Together good things happen - Airtel

In July 2009, the Company has sub-divided its 1 equity share
of Rs 10 each into 2 equity shares of Rs 5 each.
Due to these corporate actions, the issued, subscribed and
paid-up equity share capital of the Company increased from
3,796,479,592 (sub-divided) (March 31, 2009) to
3,797,530,096 equity shares as of March 31, 2010.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
In accordance with the listing agreement requirements, the
Management Discussion & Analysis report is presented in a
separate section forming part of the Annual Report.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards
of Corporate Governance. The directors adhere to the
requirements set out by the Securities and Exchange Board of
India’s Corporate Governance Practices and have
implemented all the stipulations prescribed.
A detailed report on Corporate Governance pursuant to the
requirements of clause 49 of the listing agreement forms part
of the annual report. A certificate from the auditors of the
Company, S.R. Batliboi & Associates, Chartered Accountants,
Gurgaon confirming compliance of conditions of Corporate
Governance as stipulated under clause 49 is annexed to this
report as Annexure A.
SECRETARIAL AUDIT REPORT
Keeping with the high standards of corporate governance
adopted by the Company and also to ensure proper
compliance with the provisions of various applicable
corporate laws, regulations and guidelines issued by the
Securities and Exchange Board of India and other statutory
authorities, the Company has voluntarily started a practice of
secretarial audit from a practicing company secretary.
The Board had appointed M/s. Chandrasekaran Associates,
Company Secretaries, New Delhi, to conduct secretarial audit
of the Company for the financial year ended March 31, 2010,
who has submitted their report confirming the compliance
with all the applicable provisions of various corporate laws.
The Secretarial Audit Report is provided separately in the
annual report.
CORPORATE SOCIAL RESPONSIBILITY
At Bharti Airtel, Corporate Social Responsibility (CSR)
encompasses much more than social outreach programs and
is an integral part of the way the Company conducts its
business. Detailed information on the initiatives of the
Company towards CSR activities is provided in the Corporate
Social Responsibility section of the annual report.
DIRECTORS
Since last Directors’ Report, Paul O’Sullivan, Quah Kung Yang
and Mauro Sentinelli have resigned from the Board due to
personal reasons and Bashir Currimjee has retired from the
Board in terms of the policy on independent directors
adopted by the Company. During the year, Tan Yong Choo and
Lim Chuan Poh were appointed as directors. The Board places
on record its sincere appreciation for the services rendered by
Paul O’Sullivan, Quah Kung Yang, Mauro Sentinelli and Bashir
Currimjee during their tenure on the Board.
Chua Sock Koong, Pulak Chandan Prasad, Rajan Bharti Mittal
and Rakesh Bharti Mittal retire by rotation at the forthcoming
annual general meeting and being eligible, offer themselves
for re-appointment.
A brief resume containing nature of expertise, details of
directorships held in other public limited companies of the
directors proposing re-appointment along with their
shareholding in the Company as stipulated under clause 49
of the listing agreement with the stock exchanges is
appended as an annexure to the notice of ensuing annual
general meeting.
FIXED DEPOSITS
The Company has not accepted any fixed deposits and, as
such, no amount of principal or interest was outstanding as
on the balance sheet date.
AUDITORS
The Statutory Auditors of the Company, M/s. S. R. Batliboi &
Associates, Chartered Accountants, Gurgaon, retire at the
conclusion of the ensuing annual general meeting of the
Company and have confirmed their willingness and eligibility
for re-appointment and have also confirmed that their
re-appointment, if made, will be within the limits under
section 224(1B) of the Companies Act, 1956.
AUDITORS’ REPORT
The Board has duly examined the Statutory Auditors’ report
to accounts which is self explanatory and clarifications
wherever necessary, have been included in the notes to
accounts section of the annual report.
As regards the comment under para xxi of Annexure to the
Auditors’ Report, to address the issues of fraud by employees
and external parties, the Company has taken appropriate
steps including issuance of warning letters, termination of
service of the errant employees, termination of the contract /
agreements with the external parties, legal action against the
external parties involved, blacklisting the contractors, etc.
The Company is focused on further strengthening its internal
control systems to reduce the probability of occurrence of
such events in future.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
For the Company, being a service provider organisation, most
of the information as required under section 217(1)(e) of the
Companies Act, 1956, read with the Companies (Disclosure
of Particulars in the Report of the Board of Directors) Rules,
1988, as amended is not applicable. However, the
information, as applicable, has been given in Annexure B to
this report.
EMPLOYEES STOCK OPTION PLAN
Bharti Airtel Annual Report 2009-10
The Company values its human resource and is committed to
adopt the best HR practices. The employees of the Company
are presently benefited from two ESOP schemes under 2001
and 2005 Employee Stock Option Policy. Besides attraction of
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