Your Directors are pleased to present the Fifteenth Board's Report on the business andoperations of Indus Towers Limited (formerly Bharti Infratel Limited) (the Company')together with the audited financial statements for the Financial Year ended March 312021.
Indus Towers is a provider of tower and related infrastructure sharing services.Following the amalgamation of erstwhile Indus Towers Limited with and into your Companyduring the year under review we are one of the largest telecom tower companies in Indiabasis the number of towers and co-locations operated by the Company. The business of IndusTowers is to deploy own operate and manage passive infrastructure pertaining totelecommunication operations. The Company provides access to its towers primarily towireless telecommunication service providers on a shared basis under long-term contracts.Your Company has a nationwide presence with operations in all 22 telecommunication circlesin India and caters to all wireless telecommunication service providers in India.
Post-merger the combined strength and highly complementary footprints of both theCompanies will enable your Company to offer high quality shared passive infrastructureservices needed to support the pan-India expansion of wireless broadband services using4G/4G+/5G technologies for the benefit of Indian consumers and businesses.
As of March 31 2021 Indus Towers owned and operated 179225 towers with 322438co-locations in 22 telecommunication circles.
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 the Company'stowers with all service providers being offered substantially the same terms andreceiving equal treatment at towers where they have installed their active infrastructure.Under the MSAs Indus Towers enters into service contracts in respect of individualtowers. The MSAs and service contracts govern the Company's relationship with itscustomers the services provided the applicable charges and incorporate annual escalationclauses in respect of the applicable charges. This provides stability to our business andprovides visibility with regard to future revenues.
As one of the largest telecom tower companies in India it is imperative that IndusTowers combats the COVID-19 pandemic by providing minimal disruption to the customerswhile maintaining and ensuring employee safety and well-being.
Our employees are working overtime to ensure that the vital connectivity is maintainedat all times while enforcing social distancing and other safety protocols to contain thespread of the second wave of Corona Virus that we are all facing. 100% of our employeesare able to seamlessly work from home and deliver service to all our customers. Ouroffices all over India have been operating with minimal or no staff. To effectivelyrespond to and manage our operations through this crisis the Company triggered and hasfollowed its business continuity plan. This response has reinforced customer confidence onIndus Towers and they have expressed their appreciation for keeping their businessesrunning under most challenging conditions.
The passive infrastructures as well as active telecom operations of the customers areactively engaged in fulfilling the surge in demand arising out of the evolution of Indiaas a digital market. Technological change and industry disruption seem to be acceleratingand digital information networks are linking individuals organizations and nations asnever before. India continues to witness strong data growth trends with ~30% in FinancialYear 21 over the last year.
The Company recovered from an adverse impact of the pandemic in the first quarter ofFinancial Year 21 to post three consecutive good quarters in terms of delivery of towersand co-locations. The Company shall calibrate its business depending upon the extent ofthe impact of the pandemic.
The financial statements of the Company have been prepared in accordance with theIndian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act 2013read with Companies (Accounts) Rules 2014.
A. Consolidated financial results as per Ind AS1
| || ||(Rs Millions) |
|Particulars ||Year ended March 31 2021 ||Year ended March 31 2020 |
|Revenue2 ||139543 ||67430 |
|EBIDTA2 ||72599 ||36176 |
|Profit before Tax ||47569 ||37875 |
|Profit after Tax ||37790 ||32987 |
1Basis Equity Method
2Revenue & EBITDA are excluding other income
B. Standalone financial results as per Ind AS
|Particulars ||Year ended March 31 2021 ||Year ended March 31 2020 |
|Revenue1 ||139508 ||67383 |
|EBIDTA1 ||72586 ||36170 |
|Profit before Tax ||43160 ||24122 |
|Profit after Tax ||33382 ||17466 |
1Revenue & EBITDA are excluding other income
The results for the current financial year include the results of erstwhile IndusTowers Limited which merged with and into the Company w.e.f. November 19 2020 for theperiod subsequent to that date till the end of the Financial Year (Refer Note 3 to theStandalone/Consolidated Financial Statements for further details). Accordingly thefigures for the current Financial Year ended March 31 2021 are not comparable with thefigures of the previous Financial Year ending March 31 2020.
Pursuant to the effectiveness of Scheme of amalgamation the authorized share capitalof the Company has been increased from Rs 35000000000 divided into 3500000000 equityshares of RS 10/- (H Ten) each to Rs 35500000000 divided into 3550000000equity shares of RS 10/- (H Ten) each.
During the year under review the Company had issued 845328704 equity shares of facevalue of RS 10/- each pursuant to amalgamation of erstwhile Indus Towers Limited with andinto the Company in accordance with the provisions of Companies Act 2013 (Act) and SEBIRegulations. Consequent to the above the issued subscribed and paid-up equity sharecapital of the Company as on March 31 2021 is RS 26949369500 divided into2694936950 Equity Shares of RS 10/- each fully paid-up.
Transfer to Reserves
The Company has not transferred any amount to the General Reserve for the FinancialYear ended March 31 2021.
The Board on July 27 2020 had declared the 1st interim dividend of RS 2.30/- perequity share of RS 10/- each fully paid up (23% of face value) for Financial Year 2020-21amounting to Rs 4254 Mn. On January 28 2021 the Board declared the 2nd interim dividendof RS 17.82/- per equity share of RS 10/- each fully paid up (178.2% of face value)for Financial Year 2020-21 amounting to Rs 48023 Mn thereby resulting in a totaldividend of RS 20.12/- per equity share of RS 10/- each fully paid up (201.2% offace value) for the Financial Year 2020-2021 amounting to Rs 52277 Mn.
Dividend Distribution Policy
As per Regulation 43A of 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 website of the Company at https://www.industowers.com/wp-content/themes/indus/pdf/policy/Dividend-Policy.pdf and is annexed as AnnexureA to this report.
Post-merger CRISIL Limited and ICRA Limited migrated its ratings of erstwhile IndusTowers Limited to the Company. As on the date of this report CRISIL Limited rated theirLong-Term Rating to CRISIL AA+/ Stable Short-term rating to CRISIL A1+ (Reaffirmed) andBond rating to CRISIL AA+/ Stable. It also reaffirmed the Commercial Papers Rating toCRISIL A1+ assigned to the Company. Further ICRA Limited rated the Non-ConvertibleDebentures rating to [ICRA] AA+ (Stable) Term Loans rating to [ICRA] AA+ (Stable) Fundbased/ 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 the Act during the Financial Year2020-21 the Company has transferred an amount of RS 235542 (Rupees Two LakhThirty Five Thousand Five Hundred Forty Two Only) pertaining to final dividend on equityshares for Financial Year 2012-13 lying in "Unpaid Equity Dividend 2013" whichremained unpaid/ unclaimed for a period of seven years to Investor Education andProtection Fund (IEPF) established by the Central Government.
Further 840 equity shares of the Company on which the dividend remained unpaid/unclaimed for a period of seven consecutive years were also transferred to IEPF inaccordance with the Act and rules thereunder after giving due notice to the concernedshareholders.
The investors whose shares and dividend amount have been transferred to IEPF may claimtheir shares and seek refund in accordance with the provisions of law. The detailsregarding the above along with the process for claiming the unpaid dividend / shares isavailable 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 amountslying with the Company as on August 3 2020 (date of last Annual General Meeting) on thewebsite of the Company at www.industowers.com.
In accordance with the provisions of Rule (2A) of Rule 7 of Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 Ms.Samridhi Rodhe has been appointed as the Nodal Officer of the Company. The details areavailable on the Company's website at www.industowers.com.
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.
Amalgamation of erstwhile Indus Towers Limited with and into the Company w.e.f.November 19 2020
On April 24 2018 the Board had approved a Scheme of arrangement and amalgamationbetween the Company and erstwhile Indus Towers Limited which provided for amalgamation oferstwhile Indus Towers Limited with and into the Company on a going concern basis subjectto all necessary approvals.
The Scheme had received all regulatory approvals. The Hon'ble National Company LawTribunal Chandigarh Bench approved the Scheme vide its order dated May 31 2019 read withits order dated October 22 2020. Upon completion of other actions/ conditions precedentfor the Scheme to become effective and extension of time allowed by the Hon'ble NCLT theScheme became effective on November 19 2020 upon filing of the certified copy of NCLTorder with the Registrar of Companies.
Upon implementation of the Scheme and allotment of shares in compliance with theprovisions of the Companies Act 2013 and Listing Regulations and in accordance with therestated Articles of the Company Vodafone Group (through its subsidiaries) also becamepromoter of your Company witRs 28.12% shareholding. The shareholding of Bharti AirtelGroup existing promoters of the Company was reduced from 53.51% to 36.73% andconsequently the Company ceased to be a subsidiary of Bharti Airtel Limited. 35.15%Shares were held by public shareholders. Subsequently Bharti Airtel Group acquiredadditional ~5% shares in the Company.
Through detailed planning on integration your Company ensured nil disruption "day0" and has been functioning as a unified Company from day 1 towards its customersemployees and business partners. The processes policies and system integration areunderway. Even in this unprecedented time your Company is progressing well as per theplan and timeliness to ensure common ways of working for all in the Company.
Change in name of the Company
The Scheme of arrangement and amalgamation between erstwhile Indus Towers and theCompany provided that upon effectiveness of the Scheme the name of the Company i.e.Bharti Infratel Limited will be changed to "Indus Towers Limited".
Upon compliance with all statutory provisions filings and thereafter issuance ofcertificate of name change by the Registrar of Companies the name of your Company changedto Indus Towers Limited' w.e.f. December 10 2020.
Directors and Key Managerial Personnel
Induction Re-appointment and Resignation
During the year the shareholders have approved the re-appointment of Mr. DevenderSingh Rawat as Managing Director & CEO (DIN: 06798626) w.e.f. April 1 2020 up tillthe date of last AGM i.e. August 3 2020. Mr. Rawat resigned from the Board w.e.f.aforesaid date.
Mr. Bimal Dayal (DIN: 08927887) was appointed as Managing Director of the Companyw.e.f. October 22 2020 till the effective date of merger i.e. November 19 2020.
Upon effectiveness of the merger the Board of the Company was reconstituted inaccordance with the restated Articles of the Company w.e.f. conclusion of the Boardmeeting held on November 19 2020.
Mr. Balesh Sharma (DIN: 07783637) Mr. Gopal Vittal (DIN: 02291778) Mr. HarjeetSingh Kohli (DIN: 07575784) Mr. Randeep Singh Sekhon (DIN: 08306391) Mr.Ravinder Takkar (DIN: 01719511) and Mr. Thomas Reisten (DIN: 06900067) wereappointed on the Board as additional directors in the category of Non-ExecutiveNon-Independent directors. Being eligible it is proposed to appoint them as directors
Subject to shareholders approval Mr. Sharad Bhansali (DIN: 08964527) and Ms.Sonu Bhasin (DIN: 02872234) were appointed as Non-Executive Independent Directors notliable to retire by rotation w.e.f. the conclusion of the Board meeting held on November19 2020 for a term of 5 (Five) years. In the opinion of the Board they possess requisitequalifications experience expertise proficiency and hold high standards of integrity.
Mr. Akhil Kumar Gupta (DIN: 00028728) Mr. Bharat Sumant Raut (DIN: 00066080) Mr.Bimal Dayal (DIN: 08927887) Mr. Jitender Balakrishnan (DIN: 00028320) Dr. LeenaSrivastava (DIN: 00005737) Mr. Rajinder Pal Singh (DIN: 02943155) and Mr. Tao Yih ArthurLang (DIN: 07798156) resigned from the Board w.e.f. the conclusion of the Board meetingheld on November 19 2020. Mr. Narayanan Kumar (DIN: 00007848) was appointed as theinitial Chairman of the Board w.e.f. conclusion of the Board meeting held on November 192020.
Mr. Bimal Dayal (DIN: 08927887) was appointed as Chief Executive Officer of the Companyw.e.f. November 19 2020 and the Board had recommended to the shareholders hisappointment as Managing Director & CEO of the Company for a period of 5 yearscommencing from the date of approval of the shareholders. The Shareholders of the Companyapproved his appointment as Managing Director & CEO on January 8 2021 through postalballot.
Pursuant to the provisions of the Companies Act 2013 Mr. Rajan Bharti Mittal (DIN:00028016) Non-Executive Non-Independent Director of the Company will retire by rotationat the ensuing AGM and being eligible has offered himself for re-appointment. The Boardrecommends his re-appointment as Director at the ensuing AGM.
Ms. Pooja Jain was appointed as Chief Financial Officer w.e.f. June 4 2020. Uponeffectiveness of merger she has resigned w.e.f. the close of business hours on November30 2020. Mr. Manish Dawar was appointed as Chief Financial Officer of the Company w.e.f.December 1 2020 however he could not join due to unavoidable reasons. Mr. Vikas Poddarwas appointed as Chief Financial Officer of the Company w.e.f. January 12 2021.
The Board placed on record its sincere appreciation for the guidance and contributionmade by the outgoing directors during their tenure on the Board. The Board acknowledgedthe phenomenal contribution made by Mr. Akhil Gupta Chairman towards the growth of theCompany since inception. The Board also appreciated the contribution made by Ms. PoojaJain during her tenure.
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 Regulation 16 & 25 of the Listing Regulations. TheIndependent Directors have also confirmed that they have complied with the Company's codeof 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 website of the Company athttps://www.industowers.com/wp-content/themes/indus/pdf/Policy-on-Nomination-Remuneration-and-Board-Diversity.pdfand is annexed as Annexure B to this report.
Annual Board Evaluation and Familiarisation Programme for Board Members
The Company has adopted a structured induction programme for orientation and trainingof Directors at the time of their joining. A note on the familiarisation programme isprovided in the Report on Corporate Governance which forms part of this IntegratedReport.
The HR Nomination and Remuneration Committee has put in place a robust framework forevaluation of the Board Board Committees and Individual Directors including theIndependent Directors Chairman and MD & CEO. Customized questionnaires werecirculated responses were analysed and the results were subsequently discussed by theBoard. Recommendations arising from the Evaluation process were duly considered by theBoard to further augment its effectiveness. The Board further noted that the Board and theCommittees have been reconstituted recently. A detailed update on the Board Evaluation isprovided in the report on Corporate Governance which forms part of this Integrated Report.
During the Financial Year 2020-21 the Board of Directors met 10 times i.e. on April23 2020; June 3 2020; June 24 2020; July 27 2020; August 31 2020; October 22 2020;November 19 2020; November 20 2020; January 12 2021 and January 28 2021. The periodbetween any two consecutive meetings of the Board of Directors of the Company was not morethan 120 days.
The details regarding composition number of Board meetings held and attendance of theDirectors during the Financial Year 2020-21 are set out in the Report on CorporateGovernance which forms part of this Integrated Report.
The Company has several Board Committees which have been established as part of thebest corporate governance practices and are in compliance with the requirements of therelevant provisions of applicable laws and statutes. As on March 31 2021 the Board has 4Committees namely Audit & Risk Management Committee; HR Nomination and RemunerationCommittee; Corporate Social Responsibility (CSR) Committee and Stakeholders' RelationshipCommittee. The Committee of Directors (COD) was dissolved w.e.f. November 19 2020. Thedetails with respect to the composition powers roles terms of reference number ofmeetings held etc. of the Committees during the Financial Year 2020-21 and attendance ofthe members at each Committee meeting is provided in the Report on Corporate Governancewhich forms part of this Integrated Report. All the recommendations made by the Committeesof the Board including the Audit & Risk Management Committee were accepted by theBoard.
Subsidiary/ Joint Venture/ Associate Company
As on March 31 2021 the Company has a wholly owned subsidiary named Smartx ServicesLimited. The joint venture company i.e. erstwhile Indus Towers Limited had merged with theCompany w.e.f. November 19 2020 thereby resulting in dissolution of erstwhile IndusTowers Limited without any winding up proceeding.
In accordance with Section 129(3) of the Companies Act 2013 the Company has preparedconsolidated financial statements of the Company and its subsidiary which forms part ofthis Integrated Report. A statement in Form AOC- 1 containing the salient features of thefinancial statements of the subsidiary company is annexed as Annexure C to thisreport. The statement also provides the details of performance and financial position ofthe subsidiary company. Audited financial statements of Smartx Services Limited for theFinancial Year 2020-21 have been placed on the website of the Company atwww.industowers.com. The audited financial statements of the subsidiary company isavailable for inspection at the Company's registered office and registered office of thesubsidiary company. Shareholders interested in obtaining a copy of the audited financialstatements of subsidiary company may write to the Company Secretary at the Company'sregistered office. The Company does not have any joint venture company or an associatecompany as on March 31 2021.
At Indus Towers we believe that our people are key to the success of our business.While we boast of having telecom industry's best talent in the Company our aim is tosustain our fervor as an employer of choice for prospective employees and provide anenriching career to them. We enabled the nation to remain connected even amidstadversities and the challenges posed by the recent COVID-19 pandemic. It is the commitmentand dedication of our employees that help us to address challenges and remain motivated toovercome every obstacle on our way. Our human capital has therefore played a pivotalrole in shaping Indus Towers into what we are today.
Indus Towers has been named as one of The Gallup's Exceptional Workplace. This is atestament to our vision of transforming lives by enabling communication. Indus Towers hasled the way and demonstrated how putting people front and center of their organizationalinitiatives can lead to achieving higher levels of business performance. For a youngorganization like Indus Towers which operates in the B2B space defining and percolatingan organization wide culture and becoming an employer of choice are two important andinterrelated aspects. During our journey we have realized that the first step in creatingan employer brand is to define and articulate the culture which proves to be adifferentiating factor for external and internal employees.
Connecting and engaging with nearly 3442 employees spread across our 22 circles hasbecome possible through our constant communication especially in the third quarter.Communication on changes within the organization on account of merger to revisedemployee-related policies from wellbeing initiatives to quizzes and workshops it hasbeen instrumental in keeping morale of the employees high while ensuring their engagementat the same time.
At Indus Towers we believe in embracing technology and use it to our advantage to makeprocesses simpler and more efficient. Our shift to the acclaimed Oracle Recruiting cloudhas enabled us to digitize the recruitment process completely.
Demographic and technological shifts have made it even more important for people toremain fit for the future' both as professionals and as individuals. We constantlyorganize various learning and development initiatives for our employees. Due to thepandemic adapting to new methods of working emerged as the need of the hour. During theyear under review we migrated from classroom learning to a technology driven approachthrough a virtual platform - Oracle Learning Cloud (OLC). We continued partnership withLynda - LinkedIn Learning last year. Through such digital learning platform employees areable to access world class content on the go. During the year under review we introducedvarious new courses such as Mod 0 in 8 regional languages 25 Ready Behavioural Coursesand more than 15 Technical Webinars creating a repository of more than 100 online modulesof Behavioural and Functional/ Technical training. To ensure employee safety at workplaceevery new employee is required to undergo mandatory safety training and existing employeeshave to undergo annual refresher training. As part of our commitment towards holisticdevelopment employees are continuously being encouraged to go for external certificationsand MDP programs from elite institutions like ISB IIMs etc.
At Indus Towers employee well-being and safety have always been a priority. In orderto ease anxiety and offer support during the pandemic we planned various initiatives toensure the safety of our employees and their family members. A cross functional leadershipteam (CSC- COVID-19 Steering Committee) was formed and spearheaded by the MD & CEO.Additional health insurance for COVID-19 was offered to employees and the Companycontinuously monitored and tracked COVID-19 cases on a daily basis to provide adequatesupport of the Company. PPE kits were provided and travel passes were arranged for fieldemployees to ease their movement and ensure their safety.
Diversity and Inclusion is at the heart of Indus over the years we have beenconstantly working on strengthening our policies and processes to provide a safe equaland inclusive work environment for all.
We have been successful in onboarding talent not only for office-based roles but alsoin the field. Despite being an engineering and hardcore technical organization whereavailability of diverse talent is limited share of women in our total employee populationis 6.4% and we are determined to improve this year on year. With focused efforts on hiringviz. minimum 30% of all CVs shared for a role to be women candidates extra mark up tosearch partners for closing a position with diversity candidates and special building apipeline through internal referrals we are sure to improve our overall diversity numberin the years to come.
Continuing our efforts to ensure a conducive and safe environment for women employeeswe have a mandatory training on POSH added to our online learning module which needs tobe completed by all employees within a month of joining. We also have a neutral InternalComplaints Committee which investigates and takes appropriate action on any concernsrelated to harassment raised by employees. Apart from this many engagement initiativesare planned and calendarized for D&I. This year our MD & CEO Mr. Bimal Dayallaunched the I-WIN network on Women's day which is a Pan Indus women's network focused onnetworking learning and growing. This was followed by a week-long celebration ofEmbracing Diversity focused at holistic well-being of our employees. The week includedvirtual sessions on physical legal and financial well-being of women self-defensecontests and quizzes and an open house with leadership.
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. The Companywill continue with the existing Scheme post effectiveness of merger.
In accordance with the ESOP Regulations the Company had set up Indus Towers Employees'Welfare Trust (formerly Bharti Infratel Employees' Welfare Trust) (ESOP Trust) for thepurpose of implementation of ESOP Schemes. Consequent to the change in name of theCompany the name of the Trust was changed to Indus Towers Employees' Welfare Trust. Boththe 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 the Financial Year 2020-21 Company has granted 490785 stock options under theESOP Scheme 2014. A detailed report with respect to options exercised vested lapsedexercise price vesting period etc. under ESOP Scheme 2008 and ESOP Scheme 2014 isdisclosed on the website of the Company at https://www. industowers.com/investor/shares/.
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 & their Report
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 held on July 22 2017 for a period of fiveyears i.e. up to 16th AGM of the Company.
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 312021 which is self-explanatory. The report does not contain any observations disclaimerqualification 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 Auditors & 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 2021. TheSecretarial Auditors have submitted their report confirming compliance by the Company ofall the provisions of applicable corporate laws. The Report does not contain anyqualification observation disclaimer or adverse remark. The Secretarial Audit Report forthe Financial Year 2020-21 is annexed as Annexure D to this report.
The Board has re-appointed M/s. Chandrasekaran Associates Company Secretaries NewDelhi as Secretarial Auditors of the Company for the Financial Year 2021-22.
Internal Auditor and Internal Assurance Partner
The Company has in place a robust Internal Audit team which is headed by the InternalAuditor and ably supported by reputed independent firms.
Up till the effectiveness of merger Mr. Sudeep Chopra was the Internal Auditor of theCompany and M/s. Ernst & Young LLP were the Internal Assurance Partners to conduct theinternal audit. Upon effectiveness of merger Mr. Sarabhjit Singh was appointed as theInternal Auditor of the Company and PricewaterhouseCoopers Private Limited (PwC) and ANBSolutions Private Limited (ANB) were engaged as the Internal Assurance Partners for theremainder term of the year.
The audit conducted by the Chief Internal Auditor and Internal Assurance Partners isbased on an internal audit plan which is reviewed each year in consultation with theAudit & Risk Management Committee. As per the report of Internal Auditor thepolicies processes and internal controls in the Company are generally adhered to whileconducting the business.
The Board on the recommendation of the Audit & Risk Management Committee hasre-appointed PwC and ANB as the Internal Assurance Partners for the Financial Year2021-22.
Corporate Social Responsibility (CSR)
The CSR vision of Indus Towers aims at taking active role and responsibility intransforming the lives of communities through long-term value creation for allstakeholders by improving their socioeconomic status. Indus believes in sustainabledevelopment and growing business in a socially and environmentally responsible way. As animportant participant of the society Indus along with all its employees believe to becommitted to create positive social change through base-level intervention andvolunteering. Being an industry leader Indus believes that this position brings greatresponsibility and commitment towards society.
Over the years we have undertaken various CSR initiatives linked to sustainabledevelopment goals to bring the bottom-up community transformation and their overallstructural change. Currently our CSR focus areas include:
Quality Education both formal and informal for children from rural areas Digitalliteracy for children and adults in rural and urban areas Scholarship program forunderprivileged children to pursue higher education.
Scholarship program for people with disability to pursue higher education of theirchoice.
Vocational skills training to youth belonging to marginalized communities.
Livelihood promotion through sustainable energy.
Contributing to food hunger and nutrition needs of children. Education andrehabilitation of abandoned children.
Support government in disaster relief and rehabilitation initiatives.
Supporting other need-based initiatives.
In addition to the above Indus employees through volunteering program actively engagein community service and contribute their time and resources to bring in positive changein community and wherever possible fill in the social gaps. Our CSR project beneficiariesare part of our larger family of stakeholders. Drawing from the vision and missionstatement of the Company through CSR Indus proactively engages with the society and havemade positive changes to their lives which are very encouraging and successful to thecore. The initiatives in education rural development institutional strengthening skilldevelopment and sanitation forms the sizeable share of Indus's community outreachprogrammes.
Our work towards social development through CSR encompasses much more than just socialoutreach programmes. We also maintain and align our business processes and goals to makeit more prosperous equitable and self-sufficient.
In accordance with the requirements of Section 135 of the Companies Act 2013 and rulesmade thereunder the Company has constituted CSR Committee. The composition and terms ofreference of the CSR Committee is provided in the Report on Corporate Governance whichforms part of this Integrated Report. The Company has also formulated a Corporate SocialResponsibility Policy to ensure that the CSR programs of the Company reflect its visionand values and is aligned with the applicable regulatory requirements. The details of theComposition of CSR Committee CSR projects and programmes and the CSR Policy of theCompany is available on the website of the Company at https://www.industowers.com/wp-content/themes/indus/pdf/CSR-Policy.pdf . During the year the Companyhas spent Rs 706.40 Mn (2.11% of the net profit) on the CSR activities. As a sociallyresponsible organisation we harmonize our short-term and long-term goals to consistentlystrive to serve society in a holistic manner to create a larger social impact. The Companyis fully committed to the government's vision of corporate social responsibility towardsthe society and is taking all the efforts for India's sustainable development by embeddingwider economic social and environmental objectives. A detailed update on the CSRinitiatives of the Company is provided in the social capital section which forms part ofthis Integrated Report. The Annual Report on Corporate Social Responsibility u/s 135 ofthe Companies Act 2013 is annexed as Annexure E to this Report.
SEBI vide circular dated February 6 2017 has recommended voluntary adoption ofIntegrated Reporting by the top 500 listed companies in India. In line with its philosophyof being a highly transparent and responsible company and considering IR as a journey theCompany adopts Integrated Report' in accordance with the International IntegratedReporting Council (IIRC) framework. The Integrated Report covers capital approach of IIRCFramework as well as the value that the Company creates for its stakeholders.
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 Report
The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of the Listing Regulations is presented in a separate sectionforming part of this Integrated Report.
The Company is committed to benchmark itself with global standards for providing goodcorporate governance. The Board constantly endeavors to take the business forward in sucha way that it maximizes 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 LLP Chartered Accountants confirming compliance of conditions ofcorporate governance as stipulated in Listing Regulations is annexed as Annexure Fto this report.
Risk management is embedded in Indus Towers' operating framework. The Company believesthat risk resilience is key to achieving higher growth. To this effect there is a robustprocess in place to identify key risks across the Company and prioritize relevant actionplans to mitigate these risks. Risk Management framework is reviewed periodically by theBoard 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 for the keyrisks identified so as to make sure that risks are adequately addressed or mitigated.
The Internal Audit function assists the Audit & Risk Management Committee on anindependent basis with a review of the risk assessment and associated management actionplans.
Operationally risk is being managed at the top level by Management Committee chairedby 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 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 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 duringthe Financial Year 2020-21. The Internal financial controls of the Company have beenfurther discussed in detail in the Management Discussion & Analysis section.
Code of Conduct/ Vigil Mechanism
The Code of Conduct and vigil mechanism of the Company is available on the website ofthe Company at www.industowers.com.
A brief note on the highlights of the Ombudsman Policy/ Whistleblower Policy andcompliance with Code of Conduct is also provided in the Report on Corporate Governancewhich forms part of this Integrated Report.
We at Indus Towers believe that Quality Control acts as an important differentiatorand driving force behind customer delight through achievement of high uptime anddecreasing energy cost across our footprint.
We continue to fine tune our Quality strategies in line with our aim of ensuring FirstTime Right and site safety. The multi-pronged strategies have been refined in line withchanging field scenarios. We continue to undertake pre-dispatch inspection of all majorand minor material. The stage inspection of on-site work is undertaken by qualityengineers for 100% of all new build sites and upgrades. Quality Audits by independentagencies on a regular basis ensures additional controls. Preventive maintenance AuditsProcess and Design improvement and Control ensure standardization and quality ofworkmanship. As a regular practice we have been aggressively carrying out towermaintenance.
We have continued major projects such as Tower maintenance Foundation strengtheningcreation of As-built site drawings and integration of site data on a central platform"One View". Our efforts are always towards zero fire exercise; for ensuring thesame we have enabled teams with thermal scanners and have been carrying out regularaudits of each site to ensure site quality control measures are in place. As a uniqueexercise we have been imparting product and process trainings to vendor/partners alongwith quality team on the field thereby contributing to the organization's cause ofdelivering products at right time and at low price while maintaining the desired qualitystandards.
The referred activities have transformed the output and resulted in one of the highestqualities KPI achievement during the past year.
With constant endeavor towards timely pre-dispatch inspection (PDI) Site qualityinspections and site corrections we were able to roll out highest ever new nominals.
Our assistance towards asset re-use post refurbishment and inspection towards improvingAsset utilization Conversion of indoor sites to outdoor for energy costs reductionelectrification of un-electrified sites and energy metering validations continued unbated.This has helped us in our continuous strive towards higher utilization and lower costslower energy consumption lower network outages and improved P&L for 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 transactions with related parties under the provisions of the Companies Act2013 are given in form AOC- 2 as Annexure G to this report. Names of RelatedParties and details of transactions with them under Ind AS - 24 have been included in Noteno. 41 of the standalone financial statements for the Financial Year ended March 31 2021on page 331.
The Policy on the Related Party Transactions is available on the website of the Companyat https://www.industowers.com/wp-content/themes/indus/pdf/Policy-on-Related-PartyTransactions.pdf.
Significant and material orders
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and the Company's operations in future otherthan the orders passed by Hon'ble Tribunal disclosed in the significant developmentssection of this report.
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. 6 7 8 and 14 of the Standalone financial statements for the year ended March 312021.
During the year the Company has raised funds through issuance of Commercial Papers invarious tranches. As on the date of this report the Company has outstanding CommercialPapers amounting to RS 17700 Mn listed on National Stock Exchange of India Ltd.
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.
Particulars of employee remuneration as required under Section 197(12) of the Act readwith Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 forms part of this report. However in terms of the provisions ofthe first proviso to Section 136(1) of the Act the Integrated Report is being sent to theshareholders excluding the aforementioned information. The said information is availablefor inspection by the members at the registered office of the Company up to the date ofthe ensuing Annual General Meeting. Any member interested in obtaining such particularsmay write to the Company Secretary at the registered office of the Company.
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) Rules 2014 is annexed herewith as Annexure I to thisreport.
Disclosure under Section 197(14) of Companies Act 2013
Following the merger of erstwhile Indus Towers Limited with and into the Companyw.e.f. November 19 2020 the Company does not have any holding company. The ManagingDirector & CEO and the Chairman of the Company do not receive any remuneration orcommission from the subsidiary company.
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 draft Annual Returnhaving all the available information of the Company as on March 31 2021 is available onthe 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.
Sexual Harassment of Women at Workplace
The Company has an Internal Complaints Committee for providing a redressal mechanismpertaining to sexual harassment of women employees at workplace. Details of the sameincluding the details of the complaints received is provided in the Report on CorporateGovernance which forms part of this Integrated Report.
Pursuant to the provisions of Section 118 of the Companies Act 2013 the Company hascomplied with the applicable provisions of the Secretarial Standards issued by theInstitute of Company 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 oftheir knowledge and belief confirm that:
I. In the preparation of the annual accounts for the year ended March 31 2021 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 2021 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 operating effectively.
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 and look forward to their continued support in thefuture.
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.
| || |
For and on behalf of the Board of Directors of Indus Towers Limited
| ||(formerly Bharti Infratel Limited) || |
| ||N Kumar ||Bimal Dayal |
|Date: April 22 2021 ||Chairman ||Managing Director & CEO |
|Place: Gurugram ||DIN: 00007848 ||DIN: 08927887 |