|
Dear Members,
The Board of Directors of the Company are pleased to present the
Company's 65th Annual Report and the Company's audited financial
statements for the financial year ended March 31, 2025.
1. FINANCIAL RESULTS
The Company's financial performance (standalone and consolidated)
for the year ended March 31, 2025 is summarized below: -
( in crores)
|
|
|
( |
in crores) |
|
STANDALONE |
|
CONSOLIDATED |
|
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
Revenue from Operations |
602.12 |
622.67 |
2039.65 |
1980.97 |
Other Income |
109.78 |
93.56 |
106.70 |
137.98 |
Profit/(Loss) before Tax |
105.52 |
116.59 |
124.98 |
141.55 |
| Less: Current Tax |
- |
- |
- |
- |
| Deferred Tax |
26.19 |
30.32 |
32.44 |
42.26 |
Profit/(Loss) for the year |
79.33 |
86.27 |
92.54 |
99.29 |
| Add: Other Comprehensive Income (OCI) |
0.25 |
0.46 |
0.17 |
0.76 |
Total Comprehensive Income for the year |
79.58 |
86.73 |
92.71 |
100.05 |
| Add: Opening Balance in Retained Earnings and
OCI (Adjusted) |
(454.53) |
(541.24) |
(788.74) |
(895.22) |
Closing Balance of Retained Earnings and
OCI |
374.70 |
(454.53) |
(695.84) |
(788.74) |
2. TRANSFERS TO RESERVES
The Board of Directors of the Company have not transferred any amount
to Reserves for the year under review.
3. RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS
During the year under review, the total revenue from operations was
602.12 crores on standalone basis and 2,039.65 crores on consolidated basis as
compared to the last year's revenue of 622.67 crores on standalone basis and 1,980.97
crores on consolidated basis, respectively. The post-tax profit of your Company was 79.33
crores on standalone basis and 92.54 crores on consolidated basis as compared to the last
year's post-tax profit of 86.27 crores on standalone basis and 99.29 crores on
consolidated basis, respectively.
4. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL
YEAR
There have been no material changes and commitments affecting the
financial position of the Company between end of the financial year to which the financial
statement relates and date of this Report.
5. DIVIDEND
The Board of Directors of the Company have not recommended any dividend
on Equity Shares for the year under review.
The Dividend Distribution Policy of the Company is available on the
Company's website and can be accessed at https://www.hathway.com/policiesPDF/
Dividend%20Distribution%20Policy.pdf.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as
stipulated under the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented
in a separate section, forming part of the Annual Report.
7. BUSINESS OPERATIONS/PERFORMANCE OF
THE COMPANY AND ITS MAJOR SUBSIDIARIES
Structural Improvement: Five Step down wholly-owned subsidiaries
of the Company got amalgamated with Hathway Digital Limited ("Hathway Digital"),
a wholly-owned subsidiary of the Company pursuant to the order of the Regional Director,
Western Region, Ministry of Corporate Affairs with the appointed date of January 1, 2025.
This amalgamation is expected to result in rationalisation and
optimisation of the group's legal entity structure, leading to greater alignment with
the businesses by reducing the number of legal entities. This consolidation is expected to
provide operational synergies, eliminate inefficiencies and streamline corporate
structures cash flows. The consolidation will lead to better centralised management and
oversight, cost the group's competitive growth.
The developments in business operations/performance of the Company
and its major subsidiaries consolidated with the Company are as below:
A. Broadband Business
During the year under review, the Company continued to demonstrate
resilience in its broadband business, driven by its strategic focus on technological
advancement, digital transformation and customer-centric innovation.
i. Growth in FTTH Subscriber Base
Through the deployment of cutting-edge Fiber-to-the-Home
("FTTH") technology and the seamless integration of digitization and
automation processes, we have significantly enhanced the customer experience, which has
resulted in growth of the FTTH subscriber base by 19,000.
ii. Unlimited Data Plans & Usage Trends continues to Oneof
ourkey differentiators be the provision of unlimited data across all
broadband plans. This ensures our customers can confidently engage in data-intensive
activities without concerns about throttling or unexpected charges.
In line with this, average monthly data usage per
FTTH customer reached 357 GB, reflecting strong network
engagement, particularly in the Southern market. A 3% year-on-year increase
in data usage as of March, 2025 further highlights growing customer reliance and
satisfaction with our services.
iii. First-in-Industry Wi-Fi Innovations
The Company introduced dual-band ONUs with built-in Wi-Fi band
steering, a first in the industry. This innovation ensures customer devices connect
automatically to the optimal frequency band, resulting in improved speed, stability and
seamless connectivity without the need for manual intervention.
iv. Network Reliability & Complaint Reduction
Our proactive approach to network upgrades has led to a 28%
reduction in network- related complaints between March, 2024 and March, 2025. This
achievement underscores our commitment to service quality and network reliability.
Furthermore, we have excelled in customer issue resolution, with
87% of non-network related issues resolved within one hour, reaffirming dedication
to customer satisfaction and operational responsiveness.
v. Customer Experience & Satisfaction
Customer-centricity remains at the heart of our business strategy. We
are proud to report a
96% Customer Satisfaction (CSAT) score in interactions involving
support and issue resolution highlighting the Company's consistent delivery of
quality service and customer care.
vi. Digital Transformation & Innovation Initiatives
We have undertaken several key digital initiatives aimed at enhancing
user experience and internal
AI-Powered WhatsApp BOT for Billing Queries
A 24/7 intelligent chatbot integrated with WhatsApp has handled 39,046
queries over seven months, achieving an 89% first-time resolution rate,
improving customer self-service capabilities.
Automation for Internal Productivity
Deployment of AI-enabled internal BOTs has empowered business teams to
handle customer issues with real-time data support. Over 22,135 issues were
resolved using this system in Q2 FY25 alone.
Self-Scheduled Installations
We introduced a customer-selected time slot model for new
installations, enhancing convenience and improving operational efficiency. This has led to
a 72% same-day activation rate, positioning the Company among the fastest in the
industry for new connection installations.
B. Cable Television Business:
Over the past year, the Indian cable television sector has undergone
substantial regulatory and structural transformation, reshaping its operational and
competitive landscape. Subscriber numbers continued to decline, highlighting mounting
pressure on the traditional distribution ecosystem.
On the legislative front, the Ministry of Information and Broadcasting
("MIB") released the draft Broadcasting Services (Regulation) Bill, 2023 for
public consultation. Concurrently, the Telecom Regulatory Authority of India
("TRAI") issued recommendations on Inputs for the Formulation of the National
Broadcasting Policy, signalling a move towards a more unified and forward-looking
regulatory framework.
Amid ongoing regulatory asymmetry, TRAI made several critical
recommendations, including:
Regulatory Framework for Ground-Based
Broadcasters: Advocating for the inclusion of terrestrial
technologies in content distribution;
Upgradation of DD Free Dish to an Addressable
System: Aiming to enhance service quality and curb unauthorized
retransmissions;
Framework for Free Ad-Supported Streaming
Television (FAST) Services: Proposing regulatory oversight over
FAST platforms currently operating without formal guidelines.
In July 2024, TRAI further notified NTO 4.0, amending Tariff Orders,
Interconnect Regulations, and Quality of Service norms. While some changes intensified
imbalances resulting in higher consumer costs and contributing to continued subscriber
erosion, one notable positive change was the prohibition of pay channels being distributed
as Free-to-Air ("FTA") on DD Free Dish. This provision is expected to foster a
more level playing field among distribution platforms
These developments underscore an institutional recognition of the
structural headwinds confronting the sector. Nonetheless, enduring challenges such as
subscriber attrition, unsustainable economics and regulatory disparities between
traditional and digital platforms necessitate urgent, comprehensive policy reforms. The
industry remains committed to championing fair competition, safeguarding consumer
interests and ensuring the long-term viability of last-mile cable infrastructure.
Despite the formidable challenges faced by the sector, Hathway Digital
demonstrated resilience by maintaining its market position and subscriber base, even as
many Multi-System Operators ("MSOs") lost ground to emerging technologies such
as Over-the-Top ("OTT") platforms and free, ad-supported streaming services.
Hathway Digital remains steadfast in its commitment to providing a
superior television viewing experience through the deployment of world-class equipment and
cutting-edge infrastructure. Hathway Digital continues to prioritize service quality and
customer satisfaction to minimize any potential disruption to its consumers.
During the year, Hathway Digital implemented several key initiatives
aimed at enhancing customer satisfaction:
Upgraded Network Infrastructure: Strengthened the digital
head-end and distribution systems to support increased bandwidth and enhanced picture
quality.
Expanded HD Channel Portfolio: Added new channels across
multiplehigh-definition genres to cater to evolving viewer preferences.
Enhanced Customer Support: Improved customer service
operations through faster response time, multilingual support and 24/7 helpline access.
Self-Care App & Portal Enhancements: Upgraded digital
platforms to provide customers with greater control over their subscriptions, recharges
and channel selection.
Deployment of On-Ground Service Teams:
Rolled out dedicated regional service teams to acceleratepricingissue
resolution and ensure seamless activation of services.
8. CONSOLIDATED FINANCIAL STATEMENT
In accordance with the provisions of the Companies Act, 2013 ("the
Act") and the Listing Regulations read with Ind AS-110 (Consolidated Financial
Statements), Ind AS-28 (Investments in Associates and Joint Ventures) and Ind AS-31
(Interests in Joint Ventures), the audited consolidated financial statement forms part of
the Annual Report.
9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
During the year under review and till the date of this Report,
companies listed in Annexure I to this Report have become and/or ceased to be the
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 annexed herewith and marked as Annexure II to this Report.
The audited financial statement including the consolidated financial
statement of the Company and all other documents required to be attached thereto forms
part of this Report and is available on the Company's website and can be accessed at
https://www.hathway.com/ About/AnnualReport.
The financial statements of the subsidiaries, as required, are
available on the Company's website and can be accessed at
https://www.hathway.com/About/Subsidiaries.
As on the date of this Report, the policy for determining Material
Subsidiaries was updated. The said policy is available on the Company's website and
can be accessed at https://www.hathway.com/policiesPDF/Policy%20
for%20determining%20Material%20Subsidiaries.pdf
Hathway Digital Limited is a Material Subsidiary of the Company as per
the Listing Regulations.
10. SECRETARIAL STANDARDS
The Company has followed the applicable Secretarial Standards, with
respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by
the Institute of Company Secretaries of India.
11. DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March
31, 2025, the applicable accounting standards read with requirements set out under
Schedule III to the Act have been followed and there are 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, 2025
and of the profit of the Company for the financial year ended on that date;
c) the Directors have taken proper and 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 adequateand related
are operating effectively;
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
12. CORPORATE GOVERNANCE
The Company is dedicated to upholding the highest standards of
governance and adheres to the Corporate Governance requirements set out by the Securities
and Exchange Board of India. The Company has also implemented several best governance
practices in this regard. The Corporate Governance Report as per the Listing Regulations
forms part of the Annual Report. A certificate from the Practicing Company Secretary,
confirming compliance with the conditions of Corporate Governance is attached to the
Corporate Governance Report.
13. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In accordance with the Listing Regulations, the Business Responsibility
and Sustainability Report describing the performance of the Company on environmental,
social and governance perspective is available on the Company's website and can be
accessed at https:// www.hathway.com/documents/Annual%20Report/
Business%20Responsibility%20and%20Sutainability%20 Report_2024-25.pdf.
14. CONTRACTS AND ARRANGEMENTS WITH
RELATED PARTIES
All contracts / arrangements / transactions entered by the Company
during the year under review with related parties were in its ordinary course of business
and on an arm's length basis.
During the year under review, 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 sufficient 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.
As on the date of this Report, the policy defining Materiality of
Related Party Transactions and on dealing with Related Party Transactions was
updated and the said policy is available on the Company's website and can be
accessed at https://www.hathway.com/documents/
Policies/Related%20Party%20Transactions%20Policy.pdf
There were no materially significant transactions which could have
potential conflict with interest of the Company at large.
Members may refer Note 4.10 to the Standalone Financial Statement which
sets out related party disclosures pursuant to Ind AS.
15. CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility ("CSR") Committee's
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, inter-alia, covers the Company's CSR vision and objectives and also provides
for governance, implementation, monitoring and reporting framework.
The CSR Policy is available on the Company's website and can be
accessed at https://www.hathway.com/policiesPDF/ CSR%20Policy.pdf. There has been no
change in the CSR Policy during the year.
In terms of the CSR Policy, the focus areas of engagement shall be
eradicating hunger, poverty, preventative health care, education, rural area 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 1,16,79,205 /- i.e.
2% of the average net profits of the Company during the immediately preceding 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
III to this Report.
16. RISK MANAGEMENT
In compliance with the requirements of the Listing Regulations, the
Board of Directors of the Company have constituted the Risk Management Committee, which is
entrusted with the responsibility of overseeing the effective implementation and
monitoring of the Company's risk management plan and policy. It ensures continuous
review and obtains assurance from the management for and the timely identification,
management and mitigation of emerging risk associated with the Company.
The Company has adopted the risk management policy which outlines the
exhaustive risk management framework which is also applicable to its Subsidiaries and
Joint Ventures. The risk management framework articulates the risk management process
which focuses on four key elements viz. Risk Identification, Risk Assessment, Management
and Risk Monitoring.
Further details on risk management activities are provided in
Management Discussion and Analysis section, which forms part of the Annual Report.
17. INTERNAL FINANCIAL CONTROLS
The Company has established adequate internal financial controls
commensurate with the size of the business and nature of its operations. These control are
designed to provide reasonable assurance with regard to the accuracy and completeness of
the accounting records and the timely preparation and provision of reliable financial
statements
The internal financial controls are embedded in the business processes.
Assurance of the effectiveness of internal financial controls is obtained through
management reviews, continuous monitoring by Functional Heads as well as sample testing of
the internal financial control systems by the independent auditors during the course of
their audits on a quarterly basis.
Audit Committee plays a pivotal role in evaluating the adequacy and
effectiveness of the Company's internal controls and implementation of audit
recommendations on quarterly basis to ensure the ongoing robustness of the internal
control framework.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of
Association of the Company, Mr. Akshay Raheja (DIN: 00288397) and Mr. Viren Raheja
(00037592), Directors of the Company, retires by rotation at the ensuing Annual General
Meeting. The Board of Directors of the Company on the recommendation of the Nomination and
Remuneration Committee ("NRC"), have recommended their re-appointment.
During the year under review, the Board of Directors of the Company,
based on the recommendation of the NRC, recommended appointment of Mr. Rajendra Dwarkadas
Hingwala (DIN: 00160602) and Ms. Naina Krishna Murthy (DIN: 01216114) as Independent
Directors of the Company for a term of 5 (five) consecutive years w.e.f. August 05, 2024
and the Members of the Company approved their appointment on July 31, 2024. They possess
requisite andqualifications, experience, proficiency hold the highest standards of
integrity.
Further, Mr. Rajendra Dwarkadas Hingwala was appointed as the Chairman
of the Company w.e.f. August 05, 2024.
Mr. Sridhar Gorthi (DIN: 00035824) and Mr. Sasha Mirchandani
(DIN: 01179921) ceased to be independent directors of the Company upon completion of their
second term on August 04, 2024. Further, Mr. Sridhar Gorthi ceased to be the Chairman of
the Company on August 04, 2024. Ms. Ameeta Parpia (DIN: 02654277) ceased to be independent
director of the Company upon completion of her second term on February 10, 2025. The Board
of
Directors of the Company places on record their deepest gratitude for
guidance and support provided by them during their tenure, which immensely benefitted the
Company.
Mr. Anuj Jain (DIN: 08351295), Non-Executive Director of the Company
resigned from the Board of the Company with effect from end of business hours of February
20, 2025 due to his pre-occupation and other personal commitments. The Board appreciates
his valuable contribution and places on record its heartiest gratitude for the guidance
provided by him during his tenure on the Board of the Company.
Save and except aforementioned, there were no other changes in the
Board of Directors and Key Managerial Personnel of the Company.
The Company has received declarations from all Independent Directors of
the Company confirming that:
(a) they meet the criteria of independence prescribed under the Act and
the Listing Regulations; and
(b) they have registered their names in the Independent Directors'
Databank.
19. PERFORMANCE EVALUATION
The Company has a policy for performance evaluation of the Board,
Committees and other individual Directors (including Independent Directors) which includes
criteria for performance evaluation of Directors.
In accordance with the manner of evaluation specified by the NRC, the
Board carried out annual performance evaluation of the Board, its Committees and
Individual Directors. The Independent Directors carried out annual performance evaluation
of the Chairman, the non-independent directors and the Board as a whole. The Chairman of
the respective Committees shared the report on evaluation with the respective Committee
members. The performance of each Committee was evaluated by the Board based on the report
of evaluation received from the respective Committees.
Based on the review of consolidated report on performance evaluation,
the Chairman of the Board provided the feedback to each Director.
20. AUDITORS AND AUDITORS' REPORT
Statutory Auditor
Nayan Parikh & Co., Chartered Accountants (Firm Registration
No.107023W) were re-appointed as Statutory Auditor of the Company for second term of 5
(five) consecutive years, at the Annual General Meeting held on June 28, 2022. They have
confirmed their eligibility and qualifications required under the Act for holding office
Statutory Auditor of the Company.
The Auditor's Report does not contain any qualification,
reservation, adverse remark or disclaimer. The Notes on financial statement referred to in
the Auditor's Report are self-explanatory and do not call for any further comments.
Secretarial Auditor
The Board had appointed Rathi & Associates, Practicing Company
Secretaries, to conduct Secretarial Audit of the Company for the financial year 2024-25.
The Secretarial Audit Report relating thereto is annexed herewith and marked as Annexure
IV to this Report. The Secretarial Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer.
In accordance with the provisions of Section 204 of the Act read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of the Listing Regulations, the Board has recommended to the Members of the
Company the appointment of Rathi & Associates, Practicing Company Secretaries (Firm
Registration No. P1988MH011900), as the Secretarial Auditor of the Company for a term of 5
(five) consecutive financial years, commencing from the financial year 2025-26 to the
financial year 2029-30 to conduct Secretarial Audit of the Company. They have confirmed
their eligibility and qualification required under the Act and the Listing Regulations for
holding the office, as the Secretarial Auditor of the Company.
Cost Auditor
The Board of Directors of the Company had appointed
Ashok Agarwal & Co., Cost Accountants, as Cost Auditor of the
Company for conducting the audit of the cost records relating to Broadband Operations of
the Company for the financial year 2024-25 in accordance with the provisions of 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
7 (Seven) meetings of the Board of Directors of the Company were held
during the year under review. The particulars of the meetings held and attendance of each
Director are detailed in the Corporate Governance Report.
Audit Committee
Mr. Sridhar Gorthi ceased to be an independent director of the Company
upon completion of his second term on August 04, 2024 and consequently ceased to be the
Chairman and a member of the
Audit Committee. Further, Mr. Sasha Mirchandani and Ms. Ameeta Parpia
ceased to be independent directors of the Company upon completion of their second term on
August 04, 2024 and February 10, 2025, respectively and consequently ceased to be the
members of the Audit Committee. The Audit Committee presently comprises of Mr. Rajendra
Dwarkadas Hingwala (Chairman), Mr. Viren Raheja and Ms. Naina Krishna Murthy.
During the year under review, all the recommendations made by the Audit
Committee were accepted by the Board.
Corporate Social Responsibility ("CSR")
Committee
Mr. Sridhar Gorthi ceased to be a member of the CSR
Committee upon completion of his second term as an independent
director. The CSR Committee presently comprises of Mr. Viren Raheja (Chairman), Mr.
Saurabh Sancheti and Mr. Rajendra Dwarkadas Hingwala.
Nomination and Remuneration Committee ("NRC")
Mr. Sasha Mirchandani ceased to be the Chairman and a member of the NRC
and Mr. Sridhar Gorthi ceased to be member of the NRC, upon completion of their second
term as independent director. The NRC presently comprises of Ms. Naina Krishna Murthy
(Chairperson), Mr. Viren Raheja and Mr. Rajendra Dwarkadas Hingwala.
The Company has devised inter-alia, following Policies namely (i)
Policy for Selection of Directors and Determining Directors' Independence, (ii)
Remuneration Policy for Directors, Key Managerial Personnel and Senior Management and
(iii) Policy on Board Diversity. The Policies are available on the Company's website
and can be accessed at:
https://www.hathway.com/policiesPDF/Policy%20for%20
Selection%20of%20Directors.pdf
https://www.hathway.com/policiesPDF/Remuneration%20
Policy%20for%20Directors.pdf
https://www.hathway.com/policiesPDF/Policy%20on%20
Board%20Diversity.pdf
There has been no change in the above Policies during the year.
The aforesaid Policies set out the guiding principles for the NRC for
identifying persons who are qualified to become Directors and to determine the
independence of Directors, in case of their appointment as independent directors of the
Company, recommending to the Board the remuneration of the Directors,
Key Managerial Personnel and Senior Management of the Company and the approach towards
Board diversity in the Company.
Stakeholders Relationship Committee ("SRC")
Ms. Ameeta Parpia ceased to be a Chairperson of the SRC upon completion
of her second term as an independent director. The SRC presently comprises of Mr. Rajendra
Dwarkadas Hingwala (Chairman), Mr. Viren Raheja and Ms. Geeta Fulwadaya.
Risk Management Committee ("RMC")
Ms. Ameeta Parpia ceased to be the Chairperson and a member of the RMC
and Mr. Sridhar Gorthi ceased to be a member of the RMC upon completion of their second
term as independent director. The RMC presently comprises of Mr. Saurabh Sancheti
(Chairman), Mr. Rajendra Dwarkadas Hingwala and Mr. Ajay Singh.
Business Responsibility and Sustainability Committee ("BRSC")
The BRSC comprises of Mr. Viren Raheja (Chairman) and Mr. Saurabh
Sancheti.
In order to promote sustainability and long-term progress in the
organisation and the Company's commitment to better environment, social and
governance practices, the Company has adopted Anti-Bribery and Anti-Corruption Policy and
Environmental, Social and Governance (ESG), which serve as a framework for ESG initiatives
and activities undertaken by the Company. The Policies are available on the Company's
website and can be accessed at:
https://www.hathway.com/policiesPDF/Anti-Bribery%20
and%20Anti-Corruption%20Policy.pdf
https://www.hathway.com/assets/pdf/Policies/ESG%20 Policy.pdf
The details of the dates of the meetings, attendance and terms of
reference of the various Committees are disclosed in the Corporate Governance Report,
which forms part of the Annual Report.
22. VIGIL MECHANISM AND WHISTLE BLOWER
POLICY
The Company promotes ethical behaviour in all its business activities.
Towards this, the Company has adopted a Vigil Mechanism and Whistle Blower Policy.
The Company's Ethics & Compliance Task Force (ECTF) oversees
and monitors the implementation of ethical business practices in the Company. ECTF
evaluates complaints and incidents of suspected or actual violations of the Code of
Conduct and reports them to the Audit
Committee every quarter.
Employees are required to report actual or suspected violations of
applicable laws and regulations and the Code of Conduct. Such genuine concerns (termed
Reportable Matter) disclosed as per Policy are called "Protected Disclosures"
and can be raised by a Whistle-blower through an e-mail or dedicated telephone line or a
letter to the ECTF or to the Chairman of the Audit Committee.
As on the date of this Report, the Vigil Mechanism and Whistle Blower
Policy was updated and the said Policy is available on the Company's website and can
be accessed at https://www.hathway.com/policiesPDF/
Vigil%20Mechanism%20and%20Whistle-Blower%20 Policy.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.
23. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED
The Company, being a Company providing Infrastructural facilities, is
exempted from the provisions of Section 186 of the Act relating to loan and guarantee
given, and security provided by the Company.
24. PREVENTION OF SEXUAL HARASSMENT AT
WORK PLACE
In accordance with the requirement of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and
Rules made thereunder, the Company has in place a policy which mandates no tolerance
against any conduct amounting to sexual harassment of women at workplace. The Company has
formed an Internal Complaint Committee to redress and resolve complaints pertaining to
sexual harassment in the workplace, which ensures a free and fair enquiry process with
clear timelines for resolution. There were no cases / complaints filedor duringthe
yearunderreview material orders passed under the POSH Act.
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be disclosed under the
Act, is annexed herewith and marked as Annexure V to this report.
26. ANNUAL RETURN
The Annual Return of the Company as on March 31, 2025 is available on
the Company's website and can be accessed at https://www.hathway.com/documents/
Annual%20Report/Annual%20Return_2024%20-25.pdf
27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the names of the top 10 (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 info@hathway.net
28. GENERAL
The Board 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. the
iv) Significant Regulators or Courts or Tribunals which impact the going concern status
and the Company's operations in future. v) Fraud reported by the Auditors to the
Audit Committee or the Board of Directors of the Company. vi) Scheme of provision of money
for the purchase of its own shares by employees or by trustees for the benefit of
employees. vii) Payment of remuneration or commission from any of its holding or
subsidiary companies to the Managing Director of the Company. viii) Change in the nature
of business of the Company.
ix) Instances of transferring the funds to the Investor Education and
Protection Fund. x) Issue of debentures/ bonds/ warrants/ any other convertible
securities. xi) There is no proceeding pending under the Insolvency and Bankruptcy Code,
2016. xii) Instance of one-time settlement with any Bank or Financial Institution. xiii)
Statement of deviation or variation in connection with preferential issue.
29. ACKNOWLEDGEMENT
The Board of Directors of the Company wish to place on record their
deep sense of appreciation for the committed services by all the Company's
Executives, Staff and Employees.
The Board of Directors of the Company would also like to express their
sincere appreciation for the assistance and co-operation received from the Financial
Institutions, Banks, Government Authorities, Customers, Vendors and Members during the
year under review.
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For and on behalf of the Board |
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Viren Raheja |
Saurabh Sancheti |
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Non-Executive Director |
Non-Executive Director |
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DIN 00037592 |
DIN 08349457 |
| Place: Mumbai |
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| Date: April 22, 2025 |
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Registered Office |
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| 802, 8th Floor, Interface-11, Link Road, |
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| Malad (West), Mumbai 400064 |
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| CIN: L64204MH1959PLC011421 |
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| Website: www.hathway.com |
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| E-mail: info@hathway.net |
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| Tel.: +91 22 4054 2500 |
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