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Mukta Arts Ltd.

BSE: 532357 Sector: Media
NSE: MUKTAARTS ISIN Code: INE374B01019
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OPEN 42.00
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VOLUME 1440
52-Week high 65.35
52-Week low 25.60
P/E 19.81
Mkt Cap.(Rs cr) 97
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 42.00
CLOSE 42.50
VOLUME 1440
52-Week high 65.35
52-Week low 25.60
P/E 19.81
Mkt Cap.(Rs cr) 97
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mukta Arts Ltd. (MUKTAARTS) - Director Report

Company director report

To

The Members

Your Directors take pleasure in presenting the Thirty Eighth AnnualReport of your Company along with the Audited Statement of Accounts of the Company for thefinancial year ended 31st March 2020.

The financial performance of the Company for the year ended 31stMarch 2020 is summarized hereunder:

Particulars Year ending 31.03.2020 Year ending 31.03.2019
(Rs. In millions) (Rs. In millions)
Profit/(Loss) before interest depreciation & tax 137.4 140.38
Less: Interest 68.93 59.7
Profit/(Loss) after interest before depreciation & tax 68.47 80.68
Less: Depreciation 23.17 24.66
Profit/(Loss) before tax 45.3 56.02
Less: Provision for taxation 2.6 10.1
Deferred Tax Liability /(Asset) -9.02 7.11
Profit/(Loss) after Tax 51.73 38.81
Less: Interim / Final Dividend 28.23 -
Tax on Interim / Final Dividend 5.8 -
Profit/(Loss) for the year 17.7 38.81
Other comprehensive income -1.38 -2.32
Ind As 116 adjustment -22.39 -
Add: Balance brought forward 244.93 208.44
Less: Transfer to general reserve - -
Profit/(Loss) Carried forward to Balance Sheet 238.85 244.93

Operations:

During the year the Company recorded an income of 325.84 million anEBIDTA of 137 .40 million and Profit After Tax of 51.73 million after finance cost of68.93 million and depreciation and amortization of 23.17 million.

The Company's performance and outlook has been discussed in detail inthe Management Discussion and Analysis.

As at March 31 2020 the company's investment in its subsidiary(including deemed investment) Whistling Woods International Limited (WWIL) a jointventure between the company and Maharashtra Film Stage and Cultural DevelopmentCorporation Limited (MFSCDCL) aggregates to Rs. 199.51 million and loans and advancesdeposits interest receivable and rent receivable aggregate to Rs. 410.70 millionrecoverable from WWIL. The Hon'ble High Court of Judicature at Bombay (‘High Court')through its Order of February 9 2012 had quashed the Joint Venture Agreement (‘JVA')between the Company's shareholders and had passed consequential orders. The petition forSpecial Leave to Appeal had been dismissed by the Supreme Court of India in April 2012.

Pursuant to the High Court's aforesaid Order the allotment of land tothe Company pursuant to the JVA (in lieu of which equity shares of corresponding valuewere issued to Maharashtra Film Stage and Cultural Development Corporation Limited(‘MFSCDCL')) recorded in the books of the Company as land rights at a cost of Rs.30000000 had been cancelled and the Company had been ordered to return the land toMFSCDCL (of the total land admeasuring 20 acres 14.5 acres vacant unused land had beenhanded over to MFSCDCL on April 18 2012 and the balance was to be handed over on orbefore July 31 2014). Pending discussion and/or agreement with MFSCDCL and/orclarifications to be sought from the concerned parties no adjustments have been made tothe share capital structure of the Company and the carrying value of the land rights inthe books of account.

Further MFSCDCL had demanded Rs. 832062611 towards arrears of rentand interest thereon by letter dated December 3 2012. Also as per the High Court's Orderwhich is under challenge from the Company there is an option to set-off the arrears ofrent and interest thereon against the value of the building with net excess or shortfallto be refunded to/ claimed from Mukta Arts Limited the Holding Company/Company asapplicable. During the year 2012-13 the Public Works Department (PWD) Engineer had givenhis valuation report of Institute building based on the Balance sheet of the Company as atMarch 312011. MFSCDCL vide letter dated July 14 2014 demanded Rs. 591966210 towardsarrears of rent and interest thereon up to July 312014 net of value of buildingdetermined as above.

The Company and WWIL had filed application to review the said orderwith the High Court and an Interim stay was granted on July 30 2014 which requireddeposit of Rs. 100.03 million by January 2015 against payment of arrears of rent for theyear 2000-01 to 2013-14 and payment of Rs. 4.5 million per annum from Financial Year2014-15 till the settlement of the case to MFSCDCL. The State Govt. of Maharashtra andMFSCDCL challenged the order of the High Court in the Supreme Court which was dismissed bythe Supreme Court on September 22 2014. As per the terms of the said Order tillfinancial year 2016-17 Rs. 113.54 million has been paid by the Parent Company and forfinancial year 2017-18 2018-19 and 2019-20 Rs. 4.5 million per annum has been paid byWWIL. The amount so paid / being paid by the Company have been accounted under Non -Current Other Financial Assets in the Standalone Financial Statements to be adjusted onthe final settlement of the case.

Additionally without giving effect to the matter as stated aboveWWIL's net worth stands fully eroded as at 31 March 2020. Having regard to thecircumstances explained above and pending final outcome of the matter under litigationthe Company has not made any adjustment to the carrying value of investment in and amountsdue from WWIL and the deposit paid consequent to the High Court's Orders. Accordingly theimpact on the carrying value of investments recoverability of loans and advances andconsequential impact on profit / loss for the year and reserves is not determinable.However the matter is sub-judice and is subject to final disposal by the Honorable BombayHigh Court. The Company is hopeful of reliefs based on the issues involved and on meritsof the case as also of a high valuation of the building.

Impact of the COVID-19 pandemic on the business:

The COVlD-19 pandemic is spreading throughout the world includingIndia which led to nation-wide lockdown from March 25 2020. Consequently revenues andthe profitability have been adversely affected. However the Company adopted the Work FromHome (WFH) technique and is trying to function as smoothly as possible.

The business of the Company and its subsidiaries ("GroupCompanies") have been affected by the ongoing COVID-19 pandemic initially becauseof the closure of Cinemas by the Government and subsequently because of the lockdown thathas been imposed. During the time the lockdown is in effect and social distancing normsare in place the Entertainment Industry shall be adversely impacted. The Company and itsGroup Companies has assessed the impact on its operations including revenue and thecarrying value of its assets. For all our Group Companies wherever applicable steps havebeen taken to mitigate future losses by cutting operational costs including by reductionof employee costs and by invoking force majeure for rental payments. The short term impacton financials of the Company is expected to be severe however the long term impact isnot expected to be substantial.

The employees of the Company have resumed office from June 8 2020 asper directives of Government with only 10% of its total staff while following all thesafety guidelines.

Dividend

Even though the Company has earned profit during the year theDirectors have not recommended any dividend with a view to conserve the Cash looking atthe difficult situation created by the pandemic.

Particulars of loans guarantees or investments by company

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to FinancialStatements.

Deposits

The Company has not accepted any fixed deposits from the public withinthe meaning of section 73 of the Companies Act 2013 read with the Companies (Acceptanceof deposits) Rules 2014. Therefore as on 31.03.2020 there were no deposits which wereunpaid or unclaimed and due for repayment.

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

All transactions entered with Related Parties during the year underreview 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 readwith Companies (Meetings of Board and its Powers) Rules 2014 and therefore disclosure inForm AOC-2 is not required.

The Company has developed a Related Party Transactions frameworkthrough Standard Operating Procedures for the purpose of identification and monitoring ofsuch transactions.

All Related Party Transactions are placed before the Audit Committee asalso before the Board for approval. The Policy on Related Party Transactions as approvedby the Board of Directors has been uploaded on the website of the Company. The web link ofthe same has been provided in the Corporate Governance Report. None of the Directorsvis-a-vis the Company had any pecuniary relationship or transactions.

Material changes and commitment if any affecting the financialposition of the company occurred between the end of the financial year to which thisfinancial statements relate and the date of this report.

Except as disclosed elsewhere in this report no material changes andcommitments which could affect the Company's financial position have occurred between theend of the financial year of the Company and date of this report.

Share Capital

During the year under review the company has not issued any Equityshares or any other securities.

1. BUSINESS OVERVIEW

For the company in the year gone by Mukta Arts completed itsproduction of the Marathi film ‘Vijeta'. Sadly the film could not pick up at the BoxOffice as the cinemas in Maharashtra were closed due to the pandemic. The Movie shallrelease upon theatres being opened for the patrons as the movie is created for viewing onthe big screen. Additionally the company did a good deal for its Marathi film cataloguewith Sony. Cash flows and revenues from the Hindi library deal with Zee and the Tips Musiclibrary deal came in to boost the numbers. In a significant saving the company shiftedits long term borrowing from India Bulls to LIC.

Subsidiary and Joint Venture Companies

As on 31.03.2020 the Company has six subsidiary Companies namelyWhistling Woods International Limited Connect.1 Limited Mukta Tele Media Limited MuktaCreative Ventures Limited (formerly known as Coruscant Tec 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 and Mukta A2 CinemasLimited are material subsidiaries of the company within the meaning of Regulation 16(1)(c)of SEBI (Listing Disclosure and Obligation Requirements) Regulation 2015.

The most notable has been Whistling Woods International Limited(‘WWI') that has continued to solidify its reputation as India's premierFilm & Creative Arts institute. Financially WWI continues its robust growth with a 20%increase in revenues and a 45% increase in EBITDA over prior year. WWI has also continuedwidening its repertoire of education with the setting up of the Whistling Woods School ofEvents which will herald premium education in the fields of Event ManagementExperiential Marketing and IP Creation.

Mukta A2 Cinemas Limited (MA2) continued to open properties evenin challenging circumstances. We opened two theatres in Mumbai - Roxy and Orion and addedanother in Bhilai. Our performance in the exhibition space struggled overall because ofmany one-time maintenance costs that were expensed to ensure that the longevity of some ofthe properties was stretched out. Our new advertising deal with UFO has helped to bringadditional value to the business in the form of highly profitable advertising revenues.All in all the theatrical space had a mixed year overall improving toward the end of theyear before the virus left all theatres closed.

Mukta A2 Multiplex SPC. in Bahrain has rolled out two newinitiatives. Partnering with the Dana Mall Mukta A2 has taken a management contract fortheir 10 screen cinema renovation and management once the theatre becomes operationalwhich will add significantly to the profitability of that business. Mukta A2 also receivedapproval to start a Drive In theatre in Bahrain and for that purpose partnered Pico on theroll out of Bahrain's first Drive-in Theatre as a response to the pandemic. The theatre isexpected to be operational in July 2020.

Another subsidiary of the Company Connect.1 Limited ismonetising all of Whistling Woods' content catalog on all digital platforms since 2012.While YouTube remained the primary platform on which this content was monetised in FY20in the month of April 2020 Connect.1 entered into a partnership with India's largest OTTplatform - Diney+ Hotstar and became the key content partner to it for its newly set upAVoD business. As of July 2020 the first batch of 25 WWI Student films have crossed acumulative 50 million views on D+H. Connect.1 is also in conversation with other OTTplatforms like Hungama Play and EpicOn for similar syndication agreements.

Mukta Tele Media Limited is another subsidiary of the Company. Themain objects of the Company are to take up production of TV-serials management of eventshows and entertainment software.

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

The programming business Mukta VN Films Limited had beenperforming steadily during the year. The pandemic has put a temporary stop in revenues.Its business depends on the functioning of the exhibition sector and numbers are expectedto drop in the next financial year but since the long term outlook of the exhibitionsector is positive the long term trajectory of this business is expected to remainsteady.

During the year the Board of Directors reviewed the affairs of itssubsidiary Companies. Further pursuant to provisions of Section 129(3) of the Act astatement containing salient features of the financial statements of the Company'ssubsidiaries in Form AOC-1 is attached as Annexure ‘A' to this Report.

Pursuant to Section 136 of the Companies Act 2013 companies areexempted from attaching the Annual Reports and other particulars of its subsidiarycompanies alongwith Annual Report of the Company. Therefore the Annual Report of thesubsidiary companies are not attached with this Annual Report.

Any member desirous of obtaining a copy of the said financialstatements may write to the Company Secretary at the registered office address of theCompany.

2. CORPORATE GOVERNANCE

The principles of Corporate Governance are based on transparencyaccountability and focus on the sustainable success of the Company over the long-term. Wehave been following the principles of good Corporate Governance over the years and laystrong emphasis on transparency accountability and integrity. As per Regulation 34 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a separatesection on Corporate Governance alongwith the Certificate from Practicing CompanySecretary confirming the compliance is attached as Annexure ‘F' to thisReport

The Board of Directors (‘the Board') are responsible for andcommitted to sound principles of Corporate Governance in the Company. The Board plays acrucial role in overseeing how the management serves the short and long-term interests ofshareholders and other stakeholders. This belief is reflected in our governance practicesunder which we strive to maintain an effective informed and independent Board. We keepour governance practices under continuous review and benchmark ourselves to best practicesacross the globe.

Number of meetings of the board

The details of the number of meetings of the Board held during thefinancial year 2019-20 forms part of the Corporate Governance Report. The Company had 4meetings of the Board during the year. The intervening gap between any two meetings waswithin the period prescribed by Regulation-17(2) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and the Companies Act 2013.

Committees of the Board

Currently the Board has four Committees namely Audit CommitteeNomination and Remuneration Committee Stakeholders Relationship Committee and ShareTransfer Committee.

A detailed note on Board and its committees is provided under thecorporate governance section to this annual report. The composition of Committees as perthe applicable provisions 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. Manmohan 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. Manmohan Shetty

Board Diversity

The Company recognizes and embraces the importance of a diverse boardin its success. We believe that a truly diverse board will leverage difference in thoughtperspectives knowledge skill regional and industry experience cultural andgeographical background. The Board has adopted the Policy on Board Diversity which setsout the approach to diversity of the Board of Directors and the same is available on ourwebsite.

Remuneration and Nomination Policy

The Board of Directors of the Company has Independent Directors whohave in depth knowledge of the business and industry as the members of Nomination andRemuneration Committee. The composition of the Board is in conformity with SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and the Companies Act 2013.

The Board of Directors has framed a policy which lays down a frameworkin relation to remuneration of Directors Key Managerial Policy Personnel and SeniorManagement of the Company. This Policy also lays down criteria for selection andappointment of Board Members. The policy attached as Annexure ‘B' to thisBoard's Report.

Declaration by Independent Directors

All Independent Directors have given declarations that they meet thecriteria of independence 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 17of 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 wasconducted based on the criteria and framework adopted by the Board. The performanceevaluation of the Chairman and the Non- Independent Director(s) was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.

Directors

As per the provisions of Section 152 of the Companies Act 2013 readwith the Companies (Appointment and Qualification of Directors) Rules 2014 and in termsof the Articles of Association of the Company Mr. Rahul Puri (DIN 01925045) ManagingDirector of the Company retires by rotation at the forthcoming Annual General Meetingand being eligible offer himself for re-appointment.

The Company has received declarations from Mrs. Paulomi Dhawan and Mr.Manmohan Shetty Independent Directors of the Company confirming that they meet with thecriteria of Independence as prescribed under Sub-Section (6) of Section 149 of theCompanies Act 2013.

In accordance with the provisions of Section 149 of the Companies Act2013 members' approval is being sought at the ensuing Annual General Meeting forre-appointment of Mrs. Paulomi Dhawan (DIN 01574580) and Mr. Manmohan Shetty (DIN00013961) as Independent Directors for 5(five) consecutive years from 28thSeptember 2020 to 27th September 2025.

Mr. Subhash Ghai (DIN 00019803) being re-appointed as ExecutiveChairman of the Company for the period of 3 years w.e.f. 30th May 2020.

Mr. Rahul Puri (DIN 01925045) being re-appointed as Managing Directorof the Company for the period of 3 years w.e.f. 30th May 2020.

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. Prabuddha Dasgupta Chief Financial Officer
4 Ms. Monika Shah Company Secretary

Certificate on Corporate Governance

AAS & Associates Company Secretaries has certified the Company'sCompliance of the requirements of Corporate

Governance in terms of Regulation 27 (2) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations

2015 for the financial year ended 31st March 2020 and thesame is enclosed as an Annexure D to this Report.

Director's responsibility statement

To the best of knowledge and belief and according to the informationand explanations obtained by them your Directors

make the following statement in terms of Section 134(3)(c) of theCompanies Act 2013:

i. The financial statements have been prepared in conformity withIndian Accounting Standards (Ind As) and requirements of the Act and that of guidelinesissued by SEBI to the extent applicable to Company;

ii. the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit of the company for the year ended on that date;

iii. the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;

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

v. that the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and

vi. that the Directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.

vii. the financial statements have been audited by Uttam Abuwala Ghosh& Associates (formerly known as Uttam Abuwala & Co.) Chartered Accountants theCompany's Auditors

viii. the Audit Committee meets periodically with the Internal Auditorsand the Statutory Auditors to review the manner in which the Auditors are dischargingtheir responsibilities and to discuss audit internal control and financial reportingissues.

3. AUDIT AND AUDITORS

Statutory Auditors

At the 34th Annual General Meeting ("AGM") of theCompany held on 9th September 2016 M/s. Uttam Abuwala Ghosh & Associates(formerly known as Uttam Abuwala & Co.) Chartered Accountants bearing FirmRegistration No. 111184W were appointed as Statutory Auditors of the Company to holdoffice till the conclusion of the 38th Annual General Meeting.

The Company has received a certificate from the said Auditors to theeffect that if they are re-appointed the re-appointment would be in accordance with theprovisions of Section 141 of the Companies Act 2013. Accordingly approval of the membersfor the re-appointment of M/s. Uttam Abuwala Ghosh & Associates Chartered Accountantsas Statutory Auditors of the Company for another term of 5 years is being sought at theensuing Annual General Meeting of the Company. The Members are requested to consider there-appointment of Statutory Auditors of the Company for another term of five years fromthe conclusion of this Annual General Meeting until the conclusion of the 43rdAnnual General Meeting to be held in the year 2025 and authorise the Board of Directors tofix their remuneration.

Auditors' Report

The Company's explanation to the Auditors' observation in their Reporthave been detailed in Note No's 43 in the notes forming part of accounts whichforms part of the Annual Report.

Secretarial Audit

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

The Secretarial Auditors observations in their report areself-explanatory. No further explanation is required from the Management.

Significant and material orders passed by the regulators or courts

There are no significant and material orders passed by theRegulators/Courts that would impact the going concern status of the Company and its futureoperations.

Internal Financial control systems and their adequacy

Your Company has a proper and adequate system of internal controls.These controls ensure transactions are authorized recorded and reported correctly andassets are safeguarded and protected against loss from unauthorized use or disposition. Inaddition there are operational controls and fraud risk controls covering the entirespectrum of internal financial controls within the meaning of the Act.

The internal and operational audit is entrusted to M/s. Garg Devendra& Associates a reputed firm of Chartered Accountants. The main thrust of internalaudit is to test and review controls appraisal of risks and business processes besidesbenchmarking controls with best practices in the industry.

Based on the report of Internal Auditor process owners undertakecorrective action in their respective areas and thereby strengthen the controls.Significant audit observations and the necessary corrective actions are presented to theAudit Committee. The Audit Committee actively reviews the adequacy and effectiveness ofthe internal financial control systems and suggests improvements to strengthen the same.

The Audit Committee and the Board are of the opinion that the Companyhas sound Internal Financial Control commensurate with the nature and size of its businessoperations and operating effectively and no material weaknesses exist during the financialyear 2019-20.

Extract of Annual Return

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

4. Human Resources

Human Resource is considered as one of the most critical resources inthe business which can be continuously smoothened to maximize the effectiveness of theOrganization. Human Resources build the Enterprise and the sense of belonging wouldinculcate the spirit of dedication and loyalty amongst them towards strengthening theCompany's Polices and Systems. All personnel continue to have healthy cordial andharmonious approach thereby enhancing the contributory value of the Company.

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

i) Your Company has in place a Prevention of Sexual Harassment (POSH)policy in accordance with the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. The essence of the policy iscommunicated to all employees of the group companies as well at regular intervals throughassimilation and awareness programs.

ii) During the year under review no complaints were reported to theBoard. Your company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

The information required under Section 197 of the Act read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are given below:

a. The ratio of the remuneration of each director to the medianremuneration of the employees of the Company for the financial year:

Name Designation Ratio
Mr. Subhash Ghai Executive Chairman 26:1
Mr. Rahul Puri Managing Director 17:1

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

Name Designation %increase / decrease
Mr. Subhash Ghai Executive Chairman -3.5%
Mr. Rahul Puri Managing Director 8%
Mr. Prabuddha Dasgupta Chief Financial Officer 8%
Mrs. Monika Shah Company Secretary 13%

c. The percentage increase in the median remuneration of employees inthe financial year:- 10%

d. The number of permanent employees on the rolls of Company: - 72

e. Average percentage increase already made in the salaries ofemployees other than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in themanagerial remuneration:

- 2%

f. Affirmation that the remuneration is as per the remuneration policyof the Company:

The Company affirms remuneration made is as per the remuneration policyof the Company

g. Particulars of Employees

Information as per Rule 5(2) of Chapter XIII Companies (Appointmentand Remuneration of 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 8050000 B.Com 50 09.07.1982 77 Mukta Arts Since inception * Yes
2 RAHUL V PURI MANAGING DIRECTOR 5129592 Bsc- Business Management 21 01.04.2004 42 Nimbus Communications Ltd. * Yes
3 PRABUDDHA DASGUPTA CHIEF FINANCIAL OFFICER 4445501 CA 28 07.07.2014 52 Neo Sports broadcast Pvt. Ltd. No
4 SIRAJ FAROOQUI STUDIO CHIEF EXECUTIVE 4178338 Inter Arts 44 01.1\1.2015 65 Mukta Arts Since inception *Yes
5 SANJAY GHAI CHIEF OPERATING OFFICER 3054000 Graduate 37 09.01.2008 54 Mukta Shakti Combine No
6 ASHISH GHARDE GROUP CHIEF OPERATING OFFICER 4000002 MBA (SIBM) 23 06.02.2017 47 Larsen & Toubro and Balaji Telefilms Limited No
7 PREM TAPARIA MANAGER-FINANCE 2838389 CA 25.07.2007 41 Simplex Mills Co. Ltd. No
8 SAMEER FAROOQUI SR. MANAGER 1187579 B Com 28 17.09.97 49 Cinerad Communication *Yes
9 CORNELIA THALLINGER EA TO CHAIRMAN 1195620 MBA in communications 10 16.02.2016 32 DSB international school Mumbai No
10 MONIKA SHAH COMPANY SECRETARY 1175000 CSLLB 14 25.01.2016 40 B. Raheja Builders No

Details of Employees who were :

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

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

There was no employee either throughout the financial year or partthereof who was in receipt of remuneration which in the aggregate was in excess of thatdrawn by the Managing Director or Whole-time Director and who held by himself or alongwithhis spouse or dependent children two percent or more of the Equity Shares of the Company.

* Mr. Rahul Puri is relative of Mr. Subhash Ghai ExecutiveChairman of the Company.

* Mr. Siraj Farooqui and Mr. Sameer Farooqui are relatives of Mr.Parvez A. Farooqui Director of the Company.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review asstipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a separate section forming part of the Annual Report.

6. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company which also incorporates a whistleblower policy in terms of the Listing Agreement to report genuine concerns or grievances.The Vigil Mechanism/ Whistle Blower Policy may be accessed on the Company's websitehttp://muktaarts.com/Aboutus/investorrelations.php

7. RISK MANAGEMENT

Your Company is well aware of risks associated with its business. TheCompany manages risk through a detailed Risk Management Policy framework which lays downguidelines in identifying assessing and managing risks that the businesses are exposedto.

8. HEALTH SAFETY AND ENVIRONMENT

As a responsible corporate citizen your Company lays considerableemphasis on health safety aspects of its human capital operations and overall workingconditions. Thus being constantly aware of its obligation towards maintaining andimproving the environment all possible steps are being taken to meet the toughestenvironmental standards on pollution effluents etc. across various spheres of itsbusiness activities.

9. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

The Company is not engaged in manufacturing activities and as such theparticulars relating to conservation of energy and technology absorption are notapplicable. The Company makes every effort to conserve energy as far as possible in itspost-production facilities Studios Offices etc. In particular the Company has takenspecific measures to ensure conservation of energy in places where Mukta A2 Cinemas arelocated.

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

10. GREEN INITIATIVE

Section 136 of the Act and the Rules framed there under allows theCompany to send its Financial Statements by electronic mode to such Members whoseshareholding is in dematerialized format and whose email addresses are registered with theDepositories for communication purposes. As a responsible corporate citizen the Companyproposes to effect electronic delivery of the Annual Report of the Company in lieu of thepaper form to the Members who have registered their email IDs with the Depositories. Aphysical copy of the Annual Report will be sent to those Members who have not registeredtheir email addresses with the Depositories for receiving electronic communication. Aphysical copy of this Annual Report can also be obtained free of cost by any Member fromthe Registered Office of the Company on any working day during business hours.

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

11. STATUTORY INFORMATION

The Business Responsibility Reporting as required by Regulation 34 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicableto your Company for the financial year ended March 312020.

12. ACKNOWLEDGEMENTS

Your Directors express their deep sense of gratitude to the ArtistesTechnicians film distributors exhibitors Bankers stakeholders and business associatesfor their co-operation and support and look forward to their continued support in future.

Your Directors also place on record their appreciation for thecontribution commitment and dedication to your Company's performance by the employees ofthe Company at all levels.

For and on behalf of the Board of Directors of
Mukta Arts Limited
Subhash Ghai
Place: Mumbai Executive Chairman
Date: 29th June 2020 DIN: 00019803

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