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Bharti Infratel Ltd.

BSE: 534816 Sector: Infrastructure
NSE: INFRATEL ISIN Code: INE121J01017
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VOLUME 14461
52-Week high 428.40
52-Week low 241.80
P/E 18.61
Mkt Cap.(Rs cr) 48,182
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 261.00
CLOSE 258.40
VOLUME 14461
52-Week high 428.40
52-Week low 241.80
P/E 18.61
Mkt Cap.(Rs cr) 48,182
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

Dear Members

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

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. Thebusiness of Bharti Infratel and Indus Towers is to acquire build own and operate towersand related infrastructure. Bharti Infratel and Indus Towers provide access to theirtowers primarily to wireless telecommunication service providers on a shared basis underlong-term contracts. We cater to all telecom operators in India. Our three largestcustomers are Bharti Airtel Vodafone India and Idea Cellular which are the three leadingwireless telecommunication service providers 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 2018 Bharti Infratel owned and operated 39523 towers with 88665co-locations in 11 telecommunication circles while Indus Towers operated 123639 towerswith 278408 co-locations in 15 telecommunication circles. With Bharti Infratel's towersand its 42% interest in Indus Towers we have an economic interest in the equivalent of91451 towers and 205596 co-locations in India as of March 31 2018.

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 Mn)
Particulars Year ended March 31 2018 Year ended March 31 2017
Revenue1 66212 60847
EBIDTA1 31865 28525
Profit before Tax 35292 35797
Profit after Tax 24937 27470

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 66180 60847
EBIDTA1 31854 28526
Profit before Tax 32270 33357
Profit after Tax 24139 27050

1Revenue & EBITDA are excluding other income

Share Capital

During the year there was no change in the Company's issued subscribed and paid-upequity share capital. On March 31 2018 it stood at Rs 18496082460 represented by1849608246 equity shares of Rs 10 each.

Transfer to Reserves

The Company has not transferred any amount to the General Reserve for the financialyear ended March 31 2018.

Dividend

The Board has recommended a final dividend of Rs 14 per equity share of Rs 10 eachfully paid up (140% of face value) for FY 2017-18 amounting to Rs 25895 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.

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 capitalization 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.

Directors and Key Managerial Personnel

Induction Re-appointment and Resignation

Pursuant to the provisions of Section 149 152 schedule IV and other applicableprovisions of the Companies Act 2013 and applicable provisions of Listing RegulationsAnita Kapur (DIN: 07902012) was appointed as an Additional Director in the capacity ofIndependent Director w.e.f January 17 2018 for a term of 5 years in terms of section 161of the Companies Act 2013. She will hold office upto the date of ensuing AGM. The Companyhas received notice from a member proposing the candidature of Anita Kapur under Section160 of the Companies Act 2013. The Board recommends her appointment as an IndependentDirector 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 beingeligible has offered himself for re-appointment. The Board recommends his re-appointmentat the ensuing AGM.

Akhil Gupta (DIN: 00028728) Chairman of the Company will be completing his presentterm on July 31 2018. On the recommendation of the HR Nomination and RemunerationCommittee the Board in its meeting held on April 23 2018 subject to the approval ofshareholders has re-appointed Akhil Gupta as Executive Chairman of the Company for afurther term of five years w.e.f. August 01 2018. The Board recommends his re-appointmentat the ensuing AGM.

Brief resume nature of expertise details of directorships held in other companies ofthe Directors proposed to be appointed/ re-appointed along with their shareholding in theCompany as stipulated under Secretarial Standard- 2 and Regulation 36 of the ListingRegulations 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 Directorsplaced 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 theCompany w.e.f. January 17 2018.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under section 149 ofthe Companies Act 2013 and the Listing Regulations. The Independent Directors have alsoconfirmed 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 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%20Diversity%20update.pdf and is annexed as Annexure B to thisreport.

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 Integrated Report.

The HR Nomination and Remuneration Committee in consultation with external agencyhired for the purpose of Board evaluation 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 2017-18 the Board of Directors met 4 times on May 8 2017; July 242017; October 30 2017 and January 17 2018. The period between any two consecutivemeetings 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 2017-18 are set out in the Report on Corporate Governance which formspart of this Integrated 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 2018 the Board has 5Committees namely Audit & 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 the FY2017-18 and attendance of the Directors at each meeting is provided in the Report onCorporate 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 ServicesLimited. The Company has a joint venture named Indus Towers Limited. There was no changein the joint venture during the financial year under review.

In accordance with Section 129(3) of the Companies Act 2013 the Company has preparedconsolidated financial statements of the Company its subsidiary and joint venture whichforms part of the Integrated Report. A statement in Form AOC- 1 containing the salientfeatures of the financial statements of the subsidiary and joint venture company isannexed as Annexure C to this report. The statement also provides the details ofperformance and financial position of the subsidiary and joint venture.

Audited financial statements of Smartx Services Limited for FY 2017-18 have been placedon the website of the Company www.bharti-infratel.com. The audited financial statementsof the subsidiary company is available for inspection at the Company's registered officeand registered office of the subsidiary company. Shareholders interested in obtaining acopy of the audited financial statements of subsidiary company may write to the CompanySecretary at the 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 fervor as an employer of choiceand 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 oldorganization growing at a steady pace it is important that the organization culture iswell defined and articulated amongst all employees. Infratel is a B2B company with littleor no brand presence for the end customer it is therefore imperative for us to make ourpresence felt as a preferred employer to potential employee segments enabling us toattract and retain the ‘right' fits from across industries. We realized that thefirst step to creating an employer brand was to define and articulate the culture forBharti Infratel which will be our USP and differentiating factor as a brand for externaland internal employees. We therefore conducted a study not only to define and articulatethe culture at BIL but also create a transformation roadmap for enabling change andaligning our systems and processes to the organization and leadership expectation. Theclear themes emerging out of the study were around Collaboration People Orientation andInnovation.

Safety is viewed as a key parameter to demonstrate commitment to our people and thecommunity at large. It is an integral part of our decision-making and is the primeconsideration in all spheres of our activities. We have an effective Safety Policy inplace that strives for zero fatality and prevents all workplace injuries. In order toensure safe work practices Cardinal Safety Rules and Consequence Management Matrix havebeen framed and implemented. This year to drive better awareness and consciousness onSafety we observed National Road Safety Week (Jan 11-17) and National Safety Week (Mar5-9) through Slogan contest poster making Safety quiz My Safety Story etc. SafetyTraining continues to be an area of focus where we ensure all new joiners completemandatory safety training and existing employees go through refresher training.

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

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

At Infratel we strongly believe in identifying and developing internal talent to meetour growth objectives and drive business performance. Given the dynamic state of businessin today's market it is imperative that we proactively identify the weak spots and buildcapabilities of our mid-level leaders to be able to lead teams and deliver results evenmore efficiently & effectively. Addressing talent gaps and developing internal talenttakes precedence at Infratel. The potential of our future leaders is critical to theorganization's success and hence we follow a structured mechanism to assess and developour mid-level leaders so as to build a sustainable pipeline of internal talent. This yearwe carried out an extensive study to create the leadership success profile defining keybehaviors from operations business and people stand point. This was followed by anassessment of most of our mid-level leaders at BIL to understand the current level ofpotential and identify capability gaps against the leadership success profile. We havefurther built a focused and dedicated development approach for bridging the identifiedcapability 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 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 HRNomination 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 employees 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 2017-18 Company has granted 114694 stock options under the ESOP Scheme2014. 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 Deloitte Haskins & Sells LLP Chartered AccountantsStatutory Auditors with respect to ESOP Scheme 2008 and ESOP Scheme 2014 would be placedbefore the shareholders at the ensuing AGM and a copy of the same will also be availablefor 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 DeloitteHaskins & Sells LLP Chartered Accountants (firm registration number 117366W-W100018)(‘Deloitte') were appointed as the Statutory Auditors of the Company by theshareholders in the 11th AGM of the Company for a period of five years i.e. upto 16th AGM. The said appointment is subject to ratification by the members atevery AGM.

The Company has received a letter from M/s Deloitte Haskins & Sells LLP CharteredAccountants confirming their eligibility under section 139 and 141 of the Companies Act2013. 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 nextAGM. The annual ratification of auditors at the next AGM for their remaining term asaforesaid shall be done if required by the law.

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 312018 by M/s Deloitte Haskins & Sells LLP Chartered Accountants which isself-explanatory. The report does not contain any observations disclaimer qualificationor adverse remarks.

Further no fraud has been reported by the Statutory Auditors' in terms ofSection 143(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 2018. TheSecretarial Auditor has submitted its Report confirming compliance by the Company of allthe provisions of applicable corporate laws. The Report does not contain anyqualification observation disclaimer or adverse remark. The Secretarial Audit Report forthe FY 2017-18 is annexed as Annexure D to this report.

The Board has re-appointed M/s. Chandrasekaran Associates Company Secretaries NewDelhi 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 ouremployees also participate with great enthusiasm in creating a positive social change andsupporting our ground level interventions through volunteering. Our social initiativesinclude providing education to underprivileged children in rural areas across severalgeographies scholarship support to students with disabilities to pursue or continuehigher education of their choice providing safe water and sanitation facilities in ruraland urban areas and schools creating awareness on water sanitation and hygiene skillingunemployed youth belonging to marginalized communities and supporting research oneducation & environment sustainability challenges to suggesting policy mechanisms forimproving the education scenario and sustainability of renewable energy.

Our CSR project beneficiaries have become a part of our larger family of stakeholdersand 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 economicallyindependent a girl child in a rural area can dream of pursuing education of her choice astudent with disability can break barriers of inaccessibility to scale new heights ineducation explore new professions and no longer remain an invisible minority. Our worktowards social development through CSR encompasses much more than just social outreachprograms we also maintain and align our business processes and goals to make a moredeep-rooted impact on the society's sustainable development.

In accordance with the requirements of Section 135 of the Companies Act 2013 theCompany has constituted a CSR Committee. The composition and terms of reference of the CSRCommittee is provided in the Report on Corporate Governance which forms part of thisIntegrated Report. The Company has also formulated a Corporate Social ResponsibilityPolicy which is available on the Company's website athttp://www.bharti-infratel.com/cps-portal/web/pdf/Corporate%20Social%20Responsibility%20Policy_07062018.pdf.

The Company has made CSR contribution of Rs 211.56 Mn under Section 135 of CompaniesAct 2013 and the Company has also contributed Rs 2.07 Mn to other charitablecauses during FY 2017-18.

The consolidated contribution of the Company towards various CSR activities during FY2017-18 is Rs 213.63 Mn (i.e. 1.07% of net profit of last three years). Since the externalevaluation of new projects is planned in FY18-19 any new or scaling up of the currentprojects will be decided post the assessment. The Company will duly explore newopportunities or scale up current projects to increase its CSR expenditure to theprescribed level. As a socially responsible company the Company is committed to play alarger role in India's sustainable development by embedding wider economic social andenvironmental objectives.

A detailed update on the CSR initiatives of the Company is provided in the CorporateSocial Responsibility section which forms part of this Integrated Report. The AnnualReport on Corporate Social Responsibility u/s 135 of the Companies Act 2013 is annexed asAnnexure 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 Integrated Report.

Management Discussion and Analysis

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

Corporate Governance

Your Company is committed to benchmark itself with global standards for providing goodcorporate governance. The Board constantly endeavours to take the business forward in sucha way that it maximises long term value for the stakeholders. The Company has put in placean effective corporate governance system which ensures that the provisions of ListingRegulations are duly complied with.

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

A certificate from the auditors of the Company M/s Deloitte Haskins & Sells LLPChartered Accountants confirming compliance of conditions of corporate governance asstipulated in Listing 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 sure that risks are 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 ofCircles 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 IntegratedReport. At present in the opinion of the Board of Directors there are no risks which maythreaten the existence of the Company.

Internal Financial Control 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 2017- 18. 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 thisIntegrated 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.

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

To further strengthen the already initiated journey this year we are planning to putup 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 ofequipment throughout designed lives thus ensuring lower costs lower network outages andimproved 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 andarrangements with Related Parties is provided in the Report on Corporate Governance whichforms part of this Integrated 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 – 24have been included in Note no. 43 of the standalone financial statements for the yearended 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 theCompany 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 underreview. Certificate of registration from ROC approving the alteration of Object Clause wasreceived on March 23 2018.

There are no other significant and material orders passed by the regulators or courtsor tribunals impacting the 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 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 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 theCompanies Act 2013 read with Rule 5(2) of Companies (Appointment and Remuneration ofManagerial 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 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 Chairman & Whole-time Director ofthe 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 withRule 12 of Companies (Management And Administration) Rules 2014 the extracts of AnnualReturn 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 oftheir knowledge and belief confirm that:

I. In the preparation of the annual accounts for the year ended March 31 2018 theapplicable accounting standards had been followed and there is no material departure fromthe same;

II. The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year endedMarch 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 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 ‘going concern 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 the provisionsof 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 operationalperformance.

For and on behalf of the Board
Akhil Gupta
Date: April 23 2018 Chairman
Place: New Delhi DIN: 00028728