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Mukta Arts Ltd.

BSE: 532357 Sector: Media
NSE: MUKTAARTS ISIN Code: INE374B01019
BSE 00:00 | 24 Apr 2020 Mukta Arts Ltd
NSE 05:30 | 01 Jan 1970 Mukta Arts Ltd

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OPEN 22.05
PREVIOUS CLOSE 22.70
VOLUME 110
52-Week high 54.40
52-Week low 15.20
P/E 6.44
Mkt Cap.(Rs cr) 48
Buy Price 21.20
Buy Qty 23.00
Sell Price 21.20
Sell Qty 2.00
OPEN 22.05
CLOSE 22.70
VOLUME 110
52-Week high 54.40
52-Week low 15.20
P/E 6.44
Mkt Cap.(Rs cr) 48
Buy Price 21.20
Buy Qty 23.00
Sell Price 21.20
Sell Qty 2.00

Mukta Arts Ltd. (MUKTAARTS) - Director Report


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Company director report

To

The Members

Your Directors take pleasure in presenting the Thirty Seventh Annual Report of yourCompany alongwith the Audited Statement of Accounts of the Company for the financial yearended 31st March 2019.

The financial performance of the Company for the year ended 31st March 2019is summarized hereunder:

Particulars Year ending 31.03.2019 Year ending 31.03.2018
(द In millions) (द In millions)
Profit/(Loss) before interest depreciation & tax 140.38 113.16
Less: Interest 59.70 68.49
Profit/(Loss) after interest before depreciation & tax 80.68 44.67
Less: Depreciation 24.66 27.15
Profit/(Loss) before tax 56.02 17.52
Less: Provision for taxation 10.10 7.25
Deferred Tax Liability /(Asset) 7.11 (4.65)
Profit /(Loss) for the year 38.81 14.92
Other comprehensive income (2.32) (0.00)
Add: Balance brought forward 208.44 193.52
Less: Transfer to general reserve - -
Profit/(Loss) Carried forward to Balance Sheet 244.93 208.44

Operations:

During the year the Company recorded an income of 309.41 million an EBIDTA of 140.38million and Profit After Tax of 38.80 million after finance cost of 59.70 million anddepreciation and amortisation of 24.66 million

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

As at March 31 2019 the company's investment in its subsidiary (including deemedinvestment) Whistling Woods International Limited (WWIL) a joint venture between thecompany and Maharashtra Film Stage and Cultural Development Corporation Limited(MFSCDCL) aggregates to द 199.51 million and loans and advances deposits interestreceivable and rent receivable aggregate to द 434.94 millions recoverable from WWIL. TheState Govt. of Maharashtra and MFSCDCL challenged the order of the High Court in theSupreme Court which was dismissed by the Supreme Court on September 22 2014. The amountso paid / being paid by the Company have been accounted under Non - Current OtherFinancial Assets in the Standalone Financial Statements to be adjusted on the settlementof the case. These amounts including those paid by the Company will be accounted as anexpense if required on the settlement of the case.

Additionally without giving effect to the matter as stated above WWIL's net worthstands fully eroded as at March 312019. Management of WWIL believes that it isappropriate to prepare the Ind AS financial statements on a going concern basis based onits assessment of the merits of the case plans for the future and support provided by itsholding company.

However the matter is sub-judice and is subject to final disposal by the HonorableBombay High Court. The Company is hopeful of reliefs based on the issues involved and onmerits of the case as also of a high valuation of the building.

Dividend

Your Board of Directors recommend final dividend for the financial year ended 31stMarch 2019 at the rate of द 1.25/- per Equity Share of द 5/- each subject to theapproval of members in the Annual General Meeting.

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 31.03.2019 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 ofsections 188 of the Companies Act 2013 read with Companies (Meetings of Board and itsPowers) Rules 2014 and therefore disclosure in Form AOC-2 is not required.

The Company has developed a Related Party Transactions framework through StandardOperating 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.

1. 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 price. The Company hasits existence internationally in the Kingdom of Bahrain with the first 6 screen luxurycinema in Juffair Mall.

Subsidiary and Joint Venture Companies

As on 31.03.2019 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 Limited) Mukta A2 Multiplex SPC andMukta A2 Cinemas Limited. The Company also has one Joint Venture Company namely Mukta V NFilms Limited. Whistling Woods International Limited and Mukta A2 Cinemas Limited arematerial subsidiaries of the company within the meaning of Regulation 16(1)(c) of SEBI(Listing Disclosure and Obligation Requirements) Regulation 2015.

Out of the subsidiaries of the Company the most remarkable has been the WhistlingWoods International Limited (‘WWI') that has regularly been rated as one of the TenBest Film Schools in the World by ‘The Hollywood Reporter'. Whistling Woods VirtualAcademy (WWVA) is Whistling Woods International's e-learning platform where web-basedcourses will be available on the various aspects of filmmaking. The courses will be acombination of audiovisual playback online and offline interactions with faculty asneeded and online and offline assignments.

Mukta A2 Cinemas Limited (MA2) provides its patrons with state-of-the-art sound 3-D& picture quality with comfortable seating a soothing and elegant ambience and asumptuous array of food & beverages. The cinemas offer a high standard of servicesthat are upheld by a young and dynamic team of professionals with a strong background inthe exhibition industry. MA2 during the year has launched 2 screens at Sun City MultiplexVile Parle (East) Mumbai at Shamshabad and Kareemnagar With this Mukta A2 Cinemas marksthe completion of 64 screens globally. Mukta

A2 Cinemas is now successfully operating in 17 locations making a PAN India presence tocater to the myriad needs of the movie buffs across the country.

Mukta A2 Multiplex SPC. is also a wholly-owned subsidiary company incorporated in theKingdom 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.

Another subsidiary of the Company Connect.1 Limited is monetising Whistling Woods'content catalog on all digital platforms since 2012. While YouTube is the primaryplatform Connect. 1 is also exploring partnerships with other OTT platforms as well asinternational sales agents to syndicate the content globally.

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

Another subsidiary of the Company Mukta Creative Ventures Limited (formerly known asCoruscant Tec Limited) is a based mobile solutions company with a focus on contentapplications and commerce having office in Mumbai.

Mukta VN Films Limited carrying on the Programming service business which is jointlyheld by the Company along with VN Films Private Limited a subsidiary of UFO Moviez. Thisbusiness used to have a major contribution in topline though being a commission businessthe impact on bottomline was small. Since Mukta V N Films Limited is the result of jointventure between the Company and VN Films Private Limited as per Ind AS Mukta V N FilmsLimited is not to be considered as subsidiary but a joint venture company.

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 Companies Act 2013 companies are exempted fromattaching the Annual Reports and other particulars of its subsidiary companies alongwithAnnual Report of the Company. Therefore the Annual Report of the subsidiary companies arenot attached with this 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.

2. CORPORATE GOVERNANCE

The essence of Corporate Governance is about maintaining the right balance betweeneconomic social individual and community goals. This is ensured by taking ethicalbusiness decisions and conducting business with a firm commitment to values while meetingstakeholders' expectations. The Company has been following the principles of goodCorporate Governance over the years and lays strong emphasis on transparencyaccountability and integrity. As per Regulation 34 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on Corporate Governancealongwith the Certificate from Practicing Company Secretary confirming the compliance isattached 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 year2018-19 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. 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 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.

The present term of Mr. Kewal Handa (DIN 00056826) Independent Director of the Companyexpires on 26th September 2019 and his re-appointment is proposed in theAnnual General Meeting for a second term of 5 consecutive years from 27thSeptember 2019 to 26th September 2024.

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's Compliance of therequirements of Corporate Governance in terms of Regulation 27 (2) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 for the financial year ended 31stMarch 2019 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 2019 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.

3. 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 43 in the notes forming part of accounts which forms part of theAnnual 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 AAS & Associates Company Secretaries in Practice (C. P. No.17264) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report ofthe Company for the year ended is attached as 'Annexure - C'.

Directors Explanation to Qualification in Secretarial Audit Report: -

The High Court of Judicature at Bombay had quashed the Joint Venture Agreement betweenMukta Arts Limited (MAL) and Maharashtra Film Stage and Cultural Development CorporationLimited ('MFSCDCL') vide its order of 9th February 2012.

Whistling Woods International Limited ('WWIL') was ordered to return the land toMFSCDCL and pay rent (including interest on arrears) retrospectively on the entire landsince the date of the JVA. MFSCDCL demanded द 832062611 towards rent and interestarrears thereon by letter dated 3 December 2012 for the period up to 30 November 2012 andvide letter dated 14 July 2014 demanded द 591966210 towards arrears of rent andinterest thereon up to 31 July 2014.

MAL and WWIL filed Review Petitions before the High Court and the said Review Petitionswere heard by High Court and a stay was granted on 30 July 2014. However the High Courthas ordered MAL/WWIL to pay against arrears of rent for the years 2000-01 to 2013-14aggregating to Rs 100038000/- by January 2015 and pay rent of Rs 4500000/- per annumfrom the financial year 2014-15.

As per the terms of the said order MAL has paid an aggregate amount of Rs113538000/- to MFSCDCL by 31st March 2017 pending final hearing. The rent amount forthe financial year 2017-18 and 2018-19 has been paid by WWIL to MFSCDCL. The StateGovernment of Maharashtra and MFSCDCL challenged the order of the Bombay High Court in theSupreme Court which was dismissed by the Supreme Court on 22nd September 2014 withrecourse to the State Government of Maharashtra to make an application to Bombay HighCourt.

Having regard to the circumstances explained above and pending final outcome of thematter under litigation Mukta Arts Limited has not made any adjustment to the carryingvalue of investments in and amounts due from WWIL for the Financial Year 2018-19. TheCompany is hopeful of reliefs based on the issues involved and on merits of the case asalso of a high valuation of the building.

Pursuant to the Maharashtra Cabinet decision in November 2018 MFSCDCL has filed anaffidavit in the subject matter placing on record the resolutions passed by them forentering into a lease agreement with the Company. However the matter is sub-judice and issubject to final disposal by the Honorable Bombay High Court.

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.

4. 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. Your company has complied with provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

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 28:1
Mr. Rahul Puri Managing Director 17:1

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 37.63%
Mr. Rahul Puri Managing Director 13.69%
Mr. Prabuddha Dasgupta Chief Financial Officer 8%
Mrs. Monika Shah Company Secretary 10%

c. The percentage increase in the median remuneration of employees in the financialyear:- 5.8%

d. The number of permanent employees on the rolls of Company: - 64

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 6% whereas the increase in the managerial remunerationwas 38.78%.

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 (in millions) 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 8.35 B.Com 49 09.07.1982 76 Mukta Arts Since inception No
2 Rahul V Puri Managing Director 4.80 Bsc- Business Management 20 01.04.2004 41 Nimbus Communications Ltd. * Yes
3 Prabuddha Dasgupta Chief Financial Officer 4.11 CA 27 07.07.2014 51 Neo Sports broadcast Pvt. Ltd. No
4 Siraj Farooqui Studio Chief Executive 3.91 Inter Arts 43 01.11.2015 64 Mukta Arts Since inception *Yes
5 Sanjay Ghai Chief Operating Officer 3.12 Graduate 36 09.01.2008 53 Mukta Shakti Combine No
6 Ashish Gharde Group Chief Operating Officer 3.99 MBA (SIBM) 22 06.02.2017 46 Larsen & Toubro and Balaji Telefilms Limited No
7 Prem Taparia Manager- Finance 2.53 CA 15 25.07.2007 40 Simplex Mills Co. Ltd. No
8 Rekha Misra VP- Projects & Adm. 1.29 B.Com 37 01.11.2016 67 Great eastern Shipping Co. No
9 Cornelia Thallinger EA to Chairman 1.10 MBA in communications 9 16.02.2016 31 DSB international school Mumbai No
10 Monika Shah Company Secretary 1.03 CSLLB 13 25.01.2016 39 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 द 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.

5. 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.

6. 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 websitehttp://muktaarts.com/Aboutus/investorrelations.php

7. 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.

8. 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.

9. 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.

10. 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 atwww.muktaarts.com.

11. 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 31 2019.

12. 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: 21st May 2019 DIN:00019803


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