Dear Members,
The Board of Directors are delighted to present the 41st
Annual Report on the business and operations of the Company along with the summary of
financial statements for the year ended 31st March, 2023.
In compliance with the applicable provisions of the Companies Act, 2013
("the Act"), SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"), this Board's Report is
prepared based on standalone financial statements and also present the key highlights of
performance of Subsidiary Companies and their contribution to the overall performance of
the Company during the year under review.
The financial performance of the Company for the year ended 31st
March, 2023 is summarised hereunder:
Particulars |
F.Y. 2022-23 (' In
'000) |
F.Y. 2021-22 (' In
'000) |
Profit/(Loss) before interest,
depreciation & tax |
1,75,865.90 |
3,26,068.56 |
Less: Interest |
(50,370.40) |
(58,903.32) |
Profit/(Loss) after interest,
before depreciation & tax |
1,25,495.50 |
2,67,165.23 |
Less: Depreciation |
(20,567.83) |
(21,312.89) |
Profit/(Loss) before tax |
1,04,927.67 |
2,45,852.35 |
Less: Provision for taxation |
(17,900.26) |
(52,500.00) |
Deferred Tax Liability
/(Asset) |
(296.77) |
(4,507.61) |
Taxes for earlier years |
(2,523.00) |
17,007.67 |
Profit/(Loss) after Tax |
84,207.65 |
2,05,852.40 |
Less: Interim / Final Dividend |
0 |
0 |
Tax on Interim / Final
Dividend |
0 |
0 |
Profit/(Loss) for the year |
84,207.65 |
2,05,852.40 |
Other comprehensive income |
130.70 |
1,027.47 |
Ind AS 116 adjustments |
0 |
9,398.70 |
Add: Balance brought forward |
5,25,561.16 |
3,09,282.59 |
Less: Transfer to general
reserve |
0 |
0 |
Profit/(Loss) carried forward
to Balance Sheet |
6,09,883.42 |
5,25,561.16 |
Key Financial Ratios:
Particulars |
F.Y. 2022-23 |
F.Y. 2021-22 |
Debt Equity Ratio (Total Debt/
Total Equity) |
0.33 |
0.32 |
Debt Service Coverage Ratio
(see note 1)
EBITDA/ (Interest expenses + Principal repayments of long term borrowings
due within 12 months from the balance sheet date) |
5.56 |
4.00 |
Current Ratio (see note 2)
(Total Current Assets/ Total Current Liabilities) |
4.98 |
6.75 |
Trade receivables turnover
ratio (see note 3) (Sale of services/ closing trade receivables) |
1.25 |
3.31 |
Trade payables turnover
(Total expenses less depreciation/ closing trade payables) |
9.08 |
11.75 |
Net Profit/ (Loss) Margin
(%)(see note 4) (Profit/(Loss) after Tax/ Revenue from operations) |
1.13 |
0.43 |
Return on Equity Ratio [%]
(see note 5) (Profit / (Loss) after Tax/ Total equity) |
0.05 |
0.12 |
Return on Capital Employed
Ratio [%] (see note 6)
(Earnings before Interest & Taxes (EBIT)/ Total Capital Employed) |
0.07 |
0.14 |
Net Capital Turnover Ratio
(Total revenue from operations/ (Total current asset- Derivative financial
asset) - (Total Current Liability - Short term borrowings) |
0.20 |
0.53 |
Reasons for variance exceeding 25%
Note 1- Due to decrease in EBITDA during financial year 2022-23.
Note 2- Due to increase in current assets and decrease in current
liabilities during financial year 2022-23.
Note 3- Due to decrease in sales during financial year 2022-23.
Note 4- Due to decrease in net profit during financial year 2022-23.
Note 5- Due to decrease in net profit during financial year 2022-23.
Note 6- Due to decrease in net profit during financial year 2022-23.
The calculation for above ratios (including restatement of prior year
ratios, wherever necessary) is in accordance with formula prescribed by Guidance note on
Schedule III issued by the Institute of Chartered Accountants of India.
Overview of Company's Financial performance
Standalone Revenue from Operations for the year was Rs.1987.40 lakhs as
compared to Rs.4834.29 lakhs in financial year 2021-22.
Standalone total income, comprising Revenue from Operations and Other
Income, for the year was Rs.3372.09 lakhs as compared to Rs.6285.50 lakhs in financial
year 2021-22.
Standalone Profit before tax for the year was 1049.28 lakhs as compared
to Rs.2458.52 lakhs in financial year 2021-22 and Standalone Profit after tax for the year
was Rs.842.08 lakhs as compared to Rs.2058.52 lakhs in financial year 2021-22.
Consolidated Revenue from Operations for the year was Rs.16317.85
lakhs, 23.87% higher as compared to Rs.13173.27 lakhs in financial year 2021-22.
Consolidated total income, comprising Revenue from Operations and Other
Income, for the year was 17425.61 lakhs, 13.72% higher as compared to Rs.15323.07 lakhs in
financial year 2021-22.
Consolidated Profit before tax was Rs.1013.17 lakhs in the financial
year 2021-22 as compared to loss of Rs.1738.26 Lakhs in the current financial year.
Consolidated Profit after tax was Rs.622.02 lakhs in the financial year 2021-22 as
compared to loss of Rs.1875.37 lakhs in the current financial year.
Consolidated Financial Statements
The Audited Consolidated Financial Statements of the Company for the
year ended 31st March, 2023, prepared in accordance with the applicable Indian
Accounting Standards (Ind AS), SEBI Listing Regulations and the Act, forms part of this
Annual Report.
Dividend
In order to conserve the resources for future growth of the Company,
Company have not declared any dividend for the year under review.
Transfer to Reserves
Your Company does not propose to transfer any amount to General
Reserves.
Share Capital
The paid-up equity share capital of the Company as on 31st
March, 2023 is '11,29,26,000.
a) Buy-back of Securities
The Company has not bought back any of its securities during the year
under review.
b) Sweat Equity
The Company has not issued any sweat equity shares during the year
under review.
c) Bonus Shares
The Company has not issued any bonus shares during the year under
review.
d) Employee Stock Option
The Company has not provided any stock option scheme to the employees
during the year under review.
e) Rights Issue of Equity Shares
The Company has not issued any shares on right basis during the year
under review.
f) Equity Shares with differential rights
The Company has not issued equity shares with differential rights as to
dividend, voting or otherwise during the year under review.
Changes in the nature of business
During the year under review, there has been no change in the nature of
business carried on by the Company.
Material changes and commitments
Except as disclosed elsewhere in this report, no material changes and
commitments which could affect the Company's financial position, have occurred between the
end of the financial year of the Company and date of this report.
BUSINESS OVERVIEW
Your Company started production of the daily soap "Jaanaki"
which shall be telecast on Doordarshan. Production for another film to be released on the
OTT platform of Zee, has also started. Production of the Marathi feature film Tu Mi
Ani Amaira', shot in London, is now complete and ready for release.
Subsidiary Companies
As on 31st March, 2023 the Company has seven subsidiary
Companies namely, Whistling Woods International Limited, Connect.1 Limited, Mukta
Telemedia Limited, Mukta Creative Ventures Limited (formerly known as Coruscant Tec
Limited), Mukta A2 Cinemas Limited, Mukta A2 Multiplex W.L.L, Bahrain and Mukta V N
Films Limited*.
Mukta V N Films Limited is a subsidiary of the Company as per Companies
Act, 2013, whereas it is considered as a Joint Venture Company in terms of Ind AS in the
consolidated financials of the Company.
Whistling Woods International Limited and Mukta A2 Cinemas Limited are
material subsidiaries of the Company within the meaning of Regulation 16(1)(c) of SEBI
Listing Regulations.
Whistling Woods International Limited ("WWI") which is
recognised as India's premier Film Communication & Creative Arts Institute, is now
innovating in the areas of Impressive Content like Virtual Reality, Virtual Production and
its associated elements like Photo grammetry, Volumetric Capture, Motion Capture &
Camera Tracking. Further, it has become India's first institution to introduce Virtual
Production into the filmmaking curriculum at both the Graduate & Post-graduate levels.
It has also entered into an MOU with the India Block chain Alliance to set up a Centre of
Excellence to work on Block chain for the Media & Entertainment Industry.
WWI, had won the bid to run the Film, Acting & Media specialisation
in Delhi School, Board's Schools of Specialised Excellence - an initiative of the Delhi
School Board to integrate multidisciplinary education into high school education which
mandate that a sizeable duration of their curriculum and mainstream time-table be reserved
for subjects historically considered as extra-curricular'. The first academic year
is complete and the feedback from the board, students and parents has been excellent.
Mukta A2 Cinemas Limited ("MA2") continued to open new
properties and expand existing properties, while also setting in motion, the shutting down
of unprofitable ones. During the year, MA2 launched 8 new screens in Ahmedabad. With this
addition, the screen count of MA2 goes to 62 screens in 24 locations apart from 14 screens
under its JV with Asian Cinemas. It has since opened a 3 screen property at Chittorgarh,
Rajasthan, taking its count to 65 screens across 25 locations. The business still shows
some evidence of the severe conditions of the last two years, though the environment is
constantly improving and indications are of a healthier next financial year.
Mukta A2 Multiplex W.L.L along with it's existing 6 screens in
Bahrain, the Company has started management of 10 screens property in Dana Mall taking its
count to 16 screens. Further, it has entered into an agreement to manage a chain of
multiplexes in Saudi Arabia. While the Dana Mall property is already contributing revenue,
the Saudi Arabia properties too shall contribute revenue from the next financial year.
Another subsidiary of the Company, Connect.1 Limited monetises
content on digital platforms.
Mukta Telemedia Limited is another subsidiary of the Company. The
main objects of the Company are to take up production of TV-serials, management of event
shows and entertainment software.
One of the subsidiaries of the Company, Mukta Creative Ventures
Limited (formerly known as Coruscant Tec Limited) is
a mobile based solutions Company with a focus on content, applications
and commerce, having office in Mumbai.
The programming business of Mukta V N Films Limited is now
performing steadily. As the exhibition sector returns to pre- covid levels of business,
its health also continues to improve.
During the year, the Board of Directors reviewed the affairs of its
subsidiary companies. Further, pursuant to provisions of Section 129(3) of the Act, a
statement containing salient features of the financial statements of the Company's
subsidiaries in Form AOC-1 is attached as Annexure-A to this Report.
In accordance with Section 136 of the Act, the audited financial
statements, including the consolidated financial statements and related information of the
Company and audited accounts of each of its subsidiaries, are available on the website of
the Company.
Corporate Governance
Your Company has been practicing the principles of good Corporate
Governance over the years and it is a continuous and ongoing process. A detailed Report on
Corporate Governance practices followed by our Company in terms of the SEBI Listing
Regulations, is attached as Annexure-B together with a Certificate from the
Secretarial Auditors confirming compliance with the conditions of Corporate Governance are
provided separately in this Annual Report as Annexure-I.
Meetings of the Board of Directors
Regular meetings of the Board and its Committees are held to discuss
and decide on various business policies, strategies, financial matters and other
businesses.
Board of Directors met 4 times during the financial year 2022-23. The
intervening gap between two Board Meetings did not exceed 120 days. The details of the
meetings and the attendance of the Directors are mentioned in the Report on Corporate
Governance which forms part of the Annual Report.
Committees of the Board
In compliance with the requirements of the Act and SEBI Listing
Regulations, the Board has constituted various Board Committees including Audit Committee,
Nomination and Remuneration Committee, Stakeholders' Relationship Committee and Corporate
Social Responsibility Committee. Details of scope, constitution, terms of reference,
number of meetings held during the year under review along with attendance of Committee
Members therein forms part of the Corporate Governance Report which is an integral part of
the Annual Report.
Vigil Mechanism / Whistle Blower Policy
Over the years, the Company has established a reputation for doing
business with integrity and maintained zero tolerance towards any form of unethical
behavior.
Your Company has formulated a Vigil Mechanism / Whistle Blower Policy
intending to provide a mechanism for employees to report violations. The Policy also lays
down the procedures to be followed to report violations, conducting investigations and
taking disciplinary actions. It also provides assurances and guidelines on confidentiality
of the reporting process and protection from reprisal to complainants. No personnel have
been denied access to the Audit Committee of the Board. The Audit Committee oversees the
functioning of this policy. Protected disclosures can be made by a whistle-blower through
several channels to report actual or suspected frauds and violation of the Company's Code
of Conduct.
Extract of Annual Return
As required under Section 134(3)(a) of the Act, the Annual Return for
the financial year 2022-23, is placed on the Company's website and can be accessed at
http://www.muktaarts.com /Aboutus/annual-returns.php.
AUDIT AND AUDITORS
Statutory Auditors
M/s. Uttam Abuwala Ghosh & Associates, Chartered Accountants,
Mumbai (Firm Registration No. 111184W), were reappointed as the Statutory Auditors of the
Company at the 39th Annual General Meeting ("AGM") held on 23rd
September, 2021 until the conclusion of 43rd AGM to be held in the year 2025.
The Company's explanation to the Auditors' observation in their Report
have been detailed in the notes to the financial statements for the year ended 31st
March, 2023 which forms part of the Annual Report.
Apart from as mentioned above, the Auditors' Report for the financial
year 2022-23 does not contain any adverse reservation, qualification, remark or
disclaimer, on the financial statements of the Company. Auditors' Report is
self-explanatory and therefore, does not require further comments and explanation. The
Report given by the Auditors on the financial statements of the Company forms part of this
Annual Report.
Secretarial Auditors
Pursuant to the provisions of Section 204(1) of the Act read with rule
9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the
Company has appointed M/s. K. C. Nevatia & Associates, Practicing Company Secretaries,
Mumbai (FCS: 3963 and COP No.: 2348) as Secretarial Auditors of the Company for the
financial year 2022-23.
The Secretarial Audit Report of the Company issued by Secretarial
Auditor in Form No. MR-3 for the year ended 31st March, 2023 is attached as Annexure-C
to this Report.
Secretarial Audit Report for the financial year 2022-23 does not
contain any adverse reservation, qualification, remark or disclaimer. Secretarial Audit
Report is self-explanatory and therefore, does not require any further comments and
explanation.
Secretarial Audit Report of Unlisted Material Subsidiaries
Secretarial Audit Report of Whistling Woods International Limited and
Mukta A2 Cinemas Limited, Unlisted Material Subsidiaries of the Company issued by M/s. AAS
& Associates, Practicing Company Secretaries, Mumbai (FCS: 8612 and COP No. 17264), in
Form No. MR-3 for the financial year 2022-23 is annexed as Annexure-D to
this Report.
The said Reports does not contain any adverse reservation,
qualification, remark or disclaimer.
Internal Auditors
Pursuant to the provisions of Section 138 of the Act, the Company has
appointed M/s. Garg Devendra & Associates, Chartered Accountants, Mumbai (Firm
Registration No. 130993W) to conduct the internal audit of the Company for the financial
year 2022-23.
Reporting of frauds by Auditors
During the year under review, the Statutory Auditors, Secretarial
Auditors and Internal Auditors have not reported any instances of fraud committed against
the Company by its officers or employees to the Audit Committee of the Board, under
Section 143(12) of the Act.
Cost Audit
The Company is not engaged in the production of goods or providing
services as prescribed by the Central Government under Section 148(1) of the Act and rule
3 of the Companies (Cost Records and Audit) Rules, 2014. Hence maintenance of cost records
by the Company is not required.
Compliance of Secretarial Standards
The Company has complied with the Secretarial Standards i.e. SS-1 and
SS-2, relating to "Meetings of the Board of Directors" and "General
Meetings", respectively issued by the Institute of Company Secretaries of India.
Declaration by Independent Directors
The Company's Independent Directors have submitted requisite
declarations confirming that they continue to meet the criteria of independence as
prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing
Regulations. The Independent Directors have also confirmed that they have complied with
Schedule IV of the Act and the Company's Code of Conduct. The Board is of the opinion that
the Independent Directors of the Company hold the highest standards of integrity and
possess requisite expertise, proficiency and experience required to fulfil their duties as
Independent Directors.
Particulars of loans, guarantees or investments by the Company
Details as required under Section 186 of the Act, are given in notes to
Financial Statements for the financial year ended 31st March, 2023.
Particulars of Contracts or arrangements made with related party(ies)
All Related Party Transactions ("RPTs") entered during
the year were in the Ordinary Course of Business and at Arm's Length basis. Company has
not entered into any Material RPTs, which exceeds the materiality threshold as per the
Act. Accordingly, the disclosure of RPTs as required under Section 134(3)(h) of the Act,
in Form AOC-2 is not applicable.
The Company has developed RPTs framework through Standard Operating
Procedures for the purpose of identification and monitoring of such transactions.
All RPTs are placed before the Audit Committee and also before the
Board for approval. The Policy on RPTs as approved by the Board of Directors has been
uploaded on the website of the Company. The web link of the same has been provided in the
Corporate Governance Report. None of the Directors vis-a-vis the Company had any pecuniary
relationship or transactions.
Conservation of Energy and Technology Absorption
(a) Energy Conservation measures taken by the Company
The provisions of Section 134(3)(m) of the Act, relating to
conservation of energy do not apply to the Company. However, significant measures are
taken to reduce energy consumption by using energy-efficient computers and by purchasing
energy efficient equipment. We purchase computers, laptops, air conditioners etc. that
meet environmental standards, higher star rating wherever possible.
(b) Technology Absorption
The provisions of Section 134(3)(m) of the Act, relating to technology
absorption do not apply to the Company. The Company's research and development initiative
mainly consists of ideation of new subjects for our content production business, The
expenses incurred on such initiatives are not practically quantifiable. The Company is an
integrated player in the entertainment industry and our business is such that there is
limited scope for new technology absorption, adaptation and innovation.
However, the Company is proposing to install Solar panels. Solar power
is pollution-free and causes no greenhouse gases to be emitted after installation. Reduced
dependence on foreign oil and fossil fuels also resulting in reduced utility bills.
Foreign Exchange earnings and outgo
Particulars regarding Foreign Exchange required under the provisions of
Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are
given in the notes forming part of accounts which forms part of the Annual Report. Risk
Management
The Company has in place Risk Management Policy, pursuant to the
provisions of Section 134 of the Act. The risk management framework enables identification
and evaluation of business risks and opportunities, seeks to create transparency, minimize
adverse impact on business objectives and enhance the Company's competitive advantage.
Major risks identified by the business and functions are systematically addressed through
mitigation actions on a periodic basis.
Corporate Social Responsibility ("CSR")
In compliance with Section 135 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014 as amended, the Company has set up
CSR Committee and statutory disclosures with respect to the CSR Committee and an Annual
Report on CSR Activities forms part of this Report as Annexure-E. The CSR
Policy recommended by the CSR Committee and as approved by the Board is available on the
website of the Company at www.muktaarts.com.
Details of meetings and attendance of the Members at such Meetings are
mentioned in the Report on Corporate Governance, which forms part of the Annual Report.
Board Evaluation
Pursuant to the provisions of Section 134(3)(p) of the Act, a
structured questionnaire was prepared after taking into consideration of various aspects
of the Board's functioning, composition of the Board and its Committees, culture,
execution and performance of specific duties, obligations and governance.
The evaluation of all the Directors and the Board as a whole was
conducted based on the criteria and framework adopted by the Board. The performance
evaluation of the Chairman and the Non-Independent Director was carried out by the
Independent Directors. The Board of Directors expresses their satisfaction with the
evaluation process.
The Board noted the key improvement areas emerging from this exercise
and action plans to address the same.
Directors and Key Managerial Personnel who were appointed or have
resigned during the year
Appointment
Mr. Kapil Bagla (DIN:00387814) was appointed as Independent,
Non-Executive Director of the Company at the Board Meeting of the Company held on 9th
August, 2022, as recommended by Nomination and Remuneration Committee, which was
subsequently approved by the Members at the AGM held on 27th September, 2022
for a term of 5 years, not liable to retire by rotation.
In terms of Section 152 of the Act, Mr. Rahul Puri (DIN:01925045),
Managing Director of the Company, being liable to retire by rotation, was re-appointed by
the Members at the AGM held on 27th September, 2022.
Ms. Hemal N. Pankhania (ACS:31426) was appointed w.e.f. 22nd
August, 2022 as the Company Secretary and Compliance Officer at the Board Meeting of the
Company held on 9th August, 2022 on recommendation of Nomination and
Remuneration Committee.
Cessation
Mr. Manmohan Shetty (DIN:00013961), has resigned as an Independent,
Non-Executive Director w.e.f. 5th July, 2022 due to pre occupancy and other
commitments. Mr. Manmohan Shetty has confirmed that there was no other material reason
other than those provided by him.
The Board has placed on record its appreciation of the leadership
provided by Mr. Manmohan Shetty during his tenure.
Ms. Monika Shah (FCS:7964) has resigned as Company Secretary and
Compliance Officer of the Company w.e.f. 25th May, 2022.
The Board has placed on record its appreciation for the services
provided by Ms. Monika Shah during her tenure.
Key Managerial Personnel
The Company has following Key Managerial Personnel:
Sr. No. Name |
Designation |
1. Mr. Subhash Ghai |
Chairman, Executive Director |
2. Mr. Rahul Puri |
Managing Director |
3. Mr. Prabuddha Dasgupta |
Chief Financial Officer |
4. Ms. Hemal N. Pankhania |
Company Secretary and
Compliance Officer (w.e.f. 22nd August, 2022) |
Deposits
No public deposits have been accepted or renewed by the Company during
the year under review pursuant to the provisions of Section 73 and 74 of the Act read with
the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing
of details relating to deposits covered under Chapter V of the Act or the details of
deposits which are not in compliance with the Chapter V of the Act is not applicable to
the Company.
Significant and material orders passed by the regulators or courts
There are no significant and material order passed by the Regulators or
Courts or Tribunals that would impact the going concern status of the Company and its
future operations.
Internal Financial control systems and their adequacy
Your Company has a proper and adequate system of internal controls.
These controls ensure transactions are authorised, recorded and reported correctly and
assets are safeguarded and protected against loss from unauthorised use or disposition. In
addition, there are operational controls and fraud risk controls, covering the entire
spectrum of internal financial controls within the meaning of the Act.
The internal audit is entrusted to M/s. Garg Devendra & Associates,
a reputed firm of Chartered Accountants. The main thrust of internal audit is to test and
review controls, appraisal of risks and business processes, besides benchmarking controls
with best practices in the industry.
Based on the report of Internal Auditors, departmental heads undertake
corrective action in their respective areas and thereby strengthen the controls.
Significant audit observations and the necessary corrective actions are presented to the
Audit Committee. The Audit Committee actively reviews the adequacy and effectiveness of
the internal financial control systems and suggests improvements to strengthen the same.
The Audit Committee and the Board are of the opinion that the Company
has sound Internal Financial Control commensurate with the nature and size of its business
operations and operating effectively and no material weaknesses exist during the financial
year 2022-23.
Human Resources
Human Resource is considered as one of the most critical resources in
the business which can be continuously smoothened to maximise the effectiveness of the
Organisation. Human Resources build the Enterprise and the sense of belonging would
inculcate the spirit of dedication and loyalty amongst them towards strengthening the
Company's Polices and Systems. All personnel continue to have healthy, cordial and
harmonious 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 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 is
communicated to all employees of the group companies as well at regular intervals through
assimilation and awareness programs.
ii) Aligning with the guidelines prescribed under Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, Company has
constituted Complaints Committee and the composition of the said Committee is as under:
Ms. Saumya Dixit, Chairperson |
Group Head - Human Resource |
Mr. Prabuddha Das Gupta |
Chief Financial Officer |
Mr. Ravi Gupta |
Advisor |
Mr. Prem Taparia |
Sr. Manager - Finance &
Accounts |
Ms. Pratima Jamwal |
External Member |
During the year under review, no complaints were reported to the Board.
Your company has complied with the provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
iii) Information under Section 197 of the Act, read with rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
a. The ratio of remuneration of the Directors to the median
remuneration of the employees of the Company for the financial year:
The median remuneration of employees of the Company during the
financial year 2022-23 was '1,95,968.
The ratio of remuneration of each Director to the median remuneration
of the employees of the Company for the financial year 2022-23 is mentioned below:
Name of the Director |
Designation |
Ratio |
Mr. Subhash Ghai |
Chairman, Executive Director |
27.12 |
Mr. Rahul Puri |
Managing Director |
16.74 |
b.
The percentage increase in remuneration of each Director, Chief
Financial Officer and Company Secretary in the financial year:
Name |
Designation |
% increase* |
Mr. Subhash Ghai |
Chairman, Executive Director |
33.04 |
Mr. Rahul Puri |
Managing Director |
33.17 |
Mr. Prabuddha Dasgupta |
Chief Financial Officer |
26.04 |
Ms. Hemal N. Pankhania |
Company Secretary and
Compliance Officer (w.e.f. 22nd August, 2022) |
N.A. |
Ms. Monika Shah |
Company Secretary and
Compliance Officer (upto 25th May, 2022) |
N.A. |
*Note: Due to the Covid-19 impact, the employees of the Company
were paid 50-75% of their actual CTC for the financial year 2021-22. During the financial
year 2022-23, salary of the employees has been restored to the actuals, accordingly %
increase in the remuneration mentioned above is appearing on higher side as compared to
previous year.
c. The percentage increase in the median remuneration of employees in
the financial year
There was an increase of 11.34% in the median remuneration of employees
in the financial year 2022-23.
d. The number of permanent employees on the rolls of the Company as on
31st March, 2023: 59
e. Average percentage increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentage increase in the managerial remuneration and justification
thereof and point out, if there are any exceptional circumstances for increase in the
managerial remuneration:
Average percentage increase made in the salaries of employees other
than the managerial personnel in the financial year 2022-23 was 23.17% whereas the
increase in managerial remuneration for the financial year 2022-23 was 31.09%.
Note: There has been no increment in managerial remuneration of
Company Secretary, due to her resignation during the year 2022-23. Accordingly, while
calculating average percentage increase made in the managerial personnel, the remuneration
paid to Company Secretaries is not considered.
f. Affirmation that the remuneration is as per the remuneration policy
of the Company:
The Company hereby affirms that the remuneration paid is as per the
remuneration policy of the Company. Particulars of Employees
Information as per Rule 5(2) of Chapter XIII, Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014:
Top Ten Employees in terms of remuneration drawn during the year:
Sr. No. Name of
the Employee |
Designation |
Nature of Employment
(Permanent/ contractual) |
Qualification |
Experience |
Date of
Commencement of Employment |
Age |
Last Employment Held |
Remuneration (Rs.) |
1. Mr. Subhash Ghai |
Chairman, Executive Director |
Permanent |
B.com and Diploma in Cinema
from Film & Television Institute of India |
56 |
09.07.1982 |
80 |
Mukta Arts Since inception |
53,15,000 |
2. Mr. Siraj Farooqui |
Chief Operating Officer -
Production & Studio |
Permanent |
Inter Arts |
47 |
01.11.2015 |
69 |
Mukta Arts Since inception |
36,39,676 |
3. Mr. Rahul Puri |
Managing Director |
Permanent |
Graduate from Kings College,
London and Bsc - Business Management |
24 |
01.04.2004 |
45 |
Nimbus Communications Limited |
32,80,880 |
4. Mr. Prabuddha Dasgupta |
Chief Financial Officer |
Permanent |
Chartered Accountant |
31 |
07.07.2014 |
57 |
Neo Sports Broadcast Private
Limited |
32,19,332 |
5. Mr. Prem Taparia |
General Manager- Finance
& Accounts |
Permanent |
Chartered Accountant |
19 |
25.07.2007 |
43 |
Simplex Mills Company Limited |
26,86,688 |
6. Mr. Sanjay Ghai |
Chief Operating Officer |
Permanent |
Graduate |
40 |
09.01.2008 |
57 |
Mukta Shakti Combine |
21,31,500 |
7. Mr. Sameer Farooqui |
Sr. Manager |
Permanent |
Bachelor of Commerce |
31 |
17.09.1997 |
52 |
Cinerad Communication |
10,82,992 |
8. Mr. Seemant Raj |
Web Programmer |
Permanent |
Diploma in Advance Computing |
16 |
15.09.2007 |
46 |
Mukta Arts Limited |
10,45,032 |
9. Ms. Hemal N. Pankhania |
Company Secretary and Compliance
Officer |
Permanent |
Company Secretary and Bachelor
in Laws |
12 |
22.08.2022 |
36 |
Gigaplex Estate Private
Limited (Raheja Group Company) |
8,54,329 |
10. Mr. Kartik Ghai |
Accounts Executive |
Permanent |
Bachelor of Computer
Application |
10 |
11.02.2013 |
31 |
Mukta Arts Limited |
7,29,913 |
Proceedings under Insolvency and Bankruptcy Code, 2016
There are no proceedings, either filed by the Company or filed against
the Company, pending under the Insolvency and Bankruptcy Code, 2016, before National
Company Law Tribunal or other courts during the financial year 2022-23.
Disclosure regarding exercise of voting rights by employees under
Section 67(3)(c) of the Act
Disclosure under Section 67(3)(c) of the Act read with rule 16(4) of
Companies (Share Capital and Debentures) Rules, 2014, with respect to voting rights not
exercised directly by the employees of the Company is not applicable as there are no
instance of voting rights not exercised directly by the employees of the Company.
Business Responsibility and Sustainability Report
Pursuant to Regulation 34 of SEBI Listing Regulations, top 1000 listed
entities based on market capitalization are required to furnish Business Responsibility
and Sustainability Report ("BRSR"). However, as the Company does not fall
under the list of top 1000 Companies based on market capitalization, the requirement of
furnishing BRSR is not applicable to the Company for the financial year 2022-23.
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34 of SEBI Listing Regulations, is presented in a separate
section forming part of the Annual Report.
Health, Safety and Environment
As a responsible corporate citizen, your Company lays considerable
emphasis on health, safety aspects of its human capital, operations and overall working
conditions. Thus, being constantly aware of its obligation towards maintaining and
improving the environment, all possible steps are being taken to meet the toughest
environmental standards on pollution, effluents, etc. across various spheres of its
business activities.
Director's Responsibility Statement
Your Directors would like to assure that the Financial Statements for
the year under review, confirms in their entirety to the requirements of the Act and
guidelines issued by SEBI.
Pursuant to the provisions of Section 134(3)(c) of the Act, to the best
of their knowledge and based on the information and explanations received from the
Company, Directors make the following statements:
i) In the preparation of Annual Financial Statements for the year ended
31st March, 2023, the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any;
ii) The Directors had selected such accounting Policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the affairs of the Company at the end of the financial
year and of the profit and loss of the Company for the year under review;
iii) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
iv) That the Directors had prepared the Annual Accounts on a going
concern basis;
v) That the Directors had laid down internal financial controls to be
following by the Company and that such internal financial controls are adequate and were
operating effectively;
vi) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
Acknowledgements
Your Directors express their deep sense of gratitude to the Artists,
Technicians, Film Distributors, Exhibitors, Bankers, Stakeholders and Business Associates
for their co-operation and support and look forward to their continued support in future.
Your Directors also place on record, their appreciation for the
contribution, commitment and dedication to your Company's performance by the employees of
the Company at all levels.
For and on behalf of the Board of Directors Mukta Arts Limited
Date: 10th August, 2023 Place: Mumbai
Sd/-
Subhash Ghai Chairman DIN:00019803
Form AOC - 1
(Pursuant to first proviso to sub-section (3) of Section 129 read with
rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of
the financial statement of subsidiary companies.
Part "A": Subsidiaries
(Amount in ')
Name of the subsidiary |
Connect.1
Limited |
Mukta
Telemedia
Limited |
Mukta
Creative
Ventures
Limited |
Mukta A2 Multiplex W.L.L. |
Mukta A2 Cinemas Limited |
Whistling
Woods
International
Limited |
Mukta V N Films Limited * |
The date since when subsidiary
was acquired |
03/02/2000 |
20/09/2002 |
19/09/2008 |
10/05/2016 |
16/11/2016 |
10/01/2001 |
19/03/2014 |
Reporting period for the
subsidiary concerned, if different from the holding company's reporting period |
April-March |
April-March |
April-March |
April-March |
April-March |
April-March |
April-March |
Reporting currency and Exchange
rate as on the last date of the relevant financial year in the case of foreign
subsidiaries |
N.A. |
N.A. |
N.A. |
BHD |
N.A. |
N.A. |
N.A. |
Paid up Share Capital |
6,00,000 |
5,00,000 |
75,00,000 |
9,82,13,670 |
1,50,00,000 |
20,00,00,000 |
6,36,00,000 |
Reserves and Surplus |
11,09,051 |
21,44,629 |
(59,10,521) |
(34,43,92,345) |
(72,86,32,168) |
(90,99,94,700) |
(1,02,74,546) |
Total Assets |
18,75,017 |
52,33,860 |
16,13,082 |
7,25,77,720 |
95,04,06,187 |
52,80,90,282 |
13,57,65,011 |
Total Liabilities |
1,65,964 |
25,89,232 |
23,600 |
31,87,56,395 |
1,66,40,38,355 |
1,23,80,84,983 |
8,24,39,557 |
Investments |
0 |
0 |
0 |
0 |
45,000 |
0 |
0 |
Turnover |
3,82,280 |
781 |
91,206 |
12,71,64,358 |
83,57,95,393 |
55,11,29,710 |
2,23,94,614 |
Profit before taxation |
63,881 |
(52,159) |
28,622 |
(8,25,11,587) |
(15,56,83,910) |
(4,14,30,667) |
14,71,277 |
Provision for taxation |
0 |
0 |
(24,205) |
0 |
(69,84,632) |
0 |
(44,42,297) |
Profit after taxation |
63,881 |
(52,159) |
52,827 |
(8,25,11,587) |
(14,86,99,278) |
(4,14,30,667) |
59,13,574 |
Proposed Dividend |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
Extent of shareholding (in
percentage) |
100% |
99.92% |
100% |
60% |
70% |
84.99% |
51.89% |
*Mukta V N Films Limited is a subsidiary of the Company as per
Companies Act, 2013, whereas it is considered as a Joint Venture Company in terms of Ind
AS in the consolidated financials of the Company.
Notes:
1) Names of the subsidiaries which are yet to commence operations: Nil
2) Names of the subsidiaries which have been liquidated or sold during
the year: Nil
Part "B": Associates and Joint Ventures
Statement pursuant to Section 129(3) of the Companies Act, 2013 related
to Associate Companies and Joint Ventures
Name of the Associate
Companies/Joint Ventures |
|
Latest audited Balance Sheet
Date |
|
Date on which the Associate
Companies/Joint Venture was associated |
|
No. Shares of Associate
Companies/Joint Venture held by the Company on the year end |
|
Amount of Investment in
Associate Companies/Joint Venture |
|
Extent of Holding (in
percentage) |
Nil |
Description of how there is
significant influence |
Reason why the Associate
Companies/Joint Venture is not consolidated |
|
Net worth attributable to
shareholding as per latest audited Balance Sheet |
|
Profit or Loss for the year |
|
Considered in Consolidation |
|
Not Considered in Consolidation |
|
Notes:
1) Names of Associate Companies/Joint Ventures which are yet to
commence operations: Nil
2) Names of Associate Companies/Joint Ventures which have been
liquidated or sold during the year: Nil
Form No. MR-3
SECRETARIAL AUDIT REPORT
For the Company's Financial Year from 1st April, 2022 to 31st
March, 2023
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014]
To,
The Members Mukta Arts Limited
Mukta House, Behind Whistling Woods Institute,
Filmcity Complex, Goregaon (E), Mumbai - 400005.
We have conducted the Secretarial Audit of the compliance of applicable
statutory provisions and adherence to good corporate practices by Mukta Arts Limited
(hereinafter called the "Company"). Secretarial Audit was conducted in a
manner that provided us a reasonable basis for evaluating the corporate conduct /
statutory compliances and expressing our opinion thereon.
Based on our verification of the Company's books, papers, minute books,
forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, we hereby report that in our opinion, the Company
has, during the audit period covering the financial year ended 31st March,
2023, complied with the statutory provisions listed hereunder and also that the
Company has proper Board-processes and compliance-mechanism in place to the extent, in the
manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on 31st
March, 2023 according to the provisions of:
1. The Companies Act, 2013 ("the Act") and the rules
made thereunder
2. Foreign Exchange Management Act, 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings, which were not applicable to the Company during the
financial year under report
3. The Securities Contracts (Regulation) Act, 1956 and the rules made
thereunder
4. The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 ("SEBI Act"):-
a. SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,
2011
b. SEBI (Prohibition of Insider Trading) Regulations, 2015
c. SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015
d. SEBI (Delisting of Equity Shares) Regulations, 2009
5. The Depositories Act, 1996 and the Regulations and Bye-laws framed
thereunder
6. Employees Provident Fund and Miscellaneous Provisions Act, 1952
7. Employees State Insurance Act, 1948
8. Employers Liability Act, 1938
9. Equal Remuneration Act, 1976
10. Indian Contract Act, 1872
11. Income Tax Act, 1961 (our checking to the extent of Tax Deducted at
Source under various Sections, payments made and TDS Returns filed)
12. Indirect Tax Laws relating to collections, deductions, wherever
applicable, payments made and returns filed
13. Indian Stamp Act, 1899
14. Maharashtra Stamp Act, 1958
15. Industrial Dispute Act, 1947
16. Maternity Benefits Act, 1961
17. Minimum Wages Act, 1948
18. Negotiable Instruments Act, 1881
19. Payment of Bonus Act, 1965
20. Payment of Gratuity Act, 1972
21. Payment of Wages Act, 1936
22. Contract Labour (Regulations & Abolition) Act, 1970
23. The Sexual Harassment of Women at workplace (Prevention,
Prohibition and Redressal) Act, 2013
24. The Copyright Act,1957
25. Trade Marks Act,1999
26. The Patents Act,1970
27. Shop and Establishment Act, 1948
28. Cinematograph Act, 1952
29. Environment Protection Act, 1986 and other environmental laws
30. The Companies (Indian Accounting Standards) Rules, 2015
We have also examined compliance with the applicable clauses of the
following:
(i) Secretarial Standards issued by The Institute of Company
Secretaries of India.
(ii) SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
(iii) SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011.
(iv) SEBI (Prohibition of Insider Trading) Regulations, 2015.
During the period under review, the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Secretarial Standards, etc.
mentioned above to the extent applicable except our comments and observations as stated in
Annexure to this report and forms part of this report.
We further report that the Board of Directors of the Company is duly
constituted with proper balance of Executive Directors, Non-Executive Directors and
Independent Directors. The changes in the composition of the Board of Directors which took
place during the financial year under review were carried out in compliance with the
provisions of the Act.
Adequate notice is given to all Directors to schedule the Board
Meetings, agenda and notes on agenda at least seven days in advance and a system exists
for seeking and obtaining further information and clarifications on the agenda items
before the meeting and for meaningful participation at the meeting.
All the Board/Committee decisions are taken unanimously.
We further report that there are adequate systems and processes in the
Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
We further report that during the audit period, there were no instances
of:
(i) Public / Rights / Preferential issue of shares / debentures / sweat
equity
(ii) Redemption / buy-back of securities
(iii) Major decisions taken by the Members in pursuance to Section 180
of the Act
(iv) Merger / amalgamation / reconstruction etc.
(v) Foreign technical collaborations
For K.C. Nevatia & Associates Company Secretaries
Sd/- K.C.Nevatia Proprietor FCS No.: 3963
Date: 4th August, 2023 C.P. No. 2348
Place: Mumbai UDIN: F003963E000740732
This Report is to be read with our letter of even date which is annexed
and forms an integral part of this report.
Annexure to our Secretarial Audit Report dated 4th August,
2023
1. Delisting from Calcutta Stock Exchange Limited
The Company had voluntarily applied for delisting from the Calcutta
Stock Exchange Limited (CSE) w.e.f. 31st March, 2014. However on not receiving
any official confirmation of being delisted, the Company paid the listing fees for the
financial year 2014-15 and requested for delisting w.e.f. 31st March, 2015. On
account of non-receipt of any response from CSE, the Company has not paid listing fee to
the said stock exchange and stopped filing any statement, returns and forms with it from
the financial year 2015-16. However, the Company has not yet received any confirmation
from CSE for delisting. Further, the trading in scrip of the Company remains suspended by
CSE. The Company had filed with SEBI a written complaint in this regard and the matter of
delisting still remains pending.
2. Litigation at Bombay High Court
The High Court of Judicature at Bombay had quashed the Joint Venture
Agreement between Mukta Arts Limited ("MAL") and Maharashtra Film Stage
and Cultural Development Corporation Limited ("MFSCDCL") vide its order
of 9th February, 2012. In terms of the said order dated 9th
February, 2012 passed by the High Court of Judicature at Bombay, MFSCDCL raised net demand
of ' 832,062,611/- and asked Whistling Woods International Limited ("WWIL"),
a subsidiary company of MAL to vacate the premises. The MAL and WWIL filed Review
Petitions before the High Court and the said Review Petitions were heard by High Court and
a stay was granted on 30th July, 2014. However, the High Court has ordered
MAL/WWIL to pay against arrears of rent for the years 2000-01 to 2013-14 aggregating to Rs
100,038,000/- by January 2015 and pay rent of ' 4,500,000/- per annum from the financial
year 2014-15. As per the terms of the said order, MAL has paid an aggregate amount of '
113,538,000/- to MFSCDCL by 31st March, 2017 pending final hearing. The rent
amount for the financial year 2017-18 to 2022-23 has been paid by WWIL to MFSCDCL. The
State Government of Maharashtra and MFSCDCL challenged the order of the Bombay High Court
in the Supreme Court which was dismissed by the Supreme Court on 22nd
September, 2014 with recourse to the State Government of Maharashtra to make an
application to Bombay High Court. Having regard to the circumstances explained above and
pending final outcome of the matter under litigation, MAL has not made any adjustment to
the carrying value of investments in and amounts due from WWIL.
For K.C. Nevatia & Associates Company Secretaries
Sd/- K.C.Nevatia Proprietor FCS No.: 3963
Date: 4th August, 2023 C.P. No. 2348
Place: Mumbai UDIN: F003963E000740732
To,
The Members
Mukta Arts Limited
Mukta House, Behind Whistling Woods Institute,
Filmcity Complex, Goregaon (E), Mumbai - 400005.
Our report of even date is to be read along with this letter.
1. Maintenance of Secretarial record is the responsibility of the
management of the Company. Our responsibility is to express as opinion on these
secretarial records based on our audit.
2. We have followed the audit practices and process as were appropriate
to obtain reasonable assurance about the correctness of the contents of the Secretarial
records. The verification was done on test basis to ensure that correct facts are
reflected in secretarial records. We believe that the processes and practices, we followed
provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of
financial records and Books of Accounts of the Company.
4. Wherever required, we have obtained the Management representation
about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable
Laws, Rules, Regulations and Standards is the responsibility of management. Our
examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit Report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
For K.C. Nevatia & Associates Company Secretaries
Sd/- K.C.Nevatia Proprietor FCS No.: 3963
Date: 4th August, 2023 C.P. No. 2348
Place: Mumbai UDIN: F003963E000740732
Form No. MR-3
SECRETARIAL AUDIT REPORT
For the Company's Financial Year from 1st April, 2022 to 31st
March, 2023
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014]
To,
The Members
Whistling Woods International Limited
Whistling Woods Institute, Dada Saheb
Phalke Chitra Nagari, Goregaon (E), Mumbai - 400065.
We have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by Whistling Woods
International Limited (hereinafter called the "Company"). The Secretarial
Audit was conducted in a manner that provided us a reasonable basis for evaluating the
corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company's books, papers, minute books,
forms and returns filed and other records maintained by the Company, the information
provided by the Company, its officers, agents and authorised representatives during the
conduct of secretarial audit, the explanations and clarifications given to us and the
representations made by the Management, we hereby report that in our opinion, the Company
has, during the audit period and the financial year ended on 31st March, 2023,
complied with the statutory provisions listed hereunder and also that the Company has
proper Board- processes and compliance-mechanism in place to the extent, in the manner and
subject to the reporting made hereinafter.
We have examined the books, papers, minute books, forms and returns
filed and other records made available to us and maintained by the Company for the period
ended on 31st March, 2023 according to the provisions of:
i. The Companies Act, 2013 ("the Act") and the Rules
made thereunder
ii. The Securities Contracts (Regulation) Act, 1956 and the rules made
thereunder; (Not applicable to the Company during the audit period)
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed
thereunder
iv. Foreign Exchange Management Act, 1999 and the Rules and Regulations
made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings, if any. (Not applicable upon the Company during the period
covered under audit)
v. Employees Provident Fund and Miscellaneous Provisions Act, 1952
vi. Employees State Insurance Act, 1948
vii. Employers Liability Act, 1938
viii. Equal Remuneration Act, 1976
ix. Indian Contract Act, 1872
x. Income Tax Act, 1961 (Our checking to the extent of Tax Deducted at
Source under various Sections, payments made and TDS Returns filed)
xi. Indirect Tax Laws relating to collections, deductions, wherever
applicable, payments made and returns filed (Our checking to the extent of GST payments
made and Returns filed)
xii. Indian Stamp Act, 1899
xiii. Maharashtra Stamp Act, 1958
xiv. Industrial Dispute Act, 1947
xv. Maternity Benefits Act, 1961
xvi. Minimum Wages Act, 1948
xvii. Negotiable Instruments Act, 1881
xviii. Payment of Bonus Act, 1965
xix. Payment of Gratuity Act, 1972
xx. Payment of Wages Act, 1936
xxi. Contract Labour (Regulations & Abolition) Act, 1970
xxii. The Sexual Harassment of Women at Work Place (Prevention,
Prohibition and Redressal) Act, 2013
xxiii. The Copyright Act,1957
xxiv. Trade Marks Act,1999
xxv. The Patents Act,1970
xxvi. Shop and Establishment Act, 1948
xxvii. Cinematograph Act, 1952
xxviii. Environment Protection Act, 1986 and other environmental laws
xxix. The Companies (Indian Accounting Standards) Rules, 2015
We have also examined compliance with the Secretarial Standards issued
by The Institute of Company Secretaries of India.
During the period under review, the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above
subject to the observations stated in the Annexure which is integral to this report.
We further report that:
There are no changes in composition of Board of Directors during the
year under review. Further, the Board of the Company is duly constituted with proper
balance of Executive Directors, Non-Executive Director and Independent Directors.
Adequate Notice was given to all Directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and
a system exists for seeking and obtaining further information and clarification on the
agenda items before the meeting and for meaningful participation at the meeting.
As per the minutes, the decisions at the Board Meetings were taken
unanimously.
We further report that there are adequate systems and processes in
the Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines, apart from procedural
risk-based observations reported by the Internal Auditors of the Company from
time-to-time, within no or insignificant compliance risk.
We further report that during the Audit period there were no
specific events /actions having a major bearing on the Company's affairs, except the
observations/comments provided in the annexure to this report.
For AAS & Associates Company Secretaries
Sd/-
CS Prerna Gupta Partner
Membership No.: FCS-8612 & COP No.: 17264 UDIN: F008612E000701911
Peer Review Certificate No: 1951/2022
WHISTLING WOODS INTERNATIONAL LIMITED
Annexure to the Secretarial Audit Report for the financial year ended
on 31st March, 2023 Audit Report dated 29th July, 2023
Our report of even date is to be read along with this letter.
1. Dematerialization of securities of the Company:
The Companies (Prospectus and Allotment of Securities) Third Amendment
Rules, 2018 came into effect in October 2018. As per the provisions of Rule 9A - Issue of
securities in dematerialised form by unlisted public companies, every unlisted Public
Company shall facilitate dematerialization of all its existing securities in accordance
with provisions of the Depositories Act, 1996 and regulations made there under. Further,
all fresh issue, transfer and all other transactions involving securities of the Company
shall be done only in dematerialised form. All dematerialisation requests received by the
Company has been processed on time. The preference shares have been dematerialised.
Majority of equity shares have been dematerialised. However, few equity shareholders have
not applied for dematerialisation, so they are holding physical share certificates.
2. The internal audit reports shared with us majorly contain
observations pertaining to the medium or low risk category. The management has given
satisfactory justification towards the same.
3. Maintenance of Secretarial Records is the responsibility of
Management of the Company. Our responsibility is to express an opinion on these records
based on our Audit.
4. We have followed the Audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial Records. The verification was done on a test basis to ensure that correct
facts are reflected in secretarial records. We believe that the processes and practices we
followed, provide a reasonable basis for our opinion.
5. We have not verified the correctness and appropriateness of
financial records and books of accounts of the Company. Further, any modification done by
the Company in the format specified by the concerned authorities was the duty of the
concerned authority. Therefore, we have not taken responsibility of any such
modification(s).
6. Wherever required, we have obtained the management representation
about the compliances of Laws, Rules & Regulations and happening of events etc.
7. The compliance of the provisions of corporate and other applicable
Laws, Rules, Regulations and Standards are the responsibility of the Management. Our
examination was limited to the verification of procedures on a test basis.
8. The Secretarial Audit Report is neither an assurance as to the
future viability of the Company nor of the efficiency or effectiveness with which the
Management has conducted the affairs of the Company.
For AAS & Associates Company Secretaries
Sd/-
CS Prerna Gupta Partner
Membership No.: FCS-8612 & COP No.: 17264 Date: 29th
July, 2023 UDIN: F008612E000701911
Place: Mumbai Peer Review Certificate No: 1951/2022
Form No. MR-3
SECRETARIAL AUDIT REPORT
For the Company's Financial Year from 1st April, 2022 to 31st
March, 2023
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014]
To,
The Members
Mukta A2 Cinemas Limited
Mukta House, Behind Whistling Woods Institute,
Filmcity Complex, Goregaon (E), Mumbai - 400065.
We have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by Mukta A2 Cinemas
Limited (hereinafter called the "Company"). Secretarial Audit was
conducted in a manner that provided us a reasonable basis for evaluating the corporate
conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company's books, papers, minute books,
forms and returns filed and other records maintained by the Company, the information
provided by the Company, its officers, agents and authorised representatives during the
conduct of secretarial audit, the explanations and clarifications given to us and the
representations made by the Management, we hereby report that in our opinion, the Company
has, during the audit period and the financial year ended on 31st March, 2023,
complied with the statutory provisions listed hereunder and also that the Company has
proper Board- processes and compliance-mechanism in place to the extent, in the manner and
subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns
filed and other records made available to us and maintained by the Company for the period
ended on 3151 March, 2023 according to the provisions of:
i. The Companies Act, 2013 ("the Act") and the Rules
made thereunder
ii. The Securities Contracts (Regulation) Act, 1956 and the rules made
thereunder
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed
thereunder
iv. Foreign Exchange Management Act, 1999 and the Rules and Regulations
made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings, if any. (not applicable upon the Company during the period
covered under audit)
v. Employees Provident Fund and Miscellaneous Provisions Act, 1952
vi. Employees State Insurance Act, 1948
vii. Employers Liability Act, 1938
viii. Equal Remuneration Act, 1976
ix. Indian Contract Act, 1872
x. Income Tax Act, 1961 (our checking to the extent of Tax Deducted at
Source under various Sections, payments made and TDS Returns filed)
xi. Indirect Tax Laws relating to collections, deductions, wherever
applicable, payments made and returns filed (our checking to the extent of GST payments
made and Returns filed)
xii. Indian Stamp Act, 1899
xiii. Maharashtra Stamp Act, 1958
xiv. Industrial Dispute Act, 1947
xv. Maternity Benefits Act, 1961
xvi. Minimum Wages Act, 1948
xvii. Negotiable Instruments Act, 1881
xviii. Payment of Bonus Act, 1965
xix. Payment of Gratuity Act, 1972
xx. Payment of Wages Act, 1936
xxi. Contract Labour (Regulations & Abolition) Act, 1970
xxii. The Sexual Harassment of Women at workplace (Prevention,
Prohibition and Redressal) Act, 2013
xxiii. The Copyright Act,1957
xxiv. Trade Marks Act,1999
xxv. The Patents Act,1970
xxvi. Shop and Establishment Act, 1948
xxvii. Cinematograph Act, 1952
xxviii. Environment Protection Act, 1986 and other environmental laws
xxix. The Companies (Indian Accounting Standards) Rules, 2015
We have also examined compliance with the Secretarial Standards issued
by The Institute of Company Secretaries of India.
During the period under review the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above
subject to the observations stated in the Annexure which is integral to this report.
We further report that:
There are no changes in composition of the Board of Directors of the
Company, during the year under review. Further, the Board of the Company is duly
constituted with proper balance of Executive Director, Non-Executive Directors and
Independent Director.
Adequate Notice was given to all Directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance. A
system exists for seeking and obtaining further information and clarification on the
agenda items before the meeting and for meaningful participation at the meeting.
As per the minutes, the decisions at the Board Meetings were taken
unanimously.
We further report that there are adequate systems and processes in
the Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines, apart from procedural
risk-based observations reported by the Internal Auditors of the Company from
time-to-time, within no or insignificant compliance risk.
We further report that during the Audit period there were no
specific events /actions having a major bearing on the Company's affairs, except the
observations/comments provided in the annexure to this report.
For AAS & Associates Company Secretaries
Sd/-
CS Prerna Gupta Partner
Membership No.: FCS-8612 COP No.: 17264
Date: 28th July, 2023 UDIN: F008612E000698356
Place: Mumbai Peer Review Certificate No: 1951/2022
MUKTA A2 CINEMAS LIMITED
Annexure to the Secretarial Audit Report for the financial year ended
on 31st March, 2023 Audit Report dated 28th July, 2023
Our report of even date is to be read along with this letter.
1. Dematerialization of securities of the Company:
The Companies (Prospectus and Allotment of Securities) Third Amendment
Rules, 2018 came into effect in October 2018. As per the provisions of Rule 9A - Issue of
securities in dematerialized form by unlisted public companies, every unlisted public
company shall facilitate dematerialization of all its existing securities in accordance
with provisions of the Depositories Act, 1996 and regulations made there under. Further,
all fresh issue, transfer and all other transactions involving securities of the Company
shall be done only in dematerialized form. Dematerialisation process for equity
shareholders has been partially completed during the period under audit as few equity
shareholders have not applied for dematerialisation, so they are holding physical share
certificates.
2. The internal audit reports shared with us majorly contains
observations pertaining to the medium or low risk category. The management has given
satisfactory justification towards the same.
3. Maintenance of Secretarial Records is the responsibility of
Management of the Company. Our responsibility is to express an opinion on these records
based on our Audit.
4. We have followed the Audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial Records. The verification was done on a test basis to ensure that correct
facts are reflected in secretarial records. We believe that the processes and practices,
we followed provide a reasonable basis for our opinion.
5. We have not verified the correctness and appropriateness of
financial records and books of accounts of the Company. Further, any modification done by
the Company in the format specified by the concerned authorities was the duty of the
concerned authority. Therefore, we have not taken responsibility of any such
modification(s).
6. Wherever required, we have obtained the management representation
about the compliances of Laws, Rules and Regulations and happening of events, etc.
7. Compliance of the provisions of corporate and other applicable Laws,
Rules, Regulations and Standards are the responsibility of the Management. Our examination
was limited to the verification of procedures on test basis.
8. The Secretarial Audit Report is neither an assurance as to the
future viability of the Company nor of the efficiency or effectiveness with which the
Management has conducted the affairs of the Company.
For AAS & Associates Company Secretaries
Sd/-
CS Prerna Gupta Partner
Membership No.: FCS-8612 COP No.: 17264
Date: 28th July, 2023 UDIN: F008612E000698356
Place: Mumbai Peer Review Certificate No: 1951/2022
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES FOR
THE FINANCIAL YEAR 2022-23
[Pursuant to Section 135 of the Act read with Companies (Corporate
Social Responsibility Policy) Rules, 2014]
1) Brief outline on CSR Policy of the Company
To contribute to the social and economic development of the communities
in which the Company operate. In doing so, the Company will build a better, sustainable
way of life for the weaker sections of society and raise the country's human development
index.
Company's CSR strategy framework is based on the principles of
"Responsible Business" and "Shared Value". The CSR programme framework
is both in line with the Company's long-term commitment to building positive value for the
communities (including stakeholders) as well as addresses key developmental priorities as
identified by Schedule VII to the Act.
2) Composition of CSR Committee
Sr. No. Name of
the Member |
Designation / Nature of
Directorship |
Number of meetings held
during the year |
Number of meetings
attended during the year |
1. Mr. Kewal Handa |
Chairman and Independent
Director |
1 |
1 |
2. Mr. Rahul Puri |
Member and Managing Director |
1 |
1 |
3. Mr. Parvez Farooqui |
Member and Non-Executive
Director |
1 |
1 |
3) Web-link where Composition of CSR committee and CSR Policy approved
by the Board are disclosed on the website of the Company
a) Composition of CSR Committee:
http://www.muktaarts.com/Aboutus/investorsrelation/Corporate-Governance/MAL_Composition%20of%20
Committee.pdf
b) CSR Policy:
http://www.muktaarts.com/Aboutus/investorsrelation/policies/Corporate-Social-Responsibility-Policy.pdf
4) Details of impact assessment of CSR projects carried out in
pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014: Not Applicable
5) Details of amount available for set off in pursuance of sub-rule (3)
of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount
required for set off for the financial year, if any: Nil
6) Average net profit of the Company as per Section 135(5): '
12,00,74,457
7) (a) Two percent of average net profit of the Company as per Section
135(5): ' 24,01,489.14
(b) Surplus arising out of the CSR projects or programmes or activities
of the previous financial years: Nil
(c) Amount required to be set off for the financial year, if any: Nil
(d) Total CSR obligation for the financial year (7a+7b-7c): '
24,01,489.14
8) (a) CSR amount spent or unspent for the financial year:
Total amount spent
for the financial year (in ') |
Amount Unspent
(in ') |
Total amount
transferred to unspent CSR account as per Section 135(6) |
Amount
transferred to any fund specified under Schedule VII as per second proviso to Section
135(5) |
Amount |
Date of transfer |
Name of the Fund |
Amount |
Date of transfer |
24,01,490 |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
(b) Details of CSR amount spent on ongoing projects for the financial
year: Company does not have any ongoing project.
(c) Details of CSR amount spent on other than ongoing projects for the
financial year:
Sr. No.
Name of the Project |
Item from the
list of activities in schedule VII to the Act |
Local area (Yes/
No) |
Location of the
project |
Amount spent for
the project (in ') |
Mode of
implementation - Direct (Yes/No) |
Mode of
implementation - Through implementing agency |
State |
District |
Name |
CSR registration number |
1. Promoting Education |
Promoting education,
including special education and employment enhancing vocation skills especially among
children, women, elderly and the differently abled and livelihood enhancement projects. |
Yes |
Maharashtra |
Mumbai |
24,01,490 |
No |
Whistling Woods International
Foundation |
CSR00029471 |
Total |
24,01,490 |
(d) Amount spent in Administrative Overheads: Nil
(e) Amount spent on Impact Assessment, if applicable: N.A.
(f) Total amount spent for the financial year (8b+8c+8d+8e): '
24,01,490
(g) Excess amount for set off, if any: Nil
Sr. No. Particulars |
Amount (in ') |
1. Two percent of average net
profit of the Company as per Section 135(5) |
24,01,489.14 |
2. Total amount spent for the
financial year |
24,01,490 |
3. Excess amount spent for the
financial year |
Nil |
4. Surplus arising out of the CSR
projects or programmes or activities of the previous financial years, if any |
Nil |
5. Amount available for set
off in succeeding financial years |
Nil |
9) (a) Details of Unspent CSR amount for the preceding three financial
years:
Sr.
No. |
Preceding
financial
years |
Amount
transferred to unspent CSR account under Section 135(6) (in ') |
Amount spent
in the reporting financial year (in ') |
Amount
transferred to any fund specified under Schedule VII as per Section 135(6), if any |
Amount
remaining to be spent in succeeding financial years (in ') |
Name of the Fund |
Amount
(in ') |
Date of transfer |
1. |
2021-22 |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
2. |
2020-21 |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
3. |
2019-20 |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
(b) Details of CSR amount spent in the financial year for ongoing
projects of the preceding financial year(s):
N.A.
10) In case of creation or acquisition of capital asset, furnish the
details relating to the asset so created or acquired through CSR spent in the financial
year: Company has not created or acquired any capital asset through CSR spent during
the financial year.
11) Specify the reason(s), if the Company has failed to spend two per
cent of the average net profit as per Section 135(5): N.A.
For and on behalf of CSR Committee Mukta Art Limited
Sd/- Rahul Puri Managing Director DIN: 01925045
Sd/-
Kewal Handa Chairman of CSR Committee DIN:00056826
Date: 10th August, 2023 Place: Mumbai
|