Indus Towers Ltd
Directors Reports
Dear Members,
Your Directors are pleased to present the Seventeenth Board's
Report on the business and operations of Indus Towers Limited (‘the Company')
together with the audited Financial Statements for the Financial Year ended March 31,
2023.
Business Overview
Indus Towers is a provider of tower and related infrastructure sharing
services. We are one of the largest telecom tower companies in India basis the number of
towers and co-locations operated by the Company. The business of Indus Towers is to
deploy, own, operate and manage passive infrastructure pertaining to telecommunication
operations. The Company provides access to its towers, primarily to wireless
telecommunication service providers, on a shared basis under long-term contracts. Your
Company has a nationwide presence with operations in all 22 telecommunication circles in
India and caters to all wireless telecommunication service providers in India.
As of March 31, 2023, Indus Towers owned and operated 192,874 towers
with 342,831 co-locations in 22 telecommunication circles.
Financial Highlights
The Financial Statements of the Company have been prepared in
accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the
Companies Act, 2013 ("the Act") read with Companies (Accounts) Rules, 2014.
A. Consolidated financial results as per Ind AS
|
|
Millions |
| Particulars |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
| Revenue* |
283,818 |
277,172 |
| EBIDTA* |
97,670 |
149,429 |
| Profit Before Tax |
27,593 |
84,307 |
| Profit After Tax |
20,400 |
63,731 |
| *excluding other income |
|
|
B. Standalone financial results as per Ind AS
Millions
| Particulars |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
| Revenue* |
283,818 |
277,082 |
| EBIDTA* |
97,674 |
149,305 |
| Profit Before Tax |
27,620 |
84,243 |
| Profit After Tax |
20,433 |
63,671 |
*excluding other income
Share Capital
During the Financial Year 2022-23, there is no change in the Authorized
Share Capital of the Company, and it stood at H 35,500,000,000/- divided into
3,550,000,000 equity shares of H 10/- (H Ten) each.
During the Financial Year 2022-23, there is no change in the
Company's issued, subscribed, and paid-up equity share capital. As on March 31, 2023,
the issued, subscribed and paid-up equity share capital of the Company stood at H
26,949,369,500/- divided into 2,694,936,950 Equity Shares of H 10/- (H Ten) each fully
paid-up.
Fund raised during the Financial Year
Issuance of rated, listed, unsecured, redeemable Non-Convertible
Debentures (‘NCDs') by way of Private Placement
During the Financial Year 2022-23, the Company has raised, by way of
Private Placement, total 15,000 NCDs of face value of H 10 Lakh each amounting to H 1,500
Crore in three series which were allotted on December 07, 2022 as details below:
Series I Debentures: 7,500 NCDs amounting to H 750 Crore, maturing on
December 07, 2024
Series II Debentures: 3,750 NCDs amounting to H 375 Crore, maturing on
June 07, 2025
Series III Debentures: 3,750 NCDs amounting to H 375 Crore, maturing on
December 07, 2025 These NCDs are listed on National Stock Exchange of India Limited (NSE).
Transfer to Reserves
The Company has not transferred any amount to the General Reserve for
the Financial Year ended March 31, 2023.
Dividend
The Board of Directors of the Company has not declared any dividend for
the Financial Year 2022-23.
Dividend Distribution Policy
As per Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (‘the Listing Regulations'), the top 1000 listed
companies based on the market capitalization shall formulate a dividend distribution
policy. Accordingly, the Dividend Distribution 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 https://www.industowers.com/wp-content/themes/
indus/pdf/policy/Dividend-Policy.pdf.
Credit Rating
As on the date of this report, CRISIL Limited rated their Long-Term
Rating to CRISIL AA+/ Stable, Short-term rating to CRISIL A1+ (Reaffirmed) and Bond rating
to CRISIL AA+/ Stable. It also reaffirmed the Commercial Papers Rating to CRISIL A1+
assigned to the Company. Further, ICRA Limited rated the Non-Convertible Debentures rating
to [ICRA] AA+ (Stable), Term Loans rating to [ICRA] AA+ (Stable), Fund based/ Non-fund
based rating to [ICRA] AA+ (Stable) and rating of unallocated limits to [ICRA] AA+
(Stable)/ A1+. It also reaffirmed the Commercial Papers Rating to [ICRA] A1+ and issuer
rating to [ICRA] AA+ (Stable) assigned to the Company.
Transfer of amount to Investor Education and Protection Fund
Pursuant to the provisions of Section 124 of Companies Act, 2013 read
with Rules made thereunder during the Financial Year 2022-23, the Company has transferred
an amount of H 136,721/- (Rupees One Lakh Thirty Six Thousand Seven Hundred and Twenty One
Only) pertaining to final dividend on equity shares for Financial Year 2014-15, which
remained unpaid/ unclaimed for a period of seven years, to Investor Education and
Protection Fund (IEPF) established by the Central Government. Further, 185 equity shares
of the Company on which the dividend remained unpaid/ unclaimed for a period of seven
consecutive years were also transferred to IEPF in accordance with the Act and Rules
thereunder after giving due notice to the concerned shareholders.
The investors whose shares and dividend amount have been transferred to
IEPF may claim their shares and seek a refund in accordance with the provisions of law.
The details regarding the above along with the process for claiming the unpaid dividend /
shares is available on the website of the Company at https://
www.industowers.com/investor/shares/.
The Company has also uploaded the details of unpaid and unclaimed
dividend amounts lying with the Company as on the date of closure of previous Financial
Year i.e. March 31, 2022 on the website of the Company at https://www.industowers.
com/%20investor/shares/?var=1657517893.
Nodal Officer
In accordance with the provisions of Rule (2A) of Rule 7 of Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, Ms. Samridhi Rodhe, Company Secretary & Compliance Officer of the Company, has
been appointed as the Nodal Officer of the Company. The details are available on the
Company's website at www.industowers.com.
Deposits
The Company has not accepted any deposit and as such no amount of
principal or interest was outstanding as on the date of the Financial Statements.
Directors and Key Managerial Personnel
Induction, Re-appointment and Resignation
During the Financial Year, the following changes took place in the
Board:
Appointments and Re-appointments
- Mr. Sunil Sood (DIN: 03132202), was appointed as an Additional
Director in the category of a Non-Executive Non-Independent Director w.e.f June 30, 2022.
The shareholders in their meeting held on August 23, 2022, approved the appointment of Mr.
Sood as a Director, liable to retire by rotation.
- Ms. Anita Kapur (DIN: 07902012) was re-appointed as an Independent
Director for a second term of five years w.e.f. January 17, 2023, till January 16, 2028,
with the approval of shareholders in their meeting held on August 23, 2022.
- Mr. Pankaj Tewari (DIN: 08006533) was appointed as an Additional
Director in the category of Non-Executive Non- Independent Director of the Company w.e.f.
October 8, 2022. Thereafter the shareholders through postal ballot/ e-voting on December
30, 2022, have approved the appointment of Mr. Tewari as a Director, liable to retire by
rotation.
- Mr. Prachur Sah (DIN: 07871676) was appointed as an Additional
Director designated as Managing Director & Chief Executive Officer (MD & CEO) of
the Company w.e.f. January 3, 2023, for a period of five years. Thereafter, the
shareholders through postal ballot/e-voting on April 01, 2023, have approved the
appointment of Mr. Sah as MD & CEO for a period of 5 years.
- Mr. Ramesh Abhishek (DIN: 07452293) was appointed as an Additional
Director in the category of Independent Director for a term of five consecutive years
w.e.f. January 3, 2023 till January 2, 2028. Thereafter, the shareholders, through postal
ballot/e-voting on April 01, 2023, have approved the appointment of Mr. Abhishek as an
Independent Director for a period of five years.
- Mr. Harjeet Singh Kohli (DIN: 07575784), Mr. Randeep Singh Sekhon
(DIN: 08306391) and Mr. Ravinder Takkar (DIN: 01719511), will retire by rotation at the
ensuing AGM and, being eligible, have offered themselves for reappointment. The Board, on
the recommendation of the HR, Nomination and Remuneration Committee, recommends their
re-appointment as Directors liable to retire by rotation at the ensuing AGM.
In the opinion of the Board, all the directors, including the directors
appointed/ re-appointed during the year, possess the requisite qualifications, experience,
expertise, proficiency and hold high standards of integrity. Brief resume, nature of
expertise, disclosure of relationships between directors inter-se, details of
directorships and Committee membership 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.
Resignations
- Mr. Balesh Sharma (DIN: 07783637), Non-Executive Non-Independent
Director of the Company resigned from the Board w.e.f. June 30, 2022.
- Mr. Bimal Dayal (DIN: 08927887), resigned from the Board and from the
position of Managing Director & CEO of the Company w.e.f. September 17, 2022.
The Board placed on record its deepest gratitude and appreciation
towards valuable contribution made by the outgoing Directors. Save and except the above,
there was no change in the Directors or KMPs of the Company during the year under review.
Declaration by Independent Directors
Pursuant to Section 149(7) of the Act, the Company has received
declarations from all Independent Directors confirming that they meet the criteria of
independence as specified in Section 149(6) of the Act, as amended, read with Rules framed
thereunder and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation
25(8) of the Listing Regulations, the Independent Directors have confirmed that they are
not aware of any circumstance or situation which exists or may be reasonably anticipated
that could impair or impact their ability to discharge their duties with an objective
independent judgement and without any external influence and that they are independent of
the Management.
The Independent Directors have also confirmed that they have complied
with the Company's Code of Conduct and that they are registered on the databank of
Independent Directors maintained by the Indian Institute of Corporate Affairs. The
Directors have further confirmed that they are not debarred from holding the office of
director under any SEBI order or any other such authority.
The Board of Directors of the Company have taken on record the
aforesaid declaration and confirmation submitted by the Independent Directors.
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, on appointment and remuneration of
Directors, Key Managerial Personnel & Senior Management.
The Policy, inter-alia, includes criteria, terms and conditions for
determining qualifications, competencies and positive attributes for appointment of
Directors (executive and non-executive including independent directors), Key Managerial
Personnel and persons who may be appointed in Senior Management positions, their
remuneration and diversity in the Board etc. The detailed policy is available on the
website of the Company at https://www.industowers.com/wp-content/themes/indus/pdf/
SE/2020/Nomination-Policy.pdf.
Annual Board Evaluation and Familiarisation Programme for the Board
Members
The Company has adopted a structured induction programme for
orientation and training of Directors at the time of their joining. A note on the
familiarisation programme 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 including the Independent Directors, Chairman and MD & CEO. Customized
questionnaires were circulated, responses were analysed, 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 2022-23, the Board of Directors met 9 times
i.e. on May 05, 2022; July 27, 2022; August 02, 2022; September 26, 2022; October 08,
2022; October 27, 2022; December 22, 2022; January 24, 2023 and March 24, 2023. 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 2022-23 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,
2023, the Board has 5 Committees, namely, Audit & Risk Management Committee, HR,
Nomination and Remuneration Committee,
Corporate Social Responsibility (CSR) Committee, Stakeholders'
Relationship Committee, Environmental, Social and Governance (ESG) Committee.
Additionally, the Board has formed Special Committee of Directors and Committee of
Directors for Fund Raising. The details with respect to the composition, powers, roles,
terms of reference, number of meetings held etc. of the Committees during the Financial
Year 2022-23 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, 2023, the Company has a wholly owned subsidiary named
Smartx Services Limited. In accordance with Section 129(3) of the Companies Act, 2013, the
Company has prepared consolidated financial statements of the Company and its subsidiary,
which forms part of this Integrated Report. A statement in Form AOC- 1, containing the
salient features of the Financial Statements of the subsidiary company is annexed as Annexure
A to this report. The statement also provides the details of the performance and
financial position of the subsidiary company. Audited Financial Statements of Smartx
Services Limited for the Financial Year 2022-23 have been placed on the website of the
Company at www.industowers.com and the same will also be available electronically for
inspection by the members during the AGM.
The audited Financial Statements of the subsidiary company are
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 the subsidiary company may write to the Company Secretary at the
Company's registered office. The Company does not have any joint venture company or
an associate company as on March 31, 2023.
Human Resources
At Indus Towers, we believe that our people are key to the success of
our business. Indus Towers has set an example for several organizations in India by
leading the way and demonstrating how putting people front and center in organizational
initiatives can lead to achieving higher levels of business performance.
We have our employees at the core of business who deliver and sustain
the service delivery by living the core values of the organization- Excellence, Customer,
Integrity, Teamwork and Environment (ExCITE).
They relentlessly work towards our vision to Strive for Customer
Delight through continuous Innovation. Many employees and organizations spent last year
settling into their new ways of working after the initial, prolonged disruption of the
pandemic subsided. This adjustment period coincided with an uncertain economy, continued
resignations and "quiet quitting" making headlines amid declining employee
engagement after a decade of growth. The Gallup Exceptional Workplace Award (2023) awarded
to Indus Towers is a testament to the fact that despite these challenges, we as an
organization stood strong with our values and built a culture that thrives in the new work
environment.
For a young organization like Indus Towers, 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. The fact that we have received this
award for the 10th consecutive year establishes the fact that to be among the most engaged
workplaces across the world, we must continue to put people first and continue to make
employee engagement a cultural priority in our business strategy.
During our journey, we 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. Connecting and engaging with
3,249 employees spread across our 22 circles has become possible through our constant
communication. Our leadership has a strong connect with all employees and focusing on
their well-being is their priority. They regularly connect with the teams to guide them on
how to efficiently manage people and productivity during critical times.
Throughout the year, the leadership stood by their people in times of
crisis, valuing their relentless efforts and providing all type of support that was
needed. The year gone by was transformational yet extremely demanding for our workforce at
Indus. While on one side rigor on 5G roll out was one of the biggest ask from our
customers, there has been a war of talent in the market for this niche skill.
To address the situation in time, we ensured that we proactively start
upskilling our current workforce. We invested in our talent through various training
interventions and awareness sessions delivered by the Leaders and Subject Matter Experts
to get 5G ready and ensured that we deliver on the expectations of our valued customers.
At Indus, we constantly strive to build and sustain a culture of high
performance and recognise that our employees play a crucial role in catalyzing growth and
innovation in the organization. We aim to build a future-ready, resilient, and nimble
workforce.
Our strategic approach to creating a pool of best-in-class talent is
guided by a three-dimensional approach:
| Attracting the right talent |
| Retaining the better |
| Advancing the best |
Our unique employee value proposition and integrated approach to
employee development align organizational values with the personal values of the employees
thus helping them achieve breakthrough results.
The communication strategy at Indus has been instrumental in keeping
the morale of the employees high while ensuring their engagement at the same time. At
Indus Towers, we believe in embracing technology and continue to use it to our advantage
to make processes simpler and more efficient. We continue to automate our processes, use
of the systems and technological shifts have made it even more important for people to
become ‘fit for the future', both as professionals and as individuals. Keeping
this in mind, we constantly organize various learning and development initiatives for our
employees.
While during the pandemic we capitalized on virtual and online
learning, this year we also brought back many classroom training interventions. Keeping
the development opportunities relevant and engaging, this was a year of many new launches
for Indus Towers when it came to future ready capability building for our employees. We
reviewed our existing courses and made improvements as per the changing needs, future
skills and Training Needs identified. 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.
At Indus, we focus on building an overall employee experience and
engagement & well-being forms the core of it. Our aim is to make our people proud of
the work they do at Indus. We not only want them to excel, but we also want them to
realize their contribution to the organization and provide them opportunities to learn and
grow.
Diversity and Inclusion is at the heart of Indus. Over the years we
have been constantly working on strengthening our policies and processes to provide a
safe, equal and inclusive work environment for all. We have been successful in onboarding
diverse talent not only for office-based roles but also in the field. While being an
engineering and hardcore technical organization, where availability of diverse talent is
limited, share of women in our total employee population is 6.3% and we are determined to
improve this year on year. Continuing our efforts to ensure a conducive and safe
environment for women employees, we have a mandatory training on POSH added to our online
learning module.
We also have a neutral Internal Complaints Committee which investigates
and takes appropriate action on any concerns related to harassment raised by employees.
Apart from this, many engagement initiatives are planned and calendarized for D&I.
Talks by Women Leaders were held for I-WIN network, which is a Pan Indus women's
network focused on networking, learning and growing. Year 2022 marked the launch of Gender
Sensitization Workshops. This is an organization wide effort to build an inclusive
workplace for our employees and create awareness on the ground to address gender sensitive
issues.
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 an Employee Stock
Option Scheme 2014 (‘ESOP Scheme 2014') with the approval of Shareholders of the
Company. The said scheme is in compliance with the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 (‘ESOP Regulations'). The HR, Nomination and
Remuneration Committee monitors the Company's ESOP scheme.
The Company also had another ESOP Scheme (‘ESOP Scheme 2008')
under which no fresh grants are made, and all options granted under the Scheme have been
dealt with. In accordance with the ESOP Regulations, the Company had set up Indus Towers
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 had exercised voting rights in respect of the shares of the Company held by the
ESOP Trust. During the Financial Year 2022-23, ESOP Trust has purchased 525,000 equity
shares from the open market and HR, Nomination and Remuneration Committee has granted
782,303 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
https://www.industowers.com/investor/shares/.
A certificate from Chandrasekaran Associates, Secretarial Auditors of
the Company, certifying that the ESOP schemes are implemented in accordance with the ESOP
Regulations and the resolutions passed by the Members of the Company, are available for
inspection by the Members in electronic mode and copy of the same will also be available
for inspection at the registered office of the Company and during the AGM. During the
previous year, there were no material changes in the aforesaid ESOP scheme of the Company
and the ESOP scheme are in compliance with ESOP regulations.
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, (firm registration number
117366W/ W-100018) (‘Deloitte') were re-appointed as the Statutory Auditors of
the Company by the shareholders in the 16th Annual General Meeting
(‘AGM') of the Company held on August 23, 2022, for a period of five years i.e.
from the conclusion of 16th AGM till the conclusion of 21st AGM of the Company,
to be held in the year 2027.
Further, they are qualified to continue as Statutory Auditors of the
Company and satisfy the independence criteria in terms of the applicable provisions of the
Act and Code of Ethics issued by the Institute of Chartered Accountants of India.
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, 2023, which is self-explanatory. The report does not contain any
observation, 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 Financial 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, 2023. The Secretarial Auditors have submitted their report, confirming
compliance by the Company on applicable provisions as stated in their report. The Report
does not contain any qualification, observation, disclaimer, or adverse remark except
following: The Company had received an adjudication order from the Securities Exchange
Board of India ("SEBI") dated June 27, 2022 for violation of erstwhile
Regulation 3(12) of SEBI (Share Based Employees Benefits) Regulations, 2014 w.r.t.
non-appropriation of the excess 5,32,862 equity shares held by ESOP Trust of the Company
and a fine of Rs. 1,00,000/- was imposed by SEBI. The Company denies violation of
Regulation 3(12) of the erstwhile SEBI (Share Based Employee Benefits) Regulations, 2014,
however, has paid the prescribed penalty on ground of interpretational differences.
The Secretarial Audit Report for the Financial Year 2022-23 is annexed
as Annexure B to this report.
The Board has re-appointed M/s. Chandrasekaran Associates, Company
Secretaries, New Delhi, as the Secretarial Auditors of the Company for the Financial Year
2023-24.
Internal Auditor and Co-source Partner
The Company has in place a robust Internal Audit team which is headed
by the Internal Auditor and ably supported by reputable independent firms. Mr. Sarabhjit
Singh is the Internal Auditor of the Company and PricewaterhouseCoopers Private Limited
(PwC) and ANB Solutions Private Limited (ANB) were engaged as the co-sourced partners for
the year. The audit conducted by the Internal Auditor and co-sourced partners is based on
an internal audit plan, which is reviewed each year in consultation with the Audit &
Risk Management Committee. As per the report of the Internal Auditor, the policies,
processes, and internal controls in the Company are generally adhered to, while conducting
the business.
Corporate Social Responsibility (CSR)
In line with the company's vision of Connecting Lives across
nation, the CSR initiatives of the Company are guided to ensure sustainable development
and inclusive growth while taking care of People, Planet, and organizational goals. The
CSR Vision of Indus endeavors on taking an active role in transforming the lives of
communities by designing and implementing projects that works towards socio-economic
upliftment of the communities. The Company has made conscious efforts to ensure that CSR
interventions are need-based, community-oriented, sustainable, and thereby positively
impact the quality of lives and also those present in the ecosystem. At Indus, we believe
that our business thrives in a strong and sustainable society and therefore our
commitments, focus on integrity, empathy and ethics shape the Indus value system. As a
socially responsible organization, we harmonize our short term and long-term goals to
consistently strive to serve society in a holistic manner to create a larger social
impact. CSR activities through partnership with the government, particularly at the local
level, and not-for-profit sector, plays a vital role not only for effective implementation
of CSR activities but also for long-term sustainability and to achieve measurable change
brought about by social initiatives.
The CSR Policy aligns with the Missions of National Priority and the
Sustainable Development Goals (SDGs) of India. The policy is recommended by Corporate
Social Responsibility (CSR) Committee and approved by the Board. It has a deep focus on
governance and transparency and outlines the Company's CSR Strategy to bring about a
positive impact on the community and environment through various CSR interventions. Indus
CSR activities are aligned with Schedule VII of the Companies Act and majorly focus on:
| Promoting Quality Education and Digital Education for children, youth and
adults in rural and urban areas |
| Digital Skill Development and Livelihood Enhancement for vulnerable
communities |
| Promoting Smart Agri for farmers by leveraging Technology |
| Scholarship Program for higher education including students with
disabilities. |
| Support to Paraplegic Rehabilitation Centre for Armed Forces Ex- service
men |
| • Holistic development of abandoned and parentless children |
| Promote Community initiatives |
| Healthy and Safer community environment and capacity building of health
Infrastructure |
| Energy Access for livelihood promotion thereby promote Safe and Clean
Energy |
| Environment Sustainability and Swachh Bharat initiatives including
Research & development |
| • Support Disaster Relief initiatives |
CSR programs at Indus are implemented by credible partners and are
compliant to execute social development projects. These partners are selected based on a
robust due diligence process. All our projects are closely monitored and governed by the
Board of Directors and the CSR Committee and managed by the CSR council members.
Company-wide, Indus utilizes its strengths and resources to benefit local communities.
Individually, our employees through volunteering programs actively engage in community
service and contribute their time, efforts, and resources to bring in positive change in
community.
In accordance with the requirements of Section 135 of the Companies
Act, 2013 and rules made thereunder, the Company has constituted the 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, to ensure that the CSR programs of
the Company reflect its vision and values and are aligned with the applicable regulatory
requirements.
The CSR Policy is available at the website of the Company at
https://www.industowers.com/wp-content/uploads/2022/05/ CSR-Policy.pdf. The details of the
composition of CSR Committee, CSR projects, programmes and the Annual Action Plan are also
available on the website of the Company. During the Financial Year 2022-2023, the Company
was required to spend H 984.23 Mn (2% of average net profits for the last 3 years) towards
the CSR activities out of which the Company has spent H 914.85 Mn till March 31, 2023. The
remaining amount of H 69.38 Mn towards the ongoing projects has been transferred to the
unspent CSR Account of the Company in compliance with the requirement of Section 135(6) of
the Companies Act, 2013. A detailed update on the CSR initiatives of the Company is
provided in the Social 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 C to this Report.
Integrated Reporting
In line with our philosophy of being a highly transparent and
responsible company and considering IR as a journey, the Company has adopted
‘Integrated Report' in accordance with the International Integrated Reporting
Council (IIRC) framework. The Integrated Report covers the capital approach of IIRC
Framework as well as the value that the Company creates for its stakeholders.
Business Responsibility and Sustainability Report
In accordance with the Regulation 34(2)(f) of Listing Regulations read
with SEBI Circular no. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021, the Business
Responsibility & Sustainability Report (‘BRSR') for the Financial Year
2022-23, describing the initiatives taken by the Company from environmental, social and
governance perspective forms part of this Integrated Report.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the Financial 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 and
adopting the best corporate governance practices. The Board constantly endeavors to take
the business forward in such a way that it maximizes the 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 D to this report.
Risk Management
Risk management is embedded in Indus Towers' 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. The 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 a duly approved Risk
Management Policy for effective corporate governance and development of sustainable
business.
The objective of this policy is to have a well-defined approach to risk
and to define an ongoing and consistent process for identifying, evaluating, escalating,
monitoring, and reporting the significant risks faced in the short and near future. The
policy suggests framing an appropriate response for the key risks identified, to make sure
that risks are adequately addressed or mitigated. The Internal Audit function along with
Chief Risk Officer assists the Audit & Risk Management Committee on an independent
basis with a review of the risk assessment and associated management action plans.
Operationally, risk is being managed at the top level by the Management
Committee, chaired by the Managing Director & Chief Executive Officer. 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 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
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 2022-23. The Internal financial controls of the Company have
been further discussed in detail in the Management Discussion & Analysis section.
Code of Conduct/ Vigil Mechanism
We have a well defined Code of Conduct that serves as a guiding tool to
align our organsational culture with individual conduct. The Code of Conduct and vigil
mechanism of the Company is available on the website of the Company at
www.industowers.com. A brief note on the highlights of the Ombudsman Policy/ 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
We at Indus Towers believe that quality control acts as an important
differentiator and driving force behind customer delight through the achievement of high
uptime and decreasing energy cost across our footprint. We continue to fine tune our
quality strategies in line with our expanding footprints with the aim of ensuring First
Time Right.
The multi-pronged strategies are continually refined in line with
changing field dynamics. The stage inspection of on-site work is undertaken by quality
engineers for new build sites and major upgrades. Quality audits by independent agencies
are undertaken on a regular basis to ensure additional controls. Preventive maintenance
audits, process and design improvement and control ensure standardization and quality of
workmanship. We have continued with major project audits such as Electrical Hygiene
Audits, Fire Solution Audits, Civil Audits, Refurbished Equipment Audits. Tower
maintenance and Foundation strengthening audits to enhance the performance of sites from a
long-term performance and safety perspective. As a unique exercise, we have been imparting
product and process trainings to vendors / 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. Quality also assures
that products comply with specifications through pre-dispatch inspection of products.
Other Statutory Disclosures
Related Party Transactions
A detailed note on the 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 into 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 transactions
with related parties, under the provisions of the Companies Act, 2013, are given in form AOC-
2 as Annexure E to this report.
The names of related parties and details of transactions with them
under Ind AS - 24 have been included in Note no. 39 of the Standalone Financial Statements
for the Financial Year ended March 31, 2023.
The Policy on the Related Party Transactions is available on the
website of the Company at
https://www.industowers.com/wp-content/themes/indus/pdf/2022/RPT_Policy.pdf.
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 is no material change or commitment 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 and 12 of the Standalone Financial Statements for the Financial
Year ended March 31, 2023.
Commercial Papers
During the Financial Year, the Company has raised H 23,250 Mn through
issuance of Commercial Papers in various tranches. As on March 31, 2023, the Company has
no outstanding Commercial Papers.
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 are annexed as Annexure F to this report.
Particulars of employees' remuneration as required under Section 197(12) of the Act
read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms part of this report. However, in terms of the
provisions of the first proviso to Section 136(1) of the Act, the Integrated Report is
being sent to the Shareholders excluding the aforementioned information. The information
will be available on the Company's website at https://www. industowers.com and will
also be available for inspection at the registered office of the Company on all working
days (Monday to Friday) between 11.00 a.m. and 1.00 p.m. upto the date of AGM and a copy
of the same will also be available electronically for inspection by the members during the
AGM. Any member interested in obtaining such information may write to the Company
Secretary at the Registered Office of the Company up to the date of the ensuing Annual
General Meeting.
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
G to this report.
Disclosure under Section 197(14) of Companies Act, 2013
The Company does not have any holding company. The Managing Director
& CEO and the Chairman of the Company do not receive any remuneration or commission
from the subsidiary company.
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 draft
Annual Return having all the available information of the Company as on March 31, 2023, is
available on the website of the Company at www.industowers.com.
Maintenance of Cost Records
The Company is not required to maintain cost records as specified under
Section 148(1) of the Companies Act, 2013.
Proceeding under Insolvency and Bankruptcy Code, 2016
There were no proceedings, either filed by the Company or against the
Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the
National Company Law Tribunal or other Courts as on March 31, 2023.
Change in the Nature of Business
There was no change in nature of the business of the Company during the
financial year ended on March 31, 2023.
The details of difference between amount of the valuation done at the
time of one-time settlement and the valuation done while taking loan from the banks or
financial institutions along with the reasons thereof
There is no one time settlement done with bank or any financial
institution.
Prevention of Sexual Harassment at Workplace
The Company has an Internal Complaints Committee for providing a
redressal mechanism pertaining to sexual harassment of employees at workplace. Details of
the same including the details of the complaints received are 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, 2023, 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, 2023, 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, shareholders,
bankers, vendors, business partners, various agencies and departments of Government of
India and State Governments where Company's operations are existing 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 of Directors of Indus
Towers Limited |
|
|
N Kumar |
Prachur Sah |
| Date: April 26, 2023 |
Chairman |
Managing Director & CEO |
| Place: Gurugram |
DIN: 00007848 |
DIN: 07871676 |
  Â