Together good things happen - Airtel

EXPLANATORY STATEMENT
(Under section 173(2) of the Companies Act, 1956)
Item No. 8
The members are aware that Bharti Airtel Limited (“the
Company”) has signed a definitive agreement to acquire Zain
Africa B.V. having its telecom operations in 15 countries in
African continent through Bharti Airtel International
(Netherlands) B.V., Netherlands (a wholly owned subsidiary
company of Bharti Airtel Limited, hereinafter referred to as
“BAIN”). The statutory and administrative formalities
regarding the acquisition of Zain are being complied with.
While the normal operations will continue to be managed by
the management of the respective companies in the
respective countries, BAIN will become the holding entity for
the African operations.
BAIN has proposed to appoint Mr. Shravin Mittal as its
employee either in BAIN or any of its subsidiary company as
may be considered appropriate from time to time depending
upon the business requirement. Since Mr. Shravin Mittal is a
relative of Mr. Sunil Bharti Mittal, Chairman and Managing
Director of Bharti Airtel Limited, his appointment requires
approval of the shareholders by way of special resolution in
general meeting pursuant to the provisions of section 314 of
the Companies Act 1956.
The Board of directors in its meeting held on April 28, 2010,
subject to the approval of the shareholders, have
unanimously consented to the appointment of Mr. Shravin
Mittal as an employee of BAIN or any of its step down
subsidiary companies on or after April 28, 2010 at such
remuneration and on such other terms and conditions, as
may be decided by the respective employer company,
provided however that the aggregate amount of
remuneration (inclusive of salary, allowances, perquisites,
incentives, bonuses, retirement benefits, facilities, social
securities etc.) shall not exceed Euros 250,000 per annum or
equivalent amount in any other currency.
Mr. Shravin Mittal is a graduate from University of Bath in
Accounting and Finance and has varied experience of over 3
years in equity research, portfolio management etc. with JP
Morgan, E&Y, Merrill Lynch, Deutsche Bank, IMG etc. In his
previous assignments he was responsible for financial
analysis, research and strategic evaluations for their
Investment Banking, Technology, Media and Telecom
division, especially for merger and acquisition transactions.
He will assist BAIN’s management in integration of Zain
Africa with the Company and such other assignment as may
be assigned by the employer company from time to time.
It is clarified that Mr. Shravin Mittal is not presently a director
of BAIN, whose Board has approved his appointment but
may be elevated to the board or equivalent position, in future
Bharti Airtel Annual Report 2009-10
either in BAIN or any of the companies in which he is an
employee.
The Board recommends the resolution as set out in item no. 8
for approval of the shareholders as a special resolution.
Except Mr. Sunil Bharti Mittal, none of the other directors of
the Company is in any way, concerned or interested in this
resolution except as members of the Company.
Item No. 9
In terms of section 309 of the Companies Act, 1956, with the
approval of the shareholders by way of special resolution, a
company may make payments by way of commission to its
non-executive directors and such remuneration by way of
commission cannot exceed 1% of the net profits of the
Company.
In August 2009, the shareholders had approved payment of
commission to independent non-executive directors within the
overall limit of one percent of the net profits of the Company as
computed in accordance with the provisions of the Companies
Act, 1956.
In order to remunerate the directors for their duties on the
Board, the Board of directors is of the opinion that in
addition to the independent directors, all non-executive
directors should also be paid appropriate commission for the
counsel and advice provided by the non executive directors
whether independent or otherwise.
Since the earlier approval of the shareholders was limited to
the payment of Commission to the independent directors
only, in terms of section 309 of the Companies Act, 1956,
approval of shareholders is required for payment of
commission to the non–executive non-independent directors
under section 309. The approval will be valid for a period of
five years and can be renewed from time to time, for a further
period not exceeding five years.
The Board recommends the resolution as set out in item no. 9
for approval of the shareholders as a special resolution.
All the directors of the Company except Mr. Manoj Kohli may
be deemed to be concerned or interested in the aforesaid
resolution.
Registered Office: By order of the Board
Bharti Crescent, For Bharti Airtel Limited
1, Nelson Mandela Road,
Vasant Kunj, Phase – II, Vijaya Sampath
New Delhi - 110 070, India Group General Counsel &
Date: April 28, 2010 Company Secretary
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