| Dear Members,
The Directors have pleasure in presenting the Thirty First (31st)
Annual Report of the Company together with the Audited Statement of
Accounts for the year ended 31st March, 2015.
1. FINANCIAL & OPERATION OVERVIEW:
a. Financial Highlights
The Company's performance during the year ended 31st March, 2015 as
compared to the previous financial year, is summarized below:
(Rs in lakhs)
Consolidated Standalone
Particulars 2014-15 2013-14 2014-15 2013-14
Operating & Other Income 1636.11 1638.33 1550.98 1548.22
Earnings before interest,
depreciation, amortization & (212.94) (261.99) (219.62) (253.29)
taxes
Interest 21.40 3.09 21.22 3.09
Depreciation & Amortization 108.50 108.96 77.64 78.13
Prior period expenses &
Exceptional Items (25.5) 34.77 (0.67) 34.77
Minority Interest 12.00 19.42 - -
Provision for Taxation -
Current Tax & Deferred Tax (4.69) (3.85) (4.69) (3.85)
Net Profit/(Loss) (300.62) (385.55) (313.13) (365.42)
During the year under review, the total income of your Company
marginally increased to Rs. 1550.98 lacs as compared to last year's
income of Rs. 1548.22 lacs. During the year under review, the Company
incurred a net loss of Rs. 313.13 lacs on standalone basis due to steep
increase in operating expenses mainly on account of pay channel cost
during the year. The company is adhering to its policy of focused
growth and as a result of which the total subscription income vis-a-vis
the gross operating profit of the company had increased.
b. Operational Highlights:
(i) Cable TV Business:
During the year under review, your Company has seeded 2000 Set Top
Boxes (STB) cumulatively totaling to 53500 STB seeded. Your Company
will continue to seed boxes in near future as well.
The strategy of your Company is to seed more High Definition (HD) STB's
in order to increase the average rate per unit (ARPU). We anticipate
that with smarter packaging the company will be able to drive higher
ARPU.
Your Company has received a good feedback on HD product proposition.
The proposition is priced at Rs. 150/- per month in which the customer
can view 25 high quality HD channels.
We believe that value added services and innovative content will give a
further fillip to ARPU in the future.
(ii) Broadband Business:
The Broadband reach of your Company is about 53500 homes where it can
offer our services. Your Company is a Category - B Internet Service
Provider (ISP) and it covers both retail and corporate segments.
As of 31st March, 2015, your Company has over 1400 broadband
subscribers. With a high quality and high capacity HFC Network, your
Company is well placed to garner a larger share of the growing
broadband market.
Based on continuous customer service improvement, we could also improve
customer ARPU by Rs. 400/- on monthly basis.
c. Consolidated Accounts:
The consolidated financial statements of your Company for the financial
year 2014-2015, are prepared in compliance with applicable provisions
of the Companies Act, 2013, Accounting Standards and Listing Agreement
as prescribed by the Securities and Exchange Board of India (SEBI).
d. Management Discussion and Analysis
The Management Discussion and Analysis forms an integral part of this
Report and gives detail of the overall industry overview, business
overview, and performance review and state of affairs of the Company in
Cable Television business and Broadband business during the year under
review.
e) Report on performance of subsidiaries, associates and joint venture
Companies:
A statement containing the performance and financial position of the
Subsidiary Company, associates and joint venture companies for the year
ended 31st March, 2015 is given, pursuant to Section 129(3) of the
Companies Act, 2013 read with Rule 5 and 8 of the Companies (Accounts)
Rules, 2014 in AOC-1 in Annexure - I to this report.
The details of the subsidiary are as follows:
The financial statements of the subsidiary company and related
information are available for inspection by the members at the
Registered Office of your Company during business hours on all days
except Saturdays, Sundays and public holidays up to the date of the
Annual General Meeting (AGM) as required under Section 136 of the
Companies Act, 2013. Any member desirous of obtaining a copy of the
said financial statements may write to the Company Secretary at the
Registered Office of your Company.
f) Dividend:
Considering the loss incurred in the current financial year, your
Directors have not recommended any dividend for the financial year
under review.
g) Transfer to reserves:
In view of losses incurred during the year under review, the Board of
Directors has not recommended transfer of any amount to reserves.
h) Revision of financial statement:
There was no revision of the financial statements for the year under
review.
i) Deposits:
The Company has not accepted any public deposits during the year under
review.
j) Disclosures under section 134(3)(i) of the Companies Act, 2013:
Except as disclosed elsewhere in this report, no material changes and
commitments which could affect the Company's financial position have
occurred between the end of the financial year of the Company and date
of this report.
k) Disclosure of Internal Financial Controls:
The Internal Financial Controls with reference to financial statements
as designed and implemented by the Company are adequate. During the
year under review, no material or serious observation has been received
from the Internal Auditors of the Company for inefficiency or
inadequacy of such controls.
l) Particulars of loans, guarantees, investments and securities:
There are no loans given, investments made, guarantees given and
securities provided during the year under review.
2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) CHANGE IN BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
Ms. Nandita Swamy (DIN: 03181823) was appointed vide circular
resolution dated 31st March, 2015 as an Additional Independent Director
of the Company to hold office up to the date of ensuing Annual General
Meeting. As recommended by the Nomination and Remuneration Committee,
the Board of Directors of the Company has appointed vide circular
resolution dated 30th July 2015, Mr. Shyam P V (DIN: 07247247) and Mr.
Vineet Garg (DIN: 06935347) as Additional Directors to hold office till
the ensuing Annual General Meeting whose office is liable to retire by
rotation.
The Company has received notices from shareholders along with requisite
deposits proposing the candidature of Ms. Nandita Swamy, Mr. Shyam P V
and Mr. Vineet Garg for appointment as Director at the ensuing Annual
General Meeting.
Mr. Hetal Thakore, Independent Director has resigned as Director of the
Company with effect from 6th April, 2015. Mr. Milind Karnik has
resigned as Director with effect from 30th July, 2015. The Board places
on record its appreciation for the services rendered by them during
their tenure on the Board.
In accordance with the provisions of the Act, none of the Independent
Directors is liable to retire by rotation. In accordance with the
provisions of Articles of Association of the Company, the Managing
Director is not liable to retire by rotation. Accordingly none of the
Directors of the Company are liable to retirement by rotation at the
ensuing Annual General Meeting pursuant to the provisions of Section
152 of the Companies Act, 2013, since the resolutions for the
appointment/re-appointment of the existing Directors have been included
for voting at the ensuing Annual General Meeting.
Key Managerial Personnel:
The following Key Managerial Personnel (KMP) were duly appointed by the
Board of Directors at its meeting held on 12th February 2015.
Sr.
No Name of the KMP Designation
1. Mr. Samson Jesudas* Managing Director & CEO
2. Mr. Basant Haritwal Chief Financial Officer
3. Mr. Dilip Vaidya Company Secretary
* Mr. Samson Jesudas, Managing Director was re-designated as Managing
Director & CEO
b. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declaration from all the Independent Directors
under Section 149(6) of the Companies Act, 2013 confirming their
independence vis-…-vis the Company.
3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES
a. BOARD MEETINGS:
The Board of Directors met 5 times during the financial year ended 31st
March 2015 in accordance with the provisions of the Companies Act, 2013
and rules made there under.
The dates on which the Board of Directors met during the financial year
under review are as under:
b. AUDIT COMMITTEE:
Sr.
No Date of the Board Meeting
1. 26th May, 2014
2. 11th August, 2014
3. 18th September, 2014
4 14th November, 2014
5. 12th February, 2015
The Audit Committee of Directors was constituted pursuant to the
provisions of Section 177 of the Companies Act, 2013. The composition
of the Audit Committee is in conformity with the provisions of the said
section. The Audit Committee as on the date of this report comprises
of:
Sr.
No Name of the Member Designation
1. Mr. Dilip Worah Chairman
2. Mr. Vineet Garg* Member
3. Mr. L K Kannan Member
4 Ms. Nandita Swamy Member
* Reconstituted vide circular resolution passed by the Board on 30th
July, 2015
The scope and terms of reference of the Audit Committee have been
amended in accordance with the Act and the Listing Agreement entered
into with the Stock Exchange.
During the year under review, the Board of Directors of the Company had
accepted all the recommendations of the Committee.
c. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of Directors as constituted
by the Board of Directors of the Company in accordance with the
requirements of Section 178 of the Act.
The composition of the committee as on the date of this report is as
under:
Sr.
No Name of the Member Designation
1. Mr. L K Kannan Chairman
2. Mr. Vineet Garg Member
3. Mr. Dilip Worah Member
Reconstituted vide circular resolution passed by the Board on 30th
July, 2015
The Board of Directors has in accordance with the provisions of
sub-section (3) of Section 178 of the Companies Act, 2013, formulated
the policy setting out the criteria for determining credentials,
positive attributes, independence of a Director and policy relating to
remuneration for Directors, Key Managerial Personnel and other
employees.
d. STAKE HOLDERS RELATIONSHIP COMMITTEE:
Pursuant to Section 178 of the Companies Act, 2013, the Board of
Directors of the Company has constituted the Stakeholder's Relationship
Committee, comprising of:
Sr.
No Name of the Member Designation
1. Mr. Vineet Garg Chairman
2. Mr. Samson Jesudas Member
3. Mr. Dilip Worah Member
Reconstituted vide circular resolution passed by the Board on 30th July
2015
The Company Secretary acts as the Secretary of the Stakeholders'
Relationship Committee.
e. MEETING OF INDEPENDENT DIRECTORS:
The Company's Independent Directors meet at least once in every
financial year without the presence of Executive Director or management
personnel and is conducted informally.
One meeting of Independent Director was held during the year.
f. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:
The Board of Directors of the Company has, pursuant to the provisions
of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil
Mechanism Policy" for Directors and employees of the Company to provide
a mechanism which ensures adequate safeguards to employees and
Directors from any victimization on raising of concerns of any
violations of legal or regulatory requirements, incorrect or
misrepresentation of any, financial statements and reports, etc.
The employees of the Company have the right/option to report their
concern/grievance to the Chairman of the Audit Committee.
The Company is committed to adhere to the highest standards of ethical,
moral and legal conduct of business operations.
g. RISK MANAGEMENT POLICY:
The Board of Directors of the Company has designed Risk Management
Policy and Guidelines to avoid events, situations or circumstances
which may lead to negative consequences on the Company's businesses,
and define a structured approach to manage uncertainty and to make use
of these in their decision making pertaining to all business divisions
and corporate functions. Key business risks and their mitigation are
considered in the annual/strategic business plans and in periodic
management reviews.
h. CORPORATE SOCIAL RESPONSIBILITY POLICY:
As per the provisions of Section 135 of the Act read with Companies
(Corporate Social Responsibility Policy) Rules, 2014, the Board of
Directors has constituted a Corporate Social Responsibility (CSR)
Committee as under:
Sr.
No Name of the Member Designation
1. Mr. Dilip Worah Chairman
2. Mr. Samson Jesudas Member
3. Mr. L K Kannan Member
4. Mr. Vineet Garg Member
The Board of Directors of the Company has approved CSR Policy based on
the recommendation of the CSR Committee. Since the Company has no
profits in preceding 3 financial years, no amount was required to be
spent for corporate social responsibility activities.
i. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:
In accordance with the Companies Act, 2013, and Clause 49 of the
Listing Agreement, the Company has framed a Policy for evaluation of
performance of Independent Directors, Board, Committees and other
Individual Directors which includes criteria for performance evaluation
of non-executive directors and executive directors. A questionnaire was
formulated for evaluation of performance of Board after taking into
consideration the following aspects:
- Board Composition;
- Strategic Orientation;
- Board functioning and Team Dynamics.
Performance evaluation of Independent Directors was conducted by the
Board of Directors, excluding the Director being evaluated. The
criteria for performance evaluation of Independent Directors laid down
by the Nomination, Remuneration and Compensation Committee is as below:
Ethics and values,
- knowledge and proficiency,
- diligence,
- Behavioral traits and
- Efforts for personal development
Similarly, performance evaluation of the Chairman and Non - Independent
Directors was carried out by the Independent Directors at the meeting
of the Board of Directors held on 11th February 2015.
j. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND
OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT &
REMUNERATION) RULES, 2014:
The ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the financial year
under review has been marked as
Annexure II.
k. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The Board has in accordance with the provisions of sub-section (3) of
Section 178 of the Companies Act, 2013, formulated the policy setting
out the criteria for determining qualifications, positive attributes,
independence of a Director and policy relating to remuneration for
Directors, Key Managerial Personnel and other employees.
4. DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act, 2013, in relation to
the audited financial statements of the Company for the year ended 31st
March, 2015, the Board of Directors hereby confirms that:
a. in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
b. such accounting policies have been selected and applied
consistently and the Directors made judgments 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 31st March, 2015 and of the loss of the
Company for that year;
c. proper and sufficient care was taken for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d. the annual accounts of the Company have been prepared on a going
concern basis;
e. internal financial controls have been laid down to be followed by
the Company and that such internal financial controls are adequate and
were operating effectively;
f. proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively;
5. AUDITORS AND REPORTS
The matters related to Auditors and their Reports are as under:
a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED
31st MARCH, 2015:
The observations made by the Statutory Auditors in their report for the
financial year ended 31st March 2015 read with the explanatory notes
therein are self-explanatory and therefore, do not call for any further
explanation or comments from the Board under Section 134(3) of the
Companies Act, 2013.
b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH 2015:
Provisions of Section 204 read with Section 134(3) of the Companies
Act, 2013, mandates to obtain Secretarial Audit Report from Practicing
Company Secretary. M/s Rathi and Associates, Company Secretaries had
been appointed to issue Secretarial Audit Report for the financial year
2014-15. Secretarial Audit Report issued by M/s Rathi and Associates,
Company Secretaries for financial year 2014-15 in Form MR-3 has been
marked as Annexure III and forms part to this report. The said report
does not contain any observation or qualification requiring explanation
or comments from the Board under Section 134(3) of the Companies Act,
2013.
c. RATIFICATION OF APPOINTMENT OF AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and the Companies (Audit and Auditors) Rules, 2014, M/s. G. M. Kapadia
& Co, Chartered Accountants, the Statutory Auditors of the Company have
been appointed for a term of 3 years. However, their appointment as
Statutory Auditors of the Company shall be required to be ratified by
the Members at the ensuing Annual General Meeting. The Company has
received a confirmation from the said Auditors that they are not
disqualified to act as the Auditors and are eligible to hold the office
as Auditors of the Company.
Necessary resolution for ratification of appointment of the said
Auditors is included in the Notice of AGM for seeking approval of
members.
d. RELATED PARTY TRANSACTIONS:
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.
6. OTHER DISCLOSURES
Other disclosures as per provisions of Section 134 of the Act read with
Companies (Accounts) Rules, 2014 are furnished as under:
a. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act,
2013, Extract of the Annual Return for the financial year ended 31st
March 2015 made under the provisions of Section 92(3) of the Act is
attached as Annexure IV which forms part of this Report.
b. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The particulars as required under the provisions of Section 134(3) (m)
of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014 in respect of conservation of energy, technology
absorption, foreign exchange earnings and outgo etc. have been
furnished in Annexure VI which forms part of this Report.
c. CORPORATE GOVERNANCE: (Applicable to Companies giving remuneration
as per Section II of Schedule V):
All elements of remuneration package such as salary,
benefits, bonuses, stock options, pension, Not Applicable
etc., of all the directors
Details of fixed component and performance linked
incentives along with the performance Not Applicable
criteria
Service contracts, notice period, severance fees Not Applicable
Stock option details, if any, and whether the same
has been issued at a discount as well as Not Applicable
the period over which accrued and over which
exercisable
7. GENERAL:
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Payment of remuneration or commission from any of its Holding or
subsidiary Companies to the Managing Director or the Whole-time
Directors of the Company.
3. Significant or material orders passed by the Regulators or Courts
or Tribunals which impact the going concern status and Company's
operations in future.
4. Cases filed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
8. AKNOWLEDGEMENTS AND APPRECIATION:
Your Directors take this opportunity to thank the customers,
shareholders, suppliers, bankers, business partners/associates,
financial institutions and Central and State Governments for their
consistent support and encouragement to the Company.
FOR AND ON BEHALF OF THE BOARD
SAMSON JESUDAS VINEET GARG
Managing Director
& CEO Director
Date : 12/08/2015 (DIN: 02539442) (DIN:06935347)
Place: Mumbai
Registered Office
Rahejas, 4th Floor, Corner of Main Avenue & V. P. Road, Santacruz West,
Mumbai 400054
CIN: L65910MH1984PLC034514
Tel No. 022-2600 1306 - Fax No. 022-2600 1307
Mail: investors.bhawani@hathway.net
|