Annual Report 2010-11
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Annual Report 2010-11 Board of Directors Board of DirectorsMr. Bharat Shah Chairman Mr. Rajan Raheja Director Mr. Akshay Raheja Director Mr. Viren Raheja Director Mr. K. Jayaraman Managing Director & CEO Mr. Vinayak Aggarwal Director Mr. Jagdishkumar G. Director Mr. Uday Shankar Director Mr. Brahmal Vasudevan Additional Director Mr. Sasha Mirchandani Director Mr. Sridhar Gorthi Director Mr. Devendra Shrotri Director Company Secretary Mr. Milind Karnik President - Finance & Company Secretary 4eIistered 1fſce Contents Page Nos. “Raheja”, 4th Floor, Corner of Main Avenue & V. P. Road, Notice 2 Santacruz (W), Mumbai - 400 054. Directors Report 7 Statutory Auditors Management Discussion & Analysis 24 G. M. Kapadia & Co. Report on Corporate Governance 26 Chartered Accountants Standalone Auditors’ Report 36 Advocates & Solicitors Standalone Balance Sheet 40 AZB & Partners 5VCPFCNQPG2TQſV.QUU#EEQWPV 41 .CY1HſEGUQH+PFW/CNJQVTC#UUQEKCVGU Thakore Jariwala & Associates Standalone Cash Flow Statement 42 Schedules 44 Bankers Consolidated Auditors’ Report 83 Axis Bank Limited Consolidated Balance Sheet 84 +%+%+$CPM.KOKVGF Yes Bank Limited %QPUQNKFCVGF2TQſV.QUU#EEQWPV 85 Consolidated Cash Flow Statement 86 Registrar & Transfer Agent Schedules to Consolidated Financial 88 Statements .KPM+PVKOG+PFKC2TKXCVG.VF C-13, Pannalal Silk Mills Compound, Attendance Slip & Proxy Form LBS Marg, Bhandup (W), Mumbai - 400 078. Tel.: 25963838 Fax: 25946969 1 Hathway Cable & Datacom Limited Notice NOTICE is hereby given that the Fifty First Annual General and as recommended by the Remuneration Committee of the Meeting of the Company will be held on Tuesday, 27th day Board of Directors, approval of the members of the Company of September, 2011, at 3.00 p.m. at ISKONs Auditorium, Hare be and is hereby accorded to the re-appointment of Mr. K. Krishna Land, Next to Hare Krishna Temple, Juhu, Mumbai – Jayaraman as the Managing Director & CEO of the Company 400 049, to transact the following business: with effect from 27th September 2011 till 7th August, 2013, at a ORDINARY BUSINESS: remuneration as stated herein below, with liberty to the Board of Directors to alter and vary terms and conditions from time 1. To receive, consider and adopt the Audited Balance Sheet to time: CUCVUV/CTEJCPFVJG2TQſVCPF.QUU#EEQWPVHQT the year ended on that date together with the Reports of ¾ Salary: Directors’ and Auditors’ thereon. Proportionately for the period 27.09.2011 to 07.08.2012: 2. To appoint a Director in place of Mr. Viren Raheja, who retires at the rate of Rs.1.50 crores per annum (excluding by rotation at the ensuing Annual General Meeting and being gratuity & leave encashment at the end of the tenure) eligible, offers himself for re-appointment. but including salary, allowances, company’s contribution to provident fund, superannuation fund or annuity fund 3. To appoint a Director in place of Mr. Uday Shankar, who retires by rotation at the ensuing Annual General Meeting From 08.08.2012 to 07.08.2013: Rs.1.75 crores and being eligible, offers himself for re-appointment. per annum (excluding gratuity & leave encashment at the end of the tenure) but including salary, 4. To appoint a Director in place of Mr. Jagdish Kumar G, who allowances, company’s contribution to provident fund, retires by rotation at the ensuing Annual General Meeting superannuation fund or annuity fund and who has not offered himself for re-appointment: +P CFFKVKQP VQ VJG CDQXG UWDLGEV VQ CEJKGXGOGPV QH “RESOLVED THAT pursuant to the provisions of Section 256 and other applicable provisions of the Companies Act, 1956, targets such as ebidta, broadband revenue, organic if any, Mr. Jagdish Kumar G., who retires by rotation at the revenue growth and achievement of digital rollout ensuing Annual General Meeting and who has not offered targets, the Board of Directors may at their discretion himself for re-appointment, hereby ceases to be a director approve performance incentive, as may be decided, of the Company with immediate effect and that the vacancy however not exceeding 1.50 times the above mentioned ETGCVGFD[VJGEGUUCVKQPQHVJGUCKFFKTGEVQTDGPQVſNNGFWRŒ ſZGFUCNCT[ 6Q EQPUKFGT CPF KH VJQWIJV ſV VQ RCUU YKVJ QT YKVJQWV ¾ The Managing Director & CEO shall be provided with a OQFKſECVKQP U VJG HQNNQYKPI TGUQNWVKQP CU CP 1TFKPCT[ car and driver for Company’s business. The Company Resolution: shall reimburse actual entertainment and travelling expenses incurred by the Managing Director & CEO, in “RESOLVED THAT the retiring Statutory Auditors, M/s. G. connection with the Company’s business. M. Kapadia & Co, Chartered Accountants, (Registration No. 104767W) who being eligible, have offered themselves ¾ The Managing Director & CEO shall be entitled to sitting for re-appointment, be and are hereby re-appointed as the fees at the rate of Rs.20,000/ – per meeting for attending 5VCVWVQT[ #WFKVQTU QH VJG %QORCP[ VQ JQNF QHſEG HTQO VJG the meetings of the Board of Directors. conclusion of this meeting until the conclusion of next Annual RESOLVED FURTHER THAT in the event of absence General Meeting at a remuneration to be mutually agreed QTKPCFGSWCE[QHPGVRTQſVKPCP[ſPCPEKCN[GCTFWTKPIVJG between the Board of Directors and the Statutory Auditors.” tenure of the Managing Director & CEO, the aforesaid SPECIAL BUSINESS remuneration shall be payable to the Managing Director & CEO as minimum remuneration subject to approval of 6. 6Q EQPUKFGT CPF KH VJQWIJV ſV VQ RCUU YKVJ QT YKVJQWV Central Government, if required. OQFKſECVKQP U VJG HQNNQYKPI TGUQNWVKQP CU CP 1TFKPCT[ Resolution: RESOLVED FURTHER THAT the Board of Directors “RESOLVED THAT Mr. Brahmal Vasudevan, who was of the Company, be and is hereby authorised to do all appointed as an Additional Director of the Company with such acts, deeds, matters and things as in their absolute effect from 9th May, 2011 pursuant to the provisions of discretion they may consider necessary, expedient or Section 260 of the Companies Act, 1956 (the said Act) and in desirable to give effect to this resolution or otherwise accordance with the Article 32 of the Articles of Association of considered by them in the best interest of the Company.” VJG%QORCP[CPFVQJQNFQHſEGWRVQVJGFCVGQHVJGGPUWKPI 8. 6Q EQPUKFGT CPF KH VJQWIJV ſV VQ RCUU YKVJ QT YKVJQWV Annual General Meeting of the Company and for whose OQFKſECVKQP U VJG HQNNQYKPI TGUQNWVKQP CU C 5RGEKCN appointment, the Company has received a notice under Resolution: Section 257 of the said Act from a shareholder proposing VJGECPFKFCVWTGQH/T$TCJOCN8CUWFGXCPHQTVJGQHſEGQH “RESOLVED THAT subject to the provisions of Section a Director of the Company, be and is hereby appointed as 309 (5B) and all other applicable provisions if any, of the C&KTGEVQTQHVJG%QORCP[YJQUGRGTKQFQHQHſEGUJCNNDG Companies Act 1956, and subject to the approval of the subject to retirement by rotation.” Central Government, consent of the shareholders of the Company be and is hereby accorded for waiver of the excess 6Q EQPUKFGT CPF KH VJQWIJV ſV VQ RCUU YKVJ QT YKVJQWV remuneration of Rs. 23,62,405/ – paid to Mr. K. Jayaraman, OQFKſECVKQP U VJG HQNNQYKPI TGUQNWVKQP CU C 5RGEKCN Managing Director & CEO for the period from 26th August, Resolution: 2009 to 07th February, 2010 and the sitting fees of Rs. “RESOLVED THAT pursuant to the provisions of Section 1,20,000/ – from 26th November 2009 till 12th August 2011 198, 269, 309, 311 and other applicable provisions, if any, paid to Mr. K. Jayaraman, Managing Director & CEO of the QHVJG%QORCPKGU#EVTGCFYKVJ5EJGFWNG:+++VJGTGVQ Company. KPENWFKPICP[UVCVWVQT[OQFKſECVKQPQTGPCEVOGPVVJGTGQH CPF RESOLVED FURTHER THAT the shareholders of the subject to the Central Government approval and such other Company convey their irrevocable no objection for waiver of approval(s) of such other authorities as may be necessary 2 Annual Report 2010-11 the aforesaid excess payment of remuneration made to Mr. reports, documents and any other correspondence by K. Jayaraman, Managing Director & CEO of the Company. electronic mode are requested to register their email addresses and changes therein, from time to time, with RESOLVED FURTHER THAT VJG%QORCP[FQſNGPGEGUUCT[ Company’s Registrar and Transfer Agent in respect of application in eform No. 25A with Central Government/ shares held in physical form and with respective Depository Ministry of Corporate Affairs and the same be supported with Participants (DP) where the shares are held in dematerialized FGVCKNGF LWUVKſECVKQP YKVJ TGICTF VQ EKTEWOUVCPEGU KP YJKEJ form. Shareholders holding shares in physical form can the excess payment was made and such other information send their email address for registration to rnt.helpdesk@ as may be deemed prudent. linkintime.co.in quoting the Folio Number and Name of the RESOLVED FURTHER THAT any one of the Directors of Company. the Company or the Company Secretary be and is hereby EXPLANATORY STATEMENT PURSUANT TO SECTION authorized to sign the above application and to take all such 173(2) OF THE COMPANIES ACT, 1956: steps as may be necessary, proper or expedient to give effect to this resolution.” Item No. 6 BY ORDER OF THE BOARD Mr. Brahmal Vasudevan was appointed as an Additional Director of the Company with effect from 09th May, 2011. Pursuant to MILIND KARNIK the provisions of Section 260 of the Companies Act, 1956 and President – Finance & Company Secretary in accordance with the Article 32 of the Articles of Association QHVJG%QORCP[/T$TCJOCN8CUWFGXCPUJCNNJQNFQHſEGWRVQ the date of the ensuing Annual General Meeting of the Company. REGISTERED OFFICE: The Company