Dear Members,
Your Directors are pleased to present Twenty Ninth (29th) Board's
Report on the business and operations of Bharti Hexacom Limited ("Hexacom/ the
Company"), together with audited financial statements for the financial year ended
March 31, 2024.
A. Overview
Bharti Hexacom Limited is a communications solutions provider offering
mobile, fixed-line telephone and broadband services to customers in Rajasthan and the
Northeast telecommunication circles in India, which comprises of Arunachal Pradesh,
Manipur, Meghalaya, Mizoram, Nagaland and Tripura. The Company offers its services under
the brand Airtel'. Airtel is a global communications solutions provider with
over 550 Mn. customers in 17 countries across South Asia and Africa.
B. Financial Highlights
In terms of the provisions of the Companies Act, 2013
("Act"), and the SEBI (Listing Obligations and Disclosure
Requirements)Regulations, 2015 ("Listing Regulations"), the Company has prepared
its standalone financial statements as per Indian Accounting Standards for FY 2023-24. The
financial highlights of the Company for FY 2023-24, are as follows:
(H in Mn.)
Particulars |
FY 2023-24 |
FY 2022-23 |
Income including Other Income |
73,375 |
67,192 |
Profit from operating activities before
depreciation, amortization, finance cost, exceptional items and tax |
36,099 |
29,259 |
Depreciation & Amortisation Expenses |
17,392 |
15,533 |
Finance Expenses (Net) |
6,444 |
6,388 |
Exceptional items |
3,030 |
- |
Profit before tax |
9,233 |
7,338 |
Tax Expenses (current tax & deferred tax) |
4,189 |
1,846 |
Profit after tax |
5,044 |
5,492 |
Transfer to reserves
The Company has not transferred any amount to reserves during the
financial year ended March 31, 2024.
Dividend
In line with Regulation 43A of the Listing Regulations, the Board of
Directors of the Company have approved and adopted the Dividend Distribution Policy
("Dividend Policy") of the Company. The Dividend Policy sets out the parameters
and circumstances which the Board may consider for recommendation and/or distribution of
dividend to its shareholders and/or the utilization of the retained earnings of Company.
The Dividend Policy is available on the Company's website at https://
www.bhartihexacom.in/docs/policies/dividend_ distribution_policy.pdf. The Board of
Directors in their meeting held on May 14, 2024 had recommended final dividend of H 4/-
per equity share (80%) of face value of H 5/- each for the financial year 2023-24.
The said dividend, if approved by the members at the ensuing Annual
General Meeting ("the AGM") will be paid to those Members whose name appears in
the Register of Members (including Beneficial Owners) of the Company as at Friday, August
16, 2024 (Record Date). The said dividend would involve cash outflow of H 2,000 Mn.
resulting in a payout of 39.65% of the standalone net profit of the Company for FY
2023-24. In view of the applicable provisions of Income Tax Act, 1961, dividend paid or
distributed by the Company shall be taxable in the hands of the shareholders. Your Company
shall, accordingly make the payment of the final dividend after deduction of tax at
source.
Share capital
Pursuant to the approvals of the Board and members dated December 28,
2023 and December 29, 2023, respectively, the equity shares of the Company were
sub-divided from 250,000,000 equity shares of face value of H 10/- each (Rupees Ten) to
500,000,000 equity shares of face value of H 5/- each (Rupees Five). Consequent to above
change, the authorised share capital of the Company stood at H 2,500,052,000 (Rupees Two
Hundred Fifty Crore and Fifty-Two Thousand Only) divided into 500,000,000 (Fifty Crores)
Equity Shares of H 5/- (Rupees Five) each and H 520 (Rupees Five Hundred and Twenty)
redeemable, non-participating, non-cumulative preference shares of H 100/- (Rupees
Hundred) each as on March 31, 2024. The paid up share capital of the Company stood at H
2,500,000,000 (Rupees Two Hundred and Fifty Crores) divided into 500,000,000 (Fifty
Crores) equity shares of H 5/- (Rupees Five) each as on March 31, 2024.
There has been no change in the paid up share capital of the Company
from March 31, 2024 till the date of this report. The entire shareholding of the Company
is held in dematerialized form.
Debentures
The Company has not raised any funds through the issuance of
Non-Convertible Debentures ("NCDs") during financial year 2023-24.
During the year under review, the Company had 15,000 and 20,000 listed,
unsecured, rated, redeemable NCDs of the face value of H 1 Mn. each listed on National
Stock Exchange of India Limited. Out of these, 15,000 NCDs were redeemed on January 19,
2024 in accordance with the terms of issuance.
Subsequent to the closure of the financial year, the remaining 20,000
NCDs were redeemed in accordance with the terms of issuance on April 30, 2024.
Accordingly, there are no outstanding NCDs as on the date of this report.
The details of Debenture Trustee are given hereunder:
Axis Trustee Services Limited
The Ruby, 2nd Floor, SW, 29
Senapati Bapat Marg,
Dadar West, Mumbai 400028
Tel: +91-22-62300451
Fax: 022-43253000
Email: debenturetrustee@axistrustee.in;
compliance@axistrustee.in
Particulars of loans, guarantees or investments
The Company is in the business of providing telecom services (wireless
telecommunications activities) which is covered under the definition of
infrastructure facilities' in terms of Section 186 read with Schedule VI of the
Act. Particulars of investments, loans and guarantees form part of Note no. 7 to the
financial statements provided in this Annual Report.
Deposits
There were no outstanding deposits within the meaning of Sections 73
and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, as
amended, at the end of financial year 2023-24 or the previous financial year. Your Company
did not accept any deposits during financial year 2023-24.
Change in the Nature of Business
There was no change in nature of the business of the Company during the
financial year ended on March 31, 2024.
Ratings
During the year, there was no change in the credit ratings of the
Company.
The credit ratings of the Company during the year ended March, 31 2024
was as follows:
Agency |
Instrument |
Ratings |
CRISIL |
Non- Convertible |
AA+/ |
|
Debentures |
Stable |
CRISIL & India |
Commercial |
A1+ |
Rating and |
Papers |
|
Research Private |
|
|
Limited |
|
|
The instruments with the above ratings are considered to have high
degree of safety regarding timely servicing of financial obligation and carry very low
credit risk.
Subsidiary Company, Joint Ventures and Associate Companies
The Company does not have any subsidiary, joint venture or associate
company.
Significant Development
Initial Public Offering (IPO) and Listing
On April 12, 2024, the equity shares of your Company got listed on
National Stock Exchange of India Limited and BSE Limited, post successful Initial Public
Offer of 75,000,000 Equity Shares ("Equity Shares") (representing 15% of the
paid-up share capital of the Company) having face value of H 5/- each at a price of H
570/- per Equity Share, including premium of H 565/- per Equity Share aggregating to H
42,750 Mn. comprising of an offer for sale (OFS/ the Offer) by Telecommunications
Consultants India Limited (TCIL). The following were the important milestones/ dates for
the Offer:
Date |
Particulars |
April 2, 2024 |
Anchor Issue |
April 3, 2024 |
Opening of Offer period |
April 5, 2024 |
Closing of Offer period |
April 8, 2024 |
Basis of Allotment |
April 10, 2024 |
Credit of shares to demat A/c of eligible
investors |
April 12, 2024 |
Listing of equity shares |
Your Company completed its IPO successfully with participation of
several leading domestic and global institutional investors as well as NRIs, HNIs and
retail investors. The Board is gratified and humbled by the faith shown in the Company by
its members. The Board also places on record its appreciation for the support provided by
various Authorities, Book Running Lead Managers, Stock Exchanges, Depositories, Counsels,
Consultants, Auditors, other intermediaries and employees of the Company for making the
IPO of the Company a grand success.
In addition to the above, there were no material changes and
commitments affecting the financial positions of the Company which have occurred between
the end of the financial year of the Company and the date of this Report.
D. Corporate Governance Report
We believe in following best in class Corporate Governance practices
and have integrated the Corporate Governance principles across our operations. Our
commitment to follow Corporate Governance practices is reflected in our Corporate
Governance philosophy and the Code of Conduct.
A detailed report on Corporate Governance, pursuant to the requirements
of the Listing Regulations, forms part of this Annual Report.
A certificate from Deloitte Haskins & Sells LLP, Statutory Auditors
affirming compliance of Corporate Governance norms as specified under Regulation 17 to 27
and 62 of the Listing Regulations during FY 2023-24 is annexed as Annexure A to
this Report.
Directors
Appointment, Re-appointments, Retirements and Resignations i.
Retirement by rotation and subsequent reappointment
Pursuant to the Section 152 and other applicable provisions, if any, of
the Act and the Articles of
Association of the Company, Mr. Soumen Ray Director of the Company will
retire at the ensuing AGM and being eligible, has offered himself for re-appointment.
Based on performance evaluation and recommendation of Nomination and Remuneration
Committee, the Board of Directors recommends his re-appointment as Non-Executive Director
of the Company, liable to retire by rotation.
Brief resume, nature of expertise, disclosure of relationship between
directors inter-se, details of directorships and committee memberships held in other
companies by Mr. Soumen Ray, Director proposed to be re-appointed, along with his
shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36
of the Listing Regulations, are appended as an Annexure to the Notice of the 29th AGM.
The detailed profile of Mr. Soumen Ray is also available on the website
of the Company at https:// www.bhartihexacom.in/corp-governance-bord-director.html and
also forms part of the Notice of 29th AGM.
ii. Appointment and re-appointment of Director(s)
During the year, following appointments were made on the Board of
Directors:
Name |
Designation |
Date |
Reason |
Term |
Mr. Surajit Mandol* |
Non-Executive Director |
April 15, 2023 |
Appointment |
N.A. |
Mr. Arun Gupta |
Independent Director |
|
|
|
Mr. Kapal Kumar Vohra |
Independent Director |
December 22, 2023 |
Appointment |
5 years i.e. till December 21, 2028# |
Ms. Nalina Suresh |
Independent Director |
|
|
|
*The appointment of Mr. Surajit Mandol was approved by the shareholders
in the Extraordinary General Meeting of the Company held on June 15, 2023. Subsequent to
the end of the financial year, Mr. Mandol resigned from the directorship of the Company
w.e.f. April 12, 2024.
# Subsequent to the appointment of Mr. Arun Gupta, Mr. Kapal Kumar
Vohra and Ms. Nalina Suresh as Additional Directors, their appointments were approved by
the shareholders for a term of 5 years in the Extraordinary General Meeting of the Company
held on. December 29, 2023.
In the opinion of the Board, all the directors, including the directors
appointed/ reappointed during the year, possess the requisite qualifications, experience,
expertise, proficiency and hold high standards of integrity.
iii. Resignation of Director(s)
During the year, Ms. Vidyut Gulati, Mr. Rahul Vatts, Non-Executive
Directors and Mr. Ravinder Arora, Independent Director resigned from the Directorship of
the Company with effect from December 22, 2023 due to their pre-occupation.
Further, upon the consummation of the IPO, the shareholders agreement
entered between TCIL and Bharti Airtel Limited was automatically terminated. Accordingly,
Mr. Sanjeev Kumar and Mr. Surajit Mandol, the nominee directors of TCIL stepped down from
the Board of the Company w.e.f. April 12, 2024. The Board, on behalf of the Company placed
on record its appreciation for help, guidance and contribution made by all the outgoing
directors during their tenure as directors of the Company.
Declaration by Independent Directors
Pursuant to Section 149(7) of the Act, the Company has received
declarations from all Independent Directors confirming that they meet the criteria of
independence as specified in Section 149(6) of the Act, as amended, read with Rules framed
thereunder and Regulation 16(1) (b) of the Listing Regulations. In terms of Regulation
25(8) of the Listing Regulations, the Independent Directors have confirmed that they are
not aware of any circumstance or situation which exists or may be reasonably anticipated
that could impair or impact their ability to discharge their duties with an objective
independent judgement without any external influence and that they are independent of the
Management. The Independent Directors have also confirmed that they have complied with the
Company's Code of Conduct and that they are registered on the databank of Independent
Directors maintained by the Indian Institute of Corporate Affairs. The Directors have
further confirmed that they are not debarred from holding the office of director under any
SEBI order or any other such authority.
The Board of Directors of the Company have taken on record the
aforesaid declarations and confirmations submitted by the Independent Directors.
Key Managerial Personnel (KMP)
During the year, Mr. Akhil Garg was appointed as the Chief Financial
Officer and Key Managerial Personnel of the Company in place of Mr. Kamal Dua w.e.f.
November 07, 2023. As on March 31, 2024 the Company had the following KMPs:
1. Mr. Marut Dilawari - Chief Executive Officer
2. Mr. Akhil Garg - Chief Financial Officer
3. Ms. Richa Gupta Rohatgi - Company Secretary and Compliance Officer
Board and Board Committees
The Company has a well balanced and diverse Board in compliance with
statutory requirements and provides strategic guidance to the management of the Company.
In compliance with the statutory requirements, the Company has constituted mandatory
Committees viz. Audit Committee, Risk Management Committee, Nomination and Remuneration
Committee, Corporate Social Responsibility Committee and Stakeholders' Relationship
Committee.
In addition to the above, the Company has in place an Operating
Committee viz. Committee of Directors to handle day to day operational matters of the
Company. In order to facilitate entire IPO process, an IPO Steering Committee and
Committee of Independent Directors were also constituted during FY 2023-24. These
Committees stand dissolved post listing of Company's equity shares. During the year
under review, all the recommendations made by the Committees of the Board, including the
Audit Committee, were accepted by the Board.
The Board of Directors met 7 times during the FY 2023-24. A detailed
update on the Board, its composition, governance of committees, number of Board and
Committee meetings held during FY 2023-24 and attendance of the Directors/ Members
thereat, is provided in the Report on Corporate Governance, which forms part of this
Annual Report.
Board Evaluation
Your Company believes that the process of performance evaluation at the
Board level is pivotal to its Board engagement and effectiveness. The Nomination and
Remuneration Committee has formulated a robust and competent framework for evaluation of
the performance of the Board, its Committees, Individual Directors including the Chairman
and CEO of the Company keeping in view the Board priorities and practices. The evaluation
process for FY 2023-24 was conducted through structured and customised questionnaires
keeping in view the industry in which Company operates. Analysis of the responses and
summary of the results were placed before the Board of Directors and respective
committees.
All directors participated in the evaluation process and the result of
evaluation was discussed in the respective committee meetings. Recommendations arising
from the evaluation process were considered by the Board to optimize its effectiveness.
A detailed disclosure on the framework of Board Evaluation including
outcome and action plan has been provided in the Report on Corporate Governance, which
forms part of this Annual Report.
Familiarisation Programme
The Company has developed and adopted structured induction programs for
orientation and training of directors at the time of their joining and during their term
to ensure familarisation of directors with the management and operations of the Company
including business models, services, products, processes, culture and the industry in
which it operates. Details of the familiarisation programme adopted by the Company for
orientation and training of the directors is provided in the Report on Corporate
Governance, which forms part of this Annual Report.
Management Discussion and Analysis Report
Pursuant to Regulation 34 of the Listing Regulations, the Management
Discussion and Analysis Report for the year under review, is presented in a separate
section forming part of this Annual Report.
Directors' Responsibility Statement
Pursuant to Section 134 of the Act, the Directors to the best of their
knowledge and belief, confirm that: a) in the preparation of the annual accounts, the
applicable accounting standards had been followed along with proper explanation relating
to material departures; b) the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for that period; c) the Directors had
taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; d) the Directors had prepared
the annual accounts on a going concern basis; e) the Directors had laid down internal
financial controls to be followed by the Company and that such internal financial controls
are adequate and were operating effectively; and f) the Directors had devised proper
systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
E. Human Resources
Disclosure under Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (POSH Act).
In compliance with POSH Act, the Company has adopted a policy and has
constituted Internal Complaints Committees for providing a redressal mechanism pertaining
to any reported event of sexual harassment of employees at workplace and any such incident
can be reported to the Internal Complaints Committee. Details regarding the policy,
including the details of the complaints received and disposed off are provided in the
Report on Corporate Governance and Business Responsibility & Sustainability Report,
which forms part of this Annual Report.
Particulars of Employees
Disclosures relating to remuneration of Directors and employees u/s
197(12) of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed as Annexure B of this Report.
Disclosure relating to remuneration of employees u/s 197(12) of the Act
read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is not applicable.
F. Auditors
Statutory Auditors
In terms of the provisions of Section 139 of the Act, Deloitte Haskins
& Sells LLP were appointed as the Company's Statutory Auditors by the
shareholders in the AGM held on September 30, 2022, for a period of 5 (five) consecutive
years i.e. till the conclusion of 32nd AGM to be held in calendar year 2027.
Deloitte Haskins & Sells LLP have confirmed that they are not
disqualified to continue as Statutory Auditors of the Company and satisfy the independence
criteria in terms of the applicable provisions of the Act and Code of Ethics issued by the
Institute of Chartered Accountants of India.
The Board has duly examined the Statutory Auditors' Report to the
financial statements, which is self-explanatory. The auditors have not reported any fraud
u/s 143(12) of the Act. The clarifications, wherever necessary, have been included in the
Notes to financial statements section of this Annual Report.
Cost Records
The Company has maintained the cost records as prescribed by the
Central Government under Section 148(1) of the Act.
Cost Auditors
The Board, on the recommendation of the Audit Committee had approved
the appointment of Sanjay Gupta & Associates, Cost Accountants, as Cost Auditors, for
the financial year ending March 31, 2024. The Cost Auditors will submit their report for
FY 2023- 24 within the timeframe prescribed under the Act and rules made thereunder.
Cost Audit report for the FY 2022-23 did not contain any qualification,
reservation, disclaimer or adverse remark. The Board, on the recommendation of Audit
Committee, has re-appointed Sanjay Gupta & Associates, Cost Accountants, as Cost
Auditors of the Company for FY 2024-25.
In accordance with the provisions of Section 148 of the Act read with
the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost
Auditors is required to be ratified by the shareholders, the Board recommends the same for
approval by shareholders at the ensuing AGM.
Secretarial Auditors
The Company had appointed Makarand M. Joshi & Co, Company
Secretaries, as Secretarial Auditors for the financial year ended March 31, 2024. The
Secretarial Auditors have submitted their report, confirming, inter-alia, compliance by
the Company of all the provisions of applicable corporate laws and does not contain any
qualification, reservation, disclaimer or adverse remark. The Secretarial Audit Report for
FY 2023-24 is annexed as Annexure C to this report.
Makarand M. Joshi & Co., Company Secretaries have been re-appointed
as Secretarial Auditors for the financial year 2024-25 by the Board on recommendation of
the Audit Committee.
Internal Auditors and Internal Assurance Partners
The Company has in place a robust Internal Audit function, which is led
by the Internal Auditor of the Company and ably supported by reputed independent
professional firms (Internal Assurance Partners). The audit conducted by the Internal
Auditor and Internal Assurance Partners is based on an internal audit plan, which is
reviewed each year by the Audit Committee. The Internal Auditor along with Internal
Assurance Partners shares his findings on financial, safety, information security,
compliance and reporting risks on a quarterly basis with the Audit Committee along with
the exceptions report and mitigation plan. These audits are based on risk based
methodology and, inter-alia, involve the review of internal controls and governance
processes, adherence to management policies and review of statutory compliances. The work
of Internal Assurance Partners is coordinated by the internal team led by Internal
Auditor. This combination of internal team and expertise of Internal Assurance Partners
ensures independence as well as effective value addition and protection.
The Board, on the recommendation of the Audit Committee, has
re-appointed Ernst & Young LLP, Chartered Accountants and ANB & Co. Chartered
Accountants as the Internal Assurance Partners for FY 2024-25.
G. Sustainability
Business Responsibility & Sustainability Report
Publication of Business Responsibility and Sustainability Report
("BRSR") pursuant to Regulation 34(2)(f) of the Listing Regulations is not
mandatory for Company for FY 2023-24. However, as a commitment towards best in class
sustainability practice and disclosures, the Company has voluntarily published BRSR for FY
2023-24 with limited assurance by BDO India LLP. The BRSR provides disclosure on
initiatives taken from an environmental, social and governance perspective, in the
prescribed format and forms part of this Annual Report and is also available on the
Company's website at www.bhartihexacom.in.
Energy Conservation, Technology Absorption, and Foreign Exchange
Earnings and Outgo
The information as required under section 134(3) of the Act, read with
Rule 8 of Companies (Accounts of Companies) Rules, 2014 as may be applicable, has been
annexed as Annexure D to this Report.
H. Policies, Compliance and Others
The Company has developed and adopted robust polices to ensure strict
compliance with the Listing Regulations, the Act and other applicable laws. The list of
all such policies along with the web link forms part of Report of Corporate Governance.
Risk Management
The Company believes that risk management is one of the strongest
pillars of the Company which is key to ensure adequate controls and monitoring mechanisms
for achieving sustainable value creation for all the stakeholders. The Company has a
robust risk management framework in place which plays an integral and inevitable role
across the operations the Company. The Risk Management framework encompasses around
governance structure, risk identification & categorization, risk prioritisation, risk
mitigation, monitoring and reporting. The objective of Risk Management Framework is to
have a well-defined approach towards risk. It lays down broad guidelines for timely
identification, assessment, and prioritisation of risks affecting the Company in the short
and foreseeable future. The Risk Management Framework suggests framing an appropriate
mitigation plan for the key risks identified, so as to make sure that risks are
proactively compensated or mitigated. The risk management framework can also be accessed
at https://www.bhartihexacom.in/docs/policies/ enterprise_risk_management_framework.pdf.
During the year, the Company has also reviewed the Risk Management Framework which lists
out the principles and approach to the Risk Management process.
Understandingtheimportanceofproactivelyidentifying and managing the risk, the Board of
Directors have constituted a Risk Management Committee, which focuses on risk management
including determination of Company's risk appetite, risk tolerance, regular risk
assessments and risk mitigation strategies etc. Mitigation plans to significant risks are
well integrated with business plans and are reviewed on a regular basis by the senior
leadership.
The Risk Management Framework is also periodically reviewed by the
Board and the Audit Committee, which includes discussion with the management submissions
on risks, prioritising key risks and approving action plans to mitigate such risks.
Detailed update on Risk Management Framework (including Risk Governance; Risk
Identification and prioritisation process; key strategic risks and impact thereof; and
mitigation actions etc.) has been given under Risk and mitigation framework'
section of this Annual Report. At present, in the opinion of the Board of Directors, there
are no risks which may threaten the existence of the Company.
Corporate Social Responsibility (CSR) Policy
Your Company is conscious of its responsibility towards the society
where it operates its business. Resonating with its core values, the Company has
formulated the CSR Policy which focuses on providing education to underprivileged children
of the society in the rural areas of the Country, health and sanitation programmes and
rural development projects etc. The said policy is available on the website of the Company
at https://www.bhartihexacom.in/docs/ policies/CSR%20Policy.pdf.
The details of members, their attendance along with terms of reference
are set out in the Report on Corporate Governance forming part of this Annual Report. A
brief on the initiatives undertaken at the group level forms part of this Annual Report.
In terms of applicable provisions of Section 135 of the Act, the
Company was not obligated to contribute towards CSR activities during the financial year
2023-24. The annual report on Corporate Social Responsibility is annexed as Annexure E to
this report.
Nomination & Remuneration Policy
The Board of Directors recognize the importance of having a diversified
board viz. constructive discussion, better decision making and long-term value creation
for all the stakeholders. In order to ensure diversity, standardize the process of
selection of an individual at the Board or senior management level and pursuant to the
provisions of Section 178 of the Act read with Regulation 19 of the Listing Regulations,
the Company has formulated and adopted a policy on Nomination, Remuneration and Board
Diversity. The said Policy governs the appointment and remuneration of directors, senior
management and Key Managerial Personnel and also lays down the criteria for determining
qualifications, positive attributes, independence of a director and other matters. Based
on the recommendations of Nomination and Remuneration Committee, the Board of Directors,
reviewed and updated the aforesaid Policy during the Financial Year 2023-24. The
Nomination and Remuneration Policy is available on the website of the Company
https://www.bhartihexacom.in/docs/ policies/BHL_NRC_Policy_new.pdf.
Vigil Mechanism
The Company has adopted a Vigil Mechanism/Whistle Blower Policy which
forms part of Code of Conduct of the Company. It outlines the method and process for
stakeholders to voice their genuine concerns about unethical conduct that may be actual or
threatened breach with the Company's Code of Conduct. The code is available on the
Company's website at https:// bhartihexacom.in/docs/policies/Code.pdf.
A brief note on the highlights of the Whistle Blower Policy and
compliance with Code of Conduct, is also provided in the Report on Corporate Governance,
which forms part of this Annual Report.
Related Party Transactions
The Company has adopted a well structured approach for approving and
monitoring of all the transactions with related parties. The Audit Committee is empowered
to engage external consultant to evaluate arm's length criteria and demand for
additional information. Arrangements/ transactions entered into by the Company with its
related parties during the year were in the ordinary course of business and on an
arm's length basis. Necessary disclosure with respect to the material related party
transactions during the FY 2023-24, is given in the prescribed Form AOC-2 which is annexed
as Annexure F to this report. In compliance with the requirement of Listing
Regulations, names of related parties and details of transactions with them have been
included in notes to the financial statements provided in this Annual Report. The updated
Policy on the Related Party Transactions is available on the Company's website at
https://www.bhartihexacom.in/ docs/policies/RPT-Policy.pdf.
A detailed note on the procedure adopted by the Company in dealing with
contracts and arrangements with related parties is provided in the Report on Corporate
Governance, which forms part of this Annual Report.
Internal Financial Controls
The Company has adequate internal financial controls, procedures and
policies, ensuring orderly and efficient conduct of its business, including adherence to
the Company's policies, safeguarding of its assets, prevention and detection of
frauds and errors, accuracy and completeness of accounting records and timely preparation
of reliable financial information. The key financial controls are automated and integrated
into the operations, wherever possible, to ensure complete autonomy.
The Company has detailed work instructions, Standard Operating
Procedures, policies, process and manuals which lays down roles, responsibility and
actions required. Functional heads are responsible to ensure compliance with all laws and
regulations and also with the policies and procedures laid down by the management.
The Board periodically reviews the internal processes, systems and the
internal financial controls and accordingly, the Directors' Responsibility Statement
contains a confirmation as regards to the adequacy of the internal financial controls.
Assurance on the effectiveness of Internal Financial Controls is obtained through
management reviews, self-assessment, continuous monitoring by functional heads as well as
testing of the internal financial control systems during the course of audits. We believe
that these systems provide reasonable assurance that our internal financial controls are
designed adequately and are operating as intended.
Compliance Management
To ensure compliance with all the applicable laws, the Company has a
strong and robust digital compliance tool. A comprehensive check list of compliances
applicable to Company is prepared by an independent agency which is mapped to each owner
of the compliance for confirming compliance. Additionally, in order to ensure completeness
an independent agency periodically or on an event basis updates the recent amendments in
applicable laws. To ensure that compliances are completed within the defined timelines,
automated email reminders are sent to individual owners to comply with the requirements
within the stipulated timelines. The respective function heads certifies the compliance
mapped to their respective function for onwards submission to the Board in summary form
along with legal and regulatory update. To ensure comprehensiveness, periodic audits of
compliance tool are conducted during internal audit and corrective actions are taken to
ensure strict adherence. A certificate of compliance with all applicable laws and
regulations along with the summary of material litigations and mitigation plan, if any, is
placed before the Audit Committee and Board of Directors on a quarterly basis.
Proceeding under Insolvency and Bankruptcy Code, 2016
There were no proceedings, either filed by the Company or against the
Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the
National Company Law Tribunal or other Courts as on March 31, 2024.
Transfer of amount to Investor Education and Protection Fund
There are no unclaimed/unpaid dividends during the year. Therefore, the
Company was not required to transfer any amount to Investor Education and Protection Fund.
Annual Return
The draft Annual Return of the Company as on March 31, 2024 in Form MGT
- 7 in accordance with Section 92(3) of the Act read with the Companies (Management and
Administration) Rules, 2014, is available on the website of the Company at
https://www.bhartihexacom.in/ results-annual-results.html.
Significant and Material Orders
During the FY 2023-24, there were no significant and material orders
passed by the regulators or courts or tribunals impacting the going concern status and the
Company's operations in the future.
Secretarial Standards
Pursuant to the provisions of Section 118 of the Act, the Company has
complied with the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and notified by the Ministry of Corporate Affairs.
Acknowledgements
Your Directors take this opportunity to place on record their
appreciation for the wholehearted support received from Central Government, the State
Governments, Department of Telecommunications (DoT), SEBI, Stock Exchanges, Company's
Bankers and Auditors, the employees, suppliers and all other business associates. We look
forward to their continued support in future.
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For and on behalf of the Board |
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For Bharti Hexacom Limited |
|
Jagdish Saksena Deepak |
Place: Gurugram |
Chairman |
Date: May 14, 2024 |
DIN: 02194470 |
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