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Directors Report of Hathway Bhawani Cabletel & Datacom Ltd.

Mar 31, 2015

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-à-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


Mar 31, 2014

Dear Members,

The Directors take the pleasure of presenting the Thirtieth Annual Report of your Company together with the Audited Statement of Accounts for the financial year ended March 31, 2014.

Financial Highlights

The Financial Results of the Company for the year ended March 31, 2014 are given below:

(Rs. In Lacs) Consolidated Standalone Particulars 2013-14 2012-13 2013-14 2012-13

Operating & Other Income 1638.33 1831.62 1548.22 1747.44

Earnings before interest, depreciation, (261.99) (39.65) (253.29) (37.68) amortization & taxes

Interest 3.09 3.46 3.09 3.28

Depreciation & Amortization 108.96 106.90 78.13 76.04

Prior period adjustments & 0.87 (16.27) 0.87 (16.15) Exceptional Items

Minority Interest 19.42 16.16 - -

Excess/Short provision for taxation - (11.50) - (11.51) in earlier years

Provision for Taxation 3.85 (5.25) (3.85) (5.25) Current Tax & Deferred Tax

Net Profit / Loss (385.55) (110.83) (365.42) (94.09)

Business Operations

During the year under review, the total income of your Company decreased to Rs. 1548.22 Lacs as compared to last year''s income of Rs. 1747.44 Lacs on standalone basis. During the year under review the Company incurred a net loss of Rs. 365.42 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.

Consolidated Financial Statements

Pursuant to Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS - 23 on the Accounting for Investments in Associates and Accounting Standard AS - 27 on Accounting on Joint Ventures, issued by The Institute of Chartered Accountants of India, the Audited Consolidated Financial Statements are provided in this Annual Report.

Dividend

In view of the conservative approach, your Directors express their inability to declare any dividend for the year under review. Several measures are being taken towards increasing the revenue and cost control and more particularly to reduce the administration and other costs and to improve the profitability.

Business Prospects & Management Discussion and Analysis Report

During the year under review, your Company has undertaken various steps to expand its Cable TV and Internet Service Provide (ISP) business. One of the step is the successful implementation of Digital Addressable System (DAS) as notifed by Telecom Regulatory Authority of India (TRAI). The primary means for distributing television services in a predominantly urban landscape will be cable. Digitalization, that was mandated by the Cable Television Network Regulation (Amendment) Act, 2011, contemplates a phased roll out of DAS commencing November 2012 through to December 2014.

Your Company has successfully implemented the DAS plan, and has also undertaken to expand ISP business.

The performance of your Company covering various aspects of the business operations for the year ended March 31,2014 and prospects for the Company''s business in the future has been dealt with at length in a separate section titled "Management Discussion and Analysis Report" forming part of the Corporate Governance Report.

Corporate Governance

As stipulated by Clause 49 of the Listing Agreement, a report on Corporate Governance is given herewith and forms part of this report. A Certificate from M/s. Rathi & Associates, Company Secretaries, regarding compliance of the conditions of Corporate Governance as required under the aforesaid Clause, also forms part of this report.

Personnel

There are no employees who are falling within the ambit of the provision of Section 217(2A) of the Companies Act, 1956, who are drawing a remuneration of Rs.5,00,000/- per month, if employed for part of the year or Rs.60,00,000/- per annum if employed throughout the year.

Directors

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Kuldeep Puri, Director would retire by rotation at the ensuing Annual General Meeting. Being eligible, Mr. Kuldeep Puri has offered himself for reappointment.

Pursuant to provisions of Section 149, Section 150, and Section 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013, Mr. Dilip Worah, Mr. L.K. Kannan and Mr. Hetal Thakore are proposed to be appointed as Independent Directors to hold office upto 09th September 2019 and their term of appointment will not be liable to retirement by rotation.

A brief profile of the aforesaid Directors seeking appointment/reappointment at the ensuing Annual General Meeting forms part of this Directors'' Report.

To enable the Company to obtain their continued valuable direction, guidance and assistance in the conduct of the affairs of your Company, the Board recommends their reappointment.

Mr. Jagdishkumar G. Pillai tendered his resignation with effect from 11th March, 2014. Mr. Samson Jesudas was appointed as Joint Managing Director of the Company with effect from 12th March, 2014. The term of Mr. Kuldeep Puri as Managing Director of the Company came to an end on 31 st May, 2014 and he has been designated as Non Independent Non Executive Director on the Board of Company.

Fixed Deposits

The Company has not accepted any deposits during the year, within the meaning of Section 58A of the Companies Act 1956 and rules made thereunder.

Subsidiary Companies

Pursuant to the Circular No. 51/12/2007- CL-III dated February 8, 2011, the Board of Directors of the Company have consented in their meeting held on August 11, 2014 that the Company will not attach the balance sheet of the subsidiary companies and has complied with the conditions stated in the afore-stated circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and that of the respective subsidiary companies. The consolidated financial statements presented by the Company include financial results of its subsidiary companies.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Considering the nature of operations of the Company, your Directors have nothing to state as regards the requirement of disclosures in terms of Section 217(1) (e) of the Companies Act, 1956, pertaining to the conservation of energy and technology absorption.

During the period under review, your Company has neither earned any foreign exchange earning nor incurred any expenses in the foreign exchange.

Directors'' Responsibilities Statement

Your Directors in compliance with Section 217(2M) of the Companies Act, 1956 confirms that in the preparation of the Annual Accounts for the year ended March 31, 2014:

(a) the applicable Accounting Standards has been followed along with proper explanation relating to material departures, if any;

(b) the Company has selected such accounting policies and applied them consistently and 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 on March 31, 2014 and of the profit/loss of the Company for the year;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Annual Accounts of the Company has been prepared on a going concern basis.

Auditors

M/s. G. M. Kapadia & Co, Chartered Accountants who have been appointed as the Statutory Auditors of the Company at the last Annual General Meeting, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommends their re-appointment.

Comments on Auditors'' Report

In relation to the matters dealt with by the Auditors in the Audit Report we state with respect to the observation in annexure (i) (b) regarding physical verification of distribution equipments, your directors clarify that these will be physically verified. In respect of the Cable TV and Internet Access Devices, the Company has reconciled the book stock with physical stock and there was no significant difference, which though not dealt with in the books of accounts does not have any material impact, in respect of the internal control relating to revenue recognition, the Company is taking due steps in this regards.

Acknowledgements

Your Directors takes this opportunity to place on record a sincere appreciation and thanks to its stakeholders including subscribers, shareholders, bankers and employees for their excellent and valuable contribution and support towards progress of the organisation.

FOR AND ON BEHALF OF THE BOARD

Place: Mumbai Dated: August 11,2014 Chairman


Mar 31, 2013

Dear Members,

The Directors take the pleasure of presenting the Twenty Ninth Annual Report of your Company together with the Audited Statement of Accounts for the financial year ended March 31, 2013.

Financial Highlights

The Financial Results of the Company for the year ended March 31, 2013 are given below:

(Rs. In Lacs)

Consolidated Standalone

Particulars_ 2012-13 2011-12 2012-13 2011-12

Operating & Other Income 1831.62 1651.98 1747.44 1576.60

Earnings before interest, depreciation,

amortization & taxes (39.65) 238.91 (37.68) 243.24

Interest 3.46 2.85 3.28 1.90

Depreciation & Amortization 106.90 109.96 76.04 78.99

Prior period adjustments &

Exceptional Items 16.27 (15.34) (16.15) (15.34)

Minority Interest 16.16 17.84 - -

Excess/Short provision for taxation

in earlier years (11.50) 2.07 (11.51) 2.07

Provision for Taxation

Current Tax & Deferred Tax (5.25) 24.37 (5.25) 24.37

Net Profit (110.83) 97.15 (94.09) 151.25

Business Operations

During the year under review, the total income of your Company increased to Rs 1747.44 Lakhs as'' compared to last year''s income of Rs. 1576.60 Lakhs on standalone basis. During the year under review the Company incurred a net loss of Rs. 110.83 lakhs due to steep increase in operating expenses 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.

Consolidated Financial Statements

Pursuant to Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS - 23 on the Accounting for Investments in Associates and Accounting Standard AS - 27 on Accounting on Joint Ventures, issued by The Institute of Chartered Accountants of India, the Audited Consolidated Financial Statements are provided in this Annual Report.

Dividend

In view of the conservative approach your Directors express their inability to declare any dividend for the year under review. Several measures are being taken towards increasing the revenue and cost control and more particularly to reduce the administration and other costs and to improve the profitability.

Business Prospects & Management Discussion and Analysis Report

During the year under review, your Company has undertaken various steps to expand its Cable TV and ISP business. During the last year the Telecom Regulatory Authorities of India (TRAI) recommended a digitalization plan to the Ministry of Information & Broadcasting (MIB) that involves introduction of digital cable services across India. The MIB has since notified the implementation Digital Addressable System (DAS) throughout the country in four phases .commencing from November 2012 and completion by the year 2014. The primary means for distributing television services in a predominantly urban landscape will be cable. Digitalization that was mandated by the Cable Television Network Regulation (Amendment) Act, 2011, contemplates a phased roll out of Digital Addressable System (DAS) commencing November 2012 through to December 2014

Your Company has successfully implemented the DAS plan. Your Company has also undertaken to expand ISP business.

The performance of your Company covering various aspects of the business operations for the year ended March 31, 2013 and prospects for the Company''s business in the future has been dealt with at length in a separate section titled "Management Discussion and Analysis Report" forming part of the Corporate Governance Report.

Corporate Governance

As stipulated by Clause 49 of the Listing Agreement, a report on Corporate Governance is given herewith and forms part of this report. A Certificate from M/s. Rathi & Associates, Company Secretaries, regarding compliance of the conditions of Corporate Governance as required under the aforesaid Clause, is also forms part of this report.

Personnel

There are no employees who are falling within the ambit of the provision of Section 217(2A) of the Companies Act, 1956, who are drawing a remuneration of Rs.5,00,000/- per month, if employed for part of the year or Rs.60,00,000/- per annum if employed throughout the year.

Directors

Mr. Jagdish Kumar G. Pillai was appointed as an additional director on the Board of Directors of your Company with effect from 22nd December 2012. The Company has received the notice along with requisite deposit, from a member of the Company pursuant to Section 257 of the Companies Act, 1956 proposing the candidature of Mr. Jagdish Kumar G. Pillai for the office of Director of the Company.

Mr. Hetal Thakore was appointed as an additional independent director on the Board of Directors of your Company with effect from 28th May 2013. The Company has received the notice along with requisite deposit, from a member of the Company pursuant to Section 257 of the Companies Act, 1956 proposing the candidature of Mr. Hetal Thakore for the office of Director of the Company.

Pursuant to the provisions of Section 255 read with Section 256 of the Companies Act, 1956, Mr. L. K. Kannan and Mr. Milind Karnik, Directors would retire by rotation at the ensuing Annual General Meeting. Being eligible, Mr. L. K. Kannan and Mr. Milind Karnik have offered themselves for reappointment.

Mr. Kuldeep Puri was reappointed as a Managing Director of the Company w.e.f. from June 1, 2013 for a period of one year, subject to the approval of shareholders.

Mr. K. Jayaraman and Mr. Krishna Parolia ceases to be Directors of the Company w.e.f. 28"'' May 2013.

As required, the requisite details of Directors seeking appointment/re-appointment are included in this Annual Report.

To enable the Company to obtain their continued valuable direction, guidance and assistance in the conduct of the affairs of your Company, the Board recommends their reappointment.

Audit Committee

Pursuant to the provisions of Section 292Aofthe Companies Act, 1956, an Audit Committee has been set up which presently comprises of 3 members, namely Mr. Milind Karnik, Mr. Dilip Worah and Mr. L. K. Kannan, Directors of the Company. Mr. Dilip Worah is the Chairman of the Committee. The terms of reference of the said committee is in accordance with the requirements of the provision of the said Section 292A and the Listing Agreement.

Subsidiary Companies

Pursuant to the Circular No. 51/12/2007- CL-III dated February 8, 2011, the Board of Directors of the Company have consented in their meeting held on May 28, 2013 that the Company will not attach the balance sheet of the subsidiary companies and has complied with the conditions stated in the afore-stated circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and that of the respective subsidiary companies. The consolidated financial statements presented by the Company include financial results of its subsidiary companies.

to the conservation of energy and technology absorption.

During the period under review, your Company has neither earned any foreign exchange earning nor incurred any expenses in the foreign exchange.

Directors'' Responsibilities Statement

Your Directors in compliance with Section 217(2AA) of the Companies Act, 1956 confirms that in the preparation of the Annual Accounts for the year ended March 31, 2013:

(a) the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

(b) the Company has selected such accounting policies and applied them consistently and 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 on March 31, 2013 and the profit of the Company for the year;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Annual Accounts of the Company has been prepared on a going concern basis.

Auditors

M/s. G. M. Kapadia & Co, Chartered Accountants who have been appointed as the Statutory Auditors of the Company at the last Annual General Meeting, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommends their re-appointment.

Comments on Auditors'' Report

In relation to the matters dealt with by the Auditors in the Audit Report we state with respect to the observation in annexure (i) (b) regarding physical verification of distribution equipments your directors clarify that these will be physically verified. In respect of the Cable TV and Internet Access Devices, the Company has reconciled the book stock with physical stock and there was no significant difference, which though not dealt with in the books of accounts does not have any material impact. In respect of the internal control relating to revenue recognition the company is taking due steps in the regards.

Acknowledgements

Your Directors takes this opportunity to place on record a sincere appreciation and thanks to its stakeholders including subscribers, shareholders, bankers and employees for their excellent and valuable contribution and support towards progress of the organization.

FOR AND ON BEHALF OF THE BOARD

Place: Mumbai Jagdish Kumar G Pillai

Dated: May 28, 2013 Chairman


Mar 31, 2010

The Directors take the pleasure of presenting the Twenty Sixth Annual Report of your Company together with the Audited Statement of Accounts for the financial year ended March 31, 2010.

Financial Highlights (Rs. In Lacs)

Particulars 2009-2010 2008 -2009

Operating & Other Income 1230.04 1227.21

Gross Operating Profit before interest, depreciation,

amortisation & taxes 79.72 98.55

Interest 779 5.01

Depreciation/Amortisation 77.75 76.36

Deferred Taxes (9.84) (6.38)

Fringe Benefit Tax - 2.65

Net Profit / (Loss) 4.01 20.91

Profit/Loss carried to balance sheet after adjustments (506.82) (521.63)

Business Operations

During the year under review, the total income of your Company increased to Rs 1230.04 Lacs as compared to last years income of Rs. 1227.21 Lacs. There is a fall in Gross operating Profit due increase in pay channel costs, ISP access expense and other operational expenses. The operating profits reduced to Rs. 79.72 Lacs as against Rs. 98.55 Lacs in previous financial year.

Dividend

In view of the insufficient profits and the accumulated losses, your Directors express their inability to declare any dividend for the year under review. Several measures are being taken towards increasing the revenue and cost control and more particularly to reduce the administration and other costs and to improve the profitability.

Business Prospects & Management Discussion and Analysis Report

During the year under review, your Company has undertaken various steps to expand its Cable TV and ISP business. Your Company has also undertaken concrete steps to increase the average revenue per subscriber.

The performance of your Company covering various aspects of the business operations for the year

ended 31st March, 2010 and prospects for the Companys business in the future has been dealt with at length in a separate section titled "Management Discussion and Analysis Report" forming part of the Corporate Governance Report.

Corporate Governance

As stipulated by Clause 49 of the Listing Agreement, a report on Corporate Governance is given herewith and forms part of this report. A Certificate from M/s. G. M. Kapadia & Co, the Statutory Auditors of your Company regarding compliance of the conditions of Corporate Governance as required under the aforesaid Clause, is also forms part of this report.

Personnel

There are no employees who are falling within the ambit of the provision of Section 217(2-A) of the Companies Act, 1956, who are drawing a remuneration of Rs.2,00,000/- per month, if employed for part of the year or Rs.24,00,000/- per annum if employed through out the year.

Directors

Mr. Dilip Worah and Mr. L. K. Kannan, Directors of your Company are retiring at the ensuing General Meeting and have offered themselves for reappointment. Mr. Kuldeep Puri was reappointed as a Managing Director of the Company w.e.f. from June 1, 2010 for a period of three years, subject to the approval of shareholders.

To enable the Company to obtain their continued valuable direction, guidance and assistance in the conduct of the affairs of your Company, the Board recommends their reappointment.

Audit Committee

Pursuant to the provisions of Section 292A of the Companies Act, 1956, an Audit Committee has been set up which presently comprises of 3 members, namely Mr. Milind Karnik, Mr. Dilip Worah and Mr. L. K. Kannan, Directors of the Company. Mr. Dilip Worah is the Chairman of the Committee. The terms of reference of the said committee is in accordance with the requirements of the provision of the said Section 292A and the Listing Agreement.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The requirement of disclosures in terms of Section 217(1)(e) of the Companies Act, 1956, pertaining to the conservation of energy and technology absorption is not applicable to the Company due to the very nature of the industry in which it operates.

During the period under review, your Company has neither earned any foreign exchange earning nor incurred any expenses in the foreign exchange.

Directors Responsibilities Statement

Your Directors in compliance with Section 217(2AA) of the Companies Act, 1956 confirms that in the preparation of the Annual Accounts for the year ended March 31, 2009:

(a) the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

(b) the Company has selected such accounting policies and applied them consistently and 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 on March 31, 2010 and the profit of the Company for the year;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Annual Accounts of the Company has been prepared on a going concern basis.

Auditors

M/s. G. M. Kapadia & Co, Chartered Accountants who have been appointed as the Statutory Auditors of the Company at the last Annual General Meeting, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommends their re-appointment.

Comments on Auditors Report

In relation to the matters dealt with by the Auditors in the Audit Report we state with respect to the observation in annexure (i) (b) regarding physical verification of distribution equipments your directors clarify that these will be physically verified. In respect of the Cable TV and Internet Access Devices, the Company has reconciled the book stock with physical stock and there was no significant difference, which though not dealt with in the books of accounts does not have any material impact.

Acknowledgements

Your Directors takes this opportunity to place on record a sincere appreciation and thanks to its stakeholders including subscribers, shareholders, bankers and employees for their excellent contribution and support towards progress of the organisation.

FOR AND ON BEHALF OF THE BOARD



Place: Mumbai K.JAYARAMAN

Dated: August 14, 2010 Chairman

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