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Catvision Ltd.

BSE: 531158 Sector: Others
NSE: N.A. ISIN Code: INE660B01011
BSE 00:00 | 19 Sep 8.50 0.40
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NSE 05:30 | 01 Jan Catvision Ltd
OPEN 8.50
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VOLUME 200
52-Week high 19.80
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P/E
Mkt Cap.(Rs cr) 5
Buy Price 7.70
Buy Qty 100.00
Sell Price 8.66
Sell Qty 100.00
OPEN 8.50
CLOSE 8.10
VOLUME 200
52-Week high 19.80
52-Week low 7.25
P/E
Mkt Cap.(Rs cr) 5
Buy Price 7.70
Buy Qty 100.00
Sell Price 8.66
Sell Qty 100.00

Catvision Ltd. (CATVISIONLTD) - Director Report

Company director report

DIRECTORS’ REPORT

To

The Members

Your Directors take pleasure in presenting their 33rd Annual Report covering thebusiness and operations and Audited Financial Statement of your Company for the financialyear ended on 31st March 2018.

1. Financial Highlights:

The highlights of the financial statement of your Company for the year under reviewalong with previous year’s figures are given as under :

(Rs. in Lacs)

Standalone Consolidated
Particulars Year Ended 31.03.18 Year Ended 31.03.17 Year Ended 31.03.18 Year Ended 31.03.17
Total Revenue 7793.97 5721.14 7818.97 5727.50
Earnings Before Interest Depreciation Taxation and Amortization (EBIDTA) 567.86 348.58 561.16 364.70
Interest (59.04) (85.43) (59.04) (85.43)
Depreciation (57.26) (48.61) (73.05) (90.06)
Profit Before Tax 451.56 214.54 429.07 189.16
Provision for Tax -Current year (155.35) (76.79) (155.35) (76.79)
Provision for (Deferred Tax)/ Assets 3.70 1.85 (6.34) 1.17
Profit After Tax 299.91 139.60 267.38 113.54

2. Results of operations:

The Company adopted Indian Accounting Standards (Ind AS) from 1st April 2017.Accordingly the financial statements have been prepared in accordance with Ind AS and asper the Companies (Indian Accounting Standards) Rules 2015 as amended and notified underSection 133 of the Companies Act 2013 (hereinafter referred to as the ‘Act’)and other relevant provisions of the Act.

(a) Standalone Results:

In the financial year 2017-18 total revenue of your Company increased to Rs. 7778.40lacs as compared to the corresponding figure Rs. 5685.55 lacs in the previous financialyear registering a growth of 37 % over the previous year. Profit after tax increased toRs. 299.91 lacs as compared to Rs. 139.60 lacs in the previous year.

(b) Consolidated Results:

On a consolidated basis the gross revenue of the Company has increased to Rs. 7818.97lacs as compared to Rs. 5691.97 lacs in the previous year and the profit after tax was Rs.267.38 lacs as compared to Rs. 113.54 lacs in the previous year.

3. Consolidated Financial Statements:

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (hereinafter referred to as the ‘Listing Regulations’) andapplicable provisions of the Act read with the Rules issued thereunder the ConsolidatedFinancial Statements of the Company for the financial year ended 31st March 2018 havebeen prepared in compliance with applicable Accounting Standards and on the basis ofaudited financial statements of the Company and its associate companies.

The Consolidated Financial Statements together with the Auditor’s Report form partof this Annual Report.

4. Dividend:

Due to banning of Letter of Undertaking (LOU) by the Reserve Bank of India (RBI) AxisBank your Company's sole Banker had withdrawn LOU facility of Rs. 400.00 lacs which wassanctioned to your Company. This unanticipated and immediate move of RBI had putadditional pressure on working capital resources of your Company. Moreover the marketconditions had deteriorated sharply in first quarter of the current year and suchconditions were expected to prevail in the foreseeable future. The Company would need allthe resources at its command to see through this phase and put in place a plan toregenerate growth. Keeping these developments in mind and after considering the futureneeds of the Company your Board of Directors do not recommend any dividend for thefinancial year ended on 31 March 2018.

5. Corporate Review:

2017-18 was the last year for digitalization of cable TV in India. Cable networks insmall towns and even rural areas went digital. The Company could get good sales of itsdigital headend products and set top boxes. But now digitalization is complete.Penetration of TVs (homes with a TV) in India is still 66% but almost all the homeswithout TV are in the rural areas. New sales of set top boxes will come from increased TVpenetration (about 2% per year) additional TVs in existing TV homes and from upgrade ofstandard definition to high definition. After a couple of years there should be a goodreplacement sales too.

This market will be totally different from what it was the past few years when homeswere freshly seeded with set top boxes. It will be smaller and competition will be farstiffer as companies fight for market share. There is a technological disruption happeningtoo: the world over streaming is replacing traditional forms of broadcasting. OTT (overthe top) television is the new emerging standard.

These are the headwinds facing your company this year. Your Company is planning tolaunch a slew of products this year that are competitive and also incorporate somestreaming features like casting and search. Stand-alone streaming products are also underdevelopment.

There is some positive development too. The stay on the TRAI tariff order of 2017 hasbeen lifted. The order comes into being from July 03 2018. This order favours the smallcable operators – your Company's main customer. The order gives operators 180 days tocomply; so the real benefits to your Company will come in the next year.

Another good news is that the hospitality industry which was in a downturn of abusiness cycle is on the upswing. Hotels have been customers of your Company for a verylong time but the performance of its hospitality division had suffered when DTH operatorsentered the market at low prices and hotels tightened their budgets. But the new TRAItariff order and the good market conditions will enable your Company to compete moreaggressively in providing broadcasting services to hotels. The Company is strengtheningits hospitality division and good performance can be expected this year.

The channel marketing business of your company in which it distributes some foreignchannels (TV5 Monde France 24 and Euronews) to operators in India is steady but notgrowing. In 2016 your company entered into a tie-up with M/s Total Telemedia Pvt. Ltd.(TTPL) a company with vast experience in this business to grow its channel business.TTPL was expected to find new channels for distribution as well as explore new business inthe area of advertising and local content sourcing for the channels the company alreadydistributes. This year the company is expecting a vastly improved performance from TTPL.

6. Subsidiary/Associate/ Joint Venture Companies:

The Company does not have any subsidiary. However your Company has 50:50 JointVentures with Unitron Group of Belgium under the name of Catvision Unitron Private Limitedand Unicat Limited.

These joint ventures companies were created with an objective to design and develop newproducts with advanced technologies and sell them to both the joint venture partners.

A separate statement containing the salient features of the financial statements of thejoint ventures of your Company is given in Form AOC-1 and forms a part of consolidatedfinancial statements in compliance with Section 129(3) and other applicable provisions ifany of the Act read with Rule 5 of the Companies (Accounts) Rules 2014.

Pursuant to the provisions of Section 136 of the Act the Standalone Audited FinancialStatements and Consolidated Financial Statements along with the relevant documentsforming part of the Annual Report are available on the website of the Companywww.catvisionindia.com.

7. Re-Classification of Promoters/Promoter Group

The members of the Company at its 32nd Annual General Meeting held on 29th September2017 approved the reclassification of the Promoters/Promoter Group pursuant to theRegulation 31A and other relevant provisions of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations"). BSE ("theexchange") vide its letter no. LIST/COMP/PC/990/2017-18 dated February 27 2018 hadapproved Company’s application for re-classification.

8. Certification and Recognitions:

Quality of products and services is vital to any business. Your Company strives toachieve excellence in quality by instituting high standards periodic checks and reviewsas we believe that right and efficient processes can only help us in deliveringconsistently against all odds.

Your Company’s Quality Management System (QMS) is aligned and focused with thelong term objectives of the Company. The QMS of the Company has been reassessed this yearas per the requirement of ISO 9001:2008 by the certification agency who conducted arenewal audit. Post audit the certification agency declared that the QMS of the Companycontinued to conform to international standard and recommended for renewal of the ISOCertificate.

Your Company was awarded "India SME 100 Awards-2017" organized by India SMEForum supported by Ministry of Micro Small and Medium Enterprises Govt. of India. YourCompany was in the first 100 amongst 33102 nominations.

9. Deposits:

During the year under review there was no default in repayment of deposits or paymentof interest due thereon. The details relating to deposits covered under Chapter V of theAct are here under:

Sr.No. Particulars Amount (in )
a. Details of deposits which are not in compliance with the requirem- ent of Chapter V of the Act NA
b. Deposits accepted/renewed during the financial year 8153819/-
3. Unpaid and unclaimed deposit at the end of the year. NA
4. Is there is any default in repay- ment of deposit or payment of interest thereon during the year No

10. Internal Financial Control Systems and their Adequacy:

Your Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Internal Audit Department monitors and evaluates theefficacy and adequacy of internal control system in the Company its compliance withoperating systems accounting procedures and policies at all locations of the Company.Based on the report of internal audit function process owners undertake corrective actionin their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented tothe Audit Committee of the Board. The Statutory Auditors has also commented on theinternal financial control system in their report.

The compliance team in the Legal and Secretarial department ensures amongst othersthat there are adequate systems and processes in the Company commensurate with its sizeand operations to monitor and ensure compliance with applicable laws rules regulationsand guidelines. The Human Resources department carries out similar exercise for ensuringcompliance with all relevant legislation.

11. Audit Committee:

The details pertaining to the composition of the audit committee are included in theCorporate Governance Report which is a part of this report. All the recommendations madeby the Audit Committee were accepted by the Board during the financial year 2017-18.

12. Policy on Directors’ Appointment and Remuneration:

The policy of the Company on directors’ appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under Section 134(3) (e) and 178(1) to (3) of the Act isavailable on the website of the Company www.catvisionindia.com.

13. Directors and Key Managerial Personnel:

The following person have been designated as the Key Managerial Personnel of theCompany pursuant to compliance of the provisions of Section 203 of the Act read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014:

a) Mr. Syed Athar Abbas - Managing Director
b) Mr. Vinod Rawat - Chief Financial Officer
c) Mrs. Ankita Gandhi - Company Secretary

14. Directors seeking Appointment/reappointment

In accordance with the Act and the Articles of Association of your Company Mr. SyedAthar Abbas retires by rotation at the forthcoming Annual General Meeting and beingeligible offers himself for re-appointment as the Director of the Company.

Attention of the members of the Company is drawn to the fact that Mr. Syed Athar Abbaswas appointed as Managing Director of the Company for a period of 3 years with effect from01st October 2015 with the consent of the members through Postal Ballot dated 7thNovember 2015. Tenure of Mr. Syed Athar Abbas as Managing Director of the Company isgoing to expire on 30th September 2018 and as per the recommen-dation of the Nominationand Remuneration Committee and subject to the approval of the shareholders the Board ofDirectors of the Company in its meeting held on 11th August 2018 has re-appointed Mr.Syed Athar Abbas as the Managing Director of your Company with effect from 01st October2018 for a further period of 3 (Three) years on terms and conditions as mentioned in theNotice to the AGM.

Mr. Syed Athar Abbas has vast experience of 33 years in managing the affairs of theCompany and has been actively involved in the day to day affairs of the Company andproviding leadership to the management team of the Company. Under his dynamic leadershipthe Company has made a steady growth and considering his rich experience and immenseknowledge of the affairs of the Company and the industry the Company and its managementneeds his continuous guidance and mentoring. The salary allowances perquisites andbenefits proposed for Mr. Syed Athar Abbas shall be governed by the provisions of Part IIof Section II of Schedule V of the Act.

Brief resume of the director seeking reappointment together with the nature of theirexpertise in the specific functional areas name of the companies in which they holddirectorship as required in the Listing Regulations is provided in the Notice to theAGM.

Mrs. Hina Abbas (DIN: 01980925) was appointed as a Director of the Company whoseperiod of office was liable to determination by retirement by rotation by the members ofthe Company in the Annual General Meeting (AGM) held on 30-09-2015 to hold office for aperiod of 3(Three) years w.e.f. 30-09-2015.

In the performance evaluation conducted for the year 2017-18 the performance of Mrs.Hina Abbas was evaluated satisfactorily in the effective and efficient discharge of herrole and responsibilities as a Director of the Company. The Board upon recommendation ofthe Nomination & Remuneration Committee of the Company in its meeting

th

held on 11 August 2018 has approved the re-appointment of Mrs. Hina Abbas as anExecutive Director liable to retire by rotation for term of 3(Three) years from the dateof end of her tenure on terms and conditions as mentioned in the Notice to the AGM.

15. Board Effectiveness:

Your Company has adopted the Corporate Governance Guideline which inter-alia coversall aspects relating to composition and role of the Board Managing Directors definitionof independence Director’s terms retirement age and the Committee of the Board. Italso covers aspects relating to nomination appointment induction and development ofDirectors Director’s remuneration Code of Conduct Board Effectiveness and role ofthe Committee.

(i) Board Evaluation:

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual Directors pursuant to the provisions of the Act ListingRegulations and the Guidance Note on Board Evaluation issued by the Securities andExchange Board of India dated January 5th 2017.

In a separate meeting of independent directors performance of non-independentdirectors and the Board as a whole was evaluated taking into account the views ofexecutive directors and non-executive directors.

(ii) Nomination & Remuneration Policy:

In adherence to the provisions of Section 134(3)(e) and 178(1)(3) of the Act the Boardhas on the recommendation of the Nomination & Remuneration Committee has framed apolicy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is available on your Company’s websitewww.catvisionindia.com

16. Change in the nature of Business:

During the year under review there has been no change in the nature of business of theCompany and there are no material changes affecting the financial position of the Companywhich have occurred during the year under review and the date of this Report.

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which the financial statements relatesand the date of the report.

17. Catvision Employee Stock Option Plan-2016

During the financial year ended on 31st March 2018 there has been no changes in theCatvision Employee Stock Option Plan-2016. The ESOP scheme is in compliance with SEBI(Share Based Employee Benefits) Regulations 2014. During the year under review on therecommendation of Nomination and Remuneration Committee of your Company your Board ofDirectors in its meeting held on 14-11-2017 had approved the following grant to theselected senior level executives of the Company in accordance with the Catvision EmployeeStock Option Plan-2016 details of which as on 31st March 2018 are given as under:

Sr. No. Particulars
1. Grant Date 14-11-2017
2. Exercise Price Rs. 25/-
3. Options granted 272500
4. Options vested and exercisable NIL
5. Options unvested 272500
6. Options exercised NIL
7. Options cancelled NIL
8. Options outstanding NIL

Other disclosures as mentioned in Regulation 14 of SBEB Regulations 2014 and Rule 12of Companies (Share Capital and Debentures) Rules 2014 are not required to be given asthere is a gap of 1 year between grant and vesting of Options in compliance with CompanyESOP scheme.

18. Conservation of energy technology absorption and foreign exchange earnings andoutgo:

(i) Conservation of Energy:

Regular efforts are made to conserve the energy through various means. The overallenergy consumption of the Company is not substantial as being an electronic goods; itsprocesses require very little energy. However it has successfully implemented variousenergy and fuel conservation projects with internal expertise and continued its emphasison energy conservation through operational optimization continuous monitoring andimplementation of energy saving mechanisms. During the year the Company has takeninitiative by going for LED lighting at the manufacturing facility to meet generallighting requirements.

(ii) Research and Development:

Research & Development of new designs frameworks process and methodologiescontinue to be most important to the Company. This allows the Company to enhance qualityproductivity and customer satisfaction. Your Company has successfully deployed a diverseteam of experienced people to meet these challenges. Your Company continues to upgradeexisting technology on an on-going basis. This enables the Company to up-grade existingproducts and introduces new products to meet changing market needs.

(iii) Technology Absorption Adoption and Innovation:

Your Company has made efforts towards technology absorption adoption and innovation.Continuous efforts are made with an objective to achieve development of newproducts/application improvement in productivity reduction in product wastage etc. YourCompany strives to remain abreast of state-of-the-art systems and has used tested provenand appropriate technology to suit the special needs of its customers. Technical helpespecially in software design was taken from consultants and component vendors. Severaltangible and intangible benefits are derived.

(iv) Foreign Exchange Earning and outgo:

Particulars Year Ended 31.03.18 ( ) Year Ended 31.03.17 ( )
1. Foreign Exchange Inflow:
a) Exports & Merchant Trading 135115797 63951808
b) Services 21537008 22747160
2. Foreign Exchange Outflow :
a) Materials 343306442 223541219
b) Travelling & Other Expenses 3008979 1497485
c) Rent 269690 289255

19. Directors’ Responsibility Statement:

Pursuant to the provisions contained in Section 134 (3)(c) of the Act your Directorsto the best of their knowledge and belief and based on the representation and compliancecertificate received from the Operating Management and after enquiry pursuant to Section134(5) of the Act confirm that:

a. in the preparation of the annual accounts for the financial year ended on 31stMarch 2018 the applicable accounting standards have been followed along with properexplanation and that there are no material departures.

b. such accounting policies have been selected and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of your Company as at 31st March 2018 and of the profit and lossof the Company for the year ended on that date;

c. proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of your Company andfor preventing and detecting fraud and other irregularities;

d. the financial statements for the financial year ended 31st March 2018 have beenprepared on a going concern basis;

e. proper internal financial controls were in place and that such internal financialcontrols were adequate and were operating effectively; and

f. the systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

20. Contracts or Arrangements or Transactions with Related Parties:

In accordance with the requirements of the Act and Listing Regulations your Companyhas also adopted the Policy on Related Party Transactions and the same is available on thewebsite of your Company www.catvisionindia.com. Prior omnibus approval is obtained forRelated Party Transactions (hereinafter referred to as ‘RPT’) on an annualbasis. During the year there were no materially significant related party transactionsmade by the Company. All RPT entered into during the financial year 2017-18 were in theordinary course of business and were on at arm’s length basis and none of thetransactions with related parties fall under the scope of section 188(1) of the Act.During the financial year ended on 31st March 2018 there were no materially significantrelated party transactions that may have potential conflict with the interest of theCompany at large.

Accordingly the disclosure of RPT in Form AOC-2 as prescribed under clause (h) ofsub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules2014 is provided in ‘Annexure D’ and the same forms part of this report.Attention of Members is also drawn to the disclosures of transactions with related partiesset out in Notes to Accounts forming part of the financial statements.

21. Code of Conduct:

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and Senior Management Personnel of the Company. The Company believesin "Zero Tolerance" against bribery corruption and unethical dealings/behaviors of any form and the Board has laid down the directives to counter such acts. TheCode is available on the website of the Company www.catvisionindia.com

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the Senior Management Personnel in their business dealingsand in particular on matters relating to integrity in the work place in businesspractices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code as on 31st March 2018. A declaration to this effect signed by the ManagingDirector in terms of Listing Regulations form part of the Corporate Governance Report.

22. Prevention of Insider Trading:

The Company has adopted a Code of Conduct to regulate monitor and report trading byinsiders under the SEBI (Prohibition of Insider Trading) Regulations 2015. This Coderequires pre-clearance for dealing in the Company’s shares and prohibits the purchaseor sale of Company shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

23. Auditors and Auditors’ Qualification:

(i) Statutory Auditors:

Pursuant to the provisions of Section 139 of the Act read with Companies (Audit andAuditors) Rules 2014 as amended from time to time M/s Agrawal and Gaur CharteredAccountants (Firm Registration Number 010550N) were appointed as Statutory Auditors ofthe Company from the conclusion of 32nd Annual General Meeting (AGM) held on 29thSeptember 2017 till the conclusion of 35th AGM of the Company in 2020.

The observation of the Statutory Auditor in their Report on Standalone and Consolidatedfinancials are self explanatory and therefore does not call for any comments.

(ii) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 M/s Pramod Kothari & Co. apracticing firm of Company Secretaries holding certificate of practice No. 11532 wereappointed as Secretarial Auditor of the Company for the financial year ending 31st March2018.

The Secretarial Audit Report given by the Secretarial Auditor in Form No. MR-3 isannexed with this Report as ‘Annexure A’.

The Secretarial Audit Report does not contain any qualifications reservation oradverse remark.

24. Reporting of Fraud by Auditors

During the year under review the Statutory Auditors and Secretarial Auditor have notreported any instances of frauds committed by the Company by its officer or employees tothe Audit Committee under Section 143(12) of the Act including Rules made there under (ifany) details of which needs to be mentioned in this Report.

25. Business Risk Management:

Your Company considers that risk is an integral part of the business and therefore ittakes proper steps to manage all risks in proactive and efficient manner. The Companyrecognizes that these risks need to be managed and mitigated to protect its shareholdersand other stakeholders to achieve its business objectives and enable sustainable growth.The Company’s management periodically assesses risk in the internal and externalenvironment and incorporate suitable risk treatment processes in its overall businessplanning and operating processes. In the opinion of your Board of Directors there are norisks which threatens the very existence of your Company.

The Company believes that the overall risk exposure of present and future risks remainswithin risk capacity.

26. Management Discussion and Analysis Report:

Information of the operation and financial performance among others is given in theManagement Discussion and Analysis report which is annexed to this Report and has beenprepared in accordance with Regulation 34 and Schedule V of the Listing Regulations.

27. Depository System:

Trading in Equity Shares of your Company in the dematerialized form is compulsory forall shareholders with effect from 25th September 2000 in terms of the notification issuedby the Securities and Exchange Board of India (SEBI). The Equity Shares of the Company areavailable for dematerialization with the National Securities Depository Ltd. (NSDL) andCentral Depository Services (India) Ltd. (CDSL) under ISIN No. INE 660B01011. 69.96% ofthe Equity Shares of the Company are in the demat form as on 31st March 2018.

28. Listing of Shares:

The equity shares of the Company are listed on the Bombay Stock Exchange. The listingfee for the year 2018-19 has already been paid.

29. Statutory Disclosures:

(i) Particulars of Loans Guarantees or investments:

Details of loans guarantees and investments under the provisions of Section 186 of theAct read with the Companies (Meetings of Board and its Powers) Rules 2014 as on 31stMarch 2018 are set out in Notes to the financial statements of the Company.

(ii) Vigil Mechanism / Whistle Blower Policy:

The Vigil Mechanism as envisaged in the Act the Rules prescribed thereunder and theListing Regulations is implemented through the Company’s Whistle Blower Policy. Thiscomprehensive policy ensures gender equality right to work with dignity and provides foradequate safeguards against victimization of persons who use such mechanism and makeprovision for direct access to the Chairman of the Audit Committee.

The Company has Whistle Blower Policy which is available on the websitewww.catvisionindia.com. Further details are available in the Report on CorporateGovernance that forms part of this Annual Report.

(iii) Board Meetings and Annual General Meeting

During the financial year 1st April 2017 to 31st March 2018

5 (five) Board Meetings and 4 (four) Audit Committee Meetings were held. The details ofmeetings including dates of meetings indicating the number of meetings attended by eachdirector are given in the Corporate Governance Report. The 32nd Annual General Meeting(AGM) of the Company was held on 29th September 2017.

(iv) Corporate Governance:

In compliance with Regulation 34 of the Listing Regulations a separate report onCorporate Governance along with a certificate from the Auditors on its compliance isappended with this report and the same forms part of the Annual Report.

(v) Secretarial Standards:

The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.

(vi) Extract of Annual Return:

As per the requirements of Section 92(3) of the Act the Extract of the annual returnas prescribed in Form No. MGT-9 of the Companies (Management and Administration) Rules2014 is given in ‘Annexure B’ which is a part of this Report.

(vii) Significant and Material Orders passed by the Regulators or Courts or Tribunal :

There are no significant material orders passed by the Regulators/Courts/Tribunalimpacting the going concern status of the Company and its future operations. There arealso no material changes and commitments after the closure of the year till the date ofthis report which affect the financial position of the Company. financial year 2017-18.

(ix) Particulars of Employees and Related Disclosures:

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 has been appended as ‘Annexure C’to this Report. The information required pursuant to Section 197 of the Act read with Rule5(2)&(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of employees of your Company is available during business hours onworking days up to the date of the ensuing Annual General Meeting. If any member isinterested in obtaining a copy thereof such member may write to the Company Secretarywhereupon a copy would be sent.

As required under Section 197(12) of the Act and Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 a statement containingthe details of the top ten employees in terms of remuneration drawn is enclosed.

(x) Change in Share Capital:

There has been no change in the capital structure of the Company during the year underreview.

(xi) Transfer to Reserve:

Your Directors do not propose to transfer any amount to the General Reserve and entireamount of the profits for the year 2017-18 forms part of Retained Earnings.

(xii) Declaration by Independent Directors

The Company has received necessary declaration from each independent director underSection 149(7) of the Act that he/she meets the criteria of independence laid down insection 149(6) of the Act and Regulation 25 of the Listing Regulations.

30. Green Initiatives:

Electronic copies of the Annual Report 2017-18 and Notice of the Annual General Meetingare sent to all members whose email address are registered with the Company/DepositoryParticipant(s). For members who have not registered their email address physical copieswill be sent to them through the permitted mode.

31. Acknowledgement and Appreciation:

Your Directors would like to place on records their sincere appreciation for thecontinues co-operation assistance and support made by all its stakeholders i.e.shareholders customers suppliers contractors bankers government authorities andinternational business associates and the immediate society during the year. YourDirectors place on record our appreciation of the contributions made by its management andemployees at all level. The Company’s consistent growth was not possible withouttheir hard work solidarity cooperation and support.

The Board appreciates and value the contribution made by every member of Catvisionfamily.

For and on behalf of Board of Directors
Syed Athar Abbas
Managing Director
(DIN: 00770259)
Hina Abbas
Place: Noida-U.P. Executive Director
Date: 11th August 2018 (DIN : 01980925)