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Hathway Bhawani Cabletel & Datacom Ltd.

BSE: 509073 Sector: Media
NSE: N.A. ISIN Code: INE525B01016
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VOLUME 76
52-Week high 5.35
52-Week low 2.88
P/E 0.99
Mkt Cap.(Rs cr) 3
Buy Price 3.81
Buy Qty 3345.00
Sell Price 3.46
Sell Qty 49.00
OPEN 3.81
CLOSE 3.63
VOLUME 76
52-Week high 5.35
52-Week low 2.88
P/E 0.99
Mkt Cap.(Rs cr) 3
Buy Price 3.81
Buy Qty 3345.00
Sell Price 3.46
Sell Qty 49.00

Hathway Bhawani Cabletel & Datacom Ltd. (HATHWAYBHAWANI) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the Thirty Fourth Annual Report of theCompany together with the Audited Statement of Accounts for the financial year ended 31stMarch 2018.

1. FINANCIAL & OPERATION OVERVIEW:

a. Financial Highlights

The Company's performance during the year ended 31st March 2018 as comparedto the previous financial year is summarized below:

(Rs. In Lakhs

Standalone

Consolidated

Particulars 2017-18 2016-17 2017-18 2016-17
Operating & Other Income 487.04 1254.19 487.04 1254.19
Earnings before interest depreciation amortization & taxes 67.85 (33.45) 67.85 (33.45)
Interest 17.59 2.66 17.59 2.66
Depreciation & Amortization 66.97 64.97 66.97 64.97
Exceptional Items - - - -
Tax Expenses - Current Tax & Deferred Tax " " " "
Share of profit / (loss) of Joint Ventures - - 15.48 11.50
Other Comprehensive lncome/(Loss) 7.66 5.51 7.66 5.51
Total Comprehensive Income / (Loss) (9.05) (95.57) 6.43 (84.07)

During the year under review the total income of your Company was Rs. 487.04 Lakhs ascompared to last year's income of Rs. 1254.19 Lakhs on standalone basis. Since thecommencement of the financial year under review there was change in the business model.Your Company was appointed as a Distributor of Cable Television signals to Hathway DigitalPrivate Limited the fellow subsidiary company. During the year under review your Companyincurred a net loss of Rs. 9.05 Lakhs on standalone basis. Your Company could able tocontrol its losses due to change in the business model coupled with cost reduction andcost control measures adopted by the Company.

b. Operational Highlights:

Cable TV Business:

With effect from April 012017 your Company was appointed as a Cable TV distributor ofHathway Digital Private Limited (HDPL) Group Company. The Company was appointed asdistributor for handling its secondary points business. However the primary pointsbusiness was retained by your Company. With change in the business model your Company hasreceived the benefits of assured fixed commission income and reduction in contentcosts/pay channel costs etc. As a result your Company could able to reduce its lossesfrom Rs. 95.97 Lacs to Rs. 9.05 Lacs in the year under review.

c. Change in the nature of business:

The Company has continued to carry on the distribution of Cable TV business.

d. Consolidated Accounts:

The consolidated financial statements of your Company for the financial year 2017-2018are prepared in compliance with applicable provisions of the Companies Act 2013 IndianAccounting Standards (IND-AS) and Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.

e. Management Discussion and Analysis

The Management Discussion and Analysis forms an integral part of this Report and givesdetail of the overall industry overview business overview and performance review andstate of affairs of the Company in Cable Television business and Broadband business duringthe year under review.

f. Report on performance of subsidiaries associates and joint venture Companies:

Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 and 8 of theCompanies (Accounts) Rules 2014 a statement containing the performance and financialposition of the subsidiary company for the year ended 31st March 2018 isgiven in AOC-1 as Annexure - I and forms part of this report.

The details of the subsidiary are as follows:

PARTICULARS OF SUBSIDIARY COMPANY

Sr. No. Name and address of the Company CIN/GLN Holding / subsidiary /associate %of Share holding Applicable section
1 Hathway Bhawani NDS Network Pvt. Ltd. 805/806 Windsor 8th Floor Off CST Road Kalina Santacruz East Mumbai 400098 U74990MH2010P TC208960 Subsidiary 51% 2(87) (ii)

g. Dividend:

Considering the loss incurred in the current financial year your Directors have notrecommended any dividend for the financial year under review.

h. Transfer to reserves:

In view of losses incurred during the year under review the Board of Directors has notrecommended transfer of any amount to reserves.

i. Revision of financial statement:

There was no revision of the financial statements pertaining to previous financialyears during the year under review.

j. Deposits:

The Company has not accepted any public deposits during the year under review.

k. Disclosures under section 134(3)(i) of the Companies Act 2013:

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

l. Disclosure of Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observations have been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls.

m. Particulars of loans guarantees investments and securities:

There are no loans given investments made guarantees given and securities providedduring the year under review.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) CHANGE IN BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Sameer Joseph (DIN: 07653870) Managing Director & Chief Executive Officer hasresigned with effect from October 04 2017 and Mr. Vineet Garg (DIN: 06935347) resigned asa Director with effect from March 30 2018. They have tendered their resignations sincethey were no longer associated with the Parent Company. Mr. P. V. Shyam Director (DIN:07247247) also resigned with effect from April 04 2018. The Board places on record itsappreciation for the services rendered by them during their tenure as the Directors.

On April 03 2018 Mr. Vatan Pathan was appointed as Chief Executive Officer of theCompany. He was appointed as an additional director with effect from November 07 2017.Mr. Rajesh Kumar Mittal (DIN: 07957284) and Ms. Pallavi Balkur (DIN: 08102789) wereappointed as the additional directors on the Board with effect from April 06 2018.

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

None of the directors shall retire by rotation as per the provisions of Section 152 ofthe Companies Act 2013 at the ensuing Annual General Meeting since all the directorswho are liable to retire by rotation were appointed during the financial year to holdoffice up to the date of ensuing Annual General Meeting. Necessary resolutions forregularization of the additional directors are included in the Notice of ensuing AnnualGeneral Meeting.

b. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors under Section149(6) of the Companies Act 2013 confirming their independence visa-vis the Company.

3. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES

a. BOARD MEETINGS:

The Board of Directors met 5 times during the financial year ended 31stMarch 2018 in accordance with the provisions of the Companies Act 2013 and rules madethereunder.

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

Sr. No. Date of the Board Meeting
1 23rd May 2017
2 3rd August 2017
3 27th September 2017
4 7th November 2017
5 2nd February 2018

b. AUDIT COMMITTEE:

The Audit Committee of the Board of Directors constituted pursuant to the provisions ofSection 177 of the Companies Act 2013 continued its function as per the reference of theCommittee approved by the Board. The composition of the Audit Committee is in conformitywith the provisions of the said section and the provisions of the SEBI (ListingObligations and Disclosure Requirements) 2015. The Audit Committee as on the date of thisreport comprises of:

Sr. No. Name of the Member Designation
1 Mr. Dilip Worah Chairman
2 Mr. L K Kannan Member
3 Mr. Rajesh Kumar Mittal1 Member

1 Appointed as a member with effect from May 8 2018.

The scope and terms of reference of the Audit Committee have been amended in accordancewith the Companies Act 2013 and the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.

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

c. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Board of Directors constituted inaccordance with the requirements of Section 178 of the Act continued its functions as perthe reference of the Committee approved by the Board. The composition of the committee ason the date of this report is as under:

Sr. No. Name of the Member Designation
1 Mr. L K Kannan Chairman
2 Mr. Vatan Pathan1 Member
3 Mr. Dilip Worah Member

1 Appointed as a member with effect from April 03 2018.

The Board of Directors has in accordance with the provisions of sub-section (3) ofSection 178 of the Companies Act 2013 formulated the policy setting out the criteria fordetermining credentials positive attributes independence of a Director and policyrelating to remuneration for Directors Key Managerial Personnel and other employees. Thesame is available on the website of the Company in the web linkhttp://hathwaybhawani.com/wp-content/uploads/2017/08/ nomination-remuneration-policy.pdf.

d. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

Pursuant to Section 178 of the Companies Act 2013 the Board of Directors of theCompany has constituted the Stakeholder's Relationship Committee. The composition of thecommittee as on the date of this report is as under:

Sr. No. Name of the Member Designation
1 Mr. Vatan Pathan1 Chairman
2 Mr. Dilip Worah Member
3 Mr. Rajesh Kumar Mittal2 Member

1 Appointed as a member with effect from April 03 2018.

2 Appointed as a member with effect from May 08 2018.

e. MEETING OF INDEPENDENT DIRECTORS:

The Company's Independent Directors met without the presence of Executive Director ormanagement personnel. The said meeting of Independent Directors was held on 2ndFebruary 2018 and reviewed the performance of the executive and non-executive directorsand also the quality and timeliness of information shared from time to time for decisionsto be taken at the Board Meetings.

f. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has pursuant to the provisions of Section 177(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed "Vigil Mechanism Policy" for Directors and employeesof the Company to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.

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

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations.

During the year under review the Audit Committee had not received any compliant underthe said Policy.

g. RISK MANAGEMENT POLICY:

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

h. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE :

As per the provisions of Section 135 of the Act read with Companies (Corporate SocialResponsibility Policy) Rules 2014 the Board of Directors has constituted a CorporateSocial Responsibility (CSR) Committee. The composition of the committee as on the date ofthis report is as under:

Sr. No. Name of the Member Designation
1 Mr. Dilip Worah Chairman
2 Mr. Vatan Pathan1 Member
3 Mr. L. K Kannan Member
4 Mr. Rajesh Kumar Mittal2 Member

1 Appointed as a member with effect from April 03 2018.

2 Appointed as a member with effect from May 08 2018.

The CSR Policy based on the recommendation of the CSR Committee has been approved.Since the Company has no profits in preceding 3 financial years the Company was notrequired to spend any amount for corporate social responsibility activities during theyear under review. In view of the same no meeting of CSR Committee was held in thefinancial year under review.

i. ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARD:

In accordance with the Companies Act 2013 and Schedule V of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 theCompany has framed a Policy for evaluation of performance of Independent Directors BoardCommittees and other Individual Directors which includes criteria for performanceevaluation of Non-Executive Directors and Executive Directors. A questionnaire wasformulated for evaluation of performance of Board after taking into consideration thefollowing aspects:

• Board Composition;

• Strategic Orientation;

• Board functioning and Team Dynamics.

Performance evaluation of Independent Directors was conducted by the Board ofDirectors excluding the Director being evaluated. The criteria for performance evaluationof Independent Directors laid down by the Nomination and Remuneration Committee is asbelow:

• Ethics and values.

• Knowledge and proficiency.

• Diligence.

• Behavioral traits and

• Efforts for personal development

Similarly performance evaluation of the Chairman and Non - Independent Directors wascarried out by the Independent Directors at the meeting of the Board of Directors held on2nd February 2018.

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

The disclosure under Section 197 (12) of the Companies Act 2013 read with Rule 5 ofCompanies (appointment & Remunerations) Rules 2014 including ratio of theremuneration of each Director to the median remuneration of the employees of the Companyfor the financial year under review is attached and marked as Annexure II.

k. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees.

4. DIRECTORS' 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 2018 theBoard of Directors hereby confirm that:

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

b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March2018 and of the loss of the Company for that year;

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

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

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

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

5. 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 31stMARCH 2018:

The observations made by the Statutory Auditors in their report for the financial yearended 31st March 2018 read with the explanatory notes therein areselfexplanatory and therefore do not call for any further explanation or comments fromthe Board under Section 134(3) of the Companies Act 2013.

b. FRAUD REPORTING:

During the year under review there were no instances of material or serious fraudfalling under Rule 13(1) of the Companies (Audit and Auditors) Rules 2013 by officers oremployees reported by the Statutory Auditors of the Company during the course of theaudit.

c. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31st MARCH 2018:

Secretarial Audit Report pursuant to the provisions of Section 204 read with Section134(3) of the Companies Act 2013 obtained from Practicing Company Secretary. M/s Rathiand Associates Company Secretaries is attached and forms part of this Report and markedas Annexure III.

The Secretarial Auditors in their report have commented that provisions of Section 149of the Companies Act 2013 read with Rule 3 of the Companies (Appointment andQualification of Directors) Rules 2014 for appointment of woman director have not beencomplied with. Your Directors state that the Company has appointed Ms. Pallavi Balkur asan additional director with effect from April 06 2018.

d. RELATED PARTY TRANSACTIONS:

During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions.

6. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with 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 2018 made under theprovisions of Section 92(3) of the Act is attached as Annexure IV which forms partof this Report.

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.have been furnished in Annexure V which forms part of this Report.

c. DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any equity shares with differential rights during the yearunder review and hence no information as per provisions of Section 43(a)(ii) of theCompanies Act 2013 read with Rule 4(4) of the Companies (Share Capital and Debenture)Rules 2014 is furnished.

d. DISCLOSURE RELATING TO SWEAT EQUITY SHARE:

The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1 )(d) of the Companies Act 2013read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.

e. DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASESCHEME:

The Company does not have any Employee Stock Option Scheme or Employee Stock PurchaseScheme. Hence no information as per the provisions of Section 62(1)(b) of the CompaniesAct 2013 read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014has been furnished.

e. SHARE CAPITAL:

During the year under review the Company has not issued any shares and hencedisclosures under Section 43(a)(ii) Section 54(1)(d) and Section 62(1)(b) of theCompanies Act 2013 read with relevant rules are not required to be furnished. The Companydoes not have a scheme of ESOP and hence disclosures pursuant to Section 67(3) of theCompanies Act 2013 are also not required to be furnished.

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

All elements of remuneration package such as salary benefits bonusesstock options pension etc. of all the directors Not Applicable
Details of fixed component and performance linked incentives along with the performance criteria Not Applicable
Service contracts notice period severance fees Not Applicable
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 Not Applicable

7. 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. Acceptance of deposits covered under Chapter V of the Act.

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

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

8. ACKNOWLEDGEMENTS AND APPRECIATION:

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

For and on behalf of the Board

Vatan Pathan Rajesh Kumar Mittal
Director & CEO Director
DIN:07468214 DIN: 07957284
Date: 08/05/2018
Place: Mumbai
Registered Office
805/806 Windsor 8th Floor Off CST Road
Kalina Santacruz East Mumbai - 400 098.
CIN: L65910MH1984PLC034514
Tel No. 022-67742500 Fax No. 022-67742400
Website: www.hathwaybhawani.com
Mail: investors.bhawani@hathway.net

ANNEXURE II

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

Median Remuneration: Rs. 263704/- per annum

Director: Remuneration paid to CEO: Rs. Nil/- per annum

The percentage increase in the median remuneration of employees in the financial year:26.41%

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

Sr. No Name of the Director/KMP & their Designation Remunerat ion of Managing Director for financial year 2017-18 (Amount in Rs.) % increase in Remunerate n in the Financial Year 2017-18 Ratio of remuneration of each Director/ to median remuneration of employees Comparison of the Remuneration of the Directors/KMP against the performance of the Company
1. Mr. Sameer Joseph1 Managing Director & CEO Nil Nil Nil Nil
2. Mr. Basant Haritwal Chief Financial Officer Nil Nil Nil Nil
3. Mr. Manoj Dere2 Company Secretary Nil Nil Nil Nil

Note: Managing Director & CEO and KMP's are getting remuneration from the holdingCompany. 1For a period from 01/04/2017 to 04/10/2017.

2For a period from 23/05/2017 to 31/03/2018.

There were 15 permanent employees on the rolls of the Company.

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

As on 31 st March 2018 (Current F.Y.) As on 31st March 2017 (Previous F.Y.)
Market Capitalization Rs. 2.20 Crores Rs. 3.13 Crores
Price Earnings Ratio Not Applicable Not Applicable

 

As on 31st March 2018 (Current F.Y.)

As on 31st March 2017 (Previous F.Y.)

Percentage increase over decrease in the market quotations of the shares of the Company as compared with last public offer rate As on Market Value (RS.) Face Value (Rs.) % increase Year on Year % Increase As on Market Value (ns.) Face Value (Rs.) % increase Year on Year % increase
31.03.2018 2.72 10.00 (29.72) (71.35) 31.03.2017 3.37 10.00 (41.63) (79.37)
Rate at which the Company came out with the last public offer

Rs. 10/- (at par)

Rs. 10/- (at par)

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

Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year: Nil

Percentile increase in the managerial remuneration: Nil

The ratio of the remuneration of the highest paid director to that of the employees whoare not directors but receive remuneration in excess of the highest paid director duringthe year:

Highest paid Director

Employees other than directors receiving remuneration in excess of the highest paid Director

Ratio of remuneration

Name of Director Remuneration received Name of Employee Remuneration received
Not Applicable

The Company hereby affirms that the remuneration is as per the remuneration policy ofthe Company. STATEMENT PURSUANT TO RULE 5(2) OF COMPANIES (APPOINTMENT AND REMUNERATIONOF MANAGERIAL PERSONNEL) RULES 2014:

A. List of employees of the Company employed throughout the financial year 2017-18 andwere paid remuneration not less than Rs. 102 Lakhs per annum:

Sr.

No

Name Deslgnatlo

n

Date of Joining Remuneratl

on

Age

(years)

Experl

-ence

(Years)

Quallflcatl

on

Last employment and designation held
Nil

B. Employees employed for the part of the year and were paid remuneration during thefinancial year 2017-18 at a rate which in aggregate was not less than Rs. 8.50 Lakhs permonth:

Sr.

No

Name Designatio

n

Date of Joining Remunerati

on

Age

(years)

Experi

-ence

(Years)

Qualificati

on

Last employment and designation held
Nil

For and on behalf of the Board

Vatan Pathan Rajesh Kumar Mittal
Director & CEO Director
DIN:07468214 DIN: 07957284
Date: 8th May 2018
Place: Mumbai

Registered Office:

805/806 Windsor 8th Floor Off CST Road

Kalina Santacruz East Mumbai - 400 098.

CIN: L65910MH1984PLC034514

Tel No. 022-67742500 Fax No. 022-67742400

Website: www.hathwaybhawani.com

Mail: investors.bhawani@hathway.net

ANNEXURE V

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

(A) Conservation of energy:

Steps taken or impact on conservation of energy Not Applicable
Steps taken by the company for utilizing alternate sources of energy
Capital investment on energy conservation equipments

(B) Technology absorption:

Efforts made towards technology absorption

Not Applicable

Benefits derived like product improvement cost reduction product development or import substitution
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
Details of technology imported

Not Applicable

Year of import
Whether the technology has been fully absorbed
If not fully absorbed areas where absorption has not taken place and the reasons thereof
Expenditure incurred on Research and Development

(C) Foreign exchange earnings and Outgo:

1st April 2017 to 31st March 2018 1st April 2016 to 31s' March 2017
[Current F. Y. ] [Previous F.Y.]
Amount (Rs. In Crores) Amount (Rs. In Crores)
Actual Foreign Exchange earnings Nil Nil
Actual Foreign Exchange outgo Nil Nil

For and on behalf of the Board

Vatan Pathan Rajesh Kumar Mittal
Director & CEO Director
DIN:07468214 DIN:07957284
Date: 8th May 2018
Place: Mumbai