The Directors have pleasure in presenting the 30th Annual Report
together with the Audited Accounts and Auditors'' Report of your company
for the Financial Year ended on 31st March, 2015.
1. Financial Highlights:
The highlights of the financial results of your company are as under:
Year Ended Year Ended
Total Revenue 3272.05 3327.13
Earnings Before Interest,
and Amortization (EBIDTA) 184.15 193.77
Interest and Finance Charges (56.46) (67.27)
Depreciation (70.54) (56.95)
Profit Before Tax 57.15 69.91
Provision for Tax -Current year (20.70) (20.63)
Provision for (Deferred Tax)/ Assets 15.40 6.61
Profit After Tax 51.85 55.89
Balance carried over to Balance Sheet 51.85 55.89
Year Ended Year Ended
Total Revenue 3298.22 3327.18
Earnings Before Interest,
and Amortization (EBIDTA) 188.03 180.69
Interest and Finance Charges (56.96) (67.34)
Depreciation (86.94) (57.19)
Profit Before Tax 44.13 56.16
Provision for Tax -Current year (20.70) (20.63)
Provision for (Deferred Tax)/ Assets 15.40 6.61
Profit After Tax 38.83 42.14
Balance carried over to Balance Sheet 38.83 42.14
2. Results of operations:
(a) Standalone Results:
The gross turnover for the year under review was '' 3272.05 lacs as
compared to Rs. 3327.13 lacs for the last year resulting a marginal
decline of 0.98% over last year. The operating EBIDTA was Rs. 184.15
lacs as compared to Rs. 193.77 during the last financial year. The
marginal decline was primarily caused due to the deferment of the
digitization programme of cable TV by the Government of India.
(b) Consolidated Results:
The consolidated turnover and consolidated EBIDTA was Rs. 3298.22 and
Rs. 188.03 respectively as compared to Rs.3327.18 and Rs. 180.69 for
the last year.
In accordance with the Accounting Standards AS-21, on Consolidated
Financial Statements, read with Accounting Standard AS-23 on Accounting
for Investment in Associates and AS-27 on Financial Reporting on
Investment in Joint Ventures, the audited Consolidated Financial
Statements are provided in the Annual Report.
Keeping in view of the funds requirement, especially for digital and set
top boxes business, your Board of Directors are of the view that the
current year''s profits be ploughed back into the operations and hence do
not recommend any dividend payment for the financial year ended 31st
March, 2015. However, the Board of Directors of your company is quite
confident to deliver growth and enhance shareholders'' value in the
4. Corporate Review:
Your company has two business divisions. The division-wise performance
of the company is as follows:
(i) CATV Division:
This division sells CATV equipment to cable TV operators and multi
system operators (MSOs). During the year under review, this division
supplied, installed and commissioned digital head-end systems to
various cable operators across the country and was able create its
pan-India presence for digital headend and digital products especially
for phase 3 & 4 markets which are the prime markets for your company.
The company was expecting to do much better in the financial year under
review in this division but due to deferment of digitalization it has
fallen short in the overall revenue that was projected for this
financial year. However, during the year under review, this division
recorded a growth of 18.02% over the last year.
(ii) Hotel Systems Division:
This division primarily addresses the hospitality sector, providing
solutions in cable TV and IPTV. This division witnessed tough
challenges during the year under review. The twin challenges it faced
were from market perspective and from the regulatory regime.
Tourism is a significant industry in India and has a cascading effect
on the hospitality sector. During FY 2014-15, the hotel occupancy rates
were around 54% and the average room rate decreased over the previous
year by about 3 - 4% due to supply pressure and general slowdown. Due
to this the hotels were not interested to invest in upgrading their
The Telecom Regulatory Authority of India (TRAI) announced a new tariff
order in the month of July-2015 and as per this order, commercial
establishments, which do not specifically charge its guest on account
of providing TV programming and offer them as part of amenities, are to
be treated like ordinary subscribers. The TRAI further clarified that
the commercial subscribers have to obtain television services only from
the distribution platform operators (DTH, MSO, HITS and IPTV
operators). As a result most of the hotels, which used to have their
own cable TV headends, opted for availing services directly from
distribution platform operators.
Due to these adverse conditions this division of your company suffered
heavily. The revenue of this division witnessed a sharp decline of
27.48% over the last financial year.
1. Projects and Expansion Plans:
In order to provide a complete range of products to cable television
operators and MSOs your company has started manufacturing world-class
digital headend products in its existing factory at Dehra Dun. The
products are manufactured under the know-how provided by its joint
venture company Catvision Unitron Pvt. Ltd.
To create state-of-the art manufacturing and testing facility for
digital products at its existing plant, your company invested Rs. 70.00
Lacs on test and manufacturing equipments.
Digitalization of cable TV has created a huge demand for set top boxes.
To address this demand your company has plans to start in-house
manufacturing of STBs. Toward this end your company has already entered
into an agreement with a design house which will provide the technology
as per requirement. Gradually the company will establish its own design
house. The own-manufactured STB will be launched in the market in the
first quarter of 2015-16.
6. Joint Venture Companies:
Your company and Unitron Group NV of Belgium entered into a joint
venture agreement pursuant to which two joint venture companies,
''Catvision Unitron Pvt. Ltd.'' in India and UNICAT Limited in the Middle
East (UAE), has been set up. These joint venture companies are
developing the new generation technologies for CATV products.
Pursuant to the provisions of Section 123(93) of the Companies Act,
2013, a statement containing salient features of the financial
statements of the company''s joint ventures in Form AOC-1 is attached to
the financial statements of the company.
Pursuant to the provisions of Section 136 of the Companies Act, 2013,
the financial statement of the company, consolidated financial
statement along with the relevant documents are available on the
website of the company.
7. Certification and Recognitions:
Quality of products and services is vital to any business. Your company
strives to achieve excellence in quality by instituting high standards,
periodic checks and reviews as we believe that right and efficient
processes can only help us in delivering consistently against all odds.
Your company''s Quality Management System (QMS) is aligned and focused
with the long term objectives of the company. The QMS of the company
has been reassessed this year as per the requirement of ISO 9001:2008
by the certification agency who conducted a renewal audit. Post audit,
the certification agency declared that the QMS of the company continues
to conform to international standard and recommended for renewal of the
ISO Certificate. The renewed certificate is valid up to 1st July, 2016.
Your Company is also accredited with ISO 14001-2004 and this
accreditation is valid till19th November, 2015
8. Fixed Deposits:
During the year your company has accepted unsecured Deposits only from
shareholders of the Company under Section 73 of the Companies Act,
2013, read with Companies (Acceptance of Deposits) Rule, 2014. Your
company got the Fixed Deposit Scheme rated from India Ratings &
Research Private Limited. The Fixed Deposit circular is valid up to the
date of the ensuing AGM or within six months from the close of the
financial year, whichever is earlier.
No amount of principal or interest was outstanding as per the previous
The details of the deposit accepted by company are given in the notes
to the financial statements.
9. Internal Control Systems and their Adequacy:
The company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit function is defined in the Internal Audit Manual. To
maintain its objectivity and independence, the Internal Audit function
reports to the Chairman of the Audit Committee of the Board and to the
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the company, its compliance with
operating systems, accounting procedures and policies at all locations
of the company. Based on the report of internal audit function, process
owners undertake corrective action in their respective areas and
thereby strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to
the Audit Committee of the Board.
The compliance team in the Legal and Secretarial department ensures,
amongst others, that there are adequate systems and processes in the
company commensurate with the size and operations to monitor and ensure
compliance with size and operations to monitor and ensure compliance
with applicable laws, rules, regulations and guidelines. The Human
Resources department carries out similar exercise for ensuring
compliance with all relevant legislation.
10. Directors'' & Key Managerial Personnel: Appointments:
In terms of the Section 149 of the Companies Act, 2013, the Members at
their meeting held on 30th September, 2014 had appointed Dr. Sunil
Anand, Mr. Raman Rajiv Misra and Mr. Jagdish Prasad as Independent
Directors of the company for a period of five years and all have given
declaration that they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013 and Clause 49 of the
Mrs. Hina Abbas was appointed as an Additional Director with effect
from 12th February, 2015 and holds the office till the forthcoming
Annual General Meeting and is proposed to be appointed as Executive
Director of the company for a period of three years with retrospective
effect from 12th February, 2015. A notice has been received from a
shareholder to appoint Mrs. Hina Abbas as a Director, along with the
requisite deposit amount.
In terms of the Articles of the company, Mr. Syed Athar Abbas, Director
of the company, retires by rotation at the ensuing Annual General
Meeting and, being eligible, offers himself for re-appointment as
Brief resume of the directors seeking re-appointment together with the
nature of their expertise in the specific functional areas, name of the
companies in which they hold directorship, as required in Clause 49 of
the Listing Agreement, are given in the accompanying Notice convening
the ensuing Annual General Meeting of the company.
Pursuant to the provisions of Section 203 of the Companies Act. 2013,
which came into effect from 1st April, 2014, the appointments of Mr.
Syed Athar Abbas, Managing Director, Mr. Vinod Rawat, Chief Financial
Officer and Ms. Rency George as Company Secretary as the Key Managerial
Personnnel of the Company were formalized.
11. Board Effectiveness:
(i) Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an evaluation of its
own performance, the directors individually as well as the evaluation
of the working of its Audit, Nomination & Remuneration Committees. The
manner in which the evaluation has been carried out has been explained
in the Corporate Governance Report.
(ii) Remuneration Policy:
The Board has, on the recommendation of the Nomination & Remuneration
Committee, framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
12. Directors'' Responsibilities Statement:
Pursuant to the provisions contained in Section 134 (5) of the
Companies Act, 2013, your Directors, based on the representation
received from the Operating Management and after enquiry, confirm:
a. that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
and that no material departure has been made from the same;
b. that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit of the company for the year under review;
c. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the company and for preventing and detecting fraud and other
d. that the Directors have prepared the annual accounts for the
financial year ended 31st March, 2015 on a ''going concern'' basis;
e. that the Directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively; and
f. that the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
13. Related Party Transactions:
All related party transactions that were entered into during the
financial year were on arm''s length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the company at large.
14. Subsidiary Companies:
The Company does not have any subsidiary.
15. Code of Conduct:
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course
of day to day business operations of the company. The company believes
in Zero Tolerance against bribery, corruption and unethical dealings/
behaviours of any form and the Board has laid down the directives to
counter such acts. The code laid down by the Board is known as code of
business conduct which forms an Appendix to the Code. The Code has
been posted on the Company''s website www.catvisionindia.com.
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees
in their business dealings and in particular on matters relating to
integrity in the work place, in business practices and in dealing with
stakeholders. The Code gives guidance through examples on the expected
behaviour from an employee in a given situation and the reporting
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code. All Management Staff were given
appropriate training in this regard.
16. Prevention of Insider Trading:
The company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the company. The Code requires preclearance
for dealing in the company''s shares and prohibits the purchase or sale
of company shares by the Directors and the designated employees while in
possession of unpublished price sensitive information in relation to the
company and during the period when the Trading Window is closed. The
Board is responsible for implementation of the Code.
All the Directors and the designated employees have confirmed
compliance with the Code.
17. Auditor''s Report & Secretarial Audit Report:
The observation made in the Auditors'' Report read together with
relevant notes thereon are self explanatory and hence, do not call for
any further comments under Section 134 of the Companies Act, 2013.
As required under section 204 (1) of the Companies Act, 2013 the
company has obtained secretarial audit report and in accordance with
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, Rule 9 the Secretarial Audit Report is annexed to the
Board''s Report as Annexure B and is self-explanatory and, therefore,
does not call for any further comments.
(i) Statutory Auditors:
M/s Gaur & Associates, Chartered Accountants, auditors of the company
were appointed Statutory Auditors of your company from the conclusion
of the previous Annual General Meeting for a term of three years i.e.
until the conclusion of the thirty second Annual General Meeting. They
have confirmed the eligibility under Section 141 of the Companies Act,
2013 and the Rules framed there under for reappointment as Auditors of
the Company. As required under Clause 49 of the Listing Agreement, the
auditors have also confirmed that they hold valid certificate issued by
the Peer Review Board of the Institute of Chartered Accountants of
In term of Section 139 of Companies Act, 2013, the company shall place
the matter relating to such appointment ratification by members at
every Annual General Meeting. So, the Auditor will be appointed every
year by the shareholders. Thus, an appropriate resolution seeking your
approval to the said re-appointment is appearing in the Notice
convening the Annual General Meeting of the company.
(ii) Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Board of Directors of your company have recommended the
appointment of Pramod Kothari & Co., a practicing firm of Company
Secretaries holding Practicing No. 1 1532, as its Secretarial Auditor to
conduct the Secretarial audit of your company for the financial year
ending 31st March, 2016. The Report of the Secretarial Audit carried out
is annexed herewith as Annexure B.
The Board at its meeting held on 30th May, 2015 has reappointed Pramod
Kothari & Co., a practicing firm of Company Secretaries, as Secretarial
Auditor for conducting Secretarial Audit of the Company for financial
(iii) Cost Auditor:
Pursuant to Section 148(2) of the Companies Act, 2013 read with
Companies ( Cost Records and Audit), Amendment Rules, 2014, your
company is not required to get its Cost Audit only records are required
to be maintained.
19. Business Risk Management:
The company''s vigorous risk management framework identifies and
evaluates business risks and opportunities. The company recognizes that
these risks need to be managed and mitigated to protect its
shareholders and other stakeholders, to achieve its business objectives
and enable sustainable growth. The risk framework is aimed at
effectively mitigating the company''s various business and operational
risks, through strategic actions. Risk management is embedded in our
critical business activities, functions and processes. The risks are
reviewed for the change in the nature and extent of the major risks
identified since the last assessment. It also provides control measures
for risks and future action plans.
Pursuant to the requirement of Clause 49 of the Listing Agreement, the
company has constituted a subcommittee of Directors to oversee
Enterprise Risk Management Framework to ensure execution of decided
strategies with focus on action and monitoring risks arising out of
unintended consequences of decisions or actions and related to
performance, operations, compliance, incidents, processes, systems and
transactions are managed appropriately.
The company believes that the overall risk exposure of present and
future risks remains within risk capacity.
20. Management Discussion and Analysis:
Information of the operation and financial performance, among others,
is given in the Management Discussion and Analysis report which is
annexed to this Report and has been prepared in accordance with Clause
49 of the Listing Agreement.
21. Corporate Governance:
Your company is committed to Corporate Governance as stipulated under
Clause 49 of the Listing Agreement. Your company believes that great
companies are built on the foundation of good governance practices. The
Board of Directors of your company lays strong emphasis on
transparency, accountability and integrity.
As required under Clause 49 of the Listing Agreement, report of
Corporate Governance, together with Auditors'' Certificate on compliance
of the conditions of Corporate Governance, along with the Management
Discussion and Analysis report and CEO/CFO Certificate on discharge of
finance function are attached as Annexure to this report.
22. Depository System:
Trading in Equity Shares of your company in the dematerialized form is
compulsory for all shareholders with effect from 25th September 2000 in
terms of the notification issued by the Securities and Exchange Board
of India (SEBI). The Equity Shares of the company are available for
dematerialization with the National Securities Depository Ltd. (NSDL)
and Central Depository Services (India) Ltd. (cDsL) under ISIN No. INE
660B01011. Currently 68.79% of the Equity Shares of the company are in
the demat form.
23. Statutory Disclosures:
(i) Particulars of Loans, Guarantees or investments:
The company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013.
(ii) Vigil Mechanism / Whistle Blower Policy:
The company has a vigil mechanism named Whistle Blower Policy to deal
with instance of fraud and mismanagement, if any.
In staying true to our values of Strength, Performance and Passion and
in line with our vision of being one of the most respected companies in
India, the company is committed to the high standards of Corporate
Governance and stakeholder responsibility.
The company has a Whistle Blower Policy to deal with instances of fraud
and mismanagement, if any. The Policy ensures that strict
confidentiality is maintained whilst dealing with concerns and also
that no discrimination will be meted out to any person for a genuinely
A calendar of Meetings is prepared and circulated in advance to the
During the year five Board Meetings and four Audit Committee Meetings
were convened and held. The details of which are given in the Corporate
Governance Report. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013.
(iv) Extract of Annual Return:
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as Annexure C.
(v) Details of Significant and Material Orders passed by the Regulators
or Courts or Tribunal impacting the going concern status and Company''s
operations in future:
There are no significant material orders passed by the
Regulators/Courts which would impact the going concern status of the
company and its, future operations.
(vi) Disclosure under the Sexual Harassment of Women at Work Place
(Prevention, Prohibition and Redressal) Act, 2013:
The company has in place an Anti-Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at Work Place
(Prevention, Prohibition and Redressal) Act, 2013. An internal
complaints Committee has been set up to redress complaints received
regarding sexual harassment. All the employees (permanent, contractual,
temporary, trainees) are covered under this policy. No complaints
pertaining to sexual harassment were received in the financial year
(vii) Particulars of Employees and Related Disclosures:
The information required pursuant to Section 197 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the reports and
accounts are being sent to the members and others entitled thereto,
excluding the information on employees'' particulars which is available
for inspection by the members at the Registered Office of the company
during business hours on working days of the company up to the date of
ensuing Annual General Meeting. If any member is interested in
inspecting the same, such member may write to the Company Secretary in
24. Acknowledgement and Appreciation:
Your Directors place on record their appreciation of the continued
support extended during the year by the company''s clients, business
associates, suppliers, bankers , government authorities and
international business associates without which Catvision could not
have achieved the desired results. Your Directors are also grateful to
all the shareholders and members of the company for their faith, trust
and confidence reposed on the management of the company.
Your Directors wish to convey their sincere appreciation to all the
employees including the workmen, for their sustained efforts,
dedication and hard work they put in the company, and are confident
that they will continue to contribute their best towards achieving
still better performance in the future.
For and on behalf of the Board of Directors
S. A. Abbas
Place : Noida-U.P Dr. Sunil Anand
Date :30th May, 2015 Independent Director