The Board of Directors are pleased to present the Company's 62nd Annual Report and theCompany's audited financial statement for the financial year ended March 31 2022.
1. FINANCIAL RESULTS
The Company's financial performance (Standalone and Consolidated) for the year endedMarch 31 2022 is summarized below: -
| || || || ||(Rs in crores) |
| ||STANDALONE ||CONSOLIDATED |
| ||2021-22 ||2020-21 ||2021-22 ||2020-21 |
|Revenue from Operations ||621.94 ||615.56 ||1793.02 ||1731.77 |
|Other Income ||50.81 ||134.30 ||77.42 ||142.45 |
|Profit/(Loss) before Tax ||70.04 ||143.60 ||156.13 ||278.61 |
|Less: Current Tax ||- ||- ||0.01 ||0.81 |
|Deferred Tax ||22.88 ||32.45 ||25.77 ||24.55 |
|Profit/(Loss) for the year ||47.16 ||111.15 ||130.35 ||253.25 |
|Add: Other Comprehensive Income ("OCI") ||(0.09) ||0.23 ||(1.45) ||0.62 |
|Total Comprehensive Income for the year ||47.07 ||111.38 ||128.90 ||253.87 |
|Add: Opening Balance in Retained Earnings and OCI (Adjusted) ||(649.71) ||(761.09) ||(1081.98) ||(1335.86) |
|Less: Appropriation ||- ||- ||- ||- |
|- General Reserve ||- ||- ||- ||- |
|Closing Balance of Retained Earnings and OCI ||(602.63) ||(649.71) ||(953.30) ||(1081.98) |
2. TRANSFER TO RESERVES
The Board of Directors of the Company have not transferred any amount to the Reservesfor the year under review.
3. RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS
During the year under review the total revenue from operations was Rs 621.94 crores onstandalone basis and Rs 1793.02 crores on consolidated basis as compared to the lastyear's revenue of Rs 615.56 crores on standalone basis and Rs 1731.77 crores onconsolidated basis respectively. The post-tax profit of your Company was Rs 47.16 croreson standalone basis and Rs 130.35 crores on consolidated basis as compared to the lastyear's post-tax profit ofRs 111.15 crores on standalone basis and Rs 253.25 crores onconsolidated basis respectively.
4. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATEOF THIS REPORT
No Material Changes have taken place from the end of the financial year till the dateof this report.
The Board of Directors of the Company have not recommended any dividend on EquityShares for the year under review. The Dividend Distribution Policy of the Company is puton the Company's website and can be accessed at https://www.hathway.com/assets/pdf/Policies/Dividend%20Distribution%20Policy.pdf.
6. 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
India has around 24 Mn wireline broadband subscribers as of December 31 2021.Subscribers increasingly prefer wireline broadband as it allows online media consumptionand seamless accessibility of data to multiple devices while at home. Due to theincreasing trend of COVID-led work from home ("WFH") the broadband industry sawa huge increase in demand in many tier 2 and
3 towns as many professionals shifted base to their home towns. Online education alsobecame a key growth driver for broadband in smaller cities.
The Company's focus on increasing Fiber to the Home ("FTTH")-led technologyedge and improving subscriber experience through enhanced digitisation and automationhelped in increasing the FTTH subscriber base by more than 30%. To enable subscribers tohandle multiple digital engagements from office video calls to online school and OTTconsumption needs FTTH subscribers enjoying unlimited data national average of 234GB/month/ subscriber data usage. This shows the level of engagement of subscribers withthe Company network. With high-speed unlimited plans while Company focused to provideuninterrupted service it also started giving subscribers double band routers whichallowed them to get consistent speed on multiple devices.
Company focused on re-engineering its
Subscriber front-ending processes to make them technology-enabled so as to driveoperational efficiencies and strategic thrust on continuous innovation in which lies astrong ambition to empower subscribers. The key innovation Initiatives taken during theyear were as below:
First ISP Company to provide VOiceBOT an Artificial Intelligence ("AI") andMachine Learning ("ML") applications & tools for handling interactive VoiceServices;
Chatbot enabling quick and hassle-free First Time Resolution ("FTR") toSubscriber queries through Web/ App/ WhatsApp interface;
Smart IVR system at out call centres which further strengthened FTR;
DIY ("Do It Yourself") videos to improve awareness and helping Subscriber inspeedy resolution of their complaints.
During the year under review the Broadband business revenue stood at Rs 621.94 croresand the subscribers stood at 1.11 Mn (Previous Years'
Broadband business revenue stood at Rs 615.56 crores and subscribers stood at 1.07 Mn).
B. Cable Television Business:
Hathway Digital Limited ("Hathway Digital") its wholly owned subsidiaryprovides Cable Television
Services on Pan India basis. Implementation of New Tariff Order ("NTO") inMarch 2019 helped customers the freedom to watch channels of their choice withbest-in-class technology.
To strengthen our systems and technical capabilities to ensure uninterrupted service toesteemed customers several new initiatives were undertaken during the year:
Next generation HEVC HD box and OTT hybrid box were launched during the year to giveCable Television Customers enhanced viewing experience;
Introduced digital prepaid offering for transactional convenience of Customers;
Online renewal facility to empower customers by giving them the freedom to renewtheir packages at the click of a button through MyJio App at their own convenient timeand place;
Instant customer activation to enrich customer experience with no time lag;
Leveraging platforms like WhatsApp for continuous customer engagement;
New digital eCAF process including IVR-based authentication in addition to OTP process;
Piloted initiative of providing OTT apps through already seeded new generation HDboxes designed to give OTT access to millions of our Cable Television customers withoutthe need to buy an additional OTT device;
Rolled out a new product/GTM strategy to make Hathway infrastructure-ready to seize thebenefit of the more conducive prevailing market. We are in the process of rolling out newplans;
Efforts to create an extensive incremental infrastructure with focus on southern andeastern states enabling us to expand our market share. The Company connected more than140 new locations with IP links and added 3000 kms of fiber network;
Piloted TV Plug a revolutionary new product to provide highly reliable last-mile CableTelevision connectivity from a mobile tower network.
7. CREDIT RATING
During the year the Company had repaid its entire credit facilities and accordinglyas there was no need for credit rating at the request of the Company India Ratings andResearch Private Limited ("Ind-Ra") (Credit Rating Agency) has withdrawn itsrating assigned to the credit facilities of the Company.
8. CONSOLIDATED FINANCIAL STATEMENT
In accordance with the provisions of the Companies
Act 2013 ("the Act") and Securities and Exchange Board of India (ListingObligations and Disclosure
Requirements) Regulation 2015 ("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.
9. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
During the year under review and till the date of this report
Companies listed in Annexure I to this Report have become or ceased to beSubsidiaries 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 annexed herewith and marked as Annexure II 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 same is put up on the
Company's websitefromand acanPracticingbe accessedCompanyat https://www.hathway.com/assets/pdf/Policies/Policy%20on%20material%20subsidiaries_2014-15_11.02.2015.pdf
10. 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 complied with by the Company.
11. DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors state that: a) in the preparation of the annual accounts for thefinancial year ended March 31 2022 the applicable accounting standards read withrequirements set out under Schedule III to the Act have been followed and there were nomaterial departures from the same; b) the Directors have selected such accounting policiesand applied them consistently and made judgements and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as atMarch 31 2022 and of the profit of the Company for the financial 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 operating effectively.
12. 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 Exchange Board of India ("SEBI").
The detailed Corporate Governance Report of the
Company in pursuance of the SEBI ("LODR") forms part of the Annual Report ofthe Company. The requisite Certificate confirming compliance with the conditions ofCorporate Governance as stipulated under the SEBI ("LODR") is enclosed to theCorporate Governance Report.
13. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in its ordinary course of business and on an arm's lengthbasis.
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 or which is required tobe reported in
Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule8(2) of the Companies (Accounts) Rules 2014.
There were no materiallysignificantrelated party transactions which could havepotential conflict with interest of the Company at large.
The Policy on Materiality of Related Party Transactions and dealing with Related PartyTransactions as approved by the Board is put up on the Company's website and can beaccessed at https://www.hathway.com/assets/ pdf/Policies/Related%20Party%20Transactions%20Policy_16.01.2020.pdf
Members may refer Note 4.13 to the Standalone Financial Statement which sets outrelated party disclosures pursuant to Ind AS.
14. CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility ("CSR") Committee's prime responsibilityis to assist the Board in discharging its social responsibilities by way of formulatingand monitoring implementation of the objectives set out in the Corporate SocialResponsibility Policy' ("CSR Policy"). The CSR Policy of the Company interalia covers CSR vision and objective and also provides for governance implementationmonitoring and reporting framework.
The CSR Policy is put up on the Company's website and can be accessed athttps://www.hathway.com/assets/pdf/ Policies/CSR%20Policy.pdf.
In terms of the CSR Policy the focus areas of engagement shall be eradicating hungerpoverty preventative health care education rural areas development gender equalityempowerment of women environmental sustainability and protection of national heritageart and culture and other need based initiatives.
During the year under review the Company has spent Rs 16600000 i.e. 2% of theaverage net profit of last three financial years on CSR activities.
The Annual Report on CSR activities as stipulated under the Companies (Corporate SocialResponsibility Policy) Rules 2014 is annexed herewith and marked as Annexure IIIto this Report.
15. RISK MANAGEMENT
The Board of Directors of the Company have designed
Risk Management Policy and framework to avoid events situations or circumstances whichmay lead to negative impact on the Company's businesses as a whole and have defined astructured approach to manage uncertainty and outcomes. Key business risks and theirmitigation are considered as a part of the annual/strategic business plans and is reviewedby the Risk Management Committee on frequent basis.
The Company shall continue to have periodic review mechanism for monitoring of riskevents and functional activities basis residual risk rating.
Further details on Risk Management activities are covered in Management Discussion andAnalysis section as well as in Corporate Governance Report which forms part of the AnnualReport.
16. INTERNAL FINANCIAL CONTROLS
The Company's internal as well as operational controls are commensurate with its sizeand the nature of its operations. The Company has put in place a defined risk managementframework to identify assess monitor and mitigate risks at Enterprise level.Organisation adopts a systematic approach to mitigate risks associated with accomplishmentof objectives operations performance and regulations. The Company believes that suchsteps would help to achieve stated objectives of the organisations.
The Audit Committee quarterly reviews adequacy and effectiveness of Company's InternalControls and monitors the implementation of audit recommendations if any.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the
Articles of Association of the Company Mr. Akshay Raheja (DIN: 00288397) and Mr. VirenRaheja (DIN: 00037592) Directors of the Company retire by rotation at the ensuing AnnualGeneral Meeting and being eligible have offered themselves for re-appointment. The Boardof
Directors on the recommendation of the Nomination and
Remuneration Committee ("NRC") have recommended their re-appointment.
Mr. Rajan Gupta (DIN: 07603128) whose tenure as Managing Director expired on November24 2021 was re-appointed for a further period of 3 (three) years commencing fromNovember 25 2021 till November 24 2024.
Save and except aforementioned there were no other changes in the Board of Directorsand Key Managerial Personnel of the Company.
The Company has received declarations from all Independent Directors of the Companyconfirming that they meet the criteria of independence prescribed under the Act and SEBI("LODR").
18. PERFORMANCE EVALUATION
During the year under review NRC specified the manner for effective evaluation ofperformance of the Board its committees and individual directors in accordance with theprovisions of Section 178 of the Act and performance evaluation was carried out inaccordance therewith.
The Board evaluated its own performance and performance of individual Directors. EachCommittee self-evaluated its own performance and submitted its report of self-evaluationto the NRC. The NRC further evaluated based on self-evaluation reports submitted byvarious Committees and submitted its consolidated report on Committees evaluation to Boardof Directors.
19. AUDITORS AND AUDITORS' REPORT
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 September 15 2017 and accordingly their firsttenure shall end at the conclusion of the Sixty Second Annual General Meeting. The Boardof Directors propose to re-appoint M/s. Nayan Parikh & Co. Chartered Accountants asStatutory Auditors of the Company for second term of 5 consecutive years beginning fromthe conclusion of the
Sixty Second Annual General Meeting till the conclusion of Sixty Seventh Annual GeneralMeeting. They have confirmed their eligibility and qualifications required under the Actfor holding office as Statutory Auditors of the Company.
The Notes on financial statement referred to in the auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer.
The Board of Directors of the Company had appointed
M/s. Rathi & Associates to conduct Secretarial Audit for the financial year 2021-22The Secretarial Audit Report for the financial year ended March 31 2022 is annexedherewith and marked as Annexure IV to this Report.
The Secretarial Audit Report does not contain any .disclaimerqualificationreservation adverseremark or
The Board of Directors of the Company had appointed
M/s. Ashok Agarwal & Co. Cost Accountants as Cost
Auditors of the Company for conducting the audit of the cost records relating toBroadband Operations of the
Company for the financial year 2021-22 under Section 148 of the Act read with theCompanies (Cost Records and Audit) Rules 2014.
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.
20. DISCLOSURES Meetings of the Board
During the financial year ended March 31 2022 4 (four) Board Meetings were held.Further details of the meetings of the Board and its Committees are given in theCorporate Governance Report which forms part of the Annual Report.
The Audit Committee of the Company comprises
Mr. Shridhar Gorthi (Chairman) Mr. Sasha Mirchandani Mr. Viren Raheja and Ms. AmeetaParpia as Members. During the year all the recommendations made by the Audit Committeewere accepted by the Board.
Corporate Social Responsibility ("CSR")
The CSR Committee comprises Mr. Viren Raheja (Chairman) Mr. Shridhar Gorthi andMr. Rajan Gupta as Members.
Nomination and Remuneration Committee ("NRC")
During the financial year Mr. Akshay Raheja resigned as a member from NRC andaccordingly the NRC comprises
Mr. Sasha Mirchandani (Chairman) Mr. Sridhar Gorthi and Mr. Viren Raheja as Members.
During the year under review the Board has approved and adopted Policies namely Policyfor Selection of Directors and Determining Directors' Independence Remuneration Policyfor Directors Key Managerial Personnel and Senior Management and Policy on BoardDiversity in place of existing Nomination and Remuneration Policy which are put up onthe Company's website and can be accessed at:https://www.hathway.com/assets/pdf/Policies/Policy%20 for%20Selection%20of%20Directors.pdf
The aforesaid Policies set out the guiding principles for the NRC for identifyingpersons who are qualified to become Directors and to determine the independence ofDirectors in case of their appointment as independent directors of the Company;recommending to the Board the remuneration of the directors Key Managerial Personnel andSenior Management of the Company and the approach to diversity of the Board of theCompany.
Stakeholders Relationship Committee ("SRC")
The SRC comprises Ms. Ameeta Parpia (Chairperson) Mr. Viren Raheja and Mr. Rajan Guptaas Members.
Risk Management Committee ("RMC")
The RMC comprises Ms. Ameeta Parpia (Chairperson) Mr. Rajan Gupta and Mr. Ajay Singhas Members.
Business Responsibility Committee ("BRC")
The BRC comprises Mr. Rajan Gupta (Chairman) and Mr. Viren Raheja as Member.
As required under Regulation 34(2)(f) of SEBI ("LODR") your Company haspublished the Business Responsibility Report on its website which can be accessed at https://www.hathway.com/assets/pdf/AnnualReport/ Business Responsibility Report_2021-22.pdf.
The details of the dates of the meetings attendance and terms of reference of theCommittees are disclosed in the Corporate Governance Report which forms part of theAnnual Report.
21. VIGIL MECHANISM
The Company promotes ethical behaviour in all its business activities. Towards thisthe Company has adopted a Policy on Vigil Mechanism and 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 Audit Committee also reviews compliants/issues
(if any) raised through Vigil Mechanism or by any Whistle blower on a quarterly basis.
During the year under review the Board has updated the Vigil Mechanism and WhistleBlower Policy which is put up on the Company's website and can be accessed at:https://www.hathway.com/assets/pdf/Policies/Vigil%20Mechanism%20and%20Whistle-Blower%20Policy.pdf.
During the year under review the Company has received one complaint which was dulyinvestigated and addressed by the Audit Committee.
22. 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 acquired remaining stake of 3.64% i.e. 5488equity shares @ Rs 10 per Share aggregating to Rs 54880/- from the Joint Venture partnerin its Subsidiary Company - Hathway Kokan Crystal Cable Network Limited. Post thisacquisition Hathway Kokan Crystal Cable Network Limited has become wholly ownedsubsidiary of the Company.
The Company has made further investment of
Rs 25840000/- through Rights issue in Hathway Sonali Om Crystal Cable PrivateLimited Subsidiary Company.
23. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE
In accordance with the requirement of the Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 ("POSH Act") and Rules madethereunder the Company has formed Internal Complaint Committee for various work places toaddress 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.
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 is annexedherewith and marked as Annexure V to this Report.
25. ANNUAL RETURN
As required under Section 134(3)(a) of the Act the
Annual Return is put on the Company's website and can be accessed athttps://www.hathway.com/ assets/pdf/Annual%20Report/Annual%20Return%20 AGM_2022.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 remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 also forms part of this 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 the members of the Company.Any member interested in obtaining such information may write to the Company on email firstname.lastname@example.org.
The Board of Directors state that no disclosure or reporting is required in respect ofthe following matters as there were no transactions or applicability pertaining to thesematters during the year under review: i) Details relating to deposits covered underChapter 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. the iv) Significant
Regulators or Courts or Tribunals which impact the going concern status and Company'soperations in future. v) Fraud reported by the Auditors to the Audit Committee or theBoard of Directors of the Company. vi) Scheme of provision of money for the purchase ofits own shares by employees or by trustees for the benefit of employees. vii) Payment ofremuneration or commission from any of its holding or subsidiary companies to the ManagingDirector of the Company.
viii) Change in the nature of business of the Company. ix) Instances of transferringthe funds to the Investor Education and Protection Fund. x) Issue ofdebentures/bonds/warrants/any other convertible securities. xi) Details of any applicationfiled for Corporate
Insolvency under Corporate Insolvency Resolution
Process under the Insolvency and Bankruptcy Code 2016. xii) Instance ofone-time settlement with any Bank or Financial Institution. xiii) Statement of deviationor 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 Employees.
| ||For and on behalf of the Board || |
| ||Rajan Gupta ||Saurabh Sancheti |
| ||Managing Director ||Non-Executive Director |
| ||DIN 07603128 ||DIN 08349457 |
|Place: Mumbai || || |
|Date: April 12 2022 || || |
|Registered Office || || |
|805/806 Windsor 8th Floor Off CST Road || || |
|Kalina Santacruz (East) || || |
|Mumbai 400 098 || || |
|CIN: L64204MH1959PLC011421 || || |
|Tel No. 022 40542500 Fax: 022 40542700 || || |
|Mail: email@example.com || || |
|Website: www.hathway.com || || |