Hathway Cable & Datacom Ltd Directors Report.

Dear Members,

The Board of Directors are pleased to present the Companys 61st Annual Report and the Companys audited financial statement for the financial year ended March 31, 2021.


The Companys financial performance (Standalone and Consolidated) for the year ended March 31, 2021 is summarized below:-

(Rs in crores)



2020-21 2019-20 2020-21 2019-20
Revenue from Operations 615.56 567.69 1731.77 1798.39
Other Income 134.30 250.34 142.45 245.75
Profit/(Loss) before Tax 143.60 107.69 278.61 109.57
Less: Current Tax - - 0.81 0.12
Deferred Tax 32.45 91.05 24.55 3.98
Profit/(Loss) for the year 111.15 16.64 253.25 105.47
Add: Other Comprehensive Income (OCI) 0.23 0.04 0.62 (0.02)
Total Comprehensive Income for the year 111.38 16.68 253.87 105.45
Add: Opening Balance in Retained Earnings and OCI (Adjusted) (761.09) (777.76) (1335.86) (1441.31)
Less: Appropriation
- General Reserve - -
closing Balance of Retained Earnings and OOI (649.70) (761.09) (1081.98) (1335.86)


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

3. Results of operations & state of I companys affairs

During the year under review, the total revenue from i operations was Rs 615.56 crores on standalone basis and Rs 1,731.77 crores on consolidated basis as compared to i the last years revenue of Rs 567.69 crores on standalone i basis and Rs 1,798.39 crores on consolidated basis : respectively. The post-tax profit of your Company was Rs 111.15 crores on standalone basis and Rs 253.25 crores : on consolidated basis as compared to the last years post-tax profit of Rs 16.64 crores on standalone basis and i Rs 105.47 crores on consolidated basis respectively.


The Board at its meeting held on February 17, 2020, had approved the Composite Scheme of Amalgamation and Arrangement between the Company, Den Networks Limited, TV18 Broadcast Limited, Network18 Media : & Investments Limited, Media18 Distribution Services Limited, Web18 Digital Services Limited and Digital18 Media Limited and their respective Shareholders and Creditors ("Composite Scheme").

In accordance with the provisions of Regulation 37 of the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR)), the Composite Scheme was filed with both BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") for obtaining no-objection letter from them.

The stock exchanges had returned the Scheme stating that the Company may apply to the stock exchanges once the Scheme is in compliance with SEBI circulars / SEBI Regulations. This pertained to the compliance by the Company and Den Networks Limited of the Minimum Public Shareholding ("MPS") requirement.

Considering that more than a year has passed from the time the Board considered the Scheme, the Board of the Company has decided not to proceed with the arrangement envisaged in the Scheme.

The Board would like to inform that as on April 27, 2021 the Company is MPS compliant.


No Material Changes have taken place from the end of the financial year till the date of this report .


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 annexed herewith and marked as Annexure I to this Report and the same is put on the Companys website and can be accessed at https://www.hathwav.com/assets/pdf/Policies/Dividend%20 Distribution%20Policv.pdf.



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

A. Broad and Business

India has around 22.29 Mn wireline broadband subscribers as of December 31, 2020.

Customers increasingly prefer wireline broadband as it allows online media consumption and seamless accessibility of data to multiple devices while at home. Due to the increasing trend of COVID-led work from home "WFH", the broadband industry saw a huge increase in demand in many tier 2 and 3 towns as many professionals shifted base to their home towns. Online education also became a key growth driver for broadband in smaller cities.

The Companys focus on increasing FTTH-led technology edge and improving consumer experience through enhanced digitisation and automation helped in increasing the FTTH consumer base by more than 30%.

There was a constant focus on increasing the FTTH network as well as increasing the capacity of the existing FTTH network. In high potential metros like Bangalore and Chennai, network capacity was increased from existing 25% to 40% in selected heavy demand areas. To enable consumers to handle multiple digital engagements from office video calls to online school and OTT consumption needs, all FTTH consumers were given unlimited data resulting in a national average of 200 GB/ month/consumer data usage. This shows the level of engagement of consumers with the Company network. With high-speed unlimited plans, Company also started giving consumers double band routers which allows them to get consistent speed on multiple devices.

To make sure 100% business continuity in many COVID-led lockdowns and other such constraints, Company focussed on re-engineering its customer front-ending processes to make them technology-enabled, so as to drive operational efficiencies and enhanced consumer experience and ensure uninterrupted service to all broadband customers.

Implementation of ChatBOT for queries through Companys App and Companys WhatsApp business account and VoiceBOT for calls at Companys call centre facilitated increased self-service and auto fixing of issues for broadband customers. It also improved the quality of troubleshooting as BOT can monitor many network parameters in a short time to identify the problem which is difficult for call centre agents to do so in the specified timeframe.

The Company assessed an opportunity to increase adjoining market share by offering upto 300 Mbps speed to its premium consumers, which resulted in increase of minimum data limits across country to 200 GB/consumer/month.

The average bandwidth consumption per subscriber is 1.2 Mbps. The average data usage per customer per month has now reached 201 GB in March 2021 exit which shows customers preference of watching online media and reflects the binge-watching culture of users.

During the year under review, the Broadband business revenue stood at Rs 615.6 crores and the subscribers stood at 1.07 Mn (Previous Years Broadband business revenue stood at Rs 567.7 crores and subscribers stood at 0.97 Mn).

B. cable Television Business:

Company provides Cable Television Service through Hathway Digital Limited "Hathway Digital"- its wholly owned subsidiary. The Cable Television business strategy for FY21 focussed around taking forward transformation brought by the implementation of the New Tariff Order (NTO) in March 2019. Transparency to end customers and providing them with the freedom to watch television of their choice and enabling LCO partners with the best-in-class technology tool kit to increase their business has been the driving force behind all our industry-first initiatives in FY21.

Apart from further investment in enhancing our systems and technical capabilities to ensure uninterrupted service to esteemed consumers, the following new initiatives were taken this year:

• Automated reminders and additional payment systems through MyJio App and other Wallets

• Customers were provided with a channel selector app from TRAI, Hathway Digital being the first few MSOs to do the same

• New digital eCAF process including IVR-based authentication in addition to OTP process

Hathway Digital has successfully increased engagement with Cable Television consumers by implementing many new DPO packs for all regions. Packaging is based on extensive consumer research and focussed group interviews with the customers along with input from Local Cable Operators (LCO). The percentage of consumers taking DPO packs has increased from 76.6% in March 20 to 83.4% in March 21. Considering the financial impact of the COVID-related situation on many consumers, Hathway Digital also introduced lower ARPU packs focussing on general entertainment channels to support consumers in these challenging times.

Hathway Digital has always taken the lead in bringing path-breaking innovative technological products and offerings to its customers. Living by this philosophy, Hathway Digital has seeded 12.7 lakhs of the new next-generation HD boxes. This new technology has features like time shift which allows forward-rewind on Live TV, consumers can set reminders for their favourite TV shows and can also store up to one TB of content for viewing later on.

These initiatives will help Hathway Digital to increase consumer loyalty and to retain customers for a longer duration as well as get many more new customers. Hathway Digital has also increased engagement with LCO as they are its primary contact point for consumers and partnership with them has been an integral part of Hathway Digital GTM strategy. Specifically, in these challenging times of COVID-19, this engagement was critical as it helped in running the business smoothly despite multiple lockdowns and overall challenging social and economic period.

Below are few initiatives which were undertaken as part of this increased engagement:

• Tie-up with Third-party vendors for offering online payment options for LCO consumers with instant service activation feature.

• Sahayataa Yojana for LCOs, which was launched as an LCO Support Programme in April 2020

where LCOs who were impacted with COVID-19 were provided hospital expenses reimbursed to the extent of Rs 1 lakh.

• Launched Suraksha Yojana for LCOs, accident policy aimed at providing financial cover for injuries (disability and death). In case of accidental death or total disability, LCOs and their key employees would get financial assistance of up to Rs 5 lakhs under the Insurance scheme.

• E-Invoicing system developed to facilitate GST Compliance

• Online dashboards for LCOs on the LCO portal to engage and give them the data which will help them to increase their business and the same also being used by Hathway Digital to reward and recognise best performing LCOs.


The Companys financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. The details of credit ratings are disclosed in the Corporate Governance Report, which forms part of the Annual Report.


In accordance with the provisions of the Companies : Act, 2013 ("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.


During the year under review and till the date of this report, companies listed in Part B of Annexure II to this Report have become and ceased to be subsidiary, joint venture or associate 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 provided as Annexure III 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 put up on i the Companys website and can be accessed at https:// i www.hathwav.com/About/QuarterlvFinancialResults#.

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

The Company has formulated a policy for determining

Material Subsidiaries and the same is placed on the website of the Company at https://www.hathwav.com/ assets/pdf/Policies/Policv%20on%20iTiaterial%20 subsidiaries 2014-15 11.02.2015.pdf


The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.


The Board of Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2021, 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, 2021 and of the profit of the Company for the 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.


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 Report of the Company. The requisite Certificate from a 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.

There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board is put up on the Companys website and can be accessed at https://www.hathway.com/assets/ pdf/Policies/Related%20Party%20Transactions%20 Policy 16.01.2020.pdf

Members may refer Note 4.13 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. During the year, the Board of Directors at its meeting held on July 17, 2020 has approved and adopted revised CSR Policy of the Company.

The CSR Policy may be accessed on the Companys website at https://www.hathway.com/assets/pdf/Policies/ CSR%20Policy. pdf.

In terms of the CSR Policy, the focus areas of engagement shall be eradicating hunger, poverty, preventive 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 1.16 crore 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 IV to this Report.


The Company has adopted detailed and exhaustive Risk Management framework which is designed to enable risks to be identified, analysed, assessed and mitigated appropriately. The Board of Directors of the Company has constituted Risk Management Committee which has inter alia, 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 mititigating 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.


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 have been embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by functional head and Group Internal Audit Team as well as sample testing of the internal financial control systems by the independent Auditors during the course of their audits.

The Audit Committee quarterly reviews adequacy and effectiveness of Companys Internal Controls and monitors the implementation of audit recommendations, if any.


In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Saurabh Sancheti (DIN: 08349457) and Mr. Anuj Jain (DIN: 08351295), Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee ("NRC") has recommended their re-appointment.

During the year, Ms. Ameeta Parpia has been re-appointed at the Annual General Meeting of the Company held on September 25, 2020, for a second term as Independent Director of the Company for a period of five consecutive years with effect from February 11, 2020 to hold office up to February 10, 2025 based on the approval of the Board of Directors on recommendation of NRC, basis her performance evaluation, at its meeting held on January 16, 2020.

In the opinion of the Board, Ms. Ameeta Parpia - a lawyer by profession possesses integrity of highest order, had provided lot of support during her first tenure to the Company management with regard to various legal and regulatory guidance from time to time and accordingly she has the requisite experience and expertise to guide the Company going forward.

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:

i) they meet the criteria of independence prescribed under the Act and SEBI (LODR).

ii) they have registered their names in the Independent Directors Databank.

The Company has devised the Nomination and Remuneration Policy, which is put up on the Companys website: https://www.hathwav.com/assets/pdf/Policies/NRC%20Policv.pdf.

The Policy sets out the guiding principles for the NRC for identifying persons who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as Independent Directors of the Company. The Policy also provides for the factors in evaluating the suitability of individual Board members with diverse background and experience that are relevant for the Companys operations.

The Policy also sets out the guiding principles for the NRC for recommending to the Board the remuneration of the Directors, Key Managerial Personnel and other employees of the Company.

There has been no change in the aforesaid policy during the year.

19. performance evaluation

The Company has a policy for performance evaluation of the Board, Committees and other Individual Directors which include criteria for performance evaluation of Non-Executive Directors and Independent Directors.

The annual performance evaluation of the Board, its Committees and Individual Directors was carried out during the year by the NRC. A consolidated report was shared by the NRC with the Chairman of the Board for his review and giving feedback to each Director. The Independent Directors carried out annual performance evaluation of the Chairman, the Non-Independent directors and the Board as a whole.


Statutory Auditors

M/s. Nayan Parikh & Co. Chartered Accountants (Firm Registration No.107023W) were appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive years, at the Annual General Meeting held on September 15, 2017. They have confirmed their eligibility and qualifications required under the Act for holding office as Statutory Auditors of the Company.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditor

The Board of Directors of the Company had appointed M/s. Rathi & Associates to conduct Secretarial Audit for the financial year 2020-21. The Secretarial Audit Report for the financial year ended March 31, 2021 is annexed herewith and marked as Annexure V to this Report.

The observation on MPS made by Secretarial Auditor in his Secretarial Audit Report is self explanatory. The Board would like to inform that as on April 27, 2021 the Company is MPS compliant.

Cost Auditor

The Board of Directors of the Company had appointed M/s. Ashok Agarwal & Co., Cost Accountant, as Cost Auditor of the Company for conducting the audit of the cost records relating to ISP Operations of the Company for the financial year 2020-21 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 on March 31, 2021, 7 (Seven) 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 of Mr. Shridhar Gorthi (Chairman), Mr. Sasha Mirchandani, Mr. Viren Raheja and Ms. Ameeta Parpia as Members. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

CSR committee

The CSR Committee comprises of Mr. Viren Raheja (Chairman), Mr. Shridhar Gorthi and Mr. Rajan Gupta as Members.


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

Stakeholders Relationship committee

The Stakeholders Relationship Committee comprises of Ms. Ameeta Parpia (Chairperson), Mr. Viren Raheja and Mr. Rajan Gupta as Members.

Risk Management committee

The Risk Management Committee comprises of Ms. Ameeta Parpia (Chairperson), Mr. Rajan Gupta and Mr. Ajay Singh as Members.

Business Responsibility Committee

The Business Responsibility Committee comprises of Mr. Rajan Gupta (Chairman) and Mr. Viren Raheja as Member.

As required under Regulation 34(2)(f) of SEBI (LODR), your Company has published the Business Responsibility Report on its website which can be accessed through web link https://www.hathwav.com/assets/pdf/Annual%20 Report/Business%20Responsibility%20Report 2020-21.pdf.

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


The Company promotes ethical behaviour 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 Compliance Officer or to the Chairman of the Audit 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 may be accessed on the Companys website at https://www.hathway.com/assets/pdf/Policies/Vigil%20 Mechanism%20Policy 2014-15 29.05.2014.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.


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.


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.


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 VI to this Report.


As required under Section 134(3)(a) of the Act, the Annual Return is available on the Companys website and can be accessed at https://www.hathwav.com/ assets/pdf/Annual%20Report/Annual%20Return%20 AGM 2021.pdf.


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.


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) Details of any application filed for corporate insolvency under Corporate Insolvency Resolution Process 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.


The Board of Directors would 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. The Board of Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

For and on behalf of the Board
sd/- sd/-
Rajan gupta saurabh sancheti
Managing Director Non-Executive Director
Place: Mumbai DIN 07603128 DIN 08349457
Date: April 28, 2021 Registered Office Rahejas, 4th Floor, Corner of Main Avenue & V. P Road, Santacruz West, Mumbai 400054 CIN: L64204MH1959PLC011421 Tel No. 022-26001306 Fax No. 022-26001307 Mail: info@hathway.net website: www.hathway.com