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  • Memorandum and Article of Association
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Infratel has an ace Board of Directors, who are all leaders in their own areas of specialization and business.

Audit and Risk Management Committee

The Audit Committee of Bharti Infratel Limited comprises of following four members:


The Company Secretary or his / her nominee shall act as the Secretary of the Committee.

Terms of Reference

Key Responsibilities of the Audit and Risk Management Committee are as follows:

  • * Oversee the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.
  • * Recommend to the Board in respect of the appointment (including the filling of a casual vacancy), resignation or dismissal, remuneration and terms of appointment of the statutory auditor, internal auditors, cost auditors.
  • * Pre-approve limits in respect of non-audit services provided by the statutory auditor.
  • * Discuss with the statutory auditor, before the audit commences, the nature and scope of the audit to be conducted; also conduct post-audit discussion to ascertain any areas of concern.
  • * Review with the management, the annual financial statements and auditor's report thereon before submission to the Board for approval, with particular reference to:
  • * Matters required to be included in the Directors' responsibility statement, included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;
  • * Changes, if any, in accounting policies and practices and reasons for the same;
  • * Major accounting entries involving estimates based on the exercise of judgment by management;
  • * Significant adjustments made in the financial statements arising out of audit findings;
  • * Compliance with listing and other legal requirements relating to financial statements;
  • * Disclosure of all related party transactions;
  • * Qualifications in the draft audit report;
  • * Management discussion and analysis of financial condition and results of operations;
  • * Statement of significant related party transactions with specific details of the transactions, which are not in the normal course of business or the transactions which are not at arms' length price;
  • * Quarterly compliance certificates confirming compliance with laws and regulations, including any exceptions to these compliances;
  • * Management letter/letters of internal control weaknesses issued by the statutory auditors;
  • * Internal audit reports relating to internal control weaknesses;
  • * The financial statements, in particular the investments, if any, made by unlisted subsidiary companies.
  • * Reviewing, with the management, the quarterly financial statements before submission to the board for approval.
  • * Review the Company's financial and risk management policies; and implementation of treasury policies & strategies, and status of investor relation activities.
  • * To oversee the functioning of the Vigil / Whistle Blower mechanism.
  • * Review the reasons for substantial defaults, if any, in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors, if any.
  • * Approve the appointment, re-appointment and removal of Chief Financial Officer of the Company after assessing the qualifications, experience and background, etc. of the candidate.
  • * Ensure that the internal audit function is effective, adequately resourced, and to review coordination between internal and statutory auditors and (where relevant) the risk management department.
  • * Review the state and adequacy of internal controls with key members of the management, statutory auditors and internal auditors.
  • * Discuss with the internal auditor the coverage and frequency of internal audits as per the annual audit plan.
  • * Review & monitor the statutory and internal auditor's independence, performance & effectiveness of audit process.
  • * Review the findings of any internal investigation by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and report the matter to the Board.
  • * Scrutiny of inter-corporate loan & investments.
  • * Monitoring & Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or right issue, and making appropriate recommendations to the Board to take up steps in this matter.
  • * Valuation of undertakings or assets of the company, wherever it is necessary;
  • * Appointment of a registered valuers
  • * Evaluation of internal financial controls and risk management systems;
  • * Approval or any subsequent modification of transactions of the company with related parties
  • * Consider other functions, as defined by the Board, or as may be stipulated under any law, rule or regulation including the listing agreement and the Companies Act, 1956/Companies Act, 2013.
  • * To formulate and review risk management policy;
  • * To implement, monitor and review the risk management framework, the risk management plan and related matters, and
  • * To delegate above said authorities to sub-committees, whenever required.

HR, Nomination and Remuneration Committee

HR, Nomination and Remuneration Committee of Bharti Infratel Limited comprises of following four members:


The Company Secretary or his / her nominee shall act as the Secretary of the Committee.

Terms of Reference

Key Responsibilities of the HR, Nomination and Remuneration Committee

ESOP Related:

  • * Attraction and Retention strategies for employees.
  • * Formulation and recommendation to the Board, a policy relating to remuneration of directors, key managerial personnel and other employees;
  • * Determine the compensation (including salaries and salary adjustments, incentives/benefits, bonuses) and Performance targets of the Chairman and of the Managing Directors & CEO's.
  • * Review employee development strategies.
  • * Assess the learning and development needs of the directors and recommend learning opportunities which can be used by directors to meet their needs for development.
  • * Review its Terms of Reference on an annual basis and recommend any changes to the Board.
  • * Review all human resource related issues including succession plan of key personnel.
  • * Approve the remuneration payable to managerial persons in case of no profit or inadequate profit taking into account the financial position of the company, trend in the industry, appointee's qualification, experience, past performance, past remuneration while bringing objectivity in determining the remuneration package while striking a balance between the interest of the company and the shareholders.

ESOP Related:

  • * Formulation of ESOP plans and decide on future grants from time to time.
  • * Formulation of terms and conditions on following under the present ESOP Schemes of the Company with respect to:
  • * Quantum of options to be granted under ESOP Scheme(s) per employee and in the aggregate under a plan;
  • * Performance conditions attached to any ESOP Plan.
  • * Conditions under which options vested in employees may lapse in case of termination of employment for misconduct;
  • * Exercise period within which the employee should exercise the option and that option would lapse on failure to exercise the option within the exercise period;
  • * Specified time period within which the employee must exercise the vested options in the event of termination or resignation of an employee;
  • * Right of an employee to exercise all the options vested in him at one time or at various points of time within the exercise period;
  • * Procedure for making a fair and reasonable adjustment to the number of options and to the exercise price in case of rights issues, bonus issues and other corporate actions;
  • * Grant, vest and exercise of option in case of employees who are on long leave; and the procedure for cashless exercise of options;
  • * Any other matter which may be relevant for administration of ESOP schemes from time to time.
  • * To frame suitable policies and processes to ensure that there is no violation of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 1995.
  • * Other key issues as may be referred by the Board.

Nomination Related:

  • * Formulate the criteria / policy for appointment of directors, senior management. The criteria / policy to include qualifications, positive attributes and independence of a director.
  • * Review and recommend the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and Board Committees.
  • * Identify and recommend to the board persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and their removal thereof.
  • * Evaluate the balance of skills, knowledge, experience and diversity on the Board for description of the role and capabilities required for particular appointment.
  • * Review succession planning for Executive and Non-Executive Directors and other senior executives particularly the Chairman, Managing Directors and CEO's.
  • * Recommend suitable candidate for the role of Lead Independent Director.
  • * Recommend the appointment of any director to executive or other employment/place of profit in the Company.
  • * Conduct an annual evaluation of overall effectiveness of the Board, the committees of the Board and the performance of each director.

Stakeholders' Relationship Committee

Stakeholder's Relationship Committee of Bharti Infratel Limited comprises of following three members:


The Company Secretary or his / her nominee shall act as the Secretary of the Committee.

Terms of Reference

Key Responsibilities of the Stakeholders' Relationship Committee:

  • * Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time.
  • * Consider and resolve the complaints/grievances of security holders of the company including complaints related to transfer of shares, non-receipt of balance sheet and non-receipt of declared dividend.
  • * Dematerialize or rematerialize the share certificates.
  • * Approve the transmission of shares or other securities arising as a result of death of the sole/ anyone joint shareholder.
  • * Sub-divide, consolidate and/or replace any share or other securities certificate(s) of the Company.
  • * Issue duplicate share/other securities, certificate(s) in lieu of the original share/security(ies) certificate(s) of the Company.
  • * Approve, register, and refuse to register transfer/transmission of shares and other securities.
  • * To further delegate all or any of the power to any other employee(s), officer(s), representative(s), consultant(s), professional(s), or agent(s).
  • * Oversee & review, all matters connected with the transfer of securities of the Company.
  • * Oversee the performance of Registrar and Share Transfer Agent of the Company.
  • * Recommend methods to upgrade the standard of services to the investors.
  • * To deal with the unclaimed / undelivered shares of the company, as prescribed in the relevant clause of the Listing Agreement.
  • * To do all such acts, deeds and things as may be necessary in this regard.

Corporate Social Responsibility (CSR) Committee

Corporate Social Responsibility (CSR) Committee of Bharti Infratel Limited comprises of following four members:


The Company Secretary or his / her nominee shall act as the Secretary of the Committee.

Terms of Reference

Key Responsibilities of the CSR Committee:

  • * Formulate and recommend to the Board a Corporate Social Responsibility Policy which shall indicate activities to be undertaken by the Company;
  • * Recommend the amount of expenditure to be incurred on the activities undertaken.
  • * Monitor the Corporate Social Responsibility Policy of the Company from time to time.
  • * Review the performance of the Company in the area of CSR.
  • * Evaluate social impact of the Company's CSR Activities.
  • * Review the Company's disclosure of CSR matters including any annual social responsibility report.
  • * Review the following, with the management, before submission to the Board for approval:
  • a) The Business Responsibility Report and Sustainability Report
  • b) CSR Report
  • * Institute a transparent monitoring mechanism for implementation of the CSR Project or programs or activities;
  • * Approve the appointment or re-appointment of directors responsible for Business Responsibility
  • * Consider other functions, as defined by the Board, or as may be stipulated under any law, rule or regulation including the listing agreement, Corporate Social Responsibility Voluntary Guidelines 2009 and the Companies Act, 2013.

Memorandum and Articles of Association - Download

Scheme of Arrangement between Bharti Airtel Limited and Bharti Infratel Limited. - Download

Scheme of Arrangement between Bharti Infratel Limited and Bharti Infratel Ventures Limited - Download

Dividend Distribution Policy - Download

Preservation and Archival Policy - Download

Policy on Nomination, Remuneration and Board Diversity - Download

Familiarisation Programme for Independent Directors - Download

Ombudsperson Policy - Download

Code of Conduct applicable to
Directors and Senior Management of the Company - Download

Corporate Social Responsibility Policy - Download

Related Party Transaction Policy - Download

Policy on Material Subsidiaries - Download

Terms & Conditions of appointment of Independent Directors - Download

Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information - Download

Policy for Determination and Disclosure of Material Events - Download

Registered Office:

Bharti Infratel Limited
901, Park Centra, Sector-30, NH-8,
Gurugram-122001, Haryana
Phone: +91 124 4132600
Fax: +91 124 4109580