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Bharti Infratel Ltd.

BSE: 534816 Sector: Infrastructure
NSE: INFRATEL ISIN Code: INE121J01017
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NSE 15:54 | 17 Oct 479.20 7.70
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OPEN 467.30
PREVIOUS CLOSE 471.25
VOLUME 82128
52-Week high 481.90
52-Week low 283.10
P/E 33.68
Mkt Cap.(Rs cr) 88,448
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 467.30
CLOSE 471.25
VOLUME 82128
52-Week high 481.90
52-Week low 283.10
P/E 33.68
Mkt Cap.(Rs cr) 88,448
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bharti Infratel Ltd. (INFRATEL) - Director Report

Company director report

Board's Report

Dear Members

Your Directors are pleased to present the Eleventh Board's Report on the business andoperations of the Company together with the audited financial statements for the financialyear ended March 31 2017.

Business Overview

Bharti Infratel is a provider of tower and related infrastructure sharing services. Ona consolidated basis we are one of the largest pan-India tower infrastructure providersbased on the number of towers owned and operated by Bharti Infratel and Indus Towerswhich are represented by Bharti

Infratel's 42% equity interest in Indus Towers. The business of Bharti Infratel andIndus Towers is to acquire build own and operate towers and related infrastructure.Bharti Infratel and Indus Towers provide access to their towers primarily to wirelesstelecommunication service providers on a shared basis under long-term contracts. We caterto all telecom operators in India. Our three largest customers are Bharti Airtel VodafoneIndia and Idea Cellular which are the three leading wireless telecommunication serviceproviders in India by wireless revenue.

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

As of March 31 2017 Bharti Infratel owned and operated 39099 towers with89263 co-locations in 11 telecommunication circles while Indus Towers operated 122730towers with 288913 co-locations in 15 telecommunication circles. With Bharti Infratel'stowers and its 42% interest in Indus Towers we have an economic interest in theequivalent of 90646 towers and 210606 co-locations in India as of March 31 2017.

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

Financial Highlights

A. Consolidated financial results as per Ind AS

( Rs. Millions)
Particulars Year ended March 31 2017 Year ended March 31 2016
Revenue1 60847 55583
EBIDTA1 28525 25097
Profit before Tax 35797 29791
Profit after Tax 27470 22474

1Revenue & EBITDA are excluding other income

B. Standalone financial results as per Ind AS

( Rs. Millions)
Particulars Year ended March 31 2017 Year ended March 31 2016
Revenue1 60847 55583
EBIDTA1 28526 25098
Profit before Tax 33357 18723
Profit after Tax 27050 13274

1Revenue & EBITDA are excluding other income

Indian Accounting Standard (Ind AS)

The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazettedated February 16 2015 notified the Ind AS applicable to certain class of Companies. IndAS has replaced the existing Indian GAAP prescribed under Section

133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules2014. For Bharti Infratel Ind AS is applicable from April 1 2016 with a transition dateof April 1 2015 and IGAAP as the previous GAAP.

The reconciliation and description of the effect of the transition from IGAAP to Ind AShave been provided in

Note no. 44 of the standalone and consolidated financial statements for the year endedMarch 31 2017.

Share Capital

During the year the Company has extinguished 47058823 equity shares of Rs. 10/- eachconsequent upon the Buy-back of equity shares of the Company. The paid up share capital ofthe Company has decreased from Rs. 18966670690 to Rs. 18496082460 represented by1849608246 equity shares of Rs. 10 each as on March 31 2017.

Buy-back of Equity Shares

During the year under review the Company had completed Buy-back of 47058823 equityshares (representing 2.48% of total pre Buy-back equity share capital) of Rs. 10/- each ata price of Rs. 425/- per equity share aggregating Rs. 19999999775 (Rupees One ThousandNine Hundred Ninety Nine Crores Ninety Nine Lakhs Ninety Nine Thousand

Seven Hundred and Seventy Five Only) excluding the transaction costs viz. brokerageapplicable taxes such as securities transaction tax service tax stamp duty etc. TheBuy-back size represented 19.30 % of the total paid up equity capital and free reserves ofthe Company as per the audited accounts of the Company for the financial year ended March31 2016. The Buy-back of shares from the shareholders of the Company was on proportionatebasis through tender offer route as prescribed under the Companies Act 2013 and theSecurities and Exchange Board of India (Buy-back of

Securities) Regulations 1998 as amended.

The Buy-back is a capital allocation decision taken with the objective of seeking afairer valuation of the Company's stock while improving the Company's Return on Equityand increasing shareholder value in the longer term.

Transfer to Reserves

The Company has not transferred any amount to the General Reserve for the financialyear ended March 31 2017.The Company has transferred Rs. 471 Mn from General reserve toCapital Redemption Reserve (CRR) in respect of Buy-back of 47058823 equity shares offace value of Rs. 10/- each of the Company.

Dividend

The Board has recommended a final dividend of Rs. 4 per equity share of Rs. 10 eachfully paid up (40% of face value) for FY 2016-17 amounting to Rs. 7398 Mn (excluding taxon dividend). The payment of final dividend is subject to the approval of shareholders atthe ensuing Annual General Meeting (AGM) of the Company.

During the year the Board had also paid an interim dividend of Rs. 12 per equity shareof Rs. 10 each fully paid up (120% of face value) for FY 2016-17 amounting to Rs. 22195Mn (excluding tax on dividend).

The total dividend (excluding dividend tax) for FY 2016-17 is Rs. 29593 Mn.

Dividend Distribution Policy

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (‘the Listing Regulations') top 500 listed companies based on themarket capitalisation shall formulate a dividend distribution policy. Accordingly thepolicy was adopted by the Board of Directors of the Company to set out the parameters andcircumstances that will be taken into account by the Board in determining the distributionof dividend to its shareholders and / or retaining profits earned by the Company. TheDividend Distribution Policy is available on the Company's website atwww.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 orinterest was outstanding as on the date of balance sheet.

Details of utilisation of IPO proceeds

Pursuant to the Initial Public Offer in December 2012 the Company collected Rs.31657 Mn (net of selling shareholders' proceeds). The Company had in terms ofProspectus proposed to utilise the IPO Proceeds towards objects of the Issue by March 312016. Whilst the Company had made best efforts to utilise the IPO proceeds as per theterms of the Issue Rs. 9403 Mn. was pending utilisation as on December 31 2015 forwhich the Company had obtained approval of the shareholders' by way of special resolutionthrough Postal Ballot for variation in terms of the Objects of the Issue.

During the year the Company has fully utilised the IPO proceeds towards the Object ofthe Issue as stated in the prospectus and / or as approved by the shareholders throughpostal ballot dated March 21 2016.

For details of utilisation of IPO proceeds subsequent to approval of the shareholders'please refer Note no. 41 of the standalone financial statements for the year ended March31 2017 on page no. 271.

Directors and Key Managerial Personnel

Induction Re-appointment and Resignation

Mark Chin Kok Chong Non-Executive Director of the

Company has resigned from the Board w.e.f. conclusion of the Board Meeting held on May8 2017. The Board placed on record its' sincere appreciation for help guidance andcontribution made by the outgoing Director during his tenure on the Board.

Sanjay Omprakash Nayar and Tao Yih Arthur Lang were appointed as Additional Directorsdesignated as Non- Executive Directors on the Board w.e.f. May 8 2017 and conclusion ofBoard Meeting held on May 8 2017 respectively. The Company has received requisite noticefrom a member under Section 160 of the Companies Act 2013 along with deposit of Rs.100000/- for each Director proposing the appointment of Sanjay Omprakash Nayar and TaoYih Arthur Lang as Non-Executive Directors liable to retire by rotation at the ensuingAGM.

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

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

A brief resume nature of expertise details of other directorships and otherinformation of the Directors proposed to be appointed/ re-appointed as stipulated inSecretarial Standard 2 and Regulation 36 of the Listing

Regulations is appended as an annexure to the notice of ensuing AGM.

Declaration by Independent Directors

The Company has received declarations from all the

Independent Directors of the Company confirming that they meet the criteria ofindependence as prescribed under Section 149 of the Companies Act 2013 and the ListingRegulations. The Independent Directors have also confirmed that they have complied withthe 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 itssuccess. A diverse Board will be able to leverage different skills qualificationsprofessional experiences perspectives and backgrounds which is necessary for achievingsustainable and balanced development. The Board has adopted a Policy on NominationRemuneration and Board Diversity which sets out the criteria for determiningqualifications positive attributes and independence of a Director. The detailed policy isavailable on the Company's website at http://www.bharti-infratel.com/cps-portal/web/pdf/Policy%20on%20Nomination%20Remuneration%20and%20Board%20 Diversity_28092016.pdf and is annexed asAnnexure 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 andtraining of the Directors and the Board evaluation process undertaken in compliance withthe provisions of the Companies Act 2013 and Listing Regulations is provided in theReport on Corporate Governance which forms part of this Annual Report.

The HR Nomination and Remuneration Committee has put in place a robust framework forevaluation of the Board Board Committees and Individual Directors. Customizedquestionnaires were circulated responses were analyzed and the results were subsequentlydiscussed by the Board. Recommendations arising from the evaluation process will beconsidered by the Board to optimize its effectiveness.

Board Meetings

During FY 2016-17 the Board of Directors met 5 times i.e. on April 26 2016; July 262016; October 24 2016; January 23 2017 and March 22 2017. The period between any twoconsecutive 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 theDirectors during FY 2016-17 are set out in the Report on Corporate Governance which formspart of this Annual Report.

Board Committees

The Company has several Committees which have been established as a part of the bestcorporate governance practices and are in compliance with the requirements of the relevantprovisions of applicable laws and statutes. As on March 31 2017 the Board has 5Committees namely Audit and Risk Management Committee; HR Nomination and RemunerationCommittee; Corporate Social Responsibility (CSR) Committee; Stakeholders' RelationshipCommittee and Committee of Directors. The details with respect to the composition powersroles terms of reference no. of meetings etc. of the Committees held during FY 2016-17and attendance of the Directors at each meeting is provided in the Report on CorporateGovernance which forms part of this Annual Report.

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

Subsidiary/ Joint Venture/ Associate Company

As on March 31 2017 the Company has a wholly owned subsidiary in the name of SmartxServices Limited. During the year name of Bharti Infratel Services Limited anotherwholly owned subsidiary Company was Struck-off from the register of Companies by theRegistrar of Companies NCT of Delhi and Haryana. The details of such striking off waspublished in the Official Gazette of Ministry of Corporate Affairs.

Further the Company has a joint venture in the name of Indus Towers Limited. There wasno 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 itssubsidiary and joint venture which forms part of the Annual Report. A statement in FormAOC-1 containing the salient features of the financial statements of the subsidiary andJoint Venture Company is annexed as Annexure C to this report. The statement also providesthe details of performance and financial position of the subsidiary and joint venture.

Audited financial statements of Smartx Services Limited for FY 2016-17 have been placedon the website of the Company www.bharti-infratel.com. The audited financial statementsof the subsidiary is available for inspection at the Company's registered office andregistered office of the subsidiary Company. Shareholders interested in obtaining a copyof the audited financial statements of subsidiary may write to the Company Secretary atthe Company's registered office.

Human Resources

At Bharti Infratel we believe people excellence is the foundation for building aculture of service excellence. Our aim is to sustain our fervour as an employer of choiceand we have outlined our key focus areas during the year to achieve this goal. BhartiInfratel has been recognised as one of the “Best Employers” by Aon Hewitt forthe 3rd time in a row and “Great Place To Work” for the 1st time during FY2016-17. We would be celebrating 10 glorious years of our establishment this year and itwas an opportune time to reassess our cultural dimensions. Our work culture ensuressafety good health development of capabilities quality of life and overall well-beingof our employees. Safety is viewed as a key parameter to demonstrate commitment to ourpeople and the community at large. It is an integral part of our decision-making and isthe prime consideration in all spheres of our activities. We have an effective SafetyPolicy in place that strives for zero fatality and prevents all workplace injuries. Inorder to ensure safe work practices Cardinal Safety Rules have been framed andimplemented. We also implemented the Consequence

Management Matrix this year to ensure strict implementation of the Cardinal safetyRules. We undertook various initiatives during the year advocating our vision to promote agender diverse and inclusive environment. This was the year wherein we challengedourselves and Industry mind-set by hiring women for unconventional roles. Women hiring forfrontline roles is one such successful experiment. Gender sensitisation workshops wereheld wherein efforts were channelised to create awareness on behaviours language andconduct to be observed with others. With an employee strength of nearly 1261 (onStandalone basis) spread across our 11 circles and 74 zones Last Mile Connect becamecritical to drive and uphold employee motivation engagement and loyalty. Many connectforums open house sessions were arranged across all locations functions and teams lastyear where the employees could voice their concerns and thoughts the teams wererecognised for their efforts and they were made aware of the processes and policies.

This year we yet again worked with renewed focus and enthusiasm to recognise ouremployees who are contributing to the success of organisation. We introduced several newcategory of awards to encourage the managers to strengthen the culture of recognition intheir teams. This profound culture of recognition has inadvertently become the steppingstone for strengthening the culture of performance in the organisation.

Employees Stock Option Plan

To retain promote and motivate the best talent in the Company and to develop a senseof ownership among employees the Company has instituted two ESOP schemes i.e. EmployeeStock Option Scheme 2008 (ESOP Scheme 2008) and Employee Stock Option Scheme 2014 (ESOPScheme 2014) with the approval of shareholders. The said schemes are in compliance withthe 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 InfratelEmployees' 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 ESOPTrust are transferred to the employee upon exercise of stock options as per the terms ofthe Scheme. In terms of ESOP Regulations neither the ESOP Trust nor any of its trusteesshall exercise voting rights in respect of the shares of the Company held by the ESOPTrust.

During FY 2016-17 Company has granted 105239 stock options under LTI Plan 2015 readwith ESOP Scheme 2014.

A detailed report with respect to options exercised vested lapsed exercise pricevesting period etc. under ESOP Scheme 2008 and ESOP Scheme 2014 is disclosed on thewebsite of the Company at http://www.bharti-infratel.com/ cps-portal/web/shares.html.

A certificate from M/s S.R. Chartered Accountants Statutory Auditors with respect toESOP Scheme 2008 and ESOP Scheme 2014 would be placed before the shareholders at theensuing AGM and a copy of the same will also be available for inspection at the registeredoffice of the Company.

Auditors and Auditors' Report

Statutory Auditors

Under Section 139 of the Companies Act 2013 and the rules made thereunder it ismandatory to rotate the Statutory Auditors on completion of the maximum term permittedunder the said section. S. R. Batliboi & Associates LLP Chartered Accountants shallbe completing their tenure as the Company's Statutory Auditors and shall hold office tillthe conclusion of ensuing 11th AGM.

On the recommendation of the Audit & Risk Management Committee the Board in itsmeeting held on May 8 2017 subject to the approval of the shareholders has recommendedthe appointment of Deloitte Haskins & Sells LLP Chartered Accountants (firmregistration number 117366W-W100018) (‘Deloitte') as the Statutory Auditors of theCompany. Deloitte will hold office for a term of five consecutive years i.e. from theconclusion of ensuing 11th AGM till the conclusion of 16th AGM to be convened in the year2022 subject to ratification by the members at every AGM. Accordingly the appointment ofDeloitte as the Company's Statutory Auditors is placed for approval of the members. TheCompany has received a certificate from Deloitte to the effect that their appointment ifmade shall be in accordance with the provisions of Section 141 of the Companies Act2013. The first year of audit will be of the financial statements for the year endingMarch 31 2018 which will include the audit of the quarterly financial statements for theyear.

Auditor's Report

The Board has duly examined the Statutory Auditor's Report on the Standalone andConsolidated Financial Statements of the Company for the financial year ended March 312017 by M/s S. R. Batliboi & Associates LLP which is self-explanatory. The reportdoes not contain any observations disclaimer qualification or adverse remarks.

Further no fraud has been reported by the Statutory Auditors' in terms of Section143(12) of the Companies Act 2013 during the year.

Secretarial Auditor & their Report

The Company had appointed M/s. Chandrasekaran Associates Company Secretaries NewDelhi to conduct its Secretarial Audit for the financial year ended March 31 Batliboi2017. &TheAssociates SecretarialLLP Auditor has submitted its Report confirmingcompliance by the Company of all the provisions of applicable corporate laws. The Reportdoes not contain any qualification observation disclaimer or adverse remark. TheSecretarial Audit Report for FY 2016-17 is annexed as Annexure D to this report.

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

Corporate Social Responsibility

With each passing year our CSR project beneficiaries have become a part of our largerfamily of stakeholders. It is encouraging to see how our support can change the life andempower the marginalised be it children - especially girl child living in rural areasunskilled women in urban slums unemployed youth awaiting economic opportunities andpeople with disabilities who seek inclusion in the mainstream. Our work towards socialdevelopment through CSR encompasses much more than social outreach programmes. We alsomaintain and align our business processes and goals to make a more deep-rooted impact onthe society's sustainable development. In accordance with the requirements of Section 135of the Companies Act 2013 the Company has constituted a CSR Committee. The compositionand terms of reference of the CSR Committee is provided in the Report on CorporateGovernance which forms part of this Report.

The Company has also formulated a Corporate Social Responsibility Policy which isavailable on the Company's website at http://www.bharti-infratel.com/cps-portal/web/pdf/Corporate%20Social%20Responsibility%20Policy.pdf.

The Company is committed to increase its CSR impact over the years and has added fewnew projects during the year under review. On the recommendation of the CSR Committee andthe Board in addition to the CSR contribution of Rs. 171.18 Mn under Section 135 ofCompanies Act 2013 the Company has also contributed Rs. 50 Mn to Bharti Foundation forpromotion of education of underprivileged children under Section 35AC of the Income

Tax Act 1961 and has contributed Rs. 3 Mn to other charitable causes during FY2016-17. The said contributions of Rs. 50 Mn by the Company are as prescribed underSchedule VII of the Companies Act 2013 and represents 0.31% of the net profitbefore taxof the Company for last three financial years. However since the Company has availed abenefit under Section 35AC of Income Tax Act 1961 the same is treated as othercontribution by the Company and not considered towards prescribed 2% CSR contributionunder

Section 135 of Companies Act 2013. The consolidated contribution of the Companytowards various CSR activities during FY 2016-17 is Rs. 224.18 Mn (i.e. 1.37% of netprofit of last three years) which is a marginal increase of 5.05% vis--vis consolidatedcontribution of Rs. 213.40 Mn in FY 2015-16. Being in the initial years of implementationthe Company is persistently exploring new opportunities to increase its CSR expenditure tothe prescribed level. As a socially responsible company the Company is committed to playa larger role in India's sustainable development by embedding wider economic social andenvironmental objectives. A detailed update on the CSR initiatives of the Company isprovided in the Corporate Social Responsibility section which forms part of this AnnualReport. The Annual Report on Corporate Social Responsibility u/s 135 of the Companies Act2013 is annexed as Annexure E to this Report.

Business Responsibility Report

As stipulated under the Listing Regulations the Business Responsibility Reportdescribing the initiatives taken by the Company from environmental social and governanceperspective forms a part of this Annual Report.

Management Discussion & Analysis

The Management Discussion & Analysis Report for the year under review asstipulated under the Listing Regulations is presented in a separate section forming partof this Annual Report.

Corporate Governance

The Company is committed to benchmarking itself with global standards for providinggood corporate governance. The Board constantly endeavours to take the business forward insuch a way that it maximises long term value for the stakeholders. The Company has put inplace an effective corporate governance system which ensures that the provisions ofListing Regulations are duly complied with. A detailed report on the corporate governancepursuant to the requirements of Listing Regulations forms part of this Annual Report.

A certificate from the auditors of the R. Batliboi & Associates LLP CharteredAccountants confirming compliance of conditions of corporate governance as stipulated inListing Regulations is annexed as Annexure F to this report.

Risk Management

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

The Company has duly approved a Risk Management Policy. The objective of this Policy isto have a well-defined approach to risk. The policy lays down broad guidelines for timelyidentification assessment and prioritization of risks affecting the Company in the shortand foreseeable future. The Policy suggests framing an appropriate response action for thekey risks identified so as to make adequately addressed or mitigated.

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

Operationally risk is being managed at the top level by Executive Committee chairedby 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 AnnualReport. At present in the opinion of the Board of Directors there are no risks which maythreaten the existence of the Company.

Internal Financial Controls and their adequacy

The Company has established a robust framework for internal financial controls. TheCompany has in place adequate controls procedures and policies ensuring orderly andefficient conduct of its business including adherence to the Company's policiessafeguarding of its assets prevention and detection of frauds and errors accuracy andcompleteness of accounting records and timely preparation of reliable financialinformation. During the year such controls were assessed and no reportable materialweaknesses in the design or operation were observed. Accordingly the board is of theopinion that the Company's internal financial controls were adequate and effective duringFY 2016- 17. The Internal financial controls of the Company have been further discussed indetail in the Management Discussion and Analysis section.

Vigil Mechanism

The Code of Conduct and Vigil Mechanism of the Company is available on the Company'swebsite at www.bharti-infratel.com.

A brief note on the highlights of the Ombudsperson Policy and compliance with Code ofConduct is also provided in the Report on Corporate Governance which forms part of thisAnnual Report.

Quality Control

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

We have been consistently upgrading our quality strategies in line with our vision ofensuring First Time Right. Multi-pronged strategies have been adopted to strengthen thequality process including pre-dispatch inspection of all major material on-siteinspection during installation work in progress quality audits post completion of workpreventive maintenance audits to ensure appropriate controls process orientation andcontrol of designs materials and workmanship at site operations and maintenancethroughout the lifecycle.

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

1. Integration of Tablets with Infratel's Central IT system to ensure flawless dataanalytics and quick turn around time.

2. As Built Drawing creation along with regular Preventive Maintenance Audit activityto ensure reproduction of site conditions for tabletop analytics without any cost toensure timely Upgradation /necessary corrections.

3. Maintenance process for tower and civil structures has been further strengthened toensure optimised utilisation of assets throughout their design life.

Through our quality control effort we continue to ensure optimum utilisation ofequipment throughout designed lives thus ensuring lower costs lower network outages andimproved margins for both operators and us.

Other Statutory Disclosures

Related Party Transactions

A detailed note on procedure adopted by the Company in dealing with contracts andarrangements with Related Parties is provided in the Report on Corporate Governance whichforms part of this Annual Report.

All arrangements / transactions entered by the Company with its Related Parties duringthe year were in ordinary course of business and on an arm's length basis. Particulars ofmaterial 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 havebeen included in Note no. 40 of the standalone financial statements for the year endedMarch 31 2017 on page no. 269.

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

Significant and material orders

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

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

There are no material changes and commitments affecting the financial position of theCompany 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 Noteno. 7 and 14 of the Standalone financial statements for the year ended March 31 2017.

Particulars of Employees

Disclosures relating to remuneration of Directors u/s 197(12) of the Companies Act2013 read with Rule 5(1) of Companies (Appointment and Remuneration of ManagerialPersonnel) 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 CompaniesAct 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of ManagerialPersonnel) 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 earningsand outgo as required under Section 134(3) of the Companies Act 2013 read with the Rule8 of Companies (Accounts of Companies) Rules 2014 is annexed herewith as Annexure J tothis report.

Disclosure under Section 197(14) of Companies Act 2013

Neither the Managing Director & CEO nor the Whole-time Director of the Companyreceive 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 withRule 12 of Companies

(Management and Administration) Rules 2014 the extracts of Annual Return of theCompany 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 oftheir knowledge and belief confirm that:

I. In the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards had been followed and there is no material departure fromthe same; II. The Directors had selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the

Company at the end of the financial year ended March 31 2017 and of the profit endedon that date;

III. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; IV. The Directors had prepared the annual accounts on a ‘goingconcern basis';

V. The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; VI. The Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and are operatingeffectively.

Acknowledgements

The Directors wish to place on record their appreciation for the assistance andco-operation extended by customers strategic investors bankers vendors businesspartners various agencies and departments of Government of India and State governmentswhere Company's operations are existing supporting the Company's various projects.

The Directors would also like to place on record their sincere appreciation for thevaluable contribution unstinted efforts and the spirit of dedication shown by theemployees of the

Company at all levels in ensuring an excellent all round operational performance.

For and on behalf of the board
Rajan Bharti Mittal D S Rawat
Date: May 8 2017 Director Managing Director & CEO
Place: New Delhi (DIN: 00028016) (DIN:06798626)