Dear Members,
The Board of Directors are pleased to present the Company's 39th Annual
Report and the Company's audited financial statement for the financial year ended March
31, 2023.
1. Financial Results
The Company's financial performance (Standalone and Consolidated) for the year ended
March 31, 2023 is summarized below: - (Rs. in lakhs)
|
STANDALONE |
|
CONSOLIDATED |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue from Operations |
305.50 |
381.59 |
305.50 |
381.59 |
Other Income |
6.82 |
7.72 |
6.82 |
7.72 |
Profit /(Loss) before Tax |
33.65 |
100.31 |
25.60 |
94.07 |
Less: Current Tax |
- |
- |
- |
- |
Deferred Tax |
8.63 |
14.36 |
8.63 |
14.36 |
Profit/ (Loss) for the year |
25.02 |
85.95 |
16.97 |
79.71 |
Add: Other Comprehensive Income (OCI) |
0.60 |
(0.16) |
0.60 |
0.59 |
Total Comprehensive Income for the year |
25.62 |
85.79 |
17.57 |
80.30 |
Add: Opening Balance in Retained Earnings and |
(637.80) |
(723.59) |
(648.76) |
(729.06) |
OCI (Adjusted) |
|
|
|
|
Less:Appropriation |
- |
- |
- |
- |
-General Reserve |
- |
- |
- |
- |
Closing Balance of Retained Earnings and OCI |
(612.18) |
(637.80) |
(631.19) |
(648.77) |
2. Transfer to Reserves
The Board of Directors of the Company have not transferred any amount to the Reserves
during the year under review.
3. Result of Operations and State of Company's affairs
During the year under review, the total revenue from operations was Rs. 305.50 lakhs on
standalone basis and Rs. 305.50 lakhs on consolidated basis as compared to the last year's
revenue of Rs. 381.59 lakhs on standalone basis and Rs. 381.59 lakhs on consolidated basis
respectively. The Profit after tax of your Company was Rs. 25.02 lakhs on standalone basis
and Rs. 16.97 lakhs on consolidated basis as compared to the last year's Profit after tax
was Rs. 85.95 lakhs on standalone basis and Rs. 79.71 lakhs on consolidated basis
respectively.
4. Details of Material changes from the end of the Financial Year till the date
of this Report
There were no material changes taken place from the end of the financial year till the
date of this Report.
5. Dividend
The Board of Directors of the Company have not recommended any dividend on Equity
Shares for the year under review.
6. Management Discussion and Analysis
Management Discussion and Analysis Report for the year under review, as stipulated
under Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI (LODR)") is presented in a separate
section, which forms part of the Annual Report.
7. Business Operations of the Company
The Company continue to remain committed to its customers by offering various
schemes and services which are best in class and cost effective. During the year under
review, the Company in spite of stiff challenges posed from the over-the-top
("OTT") has been able to hold on its customers due to the various initiatives of
Hathway Digital Limited, the MSO Company, ("fellow Subsidiary") for enhancing
the customer experience.
8. Consolidated Financial Statement
In accordance with the provisions of the Companies Act, 2013 ("the Act") and
SEBI (LODR) read with Ind AS-110 (Consolidated Financial Statement), Ind AS-28
(Investments in Associates and Joint Ventures), the consolidated audited financial
statement forms part of the Annual Report.
9. Subsidiary Company
During the year under review and till the date of this report, no new company has
become or ceased to be subsidiary of the Company.
A Statement providing details of performance and salient features of the financial
statements of Subsidiary company, as per Section 129(3) of the Act, "AOC-1" is
provided as Annexure I to this Report.
The audited Financial Statement including the Consolidated Financial Statement of the
Company and all other documents required to be attached thereto are available on Company's
website and can be accessed at www.hathwaybhawani.com. The financial statement of the
subsidiary Company can also be accessed at the Company's website. The Company has
formulated a policy for determining Material Subsidiaries and the same is placed on the
Company's website and can be accessed at
https://www.hathwaybhawani.com/assets/pdf/policy-on-material-subsidiary.pdf.
10. Secretarial Standards
The Company has followed the applicable Secretarial Standards i.e. SS-1 and SS-2,
relating to Meetings of the Board of Directors' and General Meetings',
respectively.
11. Directors' Responsibility Statement
Your Directors state that: a) in the preparation of the annual accounts for the
financial year ended March 31, 2023, the applicable accounting standards read with
requirements set out under Schedule III to the Act have been followed and there were no
material departures from the same; b) the Directors have selected such accounting policies
and applied them consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company as at
March 31, 2023 and of the profit of the Company for the financial year ended on that date;
c) the Directors have 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; d)
the Directors have prepared the annual accounts on a going concern' basis; e) the
Directors have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively; and f)
the Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
12. Contracts and arrangements with Related Parties
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in its ordinary course of business and on an arm's length
basis. During the year, the Company had not entered into any contract/ arrangement /
transaction with related parties which could be considered material in accordance with the
policy of the Company on materiality of related party transactions or which is required to
be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the
Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
During the year under review, the Board has approved and adopted the updated Policy
defining materiality of related party transactions, material modification in related party
transactions and dealing with related party transactions and the same is placed on the
Company's website and the same can be accessed at
https://www.hathwaybhawani.com/assets/pdf/HBCDL%20Related%20Party%20Transactions%20Policy.pdf
There were no materially significant related party transactions which could have potential
conflict with interest of the Company at large. Members may refer Note 4.09 to the
Standalone Financial Statement which sets out related party disclosures pursuant to Ind
AS.
13. Corporate Social Responsibility
Pursuant to the provisions of Section 135 of the Act read with Rule 3 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014, the Company was not required to
comply with the provisions of Corporate Social Responsibility ("CSR") as the
Company did not meet the criteria of applicability of provisions of CSR.
14. Risk Management
Hathway Cable and Datacom Limited ("HCDL"), the Holding Company has adopted
Risk Management Policy which is detailed and provides for exhaustive Risk Management
framework which is applicable to its Subsidiaries and Joint Ventures. The Company, being
subsidiary of HCDL follows the same. The Risk Management framework defines the risk
management process which focus on four key elements viz. Risk Identification, Risk
assessment, Risk Management and Risk Monitoring. The Board of Directors of the Company has
been entrusted with the responsibility of overseeing effective implementation, monitoring
of risk management plan and policy, continuous review and obtaining assurance from the
management for timely identifying, managing and mitigating the emerging risk associated
with the Company.
Further details on Risk Management activities are covered in Management Discussion and
Analysis section, which forms part of the Annual Report.
15. Internal Financial Controls
The Company has adequate internal financial controls commensurate with the size of the
business and nature of its operations, designed to provide reasonable assurance with
regard to the accuracy and completeness of the accounting records and timely preparation
and provision of reliable financial statements.
The internal financial controls are embedded in the business processes. Assurance on
the effectiveness of internal financial controls is obtained through management reviews,
continuous monitoring by functional head as well as sample testing of the internal
financial control systems by the independent Auditors during the course of their audits.
The Audit Committee reviews adequacy and effectiveness of Company's Internal Controls
and implementation of audit recommendations on quarterly basis.
16. Directors and Key Managerial Personnel Retiring by rotation
In accordance with the provisions of the Act and the Articles of Association of the
Company, Ms. Pranjali Gawde (DIN: 08754715), Non-Executive Director of the Company,
retires by rotation at the ensuing Annual General Meeting. The Board of Directors on the
recommendation of the Nomination and Remuneration Committee ("NRC") has
recommended her reappointment.
Change in the Key Managerial Personnel of the Company
During the period under review, Mr. Vatan Pathan, Director of the Company was
re-appointed as Chief Executive Officer of the Company at the Board Meeting held on March
30, 2023 for a period of 5 years from April 03, 2023 to April 02, 2028. Save and except
aforementioned, there were no other change in the Board of Directors and Key Managerial
Personnel of the Company.
The Company has received declarations from all Independent Directors of the Company
confirming that: (a) they meet the criteria of independence prescribed under the Act and
SEBI (LODR); and (b) they have registered their names in the Independent Directors'
Databank.
17. Performance Evaluation
The Company has a policy for performance evaluation of the Board, Committees and other
individual Directors (including Independent Directors) which includes criteria for
performance evaluation of Non-Executive Directors and Executive Directors. In accordance
with the manner of evaluation specified by the NRC, the Board carried out annual
performance evaluation of the Board, its Committees and Individual Directors. The
Independent Directors carried out annual performance evaluation of the Chairman, the
non-independent directors and the Board as a whole. The Chairman of the respective
Committees shared the report on evaluation with the respective Committee members. The
performance of each Committee was evaluated by the Board based on the report of evaluation
received from the respective Committees. A consolidated report on performance evaluation
was shared with the Chairman of the Board for his review and giving feedback to each
Director.
18. Auditors and Auditors' Report Statutory Auditors
During the year under review, M/s. Nayan Parikh & Co. Chartered Accountants (Firm
Registration No.107023W) were reappointed as Statutory Auditors of the Company for second
term of 5 (five) consecutive years, at the Thirty-Eighth Annual General Meeting of the
Company held on June 24, 2022. The Statutory Auditors have confirmed their eligibility and
qualifications required under the Act for holding office as Statutory Auditors of the
Company.
The Auditors' Report does not contain any qualification, reservation, adverse remark or
disclaimer. The Notes on financial statement referred to in the Auditors' Report are
self-explanatory and do not call for any further comments.
Secretarial Auditor
The Board of Directors of the Company had appointed M/s. Rathi & Associates,
Company Secretaries to conduct Secretarial Audit for the financial year 2022-23. The
Secretarial Audit Report for the financial year ended March 31, 2023 is provided as Annexure
II to this Report.
The Secretarial Audit Report does not contain any qualification, reservation, adverse
remark or disclaimer.
19. Disclosures
Meetings of the Board
The Board of Directors met six times during the financial year on April 11, 2022, July
15, 2022, October 15, 2022, January 13, 2023, February 28, 2023 and March 30, 2023. The
intervening gap between two consecutive meetings was within the period specified under the
Act.
Audit Committee
The Audit Committee of the Company comprises Mr. Dilip Worah, Independent Director
(Chairman), Mr. L. K. Kannan, Independent Director and Ms. Pranjali Gawde, Non-Executive
Director of the Company. The constitution and terms of reference of the Committee is as
per Section 177 of the Act. During the year, all recommendations made by the Audit
Committee were accepted by the Board. The Audit Committee met five times during the year
on April 11, 2022, July 15, 2022, October 15, 2022, January 13, 2023 and March 16, 2023.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee (NRC) comprises Mr. L. K. Kannan, Independent
Director (Chairman), Mr. Dilip Worah, Independent Director and Mr. Vatan Pathan,
Non-Executive Director of the Company. The NRC Committee met two times during the year on
April 11, 2022 and March 30, 2023.
The Company has devised inter alia, following Policies namely (i) Policy for Selection
of Directors and Determining Directors' Independence, (ii) Remuneration Policy for
Directors, Key Managerial Personnel and Senior Management and (iii) Policy on Board
Diversity. The Policies are available on the Company's website and can be accessed at:
https://www.hathwaybhawani.com/assets/pdf/HBCDL%20Policy%20for%20Seclection%20of%20Directors.pdf;
https://www.hathwaybhawani.com/assets/pdf/HBCDL%20Policy%20for%20Remuneration%20to%20Directors.pdf;
https://www.hathwaybhawani.com/assets/pdf/HBCDL%20Policy%20on%20Board%20Diversity.pdf
There has been no change in the policies during the year.
The aforesaid Policies sets out the guiding principles for the NRC for identifying
persons who are qualified to become Directors and to determine the independence of
Directors, in case of their appointment as independent directors of the Company;
recommending to the Board the remuneration of the Directors, Key Managerial Personnel and
Senior Management of the Company and the approach to diversity on the Board of Directors
of the Company.
Stakeholders' Relationship Committee
The Stakeholders' Relationship Committee comprises Mr. Vatan Pathan, Non-Executive
Director (Chairman), Ms. Pranjali Gawde, Non-Executive Director and Mr. Dilip Worah,
Independent Director of the Company. The Committee met five times during the year on April
11, 2022, July 15, 2022, October 15, 2022, January 13, 2023 and February 28, 2023.
20. Vigil Mechanism
The Company promotes ethical behavior in all its business activities. Towards this, the
Company has adopted a Policy on Vigil Mechanism and Whistle Blower Policy. Protected
disclosures can be made by a whistle blower through an e-mail or a letter to the immediate
supervisor or Chief Executive officer or the Compliance officer or the Chairman of the
Audit Committee of the Company. The Audit Committee also reviews complaints/issues (if
any) raised through Vigil Mechanism or by any Whistle blower on a quarterly basis.
The Vigil Mechanism and Whistle Blower Policy is available on the Company's website and
can be accessed at https://www.hathwaybhawani.com/assets/pdf/Vigil%20Mechanism%20and%20Whistle-Blower%20Policy.pdf.
During the year under review, no protected disclosure concerning any reportable matter
in accordance with the Vigil Mechanism and Whistle Blower Policy of the Company was
received by the Company.
21. Particulars of loans given, investments made, guarantees given and securities
provided
During the year under review, there were no loans given, investment made, guarantees
given or securities provided in terms of Section 186 of the Act.
22. Prevention of Sexual Harassment at Workplace
In accordance with the requirement of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made
thereunder, the Company has formed Internal Committee for various work places to address
complaints pertaining to sexual harassment in accordance with the POSH Act. The Company
has a policy for prevention of Sexual Harassment, which ensures a free and fair enquiry
process with clear timelines for resolution. There were no cases/complaints filed during
the year under POSH Act.
23. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo
The particulars relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure
III to this Report.
24. Annual Return
The Annual Return of the Company as on March 31, 2023 is available on the Company's
website and can be accessed at
https://hathwaybhawani.com/assets/pdf/Annual%20Return%20AGM_2023.pdf
25. Particulars of Employees and related Disclosures
Disclosures relating to remuneration and other details as required under Section
197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms part of this Report. Having regard to the
provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual
Report excluding the aforesaid information is being sent to the members of the Company.
Any member interested in obtaining such information may write to the Company on email id
investors.bhawani@hathway.net
26. General
The Board of Directors state that no disclosure or reporting is required in respect of
the following matters as there were no transactions or applicability on these matters
during the year under review: i) Details relating to deposits covered under Chapter V of
the Act. ii) Issue of equity shares with differential rights as to dividend, voting or
otherwise. iii) Issue of shares (including sweat equity shares and Employees' Stock
Options Schemes) to employees of the Company under any scheme. iv) Significant or material
orders were passed by the Regulators or Courts or Tribunals which impact the going concern
status and Company's operations in future. v) Fraud reported by the Auditors to the Audit
Committee or the Board of Directors of the Company. vi) Scheme of provision of money for
the purchase of its own shares by employees or by trustees for the benefit of employees.
vii) Maintaining of cost records in terms of Section 148(1) of the Act. viii) Payment of
remuneration or commission from any of its Holding or Subsidiary Companies to the Managing
Director of the Company. ix) Change in the nature of business of the Company. x) Instances
of transferring the funds to the Investor Education and Protection Fund.
xi) Issue of debentures/bonds/warrants/any other convertible securities. xii) There is
no proceeding pending under the Insolvency and Bankruptcy Code, 2016. xiii) Instance of
one-time settlement with any Bank or Financial Institution. xiv) Statement of deviation or
variation in connection with preferential issue.
27. Acknowledgement
The Board of Directors wish to place on record their deep sense of appreciation for the
committed services by the Company's Executives, Staff and Employees.
The Board of Directors would also like to express their sincere appreciation for the
assistance and co-operation received from the Financial Institutions, Banks, Government
Authorities, Customers, Vendors and Members during the year under review.
For and on behalf of the Board
Vatan Pathan |
Pranjali Gawde |
Director & CEO |
Director |
DIN: 07468214 |
DIN: 08754715 |
Date: April 14, 2023 Place: Mumbai
Registered Office
805/806, Windsor, 8th Floor, Off CST Road, Kalina, Santacruz (East), Mumbai
400 098 CIN: L65910MH1984PLC034514 Tel No. 022 40542500 Fax: 022 40542700 Website:
www.hathwaybhawani.com E-mail: investors.bhawani@hathway.net
|