Together good things happen - Airtel

In this regard the Committee reports as follows:
i. The Committee has discussed with the Company’s
internal auditors and statutory auditors the overall scope
and plan for their respective audits. The Committee also
discussed the results of the audit, evaluation of the
Company’s internal controls and the overall quality of
financial reporting.
ii. The Management presented to the Committee, the
Company’s financial statements and also affirmed that
the Company’s financial statements had been drawn in
accordance with the Indian GAAP. Based on its review and
discussions conducted with the management and the
statutory auditors, the Audit Committee believes that the
Company’s financial statements are fairly presented in
conformity with Indian GAAP in all material aspects. The
Committee also believes that the financial statements are
true and accurate and provide sufficient information and
the Company has followed an adequate financial
reporting process.
iii. The Committee has reviewed the financial statements,
Directors Responsibility Statement including the
investments made by unlisted subsidiary companies.
iv. The Committee has reviewed the internal controls put in
place to ensure that the accounts of the Company are
properly maintained and that the accounting transactions
are in accordance with prevailing laws and regulations. In
conducting such reviews, the Committee found no
material discrepancy or weakness in the internal control
systems of the Company.
v. The Committee has reviewed the internal audit function
and risk management systems of the Company from time
to time.
vi. The Committee has reviewed the report of the
Ombudsperson on the functioning of the Whistle Blower
mechanism and believes that the Company has effective
Whistle Blower mechanism.
vii. The Committee has reviewed with the management the
performance of the statutory auditors and has
recommended to the Board the re-appointment of M/s S.
R. Batliboi & Associates, Chartered Accountants, Gurgaon
as statutory auditors of the Company.
viii. The Committee has reviewed with the management the
performance of the Internal Auditors and has
recommended to the Board the re-appointment of
M/s. PricewaterhouseCoopers Private Limited as the
internal auditors of the Company for the succeeding term.
In addition the Committee also recommended the
appointment of M/s. ANB Consulting Co. Pvt. Limited as
the joint internal auditors of the Company.
ix. The Committee has been vested with adequate powers to
seek support and other resources from the Company and
has access to the information and records. The Committee
also has the authority to obtain professional advice from
external sources, if required.
x. The Audit Committee monitored and approved all related
party transactions including any modification/
amendment in any such transactions.
In conclusion, the Committee is sufficiently satisfied that it
has complied with the responsibilities as outlined in the Audit
Committee’s Charter.
Place: New Delhi N. Kumar
Date: April 27, 2010 Chairman, Audit Committee
HR Committee
Composition, Meeting and Attendance
In compliance with the non-mandatory requirements of
clause 49 of the listing agreement, the Company has a
remuneration committee known as the HR committee.
Till April 28, 2010 i.e. the date of this report, the Committee
comprises of six non-executive directors, of which four
members including Bashir Currimjee, the Chairman of the
Committee, are independent directors. As stated in the Board
of directors’ section, Bashir Currimjee and Mauro Sentinelli
will cease to be the directors and thereby the members of HR
Committee w.e.f. conclusion of the board meeting dated April
28, 2010. The constitution of the HR Committee will change to
that extent temporarily. Craig Edward Ehrlich has been
appointed as the Chairman of the HR Committee w.e.f. April
28, 2010 after retirement of Bashir Currimjee.
The Company Secretary acts as the secretary of the
Committee. The Group Director - HR is a permanent invitee.
Other senior management members are also invited to the
committee meetings to present reports on the items being
discussed at the meeting.
During the financial year 2009-10, the Committee met four
times i.e. on April 29, 2009, July 22, 2009, October 29, 2009
and January 21, 2010. The composition and attendance of
members at the meetings held during the period are given
below:
Member director Number of meetings attended
1
Craig Edward Ehrlich (Chairman) 3
2
Bashir Currimjee 4
3
Lim Chuan Poh 1
4
Mauro Sentinelli 4
Nikesh Arora 2
5
Paul O’Sullivan 3
Rajan Bharti Mittal 3
1. Appointed as Chairman of the Committee w.e.f. April 28, 2010
2. Would cease to be the Chairman and member of the Committee
w.e.f. April 28, 2010
3. Appointed as member of the Committee w.e.f. January 21, 2010,
attended 1 meeting through alternate director, Jeann Low Ngiap Jong
4. Would cease to be a member of the Committee w.e.f. April 28, 2010
5. Ceased to be a member of the Committee w.e.f. January 21, 2010