July, 2015 the cessation of Mr. Bikash Narayan Mishra.

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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy: 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.

B. Technology Absorption: 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.

C. Foreign exchange earnings and outgo:

i. Import and Export Activities: During the year under review the Company have made Import/ Export as given below:

(Amount in Rs. Lacs)

Total Import: Paper 1525.50 Hotel Nil

Total Export: Paper Nil Hotel Nil

ii. Foreign Exchange Earnings and Outgo: (Amount in Rs. Lacs)

Total Foreign Exchange Inflow 648.98

Total Foreign Exchange outflow 33.47

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) 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.60 Lakh or more, or employed for part of the year and in receipt of Rs.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.

AUDIT COMMITTEE

The Audit Committee comprises Independent Directors namely Mr. Shri Krishan Jain (Chairman), Mr. Rakesh Garg, Mr. Naveen Jain as other members. 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

Details pertaining to composition of Nomination and Remuneration Committee are included in the Corporate Governance Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Details pertaining to composition of Stakeholders Relationship Committee are included in the Corporate Governance Report.

MEETINGS OF THE BOARD

The Board of Directors met at eight times on 26th Apr. 2014, 30th May 2014, 1st Aug. 2014, 13th Aug. 2014, 1st Sept. 2014, 13th Nov. 2014, 9th Dec. 2014 and 12th Feb. 2015 during the financial year 2014-15. Further details pertaining to composition of Nomination and Remuneration Committee are included in the Corporate Governance Report.

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 arm's 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 Company's website www.magnumventures.in. The current and the future transactions are/ will be deemed to be 'material' in nature as defined in Clause 49(VII) of the Listing Agreement as they may exceed 10 per cent of the annual turnover of the Company based on future business projections. Thus, in terms of Clause 49(VII)(E) of the Listing Agreement, these transactions would require the approval of the members by way of a Special Resolution.

RISK MANAGEMENT

Your Company has established the Risk Management System to mitigate the risk faced by the Company in the ordinary course of business. 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 internal financial controls with reference to financial statements. However, during the year, it has come to know that there is no adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets, and with regard to the sale of goods as the Company was unable to collect their sale proceeds and also not able to recover their claims against their rejection in purchase of inventory. In this regard, the Company is in process to strengthen its internal control system upto a level that commensurate with the size of Company and nature of its business to overcome with the aforesaid problem

CORPORATE GOVERNANCE

We believe that good and effective Corporate Governance is more of an organizational culture than a mere adherence to rules. Laws alone cannot bring changes and transformation and voluntary compliance both in form and in substance plays an important role in developing system of good Corporate Governance.

Good Corporate Governance and Risk Management frameworks put in place over the years ensure a value-driven approach, sound business practices, fundamentally strong control environment, strong information systems, effective early warning mechanisms and real-time response system.

The Company is in compliance of all mandatory requirement of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges. For the year ended March 31, 2015, 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 Clause 49 of the Listing Agreement with the Stock Exchanges forms part of Report on Corporate Governance as Annexure -III.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

At the Annual General Meeting held on 10th September, 2014, M/s Aggarwal & Rampal, Chartered Accountants (FRN: 003072N), were appointed as statutory auditors of the Company to hold office till the conclusion of the 38th Annual General Meeting to be held in year 2018. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s Aggarwal & Rampal, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders.

The notes on financial statements referred to in the Auditor's report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark except the following:

In Audit Report

1. Debtors including Rs. 2348.49 lacs which are due for more than 6 months out of which debtors of Rs. 110.13.lacs are under litigation.

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

3. No provision has been made against zero coupon debentures issued by the Company to its lenders.

4. Balances of debtors and creditors are subject to confirmation.

5. The Company has shown Term loans and interest accrued on them as per their CDR Package. However, the CDR package is yet to be implemented.

In CARO

1. The Company has does not have adequate internal control system which does not commensurate with the size and nature of its business and it further needs to be strengthened.

2. The Accumulated losses at the end of the year are more than the Net worth of the Company.

3. A second Rework package was approved by CDR on 24th December, 2014. As per the CDR circular, the package should have been implemented within 120 days by all the banks without waiting for their individual approval. However, banks waited for the sanction of authorities and all documents were signed on 31st July, 2014.

4. The fixed assets are not revalued in the first five years subsequent to the date of revaluation.

COST AUDITORS

Companies (Cost Records and Audit) Amendment Rules, 2014 mandates Paper Industry to get the audit of its cost records after a prescribed turnover of the product for the financial year commencing on or after 1st April, 2015. And the Company is required to get its cost record audited for the financial year 2015-16. M/s V.K. Dube & Co., Cost Accountants, is appointed as Cost Auditors of the Company to audit the cost records of the Company for financial year 2015-16.

Particulars of Cost Auditors' are mentioned below:

Name of the Cost Auditor's Firm V.K. Dube & Co., Cost Accountants

Membership Number of Cost Auditor 00343

Address: T II/206, Gulmohar Enclave, Nehru Nagar III, Ghaziabad, U.P.

E-mail id [email protected]

INTERNAL AUDITOR

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

Particulars of Internal Auditors' are mentioned below:

Name of the Internal M/s B L Chakravarti & Auditor's Firm Associates, Chartered Accountants

Membership Number of 401638 Internal Auditor

Address: AAF 02, Shipra Krishna Azure, Kaushambi, Ghaziabad, U.P.- 201010

E-mail id [email protected]

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 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith marked as Annexure IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board has appointed M/s Munish K Sharma & Associates Company Secretaries, as Secretarial Auditor of the Company for the financial year 2015-16.

Particulars of Secretarial Auditor's are mentioned below:

Name of the Secretarial M/s Munish K Sharma & Auditor's Firm 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 [email protected]

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,2015, 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, 2015 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 Company's operations in future.

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. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2014-2015, no complaints were received by the Company related to sexual harassment.

EXTRACT OF ANNUAL RETURN

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

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 (BSE) and National Stock Exchange (NSE).

The listing fee for the financial year 2015-16 has already been paid to the Bombay Stock Exchange and National Stock Exchange.

ENVIRONMENTAL PROTECTION. HEALTH AND SAFETY

During the year, the Company enhanced its efforts to address Health, Safety 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 2014-15. PEL also has a Committee for the safeguard of its workmen. This Committee meets at regular intervals to take measures for worker's protection in order to make the Company a safe place to work.

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 co-operation 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/- Date: 13th August, 2015 Pradeep Kumar Jain Abhey Kumar Jain Place: Delhi Managing Director Whole Time Director

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 34th Annual Report on business and operations along with Audited Annual Accounts for the Financial Year ended 31st March, 2014. The financial highlights for the year under review are given below:

FINANCIAL HIGHLIGHTS (Amount Rs. in lacs)

Financial Year ended Financial Year ended Particulars 31st March, 2014 31st March, 2013

Total Income 21622.79 19,062.40

Total Expenditure 24144.12 23,132.36

Profit /(Loss) before tax -2521.33 -4069.96

Effect of Extra Ordinary Item (Change in Depreciation -- 4033.96 Method)

Provision for tax -- --

Income Tax for Earlier Years 22.15 0.76

Provision for Deferred Tax Liabilities -657.73 -6.28

Profit after tax -1885.75 -30.48

Balance b/f from Last Year -4179.87 -4149.38

Balance Carried to Balance Sheet -6065.62 -4179.87

Transfer to Reserve -- --

Paid-up Share Capital 6260.19 6260.19

Reserves and Surplus (excluding revaluation reserve) -2197.80 -312.05

Earnings per share -5.02 -0.08

YEAR IN RETROSPECT

During the year under review, Total income of the Company was Rs. 21622.79 Lacs as against Rs. 19,062.40 Lacs in the previous year reflecting Y-O-Y growth of 13.42%. The PBT of the Company during the current reporting period was (-) 2521.33 lacs reflecting 38.46% growth in comparison with the last reporting period. In spite thereof, the depreciation of Rs.1915.86 Lacs and interest accrued of Rs. 3604.33 Lacs during the current year forced the company to suffer loss of Rs. (-) 1885.75 Lacs.

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

1. High Inflation rate faced by Indian economy.

2. Coal Price, Petroleum Products, Transportation Cost on Peak Levels.

3. Declining in hotel rooms and occupancy rates.

4. High Competition and low operating Margin.

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

The detailed Management Discussion & Analysis Report is attached hereto with the Directors'' Report and should be read as part of this Directors Report.

SEGMENTS

PAPER DIVISION

We are pleased to inform to our stakeholders, that to meet out the challenges of recession in our existing final product "Writing and Printing Paper" the company has diversified in to manufacture of "Newsprints" and started manufacturing Newsprints w. e. f. 01st July 2010.

Presently the Company is manufacturing the following Products:

c) Paper and Paper Board

d) Newsprints

Benefits of Manufacturing Newsprints

1. Demand for Newsprints paper is increased.

2. The realization of payment is better with less risk of bad debts.

3. Final Product is exempt from Excise Duty.

The Detail of Newsprints manufacture and sale during the Fiscal year 2012-13 and 2013-14 are as under:

(In MT) Particular 2013-14 2012-13

Production 28979.77 28358.47

Sale 28947.81 28213.66

HOTEL DIVISION

The Hotel Division started its operation w. e. f. 15-02-2009 under the Brand "Country Inn & Suites" and having "FIVE STAR" category with 216 Rooms. Due to increased room inventory and heavy competition in Delhi NCR; the Average Room Revenue has steeply decreased and resulting low EBITDA margin in Hotel Division.

The Financial Results of the Hotel Division for the year 2013-14 and 2012-13 are as under:

(In Rs. Lacs)

Particular 2013-14 2012-13

Net Revenue 3921.56 4738.69

EBIDTA 569.83 1558.45

MATERIAL CHANGES

The Company has made the following material changes after the end of the financial year of the Company dated 31st March, 2014 and before the date of signing of this Report.

Resignation of Mr. Anant Prakash from the post of Company Secretary

Mr. Anant Prakash, Company Secretary of the Company has tendered his resignation from the post of the Company Secretary of the Company and the Board has accepted his resignation letter w.e.f. 16th April, 2014.

Appointment of Additional Director on the Board

Mr. Shiv Pravesh Chaturvedi has been appointed as the Additional Director of the Company as on 1st April, 2014 as per the provisons of the Companies Act.

Appointment of the Chief Financial Officer

Mr. Sanjay Kumar Sharma, Senior Manager (Accounts & Finance) has been appointed as Chief Financial Officer (CFO) of the Company pursuant to the provisions of Section 203 of the Companies Act, 2013 w.e.f. 26th April, 2014.

DIVIDEND

As the Company has suffered losses during current year due to the increase in the raw material cost, increase in Petroleum products worldwide, increase in the Coal price by the Central Govt. declining in the occupancy and room rental in hotel division and increase rate of interest.

In view of the aforesaid facts, your Directors regret their inability to recommend any dividend for the financial year ended 31st March, 2014.

PUBLIC DEPOSITS

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy: The Company is aware about energy consumption and environmental issue related to it and is continuously making sincere efforts towards conservation of energy. The Company is in fact engaged in the continuous process of further energy conservation through improved operational and maintenance practices. Information required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure A, forming part of this Report.

B. Technology Absorption: 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.

C. Foreign exchange earnings and outgo:

i. Import and Export Activities: During theyear under review the Company have made Import/Export as given below:

PARTICULARS OF EMPLOYEES

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr. Parmod Kumar Jain is liable to retire by rotation and being eligible offer themselves for re-appointment.

The brief resumes of the directors who are to be re-appointed and have been appointed, the nature of their expertise in specific functional areas, names of companies in which they have held directorships, committee memberships/ chairmanships, their shareholdings etc. are furnished in Corporate Governance Report attached with this report.

Further, Section 149 warrants that an independent director shall hold office for a term up to five consecutive years on the Board of the Company. Hence, it is decided to fix the tenure of the independent directors of the Company in the Annual General Meeting of the Company. Following are the independent directors of the Company:

1. Mr. Subash Oswal

2. Mr. Shri Krishan Jain

3. Mr. Rakesh Garg

4. Mr. Naveen Jain

AUDITORS

M/s Aggarwal & Rampal, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under Second proviso of Section 139 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

AUDITORS'' REPORT

Comments made by the Statutory Auditors in the Auditors'' Report are self- explanatory except following qualifications/ observations/ reservations:

1. Note no 27(B) with regard to No provisions has been made on the contingent liabilities.

Expl. by the Board:

a) EPCG Export Obligation: The Company has to fulfill export obligation of Rs. 51.04 Cr by 2017-18 and Rs. 0.71 Cr by 2019-20. The Company has already fulfill export obligation of Rs. 26.83 Cr during 2009-10 to 2013-14 i.e. in 4 years and confident to achieve the balance export obligation within the stipulated time.

b) Contingent Liability for Custom & Excise: In some cases, Company has already got favorable decision from CESTAT and matters were pending at High Court due to Deptt. Writ Petitions. The Company does not foresee any ascertained liability.

Based on above, the Company has not provided any provisions for contingent liabilities and if any provisions would be required in future, it shall be provided as per law.

2. The company had whole-time Company Secretary as required by section 383A of The Companies Act 1956, who resigned on 16th April 2014. As per Section 203(4) of The Companies Act 2013, the vacancy shall be filled up by the Board within a period of Six Months from the Date of Resignation. As informed to us the company is in the process of appointing a whole time Company Secretary.

Expl. by the Board: The Company Secretary shall be appointed within stipulated time.

3. The Company has not updated its records of fixed assets showing full particulars including quantitative details and situation of Fixed Assets and the verification report of Fixed Assets has not been provided to us for verification.

Expl. by the Board: The Company has updated its records of Fixed Assets.

4. The Company has an in house internal audit system which does not commensurate with the size and nature of its business and it further needs to be strengthened.

Expl. by the Board: The Company has appointed M/s B L Chakravarti & Associates, Chartered Accountant as internal auditor.

5. As explained and informed to us by the management, Due to External Factors, the Company was irregular in payment of its obligations to Financial Institutions, or Banks. Subsequently, the Financial Institutions, or Banks agreed to re - structure the debts along with concession in rate of interest and Re-Structuring Package approved by Corporate Debt Restructuring Executive Group Committee (CDR EG) in its meeting on 24th December 2013 vide its Letter of Approval No. 863 Dated 30th December 2013.

Expl. by the Board: In March 2013, The Company informed Banks during JLM that due to the following factors, the company''s EBITDA is not sufficient to honour the payment obligations of the Bank.

1. Decrease in Room Rental and Occupancy due to addition of huge room inventory in Delhi NCR region in anticipation of huge requirements due to Common Wealth Games in Delhi.

2. Unexpected increase in the prices of Electricity; Coal, Diesel; Petcoke resulting Increase in the Power & Fuel Cost due to all time high in crude price and coal block scam.

3. Banks has increased in Rate of interest several times during previous years resulting additional burden of 4% to 4.5%. The Company weighted average rate of interest was 15% approx.

4. Prolonged Economic Slow down

All Banks agreed that all of the above factors are beyond control of Management and advised to get Technical & Economic Viability (TEV) Report from a reputed organization.

M/s Dun & Bradstreet conducted the Technical & Economic Viability (TEV) study of the Company and the major observations are as under:

A. Paper Products demand in the country is expected to increase by 8% in coming years.

B. Hotel Industry in India contributes about 6.4% GDP & its share is expected to increase 7% in next 10 years.

C. DSCR, Gap between IRR & COC, Loan Life Ratio, Expected ROCE, all meet requirement of CDR norms.

D. Financial & Technical viability is not a question mark

Based on the above, All Banks sanctioned the re-work package. The Salient Feature of the package is as under:

1. Cut Off Date : 01st April 2013

2. Reduction in Rate of Interest on Term Loans and Working Capital to 11.50% (Base rate of PNB 1.25%).

3. Reduction in Rate of Interest on FITL and WCTL to 10.25% (Base rate of PNB).

4. Ballooning of Hotel Term Loan for 13 year and repayment shall be in structured EMI i.e. till 31.03.2026.

5. Ballooning of Paper Term Loan, FITL, WCTL and Additional Term Loan and repayment in structured EMI i.e. till 31.03.2023

The Weighted Average Rate of Interest before approval of the rework package was 15% approx and after re-work package; the weighted Average Rate of Interest would be 11.25% approx., resulting saving of 11 Cr p.a. approx

Further, we would like to inform that following are the India GDP % of previous 8 years. The GDP was highest in FY 2007. Due to Economic Slowdown; High Inflation; it has decreased to 4.5% in FY 13, the lowest. There was slight improvement in the GDP in FY 14 over FY 13.

We had conceptualized and started the Hotel Division in 2007 when the GDP was highest and estimated the projections. Further, The Hotel Division started the operation in FY 10 when the GDP was 8.6%. Due to economic slowdown; high inflation; decline in spending capacity, the GDP decreases to its lowest level 4.5%.

Further, after the stable Government with clear majority in the Central; Indian Economy revival is expected in ensuing years. After economic revival; Tourism Industry; Hotel Industry and Packaging Industry shall be benefited and your company will also be benefitted.

CORPORATE GOVERNANCE

We believe that good and effective Corporate Governance is more of an organizational culture than a mere adherence to rules. Laws alone cannot bring changes and transformation and voluntary compliance both in form and in substance plays an important role in developing system of good Corporate Governance.

Good Corporate Governance and Risk Management frameworks put in place over the years ensure a value-driven approach, sound business practices, fundamentally strong control environment, strong information systems, effective early warning mechanisms and real-time response system.

The Company is in compliance of all mandatory requirement of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges. For the year ended March 31, 2014, 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 Clause 49 of the Listing Agreement with the Stock Exchanges forms part of Report on Corporate Governance as Annexure -II.

COST AUDITORS

Paper Industry attracts Cost Audit w.e.f. 30th June, 2011 vide the Central Government''s Order No. 52/26/CAB/2010. Hence the Company is required to get its cost record audited. M/s V.K. Dube & Co., Cost Accountants, is re-appointed as Cost Auditors of the Company. The Company has filed its Cost Audit Report for the Financial Year 2012-13 to the Central Government on 27th September, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, 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, the applicable accounting standards have been followed;

b. the Directors have 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 as at 31st March, 2014 and of the profit and loss of the Company for the year ended on that date;

c. the Directors have 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; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

STOCK EXCHANGE LISTING

The shares of the Company are listed on the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE).

The listing fee for the financial year 2014-15 has already been paid to the Bombay Stock Exchange and National Stock Exchange.

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 co-operation 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/-

Date: 1st August, 2014 Pradeep Kumar Jain Abhey Kumar Jain

Place: Delhi Managing Director Whole Time Director

---

Mar 31, 2013

Dear Members

The Directors have pleasure in presenting the 33rdAnnual Report on business and operations along with Audited Annual Accounts for the Financial Year ended 31st March, 2013. The financial highlights for the year under review are given below:

FINANCIAL HIGHLIGHTS

(Amount Rs. in lacs) Financial Year ended Financial Year ended

Particulars 31st March, 2013 31st March, 2012

Total Income 19,062.40 19,715.94

Total Expenditure 23,132.36 22,681.66

Profit /(Loss) before tax -4069.96 -2965.72

Effect of Extra Ordinary Item (Change in 4033.96 NIL

Depreciation Method)

Provision for tax NIL NIL

Wealth Tax 0.76 NIL

Income Tax for Earlier Years NIL NIL

Provision for Deferred Tax Liabilities -6.28 -930.12

Profit after tax -30.48 -2035.60

Balance b/f from Last Year -4149.38 -2113.78

Balance Carried to Balance Sheet -4179.87 -4149.38

Transfer to Reserve NIL NIL

Paid-up Share Capital 6260.19 3760.19

Reserves and Surplus (excluding revaluation reserve) -312.05 -281.57

Earning per share -0.8 -5.41

YEAR IN RETROSPECT

During the year under review, total income of the Company was Rs.19,062.40 Lacs as against Rs. 19,715.94 Lacs in the previous year. Depreciation of Rs.2109.67 Lacs and Interest accrued Rs. 4518.58 Lacs during the year forced the company to suffer loss of Rs. 30.48 Lacs. The main reason for non-recovery of Depreciation and Interest in total are as under:

1. High Inflation rate faced by Indian economy.

2. Coal Price, Petroleum Products, Transportation Cost on Peak Levels.

3. Rate of Interest increased time to times by bankers during the year.

4. Declining in hotel rooms and occupancy rates.

5. High Competition and low operating Margin.

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

The company has changed the method of depreciation on plant and machinery of paper business from WDV to straight-line method which is now in line with the depreciation method followed by most of the players in the same industry. This depreciation method reflects correct net worth/ profitability position of the Company and as such in the interest of the Company and its shareholders.

The detailed Management Discussion & Analysis Report is attached hereto with the Directors'' Report and should be read as part of this Directors Report.

SEGMENTS

PAPER DIVISION

We are pleased to inform to our stakeholders, that to meet out the challenges of recession in our existing final product "Writing and Printing Paper" the company has diversified in to manufacture of "Newsprints" and started manufacturing Newsprints w. e. f. 01st July 2010.

Presently the Company is manufacturing the following Products:

a) Paper and Paper Board

b) Newsprints

Benefits of Manufacturing Newsprints

1. Demand for Newsprints paper is not affected by recession.

2. The realization of payment is fast and no bad debts.

3. Final Product is exempt from Excise Duty

4. Since last two-three years the demand of writing and printing paper is fallen down which results in operating loss to the Company.

As per the separate Books of Account maintained by the Company for Paper and Paper Board (Excisable) and Newsprints (Exempted), results from the Newsprints manufacturing and sale achieved by the company during the Fiscal year 2011-12 and 2012-13 are as under:

(In MT)

Particular 2012-13 2011-12

Production 28358.47 19406.98

Sale 28213.66 19439.21

HOTEL DIVISION

The Hotel Division started its operation w. e. f. 15-02-2009, the Hotel is having category "FIVE STAR" the hotel is doing well. The Hotel is having "TWO WINGS" which is as under:

a) Wing 1 is the lower part of the building which consists of Two Basement, Ground Floor, Mezzanine Floor, Service Floor and First Floor.

b) Wing 2 Consists of 5 Floors, Floor No 2 to 6. Floor from number 2 to 6 provide Rooms and restaurants for the customers.

The Company is maintaining separate records for WING I and WING II, the financial results of the Company for the year 2011-12 and 2012-13 are as under:

(In Rs. Lacs)

Particular 2012-13 2011-12

Net Revenue 4738.69 5312

EBIDTA 1558.45 2106

MATERIAL CHANGES ETC.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company i.e., 31st March, 2013 and the date of this Report.

DIVIDEND

As the Company has suffered losses, due to the increase in the raw material cost, increase in the excise duty, hike in the Petroleum products worldwide, increase in the Coal price by the Central Govt. many times during the financial year, declining in the hotel rooms and occupancy rates and increase in the rate of interest. In view of the aforesaid facts, your Directors regret their inability to recommend any dividend for the financial year ended 31st March, 2013.

PUBLIC DEPOSITS

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy: The Company is aware about energy consumption and environmental issue related to it and is continuously making sincere efforts towards conservation of energy. The Company is in fact engaged in the continuous process of further energy conservation through improved operational and maintenance practices. Informations required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure A, forming part of this Report.

B. Technology Absorption: 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 Company.

C. Foreign exchange earnings and outgo:

i. Import and Export Activities: During the year under review the Company have made Import/Export as given below:

(Amount in Rs. Lacs)

Total Import: Paper 50.79

Hotel 18.28

Total Export: Paper Nil

Hotel Nil

ii. Foreign Exchange Earnings and Outgo: (Amount in Rs.

Lacs)

Total Foreign Exchange Inflow 918.08

Total Foreign Exchange outflow 74.27

PARTICULARS OF EMPLOYEES

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

DIRECTORS

During the year, nominee of Punjab National Bank, Mr. Kamal Prasad, Nominee Director of Company ceased to be director of the Company on 22nd March, 2013 and Mr. Bikash Narayan Mishra is appointed as Nominee Director of the Company on the same date. Punjab National Bank has informed the Company vide letter dated 11th February, 2013 that the reason for the change of nominee was reconstitution of Bank''s Circles, the branch located at Mohan Nagar, Ghaziabad, where the accounts of the Company being maintained, has been shifted from the jurisdiction of Circle Office, Meerut to the Circle Office, NCR, Noida. Hence, Punjab National Bank nominated Mr. Bikash Narayan Mishra, Circle Head, NCR Noida to hold the office of Nominee Director in the Company.

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr. Praveen Kumar Jain and Mr. Abhey Kumar Jain are liable to retire by rotation and being eligible offer themselves for re-appointment.

The brief resumes of the directors who are to be re-appointed and have been appointed, the nature of their expertise in specific functional areas, names of companies in which they have held directorships, committee memberships/ chairmanships, their shareholdings etc. are furnished in Corporate Governance Report attached with this report.

AUDITORS

M/s Sunil K Mittal & Co., Chartered Accountants, Auditors of the Company has shown their unwillingness to be re-appointed as Auditors for Financial year 2013-14 due to their pre-occupations and tendered resignation on 4th July, 2013. M/s Aggarwal & Rampal, Chartered Accountants has shown their willingness to be appointed as Auditors of the Company for the Financial Year 2013-14. The Company has received the consent letter and certificate under Section 224(1B) from M/s Aggarwal & Rampal, Chartered Accountants. Your Directors recommend the appointment of M/s Aggarwal & Rampal, Chartered Accountants as Auditors of the Company and if appointed, shall hold office until the conclusion of the next Annual General Meeting.

AUDITORS'' REPORT

Comments made by the Statutory Auditors in the Auditors'' Report are self- explanatory except a qualification made regarding non-compliance with Accounting Standard-15 in respect of Employee benefits issued by Institute of Chartered Accountants of India.

In regard to the auditor''s qualification on non-compliance with Accounting Standard - 15 in respect of Employee Benefit issued by Institute of Chartered Accountants of India. It is hereby clarified that –

(a) Retirement benefits in the form of provident fund & pension schemes whether in pursuance of law or otherwise, the Company is regular in depositing these dues to the credit of appropriate authorities in due time.

(a) Liability in respect of gratuity payable to employees has been provided for on the assumption that such benefits are payable to all employees who have completed five years of service at the end of accounting year

(b) Liability in respect of leave encashment payable to employees has been provided for leave credit at the year-end.

The provision for gratuity and leave encashment is not based on the actuarial valuation; however the company will make compliance in due course of time.

CORPORATE GOVERNANCE

We believe that good and effective Corporate Governance is more of an organizational culture than a mere adherence to rules. Laws alone cannot bring changes and transformation and voluntary compliance both in form and in substance plays an important role in developing system of good Corporate Governance.

Good Corporate Governance and Risk Management frameworks put in place over the years ensure a value- driven approach, sound business practices, fundamentally strong control environment, strong information systems, effective early warning mechanisms and real-time response system.

The Company is in compliance of all mandatory requirement of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges. For the year ended March 31, 2013, the compliance status is provided in the Corporate Governance section of the Annual Report. A Certificate issued by CS Munish K Sharma, Company Secretary in Practice on confirming compliance of the conditions of Corporate Governance stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges forms part of Report on Corporate Governance as Annexure -II.

COST AUDITORS

Paper Industry attracts Cost Audit w.e.f. 30th June, 2011 vide the Central Government''s Order No. 52/26/CAB/2010. Hence the Company is required to get its cost record audited. M/s V.K. Dube & Co., Cost Accountants, is re-appointed as Cost Auditors of the Company. The Company has filed its Cost Audit Report for the Financial Year 2011-12 to the Central Government on 25th February, 2013 before due date i.e., 28th February, 2013. Particulars of Cost Auditors'' are mentioned below:

Name of the Cost Auditor''s Firm V.K. Dube & Co., Cost Accountants

FRN of Cost Auditors 00343

Address: T II/206, Gulmohar Enclave, Nehru Nagar III, Ghaziabad, U.P.

E-mail id [email protected]

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, 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, the applicable accounting standards have been followed;

b. the Directors have 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 as at 31st March, 2013 and of the profit and loss of the Company for the year ended on that date;

c. the Directors have 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; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

STOCK EXCHANGE LISTING

The shares of the Company are listed on the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE).

The listing fee for the financial year 2013-14 has already been paid to the Bombay Stock Exchange and National Stock Exchange.

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 co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For MAGNUM VENTURES LIMITED

Sd/- Sd/-

Date: 14th July, 2013 PRADEEP KUMAR JAIN ABHEY KUMAR JAIN

Place: Delhi Managing Director Whole Time Director

---

Mar 31, 2012

The Directors have pleasure in presenting the 32ndAnnual Report on business and operations along with Audited Annual Accounts for the Financial Year ended 31st March, 2012. The financial highlights for the year under review are given below:

FINANCIAL HIGHLIGHTS (Amount Rs. in lacs)

Financial Year Financial Year Particulars ended ended 31st March, 2012 31st March, 2011

Total Income 19,715.94 17116.27

Total Expenditure 22681.66 21229.77

Profit/(Loss) before tax -2965.72 -4113.50

Provision for tax NIL NIL

Wealth Tax NIL 0.17

Income Tax for Earlier Years NIL NIL

Provision for Deferred Tax Liabilities -930.12 -1269.83

Profit after tax -2035.60 -2843.84

Balance b/f from Last Year -2113.78 730.06

Balance Carried to Balance Sheet -4149.38 -2113.78

Transfer to Reserve NIL NIL

Paid-up Share Capital 3760.19 3760.19

Reserves and Surplus (excluding revaluation -281.57 1754.04 reserve)

Earning per share -5.41 -7.56

YEAR IN RETROSPECT

During the year under review, total income of the Company was Rs. 19,715.94 Lacs as against Rs. 17116.27 Lacs in the previous year. Depreciation of Rs. 2225.43 Lacs and Interest accrued Rs. 4091.93 Lacs during the year forced the company to suffer loss of Rs. 2035.60 Lacs. The main reason seen for not recovery of Depreciation and Interest in total are as under:

1. High Inflation rate faced by Indian economy.

2. Coal Price, Petroleum Products, Transportation Cost on Peak Levels.

3. Rate of Interest increased multiple times by bankers during the year.

4. High Competition and low operating Margin.

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

The detailed Management Discussion & Analysis Report is attached hereto with the Director’s Report and should be read as part of this Directors Report.

SEGMENTS

PAPER DIVISION

We are pleased to inform to our stakeholders, that to meet out the challenges of recession in our existing final product “Writing and Printing Paper” the company has diversified in to manufacture of “Newsprints” and started manufacturing Newsprints w.e.f. 01st July 2010.

Presently the Company is manufacturing the following Products:

a) Duplex Board

b) Newsprints

Benefits of Manufacturing Newsprints

1. Demand for Newsprints paper is not affected by recession.

2. The realization of payment is fast and no bad debts.

3. Final Product is exempt from Excise Duty

4. Since last two year the demand of writing and printing paper is fallen down which results in operating loss to the company.

As per the separate Books of Account maintained by the company for Duplex Board (Excisable) and Newsprints (Exempted), results from the Newsprints manufacturing and sale achieved by the company during the Fiscal year 2010-11 and 2011-12 are as under:

(In MT)

Particular 2010-11 2011-12

Production 5117.44 19406.98

Sale 5058.28 19439.21

HOTEL DIVISION

The Hotel Division started its operation w.e.f. 15-02-2009, the Hotel is having category “FIVE STAR” the hotel is doing well. The Hotel is having “TWO WINGS” which is as under:

a) Wing 1 is the lower part of the building which consists of Two Basement, Ground Floor, Mezzanine Floor, Service Floor and First Floor.

b) Wing 2 Consists of 5 Floors, Floor No 2 to 6. Floor from number 2 to 6 provide Rooms and restaurants for the customers.

The Company is maintaining separate records for WING I and WING II, the financial results of the company for the year 2010-11 and 2011-12 are as under:

(In Rs. Lacs)

Particular 2010-11 2011-12 %age Increase

Gross Revenue 4521 5312 17.49

EBIDTA 589 2106 257.55

MATERIAL CHANGES ETC.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company-31st March, 2012 and the date of this Report.

DIVIDEND

The turnover of the Company has increased during the year. However, Company has suffered losses, due to the increase in the raw material cost, increase in the excise duty, hike in the Petroleum products worldwide, increase in the Coal price by the Central Govt. every fortnight during the financial year and increase rate of interest. In view of the aforesaid facts, your Directors regret their inability to recommend any dividend for the financial year ended 31st March, 2012.

PUBLIC DEPOSITS

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy: The Company is aware about energy consumption and environmental issue related to it and is continuously making sincere efforts towards conservation of energy. The Company is in fact engaged in the continuous process of further energy conservation through improved operational and maintenance practices. Information as required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure A, forming part of this Report.

B. Technology Absorption: 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. Research & Development is being carried out on routine basis.

C. Foreign exchange earnings and outgo:

i. Export Activities: During the year under review the Company have made Import/Export as given in

(ii) below.

ii. Foreign Exchange Earnings and Outgo: (Amount in Rs. Lacs)

Total Foreign Exchange Inflow 989.44

Total Foreign Exchange outflow 230.29

PARTICULARS OF EMPLOYEES

During the financial year under review, none of the Company’s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

DIRECTORS

Since the last Annual General Meeting, no director has been appointed.

In accordance with the provisions of the Companies Act, 1956 and the Company’s Articles of Association, Mr Shri Krishan Jain and Mr Rakesh Garg are liable to retire by rotation and being eligible offer themselves for re-appointment.

The tenure of Mr Parmod Kumar Jain as Whole-Time Director of the company ended on 31st December, 2011. The board in its meeting held on 14th November, 2011 decided not to re-appoint him as whole time director as a consequnec his designation changed from Whole-Time Director to Director with effect from 1st January, 2012.

The brief resumes of the directors who are to be re-appointed, the nature of their expertise in specific functional areas, names of companies in which they have held directorships, committee memberships/ chairmanships, their shareholdings etc. are furnished in Corporate Governance Report attached with this report.

AUDITORS

M/s Sunil K Mittal & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re- appointment.

AUDITORS' REPORT

Comments made by the Statutory Auditors in the Auditors’ Report are self- explanatory and do not require any further clarification.

CORPORATE GOVERNANCE

We believe that good and effective Corporate Governance is more of an organizational culture than a mere adherence to rules. Laws alone cannot bring changes and transformation and voluntary compliance both in form and in substance plays an important role in developing system of good Corporate Governance.

Good Corporate Governance and Risk Management frameworks put in place over the years ensure a value-driven approach, sound business practices, fundamentally strong control environment, strong information systems, effective early warning mechanisms and real-time response system.

The Company is in compliance of all mandatory requirement of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges. For the year ended March 31, 2012, the compliance status is provided in the Corporate Governance section of the Annual Report. A Certificate issued by CS Munish K Sharma, Company Secretary in Practice on confirming compliance of the conditions of Corporate Governance stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges forms part of Report on Corporate Governance as Annexure - II.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, 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, the applicable accounting standards have been followed;

b. the Directors have 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 as at 31st March, 2012 and of the loss of the Company for the year ended on that date;

c. the Directors have 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; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

STOCK EXCHANGE LISTING

The shares of the Company are listed on the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE).

The listing fee for the financial year 2012-13 has already been paid to the Bombay Stock Exchange and National Stock Exchange.

ACKNOWLEDGEMENT

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

For and on Behalf of the Board For MAGNUM VENTURES LIMITED

Sd/- ABHEY JAIN Whole Time Director

Sd/- PRADEEP KUMAR JAIN Managing Director

Date : 30th August, 2012 Place: Delhi

---

Mar 31, 2010

The Directors are pleased to present the 30th Annual Report of the company together with the Audited Statement of Accounts for the Financial Year ended March 31, 2010 for your consideration and approval.

COMPANYS PERFORMANCE

Your Companys performance during the year 2009-10 is summarized below:

FINANCIAL HIGHLIGHTS (Amount in Lacs)

Financial Year ended Financial Year ended Particulars

31st March, 2010 31st March, 2009

Total Income 13407.31 11319.24

Total Expenditure 16355.04 11449.20

Loss/Profit before tax (2947.74) (129.96)

Provision for tax Nil Nil

Provision for FBT Nil 0.75

Income Tax for Earlier Years 0.08 4.10

Provision for Deferred Ta x Liabilities (1021.39) (45.53)

Profit/Loss after tax (1926.43) (89.27)

Balance b/f from Last Year 2656.49 2745.76

Balance Carried to Balance Sheet 730.06 2656.49

Transfer to Reserve - -

Paid-up Share Capital 3760.19 3760.19

Reserves and Surplus (excluding revaluation reserve) 4597.88 6524.31

YEAR IN RETROSPECT

During the year under review, total income of the Company was Rs. 13407.31 lacs as against Rs. 11319.24 lacs in the previous year. The Company has incurred a loss of Rs. 2947.74 lacs for the year as against a loss of Rs. 129.96 lacs. Your Directors are putting in their best efforts to improve the performance of the Company.

The detailed Management Discussion & Analysis Report is attached hereto with the Directors Report and should be read as part of this Directors Report.

MATERIAL CHANGES AFTER THE CLOSE OF THE FINANCIAL YEAR

The Company is proposing to come up with a rights issue and the approval for the same has been sought from the members of the Company. Save as mentioned here in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company on 31st March, 2010 and the date of this Report.

DIVIDEND

The Company was able to increase its turnover by more than 10% inspite of recession in the Market during the year. Due to heavy interest on Loans taken by the Company for its projects, which is increased by more than two times of the previous year and depreciation, the Company has suffered losses. In view of the aforesaid facts, your Directors regret their inability to recommend any dividend for the financial year ended 31st March 2010.

PUBLIC DEPOSITS

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy:

The Company is aware about energy consumption and environmental issue related to it and is continuously making sincere efforts towards conservation of energy. The Company is in fact engaged in the continuous process of further energy conservation through improved operational and maintenance practices. Information as required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure A, forming part of this Report

B. Technology Absorption:

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. Research & Development is being carried out on routine basis. However, specific R&D expenditure is not allocated.

C. Foreign exchange earnings and outgo: i. Export Activities: During the year under review the Company have made Import/Export as given in (ii) below.

ii. Foreign Exchange Earnings and Outgo: (Amount in Rs Lacs)

Total Foreign Exchange Inflow 85.09

Total Foreign Exchange outflow 1424.63





PARTICULARS OF EMPLOYEES

During the financial year under review, none of the Companys employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

DIRECTORS

After the last Annual General Meeting, Mr. Satyendra Prasad Singh, Mr Suresh Jain and Mr Paritosh Kumar Jain resigned from the Board. Mr Shri Krishan Jain was appointed as an Additional Director on the Board w.e.f 15th February, 2010, Mr. Abhey Jain was appointed as an Additional Director and Whole Time Director on 10th December 2009 and Mr. Mohd Shahid Aftab was appointed as Nominee Director by the Banks on 28th December, 2009. In terms of the provisions of the Compa- nies Act, 1956, they hold office until the date of the ensuing Annual General Meeting. Their appointment as an ordinary director of the Company is placed before the members for consideration. The Board recommends the resolution for adoption by the members.

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Mr Rakesh Garg, Mr Naveen Jain and Mr Vinod kumar Jain are liable to retire by rotation and being eligible offer themselves for re-appointment. Directors recommend their re-appointment.

AUDITORS

M/s Sunil K Mittal & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

AUDITORS REPORT

Comments made by the Statutory Auditors in the Auditors Report are self- explanatory and do not require any further clarification.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, 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, the applicable accounting standards have been followed;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates st that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March, 2010 and of the profit of the Company for the year ended on that date;

c. the Directors have 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; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

STOCK EXCHANGE LISTING

The shares of the Company are listed on the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). The listing fee for the financial year 2010-11 has already been paid to the Bombay Stock Exchange and National Stock Ex- change.

ACKNOWLEDGEMENT

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

For and on Behalf of the Board

For MAGNUM VENTURES LIMITED

Sd/- Sd/-

Date : 13th August, 2010 PRADEEP KUMAR JAIN PRAVEEN KUMAR JAIN

Place:New Delhi Managing Director Managing Director