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Together good things happen - Airtel

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new talent, the policies also helps in retention of wellperforming<br />

employees, who are contributing to the growth<br />

of the Company.<br />

The ESOP Scheme 2001 is administered through a trust,<br />

whereby the shares held in the trust are transferred to the<br />

employee as and when the concerned employee exercise<br />

stock options under the Scheme.<br />

Under the ESOP Scheme 2005, the employees were allotted<br />

new equity shares upon exercise of stock options up to March<br />

2010. In the board meeting held in April 2010, the Board has<br />

approved acquisition of the Company's equity shares up to<br />

the limit approved by the shareholders in the existing Trust<br />

and appropriate the same towards the Scheme. Accordingly,<br />

henceforth under the ESOP Scheme 2005, instead of<br />

allotment of fresh equity shares, the Company will transfer<br />

the shares so acquired from the trust to the respective<br />

employees. There will be no fresh allotment of equity shares<br />

under the ESOP Scheme.<br />

Disclosure in compliance with clause 12 of the Securities and<br />

Exchange Board of India (Employee Stock Option Scheme and<br />

Employee Stock Purchase Scheme) Guidelines, 1999, as<br />

amended, if provided in Annexure C to this report.<br />

A certificate from M/s S. R. Batliboi & Associates, Chartered<br />

Accountants, Statutory Auditors, with respect to the<br />

implementation of the Company Employee’s Stock Option<br />

schemes would be placed before the shareholders at the<br />

ensuing annual general meeting and a copy of the same shall<br />

be available for inspection at the registered office of the<br />

Company.<br />

PARTICULARS OF EMPLOYEES<br />

The information as are required to be provided in terms of<br />

section 217(2A) of the Companies Act, 1956 read with<br />

Companies (Particular of Employees) Rules, 1975 have been<br />

set out in the annexure to this report. However, in terms of the<br />

provisions of section 219(1)(b)(iv) of the Act, the annual<br />

report has been sent to the members of the Company<br />

excluding these information. Members who desire to obtain<br />

this information may write to the Company Secretary at the<br />

registered office address and will be provided with a copy of<br />

the same.<br />

DIRECTORS’ RESPONSIBILITY STATEMENT<br />

Pursuant to section 217(2AA) of the Companies Act, 1956,<br />

the directors to the best of their knowledge and belief<br />

confirm that:<br />

(i) the applicable accounting standards have been followed<br />

along with proper explanation relating to material<br />

departures, in the preparation of the annual accounts for<br />

the year ended March 31, 2010;<br />

(ii) they have selected and applied consistently and made<br />

judgments and estimates that are reasonable and prudent<br />

to give a true and fair view of the state of affairs of the<br />

Company as at the end of the financial year and of the<br />

profit of the Company for that period;<br />

(iii)they have taken proper and sufficient care for the<br />

maintenance of adequate accounting records in<br />

accordance with the provisions of the Companies Act,<br />

1956 and for safeguarding the assets of the Company and<br />

for preventing and detecting fraud and other<br />

irregularities;<br />

(iv)they have prepared the annual accounts on a going<br />

concern basis.<br />

ACKNOWLEDGEMENTS<br />

The directors wish to place on record their appreciation to the<br />

Department of Telecommunications (DOT), the Central<br />

Government, the State Governments, Government of<br />

Bangladesh, Sri Lanka and Africa, Company’s Bankers and<br />

business associates; for the assistance, co-operation and<br />

encouragement they extended to the Company and also to<br />

the employees for their continuing support and unstinting<br />

efforts in ensuring an excellent all-round operational<br />

performance. The directors would also like to thank various<br />

partners viz. Bharti Telecom, Singapore Telecommunications<br />

Limited and other shareholders for their support and<br />

contribution. The Board looks forward to their continued<br />

support in future.<br />

For and on behalf of the Board<br />

Sunil Bharti Mittal<br />

Chairman and Managing Director

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