Mukta Arts Ltd. — AGM Information 2023

Oct 25, 2023

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25[th] October, 2023

To, To, BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra Kurla Complex, Dalal Street, Mumbai – 400001 Bandra (East), Mumbai – 400051 Scrip Code: 532357 - EQ Symbol: MUKTAARTS - EQ

Kind Attn: Corporate Relations Department

Dear Sir/Madam,

SUB: MINUTES OF 41[ST] ANNUAL GENERAL MEETING

With reference to the subject matter, enclosed herewith Minutes of 41[st] Annual General Meeting of the Company held on Wednesday, 27[th] September, 2023 at 4:02 p.m. through Video Conferencing/Other Audio-Visual Means.

Kindly take the above information on your records.

Thanking you.

Yours faithfully,

For Mukta Arts Limited

HEMAL Digitally signed by HEMAL NAROTAM NAROTAM PANKHANIA Date: 2023.10.25 PANKHANIA 11:25:06 +05'30'

Hemal N. Pankhania

Company Secretary & Compliance Officer

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MINUTES OF 41[ST] ANNUAL GENERAL MEETING OF THE MEMBERS OF MUKTA ARTS LIMITED HELD ON WEDNESDAY, 27[TH] SEPTEMBER, 2023 AT 4:02 P.M. THROUGH VIDEO CONFERENCING/OTHER AUDIO-VISUAL MEANS WITH DEEMED VENUE OF THE MEETING BEING WHISTLING WOODS INDSITUTE, DADA SAHEB PHALKE CHITRA NAGARI, GOREGAON (E), MUMBAI-400065

PRESENT

PRESENT
Mr. Subhash Ghai	-	Chairman, Executive Director
Mr. Rahul Puri	-	Managing Director
Mr. Kewal Handa	-	Non-Executive, Independent Director and Chairman of Nomination and
		Remuneration Committee and Corporate Social Responsibility Committee
Ms. Paulomi Dhawan	-	Non-Executive, Independent Director and Chairperson of Stakeholders
		Relationship Committee
Mr. Parvez Farooqui	-	Non-Executive Director
Mr. Prabuddha Dasgupta	-	Chief Financial Officer
Ms. Hemal N. Pankhania	-	Company Secretary and Compliance officer
Mr. Ravi Gupta	-	Advisor – Business, Finance & Accounts
Mr. Uttam Agarwal	-	M/s. Uttam Abuwala Ghosh & Associates, Statutory Auditors
Mr. Kaushal Dalal	-	M/s. KDA & Associates, Scrutinizer

MEMBERS PRESENT

Promoters and Promoter group - 8 Public -

Mr. Kapil Bagla, Non-Executive, Independent Director and Chairman of Audit Committee was not able to attend the Annual General Meeting (“AGM”) due to his pre-occupation and had authorized Ms. Paulomi Dhawan to attend the meeting in his behalf and answer the Members Queries.

1. CHAIRMAN

Mr. Subhash Ghai, Chairman of the Board of Directors, chaired the meeting.

2. QUORUM

Ms. Hemal N. Pankhania, Company Secretary and Compliance Officer welcomed the Members and called the meeting to order as requisite quorum was present and welcomed the Directors, Auditors and invitees present at the meeting and thanked all the Members for their presence.

Company Secretary informed that as per the requirements of the Companies Act, 2013 (“the Act”) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) the Chairman of the Nomination and Remuneration Committee and Stakeholders' Relationship Committee were present at the AGM.

Mr. Subhash Ghai addressed the Members by giving an update about the Company’s performance and thanked the Members for their continued support.

3. NOTICE

The Notice convening 41[st] AGM and Annual Report of the Company for the financial year ended 31[st] March, 2023, were taken as read as the same were already circulated to the Members.

4. AUDITOR’S REPORT

Company Secretary informed the Members that the Auditor’s Report on Standalone and Consolidated Financial Statements for the financial year ended 31[st] March, 2023 do not contain any adverse qualification, reservation, remark or disclaimer on financial transactions or matters which have any adverse effect on the functioning of the Company. Hence, pursuant to Section 145 of the Act and Secretarial Standards-II, the said Auditor’s Report were not required to be read at the meeting.

5. VOTING

Company Secretary informed the Members that pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2015 and Regulation 44 of SEBI Listing Regulations, Company had provided remote e- voting facility to the Members of the Company to cast vote on resolutions proposed at the AGM. Further, remote e-voting facility remained open during the period from Sunday, 24[th] September, 2023 at 9:00 a.m. (IST) and ended on Tuesday, 26[th] September, 2023 at 5:00 p.m. (IST). Members were also provided the facility to vote on resolutions through e-voting at the meeting who had not casted their vote through remote e-voting.

Further, M/s. KDA & Associates, Practicing Company Secretaries (FCS: 7141 and COP: 7512) had been appointed as a Scrutinizer to the voting process in order to ensure that the same is conducted in a fair and transparent manner.

6. AGENDA

Company Secretary then commenced reading out the summary of the resolutions so as to provide sufficient opportunity to the Members to vote on them. Following items of business, as set out in the Notice convening the 41[st] AGM, were proposed for Members' consideration and approval:

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ORDINARY BUSINESS

ITEM NO. 1 – ORDINARY RESOLUTION

TO RECEIVE, CONSIDER AND ADOPT THE ANNUAL AUDITED (STANDALONE AND CONSOLIDATED) FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31[ST] MARCH, 2023, TOGETHER WITH THE REPORTS OF THE BOARD OF DIRECTORS AND THE AUDITORS THEREON

“ RESOLVED THAT the Annual Audited (Standalone and Consolidated) Financial Statements of the Company for the financial year ended 31[st] March, 2023 and the Reports of the Board of Directors and Auditors thereon, be and are hereby approved and adopted.”

ITEM NO. 2 – ORDINARY RESOLUTION

TO RE-APPOINT MR. PARVEZ FAROOQUI (DIN:00019853) AS NONEXECUTIVE DIRECTOR, WHO RETIRES BY ROTATION AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT

“RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, read with Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Mr. Parvez Farooqui (DIN: 00019853), who retires by rotation at this meeting and being eligible, offers himself for re-appointment be and is hereby re-appointed as NonExecutive Director of the Company.”

7. SUMMARY OF SPEECH BY MR. RAHUL PURI – MANAGING DIRECTOR OF THE COMPANY

Mr. Rahul Puri, Managing Director of the Company gave a presentation on the overall performance of the Company and its future plans. Mr. Puri also briefed about the progress being made by the Company’s Subsidiaries.

8. QUERIES AND SUGGESTIONS

On the invitation of Company Secretary, Members who had registered themselves as speakers at AGM, addressed the meeting and raised queries, gave their suggestions and sought clarifications. Mr. Ravi Gupta, Advisor – Business, Finance & Accounts, responded to the queries asked by the Members and provided clarifications to the same.

VOTE OF THANKS

Ms. Hemal N. Pankhania thanked the Members for attending the meeting and declared that e-voting will be available for next 15 minutes for those Members who have not voted through remote e-voting and declared the meeting as closed at 4:51 p.m.

Sd/Subhash Ghai Chairman

DECLARATION OF RESULTS

Based on the consolidated Scrutinizers’ Report incorporating the results, Ms. Hemal N. Pankhania, authorized by the Chairman declared the consolidated results of the voting on 29[th] September, 2023:

Item No.	Brief description	% Votes in Favour (Assent)	% Votes Against (Dissent)	Passed
1.	To receive, consider and adopt the Annual Audited (Standalone and Consolidated) Financial Statements of the Company for the financial year ended 31stMarch, 2023, together with the Reports of the Board of Directors and the Auditors thereon	99.9998	0.0002	Yes
2.	To re-appoint Mr. Parvez Farooqui (DIN:00019853) as Non-Executive Director, who retires by rotation and being eligible, offers himself for re-appointment	99.9991	0.0009	Yes

Accordingly, all the resolutions as set out in the notice of 41[st] AGM had been duly approved by the Members with requisite majority.