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Bharti Infratel

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Directors Report Year End : Mar '17    Mar 16

Dear Members,

The Directors are pleased to present the Eleventh Board’s Report on the business and operations of the Company together with the audited financial statements for the financial year ended March 31, 2017.

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 and Indus Towers, 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 telecom operators in India. Our three largest customers are Bharti Airtel, Vodafone India and Idea Cellular, which are the three leading wireless telecommunication service providers in India by wireless revenue.

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 of March 31, 2017, Bharti Infratel owned and operated 39,099 towers with 89,263 co-locations in 11 telecommunication circles while Indus Towers operated 122,730 towers with 288,913 co-locations 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 90,646 towers and 210,606 co-locations in India as of March 31, 2017.

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’s 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’s 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.

Financial Highlights

A. Consolidated financial results as per Ind AS

(Rs, Millions)

Particulars

Year ended March 31, 2017

Year ended March 31, 2016

Revenue1

60,847

55,583

EBIDTA1

28,525

25,097

Profit before Tax

35,797

29,791

Profit after Tax

27,470

22,474

1Revenue & EBITDA are excluding other income

B. Standalone financial results as per Ind AS

_(Rs, Millions)

Particulars

Year ended March 31, 2017

Year ended March 31, 2016

Revenue1

60,847

55,583

EBIDTA1

28,526

25,098

Profit before Tax

33,357

18,723

Profit after Tax

27,050

13,274

1Revenue & EBITDA are excluding other income

Indian Accounting Standard (Ind AS)

The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette dated February 16, 2015, notified the Ind AS applicable to certain class of Companies. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. For Bharti Infratel, Ind AS is applicable from April 1, 2016, with a transition date of April 1, 2015 and IGAAP as the previous GAAP

The reconciliation and description of the effect of the transition from IGAAP to Ind AS have been provided in Note no. 44 of the standalone and consolidated financial statements for the year ended March 31, 2017.

Share Capital

During the year, the Company has extinguished 47,058,823 equity shares of Rs, 10/- each consequent upon the Buy-back of equity shares of the Company. The paid up share capital of the Company has decreased from Rs, 18,966,670,690 to Rs, 18,496,082,460 represented by 1,849,608,246 equity shares of Rs, 10 each as on March 31, 2017.

Buy-back of Equity Shares

During the year under review, the Company had completed Buy-back of 47,058,823 equity shares (representing 2.48% of total pre Buy-back equity share capital) of Rs, 10/each at a price of Rs, 425/- per equity share aggregating Rs, 19,999,999,775 (Rupees One Thousand Nine Hundred Ninety Nine Crores Ninety Nine Lakhs Ninety Nine Thousand Seven Hundred and Seventy Five Only), excluding the transaction costs viz. brokerage, applicable taxes such as securities transaction tax, service tax, stamp duty etc. The Buy-back size represented 19.30 % of the total paid up equity capital and free reserves of the Company as per the audited accounts of the Company for the financial year ended March 31, 2016. The Buy-back of shares from the shareholders of the Company was on proportionate basis through tender offer route as prescribed under the Companies Act, 2013 and the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998, as amended.

The Buy-back is a capital allocation decision taken with the objective of seeking a fairer valuation of the Company’s stock while improving the Company’s Return on Equity, and increasing shareholder value in the longer term.

Transfer to Reserves

The Company has not transferred any amount to the General Reserve for the financial year ended March 31, 2017.The Company has transferred Rs, 471 Mn from General reserve to Capital Redemption Reserve (CRR) in respect of Buy-back of 47,058,823 equity shares of face value of Rs, 10/- each of the Company.

Dividend

The Board has recommended a final dividend of Rs, 4 per equity share of Rs, 10 each fully paid up (40% of face value) for FY 2016-17 amounting to Rs, 7,398 Mn (excluding tax on dividend). The payment of final dividend is subject to the approval of shareholders at the ensuing Annual General Meeting (AGM) of the Company.

During the year, the Board had also paid an interim dividend of Rs, 12 per equity share of Rs, 10 each fully paid up (120% of face value) for FY 2016-17 amounting to Rs, 22,195 Mn (excluding tax on dividend).

The total dividend (excluding dividend tax) for FY 2016-17 is Rs, 29,593 Mn.

Dividend Distribution Policy

As per Regulation 43A of the 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 Directors 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.

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.

Details of utilization of IPO proceeds

Pursuant to the Initial Public Offer in December, 2012, the Company collected Rs, 31,657 Mn (net of selling shareholders’ proceeds). The Company had, in terms of Prospectus, proposed to utilize the IPO Proceeds towards objects of the Issue by March 31, 2016. Whilst the Company had made best efforts to utilize the IPO proceeds as per the terms of the Issue, Rs, 9,403 Mn. was pending utilization as on December 31, 2015 for which the Company had obtained approval of the shareholders’ by way of special resolution through Postal Ballot for variation in terms of the Objects of the Issue.

During the year, the Company has fully utilized the IPO proceeds towards the Object of the Issue as stated in the prospectus and / or as approved by the shareholders through postal ballot dated March 21, 2016.

For details of utilization of IPO proceeds subsequent to approval of the shareholders’, please refer Note no. 41 of the standalone financial statements for the year ended March 31, 2017 on page no. 271.

Directors and Key Managerial Personnel

Induction, Re-appointment and Resignation Mark Chin Kok Chong, Non-Executive Director of the Company has resigned from the Board w.e.f. conclusion of the Board Meeting held on May 8, 2017. The Board placed on record its’ sincere appreciation for help, guidance and contribution made by the outgoing Director during his tenure on the Board.

Sanjay Omprakash Nayar and Tao Yih Arthur Lang were appointed as Additional Directors designated as NonExecutive Directors on the Board w.e.f. May 8, 2017 and conclusion of Board Meeting held on May 8, 2017 respectively. The Company has received requisite notice from a member under Section 160 of the Companies Act, 2013, along with deposit of '' 1,00,000/- for each Director proposing the appointment of Sanjay Omprakash Nayar and Tao Yih Arthur Lang as Non-Executive Directors, liable to retire by rotation at the ensuing AGM.

Rajan Bharti Mittal was appointed as Non-Executive Director by the shareholders at the last AGM of the Company. Pursuant to the provisions of the Companies Act, 2013, Rajan Bharti Mittal, Director of the Company, is liable to retire by rotation at the forthcoming AGM and being eligible, has offered himself for re-appointment.

D S Rawat, Managing Director & CEO has completed his present term as Managing Director & CEO on March 31, 2017. On the recommendation of the HR, Nomination and Remuneration Committee, the Board in its meeting held on January 23, 2017, subject to approval of shareholders has re-appointed D S Rawat as Managing Director & CEO of the Company for a further term of 3 years w.e.f. April 1, 2017.

A brief resume, nature of expertise, details of other directorships and other information of the Directors proposed to be appointed/ re-appointed as stipulated in Secretarial Standard 2 and Regulation 36 of the Listing Regulations is appended as an annexure to the notice of ensuing AGM.

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 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 is 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/pdf/Policy%20on%20 Nomination,%20Remuneration%20and%20Board%20 Diversity 28092016.pdf and is annexed as Annexure B to this report.

Annual Board Evaluation and Familiarization Programme for Board Members

A note on the familiarization 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 Annual 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 will be considered by the Board to optimize its effectiveness.

Board Meetings

During FY 2016-17, the Board of Directors met 5 times i.e. on April 26, 2016; July 26, 2016; October 24, 2016; January 23, 2017 and March 22, 2017. 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 FY 2016-17 are set out in the Report on Corporate Governance which forms part of this Annual Report.

Board Committees

The Company has several Committees which have been established as a 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, 2017, the Board has 5 Committees, namely, Audit and 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, no. of meetings etc. of the Committees held during FY 2016-17 and attendance of the Directors at each meeting is provided in the Report on Corporate Governance which forms part of this Annual 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, 2017, the Company has a wholly owned subsidiary in the name of Smartx Services Limited. During the year, name of Bharti Infratel Services Limited, another wholly owned subsidiary Company was Struck-off from the register of Companies by the Registrar of Companies, NCT of Delhi and Haryana. The details of such striking off was published in the Official Gazette of Ministry of Corporate Affairs.

Further, the Company has a joint venture in the name of Indus Towers Limited. There was no change in the joint venture during the financial year under review.

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 the Annual 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 FY 2016-17 have been placed on the website of the Company, www.bharti-infratel.com. The audited financial statements of the subsidiary 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 may write to the Company Secretary at the Company’s registered office.

Human Resources

At Bharti Infratel, we believe people excellence is the foundation for building a culture of service excellence. Our aim is to sustain our fervor as an employer of choice and we have outlined our key focus areas during the year to achieve this goal. Bharti Infratel has been recognized as one of the “Best Employers” by Aon Hewitt for the 3rd time in a row and “Great Place To Work” for the 1st time during FY 2016-17.

We would be celebrating 10 glorious years of our establishment this year and it was an opportune time to reassess our cultural dimensions. Our work culture ensures safety, good health, development of capabilities, quality of life and overall well-being of our employees.

Safety is viewed as a key parameter to demonstrate commitment to our people and the community at large. It is an integral part of our decision-making and is the prime consideration in all spheres of our activities. We have 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 have been framed and implemented. We also implemented the Consequence Management Matrix this year to ensure strict implementation of the Cardinal safety Rules.

We undertook various initiatives during the year advocating our vision to promote a gender diverse and inclusive environment. This was the year wherein we challenged ourselves and Industry mind-set by hiring women for unconventional roles. Women hiring for frontline roles is one such successful experiment. Gender sensitization workshops were held wherein efforts were channelized to create awareness on behaviors, language and conduct to be observed with others.

With an employee strength of nearly 1,261 (on Standalone basis) spread across our 11 circles and 74 zones, Last Mile Connect became critical to drive and uphold employee motivation, engagement and loyalty. Many connect forums, open house sessions were arranged across all locations, functions and teams last year where the employees could voice their concerns and thoughts, the teams were recognized for their efforts and they were made aware of the processes and policies.

This year we yet again worked with renewed focus and enthusiasm to recognize our employees who are contributing to the success of organization. We introduced several new category of awards to encourage the managers to strengthen the culture of recognition in their teams. This profound culture of recognition has inadvertently become the stepping stone for strengthening the culture of performance in the organization.

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) Regulation, 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 employee, 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 shall exercise voting rights in respect of the shares of the Company held by the ESOP Trust.

During FY 2016-17, Company has granted 105,239 stock options under LTI Plan 2015 read with 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 S.R. Batliboi & Associates 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

Under Section 139 of the Companies Act, 2013, and the rules made there under, it is mandatory to rotate the Statutory Auditors on completion of the maximum term permitted under the said section. S. R. Batliboi & Associates, LLP, Chartered Accountants, shall be completing their tenure as the Company’s Statutory Auditors and shall hold office till the conclusion of ensuing 11th AGM.

On the recommendation of the Audit & Risk Management Committee, the Board, in its meeting held on May 8, 2017 subject to the approval of the shareholders has recommended the appointment of Deloitte Haskins & Sells LLP, Chartered Accountants, (firm registration number 117366W-W100018) (‘Deloitte’) as the Statutory Auditors of the Company. Deloitte will hold office for a term of five consecutive years i.e. from the conclusion of ensuing 11th AGM till the conclusion of 16th AGM to be convened in the year 2022, subject to ratification by the members at every AGM. Accordingly, the appointment of Deloitte as the Company’s Statutory Auditors, is placed for approval of the members. The Company has received a certificate from Deloitte to the effect that their appointment, if made, shall be in accordance with the provisions of Section 141 of the Companies Act, 2013. The first year of audit will be of the financial statements for the year ending March 31, 2018, which will include the audit of the quarterly financial statements for the year.

Auditor’s Report

The Board has duly examined the Statutory Auditor’s Report on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2017 by M/s S. R. Batliboi & Associates LLP, 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 Auditor & 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, 2017. The Secretarial Auditor has submitted its 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 FY 2016-17 is annexed as Annexure D to this report.

The Board has reappointed M/s. Chandrasekaran Associates, Company Secretaries, New Delhi, as Secretarial Auditor of the Company for FY 2017-18.

Corporate Social Responsibility

With each passing year, our CSR project beneficiaries have become a part of our larger family of stakeholders. It is encouraging to see how our support can change the life and empower the marginalized, be it children - especially girl child living in rural areas, unskilled women in urban slums, unemployed youth awaiting economic opportunities and people with disabilities who seek inclusion in the mainstream. Our work towards social development through CSR encompasses much more than social outreach programmes. We also maintain and align our business processes and goals to make a more deep-rooted impact on the society’s sustainable development.

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 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%20Responsibility%20Policy.pdf.

The Company is committed to increase its CSR impact over the years and has added few new projects during the year under review. On the recommendation of the CSR Committee and the Board, in addition to the CSR contribution of Rs, 171.18 Mn under Section 135 of Companies Act, 2013, the Company has also contributed Rs, 50 Mn to Bharti Foundation for promotion of education of underprivileged children under Section 35AC of the Income Tax Act, 1961 and has contributed Rs, 3 Mn to other charitable causes, during FY 2016-17. The said contributions of Rs, 50 Mn by the Company are as prescribed under Schedule VII of the Companies Act, 2013 and represents 0.31% of the net profit before tax of the Company for last three financial years. However, since the Company has availed a benefit under Section 35AC of Income Tax Act, 1961, the same is treated as other contribution by the Company and not considered towards prescribed 2% CSR contribution under Section 135 of Companies Act, 2013. The consolidated contribution of the Company towards various CSR activities during FY 2016-17 is Rs, 224.18 Mn (i.e. 1.37% of net profit of last three years), which is a marginal increase of 5.05% vis-a-vis consolidated contribution of Rs, 213.40 Mn in FY

2015-16.

Being in the initial years of implementation, the Company is persistently exploring new opportunities to increase its CSR expenditure to the prescribed level. As a socially responsible company, the Company is committed to play a larger role in 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 Corporate Social Responsibility section, which forms part of this Annual Report.

The Annual Report on Corporate Social Responsibility u/s 135 of the Companies Act, 2013 is annexed as Annexure E to this Report.

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 Annual Report.

Management Discussion & Analysis

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

Corporate Governance

The Company is committed to benchmarking 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 Listing Regulations are duly complied with.

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

A certificate from the auditors of the Company, M/s S. R. Batliboi & Associates LLP Chartered Accountants, confirming compliance of conditions of corporate governance as stipulated in 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 action 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 & CEO 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 Annual 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 Controls and their adequacy

The Company has established a robust framework for internal financial controls. The Company has in place adequate controls, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of 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 FY 2016- 17. The Internal financial controls of the Company have been further discussed in detail in the Management Discussion and Analysis section.

Vigil 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 Ombudsperson Policy and compliance with Code of Conduct is also provided in the Report on Corporate Governance which forms part of this Annual Report.

Quality Control

Quality control has been one of the prime forces behind customer delight through achievement of highest uptime and lowest energy cost across our footprint.

We have been consistently upgrading our quality strategies in line with our vision of ensuring First Time Right. Multipronged strategies have been adopted to strengthen the quality process including pre-dispatch inspection of all major material, on-site inspection during installation work in progress, quality audits post completion of work, preventive maintenance audits to ensure appropriate controls, process orientation and control of designs, materials, and workmanship at site, operations and maintenance throughout the lifecycle.

This year too we have initiated further steps towards everlasting quality journey in the form of:

1. Integration of Tablets with Infratel’s Central IT system to ensure flawless data analytics and quick turnaround time.

2. As Built Drawing creation along with regular Preventive Maintenance Audit activity to ensure reproduction of site conditions for tabletop analytics without any cost to ensure timely Up gradation /necessary corrections.

3. Maintenance process for tower and civil structures has been further strengthened to ensure optimized utilization of assets throughout their design life.

Through our quality control effort we continue to ensure optimum utilization of equipment throughout designed lives thus ensuring lower costs, lower network outages and improved margins for both, operators 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 Annual 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. 40 of the standalone financial statements for the year ended March 31, 2017 on page no. 269.

The Policy on the Related Party Transactions is available on the Company’s website.

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 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. 7 and 14 of the Standalone financial statements for the year ended March 31, 2017.

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 of Companies) 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 Whole-time 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 extracts of Annual Return of the Company in form MGT-9 is annexed as Annexure K to this report.

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. I n the preparation of the annual accounts for the year ended March 31, 2017, 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, 2017 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, bankers, vendors, business partners, various agencies and departments of Government of India and State governments where Company’s operations are existing, supporting the Company’s various projects.

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 in ensuring an excellent all round operational performance.

For and on behalf of the board

Rajan Bharti Mittal D S Rawat

Date: May 8, 2017 Director Managing Director & CEO

Place: New Delhi (DIN: 00028016) (DIN:06798626)

Source : Dion Global Solutions Limited
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