Together good things happen - Airtel

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Chief Executive Officer (CEO) /Chief Financial Officer (CFO) certification We, Manoj Kohli, CEO (International) & Joint Managing Director, Sanjay Kapoor, CEO (India & South Asia) and Srikanth Balachander, Chief Financial Officer of Bharti Airtel Limited, to the best of our knowledge and belief hereby certify that: (a) We have reviewed the financial statements and cash flow statements for the year ended March 31, 2010 and: (i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; (ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations. (b) There are no transactions entered into by the Company during the year that are fraudulent, illegal or violative of the Company’s code of conduct. (c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, Declaration deficiencies in the design and operations of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies. (d) We have indicated to the auditors and the audit committee: (i) Significant changes in the internal control over financial reporting during the year; (ii) Significant changes in the accounting policies during the year and that the same has been disclosed in the notes to the financial statements; and (iii) Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company’s internal control system over financial reporting. Manoj Kohli Sanjay Kapoor Srikanth Balachander CEO (International) & CEO (India & Chief Financial Officer Joint Managing Director South Asia) Place: New Delhi Date: April 27, 2010 Annexure - A Annexure - B We hereby confirm that the Company has obtained from all the members of the Board and Senior Management team, affirmation of compliance with the Code of Conduct for Directors and Senior Management in respect of financial year ended March 31, 2010. For Bharti Airtel Limited For Bharti Airtel Limited Manoj Kohli Sanjay Kapoor CEO (International) & Joint Managing Director CEO (India & South Asia) Place: New Delhi Date: April 27, 2010
The Board of directors, Bharti Airtel Limited Bharti Crescent, 1, Nelson Mandela Road Vasant Kunj, Phase II, New Delhi – 110070, India. We have examined the registers, records and documents of Bharti Airtel Limited (the Company) for the financial year ended March 31, 2010 in the light of the provisions contained in- • The Companies Act, 1956 and the Rules made thereunder; • The Depositories Act, 1996 and the Rules made thereunder and the bye-laws of the Depositories who have been given the requisite Certificates of Registration under the Securities and Exchange Board of India Act, 1992; • The Securities Contracts (Regulation) Act, 1956 and the rules made thereunder; • The Securities and Exchange Board of India Act, 1992 and the Rules, Guidelines and Regulations made thereunder including: – The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. – The Securities and Exchange Board of India (Prohibition of Insider Trading Regulations), 1999; and – The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme), Guidelines 1999. • The listing agreement with the National Stock Exchange and with the Bombay Stock Exchange. A. Based on our examination and verification of the records made available to us and according to the clarifications and explanations given to us by the Company, we report that the Company has, in our opinion, complied with the applicable provisions of the Companies Act, 1956 and the rules made thereunder and of the various Acts detailed above and the Rules, Regulations and Guidelines made thereunder, listing agreement and of the Memorandum and Articles of Association of the Company, with regard to: 1. Maintenance of various statutory and non-statutory registers and documents and making necessary changes therein as and when the occasion demands. 2. Filling with the Registrar of Companies the Forms, returns and resolutions. 3. Service of the requisite documents by the Company on its members, Registrar and Stock Exchanges. 4. Composition of the Board, appointment, retirement and resignation of directors. 5. Remuneration of executive and independent directors. 6. Obtaining the necessary approvals for various acts of the Company . 7. Service of notice and agenda of board meetings and meetings of the committee of directors. 8. Meeting of the Board and its committees. 9. Holding annual general meeting and production of the various registers thereat. 10. Recording the minutes of proceedings of board meetings, committee meetings, annual general meeting and of the postal ballot. 11. Appointment, change in the appointment and remuneration of Auditors. 12 Registration of transfer of shares held in physical mode. 13 Dematerialisation and rematerialisation of shares. 14. Investment of company’s funds. 15. Execution of contracts, affixation of common seal, registered office and the name of the Company. 16 Conferment of options and allotment of shares under the Employee Stock Option Scheme of the Company. 17 Requirement of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 1997. 18 Requirement of the Securities and Exchange Board of India (Prohibition of Insider Trading regulations) 1999 19 Requirements set out in the listing agreement with the aforementioned stock exchanges. B We further report that- Bharti Airtel Annual Report 2009-10 (i) the directors of the Company have complied with the various requirements relating to making of disclosures, declarations in regard to their other directorships, memberships of committees of the board of companies of which they are directors, their shareholding and interest or concern in the contracts entered into by the Company in pursuing its normal business, and (ii) there was no prosecution initiated against or show cause notice received by the Company and no fine or penalties were imposed on the Company under the aforementioned Acts, Rules, Regulations and guidelines made thereunder or on its directors and officers. For Chandrasekaran Associates Company Secretaries Dr. S Chandrasekaran Senior Partner Place: New Delhi FCS: 1644 Date: April 17, 2010 CP : 715 63
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Together good things happen... Bhar
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Table of contents 1 2 3 4 5 6 7 8 9
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Corporate history and Top 30 shareh
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Awards & honours With a belief that
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Chairman’s message Closer home, w
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To be provided Akhil Gupta Chua Soc
Page 13 and 14: Pulak Chandan Prasad Rakesh Bharti
Page 15 and 16: Bharti Airtel Annual Report 2009-10
Page 17 and 18: CEO (India & South Asia)’s Airtel
Page 19 and 20: Airtel Experience Last year was tru
Page 21 and 22: Together good things happen custome
Page 23 and 24: Together good things happen Bharti
Page 27 and 28: Taking everybody along Bharti Airte
Page 33 and 34: Photos by Amit Bhatia, Legal & Regu
Page 35 and 36: exemption to the Company from attac
Page 37 and 38: In July 2009, the Company has sub-d
Page 39 and 40: egarding compliance of conditions o
Page 41 and 42: Information regarding the Employees
Page 43 and 44: • Restriction on Sale of Equity O
Page 45 and 46: FINANCIAL PERFORMANCE (Amount in Rs
Page 47 and 48: INTERNAL CONTROL SYSTEMS The Compan
Page 49 and 50: consent. The appointments of such d
Page 51 and 52: g) Tenure of independent directors
Page 53 and 54: directors will be entitled to commi
Page 55 and 56: - Matters required to be included i
Page 57 and 58: Key Responsibilities Key responsibi
Page 59 and 60: Special resolutions passed at the l
Page 61 and 62: MEANS OF COMMUNICATION The quarterl
Page 63: Distribution of shareholding By num
Page 67 and 68: Annexure referred to in paragraph 4
Page 69 and 70: (x) The Company has no accumulated
Page 73 and 74: Particulars C. Cash flow from finan
Page 75 and 76: Particulars SCHEDULE : 3 SECURED LO
Page 77 and 78: Particulars SCHEDULE : 6 INVESTMENT
Page 79 and 80: Particulars SCHEDULE : 9 CASH AND B
Page 83 and 84: SCHEDULE: 21 STATEMENT OF SIGNIFICA
Page 85 and 86: Forward Exchange Contracts covered
Page 87 and 88: Minimum Alternative Tax (MAT) credi
Page 89 and 90: Unless otherwise stated below, the
Page 91 and 92: 6. Employee benefits a) During the
Page 93 and 94: e) The estimates of future salary i
Page 95 and 96: epayable on disconnection, net of o
Page 97 and 98: 2008-09 Particulars Year ended Purc
Page 99 and 100: ) Details of trade investments purc
Page 103 and 104: Related Party Transaction for 2009-
Page 111 and 112: 24.Operating lease - As a Lessee Th
Page 113 and 114: (v) The Information concerning stoc
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Particulars As at As at March 31, 2
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Auditors' Report to The Board of Di
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Bharti Airtel Annual Report 2009-10
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Particulars C. Cash flow from finan
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Particulars SCHEDULE : 2 (Cont.) Pr
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Particulars SCHEDULE : 6 INVESTMENT
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Particulars SCHEDULE : 12 CURRENT L
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ecognised over the period of servic
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Standard 15 (revised), “Employee
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SCHEDULE: 22 NOTES TO THE FINANCIAL
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obligations fully due to certain no
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c) Reconciliation of opening and cl
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Joint Venture Entities: b) The Comp
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13. Particulars of securities charg
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Related Party Transaction for 2009-
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(Rs '000) Related Party Transaction
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17. Leases a) Operating Lease - As
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d) 2006 Plan under the Old Scheme T
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24. As at March 31, 2010 the accumu
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Notice is hereby given that the fif
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EXPLANATORY STATEMENT (Under sectio
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Mr. Rakesh Bharti Mittal Date of bi
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To Karvy Computershare Private Limi
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Bharti Airtel Limited, Bharti Cresc
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Together good things happen - Airtel

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