The Board of Directors are pleased to present the Company's 60th AnnualReport and the Company's audited financial statement for the financial year ended 31 stMarch 2020.
1. Financial results
The Company's financial performance for the year ended 31 st March 2020 issummarized below: -
(Rs. in Crores)
| || |
|particulars ||2019-20 ||2018-19 ||2019-20 ||2018-19 |
|revenue from operations ||567.69 ||527.63 ||1798.39 ||1558.29 |
|other income ||250.34 ||54.86 ||245.75 ||60.91 |
|Profit/(Loss) before Tax ||107.69 ||(57.07) ||109.57 ||(626.56) |
|Less: Current Tax ||- ||- ||0.12 ||0.06 |
|Deferred Tax ||91.05 ||(267.67) ||3.98 ||(438.95) |
|Profit/(Loss) for the year ||16.64 ||210.60 ||105.47 ||(187.67) |
|add: Other Comprehensive Income (OCI) ||0.04 ||0.85 ||(0.02) ||1.14 |
|Total Comprehensive Income for the year ||16.68 ||211.45 ||105.45 ||(186.53) |
|add: Opening Balance in Retained Earnings and OCI (Adjusted) ||(777.76) ||(989.21) ||(1441.31) ||(1254.70) |
|Less: Appropriation || || || || |
|- General Reserve ||- ||- ||- ||- |
|closing Balance of Retained Earnings and OCI ||(761.09) ||(777.76) ||(1335.86) ||(1441.24) |
2. transFer to reserve
The Board of Directors of the Company have not transferred any amount to the Reservesfor the year under review.
3. result oF operations & state oF coMpany's aFFairs
During the year under review the total revenue from operations was Rs. 567.69 croreson standalone basis and Rs. 1798.39 crores on consolidated basis as compared to the lastyear's revenue of Rs. 527.63 crores on standalone basis and Rs. 1558.29 crores onconsolidated basis respectively. The post-tax profit of your Company was Rs. 16.64 croreson standalone basis and Rs. 105.47 crores on consolidated basis as compared to the lastyear's post-tax profit of Rs. 210.60 crores on standalone basis and post-tax Lossof Rs. 187.67 crores on consolidated basis respectively.
4. scheMe oF aMalgaMation anD corporate restructuring
During the year under review the Board of Directors of the Company on recommendationof the Audit Committee approved composite scheme of Amalgamation and Arrangement betweenthe Company Den Networks
Limited (DEN) TV18 Broadcast Limited (TV18) Network18 Media & Investments Limited(Network18) Media18 Distribution Services Limited (Media18) Web18 Digital ServicesLimited (Web18) and Digital18 Media Limited (Digital18) and their respective shareholdersand creditors with appointed date 1st February 2020 under the applicableprovisions of the Companies Act 2013 ("the Act").
The Scheme inter - alia provides for amalgamation of the Company DEN and TV18 intoNetwork18 and transfer of the cable broadband and digital businesses by Network18 to it's3 (three) separate wholly owned subsidiaries namely Media18 Web18 and Digital18respectively.
The said Scheme is inter alia subject to approval from shareholders and creditors ofthe companies which are party to the Scheme approval of the BSE Limited the NationalStock Exchange of India Limited the Securities and Exchange Board of India the CentralGovernment the Hon'ble National Company Law Tribunal the Department of Telecommunicationand any other appropriate authorities as may be required.
5. Details oF Material changes FroM the enD oF the Financial year till the DateoF this report
Subsequent to the outbreak of Coronavirus (COVID-19) and consequential nation wide lockdown declared across the country on 20th March 2020 by the Government ofIndia which further got extended till 3rd May 2020 the Company has continuedto operate and provide internet services to its customers which has been declared as anessential service without any significant However disruptions to businesses worldwideand economic slowdown may have its eventual impact on the Company. A definitive assessmentof the impact is not possible at this point of time in view of the highly uncertaineconomic environment and the scenario is still evolving.The Company has evaluated itsliquidity position and of recoverability and carrying values of its assets and haveconcluded that no material adjustments is required at this stage in its financialstatements
The Board of Directors of the Company have not recommended any dividend on EquityShares for the year under review.
7. ManageMent Discussion anD analysis
Management's Discussion and Analysis Report for the year under review as stipulatedunder Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI (LODR)" is presented in a separatesection which forms part of the Annual Report.
8. BusIness OPeraTIOns/PerfOrmanCe oF the coMpany anD its Major suBsiDiaries
The developments in business operations / performance of the Company and its majorsubsidiaries consolidated with the Company are as below:
a. Broadband Business
With deployment of GPON FTTH and Parallel network in High Potential High PenetratedDOCSIS home passes the Company assessed an opportunity to increase market share byoffering 200-500 MBPS speed to its premium consumers which resulted in increase ofminimum data limits across country to 200 GB/consumer/month. Besides during this year theCompany focused largely to re-engineer its customer front-ending processes to make themtechnology enabled so as to drive operational efficiencies and enhanced consumerexperience From consumer behaviour point of view the year experienced gradual shift inconsumers OTT viewing to large screen thereby further strengthening our business case forFTTH. The growth in OTT segment growth is allowing us to leverage our high-speed broadbandofferings.
The average bandwidth consumption (MBPS) per subscriber is 1.04. The average data usageper customer per month has now reached 188 GB which shows customers preference of watchingonline media and reflects the binge-watching culture of users. The average speed offeredto our customers is 94 MBPS.
Your Company has always invested and focused to bring path breaking innovativetechnological products and offerings to its customers. Living by this philosophy theCompany continued to focus on Hathway Play Box based on android platform which providesworld class large screen OTT viewing experience to our privileged customers. Hathway Playbox also allows consumers to experience Android gaming on big screen including multipleusers having gaming fun on same screen. It also provides consumers a smarter way to watchall Google Play content on a big screen. These initiatives help to increase customersticky-ness and to retain customers for longer duration.
India has around 19.14 Mn wireline broadband subscribers as on 31st December 2019 (Asper revised definition i.e. a Broadband customer is a customer having minimum speed of 512KBPS).
Comparing the trend on 9-month basis the wireline broadband number has added by 0.72Mn subscribers (March 2019 18.42 Mn) [Source-TRAI Report February 2020]. Customersincreasingly prefer wireline broadband as it allows online media consumption and seamlessaccessibility of data to multiple devices while at home.
The Company's technologic edge customer centricity unique value preposition ofproduct and service offerings continuous improvement of business process optimizationusage of resources and its lean towards digitisation and automation helped Company garnerstrong FTTH customers acquisition growth during the year.
B. cable television Business:
This has been a transformational year for Cable
Television Business post implementation of New Tariff Order (NTO) from 1 stFebruary 2019. The purpose of the new tariff order was to bring transparency to endcustomers and provide them freedom to watch television of their choice and also to bringfairness in share allocation of subscription revenues within the stakeholders.
To meet the end objective of effective implementation of New Tariff order andestablishing a sustainable renewed business model the Company undertook series oftransformational initiatives. These initiatives largely thrive on our technologicalsupremacy over competition to provide best-in-class experience to our customers and manyof these are industry first initiatives. Some of key initiatives are enumeratedbelow:
Enhanced our system and technical capabilities to meet customer wants to watchtelevision of their choice;
Enables access of Mobile Apps and Portals to our customers and LCOs;
Encouraging LCO's to empower their customers with online renewal facility;
Advanced technical capability to provide timely renewal notifications to customerscoupled with SMS alerts;
- Instant Enhanced Customer order fulfillment
Unique bouquet of customer offerings Android Hybrid Cable & OTT STB;
Automated multi-lingual Call Center providing enhanced customer service experience;
Your Company has successfully implemented DPO packs for all regions. Packaging is basedon the extensive consumer research and focused group interviews with the customers alongwith input from Local Cable Operators. In view of the NTO the relationship between thestakeholders has improved which helped us to drive our initiatives.
9. creDit rating
The Company's financial discipline and prudence is reflected in the strong creditratings ascribed by rating agencies. The details of credit ratings are disclosed in theCorporate Governance Report which forms part of the Annual Report.
10. consoliDateD Financial stateMent
In accordance with the provisions of the Act and SEBI (LODR) read with Ind AS-110(Consolidated Financial Statement) Ind AS-28 (Investments in Associates and JointVentures) the consolidated audited financial statement forms part of the Annual Report.
11. suBsiDiaries joint ventures anD associate coMpanies
During the year under review and till the date of this report no company has become orceased to be subsidiary joint venture or associate of the Company.
A statement providing details of performance and salient features of the financialstatements of Subsidiary/ Associate/ Joint Venture companies as per Section 129(3) of theAct is provided as annexure I to this report.
The audited financial statement including the consolidated financial statement of theCompany and all other documents required to be attached thereto is put up on the Company'swebsite and can be accessed at https:// www.hathway.com/About/QuarterlyFinancialResults#.
The financial statements of the subsidiaries as required are put up on the Company'swebsite and can be accessed at https://www.hathway.com/About/Subsidiaries
The Company has formulated a policy for determining Material Subsidiaries and the sameis placed on the website of the Company at https://www.hathway.com/assets/pdf/Policies/Policy%20on%20material%20 subsidiaries_2014-15_11.02.2015.pdf
12. secretarial stanDarDs
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto Meetings of the Board of Directors' and General Meetings' respectivelyhave been duly followed by the Company.
13. Directors' responsiBility stateMent
The Board of Directors state that:
a) in the preparation of the annual accounts for the year ended 31st March2020 the applicable accounting standards read with requirements set out under ScheduleIII to the Act have been followed and there were no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at31 of st March 2020 and of theprofit the Company for the year ended on that date;
c) the Directors have taken proper and care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern' basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operatingeffectively.
14. corporate governance
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by the Securities and ExchangeBoard of India ("SEBI").
The detailed Corporate Governance Report of the Company in pursuance of the SEBI (LODR)forms part of the Annual Report of the Company. The requisite Secretary Certificateconfirming compliance with the conditions of Corporate Governance as stipulated under theSEBI (LODR) is enclosed to the Corporate Governance Report.
15. contracts anD arrangeMents with relateD parties
During the year under review all the transactions which were within the purview ofSection 188 of the Act were on an arm's length basis and entered into in the ordinarycourse of business of the Company.
Members may refer Note 4.13 to the Standalone Financial Statement which sets outrelated party disclosures pursuant to Ind AS/applicable accounting standards. The Policyon Materiality of Related Party Transactions on dealing with Related Party Transactions asapproved by the Board is put up on the Company's website and can be accessed athttps://www.hathway.com/assets/ pdf/Policies/Related%20Party%20Transactions%20Policy_16.01.2020.pdf party There were no materially significant transactions which couldhave potential conflict with interest of the Company at large. sufficient
16. corporate social responsiBility
The Corporate Social Responsibility Committee has formulated and recommended to theBoard a Corporate Social Responsibility Policy (CSR Policy) indicating the activities tobe undertaken by the Company which has been approved by the Board.
In terms of the CSR Policy the focus areas of engagement shall be ruraltransformation affordable healthcare solutions access to quality educationenvironmental sustainability and protection of national heritage.
The Company's average net profitfor the three immediately preceding financial years wasnegative. Hence in terms of the Act during the year under review the Company was notrequired to spend any amount on CSR activities.
The CSR Policy may be accessed on the Company's website athttps://www.hathway.com/assets/pdf/Policies/ CSR%20Policy.pdf
17. risk ManageMent
The Company has in place Risk Management Committee which has established a robust RiskManagement Policy and an adequate risk management infrastructure in place capable ofaddressing all the risks that the organization faces such as financial credit marketliquidity security T (cyber risk) legal regulatory reputational risks and such otherrisks.
The Risk Management Committee manages monitors and reports on the principal risks anduncertainties that can impact its ability to achieve its strategic objectives. TheCompany's management systems organisational structures processes standards code ofconduct and behaviors governs how the Company conducts the business and manages associatedrisks.
18. internal Financial controls
The Company has adequate internal financial controls commensurate with the size of thebusiness and nature of its operations designed to provide reasonable assurance withregard to the accuracy and completeness of the accounting records and timely preparationand provision of reliable financial statements.
19. Directors anD key Managerial personnel
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Viren Raheja (DIN: 00037592) and Ms. Geeta Fulwadaya (DIN: 03341926)Directors of the Company retire by rotation at the ensuing Annual General Meeting andbeing eligible have offered themselves for re-appointment. The Board of irectors haverecommended their re-appointment.
During the year the Board of Directors of the Company have appointed:
1. Mr. A. Siddharth (DIN: 00016278) as an Additional irector designated as anIndependent Director of the Company for a period of five years from 5th August 2019 to4th August 2024. Mr. A. Siddharth however resigned from the Board on 3rd September2019.
2. Mr. Sridhar Gorthi (DIN: 00035824) as an Additional irector designated as anIndependent Director of the Company for a period of five years from 5th August 2019 to 4thAugust 2024.
3. Mr. Sasha Mirchandani (DIN: 01179921) as an dditional Director designated as anIndependent Director of the Company for a period of five years from 5th August 2019 to 4thAugust 2024.
Mr. Sridhar Gorthi and Mr. Sasha Mirchandani completed their respective first tenure asIndependent Director on 4th August 2019. Appointment of Mr. Sridhar Gorthi andMr. Sasha Mirchandani as Independent Directors of the Company was subsequently approved bythe Shareholders of the Company through Postal Ballot on 4th anuary 2020.
In the opinion of the Board the Company has immensely benefited from the richexperience of Mr. Sridhar Gorthi as a Corporate Lawyer and Mr. Sasha Mirchandani asfinancial and investment expert during their previous tenure and looks forward to theircontinued support and guidance in taking the Company forward.
Ms. Ameeta Parpia's first tenure as Independent Director of the Company got completedon 10th February 2020.
The Board of Directors of the Company based on the recommendation of the Nominationand Remuneration Committee (NRC) at its meeting held on 16th January 2020approved her re-appointment for a second term as Independent Director of the Company for aperiod of five consecutive years with effect from 11th February 2020 to holdoffice up to 10 th February 2025. It is proposed to approve her re-appointment asIndependent Director by the Shareholders at the ensuing Annual General Meeting of theCompany.
The Board considers that given her background experience and contribution made by herduring her first tenure the continued association of Ms. Ameeta Parpia will be beneficialto the Company.
The tenure of Mr. Devendra Shrotri (DIN 02780296) ndependent Director expired on 4thAugust 2019. The oard places on record its appreciation for the valuable contributionmade by him during his tenure as an Independent Director of the Company.
Save and except aforementioned there were no other changes in the Board of Directorsand Key Managerial Personnel of the Company.
The Company has received separate declarations from all Independent Directors of theCompany respectively confirming that: i) they meet with the criteria of independence asprescribed under Section 149(6) of the Act.
ii) they have registered their names in the Independent Directors' Databank.
The Company has devised the Nomination and Remuneration Policy which is put up on theCompany's website at https://www.hathway.com/About/Policies.
The Policy sets out the guiding principles for the NRC for identifying persons who arequalified to become Director and to determine the independence of Directors in case oftheir appointment as Independent Directors of the Company. The Policy also provides forthe factors in evaluating the suitability of individual Board members with diversebackground and experience that are relevant for the Company's operations.
The Policy also sets out the guiding principles for the RC for recommending to theBoard the remuneration of the Directors Key Managerial Personnel and otheremployees.
There has been no major change in the aforesaid policy during the year.
20. perForMance evaluation
The Company has a policy for performance evaluation of the Board Committees and otherIndividual Directors (including Independent Directors) which include criteria forperformance evaluation of Non-executive Directors and Executive Directors.
In accordance with the manner specified by the Nomination and Remuneration Committeethe Committee carried out annual performance evaluation of the Board its Committees andIndividual Directors. The Independent Directors carried out annual performance evaluationof the Chairperson the Non-Independent Directors and the Board as a whole. The Chairmanof the respective Committees shared the report on evaluation with the respective Committeemembers. The performance of each Committee was evaluated by the Board based on report onevaluation received from respective Committees. A Consolidated Report was shared with theChairman of the Board for his review and giving feedback to each Director.
21. auDitors anD auDitors' report a. statutory auditors
M/s. Nayan Parikh & Co. Chartered Accountants (Firm Registration No.107023W) wereappointed as Statutory Auditors of the Company for a term of 5 (five) consecutive yearsat the Annual General Meeting held on 15th September 2017. They have confirmed theireligibility and qualifications required under the Act for holding office as StatutoryAuditors of the Company.
The Notes on financial statement referred to in the uditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer.
B. secretarial auditor
The Board of Directors of the Company has appointed M/s. Rathi & Associates toconduct Secretarial Audit for the financial year 2019-20. The Secretarial Audit Report forthe financial year ended 31st March 2020 is annexed herewith marked as annexureII to this Report. The Secretarial Audit Report does not contain any qualificationreservation adverse remark or disclaimer.
c. cost auditor
In accordance with the provisions of Section 148(1) of the Act read with the Companies(Cost Records and Audit) Rules 2014 the Company has maintained cost accounts andrecords.
The Board of Directors of the Company has appointed M/s. Ashok Agarwal & Co. CostAccountant as ost Auditor of the Company to conduct the audit of the cost recordsrelating to ISP Operations of the Company for the financial year 2019-20 under Section 148of the Act read with the Companies (Cost Records and Audit) Rules 2014.
22. Disclosures a. Meetings of the Board
During the financial year ended on 31st March 2020 7 (Seven) BoardMeetings were held. Further details of the meetings of the Board and its Committees aregiven in the Corporate Governance Report which forms part of the Annual Report.
B. audit committee
The Audit Committee of the Company comprises of Mr. Shridhar Gorthi (Chairman) Mr.Sasha
Mirchandani Mr. Viren Raheja and Ms. Ameeta
Parpia as Members. During the year all the recommendations made by the Audit Committeewere accepted by the Board.
C. Corporate social responsibility Committee
The Corporate Social Responsibility Committee comprises of Mr. Viren Raheja (Chairman)
Mr. Shridhar Gorthi and Mr. Rajan Gupta as
Members. Owing to the retirement of Mr. Devendra
Shrotri from the Board of Directors of the Company
Mr. Viren Raheja was appointed as Chairman of the
Committee with effect from 4th August 2019.
D. Business responsibility report Committee
The Business Responsibility Report Committee comprises of Mr. Rajan Gupta (Chairman)and Mr. Viren Raheja as Member.
As required under Regulation 34(2)(f) of SEBI LODR) your Company has published theBusiness Responsibility Report on its website which can be accessed through web linkhttp://www.hathway.com/ About/Annual eport.
e. other Board committees
In compliance with the provisions of the Act and EBI (LODR) the Board has constitutedNomination and Remuneration Committee Stakeholders' relationship Committee and RiskManagement Committee.
The details of the composition dates of meetings attendance and terms of reference ofeach of the Committees are disclosed in the Corporate Governance Report which forms partof the Annual Report.
F. particulars of loans given investments made guarantees given and securitiesprovided
The Company being a company providing Infrastructural facilities is exempted from theprovisions of Section 186 of the Act relating to loan and guarantee given and securityprovided by the Company. During the year under review the Company made an investment ofRs. 7037921/- (13613 Equity Share of Rs. 10 each at a premium of Rs. 507 per EquityShare) through Right Issue in Hathway Sai Star Cable & Datacom Private Limited.
g. under section ii of schedule v of the act
Corporate Governance: (Applicable to Companies giving remuneration as per Section II ofSchedule V):
|particulars ||rajan gupta |
|All elements of remuneration package such as salary benefits bonuses stock options pension etc. of all the Directors (Applicable only in case of Managing Director) ||Rs. 44113751* |
|Details of fixed component and performance linked incentives along with the performance criteria ||Fixed: Rs. 39210751* |
| ||Variable: Rs. 4903000 |
|Service contracts notice period severance fees ||Nil |
|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 ||Nil |
*Includes provident fund of Rs. 1296000/-
Note: The remuneration of Mr. Rajan Gupta was revised during the year and was dulyapproved by the Shareholders through postal Ballot on 4th January 2020.
h. vigil Mechanism
The Vigil Mechanism of the Company also incorporates a whistle blower policy. Protecteddisclosures can be made by a whistle blower through an e-mail or a letter to theCompliance Officer or to the Chairman of the Audit Committee. The Vigil Mechanism andWhistle Blower Policy may be accessed on the Company's website at https://www.hathway.com/About/Policies.
During the year under review no protected disclosure concerning any reportable matterin accordance with the Vigil Mechanism and Whistle Blower Policy of the Company wasreceived by the Company.
23. prevention oF sexual harashMent at work place
As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 ("POSH Act") and Rules made thereunderthe Company has formed Internal Committee for various work places to address complaintspertaining to sexual harassment in accordance with the POSH Act. The Company has a policyfor prevention of Sexual Harassment which ensures a free and fair enquiry process withclear timelines for resolution. There were no cases/complaints filed during the year underPOSH Act.
24. energy conservation technology aBsorption anD Foreign exchange earnings anD outgo
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided in annexureIII to this Report.
25. annual return
As required under Section 134(3)(a) of the Act the extract of Annual Return in formMGT 9 is put up on the Company's website and can be accessed at https://www.hathway.com/assets/pdf/Annual%20Report/Extract%20 of%20Annual%20Return_31.03.2020.pdf andextract of the Annual return in form MGT 9 for the FY 2018-19 can be accessed athttps://www.hathway.com/assets/ pdf/Annual%20Report/Extract%20of%20Annual%20Return_31.03.2019.pdf
26. particulars oF eMployees anD relateD Disclosures
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names of the top ten employees in terms of remuneration drawn andnames and other particulars of the employees drawing remuneration in excess of the limitsset out in the said rules forms part of this Report. Disclosures relating to remunerationand other details as required under Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part ofthis Report.
Having regard to the provisions of the second proviso to Section 136(1) of the Act andas advised the Annual Report excluding the aforesaid information is being sent to themembers of the Company. Any member interested in obtaining such information may write tothe Company on email id firstname.lastname@example.org.
The Board of Directors state that no disclosure or reporting is required in respect ofthe following items as there were no transactions or applicability pertaining to theseitems 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 dividend voting orotherwise.
iii) Issue of shares (including sweat equity shares and ESOS) to employees ofthe Company under any scheme.
iv) Significant or material orders passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future.
v) Fraud reported by the Auditors to the Audit Committee or the Board of Directors ofthe Company.
vi) Scheme of provision of money for the purchase of its own shares by employees or bytrustees for the benefit of employees.
vii) Payment of remuneration or commission from any of its holding or subsidiarycompanies to the Managing Director of the Company.
viii) There has been no change in the nature of business of the Company.
ix) Instances of transferring the funds to the Investor Education and Protection Fund.
x) Issue of debentures/bonds/warrants/any other convertible securities.
xi) Details of any application filed for corporate insolvency under CorporateInsolvency Resolution Process under the Insolvency and Bankruptcy Code 2016.
xii) Instances of exercising of voting rights in respect of shares purchased directlyby employees under a scheme pursuant to Section 67(3) of the Companies Act 2013 read withRule 16(4) of Companies (Share Capital and Debentures) Rules 2014.
xiii) Statement of deviation or variation in connection with preferential issue.
The Board of Directors would like to express their sincere appreciation for theassistance and co-operation received from the financial institutions banks Governmentauthorities customers vendors and members during the year under review. The Board ofDirectors also wish to place on record their deep sense of appreciation for the committedservices by the Company's executives staff and workers.