hathway bhawani Directors report

Dear Members,

The Board of Directors are pleased to present the Companys 39^th Annual Report and the Companys audited financial statement for the financial year ended March 31, 2023.

1. Financial Results

The Companys financial performance (Standalone and Consolidated) for the year ended March 31, 2023 is summarized below: - (Rs. in lakhs)

	STANDALONE		CONSOLIDATED
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	305.50	381.59	305.50	381.59
Other Income	6.82	7.72	6.82	7.72
Profit /(Loss) before Tax	33.65	100.31	25.60	94.07
Less: Current Tax	-	-	-	-
Deferred Tax	8.63	14.36	8.63	14.36
Profit/ (Loss) for the year	25.02	85.95	16.97	79.71
Add: Other Comprehensive Income (OCI)	0.60	(0.16)	0.60	0.59
Total Comprehensive Income for the year	25.62	85.79	17.57	80.30
Add: Opening Balance in Retained Earnings and	(637.80)	(723.59)	(648.76)	(729.06)
OCI (Adjusted)
Less:Appropriation	-	-	-	-
-General Reserve	-	-	-	-
Closing Balance of Retained Earnings and OCI	(612.18)	(637.80)	(631.19)	(648.77)

2. Transfer to Reserves

The Board of Directors of the Company have not transferred any amount to the Reserves during the year under review.

3. Result of Operations and State of Companys affairs

During the year under review, the total revenue from operations was Rs. 305.50 lakhs on standalone basis and Rs. 305.50 lakhs on consolidated basis as compared to the last years revenue of Rs. 381.59 lakhs on standalone basis and Rs. 381.59 lakhs on consolidated basis respectively. The Profit after tax of your Company was Rs. 25.02 lakhs on standalone basis and Rs. 16.97 lakhs on consolidated basis as compared to the last years Profit after tax was Rs. 85.95 lakhs on standalone basis and Rs. 79.71 lakhs on consolidated basis respectively.

4. Details of Material changes from the end of the Financial Year till the date of this Report

There were no material changes taken place from the end of the financial year till the 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

Management Discussion and Analysis Report for the year under review, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR)") is presented in a separate section, which forms part of the Annual Report.

7. Business Operations of the Company

The Company continue to remain committed to its customers by offering various schemes and services which are best in class and cost effective. During the year under review, the Company in spite of stiff challenges posed from the over-the-top ("OTT") has been able to hold on its customers due to the various initiatives of Hathway Digital Limited, the MSO Company, ("fellow Subsidiary") for enhancing the customer experience.

8. Consolidated Financial Statement

In accordance with the provisions of the Companies Act, 2013 ("the Act") and SEBI (LODR) read with Ind AS-110 (Consolidated Financial Statement), Ind AS-28 (Investments in Associates and Joint Ventures), the consolidated audited financial statement forms part of the Annual Report.

9. Subsidiary Company

During the year under review and till the date of this report, no new company 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, "AOC-1" is provided 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 are available on Companys website and can be accessed at www.hathwaybhawani.com. The financial statement of the subsidiary Company can also be accessed at the Companys website. The Company has formulated a policy for determining Material Subsidiaries and the same is placed on the Companys website and can be accessed at https://www.hathwaybhawani.com/assets/pdf/policy-on-material-subsidiary.pdf.

10. Secretarial Standards

The Company has followed the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively.

11. Directors Responsibility Statement

Your Directors state that: a) in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III 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 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, 2023 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 financial year with related parties were in its ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is 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.

During the year under review, the Board has approved and adopted the updated Policy defining materiality of related party transactions, material modification in related party transactions and dealing with related party transactions and the same is placed on the Companys website and the same can be accessed at https://www.hathwaybhawani.com/assets/pdf/HBCDL%20Related%20Party%20Transactions%20Policy.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 criteria of applicability of provisions of CSR.

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 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 has been 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 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 on 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.

The Audit Committee reviews adequacy and effectiveness of Companys Internal Controls and implementation of audit recommendations on quarterly basis.

16. Directors and Key Managerial Personnel Retiring by rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Ms. Pranjali Gawde (DIN: 08754715), Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting. The Board of Directors on the recommendation of the Nomination and Remuneration Committee ("NRC") has recommended her reappointment.

Change in the Key Managerial Personnel of the Company

During the period under review, Mr. Vatan Pathan, Director of the Company was re-appointed as Chief Executive Officer of the Company at the Board Meeting held on March 30, 2023 for a period of 5 years from April 03, 2023 to April 02, 2028. Save and except aforementioned, there were no other change 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 SEBI (LODR); 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 Non-Executive Directors and Executive 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. A consolidated report on performance evaluation was shared with the Chairman of the Board for his review and giving feedback to each Director.

18. Auditors and Auditors Report Statutory Auditors

During the year under review, M/s. Nayan Parikh & Co. Chartered Accountants (Firm Registration No.107023W) were reappointed as Statutory Auditors of the Company for second term of 5 (five) consecutive years, at the Thirty-Eighth Annual General Meeting of the Company held on June 24, 2022. The Statutory Auditors have confirmed their eligibility and qualifications required under the Act for holding office as Statutory Auditors 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 M/s. Rathi & Associates, Company Secretaries to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 is provided as Annexure II to this Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

19. Disclosures

Meetings of the Board

The Board of Directors met six times during the financial year on April 11, 2022, July 15, 2022, October 15, 2022, January 13, 2023, February 28, 2023 and March 30, 2023. The intervening gap between two consecutive meetings was within the period specified under the Act.

Audit Committee

The Audit Committee of the Company comprises Mr. Dilip Worah, Independent Director (Chairman), Mr. L. K. Kannan, Independent Director and Ms. Pranjali Gawde, Non-Executive Director of the Company. The constitution and terms of reference of the Committee is as per Section 177 of the Act. During the year, all recommendations made by the Audit Committee were accepted by the Board. The Audit Committee met five times during the year on April 11, 2022, July 15, 2022, October 15, 2022, January 13, 2023 and March 16, 2023.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee (NRC) comprises Mr. L. K. Kannan, Independent Director (Chairman), Mr. Dilip Worah, Independent Director and Mr. Vatan Pathan, Non-Executive Director of the Company. The NRC Committee met two times during the year on April 11, 2022 and March 30, 2023.

The Company has devised inter alia, following Policies namely (i) Policy for Selection of Directors and Determining Directors Independence, (ii) Remuneration Policy for Directors, Key Managerial Personnel and Senior Management and (iii) Policy on Board Diversity. The Policies are available on the Companys website and can be accessed at: https://www.hathwaybhawani.com/assets/pdf/HBCDL%20Policy%20for%20Seclection%20of%20Directors.pdf; https://www.hathwaybhawani.com/assets/pdf/HBCDL%20Policy%20for%20Remuneration%20to%20Directors.pdf; https://www.hathwaybhawani.com/assets/pdf/HBCDL%20Policy%20on%20Board%20Diversity.pdf There has been no change in the policies during the year.

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 to diversity on the Board of Directors of the Company.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises Mr. Vatan Pathan, Non-Executive Director (Chairman), Ms. Pranjali Gawde, Non-Executive Director and Mr. Dilip Worah, Independent Director of the Company. The Committee met five times during the year on April 11, 2022, July 15, 2022, October 15, 2022, January 13, 2023 and February 28, 2023.

20. Vigil Mechanism

The Company promotes ethical behavior in all its business activities. Towards this, the Company has adopted a Policy on Vigil Mechanism and Whistle Blower Policy. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the immediate supervisor or Chief Executive officer or the Compliance officer or the Chairman of the Audit Committee of the Company. The Audit Committee also reviews complaints/issues (if any) raised through Vigil Mechanism or by any Whistle blower on a quarterly basis.

The Vigil Mechanism and Whistle Blower Policy is available on the Companys website and can be accessed at https://www.hathwaybhawani.com/assets/pdf/Vigil%20Mechanism%20and%20Whistle-Blower%20Policy.pdf.

During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil Mechanism and Whistle Blower Policy of the Company was received by the Company.

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 Workplace

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 formed Internal Committee for various work places to address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a policy for prevention of Sexual Harassment, which ensures a free and fair enquiry process with clear timelines for resolution. There were no cases/complaints filed during the year under POSH Act.

23. Energy Conservation, 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, are provided in Annexure III to this Report.

24. Annual Return

The Annual Return of the Company as on March 31, 2023 is available on the Companys website and can be accessed at https://hathwaybhawani.com/assets/pdf/Annual%20Return%20AGM_2023.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 email id investors.bhawani@hathway.net

26. General

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability on these matters 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 or otherwise. iii) Issue of shares (including sweat equity shares and Employees Stock Options Schemes) to employees of the Company under any scheme. iv) Significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future. v) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company. vi) Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. vii) Maintaining of cost records in terms of Section 148(1) of the Act. viii) Payment of remuneration or commission from any of its Holding or Subsidiary Companies to the Managing Director of the Company. ix) Change in the nature of business of the Company. x) Instances of transferring the funds to the Investor Education and Protection Fund.

xi) Issue of debentures/bonds/warrants/any other convertible securities. xii) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. xiii) Instance of one-time settlement with any Bank or Financial Institution. xiv) 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 the Companys 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	Pranjali Gawde
Director & CEO	Director
DIN: 07468214	DIN: 08754715

Date: April 14, 2023 Place: Mumbai

Registered Office

805/806, Windsor, 8^th Floor, Off CST Road, Kalina, Santacruz (East), Mumbai – 400 098 CIN: L65910MH1984PLC034514 Tel No. 022 40542500 Fax: 022 40542700 Website: www.hathwaybhawani.com E-mail: investors.bhawani@hathway.net