Together good things happen - Airtel

– Matters required to be included in the directors’ – Quarterly compliance certificates confirming
responsibility statement, which form part of the
compliance with laws and regulations, including any
Board’s report in terms of clause (2AA) of section 217
exceptions to these compliances;
of the Companies Act, 1956;
– Management letters/letters of internal control
weaknesses issued by the statutory auditors;
– Changes, if any, in accounting policies and practices
and reasons for the same;
– Major accounting entries involving estimates based
on the exercise of judgment by management;
– Significant adjustments made in the financial
statements arising out of audit findings;
– Compliance with listing and other legal requirements
relating to financial statements;
– Approval of all related party transactions;
– Qualifications in the draft audit report.
• Reviewing, with the management, the quarterly financial
statements before submission to the Board for approval;
• Reviewing, with the management, performance of
statutory and internal auditors, adequacy of the internal
control systems;
• Reviewing the adequacy of internal audit function
including the structure of the internal audit department,
staffing and seniority of the official heading the
department, availability and deployment of resources to
complete their responsibilities and the performance of the
out-sourced audit activity;
• Discussion with internal auditors with respect to the
coverage and frequency of internal audits as per the
annual audit plan, nature of significant findings and
follow up there on;
• Reviewing the findings of any internal investigations by
the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal
control systems of a material nature and reporting the
matter to the Board;
• Obtaining an update on the Risk Management Framework
and the manner in which risks are being addressed;
• Discussion with statutory auditors before the audit
commences, about the nature and scope of audit as well
as post-audit discussion to ascertain any area of concern;
• Review the reasons for substantial defaults in the repayment
to the depositors, debenture holders,
shareholders (in case of non payment of declared
dividends) and creditors, if any;
• Reviewing the functioning of the whistle blower
mechanism and the nature of complaints received by the
Ombudsperson;
• Approving the appointment of Chief Financial Officer;
• Reviewing the following:
– Management discussion and analysis of financial
condition and results of operations;
– Statement of related party transactions with specific
details of the transactions, which are not in the
normal course of business or the transactions which
are not at arms’ length price;
– Internal audit reports relating to internal control
weaknesses;
– The appointment, removal and terms of
remuneration of the chief internal auditor;
– The financial statements, in particular the
investments, if any made by the unlisted subsidiary
companies;
– Such other function, as may be assigned by the Board
of directors from time to time or as may be stipulated
under any law, rule or regulation including the listing
agreement and the Companies Act, 1956.
Powers of the Audit Committee
The audit committee has been entrusted with the following
powers:
• Investigate any activity within its terms of reference and to
seek any information it requires from any employee;
• Obtain legal or other independent professional advice and
to secure the attendance of outsiders with relevant
experience and expertise, when considered necessary.
Audit Committee report for the year ended March 31,
2010
To the shareholders of Bharti Airtel Limited
Bharti Airtel Annual Report 2009-10
The Audit Committee is pleased to present its report for the
year ended March 31, 2010:
The Committee has six members, two-thirds of the members,
including the Chairman are independent directors, as per the
requirements of clause 49 of the listing agreement.
Management is responsible for the Company’s internal
controls and financial reporting processes. The statutory
auditors are responsible for performing an independent audit
of the Company’s financial statements in accordance with the
Indian GAAP (generally accepted accounting principles) and
for issuing a report thereon. US GAAP Auditors are
responsible for performing independent audit of the
Company’s financial statements in accordance with the US
GAAP. The internal auditors are responsible for ensuring
adequacy of internal control systems and adherence to
management policies and statutory requirements. The
Company also has in place an internal assurance group
headed by Director-Internal Assurance, responsible for
reviewing all the operations of the Company to evaluate the
risks, internal controls and governance process. The
Ombudsperson is responsible for the Whistle Blower
Mechanism.
The Audit Committee oversees the work of the external
auditors, internal assurance group and ombudsperson. It is
also responsible for overseeing the processes related to the
financial reporting and information dissemination.
53