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Bharti Infratel Ltd

BSE Code : 534816 | NSE Symbol : INFRATEL | ISIN:INE121J01017| SECTOR: - |

NSE BSE
 

254.10

-6.30 (-2.42%) Volume 280564

10-Dec-2019 EOD

Prev. Close

260.40

Open Price

259.00

Bid Price (QTY)

254.10(4274)

Offer Price (QTY)

0.00(0)

 

Today’s High/Low 259.00 - 259.00

52 wk High/Low 335.00 - 176.35

Key Stats

MARKET CAP (RS CR) 47035.54
P/E 26.35
BOOK VALUE (RS) 74.0508606
DIV (%) 150
MARKET LOT 1
EPS (TTM) 9.65
PRICE/BOOK 3.4341261929912
DIV YIELD.(%) 5.9
FACE VALUE (RS) 10
DELIVERABLES (%) 13.15
4

News & Announcements

10-Dec-2019

Bharti Infratel announces cessation of director

10-Dec-2019

Bharti Infratel fixes record date for 2nd interim dividend

05-Dec-2019

Bharti Infratel to consider interim dividend

26-Nov-2019

Bharti Infratel Ltd Falls 4.88%, S&P BSE Telecom index Drops 3.05%

10-Dec-2019

Bharti Infratel announces cessation of director

05-Dec-2019

Bharti Infratel to consider interim dividend

25-Oct-2019

Scheme of amalgamation between Indus Tower & Bharti Infratel

10-Oct-2019

Bharti Infratel to table results

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

Select Company Name BSE Code NSE Symbol
Associated Transrail Structures Ltd(merged) 40477
Baroda Power Transmission Ltd 40200
BS Ltd 533276 BSLIMITED
EMC Ltd 40691
Jyoti Structures Ltd 513250 JYOTISTRUC
K E C International Ltd 532714 KEC
Kalpataru Power Transmission Ltd 522287 KALPATPOWR
Modern Malleables Ltd 517336 MODERNMAL
Neueon Towers Ltd 532887 NTL
RPG Transmission Ltd(merged) 590029 RPGTLTD
Suyog Telematics Ltd 537259
Transpower Engineering Ltd 517282

Share Holding

Category No. of shares Percentage
Total Foreign 810557089 43.82
Total Institutions 37508719 2.03
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 2274769 0.12
Total Promoters 989780979 53.51
Total Public & others 9486690 0.52
Total 1849608246 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About Bharti Infratel Ltd

Bharti Infratel is India's leading provider of tower and related infrastructure and it deploys, owns and manages telecom towers and communication structures for various mobile operators. The company's consolidated portfolio of over 91,000 telecom towers, which includes over 39,000 of its own towers and the balance from its 42% equity interest in Indus Towers, makes it one of the largest tower infrastructure providers in the country with presence in all 22 telecom circles. The three leading wireless telecommunications service providers in India by revenue - Bharti Airtel, Vodafone and Idea Cellular - are the largest customers of Bharti Infratel. Bharti Infratel was incorporated in 2006 as a subsidiary of Bharti Airtel, a leading global telecommunications company which currently has operations in 17 countries across Asia and Africa. Bharti Airtel and Bharti Infratel are a part of the Bharti group, one of India's leading business conglomerates, with business interests in the telecommunications, real estate, insurance and retail sectors. In January 2008, Bharti Airtel transferred its towers to Bharti Infratel through a scheme of arrangement effective as of January 31, 2008. As of 31 December 2017, Bharti Airtel directly held 50.33% of the equity share capital of Bharti Infratel. Nettle Infrastructure Investments Limited, a wholly owned subsidiary of Bharti Airtel, held 3.18% stake in Bharti Infratel as on 31 December 2017. Bharti Infratel has a 42% stake in Indus Towers which was created as a Joint Venture between Bharti Infratel, Vodafone and Aditya Birla Telecom to hive off the Towers business in 15 telecom circles. In 2011, the company won the Green Mobile Award' for best green product/service or performance at the Global Mobile Awards 2011. In 2012, the company was awarded the 2012-CNBC Essar Steel, Infrastructure Excellence Award as the 'Telecom Infrastructure Company of the year'. It also received the 2012 CIO-APC Green IT Award for successfully consolidating and virtualising its data centre and making significant reduction in carbon emissions. In 2013, Bharti Infratel and OMC Power bagged Best Consumer Service Innovation Award at Global Telecoms Business Innovation Awards. The company was also awarded the 'Most Innovative Energy Saving Product' for 'Renewable Energy Solutions for Telecom Tower Sites. In 2014, Reliance Jio and the company Joined Hands in Tower Infrastructure Sharing agreement. The company was also conferred with Amity Telecom Excellence Award' for being the Top Telecom Tower Company of the Year 2014'. The company has been conferred with Global Business Excellence Award-2014. The company and Indus Towers ink Infrastructure sharing deal. In 2015, the company approved increase in foreign investment limit upto 49% of the paid up capital under Portfolio Investment Scheme (PIS) by Foreign Institutional Investors (FIls)/ Registered Foreign Portfolio Investors (RFPIs). The company wins award for Best Employer' at the Aon Hewitt Best Employers 2015 Awards. On 26 February 2015, parent company Bharti Airtel offloaded 55 million shares of Bharti Infratel through a secondary share sale in the stock market for a total consideration of Rs 1925 crore. Post the transaction, Bharti Airtel's equity holding in Bharti Infratel was reduced to 71.9%. On 14 May 2015, Bharti Infratel announced that the company's stock has been included in MSCI Global Standard Index, an index created by Morgan Stanley Capital International (MSCI) that serves as a benchmark of the performance in major international equity markets. The change in the index will be effective from the close of trading on 29 May 2015. The Board of Directors of Bharti Infratel at its meeting held on 26 April 2016 approved a proposal to buyback equity shares of the company from the shareholders of the company on a proportionate basis through a tender offer. The company set aside Rs. 2000 crore for the buyback at a maximum price of Rs. 450 per equity share. On 28 March 2017, parent company Bharti Airtel pared its stake in Bharti Infratel by selling over 190 million shares representing 10.3% stake to a consortium of funds advised by KKR and Canada Pension Plan Investment Board (CPPIB) for a total consideration of over Rs. 6193.90 crore. The deal was executed at Rs 325 per Bharti Infratel share. Following the closure of this transaction, Bharti Airtel's equity holding in Bharti Infratel was reduced to 61.7%. The board of directors of Bharti Infratel at its meeting held on 30 October 2017 decided to explore and evaluate acquisition of stake in one or more tranches in Indus Towers, with the aim of making it a subsidiary or wholly owned subsidiary of Bharti Infratel. On 14 November 2017, parent firm Bharti Airtel via its wholly owned subsidiary Nettle Infrastructure Investments sold 83 million equity shares aggregating to 4.49% stake in Bharti Infratel through a secondary share sale in the stock market. Consequent to the stake sale, Bharti Airtel and Nettle together hold a combined 53.51% stake in Bharti Infratel.

Bharti Infratel Ltd Chairman Speech

Dear Shareholders,

FY 2017-18 represents a landmark year in the history of the Indian Telecom Industry due to unprecedented consolidation in the wake of intense price war, which has led to five operators ceasing to exist either on account of mergers/acquisitions or outright shutdown of operations.

A positive outcome of the consolidation has been that the basic structure of Indian telecom industry, which was until now fragmented with 12-14 regional operators has improved to 3-4 large operators with an ability to invest in nationwide networks.

Post the closure of accounts for FY 2017-18, Bharti Infratel has also made a major announcement regarding an agreement to merge Indus with Bharti Infratel. With this announcement we seek to dissolve a dual structure where global investors can invest directly in the largest towerco outside China with a pan-India presence. This is much more desirable than the current structure where the only way to invest in Indus is through the listed Bharti Infratel entity.

The combined company, which will fully own the respective businesses of Bharti Infratel and Indus Towers, will change its name to Indus Towers Limited and will continue to be listed on the Indian Stock Exchanges. The combined company will continue to offer high quality passive infrastructure services to all telecom operators on a non-discriminatory basis, thus helping to support the delivery of the Government of India's vision of ‘Digital India'. The transaction is conditional on regulatory and other approvals, including from CCI, SEBI, NCLT, DoT (FDI approval), Bharti Infratel shareholders and is expected to close before the end of the financial year ending March 31, 2019.

Coming back to the developments of the year, due to the ongoing consolidation, the tower companies saw significant exits of co-locations from exiting operators. At Infratel, while we reported strong gross co-location addition of 17,124 on a consolidated basis during FY 2017-18, we also witnessed consolidated exits for the full year of 22,134 due to the ongoing consolidation. It is important to highlight that with the above, bulk of the adverse impact from consolidation, other than the impending impact of Vodafone-Idea merger, is now behind us. As on March 31, 2018, the consolidated tower base stood at 91,451 with consolidated co-locations at 205,596 declining 2.4% YoY with a co-location factor of 2.25 at closing.

On the consumer side, the key metrics such as number of data subscribers, smartphone penetration, data consumption per user, data enabled affordable handsets continued to grow rapidly.

With this ideal industry structure and the fact that the data demand is growing at a very rapid pace, it is clear that remaining operators, particularly the three private operators, will have to invest heavily in rolling out 4G across the country to remain competitive. In addition, in the longer term, we all know that advent of 5G would significantly increase the demand for sites because of spectrum being in Rsigher frequencies and the deployment of critical applications on Internet of Things (IoT) which would require ubiquitous coverage. As a result, we remain excited about the potential of tower industry in India in times to come.

Despite the turbulence in the industry, the Company's financial performance during the year was strong with consolidated revenues for the year, at Rs 144,896 Mn growing by 8% over the last year. Consolidated EBITDA improved to Rs 64,272 Mn up 8% Y-o-Y, representing an operating margin of 44.4%. The Operating Free Cash Flow grew by 13% Y-o-Y to Rs 42,021 Mn for the year. The Consolidated profit after tax came at Rs 24,937 Mn. The Board of Directors have proposed a final dividend of Rs 14 per share subject to shareholders' approval. Total cash outgo for the dividend for the full year, inclusive of tax on dividend would amount to Rs 31,217 Mn, ~125% of the consolidated PAT.

Foreign ownership touched an all-time high of 43.09% as on March 31, 2018 as compared to 8.65% at the time of IPO in December 2012. This includes 10.3% stake held by global private equity funds - KKR and CPPIB.

We continued to improve our Green footprint during the year and move towards more diesel free sites in the long-run. On a consolidated basis, over 42,000 towers or 46% of our portfolio are Green as of March 31, 2018.

On the new revenue streams, both Companies are investing in Smart City projects in a selective manner as pilots in Bhopal by Infratel & Vadodara by Indus. Both these are in final stages of completion and commissioning.

To conclude, we do expect some more short-term challenges in form of cancellation of co-locations particularly due to Vodafone-Idea merger. However, with an improving industry structure of fewer operators, the rising consumer demand and the need to densify networks through 4G in the short-term and potentially 5G in the longer-term, we do expect the Industry to come out of this phase stronger. We believe both Bharti Infratel and Indus are in best position - both operationally and financially to cater to the ever-increasing passive infrastructure demand of the industry.

Akhil Gupta

Chairman

   

Bharti Infratel Ltd Company History

Bharti Infratel is India's leading provider of tower and related infrastructure and it deploys, owns and manages telecom towers and communication structures for various mobile operators. The company's consolidated portfolio of over 91,000 telecom towers, which includes over 39,000 of its own towers and the balance from its 42% equity interest in Indus Towers, makes it one of the largest tower infrastructure providers in the country with presence in all 22 telecom circles. The three leading wireless telecommunications service providers in India by revenue - Bharti Airtel, Vodafone and Idea Cellular - are the largest customers of Bharti Infratel. Bharti Infratel was incorporated in 2006 as a subsidiary of Bharti Airtel, a leading global telecommunications company which currently has operations in 17 countries across Asia and Africa. Bharti Airtel and Bharti Infratel are a part of the Bharti group, one of India's leading business conglomerates, with business interests in the telecommunications, real estate, insurance and retail sectors. In January 2008, Bharti Airtel transferred its towers to Bharti Infratel through a scheme of arrangement effective as of January 31, 2008. As of 31 December 2017, Bharti Airtel directly held 50.33% of the equity share capital of Bharti Infratel. Nettle Infrastructure Investments Limited, a wholly owned subsidiary of Bharti Airtel, held 3.18% stake in Bharti Infratel as on 31 December 2017. Bharti Infratel has a 42% stake in Indus Towers which was created as a Joint Venture between Bharti Infratel, Vodafone and Aditya Birla Telecom to hive off the Towers business in 15 telecom circles. In 2011, the company won the Green Mobile Award' for best green product/service or performance at the Global Mobile Awards 2011. In 2012, the company was awarded the 2012-CNBC Essar Steel, Infrastructure Excellence Award as the 'Telecom Infrastructure Company of the year'. It also received the 2012 CIO-APC Green IT Award for successfully consolidating and virtualising its data centre and making significant reduction in carbon emissions. In 2013, Bharti Infratel and OMC Power bagged Best Consumer Service Innovation Award at Global Telecoms Business Innovation Awards. The company was also awarded the 'Most Innovative Energy Saving Product' for 'Renewable Energy Solutions for Telecom Tower Sites. In 2014, Reliance Jio and the company Joined Hands in Tower Infrastructure Sharing agreement. The company was also conferred with Amity Telecom Excellence Award' for being the Top Telecom Tower Company of the Year 2014'. The company has been conferred with Global Business Excellence Award-2014. The company and Indus Towers ink Infrastructure sharing deal. In 2015, the company approved increase in foreign investment limit upto 49% of the paid up capital under Portfolio Investment Scheme (PIS) by Foreign Institutional Investors (FIls)/ Registered Foreign Portfolio Investors (RFPIs). The company wins award for Best Employer' at the Aon Hewitt Best Employers 2015 Awards. On 26 February 2015, parent company Bharti Airtel offloaded 55 million shares of Bharti Infratel through a secondary share sale in the stock market for a total consideration of Rs 1925 crore. Post the transaction, Bharti Airtel's equity holding in Bharti Infratel was reduced to 71.9%. On 14 May 2015, Bharti Infratel announced that the company's stock has been included in MSCI Global Standard Index, an index created by Morgan Stanley Capital International (MSCI) that serves as a benchmark of the performance in major international equity markets. The change in the index will be effective from the close of trading on 29 May 2015. The Board of Directors of Bharti Infratel at its meeting held on 26 April 2016 approved a proposal to buyback equity shares of the company from the shareholders of the company on a proportionate basis through a tender offer. The company set aside Rs. 2000 crore for the buyback at a maximum price of Rs. 450 per equity share. On 28 March 2017, parent company Bharti Airtel pared its stake in Bharti Infratel by selling over 190 million shares representing 10.3% stake to a consortium of funds advised by KKR and Canada Pension Plan Investment Board (CPPIB) for a total consideration of over Rs. 6193.90 crore. The deal was executed at Rs 325 per Bharti Infratel share. Following the closure of this transaction, Bharti Airtel's equity holding in Bharti Infratel was reduced to 61.7%. The board of directors of Bharti Infratel at its meeting held on 30 October 2017 decided to explore and evaluate acquisition of stake in one or more tranches in Indus Towers, with the aim of making it a subsidiary or wholly owned subsidiary of Bharti Infratel. On 14 November 2017, parent firm Bharti Airtel via its wholly owned subsidiary Nettle Infrastructure Investments sold 83 million equity shares aggregating to 4.49% stake in Bharti Infratel through a secondary share sale in the stock market. Consequent to the stake sale, Bharti Airtel and Nettle together hold a combined 53.51% stake in Bharti Infratel.

Bharti Infratel Ltd Directors Reports

Dear Members,

Your Directors are pleased to present the Twelfth Board's Report on the business and operations of the Company together with the audited financial statements for the financial year ended March 31, 2018.

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, 2018, Bharti Infratel owned and operated 39,523 towers with 88,665 co-locations in 11 telecommunication circles while Indus Towers operated 1,23,639 towers with 278,408 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 91,451 towers and 205,596 co-locations in India as of March 31, 2018.

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 Mn)
Particulars Year ended March 31, 2018 Year ended March 31, 2017
Revenue1 66,212 60,847
EBIDTA1 31,865 28,525
Profit before Tax 35,292 35,797
Profit after Tax 24,937 27,470

1Revenue & EBITDA are excluding other income

B. Standalone financial results as per Ind AS

( Rs Mn)
Particulars Year ended March 31, 2018 Year ended March 31, 2017
Revenue1 66,180 60,847
EBIDTA1 31,854 28,526
Profit before Tax 32,270 33,357
Profit after Tax 24,139 27,050

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, 2018, 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, 2018.

Dividend

The Board has recommended a final dividend of Rs 14 per equity share of Rs 10 each fully paid up (140% of face value) for FY 2017-18 amounting to Rs 25,895 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.

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.

Directors and Key Managerial Personnel

Induction, Re-appointment and Resignation

Pursuant to the provisions of Section 149, 152, schedule IV and other applicable provisions of the Companies Act, 2013 and applicable provisions of Listing Regulations, Anita Kapur (DIN: 07902012), was appointed as an Additional Director in the capacity of Independent Director w.e.f January 17, 2018 for a term of 5 years in terms of section 161 of the Companies Act 2013. She will hold office upto the date of ensuing AGM. The Company has received notice from a member proposing the candidature of Anita Kapur under Section 160 of the Companies Act, 2013. The Board recommends her appointment as an Independent Director at the ensuing AGM.

Pursuant to the provisions of the Companies Act, 2013, Tao Yih Arthur Lang (DIN: 07798156), 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 at the ensuing AGM.

Akhil Gupta (DIN: 00028728), Chairman of the Company, will be completing his present term on July 31, 2018. On the recommendation of the HR, Nomination and Remuneration Committee, the Board in its meeting held on April 23, 2018 subject to the approval of shareholders, has re-appointed Akhil Gupta as Executive Chairman of the Company for a further term of five years w.e.f. August 01, 2018. The Board recommends his re-appointment at the ensuing AGM.

Brief resume, nature of expertise, details of directorships held in other companies of the Directors proposed to be appointed/ re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard- 2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

Shweta Girotra, Company Secretary has resigned w.e.f. September 13, 2017. The Directors placed on record their appreciation for the contribution made by her during her tenure. Samridhi Rodhe has been appointed as the Company Secretary and Compliance Officer of the Company w.e.f. January 17, 2018.

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%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, in consultation with external agency hired for the purpose of Board evaluation, 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 2017-18, the Board of Directors met 4 times on May 8, 2017; July 24, 2017; October 30, 2017 and January 17, 2018. 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 2017-18 are set out in the Report on Corporate Governance which forms part of this Integrated 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, 2018, 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, no. of meetings etc. of the Committees held during the FY 2017-18 and attendance of the Directors at each 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, 2018, Company has a wholly owned subsidiary named Smartx Services Limited. The Company has a joint venture named 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 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 FY 2017-18 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 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 that goal.

We completed 10 glorious years of our establishment last year. For a ten year old organization growing at a steady pace, it is important that the organization culture is well defined and articulated amongst all employees. Infratel is a B2B company with little or no brand presence for the end customer, it is therefore imperative for us to make our presence felt as a preferred employer to potential employee segments enabling us to attract and retain the ‘right' fits from across industries. We realized that the first step to creating an employer brand was to define and articulate the culture for Bharti Infratel which will be our USP and differentiating factor as a brand for external and internal employees. We therefore conducted a study not only to define and articulate the culture at BIL but also create a transformation roadmap for enabling change and aligning our systems and processes to the organization and leadership expectation. The clear themes emerging out of the study were around Collaboration, People Orientation and Innovation.

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 and Consequence Management Matrix have been framed and implemented. This year to drive better awareness and consciousness on Safety we observed National Road Safety Week (Jan 11-17) and National Safety Week (Mar 5-9), through Slogan contest, poster making, Safety quiz, My Safety Story, etc. Safety Training continues to be an area of focus where we ensure all new joiners complete mandatory safety training and existing employees go through refresher training.

With employee strength of nearly 1247 (on Standalone basis) spread across our 11 circles and 74 zones, Last Mile Connect continues to be critical to drive and uphold employee motivation, engagement and loyalty. Connect forums & open house sessions were held across locations. The teams were recognized for their efforts and they were made aware of the processes and policies. Special emphasis was placed towards induction and orientation of new employees.

In our continued endeavor to increase the Gender Diversity within the organization, we took an atypical route to attract women talent both at the field and non-field roles. We were successful in creating an audio visual depicting the opportunities, challenges and the work environment that we provide to our employees. We have seen positive traction with the overall Diversity Numbers move from 7% to 9.4%, and with field roles Diversity number improving from 4.9% to 12.5%. In order to retain our women talent, there in on-going effort to conduct Gender Sensitization workshops across geographies to increase awareness about the individual differences that both sexes bring to work. The two pronged approach of attraction and retention has shown sustainable results.

At Infratel, we strongly believe in identifying and developing internal talent to meet our growth objectives and drive business performance. Given the dynamic state of business in today's market, it is imperative that we proactively identify the weak spots and build capabilities of our mid-level leaders to be able to lead teams and deliver results even more efficiently & effectively. Addressing talent gaps and developing internal talent takes precedence at Infratel. The potential of our future leaders is critical to the organization's success and hence we follow a structured mechanism to assess and develop our mid-level leaders so as to build a sustainable pipeline of internal talent. This year, we carried out an extensive study to create the leadership success profile defining key behaviors from operations, business and people stand point. This was followed by an assessment of most of our mid-level leaders at BIL to understand the current level of potential and identify capability gaps against the leadership success profile. We have further built a focused and dedicated development approach for bridging the identified capability gaps and preparing them for future leadership roles.

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 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 shall exercise voting rights in respect of the shares of the Company held by the ESOP Trust.

During FY 2017-18, Company has granted 114,694 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

In terms of the provisions of Section 139 of the Companies Act, 2013, M/s Deloitte Haskins & Sells LLP, Chartered Accountants, (firm registration number 117366W-W100018) (‘Deloitte') were appointed as the Statutory Auditors of the Company by the shareholders in the 11th AGM of the Company for a period of five years i.e. up to 16th AGM. The said appointment is subject to ratification by the members at every AGM.

The Company has received a letter from M/s Deloitte Haskins & Sells LLP, Chartered Accountants, confirming their eligibility under section 139 and 141 of the Companies Act, 2013. The Board has recommended ratification of appointment of M/s Deloitte Haskins & Sells LLP, Chartered Accountants, to the shareholders at the ensuing AGM till the next AGM. The annual ratification of auditors at the next AGM for their remaining term as aforesaid, shall be done, if required by the law.

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, 2018 by M/s Deloitte Haskins & Sells LLP, Chartered Accountants, 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, 2018. 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 the FY 2017-18 is annexed as Annexure D to this report.

The Board has re-appointed M/s. Chandrasekaran Associates, Company Secretaries, New Delhi, as Secretarial Auditor of the Company for the FY 2018-19.

Corporate Social Responsibility

At Bharti Infratel CSR has become embedded with its business operation and our employees also participate with great enthusiasm in creating a positive social change and supporting our ground level interventions through volunteering. Our social initiatives include providing education to underprivileged children in rural areas across several geographies, scholarship support to students with disabilities to pursue or continue higher education of their choice, providing safe water and sanitation facilities in rural and urban areas and schools, creating awareness on water, sanitation and hygiene, skilling unemployed youth belonging to marginalized communities and supporting research on education & environment sustainability challenges to suggesting policy mechanisms for improving the education scenario and sustainability of renewable energy.

Our CSR project beneficiaries have become a part of our larger family of stakeholders and the change these interventions have brought to their lives has been very encouraging – a skilled youth can now be more hopeful of getting a job and becoming economically independent, a girl child in a rural area can dream of pursuing education of her choice, 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. Our work towards social development through CSR encompasses much more than just social outreach programs, 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 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 Responsibility%20Policy_07062018.pdf.

The Company has made CSR contribution of Rs 211.56 Mn under Section 135 of Companies Act, 2013 and the Company has also contributed Rs 2.07 Mn to other charitable causes, during FY 2017-18.

The consolidated contribution of the Company towards various CSR activities during FY 2017-18 is Rs 213.63 Mn (i.e. 1.07% of net profit of last three years). Since the external evaluation of new projects is planned in FY18-19, any new or scaling up of the current projects will be decided post the assessment. The Company will duly explore new opportunities or scale up current projects 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 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.

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

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

Corporate Governance

Your Company is committed to benchmark itself with global standards for providing good corporate governance. The Board constantly endeavours to take the business forward in such a way that it maximises 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 the Listing Regulations forms part of this Integrated Report.

A certificate from the auditors of the Company, M/s Deloitte Haskins & Sells 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 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, 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 2017- 18. 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 Integrated 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. Multi-pronged 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.

Last year we had initiated three major activities for further strengthening of quality within organization i.e. up gradation of tower maintenance activities, creation of as built site drawings, integration of last quality leg into CIT via tablets. The referred activities have transformed the output and resulted in one of the highest quality KPI achievement during past years.

To further strengthen the already initiated journey, this year we are planning to put up all the collected data from our activities on a central platform "One View". This should help to us in continuing to support organization in optimum utilization of equipment throughout designed lives thus ensuring lower costs, lower network outages and improved P&L's 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 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. 43 of the standalone financial statements for the year ended March 31, 2018 on page 275.

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

Significant and material orders

Pursuant to the Order of the Regional Director, New Delhi dated April 02, 2018, the Company shifted its registered office from NCT of Delhi to the State of Haryana w.e.f. April 17, 2018. The Company has also altered its Object Clause during the year under review. Certificate of registration from ROC approving the alteration of Object Clause was received on March 23, 2018.

There are no other 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, 8 and 15 of the Standalone financial statements for the year ended March 31, 2018.

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 Chairman & 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. In the preparation of the annual accounts for the year ended March 31, 2018, 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, 2018 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
Akhil Gupta
Date: April 23, 2018 Chairman
Place: New Delhi DIN: 00028728

   

Bharti Infratel Ltd Company Background

Akhil GuptaD S Rawat
Incorporation Year2006
Registered Office901 Park Centra,Sector-30 NH-8
Gurugram,Haryana-120001
Telephone91-124-4132600,Managing Director
Fax91-124-4109580
Company SecretarySamridhi Rodhe
AuditorDeloitte Haskins & Sells LLP
Face Value10
Market Lot1
ListingBSE,MSEI ,NSE,
RegistrarKFin techologies Pvt Ltd
Karvy Selenium Tow-B,31&32 Financial Dist,Nanakramguda ,Hyderabad-500032

Bharti Infratel Ltd Company Management

Director NameDirector DesignationYear
Akhil GuptaExecutive Chairman2018
N KumarIndependent Director2018
Jitender BalakrishnanIndependent Director2018
Bharat Sumant RautIndependent Director2018
Leena SrivastavaIndependent Director2018
D S RawatManaging Director & CEO2018
Rajinder Pal SinghIndependent Director2018
Rajan Bharti MittalDirector2018
Samridhi RodheCompany Secretary2018
Anita KapurIndependent Director2018
Tan Yong ChooAlternate Director2018
Prakul KaushivaAddtnl Non-Executive Director2018

Bharti Infratel Ltd Listing Information

Listing Information
NIFTY
BSE_500
BSE_100
BSE_200
BSEDOLLEX
BSE_TECK
CNX500
CNX100
CNXINFRAST
CNX200
CNXDIVIDEN
BSECARBONE
NFT100EQWT
BSEALLCAP
BSELARGECA
BSETELECOM
SENSNEXT50
LMI250
BSEQUI
NFT50EQWT

Bharti Infratel Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Rent NA 0003984.4
Energy & Other Reimbursements NA 0002837.3
Service Revenue NA 0000

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