Directors Report of Hathway Bhawani Cabletel & Datacom Ltd.

Mar 31, 2024

The Board of Directors are pleased to present the Company’s 40^th Annual Report and the Company’s audited financial statements
for the financial year ended March 31, 2024.

1. Financial Results

The Company’s financial performance (standalone and consolidated) for the year ended March 31, 2024 is summarised
below: -

('' in lakh)

	STANDALONE		CONSOLIDATED
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	268.33	305.50	268.33	305.50
Other Income	3.68	6.82	3.68	6.82
Total Income	272.01	312.32	272.01	312.32
Total Expenses	267.87	278.67	267.87	278.67
Profit /(Loss) before Tax	4.14	33.65	4.14	33.65
Less: Current Tax	-	-	-	-
Deferred Tax	0.30	8.63	0.30	8.63
Profit/ (Loss) for the year	3.84	25.02	(4.29)	16.97
Add: Other Comprehensive Income (OCI)	0.84	0.60	0.52	0.60
Total Comprehensive Income for the year	4.68	25.62	(3.77)	17.57
Add: Opening Balance in Retained Earnings and OCI (Adjusted)	(612.18)	(637.80)	(631.19)	(648.76)
Less: Appropriation	-	-	-	-
General Reserve	-	-	-	-
Closing Balance of Retained Earnings and OCI	(607.50)	(612.18)	(634.96)	(631.19)

2. Transfer to Reserves

The Board of Directors of the Company have not transferred any amount to the Reserves for the year under review.

3. Result of Operations and State of Company’s affairs

During the year under review, on standalone basis, the total revenue from operations was '' 268.33 lakh as compared to the
last year’s revenue of '' 305.50 lakh and the Profit after tax of your Company was '' 3.84 lakh as compared to the last year’s
Profit after tax was '' 25.02 lakh.

On consolidated basis, the total revenue from operations was '' 268.33 lakh as compared to the last year’s revenue of
'' 305.50 lakh and the loss after tax was '' 4.29 lakh as compared to the last year’s Profit after tax of '' 16.97 lakh.

4. Details of Material changes from the end of the financial year

No material changes have taken place from the end of the financial year till the date of this Report.

5. Dividend

The Board of Directors of the Company have not recommended any dividend on Equity Shares for the year under review.

6. Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review, as stipulated under Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) is presented in a
separate section, forming part of the Annual Report.

7. Business Operations of the Company

The Company continue to delight its customers by making various offerings during the year. The Company worked
on improving its customer services to enable its customer have a seamless Cable Television (‘CATV’) experience. The
Company continues to engage with its customers to understand their entertainment needs and devise packages to suit their
requirement.

The CATV industry down turn has also impacted the Company, but the Company is hopeful that with customer focus
approach, it will be able to win back its customers and increase its base in the coming years.

8. Credit Rating

During the year under review, the Company was not required to obtain any credit rating.

9. Consolidated Financial Statement

In accordance with the provisions of the Companies Act, 2013 (“the Act”) and Listing Regulations read with Ind AS-110
(Consolidated Financial Statement), Ind AS-28 (Investments in Associates and Joint Ventures), the consolidated audited
financial statement forms part of the Annual Report.

10. Subsidiary Company

During the year under review and till the date of this report, there was no company which has become or ceased to be
subsidiary of the Company.

A Statement providing details of performance and salient features of the financial statements of subsidiary Company, as per
Section 129(3) of the Act, is provided as Annexure I to this Report.

The audited financial statement including the consolidated financial statement of the Company and all other
documents required to be attached thereto are available on Company’s website and can be accessed at
www.hathwaybhawani.com. The financial statement of the subsidiary Company can also be accessed at the Company’s
website https://www.hathwaybhawani.com/assets/pdf/Hathway%20Bhawani%20NDS%20Network%20Limited.pdf

The Policy for determining Material Subsidiaries is available on the Company’s website and can be accessed at
https://www.hathwaybhawani.com/assets/pdf/policy-on-material-subsidiary.pdf.

11. Secretarial Standards

The Company has followed the applicable Secretarial Standards, with respect to Meetings of the Board of Directors (SS-1)
and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

12. Directors’ Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting
standards read with requirements set out under Schedule III to the Act have been followed and there were no material
departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,
2024 and of the profit of the Company for the financial year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;

d) the Directors have prepared the annual accounts on a ‘going concern’ basis;

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

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

13. Contracts and arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its
ordinary course of business and on an arm’s length basis.

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 or which
is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2)
of the Companies (Accounts) Rules, 2014.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions is available on the Company’s
website and the same can be accessed at https://www.hathwaybhawani.com/asse1s/pdf/HBCDL%20Related%20Party%20Transactions%20Policy.pdf

There were no materially significant related party transactions which could have potential conflict with interest of the
Company at large.

Members may refer Note 4.09 to the Standalone Financial Statement which sets out related party disclosures pursuant to
Ind AS.

14. Corporate Social Responsibility

Pursuant to the provisions of Section 135 of the Act read with Rule 3 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Company was not required to comply with the provisions of Corporate Social Responsibility
(“CSR”) as the Company did not meet the criteria of applicability of provisions of CSR.

15. Risk Management

Hathway Cable and Datacom Limited (“HCDL”), the Holding Company has adopted Risk Management Policy which is
detailed and provides for exhaustive Risk Management framework which is also applicable to its Subsidiaries and Joint
Ventures. The Company, being subsidiary of HCDL follows the same. The Risk Management framework defines the risk
management process which focus on four key elements viz. Risk Identification, Risk assessment, Risk Management
and Risk Monitoring. The Board of Directors of the Company is entrusted with the responsibility of overseeing effective
implementation, monitoring of risk management plan and policy, continuous review and obtaining assurance from the
management for timely identifying, managing and mitigating the emerging risk associated with the Company.

Further details on Risk Management activities are covered in Management Discussion and Analysis section, which forms
part of the Annual Report.

16. Internal Financial Controls

The Company has established adequate internal financial controls commensurate with the size of the business and nature of
its operations, designed to provide reasonable assurance with regard to the accuracy and completeness of the accounting
records and timely preparation and provision of reliable financial statements.

The internal financial controls are embedded in the business processes. Assurance on the effectiveness of internal financial
controls is obtained through management reviews, continuous monitoring by Functional Head as well as sample testing of
the internal financial control systems by the independent Auditors during the course of their audits.

The Audit Committee reviews adequacy and effectiveness of Company’s Internal Controls and implementation of audit
recommendations on quarterly basis.

17. Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Vatan Pathan (DIN: 07468214),
Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting. The Board of Directors
on the recommendation of the Nomination and Remuneration Committee (“NRC”) has recommended his re-appointment.

Ms. Pranjali Gawde (DIN: 08754715), Non-Executive Director of the Company resigned with effect from January 12,
2024 and Ms. Vrinda Mendon (DIN: 08424835) was appointed as an Additional Director of the Company, effective from
January 12, 2024, subject to the approval of the shareholders.

Save and except aforementioned, there were no other change in the Board of Directors and Key Managerial Personnel of the
Company.

The Company has received declarations from all Independent Directors of the Company confirming that:

a) they meet the criteria of independence prescribed under the Act and Listing Regulations; and

b) they have registered their names in the Independent Directors’ Databank.

18. Performance Evaluation

The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including
Independent Directors) which includes criteria for performance evaluation of Directors.

In accordance with the manner of evaluation specified by the Nomination and Remuneration Committee, the Board carried
out annual performance evaluation of the Board, its Committees and Individual Director. The Independent Directors carried
out annual performance evaluation of the Chairman, the non-independent directors and the Board as a whole. The Chairman
of the respective Committees shared the report on evaluation with the respective Committee members. The performance
of each Committee was evaluated by the Board based on the report of evaluation received from the respective Committees.
A consolidated report on performance evaluation was shared with the Chairman of the Board for his review and giving
feedback to each Director.

19. Auditors and Auditors’ Report
Statutory Auditor

M/s. Nayan Parikh & Co. Chartered Accountants (Firm Registration No.107023W) were re-appointed as Statutory Auditor
of the Company for second term of 5 (five) consecutive years, at the Annual General Meeting of the Company held on
June 24, 2022. The Statutory Auditor have confirmed their eligibility and qualifications required under the Act for holding
office as Statutory Auditor of the Company.

The Auditors’ Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes on financial
statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

Secretarial Auditor

The Board of Directors of the Company had appointed M/s. Rathi & Associates, Practising Company Secretaries, to conduct
Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is
provided as Annexure II to this Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

20. Meetings of the Board

The Board of Directors met four times during the financial year on April 14, 2023, July 12, 2023, October 13, 2023, and
January 12, 2024. The maximum interval between any two meetings was well within the maximum allowed gap of 120 days.

21. Committees of the Board
Audit Committee

Pursuant to the resignation of Ms. Pranjali Gawde as Non-Executive Director of the Company, the Audit Committee was
reconstituted by the Board with effect from January 12, 2024 and it comprises of Mr. Dilip Worah, Independent Director
(Chairman), Mr. L. K. Kannan, Independent Director and Ms. Vrinda Mendon, Non-Executive Director of the Company.
The constitution and terms of reference of the Committee is in compliance of Section 177 of the Act. During the year, all
recommendations made by the Audit Committee were accepted by the Board. The Audit Committee met five times during
the year on April 14, 2023, July 12, 2023, October 13, 2023, January 12, 2024 and March 18, 2024.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee (“NRC”) comprises of Mr. L. K. Kannan, Independent Director (Chairman),
Mr. Dilip Worah, Independent Director and Mr. Vatan Pathan, Non-Executive Director of the Company. During the year, the
NRC met two times on April 14, 2023 and January 12, 2024.

The Policies are available on the Company’s website and can be accessed at :

Sr. No.	Policy	Weblink
1	Policy for Selection of Directors and Determining Directors’ Independence	https://www.hathwaybhawani.com/assets/pdf/HBCDL%20Policy%20for%20Seclection%20of%20Directors.pdf
2	Remuneration Policy for Directors, Key Managerial Personnel and Senior Management	https://www.hathwavbhawani.com/assets/pdf/HBCDI%20Policv%20for%20Remuneration%20to%20Directors.pdf
3	Policy on Board Diversity	https://www.hathwavbhawani.com/assets/pdf/HBCDI%20Policv%20on%20Board%20Diversitv.pdf

There has been no change in the abovementioned policies during the year.

The aforesaid Policies sets out the guiding principles for the NRC for identifying persons who are qualified to become
Directors and to determine the independence of Directors, in case of their appointment as independent directors of the
Company; recommending to the Board the remuneration of the Directors, Key Managerial Personnel and Senior Management
of the Company and the approach to diversity on the Board of the Company.

Stakeholders’ Relationship Committee

Pursuant to the resignation of Ms. Pranjali Gawde as Non-Executive Director of the Company, the Stakeholders’ Relationship
Committee was reconstituted by the Board with effect from January 12, 2024 and it comprises of Mr. Vatan Pathan, Non¬
Executive Director (Chairman), Ms. Vrinda Mendon, Non-Executive Director and Mr. Dilip Worah, Independent Director
of the Company. The Committee met four times during the year on April 14, 2023, July 12, 2023, October 13, 2023 and
January 12, 2024.

22. Vigil Mechanism and Whistle Blower Policy

The Company promotes ethical behaviour in all its business activities. Towards this, the Company has adopted a Vigil
Mechanism and Whistle Blower Policy. Protected disclosures can be made by a whistle blower through an e-mail or a letter
to the Compliance Officer or to the Chairman of the Audit Committee. The Audit Committee also reviews complaints/issues
(if any) raised through Vigil Mechanism or by any Whistle blower on a quarterly basis.

In order to strengthen the existing vigil mechanism and whistle blower policy, during the year the Company has revised its Vigil
Mechanism and a Whistle blower policy. Ethics & Compliance Task Force (“ECTF”) comprising Chief Human Resources Officer

(“CHRO”) of Holding Company, Head Corporate Legal of Holding Company and Chief Financial Officer of the Company has been
established which oversees and monitors the implementation of ethical business practices in the Company. ECTF evaluates
incidents of suspected or actual violations of the Code of Conduct and reports them to the Audit Committee every quarter.

Employees are required to report actual or suspected violations of applicable laws and regulations and the Code of Conduct.
Such genuine concerns (termed Reportable Matter) disclosed as per Policy are called “Protected Disclosures” and can be
raised by a Whistle-blower through an e-mail or dedicated telephone line or a letter to the ECTF or to the Chairman of the
Audit Committee.

The updated Vigil Mechanism and Whistle Blower Policy is available on the Company’s website and can be accessed at
https://www.hathwaybhawani.com/assets/pdf/Vigil%20Mechanishm%20and%20Whistle%20Blower%20policy.pdf

23. Particulars of loans given, investments made, guarantees given and securities provided

During the year under review, there were no loans given, investment made, guarantees given or securities provided in terms
of Section 186 of the Act.

24. Prevention of Sexual Harassment at Workplace

In accordance with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013 (“POSH Act”) and Rules made thereunder, the Company has formed Internal Complaint Committee to address
complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a policy for prevention of
Sexual Harassment, which ensures a free and fair enquiry process with clear timelines for resolution. There were no cases/
complaints filed during the year under POSH Act.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required
to be disclosed under the Act, are provided in Annexure III to this Report.

26. Annual Return

The Annual Return of the Company as on March 31, 2024 is available on the Company’s website and can be accessed at
https://www.hathwaybhawani.com/assets/pdf/HBCDL%20Annual%20Return%202023-24.pdf

27. Particulars of Employees and related Disclosures

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report
excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such
information may write to the Company on email id [e-mail].

28. Change of Registered Office of the Company within the same state

During the year under review, the Registered Office of the Company was shifited from 805/806, Windsor, 8^th Floor, Off CST
Road, Kalina, Santacruz (East), Mumbai - 400098 to 1^st Floor, B Wing, Jaywant Apartment, Above SBI Bank, 63, Tardeo
Road, Mumbai - 400 034 w.e.f. December 21, 2023.

29. General

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there were no
transactions or applicability on these matters during the year under review:

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

b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares and Employees'' Stock Options Schemes) to employees of the Company
under any scheme.

d) Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status
and Company''s operations in future.

e) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

f) Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of
employees.

g) Maintaining of cost records in terms of Section 148(1) of the Act.

h) Payment of remuneration or commission from any of its Holding or Subsidiary Companies to the Managing Director
of the Company.

i) Change in the nature of business of the Company.

j) Instances of transferring the funds to the Investor Education and Protection Fund.

k) Issue of debentures/bonds/warrants/any other convertible securities.

l) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

m) Instance of one-time settlement with any Bank or Financial Institution.

n) Statement of deviation or variation in connection with preferential issue.

30. Acknowledgement

The Board of Directors wish to place on record their deep sense of appreciation for the committed services by the Company''s
Executives, Staff and Employees.

The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received
from the Financial Institutions, Banks, Government Authorities, Customers, Vendors and Members during the year under
review.

For and on behalf of the Board

Vatan Pathan Vrinda Mendon

Director & CEO Director

DIN: 07468214 DIN: 08424835

Date: April 15, 2024
Place: Mumbai

---

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: [e-mail]

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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

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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