Hathway Cable Director Discussions


Dear Members,

The Board of Directors are pleased to present the Companys 63rd 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:

STANDALONE CONSOLIDATED
2022-23 2021-22 2022-23 2021-22
Revenue from Operations 638.72 621.94 1,858.44 1793.02
Other Income 65.97 50.81 100.55 77.42
Profit/(Loss) before Tax 88.84 70.04 90.44 156.13
Less: Current Tax - - - 0.01
Deferred Tax 24.42 22.88 25.07 25.77
Profit/(Loss) for the year 64.42 47.16 65.37 130.35
Add: Other Comprehensive Income (OCI) (3.02) (0.09) (7.29) (1.45)
Total Comprehensive Income for the year 61.40 47.07 58.08 128.90
Add: Opening Balance in Retained Earnings and OCI (Adjusted) (602.63) (649.71) (953.30) (1081.98)
Less: Appropriation - - - -
- General Reserve - - - -
Closing Balance of Retained Earnings and OCI (541.24) (602.63) (895.22) (953.30)

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. RESULTS OF OPERATIONS AND STATE OF COMPANYS AFFAIRS

During the year under review, the total revenue from operations was 638.72 crores on standalone basis and 1,858.44 crores on consolidated basis as compared to the last years revenue of 621.94 crores on standalone basis and 1793.02 crores on consolidated basis respectively. The post-tax profit of your Company was 64.42 crores on standalone basis and 65.37 crores on consolidated basis as compared to the last years post-tax profit of 47.16 crores on standalone basis and 130.35 crores on consolidated basis respectively.

4. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT

No Material Changes have 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. The Dividend Distribution Policy of the Company is put on the Companys website and can be accessed at https://www.hathway.com/assets/pdf/Policies/ Dividend%20Distribution%20Policy.pdf.

6. MANAGEMENT DISCUSSION AND ANALYSIS

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 ("SEBI

LODR"), is presented in a separate section, forming part of the Annual Report.

7. BUSINESS OPERATIONS/PERFORMANCE OF

THE COMPANY AND ITS MAJOR SUBSIDIARIES

The developments in business operations/performance of the Company and its major subsidiaries consolidated with the Company are as below:

A. Broadband Business

During the year , the Company continued to focus on delighting its customers. GPON customers were offered with plans of 300 with a commitment that they would get the 300 Mbps speed on WiFi with our new high gain and long range Optical Network Terminal ("ONT") devices which work in both the WiFi bands of 2.4 Ghz and 5 Ghz. 5 Ghz band has less interference and is able to give 300 Mbps speed on the latest mobiles and laptops that support 802.11 ac WiFi protocol whereas 2.4 Ghz provides an extensive coverage in customer homes, so even if they are far from their WiFi device, they would still remain connected with the Band Steering feature that have been implemented in our Dual Band ONTs.

With the redundancy to 1st level splitter in many of the key Optical Line Transmission Equipment (OLTEs) we were able to offer reliable connectivity to our customers. Our technical complaint rate measured in terms of TT/1000 is at 74, with repeat complaints within 7 days at 4%. We are able to complete 84% of our installations within 48 hrs of the login of the order.

It is the endeavour of the Company to ensure that in the coming months our AI based ChatBOT and VoiceBOT should able to address more than 50% of the customer queries in less than 2 minutes.

We are focused on improving our GPON offering in terms of quick installation and problem resolution.

During the year under review, the Broadband business revenue stood at Rs. 638.72 crores and the subscribers stood at 1.12Mn (Previous Years Broadband business revenue stood at Rs. 621.94 crores and subscribers stood at 1.11 Mn).

B. Cable Television Business:

Hathway Digital Limited ("Hathway Digital"), a wholly owned subsidiary (material subsidiary) of the Company provides Cable Television Services on Pan India basis. During the year under review, Telecom Regulatory Authority of India "TRAI" came out with The Telecommunication (Broadcasting and Cable) Services (Eighth) (Addressable Systems) Tariff (Third Amendment) Order, 2022 (No. 4 of 2022) "New Tariff Order 3.0" effective from February 1, 2023. Though the date of implementation of New Tariff Order 3.0 was February 01, 2023, the tariff order could not be implemented on ground during the financial year, due to multiple litigation by Local Cable Operators Associations and Association of Multi System Operators, who were against any increase in the subscriber price, which was bound to happen due to sharp increase in prices of Bouquets announced by various Broadcasters under New Tariff Order 3.0.

At the same time, Hathway Digital continued to work towards delighting its customers and took various new initiatives during the year for enhancing customer experience and provide better market offerings.

Some of the Key initiatives were:

Continued to expand the Hathway Digital footprint through incremental infrastructure, enabling us to expand our market share. Hathway Digital connected 90 new locations with IP links and added ~1800kms of fiber network;

Widen the bouquet of STBs that can be offered to Customers by Implementation of New CAS (Nagra Vision);

Rolled out a new product/ Go To Market (GTM) strategy including new products and schemes to make Hathway infrastructure-ready to seize the benefit of the more conducive prevailing market;

Hathway Digital was one of the few MSO which managed to hold ground and increase their base and market share in a situation where most of other MSOs were losing their base and share to Over the Top (OTT);

Partnered with third party vendor to:

- Enable QR Code on Electronic Programming Guides (EPG) for digital payments with credit going to LCOs Bank Account directly and providing instant activation;

- Application Programming Interface (API) creation for enabling instant activation through any App that LCO may be currently using.

8. CREDIT RATING

During the year under review, the Company was not required to obtain any credit rating.

9. 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 theAnnual Report.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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/ Associate/ Joint Venture companies, 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 is available on the Companys website and can be accessed at https://www.hathway.com/ About/AnnualReport.

The financial statements of the subsidiaries, as required, are put up on the Companys website and can be accessed at https://www.hathway.com/About/Subsidiaries.

The Board has approved and adopted the updated policy for determining Material Subsidiaries and the same is put up on the Companys website and can be accessed at https:// www.hathway.com/assets/pdf/Policies/Policy%20for%20 determining%20Material%20Subsidiaries.pdf.

Hathway Digital Limited is material Subsidiary of the Company as per the SEBI(LODR).

11. 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.

12. 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

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.

13. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere 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 from aReport of the Company. The requisite Certificate Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI (LODR) is enclosed to the Corporate Governance Report.

14. 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 put up on the Companys website and the same can be accessed at https:// www.hathway.com/assets/pdf/Policies/Related%20 Party%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 4.11 to the Standalone Financial Statement which sets out related party disclosures pursuant to Ind AS.

15. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility ("CSR") Committees prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the objectives set out in the ‘Corporate Social Responsibility Policy ("CSR Policy"). The CSR

Policy of the Company, inter alia, covers CSR vision and objective and also provides for governance, implementation, monitoring and reporting framework. The CSR Policy is put up on the Companys website and can be accessed at https://www.hathway.com/assets/pdf/ Policies/CSR%20Policy.pdf. There has been no change in the policy during the year.

In terms of the CSR Policy, the focus areas of engagement shall be eradicating hunger, poverty, preventative health care, education, rural areas development, gender equality, empowerment of women, environmental sustainability and protection of national heritage, art and culture and other need based initiatives.

During the year under review, the Company has spent

Rs. 2,19,54,000 (rounded off to nearest hundred) i.e. 2% of the average net profit of last three financial years on CSR activities. The Annual Report on CSR activities as stipulated under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith and marked as Annexure II to this Report.

16. RISK MANAGEMENT

Hathway Cable and Datacom Limited ("the 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 Risk Management framework defines the risk management process which focuses 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.

17. 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 on the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by Functional Heads as well as sample testing of the internal financial control systems by the independent Auditors during the course of their audits. Audit Committee reviews adequacy and effectiveness of

Companys Internal Controls and implementation of audit recommendations on quarterly basis.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Ms. Geeta Kalyandas Fulwadaya (DIN: 03341926), Director of the Company, retire 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 re-appointment.

Mr. Rajan Gupta has resigned as Managing Director and Director of the Company w.e.f March 09, 2023 due to personal reasons. 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 SEBI (LODR); and (b) they have registered their names in the Independent Directors Databank.

19. 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.

20. 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 Sixty-Second Annual General Meeting of the Company held on June 28, 2022. The Statutory Auditors have confirmed their eligibility and qualifications required under the Act for holding office as StatutoryAuditors of the 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 Auditors

The Board of Directors of the Company had appointed

M/s. Rathi & Associates, to conduct Secretarial Audit for the financial year 2022-23 The Secretarial Audit Report for the financial year ended March 31, 2023 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.

Cost Auditors

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 to Broadband Operations of the Company for the financial year 2022-23 under Section 148 of the Act read with the Companies (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 and records.

21. DISCLOSURES Meetings of the Board

During the financial year ended March 31, 2023, 4 (four) Board Meetings were held. Further, details of the meetings of the Board and its Committees are given in the Corporate

Governance Report, which forms part of the Annual Report.

Audit Committee

The Audit Committee of the Company comprises

Mr. Sridhar Gorthi (Chairman), Mr. Sasha Mirchandani,

Mr. Viren Raheja and Ms. Ameeta Parpia. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

Corporate Social Responsibility ("CSR") Committee

Pursuant to the resignation of Mr. Rajan Gupta as Managing Director and Director of the Company, the CSR Committee was reconstituted by the Board through Circular resolution dated April 07, 2023 and it comprises Mr. Viren Raheja (Chairman), Mr. Sridhar Gorthi and Mr. Saurabh Sancheti.

Nomination and Remuneration Committee

("NRC")

The NRC comprises Mr. Sasha Mirchandani (Chairman), Mr. Sridhar Gorthi and Mr. Viren Raheja.

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.hathway.com/assets/pdf/Policies/ Policy%20for%20Selection%20of%20Directors.pdf.

https://www.hathway.com/assets/pdf/Policies/ Remuneration%20Policy%20for%20Directors.pdf.

https://www.hathway.com/assets/pdf/Policies/Policy%20 on%20Board%20Diversity.pdf.

There has been no change in the policies during the year.

The aforesaid Policies set 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 of the Board of the Company.

Stakeholders Relationship Committee ("SRC")

Pursuant to the resignation of Mr. Rajan Gupta as Managing Director and Director of the Company, the SRC was reconstituted by the Board through Circular resolution dated April 07, 2023 and it comprises Ms. Ameeta Parpia (Chairperson), Mr. Viren Raheja and Ms. Geeta Fulwadaya.

Risk Management Committee ("RMC")

Pursuant to the resignation of Mr. Rajan Gupta as Managing Director and Director of the Company, the RMC was reconstituted by the Board through Circular resolution dated April 07, 2023 and it comprises Ms. Ameeta Parpia (Chairperson), Mr. Sridhar Gorthi, Mr. Saurabh Sancheti and Mr. Ajay Singh.

Business Responsibility and Sustainability Committee ("BRSC")

During the year under review, the Business Responsibility ("BR") Committee was renamed as Business Responsibility and Sustainability Committee ("BRSC").

Pursuant to the resignation of Mr. Rajan Gupta as Managing Director and Director of the Company, the BRSC was reconstituted by the Board through Circular resolution dated April 07, 2023 and it comprises Mr. Viren Raheja, who was designated as Chairman (earlier, he was Member) and Mr. Saurabh Sancheti.

As required under Regulation 34(2)(f) of SEBI (LODR), your Company has published the Business Responsibility and Sustainability Report on its website which can be accessed at https://www.hathway.com/assets/pdf/ Business%20Responsibility%20and%20Sustainability%20 Report_2022-23.pdf.

The details of the dates of the meetings, attendance and terms of reference of the various Committees are disclosed in the Corporate Governance Report, which forms part of the Annual Report.

22. VIGIL MECHANISM

The Company promotes ethical behaviour in all its business activities. Towards this, the Company has adopted a Vigil Mechanism and Whistle Blower Policy. Protected disclosures can be made by a whistle blower through an e-mail or a letter Officer the Chairman ofto the Audit Compliance Committee. 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 put up on the Companys website and can be accessed at https://www.hathway.com/assets/pdf/Policies/Vigil%20 Mechanism%20and%20Whistle-Blower%20Policy.pdf.

During the year under review, the Company has received 2 (two) complaints which were duly investigated by the Chief of Internal Affairs and CHRO under the guidance of the Audit Committee and necessary actions were initiated pursuant to the investigations.

23. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The Company, being a Company providing Infrastructural facilities, is exempted from the provisions of Section 186 of the Act relating to loan and guarantee given, and security provided by the Company.

24. 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 formed Internal Complaint 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.

25. 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, is annexed herewith and marked as Annexure IV to this Report.

26. 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://www.hathway.com/assets/pdf/Annual%20 Return%20AGM_2023.pdf

27. 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, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial 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 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 info@hathway.net.

28. 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 pertaining to 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 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) Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company. viii) Change in the nature of business of the Company. ix) Instances of transferring the funds to the Investor Education and Protection Fund. x) Issue of debentures/bonds/warrants/any other convertible securities. xi) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

xii) Instance of one-time settlement with any Bank or Financial Institution. xiii) Statement of deviation or variation in connection with preferential issue.

29. 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
Viren Raheja Saurabh Sancheti
Non-Executive Director Non-Executive Director
DIN 00037592 DIN 08349457
Place: Mumbai
Date: April 17, 2023
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: info@hathway.net
Website: www.hathway.com