HATHWAY CABLE & DATACOM LIMITED ‘Rahejas’, 4th Floor, Corner of Main Avenue & V.P. Road, Santacruz (West), Mumbai – 400054 Tel: 91-22-26001306 Fax: 91-22-26001307 CIN: L64204MH1959PLC011421 Website: www.hathway.com ; E-mail: [email protected]
RESOLVED FURTHER THAT the Board of Directors NOTICE be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, NOTICE is hereby given that the Fifty Fifth Annual desirable and expedient for giving effect to this resolution General Meeting of the Company will be held on Tuesday, in the best interest of the Company including fixing of their August 11, 2015 at 3.00 p.m. at ISKCON’s Auditorium, remuneration.” Hare Krishna Land, Next to Hare Krishna Temple, Juhu, Mumbai – 400049, to transact the following business: SPECIAL BUSINESS:
ORDINARY BUSINESS: 6. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary 1. To receive, consider and adopt the Audited Balance Sheet Resolution: as at 31st March, 2015 and the Statement of Profit and Loss and Cash Flow Statement for the year ended on that “RESOLVED THAT Ms. Ameeta Parpia (DIN 02654277), date together with the Reports of Directors’ and Auditors’ who was appointed as an Additional Director with effect thereon. from 11th February, 2015, as an Independent Director of the Company, pursuant to provisions of Section 149(1) of 2. To appoint a Director in place of Mr. Viren Raheja, the Companies Act, 2013 (the Act), and Clause 49(II)(A) (DIN 00037592) who retires by rotation at the ensuing of the Listing Agreement entered by the Company with the Annual General Meeting and being eligible, offers himself Stock Exchanges and in accordance with the Articles of for re-appointment. Association of the Company, to hold office up to the date of the ensuing Annual General Meeting of the Company 3. To appoint a Director in place of Mr. Vinayak Aggarwal, and for whom, the Company has received a notice under (DIN 00007280) who retires by rotation at the ensuing Section 160 of the Act along with a requisite deposit from Annual General Meeting and being eligible, offers himself a shareholder proposing the candidature of Ms. Ameeta for re-appointment. Parpia, for the office of a Director of the Company, be and 4. To appoint a Director in place of Mr. Biswajit Subramanian, is hereby appointed as an Independent Director of the (DIN 00905348) who retires by rotation at the ensuing Company, to hold office upto10th February, 2020 and that Annual General Meeting and being eligible, offers himself she shall not be liable to retire by rotation. for re-appointment. RESOLVED FURTHER THAT any one of the Directors of the Company or the Company Secretary, be and are 5. To consider and if thought fit, to pass, with or without hereby authorised to file appropriate e-Form with the modification(s), the following resolution as an Ordinary Registrar of Companies, Maharashtra, Mumbai, as also Resolution: for intimating the same to any other authority as may be “RESOLVED THAT pursuant to the provisions of Section required.” 139(1) and other applicable provisions, if any, of the 7. To consider and if thought fit, to pass, with or without Companies Act, 2013 (the Act) and rules, circulars, modification(s), the following resolution as an Ordinary notifications made/ issued thereunder, including any Resolution: amendment, modification, variation or re-enactment thereof, the appointment of M/s G M Kapadia & Co., “RESOLVED THAT pursuant to the provisions of Section Chartered Accountants (Firm Registration No. 104767W) 148 and all other applicable provisions of the Companies as the Statutory Auditors of the Company, which has been Act, 2013 read with the Companies (Audit and Auditors) approved at the Annual General Meeting held on August Rules, 2014, including any statutory modification(s) or re- 5, 2014, for a term of 3 years i.e. from the conclusion of the enactment thereof, for the time being in force and as per Fifty Forth Annual General Meeting until the conclusion the recommendation of the Audit Committee, payment of of the Fifty Seventh Annual General Meeting, be and is remuneration to M/s. Ashok Agarwal & Co. member of the hereby ratified. Institute of Cost Accountants of India, having Membership
2 CORPORATE 5-YEAR PROFILE OF NOTICE OF THE DIRECTORS’ MANAGEMENT REPORT ON STANDALONE CONSOLIDATED OVERVIEW HIGHLIGHTS BOARD ANNUAL GENERAL REPORT DISCUSSION & CORPORATE FINANCIAL FINANCIAL OF DIRECTOR MEETING ANALYSIS GOVERNANCE STATEMENTS STATEMENTS 3
Annual Report 2014-15 Hathway Cable & Datacom Limited Hathway Cable & Datacom Limited such person shall not act as a proxy for any other person proxy for any other shall not act as a such person or shareholder. certified duly a send to requested are Members Corporate of the Board true copy Resolution authorizing their and vote at the Meeting. representative to attend Any member proposing to seek any clarification on the accounts is requested to send the queries to the Company date the to prior days seven least at office registered its at Annual General Meeting to enable management the to of information to reply the same in the compile the relevant meeting. The Register and of Key Directors’ Managerial Personnel and their Shareholding Section 170 of maintained under Act, 2013 will be available for inspection the Companies Annual General Meeting. by the members at the Transfer The Register of the Members and the Share from Monday, Books of the Company will remain closed August, 2015 5th August, 2015 to Wednesday, 3rd The Explanatory pursuant to Section 102 of the Statement Act, 2013, for Special Business, setting out all Companies Directors particulars of statement of and the material facts seeking appointment/re-appointment, as required under are annexed Agreement hereto. Clause 49 of the Listing The Directors have furnished the requisite declarations for their appointment / reappointment. consents / Annual copy of Members are requested to bring their Report and attendance slip to the meeting. Accounts of the Subsidiary Companies shall Annual The be available at the Registered Office of the Company for inspection by any shareholder. Hard copy of the details of accounts of subsidiaries required by any shareholders can be obtained with a Company the Company Secretary of the written request to at the Registered Office of the Company. accompanying in the to Relevant documents referred Members who hold shares in dematerialized form are ID and those requested to write their Client ID and DP write their folio are requested to who holdin physical form number in the attendance slip. annual receive notices, letters, Members who would like to reports, documents and any other correspondence by register their email electronic mode are requestedto (Both days inclusive). Notice and the Statement, are open for inspection by the members at the Registered Office of the Companyall working days, except Saturdays, during business hours on up to the date of the Meeting. 4. 5. 6. 7. 9. 10. 11. 12. 14. 8. 13.
AJAY SINGH AJAY FCS No : 5189 Rahejas, 4th Floor, Rahejas, 4th Floor, BY ORDER OF THE BOARD ORDER BY Santacruz West, Mumbai 400 054 Santacruz West, 5,00,000/- (Rupees Five Lakhs only) only) Lakhs Five (Rupees 5,00,000/- Corner of Main Avenue & V.P. Road, & V.P. Avenue Corner of Main ` Company Secretary& Compliance Officer A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AT AND VOTE ATTEND MEMBER ENTITLED TO A MEETING IS ALSO ENTITLED TO APPOINT A PROXY AND ON ATTEND, A TO POLL, TO VOTE INSTEAD OF BE NOT NEED PROXY SUCH AND HIMSELF/HERSELF THE COMPANY. MEMBER OF A must be received at in order to be effective, Proxies, if any, the Company’s Registered Office not later than 48 (Forty meeting. the holding for fixed time the before hours Eight) must Proxies submitted on behalf of the companies, etc., be supported by applicable. During the period beginning 24 hours before appropriate resolution/authority, as the time fixed for the commencement of the meeting and ending with the conclusion a member of the meeting, any time proxies lodged at inspect the would be entitled to provided not Company, the business hours of during the less than three days of notice in writing is given to the Company. person can act as a proxy on behalf of members not A exceeding fifty and holding in the aggregatethan ten percent of the total share capital of the Company not more member holding more than ten A carrying voting rights. percent of the total share capital of the Company carrying appoint a single person as proxy and voting rights may plus out of pocket expenses be and is hereby ratified. plus out of pocket expenses the Board of Directors of FURTHER THAT RESOLVED the Company be and is hereby authorised to do all such proper be necessary, may as such steps all take and acts to this resolution. effect or expedient to give any one of the Directors FURTHER THAT RESOLVED be and are Secretary, Company the Companyor the of hereby authorised to file appropriate E-Form the with Registrar of Companies, as also Maharashtra, Mumbai, any other authority as may intimating the same to for be required.” No. M-5691 appointed No. M-5691 the of Directors of by the Board the audit of the Auditor to conduct the Cost as Company, ending year financial the Company for the of records cost 2016, of March 31, NOTICE Place: Mumbai Date: May 29, 2015 NOTES: 1. 2. 3.
addresses and changes therein, from time to time, with (vii) If you are a first time user follow the steps given below: Company’s Registrar and Transfer Agent in respect For Members holding shares in Demat Form of shares held in physical form and with respective and Physical Form Depository Participants (DP) where the shares are held PAN Enter your 10 digit alpha-numeric PAN issued in dematerialized form. Shareholders holding shares in by Income Tax Department (Applicable for physical form can send their email address for registration both demat shareholders as well as physical to [email protected] quoting the Folio Number shareholders) and Name of the Company. • Members who have not updated their PAN 15. THE COMPANY IS PROVIDING FACILITY FOR VOTING with the Company /Depository Participant are requested to use the first two letters of BY ELECTRONIC MEANS AND THE BUSINESS MAY their name and the 8 digits of the sequence BE TRANSACTED THROUGH E-VOTING. number in the PAN field.
16. THE FACILITY FOR VOTING THROUGH BALLOT OR • Incase the sequence number is less POLLING PAPER SHALL BE MADE AVAILABLE AT than 8 digits enter the applicable number THE MEETING AND THE MEMBERS ATTENDING THE of 0’s before the number after the first MEETING WHO HAVE NOT ALREADY CASTED THEIR two characters of the name in CAPITAL VOTES BY REMOTE EVOTING SHALL BE ABLE TO letters. Eg. If your name is Ramesh Kumar EXERCISE THEIR RIGHT AT THE MEETING. with sequence number 1 then enter RA00000001 in the PAN field. The instructions for shareholders voting electronically are DOB Enter the Date of Birth as recorded in your as under: demat account or in the company records for the said demat account or folio in dd/mm/yyyy (i) The voting period begins on Friday, 07th August, 2015 at format. 10.00 am and ends on Monday, 10th August, 2015 at 5.00 Bank Enter the Dividend Bank Details as recorded in pm. During this period shareholders’ of the Company, Details your demat account or in the company records holding shares either in physical form or in dematerialized for the said demat account or folio. form, as on the cut-off date of Tuesday, 04th August, 2015, • Please enter the DOB or Bank Details may cast their vote electronically. The-voting module shall inorder to login. If the details are not be disabled by CDSL for voting thereafter. recorded with the depository or company please enter the member id/folio number (ii) The shareholders should log on to the e-voting website in the Dividend Bank details field as www.evotingindia.com. mentioned in instruction (iv). (iii) Click on Shareholders. (viii) After entering these details appropriately, click on “SUBMIT” tab. (iv) Now Enter your UserID (ix) Members holding shares in physical form will then directly a. For CDSL: 16 digits beneficiary ID, reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password b. For NSDL: 8 Character DP ID followed by 8 Digits Creation’ menu wherein they are required to mandatorily Client ID, enter their login password in the new password field. Kindly note that this password is to be also used by the c. Members holding shares in Physical Form should demat holders for voting for resolutions of any other enter Folio Number registered with the Company. company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. (v) Next enter the Image Verification as displayed and Click It is strongly recommended not to share your password on Login. with any other person and take utmost care to keep your (vi) If you are holding shares in demat form and had logged password confidential. on to www.evotingindia.com and voted on an earlier (x) For Members holding shares in physical form, the details voting of any company, then your existing password is can be used only for e-voting on the resolutions contained to be used. in this Notice.
4 CORPORATE 5-YEAR PROFILE OF NOTICE OF THE DIRECTORS’ MANAGEMENT REPORT ON STANDALONE CONSOLIDATED OVERVIEW HIGHLIGHTS BOARD ANNUAL GENERAL REPORT DISCUSSION & CORPORATE FINANCIAL FINANCIAL OF DIRECTOR MEETING ANALYSIS GOVERNANCE STATEMENTS STATEMENTS 5
AJAY SINGH AJAY FCS No : 5189 Annual Report 2014-15 Rahejas, 4th Floor, Rahejas, 4th Floor, Hathway Cable & Datacom Limited Hathway Cable & Datacom Limited BY ORDER OF THE BOARD ORDER BY Santacruz West, Mumbai 400 054 Santacruz West, Corner of Main Avenue & V.P. Road, & V.P. Avenue Corner of Main Company Secretary& Compliance Officer and e-voting and e-voting menu available at www.evotingindia. helpdesk. to an email helpsection or write com under [email protected]. rights of shareholders The voting shall in proportion be to their shares of the paid up equity share capital of the Tuesday, date (record date) of Company as on the cut-off 04th August, 2015 Mr. Himanshu Kamdar, Practising Company Secretary the 5171) has been appointed as (Membership No. the e-voting process in a fair and Scrutinizer to scrutinize transparent manner. The Scrutinizer shall within a period not exceeding three e-voting the of conclusion the from working days (3) period the presence of at least two unblock the votes in (2) witnesses not in the employment of the Company and make a Scrutinizer’s Report the votes cast in favour or of forthwith to the Chairman of the Company. against, if any, The Results shall be declared on or after the conclusion The Annual General MeetingCompany. of the of the Results declared with the Scrutinizer’s along Report website www.hathway. shall be placed on the Company’s The results will also com and on the website CDSL. of the Exchanges on which be communicated to the Stock equity shares are listed. Company’s by the Bombay Incorporated Law Society) in 1990 and specializes in knowledge of not only personal also laws relating laws but to field ofimmovable property and documentation. “Conveyancing”, which covers EXPLANATORY STATEMENT PURSUANT TO SECTION 102 SECTION PURSUANT TO STATEMENT EXPLANATORY 2013: ACT, OF THE COMPANIES ITEM NO. 5 Justification under Section 150(2) Act, of 2013 the Companies Ameeta Parpia as for considering the appointment of Ms. Independent Director is as under: Advocate and Solicitor Ameeta Parpia is a renowned Ms. Advocates and H Parpia and Company, A partner of Messrs. Solicitors. Ms. Parpia has passed the Examination (conducted Place: Mumbai Date: May 29, 2015
Non-Individual other than shareholders (i.e. Individuals, HUF, NRI etc.) and and www.evotingindia.com log on to required to Custodians are Custodians register themselves as Corporates and respectively. scanned Form bearing copy of the Registration A should be emailed entity the stamp and sign of the to [email protected]. After receiving the login details they should create compliance user using the admin login and The Compliance user would be able to password. link the depository account(s) / folio numbers on which they wish to vote. helpdesk. accounts shouldbe mailed to of list The [email protected] and on approval of the accounts they would be able to cast their vote. scanned copy of the Board Resolution and Power A favour in issued have they which (POA) Attorney of should be uploaded in of the Custodian, if any, scrutinizer to the for system in the format PDF verify the same. In case you have any queries or issues regarding e-voting, Asked Questions (“FAQs”) refer the Frequently you may Click on the EVSN for the relevant EVSN for the relevant Click on the
(xviii) (xi) (xii) (xiii) (xiv) (xv) (xvi) (xvii) Ms. Ameeta Parpia has been a Non-Executive Independent appointment of M/s. Ashok Agarwal & Co., Cost Accountant, Director of Prism Cement Limited since May 5, 2010 and in as Cost Auditor, to conduct the audit of the cost records of the Supreme Petrochem Limited since April 24, 2013. Company for the financial year ending March 31, 2016 and The other details of Ms. Parpia in terms of Clause 49 of the also approved the remuneration of ` 5,00,000/- (Rupees Five Listing Agreement, is annexed to this Notice. Lakhs only) to be paid to him.
In terms of Section 161(1) of the Companies Act, 2013, In accordance with the provisions of Section 148 of the Act Ms. Parpia holds office as Additional Director only up to the read with the Companies (Audit and Auditors) Rules, 2014, the date of the forthcoming Annual General Meeting. The Company remuneration payable to the Cost Auditor requires to be ratified has received a notice pursuant to Section 160 of the by the shareholders of the Company. Companies Act, 2013 along with the amount of requisite deposit from one of the members signifying his intention Accordingly, it is proposed to seek approval of the members by to propose the appointment of Ms. Parpia as a Director. passing an Ordinary Resolution as set out at Item No. 6 of the The Board of Directors is of the opinion that her vast knowledge Notice for ratification of the remuneration payable to the Cost and varied experience will be of great value to the Company Auditor for the financial year ending March 31, 2016. and hence recommends the Resolution at Item No. 5 of this None of the persons specified in Section 102 of the Notice for your approval. Notice received under Section 160 Companies Act, 2013 namely the Promoters, Directors, Key of the Companies Act, 2013 is available for inspection by the members at the Registered Office of the Company during the Managerial Personnel, Relatives of Promoters, Directors business hours on any working day up to the date of the Annual and Key Managerial Personnel or the entities comprising the General Meeting. interest of Promoters, Directors or Key Managerial Personnel, are concerned or interested financially or otherwise in the Except Ms. Ameeta Parpia and her relatives, none of the persons above resolution. specified in Section 102 of the Companies Act, 2013, namely the Promoters, Directors, Key Managerial Personnel, Relatives of Promoters, Directors and Key Managerial Personnel or the BY ORDER OF THE BOARD entities comprising the interest of Promoters, Directors or Key Managerial Personnel are concerned or interested financially AJAY SINGH or otherwise in the above resolution. Company Secretary& Compliance Officer FCS No : 5189 ITEM NO. 6 Rahejas, 4th Floor, The Board of the Directors of the Company as per the Place: Mumbai Corner of Main Avenue & V.P. Road, recommendation of the Audit Committee, has approved the Date: May 29, 2015 Santacruz West, Mumbai 400 054
6 CORPORATE 5-YEAR PROFILE OF NOTICE OF THE DIRECTORS’ MANAGEMENT REPORT ON STANDALONE CONSOLIDATED OVERVIEW HIGHLIGHTS BOARD ANNUAL GENERAL REPORT DISCUSSION & CORPORATE FINANCIAL FINANCIAL OF DIRECTOR MEETING ANALYSIS GOVERNANCE STATEMENTS STATEMENTS 7 Annual Report 2014-15
Hathway Cable & Datacom Limited Hathway Cable & Datacom Limited
or not). or
*Directorships includes Directorship of other Indian Public Companies and Committee memberships includes only Audit Committee and Stakeholders’ Relationship Committee of Public Limited Company (whether Listed Listed (whether Company Limited Public of Committee Relationship Stakeholders’ and Committee Audit only includes memberships Committee and Companies Public Indian other of Directorship includes *Directorships
– Audit Committee -Member Committee Audit – Boards of companies in which he is Director* is he which in companies of Boards
Nil Nil Nil Asianet Satellite Communication Ltd Ltd Communication Satellite Asianet 1. Chairman/ Member in the Committees of the the of Committees the in Member Chairman/
Company Limited Company
Raheja QBE General Insurance Insurance General QBE Raheja 3. Asianet Satellite Communication Ltd Communication Satellite Asianet 3.
Limited
Supreme Petrochem Limited Petrochem Supreme 2. Limited India Moviez UFO 2. Innovassynth Technologies Limited Technologies Innovassynth 2. Exide Life Insurance Company Company Insurance Life Exide 2.
companies*
Prism Cement Ltd Cement Prism 1. Limited Telecom Birla Aditya 1. Sonata Software Limited Software Sonata 1. Asianet Satellite Communication Ltd Communication Satellite Asianet 1. List of the directorships held in other other in held directorships the of List
27,315 Nil Nil 11,95,53,000 Company the in held shares of Number
Eircom Ltd (Ireland). Ltd Eircom
Deutschland AG (Germany) and and (Germany) AG Deutschland
Idea Cellular Ltd (India), Kabel Kabel (India), Ltd Cellular Idea
from past board positions at at positions board past from
Cable & telecom sector experience experience sector telecom & Cable 2)
Providence Equity. Providence
and documentation. and and investment experience at at experience investment and
also laws relating to immovable property property immovable to relating laws also experience at Morgan Stanley Stanley Morgan at experience etc. Estates, etc. Estates,
knowledge of not only personal laws but but laws personal only not of knowledge through past investment banking banking investment past through and Acquisitions, Treasury Operations, Operations, Treasury Acquisitions, and Companies, Petro-Chemicals, Real Real Petro-Chemicals, Companies,
“Conveyancing”, which covers covers which “Conveyancing”, corporate finance experience experience finance corporate experience in Project Appraisal, Mergers Mergers Appraisal, Project in experience Communications, Retailing, Investment Investment Retailing, Communications,
Specialization in the field of of field the in Specialization Mergers & Acquisitions and and Acquisitions & Mergers 1) More than two decades of work work of decades two than More Expertise in Specific Functional Area Functional Specific in Expertise Experience in Cable Television, Satellite Satellite Television, Cable in Experience
Wharton School of Pennsylvania of School Wharton
University of California and MBA from from MBA and California of University
in Electrical Engineering from the the from Engineering Electrical in CFA
LLB Qualifications MBA from London Business School & & School Business London from MBA CWA & IIM Ahmedabad IIM & CWA B.Tech from IIT, Master’s Degree Degree Master’s IIT, from B.Tech
Date of Appointment on the Board the on Appointment of Date 28th March, 2008 March, 28th 04th June, 1996 June, 04th 11th May, 2012 May, 11th 11th February, 2015 February, 11th
Nationality Indian Indian British Indian
Date of Birth of Date 13th June, 1984 June, 13th 12th April, 1969 April, 12th 19th September, 1965 September, 19th 22nd September, 1965 September, 22nd
Name of Director of Name Mr. Viren Raheja Viren Mr. Mr. Vinayak Aggarwal Vinayak Mr. Mr. Biswajit Subramanian Biswajit Mr. Ms. Ameeta Parpia Ameeta Ms.
(VIII) (E) OF THE LISTING AGREEMENT) ARE AS UNDER: AS ARE AGREEMENT) LISTING THE OF (E) (VIII) DETAILS OF DIRECTORS SEEKING APPOINTMENT AND RE-APPOINTMENT AT THE FORTHCOMING ANNUAL GENERAL MEETING (PURSUANT TO CLAUSE 49 49 CLAUSE TO (PURSUANT MEETING GENERAL ANNUAL FORTHCOMING THE AT RE-APPOINTMENT AND APPOINTMENT SEEKING DIRECTORS OF DETAILS