ANNUAL REPORT 2011-2012
Your Directors have pleasure in presenting the 20th Annual Report on the
business and operations of the Company together with Audited Accounts for
year ended on 31st March, 2012.
(Amount in Rupees)
Particulars Year ended 31st Year ended 31st
March, 2012 March, 2011
Sales and Other Income 2,800 2,100
Depreciation and amortization expense 27,840 88,452
Financial Cost 177 328
Employee & Other Expenses 357,911 399,976
Loss Before Tax 383,128 486,656
Deferred Tax 23,349 9,704
Net Profit/(Loss) (406,477) (496,360)
Earning per Equity Share (0.09) (0.11)
Due to the loss incurred by the Company, your Directors express their
inability to recommend any dividend for the year under review.
There was no income from operations during the financial year. The net Loss
during the year was Rs. 4,06,477 compared to Net Loss of Rs. 4,96,360
during the previous year.
In accordance with the provisions of sub-section (1) of section 256 of the
Companies Act, 1956 and Article 126 of the Articles of Association of the
Company, Mr. Ram Singh, Director of the Company retire by rotation at the
ensuing Annual General Meeting and being eligible offer himself for re-
Pursuant to section 260 of the Companies Act, 1956, Mr. Dineshkumar Sharma
was appointed as an Additional Director by the Board of Directors with
effect from 2nd December, 2011. Mr. Dineshkumar Sharma would hold office up
to date of the ensuing Annual General Meeting. The Company has received a
notice in writing from a member proposing the candidature of Mr.
Dineshkumar Sharma for the office of Director, liable to retire by
During the year, Mr. Munendrasingh Jadon, Director ceased to director with
effect from 15th October, 2011 due to death. The Board places on record its
appreciation for the services rendered by him during his tenure as director
of the Company. For perusal of the Shareholders, a brief resume of the
Director being appointed/re-appointed is given and forms part of the
Notice. Your Directors recommend their appointment/re-appointment.
DIRECTOR`S RESPONSIBILITY STATEMENT:
Pursuant to section 217(2AA) of the Companies Act, 1956, the Board of
Directors of the Company hereby confirms that:
1. In the preparation of the annual accounts for the financial year ended
31st March, 2012, the applicable accounting standards had been followed
alongwith proper explanations relating to material departures, if any;
2. 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 at the end of the financial year of the Company and of the loss of
the Company for that period;
3. The directors have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
4. The Board of Directors had prepared the annual accounts for the
financial year ended 31st March, 2012 on a going concern basis.
AUDITORS & AUDITORS REPORT:
M/s. Asim Mehta & Associates, Chartered Accountants, Ahmedabad, Statutory
Auditors of the Company, retires at the forthcoming Annual General Meeting
and the Company has received a certificate pursuant to section 224(1B) of
the Companies Act, 1956 from them to the effect that their re-appointment,
if made, will be in accordance with the limits as specified in the said
There is no reservation, qualification or adverse remark in the Auditors`
Report which require any clarification/explanation. The Notes to Accounts
forming Part of the financial statements are self explanatory and need no
The Company has neither accepted nor invited any deposits from public,
within the meaning of section 58A and 58AA of the Companies Act, 1956 and
the Rules made there under.
Your Company has complied with the mandatory provisions of Clause 49
relating to Corporate Governance of the Listing Agreement with the Stock
Exchange. A separate section on Corporate Governance and the certificate
from Company`s auditors confirming the compliance of conditions on
Corporate Governance is annexed and forms part of this Report.
OPEN OFFER TO ACQUIRE SHARES OF THE COMPANY:
The promoters of the Company had entered into a Share Purchase Agreement
with M/s. Pavaki Vanijya Private Limited, Kolkata, ("PVPL"/"the Acquirer")
to sell their entire stake viz. 7,96,333 Equity Shares representing 18.21%
of the issued, subscribed and paid-up equity share capital of the Company.
As such the Acquirer had made a short Public Announcement under Regulation
15(1) of SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011 ("SEBI (SAST) Regulations"/"Regulations") dated 16th
July, 2012 in this regard and Detailed Public Statement was published on
23rd July, 2012 in the newspapers in terms of Regulation 13(4) of SEBI
(SAST)) Regulations. In terms of Regulation 18(1) of SEBI (SAST)
Regulations, the Company has received draft Letter of Offer from Manager to
the Open Offer for acquisition of 11,37,006 equity shares representing 26%
of the issued, subscribed and paid-up equity share capital of the Company.
As required under section 383A(1) of the Companies Act, 1956. The Company
obtained the secretarial Compliance Certificate from M/s. J. Akhani &
Associates, Company Secretaries, Ahmedabad and the same is annexed
Your Directors wish to place on record their deep appreciation to employees
for their efforts, dedication, commitment and loyal services to the Company
during the year under review.
PARTICULARS OF EMPLOYEES:
The particulars required under section 217(2A) of the Companies Act, 1956,
read with the Companies (Particulars of Employees) Rules, 1975, as amended,
is not applicable as there are no employees falling in that category.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING
The information required under the provisions of the 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 are Nil. There was no
foreign exchange earning and outgo by the Company during the financial
APPRECIATION AND ACKNOWLEDGMENT:
Your Directors wish to place on record their appreciation for the continued
guidance and support provided by Bank, Government Authorities, Auditors and
Shareholders during the year under review. Your Directors also wish to
place on record their deep sense of appreciation for the devoted services
of the Staff members of the Company.
By Order of the Board of Directors
Date : 14th August, 2012 Shailesh Bhandari Ram Singh
Place: Ahmedabad Director Director
We have examined the registers, records, books and papers of MAGNUM LIMITED
("the Company") as required to be maintained under the Companies Act, 1956
("the Act") and the Rules made there under and also the provisions
contained in the Memorandum and Articles of Association of the Company for
the financial year ended on 31st March, 2012 ("financial year"). In our
opinion and to the best of our information and according to the
examinations carried out by us and explanations furnished to us by the
Company, its officers and agents, we certify that in respect of the
aforesaid financial year:
1. The Company has kept and maintained all registers as stated in Annexure
`A` to this certificate, as per the provisions of the Act and the rules
made there under and all entries therein have been duly recorded.
2. The Company has filed the forms and returns as stated in Annexure `B` to
this certificate, with the Registrar of Companies. However, the Company was
not required to file any forms and returns to Regional Director, Company
Law Board, Central Government or such other authorities.
3. The Company being Limited Company, has minimum prescribed paid up
4. The Board of Directors duly met 5(Five) times on 25th May, 2011, 11th
August, 2011, 11th November, 2011, 2nd December, 2011 and 4th February,
2012 in respect of which meetings proper notices were given and the
proceedings were properly recorded and signed in the Minutes Book
maintained for the purpose. The Company did not pass any circular
resolution during the financial year.
5. The Company closed its Register of Members and Share Transfer Books from
26th September, 2011 to 30th September, 2011 (both days inclusive) and
necessary compliance of section 154 of the Act has been made.
6. The Annual General Meeting for the financial year ended on 31st March,
2011 was held on Friday, 30th September, 2011 after giving due notice to
the members of the Company and the resolutions passed thereat were duly
recorded in Minutes Book maintained for the purpose.
7. No Extra-Ordinary General Meeting was held during the financial year.
8. The Company has not advanced any loans to its directors and/or persons
or firms or companies referred in section 295 of the Act.
9. The Company has not entered into any contracts to which the provisions
of section 297 of the Act applies.
10. The Company has made necessary entries in the register maintained under
section 301 of the Act for disclosure of interest by the Directors under
section 299 of the Act.
11. As there were no instances falling within the purview of section 314 of
the Act, the Company has not obtained any approvals from the Board of
Directors, Members or Central Government.
12. The Company has not issued any duplicate share certificate during the
13. The Company has:
(i) Delivered all the share certificates on lodgment thereof for transfer/
transmission in accordance with the provisions of the Act. There was no
allotment of securities during the financial year.
(ii) Not declared any dividend during the financial year under review.
(iii) Not required to post warrants for dividends to any members of the
Company, as no dividend was declared during the financial year.
(iv) Not required to transfer to Investor Education and Protection Fund,
the amounts in unpaid dividend account, application money due for refund,
matured deposits, matured debentures and the interest accrued thereon, as
there was no amount which had remained unclaimed or unpaid for a period of
(v) Duly complied with the requirements of section 217 of the Act.
14. The Board of Directors of the Company is duly constituted and
appointment of Director, Additional Director has been duly made.
15. The Company has not appointed any Managing Director/Whole-Time
Director/Manager during the financial year.
16. The Company has not appointed any sole-selling agent during the
17. The Company was not required to obtain any approvals of the Central
Government, Company Law Board, Regional Director, Registrar of Companies or
such other authorities as may be prescribed under the various provisions of
the Act during the financial year.
18. The directors have disclosed their interest in other firms/companies to
the Board of Directors pursuant to the provisions of the Act and the rules
made there under.
19. The Company has not issued any shares/debentures/other securities
during the financial year.
20. The Company has not bought back any shares during the financial year.
21. The Company has not issued any preference shares/debentures; therefore
question of redemption does not arise.
22. There were no transactions necessitating the Company to keep in
abeyance rights to dividend, rights shares and bonus shares pending
registration of transfer of shares.
23. The Company has not invited or accepted any deposit from public falling
within the purview of section 58A and 58AA read with Companies (Acceptance
of Deposit) Rules, 1975.
24. The amount borrowed by the Company from directors, members, public,
financial institutions, banks and others during the financial year is
within the borrowing limits of Company.
25. The Company has not made any loans or investments or given guarantees
or provided securities to other bodies corporate during the financial year
and consequently no entries have been made in the Register kept for the
26. The Company has not altered the provisions of the Memorandum with
respect to situation of the Company`s registered office from the one state
to another during the year under scrutiny.
27. The Company has not altered the provisions of the Memorandum with
respect to the objects of the Company during the year under scrutiny.
28. The Company has not altered the provisions of the Memorandum with
respect to name of the Company during the year under scrutiny.
29. The Company has not altered the provisions of the Memorandum with
respect to share capital of the Company during the year under scrutiny.
30. The Company has not altered its Articles of Association during the
31. There was no prosecution initiated against or shows cause notices
received by the Company and no fines and penalties or any other punishment
imposed on the Company during the financial year for alleged offences under
32. The Company has not received any money from its employees as security
deposit pursuant to section 417(1) of the Act during the financial year.
33. The Company has not constituted any trust for its employees and hence
provisions of section 418 of the Act are not applicable.
For J. AKHANI & ASSOCIATES
Place: Ahmedabad PROPRIETOR
Date : 14th August, 2012 C.P. No.: 9179
Membership No. 9564
Annexure - A
Registers as maintained by the Company:
1. Register & Index of Members u/s 150 of the Companies Act, 1956
2. Register of Director etc. u/s 303 of the Companies Act, 1956
3. Register of Directors` Shareholdings u/s 307 of the Companies Act, 1956
4. Register of Companies and firms in which Directors of the Companies are
interested as required under the Provisions of sec. 299 & 301 of the
Companies Act, 1956
5. Register of Charges u/s 143 of the Companies Act, 1956
6. Register of Loans and Investments u/s 372A of the Companies Act, 1956
7. Minutes Book of the Board Meeting u/s 193(1) of the Companies Act, 1956
8. Minutes Book of the proceedings of General Meeting u/s 193(1) of the
Companies Act, 1956
9. Books of Accounts u/s. 209(1)(a) to (c)
10. Register of Share Transfer/Transmissions
11. Attendance Register of Directors
12. Attendance Register of Members at General Meeting of the Company
Annexure - B
Forms and Returns as filed by the Company with Registrar of Companies,
Gujarat/Ministry of Corporate Affairs, Company Law Board, Regional
Director, Central Government or other authorities during the financial year
ended on 31st March, 2012.
* With Registrar of Companies
Sr. Forms Filed under section Purpose
1. Form 66 383A & rule 3(2) of Compliance Certificate for the year
Companies Compliance ended on 31st March, 2011 filed
P76710730 dated vide Challan No.
2. Form 32 303(2) Cessation of Director dated 15th
October, 2011 filed vide Challan
No. B24641763 dated 11/11/2011
3. Form 20B 159 Annual Return made upto 30th
September, 2011 field vide Challan
No. P81706244 dated 29/11/2011
4. Form 32 260, 303(2) Appointment of Additional Director
dated 2nd December, 2011 filed vide
Challan No. B28301679 dated
5. Form 220 Annual Accounts for the financial
23ACXBRL year ended on 31st March, 2011
& Form filed vide Challan No. P85535797
23ACAXBRL dated 31/01/2012
* With Company Law Board - Nil
* With Regional Director - Nil
* With Central Government & Other Authorities - Nil
For J. AKHANI & ASSOCIATES
Place: Ahmedabad PROPRIETOR
Date : 14th August, 2012 C.P. No.: 9179
Membership No. 9564
MANAGEMENT DISCUSSION AND ANALYSIS
Service sector of Indian economy contributes a sizeable part of India`s
GDP. This sector plays a leading role in the economy of India and
contribution in GDP goes upto 59% of the overall average growth in GDP. The
service sector continues to be a star performer as its share in GDP has
climbed from 58% in 2010-2011 to 59% in 2011-2012 with the growth rate of
9.4%. Some of the service sectors that have grown faster than the economy
are information technology, IT enabled services, telecommunications,
financial services etc. The fact that the service sector now accounts for
more than half the GDP marks a watershed in the evolution of the Indian
economy and takes it closer to the fundamentals of a developed economy.
The Company has not carried out any business activities during the
financial year and as such there was no income from operations during the
OPPORTUNITIES AND THREATS:
The global recession only partially succeeded in slowing the Indian economy
thanks to the continual offsetting growth of service sector to nearly 10%
in the year 2010- 11. The Services Sector continues to remain growth engine
for Indian Economy in the year 2011-2012 also. This will open up ample
opportunities for your company to revive the business activities in future.
The financial and service sector is highly competitive after opening up of
the Indian company, however the growth of the same has been badly affected
after the collapse of the financial system in US & Europe. There is also a
consolidation in the financial and service sector in the recent past. This
will help your company to revive the business operations related to service
sector in future, however the company is required to make a sizeable
investments, which requires a huge cash outflow.
SEGMENT ANALYSIS AND REVIEW:
The activity of the Company was to provide service of Share Transfer
related activity. Therefore the Company operates in a single
business/geographical segment as envisaged in Accounting Standard (AS-17)
issued by the ICAI. Hence segment wise performance is not furnished.
Looking at the opportunities available in the service sector and growth of
the service sector post liberalization, there is a good scope for your
company to revive the business activities related to software and share
transfer related activates apart from venturing into new areas of service
sector. Being a historically well managed company, your company has a good
outlook for the future in Service sector related business activities.
RISKS & CONCERNS:
Our Company like other companies is exposed to various types of risks, such
as financial risks, business risks, legal & statutory risks, political
risks, management risks, knowledge risks etc. Externally, the Company is
exposed to financial risks, strategic risks, operational risks and hazard
risks. Internally, it is exposed to liquidity & cash flow risks, risks
regarding intellectual capital, accounting controls, information systems
INTERNAL CONTROL AND ADEQUACY:
Your Company has a proper and adequate internal control to ensure all
assets are safeguard and protected against loss from unauthorized use or
The Internal Control System is designed to ensure that financial and other
records are reliable for preparing financial information and other Data and
for maintaining accountability of the assets. Our Company has robust
internal system and process in place for ensuring the smooth conduct of its
The integrity and reliability of the internal control systems are achieved
through clear policies and procedures.
During the year 2011-2012, the total income of the Company was Rs. 2800
compared to Rs. 2100 of the previous year. This was mainly due to
discontinuation of share transfer related activity by the company.
The Net Loss before tax of the Company during the year was Rs. 3,83,128 as
against loss Rs. 4,86,656 during the previous year. The Net Loss after tax
including deferred tax was Rs. 4,06,477 as against loss Rs. 4,96,360 in the
Your Company has great value for the commitment, competence and vigor shown
by its employees in all aspects of business. Your Company confirms to align
the policies of its human resources as per the business requirements.
The board would like to express its sincere appreciation and gratitude on
behalf of all the stakeholders of the Company, who benefit from the hard
work of the employees.
Statement in this Management Discussion and Analysis report detailing the
Company`s objective, projections about the future, estimates, expectations
or predictions including, but not limited to, statements about the
Company`s strategy for growth, products development, market position and
expenditures may be "forward - looking statements" within the meaning of
applicable securities laws and regulations.
Actual results could differ materially from those expressed or implied.
Important factors that could make a difference to the Company`s operations
include economic conditions affecting demand/supply and price conditions in
the domestic and overseas markets in which the Company operates, changes in
the Government regulations, tax laws and other statues or other incidental
factors. The Company assumes no responsibility to publicly amend, modify or
revise any forward looking statements, on the basis of any subsequent
development, information or events or otherwise.