Directors Report of Catvision Ltd.

Mar 31, 2024

Your Directors take pleasure in presenting their 39th Annual Report covering the business and
operations and Audited Financial Statement of your Company for the financial year ended on 31st
March, 2024.

1. Financial Highlights:

The highlights of the financial statement of your Company for the year under review along with
previous year''s figures are given as under:

Particulars	Standalone		Consolidated
	Year Ended 31.03.2024	Year Ended 31.03.2023	Year Ended 31.03.2024	Year Ended 31.03.2023
Total Revenue	2,058.75	2,208.33	2,058.75	2,208.33
Earnings Before Interest, Depreciation, Taxation and Amortization (EBIDTA)	36.23	102.42	36.23	102.42
Interest	(2.33)	(42.44)	(2.33)	(42.44)
Depreciation	(69.46)	(83.92)	(69.46)	(83.92)
Exceptional Item	648.99	(46.68)	648.99	(46.68)
Profit Before Tax	613.43	(70.63)	613.43	(70.63)
Share of Profit in Joint Venture	-	-	(9.98)	(16.25)
Provision for Current Tax	(23.01)	-	(23.01)	-
Provision for Deferred Tax	19.45	(0.48)	19.45	(0.48)
Profit After Tax	609.86	(71.11)	599.88	(87.36)

2. Quarter wise performance:

£ 700 =) H O ''uT 500 lu .c ^ g 300 m iZ £ § 100 r 1— -100 Tot	2023-24 II II II
	Q1 al Revenue Total Exp	Q2 enditure ¦ Profit/Loss	Q3 \fter Tax	Q4

3. Results of operations:

The financial statements of the Company have been prepared in accordance with Ind AS and as
per the Companies (Indian Accounting Standards) Rules, 2015 as amended and notified under

Section 133 of the Companies Act, 2013 (hereinafter referred to as the ‘Act'') and other relevant
provisions of the Act.

(a) Standalone Results:

In the financial year 2023-2024 total revenue of your Company was Rs 2,058.75 lacs as compared
to the last year of Rs. 2,208.33 lacs, a slight decline in comparison with the previous year. During
the financial year 2023-24 the Company incurred operational loss of Rs. 35.56 lacs, though overall
profit after tax generated during the financial year 2023-24 was Rs. 609.86 lacs which includes Rs.
648.99 lacs capital gain resulted from the sale of Land & Building.

(b) Consolidated Results:

On a consolidated basis, the gross total revenue of the Company was Rs. 2,058.75 lacs as
compared to Rs. 2,208.33 lacs in the previous year. During the financial year 2023-24, the Company
incurred an operational loss of Rs. 45.54 lacs (includes loss incurred by Joint-venture Company) as
against the loss of Rs. 40.20 lacs during the previous year 2022-23.

4. Consolidated Financial Statements:

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(hereinafter referred to as the ‘Listing Regulations'') and applicable provisions of the Act read with
the Rules issued thereunder, the Consolidated Financial Statements of the Company for the
financial year ended 31st March, 2024, have been prepared in compliance with applicable
Accounting Standards and on the basis of audited financial statements of the Company and its
Joint-venture Company.

The Consolidated Financial Statements together with the Auditor''s Report form part of this Annual
Report.

5. Dividend:

Due to the operational losses sustained by the Company during the financial year 2023-24, the
Board of Directors has determined that it is not feasible to declare a dividend for this period.
Consequently, no dividend has been recommended for the financial year 2023-24

6. Corporate Review:

Overview: The cable TV business continued its decline due to disruption of cable TV worldwide. Your
company decided to exit the GPON hardware business because of its commoditization. Cut-throat
competition between distributors of Chinese products has completely wiped-out profitability. This
kind of business does not play to Catvision''s strength which is mainly in execution of technology
projects. The hospitality business delivered a similar performance as the previous year. As a result,
even though the channel distribution business grew, the net turnover of your company declined
by about 7% year on year.

The company sold its office in Noida to meet net worth requirements of its channel distribution
business and moved to rented premises. The capital infusion has been invested in fixed deposits
and safe securities through Anand Rathi Wealth Management.

A division-wise performance is given below:

i. Cable TV & GPON: There is no fresh investment flowing to new or existing cable TV networks.
Hardware sales continued to decline. The GPON business of the company too declined due to
severe price competition from distributors of Chinese products. Due to complete absence of
profits your company decided to exit the GPON business.

The convergence of cable TV and broadband networks has created a good opportunity for
IPTV systems. Towards this end your company signed a partnership agreement with C-DOT for
IPTV. Execution of IPTV projects are better aligned with the company''s strengths. It is a niche
segment where the company can acquire leadership. To reflect this change in focus your
company has decided to rename this division as "IPTV Division".

ii. Hospitality Division: Sales and order booking were flat. However, there was growth in the "Build
& Operate" business. The number of properties where Catvision has an annual guest TV services
contract grew from 24 to 30, the revenue grew by 51%. This business is a profitable and recurring
business of your company. The IPTV collaboration with CDOT will impact your company''s hotel
business too since many hotels now prefer 2-way IPTV and OTT to 1-way DTH or cable TV.

iii. Channel Distribution: Due to the sole efforts of your company the policy announced by MIB on
Nov 2022 - which increased the net worth requirements per channel by 4 times, was reversed. It
was a critical break-through; without this reversal in policy your company would have struggled
to sustain this business. Now it opens the gateway to future growth. Your company sold its office
at Noida to further enhance its net worth so that it can add more channels to this profitable
business.

iv. Online Sales: Sales was flat in the year. Your company plans to add new products to this line.

7. Subsidiary/Associate/ Joint Venture Companies:

As at 31st March, 2024, the Company does not have any subsidiary. However, your Company has
50:50 Joint Venture with Unitron Group of Belgium under the name of Catvision Unitron Private
Limited. The joint venture company was created with an objective to design and develop new
products with advanced technologies and sell them to both the joint venture partners.

A separate statement containing the salient features of the financial statements of the joint
ventures of your Company is given in Form AOC-1 and forms part of this report. Pursuant to the
provisions of Section 136 of the Act, the Standalone Audited Financial Statements and
Consolidated Financial Statements along with the relevant documents forming part of the Annual
Report are available on the website of the Company at www.catvisionindia.com.

8. Public Deposits:

During the year under review, the Company has not accepted any Fixed Deposits from its
Members in accordance with the provisions of Sections 73 and 76 and other applicable provisions
of the Companies Act, 2013 ("the Act") and the Com
panies (Acceptance of Deposits) Rules, 2014.

9. Internal Financial Control Systems and their Adequacy:

Your Company has deployed adequate Internal Control Systems in place to ensure a smooth
functioning of its business. The processes and the systems are reviewed constantly and changed
to address the changing regulatory and business environment. The Control Systems provide a
reasonable assurance of recording the transactions of its operations in all material aspects and of
providing protection against misuse or loss of Company''s assets.

The existing internal control systems and their adequacy are frequently reviewed and improved
upon to meet the changing business environment. The Statutory Auditors as well as the internal
auditors periodically review the internal control systems, policies and procedures for their
adequacy, effectiveness and continuous operation for addressing risk management and
mitigation strategies.

10. Board Committees:

In compliance with the requirement of the Companies Act, 2013 and the Listing Regulations, your
Board has constituted various Board Committees including, Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship Committee. Details of the scope,
constitution, number of meetings held during the year under review along with attendance of the
Committee Members therein form part of the Corporate Governance Report annexed to this
report.

11. Policy on Directors'' Appointment and Remuneration:

The policy of the Company on directors'' appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a Director and other matters
provided under Section 134(3)(e) and 178(1) to (3) of the Act is available on the website of the
Company www.catvisionindia.com.

12. Directors and Key Managerial Personnel:

Board of Directors

During the period under review the Company has following persons as Directors of the
Company:

1	Mr. Syed Athar Abbas	Managing Director
2	Mrs. Hina Abbas	Whole Time Director
3	Mr. Sudhir Damodaran	Non-Executive-Non-Independent Director
4	Dr. Sunil Anand	Non-Executive-Independent Director
5	Mr. Jagdish Prasad	Non-Executive-Independent Director
6	Mr. Raman Rajiv Misra	Non-Executive-Non-Independent Director

Key Managerial Personnel

During the period under review the following person have been designated as the Key Managerial
Personnel of the Company in compliance to the provisions of Section 203 of the Act read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1	Mr. Syed Athar Abbas	Managing Director
2	Mrs. Hina Abbas	Whole Time Director
3	Mr. Dilip Das	Chief Financial Officer
4	Mr. Nitish Nautiyal	Company Secretary

13. Directors seeking Appointment / reappointment:

1. In accordance with the Act and the Articles of Association of your Company, Mr. Raman Rajiv
Misra (DIN: 01602244) (Non-Executive Director) retires by rotation at the forthcoming Annual
General Meeting and, being eligible, offers himself for re-appointment as the Director of the
Company.

2. We would like to inform you that Mr. Syed Athar Abbas (DIN: 00770259) was re-appointed as
Managing Director for a three-year term commencing 1st October, 2021, following shareholder
approval obtained at the Annual General Meeting held on 30th September, 2021. His current term
is set to conclude on 30th September, 2024.

In light of Mr. Abbas''s exceptional performance and significant contribution to the Company''s
growth, the Board, in its meeting held on 14th August, 2024, upon the recommendation of the
Nomination and Remuneration Committee and subject to shareholder approval, has resolved to
extend his appointment for an additional three-year term starting 1st October, 2024.

The terms of Mr. Abbas''s re-appointment, including salary and benefits, will adhere to Part II of
Section II of Schedule V of the Companies Act.

3. We wish to inform you that Mrs. Hina Abbas (DIN: 01980925) was re-appointed as Whole Time
Director of the Company for a three-year term starting 1st October, 2021. This appointment was
approved by the shareholders at the Annual General Meeting held on 30th September, 2021, with
her position being subject to retirement by rotation.

Following the recommendation of the Nomination and Remuneration Committee, the Board, in
its meeting held on 14th August, 2024, has resolved to re-appoint Mrs. Abbas as Whole Time
Director for an additional three-year term starting 1st October, 2024. This re-appointment will
commence upon the conclusion of her current term and will also be subject to retirement by
rotation. The terms of Mrs. Abbas''s re-appointment, including salary, allowances, perquisites, and
benefits, will be in accordance with the provisions outlined in Part II of Section II of Schedule V of
the Companies Act.

Brief resume of the directors seeking reappointment together with the nature of their expertise in
the specific functional areas, name of the companies in which they hold directorship, as required
in the Listing Regulations, is provided in the Notice to the AGM.

14. Board Effectiveness:

Your Company has adopted the Corporate Governance Guidelines which inter-alia, covers all
aspects relating to composition and role of the Board, Managing Directors, definition of
independence, Director''s terms, retirement age, and the Committee of the Board. They also cover
aspects relating to nomination, appointment, induction and development of Directors, Director''s
remuneration, Code of Conduct, Board Effectiveness and role of the Committee.

(i) Board Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, Board
Committees, and individual Directors pursuant to the provisions of the Act, Listing Regulations and
the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India
dated January 5^th, 2017.

In a separate meeting of independent directors held on 14th February, 2024, performance of non¬
independent directors, the Chairman of the Board as a whole was evaluated, taking into account
the views of executive directors and non-executive directors.

> The criteria for performance evaluation include the following:

a. Individual Director''s Performance Evaluation

Attendance at meetings and the extent of preparedness for meetings, participation and
contribution, independence of judgment, knowledge updating, initiatives taken, working
relationships and guidance to senior management and board members, expressing views,
understanding of the Company, industry, sector, geography, etc.

b. Evaluation of the Board as a Whole

Proper mix of competencies, experience and qualification, adoption of proper, clear and
transparent procedure to appoint directors, conducting meeting(s) on a regular basis,
confirming agenda with all relevant information, providing entrepreneurial leadership to the
Company, understanding of business, strategy and growth, responsibilities towards
stakeholders, risk management and financial controls, discussions through healthy debate,
quality of decision making, monitoring performance of management, reviewing the CSR
initiatives, grievance redressal mechanism, analyses and examines governance and
compliances related issues, maintaining high standards of integrity and probity, etc.

c. Performance Evaluation of Board Committees

Sufficiency in the scope for addressing the objectives, effectiveness in performing the key
responsibilities, adequacy in composition and frequency of meetings, quality of relationship of
the committee with the Board and the management, clarity of agenda being discussed,
discussion on critical issues, clarity of role and responsibilities, etc.

(ii) Nomination & Remuneration Policy:

In adherence to the provisions of Section 134(3) (e) and 178( 1) (3) of the Act, the Board has, on the
recommendation of the Nomination & Remuneration Committee, has framed a policy for
selection and appointment of Directors, Senior Management and their remuneration. The
Remuneration Policy is available on your Company''s website www.catvisionindia.com.

15. Change in the nature of Business:

During the year under review, there has been no change in the nature of business of the Company
and there are no material changes except as mentioned in point 28(viii) of this report which have
occurred during the year under review and the date of this Report.

16. Conservation of energy, technology absorption, and foreign exchange earnings and outgo:

(i) Conservation of Energy:

As a conscientious corporate entity, we recognize the critical role of sustainable practices and
their benefits for the environment. While our energy usage is relatively low due to the minimal
energy demands of our manufacturing processes, we are committed to reducing our energy
consumption and carbon footprint. We have taken several steps to achieve this, including
installing energy-efficient lighting, using renewable energy sources, and adopting smart
technology to enhance energy efficiency. Moreover, we actively educate and involve our
employees in energy-saving practices, promoting a culture of sustainability throughout our
organization.

(ii) Research and Development:

Catvision operates an in-house Multi Media Development Centre (MMDC) located in Noida,
dedicated to the development and support of our company''s manufactured and sold products.
The MMDC boasts a team of 5 exceptionally skilled and experienced engineers, committed to
delivering excellence in their field.

(ii) Technology Absorption, Adoption and Innovation:

Our company is dedicated to advancing technology through continuous absorption, adoption,
and innovation. We are constantly working to create new products, boost productivity, and
reduce product waste. To remain at the cutting edge, we utilize proven technologies tailored to
our customers'' specific needs. We also engage top-tier consultants and component suppliers to
ensure we deliver the highest quality and efficiency.

(iv) Foreign Exchange Earning and outgo:

Particulars	Year Ended 31.03.2024	Year Ended 31.03.2023
1. Foreign Exchange Inflow:
a) Exports & Merchant Trading	94.96	153.35
b) Services	909.44	632.23
2. Foreign Exchange Outflow:
a) Materials	408.78	482.53
b) Travelling & Other Expenses	9.75	2.45
c) Rent	-	-

17. Directors'' Responsibility Statement:

Pursuant to the provisions contained in Section 134(3)(c) of the Act, your Directors, to the best of
their knowledge and belief and based on the representation and compliance certificate received

from the Operating Management and after enquiry, pursuant to Section 134(5) of the Act, confirm
that:

• such accounting policies have been selected 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 your Company as on 31st March, 2024, and of the profit and loss of the Company
for the year ended on that date;

• proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of your Company and for preventing and
detecting fraud and other irregularities;

• the financial statements for the financial year ended 31st March, 2024, have been prepared on a
going concern basis;

• proper internal financial controls were in place and that such internal financial controls were
adequate and were operating effectively; and

• the systems to ensure compliance with the provisions of all applicable laws were in place and were
adequate and operating effectively.

18. Contracts or Arrangements or Transactions with Related Parties:

In accordance with the requirements of the Companies Act and Listing Regulations, your
Company has also adopted the Policy on Related Party Transactions and same is available on
website of the Company at www.catvisionindia.com.

All RPT entered into during the financial year 2023-24 were in the ordinary course of business and
were on at arm''s length basis and were placed before the Audit Committee for its approval.
During the year under review, there has been no materially significant related party transactions
by the Company as defined under Section 188 of the Act and Regulations 23 of the Listing
Regulations and accordingly no transactions are required to be reported in Form AOC-2 as per
Section 188 of the Companies Act, 2013.

19. Related Party transactions with person or entity belonging to promoter/promoters'' group:

Disclosure of transactions with any person or entity belonging to the promoter/promoters'' group
which holds 10% or more shareholding in the listed entity have been disclosed in the
accompanying financial statements.

20. Code of Conduct:

The Board of Directors has endorsed a Code of Conduct that applies to both the Board Members
and Senior Management of the Company. Emphasizing a "Zero Tolerance" policy towards bribery,
corruption, and unethical behavior, the Board has established specific guidelines to address such
issues. The updated Code of Conduct can be accessed on the Company''s website at
www.catvisionindia.com. This Code outlines the expected standards for business conduct,
focusing on integrity in the workplace, ethical business practices, and interactions with
stakeholders. As of 31st March, 2024, all Board Members and Senior Management have affirmed

their adherence to the Code. A declaration confirming this compliance, signed by the Managing
Director in accordance with Listing Regulations, is included in the Corporate Governance Report.

21. Prevention of Insider Trading:

The Company has adopted a policy to regulate, monitor and report trading by insiders under the
SEBI (Prohibition of Insider Trading) Regulations, 2015. This policy requires pre-clearance for dealing
in the company''s shares and prohibits the purchase or sale of Company shares by the Directors
and the designated employees while in possession of unpublished price sensitive information in
relation to the Company and during the period when the Trading Window is closed. The Board is
responsible for implementation of the policy.

22. Auditors and Auditors'' Qualification:

(() Statutory Auditors:

Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and Auditors)
Rules, 2014, as amended from time to time, M/s GD Pandit & Co., Chartered Accountants (Firm
Registration No. 00167N) were re-appointed as Statutory Auditors of the Company from the
conclusion of 37th Annual General Meeting (AGM) held on 5th September, 2022, till the conclusion
of 40th AGM of the Company to be held in the year 2025, but, the Auditors have shown their
inability to continue as Statutory Auditors of the Company due to preoccupation and has
tendered their resignation on 14th August, 2024 to the Board of Directors.

The Board of Directors, on the recommendation of the Audit Committee, recommended for the
approval of the Members, the appointment of M/s G S P T & Associates LLP, Chartered
Accountants (Firm Registration No. 029722N/N500401), as the Auditors of the Company for a period
of two years from the conclusion of the ensuing AGM till the conclusion of the 41st AGM. Resolution
seeking approval of the members for the appointment of M/s G S P T & Associates LLP as the
Statutory Auditors forms part of the Notice convening the 39th AGM of the Company.

The Auditors'' Report on the financial statements for the financial year ended 31st March, 2024,
does not contain any qualification, observation, emphasis of matter of adverse remark and
doesn''t contain any instances of fraud as mentioned under Section 143 of the Act. The Auditors''
Report is enclosed with the financial statements as a part of this Annual Report.

(ii) Secretarial Auditors:

During the year under review the Secretarial Audit of your Company was carried out by M/s
Pramod Kothari & Co., a practicing firm of Company Secretaries holding Practicing No. 11532 in
compliance with Section 204 of the Companies Act, 2013, and their unqualified Secretarial Audit
report forms part of this Report which is given in Form No. MR-3 is annexed as ‘Annexure A''.

23. Reporting of Fraud by Auditors:

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported
any instances of frauds committed by the Company, by its officer or employees to the Audit

Committee under Section 143(12) of the Act, including rules made there under (if any) details of
which needs to be mentioned in this Report.

24. Business Risk Management:

Your Company acknowledges that risk is a fundamental aspect of business operations and, as
such, is committed to managing all risks in a proactive and effective manner. To safeguard
shareholders and other stakeholders, and to ensure the achievement of its business goals and
sustainable growth, the Company takes necessary measures to address and mitigate these risks.
The management team regularly evaluates both internal and external risks and integrates
appropriate risk management strategies into its business planning and operations. According to
the Board of Directors, no risks currently pose a threat to the Company''s existence. The Company
is confident that its exposure to current and future risks remains within its risk tolerance capacity.

25. Management Discussion and Analysis:

Information of the operation and financial performance, others, is given in the Management
Discussion and Analysis report which is annexed to this Report and has been prepared in
accordance with Regulation 34 and Schedule V of the Listing Regulations.

26. Depository System:

Trading in Equity Shares of your Company in the dematerialized form is compulsory for all
shareholders with effect from 25^th September 2000 in terms of the notification issued by the
Securities and Exchange Board of India (SEBI). The Equity Shares of the Company are available for
dematerialization with the National Securities Depository Ltd. (NSDL) and Central Depository
Services (India) Ltd. (CDSL) under ISIN No. INE 660B01011.90% of the Equity Shares of the Company
are in the demat form as on 31st March, 2024.

27. Listing of Shares:

The equity shares of the Company are listed on the Bombay Stock Exchange. The listing fee for the
year 2024-25 has already been paid.

28. Statutory Disclosures:

(i) Particulars of Loans, Guarantees or investments:

Details of loans, guarantees and investments under the provisions of Section 186 of the Companies
Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31st March,
2024, are set out in Notes to the financial statements of the Company.

(i) Vigil Mechanism / Whistle Blower Policy:

The Company has implemented a robust vigil mechanism overseen by the Audit Committee. As
part of this mechanism, the Chairperson of the Audit Committee has been appointed as the
Ombudsman responsible for overseeing the vigil process. The policy outlines a formal framework
for directors and employees to report any genuine concerns or grievances related to unethical
behavior, actual or suspected fraud, or violations of the Company''s Code of Business Conduct

and Ethics policy. The Company has also provided direct access to the Chairperson of the Audit
Committee on reporting issues concerning Company. This Policy is amended from time to time to
make it in line with the amendments to the SEBI (Listing Obligations and Disclosure Requirements)
Regulations and SEBI (Prohibition of Insider Trading) Regulations. Further details are available in the
Report on Corporate Governance that forms part of this Annual Report.

(ii) Board Meetings and Annual General Meeting

During the financial year 1st April, 2023 to 31st March, 2024, 4 (four) Board Meetings and 4 (four)
Audit Committee Meetings were held. The details of meetings including dates of meetings
indicating the number of meetings attended by each director are given in the Corporate
Governance Report. The 38th Annual General Meeting (AGM) of the Company was held on 21st
September, 2023. All the Meetings of the Board of Directors, Committees of the Board and
Shareholders were held in accordance with the guidelines issued by the Ministry of Corporate
Affairs, Government of India from time to time.

(iv) Corporate Governance:

Pursuant to regulation 15(2) of SEBI (LODR) Regulation 2015, provisions related to corporate
governance viz: Regulation 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i)
and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (LODR)
Regulation 2015 are not applicable on Catvision Limited ("the Company") as the paid up Equity
Share Capital of the Company does not exceed Rs. 10 Crore and Net worth does not exceed Rs.25
Crore as on 31st March, 2024. Non-applicability Certificate with regard to above has been duly
submitted to stock exchange.

The Company imbibes the good Corporate Governance practices in its culture and accordingly,
voluntarily attaching with this report the Report on Corporate Governance for the financial year
ended 31st March, 2024.

(v) Secretarial Standards:

The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that
such systems are adequate and operating effectively.

(v) Extract of Annual Return:

Pursuant to the provisions of Section 134(3)(a) and 92(3) of the Act read with Rule 12(1) of the
Companies (Management and Administration) Rules, 2014, as amended, the Annual Return of the
Company will be available on the website of the Company and can be accessed through the
following link https://catvisionindia.com/investors/.

(vii) Significant and Material Orders passed by the Regulators or Courts or Tribunal:

There are no significant material orders passed by the Regulators/Courts/Tribunal impacting the
going concern status of the Company and its future operations.

(viii) Material Changes and Commitments:

In August, 2023, the management of the company made a strategic decision to sell the leasehold
land and building premises located E-14 & E-15, Sector-8, Noida, to strengthen companies''

financial position. Considering the favorable Real Estate market conditions in Noida, management
decided to monetize aforesaid building premises, and to utilize the proceeds for future expansion
plan. The decision taken by the management was in the overall best interest of all the stakeholders.
Sale of the said Building Premises did not have any impact on the Company''s existing business, as
the company has also entered into agreement for availing the said building premises on lease.
From this sale transaction, Company unlocked its Net worth and made capital gain of Rs. 648.99
Lacs.

(ix) The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013:

The Company has zero tolerance for sexual harassment at workplaces and has in place an Anti¬
Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Work
Place (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under. An internal
complaints Committee has been set up to redress complaints received regarding sexual
harassment. All the employees (permanent, contractual, temporary, trainees) are covered under
this policy. No complaints pertaining to sexual harassment were received during the financial year
2023-24.

(x) Particulars of Employees and Related Disclosures:

Disclosures with respect to the remuneration of Directors and employees as required under Section
197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 has been appended as ‘Annexure B'' to this Report. The information required
pursuant to Section 197 of the Act read with Rule 5(2) & (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of your Company is
available during business hours on working days up to the date of the ensuing Annual General
Meeting. If any member is interested in obtaining a copy thereof, such member may write to the
Company Secretary, whereupon a copy would be sent.

As required under Section 197(12) of the Act and Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement containing the details of the top
ten employees in terms of remuneration drawn is enclosed.

(x) Change in Share Capital:

There has been no change in the capital structure of the Company during the year under review.

(xii) Transfer to Reserve:

During the year under review no amount was proposed to be transferred to General Reserve.

(xiii) Declaration by Independent Directors:

The Company has received necessary declaration from each independent director under Section
149(7) of the Act, that they meet the criteria of independence laid down in section 149(6) of the
Act and Regulation 25 of the Listing Regulations.

29. Green Initiatives:

Electronic copies of the Annual Report 2023-24 and Notice of the Annual General Meeting are
sent to all members whose email address are registered with the Company/ Depository

Participant(s). Pursuant to General Circular No. 14/2020 dated April 8, 2020, General Circular No.
17/2020 dated April 13, 2020 and General Circular No. 20/2020 dated May 5, 2020 General Circular
No. 19/2021 dated December 8, 2021, General Circular No. 21/2021 dated December 14, 2021,
General Circular No. 02/2021 dated January 13, 2021, General Circular No.02/2022 dated May 5,
2022 , General Circular No. 10/2022 dated December 28, 2022 and General Circular No. 09/2023
dated September 25, 2023 issued by the Ministry of Corporate Affairs, Govt. of India and Circular
No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and Circular No. SEBI/HO/CFD/
CMD2/CIR/P/2021/11 dated January 15, 2021, Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62
dated May 13, 2022, Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 and
SEBI/HO/CFD/CFD-PoD2/P/CIR/2023/167 dated October 7, 2023 issued by SEBI, such statements
shall be sent only by email to the members and to all other persons so entitled.

In view of the above, Company requests the members to register your email addresses which will
facilitate the Company for sending Annual Report, Notice of General Meeting and any other
important communications electronically.

30. Acknowledgement and Appreciation:

The Directors wish to extend their sincere appreciation to all stakeholders—including shareholders,
customers, suppliers, contractors, bankers, government authorities, and international business
partners—for their continued cooperation, assistance, and support throughout the year.

We also acknowledge and commend the significant contributions of our management and
employees at all levels. The Board values and appreciates the contributions of every member of
the Catvision family.

For and on behalf of the Board of Directors

Syed Athar Abbas Hina Abbas

Managing Director Whole Time Director

(DIN:00770259) (DIN:01980925)

Place: Noida

Date: 14th August, 2024

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report together with the Audited Accounts and Auditors' Report of your company for the Financial Year ended on 31st March, 2015.

1. Financial Highlights:

The highlights of the financial results of your company are as under:

Standalone

Year Ended Year Ended 31.03.15 31.03.14

Total Revenue 3272.05 3327.13

Earnings Before Interest, Depreciation, Taxation and Amortization (EBIDTA) 184.15 193.77

Interest and Finance Charges (56.46) (67.27)

Depreciation (70.54) (56.95)

Profit Before Tax 57.15 69.91

Provision for Tax -Current year (20.70) (20.63)

Provision for (Deferred Tax)/ Assets 15.40 6.61

Profit After Tax 51.85 55.89

Appropriation:

Balance carried over to Balance Sheet 51.85 55.89

Consolidated

Year Ended Year Ended 31.03.15 31.03.14

Total Revenue 3298.22 3327.18

Earnings Before Interest, Depreciation, Taxation and Amortization (EBIDTA) 188.03 180.69

Interest and Finance Charges (56.96) (67.34)

Depreciation (86.94) (57.19)

Profit Before Tax 44.13 56.16

Provision for Tax -Current year (20.70) (20.63)

Provision for (Deferred Tax)/ Assets 15.40 6.61

Profit After Tax 38.83 42.14

Appropriation:

Balance carried over to Balance Sheet 38.83 42.14

2. Results of operations:

(a) Standalone Results:

The gross turnover for the year under review was ' 3272.05 lacs as compared to Rs. 3327.13 lacs for the last year resulting a marginal decline of 0.98% over last year. The operating EBIDTA was Rs. 184.15 lacs as compared to Rs. 193.77 during the last financial year. The marginal decline was primarily caused due to the deferment of the digitization programme of cable TV by the Government of India.

(b) Consolidated Results:

The consolidated turnover and consolidated EBIDTA was Rs. 3298.22 and Rs. 188.03 respectively as compared to Rs.3327.18 and Rs. 180.69 for the last year.

In accordance with the Accounting Standards AS-21, on Consolidated Financial Statements, read with Accounting Standard AS-23 on Accounting for Investment in Associates and AS-27 on Financial Reporting on Investment in Joint Ventures, the audited Consolidated Financial Statements are provided in the Annual Report.

3. Dividend:

Keeping in view of the funds requirement, especially for digital and set top boxes business, your Board of Directors are of the view that the current year's profits be ploughed back into the operations and hence do not recommend any dividend payment for the financial year ended 31st March, 2015. However, the Board of Directors of your company is quite confident to deliver growth and enhance shareholders' value in the coming years.

4. Corporate Review:

Your company has two business divisions. The division-wise performance of the company is as follows:

(i) CATV Division:

This division sells CATV equipment to cable TV operators and multi system operators (MSOs). During the year under review, this division supplied, installed and commissioned digital head-end systems to various cable operators across the country and was able create its pan-India presence for digital headend and digital products especially for phase 3 & 4 markets which are the prime markets for your company. The company was expecting to do much better in the financial year under review in this division but due to deferment of digitalization it has fallen short in the overall revenue that was projected for this financial year. However, during the year under review, this division recorded a growth of 18.02% over the last year.

(ii) Hotel Systems Division:

This division primarily addresses the hospitality sector, providing solutions in cable TV and IPTV. This division witnessed tough challenges during the year under review. The twin challenges it faced were from market perspective and from the regulatory regime.

Tourism is a significant industry in India and has a cascading effect on the hospitality sector. During FY 2014-15, the hotel occupancy rates were around 54% and the average room rate decreased over the previous year by about 3 - 4% due to supply pressure and general slowdown. Due to this the hotels were not interested to invest in upgrading their networks.

The Telecom Regulatory Authority of India (TRAI) announced a new tariff order in the month of July-2015 and as per this order, commercial establishments, which do not specifically charge its guest on account of providing TV programming and offer them as part of amenities, are to be treated like ordinary subscribers. The TRAI further clarified that the commercial subscribers have to obtain television services only from the distribution platform operators (DTH, MSO, HITS and IPTV operators). As a result most of the hotels, which used to have their own cable TV headends, opted for availing services directly from distribution platform operators.

Due to these adverse conditions this division of your company suffered heavily. The revenue of this division witnessed a sharp decline of 27.48% over the last financial year.

1. Projects and Expansion Plans:

In order to provide a complete range of products to cable television operators and MSOs your company has started manufacturing world-class digital headend products in its existing factory at Dehra Dun. The products are manufactured under the know-how provided by its joint venture company Catvision Unitron Pvt. Ltd.

To create state-of-the art manufacturing and testing facility for digital products at its existing plant, your company invested Rs. 70.00 Lacs on test and manufacturing equipments.

Digitalization of cable TV has created a huge demand for set top boxes. To address this demand your company has plans to start in-house manufacturing of STBs. Toward this end your company has already entered into an agreement with a design house which will provide the technology as per requirement. Gradually the company will establish its own design house. The own-manufactured STB will be launched in the market in the first quarter of 2015-16.

6. Joint Venture Companies:

Your company and Unitron Group NV of Belgium entered into a joint venture agreement pursuant to which two joint venture companies, 'Catvision Unitron Pvt. Ltd.' in India and UNICAT Limited in the Middle East (UAE), has been set up. These joint venture companies are developing the new generation technologies for CATV products.

Pursuant to the provisions of Section 123(93) of the Companies Act, 2013, a statement containing salient features of the financial statements of the company's joint ventures in Form AOC-1 is attached to the financial statements of the company.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statement of the company, consolidated financial statement along with the relevant documents are available on the website of the company.

7. Certification and Recognitions:

Quality of products and services is vital to any business. Your company strives to achieve excellence in quality by instituting high standards, periodic checks and reviews as we believe that right and efficient processes can only help us in delivering consistently against all odds.

Your company's Quality Management System (QMS) is aligned and focused with the long term objectives of the company. The QMS of the company has been reassessed this year as per the requirement of ISO 9001:2008 by the certification agency who conducted a renewal audit. Post audit, the certification agency declared that the QMS of the company continues to conform to international standard and recommended for renewal of the ISO Certificate. The renewed certificate is valid up to 1st July, 2016.

Your Company is also accredited with ISO 14001-2004 and this accreditation is valid till19th November, 2015

8. Fixed Deposits:

During the year your company has accepted unsecured Deposits only from shareholders of the Company under Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rule, 2014. Your company got the Fixed Deposit Scheme rated from India Ratings & Research Private Limited. The Fixed Deposit circular is valid up to the date of the ensuing AGM or within six months from the close of the financial year, whichever is earlier.

No amount of principal or interest was outstanding as per the previous Act.

The details of the deposit accepted by company are given in the notes to the financial statements.

9. Internal Control Systems and their Adequacy:

The company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board and to the Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the company, its compliance with operating systems, accounting procedures and policies at all locations of the company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

The compliance team in the Legal and Secretarial department ensures, amongst others, that there are adequate systems and processes in the company commensurate with the size and operations to monitor and ensure compliance with size and operations to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. The Human Resources department carries out similar exercise for ensuring compliance with all relevant legislation.

10. Directors' & Key Managerial Personnel: Appointments:

In terms of the Section 149 of the Companies Act, 2013, the Members at their meeting held on 30th September, 2014 had appointed Dr. Sunil Anand, Mr. Raman Rajiv Misra and Mr. Jagdish Prasad as Independent Directors of the company for a period of five years and all have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Mrs. Hina Abbas was appointed as an Additional Director with effect from 12th February, 2015 and holds the office till the forthcoming Annual General Meeting and is proposed to be appointed as Executive Director of the company for a period of three years with retrospective effect from 12th February, 2015. A notice has been received from a shareholder to appoint Mrs. Hina Abbas as a Director, along with the requisite deposit amount.

In terms of the Articles of the company, Mr. Syed Athar Abbas, Director of the company, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment as director.

Brief resume of the directors seeking re-appointment together with the nature of their expertise in the specific functional areas, name of the companies in which they hold directorship, as required in Clause 49 of the Listing Agreement, are given in the accompanying Notice convening the ensuing Annual General Meeting of the company.

Pursuant to the provisions of Section 203 of the Companies Act. 2013, which came into effect from 1st April, 2014, the appointments of Mr. Syed Athar Abbas, Managing Director, Mr. Vinod Rawat, Chief Financial Officer and Ms. Rency George as Company Secretary as the Key Managerial Personnnel of the Company were formalized.

11. Board Effectiveness:

(i) Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

(ii) Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

12. Directors' Responsibilities Statement:

Pursuant to the provisions contained in Section 134 (5) of the Companies Act, 2013, your Directors, based on the representation received from the Operating Management and after enquiry, confirm:

a. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation and that no material departure has been made from the same;

b. that the Directors have 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 at the end of the financial year and of the profit of the company for the year under review;

c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. that the Directors have prepared the annual accounts for the financial year ended 31st March, 2015 on a 'going concern' basis;

e. that the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f. that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. Related Party Transactions:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

14. Subsidiary Companies:

The Company does not have any subsidiary.

15. Code of Conduct:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/ behaviours of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.catvisionindia.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

16. Prevention of Insider Trading:

The company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the company. The Code requires preclearance for dealing in the company's shares and prohibits the purchase or sale of company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All the Directors and the designated employees have confirmed compliance with the Code.

17. Auditor's Report & Secretarial Audit Report:

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

As required under section 204 (1) of the Companies Act, 2013 the company has obtained secretarial audit report and in accordance with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Rule 9 the Secretarial Audit Report is annexed to the Board's Report as "Annexure B" and is self-explanatory and, therefore, does not call for any further comments.

18. Auditors:

(i) Statutory Auditors:

M/s Gaur & Associates, Chartered Accountants, auditors of the company were appointed Statutory Auditors of your company from the conclusion of the previous Annual General Meeting for a term of three years i.e. until the conclusion of the thirty second Annual General Meeting. They have confirmed the eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

In term of Section 139 of Companies Act, 2013, the company shall place the matter relating to such appointment ratification by members at every Annual General Meeting. So, the Auditor will be appointed every year by the shareholders. Thus, an appropriate resolution seeking your approval to the said re-appointment is appearing in the Notice convening the Annual General Meeting of the company.

(ii) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of your company have recommended the appointment of Pramod Kothari & Co., a practicing firm of Company Secretaries holding Practicing No. 1 1532, as its Secretarial Auditor to conduct the Secretarial audit of your company for the financial year ending 31st March, 2016. The Report of the Secretarial Audit carried out is annexed herewith as "Annexure B".

The Board at its meeting held on 30th May, 2015 has reappointed Pramod Kothari & Co., a practicing firm of Company Secretaries, as Secretarial Auditor for conducting Secretarial Audit of the Company for financial year 2015-16.

(iii) Cost Auditor:

Pursuant to Section 148(2) of the Companies Act, 2013 read with Companies ( Cost Records and Audit), Amendment Rules, 2014, your company is not required to get its Cost Audit only records are required to be maintained.

19. Business Risk Management:

The company's vigorous risk management framework identifies and evaluates business risks and opportunities. The company recognizes that these risks need to be managed and mitigated to protect its shareholders and other stakeholders, to achieve its business objectives and enable sustainable growth. The risk framework is aimed at effectively mitigating the company's various business and operational risks, through strategic actions. Risk management is embedded in our critical business activities, functions and processes. The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risks and future action plans.

Pursuant to the requirement of Clause 49 of the Listing Agreement, the company has constituted a subcommittee of Directors to oversee Enterprise Risk Management Framework to ensure execution of decided strategies with focus on action and monitoring risks arising out of unintended consequences of decisions or actions and related to performance, operations, compliance, incidents, processes, systems and transactions are managed appropriately.

The company believes that the overall risk exposure of present and future risks remains within risk capacity.

20. Management Discussion and Analysis:

Information of the operation and financial performance, among others, is given in the Management Discussion and Analysis report which is annexed to this Report and has been prepared in accordance with Clause 49 of the Listing Agreement.

21. Corporate Governance:

Your company is committed to Corporate Governance as stipulated under Clause 49 of the Listing Agreement. Your company believes that great companies are built on the foundation of good governance practices. The Board of Directors of your company lays strong emphasis on transparency, accountability and integrity.

As required under Clause 49 of the Listing Agreement, report of Corporate Governance, together with Auditors' Certificate on compliance of the conditions of Corporate Governance, along with the Management Discussion and Analysis report and CEO/CFO Certificate on discharge of finance function are attached as Annexure to this report.

22. Depository System:

Trading in Equity Shares of your company in the dematerialized form is compulsory for all shareholders with effect from 25th September 2000 in terms of the notification issued by the Securities and Exchange Board of India (SEBI). The Equity Shares of the company are available for dematerialization with the National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (cDsL) under ISIN No. INE 660B01011. Currently 68.79% of the Equity Shares of the company are in the demat form.

23. Statutory Disclosures:

(i) Particulars of Loans, Guarantees or investments:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

(ii) Vigil Mechanism / Whistle Blower Policy:

The company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The company has a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

(iii) Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year five Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

(iv) Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure C".

(v) Details of Significant and Material Orders passed by the Regulators or Courts or Tribunal impacting the going concern status and Company's operations in future:

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the company and its, future operations.

(vi) Disclosure under the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013:

The company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. An internal complaints Committee has been set up to redress complaints received regarding sexual harassment. All the employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints pertaining to sexual harassment were received in the financial year 2014-15.

(vii) Particulars of Employees and Related Disclosures:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered Office of the company

during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

24. Acknowledgement and Appreciation:

Your Directors place on record their appreciation of the continued support extended during the year by the company's clients, business associates, suppliers, bankers , government authorities and international business associates without which Catvision could not have achieved the desired results. Your Directors are also grateful to all the shareholders and members of the company for their faith, trust and confidence reposed on the management of the company.

Your Directors wish to convey their sincere appreciation to all the employees including the workmen, for their sustained efforts, dedication and hard work they put in the company, and are confident that they will continue to contribute their best towards achieving still better performance in the future.

For and on behalf of the Board of Directors

S. A. Abbas Managing Director (DIN: 00770259)

Place : Noida-U.P Dr. Sunil Anand Date :30th May, 2015 Independent Director (DIN: 00770353)

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Mar 31, 2014

The Members,

The Directors have pleasure in presenting the 29th Annual Report together with the Audited Accounts and Auditors'' Report of your company for the Financial Year ended on 31 March, 2014.

FINANCIAL HIGHLIGHTS:

The highlights of the financial results of your company are as under:

Rs. in lacs

Year Ended Year Ended 31.03.14 31.03.13

Total Revenue 3327.13 2884.27

Earnings Before Interest, 193.77 134.61 Depreciation, Taxation and Amortization(EBIDTA)

Interest and Finance (67.27) (43.09) Charges

Depreciation (56.95) (56.95)

Profit Before Tax 69.91 34.57

Provision for Tax (20.63) (17.85)

-Current year

Provision for (Deferred Tax) 6.61 9.45 Assets

Profit After Tax 55.89 26.17

Appropriation:

Balance carried over to 55.89 26.17 Balance Sheet



Review of Operations:

The turnover of the company increased by 15.35% and stood at Rs. 3327.13 lacs against Rs. 2884.27 lacs in the previous year. The company''s Profit After Tax for year ended 31st March, 2014 increased to Rs. 55.89 lacs against Rs. 26.17 lacs in the corresponding period of the previous year.

Dividend:

Keeping in view of the funds requirement, especially for digital business, your Board of Directors are of the view that the current year''s profits be ploughed back into the operations and hence do not recommend any dividend payment for the financial year ended 31st March, 2014. However, the Board of Directors of your company are quite confident to deliver growth and enhance shareholders'' value in the coming years.

Joint Venture:

Your company and Unitron Group NV of Belgium entered into a joint venture agreement pursuant to which a joint venture company ''Catvision Unitron Pvt. Ltd.'' has been set up in India and UNICAT Limited in Middle East (UAE), These joint venture companies are developing CATV digital systems and products with the latest world-class technology. Unitron Group NV of Belgium has years of experience in the state-of-the-art digital head-end technology, and is one of the leading companies in Europe in providing solutions for TV distribution to multi- dwelling units and residential complexes. Catvision has 29 years of experience in the CATV industry in India, a market that is migrating to digital technology. This joint venture with Unitron will enable Catvision to become a leading player in India and surrounding countries in the emerging digital TV space.

Corporate Review:

The phase 1 of digitization of cable TV in cities like New Delhi, Mumbai, Kolkata, Chennai and Mumbai and phase 2 in 38 other key cities and areas with population of over one million, got completed successfully. The last two phase is expected to be completed by 31st December, 2014. Though there is no confirmation from the Ministry of Information and Broadcasting (MIB), yet the industry feels that due to shortages of indigenously manufactured set top boxes, the last date may get extended. In the phases 1 and 2, your company has positioned itself in a strong position to meet the demand of digital products in last two phases.

Your company has two business divisions. The division-wise performance of the company is as follows:

CATV Equipment & Systems Division:

This division sells CATV equipment and systems to cable TV operators and multi system operators (MSOs). During the year under review, this division supplied, installed and commissioned digital head-end systems to various cable operators across the country and was able create its pan- India presence for digital head-end and digital products specially for phase 3 & 4 market which is the prime market for your company. During the year under review, this division recorded a growth of 7.50% over the last year.

Hotel Systems & Services Division:

This division primarily addresses the hospitality sector, providing solutions in Cable TV, Interactive TV, IPTV and Energy Management, in association with world leaders. Here are some significant developments in this segment:

1. The hospitality industry has been passing through a difficult phase and most of the hotels have been holding back their capital expenditure for expansion, renovation and modernization of facilities. In spite of the slowdown your company was able to retain its market share, which was very important.

2. This division also provides satellite TV channel content with technical support to the hotels on a ''Build & Operate'' basis; with back-to-back tie-ups with the leading subscription based TV channels. This is a strong recurring business for your company which provides hotels a single point responsibility for installation and support services - right from signal reception via satellite to crystal clear reception on the guest room TVs on a 24x7 basis. During the year under review, your company recorded a growth of 28.26% in this segment. 3. This division undertakes distribution of foreign channels in India. Currently your company is an exclusive distributor for France-24, Euro News and TV-5, all French channels, for India. With digitalization going on, many more foreign channels are planning to come India, which is going to be very big business opportunity for your company.

R&D Facilities:

Your company is having a Research and Development Centre comprising of a team of highly qualified engineers who are working continuously on developing new products for your company. Besides the new products, the R&D team is persistently working on the up-gradation of the existing products by adding new features and improving manufacturing consistency and improvement of quality.

Quality Management System:

Quality of products and services is vital to any business. Your company strives to achieve excellence in quality by instituting high standards, periodic checks and reviews as we believe that right and efficient processes can only help us in delivering consistently against all odds.

Your company''s Quality Management System (QMS) is aligned and focused with the long term objectives of the company. The QMS of the company has been reassessed this year as per the requirement of ISO 9001:2008 by the certification agency who conducted a renewal audit. Post audit, the certification agency declared that the QMS of the company continues to conform to international standard and recommended for renewal of the ISO Certificate. The renewed certificate is valid up to 1st July, 2016.

Public Deposits:

During the year your company has not accepted any Deposits under Section 58A and Section 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rule, 1975 and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

Board of Directors:

Mr. Sudhir Damodaran, Director of the company, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment as director. With the notification of Section 149 of the Companies Act, 2013, and other applicable provisions of the Act, the Board of Directors of your company is seeking appointment of independent directors (who were appointed as Directors pursuant to the provisions of the Companies Act, 1956 with their period of office liable to retire by rotation and were independent in terms of Clause 49 of the Listing Agreement, Mr. Jagdish Prasad, Mr. Raman Rajiv Misra and Dr. Sunil Anand are proposed to be appointed as Independent Directors, not liable to retire by rotation in terms of Section 149 and other applicable provisions of the Companies Act, 2013, for a period of five years up to 29th September, 2019. Brief resume of the directors seeking re-appointment together with the nature of their expertise in the specific functional areas, name of the companies in which they hold directorship, as required in Clause 49 of the Listing Agreement, are given in the accompanying Notice convening the ensuing Annual General Meeting of the company.

Directors'' Responsibilities Statement:

Pursuant to the provisions contained in Section 217(2AA) of the Companies Act, 1956, your Directors, based on the representation received from the Operating Management and after enquiry, confirm:

a. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation and that no material departure has been made from the same;

b. that the Directors have 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 at the end of the financial year and of the profit of the company for the year under review;

c. that the Directors have taken proper and sufficient care 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; and

d. that the Directors have prepared the annual accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

Management Discussion and Analysis:

Information of the operation and financial performance, among others, is given in the Management Discussion and Analysis report which is annexed to this Report and has been prepared in accordance with Clause 49 of the Listing Agreement.

Corporate Governance:

Your company is committed to Corporate Governance as stipulated under Clause 49 of the Listing Agreement. Your company believes that great companies are built on the foundation of good governance practices. The Board of Directors of your company lays strong emphasis on transparency, accountability and integrity. As required under Clause 49 of the Listing Agreement, report of Corporate Governance, together with Auditors'' Certificate on compliance of the conditions of Corporate Governance, along with the Management Discussion and Analysis report and CEO/CFO Certificate on discharge of finance function are attached as Annexure to this report.

Depository System:

Trading in Equity Shares of your company in the dematerialized form is compulsory for all shareholders with effect from 25th September 2000 in terms of the notification issued by the Securities and Exchange Board of India (SEBI). The Equity Shares of the company are available for dematerialization with the National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) under ISIN No. INE 660B01011. Currently 68.79% of the Equity Shares of the company are in the demat form.

Statutory Disclosures:

None of the Directors of the company are disqualified as per the provision of Section 274(1) (g) of the Companies Act, 1956. The Directors have made necessary disclosures as required under various provisions of the Act and Clauses of Listing Agreement. Statutory and other regulatory compliances have been made and disclosed before the Board from time to time.

Particulars as per Section 217 of the Companies Act, 1956:

i) Your company enjoys cordial relations with its employees. Your Directors express their deep sense of appreciation for the total commitment, dedication and hard work put in by every employee of the company in ensuring high levels of performance and growth during the year. The particulars of such employees as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is given as under:

Employed throughout the year and were in receipt of the remuneration of not less then Rs. 60,00,000 per annum: NIL

ii) The particulars as prescribed under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 with regard to conservation of energy, technology absorption and foreign exchange earnings and outgo are set out in the Annexure -A of this report.

Auditors:

M/s Gaur & Associates, Chartered Accountants, auditors of the company were appointed Statutory Auditors of your company from the conclusion of the previous Annual General Meeting until the conclusion of the ensuing Annual General Meeting. Being eligible for re-appointment, they offer themselves for re-appointment as Auditors of your company. The Board of Directors of your company have , on the recommendation of the Audit Committee, has recommended the re-appointment of M/s Gaur & Associates for a period of five years in accordance with Section 139 of the Companies Act, 2013. Appropriate resolutions seeking your approval to the said re-appointment is appearing in the Notice convening the Annual General Meeting of the company.

Auditors'' Report:

The Auditors'' Report is self-explanatory and, therefore, does not call for any further comments.

Cost Auditors:

The Board of Directors of your company have, on the recommendation of the Audit Committee, recommended the appointed M/s S.K Bhatt & Associates, Cost and Management Accountants, New Delhi holding Firm membership No.0312, as Cost Auditors to conduct the cost audit of your company for the financial year ending 31st March, 2015. In accordance with the Companies (Cost Audit Report) Rules, 2011, the due date for filing the Cost Audit Report in XBRL for the financial year ended 31st March, 2013 was 30th September, 2013 and the same was filed on 27/06/2014 vide SRN No C08051500 with the Ministry of Corporate Affairs, New Delhi.

Acknowledgement and Appreciation:

Your Directors place on record their appreciation of the continued support extended during the year by the company''s clients, business associates, suppliers, bankers , government authorities and international business associates without which Catvision could not have achieved the desired results. Your Directors are also grateful to all the shareholders and members of the company for their faith, trust and confidence reposed on the management of the company. Your Directors wish to convey their sincere appreciation to all the employees including the workmen, for their sustained efforts, dedication and hard work they put in the company, and are confident that they will continue to contribute their best towards achieving still better performance in the future.

For and on behalf of the Board of Directors

S. A. Abbas Managing Director (DIN: 00770259)

Place : Noida-U.P S. Damodaran Date :31st May, 2014 Executive Director (DIN: 01091518)

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Mar 31, 2010

The Directors take pleasure in presenting the 25th Annual Report together with the Audited Statement of Accounts and Auditors Report of your company for the Financial Year ended on 31 st March, 2010.

FINANCIAL HIGHLIGHTS: (Rs. in Lacs)

Year Ended Year Ended

31.03.10 31.03.09

Total Revenue 402.42 2568.42 Profit before Interest,

Depreciation and Taxation 84.71 223.23

Interest and Finance Charges (21.00) (30.16)

Depreciation (50.98) (48.68)

Profit before Tax 112.73 144.39

Provision for Tax- Current years (17.42) (16.36)

Provision for Fringe Benefit Tax - (5.39)

Provision for Deferred Tax (8.62) (53.60)

Profit after Tax 86.69 69.04

OPERATIONAL HIGHTLIGHTS:

During the year under review, there has been a drop of 6.46% in the total revenue of your company. This has resulted primarily due to the closure of the Cable TV operations of Jamshedpur. The Company also exited the business of supplying dish antennas to DTH operators due to very low margins. Adjusting for the absence of these two businesses, the sales from other businesses actually grew by 5.50%. Overall business of the company from all segments remained steady.

DIVIDEND:

In order to conserve the financial resources of the Company to meet the need for additional working capital, your Directors are unable to recommend any dividend.

CORPORATE REVIEW:

The division-wise performance of the Company was as follows: CATV Products Division: This division sells CATV products (products used in cable TV networks) to cable TV operators.

There were some major developments in this division:

1. The Company tested export markets for its products and met with immediate success in Africa and the Middle East. The Company now expects significant growth in exports in the coming years.

2. The division added one new product "LED Video Boards" to its portfolio. LED technology has revolutionized the lighting world due to its very low energy consumption, high reliability and digital nature. The company was successful at winning a prestigious order for installation of 2 LED video boards, each 40 sq. mtr. in size, at the Major Dhyan Chand stadium at New Delhi. These boards were used as scoreboards at the Hockey World Cup in Feb 2010 held at the MDC stadium, and shall also be used in the Commonwealth Games in October this year. With this initial success the company looks forward to additional growth from this product line.

Meanwhile, sales to cable operators remained steady. The industry is still awaiting government initiative in creating a regulatory environment for the roll out of digital cable TV services throughout the country. This is expected any time. That development alone will bring dramatic changes to the industry and would be a boon to companies, such as yours, who will participate in the up-gradation of cable TV networks from analogue to digital.

Hotel Systems & Services Division: This division primarily addresses the hospitality sector, providing solutions in cable TV, CCTV and energy management. Here too there were some significant developments:

1. New properties are increasingly looking to install digital cable TV systems. Your company bagged a couple of orders for such systems. But this marks a trend - we can well expect new properties to go digital, and existing ones upgrade to digital from analog. Your company has the best digital solution for hotels in the market.

2. After the break-through installation at the ITC Gardenia, the energy management systems that the company sells to hotels (in collaboration with world leader Inncom, USA), have gained wide acceptance. The Company signed several contracts with leading hotel chains and now plans to aggressively expand this division.

There was a decline in the sales of CCTV systems mainly because of problems faced by the Companys collaborator following the worldwide recession. The company is deliberating upon the way forward for this business considering that so much is happening in digital cable TV and energy management systems.

R&D Facilities: Your company is having a Research and Development Centre comprising of a team of highly qualified engineers who are working continuously on developing new products for your company. Besides the new products, the R&D team is persistently working on the up-gradation of the existing products by adding new features and improving manufacturing consistency and improvement of quality. It is a matter of pride to your company that its in-house R&D Centre has got the recognition form the Department of Scientific & Industrial Research, Ministry of Science & Technology. New products added during the year were : Triple SAW Filter Modulator, Field Strength Meter, Demodulator and four-output Optical Node.

Quality Assurance: Your company firmly believes that the most critical component for success in the competitive global market is the excellence in quality. To address future challenges and to ensure continuous improvement in performance your company has launched number of new initiatives. It has established an independent quality control department that keeps a close and consistent watch not only on the end products but also on all spheres of its activities.

ISO CERTIFICATION:

Your company is proud to announce that it is now certified as ISO 9001:2008 compliant organization. The certification is accredited by MSA Certification Co., Ltd. Korea.

To become certified as ISO 9001:2008 your company underwent an one-year evaluation process that included quality management system development, a management system documentation review, pre-audit, initial assessment and clearance of non-conformances, all of which work to identify corrective actions that eliminate non-conformance to the quality management standard. After correction and closure of all non conformances, your company received its ISO 9001:2008 certificate.

PUBLIC DEPOSITS:

During the year your company has not accepted any Deposits under Section 58A and Section 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rule, 1975 and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

DIRECTORS:

In accordance with the requirements of the Companies Act, 1956 and Articles of Association of the Company, Mr. Syed Athar Abbas is liable to retire and is eligible for reappointment in the forthcoming Annual General Meeting. Brief resume of Directors, including Directors proposed to be re-appointed, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, are provided in the Report on Corporate Governance.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions contained in Section 217(2AA) of the Companies Act, 1956, your Directors, based on the representation received from the Operating Management and after enquiry, confirm:

a. that in the preparation of the annual accounts, the applicable accounting standards with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

b. that the Directors have 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 at 31st March, 2010 and of the profit of the Company for the year ended on that date;

c. that the Directors have taken proper and sufficient care 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; and

d. that the Directors have prepared the annual accounts for the financial year ended 31st March, 2010 on a ‘going concern basis.

CORPORATE GOVERNANCE:

Your company believes that great companies are built on the foundation of good governance practices. Corporate Governance is all about the effective management of relationships among constituents of the system - shareholders, management, employees, customers, vendors, regulatory bodies and the community at large. Your company strongly believes that this relationship can be strengthened through corporate fairness, transparency and accountability. Your company places prime importance on reliable financial information, integrity, transparency, empowerment and compliances with the law in letter and sprit.

As required under Clause 49 of the Listing Agreement with the Stock Exchanges it has complied with the requirements of Corporate Governance as stipulated by SEBI. A separate section on Corporate Governance and a certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance form part of the Corporate Governance Report and are attached as Annexure to this report.

DEPOSITORY SYSTEM:

Trading in Equity Shares of your company in the dematerialized form is compulsory for all shareholders with effect from 25th September 2000 in terms of the notification issued by the Securities and Exchange Board of India (SEBI). The Equity Shares of the Company are available for dematerialization with the National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) under ISIN No. INE 660B01011. Currently 80.12% of the Equity Shares of the Company are in the demat form .

STATUTUTORY DISCLOSURES:

None of the Directors of the Company are disqualified as per the provision of Section 274(1) (g) of the Companies Act, 1956. The Directors have made necessary disclosures as required under various provisions of the Act and Clauses of Listing Agreement. Statutory and other regulatory compliances have been made and disclosed before the Board from time to time.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956:

i) Your company enjoys cordial relations with its employees.

Your Directors express their deep sense of appreciation for the total commitment, dedication and hard work put in by every employee of the Company in ensuring high levels of performance and growth during the year. The particulars of such employees as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is given as under:

Employed throughout the year and were in receipt of the remuneration of not less then Rs 24,00,000 per annum :

Name S. A. Abbas Sudhir Damodaran

Age 53 Years 52 years

Designation Managing Director Executive Director

Gross Remuneration 27,91,560 27,56,060

Qualification B. Tech, MBA Science Graduate

Experience 28 Years 28 Years

Date of Joining 28.06.1985 28.06.1985

Previous Employment Network Ltd. Usha International

Ltd.

Note: Remuneration includes Salary, Allowances, Companys Contribution to Provident Fund, Medical Benefits, Leave Travel Allowance, Rent Free Accommodation and other Perquisites.

ii) The particulars as prescribed under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 with regard to conservation of energy, technology absorption and foreign exchange earnings and outgo are set out in the Annexure -A of this report.

AUDITORS:

M/s Gaur & Associates, Chartered Accountants, auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from the auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1)(b) of the Companies Act, 1956.

AUDITORS REPORT:

The Auditors Report is self-explanatory and, therefore, does not call for any further comments.

ACKNOWLEDGMENT:

Your Directors would like to express their appreciation for the assistance and co-operation received from banks, central and state government departments. Your Directors are also grateful to the customers, vendors, suppliers and other related organizations for their continued support and co-operation. Lastly, your Directors also wish to place on record their deep sense of appreciation for the committed services by the employees of the Company and are deeply grateful for the confidence and faith shown by the members of your company in them.

For and on behalf of the Board

S. A. Abbas Managing Director

Place : Noida,U.P. S. Damodaran

Date :31st August, 2010 Executive Director