Hathway Cable & Datacom Limited — Audit Report / Information 2023

May 29, 2023

May 29, 2023

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To To The Listing Department The Corporate Relationship Department The National Stock Exchange of India Limited BSE Limited Plot No. C/1, G Block, P.J. Towers, 1[st] Floor, Bandra Kurla Complex, Bandra (East) Dalal Street, Mumbai 400 051 Mumbai – 400 001 Symbol: HATHWAY Script Code No. 533162

Sub: Submission of Annual Secretarial Compliance Report for the financial year ended March 31, 2023

Dear Sir/Madam,

Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the relevant Circular(s) issued by SEBI/Stock Exchanges from time to time, we are submitting the Annual Secretarial Compliance Report of the Company for the financial year ended March 31, 2023, issued by M/s. Rathi & Associates, Practicing Company Secretaries and Secretarial Auditor of the Company.

Please take the same on your record.

FOR HATHWAY CABLE AND DATACOM LIMITED

AJAY Digitally signed by AJAY SINGH SING Date: 2023.05.29 H 16:04:44 +05'30'

AJAY SINGH

Head Corporate Legal, Company Secretary and Chief Compliance Officer FCS: 5189

Encl: as above

Hathway Cable and Datacom Limited

Regd. Office: 805/806, “Windsor”, Off C.S.T Road, Kalina, Santacruz (E), Mumbai-400098

Tel: +91 022 40542500 Fax: +91 022 40542700 Email: info@hathway.net Website: www.hathway.com CIN No. L64204MH1959PLC011421

& !l{atfi Yls ociates COMPANY SECRETARIES

• A-303, Prathamesh, 3rd Floor, Raghuvanshi Mills Compound, 11-12, Senapati Bapat Marg, Lower Parel (W), Mumbai - 400 013. Tel.: 4076 4444 / 2491 1222 •Fax: 4076 4466 •E-mail: associates.rathi8@gmail.com

ANNUAL SECRET ARIAL COMPLIANCE REPORT

(Pursuant to Regulation 24A of Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015)

of Hathway Cable and Datacom Limited ('the Company') for the financial year ended March 31, 2023

We, Rathi & Associates, Company Secretaries, have examined:

• (a) all the documents and records made available to us and explanation provided by the Company;

• (b) the filings/ submissions made by the listed entity to the Stock Exchanges;

• (c) website of the Company; and

• (d) any other document/filing, as may be relevant, which has been relied upon to make this certification,

for the financial year ended on March 31, 2023 ("Review Period") in respect of compliance with the provisions of:

• (a) the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder; and

• (b) the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India ("SEBI").

The specific Regulations, whose provisions and the circulars/guidelines issued thereunder, have been examined, includes: -

• (a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended;

• (b) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended;

• (c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended;

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• (d) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018, as amended.

Provisions of the following Regulations and Circulars/Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act') and circulars/guidelines issued thereunder were not applicable to the Company during the Review Period:

• a. Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;

• b. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;

• c. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

• d. Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; and

and circulars/ guidelines issued thereunder; and based on the examination of the above referred documents and records, and pursuant to Circular Ref. No. NSE/CML/ 2023/21 dated March 16, 2023 issued by National Stock Exchange of India Limited and Notice No. 20230316-14 dated March 16, 2023 issued by BSE Limited, following are the additional affirmations:

Sr. No.	Particulars	Compliance Status (Yes/No/NA)	Observations/ Remarks by PCS
1.	Secretarial Standards The compliances of the listed entity are in accordance with the applicable Secretarial Standards (SS)* issued by the Institute of Company Secretaries India (ICSI)	Yes	-
2.	Ado1tion and timel) u1dation of the Policies:
	~~•~~ AllapplicablepoliciesunderSEBIRegulationsare adopted with the approval of board of directors of the listed entities. • All the policies are in conformity with SEBI Regulations and have been reviewed & timely updated as per the regulations/circulars/guidelines issued by SEBI.	Yes Yes	~~-~~ -

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3. Maintenance and disclosures on Website:
-
• The Listed entity is maintaining a functional website. Yes
-
• Timely dissemination of the documents/ information Yes
under a separate section on the website.
-
• Web-links provided in annual corporate governance Yes
reports under Regulation 27(2) are accurate and specific
which re-directs to the relevant document(s)/ section of
the website.
4 Disqualification of Director:
Yes -
None of the Director of the Company are disqualified under
Section 164 of Companies Act, 2013
5. Details related to Subsidiaries of listed entities:
a. Identification of material subsidiary companies.
Yes -
b. Requirements with respect to disclosure of material as
well as other subsidiaries. Yes -
6. Preservation of Documents:
The listed entity is preserving and maintaining records as
-
prescribed under SEBI Regulations and disposal of records as Yes
per Policy of Preservation of Documents and Archival policy
prescribed under SEBI LODR Regulations, 2015
7. Performance Evaluation:
The listed entity has conducted performance evaluation of the
Yes
Board, Independent Directors and the Committees at the start
of every financial year as prescribed in SEBI Regulations.
8. Related Part):: Transactions:
(a) The listed entity has obtained prior approval of Audit
-
Yes
Committee for all related party transactions.
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(b) In case no prior approval obtained, the listed entity shall N.A. The Company
provide detailed reasons along with confirmation whether has obtained
the transactions were subsequently approved/ ratified/ prior approval
of Audit
rejected by the Audit committee.
Committee for
all related party
transactions, as
required.
9. Disclosure of events or information:
The listed entity has provided all the required disclosure(s)
under Regulation 30 read with Schedule III to SEBI LODR Yes
Regulations, 2015 within the time limits prescribed
thereunder.
10. Prohibition of Insider Trading:
The listed entity is in compliance with Regulation 3(5) & 3(6) Yes
SEBI (Prohibition of Insider Trading) Regulations, 2015.
11. Actions taken by SEBI or Stock Exchange(s). if any:
No actions taken against the listed entity/its promoters/ Yes
directors/ subsidiaries either by SEBI or by Stock Exchanges
(including under the Standard Operating Procedures issued
by SEBI through various circulars) under SEBI Regulations
and circulars/ guidelines issued thereunder.
12. Additional Non-compliances. if any:
No additional non-compliance observed for all SEBl Yes
regulation/circular/guidance note etc.
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"The Company has complied with the requirements of Secretarial Standard-I and Secretarial Standard-2 with respect to (a) Meetings of the Board and its Committees; and (b) General Meetings of Members, respectively, as notified by the Central Government under Section 118(10) of the Companies Act, 2013

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We further report that, during the review period:

• a. The Company has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below: -

Sr No.	Compliance Requirement (Regulations I circulars I guidelines including specific clause)	Regula tionI Circul ar No.	Deviation s	Action Taken By	Typeof Action	Detail s of viola ti on	Fine Amou nt	Obserati onsl Remarks of the Practicing Company Secretan1	Manageme nt Response	Remarks
	-	-	~~-~~	~~-~~	-	-	~~-~~	-	~~-~~	~~-~~

• b. The Company has taken the following actions to comply with the observations made in previous reports:

Sr No. Compliance Requirement (Regulations I circulars I guidelines including specifc clause)	Regula tionI Circul ar No.	Deviation s	Action Taken By	Typeof Action	Detail s of viola ti 01	Fine Amou nt	Obserati ons/ Remarks of the Practicing Company Secret an/	Manageme nt Response	Remarks
-	~~-~~	-	-	-	~~-~~	-	-	-	-

• c. The Company has suitably included the conditions as mentioned in para 6(A) and 6(8) of the SEBI Circular CIR/CFD/CMDl/114/2019 dated October 18, 2019 in the terms of appointment of statutory auditor of the listed entity.

Date: April 17, 2023 Place: Mumbai UDIN: F005171E000117492 Peer Review Cer. No: 668/2020

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For RA THI & AS SOCIA TES CO c,--- ....... ES

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HIMANSHU S. KAMDAR PARTNER M. NO. FCS 5171 COP: 3030

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