The Board of Directors are delighted to present the 42nd Annual Report on the business and operations of the Company along with the summary offinancial statements forthe year ended 31st March, 2024.
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 ofthe Company forthe year ended 31st March, 2024 is summarised hereunder:
|
Particulars
|
F.Y. 2023-24 (' In ’000)
|
F.Y. 2022-23 (' In ’000)
|
|
Profit/(Loss) before interest, depreciation & tax
|
1,97,862.68
|
1,75,865.90
|
|
Less: Interest
|
(60,536.14)
|
(50,370.40)
|
|
Profit/(Loss) after interest, before depreciation & tax
|
1,37,326.54
|
1,25,495.50
|
|
Less: Depreciation
|
(23,988.15)
|
(20,567.83)
|
|
Profit/(Loss) before tax
|
1,13,338.39
|
1,04,927.67
|
|
Less: Provision for taxation
|
(11,100)
|
(17,900.26)
|
|
Deferred Tax Liability /(Asset)
|
2,128.68
|
(296.77)
|
|
Taxes for earlier years
|
(1,024.94)
|
(2,523.00)
|
|
Profit/(Loss) after Tax
|
1,03,342.13
|
84,207.65
|
|
Less: Interim / Final Dividend
|
0
|
0
|
|
Tax on Interim / Final Dividend
|
0
|
0
|
|
Profit/(Loss) for the year
|
1,03,342.13
|
84,207.65
|
|
Other comprehensive income
|
1,249.96
|
130.70
|
|
Ind AS 116 adjustments
|
(7.00)
|
0
|
|
Add: Balance brought forward
|
6,09,883.42
|
52,55,61.16
|
|
Less: Transfer to General Reserve
|
0
|
0
|
|
Profit/(Loss) carried forward to Balance Sheet
|
7,14,468.51
|
6,09,883.42
|
|
Key Financial Ratios:
|
|
Particulars
|
F.Y. 2023-24
|
F.Y. 2022-23
|
|
Debt Equity Ratio (Total Debt/ Total Equity)
|
0.32
|
0.33
|
|
Debt Service Coverage Ratio
EBITDA/ (Interest expenses Principal repayments of long term borrowings due within 12 months from the balance sheet date)
|
5.60
|
5.56
|
|
Current Ratio
(Total current assets - Derivatives financial assets) / (Total current liabilities - Short term borrowings)
|
5.15
|
4.98
|
|
Trade receivables turnover ratio
(Sale of services/ closing trade receivables)
|
1.25
|
1.25
|
|
Trade payables turnover
(Total expenses less depreciation/ closing trade payables)
|
7.73
|
9.08
|
|
Net Profit/ (Loss) Margin (%) (see note 1) (Profit/(Loss) after Tax/ Revenue from operations)
|
1.43
|
1.13
|
|
Return on Equity Ratio [%]
(Profit / (Loss) after Tax/ Total equity)
|
0.06
|
0.05
|
|
Return on Capital Employed Ratio [%]
(Earnings before Interest & Taxes (EBIT)/ Total Capital Employed)
|
0.07
|
0.07
|
|
Net Capital Turnover Ratio
(Total revenue from operations/ (Total current asset- Derivative financial asset) - (Total current liability-Short term borrowings)
|
0.28
|
0.20
|
|
Reasons for variance exceeding 25%
|
|
|
|
Note 1- Due to increase in net profit during FY 2023-24.
|
|
|
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 ?2,752 lakhs, increased as compared to ?1,987.39 lakhs in financial year 2022-23.
Standalone total income, comprising of Revenue from Operations and Other Income, for the year was ?4,351.69 lakhs, increased as compared to ?3,372.08 lakhs in financial year 2022-23.
Standalone Profit before tax for the year was ?1,133.38 lakhs, increased as compared to ?1,049.28 lakhs in financial year 2022-23 and Standalone Profit after tax for the year was ?1,033.42 lakhs, increased as compared to ?842.08 lakhs in financial year 2022-23.
Consolidated Revenue from Operations for the year was ?19,454.68 lakhs, increased as compared to ?16,317.85 lakhs in financial year 2022-23.
Consolidated total income, comprising Revenue from Operations and Other Income for the year was ?20,860.46 lakhs, increased as compared to ?17,425.61 lakhs in financial year 2022-23.
Consolidated loss before tax was ?623.28 lakhs for the year, decreased as compared to loss of ?1,738.26 lakhs in financial year 2022-23. Consolidated loss after tax was ?665.90 lakhs for the year, decreased as compared to ?1,875.37 lakhs in financial year 2022-23.
Consolidated Financial Statements
The Audited Consolidated Financial Statements of the Company for the year ended 31st March, 2024, prepared in accordance with the applicable Indian Accounting Standards (Ind AS), SEBI Listing Regulations and the Act, forms part of this Annual Report.
Dividend
To preserve the resources for future growth, the Company has not declared any dividend for the current year.
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, 2024 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 have been no changes in the nature of business conducted 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 ofthe financial year ofthe Company and date of this report.
BUSINESS OVERVIEW
Your Company completed the delivery of the daily soap “Jaanaki” which was telecast on Doordarshan and remained one of the most popular soaps on the channel. Monetisation of the Hindi Film library also continued steadily. Scripts have been finalised for a few him projectswhich are now ready for production.
Subsidiary Companies
As on 31st March, 2024, the Company has seven subsidiary Companies namely, Whistling Woods International Limited, Connect.1 Limited, Mukta Telemedia Limited, Mukta Creative Ventures Limited (Formerly Coruscant Tec Limited), *Mukta A2 Cinemas Private Limited (Formerly Mukta A2 Cinemas Limited), Mukta A2 Multiplex W.L.L, Bahrain and #Mukta V N Films Limited.
*The Office of Regional Director, Western Region on 6th June, 2024 passed an order approving the conversion of the Company from “Public Limited” to “Private Limited” and consequent change in the name of the Company from “Mukta A2 Cinemas Limited’’ to “Mukta A2 Cinemas Private Limited’’ vide revised certificate ofincorporation dated 10th July, 2024.
#Mukta V N Films Limited is a subsidiary of the Company as per the Companies Act, 2013, whereas it is considered as a Joint Venture Companyin terms oflnd ASin the consoiidatedfinanciais ofthe Company.
Whistling Woods International Limited and Mukta A2 Cinemas Private 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 Media, Entertainment, Communication and Creative Arts Institute, has had a highly active year. WWI's roadmap of innovation has seen the inclusion of multiple technological workflows of Virtual Production, and its associated elements like Photogrammetry, Motion Capture & Camera Tracking into our curriculum.
Further, WWI has also commenced development of curriculum and teaching methodologies in the innovative area of Generative Al and how / where Gen Al will play a role in the filmmaking workflows for the future.
Academically, WWI has renewed its association with the Tata Institute of Social Sciences for awarding of Degrees for all its programs and continues down the path of mainstreaming Media & Entertainment Education. WWI has also significantly expanded its global Academic Partnerships roster with several universities signed up with in US, Australia, Europe, UK and South Korea. Some of these associations have also seen activity on-ground with international cohorts of students visiting WWI and WWI students travelling to these universities.
Mukta A2 Cinemas Private Limited (“MA2”) focussed on consolidation by closing down 9 screens at 4 loss-making locations and opening 20 screens at 6 new properties. Some of the existing properties with good potential have been earmarked for refurbishment to give them a new lease of life. So, from an opening screen count of 62 screens in 24 locations, MA2 closed the year with 73 screens in 26 locations. The 14 screens under its JV with Asian Cinemas continue to perform. It has moved to a management model for 5 properties with 17 screens, located in Telangana and Gujarat. While a substantial portion ofthe year has had lacklustre performance of movies at the box office, some superhits stood out, like Pathaan, Jawan, Gadar 2 and Animal. This financial year has as a result, yielded improved performance over the previous year.
Mukta A2 Multiplex W.L.L has along with operating the existing 6 screens in Juffair, Bahrain, started handling Programming and Distribution for the 10 screen property in Dana Mall which the Company was earlier managing. Further, in connection with the agreement to manage a chain of multiplexes in Saudi Arabia, 5 cinemas are scheduled for launch in the next few months, with 7 screens adding in Onaizah and Khafji in September, 3 screens in Dammam in October, 3 screens at Hafr Al Batin in November and 3 at Methneb in December. This will take the total tally to 32 screens.
Both the Dana Mall property and the Saudi Arabia business are already contributing revenue.
Another subsidiary of the Company, Connect.1 Limited monetises content on digital platforms.
Mukta Telemedia Limited is a subsidiary of the Company which handles production of TV-serials, management of event shows and entertainment software.
Mukta Creative Ventures Limited is a subsidiary providing mobile based solutions with a focus on content, applications and commerce.
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. The number of Cinema screens that the Company services has grown during the year.
During the year, the Board of Directors reviewed the affairs of its subsidiary companies. Further, pursuant to provisions of Section 129(3) ofthe Act, a statement containing salient features ofthe financial statements ofthe 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 the 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.
Board of Directors
The Board of the Company is comprised of eminent persons with proven competence and integrity. Besides experience, strong financial acumen and leadership qualities, they have a significant degree ofcommitment towards the Company and devote adequate time to the meetings and preparation.
In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of the Company’s businesses for effective functioning. The list of key skills, expertise and core competencies of the Board of Directors is detailed in the Corporate Governance Report.
Board Diversity
The Company acknowledges and embraces the significance of a diverse Board in achieving its goals. It believes that a Board encompassing diverse perspectives in thought, knowledge, skills, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race, and gender enhances its competitive edge. To formalize its commitment, the Board has adopted the Board Diversity Policy as part of the NRC Policy, outlining its approach to fostering diversity among its Directo The policy can be accessed on the Company's website.
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 5 times during the financial year 2023-24. The intervening gap between two Board Meetings did not exceed 120 days. The detail 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 2023-24, 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’opinion in their Report have been detailed in the notes to the financial statements for the year ended 31st March, 2024 which forms part of the Annual Report.
Apart from as mentioned above, the Auditors’ Report for the financial year 2023-24 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 hasappointed M/s. KDA & Associates, Practicing Company Secretaries, Mumbai (Unique Identification No. P2016MH047700), as Secretarial Auditors of the Company for the financial year 2023-24.
The Secretarial Audit Report of the Company issued by Secretarial Auditors in Form No. MR-3 for the year ended 31st March, 2024 is attached as Annexure-C to this Report.
Secretarial Audit Report for the financial year 2023-24 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 Private Limited (Formerly Mukta A2 Cinemas Limited), Unlisted Material Subsidiaries of the Company issued by M/s. KDA & Associates, Practicing Company Secretaries, Mumbai (Unique Identification No. P2016MH047700), in Form No. MR-3 for the financial year 2023-24 is annexed as Annexure-D to this Report.
The said Reports does not contain any adverse reservation, qualification, remark or disclaimer.
Annual Secretarial Compliance Report
Pursuant to Regulation 24A of SEBI Listing Regulations readwith SEBI as issued from time to time, has mandated listed entities to conduct an Annual Secretarial Compliance Audit. This Audit is performed by a Practicing Company Secretary, which ensures compliance with all applicable SEBI Regulations, circulars, and guidelines.
The Secretarial Compliance Report is separate from the Secretarial Audit Report submitted under Form No. MR-3 and must be submitted to the Stock Exchangeswithin 60 days from the end ofthe financial year.
The Company has engaged M/s. KDA & Associates, Practicing Company Secretaries, Mumbai (Unique Identification No. P2016MH047700), to provide the report. M/s. KDA & Associates has furnished the report for the financial year ending 3151 March, 2024.
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 2023-24.
Reporting of frauds by Auditors
During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditors have not reported any instances offraud committed against the Company by its officers or employees to the Audit Committee ofthe 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 ofCompany 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.
In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situations that exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Directors have further confirmed that they are not debarred from holding the office of the Director under any SEBI order or any other such authority.
Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors and complied with the requirements ofpassing proficiency test, as applicable.
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, 2024.
Particulars of contracts or arrangements made with related party(ies)
The Company has a well-defined process for identifying related parties and managing transactions with them, including approval and review procedures. The Policy on Related Party Transactions, formulated by the Audit Committee and approved by the Board, is publicly available on the Company's website.
During the financial year 2023-24, all contracts, arrangements, and transactions with related parties were conducted in the ordinary course of business and on arm's length basis, and with prior approval from the Audit Committee. For repetitive transactions, the Audit Committee granted periodic approvals, and unforeseen transactions were authorized under omnibus approvals. Further, detailed information on transactions with related parties in the ordinary course of business and on arm's length basis during the year are disclosed in the accompanying financial statements of the Company.
Further, none of the contracts, arrangements, or transactions with related parties required approval of the Board or Members under Section 188(1) of the Act and Regulation 23(4) of the SEBI Listing Regulations.
There are no contracts, arrangements, transactions with Related Parties which are not at arm's length basis, therefore, no information is required to be reported in form AOC-2 in terms of Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014 and Section 188 of the Act.
Conservation of Energy and Technology Absorption
(a) Energy Conservation measures taken by the Company
Company has made significant efforts to reduce energy consumption through the use of energy-efficient computers and the procurement of energy-efficient equipment. Company prioritize purchasing computers, laptops, air conditioners, and other devices that meet stringent environmental standards, opting for higher star ratings whenever feasible.
(b) Technology Absorption
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 accordance with Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, the Company has established a CSR Committee. Statutory disclosures pertaining to the CSR Committee and
an Annual Report on CSR Activities are included in this Report as Annexure-E. The CSR Policy, recommended by the CSR Committee and approved by the Board, is accessible on the Company's website 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 Directo 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.
Appointment/Re-appointment of Directors during the year
Mr. Subhash Ghai (DIN: 00019803) was re-appointed as the Chairman, Executive Director of the Company at the Board Meeting held on 25th May, 2023 for a further period of 5 years commencing from 30th May, 2023 to 29th May, 2028 as recommended by Nomination and Remuneration Committee, which was subsequently approved by the Members of the Company through Postal Ballot.
Mr. Rahul Puri (DIN:01925045) was re-appointed as Managing Director of the Company at the Board Meeting held on 25th May, 2023 for a further period of 5 years commencing from 30th May, 2023 to 29th May, 2028 as recommended by Nomination and Remuneration Committee, which was subsequently approved by the Members of the Company through Postal Ballot.
In terms of Section 152 of the Act, Mr. Parvez Farooqui (DIN: 00019853), Non-Executive Director of the Company, being liable to retire by rotation, was re-appointed by the Members at the AGM held on 27th September, 2023.
Re-appointment of Director retiring by rotation
In terms of provisions of the Act, Mr. Subhash Ghai (DIN: 00019803), Chairman, Executive Director of the Company, retires by rotation at the ensuing AGM and being eligible, seeks re-appointment. A resolution seeking the re-appointment forms part ofthe Notice convening the ensuing AGM. The profile along with other details ofMr. Subhash Ghai are provided in the annexure to the Notice of AGM.
Key Managerial Personnels
|
The Company hasfollowing Key Managerial Personnels:
|
|
Sr. No.
|
Name
|
Designation
|
|
1.
|
Mr. Subhash Ghai
|
Chairman, Executive Director
|
|
2.
|
Mr. Rahul Puri
|
Managing Director
|
|
3.
|
Mr. Prabuddha Dasgupta
|
ChiefFinancial Officer
|
|
4.
|
Ms. Hemal N. Pankhania
|
Company Secretary and Compliance Officer
|
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 Chapter V of the Act is not applicable to the Company.
Significant and material orders passed bythe 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 2023-24.
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 Internal Complaints Committee and the composition of the said Committee is as under:
|
Ms. Hemal N. Pankhania
|
Chairperson, Company Secretary and Compliance Officer
|
|
Mr. Prabuddha Dasgupta
|
ChiefFinancial Officer
|
|
Mr. Ravi Gupta
|
Advisor - Business, Finance and Accounts
|
|
Mr. Prem Taparia
|
General Manager - Finance and 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 2023-24 was '2,89,999.
The ratio of remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-24 is mentioned below:
| |
Name of the Director
|
Designation
|
Ratio
|
| |
Mr. Subhash Ghai
|
Chairman, Executive Director
|
29.61
|
| |
Mr. Rahul Puri
|
Managing Director
|
21.65
|
|
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
|
Nil
|
| |
Mr. Rahul Puri
|
Managing Director
|
7.93
|
| |
Mr. Prabuddha Dasgupta
|
Chief Financial Officer
|
7.99
|
| |
Ms. Hemal N. Pankhania
|
Company Secretary and Compliance Officer
|
Nil
|
c. The percentage increase in the median remuneration of employees during the financial year:
There was an increase of 5.80% in the median remuneration of employees during the financial year 2023-24.
d. The number of permanent employees on the rolls of the Company as on 31st March, 2024: 57
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 2023-24 was 5.86% whereas the increase in managerial remuneration for the financial year 2023-24 was 6.32%.
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 ofthe 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 (in years)
|
Date of
Commencement
of
Employment
|
Age
(in years)
|
Last
Employment
Held
|
Remuneration
|
|
1.
|
Mr. Subhash Ghai
|
Chairman - Executive Director
|
Permanent
|
B.com and Diploma in Cinema from Film & Television Institute of India
|
57
|
09.07.1982
|
81
|
Mukta Arts Since inception
|
85,87,400
|
|
2.
|
Mr. Rahul Puri
|
Managing Director
|
Permanent
|
Graduate from Kings College - London and Bsc-Business Management
|
25
|
01.04.2004
|
46
|
Nimbus
Communications
Limited
|
62,79,846
|
|
3.
|
Mr. Prabuddha Dasgupta
|
Chief Financial Officer
|
Permanent
|
Chartered Accountant
|
32
|
07.07.2014
|
58
|
Neo Sports Broadcast Private Limited
|
52,81,260
|
|
4.
|
Mr. Siraj Farooqui
|
Chief Operating Officer - Production & Studio
|
Permanent
|
Inter Arts
|
48
|
01.01.1987
|
70
|
Mukta Arts Since inception
|
50,76,663
|
|
5.
|
Mr. Prem Taparia
|
General Manager-Finance & Accounts
|
Permanent
|
Chartered Accountant
|
20
|
25.07.2007
|
44
|
Simplex Mills Company Limited
|
31,93,188
|
|
6.
|
Mr. Sanjay Ghai
|
Chief Operating Officer - Distribution & Exhibition
|
Permanent
|
Graduate
|
41
|
09.01.2008
|
58
|
Mukta Shakti Combine
|
30,54,000
|
|
7.
|
Ms. Hemal N. Pankhania
|
Company Secretary and Compliance
Officer
|
Permanent
|
B.Com, Company Secretary and Bachelor in Laws
|
13
|
22.08.2022
|
37
|
Gigaplex Estate Private Limited (Raheja Group Company)
|
15,50,004
|
|
8.
|
Mr. Sameer Farooqui
|
Sr. Manager -Productions
|
Permanent
|
Bachelor of Commerce
|
32
|
17.09.1997
|
53
|
Cinerad
Communication
|
14,69,626
|
|
9.
|
Mr. Seemant Raj
|
Web Programmer
|
Permanent
|
Diploma in Advance Computing
|
17
|
15.09.2007
|
47
|
Mukta Arts since inception
|
12,35,185
|
|
10.
|
Mr. Gopi Nair
|
Studio Manager
|
Permanent
|
IXth
|
37
|
31.05.1998
|
60
|
Sumeet Films
|
9,01,872
|
Disclosure under Section 197(14) of the Companies Act, 2013
Mr. Subhash Ghai (DIN:00019803) Chairman, Executive Director of the Company received remuneration of '30,00,000 (Thirty Lakhs Only) and Mr. Rahul Puri (DIN:01925045) Managing Director of the Company received professional fees of '34,49,957 (Thirty Four Lakhs Forty Nine Thousand Nine Hundred and Fifty Seven Only) from Whistling Woods International Limited, Subsidiary Company during the financial year 2023-24.
Proceedings under Insolvency and Bankruptcy Code, 2016
There are no proceedings, either hied by the Company or hied against the Company, pending under the Insolvency and Bankruptcy Code, 2016, before National Company Law Tribunal or other courts during the financial year 2023-24.
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 do not fall under the list of top 1000 Companies based on market capitalization, the requirement offurnishing BRSR is not applicable forthe financial year 2023-24.
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, 2024, 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 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 followed 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.
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