Magnum Ventures Limited received approval from the National Company Law Tribunal (NCLT), Allahabad Bench, on September 22, 2026, regarding the first motion for its proposed scheme of arrangement.

The tribunal permitted the convening of separate meetings for equity shareholders, secured non-convertible debenture holders, secured creditors, and unsecured creditors of the demerged company. These meetings are scheduled for November 20, 2026, via video conferencing with remote e-voting facilities.

Scheme structure and share exchange ratio

The scheme involves the demerger of the paper manufacturing vertical from Magnum Ventures into Magnum Paperz Limited, a newly incorporated entity. The hotel business, operating under the brand "Country Inn & Suites by Radisson," will remain with Magnum Ventures. To facilitate this separation, the tribunal approved a specific share exchange ratio designed to preserve shareholder equity continuity.

The resulting company will issue two new equity shares of face value ₹10 each to every ten equity shares held in the demerged company. Similarly, nine new compulsorily redeemable preference shares of face value ₹100 each will be issued for every ten such shares held by preference shareholders.

Meeting logistics and approvals

The NCLT dispensed with the requirement to hold meetings for preference shareholders of the demerged company and all stakeholders of the resulting company, citing consent affidavits already on record. For the demerged company, Mr. Gaurav Mahajan was appointed as the common chairperson, while Mr. Dhruv Saxena was named alternate chairperson. Mr. Ramesh Chandra Agarwal will serve as the common scrutinizer.

Notices for the meetings must be sent 30 days in advance, accompanied by the scheme documents and explanatory statements. The companies are also required to publish advertisements in Business Standard (English and Hindi editions) at least 30 days prior to the meetings.

What the numbers show

The scheme mandates a proportionate reduction of share capital in Magnum Ventures to align its capital structure with the residual hotel business after transferring the paper assets. This reduction is not a buyback or liability diminution but a structural adjustment to ensure the post-scheme net worth reflects the retained operations. Consequently, the inter-se shareholding pattern and voting rights remain unchanged, ensuring no preferential benefit accrues to any specific shareholder class.

Magnum Ventures has scheduled its 46th Annual General Meeting for September 25, 2026. The meeting will be held via video conferencing at 2:00 pm to transact ordinary and special business items.

The Register of Members and Share Transfer Books will remain closed from September 19, 2026, to September 25, 2026 (both days inclusive) for the purpose of the Annual General Meeting. Shareholders holding shares as on the cut-off date of September 18, 2026, are eligible to vote. Remote e-voting will commence on September 22, 2026, at 9:00 am and conclude on September 24, 2026, at 5:00 pm.

Key Resolutions

The notice outlines several special resolutions for shareholder approval:

• Reappointment of Managing Director: Mr. Abhay Jain seeks reappointment as Managing Director for a two-year term commencing August 10, 2027. His monthly remuneration is proposed at ₹1,50,000, subject to a ceiling of 5% of net profits.
• Reappointment of Whole-Time Director: Mr. Shiv Pravesh Chaturvedi is up for reappointment as Whole-Time Director for a similar two-year term starting August 10, 2027. His monthly remuneration remains at ₹1,25,000.
• Independent Director Reappointment: Ms. Shalini Rahul seeks reappointment as an Independent Director for a five-year term from August 10, 2027, to August 9, 2032.
• Cost Auditor Ratification: The Board proposes ratifying the remuneration of M/s V.K. Dube & Co. as Cost Auditors for FY27. The fee is set at ₹1,35,000 plus GST.

Financial Disclosures

The Board did not recommend a dividend on equity shares for the financial year ended March 31, 2026. The Registers of Members and Share Transfer Books will remain closed from September 19, 2026, to September 25, 2026, for the annual closure of books.

What the Numbers Show

The remuneration structure for executive directors links compensation directly to profitability. Both Mr. Jain and Mr. Chaturvedi have their pay capped at 5% of net profits individually, with a combined ceiling of 10% for all executive directors. This structure implies that in years with low or no profits, their remuneration would fall back to fixed amounts prescribed under Schedule V of the Companies Act, aligning management incentives with shareholder returns during profitable periods while ensuring baseline compensation stability.

Voting Instructions

Members can participate in the AGM through video conferencing or cast votes via remote e-voting using the NSDL platform. Institutional shareholders must submit scanned board resolutions authorizing their representatives to vote. The scrutinizer for the voting process is M/s Munish K Sharma & Associates LLP.