Equity Analysis

Directors Report

    Catvision Ltd
    Industry :  Trading
    BSE Code
    ISIN Demat
    Book Value()
    531158
    INE660B01011
    43.7566972
    NSE Symbol
    P/E(TTM)
    Mar.Cap( Cr.)
    N.A
    206.77
    14.65
    EPS(TTM)
    Face Value()
    Div & Yield %:
    0.13
    10
    0
     

To, The Members,

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

1. Financial Highlights:

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

Standalone Consolidated
Particulars Year Ended Year Ended Year Ended Year Ended
31.03.2024 31.03.2023 31.03.2024 31.03.2023
Total Revenue 2,058.75 2,208.33 2,058.75 2,208.33

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

36.23 102.42 36.23 102.42
Interest (2.33) (42.44) (2.33) (42.44)
Depreciation (69.46) (83.92) (69.46) (83.92)
Exceptional Item 648.99 (46.68) 648.99 (46.68)
Profit Before Tax 613.43 (70.63) 613.43 (70.63)
Share of Profit in Joint Venture - - (9.98) (16.25)
Provision for Current Tax (23.01) - (23.01) -
Provision for Deferred Tax 19.45 (0.48) 19.45 (0.48)
Profit After Tax 609.86 (71.11) 599.88 (87.36)

2. Quarter wise performance:

3. Results of operations:

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

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

(a) Standalone Results:

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

(b) Consolidated Results:

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

4. Consolidated Financial Statements:

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

5. Dividend:

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

6. Corporate Review:

Overview: The cable TV business continued its decline due to disruption of cable TV worldwide. Your company decided to exit the GPON hardware business because of its commoditization. Cut-throat competition between distributors of Chinese products has completely wiped-out profitability. This kind of business does not play to Catvision's strength which is mainly in execution of technology projects. The hospitality business delivered a similar performance as the previous year. As a result, even though the channel distribution business grew, the net turnover of your company declined by about 7% year on year. The company sold its office in Noida to meet net worth requirements of its channel distribution business and moved to rented premises. The capital infusion has been invested in fixed deposits and safe securities through Anand Rathi Wealth Management.

A division-wise performance is given below: i. Cable TV & GPON: There is no fresh investment flowing to new or existing cable TV networks. Hardware sales continued to decline. The GPON business of the company too declined due to severe price competition from distributors of Chinese products. Due to complete absence of profits your company decided to exit the GPON business. The convergence of cable TV and broadband networks has created a good opportunity for IPTV systems. Towards this end your company signed a partnership agreement with C-DOT for IPTV. Execution of IPTV projects are better aligned with the company's strengths. It is a niche segment where the company can acquire leadership. To reflect this change in focus your company has decided to rename this division as “IPTV Division”. ii. Hospitality Division: Sales and order booking were flat. However, there was growth in the “Build & Operate” business. The number of properties where Catvision has an annual guest TV services contract grew from 24 to 30, the revenue grew by 51%. This business is a profitable and recurring business of your company. The IPTV collaboration with CDOT will impact your company's hotel business too since many hotels now prefer 2-way IPTV and OTT to 1-way DTH or cable TV. iii. Channel Distribution: Due to the sole efforts of your company the policy announced by MIB on Nov 2022 - which increased the net worth requirements per channel by 4 times, was reversed. It was a critical break-through; without this reversal in policy your company would have struggled to sustain this business. Now it opens the gateway to future growth. Your company sold its office at Noida to further enhance its net worth so that it can add more channels to this profitable business. iv. Online Sales: Sales was flat in the year. Your company plans to add new products to this line.

7. Subsidiary/Associate/ Joint Venture Companies:

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

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

8. Public Deposits:

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

9. Internal Financial Control Systems and their Adequacy:

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

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

10. Board Committees:

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

11. Policy on Directors' Appointment and Remuneration:

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

12. Directors and Key Managerial Personnel:

Board of Directors

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

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

Key Managerial Personnel

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

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

13. Directors seeking Appointment / reappointment:

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

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

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

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

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

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

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

14. Board Effectiveness:

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

(i) Board Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and individual Directors pursuant to the provisions of the Act, Listing Regulations and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India dated January 5th, 2017. In a separate meeting of independent directors held on 14th February, 2024, performance of non-independent directors, the Chairman of the Board as a whole was evaluated, taking into account the views of executive directors and non-executive directors.

The criteria for performance evaluation include the following:

a. Individual Director's Performance Evaluation

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

b. Evaluation of the Board as a Whole

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

c. Performance Evaluation of Board Committees

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

(ii) Nomination & Remuneration Policy:

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

15. Change in the nature of Business:

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

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

(i) Conservation of Energy:

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

(ii) Research and Development:

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

(iii) Technology Absorption, Adoption and Innovation:

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

(iv) Foreign Exchange Earning and outgo:

Particulars

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

17. Directors' Responsibility Statement:

Pursuant to the provisions contained in Section 134(3)(c) of the Act, your Directors, to the best of their knowledge and belief and based on the representation and compliance certificate received from the Operating Management and after enquiry, pursuant to Section 134(5) of the Act, confirm that:

such accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as on 31st March, 2024, and of the profit and loss of the Company for the year ended on that date; proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; the financial statements for the financial year ended 31st March, 2024, have been prepared on a going concern basis; proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

18. Contracts or Arrangements or Transactions with Related Parties:

In accordance with the requirements of the Companies Act and Listing Regulations, your Company has also adopted the Policy on Related Party Transactions and same is available on website of the Company at www.catvisionindia.com. All RPT entered into during the financial year 2023-24 were in the ordinary course of business and were on at arm's length basis and were placed before the Audit Committee for its approval. During the year under review, there has been no materially significant related party transactions by the Company as defined under Section 188 of the Act and Regulations 23 of the Listing Regulations and accordingly no transactions are required to be reported in Form AOC-2 as per Section 188 of the Companies Act, 2013.

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

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

20. Code of Conduct:

The Board of Directors has endorsed a Code of Conduct that applies to both the Board Members and Senior Management of the Company. Emphasizing a "Zero Tolerance" policy towards bribery, corruption, and unethical behavior, the Board has established specific guidelines to address such issues. The updated Code of Conduct can be accessed on the Company's website at www.catvisionindia.com. This Code outlines the expected standards for business conduct, focusing on i ntegrity i n the workplace, ethical business practices, and interactions with stakeholders. As of 31st March, 2024, all Board Members and Senior Management have affirmed their adherence to the Code. A declaration confirming this compliance, signed by the Managing Director in accordance with Listing Regulations, is included in the Corporate Governance Report.

21. Prevention of Insider Trading:

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

22. Auditors and Auditors' Qualification:

(i) Statutory Auditors:

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

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

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

(ii) Secretarial Auditors:

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

23. Reporting of Fraud by Auditors:

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

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

24. Business Risk Management:

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

25. Management Discussion and Analysis:

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

26. Depository System:

Trading in Equity Shares of your Company in the dematerialized form is compulsory for all shareholders with effect from 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. 90% of the Equity Shares of the Company are in the demat form as on 31st March, 2024.

27. Listing of Shares:

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

28. Statutory Disclosures:

(i) Particulars of Loans, Guarantees or investments:

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

(ii) Vigil Mechanism / Whistle Blower Policy:

The Company has implemented a robust vigil mechanism overseen by the Audit Committee. As part of this mechanism, the Chairperson of the Audit Committee has been appointed as the Ombudsman responsible for overseeing the vigil process. The policy outlines a formal framework for directors and employees to report any genuine concerns or grievances related to unethical behavior, actual or suspected fraud, or violations of the Company's Code of Business Conduct and Ethics policy. The Company has also provided direct access to the Chairperson of the Audit Committee on reporting issues concerning Company. This Policy is amended from time to time to make it in line with the amendments to the SEBI (Listing Obligations and Disclosure Requirements) Regulations and SEBI (Prohibition of Insider Trading) Regulations. Further details are available in the Report on Corporate Governance that forms part of this Annual Report.

(iii) Board Meetings and Annual General Meeting

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

(iv) Corporate Governance:

Pursuant to regulation 15(2) of SEBI (LODR) Regulation 2015, provisions related to corporate governance viz: Regulation 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (LODR) Regulation 2015 are not applicable on Catvision Limited (“the Company”) as the paid up Equity Share Capital of the Company does not exceed Rs. 10 Crore and Net worth does not exceed Rs.25 Crore as on 31st March, 2024. Non-applicability Certificate with regard to above has been duly submitted to stock exchange. The Company imbibes the good Corporate Governance practices in its culture and accordingly, voluntarily attaching with this report the Report on Corporate Governance for the financial year ended 31st March, 2024.

(v) Secretarial Standards:

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

(vi) Extract of Annual Return:

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

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

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

(viii)Material Changes and Commitments:

In August, 2023, the management of the company made a strategic decision to sell the leasehold land and building premises located E-14 & E-15, Sector-8, Noida, to strengthen companies' financial position. Considering the favorable Real Estate market conditions in Noida, management decided to monetize aforesaid building premises, and to utilize the proceeds for future expansion plan. The decision taken by the management was in the overall best interest of all the stakeholders. Sale of the said Building Premises did not have any impact on the Company's existing business, as the company has also entered into agreement for availing the said building premises on lease. From this sale transaction, Company unlocked its Net worth and made capital gain of Rs. 648.99 Lacs.

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

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

(x) Particulars of Employees and Related Disclosures:

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

(xi) Change in Share Capital:

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

(xii) Transfer to Reserve:

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

(xiii) Declaration by Independent Directors:

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

29. Green Initiatives:

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

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

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

30. Acknowledgement and Appreciation:

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

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

For and on behalf of the Board of Directors

Syed Athar Abbas H ina Abbas
Managing Director

Whole Time Director

(DIN: 00770259)

(DIN: 01980925)

 

Place: Noida
Date: 14th August, 2024