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Mukta Arts Ltd.

BSE: 532357 Sector: Media
NSE: MUKTAARTS ISIN Code: INE374B01019
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OPEN 35.60
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VOLUME 905
52-Week high 81.00
52-Week low 32.10
P/E
Mkt Cap.(Rs cr) 80
Buy Price 35.45
Buy Qty 100.00
Sell Price 36.00
Sell Qty 915.00

Mukta Arts Ltd. (MUKTAARTS) - Director Report

Company director report

BOARD’S REPORT

To

The Members

Your Directors take pleasure in presenting the Thirty Sixth Annual Report of yourCompany along with the Audited Statement of Accounts of the Company for the financial yearended 31st March 2018.

1. RESULTS OF OUR OPERATIONS

(Figures in Millions)

Particulars Year ending 31.03.2018 Year ending 31.03.2017
(Rs.) (Rs.)
Profit/(Loss) before interest depreciation & tax 113.16 157.53
Less: Interest 68.49 63.41
Profit/(Loss) after interest before depreciation & tax 44.67 94.12
Less: Depreciation 27.15 70.48
Profit/(Loss) before tax 17.52 23.64
Less: Provision for taxation 7.25 9.43
Deferred Tax Liability /(Asset) (4.66) 1.79
Profit/(Loss) available for appropriation 14.93 12.43
Less: Interim / Final Dividend - -
Tax on Interim / Final Dividend - -
Profit/(Loss) for the year 14.93 12.43
Other comprehensive income -- (0.69)
Add: Balance brought forward 193.52 181.79
Less: Transfer to general reserve - -
Profit/(Loss) Carried forward to Balance Sheet 208.45 193.52

Company’s Performance

During the year the total revenues of the Company were placed at Rs. 259.75 Millionscompared to Rs. 714.12 Millions last year.

The Company's performance and outlook has been discussed in detail in the ManagementDiscussion and Analysis.

The holding company and WWIL had filed applications to review the said Order with theHigh Court and an interim stay was granted on July 30 2014 which required deposit byMukta Arts Limited of Rs 100038000 by January 2015 against payment of arrears of rentfor the years 2000-01 to 2013-14 and payment of Rs 4500000 per annum from financial year2014-15 till the settlement of the case to MFSCDCL. As per the terms of the said Ordertill 31 March 2018 Rs 113538000/- has been paid by the Holding Company and Rs4500000/- has been paid by WWIL. The State Govt. of Maharashtra and MFSCDCL challengedthe order of the High Court in the Supreme Court which was dismissed by the Supreme Courton September 22 2014. The amount so paid / being paid by the holding company have beenaccounted under Non - Current Other Financial Assets in the Financial Statements to beadjusted on the settlement of the case. Management of WWIL informs that these will beaccounted as an expense if required on the settlement of the case.

Dividend

Due to inadequate profits the Directors regret their inability to recommend dividendfor the financial year ended 31st March 2018 and no amount is proposed to betransferred to the reserves.

Particulars of loans guarantees or investments by company

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to Financial Statements.

Deposits

The Company has not accepted any fixed deposits from the public within the meaning ofsection 73 of the Companies Act 2013 read with the Companies (Acceptance of deposits)Rules 2014. Therefore as on 31.03.2018 there were no deposits which were unpaid orunclaimed and due for repayment.

Particulars of Contracts or arrangements made with related party (ies)

All transactions entered with Related Parties during the year under review were:

- on arm's length basis and

- in the ordinary course of business and

- there were no material transactions with any related party

as per the provisions of sections 188 of the Companies Act 2013 read with Companies(Meetings of Board and its Powers) Rules 2014 and therefore disclosure in Form AOC-2 isnot required.

The Company has developed a Related Party Transactions framework through StandardsOperating Procedures for the purpose of identification and monitoring of suchtransactions.

All Related Party Transactions are placed before the Audit Committee as also before theBoard for approval. The Policy on Related Party Transactions as approved by the Board ofDirectors has been uploaded on the website of the Company. The web link of the same hasbeen provided in the Corporate Governance Report. None of the Directors vis-a-vis theCompany had any pecuniary relationship or transactions.

Material changes and commitment if any affecting the financial position of thecompany occurred between the end of the financial year to which this financial statementsrelate and the date of this report.

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this report.

Share Capital

During the year under review the company has not issued any Equity shares or any othersecurities.

2. business overview

Your Company has for the past 3 years been focusing increasingly on the Cinemabusiness. Over the years the Company has built up a dedicated clientele with its offeringof affordable luxury where the patron gets a world class experience at par with any ofIndia's other top multiplexes but at a distinctly more affordable value. The Company hasexpanded internationally in Bahrain to cater to cinema fans of the Kingdom of Bahrain withlaunch of ‘Mukta A2 Cinemas' first 6 screen luxury cinema in Juffair Mall. During theprevious year the Company has transferred its Cinema exhibition division to a separatelegal entity Mukta A2 Cinemas Limited (Wholly- owned subsidiary) of Mukta Arts Limited.

Subsidiary and Joint Venture Companies

As on 31.03.2018 the Company has six subsidiary Companies namely Whistling WoodsInternational Limited Connect.1 Limited Mukta Tele Media Limited Mukta CreativeVentures Limited (formerly known as Coruscant Tec Private Limited) Mukta A2 MultiplexSPC. and Mukta A2 Cinemas Limited. The Company also has one Joint Venture Company namelyMukta V N Films Limited. Whistling Woods International Limited is a material subsidiary ofthe company within the meaning of Regulation 16(1)(c) of SEBI (Listing Disclosure andObligation Requirements) Regulation 2015.

Out of the subsidiaries of the Company the most notable has been the WhistlingWoods International Limited (‘WWIL’) that has regularly been rated as one ofthe Ten Best Film Schools in the World by ‘The Hollywood Reporter'. In a first-of-its kind academia-industry partnership Asia's premier Film Communication and CreativeArts Institute Whistling Woods International has come together with Reliance Jio fora Development Lab dedicated for the Virtual Reality & Augmented Reality Industry. Thelab named ‘Whistling Woods Jio VR Lab’ has been set up at the WhistlingWoods International Campus in Filmcity Mumbai. The Lab has commenced its operations inmid-May 2018.

Mukta A2 Cinemas Limited (MA2) is a wholly-owned subsidiary company incorporatedexclusively to handle the exhibition business. MA2 in joint venture with Asian Cinemas haslaunched 8 single screens at Gangavathi Tandur Nizamabad Sadashivpeth KothagudeMedak Khammam and Zaheerabad. MA2 this month has also taken over operations for launch of2 screens at Sun City Multiplex Vile Parle (East) Mumbai. It has started renovation ofone of its screens and expects to complete it before the theatrical release of"Race-3" in June 2018. Thereafter the other screen will be operational to mark asignature multiplex here. With this Mukta A2 Cinemas marks the completion of 48 screensglobally. Mukta A2 Cinemas is now successfully operating in 14 cities making a PANIndia presence to cater to the myriad needs of the movie buffs across the country.

Mukta A2 Multiplex sPC. is also a wholly-owned subsidiary company incorporated inthe Kingdom of Bahrain for running of a 6 screen multiplex in the Mall situated at JuffairMall. The theatre features the latest releases from Hollywood Bollywood as well as Arabicreleases. It's equipped with state-of-the-art technology including Dolby Atmos andQuantum Logic 3D surround sound systems Light Tripler polarisation 3D technology andmodern projection system. The cinema also offers dynamic seating options such as VIPrecliners sofas and rocker seats in addition to the variety of gourmet food and beverageoptions.

Mukta V N Films Limited carrying on the Programming service business which isjointly held by the Company along with VN Films Private Limited a subsidiary of UFOMoviez. This business used to have a major contribution in topline though being acommission business the impact on bottomline was small. As a result of this jointventure the overall share of the business has grown with over 600 screens being managedby the new entity. Your Company holds 55% of the equity shares of Mukta V N Films Limitedand as per provisions Section 2(87) of the Companies Act 2013 it is a subsidiary company.Since your Company is a listed Company Indian Accounting Standard (Ind AS) is applicablewith effect from financial year 2017-2018. Since Mukta V N Films Limited is the result ofjoint venture between the Company and VN Films Private Limited as per Ind AS Mukta V NFilms Limited is not to be considered as subsidiary but a joint venture company. So MuktaV N Films Limited is being treated as a joint venture company from the financial year2017-2018.

Another subsidiary of the Company Connect.1 Limited has for some time beenentrusted with monetising the entire group's content on all digital platforms since 2012.It has also curated & syndicated the content emerging from WWI (mostly in the natureof student fiction short films) on YouTube and Dailymotion. Connect.1 has produced a slateof widely viewed short films on the You Tube channel which received good feedback. Thishas led the company to establish links and partnership with all major platforms to ensureits content is well distributed.

Mukta Tele Media Limited is another subsidiary of the Company. The main objects ofthe Company are to take up production of TV-serials management of event shows andentertainment software.

Another subsidiary of the Company Mukta Creative Ventures Limited (formerlyknown as Coruscant Tec Limited) is abased mobile solutions company with a focus oncontent applications and commerce having office in Mumbai.

During the year the Board of Directors reviewed the affairs of its subsidiaryCompanies. Further pursuant to provisions of Section 129(3) of the Act a statementcontaining salient features of the financial statements of the Company's subsidiaries inForm AOC-1 is attached as Annexure A to this Report.

Pursuant to Section 136 of the Act companies are exempted from attaching the AnnualReports and other particulars of its subsidiary companies alongwith Annual Report of theCompany. Therefore the Annual Report of the subsidiary companies are not attached withthis Annual Report.

Any member desirous of obtaining a copy of the said financial statements may write tothe Company Secretary at the registered office address of the Company.

3. CORPORATE GOVERNANCE

Corporate Governance is an ethically driven business process that is committed tovalues aimed at enhancing an organization's brand and reputation. This is ensured bytaking ethical business decisions and conducting business with a firm commitment tovalues while meeting stakeholders' expectations. The Company has been following theprinciples of good Corporate Governance over the years and lays strong emphasis ontransparency accountability and integrity. As per Regulation 34 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a separate section onCorporate Governance alongwith the Certificate from Practicing Company Secretaryconfirming the compliance is attached as Annexure F to this Report

Number of meetings of the board

The details of the number of meetings of the Board held during the financial year2017-18 forms part of the Corporate Governance Report. The Company had 4 meetings of theBoard during the year. The intervening gap between any two meetings was within the periodprescribed by Regulation-17(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and the Companies Act 2013.

Committees of the Board

Currently the Board has four Committees namely Audit Committee Nomination andRemuneration Committee Stakeholders Relationship Committee and Share Transfer Committee.

A detailed note on Board and its committees is provided under the corporate governancesection to this annual report. The composition of Committees as per the applicableprovisions of the Act and Rules are as follows:

s.No. Name of the Committee Composition of the Committee
1. Audit Committee 1. Mr. Kewal Handa
2. Mr. Parvez A.Farooqui
3. Mr. Manmohan Shetty
2. Nomination and Remuneration Committee 1. Mr. Kewal Handa
2. Mrs. Paulomi Dhawan
3. Mr. Mamohan Shetty
3. Stakeholders Relationship Committee 1. Mr. Kewal Handa
2. Mr. Parvez A.Farooqui
3. Mrs. Paulomi Dhawan
4. Share Transfer Committee 1. Mr. Parvez A.Farooqui
2. Mr. Kewal Handa
3. Mr. Mamohan Shetty

Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success.We believe that a truly diverse board will leverage difference in thought perspectivesknowledge skill regional and industry experience cultural and geographical background.The Board has adopted the Policy on Board Diversity which sets out the approach todiversity of the Board of Directors and the same is available on our website.

Remuneration and Nomination Policy

The Board of Directors of the Company has Independent Directors who have in depthknowledge of the business and industry as the members of Nomination and RemunerationCommittee. The composition of the Board is in conformity with SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 and the Companies Act 2013.

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Policy Personnel and Senior Management of theCompany. This Policy also lays down criteria for selection and appointment of BoardMembers. The policy attached as Annexure B to this Board's Report.

Declaration by Independent Directors

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.

Board evaluation

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a structuredquestionnaire was prepared after taking into consideration of the various aspects of theBoard's functioning composition of the Board and its Committees culture execution andperformance of specific duties obligations and governance.

The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The performance evaluation of the Chairmanand the Non- Independent Director(s) was carried out by the Independent Directors. TheBoard of Directors expressed their satisfaction with the evaluation process.

None of the independent directors are due for re- appointment.

Directors and Key Managerial Personnel

The Company has following Key Managerial Personnel:

Sr. No. Name of the Person Designation
1 Mr. Subhash Ghai Executive Chairman
2 Mr. Rahul Puri Managing Director
3 * Mr. Parvez Faroqui Non-Executive Director
4 Mr. Prabuddha Dasgupta Chief Financial Officer
5 Ms. Monika Shah Company Secretary

* Mr. Parvez Farooqui was Executive Director and KMP for the period from 01stApril 2017 to 31st May 2017 Certificate on Corporate Governance

Mr. Pratik M. Shah Practicing Company Secretary has certified the Company's Complianceof the requirements of Corporate Governance in terms of Regulation 27 (2) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 for the financial year ended 31stMarch 2018 and the same is enclosed as an Annexure D to the Report on CorporateGovernance.

Director’s responsibility statement

To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement in terms of Section134(3)(c) of the Companies Act 2013:

i. in the preparation of the annual accounts for the year ended 31st March 2018 theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any;

ii. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit of the company for the year ended on that date;

iii. the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

iv. the annual accounts have been prepared on a going concern basis;

v. that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

vi. that the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

4. AUDIT AND AUDITORS

Statutory Auditors

M/s Uttam Abuwala & Co. Chartered Accountants were re-appointed as the StatutoryAuditors of the Company to hold office for a period of 4 years till the conclusion of theThirty Eighth Annual General Meeting of the Company to be held in the year 2020.

The Company's explanation to the Auditors' observation in their Report have beendetailed in Note No's 42 45 46 and 49 in the notes forming part of accounts which formspart of the Annual Report.

Secretarial Audit

Pursuant to provisions of Section 204(1) of the Companies Act 2013 read with rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed K. C. Nevatia & Associates Company Secretaries in Practice (C.P. No. 2348) to undertake the Secretarial Audit of the Company. The Secretarial AuditReport of the Company for the year ended is attached as Annexure C.

Directors Explanation to Qualification in Secretarial Audit Report:

a) Excess remuneration and professional fees paid to Mr. Subhash Ghai erstwhilechairman and Managing Director of the company has been taken up at suitable level forreview and the company is hopeful of getting the relief shortly.

b) As adhering to the terms of the order passed by Bombay High Court the Company haspaid an amount of Rs. 113538000/- to (Mahrashtra Film Stage and Cultural DevelopmentCorporation) MFCCDCL by March 31 2018. The State Govt. and MFSCDCL challenged the saidorder of the High Court in the Supreme Court which application was dismissed by theSupreme Court on 22 September 2014. The amount so paid / being paid by the holding companyhave been accounted under Non-Current Other Financial Assets in the Financial Statementsto be adjusted on the settlement of the case. Management of WWIL informs that these willbe accounted as an expense if required on the settlement of the case.

Significant and material orders passed by the regulators or courts

There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.

Internal Financial control systems and their adequacy

Your Company has an effective internal financial control and risk mitigation systemwhich are constantly assessed and strengthened with new/ revised standard operatingprocedures. The Company's internal control system is commensurate with its size scale andcomplexities of its operations. The internal and operational audit is entrusted to M/s.Garg Devendra & Associates a reputed firm of Chartered Accountants. The main thrustof internal audit is to test and review controls appraisal of risks and businessprocesses besides benchmarking controls with best practices in the industry.

The Audit Committee actively reviews the adequacy and effectiveness of the internalfinancial control systems and suggests improvements to strengthen the same. The Companyhas a robust Management Information System which is an integral part of the controlmechanism.

The Audit Committee Statutory Auditors and the Business Heads are periodicallyapprised of the internal audit findings and corrective actions taken by the management arepresented to the Audit Committee. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee.

Extract of Annual Return

The details forming part of the extract of Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 read with Rule 12 of the Companies (Managementand administration) Rules 2014 is attached as Annexure E and forms an integralpart of this Report.

5. Human Resources

Human Resource is considered as one of the most critical resources in the businesswhich can be continuously smoothened to maximize the effectiveness of the Organization.Human Resources build the Enterprise and the sense of belonging would inculcate the spiritof dedication and loyalty amongst them towards strengthening the Company's Polices andSystems. All personnel continue to have healthy cordial and harmonious approach therebyenhancing the contributory value of the Company.

The Company is committed to nurturing enhancing and retaining top talent throughsuperior Learning and Organizational Development.

Further statutory disclosures w.r.t. Human Resources are as under:

i) As required by the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 the Company has formulated and implemented a policy on SexualHarassment at workplace with a mechanism of lodging complaints. Its redressal is placed onthe intranet for the benefit of its employees. During the year under review no complaintswere reported to the Board.

ii) The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Name Designation Ratio
Mr. Subhash Ghai Executive Chairman 13.88
Mr. Rahul Puri Managing Director 16.98
*Mr. Parvez A. Farooqui Non-Executive Director NA

* since Mr. Parvez Farooqui is a non-executive Director he did not receive anyremuneration with effect from 01.06.2017

b. The percentage increase in remuneration of each director chief executive officerchief financial officer company secretary in the financial year:

name Designation %increase / decrease
Mr. Subhash Ghai Executive Chairman 62%
Mr. Rahul Puri Managing Director 10%
Mr. Parvez A. Farooqui Non- Executive Director - (10% increase is for to months from 01st April 2017 to 31st May 2017
Mr. Prabuddha Dasgupta Chief Financial Officer 10%
Ms. Monika Shah Company Secretary 5%

c. The percentage increase in the median remuneration of employees in the financialyear:- 120%

d. the number of permanent employees on the rolls of Company: - 66

e. Average percentage increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

Average percentage increase made in the salaries of Employees other than the managerialpersonnel in the financial year was 26.22% whereas the increase in the managerialremuneration was -2.91%.

f. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

g. Particulars of Employees

Information as per Rule 5(2) of Chapter XIII Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014:

Top Ten Employees in terms of remuneration drawn during the year

sr. No. Name Designation / Nature of Duties Remuneration Qualification Experience (in years) Date of Commencement of Employment Age (in years) Last Employment Held Relative of any Director and Manger of the Company
1 Subhash Krishandayal Ghai Executive Chairman 5820000 B.Com 47 09.07.1982 74 Mukta Arts Since inception No
2 Rahul V Puri Managing Director 4177800 Bsc- Business Management 19 01.04.2004 40 Nimbus Communications Ltd. * Yes
3 Prabuddha Dasgupta Chief Financial Officer 3811308 CA 26 07.07.2014 50 Neo Sports broadcast Pvt. Ltd. No
4 Siraj Farooqui Studio Chief Executive 3406260 Inter Arts 42 01.11.2015 63 Mukta Arts Since inception *Yes
5 Sanjay Ghai Chief Operating Officer 3054000 Graduate 35 09.01.2008 52 Mukta Shakti Combine No
6 Ashish Gharde Group Chief Operating Officer 3999996 MBA (SIBM) 21 06.02.2017 45 Larsen & Toubro and Balaji Telefilms Limited No
7 Prem Taparia Manager- Finance 2303892 CA 14 39 Simplex Mills Co. Ltd. No
8 Rekha Misra VP- Projects & Adm. 1350480 B.Com 36 01.11.2016 66 Great eastern Shipping Co. No
9 Cornelia Thallinger EA to Chairman 1025058 MBA in communications 8 16.02.2016 30 DSB international school Mumbai No
10 Monika Shah Company Secretary 944100 CSLLB 12 25.01.2016 38 B. Raheja Builders No

Details of Employees who were :

(A) Employed throughout the Financial Year under review and in receipt of remunerationfor the Financial Year in the aggregate of not less than Rs. 10200000 per annum: NIL

(B) Employed for the part of the Financial Year under review and in receipt ofremuneration at the rate of not less than Rs. 850000/- per month : NIL

There was no employee either throughout the financial year or part thereof who was inreceipt of remuneration which in the aggregate was in excess of that drawn by the ManagingDirector or Whole-time Director and who held by himself or alongwith his spouse ordependent children two percent or more of the Equity Shares of the Company.

* Mr. Rahul Puri is relative of Mr. Subhash Ghai

* Mr. Siraj Farooqui is relative of Mr. Parvez Farooqui.

6. management discussion and analysis report

Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is presented in a separate section forming part of the Annual Report.

7. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Agreement to report genuine concerns or grievances. The VigilMechanism/ Whistle Blower Policy may be accessed on the Company's website http://muktaarts.com/Aboutus/investorrelations.php

8. risk management

Your Company is well aware of risks associated with its business. The Company managesrisk through a detailed Risk Management Policy framework which lays down guidelines inidentifying assessing and managing risks that the businesses are exposed to.

9. HEALTH SAFETY AND ENVIRONMENT:

As a responsible corporate citizen your Company lays considerable emphasis on healthsafety aspects of its human capital operations and overall working conditions. Thus beingconstantly aware of its obligation towards maintaining and improving the environment allpossible steps are being taken to meet the toughest environmental standards on pollutioneffluents etc. across various spheres of its business activities.

10. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is not engaged in manufacturing activities and as such the particularsrelating to conservation of energy and technology absorption are not applicable. TheCompany makes every effort to conserve energy as far as possible in its post-productionfacilities Studios Offices etc. In particular the Company has taken specific measuresto ensure conservation of energy in places where Mukta A2 Cinemas are located.

Particulars regarding Foreign Exchange earnings and outgo required under the provisionsof Section 134(3) (m) of the Companies Act 2013 read with Rule 8 of the Companies(Accounts) Rules 2014 are given in the notes forming part of accounts which forms part ofthe Annual Report.

11. GREEN Initiative

Section 136 of the Act and the Rules framed there under allows the Company to send itsFinancial Statements by electronic mode to such Members whose shareholding is indematerialized format and whose email addresses are registered with the Depositories forcommunication purposes. As a responsible corporate citizen the Company proposes to effectelectronic delivery of the Annual Report of the Company in lieu of the paper form to theMembers who have registered their email IDs with the Depositories. A physical copy of theAnnual Report will be sent to those Members who have not registered their email addresseswith the Depositories for receiving electronic communication. A physical copy of thisAnnual Report can also be obtained free of cost by any Member from the Registered Officeof the Company on any working day during business hours.

A copy of this Annual Report is also available on the website of the Company at www.muktaarts.com.

12. STATUTORY INFORMATION

The Business Responsibility Reporting as required by Regulation 34 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is not applicable to yourCompany for the financial year ended March 312018.

13. acknowledgements

Your Directors express their deep sense of gratitude to the Artistes Technicians filmdistributors exhibitors Bankers stakeholders and business associates for theirco-operation and support and look forward to their continued support in future.

Your Directors also place on record their appreciation for the contributioncommitment and dedication to your Company's performance by the employees of the Company atall levels.

For and on behalf of the Board of Directors of
Mukta Arts Limited
subhash Ghai
Place: Mumbai Executive Chairman
Date: 24th May 2018 DIN: 00019803