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Director's Report
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Indus Towers LtdIndustry : Transmisson Line Towers / Equipment
BSE Code:534816
ISIN Demat:INE121J01017
Book Value(Rs):54.87
NSE Symbol:INDUSTOWER
Div & Yield %:2.83
Market Cap (Rs Cr.):68518.77
P/E(TTM):32.81
EPS(TTM):7.75
Face Value(Rs):10
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Dear Members,

Your Directors are pleased to present the Fourteenth Board's Report on the business and operations of Bharti Infratel Limited (‘the Company') together with the audited financial statements for the financial year ended March 31, 2020.

Business Overview

Bharti Infratel is a provider of tower and related infrastructure sharing services. On a consolidated basis, we are one of the largest pan- India tower infrastructure providers, based on the number of towers owned and operated by Bharti Infratel Limited and Indus Towers Limited, which are represented by Bharti Infratel's 42% equity interest in Indus Towers. The business of Bharti Infratel and Indus Towers is to acquire, build, own and operate towers and related infrastructure. Bharti Infratel and Indus Towers provide access to their towers, primarily to wireless telecommunication service providers, on a shared basis under long-term contracts. We cater to all wireless telecommunication service providers in India.

We have a nationwide presence with operations in all 22 telecommunication circles in India, with Bharti Infratel and Indus Towers having operations in 4 overlapping circles.

As on March 31,2020, Bharti Infratel owned and operated 42,053 towers with 75,715 co-locations in 11 telecommunication circles while Indus Towers operated 126,949 towers with 235,396 colocations in 15 telecommunication circles. With Bharti Infratel' s towers and its 42% interest in Indus Towers, we have an economic interest in the equivalent of 95,372 towers and 174,581 colocations in India as on March 31,2020.

We have entered into Master Service Agreements (MSAs) with our customers. The MSAs are long-term contracts which set out the terms on which access is provided to Bharti Infratel's and Indus' towers, with all service providers being offered substantially the same terms and receiving equal treatment at towers where they have installed their active infrastructure. Under the MSAs, Bharti Infratel and Indus Towers enter into service contracts in respect of individual towers. The MSAs and service contracts govern Bharti Infratel's and Indus' relationship with their customers, the services provided, the applicable charges and incorporate annual escalation clauses in respect of the applicable charges. This provides stability to our business and provides visibility with regard to future revenues.

Covid-19

The World Health Organization declared the Novel Coronavirus disease (COVID-19) a global pandemic on March 11, 2020. On March 24, 2020, the Government of India under Prime Minister Narendra Modi ordered a nationwide lockdown for 21 days, Telecom was covered under essential services and citizens reliance on telecom networks shot up multi folds. Our employees are working overtime to ensure that the vital connectivity is maintained at all times while enforcing social distancing and other safety protocols to contain the spread of the disease. 100% of our employees are able to seamlessly work from home and deliver service to all our customers. Our offices all over India have been operating with minimal or no staff.

To effectively respond to and manage our operations through this crisis, the Company triggered its business continuity plans even before the lockdown. We have a war room to closely supervise all developments and with daily management meetings to monitor safety of our employees, review network and business performance. We are able to deliver on customer expectations. This response has reinforced customer confidence on Bharti Infratel and many of them have expressed their appreciation for keeping their businesses running under most challenging conditions.

Our topmost priority is the network health and well-being of our employees and partners. We have taken all the necessary steps to maintain the network performance while ensuring safety of all involved. In these challenging times, our infrastructure remains the main source for telcos to provide their service to people for business, entertainment and social interactions. Our people were on the field with all necessary precautions and ensuring networks were up and running.

The robustness of our IT team along with our partners was once again established to ensure process continuity in this rapidly evolving business continuity arrangements. The IT systems and collaboration tools were scaled up overnight for seamless work- from-home for 100% of our staff.

The passive infrastructures as well as active telecom operations of the customers are covered under essential services which are actively engaged in fulfilling the surge in demand arising out of the choice exercised by almost all industries to conduct their operations remotely. Hence, the telecom industry is among the businesses that are least impacted due to COVID-19. The Company believes that thus far, there is no significant impact of COVID-19 pandemic on the financial position and performance of the Company. Further, the Company is not expecting any significant changes in estimates as of now as it is running its business and operations as usual without any major disruptions.

As a responsible member of the society, the Company has contributed to various COVID-19 reliefs and monitoring programs in India and a contribution fund was also established for employees to extend their support towards COVID-19 relief efforts which was equally matched by the company and contributed to PM CARES. Additionally, the Company has already contributed Rs 250 Mn on April 2, 2020 to PM CARES Fund for India's fight against Covid19.

Financial Highlights

A. Consolidated financial results as per Ind AS1

Particulars Year ended March 31, 2020 Year ended March 31, 2019
Revenue2 67,430 68,262
EBIDTA2 36,176 31,666
Profit before Tax 37,875 35,527
Profit after Tax 32,987 24,938

1 Basis Equity Method

2 Revenue & EBITDA are excluding other income

B. Standalone financial results as per Ind AS

Particulars Year ended March 31, 2020 Year ended March 31, 2019
Revenue1 67,383 68,217
EBIDTA1 36,170 31,680
Profit before Tax 24,122 36,651
Profit after Tax 17,466 27,790

1Revenue & EBITDA are excluding other income

Share Capital

During the year, there was no change in the Company's issued, subscribed and paid-up equity share capital. On March 31,2020, it stood at Rs 18,496,082,460 represented by 1,849,608,246 equity shares of Rs 10 each.

Transfer to Reserves

The Company has not transferred any amount to the General Reserve for the financial year ended March 31, 2020.

Dividend

On August 12, 2019, the Board of Directors (‘Board') had declared 1st interim dividend of Rs 3.65 per equity share of Rs 10 each fully paid up (36.5% of face value) for the financial year 20192020 amounting to Rs 6,751 Mn (excluding tax on dividend). On December 10, 2019, the Board had declared 2nd interim dividend of Rs 2.75 per equity share of Rs 10 each fully paid up (27.5 % of face value) for the financial year 2019-2020 amounting to Rs 5,087 Mn (excluding tax on dividend) and on April 23, 2020 the Board has declared 3rd interim dividend of Rs 4.10 per equity share of H 10 each fully paid up (41 % of face value) for the financial year 20192020 amounting to Rs 7,583 Mn (Dividend Distribution Tax not applicable) thereby resulting in a total dividend of Rs 10.50 per equity share of Rs 10 each fully paid up (105% of face value) for the financial year 2019-2020 amounting to Rs 19,421 Mn.

Dividend Distribution Policy

As per Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations'), top 500 listed companies based on the market capitalization shall formulate a dividend distribution policy. Accordingly, the policy was adopted by the Board of the Company to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders and/ or retaining profits earned by the Company. The Dividend Distribution Policy is available on the Company's website at www.bharti-infratel.com and is annexed as Annexure A to this Report.

Transfer of amount to Investor Education and Protection Fund

During the financial year 2019-2020, the Company has transferred the unclaimed IPO Refund amount of H 511,000 to the Investor Education and Protection Fund (‘IEPF') Account established by the Central Government.

The investors whose application money has been transferred to IEPF may seek refund from the competent authority in accordance with the provisions of law.

The Company has also uploaded the details of unpaid and unclaimed dividend amounts lying with the Company as on July 23, 2019 (date of last Annual General Meeting) on the Company's website www.bharti-infratel.com.

Nodal Officer

In accordance with the provisions of sub-rule (2A) of Rule 7 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, Ms. Samridhi Rodhe has been appointed as the Nodal Officer of the Company. The details are available on the Company's website at www.bharti-infratel.com.

Fixed Deposits

The Company has not accepted any fixed deposit and as such no amount of principal or interest was outstanding as on the date of balance sheet.

Significant Developments

Amalgamation of Indus Towers Limited with and into Bharti Infratel Limited

On April 25, 2018, Bharti Infratel Limited (‘Infratel') and Indus Towers Limited (‘Indus') entered into a proposed scheme of amalgamation and arrangement (‘Scheme') to create a pan-India tower company operating across all 22 telecom service areas. The combined company, which will fully own the respective businesses of Infratel and Indus, will change its name to Indus Towers Limited and will continue to be listed on the Indian Stock Exchanges.

Pursuant to an order dated May 31, 2019, the Hon'ble National Company Law Tribunal, Chandigarh Bench, sanctioned the Scheme of Amalgamation of Indus Towers Limited with and into Bharti Infratel Limited. Approval of Department of Telecommunications (DoT) for increase in the foreign investment limit of the Company pursuant to the Scheme was received on February 21, 2020.

Pending the completion of other actions/ conditions precedent for the Scheme to become effective, the Board had extended the Long Stop Date till June 24, 2020, subject to agreement on closing adjustments and other conditions precedent for closing, with each party retaining the right to terminate and withdraw the Scheme. The decision to implement the Scheme will be taken by the Board keeping in mind the best interest of the Company and its stakeholders.

Directors and Key Managerial Personnel

Induction, Re-appointment and Resignation

Mr. Prakul Kaushiva (DIN: 08285582) was appointed as a Director of the Company liable to retire by rotation by the shareholders at the last Annual General Meeting (AGM) of the Company held on July 23, 2019. He resigned from the Board w.e.f. December 30, 2019. The Board placed on record its sincere appreciation for the guidance and contribution made by him during his tenure on the Board.

Mr. Bharat Sumant Raut (DIN: 00066080), Mr. Jitender Balakrishnan (DIN: 00028320), Dr. Leena Srivastava (DIN: 00005737) and Mr. Narayanan Kumar (DIN: 00007848) were re-appointed as Independent Directors of the Company by the shareholders at the last AGM of the Company held on July 23, 2019 for a further term of five years w.e.f. April 01,2019.

Pursuant to the provisions of the Companies Act, 2013, Mr. Rajan Bharti Mittal (DIN: 00028016), Director of the Company will retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment as Director at the ensuing AGM.

The Board, in its meeting held on March 30, 2020, re-appointed Mr. D S Rawat (DIN: 06798626) as Managing Director & CEO w.e.f. April 1,2020 up till September 30, 2020 or up till the date of ensuing AGM, whichever is earlier.

Mr. R P Singh (DIN: 02943155) is completing his present term as Independent Director of the Company on July 14, 2020. On the recommendation of the HR, Nomination and Remuneration Committee, the Board in its meeting held on April 23, 2020, subject to the approval of shareholders, has re-appointed him as an Independent Director for a further term of five years w.e.f. July 15, 2020. Keeping in view his diverse and vast experience, contributions made by him and based on his evaluation report, the Board recommends his re-appointment at the ensuing AGM.

Mr. S Balasubramanian, Chief Financial Officer, has resigned w.e.f. December 5, 2019. The Directors placed on record their appreciation for the contribution made by him during his tenure.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149 of the Companies Act, 2013 and Regulation 16 & 25 of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company's code of conduct.

Policy on Nomination, Remuneration and Board Diversity

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board will be able to leverage different skills, qualifications, professional experiences, perspectives and backgrounds, which are necessary for achieving sustainable and balanced development. The Board has adopted a Policy on Nomination, Remuneration and Board Diversity, which sets out the criteria for determining qualifications, positive attributes and independence of a director. The detailed policy is available on the Company's website at http://www.bharti-infratel. com/cps-portal/web/prif/Policv%20on%20Nomination.%20 Remuneration%20and%20Board%20Diversity%20update.pdf and is annexed as Annexure B to this Report.

Annual Board Evaluation and Familiarisation Programme for Board Members

A note on the familiarisation programme adopted by the Company for orientation and training of the Directors, and the Board Evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and Listing Regulations is provided in the Report on Corporate Governance, which forms part of this Integrated Report.

The HR, Nomination and Remuneration Committee has put in place a robust framework for evaluation of the Board, Board Committees and Individual Directors. Customized questionnaires were circulated, responses were analyzed and the results were subsequently discussed by the Board. Recommendations arising from the Evaluation process were duly considered by the Board to further augment its effectiveness. A detailed update on the Board Evaluation is provided in the Report on Corporate Governance which forms part of this Integrated Report.

Board Meetings

During the financial year 2019-2020, the Board of Directors met 9 times i.e. on April 24, 2019; July 24, 2019; August 12, 2019; October 21, 2019; October 24, 2019; December 10, 2019; January 30, 2020; February 24, 2020 and March 30, 2020. The period between any two consecutive meetings of the Board of Directors of the Company was not more than 120 days.

The details regarding composition, number of Board meetings held and attendance of the Directors during the financial year 2019-2020 are set out in the Report on Corporate Governance which forms part of this Integrated Report.

Board Committees

The Company has several Board Committees which have been established as part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes. As on March 31, 2020, the Board has 5 Committees, namely, Audit & Risk Management Committee; HR, Nomination and Remuneration Committee; Corporate Social Responsibility (CSR) Committee; Stakeholders' Relationship Committee and Committee of Directors. The details with respect to the composition, powers, roles, terms of reference, number of meetings held etc. of the Committees during the financial year 2019-2020 and attendance of the members at each Committee meeting is provided in the Report on Corporate Governance which forms part of this Integrated Report.

All the recommendations made by the Committees of the Board including the Audit & Risk Management Committee were accepted by the Board.

Subsidiary/ Joint Venture/ Associate Company

As on March 31, 2020, the Company has a wholly owned subsidiary named Smartx Services Limited. The Company has a joint venture named Indus Towers Limited which is in the process of amalgamating with the Company.

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company, its subsidiary and joint venture, which forms part of this Integrated Report. A statement in Form AOC- 1, containing the salient features of the financial statements of the subsidiary and joint venture company is annexed as Annexure C to this Report. The statement also provides the details of performance and financial position of the subsidiary and joint venture.

Audited financial statements of Smartx Services Limited for the financial year 2019-2020 have been placed on the website of the Company, www.bharti-infratel.com. The audited financial statements of the subsidiary company is available for inspection at the Company's registered office and registered office of the subsidiary company. Shareholders interested in obtaining a copy of the audited financial statements of subsidiary company may write to the Company Secretary at the Company's registered office.

Human Resources

At Bharti Infratel, we believe that our people are key to the success of our business. While we boast of having telecom industry's best talent in the Company, our aim is to sustain our fervor as an employer of choice for prospective employees and provide an enriching career to them.

For a young organization like Bharti Infratel, which operates in the B2B space, defining and percolating an organization wide culture and becoming an employer of choice are two important and interrelated aspects. During our journey, we have realized that the first step in creating an employer brand is to define and articulate the culture which proves to be a differentiating factor for external and internal employees. As part of the process, in financial year 2018-2019, we conducted a study not only to define and articulate the culture, but also to create a transformation roadmap for enabling change and aligning our systems and processes to the organization and leadership expectations. This year, we have continued our focus on the key drivers of organization culture.

Promoting Diversity & Inclusion within the organization has become an intrinsic part of our organization culture. Over a period of time, we have been successful in creating an environment where diversified talent is being utilized not only for office based roles but also for field roles. Currently, our diversity figure is 10.4%, out of which 21.5% are assigned to field roles. While diversity here includes both gender and physically challenged, increasing and encouraging women talent continues to be our main focus. Continuing our efforts towards ensuring conducive environment to women employees, this year we introduced ‘No-Excuses', an online module on Prevention of Sexual Harassment at Workplace (POSH) and have made it a part of compulsory training module for all our employees. Another effort in the same direction was ‘Be Bold for Change' campaign as part of International Women's Day celebration in 2019.

As part of our commitment to our employees and society at large, workplace safety has become an ingrained feature in the decision making of the Company. Company has an effective Safety Policy in place that strives for zero fatality and prevents all workplace injuries. In order to ensure safe work practices, Cardinal Safety Rules and Consequence Management Matrix have already been framed, implemented and are regularly circulated. Monthly safety meetings are held at our circles by the Circle Safety Committee to reiterate & refresh safety guidelines, review safety checklist, discuss safety incidents & near misses, and share with employees the learnings from any incident. Every new employee is required to undergo mandatory safety training and existing employees have to undergo annual refresher training.

Connecting and engaging with nearly 1,248 employees and 4,466 off- roll manpower who are spread across our 11 circles, 75 zones and 391 clusters has become possible through our Last Mile Connect (LMC) program. It has proven to be a critical and deciding factor in keeping morale of the employees high while ensuring their engagement at the same time. As part of the program, different Connect forums & Open House sessions were organized across circles.

Continuous learning is a critical step in building organization culture and being future ready. It is important for employees to take charge of their own learning needs and development. To enable the same, Infratel initiated its partnership with Lynda - LinkedIn Learning last year and continued it this year as well. Through such digital learning platform, employees are able to access world class content on the go. Traditional learning methods, including class room intervention, as part of organization's efforts to improve efficiency and effectiveness of employees also continued during the year. 100% of the employees who were nominated for developmental interventions were able to complete at least one of the identified program. As part of our commitment towards holistic development, employees are continuously being encouraged to go for external certifications and MDP programs from elite institutions like ISB, IIMs, etc.

Employees Stock Option Plan

To retain, promote and motivate the best talent in the Company and to develop a sense of ownership among employees, the Company has instituted two ESOP schemes i.e. Employee Stock Option Scheme 2008 (ESOP Scheme 2008) and Employee Stock Option Scheme 2014 (ESOP Scheme 2014) with the approval of shareholders. The said schemes are in compliance with the SEBI (Share based Employee Benefits) Regulations, 2014, (ESOP Regulations). The HR, Nomination and Remuneration Committee monitors the Company's ESOP schemes.

In accordance with the ESOP Regulations, the Company had set up Bharti Infratel Employees' Welfare Trust (ESOP Trust) for the purpose of implementation of ESOP Schemes. Both the ESOP schemes are administered through ESOP Trust, whereby shares held by the ESOP Trust are transferred to the employees, upon exercise of stock options as per the terms of the Scheme. In terms of ESOP Regulations, neither the ESOP Trust nor any of its trustees exercise voting rights in respect of the shares of the Company held by the ESOP Trust.

During the financial year 2019-2020, Company has granted 134,737 stock options under the ESOP Scheme 2014. A detailed report with respect to options exercised, vested, lapsed, exercise price, vesting period etc. under ESOP Scheme 2008 and ESOP Scheme 2014 is disclosed on the website of the Company at http://www.bharti-infratel.com/cps-portal/web/shares.html.

A certificate from M/s Deloitte Haskins & Sells LLP, Chartered Accountants, Statutory Auditors, with respect to ESOP Scheme 2008 and ESOP Scheme 2014 would be placed before the shareholders at the ensuing AGM and a copy of the same will also be available for inspection at the registered office of the Company.

Auditors and Auditors' Report

Statutory Auditors & their Report

In terms of the provisions of Section 139 of the Companies Act, 2013, M/s Deloitte Haskins & Sells LLP, Chartered Accountants, Gurgaon, (firm registration number 117366W/W-100018) (‘Deloitte') were appointed as the Statutory Auditors of the Company by the shareholders in the 11th AGM of the Company held on July 22, 2017, for a period of five years i.e. up to 16th AGM.

The Board has duly examined the Statutory Auditor's Reports on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2020 which is self-explanatory. The report does not contain any observations, disclaimer, qualification or adverse remarks.

Further, no fraud has been reported by the Statutory Auditors in terms of Section 143(12) of the Companies Act, 2013 during the year.

Secretarial Auditors & their Report

The Company had appointed M/s. Chandrasekaran Associates, Company Secretaries, New Delhi, to conduct its Secretarial Audit for the financial year ended March 31, 2020. The Secretarial Auditors have submitted their report, confirming compliance by the Company of all the provisions of applicable corporate laws. The report does not contain any qualification, observation, disclaimer or adverse remark. The Secretarial Audit Report for the financial year 2019-2020 is annexed as Annexure D to this report.

The Board has re-appointed M/s. Chandrasekaran Associates, Company Secretaries, New Delhi, as Secretarial Auditors of the Company for the financial year 2020-2021.

Internal Auditor and Internal Assurance Partner

The Board had appointed Sudeep Chopra- Corporate Assurance Group as the Internal Auditor of the Company and Ernst & Young LLP are the Internal Assurance Partners to conduct the internal audit of the Company.

The Board, on the recommendation of the Audit & Risk Management Committee has re-appointed Ernst & Young LLP as the Internal Assurance Partners for the financial year 2020-2021.

Corporate Social Responsibility (CSR)

The CSR vision of Bharti Infratel aims at building an empowered society through education, community development and sustainable environment. At Bharti, CSR is a way of life and is well integrated with our overall business strategy. With active participation from its leaders/employees, the CSR arm of Bharti tries to create positive social change through base-level intervention and volunteering. Being a global leader, Bharti believes that this position brings great responsibility and commitment towards society.

The objective of the Company's CSR initiatives is to fundamentally transform the quality of life of communities through long-term value creation for all stakeholders. Over the years, we have undertaken various CSR initiatives to bring the bottom up community transformation and their overall structural change. Currently, our CSR focus areas include:

• providing education to underprivileged children in rural areas across several geographies;

• providing scholarship and institutional support to students with disabilities to pursue higher education of their choice;

• initiation of sanitation programmes in response to the call to support Swachh Bharat Abhiyan;

• integration of holistic and structural changes in the Company's environmental sustainability programmes, in alignment with government's vision;

• skill development for unemployed youth belonging to marginalized communities.

Our CSR project beneficiaries are part of our larger family of stakeholders. The changes these interventions have brought to their lives have been very encouraging and successful to the core. The initiatives in education, rural development, institutional strengthening, skill development and sanitation form the sizeable share of Bharti's community outreach programmes. Impact of few are mentioned below:

• Hybrid, transferable and job-specific skills equip rural youth to reduce the market entry barriers and bring economic independence.

• A student with disability can break barriers of inaccessibility to scale new heights in education, explore new professions and no longer remain an invisible minority.

• Educated women have a greater chance of escaping poverty, leading healthier, productive and more dignified life. Bharti's educational strengthening initiatives equip students to scale new heights and explore new professions.

• The rural sanitation drive has increased the access to basic hygienic practices as well as contributed to the overall behavioral change.

Our work towards social development through CSR encompasses much more than just social outreach programmes. We also maintain and align our business processes and goals to make it more prosperous, equitable and self-sufficient.

In accordance with the requirements of Section 135 of the Companies Act, 2013, the Company has constituted a CSR Committee. The composition and terms of reference of the CSR Committee is provided in the Report on Corporate Governance, which forms part of this Integrated Report. The Company has also formulated a Corporate Social Responsibility Policy, which is available on the Company's website at http://www.bharti- infratel.com/cps-portal/web/pdf/Corporate%20Social%20 Responsibilitv%20Policv 28092016.pdf.

As a socially responsible Company, we have been persistently exploring opportunities to increase our CSR expenditure to the prescribed level. With this view, during the year, the Company has spent Rs 477 Mn (2 % of the average net profit of previous three financial years) on the CSR activities. The Company believes it has made a meaningful progress and is fully committed to the government's vision of responsibility towards the society. The Company is taking all the efforts for India's sustainable development by embedding wider economic, social and environmental objectives.

A detailed update on the CSR initiatives of the Company is provided in the Social & Relationship Capital section, which forms part of this Integrated Report. The Annual Report on Corporate Social Responsibility u/s 135 of the Companies Act, 2013 is annexed as Annexure E to this Report.

Integrated Reporting

SEBI vide circular dated February 6, 2017 has recommended voluntary adoption of Integrated Reporting (IR) from 2017-18 by the top 500 listed companies in India. In line with its philosophy of being a highly transparent and responsible company and considering IR as a journey, the Company adopts ‘Integrated Report' in accordance with the International Integrated Reporting Council (IIRC) framework. The Integrated Report covers capital approach of IIRC Framework as well as the value that the Company creates for its stakeholders.

Business Responsibility Report

As stipulated under the Listing Regulations, the Business Responsibility Report, describing the initiatives taken by the Company from environmental, social and governance perspective forms a part of this Integrated Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Regulations, is presented in a separate section, forming part of this Integrated Report.

Corporate Governance

The Company is committed to benchmark itself with global standards for providing good corporate governance. The Board constantly endeavors to take the business forward in such a way that it maximizes long term value for the stakeholders. The Company has put in place an effective corporate governance system which ensures that the provisions of the Listing Regulations are duly complied with.

A detailed Report on the corporate governance pursuant to the requirements of the Listing Regulations forms part of this Integrated Report.

A certificate from the Statutory Auditors of the Company, M/s Deloitte Haskins & Sells LLP, Chartered Accountants, confirming compliance of conditions of corporate governance as stipulated in the Listing Regulations is annexed as Annexure F to this Report.

Risk Management

Risk management is embedded in Bharti Infratel's operating framework. The Company believes that risk resilience is key to achieving higher growth. To this effect, there is a robust process in place to identify key risks across the Company and prioritize relevant action plans to mitigate these risks. Risk Management framework is reviewed periodically by the Board and the Audit & Risk Management Committee, which includes discussing the management submissions on risks, prioritizing key risks and approving action plans to mitigate such risks.

The Company has duly approved a Risk Management Policy. The objective of this Policy is to have a well-defined approach to risk. The Policy lays down broad guidelines for timely identification, assessment and prioritization of risks affecting the Company in the short and foreseeable future. The Policy suggests framing an appropriate response for the key risks identified, so as to make sure that risks are adequately addressed or mitigated.

The Internal Audit function is responsible to assist the Audit & Risk Management Committee on an independent basis with a complete review of the risk assessment and associated management action plans.

Operationally, risk is being managed at the top level by Executive Committee, chaired by the Managing Director & Chief Executive Officer and at operating level by Executive Committees of Circles headed by Circles Business Head.

Detailed discussion on Risk Management forms part of Management Discussion & Analysis under the section ‘Risks and Concerns', which forms part of this Integrated Report. At present, in the opinion of the Board of Directors, there are no risks which may threaten the existence of the Company.

Internal Financial Control and their adequacy

The Company has established a robust framework for internal financial controls. The Company has in place adequate controls, procedures and policies to ensure orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed. Accordingly, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2019-2020. The Internal financial controls of the Company have been further discussed in detail in the Management Discussion & Analysis section.

sVigil Mechanism

The Code of Conduct and vigil mechanism of the Company is available on the Company's website at www.bharti-infratel.com.

A brief note on the highlights of the Whistleblower Policy and compliance with Code of Conduct is also provided in the Report on Corporate Governance which forms part of this Integrated Report.

Quality Control

Quality Control continues to be an important driving force behind customer delight through achievement of high uptime and decreasing energy cost across our footprint.

We continue to fine tune our Quality strategies in line with our aim of ensuring First Time Right and site safety. The multi-pronged strategies have been refined in line with changing field scenarios. We continue to undertake pre-dispatch inspection of all major and minor material. The stage inspection of on-site work is undertaken by on-roll quality engineers for 100% of all new build sites and upgrades. Quality Audits by independent agencies on a regular basis ensures additional controls. Preventive maintenance Audits, Process and Design improvement and Control ensures standardization and quality of workmanship. This has augmented operations and maintenance efforts throughout the lifecycle.

We have continued major projects such as Tower maintenance, Foundation strengthening, creation of As-built site drawings and integration of site data on a central platform “One View”. Last year, we initiated zero fire exercise whereby field team were enabled with thermal scanners to ensure that there are zero fire incidents. Thermal scanner ensured capturing of hot spots enabling preempting out any future fire incident, thereby improving site safety and equipment life. As a unique exercise we initiated product and process trainings to vendor/partners along with quality team on the field, thereby contributing to the organization's cause of delivering products at right time and at low price while maintaining the desired quality standards.

The referred activities have transformed the output and resulted in one of the highest quality KPI achievement during the past year.

Our assistance towards asset re-use post refurbishment and inspection towards improving Asset utilization, Conversion of indoor sites to outdoor for energy costs reduction and electrification of un-electrified sites continued unbated. This has helped us in our continuous strive towards higher utilization and lower costs, lower energy consumption, lower network outages and improved P&L's for both operator and us.

Other Statutory Disclosures Related Party Transactions

A detailed note on procedure adopted by the Company in dealing with contracts and arrangements with Related Parties is provided in the Report on Corporate Governance, which forms part of this Integrated Report.

All arrangements / transactions entered by the Company with its Related Parties during the year were in ordinary course of business and on an arm's length basis. Particulars of material related party transactions are given in form AOC- 2 as Annexure G to this Report.

Names of Related Parties and details of transactions with them under Ind AS - 24 have been included in Note no. 41 of the standalone financial statements for the year ended March 31, 2020 on page 299.

The Policy on the Related Party Transactions is available on the Company's website at https://www.bharti-infratel.com/cps-portal/ web/corporate aov.html

Significant and material orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

Material changes and commitments affecting financial position between the end of financial year and date of the Report

There are no material changes and commitments affecting the financial position of the Company between the end of financial year and date of the Report.

Particulars of loans, guarantees or investments

The details of loans given, investments made or guarantees given are provided in Note no. 6, 7, 8 and 14 of the Standalone financial statements for the year ended March 31,2020.

Particulars of Employees

Disclosures relating to remuneration of Directors u/s 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure H to this Report.

The information as required to be provided in terms of Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure I to this Report.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under Section 134(3) of the Companies Act, 2013, read with the Rule 8 of Companies (Accounts) Rules, 2014 is annexed herewith as Annexure J to this Report.

Disclosure under Section 197(14) of Companies Act, 2013

Neither the Managing Director & CEO nor the Chairman & Wholetime Director of the Company receive any remuneration or commission from its holding or subsidiary company.

Extract of Annual Return

In terms of provisions of Section 92, 134(3)(a) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the extract of Annual Return of the Company in form MGT-9 is annexed as Annexure K to this Report.

Maintenance of Cost Records

The Company is not required to maintain cost records as specified under Section 148(1) of the Companies Act, 2013.

Prevention of Sexual Harassment of Women at Workplace

The Company has an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at work place. Details of the same including the details of the complaints received is provided in the Report on Corporate Governance, which forms part of this Integrated Report.

Secretarial Standards

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Companies Secretaries of India and notified by Ministry of Corporate Affairs.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and belief confirm that:

I. In the preparation of the annual accounts for the year ended March 31, 2020, the applicable accounting standards had been followed and there is no material departure from the same;

II. The Directors had 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 ended March 31, 2020 and of the profit of the Company for the year ended on that date;

III. The Directors had 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 irregularities;

IV. The Directors had prepared the annual accounts on a going concern basis;

V. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

VI. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

Acknowledgements

The Directors wish to place on record their appreciation for the assistance and co-operation extended by customers, strategic investors, other shareholders, bankers, vendors, business partners, various agencies and departments of Government of India and State governments where Company's operations are existing for their support and look forward to their continued support in the future.

The Directors would also like to place on record their sincere appreciation for the valuable contribution, unstinted efforts and the spirit of dedication shown by the employees of the Company at all levels.

For and on behalf of the Board
Akhil Gupta
Date: April 23, 2020 Chairman
Place: New Delhi DIN: 00028728

   

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