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Catvision Ltd.

BSE: 531158 Sector: Others
NSE: N.A. ISIN Code: INE660B01011
BSE 00:00 | 26 Nov 9.31 -0.27
(-2.82%)
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9.21

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10.05

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9.15

NSE 05:30 | 01 Jan Catvision Ltd
OPEN 9.21
PREVIOUS CLOSE 9.58
VOLUME 6967
52-Week high 14.64
52-Week low 5.06
P/E 11.94
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 9.21
CLOSE 9.58
VOLUME 6967
52-Week high 14.64
52-Week low 5.06
P/E 11.94
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Catvision Ltd. (CATVISIONLTD) - Director Report

Company director report

To

The Members

Your Directors take pleasure in presenting their 36th Annual Report covering thebusiness and operations and Audited Financial Statement of your Company for the financialyear ended on 31st March 2021.

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 Lakhs)

Particulars Standalone Consolidated
Year Ended 31.03.21 Year Ended 31.03.20 Year Ended 31.03.21 Year Ended 31.03.20
Total Revenue 2203.03 2996.26 2203.03 2996.26
Earnings Before Interest Depreciation Taxation and Amortization (EBIDTA) 180.18 98.59 180.18 98.59
Interest (66.31) (79.89) (66.31) (79.89)
Depreciation (83.25) (78.10) (83.25) (78.10)
Profit Before Tax 30.61 (59.40) 18.93 (54.72)
Provision for Current Tax (4.17) - (4.17) -
Provision for Deferred Tax 21.27 7.87 21.27 7.87
Profit After Tax 47.71 (51.53) 36.03 (47.59)

3. Results of operations:

The financial statements of the Company have been prepared in accordance with Ind ASand as per the Companies (Indian Accounting Standards) Rules 2015 as amended and notifiedunder Section 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 2020-2021 total revenue of your Company was Rs. 2203.03 lacs ascompared to the last year of Rs. 2996.26 lacs a decline of 26.5% in comparison with theprevious year. During the financial year 2020-21 the Company earned a profit of Rs. 47.71lacs against the loss of Rs. 51.53 lacs during the previous year 2019-20.

(b) Consolidated Results:

On a consolidated basis the gross revenue of the Company has decreased to Rs. 2203.03lacs as compared to Rs. 2996.26 lacs in the previous year. During the financial year2020-21 the Company earned a profit of Rs. 36.03 lacs as against the loss of Rs. 46.84lacs suffered during the previous year 2019-20.

4. 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 March2021 have been prepared in compliance with applicable Accounting Standards and on thebasis of audited financial statements of the Company its Joint-venture Companies.

The Consolidated Financial Statements together with the Auditor's Report form part ofthis Annual Report.

5. Dividend:

The Company has earned a profit of Rs. 47.71 lacs during the period under review butconsidering the uncertain times ahead it is necessary to conserve cash to ensureliquidity for business requirement for the Financial Year 2021-22. Therefore the Board ofDirectors decided not to recommend any dividend to the shareholders for the Financial Year2020-21.

6. Corporate Review:

Overview: The key focus of the company in the previous year was the safety of itsemployees and profitability of operations.

Most employees worked from home and for those whose work necessitated going to theoffice or factory stringent safety measures were implemented in the work premises. As aresult the impact of the pandemic on the health of the company's employees was minimal.

Profitability rather than sales was given priority in the pandemic year which startedwith zero sales in April.

Cost cutting measures were implemented across the organization. Here the company willlike to place on record its deep appreciation of its employees who not only acceptedsalary cuts when the going was tough but also faced up to the various challenges thepandemic presented. As a result the company recorded a PAT of Rs 47.71 lacs after 2consecutive years of losses. The entire credit goes to the company's employees andmanagement team.

The company has four business divisions.

i. Cable TV & GPON: Sales of headend and set top boxes to cable TV operatorscontinued its slide. On the one side small cable operators - your company's maincustomers - lost market share to large operators and DTH and on the other the industryitself faced disruption from video streaming. However small cable operators have now gota new lease of life: Internet. They have started to tie-up with Internet Service Providers(ISPs) to provide last-mile internet connectivity to homes. In this arrangement theinternet subscription revenue is shared between the ISP and the cable operator. The cableoperators now have 2 income streams from a connected home: cable TV and Internet. In2019-20 your company entered the business of manufacturing and supplying GPON (GigabitPassive Optical Network - a fibre-based network for relay of wired internet) products tothe small cable operators. It has been a very productive diversification as the customerrelationships already existed. However the GPON sales could not compensate for thedecline in cable TV: the consolidated business of the division still declined by about39%.

ii. Hospitality Division: To say the least hotels had a very bad year last year due towhich this business of your company declined by about 20%.

iii. Channel Distribution: Your company already distributes TV5MONDE France24 andEuronews channels in India. In the previous year the company signed a distributoragreement with 2 channels of NHK a Japanese broadcaster. However to start distributionthe company must first obtain downlinking permission from MIB. It is a lengthy process;the company expects to receive the permission in the current year. Nevertheless thisbusiness grew by 18% in the previous year.

iv. Online Sales: In 2019-20 your company started selling consumer-grade set top boxeson Amazon and Flipkart. This business picked up well in the year. From sales of Rs. 14lacs in 2019-20 the company recorded a sale of Rs 183 lacs the previous year.

Subsidiary/Associate/ Joint Venture Companies:

As at 31st March 2021 the Company does not have any subsidiary. Howeveryour Company has 50:50 Joint Ventures with Unitron Group of Belgium under the name ofCatvision Unitron Private Limited and Unicat Limited. These joint ventures companies werecreated with an objective to design and develop new products with advanced technologiesand 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 documents formingpart of the Annual Report are available on the website of the Company.

7. Public Deposits:

During the year under review the Company has not accepted Fixed Deposits from itsMembers in accordance with the provisions of Sections 73 and 76 and other applicableprovisions of the Companies Act 2013 ("the Act") and the Companies (Acceptanceof Deposits) Rules 2014. During the year under review the Company repaid all theoutstanding deposits to its members and there was no default in repayment of deposits orpayment of interest due thereon. The details relating to Deposits in terms of Rule 8(5)(v) of the Companies (Accounts) Rules 2014 are given herein under

Particulars Amount (in Rs.)
a. Details of deposits which are not in compliance with the requirement of Chapter V of the Act NA
b. Deposits accepted during the financial year NIL
d. Deposits renewed during the financial year NIL
e. Unpaid and unclaimed deposit at the end of the year NIL
f. Is there is any default in repayment of deposit or payment of interest thereon during the year NO

8. 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 Team monitors and evaluates the efficacyand adequacy of internal control system in the Company its compliance with operatingsystems accounting procedures and policies at all locations of the Company. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls.

Significant audit observations and recommendations along with corrective actionsthereon are presented to the Audit Committee of the Board. The Statutory Auditors has alsocommented on the internal 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.

9. Board Committees:

In compliance with the requirement of the Companies Act 2013 and the ListingRegulations your Board has constituted various Board Committees including AuditCommittee Nomination and Remuneration Committee Stake Holders Relationship Committee.Details of the scope constitution number of meetings held during the year under reviewalong with attendance of the Committee Members therein form part of the CorporateGovernance Report annexed to this report.

10. Policy on Directors' Appointment and Remuneration:

The policy of the Company on directors' appointment and remuneration including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under Section 134(3)(e) and 178(1) to (3) of the Act is available on thewebsite of the Company www.catvisionindia.com.

11. Directors and Key Managerial Personnel: Board of Directors

During the period under review the Company has following persons as Directors of theCompany:

1 Mr. Syed Athar Abbas Managing Director
2 Mrs. Hina Abbas Whole Time Director
3 Mr. Sudhir Damodaran N on-Executive-N on- Independent Director
4 Dr. Sunil Anand Non-Executive- Independent Director
5 Mr. Jagdish Prasad Non-Executive- Independent Director
6 Mr. Raman Rajeev Misra N on-Executive-N on Independent Director

Key Managerial Personnel

During the period under review the following person have been designated as the KeyManagerial Personnel of the Company in compliance to the provisions of Section 203 of theAct read with Companies (Appointment and Remuneration of Managerial Personnel) Rules2014:

1 Mr. Syed Athar Abbas Managing Director
2 Mrs. Hina Abbas Whole Time Director
3 Mr. Rajesh Gupta CFO@
4 Mr. Dilip Das CFO*
5 Mr. Nitish Nautiyal Company Secretary

@ Mr. Rajesh Gupta resigned as Chief Financial Officer of the Company w.e.f 10thAugust 2020.

* Mr. Dilip Das appointed as Chief Financial Officer of the Company w.e.f 10th August2020.

12. Directors seeking Appointment / reappointment:

> In accordance with the Act and the Articles of Association of your Company Mr.Syed Athar Abbas (DIN: 00770259) retires by rotation at the forthcoming Annual GeneralMeeting and being eligible offers himself for re-appointment as the Director of theCompany.

> Attention of the members of the Company is drawn to the fact that Mr. Syed AtharAbbas (DIN: 00770259) was re-appointed as Managing Director of the Company for a period of3 years with effect from 1st October 2018 with the consent of the membersthrough Annual General Meeting held on 28th September 2018. Tenure of Mr. SyedAthar Abbas as Managing Director of the Company is going to expire on 30thSeptember 2021 and as per the recommendation of the Nomination and RemunerationCommittee and subject to the approval of the shareholders the Board of Directors of theCompany in its meeting held on 13th August 2021 has re-appointed Mr. SyedAthar Abbas as a Managing Director of your Company with effect from 1stOctober 2021 for a further period of 3 years on terms and conditions as mentioned in theNotice to the AGM. Mr. Syed Athar Abbas has vast experience of 36 years in managing theaffairs of the Company and has been actively involved in the day to day affairs of theCompany and providing leadership to the management team of the Company. Under his dynamicleadership the Company has made a steady growth and considering his rich experience andimmense knowledge of the affairs of the Company and the industry the Company and itsmanagement needs his continuous guidance and mentoring. The salary allowancesperquisites and benefits proposed for Mr. Syed Athar Abbas shall be governed by theprovisions of Part II of Section II of Schedule V of the Act.

> Mrs. Hina Abbas (DIN: 01980925) was appointed as a Whole Time Director of theCompany whose period of office was liable to determination by retirement by rotation bythe members of the Company in the Annual General Meeting held on 28thSeptember 2018 to hold office for a period of 3 years w.e.f. 1st October2018. The Board upon recommendation of the Nomination and Remuneration Committee of theCompany in its meeting held on 13th August 2021 has approved thereappointment of Mrs. Hina Abbas as a Whole time

Director liable to retire by rotation for further term of 3 years from the date of endof her tenure on terms and conditions as mentioned in the Notice to the AGM. The salaryallowances perquisites and benefits proposed for Mrs. Hina Abbas shall be governed bythe provisions of Part II of Section II of Schedule V of the Act.

> Mr. Raman Rajeev Misra (DIN: 01602244) was reappointed as Independent Director ofthe Company w.e.f 30th September 2019 for a period of 5 years. Subsequentlydue to personal reasons Mr. Misra had resigned from the Independent Directorship of theCompany w.e.f from 11th November 2020.

After several consultations held with Mr. Misra and considering his experience andknowledge which will be beneficial for the Company in challenging times coming ahead themanagement with the consent of Mr. Misra has decided to appoint him asNon-Executive-NonIndependent Director w.e.f 10th February 2021. Brief resumeof the directors seeking reappointment together with the nature of their expertise in thespecific functional areas name of the companies in which they hold directorship asrequired in the Listing Regulations is provided in the Notice to the AGM.

13. Board Effectiveness:

Your Company has adopted the Corporate Governance Guidelines 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. Theyalso cover aspects relating to nomination appointment induction and development ofDirectors Director's remuneration Code of Conduct Board Effectiveness and role of theCommittee.

(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 held on 10th February 2021performance of non-independent directors the Chairman of the Board as a whole wasevaluated taking into account the views of executive directors and non-executivedirectors.

At the meeting of the Board all the relevant factors that are material for evaluatingthe performance of the Committees and of the Board were discussed in detail.

(i) 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.

14. 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 materialchanges and commitments affecting the financial position of the Company occurred betweenthe end of the financial year to which the financial statements relate and the date of thereport. However the global spread of COVID-19 pandemic and the country wide lockdownaffected the business operations in the early part of the year.

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

(i) Conservation of Energy:

We strive to continue saving energy and believe that ecosustainability is the keyimportant factor for an Organisation. Though the overall energy consumption of the Companyis not substantial as being an electronic manufacturer; its processes require very littleenergy it has successfully implemented various energy and fuel conservation projects withinternal expertise and continued its emphasis on energy conservation through operationaloptimization continuous monitoring and implementation of energy saving mechanisms.

(ii) Research and Development:

Catvision has an in-house R&D unit at Noida recognized by the Dept. of Science& Technology Govt. of India. The unit develops the products manufactured by theCompany. Some of the products developed: optic transmitter optic node RF modulator RFamplifier RF signal level meter etc. Products under development include SD & HDencoder EDFA return path node return path amplifier etc. The R&D unit has a team of8 highly qualified and experienced engineers in its team. Under its Graduate EngineerTrainee program the company recruits fresh engineers each year from some of the topengineering colleges of India.

(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 31.03.2021 Year Ended 31.03.2020
(Rs.) (Rs.)
1. Foreign Exchange Inflow:
a) Exports & Merchant Trading 15391508 12653962
b) Services 28348524 23336883
2. Foreign Exchange Outflow:
a) Materials 86927517 154597161
b) Travelling & Other Expenses 391921 970964
c) Rent - 93211

16. 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:

• in the preparation of the annual accounts for the financial year ended on 31stMarch 2021 the applicable accounting standards have been followed along with properexplanation and that there are no material departures.

• such accounting policies have been selected and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of your Company as on 31st March 2021 and of theprofit and loss of the Company for the year ended on that date;

• 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;

• the financial statements for the financial year ended 31st March2021 have been prepared on a going concern basis;

• proper internal financial controls were in place and that such internalfinancial controls were adequate and were operating effectively; and

• the systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.

17. Contracts or Arrangements or Transactions with Related Parties:

In accordance with the requirements of the Companies Act and Listing Regulations yourCompany has also adopted the Policy on Related Party Transactions and the of your Companywww.catvisionindia.com.

All RPT entered into during the financial year 2020-21 were in the ordinary course ofbusiness and were on at arm's length basis and were placed before the Audit Committee forits approval. During the year under review there has been no materially significantrelated party transactions by the Company as defined under Section 188 of the Act andRegulations 23 the Listing Regulations and accordingly no transactions are required to bereported in Form AOC-2 as per Section 188 of the Companies Act 2013.

18. Related Party transactions with person or entity belonging to promoter/promoters'group:

Disclosure of transactions with any person or entity belonging to thepromoter/promoters' group which holds 10% or more shareholding in the listed entity havebeen disclosed in the accompanying financial statements.

19. 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. Theupdated Code of Conduct 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 SeniorManagement personnel have confirmed compliance with the Code as on 31st March2021. A declaration to this effect signed by the Managing Director in terms of ListingRegulations form part of the Corporate Governance Report.

20. 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 purchase orsale of Company shares by the Directors and the designated employees while in possessionof unpublished price sensitive information in relation to the Company and during theperiod when the Trading Window is closed. The Board is responsible for implementation ofthe Code.

21. 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 GD Pandit & Co.

Chartered Accountants (Firm Registration No. 000167) were appointed as StatutoryAuditors of the Company from the conclusion of 35th Annual General Meeting(AGM) held on 30th September 2020 till the conclusion of 37th AGMof the Company to be held in the year 2022.

The Auditors' Report on the financial statements for the financial year ended 31stMarch 2021 does not contain any qualification observation emphasis of matter ofadverse remark and doesn't contain any instances of fraud as mentioned under Section 143of the Act. The Auditors' Report is enclosed with the financial statements as a part ofthis Annual Report.

(ii) Secretarial Auditors:

During the year under review the Secretarial Audit of your Company was carried out byM/s Pramod Kothari & Co. a practicing firm of Company Secretaries holding PracticingNo. 11532 in compliance with Section 204 of the Companies Act 2013 and their unqualifiedSecretarial Audit report forms part of this Report which is given in Form No. MR-3 isannexed as Annexure A'.

22. 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 rule made there under (ifany) details of which needs to be mentioned in this Report.

23. 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 Company recognizes that these risks need to be managed and mitigated to protect itsshareholders and other stakeholders to achieve its business objectives and enablesustainable growth. The Company's management periodically assesses risk in the internaland external environment and incorporate suitable risk treatment processes in its overallbusiness planning and operating processes. In the opinion of your Board of Directorsthere are no risks which threatens the very existence of your Company.

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

24. Management Discussion and Analysis:

Information of the operation and financial performance 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.

25. 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 660B01011.85% of theEquity Shares of the Company are in the demat form as on 31st March 2021.

26. Listing of Shares:

The equity shares of the Company are listed on the Bombay Stock Exchange. The listingfee for the year 2021-22 has already been paid.

27. 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 2021 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 hasWhistle Blower Policy whichis available on the website. Further detailsare available in the Report on Corporate Governance that forms part of this Annual Report.

(ii) Board Meetings and Annual General Meeting

During the financial year 1st April 2020 to 31st March 2021 4(four) 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 35th Annual GeneralMeeting (AGM) of the Company was held on 30th September 2020. All the Meetingsof the Board of Directors Committees of the Board and Shareholders were held inaccordance with the guidelines issued by the Ministry of Corporate Affairs Government ofIndia from time to time.

(iv) Corporate Governance:

Pursuant to regulation 15(2) of SEBI (LODR) Regulation 2015 provisions related tocorporate governance viz:

Regulation 17 17A 18 19 20 2122 23 24 24A 25 26 27 and clauses (b) to (i)and (t) of sub-regulation (2) of regulation 46 and para C D and E of Schedule V of SEBI(LODR) Regulation 2015 are not applicable on Catvision Limited ("the Company")as the paid up Equity Share Capital of the Company does not exceed Rs. 10 Crore and Networth does not exceed Rs.25 Crore as on 31st March 2021. Non-applicabilityCertificate with regard to above has been duly submitted to stock exchange.

The Company imbibes the good Corporate Governance practices in its culture andaccordingly voluntarily attaching with this report the Report on Corporate Governance forthe financial year ended 31st March 2021.

(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:

Pursuant to the provisions of Section 134(3)(a) and 92(3) of the Act read with Rule12(1) of the Companies (Management and Administration) Rules 2014 as amended the AnnualReturn of the Company will be available on the website of the Company and can be accessedthrough the following link https://catvisionindia.com/investors/

(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.

(viii) The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013:

The Company has zero tolerance for sexual harassment at workplaces and has in place anAnti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment ofWomen at Work Place (Prevention Prohibition and Redressal) Act 2013 and Rules made thereunder. An internal complaints Committee has been set up to redress complaints receivedregarding sexual harassment. All the employees (permanent contractual temporarytrainees) are covered under this policy. No complaints pertaining to sexual harassmentwere received during the financial year 2020-21.

(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 B'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:

During the year under review no amount was proposed to be transferred to GeneralReserve.

(xii) Declaration by Independent Directors:

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

28. Green Initiatives:

Electronic copies of the Annual Report 2020-21 and Notice of the Annual General Meetingare sent to all members whose email address are registered with the Company/ DepositoryParticipant(s). Pursuant to General Circular No. 14/2020 dated April 8 2020 GeneralCircular No. 17/2020 dated April 13 2020 and General Circular No. 20/2020 dated May 52020 issued by the Ministry of Corporate Affairs Govt. of India and Circular No.SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12 2020 and Circular No SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15 2021 issued by SEBI in view of COVID-19 and owingto the difficulties involved in dispatching of physical copies of the Notice of GeneralMeeting and financial statements (including Board's report Auditor's report or otherdocuments required to be attached therewith) such statements shall be sent only by emailto the members and to all other persons so entitled.

In view of the above Company request the members to register your email addresseswhich will facilitate the Company for sending Annual Report Notice of General Meeting andany other important communications electronically.

29. 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 without theirhard work solidarity cooperation and support.

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

For and on behalf of the Board of Directors
Syed Athar Abas Managing Director
(DIN: 00770259)
Hina Abbas
Place: Noida Whole time Director
Date: 13.08.2021 (DIN : 01980925)

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