Notice of Annual General Meeting
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BHARTI INFRATEL LIMITED CIN: L64201HR2006PLC073821 Regd. Office: 901, Park Centra, Sector 30, NH-8, Gurugram, Haryana- 122001 Tel.: +91-124-4132600 Fax: +91-124-4109580 Email id: [email protected] Website: www.bharti-infratel.com NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the 12th (Twelfth) Annual General 4. Ratification of the appointment of M/s. Deloitte Meeting (AGM) of the members of Bharti Infratel Limited (“the Haskins & Sells LLP, Chartered Accountants, Gurgaon Company”), will be held on Tuesday, July 24, 2018 at 11:00 (Registration no. 117366W/ W- 100018) as the Statutory a.m. at The Auditorium, Apparel House (near the Zest), Sector Auditors of the Company 44, Gurugram-122003, Haryana, India to transact the following business(es): “Resolved that pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder Ordinary Business(es) (including any statutory modification(s) or re-enactment thereof), and resolution passed by the members at their To consider and, if thought fit, to pass, with or without 11th Annual General Meeting held on July 22, 2017, the modification, the following resolutions as Ordinary Resolutions: appointment of M/s. Deloitte Haskins & Sells LLP, Chartered 1. To receive, consider and adopt the standalone and Accountants, Gurgaon (Registration no. 117366W/ W- consolidated financial statements of the Company for 100018), the Statutory Auditors of the Company who being the financial year ended March 31, 2018 eligible have offered themselves for ratification of their appointment, be and is hereby ratified by the members “Resolved that the audited standalone financial statements of the Company to hold the office from the conclusion of of the Company for the financial year ended March 31, 2018 this Annual General Meeting till the conclusion of the 16th as per IND- AS including reports of the Board and Auditors’ Annual General Meeting of the Company and the Board thereon and audited consolidated financial statements of of Directors of the Company on the recommendation of the Company for the financial year ended March 31, 2018 the Audit & Risk Management Committee be and is hereby as per IND-AS including report of Auditors’ thereon be and authorised to fix the remuneration payable to them for such are hereby received, considered and adopted.” appointment.” 2. Declaration of dividend on equity shares Special Business(es) “Resolved that a final dividend of H 14/- per equity share of H 10/- each fully paid up for the financial year 2017-18, as To consider and, if thought fit, to pass, the following resolutions recommended by the Board, be and is hereby approved as Ordinary Resolutions: and declared.” 5. Appointment of Anita Kapur (DIN: 07902012) as an 3. Re-appointment of Tao Yih Arthur Lang (DIN: 07798156) Independent Director as a Director liable to retire by rotation “Resolved that pursuant to the provisions of Section 149, “Resolved that Tao Yih Arthur Lang (DIN: 07798156), who 150 and 152 read with Schedule IV and other applicable retires by rotation and being eligible offers himself for re- provisions, if any, of the Companies Act, 2013 and the rules appointment, be and is hereby re-appointed as a Director made thereunder (including any statutory modification(s) of the Company liable to retire by rotation.” or re-enactment thereof), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any Employees Stock Options: statutory modification(s) or re-enactment thereof), Anita Kapur (DIN 07902012), who was appointed as an Additional Such number of options as may be granted to him under Director in the capacity of an Independent Director of the any ESOP Scheme of the Company as applicable from Company by the Board of Directors w.e.f. January 17, 2018, time to time. and who holds office till the date of the AGM in terms of The aggregate remuneration inclusive of fixed pay, variable Section 161 of the Companies Act, 2013 be and is hereby pay, perquisites, allowances and other benefits payable to appointed as a Director in the category of Independent Akhil Gupta as an Executive Chairman shall not exceed Director of the Company, and shall hold office for a period the overall ceilings laid down in Sections 2(78), 197 of five consecutive years from the date of appointment i.e. and Schedule V and other applicable provisions of the January 17, 2018 up till January 16, 2023.” Companies Act, 2013 or any other law for the time being in force, if any. 6. Re-appointment of Akhil Gupta (DIN: 00028728) as an Executive Chairman of the Company Akhil Gupta shall also be entitled to reimbursement of all “Resolved that pursuant to the provisions of Sections legitimate expense incurred by him in performance of his 196, 197, 198 and other applicable provisions of the duties and such reimbursement will not form part of his Companies Act, 2013 and the rules made thereunder remuneration. (including any statutory modification or re-enactment Minimum remuneration thereof) read with Schedule V of the Companies Act, 2013, Articles of Association (AOA), SEBI (Listing Obligations and Where in any financial year during the tenure of Akhil Gupta Disclosure Requirements) Regulations, 2015 (including any as an Executive Chairman, the Company incurs losses statutory modification(s) or re-enactment thereof), consent or its profits are inadequate, the Company shall pay him of the shareholders be and is hereby accorded for the re- the above remuneration by way of fixed pay, variable pay appointment of Akhil Gupta as an Executive Chairman, (Performance Linked Incentives), perquisites, allowances not liable to retire by rotation, of the Company for a further and other benefits payable as a minimum remuneration, period of five years w.e.f. August 1, 2018 up till July 31, subject to the approval of Central Government. 2023 on the following remuneration: Resolved further that the Board be and is hereby authorized Fixed pay (inclusive of salary, allowance and retirement to vary, alter and modify the terms and conditions of benefits) to be paid monthly: re-appointment including relating to remuneration/ remuneration structure of Akhil Gupta, the Executive Such sum as may be determined by the Board from time Chairman within the limits prescribed above. to time provided that the total fixed pay shall not exceed H 9.00 Crore per annum. Resolved further that the Board be and is hereby authorized to do all such acts, deeds and things and execute all such Variable Pay (Performance linked incentive) to be paid documents, instruments and writings as may be required annually after the end of the financial year: and to delegate all or any of its powers herein conferred to Such sum as may be determined by the Board from time to any Committee of Directors or Director(s) to give effect to time provided that the total variable pay shall not exceed the aforesaid resolution.” H 6.00 Crores per annum. 7. Approval of material related party transactions Perquisites: “Resolved that in addition to the resolution dated a) Company provided car and reimbursement of August 11, 2015 passed by the shareholders of the expenses incurred on driver, fuel and maintenance at Company and pursuant to the provisions of Regulation actual with respect to the said car. 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval of the members b) Leave Encashment as per the Company policy and be and is hereby accorded for the following related party rules. transactions (collectively to be considered as material) 2 Notice of Annual General Meeting hitherto entered / to be entered with Bharti Airtel Limited the DoT, subject to various registration conditions and at such price / pricing formula for such period / periods compliance with applicable laws. and on such other terms and conditions as decided / may be decided by the Board of Directors of the Company (the Resolved further that in this regard, the Board is hereby “Board”, which term shall be deemed to include its duly authorized to: constituted “Committee of Directors”) from time to time: a. negotiate, finalise, vary, amend, renew, and revise the 1. To share or provide on sale/ rent or on lease basis (i) terms and conditions of the transactions(s), including tower and other passive infrastructure including dark prices / pricing formula and tenure; fiber/ duct space etc., and / or (ii) passive infrastructure b. enter into, sign, execute, renew, modify and amend all required for active services viz. IBS, WiFi etc. and / agreements, documents, letters, undertaking thereof, or to provide services, including but not limited to, of from time to time, provided that such amendments project management or of provisioning, establishing, etc. are on arms’ length basis; installation, operation and maintenance for and in relation to any or all element(s) / material mentioned in c. do all such acts, matters, deeds and things and to (i) and / or (ii) above; settle any question, difficulty or doubt that may arise as may be necessary or desirable for the purpose of 2. To purchase or take on lease or rent tower(s), dark fiber giving effect to this resolution.” / duct space and/ or any other passive infrastructure element(s)/ material from Bharti Airtel Limited. 3. Other activities allowed under Infrastructure Provider Category – I registration from time to time, issued by Registered Office: By order of the Board of Directors Bharti Infratel Limited For Bharti Infratel Limited 901, Park Centra, Sector 30, NH-8, Gurugram, Haryana- 122001 CIN: L64201HR2006PLC073821 Samridhi Rodhe Email id: [email protected] Company Secretary Membership No. A25440 901, Park Centra, Sector 30, NH-8, Gurugram, Place: New Delhi Haryana- 122001 Date: April 23, 2018 3 Members whose e-mail ids are registered with the NOTES: Company and who wish to receive printed copy of the 1.