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Hathway Cable & Datacom Ltd.

BSE: 533162 Sector: Media
NSE: HATHWAY ISIN Code: INE982F01036
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VOLUME 10547
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OPEN 35.10
CLOSE 35.20
VOLUME 10547
52-Week high 49.45
52-Week low 27.05
P/E
Mkt Cap.(Rs cr) 2,944
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Hathway Cable & Datacom Ltd. (HATHWAY) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 56th Annual Report of the Companytogether with the Audited Statement of Accounts for the year ended 31st March 2016.

1. FINANCIAL & OPERATION OVERVIEW:

a. Financial Highlights:

Your Company’s performance during the year ended 31st March 2016 as compared tothe previous financial year is summarized as below:

(Rs In Crores)

Consolidated Standalone
Particulars 2015-16 2014-15 Growth (%) 2015–16 2014–15 Growth (%)
Operating & Other Income 2105.13 1858.74 13.26 1193.30 1038.10 14.95
Earnings before interest depreciation amortization & taxes 412.19 287.07 43.59 210.95 153.95 37.03
Finance Cost 137.49 153.50 (10.43) 90.76 105.76 (14.18)
Depreciation & Amortization 373.20 323.83 15.25 248.07 222.88 11.30
Impairment of Tangible / Intangible 6.42 4.10 56.59 6.42 4.09 56.97
Assets
Goodwill on consolidation written off - 3.77 (100.00) - - -
Prior Period Expenses (Net) 1.70 (0.92) (284.78) 0.69 0.27 155.56
Exceptional Items 3.75 (50.65) (107.40) 36.35 (3.84) (1046.61)
Amount transferred on change in stake in Subsidiaries/Joint Ventures 18.40 7.62 141.47 - - -
Minority Interest (29.84) (13.94) 114.06 - - -
Profit/(Loss) Share of Associates 1.12 0.40 180.00 - - -
Excess/Short provision for taxation in earlier years (1.99) 0.93 2.92 - - -
Provision for Taxation – MAT 42.43 27.04 56.92 - - -
Credit Current Tax Deferred Tax & (Excess)/Short provision for taxation in earlier years
Net Profit/(Loss) (163.13) (180.45) 9.60 (171.34) (175.22) 2.21

During the year under review the total income of your Company was Rs 1193.30 Croreson a standalone basis and Rs 2105.13 Crores on a consolidated basis as compared to theprevious financial year’s total income of Rs 1038.10 Crores on a standalone basisand Rs 1858.74 Crores on a consolidated basis. The net loss for the year under reviewafter taxation and exceptional items stood at Rs 171.34 Crores on a standalone basis andRs 163.13 Crores on a consolidated basis.

b. Operational Highlights:

Your Company has now reached over 10.6 million digital subscribers out of which 2.2million subscribers digitized during current financial year. As a result 87% of universeis digitalized and now the Company is one of the leading Multi System Operator (MSO) withhighest digital subscribers in India.

Your Company offers cable television services across 200+ cities and towns servicingthrough 23 digital headend. To promote advertisements aired on cable channels yourCompany introduced 4 new cable channels namely DJAY Lamhe Home Theatre & MarathiTalkies. Your Company also has more than 20 local cable channels including Music channelHathway CCC Hathway Shoppe H-tube Hathway Life Hathway Movies and HathwayEntertainment etc.

Your Company holds a pan India Internet Service Provider (ISP) license and is the firstcable television service provider to offer broadband internet services. It has itspresence in 22 cities across India with around 3.3 million two-way broadband enabled homespassed and 0.627 million broadband customers as on 31st March 2016. This makes yourcompany India’s largest & leading cable broadband services provider.

Your Company has won several awards in the past year including "Most OutstandingNational MSO for implementation of DAS" award by the BCS Ratna Awards 2016.

(i) CABLE TV BUSINESS: DAS III

The Company has digitized 2.2 million customers in DAS

III area in current financial year and now your company has 4 million digitalsubscribers in DAS III markets. During the year Company has expanded the foot print inSikkim West Bengal Karnataka Madhya Pradesh and Maharashtra.

ROBUST BACKEND BILLING & IT SYSTEM

During the year your Company has launched robust Billing & IT System whichenabled to launch prepaid payment method for Company’s direct subscribers. YourCompany has also launched self-care portal on web android and IOS platform. Theseinitiatives have enhanced customer’s experience and have provided them liberty tomanage their connection efficiently. This also yielded a significant improvement inefficiency including higher collections per subscriber and has enhanced manpowerproductivity this freed up significant manpower to be re-deployed in revenue enhancementinitiatives.

Your Company has recently implemented an online portal for the Local Cable Operator(LCOs); christened "Hathway Connect" which provide complete transparency to LCOabout his customers and would facilitate managing its business efficiently andindependently. This LCO portal is an extension of Hathway’s backend system whichsupports LCO to service customer in real time comply with Quality of Service guidelinesgenerate bills receipts and reports etc.

LCO portal support automated pre-defined messages to customer to remind for paymentsoffers schemes greetings and also support dunning. This LCO portal supports packed wiseshare to be paid. LCO portal has also enabled making online payment through net bankingcredit cards debit cards cash card and mobile wallets.

NEW PACKAGING

Your Company has introduced simplified package structure whereby customer can customizepack by choosing from the 6 Genre Add ons and 7 Regional Language Add ons packs with baseFTA pack. The packaging is a first of its kind initiative for Cable Customers. To simplifyselection of package there are only 2 pre-customized packs for the customers. Newpackaging will not only help consumers to opt channel of their choice but it will alsohelp company to enhance its revenues. Your company has also increased High Definition (HD)channels to approximately 50 Channels in the all major cities.

(ii) BROADBAND BUSINESS:

The broadband reach of your Company is about 3.3 million homes where it can offer ourservices. This makes us the largest MSO providing such services in the country. YourCompany is a Category-A ISP and it covers both retail and corporate segments. Apart fromcontinuous expansion in Delhi Bangalore and Hyderabad your company has also expandedfootprint in Indore and Kolkata for offering high speed broadband services.

India has around 19.98 million wireline broadband subscribers as on 31st December 2016(As per revised definition i.e. a customer having minimum speed of 512 kbps). Cableprovides big potential for growth of broadband penetration in the country considering thecable universe of 106 million CATV homes.

As of 31st March 2016 your Company has over 0.63 million broadband subscribers withthe ARPU of Rs 670/- which makes us the largest MSO in the country having highest numberof broadband subscribers with an all India rank of being the 5th largest ISP Company inthe country. With a high quality and high capacity HFC Network your Company is wellplaced to garner a larger share of the growing broadband market. Your Company successfullyimplemented DOCSIS 3.0 high speed broadband service in many cities for broadband businessand has received a good response to the same across Mumbai Bangalore Pune Hyderabad andDelhi. At present we are providing 50 Mbps speed to our DOCSIS 3.0 customers and we arefurther augmenting our network to provide 100 MBPS speed in future.

Your Company has also launched GPON Fibre to home services in Kolkata with ZTE astechnology partner. Using this latest technology your Company has built capability forproviding up to 1 GBPS speed on mass scale. We will be gradually implementing thistechnology for premium consumers in other markets also.

Your company has also upgraded subscriber management system to QPS. This is latest andone of the best available global technology from CISCO. This also makes yourCompany’s business model more sustainable and gives all of you healthy return ofincome. Your company has also renewed association with international Lawn Tennis playerMs. Sania Mirza as brand ambassador to ensure that there is further improvement ofcustomer perception about our services.

c) Consolidated Accounts:

The consolidated financial statements of your Company for the financial year 2015-2016are prepared in compliance with applicable provisions of the Companies Act 2013Accounting Standards and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as prescribed by the Securities and Exchange Board of India (SEBI).

d) Report on performance of subsidiaries associates and joint venture Companies:

A statement containing the performance and financial position of each of thesubsidiaries associates and joint venture companies for the year ended 31st March 2016is given pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 and 8 ofthe Companies (Accounts) Rules 2014 in AOC-1 in Annexure-I to this report.

Details of Companies/entities which have become or ceased as subsidiary companyassociates and joint ventures during the year under review are as under:

Name of the Company Relationship with the Company Details of changes Date of change
GTPL KCBPL Broad Band Pvt. Ltd. Subsidiary Company Became subsidiary of GTPL Hathway Private Limited 14.03.2015
GTPL Junagadh Network Pvt Ltd Subsidiary Company Became subsidiary of GTPL Hathway Private Limited 15.03.2016
GTPL Deesha Cable Net Pvt Ltd Subsidiary Company Became subsidiary of GTPL Hathway Private Limited 17.09.2015
GTPL Kaizen Infonet Pvt. Ltd Wholly Owned Subsidiary Company Acquired 100% shares 01.04.2015
GTPL Meghana Distributors Pvt. Ltd. Wholly Owned Subsidiary Company Acquired 100% shares 17.11.2015
GTPL Abhilash Communication Pvt. Ltd. Subsidiary Company Became subsidiary of GTPL Hathway Private Limited 15.06.2015
GTPL Chelikam Networks (India) Pvt. Ltd. Subsidiary Company Became subsidiary of GTPL Hathway Private Limited 23.05.2015
Vizianagar Citi Communications P. Ltd. Subsidiary Company Became subsidiary of GTPL Hathway Private Limited 01.11.2015

The financial statements of the subsidiary companies and related information areavailable for inspection by the members at the Registered Office of your Company duringbusiness hours on all days except Saturdays Sundays and public holidays up to the date ofthe

Annual General Meeting as required under Section 136 of the Companies Act 2013. Anymember desirous of obtaining a copy of the said financial statements may write to theCompany Secretary at the Registered Office of your Company.

e) Management Discussion and Analysis:

The Management Discussion and Analysis forms an integral part of this Report and givesdetail of the overall industry overview business overview performance review in Cabletelevision business and broadband business key growth drivers Opportunities and threatsrisks and concerns internal control systems and its adequacy and Human Resource.

f) Dividend:

Considering the losses incurred during the year under review your Directors have notrecommended any dividend for the financial year under review.

g) Transfer to reserves:

In view of losses incurred during the year under review your Directors have notrecommended transfer of any amount to reserves during the financial year under review.

h) Revision of financial statement:

There was no revision of the financial statements for the year under review.

i) Deposits:

Your Company has not accepted any public deposits during the year under review withinthe meaning of Sections 73 and 74 of the Companies Act 2013 read together with theCompanies (Acceptance of Deposits) Rules 2014.

h) Disclosures under section 134(3)(l) of the Companies Act 2013:

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company’s financial position have occurred between the end of thefinancial year of the Company and date of this report.

i) Disclosure of Internal Financial controls:

The Company’s internal controls are commensurate with its size and the nature ofits operations. These have been designed to provide reasonable assurance with regard torecording and providing reliable financial and operational information complying withapplicable statutes safeguarding assets from unauthorised use executing transactionswith proper authorisation and ensuring compliance of corporate policies. The Company has awell- delegation of power with authority limits for approving revenue as well asexpenditure. It uses a state-of-the-art enterprise resource planning (ERP) system torecord data for accounting and management information purposes and connects to differentlocations for efficient exchange of information. It has continued its efforts to align allits processes and controls with global best practices.

In continuation of Company’s plan for implementation of internal financial controlduring Phase II the management had appointed an external consultant and formed anInternal Team to document and evaluate the design adequacy and operating effectiveness ofthe Internal Financial Controls of the Company. Entity Level Control framework documenthas been documented. The documentation of process maps and key controls has been completedfor all material operating processes. Further during financial year 2015- 16 managementtesting has been conducted on a sample basis for all key processes and remedial action hasbeen taken or agreed upon with a finite closure date where control weaknesses wereidentified. The Management

Audit Team (MAT) has also conducted a review of the Internal Financial Controls andremedial action has been taken or agreed upon with a finite closure date where in controlweaknesses were identified.

There is no material financial controls related observations outstanding as at March31 2016.

Based on the above the management believes that adequate Internal Financial Controlsexist in relation to its Financial Statements.

j) Particulars of loans guarantees investments and securities:

The Company being engaged in the business of providing infrastructure facilities theprovisions of Section 186 of the Companies Act 2013 are not applicable and accordinglydisclosure of details with respect to investment made loan given guarantee given andsecurity made during the Financial Year 2015-16 in terms of Section 186(4) of the Act isnot applicable.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. Brahmal Vasudevan (DIN 00242016) Independent Director of the Company resigned fromthe Board w.e.f January 13 2016.

In accordance with the provisions of the Companies Act 2013 none of the IndependentDirectors is liable to retire by rotation.

As per the provisions of Section 152 of the Companies Act 2013 Mr. Rajan Raheja (DIN:00037480) shall retire by rotation at the ensuing Annual General Meeting and beingeligible offers himself for re-appointment. Your Directors recommend the same for yourapproval.

Mr. Ganapathy Subramaniam resigned from the Board as Chief Financial Officer w.e.f 12thFebruary 2016 and Mr. Vineet Garg succeeded him as Chief Financial Officer with immediateeffect i.e. w.e.f 12th February 2016.

b. DECLARATIONS BY INDEPENDENT DIRECTORS:

Your Company has received declarations from all the Independent Directors under Section149(6) of the

Companies Act 2013 confirming their independence vis- -vis the Company.

3. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES

A. BOARD MEETINGS:

The Board of Directors met 6 times during the financial year ended 31st March 2016 inaccordance with the provisions of the Companies Act 2013 and rules made thereunder.

The dates on which the Board of Directors met during the financial year under revieware as under:

Sr. No. Date of the Board Meeting
1 29th May 2015
2 11th August 2015
3 15th October 2015
4 6thNovember 2015
5 26th November 2015
6 12th February 2016

b. DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the

Company for the year ended 31st March 2016 the Board of Directors hereby confirmthat:

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March 2016 and ofthe loss of the Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively.

f. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively;

c. NOMINATION AND REMUNERATION COMMITTEE:

Consequent upon resignation of Mr. Brahmal Vasudevan from the Board w.e.f 13th January2016 the Nomination and Remuneration Committee was reconstituted by the Board ofDirectors of the Company in accordance with the requirements of Section 178 of the Act.

The composition of the Reconstituted committee is as under:

Sr. No. Name of the Member Designation
1 Mr. Sasha Mirchandani Chairman
2 Mr. Viren Raheja Member
3 Mr. Akshay Raheja Member
4 Mr. Sridhar Gorthi Member
5 Mr. Devendra Shrotri Member

The Board of Directorshas in accordance with the provisions of sub-section (3) ofSection 178 of the Companies Act 2013 formulated the policy setting out the criteria fordetermining credentials positive attributes independence of a Director and policyrelating to remuneration for Directors Key Managerial Personnel and other employees.

d. AUDIT COMMITTEE:

Consequent upon resignation of Mr. Brahmal Vasudevan from the Board w.e.f 13th January2016 the Audit Committee was reconstituted pursuant to the provisions of Section 177 ofthe Companies Act 2013. The composition of the Audit Committee is in conformity with theprovisions of the said section. The Reconstituted Audit Committee comprises of:

Sr. No. Name of the Member Designation
1 Mr. Sridhar Gorthi Chairman
2 Mr. Viren Raheja Member
3 Mr. Sasha Mirchandani Member
4 Mr. Devendra Shrotri Member
5 Ms. Ameeta Parpia Member

The scope and terms of reference of the Audit Committee are in accordance with section177 of the Companies Act 2013 Audit Charter adopted by the Board of Directors in theirmeeting held on 11th February 2015 and the applicable provisions of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

During the year under review the Board of Directors of the Company had accepted allthe recommendations of the Committee.

e. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to Section 178 of the Companies Act 2013 the Board of Directors of theCompany has reconstituted the Stakeholder’s Relationship Committee comprising of:

Sr. No. Name of the Member Designation
1 Mr. Vinayak Aggarwal Chairman
2 Mr. Viren Raheja Member
3 Mr. Jagdishkumar G. Pillai Member

The Company Secretary acts as the Secretary of the Stakeholders’ RelationshipCommittee.

f. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of Company has pursuant to the provisions of Section 178(9) ofthe Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed "Vigil Mechanism Policy" for Directors and employeesof the Company to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.

The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee.

Your Company is committed to adhere to the highest standards of ethical moral andlegal conduct of business operations.

g. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has designed Risk Management Policy andGuidelines to avoid events situations or circumstances which may lead to negativeconsequences on the Company’s businesses and define a structured approach to manageuncertainty and to make use of these in their decision making pertaining to all businessdivisions and corporate functions. Key business risks and their mitigation are consideredin the annual/strategic business plans and in periodic management reviews.

h. CORPORATE SOCIAL RESPONSIBILITY POLICY:

As per the provisions of Section 135 of the Companies Act 2013read with Companies(Corporate Social Responsibility Policy) Rules 2014 and any amendment thereof the Boardof Directors has constituted a Corporate Social Responsibility (CSR) Committee as under:

Sr. No. Name of the Member Designation
1 Mr. Devendra Shrotri Chairman
2 Mr. Jagdishkumar G. Pillai Member
3 Mr. Vinayak Aggarwal Member

The Board of Directors of the Company has approved CSR Policy based on therecommendation of the CSR Committee. Since the Company has no profits in preceding 3financial years no amount was required to be spent for corporate social responsibilityactivities.

The CSR Policy of the Company is available on the Company’s website and can beaccessed in the link provided herein below:http://www.hathway.com/assets/InvFile/HCDL_CSR_ Policy.pdf

i. ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARD:

The performance of the Board of Directors and its Committees individual Directors wasevaluated in the meeting of the Board of Directors held on 12th February 2016 and thesame was recorded as satisfactory.

j. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURES ASPER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014:

The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year under review and Statement containing theparticulars of employees in accordance with Rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is given in Annexure - II.

4. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2016:

The observations made by the Statutory Auditors in their report for the financial yearended 31st March 2016 read with the explanatory notes therein are self-explanatory andtherefore do not call for any further explanation or comments from the Board underSection 134(3) of the Companies Act 2013.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH 2016:

Provisions of Section 204 read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report from Practicing Company Secretary. M/s. Rathi andAssociates Company Secretaries had been appointed to issue Secretarial Audit Report forthe financial year 2015-16.

Secretarial Audit Report issued by M/s. Rathi and Associates Company Secretaries inForm MR-3 for the financial year 2015-16 forms part to this report and the same isattached as Annexure - III.

In Secretarial Audit Report M/s. Rathi and Associates quoted the followingobservation:

Pursuant to Regulation 29 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has not given theprior intimation to the Stock Exchanges(s) for convening the Board Meeting on 12thFebruary 2016.

However the Company has filed a letter dated 2nd March2016 with the stock exchangesrequesting for taking a lenient and sympathetic view of the said omission.

In this regard the Board of Directors would like to state that said intimation wasduly prepared and signed by the Company Secretary of the Company. However the saidintimation could not be sent to the exchange due to oversight on the part of the concernedstaff. The said omission in sending of the intimation to the exchange was purelyunintentional and occurred inadvertently.

c. RATIFICATION OF APPOINTMENT OF AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. G. M. Kapadia & Co Chartered Accountants theStatutory Auditors of the Company have been appointed for a term of 3 years. Howevertheir appointment as Statutory Auditors of the

Company shall be required to be ratified by the members at the ensuing Annual GeneralMeeting. The Company has received from the said Auditors that they are not to act as theAuditors and are eligible to hold the office as Auditors of the Company.

ratification Necessary resolution for of appointment of the said Auditors is includedin the Notice of AGM for seeking approval of members.

d. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies

Act 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairsfrom time to time and as per the recommendation of the Audit Committee the Board ofDirectors at their meeting held on 26th May 2016 appointed M/s. Ashok Agarwal & CoCost Accountants as the Cost

Auditors of the Company for the financial year 2016- 2017. The remuneration proposed tobe paid to the Cost ratification Auditor subject to the by the members at the ensuingAnnual General Meeting would not be exceeding Rs 575000/- (Rupees Five Lakh Seventy FiveThousand only) plus reimbursement of out of pocket expenses if any. The

Cost Audit Report will be filed within the stipulated period of 180 days from theclosure of the financial year.

5. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 are furnished as under: a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 extract ofthe Annual Return for the financial year ended 31st March 2016 made under the provisionsof Section 92(3) of the Act is attached as Annexure - IV which forms part of thisReport.

b. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The particulars as required under the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are furnished in Annexure - V which forms part of this Report.

c. RELATED PARTY TRANSACTIONS:

During the financial year 2015-16 your Company has entered into transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 read withCompanies (Specification of Definitions Details) Rules 2014 and any amendment thereofwhich were in the ordinary course of business and on arms’ length basis and inaccordance with the provisions of the Companies Act 2013 Rules issued thereunder andRegulation 34(3) and 53(f) and Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. During the financial year 2015-16 there were notransactions with related parties which qualify as material transactions under theapplicable provisions of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

d. CORPORATE GOVERNANCE: (Applicable to Companies giving remuneration as per Section IIof Schedule V):

All elements of remuneration package such as salary benefits bonuses stock options pension etc. of all the directors (Applicable only in case of Managing Director) Rs 227.45 Lacs
Details of fixed component and performance linked incentives along with the performance criteria Rs 202.45 Lacs (Fixed)
Rs 25 Lacs (Variable)
Service contracts notice period severance fees -
Stock option details if any and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable -

6. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwiseas per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014.

3. Issue of sweat equity shares to employees of the Company as per provisions ofSection 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital andDebenture) Rules 2014.

4. Issue of equity shares under Employees Stock Option Scheme during the year underreview and hence no information as per provisions of Section 62(1)(b) of the Act read withRule 12(9) of the Companies (Share Capital and Debenture) Rules 2014.

5. Instances of exercising of voting rights in respect of shares purchased directly byemployees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) ofCompanies (Share Capital and Debentures) Rules 2014

6. Payment of remuneration or commission from any of its Holding or subsidiaryCompanies to the Managing Director or the Whole-time Directors of the Company.

7. Significant or material orders passed by the Regulators or Courts or Tribunals whichimpact the going concern status and Company’s operations in future.

8. Cases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

9. There were no frauds reported by the Auditor of the Company pursuant to sub-section12 of Section 143 of the Companies Act 2013.

7. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers shareholders suppliersbankers business partners/associates financial institutions and Central and StateGovernments for their consistent support and encouragement to the Company.

For and on behalf of the Board
Jagdishkumar G. Pillai Vinayak Aggarwal
Managing Director & CEO Director
DIN 00036481 DIN 00007280
Date: 26/05/2016
Place: Mumbai

Registered Office

Rahejas 4th Floor Corner of Main Avenue & V. P. Road Santacruz West Mumbai400054 CIN: L64204MH1959PLC011421 Tel No. 022-26001306 Fax No. 022-26001307Mail:info@hathway.net website: www.hathway.com

ANNEXURE I

AOC-I Part - A

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIALS STATEMENTS OF SUBSIDIARIESASSOCIATES COMPANIES AND JOINT VENTURES PURSUANT TO SECTION 129 (3) OF THE COMPANIES ACT2013 READ WITH RULE 5 AND 8 OF THE COMPANIES (ACCOUNTS) RULES 2014

Reporting period : 01/04/2015 to 31/03/2016 & Reporting Currency in INR

SI. No. Name of the Subsidiary Note Share Capital Reserves and Surplus Total Assets Total Liabilities Investments Turnover Profit before taxation Provision for taxation Profit after taxation Proposed Dividend % of Shareholding
1 Channels India Network Pvt. Ltd. 0.09 (1.41) 0.02 1.34 - 0.00 (0.00) - (0.00) N.A 95.63%
2 Vision India Network Pvt. Ltd. 0.09 (2.15) 0.01 2.07 - 0.00 (0.00) - (0.00) N.A 100.00%
3 Liberty Media Vision Pvt. Ltd. 0.01 (2.25) 0.10 2.34 - 0.00 (0.01) - (0.01) N.A 100.00%
4 Ideal Cables Pvt. Ltd. 0.08 (0.89) 0.01 0.82 - - (0.00) - (0.00) N.A 100.00%
5 Hathway Channel 5 Cable & Datacom Pvt. Ltd. 0.49 (0.96) 3.34 3.81 - 0.00 (1.16) - (1.16) N.A 51.00%
6 Bee Network & Communication Pvt. Ltd. 0.10 (1.44) - 1.34 - 0.00 (0.00) - (0.00) N.A 100.00%
7 Elite Cables Network Pvt. Ltd. 0.06 (0.08) - 0.02 - 0.00 (0.00) - (0.00) N.A 80.00%
8 Binary Technology Transfers Pvt. Ltd. 0.01 (1.63) - 1.62 - - - - - N.A 100.00%
9 Hathway Media Vision Pvt. Ltd. 0.07 0.80 6.37 5.50 2.46 0.22 (0.00) - (0.00) N.A 100.00%
10 UTN Cable Communication Pvt. Ltd. 0.66 (6.61) 8.12 14.07 - 8.64 (2.99) (0.01) (2.98) N.A 96.27%
11 ITV Interactive Media Pvt. Ltd. 0.08 (0.50) 0.03 0.45 - 0.00 (0.00) - (0.00) N.A 100.00%
12 Chennai Cable Vision 0.18 (2.18) 0.00 2.00 - 0.00 (0.03) - (0.03) N.A 75.99%
Network Pvt. Ltd.
13 Hathway Universal Cabletel & Data com Pvt. Ltd. 2.02 (0.02) 2.80 0.81 2.00 0.00 (0.01) - (0.01) N.A 100.00%
14 Win Cable & Data com Pvt. Ltd. 0.21 (19.78) 0.65 20.23 - 0.00 (0.00) - (0.00) N.A 100.00%
15 Hathway Space Vision 0.01 (1.05) 0.00 1.04 - 0.00 (0.00) - (0.00) N.A 100.00%
Cabletel Pvt. Ltd.
16 Hathway Software 0.66 (1.55) 11.60 12.49 0.00 6.00 (3.82) (0.00) (3.82) N.A 84.04%
Developers Pvt. Ltd.
17 Hathway Nashik Cable 0.05 (9.81) 0.70 10.46 - 0.00 (0.00) - (0.00) N.A 90.06%
Network Pvt. Ltd.
18 Hathway Cnet Pvt. Ltd. 0.10 (0.53) 0.02 0.45 - 0.00 (0.00) - (0.00) N.A 100.00%
19 Hathway United Cables 0.01 (0.03) 0.16 0.18 0.00 0.00 (0.00) - (0.00) N.A 100.00%
Pvt. Ltd.
20 Hathway Internet Satellite Pvt. Ltd. 0.01 (1.62) - 1.61 - - - - - N.A 100.00%
21 Hathway Krishna Cable Pvt. Ltd. 7.71 (1.90) 15.09 9.28 0.00 10.19 (6.54) (0.03) (6.51) N.A 100.00%
22 Hathway Mysore Cable 1.04 (4.10) 8.97 12.02 0.00 3.96 (5.99) (0.03) (5.96) N.A 83.87%
Network Pvt. Ltd.
23 Hathway Prime Cable & Datacom Pvt. Ltd. 0.45 (0.35) 0.42 0.32 - 0.69 0.38 (0.01) 0.39 N.A 51.00%
24 Hathway Gwalior Cable 0.01 (0.68) 0.07 0.73 - - (0.04) - (0.04) N.A 100.00%
& Datacom Pvt. Ltd.
25 Hathway Digital Saharanpur Cable and Datacom Pvt. Ltd. 0.02 (2.25) 1.72 3.95 - 1.61 (0.64) - (0.64) N.A 51.00%
26 Hathway Enjoy Cable Network Pvt. Ltd. 0.01 (0.00) 0.01 0.01 - 0.00 (0.00) - (0.00) N.A 100.00%
27 Hathway JMD Farukhabad Cable & Datacom Pvt. Ltd. 0.01 (0.01) 0.01 0.00 - 0.00 (0.00) - (0.00) N.A 100.00%
28 Hathway Kokan Crystal Cable Network Pvt. Ltd. 0.15 3.10 6.04 2.79 - 2.84 (1.10) (0.19) (0.91) N.A 96.36%
29 Hathway Latur MCN Cable & Datacom Pvt. Ltd. 0.10 (0.61) 2.14 2.64 0.00 3.04 (0.04) 0.04 (0.08) N.A 51.00%
30 Hathway MCN Pvt. Ltd. 1.89 6.80 16.82 8.13 0.41 17.23 (1.64) (0.40) (1.24) N.A 51.00%
31 Hathway Sonali OM Crystal Cable Pvt. Ltd. 1 0.10 (11.02) 18.71 29.64 - 19.79 (8.54) (0.23) (8.30) N.A 51.00%
32 Hathway ICE Television Pvt. Ltd. 0.20 (0.79) 1.06 1.65 - 0.01 0.01 - 0.01 N.A 51.00%
33 Hathway Datacom Central Pvt. Ltd. (f.k.a. Hathway Bhaskar Multinet Pvt. Ltd.) 4 1.63 (5.32) 68.57 72.26 10.91 34.85 (33.08) - (33.08) N.A 100.00%
34 Hathway Rajesh Multichannel Pvt. Ltd. 1 0.28 (3.08) 18.01 20.80 0.01 15.81 (4.04) 0.16 (4.20) N.A 51.00%
35 Net 9 Online Hathway Pvt. Ltd. 6 0.01 1.08 2.49 1.40 - 6.96 0.49 0.19 0.30 N.A 50.00%
36 Hathway New Concept Cable & Datacom Pvt. Ltd. 0.05 1.37 13.71 12.29 0.01 5.86 (1.69) - (1.69) N.A 100.00%
37 Hathway Sai Star Cable & Datacom Pvt. Ltd. 1 0.14 38.99 71.16 32.03 - 16.42 (7.35) 0.17 (7.52) N.A 51.00%
38 Hathway Cable MCN 5 3.36 (2.64) 3.04 2.31 0.69 3.21 (0.06) 0.08 (0.14) N.A 45.05%
Nanded Pvt. Ltd.
39 Hathway Palampur 0.03 1.18 1.80 0.59 - 1.27 0.08 0.02 0.06 N.A 51.00%
Cable Network Pvt. Ltd.
40 Hathway Mantra Cable & Datacom Pvt. Ltd. 0.01 (6.40) 8.62 15.02 - 12.50 (3.87) - (3.87) N.A 98.00%
41 Hathway Dattatray Cable Network Pvt. Ltd. 1 0.04 (0.41) 11.84 12.21 - 5.55 (3.45) (1.06) (2.40) N.A 51.00%
42 Hathway CBN Multinet Pvt. Ltd. (f.k.a. Hathway Bhaskar CBN Multinet Pvt. Ltd. ) 2 0.05 1.84 4.99 3.10 - 3.87 (0.58) 0.01 (0.59) N.A 51.00%
43 Hathway CCN Multinet Pvt. Ltd. (f.k.a. Hathway Bhaskar CCN Multinet Pvt. Ltd. ) 2 0.48 2.65 12.80 9.68 - 6.72 0.05 (0.02) 0.07 N.A 51.00%
44 Hathway CCN Entertainment (India) Pvt. Ltd. (f.k.a. Hathway Bhaskar CCN Entertainment (India) Pvt. Ltd.) 2 0.50 2.26 7.16 4.40 - 4.59 0.58 0.18 0.40 N.A 51.00%
45 Hathway Bhaskar CCN Multi Entertainment Pvt. Ltd. 2 0.01 0.41 2.43 2.01 - 1.45 0.20 0.01 0.19 N.A 70.00%
46 Hathway Bhawani Cabletel & Datacom Ltd. 4 8.10 (11.86) 13.60 17.37 0.55 16.69 (2.37) - (2.37) N.A 51.60%
47 Hathway Bhawani NDS Network Pvt. Ltd. 7 1.55 (1.55) 0.54 0.54 - 1.04 (0.19) - (0.19) N.A 26.32%
48 Hathway SS Cable & Datacom LLP 1.18 - 3.40 2.22 - 1.03 (0.68) - (0.68) N.A 50.99%
49 Hathway Broadband Pvt. Ltd. 2.50 0.18 2.68 0.00 - 0.24 0.23 0.06 0.17 N.A 100.00%
50 Hathway Universal VCN Cable Network LLP 9 3.15 (0.53) 3.47 0.85 - 0.34 (0.45) 0.10 (0.53) NA 50.97%
51 GTPL Hathway Pvt. Ltd. 6 98.35 360.26 1182.50 723.90 140.98 652.24 112.06 38.70 73.35 N.A 50.00%
52 GTPL Anjali Cable Network Pvt. Ltd. 3 0.02 2.41 3.47 1.04 - 1.91 (0.20) (0.04) (0.16) N.A 30.50%
53 GTPL Solanki Cable Network Pvt. Ltd. 3 0.07 0.29 1.29 0.94 0.00 1.47 0.02 0.01 0.01 N.A 25.50%
54 GTPL Zigma Vision Pvt. Ltd. 3 0.03 0.12 0.83 0.68 0.00 0.81 (0.06) 0.00 (0.06) N.A 45.10%
55 GTPL SK Network Pvt. Ltd. 3 0.02 1.13 2.52 1.37 0.00 2.04 (0.03) (0.01) (0.03) N.A 25.50%
56 GTPL Video Badshah Pvt. Ltd. 3 0.01 2.72 4.40 1.67 0.13 1.97 0.49 0.15 0.33 N.A 25.50%
57 GTPL Broadband Pvt. Ltd. (formerly known as GTPL Kutch Network Pvt. Ltd.) 3 0.31 (0.02) 0.67 0.38 0.00 - (0.03) - (0.03) N.A 49.21%
58 GTPL City Channel Pvt. Ltd. 3 0.01 (0.01) 0.01 0.01 - - (0.00) - (0.00) N.A 25.50%
59 GTPL SMC Network Pvt. Ltd. 3 0.01 0.36 0.60 0.23 0.00 0.67 0.07 0.02 0.05 N.A 25.50%
60 GTPL Surat Telelink Pvt. Ltd. 3 0.01 0.06 1.35 1.27 - 0.00 (0.07) - (0.07) N.A 25.50%
61 GTPL Vidarbha Telelink Pvt. Ltd. 3 0.02 (3.19) 0.79 3.96 - 0.83 0.02 (0.00) 0.02 N.A 25.61%
62 GTPL Space City Pvt. Ltd. 3 0.02 1.92 2.41 0.47 - 0.32 0.00 (0.00) 0.00 N.A 25.50%
63 GTPL Vision Services Pvt. Ltd. 3 0.20 22.33 33.59 11.06 - 21.36 1.32 0.23 1.09 N.A 31.75%
64 GTPL Narmada Cyberzone Pvt. Ltd. 3 1.33 1.18 3.36 0.85 - 3.03 0.09 0.08 0.01 N.A 30.00%
65 GTPL Shivshakti Network Pvt. Ltd. 3 0.01 (0.00) 0.01 0.00 - - (0.00) - (0.00) N.A 25.50%
66 GTPL Link Network Pvt. Ltd. 3 0.20 3.04 3.75 0.51 - 2.22 (0.15) - (0.15) N.A 25.50%
67 GTPL VVC Network Pvt. 3 0.20 0.77 2.10 1.13 - 1.03 (0.41) (0.03) (0.38) N.A 25.50%
Ltd.
68 GTPL Blue Bell Network Pvt. Ltd. 3 0.01 (1.19) 0.71 1.89 - - (0.02) - (0.02) N.A 46.00%
69 GTPL Parshwa Cable Network Pvt. Ltd. 3 0.01 0.66 2.96 2.29 - 1.48 0.10 0.10 0.00 N.A 28.66%
70 GTPL Insight Channel Network Pvt. Ltd. 3 0.04 0.97 1.41 0.40 - 0.73 0.07 0.01 0.06 N.A 37.23%
71 GTPL Koltata Cable & Broadband Pariseva Pvt. Ltd. 3 8.30 27.88 161.40 125.22 - 105.84 4.96 1.81 3.15 N.A 25.56%
72 GTPL Dahod Television Network Pvt. Ltd. 3 0.02 0.90 1.68 0.76 - 1.00 (0.03) (0.01) (0.02) N.A 25.50%
73 GTPL Jay Santoshima Network Pvt. Ltd. 3 0.10 2.21 3.76 1.45 - 2.31 0.03 (0.01) 0.04 N.A 25.50%
74 GTPL Sorath Telelink Pvt. Ltd. 3 0.10 1.83 3.10 1.17 0.00 1.56 0.14 0.06 0.08 N.A 25.50%
75 Gujarat Telelink East 3 0.01 (0.00) 0.42 0.41 - - (0.00) - (0.00) N.A 25.50%
Africa Ltd.
76 GTPL Shiv Network Pvt. Ltd. 3 0.02 0.31 0.51 0.18 - 0.20 0.00 0.00 0.00 N.A 25.61%
77 GTPL DCPL Pvt. Ltd. 3 16.26 (0.39) 35.82 19.95 - 13.21 0.13 0.04 0.09 N.A 25.50%
78 GTPL Bansidhar Telelink Pvt. Ltd. 3 0.02 0.06 1.80 1.72 - 2.20 (0.00) 0.03 (0.03) N.A 25.50%
79 GTPL Sharda Cable Network Pvt. Ltd. 3 0.01 (0.13) 0.30 0.42 - 0.13 0.00 - 0.00 N.A 25.50%
80 GTPL Ahmedabad Cable Network Pvt. Ltd. 3 0.02 0.71 1.92 1.20 - 1.27 (0.45) - (0.45) N.A 25.50%
81 DL GTPL Cabnet Pvt. Ltd. 36&8 0.07 9.48 49.61 40.06 0.28 35.18 2.80 0.90 1.90 N.A 13.00%
82 GTPL V & S Cable Pvt. 3 4.60 (3.69) 12.81 11.90 - 6.56 (0.43) 0.16 (0.59) N.A 25.50%
Ltd.
83 GTPL Video Vision Pvt. Ltd. 3 0.01 0.27 1.25 0.96 - 2.18 0.23 0.07 0.16 N.A 25.50%
84 Vaji Communications Pvt. Ltd. 3 6.46 (7.35) 9.55 10.44 - 3.45 (1.50) (0.12) (1.73) N.A 25.50%
85 GTPL Junagadh 3 0.01 0.08 0.39 0.29 - 0.04 0.00 (0.00) 0.00 N.A 25.50%
Network Pvt. Ltd.
86 GTPL Deesha Cable net Pvt. Ltd. 3 0.01 0.00 12.17 12.16 - 0.59 0.01 0.00 0.00 NA 25.50%
87 GTPL Kaizen Infonet Pvt. Ltd. 3 0.01 0.99 2.17 1.17 - 4.89 0.51 0.17 0.34 NA 50.00%
88 GTPL Meghana Distributors Pvt. Ltd. 3 0.01 (0.02) 2.13 2.13 - 0.28 (0.02) - 0.02 NA 50.00%
89 GTPL Abhilash Communication Pvt. Ltd. 3 2.50 0.03 7.23 4.70 - 2.11 0.28 0.10 0.19 NA 25.50%
90 GTPL Chelikam Networks (India) Pvt. Ltd. 3 3.15 0.72 9.66 5.80 - 5.89 0.93 0.20 0.73 NA 25.50%
91 Vizianagar Citi Communications Pvt. Ltd. 3 1.00 0.38 13.98 12.61 - 1.18 0.39 0.03 0.37 NA 25.50%
92 GTPL KCBPL Broadband Pvt. Ltd. 8 2.84 (3.25) 139.76 140.17 - 0.26 (0.35) - (0.35) NA 25.55%
93 DL GTPL Broadband Pvt. Ltd. 10 5.00 3.87 34.80 25.92 - 60.93 5.62 1.75 3.87 NA 13.00%

Note:

1 The company has consolidated the provisional accounts Refer Note No. 4.02 (B) ofNotes to Accounts of the Consolidated Financial Statements. Hence details given as perlast Management Signed Accounts as on March 31 2016

2 Held through subsidiary Hathway Central Datacom Pvt. Ltd.

3 Held through subsidiary Gujarat Telelink Pvt. Ltd.

4 Partly held directly by Hathway and partly through its subsidiary Hathway MediaVision Pvt. Ltd..

5 Held through subsidiary Hathway MCN Pvt. Ltd.

6 Subsidiary based on our Company’s right to appoint majority of directors on theboard of Company.

7 Held through subsidiary Hathway Bhawani Cabletel & Datacom Pvt. Ltd.

8 Held through subsidiary GTPL Koltata Cable & Broadband Pariseva Pvt. Ltd.

9 Held through subsidiary Hathway Universal Cabletel & Datacom Pvt. Ltd.

10 Held through subsidiary DL GTPL Cabnet Pvt. Ltd.

AOC - I PART - B:

Statement Pursuant to section 129(3) of the Companies Act 2013 Relating to AssociateCompanies and Joint Ventures

(Rs in Crore unless otherwise stated)

Sr. No Name of Associates/Joint Ventures Pan Cables Services Pvt. Ltd. Hathway VCN Cablenet Pvt. Ltd. Hathway Sukhamrit Cable and Datacom Pvt. Ltd.
1 Latest Audited Balance Sheet 31 March 2016 31 March 2016 31 March 2015
2 Shares of Associate/Joint Ventures held by the Company on the year end
No. 10 12520 71175
Amount of Investment in Associates/ Joint Venture 0.00 0.10 4.02
Extend of Holding % 33.33% 25.03% 49%
3 Description of how there is significant influence The Holding Company by virtue of the Share Holding Agreement signed with JV Partners has power to participate in the Operations and Financial activities of the Company The Holding Company by virtue of the Share Holding Agreement signed with JV Partners has power to participate in the Operations and Financial activities of the Company The Holding Company by virtue of the Share Holding Agreement signed with JV Partners has power to participate in the Operations and Financial activities of the Company
4 Reason why the Associate/Joint Venture is not Consolidated NA NA NA
5 Networth attributable to Shareholding as per latest audited Balance sheet -0.62 -8.10 15.05
6 Profit/Loss for the year
(i) Considered in Consolidation - - -
(ii)Not Considered in Consolidation - - -

 

For and on behalf of the Board of Directors of
Hathway Cable and Datacom Limited
VINEET GARG JAGDISH KUMAR G PILLAI
Chief Financial Officer DIN : 00036481
Managing Director & C.E.O
AJAY SINGH VINAYAK AGGARWAL
FCS - 5189 DIN : 00007280
Head-Legal Company Secretary and Chief Compliance Officer Director
Mumbai Mumbai
Dated : May 26 2016 Dated : May 26 2016

ANNEXURE II

DISCLOSURE FOR RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE’SREMUNERATION AND OTHER DETAILS AS PER RULE 5 OF THE COMPANIES (APPOINTMENT &REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

Median Remuneration: Rs 663000 per annum

Director:Remuneration paid to Managing Director & CEO: Rs 22744999 per annum

The percentage increase in the median remuneration of employees in the financial year:24%

The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year:

Sr. No. Name of the Director*/ KMP & their Designation Remuneration of Director/ KMP for financial year 2015-16 (Amount in Rs) % increase in Remuneration in the Financial Year 2015-16 Ratio of remuneration of each Director/ to median remuneration of employees Comparison of the Remuneration of the Directors/KMP against the performance of the Company
1. Mr. Jagdishkumar G. Pillai Managing Director & CEO 22744999 17.56 34.31 The standalone turnover of the Company has increased from Rs 1038.10 Crores to Rs 1193.30
2. Mr. G. Subramaniam Former Chief Financial Officer (01/04/2015 to 12/02/2016) 8763394 1.90 13.22 Crores and the consolidated turnover of the Company has increased from Rs 1858.74 Crores to Rs 2105.13 at end of the financial year ended 31st
3. Mr. Vineet Garg Chief Financial Officer (12/02/2016 to 31/03/2016) 988621 0 1.49 March 2016. The remuneration of Managing Director is Rs 22744999 as compared to remuneration of Key managerial personnel (CSCFO) aggregating to Rs 14089582.
4. Mr. Ajay Singh Head- Legal Company Secretary & Chief Compliance Officer 4337567 58.75 6.54

*Note 1: Remuneration paid only to Managing Director & CEO & not to otherdirectors.

Note 2: The key parameters for component of remuneration availed by the directors are(i) Fixed Components: Basic Salary Contribution to Provident Fund & Allowances (ii)Variable components: Performance incentives & Long term incentives.

There were 599 permanent employees on the rolls of the Company.

Variations in the market capitalization of the Company price earning ratio as at theclosing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer in case of listedcompanies and in case of unlisted companies the variations in the net worth of theCompany as at the close of the current financial year and previous financial year:

As on 31st March 2016 As on 31st March 2015
(Current F.Y.) (Previous F.Y.)
Market Capitalisation Rs 3218.17 Crores Rs 4069.42 Crores
Price Earnings Ratio Not Applicable Not Applicable

 

As on 31st March 2016 (Current F.Y.) As on 31st March 2015 (Previous F.Y.)
Percentage increase over decrease in the market quotations of the shares of the Company as compared with last public offer rate As on Market Value Face Value % increase Year on Year % increase As on Market Value Face Value % increase Year on Year % increase
(Rs) (Rs) (Rs) (Rs)
31.03.2016 38.75 2.00 -19.27 -20.92 31.03.2015 49.00 2.00 2.08 1.10
Rate at which the Company came out with the last public offer Rs 240/- [on 19.02.2010 & Face Value Rs 10] Rs 240/- [on 19.02.2010 & Face Value Rs 10]

Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:24%

Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year: 24% Percentile increase in the managerialremuneration: 17.56% The ratio of the remuneration of the highest paid director to that ofthe employees who are not directors but receive remuneration in excess of the highest paiddirector during the year:

Highest paid Director Employees other than directors receiving remuneration in excess of the highest paid Ratio of remuneration
Director
Name of Director Remuneration received Name of Employee Remuneration received
Not Applicable

The Company hereby affirms that the remuneration is as per the remuneration policy ofthe Company.

STATEMENT PURSUANT TO RULE 5(2) OF COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014:

A. List of employees of the Company employed throughout the financial year 2015-16 andwere paid remuneration not less than Rs 60 Lakhs per annum:

Sr. No. Name Designation Date of Joining Remuneration (in Rs) Age (years) Experience (Years) Qualification Last employment and designation held
1 Jagdishkumar G. Pillai Managing Director & CEO 21-Dec-12 22744999 54 28 B.Com CA Reliance Industries Limited- President Media & Entertainment
2 Kunal Ramteke CATV Business Head of Karnataka 01-Mar-13 8200000 46 21 B.E. IIM(KOL)- Marketing Finance Reliance Communication Limited-Vice President
3 Jagadesh Babu Botta Executive Vice President 17-Apr-13 6400000 49 24 B.Com MBA (Finance) Ignite Digital- Chief Financial Officer
4 Samson Jesudas Executive Vice President 04-Feb-08 7275000 49 31 BA Hinduja Group Chief Marketing & Distribution Officer
5 Ruzbeh Jaorewalla Executive Vice President - Technical 01-Mar-13 8220667 51 29 Diploma in Electronics & Telecommunication Engineering Business India Television Private Limited- Technical Consultant
6 Shirish Ruparel Executive Vice President 16-Nov-04 8550000 39 21 B.Com CA CG CoreEL Logic Systems Limited-Senior Executive
7 Sudhir Sarin Head Operations- North and Central 02-Sep-13 8325000 49 24 BA Turner International- Senior Director Distribution
8 Vineet Garg CFO 15-Jun-14 7977959 46 21 CA Reliance Communication Limited-Vice President
9 Rajan Gupta President- Broadband Business 01-Jul-14 19155000 42 17 MBA B.Tech-Civil Engineering Tata Teleservices Limited-Chief Operating Officer
10 Tavinderjit Singh Panesar President 08-Dec-14 13900000 51 18 B. Com Star India Private Limited- Executive Vice President
11 Dulal Banerjee Executive Vice President 01-Nov-99 7985500 45 22 ICWA Indusind Media & Communication- Senior Executive
12 K K Sarathy Executive Vice President 30-Mar-15 7132796 45 25 B.Sc. M.Com MBA Tata Teleservices Limited-MBU CSD Head

1. The contractual terms of Mr. Jagdish Kumar G. Pillai are governed by the resolutionpassed by the shareholders through postal ballot on 18th December 2015.

2. None of the employees mentioned above are related to any of the Directors of theCompany within the meaning of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

3. None of the employees mentioned above hold more than 2% of the shares of yourCompany along with their spouse and dependent children.

4. All appointments are contractual and terminable by notice on either side.

5. Remuneration includes salary bonus commission various allowance contribution toprovident fund and superannuation fund and taxable value of perquisites but excludingprovision for gratuity and leave encashment.

B. Employees employed for the part of the year and were paid remuneration during thefinancial year 2015-16 at a rate which in aggregate was not less than Rs 5 Lakhsper month:

Sr. No. Name Designation Date of Joining Remuneration Age (years) Experience (Years) Qualification Last employment and designation held
1 G. Subramanium Chief Financial Officer 04-Dec-10 11156403 59 33 CA Grad CWA Mumbai International Airports Private Limited- Director Finance
2 S. Rajaraman Sr. Vice President (CATV- Commercial Operations) 27-Apr-15 6494445 40 19 CA Vijay Television Private Limited- Vice President Finance

1. None of the employees mentioned above are related to any of the Directors of theCompany within the meaning of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

2. None of the employees mentioned above hold more than 2% of the shares of yourCompany along with their spouse and dependent children.

3. All appointments are contractual and terminable by notice on either side.

4. Remuneration includes salary bonus commission various allowance contribution toprovident fund and superannuation fund and taxable value of perquisites but excludingprovision for gratuity and leave encashment.

5. Ceased to be an employee during the year.

6. Appointed as an employee during the year.

For and on behalf of the Board
Jagdishkumar G. Pillai Vinayak Aggarwal
Managing Director & CEO Director
DIN 00036481 DIN 00007280
Date: 26/05/2016
Place: Mumbai

Registered Office

Rahejas 4th Floor Corner of Main Avenue & V. P. Road Santacruz West Mumbai400054 CIN: L64204MH1959PLC011421 Tel No. 022-26001306 Fax No. 022-26001307 Mail:info@hathway.net website: www.hathway.com

ANNEXURE III

SECRETARIAL AUDIT REPORT

[Pursuant to section 204(1) of the Companies Act 2013 and rule No. 9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

FOR THE FINANCIAL YEAR ENDED 31STMARCH 2016

To

The Members

HATHWAY CABLE AND DATACOM LIMITED

Rahejas 4th Floor Corner of Main Avenue & V.P. Road Santacruz (West) Mumbai– 400 054

Dear Sirs

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate governance practices by Hathway Cableand Datacom Limited (hereinafter called "the Company"). The SecretarialAudit was conducted in a manner that provided us a reasonable basis for evaluating thecorporate conducts / statutory compliances and expressing our opinion thereon. Based ourof the Company’s books papers minute books forms and returns filed and otherrecords maintained by the Company and also the information provided by the Company itsofficers agents and authorized representatives during the conduct of secretarial auditwe hereby report that in our opinion the Company has during the audit period coveringthe Financial Year ended 31st March 2016 complied with the statutory provisions listedhereunder and also that the Company has proper Board processes and compliance mechanism inplace to the extent in the manner and subject to the reporting made hereinafter:

1. We have examined the books papers minute books forms and returns filed and otherrecords maintained by Hathway Cable and Datacom Limited (hereinafter called "theCompany") as given in Annexure I for the Financial Year ended on 31st March 2016according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade there under;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

i. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992 (effective upto 14th May 2015) and the Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations 2015(with effect from 15th May 2015);and

ii. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

2. Provisions of the following Regulations and Guidelines prescribed under theSecurities and Exchange Board of India Act1992 (‘SEBI Act’) were not applicableto the Company under the Financial Year under report:-

(i) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

(ii) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009;

(iii) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

(iv) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(v) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; and

(vi) The Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014;

3. Provisions of the Foreign Exchange Management Act 1999 and the rules andregulations made there under to the extent of

External Commercial Borrowings were not attracted to the Company under the financialyear under report.

4. We further report that having regard to the compliance system prevailing in theCompany and on examination of the relevant documents and records in pursuance thereof ontest-check basis the Company has complied with the following laws applicable to theCompany:

1. Cable Television Networks (Regulation) Act 1995 Cable Television Network(Regulation) Rules 1994 and Content

Certification Rules 2008;

2. The Cinematography Act 1952;

3. Telecom Regulatory Authority of India Act 1997;

4. Indecent Representation of Women (Prohibition) Act 1986.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by the Institute of Company Secretaries of India underthe provisions of Companies Act 2013; and (ii) The Listing Agreements entered into by theCompany with Stock Exchange(s) (upto 30th November 2015) and the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015(effective from 1st December 2015);

During the financial year under report the Company has complied with the provisions ofthe Act Rules Regulations Guidelines Standards etc. mentioned above subject tofollowing observation:

Pursuant to Regulation 29 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements)

Regulations 2015 the Company has not given the prior intimation to the StockExchange(s) for convening the Board meeting on 12th February 2016. However the Companyhas filed a letter dated 2nd March 2016 with the stock exchanges requesting for taking alenient and sympathetic view of the said omission.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors including one womandirector in compliance with the provisions of the Companies Act 2013.

Adequate Notice is given to all Directors to schedule the Board meetings agenda anddetailed notes on agenda were sent atleast seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting member’s views if anyare captured and recorded as part of the Minutes.

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

The Company has not undertaken any event/ action having a major bearing on theCompany’s affairs in pursuance of the above referred laws rules regulationsguidelines standards etc. referred to above.

For RATHI & ASSOCIATES
COMPANY SECRETARIES
HIMANSHU S. KAMDAR
PARTNER
Place: Mumbai FCS : 5171
Date: 26th May 2016 COP: 3030

Note: This report should be read with our letter of even date which is annexed asAnnexure-II and forms an integral part of this report.

ANNEXURE - I

List of documents verified

1. Memorandum & Articles of Association of the Company;

2. Annual Report for the financial year ended 31st March 2015;

3. Minutes of the Board of Directors and Audit Committee Nomination and RemunerationCommittee Stakeholders’ Relationship Committee Corporate Social ResponsibilityCommittee of the Company along with the respective Attendance Registers for meetings heldduring the Financial Year under report;

4. Minutes of General Body Meetings/ Postal Ballot(s) held during the Financial Yearunder report;

5. Proof of circulation and delivery of notice agenda and notes to agenda for Boardand Committee Meetings.

6. Proof of circulation of draft as well as certified signed Board & Committeemeetings minutes as per Secretarial Standards.

7. Policies framed by the Company viz.

- Policy on Related Party Transactions

- Policies on Material Subsidiaries

- Whistle Blower Policy

- Corporate Social Responsibility Policy

- Risk Management Policy & Framework

- Nomination & Remuneration Policy

- Code of Conduct for Independent Directors

- Hathway Cable and Datacom Limited – Code of Conduct for Employees; and

- Internal Financial Controls;

8. Statutory Registers viz.

- Register of Directors & KMP

- Register of Directors’ Shareholding

- Register of loans guarantees and security and acquisition made by the Company (FormNo. MBP-2)

- Register of Contracts with related party and contracts and Bodies etc. in whichdirectors are interested (Form No. MBP-4)

- Register of Charges (Form No. CHG-7);

9. Copies of Notice Agenda and Notes to Agenda papers submitted to all thedirectors/members for the Board Meetings and Committee Meetings as well as resolutionspassed by circulation;

10. Declarations received from the Directors of the Company pursuant to the provisionsof Section 184(1) Section 164(2) and Section 149(7) of the Companies Act 2013;

11. Intimations received from directors under the prohibition of Insider Trading Code;

12. e-Forms filed by the Company from time to time under applicable provisions of theCompanies Act 2013 and attachments thereof during the Financial Year under report;

13. Intimations / documents / reports / returns filed with the Stock Exchanges pursuantto the provisions of Listing Agreement entered with the Stock Exchanges and Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 during the financial year under report;

14. E-mails evidencing dissemination of information related to closure of Tradingwindow;

15. Internal Code of Conduct for prevention of Insider Trading by Employee/Directors/Designated Persons of the Company;

16. Compliance Certificate placed before the Board of Directors from time to time;Quarterly Related Party Transactions statements;

17. Documents filed with Stock Exchanges;

18. Details of Sitting Fees paid to all directors for attending the Board Meetings andCommittees.

ANNEXURE – II

To

The Members

HATHWAY CABLE AND DATACOM LIMITED

Rahejas 4th Floor

Corner of Main Avenue & V.P. Road Santacruz (West) Mumbai – 400054

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 theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices that we followed providea reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

For RATHI & ASSOCIATES
COMPANY SECRETARIES
HIMANSHU KAMDAR
Partner
Place: Mumbai FCS No. 5171
Date: 26th May 2016 C.P. No. 3030

ANNEXURE V

DISCLOSURE PURSUANT TO SECTION 134(3)(m) OF THE COMPANIES ACT 2013 READ WITH RULE 8 OFTHE COMPANIES (ACCOUNTS) RULES 2014

(A) Conservation of energy:

Steps taken or impact on conservation of energy Not Applicable
Steps taken by the company for utilizing alternate sources of energy Capital investment on energy conservation equipment
(B) Technology absorption:
Efforts made towards technology absorption Benefits derived like product improvement cost reduction product development or import substitution Not Applicable
In case of imported technology (imported during the last three years reckoned from the beginning of the financial
Details of technology imported Year of import Whether the technology has been fully absorbed If not fully absorbed areas where absorption has not taken place and the reasons thereof Expenditure incurred on Research and Development Not Applicable

(C) Foreign exchange earnings and Outgo:

1st April 2015 to 31st March 2016 1st April 2014 to 31st March 2015
[Current F.Y.] [Previous F.Y.]
Amount (Rs In Crores) Amount (Rs In Crores)
Actual Foreign Exchange earnings 1.63 11.68
Actual Foreign Exchange outgo 403.13 196.60

 

For and on behalf of the Board
Jagdishkumar G. Pillai Vinayak Aggarwal
Managing Director & CEO Director
DIN 00036481 DIN 00007280
Date: 26/05/2016
Place: Mumbai

Registered Office

Rahejas 4th Floor Main Avenue & V. P. Road Santacruz West Mumbai 400054 CIN:L64204MH1959PLC011421 Tel No. 022-26001306 Fax No. 022-26001307 Mail: info@hathway.netwebsite: www.hathway.com