Date: 25th September, 2026

Corporate Restructuring / Demerger

Scheme Overview:

  • The Hon'ble National Company Law Tribunal (NCLT), Allahabad Bench, Prayagraj pronounced its order on 22nd September 2026 in CA (CAA) No.17/ALD/2026 (First Motion)
  • The order relates to the Scheme of Arrangement between Magnum Ventures Limited (Demerged Company) and Magnum Paperz Limited (Resulting Company) and their respective shareholders and creditors
  • The copy of the order was uploaded on the NCLT Portal on 25th September 2026

Business Verticals:

  • Magnum Ventures Limited currently operates two distinct business verticals:
  • Paper Business: Manufacturing of paper and paper products from wastepaper through facilities at Sahibabad, Ghaziabad, Uttar Pradesh
  • Hotel Business: Ownership and operation of a Five Star Hotel under brand "Country Inn & Suites by Radisson" at Sahibabad, Ghaziabad, formally certified as Five Star by HRACC, Ministry of Tourism, Government of India

Rationale for Demerger:

  • Distinct nature of businesses with different operational characteristics, risk profiles and regulatory requirements
  • Focused business strategy and independent management structure for each vertical
  • Operational and strategic flexibility for future alliances and partnerships
  • Optimized capital structure aligned with respective operational requirements
  • Improved resource mobilization and independent growth opportunities
  • Enhanced management focus and overall stakeholder benefit

Capital Restructuring Components:

1. Reduction of Share Capital of Magnum Ventures Limited (Demerged Company)

  • Intended to realign capital structure with residual Hotel Business post-demerger
  • Reduction applies uniformly to all shareholders of same class
  • No change in inter-se shareholding pattern, voting rights or economic participation
  • Does not involve diminution of liability for unpaid share capital or payment of paid-up capital

2. Cancellation of Pre-Scheme Share Capital of Magnum Paperz Limited (Resulting Company)

  • Resulting Company was incorporated as wholly owned subsidiary of Demerged Company
  • Entire share capital held by Demerged Company and/or its nominees
  • Existing share capital to be cancelled without separate consideration
  • New shares to be issued to shareholders of Demerged Company

Share Exchange Ratio:

  • Based on valuation by Ms. Mallika Goel, Registered Valuer (IBBI registered)
  • Fairness Opinion obtained from 3Dimension Capital Services Limited (SEBI-registered Category I Merchant Banker)
  • Equity Shareholders: 2 New Equity Shares of Magnum Paperz (face value ₹10) for every 10 Equity Shares of Magnum Ventures (face value ₹10)
  • Preference Shareholders: 9 New Compulsorily Redeemable Preference Shares of Magnum Paperz (face value ₹100) for every 10 Compulsorily Redeemable Preference Shares of Magnum Ventures (face value ₹100) on same terms and conditions

NCLT Directions for Meetings:

For Magnum Ventures Limited (Demerged Company):

  • Equity Shareholders meeting: Friday, 20th November 2026 at 11:30 AM (18,033 shareholders)
  • Preference Shareholders meeting: Dispensed (1 shareholder provided consent affidavit)
  • Secured Non-Convertible Debenture Holders meeting: Friday, 20th November 2026 at 02:00 PM (1 holder)
  • Secured Creditors meeting: Friday, 20th November 2026 at 3:00 PM (1 creditor)
  • Unsecured Creditors meeting: Friday, 20th November 2026 at 4:00 PM (558 creditors)

For Magnum Paperz Limited (Resulting Company):

  • Equity Shareholders meeting: Dispensed (7 shareholders all provided consent affidavits)
  • Secured Creditors meeting: Not required (no secured creditors)
  • Unsecured Creditors meeting: Dispensed (1 creditor provided consent affidavit)

Meeting Logistics:

  • All meetings to be conducted through video conferencing with facility of remote e-voting
  • Quorum requirements: If not present at commencement, meeting adjourned for 30 minutes and persons present shall constitute quorum
  • Specific quorum: Secured Non-Convertible Debenture Holders - 1 number; Secured Creditors - 1 number

Appointed Personnel:

  • Common Chairperson: Mr. Gaurav Mahajan (Mobile: 9839823723, Email: gauravmahajan1234@rediffmail.com) - Fee: ₹2,00,000
  • Common Alternate Chairperson: Mr. Dhruv Saxena (Mobile: 9990162261, Email: dhruvsaxena1005@gmail.com) - Fee: ₹1,50,000
  • Common Scrutinizer: Mr. Ramesh Chandra Agarwal (Mobile: 9415216562, Email: rca123@gmail.com) - Fee: ₹1,00,000
  • Fees and expenses to be borne by Magnum Ventures Limited

Compliance Requirements:

  • Individual notices to be sent 30 days in advance via Speed Post/Courier/Email
  • Notices to include copy of Scheme, explanatory statement with Share Exchange Ratio, and other prescribed documents
  • Publication of advertisement in Business Standard (English, Delhi NCR Edition) and Business Standard (Hindi, Delhi NCR Edition) with 30 days gap before meetings
  • Un-audited Financial Statements (Provisional) not older than 6 months from meeting date to be circulated
  • Notices to be sent to regulatory authorities: Regional Director (Northern Region), Registrar of Companies (Uttar Pradesh-II), BSE Limited, and Income Tax Department

Additional Information:

  • Appointed date of Scheme shall be same as Effective Date as defined in Clause 1.1.3 of Scheme
  • Board approvals obtained on 27th February 2026
  • Audited Financial Statements as of 31.03.2026 filed with application
  • No approval required from Competition Commission of India
  • Statutory Auditors' certificates dated 25.08.2026 confirm compliance with Accounting Standards
  • BSE and NSE issued no objection letters dated 17.07.2026
  • No corporate debt restructuring envisaged in the Scheme
  • Legal proceedings pending against Demerged Company in ordinary course of business - not adversely affected by Scheme
  • Employee interests protected under Clause 8 of the Scheme
  • Second motion petition to be filed within 7 days from submission of Chairperson's report