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Hathway Cable & Datacom Ltd.

BSE: 533162 Sector: Media
NSE: HATHWAY ISIN Code: INE982F01036
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OPEN 37.85
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VOLUME 113912
52-Week high 49.45
52-Week low 27.05
P/E 95.50
Mkt Cap.(Rs cr) 3,173
Buy Price 0.00
Buy Qty 0.00
Sell Price 38.20
Sell Qty 1665.00
OPEN 37.85
CLOSE 38.05
VOLUME 113912
52-Week high 49.45
52-Week low 27.05
P/E 95.50
Mkt Cap.(Rs cr) 3,173
Buy Price 0.00
Buy Qty 0.00
Sell Price 38.20
Sell Qty 1665.00

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

Company director report

DIRECTORS' REPORT

Dear Members

Your Directors have pleasure in presenting the 57th Annual Report of the Companytogether with the Audited Statement of Accounts for the year ended 31st March 2017.

1. FINANCIAL & OPERATION OVERVIEW: a. Financial Highlights:

Your Company's performance during the year ended 31st March 2017 as compared to theprevious financial year is summarized as below:

( Rs. in Crores)

Particulars Standalone Consolidated*
2016-17 2015-16 2016-17 2015-16
Operating & Other Income 1330.50 1120.86 1368.23 1155.03
Earnings before interest depreciation amortization exceptional item share of profit of associates and JVs & taxes 260.45 191.99 221.07 139.11
Finance Cost 110.30 89.49 110.75 89.84
Depreciation & Amortization 300.76 254.49 305.75 258.86
Exceptional Items 3.49 36.35 0.74 17.37
Share of profit / (loss) of an associate and joint ventures - - 2.89 (11.01)
Provision for Taxation – MAT Credit Current Tax Deferred - - 0.34 0.29
Tax & (Excess)/Short provision for taxation in earlier years
Net Profit/(Loss) (154.11) (188.33) (192.94) (237.69)
Other Comprehensive Income/(Loss) 0.31 (2.75) 0.26 (2.83)
Total Comprehensive Income/(Loss) (153.80) (191.08) (192.68) (240.51)

* Financials for FY 2017 and FY 2016 have been prepared in compliance with applicableprovisions of Indian Accounting Standards ("IND AS") notified u/s 133 of theCompanies Act 2013 read with relevant rules issued thereunder. Please refer Notes toConsolidated Financial Statements - 4.23 (Note 12 : Subsidiaries consolidated underprevious GAAP classified as Joint Venture under IND AS).

During the year under review the total income of your Company was Rs. 1330.50 Croreson a standalone basis and Rs. 1368.23 Crores on a consolidated basis as compared to theprevious financial year's total income of Rs. 1120.86 Crores on a standalone basis andRs. 1155.03 Crores on a consolidated basis. The net loss for the year under review aftertaxation and exceptional items stood at Rs. 153.80 Crores on a standalone basis and Rs.192.68 Crores on a consolidated basis.

b. Operational Highlights:

Being in the leadership position amongst the MSO space your Company has madetremendous efforts to complete digitization of its universe and expand into newterritories. Currently the Company has digitised 94% of its cable TV universe and targetto achieve complete digitization by the next fiscal

During the year under review the broadband business has continued to performexceptionally well. With the upgradation of technology from DOCSIS 3.0 to DOCSIS 3.1 andadvent of GPON Fiber to the home the broadband business will constantly spearheadinnovation thereby delighting the customers with enhanced data limits and efficientcustomer service

Your Company's presence in cable TV services has expanded to over 525 cities and townswhereas broadband services are available in 29 locations across India with ChennaiIndore and Kolkata being the latest additions this year. During the fiscal year underreview your Company decided to carve out the cable TV business and transfer it to awholly owned subsidiary – Hathway Digital Private Limited (f.k.a Hathway DatacomCentral Private Limited) through slump sale. The rationale behind such a path breakingmove is to ensure focused attention to each division of the Company along with creation ofindependent investment structures for future fund raising.

(i) CABLE TV BUSINESS: DAS III and IV

During the year the Company has significantly expanded its presence in DAS III and IVmarkets by growing its active base predominantly in Karnataka

West Bengal and Odisha. The mandated sunset date for analogue signals in DAS III marketwas 31st January 2017 and in DAS IV was 31st March 2017. Subsequent to analogue switchoff date the Company has begun a gradual implementation of "Hathway Connect" inPhase III and Phase IV markets.

New regulation

During the year the regulator TRAI notified a new set of regulations to govern theindustry. However pursant to the challenge to these regulations by Star India PrivateLimited and Vijay Telivision Private Limited the same are currently stayed. The proposedregulation envisages sweeping changes in the existing model and is expected to benefit allthe stakeholders in the value chain (viz) Broadcaster MSO LCO and

Customer. The proposed regulation is the outcome of several issues arising out offlawsand imbalances in the erstwhile regulatory regime which was skewed in favour of thebroadcaster and LCO.

With the upgradation of technology from docSiS 3.0 to docSiS 3.1 and advent of gponfiber to the home the broadband buSineSS Will conStantly Spearhead innovation therebydelighting the cuStomerS With enhanced data limitS and efficient cuStomer Service

Value Added Services

The Company in its pursuit of enhancing customer delight launched a slew of 8 uniqueadvertisement-free services spanning across several niche genres of content branded as"Hathway Special". It was a first of its kind initiative in Cable and elevatedthe positioning of your Company on par with leading DTH service providers in the country.

Your Company also launched a dedicated barker channel called "My Hathway" topromote various offering – HD PVR tiered packaging VAS in-house channels.

Your Company launched 4 new in-house channels and also undertook a brand refresh of allthe in-house channels by changing the logo and packaging elements to bring them on parwith satellite channels.

IT & Other initiatives

The Company encouraged its customers to "Go Cashless" by introducing severalonline payment options including tie up with digital wallet platforms in line with thePM's flagship "Digital India" campaign

The Company also commenced digital sign off of Interconnect agreements with LCOsthrough

"Hathway Connect".

The Company is focusing constantly on utilization of technology to automate Company'sprocess to achieve cost optimization.

(ii) BROADBAND BUSINESS:

Constant focus on network expansion your Company has added 1.2 Mn Home Pass during theyear resulting in 5.4 Mn Home Pass at the end of the year under review. This makes us thelargest

MSO providing such services in the country.

India has around 18.24 Mn wireline broadband subscribers as on 31st March 2017 (As perrevised definition i.e. a customer having minimum speed of 512 kbps). Comparing the trendon year on year basis the wireline broadband number has increased by 1.26 Mn subscribers(FY16: 16.98 Mn) [Source -TRAI report March 2017]. Your Company has added 0.27 Mncustomers during the year. Consumers increasingly prefer wireline broadband as it allowsonline media consumption and seemless accessibility of data to multiple devices while athome.

As of 31st March 2017 your Company has over 0.89 Mn broadband subscribers with theARPU of Rs. 654/- which makes us the largest MSO in the country having highest number ofbroadband subscribers. With a high quality and high capacity Hybrid Fiber Coaxial (HFC)Network your Company is well placed to garner a larger share of the growing broadbandmarket.

During the last year your Company has added new markets such as Kolkata Indore andlatest being Chennai. Now your Company is providing services in all 4 metro and all majormini metros. Your Company has introduced ultra-high speed ‘GPON FTTH'technology at Chennai. Your Company is the first MSO to provide GPON FTTH service toretail consumers.

GPON FTTH facilitates data speed up to 1 Gbps.

Your Company has deployed equipment and network is designed to provide data speed upto

1 Gbps without any incremental investment. In Chennai your Company offers data speedup to 200 Mbps and data limit upto 1 TB per consumer per month (PCPM). This clearly showsthe Company is ready with technical upgrades to give the services up to 1 Gbps speed withnearly unlimited data access (upto 1024 GB PCPM) at any point of time without any furtherinvestment and increase in cost.

During the last 3 year expansion of availability of online media in vernacular languageat reasonable cost and reduction in cost of devices there has been a shift in theconsumers' data consumption pattern. Youth of the country have started consuming more andmore media online and this has fueled the demand for high speed access of data. There hasbeen a rapid increase in consumption of data. In last 12 months it has more than doubledfrom 30 GB PCPM to 70 GB PCPM. Your Company is focusing on increasing reach of its GPONFTTH technology to existing markets first. help your Company to meet the change in dataconsumption habits thereby enhancing customer delight and offering better value for money.

Your Company has roped in versatile and popular actor R. Madhavan as the national brandambassador adding star power to drive the broadband business. It is a well-known factthat actor R. Madhavan has been among the early movers in tapping into the digitalphenomenon and we are extremely proud to have him as the face of the brand. His hugepopularity pan-India acceptance and charismatic personality as the youth icon will helpus increase our customer footprint across India. Your Company proudly welcomes the actorinto the Hathway family.

c) Consolidated Accounts:

The consolidated financial statements of your Company for the financial year 2016-2017are prepared in compliance with applicable provisions of the Companies Act 2013 IndianAccounting

Standards ("Ind AS") notified u/s 133 of the

Companies Act 2013 and relevant rules issued thereunder and SEBI (Listing Obligationsand

Disclosure Requirements) Regulations 2015

(SEBI(LODR)) as prescribed by the Securities and

Exchange Board of India.

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 2017is 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
Hathway Universal Cabletel and Datacom Private Limited Wholly Owned Subsidiary Company Ceased to be Wholly Owned Subsidiary Company of the Company 17.03.2017
Hathway Rajesh Multi Channel Private Limited Subsidiary Company Ceased to be Subsidiary Company of the Company 16.03.2017
Name of the Company Relationship with the Company Details of changes Date of change
Hathway Universal VCN Cable Network LLP Limited Liability Partnership Hathway Universal Cabletel and Datacom Private Limited a wholly owned subsidiary of the Company ceases to be a designated partner in Hathway Universal VCN Cable Network LLP Note 1

Note 1 - Hathway Universal Cabletel and Datacom Private Limited ceased to be adesignated partner vide MOU dated 21st October 2016 while the retirement deed wasexecuted on 4th January 2017.

The financial statements of the subsidiary companies and related information areavailable for inspection by the members at the Registered Office of your

Company during business hours on all days except Saturdays Sundays and public holidaysup to the date of the Annual General Meeting (AGM) as required under Section 136 of theCompanies Act 2013. Any member desirous of obtaining a copy of the said financialstatements may write to the Company 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 structure and development business overview financialperformance review in cable television business and broadband business key growthdrivers opportunities and threats risks and concerns internal control systems and itsadequacy.

f) Dividend:

Considering the losses incurred during the year under review your directors have notrecommended any dividend for the financial year under review. However as per Regulation43A of SEBI (LODR) since the Company falls under top five listed entities as on March 312017 the Company has formulated Dividend Distribution Policy which can be assessedthrough web link http://www. hathway.com/About/Policies.

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 the Companies(Acceptance of Deposits) Rules 2014.

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

The Company transferred its cable TV business via Slump sale to Hathway Digital PrivateLimited (f.k.a Hathway Datacom Central Private Limited) a wholly owned subsidiary companyof the Company effective close of business hours as of 31st March 2017.

k) Disclosure of Internal Financial Controls:

Your Company's internal controls are commensurate with its size and the nature of itsoperations. 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.

Your Company has a well-defined delegation of power with authority limits for approvingrevenue as well as expenditure. Your Company uses an enterprise resource planning (ERP)system to record data for accountinghundredand management information purposes andconnects to different locations for efficient exchange of information. The

Company had already developed and implemented a framework for ensuring internalcontrols over financial reporting. This framework includes entity level policies processand operating level standard operating procedures. It has continued its efforts to alignall its processes and controls with global best practices.

The entity level policies include code of conduct whistle blower policy and otherpolices (like organization structure insider trading policy HR policy ElectronicCommunication policy and Forex policy). The Company has also prepared Risk Control Matrix(RCM) for each of its processes like procure to pay order to cash treasury fixedassets inventory etc.

The Management Audit Team (MAT) had conducted a review and evaluated the designadequacy and operating effectiveness of the Internal Financial Controls of the Company.Management testing has been conducted on a sample basis for Revenue ISP Revenue Cable TVExpenses & payables Fixed Assets Inventory Procure to pay processes BorrowingsInvestments Leases Forex Exposure and Hedging Compliances

Related Party Consolidation Retirement Benefit

Finalisation Loans & Advances Contingent Liability and remedial action has beentaken or agreed upon with a finite closure date where control weaknesses were identified.A summary of operating controls covered during the year are as follows:

Sr. No. Particulars No.
1 Total controls 1066
2 Controls verified 1006
3 % of coverage 94%

During the year no reportable material weakness in design and effectiveness wasobserved.

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:

As per Section 186 (11)(a) read with Schedule VI of the Companies Act 2013 since theCompany qualifiesto be the Company providing infrastructural facilities it is exemptedfrom the applicability of Section 186 except for sub-section (1) of section 186 of theCompanies Act 2013. Accordingly disclosure of details with respect to investment madeloan given guarantee given and security made during the financial year 2016-17 in termsof

Section 186(4) of the Companies Act 2013 is not applicable.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. Biswajit Subramanian (DIN:00905348) Director of the Company resigned from theBoard w.e.f March 2 2017.

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

As per the provisions of Section 152 of the Companies Act 2013 Mr. Akshay Raheja(DIN:

00288397) and Mr. Viren Raheja (DIN: 00037592) shall retire by rotation at the ensuingAGM and being eligible offer themselves for re-appointment. Your Directors recommend thesame for your approval.

Mr. Rajan Gupta was appointed as an Additional Director and also Managing Director ofthe Company w.e.f. 25th November 2016. As per Section 161 of the Companies Act 2013 anAdditional

Director holds office upto the date of next AGM.

Accordingly the Company has received notice u/s 160 of the Companies Act 2013 alongwith the requisite deposit from a shareholder proposing the candidature of Mr. RajanGupta for the office of Director of the Company. His appointment and remuneration payableto him were approved by the shareholders through postal ballot on 13th January 2017.

b. DECLARATION 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 7 times during the financial year ended 31st March 2017 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 Meeting
1. 26th May 2016
2. 17th August 2016
3. 31st August 2016
4. 25th November 2016
5. 12th January 2017
6. 8th February 2017
7. 24th March 2017

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 2017 the Board ofDirectors hereby confirm that: a. in the preparation of the annual accounts theapplicable accounting standards had been followed along with proper explanation relatingto material departures; b. such accounting policies have been selected and appliedconsistently and the directors made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as at31st March 2017 and of the loss of the Company for that year; c. proper and sufficientcare was taken for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d. the annual accounts of the Company have beenprepared on a going concern basis; e. internal financial controls have been laid down tobe followed by the Company and that such internal financial controls are adequate and wereoperating effectively; f. proper systems have been devised to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

c. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors have 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 Senior ManagementPersonnel. Annexure-II to this report provides Nomination and Remuneration Policy.

d. AUDIT COMMITTEE:

The scope and terms of reference of the Audit Committee are in accordance withsection 177 of the Companies Act 2013 Audit Charter adopted by the Board of Directors intheir meeting held on 11th February 2015 and the applicable provisions of SEBI (LODR).

During the year under review the Board of Directors of the Company accepted all therecommendations of the Committee.

e. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

Pursuant to Section 178 of the Companies Act 2013 the Company has Stakeholders'Relationship Committee of Board of Directors.

Owing to resignation of Mr. Jagdishkumar G. Pillai as Managing Director and ChiefExecutive Officer from the Board of Directors of the Company the Committee wasreconstituted as below:

Sr. No. Name of the Member Designation
1 Mr. Vinayak Aggarwal Chairman
2 Mr. Viren Raheja Member
3 Mr. Rajan Gupta 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 have pursuant to the provisions of Section 178(9)read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 of theCompanies Act 2013 framed "Vigil Mechanism Policy" for directors and employeesof the Company. The said policy provides a mechanism which ensures adequate safeguard toemployees and directors from any victimization on raising of concerns of any violations oflegal or regulatory requirements incorrect or misrepresentation of any financialstatements and reports etc.

The employees of the Company have the right/ option to report their concern/ grievanceto the 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 have 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 manage uncertainty and to makeuse of these in their decision making pertaining to all business divisions and corporatefunctions. Key business risks and their mitigation are considered in the annual/strategicbusiness plans and in periodic management reviews.

h. CORPORATE SOCIAL RESPONSIBILITY POLICY:

As per the provisions of Section 135 read with Companies (Corporate SocialResponsibility Policy) Rules 2014 of the Companies Act 2013 and any subsequent amendmentthereof the Board of Directors have constituted Corporate Social Responsibility (CSR)Committee. However since the Company has no profits in the preceding 3 financial yearsno amount was required to be spent for corporate social responsibility activities. Hencethe Company has not undertaken any CSR initiatives during the year under review. The CSRPolicy of the Company is available on the Company's website and can be accessed in thelink 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 andChairman was evaluated and the same was recorded as satisfactory. The manner ofperformance evaluation was carried as set out in Nomination and Remuneration Policy.

j. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURES ASPER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) AMENDMENT RULES 2016:

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) Amendment Rules 2016 is given in Annexure - III.

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 2017:

The report of Statutory Auditors on accounts for the year ended 31st March 2017 formspart of the financial statement. The observations made by the Statutory Auditors in theirreport for the financial year ended 31st March 2017 read with the explanatory notestherein are self-explanatory and therefore do not call for any further explanation orcomments from the Board of Directors under Section 134(3) of the Companies Act 2013.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH 2017:

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 2016-17.

Secretarial Audit Report issued by M/s. Rathi and Associates Company Secretaries inForm MR-3 for the financial year 2016-17 forms part to this report and the same isattached as Annexure - IV.

The said report does not contain any qualification reservation or adverse remark andtherefore do not call for any further explanation or comments from the Board of Directorsunder Section 134(3) of the Companies Act 2013.

c. 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 AccountantsMumbai have completed their tenure of 3 years as Statutory Auditors of the Company. Hencethe Board of Directors at their Meeting held on 30th May 2017 proposed appointment ofM/s. Nayan Parikh & Co Chartered Accountants as the Statutory Auditors of theCompany for a term of 5 years. However their appointment as Statutory Auditors of theCompany shall be required to be approved by the members at the ensuing AGM. The Companyhas received a confirmation from the said Auditors that they are not disqualified to actas the Auditors and are eligible to hold the office as Auditors of the Company.

Necessary resolution for ratification 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 withNotifications/ Circulars issued by the Ministry of Corporate Affairs from time to time andas per the recommendation of the Audit Committee the Board of Directors at their meetingheld on 30th May 2017 appointed M/s. Ashok Agarwal & Co Cost Accountants as theCost Auditors of the Company for the financial year 2017-2018. The remuneration proposedto be paid to the Cost Auditor subject to the ratification by the members at the ensuingAGM would not be exceeding Rs. 575000/- (Rupees Five Lakh Seventy

Five Thousand only) plus reimbursement of out of pocket expenses plus applicable taxesif any. The Cost Audit Report will be filed within the stipulated period of 180 days fromthe closure of the financial year.

5. OTHER DISCLOSURES

A) OTHER DISCLOSURES AS PER PROVISIONS OF SECTION 134 OF THE COMPANIES ACT 2013 READWITH COMPANIES (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 2017 made under the provisionsof Section 92(3) of the Act is attached as Annexure -V 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 - VI which forms part of this Report.

c. RELATED PARTY TRANSACTIONS:

During the financial year 2016-17 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 in accordancewith the provisions of the Companies Act 2013 Rules issued thereunder and Regulation34(3) and 53(f) and Schedule V of SEBI (LODR). During the financial year 2016-17 therewere no transactions with related parties which qualify as material transactions under theapplicable provisions of the Companies Act 2013 and SEBI (LODR).

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

Particulars Rajan Gupta* (from 25.11.2016 to 31.03.2017) Jagdishkumar G. Pillai** (from 01.04.2016
to 25.11.2016)
All elements of remuneration package such as salary benefits 7289449 16120094
bonuses stock options pension etc. of all the directors
(Applicable only in case of Managing Director)
Details of fixed component and performance linked incentives Fixed: 7289449 Fixed:14120094
along with the performance criteria Variable: NIL Variable: 2000000
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 - -

*Appointed as Managing Director of the Company w.e.f 25th November 2016.

**Resigned as Managing Director and CEO w.e.f 25th November 2016

B) BUSINESS RESPONSIBILITY REPORT

As stated under Regulation 34(2)(f) of SEBI

(LODR) since the Company falls under top 500 listed entities based on marketcapitalization as on 31st March 2017 Business Responsibility Report needs to be preparedcovering key principles on areas like environment social governance stakeholders'relationships etc. and should form part of the Annual Report. However SEBI vide its PressRelease No. 283/2015 declared that as a green initiative the Business ResponsibilityReport can be given on the website of the Company providing website link for the same inAnnual Report.

In accordance with the aforesaid the Company has published the Business ResponsibilityReport on its website and can be accessed through web linkhttp://www.hathway.com/About/AnnualReport

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 under review and hence no information as per provisions ofSection 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital andDebenture) 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.

the 7. Significant

Regulators or Courts or Tribunals which impact the going concern status and Company'soperations in future.

8. Cases filed pursuant to the Sexual Harassment of

Women at Workplace (Prevention Prohibition 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 Regulatory bodies andCentral and State Governments for their consistent support and encouragement to theCompany.

For and on behalf of the Board

Rajan Gupta Vinayak Aggarwal
Managing Director Director
DIN 07603128 DIN 00007280
Place: Mumbai
Date: 30th May 2017