ANNEXURE V MGT-9-EXTRACT OF ANNUAL RETURN As on financial year ended on 31 st March, 2019 [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS: CIN : L64204MH1959PLC011421 Registration Date : 07 th August, 1959 Name of the Company : Hathway Cable and Datacom Limited Category / Sub-Category of the Company : Public Limited Company Address of the Registered office and contact details : Rahejas, 4 th Floor, Corner of Main Avenue & V. P. Road, Santacruz West, Mumbai 400054 Whether listed company : Yes / No Name, Address and Contact details of Registrar and Transfer Agent, if any: : Link Intime India Private Limited C 101, 247 Park, L B S Marg, Vikhroli West, Mumbai 400083 Tel : (022) 49186000 Fax : (022) 49186060 II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the company shall be stated:- Sr. No. Name and Description of main products/ services NIC Code of the Product/service % to total turnover of the Company 1 Broadband Service Division 61- 61104 (NIC Code of 2008) 100 III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Sr. No. Name and address of the Company CIN / GLN Holding/ subsidiary/ associate % of Sharehold ing Applicab le section 1. Vision India Network Private Limited 805/806, Windsor, 8 th Floor, Off CST Road, Kalina, Santacruz (East), Mumbai - 400098 U64204MH1996PTC291662 Subsidiary 100.00 2(87)(ii)
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ANNEXURE V MGT-9-EXTRACT OF ANNUAL RETURN
As on financial year ended on 31st March, 2019 [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
CIN : L64204MH1959PLC011421 Registration Date : 07th August, 1959 Name of the Company : Hathway Cable and Datacom Limited Category / Sub-Category of the Company
: Public Limited Company
Address of the Registered office and contact details
: Rahejas, 4th Floor, Corner of Main Avenue & V. P. Road, Santacruz West, Mumbai 400054
Whether listed company : Yes / No Name, Address and Contact details of Registrar and Transfer Agent, if any:
: Link Intime India Private Limited C 101, 247 Park, L B S Marg, Vikhroli West, Mumbai 400083 Tel : (022) 49186000 Fax : (022) 49186060
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of the company shall be stated:-
Sr. No.
Name and Description of
main products/ services
NIC Code of the Product/service
% to total turnover of the Company
1 Broadband Service Division 61- 61104 (NIC Code of 2008) 100
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Sr. No. Name and address of the Company CIN / GLN
Holding/ subsidiary/ associate
% of Sharehold
ing
Applicable
section
1.
Vision India Network Private Limited 805/806, Windsor, 8th Floor, Off CST
Road, Kalina, Santacruz (East), Mumbai - 400098
U64204MH1996PTC291662 Subsidiary 100.00 2(87)(ii)
2.
Liberty Media Vision Private Limited 805/806, Windsor, 8th Floor, Off CST
Road, Kalina, Santacruz (East), Mumbai - 400098
U64204MH1996PTC291662 Subsidiary 100.00 2(87)(ii)
3.
Ideal Cables Private Limited 805/806, Windsor, 8th Floor, Off CST
Road, Kalina, Santacruz (East), Mumbai - 400098
U74999MH1996PTC288227 Subsidiary 100.00 2(87)(ii)
4.
Bee Network & Communications Private Limited
805/806, Windsor, 8th Floor, Off CST Road, Kalina, Santacruz (East),
Mumbai - 400098
U64200MH1996PTC287619 Subsidiary 100.00 2(87)(ii)
5.
Binary Technology Transfers Private Limited
805/806, Windsor, 8th Floor, Off CST Road, Kalina, Santacruz (East),
Mumbai - 400098
U74140MH1987PTC045344 Subsidiary 100.00 2(87)(ii)
6.
Hathway Media Vision Private Limited
805/806, Windsor, 8th Floor, Off CST Road, Kalina, Santacruz (East),
Mumbai - 400098
U64204MH1995PTC086909 Subsidiary 100.00 2(87)(ii)
7.
UTN Cable Communication Private Limited
805/806, Windsor, 8th Floor, Off CST Road, Kalina, Santacruz (East),
Mumbai - 400098
U92132MH1998PTC294956 Subsidiary 100.00 2(87)(ii)
8.
ITV Interactive Media Private Limited 805/806, Windsor, 8th Floor, Off CST
L64204GJ2006PLC048908 Associate Company 37.32 2(6)
49.
Pan Cable Services Private Limited 104, Mansi Complex, Premchand
Nagar, Satellite Road, Ahmedabad – 380015
U31300GJ1995PTC025831 Associate Company 33.33 2(6)
50.
Hathway VCN Cablenet Private Limited
Rahejas, 4th Floor, Corner of Main Avenue & V. P. Road, Santacruz (w),
Mumbai 400054
U92190MH1999PTC117912 Associate Company 25.03 2(6)
* During the financial year 2017-18, the investment (49%) in equity shares of Hathway Patiala Cable Private Limited (formerly known as Hathway Sukhamrit Cable & Datacom Private Limited) was classified as investment in Joint Venture. However, the management no longer intends to exercise its influence in operations of Hathway Patiala Cable Private Limited. Accordingly, such interest in Hathway Patiala Cable Private Limited has been reclassified and measured as financial assets in terms of Ind AS 109.
I SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):
i. Category-wise Share Holding:
Category of Shareholders
No. of Shares held at the beginning of the year (01.04.2018)
No. of Shares held at the end of the year (31.03.2019)
5 Jio Content Distribution Holdings Private Limited
0 0 0 749,382,454 42.34 0 0
6 Jio Internet Distribution Holdings Private Limited
0 0 0 300,337,845 16.97 0 0
7 Jio Cable and Broadband Holdings Private Limited
0 0 0 223,980,916 12.65 0 0
8 Reliance Industries Limited
0 0 0 0 0 0 0
9 Digital Media Distribution Trust
0 0 0 0 0 0 0
10 Reliance Content Distribution Limited
0 0 0 0 0 0 0
11 Reliance Industrial Investments and Holdings Limited
0 0 0 0 0 0 0
Total 361,061,015 43.48 0 1,665,562,230 94.09 0 50.61 *There is no change in the shareholding. However, there is reduction in the percentage of shareholding as a result of increase in number of promoter/promoter group. **Though there was a preferential allotment made during the year, there was reduction in percentage of shareholding as a result of increase in number of promoter/promoter group.
iii. CHANGE IN PROMOTERS’ SHAREHOLDING:
Sr. No.
Name Shareholding Date Increase/ Decrease
in shareholding
Reason Cumulative Shareholding during the year (01-04-18 to
31-03-19) No. of Shares at the beginning
(01-04-18)/end of the year(31-03-19)
% of total shares of
the Company
No. of Shares % of total shares of
the Company
1. Akshay Rajan Raheja
121,413,000 14.62 01/04/2018 30/01/2019 Decrease in
percentage Increase
in number
of promote
rs
121,413,000 6.86 31/03/2019 121,413,000 6.86
2 Viren Rajan Raheja
119,553,000 14.40 01/04/2018 30/01/2019 Decrease in
percentage Increase
in number
of promote
rs
119,553,000 6.75 31/03/2019 119,553,000 6.75
3 Hathway Investments Private Limited
81,845,015 9.86 01/04/2018 29/08/2018 Increase in
shareholding Allotmen
t of 30800000 equity shares of
the Compan
y
112,645,015 6.36
112,645,015 6.36 31/03/2019 112,645,015 6.36
4 Spur Cable and Datacom Private Limited
38,250,000 4.60 01/04/2018 30/01/2019 Decrease in
percentage Increase
in number
of promote
rs
38,250,000 2.16 31/03/2019 38,250,000 2.16
5 Jio Content Distribution Holdings Private Limited
0 0 01/04/2018 30/01/2019 534,698,609 Allotmen
t of 534,698,
609 equity
shares of the
Company
534,698,609 30.21
26/02/2019 214,683,845 Open Offer
749,382,454 42.34
749,382,454 42.34 31/03/2019 749,382,454 42.34
6 Jio Internet Distribution Holdings Private Limited
0 0 01/04/2018 30/01/2019 214,296,755 Allotmen
t of 214,296,
755 equity
shares of the
Company
214,296,755 12.11
26/02/2019 86,041,090 Open Offer
300,337,845 16.97
300,337,845 16.97 31/03/2019 300,337,845 16.97
7 Jio Cable and Broadband Holdings Private Limited
0 0 01/04/2018 159,814,636 Allotment of
159,814,636
equity shares of
the Compan
y
159,814,636 9.03
26/02/2019 64,166,280 Open Offer
223,980,916 12.65
223,980,916 12.65 31/03/2019 223,980,916 12.65
iv. SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS
AND HOLDERS OF GDRS AND ADRS):
Sr. No. Name
Shareholding
Date
Increase/ Decrease
in shareholding
Reason
Cumulative Shareholding during the year (01-04-18
to 31-03-19) No. of Shares at the beginning
(01-04-18)/end of
the year (31-03-19)
% of total shares of
the Company
No. of Shares
% of total shares of
the Company
1. CLSA Global Markets Pte. Limited
79,346,924 9.56 01/04/2018 20/04/2018 5,492,522 Sale 73,854,402 8.89 27/04/2018 73,661,395 Sale 193,007 0.02 13/07/2018 50,000 Acquisitio
Net Change 77,31,11,233 87,44,74,997 - 1,64,75,86,230
Indebtedness at the end of the financial year
i) Principal Amount 8,81,79,96,916 1,02,40,00,000 - 9,84,19,96,916
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 3,57,64,359 - - 3,57,64,359
Total (i+ii+iii) 8,85,37,61,275 1,02,40,00,000 - 9,87,77,61,275
III REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (in Rs.)
Sl. No. Particulars of Remuneration
Name of Managing Director
Mr. Rajan Gupta 1 Gross salary (a) Salary as per provisions contained in
section 17(1) of the Income Tax Act, 1961 2,16,14,201
(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961
-
(c) Profits in lieu of salary under section 17(3) of the Income-tax Act, 1961
-
2 Stock Option - 3 Sweat Equity - 4 Commission - - as % of profit - - others, specify- Incentive 44,66,000 5 Others, please specify-Provident Fund 7,60,320 Total (A) 2,68,40,521 Ceiling as per the Act Not Applicable
B. REMUNERATION TO OTHER DIRECTORS: None of the other Directors receive remuneration except
sitting fees.
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD
(in Rs.) Sl.
No. Particulars of
Remuneration Key Managerial Personnel
Mr. Ajay Singh
Company Secretary
Mr. Sitendu Nagchaudhuri
Chief Financial Officer
Total
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961
5,739,993 11,313,696 17,053,689
(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961
- - -
(c) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961
Specify: Provident Fund Exempt from tax (Incl. PF)
225,000 484,258 709,258
Total 79,64,993 1,17,97,954 19,762,947
IV PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: There were neither any penalties/punishment levied on the Company nor the compounding of offences was done during the year under review.
For and on behalf of the Board sd/- sd/- Rajan Gupta Viren Raheja Managing Director Director DIN 07603128 DIN 00037592 Place: Mumbai Date: 15th April, 2019 Registered Office Rahejas, 4th Floor, Corner of Main Avenue & V. P. Road, Santacruz West, Mumbai 400054 CIN: L64204MH1959PLC011421 Tel No. 022-26001306 Fax No. 022-26001307 Mail: [email protected] website: www.hathway.com