Together good things happen - Airtel

Special resolutions passed at the last three AGMs
No special resolutions were passed in the AGMs held on
August 21, 2009, August 1, 2008 and July 19, 2007.
Postal ballot and postal ballot process
During the previous year, we have passed one ordinary
resolution and two special resolutions through postal ballot.
Detailed procedure followed by the Company is provided
hereunder:
Person conducting the postal ballot exercise
Manoj Kohli, CEO (International) & Joint Managing Director
and Vijaya Sampath, Group General Counsel & Company
Secretary were appointed as persons responsible for the
postal ballot voting process. Dr. S. Chandrasekaran of
Chandrasekaran Associates, Company Secretaries was
appointed as scrutiniser for the postal ballot voting process.
Dr. Chandrasekaran, Practicing Company Secretary
conducted the process and submitted his report to the
Company.
Procedure followed
(i) The Company issued the postal ballot notice dated April
29, 2009 for:
• Sub-division of shares and amendment in the
Memorandum of Association (Ordinary Resolution);
• Amendment in Articles of Association (Special
Resolution);
• Payment of Commission to Independent Nonexecutive
Directors (Special Resolution).
(ii) The draft resolutions together with the explanatory
statements and the postal ballot forms and self-addressed
envelopes were sent to the members and others concerned
under certificate of posting;
(iii)Members were advised to read carefully the instructions
printed on the postal ballot form and return the duly
completed form in the attached self-addressed envelope
so as to reach the scrutinizer on or before the close of
business hours on Tuesday, July 07, 2009;
(iv)After due scrutiny of all the postal ballot forms received up
to the close of the working hours on Tuesday, July 07,
2009, Dr. S. Chandrasekaran, Practicing Company
Secretary (the Scrutiniser) submitted his final report on
Friday, July 10, 2009 before the close of business hours;
(v) The results of the postal ballot were declared on Saturday,
July 11, 2009. The date of declaration of the results of the
postal ballot was taken as the date of passing of the
resolutions.
(vi)The results of the postal ballot were published in the
newspapers within 48 hours of the declaration of the
results and were also placed at the website of the
Company at www.airtel.in.
Details of voting pattern
After scrutinising all the ballot forms received, the scrutiniser
reported as under:
Date of Particulars of the Total valid In favour Against
declaration resolutions votes (%) (%)
of results passed
July 11, Ordinary Resolution 1,481,663,725 1,481,655,635 8,090
2009 for sub-division of (99.9995%) (0.0005%)
shares and amendment
in the Memorandum
of Association
July 11, Special Resolution for 1,442,845,284 1,442,669,699 175,585
2009 amendment in Articles (99.9878%) (0.0122%)
of Association
July 11, Special Resolution for 1,481,632,787 1,481,567,250 65,537
2009 payment of commission (99.9956%) (0.0044%)
to independent
non-executive directors
DISCLOSURES
Disclosure on materially significant related party
transactions
The Board has constituted a committee of independent
directors to review in detail, any non-recurring related party
transactions above Rs. 10 crores that are not in the normal
course of business. After evaluation, the Committee presents
its findings and inputs to the audit committee to enable it to
form an opinion on the same and make appropriate final
recommendations to the Board.
Statements/disclosures of all related party transactions are
placed before the Audit Committee as well as to the Board of
directors, on a quarterly basis in terms of clause 49(IV)(A) and
other applicable laws.
Company’s major related party transactions are generally
with its subsidiaries and associates. Related party
transactions entered into by the Company are justified by
various business exigencies such as synergy in operations,
sectoral specialization, liquidity and capital resource of
subsidiary and associates.
During the financial year 2009-10, there were no material
transactions with related parties or others, which were not on
arms’ length basis.
The related party transactions have been disclosed under
Note 23 of Schedule 22 forming part of the Annual Accounts.
Except the transactions disclosed under the note there are no
other significant related party transaction between the
Company and the related parties.
Disclosure on Risk Management
Bharti Airtel Annual Report 2009-10
In compliance with clause 49 of the listing agreement, the
Company has established an enterprise wide risk
management (“ERM”) framework to optimally identify and
manage risks as well as to address operational, strategic and
regulatory risks. In line with the Company’s commitment to
deliver sustainable value, this framework aims to provide an
integrated and organised approach for evaluating and
managing risks. The output of the risk assessment also forms
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