To,
The Members,
Your Directors take pleasure in presenting their 38th Annual
Report covering the business and operations and Audited Financial Statement of your
Company for the financial year ended on 31st March, 2023.
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:
Particulars |
Standalone |
Consolidated |
|
Year Ended 31.03.23 |
Year Ended 31.03.22 |
Year Ended 31.03.23 |
Year Ended 31.03.22 |
Total Revenues |
2,208.33 |
2,242.33 |
2,208.33 |
2,242.33 |
Earnings Before Interest, Depreciation,
Taxation and |
102.42 |
154.51 |
102.42 |
154.51 |
Amortization (EBIDTA) |
|
|
|
|
Interest |
(42.44) |
(51.89) |
(42.44) |
(51.89) |
Depreciation |
(83.92) |
(84.23) |
(83.92) |
(84.23) |
Exceptional Item |
(46.68) |
- |
(46.68) |
- |
Profit Before Tax |
(70.63) |
18.39 |
(70.63) |
18.37 |
Share of Profit in Joint Venture |
- |
- |
(16.25) |
(0.01) |
Provision for Current Tax |
- |
(1.74) |
- |
(1.74) |
Provision for Deferred Tax |
(0.48) |
(3.61) |
(0.48) |
(3.61) |
Profit After Tax |
(71.11) |
13.03 |
(87.36) |
13.02 |
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 2022-2023 total revenue of your Company was Rs
2,208.33 lacs as compared to the last year of Rs. 2,242.33 lacs, a slight decline in
comparison with the previous year. During the financial year 2022-23 the Company suffered
a loss of Rs. 71.11 lacs against the profit of Rs. 13.03 lacs during the previous year
2021-22.
(b) Consolidated Results:
On a consolidated basis, the gross revenue of the Company was Rs.
2,208.33 lacs as compared to Rs. 2,242.33 lacs in the previous year. During the financial
year 2022-23, the Company suffered a loss of Rs. 87.36 lacs as against the Profit of Rs.
13.02 lacs earned during the previous year 2021-22.
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, 2023, have been prepared in compliance with applicable
Accounting Standards and on the basis of audited financial statements of the Company and
its Joint-venture Companies.
The Consolidated Financial Statements together with the Auditor's
Report form part of this Annual Report.
5. Dividend:
Due to the loss suffered by the Company during the Financial Year
2022-23, your Company is not in a position to declare any dividend for the shareholders
and hence Board of Directors have not recommended any dividend for the financial year
2022-23.
6. Corporate Review:
Overview: The cable TV & GPON business continued its decline due to
disruption and saturation in cable TV. However, the company could sustain its turnover due
to pick-up in its hospitality and channel distribution divisions. The l oss incurred was
primarily due to the capital loss suffered from closing the joint venture in Dubai which
had stopped operations. A division-wise performance is given below
i. Cable TV & GPON: Sales declined by 20% due to decline in sales
of headend products and set top boxes to cable operators, a market that is both disrupted
and saturated. Sales of GPON products Optical Line Termination (OLT) and Optical Network
Terminal (ONT) were flat mainly due to the government's condition that such equipment
must have approval of the Telecom Engineering Centre (TEC). This is a long and expensive
process. The company has obtained TEC approvals for its OLT products. The approval for ONT
products remains. Once these approvals are in place the sales of GPON is expected to pick
up and compensate for any decline in sales of cable TV. ii. Hospitality Division: Sales
grew by 36%. The number of hotels & hospitals where Catvision has an annual pay TV
services contract grew from 21 to 24. Both the hotel and hospital industries are in a
growth phase. iii. Channel Distribution: Sales grew by 39%. The company also signed a
distribution contract with the channel ABC Australia. In Nov 2022 the Ministry of
Information & Broadcasting (MIB) announced a new policy to govern broadcasters. In the
new policy the net worth requirements for news channels uplinked from abroad was
quadrupled. This is a fresh challenge for the company. It remains to be seen how growth
will be impacted by this development.
iv. Online Sales: The sales of set top boxes was badly affected in the
first quarter due to severe component shortages in China. This affected the overall
performance of the division leading to a 23% decline in sales. The company expects growth
in the current year.
As can be seen, the prospects are mixed in the current year. The
company, however, remains optimistic
Subsidiary/Associate/ Joint Venture Companies:
As at 31st March, 2023, the Company does not have any
subsidiary. However, your Company has 50:50 Joint Ventures with Unitron Group of Belgium
under the name of Catvision Unitron Private Limited and Unicat Limited. The joint venture
companies were created with an objective to design and develop new products with advanced
technologies and sell them to both the joint venture partners. During the year under
review, the Company and its Joint venture Partner Unitron Group of Belgium, mutually
decided to voluntary wind-up the Joint Venture Unicat Limited based in UAE, the same was
liquidated on 12th December, 2022.
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.
7. 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
Companies (Acceptance of Deposits) Rules, 2014.
8. 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 review the internal
control systems, policies and procedures for their adequacy, effectiveness and continuous
operation for addressing risk management and mitigation strategies.
9. 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.
10. 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.
11. 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 Rajeev 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 Co mpanies (Appointment and
Remuneration of Managerial Personnel)
Rules, 2014: |
1 Mr. Syed Athar Abbas |
Managing Director |
2 Mrs. Hina Abbas |
Whole Time Director |
4 Mr. Dilip Das |
Chief Financial Officer |
5 Mr. Nitish Nautiyal |
Company Secretary |
12. Directors seeking Appointment / reappointment:
In accordance with the Act and the Articles of Association of your
Company, Mrs. Hina Abbas (DIN: 01980925) retires by rotation at the forthcoming Annual
General Meeting and, being eligible, offers herself for re-appointment as the Director of
the Company.
13. 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, 2023, 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 basi s, confirming agenda with all relevant information, providing entrepreneurial
leadership to the Company, understanding of business, strategy and growth,
responsibilities towards stakeholders, risk management and financial controls, discussions
through healthy debate, quality of decision making, monitoring performance of management,
reviewing the CSR initiatives, grievance redressal 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.
14. 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
27(viii) of this report which have occurred during the year under review and the date of
this Report. No material changes and commitments affecting the financial position of the
Company occurred
between the end of the financial year to which the financial statements
relate and the date of the report.
15. Conservation of energy, technology absorption, and foreign exchange
earnings and outgo: (i) Conservation of Energy:
As a responsible corporate entity, we firmly believe in the importance
of sustainable practices and their positive impact on the environment. Though the overall
energy consumption of the Company is not substantial, as being an electronic manufacturer;
its processes require very little energy, we have implemented various initiatives and
measures to reduce our energy consumption and minimize our carbon footprint. By actively
promoting energy conservation, we have not only contributed to the preservation of our
planet but also achieved significant cost savings. Our efforts have included the
installation of energy-efficient lighting systems, the utilization of renewable energy
sources, and the implementation of smart technology to optimize energy usage.
Additionally, we have continuously educated and engaged our employees in energy-saving
practices, fostering a culture of sustainability within 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 6 exceptionally skilled and experienced
engineers, committed to delivering excellence in their field.
(iii) Technology Absorption, Adoption and Innovation:
Our company is committed to the advancement of technology through
absorption, adoption, and innovation. We consistently strive to develop new products and
applications, enhance productivity, and minimize product wastage. To ensure we stay at the
forefront of cutting-edge systems, we leverage tried-and-tested technologies that are
tailored to meet the unique requirements of our valued customers. We have sought technical
expertise from renowned consultants and component vendors, particularly in software
design, to ensure the highest level of quality and efficiency. As a result, we have
derived numerous tangible and intangible benefits from our efforts, further reinforcing
our dedication to excellence.
(iv) Foreign Exchange Earning and outgo:
H='100%' cellpadding='2'>
Particulars |
Year Ended 31.03.2023 |
Year Ended 31.03.2022 |
1. Foreign Exchange Inflow: |
|
|
a) Exports & Merchant Trading |
153.35 |
201.42 |
b) Services |
632.23 |
419.27 |
2. Foreign Exchange Outflow: |
|
|
a) Materials |
482.53 |
538.31 |
b) Travelling & Other Expenses |
2.45 |
0.38 |
c) Rent |
- |
- |
16. 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,
2023, 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, 2023, 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.
17. 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 2022-23 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.
18. 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 in the listed entity
have been disclosed in the accompanying financial statements.
19. Code of Conduct:
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and Senior Management Personnel of the Company. The
Company believes in "Zero Tolerance" against bribery, corruption and unethical
dealings/ behaviors of any form and the Board has laid down the directives to counter such
acts. The updated Code of Conduct is available on the website of the Company at
www.catvisionindia.com. The Code lays down the standard procedure of business conduct
which is expected to be followed by the Directors and the Senior Management Personnel in
their business dealings and in particular on matters relating to integrity in the work
place, in business practices and in dealing with stakeholders. All the Board Members and
the Senior Management personnel have confirmed compliance with the Code as on 31st March,
2023. A declaration to this effect, signed by the Managing Director in terms of Listing
Regulations form part of the Corporate Governance Report.
20. Prevention of Insider Trading:
The Company has adopted a Code of Conduct to regulate, monitor and
report trading by insiders under the SEBI (Prohibition of Insider Trading) Regulations,
2015. This Code requires pre-clearance for dealing in the company's shares and
prohibits the purchase or sale of Company shares by th e 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.
21. 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. 000167) 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.
The Auditors' Report on the financial statements for the financial
year ended 31st March, 2023, 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'.
22. 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.
23. Business Risk Management:
Your Company considers that risk is an integral part of the business
and therefore it takes proper steps to manage all risks in proactive and efficient manner.
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 Company's management periodically
assesses risk in the internal and external environment and incorporate suitable risk
treatment processes in its overall business planning and operating processes. In the
opinion of your Board of Directors, there are no risks which threatens the very existence
of your Company.
The Company believes that the overall risk exposure of present and
future risks remains within risk capacity.
24. 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.
25. 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, 2023.
26. Listing of Shares:
The equity shares of the Company are listed on the Bombay Stock
Exchange. The listing fee for the year 2023-24 has already been paid.
27. Statutory Disclosures:
(i) Particulars of Loans, Guarantees or investments:
Details of loans, guarantees and investments under the provisions of
Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules,
2014, as on 31st March, 2023, 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, 2022 to 31st
March, 2023, 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 37th Annual
General Meeting (AGM) of the Company was held on 5th September, 2022. 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, 2023. 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, 2023.
(v) Secretarial Standards:
The Company has devised proper systems to ensure compliance with the
provisions of all applicable Se cretarial 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 Ac t
read with Ru le 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
Material changes and commitments during the year which affected the
financial position of the Company:
a) Due to adverse market condition, management decided to close down
the Factory located at Dehradun, and consolidated all manufacturing operations at its
NOIDA location. This helped in optimizing manufacturing cost. Also the factory premises
located at Dehradun, was sold off during the year. Company made profit Rs. 203.57 Lacs
from sale of Dehradun Factory (Land & Building). However, there was a loss of Rs. 1.68
lacs on scrappage/impairment of unusable machinery, furniture and fixtures lying at the
factory. b) Due to technological obsolescence, there was hardly any business operations in
the foreign Joint venture company M/s. UNICAT Ltd, Dubai. Hence both the JV promoters
decided to liquidate the JV company. Liquidation of M/s. UNICAT Ltd was completed on 12th
Dec'2022. There was investment Loss of Rs. 248.57 lacs from Liquidation of Foreign
Joint Venture Company (i.e.,Investment in Unicat Ltd.) There are no material changes and
commitments after the closure of the year till the date of this report, which affect the
financial position of the Company
(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 2022-23.
(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 Com
panies (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.
28. Green Initiatives:
Electronic copies of the Annual Report 2022-23 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 and General Circular No. 10/2022
dated December 28, 2022 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 and Circular No.
SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 , issued by SEBI, in view of COVID-19
and owing to the difficulties involved in dispatching of physical copies of the Notice of
General Meeting and financial statements (including Board's report, Auditor's report or
other documents required to be attached therewith), such statements shall be sent only by
email to the members and to all other persons so entitled.
In view of the above, Company request 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.
29. Acknowledgement and Appreciation:
Your Directors would like to place on records their sincere
appreciation for the continues co-operation, assistance and support made by all its
stakeholders i.e., shareholders, customers, suppliers, contractors, bankers, government
authorities and international business associates and the immediate society during the
year.
Your Directors place on record our appreciation of the contributions
made by its management and employees at all level. The Company's consistent growth
was not possible without their hard work, solidarity, cooperation and support. The Board
appreciates and value the contribution made by every member of Catvision family.
For and on behalf of the Board of
Directors |
Syed Athar Abbas |
Hina Abbas |
Managing Director |
Whole time Director |
(DIN: 00770259) |
(DIN : 01980925) |
Place: Noida |
|
Date: 14th August, 2023 |
|
|