Dear Members,
The Board of Directors of the Company are pleased to present the
Company's 41st Annual Report and the Company's audited financial statements for
the financial year ended March 31, 2025.
1. Financial Results
The Company's financial performance (standalone and consolidated)
for the year ended March 31, 2025 is summarized below: -
(Rs. in lakh)
|
STANDALONE |
CONSOLIDATED |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Revenue from Operations |
256.80 |
268.33 |
256.80 |
268.33 |
| Other Income |
18.37 |
3.68 |
18.37 |
3.68 |
Total Income |
275.17 |
272.01 |
275.17 |
272.01 |
Total Expenses |
268.29 |
267.87 |
268.29 |
267.87 |
Profit /(Loss) before Tax |
6.88 |
4.14 |
6.88 |
4.14 |
| Less: Current Tax |
- |
- |
- |
- |
| Deferred Tax |
1.59 |
0.30 |
1.59 |
0.30 |
Profit/ (Loss) for the year |
5.29 |
3.84 |
4.33 |
(4.29) |
| Add: Other Comprehensive Income (OCI) |
0.15 |
0.84 |
0.15 |
0.52 |
Total Comprehensive Income for the year |
5.44 |
4.68 |
4.48 |
(3.77) |
| Add: Opening Balance in Retained Earnings and
OCI (Adjusted) |
(607.50) |
(612.18) |
(634.96) |
(631.19) |
Closing Balance of Retained Earnings and
OCI |
(602.06) |
(607.50) |
(630.48) |
(634.96) |
2. Transfer to Reserves
The Board of Directors of the Company have not transferred any amount
to the Reserves for the year under review.
3. Result of Operations and State of Company's
Affairs
During the year under review, on standalone basis, the total revenue
from operations was ' 256.80 lakhs as compared to the last year's revenue of ' 268.33
lakhs and the profit after tax of your Company was ' 5.29 lakhs as compared to the last
year's profit after tax of ' 3.84 lakhs.
On consolidated basis, the total revenue from operations was ' 256.80
lakhs as compared to the last year's revenue of ' 268.33 lakhs and the profit after
tax was ' 4.33 lakhs as compared to the last year's loss after tax of ' 4.29 lakhs.
4. Details of Material Changes from the end of the
financial year
There have been no material changes and commitments affecting the
financial position of the Company between the end of the financial year to which the
financial statement relates and date of this Report.
5. Dividend
The Board of Directors of the Company have not recommended any dividend
on Equity Shares for the year under review.
6. Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review, as
stipulated under the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), is presented
in a separate section, forming part of the Annual Report.
7. Business Operations of the Company
The Company consistently delights its customers by introducing various
offerings. The Company focuses on enhancing its customer services to enable its customer
to have a seamless Cable Television (‘CATV') experience. The Company actively
engages with its customers to understand their entertainment needs and develops tailored
packages to suit their requirements.
While the downturn in the CATV industry has posed challenges for the
Company, however, your Company remains optimistic that with customer focus approach, it
will be able to regain customer trust and expand its subscriber base in the coming years.
8. Consolidated Financial Statement
In accordance with the provisions of the Companies Act, 2013 (“the
Act”) and the Listing Regulations read with Ind AS-110 (Consolidated Financial
Statement), Ind AS-28 (Investments in Associates and Joint Ventures) and Ind AS-31
(Interest in Joint Ventures), the audited consolidated financial statement forms part of
the Annual Report.
9. Subsidiary Company
During the year under review and till the date of this report, there
was no company which has become or ceased to be subsidiary of the Company.
A statement providing details of performance and salient features of
the financial statements of Subsidiary Company, as per Section 129(3) of the Act, is
annexed herewith and marked as Annexure I to this Report.
The audited financial statement including the consolidated financial
statement of the Company and all other documents required to be attached thereto forms
part of this Report and is available on the Company's website and can be accessed at
www.hathwaybhawani.com
The financial statement of the Subsidiary Company, as required, is
available on the Company's website and can be accessed at
https://www.hathwaybhawani.com/subsidiaries
As on the date of this Report, the policy for determining Material
Subsidiaries was updated. The said Policy is available on the Company's website and
can be accessed at https://www.hathwaybhawani.com/uploads/Policy for determining Material
Subsidiaries Policies 2025 1744725024.pdf
As on March 31, 2025, the Company do not have any Material Subsidiary.
10. Secretarial Standards
The Company has followed the applicable Secretarial Standards, with
respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by
the Institute of Company Secretaries of India.
11. Directors' Responsibility Statement
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March
31,2025, the applicable accounting standards read with requirements set out under Schedule
III to the Act have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as at March 31, 2025
and of the profit of the Company for the financial year ended on that date;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company 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 the Company and that such internal financial controls are adequate and are
operating effectively; and
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
12. Contracts and Arrangements with Related
Parties
All contracts / arrangements / transactions entered by the Company
during the year under review with related parties were in its ordinary course of business
and on an arm's length basis.
Details of the contracts / arrangements / transactions with related
party which are required to be reported in Form No. AOC-2 in terms of Section 134(3)(h)
read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are
annexed herewith and marked as Annexure II to this Report.
As on the date of this Report, the policy defining Materiality of
Related Party Transactions and on dealing with Related Party Transactions was updated and
the said policy is available on the Company's website and can be accessed at
https://www.hathwaybhawani.com/uploads/Policy on Related Party Transactions Policies 2025
1744716356.pdf
There were no materially significant related party transactions which
could have potential conflict with interest of the Company at large.
Members may refer Note 4.09 to the Standalone Financial Statement which
sets out related party disclosures pursuant to Ind AS.
13. Corporate Social Responsibility
Pursuant to the provisions of Section 135 of the Act read with Rule 3
of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company was not
required to comply with the provisions of Corporate Social Responsibility
(“CSR”) as the Company did not meet the eligibility criteria of the CSR
provisions.
14. Risk Management
Hathway Cable and Datacom Limited (“HCDL”), the Holding
Company has adopted Risk Management Policy which is detailed and provides for exhaustive
Risk Management framework which is also applicable to its Subsidiaries and Joint Ventures.
The Company, being subsidiary of HCDL follows the same. The Risk Management framework
defines the risk management process which focus on four key elements viz. Risk
Identification, Risk Assessment, Risk Management and Risk Monitoring. The Board of
Directors of the Company is entrusted with the responsibility of overseeing effective
implementation, monitoring of risk management plan and policy, continuous review and
obtaining assurance from the management for timely identifying, managing and mitigating
the emerging risk associated with the Company.
Further details on Risk Management activities are covered in Management
Discussion and Analysis section, which forms part of the Annual Report.
15. Internal Financial Controls
The Company has established adequate internal financial controls
commensurate with the size of the business and nature of its operations, designed to
provide reasonable assurance with regard to the accuracy and completeness of the
accounting records and timely preparation and provision of reliable financial statements.
The internal financial controls are embedded in the business processes.
Assurance of the effectiveness of internal financial controls is obtained through
management reviews, continuous monitoring by Functional Head as well as sample testing of
the internal financial control systems by the independent Auditors during the course of
their audits on a quarterly basis.
The Audit Committee reviews adequacy and effectiveness of the
Company's internal controls and monitors the implementation of audit recommendations
on a quarterly basis.
16. Directors and Key Managerial Personnel
In accordance with the provisions of the Act and the Articles of
Association of the Company, Ms. Vrinda Mendon (DIN: 08424835), Director of the Company,
retires by rotation at the ensuing Annual General Meeting. The Board of Directors of the
Company on the recommendation of the Nomination and Remuneration Committee
(“NRC”) has recommended her re-appointment.
Ms. Vrinda Mendon, was appointed as Non-Executive Director, liable to
retire by rotation, by the Members in the Annual General Meeting held on July 31, 2024.
During the year under review, the Board of Directors of the Company,
based on the recommendation of the NRC, recommended appointment of Mr. Dhiren Dalal (DIN:
01218886) and Mr. Basant Kumar Parasramka (DIN: 02843399) as Independent Directors of the
Company for a term of 5 (five) consecutive years w.e.f. August 07, 2024 and the Members of
the Company approved their appointment on July 31, 2024. They possess requisite
qualifications, experience, proficiency and expertise and hold the highest standards of
integrity.
Further, Mr. Dhiren Dalal was appointed as the Chairman of the Company
w.e.f. August 07, 2024.
Mr. Dilip Worah (DIN: 00047252) and Mr. L K Kannan (DIN: 00110428)
ceased to be independent directors of the Company upon completion of their second term on
August 06, 2024. Further, Mr. Dilip Worah ceased to be the Chairman of the Company on
August 06, 2024. The Board of Directors of the Company places on record their sincere
thanks for guidance and support provided during their tenure, which immensely benefitted
the Company.
Mr. Basant Haritwal retired from the position of Chief Financial
Officer (Key Managerial Personnel) of the Company w.e.f. April 30, 2024 and the Board of
Directors of the Company appointed Mr. Hareshkumar Mayani, in his place, as the Chief
Financial Officer (Key Managerial Personnel) of the Company w.e.f. May 01,2024.
Save and except aforementioned, there were no other changes in the
Board of Directors and Key Managerial Personnel of the Company.
The Company has received declarations from all Independent Directors of
the Company confirming that:
a) they meet the criteria of independence prescribed under the Act and
the Listing Regulations; and
b) they have registered their names in the Independent Directors'
Databank.
17. Performance Evaluation
The Company has a policy for performance evaluation of the Board,
Committees and other individual Directors (including Independent Directors) which includes
criteria for performance evaluation of Directors.
In accordance with the manner of evaluation specified by the NRC, the
Board carried out annual performance evaluation of the Board, its Committees and
Individual Directors. The Independent Directors carried out annual performance evaluation
of the Chairman, the non-independent directors and the Board as a whole. The Chairman of
the respective Committees shared the report on evaluation with the respective Committee
members. The performance of each Committee was evaluated by the Board based on the report
of evaluation received from the respective Committees.
Based on the review of consolidated report on performance evaluation,
the Chairman of the Board provided the feedback to each Director.
18. Auditors and Auditors' Report Statutory
Auditor
Nayan Parikh & Co., Chartered Accountants (Firm Registration
No.107023W) were re-appointed as Statutory Auditor of the Company for second term of 5
(five) consecutive years, at the Annual General Meeting held on June 24, 2022. They have
confirmed their eligibility and qualifications required under the Act for holding office
as Statutory Auditor of the Company.
The Auditors' Report does not contain any qualification, reservation,
adverse remark or disclaimer. The Notes on financial statement referred to in the
Auditors' Report are self-explanatory and do not call for any further comments.
Secretarial Auditor
The Board of Directors of the Company had appointed Rathi &
Associates, Practicing Company Secretaries, to conduct Secretarial Audit of the Company
for the financial year 2024-25. The Secretarial Audit Report relating thereto is annexed
herewith and marked as Annexure III to this report.
The Secretarial Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer.
19. Disclosures
Meetings of the Board
5 (Five) meetings of the Board of Directors of the Company were held
during the year under review i.e. on April 15, 2024, June 25, 2024, July 13, 2024, October
10, 2024, and January 10, 2025. The maximum interval between any two meetings was well
within the maximum allowed gap of 120 days.
Audit Committee
Mr. Dilip Worah ceased to be independent director of the Company upon
completion of his second term on August 06, 2024 and consequently ceased to be the
Chairman and a member of the Audit Committee. Further, Mr. L K Kannan ceased to be
independent director of the Company upon completion of his second term on August 06, 2024
and consequently ceased to be the member of the Audit Committee. The Audit Committee
presently comprises of Mr. Dhiren Dalal (Chairman), Mr. Basant Kumar Parasramka and Ms.
Vrinda Mendon. During the year under review, all the recommendations made by the Audit
Committee were accepted by the Board. The Audit Committee met 5 (five) times during the
year under review i.e. on April 15, 2024, July 13, 2024, October 10, 2024, January 10,
2025 and March 26, 2025.
Nomination and Remuneration Committee
(“NRC”)
Mr. L K Kannan ceased to be the Chairman and member of the NRC.
Further, Mr. Dilip Worah ceased to be a member of the NRC. The NRC presently comprises of
Mr. Basant Kumar Parasramka (Chairman), Mr. Dhiren Dalal and Mr. Vatan Pathan. During the
year under review, the NRC met 2 (two) times i.e. on April 15, 2024 and June 25, 2024.
The following policies are available on the Company's website and
can be accessed at:
Sr. No. |
Policy |
Weblink |
| 1 |
Policy for Selection of Directors and
Determining Directors' Independence |
https://www.hathwaybhawani.com/uploads/HBCDL%20Policy%20
for%20Seclection%20of%20Directors Policies 2022.pdf |
| 2 |
Remuneration Policy for Directors, Key
Managerial Personnel and Senior Management |
https://www.hathwaybhawani.com/uploads/HBCDL%20Policy%20for%20
Remuneration%20to%20Directors Policies 2022.pdf |
| 3 |
Policy on Board Diversity |
https://www.hathwaybhawani.com/uploads/HBCDL%20Policy%20
on%20Board%20Diversity Policies 2022.pdf |
There has been no change in the abovementioned policies during the year
under review.
The aforesaid policies sets out the guiding principles for the NRC for
identifying persons who are qualified to become Directors and to determine the
independence of Directors, in case of their appointment as independent directors of the
Company, recommending to the Board the remuneration of the Directors, Key Managerial
Personnel and Senior Management of the Company and the approach towards Board diversity in
the Company.
Stakeholders' Relationship Committee
(“SRC”)
Mr. Dilip Worah ceased to be a member of the SRC. The SRC presently
comprises of Mr. Vatan Pathan (Chairman), Ms. Vrinda Mendon and Mr. Dhiren Dalal. The SRC
met 4 (four) times during the year under review i.e. on April 15, 2024, July 13, 2024,
October 10, 2024 and January 10, 2025.
20. Vigil Mechanism and Whistle Blower Policy
The Company promotes ethical behaviour in all its business activities.
Towards this, the Company has adopted a Vigil Mechanism and Whistle Blower Policy.
The Company's Ethics & Compliance Task Force
(“ECTF”) oversees and monitors the implementation of ethical business practices
in the Company. ECTF evaluates incidents of suspected or actual violations of the Code of
Conduct and reports them to the Audit Committee every quarter.
Employees are required to report actual or suspected violations of
applicable laws and regulations and the Code of Conduct. Such genuine concerns (termed
Reportable Matter) disclosed as per Policy are called “Protected Disclosures”
and can be raised by a Whistle-blower through an e-mail or dedicated telephone line or a
letter to the ECTF or to the Chairman of the Audit Committee.
The Company's personnel have direct access to the Chairman of the
Audit Committee to raise concerns related to unethical behaviour, frauds and other
grievances. The Company ensures that no employee has been denied access to the Audit
Committee in such matters.
As on the date of this Report, the Vigil Mechanism and Whistle Blower
Policy was updated and the said Policy is available on the Company's website and can
be accessed at https://www.hathwaybhawani.com/uploads/Vigil Mechanism and Whistle Blower
Policy Policies 2025 1744725108.pdf
21. Particulars of loans given, investments made,
guarantees given and securities provided
During the year under review, there were no loans given, investment
made, guarantees given or securities provided in terms of Section 186 of the Act.
22. 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 made thereunder, the Company has in place a policy which mandates no tolerance
against any conduct amounting to sexual harassment of women at workplace. The Company has
formed an Internal Complaint Committee to reddress and resolve complaints pertaining to
sexual harassment in the workplace, which ensures a free and fair enquiry process with
clear timelines for resolution. There were no cases/ complaints filed during the year
under review under the POSH Act.
23. Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be disclosed under the
Act, is annexed herewith and marked as Annexure IV to this Report.
24. Annual Return
The Annual Return of the Company as on March 31, 2025 is available on
the Company's website and can be accessed at
https://www.hathwaybhawani.com/uploads/Annual Return 2024-25 Annual%20Reports 2024-2025
1755672976.pdf
25. Particulars of Employees and Related
Disclosures
Disclosures relating to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.
Having regard to the provisions of the second proviso to Section 136(1)
of the Act and as advised, the Annual Report excluding the aforesaid information is being
sent to the Members of the Company. Any Member interested in obtaining such information
may write to the Company on investors.bhawani@hathway.net
26. General
The Board state that no disclosure or reporting is required in respect
of the following matters as there were no transactions or applicability pertaining to
these matters during the year under review:
a) Details relating to deposits covered under Chapter V of the Act.
b) Issue of equity shares with differential rights as to dividend,
voting or otherwise.
c) Issue of shares (including sweat equity shares and Employees' Stock
Options Schemes) to employees of the Company under any scheme.
d) Significant or material orders passed by the Regulators or Courts or
Tribunals which impact the going concern status and the Company's operations in future.
e) Fraud reported by the Auditors to the Audit Committee or the Board
of Directors of the Company.
f) Scheme of provision of money for the purchase of its own shares by
employees or by trustees for the benefit of employees.
g) Maintaining of cost records in terms of Section 148(1) of the Act.
h) Payment of remuneration or commission from any of its holding or
subsidiary companies to the Managing Director of the Company.
i) Change in the nature of business of the Company.
j) Instances of transferring the funds to the Investor Education and
Protection Fund.
k) Issue of debentures/bonds/warrants/any other convertible securities.
l) There is no proceeding pending under the Insolvency and Bankruptcy
Code, 2016.
m) Instance of one-time settlement with any Bank or Financial
Institution.
n) Statement of deviation or variation in connection with preferential
issue.
27. Acknowledgement
The Board of Directors wish to place on record their deep sense of
appreciation for the committed services by all the Company's Executives, Staff and
Employees.
The Board of Directors would also like to express their sincere
appreciation for the assistance and co-operation received from the Financial Institutions,
Banks, Government Authorities, Customers, Vendors and Members during the year under
review.
|
For and on behalf of the Board |
|
|
Vatan Pathan |
Vrinda Mendon |
|
Director & CEO |
Director |
|
DIN: 07468214 |
DIN: 08424835 |
| Date: April 15, 2025 |
|
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| Place: Mumbai |
|
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Registered Office |
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| 1st Floor, B Wing, Jaywant Apartment, |
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| Above SBI Bank, 63, Tardeo Road, |
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| Mumbai - 400 034. |
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| CIN: L65910MH1984PLC034514 |
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| Website: www.hathwaybhawani.com |
|
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| E-mail: investors.bhawani@hathway.net |
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| Tel. : +91 22 2353 5107 ; M. : +91 9152728663 |
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