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Hathway Cable & Datacom Ltd.

BSE: 533162 Sector: Media
BSE 00:00 | 24 Apr 2020 Hathway Cable & Datacom Ltd
NSE 05:30 | 01 Jan 1970 Hathway Cable & Datacom Ltd

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OPEN 22.70
VOLUME 225167
52-Week high 38.60
52-Week low 10.70
P/E 208.00
Mkt Cap.(Rs cr) 3,682
Buy Price 20.50
Buy Qty 500.00
Sell Price 20.80
Sell Qty 193.00
OPEN 22.70
CLOSE 21.51
VOLUME 225167
52-Week high 38.60
52-Week low 10.70
P/E 208.00
Mkt Cap.(Rs cr) 3,682
Buy Price 20.50
Buy Qty 500.00
Sell Price 20.80
Sell Qty 193.00

Hathway Cable & Datacom Ltd. (HATHWAY) - Director Report

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Company director report

Dear Members

Your Directors have pleasure in presenting the 59th AnnualReport of the Company together with the Audited Statement of Accounts for the year ended31st March 2019.


a. Financial Highlights:

Your Company's performance during the year ended 31st March2019 as compared to the previous financial year is summarized as below:

(र in Crores)



Particulars 2018-19 2017-18 2018-19 2017-18
Operating & Other Income 582.49 556.51 1619.20 1544.36
Earnings before interest depreciation amortization exceptional item share of profit of associates and JVs & taxes 245.97 236.98 369.69 345.37
Finance Cost 102.58 78.34 220.80 152.76
Depreciation & Amortization 115.92 97.19 352.41 334.70
Exceptional Items* 84.54 (16.21) 429.62 5.34
Share of profit/(loss) of associates and joint ventures - - 6.58 39.13
Provision for Taxation - MAT Credit Current Tax Deferred Tax & (Excess)/Short provision for taxation in earlier years** (267.67) (438.89) (0.44)
Net Profit/(Loss) 210.60 77.66 (187.67) (107.86)
Other Comprehensive Income/(Loss) 0.85 1.26 1.14 2.65
Total Comprehensive Income/(Loss) 211.45 78.92 (186.53) (105.21)
Earning Per Share Basic and Diluted (in ') 2.08 0.94 (1.90) (130)

Note: The above figures are extracted from the Audited Standalone andConsolidated Financial Statement as per Indian Accounting Standards (IND AS).

* In view of the New Regulatory Framework for Broadcasting and Cableservices sector notified by the Telecom Regulatory Authority of India (TRAI) which hascome into effect during the quarter resulting into changes in pricing mechanism andarrangements amongst the Company LCOs and Broadcasters as well as equity infusion; theManagement based on a review has provided for (a) impairment of trade receivablesadvances & exposure to certain entities including JVs; (b) write down to therecoverable value of certain assets; (c) expenses relating to equity infusion. Theseadjustments have one-time non-routine material impact on financial statements hencebeing disclosed as "Exceptional Item in Financial Results".

** The deferred tax assets recognised is mainly in respect ofunabsorbed depreciation allowance available for set off for indefinite period in terms ofapplicable tax laws. Considering the revision in business plans and growth strategy of theGroup pursuant to fresh infusion of equity capital and implementation of New TariffOrder; the Management is reasonably certain of future taxable income and hence recovery ofsuch deferred tax assets.

Income - Standalone and Consolidated

During the year under review the total income of your Company wasर 582.49 crores on a standalone basis and र 1619.20 crores on a consolidatedbasis as compared to the previous financial year's total income of र 556.51 crores ona standalone basis and र 1544.36 crores on a consolidated basis.

Profits - Standalone and Consolidated

For the financial year under review the Company has earned Net Profitof र 210.60 crores on a standalone basis reflecting a significant growth of 171% asagainst Net Profit of र 77.66 crores in the previous financial year. During the yearunder review the Net Loss of the Company on a consolidated basis was र 187.67 crorescompared to र 107.86 crores in previous financial year.

b. Transfer to reserves:

During the financial year under review the Board of Directors ofCompany have not recommended transfer of any amount to reserves.

c. Dividend:

Your directors have not recommended any dividend for the financial yearunder review. The Company's Dividend Distribution Policy can be accessed through web link

d. General Review and State of Company Affairs:

The Company is one of India's leading Cable Broadband service providerand also provides Cable Television Services through its subsidiaries particularly throughits wholly owned subsidiary - Hathway Digital Private Limited.

Broadband Business:

The new upgraded technology DOCSIS 3.1 advent of GPON Fiber to thehome delighted customers with enhanced data limits and efficient customer services havehelped your Company reach 4th position in the cable wireline broadbandbusiness. (Source TRAI- The Indian Telecom Services Performance Indicators - Jan 2019).

India has around 18.27 Mn wireline broadband subscribers as on 31stJanuary 2019 (As per revised definition i.e. a Broadband customer is a customer havingminimum speed of 512 kbps). Comparing the trend on year on year basis the wirelinebroadband number has added by 0.31 Mn subscribers (March 2018 17.96 Mn) [Source-TRAIreport January 2019]. Customers increasingly prefer wireline broadband as it allows onlinemedia consumption and seamless accessibility of data to multiple devices while at home.

During the year under review the Broadband business revenue stood atर 527.63 crores and the subscribers stood at 0.81 Mn (Previous Years' Broadbandbusiness revenue stood at र 544.54 crores and subscribers stood at 0.80 Mn).

With deployment of GPON FTTH and Parallel network in High PotentialHigh Penetrated DOCSIS home passes the Company saw opportunity to increase market shareby offering 200 mbps - 500 mbps speed to premium consumers which resulted in increase ofminimum data limits across country to 200 GB/consumer/month.

Your Company continues to bring in new technology for superior consumerexperience. One of the initiatives taken is Hathway Play Box based on android platformwhich will provide world class large screen OTT viewing experience to our privilegedcustomers. Hathway Play box also allows consumers to experience Android gaming on bigscreen including multiple users having gaming fun on same screen. It also providesconsumers a smarter way to watch all Google Play content on a big screen. Theseinitiatives help to increase customer sticky-ness and to retain customers for longerduration.

The Company has appointed TCS as System Integrator to automate variousprocess and improve the Quality of Services. IT and Other Initiatives have helped theCompany in cost optimization and provide system driven services.

The average bandwidth consumption (Mbps) per subscriber is 0.77. Theaverage data usage per costumer per month has now reached 113 GB which shows customerspreference of watching online media and reflects the binge-watching culture of users.

Cable Television Business:

During the year TRAI implemented the New Tariff Order (NTO) from 1stFebruary 2019. The NTO is set to dramatically change the distribution landscape in India.It will bring in far greater transparency and overall it will be good for allstakeholders leading to fair share allocation of subscription revenues within thestakeholders.

Some of the key features for the NTO are as below:

• Every broadcaster is required to declare the maximum retailprice (MRP) of its pay channels on a-la-carte basis. However such MRP shall be uniformfor all types of addressable systems.

• Every Broadcaster must declare a distribution fee at a minimumof 20% of the MRP of pay channel or bouquet of pay channels which can be upto 35%.

• In addition to the distribution fee Broadcasters may offerdiscounts to distributors which cannot exceed 15% of the MRP of pay channels or bouquet ofpay channels. However in no case the sum of distribution fee declared by a broadcasterand discounts offered can exceed 35% of the MRP of pay channel or bouquet of pay channelsas the case may be.

• Every broadcaster should publish on its website the ReferenceInterconnection Offer (RIO) containing the information such as MRP of its pay channels andbouquet of pay channels distribution fee discounts etc.

• Every broadcaster is required to enter into writteninterconnection agreements on the basis of the RIO published by it for providing signalsof pay channels to a distributor of television channels.

• Similarly every distributor of television channels is requiredto publish RIO on its website for carrying a channel on its distribution network. Such RIOmust necessarily contain the information such as target market rate of carriage feemanner of calculation of carriage fee etc.

• The rate of carriage fee has been capped at Re. 0.20 perStandard Definition channel and Re. 0.40 per High Definition Channel. The manner ofcarriage calculation is as prescribed in the regulations. The distributor can offer adiscount on the carriage fee. However such discount cannot be more than 35%.

• Every distributor is required to enter into written agreementon the basis of its published RIO with the broadcaster for carrying television channelsin respect of which the request has been received from such broadcasters.

• Any other kind of fee for a channel such as marketing feeplacement fee etc. between two service providers should be made part of interconnectionagreement and reported to the Authority.

• It is mandatory for MSOs to enter into a written agreement withLCOs before providing the signals. Such interconnection agreement must comply with thestandard provisions as per the Model Interconnection Agreement (MIA)/ StandardInterconnection Agreement(SIA) as prescribed by the Authority.

Hathway's Cable Television business has seen significant growth insubscription revenue by 14% led by increase in monetization of Phase III and IV.

Your Company has successfully implemented DPO packs for all regions.Packaging is based on the extensive consumer research and focused group interviews withthe customers along with input from Local Cable Operators.

In view of the NTO the relationship between the stakeholders hasimproved which helped us to drive the NTO implementation across PAN India.

Your Company launched India's first Cable Hybrid box "HathwayUltra Smart HUB" on the android TV platform to create unique TV viewing experiencefor Indian consumers. The Ultra Smart TV Hub simplifies the user experience for ourcustomers that increasingly combine their linear TV viewing with on- demand and streamingservices. The user can select and download more than 2000 apps from Google Playincluding play services games and music.

e. Material Changes and commitments if any affecting the financialposition of the Company:

Preferential Allotment

a. During the year the Company made Preferential allotment of30800000 Equity Shares at र 32.35 per share amounting to र 996380000 toHathway Investments Private Limited - an entity belonging to Existing Promoter Group (i.e.Mr. Viren Raheja Mr. Akshay Raheja Hathway Investments Private Limited Spur Cable andDatacom Private Limited).

b. During the year Jio Content Distribution Holdings Private LimitedJio Internet Distribution Holdings Private Limited and Jio Cable and Broadband HoldingsPrivate Limited (Acquirers) entered into a Share Subscription Agreement dated 17thOctober 2018 ("SSA") with the Company and Mr. Akshay Raheja Mr. Viren RahejaHathway Investments Private Limited Spur Cable and Datacom Private Limited (ExistingPromoter Group) to subscribe to 51.34% of the post allotment share capital of the Company.Pursuant to the agreement the Company made an allotment of 908810000 Equity Shares ofthe Company on 30th January 2019 to the Acquirers at a price of र32.35/- (including premium of र 30.35/-per Equity Share aggregating to र29400003500/- on a preferential basis as given below:

Sr. No. Particulars of Allotees Shares
1 Jio Content Distribution Holdings Private Limited 534698609
2 Jio Internet Distribution Holdings Private Limited 214296755
3 Jio Cable and Broadband Holdings Private Limited 159814636
Total 908810000

Pursuant to the aforesaid preferential allotment the Acquirers haveacquired sole control of the Company and the Acquirers and the Persons Acting in Concert(PAC) namely Reliance Industries Limited Digital Media Distribution Trust RelianceContent Distribution Limited and Reliance Industrial Investments and Holdings Limited havebecome part of the 'Promoter and Promoter Group' of the Company.

Open Offer

Further on 26th February 2019 the Acquirers acquired anaggregate of 364891215 equity shares representing 20.61% of the total paid-up equityshare capital of the Company pursuant to an open offer under the Securities and ExchangeBoard of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011.

Accordingly as at 31st March 2019 the aggregate holdingof the Acquirers in the Company stood at 1273701215 equity shares of the Companyrepresenting 71.96% of the total paid-up equity share capital of the Company.

Employee Stock Option Plan 2018

During the year under review the Company obtained the approval for"Hathway Employee Stock Option Plan 2018" from the shareholders of the Companyto introduce offer issue and allot employee stock options exercisable into not exceeding11000000 equity shares of the Company having face value of र 2/- (Rupees Two only)each at a price as may be determined in accordance with the terms and conditions envisagedunder the "Hathway Employee Stock Option Plan 2018".


During the year under review the Company raised the funds by creatingissuing offering and allotting on preferential basis to the following allotees:

Sr. No. Date of Allotment Name of the Allottee Number of equity shares Issue Price Amount (in ')
1. 29/08/2018 Hathway Investments Private Limited 30800000 32.35* 996380000
2. 30/01/2019 Jio Content Distribution Holdings Private Limited 534698609 32.35* 17297500001
3. 30/01/2019 Jio Internet Distribution Holdings Private Limited 214296755 32.35* 6932500024
4. 30/01/2019 Jio Cable and Broadband Holdings Private Limited 159814636 32.35* 5170003475
TOTAL 939610000 30396383500

* Includes premium of र 30.35

During the year under review the Company also increased its AuthorisedShare Capital from र 2000.000000/- (Rupees Two Hundred Crores Only) divided into999000000 (Ninety-Nine Crores and Ninety Lakhs) Equity Shares of र 2/- (Rupees Two)each and 200000 (Two Lakhs) Preference Shares of र 10/- (Rupees Ten) each to र4000000000/- (Rupees Four Hundred Crores Only) divided into 1999000000 (One Hundredand Ninety-Nine Crores and Ninety Lakhs) Equity Shares of र 2/- (Rupees Two) each and200000 (Two Lakhs) Preference Shares of र 10/- (Rupees Ten) each.


As per India Ratings & Research the Company's credit rating is asunder:

1) IND A- (Long term)/ RWP (Rating Watch Positive)

2) IND A2+ (Short term)/ RWP (Rating Watch Positive)


a. Board of Directors and Key Managerial Personnel:

Mr. Rajan Gupta was appointed as the Managing Director of the Companyon 25th November 2016 for a term of 2 (two) years which expired on 24thNovember 2018. Considering the experience in the industry and growth of the Company underhis leadership the shareholders of the Company re-appointed him as Managing Director (KeyManagerial Personnel) of the Company for a further period of 3 (three) years from 25thNovember 2018 till 24th November 2021 through postal ballot.

In accordance with the SSA dated 17th October 2018 enteredinto between the Company Jio Content Distribution Holdings Private Limited Jio InternetDistribution Holdings Private Limited Jio Cable and Broadband Holdings Private Limitedand Existing Promoter Group Mr. Rajan Raheja and Mr. Vinayak Aggarwal resigned asDirectors from the Board of Directors of the Company on 30th January 2019. TheBoard places on record its appreciation for the valuable services rendered by the saidDirectors during their respective tenure as Directors of the Company.

In accordance with Shareholders Agreement dated 17thOctober 2018 entered into between the Company Jio Content Distribution Holdings PrivateLimited Jio Internet Distribution Holdings Private Limited Jio Cable and BroadbandHoldings Private Limited and Existing Promoter Group Ms. Geeta Fulwadaya (DIN:03341926)was appointed as Additional Non-Executive Director of the Company on 30thJanuary 2019 and Mr. Saurabh Sancheti (DIN: 08349457) and Mr. Anuj Jain (DIN: 08351295)were appointed as Additional Non-Executive Directors of the Company on 29thMarch 2019.

Mr. Sitendu Nagchaudhuri was appointed as Chief Financial Officer (KeyManagerial Personnel) of the Company on 2nd July 2018 as a successor to Mr.Vineet Garg who resigned on 15th May 2018.

As per the provisions of Section 152 of the Companies Act 2013("the Act") Mr. Akshay Raheja (DIN: 00288397) shall retire by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment. TheBoard of Directors have recommended his re-appointment.

Ms. Geeta Fulwadaya (DIN:03341926) Mr. Saurabh Sancheti (DIN:08349457) and Mr. Anuj Jain (DIN: 08351295) who were appointed as Additional Non-ExecutiveDirectors of the Company to hold office up to the date of the next Annual General Meetingof the Company being eligible offered themselves for appointment as Non-ExecutiveDirectors of the Company. The Board of Directors has recommended their appointment.

In accordance with the provisions of the Act none of the IndependentDirectors are liable to retire by rotation.

b. Declaration by independent directors:

Your Company has received declarations from all the IndependentDirectors under Section 149(6) of the Act confirming that they meet the criteria ofindependence prescribed under the Act and the Listing Regulations.

c. Code of Conduct for Directors and Senior Management Personnel:

The Company has formulated and adopted the Code of Conduct forDirectors Key Managerial Personnel and Senior Management as per the provisions of theSEBI Listing Regulations and the Act. The Directors Key Managerial Personnel and SeniorManagement have affirmed compliance with the Code of Conduct laid down by the Company.

d. Board Meetings:

The Board of Directors of the Company met 9 (nine) times during theyear under review. The details of the board meetings and the attendance of the Directorsare provided in the Corporate Governance Report which forms part of this Report.

e. Committees:

Details of Audit Committee Stakeholders' Relationship Committee andNomination and Remuneration Committee constituted by the Board of Directors of the Companyunder the Act and Listing Regulations are given in the Corporate Governance Report whichforms part of this Report. The details of the Committee meetings and the attendance of themember of the Committees are provided in the Corporate Governance Report which forms partof this Report.

Details of other Committees constituted by the Board of Directors ofthe Company under the Act and Listing Regulations are given below:

Corporate Social Responsibility Committee:

As per the provisions of Section 135 read with Companies (CorporateSocial Responsibility Policy) Rules 2014 of the Act the Board of Directors haveconstituted Corporate Social Responsibility Committee. The composition of Corporate SocialResponsibility Committee is as under:

Committee Members Designation
Mr. Devendra Shrotri Chairman
Mr. Rajan Gupta Member
Mr. Sridhar Gorthi* Member

*Owing to the resignation of Mr. Vinayak Aggarwal from the Board ofDirectors of the Company Mr. Sridhar Gorthi was appointed as member of the Committee witheffect from 30th January 2019.

During the year one meeting was held on 14th May 2018.

Corporate Social Responsibility Policy:

During the year under review the Company was not required to spend anyamount for activities under Corporate Social Responsibility in terms of section 135 readwith Schedule VII of the Act.

The Corporate Social Responsibility Policy of the Company is availableon the Company's website and can be accessed in the link provided herein below: CSR Policy.pdf

Business Responsibility Committee:

The composition of Business Responsibility Committee is as under:

Committee Members Designation
Mr. Rajan Gupta* Chairman
Mr. Viren Raheja Member

"Owing to the resignation of Mr. Vinayak Aggarwal from the Boardof Directors of the Company Mr. Rajan Gupta a member of the CSR committee was appointedas Chairman of the Committee with effect from 30th January 2019.

During the year one meeting of the Committee was held on 14thMay 2018.

Business Responsibility Report:

As stated under Regulation 34(2)(f) of SEBI (LODR) your Company haspublished the Business Responsibility Report on its website which can be accessed throughweb link About/AnnualReport

f. Company's Policy on Directors' appointment and remuneration:

The Company's policy on Directors' appointment and remuneration isgiven in the Corporate Governance Report which forms part of this Report.

g. Board Evaluation

The Company has devised a Policy for performance evaluation of theBoard Committees and other Individual Directors (including Independent Directors) whichinclude criteria for performance evaluation of Non-Executive Directors and ExecutiveDirector. The evaluation process inter alia considers attendance of Directors at Board andCommittee meetings acquaintance with business communication inter-se board memberseffective participation compliance with code of conduct etc. which is in compliance withapplicable laws regulations and guidelines.

Pursuant to the provisions of the Act and Listing Regulations theDirectors have carried out an annual performance evaluation of Board IndependentDirectors Non-Executive Directors Executive Director Committees and Chairman of theBoard.

This exercise was carried out through structured evaluation processcovering various aspects of the Board such as composition of the Board/Committeesexperience competencies performance of specific duties etc. Separate exercise wascarried out to evaluate the performance of individual directors including the Chairman inaccordance with Nomination and Remuneration Policy and was found to be satisfactory.

h. Particulars of employees and related disclosures:

In terms of the provisions of Section 197 (12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended a statement showing the names and other particulars ofthe employees drawing remuneration in excess of the limits set out in the said rules areprovided as Annexure - I.

Disclosures relating to remuneration and other details as requiredunder section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment andremuneration of Managerial Personnel) Rules 2014 are provided in the said annexure.

i. Director's responsibility statement:

In terms of Section 134(5) of the Act in relation to the auditedfinancial statements of the Company for the year ended 31st March 2019 theBoard of Directors of the Company hereby state that:

a. In the preparation of the annual accounts for the year ended 31stMarch 2019 the applicable accounting standards read with requirements set out underSchedule III to the Act have been followed and there are no material departures;

b. They have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at end of thefinancial year and the profit and loss of the Company for that period;

c. They have taken proper and sufficient care towards the maintenanceof adequate accounting records in accordance with the provisions of Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

d. They have prepared the Annual Accounts of the Company on a goingconcern basis;

e. They have laid down internal financial controls which are adequateand are operating effectively; and

f. They have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems are adequate and operating effectively.

j. Disclosure of Internal Financial Controls:

The Company's internal controls are commensurate with its size and thenature of its operations. These have been designed to provide reasonable assurance withregard to recording and providing reliable financial and operational informationcomplying with applicable statutes safeguarding assets from unauthorized use executingtransactions with proper authorization and ensuring compliance of corporate policies. TheCompany has a well-defined delegation of power with authority limits for approving revenueas well as expenditure. It uses a state-of-the-art enterprise resource planning (ERP)system to record data for accounting and management information purposes and connects todifferent locations for efficient exchange of information. Entity Level Control frameworkdocument has been documented. The documentation of process maps and key controls has beencompleted during the previous financial year for all material operating processes. It hascontinued its efforts to align all its processes and controls with global best practices.

The Management Audit Team had conducted a review and evaluated thedesign adequacy and operating effectiveness of the Internal Financial Controls of theCompany. Management testing has been conducted on a sample basis for Revenue Expenses andPayables Fixed Assets Inventory Compliance Related Party Borrowings ConsolidationContingent Liability Loans and Advances Cash Management Current Investment ForexExposure and Hedging Finalization Retirement Benefits and remedial action has been takenor agreed upon with a finite closure date where control weaknesses were identified.

Based on the above the Management believes that adequate InternalFinancial Controls exist in relation to its Financial Statements.


a. Report on performance of subsidiary companies associate companiesand joint ventures:

A statement containing the performance and financial position of eachof the subsidiaries associates and joint ventures for the financial year ended 31stMarch 2019 is given pursuant to Section 129(3) of the Act read with Rule 5 of theCompanies (Accounts) Rules 2014 (including any subsequent amendment thereof) in AOC-1 in Annexure- II to this Report.

During the year there has been no change in any of its subsidiarycompanies associates or joint ventures.

Hathway Digital Private Limited is a material subsidiary of the Companyas per the Listing Regulations.

The financial statements of the subsidiary companies and relatedinformation are available for inspection by the members at the Registered Office of yourCompany during the business hours on all days except Saturdays Sundays and publicholidays up to the date of the Annual General Meeting as required under Section 136 of theAct. Any member desirous of obtaining a copy of the said financial statements may write tothe Company Secretary at the Registered Office of your Company.


As per Section 186 (11)(a) read with Schedule VI of the Act theCompany qualifies to be the Company providing infrastructural facilities and is exemptedfrom the applicability of Section 186 except for sub-section (1) of section 186 of theAct. Accordingly disclosure of details with respect to investment made loan givenguarantee given and security made during the financial year 2018-19 in terms of Section186(4) of the Act is not applicable.


All related party transactions entered into during the financial yearwere on an arm's length basis and in the ordinary course of business. During the year theCompany had not entered into any transactions with related parties which could beconsidered material in accordance with the policy of the Company on materiality of relatedparty transactions and in terms of Section 188 of the Act and Listing Regulations.

The policy on Related Party Transactions as approved by the Board maybe accessed on the Company's website at


The particulars as required under the provisions of Section 134(3) (m)of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are furnished in Annexure - III which forms part of this Report.


The Board of Directors of the Company have designed Risk ManagementPolicy and guidelines to avoid events situations or circumstances which may lead tonegative consequences on the Company's businesses and define a structured approach tomanage uncertainty and to make use of these in their decision-making pertaining to allbusiness divisions and corporate functions. Key business risks and their mitigation areconsidered in the annual/strategic business plans and in periodic management reviews.


The Board of Directors of the Company have pursuant to the provisionsof Section 178(9) read with Rule 7 of the Companies (Meetings of Board and its Powers)Rules 2014 of the Act framed "Vigil Mechanism Policy" for directors andemployees of the Company. The said policy provides a mechanism which ensures adequatesafeguard to employees and directors from any victimization on raising of concerns of anyviolations of legal or regulatory requirements incorrect or misrepresentation of anyfinancial statements and reports etc. This Policy is available on the Company's websiteat

The employees of the Company have the right/option to report theirconcern/ grievance to the Chairman of the Audit Committee.

Your Company is committed to adhere to the highest standards ofethical moral and legal conduct of business operations.


There were no significant or material orders passed by theRegulators/Courts/Tribunals/Statutory and quasijudicial body which impact the goingconcern status and Company's operations in future.


The matters related to Auditors and their Reports are as under:

a. Observations of Statutory Auditors on Accounts for the year ended 31stMarch 2019:

The report of Statutory Auditors on accounts for the year ended 31stMarch 2019 forms part of the financial statement. The observations made by the StatutoryAuditors in their report for the financial year ended 31st March 2019 readwith the explanatory notes therein are self-explanatory and therefore do not call for anyfurther explanation or comments from the Board of Directors under Section 134(3) of theAct.

b. Secretarial audit report for the year ended 31st March2019:

M/s. Rathi and Associates Company Secretaries had been appointed toconduct the Secretarial Audit and to issue Secretarial Audit Report for the financial year2018-19.

Secretarial Audit Report issued for the financial year 2018-19 formspart of this Report and the same is attached as Annexure - IV. The said Report doesnot contain any qualification reservation adverse remark or disclaimer.

c. Cost Auditors:

On the recommendation of the Audit Committee the Board of Directorshave appointed M/s. Ashok Agarwal & Co Cost Accountants as the Cost Auditors of theCompany for the financial year 201920. The Cost Audit Report will be filed within thestipulated period of 180 days from the closure of the financial year.


The Board of Directors of the Company have complied with SecretarialStandards 1 and 2 relating to 'Meetings of the Board of Directors' and 'General Meetingsrespectively and has voluntarily adopted Secretarial Standard 4 relating to 'Board'sReport' to a reasonable extent possible.


As required under the 134(3)(a) of the Act the Annual Return placed onthe website of the Company may be accessed on the Company's website at



Corporate Governance: (Applicable to Companies giving remuneration asper Section II of Schedule V):

Particulars Rajan Gupta
All elements of remuneration package such as salary benefits bonuses stock options pension etc. of all the directors (Applicable only in case of Managing Director) ' 26840521*
Details of fixed component and performance linked incentives along with the performance criteria Fixed: र 22374521 * Variable: र 4466000
Service contracts notice period severance fees -
Stock option details if any and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable Mr. Rajan Gupta will be granted 5360000 ESOPs at a price of र 19 per option under the Employee Stock Option Plan 2018 upon exercise of which he will be entitled to 5360000 equity shares in the Company. The ESOPs granted to the MD shall vest upon completion of his 3-year term (Vesting Date). He would be entitled to exercise the ESOPs within a period of 135 days of the Vesting Date.

'includes provident fund of र 760320/-


In terms of provisions of Regulation 34 of SEBI (LODR) the ManagementDiscussion and Analysis is set out in the Annual Report of the Company.


There were no cases/complaints filed during the year under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.Further the Company has constituted an internal Complaints Committee as required underthe said Act.


Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividendvoting or otherwise as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4)of the Companies (Share Capital and Debenture) Rules 2014.

3. issue of sweat equity shares to employees of the Company as perprovisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (ShareCapital and Debenture) Rules 2014.

4. issue of equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62(1 )(b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014.

5. Instances of exercising of voting rights in respect of sharespurchased directly by employees under a scheme pursuant to Section 67(3) of the Act readwith Rule 16(4) of Companies (Share Capital and Debentures) Rules 2014.

6. Issue of debentures/bonds/warrants/any other convertible securities.

7. instances of transferring the funds to the investor Education andProtection Fund.

8. Payment of remuneration or commission from any of its holding orsubsidiary companies to the Managing Director of the Company.

9. Details of any application filed for corporate insolvency underCorporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code 2016.

10. There were no frauds reported by the auditor of the Companypursuant to sub-section 12 of section 143 of the Act.

11. Statement of deviation or variation in connection with preferentialissue.


Your Directors take this opportunity to thank the customersshareholders suppliers bankers business partners/ associates financial institutionsRegulatory bodies and Central and State Governments for their consistent support andencouragement to the Company.

For and on behalf of the Board

Rajan Gupta Viren Raheja
Managing Director Directortd>
DIN 07603128 DIN 00037592
Place: Mumbai
Date: 15th April 2019
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



Median Remuneration: र 839700/-

Except Managing Director no other director has been paid anyremuneration. Remuneration paid to Mr. Rajan Gupta Managing Director of the Company forthe year ended 31st March 2019 is र 26840521/-

The percentage increase in the median remuneration of employees in thefinancial year: 17.44

The percentage increase in remuneration of each Director ChiefFinancial Officer Company Secretary or Manager if any in the financial year:

Sr. No. Name of the Director*/KMP & their Designation Remuneration of Director/ KMP for financial year 2018-19 (Amount in ') % increase in Remuneration in the Financial Year 2018-19 Ratio of remuneration of each Director to median remuneration of employees
1. Mr. Rajan Gupta 26840521 22.47% 27.44
Managing Director
2. Mr. Sitendu Nagchaudhuri 11797954 - --
Chief Financial Officer
3. Mr. Ajay Singh 7964993 14.73% --
Head Corporate Legal Company Secretary and Chief Compliance Officer

Note: *Remuneration is paid only to Managing Director and not to otherdirectors of the Company.

There were 387 permanent employees on the rolls of the Company.

The remuneration paid to Managing Director is as per the Nomination andRemuneration Policy of the Company and the remuneration paid to the employees of theCompany is as per the Company's Human Resource Policy.

Average percentile increase already made in the salaries of employeesother than the managerial personnel in the last financial year is 83.

The percentile increase in managerial remuneration in the lastfinancial year is also 50.


A. List of top 10 employees of the Company in terms of remunerationdrawn and employees who drew remuneration during the financial year not less than र1.02 Crores per annum:

Sr. No. Name Designation Date of Joining Remuneration (in ') Age (years) Experience (Years) Qualification Last employment and designation held
1. Mr. Rajan Gupta Managing Director 01-07-2014* 26840521 45 19 MBA BE (Civil) Tata Teleservices Limited- Chief Operating Officer
2. Mr. Sitendu Nagchaudhuri Chief Financial Officer 02-07-2018 11797954 50 28 Chartered Accountant Navin Fluorine International Limited-Chief Financial Officer
3. Mr. Dulal Banerjee Financial Controller & Chief Commercial Officer 01-11-1999 10794330 48 23 B.Com (Hons.) M.Com ICWA (Inter) IndusInd Media & Communications Limited- Senior Executive

*He joined as President-ISP on 1st July 2014 and wasre-appointed as Managing Director of the Company on 25th November 2018.

1. The contractual terms of Mr. Rajan Gupta are governed by theresolution passed by the shareholders through postal ballot on 4th October2018.

2. The employee mentioned above is not related to any of the Directorsof the Company within the meaning of Companies (Appointment and Remuneration of ManagerialPersonnel) Amendment Rules2016.

3. None of the employees of the Company who were employed throughoutthe financial year 2018-19 were in receipt of remuneration in excess of that drawn by themanaging director and hold by themselves or along with their spouse and dependentchildren not less than two percent of the equity shares of the Company.

4. Except Mr. Rajan Gupta none of the employees' employment iscontractual in nature.

5. Remuneration of managerial personnel as per Schedule V of theCompanies Act 2013 includes salary bonus performance linked incentive commissionvarious allowance contribution to provident fund and superannuation fund and taxablevalue of perquisites but excluding provision for gratuity and leave encashment.

B. Employees employed for the part of the year and drew remunerationduring the financial year 2018-19 at a rate which in aggregate was not less than र8.50 Lakhs per month: N.A.

Sr. No. Designation Date of Joining Remuneration Age (years) Experience (Years) Qualification Last employment and designation held

C. Names of top ten employees of the Company in terms of remunerationdrawn:

Sr. No. Name Remuneration Drawn (in ')
1 Mr. Rajan Gupta 26840521
2 Mr. Sitendu Nagchaudhauri 11797954
3 Mr. Dulal Banerjee 10794330
4 Mr. Ruzbeh Jaorewalla 9290558
5 Mr. Nagakishore Sure 9164605
6 Mr. Vivekanand Tripathi 8896674
7 Mr. Ajay Singh 7964993
8 Mr. Sarathy Kovil Kandadai 7473715
9 Mr. Rajesh Bhaskaran 6524000
10 Mr. Santanu Banerjee* 6379820

* Resigned during the year.

For and on behalf of the Board

Rajan Gupta Viren Raheja
Managing Director Director
DIN 07603128 DIN 00037592
Place: Mumbai
Date: 15th April 2019
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




Reporting period : 01/04/2018 to 31/03/2019 & Reporting Currency inINR

Sr. No. Name of the Subsidiary Note Date of Acquisition Share Capital Reserves and Surplus Total Assets Total Liabilities Investments Turnover Profit before taxation Provision for taxation Profit after taxation Proposed Dividend %of Shareholding
1 Channels India Network Private Limited 20/04/1995 0.09 (1.41) 0.02 1.34 - 0.00 - - - N.A 95.63
2 Vision India Network Private Limited 07/04/1998 0.09 (2.15) 0.01 2.07 - 0.00 - - - N.A 100.00
3 Liberty Media Vision Private Limited 07/04/1998 0.01 (2.28) 0.07 2.34 - 0.01 0.00 - 0.00 N.A 100.00
4 Ideal Cables Private Limited 07/04/1998 0.08 (0.86) 0.00 0.78 - 0.00 (0.00) - (0.00) N.A 100.00
5 Hathway Channel 5 Cable & Datacom Private Limited 07/04/1998 0.49 (0.15) 4.16 3.83 - 0.00 (0.02) - (0.02) N.A 51.00
6 Bee Network & Communication Private Limited 07/04/1998 0.10 (1.44) - 1.34 - 0.00 - - - N.A 100.00
7 Elite Cable Network Private Limited 07/04/1998 0.06 (0.08) - 0.02 - 0.00 - - - N.A 80.00
8 Binary Technology Transfers Private Limited 07/04/1998 0.01 (1.65) 0.00 1.64 - - - 0.00 (0.00) N.A 100.00
9 Hathway Media Vision Private Limited 13/08/1998 0.07 (0.14) 5.10 5.18 1.85 - (0.00) - (0.00) N.A 100.00
10 UTN Cable Communication Private Limited 31/05/1999 0.76 (22.85) 6.34 28.43 - 7.77 (6.92) - (6.92) N.A 100.00
11 ITV Interactive Media Private Limited 09/09/1999 0.08 (0.50) 0.03 0.45 - 0.00 - - - N.A 100.00
12 Chennai Cable Vision Network Private Limited 30/09/1999 0.18 (2.18) 0.00 2.00 - 0.00 - - - N.A 75.99
13 Win Cable and Datacom Private Limited 15/03/2000 0.20 (19.90) 0.52 20.22 - 0.00 (0.00) - (0.00) N.A 100.00
14 Hathway Space Vision Cabletel Private Limited 15/03/2000 0.01 (1.05) 0.00 1.04 - 0.00 - - - N.A 100.00
15 Hathway Software Developers Private Limited 21/03/2000 0.76 (13.36) 10.49 23.09 0.00 4.92 (5.63) - (5.63) N.A 100.00
16 Hathway Nashik Cable Network Private Limited 17/06/2000 0.05 (10.45) 0.00 10.40 - 0.00 (0.03) - (0.03) N.A 90.06
17 Hathway Cnet Private Limited 27/07/2000 0.10 (0.53) 0.02 0.45 - 0.00 0.00 - 0.00 N.A 100.00
18 Hathway United Cables Private Limited 01/12/2000 0.01 (0.17) 0.02 0.18 0.00 0.00 (0.00) - (0.00) N.A 100.00
19 Hathway Internet Satellite Private Limited 01/01/2001 0.01 (1.64) 0.00 1.63 - - (0.00) 0.00 (0.00) N.A 100.00
20 Hathway Krishna Cable Private Limited 22/07/2002 7.81 (21.69) 7.37 21.25 0.00 10.01 (6.89) - (6.89) N.A 100.00
21 Hathway Mysore Cable Network Private Limited 29/11/2003 1.04 (20.42) 4.16 23.53 0.00 4.56 (5.61) - (5.61) N.A 100.00
22 Hathway Prime Cable & Datacom Private Limited 03/02/2006 0.45 (0.52) 0.23 0.31 - 0.00 (0.00) - (0.00) N.A 51.00
23 Hathway Gwalior Cable & Datacom Private Limited 01/05/2007 0.01 (0.59) 0.05 0.63 - - (0.00) - (0.00) N.A 100.00
24 Hathway Digital Saharanpur Cable & Datacom Private Limited 01/03/2008 0.02 (4.26) 0.53 4.77 - 0.03 (0.07) - (0.07) N.A 51.00
25 Hathway Enjoy Cable Network Private Limited 07/06/2007 0.01 (0.00) 0.01 0.01 - 0.00 - - - N.A 100.00
26 Hathway JMD Farukhabad Cable Network Private Limited 01/05/2007 0.01 (0.01) 0.01 0.00 - 0.00 - - - N.A 100.00
27 Hathway Kokan Crystal Cable Network Private Limited 01/11/2011 0.15 (1.34) 5.26 6.45 - 2.58 (3.24) (0.70) (2.54) N.A 96.36
28 Hathway Latur MCN Cable & Datacom Private Limited 15/01/2008 0.10 0.08 2.24 2.07 - 4.42 0.05 0.18 (0.13) N.A 51.00
29 Hathway MCN Private Limited 01/06/2007 1.89 3.43 13.77 8.45 0.41 17.67 (0.94) 0.65 (1.60) N.A 51.00
30 Hathway Sonali OM Crystal Cable Private Limited 01/06/2008 0.10 (13.10) 3.03 16.03 - 2.11 1.67 - 1.67 N.A 68.00
31 Hathway ICE Television Private Limited 15/10/2007 0.20 (0.81) 1.04 1.65 - - (0.00) - (0.00) N.A 51.00
32 Hathway Digital Private Limited 31/12/2007 355.73 (565.33) 1363.24 1572.85 13.96 1037.30 (545.83) (170.57) (375.26) N.A 100.00
33 Net 9 Online Hathway Private Limited 4 01/03/2008 0.01 2.08 3.74 1.65 - 7.32 0.14 0.03 0.11 N.A 50.00
34 Hathway New Concept Cable & Datacom Private Limited 01/09/2008 0.15 (0.99) 11.07 11.91 - 4.88 (0.73) - (0.73) N.A 100.00
35 Hathway Sai Star Cable & Datacom Private Limited 01/09/2008 0.14 33.72 42.93 9.07 - 20.15 (3.61) - (3.61) N.A 51.00
36 Hathway Cable MCN Nanded Private Limited 3 17/06/2008 3.36 (2.95) 3.21 2.80 - 5.56 0.64 0.67 (0.03) N.A 45.05
37 Hathway Palampur Cable Network Private Limited 01/04/2008 0.03 0.31 1.36 1.01 - 0.00 (0.12) - (0.12) N.A 51.00
38 Hathway Mantra Cable & Datacom Private Limited 30/08/2008 0.01 (18.72) 9.31 28.02 - 15.62 (5.95) - (5.95) N.A 100.00
39 Hathway Dattatray Cable Network Private Limited 13/05/2009 0.04 (6.31) 4.46 10.73 - 11.03 (0.14) - (0.14) N.A 51.00
40 Hathway CBN Multinet Private Limited 1 01/07/2008 0.05 0.21 5.16 4.90 - 4.47 0.21 (0.01) 0.21 N.A 51.00
41 Hathway CCN Multinet Private Limited 1 01/07/2008 0.48 2.28 8.63 5.87 - 7.04 (1.14) (0.53) (0.61) N.A 51.00
42 Hathway CCN Entertainment (India) Private Limited 1 01/07/2008 0.50 0.54 5.30 4.27 - 6.00 (2.09) (0.01) (2.09) N.A 51.00
43 Hathway Bhaskar CCN Multi Entertainment Private Limited 1 29/09/2011 0.01 0.01 0.88 0.86 - 0.05 (0.28) 0.03 (0.31) N.A 70.00
44 Hathway Bhawani Cabletel & Datacom Limited 2 31/08/2009 8.10 (11.95) 3.38 7.23 0.41 4.90 0.06 - 0.06 N.A 51.60
45 Hathway Bhawani NDS Network Private Limited 5 13/10/2010 1.55 (0.94) 0.76 0.15 0.01 1.15 (0.10) (0.03) (0.07) N.A 26.32
46 Hathway Broadband Private Limited 15/10/2014 2.50 0.69 3.20 0.01 - 0.25 0.24 0.06 0.18 N.A 100.00


1 Held through subsidiary Hathway Digital Private Limited (Formerlyknown as Hathway Datacom Central Private Limited)

2 Partly held directly by Hathway Cable and Datacom Limited and partlythrough its subsidiary Hathway Media Vision Private Limited

3 Held through its subsidiary Hathway MCN Private Limited and hascontrol over the Board of Directors.

4 Subsidiary based on our Company's right to appoint majority ofdirectors on the board of the Subsidiary Company.

5 Held through subsidiary Hathway Bhawani Cabletel & DatacomLimited

6 Definition of Subsidiary Associate and JV has been considered as perCompanies Act2013. However some subsidiaries have been considered as Joint Venture as perdefinition given under Indian Accounting Standards.


Statement pursuant to section 129(3) of the Companies Act 2013relating to Associate Companies and Joint Ventures

(? In Crores unless otherwise stated)

Sr. No. Name of Associates/Joint Ventures GTPL Hathway Limited (f.k.a GTPL Hathway Private Limited) Pan Cable Services Private Limited Hathway VCN Cablenet Private Limited Hathway SS Cable & Datacom LLP
1 Latest Audited Balance Sheet 31 March 2019 31 March 2019 31 March 2019 31 March 2019
2 Date of Acquisition 12 October 2007 10 May 1995 18 March 2009 30 September 2012
3 Shares of Associate/Joint Ventures held by the Company on the year end
No. 41972694 10 12520 -
Amount of Investment in Associates/Joint Venture 168.75 0.00 0.10 0.00
Extent of Holding % 37.32 33.33 25.03 51.00
4 Description of how there is significant influence By virtue of holding more than 20% of the total share capital of the Company. The Holding Company by virtue of the Share Holding Agreement signed with JV Partners has power to participate in the Operations and Financial activities of the Company The Holding Company by virtue of the Share Holding Agreement signed with JV Partners has power to participate in the Operations and Financial activities of the Company By virtue of joint arrangement whereby the Company has joint control and has the rights to the net assets of the arrangement.
5 Reason why the Associate/Joint Venture is not Consolidated NA NA NA NA
6 Networth attributable to Shareholding as per latest audited Balance sheet 247.68 (0.21) (2.02) (1.14)
7 Profit/Loss for the year
(i) Considered in Consolidation 7.15 0.00 0.00 (0.20)
(ii) Not Considered in Consolidation NA NA NA NA

Note: During the financial year 2017-18 the investment (49%) inequity shares of Hathway Patiala Cable Private Limited (formerly known as HathwaySukhamrit Cable & Datacom Private Limited) was classified as investment in JointVenture. However the management no longer intends to exercise its influence in operationsof Hathway Patiala Cable Private Limited. Accordingly such interest in Hathway PatialaCable Private Limited has been reclassified and measured as financial assets in terms ofInd AS 109.



(A) Conservation of energy:

Steps taken or impact on conservation of energy
Steps taken by the Company for utilizing alternate sources of energy Not Applicable
Capital investment on energy conservation equipment
(B) Technology absorption:
Efforts made towards technology absorption
Benefits derived like product improvement cost reduction product development or import substitution Not Applicable

In case of imported technology (imported during the last three yearsreckoned from the beginning of the financial year):

• Details of technology imported
• Year of import
• Whether the technology has been fully absorbed

Not Applicable

• If not fully absorbed areas where absorption has not taken place and the reasons thereof
Expenditure incurred on Research and Development

(C) Foreign exchange earnings and Outgo:

1st April 2018 to 31st March 2019 [Current F.Y.] 1st April 2017 to 31st March 2018 [Previous F.Y.]
Actual Foreign Exchange earnings 1.95 0.00
Actual Foreign Exchange outgo 54.99 128.99

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