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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