Your Directors are pleased to present the Forty Sixth Annual Report of Magnus RetailLimited (hereinafter referred to as “the Company”) along with the Standalone AuditedFinancial Statements for the Financial Year ended March 31, 2024 (hereinafter referred toas “year under review” or “year” or “FY 2023-24”).
In compliance with the applicable provisions of Companies Act, 2013, (including any statutorymodification(s) or re-enactment(s) thereof, for time being in force) (hereinafter referred to as“Act”) and the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 (hereinafter referred to as “SEBI Listing Regulations”), thisReport covers the financial performance and other developments in respect of the Companyduring the financial year ended March 31,2024 and upto the date of the Board Meeting heldon May 29, 2024 to approve this Report.
The financial performance of the Company for the Financial Year ended March 31,2024 is summarised below:
Sr.
No.
Particulars
2023-24
2022-23
1
Revenue from operations
66.54
-
2
Other Income
3
Total
4
(Loss) Before Exceptional items, Depreciation & Tax(PBDT)
(37.81)
(29.06)
5
Less: Depreciation
Less: Exceptional Items
6
(Loss)for the year before taxation
7
Less: Provision for tax
Tax paid for earlier year
8
Loss for the year after tax
9
Other Comprehensive Income
10
Total Comprehensive Income for the year
The Company has resumed trading in Fruits and Vegetables.
During the Financial Year under review, the Company’s Total Revenue stood at Rs.66.54 Lakhs as compared to Nil for the previous Financial Year. The Loss before taxstood at Rs. 37.81 Lakhs during the Financial Year under review as against Loss beforetax Rs 29.06 Lakhs for the previous Financial Year. The Net Loss after Tax for the yearwas Rs. 37.81 Lakhs as against the Loss after tax Rs. 29.06 Lakhs reported in theprevious Financial Year.
The board is confident of pursuing these operations more effectively during the currentyear and the years to follow.
Considering the losses incurred by the Company and with a view to conserve the fundsof the Company, your Directors have not recommended any dividend to the equityshareholders for the Financial Year ended March 31, 2024.
Your Company has not transferred any amount to the reserves.
Company has deviated its line of business activity to Fruits and Vegetables Industry, thecompany might explore and expand these activities further as and when opportunitiesarise in the future within the scope of its objects as per the latest Memorandum ofAssociation of the Company.
During the Financial Year under review, the Company did not have any Subsidiary,Joint Venture or Associate Companies.
6. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIALPOSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THEFINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE ANDTHE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyhave occurred in the Company since the end of Financial Year ended March 31, 2024till the date of this report.
The paid up Equity Share Capital of the Company was Rs. 338.03 Lakhs (Rs.3,38,03,000/-) divided into divided into 33.80 Lakhs (33,80,300) shares of Rs. 10/-each as on March 31,2023.
The Company’s Equity Share Capital is listed on the BSE Limited (“BSE”) and areinfrequently traded shares. The shares of the Company have not been suspended fromtrading. The annual listing fee had been paid to the stock exchange before due date.
During the year under review, the Company has not issued any shares or otherconvertible securities, bonus shares or made a rights issue of shares or shares withdifferential voting rights or granted any stock options or any sweat equity shares.Further, the Company did not buy back any of its shares.
The Company has not accepted any deposits from public within the meaning of Section73 and 74 of the Act and Rules framed thereunder (including any amendments thereof)during the Financial Year ended March 31,2024 and, as such, no amount on account ofprincipal or interest on deposit from public was outstanding as on the date of this report.
Since the Since the Company has neither any workmen nor engaged in any activityhence environment and safety measures are not required to be followed for the timebeing.
The financial statements of the Company for the Financial Year, on a standalone basishas been prepared in compliance with the Act, applicable Accounting Standards andSEBI Listing Regulations and are disclosed in accordance with Schedule III of the Act.
In terms of the provisions of Section 152(6) of the Act read with Articles ofAssociation of the Company, Mr. Girish K. Sarda, Director (DIN : 07987669) of theCompany, retires by rotation at the ensuing AGM and being eligible offers himselffor re-appointment. The Board recommends his re-appointment for the approval ofMembers. A resolution seeking Members’ approval for his re-appointment formspart of the Notice of the AGM. In accordance with Regulation 36 of the SEBI ListingRegulations and Secretarial Standard-2 on General Meetings, brief particulars andexpertise of Director to be re-appointed is given in the annexure to the Notice ofthe AGM.
Pursuant to the provisions of Section 203 of the Act read with the applicable rulesmade thereunder, the following employees are appointed as the Whole-Time KeyManagerial Personnel of the Company:
1. Mr. Laxman A. Savalkar - Managing Director
2. Mr. Girish K. Sarda - Chief Financial Officer
3. Ms. Sarita Kumari - Company Secretary and Compliance Officer
The Company has devised the following Policies viz:
a) Policy for selection of Directors and determining Directors’ independence;and
b) Remuneration Policy for Directors, Key Managerial Personnel and otheremployees.
The Policy for selection of Directors and determining Directors’ independence setsout the guiding principles for the Nomination and Remuneration Committee foridentifying persons who are qualified to become Directors and to determine theindependence of Directors, in case of their appointment as Independent Directorsof the Company. The Policy also provides for the factors in evaluating the suitabilityof individual Board members with diverse background and experience that arerelevant for the Company’s operations.
The Remuneration Policy for Directors, Key Managerial Personnel and otherEmployees sets out the guiding principles for the Nomination and RemunerationCommittee for recommending to the Board, the remuneration of the Directors, KeyManagerial Personnel and other Employees of the Company.
The aforesaid Policies are available on the Company’s website athttps://www.magnusretail.in/
The Company has received declaration from all the Independent Directors confirmingthat they meet the criteria of independence as laid down under Section 149(6) of theAct and Regulation 25(8) of SEBI Listing Regulations, and abide by the Code forIndependent Directors as prescribed under Schedule IV of the Act. Further, they haveconfirmed that there has been no change in the circumstances or situation, which existor may be reasonably anticipated, that could impair or impact the ability of IndependentDirectors to discharge their duties with an objective independent judgment and withoutany external influence.
The Board meets at regular intervals as and when required to discuss the businesspolices and strategies apart from other routine business matters.
During the financial year 2023-24, the Board met 7 (Seven) times i.e. on May 22, 2023,
May 29, 2023, June 12, 2023, August 12, 2023, August 25, 2023, November 10, 2023and February 13, 2024.
Apart from as aforesaid, the gap between two meetings did not exceed one hundredand twenty days and the necessary quorum was present for all the meetings heldduring the year.
The attendance of the Directors at the Board Meetings and the AGM held during theFinancial Year ended March 31,2024 is as under:
Name of the Directors
Category
Number of BoardMeetings
Last
AGM
Entitledto attend
Attended
attended
Mr. Laxman A. Savalkar
Chairman & ManagingDirector
Yes
Mr. Girish K. Sarda
Executive Director
Mrs. Priya Gupta
Independent,Non-Executive Director
Mrs. Nivedita Sen
Mr. Tathagata Sarkar
During the year under review, the Independent Directors met without the presence ofnon-independent Directors on February 13, 2024 in order to evaluate:
i. The performance of Non-Independent Directors and Board, as a whole.
ii. The performance of Chairman of the Company taking into account the views of allthe Directors on Board.
iii. The quality, quantity and timeliness of flow of information between the managementand the Board that is necessary for the Board to effectively and reasonably performtheir duties.
All the Independent Directors attended the meeting.
Pursuant to Regulation 15(2) of the SEBI Listing Regulations, provisions of CorporateGovernance including Composition of Board are not applicable to the Company.
The composition of the Board of Directors is in conformity with the requirements of theAct read with the Rules framed thereunder.
A qualified and independent Audit Committee has been set up by the Board incompliance with the requirements of Section 177 of the Act read with rules framedthereunder.
The composition, quorum, powers, role and scope are in accordance with Section 177of the Act. All the members of the Audit Committee are financially literate and haveexperience in financial management.
The Board has accepted all the recommendations of the Audit Committee during theFinancial Year ended March 31,2024.
The Committee met 4 (Four) times during the Financial Year ended March 31,2024, i.e.on May 29, 2023, August 12, 2023, November 10, 2023 and February 13, 2024. Thenecessary quorum was present for all the meetings held during the year.
The composition of the Audit Committee and the details of meetings attended bymembers of the committee are given below:
Name of the Members
Number of committeemeetings
Entitled toattend
Mrs. Priya GuptaChairman
Independent &Non-Executive Director
Mrs. Nivedita SenMember
Mr. Tathagata SarkarMember
The previous AGM of the Company was held on September 26, 2023 and Mrs. PriyaGupta, Chairman of the Committee, was present at the last AGM to answer theshareholders’ queries.
The Nomination and Remuneration Committee of the Company is constituted incompliance with Section 178 of the Act read with rules framed thereunder.
The composition, quorum, powers, role and scope are in accordance with Section 178of the Act.
The Committee met 1 (one) time during the Financial Year ended March 31,2024. i.eon August 12, 2023. The necessary quorum was present for the meeting held duringthe year.
The composition of the Nomination and Remuneration Committee and the details ofmeetings attended by members of the Committee are given below:
Mr. Tathagata SarkarChairman
Mrs. Priya GuptaMember
The previous AGM of the Company was held on September 26, 2023 and Mr.Tathagata Sarkar, Chairman of the Committee, was present at the last AGM to answerthe shareholders’ queries.
The Board has constituted the Stakeholders Relationship Committee comprisingof three members. The composition of the Stakeholders Relationship Committee isin compliance with the provisions of Section 178 of the Act read with rules framedthereunder.
The Committee met 4 (Four) times during the Financial Year ended March 31,2024 i.e.,on May 29, 2023, August 12, 2023, November 10, 2023 and February 13, 2024. Thenecessary quorum was present for all the meetings held during the year.
The composition of the Committee and the attendance of the members of theStakeholders Relationship Committee during the Financial Year ended March 31,2023are as given below:
Mrs. Nivedita SenChairman
The Company obtains yearly certificate from a Company Secretary in Practice confirmingthe issue of certificates for transfer, sub-division, consolidation etc. and submits a copythereof to the Stock Exchange where the shares of the Company are Listed in terms ofRegulation 40(9) of the SEBI Listing Regulations. Further, the Compliance Certificateunder Regulation 7(3) of the SEBI Listing Regulations, confirming that all activities inrelation to share transfer facility are maintained by Registrar and Share Transfer Agentsis also submitted to the Stock Exchange where the shares of the Company are Listedon a yearly basis.
The previous AGM of the Company was held on September 26, 2023 and Mrs.Nivedita Sen, Chairman of the Committee, was present at the last AGM to answer theshareholders queries.
Pursuant to Chapter IV of the SEBI Listing Regulations, the provision with regard toCorporate Governance is not applicable to the Company as the paid up equity sharecapital of the Company does not exceed Rs.10 crores and net worth does not exceedRs. 25 crores as on the last day of the previous Financial Year.
The Management Discussion and Analysis Report as required under regulation 34 ofthe SEBI (LODR) Regulations, 2015 is annexed “Annexure- A” to this report.
The Board of Directors has carried out an annual evaluation of its own performance,Board Committees and individual directors pursuant to the provisions of the Act and theSEBI Listing Regulations.
The Board evaluated its performance after seeking inputs from all the directors on thebasis of criteria such as the Board composition and structure, effectiveness of boardprocesses, information and functioning etc. Additionally, the Chairman of the Boardwas also evaluated on key aspects of his role, taking into account the views of non¬executive directors in the aforesaid meeting.
The performance of the Committees was evaluated by the Board after seekinginputs from the committee members on the basis of criteria such as the compositionof committees, effectiveness of committee meetings etc. The above criteria are asprovided by the Guidance Note on Board Evaluation issued by SEBI.
In a separate meeting of Independent Directors, performance of Non-IndependentDirectors, the Board as a whole and the Chairman of the Company was evaluated,taking into account the views of executive directors and non-executive directors.Performance evaluation of Independent Directors was done by the entire board,excluding the Independent Director being evaluated.
Every Independent Director, Non-Executive Director / Senior Managerial Personnel isfamiliarized about the Company’s strategy, operations, organisation structure, humanresources, quality, finance and risk management.
Further, at the time of appointment of an Independent Director, the Company issues aformal letter of appointment outlining his/her role, functions, duties and responsibilitiesas a Director. The terms and conditions of letter of appointment is available on theCompany’s website at https://www.magnusretail.in/
The company has adopted a policy on Director’s appointment and remunerationincluding criteria for determining qualifications, positive attributes, independence ofDirector and also remuneration for key managerial personnel and other employees.The policy is available on the website of the Company at https://www.magnusretail.in/
The Company has availed loan from Mr. Girish K. Sarda and Mr. Laxman A. Savalkar,Directors of the Company, during the year under review:
(Amount in Lakh)
Name
OpeningBalancebeginningof the year
Amount
Borrowed
Repaid
ClosingBalance atthe end ofthe year
1.
0.50
9.85
Nil
10.35
2.
8.65
9.15
There were no Loan, guarantee given or investment made or security provided pursuantto Section 186 of the Act during the Financial Year under review.
All the related party transactions entered into by the Company during the Financial Yearwere on an arm’s length basis and were carried out in the ordinary course of business.There are no materially significant related party transactions made by the Companyduring the year under consideration with the Promoters, Directors or Key ManagerialPersonnel which may have a potential conflict with the interest of the Company atlarge. All the related party transactions as required under Ind-AS 24 ‘Related PartyDisclosures’ are reported in other explanatory information, forming part of the financialstatements.
Details of related party transactions are regularly placed before the Audit Committeeand also before the Board for its approval. Wherever required prior approval of the AuditCommittee is obtained.
The Company has not entered into any related party transaction during the FinancialYear pursuant to the provisions of Section 188 of the Act read with Companies (Meetingsof Board and its Powers) Rules, 2014, as amended from time to time. Hence, disclosurein Form AOC-2 has not been given.
The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014are given below:
a) The Board affirms that the remuneration paid is as per the Remuneration Policy ofthe Company.
b) The percentage increase in the median remuneration of employees in the FinancialYear is - Nil.
c) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last Financial Year and its comparison with thepercentile increase in the managerial remuneration and justification thereof andpoint out if there are any exceptional circumstances for increase in managerialremuneration: Average percentile increase already made in the salaries ofemployees other than the managerial personnel in the last Financial Year is Niland the percentile increase in the managerial remuneration is Nil.
d) Number of permanent employees on the rolls of the Company as on March 31,2024 is Nil.
e) The ratio of the remuneration paid to each Director to the median remuneration ofthe employees of the Company during the Financial Year ended March 31,2024:
Name of Director
Remuneration
Median Remunerationof the employees
Ratio
f) The percentage increase in remuneration of Director: Nil
g) The percentage increase in remuneration of Chief Financial Officer and ChiefExecutive Officer - Nil
h) The percentage increase in remuneration of Company Secretary: Nil
i) There has been no remuneration or sitting fees paid to the Directors during theyear under review.
The Company does not have any employee who is drawing a remuneration of Rs.102Lakhs per annum or Rs.8.50 Lakhs per month as stipulated in the Act and the rules madethereunder. Hence, disclosures required under Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not beenprovided, during the year under review.
The Company does not have any scheme or provision of money for the purchase of orsubscription to its own shares by the employees/ directors or by trustees for the benefitof the employees/ directors.
Pursuant to Section 177(9) and (10) of the Act read with the rules framed thereunder, theCompany has formulated a Whistle Blower Policy for Directors and Employees to reportto the management about the unethical behavior, fraud or violation of Company’s Codeof Conduct. The mechanism provides for adequate safeguards against victimisationof Employees and Directors who use such mechanism and makes provision for directaccess to the Chairman of the Audit Committee and no personnel of the Company havebeen denied access to the Audit Committee. The policy is available on the website ofthe Company at https://www.magnusretail.in/
The Company has, during the year, rolled out a policy for prevention of SexualHarassment of women in the organization, although it has no woman employed in theorigination during the period under review.
26. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/ TRIBUNAL IMPACTING THE GOING CONCERN STATUS ANDCOMPANY’S OPERATION IN FUTURE
There are no significant material orders passed by the Regulators/ Courts/ Tribunalwhich would impact the going concern status of the Company and its future operations.Hence, disclosure pursuant to Rule 8(5)(vii) of Companies (Accounts) Rules, 2014 isnot applicable.
The Company in order to comply with the provisions of the Act and to provide aneffective mechanism for implementing risk management system had adopted the policyon risk management for evaluating and monitoring various risks that could threaten theexistence of the Company. The Company had not faced any major risks and no majordeviations from the actuals as attained by the Company. The Audit Committee hasreviewed the policy periodically. The Board takes overall responsibility for the overallprocess of risk management in the organisation.
The Board shall take note of any future threats and shall report to the Company forformulating an effective mechanism and strategy.The risk management policy isavailable on the website of the Company at https://www.magnusretail.in/
Pursuant to the provisions of Section 204 of the Act and Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, Mr. Ritesh Sharma, Proprietorof M/s. Ritesh Sharma & Associates, Practicing Company Secretary, (COP. No.20742; A.C.S. 55260) have been appointed as the Secretarial Auditors to conduct theSecretarial Audit of the Company for the Financial Year ended March 31,2024.
The Report of the Secretarial Audit in Form MR-3 for the Financial Year ended March31, 2024, is annexed herewith as “Annexure- B” and forms part of this report.
The Secretarial Audit Report does not contain any adverse remark, reservation,qualification or disclaimer remark.
In compliance with the RBI Guidelines on appointment of statutory auditor(s) by NBFCvide Circular RBI/2021-22/25 Ref. No. DoS.CD.ARG/SEC.01/08.91.001/2021-22 datedApril 27, 2021 (“RBI Guidelines”) and pursuant to Section 139(8)(i) of the Act M/s.Verma S & Associates, Chartered Accountants, Chennai having Firm RegistrationNumber 328962E were appointed as the Statutory Auditors of the Company for a termof 5 (five) consecutive years at the 45th AGM held on September 26, 2023. Further,they have confirmed that they are not disqualified from continuing as the StatutoryAuditors of the Company.
The Auditors’ Report for the financial year ended March 31, 2024, on the financialstatements of the Company is a part of this Annual Report. The Auditors’ Report doesnot contain any adverse remark, qualification, reservation, or disclaimer remark.
Pursuant to Section 134(3)(a) read with Section 92(3) of the Act, Annual Return of theCompany is available on the website and can be accessed at https://www.magnusretail.in/
The Company has complied with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India, i.e., SS-1 and SS-2, relating to “Meetings ofthe Board of Directors” and “General Meetings”, respectively.
The Company is not required to maintain cost record as prescribed by the CentralGovernment under the provisions of Section 148 of the Act in view of the closure of theplant in 1995 and cessation of manufacturing activities. No manufacturing activities orrelated services have been undertaken by the Company since then.
The Company has in place a robust internal financial control system, commensuratewith the size of its operations and nature of its business activities. The Company hasa standard operating procedure for various activities and operations and follows this
standard operating procedure for its internal control procedures. The Internal Auditormonitors and evaluates the efficacy and adequacy of internal financial control systemin the Company, its compliance with operating systems, accounting procedures,application of the instructions and policies fixed by the senior management at alllocations of the Company. The Audit Committee reviews the report on Internal Controlsubmitted by the Internal Auditors on a quarterly basis.
Based on the assessment carried out by the Audit Committee, the internal financialcontrols were adequate and effective and no reportable material weakness or significantdeficiencies in the design or operation of internal financial controls were observedduring the Financial Year ended March 31, 2024.
34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDERTHE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THEPERIOD UNDER REVIEW ALONGWITH THEIR STATUS AS AT THE END OF THEPERIOD
No applications were made or any proceedings are pending by or against the Companyunder the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the period underreview or as at the end of the period.
Disclosure under Section 67(3)(c) of the Act read with Rule 16(4) of Companies (ShareCapital and Debentures) Rules, 2014, with respect to voting rights not exercised directlyby the employees of the Company is not required to be given.
Pursuant to Section 134(5) of the Act, your Directors, based on the representationsreceived from the Operating Management and after due enquiry, hereby confirm that:
a) In the preparation of annual accounts for the Financial Year ended March 31,2024, the applicable accounting standards had been followed along with properexplanation relating to material departures;
b) They had in consultation with Statutory Auditors, selected accounting policies andapplied them consistently and made judgments and estimates that are reasonableand prudent so as to give a true and fair view of the state of affairs of the Companyas at March 31,2024 and Loss of the Company for the year ended on that date;
c) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act, for safeguardingthe assets of the Company and for preventing and detecting fraud and otherirregularities;
d) They have prepared the annual accounts for the Financial Year ended March 31,2024 on a “going concern” basis;
e) They have laid down internal financial controls, which are adequate and operatingeffectively;
f) They have devised proper system to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.
Provisions of Section 135 of the Act and the Companies (Corporate Social ResponsibilityPolicy) Rules, 2014, as amended from time to time, are not applicable to your Companyas the Company does not fall under any of the criteria specified therein.
Your Company has adopted a Code of Conduct to regulate, monitor and report tradingby designated persons and their immediate relatives as per the requirements under theSecurities and Exchange Board of India (Prohibition of Insider Trading) Regulations,2015. This Code of Conduct also includes code for practices and procedures for fairdisclosure of unpublished price sensitive information which has been made available onthe Company’s website and can be accessed at https://www.magnusretail.in/
No information with regard to conservation of energy and technology absorption isrequired to be furnished as the Company did not manufacturing activity. Further, therewere no foreign exchange earnings and outgo during the year under review.
Statements in these reports describing company’s projections statements, expectationsand hopes are forward looking. Though, these expectations are based on reasonableassumptions, the actual results might differ.
Your Directors place on record their sincere appreciation for the assistance and guidanceextended by Stock Exchanges, Depositories, other statutory bodies and Company’sBankers for the assistance, cooperation and encouragement to the Company.
Sd/- Sd/-
Laxman A. Savalkar Girish Sarda
Place: Nashik Director Director
Date: May 29, 2024 DIN : 07987670 DIN : 07987669