The Board of Directors are pleased to present the Company's 38thAnnual Report and the Company's audited financial statement for the financial yearended March 31 2022.
1. Financial Results
The Company's financial performance (Standalone and Consolidated)for the year ended March 31 2022 is summarized below: -
(Rs in lakhs)
| ||STANDALONE ||CONSOLIDATED |
| ||2021-22 ||2020-21 ||2021-22 ||2020-21 |
|Revenue from Operations ||381.59 ||436.00 ||381.59 ||436.00 |
|Other Income ||7.72 ||5.32 ||7.72 ||5.32 |
|Profit /(Loss) before Tax ||100.31 ||137.17 ||100.31 ||137.10 |
|Less: Current Tax ||0.00 ||(6.52) ||0.00 ||(6.52) |
|Deferred Tax ||14.36 ||36.66 ||14.36 ||36.66 |
|Profit/ (Loss) for the year ||85.95 ||107.03 ||79.71 ||106.96 |
|Add: Other Comprehensive Income (OCI) ||(0.16) ||0.32 ||0.59 ||0.35 |
|Total Comprehensive Income for the year ||85.79 ||107.35 ||80.30 ||107.31 |
|Add: || || || || |
|Opening Balance in Retained Earnings and OCI (Adjusted) ||(723.59) ||(830.94) ||(729.05) ||(836.36) |
|Less: || || || || |
|Appropriation ||- ||- ||- ||- |
|-General Reserve ||- ||- ||- ||- |
|Closing Balance of Retained Earnings and OCI ||(637.80) ||(723.59) ||(648.77) ||(729.06) |
2. Transfer to Reserves
The Board of Directors of the Company have not transferred any amountto the Reserves during the year under review.
3. Result of Operations and State of Company's affairs
During the year under review the total revenue from operations was Rs381.59 lakhs on standalone basis and Rs 381.59 lakhs on consolidated basis as compared tothe last year's revenue of Rs 436.00 lakhs on standalone basis and Rs 436.00 lakhs onconsolidated basis respectively. The Profit after tax of your Company was Rs 85.95 lakhson standalone basis and Rs 79.71 lakhs on consolidated basis as compared to the lastyear's Profit after tax was Rs 107.03 lakhs on standalone basis and Rs 106.96 lakhson consolidated basis respectively.
4. Details of Material changes from the end of the Financial Year tillthe date of this Report
There were no material changes taken place from the end of thefinancial year till the date of this Report.
The Board of Directors of the Company have not recommended any dividendon Equity Shares for the year under review.
6. Management Discussion and Analysis
Management Discussion and Analysis Report for the year under review asstipulated under Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("SEBI (LODR)") is presented in aseparate section which forms part of the Annual Report.
7. Business Operations of the Company
The last two year had been a very challenging due to the onset of theCovid-19 pandemic which led to the migration of some of our Customers to their home towns.However we as a group instead of being bogged down by the challenges posed by thepandemic undertook a lot of new initiatives to delight our Customers.
Hathway Digital Limited the MSO Company (holding 26.67% in theCompany) has strengthen its systems and technical capabilities to ensure uninterruptedservice to esteemed customers and undertaken several new initiatives during the year asgiven below:
Next generation HEVC HD box and OTT hybrid box were launchedduring the year;
Introduced digital prepaid offering for transactionalconvenience of Customers;
Online renewal facility to empower customers by giving them thefreedom to renew their packages at the click of a button through MyJio App at their ownconvenient time and place;
Instant customer activation to enrich customer experience withno time lag;
Leveraging platforms like WhatsApp for continuous customerengagement;
New digital eCAF process including IVR-based authentication inaddition to OTP process.
8. Consolidated Financial Statement
I n accordance with the provisions of the Companies Act 2013("the Act") and SEBI (LODR) read with Ind AS-110 (Consolidated FinancialStatement) Ind AS-28 (Investments in Associates and Joint Ventures) the consolidatedaudited financial statement forms part of the Annual Report.
9. Subsidiary Company
During the year under review and till the date of this report no newcompany has become or ceased to be subsidiary of the Company.
A Statement providing details of performance and salient features ofthe financial statements of Subsidiary company as per Section 129(3) of the Act("AOC-1") is provided as Annexure I to this Report.
The audited Financial Statement including the Consolidated FinancialStatement of the Company and all other documents required to be attached thereto areavailable on Company's website and can be accessed at www.hathwaybhawani.com.The financial statement of the subsidiary Company can also be accessed at theCompany's website.
The Company has formulated a policy for determining MaterialSubsidiaries and the same is placed on the Company's website and can be accessed at https://www.hathwaybhawani.com/assets/pdf/policy-on-material-subsidiary.pdf.
10. Secretarial Standards
The Directors state that applicable Secretarial Standards i.e. SS-1and SS-2 relating to Meetings of the Board of Directors' and GeneralMeetings' respectively have been duly complied with by the Company.
11. Directors' Responsibility Statement
The Board of Directors state that:
a) I n the preparation of the annual accounts for the financial yearended March 31 2022 the applicable accounting standards read with requirements set outunder Schedule III to the Act have been followed and there were no material departuresfrom the same;
b) the Directors have selected such accounting policies and appliedthem consistently and made judgements and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at March 312022and of the profit of the Company for the financial year ended on that date;
c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d) the Directors have prepared the annual accounts on a goingconcern' basis;
e) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and
f) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.
12. Contracts and arrangements with Related Parties
All contracts / arrangements / transactions entered by the Companyduring the financial year with related parties were in its ordinary course of business andon an arm's length basis.
During the year the Company had not entered into any contract/arrangement / transaction with related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions orwhich is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read withSection 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014.
There were no materially significant related party transactions whichcould have potential conflict with interest of the Company at large.
The Policy on Materiality of Related Party Transactions and dealingwith Related Party Transactions as approved by the Board is put up on the Company'swebsite and can be accessed at https://www.hathwaybhawani.com/assets/pdf/hathway-bhawani-related-party-transactions-policy.pdf.
Members may refer Note 4.09 to the Standalone Financial Statement whichsets out related party disclosures pursuant to Ind AS.
13. Corporate Social Responsibility
Pursuant to the provisions of Section 135 of the Act read with Rule3(2) the Companies (Corporate Social Responsibility Policy) Rules 2014 the Company wasnot required to comply with the provisions of Corporate Social Responsibility("CSR") as the Company did not meet the criteria of applicability of provisionsof CSR for three consecutive preceding financial years.
Accordingly the Company has dissolved the CSR Committee during theperiod under review.
14. Risk Management
Hathway Cable and Datacom Limited ("HCDL") the HoldingCompany has adopted Risk Management Policy which is detailed and provides for exhaustiveRisk Management framework which is applicable to its Subsidiaries and Joint Ventures. TheCompany being subsidiary of HCDL follows the same. The Risk Management framework definesthe risk management process which focus on four key elements viz. Risk IdentificationRisk assessment Risk Management and Risk Monitoring. The Board of Directors of theCompany has been entrusted with the responsibility of overseeing effective implementationmonitoring of risk management plan and policy continuous review and obtaining assurancefrom the management for timely identifying managing and mitigating the emerging riskassociated with the Company.
Further details on Risk Management activities are covered in ManagementDiscussion and Analysis section which forms part of the Annual Report.
15. Internal Financial Controls
The Company has adequate internal financial controls commensurate withthe size of the business and nature of its operations designed to provide reasonableassurance with regard to the accuracy and completeness of the accounting records andtimely preparation and provision of reliable financial statements.
The internal financial controls have been embedded in the businessprocesses. Assurance on the effectiveness of internal financial controls is obtainedthrough management reviews continuous monitoring by functional head as well as sampletesting of the internal financial control systems by the independent Auditors during thecourse of their audits.
The Audit Committee quarterly reviews adequacy and effectiveness ofCompany's Internal Controls and monitors the implementation of audit recommendationsif any.
16. Directors and Key Managerial Personnel Retiring by rotation
I n accordance with the provisions of the Act and the Articles ofAssociation of the Company Mr. Vatan Pathan (DIN: 07468214) Non-Executive Director ofthe Company retires by rotation at the ensuing Annual General Meeting and being eligiblehas offered himself for re-appointment. The Board of Directors on the recommendation ofthe Nomination and Remuneration Committee ("NRC") has recommended hisre-appointment.
Change in the Key Managerial Personnel of the Company
Save and except aforementioned there were no other change in Directorsand Key Managerial Personnel of the Company.
The Company has received declarations from all Independent Directors ofthe Company confirming that they meet the criteria of independence prescribed under theAct and SEBI (LODR).
17. Performance Evaluation
During the year under review NRC has specified the manner foreffective evaluation of performance of the Board its committees and individual directorsin accordance with the provisions of Section 178 of the Act and performance evaluation wascarried out in accordance therewith.
The Board evaluated its own performance and performance of individualDirectors. Each Committee self-evaluated its own performance and submitted its report ofself-evaluation to the NRC. The NRC further evaluated based on self-evaluation reportssubmitted by various Committees and submitted its consolidated report on Committeesevaluation to Board of Directors.
18. Auditors and Auditors' Report Statutory Auditors
M/s. Nayan Parikh & Co. Chartered Accountants (Firm RegistrationNo. 107023W) were appointed as Statutory Auditors of the Company for a term of 5 (five)consecutive years at the Annual General Meeting held on September 26 2017 andaccordingly their first tenure shall end at the conclusion of the Thirty-Eighth AnnualGeneral Meeting. The Board of Directors propose to re-appoint M/s. Nayan Parikh & Co.Chartered Accountants as Statutory Auditors of the Company for second term of 5consecutive years beginning from the conclusion of the Thirty-Eighth Annual GeneralMeeting till the conclusion of Forty-Third Annual General Meeting. They have confirmedtheir eligibility and qualifications required under the Act for holding office asStatutory Auditors of the Company.
The Notes on financial statement referred to in the Auditors'Report are self-explanatory and do not call for any further comments. The Auditors'Report does not contain any qualification reservation adverse remark or disclaimer.
The Board of Directors of the Company had appointed M/s. Rathi &Associates Company Secretaries to conduct Secretarial Audit for the financial year2021-22. The Secretarial Audit Report for the financial year ended March 31 2022 isprovided as Annexure II to this Report. The Secretarial Audit Report does notcontain any qualification reservation adverse remark or disclaimer.
19. Disclosures Meetings of the Board
The Board of Directors met four times during the financial year onApril 15 2021 July 15 2021 October 18 2021 and January 11 2022. The intervening gapbetween two consecutive meetings was within the period specified under the Act.
The Audit Committee of the Company comprises 3 members viz. Mr. DilipWorah Independent Director (Chairman) Mr. L. K. Kannan Independent Director and Ms.Pranjali Gawde Non-Executive Director of the Company are the Members of the Committee.The constitution and terms of reference of the Committee is as per Section 177 of the Act.All recommendations made by the Audit Committee were accepted by the Board. The AuditCommittee met five times during the year on April 15 2021 July 15 2021 October 182021 January 112022 and March 30 2022.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee (NRC) comprises 3 membersviz. Mr. L. K. Kannan Independent Director (Chairman) Mr. Dilip Worah IndependentDirector and Mr. Vatan Pathan Non-Executive Director of the Company are the Members ofthe Committee. The NRC Committee met two times during the year on April 15 2021 andJanuary 11 2022.
During the year under review the Board has approved and adoptedPolicies namely Policy for Selection of Directors and Determining DirectorsRsindependence Remuneration Policy for Directors Key Managerial Personnel and SeniorManagement and Policy on Board Diversity in place of existing Nomination and RemunerationPolicy which can be accessed on the Company's website at :
The aforesaid Policies sets out the guiding principles for the NRC foridentifying persons who are qualified to become Directors and to determine theindependence of Directors in case of their appointment as independent directors of theCompany; recommending to the Board the remuneration of the Directors Key ManagerialPersonnel and Senior Management of the Company and the approach to diversity on the Boardof Directors of the Company.
Stakeholders' Relationship Committee
The Stakeholders' Relationship Committee comprises 3 members viz. Mr.Vatan Pathan Non-Executive Director (Chairman) Ms. Pranjali Gawde Non-ExecutiveDirector and Mr. Dilip Worah Independent Director of the Company are the Members of theCommittee. The Committee met four times during the year on April 15 2021 July 15 2021October 18 2021 and January 11 2022.
20. Vigil Mechanism
The Company promotes ethical behavior in all its business activities.Towards this the Company has adopted a Policy on Vigil Mechanism and Whistle BlowerPolicy. Protected disclosures can be made by a whistle blower through an e-mail or aletter to the immediate supervisor or Chief Executive officer or the Compliance officer orthe Chairman of the Audit Committee of the Company. The Audit Committee also reviewscomplaints/issues (if any) raised through Vigil Mechanism or by any Whistle blower on aquarterly basis.
During the year under review the Board has updated the Vigil Mechanismand Whistle Blower Policy which can be accessed on the Company's website at https://www.hathwaybhawani.com/assets/pdf/Vigil%20Mechanism%20and%20Whistle-Blower%20Policy.pdf.
During the year under review no protected disclosure concerning anyreportable matter in accordance with the Vigil Mechanism and Whistle Blower Policy of theCompany was received by the Company.
21. Particulars of loans given investments made guarantees given andsecurities provided
During the year under review there were no loans given investmentmade guarantees given or securities provided in terms of Section 186 of the Act.
22. Energy Conservation Technology Absorption and Foreign ExchangeEarnings and Outgo
The particulars relating to conservation of energy technologyabsorption foreign exchange earnings and outgo as required to be disclosed under theAct are provided in Annexure III to this Report.
23. Annual Return
As required under Section 134(3)(a) of the Act the Annual Return isavailable on the Company's website and can be accessed athttps://www.hathwaybhawani.com/assets/pdf/HBCDL Annual Return AGM 2021-22.pdf.
24. Particulars of Employees and related Disclosures
Disclosures relating to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms part of this Report.
Having regard to the provisions of the second proviso to Section 136(1)of the Act and as advised the Annual Report excluding the aforesaid information is beingsent to the members of the Company. Any member interested in obtaining such informationmay write to the Company on email id email@example.com.
25. Prevention of Sexual Harassment at Workplace
In accordance with the requirement of the Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013 ("POSH Act") andRules made thereunder the Company has formed Internal Committee for various work placesto address complaints pertaining to sexual harassment in accordance with the POSH Act. TheCompany has a policy for prevention of Sexual Harassment which ensures a free and fairenquiry process with clear timelines for resolution. There were no cases/complaints filedduring the year under POSH Act.
The Board of Directors state that no disclosure or reporting isrequired in respect of the following items as there were no transactions or applicabilityon these items during the year under review:
i) Details relating to deposits covered under Chapter V of the Act.
ii) Issue of equity shares with differential rights as to dividendvoting or otherwise.
iii) Issue of shares (including sweat equity shares and Employees'Stock Options Schemes) to employees of the Company under any scheme.
iv) Significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operations infuture.
v) Fraud reported by the Auditors to the Audit Committee or the Boardof Directors of the Company.
vi) Scheme of provision of money for the purchase of its own shares byemployees or by trustees for the benefit of employees.
vii) Maintaining of cost records in terms of Section 148(1) of the Act.
viii) Payment of remuneration or commission from any of its Holding orSubsidiary Companies to the Managing Director of the Company.
ix) Change in the nature of business of the Company.
x) Details of any application filed for Corporate Insolvency underCorporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code 2016.
xi) Instance of one-time settlement with any Bank or FinancialInstitution.
xii) Statement of deviation or variation in connection withpreferential issue.
xiii) Issue of debentures/bonds/warrants/any other convertiblesecurities.
xiv) Instances of transferring the funds to the Investor Education andProtection Fund.
The Board of Directors would like to express their sincere appreciationfor the assistance and co-operation received from the Banks Government authoritiesCustomers Vendors and Members during the year under review. The Board of Directors alsowish to place on record their deep sense of appreciation for the committed services by theCompany's Executives Staff and Employees.
| ||For and on behalf of the Board || |
| ||Vatan Pathan ||Pranjali Gawde |
| ||Director & CEO ||Director |
| ||DIN: 07468214 ||DIN: 08754715 |
|Date: April 11 2022 || || |
|Place: Mumbai || || |
|Registered Office || || |
|805/806 Windsor 8th Floor Off CST Road || || |
|Kalina Santacruz (East) Mumbai - 400 098 || || |
|CIN: L65910MH1984PLC034514 || || |
|Tel No. 022 4054 2500 Fax: 022 4054 2700 || || |
|Website: www.hathwaybhawani.com || || |
|E-mail: firstname.lastname@example.org || || |