You are here » Home » Companies » Company Overview » NxtDigital Ltd

NxtDigital Ltd.

BSE: 500189 Sector: Financials
NSE: NXTDIGITAL ISIN Code: INE353A01023
BSE 00:00 | 31 Mar 253.45 5.85
(2.36%)
OPEN

256.05

HIGH

256.05

LOW

244.00

NSE 00:00 | 31 Mar 250.20 10.30
(4.29%)
OPEN

251.75

HIGH

251.85

LOW

242.25

OPEN 256.05
PREVIOUS CLOSE 247.60
VOLUME 66
52-Week high 489.00
52-Week low 192.00
P/E
Mkt Cap.(Rs cr) 521
Buy Price 244.30
Buy Qty 100.00
Sell Price 253.45
Sell Qty 13.00
OPEN 256.05
CLOSE 247.60
VOLUME 66
52-Week high 489.00
52-Week low 192.00
P/E
Mkt Cap.(Rs cr) 521
Buy Price 244.30
Buy Qty 100.00
Sell Price 253.45
Sell Qty 13.00

NxtDigital Ltd. (NXTDIGITAL) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting the Thirty Fourth Annual Report andCompany's Audited

Financial Statements for the financial year ended March 31 2019.

(R in Crores)
Particulars Standalone Consolidated
2019 2018 2019 2018
Revenue from operations 45.44 252.88 690.48 839.84
Other Income 1.55 0.68 20.10 24.22
Total Expenses 118.63 86.76 1110.29 1089.77
Profit / (Loss) before tax and exceptional items (71.64) 166.80 (399.71) (225.71)
Exceptional Items - - 35.83 -
Profit / (Loss) before Tax (71.64) 166.80 (363.88) (225.71)
Provision for tax (net) (24.44) 69.75 (20.76) 5.31
Net Profit / (Loss) after Tax (47.20) 97.05 (343.12) (231.02)

REVIEW OF OPERATIONS

The Company has during the year migrated to the accounting guidelines prescribed underthe new Indian Accounting Standards (IND AS). Hence the previous year's comparativefigures provided above will not match with the figures provided in the previous year'sBoard's Report.

On a consolidated basis the total income for the financial year ended March 31 2019stood at R 710.58 Crores as against a total income of R 864.06 Crores forthe financial year ended March 31 2018.

The decline is mainly due to the mark to market adjustments carried out under IND ASwith respect to the listed securities held by the Company as stock in trade.

For the year ending March 31 2019 the Company reported a consolidated after-tax lossof R 343.12 Crores arising mainly due to IND AS mark to market adjustments asagainst a consolidated after-tax loss of R 231.02 Crores for the year ending March31 2018.

On a standalone basis the total income for the financial year ended March 31 2019stood at R 46.99 Crores as against a total income of R 253.56 Crores for thefinancial year ended March 31 2018.

For the year ending March 31 2019 the Company reported a standalone loss after tax ofR 47.20 Crores for the year ended March 31 2019 arising mainly due to IND AS markto market adjustments as against a profit after tax of R 97.05 Crores for the yearended March 31 2018.

While operationally on a standalone basis your Company has not made any lossesthe reported loss is due to the method of accounting prescribed under the new IndianAccounting Standards (IND AS) whereby all the unrealized gains arising out of themark to market gain adjustments carried out on Financial Assets held by your Company ason the date of transition to IND AS have been added to "Reserves" thesubsequent mark to market adjustments having necessarily been made to the Profit &Loss Account and not to Reserves.

Pursuant to adoption of IND AS the mark to market gains in respect of equity sharesheld by your Company in IndusInd Bank Limited were reflected in the Balance Sheet as onMarch 31 2018. The price at which the mark to market adjustment was carried out in theBalance Sheet on March 31 2018 was R 1796.75 per share.

The corresponding market price of IndusInd

Bank Limited shares as on March 31 2019 was R 1782.10 per share. This reductionin value in respect of shares held as "Stock in trade" is reflected in theProfit & Loss Account for the current year and in respect of shares held as"Investments" is reflected in "Other Comprehensive Income" in theReserves of the Balance Sheet for the current year.

The average cost of acquisition of shares of IndusInd Bank Limited held as stock intrade is R 864.34 and that of shares held has Investments is R 170.79. Thusthe prices at which the mark to market adjustments have been carried out are substantiallyhigher than the cost of acquisition of these shares.

The Company's net worth as on March 31 2019 on a standalone basis stood at a veryhealthy amount of R 1968.58 Crores.

DIVIDEND

Continuing your Company's philosophy of rewarding shareholders your Directors arepleased to recommend for approval of the Members a dividend of R 17.50 per equityshare (previous year R 17.50 per equity share) i.e. 175% of the face value of R10 each for the financial year ended March 31 2019.

Dividend as recommended if approved by the Members would involve a cash outflow ofR43.37 Crores including dividend distribution tax.

REVIEW OF INDIAN ECONOMY

The first Niti Ayog meeting held after the new

Government was formed recently has set a challenging target of making India a 5trillion- dollar economy by 2024.

To achieve this ambitious target the Annual Economic Survey has laid out a blueprintbased on emphasizing growth at an annual real growth rate of 8% in GDP. This growth modelis to be driven by "a virtuous cycle of savings investments and exports catalyzedand supported by a favorable demographic phase." For this private investment will bethe key driver that drives demand creates capacity increases labor productivityintroduces new technology allows creative destruction and generates jobs.

TREASURY & INVESTMENTS Portfolio review:

Hinduja Leyland Finance Limited (HLFL):

During the year under review your Company:

subscribed to 454806 equity shares of R 10 each offered on rights basis byHLFL at a premium of R 143 per share aggregating to R 69585318 (RupeesSix Crores Ninety-Five Lakhs Eighty-Five Thousand Three Hundred Eighteen Only); anddisinvested an aggregate of 10000000 equity shares of HLFL at a price of R153.56 per share aggregating to R 1535600000 (Rupees One Hundred Fifty-ThreeCrores and Fifty-Six Lakhs Only).

Post the above movements in shareholding your Company holds an aggregate of16270244 equity shares of HLFL thereby constituting 3.46% of the enhanced paid-upequity capital of HLFL.

IndusInd Bank Limited (IBL):

During the year under review your Company has divested an aggregate 2636615 equityshares of R 10 each of IBL. Post the above divestment the Company holds 4531581equity shares of R 10 each of IBL.

While the market price of the shares of IBL have been under some pressure the cost ofacquisition of this portfolio is far lesser than the current market prices and hence theportfolio stands protected from the volatile market environment.

SUBSIDIARY:

IndusInd Media & Communications Limited (IMCL): Dawn of a new era for the Cable TVchannel distribution industry:

The year under review saw a major structural change in the TV Channel distributionindustry:

The Telecom Regulatory Authority of India (TRAI) notified a New Tariff Order (NTO)which is a new regulatory framework for the pay TV industry in India and became effectivefrom February 1 2019.

The NTO heralds a new era for the TV Channel Distribution Industry.

The NTO brings in the much-needed transparency and equitable distribution of economicbenefits in the Industry by:

Bringing in a MRP regime wherein broadcaster television channels are priced the sameacross all formats of distribution platforms (viz. digital cable direct to homeHeadend-in-the-Sky (HITS) or IPTV) – unlike in the past where there could bedifferent prices offered to different platforms;

Facilitating consumers to pay for only the channels they subscribe to as against aforced fixed charge for all channels;

Mandating a minimum distribution fee being assured to the distribution platforms fromthe broadcasters;

The NTO brings in a new regime that benefits Digital Platform Operators (or DPOs) likeIMCL to retain an operating margin as against the previous model – wherein IMCL waseffectively subsidizing the broadcaster costs to the consumers.

Operating Highlights:

IMCL is the only DPO to operate in all the states and union territories of the country.

Its HITS services are connected to 1500+ points-of-presence in India covering 2000+pin codes in the country.

It is the only DPO to have a dual delivery platform Digital cable through fiber andHITS (Head end in the Sky) through satellite.

It is the first DPO to introduce the prepaid collection model 99.5% of the customerbase on prepaid.

IMCL during the year:

Introduced Hybrid High Definition Set top boxes in the market for the first time.

Introduced VAS services channels branded "NXT Services" across multiplegenres and for all age groups – a bouquet which is very popular among consumers.

Became the provider of the greatest number of channels across DPOs – offering 700+TV channels in key cities and 650+ TV channels via satellite on the HITS platform.

Introduced the Managed Services Model whereby small DPOs can operate profitably byusing the infrastructure of IMCL on an opex model. IMCL has already signed up half amillion subscribers on this model – Only DPO providing this service as of now.

Crossed the 5 million subscriber base by ending the year with a base of 5.1 millionsubscribers.

Successfully transitioned to the New Tariff

Order – Only Company among DPOs to achieve this with a prepaid collectionmechanism.

Is the DPO with the highest number of packages for customers to choose from in the NTOregime 800+ packages including specially curated packages in 11 languages.

IMCL Financial Highlights:

During the year under review IMCL:

recorded a 11% growth in revenues over FY 2018.

posted a positive operating profit in the last quarter of the year.

recorded a growth in subscriber base over 10% over FY 2018.

Achieved a collection to billing ratio at 99.5% which is highest in the industry.

IMCL expects to achieve a positive Profit after Tax for the year 2019-20.

Capital raising by IMCL

IMCL in the month of August 2018 came out with the issue of 60822070 equity shareson rights basis to its existing shareholders in the ratio of 5 shares for every 11 sharesheld i.e. (5:11) for debt repayments and funding for expansion plan of IMCL.

Your Company had subscribed for 52373505 equity shares in various tranches. Postrights issue of IMCL the Company's shareholding in IMCL stood at 77.55% of the enhancedpaid-up equity capital of IMCL.

Pursuant to the provisions of Section 129(3) of the Companies Act 2013("the Act") read with Rule 5 of the Companies (Accounts) Rules 2014 astatement containing the salient features of the financial statement of theCompany's subsidiaries is provided in Form AOC-1 annexed as Annexure "A" to thisReport. The Company does not have any associate and joint venture Company during theperiod under review.

Pursuant to the provisions of Section 136 of the Act the audited financial statementsof the Company including Consolidated Financial Statements along with all the relevantdocuments and separate audited accounts in respect of subsidiaries are available on thewebsite of the Company at the weblink:http://www.hindujaventures.com/inv/ annual_r.html.

These documents will also be available for inspection on all working days exceptSaturday and Sunday and Public Holidays at the Registered

Office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance withrelevant Indian Accounting Standards issued by the Institute of Chartered Accountants ofIndia and forms an integral part of this Report.

The Company has prepared its Consolidated

Financial Statements for the year ended March 31 2019 which were duly audited andreported upon by the Statutory Auditors of the Company. The Consolidated FinancialStatements were approved by the Audit Committee and the Board of Directors of the Companyat their respective meetings held on May 9 2019. An unmodified

Auditor's Report was issued on the same date.

These were also filed with the Stock Exchanges but have not been widely circulated toother stakeholders.

The year ended March 31 2019 was the first year of adoption of Indian AccountingStandards

(IND AS). Since the Company was classified as a Non-Banking Finance Company (NBFC) forthe purpose of IND AS the prescribed format for NBFCs was required to be complied with.Further the prior year comparatives were also required to be restated. There wastherefore a significant change with respect to the preparation & reporting of itsConsolidated Financial Statements.

While drawing up the Consolidated Financial

Statements for the quarter ended June 30 2019 the Company detected that an Intragroup transaction that needed to be eliminated was inadvertently not eliminated. Theimpact of non-elimination in the Balance Sheet and Profit & Loss account is set out atthe relevant notes to the Consolidated Financial Statements.

While the Company's Internal Financial Controls over financial reporting have beenadequately designed and have consistently been operating effectively the inadvertentnon-elimination of one transaction arose amidst the significant change in thefinancial reporting environments described earlier.

However this was subsequently detected through the Company's internal financialcontrols over financial reporting and was amended. This was a clearly one-off incident andnot reflective of any systemic issue.

In the context of the above it may be noted that:

The matter was detected by the Company on a timely basis i.e. before the financialstatements were widely distributed to the shareholders and specifically prior to thecirculation and approval of the financial statements by the shareholders and thedeclaration of dividend.

The matter was duly rectified in the amended financial statements and therefore theinternal financial controls over financial reporting prevented the approval and adoptionof the earlier Consolidated Financial Statements.

The matter was limited solely to the preparation of the Consolidated FinancialStatements and as such has no impact on the standalone financial statements or thedistributable profits of the Company or any of its subsidiaries.

The matter has no impact and is not a reflection of any material weakness in the systemof internal financial controls over financial reporting individually in the Company or anyof its subsidiaries.

The matter does not cause a material misstatement in the Consolidated Profit & LossAccount.

In the opinion of the Board the matter is regarded as a one-off inadvertent omissionwhich was duly detected and amended on a timely basis and prevented a materialmisstatement in the widely circulated Consolidated Financial Statements.

The Board of Directors confirm that in terms of Section 134 of the Companies Act 2013the Company has in place adequate internal financial control commensurate with the sizescale and complexity of its operations. The matter described above in the opinion of theBoard of Directors does not constitute a material weakness in the system of internalfinancial controls over financial reporting.

The Consolidated Financial Statements as on March 31 2019 which are attached in theAnnual

Report and placed before the shareholders for its approval are amended ConsolidatedFinancial statements as on March 31 2019 and were approved and adopted by the Board ofDirectors at its meeting held on August 12 2019.

NATURE OF BUSINESS

There was no change in the business of the Company during the year under review. TheCompany's businesses continue to be Media (through its investments in IndusInd Media &Communications Limited) Treasury & Investments and Real Estate.

CODE OF CONDUCT

All Board members and Senior Management Personnel have affirmed compliance with theCode of Conduct for the financial year 2018 2019. A declaration to this effect as requiredunder Regulation 26(3) read with Schedule V(D) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") fromthe Managing Director of the Company is annexed as Annexure "B" to this Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the nature of the business of your Company there are no particulars to bedisclosed relating to the Conservation of Energy Research and Development and TechnologyAbsorption pursuant to Section 134(3)(m) of the Act during the year under review.

The Foreign Exchange Earnings and Outgo during the year under review and for theprevious year were NIL.

CORPORATE GOVERNANCE

During the year under review your Company has complied with the Corporate Governancerequirements under SEBI Listing Regulations.

A detailed Report on Corporate Governance as required under Regulation 34 read withSchedule V of the SEBI Listing Regulations is annexed as Annexure "C" to thisReport. from the SecretarialA certificate Auditor of the Company certifying that theCompany has complied with the conditions of Corporate Governance as required underSchedule V(E) of the SEBI Listing Regulations is annexed asm Annexure "D" tothis Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations aSeparate Management Discussion and Analysis Report covering a wide range of issuesrelating to industry trends Company Performance SWOT analysis Business Outlook etc. isannexed as Annexure "E" to this Report.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public within the meaning ofChapter V of the Act and as such no amount of principal or interest was outstanding as onthe Balance Sheet date.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has in place adequate internal financial controls which commensurate withthe size scale and complexity of its operations.

These internal financial controls of the Company encompass entity level controlscontrols and processes for each area of operations of the Company including but notlimited to Fixed Assets Investments Procurement Operating expenses and AccountsPayables Revenue and Accounts Receivables Payroll and Human Resources Management.

The Company has an Internal Audit function that identifies the critical audit areaswith specific reference to operations accounting and finance.

The adequacy of the internal controls and risks in such audit areas are reviewed by theInternal Auditor on quarterly basis. The audit is based on the Internal Audit Plan whichis reviewed and approved by the Audit Committee. Based on the observations of the InternalAuditor corrective actions are undertaken by the process owners in their respective areaand thereby strengthening the internal control.

The Internal Control System of your Company is also tested on a half-yearly basis by aspecialized external audit firm. In addition to such periodic audits the Company also hasin place a well implemented risk management policy.

Your Company has complied with specific requirements as laid under Section 134(5)(e) ofthe Act which calls for establishment and implementation of Internal Financial Controlframework that supports compliance with requirements of the Act in relation to theDirector's Responsibility Statement.

The Audit Committee based on its evaluation has concluded that as on March 31 2019your

Company's Internal Financial Controls were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 are annexedas Annexure "F" to this Report and the same is available on the website of theCompany at the weblink: www.hindujaventures.com/inv/annual_r.html.

LOANS GUARANTEES AND INVESTMENTS

Particulars of loans given investments made guarantees given and securities providedare given in Note nos. 5 and 6 of the Notes to the Standalone Financial Statements.

RELATED PARTY TRANSACTIONS

Suitable disclosures as required under IND AS-24 have been made in Note no. 35 of theNotes to the Standalone Financial Statements.

Since all the transactions/ contracts/ arrangements of the nature as specified inSection 188(1) of the Act entered by the Company during the year under review withrelated party/(ies) were in the ordinary course of business and on an arm's length basisno particulars in Form AOC-2 have been furnished as Section 188(1) of the Act is notapplicable.

During the year under review the Board of Directors adopted revised Policy ondealing with Related Party Transactions and on materiality of Related Party Transactionsin line with recent amendments in SEBI Listing Regulations and Companies Act 2013. Therevised policy is available on the Company's website at the weblink:http://www.hindujaventures.com/inv/pdf/ policy-related-party-transactions.pdf

DIRECTOR'S RESPONSIBILITY STATEMENT

Your Directors to the best of the knowledge and belief and according to theinformation explanations and representations obtained by them and after due enquiry makethe following statements in terms of Sections 134(3)(c) and 134(5) of the Act that: a) inthe preparation of the annual accounts for the year ended March 31 2019 the applicableaccounting standards read with requirements set out under Schedule III to the Act havebeen followed and there are no material departures from the same; b) the Directors haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2019 and of the loss of the Company for the yearended 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 be followedby the Company and that such internal financial controls are adequate and are operatingeffectively; 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152(6) of the Act and in terms of theArticles of Association of the Company Mr. Sudhanshu Tripathi Director (DIN: 06431686)will retire by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment.

The Board recommends his re-appointment for the consideration of the Members of theCompany at the 34th Annual General Meeting (AGM). Brief profile of Mr. SudhanshuTripathi forms part of the Notice convening the 34th Annual General Meeting.

As on the date of this report Mr. Ashok Mansukhani Managing Director Mr. AmarChintopanth Chief Financial Officer and Mr. Hasmukh Shah Company Secretary &Compliance Officer are the Key Managerial Personnel of your Company in accordance with theprovisions of Section 2(51) read with Section 203 of the Act.

INDEPENDENT DIRECTORS

Your Company has received declaration from all the Independent Directorsconfirming that they meet the criteria of independence laid down in Section 149(6) of theCompanies Act 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations.

There has been no change in the circumstances affecting their status as IndependentDirectors during the year under review.

The present tenure of Mr. Anil Harish and Mr. Prashant Asher will expire onSeptember 21 2019 and September 22 2019 respectively.

Pursuant to the provisions of the Section 149(6) of the Companies Act 2013 they areeligible for re-appointment for second term. On the recommendation of theNomination and Remuneration Committee at its meeting held on August 12 2019 the Board ofDirectors at its meeting held on August 12 2019 subject to approval of the shareholdershave approved the re-appointment of Mr. Anil Harish from September 22 2019 to September21 2024 and Mr. Prashant Asher from September 23 2019 to September 22 2024 for thesecond term of five years on the expiry of their present terms.

Mr. Rajendra P. Chitale Independent Director will retire on completion of his presentterm on September 21 2019.

The Board places on record its deep appreciation for the contribution of Mr. RajendraP. Chitale as an Independent Director of the Company and alsoforthesignificant hehas made to the management of the affairs of the Company and for the valuable advises hemade to the Board from time to time.

The necessary resolutions seeking approval of members for re-appointment of Mr. AnilHarish and Mr. Prashant Asher as Independent Directors along with their briefprofile are included in the notice of the ensuing Annual General Meeting.

BOARD MEETINGS HELD DURING THE YEAR

During the year four (4) meetings of the Board of Directors were held. The details ofthe meetings are furnished in the Corporate Governance Report which forms part of thisReport.

COMMITTEE MEETINGS HELD DURING THE YEAR

The details of the Committee meetings are furnished in the Corporate Governance Reportwhich forms part of this Report.

PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND DIRECTORS

The Company had engaged the services of a specialized agency to undertake theevaluation process towards the performance of the Directors individually Board as a wholeand the Board Committees. The way evaluation has been carried out by the Board inconsultation with such specialized agency has been explained in the Corporate GovernanceReport which forms part of this Report.

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Company's policy on Director's appointment/ remuneration and other matters providedin Section 178(3) of the Act has been disclosed in the Corporate Governance Report whichforms part of this Report.

COMPOSITION OF AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the CorporateGovernance Report which forms part of this Report.

AUDITORS

1. STATUTORY AUDITORS:

At the 30th Annual General Meeting of the Company held on September 23 2015 M/s.Deloitte Haskins & Sells LLP Chartered Accountants (ICAI Firm Registration

No. 117366W/W-100018) were appointed as Statutory Auditors of your Company for a termof five years i.e. from the conclusion of the 30th Annual General Meeting until theconclusion of 35th Annual General Meeting of the Company.

M/s. Deloitte Haskins & Sells LLP Chartered Accountants will continue to hold theoffice as Statutory Auditors of the Company.

The Company has received a confirmation from M/s. Deloitte Haskins & Sells LLPChartered Accountants that they are not disqualified to act as the Statutory Auditors andare eligible to hold the office as Auditors of the Company. Pursuant to the notificationof certain sections of Companies (Amendment) Act 2017 w.e.f.

May 07 2018 the requirement of annual ratification of Statutory Auditors by themembers is no longer required. Hence the resolution from members seeking ratification ofappointment of auditors at this AGM is not being sought.

The Auditor's Report to the Members on the Standalone and Consolidated FinancialStatements of the Company for the year ended March 31 2019 does not contain anyqualifications reservations or adverse remarks.

2. COST AUDITORS:

In accordance with Section 148 of the Act and rules framed thereunder the Board ofDirectors on recommendation of Audit Committee has appointed M/s. ABK & AssociatesCost Accountants (Firm Registration No. 000036) as Cost Auditors of the Company for thefinancial year 2019-20 to audit the accounts relating to Dark Optic Fiber Leasing for thefinancial year ended March 31 2020. Necessary resolution for ratification of remunerationof the Cost Auditor for the financial year 2019-20 is placed before the Members forratification/approval. The accounts and Cost records as specified under Section 148(1) ofthe Act are made and maintained by the Company. The Cost Audit

Report for financial year 2018-19 issued by M/s ABK & Associates Cost Auditor inrespect of the various products prescribed under Cost

Audit Rules does not contain any qualifications reservations or adverse remarks.

3. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Act and Companies (Appointment and

Remuneration of Managerial Personnel) Rules 2014 Ms. Rupal Jhaveri a CompanySecretary in Whole-Time Practice (CP: 4225) was appointed to undertake Secretarial Auditfor the financial year 2018-19. The Secretarial Auditor's Report is annexed as Annexure"G" to this Report.

The Secretarial Audit Report for the year under review does not contain anyqualifications reservations or adverse remarks.

REPORTING OF FRAUDS BY AUDITOR:

During the year under review neither the statutory auditors nor the secretarialauditor has reported to the Audit Committee under Section 143 (12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Board's report.

CORPORATE SOCIAL RESPONSIBILITY

"Hinduja Foundation's Sustainable Rural Development Project in Jawahar TalukaDistrict

Palghar of North West Maharashtra" was awarded ‘Project of the Year 2017-18'at the ‘India CSR Summit 2018' in New Delhi on September 24 2018. During the yearyour Company has made contribution towards Hinduja Foundation's Rural Development andSAKSHAM- A Rural Educational

Programme in the Jawahar Taluka District Palghar. In this CSR initiative the areascovered are solar powered drinking water project Wadi Programme (Tree based farming)Vegetable Cultivation Jasmin Cultivation Cultivation of Millets Improved agriculturalpractices for Rural Development Project. SAKSHAM-The Rural Educational Programme includedrenovation of Schools Classroom makeovers and beyond syllabus programme.

Your Company through CSR initiative has improved the quality of life through incomegeneration and by transforming the villages with enhanced healthcare facilitieslivelihood interventions water resource management purposeful educational edificationempowerment of women and development of the village infrastructure.

The approach had been to catalyse inclusive development of truly indigent communitiesby harnessing the power of innovation frugal technology and strategic partnerships tomake a difference in the lives of the marginalized at the outer reaches of stateintervention.

Over 18 villages 69 hamlets 4927 tribal households with 24637 people will bedirectly impacted from this program and nearly 8347 school children in 14 schools aregaining enhanced educational inputs.

ThemainessenceoftheRuralDevelopmentProject of Hinduja Foundation is to enhance theincome generation ability of the local community. Under the Rural Development Project thelivelihood of the project participant communities was enhanced through improvedagricultural practices and by facilitating wadi-tree-based farming floriculture andvegetable cultivation.

The communities were provided need-based training towards improved agriculturalpractices and agricultural inputs such as high-quality paddy vegetables and fruitsaplings. In order to ensure availability of water throughout the year for the purpose ofagriculture temporary check dams were constructed. Community based farming was encouragedto synergize the efforts and achieve better produce.

In order to ensure that drinking water was easily accessible various water resourcemanagement techniques were undertaken by the Foundation. This included deepening of waterwells and lifting of water from such wells through solar powered water lifting techniques.The water was then stored in the water tanks installed at suitable locations in thevillages.

The self-help group of women were given relevant training towards the women empowermentand were introduced to the concept of savings and credit.

For the financial year 2018-19 your Company has further contributed R 2.04Crores to Hinduja Foundation towards its Rural Development and Rural Educational Programmein Jawahar Taluka Palghar District Maharashtra.

The composition of the CSR Committee and annual report on CSR activities in terms ofthe requirements of Sections 134(3)(o) and 135 of the Act read with the Rule 8 and 9 ofthe Companies (Corporate Social Responsibility Policy) Rules 2014 is annexed as Annexure"H" to this Report.

The CSR Policy is available on the website of the Company at the weblink: http://www.hindujaventures.com/inv/pdf/csr-policy-draft-final1.pdf

WHISTLE BLOWER / VIGIL MECHANISM

During the year under review the Board of Directors had approved a revised policy onWhistle

Blower/ Vigil Mechanism and the same is uploaded on the website of the Company at theweblink: h tt p : // w w w. h i n d u j a v e n t u r e s . c o m / i n v / p d f /whistlerblower-policy-vigil-mechanism.pdf

The mechanism enables the directors and employees to report their genuine concernsabout unethical behavior actual or suspected fraud or violation of the Company's code ofconduct and assures to provide adequate safeguards against victimization of the concerneddirector or employee. The employees and other stakeholders have direct access to theChairperson of the Audit Committee for lodging concerns if any for review.

Your Company affirms that no director/ employee has been denied access to theChairperson of the Audit Committee and that no complaints were received during the year.

RISK MANAGEMENT POLICY

The risk management policy of the Company lays down the risk strategy of the Companyand helps in determining the risk factor categorizing the various forms of risksaffecting the Company's strategic and financial goals and modes to manage such risks.

The risk identification and remedial steps if any to mitigate risks are periodicallyreviewed by the Company. In addition to reviewing the remedial steps the Company alsoassesses whether identified risks still exist or whether the Company is exposed to newrisks.

The Audit Committee and Board is updated on how each of the identifiedrisk is monitoredduring the reporting period to ensure that there is no adverse impact on the Company.

Further details on risk management are provided in Management Discussion and Analysissection which form part of this Report.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards (SS) issued by the Institute of Company Secretariesof India and that such systems are adequate and operating effectively. The Company hascomplied with SS-1 and SS-2.

CREDIT RATING

During the year under review ACUITE Ratings & Research Limited a credit ratingagency vide its letter dated November 12 2018 have reaffirmed "ACUITE A+"Rating to the Bank Loan facilities sanctioned to the Company. Instruments with this ratingare considered to have very strong degree of safety regarding timely payment of financialobligations and carry lowest credit risk. The rating outlook is "Stable".

PREVENTION OF SEXUAL HARASSMENT

Your Company has zero tolerance for sexual harassment at workplace and have adoptedpolicy on Prevention Prohibition and Redressal of Sexual Harassment at Workplace("PPRSH") in line with provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and rules thereunder.

An Internal Committee (IC) has been set up to redress complaints received regardingsexual harassment. All employees (permanent temporary trainees) are covered under thispolicy.

During the financial year under review no concerns have been raised regarding sexualharassment at the workplace.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 ("the IEPFRules") all unpaid or unclaimed dividends are required to be transferred by theCompany to the IEPF established by the Government of India after the completion of sevenyears.

Further according to the Rules the shares on which dividend has not been paid orclaimed by the shareholders for seven consecutive years or more shall also be transferredto the demat account of the IEPF Authority. During the year the Company has transferredthe unclaimed and unpaid dividends of R 220313 (Rupees Two Lakhs Twenty ThousandThree Hundred and Thirteen Only).

Further 3188 corresponding shares on which dividend were unclaimed for sevenconsecutive years were transferred as per the requirements of the IEPF rules. The detailsare provided in the Corporate Governance Report of this Annual

Report under heading Unpaid/Unclaimed Dividend and are also available on ourCompany's website at the weblink: http://www.hindujaventures.com/inv/unclaimed-dividend.html

COMMUNICATION AND PUBLIC RELATIONS

Your Company has on a continuous basis endeavored to increase awareness among itsstakeholders and in the marketplace about the Company's strategy new developments andfinancial performance as per rules laid down by the Regulatory Authorities like SEBI etc.

EMPLOYEES PARTICULARS AND RELATED DISCLOSURES

Disclosures pertaining 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 is annexed as Annexure

"I" to this Report.

The details of the employee who was in receipt of the remuneration amounting to thelimits stipulated in Section 197(12) of the Act read with Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed asAnnexure "J" to this Report.

GENERAL DISCLOSURES or material orders were passed 1) No significant by anyRegulator or Court or Tribunal which can have an impact on the going concern status andthe Company's operations in future.

2) There are no material changes and commitments that have occurred between the end ofthe financial year of the Company and the date of this Report which affects the financialposition of the Company.

3) The Managing Director of the Company does not receive any remuneration or commissionfrom any of its subsidiaries.

FUTURE OUTLOOK

Recognizing the growth potential of the ‘Media and Communications business in thebackdrop of the fact that IMCL's ‘Media and Communications business' has matured andthe associated risks has reduced significantly as well as the recent regulatory reforms(New Tariff Order) providing additional stimuli your Board at its meeting held on August12 2019 has accorded in-principle approval for reorganization of ‘Media andCommunications business' of IMCL a material subsidiary of your Company consisting ofCable

TV HITS platform (Media & Communication undertaking) into your Company subject toall statutory and regulatory approvals and approval of the esteemed shareholders. Thiswill help create a new platform for media business to go to the next level of performance.

ACKNOWLEDGEMENTS

Your Board of Directors takes this opportunity to thank the Company's employeescustomers vendors business partners members and bankers for the faith reposed in theCompany and to thank various regulatory authorities and agencies for their support andlooks forward to their continued encouragement.

For and on behalf of the Board of Directors
Place : Mumbai Ashok P. Hinduja
Date : August 12 2019 Chairman